PHAROS ENERGY PLC

AGM Information • May 22, 2025

National Storage Mechanism | Additional information

RNS Number : 8536J

Pharos Energy PLC

22 May 2025

Pharos Energy plc

("Pharos" or the "Company" or, together with its subsidiaries, the "Group")

RESULTS OF ANNUAL GENERAL MEETING

The Company announces that at its Annual General Meeting held at the offices of Peel Hunt LLP, 100 Liverpool Street, London, EC2M 2AT today, all resolutions put before the meeting were duly passed except resolutions 13, 14 and 16, which were each special resolutions requiring a majority of at least 75% of the votes cast at the meeting.

In accordance with UKLR 6.4.2R, copies of resolutions passed concerning items other than ordinary business are being submitted to the National Storage Mechanism and will shortly be available for inspection at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.

On the date of the meeting, Pharos' issued share capital consisted of 424,746,203 ordinary shares of £0.05 each with voting rights; 9,122,268 shares were in Treasury and therefore, the total number of voting rights was 415,623,935. Of this number, a total of 212,320,460 shares were voted at the meeting, representing 51.08% of the voting rights in the Company.

Voting was conducted on a poll, the results of which are shown in the table below and will shortly be available on the Company's website, www.pharos.energy .

Resolution	Votes in Favour (Including Discretionary)	%	Votes Against	%	Total Votes (excluding votes withheld)	Votes Withheld
1.   To receive the Annual Report and Accounts for the financial year ended 31 December 2024.	195,812,152	100.00%	0	0.00%	195,812,152	16,512,308
2.   To declare a final dividend of 0.847 pence per share.	212,314,486	100.00%	1,540	0.00%	212,316,026	8,434
3.   To approve the Directors' Remuneration Report included in the Annual Report and Accounts for the financial year ended 31 December 2024.	126,339,902	59.51%	85,976,095	40.49%	212,315,997	8,463
4.   To reappoint John Martin, who is Chair of the Nominations and ESG Committees, as a Director	124,378,739	58.58%	87,939,444	41.42%	212,318,183	6,277
5.   To reappoint Sue Rivett, who is a member of the ESG and Reserves Committees, as a Director.	128,647,221	60.59%	83,670,962	39.41%	212,318,183	6,277
6.   To reappoint Geoffrey Green, who is Chair of the Remuneration Committee and a member of the Audit and Risk, ESG and Nominations Committees, as a Director.	124,433,765	58.61%	87,884,418	41.39%	212,318,183	6,277
7.   To reappoint Dr Bill Higgs, who is Chair of the Reserves Committee and a member of the ESG Committee, as a Director.	128,650,071	60.59%	83,668,112	39.41%	212,318,183	6,277
8.   To reappoint Lisa Mitchell, who is Chair of the Audit and Risk Committee and a member of the ESG,  Nominations and Remuneration Committees, as a Director.	125,895,989	59.30%	86,422,194	40.70%	212,318,183	6,277
9.   To reappoint Katherine Roe, who is a member of the ESG Committee, as a Director.	212,221,064	99.95%	97,119	0.05%	212,318,183	6,277
10. To reappoint Ernst & Young LLP as Auditors to hold office until the conclusion of the next Annual General Meeting at which accounts are laid before the Company.	211,611,085	99.67%	707,098	0.33%	212,318,183	6,277
11. To authorise the Audit and Risk Committee, for and on behalf of the Directors, to agree the Auditors' remuneration.	211,481,999	99.61%	829,586	0.39%	212,311,585	4,875
12. To authorise the Directors to allot securities (s.551 of the Companies Act 2006).	128,174,266	60.37%	84,146,194	39.63%	212,320,460	4,000
13. To disapply pre-emption rights (s.570 and s.573 of the Companies Act 2006)	124,973,513	58.86%	87,346,947	41.14%	212,320,460	4,000
14. To disapply pre-emption rights (s.570 and s.573 of the Companies Act 2006) for acquisitions or specified capital investments.	125,077,513	58.91%	87,242,947	41.09%	212,320,460	4,000
15. To authorise the Company to repurchase its own Shares (s.701 of the Companies Act 2006).	212,297,792	99.99%	22,668	0.01%	212,320,460	4,000
16. To authorise the Directors to call general meetings of the Company (other than an annual general meeting) on not less than 14 clear days' notice.	128,424,279	60.49%	83,896,181	39.51%	212,320,460	4,000

The Board thanks all investors for their support through participation in the AGM votes and is pleased that resolutions 1-2, 9-11 and 15, were approved by shareholders representing over 99% of the share capital voted.

In the context of resolutions 13, 14 and 16 not having been passed by the requisite majority, and approval of resolutions 3-8 and 12, the Company is disappointed and notes the votes of 58.58% to 60.59% against these resolutions. The Board regularly consults with shareholders on their views and will continue to do so, including its active engagement with the single shareholder accounting for the substantial majority of the votes against the resolutions at this meeting. In accordance with provision 4 of the Corporate Governance Code, the Company will publish an update on views received from shareholders, and actions taken, within six months of the AGM. It will also publish a final summary together with any further steps in the next annual report.

For further information, please contact:

Pharos Energy plc                                                                                                                                   Tel: 0207 603 1515

Tony Hunter, Company Secretary

Camarco                                                                                                                                                 Tel: 020 3757 4980

Billy Clegg | Georgia Edmonds |Violet Wilson |Tamsin Howard

Notes to editors

Pharos Energy plc is an independent energy company focused on delivering sustainable growth and returns to stakeholders, with a portfolio of stable production, development and exploration assets in Vietnam and Egypt. Led by an experienced team, Pharos is a cash generative business with a robust balance sheet and an established platform to deliver both organic growth and inorganic opportunities.  

Pharos is listed on the Main Market of the London Stock Exchange. For further information please visit www.pharos.energy.

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