Providence Resources P l c : AGM Circular

AGM Circular

COVID-19 - In light of current and anticipated public health guidelines related to COVID-19, and the importance of the health and safety of shareholders, staff and others, shareholders are asked to comply with certain unprecedented but urgent recommendations for the Annual General Meeting.

Shareholders are requested not to attend the Annual General Meeting in person and, instead, to avail of the proxy voting service (see Note 4 of this Notice of Annual General Meeting for instructions on how to use this service) and the following teleconferencing facilities:

Audience Event Link:https://globalmeet.webcasts.com/starthere.jsp?ei=1465012&tp_key=13344f67b9

Click on the link above to attend the presentation from your laptop, tablet or mobile device. Audio will stream through your selected device, so be sure to have headphones or your volume turned up. A full replay of the presentation will be available at the same link shortly after the conclusion of the live presentation (if applicable).

Audio Conference Details:

Please see the phone information with your dial in numbers and Passcode to access the webcast by phone.

Passcode:	433085
Ireland	[phone]
United Kingdom	[phone]

Notice is hereby given that the Annual General Meeting of Providence Resources P.l.c. will be held at The Hilton Hotel, Charlemont Place, Saint Kevin's, Dublin, D02 A893 , Ireland, on 22 July 2021 at 11.00am for the purpose of considering, and if thought fit, passing the following Resolutions, of which Resolutions numbered (1) to

1. will be proposed as Ordinary Resolutions, and Resolution numbered (5) will be proposed as Special Resolutions.

Ordinary Resolutions

1. To receive and consider the Directors' Report and Financial Statements for the year ended 31 December 2020.
2. To elect Mr. Andrew Mackay as a Director.

Providence Resources. Registered Office: Paramount Court, Corrig Road, Sandyford Business Park, Dublin D18 R9C7

1. To elect Mr. James Menton as a Director.
2. To authorise the Directors to fix the remuneration of the Auditors.

Special Resolutions

1. That the Directors be and they are hereby empowered pursuant to Section 1022 and Section 1023(3) of the Companies Act 2014 to allot equity securities (within the meaning of Section 1023 of the Companies Act 2014) for cash as if the said Section 1022(1) of the Companies Act 2014 did not apply to any such allotment, such power being limited to:

1. the allotment of equity securities in connection with or pursuant to any offer of equity securities open for a period fixed by the Directors, by way of rights issue, open offer or otherwise (an "Offering") to the holders of ordinary shares and/or any other persons entitled to participate therein (including without limitation any holders of options under the Company's share option scheme(s) for the time being) in proportion (as nearly as may be) to their respective holdings of ordinary shares (or, as appropriate, the number of ordinary shares which such other persons are for the purposes of such Offering deemed to hold) on a record date fixed by the Directors (whether before or after the date of this meeting) and subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with any legal or practical problems under the laws of any territory or the requirements of any regulatory body or any stock exchange in any territory or in relation to fractional entitlements or otherwise howsoever;
2. pursuant to the terms of any scheme for Directors and/or employees etc. of the Company and/or its subsidiaries; and
3. otherwise than pursuant to sub-paragraphs (a) and (b) above, having in the case of the relevant shares (as defined by the said Section 1023 the allotment of equity securities up to a nominal aggregate amount equal to €97,486 (representing approximately 10% of the issued share capital of the Company as at the close of business on 17 June 2021),

provided in each case the power shall, unless revoked or renewed by special resolution or the articles of association of the Company, expire on the earlier of fifteen months from the date of passing this Resolution and the conclusion of the next annual general meeting of the Company unless previously renewed, varied or revoked by the Company in general meeting, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or issued after such expiry and the Directors may allot equity securities (as defined by the said Section 1023) in pursuance of such offer or agreement as if the power conferred hereby had not expired.

Dated 18 June 2021, by order of the Board, Paramount Court, Corrig Road, Sandyford Business Park, Dublin 18, D18 R9C7, Republic of Ireland.

Providence Resources. Registered Office: Paramount Court, Corrig Road, Sandyford Business Park, Dublin D18 R9C7

Notes:

Entitlement to attend and vote

1. Pursuant to Section 1105 of the Companies Act 2014 (as modified by section 1087G of that Act) and Regulation 14 of the Companies Act 1990 (Uncertificated Securities) Regulations 1996, entitlement to attend and vote at the AGM and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6.00 p.m. on (Sunday 18 July 2021), on the day before the day which is 72 hours before the scheduled time of the AGM. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the AGM.

