Diversified Energy Results of the Court Meeting and General Meeting

Rhea-AI Summary

Diversified Energy (LSE: DEC, NYSE: DEC) announced results of its Court Meeting and General Meeting held on 10 November 2025 relating to a proposed UK scheme of arrangement to re-domicile under a new Delaware parent (NewCo) and related corporate changes.

The Court Meeting resolution passed by the required majority (58 votes For, 2 Against); 54,739,048 shares (71.23% of issued ordinary share capital) voted For. At the General Meeting shareholders approved the 2025 Equity Incentive Plan (94.83% For) and the special resolutions to effect the scheme (99.72% For).

Completion remains subject to High Court sanction and regulatory approvals; the scheme and NewCo listings are expected on or around 21–24 November 2025.

Positive

• Court Meeting approved by required majority (58 For, 2 Against)
• 54,739,048 shares voted For the Scheme (71.23% of issued ordinary share capital)
• General Meeting approved 2025 Equity Incentive Plan with 94.83% For
• Special resolutions to implement Scheme passed with 99.72% For
• Anticipated NewCo listing on NYSE and FCA/LSE admission around 24 Nov 2025

Negative

• Completion subject to High Court sanction and regulatory approvals, creating execution risk
• Votes cast at meetings represented ~71.7% of issued ordinary share capital, not unanimous

Insights

Corporate re-domiciliation and listing analyst

Shareholders approved a UK scheme to re-domicile and list NewCo; court and regulatory sign-offs remain.

Diversified Energy Company PLC secured the requisite shareholder approvals at both the Court Meeting and the General Meeting, with the Scheme resolution passed on a poll (For: 54,739,048 votes; Against: 359,311 votes) representing 71.23% of issued ordinary share capital participating at the Court Meeting and strong majorities across General Meeting resolutions (94.83% and 99.72% where shown). The company proposes to create a new Delaware parent (“NewCo”) and seeks NYSE listing and an FCA secondary listing.

The business mechanism is a scheme of arrangement under Part 26 of the Companies Act 2006 that re‑parents the group into a Delaware corporation and amends capital and governance structures (including a new 2025 Equity Incentive Plan). Completion depends explicitly on the High Court sanction and other regulatory approvals and the specified hearing date is November 21, 2024, with effectiveness and listings anticipated on or around November 21, 2025 and November 24, 2025 respectively. These approvals are procedural but essential; without court sanction and regulatory clearances the scheme cannot complete.

Watch closely for the court sanction hearing outcome on November 21, 2024, subsequent filing of the sanctioned order to the National Storage Mechanism, and any regulatory conditions tied to the NYSE and FCA listings expected around November 24, 2025. Confirmation of the effective date, final admission of NewCo shares, and the formal publication of the resolutions are the near-term milestones that will determine whether the approved votes translate into legal and market outcomes.

Diversified Energy Company PLC (LSE: DEC, NYSE:DEC) (“Diversified” or “the Company”) is pleased to announce Results of the Court Meeting and the General Meeting held on 10 November 2025

Results of the Court Meeting and the General Meeting held on 10 November 2025

On 10 November 2025, Diversified announced proposals to establish, by means of a UK scheme of arrangement under Part 26 of the Companies Act 2006, Diversified Energy Company, a new Delaware corporation ("NewCo") as the parent holding company of Diversified (the "Scheme"). A circular (the "Circular") was published to shareholders on 17 October 2025 containing, amongst other things, the terms of the Scheme, the formal notices convening the requisite shareholder meetings and the related voting instructions. Capitalized terms used in this announcement but not defined shall have the meaning given to them in the Circular.

Today, two meetings of Diversified's shareholders were held at the offices of FTI Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD in connection with the Scheme and related matters. The first meeting was a meeting convened by an order of the High Court of Justice made on 10 November 2025 (the "Court Meeting") to approve the Scheme. The second meeting was a general meeting of Diversified (the " General Meeting") to approve certain matters related to the Scheme.

