Publication of Circular and Notice of Meetings

Rhea-AI Summary

Diversified Energy Company (NYSE:DEC) published a circular and notice of shareholder meetings on October 17, 2025 detailing a proposed transaction to move its primary listing to the New York Stock Exchange while retaining a secondary listing on the London Stock Exchange.

The Transaction will implement a UK scheme of arrangement to create a new US parent company (NewCo). Subject to shareholder votes, court and regulatory approvals, the scheme is anticipated to be effective on or around November 21, 2025, with NewCo admitted to the NYSE and LSE effective on or around November 24, 2025.

Positive

• Primary listing moving to NYSE, targeted effective ~Nov 21–24, 2025
• Company to retain a secondary LSE listing, preserving UK market access
• Transaction structured via a UK scheme of arrangement to create NewCo

Negative

• Transaction is subject to shareholder, court and regulatory approvals, creating execution risk

Diversified Energy Company PLC
(“Diversified” or the "Company")

Publication of Circular and Notice of Meetings

On September 30, 2025, Diversified announced its intention to move the Company’s primary listing to the New York Stock Exchange while retaining a secondary listing on the London Stock Exchange. The proposed change will be implemented by way of a UK scheme of arrangement pursuant to which a new US company (“NewCo”) will become the new parent holding company of Diversified (the “Transaction”).

Today, the Company has published a circular and notice of the shareholder meetings (the “Circular”) outlining details of the Transaction and convening the shareholder meetings (the “Meetings”) to approve certain matters related to the Transaction.

A copy of the Circular is available on Diversified's website within the Investors section at https://ir.div.energy/news-events/regulatory-news and will also be submitted to the National Storage Mechanism, and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Subject to the passing of the relevant resolutions proposed at the Meetings and court and other regulatory approvals, it is anticipated that the scheme will become effective on or around November 21, 2025. The shares of NewCo are expected to be listed on the NYSE, and the admission of the shares of NewCo to listing on the equity shares (international commercial companies secondary listing) category of the Official List of the FCA and to trading on the London Stock Exchange’s main market for listed securities is expected to become effective on or around November 24, 2025.

For further information, please contact:

Diversified Energy Company PLC	+1 973 856 2757
Doug Kris	dkris@dgoc.com
Senior Vice President, Investor Relations & Corporate Communications
FTI Consulting	dec@fticonsulting.com
U.S. & UK Financial Public Relations

About Diversified
Diversified is a leading publicly traded energy company focused on natural gas and liquids production, transport, marketing, and well retirement. Through our unique differentiated strategy, we acquire existing, long-life assets and invest in them to improve environmental and operational performance until retiring those assets in a safe and environmentally secure manner. Recognized by ratings agencies and organizations for our sustainability leadership, this solutions-oriented, stewardship approach makes Diversified the Right Company at the Right Time to responsibly produce energy, deliver reliable free cash flow, and generate shareholder value.

FAQ

What did Diversified Energy (DEC) announce on October 17, 2025 about its listing?

Diversified published a circular and notice of meetings for a proposed move of its primary listing to the NYSE and retention of a secondary listing on the LSE.

When is the Diversified Energy (DEC) scheme of arrangement expected to become effective?

Subject to approvals, the scheme is anticipated to become effective on or around November 21, 2025.

When are NewCo shares expected to be admitted to NYSE and LSE for Diversified Energy (DEC)?

NewCo shares are expected to be listed on the NYSE, with admission to the FCA Official List and LSE trading expected on or around November 24, 2025.

How will Diversified Energy implement the listing change for DEC?

The change will be implemented by a UK scheme of arrangement that creates a new US parent company (NewCo) as the group holding company.

Where can investors find the Diversified Energy (DEC) circular and meeting notice?

The circular is available in the Investors section at https://ir.div.energy/news-events/regulatory-news and via the FCA National Storage Mechanism.

What approvals does Diversified Energy (DEC) need for the Transaction to proceed?

The Transaction requires the passing of shareholder resolutions and court and other regulatory approvals before becoming effective.