Pharos Energy Shareholders to Vote on 28p Per Share Cash Takeover by Ratio Petroleum on August 17, 2026

Scheme Document Issued and Shareholder Meeting Details

On 21 July 2026, Pharos Energy published the scheme document related to the recommended acquisition by Ratio Petroleum Energy LP. This document, along with proxy forms, has been sent to all Pharos shareholders and those with information rights. It includes full terms and conditions of the scheme, an explanatory statement under section 897 of the Companies Act 2006, a timetable of key events, and notices for the Court Meeting and General Meeting.

The scheme document is freely accessible on Pharos Energy's investor website at https://www.pharos.energy/investors/offer and on Ratio Petroleum's site at https://ratiopetroleum.com/offer-disclaimer/ from no later than 12 noon on the business day after publication. It has also been filed with the Financial Conduct Authority's National Storage Mechanism for public inspection. Shareholders who have not received hard copies may request them by contacting Pharos’ registrar, Equiniti, at Highdown House, Yeoman Way, Worthing, West Sussex, BN99 6DA, UK, or by calling +44 (0)371 384 2050 during business hours Monday to Friday (8:30 a.m. to 5:30 p.m., excluding UK public holidays).

Voting Process and Approval Criteria

The acquisition requires shareholder approval through a two-step voting process. First, at the Court Meeting, a majority in number representing at least 75% in value of votes cast by Scheme Shareholders present or by proxy must approve the scheme, as mandated by Part 26 of the Companies Act 2006. Second, the General Meeting must pass the relevant resolution by the required majority. Both meetings will be held on 17 August 2026 at Ashurst Perkins Coie UK LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW, with the Court Meeting starting at 2:00 p.m. and the General Meeting at 2:15 p.m.

Maximizing shareholder participation, especially at the Court Meeting, is crucial to demonstrate a fair representation of shareholder opinion to the Court. Shareholders are urged to promptly complete and return their proxy forms or appoint proxies electronically. Proxy forms must be received by 2:00 p.m. (Court Meeting) and 2:15 p.m. (General Meeting) on 13 August 2026. Shareholders are encouraged to appoint the meeting Chair as their proxy. Any changes to meeting arrangements will be communicated via Regulatory Information Service announcements.

Acquisition Price and Transaction Structure

Ratio Petroleum Energy LP’s offer values Pharos Energy shares at 28 pence each in an all-cash transaction. This offer price was agreed after board-level negotiations and announced on 24 June 2026. Rothschild & Co, acting as financial adviser to Pharos, has advised the board that the terms are fair and reasonable considering commercial factors.

The acquisition will be effected through a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, requiring High Court approval to protect minority shareholders. Upon completion, Pharos shares will be delisted from the London Stock Exchange’s Main Market and removed from the Financial Conduct Authority’s Official List. The final trading day for Pharos shares is expected to be the business day before the scheme’s effective date.

Regulatory Approvals in Egypt and Vietnam

The scheme is conditional on regulatory approvals in Egypt and Vietnam, where Pharos holds upstream oil and gas assets. Obtaining these approvals is essential for transaction completion. Specific details or timelines for these regulatory conditions are not disclosed. The scheme’s long-stop date is 9 June 2027, by which time the acquisition must complete or may be terminated unless extended by mutual agreement.

Assuming shareholder approval in August 2026, the Court Sanction Hearing will be scheduled promptly thereafter. The scheme is expected to become effective during H1 2027, though regulatory delays in emerging markets could extend completion toward the long-stop date. Material updates on regulatory progress will be announced via Regulatory Information Service.

Board’s Unanimous Recommendation

The Pharos board unanimously recommends shareholders vote in favor of the scheme and the General Meeting resolution. This consensus highlights full board support for the transaction. Rothschild & Co provided independent financial advice under Rule 3 of the City Code on Takeovers and Mergers. The board’s recommendation reflects their commercial and strategic evaluation, though detailed commercial rationale is not disclosed.

This unanimous endorsement signals to shareholders that the transaction is a favorable outcome amid Pharos’s circumstances as a public company. It also reduces the risk of conflicting board views complicating shareholder approval. Shareholders are advised to thoroughly review the scheme document before voting.

Timeline for Completion and Delisting

The scheme timeline spans late 2026 to early 2027. Following the 21 July 2026 publication, proxy forms are due by 13 August 2026, with shareholder meetings on 17 August 2026. If approvals are secured, the Court Sanction Hearing will occur as soon as practicable before the 9 June 2027 long-stop date. Completion is anticipated in H1 2027 but remains subject to regulatory and other conditions.

On scheme effectiveness, Pharos shares will cease trading on the London Stock Exchange the preceding business day. CREST accounts will be disabled at 6:00 p.m. the day before effectiveness, with listing suspension by 7:30 a.m. two business days after. Cancellation of listing is expected three business days post-effectiveness. Cash payments to shareholders will be made within 14 days, with cheques dispatched and CREST accounts credited accordingly. Post-completion, Pharos will convert to a private limited company. Any changes to these dates will be announced via Regulatory Information Service and company websites.

Impact on Share Plan Participants

Pharos Share Plan participants will receive separate communications detailing the scheme’s effects on their rights, including relevant dates. The scheme document outlines treatment of unvested awards, options, or restricted shares, which may involve acceleration, vesting, or cash-out provisions. This communication ensures clarity for employees holding equity interests during the transaction period.

Restrictions for Overseas Shareholders

The announcement highlights legal restrictions on distributing scheme documents and voting rights for shareholders outside the UK. Non-UK residents must comply with local laws before voting or acting on the scheme. The ability of overseas shareholders to vote or appoint proxies may be limited by jurisdictional regulations. The scheme document provides further details. The companies disclaim liability for any breaches of such restrictions and state the acquisition will not be available in jurisdictions where prohibited by law.

Financial Advisers and Regulatory Disclaimers

Rothschild & Co serves as financial and Rule 3 adviser to Pharos Energy, authorized and regulated by the UK Financial Conduct Authority (FCA), acting exclusively for Pharos. Shore Capital advises Ratio Petroleum Energy LP and is also FCA authorized. Both advisers disclaim responsibility to parties other than their clients regarding the acquisition or announcement. These standard disclaimers reflect their exclusive duties to their respective clients. The announcement is for informational purposes only and does not constitute an offer or invitation to buy or sell securities.

Shareholder Support Contacts

Equiniti is appointed as registrar to assist shareholders with scheme queries, meetings, or proxy submissions. Contact details: Highdown House, Yeoman Way, Worthing, West Sussex, BN99 6DA, UK; telephone +44 (0)371 384 2050 (8:30 a.m. to 5:30 p.m. Monday to Friday, excluding UK public holidays). Calls are charged at standard rates and may be recorded.

Equiniti cannot provide financial, legal, or tax advice; shareholders should consult their own advisers. For Pharos press and investor relations, contact CEO Katherine Roe or CFO Sue Rivett at +44 (0)20 7747 2000. PR adviser Camarco can be reached at [email protected] or +44 (0)20 3757 4980. Ratio Petroleum enquiries should be directed via Shore Capital at +44 (0)20 7408 4090. Shareholders are encouraged to seek assistance before the 13 August 2026 proxy deadlines.