Results Of The Court Meeting And General Meeting
Pharos Energy plc announced that at the Court Meeting and General Meeting held on August 28, 2026, the requisite majority of shareholders voted to approve the scheme of arrangement for the recommended increased all-cash acquisition by Ratio Petroleum Energy LP. Specifically, 77.78% of Scheme Shareholders present and voting, representing 98.45% of Scheme Shares voted, approved the scheme at the Court Meeting, and 98.46% of Pharos Shareholders voted in favour of the resolution at the General Meeting. These approvals satisfy key conditions, and completion of the acquisition is now subject to remaining regulatory conditions and court sanction, with effectiveness anticipated in the first half of 2027.
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Ratio Petroleum Energy LP ("Ratio")
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
RESULTS OF THE COURT MEETING AND GENERAL MEETING
On 24 June 2026, the board of directors of each of Ratio and Pharos announced that they had reached agreement on the terms of a recommended acquisition by Ratio of the entire issued and to be issued share capital of Pharos (the "Acquisition").
The scheme document in respect of the Acquisition (the "Scheme Document") was published and made available to Pharos Shareholders on 21 July 2026.
On 7 August 2026, the board of directors of each of Ratio and Pharos announced that they had agreed the terms of an increased recommended all-cash offer by Ratio for the entire issued and to be issued share capital of Pharos (the "Increased Ratio Offer") to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The Increased Ratio Offer followed the earlier announcement of a competing offer for Pharos by Serica Energy plc on 26 July 2026, which subsequently lapsed on 13 August 2026.
On 17 August 2026, Pharos announced that the Court Meeting and General Meeting to approve the Acquisition had been adjourned until 28 August 2026 to provide Pharos Shareholders with more time to make informed voting decisions in relation to the Increased Ratio Offer.
The Pharos Directors are pleased to announce that, at the Court Meeting and General Meeting held earlier today in connection with the Acquisition:
the requisite majority of Pharos Shareholders voted (in person or by proxy) to pass the Resolution at the General Meeting to implement the Scheme, including the amendment to Pharos' articles of association.
Full details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in Part 9 and Part 10 (respectively) of the Scheme Document.
Voting results at the Court Meeting
a majority in number of Scheme Shareholders present and voting (either in person or by proxy) voted in favour of the Scheme at the Court Meeting; and
they represent not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders.
| FOR | 42 | 77.78 | 312,728,121 | 98.45 | 75.12 |
| AGAINST | 12 | 22.22 | 4,908,627 | 1.55 | 1.18 |
| TOTAL*** | 54 | 100.00 | 317,636748 | 100.00 | 76.30 |
Notes: * Where a Scheme Shareholder cast some of their votes "for" and some of their votes "against" the resolution, such Scheme Shareholder has been counted as having voted both "for" and "against" the resolution for the purposes of determining the number and percentage of Scheme Shareholders who voted. ** All percentages have been rounded down to the nearest two decimal places.
Voting results at the General Meeting
The results of the poll at the General Meeting are set out in the table below. Each Pharos Shareholder present (in person or by proxy) was entitled to one vote per Pharos Share held at the Voting Record Time:
| Resolution | VOTES FOR | %* | VOTES AGAINST | %* | VOTES TOTAL | % of ISC VOTED | VOTES WITHHELD** |
|---|---|---|---|---|---|---|---|
| Approval of the implementation of the Scheme, including the amendment of Pharos' Articles | 320,475,890 | 98.46 | 5,026,894 | 1.54 | 325,502,784 | 78.19% | 27,411 |
Notes: * All percentages have been rounded down to the nearest two decimal places. ** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" the Resolution.
The total number of Pharos Shares in issue at the Voting Record Time was 416,320,478, none of which were held in treasury. Consequently, the total number of voting rights in Pharos at the Voting Record Time was 416,320,478.
Next steps and timetable
Completion of the Acquisition remains subject to the satisfaction (or, where applicable, waiver) of the remaining Conditions set out in the Scheme Document, including the remaining Regulatory Conditions and the sanction of the Scheme by the Court at the Sanction Hearing.
The indicative timetable of the key milestones outstanding under the Scheme remains as set out in the announcement made by Pharos on 13 August 2026 and a further announcement on timetable will be made in due course. Pharos expects that, subject to the satisfaction (or, where applicable, waiver) of the Conditions, the Scheme will become Effective in H1 2027.
A copy of the Resolution passed at the General Meeting is set out in the Scheme Document, which is available for inspection on the Pharos website at https://www.pharos.energy/investors/offer-by-ratio-petroleum/ and on Ratio's website at https://ratiopetroleum.com/offer/. The Resolution will be submitted to the National Storage Mechanism where it will be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Scheme process
In accordance with Section 5 of Appendix 7 to the Code, Pharos or Ratio (as applicable) will announce through a Regulatory Information Service key events in the Scheme process, including the outcomes of the Meetings and the date of the Sanction Hearing and that the Scheme has become Effective.
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