Anglo African Agriculture : Announcement - AGM Notice April 2022

THIS NOTICE AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or other professional adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you sell or have recently sold or transferred all of your ordinary shares in Anglo African Agriculture plc, please forward this Notice and accompanying Form of Proxy at once 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 sell or have sold only part of your holding of ordinary shares in Anglo African Agriculture plc, please consult the person through whom the sale or transfer was effected. However, this Notice should not be forwarded to or sent in or into any jurisdiction in which to do so would constitute a breach of the relevant laws of such jurisdiction.

Anglo African Agriculture plc

(incorporated and registered in England and Wales under number 07913053)

NOTICE OF ANNUAL GENERAL MEETING

Notice of the Annual General Meeting of Anglo African Agriculture plc (the "Company") to be held at the offices of VSA Capital Limited, Park House, 16-18 Finsbury Circus, London, EC2M 7EB at 10am on 29 April 2022 is set out in pages 4 to 7 of this document.

A form of proxy for use at the Annual General Meeting is enclosed and, to be valid, should be completed and returned in accordance with the instructions printed on the form so as to be received by the Company's Registrars, Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD as soon as possible and in any event so as to arrive no later than 10am on 27 April 2022. Completion and return of a form of proxy will not prevent members from attending and voting in person should they wish to do so.

Anglo African Agriculture plc

(incorporated and registered in England and Wales under number 07913053)

Registered Office

Park House

16-18 Finsbury Circus

London

EC2M 7EB

6 April 2022

To the holders of shares in Anglo African Agriculture plc

Notice of Annual General Meeting 2022

Dear Shareholder

Details of Meeting

I am pleased to be writing to you with details of our Annual General Meeting ("AGM") which we are holding at Park House, 16-18 Finsbury Circus, London, EC2M 7EB at 10am on 29 April 2022.

You will find enclosed with this notice the Company's annual accounts and reports for the year ended 31 October 2021.

The formal notice of AGM is set out on pages 4 to 7 of this document. A copy of this notice and the Company's annual report and accounts for the year ended 31 October 2021 can be viewed on our website atwww.aaaplc.com.

If you would like to vote on the resolutions, but cannot come to the AGM, please fill in the proxy form sent to you with this notice and return it in accordance with the instructions printed on the form as soon as possible. It must be received by 10am on 27 April 2022.

Summary and explanation of the resolutions proposed

Resolutions 1 to 9 will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed more than half of the votes cast must be in favour of the resolution.

Resolutions 10 and 11 will be proposed as special resolutions. This means that for that for the resolutions to be passed at least three-quarters of the votes cast must be in favour of the resolution.

A summary of the resolutions proposed is set out on page 8 of this document.

Due to the delay in the aborted Comarco transaction concluding at the time, the Company inadvertently exceeded its borrowing limits in its Articles when it issued convertible loan notes in settlement of certain advisory fees and certain long-outstanding obligations. As a result, in resolution 8, the Company is seeking ratification of the breach and, in resolution 7, permission to exceed these borrowing limits by the shareholders until a suitable reverse takeover transaction has been concluded by the Company.

The board also considers it appropriate that the directors be granted authority to allot shares in the capital of the Company up to an aggregate nominal value of £26,000,000 in order to issue sufficient shares to complete a suitable reverse takeover transaction. These are resolutions 9 and 10.

Recommendation

The directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. Your board will be voting in favour of them and unanimously recommend that you vote in favour of them.

My board colleagues and I thank you for your support.

Yours faithfully

Andrew Monk Chairman

NOTICE is hereby given that the Annual General Meeting of Anglo African Agriculture plc (the "Company") will be held at Park House, 16-18 Finsbury Circus, London, EC2M 7EB at 10am on 29 April 2022 to consider and, if thought fit, pass the following resolutions which will be proposed as indicated.

ORDINARY RESOLUTIONS

• 1. To receive the annual accounts for the period ended 31 October 2021, together with the reports of the directors and auditors.

• 2. To re-elect Robert Scott as a director.

• 3. To reappoint Jeffreys Henry LLP as auditors of the Company and to hold office until the conclusion of the next Annual General Meeting at which accounts are laid before the Company.

• 4. To authorise the directors to determine the auditors' remuneration.

• 5. To approve the directors' remuneration policy set out in the directors' remuneration report on page 16 of the annual accounts and reports for the period ended 31 October 2021.

• 6. To approve the directors' remuneration report (excluding the remuneration policy) set out on pages 16 and 17 of the annual accounts and reports for the period ended 31 October 2021.

• 7. That the directors be and are hereby generally and unconditionally authorised to exceed the borrowing limits set out in the Company's Articles until, but not beyond, the completion of the acquisition of a company or companies that will constitute a reverse takeover.

• 8. That pursuant to section 239 of the Companies Act 2006, the conduct of the board of directors (as it was constituted at the relevant time) in inadvertently exceeding the borrowing limits set out in the Company's articles be hereby ratified.

• 9. That the directors be and are hereby generally and unconditionally authorised, pursuant to section 551 of the Companies Act 2006 (the "Act"), to issue and allot, or grant rights to subscribe for or convert any securities into, ordinary shares of £0.02 each in the capital of the Company ("Ordinary Shares") up to an aggregate nominal value of £26,000,000, provided that this authority shall, unless renewed varied or revoked by the Company, expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution (or if earlier on the date falling six months after the next accounting reference date in 2022), save that the Company may make an offer or agreement before the expiry of this authority which would or might require Ordinary Shares to be allotted after such expiry and the Directors may allot Ordinary Shares pursuant to any such offer or agreement as if the authority conferred by this resolution had not expired. This resolution revokes and replaces all unexercised authorities previously granted to the directors in accordance with section 551 of the Act but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

  A reference to Ordinary Shares in resolution 9 includes any right to subscribe for, or to convert any security into, Ordinary Shares.

• 4 ANGLO AFRICAN AGRICULTURE PLC

SPECIAL RESOLUTIONS

• 10. THAT, subject to and conditional upon resolution 9 being passed, the directors be and are hereby authorised pursuant to section 570 of the Act, to allot equity securities (as defined by section 560 of the Act) for cash pursuant to the authority conferred by resolution 9 above as if section 561 of the Act did not apply to any such allotments. Such power shall, subject to the continuance of the authority conferred by resolution 9, expire at the conclusion of the next annual general meeting of the Company (or if earlier on the date falling six months after the next accounting reference date in 2022), but so that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted for cash after such expiry and the directors may allot equity securities pursuant to such offer or agreement as if such power had not expired. This resolution revokes and replaces all unexercised powers previously granted to the directors to allot equity securities as if section 561 of the Act did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities.

• 11. That the Company be and is hereby generally and unconditionally authorised to hold general meetings (other than its annual general meeting) on 14 clear days' notice from the date of the passing of this resolution, such authority expiring at the conclusion of the next annual general meeting of the Company.

By Order of the Board

Stephen Clow Company Secretary Dated: 6 April 2022

Registered Office: Park House

16-18 Finsbury Circus London

EC2M 7EB