NOTICE is hereby given that the Annual General Meeting of Alkane Energy plc (‘the Company’) will be held at 11.00am on Wednesday 7 May 2008 at the Blackburn Suite, Blackburn House, Boughton Pumping Station, Brake Lane, Boughton, Nottinghamshire, NG22 9HQ for the following purposes:

Ordinary business

  1. To receive the audited financial statements of the Company for the financial year ended 31 December 2007, the Directors’ Report and the Auditors’ Report on those financial statements.
  2. To re-elect as a director Cameron Davies, whose biographical details are set out on page 12 of the Annual Report, who retires by rotation and, being eligible, offers himself for re-election.
  3. To re-elect as a director John Lander, whose biographical details are set out on page 12 of the Annual Report, who retires by rotation and, being eligible, offers himself for re-election.
  4. To elect as a director Julia Henderson, whose biographical details are set out on page 12 of the Annual Report, who being appointed since the last Annual General Meeting, retires in accordance with the Company’s articles and, being eligible, offers herself for re-election.
  5. To re-appoint PKF (UK) LLP as the auditors of the Company.
  6. To authorise the directors to determine the remuneration of the auditors of the Company.

    Special Business

    To consider and, if thought fit, pass the following resolutions, of which resolutions 7, 8 and 9 will be proposed as ordinary resolutions and resolutions 10, 11 and 12 will be proposed as special resolutions.

  7. To approve the Directors’ Remuneration Report for the financial year ended 31 December 2007.
  8. THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 366 of the Companies Act 2006 to incur political expenditure up to an aggregate amount not exceeding £25,000 during the period beginning with the date of the passing of this resolution and ending on the date being 15 months from the passing of this resolution or, if earlier, this authority to expire at the conclusion of the Annual General Meeting of the Company in 2009. For the purposes of this resolution ‘political expenditure’ have the same meanings ascribed thereto in section 365 of the Companies Act 2006.
  9. THAT the directors be and they are hereby generally and unconditionally authorised pursuant to section 80 of the Companies Act 1985 to exercise all the powers of the Company to allot relevant securities (as defined for the purposes of section 80(2) of the Companies Act 1985) up to an aggregate nominal amount of £153,212 provided that this authority shall expire on the date being 15 months from the passing of this resolution or, if earlier, at the conclusion of the Annual General Meeting of the Company in 2009, save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such offer or agreement as if this authority had not expired and provided further that this authority shall supersede and revoke any other such authority.
  10. THAT subject to the passing of the resolution numbered 9 set out above, the directors be and they are hereby empowered pursuant to section 95(1) of the Companies Act 1985 to allot equity securities (as defined in section 94 of the Companies Act 1985) for cash pursuant to the general authority to allot relevant securities conferred by resolution 8 above as if the provisions of section 89(1) of the Companies Act 1985 did not apply to such allotment, provided that this authority be limited to:

    1. the allotment of equity securities for cash in connection with a rights issue, open offer or any other pre-emptive offer in favour of holders of ordinary shares where the equity securities respectively attributable to the interest of such shareholders on a fixed record date are proportionate (as nearly may be) to the respective numbers of shares held by them but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with any legal or practical problems under the laws of any overseas territory or the requirements of any regulatory body or any stock exchange in any territory or fractional entitlements or any other matter; and

    2. the allotment (otherwise than pursuant to paragraph (a) above), of equity securities having, in the case of relevant shares, a nominal amount or, in the case of other equity securities, giving the right to subscribe for or to convert into relevant shares having a nominal sum, not exceeding in aggregate the sum of £22,982.

      This authority shall (unless renewed, varied or revoked by the Company) expire on the date being 15 months from the passing of this resolution or, if earlier, at the conclusion of the Annual General Meeting of the Company in 2009, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if this power had not expired.

  11. THAT the Share Premium Account of the Company be cancelled.
  12. THAT the Company is hereby generally and unconditionally authorised for the purposes of section 166 of the Companies Act 1985 to make market purchases (within the meaning of section 163(3) of the Companies Act 1985) of any of its ordinary shares of 0.5 pence each in the capital of the Company on such terms and in such manner as the directors may from time to time determine provided that:
    1. the maximum number of ordinary shares which may be purchased is 9,192,692 representing approximately 10 per cent of the issued ordinary share capital at 31 March 2008;
    2. the minimum price which may be paid for each ordinary share is 0.5 pence which amount shall be exclusive of expenses, if any;
    3. the maximum price which may be paid for each ordinary share is an amount equal to 105 per cent of the average of the middle market quotations of the ordinary shares of the Company as derived from information published by the London Stock Exchange plc for the five business days immediately preceding the day on which such share is contracted to be purchased;
    4. this authority shall expire on the date being 15 months from the passing of this resolution or, if earlier, at the conclusion of the Annual General Meeting of the Company in 2009; and
    5. under this authority the Company may make a contract to purchase ordinary shares which would or might be executed wholly or partly after the expiry of this authority, and may make purchases of ordinary shares pursuant to it as if this authority had not expired.

