RECOMMENDED ACQUISITION OF DCC ENERGY PLC

RNS Number : 9466N

Kohlberg Kravis Roberts & Co LP

27 July 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

THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.7 OF THE IRISH TAKEOVER RULES

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

27 JULY 2026

RECOMMENDED ACQUISITION OF

DCC ENERGY PLC ("DCC Energy") BY

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

TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT

UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014

Highlights

§ The boards of Bidco and DCC Energy are pleased to announce that they have reached agreement on the terms of a recommended acquisition by Bidco of the entire issued and to be issued share capital of DCC Energy.

§ The terms of the Acquisition, which will be subject to the Conditions and further terms set out in this Announcement, represent a total value of up to 6,797.22 pence in cash (the "Total Offer Value") for each DCC Energy Share comprised of:

§ 6,525 pence in cash (the "Base Consideration");

§ the final dividend of 147.22 pence for the financial year ended 31 March 2026 (the "Final Dividend") paid on 23 July 2026 to DCC Energy Shareholders on DCC Energy's register of members at the close of business on 29 May 2026; and

§ subject to certain conditions, an additional payment of up to 125 pence in cash (the "Technology Disposal Additional Consideration").

§ The Base Consideration and Final Dividend together value DCC Energy's entire issued and to be issued share capital at approximately £5.75 billion and represent an attractive premium as follows:

§ 24% to DCC Energy's undisturbed Closing Price of 5,380 pence on the Undisturbed Date, which was also DCC Energy's 52-week high share price at the Undisturbed Date;

§ 33% to DCC Energy's volume-weighted average price of 5,004 pence per DCC Energy Share for the three-month period ended on the Undisturbed Date;

§ 36% to DCC Energy's volume-weighted average price of 4,907 pence per DCC Energy Share for the twelve-month period ended on the Undisturbed Date;

§ 11% to the median analyst twelve-month forward target price of 6,000 pence per DCC Energy Share as of the Undisturbed Date;

§ a value higher than DCC Energy's closing share price at any point over the last five years; and

§ a meaningful premium to DCC Energy's average trading multiple since setting out the updated strategy for DCC Energy in 2022.

§ If the Technology Disposal Additional Consideration is paid in full, the premium levels set out above would increase by approximately 2-3%.

§ The Technology Disposal Additional Consideration will depend on the potential sale by DCC Energy of the Nexora Business, for which DCC Energy is currently undertaking a sales process. While no binding agreement has been entered into in relation to the sale as at the date of this Announcement, DCC Energy may, prior to the Effective Date, agree and complete the Technology Disposal if it determines that such a sale is in the best interests of DCC Energy Shareholders, subject to the terms of the Transaction Agreement and the Irish Takeover Rules.

§ In connection with any such Technology Disposal, DCC Energy Shareholders will, in addition to the Base Consideration, be entitled to receive the Technology Disposal Additional Consideration of up to 125 pence in cash per DCC Energy Share if the Technology Disposal Consideration Conditions are satisfied (or waived by Bidco at its sole discretion) before the Technology Disposal Long Stop Date. If the Technology Disposal Net Proceeds are between the Technology Disposal Hurdle and US$800 million, this amount will be between zero and 125 pence per share, calculated on a linear basis by reference to the amount of such Technology Disposal Net Proceeds. If the Technology Disposal Net Proceeds are greater than US$800 million, the maximum amount payable will be 125 pence per DCC Energy Share.

§ In calculating the Technology Disposal Net Proceeds, certain amounts comprising the Technology Disposal Proceeds Deductions shall be deducted. Technology Disposal Proceeds Deductions comprise adjustments, some of which will be material (including in respect of the cash on balance sheet of the Nexora Business at 31 March 2026), to the equity value of the Nexora Business to reflect the net cash proceeds to DCC Energy on completion of any sale. There can be no certainty, and no assurance is given, that any Technology Disposal Consideration Conditions will be satisfied or waived, or that any Technology Disposal Additional Consideration will become payable. Further details are set out in paragraph 3 (Details of the Technology Disposal and Technology Disposal Additional Consideration) and Appendix V to this Announcement.

§ As set out in further detail in paragraph 5 (DCC Energy Recommendation), the DCC Energy Board believes that the Acquisition represents a compelling and certain opportunity for DCC Energy Shareholders to realise value in cash today. Since DCC Energy announced an updated strategy for the Energy business in May 2022, with the ambition of doubling operating profit to £830 million by 2030[1] (the "2030 Ambition"), DCC Energy has delivered significant progress against the 2030 Ambition. DCC Energy has materially simplified the DCC Energy Group through the completed disposals of its former Healthcare and InfoTech businesses, and the Technology Disposal sale process is well-progressed. The DCC Energy Board remains confident in the standalone strategy, but recognises that delivering the remaining growth required to meet the 2030 Ambition would require sustained organic execution and successful M&A deployment against an uncertain macroeconomic, regulatory and energy transition backdrop. The DCC Energy Board has also taken into account that, despite extensive market engagement and the strategic progress made, DCC Energy has not sustainably re-rated in the public markets. Following a robust and lengthy negotiation with the Consortium, the DCC Energy Board considers that the Acquisition provides shareholders with an attractive premium, cash certainty and value at a level above that which DCC Energy has been able to achieve consistently in the public markets.

§ The DCC Energy Directors, who have been so advised by J.P. Morgan and UBS as to the financial terms of the Acquisition, consider the terms of the Acquisition as set out in this Announcement to be fair and reasonable. In providing their advice to the DCC Energy Board, J.P. Morgan 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 and represents the most effective route to realise value for shareholders.

§ Accordingly, the DCC Energy Directors intend to recommend unanimously that DCC Energy Shareholders vote in favour of the Acquisition and all of the Resolutions.

