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PHAROS ENERGY PLC Proxy Solicitation & Information Statement 2019

Sep 27, 2019

4764_rns_2019-09-27_0168df72-4e3a-45e6-bd4b-308f4558adb4.pdf

Proxy Solicitation & Information Statement

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank, solicitor, accountant, fund manager or other appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent professional adviser in the relevant jurisdiction.

If you sell, have sold or otherwise transferred all of your SOCO Shares you should send this document and the accompanying documents, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or the transferee. However, the distribution of this document, any accompanying documents and/or the Form of Proxy into certain jurisdictions other than the United Kingdom may be restricted by law. Therefore, persons into whose possession this document and any accompanying documents come should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. If you have sold only part of your holding of SOCO Shares you should retain these documents.

SOCO INTERNATIONAL PLC

(Incorporated and registered in England and Wales with company number 03300821)

PROPOSED CHANGE OF NAME TO

PHAROS ENERGY PLC

Chair's Letter to Shareholders and Notice of General Meeting

This document should be read in its entirety. In particular, your attention is drawn to the letter from the Chair of SOCO International plc ("SOCO" or the "Company") set out on pages 4 to 6 of this document and containing, amongst other things, the unanimous recommendation of the Directors that you vote in favour of the Resolution to be proposed at the General Meeting.

Notice of the General Meeting to be held at the offices of Shepherd and Wedderburn LLP, Condor House, 10 St. Paul's Churchyard, London EC4M 8AL at 10.00 a.m. on 16 October 2019 is set out at the end of this document. A Form of Proxy for use in connection with the General Meeting is enclosed with this document. Whether or not you intend to be present at the General Meeting, you are requested to complete and sign the Form of Proxy in accordance with the instructions printed on it so as to be received by SOCO's registrar, Equiniti Limited, at Aspect House, Spencer Road, Lancing, BN99 6DA, as soon as possible, and in any event, no later than 10.00 a.m. on 14 October 2019 (or, in the case of an adjournment, not later than 48 hours (excluding non-working days) before the time fixed for the holding of the adjourned meeting). If you hold SOCO Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to SOCO's registrar, Equiniti Limited, (CREST participant ID RA19). Alternatively, you may give proxy instructions by logging on to www.sharevote.co.uk and following the instructions. Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received by not later than 10.00 a.m. on 14 October 2019 (or, in the case of an adjournment, not later than 48 hours (excluding non-working days) before the time fixed for the holding of the adjourned meeting). The completion and return of a Form of Proxy (or the electronic appointment of a proxy) will not preclude you from attending and voting in person at the General Meeting or any adjournment thereof, if you wish to do so and are so entitled.

The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by SOCO to obtain any approval, authorisation or exemption to permit the possession or distribution of this document in any jurisdiction, other than in the United Kingdom. Overseas Shareholders may be affected by the laws of other jurisdictions in relation to the distribution of this document.

Dated: 27 September 2019


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CONTENTS

Page
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 3
Part I: LETTER FROM THE CHAIR 4
Part II: FURTHER INFORMATION ON THE PROPOSED NEW NAME 7
Part III: DEFINITIONS 10
NOTICE OF GENERAL MEETING 12

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The dates and times given in the table below are indicative only and are based on SOCO's current expectations and may be subject to change. If any of the times and/or dates above change, the revised times and/or dates will be notified to Shareholders through a Regulatory Information Service.

References to a time of day are to London time.

Event Time and/or Date
Publication of this document with notice of General Meeting 27 September 2019
Latest time for lodging Forms of Proxy 10.00 a.m. on 14 October 2019^{(1)}
General Meeting 10.00 a.m. on 16 October 2019
Filing of notice and copy resolution with Registrar of Companies^{(2)} 16 October 2019
Issue of certificate of incorporation on change of name^{(2)(3)} By 5.00 p.m. on 16 October 2019
Company's shares commence trading under new name and PHAR ticker symbol 8.00 a.m. on 17 October 2019

NOTES:

(1) Forms of Proxy for the General Meeting must be lodged no later than 10.00 a.m. on 14 October 2019 in order to be valid, or, if the General Meeting is adjourned, not later than 48 hours (excluding non-working days) before the time appointed for holding the adjourned meeting.