Approved by the Board and signed on its behalf:

Stephen Goalby
Company Secretary

Dated 31 March 2008

Registered Office:

Edwinstowe House
High Street
Edwinstowe
Notts
NG21 9PR

Registered Number: 2966946

Registrars:

Computershare Investor
Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZY

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

Copies of all directors’ service contracts and copies of the terms and conditions of appointment of non-executive directors will be available for inspection at the registered office of the Company during normal business hours on any weekday (Saturdays, Sundays and public holidays excluded) from the date of this notice until the Meeting closes.

The register of directors’ interests maintained by the Company under section 809 of the Companies Act 2006 shall be produced at the commencement of the Meeting and remain open and accessible during the continuance of the Meeting to any person attending the Meeting.

Pursuant to Regulation 41 of the Uncertifi cated Securities Regulations 2001, the Company specifies that only those members registered on the Company’s register of members at:

Appointment of proxies

A proxy form has been circulated with this notice and a proxy may only be appointed using the procedures set out in these notes and the notes to the proxy form.

A shareholder of the Company is entitled to appoint one or more proxies to exercise all or any of his or her rights to attend, speak and vote at the Meeting. A proxy does not need to be a member of the Company but must attend the Meeting to represent the appointing shareholder. Details of how to appoint the Chairman of the Meeting or another person as a proxy using the proxy form are set out in the notes to the proxy form. If a shareholder wishes to appoint a proxy to speak on his or her behalf at the Meeting, the shareholder will need to appoint his or her own choice of proxy (not the Chairman) and give instructions directly to them.

More than one proxy may be appointed provided that each proxy is appointed to exercise rights attached to different shares. More than one proxy may not be appointed to exercise rights attached to any one share. To appoint more than one proxy, a shareholder should contact Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY or on the Registrars’ helpline as detailed on the hard copy proxy form.

If a shareholder does not give his or her appointed proxy an indication of how to vote on any resolution, the proxy will vote or abstain from voting at his or her discretion. The 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.

Appointment of proxies

A shareholder may appoint his or her proxy/proxies using the methods detailed below. The notes to the proxy form explain how to vote on each resolution or withhold their vote.

Appointment of proxy using hard copy proxy form

To appoint a proxy using the hard copy proxy form, the form must be:

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 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.

Electronic appointment of proxies

As an alternative to completing the hard-copy proxy form, a shareholder can appoint a proxy electronically by following the instructions on the proxy form. For an electronic proxy appointment to be valid, the appointment must be received electronically by the Company’s registrars no later than 48 hours before the time appointed for the holding of the Meeting (ie. by no later than 11.00am on Monday 5 May 2008).

Appointment of proxies through CREST

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer’s agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the 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 system) from which the issuer’s agent is able to retrieve the message. The Company mat treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

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 messages. 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 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.

Appointment of proxy by joint members

In the case of joint holders, where more than one of the joint holders purports 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 fi rst-named being the most senior).

Changing proxy instructions

To change proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after 11.00am on Monday 5 May 2008 will be disregarded.

Where a shareholder has:

  1. appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY;
  2. appointed a proxy electronically in accordance with the instructions detailed on the proxy form and would like to change those instructions, please contact the Registrars’ helpline as detailed on the hard copy proxy form;
  3. appointed a proxy through CREST and would like to change those instructions, please contact their CREST sponsor or voting service provider(s),

If more than one valid proxy appointment is submitted, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

In order to revoke a proxy instruction a shareholder will need to inform the Company’s registrars and/or his or her CREST sponsor or voting service provider(s) by one of the methods detailed above. In the case of a member which is a company, a hard copy revocation notice must be executed under its common seal or signed on its behalf by an offi cer 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.

The revocation notice must be received by the Company no later than 11.00am on Monday 5 May 2008.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

Appointment of a proxy does not preclude a shareholder from attending the Meeting and voting in person. If a shareholder has appointed a proxy and attends the Meeting in person, the proxy appointment will automatically be terminated.

Communication

Except as provided above, members who wish to communicate with the Company in relation to the Meeting should contact the Company Secretary, by writing to the registered office of the Company. No other methods of communication will be accepted. Shareholders may not use any electronic address provided either in this notice of general meeting or any related documents, to communicate with the Company.

