Caspian Sunrise PLC

("Caspian Sunrise", or the "Company")

Proposed Acquisition of CS Energy LLP

Approval of Waiver Obligations Under Rule 9 of the City Code on Takeovers and Mergers

and

Notice of General Meeting

Caspian Sunrise is pleased to announce it has executed documentation relating to the acquisition of CS Energy LLP which holds the licences to the West Shalva contract area for a maximum consideration of US$15 million.

The Acquisition is conditional upon, inter alia, the approval of Shareholders of the Resolution (including the Waiver Resolution) which will be sought at the General Meeting convened for 11.00 a.m. on 26 April 2024. The Circular, containing the Notice of General Meeting, is being published and made available to Shareholders today.

Unless otherwise indicated, defined terms in this announcement shall have the same meaning as described in the Circular. The expected timetable of principal events and the Chairman's statement from the Circular are set out further below.

Highlights

·    CS Energy to be acquired for maximum consideration of $15m, split into three tranches:

o $5m to be paid on Completion by the issue of 99,206,349 Ordinary Shares at a price of 4.0p per share;

o $5 million is to be paid following the first oil at West Shalva by the issue of a further  99,206,349 Ordinary Shares to be issued at a price of 4.0 p per Ordinary Share; and

o final tranche to be the first $5 million revenue from West Shalva once under the Group's ownership and payable in cash.

·    CS Energy is wholly owned by Altynbek Bolatzhan, who is a member of the Concert Party, and as the Concert Party's shareholding would increase from its current aggregate holdings of the Existing Ordinary Shares of 48.49% of the Company's total issued share capital to a maximum of 52.66%, a waiver from Rule 9 of the Takeover Code is being sought at a General Meeting.

·    The West Shalva contract area is rectangular in shape and extends over approximately 25 km2.  It is located in the oil producing Zhetybay Steppe Area in the Mangyshlak region of Western Kazakhstan.

·    West Shalva is adjacent to the more established Shalva, which has C1 reserves of approximately 5 mmbls and is believed to be producing at approximately 400 bopd.  In comparison to Shalva the Directors believe that 3D seismic shows the West Shalva Contract Area to have a wider anticline area than the Shalva contract area and that the West Shalva reservoir is higher than at Shalva and considered by the Directors to have better sealing.

·    The Directors believe that drilling at West Shalva would be far less challenging than at either BNG or Block 8 as at West Shalva wells would be drilled to shallower depths and without the extreme temperatures and pressures encountered at the deep structures at BNG and Block 8.  The oil from West Shalva is expected to be 37-38 API with 20-30 wax. Additionally, West Shalva is located closer to treatment and distribution hubs than either BNG or Block 8. The Independent Directors therefore believe acquiring West Shalva would add a lower risk asset to the Group's portfolio.

·    The Acquisition will also be subject to approval by the Ministry of Energy of the Republic of Kazakhstan.

Contacts:

Caspian Sunrise PLC

Clive Carver, Chairman                                                                +7 727 375 0202

WH Ireland, Nominated Adviser & Broker

James Joyce                                                                            +44 (0) 207 220 1666

James Bavister

Andrew de Andrade

Qualified person

Mr. Assylbek Umbetov, a member Association of Petroleum Engineers, has reviewed and approved the technical disclosures in this announcement.

This announcement has been posted to:

www.caspiansunrise.com/investors

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

STATISTICS

* These figures assume there are no changes to the share capital of the Company between the date of this Circular and the date of the completion of the Acquisition.

US$ : £ exchange rate for the purposes of calculating consideration payable £1.00 = US$1.26

Being the prevailing rate at the date on which the conditional Acquisition Agreement was signed being 5 April 2024

LETTER FROM THE CHAIRMAN

(Incorporated and registered in England & Wales under the Companies Acts 1985 and 1989 registered No. 05966431)

1.    INTRODUCTION

Caspian Sunrise has entered into a conditional sale and purchase agreement for the acquisition of CS Energy, which holds the licences to the West Shalva contract area for a maximum consideration of US$15 million.

