Pre-Annual General Meeting Information • Aug 7, 2025
Pre-Annual General Meeting Information
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If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if you reside elsewhere, another appropriately authorised financial adviser.
If you have recently sold or transferred all of your shares in WILDCAT PETROLEUM PLC, please send this notice and the accompanying documents as soon as possible to the purchaser or transferee or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.
(Incorporated in England and Wales under the Companies Act 2006 with registered number 12392909.)
Notice of the General Meeting ("GM") of Wildcat Petroleum plc (the "Company") to be held at Streetly Community Library, Blackwood Road, Streetly B74 3PL on Friday 29 August 2025 at 12.00 hours is set out at pages 4 to 11 of this document and the recommendation of the Directors is set out on pages 2 and 3.
Shareholders will receive a Form of Proxy for use at the General Meeting. The Form of Proxy should be completed and returned to Neville Registrars, Neville House, Steelpark Road, Halesowen, B62 8HD (the "Registrar") in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received no later than 48 hours before the time appointed for holding the meeting or, in circumstances where the GM is adjourned, 48 hours before the time of the adjourned meeting (excluding any UK non-working days). If you hold your Ordinary Shares in uncertificated form (i.e. in CREST) you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Registrar (under CREST Participant ID 7RA11) by no later than 48 hours before the time appointed for holding the meeting or, in circumstances where the GM is adjourned, 48 hours before the time of the adjourned meeting (excluding any UK non-working days). The time of receipt will be taken to be the time from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
The action to be taken in respect of the General Meeting is set out in the Chairman's letter.
(Incorporated in England and Wales under the Companies Act 2006 with registered number 12392909)
Mandhir Singh (Chairman) Glyn Foster Roberts (Non-Executive Director)
Belmont House Third Floor Suite Asco-303 Belmont Road Uxbridge Middlesex, England UB8 1HE
6 August 2025
Dear Shareholder
I am pleased to inform you that a General Meeting (the "GM") of Wildcat Petroleum Plc (the "Company") will be held at Streetly Community Library, Blackwood Road, Streetly B74 3PL on Friday 29 August 2025 at 12.00 hours to consider and, if shareholders approve, pass the below resolution.
This letter explains why the Board of the Company recommend that shareholders of the Company vote in favour of the Resolution.
The Company's ordinary shares are currently admitted to the equity shares (shell companies) listing category of the Official List of the Financial Conduct Authority and are trading on the Main Market of the London Stock Exchange plc. The admission to the Official List and to trading on the Main Market took place at 8.00 a.m. on 30 December 2020, following the publication of a prospectus issued on 30 November 2020 (the "Prospectus").
On 29 July 2024 the new UK Listing Rules ("UKLR") came into force. For shell companies that were listed on the Official List before 29 July 2024, and shell companies that were in-flight applicants (as defined in the UKLRs), the UKLRs provide certain alleviations from the eligibility requirements and continuing obligations in UKLR 13 under the Transitional Provisions of the UKLR. These Transitional Provisions in relation to listed shell companies expired on 29 July 2025. From 30 July 2025, if the Company continues to be a listed shell company, it is required to make any changes necessary to ensure its full compliance with the rules set out in UKLR 13. These changes include making changes to the Company's articles of association to ensure these comply with UKLR 13.2.1R (Time period for initial transaction to be completed) as required by UKLR 13.3.2R.
UKLR 13.2.1R requires completion of an initial transaction within 24 months from Admission, being 30 July 2025 ("Admission"), extendable with shareholder approval for a further 3 years (consisting of 3 further 12-month periods, with shareholder approval to extend for each 12 month period before the end of the prior 12-month period). A 6-month extension is also permitted in certain limited circumstances (as set out in UKLR 13.2.1R) to allow for an initial transaction to be completed.
In order to comply with UKLR 13.2.1R, certain changes are being proposed to the Company's existing articles of association to set out the time period requirements for completing an initial transaction which will apply to the Company from 30 July 2025. These changes are included in a set of new articles of association of the Company (the "New Articles"), a copy of which is enclosed with this document.
The GM is being called to pass the Resolution to approve the adoption of the New Articles in substitution for, and to the exclusion of, the Company's existing articles of association.
The Resolution is being proposed as a special resolution and, to be passed, it will require a majority of not less than 75% of persons voting in person or by proxy in favour of the Resolution.