(2) Assumes the Resolution is passed at the General Meeting and that the Registrar of Companies is satisfied with the matters set out in subsection (2) of section 80 of the Companies Act 2006.

(3) Name change becomes effective on issue of the certificate of incorporation on change of name.


PART I:

LETTER FROM THE CHAIR

SOCO INTERNATIONAL PLC

(Incorporated and registered in England and Wales with registered number 03300821)

Directors:
Rui de Sousa (Non-Executive Chair)
Ed Story (President and Chief Executive Officer)
Dr. Mike Watts (Managing Director)
Jann Brown (Managing Director and Chief Financial Officer)
Rob Gray (Deputy Chair and Senior Independent Non-Executive Director)
John Martin (Independent Non-Executive Director)
Marianne Daryabegui (Independent Non-Executive Director)
Ettore Contini (Non-Executive Director)

Registered Office:
48 Dover Street
London W1S 4FF
United Kingdom

27 September 2019

Dear Shareholder

PROPOSED CHANGE OF NAME TO PHAROS ENERGY PLC

1. Introduction

As announced in SOCO's interim results for the six month period ended on 30 June 2019 published on 11 September 2019, SOCO is proposing to change its registered name to "Pharos Energy plc". The proposed change of name is intended to reflect the recent growth, strategy and Asia MENA focus of the Group and, in particular, the acquisition of Merlon earlier this year.

The proposed change of name, in order to take effect, requires Shareholders to pass a special resolution at a general meeting of the Company. Accordingly, the General Meeting has been convened for 10.00 a.m. on 16 October 2019 at the offices of the Company's solicitors, Shepherd and Wedderburn LLP, Condor House, 10 St. Paul's Churchyard, London EC4M 8AL. The notice convening the General Meeting is set out at the end of this document and an explanation of the Resolution to be proposed at the meeting is set out in paragraph 3 (General Meeting and procedure for the change of name) below.

I am writing to give you further details of the proposed name change, including the background to and reasons for the proposal, to explain why the Board considers the proposed name change to be in the best interests of SOCO and the Shareholders as a whole and to recommend that you vote in favour of the Resolution.

2. Background to and reasons for the proposed name change

SOCO, under the proposed new name Pharos Energy plc, intends to position itself as an independent oil and gas company focussed on sustainable long-term growth and shareholder returns, with a regional focus on Asia and MENA. SOCO completed the acquisition of Merlon on 2 April 2019 and, since completion, has been executing the detailed plan to integrate the Merlon business with the existing business. As part of that process, and to reflect that the "Merlon" name remains in active use by Merlon International, the previous owner of Merlon, the registered name of Merlon has been changed to "Pharos El Fayum". The change of name has also been notified to the Egyptian Commercial Registry in respect of Merlon's branch registration in Egypt.

The name "Pharos Energy plc" and, more specifically, "Pharos", was chosen primarily for its association with the Lighthouse of Alexandria. The Lighthouse, also known as the Pharos of Alexandria, is one of the traditional Seven Wonders of the Ancient World and was located across a narrow body of water from the city of Alexandria, now within modern-day Egypt.


In more general application, "Pharos" became the word and model for all lighthouses across the Mediterranean world, so providing beacons of light for warning and safe haven in late antiquity.

The proposed adoption of the name "Pharos" is intended to reflect both of these historical connotations. It represents the Group's expansion into the MENA region through the Merlon transaction and, in addition, the development and evolution of the corporate values of the Group, including the continued commitment to sustainability, environmental awareness, openness and the highest operational and safety standards.

The Board intends to maintain the Group's lean and efficient operating structure, designed to identify and realise value for all stakeholders, whilst also recognising its corporate and social responsibility as a global business.

Further information on the new name, and the corporate values and strategy it represents, is contained in Part II of this document (Further information on the proposed new name).