Comments on the Acquisition

§ Commenting on the Acquisition, Mark Breuer, Chair of DCC Energy, said:

"Since setting out its new strategy in 2022, DCC Energy has successfully repositioned to become a simpler, leaner, and more focused business. This strategic clarity has laid the foundations for sustainable long-term value creation as a leading multi-energy solutions provider.

I would like to recognise the exceptional contribution of our colleagues across DCC Energy, whose dedication, insight and ingenuity have been instrumental in delivering that successful transformation.

Whilst the DCC Energy Board remains confident in the energy strategy and associated 2030 Ambition announced in 2022, the Board believes the Consortium's offer represents a compelling opportunity for shareholders to crystallise value in cash at an attractive premium to DCC Energy's historical trading price.

We are confident that the Consortium will be strong stewards of DCC Energy's 50-year heritage and support the business during its next phase of growth."

§ Commenting on the Acquisition, Francesco Ciabatti, Partner at ECP, said:

"ECP is excited to begin this long-term partnership with DCC Energy and its exceptional employees. We look forward to working with the DCC Energy team to build on its long history of providing high quality and dependable service to its millions of customers. ECP has spent two decades investing in complex global energy infrastructure businesses and looks forward to bringing that experience to bear for DCC Energy, working alongside our consortium partners and the DCC Energy team to support its strategic initiatives, development, growth and industry leadership."

§ Commenting on the Acquisition, Ryan Miller, Managing Director, Infrastructure, at KKR, said:

"DCC Energy has built a leading position in energy distribution, and its transition to a pure-play energy business further sharpens its strategy. The company is at an important moment, and delivering the next phase of this transition across a complex asset base will require significant operational transformation against the backdrop of a changing and volatile energy market. KKR has a long track record as an active owner in energy infrastructure and services, and we intend to draw on our global platform, operational expertise and sector experience to support DCC Energy's ambition to become a leading global energy business."

Irrevocable Undertakings

§ Bidco has received irrevocable undertakings from each of the DCC Energy Directors who hold, or hold interests over, DCC Energy Shares to vote (or, where applicable, procure the voting), in favour of the Resolutions at the Scheme Meeting and the EGM as applicable (or, if the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer) 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 (which in aggregate represent approximately 0.28% of the issued share capital of DCC Energy as of the Latest Practicable Date).

§ Further details of these irrevocable undertakings, including the circumstances in which they may lapse, are set out in paragraph 6 (Irrevocable Undertakings) and Appendix II to this Announcement.

Timetable and Conditions

§ It is intended that the Acquisition will be implemented by way of a High Court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Act (or, if Bidco elects, subject to the terms of the Transaction Agreement, compliance with the Irish Takeover Rules and with the consent of the Irish Takeover Panel, a Takeover Offer).

§ Under the terms of the Scheme, Bidco will pay the Cash Consideration to the Scheme Shareholders in consideration of either the cancellation of their Cancellation Shares or (in the case of the Scheme Shareholders holding Transfer Shares) the transfer to Bidco of the Transfer Shares. If the Scheme is implemented, at the Effective Time, all Cancellation Shares will be cancelled and any Transfer Shares will be transferred to Bidco in accordance with the Scheme. In respect of the Cancellation Shares, DCC Energy will issue to Bidco such number of new DCC Energy Shares as is equal to the number of Cancellation Shares cancelled. As a result of these arrangements, DCC Energy will become a wholly-owned Subsidiary of Bidco.

§ If on, or after, the date of this Announcement and prior to the Effective Time, any dividend and/or other distribution and/or other return of capital is announced, declared, made or paid or becomes payable in respect of the DCC Energy Shares, Bidco reserves the right to reduce the Base Consideration by an amount per DCC Energy Share up to the amount of such dividend and/or distribution and/or return of capital, in which case any reference in this Announcement or the Scheme Document to the Base Consideration will be deemed to be a reference to the Base Consideration as so reduced.

§ The Acquisition is conditional on, among other things:

§ the approval of the Scheme by members of each class of DCC Energy Shareholders present and voting, either in person or by proxy, at the Scheme Meeting(s) representing, at the Voting Record Time, at least three-fourths (75%) in value of the DCC Energy Shares of that class held by such DCC Energy Shareholders present and voting;

§ the EGM Resolutions being duly passed by the requisite majority of DCC Energy Shareholders at the EGM;

§ the Scheme being sanctioned by the High Court (with or without material modification, but subject to any such modification being acceptable to each of Bidco and DCC Energy); and

§ the High Court having confirmed the related reduction of capital.

§ The Scheme must become Effective by no later than 23:59 (London time) on the End Date.

§ The Scheme is also subject to the satisfaction (or, where applicable, waiver) of the other Conditions to, and certain further terms of, the Acquisition and the Scheme set out in Appendix I to this Announcement. The Scheme Document will contain the full terms of the Scheme, the notices convening the Scheme Meeting(s) and the EGM and the expected timetable for completion of the Acquisition, and will specify the action to be taken by DCC Energy Shareholders to vote on the Resolutions.

§ The Scheme Document will be sent (together, where relevant, with the relevant forms of proxy) as soon as practicable and, in any event, within 28 calendar days after the date of this Announcement (save with the consent of the Irish Takeover Panel) to DCC Energy Shareholders and, for information only, to DCC Energy Participants.

§ It is expected that the Scheme Meeting and the EGM will be held as soon as is practicable in September 2026. The Scheme is expected to become Effective in Q1 2027, subject to the satisfaction or (where applicable) waiver of the Conditions set out in Appendix I to this Announcement.

Information relating to ECP, KKR and Bidco

Information relating to ECP

§ ECP, founded in 2005, is a leading equity and credit investor across energy transition infrastructure, with a focus on investing in electricity and sustainability infrastructure providing reliable, affordable and clean energy. ECP combines deep domain expertise with a value-added, operationally focused investment approach. Since inception, ECP has secured more than US$40 billion in capital commitments from institutional investors globally. ECP is the infrastructure investment platform of Bridgepoint Group Plc (LSE: BPT.L), a London-listed global leader in middle-market private equity, credit, infrastructure and secondaries. Together, they manage approximately US$98 billion in combined assets under management.

