Publication of Scheme Document

DCC Energy PLC

24 August 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

RECOMMENDED ACQUISITION OF

DCC ENERGY PLC BY

DRAGON BIDCO LIMITED

a newly incorporated company indirectly wholly owned by: (i) funds and investment vehicles advised by Energy Capital Partners Management, LP and its affiliates, and (ii) funds and investment vehicles advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates

TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT
UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014

PUBLICATION OF SCHEME DOCUMENT

1.   Introduction

On 27 July 2026, the boards of directors of DCC Energy plc ("DCC Energy") and Dragon Bidco Limited ("Bidco"), a newly incorporated company indirectly wholly owned by: (i) funds and investment vehicles advised by Energy Capital Partners Management, LP and its affiliates, and (ii) funds and investment vehicles advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates, announced that they had agreed the terms of a recommended acquisition of the entire issued and to be issued share capital of DCC Energy (the "Acquisition"), to be implemented by way of a court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme").

2.   Publication of Scheme Document

DCC Energy is pleased to announce that a circular relating to the Scheme (the "Scheme Document") setting out, amongst other things, further terms and conditions of the Scheme, information required under Section 452 of the Companies Act 2014, an expected timetable of principal events, notices convening the Scheme Meeting and the related extraordinary general meeting (the "EGM") (including details of the DCC Energy shareholders who are entitled to attend and vote at each of the Scheme Meeting and the EGM and details of the action to be taken by such shareholders (the "DCC Energy Shareholders")), has been published today on DCC Energy's website at https://www.dccenergy.com/offer-for-dccenergy.

DCC Energy has posted the Scheme Document (or, in the case of DCC Energy Shareholders who have opted to receive communications from DCC Energy in electronic form, a notice informing them of the publication of the Scheme Document) together with the associated forms of proxy to be used at the Scheme Meeting and the EGM to DCC Energy Shareholders. For information purposes only, the Scheme Document will also be made available to participants in the DCC Energy Share Plans and persons with information rights.

A copy of the Scheme Document will also shortly be submitted to the National Storage Mechanism and will be available for inspection on the FCA's website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Capitalised terms used in this announcement, including its Appendix, (this "Announcement") shall, unless otherwise defined, have the same meanings given to them in the Scheme Document. All references to times in this Announcement are to Irish time unless stated otherwise.

DCC Energy Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

3.   Action to be taken

The Scheme requires the passing of the Scheme Meeting Resolution at the Scheme Meeting. The Scheme Meeting will be held at The Clayton Hotel Leopardstown, Central Park, Sandyford Business Park, Co. Dublin, D18 K2P1 on 18 September 2026 at 2:00 p.m.

In addition to approval at the Scheme Meeting, implementation of the Scheme also requires various resolutions to be passed at the EGM to be held at The Clayton Hotel Leopardstown, Central Park, Sandyford Business Park, Co. Dublin, D18 K2P1 on 18 September 2026 at 2:15 p.m. or, if later, immediately after the conclusion or adjournment of the Scheme Meeting.

Once the Scheme becomes Effective it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Scheme Meeting or the EGM (and if they attended and voted, irrespective of whether or not they voted in favour). Provided the Scheme becomes Effective, Scheme Shareholders will receive their Cash Consideration without having to take further action.

YOUR VOTE IS IMPORTANT.  All DCC Energy Shareholders are urged to exercise their votes in respect of the Scheme Meeting and the EGM (as applicable). Whether or not you plan to attend the Scheme Meeting and the EGM in person, all DCC Energy Shareholders are urged to sign and return the enclosed Form of Proxy for the Scheme Meeting (and the corresponding Form of Proxy for the EGM) as soon as possible, and in any event so as to be received by the time set out in the Expected Timetable of Principal Events below. DCC Energy Shareholders who are unable to attend the Scheme Meeting or the EGM, or who do not wish to appoint another proxy, are encouraged to appoint the Chair of the relevant meeting as their proxy for that meeting.  Signing and returning a Form of Proxy does not prevent a DCC Energy Shareholder from attending and voting in person at the Scheme Meeting or the EGM (or any adjournment(s) thereof) should they subsequently wish to do so.

It is important that as many votes as possible are cast at the Scheme Meeting so that the High Court may be satisfied that there was a fair representation of shareholders' opinions. DCC Energy Shareholders are therefore encouraged to sign and return the enclosed Form of Proxy for the Scheme Meeting as soon as possible and in any event by the relevant voting deadlines, or attend and vote at the Scheme Meeting.