3. General Meeting and procedure for the change of name

Under the 2006 Act the change of the Company's registered name, in order to be effective, requires the passing of a special resolution by Shareholders in general meeting. Accordingly there is set out at the end of this document a notice convening a general meeting of the Company to be held at the offices of the Company's solicitors, Shepherd and Wedderburn LLP, Condor House, 10 St. Paul's Churchyard, London EC4M 8AL, at 10.00 a.m. on 16 October 2019, at which the Resolution will be proposed as a special resolution to approve the change of name. The full text of the Resolution is set out in the notice.

As the Resolution will be proposed as a special resolution, in order for the Resolution to be passed, at least three quarters or 75% of the votes cast must be in favour of the Resolution. The proposed change of name will not occur if the Resolution is not passed.

If the Resolution is passed at the General Meeting, the Company intends to give notice of the intended change of name to the Registrar of Companies as soon as practicable following the conclusion of the General Meeting. The change of name will become effective from the date on which the Registrar of Companies issues the new certificate of incorporation on change of name, which will occur when the Registrar is satisfied that the new name complies with CA 2006 and any relevant requirements the Company's articles of association. The Company intends to use the expedited procedure for changing its registered name, which should allow the change to take effect on the same day as notice is provided to the Registrar of Companies.

In addition, the Company will inform the FCA in writing of the change of name in the required format. The Company has reserved the ticker symbol "PHAR" with the London Stock Exchange, and expects that trading in its shares will commence under the new name and ticker symbol at 8.00 a.m. on the business day immediately following issue by the Registrar of Companies of the certificate of incorporation on change of name.

Your attention is drawn to the expected timetable of principal events set out on page 3 of this document for further information on the anticipated timing on the change of name taking effect. The outcome of the General Meeting and, if the Resolution is passed, the commencement of trading in the Company's shares under the new name and ticker symbol will be the subject of announcements at the appropriate time.

4. Action to be taken

You will find enclosed with this document a Form of Proxy for use at the General Meeting or any adjournment thereof. Whether or not you intend to be present at the General Meeting, you are requested to complete and sign the Form of Proxy in accordance with the instructions printed on it so as to be received by SOCO's registrar, Equiniti Limited, at Aspect House, Spencer Road, Lancing, BN99 6DA, as soon as possible, and in any event no later than 10.00 a.m. on 14 October 2019 (or, in the case of an adjournment, not later than 48 hours (excluding non-working days) before the time fixed for the holding of the adjourned meeting).

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If you hold SOCO Shares in CREST you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to ID number RA19 in accordance with the procedures set out in the notice convening the General Meeting at the end of this document.

Alternatively, you may give proxy instructions by logging on to www.sharevote.co.uk and following the instructions. Proxies sent electronically (either via the CREST system or online) must also be sent as soon as possible and, in any event, so as to be received no later than 10.00 a.m. on 14 October 2019 (or, in the case of an adjournment, not later than 48 hours (excluding non-working days) before the time fixed for the holding of the adjourned meeting).

The completion and return of a Form of Proxy (or the electronic appointment of a proxy) will not preclude you from attending and voting in person at the General Meeting or any adjournment thereof, if you so wish.

  1. Recommendation

The Board considers the Resolution to be in the best interests of SOCO and the Shareholders as a whole. Accordingly, the Board recommends that Shareholders vote in favour of the Resolution to be put to the General Meeting, as the Directors intend to do in respect of their own beneficial holdings of 53,290,072 SOCO Shares in aggregate, representing approximately 13.41 per cent. of SOCO's issued ordinary share capital, excluding shares held in treasury.

Yours faithfully,

img-0.jpeg

Rui de Sousa

Chair

SOCO International plc


PART II:

FURTHER INFORMATION ON THE PROPOSED NEW NAME

  1. Name

As stated in Part I of this document (Letter from the Chair), the name “Pharos” is most commonly associated with the Lighthouse of Alexandria, also known as the Pharos of Alexandria, one of the traditional Seven Wonders of the Ancient World. The lighthouse was constructed in the third century B.C. by the Ptolemaic Kingdom of Ancient Greece on a small island, Pharos, within the Nile Delta. It was located across a narrow body of water from the city of Alexandria, founded by Alexander the Great but now within modern-day Egypt.