§ ECP is among the most active investors in North American and UK energy infrastructure across the energy value chain, including renewables, environmental infrastructure, natural gas marketing, and downstream infrastructure. Over the course of ECP's history, it has invested over US$23 billion in clean energy assets, utilising a partnership-led approach to better position businesses for the energy transition and future growth initiatives.

§ ECP's current and realised portfolio of UK investments includes Grain LNG, Europe's largest LNG regasification terminal; Biffa, a leading integrated waste management and circular economy business; Atlantica, an owner and operator of a large, diversified portfolio of contracted renewable and power assets; and Triton Power Partners, a portfolio of natural gas power generation assets in the UK.

Information relating to KKR

§ KKR is a leading global investment firm with US$758 billion in assets under management as of 31 March 2026. With 50 years of experience, KKR invests globally across infrastructure, real estate, private equity and credit, and also offers capital markets and insurance solutions.

§ KKR has significant experience and deep roots in infrastructure investing. KKR established its Global Infrastructure strategy in 2008 and has since been one of the most active private infrastructure investors around the world with a team of approximately 160 dedicated infrastructure executives. As of 31 March 2026, KKR's infrastructure platform had approximately US$107 billion in assets under management. KKR will invest in the Acquisition primarily through its Global Infrastructure strategy.

§ KKR is a long-standing investor in the energy sector, having deployed more than US$57 billion (£43 billion) of equity globally into related investments since 2008. KKR has an extensive track record of investing in leading energy and energy distribution businesses and working collaboratively to scale them as global leaders and further their transition strategies.

§ The Acquisition further builds on KKR's presence and investment activity in the UK and Ireland, where KKR has a long track record and employs over 650 executives. KKR has been investing in the UK for thirty years with a permanent presence and local investment professionals since the opening of the firm's London office in 1999. KKR has invested approximately US$37 billion (£28 billion) of equity through its infrastructure, real estate and private equity strategies in the UK and Ireland, completing over 70 transactions. In Ireland, KKR has maintained a prominent local presence through its Dublin office since 2014.

§ In the UK and Ireland, KKR's infrastructure investments in energy and energy services businesses include ContourGlobal, John Laing, Smart Metering Systems, Viridor, and Zenobē. Globally, KKR's investments include Avantus, CleanPeak Energy, Encavis, GreenVolt, IGNIS P2X, Port Arthur LNG, Sempra Infrastructure, Serentica Renewables and Zenith Energy, among others.

Information relating to Bidco

§ Bidco is a private company limited by shares incorporated under the laws of Ireland for the purpose of implementing the Acquisition and is indirectly wholly owned by ECP and KKR. Bidco has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition. Further details in relation to Bidco will be contained in the Scheme Document.

Information relating to DCC Energy

§ DCC Energy is a leader in multi-energy sales and distribution in Europe and the US. The DCC Energy Group serves millions of customers across the commercial & industrial, public and domestic sectors. DCC Energy delivers mainly off-grid energy solutions, led by liquid gas, and operates service stations and fleet services. The DCC Energy Group supplies the secure, cleaner and competitive energy that customers need, supporting industrial processes, heating homes, and keeping transport moving. DCC Energy does this while supporting customers through the transition with the energy and services they need next.

§ DCC Energy is a public limited company incorporated in Ireland. DCC Energy Shares are listed on the Official List and admitted to trading on the Main Market of the London Stock Exchange (LSE: DCC). DCC Energy is a constituent of the FTSE 100. In its 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.

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its appendices.

The Conditions to, and certain further terms of, the Acquisition and the Scheme are set out in Appendix I to this Announcement. The Acquisition and the Scheme will also be subject to further terms to be set out in the Scheme Document.

Certain terms used in this Announcement are defined in Appendix III to this Announcement. Appendix II contains further details of the irrevocable undertakings and Appendix IV sets out certain sources of information and bases of calculation contained in this Announcement. Appendix V sets out further particulars relating to the Technology Disposal Additional Consideration.

Enquiries

Consortium

FGS Global (Communications Adviser to the Consortium)

James Murgatroyd

Faeth Birch

Alastair Elwen

Sophia Johnston

[email protected]

DCC Energy

Conor Murphy, Chief Financial Officer

Tel: +353 1 2799 400

Sodali & Co (Communications Adviser to DCC Energy)

Eavan Gannon
Pete Lambie

[email protected]

Goldman Sachs International and Morgan Stanley & Co. International plc are acting as lead financial advisers to the Consortium and Bidco. Barclays Bank PLC acting through its Investment Bank and BNP Paribas are acting as financial advisers to the Consortium and Bidco.

J.P. Morgan Cazenove is acting as financial adviser and corporate broker to DCC Energy. UBS is acting as financial adviser and corporate broker to DCC Energy. J&E Davy is acting as corporate broker to DCC Energy.

Gibson, Dunn & Crutcher UK LLP is acting as English legal adviser to KKR and Bidco. Latham & Watkins (London) LLP is acting as English legal adviser to ECP and Bidco. Matheson LLP is acting as Irish legal adviser to ECP and Bidco. Arthur Cox LLP is acting as Irish legal adviser to KKR. Kirkland & Ellis International LLP is acting as legal adviser to Bidco in respect of the debt financing.

Cleary Gottlieb Steen & Hamilton LLP and William Fry LLP are, respectively, acting as English and Irish legal advisers to DCC Energy.

Inside Information

This Announcement contains inside information and has been issued pursuant to Regulation (EU) No. 596/2014 of the European Parliament and the Council of 16 April 2014 on Market Abuse as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time. The date and time of this Announcement is the same date and time that it has been communicated to the media. The person responsible for arranging the release of this Announcement on behalf of DCC Energy is Darragh Byrne, Chief Risk Officer and General Counsel of DCC Energy.

