Ceres Power : 2021 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.

20 May 2021

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 17 June 2021 at Roffey Park Institute, Forest Road, Horsham, West Sussex, RH12 4TB. 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 7 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 8 and 9 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 following the Board's decision to change its accounting reference date from 30 June to 31 December, the Company is reporting on its audited results for the 18 months ending 31 December 2020 and is presenting its accounts for such period to the members, 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

In light of the current COVID-19 restrictions and in line with latest Government advice, physical attendance and voting in person at the AGM will not be permitted. If there are any changes to the arrangements of the AGM, including if Government guidance allows physical attendance, these will be communicated to members before the meeting through the Company's website and, where appropriate, via the Regulatory News Service.

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 remotely attend and submit written questions 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 and answer relevant question at the beginning of the AGM, after which the formal business as set out in the Notice of AGM will be considered.

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 AGM Webinar. However, your vote is important and we would encourage you, regardless of the number of shares you own, to complete the enclosed proxy form and appoint the Chair of the AGM as your proxy. 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 15 June 2021. For instructions on proxy voting, please see the notes to the Notice of AGM for information on pages 5 to 8.

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AGM Webinar

Shareholders are encouraged to attend the AGM virtually by signing into the AGM Webinar, which will be hosted by the Investor Meet Company platform. Please register your attendance on the following link: https://www.investormeetcompany.com/ceres-power-holdings-plc/register-investorand 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 via the Investor Meet Company dashboard up until 9am the day before the AGM or at any time during the AGM Webinar. We will answer questions at the AGM and also publish the questions and answers on the Company's website after the meeting.

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 business of the Company 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 Roffey Park Institute, Forest Road, Horsham, West Sussex, RH12 4TB at 9am on Thursday 17 June 2021, or at any adjournment thereof, for the purposes of considering and, if thought fit, passing the following Resolutions ("Resolutions") of which Resolutions 1 to 7 will be proposed as Ordinary Resolutions and Resolutions 8 and 9 will be proposed as Special Resolutions:

ORDINARY RESOLUTIONS

1. To receive and consider the accounts of the Company for the financial period ended 31 December 2020, together with the reports of the Directors of the Company (the "Board") and the auditor of the Company on those accounts.
2. 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 its remuneration.
3. To elect Mr William Tudor Brown who will stand for election as a Director of the Company.
4. To re-elect Mr Philip Caldwell, who is retiring by rotation, 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 Mr Aidan Hughes, who is retiring by rotation, as a Director of the Company.
7. That the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for, or to convert any securities into, shares in the Company:
8. 1. up to a maximum aggregate nominal amount of £6,147,550 (representing approximately 33% of the nominal value of the issued share capital of the Company); and in addition
   2. equity securities (as defined by section 560 of the 2006 Act) up to an aggregate nominal amount of £6,147,550 (representing approximately 33% of the nominal value of the issued share capital of the Company) in connection with an offer of such securities by way of a rights issue,

provided that such 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 17 September 2022 save that in each case the Company may before the expiry of such period make an offer or agreement which would or might require rights to subscribe for or to convert any securities into shares to be granted or equity securities to be allotted after such authority expires and the Directors of the Company may allot Equity Securities or grant such rights under any such offer or agreement as if this authority had not expired.

This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot shares in the Company but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

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SPECIAL RESOLUTIONS

Partial disapplication of statutory pre-emption rights

8. That, if resolution 7 is passed, the Board be authorised to allot equity securities (as defined by section 560 of the CA 2006) for cash under the authority given by that resolution as if section 561 of the Companies Act 2006 did not apply to any such allotment, such authority to 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 7.2, by way of a rights issue 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 may otherwise consider necessary, but subject to such exclusions or other arrangements as the Board may deem necessary; and
3. the allotment of equity securities (otherwise than under 8.1 above) up to a nominal amount of £931,447 (representing approximately 5% of the nominal value of the issued share capital of the Company),

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 17 September 2022) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the authority expires and the Board may allot equity securities under any such offer or agreement as if the authority had not expired.

Authority to disapply pre-emption rights in connection with an acquisition or specified capital investment

9. That, if resolution 7 is passed, the Board be authorised in addition to any authority granted under resolution 8 to allot equity securities (as defined by section 560 of the CA 2006) for cash under the authority given by that resolution as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

1. limited to the allotment of equity securities up to a nominal amount of £931,447 (representing approximately 5% of the nominal value of the issued share capital of the Company); and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 17 September 2022) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the authority expires and the Board may allot equity securities under any such offer or agreement as if the authority had not expired.

Dated: 20 May 2021

Registered office: Viking House, Foundry Lane, Horsham, West Sussex, RH13 5PX

By order of the Board

Company Secretary

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