In more general application, “Pharos” became the word and model for all lighthouses across the Mediterranean world, so providing beacons of light for warning and safe haven in late antiquity.

The proposed adoption of the name “Pharos” by the Company is therefore intended to be a reference to both:

  • the acquisition of the El Fayum concession by the Group through the Merlon transaction and, more broadly, the Group’s new focus on the MENA region in addition to its traditional operating hub in South East Asia; and
  • the development and evolution of the corporate values of the Group, to reflect the continuing commitment to operating a sustainable business and the focus on environmental awareness, safety, openness and good governance.

In connection with the proposed change of name, the Company is developing a logo and associated branding. If the Resolution is passed at the General Meeting, the Company expects to launch the logo and branding on the Capital Markets Day scheduled for 29 October 2019. A copy of the presentation materials for the Company’s Capital Markets Day will be made available on the Company’s website as soon as possible after the event.

  1. Strategy and Values

As indicated in Part I of this document (Letter from the Chair), the proposed change of the Company’s name is intended to reflect the recent growth, strategy and focus of the Group. The Board believes that a change to the existing “SOCO” name and branding is in the best interests of the Company and Shareholders to signify this change in strategy and focus, and to symbolise the development and evolution of the corporate values of the Group.

Following the acquisition of Merlon, the Group’s principal strategy is the delivery of sustainable long-term growth while maintaining its traditional commitment to shareholder returns through financial discipline. The Board intends to implement the growth strategy through responsible management of its current portfolio and the careful selection of new opportunities, particularly those with near term low cost onshore development and, where appropriate, exploration assets with transformative potential in Asia and MENA.

Parallel to the change in the Group’s strategy and focus, the corporate values of the Group have undergone evolution and development in light of the 2018 disposal of its remaining interests in The Republic of Congo (Brazzaville) and Angola and its exit from sub-Saharan Africa.

Against this backdrop, and following consultation with various stakeholders, the Board has determined that the key values of the Group are as follows:

  • Sustainability and Governance

A long-term goal of the Group is to be a positive presence in regions in which it operates, by providing responsibility and sustainable development. The objective of sustainability will apply equally to maintaining its traditional reputation for financial discipline and return of value to shareholders as it will to the Group’s objective of achieving and maintaining the highest industry standards on ESG issues.

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As announced on 11 September 2019 in the Company's interim results for the six month period ended 30 June 2019, the Board has established a new ESG Committee with responsibility, inter alia, for defining the Group's strategy related to ESG matters, review of the Group's ESG policies, programmes and initiatives and, more generally, oversight of the Group's management of ESG matters. The Board is also fully committed to effective and compliant governance and is working towards full compliance with the 2018 UK Corporate Governance Code, applicable to the current financial year of the Company ending 31 December 2019. The Board's objective is to be recognised for meticulous governance, with a considerate and pragmatic approach to its business.

In terms of corporate social responsibility and community engagement, the Board is committed to treating all stakeholders in every area of operations with honesty, fairness, openness, engagement and respect, and to conducting all business ethically and safely. The Group will only work with parties that share these values.

The Board also recognises that aspects of energy production have broad ramifications for society. As a consequence, the Board intends to take a rigorous and conscientious approach to the Group's role in the wider world, its business practices and ethics and its interactions with individuals and communities. This includes minimising any impact of operations on the environment, monitoring the effect of the hydrocarbon industry on global climate change and planning for the anticipated energy transition to a lower carbon economy. To this end, the Group already participates in the Carbon Disclosure Project (CDP), the not-for-profit organisation established to support investors, companies and cities in disclosing and determining the environmental impact of industry and taking action to build a sustainable economy.

  • Safety and Care

The Group is focussed on maintaining the highest operational and safety standards across the business, and the strategy of creating and adding sustainable long-term stakeholder value is only possible through responsible, efficient and safe energy production. The Group intends to maintain its outstanding record of operational safety and will continue to place the highest priority on providing safe and healthy working environments for staff and contractors.

