Exillon Energy : 2020 AGM Notice

EXILLON ENERGY PLC

(the "Company")

Annual General Meeting 2020

Dear Shareholder

I have pleasure in enclosing with this letter the Notice of the tweflth Annual General Meeting of the Company (the "Notice") to be held at the offices of Padva, Haslam- Jones & Partners LLP, Hamilton House, 1 Temple Avenue, London, EC4Y 0HA on Tuesday 22 December 2020 at 11.00 am (the "AGM" or the "Meeting").

In normal circumstances, the Annual General Meeting provides an opportunity for the Directors to meet with Shareholders, provide our perspective on the progress of the Company over the past year and to answer any questions Shareholders may have. In order to protect the safety and health of Shareholders and Directors and to operate in accordance with Government guidelines with respect to the size of public gatherings during the current Coronavirus pandemic, Shareholders are unfortunately politely asked not to attend the AGM.

The purpose of the Meeting is for the Shareholders to consider and, if thought fit, pass resolutions 1 to 5 (as detailed in the Notice) as ordinary resolutions (requiring more than 50% of the votes cast at the Meeting) and resolution 6 as a special resolution (requiring at least 75% of the votes cast at the Meeting). All of the resolutions (the "Resolutions" or individually the "Resolution") will be put to the vote of the Shareholders. The results of the voting will be posted on the Company's website after the Meeting and will be published via a Regulatory Information Service.

Explanatory notes regarding the Resolutions and the rights of Shareholders to vote on them, which form a part of the Notice, are provided in the sections headed 'Explanatory Notes on Resolutions' and 'Notes to the Notice of Annual General Meeting'.

As Shareholders are asked not to attend the AGM they are requested to ensure their votes on the Resolutions are counted by appointing the Chair of the AGM as proxy to represent them. Shareholders will find enclosed with this document a Form of Proxy for completion.

To be valid the Form of Proxy must be completed in accordance with the instructions set out on the form, signed and returned to the offices of Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, in accordance with the instructions printed thereon as soon as possible but, in any event, to be received no later than 11 a.m. on 18 December 2020.

The quorum requirements for the Meeting as set out in the Company's articles of association (the "Articles"), will be facilitated by the Company allowing attendance by two (pre-agreed) individuals attending in person, each being either a Shareholder, a proxy for a Shareholder or a duly authorised representative of a corporation which is a Shareholder. Additional individuals beyond those pre-agreed to form the quorum will not be permitted to attend the Meeting.

We will continue to monitor the evolving impact of the pandemic on the health and safety of our Shareholders, customers, colleagues and communities. If it becomes necessary or appropriate to make changes to the proposed format of the AGM, we will inform Shareholders as soon as we can. Shareholders are encouraged to monitor our

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website at www.exillonenergy.comand also announcements made by the Company via the Regulatory News Service.

Shareholders are invited to submit questions in advance of the AGM. Answers to questions on key themes will be displayed on our website, www.exillonenergy.com, as soon as is practically possible. Further details are contained in the Notes to the Notice of Annual General Meeting.

As Shareholders are aware, the Company held an Extraordinary General Meeting on 18 November 2020 in order to propose the cancellation of the listing of its Ordinary Shares on the Official List and of admission of the Ordinary Shares to trading on the London Stock Exchange's Main Market for listed securities (the "Cancellation"). Shareholders voted to approve the Cancellation, which is now expected to take effect on 18 December 2020.

From the date of the Cancellation, the Company will cease to be listed on a regulated market and will be subject to a reduced legal and regulatory burden associated with maintaining such a listing. As a result, the agenda of the Meeting will be simplified in comparison to Annual General Meetings held in previous years reflecting the Company's non-listed status as of the date of the AGM.

The Board of Directors believes that all the Resolutions to be considered at the AGM are, if passed, in the best interests of the Company and its Shareholders as a whole and are intended to promote the success of the Company. The Directors unanimously recommend that Shareholders vote in favour of each Resolution.

My fellow Directors and I hope that as many of you as possible are able to return completed and signed proxy forms to the offices of Computershare Investor Services (Jersey) Limited by the stated deadline and we thank you for your continued support.