The purpose of this Circular is to:

·    explain the background to and the reasons for the proposed acquisition of CS Energy; and

·    explain why the Independent Directors consider the Acquisition and the Waiver Resolution to be fair and reasonable and in the best interests of the Company and the Independent Shareholders as a whole and why the Independent Directors unanimously recommend that the Independent Shareholders vote in favour of the Waiver Resolution at the General Meeting convened for 11.00am on 25 April 2024 at the offices of Taylor Wessing, Hill House, 1 Little New Street, London EC4A 3TR; and

In connection with the Acquisition, Ordinary Shares are being offered as consideration, which would result in the Concert Party's holding of Ordinary Shares increasing from 48.49% of the Company's total issued share capital to a maximum of 52.66% of the Company's total issued share capital. This would therefore trigger the obligation under Rule 9 of the Takeover Code for the Concert Party to make a general offer to acquire all of the Ordinary Shares not held by the Concert Party at a price of 4.0p per Ordinary Share, being equal to the Issue Price of the Acquisition Shares. With a shareholding in excess of 50% of the Company's total issued share capital, the Concert Party would have a controlling position in the Company.

However, this requirement to make a mandatory offer under Rule 9 of the Takeover Code can be waived by the Panel, if (amongst other things) the Independent Shareholders approve a waiver of the mandatory offer provisions set out in Rule 9 of the Takeover Code. The Independent Directors are therefore seeking the approval of the Independent Shareholders at the General Meeting, via the Waiver Resolution, for a waiver to be granted of the obligations that would otherwise apply to the Concert Party in such circumstances. Further details of the Waiver Resolution are set out in Part IV of this Circular.

The Independent Directors, who have been so advised by WH Ireland, consider the Acquisition and the associated Waiver Resolution to be fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole.

The associated Waiver Resolution which, if approved, would waive the obligation under Rule 9 of the Takeover Code for the Concert Party or any member of the Concert Party to make a general offer to Shareholders as a result of the allotment and issue to it of the Acquisition Shares. The Panel has, subject to the approval of Independent Shareholders of the Waiver Resolution, agreed to a waiver of the obligations that would otherwise arise on the Concert Party to make a mandatory offer under Rule 9 of the Takeover Code, as further detailed in this Document.

For the avoidance of doubt, the Acquisition is conditional on the approval by Shareholders of the Waiver Resolution at the General Meeting. Therefore, if the Waiver Resolution is not approved by Shareholders, the Acquisition will not proceed.

2.    REASONS TO VOTE IN FAVOUR OF THE ACQUISITION

The Independent Directors believe that the Acquisition (and, therefore, the related Waiver Resolution) is in the best interests of the Group and the Independent Shareholders as a whole. West Shalva is adjacent to the more established Shalva contract area, which has C1 reserves of approximately 5 mmbls and is believed to be producing approximately 400 bopd. The Directors believe that the available data, including 3D seismic survey data, on West Shalva suggests it has the potential to be more prospective than Shalva, and that drilling there would be far less challenging and expensive than at either BNG or Block 8. It is also located closer to treatment and distribution hubs than either BNG or Block 8.

Further details on the commercial rationale for the Acquisition are included below.

3.    INFORMATION ON CS ENERGY & WEST SHALVA

Introduction

The Group has entered into the Acquisition Agreement to acquire 100% of CS Energy, which holds the licence for West Shalva, for a maximum consideration of US$15 million, comprising up to US$10 million of Ordinary Shares issued at a price of 4.0p per Ordinary Share with the balance in cash.  The consideration is payable in three tranches with US$5 million to be paid on Completion by the issue of 99,206,349 Ordinary Shares at a price of 4.0p per share; a further US$5 million is to be paid following the first oil at West Shalva by the issue of a further  99,206,349 Ordinary Shares to be issued at a price of 4.0 p per Ordinary Share; and with the final tranche to be the first US$5 million revenue from West Shalva once under the Group's ownership and payable in cash.