  • Energy and Challenge

The Group will always seek new ways to achieve more, with the strategic objective of creating and adding value through sustainable growth the guiding principle behind all activity.

  • Openness and Integrity

The Group recognises the value of communicating with, and listening to, all stakeholders, and aims to act with transparency, integrity and professionalism in all aspects of the business and operations.

  • Empowerment and Diversity

The Group welcomes, respects and treats equally individuals from all backgrounds, providing support, development and training and empowering them to take responsibility and make confident decisions. In this connection, the Group encourages a positive, open, diverse and multinational environment, dealing with people based on their merits rather than connections and ensuring workplaces are an environment in which every individual can fulfil their potential free from discrimination.

  • Pragmatism and Focus

The Group is pragmatic about how and where it prioritises its efforts, encouraging the use of real-world experience and expertise to determine the optimal action to achieve maximum value to benefit all stakeholders. To this end, the Group is guided by a highly experienced management team, with a track record of creating and delivering shareholder value.

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  1. Other Members of the SOCO Group

As stated in the Chair's letter set out in Part I of this document, the registered name of Merlon and its Egyptian branch have already been changed to "Pharos El Fayum".

Subject to the passing of the Resolution and the proposed change of the Company's name taking effect, it is intended that the registered and trading names of all of the Company's other active subsidiaries are changed to incorporate the new "Pharos" name and to remove the "SOCO" name so far as reasonably practicable.

The principal exceptions to this intended course of action are:

  • where a subsidiary is dormant and either in the process of liquidation and/or striking off or expected to enter such a process within the next 12 months;
  • where applicable law or regulation prohibits or constrains the change of the registered and/or trading name of a subsidiary; and
  • where, in the Board's opinion, it is in the interest of the SOCO Group and/or commercial or operating expediency to retain the word "SOCO" in the registered and/or trading name of a subsidiary.

In relation to the final bullet in the list above, the Board has identified that a potential risk of the proposed name change is that certain non-UK counterparties of the Group may not immediately recognise the validity of the change of name, whether at a corporate, branch or trading level. In anticipation of this possibility, the Board has developed an implementation plan to deal with any transitional issues arising from the change of name and the possible requirement to continue trading with or through the existing "SOCO" name in certain situations in the near term.

  1. Website and Domain Name

Assuming the Resolution is passed at the General Meeting, the Company intends to change the URL (uniform resource locator, or domain name) of its principal corporate website from www.socointernational.com to www.pharos.energy and to update the contents and presentation of the website. A further announcement of the launch of the new website is expected to follow in due course after the General Meeting.

  1. International Trademark Registrations and Applications

The Company has secured, or is in the process of securing, registered trademark protection for its proposed use of the name "Pharos" under appropriate classes. The current status of the Company's trademark applications as at the date of this document is set out briefly in the table below:

Jurisdiction of Pharos Trademark Application Current Status
United Kingdom Registered
(UK trade mark number UK00003399549)
European Union Application accepted
(currently in opposition period)
United States, Vietnam and Egypt Applications to appropriate body in each country submitted and received

Dated: 27 September 2019


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PART III:

DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

"2006 Act" the Companies Act 2006 of the United Kingdom

"Board" the board of directors of SOCO

"business day" a day (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for business in London

"CREST" the relevant system (as defined in the Regulations) in respect of which Euroclear is the operator (as defined in the Regulations)

"CREST Proxy Instruction" a properly authenticated CREST message appointing and instructing a proxy to attend and vote in place of a SOCO Shareholder at the General Meeting and containing the information required to be contained in the CREST Manual

"Directors" the directors whose names are set out on page 4 of this document

"ESG" environmental, social and governance

"Euroclear" Euroclear UK & Ireland Limited

"FCA" the UK Financial Conduct Authority

"Form of Proxy" the form of proxy enclosed with this document, for use by Shareholders in connection with the General Meeting

