Slides
Page 1
Sooner Synergy September 8, 2025 E x p a n d i n g L e a d e r s h i p P o s i t i o n i n O k l a h o m a A c q u i s i t i o n o f C a n v a s E n e r g y
Page 2
The information contained in this document (the "Presentation") has been prepared by Diversified Energy Company PLC (“Diversified” or the "Company”). This Presentation is for general information purposes only and does not constitute an invitation or inducement to any person to engage in investment activity. While the information contained herein has been prepared in good faith, neither the Company nor any of its shareholders, directors, officers, agents, employees or advisers give, have given or have authority to give, any representations or warranties (express or implied) as to, or in relation to, the accuracy, reliability or completeness of the information in this Presentation, or any revision thereof, or of any other written or oral information made or to be made available to any interested party or its advisers (all such information being referred to as "Information") and liability therefore is expressly disclaimed. Accordingly, neither the Company nor any of its shareholders, directors, officers, agents, employees or advisers take any responsibility for, or will accept any liability whether direct or indirect, express or implied, contractual, tortious, statutory or otherwise, in respect of, the accuracy or completeness of the Information or for any of the opinions contained herein or for any errors, omissions or misstatements or for any loss, howsoever arising, from the use of this Presentation. This Presentation contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and business of the Company and its wholly owned subsidiaries (the “Group”). All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. These forward-looking statements, which contain the words "anticipate", "believe", "intend", "estimate", "expect", "may", "will", "seek", "continue", "aim", "target", "projected", "plan", "goal", "achieve" and words of similar meaning, reflect the Company's beliefs and expectations and are based on numerous assumptions regarding the Company's present and future business strategies and the environment the Company and the Group will operate in and are subject to risks and uncertainties that may cause actual results to differ materially. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company or the Group to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's or the Group's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of regulators and other factors such as the Company's or the Group's ability to continue to obtain financing to meet its liquidity needs, the Company’s ability to successfully integrate acquisitions, changes in the political, social and regulatory framework in which the Company or the Group operate or in economic or technological trends or conditions. The list above is not exhaustive and there are other factors that may cause the Company's or the Group's actual results to differ materially from the forward-looking statements contained in this Presentation, Including the risk factors described in the “Risk Factors” section in the Company’s Annual Report and Form 20-F for the year ended December 31, 2024, filed with the United States Securities and Exchange Commission. Forward-looking statements speak only as of their date and neither the Company nor the Group nor any of its respective directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where it would be required to do so under applicable law. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Presentation may not occur. As a result, you are cautioned not to place undue reliance on such forward- looking statements. Past performance of the Company cannot be relied on as a guide to future performance. No statement in this Presentation is intended as a profit forecast or a profit estimate and no statement in this Presentation should be interpreted to mean that the financial performance of the Company for the current or future financial years would necessarily match or exceed the historical published for the Company. This Presentation should not be considered as the giving of investment advice by the Company or any of its shareholders, directors, officers, agents, employees or advisers. The distribution of this Presentation in or to persons subject to other jurisdictions may be restricted by law and persons into whose possession this Presentation comes should inform themselves about, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of the laws of the relevant jurisdiction. Certain key operating metrics that are not defined under IFRS (alternative performance measures) are included in this Presentation. These non-IFRS measures are used by us to monitor the underlying business performance of the Company from period to period and to facilitate comparison with our peers. Since not all companies calculate these or other non-IFRS metrics