Energean : 2023 AGM Notice

THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take you are recommended to seek advice from your solicitor, accountant, stockbroker, bank manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000 who specialises in advising in connection with shares and other securities.

If you have sold or otherwise transferred all of your shares in Energean PLC (Energean or the Company) please send this document, together with the accompanying Form of Proxy, to the purchaser or transferee or to the stockbroker, bank, or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares. If you have sold or transferred part only of your holding in shares in Energean you should retain this document and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

ENERGEAN PLC

(Incorporated in England and Wales with Registered No. 10758801)

Notice of Annual General Meeting

The Notice of the Annual General Meeting of Energean (AGM), to be held at the offices of White & Case LLP at 5 Old Broad Street, London EC2N 1DW on Thursday, 18 May 2023 at 9.00 a.m., is set out on pages 5 to 7 of this document.

The Form of Proxy for use in relation to the AGM is enclosed. Whether or not you propose to attend the AGM, you are requested to complete the Form of Proxy in accordance with the instructions printed thereon and to return it to the Company's Registrar, Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible, but in any event, to be valid, your completed proxy instructions must be received no later than 9.00 a.m. on Tuesday, 16 May 2023. You can also appoint a proxy and indicate your voting instructions by using the electronic methods set out below.

A summary of the action to be taken by Shareholders is set out in the notes to the Notice of the AGM, set out on pages 11 to 13 of this document. The return of one or more completed Forms of Proxy will not prevent you from attending the AGM and voting in person if you wish to do so (and are so entitled).

DEFINITIONS AND GLOSSARY OF TERMS

The following definitions apply throughout this document unless the context requires otherwise (in addition to the terms defined in the text):

2022 Annual Report	the Company's annual report for the financial year ended 31 December 2022
Act	the Companies Act 2006 (as amended)
AGM or Annual General Meeting	the annual general meeting of the Company for which the notice is set out at
	the end of this document, or any reconvened meeting following adjournment
	thereof
Auditors	the Company's auditors, Ernst & Young LLP
Board	the board of Directors of the Company
Company or Energean	Energean PLC
Computershare or Registrar	Computershare Investor Services plc
Directors	the directors of the Company, whose names are set out on page 3
FCA	the Financial Conduct Authority
Form of Proxy	the enclosed form of proxy for use by Shareholders in connection with the AGM
Listing Rules	the Listing Rules of the FCA
Ordinary Shares	ordinary shares of £0.01 each in the capital of the Company
Resolutions	all resolutions to be put to the Annual General Meeting as set out in the notice of
	Annual General Meeting on pages 5 to 7 of this document
Shareholder	a holder of Ordinary Shares
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland
£ and p	pounds Sterling and pence Sterling, respectively

All references in this document to laws and regulations are to English laws and regulations, unless otherwise stated or as the context otherwise requires.

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CHAIR'S LETTER

	ENERGEAN PLC
	(Incorporated in England and Wales with Registered No. 10758801)
	Accurist House, 44 Baker Street, London W1U 7AL
Directors:
Karen Simon	Chair
Matthaios Rigas	Chief Executive Officer
Panagiotis Benos	Chief Financial Officer
Roy Franklin	Senior Independent Non-Executive Director
Andrew Bartlett	Independent Non-Executive Director
Amy Lashinsky	Independent Non-Executive Director
Kimberley Wood	Independent Non-Executive Director
Andreas Persianis	Independent Non-Executive Director
Efstathios Topouzoglou	Non-Executive Director
Company Secretary	Eleftheria Kotsana
24 April 2023
Dear Shareholder
	Sixth Annual General Meeting of the Company

I am pleased to inform you that the 2023 Annual General Meeting of the Company (AGM) will be held at the offices of White & Case LLP at 5 Old Broad Street, London EC2N 1DW on Thursday, 18 May 2023 at 9.00 a.m. The formal notice of the AGM and the Resolutions to be proposed are set out on pages 5 to 7 of this document. The purpose of this letter is to provide you with an explanation of the Resolutions to be proposed at the AGM.