CS Energy is owned by Altynbek Bolatzhan, who is a member of the Concert Party, and as the Concert Party's shareholding would increase from its current aggregate holdings of the Existing Ordinary Shares of 48.49% of the Company's total issued share capital to a maximum of 52.66%  of the Company's total issued share capital as a result of the Acquisition (in light of the Ordinary Shares being offered as consideration), the Acquisition would trigger an obligation under Rule 9 of the Takeover Code for the Concert Party to make a general offer to acquire all the Ordinary Shares not held by the Concert Party at a price of 4.0p per Ordinary Share, being equal to the Issue Price of the Acquisition Shares. With a shareholding in excess of 50% of the Company, the Concert Party would have a controlling position in the Company. The Panel has, subject to the approval of Independent Shareholders of the Waiver Resolution, agreed to a waiver of the obligations that would otherwise arise on the Concert Party to make a mandatory offer under Rule 9 of the Takeover Code, as further detailed in this Document. The Independent Directors are therefore seeking the approval of the Independent Shareholders at the General Meeting, via the Waiver Resolution, for a waiver to be granted of the obligations that would otherwise apply to the Concert Party in such circumstances.

The Independent Directors, who have been so advised by WH Ireland, consider the Acquisition and the associated Waiver Resolution to be fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole.

The associated Waiver Resolution which, if approved would waive the obligation under Rule 9 of the Takeover Code for the Concert Party or any member of the Concert Party to make a general offer to acquire all the Ordinary Shares not held by the Concert Party as a result of the allotment and issue to it of the Acquisition Shares. The Panel has, subject to the approval of Independent Shareholders of the Waiver Resolution, agreed to a waiver of the obligations that would otherwise arise on the Concert Party to make a mandatory offer under Rule 9 of the Takeover Code, as further detailed in this Document.

For the avoidance of doubt, the Acquisition is conditional on the approval by Shareholders of the Waiver Resolution at the General Meeting. Therefore, if the Waiver Resolution is not approved by Shareholders, the Acquisition will not proceed.

Location and size

The West Shalva contract area is rectangular in shape and extends over approximately 25 km2.  It is located in the oil producing Zhetybay Steppe Area in the Mangyshlak region of Western Kazakhstan approximately 90 km east of Actau and approximately 20 km north from the Zhetybay field, where an oil processing plant is located and oil enters the Actau / Atyrau main pipeline.

The West Shalva prospect is partially located in Block XXXVII-12, but straddles the boundary with adjacent blocks. The source rock for the West Shalva prospect is considered to be Triassic marine shale as is understood to be the case in the nearby Shalva and Zhalganoy fields.

The West Shalva prospect has potential reservoirs of Jurassic and Triassic age. The Jurassic - IX and Jurassic - XI and Triassic reservoirs are oil bearing in the nearby Shalva field and oil has been reported (but not tested) from core in the Triassic reservoir in the WSH-4 well. Based on interpretation of the available information the main reservoir targets are Jurassic IX and Jurassic -XI reservoirs, with secondary targets in the Triassic.

Development

West Shalva was first identified as a potential oil producing location in the mid 1970's. In 1977 and based on 2D seismic data, Well no. 4 (Wsh-4) was drilled to the north and outside the structural closure of the West Shalva prospect to a depth of 3,500 meters with a prime potential oil bearing interval detected at a depth of 1,033 meters in the lower Triassic. After open hole testing lasting only a few minutes the well was deemed not to have found any commercial volumes of oil or gas despite oil being detected at three other intervals. The well was then abandoned without running a production string.

In 2008 a 3D seismic survey was undertaken on the contract area, which identified the West Shalva structure. In June 2022 oil was detected spilling to the surface.

Licence and current work programme

The West Shalva exploration licence was renewed in 2023 for a six year period. The current work programme commitment is for one well to a depth of 2,660 meters targeting at least two intervals in the Triassic at an estimated cost of US$3 million and for which the required 3D seismic information is readily available.

Terms of the Acquisition

The Acquisition Agreement has been entered into by (1) Caspian Sunrise and (2) Altynbek Bolatzhan. Conditional on the approval of the Independent Shareholders of the Waiver Resolution and the regulators in Kazakhstan, the Group will acquire 100% of CS Energy for a maximum consideration of US$15 million, comprising up to US$10 million of Ordinary Shares issued at a price of 4.0p per Ordinary Share with the balance in cash.  The consideration is payable in three tranches with US$5 million to be paid on Completion by the issue of 99,206,349 Ordinary Shares at a price of 4.0p per share; a further US$5 million to be paid following first oil  at West Shalva by either the issue of a further 99,206,349 Ordinary Shares to be issued at a price of 4.0 p per share or in cash at the option of the seller; and with the final tranche to be the first US$5 million revenue from West Shalva once under the Group's ownership payable in cash.