Statements required by the Irish Takeover Rules

The ECP Responsible Persons accept responsibility for the information contained in this Announcement, other than information relating to: (i) DCC Energy, the DCC Energy Group, the DCC Energy Directors and members of their immediate families, related trusts and persons connected with them; and (ii) KKR, the KKR Responsible Persons and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the ECP Responsible Persons (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.

The KKR Responsible Persons accept responsibility for the information contained in this Announcement, other than information relating to: (i) DCC Energy, the DCC Energy Group, the DCC Energy Directors and members of their immediate families, related trusts and persons connected with them; and (ii) ECP, the ECP Responsible Persons and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the KKR Responsible Persons (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.

The Bidco Directors accept responsibility for the information contained in this Announcement, other than information relating to: (i) DCC Energy, the DCC Energy Group, the DCC Energy Directors and members of their immediate families, related trusts and persons connected with them; (ii) ECP, the ECP Responsible Persons and members of their immediate families, related trusts and persons connected with them; and (iii) KKR, the KKR Responsible Persons and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Bidco 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.

The DCC Energy Directors accept responsibility for the information contained in this Announcement, other than information relating to: (i) Bidco, the Bidco Group, the Bidco Directors and members of their immediate families, related trusts and persons connected with them; (ii) ECP, the ECP Responsible Persons and members of their immediate families, related trusts and persons connected with them; (iii) KKR, the KKR Responsible Persons and members of their immediate families, related trusts and persons connected with them; and (iv) the Consortium. 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 advisers

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan"), 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 adviser 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 nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither J.P. Morgan 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 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 as to the contents of this Announcement.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom. UBS is acting exclusively as financial adviser to DCC Energy and no one else in connection with the Acquisition. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to herein.

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.

Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively as financial adviser to the Consortium and Bidco, and for no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Consortium or Bidco for providing the protections afforded to clients of Goldman Sachs, or for providing advice in connection with the matters referred to in this Announcement. Neither Goldman Sachs nor any of Goldman Sachs' subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs in connection with this Announcement, any statement contained herein or otherwise.

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the PRA and regulated by the PRA and the FCA in the United Kingdom, is acting exclusively as financial adviser to the Consortium and Bidco, and for no one else in connection with the matters referred to in this Announcement and neither Morgan Stanley nor any of its affiliates, nor their respective directors, officers, employees or agents will be responsible to anyone other than the Consortium or Bidco for providing the protections afforded to its clients or for providing advice in relation to the possible Acquisition, the contents of this Announcement or any other matters referred to in this Announcement. Neither Morgan Stanley, its affiliates nor any of their respective directors, officers, employees and 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 Morgan Stanley in connection with this Announcement, any statement contained herein or otherwise.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for the Consortium and Bidco and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Consortium or Bidco for providing the protections afforded to clients of Barclays nor for providing advice in connection with the matters referred to in this Announcement. Neither Barclays nor any of Barclays' subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Barclays in connection with this Announcement, any statement contained herein or otherwise.

BNP Paribas ("BNP Paribas") is authorised and regulated by the European Central Bank and the Autorité de Contrôle Prudentiel et de Résolution. BNP Paribas is authorised by the PRA and is subject to regulation by the FCA and limited regulation by the PRA. Details about the extent of BNP Paribas' regulation by the PRA are available from BNP Paribas on request. BNP Paribas has its registered office at 16 Boulevard des Italiens, 75009 Paris, France and is registered with the Companies Registry of Paris under number 662 042 449 RCS and has ADEME identification number FR200182_01XHWE. BNP Paribas London Branch is registered in the UK under number FC13447 and UK establishment number BR000170, and its UK establishment office address is 10 Harewood Avenue, London NW1 6AA. BNP Paribas is acting as financial adviser exclusively for the Consortium and Bidco and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than the Consortium or Bidco for providing the protections afforded to clients of BNP Paribas or for providing advice in relation to the matters described in this Announcement or any transaction or arrangement referred to herein.

No Offer or Solicitation

The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the Takeover Offer Document), which will contain the full 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 adviser.

Notice to U.S. Shareholders in DCC Energy

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 Act. 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.

The financial information included in this Announcement has been prepared in accordance with IFRS and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

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.

U.S. shareholders also should be aware that the transaction contemplated herein may have tax consequences in the United States and that such consequences, if any, are not described herein. U.S. shareholders are urged to consult with legal, tax and financial advisers.

In accordance with, and to the extent permitted by, the Irish Takeover Rules and normal Irish and UK market practice and Rule 14e-5(b) of the U.S. Exchange Act, J.P. Morgan, UBS, Davy, Goldman Sachs, Morgan Stanley, Barclays and BNP Paribas 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, 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.

Cautionary Statement Regarding Forward-Looking Statements

This Announcement contains certain forward-looking statements with respect to Bidco, ECP, KKR and DCC Energy. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "prepare", "believe", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, budgets, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of members of the Bidco Group, ECP, KKR or the DCC Energy Group; and (iii) the effects of government regulation on the business of members of the Bidco Group, ECP, KKR or the DCC Energy Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Bidco, ECP, KKR or DCC Energy (or any member of the Bidco Group or the DCC Energy Group) or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither Bidco, ECP, KKR nor DCC Energy (nor any member of the Bidco Group or the DCC Energy Group) undertake any obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

Disclosure requirements of the Irish Takeover Rules

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 the offeree company, 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 p.m. (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 +353 1 678 9020.

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.