All Resolutions apart from Resolutions 15 to 18 are proposed as ordinary resolutions. For each of these to be passed, more than 50 per cent of the votes cast at the meeting must be in favour of the Resolution. Resolutions 15 to 18 are proposed as special resolutions. For each of these to be passed, at least 75 per cent of the votes cast must be in favour of the Resolution. Voting on all Resolutions to be proposed at the AGM will be by way of a poll. This ensures that shareholders who are not able to attend the AGM, but who have appointed proxies, will have their votes fully taken into account.

Shareholders are welcome to attend and vote at the AGM in person. The AGM is an opportunity for Shareholders to engage directly with the Board and I hope that you will take the opportunity to do so. Questions can be submitted in advance of the AGM by emailing [e-mail] by no later than 9.00 a.m. on Tuesday, 16 May 2023. All questions will be considered and, where appropriate, answered either ahead of, or at, the AGM.

If you are unable to attend the AGM on the day to vote in person, you are strongly encouraged to lodge a vote by proxy ahead of the meeting. You are encouraged to appoint the Chair of the meeting as your proxy to exercise all or any of your rights to attend, vote and speak at the AGM by using the Form of Proxy or other methods as further described below and in the notes on page 11 to 13.

Any changes to the AGM arrangements will be published on the Company's website at https://www.energean.com/ investors and announced through the London Stock Exchange. I would ask that Shareholders monitor the website for any announcements and updates.

Explanatory notes on all the business to be considered at this year's AGM appear on pages 8 to 10 of this document.

Resolutions

Ordinary Resolutions

The Resolutions that will be considered at the AGM are as follows:

A resolution to receive the Company's annual accounts for the financial year ended 31 December 2022 together with the Directors' report and the Auditors' report on those accounts (Resolution 1).

An advisory resolution to approve the Directors' Remuneration Report is proposed (Resolution 2). The Directors' Remuneration Report can be found on pages 131 to 147 of the 2022 Annual Report. The Directors' Remuneration Report gives details of the amounts paid or payable to Directors in connection with their performance and the performance

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of the Company during the year ended 31 December 2022. This Resolution is advisory in nature and will not affect the future remuneration that is paid to any Director.

In accordance with the 2018 UK Corporate Governance Code, all of the Directors should be subject to annual re-election. Accordingly, Resolutions 3 to 11 seek the re-appointment of the Directors. Biographies of each of the Directors can be found on pages 94 to 98 of the 2022 Annual Report.

Resolution 12 recommends the re-appointment of Ernst & Young LLP as auditors to the Company and Resolution 13 proposes that the Directors be authorised to set their remuneration on the recommendation of the Audit & Risk Committee.

Resolutions 14, 15 and 16 relate to the Directors' authority to issue shares.

Resolution 14 seeks to renew the Directors' general authority to allot shares. The Investment Association Share Capital Management Guidelines state that an authority to allot up to two thirds of the existing issued share capital should be regarded by shareholders as routine business. The Company has taken authority for the full amount in prior years and seeks to do so again.

Special Resolutions

Resolutions 15 and 16 relate to the ability to issue new shares for cash other than in accordance with statutory pre-emption rights. In November 2022, The Pre-Emption Group updated their Statement of Principles to, amongst other things, support companies seeking authority to issue non-pre-emptively for cash equity securities representing:

1. no more than 10 per cent of a company's issued share capital for use on an unrestricted basis (as sought by Resolution 15); and
2. no more than an additional 10 per cent of a company's issued share capital for use in connection with the financing of an acquisition or specific capital investment that is announced contemporaneously with the issue, or that has taken place in the 12-month period preceding the announcement of the issue and is disclosed in the announcement of the allotment. Such issue can also be used for refinancing, if the authority is to be used within 12 months after the original transaction (as sought by Resolution 16).

In both cases, an additional authority of up to 2 per cent may be sought for the purposes of making a follow-on offer. The Company proposes to request such an authority as part of Resolutions 15 and 16.