"General Meeting" the general meeting of SOCO to be held at the offices of Shepherd and Wedderburn LLP, Condor House, 10 St. Paul's Churchyard, London EC4M 8AL at 10.00 a.m. on 16 October 2019 (and any adjournment thereof) for the purposes of considering and, if thought fit, approving the Resolution

"London Stock Exchange" London Stock Exchange PLC or its successor

"MENA" Middle East and North Africa

"Merlon" the company previously named "Merlon Petroleum El Fayum Company" and now renamed "Pharos El Fayum", an exempted company incorporated in the Cayman Islands with incorporation number 78257

"Merlon International" Merlon International LLC, a company incorporated in Delaware with registered number 4329892, formerly the sole shareholder of Merlon

"Recommendation" the recommendation outlined in paragraph 5 (Recommendation) of Part I of this document (Letter from the Chair)

"Registrar of Companies" the registrar of companies in England and Wales

"Regulations" the Uncertificated Securities Regulations 2001 of the United Kingdom

"Resolution" the special resolution to be proposed at the General Meeting to change the name of the Company to "Pharos Energy plc", set out in the notice at the end of this document


"Shareholders"
holders of SOCO Shares

"SOCO" or the "Company"
SOCO International plc, registered in England and Wales with registered number 03300821

"SOCO Group" or "Group"
SOCO, its subsidiaries and subsidiary undertakings

"SOCO Share(s)"
the ordinary shares of five (5) pence each in the capital of SOCO

"UK" or "United Kingdom"
the United Kingdom of Great Britain and Northern Ireland

"US" or "United States"
the United States of America (including the states of the United States and the District of Columbia), its possessions and territories and all areas subject to its jurisdiction

For the purpose of this document, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the meanings given by the 2006 Act.

All times referred to are London time unless otherwise stated.

Unless otherwise indicated, all references in this document to "pence", "pounds sterling", "sterling", "£" or "p" are to the lawful currency of the United Kingdom, all references to "cents", "US$", "US dollars" or "$", are to the lawful currency of the United States.

All references to legislation in this document are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re enactment or extension thereof.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

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SOCO INTERNATIONAL PLC
(Incorporated and registered in England and Wales with registered number 03300821)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a GENERAL MEETING of SOCO International plc (the "Company") will be held at the offices of Shepherd and Wedderburn LLP, Condor House, 10 St. Paul's Churchyard, London EC4M 8AL at 10.00 a.m. on 16 October 2019 for the purpose of considering and, if thought fit, passing the following resolution:

SPECIAL RESOLUTION

THAT the registered name of the Company be changed to "Pharos Energy plc".

Dated: 27 September 2019

Registered office:
48 Dover Street
London W1S 4FF

By order of the Board

img-1.jpeg

Tony Hunter
Company Secretary

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Notes:

  1. To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the register of members of the Company as at 6.30 p.m. on 14 October 2019 or, in the event that the meeting is adjourned, in the register of members at 6.30 p.m. on the date 48 hours (excluding non-working days) before the date of any adjourned meeting. Changes to entries on the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting or any adjourned meeting.

  2. A holder of shares of the Company is entitled to attend and vote at the meeting is also entitled to appoint one or more proxies to exercise all or any of his rights to attend, speak and vote on their behalf at the meeting. A Form of Proxy which may be used to make such appointment and give proxy instructions is enclosed with this notice. If you think you may not be able to attend the meeting, please complete and return the Form of Proxy. Please indicate how you wish your vote to be cast by inserting an "X" in the appropriate box. In the event that you wish to appoint a person other than the Chair as your proxy, delete the reference to the Chair and insert the name of the person you wish to appoint in the space provided. Please initial the amendment, otherwise your proxy will be invalid. A proxy need not be a member of the Company. Instructions for use are shown on the Form of Proxy. Completion and return of a Form of Proxy, an electronic proxy or any CREST Proxy Instruction (as described in note 10 below) will not preclude a shareholder from attending the meeting and voting there in person. The Company will not exercise any rights in relation to any shares held by, or on behalf of, the Company.

