Schedule One - Kistos Plc

Kistos Plc("Kistos" or the "Company")

9th Floor

107 Cheapside

London

EC2V 6DN

United Kingdom

www.kistosplc.com

Kistos is a newly-incorporated closed-ended investment company, established with the objective of creating value for its investors through acquisition and management of companies or businesses in the energy sector.

The Company will be focused initially on offshore and onshore hydrocarbon production, energy storage, infrastructure and energy generation projects. The targeted geographies are the UK and Continental Europe. The investment strategy is to acquire assets with a role in energy transition with an execution strategy of pursuing a rigorous approach to asset selection and active forward-looking stewardship.

Upon admission the Company will be an investing company for the purposes of the AIM Rules.

Investing policy

The Company will seek to achieve its investment objectives and strategy by taking an active approach in investments made in line with the following Investing Policy:

·    Geographic focus: initially the Company's principal focus will be on the UK and Continental Europe and the Continental Shelf, although it is possible that an Acquisition with compelling potential may be found in Continental Europe, Ireland or the Scandinavian region.

·    Sector focus: the Company intends to focus on the hydrocarbon sector (including upstream and downstream opportunities), energy infrastructure and energy assets capable of repurposing in the context of Energy Transition and "Net Zero 2050".

·    Proposed targets: the proposed Acquisitions to be made by the Company may be licence applications, direct interests in energy linked assets, quoted or unquoted companies, made by acquisition of assets or companies, partnerships, farm-ins or joint ventures.

·    Types of investment and control of investments: the Company will acquire control of one or more working interests, assets, businesses or companies on a long-term basis. The Company will generally seek to take control of any investment in order to have the freedom to control strategic direction and, where necessary, manage change. The Company's strategy is to manage and develop the assets that it acquires which is generally difficult to achieve effectively without clear control. The Board may consider issuing additional Ordinary Shares as acquisition consideration to vendors of working interests, assets, or businesses as appropriate, in such an instance, the Board would expect to manage the dilutive effect of any such issue of additional Ordinary Shares carefully and it is unlikely that the Board would consider such a course of action in circumstances where the exiting vendor(s) might obtain any degree of control of the Company.

·    Investment size: it is envisaged that the Company's target Acquisitions will have an enterprise value of £20-£100 million, which, if necessary, will be funded through further equity issuance and debt to appropriate and prudent levels.

·    Nature of returns: it is anticipated that returns to Shareholders will be delivered through a combination of an appreciation in the Company's share price and, at an appropriate time, through the adoption of a progressive dividend policy which will be linked to the strategy objective of a strong focus on cash flow generation.

Any material change to the Investing Policy will be made only with the approval of Shareholders.

The Directors believe that the Investing Policy can be substantially implemented within 18 months of Admission. If this is not achieved, the Company, in accordance with the AIM Rules for Companies, will seek the consent of Shareholders for its Investing Policy or any changes thereto at the next annual general meeting of the Company and on an annual basis thereafter, until such time that its Investing Policy has been substantially implemented. If it appears unlikely that the Investing Policy will be substantially implemented, the Directors may consider returning the remaining proceeds from the Fundraising to Shareholders.

Given the nature of the Investing Policy, the Company does not intend to make regular periodic disclosures or calculations of its net asset value.

It is highly likely that any transaction in which the Company acquires non-investment assets will be deemed to be a reverse takeover under the AIM Rules for Companies. Any transaction constituting a reverse takeover under the AIM Rules will require Shareholder approval.

Ordinary Shares of 10 pence each ("Ordinary Shares") for which Admission which will be sought: 40,250,000

Issue price per Ordinary Share: 100 pence per Ordinary Share

There are no restrictions as to transfer of Ordinary Shares.

No Ordinary Shares to be held in treasury

Capital to be raised on Admission: £31,750,000

Anticipated market capitalisation on Admission: £40,250,000

36.77%

N/A

*   6,000,000 Ordinary Shares held by Mr Austin and 7,500,000 Ordinary Shares held within his self-invested personal pension scheme.

N/A

25 November 2020

Panmure Gordon (UK) Limited

One New Change

London

EC4M 9AF

United Kingdom

Panmure Gordon (UK) Limited

One New Change

London

EC4M 9AF

United Kingdom

23 November 2020

Update