Annual

report

2025

www.panoroenergy.com

P a n o r o E n e r g y

Directors’ Report Sustainability Report Annual Statement of Reserves Financial Reports Country-By-Country Report

Sustainability Report

General Disclosures 31

Environment 38

Social 48

Business Conduct 56

Data Appendices 58

Annual Statement of Reserves

Introduction 79

Disclaimer 79

Panoro Asset Portfolio 80

Management Discussion and Analysis 81

2P Development 81

Annex Reserves Statement 82

Introduction

Panoro Energy ASA (‘Panoro’ or ‘the

Company’) is an independent exploration

and production company based in London

and listed on the main board of the Oslo

Stock Exchange with the ticker PEN.

Panoro holds production, exploration and

development assets in Africa, namely

interests in Block-G, Block EG-01 and Block

EG-23 offshore Equatorial Guinea, the

Dussafu Marin, Niosi Marin and Guduma

Marin Licences offshore southern Gabon,

the TPS operated assets in Tunisia and

onshore Exploration Right 376 in South

Africa.

About this Report

This year, Panoro is enhancing its approach

to reporting by integrating our Annual and

Sustainability Reporting. This report is

structured into five main sections: Directors’

Report, Sustainability Report, Annual

Statement of Reserves, Financial Reports

and Country-By-Country Report.

The scope of this report comprises

Panoro’s activity and performance for

the period from 1 January 2025 to 31

December 2025, unless otherwise stated.

Financial Reports

Consolidated Statement of Comprehensive Income 84

Consolidated Statement of Financial Position 85

Consolidated Statement of Changes In Equity 86

Consolidated Cash Flow Statement 87

Notes to the Consolidated Financial Statements 88

Parent Company Income Statement 123

Parent Company Balance Sheet 124

Parent Company Statement of Cash Flow 125

Notes to the Financial Statements 126

Annual Report on Executive Remuneration Policies 134

Statement Of Directors’ Responsibility 139

Auditor’s Report 140

Country-By-Country Report

Country-By-Country Report 2025 144

About Panoro 8

Operations 8

Financial Review 13

Financial Performance and Activities 13

Allocation of Profits and Losses 16

Funding 17

Principal Risks and Uncertainties 17

Corporate Governance 22

Directors’ Report

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Directors’ Report Sustainability Report Annual Statement of Reserves Financial Reports Country-By-Country Report

Financial and Operational Highlights

Financial Highlights (in USD 000)

2025 2024

Oil Revenue 199,356 267,886

Underlying operating profit/(loss) before tax 7,841 76,534

EBITDA 96,166 152,187

EBIT 29,727 95,395

Net Profit/(Loss) (13,096) 60,678

Operational Metrics

2025 2024

Oil sales (bbls) net 3,060,330 3,497,957

Average production - working interest (bopd) 10,263 9,950

2P Reserves (MMbbls) net working interest 41.0 42.3

2C Contingent Resources (MMbbls) net working interest 56.4 25.6

Operational and Corporate Highlights

Working

interest

Production averaged

10,263 bopd

Reserves &

Resources

2P reserves at 31/12/25

41.0 MMbbls

2C resources

56.4 MMbbls

Zero Safety Incidents

Company controlled safety performance maintained with no major

safety incidents for the past six years

Financial

Outlook

Resilient financial

performance with reported oil

revenue of USD 199.4 million

Oil Discovery

Significant discovery

of 34 metres of net oil

pay at Bourdon well. The

discovery is being matured

to FID during 2026

Production

Group working interest

production in 2025 averaged

10,263 bopd, a new record

high for Panoro

Distributions

In 2025, the Company

distributed a total of NOK

411 million to shareholders,

comprising cash distributions

of NOK 320 million share

buybacks of NOK 91 million

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Directors’ Report Sustainability Report Annual Statement of Reserves Financial Reports Country-By-Country Report

EQUATORIAL GUINEA GABON TUNISIA SOUTH AFRICA

Company Summary

Assets

Panoro Offices

The Company maintains its registered address in Oslo and has offices in London, Malabo, Libreville and Tunis.

Detailed information on all the assets is included in the Operations section of the Directors report on page 8.

Interest in Block G 14.25%

Interest in Block EG-01 56%

Interest in Block EG-23 80%

Interest in Dussafu Marin permit 17.4997%

Interest in Niosi and Guduma 25%

Interest in TPS assets 49% Application for ER 376 100%

Panoro Energy ASA - 2025 Annual Report | 4

Directors’ Report Sustainability Report Annual Statement of Reserves Financial Reports Country-By-Country Report

Dear Fellow Shareholders,

I am pleased to present Panoro Energy’s

Annual Report for 2025, a year in which the

Company continued to deliver strong operational

performance, maintained financial resilience and

advanced several high value growth initiatives

despite a softer commodity price environment.

Across our operations in Gabon, Equatorial

Guinea and Tunisia, our respective remarkable

teams remained focused on safety, efficiency

and responsible operations, enabling us to make

meaningful cash distributions to shareholders

while also progressing both organic and external

growth opportunities.

A major highlight was the Bourdon oil discovery

offshore Gabon, where we discovered the largest

hydrocarbon column identified to date in the

Dussafu Permit and which represents another

important milestone in the continued successful

growth of our asset base. Following the period

end, in Q1 2026 we further strengthened our

position in Equatorial Guinea by announcing the

transformational acquisition of an entity that

holds a 40.375 percent working interest in Block

G (subject to completion), a transaction that

significantly enhances our reserves, production

and long term cash flow potential.

2025 was another year of generally very good

HSSE performance. The health and safety of

our people, contractors and host communities

together with minimising our environmental

impact continue to be at the core of how we

conduct our business. We promote a strong

safety culture at every Panoro location. In Tunisia

at our jointly operated TPS Asset, we continue to

be focused on eliminating routine gas flaring by

2030, which remains our most significant climate

related project. Gabon and Equatorial Guinea

are non-operated positions for Panoro. Within

our role as an active JV partner, we support the

respective operators BW Energy and Trident

Energy who have also maintained an excellent

HSSE performance.

Further to the announcement in October that

Mr John Hamilton, Panoro’s Chief Executive

Officer had taken a leave of absence for personal

family reasons, I would like to take a moment

to express our immense gratitude for his

invaluable contributions over the last decade. I

feel honoured to be an interim custodian of his

remarkable legacy. The impact of his instrumental

stewardship on the strength of our company

cannot be overstated.

Macro Environment

The Brent oil price averaged USD 69 per barrel

in 2025, approximately 15 percent lower than

the 2024 average of USD 81 per barrel. Market

conditions during the year were shaped by

a structural over supply and muted global

demand growth, resulting in a generally bearish

pricing environment. While geopolitical events

created periods of volatility, the dominant trend

throughout 2025 was downward pressure on

prices. Entering 2026, Brent was trading around

USD 60 per barrel before rising sharply above

USD 110 per barrel in March in response to

the US - Iran conflict, introducing a significant

geopolitical risk premium and increased volatility

into oil markets at the time of writing. Obviously

with the recent substantial increase in oil prices

as we begin the second quarter of 2026, I find

myself reflecting and looking ahead on what

might be a very exciting and transformational year

for Panoro.

Panoro is an energy business

contributing directly and

indirectly to economies

across Africa and Europe

Executive Chairman Letter

JULIEN BALKANY

Executive Chairman

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Directors’ Report Sustainability Report Annual Statement of Reserves Financial Reports Country-By-Country Report

Resilient Financial Performance

The weaker oil price environment in 2025 and

lower year-on-year volume of crude oil sold is

reflected in Panoro’s financial results for the

year. Revenue in 2025 was 24 percent lower

year-on-year at USD 216.8 million, of which USD

199.4 million was generated from crude sales

of 3.1 million barrels sold at an average realised

price of USD 65.14 per barrel after customary

adjustments and fees (compared to crude sales

of 3.5 million barrels and realised oil price of USD

76.57 per barrel in 2024).

EBITDA was down 37 percent at USD 96.2 million

while profit before tax was USD 3.9 million after

impairments of USD 16.1 million, primarily in

relation to past unsuccessful exploration costs at

Block S offshore Equatorial Guinea. Reported net

loss for the year was USD 13.1 million.

Net cash inflow from operations for 2025 was

USD 74.4 million against capital expenditures

of USD 40 million, reflecting the lower levels of

development activity and drilling undertaken

in the year. Panoro continues to maintain a

conservative balance sheet and ended the year

with cash at bank of USD 77.0 million, the only

outstanding debt at end 2025 being the USD 150

million senior secured bond issued in November

2024.

Record Annual Group Production

Group working interest production averaged

10,263 bopd in 2025, representing a new annual

record for Panoro. At Dussafu, production

remained stable with high uptime and strong

underlying field performance. Following

completion of an expanded eight-well production

drilling campaign in late 2024, no new production

wells were drilled at Dussafu in 2025, activity in

the year being mainly focused on preparations

for the upcoming four-well MaBoMo Phase 2

production drilling campaign scheduled to begin

mid 2026, with first oil expected in the second half

of the year. Post period end in April 2026 we were

delighted to announce a material time extension

of the Dussafu production Sharing Contract up

to 2053. This represents a key catalyst towards

realising the blocks full economic potential in

the coming years by supporting future phases

of development, maximising production of 2P

reserves and unlocking the material contingent

and prospective resource potential of not just

Dussafu but also the neighbouring Niosi and

Guduma blocks where Panoro also has an

interest.

In Equatorial Guinea, production was impacted

by mechanical issues affecting some of the

subsea multiphase flow pumps at Ceiba. Repairs

undertaken during late 2025 and early 2026

have progressively restored production, and a

structured intervention programme is underway

to fully return the block to its production potential

by early 2027.

In Tunisia, various workovers and well

interventions were carried out during the year,

supported by ongoing planning for the future

development of the Rhemoura field. Although

certain activities were affected by regulatory

timelines in country, the longer term potential

for restoring production to prior levels remains

compelling.

Prioritising HSSE

Safety remains fundamental to our operations,

and in 2025 we continued to strengthen the

culture, systems and behaviours that underpin

safe performance across the business. At TPS,

our multi-year HSSE improvement programme

progressed through its next phase, with

continued focus on leadership engagement, Life

Saving Rules, STOP Cards, risk assessment tools

and procedure updates designed to embed safer

ways of working across both employees and

contractor teams. This effort was supported by

ongoing training and regular oversight through

our governance processes. We are pleased

to report that our direct workforce recorded

zero fatalities and zero recordable work-related

accidents in 2025. The Panoro and integrated

contractor teams at TPS recorded one Lost Time

Injury during the year. This event underlined the

importance and messaging of our ‘HSSE: For

Life’ campaign, which continued to drive a focus

on a robust safety culture, strengthened incident

reporting, enhanced root cause analysis, and

timely follow-up actions.

Exploration activities

Significant New Oil Discovery Offshore

Gabon

In March 2025, Panoro announced the Bourdon

oil discovery at Dussafu, a significant exploration

success for the Company. The exploration well

encountered around 34 metres of net oil pay in

the Gamba reservoir, the largest hydrocarbon

column identified at Dussafu to date. An appraisal

sidetrack subsequently confirmed a further 11

metres of net oil pay in a different area of the

structure, reinforcing the scale and quality of the

accumulation. The operator estimates Bourdon

to contain approximately 56 million barrels of oil

in place, of which around 25 million barrels are

considered recoverable. The discovery has the

potential to form a new development hub within

Panoro Energy ASA - 2025 Annual Report | 6

Directors’ Report Sustainability Report Annual Statement of Reserves Financial Reports Country-By-Country Report

the block, analogous to Tortue and Hibiscus/

Ruche, and is being advanced toward a planned

final investment decision in 2026.

Across the broader Dussafu, Niosi and Guduma

acreage, the extensive 3D seismic acquisition

which was completed in early 2026 will help

enable the identification of additional high impact

drilling opportunities. In Equatorial Guinea at

Block EG 23, reprocessed seismic and ongoing

subsurface work are further maturing the Estrella

discovery and surrounding prospectivity. Estrella’s

reservoir quality, test history and proximity to

infrastructure make it a promising candidate for a

future fast track tie back development.

Sustainability

Panoro remains committed to responsible

operations, continuous improvement and the

reduction of emissions intensity across its

portfolio. In 2025, the Company made further

progress in advancing its decarbonisation

strategy, supported by improved emissions

measurement and stronger data integrity. The

Company has a target of reducing greenhouse

gas emissions intensity by 50 percent of its

2023 performance by 2030. This target creates

a clear framework for tracking performance and

will be reviewed and refined as further emissions

reduction opportunities are assessed.

Shareholder Returns

Panoro’s share price regrettably closed the year

down 27.3 percent, underperforming the Brent oil

price which closed the year down 19.4 percent

and the Oslo All Share Index which closed the

year up 18.0 percent.

Notwithstanding the weaker oil price

environment, our strong operational performance

in 2025 allowed us to increase our quarterly cash

distribution paid out during the calendar year to

an aggregate amount of NOK 320 million, or NOK

80 million per quarter, an increase of 39.1 per

cent on cash distributions made during calendar

year 2024. Under the Company’s share buyback

programme we also purchased NOK 91 million of

Panoro shares on the open market during 2025,

bringing total cash returned to shareholders for

the year to NOK 411 million, representing an

implied total yield of approximately 15 percent.

For calendar year 2026 the Company’s permitted

shareholder distribution capacity is USD 21.6

million (50 per cent of free cash flow to equity),

equivalent to approximately NOK 205 million

based on prevailing foreign exchange rates at the

time of calculation. The Board’s sensible view is

to assess distributions over the course of 2026

on a quarterly basis with due consideration for

the Company’s capital allocation options due

to the announced acquisition of the additional

interest in Block G from Kosmos Energy and

expected date of completion as well as taking into

account various factors, including but not limited

to, realised oil prices, operational performance,

current and anticipated cash needs in a range of

market scenarios.

Accretive Production Acquisition

Post Period End

In February 2026 we were pleased to announce

that Panoro had entered into a definitive

agreement with Kosmos Energy to acquire the

Kosmos subsidiary that holds, through a wholly

owned entity, a 40.375 per cent non-operated

interest in Block G offshore Equatorial Guinea.

Block G contains the producing Ceiba field and

Okume Complex in which Panoro already owns

a 14.25 per cent interest which as a result will

increase to 54.625 per cent upon closing.

The acquisition marks a defining milestone

in Panoro’s high value growth journey and is

both transformational and fully aligned with the

disciplined and accretive growth strategy that has

guided Panoro over many years. Block G has been

core to Panoro’s success since we purchased our

initial 14.25 per cent working interest in February

2021. Our deep understanding of the producing

Ceiba field and Okume complex gives us strong

confidence in the assets’ long term potential and

ability to continue generating material cash flow

to enhance total shareholder returns.

The scale and strategic fit of this acquisition,

making Panoro the largest partner in Block G,

are clear. It more than doubles Panoro’s reserves

base, substantially increases production, and

will enhance the frequency and size of our crude

liftings, driving meaningful long-term cash flow

expansion. At an upfront purchase cost of USD

3.91 per 2P barrel, it represents an attractive

multiple for Panoro. This is precisely the type of

accretive M&A opportunity that supports our true

ambition to continue building a leading African

focused independent E&P company with a robust

and sustainable cash generative platform.

Outlook

As we enter 2026 I find myself reflecting with

gratitude and strong optimism on the strong

momentum we continue to build at Panoro and a

line-of-sight on material production and organic

and external growth.

The MaBoMo Phase 2 drilling campaign at

Dussafu, combined with the completion of the

Block G acquisition, places the Company on a

pathway towards achieving group working interest

production of 20,000 bopd during the course

of 2027. We remain committed to converting

the strong fundamentals of our asset base into

sustainable shareholder returns while maintaining

a disciplined approach to capital allocation, a

modest net leverage ratio and pursuing further

accretive growth opportunities.

Finally, I would like to extend my sincere

appreciation to our shareholders, employees,

partners and all other stakeholders for their

continued support. I have had the privilege of

spending time with a lot of them over the last

couple of months and I feel renewed confidence

in the strength, depth and resilience of our core

upstream business. With a strengthened portfolio,

a robust financial position and an exciting

pipeline of growth catalysts ahead, Panoro is well

positioned to continue building long term value

for all stakeholders.

Julien Balkany

Executive Chairman, Panoro Energy ASA

21 April 2026

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Directors’ Report

Directors’

Report

This Directors’ Report provides an

overview of the Board’s stewardship,

key decisions, and financial and

operational performance during

the year, together with our strategic

priorities for the period ahead.

About Panoro 8

Operations 8

Financial Review 13

Financial Performance and Activities 13

Allocation of Profits and Losses 16

Funding 17

Principal Risks and Uncertainties 17

Corporate Governance 22

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Directors’ Report

EG-10

Douala

Kribi

Bioko

Island

CAMEROON

EQUATORIAL

GUINEA

25 Kms

Malabo

Block EG-23

Block G & EG-01

EG-24

Block W

EG-21

OKUME

COMPLEX

CEIBA

Elon

Oveng

Ebano

Akom

Okume

EG-01

SENDJE-CEIBA

FPSO

About Panoro

Panoro Energy ASA is an independent exploration and production (E&P) company listed on the Oslo

Stock Exchange with ticker PEN. The Company holds production, development, and exploration assets

in North, West and Southern Africa.

Operations

Operations in Equatorial Guinea

Panoro has interests in the producing fields in Block G (Okume Complex and Ceiba) and the

neighbouring operated exploration blocks EG-01 and EG-23.

Block G, Ceiba Field & Okume Complex (Panoro 14.25% WI)

The Ceiba Field and Okume Complex, comprising

six offshore oil fields, are Panoro’s core producing

assets in Equatorial Guinea. Gross daily

production in 2025 at Block G averaged 20,376

bopd.

Production was positively impacted by the two

new production wells, C-45 in Ceiba and OF-19 in

Okume, which were brought online following the

2025 drilling campaign.

Subsea equipment related downtime negatively

impacted production from the Ceiba field during

the year. The partnership is actively restoring the

equipment to bring Ceiba production back to full

potential during the course of 2026.

An active programme of well workovers were

executed throughout the year, including ESP

replacements and acid stimulations, ensuring

sustained uptime and performance. Furthermore,

investments were made in long term facility

upgrades on both the Ceiba FPSO, subsea

and surface systems to secure long term

performance of the assets.

The Joint Venture is actively evaluating further

infill opportunities across both assets for future

drilling campaigns.

In February 2026 the Company announced that

it has entered into a definitive agreement with

Kosmos Energy to acquire an additional 40.375%

interest in Block G, offshore Equatorial Guinea.

Amongst customary completion conditions, the

acquisition is subject to CEMAC anti-competition

approval and is expected to complete during the

second half of 2026.

In April 2026, Netherland, Sewell and Associates,

Inc. (NSAI) independently certified the following

reserves and resources for Block G as at 31

December 2025:

• Gross 1P Proved Reserves: 75.90 MMbbls |

Panoro net WI: 10.82 MMbbls

• Gross 2P Proved + Probable Reserves:

106.00 MMbbls | Panoro net WI: 15.10 MMbbls

• Gross 3P Proved + Probable + Possible

Reserves: 133.62 MMbbls | Panoro net WI:

19.04 MMbbls

Contingent resources net to Panoro (2C):

10.2 MMbbls.

The above net WI volumes are stated on the

basis of Panoro’s 14.25% current interest and do

not reflect the impact of the additional 40.375%

interest being acquired from Kosmos Energy.

Panoro’s working interest share of 2P reserves

and 2C contingent resources amounts to 25.3

million barrels.

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Block EG-23

(Panoro 80% WI, Operator)

Panoro entered into Block EG-23 in November

2024 with an operated 80% interest alongside

GEPetrol. EG-23 is located offshore north of

Bioko Island and adjacent to the producing Alba

gas and condensate field. 19 wells have been

drilled to date resulting in seven hydrocarbon

discoveries, some of which have been tested. The

licence term is for an initial period of three years

and the work programme consists of subsurface

studies based on existing seismic.

Following this, the partners will have the option to

enter into a further two-year period, during which

they will undertake to drill an exploration well.

Initial independently prepared estimates assess

Panoro’s working interest share of 2C contingent

resources to be 26.3 million barrels , with seismic

reprocessing studies focused on the Estrella,

Rodo and other discoveries and prospects

ongoing to help define upside potential.

Block EG-01

(Panoro 56% WI, Operator)

Exploration efforts continued at Block EG-01

with the completion of a seismic reprocessing

project in early 2025. The block is covered by

high-quality 3D seismic and comprehensive

subsurface studies have identified two high-

graded prospects in shallow water.

In February 2026, at the end of the initial 3-year

period of exploration activities in Block EG-01, all

work obligations had been fulfilled, and Kosmos

withdrew from the partnership, transferring their

interest to the Company, resulting in an increase

in working interest to 80%. A one-year extension

to the First Exploration Sub-Period has been

granted to mature the next phase investment

decision. This ends in February 2027 with

the option to enter a two-year second period

involving one firm well.

Block S (Panoro 12% WI)

The Akeng Deep exploration well (S-6), drilled in

Q4 2024 to a depth of 4,030 metres, encountered

oil-bearing zones in the Upper Albian. Following

detailed evaluation, the partners deemed

the discovery sub-commercial. After careful

evaluation of the remaining prospectivity on the

block, the partnership elected to relinquish the

licence at the end of 2025.

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Directors’ Report

Dussafu Marin Permit

(Panoro 17.5% WI)

The Dussafu Marin Permit includes production

from the Tortue, Hibiscus, Hibiscus South

and Ruche fields. Production is gathered and

exported from the Adolo FPSO.

Gross production from Dussafu averaged

approximately 33,216 bopd in 2025 with the

highest daily recorded production on the licence

reported at 42,357 bopd exceeding nominal

facility capacity. Production was supported by the

new wells and ESP workovers conducted during

the Borr Norve rig campaign in 2024.

In February 2025, the partnership made a

significant oil discovery at the Bourdon prospect

with the drilling of the DBM-1 exploration well,

DBM-1ST1 and DBM-1ST2 sidetrack wellbores.

Development planning for the Bourdon discovery

has progressed and in March 2026, Netherland,

Sewell and Associates, Inc. (NSAI) independently

certified 23 MMbbls 2P reserves for the Bourdon

development. Panoro expects project FID in

2026.

During the year, the partnership sanctioned a four

well infill drilling campaign in the Hibiscus and

Hibiscus South fields from the MaBoMo facility.

At year end, long lead items and contracting is

significantly advanced and Panoro anticipates the

campaign to commence July 2026 with first well

on-stream October 2026.

In December 2025, the partnership started a

3D seismic survey campaign over the northern

part of the Dussafu permit (c. 360 km

) as part

of a joint campaign with the JV partners in the

neighbouring Niosi and Guduma licences. The

survey completed in January 2026. Panoro

anticipates significantly improved imaging over

this northern part of the Dussafu permit which

includes legacy discoveries at the Moubenga and

Walt Whitman oil fields.

In April 2026 government approval was received

for an amendment to the Dussafu Marin PSC

which provides for a material time extension of

the PSC up to the year 2053.

In April 2026, Netherland, Sewell and Associates,

Inc. (NSAI) independently certified the following

reserves and resources for the Dussafu permit as

at 31 December 2025:

• Gross 1P Proved Reserves: 72.3 MMbbls |

Panoro net WI: 12.64 MMbbls

• Gross 2P Proved + Probable Reserves:

116.04 MMbbls | Panoro net WI: 20.31 MMbbls

• Gross 3P Proved + Probable + Possible

Reserves: 148.72 MMbbls | Panoro net WI:

26.03 MMbbls

Contingent resources net to Panoro (2C):

12.2 MMbbls.

Panoro’s total 2P + 2C working interest reserves

and contingent resources stood at 32.5 MMbbls

as of year-end.

Niosi and Guduma (Panoro 25% WI)

The Niosi and Guduma Marin exploration licences

were awarded in October 2024. Partners in the

blocks are BW Energy (operator) and Vaalco

Energy. The PSC covering the Niosi block has an

initial exploration period of five years with a work

commitment of new 3D seismic data acquisition

and the drilling of one well. The PSC covering

the Guduma block has an initial exploration

period of three years with a work commitment of

geological and geophysical studies. Both blocks

have an option to extend the exploration period

and enter a second phase with an additional well

commitment.

Operations in Gabon

Hibiscus

Hibiscus North

Tortue

Oil Fields/Discoveries

RUCHE EEA AREA

Ruche NE

Ruche

Hibiscus

South

Exploration & Appraisal

GABON

REPUBLIC

OF CONGO

Niosi

Guduma

Dussafu

Ruche EEA

Panoro Energy holds a 17.5% working interest in the Dussafu Marin Permit, an 850.5 km

production and development licence in southern Gabon, operated by BW Energy Gabon.

Panoro entered into the neighbouring Niosi and Guduma Marin licences in October 2024 with

a 25% interest.

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Directors’ Report

Operations in Tunisia

Sidi Litayem

TUNISIA

Sharqi

Island

El Hajeb

Gremda/El Ain

Maheres

Cercina

Chergui (Perenco)

Chergui

Sth-1

Rash El Besh

Jawhara

Ashtart

(Perenco)

SFAX

Guebiba

Rhemoura

Salloum

Tunisia is an established oil and gas producing country with production since 1966. The

country benefits from a low OPEX environment with significant presence from oil service

providers in the region. Panoro has interests in the TPS Assets which are a collection of five

producing fields.

TPS Assets (Panoro 49% WI)

In Tunisia, gross production from the TPS assets

averaged 3,120 bopd in 2025, with 1,529 bopd

net to Panoro.

Well optimisation and reservoir management

helped sustain production. Planning progressed

for future development drilling, particularly at the

Rhemoura field.

In April 2026, Netherland, Sewell and Associates,

Inc. (NSAI) independently certified the following

reserves and resources for the TPS Assets as at

31 December 2025:

• Gross 1P Proved Reserves: 7.8 MMbbls |

Panoro net WI: 3.83 MMbbls

• Gross 2P Proved + Probable Reserves:

11.4 MMbbls | Panoro net WI: 5.58 MMbbls

• Gross 3P Proved + Probable + Possible

Reserves: 14 MMbbls | Panoro net WI: 6.86

MMbbls

Contingent resources net to Panoro (2C):

7.7 MMbbls.

Panoro’s total 2P + 2C working interest reserves

and contingent resources stood at 13.28 MMbbls

as of year-end.

Sfax Offshore Exploration Permit

The Sfax Offshore Exploration Permit expired at

the end of 2024 and is in the process of being

relinquished.

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Operations in South Africa

Richards Bay

Maputo

Komatipoort

Mbabane

Pretoria

Johannesburg

Sasolburg

Bloemfontein

Maseru

LESOTHO

SWAZILAND

MOZAMBIQUE

SOUTH AFRICA

Secunda

206TCP

220TCP

221TCP

318ER

315ER

07PR

224TCP

294ER

314

294ER

350ER

214TCP

316ER

213TCP

215TCP

228TCP

217TCP

270ER

320ER

227TCP

369ER

272ER

210TCP

209TCP

207

TCP

368ER

207TCP

367ER

271ER

SOU TH

AFR ICA

LESOTH O

376ER

238TCP

246TCP

ER 376 (Application Phase)

(Panoro 100% WI)

Progress continued on Panoro’s application

for the ER 376 licence, where an approved

environmental impact assessment now allows for

field activity planning. The area is prospective for

natural gas and helium, situated near producing

analogues such as the Virginia field in block PR 07

to the south west.

Panoro Energy ASA - 2025 Annual Report | 13

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Directors’ Report

Financial Review

Panoro Energy ASA is an independent exploration

and production (E&P) company listed on the Oslo

Stock Exchange with ticker PEN. The Company

holds production, development, and exploration

assets in North, West and Southern Africa.

The Accounts

The Board of Directors confirms that the annual

financial statements have been prepared

pursuant to the going concern assumption,

in accordance with §3-3a of the Norwegian

Accounting Act. The going concern assumption

is based upon the financial position of the

Company and the development plans currently in

place. In the Board of Directors’ view, the annual

accounts give a true and fair view of the group’s

assets and liabilities, financial position and results.

As of 31 December 2025, the Group had USD 77

million in cash and bank balances, secured debt

of USD 147.4 million and oil revenue advances

balance of USD 25 million outstanding at this

date.

Panoro Energy ASA prepares its financial

statements in accordance with the International

Financial Reporting Standards (IFRS® Accounting

Standards), as provided for by the EU and the

Norwegian Accounting Act. The consolidated

accounts are presented in US dollars. The below

analysis compares 2025 with 2024 figures.

Financial Performance and Activities

Underlying profit/(loss) before tax from continuing operations

Underlying operating profit/(loss) before tax is considered by the Group to be a useful additional measure

to help understand operational performance. A reconciliation with adjustments to arrive at the underlying

operating profit/(loss) before tax from continuing operations is included in the table below.

USD 000 2025 2024

Net income/(loss) before tax - continuing operations 3,862 78,228

Share based payments 1,976 1,999

Non-recurring costs 1,365 -

Acquisition and project related costs 245 223

Contingent consideration reassessment gain/(loss) 80 (3,922)

Impairment of Oil and gas assets 319 -

Unrealised (gain)/loss on listed equity investments (6) 6

Underlying operating profit/(loss) before tax 7,841 76,534

Underlying operating profit/(loss) before tax is

a supplemental non-GAAP financial measure

used by management and external users of the

Company’s consolidated financial statements,

such as industry analysts, investors, lenders

and rating agencies. The Company defines

underlying operating profit/(loss) before tax as

Net income (loss) from continuing operations

before tax adjusted for (i) Share based payment

charges; (ii) unrealised (gain) loss on commodity

hedges; (iii) unrealised (gain) loss on sale of listed

equity investments; (iv) (gain) loss on sale of oil

and gas properties; (v) impairments write-offs

and reversals, and (vi) similar other material

items which management believes affect the

comparability of operating results. We believe

that underlying operating profit/(loss) before tax

and other similar measures are useful to investors

because they are frequently used by securities

analysts, investors and other interested parties

in the evaluation of companies in the oil and gas

sector and will provide investors with a useful tool

for assessing the comparability between periods,

among securities analysts, as well as company

by company. Because EBITDA and underlying

operating profit/(loss) before tax excludes

some, but not all, items that affect net income,

these measures as presented by us may not be

comparable to similarly titled measures of other

companies.

Panoro Energy ASA - 2025 Annual Report | 14

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Directors’ Report

Condensed Consolidated Income Statement

USD 000 2025 2024

CONTINUING OPERATIONS

Oil revenue 199,356 267,886

Other revenue 17,443 17,172

Total revenues 216,799 285,058

Expenses

Cost of sales (104,806) (121,045)

Acquisition and project related costs (245) (223)

Non-recurring costs (1,365) -

General and administrative costs (14,217) (11,603)

EBITDA 96,166 152,187

Depreciation and amortisation (48,337) (54,329)

Impairment of Oil and gas assets (319) -

Exploration costs written off (15,807) (464)

Share based payments (1,976) (1,999)

EBIT 29,727 95,395

Contingent consideration reassessment gain/(loss) (80) 3,922

Net financial items (25,785) (21,089)

Profit / (loss) before income taxes 3,862 78,228

Income tax expense (16,958) (17,550)

Net profit/(loss) for the year (13,096) 60,678

Income statement

The discussion and analysis below represent the

results from the Group’s continuing operations

in Equatorial Guinea, Gabon, Tunisia and South

Africa.

Panoro Energy reported EBITDA of USD 96.2

million for the year ended 31 December 2025,

compared to USD 152.2 million for the same

period in 2024.

EBITDA includes oil revenue from sale of oil of

USD 199.4 million for 2025 comprising of two

liftings from Block G totalling USD 48.8 million

(703,140 bbls), two liftings from Dussafu totalling

USD 119.2 million (1,882,238 bbls) and 11

liftings (two international and nine domestic) from

the Group’s Tunisian portfolio making up the

remaining revenue of USD 31.4 million (474,952

bbls). This compares to USD 267.9 million for

2024 comprising of two liftings from Block G

totalling USD 101.4 million (1,352,474 bbls),

nine liftings from Dussafu totalling USD 132.8

million (1,714,493 bbls) and 13 liftings (three

international and ten domestic) from Tunisia

totalling USD 33.7 million (430,990 bbls).

Other revenue of USD 17.4 million consists of

estimated State profit oil of USD 17.8 million (year

ended 31 December 2024: USD 17.2 million)

with a corresponding amount shown as income

tax (Note 7: Income tax) and the net result on

domestic market obligation transactions being

a loss of USD 0.4 million (2024: profit of USD

0.1 million). State profit oil and domestic market

obligations are conditions specified under the

terms of the Dussafu PSC.

Panoro Energy reported a net loss of USD 13.1

million for the year ended 31 December 2025,

compared to a net profit of USD 60.7 million from

continuing operations for the year ended 31

December 2024.

Acquisition and project related costs were

consistent at USD 0.2 million and related to

new exploration blocks added to the Panoro

portfolio. Non-recurring costs of USD 1.4 million

in 2025 related to arbitration costs with a drilling

contractor at Block G, Equatorial Guinea.

G&A costs relating to continuing operations

are USD 14.2 million in 2025 compared to USD

11.6 million in 2024, the increase reflecting

organisational and workforce growth combined

with inflationary increases.

Depreciation and amortisation charge for the

year for continuing operations of USD 48.3

million compared to USD 54.3 million in 2024.

The decrease is the result of lower depreciable

production asset balances following depletion

and revisions to asset retirement obligation

estimates.

EBIT from continuing operations for 2025 was

thus USD 29.7 million compared to USD 95.4

million in 2024.

Loss on reassessment of contingent liability

of USD 0.1 million (2024: gain of USD 3.9

million) relates to change in estimated fair value

of contingent consideration related to the

acquisition of Panoro Equatorial Guinea Limited

in 2021.

Net financial items amount to a loss of USD 25.8

million (2024: USD 21.1 million). Net financial

items comprise interest on secured loans facility

of USD 16.8 million (2024: USD 12.3 million);

interest on unwinding of decommissioning

provision of USD 6.5 million (2024: USD 3.9

million); interest on unwinding of the MaBoMo

sale and leaseback agreement carried at

amortised cost of USD 2.1 million (2024: USD

1.5 million); interest on revenue advance facility

USD 0.9 million (2024: USD 2 million). The

remaining financial items represent realised and

unrealised loss on commodity hedges, realised

and unrealised foreign exchange differences and

unwinding of the discount on right of use asset

under IFRS 16 (Note 21: Leases).

Panoro Energy ASA - 2025 Annual Report | 15

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Directors’ Report

Profit before tax was USD 3.9 million in 2025 and

USD 78.2 million in 2024.

Income taxes of USD 17 million in 2025

compared to USD 17.6 million in 2024. The tax

charge for 2025 includes USD 0.8 million related

to Block G (2024: credit of USD 2.4 million), an

estimated USD 17.8 million (2024: USD 17.1

million) representing State profit oil under the

terms of the Dussafu PSC and USD 6.6 million

(2024: USD 9.1 million) for taxes on profits for

the Group’s Tunisian Operations. The tax charge

also includes a USD 4.7 million (2024: USD 10.6

million) of deferred tax liability reversal.

Net loss after tax for 2025 was therefore USD

13.1 million compared to a profit of USD 60.7

million for the year ended 31 December 2024.

Statement of financial position

Non-current assets amount to USD 524.7 million

at 31 December 2025 compared to USD 562.4

million at 31 December 2024. Production rights

decreased by USD 14 million from USD 162.3

million at 31 December 2024 to USD 148.2

million at 31 December 2025 due to production

driven depreciation. Licences and exploration

assets amount to USD 17.4 million at 31

December 2025 compared to USD 19.9 million

at 31 December 2024 driven by capitalised

exploration cost of USD 13.3 million during the

year offset by exploration licence write-offs of

USD 15.8 million. Goodwill remained unchanged

at USD 52.1 million.

Production assets amount to USD 205.8 million

at 31 December 2025 compared to USD 241.4

million at 31 December 2024, a decrease of USD

35.7 million as a result of depreciation of USD

33.9 million and adjustment of asset retirement

obligations of USD 13.6 million, offset by

additions of USD 12 million. Development assets

increased by USD 12.8 million from USD 86

million on 31 December 2024 to USD 98.8 million

on 31 December 2025 resulting from additions of

USD 12.8 million.

Current assets amount to USD 149.5 million at

31 December 2025 compared to USD 153.1

million at 31 December 2024. Crude inventory

decreased from USD 10.1 million at 31 December

2024 to USD 7.1 million at 31 December 2025

because of more liftings closer to the year-end

compared to 2024. Materials inventory was at

similar levels at USD 32.3 million at 31 December

2025 and USD 31.6 million at 31 December 2024.

Trade and other receivables decreased by USD

5.6 million from USD 38.6 million at 31 December

2024 to USD 33 million at 31 December

2025, with the decrease a result of lower trade

receivables of USD 19.1 million, offset by higher

oil underlift of USD 11.7 million and an increase

in other short-term receivable items of USD 1.8

million.

Cash and cash equivalents stood at USD 77

million, compared to USD 72.9 million at 31

December 2024, a net inflow of USD 4.1 million.

Cash inflows mainly comprised inflows from

operations of USD 72.6 million and drawdown

of oil revenue advances of USD 25 million. This

is offset by cash outflows related to investment

in exploration and production assets of USD 40

million, financial charges of USD 15.4 million,

distribution to shareholders of USD 30.4 million

and share buyback payments of USD 8.6 million.

Other cash outflows include the cash cost of

vesting RSUs settlement of USD 0.9 million and

USD 0.5 million in commodity hedge and lease

payments.

Equity at 31 December 2025 amounts to USD

223.1 million compared to USD 274.1 million at

the end of December 2024.

Total non-current liabilities amounted to USD

338 million as at 31 December 2025 compared

to USD 378.3 million at 31 December 2024.

Decommissioning liability decreased from USD

143.7 million in 2024 to USD 135.9 million, a

decrease of USD 7.7 million reflecting unwinding

of discount of USD 5.8 million, changes in cost

estimates of USD 9.7 million, and reductions due

to changes in licence terms of USD 3.9 million,

offset by other movements.

Non-current and current portions of Secured

Loans amounted to USD 147.3 million at 31

December 2025 compared to USD 145.9 million

at 31 December 2024 as a result of accumulation

of interest and amortisation of borrowing costs

during the year, with no principal repayments or

drawdowns in 2025. For further details, refer to

Note 5: Finance, interest and other income and

expense.

Total licence obligations and estimated licence

and contingent obligations was USD 5.4 million

at 31 December 2025 and USD 5.5 million at 31

December 2024, a decrease of USD 0.1 million.

The full amount is deemed as current (2024: USD

5.5 million current) and relates to the acquisition

of the Sfax Offshore Exploration Permit (“SOEP”)

from DNO in July 2018 and the subsequent

expiry of the permit.

Other non-current liabilities were USD 25.2

million at 31 December 2025 compared to USD

25.9 million at 31 December 2024, comprising

USD 18.7 million of failed sale liability related to

the MaBoMo sale and leaseback arrangement

at Dussafu (31 December 2024: USD 21.3

million), USD 4.2 million of provision for long-term

employment benefits for TPS employees (31

December 2024: USD 3.6 million), USD 1.2 million

provision for contingent consideration related to

the EG Transaction in 2021 (31 December 2024:

USD 1.1 million) and USD 1.1 million finance lease

liability (31 December 2024: USD 0.1 million).

Non-current liabilities at 31 December 2025 also

include USD 54 million of deferred tax liabilities

relating to the Group’s Equatorial Guinea, Gabon

and Tunisian assets (31 December 2024: USD

62.2 million).

Current liabilities amounted to USD 113.2 million

at 31 December 2025 compared to USD 63.1

million at 31 December 2024.

Panoro Energy ASA - 2025 Annual Report | 16

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Directors’ Report

Accounts payable, accruals and other liabilities

increased from USD 28.6 million at 31 December

2024 to USD 36.7 million at 31 December 2025.

The increase of USD 8.1 million is primarily due to

higher joint venture partner balances of USD 7.8

million offset by lower trade payables of USD 0.3

million.

Other current liabilities were USD 16.9 million at

31 December 2025 (31 December 2024: USD 5.1

million), consisting mainly of liability for purchase

of oil to fulfil domestic market obligations of

USD 11.2 million, USD 2.6 million related to the

MaBoMo sale and leaseback arrangement at

Dussafu, USD 2.9 million provision for historical

cost settlement liability related to the Tunisian

business, with the remaining amount related to

other liabilities in the normal course of business.

Corporation tax liabilities amounted to USD 4.6

million relating to Tunisia (31 December 2024:

USD 24.5 million relating to Equatorial Guinea,

Tunisia and the United Kingdom).

Cash flows

Net cash inflow from operating activities

amounted to USD 74.4 million in 2025 (31

December 2024: USD 112.4 million). The

decrease was driven by lower EBITDA due to

fewer liftings at lower realised oil prices.

Net cash flow from investing activities was

an outflow of USD 39.4 million comprised of

investment in oil and gas assets of USD 40 million

offset by interest income of USD 0.5 million. This

compares to outflows in 2024 of USD 108.7

million, with USD 5.4 million related to the Sfax

Transaction and the remaining USD 103.1 million

to investment in oil and gas assets.

Net cash flow from financing activities was an

outflow of USD 30.8 million in 2025 (2024: inflow

of USD 41.3 million), as a result of USD 15.4

million payment of borrowing costs, distributions

to shareholders of USD 30.4 million and the cost

of buyback of own shares of USD 8.6 million. This

is offset by a net increase of USD 25.0 million of

the oil revenue advance facility, cash distribution

to shareholders of USD 30.4 million, the cost

of share buybacks of USD 8.6 million, USD 0.9

million related to the cash cost of settlement of

RSUs, lease liability payments of USD 0.2 million

and cash settlement of commodity hedges of

USD 0.3 million.

Cash and cash equivalents were therefore USD

77 million at 31 December 2025 compared to

USD 72.9 million at 31 December 2024.

Allocation of Profits and Losses

Parent company financial information

USD 000 2025 2024

Total revenues - -

Operating expenses

General and administrative costs (6,974) (4,077)

Impairment of investment in subsidiary (50) (75)

Provision for doubtful receivables* (155) (121)

Total operating expenses (7,179) (4,273)

Earnings before interest and tax (EBIT) (7,179) (4,273)

Net interest and financial items (15,587) (1,692)

Profit/(loss) before taxes (22,767) (5,965)

Income tax benefit / (expense) - -

Net profit/(loss) attributable to equity holders (22,767) (5,965)

* Provision for doubtful receivables owed from loans provided to subsidiaries. See Note 6: Provision

for doubtful receivables in the Parent Company Financial Statements.

Distributable equity and coverage

of profit/(loss) in Panoro Energy

ASA

The Board of Directors proposes that the loss for

the year of USD 22 million in the parent company

be transferred to other equity.

Dividends and Distributions

On 24 February 2025, the Board of Directors

approved a cash distribution of NOK 0.684 per

share to shareholders holding shares in the

Company at the end of trading on 4 March 2025.

The total distribution was NOK 80 million (USD

7.2 million) and was in the form of return of paid

in capital. The cash distribution was paid on 12

March 2025.

On 20 May 2025, the Board of Directors approved

a cash distribution of NOK 0.684 per share to

shareholders holding shares in the Company

at the end of trading on 30 May 2025. The total

distribution was NOK 80 million (USD 7.7 million)

and was in the form of return of paid in capital.

The cash distribution was paid on 6 June 2025.

On 20 August 2025, the Board of Directors

approved a cash distribution of NOK 0.705 per

share to shareholders holding shares in the

Company at the end of trading on 27 August

2025. The total distribution was NOK 80 million

(USD 7.9 million) and was in the form of return of

paid in capital. The cash distribution was paid on

4 September 2025.

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Directors’ Report

On 19 November 2025, the Board of Directors

approved a cash distribution of NOK 0.705 per

share to shareholders holding shares in the

Company at the end of trading on 27 November

2025. The total distribution was NOK 80 million

(USD 7.9 million) and was in the form of return of

paid in capital. The cash distribution was paid on 8

December 2025.

On 24 February 2026, the Board of Directors

approved a cash distribution of NOK 0.440 per

share to shareholders holding shares in the

Company at the end of trading on 27 February

2026. The total distribution was NOK 50 million

(USD 5.2 million) and was in the form of return of

paid in capital. The cash distribution was paid on

10 March 2026.

Funding

The Company, on a consolidated basis, closed

the year with a cash position of USD 77 million

and debt of USD 147.4 million. The Company did

not issue any shares during the year but bought

back 3,633,650 of its own shares on the open

market for USD 8.6 million (2024: 1,485,600

shares at a cost of USD 4.3 million). 3,500,000

bought back shares were cancelled during the

year and 309,870 used to settle RSUs. The

remaining 1,309,380 shares are held as Treasury

shares.

Looking ahead, the Company through its

group companies, is committed to activities as

described in the Directors’ report.

Principal Risks and

Uncertainties

Risk management and internal control

Financial and internal control, as well as short-

and long-term strategic planning and business

development, all according to Panoro Energy’s

business idea and vision and applicable laws and

regulations, are the Board’s responsibilities and

the essence of its work. This emphasises the

focus on ensuring proper financial and internal

control, including risk control systems.

The Board approves the Company’s strategy

and level of acceptable risk, as documented in

the guiding tool “Risk Management” described

in the relevant note in the consolidated financial

statements in this Annual Report.

The Board carries out an annual review of the

Company’s most important areas of exposure to

risk and its internal control arrangements.

For further details on the use of financial

instruments, refer to the relevant note in the

consolidated financial statements in this Annual

Report and the Company’s guiding tool “Financial

Risk Management” described in the relevant note

in the consolidated financial statements in this

Annual Report.

Enterprise-Wide Risk Management process

Through our Enterprise-Wide Risk Management (EWRM) process, we identify, monitor and address ESG

and climate-related risks to our business in addition to existing and emerging regulatory requirements

related to climate change. The process is based on a continuous improvement methodology that is an

integral part of ISO 45001 Occupational Health and Safety, ISO 14001 Environmental Management and

ISO 9001 Quality Management Standards.

In 2025, Panoro conducted two six-monthly risk register reviews as part of its EWRM process, these

included HSSE, Human Resource (HR), climate and community risks as part of its assessment framework.

The assessment incorporated internal expertise, stakeholder feedback and external consultations to

recognise the diverse socio-political and environmental conditions across our operational regions.

Through continuous stakeholder engagement and scenario analysis, we monitored risks including

personal safety, environmental, social, governance and climate-related factors. Our evaluation covered

both direct operational impacts and indirect impacts from business relationships. The Panoro Risk

Management Process consists of the following steps:

Initiate Identify Assess

Manage/

Mitigate

Panoro Risk Management Process

Monitor

and Review

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Directors’ Report

Risks relating to the oil and gas industry

The Group’s results of operations, cash

flow and financial condition depend

significantly on the level of oil and gas

prices and market expectations of

these, and may be adversely affected

by volatile oil and gas prices and by the

general global economic and financial

market situation

The Group’s profitability is determined, in large

part, by the difference between the income

received from the oil and gas produced and

the operational costs, taxation costs, as well as

costs incurred in transporting and selling the

oil and gas. Lower prices for oil and gas may

thus reduce the amount of oil and gas that the

Group is able to produce economically. This

may also reduce the economic viability of the

production levels of specific wells or of projects

planned or in development to the extent that

production costs exceed anticipated revenue

from such production. The recent heightened

volatility increases the unpredictability of revenue

streams and complicates financial planning and

investment decisions.

The economics of producing from some wells

and assets may also result in a reduction in the

volumes of the Group’s reserves. The Group

might also elect not to produce from certain

wells at lower prices. These factors could result

in a material decrease in net production revenue,

causing a reduction in oil and gas acquisition

and development activities. In addition, certain

development projects could become unprofitable

because of a decline in price and could result

in the Group having to postpone or cancel a

planned project, or if it is not possible to cancel

the project, carry out the project with negative

economic impact.

