Ceres Power : 2020 Notice of AGM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are

in any doubt as to any aspects of the proposals referred to in this document or as to the action you should take, you are recommended to seek your own financial advice from your stockbroker, bank manager, solicitor, accountant, other professional adviser or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your shares in Ceres Power Holdings plc, please send this document, and the accompanying form of proxy, to the purchaser or transferee of those shares or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

13 November 2020

Dear Shareholder,

Ceres Power Holdings plc (the "Company")

Notice of Annual General Meeting

Please find enclosed the Notice of our Annual General Meeting ("Notice of AGM") to be held at 9am on Thursday 10 December 2020 at the offices of DAC Beachcroft LLP, 25 Walbrook, London EC4N 8AF. The Notice of AGM details a number of resolutions proposed by the Company's Board of Directors (the "Board"), a proxy form for you to complete and explanatory notes which contain information on the resolutions to be proposed at the Annual General Meeting ("AGM").

Resolutions 1 to 8 in the Notice of AGM will all be proposed as Ordinary Resolutions. This means that, for each of those Resolutions to be passed on a poll, members representing a simple majority of the total voting rights of the members voting (in person or by proxy), being more than 50%, must vote in favour of the Resolution.

Resolutions 9 and 10 in the Notice of AGM will be proposed as a Special Resolutions. For Special Resolutions to be passed on a poll, members representing not less than 75% of the total voting rights of the members voting (in person or by proxy) must vote in favour of the Resolution.

Please be advised that the Board has taken the decision to change its accounting reference date from 30 June to 31 December in order to bring the Group's year end in line with most companies and to avoid having a year end during the summer period. Therefore the Company intends that, at the next AGM to be held in June 2021, it will report on its audited results for the 18 months ending 31 December 2020 and put its accounts for such period to the members for approval, together with the reports of the Directors and the auditor of the Company on those accounts.

Explanatory details of the resolutions are set out in the note appended to the Notice of AGM.

Attendance and voting

As a result of the ongoing Coronavirus (COVID-19) pandemic, and in line with latest Government advice as at the date of the Notice of AGM, the Board is adopting a number of changes to the traditional running of the Company's AGM. The Company will make arrangements for a quorum to be present to transact the formal business of the meeting as set out in the Notice of AGM. Shareholders may attend by webinar ("AGM Webinar"), per the instructions detailed below, which will be recorded and be made available on the Company's website. The directors will give a business update to shareholders after the formal business set out in the Notice of AGM is considered at the AGM.

At the time of publication of the Notice of AGM, compulsory Government measures are in place restricting public gatherings as a result of the COVID-19 pandemic. In light of these measures and in order to reduce the risk of infection and with the safety and wellbeing of the Company's shareholders and employees in mind we are asking shareholders to not attend the AGM. Any shareholders who wish to attend in person will not be admitted.

All resolutions at the AGM will be put to shareholders by way of a poll rather than a show of hands, therefore you will not be able to vote by attending the webinar. However, your vote is still important and we would encourage you, regardless of the number of shares you own, to complete the enclosed proxy form. We encourage shareholders to appoint the Chair of the AGM as their proxy (either electronically or by post) with their voting instructions in place of attending the AGM in person. The poll results will be announced via a Regulatory News Service and on the Company's website as soon as practicable following the AGM.

Please vote online at www.investorcentre.co.uk/eproxy or by filling in the proxy form sent with this Notice and returning it by post to the Company's registrars as soon as possible. The registrars must receive your proxy form by 9am on Tuesday 8 December 2020. For instructions on proxy voting, please see the notes to the Notice of AGM for information on pages 5 to 7.

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AGM Webinar

Shareholders are encouraged to attend the AGM virtually by signing into the AGM Webinar. We ask you to please register by 8 December 2020 by following the link https://www.ceres.tech/2020-agm-registration/and the AGM Webinar details will be sent to you nearer the AGM date.

We strongly encourage shareholders to participate in the AGM by submitting any questions on the business of the AGM and resolutions in advance by e-mail to [e-mail] by posting questions live on the AGM Webinar. We will answer questions on the AGM Webinar and also publish the questions and answers on the Company's website after the meeting.

This situation is constantly evolving, and the UK Government may change current restrictions or implement further measures relating to the holding of general meetings. Any changes to the arrangements for the AGM (including, without limitation, as to proxy appointments, attendance, venue, format, the business to be considered or timing, as the case may be) will be communicated to members before the meeting through the Company's website and, where appropriate, via the Regulatory News Service.

The Board would like to take this opportunity to thank all shareholders for their continued support and understanding in these exceptional circumstances and wish them well during this challenging time.

Recommendation

Your Board believes that the resolutions contained in the Notice of AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board recommends that you vote in favour of each of the resolutions to be proposed at the Annual General Meeting, as your Directors on the Board intend to do in respect of their own shareholdings in the Company.

The Board looks forward to reporting to you on the year at the Annual General Meeting.

Yours faithfully,

Warren Finegold

Chair

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CERES POWER HOLDINGS PLC

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Ceres Power Holdings plc (the "Company") will be held at the offices DAC Beachcroft LLP, 25 Walbrook, London EC4N 8AF at 9am on Thursday 10 December 2020, or at any adjournment thereof, for the purposes of considering and, if thought fit, passing the following Resolutions ("Resolutions") of which Resolutions 1 to 8 will be proposed as Ordinary Resolutions and Resolutions 9 and 10 will be proposed as Special Resolutions:

1. To re-appoint BDO LLP as auditor of the Company, to hold office until the conclusion of the next Annual General Meeting and to authorise the Board, through the Audit Committee, to fix their remuneration.
2. To elect Mr Warren Finegold who will stand for election as a Director of the Company.
3. To elect Mr Uwe Glock who will stand for election as a Director of the Company.
4. To elect Mr Qinggui Hao who will stand for election as a Director of the Company.
5. To re-elect Mr Stephen Callaghan, who is retiring by rotation, as a Director of the Company.
6. To re-elect Ms Caroline Hargrove, who is retiring by rotation, as a Director of the Company.
7. To re-elect Mr Richard Preston, who is retiring by rotation, as a Director of the Company.
8. That the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "2006 Act") to allot Relevant Securities (as defined in the Company's articles):

8.1 comprising equity securities (as defined by section 560 of the 2006 Act) up to an aggregate nominal amount of £11,314,103 (representing approximately 66% of the nominal value of the Issued Share Capital of the Company) such amount to be reduced by the nominal amount of any Relevant Securities allotted pursuant to the authority in 8.2 below in connection with a rights issue:

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 or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

8.2 in any other case up to a maximum aggregate nominal amount of £5,657,051 (representing approximately 33% of the nominal value of the Issued Share Capital of the Company) such amount to be reduced by the nominal amount of any equity securities allotted pursuant to the authority in 8.1 above in excess of £5,657,051,

provided that:

8.3 this authority shall expire (unless previously renewed, varied or revoked) on the earlier of the date of the next Annual General Meeting of the Company and 10 March 2022; and

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