THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have recently sold or transferred all of your shares in Welney plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

WELNEY PLC

(Incorporated in England and Wales with Registered Number 05660908)

Directors:
Darren Edmonston (Chairman)
Cameron Luck

To the Shareholders of Welney PLC

Dear Shareholder

ANNUAL GENERAL MEETING - 11.00 a.m. on 13th February 2017

I am pleased to enclose the notice of the Company's Annual General Meeting, to be held at 11.00 a.m. on 13th February 2017.

The ordinary business of the Annual General Meeting will be to receive and adopt the accounts of the Company to 30 June 2016, to re-appoint the auditors, and to re-elect directors.

You will find set out at the end of this document a notice convening the AGM to be held at

Manor of Groves, High Wych, Sawbridgeworth, Hertfordshire, CM21 0JU.

            .

1. ACTION TO BE TAKEN

             
A Form of Proxy is enclosed, for use at the AGM. Whether or not you intend to be present at the AGM, you are asked to complete, sign and return the Form of Proxy to the Company's registrars, Share Registrars Ltd, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, as soon as possible but in any event, so as to arrive no later than 11.00 a.m. on 9th February 2017. The completion and return of a Form of Proxy will not preclude you from attending the AGM and voting in person should you wish to do so. Accordingly, whether or not you intend to attend the AGM in person, you are urged to complete and return the Form of Proxy as soon as possible.

2. RECOMMENDATIONS

The Directors consider that the resolutions to be proposed at the AGM are in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors unanimously recommend Shareholders to vote in favour of the resolutions to be proposed at the AGM.

Yours faithfully

Darren Edmonston
Chairman

WELNEY PLC
(Incorporated in England and Wales with Registered Number 05660908)

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting ("Meeting") of Welney plc ("Company") will be held at the offices of Manor of Groves, High Wych, Sawbridgeworth, Hertfordshire, CM21 0JU on 13th February 2017.

You will be asked to consider and vote on the resolutions below. Resolutions 1 to 3 will be proposed as ordinary resolutions.

ORDINARY RESOLUTIONS

1. To receive and adopt the Annual Report and Accounts for the year ended 30 June 2016 together with the directors' report and auditors' report on those accounts.
    
2. To re-appoint Welbeck Associates as auditors of the Company to hold office until the conclusion of the next general meeting at which the accounts are laid before the members and to authorise the directors to fix their remuneration.
    
3. To re-appoint as a Director Cameron Luck, who retires in accordance with Article 106 of the Articles of Association of the Company.
    

By Order of the Board

Dated 18 January 2017

Notes:

1.                  To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the number of votes that may be cast), shareholders must be entered in the register of members of the Company at 11:00 a.m. on 9 February 2017 (or, in the event of any adjournment, at 11:00 a.m. on the day which is two days before the date fixed for the adjourned meeting).  Changes to the register of members after the relevant deadline will be disregarded in determining the rights of any person to attend and vote at the meeting.

2.                  A member entitled to attend the meeting is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at the meeting.    A member may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the member.  A proxy need not be a member of the Company. Appointing a proxy will not prevent a member from attending and voting at the meeting in person.

3.                  A form of proxy for use in relation to the meeting is enclosed.  To be valid, the form of proxy and any power of attorney or other authority under which it is signed (or a notarially certified copy of such power or authority) must be deposited with the company secretary not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting. 

4.                  As at 4 January 2017 (being the latest practicable date prior to the publication of this notice), the Company's issued share capital consisted of 1,545,511,405 ordinary shares of 0.1p each.  Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company was as at 4 January 2017.

Proxy Form

For use at the Annual General Meeting of the Company to be held at Manor of Groves, High Wych, Sawbridgeworth, Hertfordshire, CM21 0JU on 13th February 2017 at 11.00 a.m.

Before completing this form, please read the explanatory notes below.

I /We being a member of the Company appoint the Chairman of the meeting or (see note 4)

as my/our proxy to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held at 11.00 am. on 13th February 2017 and at any adjournment of the meeting.

I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an 'X'. If no indication is given, my/our proxy will vote or abstain from voting at his or her discretion and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is properly put before the meeting (including any motion to amend any resolution or to adjourn the Annual General Meeting).

PLEASE SIGN WHERE INDICATED AND THEN COMPLETE THE REQUESTED DETAILS BELOW IN BLOCK CAPITALS

.........................                                         ..............

Signature of shareholder or common seal/signature                                      Date

of duly authorised officer/attorney of corporate shareholder

......................                  .....................

Print name of signatory                                                                Print name of shareholder where signed on behalf of a shareholder

Notes to the proxy form

1. The full text of each resolution to be proposed at the Annual General Meeting is set out in the Notice of Annual General Meeting contained in the circular to shareholders of the Company dated 18 January 2017.  Shareholders should read the resolutions set out in the Notice of Annual General Meeting together with the explanation of the resolutions set out in Part I of the Circular.

2. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote (on a show of hands and on a poll) at a general meeting of the Company.

3. Appointment of a proxy does not preclude you from attending the meeting and voting in person.

4. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions.

5. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares.  You may not appoint more than one proxy to exercise rights attached to any one share.

6. 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 "Vote 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 fit in relation to any other matter which is properly put before the meeting (including any motion to amend any resolution or to adjourn the Annual General Meeting).

7. To appoint a proxy using this form, the form must be:

• completed and signed;
• sent or delivered to, Share Registrars Limited, at Suite E, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR or by e-mail to proxies@shareregistrars.uk.com or fax: 01252 719232 and
• received by the Registrar no later than 11.00 a.m. on 9th February 2017.

8. In the case of a member which is a company, this 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.

9. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

10. In the case of joint holders, where more than one of the joint holder's 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 first-named being the most senior).

11. 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.

12. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Share Registrars Limited, at The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR. 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 officer 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.

In either case, the revocation notice must be received by the Company no later than 11. 00 a.m. on 9th February 2017. If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your proxy appointment will remain valid.