The Board believe that the Resolution to be proposed at the GM are in the best interests of the Company and for the benefit of its shareholders as a whole. Accordingly, the directors unanimously recommend that shareholders vote in favour of the Resolution to be passed to adopt the New Articles.
Any member attending the GM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
I hope that you will be able to attend the GM. If you are unable to attend the GM in person, I would urge you to fill in the proxy form and return it to the Registrar as detailed in note 8, appoint your proxy electronically as detailed in note 9 or, if you are a CREST member, appoint your proxy through the CREST proxy appointment service as detailed in note 10. Please ensure your proxy is appointed with voting instructions, to ensure your vote is counted. The deadline for the receipt by our Registrars of all proxy appointments is 48 hours (excluding any UK non-working days) before the time appointed for holding the meeting.
The Board believe that the Resolution to be proposed at the GM are in the best interests of the Company and for the benefit of its shareholders as a whole. Accordingly, the directors unanimously recommend that shareholders vote in favour of the Resolution to be passed to adopt the New Articles. The results of the voting on the resolution will be announced via the Regulatory News Service and published on our website as soon as practicable following the conclusion of the GM.
The Board would like to thank all shareholders for their continued support.
Yours faithfully
Mandhir Singh, Chair 6 August 2025
Notice is hereby given that the general meeting of the Company will be held at Streetly Community Library, Blackwood Road, Streetly B74 3PL on Friday 29 August 2025 at 12.00 hours. Shareholders will be asked to consider and, if thought fit, pass the following special resolution.
THAT, with effect from the conclusion of the meeting at which this resolution is proposed, the articles of association of the Company be altered and amended by inserting the following new article as Article 139:
(d) any other material contribution to the establishment and ongoing operation of the Company; and
Your Board believes that the resolution to be proposed at the GM is in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that the shareholders vote in favour of the resolution.
By order of the Board.
Chairman Date: 6 August 2025
Registered Office: Belmont House,Third Floor, Suite ASCO-303, Belmont Road,Uxbridge, London, UB8 1HE
shall be entitled to attend, speak and vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
On the date of the GM, please arrive at least 30 minutes in advance of the time appointed for holding the GM (or if this meeting is adjourned, at least 30 minutes in advance of the time appointed for holding of the adjourned GM), so that your entitlement to attend and vote at the GM can be verified against the Company's Register of Members.
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If you either select the "Discretionary" option or if no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
To appoint a proxy using the proxy form, the form must be:
In the case of a shareholder which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
If you have not received a proxy form and believe that you should have one, or if you require additional proxy forms, please contact the Registrar.
For a proxy appointment or instructions made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Registrar (ID 7RA11) no later than 48 hours (excluding any UK non-working days) before the time appointed for holding the meeting, or, in the event of an adjournment of the meeting, 48 hours (excluding any UK non-working days) before the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member, or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact the Registrar at Neville House, Steelpark Road, Halesowen B62 8HD or by email at [email protected].
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
A shareholder may terminate a proxy instruction but to do so you will need to inform the Company in writing by either:
Sending a signed hard-copy notice clearly stating your intention to revoke your proxy appointment to the Registrar at Neville House, Steelpark Road, Halesowen B62 8HD. In the case of a shareholder which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice; or
In either case, the revocation notice must be received by the Registrar no later than 48 hours before the time appointed for holding the meeting, or, in the event of an adjournment of the meeting, 48 hours (excluding any UK non-working days) before the adjourned meeting.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid.
Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
The question facility will not constitute attendance or participation on the part of the shareholder in the legal proceedings of the meeting. Questions may also be posed during the meeting as and when the Chair indicates.
Any shareholder attending the meeting has the right to ask questions. If multiple questions on the same topic are received in advance, the Chair may choose to provide a single answer to address shareholder queries on the same topic.
The Company must answer any question you ask relating to the business being dealt with at the meeting unless:
If you attend the meeting in person, you may be included in the recording of the meeting. Please note that this recording is solely for the purposes of creating a transcript of the meeting and will not be publicly available.
On arrival at the GM venue, all those entitled to vote will be required to register and collect a poll card. In order to facilitate these arrangements, please arrive at the GM venue in good time. You will be given instructions on how to complete your poll card at the GM.
As soon as practicable following the meeting, the results of the voting will be announced via a regulatory information service and posted on the Company's website.
You may not use any electronic address provided either:
to communicate with the Company for any purposes other than those expressly stated.
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