Further detail in relation to the procedures for voting and the relevant voting deadlines applicable to DCC Energy Shareholders who hold their interests: (i) in book-entry form; (ii) through a participant in the Euroclear System; and (iii) as DCC Energy CDIs in the CREST system, is set out in the Scheme Document.

4.   Recommendation

The DCC Energy Directors, who have been so advised by J.P. Morgan Cazenove and UBS as to the financial terms of the Acquisition, consider the terms of the Acquisition as set out in the Scheme Document to be fair and reasonable. In providing their advice to the DCC Energy Board, J.P. Morgan Cazenove and UBS have taken into account the commercial assessments of the DCC Energy Board. UBS is providing independent financial advice to the DCC Energy Directors for the purposes of Rule 3 of the Irish Takeover Rules.

The DCC Energy Board believes that the Acquisition is in the best interests of DCC Energy Shareholders as a whole. Accordingly, the DCC Energy Board recommends unanimously that DCC Energy Shareholders vote in favour of the Acquisition and all of the Resolutions, as those DCC Energy Directors holding interests over DCC Energy Shares have irrevocably undertaken to do in respect of their own beneficial holdings over which those DCC Energy Directors have control over voting rights comprising (in aggregate) 239,744 DCC Energy Shares, representing approximately 0.28% of the issued share capital of DCC Energy as at the close of business on 17 August 2026.

5.   Additional Information for DCC Energy Shareholders

If DCC Energy Shareholders have any questions about the Scheme Document, the Scheme Meeting or the EGM, or are in any doubt as to how to complete the Forms of Proxy, please call DCC Energy's Registrar, Computershare Investor Services (Ireland) Limited on [phone]. Calls are charged at the standard geographical rate and rates may vary by provider. Calls outside Ireland or the United Kingdom will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and monitored for security and training purposes. Please note that Computershare cannot provide advice on the merits of the Scheme, nor give financial, tax, investment or legal advice.

Any DCC Energy Shareholder may request a copy of the Scheme Document in hard copy form by submitting a request in writing to the Company Secretary, DCC Energy plc, Leopardstown Road, Foxrock, Dublin 18, Ireland or by email to [e-mail] or by calling telephone number [phone] between 9:00 a.m. and 5:00 p.m., Monday to Friday (excluding Irish public holidays). Any written requests must include the identity of the DCC Energy Shareholder and hard copy documents will be posted to the address of the DCC Energy Shareholder provided in the written request.

Any DCC Energy Shareholder who has opted to receive communications from DCC Energy in electronic form will not receive a hard copy of the Scheme Document unless they submit a request in accordance with the immediately preceding paragraph, in which case such DCC Energy Shareholder may also request that all future documents, announcements and information required to be sent to them by DCC Energy or Bidco, as the case may be, in relation to the Acquisition should be sent in hard copy form.

6.   Expected Timetable of Principal Events

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this Announcement.

Enquires

DCC Energy:
Conor Murphy, Chief Financial Officer	Tel: [phone]
Sodali & Co (Communications Advisor to DCC Energy)	[e-mail]
Eavan Gannon / Pete Lambie	Tel: [phone]

J.P. Morgan Cazenove is acting as financial advisor in respect of the Acquisition and corporate broker to DCC Energy. UBS is acting as financial advisor and Rule 3 advisor in respect of the Acquisition and corporate broker to DCC Energy. J&E Davy is acting as corporate broker to DCC Energy.

Cleary Gottlieb Steen & Hamilton LLP and William Fry LLP are, respectively, acting as English and Irish legal advisors to DCC Energy in respect of the Acquisition.

About DCC Energy plc

DCC Energy plc is a leader in multi-energy sales and distribution in Europe and the US.

We serve millions of customers across the commercial & industrial, public and domestic sectors. We deliver mainly off-grid energy solutions, led by liquid gas, and operate services stations and fleet services. We supply the secure, cleaner and competitive energy our customers need, supporting industrial processes, heating homes, and keeping transport moving. We do this while supporting customers through the transition with the energy and services they need next.

Headquartered in Dublin, DCC Energy is listed on the London Stock Exchange and is a constituent of the FTSE 100. In our financial year ended 31 March 2026, DCC Energy generated revenues of £15.4 billion and adjusted operating profit of £634.0 million. DCC Energy has an excellent record, delivering compound annual growth of 14% in adjusted operating profit and unbroken dividend growth of 13% while maintaining high returns on capital employed over 32 years as a public company.