Should the West Shalva Contract Area be sold in whole or in part before tranches two or three are triggered the seller shall then be entitled to the benefit of the second and third tranches, up to the amount of the net proceeds. Additionally, should the West Shalva Contract Area be sold for more than the US$15 million maximum consideration within three years of Completion, 50% of the net profit generated on disposal would be due to the seller.

Commercial rationale

West Shalva is adjacent to the more established Shalva, which has C1 reserves of approximately 5 mmbls and is believed to be producing at approximately 400 bopd.  In comparison to Shalva the Directors believe that 3D seismic shows the West Shalva Contract Area to have a wider anticline area than the Shalva contract area and that the West Shalva reservoir is higher than at Shalva and considered by the Directors to have better sealing.

The Directors believe that drilling at West Shalva would be far less challenging than at either BNG or Block 8 as at West Shalva wells would be drilled to shallower depths and without the extreme temperatures and pressures encountered at the deep structures at BNG and Block 8.  The oil from West Shalva is expected to be 37-38 API with 20-30 wax. Additionally, West Shalva is located closer to treatment and distribution hubs than either BNG or Block 8. The Independent Directors therefore believe acquiring West Shalva would add a lower risk asset to the Group's portfolio.

There are no profits or losses attributable to West Shalva.

Regulatory approval

The Acquisition will also be subject to approval by the Ministry of Energy of the Republic of Kazakhstan.

4.    TAKEOVER CODE

As a public company with its registered office in the UK whose Ordinary Shares are admitted to trading on AIM, the Company is subject to the Takeover Code.

Changes to the composition of the Concert Party

Previously there were two concert parties, the Oraziman Family Concert Party comprising the immediate family of Kuat Oraziman, the Group's CEO, and the Wider Concert Party, which in addition to the Oraziman Family Concert Party included several other members. The Panel has reviewed the composition of these concert parties and agreed that there is now only a single concert party comprising Kuat Oraziman, Aibek Oraziman, Altynbek Bolatzhan, Bolatzhan Kerimbayev, Daulet Beisenov and Aidana Urazimanova, being the "Concert Party".

Concentration of ownership

A consequence of the Acquisition (in light of the Ordinary Shares being offered as consideration) is that the Concert Party would increase its percentage holding in the Company from 48.49% of the Company's total issued share capital to up to 52.66% of the Company's total issued share capital.

The Independent Directors note that as a result of this transaction, the Concert Party will hold in excess of 50% of the Company's voting share capital, meaning the Concert Party would be able to acquire further Ordinary Shares without triggering the obligation to make an offer under Rule 9 of the Takeover Code (although individual members of the Concert Party will still be subject to this obligation). The Independent Directors do not believe this change will be detrimental to the future of the Company.

Furthermore, the Company already has in place a formal Relationship Agreement with the Oraziman Family Concert Party to prevent its use of its controlling stake against the interest of Shareholders generally, including Independent Shareholders. Further details of the Relationship Agreement are set out in the paragraph entitled "Relationship Agreement" paragraph below in this Part II of this Circular. Due to the small size of his holding, Daulet Beisenov will not become a party to the Relationship Agreement.

The associated Waiver Resolution which, if approved would waive the obligation under Rule 9 of the Takeover Code for the Concert Party or any member of the Concert Party to make a general offer to acquire all of the Ordinary Shares not held by the Concert Party at a price of 4.0p per share (being equal to the Issue Price), as a result of the allotment and issue to it of the Acquisition Shares.

The Panel has, subject to the approval of Independent Shareholders of the Waiver Resolution, agreed to a waiver of the obligations that would otherwise arise on the Concert Party to make a mandatory offer under Rule 9 of the Takeover Code, as further detailed in this Document.

Information on the concert party

For the purposes of the Takeover Code, members of the Concert Party are treated as acting in concert, as defined by the Takeover Code, with regard to their interests in the Issued Share Capital of the Company. Further information on this and the Takeover Code can be found in Part III of this Circular.

Background on the Concert Party

On 29 February 2008, Shareholders approved the acquisition by the Company of 59% of the issued share capital of Eragon, a company with a number of oil and gas assets in Kazakhstan, including the BNG contract area, which was the Company's principal commercial asset. The remaining 41% of the issued share capital of Eragon was then held by Baverstock for the benefit of the original Baverstock Quota Holders, the largest of which was Kuat Oraziman, Chief Executive Officer of the Company. Further details of such acquisition are set out in the Company's Admission Document.

