Revised All-Cash Offer for Capricorn by DNO

DNO Bidco AS (“Bidco”)

(a company directly wholly owned by DNO ASA (“DNO”))

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

ANNOUNCEMENT OF RECOMMENDED REVISED ALL-CASH OFFER

Introduction

On 1 September 2026, the boards of DNO, Bidco and Capricorn announced, in accordance with Rule 2.7 of the Code (the “Rule 2.7 Announcement”), a recommended cash acquisition pursuant to which Bidco would acquire the entire issued and to be issued ordinary share capital of Capricorn for consideration of US$4.224 in cash and the right for Capricorn Shareholders to receive and retain a special dividend of US$0.99 (which was intended and expected to be declared by the Capricorn Board prior to the Effective Date) for each Capricorn Share (the “Original Offer”).

This announcement should be read in conjunction with the full text of the Rule 2.7 Announcement, the terms of which continue to apply to this announcement except to the extent set out below. Capitalised terms used but not defined in this announcement shall have the same meanings as were given to them in the Rule 2.7 Announcement and the interpretation provisions as set out in Appendix III to the Rule 2.7 Announcement shall apply to this announcement.

Revised All-Cash Offer

The boards of DNO, Bidco and Capricorn are now pleased to announce a revision to the terms of the Acquisition pursuant to which Capricorn Shareholders will be entitled to receive an amount equal to the full Acquisition Value in cash from Bidco (the “Revised All-Cash Offer”).

DNO, Bidco and Capricorn believe that the Revised All-Cash Offer provides Capricorn Shareholders with greater certainty of value as compared to the Original Offer, as it is not reliant on the Capricorn Board being able to declare and pay the Permitted Dividend in full prior to the Effective Date.

The Capricorn Directors intend to recommend unanimously that Capricorn Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, each to be convened as soon as practicable.

Under the terms of the Revised All-Cash Offer, which will be subject to the Conditions and further terms set out in Appendix I to the Rule 2.7 Announcement and to be set out in the Scheme Document, each Capricorn Shareholder shall be entitled to receive from Bidco:

US$5.214 in cash for each Capricorn Share held (the “Revised Acquisition Price”).

The Sterling equivalent value of the Revised Acquisition Price, being 388 pence per Capricorn Share based on the GBP:USD exchange rate of 1:1.3447 derived from Bloomberg as at 4.30 p.m. on the Business Day prior to the date of this announcement (the “Revised Offer Announcement Exchange Rate”), represents a premium of approximately:

• 46 per cent. to the Closing Price per Capricorn Share of 266 pence on 10 March 2026 (being the day prior to the start of the Offer Period (the “Undisturbed Date”)); and
• 61 per cent. to the volume weighted average price per Capricorn Share of 241 pence during the three-month period ended on the Undisturbed Date.

The Revised Acquisition Price continues to imply a value for the entire issued and to be issued ordinary share capital of Capricorn of approximately US$396 million on a fully diluted basis which is equivalent to £294 million based on the Revised Offer Announcement Exchange Rate and an increase of approximately US$36 million to the implied value represented by the Genel Offer Acquisition Value on a constant currency basis.

The Revised All-Cash Offer improves on terms that were already superior to the terms of the cash acquisition of Capricorn by Genel Bidco, as announced on 2 July 2026 (the “Genel Offer”). The Revised Acquisition Price continues to represent:

• an increase of US$0.474 per Capricorn Share as compared to the Genel Offer Acquisition Value; and
• a premium of approximately 10 per cent. to the Genel Offer Acquisition Value.

In addition, the Revised All-Cash Offer, unlike the Genel Offer, does not require the Capricorn Board to be able to declare and pay the Permitted Dividend in full prior to the Effective Date for Capricorn Shareholders to receive full value. As a result, DNO and Bidco believe that it provides both superior value and superior certainty of value to Capricorn Shareholders than the Genel Offer.

As in respect of the Original Offer, a facility will be made available under which Capricorn Shareholders will be able to elect (subject to the terms and conditions of such facility) to receive the Revised Acquisition Price in Sterling (after, if applicable, deduction of any transaction or dealing costs (including any taxes) associated with the currency conversion) at the applicable market exchange rate at which the conversion takes place (the “Foreign Exchange Facility”). The applicable market exchange rate will be fixed on the latest practicable date prior to the relevant payment date. The amount received by any Capricorn Shareholder validly electing to be paid their cash consideration payable in connection with the Revised Acquisition Price in Sterling may therefore be below or above 388 pence per Capricorn Share depending on the applicable market exchange rate that is applied and the deduction of any transaction or dealing costs (including any taxes) associated with the currency conversion. Further details of the Foreign Exchange Facility and the election to be made by Capricorn Shareholders who wish to receive their cash consideration payable in connection with the Revised Acquisition Price in Sterling using the Foreign Exchange Facility shall be set out in the Scheme Document and the applicable Form(s) of Election.

Further details in relation to the Revised All-Cash Offer shall be contained in the Scheme Document.

Dividends

The Rule 2.7 Announcement provided that Capricorn Shareholders would be entitled to receive and retain the Permitted Dividend without any reduction to the Acquisition Price, as this formed part of the Acquisition Value to Capricorn Shareholders.