Yours faithfully

Sergey Koshelenko (Chairman of the Board of Directors)

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EXILLON ENERGY PLC

(the "Company")

Registered in the Isle of Man with Company Number: 002516V

NOTICE OF ANNUAL GENERAL MEETING 2020

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you should consult your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or otherwise transferred all your ordinary shares in the Company, this Notice and the enclosed accompanying proxy form should be passed to the person through whom the sale or transfer was made for transmission to the purchaser or transferee.

NOTICE IS HEREBY GIVEN THAT the 2020 Annual General Meeting of the Company will be held at the offices of Padva, Haslam-Jones & Partners LLP, Hamilton House, 1 Temple Avenue, London, EC4Y 0HA on 22 December 2020 at 11.00 am to consider and, if thought fit, to approve the following resolutions, of which resolutions 1 to 5 are being proposed as ordinary resolutions and resolution 6 is being proposed as a special resolution.

Ordinary Resolutions

1. To re-elect Viacheslav Nekrasov as a Director of the Company.
2. To re-elect Sergey Koshelenko as a Director of the Company.
3. To re-elect Alexander Markovtsev as a Director of the Company.
4. To re-elect Roman Kudryashov as a Director of the Company
5. To re-elect Natalya Shternberg as a Director of the Company

Special Resolutions

6. To resolve that a general meeting of the Company other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Date: 20 November 2020	BY ORDER OF THE BOARD
Registered Office:
First Names House
Victoria Road
Douglas
Isle of Man	______________________
IM2 4DF
For and on behalf of
	Bridgehouse Company Secretaries Limited
	Company Secretary
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NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING (or "AGM"):

Shareholders should note that whilst it is not possible to attend the AGM physically, they are encouraged to ensure their vote is counted by appointing the Chair of the AGM as their proxy.

1. Right to vote at the Annual General Meeting

To be entitled to vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), Shareholders must be registered in the Register of Members of the Company at 5.00 pm on 18 December 2020 or, in the event of any adjournment of the AGM, at 5 pm on the second day prior to the day of the adjourned Meeting. Changes to entries on the register of Shareholders after the relevant deadline shall be disregarded in determining the rights of any person to vote at the AGM.

As explained in the Chairman's letter accompanying this AGM Notice, Shareholders are requested not to attend the AGM, but are strongly encouraged to lodge their voting instructions by appointing the Chair as their proxy.

2. Voting

Voting on each Resolution will be conducted by way of a poll as voting on a show of hands is not possible in the circumstances and, in any event, a poll is a more transparent and democratic method of voting as Shareholders' votes are counted according to the number of shares registered in their names. The voting results will be published on our website, www.exillonenergy.com, as soon as practicably possible following the Meeting.

3. Appointment of Proxies

1. Shareholders are advised to appoint the Chair of the Meeting as their proxy to exercise all or any of their rights to attend and vote at the AGM.
   Shareholders are requested not to attend the AGM but are strongly encouraged to lodge their voting instructions by appointing the Chair as their proxy. Proxies other than the Chair should not be appointed as they will not be allowed to attend the Meeting.
2. Proxies may be appointed by:
3. 1. Completing the proxy form enclosed with this Notice (see note 3.3 below);
   2. submitting proxy instructions electronically (see Note 3.4 below); or
   3. utilising the CREST electronic proxy appointment service (see note 3.5 below).
4. To be valid proxy forms must be received at the offices of Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 11.00 am on 18 December 2020.
   Regarding the form of proxy enclosed, a space has been left to allow Shareholders to specify the number of shares in respect of which that proxy is appointed. Shareholders who return the form of proxy duly executed but leave this space blank will be deemed to have appointed the proxy in respect of all of the shares owned by them.

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Shareholders are requested not to attend the AGM but are strongly encouraged to lodge their voting instructions by appointing the Chair as their proxy. Proxies other than the Chair should not be appointed as they will not be allowed to attend the Meeting.