The current environment necessitates a more

cautious approach to development projects, with

a focus on flexibility and resilience to navigate the

volatile market conditions.

In addition, a prolonged material decline in prices

from historical average prices could reduce the

Group’s ability to refinance its outstanding credit

facilities and could result in a reduced borrowing

base under credit facilities available to the Group.

Changes in the oil and gas prices may thus

adversely affect the Group’s business, results

of operations, cash flow, financial condition

and prospects. This could lead to tighter credit

conditions and higher borrowing costs, straining

financial flexibility. The reduced borrowing base

may limit the Group's ability to fund new projects

or maintain existing operations, potentially leading

to delays or cancellations of key initiatives.

Additionally, the uncertainty surrounding future oil

and gas prices can impact investor confidence,

making it more challenging to attract capital. At

the time of writing global economic uncertainty

has increased with the prospects of international

trade disruptions, the possibility of recession and

increased oil price volatility witnessed. Panoro

continually monitors the external business

environment and risks beyond its control. The

Company seeks to mitigate such risks through

proactive management including regular reviews

of its business plan in the context of market

realities, preservation of a conservative balance

sheet, hedging of commodity prices, robust

liquidity management and strict cost control.

The Company is operating a commodity hedging

programme to strategically hedge a portion

of its 2P oil reserves to protect against a fall

in oil prices and consequently, to protect the

Group’s ability to service its debt obligations

and to fund operations including planned capital

expenditure. The hedging programme continues

to be closely monitored and adjusted according

to the Group’s risk management policies and

cashflow requirements. The Group continues to

monitor and optimise its hedging programme on

an on-going basis. Also see Note 18: Financial

instruments.

Exploration, development and

production operations involve numerous

safety and environmental risks and

hazards that may result in material

losses or additional expenditures

Developing oil and gas resources and reserves

into commercial production involves risk. The

Group’s exploration operations are subject to

all the risks common in the oil and gas industry.

These risks include, but are not limited to,

encountering unusual or unexpected rock

formations or geological pressures, geological

uncertainties, seismic shifts, blowouts, oil spills,

uncontrollable flows of oil, natural gas or well

fluids, explosions, fires, improper installation or

operation of equipment and equipment damage

or failure. Given the nature of offshore operations,

the Group’s exploration, operating and drilling

facilities are also subject to the hazards inherent

in marine operations, such as capsizing, sinking,

grounding and damage from severe storms or

other severe weather conditions, as well as loss

of containment, fires or explosions.

Climate Risk

Climate risk poses significant challenges to the

oil and gas industry, primarily through increased

regulatory pressure and policy modifications

aimed at reducing carbon emissions. The

transition to a low-carbon economy is driving

investment away from fossil fuels and towards

renewable energy sources. Additionally, physical

risks such as extreme weather events can

disrupt operations and damage infrastructure.

Companies in this sector must adapt their

business models to mitigate these risks and

remain viable in a rapidly changing environment.

Through climate risk and resilience research,

including assessments incorporated into the

country risk registers, the Group concluded

that its assets are not at significant physical

or transition risk at this time. No anticipated

financial effects from climate related risks are

expected, and there are no current cost savings

from climate change mitigation or adaptation

actions, as no such actions have been deemed

necessary. Additionally, the Group does not

foresee any revenue from low-carbon products

or services in the near term. Strategies are under

development to address any medium-term

transition risks.

The market in which the Group operates

is highly competitive

The oil and gas industry is very competitive and

rapidly changing. Competition is particularly

intense in the acquisition of (prospective) oil and

gas licences. The Group’s competitive position

depends on its geological, geophysical and

engineering expertise, financial resources, the

ability to develop its assets and the ability to

select, acquire, and develop proven reserves.

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Access to capital

Concerns surrounding the energy transition have

the potential to reduce the appetite of banks and

investors to finance hydrocarbon activities. The

Group does not anticipate any material change

to funding in the short to medium term but are

aware of this risk and will continue to monitor the

potential impact of this risk to the business.

Risks relating to the business of the

Group

Risk relating to international conflicts

and wars

The Group has limited indirect exposure to

the ongoing war in Ukraine and to heightened

geopolitical tensions elsewhere, including recent

developments in the Middle East involving Iran.

These events have contributed to increased

volatility in global energy markets and broader

macroeconomic uncertainty. While elevated

geopolitical risk has supported periods of higher

energy prices amid concerns over energy

security, it has also increased project execution

risk through supply chain disruption, inflationary

pressures and higher interest rates. The Group

continues to mitigate these risks through

proactive supplier engagement, contractual

protections and prudent capital management,

and regularly monitors geopolitical developments

to assess their potential impact on operations,

costs, commodity prices and asset values.

Developing a hydrocarbon production

field requires significant investment

The Group currently plans to be involved

in developments in its oil and gas licences.

Developing a hydrocarbon production field

requires significant investment over a long

period of time, to build the requisite operating

facilities, drilling of production wells along with

implementation of advanced technologies for the

extraction and exploitation of hydrocarbons with

complex properties. Making these investments

and implementing these technologies,

normally under difficult conditions, can result in

uncertainties about the amount of investment

necessary, operating costs and additional

expenses incurred as compared with the initial

budget, thereby negatively affecting the business,

prospects, financial condition and results of

operations of the Group.

Further, with respect to contingent resources, the

amount of investment needed may be prohibitive,

such that conversion of resources into reserves

may not be commercially viable. The Group may

be unable to obtain needed capital or financing

on satisfactory terms. If the Group’s revenues

decrease, it may have limited ability to obtain

the capital necessary to sustain operations at

current levels. If the Group’s available cash is

not sufficient to fund its committed or planned

investments, a curtailment of its operations

relating to development of its business prospects

could occur, which in turn could lead to a decline

in its oil and natural gas production and reserves,

or if it is not possible to cancel or stop a project,

be legally obliged to carry out the project contrary

to its desire or with negative economic impact.

Further, the Group may inter alia fail to make

required cash calls and thus breach licence

obligations, which again could lead to adverse

consequences. All of the above may have a

material adverse effect on the Group and its

financial position.

There are risks and uncertainties

relating to extension of existing licences

and permits, including whether any

extensions will be subject to onerous

conditions

The Group’s licence interests for the exploration

and exploitation of hydrocarbons will be subject

to fixed terms, some of which will expire before

the economic life of the asset is over.

The Group plans to extend any permit or licence

where such extension is in the best interest of the

Group. However, the process for obtaining such

extensions is not certain and no assurances can

be given that an extension in fact will be possible.

Even if an extension is granted, such extension

may only be given on conditions which are

onerous or not acceptable to the Group.

If any of the licences expire, the Group may lose

its investments into the licence, be charged

penalties relating to unfulfilled work programme

obligations (such as at Hammamet in Tunisia)

and forego the opportunity to take part in any

successful development of, and future production

from, the relevant licence area, which could have

a material adverse effect on the Group’s financial

position and future prospects.

Local authorities may impose additional

financial or work commitments beyond

those currently contemplated

The Group’s licence interests for the exploration

and exploitation of hydrocarbons will typically be

subject to certain financial obligations or work

commitments as imposed by local authorities.

The existence and content of such obligations

and commitments may affect the economic

and commercial attractiveness for such licence

interest. No assurance can be given that local

authorities do not unilaterally amend current and

known obligations and commitments. If such

amendments are made in the future, the value

and commercial and economic viability of such

interest could be materially reduced or even

lost, in which case the Group’s financial position

and future prospects could also be materially

weakened.

Oil and gas production could vary

significantly from reported reserves and

resources

The Group’s reserve evaluations have been

prepared in accordance with existing guidelines.

These evaluations include many assumptions

relating to factors such as initial production rates,

recovery rates, production decline rates, ultimate

recovery of reserves, timing and amount of

capital expenditures, marketability of production,

future prices of oil and gas, operating costs, and

royalties and other government levies that may be

imposed over the producing life of the reserves

and resources. Actual production and cash

flows will vary from these evaluations, and such

variations could be material. Hence, although the

Group understands the life expectancy of each

of its assets, the life of an asset may be shorter

than anticipated. Among other things, evaluations

are based, in part, on the assumed success of

exploration activities intended to be undertaken

in future years. The reserves, resources and

estimated cash flows to be derived therefrom

contained in such evaluations will be reduced

to the extent that such exploration activities do

not achieve the level of success assumed in the

evaluations, and such reductions may have a

material adverse effect on the Group’s business,

results of operations, cash flow and financial

condition.

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The Company faces risks related to

decommissioning activities and related

costs

Several of the Group’s licence interests

concern fields which have been in operation

for years and which, consequently, will have

equipment which from time to time will have to

be decommissioned. In addition, the Group plans

and expects to take part in developments and

investments on existing and new fields, which will

increase the Group’s future decommissioning

liabilities.

There are significant uncertainties relating to

the estimated liabilities, costs and time for

decommissioning of the Group’s current and

future licences. Such liabilities are derived from

legislative and regulatory requirements and

require the Group to make provisions for such

liabilities.

Therefore, it is difficult to forecast accurately

the costs that the Group will incur in satisfying

decommissioning liabilities. No assurance can

be given that the anticipated cost and timing

of removal are correct and any deviation from

current estimates or significant increase in

decommissioning costs relating to the Group’s

previous, current or future licences, may have a

material adverse effect on the Group.

The Group may be subject to liability

under environmental laws and

regulations

All phases of oil and gas activities present

environmental risks and hazards and are subject

to environmental regulation pursuant to a variety

of international conventions and national laws and

regulations. Environmental legislation provides for,

among other things, restrictions and prohibitions

on spills, and releases or emissions of various

substances. The legislation also requires that

wells and facility sites are operated, maintained

and abandoned to the satisfaction of applicable

regulatory authorities. Compliance with such

legislation can require significant expenditures

and a breach may result in the imposition of fines

and penalties in addition to loss of reputation.

Any pollution may give rise to material liabilities

and may require the Group to incur material costs

to remedy such discharge. No assurance can be

given that current or future environmental laws

and regulations will not result in a curtailment or

shut down of production or a material increase

in the costs of production, development or

exploration activities or otherwise have a material

adverse effect on the Group.

The Group’s business and financial

condition could be adversely affected

if tax regulations for the petroleum

industry are amended

There is no assurance that future political

conditions will not result in the host governments

adopting different policies for petroleum taxation.

In the event there are changes to such tax

regimes, it could lead to new investments being

less attractive, increase costs for the Group

and prevent the Group from further growth. In

addition, taxing authorities could review and

question the Group’s historical tax returns leading

to additional taxes and tax penalties which could

be material.

The Group faces the risk of litigation and other

proceedings in relation to its business. The

outcome of any litigation may expose the Group

to unexpected costs and losses, reputational and

other non-financial consequences and ongoing

litigations may divert management attention away

from operational matters and incur substantial

costs, all of which could have a material adverse

effect on the Group’s business and financial

position.

The Group will have guarantee and

indemnity obligations

The Group will in its ordinary course of

business provide guarantees and indemnities

to governmental agencies, joint venture

partners or third-party contractors in respect

of activities relating to its subsidiaries, inter alia

for such subsidiaries working and abandonment

obligations under licences or obligations under

the relevant terms of agreements with third party

contractors.

Should any guarantees or indemnities given by

the Company be called upon, this may have a

material adverse effect on the Group’s financial

position.

Financial risks

Financial risk is managed by the finance

department in line with the policies approved

by the Board of Directors. The overall risk

management programme seeks to minimise

the potential adverse effects of unpredictable

fluctuations in financial and commodity markets

on financial performance, i.e., risks associated

with currency and interest rate exposures,

debt servicing and oil and gas prices. Financial

instruments such as derivatives, forward

contracts and currency and commodity swaps

are continuously being evaluated for the hedging

of such risk exposures.

Risks associated with foreign exchange

risk, including CEMAC foreign exchange

regulations

The Group operates in multiple international

jurisdictions and is exposed to various economic

uncertainties, including, taxation policies,

currency controls, and foreign exchange

restrictions that can impose a risk to liquidity. The

Group’s primary source of liquidity is cashflow

from production of oil in Block G Equatorial

Guinea and Dussafu Gabon both of which

are subject to foreign currency regulations of

the Central African Economic and Monetary

Community (CEMAC). In December 2021, new

foreign currency regulations were issued by the

Bank of Central African States (BEAC) requiring a

share of crude oil sale proceeds to be repatriated

into the CEMAC region, the full suite of foreign

currency regulations have not yet been agreed

or approved and continue to be debated at

length within the oil extractive industry and with

additional input from global financial institutions.

The Group evaluated the new regulations and

deemed that the impact does not propose

a significant threat to its liquidity. However, if

the foreign currency restrictions were to be

imposed on and enforced against the Group

in their current form, this could restrict the

Group’s ability to repatriate earnings from the

operations at effected countries, pay dividends

from subsidiaries and repay or refinance any

future loan facilities, which would entail extensive

documentation and fees and increased

administrative burdens on the Group’s operations.

Additionally, on the subject of Restoration (RES)

Funds, it has always been accepted, without

qualification, that the funds must be strictly

and exclusively dedicated to the costs of

Restoration Works and are fully protected for

that purpose, and no other purpose. The key

point under discussion on this matter is that the

oil extractive companies believe that based on

these requirements, the Restoration Funds are

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fully ring-fenced and do not count as FX reserves

of The Bank of Central African States (BEAC), this

has been confirmed by the IMF. The RES Funds

must be held and retained by the BEAC at the

Correspondent Bank, in the relevant FX, and in a

dedicated account, different from the accounts

used for any other transaction of the BEAC.

Existing debt is restrictive on the Group

and the Group may have difficulties

servicing debt in the future

The Group has incurred and may in the future

incur debt or other financial obligations which

could have important consequences to its

business including, but not limited to:

• making it difficult to satisfy the Group’s

obligations with respect to such indebtedness,

• increasing the Group’s vulnerability to, and

reducing its flexibility to respond to, general

adverse economic and industry conditions,

• requiring the dedication of a substantial portion

of the Group’s cash flow from operations to the

repayment of the principal of its indebtedness

and interest on such indebtedness, thereby

reducing the availability of such cash flow,

• limiting the Group’s ability to obtain additional

financing to fund working capital, capital

investments, acquisitions, debt service

requirements, business ventures, or other

general corporate purposes,

• limiting the Group’s flexibility in planning for, or

reacting to, changes in its business and the

competitive environment and the industry in

which the Group does business; and

• adversely affecting the Group’s competitive

position if its debt burden is higher than that of

its competitors.

The Group will require a significant

amount of cash to service current and

future debt and sustain its operations,

and its ability to generate sufficient cash

depends on many factors beyond its

control

The Group’s ability to make payments on, or repay

or refinance, any debt and to fund working capital

and capital investments, will depend on its future

operating performance and ability to generate

sufficient cash. This depends on the success of

its business strategy and on general economic,

financial, competitive, market, legislative,

regulatory, technical and other factors as well

as the risks discussed in these “Risk Factors”,

many of which are beyond the Group’s control.

The Group cannot assure that its business will

generate sufficient cash flow from operations

or that future debt and equity financings will be

available to it in an amount sufficient to enable it

to pay its debt, or to fund its other liquidity needs.

The Group cannot give assurance that it will

be able to refinance any debt on commercially

reasonable terms or at all. Any failure by the

Group to make payments on debt on a timely

basis would likely result in a reduction of its

credit rating, which could also harm its ability to

incur additional indebtedness. There can be no

assurance that any assets that the Group may

elect to sell can be sold or that, if sold, the timing

of such sale will be acceptable, and the amount

of proceeds realised will be sufficient to satisfy its

debt service and other liquidity needs.

If the Group is unsuccessful in any of these

efforts, it may not have sufficient cash to meet its

obligations, which could cause an event of default

under any debt arrangements and could result in

the debt being accelerated, lending reserves and

certain bank accounts being frozen, triggering of

cross-default provisions, enforcement of security

and the companies of the Group, including the

Group being forced into bankruptcy or liquidation.

The Group is exposed to interest rate

and liquidity risk associated with its

borrowing portfolio and fluctuations in

underlying interest rates

The Group’s long-term debt is primarily based

on floating interest rates. An increase in interest

rates can therefore materially adversely affect

the Group’s cash flows, operating results and

financial condition and make it difficult to service

its financial obligations. The Group has, and will in

the future have, covenants related to its financial

commitments. Failure to comply with financial

obligations, financial covenants and other

covenants may entail several material adverse

consequences, including the need to refinance,

restructure, or dispose of certain parts of, the

Group’s businesses in order to fulfil the financial

obligations and there can be no assurances that

the Group in such event will be able to fulfil its

financial obligations.

Changes in foreign exchange rates

may affect the company’s results of

operations and financial position

Due to the international nature of its operations,

the Group is exposed market fluctuations in

foreign exchange rates due to the fact that the

Group reports profit and loss and the balance

sheet in US Dollars (USD). The risks arising from

currency exposure are primarily with respect to

USD, the Norwegian Kroner (NOK), the Tunisian

Dinar (TND), the Pound Sterling (GBP) and, to a

lesser extent, Brazilian Reals (BRL).

The company is exposed to risk of

counterparties being unable to fulfil their

financial obligations

A general downturn in financial markets and

economic activity may result in a higher volume

of late payments and outstanding receivables,

which may in turn adversely affect the company’s

business, operating results, cash flows and

financial condition.

Joint arrangement and contractors

Panoro is not the operator on all of our licence

areas and facilities and does not hold all of

the working interests in certain of our licence

areas. The actions of our partners, contractors

and subcontractors could result in legal

liability and financial loss for the Group. Many

of Panoro’s activities are conducted through

joint arrangements and with contractors and

subcontractors which may limit Panoro’s

influence and control over the performance

of such operations. If operators, partners or

contractors fail to fulfil their responsibilities,

Panoro can be exposed to financial, operational,

safety, security and compliance risks as well

as reputational risks and risks related to ethics,

integrity and sustainability.

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Corporate Governance

Board of directors

Julien Balkany

Chairman of the Board

Torstein Sanness

Deputy Chairman of the Board

Alexandra Herger

Non-Executive Director

Gunnvor Ellingsen

Non-Executive Director

Christophe Salmon

Non-Executive Director

Julien Balkany is a French citizen, and a resident

in London, who since 2014 has been Chairman

of the Norwegian oil & gas exploration and

production company Panoro Energy ASA.

Alongside this, since 2008, Mr Balkany also serves

as a Managing Partner of Nanes Balkany Partners,

a group of investment funds that focuses on

the oil & gas industry. Concomitantly, he is also

Non-Executive Chairman of the private Norwegian

mining company Polar Transition Minerals AS,

and Non-Executive Director of the London

listed independent oil company Gulf Keystone

Petroleum. Mr Balkany was previously a Non-

Executive Director of several private and publicly

listed oil & gas companies including Norwegian

Energy Company (Noreco - BlueNord), Gasfrac

Energy Services, Toreador Resources, and

Amromco Energy. Mr Balkany started his career as

an oil and gas investment banker and studied at

the Institute of Political Studies (Strasbourg) and

at UC Berkeley.

Torstein Sanness is a Norwegian citizen residing

in Norway, who serves as the Company’s Deputy

Chairman of the Board of Directors. Mr. Sanness

has served as a Board Member since 2015 and

has extensive experience and technical expertise

in the oil and gas industry. Mr. Sanness became

the Chairman of Lundin Norway in April 2015.

Prior to this position Mr. Sanness was Managing

Director of Lundin Petroleum Norway from 2004

to 2015. Under his leadership Lundin Norway was

turned into one of the most successful players

on the ECS and added net discovered resources

of close to a billion BOE to its portfolio through

the discoveries of among others E. Grieg and

Johan Sverdrup. Before joining Lundin Norway,

Mr. Sanness was Managing Director of Det

Norske Oljeselskap AS (wholly owned by DNO

at the time) and was instrumental in discoveries

of Alvheim, Volund and others. From 1975 to

2000, Mr. Sanness was at Saga Petroleum until

the sale to Norsk Hydro and Statoil, where he

held several executive positions in Norway as

well as in the US. Currently Mr. Sanness is serving

as Executive Chairman of Magnora ASA with a

renewable energy strategy in solar and wind, on

the Board of Aquila Holding ASA with holdings

in renewables and seismic, and Chairman of the

board of Concedo/Attica, a private E&P company

with focus on the Norwegian continental shelf. Mr.

Sanness is a graduate of the Norwegian Institute

of Technology in Trondheim where he obtained

a Master’s Degree in Engineering (geology,

geophysics and mining engineering).

Alexandra (Alex) Herger, a US citizen based in

Maine, has extensive senior leadership and

board experience in worldwide exploration and

production for international oil and gas companies.

Ms. Herger has 46 years of global experience

in the energy industry, currently serving as an

independent director for Tortoise Capital Advisors,

CEFs, based in Kansas, as well as Panoro Energy

ASA. Ms Herger’s most recent leadership

experience was as Vice President for Marathon

Oil Company until her retirement. Prior to this

position, Ms Herger was Director of International

Exploration and New Ventures for Marathon Oil

Company from 2008 –2014, where she led five

new country entries and was responsible for

adding net discovered resources of over 500

million BOE to the Marathon portfolio. Ms Herger

was at Shell International and Shell USA from

2002-2008, holding positions as Exploration

Manager for the Gulf of Mexico, Manager of

Technical Assurance for the Western Hemisphere,

and Global E & P Technical Assurance Consultant.

Prior to the Shell / Enterprise Oil acquisition in

2002 and was Vice President of Exploration for

the Gulf of Mexico for Enterprise Oil, responsible

for the addition of multiple giant deep-water

discoveries. Earlier, Ms Herger held positions of

increasing responsibility in oil and gas exploration

and production, operations, and planning with

Hess Corporation and ExxonMobil Corporation.

Ms. Herger holds a bachelor’s degree in Geology

from Ohio Wesleyan University and post-graduate

studies in Geology from the University of Houston.

Gunnvor Ellingsen is a Norwegian citizen

residing in London. Mrs Ellingsen spent 20

years of her career in oil and gas investment

banking before moving to the industry. In her

current role, she leads strategic investment at

Shell Trading. Previously she has worked for

HVB Group, Waterous & Co., Scotia Bank, BNP

Paribas and Lambert Energy. Until end of 2022

she was non-executive director for Invest in

Africa, a non-profit organisation with focus on

creation of employment by training local SMEs.

Mrs Ellingsen graduated with a Masters in

Petroleum Engineering from Stavanger University

and a Masters in Petroleum Economics and

Management from the Institut Français du Pétrole.

Christophe Salmon is a French citizen residing in

Geneva. Mr. Salmon began his career at insurance

company Euler Hermes as a credit officer before

joining BNP Paribas’ internal audit department in

1995. After advancing at BNP Paribas, he led the

bank’s commodity finance operations including

all oil and gas financing across the EMEA region.

In 2012, he joined global commodity trading

company Trafigura as CFO for Europe, the

Middle East, and Africa. Three years later, he was

appointed Group CFO and member of its board

and management committee, a position he held

for a decade. During his tenure, Mr Salmon has

overseen Trafigura’s financial operations through

a period of significant growth, strengthening

the company’s financial position and securing

crucial liquidity access in the notoriously volatile

commodities market.

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Senior Management

John Hamilton

Chief Executive Officer

Qazi Qadeer

Chief Financial Officer

Eric d’Argentré

Chief Operating Officer

John Hamilton, Chief Executive Officer (CEO), has

considerable experience from various positions

in the international oil and gas industry, with board

and senior management roles in various E&P

companies both large and small. He also spent

15 years with ABN AMRO Bank in Europe, Africa,

and the Middle East. The majority of his time with

ABN AMRO was spent in the energy group, with a

principal focus on financing upstream oil and gas.

John is also a member of the Board of Magnora

ASA. He has a BA from Hamilton College in New

York and a MBA from the Rotterdam School of

Management and New York University. He is a

British citizen and resides in London.

Qazi Qadeer, Chief Financial Officer (CFO), is a

Chartered Accountant with a Fellow membership

of Institute of Chartered Accountants of

Pakistan. Qazi joined Panoro at its inception in

2010 as Group Finance Controller. Mr Qadeer

has been Panoro’s CFO since 2012 and has

been instrumental in the growth of the Company

through a number of accretive M&A transactions

and associated financings. Previously he has

worked for PricewaterhouseCoopers in Karachi,

Pakistan, and briefly served as Internal audit

manager in Pak-Arab Refinery before relocating

to London, where he then spent more than five

years with Ernst & Young’s energy and extractive

industry assurance practice, working on various

projects for large and small oil & gas and mining

companies. He has worked on several high-profile

projects including the divestment of BP plc’s

chemicals business in 2005 and IPO of Gem

Diamonds Limited in 2006. He is a British citizen

and resides in London.

Eric d’Argentré, Chief Operating Officer (COO)

& President brings considerable operational

experience in all aspects of the development,

production and management of oil and gas

upstream assets in challenging jurisdictions. He

has spent almost three decades with Perenco

in senior management positions including but

not limited to Group Operation Manager, Group

director for Quality and HSE and Managing

Director for Perenco operations in Cameroon

(80,000boepd), UK (100,000boepd), Colombia

(24,000bopd), Ecuador (30,000bopd) and Turkey

(13,000bopd) among others. Eric also worked

several years as Project Manager and Production

Engineer offshore and onshore Gabon. Eric

graduated with a B.Sc in Mechanical Engineering

and then obtained a M.Sc in Offshore /Petroleum

Engineering from Robert Gordon University in

Aberdeen. He is a French citizen and resides in

London.

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Corporate Governance at Panoro

Panoro Energy ASA (“Panoro”, "Panoro Energy"

or “the Company”, and with its subsidiaries;

the “Group”) aspires to ensure confidence in

the Company and the greatest possible value

creation over time through efficient decision

making, clear division of roles between

shareholders, management and the Board of

Directors (“the Board”) as well as adequate

communication.

Panoro Energy seeks to comply with all the

requirements covered in The Norwegian Code of

Practice for Corporate Governance (the “Code”).

The latest version of the Code of 28 August 2025

is available on the website of the Norwegian

Corporate Governance Board, nues.no. The Code

is based on the “comply or explain” principle,

in that companies should explain alternative

approaches to any specific recommendation.

The Company also seeks to comply with the Oslo

Børs Code of Practice for Investor Relation (IR) of

1 March 2021.

Panoro’s corporate governance policy is based

on the recommendations of the Norwegian Code

of Practice for Corporate Governance. The main

objective for Panoro Energy ASA’s Corporate

Governance is to develop a strong, sustainable,

competitive and a successful E&P company

acting in the best interest of all the stakeholders,

within the laws and regulations of the respective

countries. The Board and management aim for a

controlled and profitable development and long-

term creation of growth through well-founded

governance principles and risk management.

Panoro Energy acknowledges that successful

value-added business is profoundly dependent

upon transparency and internal and external

confidence and trust. Panoro Energy believes

that this is achieved by building a solid reputation

based on our financial performance, our values

and by fulfilling our commitments. Thus, good

corporate governance practices combined with

Panoro Energy’s Code of Conduct is an important

tool in assisting the Board to ensure that we

properly discharge our duty.

The composition of the Board ensures that the

Board represents the common interests of all

shareholders and meets the Company’s need for

expertise, experience, capacity and diversity. The

members of the Board are all non-executive and

represent a broad range of experience including

oil and gas, energy, banking and investment.

During the year, for a limited timeframe, due to

extraordinary personal cicumstances of the

CEO’s indefinite leave of absence, the Chairman

of the Board assumed executive responsibilities.

The composition of the Board ensures that

it can operate independently of any special

interests. Members of the Board are elected for

a maximum period of two years. However, in the

last election, the Board was appointed for one

year. Recruitment of members of the Board may

be phased so that the entire Board is not replaced

at the same time. The Chairman of the Board is

elected by the General Meeting.

The Board may be given power of attorney by the

General Meeting to acquire the Company’s own

shares. Any acquisition of shares will be carried

out through a regulated marketplace at market

price, and the Company will not deviate from the

principle of equal treatment of all shareholders.

If there is limited liquidity in the Company’s share

at the time of such transaction, the Company will

consider other ways to ensure equal treatment of

all shareholders. The Company currently holds a

shareholder authorisation approved in the 2025

Annual General Meeting to acquire its own shares

to a maximum of NOK 584,720 of share capital

equivalent to 11,494,400 shares, each with a

nominal value of NOK 0.05. From the current

year’s authorisation, which is due to expire at

the 2026 Annual General Meeting, the Company

purchased 1,619,250 shares as at 9 April 2026.

The Board may also be given a power of attorney

by the General Meeting to issue new shares for

specific purposes. Any decision to deviate from

the principle of equal treatment by waiving the

pre-emption rights of existing shareholders to

subscribe for shares in the event of an increase in

share capital will be justified and disclosed in the

stock exchange announcement of the increase in

share capital. Such deviation will be made only if it

is in the common interest of the shareholders and

the Company.

The Company has not granted any loans or

guarantees to anyone in the management or any

of the directors.

The Company has implemented a policy for

Ethical Code of Conduct and works diligently

to comply with these guidelines. The full policy

is enclosed in this Annual Report (see section

Corporate Social Responsibility/ Ethical Code of

Conduct).

Responsible Corporate Citizen

Our Code of Conduct encapsulates the guiding

principles for daily life within the Panoro culture.

It sets forth the overarching guidelines that

underscore our commitment to high ethical

standards, professionalism, respect, honesty,

transparency, loyalty, and trust at all levels of the

organisation.

Operating in challenging global environments,

we recognise the paramount importance of

maintaining ethical and responsible practices. It is

imperative that everyone within the organisation

is familiar with and comprehends the conduct and

behavioural expectations outlined in our Code of

Conduct.

Every employee is expected to consistently

exercise good judgement, care, and

consideration, striving to achieve the best

outcomes for all stakeholders. Managers play a

crucial role in ensuring awareness and adherence

to these guidelines within their divisions.

Compliance with the Code of Conduct and the

continuous development of our value-driven

company culture are shared responsibilities

among all.

We are committed to upholding applicable

national and international laws and regulations,

while demonstrating cultural sensitivity within the

bounds of generally accepted business conduct.

In our pursuit of fair competition and ethical

conduct, no employee or representative acting

on behalf of Panoro shall engage in arrangements

contrary to competition and anticorruption laws.

Our accounting systems and procedures are

designed to ensure accurate reflection of all

transactions, payments, receipts, and assets in

the books. All financial reporting, including annual

or interim accounts, are meticulously registered

and documented in accordance with relevant

laws and accounting practices.

The role of the administrative,

management and supervisory bodies

Panoro’s corporate governance is based on the

recommendations of the Norwegian Code of

Practice for Corporate Governance.

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Board Composition

The composition of the Board ensures that

the Board represents the common interests

of all shareholders and meets the Company’s

need for expertise, capacity and diversity. The

members of the Board represent a wide range of

experience including shipping, offshore, energy,

banking and investment. The composition of the

Board ensures that it can operate independently

of any special interests. Members of the Board

are elected for a period of two years, unless

the General Meeting approves a shorter term.

Recruitment of members of the Board may be

phased so that the entire Board is not replaced

at the same time. The General Meeting elects

the Chairman and any Deputy Chairman of the

Board. The Company’s website and annual report

provide detailed information about the Board

members expertise and independence. The

Company has a policy whereby the members

of the Board are encouraged to own shares in

the Company, but to dissuade from a short-term

approach which is not in the best interests of the

Company and its shareholders over the longer

term.

The Board of Directors and executive

management jointly oversee the identification

and management of ESG risks and opportunities,

ensuring their integration into the Company’s

strategy and operations. The Board is responsible

for approving the Company’s overall strategy,

including its approach to ESG risks, and ensures

effective risk management processes are in

place.

The Board also oversees the implementation

of ESG policies through the Sustainability

Committee, which monitors key ESG factors. The

CEO is responsible for day-to-day operations

and for ensuring that ESG considerations are

effectively managed at the operational level, with

regular updates provided to the Board.

Panoro employs a structured risk management

framework that includes both financial and ESG

risks, which are reviewed annually by the Board.

The Company’s internal controls help mitigate

these risks and ensure compliance with relevant

regulations. ESG factors are considered in

strategic decisions, including new investments

and projects.

Panoro is committed to transparency and regularly discloses its ESG performance, including

through its annual report, to ensure stakeholders are informed of how ESG risks and

opportunities are managed.

Nomination Committee

The Company shall have a Nomination

Committee consisting of 2 to 3 members to be

elected by the Annual General Meeting for a

two-year period. The Annual General Meeting

elects the members and the Chairperson of

the Nomination Committee and determines

the committee’s remuneration. The Company

will provide information on the members of the

Nomination Committee on its website.

The Company aims at selecting the members of

the Nomination Committee taking into account

the interests of shareholders in general. The

majority of the Nomination Committee shall

as a rule be independent of the Board and

the executive management. The Nomination

Committee currently consists of three members,

all of which are independent of the Board and the

executive management.

The Nomination Committee’s duties are to

propose to the General Meeting shareholder

elected candidates for election to the Board

and the Nomination Committee, and to propose

remuneration to the Board. The Nomination

Committee justifies its recommendations, and the

recommendations take into account the interests

of shareholders in general and the Company’s

requirements in respect of independence,

expertise, gender, capacity and diversity.

The Nomination Committee is described in

the Company's Articles of Association and the

General Meeting may stipulate guidelines for the

duties of the Nomination Committee.

Remuneration Committee

The Board has established guidelines for the

remuneration of the executive personnel. The

guidelines set out the main principles applied in

determining the salary and other remuneration of

the executive personnel. The guidelines ensure

convergence of the financial interests of the

executive personnel and the shareholders.

Panoro Energy has appointed a Remuneration

Committee (RC) which meets at least once

annually. The objective of the RC is to determine

the compensation structure and remuneration

level of the Company’s CEO. Remuneration to the

CEO shall be at market terms and decided by the

Board and made official at the AGM every year.

Remuneration to other key executives shall be

proposed by the CEO to the RC.

The remuneration shall, both with respect to the

chosen kind of remuneration and the amount,

encourage addition of values to the Company and

contribute to the Company’s common interests –

both for management as well as the owners.

Detailed information about options and

remuneration for executive personnel and Board

members is provided in the Annual Report and in

accordance with section 6-16b of the Norwegian

Public Limited Companies Act.

Annual General Meeting Nomination Committee

Sustainability

Committee

Remuneration

Committee

Corporate Governance

Oversight

Management, Policy

and Operational Control

Audit

Committee

Board

Executive Management Team

ESG Management Framework

Operations (Operated and Non-Operated)

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Remuneration of the Board of Directors

The remuneration to the Board will be decided by

the Annual General Meeting each year.

Panoro Energy is a diversified company, and the

remuneration will reflect the Board’s responsibility,

expertise, the complexity and scope of work as

well as time commitment.

The cash remuneration to the Board is not linked

to the Company’s performance and share options

will only be granted to Board members subject to

recommendation by the Nomination Committee

and approval by shareholder vote at a General

Meeting. Remuneration in addition to normal

director’s fee will be specifically identified in this

Annual Report.

Members of the Board normally do not generally

take on specific assignments for the Company in

addition to their appointment as a member of the

Board.

Audit Committee

The Audit Committee’s objective is to:

• Focus on internal control of the company’s

business activities;

• Ensure independence of the auditors;

• Provide reassurance that the company

operates an effective risk management

programme;

• Review the Company’s financial standing.

Sustainability Committee

The Sustainability Committee is responsible for

reviewing the systems that are used to manage

the Company’s commitment to sustainability,

encompassing ESG.

This incorporates management of HSSE

(including emissions) and biodiversity risks and

corporate social responsibility, overseeing the

appropriate governance, resource and reporting

frameworks that have been put in place to

achieve this. During 2025, the Committee also

focused on the HSSE improvement programme

at TPS, emissions measurement and data quality,

target setting, contractor management, incident

review and joint venture partner engagement.

Board composition

Panoro ensures that its board members possess the necessary expertise across relevant sectors,

products, and geographic regions.

The gender diversity of Panoro’s board is calculated as the average ratio of female to male board

members and was 40:60 at 31 December 2025. The Board collectively possesses experience relevant

to overseeing sustainability related risks and opportunities, including energy transition, environmental

management and governance.

Panoro’s board is composed entirely of independent non-executive members. A brief summary of their

background and experience is provided in the table below.

Name Gender Professional background Experience *

Julien Balkany Male

French Citizen, extensive oil & gas

experience, investment banking

background

1, 2, 4, 5, 7

Torstein Sanness Male

Norwegian Citizen, extensive

technical expertise in oil & gas,

renewable energy leadership

1, 2, 3, 4, 5, 6, 7

Alexandra Herger Female

US Citizen, global energy industry

experience, senior leadership in

exploration and production

1, 2, 3, 4, 5, 6, 7

Gunnvor Ellingsen Female

Norwegian Citizen, corporate M&A

at Shell, extensive banking and

investment experience

1, 2, 4, 5, 7

Christophe Salmon Male

French Citizen, experience with BNP

Paribas and of Trafigura as Group

CFO and member of the board and

management committee

1, 2, 4, 5, 7

* Experience key:

1 Executive leadership

2 Energy industry

3 Science and Technology

4 Global and/or International

5 Accounting and finance

6 Environmental

7 Renewables

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Information provided to and

sustainability matters addressed

by the undertaking’s administrative,

management and supervisory bodies

The Board of Directors, supported by the

Sustainability Committee and other relevant sub-

committees, is regularly informed about material

Impacts, Risks and Opportunities (IROs). Quarterly

updates are provided, covering sustainability

performance, due diligence processes, and the

effectiveness of policies, actions, metrics, and

targets. The sustainability working group and

operational partners present detailed reports to

the Board to ensure oversight and track progress.

The EWRM process further identifies, ranks, and

monitors all business risks, with quarterly reviews

conducted by the Board.

When overseeing strategy, major transactions,

and the risk management process, the Board

and Management integrate sustainability

considerations. For instance, the company’s

entry into South Africa in August 2022 involved

evaluating the potential to produce helium with

world-competitive, carbon- efficient metrics

alongside energy production capable of

offsetting coal-fired power generation.

During the reporting period, the Sustainability

Committee met four times and focused on: the

Norwegian Transparency Act statement; 2025

sustainability reporting and CSRD implications;

EWRM risk assessment results; TPS operations

in Tunisia; the TPS HSSE enrichment programme;

the rollout of HSSE Leaders training; controlled

safety performance; environmental performance

and data collection maturity; target setting;

incident investigation; contractor management;

and joint venture partner engagement on

sustainability initiatives.

Integration of sustainability-related

performance in incentive schemes

Panoro is in the process of refining its

remuneration policies with input from the

Remuneration and Sustainability Committees,

with specific details under development as part of

the company’s medium-term strategy.

As part of this forward-looking approach, Panoro

is integrating climate-related considerations

into the remuneration of its administrative,

management, and supervisory bodies. These

changes will be outlined as part of the company’s

ongoing updated broader sustainability strategy.

Statement on due diligence

The company’s due diligence process covers

financial, commercial, technical, environmental,

social, and governance aspects. It is applied to

new acquisitions, with an additional annual review

to identify, prevent, and mitigate adverse human

rights impacts. The results are disclosed as part

of the company’s commitment to the Norwegian

Transparency Act and align with the human rights

indicators in Commission Delegated Regulation

(EU) 2022/1288.

Risk management and internal controls

over sustainability reporting

Panoro’s risk management and internal control

processes for sustainability reporting are

integrated into our broader EWRM framework.

This includes regular updates to the risk register,

especially regarding environmental challenges

like climate change, emissions, and biodiversity,

covering all sustainability aspects.

The risk assessment approach involves biannual

reviews to identify and manage sustainability

risks, categorised into corporate, exploration, and

asset related risks. Identified risks are prioritised

based on personal safety, asset integrity and

financial impact and reviewed quarterly by the

Board. Findings from risk assessments are

integrated into day-to-day operations and shared

with senior management.

To ensure a relevant and complete report with

accurate data, we have involved a range of key

stakeholders including Burson Buchanan, a

sustainability consultancy to help us develop our

approach to CSRD as well as the copywriting of

this Report. The Sustainability Committee has

reviewed and approved this report.

Implementation and reporting on

corporate governance

The main objective for Panoro’s Corporate

Governance is to develop a strong, sustainable

and competitive company in the best interest of

the shareholders, employees and society at large,

within the laws and regulations of the respective

country. The Board and management aim for a

controlled and profitable development and long-

term creation of growth through well-founded

governance principles and risk management.

The Board will give high priority to finding the

most appropriate working procedures to achieve,

inter alia, the aims covered by these Corporate

Governance guidelines and principles.

The Code comprises 15 points. The Corporate

Governance report is also available on the

Company’s website www.panoroenergy.com.

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General Meetings

Panoro Energy’s Annual General Meeting is

to be held by the end of June each year. The

Board will take necessary steps to ensure

that as many shareholders as possible may

exercise their rights by participating in General

Meetings of the Company, and to ensure that

General Meetings are an effective forum for

the views of shareholders and the Board. An

invitation and agenda (including proxy) will

be sent out no later than 21 days prior to the

meeting to all shareholders in the Company.

The invitation will also be distributed as a stock

exchange notification. The invitation and support

information on the resolutions to be considered

at the General Meeting will furthermore normally

be posted on the Company’s website www.

panoroenergy.com no later than 21 days prior to

the date of the General Meeting.

The recommendation of the Nomination

Committee will normally be available on the

Company’s website at the same time as the

notice.

Panoro Energy will ensure that the resolutions

and supporting information distributed are

sufficiently detailed and comprehensive to allow

shareholders to form a view on all matters to be

considered at the meeting.

The Chairman of the Board and the CEO of the

Company are normally present at the General

Meetings. Other Board members and the

Company’s auditor will aim to be present at the

General Meetings. Members of the Nomination

Committee are requested to be present at the

AGM of the Company. An independent person

to chair the General Meeting will, to the extent

possible, be appointed. Normally the General

Meetings will be chaired by the Company’s

external corporate lawyer.

Shareholders who are unable to attend in person

will be given the opportunity to vote by proxy.

The Company will nominate a person who will

be available to vote on behalf of shareholders

as their proxy. Information on the procedure for

representation at the meeting through proxy will

be set out in the notice for the General Meeting. A

form for the appointment of a proxy, which allows

separate voting instructions for each matter to

be considered by the meeting and for each of

the candidates nominated for elections will be

prepared. Approval of annual accounts, dividend,

remuneration to the Board and the election of the

auditor, among the matters that will be decided

at the AGM. After the meeting, the minutes are

released on the Company’s website.

Equity and dividends

The Board will ensure that the Company at all

times has an equity capital at a level appropriate

to its objectives, strategy and risk profile. The oil

and gas E&P business is highly capital dependent,

requiring Panoro Energy to be sufficiently

capitalised. The Board needs to be proactive

in order for Panoro Energy to be prepared for

changes in the market.

Mandates granted to the Board to increase the

Company’s share capital or to purchase own

shares will normally be restricted to defined

purposes and are normally limited in time to

the following year’s Annual General Meeting.

Any acquisition of our shares will be carried

out through a regulated marketplace at market

price, and the Company will not deviate from the

principle of equal treatment of all shareholders. If

there is limited liquidity in the Company’s shares

at the time of such transaction, the Company will

consider other ways to ensure equal treatment of

all shareholders.

Mandates granted to the Board for issue of

shares for different purposes will each be

considered separately by the General Meeting.

Any decision to deviate from the principle of

equal treatment by waiving the pre-emption rights

of existing shareholders to subscribe for shares

in the event of an increase in share capital will

be justified and disclosed in the stock exchange

announcement of the increase in share capital.

Such deviation will be made only in the common

interest of the shareholders of the Company.

The Company has continued to pay cash

distributions to shareholders on a regular

basis and the Board will continue to consider

appropriate timing and size of future distributions.

Equal treatment of shareholders and

transactions with close associates

Panoro Energy has one class of shares

representing one vote at the Annual General

Meeting. The Articles of Association contains no

restriction regarding the right to vote.

All Board members, employees of the Company

and close associates must internally clear

potential transactions in the Company’s shares

or other financial instruments related to the

Company prior to any transaction. All transactions

between the Company and shareholders,

shareholder’s parent company, members of

the Board of Directors, executive personnel

or close associates of any such parties, are

governed by the Code and the rules of the Oslo

Stock Exchange, in addition to statutory law.

Any transaction with close associates will be

evaluated by an independent third party, unless

the transaction requires the approval of the

General Meeting pursuant to the requirements

of the Norwegian Public Limited Liabilities

Companies Act. Independent valuations will

also be arranged in respect of transactions

between companies in the Group where any

of the companies involved have minority

shareholders. Any transactions with related

parties, primary insiders or employees shall be

made in accordance with Panoro Energy’s own

instructions for Insider Trading. The Company has

guidelines to ensure that members of the Board

and executive personnel notify the Board if they

have any material direct or indirect interest in any

transaction entered into by the Company.

Shares and negotiability

Shares of Panoro Energy are listed on the Oslo

Stock Exchange. There are no restrictions on

ownership, trading or voting of shares in Panoro

Energy’s Articles of Association.

Auditor

The auditor will be appointed by the General

Meeting.

The Board has appointed an Audit Committee

as a sub-committee of the Board, which will

meet with the auditor regularly. The objective of

the committee is to focus on internal control,

independence of the auditor, risk management

and the Company’s financial standing.

The auditors will send a complete Management

Letter/Report to the Board – which is a summary

report of risks faced by the business. The

auditor participates in meetings of the Board

that deal with the annual accounts, where the

auditor reviews any material changes in the

Company’s accounting principles, comments on

any material estimated accounting figures and

reports all material matters on which there has

been disagreement between the auditor and the

executive management of the Company.

In view of the auditor’s independence of the

Company’s executive management, the auditor is

also present in at least one Board meeting each

year at which neither the CEO nor other members

of the executive management are present.

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Panoro Energy places importance on

independence and has established guidelines

in respect of retaining the Company’s external

auditor by the Company’s executive management

for services other than the audit.

The Board reports the remuneration paid to the

auditor at the Annual General Meeting, including

details of the fee paid for audit work and any fees

paid for other specific assignments.

Take-overs

Panoro Energy has established the following

guiding principles for how the Board will act in the

event of a take-over bid.

As of today, the Board does not hold any

authorisations as set forth in Section 6-17 of

the Securities Trading Act, to effectuate defence

measures if a takeover bid is launched on Panoro

Energy.

The Board may be authorised by the General

Meeting to acquire its own shares but will not be

able to utilise this in order to obstruct a takeover

bid, unless approved by the General Meeting

following the announcement of a takeover bid.

The Board of Directors will generally not hinder

or obstruct take-over bids for the Company’s

activities or shares.

As a rule, the Company will not enter into

agreements with the purpose to limit the

Company’s ability to arrange other bids for the

Company’s shares unless it is clear that such

an agreement is in the common interest of the

Company and its shareholders. As a starting

point the same applies to any agreement on

the payment of financial compensation to the

bidder if the bid does not proceed. Any financial

compensation will as a rule be limited to the

costs the bidder has incurred in making the bid.

The Company will generally seek to disclose

agreements entered into with the bidder that are

material to the market’s evaluation of the bid no

later than at the same time as the announcement

that the bid will be made is published.

In the event of a take-over bid for the Company’s

shares, the Board of Directors will not exercise

mandates or pass any resolutions with the

intention of obstructing the take-over bid unless

this is approved by the General Meeting following

announcement of the bid.

If an offer is made for the Company’s shares, the

Board will issue a statement evaluating the offer

and making a recommendation as to whether

shareholders should or should not accept the

offer. The Board will also arrange a valuation with

an explanation from an independent expert. The

valuation will be made public no later than at

the time of the public disclosure of the Board’s

statement. Any transactions that are in effect

a disposal of the Company’s activities will be

decided by a General Meeting.

Information and communication

The Company has established guidelines for

the Company’s reporting of financial and other

information.