Resolution 1: Financial statements

For each financial year the directors are required to present the audited financial statements, the Directors’ Report and the Auditors’ Report to the shareholders at a general meeting. Once the resolution to receive the financial statements has been proposed, and before a vote is taken, the Chairman will invite questions from shareholders on the financial statements and any other matters relating to the Company’s business.

Resolutions 2, 3 and 4: Re-election of directors

According to Article 105 of the Company’s Articles of Association, each director shall retire from office at the third Annual General Meeting at which he was last elected and such retiring director shall be eligible for re-election. Cameron Davies and John Lander retire by rotation and being eligible are seeking re-election at this Annual General Meeting.

In accordance with Article 109 of the Company’s Articles of Association any director appointed between Annual General Meetings must retire at the next Annual General Meeting and seek election by the members of the Company. Julia Henderson was appointed as a director of the Company on 1 June 2007 and seeks election at this Annual General Meeting.

Biographical details of Cameron Davies, John Lander and Julia Henderson and particulars of their service contracts with the Company are set out on page 12 and page 23 respectively of the Annual Report.

Resolutions 5 and 6: Re-appointment and remuneration of auditors

At each Annual General Meeting, the Company is required to appoint auditors to serve until such next meeting. During the year Ernst & Young LLP resigned as auditors of the Company and the directors appointed PKF (UK) LLP to fill the vacancy. PKF (UK) LLP have said that they are willing to continue in office for a further year. Resolution 5 proposes their appointment and Resolution 6 proposes that, in accordance with normal practice, the directors should be authorised to agree the fees of the auditors.

Resolution 7: Remuneration Report

The Directors’ Remuneration Report Regulations 2002 require that the Company prepare a Board-approved Directors’ Remuneration Report as part of its annual reporting obligations and seek shareholder approval of this Report. Resolution 7 proposes to approve the Board’s remuneration policy set out in the Directors’ Remuneration Report (which can be found on pages 21 to 26 of the Annual Report).

Resolution 8: Political donations and expenditure

The Company has no intention of changing its current policy of not making political donations to political parties. This resolution is intended to authorise normal expenditure by the Company in connection with its continued commitment to lobby the UK government for the inclusion of Coal Mine Methane in the Renewables Obligation. In view of the wide definitions under section 365 of the Companies Act 2006 this expenditure may be construed as political expenditure. Since certain other companies (who like Alkane do not make political donations to any political party but may incur political expenditure by virtue of these wide definitions) are seeking authority as a precautionary measure, the Board considered it prudent to seek shareholder authority.

Resolutions 9 and 10: Allotment of shares

Under the Companies Act 1985, your directors may only allot un-issued shares if authorised to do so by shareholders. The Companies Act 1985 also prevents allotments for cash, other than to existing shareholders in proportion to their existing shareholdings (what are known as ‘pre-emptive rights’). Passing Resolutions 9 and 10 will extend the directors’ flexibility to act in the best interests of shareholders, when opportunities arise, to issue new shares. Save for the allotment of shares pursuant to the Company’s share option schemes, the directors have no intention at this time to allot shares pursuant to the passing of these resolutions. To reflect market practice, the Company has widened the potential offers that could benefit from a disapplication of the pre-emptive provisions of section 89 of the Act to include open offers in addition to rights issues or other pro-rata offers.

2008 Annual General Meeting

Proxy Voting Disclosure

The Annual General Meeting of Alkane Energy PLC was held on 7th May 2008. All resolutions were passed on a show of hands.

For information the proxy votes received prior to the meeting were as follows:

  Resolution Votes in Favour Votes Against Discretion Withheld
1 Receive Financial Reports 25,234,586 3,437 476,012 1,434
2 Re-elect W C Davies 25,510,138 123,135 76,012 6,184
3 Re-elect J Lander 25,213,483 414,440 85,142 2,404
4 Elect J Henderson 25,645,269 5,754 63,012 1,434
5 Re-appoint PKF (UK) LLP as auditors 25,544,218 555 63,012 107,684
6 Authorise Directors to determine auditors remuneration 25,644,490 2,135 46,812 22,032
7 Authorise directors remuneration report 25,396,496 174,718 76,012 68,243
8 Give directors approval for political expenditure 25,248,185 400,557 54,412 12,315
9 Authority to allot shares 25,413,916 205,357 63,012 33,184
10 Authorise directors to disapply pre-emptive rights 25,378,562 237,992 63,731 35,184
11 Approve cancellation of share premium account 25,607,430 5,162 79,942 22,935
12 Authority to purchase own shares 25,615,195 30,512 62,012 7,750