CAPRICORN ENERGY PLC

AGM Information • May 26, 2025

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

CAPRICORN ENERGY PLC

(Registered in Scotland No: SC226712)

PASSED: 22 MAY 2025

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At the annual general meeting of Capricorn Energy PLC (the "Company") duly convened and held at The Sheraton Grand Hotel, 1 Festival Square, Edinburgh EH3 9SR at 10.00 AM on Thursday, 22 May 2025, resolutions 11 and 12 were passed as ordinary resolutions and resolutions 13 to 16 were passed as special resolutions:

• 11) That the amendments to the rules of the Capricorn Energy PLC Long Term Incentive Plan (2017) (the "2017 LTIP") that are (i) summarised in paragraph 3 of Part I of the circular dated 15 April 2025 and sent by the Company to its shareholders; and (ii) contained in the amended rules of the 2017 LTIP produced in draft to the meeting and initialled by the Chair for the purpose of identification, be approved and the directors of the Company be authorised to do all such acts and things as they consider necessary or appropriate to carry the same into effect.
• 12) That:
  • (a) the directors be generally and unconditionally authorised to allot shares in the Company, or to grant rights to subscribe for or to convert any security into shares in the Company, up to a maximum nominal amount of £1,540,176.92;
  • (b) in addition to the authority contained in sub-paragraph (a) of this Resolution, the Directors be authorised to allot shares in the Company, or to grant rights to subscribe for or to convert any security into shares in the Company, comprising equity securities (within the meaning of section 560(1) of the Companies Act 2006 (as amended) (the "Act")) up to a maximum nominal amount of £1,540,176.92 in connection with a fully Pre-Emptive Offer;
  • (c) the authorities given by this Resolution:
    • (i) are given pursuant to section 551 of the Act and shall be in substitution for all pre-existing authorities under that section; and
    • (ii) unless renewed, revoked or varied in accordance with the Act, shall expire on 30 June 2026 or, if earlier, at the end of the next annual general meeting of the Company to be held in 2026, save that the Company may before such expiry

make an offer or agreement which would or might require the allotment of shares in the Company, or the grant of rights to subscribe for or to convert any security into shares in the Company, after such expiry; and

• (d) for the purpose of this Resolution, "Pre-Emptive Offer" means an offer of equity securities to:
  • (i) holders of ordinary shares (other than the Company) on a fixed record date in proportion to their respective holdings of such shares; and
  • (ii) other persons entitled to participate in such offer by virtue of, and in accordance with, the rights attaching to any other equity securities held by them,

in each case, subject to such exclusions or other arrangements as the Directors may deem necessary or appropriate in relation to fractional entitlements, legal, regulatory or practical problems under the laws or the requirements of any regulatory body or stock exchange of any territory or otherwise.

SPECIAL RESOLUTIONS

13) That:

• (a) subject to the passing of Resolution 12 set out in the notice of Annual General Meeting dated 15 April 2025 (the "Allotment Authority"), the directors of the Company be given power pursuant to section 570 of the Companies Act 2006 (as amended) (the "Act") to allot equity securities (within the meaning of section 560(1) of the Act) for cash pursuant to the Allotment Authority, and to sell treasury shares wholly for cash, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that such power shall be limited to the allotment of equity securities or the sale of treasury shares:
  • (i) in the case of paragraph (a) of the Allotment Authority:
    • (a) in connection with a Pre-Emptive Offer (as defined in the Allotment Authority); or
    • (b) otherwise than in connection with a Pre-Emptive Offer, up to a maximum nominal amount of £462,099.28; and
    • (c) otherwise than in connection with a Pre-Emptive Offer or under paragraph (b) immediately above, up to a nominal amount equal to 20% of any allotment of equity securities (or sale of treasury shares) from time to time under paragraph (b) immediately above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption

Rights most recently published by the Pre-Emption Group prior to the date of this notice.

• (ii) in the case of paragraph (b) of the Allotment Authority, in connection with a Pre-Emptive Offer; and
• (b) the power given by this Resolution:

(i) shall be in substitution for all pre-existing powers under section 570 of the Act; and

• (ii) unless renewed in accordance with the Act, shall expire at the same time as the Allotment Authority, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry.
• 14) That:
  • (a) subject to the passing of Resolution 12 set out in the notice of Annual General Meeting dated 15 April 2025 (the "Allotment Authority"), the directors of the Company be given power pursuant to section 570 of the Companies Act 2006 (as amended) (the "Act"), in addition to any authority granted or power given under Resolution 13 of the notice of Annual General Meeting dated 15 April 2025, to allot equity securities (within the meaning of section 560(1) of the Act) for cash pursuant to the Allotment Authority, and to sell treasury shares wholly for cash, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that such power shall be limited to the allotment of equity securities or the sale of treasury shares :
    • (i) up to a maximum nominal amount of £462,099.28 and used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months of the original transaction) a transaction which the Directors determine to be an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and
    • (ii) otherwise than under paragraph (i) immediately above, up to a nominal amount equal to 20% of any allotment of equity securities (or sale of treasury shares) from time to time under paragraph (i) immediately above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and
• (b) the power given by this Resolution shall expire at the same time as the Allotment Authority, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the power conferred by this Resolution had not expired.
• 15) That, in substitution for any existing authority, the Company be generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (as amended) (the "Act"), to make market purchases (within the meaning of section 693 of the Act) of fully paid ordinary shares of 799/¹²² pence each in each case on such terms and in such manner as the directors of the Company may decide provided that:
  • (i) the maximum number of Ordinary Shares that may be purchased by the Company pursuant to this authority is 10,576,695 Ordinary Shares (representing 14.99% of the Company's issued ordinary share capital (excluding treasury shares) at 11 April 2025);
  • (ii) the minimum price (exclusive of expenses) which may be paid for any such Ordinary Share shall not be less than the nominal value of that share at the time of purchase;
  • (iii) the maximum price (exclusive of expenses) which may be paid for any Ordinary Share purchased pursuant to this authority is an amount equal to the higher of (a) an amount equal to 105% of the average of the middle market prices shown in the quotations for the Company's Ordinary Shares in the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and (b) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venues where the purchase is carried out; and
  • (iv) unless previously varied, revoked or renewed, the authority conferred by this Resolution shall expire on the earlier of 30 June 2026 or at the end of the next annual general meeting of the Company to be held in 2026, but the Company may make a contract to purchase Ordinary Shares under this authority before its expiry which will or may be completed wholly or partly after the expiry of this authority, and may complete such a purchase as if this authority had not expired.
• 16) That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice, provided that this authority shall expire at the end of the next annual general meeting of the Company to be held in 2026.

Signed ……………………………………

Paul Ervine Company Secretary