Follow us on LinkedIn.
www.dccenergy.com

Statements required by the Irish Takeover Rules

The DCC Energy Directors accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the DCC Energy Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Important notices relating to financial advisors

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority (the "FCA"), is acting as financial advisor exclusively to DCC Energy and for no one else in connection with the Acquisition and will not be responsible to anyone other than DCC Energy in respect of protections that may be afforded to clients of J.P. Morgan Cazenove nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither J.P. Morgan Cazenove nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of J.P. Morgan Cazenove in connection with this Announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by J.P. Morgan Cazenove as to the contents of this Announcement.

UBS AG London Branch ("UBS"), which is authorised and regulated by the Financial Market Supervisory Authority in Switzerland and authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom, is acting as financial advisor exclusively to DCC Energy and for no one else in connection with the Acquisition and will not be responsible to anyone other than DCC Energy in respect of protections that may be afforded to clients of UBS nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither UBS nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of UBS in connection with this Announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by UBS as to the contents of this Announcement.

J&E Davy ("Davy"), which is authorised and regulated in Ireland by the Central Bank of Ireland and in the United Kingdom is authorised and regulated by the FCA, is acting exclusively for DCC Energy and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than DCC Energy for providing the protections afforded to clients of Davy or for providing advice in connection with the matters referred to in this Announcement.

No Offer or Solicitation

This Announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the Takeover Offer Document), which will contain further details on the terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Takeover Offer Document).

This Announcement does not constitute a prospectus or a prospectus equivalent document.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your appropriately authorised independent financial advisor.

Notice to U.S. Shareholders

The Acquisition relates to the shares of an Irish company and is being made by means of a scheme of arrangement provided for under the Companies Act 2014. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the U.S. Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in Ireland for a public acquisition by scheme of arrangement, which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules.

It may be difficult for holders of DCC Energy Shares in the United States (the "U.S. shareholders") to enforce any rights or claims arising out of U.S. federal securities laws in connection with the Acquisition, since Bidco and DCC Energy are organised and located in non-U.S. jurisdictions, and some or all of their officers and directors may be residents of non-U.S. jurisdictions. U.S. shareholders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to the jurisdiction and judgment of a U.S. court.

In accordance with, and to the extent permitted by, the Irish Takeover Rules, normal Irish and UK market practice and Rule 14e-5(b) of the U.S. Exchange Act, J.P. Morgan Cazenove, UBS and Davy and their respective affiliates may continue to act as exempt principal traders or exempt market makers in DCC Energy Shares on the London Stock Exchange and may engage in certain other purchasing activities consistent with their respective usual practices and applicable law. In addition, in compliance with the Irish Takeover Rules, members of the Bidco Group and / or certain affiliates or their respective nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, DCC Energy securities other than pursuant to the Acquisition, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices.

Any information about such purchases will be disclosed to the Irish Takeover Panel and, to the extent that such information is required to be publicly disclosed in Ireland in accordance with applicable regulatory requirements, will be made available via a Regulatory Information Service on the London Stock Exchange's website, www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in Ireland.

DCC Energy Shareholders in the U.S. also should be aware that the transaction contemplated herein may have tax consequences in the U.S. and that such consequences, if any, are not described herein. DCC Energy Shareholders in the U.S. are urged to consult with legal, tax and financial advisors.

Rule 8 - Dealing Disclosure Requirements

Under Rule 8.3(b) of the Irish Takeover Rules, any person 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of DCC Energy must disclose all 'dealings' in such 'relevant securities' during the 'offer period'. The disclosure of a 'dealing' in 'relevant securities' by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London time) on the business day following the date of the relevant transaction. This requirement will continue until the 'offer period' ends. If two or more persons co-operate on the basis of any agreement either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of DCC Energy, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. A dealing disclosure must contain the details specified in Rule 8.6(b) of the Irish Takeover Rules, including details of the dealing concerned and of the person's interests and short positions in any 'relevant securities' of DCC Energy.

All 'dealings' in 'relevant securities' of DCC Energy by Bidco, or by any party 'acting in concert' with Bidco, must also be disclosed by no later than 12:00 noon (London time) on the 'business day' following the date of the relevant transaction. If two or more persons co-operate on the basis of an agreement, either express or tacit, either oral or written, to acquire for one or more of them an interest in relevant securities, they will be deemed to be a single person for these purposes.

Disclosure tables, giving details of the companies in whose 'relevant securities' and 'dealings' should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

'Interests' in securities arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number [phone].

Terms in quotation marks in this section are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website.