The Company publishes an annual financial

calendar including the dates the Company plans

to publish the quarterly and interim updates

and the date for the Annual General Meeting.

The calendar can be found on the Company’s

website and will also be distributed as a stock

exchange notification and updated on Oslo Stock

Exchange’s website. The calendar is published

at the end of a fiscal year, according to the

continuing obligations for companies listed on

the Oslo Stock Exchange. The calendar is also

included in the Company’s interim reports.

All shareholders information is published

simultaneously on the Company’s web site and to

appropriate financial news media.

Panoro Energy normally makes four quarterly

presentations a year to shareholders, potential

investors and analysts in connection with

quarterly earnings reports. The quarterly

presentations are held through webinars

to facilitate participation by all interested

shareholders, analysts, potential investors

and members of the financial community. A

question-and-answer session is held at the end

of each presentation to allow management to

answer the questions of attendees. A recording

of the webinar presentation is retained on the

Company's website www.panoroenergy.com for a

limited number of days.

The Company also makes investor presentations

at conferences in and out of Norway. The

information packages presented at such

meetings are published simultaneously on the

Company’s web site.

The Chairman, CEO and CFO of Panoro Energy

are the only people who are authorised to

speak to, or be in contact with the press,

unless otherwise described or approved by the

Chairman, CEO and/or CFO. The Board wishes

to thank the staff and shareholders for their

continued commitment to the Company.

21 April 2026

The Board of Directors

Panoro Energy ASA

JULIEN BALKANY

Chairman of the Board

TORSTEIN SANNESS

Deputy Chairman of the Board

CHRISTOPHE SALMON

Non-Executive Director

ALEXANDRA HERGER

Non-Executive Director

GUNNVOR ELLINGSEN

Non-Executive Director

JOHN HAMILTON

Chief Executive Officer

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Sustainability Report

Sustainability

Report

Sustainability is embedded in

everything we do - from how we

operate and innovate, to how we

collaborate with partners and

communities.

About our sustainability reporting 31

Strategy, business model and value chain 32

Our sustainability journey 33

Engaging stakeholders 34

Identifying and managing our material sustainability topics 35

Environment 38

Social 48

Business Conduct 56

Data Appendices 58

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About our sustainability reporting

In 2025, Panoro Energy ASA (‘Panoro’ or ‘the

Company’) continued to strengthen its approach

to sustainability reporting, reflecting evolving

industry expectations and the interests of our

stakeholders. The Company remains committed

to providing transparent and decision-useful

disclosures on environmental, social, and

governance topics, informed by a structured

assessment of where our operations have the

greatest societal and environmental impact

and where sustainability factors influence the

business.

In preparing its sustainability disclosures, Panoro

has historically drawn on established frameworks,

including the Global Reporting Initiative (GRI),

the Sustainability Accounting Standards Board

(SASB) for industry-specific metrics, and the

International Petroleum Industry Environmental

Conservation Association (IPIECA) for responsible

industry practices.

For the first time, sustainability disclosures are

integrated within the Annual Report and prepared

in alignment with the European Sustainability

Reporting Standards (ESRS), in accordance

with the Corporate Sustainability Reporting

Directive (CSRD). This new regulatory framework

supersedes previous recommendations, such

as those from the Task Force on Climate-related

Financial Disclosures (TCFD), by integrating

climate-related risks and opportunities into

a comprehensive and mandatory reporting

structure.

While ESRS now provides the primary inspiration

for our disclosures, we continue to reference

the principles and guidance from GRI, SASB,

and IPIECA to ensure our reporting remains

transparent, consistent, and relevant to all our

stakeholders.

Through improvements in data collection,

operational reporting, and internal processes,

including enhancements to controls and

methodologies supporting ESRS-aligned

disclosures, the report provides stakeholders

with a clear view of how we manage sustainability

impacts and related risks and opportunities

across our operations, while identifying areas

where further progress is needed. It reflects

Panoro’s continued dedication to responsible

business practices and sustainable development.

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Strategy, business

model and value

chain

Panoro embeds sustainability into our strategy,

business model, and value chain. This section

examines how we monitor and address

environmental and social impacts across

exploration, production, and supply activities

in Equatorial Guinea, Gabon, Tunisia, and South

Africa.

Sustainability considerations shape our

approach to securing exploration rights,

conducting subsurface studies, and deploying

advanced drilling technologies. We prioritise

emissions tracking, resource efficiency, and

safety protocols to minimise impacts whilst

maximising value for investors and host

communities (further details in Directors’

Report, pages 7 to 29).

From extraction to global delivery of crude

oil and natural gas, we identify efficiencies

that reduce our footprint and strengthen local

contributions. In South Africa, natural gas

and helium opportunities align with energy

transition goals, balancing reliable supply

with responsible management (see Company

Summary, page 3).

Upstream

supply chain

Downstream

supply chain

Influential partner

Panoro is an investor in these

assets and therefore has

no operational control.

Safe and sustainable

operations

Panoro’s own operations

therefore the company holds

operational control.

Capital goods

Transport

Gabon

Dussafu Marin Permit

17.5% interest

Niosi Marin Permit

25% interest

Guduma Marin Permit

25% interest

Equatorial

Guinea

Block G

14.25% interest

End use

Distributing

and marketing

Tunisia Operations

49% interest in TPS

185 people

Onshore and offshore

shallow assets

Panoro’s Offices

34 people

Processing

Raw Materials

Refining

Equatorial

Guinea

Block EG-01

56% interest

Block-23

80% interest

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Our sustainability

journey

As a joint venture operator and non-operating

partner across oil and gas assets in Africa, our

ability to influence outcomes varies by location

and operational role. Our sustainability strategy

is built around three pillars that align with our

corporate objectives, reflecting where we can

have the greatest impact and how we work with

partners and communities.

Safe & Sustainable Operations Influential Partner Responsible Corporate Citizen

Commitment Alongside our partner ETAP, we

are committed tomaintainingthe

highest standards of health, safety,

and environmental management. We

actively engage communities around our

operations to understand and manage the

wider impacts of our activities.

Leveraging our industryexpertise, we

work closely with joint venture partners

tosafely and responsiblyoperateassets,

while supporting a just and sustainable

energy transition across Africa.

Weoperatetransparently, ethically,

and responsibly, supporting initiatives

that enhance livelihoods, strengthen

governance, and promote trust with all

stakeholders.

2025 Highlights • Continued a strong focus on improving

operational safety performancefor

staff and contractors at the joint-

operated TPS asset in Tunisia, resulting

inasignificant reduction in thenumber

and severity of reportable incidents.

• Enhanced data integrity at TPS

through investment in new

methanemonitoringtechnologies,

enabling the implementation of a

credible Leak Detection and Repair

(LDAR) programme.

• Progressed a multi-year

decarbonisation roadmap for the TPS

asset in collaboration with our partner

ETAP, with a gas valorisation project

currently in the engineering design

phase.

• Maintained oversight of the Gas

Injection Network Integration (GINI)

project at Block G, Equatorial Guinea,

which moved into its execution phase

and is the cornerstone of our partner’s

target to reduce carbon intensity by

50% by 2030.

• Leveraged our role within joint venture

governance structures to oversee the

implementation of robust asset integrity

management programmes at our non-

operated assets, including proactive

pipeline and vessel inspections.

• Conducted our annual risk screening of

the supplier base for human rights and

environmental risks as part of our due

diligence process under the Norwegian

Transparency Act.

• Delivered a formal, compulsory

anti-bribery and corruption training

session in July 2025, covering 100%

of at-risk functions and all members

of our administrative, supervisory, and

management bodies.

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Engaging

stakeholders

Panoro values proactive engagement with

its stakeholders as a key part of its business

strategy. Feedback from employees, investors,

joint venture partners, local communities, and

host governments informs our sustainability

priorities, helps manage operational and

reputational risks, and strengthens long-term

relationships. Engagement occurs through a

combination of structured surveys, meetings,

reporting channels, and ongoing dialogue

embedded in our operations.

The following table discloses why we engage with

our key stakeholders, the priorities during those

engagements and their relevant activities.

Stakeholder Purpose of engagement Key focus areas 2025 activities and initiatives

Employees

Retain and develop a skilled

workforce, ensure a safe and

inclusive workplace.

• Occupational health and safety

• Employment practices

• Professional development

• Non-discrimination and equal

opportunity

• Secure working environment

• Conducted weekly CEO-led staff and country

manager meetings.

• Maintained an “open door” policy for direct

access to senior management.

• Completed annual performance and career

development reviews.

• Expanded the ‘HSSE: For Life’ training

programme at TPS to include field operational

teams.

Investors and

financial institutions

Build trust, ensure transparency,

and support long-term value

creation.

• Economic performance

• Risk management

• Financial obligations to host countries

• Climate resilience and transition

• Ethics and transparency

• Published Annual Report including an

integrated sustainability chapter.

• Panoro Energy holds four quarterly

presentations a year to shareholders, potential

investors and analysts in connection with a

quarterly financial and operational report.

• The company participated in multiple

shareholder meetings throughout the year.

Local communities

Nurture positive relationships

and support sustainable local

development.

• Economic contributions

• Employment opportunities

• Community programmes

• Engaged with governing authorities in

Tunisia to offer assistance with solar lighting

installation.

• Through our partners, supported social

investment programmes in Equatorial Guinea

and Gabon focused on education, healthcare,

water access, and biodiversity.

JV partners

Align on operational standards

and promote shared

responsibility.

• Operational performance

• Asset integrity and critical incident

management

• Employment practices

• HSSE and security practices and

performance

• Climate adaptation

• Participated actively in all scheduled Technical

and Operating Committee Meetings (TOCMs/

OCMs).

• Progressed the multi-year decarbonisation

roadmap for the TPS asset with our partner

ETAP.

• Oversaw the execution phase of the GINI

flaring elimination project (Phase 1) at Block G.

•Collaborated on budgeting for pollution

prevention and asset integrity measures across

JVs.

Host Governments

Ensure regulatory compliance

and transparent collaboration.

• Economic contributions

• Labour practices

• Community engagement programmes

• Business ethics and transparency

• Maintained regular dialogue on operational

activities, projects, and regulatory compliance.

• Engaged with Tunisia’s national environmental

agency (ANPE) on offshore pipeline

management strategies.

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Identifying and managing our material sustainability topics

Panoro defines risk as the exposure to

circumstances that could adversely affect

our people, environment, assets, or financial

performance. To manage these risks

systematically, we categorise them across six

principal areas:

• People and Health & Safety

• Security

• Environment

• Public, Country, and Reputation

• Assets, Operations, and Climate Change

• Financial Impact

Our commitment is to proactively identify,

assess, and mitigate these risks by applying the

principle of As Low As Reasonably Practicable

(ALARP) across our operations. Our Safety

and Sustainability Policy formally outlines our

approach, with comprehensive risk registers

subject to six-monthly reviews and updates.

Our foundational materiality

assessment

In 2024, Panoro conducted its first

comprehensive materiality assessment to identify

and prioritise the sustainability topics most

significant to our business and stakeholders.

This foundational process, which we now revisit

annually, ensures our strategy remains focused

on the correct areas.

Methodology

The assessment was initiated by an internal

working group that reviewed a comprehensive

list of potential sustainability matters to ensure

relevance to our industry and operations. The

evaluation phase combined the deep operational

experience of our internal teams with the support

of external sustainability consultants.

A crucial element of the process was gathering

stakeholder perspectives. We conducted a

structured survey designed to assess each

sustainability topic from two distinct viewpoints:

• Impact Materiality: The significance of our

organisation's actual or potential impacts on

people and the environment.

• Financial Materiality: The potential for

each topic to generate financial risks or

opportunities for our business.

By analysing topics through both lenses, we

developed a complete view of our sustainability

landscape. Agreed-upon thresholds for both

impact and financial materiality allowed us to

prioritise the most critical topics with a practical

and focused scope.

Assessment results and 2025

priorities

The 2024 materiality assessment process

identified 16 sustainability matters as material to

Panoro. Of these, 12 were determined to be of

high priority from both an impact and a financial

perspective, forming the core of our sustainability

focus. Notably, in addition to standard industry

topics, our assessment highlighted two matters

of specific strategic importance to Panoro: Asset

Integrity and Closure and Rehabilitation.

These insights provided a robust foundation for

our strategic priorities throughout 2025. Our

materiality assessment is a dynamic process,

and we actively monitor these topics through

our enterprise-wide risk management (EWRM)

framework. This has allowed us to develop a

deeper understanding of how these issues are

evolving. Key updates to our materiality landscape

in 2025 include:

1. Interconnected Social and Governance

Topics in Tunisia

In 2025, our risk monitoring highlighted a

growing interplay between several social and

governance topics within our Tunisian operations.

Topics identified as individually material in

2024, including Working Conditions, Employee

Development, and Contractor Management, are

now understood to form a set of closely linked

strategic considerations. External factors, such

as new labour legislation have reinforced the

importance of ensuring a stable, skilled workforce.

2. The Emergence of Cybersecurity as a

Material Topic

Reflecting the increasing importance of digital

security for the global energy sector, our

2025 risk management process recognised

Cybersecurity as a distinct material topic.

Proactive assessments identified the potential for

a cyber-attack on our operational infrastructure

as a significant potential risk. As a result, we have

established cybersecurity as a key area of focus

to ensure the integrity of our assets and the

continuity of our operations.

3. Demonstrating Effective Risk

Management in Asset Integrity

Our EWRM process has also demonstrated

its effectiveness in successfully managing

operational risks. Under the foundational topic

of Asset Integrity, specific risks identified in our

non-operated assets in Gabon were successfully

reduced during 2025. Proactive management

of the gas lift compressor and the careful

selection of a quality contractor for workover

operations have tangibly lowered their risk

profiles. As a non-operating partner, we leverage

our influence through regular technical and

operating committee meetings to ensure our

partners uphold the highest standards of risk

management.

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IG H

E F

VTQ

Impact materiality

Important

Double materiality

Financial materiality

Topic Code

Climate Change Mitigation A

Climate Change Adaptation B

Energy Management C

Pollution of Air D

Pollution of Water E

Pollution of Soil F

Substances of Concern G

Water Withdrawals H

Water Consumption I

Water Discharges J

Marine Resource Impacts K

Biodiversity Impact Driver L

Species Impact M

Ecosystem Condition N

Resource Inflows O

Topic Code

Resource Outflows P

Waste Management Q

Working Conditions R

Employee Development S

Social Dialogue T

Supply Chain Labour U

Contract Management V

Supply Chain Management W

Community Engagement X

Corporate Governance Y

Ethics and Compliance Z

Transparency AA

Asset Integrity AB

Closure and rehabilitation AC

Cybersecurity AD

The diagram illustrates our updated materiality assessment for 2025. Topics in the top-right quadrant

represent the highest priority for our strategic focus and reporting, reflecting the key developments

identified during the year.

Governance and management of material topics

Corporate Policy and Management Framework

Corporate Standards

Asset Level (Operated and Non-Operated)

Safety and Sustainability Policy

Environmental, Social and Governance (ESG) Framework

Operating Company Management Systems and Procedures

Health, Safety,

Security &

Environment

Risk Management

Performance

Monitoring

Audits and

Reviews

ESG Reporting

Code of Conduct

(Ethics)

Emergency

Response

Incident

Investigation &

Reporting

Panoro is committed to operating responsibly

by reducing our environmental impacts and

ensuring our presence has a positive influence

on our stakeholders. Our Management System

Framework outlines the principal components for

governing and managing safety and sustainability

within our operations.

Ultimate responsibility rests with our Chief

Executive Officer, who is supported by the senior

management team and receives formal oversight

from the Board’s Sustainability Committee. To

ensure responsible operations, this Framework

guides all who work on our behalf, ensuring high

standards and robust governance.

Progress against sustainability objectives and

targets is monitored by the senior management

team during weekly operational meetings.

Furthermore, our EWRM standard mandates

formal risk reviews at least twice a year. During

these sessions, all existing and newly identified

high-risk items are reviewed to assess the

effectiveness of our mitigation measures.

Following these meetings, the company-wide

and Board risk registers are updated, and a formal

risk report is prepared for the Board. This same

EWRM process is applied to newly acquired

assets immediately upon completion of the

transaction, ensuring consistent and rigorous

oversight across the portfolio.

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Oversight and assurance in our

non-operated assets

As a non-operating partner in our key assets

in Equatorial Guinea and Gabon, Panoro places

significant emphasis on ensuring our operating

partners manage sustainability risks to the

highest international standards. Throughout

2025, we maintained rigorous oversight through

active participation in joint venture governance

and by monitoring the performance of the robust

management systems our partners have in place.

Risk management in Equatorial Guinea

Our partner, Trident Energy, has a strong

commitment to managing climate risk, with

an established Enterprise Risk Management

Framework. We are assured that their governance

structure provides robust oversight, with strategic

guidance from their Board of Directors and

a dedicated ESG Committee that convenes

quarterly to cover ethics, compliance, health and

safety, and the environment. Their management

system, comprising a comprehensive set of

policies, procedures, and standards, is aligned

with international best practices and the United

Nations Sustainable Development Goals.

Risk management in Gabon

In Gabon, our partner BW Energy utilises an

Operations Management System (OMS) built

on the recommended guidelines from the

International Association of Oil & Gas Producers

(IOGP). This framework is designed to ensure

operational effectiveness while prioritising the

safety of workers and the protection of the

environment. Their Health, Safety, Environmental

& Quality (HSEQ) framework, built on the core

pillars of people, process, and plant, provides a

structured approach to achieving their goal of

zero harm to people, the environment, and assets.

Crucially for Panoro’s assurance process, we

verify that BW Energy’s activities in Gabon align

with globally recognised frameworks, including:

• The Equator Principles (IV);

• The International Finance Corporation (IFC)

Performance Standards on Environmental and

Social Sustainability; and

• The World Bank Group’s Environmental, Health,

and Safety (EHS) Guidelines for Offshore Oil

and Gas Development.

This regular reporting, combined with our

active engagement in technical and operating

committee meetings for both assets, provides

us with direct oversight and confidence that risks

are being effectively managed in line with our own

standards and stakeholder expectations.

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Environment

Environmental management

Panoro Energy’s commitment to responsible

environmental stewardship is integrated into

our operational strategy and governed by a

comprehensive ESG Management System. This

framework, which is based on the principles of

international standards ISO 45001, 9001, and

14001, ensures clear accountability and drives

continual improvement across our corporate

offices and all operating assets. Our publicly

available Safety and Sustainability Policy

specifies our commitment to operating in an

environmentally efficient manner, applying As Low

As Reasonably Practicable (ALARP) principles to

minimise pollution and protect biodiversity.

This governance extends to our joint ventures. At

our joint-operated TPS asset, where we partner

with the state-owned ETAP, the management

system aligns with Panoro’s corporate standards.

Performance is actively monitored through

a ‘corrective actions’ register, with oversight

from both partners during quarterly Technical

and Operating Committee Meetings (TOCMs).

In December 2025, we conducted our annual

environmental reporting audit of TPS for the

2025 reporting period, confirming that our data

collection processes meet industry guidelines

and identifying further recommendations

for improving data accuracy, which TPS has

committed to implementing.

Our commitment to high environmental standards

extends across our value chain. We manage

supplier performance through a Supplier Code

of Conduct, which is provided to all potential

suppliers and sets clear expectations for

environmental responsibility. This is supported by

an annual risk screening of suppliers for potential

environmental impacts, part of our due diligence

process under the Norwegian Transparency Act.

Emergency response

Our Emergency Response standard, based

on the Incident Command System, ensures

a coordinated and effective response to any

environmental incident. We maintain dedicated

response facilities at each location and hold

contracts with Oil Spill Response Limited (OSRL)

for expert external support.

Climate change

Strategy

Transition plan for climate change

mitigation

Panoro’s strategy is to meet global energy

demand responsibly. While we remain committed

to our core business of oil and gas production,

we are actively developing and implementing

decarbonisation initiatives to enhance

efficiency and reduce the carbon intensity of

our operations. These initiatives are focused on

operational improvements, flare reduction, energy

efficiency and enhanced emissions monitoring.

All decarbonisation initiatives are approved by

asset project teams, joint venture operating

committees, and Panoro’s Senior Management

and Board, ensuring alignment with business

planning and capital allocation processes. As this

work continues to mature, further detail will be

provided on the sequencing, prioritisation and

expected impact of key initiatives.

Alignment with the Paris Agreement

Panoro recognises the importance of aligning

with the objectives of the Paris Agreement.

We are committed to setting GHG emissions

reduction targets compatible with a 1.5°C global

climate goal. To support this, we have established

emissions reduction targets at one of our key

assets and are prioritising the development of

Scope 1 and Scope 2 targets across the rest of

our portfolio.

In 2025, we continued to quantify our Scope

3 emissions, focusing on Category 11 (Use

of Sold Products), to build a comprehensive

approach to target-setting. Panoro is not currently

included in any EU Paris-aligned Benchmarks but

continues to evaluate its alignment with relevant

sustainability criteria.

Climate scenario analysis

To test the resilience of our portfolio and strategy,

Panoro conducts sensitivity analysis against a

range of future energy trends. Our analysis uses

scenarios published by the International Energy

Agency (IEA) in its World Energy Outlook 2025,

which provide widely recognised reference

pathways for the future evolution of the global

energy system.

The scenarios explore how different policy,

technology, and market developments could

affect global energy demand and commodity

prices. Panoro assesses the resilience of

its portfolio by adjusting long-term oil price

assumptions to align with each scenario and

modelling the resulting impacts on project

economics, reserves and net present value.

The Company considers three scenarios from

the IEA framework: the Current Policies Scenario

(CPS), the Stated Policies Scenario (STEPS) and

the Net Zero Emissions by 2050 Scenario (NZE).

Current Policies Scenario (CPS)

The Current Policies Scenario reflects only

energy and climate policies that have already

been implemented by governments. It therefore

provides a conservative outlook in which the

pace of the energy transition is slower and fossil

fuel demand remains comparatively strong.

Under this scenario, global oil demand continues

to grow modestly through the 2030s before

stabilising, reflecting continued demand in

sectors such as aviation, petrochemicals and

heavy transport. Oil prices remain relatively

robust as demand persists and investment in new

supply remains necessary to offset natural field

decline.

This scenario provides an indication of the

potential outlook if policy ambition does not

increase materially beyond existing legislation.

Stated Policies Scenario (STEPS)

The Stated Policies Scenario reflects the

direction of travel of government energy and

climate policy, incorporating announced policy

ambitions and targets even where they are not

yet fully implemented.

Under this pathway, global oil demand reaches

a plateau around the end of the decade

before gradually declining as electrification

of road transport accelerates and efficiency

improvements reduce overall energy demand.

However, oil continues to play an important role

in the energy mix through 2050, particularly in

sectors that are harder to decarbonise such as

aviation, shipping and petrochemicals.

Prices under this scenario remain supported

by ongoing demand and continued supply

management by major producing countries,

although long-term price levels are generally

lower than in a scenario with limited policy

development.

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Net Zero Emissions by 2050 Scenario

(NZE)

The Net Zero Emissions by 2050 Scenario

outlines a pathway consistent with limiting global

warming to approximately 1.5°C. Achieving this

outcome requires rapid deployment of low-

emission technologies, significant improvements

in energy efficiency, and a substantial reduction in

the use of fossil fuels.

In this scenario, global oil demand declines

rapidly as electric vehicles, alternative fuels and

efficiency improvements transform the transport

sector. Remaining oil demand is concentrated

in non-combustion uses such as petrochemical

feedstocks and certain industrial applications.

The sharp decline in demand leads to significantly

lower long-term oil prices compared with the CPS

and STEPS scenarios.

Key Findings from Resilience

Assessment

Panoro’s scenario analysis indicates that the

Company’s portfolio remains resilient across the

range of IEA scenarios assessed , the impact on

the NPV and Reserves is tabulated on Page 110.

Even under the most ambitious transition

pathway represented by the NZE Scenario, the

Company’s producing assets and development

projects remain economically viable. Lower long-

term oil prices reduce the net present value of

the portfolio relative to the base case in the NZE

Scenario, in the other two cases net present value

increases relative to the base case.

These sensitivities assume that all other

assumptions remain unchanged, including

production profiles, capital expenditure and

operating costs. In practice, a sustained

reduction in commodity prices would likely result

in mitigating actions by the Group and its licence

partners, such as revisions to development

plans, drilling schedules and production profiles.

These potential responses are not reflected in

the analysis, as quantifying such adjustments

would require detailed evaluation of hypothetical

operating scenarios rather than current approved

development plans.

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Climate impacts and strategic resilience

As a responsible energy producer, Panoro acknowledges that our core operations and the end-use of our products result in GHG emissions. Our strategy and business model are designed to be resilient and

responsive, informed by a structured process for identifying and managing material climate-related impacts, risks, and opportunities. This ensures we can continue to deliver energy safely and responsibly while

navigating the energy transition.

Our process for assessing climate change impacts involves a systematic evaluation of both transition and physical risks across our operations and value chain. We integrate climate risk factors into country-specific

risk registers and conduct an annual resilience analysis that combines desktop climate research with direct engagement with our country managers. This approach allows us to assess our sensitivity to various

hazards and understand the long-term implications for our assets.

Our analysis considers defined time horizons of short-term (to 2026), medium-term (2027–2030), and long-term (post-2030).

In line with the ESRS framework, we categorise our principal climate-related risks as follows:

Type Related risks Timeframe Potential financial impact Activities and mitigations

Transition

Risk

Policy and

Legal

Increased regulation

related to climate

change

Medium Increased operating costs Monitoring regulation, strengthening reporting systems

Enhanced emissions

reporting

Short

Increased compliance costs and resourcing

for measurement, verification

Build internal emissions measurement and reporting systems; align reporting with

relevant frameworks.

Exposure to litigation Medium

Legal costs; fines; potential project delays;

impairment of reserves if halted

Transparent communications on emissions and decarbonisation plans; proactive

stakeholder engagement.

Market

Changing customer

behaviour

Long

Reduced demand for oil & gas products;

lower commodity prices

Communicate energy transition strategy to investors; scenario planning for energy

demand changes.

Uncertainty in market

signals

Short Cash flow volatility; planning challenges

Create long-term planningobjectiveswithshorter term tactical optionality,

thenmanage the price and cost cycle opportunities that arise.

Increased cost of raw

materials

Short Higher input costs; compression onmargins Improve energy efficiency at facilities; adopt lower emissions technology.

Reputation

Stigmatisation of

sector

Medium-Long

Share price pressure; funding cost increases;

reduced access to capital

Active sustainability reporting; engagement with investors; highlight emissions

reduction projects.

Increased

stakeholder

concern or negative

stakeholder feedback

Medium-Long

Project delays; financing hurdles; reputational

damage

Stakeholder engagement plans; transparent disclosure.

Risk of not being

able to influence

operators to reach

sustainability goals

Short-Long

Slower emissions reductions; misalignment

on disclosures; reputational impact

Joint governance forums.

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Type Related risks Timeframe Potential financial impact Activities and mitigations

Transition

Risk

Policy and

Legal

Increased regulation

related to climate

change

Medium Increased operating costs Monitoring regulation, strengthening reporting systems

Enhanced emissions

reporting

Short

Increased compliance costs and resourcing

for measurement, verification

Build internal emissions measurement and reporting systems; align reporting with

relevant frameworks.

Exposure to litigation Medium

Legal costs; fines; potential project delays;

impairment of reserves if halted

Transparent communications on emissions and decarbonisation plans; proactive

stakeholder engagement.

Market

Changing customer

behaviour

Long

Reduced demand for oil & gas products; lower

commodity prices

Communicate energy transition strategy to investors; scenario planning for energy

demand changes.

Uncertainty in market

signals

Short Cash flow volatility; planning challenges

Create long-term planningobjectiveswithshorter term tactical optionality,

thenmanage the price and cost cycle opportunities that arise.

Increased cost of raw

materials

Short Higher input costs; compression onmargins Improve energy efficiency at facilities; adopt lower emissions technology.

Reputation

Stigmatisation of

sector

Medium-Long

Share price pressure; funding cost increases;

reduced access to capital

Active sustainability reporting; engagement with investors; highlight emissions

reduction projects.

Increased

stakeholder

concern or negative

stakeholder feedback

Medium-Long

Project delays; financing hurdles; reputational

damage

Stakeholder engagement plans; transparent disclosure.

Risk of not being

able to influence

operators to reach

sustainability goals

Short-Long

Slower emissions reductions; misalignment

on disclosures; reputational impact

Joint governance forums.

Physical

Risk

Acute

Increased severity

of extreme weather

events such as

cyclones and floods

Medium-Long

Operational disruption; asset damage;

evacuation costs

Integrate climate-resilience into asset planning; emergency response planning;

insurance coverage.

Chronic

Changes in

precipitation patterns

and extreme

variability in weather

patterns

Medium-Long Interruptions tologistics; infrastructure stress

Infrastructure adaptation plans; water resourcemanagement; climate vulnerability

assessments.

Rising mean

temperatures

Medium-Long

Increased cooling costs; heat stress on

personnel/equipment

Facilities climate adaptation measures; worker heat-stress protocols; efficiency

upgrades.

Rising sea levels Long

Potential coastal and port infrastructure

impacts

Long-term asset siting strategy.

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Diversification

In addition to the oil and gas sector, Panoro is

exploring potential diversification into natural

gas and helium, particularly in the Karoo Basin in

South Africa.

Climate-related risk management

We manage climate-related risks through building

an understanding of their causes, impacts,

and related legislative developments. Our risk

management process is benchmarked against

the upstream industry, and we set SMART

(Specific, Measurable, Attainable, Realistic,

and Timely) targets for emissions reduction,

asset integrity improvements, and remaining a

responsible corporate citizen. We also conduct

internal audits to verify the effectiveness of these

measures.

Once risks are classified into Low, Medium,

High, and Very High categories, we develop

and implement risk reduction strategies to

bring risks down to acceptable levels. These

strategies include avoiding, reducing, transferring,

or accepting risks. Each country-specific risk

meetings, with high-risk items escalated to the

company-wide risk register, which is reviewed

every three months by the Executive Team

and discussed at least twice annually in Board

meetings.

Policies related to climate change

Panoro’s approach to managing climate change

is underpinned by our comprehensive Safety and

Sustainability Policy. This foundational document

provides the framework for integrating the

management of our material impacts, risks, and

opportunities into all aspects of our operations,

ensuring that climate considerations are a central

part of our business conduct.

The policy establishes clear commitments

to leadership accountability, proactive risk

management, stakeholder engagement, and

transparent reporting on our performance. Its

scope is universal, applying across all Panoro's

operations, employees, contractors, and

business partners, with ultimate accountability

for its implementation resting with the Chief

Executive Officer.

To ensure robust governance, the policy is aligned

with all applicable environmental and climate

change laws, regulations, and industry best

practices. It also formalises our commitment to

stakeholder engagement, emphasising ongoing

consultation with local communities, business

partners, and employees to integrate their

perspectives into our sustainability management

approach. In the interest of full transparency,

the policy is publicly available to all stakeholders

through our corporate communication channels.

Overall, the Safety and Sustainability Policy

focuses on driving tangible improvements

in energy efficiency, emissions reduction,

and resilience to climate-related risks. We

are committed to its continual review and

enhancement to effectively address the evolving

challenges and opportunities presented by

climate change.

GINI: Foxtrot compression

GINI: Light Vapour

Recovery Unit

GINI: Gas Storage

Guebiba Phase 1 and 2

Microturbine Installation

Tank Battery

Microturbine Installation

50%

reduction

by 2030

20302023

Baseline

2024 2025 2026 2027 2028 2029

Upgrade Tank Battery

for Cercina Gas Valorisation

Scope 1 and 2 emissions intensity

Production Process and Energy Management Upgrades

Scope 1&2 Decarbonisation Levers (not to scale)

Actions and resources in relation to climate change

Gabon

Non-operator position

Dussafu

Operator: BW Energy

JV Partners: Gabon Oil Company

Tunisia

Joint venture operations

TPS and Sfax

Partner: ETAP

Equatorial Guinea

Non-operator position

Block G and Block EG-01

Block G Operator: Trident Energy

JV Partners: Kosmos and GE Petrol

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Panoro translates its commitment to addressing

climate change into targeted actions supported

by the allocation of technical, operational and

financial resources across its portfolio. Our

approach is focused on implementing practical

mitigation and adaptation measures that reduce

emissions, improve energy efficiency, and

strengthen long-term operational resilience.

Delivery of these actions is embedded within

existing asset management structures, with

responsibility shared across joint venture

partners, asset teams and central technical

functions. Capital is allocated through standard

project approval processes, ensuring that

emissions reduction initiatives are assessed

alongside other investment priorities and aligned

with long-term field development plans.

Enhancing data integrity at TPS

A pivotal moment in our climate journey occurred

in late 2025, when a dedicated site visit to

our joint-operated TPS asset in Tunisia was

conducted to deploy new emissions monitoring

technology. Using advanced methane imaging

cameras and newly installed, high-accuracy

flare meters, this work provided critical insights,

revealing that methane emissions were higher

than historical estimates.

This transition from estimation to measured

data is foundational to our climate strategy.

Rather than a challenge, we view this enhanced

accuracy as a success in data integrity, as it

provides a credible baseline for action. These

insights are now directly informing new monthly

emissions registers and have enabled the

implementation of a routine Leak Detection and

Repair (LDAR) programme at the asset. This

work materially improves our ability to reliably

track progress against our reduction targets

and enhances the credibility of our climate

disclosures, underscoring our commitment to

data transparency.

Building on this improved data foundation, we

have formalised our approach to decarbonisation

at TPS. In close collaboration with our joint

venture partner ETAP, and in response to both

audit feedback and stakeholder expectations,

we have developed a multi-year decarbonisation

roadmap for the asset. This structured project

implementation plan demonstrates our focus

on operationalising our climate ambitions and

reflects a shared accountability with our partners.

The roadmap includes the creation of a

dedicated decarbonisation project team and

a phased implementation strategy with clear

project pathways. Specific projects identified

include the installation of additional meters, the

deployment of gas-powered generators, and

future enhancements with the implementation of

microturbines at Guebiba and the Tank Battery.

This buy-in from our national partner is critical

and connects our asset-level work to broader

climate resilience conversations at the national

level in Tunisia.

Decarbonisation across our portfolio

Our commitment to decarbonisation extends

across our entire portfolio, including our non-

operated assets. In our joint-operated business

in Tunisia, we have identified a series of initiatives

that can deliver a material reduction in emissions

and are working with our partner to secure budget

commitments. At Block G in Equatorial Guinea,

our partner Trident Energy is progressing the

ambitious, multi-phased Gas Injection Network

Integration (GINI) project. This project is the

cornerstone of the asset’s target to achieve a

50% reduction in carbon intensity by 2030 by

eliminating routine flaring.

In 2025, Phase 1 of this project moved through

the execution stage, while subsequent phases

progressed through Front-End Engineering and

Design (FEED). In combination, the three phases

of the GINI project are expected to remove

the need for any routine production flaring at

this asset. During 2026, we aim to continue

progressing the gas valorisation project at TPS.

Elsewhere, efforts to drive down emissions are

in the scoping and concept selection phases,

awaiting partner approvals.

Metrics and targets related to climate change mitigation and adaptation

We are committed to continuously assessing the effectiveness of our climate-related policies and

actions. In 2025, we continued to track our progress through qualitative assessments and key

project milestones, with a focus on reducing emissions, improving energy efficiency, and enhancing

overall sustainability performance.

Using 2023 as a baseline, Panoro is targeting a 50% reduction in greenhouse gas emissions

intensity and a 21% reduction in absolute Scope 1 emissions by 2030 on a working interest basis.

Target Baseline Target year Scope

50% reduction in GHG intensity 2023 2030 Scope 1 and 2

21% reduction in absolute emissions 2023 2030 Scope 1

In 2025, we made tangible progress towards this goal. Our absolute Scope 1 emissions decreased

by approximately 8% compared to 2024, while our combined Scope 1 and 2 emissions intensity

improved by over 10%, reducing from 40.8 to 36.5 kgCO₂e per barrel of oil equivalent (boe).

This performance reflects the early impact of our decarbonisation initiatives and operational

efficiencies across the portfolio.

Our ability to deliver on this target is founded on a combination of committed projects and strategic

planning across our portfolio. A key contributor is the significant investment in the GINI flare

reduction project at our non-operated Block G asset in Equatorial Guinea, where the operator has

targeted a 50% reduction in carbon intensity by 2030. At our joint-operated TPS asset in Tunisia,

recent environmental audits and improved emissions monitoring have provided pivotal data that is

now informing our strategy to reduce flaring and address fugitive emissions. Our work programme

includes a redevelopment plan to eliminate gas flaring, and our 2026 budget includes proposals for

clearing flare lines, reflecting our commitment to continuous progress in partnership with ETAP.

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Gross Scopes 1, 2, 3 and Total GHG emissions

To effectively manage our climate-related

impacts, we monitor and report our GHG

emissions in line with industry best practices,

including guidelines from the IPIECA and the

GHG Protocol. Our emissions data is calculated

based on our working interest share across all

assets and forms the basis of our performance

monitoring and target-setting activities.

Ongoing technical improvements in metering and

monitoring at our assets continue to enhance the

accuracy of our data, supporting a more robust

assessment of our performance against the

reduction targets we have established. In 2025,

there were no significant changes to our reporting

boundaries, ensuring year-on-year comparability

of our emissions data. All emissions estimates are

location-based.

SASB: Scope 1 and 2 metrics tons CO

e(t)

2025 2024 2023 2022

Gross global Scope 1 emissions* 131,058 142,453 152,849 158,881

Gross global Scope 2 emissions** 5,597 5,700 5,426 4,417

Gross global Scope 3 emissions (Category 11) 1,394,407 1,351,930 1,150,985 1,018,814

* Scope 1 global Panoro data based on working interest share of each asset: TPS; Block G; Dussafu.

** Scope 2 is calculated by emissions from electricity supply to company offices and TPS, BW Energy

and Trident Energy operations where available. Tunisia electricity generation emissions factor was

incorrect for prior years 2021 and 2022.

In 2025, we continued to report our Scope 3

emissions, focusing exclusively on Category

11 (Use of Sold Products), which we recognise

accounts for the vast majority of our value chain

emissions. Our Scope 3 emissions are calculated

using the IPIECA guidelines for estimating

petroleum industry value chain emissions. While

our current decarbonisation efforts are focused

on our operational Scope 1 and 2 emissions, we

acknowledge the importance of Scope 3 and will

continue to evaluate methodologies to better

assess and manage these emissions in the future.

GHG removals and GHG mitigation

projects financed through carbon credits

Panoro’s climate strategy is firmly focused on

delivering direct emissions reductions through

operational improvements and efficiency

measures across our assets. Consequently,

we do not currently use GHG removals, carbon

storage, or the purchase of carbon credits to

meet our emissions reduction targets or to make

any claims of GHG neutrality.

While we continue to assess the potential

for GHG removal and storage projects within

our operations and the broader value chain,

we believe that alternative options for the

industrial usage of captured gas may offer more

economically viable and emissions-effective

solutions. To date, Panoro has not purchased

any carbon credits for climate change mitigation

projects and has not engaged in the conversion

or sale of any removal activities on the voluntary

market.

Internal carbon pricing

Panoro Energy acknowledges the role of carbon

pricing mechanisms such as the European

Union’s Emissions Trading Scheme (ETS) and

has undertaken preliminary calculations using

the EU carbon price as a reference, including

considerations under the Carbon Border

Adjustment Mechanism (CBAM). While we do

not currently operate an internal carbon pricing

mechanism, we are exploring its potential as a

tool to support our emissions reduction strategy

and align with emerging regulatory frameworks.

Anticipated financial effects from

material physical and transition risks and

potential climate-related opportunities

Our climate risk and resilience assessment

concluded that none of Panoro's assets are

currently exposed to material acute or chronic

physical climate risks. This assessment integrated

desktop climate research with our EWRM process

and discussions with country managers.

Similarly, our analysis concluded that while

transition risks may impact operations in

the medium term - and strategies are being

developed to address these - our assets are not

considered to be at material transition risk for the

current reporting period. As a result, no significant

financial effects from climate-related risks are

anticipated.

Given this risk profile, there are no current

cost savings envisaged from climate change

mitigation or adaptation actions, as no material

risks requiring such immediate action have been

identified. Furthermore, we do not foresee any

revenue from low-carbon products or services

at this time, other than the value derived from

producing our conventional products with

improved carbon efficiency. Panoro has not

identified any potentially stranded assets.

Energy consumption and mix

As a company operating entirely within the oil

and gas sector, a high climate impact industry,

the responsible management of our energy

consumption is a strategic priority. In 2025, our

total energy consumption was 37,463 MWh, with

an energy intensity of 172.8 MWh per million USD

of revenue. Our efforts are focused on improving

operational efficiency and reducing emissions

across our activities to mitigate our environmental

footprint. At our operations in Tunisia, energy is

primarily supplied by the national grid, Société

Tunisienne de l’Électricité et du Gaz (STEG), and

supplemented by power self-generated from the

combustion of associated gas and diesel.

A significant opportunity to enhance our

environmental efficiency exists within our

TPS operations by reducing routine flaring.

Flaring not only contributes to climate change

through the release of CO₂, methane, and other

pollutants but also results in the loss of a valuable

energy resource. Our key strategic initiative to

address this is a gas valorisation project, which

aims to repurpose associated gas for power

generation to support our production facilities.

This project is pivotal to our strategy, as it will

displace an equivalent amount of electricity

currently sourced from the national grid, thereby

substantially reducing our Scope 2 greenhouse

gas emissions. This initiative directly supports

our goal to eliminate routine flaring by 2030, in

line with the World Bank’s global initiative. In 2025,

we continued to advance this project through

detailed engineering studies.

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Complementing this major project, we are

also pursuing adaptation solutions through

renewable energy. In 2025, our consumption of

energy from renewable sources was 810 MWh.

We continued to utilise photovoltaic solar cells

at TPS, which provide power for lighting at the

Guebiba and Tank Battery access roads. We are

also evaluating the feasibility of extending the

use of solar power at our Rhemoura and Tank

Battery sites. As part of our commitment to the

communities where we operate, TPS has been

in discussion with the governing authorities of

the Kerkennah Islands and is assisting in the

installation of solar lighting along hazardous road

sections on the islands, demonstrating a practical

link between our operational capabilities and local

community benefit.

Pollution

Panoro acknowledges that its operations result

in emissions to air, including controlled and

uncontrolled releases. As part of our commitment

to responsible resource management, we monitor

and mitigate pollution-related risks.

Identifying and assessing pollution-

related impacts

Panoro assesses all risks and opportunities

related to pollution as an integral part of our

routine EWRM process. The primary pollution-

related risks we evaluate include the potential

for a loss of primary containment of production

fluids, which could result in a spill, and the impact

of operational emissions. Within our EWRM

framework, each identified risk is assigned

a consequence and likelihood rating that

contributes to our overall company risk profile.

Engagement on these matters is embedded

within our robust joint venture governance

structures. Through regular technical and

operating committee meetings, we work closely

with our partners to ensure sufficient capital

and operational expenditure is budgeted to

minimise pollution risks. This collaborative

oversight ensures that all operating entities have

the requisite emergency response procedures,

dedicated oil spill response plans, and necessary

resources in place, including contracts with

specialist organisations like Oil Spill Response

Limited (OSRL). In 2025, we had no hydrocarbon

spills.

Policies related to pollution

Panoro’s governance of pollution-related risks

is anchored in our comprehensive Safety and

Sustainability Policy. This policy commits the

company to operating all activities, plants, and

offices in an environmentally efficient manner,

minimising the impact of our operations on

the pollution of air, water, and soil by applying

established As Low As Reasonably Practicable

(ALARP) principles.

Our Safety and Sustainability Management

System Framework operationalises these

commitments. This framework is subject to

continuous review and enhancement to ensure

it aligns with evolving best practices, including

the responsible management of substances of

concern.

A fundamental element of our policy is the

commitment to maintaining robust emergency

response systems and procedures to protect

all stakeholders and the environment. It also

mandates the thorough investigation of all

incidents and near misses, ensuring that

corrective actions are implemented to prevent

recurrence. Through this integrated approach,

our policy and management framework strive

to be consistent with, and contributory towards,

the objectives of established environmental

initiatives such as the EU Action Plan ‘Towards

Zero Pollution for Air, Water and Soil’.

Actions and resources related to

pollution

Panoro’s approach to pollution management

is fundamentally based on the principle of

avoidance. Our primary commitment is to

prevent pollution incidents before they occur

by ensuring the integrity of our systems and

processes. At our joint-operated TPS asset, this

commitment is demonstrated through a robust

programme of proactive integrity management,

which includes regular pipeline intelligent pigging

campaigns, five-yearly vessel inspections,

and the implementation of efficient operating

procedures to manage all plant equipment. We

commit the necessary resources to maintain

these programmes and, through our joint venture

governance structures, ensure our partners at

our non-operated assets in Equatorial Guinea and

Gabon fund and execute equivalent actions.

Beyond avoidance, we are actively progressing

further initiatives to reduce our environmental

footprint. At TPS, we have replaced diesel

generators with more efficient offgas generators

and have a project in the engineering design

phase to utilise currently flared gas for power

generation. At our non-operated Block G asset,

a major gas flare reduction project is currently

underway, which will significantly reduce air

emissions.

Our commitment to environmental stewardship

extends throughout our value chain. We conduct

an annual environmental risk screening of

our supplier base as part of our due diligence

process under the Norwegian Transparency Act.

Furthermore, our Supplier Code of Conduct,

which is provided to all potential suppliers, clearly

defines our environmental expectations, and all

successful tenderers commit to upholding its

principles.

Incident investigation

Panoro maintains a stringent incident

investigation standard to: ensure safety;

minimise environmental damage; and inform

senior management promptly. All incidents are

classified based on their severity and potential

consequences, following our EWRM standard.

Any incident with high potential triggers a 24-hour

reporting requirement to senior management,

followed by an independent investigation to

establish root causes and implement corrective

actions that prevent recurrence. This process

ensures all recordable incidents are managed

in compliance with IOGP standards, with

performance tracked through our monthly Health,

Safety, Security, and Environment (HSSE) reports.

Asset integrity

Maintaining the highest standards of asset

integrity is central to our pollution prevention

strategy. This was a key priority across all our

operations in 2025, particularly at the mid-life

TPS asset. Our proactive integrity management

programme ensures that all critical equipment is

functioning safely and reliably.

The TPS Well Integrity Management System,

which ensures the integrity of all wells at the

asset, will be fully operational in the coming year.

We are also working to consolidate all structural,

pipeline, and well integrity systems into a single,

overarching asset integrity management system

to enhance efficiency and effectiveness. At

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the Cercina field, engineering work is underway

to safeguard facility integrity, with further

enhancements planned to extend the asset’s

life in line with the concession renewal. These

programmes are vital for ensuring safety in

sensitive environments, both near inhabited

areas onshore and in commercial fishing zones

offshore. We are committed to maintaining these

high standards of asset integrity and ensuring our

partners manage their operations to equivalent

industry best practices.

Targets

Panoro tracks the effectiveness of its pollution

prevention policies and actions through a

clear set of performance targets. Our primary

corporate Key Performance Indicator (KPI) is

to achieve zero incidents across all company-

controlled sites and operations. This overarching

target is focused on maintaining full containment

of all products and substances within pipes,

tanks, and vessels to prevent any unplanned

release to the environment.

This commitment extends across all potential

pollution pathways. Our targets explicitly relate to

the prevention and control of pollution of the air,

water, and soil. Specifically, our normal operations

are designed to avoid any leakage to the air or

soil. To prevent pollution of water bodies, all water

produced as part of our operations is safely

reinjected into deep, subsurface saline reservoirs

that are entirely separate from freshwater

sources. Our zero-incident target also applies to

the containment of all substances of concern and

substances of very high concern.

