W Resources : 2021 Notice and Proxy of AGM

Notice of Annual General Meeting of

W Resources Plc

("the Company")

Notice is hereby given that an Annual General Meeting of the Company ("AGM") will be held at 11:00am on Wednesday, 30 June 2021 at 27/28 Eastcastle St, London W1W 8DH to consider the following resolutions.

IMPORTANT INFORMATION - IMPACT OF THE COVID-19 PANDEMIC ON THE AGM

The Board continues closely to monitor the coronavirus pandemic and our priority at this time remains the health, safetyand wellbeingof all of our stakeholders.As partof its monitoring, the Boardhas noted, in particular, the gradual easing of public health restrictions across England in line with the government's "COVID-19 Response - Spring 2021" roadmap. Based on that roadmap and associated guidance, it is currently anticipated as at the dateof this Noticethat attendancein personat the meetingwill not be unlawful.It is therefore intended that suPcient of the Directors to form a quorum will be present in person at the AGM, observing relevant social distancing guidelines in place on the date of the meeting. However, given ongoing safety and public health considerations, you are strongly encouraged not to attend the meeting in person.

Instead of attending the meeting in person, you are strongly encouraged to appoint the Chair of the meeting as your proxy and to give your instructions on how you wish the Chair to vote on the proposed resolutions. Any shareholder who nonetheless wishes to attend the AGM in person must register in advance by email to [e-mail] will be expected to adhere to any special arrangementsand safety measures which the Company may put in placeon the day and,accordingto safetyand publichealthconsiderations and meeting venue restrictions it may not be possible for any shareholders to attend the meeting.

All proposed resolutions at the AGM will be put to a vote on a poll. This will result in a more accurate reOection of the views of shareholders by ensuring that every vote is recognised. On a poll, each shareholder has one vote for every share held.

The current situation is evolving and the Company will make any further announcements that may be required by way of a Regulatory News Service and on the Company's website.

Shareholdersshould submittheirvotesvia proxyas earlyas possible, and shareholdersare requestedto appoint the Chair of the meeting as their proxy. If a shareholder appoints someone else as their proxy, that proxy may not be able to attend the AGM in person or cast the shareholder's vote.

ORDINARY BUSINESS

As ordinary business, to consider and, if thought Nt, pass the following resolutions which will be proposed as Ordinary Resolutions:

1. To receive and adopt the Directors' Report and the Nnancial statements for the Nnancial year ended 31 December 2020 and the report of the auditors thereon.
2. To re-appoint Mr Pablo Neira as a Director of the Company who retires by rotation and, being eligible, oMers himself for re-appointment.
3. To re-appointPKF Littlejohn LLP as auditorsto hold oPce until the conclusionof the next general meeting at which accounts are laid and to authorise the Directors to Nx their remuneration.
4. THAT the Directors be and are generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the "Act") to allot relevant securities (within the meaning of that section) up to an aggregatenominalamountof £100,000. Theauthorityreferredtointhisresolutionshallbeinsubstitutionfor all other existing authorities and shall expire(unless previously renewed,varied or revokedby the Company in general meeting) at the conclusionof the next Annual General Meeting of the Company. The Company may, atanytimeprior totheexpiryoftheauthority,makeanoMeroragreementwhichwouldormightrequire relevantsecurities to be allottedafter the expiryof the authority and the Directors are hereby authorisedto allot relevant securities in pursuance of such oMer or agreementas if the authorityhad not expired.

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SPECIAL BUSINESS

As special business, to consider and, if thought Nt, pass the following resolution, which will be proposed as a Special Resolution:

5. THAT the Directors, pursuantto Section 570 of the Act, be empowered to allotequitysecurities (withinthe meaning of Section 560 of the Act) for cash pursuant to the authority conferred by Resolution 4 as if Section 561 of the Act did not apply to any such allotment provided that this power shall be limited to:

1. the allotment of equity securitieswhere such securitieshave been oMered (whetherby way of a rights issue, open oMer or otherwise) to the holders of ordinary shares in the capital of the Company in proportion (as nearly as may be) to their holdings of such ordinary shares but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with equity securities representing fractional entitlements and with legal or practical problems under the laws of, or the requirements of, any regulatory body or any stock exchange in, any territory; and
2. the allotment, other than pursuant to (a) above, of equity securities:
3. 1. arising from the exercise of options and warrants outstanding at the date of this resolution; and
   2. other than pursuant to (i) above, up to an aggregate nominal value of £100,000.

and this power shall, unless previously revoked or varied by special resolution of the Company in general meeting, expire at the conclusionof the next AnnualGeneralMeetingof the Company. The Company may, beforesuchexpiry,makeoMersor agreements whichwould or mightrequireequity securities to be allotted after such expiry and the Directors are hereby empowered to allot equity securities in pursuance of such oMers or agreements as if the power conferred hereby had not expired.

By Order of the Board

Cargil Management Services Limited

Secretary

Date: 4 June 2021

Registered Oce:

27/28 Eastcastle Street, London W1W 8DH

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NOTES:

1. Given the current Coronavirus (COVID-19) situation, and to ensure adherence to current Government requirements, attendance in person at the meeting may not be possible this year. Shareholders are requested to appointthe Chairman of themeetingas his or herproxy as anyotherpersonso appointed willnotbe permitted to attend the meeting. The below notes are to be read subject to this COVID-19 related proviso.
2. Pursuant to Regulation 41 of The UncertiNcated Securities Regulations 2001, the Company speciNes that only those members registered on the Company's register of members 48 hours before the time of the Meeting shall be entitled to attend and vote at the Meeting (excluding non-business days).
3. If you are a member of the Company at the time set out in Note 1 above,you are entitledto appointa proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
4. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
5. You may appointmorethan one proxy provided eachproxy is appointed to exerciserights attachedto diMerentshares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact the registrars of the Company, Share Registrars Limited on [phone] or by email [e-mail].
6. 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 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 Nt in relation to any other matter which is put before the Meeting.

6. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint a proxy using the proxy form, the form must be:

• completed and signed;
• sent or delivered to Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR or by facsimile transmission to [phone];
• alternatively, the completed proxy form can be scanned and emailed to [e-mail];
• and received by Share Registrars Limited no later than 48 hours (excluding non-business days) prior to the Meeting.

In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an oPcer 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 certiNed copy of such power or authority) must be included with the proxy form.

1. In the case of joint holders, where more than one of the joint holderspurports to appoint a proxy,only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the Nrst-named being the most senior).
2. To changeyour proxyinstructionssimplysubmita new proxyappointmentusing the methods set out above. Notethat the cut-oM time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-oM time will be disregarded.
3. 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 Share Registrars Limited on [phone] or by email [e-mail].
4. 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.
5. In order to revoke a proxy instruction you will need to inform the Company using one of the following methods:
6. • By sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, by facsimile transmission to [phone] or by email [e-mail]. In the case of a member which is a company,the revocation notice must be executed under its common seal or signed on its behalf by an oPcer 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 certiNed copy of such power or authority) must be included with the revocation notice.

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1. • In either case, the revocation notice must be received by Share Registrars Limited no later than 48 hours (excluding non-business days) prior to the Meeting.
   • If you attempt to revoke your proxy appointment but the revocation is received after the time speciNed then, subject to the paragraph directly below, your 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.
2. As at 3 June 2021, the Company's issued share capital comprised 109,102,437 ordinary shares of 0.1p each. Each ordinary share carries the right to one vote at an Annual General Meeting of the Company and, therefore, the total number of voting rights in the Company as at 3 June 2021 is 109,102,437.
3. Except as provided above, members who have general queries about the Meeting should telephone Share Registrars on [phone] or by email [e-mail](no other methods of communication will be accepted). You may not use any electronic address provided either in this notice of general meeting; or any related documents (including the chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.

4	Printed by Michael Searle & Son Limited

Annual General Meeting of

W Resources Plc

("the Company")

Form of Proxy

I/We the undersigned, being a member of the above-named company, hereby appoint

Name of Proxy ________________________________________________________________________________________

Number of Shares proxies appointed over _________________________________________________________________

or failing him the Chairman of the meeting, as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at 11:00am on Wednesday 30 June 2021 at 27/28 Eastcastle St, London W1W 8DH and any adjournment thereof.

The proxy will vote on the undermentioned resolutions, as indicated:-

ORDINARY RESOLUTIONS	FOR	AGAINST	ABSTAIN
1	To receive and adopt the Report and Accounts
2	To re-appoint Mr Pablo Neira as a Director
3	To re-appoint PKF Littlejohn LLP as auditors
4	To authorise the Directors to allot shares
SPECIAL RESOLUTION	FOR	AGAINST	ABSTAIN
5	To partially disapply statutory Pre-emption rights

If this form is signed and returned without any indication as to how the proxy shall vote, he will exercise his discretion both as to how he votes (and whether or not he abstains from voting).

PRINT NAME: _________________________________________________________________________________________

ADDRESS: ___________________________________________________________________________________________

SIGNATURE: ____________________________________ DATE: ____________________________________________

NOTES:

1. Given the current Coronavirus (COVID-19) situation, and to ensure adherence to current Government requirements, attendance in person at the meeting may not be possible this year. Shareholders are requested to appoint the Chairman of the meeting as his or her proxy as any other person so appointed will not be permitted to attend the meeting. The below notes are to be read subject to this COVID-19 related proviso.
2. If you wish to appoint any person other than the Chairman of the Meeting as proxy, please delete the words "Chairman of the Meeting" and insert his or her name and address in the space provided and initial the alteration. The person appointed to act as a proxy need not be a member of the Company.
3. As a holder of ordinary shares in the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. A proxy need not be a member of the Company.
4. In the case of joint holders, the vote of the person Grst named in the register of members tendering a vote will be accepted to the exclusion of the votes of the other joint holders.
5. In the case of a corporation, this form must be expressed to be executed by the corporation and must be executed under its common seal, on its behalf by a duly authorised attorney or duly authorised oHcer of the corporation.
6. Any alteration to this form must be initialled.
7. To be eFective all proxy forms and additional proxy forms shouldbe signed and returned to the Company's Registrars,Share Registrars Limited, The Courtyard,17 WestStreet,Farnham,Surrey GU9 7DR not laterthan48 hours (excluding non-business days)beforethe start of the meeting. The proxy form can also be completed and faxed to [phone] or scanned and emailed to [e-mail] the stipulated time limit.
8. The completion and return of a form of proxy will not aFect the right of a member to attend, speak and vote in person at the meeting convened by this notice.
9. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to diFerent shares. You may not appoint more than one proxy to exercise rights attached to any one share.
10. To direct your proxy how to vote on the resolutions mark the appropriate box with an "X". To abstain from voting on a resolution, select the relevant "withheld" box. 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 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 Gt in relation to any other matter which is put before the meeting.
11. Pursuant to regulation 41 of The UncertiGcated Securities Regulations 2001, members will be entitled to attend and vote at the meeting if they are registered on the Company's register of members 48 hours (excluding non-business days) before the time appointed for the meeting or any adjournment thereof. 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.