Genel Energy PLC: RECOMMENDED CASH ACQUISITION of Capricorn Energy plc by Genel Energy No.9 Limited -2-

DJ Genel Energy PLC: RECOMMENDED CASH ACQUISITION of Capricorn Energy plc by Genel Energy No.9 Limited

Genel Energy PLC (GENL) 
Genel Energy PLC: RECOMMENDED CASH ACQUISITION of Capricorn Energy plc by Genel Energy No.9 Limited 
02-Jul-2026 / 07:00 GMT/BST 
 
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM CANADA, AUSTRALIA, JAPAN OR ANY 
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION 
 
FOR IMMEDIATE RELEASE 
 
2 July 2026 
 
RECOMMENDED CASH ACQUISITION 
 
of 
 
Capricorn Energy plc ("Capricorn") 
by 
 
Genel Energy No.9 Limited ("Bidco") 
(a company indirectly owned by Genel Energy plc ("Genel")) 
to be effected by means of a scheme of arrangement 
under Part 26 of the Companies Act 2006 
 
Summary 
 
   -- The boards of Genel, Bidco and Capricorn are pleased to announce that they have reached agreement on the 
  terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Capricorn 
  by Bidco (the "Acquisition"). The Acquisition is to be effected by means of a Scottish scheme of arrangement under 
  Part 26 of the Companies Act (the "Scheme"). 
   -- Under the terms of the Acquisition, each Capricorn Shareholder shall be entitled to receive, in 
  aggregate: 
USUSD4.74 in cash for each Capricorn Share held (the "Acquisition Value"). 
 
   -- The Acquisition Value comprises, for each Capricorn Share: 
   -- USUSD3.75 in cash (the "Acquisition Price"); and 
   -- a special dividend of USUSD0.99, which is intended and expected to be declared prior to the Effective Date 
  (the "Permitted Dividend"). 
   -- The Sterling equivalent value of the Acquisition Value, being 357 pence per Capricorn Share based on the 
  Announcement Exchange Rate, represents a premium of approximately: 
   -- 34 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 
   -- 48 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 Acquisition Value (assuming the Permitted Dividend is declared and paid in full) implies a value for 
  the entire issued and to be issued ordinary share capital of Capricorn of approximately USUSD360 million on a fully 
  diluted basis, which is equivalent to GBP271 million based on the Announcement Exchange Rate. 
   -- The Acquisition Price payable under the Acquisition is expressed in USUSD. The USUSD denominated Acquisition 
  Price reflects the underlying characteristics of Capricorn's business activities, which are largely denominated in 
  USUSD. 
   -- 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 cash consideration payable in connection with the 
  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 Acquisition Price in Sterling may 
  therefore be below or above 282 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 Acquisition Price in Sterling using the 
  Foreign Exchange Facility will be set out in the Scheme Document and the applicable Form(s) of Election. 
Permitted Dividend 
 
