Notice of 2025 AGM

(Company Number 03934451)

TO BE HELD AT 12.00 p.m. ON 10 JULY 2025

at the offices of Powerhouse Energy Group Plc

Unit 3/3a Garth Drive, Brackla Industrial Estate, Bridgend, Wales, CF31 2AQ

If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who is authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your ordinary shares in the Company, please forward this document (but not the personalised form of proxy) for use in relation to the Annual General Meeting of the Company, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred some of your ordinary shares in the Company, you should consult with the stockbroker, bank or other agent through whom the sale or transfer was effected.

A notice containing the resolutions to be voted on at the Company's Annual General Meeting ("AGM") to be held at the offices of Powerhouse Energy Group Plc, Unit 3/3a Garth Drive, Brackla Industrial Estate, Bridgend, Wales, CF31 2AQ at 12.00 p.m. on 10 July 2025 is set out on page number 5 onwards of this document.

The enclosed form of proxy for use at the AGM should be completed and returned to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD, as soon as possible and to be valid must arrive not less than 48 hours (excluding any day or part of a day that is not a working day) before the time fixed for the AGM. As an alternative, completed forms of proxy can be emailed to info@nevilleregistrars.co.uk to be received not less than 48 hours (excluding any day or part of a day that is not a working day) before the time fixed for the AGM.

(incorporated and registered in England and Wales with no. 03934451)

12 June 2025

To: Holders of ordinary shares in Powerhouse Energy Group plc (Shareholders)

Dear Shareholder

I am writing to you with details of the Annual General Meeting (the AGM) of the Company, which we are holding at the offices of Powerhouse Energy Group Plc, Unit 3/3a Garth Drive, Brackla Industrial Estate, Bridgend, Wales, CF31 2AQ at 12.00 p.m. on 10 July 2025. The formal Notice of AGM is set out from page number 5 onwards of this document.

A form of proxy for use in connection with the AGM is enclosed. You are requested to complete, sign and return the form of proxy in accordance with the instructions printed on it, to our registrars Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD, as soon as possible. The form of Proxy must be received by 8 July 2025 at 12.00 p.m., being 48 hours before the AGM (excluding any day or part of a day that is not a working day). If you hold your shares in the Company through CREST, you may use the electronic proxy appointment service.

Resolutions 1 to 6 (inclusive) will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed, at least fifty per cent. of the votes cast must be in favour of the resolutions.

Resolutions 7 and 8 will be proposed as special resolutions. This means that for each of those resolutions to be passed, seventy-five per cent. or more of the votes cast must be in favour of the resolution.

Resolution 1 relates to the receipt of the Directors' and Auditors' Reports and the Company's annual

accounts for the financial year ended 31 December 2024.

Resolution 2 relates to the approval, on an advisory basis only, of the Remuneration Report. As an AIM-quoted company, the Company is not required to present the Remuneration Report to its shareholders under section 439 of the Companies Act 2006 ("Act"). However, the Directors consider it best practice to subject the Remuneration Report to a non-binding advisory vote by the shareholders

of the Company. As resolution 2 is an advisory resolution only, the Directors' entitlement to

remuneration is not conditional on the resolution being passed.

Resolution 3 relates to the reappointment of Barnes Roffe Audit Limited as auditors of the Company and the authorisation of the Directors of the Company to set the remuneration of the auditors.

Resolutions 4 and 5 relate to the re-election of one third of those directors who were directors at the last AGM, who shall each retire as directors and, being eligible, offer themselves for election/re-election as directors of the Company.

Resolution 6 grants the Directors general authority to allot ordinary shares in the capital of the Company or to grant rights to subscribe for, or to convert any security into, such shares in the Company up to an aggregate nominal amount of £4,471,655, representing approximately 20 per cent. of the Company's current issued ordinary share capital. This authority will expire on the earlier of 15 months after the passing of the resolution or on the conclusion of the Annual General Meeting of the Company to be held in 2026.

Section 561(1) of the Act requires that on an allotment of new shares for cash, such shares must first be offered to existing shareholders in proportion to the number of shares that they each hold at that time. The Directors believe that there may be circumstances when it is in the best interests of the Company to allot new ordinary shares either on an entirely non-pre-emptive basis or in a way that departs from the statutory requirements set out in the Act 2006.

