Good Energy : Notice of requisitioned General Meeting (opens in new window)

Notice of general meeting and recommendation to

Vote against

both of Ecotricity's

resolutions

Will Whitehorn plays a vital role in delivering value for shareholders

The sale of Good Energy's generation portfolio

is a crucial step forward in the delivery of our strategy

This document is important and requires your immediate attention.

If you are in any doubt about the contents of this document or as to the action you should take, you are recommended immediately to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are in a country outside the United Kingdom, another appropriately authorised independent financial adviser. If you were a Shareholder and have sold or otherwise transferred all your Shares, please send this document (but not any accompanying personalised Form of Proxy) as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, neither this document nor any accompanying document(s) should be forwarded or transmitted to or in any jurisdiction outside the United Kingdom where to do so may violate any legal or regulatory requirement. If you are a Shareholder and you have sold or transferred part only of your registered holding of Shares, please contact the stockbroker, bank or other agent through whom the sale or transfer was effected.

The distribution of this document, together with accompanying documents, into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession such documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.

GOOD ENERGY GROUP PLC

(A public limited company incorporated in England and Wales Incorporated in England and Wales under

the Companies Act 1985 with registered number 04000623)

NOTICE OF REQUISITIONED GENERAL MEETING

AND

RECOMMENDATION TO

VOTE AGAINST BOTH OF THE REQUISITIONED RESOLUTIONS

Notice convening the Requisitioned General Meeting, to be held at 9am on 11 February 2022, at the offices of SEC Newgate, 14 Greville Street, London, EC1N 8SB is set out at the end of this document.

Shareholders are requested to complete and return the Form of Proxy accompanying this document for use at the Requisitioned General Meeting. To be valid, Forms of Proxy must be completed and returned in accordance with the instructions printed thereon to the Company's Registrar, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road Bristol BS99 6ZY as soon as possible and, in any event, so as to be received by no later than 9am on 9 February 2022.

Currently public health guidance and legislation issued by the U.K. Government in relation to the COVID-19 pandemic would permit public gatherings and travel at the date of the Requisitioned General Meeting. The health and safety of our Shareholders and colleagues is always our utmost priority. Therefore, in order to minimise the public health risks from public gatherings and travel because of the COVID-19 pandemic, refreshments will not be served, and Directors will not be available to meet with Shareholders, before or after the Requisitioned General Meeting. The Board also ask anyone attending the meeting wears a face mask. Good Energy will continue to monitor the developing impact of COVID-19, including any changes to the applicable law or guidance from the U.K. Government. Should it become necessary or appropriate to revise the current arrangements for the Requisitioned General Meeting, Good Energy will notify Shareholders via its website and (where appropriate) via a Regulatory Information Service. Shareholders are therefore encouraged to check Good Energy's website and the latest U.K. Government guidance before finalising their travel arrangements to attend the Requisitioned General Meeting in person.

Good Energy Notice of Requisitioned General Meeting

Contents
Expected timetable...................................................................................................	2
Letter from the Board..............................................................................................	3
Questions and answers...........................................................................................	7
Definitions.......................................................................................................................	9
Notice of Requisitioned General Meeting..................................................	10

Good Energy Notice of Requisitioned General Meeting

1

Expected timetable

Latest time and date for receipt of Forms of Proxy

9am on 9 February 2022

Record time for entitlement to vote at Requisitioned General Meeting

Close of business on 9 February 2022

Requisitioned General Meeting

9am on 11 February 2022

1. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service.
2. All times referred to in this document are, unless otherwise stated, references to London time.

2 Good Energy Notice of Requisitioned General Meeting

Letter from the Board

Good Energy Group PLC,

Monkton Park Offices, Monkton Park, Chippenham, SN15 1GH

Directors

Nigel Pocklington

Chief Executive Officer

Will Whitehorn

Non-Executive Director

(Independent) and Chair

Rupert Sanderson

Chief Financial Officer

Juliet Davenport

Non-Executive Director

Emma Tinker Non-ExecutiveDirector (Independent)

Timothy Jones Non-ExecutiveDirector (Independent)

Nemone Wynn-EvansNon-ExecutiveDirector (Independent)

14 January 2022

Dear Shareholder,

Vote AGAINST both

of Ecotricity's resolutions

We are sorry to be writing once again to make you aware of disruption caused to Good Energy's progress by Ecotricity.

On 24 December 2021, the Board received a request from Ecotricity to convene a general meeting of Shareholders. This letter provides Shareholders with details of the Requisitioned Resolutions and sets out the Board's recommendations in relation to voting on the Requisitioned Resolutions

1. Requisitioned Resolutions

Ecotricity has requested that the Board convenes the Requisitioned General Meeting for the purpose of considering the Requisitioned Resolutions, namely:

• an ordinary resolution to remove William ('Will') Whitehorn from office as a director of the
  Company (Resolution 1); and
• a special resolution to direct the Board not to dispose of the Group's generation assets without
  Shareholder approval (Resolution 2).

Resolution 1 will be proposed as an ordinary resolution and Resolution 2 will be proposed as a special resolution. Both Resolutions will be conducted by way of a poll. An ordinary resolution requires a simple majority of members entitled to vote and present in person or by proxy to vote in favour in order for it to be passed. A special resolution requires a majority of at least 75 per cent. of members entitled to vote and present in person or by proxy to vote in favour in order for it to be passed.

The formal notice convening the Requisitioned General Meeting and setting out the full text of the Requisitioned Resolutions is set out on pages 10 to 12 of this document.

Good Energy Notice of Requisitioned General Meeting

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