   -- As part of the Acquisition, the boards of Genel, Bidco and Capricorn have agreed to the declaration and 
  payment of the Permitted Dividend. The Permitted Dividend is intended and expected to be declared by the Capricorn 
  Board prior to the Effective Date, and will only be payable if the Scheme becomes Effective (or, if the Acquisition 
  is implemented by way of a Takeover Offer and continues to be recommended by the Capricorn Board, the Takeover 
  Offer becomes or is declared unconditional) to Capricorn Shareholders on the register of members at the Scheme 
  Record Time (or, if the Acquisition is implemented by way of a Takeover Offer and continues to be recommended by 
  the Capricorn Board, on the register of members on the date on which the Takeover Offer becomes or is declared 
  unconditional). 
   -- Capricorn Shareholders will note that the quantum of the Permitted Dividend represents an aggregate 
  payment to shareholders of approximately USD75 million. Although subject at the relevant time to compliance with 
  applicable statutory requirements, the Capricorn Board has concluded, based on analysis carried out prior to the 
  date of this announcement, that in all reasonable circumstances Capricorn will have available to it sufficient cash 
  resources to pay the Permitted Dividend in full. 
   -- However, Capricorn Shareholders should note that the ability of the Capricorn Board lawfully to declare 
  and pay the Permitted Dividend is subject to various factors outside their control and events may occur that result 
  in the Capricorn Board concluding that it is no longer able to declare and pay the Permitted Dividend in full. If 
  certain circumstances as set out in further detail in paragraph 13 of this announcement were to occur, the 
  Capricorn Directors would consider all options available to them, including whether it is in the best interests of 
  Capricorn Shareholders to continue to implement the Scheme, which may result in the Scheme not becoming Effective. 
  If, whether as a result of the Permitted Dividend not being paid in full or otherwise, the Acquisition does not 
  become Effective, the Permitted Dividend will not be paid. 
   -- Genel, Bidco and Capricorn have agreed that the Capricorn Board may declare and pay the Permitted 
  Dividend without any reduction to the Acquisition Price. If, on or after the date of this announcement and prior to 
  the Effective Date, any dividend, distribution, or other return of value or excess is declared, made, or paid or 
  becomes payable by Capricorn (other than, or in excess of the amount of, the Permitted Dividend), Bidco reserves 
  the right to reduce the 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 or excess. In such 
  circumstances, the Capricorn Shareholders shall be entitled to retain any such dividend, distribution, or other 
  return of value declared, made, or paid. 
   -- If declared, the Permitted Dividend will be paid to Capricorn Shareholders in Sterling, with the amount 
  paid to Capricorn Shareholders being the Sterling equivalent of USUSD0.99 per Capricorn Share based on the prevailing 
  exchange rate on the latest practicable date for fixing such rate prior to the relevant payment date. 
   -- If declared, the Permitted Dividend will be paid not more than 14 days after the Effective Date and in 
  the manner to be specified in the Scheme Document. Further details are set out in paragraph 13 of this 
  announcement. 
Timetable and conditions 
 
   -- It is intended that the Acquisition shall be effected by means of a Scottish Court-approved scheme of 
  arrangement between Capricorn and Capricorn Shareholders under Part 26 of the Companies Act although Bidco reserves 
  the right to implement the Acquisition by means of a Takeover Offer (subject to Panel consent and the terms of the 
  Co-operation Agreement). 
   -- The Acquisition is conditional on the approval of Capricorn Shareholders and subject to the further 
  Conditions and terms set out in Appendix I to this announcement (which shall be set out in full in the Scheme 
  Document). 
   -- The Acquisition shall be put to Capricorn Shareholders at the Court Meeting and at the General Meeting. 
  In order to become Effective, the Scheme must be approved by a majority in number of the Capricorn Shareholders 
  voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the 
  Capricorn Shares voted. In addition, a special resolution implementing the Scheme must be passed by Capricorn 
  Shareholders representing at least 75 per cent. of votes cast at the General Meeting. 
   -- The Scheme Document, containing further information about the Acquisition and notices of the Court 
  Meeting and the General Meeting, shall be published within 28 days of the date of this announcement. 
   -- Consistent with Genel's approach to constructive, collaborative and respectful stakeholder relationships, 
  Bidco and Genel (in co-operation with Capricorn) have already initiated discussions with the Egyptian Government to 
  emphasise Bidco and Genel's commitment to Egypt and to developing a good working relationship with the Egyptian 
  Government. In the context of the importance of developing a good working relationship with the Egyptian 
  Government, Genel and Bidco will be seeking the consent of EGPC to the Acquisition. Notwithstanding the positive 
  engagement with the Egyptian Government to date, Capricorn Shareholders' attention is specifically drawn to the 

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DJ Genel Energy PLC: RECOMMENDED CASH ACQUISITION of Capricorn Energy plc by Genel Energy No.9 Limited -2-

Egyptian Condition, its importance to Bidco and Genel and the rationale for its inclusion (as set out in more 
  detail in paragraph 15 below). 
   -- The Egyptian Condition has been included at Genel's request, for the reasons stated above and to take 
  account of the particular circumstances of the Acquisition following negotiation between Genel and Capricorn. 
 