However, under the terms of the Revised All-Cash Offer, Capricorn Shareholders will be entitled to receive an amount equal to the full Acquisition Value, in cash, from Bidco. The Capricorn Board therefore no longer expects to declare and pay a dividend equivalent to the Permitted Dividend.

If, on or after the date of the Rule 2.7 Announcement and prior to the Effective Date, any dividend, distribution, or other return of value is announced, declared, made, or paid or becomes payable by Capricorn (including a dividend equivalent to the Permitted Dividend under the terms of the Original Offer), Bidco reserves the right to reduce the Revised Acquisition Price payable under the terms of the Acquisition for the Capricorn Shares by an amount equal to the amount of any such dividend, distribution or other return of value. In such circumstances, the Capricorn Shareholders shall be entitled to retain any such dividend, distribution, or other return of value announced, declared, made, or paid.

Recommendation

The background to and reasons for the Capricorn Board's recommendation of the Original Offer are set out in the Rule 2.7 Announcement. Taking into consideration that rationale, the Capricorn Directors believe that the Revised All-Cash Offer provides greater certainty of value for Capricorn Shareholders relative to the terms of the Original Offer and continues to represent an increase of approximately 10 per cent. compared to the Genel Offer Acquisition Value.

The Capricorn Directors, who have been so advised by Canaccord Genuity as to the financial terms of the Revised All-Cash Offer, consider the terms of the Revised All-Cash Offer to be fair and reasonable. In providing its advice to the Capricorn Directors, Canaccord Genuity has taken into account the commercial assessments of the Capricorn Directors. Canaccord Genuity is providing independent financial advice to the Capricorn Directors for the purposes of Rule 3 of the Code.

Accordingly, the Capricorn Directors intend to recommend unanimously that Capricorn Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, each to be convened as soon as practicable.

Intentions of DNO and Bidco

This announcement does not change the intentions of DNO and Bidco as regards Capricorn’s directors, management, employees, research and development and locations, as set out in the Rule 2.7 Announcement. The views of the Capricorn Board on the stated intentions of DNO and Bidco set out in the Rule 2.7 Announcement also remain unchanged.

Financing

Bidco is funding the cash consideration payable pursuant to the Acquisition, together with certain fees and expenses in connection with the Acquisition, through its own existing cash resources.

Lambert Energy, as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the Revised Acquisition Price payable to Capricorn Shareholders pursuant to the terms of the Acquisition.

Further information on the financing of the Acquisition shall be set out in the Scheme Document.

Conditions, Timetable and General

Save as set out in this announcement, the Acquisition remains subject to the Conditions and further terms set out in Appendix I to the Rule 2.7 Announcement and to the full terms and conditions to be set out in the Scheme Document. It is expected that the Scheme Document will be published and sent, together with the Forms of Proxy and the Form of Election, to Scheme Shareholders by not later than 29 September 2026, or such later date as Bidco, Capricorn and the Panel agree.

Further details of the Scheme, including an indicative timetable for its implementation, shall be set out in the Scheme Document. It continues to be expected that the Scheme shall become Effective (subject to the satisfaction of the Conditions) during Q4 2026 / Q1 2027.

Capricorn notes that advertisements of an indicative timetable in respect of the Original Offer, as required by the Court process in connection with the Scheme, may appear today (17 September 2026) or tomorrow (18 September 2026) in certain newspapers. Capricorn advises shareholders to take no action in respect of these advertisements and confirms that an expected timetable of principal events, including the proposed dates for which the shareholder meetings will be convened, will be set out in the Scheme Document and announced via a Regulatory Information Service on publication of the Scheme Document. If shareholders have any queries, please contact Capricorn's registrar, Equiniti, at Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 6DA or call on +44 (0) 371 384 2873, between 8.30 a.m. and 5.30 p.m. Monday to Friday (excluding public holidays in England and Wales).

The sources of information and bases of calculations of certain information contained in this announcement are set out in Appendix I to the Rule 2.7 Announcement, save that where amounts are shown in both US Dollars and Sterling, or converted between the aforementioned currencies, in this announcement, the Revised Offer Announcement Exchange Rate has been used.

Consents

Lambert Energy, Canaccord Genuity and Moelis have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

Documents available on website

In addition to the documents which are already available as set out in the Rule 2.7 Announcement, copies of the following documents shall be made available on DNO’s and Capricorn’s websites at https://www.dno.no/ and https://www.capricornenergy.com/investors/ respectively until the Effective Date:

• this announcement; and
• the consents from Lambert Energy, Canaccord Genuity and Moelis to being named in this announcement.

Freshfields LLP and Advokatfirmaet Thommessen AS are retained as legal advisers to DNO and Bidco.

Ashurst Perkins Coie UK LLP are retained as legal advisers to Capricorn.

General

Bidco reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the Acquisition by way of a Takeover Offer for the Capricorn Shares as an alternative to the Scheme. In such event, the Takeover Offer shall be implemented on the same terms, so far as applicable, and subject to the terms of the Co-operation Agreement, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation) an acceptance condition set (subject to the terms of the Co-operation Agreement) at 90 per cent. of the shares to which such Takeover Offer relates or such lesser percentage (being more than 50 per cent.) as Bidco may decide or as may be agreed with Capricorn or as required by the Panel, of the Capricorn Shares.