No profit forecast or estimate

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share, for Bidco, ECP, KKR or DCC Energy, respectively for the current or future financial years would necessarily match or exceed any historical published earnings or earnings per share for Bidco, ECP, KKR or DCC Energy respectively. No statement in this Announcement constitutes an estimate of the anticipated financial effects of the Acquisition.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, subject to the terms of the Transaction Agreement, compliance with the Irish Takeover Rules and with the consent of the Irish Takeover Panel (if required), to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of DCC Energy (other than any Excluded Shares) as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on terms at least as favourable to DCC Energy Shareholders (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendments referred to in Appendix I to this Announcement and in the Transaction Agreement.

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 the Acquisition Websites, in each case 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.

Availability of hard copies

Any DCC Energy Shareholder or DCC Energy Participant may request a copy of this Announcement in hard copy form by submitting a request in writing to Company Secretary, DCC Energy plc, Leopardstown Road, Foxrock, Dublin 18, Ireland or by email to [email protected] or by calling telephone number +353 (01) 279 9400 between 9.00 a.m. and 5.00 p.m. (London time), Monday to Friday (excluding Irish public holidays). Any written requests must include the identity of the DCC Energy Shareholder or DCC Energy Participant (as applicable) and hard copy documents will be posted to the address of the DCC Energy Shareholder or DCC Energy Participant provided in the written request.

A hard copy of this Announcement will not be sent to any DCC Energy Shareholder or DCC Energy Participant unless such a request is made. Any DCC Energy Shareholder or DCC Energy Participant making any such request may also request that all future documents, announcements and information required to be sent to that person by DCC Energy or Bidco, as the case may be, in relation to the Acquisition should be sent by DCC Energy or Bidco to that person in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables or forms may vary slightly and figures shown as totals in certain tables or forms may not be an exact arithmetic aggregation of the figures that precede them.

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 will be 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, Bidco, ECP, KKR and DCC Energy disclaim any responsibility or liability for the violations of any such restrictions by any person.

THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.7 OF THE IRISH TAKEOVER RULES

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

27 JULY 2026

RECOMMENDED ACQUISITION OF

DCC ENERGY PLC ("DCC Energy")

BY DRAGON BIDCO LIMITED ("Bidco")

TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT

UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014

1 Introduction

The boards of Bidco and DCC Energy are pleased to announce that they have reached agreement on the terms of a recommended acquisition by Bidco of the entire issued and to be issued share capital of DCC Energy.

2 Summary Terms of the Acquisition

The Acquisition is subject to the Conditions set out in Appendix I to this Announcement and other terms set out in this Announcement and to be set out in the Scheme Document.

The terms of the Acquisition, which will be subject to the Conditions and further terms set out in this Announcement, represent a total value of up to 6,797.22 pence in cash (the "Total Offer Value") for each DCC Energy Share comprised of:

§ 6,525 pence in cash (the "Base Consideration");

§ subject to certain conditions, an additional payment of up to 125 pence in cash (the "Technology Disposal Additional Consideration").

The Base Consideration and Final Dividend together value DCC Energy's entire issued and to be issued share capital at approximately £5.75 billion and represent an attractive premium as follows:

§ 24% to DCC Energy's undisturbed Closing Price of 5,380 pence on the Undisturbed Date, which was also DCC Energy's 52-week high share price at the Undisturbed Date;

§ 33% to DCC Energy's volume-weighted average price of 5,004 pence per DCC Energy Share for the three-month period ended on the Undisturbed Date;

§ 36% to DCC Energy's volume-weighted average price of 4,907 pence per DCC Energy Share for the twelve-month period ended on the Undisturbed Date;

§ 11% to the median analyst twelve-month forward target price of 6,000 pence per DCC Energy Share as of the Undisturbed Date;

§ a value higher than DCC Energy's closing share price at any point over the last five years; and

§ a meaningful premium to DCC Energy's average trading multiple since setting out the updated strategy for DCC Energy in 2022.

If the Technology Disposal Additional Consideration is paid in full, the premium levels set out above would increase by approximately 2-3%.

Details of the Technology Disposal Additional Consideration are set out further in paragraph 3 (Details of the Technology Disposal and Technology Disposal Additional Consideration) and Appendix V to this Announcement.

If on, or after, the date of this Announcement and prior to the Effective Time, any dividend and/or other distribution and/or other return of capital is announced, declared, made or paid or becomes payable in respect of the DCC Energy Shares, Bidco reserves the right to reduce the Base Consideration by an amount per DCC Energy Share up to the amount of such dividend and/or distribution and/or return of capital, in which case any reference in this Announcement or the Scheme Document to the Base Consideration will be deemed to be a reference to the Base Consideration as so reduced.

It is intended that the Acquisition will be implemented by means of a High Court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Act (or, if Bidco elects, subject to the terms of the Transaction Agreement, compliance with the Irish Takeover Rules and with the consent of the Irish Takeover Panel, a Takeover Offer). The Acquisition and the Scheme are subject to the Conditions and certain further terms which are set out in Appendix I to this Announcement and which will be set out in the Scheme Document. The Acquisition and the Scheme will also be subject to the further terms to be set out in the Scheme Document.

The sources and bases of information contained in this Announcement to calculate the implied value of the Acquisition are set out in Appendix IV to this Announcement.

3 Details of the Technology Disposal and Technology Disposal Additional Consideration

Technology Disposal

DCC Energy is currently undertaking a sales process for the Nexora Business. While no binding agreement has been entered into in relation to the sale as at the date of this Announcement, DCC Energy may, prior to the Effective Date, agree and complete the Technology Disposal if it determines that such a sale is in the best interests of DCC Energy Shareholders, subject to compliance with the Transaction Agreement and the Irish Takeover Rules.