The pollution-related targets that Panoro has

set are voluntary. They are designed to address

the most significant pollution risks we have

identified, particularly the risk of a loss of primary

containment from a well, pipeline, or vessel at

our offshore facilities. By focusing on prevention,

our targets are in line with the "Do No Significant

Harm" (DNSH) criteria for Pollution Prevention

and Control under Article 14(2) of Regulation (EU)

2020/852. These targets are applied consistently

at the site level across all our operations, and we

continue to explore further operational measures

to enhance our pollution prevention practices.

Pollution of air, water and soil

Panoro systematically monitors and reports

key air pollutant emissions from our operational

activities, primarily at the TPS asset. These

include Nitrogen oxides (NOx), Sulphur oxides

(SOx), Volatile Organic Compounds (VOCs),

and Particulate Matter (PM10). The volume of

these emissions varies over time, influenced

by operational factors such as the quantity of

uncombusted offgas, the H₂S content in our

production streams, and the number of gas and

diesel generators in use.

Our measurement methodologies are aligned

with recognised industry standards, including the

GHG Protocol and guidelines from IPIECA and

the API. Where direct measurement is not yet

fully implemented, emissions are calculated using

a combination of on-site spot measurements

and production estimates. For example, NOx

emissions are determined using exhaust flow

estimates and measured concentrations at

generators, while SOx volumes are estimated

based on the quantity of H₂S combusted in

offgas streams.

Our commitment to data integrity is

demonstrated by a multi-year programme of

environmental reporting audits. This sustained

effort has culminated in tangible improvements

to our monitoring capabilities. Notably, in 2025,

new high-pressure and low-pressure flare meters

were installed at TPS, significantly enhancing the

accuracy of our reported data. This represents a

key step in our progressive journey to enhance

the accuracy of bottom-up assessments,

then reconcile these with direct top-down

measurements, strengthening confidence in our

disclosures.

Under normal operating conditions, there are no

emissions to water or soil from our operations, as

any breach of primary containment is treated as

a reportable incident. We manage our operations

with a heightened awareness of our local context;

for example, at our TPS asset near Sfax, an area of

high-water stress, all produced water is reinjected

into deep subsurface reservoirs to avoid any

impact on local water resources. We also confirm

that the use and generation of microplastics in

our operations are negligible and considered

below reporting thresholds.

SASB: Air pollutants by type (TPS data only in metric tons)

2025 2024 2023 2022

NOx 103 103 103 103

SOx 147 71 136 118

VOCs 1,013 1,085 861 783

Substances of concern and substances of very high concern

Panoro acknowledges that our production

processes generate and use substances that

are classified as substances of concern. The

most critical of these include petroleum and

hydrocarbon gas, which are the primary products

of our business, as well as hydrogen sulphide

(H₂S) present in our production stream, the

combustion of which yields sulphur dioxide

(SO₂). We also use standard industry chemicals

in our operations, including those for workover

activities. The management and control of all

these substances are clearly defined within our

operational processes to ensure compliance

with all regulatory requirements and to maintain

environmental and workplace safety.

We actively monitor our chemical supply chain

for any substances of concern and source our

products from reputable suppliers. While detailed

data on all chemical components is available,

a full consolidation of this information across

all operational activities presents a significant

challenge given our current capabilities.

To our knowledge, no substances of very high

concern (SVHCs), as identified on the ECHA

candidate list for authorisation, are generated,

used, or leave our facilities as emissions or

products from any of our assets.

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Anticipated financial effects from

pollution-related impacts, risks and

opportunities

Panoro manages the anticipated financial effects

of pollution-related risks through a combination

of robust operational preparedness, long-term

financial planning, and comprehensive insurance

coverage. Our primary financial risk stems from a

potential pollution event, such as an oil spill, and

we have implemented a multi-layered approach to

mitigate this exposure.

Operationally, we maintain dedicated oil spill

response facilities at each of our locations. This

on-site readiness is supplemented by contracts

with specialist organisations, including Oil Spill

Response Limited (OSRL), to ensure access to

expert support and additional resources should

a significant incident occur. Financially, these

operational measures are backstopped by

insurance policies designed to cover the potential

costs associated with a pollution event.

For long-term environmental obligations, Panoro

maintains a decommissioning provision, which is

detailed in our financial statements. This provision

is built up over the life of each asset to cover

the estimated costs of a project’s conclusion,

including the plugging and abandonment of wells

and all associated environmental remediation.

This provision is reviewed regularly to ensure it

accurately reflects anticipated costs and ensures

that we are financially prepared to meet our

environmental responsibilities throughout the full

lifecycle of our assets.

In 2025, no major incidents resulting in pollution

occurred, and consequently, no related operating

or capital expenditures were incurred.

Biodiversity and water

resources

Panoro’s commitment to environmental

stewardship includes the robust protection of

biodiversity and the responsible management of

water resources within all our operational areas.

This commitment is embedded in our Safety and

Sustainability Policy and is overseen at the board

level by our Sustainability Committee. We comply

with all relevant legislation and have a firm policy

of avoiding operations in ecologically sensitive

regions, including a confirmation that none of our

operations are located in or near protected sites.

Our approach is operationalised through

comprehensive Environmental Impact

Assessments (EIAs) for all operated and non-

operated assets. These assessments allow

us to define and evaluate potential impacts to

both land and marine ecosystems, leading to

unique management plans that are approved

and monitored by host country regulators. This

ensures our activities remain within permissible

limits. Building on our established biodiversity

protection plan for our offshore pipeline activities,

which was approved by Tunisia’s Agence

Nationale de Protection de l’Environnement

(ANPE), in 2025 we continued our engagement to

refine future management strategies and define

key performance indicators that reflect our long-

term sustainability targets.

We recognise the critical importance of balancing

water use with local demand, particularly in

water-scarce regions. At our TPS asset, we

have implemented a water management

strategy where freshwater is not used within the

production process itself, and all produced water

is reinjected. In 2025, our freshwater withdrawn

from public supply was 9.3 thousand cubic

meters, this was all returned as grey water to the

public sewerage system. We continue to pursue

operational efficiencies to minimise our water

footprint. In 2025, work continued expanding the

injection capacity at our Guebiba field to reduce

the need for saltwater trucking. Furthermore,

we are evaluating the potential for a second

produced water injection well, which would

eliminate the need for trucking entirely.

These specific initiatives are part of our wider

commitment to resource efficiency, which also

includes optimising office cooling systems,

reducing vehicle and vessel journeys, and

improving overall energy use to deliver integrated

benefits in cost, safety, and environmental

performance.

Gabon

In Gabon, our operating partner, BW Energy,

continued to implement its Biodiversity Action

and Management Plan throughout 2025. A key

focus of this plan is the responsible management

of produced water to protect the marine

environment.

On the BW Adolo FPSO, the produced water

treatment systems performed well, reducing

average oil-in-water (OIW) concentration from

16.3 mg/l for Q1 2025 to 7.6 mg/l for Q4 2025.

This end year performance is below local

regulatory limits and international guidelines and

significantly below African and global averages,

demonstrating a consistent commitment to

minimising the operational footprint.

Despite disciplined controls, one environmental

incident occurred in 2025: an accidental release

of 151 barrels of low-toxicity, oil-based drilling

mud from the drill rig occurred during the drilling

of the Bourdon appraisal well in Gabon. BW

Energy and its contractor responded immediately

by activating the oil spill contingency plan,

conducting monitoring throughout the event,

and implementing corrective measures. The

incident was promptly reported to the regulatory

authorities, and post-event assessments

confirmed that no significant environmental

impacts occurred.

Equatorial Guinea

In Equatorial Guinea, our partner Trident Energy

integrates biodiversity considerations into both

its operational planning and its community

investment programmes.

As part of its social investment programme for

2025, Trident provided support for biodiversity

initiatives focused on the conservation of turtles

in Ureka.

To enhance environmental protection and

emergency preparedness for the asset, the

2026 work programme includes commissioning

and personnel training for a newly acquired

offshore oil spill boom. This will be supplemented

by tabletop drills involving both onshore and

offshore incident management teams to ensure

a coordinated and effective response capability.

Throughout 2025, there were two minor

environmental spills recorded at the Block G

operations.

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Social

Own workforce

Our people are the foundation of Panoro’s

success, and their safety, security, and well-being

are paramount in every aspect of our business.

Our unwavering commitment is to achieve zero

harm to individuals, zero lost-time incidents,

and zero environmental incidents across all our

activities.

As an agile organisation with 34 office-based

employees and secondees across our corporate

functions in London and our country offices in

Africa, our management systems are tailored

to enable a collaborative and responsive

culture. This structure allows for direct lines

of communication and ensures that our

commitment to safety and ethical conduct is

embedded at every level.

For clarity in our reporting, we make a distinction

based on our governance role and operational

control. This section focuses on our direct

workforce - the individuals employed or

seconded by Panoro across our offices in

London, Tunis, Malabo, and Libreville. These

are the personnel for whom we have direct

responsibility for human resource management.

A subsequent section addresses the valued

workers across our broader operational portfolio.

This includes personnel at our joint venture in

Tunisia (TPS), which is jointly operated with ETAP,

and at our non-operated assets in Equatorial

Guinea (Block G, operated by Trident Energy) and

Gabon (Dussafu, operated by BW Energy).

While we hold a material interest and play an

active governance role in these assets, the

day-to-day employee management is the

responsibility of the respective operating entities.

Our disclosures throughout this report reflect this

important governance structure.

Material impacts, risks and

opportunities and their interaction

with strategy and business model

Our disclosures on our direct workforce cover

all office-based employees across our locations

in London and Africa. To date, we have not

experienced any material negative impacts on our

own workforce. Our primary focus is on ensuring a

safe, supportive, and rewarding work environment

for our people.

Key risks and mitigations

Material risks to our direct workforce are

minimal but primarily relate to travel security,

particularly for employees who travel to or are

based in regions with specific safety concerns.

We continuously review and update our travel

security measures to ensure the safety of our

employees in-country, which includes monitoring

security risks, implementing robust safety

protocols, and providing our staff with up-to-date

information to mitigate any potential travel-related

impacts.

We also monitor the potential for our climate

transition plans to impact our workers and strive

to ensure that any foreseen transition risks are

managed to avoid material impacts.

Panoro operates in full compliance with

international labour standards, and we confirm

that none of our operations are in regions or

sectors considered to be at significant risk of

incidents of forced labour, compulsory labour, or

child labour.

Key opportunities and positive impacts

As an agile and growing organisation, Panoro

offers significant opportunities for positive impact

on our workforce. Through our own initiatives,

we ensure competitive salary benchmarking,

promote a healthy work-life balance, conduct

regular reviews of employee benefits, and

create an "open door" communication policy

that provides direct access to the Board and

top management. The operational scope and

entrepreneurial nature of our company create

excellent development opportunities for all our

employees, enabling them to grow their careers

and expertise. These opportunities are central to

our strategy for attracting and retaining top talent.

Impacts, risks and opportunity

management

Policies related to own workforce

Panoro manages workforce-related impacts,

risks, and opportunities through a robust

framework of policies, spearheaded by our Code

of Conduct, which prioritises safety, inclusivity,

and ethical behaviour. Our governance structures

ensure these commitments are actively managed,

enabling continuous improvement and alignment

with stakeholder expectations.

Our Safety and Sustainability Policy is central to

ensuring the health and welfare of our employees,

contractors, and stakeholders. It is supported

by rigorous safety standards, comprehensive

training programmes, and robust procedures

designed to prevent workplace accidents. This

is reinforced by our Equal Opportunity and

Anti-Discrimination Policy, which guides our

commitment to a diverse and inclusive work

environment with zero tolerance for discrimination

or harassment in any form. Panoro's Employee

Handbook, which is issued to all new staff,

provides clear detail on the grounds for

discrimination, ensuring our policy is implemented

through specific procedures to prevent, mitigate,

and act upon any detected issues, while also

advancing diversity and inclusion.

We are committed to upholding human and

labour rights in alignment with internationally

recognised instruments, including the Universal

Declaration of Human Rights, the UN Guiding

Principles on Business and Human Rights, and

the ILO Declaration on Fundamental Principles

and Rights at Work. Our policies and practices

explicitly prohibit child labour, forced labour, and

human trafficking, while recognising the freedom

of association. These principles are embedded

in our operations and are extended to our value

chain through our Responsible Procurement

Policy, which ensures our suppliers align with our

ethical standards.

To ensure transparency and accountability, our

Whistleblowing Procedure, which is available

in multiple languages, provides a secure and

confidential channel for employees, suppliers,

and third parties to report concerns related to

human rights or misconduct. When adverse

impacts are identified, either through our due

diligence processes or reported incidents, we

are committed to taking immediate corrective

action. This includes engaging with affected

stakeholders, implementing necessary changes

to mitigate risks, and fulfilling our disclosure

obligations in accordance with the Norwegian

Transparency Act. This proactive approach

enables Panoro to foster a respectful, equitable,

and compliant workplace environment.

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Processes for engaging with own

workforce

At Panoro, we value the perspectives of our

workforce and are committed to integrating their

insights into our decision-making processes. As

a small and growing company, our organisational

structure enables senior management to engage

regularly and directly with all employees, fostering

a feedback culture that effectively guides our

strategies for managing actual and potential

impacts.

Engagement with our workforce is frequent and

multi-layered. The Chief Executive Officer leads

weekly meetings with our London-based staff

and the country managers for our operations in

Tunisia, Equatorial Guinea, and Gabon. In addition,

line managers hold regular discipline-specific

meetings with their respective teams. This

formal structure is complemented by an "open

door" culture, which ensures all staff members

feel empowered to raise issues as required with

either their line manager or directly with senior

management.

While Panoro has not seen it necessary to

establish a formal Global Framework Agreement

for our direct workforce, we ensure that respect

for human rights and access to employee

insights are guaranteed through our Safety and

Sustainability Policy, our Code of Conduct, and

our Whistleblowing Procedure. The effectiveness

of our engagement approach is demonstrated by

our ability to respond to employee perspectives

in a direct and agile manner, as exemplified by

our development of flexible working protocols

following the COVID-19 pandemic, which were

developed through direct dialogue with our

staff. Where necessary, this practice of direct

interaction is used to gain insights into the

perspectives of people in our workforce who

may be particularly vulnerable to the impacts of

change.

Processes to remediate negative

impacts and channels for own workforce

to raise concerns

Panoro is committed to maintaining a safe

and inclusive workplace and confirms that we

have not caused or contributed to any material

negative impacts on our workforce. While no

such impacts have occurred, we have robust

processes in place to address any concerns that

may arise, ensuring that issues can be resolved

fairly, effectively, and expediently.

Our approach is centred on providing multiple,

accessible channels for our employees to raise

concerns. These include direct access to line

managers and senior management, confidential

reporting systems, and a formal Whistleblowing

Procedure. This procedure allows employees

to report issues to their Line Manager, the Chief

Executive Officer (CEO), or through a dedicated

and confidential email address. Should an

individual feel their concern has not been followed

up in a timely manner, the issue can be escalated

to the Chairman of the Board. To ensure ease

of access for all employees, the Whistleblowing

Procedure is published on our company website

in English, French, and Arabic.

All issues raised are tracked and monitored by

the CEO, in conjunction with the relevant Country

Managers where appropriate, to ensure effective

resolution. As a small company, we foster a

culture of open communication and trust through

these accessible policies and informal feedback

channels. The CEO's regular visits to all country

offices permits direct communication with staff,

which reinforces confidence in our grievance

processes.

Managing workforce impacts and

opportunities

Panoro is committed to actively managing any

material impacts, risks, and opportunities related

to our own workforce, ensuring their safety,

fairness, and overall well-being. Our approach

integrates prevention, remediation, and the

promotion of positive work environments.

The greatest risk exposures to our workforce are

primarily associated with international business

trips to operational sites and offices. To mitigate

these, we have developed a detailed travel policy

providing comprehensive support to staff while

travelling. Each of Panoro’s country offices also

prepares detailed country briefing documents

for visiting staff and contractors. Further

safeguarding measures include our membership

of iSOS for overseas medical support and

evacuation, comprehensive kidnap and ransom

insurance for employees, and private medical

insurance provided as a standard benefit to all

staff.

Should any instance of a material impact on

an employee arise, Panoro is committed to

addressing it on a case-by-case basis. Our

processes for providing or enabling remedies

emphasise fairness and accessibility, utilising

available grievance mechanisms and informal

resolution practices to ensure equitable

outcomes. Panoro strives to ensure compliance

with all labour standards to minimise the risk of

negative impacts and is committed to promoting

fair and equitable practices across all our

operations. To support these efforts, the time of

our Chief Executive Officer, Chief Financial Officer,

and, when necessary, the Board, is dedicated to

addressing any specific material impacts on our

workforce.

Beyond risk mitigation, Panoro actively cultivates

a positive environment for its employees. We

provide a comprehensive benefits package

that includes workplace pensions, pension and

financial planning advice, life insurance, and

medical insurance. We evaluate and benchmark

this benefits package annually against industry

peers and other employers in our operating

countries. These reviews, coupled with individual

discussions during the annual performance cycle,

ensure the benefits remain effective and relevant

to our employees' needs.

While Panoro continually monitors the

external environment for new challenges and

opportunities, we do not currently have specific

actions planned or underway to mitigate risks

arising from impacts and dependencies, nor

specific initiatives to pursue new material

opportunities, beyond our established

frameworks. Our strategy remains responsive,

allowing us to address risks and explore

opportunities as they emerge, always aligned

with our business objectives and workforce well-

being.

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Targets

Panoro’s approach to managing impacts and

advancing positive outcomes for our workforce

is structured around clear, measurable targets.

Our primary corporate target is to achieve zero

incidents and zero harm. This overarching goal is

embedded in our corporate culture and is actively

monitored by tracking the Total Recordable Injury

Rate (TRIR) across all company-operated sites,

demonstrating our unwavering commitment to

maintaining a safe and inclusive workplace.

Our target-setting process is designed to be both

top-down and bottom-up, ensuring alignment

and individual accountability. Each year, corporate

targets, including our zero harm policy, are

developed by the senior management team.

These are complemented by individual targets,

which are set by each employee in conjunction

with their line manager and represent 50% of their

total annual performance objectives.

Performance against these targets is tracked

through a comprehensive annual review process.

Corporate performance is summarised by senior

management and then discussed and agreed

with the Board of Directors. At the individual

level, personal performance against targets is

discussed and agreed between each employee

and their line manager.

This process also provides a structured

opportunity to identify lessons learned and

drive continuous improvement. As part of

the annual performance review, each staff

member discusses and agrees lessons learned

and improvements with their line manager.

At the corporate level, strategic lessons and

improvements are discussed routinely with the

Board at its quarterly meetings, ensuring that

insights from our performance continually refine

our strategy and operations.

Characteristics of the

undertaking’s employees

Panoro is an equal opportunity employer

committed to ensuring all employees feel safe,

supported, and valued. We embrace a diverse

working environment, and our personnel policies

actively promote equal opportunities and rights,

preventing discrimination on any grounds. As

stated in our Code of Conduct, we focus on

upholding high ethical standards, professionalism,

respect, and transparency throughout all levels of

the organisation.

Panoro is a relatively small organisation with

systems in place appropriate for a business

of our size. We have office-based employees

across our locations in London, Tunisia, Equatorial

Guinea, and Gabon. In 2025, our direct workforce

consisted of 34 employees. We experienced

an employee turnover rate of 3%. All employee

numbers are reported in head count as of the end

of the reporting period and are cross-referenced

to the corresponding figures in our financial

statements to ensure consistency.

Characteristics of non-employees

in the undertaking’s own workforce

To meet our routine and ad-hoc business

needs, Panoro engages a flexible workforce

of employees, self-employed individuals, and

consultants across our offices. For our reporting,

we classify non-employees as individuals who

work for Panoro for more than half of a normal

working week and are integrated into our systems

but are not on our direct payroll.

In 2025, non-employee workforce consisted of

11 individuals. All figures are reported as a head

count as of the end of the reporting period.

Collective bargaining coverage and

social dialogue

None of Panoro's direct employees are covered

by collective bargaining agreements. As our

workforce and operations are predominantly

based outside the European Economic Area

(EEA), we have not established agreements

for employee representation through formal

structures such as European Works Councils.

Instead, employee engagement and social

dialogue are managed through mechanisms

suited to our global operational footprint, as

detailed in our section on workforce engagement.

Diversity metrics

Of Panoro’s 34 permanent employees, 65% were

male and 35% were female. These statistics

exclude employment at a joint venture level.

Adequate wages

Panoro is committed to providing all employees

with an adequate wage, a standard we ensure

through periodic benchmarking that is reviewed

annually by the Board of Directors during pay

reviews.

In 2025, no employees were paid below the

applicable adequate wage benchmark in

their country of employment. We believe our

historically low staff turnover and the long tenure

of many employees serve as a strong indicator of

workforce satisfaction with compensation levels

relative to industry peers.

Social protection

Panoro ensures that its employees are covered

by social protection systems, either through

public programmes or company-provided

benefits, in all jurisdictions where we operate.

We do not operate in countries that lack these

fundamental protections.

In 2025, our employees in the UK and Tunisia

were covered by social protection against loss

of income due to sickness, unemployment,

employment injury, acquired disability, parental

leave, and retirement.

Persons with disabilities

Panoro does not currently employ any persons

with disabilities across its offices. As such, the

percentage of persons with disabilities within the

workforce is reported as 0%.

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Training and skills development

metrics

Panoro believes that value-driven leadership

encourages and inspires employees, driving

development, security and a better working

environment internally, as well as a stronger

reputation externally. We provide the opportunity

for training for all Panoro employees on an ad

hoc basis or as appropriate to meet business

requirements and regulations.

In 2025, we continued to build on the success

of the HSSE Performance Enhancement

programme launched at TPS in 2023. The

programme, expanded to include field operational

teams, was concluded.

Average hours of health, safety and

emergency response training (hours per

employee)*

Full time Contract

2022 22.3 4.9

2023 12.6 4.6

2024 22.3 9

2025 22.9 4.4

* TPS data only. The hours of training are

calculated as total hours / numbers of full-

time or contract employees.

Health and safety metrics

At Panoro, we believe that every team member

plays an integral role in identifying, evaluating,

and managing risks. Our unwavering commitment

to Health, Safety, Security, and Environmental

(HSSE) performance is embodied in our Safety

and Sustainability Policy and is a core value

that underpins all our activities. All staff and

contractors are empowered with a Stop Work

Authority to halt unsafe work and raise concerns

without hesitation or fear of retaliation.

As our operations grow, so too does our focus on

safeguarding the well-being of our employees,

contractors, partners, and local communities.

In our corporate office environment, we have

identified health and safety risks primarily

associated with business travel. To mitigate these,

all employees, officers, and directors are provided

with comprehensive information on safe work

practices, detailed business travel procedures,

and emergency preparedness to reinforce our

commitment to a secure and resilient work

environment.

We ensure that 100% of our direct workforce

is covered by a health and safety management

system that is based on all legal requirements

and recognised industry guidelines. For these

disclosures, our direct workforce includes all

employees and contractors working in our offices

in London, Tunis, Libreville, and Malabo.

We are pleased to report a continued strong

safety performance for our direct workforce in

2025. There were zero fatalities attributed to

work-related injuries or ill health, zero recordable

work-related accidents, and zero days lost due to

injuries or ill health.

In 2025, Panoro employees received an average

of 22.9 hours of training. Our Total Recordable

Injury Rate (TRIR) for employees, calculated per

million hours worked, was 0.

Health and safety, TPS

As a committed joint venture partner at Thyna

Petroleum Services (TPS), Panoro plays an active

role in overseeing the health, safety, and welfare

of the workforce, which includes both TPS

employees and integrated contractor teams. Our

commitment to HSSE performance is embodied

in a robust health and safety management system

with clear operating parameters, capturing all

relevant data in line with IOGP standards. Monthly

health and safety updates are provided by TPS,

rigorously reviewed during quarterly Technical and

Operating Committee Meetings (TOCMs), and

shared with Panoro’s leadership team and Board.

In response to past performance challenges,

Panoro collaborated with our joint venture

partner ETAP, to implement a comprehensive

cultural shift and enhance HSSE performance

at TPS. This multi-year initiative continued to

demonstrate measurable progress in 2025,

driven by an HSSE culture enrichment campaign

and structured programme enhancements.

Key components included ongoing updates

to Life Saving Rules, a renewed HSSE Leaders

Campaign, modernisation of STOP Cards to

empower workers to halt unsafe operations, and a

thorough review and update of HSSE procedures.

This campaign also encompassed the refinement

of the HSSE Risk Assessment Matrix and the

development of detailed risk registers for all sites

and activities, ensuring a proactive approach to

risk management.

For the year ended 31 December 2025, Total

Recordable Incident Rate for full-time employees

(TRIR), calculated per million hours worked, was

2.2 (year ended 31 December 2024: 2.0), with

zero fatalities during both years. In line with

IOGP Report #437, there were no environmental

incidents with no hydrocarbon spills greater than

one barrel.

Panoro and integrated contractor teams at

TPS recorded one Lost Time Injury during the

year. This event underlined the importance and

messaging of our ‘HSSE: For Life’ campaign,

which continued to drive a focus on a robust

safety culture, strengthened incident reporting,

enhanced root cause analysis, and timely follow-

up actions. Our focus remains on continuous

improvement, ensuring that all staff and

contractors are empowered to identify and act on

unacceptable risks, thereby contributing to both

operational uptime and overall efficiency.

Work-life balance metrics

All employees at Panoro are entitled to family-

related leave, and 100% of employees who

requested it were approved for the leave. This

entitlement applies equally to all employees, with

no gender distinction. The company ensures that

all staff are provided with the necessary support

to take family-related leave when needed, in line

with its social policies.

Remuneration metrics (pay gap and

total remuneration)

Gender pay gap, annual total remuneration ratio,

and contextual data have been compiled using

payroll and HR information, consistent with our

Annual Report. Any changes to the data have

been addressed, and the reporting is complete as

required.

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Incidents, complaints and severe

human rights impacts

During the reporting period, Panoro has not

experienced any incidents of discrimination,

employee complaints through internal channels,

or complaints filed with National Contact Points

for OECD Multinational Enterprises.

The company has also not received fines,

penalties, or compensation related to social or

human rights violations. We remain committed

to the highest standards of human rights and

regulatory compliance across all our operations.

No severe human rights issues have occurred,

nor have there been any related fines or penalties.

As a global company, Panoro recognises its

responsibility to protect human rights in all

aspects of its operations. We are committed to

contributing positively to global human rights

efforts and adhere to the UN Guiding Principles

on Human Rights, which include:

• Promoting internationally recognised human

rights standards.

• Ensuring equal opportunities and dignity for

all employees and contractors, free from

discrimination based on race, sexuality, or

religion.

• Upholding a zero-tolerance policy for modern

slavery, child labour, and human trafficking.

• Providing human rights training and raising

awareness among stakeholders.

• Respecting the rights of indigenous peoples

and seeking free, prior, and informed consent.

• Protecting cultural heritage.

At the TPS asset, workers can submit anonymous

feedback observation cards, and a similar system

is implemented by the operators of the Block

G and Dussafu assets. Additionally, Panoro

provides a Whistleblowing procedure, accessible

in English, French, and Arabic on the company

website.

Panoro is fully committed to compliance with

the Norwegian Transparency Act and has

commenced human rights risk assessments

across its operations and supply chain, focusing

on labour practices and the prevention of forced

and child labour.

Panoro has adopted a risk-based approach

to comply with the Act, identifying higher-risk

areas and implementing targeted mitigation

measures, such as policy revisions, due diligence

assessments, and supplier engagement. TPS

mandates that all suppliers commit to human

rights and decent working conditions, in line with

ILO standards.

Workers in the Value Chain

Strategy

Our responsibility for people extends beyond our

direct employees to the thousands of workers

across our value chain who contribute to our

success. This includes personnel at our joint

venture in Tunisia (TPS), which is jointly operated

with ETAP, and at our non-operated assets in

Equatorial Guinea (Block G, operated by Trident

Energy) and Gabon (Dussafu, operated by BW

Energy). Our policies and safety standards are

designed to ensure the well-being of all workers

connected to our activities.

Through our comprehensive EWRM process, we

have identified that the most significant potential

for material negative impacts on workers in

our value chain relates to personal Health and

Safety. These risks are most acute at operational

sites, particularly during drilling, workover, and

production activities, where a loss of primary

containment could result in serious harm. For this

reason, ensuring a safe operational environment

is our highest priority, managed through robust

safety systems and continuous oversight.

We also recognise that the ongoing energy

transition presents a material risk related to

human capital. The demographic shifts in the

industry create a challenge in sourcing the highly

skilled expertise necessary to minimise risks and

drive performance. We mitigate this by focusing

on high-quality recruitment within our own teams

and implementing a robust evaluation process for

all suppliers and partners.

In terms of human rights, we are not aware of

any geographies or commodities within our

value chain that present a significant risk of child

labour, forced labour, or compulsory labour. This

is a topic we revisit annually through our supplier

screening process as part of our due diligence

under the Norwegian Transparency Act.

Beyond risk, we see a material opportunity to

create positive impacts through our operations.

This includes the development of technical

skills within the local value chain workforce and

the generation of government revenue through

our product sales, which can support broader

economic development in the countries where

we operate.

Our commitment to workers in our value chain is

operationalised through a framework of shared

responsibility and collaborative governance

with our operating partners. Our Supplier Code

of Conduct sets clear expectations for ethical

behaviour and compliance with labour practices,

and our Whistleblowing Procedure is accessible

to all third parties to report any concerns.

A key example of our governance in action is

the successful HSSE enhancement programme

at our TPS asset. In response to previously

declining safety performance, we collaborated

with our partner ETAP to implement an 18-month

enhancement plan focused on fostering a strong

safety culture. This initiative delivered measurable

improvements, which were tracked via the asset’s

Total Recordable Injury Rate (TRIR), and has

instilled a process of continuous improvement.

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Policies related to value chain

workers

Panoro is committed to upholding the highest

standards of human and labour rights for all

workers across our value chain. Our approach is

governed by a framework of policies designed to

manage our material impacts and ensure ethical

practices are embedded in our operations and

supply chain. These policies are aligned with

internationally recognised instruments, including

the Universal Declaration of Human Rights, the

UN Guiding Principles on Business and Human

Rights, and the ILO Declaration on Fundamental

Principles and Rights at Work.

Our Safety and Sustainability Policy, Code

of Conduct, and Supplier Code of Conduct

collectively form the foundation of our

commitment. These documents explicitly prohibit

child labour, forced labour, human trafficking,

workplace discrimination, and harassment, while

recognising the right to freedom of association.

We operationalise these commitments through a

clear process of due diligence and engagement.

Annually, we conduct a risk assessment of our

suppliers from a human rights perspective. If high-

risk entities are identified, we investigate further

to seek reassurance that their practices align with

our policies. Should deviations be discovered,

we are committed to taking immediate corrective

action. This includes engaging with affected

stakeholders, implementing necessary changes

to mitigate risks, and, in line with our obligations

under the Norwegian Transparency Act, publicly

disclosing our findings and the remedial

measures taken.

To ensure accountability, we have established

robust mechanisms for workers in the value

chain to raise concerns. Our Supplier Code of

Conduct sets out clear expectations for our

suppliers, and our Whistleblowing Procedure

offers a confidential and secure channel for all

third parties to report potential human rights

violations. This system promotes trust and

responsiveness, ensuring that any issue can be

promptly addressed, and that our commitment

to safeguarding human rights is upheld at every

stage of our value chain.

Processes for engaging with value

chain workers about impacts

Panoro values the perspectives of workers

throughout our value chain and is committed

to integrating their insights into our decision-

making to effectively manage both actual

and potential impacts. We have ensured this

approach is in place at our joint-operated asset,

Thyna Petroleum Services (TPS), and we set the

expectation that a similar feedback culture is

maintained by the operators of our non-operated

assets through our regular engagement in

Operating and Technical Committee Meetings

(OCMs and TCMs).

Engagement occurs through multiple channels

and at various stages of our business

relationships. For asset-level staff, engagement

is part of the regular OCM and TCM cycle, which

typically occurs every three to six months. For

our suppliers, engagement begins during the

contractor procurement process and continues

through annual contract performance reviews

with supplier management. This is supplemented

by routine, on-the-ground engagement with

workers during site management walkarounds,

audits, and inspections. The ultimate

responsibility for ensuring this engagement

occurs and that the results inform the asset’s

approach rests with the Asset General Managers.

While Panoro’s Supplier Code of Conduct sets

out our clear expectations regarding respect for

human rights, the responsibility for negotiating

specific agreements with union federations lies

with the joint venture operator at each asset. The

effectiveness of our overall engagement process

is assessed through the ongoing interactions

between our asset and site-based personnel and

supplier representatives. Where necessary, we

also undertake direct interaction with members

of the value chain to gain deeper insights into the

perspectives of workers who may be particularly

vulnerable or marginalised.

Processes to remediate negative

impacts and channels for value

chain workers to raise concerns

Panoro is committed to ensuring that all workers

in our value chain have access to effective

channels to provide feedback and seek remedies,

particularly for any shortcomings that may

expose them to health and safety risks.

At an asset level, the primary mechanism for

this is site-based feedback systems, such as

the optionally anonymous observation card

programme at our joint-operated TPS asset.

Similar systems are run by the operators of our

non-operated assets. This is complemented at

the corporate level by Panoro’s Whistleblowing

Procedure, which is publicly available on our

website in English, French, and Arabic, allowing

any third party to raise concerns.

We monitor the robustness of these channels

through our regular Technical Committee

Meetings (TCMs), where we track the number of

observations raised and the progress made in

remedying any issues. The effectiveness of these

actions is also assessed through direct dialogue

with operational staff during site management

walkarounds.

Managing impacts and

opportunities

Panoro is committed to ensuring the highest

standards of safety and ethical conduct for all

workers across our value chain. Our approach

is defined by a comprehensive Health and

Safety (HSE) policy and management system

that applies not only to our own staff but also

to the value chain workers at our joint venture

and non-operated assets. This commitment is

operationalised through proactive governance,

targeted interventions, and a focus on continuous

improvement.

A key example of our governance in action is the

successful turnaround of safety performance

at our joint-operated TPS asset. In response to

declining HSE performance identified through

routine incident reporting, Panoro engaged with

our partner, ETAP, to agree on the need for a

significant cultural shift. This collaboration led

to the launch of a multi-year Enhancement Plan,

which involved the allocation of additional expert

resources to drive an 18-month programme

focused on improving asset-level HSE

performance. We are pleased to report that this

programme has delivered tangible results over

the past two years. With this stronger foundation

of safety culture now in place, our focus in the

year ahead will be on maintaining a strong safety

management organisation.

Beyond specific interventions, our strategy

is focused on proactive risk management

and creating positive impacts throughout our

supply chain. We have embraced the spirit of

the Norwegian Transparency Act by seeking

continuous improvement in human rights best

practices. As part of this, we have developed a

Supplier Code of Conduct which is issued to all

new contractors, setting clear expectations for

ethical behaviour, compliance with laws, labour

practices, and environmental responsibility.

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This is supported by an annual risk screening

of our suppliers, where we identify and evaluate

potential human rights and environmental risks.

Should any material negative impacts be

identified, Panoro’s corporate and country

management collaborate with our joint venture

partners to define the issue, identify appropriate

actions, and agree on a funded and monitored

remediation plan. Panoro will dedicate the

necessary resources to manage these impacts,

and progress is tracked by the corporate function

and reported to the Board.

In 2025, we can confirm that there were no severe

human rights issues or incidents connected to

our upstream or downstream value chain. We also

continue to monitor the potential impacts of the

energy transition on workers and strive to ensure

that any foreseen risks are mitigated.

Targets related to the value chain

In collaboration with our operating business

partners, Panoro sets clear, outcome-oriented

targets to manage our material impacts, with a

primary goal of achieving zero harm and zero

incidents across all operations.

Our target-setting process is designed to be

inclusive and effective. Asset management

teams develop specific targets that align with

both corporate and asset-level strategy, and we

ensure that workers employed directly by the

asset operating companies are involved in this

development process.

Performance against these targets is tracked

through our regular joint venture governance

forums, including Operating and Technical

Committee Meetings (OCMs and TCMs). As part

of this process, lessons learned are identified

and adopted, fostering a culture of continuous

improvement and shared accountability for safety

and performance.

Health and safety, Equatorial

Guinea

Our partner in Equatorial Guinea, Trident Energy,

continues to drive a strong safety culture through

its robust HSSE Management System, which

is aligned with international standards. In 2025,

this commitment was demonstrated through

proactive initiatives and measurable performance

improvements.

A key focus for the year was the enhancement

of safety processes. A comprehensive review

of Permit to Work (PTW) procedures and Risk

Assessment documentation was ongoing,

reaching 83% completion. To further empower

the workforce, Trident Energy launched the

“Pixaera Life Saving Rules” training, an interactive

tool designed to improve risk assessment

and intervention in the field. Health awareness

remained a priority, with campaigns covering

critical topics such as breast cancer, malaria,

cardiovascular disease, and CPR training.

These focused efforts contributed to a tangible

reduction in incidents in 2025 compared to the

previous year. As of year-end, Equatorial Guinea

operations recorded one Lost Time Injury (LTI),

compared to two in 2024. Significant safety

milestones were achieved, including the Sendje

Ceiba facility reaching three years LTI-free and

onshore operations achieving one year LTI-free.

Health and safety, Gabon

Our partner in Gabon, BW Energy, is committed

to a zero-harm objective for all personnel and

the environment. This is underpinned by a

comprehensive Operations Management System

(OMS) and a Health, Safety, Environmental &

Quality (HSEQ) framework built on the core

pillars of people, process, and plant. A key

element of this safety culture is the “Stop Work

Authority,” which empowers every individual to

halt any action they deem unsafe without fear of

retaliation.

This commitment to safety yielded strong results

for much of 2025. Critically, there were zero

fatalities, continuing the excellent record from

previous years. As of June 2025, the MaBoMo

facility achieved over 1,000 days LTI-free, while

the Adolo FPSO reached 344 days LTI-free.

Regrettably three LTIs occurred in the last quarter

of 2025, two on the Adolo FPSO and one on

MaBoMo, the root causes of these incidents were

thoroughly investigated with a series of corrective

actions identified.

As a non-operating partner, Panoro actively

monitors performance through quarterly HSSE

reports provided by BW Energy. This ensures

alignment with our standards and allows us to

verify that our partner’s operations are managed

effectively, with a shared commitment to

achieving zero harm.

Training and recruitment, Equatorial

Guinea

Our partner, Trident Energy, invests in technical

training and local talent development. In 2025,

their training focused on specialised areas

including subsea engineering, asset integrity

management, and process safety.

In addition, 12 employees are currently pursuing

advanced degrees in fields such as Petroleum

Engineering, Finance, and Geophysics. These

initiatives support a formal succession and

nationalisation plan which aims to prepare local

candidates for key technical and leadership roles.

Panoro monitors these programmes through our

joint venture governance to ensure alignment

with our objective of building in-country capacity.

Training and development, Gabon

In Gabon, our partner BW Energy incorporates

employee training and competency management

into its Operations Management System

(OMS). This ensures all personnel receive the

professional and technical training needed to

perform their roles safely and effectively.

Throughout 2025, all employees participated in

annual performance and career development

reviews to identify growth opportunities. Through

our joint venture governance, Panoro is assured

of our partner’s commitment to investing in its

workforce, which is essential for maintaining

operational excellence.

Diversity and inclusion, Equatorial

Guinea

Our partner has a clear approach to diversity

and inclusion, with all staff subject to their Equal

Opportunities and Anti-Harassment and Bullying

policies, and annual training on workplace issues.

They employ 127 people across their operations

in Equatorial Guinea and aim to increase female

representation in the industry through various

events.

In 2025, our partner’s approach to “building

true capacity” is reflected in their supply chain

operations, demonstrating solid trust in local

vendors. As of 2025 YTD, local suppliers

accounted for 55% of total spend with top 20

vendors, and 17% of total international spend,

further reinforcing steady figures for hiring in-

country services and purchasing locally sourced

goods.

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Diversity and inclusion, Gabon

BW Energy values diversity as a driver of

collaboration and innovation, fostering an

inclusive workplace that welcomes individuals

from varied backgrounds, experiences, and

perspectives. BW Energy is committed to equal

opportunity at all levels and across all functions,

ensuring inclusivity regardless of gender identity,

sexual orientation, nationality, religion, or age.

Community investments

Our approach is to engage with our neighbours,

community leaders, non-governmental

organisations and charities with respect and

dignity to understand the implications of our

activities and changes in the industry and wider

society.

Our vision is to create more jobs in-country and

help diversify the local economy. We always

encourage the employment of local staff and

engage in capacity building through the transfer

of skills and technologies.

Our aim is to support local companies’ growth

and expand their participation in the local

economy, to generate local value for people and

communities.

Community engagement, Panoro

Tunisia: The HELMA and OVIVO

Projects

The HELMA project is a socio-economic

development initiative implemented by the

International Organization for Migration (IOM

Tunisia) in partnership with the National Youth

Observatory, with the support of the Italian

Ministry of Foreign Affairs. It is designed to

promote youth employability, entrepreneurship,

and social inclusion in regions facing significant

socio-economic challenges. The project is

deployed across four governorates: Sfax; Mahdia;

Médenine; and Tataouine. These are particularly

exposed to irregular migration dynamics, driven

by high levels of youth unemployment and limited

economic opportunities. In this context, HELMA

aims to provide a structural and preventive

response by fostering sustainable local initiatives

and strengthening collaboration between youth,

civil society, and the private sector.

As part of HELMA, Panoro Energy has played

a catalytic role in supporting the development

of the OVIVO (formerly QuickClick Delivery)

project, a youth-led entrepreneurial initiative

addressing critical connectivity challenges

between Kerkennah Island and the Sfax mainland.

Recognising the project’s strong socio-economic

and environmental potential, Panoro positioned

itself as a sponsor and strategic partner, providing

both financial support and mentorship to the

project team.

Community engagement, TPS

Tunisia: Kerkennah Community

Infrastructure Programme

In 2025, Panoro Energy, through TPS,

implemented targeted community infrastructure

initiatives in the Kerkennah Islands, aimed at

improving public safety and supporting local

development. These actions were designed in

response to identified high-risk areas (“black

spots”) associated with road safety incidents,

including fatal accidents reported in 2024.

Two key initiatives are being progressed. The

first, a Solar-Powered Public Lighting Project,

involved the use of photovoltaic street lighting

along selected public roads, the renewable

energy solutions ensuring improved night-

time visibility whilst reducing dependency on

conventional energy infrastructure with a lower

environmental footprint. The second, a Road

Rehabilitation Project, involved the rehabilitation

of approximately one kilometre of roadway in

identified high-risk areas with improvement

of road conditions to enhance: traffic safety;

accessibility for local communities; and transport

reliability.

Community engagement,

Equatorial Guinea

Trident Energy is committed to supporting

local communities by addressing key needs in

education, healthcare, water access, and digital

inclusion.

In 2025, the company continued its ongoing

support to the Manos Felices & La Fe schools

in Bata, offering over 200 children with special

needs access to quality education, school

supplies, transport, and Science, Technology,

Engineering, and Mathematics learning

opportunities. To improve access to clean water,

solar-powered wells were successfully installed

in 12 communities, ensuring sustainable potable

water for local populations. Additionally, the

Foundation for Nursing Development programme

continued its training, enhancing healthcare

capacity by training 80 nursing assistants and

10 instructors. To bridge the digital divide, three

new computer labs with 60 computers were

maintained and closely monitored, benefiting

over 600 students annually and improving access

to technology and digital skills. Through these

efforts, Trident Energy continues to create lasting,

positive impacts for communities in Equatorial

Guinea.

Social Investment Programme

With our partners, we have been supporting local

communities and promoting social and economic

development since the beginning of 2021 with

funds originating under the Block G Production

Sharing Agreement. Working with our operating

partner and collaborating with the Ministry of

Mines and Hydrocarbons and the State of EG, we

invest in high impact and sustainable projects,

programmes and initiatives that maximise value

to communities throughout EG. We focus on

the most vulnerable communities close to our

business, addressing their fundamental needs,

such as healthcare, education, infrastructure and

environmental projects.

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Community engagement, Gabon

In Gabon, BW Energy with support of the Dussafu

partners maintained its ongoing commitment of

supporting the local community of Mayumba in

two main areas:

Solar Streetlights project, with the installation

of 68 additional solar streetlights in 2025 and

a total of 188 installed to date. In addition to

installing new streetlights, BW Energy maintains

the solar streetlights it installed in earlier phases.

This multi-year investment project is on phase 5

of its implementation and guarantees a reliable

and sustained support to improve access to

key public services, such as schools and health

services, and significantly contributes to the

security in these areas.

Public health system through the donation of

medical equipment, focused on blood analysis

and lab separation tests, for detecting blood

disorders, immune disorders, and chronic

diseases. Historically, patients often had to travel

long distances to access these services in urban

centres in Gabon and in neighbouring countries.

This donation shortened diagnostic timelines,

reduced pressure on reference laboratories,

reduced household costs, and brought essential

services closer to patients and clinicians.

Strengthening access to education

Education and skills development remained a

cornerstone of BW Energy’s social-investment

strategy in 2025:

In Gabon, BW Energy with the support of the

Dussafu partners supported public secondary

education through the donation of educational

equipment to state high schools in Oyem,

Mayumba, and Port-Gentil, benefiting hundreds

of students and teachers across three regions.

The donated equipment included computers,

professional-grade printers, essential educational

materials, and complete school kits for students.

These investments helped improve teaching

efficiency, reduce inequalities in access to

educational resources, and ease cost pressures

on households.

Business Conduct

Business conduct policies and

corporate culture

Panoro is committed to acting professionally,

fairly, and with integrity in all our business dealings

and relationships. This commitment is enshrined

in our Code of Conduct and is supported by

a comprehensive framework of policies and

procedures designed to ensure high ethical

standards across all levels of the organisation.

A key mechanism for upholding our standards

is our Whistleblowing Procedure, which aims

to uncover and prevent misconduct and any

behaviour that contradicts our code of conduct

or breaches the law. This procedure is available

on our company website in English, French,

and Arabic, and encourages all employees,

contractors, and other stakeholders to report

concerns. The procedure includes safeguards

for whistleblowers, allowing for confidential or

anonymous reporting, and establishes clear

channels for escalating concerns to a line

manager, the CEO, or, if necessary, the Chairman

of the Board. Panoro commits to investigating all

notified incidents promptly, independently, and

objectively, with serious incidents being elevated

to senior management within 24 hours for a

formal investigation.

Our governance framework includes a dedicated

Anti-Bribery and Corruption and Business

Associates Policy, which is consistent with the

United Nations Convention against Corruption

and is publicly available on our website. To

support this policy, we provide specific business

conduct training for all company staff, led by

our legal counsel. We have identified that our

frontline operational staff involved in in-country

contracting are the functions most at risk in

respect of corruption and bribery, and our training

and oversight are tailored accordingly.

Our commitment to ethical conduct also

extends to our environmental responsibilities.

Panoro’s Safety and Sustainability Management

Framework includes a commitment to maintaining

biodiversity and ensuring that vegetation and

wildlife are protected from harm. This involves

complying with all environmental legislation,

avoiding operations in protected areas, and

protecting ecosystems in all areas where we

operate.

Management of relationships with

suppliers

Panoro is committed to fostering responsible,

fair, and collaborative relationships with all our

suppliers. Our approach is designed to ensure

timely payments, manage supply chain risks,

and uphold our high standards for social and

environmental performance.

We ensure timely payments to all suppliers to

support their financial stability and build trust,

with a particular focus on prioritising Small and

Medium-sized Enterprises (SMEs) to minimise

their cash flow challenges. Our payment terms

are clearly defined in all contracts, and we utilise

a tracking system to monitor payment schedules

and ensure disputes are resolved promptly.