in the same way, the manner in which we have chosen to calculate the non-IFRS metrics presented herein may not be compatible with similarly defined terms used by other companies. The non-IFRS metrics should not be considered in isolation of, or viewed as substitutes for, the financial information prepared in accordance with IFRS. Certain of the key operating metrics set forth [below][in this Presentation] are based on information derived from our regularly maintained records and accounting and operating systems. The financial information in this Presentation does not contain sufficient detail to allow a full understanding of the results of the Company. Please refer to the full results announcement for more detailed information. It is our intention that all of the information provided during this Presentation or in any follow-up discussion will either be publicly available information or, if not publicly available, information that we do not believe constitutes inside information or material non- public information about the Company. However, you are under an obligation to assess independently for yourself whether you are in possession of inside information, and when you cease to be in possession of inside information. 2September 2025
Page 3
3September 2025 ($MM) DEC – June ‘25 Canvas Energy Pro Forma(1) Current Production (Mmcfe/d)(a) 1,135 147 1,282 Liquids Volume Weighting 27% 57% 30% 2025E Adj. EBITDA / NTM EBITDA(b) $850 $155 $1,005 2025E FCF / NTM FCF(c) $420 $123 $543 Oklahoma Acreage Position 1.3M 0.25M 1.6M 2025E Net Leverage(d) 2.6x 0.6x 2.6x EXPANDING SOONER STATE LEADERSHIP WITH CANVAS ENERGY a) Diversified exit rate production for June 2025. Canvas Energy production as of July 2025 b) Diversified 2025 Management Adjusted EBITDA Guidance (midpoint of range) as previously announced by Diversified,. Internal Management Projections for Canvas NTM EBITDA for the next twelve months based upon the effective date of July 1, 2025 c) Diversified 2025 Management Adjusted FCF Guidance as previously announced by Diversified and includes the value of anticipated cash proceeds from 2025 asset optimization, Internal Projections for Canvas for the twelve months based upon the effective date of July 1, 2025. d) Diversified Net Debt to EBITDA as of August 11, 2025 and 2025 Adjusted EBITDA Guidance midpoint of range) as previously announced by Diversified. Canvas Energy Leverage based on current Canvas corporate debt of $98M and NTM EBITDA. Leverage Neutral Structure with Nominal Equity Issuance DEC Pro-Forma leverage post-close stays at 2.6x DEC Shareholders maintain ~96% of pro-forma entity Accretive on Financial and Operational Metrics ~18% & ~29% growth in Adjusted EBITDA and Free Cash Flow ~13% increase in production volumes and incremental increase in liquids weighting Strengthening Position as Leading PDP Operator Total pro-forma production of 1.3 Bcfe/d(a) and ~1.6 million net acres in Oklahoma Significant Operational Overlap Tight proximity to DEC footprint & workforce creates immediate operational synergies Additional Optionality for Portfolio Optimization Canvas includes undeveloped locations and adds contiguous acreage positions in Oklahoma for further asset optimization from development or divestiture $550MM purchase price represents ~3.5x EBITDA(b) multiple, with tremendous opportunity for synergy capture and asset optimization potential from undeveloped acreage
Page 4
4September 2025 TRANSACTION OVERVIEW - CARLYLE PARTNERSHIP IN ACTION a) Ordinary Shares of 20p each, Share Price of $16.24 (Calculated using the 10-Day VWAP ended on September 4, 2025 for shares traded on NYSE); subject to closing adjustments. • Expected to close in fourth quarter 2025 • Customary regulatory clearance Approvals and Timing • Diversified shareholders: ~96%(a) • Canvas unit holders: ~4%(a) Combined Ownership Consideration • Acquisition of Canvas Energy for $550MM (subject to other purchase price adjustments) Transaction Structure • Up to ~$400MM in ABS with The Carlyle Group • ~$100MM cash consideration funded via current liquidity, cash flows received at close • ~3.4MM (~$55MM) Diversified common shares issued(a) to Canvas Energy unit holders
Page 5
5September 2025 CONTIGUOUS AND COMPLEMENTARY: CANVAS ENERGY ✓ Meaningful Overlap With DEC Oklahoma Portfolio • Acreage Concentrated in Major, Kingfisher, and Canadian Counties • Avg. Working Interest of ~79%, including 3,171 net mineral acres ✓ Long-Lived Assets with Liquids and Natural Gas Exposure • 5-Year avg. base annual decline of 16% with 57% liquids weighting • 570 net wells, including 385 net operated wells ✓ High Quality Undeveloped Acreage • Provides optionality for portfolio optimization activities • Recently drilled wells are high margin (63% liquids) with average IRR of 51%(a) on undeveloped locations ✓ Midstream & Marketing • Well-positioned in the Central Anadarko Basin with significant oil takeaway optionality • Majority of volumes shipped