1. Shareholders may submit their proxy instructions electronically by accessing www.investorcentre.co.uk/eproxy. For security purposes, Shareholders will be asked to enter the control number, their shareholder reference number (SRN) and personal identification number (PIN) to validate the submission of their proxy online. The control number and Shareholders' individual SRN and PIN numbers are shown on the printed form of proxy. For further information, see the instructions printed on the form of proxy.
2. CREST members who wish to appoint a proxy by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
   To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the AGM. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 18(4)(a) of the Uncertificated Securities Regulations 2006 (Isle of Man).
   Shareholders are requested not to attend the AGM but are strongly encouraged to lodge their voting instructions by appointing the Chair as their proxy. Proxies other than the Chair should not be appointed as they will not be allowed to attend the Meeting.

1. Joint Holders of Shares
   In the case of joint holders of shares, seniority is determined in the order in which the names appear on the register of Shareholders of the Company. Where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the more senior will be accepted.
   Shareholders are requested not to attend the AGM but are strongly encouraged to lodge their voting instructions by appointing the Chair as their proxy. Proxies other than the Chair should not be appointed as they will not be allowed to attend the Meeting.
2. Corporate Representatives
   Corporate Shareholders may appoint corporate representatives to attend, speak and vote on their behalf at the AGM provided that they do not do so in relation to the same shares. Where a person is authorised to represent a corporate shareholder at the Meeting, they will be required, prior to the Meeting to produce a certified copy of the resolution from which he/she derives his/her authority.
   Shareholders are requested not to attend the AGM but are strongly encouraged to lodge their voting instructions by appointing the Chair as

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their proxy. Proxies other than the Chair should not be appointed as they will not be allowed to attend the Meeting.

1. Documents available for inspection
   Copies of documents are, under normal circumstances, available for inspection at the registered office of the Company during normal business hours on any weekday (public holidays excepted) from the date of this Notice until the conclusion of the AGM and at the place of the AGM for 15 minutes prior to and during the Meeting. Under the circumstances, should Shareholders wish to obtain copies of the documents listed, please submit a request to the registered address of the Company. There may be a charge for posting and making copies of the documents.
   Documents for inspection:
2. 1. a copy of the Company's Articles; and
   2. each Director's service contract or letter of appointment.
3. Total number of shares and voting rights
   As at 8:00 am on 20 November 2020 (being the Latest Practicable Date) the
   Company's issued share capital comprised 161,510,911 Ordinary Shares carrying one vote each. Therefore, the total number of voting rights in the Company as at 20 November 2020 is 161,510,911.
4. Questions at the Annual General Meeting
   While Shareholders may not attend the AGM, they are invited to submit questions in advance of the AGM. Answers to questions on key themes will be displayed on the Company's website, www.exillonenergy.com, as soon as is practically possible, while answers to more specific questions will be given by return of email.
   Should you wish to ask a question in advance of the Meeting, please do so by sending email to [e-mail].
   Any Shareholder has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if:
5. 1. to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information:
   2. the answer has already been given on a website in the form of an answer to a question: or
   3. it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.

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EXPLANATORY NOTES ON RESOLUTIONS

The Directors believe that the proposed Resolutions are in the best interests of the Company and its Shareholders as a whole and unanimously recommend that Shareholders vote in favour of each Resolution.

ORDINARY RESOLUTIONS

Each of these Resolutions will be proposed as an ordinary resolution. This means that for each of these Resolutions to be passed, more than 50% of the votes cast must be in favour of the Resolution.

Resolutions 1 to 5: To Re-elect Directors

In accordance with the Articles, all of the Directors offer themselves for re-election at the AGM. Directors are subject to annual review by the Nomination Committee (or at any time when that committee is not formed, the Board) and it is the current policy of the Board that Non-Executive Directors serve up to a maximum of 9 years. Each Director has given an assurance to the Board that he/she remains committed to his/her role as a Director and will ensure that he/she devotes sufficient time to his/her duties, including attendance at Board and committee meetings.

The Board has determined that Alexander Markovtsev, Roman Kudryashov and Natalia Shternberg are independent Directors.

Biographies of all the Directors summarising their skills and experience are set out below.