Our engagement with suppliers is framed by our

commitment to managing sustainability risks.

We assess all suppliers for their compliance with

our standards on human rights, environmental

protection, and ethical conduct. Our Supplier

Code of Conduct provides a clear framework for

these expectations, and we maintain a regular

dialogue with our partners to ensure ongoing

alignment.

Furthermore, we integrate social and

environmental criteria directly into our selection

process for all contractual partners. Prospective

suppliers must demonstrate that they can

meet our standards, which we may verify

through audits. We also assess the potential

environmental impacts of their goods and

services and include provisions for continuous

improvement in our contracts, ensuring that

our supply chain contributes positively to our

sustainability objectives.

Investing with other parties

Panoro’s commitment to acting professionally,

fairly, and with integrity underpins all our business

dealings and relationships. We believe that

successful collaboration with our joint venture

partners, including Trident Energy, BW Energy,

and ETAP, is built on a foundation of trust,

transparency, and aligned values regarding ethical

and sustainable business practices.

Our approach to entering new ventures or

engaging with key business associates is

governed by a rigorous due diligence process.

We assess all prospective partners to ensure

their standards on human rights, environmental

performance, and ethical conduct are in

alignment with our own Code of Conduct and

policies. This process ensures that any potential

risks are identified and addressed before

formalising a business relationship.

Any concerns identified during due diligence are

escalated to senior management for resolution.

This structured approach ensures that all our

business relationships are founded on a clear

understanding of mutual expectations and are

documented in compliance with all legal and

data protection requirements, reinforcing our

commitment to responsible and ethical business

practices across all our ventures.

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Prevention and detection of

corruption and bribery

Panoro has robust procedures in place to prevent,

detect, and address any allegations or incidents

of corruption or bribery, as outlined in our Anti-

Bribery, Corruption and Business Associates

Policy. These procedures mandate strict

compliance with all applicable laws, including

the UK Bribery Act 2010 and the Norwegian

Criminal Code, and prohibit facilitation payments,

ensuring high ethical standards are upheld by

all our employees, contractors, and business

associates.

Any allegations of misconduct are reported

directly to the Board, which, after consulting with

external legal counsel, will take appropriate action.

This process ensures that any investigation is

conducted independently of the management

chain involved. The Board is also responsible

for assessing the magnitude of any findings and

deciding on the appropriate communication to

all relevant administrative, management, and

supervisory bodies.

To ensure these policies are effective, they are

communicated to all employees, contractors,

and associates through our onboarding

processes, regular training sessions, and internal

communications, and are readily accessible via

our internal systems. While ethical conduct and

compliance with anti-bribery and corruption

(ABC) principles are embedded in our daily

operations, we hold formal training sessions

to keep our employees up-to-date with the

latest developments. In July 2025, a formal,

compulsory company-wide training session was

held, presented by our external legal counsel.

This training covered 100% of our functions that

are considered at risk, as well as all members of

our administrative, supervisory, and management

bodies.

In 2025, there were no breaches of our policy, nor

were there any fines or negative consequences

related to this matter. We believe this is a direct

result of the strong culture of integrity we

foster at Panoro, which is reinforced by direct

communication channels to our CEO and

CFO and continuous oversight of our ethical

standards.

Incidents of corruption or bribery

Reflecting the effectiveness of our robust

governance framework and the strong ethical

culture embedded across our business, Panoro

confirms that in 2025 there were zero convictions

for violations of anti-corruption and anti-bribery

laws. Consequently, no fines were incurred in

relation to such matters.

Political influence and lobbying

activities

Panoro Energy does not engage in lobbying or

political influence activities, and we do not make

any financial or in-kind political contributions. As

such, we have no representatives responsible for

overseeing these activities, nor are we registered

in the EU Transparency Register or any equivalent

transparency register.

Furthermore, no members of Panoro’s

administrative, management, or supervisory

bodies held a comparable position in public

administration within the two years preceding

their appointment to the company.

Engaging with host governments

Our relationships with the governments of the

countries where we operate are a cornerstone of

our business model and our licence to operate.

In 2025, we continued to build on these essential

partnerships through open, transparent, and

regular dialogue, ensuring our host governments

were kept fully informed of our activities, ongoing

projects, and key operational matters, while

engaging constructively on all aspects of policy

and regulatory compliance.

A central pillar of this transparency is our

reporting on payments to governments.

Our financial contributions are governed by

contractual agreements and national legislation

and primarily consist of production royalties,

taxes, and discounts related to the Domestic

Market Obligation (DMO). Depending on the

specific agreements, these payments may be

settled in cash or in kind through barrels of oil.

Other payments can include fees for services

or one-off payments for licence extensions and

farm-ins.

In full compliance with Norwegian law, specifically

the Accounting Act § 3-3d and the Securities

Trading Act § 5-5a, Panoro prepares a detailed

annual report on payments to governments. This

report, which breaks down payments at both

country and project levels, forms an integral

part of the Corporate Governance statement

within this Annual Report and underscores our

commitment to financial transparency.

Payment practices

Panoro is committed to fair and prompt payment

practices, which we view as a cornerstone of

maintaining strong and positive relationships

with our suppliers. Our standard payment term

is 30 days from the receipt of an invoice. This

timeframe ensures that all invoices are diligently

checked, approved, and processed in line with our

internal control procedures. In most instances,

where charges are not disputed, payments are

made well within this period.

In 2025, we continued to uphold this standard

across all our supplier relationships and can

confirm that there were no outstanding legal

proceedings for late payments during the year.

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Data Appendices

SASB

The data presented in the following table is prepared following the Sustainability Accounting Standards Board (SASB):

Topic Accounting Metric Category Unit of measure Code 2025 2024 2023 2022 Commentary

Oil & Gas - Exploration and Production

Greenhouse Gas

Emissions

Gross global Scope 1 emissions

Quantitative

Metric tons CO₂-e (t),

EM-EP-110a.1

131,058 142,453 152,849 158,881

Global Panoro data based on

working interest share of each

asset: TPS; Block G; Dussafu.

percentage methane Percentage (%) 9% 10% 9% 10%

percentage covered under

emissions-limiting regulations

Percentage (%) 0 0 0 0

Amount of gross global Scope 1

emissions from:

Quantitative Metric tons CO₂-e EM-EP-110a.2

(1) flared hydrocarbons 51,773 60,762 78,904 90,920

Global Panoro data based on

working interest share of each

asset: TPS; Block G; Dussafu.

Process, other vented and

fugitive emissions not available

for all assets up to 2023.

(2) other combustion 52,258 60,816 63,013 58,055

(3) process emissions 11,637 11,637 N/A N/A

(4) other vented emissions 7,803 7,194 N/A N/A

(5) fugitive emissions 6,150 6,830 N/A N/A

Discussion of long-term and

short-term strategy or plan to

manage Scope 1 emissions,

emissions reduction targets,

and an analysis of performance

against those targets

Discussion

and Analysis

n/a EM-EP-110a.3

An initial data gathering and

focus on quality and robustness

of measurements is now

transitioning to a focus on

measures to reduce those

emissions. A primary focus at this

time is on significantly reducing

routine flaring by 2030.

Gross global Scope 2 emissions Quantitative Metric tons CO₂-e (t), N/A 5,597 5,700 5,426 4,417

Electricity to offices and

operations, now includes Dussafu

and Block G.

Gross global Scope 3 emissions

(Category 11)

Quantitative Metric tons CO₂-e (t), N/A 1,394,407 1,351,930 1,150,985 1,018,814

Global Panoro data based on

working interest share of each

asset: TPS; Block G; Dussafu.

Air Quality Air emissions of the following

pollutants:

Quantitative Metric tons (t) EM-EP-120a.1

(1) NOx (excluding N2O) 102.7 102.7 102.7 102.7

TPS data only

(2) Sox 147.3 71.4 135.7 118.3

(3) volatile organic compounds

(VOCs)

1012.5 1084.6 860.7 782.7

(4) particulate matter (PM10) 5.30E-04 3.9E-04 1.1E-03 1.1E-03

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Water Management

(1) Total fresh water withdrawn

Quantitative

Thousand cubic

meters (m³)

EM-EP-140a.1

9.304 7.921 4.44 0.82

TPS data only. Water metering

errors account for an under-

reporting in 2022. This fresh

water was used in the company

offices and returned as grey water

to the public sewer system.

percentage in regions with High

or Extremely High Baseline Water

Stress

Percentage (%) 0 0 0 0

(2) total fresh water consumed

Thousand cubic

meters (m³)

9.30 7.92 4.44 0.82

percentage in regions with High

or Extremely High Baseline Water

Stress

Percentage (%) 0 0 0 0

Volume of produced water and

flowback generated;

Quantitative

Thousand cubic

meters (m³)

EM-EP-140a.2

711 658 699 625

TPS data only. All produced water

is reinjected, no hydrocarbons

are released to the environment.

Hydrocarbon content in

discharged water is on average

20ppm.

(1) percentage discharged, Percentage (%) 0 0 0 0

(2) percentage injected Percentage (%) 100 100 100 100

(3) percentage recycled Percentage (%) 0 0 0 0

hydrocarbon content in

discharged water

Metric tons (t) 14 13 N/A N/A

Percentage of hydraulically

fractured wells for which there is

public disclosure of all fracturing

fluid chemicals used

Quantitative Percentage (%) EM-EP-140a.3 NR NR NR NR

Not relevant, there are no

hydraulically fractured wells in

TPS operations.

Percentage of hydraulic fracturing

sites where ground or surface

water quality deteriorated

compared to a baseline

Quantitative Percentage (%) EM-EP-140a.4 NR NR NR NR

Topic Accounting metric Category Unit of measure Code 2025 2024 2023 2022 Commentary

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Biodiversity

Impacts

Description of environmental

management policies and

practices for active sites

Discussion

and Analysis

n/a EM-EP-160a.1

Corporate policy statements

and management standards all

established. All environmental

impacts are reported to

enable continuously improved

operational performance.

Number of hydrocarbon spills

Quantitative

Number

EM-EP-160a.2

0 0 3 2

TPS data only

Aggregate volume of hydrocarbon

spills

Barrels (bbls) 0 0.0 0.8 0.6

Volume in Arctic Barrels (bbls) 0 0 0 0

Volume impacting shorelines with

ESI rankings 8-10

Barrels (bbls) 0 0 0 0

Volume recovered Barrels (bbls) 0 0.0 0.8 0.6

Percentage of proved reserves

in or near sites with protected

conservation status or

endangered species habitat

Quantitative Percentage (%) EM-EP-160a.3

0 0 0 0

TPS data only

Percentage of probable

reserves in or near sites with

protected conservation status or

endangered species habitat

0 0 0 0

Security, Human

Rights & Rights of

Indigenous Peoples

Percentage of proved reserves in

or near areas of conflict

Quantitative Percentage (%)

EM-EP-210a.1

0 0 0 0

TPS data only

Percentage of probable reserves

in or near areas of conflict

0 0 0 0

Percentage of proved reserves in

or near indigenous land

EM-EP-210a.2

0 0 0 0

Percentage of probable reserves

in or near indigenous land

0 0 0 0

Discussion of engagement

processes and due diligence

practices with respect to human

rights, indigenous rights, and

operation in areas of conflict

Discussion

and Analysis

n/a EM-EP-210a.3

The company fully respects

Human Rights as enshrined

by the UN and OECD Guiding

Principles. Risk assessments

have been completed for TPS

operations in this regard. None

of our operations are located in

areas of conflict or sensitive to

indigenous rights.

Topic Accounting metric Category Unit of measure Code 2025 2024 2023 2022 Commentary

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Community

Relations

Discussion of process to manage

risks and opportunities associated

with community rights and

interests

Discussion

and Analysis

n/a EM-EP-210b.1

The TPS organisation engages

in regular dialogue with its own

union and the Sfax union and

maintains regular dialogue with

the Sfax Governor. Despite this,

there have been site blockades in

direct attempts by local residents

to seek employment.

Number of non-technical delays

Quantitative Number, Days EM-EP-210b.2

0 0 0 3 TPS data only. In 2020, we

witnessed one partial shutdown

of the Guebiba field and in 2022

there were three full shutdowns.

Duration of non-technical delays 0 0 0 8

Workforce Health

and Safety

(1) Total recordable incident rate

full-time employees (TRIR)

Quantitative

Rate

EM-EP-320a.1

0 0 0 2.32

TPS data only. N/A = Not available.

TRIR is calculated per million

hours worked.

Hours of HSSE training entered

as total hours / numbers of

employees, previous years

corrected

(2) Total recordable incident rate

contract employees (TRIR)

4.07 3.45 1.62 8.24

(3) Fatality rate full-time

employees

0 0 0 0

(4) Fatality rate contract

employees

0 0 0 0

(5) Near miss frequency rate

(NMFR)

N/A N/A N/A N/A

(6) Average hours of health, safety,

and emergency response training

for

(a) full-time employees

Hours (h)

22.9 22.3 12.6 22.3

(b) contract employees 4.4 9.0 4.6 4.9

Discussion of management

systems used to integrate a

culture of safety throughout

the exploration and production

lifecycle

Discussion

and Analysis

n/a EM-EP-320a.2

TPS engaged a dedicated HSSE

Advisor during 2023 to enhance

the Management System and

deliver an organisational cultural

safety programme.

Topic Accounting metric Category Unit of measure Code 2025 2024 2023 2022 Commentary

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Reserves

Valuation & Capital

Expenditures

Sensitivity of hydrocarbon reserve

levels to future price projection

scenarios that account for a price

on carbon emissions

Quantitative

Million barrels

(MMbbls),

Million standard

cubic feet (MMscf)

EM-EP-420a.1

(1) 0

(2) -1

(3) -10

(1) -3

(2) -1

(3) -12

(1) -3

(2) -1

(3) -12

(1) -3

(2) -1

(3) -12

(1) IEA Current Policies Scenario

(CPS) 2025, Announced Policies

Scenario (APS) 2022-24

(2) IEA Stated Policies Scenario

(STEPS)

(3) IEA Net Zero Emissions by

2050 Scenario (NZE)

For an explanation, see page 38.

Estimated carbon dioxide

emissions embedded in proved

hydrocarbon reserves

Quantitative Metric tons (t) CO

-e EM-EP-420a.2 N/A N/A N/A N/A

This will be reported in

subsequent years

Amount invested in renewable

energy, revenue generated by

renewable energy sales

Quantitative Reporting currency EM-EP-420a.3 0 0 0 0 TPS data only

Discussion of how price and

demand for hydrocarbons and/

or climate regulation influence

the capital expenditure strategy

for exploration, acquisition, and

development of assets

Discussion

and Analysis

n/a EM-EP-420a.4

We plan to allocate sufficient

capital to accelerate our energy

transition strategy. This includes

investing in measures to reduce

the environmental impact of our

existing oil production operations,

it extends to finding opportunities

to invest in projects that may play

a key role in the energy transition

in the years ahead.

Business Ethics &

Transparency

Percentage of (1) proved and (2)

probable reserves in countries

that have the 20 lowest rankings

in Transparency International’s

Corruption Perception Index - EG

TCM

Quantitative Percentage (%) EM-EP-510a.1 0 0 0 0

TPS data only

Description of the management

system for prevention of

corruption and bribery throughout

the value chain

Discussion

and Analysis

n/a EM-EP-510a.2 0 0 0 0

Management of the

Legal & Regulatory

Environment

Discussion of corporate positions

related to government regulations

and/or policy proposals that

address environmental and social

factors affecting the industry

Discussion

and Analysis

n/a EM-EP-530a.1

The Company runs an Enterprise-

Wide Risk Assessment process

reviewed every quarter with

the Board and receiving major

updates every six months. This

process addresses all risks and

opportunities the organisation

encounters. More details are

provided in the Sustainability

chapter of this Annual Report.

Topic Accounting metric Category Unit of measure Code 2025 2024 2023 2022 Commentary

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Critical Incident

Risk Management

Process Safety Event (PSE) rates

for Loss of Primary Containment

(LOPC) of greater consequence

(Tier 1)

Quantitative Rate EM-EP-540a.1 0.83 0 0 0.21

TPS data only.

Tier 1 PSE rate is calculated as

(Total PSE 1 Count / Total Hours

Worked) x 200,000.

Description of management

systems used to identify and

mitigate catastrophic and tail-end

risks

Discussion

and Analysis

n/a EM-EP-540a.2

A Major Accident Event (MAE)

hazard assessment and controls

study to make sure that MAE risks

are minimised to an As Low As

Reasonably Practicable level was

completed in 2022.

ACTIVITY METRICS

Production of:

Quantitative

EM-EP-000.A

(1) oil

Thousand barrels per

day (Mbbl/day)

10.263 9.950 8.471 7.498

(2) natural gas

Million standard

cubic feet per day

(MMscf/day)

2.684 3.907 4.108 0.464

(3) synthetic oil 0 0 0 0

(4) synthetic gas 0 0 0 0

Oil - Controlled/Monitored

Thousand barrels per

day (Mbbl/day)

3.124 3.145 4.290 4.232

TPS data only

Natural Gas - Controlled/

Monitored

Million standard

cubic feet per day

(MMscf/day)

1.452 1.380 1.610 1.578

Synthetic Oil

Thousand barrels per

day (Mbbl/day)

0 0 0 0

Synthetic Gas

Million standard

cubic feet per day

(MMscf/day)

0 0 0 0

Number of offshore sites Number EM-EP-000.B 1 1 1 1 TPS: Cercina.

Number of terrestrial sites Number EM-EP-000.C 4 4 4 4

TPS: Guebiba; El Ain; Rhemoura;

Tank Battery

Topic Accounting metric Category Unit of measure Code 2025 2024 2023 2022 Commentary

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ESRS E1-3: Actions and resources in relation to climate change policies

Metric Unit of measure 2025 2024 Commentary

Achieved GHG emission reductions Metric tons CO₂-e (t) 21,791 10,396

Total emissions reduction achieved from all three assets, with

2023 as the base year.

Expected GHG emission reductions

Metric tons CO₂-e (t) in

2030

32,293 48,174

A combination of: EG emissions reduction expected from

the full implementation of the GINI project where a 50%

CO₂ equivalent intensity reduction by 2030 has been

communicated by the Operator; achieved emissions intensity

levels at Dussafu being carried forward to 2030; and emissions

reductions associated with the implementation of the Gas

Valorisation project at TPS.

CSRD

ESRS E1-1: Transition plan for climate change mitigation

Metric Unit of measure 2025 2024 Commentary

Significant CapEx for coal-related economic activities USD million 0 0

Panoro does not have any significant CapEx allocated to coal-

related economic activities.

Significant CapEx for oil-related economic activities USD million 39.5 101.5

Significant CapEx for gas-related economic activities USD million 0 0

Panoro does not currently sell or market gas from any of its

operations.

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ESRS E1-4: Targets related to climate change mitigation and adaptation

Metric Unit of measure 2025 2024 Commentary

Absolute value of total Greenhouse gas emissions reduction Metric tons CO₂-e (t) 32,293 48,174

Company emissions target defined on the basis of the

committed CO₂ equivalent emissions intensity reduction

target set for Block G and progress made to date at Dussafu.

Target year is 2030, base year is 2023, assumed to be all

Scope 1.

Percentage of total Greenhouse gas emissions reduction (as of emissions of base

year)

% 21 32

Intensity value of total Greenhouse gas emissions reduction

Metric tons CO₂-e (t) /

mBoe

24.8 24.5

Absolute value of Scope 1 Greenhouse gas emissions reduction Metric tons CO₂-e (t) 32,293 48,174

Percentage of Scope 1 Greenhouse gas emissions reduction (as of emissions of

base year)

% 21 32

Intensity value of Scope 1 Greenhouse gas emissions reduction

Metric tons CO₂-e (t) /

mBoe

24.8 24.5

Absolute value of location-based Scope 2 Greenhouse gas emissions reduction Metric tons CO₂-e (t) 0 0

A full set of Scope 2 emissions is not available for all assets,

nor have targets yet been set for Scope 2.

Percentage of location-based Scope 2 Greenhouse gas emissions reduction (as of

emissions of base year)

% 0 0

Intensity value of location-based Scope 2 Greenhouse gas emissions reduction

Metric tons CO₂-e (t) /

mBoe

0 0

Absolute value of Scope 3 Greenhouse gas emissions reduction Metric tons CO₂-e (t) 0 0

Panoro discloses Scope 3 Category 11 but does not currently

calculate Scope 3 greenhouse gas emissions reduction. We

are in the process of evaluating methodologies to better

assess and manage Scope 3 emissions in the future.

Percentage of Scope 3 Greenhouse gas emissions reduction (as of emissions of

base year)

% 0 0

Intensity value of Scope 3 Greenhouse gas emissions reduction

Metric tons CO₂-e (t) /

mBoe

0 0

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ESRS E1-5: Energy consumption and mix

Metric Unit of measure 2025 2024 Commentary

Total energy consumption related to own operations MWh 37,463 36,388

Total of Scope 2 energy consumption plus energy generated

from gas and diesel consumption at TPS.

Total energy consumption from fossil sources MWh 36,649 35,652

Total of Scope 2 energy consumption from fossil fuel sources

plus energy generated from gas and diesel consumption at

TPS.

Total energy consumption from nuclear sources MWh 4 4 Scope 2 energy consumption from nuclear sources.

Percentage of energy consumption from nuclear sources in total energy

consumption

% 0 0 Percentage calculated from lines above.

Total energy consumption from renewable sources MWh 810 732 Scope 2 energy consumption from renewable sources.

Fuel consumption from renewable sources MWh 0 0 Currently no renewable source used for fuel.

Consumption of purchased or acquired electricity, heat, steam, and cooling from

renewable sources

MWh 810 732 Assessed using country energy source emissions factors.

Consumption of self-generated non-fuel renewable energy MWh 0 0

Limited self-generated non-fuel renewable energy. Solar power

lighting used on access roads.

Percentage of renewable sources in total energy consumption % 2% 2% Percentage calculated from lines above.

Fuel consumption from coal and coal products MWh 0 0 No coal is used as fuel.

Fuel consumption from crude oil and petroleum products MWh 7,824 9,577

TPS power generated using diesel, refer to Calculations tab in

TPS emissions reporting spreadsheet, rows 239-244.

Fuel consumption from natural gas MWh 17,859 14,939

TPS power generated using associated gas, refer to

Calculations tab in TPS emissions reporting spreadsheet.

Fuel consumption from other fossil sources MWh 0 0 No other fossil fuel sources of fuel are utilised.

Consumption of purchased or acquired electricity, heat, steam, or cooling from fossil

sources

MWh 10,966 11,136 Scope 2 energy consumption from fossil sources.

Percentage of fossil sources in total energy consumption % 98% 98% Percentage calculated from lines above.

Non-renewable energy production MWh 25,683 24,516

Total of power generated using associated gas and diesel

across TPS operations.

Renewable energy production MWh 0 0

Limited self-generated non-fuel renewable energy. Solar power

lighting used on access roads.

Energy intensity from activities in high climate impact sectors (total energy

consumption per net revenue)

MWh/MMUSD 172.8 135.8

Expressed as total energy consumed divided by net oil

revenue.

Total energy consumption from activities in high climate impact sectors MWh 37,463 36,388 Total energy consumption related to own operations.

Net revenue from activities in high climate impact sectors MMUSD 217 268

Panoro’s net revenue is 100% derived from activities in the

oil and gas sector, which is classified as a high climate impact

sector.

Net revenue from activities other than in high climate impact sectors MMUSD 0 0

Panoro Energy has no net revenue from activities outside the

oil and gas sector, which is the sole focus of our business.

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ESRS E1-6: Gross Scopes 1, 2, 3 and Total GHG emissions

Metric Unit of measure 2025 2024 Commentary

Gross Scope 1 greenhouse gas emissions Metric tons CO₂-e (t) 131,058 142,453 Panoro’s working interest Scope 1 emissions across all assets.

Gross Scope 2 greenhouse gas emissions Metric tons CO₂-e (t) 5,597 5,700

Panoro’s working interest Scope 2 emissions across all assets.

These are location-based estimates and numbers include

Dussafu and Block G for the first time.

Gross Scope 3 greenhouse gas emissions Metric tons CO₂-e (t) 1,394,407 1,351,930

Panoro’s Scope 3 Category 11 emissions are calculated

utilising reference “IPIECA Estimating petroleum industry value

chain (Scope 3) greenhouse gas emissions”.

Total GHG emissions Metric tons CO₂-e (t) 1,531,062 1,500,083

Panoro’s total greenhouse gas emissions based on working

interest share across all assets.

Percentage of Scope 1 GHG emissions from regulated emission trading schemes % 0 0 Panoro does not participate in emissions trading schemes.

Gross market-based Scope 2 greenhouse gas emissions Metric tons CO₂-e (t) 0 0

Panoro’s emissions estimates are all location-based.

Total GHG emissions location-based Metric tons CO₂-e (t) 1,531,062 1,500,083

Total GHG emissions market-based Metric tons CO₂-e (t) 0 0

Scope 2 location-based Metric tons CO₂-e (t) 5,597 5,700

Scope 2 market-based Metric tons CO₂-e (t) 0 0

Percentage of contractual instruments, Scope 2 GHG emissions Percentage (%) N/A N/A

Not applicable.

Percentage of market-based Scope 2 GHG emissions linked to purchased electricity

bundled with instruments

Percentage (%) N/A N/A

Percentage of contractual instruments used for sale and purchase of energy bundled

with attributes about energy generation in relation to Scope 2 GHG emissions

Percentage (%) N/A N/A

Percentage of contractual instruments used for sale and purchase of unbundled

energy attribute claims in relation to Scope 2 GHG emissions

Percentage (%) N/A N/A

Biogenic emissions of CO₂ from combustion or bio-degradation of biomass not

included in Scope 2 GHG emissions

Metric tons CO₂-e (t) 0 0

Biogenic emissions of CO₂ from combustion or bio-

degradation of biomass not included in Scope 2 GHG

emissions: 0.

Biogenic emissions of CO₂ from combustion or bio-degradation of biomass that

occur in value chain not included in Scope 3 GHG emissions

Metric tons CO₂-e (t) 0 0

Biogenic emissions of CO₂ from combustion or bio-

degradation of biomass that occur in the value chain and are

not included in Scope 3 GHG emissions: 0.

Percentage of GHG Scope 3 calculated using primary data Percentage (%) 0 0

Percentage of GHG Scope 3 calculated using primary data:

0%. Panoro is reporting Scope 3 for the first time in 2024

with a particular focus on Category 11 which covers the vast

majority of this Scope’s emissions for the company. Further

more detailed reporting of Scope 3 is under consideration.

Net revenue MMUSD 216.8 285.1 Net revenue for ESRS E1 purposes is the same as Total

Revenues on the Consolidated Statement of Comprehensive

Income of the Annual Report.

Net revenue used to calculate GHG intensity MMUSD 216.8 285.1

Net revenue other than used to calculate GHG intensity MMUSD N/A N/A Not applicable.

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ESRS E1-7: GHG removals and GHG mitigation projects financed through carbon credits

Metric Unit of measure 2025 2024 Commentary

Total GHG removals and storage Metric tons CO₂-e (t) N/A N/A

Panoro does not currently utilise GHG removals or carbon

storage in our operations.

GHG emissions associated with removal activity Metric tons CO₂-e (t) N/A N/A

Total amount of carbon credits outside value chain that are verified against

recognised quality standards and cancelled

Metric tons CO₂-e (t) N/A N/A

Panoro to date has not purchased carbon credits for climate

change mitigation projects outside value chain.

Total amount of carbon credits outside value chain planned to be cancelled in future Metric tons CO₂-e (t) N/A N/A

Reversals Metric tons CO₂-e (t) N/A N/A Panoro to date has not declared a net-zero target.

Percentage of reduction projects Percentage (%) N/A N/A

Panoro does not currently use carbon credits as part of our

emissions reduction strategy.

Percentage of removal projects Percentage (%) N/A N/A

Percentage for recognised quality standard Percentage (%) N/A N/A

Percentage issued from projects in European Union Percentage (%) N/A N/A

Percentage that qualifies as corresponding adjustment Percentage (%) N/A N/A

Date when carbon credits outside value chain are planned to be cancelled Year N/A N/A

Percentage for recognised quality standards Percentage (%) N/A N/A

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ESRS E1-9: Anticipated financial effects from material physical and transition risks and potential climate-related opportunities

Metric Unit of measure 2025 2024 Commentary

Assets at material physical risk before considering climate change adaptation

actions

MMUSD 0 0

None of Panoro’s assets are currently considered to be

exposed to material, acute, or chronic physical climate risks.

Assets at acute material physical risk before considering climate change adaptation

actions

MMUSD 0 0

Assets at chronic material physical risk before considering climate change

adaptation actions

MMUSD 0 0

Percentage of assets at material physical risk before considering climate change

adaptation actions

Percentage (%) 0 0

Percentage of assets at material physical risk addressed by climate change

adaptation actions

Percentage (%) 0 0

Net revenue from business activities at material physical risk MMUSD 0 0

Percentage of net revenue from business activities at material physical risk Percentage (%) 0 0

Assets at material transition risk before considering climate mitigation actions MMUSD 0 0

None of Panoro’s assets are currently considered to be

exposed to material transition risks, these were considered

as more likely to impact operations in the medium term, and

strategies to manage these risk are being developed.

Percentage of assets at material transition risk before considering climate mitigation

actions

Percentage (%) 0 0

Percentage of assets at material transition risk addressed by climate change

mitigation actions

Percentage (%) 0 0

Total carrying amount of real estate assets MMUSD 0 0 Not applicable.

Estimated amount of potentially stranded assets MMUSD 0 0

Panoro has not identified any potentially stranded assets.

Percentage of estimated share of potentially stranded assets of total assets at

material transition risk

Percentage (%) 0 0

Total carrying amount of real estate assets for which energy consumption is based

on internal estimates

N/A N/A Not applicable.

Liabilities from material transition risks that may have to be recognised in financial

statements

MMUSD 0 0

None of Panoro’s assets are currently considered to be

exposed to material transition risks, these were considered

as more likely to impact operations in the medium term, and

strategies to manage these risk are being developed.

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Number of Scope 1 GHG emission allowances within regulated emission trading

schemes

N/A N/A

Number of emission allowances stored (from previous allowances) at beginning of

reporting period

N/A N/A

Potential future liabilities, based on existing contractual agreements, associated with

carbon credits planned to be cancelled in near future

N/A N/A

Monetised gross Scope 1 and 2 GHG emissions MMUSD 0 0

Monetised total GHG emissions MMUSD 0 0

Net revenue from business activities at material transition risk MMUSD 0 0

Based on the life of these assets as currently stated, none

of Panoro’s assets are considered to be exposed to material

transition risks, these were considered as more likely to impact

operations in the medium term, and strategies to manage

these risks are being developed.

Net revenue from customers operating in coal-related activities N/A N/A

Net revenue from customers operating in oil-related activities N/A N/A

Net revenue from customers operating in gas-related activities N/A N/A

Percentage of net revenue from customers operating in coal-related activities N/A N/A

Percentage of net revenue from customers operating in oil-related activities N/A N/A

Percentage of net revenue from customers operating in gas-related activities N/A N/A

Percentage of net revenue from business activities at material transition risk Percentage (%) 0 0

None of Panoro’s assets are currently considered to be

exposed to material transition risks, these were considered

as more likely to impact operations in the medium term, and

strategies to manage these risk are being developed.

Expected cost savings from climate change mitigation actions MMUSD 0 0

No current cost savings envisaged from mitigation actions

being taken

Expected cost savings from climate change adaptation actions MMUSD 0 0

Potential market size of low-carbon products and services or adaptation solutions to

which undertaking has or may have access

MMUSD 0 0

No low carbon products or services envisaged

Expected changes to net revenue from low-carbon products and services or

adaptation solutions to which undertaking has or may have access

MMUSD 0 0

Metric Unit of measure 2025 2024 Commentary

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ESRS 2 GOV-3: Integration of sustainability-related performance in incentive schemes

Metric Unit of measure 2025 2024 Commentary

Percentage of remuneration recognised that is linked to climate related

considerations

Percentage (%) 10% 10%

ESRS 2 SBM-3: Material impacts, risks and opportunities and their interaction with strategy and business model

Metric Unit of measure 2025 2024 Commentary

Date of resilience analysis Date Oct-25 Oct-24

The resilience analysis was conducted in October 2025 as

part of our annual enterprise-wide risk management review.

ESRS 2-4: Pollution of air, water and soil

Metric Unit of measure 2025 2024 Commentary

Emissions to air by pollutant: NOx (excluding N2O) Metric tons 102.7 102.7

For NOx emissions at TPS, use exhaust flow estimates and

measured concentrations at generators.

Emissions to air by pollutant: SOx Metric tons 147.4 71.5

Volumes of SO₂ produced at TPS are dependent on the

quantity of H₂S being produced and then combusted in the

TPS off-gas streams. Annual quantities vary as a function

of changing production from the contributory fields and the

associated stream of off-gas. These volumes are estimates

based on produced gas volumes, compositions measured and

volumes assumed combusted. Direct measurements of SO₂

production are taken at gas and diesel generators across the

site on an ad-hoc basis determined by legal requirements. This

data is not currently used.

Emissions to air by pollutant: Volatile organic compounds (VOCs) Metric tons 1012.5 1084.6

VOC volumes produced at TPS are dependent on the

quantity of off-gas not combusted in flares, vents through the

production process and fugitive emissions from the plant.

These volumes are calculated based on produced volumes

of gas, gas compositions from each field and estimates of

uncombusted gas volumes flared, vented or emitted as fugitive

emissions.

Emissions to air by pollutant: Particulate matter (PM10) Metric tons 5.30E-04 3.90E-04

Calculated based on the maximum PM10 readings at each site

multiplied by total volumes of gas flared at each location.

Emissions to water by pollutant [+ by sectors/Geographical Area/Type of source/Site

location]

Metric tons 0 0

At TPS there are no emissions to water, unless as a result of a

breach of primary containment.

Emissions to soil by pollutant [+ by sectors/Geographical Area/Type of source/Site

location]

Metric tons 0 0

At TPS there are no emissions to soil, unless as a result of a

breach of primary containment.

Microplastics generated Metric tons 0 0

At TPS, negligible microplastics are consumed or produced in

Company operations, considered below threshold.

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Microplastics used Metric tons 0 0

At TPS, negligible microplastics are consumed or produced in

Company operations, considered below threshold.

Percentage of total emissions of pollutants to water occurring in areas at water risk Percentage (%) 0 0

Zero emissions to water, all produced water is re-injected. Note

Sfax is in an area of extremely high water stress, reference:

resourcewatch.org.

Percentage of total emissions of pollutants to water occurring in areas of high-water

stress

Percentage (%) 0 0

Percentage of total emissions of pollutants to soil occurring in areas at water risk Percentage (%) 0 0 Zero emissions to soil under normal operations, all produced

water is re-injected, waste to landfill is treated to regulatory

specification. Loss of primary containment may result in

an unplanned spill of oil and produced water to soil. Note

Sfax is in an area of extremely high water stress, reference:

resourcewatch.org.

Percentage of total emissions of pollutants to soil occurring in areas of high-water

stress

Percentage (%) 0 0

ESRS 2-5: Substances of concern and substances of very high concern

Metric Unit of measure 2025 2024 Commentary

Total amount of substances of concern that are generated or used during production

or that are procured

Metric tons 155900 157700

Petroleum and Hydrocarbon Gas are substances of concern

generated by the business. The production stream contains

Hydrogen Sulphide, a substance of concern.

Total amount of substances of concern that leave facilities as emissions, as

products, or as part of products or services

Metric tons 155900 157700

Petroleum is a product of the business. Hydrocarbon Gas

is emitted at the processing facilities. Hydrogen Sulphide,

is emitted at low safe levels in the production processing

as off-gas. Combustion of the Hydrocarbon Gas containing

Hydrogen Sulphide generates Sulphur Dioxide.

Amount of substances of concern that leave facilities as emissions by main hazard

classes of substances of concern

Metric tons 16400 14500

Hydrocarbon Gas (reported) is classed as Carcinogenic 1A.

Petroleum is classed as Carcinogenic 1B. Hydrogen Sulphide

is classed as Acute Toxicity 2. Combustion of the Hydrocarbon

Gas containing Hydrogen Sulphide generates Sulphur Dioxide

classed as Acute Toxicity 3.

Amount of substances of concern that leave facilities as products by main hazard

classes of substances of concern

Metric tons 155900 157700 Petroleum is classed as Carcinogenic 1B.

Amount of substances of concern that leave facilities as part of products by main

hazard classes of substances of concern

Metric tons N/A N/A

Hydrogen Sulphide, part of the production stream is classed

as Acute Toxicity 2.

Amount of substances of concern that leave facilities as services Metric tons 0 0

To company knowledge no substances of concern are

produced as a service from its assets.

Metric Unit of measure 2025 2024 Commentary

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Total amount of substances of very high concern that are generated or used during

production or that are procured by main hazard classes of substances of concern

Metric tons N/A N/A

To company knowledge no substances of very high concern

identified on the ECHA candidate list for authorisation are

generated or utilised by operations in its assets.

Total amount of substances of very high concern that leave facilities as emissions, as

products, or as part of products or services by main hazard classes of substances of

concern

Metric tons N/A N/A

Amount of substances of very high concern that leave facilities as emissions by main

hazard classes of substances of concern

Metric tons N/A N/A

Amount of substances of very high concern that leave facilities as products by main

hazard classes of substances of concern

Metric tons N/A N/A

Amount of substances of very high concern that leave facilities as part of products

by main hazard classes of substances of concern

Metric tons N/A N/A

Amount of substances of very high concern that leave facilities as services by main

hazard classes of substances of concern

Metric tons N/A N/A

ESRS 2-6: Anticipated financial effects from pollution-related impacts, risks and opportunities

Metric Unit of measure 2025 2024 Commentary

Percentage of net revenue made with products and services that are or that contain

substances of concern

Percentage (%) 100 100

Petroleum and Hydrocarbon Gas are substances of concern

generated by the business. The production stream contains

Hydrogen Sulphide, a substance of concern.

Percentage of net revenue made with products and services that are or that contain

substances of very high concern

Percentage (%) 0 0

To company knowledge no material substances of very high

concern identified on the ECHA candidate list for authorisation

are produced from its assets.

Operating expenditures (OpEx) in conjunction with major incidents and deposits

(pollution)

MMUSD 0 0

No major incidents occurred during reporting period, thus no

operating expenditure in conjunction with major incidents and

deposits (Pollution)

Capital expenditures (CapEx) in conjunction with major incidents and deposits

(pollution)

MMUSD 0 0

No major incidents occurred during reporting period, thus no

capital expenditure in conjunction with major incidents and

deposits (Pollution)

Metric Unit of measure 2025 2024 Commentary

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Provisions for environmental protection and remediation costs (pollution) MMUSD 136.5 143.6

Panoro has established oil spill response facilities at each of

its operating locations to ensure preparedness for potential

pollution events. In addition, contracts with the Oil Spill

Response Limited (OSRL) are in place to provide additional

support if required. The Company also holds insurance to

cover the potential costs associated with oil spill events.

Furthermore, Panoro maintains a decommissioning provision,

as outlined in our financial statements. This provision is built

up over the life of the asset and is intended to cover costs

associated with the decommissioning process, including the

plugging and abandonment of wells and the environmental

remediation required at the end of a project’s life. This

provision is reviewed regularly to ensure it accurately reflects

the anticipated costs.

Both the provisions for pollution prevention and the

decommissioning provision are designed to ensure that

Panoro meets its environmental responsibilities throughout

the lifecycle of its assets

ESRS S1-6: Characteristics of the undertaking’s employees

Metric Unit of measure 2025 2024 Commentary

Number of employees (head count) number 34 27

Based on payroll data of UK, EG, Gabon and Tunisia

Average number of employees (head count) number 34 25

Number of employees in countries with 50 or more employees number 0 0

The Panoro Group employs less than 50 people.

Average number of employees in countries with 50 or more employees number 0 0

Number of employees (head count or full-time equivalent) number 34 27

Based on payroll data of UK, EG, Gabon and Tunisia

Average number of employees (head count or full-time equivalent) number 34 25

Number of employee turnover number 1 0

Percentage of employee turnover Percentage (%) 3 0

Metric Unit of measure 2025 2024 Commentary

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ESRS S1-7: Characteristics of non-employees in the undertaking’s own workforce

Metric Unit of measure 2025 2024 Commentary

Number of non-employees in own workforce number 11 20

Individuals that comply with definition in S1-7 55b.

Number of non-employees in own workforce - self-employed people number 11 19

Number of non-employees in own workforce - people provided by undertakings

primarily engaged in employment activities

number 0 1

ESRS S1-8: Collective bargaining coverage and social dialogue

Metric Unit of measure 2025 2024 Commentary

Percentage of total employees covered by collective bargaining agreements Number 0 0

Panoro does not have employees covered by collective

bargaining agreements.

Percentage of employees in country (EEA) covered by workers’ representatives Percentage (%) 0 0 Panoro does not operate in the EEA.

ESRS S1-9: Diversity metrics

Metric Unit of measure 2025 2024 Commentary

Number of employees (head count) at top management level Integer 3 2

Percentage of employees at top management level Percentage (%) 9% 7%

Number of employees (head count) under 30 years old Integer 5 3

Percentage of employees under 30 years old Percentage (%) 15% 11%

Number of employees (head count) between 30 and 50 years old Integer 20 17

Percentage of employees between 30 and 50 years old Percentage (%) 59% 63%

Number of employees (head count) over 50 years old Integer 9 7

Percentage of employees over 50 years old Percentage (%) 26% 26%

ESRS S1-10: Adequate wages

Metric Unit of measure 2025 2024 Commentary

Percentage of employees paid below the applicable adequate wage benchmark Percentage (%) 0 0

No employees are paid under minimum wage levels in the

countries of employment.

ESRS S1-12: Persons with disabilities

Metric Unit of measure 2025 2024 Commentary

Percentage of persons with disabilities amongst employees subject to legal

restrictions on collection of data

Percentage (%) 0 0

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ESRS S1-13: Training and skills development

Metric Unit of measure 2025 2024 Commentary

Percentage of employees that participated in regular performance and career

development reviews

Percentage (%) 100 100

Training and skills development needs are discussed at

each individual’s annual performance review. Employees

are required to monitor and arrange training as part of their

individual targets for the upcoming year. Panoro covers the

cost for any relevant and work related training needs.

Average number of training hours per person for employees number 22 27

ESRS S1-14: Health and safety metrics

Metric Unit of measure 2025 2024 Commentary

Percentage of people in its own workforce who are covered by health and safety

management system based on legal requirements and (or) recognised standards or

guidelines

Percentage (%) 100 100

Panoro is operating in the oil and gas industry where health

and safety is of critical importance. All employees are covered

by the health and safety management system.

Number of fatalities in own workforce as result of work-related injuries and work-

related ill health

Integer 0 0

For the purposes of this disclosure, “own workforce” is defined

as employees and contractors working in Panoro’s London,

Tunis, Libreville and Malabo offices.

Number of fatalities as result of work-related injuries and work-related ill health of

other workers working on undertaking’s sites

Integer 0 0

Number of recordable work-related accidents for own workforce Integer 0 0

Rate of recordable work-related accidents for own workforce Percentage (%) 0 0

Number of cases of recordable work-related ill health of employees Integer 0 0

Number of days lost to work-related injuries and fatalities from work-related

accidents, work-related ill health and fatalities from ill health related to employees

Integer 0 0

ESRS S1-15: Work-life balance metrics

Metric Unit of measure 2025 2024 Commentary

Percentage of employees entitled to take family-related leave Percentage (%) 100 100 All employees are entitled to family-related leave if they need it.

Percentage of entitled employees that took family-related leave Percentage (%) 100 100 All family-related leave requests were approved.

Percentage of entitled employees that took family-related leave by gender

- Male Percentage (%) 65% 77%

- Female Percentage (%) 35% 23%

ESRS S1-16: Remuneration metrics (pay gap and total remuneration)

Metric Unit of measure 2025 2024 Commentary

Gender pay gap Percentage (%) 59% 57%

Based on payroll and HR information, consistent with Annual

Report.

Annual total remuneration ratio Percentage (%) 420% 415%

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Sustainability Report

ESRS S1-17: Incidents, complaints and severe human rights impacts

Metric Unit of measure 2025 2024 Commentary

Number of incidents of discrimination Integer 0 0

Number of complaints filed through channels for people in own workforce to raise

concerns

Integer 0 0

Number of complaints filed to National Contact Points for OECD Multinational

Enterprises

Integer 0 0

Amount of material fines, penalties, and compensation for damages as result of

violations regarding social and human rights factors

MMUSD 0 0

Number of severe human rights issues and incidents connected to own workforce Integer 0 0

Number of severe human rights issues and incidents connected to own workforce

that are cases of non respect of UN Guiding Principles and OECD Guidelines for

Multinational Enterprises

Integer 0 0

Amount of material fines, penalties, and compensation for severe human rights

issues and incidents connected to own workforce

MMUSD 0 0

ESRS G1-3: Prevention and detection of corruption and bribery

Metric Unit of measure 2025 2024 Commentary

Percentage of functions-at-risk covered by training programmes Percentage (%) 100 100

ESRS G1-4: Incidents of corruption or bribery

Metric Unit of measure 2025 2024 Commentary

Number of convictions for violation of anti-corruption and anti- bribery laws Integer 0 0

Amount of fines for violation of anti-corruption and anti- bribery laws MMUSD 0 0

ESRS G1-5: Political influence and lobbying activities

Metric Unit of measure 2025 2024 Commentary

Financial political contributions made MMUSD 0 0

In-kind political contributions made MMUSD 0 0

ESRS G1-6: Payment practices

Metric Unit of measure 2025 2024 Commentary

Average number of days to pay invoice from date when contractual or statutory term

of payment starts to be calculated

Days 30 30

Percentage of payments aligned with standard payment terms Percentage (%) 100 100

Number of outstanding legal proceedings for late payments Integer 0 0

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Annual Statement of Reserves

Annual Statement

of Reserves

This statement provides a clear

overview of our reserves and how

they are used to maintain financial

stability, protect core activities, and

support responsible decision-making.

Introduction 79

Disclaimer 79

Panoro Assets Portfolio 80

Management Discussion and Analysis 81

2P Development (Working Interest) 81

Annex Reserves Statement 82

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Annual Statement of Reserves

Introduction

Panoro’s classification of reserves and resources

complies with the guidelines established by

the Oslo Stock Exchange and are based on

the definitions set by the Petroleum Resources

Management System (PRMS), sponsored by the

Society of Petroleum Engineers/ World Petroleum

Council/ American Association of Petroleum

Geologists/ Society of Petroleum Evaluation

Engineers (SPE/WPC/AAPG/SPEE) as issued in

June 2018.

Reserves are the volume of hydrocarbons

that are expected to be produced from known

accumulations:

• On Production

• Approved for Development

• Justified for Development

Reserves are also classified according to the

associated risks and probability that the reserves

will be actually produced.

1P – Proved reserves represent volumes that will

be recovered with 90% probability

2P – Proved + Probable represent volumes that

will be recovered with 50% probability

3P – Proved + Probable + Possible volumes that

will be recovered with 10% probability.

Contingent Resources are the volumes of

hydrocarbons expected to be produced from

known accumulations:

• In planning phase

• Where development is likely

• Where development is unlikely with present

basic assumptions

• Under evaluation

Contingent Resources are reported as 1C, 2C,

and 3C, reflecting similar probabilities as reserves.

Disclaimer

The information provided in this report reflects

reservoir assessments, which in general must be

recognised as subjective processes of estimating

hydrocarbon volumes that cannot be measured in

an exact way.

It should also be recognised that results of recent

and future drilling, testing, production and new

technology applications may justify revisions that

could be material.

Certain assumptions on the future beyond

Panoro’s control have been made. These include

assumptions made regarding market variations

affecting both product prices and investment

levels. As a result, actual developments may

deviate materially from what is stated in this

report.