In addition to the Base Consideration, DCC Energy and the Consortium have agreed that DCC Energy Shareholders will be entitled to receive an amount equal to the Technology Disposal Additional Consideration if the following conditions are satisfied (or waived by Bidco at its sole discretion) before the Technology Disposal Long Stop Date:

§ a Technology Disposal Agreement having been entered into and not having been terminated before the Effective Date;

§ the Acquisition having become Effective;

§ the Technology Disposal Completion having occurred by the Technology Disposal Long Stop Date (being 31 July 2027);

§ the Technology Disposal Net Proceeds exceeding the Technology Disposal Hurdle;

§ a member or members of the DCC Energy Retained Group (or after the Effective Date, a member of the Combined Group) having received (whether by payment in cash in USD or by settlement) the Technology Disposal Proceeds; and

§ the Relevant Technology Disposal Amounts having been determined pursuant to paragraph 7 of Schedule 6 of the Transaction Agreement,

(the "Technology Disposal Consideration Conditions").

If any of the Technology Disposal Consideration Conditions are not satisfied (or waived by Bidco at its sole discretion) prior to the Technology Disposal Long Stop Date, DCC Energy Shareholders will not receive any Technology Disposal Additional Consideration.

The Technology Disposal Consideration Conditions relate to whether DCC Energy Shareholders will be entitled to receive, and Bidco shall be required to pay, the Technology Disposal Additional Consideration. The Acquisition is not conditional upon the satisfaction of the Technology Disposal Consideration Conditions.

Amount and Determination of the Technology Disposal Additional Consideration

Amount

The maximum Technology Disposal Additional Consideration payable per DCC Energy Share is 125 pence. The minimum Technology Disposal Additional Consideration payable per DCC Energy Share is zero.

The Technology Disposal Additional Consideration shall be an amount per DCC Energy Share equal to the Technology Disposal Per Share Amount, so that, by way of example, the Technology Disposal Additional Consideration payable per DCC Energy Share would be:

§ 125 pence if the Technology Disposal Net Proceeds are equal to or greater than US$800 million,

§ nil if the Technology Disposal Net Proceeds are equal to or less than the Technology Disposal Hurdle; and

§ an amount between zero and 125 pence, calculated on a linear basis, if the Technology Disposal Net Proceeds are between the Technology Disposal Hurdle and US$800 million.

In calculating the Technology Disposal Net Proceeds, certain amounts comprising the Technology Disposal Proceeds Deductions shall be deducted. Technology Disposal Proceeds Deductions comprise adjustments, some of which will be material (including in respect of the cash on balance sheet of the Nexora Business at 31 March 2026), to the equity value of the Nexora Business to reflect the net cash proceeds to DCC Energy on completion of any sale.

The Irish Takeover Panel has agreed that Bidco and DCC Energy may redact certain details of the Transaction Agreement relating to the Technology Disposal, in light of the commercial sensitivity of that information for the ongoing sales process. Bidco and DCC Energy will provide a further update in due course.

Determination

The Technology Disposal Additional Consideration, if payable, shall be determined in the manner set out below:

§ If a Technology Disposal Completion occurs prior to the Effective Date, the Relevant Technology Disposal Amounts shall be as agreed between DCC Energy and Bidco in the manner set out in the Transaction Agreement prior to the Effective Date and binding on Bidco.

§ If a Technology Disposal Completion occurs on or after the Effective Date, the Relevant Technology Disposal Amounts shall be determined by the Technology Disposal Committee in the manner set out in the Transaction Agreement and binding on Bidco.

§ If the Relevant Technology Disposal Amounts are not agreed as set out above (a "Deadlock"), and are not resolved within five (5) Business Days of the Deadlock arising, the matter shall be referred to the Expert for a final and binding determination of the Relevant Technology Disposal Amounts in accordance with the Transaction Agreement.

Payment of the Technology Disposal Additional Consideration

Subject to satisfaction (or waiver by Bidco at its sole discretion) of all of the Technology Disposal Consideration Conditions, Bidco shall pay, or procure the payment of, the Technology Disposal Additional Consideration as follows:

§ if the Technology Disposal Consideration Conditions are satisfied (or waived by Bidco at its sole discretion) on or prior to the Effective Date, the Technology Disposal Additional Consideration shall be paid not later than fourteen (14) days following the Effective Date; and

§ if the Technology Disposal Consideration Conditions are satisfied (or waived by Bidco at its sole discretion) after the Effective Date, the Technology Disposal Additional Consideration shall be paid not later than fourteen (14) days following the Technology Disposal Consideration Conditions having been satisfied (or waived by Bidco at its sole discretion),

in each case, in accordance with, and pursuant to, the terms and conditions of the Scheme (or, if the Acquisition is implemented by way of a Takeover Offer in accordance with, and pursuant to, the terms and conditions of the Takeover Offer).

The payment of the Technology Disposal Additional Consideration by Bidco shall not result in any adjustment to the Base Consideration payable in respect of the Acquisition.

Exchange Rate

Where any amount relating to the Technology Disposal and the Technology Disposal Additional Consideration is in any currency other than USD and it needs to be converted into USD for the purposes of calculating the Technology Disposal Additional Consideration (including related concepts) such amount shall be converted into USD (as applicable) at the Exchange Rate.

Announcement obligations

If a Technology Disposal Agreement is entered into, materially varied or terminated or if the Technology Disposal Completion occurs, in each case prior to the Effective Date, as soon as practicable and within two Business Days, DCC Energy shall, following consultation with Bidco, make an announcement via a Regulatory Information Service setting out key particulars of the Technology Disposal Agreement, its variation or termination and the consequences to the DCC Energy Shareholders, as applicable.

If the Technology Disposal Completion occurs on or after the Effective Date, Bidco shall make an announcement via a Regulatory Information Service setting out the Technology Disposal Additional Consideration payable to the DCC Energy Shareholders and timing for such payment, within two Business Days following the date on which a member of the Combined Group receives the Technology Disposal Proceeds. If no Technology Disposal Additional Consideration will be payable to the DCC Energy Shareholders, Bidco shall state that in such announcement.

Bidco and/or DCC Energy, as applicable, shall make any announcement as required by the Irish Takeover Panel in connection with the Technology Disposal Additional Consideration via a Regulatory Information Service.