Publication on website

Pursuant to Rule 26.1 of the Irish Takeover Rules, this Announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on DCC Energy's website, by no later than 12:00 p.m. (London time) on the Business Day following the date of this Announcement. Neither the content of any such website, nor the content of any other website accessible from hyperlinks on such website, is incorporated into, or forms part of, this Announcement.

General

The laws of certain jurisdictions may affect the availability of the Acquisition to persons who are not resident in Ireland or the United Kingdom. Persons who are not resident in Ireland or the United Kingdom, or who are subject to the laws of any jurisdiction other than Ireland or the United Kingdom, should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with any applicable legal or regulatory requirements may constitute a violation of the laws and / or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders are contained in the Scheme Document.

This Announcement has been prepared for the purpose of complying with the laws of Ireland and the Irish Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of Ireland.

The Acquisition will not be made available, directly or indirectly, in any Restricted Jurisdiction, and the proposed terms of the Acquisition will not be capable of acceptance from within a Restricted Jurisdiction. The release, publication or distribution of this Announcement in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this Announcement and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, DCC Energy disclaims any responsibility or liability for the violations of any such restrictions by any person.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS UP TO THE DATE OF THE MEETINGS

The following timetable is based on DCC Energy and Bidco's current expected dates for the implementation of the Acquisition and the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to DCC Energy Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on DCC Energy's website at https://www.dccenergy.com/offer-for-dccenergy.

Event	Time	Date
Publication of the Scheme Document	-	24 August 2026
Voting Record Time (1)	6:00 p.m.	14 September 2026
Latest time for receipt of Forms of Proxy for the Scheme Meeting (YELLOW Form) (2) (3)	2:00 p.m.	16 September 2026
Latest time for receipt of Forms of Proxy for the Extraordinary General Meeting (PINK Form) (2) (3)	2:15 p.m.	16 September 2026
Scheme Meeting	2:00 p.m.	18 September 2026
Extraordinary General Meeting (4)	2:15 p.m.	18 September 2026

_________________________________________________________________________________

Notes:

1.     The Voting Record Time in respect of the Scheme Meeting is 6:00 p.m. on 14 September 2026 (or if the Scheme Meeting is adjourned for fourteen (14) days or more, 6:00 p.m. on the day before the date that falls seventy-two (72) hours before the time appointed for the adjourned meeting). Holdings as of the Voting Record Time determine entitlement to attend, speak, ask questions and in respect of the number of DCC Energy Shares registered in a holder's name, vote at the Scheme Meeting, or if relevant, any adjournment thereof. Changes in the Register of Members after that time will be disregarded in determining the right of any person to attend and/or vote at the Scheme Meeting or any adjournment thereof.

The Voting Record Time in respect of the EGM is 6:00 p.m. on 14 September 2026 (or if the EGM is adjourned for fourteen (14) days or more, 6:00 p.m. on the day before the date that falls seventy-two (72) hours before the time appointed for the adjourned meeting). Holdings as of the Voting Record Time determine entitlement to attend, speak, ask questions and, in respect of the number of DCC Energy Shares registered in a holder's name, vote at the EGM, or if relevant, any adjournment thereof. Changes in the Register of Members after that time will be disregarded in determining the right of any person to attend and/or vote at the EGM or any adjournment thereof.

2.     Different deadlines and procedures for voting may apply in certain cases. This is particularly relevant if you hold your interest in DCC Energy Shares via the Euroclear System or in DCC Energy CDIs via the CREST system. The relevant voting deadlines are expected to be confirmed by Euroclear Bank and EUI (or Broadridge), and notified by, or on behalf of each of them to EB Participants and CDI Holders respectively. The voting service will process and deliver proxy voting instructions received from CREST members on the Broadridge voting deadline date to Euroclear Bank, by its cut-off and to agreed market requirements. Euroclear Bank will, wherever practical, seek a voting instruction deadline of one (1) hour prior to DCC Energy's proxy appointment deadline. Broadridge's voting deadline will be earlier than Euroclear Bank's voting instruction deadline.

3.     All such persons who are eligible to exercise voting rights in connection with the Resolutions proposed for consideration at the Scheme Meeting and EGM are recommended to consult with their stockbroker or other intermediary at the earliest opportunity given that earlier deadlines for actions than those set out in the "Expected Timetable of Principal Events" will be applied by relevant service providers.

4.   The EGM will commence at 2:15 p.m., or, if later, immediately after the conclusion or adjournment of the Scheme Meeting.

