2021 Form of Proxy

ADVANCE ENERGY PLC

(the "Company")

ANNUAL GENERAL MEETING OF THE COMPANY, TO BE HELD ON 30 NOVEMBER 2021 AT 10.00 A.M.

AT THE REGISTERED OFFICE OF THE COMPANY, 55 ATHOL STREET, DOUGLAS, ISLE OF MAN, IM1 1LA

FORM OF PROXY

I/We (name(s) in full) .................................................................................................................................

of (address(es)) ..........................................................................................................................................

being (a) member(s) of the above-named Company, hereby appoint the Chairman of the meeting, or failing him, (name(s) in full) .......................................................................................................................

as my/our proxy to attend, represent and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 55 Athol Street, Douglas, Isle of Man on 30 November 2021 at 10.00 a.m. and at any adjournment thereof.

Please indicate with an "X" in the space below how you wish your votes to be cast in respect of the Resolutions set out in the notice convening the Annual General Meeting. If no specific direction to voting is given, the proxy will vote or abstain at his discretion.

Resolutions 1 - 7 inclusive are proposed as Ordinary Resolutions. Resolution 8 is proposed as a Special Resolution.

For Against Withheld

ORDINARY BUSINESS

1. To receive and adopt the annual report and audited accounts of the Company for the year ended 30 April 2021, together with the Directors' and Auditor's reports thereon.
2. To re-appoint Lubbock Fine LLP as Auditor of the Company to hold office from the conclusion of the meeting to the conclusion of the next meeting at which the accounts are laid before the Company.
3. To authorise the Directors to determine the remuneration of Lubbock Fine LLP as Auditor of the Company.
4. To re-appoint as a Director Leslie Peterkin who retires by rotation at the commencement of the 2021 Annual General Meeting and submits himself for immediate reappointment to the Board.
5. To re-appoint as a Director Larry Bottomley in accordance with Article 87 who was appointed on 19 April 2021 and submits himself for immediate reappointment to the Board.
6. To re-appoint as a Director Stephen Whyte in accordance with Article 87 who was appointed on 19 April 2021 and submits himself for immediate reappointment to the Board.

SPECIAL BUSINESS - ORDINARY RESOLUTION

7. That the Directors be generally and unconditionally authorised in accordance with articles 5.1 and 5.2 of the Company's articles of association to exercise all of the powers of the Company to allot shares of an aggregate of 500,000,000 Ordinary Shares of no par value (in addition to the ordinary shares in issue at the date of the Annual General Meeting); such authority to expire (unless and to the extent previously revoked, varied or renewed by the Company in general meeting) at the conclusion of the next Annual General Meeting of the Company or, if earlier, the date 15 months after the date of passing this Resolution, provided that this authority shall allow the Company, before such expiry, to make an offer or

For Against Withheld

enter into an agreement which would or might require Ordinary Shares to be allotted after this authority expires and the directors may allot Ordinary Shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

SPECIAL BUSINESS - SPECIAL RESOLUTIONS

8. That subject to and conditional upon the passing of Resolution 7, the provisions of article 5.5 of the Company's articles of association requiring shares proposed to be issued for cash first to be offered to the members of the Company in proportions as near as may be to the number of the existing shares held by them respectively be and are hereby disapplied in relation to:

1. the allotment of Ordinary Shares pursuant to a rights issue and otherwise pursuant to a rights issue, open offer, scrip dividend scheme or other pre-emptive offer or scheme which is in each case in favour of holders of Ordinary Shares and any other persons who are entitled to participate in such issue, offer or scheme where the equity securities offered to each such holder and other person are proportionate (as nearly as may be) to the respective numbers of Ordinary Shares held or deemed to be held by them for the purposes of their inclusion in such issue, offer or scheme on the record date applicable thereto, but subject to such exclusions or other arrangements as the directors may deem fit or expedient to deal with fractional entitlements, legal or practical problems under the laws of any overseas territory, the requirements of any regulatory body or stock exchange in any territory, shares being represented by depositary receipts, directions from any holders of shares or other persons to deal in some other manner with their respective entitlements or any other matter whatever which the directors consider to require such exclusions or other arrangements with the ability for the directors to allot equity securities not taken up to any person as they may think fit; and
2. the allotment of Ordinary Shares for cash otherwise than pursuant to sub-paragraph (a) above up to an aggregate maximum number of 500,000,000 Ordinary Shares (in addition to the ordinary shares in issue at the date of the Annual General Meeting), such disapplication to expire on the same date as the expiration of any authority given in Resolution 7, provided that this disapplication shall allow the Company, before such expiry, to make an offer or enter into an agreement which would or might require Ordinary Shares to be allotted after this disapplication expires and the directors may allot such Ordinary Shares in pursuance of such an offer or agreement and in pursuance of any agreement existing prior to the passing of this Resolution as if the disapplication conferred hereby had not expired.

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

Date ...................................

Notes

1. You may appoint one or more proxies of your own choice, if you are unable to attend the meeting but would like to vote. If such an appointment is made, delete the words "the Chairman of the meeting" and insert the name(s) of the person or persons appointed as proxy/proxies in the space provided. A proxy need not be a member of the Company. If no name is entered, the return of this form duly signed will authorise the Chairman of the meeting to act as your proxy.
2. In the case of a corporation, this form of proxy must be executed under its common seal or under the hand of a duly authorised officer or attorney.
3. In order that this form of proxy shall be valid, it must be sent by post or sent by email [e-mail] by facsimile to [phone] together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy or copy in some other manner approved by the directors of such authority) to FIM Capital Limited, 55 Athol Street, Douglas, Isle of Man IM1 1LA so as to arrive not later than 10.00 a.m. on 28 November 2021 or in the event that the meeting is adjourned, not later than 48 hours before the time appointed for the meeting or any adjournment thereof.
4. The completion and return of a form of proxy will not, however, preclude shareholders from attending and voting in person at the meeting or at any adjournment thereof, should they wish to do so.
5. If two or more persons are jointly entitled to a share conferring the right to vote, any one of them may vote at the meeting either in person or by proxy, but if more than one joint holder is present at the meeting either in person or by proxy, the one whose name stands first in the register of members in respect of the joint holding shall alone be entitled to vote in respect thereof. In any event, the names of all joint holders should be stated on the form of proxy.
6. Unless instructed otherwise, the proxy may also vote or abstain from voting as he or she thinks fit on any other business which may properly come before the meeting (including amendments to resolutions).
7. A vote given by a proxy or authorised representative of a company is valid notwithstanding termination of his authority unless notice of the termination is received at the Company's registrars address as set out in paragraph 3 above (or at such other place at which the instrument of proxy was duly received) at least 48 hours before the time fixed for holding the meeting or adjourned meeting at which the vote is given.
8. To direct a 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 his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.