Sergey Koshelenko

Non-Executive Chairman

Mr. Koshelenko was appointed to the Board as a Non-Executive director on 20 January 2014 and subsequently became Chairman on 21 March 2014. Mr. Koshelenko has more than 20 years of experience in investment and banking industries. In the past Mr. Koshelenko has held the following positions: a member of the Board of Directors of OPIN (Onexim Group), Globex Capital and Expert RA, the Deputy CEO of VEB Capital LLC (Investment Company of Vnesheconombank), Chairman of the Board of the International Financial Club Bank, Deputy Chairman of ROSBANK, Deputy Head of the Investment Banking Department of VTB, Director of Credit Suisse First Boston. Mr. Koshelenko has a degree in International Economic Relations from the State Finance Academy.

Viacheslav Nekrasov

Chief Executive Officer

Mr. Nekrasov was appointed as Chief Executive Officer of the Company on 31 May 2018. Mr. Nekrasov has more than 20 years of experience in corporate finance and investment. Before joining the Company as CEO he served as Project Finance Director of JSC Kompleksnye Investitsii and was responsible for organising and managing debt and project finance transactions in the oil and gas and real estate sectors. Prior to this, Mr. Nekrasov held the following positions: CEO of Agency Plus LLC, Head of Investment Development Projects of ESN Group, Deputy CEO of FinanceConsult. Mr. Nekrasov has a degree in Economics and Company Management from the Higher School of Economics, National Research University.

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Alexander Markovtsev

Senior Independent Non-Executive Director

Mr. Markovtsev was appointed to the Board on 28 May 2014. Mr. Markovtsev has more than 15 years of working experience as a lawyer with major international law firms. During this time he has specialised in transaction support in the oil and gas sector, having advised on numerous significant M&A transactions. He has also advised extensively on various issues relating to corporate governance and corporate social responsibility. Mr. Markovtsev has a degree with honours from the Moscow State Law Academy and earned his doctorate in 2014.

Roman Kudryashov

Independent Non-Executive Director

Mr. Kudryashov was appointed to the Board on 28 May 2014. Mr. Kudryashov has worked for more than 20 years in finance. Most recently he served as head of Verno Private Equity Fund. Prior to joining Verno, Mr. Kudryashov held a variety of senior positions at Sberbank, including CFO, member of the Investment Committee and member of the Board of Directors. During his extensive career in finance, Mr. Kudryashov also held senior positions at Martinico B.V., Petrocommerce Bank and JPMorgan, dealing with business restructuring, investment operations and other financial issues. Mr. Kudryashov holds an MBA degree from Wharton Business School, University of Pennsylvania.

Natalya Shternberg

Independent Non-Executive Director

Ms. Shternberg was appointed to the Board on 28 May 2014. Ms. Shternberg has considerable experience in the oil and gas industry, having held senior positions over a 20 year period at a variety of oil and gas companies such as Souz Petrolium SA, Summa Group, Star Oil, Baltic Oil Invest Ltd., Yakutsk Fuel and Energy Company (YATEC) and Soyuz Petroleum SA (affiliated to Primorsk and Novorossiysk Port, a crude oil and petroleum products trading company). Ms. Shternberg is currently a member of the Board of Directors of Soyuz Bunkering Group (Hong Kong, Dubai, Singapore, Rotterdam). Ms. Shternberg holds a PhD in sociology from the Lomonosov Moscow State University.

SPECIAL RESOLUTION

This Resolution will be proposed as a special resolution. This means that for this Resolution to be passed, at least 75% of the votes cast must be in favour of it.

Resolution 6: Reduced notice of General Meetings other than an Annual General Meeting

The Company's Articles stipulate that the notice period required for all general meetings is 21 days' notice unless Shareholders approve a shorter notice period for general meetings other than the Annual General Meeting. The shorter notice period cannot however be less than 14 days. The Directors would like the flexibility afforded by this Resolution and will use the authority where the Directors consider this to be appropriate in relation to the business to be conducted at the meeting and in the interests of the Company and Shareholders as a whole. The approval will be effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed. The Company will also need to meet the requirement in the Articles to provide electronic voting for Shareholders in order to be able to call a general meeting on less than 21 days' notice.

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