In addition, a resolution is proposed to retain a notice period of 14 days for general meetings (other than an annual general meeting, which has a longer notice period) (Resolution 17).

The Company is also seeking authority to make market purchases of its own shares up to an aggregate of 17,893,785 shares (being approximately 10 per cent of the Company's issued share capital on 19 April 2023 being the latest practicable date prior to the publication of this document) (Resolution 18).

Recommendation

The Directors consider that all the proposed Resolutions to be considered at the AGM are in the best interests of the Company and its Shareholders as a whole and are most likely to promote the success of the Company. The Directors unanimously recommend that you vote in favour of all the proposed Resolutions, as they intend to do in respect of their own beneficial holdings which represent approximately 19.78 per cent of the issued share capital on 19 April 2023 (being latest practicable date prior to the publication of this document).

Action to be taken

Shareholders will find enclosed with this document a Form of Proxy for use in connection with the AGM. Shareholders are requested to complete, sign and return the enclosed Form or Proxy in accordance with the instructions printed thereon, so as to be received by the Company's Registrars, Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible and, in any event, no later than 9.00 a.m. on Tuesday, 16 May 2023. You can also appoint a proxy online and give your voting instructions at www.eproxyappointment.com/login or through CREST. If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for voting and appointing a proxy.

Yours faithfully,

Karen Simon

Chair

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY given that the 2023 Annual General Meeting of the Company will be held at the offices of White & Case LLP, 5 Old Broad Street, London EC2N 1DW on Thursday, 18 May 2023 at 9.00 a.m.

You will be asked to consider and vote on the Resolutions below. Voting on all Resolutions will be by way of a poll. Resolutions 1 to 14 will be proposed as ordinary resolutions; this means that for each of those ordinary resolutions to be passed, more than 50 per cent of the votes cast must be in favour. Resolutions 15 to 18 will be proposed as special resolutions; this means that for each of those Resolutions to be passed, at least 75 per cent of the votes cast must be in favour.

ORDINARY RESOLUTIONS

Reports and Accounts

1. To receive and adopt the Company's annual accounts for the financial year ended 31 December 2022 together with the Directors' report and the Auditors' report on those accounts.

Directors' Remuneration Report

2. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) set out on pages

131 to 147 of the Company's annual report and accounts for the financial year ended 31 December 2022.

Re-appointment of Directors

1. To re-appoint Ms Karen Simon as a director of the Company.
2. To re-appoint Mr Matthaios Rigas as a director of the Company.
3. To re-appoint Mr Panagiotis Benos as a director of the Company.
4. To re-appoint Mr Roy Franklin as a director of the Company.
5. To re-appoint Mr Andrew Bartlett as a director of the Company.
6. To re-appoint Mr Efstathios Topouzoglou as a director of the Company.
7. To re-appoint Ms Amy Lashinsky as a director of the Company.
8. To re-appoint Ms Kimberley Wood as a director of the Company.
9. To re-appoint Mr Andreas Persianis as a director of the Company.

Re-appointment of Auditors

12. To re-appoint Ernst & Young LLP as auditors of the Company, to hold office from the conclusion of this meeting for a period that may continue until the conclusion of the next general meeting at which the Company's annual report and accounts are laid before the meeting.

Auditors' Remuneration

13. To authorise the Directors to determine the remuneration of the auditors on the recommendation of the Audit &

Risk Committee.

Authority to allot Ordinary Shares

14. THAT, in accordance with section 551 of the Act, the Directors be generally and unconditionally authorised to allot Relevant Securities (as defined in the notes to this Resolution):

1. comprising equity securities (as defined by section 560 of the Act) up to an aggregate nominal amount of £1,191,726.13 (being approximately two-thirds of the nominal value of the Company's current issued share capital), such amount to be reduced by the nominal amount of any Relevant Securities allotted pursuant to the authority in paragraph 14 b) below, in connection with a 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; and

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