PHAROS ENERGY PLC — Proxy Solicitation & Information Statement 2018

Dec 5, 2018

SOCO International plc
FORM OF PROXY

Voting ID
Task ID
Shareholder Reference Number

I/We being (a) member(s) of the above named company hereby 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 21 December 2018 at Clifford Chance, 10 Upper Bank Street, London E14 5JJ and at any adjournment thereof.

I/We request such proxy to vote on the following resolutions as indicated below:

Please indicate with an 'X' in the appropriate space how you wish your vote to be cast. In the absence of any instructions, the proxy will be deemed to have authority to vote or abstain as he/she thinks fit on any business arising at the meeting (including any motion to amend a resolution or adjourn 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 overleaf.

RESOLUTIONS (ordinary)

1. To approve the proposed acquisition by the Company of Merlon Petroleum El Fayum Company (the "Acquisition") substantially on the terms and subject to the conditions set out in the circular to shareholders of the Company dated 5 December 2018 (the "Circular") and to authorise the directors of the Company (the "Directors") (or any duly constituted committee thereof) as more particularly set out in the Notice of General Meeting contained in the Circular.

2. Subject to and conditional upon the resolution 1 above being passed without prejudice to all existing authorities conferred on the Directors, to authorise the Directors to exercise all powers of the Company to allot SOCO Shares (as defined in the Circular) in connection with the Acquisition up to an aggregate nominal amount of £3,278,052.05 as more particularly set out in the Notice of General Meeting contained in the Circular.

For	Against	Vote Withheld (Note 1)
☐	☐	☐
☐	☐	☐

NOTIFICATION OF AVAILABILITY

Dear Shareholder

This is a notification to inform you that the Shareholder Circular of the Company relating to the proposed acquisition of Merlon Petroleum El Fayum Company, which includes a Notice of General Meeting, is now available on the Company's website and can be accessed via www.socointernational.com.

Should you prefer to receive this notification via email in future, you may register with the Company's registrar, Equiniti, at www.shareview.co.uk and follow the online instructions.

Yours sincerely
Tony Hunter
Company Secretary

SIGNATURE ____ DATED ______ 2018

• +

GENERAL MEETING

The General Meeting of SOCO International plc will take place at 10.00 a.m. on 21 December 2018 at Clifford Chance, 10 Upper Bank Street, London, E14 5JJ

ATTENDANCE CARD

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.

Detach here and return Form of Proxy in supplied envelope

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 registrar.

Please read the Circular and Notice of General Meeting available on www.socointernational.com and the Notes overleaf before using or completing the Form of Proxy.

Registered office: 48 Dover Street, London W1S 4FF, United Kingdom
Company number: 3300821

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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 (together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority) must be deposited with the Company's Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom not later than 10.00 a.m. on 19 December 2018. The Form of Proxy must be signed and dated by the member or his/her duly appointed attorney duly authorised in writing. 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 2, 3 and 4 to the Notice of General meeting.

3. 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 19 December 2018 and will not be accepted if found to contain a computer virus.

4. A response envelope for the return of this Form of Proxy is enclosed. Shareholders mailing the Form of Proxy from outside the United Kingdom will need to attach appropriate postage to the response envelope in order to ensure that their votes are received in time.

5. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A proxy need not be a member of the Company. 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 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.

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, otherwise your proxy will be invalid.

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 initial the amendment, otherwise your proxy will be invalid. 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. Where the member is a corporation, this form must be executed either under seal, or under hand by an officer, attorney or other person duly authorised by the corporation.

11. In the case of joint holders, the vote of the senior 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 in the register.

12. 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 19 December 2018 or no later than 48 hours (excluding non-working days) 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 by enquiring to CREST in the manner prescribed by CREST. 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 General Meeting.