Statement regarding offer for Genel Energy plc

DNO ASA ("DNO"), the Norwegian oil and gas operator, announces that on 28 July 2026 it approached the Genel Board with a possible cash offer (the "Indicative Cash Offer"), with a cash and share alternative (the "Alternative Offer"), by DNO Iraq AS, a wholly owned subsidiary of DNO, to acquire the entire issued and to be issued share capital of Genel (the "Proposal").

Under the terms of the Indicative Cash Offer, Genel shareholders would be entitled to receive:

69 pence in cash per Genel share

The Indicative Cash Offer values Genel's entire issued and to be issued share capital at approximately £202 million and represents:

• a premium of 38 percent to the closing price for Genel shares on 6 August 2026 (being the last business day prior to the date of this announcement); and
• a premium of 30 percent to Genel's volume-weighted average closing share price over the three-month period ended on 6 August 2026.

Under the Alternative Offer, each Genel shareholder may choose to elect to receive a combination of cash and newly issued DNO ordinary shares equivalent in value to the Indicative Cash Offer per Genel share. DNO expects that such new DNO shares would be issued pursuant to DNO's existing authorities granted by the annual general meeting in DNO and, as a result, if a firm offer is made on the terms of the Proposal, it would not be subject to the approval of the DNO shareholders.

DNO believes the Proposal represents a compelling proposition for Genel shareholders. It:

• delivers a substantial premium to Genel's undisturbed share price, reflecting, in DNO's view, full value for Genel's assets notwithstanding the continuing uncertainty over its sole revenue-generating asset;
• provides certainty of value irrespective of the outcome of Genel's offer for Capricorn Energy plc ("Capricorn") on the terms announced on 2 July 2026, which, if unsuccessful, would leave Genel without the diversification it has long sought and with a significant G&A burden that is disproportionate to its current scale. DNO notes that a number of third parties have announced possible offers for Capricorn and there can be no certainty that Genel's offer for Capricorn will be successful;
• offers a high degree of deal certainty as the proposed offer is not conditional on completion or lapse of the announced offer for Capricorn on its current terms;
• represents a liquidity event for Genel shareholders providing an attractive opportunity to receive cash and realise their investments against a backdrop of poor trading liquidity in the Genel shares;
• gives shareholders electing for DNO shares immediate participation in a strong, diversified, growth-oriented business with an established track record of dividend payments; and
• creates a stronger company in the Kurdistan Region of Iraq where continuing security and commercial risks make scale and financial robustness essential success criteria.

Although the Genel Board rejected the approach on 4 August 2026, DNO remains willing to engage with the board in relation to the Proposal.

The Proposal is non-binding and subject to customary pre-conditions, including completion of due diligence to the satisfaction of DNO. DNO reserves the right to waive in whole or in part any of the pre-conditions to the Proposal. There can be no certainty that any offer for Genel will be made. A further announcement will be made if and when appropriate.

In accordance with Rule 2.6(a) of the Code, DNO is required, by no later than 5.00 p.m. (London time) on 4 September 2026, being 28 days after today's date, to announce either a firm intention to make an offer for Genel in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

In accordance with Rule 2.5(a) of the Code, DNO reserves the right to vary the form and/or mix of consideration as set out in this announcement and/or introduce other forms of consideration and/or not make available the Alternative Offer. DNO also reserves the right to implement the transaction through or together with a subsidiary of DNO. DNO also reserves the right to make an offer for Genel at a lower value or on less favourable terms than the Proposal: (i) with the agreement or recommendation of the Genel Board; (ii) if a third party announces a firm intention to make an offer for Genel which, at that date, is of a value less than the value of the Proposal; or (iii) following the announcement by Genel of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code). If Genel declares, makes or pays any dividend or distribution or other return of value or payment to its shareholders, DNO reserves the right to make an equivalent reduction to the Proposal.

Notice to US Genel Shareholders

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, DNO or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Genel shares outside the United States, other than pursuant to any possible offer to be made by DNO (the "Offer"), before or during the period in which the Offer, if made, remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.

Rule 2.4 information

In the interests of secrecy prior to this announcement, DNO has not made any enquiries of certain parties who may be deemed by the Panel on Takeovers and Mergers to be acting in concert with DNO in order to determine whether DNO would be obliged to offer any minimum level, or particular form, of consideration under Rule 6 or Rule 11 of the Code. Enquiries of such parties will be made as soon as practicable following the date of this announcement and any disclosure in respect of such parties will be made in a further announcement.

Rule 2.9 disclosure