United Oil & Gas : Notice of Annual General Meeting 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES 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 your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000, or from an appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all of your ordinary shares in United Oil & Gas Plc, please forward this document and the accompanying Form of Proxy at once to the purchaser or transferee or to the stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, such documents should not be forwarded to, or transmitted in or into, any jurisdiction where to do so might violate the relevant laws and regulations in that jurisdiction. If you have sold or transferred only part of your holding in the shares, you should retain this document and consult the stockbroker, bank or other agent through whom the sale of transfer was effected.

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

(Incorporated and registered in England and Wales with company number 09624969)

NOTICE OF ANNUAL GENERAL MEETING

This document should be read in conjunction with the accompanying Form of Proxy and the Notice of Annual General Meeting set out at the end of this document. You are recommended to read the whole of this document but your attention is drawn, in particular, to the letter from the Chair which is set out on pages 2 to 4 of this document and which recommends you to vote in favour of all of the Resolutions to be proposed at the Annual General Meeting.

Notice of the Annual General Meeting of the Company to be held at the offices of Armstrong Teasdale, 38 - 43 Lincoln's Inn Fields, London WC2A 3PE at 1.00 p.m. on 7 June 2023 is set out at the end of this document. A Form of Proxy for holders of ordinary shares for use at the Annual General Meeting accompanies this document. To be valid, the enclosed Form of Proxy should be completed and returned as soon as possible and, in any event, so as to reach the Company's Registrars, Share Registrars Limited, 3 Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX no later than 48 hours before the Annual General Meeting (excluding non-business days).

United Oil & Gas Plc

(Incorporated and registered in England and Wales with company number 09624969)

Registered Office:

38 - 43 Lincoln's Inn Fields,

London

WC2A 3PE

12 May 2023

To Shareholders and, for information purposes only, to holders of options and warrants

Dear Shareholders,

NOTICE OF 2023 ANNUAL GENERAL MEETING

1. Introduction

I am pleased to be writing to you with details of our annual general meeting ("AGM" or "Meeting") which we are holding at the offices of Armstrong Teasdale, 38 - 43 Lincoln's Inn Fields, London WC2A 3PE at 1:00 p.m. on 7 June 2023. The formal notice of AGM is set out at the end of this document.

The purpose of this letter is to provide you with an explanation of the resolutions to be proposed at the AGM (the "Resolutions") and of the action you should take in order to register your vote.

2. Matters for consideration at the AGM

The following Resolutions will be proposed at the AGM.

Resolution 1 Receiving the Accounts

The Board of Directors of the Company recommends the receiving of the accounts for the year ended 31 December 2022, together with the reports of the Directors and the Auditors.

Resolution 2 Auditors' re-appointment and remuneration

The resolution relating to the re-appointment of KPMG Chartered Accountants, Statutory Audit Firm and fixing their remuneration is usual business for the AGM.

Resolution 3 Re-election of Director

The Board recommends the re-election of Graham Martin who retires at the AGM, and being eligible, offers himself for re-election.

Resolution 4 Re-election of Director

The Board recommends the re-election of Brian Larkin who retires at the AGM, and being eligible, offers himself for re-election.

2

Resolution 5 Re-election of Director

The Board recommends the re-election of Jonathan Leather who retires at the AGM, and being eligible, offers himself for re-election.

Resolution 6 Election of Director

The Board recommends the election of Peter Dunne who was appointed to the Board following the last annual general meeting and therefore his appointment is required to be ratified by ordinary resolution at the AGM. Mr Dunne, being eligible, offers himself for election.

Peter Dunne, Chief Financial Officer, was appointed as an Executive Director on 1 June 2022.

Resolution 7 Re-election of Director

The Board recommends the re-election of Iman Hill who retires at the AGM, and being eligible, offers herself for re-election.

Resolution 8 Directors' authority to allot

Generally, the Directors may only allot shares in the Company (or grant rights to subscribe for, or to convert any security into, shares in the Company) if they have been authorised to do so by Shareholders in a general meeting.

Resolution 8 renews a similar authority given at last year's AGM which, if passed, will authorise the Directors to allot shares in the Company (and to grant such rights to subscribe shares) up to an aggregate nominal amount of £2,187,628 (equal to approximately one third of the nominal value of the issued share capital of the Company as at 11 May 2023, being the last practicable date before the publication of this document). If given, this authority will expire at the conclusion of the Company's next Annual General Meeting.

Resolution 9 Disapplication of pre-emption rights

This is a special resolution authorising the Directors to issue equity securities up to an aggregate nominal amount of £2,187,628 for cash on a non pre-emptive basis pursuant to the authority conferred by Resolution 8 above. This will allow the Board to allot shares (and the sale of any treasury shares for cash) without recourse to the Shareholders so that it can move quickly from time to time as it deems appropriate. This authority, if approved, will expire at the conclusion of the Company's next Annual General Meeting.

Special Business

Resolution 10 Company's Authority to Make On Market Purchases

This resolution seeks shareholder approval for authority, for the Company to make on market purchases of its own ordinary shares as permitted by the Companies Act 2006 (the "Act") and is proposed as a special resolution. If it passes, the resolution gives authority for the Company to purchase up to a maximum nominal amount of £656,354, representing approximately 10 per cent. of the Company's issued ordinary share capital (excluding treasury shares) as at 11 May 2023. The authority specifies the minimum and maximum prices that may be paid for any ordinary shares and shall expire (unless previously renewed, varied or revoked by the Company in a general meeting) at the conclusion of the Company's next Annual General Meeting from the date of the authority.