The Company subsequently obtained 100% ownership of the share capital of Eragon by way of the reduction of share capital in Eragon, which entailed the cancellation of the whole of the 41% of the issued share capital of Eragon held by Baverstock for the benefit of the Baverstock Quota Holders, in consideration of the issue and allotment to Baverstock (for the benefit of the Baverstock Quota Holders) of 651,436,544 new Ordinary Shares, thereby giving the Company full operational control and 99% ownership of its principal commercial asset. This transaction united 99% of BNG under the Company's ownership.  Further details of this transaction are set out in the Merger Circular.

The Baverstock Quota Holders were treated as acting in concert, as defined by the Takeover Code, with a number of other Shareholders of the Company, including Kuat Oraziman and his family, resulting in the Wider Concert Party as it was previously constituted. The Ordinary Shares in the Company were all subsequently distributed directly to the Baverstock Quota Holders.

Further information of the transactions which led to the formation of the Concert Party, is included in the following Company circulars:

·          Eragon Acquisition, dated 29 February 2008;

·          Baverstock Merger dated 27 February 2017;

·          Acquisition of the Caspian Explorer dated 21 January 2020;

·          Debt Conversion Circular dated 15 February 2022; and

·          the Admission Document,

each of which are available on the Company's website at https://www.caspiansunrise.com.

Kuat Oraziman is treated as acting in concert with his immediate family comprising Aibek Oraziman (adult son), Aidana Urazimanova (adult daughter), Altynbek Bolatzhan (nephew), Bolatzhan Kerimbayev (brother-in-law), and Daulet Beisenov (former business partner).

The previously disclosed Wider Concert Party is now no longer deemed to be acting in concert.

A brief description of the Concert Party members

Mr Kuat Oraziman is a Kazakh national. Mr Oraziman has nearly 33 years of business experience in Kazakhstan and abroad and nearly 31 years of oil and gas experience in Kazakhstan. His experience has included the operation of import and export businesses, the establishment and operation of an international brewery in Kazakhstan, and being the Kazakhstan representative of Phillips and Stork. Since 1991 he has been a director of ADA Oil LLP. He also holds a doctorate in science and is a trained geologist. He was appointed to the Board as a Non-Executive Director in November 2006, became an Executive Director in 2008 and was appointed Chief Executive Officer in 2012. He does not hold any Ordinary Shares in the capital of the Company and will continue to not hold any Ordinary Shares in the capital of the Company following completion of the Acquisition.

Mr Aibek Oraziman is the adult son of Kuat Oraziman. He has more than 13 years oil and gas experience, including 3 years in the field at Aktobe, Kazakhstan working for a local company. He was appointed to the Board on 21 August 2020 as a Non-Executive Director and holds approximately 46.52% of the voting rights attaching to the Ordinary Shares. Following the completion of the Acquisition he would hold a maximum of 44.55% of the voting rights attaching to the Ordinary Shares and then 42.75% of the voting rights attaching to the Ordinary Shares following the issue of the Ordinary Shares due as consideration in the second tranche.

Altynbek Bolatzhan is the adult nephew of Kuat Oraziman and works for the Company. He holds approximately 1.19% of the voting rights attaching to the Company's Ordinary Shares. Following the completion of the Acquisition he would hold 5.36% of the voting rights attaching to the Company's Ordinary Shares and then a maximum of 9.20% of the voting rights attaching to the Company's Ordinary Shares following the issue of the Ordinary Shares due as consideration in the second tranche.

Bolatzhan Kerimbayev is the brother-in-law of Kuat Oraziman and a Kazakh national. He plays no role in the day to day business of the Company and has no other business connections with Kuat Oraziman. He holds approximately 0.70% of the rights attaching to the Company's Ordinary Shares. Following the completion of the Acquisition he would hold a maximum of 0.67 % of the voting rights attaching to the Company's Ordinary Shares and then 0.64% of the voting rights attaching to the Company's Ordinary Shares following the issue of the Ordinary Shares due as consideration under the second tranche.

