22 April 2022

Pharos Energy plc

("Pharos" or the "Company" or, together with its subsidiaries, the "Group")

Annual Report & Accounts and Notice of Annual General Meeting

The Annual Report & Accounts of the Company for the year ended 31 December 2021 (in pdf and ESEF compliant format), a Shareholder Circular, which includes Notice of the 2022 Annual General Meeting, and a Form of Proxy are now available on the Company's website and can be accessed via www.pharos.energy.

Hard copies of the above two documents, together with a Form of Proxy, have been mailed to those shareholders having elected to receive paper copies.

In accordance with LR 9.6.1, copies of the above documents have also been submitted to the FCA's National Storage Mechanism and will shortly be available for inspection on the National Storage Mechanism's website, https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

This dissemination announcement is based upon the Company's announcement of Preliminary Results for the Year Ended 31 December 2021 made on 16 March 2022 with the addition of information required by Disclosure and Transparency Rule (DTR) 6.3.5R set out below in the Appendix.

Annual General Meeting ('AGM')

The 2022 Annual General Meeting will be held at Argyll, 8-10 Hill Street, London, W1J 5NG on 19 May 2022 at 9.00 a.m.

The Board has been considering how to deal with the ongoing impact of the COVID-19 pandemic on arrangements for the 2022 AGM. Our preference would have been to welcome shareholders in person to our 2022 AGM, particularly given the constraints we faced in 2020 and 2021, however due to the continued unpredictability and potential health risks from public gatherings because of the COVID-19 pandemic, the Board is planning to hold the AGM with minimal attendance at the venue for quorum purposes in order to conduct the business of the meeting. The health and wellbeing of our employees, shareholders and wider community is a priority for Pharos and our AGM arrangements must take this into account. Shareholders are therefore encouraged not to attend in person and instead to cast their votes by appointing the Chair of the Meeting as proxy to vote on their behalf. If, nonetheless, you wish to attend the AGM physically or appoint a person as your proxy other than the Chair of the Meeting, you are asked to register your intention to attend by email to [email protected] on reasonable notice, to allow the Company, if practical, to make appropriate arrangements. If you do not register your intention to attend in this way, this could result in either you or your proxy (if a person other than the Chair of the Meeting) not being permitted entry to the AGM.

The Board will continue to closely monitor the ongoing impact of COVID-19, and if it becomes necessary or appropriate to change the arrangements for the AGM to permit shareholder attendance, the Company will notify shareholders before the AGM via its website at www.pharos.energy and, where appropriate, through the release of an announcement to a Regulatory Information Service. The arrangements expected to be required for any shareholder seeking to attend the AGM may include appropriate social distancing and other protective measures, including requiring shareholders to produce a negative COVID-19 test prior to being admitted.

The Board recognises that the AGM is an important event for shareholders in the corporate calendar and is committed to ensuring that shareholders can exercise their right to vote and ask questions in connection with this meeting.

In light of the above, the AGM arrangements will be as set out below:

-     We are planning minimal attendance at the venue for quorum purposes to conduct the business of the meeting.

-     As set out above, shareholders are encouraged not to attend the Company's AGM in person and are instead encouraged to appoint the Chair of the Meeting as their proxy to vote on their behalf.

-     We encourage shareholders to submit questions about the business of the meeting on reasonable notice in advance of the meeting by email to [email protected] and in so far as relevant to the business of the meeting questions will be responded to by email, taken into account as appropriate at the meeting itself and made available on the Company's website in advance of the meeting at www.pharos.energy/investors/shareholder-centre/agm-gm/.

-     Voting at the AGM will be carried out by way of a poll so that the votes cast in advance and the votes of all shareholders appointing the Chair of the Meeting as their proxy to vote on their behalf can be taken into account.

-     There will be no update on trading or other management statements given at the AGM although a trading and operations update will be published on the Company's website before the AGM.

-     The results of the AGM will be announced as soon as practical after it has taken place.

Shareholders wishing to vote on any of the matters of business at the AGM are therefore strongly encouraged to:

-     Submit their votes (as soon as possible) in advance of the meeting through the proxy and electronic voting facilities and to appoint the Chair of the meeting as their proxy for this purpose.

-     Submit any questions in connection with the business of the meeting on reasonable notice in advance of the meeting to [email protected].

-     Look out for any updates in connection with the arrangements for the AGM via RNS and on the Company's website and for the announcement of the results of the AGM following the meeting.