Accordingly, resolution 7 grants the Directors general authority to allot equity securities and to sell treasury shares for cash (a) in connection with a rights issue; and (b) otherwise than in connection with a rights issue, up to an aggregate nominal amount equal to £3,353,742, representing approximately 15 per cent of the Company's current issued ordinary share capital, as if section 561 of the Act did not apply to any such allotment.

Resolution 8 deals with the Company's authority make market purchases of up to 447,165,600 ordinary shares, representing approximately 10% of the issued share capital as at 11 June 2025. These authorities will expire on the earlier of 15 months after the passing of this resolution or on the conclusion of the annual general meeting of the Company to be held in 2026.

Shareholders will find enclosed with this document a form of proxy for use at the AGM. You are requested to complete, sign and return the form of proxy to the Company's registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD as soon as possible but, in any event so as to arrive by no later than 48 hours (excluding any day or part of a day that is not a working day) before the time and date of the meeting. The completion and return of a form of proxy will not preclude you from attending the meeting and voting in person should you wish to do so.

If you would like to vote on the proposed resolutions, you may appoint a proxy in one of the following ways:

• Via the CREST electronic proxy appointment service (for CREST members); or

• By completing the enclosed form of proxy and returning it to our registrars Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD, as soon as possible. The form of Proxy must be received by 8 July 2025 at 12.00 p.m., being 48 hours before the AGM (excluding any day or part of a day that is not a working day); or

• Emailing the completed form of proxy to info@nevilleregistrars.co.uk. The form of Proxy must be received by 8 July 2025 at 12.00 p.m., being 48 hours before the AGM (excluding any day or part of a day that is not a working day).

Yours faithfully

David Hitchcock

Non-Executive Chairman

(Company Number 03934451) (the Company)

Registered Office: Unit 3/3a Garth Drive, Brackla Industrial Estate, Bridgend, Wales, CF31 2AQ

Notice is given that the annual general meeting of the members of the Company will be held at 12.00

p.m. on 10 July 2025 at the Company's offices at Unit 3/3a Garth Drive, Brackla Industrial Estate, Bridgend, Wales, CF31 2AQ for the purpose of considering and, if thought fit, to transact the following business. Resolutions 1 to 6 will be proposed as ordinary resolutions, and resolutions 7 and 8 will be proposed as special resolutions:

1. To receive the financial statements for the 12 month period ended 31 December 2024 and the reports of the Directors and the independent auditors as set out in the annual report and accounts.

2. To approve on an advisory basis only, the Remuneration Report for the year ended 31 December 2024.

3. To re-appoint Barnes Roffe Audit Limited as independent auditors in accordance with section 489 Companies Act 2006 and to authorise the directors to fix their remuneration.

4. To re-elect Hugh McAlister as a Director of the Company.

5. To re-elect Karol Kacprzak as a Director of the Company.

6. That the Directors be and are hereby generally and unconditionally authorised, pursuant to section 551 of the Act, which authority shall be in addition to all existing authorities of the Directors to allot relevant securities for the purposes of section 551 of the Act, to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares (all of which transactions are hereafter referred to as an allotment of 'relevant securities') up to an aggregate nominal amount of:

   1. £4,471,655; and

   2. (other than pursuant to paragraph 6.1 above) in connection with a rights issue, open offer, scrip dividend, scheme or other pre-emptive offer to holders of ordinary shares where such issue, offer, scrip dividend, scheme or other allotment is proportionate (as nearly as may be) to the respective number of ordinary shares held by them on a fixed record date (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with legal or practical problems under the laws of any overseas territory, the requirements of any regulatory body or any stock exchange in any territory, in relation to fractional entitlements, or any other matter which the Directors consider merits any such exclusion or other arrangements),

provided that, in each case, such authority shall expire 15 months after the date of the passing of this resolution or at the conclusion of the next AGM of the Company following the passing of this resolution, whichever occurs first (unless previously revoked or varied by the Company in general meeting), but the Company may before this authority expires (or is revoked or varied) make an offer or agreement which would or might require relevant securities to be allotted