EXPECTED TIMETABLE OF FURTHER EVENTS FOLLOWING THE MEETINGS The following sequence or dates are provided by way of indicative guidance only, are subject to change and will depend, among other things, on the date on which certain Conditions to the Scheme are satisfied or, if capable of waiver, waived and on the date on which the High Court sanctions the Scheme and confirms the related Reduction of Capital. All times shown in the Scheme Document and below are Irish time unless otherwise stated. Please also see note 5 below.
Event	Time / Date
Cancellation Record Time	11:59 p.m. on the day before the Scheme Court Hearing
Scheme Court Hearing (application to the High Court to sanction the Scheme) and issuance of the Court Order	A date expected to be during the first quarter of 2027 ("D"), subject to the satisfaction (or if applicable, waiver) of the relevant Conditions
Expected last day of dealings in DCC Energy Shares on the Main Market of the London Stock Exchange	D + 1 Business Day
Scheme Record Time	6:00 p.m. (London time) on D + 1 Business Day
Effective Date of the Scheme	D + 2 Business Days
Cancellation of listing of DCC Energy Shares	D + 3 Business Days
Settlement of Base Consideration paid under Scheme (6) (7)	Within fourteen (14) days of the Effective Date
Settlement of Technology Disposal Additional Consideration payable (if any and subject to the satisfaction or waiver of certain conditions) under the Scheme (8)	Within fourteen (14) days of: (i) the Effective Date if the Technology Disposal Consideration Conditions are satisfied (or waived by Bidco) before the Effective Date; or (ii) the date on which the Technology Disposal Consideration Conditions are satisfied (or waived by Bidco) if such date is after the Effective Date but no later than the End Date
End Date (9)	31 July 2027, or such later date as Bidco and DCC Energy may, with the consent of the Irish Takeover Panel (if required), agree and (if required) the High Court may allow

Notes:

5.     These dates are indicative only and will depend on, among other things, the date upon which: (i) the Conditions of the Scheme are satisfied or (if capable of waiver) waived; and (ii) the sanction of the Scheme by the High Court and the confirmation by the High Court of the Reduction of Capital necessary to implement the Scheme, the delivery of a copy of the Court Order and the minute required by Section 86 of the Act related to the Reduction of Capital to the Registrar of Companies and the registration of the Court Order and minute by the Registrar of Companies. The Acquisition is currently expected to become Effective during the first quarter of 2027.

6.     Each of DCC Energy, ECP, KKR and Bidco have assumed certain obligations with respect to the mechanics for completion of the Acquisition, details of which are set out in the Transaction Agreement (see paragraph 8 of Part III (Explanatory Statement (in compliance with Section 452 of the Act)) of the Scheme Document).

7.     In the case of DCC Energy Shareholders whose ownership is directly recorded on the Register of Members (i.e. those shareholders who hold in book-entry form), the Base Consideration will be paid by electronic payment or despatch of cheques. In the case of DCC Energy Shareholders who hold their interests in DCC Energy Shares through a participant in the Euroclear System, the Base Consideration will be paid by electronic transfer to Euroclear Bank. In the case of Scheme Shares held pursuant to DCC Energy Share Plans, the Base Consideration will be transferred to DCC Energy and then be processed by DCC Energy (or the relevant employing entity in the DCC Energy Group) by such method as may be determined by DCC Energy (including via payroll) net of any required payroll taxes and other charges.

8.     In each case subject to satisfaction (or waiver by Bidco at its sole discretion) of all of the Technology Disposal Consideration Conditions prior to the Technology Disposal Long Stop Date:

(i)    in the case of DCC Energy Shareholders whose ownership is directly recorded on the Register of Members (i.e. those shareholders who hold in book-entry form), the Technology Disposal Additional Consideration will be paid by electronic payment or despatch of cheques;

(ii)   in the case of DCC Energy Shareholders who hold their interests in DCC Energy Shares through a participant in the Euroclear System, the Technology Disposal Additional Consideration will be paid by electronic transfer to Euroclear Bank; and

(iii)  in the case of Scheme Shares held pursuant to DCC Energy Share Plans, the Technology Disposal Additional Consideration will be transferred to DCC Energy and then be processed by DCC Energy (or the relevant employing entity in the DCC Energy Group) by such method as may be determined by DCC Energy (including via payroll) net of any required payroll taxes and other charges.

9.     This is the latest date by which the Scheme may become Effective. However, the End Date may be extended to such later date as DCC Energy and Bidco may agree in writing (with the Irish Takeover Panel's consent and as the High Court may approve (should such consent and/or approval be required)).

 

END