to two local refiners, with the ability to receive premium pricing Key Statistics 2025 Production(b): 24 Mboepd / 147 MMcfepd Oil%/NGL%/NG%: ~30% / ~27% / ~43% NTM EBITDA(c): ~$155 MM Net Acres: ~241k PV-10 Value(d): ~$690 MM Canvas Acreage Map a: Based on Management Database at strip pricing as of 08/07/2025 b: Canvas Energy Production as of July 2025 c: Diversified 2025 Management Adjusted EBITDA Guidance (midpoint of range) as previously announced by Diversified. Internal Management Projections for Canvas NTM EBITDA for the next twelve months based upon the effective date of July 1, 2025 d: Canvas PDP PV-10 includes producing wells, current wells in progress and certain development evaluation locations; based upon internal Company analysis, using current strip prices as of August 7, 2025 New Map Coming Total Net Well Count High Density Low Density
Page 6
6September 2025Source: Company management DEC INFRASTRUCTURE GENERATES MEANINGFUL UPSIDE OPPORTUNITY DEC & Canvas - Oklahoma FootprintPost-Integration Cost Reduction Run-rate yearly G&A savings post-integration expected to be realized over 6-12 months Portfolio Optimization Upside ✓ Acquired Leasehold is contiguous with recently sold acreage with pricing of ~$1,500 to ~$2,000/acre Execution of Operational Synergy Playbook Field-level cost savings: Smarter Asset Management, overlapping footprint and scale create opportunity ✓ Labor - Well services - R&M costs - Compression - Water & Chemicals Meaningful synergies plus additional incremental value can be realized with Canvas under Diversified ownership relative to value on a standalone basis
Page 7
7September 2025 -0.1x 0.4x 0.6x 0.7x 0.7x 0.7x 1.3x 2.1x 2.3x 2.6x 2.6x Peer 6 8% 6% 35% 32% 8% 0% 30% 27% 11% 37% 57% $2,613 $2,084 $1,128 $720 $543 $483 $478 $420 $123 -$16 -$124 7,083 6,482 3,436 2,227 1,697 1,283 1,282 1,135 1,043 205 147 EXE EQT AR RRC CNX CRK DEC + CE DEC GPOR INR Canvas PRO FORMA GROWTH EFFECTS RELATIVE TO PEERS Natural Gas E&P’s Size and Scale Consistent Leverage Cash Generation 2025E Production (MMcfe/d) 2025E Leverage(2) 2025E Free Cash Flow ($MM)(1) + % Liquids Source: Company Filings, Management and FactSet as of 8/18/2025.. Peers Include, AR, CNX, CRK, EXE, EQT, GPOR, INR, and RRC (1) FCF defined as Operating Cash Flow (OCF) Less Capital Expenditures (Capex) and interest expense. Diversified 2025 Management Adjusted FCF Guidance and includes the value of anticipated cash proceeds from 2025 asset optimization, Internal Projections for Canvas for the twelve months based upon the effective date of July 1, 2025. (2) 2025E YE Net Debt divided by EBITDA. DEC leverage calculated using LTM EBITDA. Canvas Energy Leverage based on current Canvas corporate debt of $98M and NTM EBITDA. + + Peer 1 Peer 2 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8Peer 3 Peer 1 Peer 2 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Peer 3 Peer 1 Peer 2 Peer 4 Peer 5 Peer 7 Peer 8Peer 3 DEC: Inclusive of ~70% non-recourse ABS debt
Page 8
8September 2025 In-Basin Acquisition Framework THOUGHTFUL APPROACH TO ACCRETIVE GROWTH a) Value of completed acquisitions based on the on previously announced gross valuation, includes the Canvas Energy, Summit Natural Resources and Maverick Natural Resources acquisitions closed in 2025. b) Share repurchases include the value of shares repurchase through Diversified announced Share Repurchase Program and the value of shares purchased by Diversified’s Employee Benefit Trust (the “EBT”) through August 1, 2025. c) Includes dividends paid and declared during the calendar year 2025. Valuation • Mid-teens or greater PV value on producing assets • Targeting 2.0x-4.0x EBITDA / Purchase Price • Accretive to per-share FCF and EBTIDA Operations & Synergies • Meaningful operating footprint overlap • Tangible administrative and operational synergies • Potential upside from acreage or PUD inventory not underwritten in valuation Financing • Ability to utilize ABS structure (Carlyle Partnership) • Lowers corporate leverage Accretive Acquisitions ~$2.0 billion of recently completed acquisitions(a) Strategic Share Repurchases ~$43 million value of shares repurchased(b) Fixed per-share Dividend ~$62 million in Dividend Distributions(c) Systematic Debt Reduction $130 million of debt principal payments DEC Capital Allocation Achievements in 2025 Canvas adds to our portfolio of cash generating assets
Page 9
9September 2025 STRATEGIC CONSOLIDATION WITH TANGIBLE UPSIDE OPPORTUNITIES Carlyle Partnership Underpins Transaction Funding, and Demonstrates Increased Financing Capabilities DEC Infrastructure Generates Meaningful Administrative and Operational Synergies Strategic Transaction Builds on Industry Leading Scale in Oklahoma Transaction is Accretive to Key Financial Metrics, and Improves Out-year Corporate Leverage Undeveloped Inventory Position Creates Optimization Opportunities + Best-in-Class Smarter Asset Management Platform Across Contiguous Oklahoma Footprint