Appointment of proxies

1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy as an alternate to attend, speak, ask questions and vote instead of him/her/it and may appoint more than one proxy to attend on the same occasion in respect of shares held in different securities accounts. A member acting as an intermediary on behalf of one or more clients may grant a proxy to each of its clients or their nominees and such intermediary may cast votes attaching to some of the shares differently from other shares held by it. The appointment of a proxy will not preclude a member from attending, speaking, asking questions and voting at the meeting or at any adjournment thereof should the member subsequently wish to do so. A proxy need not be a member of the Company. If you wish to appoint more than one proxy, please contact the Registrars of the Company, Computershare, by sending an email to [e-mail] during normal business hours.
2. A Form of Proxy is enclosed with this Notice of Annual General Meeting. To be effective, the Form of Proxy duly completed and executed, together with any original power of attorney or other authority under which it is executed or a copy of such authority certified notarially or by a practicing solicitor in the Republic of Ireland, must be deposited by hand at the offices of the Company's Registrar, Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland, or returned by post to Computershare Investor Services (Ireland) Ltd, PO Box 13030, Dublin 24, Ireland, in any case so as to be received no later than 48 hours before the time appointed for the Annual General Meeting or any adjournment thereof or (in the case of a poll taken otherwise than at or on the same day as the Annual General Meeting or adjourned Annual General Meeting) at least 48 hours before the taking of the poll at which it is to be used. Any alteration to the Form of Proxy must be initialed by the person who signs it.
3. In addition to Note 2 above, and subject to the Constitution of the Company, and provided it is received at least 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof or (in the case of a poll taken otherwise than at or on the same day as the Annual General Meeting or adjourned Annual General Meeting) at least 48 hours before the taking of the poll at which it is to be used, the appointment of a proxy may;

Providence Resources. Registered Office: Paramount Court, Corrig Road, Sandyford Business Park, Dublin D18 R9C7

1. 1. by submitted by fax to [phone], provided it is received in legible form; or
   2. be submitted electronically, via the internet by accessing the Company's Registrar's proxy voting website www.eproxyappointment.com, entering the Control Number, SRN and PIN all located on the Proxy Form. Shareholders will be required to have their Shareholder Reference Number ("SRN") as printed on the face of the accompanying form of Proxy. Full details of the procedures, including voting instructions are given on the website.
2. To appoint more than one proxy please contact the Registrar on [phone]. Euroclear Bank participants and CDI holders in CREST should consult the Euroclear Bank Services Description and the CREST International Manual. The Company may treat as invalid a proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Companies Act, 1990 (Uncertified Securities) Regulations, 1996.
3. In the case of a corporation, the Form of Proxy must be either executed under its common seal, signed on its behalf by a duly authorised officer or attorney, or submitted in accordance with Note 3 above.

Voting rights and total number of issued shares in the Company

1. As a member, you have a number ways of exercising your vote: (a) by attending the Annual General Meeting in person; or (b) by appointing a proxy to vote on your behalf. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other registered holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
2. The total number of issued ordinary shares on the date of this Notice of Annual General Meeting is 974,864,403 ordinary shares. On a vote on a show of hands, every member present in person and every proxy has one vote (but no individual shall have more than one vote). On a poll every member shall have one vote for every share carrying rights of which he is the holder.
3. Where a poll is taken at an Annual General Meeting any member, present in person or by proxy, holding more than one share is not obliged to cast all his/her votes in the same way.
4. Ordinary resolutions are required to be passed by a simple majority of members voting in person or by proxy. Special resolutions are required to be passed by a majority of not less than 75% of votes cast by those who vote either in person or in proxy.
5. On any other business which may properly come before the Annual General Meeting, or any adjournment thereof, and whether procedural or substantive in nature

Providence Resources. Registered Office: Paramount Court, Corrig Road, Sandyford Business Park, Dublin D18 R9C7

(including without limitation any motion to amend a resolution or adjourn the meeting) not specified in this Notice of Annual General Meeting, the proxy will act at his/her discretion.

Other resolutions

12. The Annual General Meeting is being convened to consider the specific resolutions as incorporated in this Notice of Annual General Meeting. As a result, it is not proposed that any other resolution would be considered at the meeting.

COVID-19

13. The Annual General Meeting is being convened to consider the specific resolutions as incorporated in this Notice of Annual General Meeting. As a result, it is not proposed that any other resolution would be considered at the meeting.

INVESTOR ENQUIRIES
Providence Resources P.l.c.	Tel: [phone]
Alan S Linn,
Chief Executive Officer
Joe Langbroek
Investor Relations
J&E Davy	Tel: [phone]
Anthony Farrell
Murray Consultants	Tel: [phone]
Joe Heron

Providence Resources. Registered Office: Paramount Court, Corrig Road, Sandyford Business Park, Dublin D18 R9C7