The estimates in this report are based on third

party assessments prepared by Netherland

Sewell and Associates Inc. (NSAI).

AS OF 31 DECEMBER 2025

Panoro has established itself as a leading

independent full-cycle oil company in

Africa with a diversified portfolio of high-

quality cash generative producing assets,

material pipeline of organic growth

opportunities and robust financial profile.

The Board of Directors are committed

to translating the strong fundamentals

of the business into meaningful and

sustainable shareholder returns, in

balance with Panoro’s opportunistic

approach to new business opportunities

should they arise.

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Annual Statement of Reserves

Panoro Assets Portfolio

The Panoro portfolio reported here for year end 2025 is considered to comprise assets with reserves and contingent resources being the Block G and EG-23 licences in Equatorial Guinea, the Dussafu licence in

Gabon and the TPS Assets in Tunisia.

A summary description of these assets as of 31 December 2025 is included below. For additional background information on the assets, refer to the company’s website. Unless otherwise specified, all reserves

figures quoted in this report are net to Panoro’s working interest.

The Block G assets comprise a number

of oil fields offshore Equatorial Guinea

The Dussafu licence contains the

producing Tortue, Hibiscus and Hibiscus

South fields

The TPS Assets comprise five oil field

concessions in the Sfax city region,

onshore and shallow water offshore Tunisia

Exploration licence EG-23 comprising

multiple oil and gas discoveries in

Equatorial Guinea

The Block G licence covers an area containing the

Ceiba field and the Okume complex. The Okume

complex consists of five separate oil fields.

Production from Block G during 2025 amounted to

7.44 MMbbls gross.

In April 2026 NSAI certified (3rd party) reserves and

resources for the Block G licence. As of the end of

December 2025, the Block G licence comprising

the Ceiba and Okume Complex fields, contained

gross 1P Proved Reserves of 75.9 MMbbls, gross

2P Proved plus Probable Reserves of 106 MMbbls

and gross 3P Proved plus Probable plus Possible

Reserves of 133.6 MMbbls.

In addition to these Reserves NSAI also certified

gross unrisked 1C In addition to these Reserves

NSAI also certified gross unrisked 1C Contingent

Resources of 28.0 MMbbls, gross unrisked 2C

Contingent Resources of 71.3 MMbbls, and gross

unrisked 3C Contingent Resources of 119.8 MMbbls

in the Block G licence area.

These evaluations yield the following Reserves net

to Panoro’s working interest of 14.25%: 1P Proved

Reserves of 10.82 MMbbls, 2P Proved plus Probable

Reserves of 15.10 MMbbls and 3P Proved plus

Probable plus Possible Reserves of 19.04 MMbbls.

Additional unrisked Contingent Resources net to

Panoro’s working interest of 14.25% are 4.0 MMbbls

1C, 10.2 MMbbls 2C and 17.1 MMbbls 3C.

Panoro’s net entitlement 1P reserves are 9.21

MMbbls, net entitlement 2P reserves are 12.53

MMbbls and net entitlement 3P reserves are 15.41

MMbbls.

Dussafu is an exploration, development and

exploitation licence containing several oil fields

including Tortue, Hibiscus and Hibiscus South.

The licence also includes the 2025 Bourdon field

discovery.

Production from the Dussafu licence during 2025

amounted to 12.12 MMbbls gross.

In April 2026 NSAI certified (3rd party) reserves and

resources for the Dussafu licence. As of the end of

December 2025, the Dussafu licence contained

gross 1P Proved Reserves of 72.25 MMbbls, gross

2P Proved plus Probable Reserves of 116.04

MMbbls and gross 3P Proved plus Probable plus

Possible Reserves of 148.72 MMbbls.

In addition to these Reserves NSAI also certified

gross unrisked 1C Contingent Resources of 38.4

MMbbls, gross unrisked 2C Contingent Resources

of 69.6 MMbbls, and gross unrisked 3C Contingent

Resources of 142.8 MMbbls in the Dussafu licence

area.

These evaluations yield the following Reserves net

to Panoro’s working interest of 17.5%: 1P Proved

Reserves of 12.64 MMbbls, 2P Proved plus Probable

Reserves of 20.31 MMbbls and 3P Proved plus

Probable plus Possible Reserves of 26.03 MMbbls.

Additional unrisked Contingent Resources net to

Panoro’s working interest of 17.5% are 6.7 MMbbls

1C, 12.2 MMbbls 2C and 25.0 MMbbls 3C.

Panoro’s net entitlement 1P reserves are 10.41

MMbbls, net entitlement 2P reserves are 15.03

MMbbls and net entitlement 3P reserves are 17.76

MMbbls.

The concessions are Cercina, Cercina Sud,

Rhemoura, El Ain/Gremda and El Hajeb/Guebiba.

Production from the TPS assets amounted to 1.14

MMbbls gross in 2025.

In April 2026 NSAI certified (3rd party) reserves

and resources for the TPS licences. As of the end

of December 2025 gross field reserves amount

to 1P Proved Reserves of 7.8 MMbbls, 2P Proved

plus Probable Reserves of 11.4 MMbbls and 3P

Proved plus Probable plus Possible Reserves of 14

MMbbls.

In addition to these reserves, NSAI also assessed

gross 1C Contingent Resources of 10.6 MMbbls,

2C Contingent Resources of 15.7 MMbbls and 3C

Contingent Resources of 23.8 MMbbls.

These evaluations yield the following Reserves net

to Panoro’s working interest of 49%: 1P Proved

reserves of 3.83 MMbbls, 2P Proved plus Probable

reserves of 5.58 MMbbls and 3P Proved plus

Probable plus Possible of 6.86 MMbbls. Additional

unrisked

Additional unrisked Contingent Resources net to

Panoro’s working interest of 49% are 5.2 MMbbls

1C, 7.7 MMbbls 2C and 11.7 MMbbls 3C.

Panoro’s net entitlement 1P reserves are 3.34

MMbbls, net entitlement 2P reserves are 4.88

MMbbls and net entitlement 3P reserves are 6.02

MMbbls.

The EG-23 licence in Equatorial Guinea was

awarded during 2025. The licence comprise three

oil, one gas condensate and two gas discoveries.

Panoro are working on development plans for the

licence.

In April 2026 NSAI certified (3rd party) resources for

the Block EG-23 licence.

As of the end of December 2025 gross contingent

resources amount to gross 1C Contingent

Resources of 20.26 MMBOE, 2C Contingent

Resources of 32.86 MMBOE and 3C Contingent

Resources of 56.92 MMBOE.

Unrisked Contingent Resources net to Panoro’s

working interest of 80% are 16.21 MMBOE 1C,

26.28 MMBOE 2C and 45.53 MMBOE 3C.

These Contingent Resources are Panoro’s net

working interest volumes before deductions for

royalties and other taxes.

BLOCK G:

Offshore Equatorial Guinea

Operator: Trident Energy, Panoro 14.25%

DUSSAFU:

Offshore Gabon

Operator: BW Energy, Panoro 17.4997%

TPS ASSETS:

Onshore and Offshore Tunisia

Operator: TPS, Panoro 49%

BLOCK EG-23:

Offshore Equatorial Guinea

Operator: Panoro 80%

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Annual Statement of Reserves

Management Discussion and Analysis

Panoro uses the services of NSAI for third party

verifications of its reserves and resources.

All evaluations are based on standard industry

practice and methodology for production

decline analysis and reservoir modelling based

on geological and geophysical analysis. The

following discussions are a comparison of the

volumes reported in previous reports, along with a

discussion of the consequences for the year-end

2025 ASR.

Block G: The 2025 reserves position includes

minor additions and performance-based

revisions and is overall consistent with the 2024

reserves position and balance of production.

Remaining contingent resources in the Block

G fields are associated with projects that have

not yet been approved and potential production

beyond the licence expiry dates of the fields.

Some of these contingent resources may be

re-assigned as reserves if certain projects are

approved or licence terms further extended.

Dussafu: The 2025 reserves positions for

the Tortue, Hibiscus and Hibiscus South fields

included minor revisions only and are consistent

with the 2024 positions and balance of

production.

Reserves were reduced for the Ruche field due

to underperformance of the Ruche development

well during the year. This reduction was largely

offset by the addition of reserves from the

Bourdon discovery for which the JV is well

advanced towards development FID.

The remaining fields in Dussafu (Walt Whitman,

Moubenga and Hibiscus North) and extensions

to the other fields are classified as Contingent

Resources. A decision to develop these fields will

trigger a re-assignment of these resources as

reserves.

TPS: Good production performance in the

Guebiba and Cercina fields led to positive

reserves additions during 2025. Contingent

Resources may be re-assigned as reserves if

certain projects are approved or licence terms

extended.

ASSUMPTIONS:

The commerciality and economic tests for all of

the reserves volumes were based on the following

nominal Brent Crude future oil prices, adjusted for

price differentials:

Period Ending Oil Price

31 December USD/bbl

2026 67

2027 69

2028 70

2029 71

2030 73

2031 75

2032 78

2033 80

2034 83

2035 85

2036 88

2037 90

2038 93

2039 95

2040 98

Thereafter 100

2P Development

(Working Interest)

2P Reserves Development MMBOE

Balance (previous ASR – 31

December 2024)

42.3

Production 2025 (3.7)

Performance additions and

discoveries since previous ASR

3.7

Revisions of previous

estimates

(1.3)

Balance (revised ASR) as of 31

December 2025

41.0

Panoro’s total 1P working interest reserves at end

of 2025 amount to 27.29 MMbbls. Panoro’s 2P

reserves amount to 40.99 MMbbls and Panoro’s

3P reserves amount to 51.93 MMbbls.

Panoro’s Contingent Resource base includes

discoveries of varying degrees of maturity

towards development decisions. By the end of

2025, Panoro’s assets contained a total unrisked

2C working interest volume of 56.4 MMbbls.

21 April 2026

John Hamilton

CEO

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Annual Statement of Reserves

Annex Reserves Statement

AS OF 31 DECEMBER 2025

1P (Low Estimate) 2P (Base Estimate) 3P (High Estimate)

Gross Net Gross Net Gross Net

Interest % MMbbls MMbbls MMbbls MMbbls MMbbls MMbbls

Block G 14.25 75.90 10.82 106.00 15.10 133.62 19.04

Dussafu 17.50 72.25 12.64 116.04 20.31 148.72 26.03

TPS 49.00 7.82 3.83 11.38 5.58 14.02 6.86

Total 27.29 40.99 51.93

Small rounding differences may arise due to rounding to the nearest MMbbl.

Contingent Resources summary

Asset 2C MMBOE (as of YE 2024) 2C MMBOE (as of this report)

Block G 10.0 10.2

Block EG-23 N/A 26.3

Dussafu 8.6 12.2

TPS 7.0 7.7

Totals 25.6 56.4

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Financial Reports

Financial

Reports

Providing a clear and comprehensive

view of financial performance to

enable accountability, strategic

planning, and sustainable growth.

Consolidated Statement of Comprehensive Income 84

Consolidated Statement of Financial Position 85

Consolidated Statement of Changes on Equity 86

Consolidated Cash Flow Statement 87

Notes to the Consolidated Financial Statements 88

Parent Company Income Statement 123

Parent Company Balance Sheet 124

Parent Company Statement of Cash Flow 125

Parent Company Notes to the Financial Statements 126

Annual Report on Executive Remuneration Policies 134

Statement of Directors’ Responsibility 139

Auditor’s Report 140

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Financial Reports

Consolidated Statement of Comprehensive Income

FOR THE YEAR ENDED 31 DECEMBER

Amounts in USD 000, unless otherwise stated	Note	2025	2024
CONTINUING OPERATIONS
Oil revenue	3	199,356	267,886
Other revenue	3	17,443	17,172
Total revenues		216,799	285,058
Operating expenses
Operating costs		(106,171)	(121,045)
General and administrative costs	4	(14,217)	(11,603)
(Impairment) / reversal of impairment for Oil and gas assets	4.1	(319)	-
Depreciation and amortisation	4	(48,337)	(54,329)
Acquisition and project related costs	4	(245)	(223)
Exploration costs written off	4.1	(15,807)	(464)
Share based payments	17	(1,976)	(1,999)
Total operating expenses		(187,072)	(189,663)
Operating profit		29,727	95,395
Gain/(loss) on reassessment of contingent consideration	16	(80)	3,922
Net foreign exchange gain / (loss)		(55)	(80)
Realised gain / (loss) on commodity hedges	5	(343)	(315)
Interest income	5	567	143
Interest costs	5	(20,041)	(16,630)
Unrealised (gain) / loss on listed equity instruments	5	6	(6)
Other financial costs	5	(5,919)	(4,201)
Profit before income taxes		3,862	78,228
Income tax expense	7	(16,958)	(17,550)
Net profit from continuing operations		(13,096)	60,678

Amounts in USD 000, unless otherwise stated	Note	2025	2024
Total comprehensive income attributable to shareholders of
the company		(13,096)	60,678
Net Income for the period attributable to:
Equity holders of the parent		(13,096)	60,678
Total comprehensive income for the period attributable to:
Equity holders of the parent		(13,096)	60,678
Earnings per share attributable to equity holders of the parent
Basic EPS on profit for the period (USD)	8	(0.12)	0.52
Diluted EPS on profit for the period (USD)	8	(0.12)	0.52

The annexed notes form an integral part of these financial statements.

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Financial Reports

Consolidated Statement of Financial Position

AS AT 31 DECEMBER

USD 000	Note	2025	2024
ASSETS
Non-current assets  
Production rights	9	148,232	162,272
Licences and exploration assets	9	17,397	19,862
Investment in associates and joint ventures		44	44
Investment in Venture Capital Funds	11	411	405
Goodwill	9	52,124	52,124
Production assets and equipment	10	205,807	241,415
Development assets	10	98,804	85,975
Property, furniture, fixtures and office equipment	10	1,765	208
Other non-current assets		146	137
Total Non-current assets		524,730	562,442
Current assets
Crude Oil Inventory		7,137	10,098
Materials Inventory		32,329	31,562
Trade and other receivables	12	32,986	38,586
Cash and cash equivalents	13	77,025	72,868
Total current assets		149,477	153,114
Total Assets		674,207	715,556

USD 000 Note 2025 2024

EQUITY AND LIABILITIES
Equity
Share capital	15	716	738
Share premium	15	372,272	415,647
Treasury Shares	15	(2,927)	(4,348)
Additional paid-in capital	15	122,344	122,105
Total paid-in equity		492,405	534,142
Other reserves	15	(43,408)	(43,408)
Retained earnings		(225,931)	(216,621)
Total equity attributable to shareholders of the parent		223,066	274,113
Non-current liabilities
Decommissioning liability	14	135,905	143,653
Secured Loans	5	122,879	146,488
Licence and Contingent Obligations	6	-	30
Other non-current liabilities	16	25,207	25,939
Deferred tax liabilities	7	53,990	62,239
Total Non-current liabilities		337,981	378,349
Accounts payable, accruals and other liabilities	16	36,733	28,583
Secured Loans - current portion	5	24,468	(553)
Licence and Contingent Obligations - current portion	6	5,444	5,444
Other current liabilities	16	16,947	5,083
Oil revenue advances	16	25,000	-
Corporation tax liability	7	4,568	24,537
Total current liabilities		113,160	63,094
Total Equity and Liabilities		674,207	715,556

The annexed notes form an integral part of these financial statements.

21 April 2026

The Board of Directors - Panoro Energy ASA

JULIEN BALKANY

Chairman of the Board

TORSTEIN SANNESS

Deputy Chairman of the Board

CHRISTOPHE SALMON

Non-Executive Director

ALEXANDRA HERGER

Non-Executive Director

GUNNVOR ELLINGSEN

Non-Executive Director

JOHN HAMILTON

Chief Executive Officer

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Financial Reports

Consolidated Statement of Changes on Equity

FOR THE YEAR ENDED 31 DECEMBER

						Attributable to equity holders of the parent
					Additional			Currency
			Share	Treasury	paid-in	Retained	Other	translation
USD 000	Note	Issued capital	premium	shares	capital	earnings	reserves	reserve	Total
At 1 January 2025		738	415,647	(4,348)	122,105	(216,621)	(37,647)	(5,761)	274,113
Net income/(loss) for the period - continuing operations		-	-	-	-	(13,096)	-	-	(13,096)
Other comprehensive income/(loss)		-	-	-	-	-	-	-	-
Total comprehensive income/(loss)		-	-	-	-	(13,096)	-	-	(13,096)
Buyback of own shares		-	-	(8,616)	-	-	-	-	(8,616)
Cancellation of treasury shares		(22)	(12,988)	9,268	-	3,742	-	-	-
Employee share options charge/(benefit)	17	-	-	-	1,976	-	-	-	1,976
Settlement of RSUs	17	-	-	769	(1,737)	44	-	-	(924)
Distributions to shareholders		-	(30,387)	-	-	-	-	-	(30,387)
At 31 December 2025		716	372,272	(2,927)	122,344	(225,931)	(37,647)	(5,761)	223,066

						Attributable to equity holders of the parent
					Additional			Currency
			Share	Treasury	paid-in	Retained	Other	translation
USD 000	Note	Issued capital	premium	shares	capital	earnings	reserves	reserve	Total
At 1 January 2024		738	433,969	-	122,039	(277,299)	(37,647)	(5,761)	236,039
Net income/(loss) for the period - continuing operations		-	-	-	-	60,678	-	-	60,678
Other comprehensive income/(loss)		-	-	-	-	-	-	-	-
Total comprehensive income/(loss)		-	-	-	-	60,678	-	-	60,678
Buyback of own shares		-	-	(4,348)	-	-	-	-	(4,348)
Employee share options charge/(benefit)	17	-	-	-	1,999	-	-	-	1,999
Settlement of RSUs	17	-	-	-	(1,933)	-	-	-	(1,933)
Distributions to shareholders		-	(18,322)	-	-	-	-	-	(18,322)
At 31 December 2024		738	415,647	(4,348)	122,105	(216,621)	(37,647)	(5,761)	274,113

The annexed notes form an integral part of these financial statements.

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Consolidated Cash Flow Statement

FOR THE YEAR ENDED 31 DECEMBER

USD 000	Note	2025	2024
CASH FLOW FROM OPERATING ACTIVITIES
Net (loss)/income for the period before tax		3,862	78,228
ADJUSTED FOR:
Depreciation	4	48,337	54,329
Impairment and asset write-off/(impairment reversal)		319	-
Exploration costs written off		15,807	-
Loss/(gain) on commodity hedges		343	315
Net finance costs		24,130	12,556
Share-based payments	17	1,976	1,999
Foreign exchange loss/(gain)		(172)	-
Increase/(decrease) in trade and other payables		17,491	1,393
(Increase)/decrease in trade and other receivables		5,591	(7,236)
(Increase)/decrease in inventories		1,875	8,875
State share of profit oil	7	(17,841)	(17,057)
Taxes paid		(27,335)	(20,981)
Net cash (out)/inflow from operations		74,383	112,421
CASH FLOW FROM INVESTING ACTIVITIES
Cash outflow related to acquisitions		-	(5,358)
Interest income		567	143
Investment in exploration, production and other assets	9, 10	(39,981)	(103,082)
Investment in Venture Capital Funds		-	(405)
Net cash (out)/inflow from investing activities		(39,414)	(108,702)

CASH FLOW FROM FINANCING ACTIVITIES
Gross proceeds from loans and borrowings	5	-	180,000
Sale and leaseback arrangement proceeds		-	25,856
Repayment of Secured Loans	5	-	(100,627)
Commodity hedges - cash payments		(343)	(315)
Borrowing costs, including arrangement fees		(15,376)	(14,963)
Share buyback		(8,616)	(4,348)
Cash distribution to shareholders		(30,387)	(18,322)
Cash cost of equity issue on settlement of RSUs		(924)	(1,933)
Lease liability payments	21	(166)	(240)
Oil revenue advances drawn down	16	25,000	54,600
Oil revenue advances repaid	16	-	(78,380)
Net cash (out)/inflow from financing activities		(30,812)	41,328
Change in cash and cash equivalents during the period		4,157	45,047
Cash and cash equivalents at the beginning of the period		72,868	27,821
Cash and cash equivalents at the end of the period		77,025	72,868

The annexed notes form an integral part of these financial statements.

USD 000 Note 2025 2024

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Notes to the Consolidated Financial Statements

Note 1: Corporate information

The parent company, Panoro Energy ASA (“the Company”), was incorporated on 28 April 2009 as a

public limited company under the Norwegian Public Limited Companies Act. The registered organisation

number of the Company is 994 051 067 and its registered office is c/o Advokatfirmaet BAHR AS,

Tjuvholmen allé 16, Postboks 1524 Vika, 1117 Oslo, Norway.

The Company and its subsidiaries (“Panoro” or the “Group”) are engaged in the exploration and

production of oil and gas resources in North, West and Southern Africa. The consolidated financial

statements of the Group for the year ended 31 December 2025 were authorised for issue by the Board

of Directors on 21 April 2026.

The Company regularly evaluates its financial position, cash flow forecasts and its compliance with

financial covenants by considering multiple combinations of oil and gas prices, production volumes,

and operational spend scenarios. As required under the Norwegian Accounting Act, the Company’s

Board of Directors conducted a review of the going concern assumption considering all relevant

information available up to the date the Panoro consolidated and Company accounts are issued and

taking into account all available information about the future covering at least 12 months from the end

of the reporting period. The Board of Directors’ review included, in particular, assessment of the Group’s

projected cash reserves and access to financing arrangements, debt maturities, operational outlook

and work programmes, while maintaining appropriate headroom in respect of sound equity, liquidity and

financial covenant compliance throughout the assessment period. Following its review, the Board of

Directors confirmed, pursuant to the Norwegian Accounting Act section 4-5 that the requirements of

the going concern assumption are met and that these financial statements have been prepared on that

basis.

The Company’s shares are traded on the Oslo Stock Exchange under the ticker symbol PEN. The

Company’s corporate bond is listed on Nordic Alternative Bond Market with ticker symbol PEN01 .

Note 2: Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with International

Financial Reporting Standards (IFRS Accounting Standards) as adopted by the European Union (“EU”).

The consolidated financial statements are prepared on a historical cost basis, except for certain financial

instruments which have been measured at fair value.

The principal accounting policies applied in the preparation of these consolidated financial statements

are set out below. These policies have been consistently applied to all years presented, unless otherwise

stated.

The consolidated financial statements are presented in USD, which is the functional currency of

Panoro Energy ASA. The amounts in these financial statements have been rounded to the nearest USD

thousand unless otherwise stated.

Note 2.1. Changes in significant accounting policies

Standards, amendments to standards, and interpretations of standards, issued but not yet effective, are

either not expected to materially impact the Company’s consolidated financial statements, or are not

expected to be relevant to the Company's consolidated financial statements upon adoption .

Note 2.2. Basis of consolidation

The consolidated financial statements include Panoro Energy ASA and its subsidiaries as of 31

December for each year.

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group

obtains control, and continue to be consolidated until the date that such control ceases.

The financial statements of the subsidiaries are prepared for the same reporting period as the parent

company, using consistent accounting policies.

All intra-group balances, transactions and unrealised gains and losses resulting from intra-group

transactions and dividends are eliminated in ful l.

Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. Total

comprehensive income is attributed to non-controlling interests even if this results in the non-controlling

interests having a deficit balance.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity

transaction. If the Group loses control over a subsidiary, it:

• derecognises the assets (including goodwill) and liabilities of the subsidiary

• derecognises the carrying amount of any non-controlling interest (NCI)

• derecognises the cumulative translation differences recognised in equity

• recognises the fair value of the consideration received

• recognises the fair value of any investment retained

• recognises any surplus or deficit in profit or loss

• reclassifies the parent’s share of components previously recognised in other comprehensive income

to profit or loss or retained earnings, as appropriate.

The purchase method of accounting is applied for business combinations. The cost of the acquisition is

measured as the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred

or assumed, and equity instruments issued by the acquirer, in exchange for control of the acquirer.

If the initial accounting for a business combination can only be determined provisionally, then provisional

values are used. However, these provisional values may be adjusted within 12 months from the date of

the combination .

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Note 2.3. Significant accounting judgments, estimates and assumptions

Note 2.3.1. Estimates and assumptions

The preparation of the financial statements in conformity with IFRS Accounting Standards as adopted

by the EU and application of the Group’s accounting policies require management to make judgements,

estimates and assumptions that affect the reported amounts of assets, liabilities and contingent

liabilities at the date of the consolidated financial statements and reported amounts of revenues and

expenses during the reporting period. Judgements, estimates and assumptions are continuously

evaluated and are based on management’s experience and other factors, including expectations of

future events that are believed to be reasonable under the circumstances. However, actual outcomes

can differ from these estimates.

In particular, significant areas of uncertainty considered by management in preparing the consolidated

financial statements are as follows:

Business combinations and goodwill

Acquisitions are accounted for as described in Note 2.4.3. Business combinations and goodwill

Significant areas requiring judgement, estimate and assumption to apply to establish the appropriate

accounting treatment of such acquisitions include fair value of contingent consideration, assessment

and appropriate classification of assumed assets and liabilities and recognition of goodwill where fair

values cannot reliably be measured.

Hydrocarbon reserve estimates

Hydrocarbon reserves are estimates of the amounts of hydrocarbons that can be economically and

legally extracted from the Group’s oil and gas properties. The Group estimates its commercial reserves

based on information compiled by appropriately qualified persons relating to the geological and

technical data on the size, depth, shape and grade of the hydrocarbon body and suitable production

techniques and recovery rates. Commercial reserves are determined using estimates of oil and gas in

place, recovery factors and future commodity prices, the latter having an impact on the total amount

of recoverable reserves and the proportion of the gross reserves which are attributable to the host

government under the terms of the Production-Sharing Agreements. Future development costs are

estimated using assumptions as to the number of wells required to produce the commercial reserves,

the cost of such wells and associated production facilities, and other capital costs.

The Group estimates and reports hydrocarbon reserves in line with the principles contained in the

SPE Petroleum Resources Management Reporting System (PRMS) framework and generally obtains

independent evaluations for each asset whenever new information becomes available that materially

influences the reported results. As the economic assumptions used may change and as additional

geological information is obtained during the operation of a field, estimates of recoverable reserves may

change. Such changes may impact the Group’s reported financial position and results, which include:

• The carrying value of exploration and evaluation assets; oil and gas properties; property, plant and

equipment; and goodwill may be affected due to changes in estimated future cash flows

• Depreciation and amortisation charges in the statement of profit or loss and other comprehensive

income may change where such charges are determined using the UOP method, or where the useful

life of the related assets change

• Provisions for decommissioning may change — where changes to the reserve estimates affect

expectations about when such activities will occur and the associated cost of these activities

• The recognition and carrying value of deferred tax assets may change due to changes in the

judgements regarding the existence of such assets and in estimates of the likely recovery of such

assets.

Risk relating to international conflicts and wars

The estimation of future oil and gas prices and discount rates is used in determining the recoverable

amounts of cash-generating units, individual assets and the Group’s asset retirement costs. Risks related

to the outbreak of war and increased geopolitical uncertainty with possible trade wars and tariffs could

result in higher energy prices amid concerns for regional energy shortages, inflationary pressures, and

higher interest rates affecting discount rates.

Income and deferred taxes

The Group recognises the net future tax benefit related to deferred income tax assets to the extent that

it is probable that the deductible temporary differences will reverse in the foreseeable future. Assessing

the recoverability of deferred income tax assets requires the Group to make significant estimates related

to expectations of future taxable income. Estimates of future taxable income are based on forecast cash

flows from operations and the application of existing tax laws in each jurisdiction, to the extent that future

cash flows and taxable income differ significantly from estimates. The ability of the Group to realise the

net deferred tax assets recorded at the date of the statement of financial position could be impacted.

In addition, future changes in tax laws in the jurisdictions in which the Group operates could limit the

ability of the Group to obtain tax deductions in future periods.

The Group is also subject to taxes under profit sharing contracts which are paid in kind as State share

of profit oil. The value assigned to such taxes is subject to estimation, which may be different to the

Company’s realised oil prices for revenue recognition .

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Impairment indicators

The Group assesses each cash-generating unit annually to determine whether an indication of

impairment exists. When an indication of impairment exists, a formal estimate of the recoverable amount

is made.

The recoverable amounts of cash-generating units and individual assets have been determined based

on the higher of value-in-use calculations and fair values less costs to sell, or if relevant, a combination

of these two models. These calculations require the use of estimates and assumptions. It is reasonably

possible that the oil price assumption may change which may then impact the estimated life of the

field and may then require a material adjustment to the carrying value of tangible assets. The impacts

of energy transition and climate considerations are embedded in the long-term price assumptions.

The Group monitors internal and external indicators of impairment relating to its tangible and intangible

assets.

Asset retirement obligations

Asset retirement costs will be incurred by the Group at the end of the operating life of some of the

Group’s facilities and properties. The Group assesses its retirement obligation at each reporting date.

The ultimate asset retirement costs are uncertain and cost estimates can vary in response to many

factors, including changes to relevant legal requirements, the emergence of new restoration techniques

or experience at other production sites. The expected timing, extent and amount of expenditure can

also change, for example in response to changes in reserves or changes in laws and regulations or their

interpretation. Therefore, significant estimates and assumptions are made in determining the provision

for asset retirement obligation. As a result, there could be significant adjustments to the provisions

established which would affect future financial results. The provision at reporting date represents

management’s best estimate of the present value of the future asset retirement costs required.

Technical risk in development of oil and gas fields

The development of the oil and gas fields, in which the Group has an ownership, is associated with

significant technical risk and uncertainty with regards to timing of additional production from new

development activities. Risks include, but are not limited to, cost overruns, production disruptions as

well as delays compared to initial plans laid out by the operator. Some of the most important risk factors

are related to the determination of reserves, the recoverability of reserves, and the planning of a cost

efficient and suitable production method. There are also technical risks present in the production phase

that may cause cost overruns, failed investment and destruction of wells and reservoirs.

Estimates have been made after taking into account information available to management and factors in

unknown uncertainties as of the date of the balance sheet.

Contingencies

By their nature, contingencies will only be resolved when one or more future events occur or fail to occur.

The assessment of contingencies inherently involves the exercise of significant judgment and estimates

of the outcome of future events.

Note 2.3.2. Judgments

In the process of applying the Group’s accounting policies, the directors have made the following

judgments, apart from those involving estimates, which have the most significant effect on the amounts

recognised in the consolidated financial statements:

Exploration and evaluation expenditures

The application of the Group’s accounting policy for exploration and evaluation expenditure requires

judgement to determine whether future economic benefits are likely, from future either exploitation or

sale, or whether activities have not reached a stage which permits a reasonable assessment of the

existence of reserves. The determination of reserves and resources is itself an estimation process

that requires varying degrees of uncertainty depending on how the resources are classified. These

estimates directly impact when the Group defers exploration and evaluation expenditure. The deferral

policy requires management to make certain estimates and assumptions about future events and

circumstances, in particular, whether an economically viable extraction operation can be established.

Any such estimates and assumptions may change as new information becomes available. If, after

expenditure is capitalised, information becomes available suggesting that the recovery of the

expenditure is unlikely, the relevant capitalised amount is written off in the statement of profit or loss and

other comprehensive income in the period when the new information becomes available .

Note 2.4. Material accounting policy information

Note 2.4.1. Interests in associated companies and joint arrangements

A joint arrangement is an arrangement over which two or more parties have joint control. Joint control

is the contractually agreed sharing of control of an arrangement, which exists only when decisions

about the relevant activities (being those that significantly affect the returns of the arrangement) require

unanimous consent of the parties sharing control.

Associated companies are those entities in which the Group has significant influence but not control

or joint control over the financial and operating policies. Investments in associated companies are

accounted for in the consolidated financial statements using the equity method of accounting. Equity

accounting involves recording investments in associated companies initially at cost and recognising

the Group’s share of its associated companies’ post-acquisition results and its share of post-acquisition

movements in reserves against the carrying amount of the investments. When the Group’s share of

losses in an associated company equals or exceeds its interest in the associated company, including

any other unsecured receivables, the Group does not recognise further losses, unless it has incurred

obligations or made payments on behalf of the associated company.

Joint arrangements, which are arrangements of which the Group has joint control together with one or

more parties, are classified into joint ventures and joint operations. Joint ventures are joint arrangements

in which the parties that share control have rights to the net assets of the arrangement. Joint operations

are joint arrangements in which the parties that share joint control have rights to the assets, and

obligations for the liabilities, relating to the arrangement .

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For joint operations, the Group’s share of all assets, liabilities, income and expenses is included in the

consolidated financial statements. Acquisitions of interests in a joint operation, in which the activity of

the joint operation constitutes a business, are accounted for according to the relevant IFRS 3 principles

of accounting for business combinations.

Joint operations

A joint operation is a type of joint arrangement whereby the parties that have joint control of the

arrangement have rights to the assets and obligations for the liabilities, relating to the arrangement.

In relation to its interests in joint operations, the Group recognises its:

• Assets, including its share of any assets held jointly

• Liabilities, including its share of any liabilities incurred jointly

• Revenue from the sale of its share of the output arising from the joint operation

• Expenses, including its share of any expenses incurred jointly

Reimbursement of costs of the operator of the joint arrangement

When the Group, acting as an operator or manager of a joint arrangement, receives reimbursement of

direct costs recharged to the joint arrangement, such recharges represent reimbursements of costs that

the operator incurred as an agent for the joint arrangement and therefore have no effect on profit or loss .

Note 2.4.2. Foreign Currency translation

Items included in the financial statements of each of the Group’s entities are measured using the

currency of the primary economic environment in which the entity operates (‘the functional currency’).

The functional currency of the Group’s subsidiaries and jointly controlled companies incorporated in

Gabon, Nigeria, Cyprus, Netherlands, Norway, Austria and the Cayman Islands is the US dollar (‘USD’).

In the consolidated financial statements, the assets and liabilities of non-USD functional currency

balances are translated into USD at the rate of exchange ruling at the balance sheet date. The results and

cash flows of non-USD functional currency subsidiaries are translated into USD using applicable average

rates as an approximation for the exchange rates prevailing at the dates of the different transactions.

Foreign exchange adjustments arising when the opening net assets and the profits for the year retained

by non-USD functional currency subsidiaries are translated into USD are taken to a separate component

of equity.

The foreign exchange rates applied were:

		2025		2024
		Reporting date		Reporting date
	Average rate	rate	Average rate	rate
Norwegian Kroner / USD	10.3892	10.0847	10.7582	11.3578
USD / British Pound Sterling	1.3187	1.3451	1.2779	1.2529
USD / Tunisian Dinar	2.9963	2.9163	3.0972	3.0650

Transactions in foreign currencies are initially recorded at the functional currency spot rate ruling at

the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are

retranslated at the functional currency spot rate of exchange ruling at the reporting date. All differences

are taken to the income statement. Non-monetary items that are measured in terms of historical cost in

foreign currency are translated using the spot exchange rates as at the dates of the initial transactions.

Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates

at the date when the fair value was determined .

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Note 2.4.3. Business combinations and goodwill

In order to consider an acquisition as a business combination, the acquired asset or groups of assets

must constitute a business (an integrated set of operations and assets conducted and managed for

the purpose of providing a return to the investors). The combination consists of inputs and processes

applied to these inputs that have the ability to create output. Acquired businesses are included in the

financial statements from the transaction date. The transaction date is defined as the date on which the

Group achieves control over the financial and operating assets. This date may differ from the actual date

on which the assets are transferred. Comparative figures are not adjusted for acquired, sold or liquidated

businesses. On acquisition of a licence that involves the right to explore for and produce petroleum

resources, it is considered in each case whether the acquisition should be treated as a business

combination or an asset purchase. Generally, purchases of licences in a development or production

phase will be regarded as a business combination. Business combinations are accounted for using

the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration

transferred, measured at acquisition date fair value and the amount of any NCI in the acquiree. For each

business combination, the Group elects whether to measure NCI in the acquiree at fair value or at the

proportionate share of the acquiree’s identifiable net assets. Acquisition related costs are expensed as

incurred and included in administrative expenses.

When the Group acquires a business, it assesses the assets and liabilities assumed for appropriate

classification and designation in accordance with the contractual terms, economic circumstances and

pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in

host contracts by the acquiree. Those acquired petroleum reserves and resources that can be reliably

measured are recognised separately in the assessment of fair values on acquisition. Other potential

reserves, resources and rights, for which fair values cannot be reliably measured, are not recognised

separately, but instead are subsumed in goodwill.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the

acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument

and within the scope of IFRS 9 Financial Instruments is measured at fair value, with changes in fair value

recognised either in the statement of profit or loss or as a change to other comprehensive income. If

the contingent consideration is not within the scope of IFRS 9, it is measured in accordance with the

appropriate IFRS Accounting Standards. Contingent consideration that is classified as equity is not re-

measured, and subsequent settlement is accounted for within equity.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred

and the amount recognised for NCI over the fair value of the identifiable net assets acquired and

liabilities assumed. If the fair value of the identifiable net assets acquired is in excess of the aggregate

consideration transferred (bargain purchase), before recognising a gain, the Group reassesses whether

it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the

procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment

still results in an excess of the fair value of net assets acquired over the aggregate consideration

transferred, then the gain is recognised in the statement of profit or loss and other comprehensive

income.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the

purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition

date, allocated to each of the Group’s cash generating units (CGUs) that are expected to benefit from

the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those

units.

Where goodwill forms part of a CGU and part of the operation in that unit is disposed of, the goodwill

associated with the disposed operation is included in the carrying amount of the operation when

determining the gain or loss on disposal. Goodwill disposed of in these circumstances is measured

based on the relative values of the disposed operation and the portion of the CGU retained .

Note 2.4.4. Licence interests, exploration and evaluation assets, and field investments,

and depreciation

The Group applies the ‘successful efforts’ method of accounting for Exploration and Evaluation (‘E&E’)

costs, in accordance with IFRS 6 ‘Exploration for and Evaluation of Mineral Resources’. Costs incurred

before the Group obtains legal rights to explore an area are expensed as incurred . E&E expenditure is

capitalised when it is considered probable that future economic benefits will be recoverable. Costs that

are known at the time of incurrence to fail to meet this criterion are generally charged to expense in the

period they are incurred.

E&E expenditure capitalised as intangible assets includes licence acquisition costs, and exploration

drilling, geological and geophysical costs and any other directly attributable costs.

E&E expenditure, which is not sufficiently related to a specific mineral resource to support capitalisation,

is expensed as incurred.

E&E assets are carried forward, until the existence, or otherwise, of commercial reserves have been

determined subject to certain limitations including review for indications of impairment. If no reserves

are found the costs to drill exploratory wells, including exploratory geological and geophysical costs and

costs of carrying and retaining unproved properties, are written off.

Once commercial reserves have been discovered, the carrying value after any impairment loss of the

relevant E&E assets is transferred to development tangible and intangible assets. No depreciation and/

or amortisation are charged during the exploration and development phase. If however, commercial

reserves have not been discovered, the capitalised costs are charged to expense after the conclusion of

appraisal activities .

Development assets

Expenditure on the construction, installation or completion of infrastructure facilities such as platforms,

pipelines and the drilling of commercially proven development wells, is capitalised within property, plant

and equipment according to nature. When development is completed on a specific field, these costs are

transferred to production assets. No depreciation or amortisation is charged during the Exploration and

Evaluation phase .

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Farm-outs – in the exploration and evaluation phase

The Group does not record any expenditure made by the farmee on its account. It also does not

recognise any gain or loss on its exploration and evaluation farm-out arrangements but redesignates any

costs previously capitalised in relation to the whole interest as relating to the partial interest retained. Any

cash consideration received directly from the farmee is credited against costs previously capitalised in

relation to the whole interest with any excess accounted for by the Group as a gain on disposal.

Development costs

Expenditure on the construction, installation or completion of infrastructure facilities such as platforms,

pipelines and the drilling of development wells, including unsuccessful development or delineation wells,

is capitalised within oil and gas properties.

Oil & gas production assets

Development and production assets are accumulated on a cash-generating unit basis and represent

the cost of developing the commercial reserves discovered and bringing them into production together

with E&E expenditures incurred in finding commercial reserves transferred from intangible E&E assets as

outlined in accounting policy above.

The cost of development and production assets also includes the cost of acquisitions and purchases of

such assets, directly attributable overheads and the cost of recognising provisions for future restoration

and decommissioning.

Where major and identifiable parts of the production assets have different useful lives, they are

accounted for as separate items of property, plant and equipment. Costs of minor repairs and

maintenance are expensed as incurred.

Depreciation/amortisation

Oil and gas properties are not depleted until production commences. Costs relating to each single field

cost centre are depleted on a unit of production method based on the commercial proved and probable

reserves for that cost centre. The depletion calculation takes account of the estimated future costs of

development of management’s assessment of proved and probable reserves, reflecting risks applicable

to the specific assets. Changes in reserve quantities and cost estimates are recognised prospectively

from the last reporting date.

Field infrastructure exceeding beyond the life of the field is depreciated over the useful life of the

infrastructure using a straight- line method.

Depreciation/amortisation on assets held for sale is ceased from the date of such classification .

Impairment – exploration and evaluation assets

E&E assets are assessed for impairment when facts and circumstances suggest that the carrying

amount exceeds the recoverable amount and when they are reclassified to PP&E assets. For the

purpose of impairment testing, E&E assets are grouped by concession or field with other E&E and PP&E

assets belonging to the same CGU. The impairment loss will be calculated as the excess of the carrying

value over recoverable amount of the E&E impairment grouping and any resulting impairment loss is

recognised in profit or loss. The recoverable amount of a CGU is the greater of its value in use and its fair

value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their

present value using a pre-tax discount rate that reflects current market assessments of the time value of

money and the risks specific to the asset. In assessing fair value less costs to sell, the estimated future

cash flows are discounted to their present value using a pre-tax discount rate that reflects current market

assessments of the time value of money and the risk specific to the asset. Fair value less costs to sell is

generally computed by reference to the present value of the future cash flows expected to be derived

from production of proved and probable reserve s .

Impairment – proved oil and gas production properties and intangible assets

Proven oil and gas properties and intangible assets are reviewed annually for impairment whenever

events or changes in circumstances indicate that the carrying amount may not be recoverable. An

impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its

recoverable amount. The carrying value is compared against the expected recoverable amount of

the asset, generally by net present value of the future net cash flows, expected to be derived from

production of commercial reserves or consideration expected to be achieved through the sale of

its interest in an arms-length transaction, less any associated costs to sell. The cash generating unit

applied for impairment test purposes is generally the field, except that a number of field interests may be

grouped together where there are common facilities .

Climate considerations in impairment assessment

Climate change and transition to a lower carbon economy is considered in the impairment assessments.

In the context of assessing the potential impact on the book values related to the Group’s oil and gas

assets, certain climate considerations are factored into the Group’s estimation of cash flows that

are applied in the calculation of recoverable amount. This includes factoring in current legislation in

jurisdictions where the Group has operations and estimation of future levels of environmental taxes,

if any. An energy transition is likely to impact the future oil and gas prices which in turn may affect the

recoverable amount of the oil and gas assets. Indirectly, climate considerations are also assessed in

the forecasting of oil and gas prices where supply and demand are considered. A significant reduction

in the Company’s oil and gas price assumptions would result in impairments on certain production and

development assets including intangible assets that are subject to impairment assessment under IAS

36, but an opposite revision in the price assumptions would lead to limited impairment reversals as most

of the impairments recognized were related to impairment of goodwill which cannot be reversed under

IFRS Accounting Standards .

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In the context of testing robustness of the oil and gas assets against the scenarios from the International

Energy Agency (IEA), the Company has applied the Net Zero Emissions by 2050 Scenario, Stated

Policies Scenario and Current Policies Scenario as published by the IEA as part of the World Energy

Outlook (WEO) reports. These scenarios are commonly applied by peer companies and the Company

believes are useful to investors and other stakeholders in assessing portfolio resilience across

companies in the industry. For more details, see Note 10.3. Impairment in Oil and Gas Interests .

Note 2.4.5. Financial instruments

Note 2.4.5.1. Derivative financial instruments and hedge accounting

The Group enters into derivative financial instruments including zero cost collars and commodity swaps

to manage its exposure to volatility in the commodity prices realised for a proportion of its crude oil

production. All derivative financial instruments are initially recognised at fair value on the date a derivative

contract is entered into and are subsequently re-measured at their fair value at each period end. Apart

from those derivatives designated as qualifying cash flow hedging instruments, all changes in fair

value are recorded as financial income or expense in the year in which they arise, otherwise they are

recognised in other comprehensive income.

For derivatives not designed as qualifying for cash flow hedging, the fair value at balance sheet date is

based on fair value provided by the counterparties with whom the trades have been entered into. The

derivatives are valued using a Black-Scholes based methodology. The inputs to these valuations include

price of oil and its volatility. Fair value is the amount for which a financial asset, liability or instrument could

be exchanged between knowledgeable and willing parties in an arm’s length transaction. It is determined

by reference to quoted market prices adjusted for estimated transaction costs that would be incurred in

an actual transaction, or by the use of established estimation techniques such as option pricing models

and estimated discounted values of cash flows .

Note 2.4.5.2. Financial assets

Financial assets are recognised initially at fair value, normally being the transaction price. In the case of

financial assets not at fair value through profit or loss, directly attributable transaction costs are also

included. The subsequent measurement of financial assets depends on their classification, as set out

below. The group derecognises financial assets when the contractual rights to the cash flows expire

or the financial asset is transferred to a third party. This includes the derecognition of receivables for

which discounting arrangements are entered into. The classification depends on the business model for

managing the financial assets and the contractual cash flow characteristics of the financial asset.

Financial assets measured at amortised cost

Financial assets are classified as measured at amortised cost when they are held in a business model

the objective of which is to collect contractual cash flows and the contractual cash flows represent

solely payments of principal and interest. Such assets are carried at amortised cost using the effective

interest method if the time value of money is significant. Gains and losses are recognised in profit or

loss when the assets are derecognised or impaired and when interest is recognised using the effective

interest method. This category of financial assets includes trade and other receivables.

Financial assets measured at fair value through profit or loss

Financial assets are classified as measured at fair value through profit or loss when the asset does not

meet the criteria to be measured at amortised cost or fair value through other comprehensive income.

Such assets are carried on the balance sheet at fair value with gains or losses recognised in the income

statement. Derivatives and listed equity investments, other than those designated as effective hedging

instruments, are included in this category. Dividends on listed equity investments are recognised as

other income in the statement of profit or loss when the right of payment has been established .

Cash equivalents

Cash equivalents are short-term highly liquid investments that are readily convertible to known amounts

of cash, are subject to insignificant risk of changes in value and generally have a maturity of three months

or less from the date of acquisition. Cash equivalents are classified as financial assets measured at

amortised cost .

Impairment of financial assets measured at amortised cost

The group assesses on a forward-looking basis the expected credit losses associated with financial

assets classified as measured at amortised cost at each balance sheet date. Expected credit losses

are measured based on the maximum contractual period over which the group is exposed to credit risk.

Since this is typically less than 12 months there is no significant difference between the measurement

of 12-month and lifetime expected credit losses for the group’s in-scope financial assets. The

measurement of expected credit losses is a function of the probability of default, loss given default and

exposure at default. The expected credit loss is estimated as the difference between the asset’s carrying

amount and the present value of the future cash flows the group expects to receive discounted at the

financial asset’s original effective interest rate. The carrying amount of the asset is adjusted, with the

amount of the impairment gain or loss recognised in the income statement. A financial asset or group

of financial assets classified as measured at amortised cost is considered to be credit-impaired if there

is reasonable and supportable evidence that one or more events that have a detrimental impact on the

estimated future cash flows of the financial asset (or group of financial assets) have occurred. Financial

assets are written off where the group has no reasonable expectation of recovering amounts due .