Daulet Beisenov is a Kazakh national and has 33 years of business experience in Kazakhstan and abroad. His experience has included the operation of import and export businesses and the establishment and operation of service orientated businesses including various hotels and restaurants, much of which was together with Mr Kuat Oraziman. He plays no role in the day to day business of the Group. He holds approximately 0.07% of the voting rights attaching to the Company's Ordinary Shares. Following the completion of the Acquisition he would hold a maximum of 0.07% of the voting rights attaching to the Company's Ordinary Shares following the issue of the Ordinary Shares due as consideration under the second tranche.

Aidana Urazimanova is the adult daughter of Kuat Oraziman and sister to Aibek Oraziman. She had previously been gifted shares in the Company by her father although she never had any role in the business. Aidana has no ongoing connection to the Company, and no longer holds any interest in the Company.

The following table sets out the members of the Concert Party and their respective holdings in the Company as at 4 April 2024 (being the latest practicable date prior to the publication of this Circular) and following the Acquisition.

Other than as disclosed above, there are no further relationships (personal, financial and commercial), arrangements and understandings between Concert Party members or the directors of the Company.

Notes:

The above shows the minimum and maximum shareholdings of the Concert Party following completion of the Acquisition and following the issue of shares under tranche 2

The Ordinary Shares noted in the table above currently held by the various members of the Concert Party are held beneficially by the Concert Party member concerned.

Kuat Oraziman also holds 3,000,000 options over Ordinary Shares.

A full breakdown of rights to subscribe held by the Directors is included in Part III of this Circular in Paragraph 3 entitled: "Interests and Dealings".

Under Rule 9 of the Takeover Code, any person who acquires an interest (as such term is defined in the Takeover Code) in shares which, taken together with the shares in which he and persons acting in concert with him are interested, carry 30% or more of the voting rights in a company which is subject to the Takeover Code, is normally required to make a general offer to all of the remaining shareholders to acquire their shares. Similarly, when any person, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30% of the voting rights but does not hold shares carrying more than 50% of the voting rights of such a company, a general offer will normally be required if any further interests in shares are acquired by any such person. These limits apply to the entire concert party as well as the total beneficial holdings of individual members. Such an offer would have to be made in cash at a price not less than the highest price paid by him, or by any member of the group of persons acting in concert with him, for any interest in shares in the Company during the 12 months prior to the announcement of the offer.

Upon completion of the Acquisition, the Concert Party will hold more than 50% of the Company's voting share capital, and, for as long as it continues to be treated as acting in concert, any further increase in that aggregate interest in shares by the Concert Party will not be subject to the provisions of Rule 9 of the Takeover Code, although individual members of the Concert Party will not be able to increase their percentage interests in shares through or between a Rule 9 threshold without Panel consent.

The Panel has agreed, subject to the Waiver Resolution being passed on a poll by the Independent Shareholders at the General Meeting, to waive the requirement under Rule 9 of the Takeover Code for the Concert Party to make a mandatory offer for the Ordinary Shares they do not already own, as would otherwise arise from the issue of the Acquisition Shares. The Concert Party will be disenfranchised from voting on the Waiver Resolution and have irrevocably undertaken to the Company not to vote on the Waiver Resolution.

In the event that the Waiver Resolution is approved at the General Meeting, neither the Concert Party, nor any of their respective connected persons or other persons acting in concert with it will be restricted from making an offer for the Company.

Relationship Agreement

On 20 January 2020, the Company and the members of the Oraziman Family Concert Party other than Altynbek Bolatzhan and Bolatzhan Kerimbayev entered into the Relationship Agreement pursuant to which those members of the Oraziman Family Concert Party undertook to the Company and WH Ireland, in or acting in their capacities as Shareholders and not in any other capacity that they would use the voting powers attaching to the Ordinary Shares held by them, amongst other things, to ensure no directors are appointed or removed without the consent of the Board, ensure the Board comprises at least two independent directors and to ensure that any committee of the Board of the Company is comprised of a majority of independent directors.

On 10 February 2022, Altynbek Bolatzhan & Bolatzhan Kerimbayev signed the Relationship Agreement.