Results of the Court Meeting

Diversified is pleased to announce that, at the Court Meeting to approve the proposed Scheme, the resolution approving the Scheme was passed by the requisite majority on a poll.

The result of the poll taken at the Court Meeting of Diversified shareholders is set out as follows:

	Number of Scheme Shareholders who voted*	Percentage of shareholders represented who voted	Number of Scheme  Shares voted	Number of Scheme Shares voted as a percentage of the issued ordinary share capital
For	58	99.35%	54,739,048	71.23%
Against	2	0.65%	359,311	0.46%
Total	60	100%	55,098,359	71.69%

^{* The court meeting was attended by 58 registered shareholders (via proxy) but the total number of votes by number “For” (58), and “Against” (2) adds up to 60 because Cede & Co. (as nominee for The Depositary Trust Company) and GTU Ops Inc. (as nominee for the Company’s depositary receipt arrangement administered by Computershare Trust Company N.A.) are two Shareholders of Record, but the voting instructions and electronic votes submitted by the underlying banks and brokers included votes “For”, and “Against”. For the purposes of the table above, the votes “by number” in respect of Scheme Shares registered in the name of Cede & Co. and GTU Ops Inc. are represented as one vote “For”, and one vote “Against”.}

Accordingly, the resolution approving the Scheme at the Court Meeting was passed by a majority in number representing at least seventy-five per cent by number of votes of those present and voting at the Court Meeting (in person or by proxy).

Results of the General Meeting

At the General Meeting, Diversified shareholders passed each of the resolutions by the requisite majorities on a poll. The full text of each resolution is contained in the Notice of General Meeting.

The total number of votes cast in respect of each resolution is set out in the table below. Diversified’s issued share capital, excluding treasury shares, as at 6 November 2025 was 76,852,459 and the number of votes per share is one.

Resolution	For	%	Against	%	Withheld	Total Votes Cast
Ordinary Resolution: Approval of The Diversified Energy Company 2025 Equity Incentive Plan	51,856,597	94.83%	2,825,035	5.17%	232,977	54,914,609
Special Resolution: Authorise the directors to take actions for carrying the Scheme into effect, approve the reduction of capital, including cancellation of the share premium account, approve the capitalisation and cancellation of the merger reserves, and approve the amendment of the articles and re-registration of the Company and adoption of the post scheme articles	54,731,390	99.72%	156,273	0.28%	26,946	54,914,609

Completion of the Scheme

Completion of the Scheme remains subject to the sanction of the High Court of Justice in England and Wales, the hearing in respect of which is expected to take place on November 21, 2024. Subject to the 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. Copies of the resolutions passed at the Court Meeting and the Extraordinary General Meeting will be submitted shortly to the National Storage Mechanism, where they will be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

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	www.div.energy
FTI Consulting	dec@fticonsulting.com
U.S. & UK Financial Public Relations

About Diversified Energy Company PLC

Diversified is a leading publicly traded energy company focused on acquiring, operating, and optimizing cash-generating energy assets. 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) shareholders vote on at the Court Meeting on 10 November 2025?

Shareholders voted to approve a UK scheme of arrangement to create a Delaware parent (NewCo); the resolution passed with 58 For and 2 Against.

How many Diversified Energy (DEC) shares voted For the Scheme and what percent of issued capital is that?

54,739,048 shares voted For the Scheme, representing 71.23% of issued ordinary share capital.

What were the General Meeting results for the 2025 Equity Incentive Plan for DEC?

The 2025 Equity Incentive Plan was approved with 94.83% of votes cast in favour.

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

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

Will Diversified Energy (DEC) shares be listed after the scheme and when?

Shares of NewCo are expected to be listed on the NYSE and admitted to the FCA/LSE around 24 November 2025.

What approvals remain before the Diversified Energy (DEC) scheme completes?

The scheme requires sanction by the High Court of Justice and other regulatory approvals before it becomes effective.