Any shares purchased in the market under this authority may be either cancelled or held as treasury shares, which may then be cancelled, sold for cash or used to satisfy obligations under its employee share scheme. No dividends are paid on shares while they are in treasury and no voting rights attach to treasury shares.

3

The Directors have indicated their intention to consider utilising the power to be conferred by this resolution on a limited share buyback programme from a portion of the proceeds from the sale of the UK Central North Sea Licence P2519 containing the Maria discovery in Block 15/18e ("the Maria Licence") as announced on 17 January 2023, on completion of that sale transaction and subject to the prevailing market conditions. Please note your Board undertakes to exercise this power only when it believes, in its sole discretion, that such an exercise is in the best interests of the shareholders generally and will result in an increase in earnings per ordinary share.

Resolution 11 - Proposal for the cancellation of the Company's Share Premium Account

Background

Subject to the completion of the sale of the Maria Licence, the Company is considering undertaking a court approved capital reduction in order to generate distributable reserves to enable it to carry out proposed share buyback(s) as outlined above.

The Company's articles of Association ("Articles"), English company law and the applicable accounting standards place technical restrictions on the ability of the Company to purchase shares in the Company and pay dividends. The purpose of this resolution is to create sufficient distributable reserves in the Company (by applying the realised profits to increase the accumulated profit on the Company's income statement). The principal benefit of this will be to enable the Company to redeem or carry out a buy back of the Company's shares and allow a more efficient utilisation of the Company's reserve accounts.

The Company currently has a balance on its Share Premium Account of £12,456,245 which has arisen as a result of various prior issues by the Company of its shares at prices in excess of their nominal value. Under the Companies Act 2006 (the "Act"), a company's Share Premium Account constitute non- distributable reserves of a company and the sums credited to those reserves are not distributable to shareholders.

The Articles and the Act permit the Company to cancel its share premium account ("Cancellation") in appropriate circumstances provided the Company resolves by special resolution to do so and if subsequent confirmation of that cancellation is given by the High Court of Justice in England and Wales ("Court").

The reserve which arises as a result of this cancellation can then be transferred to the Company's distributable reserve account as representing realised profit except to the extent that, and for so long as, the Company has undertaken that it will not treat the reserve arising as a realised profit, or where the Court has directed that it shall not be treated as a realised profit.

Subject to any direction given by the Court in confirming the proposed cancellation and subject to the terms of any undertaking given by the Company in relation to the reserve which arises, the effect of the proposal, if approved by shareholders, will enable the Company to increase its distributable reserves by the balance on the Company's Share Premium Account in existence at the time the proposed cancellation take effect.

The current balance of the Share Premium account is £12,456,245. The Board does not anticipate that there will be any material change to the balance of this account prior to the proposed cancellation taking effect.

The Company must obtain shareholder consent in order to implement the Cancellation. Resolution 11 as contained in the Notice of Annual General Meeting set out at the end of this document, will, subject to the confirmation of the Court, cancel the Share Premium Account.

Therefore if Resolution 11 is duly passed at the AGM, it would be necessary for the Company thereafter to apply to the Court for confirmation of the cancellation of the Share Premium Account. The Cancellation will take effect when an order of the Court confirming the cancellation and a statement of capital approved by the Court, have been registered with the Registrar of Companies.

4

The Board reserves the right (where necessary by application to the Court) to abandon, discontinue or adjourn, in whole or in part, any application to the Court for confirmation of the Cancellation (and/or not make such application) if the Board believes that the terms required to obtain confirmation are unsatisfactory to the Company or would not be in the best interests of the Company and/or the shareholders as a whole or if, as the result of a material unforeseen event, the Board considers that to continue with the Cancellation would be inappropriate or inadvisable.

Although there are no assurances or guarantees that the Company will conduct a share buyback and/or apply to Court for confirmation of the Cancellation, the Board consider it prudent to propose resolutions 10 and 11 to the Shareholders at the AGM in order to have the relevant authorities available should the Board decide, in its sole discretion, to proceed rather than incur separate costs and expenses to convene a separate general meeting of shareholders.

3. Form of Proxy

The Company encourages Shareholders to appoint the Chair of the AGM as a proxy to vote on their behalf. Shareholders can vote on the Resolutions using an online portal, following the procedure below.

• Visitingwww.shareregistrars.uk.comand following the online instructions. Through the website shareholders will be able to access the Registrars' Portal, on which they will be able to register to be able to vote. For security reasons, registration is a two-stage authentication process. Once registered, shareholders will be able to vote online via the platform.
• Completing and returning the Form of Proxy to the Company's Registrars, Share Registrars Limited, 3 Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX no later than 48 hours before the Annual General Meeting (excluding non-business days).

4. Recommendation

The Board considers each of the proposed Resolutions to be in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of all the Resolutions as they intend to do in respect of their own holding of ordinary shares.

Please let me take this opportunity to thank all Shareholders for their continued support.

Yours faithfully,

Graham Martin

Non-Executive Chair

United Oil & Gas Plc

5