Enquiries

Pharos Energy plc                                                                                                                                   Tel: 0207 603 1515

Tony Hunter, Company Secretary

Camarco                                                                                                                                                  Tel: 020 3757 4980

Billy Clegg | Rebecca Waterworth | Georgia Edmonds

Notes to editors

Pharos Energy plc is an independent oil and gas exploration and production company with a focus on sustainable growth and returns to stakeholders, which is listed on the London Stock Exchange. Pharos has production, development and/or exploration interests in Egypt, Vietnam and Israel. In Egypt, Pharos holds a 45% working interest share in the El Fayum Concession in the Western Desert, with IPR Lake Qarun, part of the international integrated energy business IPR Energy Group, holding the remaining 55% working interest. The El Fayum Concession produces oil from 10 fields and is located 80 km southwest of Cairo. It is operated by Petrosilah, a 50/50 joint stock company between the contractor parties (being IPR Lake Qarun and Pharos) and the Egyptian General Petroleum Corporation (EGPC). Pharos also holds a 45% working interest share in the North Beni Suef (NBS) Concession in Egypt, which is located immediately south of the El Fayum Concession. IPR Lake Qarun operates and holds the remaining 55% working interest in the NBS Concession.  In Vietnam, Pharos has a 30.5% working interest in Block 16-1 which contains 97% of the Te Giac Trang (TGT) field and is operated by the Hoang Long Joint Operating Company. Pharos' unitised interest in the TGT field is 29.7%. Pharos also has a 25% working interest in the Ca Ngu Vang (CVN) field located in Block 9-2, which is operated by the Hoan Vu Joint Operating Company. Blocks 16-1 and 9-2 are located in the shallow water Cuu Long Basin, offshore southern Vietnam. Pharos also holds a 70% interest in, and is designated operator of, Blocks 125 & 126, located in the moderate to deep water Phu Khanh Basin, north east of the Cuu Long Basin, offshore central Vietnam. In Israel, Pharos, together with Capricorn Energy PLC (formerly known as Cairn Energy PLC) and Israel's Ratio Oil Exploration, has eight licences offshore Israel. Each party has an equal working interest and Capricorn Energy is the operator.

Appendix

Following the release of the Company's Preliminary Results for the Year Ended 31 December 2021 made on 16 March 2022, additional information is set out below in accordance with DTR 6.3.5R.

1)  The following is extracted from page 121 of the Company's Annual Report and Accounts 2021 at www.pharos.energy.

Directors' Responsibility Statement

The Directors confirm that, to the best of each person's knowledge:

(a)  the Financial Statements set out on pages 123 to 162, which have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and in accordance with International Financial Reporting Standards as issued by the IASB, give a true and fair view of the assets, liabilities, financial position and loss of the Company and the Group taken as a whole;

(b)  this Directors' Report along with the Strategic Report, including each of the management reports forming part of these reports, includes a fair review of the development and performance of the business and the position of the Company and the Group taken as a whole, together with a description of the principal risks and uncertainties that they face and how these are being managed and mitigated as set out in the Risk Management and Risk Report on pages 43 to 57; and

(c)  the annual report and the Financial Statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for the shareholders to assess the Group's position, performance, business model and strategy.

Approved by the Board and signed on its behalf.

Sue Rivett

Chief Financial Officer

15 March 2022

2)  The following description of the principal risks and uncertainties is extracted from the Risk Management Report (pages 43 to 55) of the Annual Report and Accounts 2021 at www.pharos.energy.

Principal Risks and Uncertainties

A summary of the key risks affecting Pharos and how these risks are mitigated to enable the Company to achieve its strategic objectives is as follows.

Key to change in likelihood:  á Increase    ßà No Change    â Decrease    N New Risk

3)  The following is extracted from Note 35 to the Financial Statements (page 160) of the Annual Report and Accounts 2021 at www.pharos.energy. 

RELATED PARTY TRANSACTIONS

During the year, the Company recorded a net cost of $0.01m (2020: net cost of $0.01m) in respect of services rendered between Group companies.

Remuneration of key management personnel

The remuneration of the Directors of the Company, who are considered to be its key management personnel, is set out below in

aggregate for each of the categories specified in IAS 24 Related Party Disclosures. Further information about the remuneration of

individual Directors is provided in the audited part of the Directors' Remuneration Report on pages 102 to 116.

Directors' transactions

Pursuant to a lease dated 20 April 1997, Comfort Storyville (a company wholly owned by Mr Ed Story) has leased to the Group, office and storage space in Comfort, Texas, USA. The lease, which was negotiated on an arm's length basis, has a fixed monthly rent of $1,000.