   -- Capricorn Shareholders and Genel Shareholders should note that Genel intends to seek the Panel's consent 
  to invoke the Egyptian Condition in accordance with Rule 13.5(a) of the Takeover Code if the Egyptian Condition is 
  not satisfied or capable of being satisfied by the Long-stop Date. A decision by the Panel whether to permit Genel 
  to invoke a Condition would be judged by the Panel by reference to the facts at the time that the relevant 
  circumstances arise, including the views of the Capricorn Directors at the time. 
   -- It is expected that the Scheme will become Effective (subject to the satisfaction of the Conditions) 
  during the second half of 2026. 
Capricorn recommendation 
 
   -- The Capricorn Directors, who have been so advised by Canaccord Genuity as to the financial terms of the 
  Acquisition, consider the terms of the Acquisition 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, as the 
  Capricorn Director who holds Capricorn Shares has irrevocably undertaken to do in respect of his own beneficial 
  holdings of 4,395 Capricorn Shares representing, in aggregate, approximately 0.006 per cent. of the share capital 
  of Capricorn in issue on 1 July 2026 (being the latest practicable date prior to this announcement). 
   -- Bidco has also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and 
  the resolutions to be proposed at the General Meeting from Palliser Capital (UK) Ltd, Newtyn Management, LLC, Kite 
  Lake Capital Management (UK) LLP, and Madison Avenue Partners, LP in respect of a total of 27,749,043 Capricorn 
  Shares representing, in aggregate, approximately 39.3% of Capricorn's issued share capital. 
   -- Bidco has therefore received irrevocable undertakings in respect of a total of 27,753,438 Capricorn 
  Shares representing, in aggregate, approximately 39.3% of Capricorn's share capital in issue on 1 July 2026 (being 
  the latest practicable date prior to this announcement). 
Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are 
set out in Appendix III to this announcement. 
 
Background to and reasons for the Acquisition 
 
   -- Genel's strategy is to build a business with resilient diversified cash flows that deliver sustainable 
  value to shareholders. The Genel Board and Genel management are resolute in their belief that this can best be 
  achieved through strategic acquisitions which add substantial high-quality producing assets to its existing 
  portfolio. 
   -- Genel's existing production base consists of its 25% non-operated working interest in the Tawke PSC, 
  located in the Kurdistan Region of Iraq, which generates significant free cash flow from production averaging 
  17,520 bopd for the full year of 2025 (20,000 bopd exit rate in December 2025) and industry leading operating costs 
  of around USD4/bbl. It is comprised of two very high-quality fields, Tawke and Peshkabir, which in combination 
  represent a world class licence. 
   -- Genel has been seeking to acquire new production assets in preferred geographies that it has identified 
  to build-out a significant and diverse strategic footprint. 
   -- Egypt was identified as one of Genel's focus countries to expand its footprint and Genel has tracked and 
  evaluated numerous opportunities in the country. 
   -- After conducting a detailed review of Capricorn's assets and operations, the Genel Board and Genel 
  management have determined that an acquisition of the Egyptian Western Desert portfolio represents an attractive 
  strategic pillar to its business. The combined business is a larger, more diversified MENA-focused exploration & 
  production company with a strong, resilient production base from a number of significant oil and gas fields. The 
  cash generation from the baseline production business is significant, with an expectation that 2P reserves will be 
  replaced and increased from the extensive portfolio of further resource opportunities. 
   -- More specifically, key benefits include: 
   - Scale and diversification: 
     - The Acquisition will create an independent energy company of scale in the MENA region with a 
      strong, low leverage balance sheet, significant production, reserves and resource upside. 
     - The Enlarged Group will hold a geographically diversified production base, with pro-forma 2P 
      reserves of 117 mmboe and production of 41,003 bopd (combined December 2025 exit rate) (split evenly 
      between Kurdistan and Egypt). 
     - The addition of the Egyptian portfolio to Genel's existing Kurdistan production adds material 
      production of both oil and gas in a new country, with a well-established regulatory regime, stable 
      contracts and attractive fiscal terms. This represents a significant step towards its targeted 
      diversification of resilient, sustainable cash generation. 
 