  3. To be effective, the 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 at the Company's registrar, Equiniti Limited at Aspect House, Spencer Road, Lancing, BN99 6DA before 10.00 a.m. on 14 October 2019 or, if the meeting is adjourned, by not later than 48 hours (excluding non-working days) before the time of the adjourned meeting. Forms of Proxy returned by fax will not be accepted. Alternatively, you may appoint a proxy or proxies electronically through the Company's registrar's website: www.sharevote.co.uk. Full details of the procedure to be followed to appoint a proxy electronically are given on the website.

  4. A holder of shares of the Company entitled to attend and vote at the meeting may appoint more than one proxy. To do so, you should photocopy the Form of Proxy. You must complete a separate Form of Proxy for each proxy. Please indicate, next to each proxy holder's name, the number of shares each proxy appointment relates to and how you wish the proxies' votes to be cast. Please also indicate, by marking the box on the proxy, if multiple appointments are being made. Please initial the amendment, otherwise your proxy will be invalid. A failure to specify the number of shares each proxy appointment relates to, or specifying a number of shares in excess of those held by the member on the date referred to in note 1 above, will result in the proxy appointments being invalid.

  5. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

  6. Any person who is not a member of the Company but has been nominated under section 146 of the Companies Act 2006 by a member of the Company (the "relevant member") to enjoy information rights, (the "nominated person") does not have a right to appoint any proxies under note 2 above. A nominated person may have a right under an agreement with the relevant member to be appointed or to have somebody else appointed as a proxy for the meeting. If a nominated person does not have such a right, or has such a right and does not wish to exercise it, he may have a right under an agreement with the relevant member to give instructions as to the exercise of voting rights.

  7. The "Vote Withheld" option is provided to enable you to abstain on the specified 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" the specified resolution.

  8. As at 26 September 2019 (being the latest practicable date prior to the publication of this notice), the Company's share capital consisted of 406,637,952 ordinary shares of £0.05, carrying one vote each, including 9,122,268 shares in treasury. Therefore, the total voting rights in the Company as at 26 September 2019 (excluding voting rights attached to shares held by or on behalf of the Company) are 397,515,684.

  9. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the relevant register of members of the Company at 6.30 p.m. on 14 October 2019 or, in the event that the meeting is adjourned, in the register of members of the Company at 6.30 p.m. on the date 48 hours before the adjourned meeting, shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of members after the relevant time shall be disregarded in determining the rights of any person to attend and vote at the meeting or any adjourned meeting. Shareholders who hold their shares in the Company through CREST ("CREST members") and who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the purpose of this meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

  10. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's registrar Equiniti Limited (Participant ID RA19), not later than 48 hours (excluding non-working days) before the time appointed for the meeting or any adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the Company's registrar are able to retrieve the message by enquiry


to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

  1. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

  2. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

  3. In the case of joint holders of a share 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 and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company.

  4. Any member attending the meeting has a right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the company or the good order of the meeting that the question be answered.

  5. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at www.socointernational.com.

  6. No electronic address (within the meaning of section 333(4) of the Companies Act 2006) provided in this notice (or in any related documents including the Form of Proxy) may be used to communicate with the Company for any purpose other than those expressly stated.

  7. If you have been nominated to receive general shareholder communications directly from the Company, it is important to remember that your main contact in terms of your investment remains as it was (the registered shareholder, or perhaps custodian or broker, who administers the investment on your behalf). Therefore, any changes or queries relating to your personal details and holding (including any administration thereof) must continue to be directed to your existing contact at your investment manager or custodian. The Company cannot guarantee dealing with matters that are directed to it in error. The only exception to this is where the Company, in exercising one of its powers under the Companies Act 2006, writes to you directly for a response.

  8. The shorter notice period of a minimum of 14 (fourteen) clear days as approved at the Company's most recent annual general meeting has been used for the purposes of this meeting, as the directors of the Company believe that the flexibility offered by the shorter notice period is in the best interests of the shareholders as a whole, taking into account the circumstances and business of the meeting.

14


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sterling 173077