Baron Oil : AGM Notice 2023

Proof 3: 22.05.2023

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 Baron Oil 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 regulationsin 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 with registered number 05098776)

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. Youare recommended to read the whole of this document but your attention is drawn, in particular, to the letter from the Chairman 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 an Annual General Meeting of the Company to be held at 38-43 Lincoln's Inn Fields, London WC2A 3PE at 11.00 a.m. on 29 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 at 3 Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX no later than 11.00 a.m. on 27 June 2023, being 48 hours before the time appointed for the holding of the Annual General Meeting (excluding weekends and bank holidays) or any adjournment thereof, either by post or electronically, details of which are given below.

Alternatively, a proxy may be returned by online submission via the Company'sRegistrars, or via CREST, details of both are also given below.

Baron Oil Plc

(incorporated and registered in England with registered number 5098776)

Directors:	Registered Office:
John Wakefield (Non-executive Chairman)	Finsgate
Andrew Yeo (Chief Executive Officer)	5 - 7 Cranwood Street
Jonathan Ford (Technical Director)	London
Keith Bush (Non-executive Director)	EC1V 9EE
	22 May 2023
To the Shareholders and for information only to Option Holders
Dear Shareholder

Notice of Annual General Meeting

1 Introduction

I am pleased to be writing to you with details of our annual general meeting ("Annual General Meeting" or "AGM") which we are holding at 38-43 Lincoln's Inn Fields, London WC2A 3PE at

11.00 a.m. on 29 June 2023. The formal notice of Annual General Meeting is set out at the end of this document.

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

2 Agenda of the Annual General Meeting

The following resolutions are to be proposed at the Annual General Meeting:

Ordinary Business

Resolution 1 - Receiving the Financial Statements

The Board recommends the receiving of the audited Financial Statements for the financial year ended 31 December 2022 together with the Report of the Directors and the Auditors' Report (together the "Accounts").

Resolution 2 - Auditors' Appointment and Remuneration

Jeffreys Henry LLP has indicated that it will not seek re-appointment as the Company's auditor at the Annual General Meeting as, following a business reorganisation, the firm will provide audit services to clients from another company in the group, Gravita Audit Limited. A resolution to appoint Gravita Audit Limited as the Company's auditor will be proposed at the Annual General Meeting.

Resolution 3 - Re-election of Director

The Board recommends the re-election of Mr John Wakefield who retires by rotation in accordance with Article 102.1 of the Company's Articles of Association, and, being eligible, offers himself for re-election.

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A brief biography of Mr Wakefield is set out below.

John Wakefield, Non-executive Chairman

John Wakefield, aged 68, is an experienced quoted company director and corporate financier having previously worked at several nominated adviser firms. He qualified as a solicitor with McKenna & Co and lectured in law at the University of Newcastle before moving into corporate finance. He is currently a NED at Drumz plc (LSE:DRUM.L) and Petards Group Plc (LSE:PEG.L) and has been a member of the AIM Advisory Group, chairman of the London Stock Exchange Regional Advisory Group for the South West, and chairman of South West Angel and Investor Network Limited (SWAIN). He holds a Bachelor of Civil Law degree from Oxford.

Resolution 4 - Re-election of Director

The Board recommends the re-election of Mr Keith Bush who retires as he was appointed following the last Annual General Meeting of the Company in accordance with article 106 of the Articles. Mr Bush, being eligible, offers himself for re-election.

A brief biography of Mr Bush is set out below.

Keith Bush, Non-executive Director

Keith Bush, aged 53, is an experienced quoted company director having worked for over 30 years in the energy industry. He has a petroleum engineering background, with significant experience in the oil and gas sector. Previously he has worked for Amerada Hess, Burlington Resources and E.ON Ruhrgas, before joining AIM quoted Northern Petroleum plc, initially as COO and later as CEO. Keith is currently COO at TelosNRG Limited, an advisory consultancy which he co-owns. He holds a degree in Physics from the University of Manchester. He was appointed as a Non-executive Director of Baron in 2022.

Resolution 5 - Authority to allot

This is an ordinary resolution granting general authority to the Directors to allot equity securities up to an aggregate nominal amount of £3,450,000. The renewed authority represents 42% of the enlarged capital of the Company compared to 46% last year. This authority, if approved, will terminate at the conclusion of the Company's next annual general meeting or to the extent that such authority is revoked, varied, renewed or extended prior to such date.

Special Business

Resolution 6 - Disapplication of Pre-emption rights

This is a special resolution authorising the Directors to issue equity securities up to an aggregate nominal amount of £2,600,000 for cash on a non pre-emptive basis pursuant to the authority conferred by resolution 5 above. The renewed authority represents 35% of the enlarged capital of the Company compared to 36% last year. This will allow the Board to allot 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 terminate at the conclusion of the Company's next annual general meeting or to the extent that such authority is revoked, varied, renewed or extended prior to such date.

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3 Action to be taken

A Form of Proxy for use at the meeting is enclosed with this letter.

Whether or not you intend to be present at the Annual General Meeting in person, you are requested to complete the enclosed Form of Proxy in accordance with the instructions printed thereon. 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'sRegistrars, Share Registrars Limited at 3 Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX no later than 11.00 a.m. on 27 June 2023, being 48 hours before the time appointed for the holding of the Annual General Meeting (excluding weekends and bank holidays) or any adjournment thereof, either by post or electronically, details of which are given below.

Alternatively, a proxy may be returned by online submission via the Company's Registrars, or by means of CREST. Details of both are also given below.

4 Recommendation

The Board considers that the Resolutions are in the best interests of the Company and its Shareholders as a whole. Your Board unanimously recommends that you should vote in favour of the Resolutions.

Yours faithfully

John Wakefield

Non-executive Chairman

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Baron Oil Plc

(incorporated and registered in England and Wales with registered number 05098776)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of Baron Oil Plc (the "Company") will be held at 38-43 Lincoln'sInn Fields, London WC2A 3PE at 11.00 a.m. on 29 June 2023 for the purposes of considering and, if thought fit, approving the following Resolutions, of which Resolutions 1 to 5 (inclusive) will be proposed as Ordinary Resolutions and Resolution 6 as a Special Resolution:

Ordinary Resolutions

1. To receive the Accounts for the financial year ended 31 December 2022.
2. To appoint Gravita Audit Limited as auditors to the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and to authorise the Directors to determine their remuneration.
3. Tore-appointMr John Wakefield, who retires by rotation in accordance with Article 102.1 of the Company's Articles of Association, as a Director of the Company.
4. To re-appoint Mr Keith Bush, who was appointed after the date of the last annual general meeting, as a Director of the Company.
5. THAT in accordance with section 551 of the Companies Act 2006 (the "Act"), the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £3,450,000 provided that this authority shall, unless renewed, varied or revoked by the Company,expire on the conclusion of the next annual general meeting of the Company save that the Company may, before such expiry, make offer(s) or enter agreement(s) which would or might require shares or equity securities (within the meaning of section 560 of Act) to be allotted or such rights granted after such expiry and the Directors may allot shares in the Company or grant equity securities in pursuance of such offers or agreements notwithstanding that the authority conferred by this resolution has expired.

Special Resolution

6. THAT, conditional on the passing of Resolution 5 above, and in accordance with section 570 of the Act, the Directors be generally empowered to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred by resolution 5 or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to:

1. the allotment of equity securities in connection with an offer of equity securities to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or arrangements as the Directors may deem necessary or expedient in relation to the treasury shares, fractional entitlements, record dates, arising out of any legal or practical problems under the laws of any overseas territory or the requirements of any regulatory body or stock exchange; and

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