Note 2.4.5.3. Financial liabilities

The measurement of financial liabilities depends on their classification as follows:

Financial liabilities measured at fair value through profit or loss

Financial liabilities that meet the definition of held for trading are classified as measured at fair value

through profit or loss. Such liabilities are carried on the balance sheet at fair value with gains or losses

recognised in the income statement. Derivatives, other than those designated as effective hedging

instruments, are included in this category .

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Financial liabilities measured at amortised cost

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction

costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest

method, with interest expense recognised on an effective yield basis. This category of financial liabilities

includes trade and other payables and finance deb t.

Note 2.4.6. Fair value measurement and hierarchy

The Group measures derivatives at fair value at each balance sheet date and, for the purposes of

impairment testing, uses fair value less costs of disposal to determine the recoverable amount of some

of its non-financial assets.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date. The fair value measurement is based

on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would

use when pricing the asset or liability, assuming that market participants act in their economic best

interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to

generate economic benefits by using the asset in its highest and best use or by selling it to another

market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient

data are available to measure fair value, maximising the use of relevant observable inputs and minimising

the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are

categorised within the fair value hierarchy, described as follows, based on the lowest-level input that is

significant to the fair value measurement as a whole:

• Level 1: fair value measurements are those derived from quoted prices (unadjusted) in active markets

for identical assets or liabilities,

• Level 2: fair value measurements are those derived from inputs other than quoted prices included

within Level 1 which are observable for the asset or liability, either directly or indirectly; and

• Level 3: fair value measurements are those derived from valuation techniques which include inputs for

the asset or liability that are not based on observable market data.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the

Group determines whether transfers have occurred between levels in the hierarchy by reassessing

categorisation (based on the lowest-level input that is significant to the fair value measurement as a

whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities

based on the nature, characteristics and risks of the asset or liability and the level of the fair value

hierarchy as explained above .

Note 2.4.7. Provisions

General

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of

a past event, it is probable that an outflow of resources embodying economic benefits will be required

to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where

the Group expects some or all of the provision to be reimbursed, for example under an insurance

contract, the reimbursement is recognised as a separate asset but only when the reimbursement is

virtually certain. The expense relating to any provision is recognised through profit and loss net of any

reimbursement. If the effect of the time value of money is material, provisions are discounted using a

current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting

is used, the increase in the provision due to the passage of time is recognised as interest expense. The

present obligation under onerous contracts is recognised as a provision .

Note 2.4.8. Asset retirement obligation

An asset retirement liability is recognised when the Group has a present legal or constructive obligation

as a result of past events, and it is probable that an outflow of resources will be required to settle the

obligation, and a reliable estimate of the amount of obligation can be made. A corresponding amount

equivalent to the obligation is also recognised as part of the cost of the related production plant and

equipment. The amount recognised in the estimated cost of asset retirement, discounted to its present

value. Changes in the estimated timing of asset retirement or asset retirement cost estimates are dealt

with prospectively by recording an adjustment to the provision, and a corresponding adjustment to

production plant and equipment. The unwinding of the discount on the asset retirement provision is

included as a finance cost .

Note 2.4.9. Income tax

Income tax expense represents the sum of the tax currently payable and movement in deferred tax.

Current tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount

expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to

compute the amount are those that are enacted or substantively enacted by the reporting date, in the

countries where the Group operates and generates taxable income.

Current income tax relating to items recognised directly in equity is recognised in equity and not in the

income statement. Management periodically evaluates positions taken in the tax returns with respect to

situations which applicable tax regulations are subject to interpretation and established provisions where

appropriate .

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Deferred tax

Deferred tax is provided using the liability method on temporary differences at the reporting date

between the tax bases of assets and liabilities and their carrying amounts for financial reporting

purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences, except:

• Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in

a transaction that is not a business combination and, at the time of the transaction, affect neither the

accounting profit nor taxable profit or loss; and

• In respect of taxable temporary differences associated with investments in subsidiaries, associates

and interest in joint ventures, where the timing of the reversal of the temporary differences can be

controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences; carry forward to unused tax

credits and unused tax losses, to the extent that it is probable that future taxable profit will be available

against which the deductible temporary differences and the carry forward of unused tax credits and

unused tax losses can be utilised except:

• Where the deferred income tax asset relating to the deductible temporary difference arises from the

initial recognition of an asset or liability in a transaction that is not a business combination and, at the

time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

• In respect of deductible temporary differences associate with investments in subsidiaries, associate

and interest in joint ventures, deferred income tax assets are recognised only to the extent that it is

probable that the temporary differences will reverse in the foreseeable future and taxable profit will be

available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent

that it is no longer probable that sufficient future taxable profit will be available to allow all or part of the

deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting

date and are recognised to the extent that it has become probable that future taxable profit will allow the

deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year

when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been

enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised directly in equity is recognised in equity and not in the income

statement.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off

current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity

and the same taxation authority.

Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate

recognition at that date, would be recognised subsequently if new information about facts and

circumstances arose. The adjustment would either be treated as a reduction to goodwill (as long as it

does not exceed goodwill) if it occurred during the measurement period or in profit or loss .

Production-sharing arrangements

According to the production-sharing arrangement (PSA) in certain licences, the share of the profit oil to

which the government is entitled in any calendar year in accordance with the PSA is deemed to include

a portion representing the corporate income tax imposed upon and due by the Group. This amount will

be paid directly by the government on behalf of Group to the appropriate tax authorities. This portion of

income tax and revenue are presented separately in income statement.

Sales tax

Revenues, expenses and assets are recognised net of the amount of sales tax except:

Sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as

applicable if the sales tax incurred on a purchase of assets or services is not recoverable from taxation

authorities.

Receivables and payables that are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, taxation authorities is included as part of

receivables or payables in the statement of financial position .

Note 2.4.10. Revenue recognition

Revenue from petroleum products

Revenue from the sale of crude oil is recognised when a customer obtains control (“sales” or “lifting”

method), normally this is when title passes at point of delivery. Revenues from production of oil

properties are recognised based on actual volumes lifted and sold to customers during the period.

Where the Group has lifted and sold more than the ownership interest, an accrual is recognised for

the cost of the overlift. Where the Group has lifted and sold less than the ownership interest, costs are

deferred for the underlift. Overlift and underlift on the Consolidated statement of financial position date

are valued at production costs. Lifting imbalances are a part of the operating cycle and as such classified

as other current liabilities/assets. Under a production sharing contract, where the group is required

to pay profit oil tax on production of crude oil, such payment can either be settled (i) in kind (where

the government lift the crude it is entitled to); or (ii) in cash (where the Group sells the crude and pays

the taxes in cash). The group presents a gross-up of the profit oil tax as an income tax expense with a

corresponding increase in oil and gas revenues.

Interest income and financial instruments measured at amortised cost

Interest income is recognised on an accruals basis. For all financial instruments measured at amortised

cost and interest-bearing financial assets measured at fair value through profit and loss, interest income

or expense is recorded using the effective interest rate (EIR), which is the rate that exactly discounts the

estimated future cash payments or receipts through the expected life of the financial instrument or a

shorter period, where appropriate, to the net carrying amount of the financial asset or liability. Interest

revenue is included in finance income in income statement .

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Note 2.4.11. Inventories

Inventories, consisting of crude oil, and drilling and maintenance materials, are stated at the lower of

cost and net realisable value. Costs comprise costs of purchase, costs of conversion and other costs

incurred in bringing the inventories to their present location and condition. Weighted average cost is

used to determine the cost of ordinarily inter-changeable items.

Note 2.4.12. Share-based payment transactions

Employees (including senior executives) of the Group may receive remuneration in the form of

share-based payment transactions, whereby employees render services as consideration for equity

instruments (equity-settled transactions).

Equity-settled transactions

The cost of equity-settled transactions is recognised, together with a corresponding increase in

additional paid in capital reserve in equity, over the period in which the performance and/or service

conditions are fulfilled. The cumulative expense recognised for equity-settled transactions at each

reporting date until the vesting date reflects the extent to which the vesting period has expired and

the Group’s best estimate of the number of equity instruments that will ultimately vest. The income

statement expense or credit for a period represents the movement in cumulative expense recognised as

at the beginning and end of that period and is recognised in share-based payments expense.

No expense is recognised for awards that do not ultimately vest, except for equity-settled transactions

for which vesting are conditional upon a market or non-vesting condition. These are treated as vesting

irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other

performance and/or service conditions are satisfied.

When the terms of an equity-settled transaction award are modified, the minimum expense recognised

is the expense as if the terms had not been modified, if the original terms of the award are met. An

additional expense is recognised for any modification that increases the total fair value of the share-

based payment transaction or is otherwise beneficial to the employee as measured at the date of

modification.

When an equity-settled award is cancelled, it is treated as if it vested on the date of cancellation, and any

expense not yet recognised for the award is recognised immediately. This includes any award where non-

vesting conditions within the control of either the entity or the employee are not met. However, if a new

award is substituted for the cancelled award and designated as a replacement award on the date that it is

granted, the cancelled and new awards are treated as if they were a modification of the original award, as

described in the previous paragraph.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of

diluted earnings per share.

Note 2.4.13. Impairment of non-oil and gas interests

Non-financial assets

Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events

or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is

assessed for impairment on an annual basis. An impairment loss is recognised for the amount by which

the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of

an asset’s fair value less costs to sell and value in use. In assessing value in use, the estimated future

cash flows are discounted to their present value using a pre-tax discount rate that reflects current

market assessments of the time value of money and the risks specific to the asset. For the purposes of

assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable

cash inflows (cash-generating units). Non-financial assets that were previously impaired are reviewed for

possible reversal of the impairment at each reporting date.

An assessment is made at each reporting date to determine whether there is an indication that

previously recognised impairment losses may no longer exist or may have decreased. If such indication

exists, the asset’s recoverable amount is estimated. A previously recognised impairment loss is reversed

only if there has been a change in the assumptions used to determine the asset’s recoverable amount

since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is

increased to its recoverable amount. That increased amount cannot exceed the carrying amount that

would have been determined, net of depreciation, had no impairment loss been recognised for the

asset in prior years. Such a reversal is recognised in the income statement. After such a reversal the

depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any

residual value, on a systematic basis over its remaining useful life.

Financial assets

Assets carried at amortised cost

If there is objective evidence that an impairment loss on assets carried at amortised cost has been

incurred, the amount of the loss is measured as the difference between the assets’ carrying amount and

the present value of estimated future cash flows (excluding future expected credit losses that have not

been incurred) discounted at the financial asset’s original effective interest rate (i.e. the effective interest

rate computed at initial recognition). The carrying amount of the asset is reduced through use of an

allowance account. The amount of the loss shall be recognised in the income statement.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be

related objectively to an event occurring after the impairment was recognised, the previously recognised

impairment loss is reversed, to the extent that the carrying value of the asset does not exceed its

amortised cost at the reversal date, any subsequent reversal of an impairment loss is recognised in the

income statement .

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Note 2.4.14. Current versus non-current classification

The Group presents assets and liabilities in the statement of financial position based on current/non-

current classification. An asset is current when it is either:

• Expected to be realised or intended to be sold or consumed in the normal operating cycle

• Held primarily for the purpose of trading

• Expected to be realised within 12 months after the reporting period

• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least

12 months after the reporting period

All other assets are classified as non-current.

A liability is current when either:

• It is expected to be settled in the normal operating cycle

• It is held primarily for the purpose of trading

• It is due to be settled within 12 months after the reporting period

• There is no unconditional right to defer the settlement of the liability for at least 12 months after the

reporting period

The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as

non-current assets and liabilities.

Note 2.5. New and amended standards and interpretations

No standard amendments or interpretations of standards effective as of 1 January 2025 and adopted by

Panoro, were material to the Group’s Consolidated financial statements upon adoption.

Note 2.6. Standards issued but not yet effective

In April 2024, the IASB issued IFRS 18, which will replace IAS 1 effective from 1 January 2027. The new

standard introduces several key requirements:

• Entities must classify all income and expenses into five categories in the Consolidated Statement of

Income: operating, investing, financing, income taxes, and discontinued operations.

• A newly-defined operating profit subtotal must be presented.

• Management-defined performance measures (MPMs) are to be disclosed in a single note to the

financial statements.

• Enhanced guidance for aggregating and disaggregating information in financial statements.

• Additionally, entities are required to use the operating profit subtotal as the starting point for the

Consolidated Statement of Cash Flows when presenting cash flows provided by operating activities

under the indirect method.

IFRS 18 applies retrospectively and allows for earlier application if disclosed. The Group is continuing

to evaluate the impact of IFRS 18 on its financial statements, including potential changes to the

classification of income and expenses, presentation subtotals, and related note disclosures. The Group

does not currently expect IFRS 18 to have a material impact on total comprehensive income or equity

but anticipates presentation and disclosure changes will be significant.

Note 3: Operating segments

The Group operated predominantly in four business segments being the exploration and production of

oil and gas in Equatorial Guinea, Gabon, Tunisia and South Africa.

The Group’s reportable segments, for both management and financial reporting purposes, are as follows:

• The Equatorial Guinea segment holds:

- Block G, consisting of the Ceiba Field and Okume Complex in which the Group owns a 14.25% working

interest.

- Exploration blocks EG-01 and EG-23 in which the Group owns working interests of 56% and 80%

respectively.

• The Gabon segment holds the Dussafu licence representing the Group’s 17.4997% working interest

in the Dussafu Marin exploration licence in Gabon, and the 25% working interest in the Niosi and

Guduma licences

• The Tunisia segment holds the TPS Assets: ETAP, 51% and Panoro TPS (UK) Production Limited, 49%.

• The South Africa segment holds 100% interest in Exploration Right 376, South African Karoo region.

• The Corporate and others category consists of head office and service company operations that are

not directly attributable to the other segments. Further, it also includes the residual corporate business

in Brazil which is expected to be dormant in the foreseeable future.

Management monitors the operating results of business segments separately for the purpose of making

decisions about resources to be allocated and of assessing performance. Segment performance is

evaluated based on capital and general expenditure .

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Details of Group segments are reported below:

2025
USD 000	Equatorial Guinea	Gabon	Tunisia	South Africa	Corporate	Total
Revenue (net) *	48,812	136,613	31,374	-	-	216,799
EBITDA **	13,539	80,173	12,640	(37)	(10,149)	96,166
Depreciation	(12,315)	(28,238)	(7,467)	-	(317)	(48,337)
Impairment (charge)/reversal	-	-	(319)	-	-	(319)
Exploration costs written off	(15,807)	-	-	-	-	(15,807)
Segment assets	281,731	289,563	90,857	159	11,897	674,207
Additions to licences, production, E&E and development assets ***	10,387	27,519	137	-	-	38,043
2024
USD 000	Equatorial Guinea	Gabon	Tunisia	South Africa	Corporate	Total
Revenue (net) *	101,424	149,926	33,708	-	-	285,058
EBITDA **	48,497	94,386	17,316	(173)	(7,839)	152,187
Depreciation	(21,776)	(25,246)	(7,097)	-	(210)	(54,329)
Impairment (charge)/reversal	-	-	-	-	-	-
Segment assets	298,163	277,129	94,331	153	45,780	715,556
Additions to licences, production, E&E and development assets ***	62,280	44,637	(3,941)	-	-	102,976

* Revenue excludes any intercompany revenue.

** Lower EBITDA in Equatorial Guinea and Gabon is a result of lower average realised oil prices combined with a smaller number of barrels lifted in Equatorial Guinea for 2025 compared to 2024.

*** Excludes effect on production assets and equipment of the reassessment of decommissioning liabilities of USD 13.6 million (2024: USD 10.6 million), refer to Note 14: Asset Retirement Obligation.

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Revenue from major sources from continuing operations:

USD 000	2025	2024
Oil revenue (net)	199,356	267,886
Other revenue	17,443	17,172
Total revenue	216,799	285,058

There are no differences in the nature of measurement methods used on segment level compared

with the consolidated financial statements. The oil revenue from continuing operations relates to sale

of hydrocarbons from three assets, Block G in Equatorial Guinea, Dussafu in Gabon and TPS in Tunisia.

The Group has local obligations in Tunisia and 20% of produced volumes are sold to the Tunisian State

Oil Company, Entreprise Tunisienne D’ Activites Petrolieres (ETAP) in order to fulfil the Group’s domestic

market obligations. All sales from the Group’s production arose from three key customers.

Other revenue consists of estimated State profit oil of USD 17.4 million (2024: USD 17.2 million) with

a corresponding amount as income tax (see Note 2.4.9. Income tax) and the trading loss of domestic

market obligation transactions of USD 0.4 million (2024: profit of USD 0.1 million) consisting of cost of

crude oil bought in at a cost of USD 10.6 million offset by the sale of this oil for USD 10.2 million. State

profit oil and domestic market obligations are conditions specified under the terms of the Dussafu PSC.

As summary of the licence interests are as follows:

Licence area	Panoro’s interest	Country	Expiry of current phase
Block G	14.25%	Equatorial Guinea	December 2040
Dussafu Marin permit (i)	17.4997%	Gabon	September 2028
Block EG-01	56% (Operator)	Equatorial Guinea	February 2027
Exploration Right 12/3/376	100% (Operator)	South Africa	June 2023
(iii)
Block EG-23	80% (Operator)	Equatorial Guinea	March 2028
Niosi Marin permit	25.0%	Gabon	July 2030
Guduma Marin permit	25.0%	Gabon	July 2028
TPS Assets:
Cercina (ii)	49.0%	Tunisia	February 2024
Cercina South	49.0%	Tunisia	November 2034
Gremda / El Ain	49.0%	Tunisia	December 2034
Guebiba	49.0%	Tunisia	June 2033
Rhemoura (ii)	49.0%	Tunisia	January 2023

(i) The Ruche area Exclusive Exploitation Authorisation (“EEA”) under the Dussafu Marin PSC has been

effective from commencement of production in Septmber 2018 for a period of 10 years. In April

2026, the EEA has been renewed, at the contractor’s request, for a period of 10 years, starting in

September 2028. Subsequent to this, if commercial exploitation is still possible from the Ruche area,

the EEA may be renewed for three further periods of five year terms each, until 2053.

(ii) In process of being renewed.

(iii) Awaiting approval of three-year exploration work programme application .

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Note 4: Operating Result

Operating profit is stated after charging:

USD 000	Note	2025	2024
Employee benefits expense		7,513	6,382
Depreciation	9, 10	48,337	54,329
Impairment and asset write-off/(reversal)	9.1	16,126	-
Acquisition and project related costs (i)		245	223

(i) Acquisition and project related costs relate to business development activitie s.

Note 4.1. Exploration related costs

Capitalised exploration costs of USD 15.8 million was written off in 2025 following the expiration of the

production sharing contract (‘PSC’) of Block S, offshore Equatorial Guinea on 31 December 2025. The

Company farmed-in to the Kosmos Energy operated block in 2024 with a 12% non-operated interest.

Costs incurred on this interest were capitalised as exploration assets up to expiry of the PSC.

Exploration costs of USD 0.5 million relating to the expiry of SOEP was written off in 2024.

Note 4.2. Employee benefit expenses

General and administrative expenses include wages, employer’s contribution and other compensation

as detailed below :

USD 000	2025	2024
Salaries	5,827	5,191
Employers’ contribution	942	640
Pension costs	504	335
Other compensation	240	216
Total	7,513	6,382

The number of employees in the Group as at year end is detailed below:

	2025	2024
Number of employees	34	29

The number of employees does not include temporary contract staff and personnel employed by joint

ventures where the group is participating as non-operated partner .

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Note 4.3. Board of Directors statement on remuneration of executives

Statement for the current year (2025)

In accordance with the Norwegian Public Limited Liability Companies Act §6-16a, the Board of Directors must prepare a statement on remuneration of executives. These statements can be referred to on page 134

of this report.

Note 4.4. Management remuneration

Executive management consists of the Chief Executive Officer (CEO), the Chief Financial Officer (CFO) and the Chief Operating Officer (COO) as described below. Executive management remuneration is summarised

below:

2025			Short term benefits
						Number of RSUs	Fair value of RSUs
USD 000 (unless stated otherwise)	Salary	Bonus	Benefits	Pension costs	Total	awarded in 2025	expensed
John Hamilton, CEO	657	486	11	13	1,167	242,337	590
Qazi Qadeer, CFO	436	272	7	13	728	121,830	293
Eric D’Argentré, COO	161	-	2	16	179	153,093	87
Total	1,254	758	20	42	2,074	517,260	970
2024			Short term benefits
						Number of RSUs	Fair value of RSUs
USD 000 (unless stated otherwise)	Salary	Bonus	Benefits	Pension costs	Total	awarded in 2024	expensed
John Hamilton, CEO	603	198	10	13	824	189,615	563
Qazi Qadeer, CFO	393	130	5	13	541	93,509	273
Total	996	328	15	26	1,365	283,124	836

(i) Under the terms of employment, the CEO, CFO and COO are all required to give at least six month’s written notice prior to leaving Panoro.

(ii) Per the respective terms of employment, the CEO is entitled to 12 months of base salary in the event of a change of control; whereby a tender offer is made or consummated for the ownership of more than 50%, or

more of the outstanding voting securities of the Company; or the Company is merged or consolidated with another corporation and as a result of such merger or consolidation less than 50.1% of the outstanding

voting securities of the surviving entity or resulting corporation are owned in the aggregate by the persons, by the entities or persons who were shareholders of the Company immediately prior to such merger or

consolidation; or the Company sells substantially all of its assets to another corporation that is not a wholly owned subsidiary. The CFO and COO are entitled to 6 months of base salary in the event of a change of

control.

(iii) In June 2025, 924,672 Restricted Share Units were awarded under and in accordance with the Company’s shareholder approved RSU scheme to the employees of the Company. One Restricted Share Unit (“RSU”)

entitles the holder to receive one share of capital stock of the Company against payment in cash of the par value for the share. The par value is currently NOK 0.05 per share. Vesting of the RSUs is time based, where

1/3 of the RSUs vest after one year, 1/3 vest after 2 years, and the final 1/3 vest after 3 years from grant. The Board of Directors, at its discretion can grant a non-standard vesting period which was the case in some

prior year awards. RSUs vest automatically at the respective vesting dates and the holder will be issued the applicable number of shares as soon as possible thereafter.

(iv) All salaries, bonuses and benefit payments have been expensed as incurred. The 2024 bonus included a one-off discretionary cash award to key management by the Board of Directors in recognition of the

contribution to various processes during 2024 that included multiple financings, project delivery and a successful Bond issue.

(v) All bonuses were approved by the Board of Directors.

(vi) Under a temporary arrangement, to provide continuity and coverage of CEO leave of absence, the Chairman of the Board has assumed executive responsibilities effective October 2025 for which the Board approved

a consultancy arrangement on arms length basis whereby the Executive Chairman has been paid USD 155 thousand compensation for services provided in the 2025 financial year.

Refer to Note 17: Share based payments for further information on the Restricted Share Units scheme .

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Note 4.5. Board of Directors remuneration

The remuneration of the members of the Board is determined on a yearly basis by the Company at its

Annual General Meeting. The directors may also be reimbursed for, inter alia, travelling, hotel and other

expenses incurred by them in attending meetings of the directors or in connection with the business of

Panoro Energy ASA. A director who has been given a special assignment, besides his/her normal duties

as a director of the Board, in relation to the business of Panoro Energy ASA may be paid such extra

remuneration as the directors may determine.

Remuneration to members of the Board of Directors is summarised below:

2025	Short term benefits
		Number of share	Fair value of
	Directors	options awarded in	share options
USD 000 (unless stated otherwise)	remuneration	2025	expensed
Julien Balkany (Chairman of the Board of Directors)	106	-	-
Torstein Sanness (Deputy Chairman	76	-	-
of the Board of Directors)
Alexandra Herger	66	-	-
Gunnvor Ellingsen	69	-	3
Christophe Salmon (appointed	42	24,000	3
21/05/2025)
Garrett Soden (resigned	27	-	-
21/05/2025)
Former directors *	-	-	2
Total	386	24,000	8

2024	Short term benefits
		Number of share	Fair value of
	Directors	options awarded in	share options
USD 000 (unless stated otherwise)	remuneration	2024	expensed
Julien Balkany (Chairman of the Board of Directors)	106	-	2
Torstein Sanness (Deputy Chairman	76	-	1
of the Board of Directors)
Alexandra Herger	66	-	1
Gunnvor Ellingsen	69	-	8
Garrett Soden	69	-	1
Former directors *	-	-	7
Total	386	-	20

* Fair value of share options expensed during the year relate to former directors Grace Skaugen (2024:

Grace Skaugen and Hilde Ådland).

The Chairman of the Board of Directors’ annual remuneration is USD 88,000 and the annual

remuneration for the Deputy Chairman of the Board is USD 55,000. The remaining Directors’ annual

remuneration is USD 48,000. Members of the Audit Committee, the Remuneration Committee and the

Sustainability Committee each receive USD 6,000 annually per committee, whereas the Chairman of

each committee receives USD 9,000 annually. No loans have been given to, or guarantees given on the

behalf of, any members of the Management Group, the Board or other elected corporate bodies .

Note 4.6. Pension plan

The Company is required to have an occupational pension scheme in accordance with the Norwegian

law on required occupational pension (“Lov om obligatorisk tjenestepensjon”). The Company contributes

to an external defined contribution scheme and therefore no pension liability is recognised in the

statement of financial position. As of 31 December 2025, the Company had no employees at parent

company level and this pension plan is no longer in operation (31 December 2024: Nil).

In the UK, the Company’s subsidiary that employs staff, contributes a fixed amount per Company policy

in an external defined contribution scheme. As such, no pension liability is recognised in the statement

of financial position in relation to the Company’s London based employees. No occupational pension

scheme is mandated in Tunisia. Companies are required to pay a fixed percentage of gross salary of each

employee as “social security” to the government authorities, in addition to a fixed deduction from gross

monthly salary as employee contribution. As such, no pension liability is recognised in the statement of

financial position for these deductions. For contributions made to the external defined scheme 2025 and

2024, refer to Note 4.2. Employee benefit expenses.

Note 4.7. Auditors’ remuneration

Fees, excluding VAT, to the auditors are included in general and administrative expense and are shown

below:

USD 000	2025	2024
Ernst & Young
Statutory Audit	330	291
Total Audit Services	330	291
Non-audit Services	-	-
Total	330	291

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Note 5: Finance, interest and other income and expense

USD 000	Note	2025	2024
Realised (gain)/loss on commodity hedges	18	343	315
Interest income from placements and deposits		(567)	(143)
Interest expense - Loans and borrowings		20,041	16,630
Unrealised gain/loss on listed equity investments	11	(6)	-
Unrealised gain/loss on other investments	11	-	6
Other financial costs: Bank charges, ARO unwinding		5,919	4,201
Total - Net (income) / expense		25,730	21,009

Note 5.1. Loans and borrowings

Note 5.1.1. Senior Secured Bond

Current and non-current portion of the outstanding balance of the Senior Secured Bond as of the date of

the statement of financial position is as follows:

USD 000			31 December 2025			31 December 2024
		Non-			Non-
	Current	current	Total	Current	current	Total
Senior Secured Bond
Principal outstanding	25,000	125,000	150,000	-	150,000	150,000
Accumulated interest	854	-	854	854	-	854
accrued
Unamortised	(1,386)	(2,121)	(3,507)	(1,407)	(3,512)	(4,919)
borrowing costs	24,468	122,879	147,347	(553)	146,488	145,935

On 27 November 2024, the Company issued a 5-year Senior Secured Bond of USD 150 million at

99.2% of nominal value with a coupon rate of 10.25%. Proceeds of the bond issue were received on 19

December 2024 and used in part to fully repay the principal and accrued interest amount outstanding

under the Senior Secured Borrowing Base facility. The Bond is repayable in three annual instalments of

USD 25 million starting on 11 December 2026 with the final balance of USD 75 million to be settled on

11 December 2029. Interest is payable twice a year on 11 June and 11 December.

Key financial covenants are required to be tested each quarter. These covenants, applicable at levels of

the borrower group as defined in the loan documentation, include the following:

(i) Leverage ratio (being total net debt to adjusted EBITDA as per defined bond terms) less than 2:1; and

(ii) Liquidity of higher of USD 15 million or 10% of Total Debt.

The Company was not in breach of any financial covenants as at 31 December 2025. Unamortised

borrowing costs include structuring fees and directly attributable third-party costs. These costs are

expensed using an effective interest rate of 11.61% per annum over the remaining term of the facility.

Note 5.1.2. Senior Secured Borrowing Base facility

This facility with Trafigura was cancelled in December 2024 and repaid in full using a portion of the issue

proceeds of the issue of the Senior Secured Bond in Note 5.1.1. Senior Secured Bond above.

The Group has an advance facility of USD 25 million with Trafigura. At 31 December 2025 USD 25 million

was owing under this facility (31 December 2024: nil). The advance is short term and settled from the

upcoming crude liftings proceeds.

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Note 5.2. Changes in liabilities with cash flow movements from Financing Activities

The changes in liabilities whose cash flow movements are disclosed as part of financing activities in the

cash flow statement are as follows:

USD 000	2025	2024
At 1 January	146,052	69,819
Cash flows:
Drawdown of Secured Loans, net of fees	-	180,000
Repayment of Secured Loans	-	(100,627)
Realised gain/(loss) on commodity hedges	-	(315)
Borrowing costs, including arrangement fees	(15,376)	(14,963)
Lease liability payments	-	(240)
Non-cash changes:
Unwinding of unamortised borrowing cost and finance charges	1,516	1,628
Interest accrued	15,376	10,435
Movement in unrealised hedges	-	315
Initial lease recognition and reassessment under IFRS 16	1,156	-
Foreign exchange movements	(166)	-
At 31 December	148,558	146,052

Note 6: Licence and contingent obligations

Licence obligations and contingent obligations were acquired by the Group as part of the acquisition of

the Tunisian operations from DNO ASA in July 2018 and consist of provisions for deferred consideration

and licence obligations as follows:

USD 000			31 December 2025			31 December 2024
		Non-			Non-
	Current	current	Total	Current	current	Total
Deferred consideration	-	-	-	-	30	30
Licence obligations	5,444	-	5,444	5,444	-	5,444
	5,444	-	5,444	5,444	30	5,474

Deferred consideration represents the fair value of potential future payments to DNO ASA which may

become payable once oil is produced from the Sfax Offshore Exploration Permit. This estimate has been

determined using probabilistic outcome of the potential recoverable volumes. The total liability, in any

event, is capped at USD 13.2 million.

Licence obligations represent liability recognised in connection with minimum work programmes on the

Hammamet permit of USD 1.9 million and Salloum Offshore Exploration Permit of USD 3.5 million.

The change in the licence obligations is the result of the expiry of the Sfax Offshore Exploration Permit at

the end of 2024 with near-term licence obligations falling due within one year. Deferred consideration is

no longer application following the relinquishment decision of Sfax Offshore Exploration Permit and has

therefore been de-recognised .

Note 7: Income tax

Income tax

The major components of income tax in the consolidated statement of comprehensive income related

to continuing and discontinued operations were:

USD 000	2025	2024
Income Taxes
Current income tax (i)	6,450	13,527
PSC based Profit Oil allocation – current (ii)	17,841	17,057
PSC based income tax - current (iii)	750	750
Deferred tax expense / (benefit) (iv)	(8,250)	(10,644)
Tax adjustments relating to prior years income	167	(3,140)
Tax charge / (benefit) for the period	16,958	17,550

(i) Current income tax primarily comprises of tax on income from Tunisian operation.

(ii) Under the terms of the Dussafu PSC, the estimated value of the State profit oil is reflected in other

revenue, with a corresponding amount as income tax. See Note 3: Operating segments.

(iii) PSC based income tax represents tax on income from Block G. See Note 3: Operating segments.

(iv) Deferred tax liability recognised has arisen on temporary differences between tax base and

accounting base of the production assets in Equatorial Guinea, Gabon and Tunisia and have been

calculated using the effective tax rate applicable to the concessions.

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A reconciliation of the income tax expense applicable to the accounting profit before tax at the statutory

income tax rate to the expense at the Group’s effective income tax rate is as follows:

	2025	2024
Profit / (loss) before taxation	3,862	78,228
Tax calculated at Norwegian tax rate of 22%	806	17,169
Adjustments for local tax rates:
Equatorial Guinea	(642)	2,503
Gabon	5,275	7,362
Tunisia	1,491	4,190
Other	162	(37)
Tax calculated at domestic tax rates applicable to profits in the respective countries	7,092	31,187
Tax effect of expenses not deductible	(1,820)	(13,946)
Deferred tax arising on taxable temporary differences	(2,448)	-
Deferred tax adjustment relating to change in tax rates	(8,614)	(16,704)
PSC based Profit Oil allocation	17,841	17,057
PSC based income tax	750	750
Tax effect of prior years’ losses utilised in the period	(1,601)	-
Tax effect of losses not utilised in the period	5,591	2,346
Prior year adjustments	167	(3,140)
Tax charge / (benefit)	16,958	17,550

Tax Liabilities

Tax liabilities payable of USD 4.6 million as of 31 December 2025 comprised of taxes payable in

Tunisia of USD 4.5 million and USD 0.1 million in the United Kingdom related to corporate activities (31

December 2024: USD 24.5 million comprised of taxes payable in Equatorial Guinea of USD 18.4 million,

Tunisia of USD 5.9 million and United Kingdom USD 0.2 million). Advantage was taken in Tunisia of

incentives with a tax value of USD 15.9 million that require investment in government approved projects

within four years. To date, USD 0.4 million of these incentives have been invested via CAPSA Capital

Partners in FCPR SWING 3CAPSA, an approved Venture Capital Trust investing in eligible activities.

Management is considering suitable investment options or reimbursement of the remaining USD 15.4

million within the required deadlines.

Deferred tax

Deferred tax benefit of USD 8.2 million recognised during the year comprises USD 2.5 million benefit

in Equatorial Guinea, USD 3.3 million benefit in Tunisia and USD 2.4 million in Gabon arising on taxable

temporary differences between accounting and tax bases of property, plant and equipment. The

deferred tax liability of USD 54 million as of 31 December 2025 is classified as non-current based on

the current expectation of timing of such taxes. These are ring fenced against taxable income from the

respective concessions in Equatorial Guinea, Gabon and Tunisia.

There are no recognised deferred tax assets in the Group financial statements as of 31 December 2025

(31 December 2024: Nil).

Deferred tax assets are recognised for tax losses carry-forwards to the extent that the realisation of

the related tax benefits through future taxable profits is probable. The Group did not recognise deferred

income tax assets of USD 14.6 million (2024: USD 10.1 million) in respect of losses that can be carried

forward against future taxable income.

The Group has provisional accumulated tax losses as of year-end that may be available to offset against

future taxable income; all losses are available indefinitely and have been included in the table below.

Tax losses

USD 000	2025	2024
Panoro Energy ASA	29,401	12,722
Panoro Energy 2B Limited	626	450
Panoro Gabon Exploration Limited	-	37
Sfax Petroleum Corporation	35,918	32,373
Panoro Equatorial Guinea Limited	25,089	20,639
Total	91,034	66,221

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Note 8: Basic and diluted earnings per share

Basic earnings or loss per ordinary share amounts are calculated using net profit or loss for the period

attributable to ordinary equity holders of the parent divided by the weighted average number of ordinary

shares outstanding during the period. The weighted average number of ordinary shares exclude Treasury

shares under the average market price method of calculating basic earnings per share.

Diluted earnings per share amounts are calculated using the net profit attributable to ordinary equity

holders of the Company divided by the weighted average number of ordinary shares outstanding during

the period plus the weighted average number of ordinary shares that would be issued on the conversion

of dilutive potential ordinary shares into ordinary shares. For years showing net losses, no dilutive effect

is presented and the basic and diluted earnings per share for 2025 is therefore the same, disregarding

dilution effect of 1,616 thousand shares made up of 1,409 thousand shares related to RSUs and 207

thousand shares related to Board members’ share options. The 2024 dilution effect included 1,379

thousand shares made up of 1,259 thousand shares related to RSUs and 120 thousand shares related to

Board members’ share options.

Amounts in USD 000, unless otherwise stated	2025	2024
Net profit/(loss) attributable to equity holders	(13,096)	60,678
Weighted average number of shares outstanding - in thousands	113,494	115,813
Diluted weighted average number of shares outstanding - in thousands	113,494	117,192
Basic earnings/(loss) per share (USD)	(0.12)	0.52
Diluted earnings/(loss) per share (USD)	(0.12)	0.52

Note 9: Licences, Exploration and Evaluation Assets and Goodwill

Note 9.1. Licences, Exploration and Evaluation Assets

2025
	Licences and
USD 000	exploration assets
Historical cost
At 1 January 2025	19,862
Additions	13,342
Transfer to Production Assets	-
Transfer to Development Assets	-
Write offs	(15,807)
At 31 December 2025	17,397
Net carrying value at 31 December 2025	17,397
2024	Licences and
USD 000	exploration assets
Historical cost
At 1 January 2024	10,311
Additions	9,551
At 31 December 2024	19,862
Net carrying value at 31 December 2024	19,862
Capitalised exploration costs of USD 15.8 million was written off in 2025 following the expiration of the production sharing contract (‘PSC’) of Block S, offshore Equatorial Guinea on 31 December 2025. The Company farmed-in to the Kosmos Energy operated block in 2024 with a 12% non-operated interest.
Costs incurred on this interest were capitalised as exploration assets up to expiry of the PSC.

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Note 9.2. Production rights

USD 000	2025	2024
Acquisition cost
At 1 January	162,272	181,559
Depreciation charge for the year	(14,040)	(19,296)
Other additions	-	9
At 31 December	148,232	162,272

Note 9.3. Goodwill

USD 000	2025	2024
Acquisition cost
At 1 January	52,124	52,124
At 31 December	52,124	52,124

During 2023, 40% of the shares of Sfax Petroleum Corporation AS was acquired from Beender

Petroleum Tunisia Limited when assets and liabilities were taken on at fair value and Goodwill of USD 4.4

million was recognised. The remaining goodwill of USD 47.8 million was a result of the acquisition of the

interest in Block G, Equatorial Guinea during 2021.

Annual impairment assessments were carried out in December 2025 at which time the total carrying

value of Block G and the Sfax Petroleum sub-group was USD 172.9 million and USD 42 million

respectively. The net recoverable value was determined on a Value in Use (‘VIU’) basis using a

discounted cash flow model, which exceeded the carrying value. Based on a VIU analysis, performed

using the profiles from third party reserves report, using the discount rate of 10% and oil price

assumptions using a price deck of USD 67/bbl in 2026, increasing to USD 73/bbl in 2030 and USD 93/

bbl in 2038. The resultant recoverable amounts exceed the current carrying value of the assets on the

Group’s balance sheet. This discount rate was derived from the Group’s estimate of discount rates that

might be applied by active market participants and adjusted, where applicable, to take into account any

risks specific to the asset and the region where the asset is located.

In determining VIU it is necessary to make a series of assumptions to estimate future cash flows

including volumes, price assumption and cost estimates. Economically recoverable reserves and

resources are based on NSAI and project plans based on Operator sourced information, supported

by the evaluation work undertaken by appropriately qualified persons within the Joint Venture. The

impairment test is most sensitive to the following assumptions: discount rates, oil and gas prices, reserve

estimates and project risk. As of the date of the financial statements there is no expectation of possible

changes in any of the above key assumptions that would cause the carrying value of the Block G or TPS

assets to materially exceed its recoverable amount .

Note 10: Development Assets, Production Assets, Property, Furniture,

Fixtures and Equipment

Note 10.1. Development Assets

USD 000	2025	2024
Historical cost
At 1 January	85,975	83,090
Additions	12,829	7,141
Transfer to Production Assets	-	(4,256)
At 31 December	98,804	85,975
Net carrying value at 31 December 2025	98,804	85,975

Note 10.2. Production Assets and Equipment

USD 000	2025	2024
Historical cost
At 1 January	335,151	234,002
Additions	11,878	86,284
Adjustments to asset retirement estimates	(13,564)	10,609
Transfer from Development Assets	-	4,256
At 31 December	333,465	335,151
Accumulated depreciation
At 1 January	93,736	58,935
Depreciation charge for the year	33,922	34,801
At 31 December	127,658	93,736
Net carrying value at 31 December	205,807	241,415

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Note 10.3. Impairment in Oil and Gas Interests

Block G, Equatorial Guinea

The Group has a 14.25% working interest in Block G, Equatorial Guinea.

An assessment was performed using an oil price assumption price deck of USD 67/bbl in 2026,

increasing each year with prices of USD 73/bbl in 2030 and USD 95/bbl in 2039. No indication of

impairment was identified and no impairment was therefore recognised during the year 2025.

Dussafu, Gabon

The Group has a 17.4997% interest in the Dussafu Permit, offshore Gabon.

An assessment was performed using an oil price assumption price deck of USD 67/bbl in 2026,

increasing each year with prices of USD 73/bbl in 2030 and USD 95/bbl in 2039. No indication of

impairment was identified and no impairment was therefore recognised during the year 2025.

TPS Assets, Tunisia

The Group has a 49% interest in the TPS Assets, comprising of Cercina, Cercina Sud, Rhemoura, El Ain/

Gremda and El Hajeb/Guebiba concessions.

The Group assesses each cash-generating unit annually to determine whether an indication of

impairment exists.

An assessment was performed using an oil price assumption price deck of USD 67/bbl in 2026,

increasing each year with prices of USD 73/bbl in 2030 and USD 95/bbl in 2039. No indication of

impairment was identified and no impairment was therefore recognised during the year 2025.

Sensitivities to change in assumptions

In general, adverse changes in key assumptions could result in recognition of impairment charges.

Since there are no charges during the year, the sensitivities have not been presented in these financial

statements. The Group will continue to test its assets for impairment where indications are identified and

may in future recognise impairment charges or reversals.

There were no net impairment (reversal)/expense for continuing operations.

Climate considerations in impairment assessment

Panoro incorporates certain climate considerations into its estimation of cash flows that are applied in

the calculation of recoverable amount. This includes factoring in current legislation (e.g., environmental

taxes/fees) and estimations of future environmental tax levels. While the Group’s participation in the

current licences and concessions in various jurisdictions are not currently subject to specific carbon

pricing, evolving regulatory frameworks may introduce such measures in the future.

The International Energy Agency World Energy Outlook 2025 highlights the continued need to balance

energy security, affordability and sustainability, with strong momentum in renewable energy deployment

and electrification. At the same time, global energy demand continues to grow, particularly in emerging

economies, where fossil fuels remain an important part of the energy mix. The Group’s strategy seeks to

balance environmental sustainability, energy security, and economic objectives by investing in efficient

producing assets across North, West, and South Africa while collaborating with partners to support the

transition toward a lower-carbon energy system.

The company has run sensitivities for its West and North African oil assets in order to test the resilience

of the Company’s business, using three scenarios examining future energy trends published by the

International Energy Agency (IEA) in its World Energy Outlook 2025 publication.

The scenarios with their key features are as follows:

Net Zero Emissions (NZE) by 2050

Reaching net zero emissions by 2050 requires a fundamental transformation of the global energy

system. Greenhouse gas emissions must fall significantly by 2030, necessitating a rapid decline in oil

and gas consumption, supported by large-scale expansion of renewable energy, major improvements in

energy efficiency, and the deployment of technologies such as carbon capture, utilisation and storage

(CCUS).

Cutting methane emissions from fossil fuel operations is also a critical priority. The NZE pathway

assumes no further development of oil and gas fields beyond those already sanctioned, underlining the

urgency of redirecting investment towards low-carbon energy solutions.

Oil demand declines sharply to around 70 to 75 million barrels per day (mb/d) by 2030, driven primarily

by the electrification of road transport, alongside efficiency gains and the uptake of low-emissions fuels.

By 2050, demand falls further to around 2025 mb/d, with remaining use largely concentrated in non-

combustion applications such as petrochemicals. As demand declines, oil prices fall significantly from

USD 52 per barrel in 2030 to USD 26 per barrel in 2050 .

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Stated Policies Scenario (STEPS)

The STEPS scenario outlines a future based on policies and measures that are already enacted or firmly

under way, as well as announced policy intentions.

In this case, global oil demand peaks around 2030 at just over 100 mb/d before gradually declining.

Reductions in oil use are driven primarily by the electrification of road transport and improvements in

energy efficiency. However, these declines are partially offset by continued growth in demand from

aviation and petrochemical production, particularly in emerging and developing economies.

In advanced economies, the long-term decline in oil demand accelerates as electric vehicles gain market

share and energy efficiency improves. Oil prices remain relatively stable over the long term, reflecting a

balance between moderating demand and continued supply investment, with prices of USD 77 in 2030

and USD 78 in 2050.

Current Policies Scenario (CPS)

The Current Policies Scenario reflects only energy and climate policies that have already been

implemented by governments. It therefore provides a conservative outlook in which the pace of the

energy transition is slower and fossil fuel demand remains comparatively strong.

Under this scenario, global oil demand continues to grow modestly through the 2030s before stabilising,

reflecting continued demand in sectors such as aviation, petrochemicals and heavy transport. Oil prices

remain relatively robust as demand persists and investment in new supply remains necessary to offset

natural field decline with prices of USD 81 in 2030 and USD 109 in 2050.

This scenario provides an indication of the potential outlook if policy ambition does not increase

materially beyond existing legislation.

Key findings

Sensitivity analysis conducted show that the Company’s portfolio remains resilient under each of the

above-mentioned scenarios. Even under the most demanding NZE scenario, all segments remain

economic, even though NPVs are negatively impacted and would result in an illustrative impairment of

USD 214 million.

A summary of the impact of the different future oil price scenarios on NPV and reserves are as follows:

	Net Zero Emissions	Stated Policies	Current Policies
	(NZE)	(STEPS)	Scenario (CPS)
NPV10	49%	(6%)	(19%)
Reserves	24%	2%	0%

These illustrative impairment sensitivities assume no changes to assumptions other than oil and gas

prices. However, a significant reduction in oil and gas prices would likely impact the Group’s investment

levels. The illustrative sensitivities on climate change are not considered to represent a best estimate of

an expected impairment impact.

Moreover, a significant and prolonged reduction in oil and gas prices would likely result in mitigating

actions by the Group and its licence partners; for example, it could impact drilling plans and production

profiles for new and existing assets. Quantifying such impacts is considered impracticable, as it requires

detailed evaluations based on hypothetical scenarios rather than existing business or development

plans.

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Note 10.4. Property, Furniture, Fixtures and Equipment

2025
		Furniture, fixtures and		Right of use asset -
USD 000	Leasehold	fittings	Computer equipment	London office	Total
Historical cost
At 1 January 2025	226	959	229	1,323	2,737
Additions	558	92	86	1,190	1,926
At 31 December 2025	784	1,051	315	2,513	4,663
Accumulated depreciation
At 1 January 2025	166	948	173	1,242	2,529
Depreciation charge for the year	82	17	43	227	369
At 31 December 2025	248	965	216	1,469	2,898
Net carrying value at 31 December 2025	536	86	99	1,044	1,765
2024
Historical cost
At 1 January 2024	178	958	175	1,323	2,634
Additions	48	1	54	-	103
At 31 December 2024	226	959	229	1,323	2,737
Accumulated depreciation
At 1 January 2024	156	930	168	1,043	2,297
Depreciation charge for the year	10	18	5	199	232
At 31 December 2024	166	948	173	1,242	2,529
Net carrying value at 31 December 2024	60	11	56	81	208

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Depreciation method and rates

Category	Straight-line depreciation	Useful life
Leasehold	Remaining period of lease	Remaining period of lease
Furniture, fixtures and fittings	10 - 33.33%	3 - 10 years
Computer equipment	20 - 33.33%	3 - 5 years
Right of use asset - London office	Period of lease	Period of lease

Note 11: Investment in Venture Capital Funds

An investment was made in FCPR SWING 3 Venture Capital Trust (the “VCT”) via CAPSA Capital Partners

as part of a Tunisian incentive plan that provides tax relief in exchange for investment in government

approved projects within four years. The VCT invests in eligible activities under the incentive plan.

