PHAROS ENERGY PLC — Proxy Solicitation & Information Statement 2014

Aug 28, 2014

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General Meeting
10.00 a.m. on Monday 22 September 2014 at the offices of Jefferies International, Vintners Place, 68 Upper Thames Street, London, EC4V 3BJ.
This card also serves as an Attendance Card for shareholders attending the General Meeting and accordingly should be presented at the shareholder registration desk on arrival.

You may register the appointment of a proxy by:
(a) logging onto www.sharevote.co.uk and using the reference numbers shown on the Form of Proxy, or by
(b) completing the Form of Proxy and depositing it with the registrars.
Please read the Notice of Meeting available on www.socointernational.com and the Notes overleaf before using or completing the Form of Proxy.

SOCO INTERNATIONAL PLC (the "Company")
+ General Meeting
10.00 a.m. on Monday 22 September 2014
FORM OF PROXY

VOTING ID
TASK ID
SHAREHOLDER REFERENCE NUMBER

Please read the notes and instructions below and overleaf before completing this form. All references in this form are to London times.

I/We being (a) member(s) of the Company appoint the Chairman of the meeting or

to act as my/our proxy to vote for me/us on my/our behalf at the General Meeting of the Company to be held at 10.00 a.m. on 22 September 2014 at the offices of Jefferies International, Vintners Place, 68 Upper Thames Street, London, EC4V 3BJ and at any adjournment thereof.

I/We direct my/our proxy to vote on the following resolution as I/we have indicated by marking the appropriate box with an 'X'. If no indication is given, my/our proxy will vote or abstain from voting at his or her discretion. I/We authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is properly put before the meeting.

☐ Please tick here if this proxy is one of multiple appointments being made. For the appointment of more than one proxy, please see note 6.

Resolution	FOR	AGAINST	VOTE WITHHELD (note 1)
To amend the articles of association of the Company and to approve the B/C Share Scheme	☐	☐	☐
Signature	Date
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Freepost RTH3-CLLL-KBKU
Equiniti
Aspect House
Spencer Road
LANCING
BN99 8LU

Notes:

1. The "Vote Withheld" option is provided to enable you to abstain on the resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" a resolution.

2. To be effective this Form of Proxy must be deposited with the Company's Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom not later than 10.00 a.m. on 20 September 2014. The completion and return of a Form of Proxy will not, however, preclude shareholders from attending and voting in person at the Meeting or at any adjournment thereof should they wish to do so. For further detail on how to submit your proxy, please refer to notes 1, 2, 7 and 8 to the Notice of Meeting.

3. The reply-paid postcard provided is for use in the UK only. If you do not use the reply-paid postcard for mailing, or the dispatch is from outside the UK, this Form of Proxy should be sent to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom. Postage will be payable.

4. Alternatively, Electronic Proxy Appointment ("EPA") is available for this Meeting. To use this facility you must visit www.sharevote.co.uk where details of the procedure are shown. The Voting ID, Task ID and Shareholder Reference Number shown on the Form of Proxy will be required to complete the procedure. EPA will not be valid if received after 10.00 a.m. on 20 September 2014 and will not be accepted if found to contain a computer virus.

5. If the proxy is being appointed in relation to less than your full voting entitlement, please enter next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

6. You can appoint the Chairman of the Meeting or anyone else to be your proxy at the General Meeting. You can also, if you wish, appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. A proxy need not be a member of the Company.

7. To appoint the Chairman as your sole proxy in respect of all of your shares, fill in any voting instructions and sign and date the Form of Proxy – leave all other proxy appointment details blank.

8. To appoint a single proxy other than the Chairman in respect of all of your shares, delete the words "the Chairman of the Meeting" and insert the name of your proxy in the space provided. Please initial the amendment.

9. To appoint more than one proxy, you should photocopy the Form of Proxy. You must complete a separate Form of Proxy for each proxy. Please indicate, next to the proxy holder's name, the number of shares in relation to which you authorise them to act as your proxy. Please also indicate, by marking the box on the Form of Proxy, if the proxy instruction is one of multiple instructions being given. All forms of proxy must be signed and should be returned to Equiniti in the same envelope.

10. To direct your proxy how to vote on the resolution mark the appropriate box with an "X". If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

11. Where the Member is a corporation, this form must be executed in accordance with applicable law, either under seal, or signed by an officer, attorney or other person duly authorised by the corporation.

12. Any power of attorney or any other authority under which this Form of Proxy is signed (or a duly certified copy of such power or authority) must be included with the Form of Proxy.

13. In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand on the register.

14. CREST members wishing to appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system must ensure that, in order for such CREST Proxy Instruction to be effective, it is received by the Company's agent, Equiniti (ID number RA19), no later than 10.00 a.m. on 20 September 2014 or no later than 48 hours before any adjournment of the meeting, together with any power of attorney or other authority under which it is sent. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which Equiniti is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. For further information relating to the CREST proxy system, please refer to the CREST manual and the notes to the Notice of Meeting.