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Capricorn Energy PLC - Lister Square - Scheme Shareholders

EH3 8FY•Published 06/10/26
The Scotsman • 

What is happening?

CAPRICORN ENERGY PLC
Company Number: SC226712

NOTICE IS HEREBY GIVEN that a Petition (the “Petition”) was presented to the
Court of Session in Edinburgh (the “Court”) on 15 July 2026 by Capricorn Energy PLC
(the “Company”), a public limited company incorporated in Scotland with company
number SC226712 and with its registered office at Quartermile Two, 2 Lister Square,
Edinburgh, United Kingdom, EH3 9GL, for sanction of a Scheme of Arrangement
(the “Scheme”) pursuant to Part 26 of the Companies Act 2006 (the “Companies Act”)
between the Company and the class of its members who are together defined in the
Scheme as “Scheme Shareholders”.
At a meeting held under the authority of the Court on 18 August 2026 (the “Meeting”),
the Scheme Shareholders voted to approve the Scheme. At a general meeting held on the
same date, the Company passed related special resolutions. The terms of the special
resolutions are set out in the circular to the Company's shareholders dated 21 July 2026
and referred to below (the “Circular”).
Following the Meeting, and by order dated 30 September 2026, the Court: (i) ordered
that the Petition should be advertised once in each of the Edinburgh Gazette, The
Scotsman and The Financial Times (UK and international editions); and (ii) allowed all
persons claiming an interest in the Petition to lodge answers to the Petition, if so advised,
at the Court, Parliament House, Parliament Square, Edinburgh EH1 1RQ, within 14 days
after the publication of the last of those advertisements.
Subject to the satisfaction (or waiver) of the Conditions, the Court hearing to sanction
the Scheme is expected to be held during Q4 2026 at the Court, the address of which is
Parliament House, Parliament Square, Edinburgh EH1 1RQ. Notice of the date of the
Court hearing to sanction the Scheme will be given in due course by the Company issuing
an announcement through the Regulatory Information Service of the London Stock
Exchange plc, and such announcement will also be made available for Scheme
Shareholders on the Company's website at

https://www.capricornenergy.com/investors/.


Any changes to such date will be notified in the same way.
A copy of the Circular, incorporating the Scheme and the explanatory statement which
is required to be furnished pursuant to section 897 of the Companies Act, has been
published and is available for Scheme Shareholders on the Company's website at

https://www.capricornenergy.com/investors/.

The Circular was sent (or made available
on the Company’s website) in advance of the Meeting to, among others, the Scheme
Shareholders. Further copies of the Circular may be obtained by any Scheme Shareholder
by contacting the Company's registrar, Equiniti Limited (“Equiniti”) at Highdown House,
Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 6DA or between 8.30 a.m.
and 5.30 p.m. (London time) Monday to Friday (except UK public holidays) on
+44 (0) 330 123 0027. Calls outside the United Kingdom will be charged at the applicable
international rate. Unless the context requires otherwise, any capitalised term used but
not defined in this notice shall have the meaning given to such term in the Circular.
Any Scheme Shareholder, or other person who considers that they have an interest in the
Scheme (each an “Interested Party”) and who is concerned that the Scheme may
adversely affect them, is entitled to lodge written answers to the Petition and to be heard
by the Court. If an Interested Party wishes to raise concerns in relation to the Scheme
with the Court or appear at the Court hearing, they should seek independent legal advice
(at their own cost and expense) and lodge written answers to the Petition with the Court
at the above address within 14 days after the publication of the last of the advertisements
which are referred to above and pay the required fee. Written answers are a formal Court
document which must comply with the rules of the Court and are normally prepared by
Scottish legal counsel. The Court may consider written objections which are not in the
form of written answers and/or allow an Interested Party who has not lodged written
answers to appear at the Court hearing. Each Interested Party should note that, although
the practice of the Court is to consider informal objections made in person or in writing,
the decision to do so is entirely at the discretion of the Court, and that the Court may
require an Interested Party to lodge written answers in order to raise objections to the
Scheme and/or appear at the Court hearing.
Dated: 1 October 2026
Ashurst Perkins Coie UK LLP Shepherd and Wedderburn LLP
London Fruit & Wool Exchange 9 Haymarket Square
1 Duval Square, London E1 6PW Edinburgh EH3 8FY
English solicitors for the Company Scottish solicitors for the Company

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