Non-transferable

The entitlement to receive the Technology Disposal Additional Consideration may not be transferred, in whole or in part, other than in respect of a Permitted Transfer. Any attempted transfer of the entitlement to receive the Technology Disposal Additional Consideration, in whole or in part, in contravention of this restriction shall be of no effect.

Other terms

Certain further particulars of the Technology Disposal Additional Consideration are set out in Appendix V to this Announcement.

The entitlement of the eligible DCC Energy Shareholders to receive the Technology Disposal Additional Consideration will be conditional on the satisfaction (or waiver by Bidco in its sole discretion) of all of the Technology Disposal Consideration Conditions. There is no certainty and there can be no assurance that all or any Technology Disposal Consideration Conditions will be satisfied or waived, or that all or any of the Technology Disposal Additional Consideration will become payable. If any of the Technology Disposal Consideration Conditions are not satisfied (or waived by Bidco at its sole discretion) by the Technology Disposal Long Stop Date, the Technology Disposal Additional Consideration will be zero.

The Technology Disposal Additional Consideration is non-transferable (other than pursuant to a Permitted Transfer) and an unsecured obligation of Bidco to make (subject to the satisfaction of the Technology Disposal Consideration Conditions) a one-off cash payment to all eligible DCC Energy Shareholders (as at the Scheme Record Time), pursuant to the terms of the Scheme. The Technology Disposal Additional Consideration will not be evidenced by a certificate or other instrument and will not be registered or listed for trading (including on any stock exchange). The Technology Disposal Additional Consideration will not have any voting or dividend rights and will not represent any equity or ownership interest in Bidco, DCC Energy, the Bidco Group or the DCC Energy Group. The Technology Disposal Additional Consideration will be governed by Irish law.

The Irish Takeover Panel has determined that an estimate of the value of the Technology Disposal Additional Consideration in accordance with Rule 24.11 of the Irish Takeover Rules will not be required to be included in the Scheme Document.

4 Background to and reasons for the Acquisition

DCC Energy is a high-quality international energy distributor. It has leading positions in its markets, a resilient operating model, and a track record of strong cash generation from its core energy products and mobility businesses coupled with a scalable Energy Services platform. DCC Energy operates across 16 countries serving approximately 10 million customers annually, accessing a diverse mix of end markets.

Bidco views DCC Energy as being at an important point in its development. In November 2024, DCC Energy announced its intention to simplify the DCC Energy Group's operations, focusing on the growth and development of DCC Energy. Strong progress has been made to create a focused energy group and the ongoing Technology Disposal is the last milestone in transforming DCC Energy into a pure-play energy leader. This simplification will allow DCC Energy to focus exclusively on helping customers navigate the energy transition. DCC Energy's Energy Services platform is well positioned to help customers optimise their energy spend, benefit from decarbonisation and respond to the broader evolution of energy demand. Combining stable and dependable cash flows from its core businesses with the growing Energy Services offering positions DCC Energy as a key multi-solution energy solutions provider for its customers.

As DCC Energy becomes a focused energy company, Bidco sees clear opportunities from that strategic transition. At the same time, this transition will take place in an energy market shaped by changing macroeconomic, geopolitical and regulatory factors. Successful execution will require significant patience and adaptation to navigate the inevitable volatility and challenges that lie ahead.

Against this backdrop, Bidco believes DCC Energy's existing strategy can be accelerated under private ownership with access to capital, operational focus and enhanced strategic flexibility to pursue growth opportunities with greater speed and consistency. In particular, private ownership would allow DCC Energy to pursue inorganic growth in fragmented LPG markets where independent operators remain widespread, building on DCC Energy's proven M&A track record. As a private company, DCC Energy's management team will have more flexibility to invest capital to support DCC Energy customers.

Bidco believes that ECP and KKR would bring highly complementary capabilities to the ownership of DCC Energy, combining ECP's specialist expertise in energy and environment infrastructure and KKR's global infrastructure platform and operational resources. Both have substantial experience in complex public-to-private transactions and in supporting businesses through periods of strategic evolution under private ownership, which is particularly relevant to DCC Energy. Both also bring substantial on-the-ground resources and expertise in energy infrastructure in DCC Energy's priority growth markets, including in executing M&A opportunities. ECP's acquisition of Calpine saw more than US$900 million invested to build a clear energy-transition story and KKR's acquisition of ContourGlobal and Albioma featured the repositioning of both businesses from coal-fired generation into clean energy and renewables.

Together, KKR and ECP provide the experience, capabilities and patient capital to add value as long-term partners to DCC Energy as it navigates the continually evolving energy landscape and progresses through its next phase of growth. Bidco recognises the significant contribution of DCC Energy's management team and employees, and intends to support them by leveraging the Consortium's global value-creation resources to deliver best-in-class asset management.

5 DCC Energy Recommendation

The DCC Energy Directors, who have been so advised by J.P. Morgan and UBS as to the financial terms of the Acquisition, consider the terms of the Acquisition as set out in this Announcement to be fair and reasonable. In providing their advice to the DCC Energy Board, J.P. Morgan 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 and represents the most effective route to realise value for shareholders.

Accordingly, the DCC Energy Directors intend to recommend unanimously that DCC Energy Shareholders vote in favour of the Acquisition and all of the Resolutions.

Background to and Reasons for the Recommendation

Since DCC Energy announced an updated strategy for the Energy business in May 2022, with the ambition of doubling operating profit to £830 million by 2030[2] (the "2030 Ambition") and accelerating the net zero journey of its customers, the DCC Energy Board has been pleased with the progress made. From FY22 to FY26, or in the first four years of DCC Energy's eight-year strategy, the Energy business has delivered £147 million of operating profit growth, representing approximately 35% of the operating profit growth required to meet the 2030 Ambition. This growth has been delivered through a combination of organic growth and M&A. DCC Energy has also made strong progress on its simplification strategy, announced in 2024, with the disposals of DCC Healthcare and InfoTech completed and the process to dispose of the Nexora Business well progressed.