   - Reserves and Resources growth: 
     - The resources and potential resources of the Enlarged Group offers significant opportunity for 
      reserves replacement and growth in Egypt and Kurdistan, as well as the build-out of a further production 
      hub in Oman and/or Somaliland. 
     - The Enlarged Group will have the financial capability and appetite to allocate capital to 
      derisking the potential asset base in an efficient and timely manner in order to maximise value delivery to 
      its shareholders. 
     - The Enlarged Group is well positioned to pursue further value-accretive M&A within Egypt and the 
      MENA region more generally. 
 
   - Complementary technical capabilities: 
     - Genel has extensive experience across its operated and non-operated assets in MENA and Africa 
      throughout its 20+ year history in the region, as well as experience from senior staff in other 
      jurisdictions. Its team has experience in delivering complex projects on time and on budget, with key 
      features being pace of development and maximisation of capital efficiency. 
     - It has developed a deep understanding of the technical, commercial and stakeholder dynamics that 
      characterise operating in government-partnered upstream environments. Genel's experienced technical and 
      operational teams are well placed to work constructively with Capricorn's partner Cheiron, and with EGPC 
      and BAPETCo, to support the continued development and optimisation of the Egyptian portfolio. 
     - The Enlarged Group will benefit from the skill sets of both management teams, with Genel's track 
      record of reservoir management, production optimisation and non-operated asset stewardship providing a 
      complementary platform to Capricorn's existing technical engagement with its Egyptian partners. 
     - Together, the Enlarged Group will be better positioned to accelerate development activity across 
      all Egyptian concessions, working with EGPC to develop the appropriate subsurface and operational activity 
      set to commercialise both the currently estimated remaining 2P reserves and the significant contingent 
      resource base that remains to be converted into 2P reserves. 
 
 
Information on Genel and Bidco 
 
Bidco 
 
Bidco is a limited company registered in England and Wales and incorporated on 19 May 2026. Bidco is a wholly owned 
indirect subsidiary of Genel. Bidco was formed for the purposes of the Acquisition and has not traded since its date of 
incorporation, nor has it entered into any obligations other than in connection with the Acquisition. Further details 
in relation to Bidco will be contained in the Scheme Document. 
 
Genel 
 
Genel is a socially responsible oil producer, with a portfolio of production and exploration assets, including 
production assets in the Kurdistan Region of Iraq and exploration licences in Oman and Somaliland. 
 
Genel's strategy comprises three objectives designed to build a business with resilient and diversified cash flows that 
deliver sustainable value to shareholders, and with the aim of restarting the payment of a regular dividend: (i) a 
strong balance sheet, (ii) diversified and resilient cash generation, and (iii) investment in new cash flows. 
 
The Genel business is a resilient, cash-generative platform with significant unvalued potential. For the financial year 
ended 31 December 2025, Genel generated 17,520 bopd in working interest production, with an EBITDAX of USUSD43 million 
(2024: USUSD1 million). 
 
Genel Shares are listed on the Official List and admitted to trading on the Main Market of the London Stock Exchange. 
 
Information on Capricorn 
 
Capricorn, a Scottish public limited company, headquartered in Edinburgh, is an independent energy company which has 
been listed on the Main Market of the London Stock Exchange for more than 30 years. 
 
Currently, Capricorn's core operations are in Egypt's Western Desert, where it holds a portfolio of onshore development 

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