Each member of the Oraziman Family Concert Party also agreed not to do anything that would have the effect of preventing the Company from complying with the AIM Rules or other applicable laws or seek to cancel the admission of the Ordinary Shares to trading on AIM. Further, transactions between the Company and any member of the Oraziman Family Concert Party, in or acting in their capacities as Shareholders and not in any other capacity must be approved by a majority of independent directors of the Board.  The Relationship Agreement, as amended, is effective until such time as the Oraziman Family Concert Party ceases to hold, in aggregate, 20 per cent. or more of the aggregate voting rights in the Company. The Relationship Agreement is governed by English law and the courts of England have exclusive jurisdiction to settle any dispute arising in connection with the Relationship Agreement.

Waiver of the obligation to make a mandatory offer under Rule 9 of the Takeover Code

The Panel has agreed, subject to the Waiver Resolution being passed on a poll by the Independent Shareholders at the General Meeting, to waive the requirement under Rule 9 of the Takeover Code for the Concert Party to make a mandatory offer for the Ordinary Shares they do not already own, which would otherwise arise as a result of the issue of the Acquisition Shares.

5.    GENERAL MEETING

You will find set out at the end of this Circular the Notice convening the General Meeting to be held at the offices of Taylor Wessing LLP, Hill House, 1 Little New Street, London EC4A 3TR at 11.00 a.m. on 25 April 2024 at which the Resolution will be proposed.

Waiver Resolution

The Waiver Resolution is required to be passed in order for the Acquisition to proceed. It will be proposed as an ordinary resolution to be voted on a poll by Independent Shareholders only in accordance with the requirements of the Panel.

Approval by Independent Shareholders of the Waiver Resolution would waive the obligation under Rule 9 of the Takeover Code for the Concert Party or any member of the Concert Party to make a general offer to acquire all of the Ordinary Shares not held by the Concert Party as a result of the allotment of the Acquisition Shares to certain members of the Concert Party. All Shareholders may attend the General Meeting. The Concert Party members will not be permitted to vote on the Waiver Resolution. 

6.    ACTION TO BE TAKEN

A Form of Proxy for use in connection with the General Meeting is enclosed. Whether or not you intend to attend the General Meeting, it is important, particularly in view of the fact that the Waiver Resolution to be put to the General Meeting will be determined by a poll of Independent Shareholders, that you duly complete, execute and return the enclosed Form of Proxy, by hand or by post, to Link Group, PXS 1, 29 Wellington Street, Leeds, LS1 4DL in accordance with the instructions printed thereon. To be valid, the completed Form of Proxy must be returned as soon as possible and, in any event, so as to arrive not less than 48 hours before the time for holding the General Meeting. Completion and return of the Form of Proxy will not prevent Shareholders from attending and voting at the General Meeting in person should they wish to do so. Alternatively, you can vote via Link Investor Centre, CREST or Proxymity (refer to the notes to the Notice of General Meeting).

Total Voting Rights

Completion of the Acquisition is dependent upon the satisfaction of a number of conditions including regulatory approvals, which may take several months to obtain. Therefore, there will be no immediate change to the Company's Total Voting Rights immediately following the General Meeting.

RECOMMENDATION

The Takeover Code requires the Independent Directors to obtain competent independent advice regarding the merits of the Acquisition and the associated Waiver Resolution. Accordingly, WH Ireland has provided formal advice to the Independent Directors regarding the Acquisition and associated Waiver Resolution. WH Ireland confirms that it, and any person who is or is presumed to be acting in concert with it, is independent of the Concert Party and has no personal, financial or commercial relationship or arrangements or understandings with the Concert Party which it believes would compromise its independence.

The Independent Directors, who have been so advised by WH Ireland, consider the Acquisition and the associated Waiver Resolution to be fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. In providing advice to the Independent Directors, WH Ireland has taken into account the Independent Directors' commercial assessments of the Acquisition and associated Waiver Resolution. Kuat Oraziman and Aibek Oraziman, being Directors of the Company who are also included in the Concert Party, are not considered to be Independent Directors and therefore are not included in the Board's recommendation relating to the Acquisition and the associated Waiver Resolution.

Accordingly, the Independent Directors unanimously recommend that Independent Shareholders vote in favour of the Waiver Resolution at the General Meeting as they intend to do in respect of their entire holdings which amount to 2,245,000 Ordinary Shares (representing approximately 0.09 per cent. of the total Issued Ordinary Shares).

Yours faithfully

Clive Carver

Chairman

DEFINITIONS