Looking forward, the DCC Energy Board remains confident in DCC Energy's ability to execute on the 2030 Ambition. Doing so will require a further £275 million of operating profit growth in the remaining four years from FY26 to FY30. As set out at the 2026 full year results, DCC Energy expects c.£115 million of that remaining growth to come from organic profit growth and the remaining c.£160 million to come from acquisition growth.

In assessing the proposal, the DCC Energy Board has carefully considered the value of the cash certainty of the Acquisition today against the fundamental value of the standalone business, with three principal considerations:

(i) DCC Energy's ability to continue delivering the required level of organic profit growth against an uncertain macroeconomic, regulatory and transition backdrop

DCC Energy is pleased by the level of organic profit growth delivered in the last four years. However, continued delivery of the level of organic profit growth required to meet the 2030 Ambition is not without execution risk. While over the longer-term DCC Energy continues to believe its markets can deliver performance in line with these expectations, recent macroeconomic, political and regulatory uncertainty has demonstrated the potential for volatility in DCC Energy's markets, including the rate of adoption of new energy solutions. Additionally, the timing for the required transition away from hydrocarbons and the shift in business model to deliver new energy solutions continues to be a focus and source of uncertainty for equity market investors.

(ii) DCC Energy's ability to secure the required level of M&A-led growth at prices that are accretive to DCC Energy shareholders

The remaining c.£160 million of anticipated operating profit growth is expected to come from acquisition-led growth. This element of DCC Energy's 2030 Ambition will require the successful deployment of material capital into acquisition opportunities. DCC Energy is confident of its ability to source these opportunities given the fragmented nature of DCC Energy's end markets, but successful delivery will rely on both being able to find willing sellers and securing those assets at prices that are accretive to DCC Energy's shareholders. Both of these factors are not wholly within DCC Energy's control.

(iii) DCC Energy's standalone valuation prospects assuming execution of DCC Energy's strategy

Since setting out its plan in May 2022, DCC Energy has undertaken extensive market education on the Energy business and its prospects. DCC Energy has held (i) its Leading with Energy Capital Markets Day in May 2022; (ii) its Energy Insights Day in September 2023; and (iii) its strategy update to simplify the DCC Energy Group and focus on the Energy business in November 2024. DCC Energy's 2030 Ambition and the acceleration of the net zero journey of its customers has been a consistent feature of this market education since the Leading with Energy strategy was announced in May 2022. The 2030 Ambition has been central to each of DCC Energy's results presentations in recent years.

In addition, DCC Energy has invested significant time and resources into its Investor Relations activities, increasing its presence at equity market conferences and other market events. DCC Energy has also enhanced the level of disclosure associated with its Energy business over the same timeframe.

Despite the performance of the Energy business and strategic progress made to date, there has been no evidence of a sustained change in the rating of DCC Energy shares. Over the last 15 years, the Energy business has always been the largest component of DCC Energy. Having successfully completed the disposals of DCC Healthcare and InfoTech, and announced its objective to agree the Technology Disposal during the calendar year 2026, the market has had clarity on the structure of the go-forward DCC Energy Group and has accordingly established a broad consensus on value. Whilst DCC Energy has enjoyed the support of a number of committed shareholders, wider market interest has been held back by concerns that the business remains predominantly focused on hydrocarbon distribution and is thus exposed to an uncertain period of energy transition, as well as concerns over the long-term prospects of hydrocarbons.

The DCC Energy shareholder register has become more concentrated in recent years and the number of market participants that have engaged in the story has reduced over time. Despite the progress made and the simplification of the DCC Energy Group, DCC Energy has found it difficult to attract new investors. Feedback from DCC Energy's thorough and regular engagement with current and potential new investors indicates that DCC Energy's exposure to low-volume growth end markets weighs on perceived terminal value and, in turn, DCC Energy's trading multiple. Consequently, DCC Energy has traded at a broadly consistent multiple of operating profit since its strategy update in May 2022.

This backdrop was further evidenced through the successful £600 million tender offer DCC Energy executed in December 2025, following the disposal of DCC Healthcare. DCC Energy Shareholders were invited to tender their DCC Energy Shares within a price range of 5,020 to 5,320 pence per DCC Energy Share. The auction price was struck at 5,170 pence per DCC Energy Share, a 3% premium to the closing price of 5,020 pence per DCC Energy Share, on 14 November 2025, being the last Business Day prior to the formal announcement of the circular in relation to the tender offer. The tender offer was oversubscribed at the strike price and subject to scaling. The tender offer reduced the issued share capital of DCC Energy by 12%.

Prior to reaching agreement on the terms of the offer, the DCC Energy Board engaged in a robust and lengthy negotiation process with the Consortium. Following the rejection of the initial proposal, the Consortium made a further six proposals, culminating in a revised proposal that represents a Total Offer Value of up to 6,797.22 pence in cash per DCC Energy Share, comprising an offer of 6,525 pence in cash, the Final Dividend, plus the Technology Disposal Additional Consideration. The DCC Energy Board has also taken into consideration that in the approximately 12 weeks since the beginning of the Offer Period, no other parties beyond the Consortium have announced a possible or firm offer for DCC Energy.

It is against this backdrop that DCC Energy has carefully assessed the terms of the Acquisition. In assessing, and before concluding that it intends to recommend, the Acquisition, the DCC Energy Board carefully considered the value to shareholders of certainty in cash today, at a premium to DCC Energy's undisturbed trading price and at a valuation multiple higher than DCC Energy has been able to sustainably achieve in public markets. The DCC Energy Board has compared this to the opportunity to deliver better value in the future, whilst being mindful of the risks and time involved in delivering that value, which requires both: (i) successful execution of DCC Energy's medium-term strategy; and (ii) a change in the way the wider equity market views the valuation and rating of DCC Energy.