Note 12: Trade and Other Receivables

USD 000	2025	2024
Trade receivables	18,068	37,175
Other receivables and prepayments	3,238	1,411
Crude oil under lift	11,680	-
At 31 December	32,986	38,586

Accounts receivables are non-interest bearing and generally on 30 to 120 days payment terms.

At 31 December 2025 and 2024, the allowance for impairment of receivables was USD Nil.

Risk information for the receivable balances is disclosed in Note 19: Financial risk management.

Other receivables and prepayments consist of USD 3.1 million of prepayments at 31 December 2025

(31 December 2024: USD 1.3 million) and USD 0.1 million tenancy deposit for the UK office premises in

both years.

Crude oil under liftof USD 11.7 million at 31 December 2025 relates to Block G, Equatorial Guinea.

Note 13: Cash and Bank Balances

USD 000	2025	2024
Cash and cash equivalents	77,025	72,868
At 31 December	77,025	72,868

The majority of Panoro’s cash balance was denominated in USD and was held in different jurisdictions

including Norway, UK, Gabon, Tunisia and Mauritius.

Overdraft facilities

The Group had no bank overdraft facilities as at 31 December 2025 (31 December 2024: Nil).

Note 14: Asset Retirement Obligation

In accordance with the agreements and legislation, the wellheads, production assets, pipelines and

other installations may have to be dismantled and removed from oil and natural gas fields when the

production ceases. The following table presents amounts of the estimated obligations associated with

the retirement of oil and natural gas properties:

USD 000	Equatorial Guinea	Gabon	Tunisia	Total
At 1 January 2025	107,941	9,132	26,580	143,653
Unwinding of discount	4,901	462	453	5,816
Change in licence term	(4,509)	607	-	(3,902)
Change in cost estimate	(10,490)	-	828	(9,662)
Balance at 31 December 2025	97,843	10,201	27,861	135,905
At 1 January 2024	92,063	9,290	27,758	129,111
Unwinding of discount	4,660	451	(1,178)	3,933
Change in licence term	(3,199)	(1,097)	-	(4,296)
Additions	-	488	-	488
Change in cost estimate	14,417	-	-	14,417
Balance at 31 December 2024	107,941	9,132	26,580	143,653

All amounts are classified as non-current. The exact timing of the obligations is uncertain and depends

on the rate the reserves of the field are depleted. However, based on the existing production profile of

the assets, the following assumptions have been applied in order to calculate the liability:

It is expected that expenditure on retirement is likely to be after more than five years. The current bases

for the provision at 31 December 2025 are a discount rate of 4.75% and an inflation rate of 2% (31

December 2024: 4.75% and 2% respectively).

Discount rate sensitivity has been calculated by assuming a reasonably possible change of 1.2

percentage points. An increase in the discount rate of 1.2 percent would reduce the ARO liability by USD

20.4 million and a corresponding reduction would increase the liability by USD 24.4 million .

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Note 15: Equity

Share capital

Amounts in USD 000 unless otherwise stated	Number of shares	Nominal Share Capital
As at 1 January 2025	116,944,048	738
Cancellation of treasury shares	(3,500,000)	(22)
As at 31 December 2025	113,444,048	716

Panoro Energy was formed through the merger of Norse Energy’s former Brazilian business and

Pan-Petroleum on 29 June 2010. The Company is incorporated in Norway and the share capital is

denominated in NOK. The share capital given above is translated to USD at the foreign exchange rate in

effect at the time of each share issue. All shares are fully paid-up and carry equal voting rights.

As of 31 December 2025, the Company had a registered share capital of NOK 5,672,202 divided into

113,444,048 shares, each with a nominal value of NOK 0.05 (31 December 2024: NOK 5,847,202 divided

into 116,944,048 shares, each with a nominal value of NOK 0.05).

The Company’s twenty largest shareholders and the shares owned by the CEO, Board Members

and key management are referenced in the Parent Company Accounts below, please refer to Note 8:

Shareholders’ equity and shareholder information.

Reserves

Share premium

Share premium reserve of USD 372.3 million (31 December 2024: USD 415.7 million) represents excess

of subscription value of the shares over the nominal amount.

Treasury shares

Treasury shares are presented as a deduction from equity represent the cost of the buy-back of the

Company’s own shares under a share buy-back programmes. The Board of the Company approved a

share buy-back programme on 22 May 2024 whereby the Company’s shares are to be bought on the

open market up to a maximum cost of NOK 100 million with the maximum number of shares bought

back limited to 11.7 million shares. The purpose of the buy-back programme is to reduce the number of

common shares of the Company outstanding and to provide a return to Company shareholders.

The company bought back 3,500,000 ordinary shares of its own equity during the period between 27

May 2024 and 21 May 2025, representing 2.993 per cent of the total number of shares outstanding. The

shares were acquired from the market at an average price of NOK 28.4808 per share with a total cost

of NOK 99,883,232, which includes NOK 20,442 of transaction fees. The company used its retained

earnings to fund the share buyback and the bought back shares are held as treasury shares. These

treasury shares were cancelled on 30 May 2025 following Annual General Meeting on 21 May 2025 and

share capital was reduced by the par value of the shares cancelled, share premium was reduced by the

excess of the original cost of the shares over the par value with the remaining difference with the amount

paid for the share buy-back shown as a deduction against retained earnings.

The cancellation of treasury shares did not have any effect on the company’s equity or earnings per

share during the year, but reduced the company’s equity by USD 4.3 million and increased its earnings

per share by 1% during 2024 when the shares were bought back.

A new share buy-back programme was approved by the Board of the Company on 2 June 2025 that

allows the Company to repurchase up to NOK 100 million of its outstanding ordinary shares to be bought

on the open market by 30 June 2026 up to a maximum cost of NOK 100 million with the maximum

number of shares bought back limited to 11.7 million shares. The purpose of the buy-back programme

is to reduce the number of common shares of the Company outstanding and to provide a return to

Company shareholders.

The company bought back 1,619,250 ordinary shares of its own equity during the period between

2 June 2025 and 31 December 2025, representing 1.4275 per cent of the total number of shares

outstanding. The shares were acquired from the market at an average price of NOK 22.8707 per share

with a total cost of NOK 37,107,373, which includes NOK 74,066 of transaction fees. The company used

its retained earnings to fund the share buyback and the bought back shares are held as treasury shares

and are presented as a separate equity item deduction from equity. The share buyback reduced the

company’s equity by USD 3.5 million.

Other reserves

Other reserves of negative USD 43.4 million in 2025 and 2024 represent an item arising on accounting

for the historical merger with Company’s subsidiary Panoro Energy do Brasil Ltda.

Additional paid-in capital

Additional paid-in capital of USD 122.3 million (31 December 2024: USD 122.1 million) represent

reserves created under the continuity principle on demerger. Share-based payments credit is also

recorded under this reserve and so is the credit from reduction of share capital by reducing the par value

of shares.

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Note 16: Accounts payable, accruals and other liabilities

USD 000	2025	2024
Accounts payable and accrued liabilities	36,733	28,583
Other current liabilities	16,947	5,083
Oil revenue advances	25,000	-
Other non-current liabilities	25,207	25,939
At 31 December	103,887	59,605

Other non-current liabilities at 31 December 2025 include USD 1.2 million contingent consideration (31

December 2024: USD 1.1 million) in connection with the acquisition of 100% of the shares of Panoro

Equatorial Guinea Limited from Tullow Overseas Holdings B.V. (the “EG Transaction”) in 2021, USD 4.2

million retirement obligation provision (31 December 2024: USD 3.5 million), USD 1.1 million non-current

portion of finance lease liability related to the London office (31 December 2024 USD Nil) and USD 18.7

million carried at amortised cost related to a sale and leaseback agreement for the Dussafu MaBoMo

production facility (31 December 2024: USD 21.3 million).

During 2024, BW Energy, the operator of the Dussafu Marin Permit, following regulatory approvals,

executed a sale and lease back agreement with Minsheng Financial Leasing Co (“MSFL”) for the BW

MaBoMo production facility under a ten-year lease term with an option to repurchase the unit from

the end of year seven. Gross sales proceeds of USD 150 million was realised to the joint venture and

Panoro received net sales proceeds of USD 25.9 million. The transfer of an asset does not satisfy the

requirements of IFRS 15 to be accounted for as a sale of the asset and continues to recognise the

transferred asset and a financial liability equal to the amortised transfer proceeds of USD 25.9 million as

a financial liability under IFRS 9. Under the PSC, the proceeds have been considered as an accelerated

cost recovery .

Note 17: Share based payments

Restricted Share Unit (“RSU”) scheme

At the Annual General Meeting held on 23 May 2024, the existing RSU scheme (as originally presented

and approved in the 27 May 2015 Annual General Meeting), was approved for another three years up

to the general meeting to be held in the year 2027. Under this approved employee incentive scheme,

the Company may issue RSUs to executive and key employees. Awards under the RSU scheme will

normally be considered one time per year and grant of share-based incentives will, in value (calculated

at the time of grant), be capped levels defined in the plan. One RSU will entitle the holder to receive one

share of capital stock of the Company against payment in cash of the par value for the share. Grant of

RSUs will be subject to a set of performance metrics with threshold and factors reviewed annually by

the Board of Directors. Such metrics will be set as objectives based on sustained performance results

including mostly share price increases and achievement of specific financial performance measures

related to a group of oil and gas exploration and production peers that has been defined and adopted by

a committee established by the Board.

The movement of RSUs during the year are tabled below:

All amounts in Number of units, unless stated otherwise	2025	2024
Outstanding RSUs as of 1 January	1,277,003	1,203,377
Add: Grants during the year	924,672	640,032
Less: Vested during the year
- Settled in cash to cover taxes / settlement through purchase of shares from the market	(271,790)	(566,406)
- Settled through transfer of treasury shares purchased	(309,870)	-
under buy-back programme
Less: Terminated without vesting	(40,359)	-
Outstanding RSUs as of 31 December	1,579,656	1,277,003

The cash settlement of RSUs is the Board of Directors’ unilateral decision and such settlement is only to

cover employee withholding taxes originating from vesting of RSUs. The Company, at its discretion, may

also elect to settle the RSUs in cash or by delivering equity shares purchased from the market. RSUs

vested on 13 June 2025 when the share price of the Company was NOK 26.12 per share.

During 2025, 924,672 Restricted Share Units (RSU) were awarded under the Company’s RSU scheme to

key employees of the Company under the long-term incentive plan approved by the shareholders. One

RSU entitles the holder to receive one share of capital stock of the Company against payment in cash

of the par value of the share. The par value is currently NOK 0.05 per share. Vesting of the RSUs is time

based. The standard vesting period is 3 years, where 1/3 of the RSUs vest after one year, 1/3 vest after 2

years and the final 1/3 vest after 3 years from grant. The Board of Directors, at its discretion can grant a

non-standard vesting period.

RSUs vest automatically at the respective vesting dates, provided the unit holder continues to be an

employee throughout the vesting period. The holder will be issued the applicable number of shares as

soon as possible thereafter.

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The Company calculates the value of share-based compensation using a Black-Scholes option pricing

model to estimate the fair value of the RSUs at the date of grant. The estimated fair value of RSUs is

amortised and expensed over the respective vesting period. USD 2 million (2024: USD 1.7 million)

has been charged to the statement of comprehensive income for the proportion of vesting during

the respective years and the same amount credited to additional paid-in capital. Upon vesting, the

settlement value is reversed from the additional paid-in capital. USD 1.7 million relating to the 2025

vesting was reversed during the year (2024: USD 1.7 million).

The assumptions made for the valuation of the RSUs granted during the year is as follows:

Key assumptions	2025	2024
Weighted average risk-free interest rate	3.90%	3.90%
Dividend yield	11.00%	5.30%
Weighted average expected life of RSUs (vesting in Tranches)	1-3 years	1-3 years
Volatility range based on Company’s historical share performance	35%	40%
Weighted average remaining contractual life of RSUs at year end	1.2 Years	1.1 Years
Share price at grant date – per share	NOK 25.80	NOK 32.20

The weighted average fair value of RSUs granted during the period was NOK 20.51 per unit (2024: NOK

32.15 per unit) based on 924,672 units granted (2024: 640,032 units granted).

The following table illustrates the maturity profile and Weighted Average Exercise Price (“WAEP”) of the

RSUs outstanding as of 31 December and vesting:

	2025	2024	WAEP	2025	2024
	Number of Units		NOK/share	Exercise value in NOK
Within 1 year	756,247	598,679	0.05	37,812	29,934
Between 1 and 2 years	515,187	465,042	0.05	25,759	23,252
Between 2 and 3 years	308,222	213,282	0.05	15,411	10,664
Total	1,579,656	1,277,003		78,982	63,850

As of the year ended 2025 the unvested RSUs were outstanding for 25 employees including key

management personnel (2024: 22 employees).

The distribution of outstanding RSUs as of 31 December 2024 amongst the employees is as follows:

				Fair value
		Exercise price		expensed
	No of Units	NOK/share	Exercise period	USD 000
John Hamilton, CEO	433,886	0.05	June 2026 to June 2028	590
Qazi Qadeer, CFO	216,292	0.05	June 2026 to June 2028	293
Eric d’Argentré	153,093	0.05	June 2026 to June 2028	64
Other Employees	776,385	0.05	June 2026 to June 2028	1,021
Total	1,579,656			1,968

Under the RSU scheme in an event where there is a change of control, all outstanding RSUs will vest

immediately, and the Company will cash settle by compensating the difference between the fair market

value of the RSUs and the exercise value.

A change of control is defined in the RSU scheme terms and means (i) a change of control in the

ownership of the Company which gives a person (individual or corporate) the right and the obligation

to make a mandatory offer for all the shares in the Company pursuant to the Norwegian Securities

Trading Act of 2007, (ii) if (i) is not applicable; a change of control in the ownership of the Company which

gives a person (individual or corporate) ownership to or control over more than 50% of the votes in the

Company, (iii) a merger in which the Company is not the surviving entity or (iv) a sale of all or substantially

all of the Company’s assets to another corporation, partnership or other entity that is not a wholly

owned Subsidiary of the Company. In the case of (i) and (ii) above, the change of control Is deemed to

occur at the time when the relevant ownership or control occurs and in the case of (iii) and (iv) above at

completion of the merger or the sale.

Share Options to Board of Directors

Pursuant to the recommendation of the Nominations Committee and the resolutions passed in the

Annual General Meeting (“2021 AGM”) of the Company, held on 27 May 2021, a share option plan to

award share options to the Company’s existing members of the Board of Directors, were approved and

implemented (“Board Options”). One Board Option entitles the holder to receive one share of capital

stock of the Company against payment in cash of the Exercise Price of the option which has been set

at NOK 17.34 each for 2021 awards, NOK 31.91 for the 2022 award, NOK 27.40 for the 2023 award and

NOK 23.68 for the 2025 award, in line with the mechanism prescribed in the 2021 AGM. Vesting of the

Board Options is time based and the vesting period specific to these grants is between 27 May 2021 to

20 May 2030, where 1/3 of the Board Options vest each year, starting one year after award on the date of

the Company’s AGM which is generally held in the last week of May each year .

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The movement of Board Options during the year are tabled below:

All amounts in Number of units, unless stated otherwise	2025	2024
Outstanding options as of 1 January	192,000	192,000
Add: Grants during the year	24,000	-
Outstanding options as of 31 December	216,000	192,000

The outstanding options as of 31 December 2025 included 184,000 options that had already vested but

not exercised (2024: 168 ,000). Subsequent to year-end, the following Board options granted in 2021

were exercised and cash settled on 23 March 2026: Julien Balkany 48,000; Torstein Sanness 24,000;

and Alexandra Herger 24,000.

The Company calculates the value of share-based compensation using a Black-Scholes option pricing

model to estimate the fair value of the Board Options at the date of grant. The estimated fair value of

RSUs is amortised to expense over the respective vesting period of USD 0.1 million has been charged

to the statement of comprehensive income for the proportion of vesting during the respective years and

the same amount credited to additional paid-in capital. Upon vesting, the settlement value is reversed

from the additional paid-in capital.

The assumptions made for the valuation of the Board Options granted during the year is as follows:

Key assumptions	2025	2024
Weighted average risk-free interest rate	3.90%	n/a
Dividend yield	11.00%	n/a
Weighted average expected life of RSUs (vesting in Tranches)	1-3 years	n/a
Volatility range based on Company’s historical share performance	35%	n/a
Weighted average remaining contractual life of RSUs at year end	1.2 Years	n/a
Share price at grant date – per share	NOK 24.45	n/a

24,000 Board Options were granted during the year at a weighted average fair value of NOK 2.92 per unit

(2024: No Board Options granted).

The following table illustrates the maturity profile and Weighted Average Exercise Price (“WAEP”) of the

Board Options outstanding as of 31 December and vesting:

	2025	2024	WAEP	2025	2024
	Number of Units		NOK/share	Exercise value in NOK
Fully vested and excercisable	184,000	168,000	20.12	3,701,200	3,227,280
Within 1 year	16,000	16,000	25.54	408,640	474,560
Between 1 and 2 years	8,000	8,000	23.68	189,440	219,200
Between 2 and 3 years	8,000	-	23.68	189,440	-
Total	216,000	192,000		4,488,720	3,921,040

As of the year ended 2025 the unvested Board Options were outstanding for 8 current and former

members of the Board of Directors (2024: 7 members of the Board of Directors) which includes three

former directors who are allowed to retain their Board Options in accordance with shareholder approvals

received in the 2023 Annual General Meeting.

The distribution of outstanding Board Options as of 31 December 2024 amongst the members of the

Board of Directors is as follows:

					2025	2024
		No of Units			Fair value	Fair value
Current	No of Units -	- vested and	Exercise price	Exercise	expensed	expensed
directors	unvested	unexercised	NOK/share	period	USD 000	USD 000
Julien	-	48,000	17.34	Up to May	-	2
Balkany				2027
Torstein	-	24,000	17.34	Up to May	-	1
Sanness				2027
Alexandra	-	24,000	17.34	Up to May	-	1
Herger				2027
Gunnvor	8,000	16,000	27.40	Up to May	3	8
Ellingsen				2028
Christophe	24,000	-	23.68	Up to May	3	-
Salmon				2030
Total	32,000	112,000			6	12

					2025	2024
		No of Units			Fair value	Fair value
Former	No of Units -	- vested and	Exercise price	Exercise	expensed	expensed
directors	unvested	unexercised	NOK/share	period	USD 000	USD 000
Grace	-	24,000	31.91	Up to May	2	7
Skaugen				2027
Hilde Adland	-	24,000	17.34	Up to May	-	-
				2027
Garrett	-	24,000	17.34	Up to May	-	1
Soden				2027
Total	-	72,000			2	8

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Note 18: Financial instruments

Fair values of financial assets and liabilities

The Group considers the carrying value of all its financial assets and liabilities to be materially the same

as their fair value. The Group has no material financial assets that are past due. No material financial

assets are impaired at the balance sheet date. All financial assets and liabilities with the exception of

derivatives are measured at amortised cost.

Fair value of derivative instruments

All derivatives are recognised at fair value on the balance sheet with valuation changes recognised

immediately in the income statement, unless the derivatives have been designated as a cash flow hedge.

Fair value is the amount for which the asset or liability could be exchanged in an arm’s length transaction

at the relevant date. Where available, fair values are determined using quoted prices in active markets. To

the extent that market prices are not available, fair values are estimated by reference to market-based

transactions or using standard valuation techniques for the applicable instruments and commodities

involved.

The Group strategically hedges a portion of its 2P oil reserves to protect against a fall in oil prices

and protect its ability to service its debt obligations and to fund operations including planned capital

expenditure. The hedge instruments used include “zero cost collars” (where Panoro is guaranteed to

receive no less than the buy/put price, but no more than the sell/call price for the hedged number of

bbls) and “commodity swap” (where Panoro is guaranteed the contract price) contracts to protect the

downside in ‘Dated Brent’ oil price.

These hedge contracts are initially recognised at Nil fair value and then revalued at each balance

sheet date, with changes in fair value recognised as finance income or expense in the Statement of

Comprehensive Income. The hedging programme continues to be closely monitored and adjusted

according to the Group’s risk management policies and cashflow requirements. The Group continues

to monitor and optimise its hedging programme on an on-going basis. There were no outstanding

commodity hedge contracts as at the respective balance sheet dates presented.

The fair values of the commodity price contracts are provided by the counterparty with whom the trades

have been entered into. These consist of put and call options to sell/buy crude oil. The options are valued

using a Black-Scholes based methodology. The inputs to these valuations include the price of oil, its

volatility.

The following provides an analysis of the Group’s financial instruments measured at fair value, grouped

into Levels 1 to 3 based on the degree to which the fair value is observable:

• Level 1: fair value measurements are those derived from quoted prices (unadjusted) in active markets

for identical assets or liabilities,

• Level 2: fair value measurements are those derived from inputs other than quoted prices included

within Level 1 which are observable for the asset or liability, either directly or indirectly; and

• Level 3: fair value measurements are those derived from valuation techniques which include inputs for

the asset or liability that are not based on observable market data.

All the Group’s derivatives are Level 2 (2024: Level 2). There were no transfers between fair value

levels during the year. For financial instruments which are recognised on a recurring basis, the Group

determines whether transfers have occurred between levels by re-assessing categorisation (based on

the lowest-level input which is significant to the fair value measurement as a whole) at the end of each

reporting period .

Note 19: Financial risk management

Financial risk management objectives

The Group’s principal financial liabilities comprise of loans and borrowings and trade and other financial

liabilities. The main purpose of these financial instruments is to finance the Group’s operations, including

the Group’s capital expenditure programme. The Group has various financial assets such as accounts

receivable and cash.

The Group manages its exposure to key financial risks in accordance with its financial risk management

policy. The objective of the policy is to support the Group’s financial targets while protecting future

financial security. The Group is exposed to the following risks:

• Market risk, including commodity price, foreign currency exchange and interest rate risks

• Credit risk

• Liquidity risk

Management reviews and agrees policies for managing each of these risks which are summarised below.

The Group’s policy is that all transactions involving derivatives must be directly related to the underlying

business of the Group and does not use derivative financial instruments for speculative purposes.

Market risk

Market risk is the risk or uncertainty arising from possible market price movements or prevailing market

conditions and their impact on the future performance of a business or the ability to complete deals

entered into. The primary commodity price risks that the Group is exposed to include oil prices that

could adversely affect the value of the group’s financial assets, liabilities or expected future cash flows.

In accordance with the Group’s financial risk management framework, the Group enters into various

transactions using derivatives for risk management purposes. The major components of market risk are

commodity price risk, foreign currency exchange risk and interest rate risk, each of which is discussed

below .

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Foreign currency exchange risk

The Company operates internationally and is exposed to risk arising from various currency exposures,

primarily with respect to the Norwegian Kroner (NOK), the Tunisian Dinar (TND), the Pound Sterling (GBP)

and the Central African Franc (CFA).

The Group has transactional currency exposures. Such exposure arises from sales or purchases in

currencies other than the respective functional currency.

The Group reports its consolidated results in USD, any change in exchange rates between its operating

subsidiaries’ functional currencies and the USD affects its consolidated income statement and balance

sheet when the results of those operating subsidiaries are translated into USD for reporting purposes.

Group companies are required to manage their foreign exchange risk against their functional currency.

The Group evaluates on a continuous basis to use cross currency swaps if deemed appropriate

by management in order to hedge the forward foreign currency risk. The group used no currency

derivatives/swaps during 2025 or 2024.

A 20% strengthening or weakening of the USD against the following currencies at the balance sheet

dates presented would have increased / (decreased) equity and profit or loss by the amounts shown

below.

The Group’s assessment of what a reasonable potential change in foreign currencies that it is currently

exposed to have been changed as a result of the changes observed in the world financial markets. This

hypothetical analysis assumes that all other variables, including interest rates and commodity prices,

remain constant.

USD 000		2025		2024
USD vs NOK	20%	−20%	20%	−20%
Cash	(6,858)	10,288	10	(16)
Receivables	2	(4)	-	-
Payables	(61)	91	(115)	172
Net effect	(6,917)	10,375	(105)	156
USD vs TND	20%	−20%	20%	−20%
Cash	454	(680)	543	(814)
Receivables	452	(679)	190	(285)
Payables	(3,883)	5,825	(3,338)	5,007
Net effect	(2,977)	4,466	(2,605)	3,908
USD vs EUR	20%	−20%	20%	−20%
Cash	(206)	309	3	(5)
Receivables	5	(7)	-	-
Payables	(51)	77	(45)	67
Net effect	(252)	379	(42)	62
USD vs GBP	20%	−20%	20%	−20%
Cash	(4,340)	6,510	19	(29)
Receivables	57	(85)	73	(109)
Payables	(422)	633	(252)	378
Net effect	(4,705)	7,058	(160)	240
USD vs CFA	20%	−20%	20%	−20%
Cash	1,109	(1,664)	310	(465)
Receivables	1,058	(1,587)	1,652	(2,478)
Payables	1	(1)	(1,207)	1,811
Net effect	2,168	(3,252)	755	(1,132)

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Interest rate risk

The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s loans

and borrowings and cash balances.

The following table demonstrates the sensitivity of finance revenue and finance costs to a reasonably

possible change in interest rates, with all other variables held constant, of the Group’s profit before tax

through the impact on fixed rate short-term deposits and applicable floating rate bank loans.

USD 000		2025		2024
	+100bps	-100bps	+100bps	-100bps
Loans and borrowings (Secured loans)	(1,500)	1,500	(1,500)	1,500
Cash equivalents	136	(136)	16	(16)
Net effect	(1,364)	1,364	(1,484)	1,484

Credit risk

The Group is exposed to credit risk that arises from cash and cash equivalents, derivative financial

instruments and deposits with banks and financial institutions, as well as credit exposures to customers,

including outstanding receivables and committed transactions.

For banks and financial institutions, only independently rated parties with a minimum rating of “A” are

accepted. Any change of financial institutions (except minor issues) are approved by the Group CFO. The

Company may engage with counterparties of a lower rating, for commercial reason, or by taking lower

exposures in such counterparties to mitigate the risks following necessary approvals.

If the Group’s customers are independently rated, these ratings are used. Otherwise, if there is no

independent rating, risk control in the operating units assesses the credit quality of the customer, taking

into account its financial position, past experience and other factors. The utilisation of credit limits is

regularly monitored and kept within approved budgets .

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its obligations as they fall due. Prudent

liquidity risk management includes maintaining sufficient cash and marketable securities, the availability

of funding from an adequate amount of committed credit facilities and the ability to close out market

positions.

The table below summarises the maturity profile of the Group’s financial liabilities at 31 December based

on contractual undiscounted payments.

2025
		Less than 1	Between 2
USD 000	On demand	year	to 5 years	Over 5 years	Total
Loans and borrowings	-	25,854	125,000	-	150,854
(Secured loans)
Accounts payable and accrued liabilities	-	36,733	-	-	36,733
Non-current liabilities	-	-	12,341	12,866	25,207
Corporation tax liabilities	-	4,568	-	-	4,568
Total	-	67,155	137,341	12,866	217,362

2024
		Less than 1	Between 2
USD 000	On demand	year	to 5 years	Over 5 years	Total
Loans and borrowings	-	854	150,000	-	150,854
(Secured loans)
Accounts payable and accrued liabilities	-	28,583	-	-	28,583
Non-current liabilities	-	-	11,207	14,732	25,939
Corporation tax liabilities	-	24,537	-	-	24,537
Total	-	53,974	161,207	14,732	229,913

Management considers that the Group has adequate current assets and forecast cash from operations

to manage liquidity risks arising from current and non-current liabilities.

As of 31 December 2025, the Group’s total debt was USD 147.3 million and oil revenue advances was

USD 25 million. The Group closed the year with a cash position of USD 77 million.

Although the Company is well funded to undertake upcoming work programmes, there is a risk that

additional funding may be required to conclude such activities .

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Capital Management

The Group manages its capital structure to ensure that it remains sufficiently funded to support its

business strategy and maximise shareholder value and the permitted shareholder distribution capacity

is 50 per cent of free cash flow to equity. The Board will assess distributions over the course of 2026

on a quarterly basis with due consideration for the Company’s capital allocation options due to the

announced acquisition of the additional interest in Block G, as well taking into account various factors,

including realised oil prices, operational performances, current and anticipated cash needs in a range of

market scenarios.

The Group’s funding requirements are met through a combination of debt and equity and adjustments

are made in light of changes in economic conditions. The Group’s strategy is to maintain ratios in line

with covenants associated with its Secured loans. The Group includes interest bearing loans less cash,

cash equivalents and restricted cash in net debt. Capital includes share capital, share premium, other

reserves and accumulated profits/losses.

The Group is continuously evaluating the capital structure with the aim of having an optimal mix of equity

and debt capital to reduce the Group’s cost of capital and looking at avenues to procure that in the

forthcoming year .

Note 20: Guarantees, pledges and contingent liabilities

Brazil

The Company has provided a performance guarantee to the Brazilian directorate Agência Nacional

do Petróleo,Gás Natural e Biocombustíveis (the “ANP”), in terms of which the Company is liable for the

commitments of Coral. Estela do Mar and Cavalo Marinho licences in accordance with concession

agreements. The guarantee is unlimited.

Further, in Brazil, termination agreements for the surrender of all licences have been signed between the

JV partners and the ANP to conclude the relinquishment formalities on each licence and as such the

guarantee no longer has a significant exposure to the Company.

The Company’s formal exit from its historical Brazilian business is still ongoing with slow progress

towards the approval of abandonment by the Brazilian regulators. Management is working actively with

advisers and where relevant, the operator Petrobras, to bring matters to a close and to ensure that the

ongoing costs are kept to a minimum. However, the timing and eventual costs of such conclusion is

uncertain at this stage.

Netherlands

Under section 403(1)(f) Book 2 of the Dutch Civil Code, Pan-Petroleum Gabon B.V. (Chamber of

Commerce number 27166816), a subsidiary of the Company have availed exemption for audit of

its statutory financial statements pursuant to guarantees issued by the Company to indemnify the

subsidiary of any losses towards third parties that may arise in the financial year ended 31 December

2025. The Company can make an annual election to support such guarantee for each financial year.

Gabon

The Company has a guarantee issued to the State of Gabon to fulfil all obligations under the Dussafu

Production Sharing Contract.

Other

Pursuant to the Bond Terms, certain fully owned companies in the Group classified as Guarantors, have

entered into a agreement to fulfil obligations under the Bond Terms.

As part of the production sharing contract (“PSC”) in EG-01, the Company entered into a guarantee

agreement with The Republic Of Equatorial Guinea (“the EG State”) whereby the Company has

guaranteed the performance of the contract by Panoro EG Exploration Limited (a wholly owned

subsidiary) and the payment and timely compliance with all and any debts and obligations under the PSC

to the EG State.

As part of the production sharing contracts (“PSCs”) covering the Guduma Marin G4-264 and Niosi

Marin G4-265 exploration blocks, the Company entered into a guarantee agreement with The Gabonese

Republic (“the Gabon State”) whereby the Company has guaranteed the performance of the contracts by

Panoro Gabon Exploration Limited (a wholly owned subsidiary) and the payment and timely compliance

with all and any debts and obligations under the PSCs to the Gabon State.

Panoro 2B Limited, a wholly owned subsidiary, provided a limited guarantee of ZAR 2.7 million

(approximately USD 0.3 million) in favour of the South African government for environmental rehabilitation

of planned activities to be undertaken on ER 376 once final approvals are obtained.

There is no potential claim against these performance guarantee and all licence obligations are already

accounted for in the statement of financial position.

Note 21: Leases

As noted above, Panoro leases certain assets, notably office facilities for operational activities. Panoro

is mostly a lessee and the use of leases serves operational purposes rather than as a tool for financing.

These lease liabilities are recognised on a gross basis in the balance sheet, income statement and

statement of cash flows when Panoro is considered to have the primary responsibility for the full lease

payments.

In establishing Panoro’s lease liabilities, the incremental borrowing rates used as discount factors in

discounting payments have been established based on a consistent approach reflecting the Group’s

borrowing rate, the currency of the obligation, the duration of the lease term, and the credit spread for the

legal entity entering into the lease contract. The London office lease contract has a reasonably certain

non-cancellable period, was extended to June 2023, further extended to June 2025 and during the year

extended again to June 2030, with additional floor space added. The liability and the right of use asset

was determined using an incremental rate of return of 12% per annum which is deemed appropriate .

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Information related to lease payments and lease liabilities

Lease liability is classified as current or non-current depending on maturity profile at balance sheet date.

At 31 December 2025, USD 807 thousand was classified as current and USD 93 thousand as non-

current (31 December 2024: USD 117 thousand current).

USD 000	2025	2024
Lease liability recognised at 1 January	117	330
Add: new leases, including remeasurements and cancellations	1,156	-
Add: lease interest	104	27
Less: gross lease payments	(166)	(240)
Lease liability at 31 December	1,211	117

The following table shows the maturity profile of lease liabilities based on contractual undiscounted lease

payments.

USD 000	2025	2024
Within 1 year	125	117
2 to 5 years	1,086	-
After 5 years	-	-
Lease liability at 31 December	1,211	117

Information related to right of use assets

The right of use assets are included within the line item Property, plant and equipment in the

Consolidated balance sheet.

See Note 10: Production Assets, Property, Furniture, Fixtures and Equipment.

USD 000	2025	2024
Right of use asset recognised at 1 January	81	280
Add: new leases, including remeasurements and cancellations	1,156	-
Less: depreciation and impairment	(193)	(199)
Net book value of right of use asset at 31 December	1,044	81

Note 22: Related parties transactions

Details of related party transactions are set out in the parent stand-alone financial statements, Note 7:

Related party transactions and balances.

Note 23: Subsidiaries

Details of the Group’s subsidiaries as of 31 December 2025 are as follows:

	Place of
	incorporation and	Ownership interest &
Subsidiary	ownership	voting power
Panoro Energy do Brasil Ltda	Brazil	100%
Panoro Energy Limited	UK	100%
African Energy Equity Resources Limited	UK	100%
Panoro 2B Limited	UK	100%
Panoro EG Exploration Limited	UK	100%
Pan-Petroleum (Holding) Cyprus Limited	Cyprus	100%
Pan-Petroleum Holding B.V.	Netherlands	100%
Pan-Petroleum Gabon B.V.	Netherlands	100%
Panoro Energy Holding B.V.	Netherlands	100%
Panoro Equatorial Guinea Limited	Isle of Man	100%
Panoro Gabon Exploration Limited	Isle of Man	100%
Energy Equity Resources AJE Limited	Nigeria	100%
Energy Equity Resources Oil and Gas Limited	Nigeria	100%
Syntroleum Nigeria Limited	Nigeria	100%
PPN Services Limited	Nigeria	100%
Energy Equity Resources (Cayman Islands) Limited	Cayman Islands	100%
Energy Equity Resources (Nominees) Limited	Cayman Islands	100%
Panoro Energy Gabon Production SA	Gabon	100%
Pan-Petroleum Oil & Gas Gabon SA	Gabon	100%
Sfax Petroleum Corporation AS	Norway	100%
Panoro Energy AS	Norway	100%
Panoro Tunisia Exploration AS	Norway	100%
Panoro Tunisia Production AS	Norway	100%
Panoro TPS Production GmbH - in liqu	Austria	100%
Panoro TPS (UK) Production Limited	UK	100%

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Note 24: Events subsequent to reporting date

The Company announced on 24 February 2026 that it has entered into a definitive agreement with

Kosmos Energy (“Kosmos”) to acquire the Kosmos subsidiary that holds, through a wholly-owned entity,

a 40.375 per cent non-operated interest in Block G offshore Equatorial Guinea (the “Acquisition”). Block G

contains the producing Ceiba field and Okume Complex in which Panoro already owns a 14.25 per cent

interest which as a result will increase to 54.625 per cent upon closing.

Following a private placement of 19,999,999 new shares, the Board of Directors resolved on to issue

11,694,400 shares in the Company on 25 February 2026 under the existing authorisation level with

the remaining 8,305,599 shares issued following approval by the extraordinary general meeting of the

Company, held on 20 March 2026. Proceeds of the share issue will be used to fund the Acquisition.

The Company also successfully completed a USD 150 million tap issue (the “Tap Issue”) on 25 February

2026 under its existing senior secured bond with maturity December 2029 (the “Bond Issue”). The Tap

Issue was completed at a price of 102.25 per cent of nominal value. Proceeds of the Tap Issue will be

used to fund the Acquisition.

On 24 February 2026, the Board of Directors approved a cash distribution to shareholders of NOK

50 million (approximately USD 5.2 million) in the form of repayment of capital, equating to NOK 0.440

per share to shareholders holding shares in the Company at the end of trading on 26 February 2026.

Payment took place on or around 10 March 2026.

Government approval for an amendment to the Dussafu Marin Production Sharing Contract (“PSC”)

offshore Gabon was granted on 6 April 2026 which provides for a material time extension of the PSC up

to the year 2053.

Note 25: Reserves (unaudited)

The Group has adopted a policy of regional reserve reporting using external third-party companies to

audit its work and certify reserves and resources according to the guidelines established by the Oslo

Stock Exchange (“OSE”). Reserve and contingent resource estimates comply with the definitions set by

the Petroleum Resources Management System (“PRMS”) issued by the Society of Petroleum Engineers

(“SPE”), the American Association of Petroleum Geologists (“AAPG”), the World Petroleum Council

(“WPC”) and the Society of Petroleum Evaluation Engineers (“SPEE”) in June 2018. Panoro uses the

services of Netherland Sewell & Associates (“NSAI”) for third party verifications of its reserves.

Please refer to the Annual Statement of Reserves on page 78 for details.

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Parent Company Income Statement

FOR THE YEAR ENDED 31 DECEMBER

USD 000 Note 2025 2024

Operating income

Operating revenues - -

Total operating income - -

Operating expenses

General and administrative costs (6,974) (4,077)

Impairment of investment in subsidiaries 2,6 (50) (75)

Impairment of loans to subsidiaries 2,7 (155) (121)

Total operating expenses (7,179) (4,273)

Operating result (7,179) (4,273)

Financial income 3 1,716 104

Interest and other finance expense 3 (16,943) (1,605)

Currency gain / (loss) (360) (191)

Result before income taxes (22,767) (5,965)

Income tax 4 - -

Result for the year (22,767) (5,965)

The annexed notes form an integral part of these financial statements.

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Parent Company Balance Sheet

FOR THE YEAR ENDED 31 DECEMBER

USD 000 Note 2025 2024

ASSETS

Non-current assets

Investment in subsidiaries 5 223,155 209,249

Total non-current assets 223,155 209,249

Current assets

Loans to subsidiaries 53,386 89,238

Other current assets 25 14

Cash and cash equivalents 10,938 44,946

Total current assets 64,349 134,198

TOTAL ASSETS 287,504 343,447

EQUITY AND LIABILITIES

EQUITY

Paid-in capital

Share capital 8 716 738

Share premium 8 372,272 415,647

Treasury Shares 8 (2,927) (4,348)

Additional paid-in capital 8 122,243 122,235

Total paid-in capital 492,304 534,272

Other equity

Retained earnings 8 (368,925) (349,945)

Total other equity (368,925) (349,945)

TOTAL EQUITY 123,379 184,327

LIABILITIES

Non-current liabilities

Secured loans 9 122,879 146,488

Other non-current liabilities 0 30

Total current liabilities 122,879 146,518

Current liabilities

Secured loans - current portion 9 24,468 (553)

Accounts payable, accruals and other liabilities 2,856 2,002

Intercompany payables 13,891 11,125

Other current liabilities 10 31 28

Total current liabilities 41,246 12,602

TOTAL LIABILITIES 164,125 159,120

TOTAL EQUITY AND LIABILITIES 287,504 343,447

The annexed notes form an integral part of these financial statements.

21 April 2026

The Board of Directors

Panoro Energy ASA

JULIEN BALKANY

Chairman of the Board

TORSTEIN SANNESS

Deputy Chairman of the Board

CHRISTOPHE SALMON

Non-Executive Director

ALEXANDRA HERGER

Non-Executive Director

GUNNVOR ELLINGSEN

Non-Executive Director

JOHN HAMILTON

Chief Executive Officer

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Parent Company Statement of Cash Flow

FOR THE YEAR ENDED 31 DECEMBER

USD 000 Note 2025 2024

CASH FLOW FROM OPERATING ACTIVITIES

Net income / (loss) for the year (22,767) (5,965)

Adjusted for:

Impairment of investment in subsidiary 5 50 75

Provision for Doubtful Receivables 6 155 121

Share based payments 8 -

Financial Income (1,716) (104)

Financial Expenses 16,943 358

Foreign exchange gains/losses 360 191

(Increase)/decrease in trade and other receivables (11) 5

Increase/(decrease) in trade and other payables 783 1,554

Increase/(decrease) in intercompany payables 2,766 3,812

Net cash flows from operating activities (3,429) 47

CASH FLOWS FROM INVESTING ACTIVITIES

Net proceeds from loans and borrowings - 145,935

Cash outflow relating to acquisitions - (5,433)

Loans to subsidiaries 22,554 (72,833)

Net cash flows from investing activities 22,554 67,669

CASH FLOWS FROM FINANCING ACTIVITIES

Cash distributions to shareholders (30,387) (18,323)

Buyback of own shares (8,616) (4,348)

Interest paid (15,531) -

Interests received 1,716 -

Net cash flows from financing activities (52,818) (22,671)

Effect of foreign currency translation adjustment on cash

balances

(316) (191)

Net increase in cash and cash equivalents (34,008) 44,854

Cash and cash equivalents at the beginning of the year 44,946 92

Cash and cash equivalents at the end of financial year 10,938 44,946

The annexed notes form an integral part of these financial statements.

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Parent Company Notes to the Financial Statements

Note 1: Accounting principles

The annual accounts for the parent company Panoro Energy ASA (the “Company”) are prepared in

accordance with the Norwegian Accounting Act and accounting standards and practices generally

accepted in Norway. The consolidated financial statements have been prepared under International

Financial Reporting Standards (IFRS Accounting Standards) as adopted by the European Union (“EU”)

and are presented separately from the parent company.

The accounting policies under IFRS Accounting Standards are described in the consolidated financial

statements in Note 2: Basis of preparation. The accounting principles applied under NGAAP are in

conformity with IFRS Accounting Standards unless otherwise stated in the notes below.

The Company’s annual financial statements are presented in US Dollars (USD) and rounded to the

nearest thousand, unless otherwise stated. USD is the currency used for accounting purposes and is

the functional currency. Shares in subsidiaries and other shares are recorded in Panoro Energy ASA’s

accounts using the cost method of accounting and reduced by impairment, if any.

Note 2: General and administrative expenses

Operating result

Operating result is stated after charging / (crediting):

USD 000 2025 2024

Employee benefits expense (Note 2.1) 14 13

Reversal of impairment of investment in subsidiary (Note 6) 50 75

Intercompany Loans impairment / (impairment reversal) (Note 7) 155 121

Note 2.1. Employee benefits expense

Salaries

The Company had no employees at 31 December 2025 and 2024. As such, there are no wages and

salaries included in general and administrative expenses.

Employee related expenses:

USD 000 2025 2024

Employer’s contribution to payroll taxes 14 13

Total 14 13

Details of CEO, CFO and COO remuneration are set out in the consolidated financial statements, Note 4:

Operating Result. Employer’s contribution relates to the employer’s tax payable on the Company’s Board

of Directors’ fees.

Directors’ remuneration

The Group financial statements contain detail on how directors’ remuneration is determined in Note 4:

Operating Result.

Remuneration to members of the Board of Directors is summarised below:

USD 000 2025 2024

Julien Balkany (Chairman of the Board of Directors) 106 106

Torstein Sanness (Deputy Chairman of the Board of Directors) 76 76

Alexandra Herger 66 66

Garrett Soden (resigned 21/05/2025) 27 69

Gunnvor Ellingsen 69 69

Christophe Salmon (appointed 21/05/2025) 42 -

Total 386 386

No loans have been given to, or guarantees given on the behalf of, any members of the Management

Group, the Board or other elected corporate bodies.

No pension benefits were received by the Directors during 2025 or 2024.

There are no severance payment arrangements in place for the Directors.

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Restricted Share Unit (“RSU”) and Board Share Options

Details of the RSU scheme and Board options are set out in the consolidated Financial Statements, Note

17: Share based payments.

Details of share options issued during the year ended 31 December 2025 to members of the Board of

Directors, together with fair value expensed are summarised in the table below:

2025

USD 000 (unless stated otherwise)

Number of RSUs

awarded

Fair value of RSUs

expensed

Julien Balkany (Chairman of the Board) - -

Torstein Sanness (Deputy Chairman) - -

Alexandra Herger - -

Garrett Soden (resigned 21/05/2025) - -

Gunnvor Ellingsen - 3

Christophe Salmon (appointed 21/05/2025) 24,000 3

Grace Skaugen (i) - 2

Total 24,000 8

2024

USD 000 (unless stated otherwise)

Number of RSUs

awarded

Fair value of RSUs

expensed

Julien Balkany (Chairman of the Board) - 2

Torstein Sanness (Deputy Chairman) - 1

Alexandra Herger - 1

Garrett Soden - 1

Gunnvor Ellingsen - 8

Grace Skaugen (i) - 7

Total - 20

(i) Resigned from the Board of Directors in the May 2023 Annual General Meeting.

Pensions

The Company is required to have an occupational pension scheme in accordance with the Norwegian

law on required occupational pension (“Lov om obligatorisk tjenestepensjon”). The Company contributes

to an external defined contribution scheme and therefore no pension liability is recognised in the balance

sheet.

Auditor

Fees (excluding VAT) to the Company’s auditors are included in general and administrative expenses and

are shown below.

USD 000 2025 2024

Ernst & Young

Statutory audit - -

Tax services - -

Total - -

The consolidated Financial Statements contain details of fees paid to the Group’s auditors in Note 4:

Operating Result on page 101. Audit fees for the years 2024 and 2025 have been billed to a wholly

owned subsidiary based in the UK, Panoro Energy Limited and recharged to the Parent Company and

respective group companies.

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Note 3: Financial items

The financial income breakdown is below:

Income

USD 000 2025 2024

Interest income from subsidiaries 1,333 37

Other interest income 383 67

Total 1,716 104

Interest income from subsidiaries represents an interest on the intercompany loans. Note 7: Related

party transactions and balances contains further information on these balances.

The financial expense breakdown is below:

Expense

USD 000 2025 2024

Interest expense to subsidiaries 114 280

Interest on secured loans 16,829 967

Interest on deferred consideration payable for investment in

subsidiary

- 358

Total 16,943 1,605

Note 4: Income tax

USD 000 unless otherwise stated 2025 2024

Tax payable - -

Change in deferred tax - -

Income tax expense - -

Specification of the basis for tax payable:

2025 2024

Result before income tax (22,767) (5,965)

Effect of permanent differences 3,870 (614)

Effect of timing differences 1,454 4,723

Tax losses carried forward / (utilised) 17,443 1,856

Basis for tax payable - -

Specification of deferred tax:

2025 2024

Losses carried forward 29,401 12,722

Taxable temporary differences - -

Basis for tax payable 29,401 12,722

Calculated deferred tax asset (22% for 2025 and 2024) 6,468 2,799

Unrecognised deferred tax asset (6,468) (2,799)

Deferred tax recognised on balance sheet - -

The tax losses carried forward are available indefinitely to offset against future taxable profits. The tax

losses for the year ended 31 December 2025 was NOK 296.8 million (USD 29.4 million) and NOK 144.5

million (USD 12.7 million) for the year ended 31 December 2024.

The deferred tax asset is not recognised on the balance sheet due to uncertainty of future income.

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Note 5: Investment in subsidiaries

Investments in subsidiaries are carried at the lower of cost and fair market value. As at 31 December 2025, the carrying value of the investment in subsidiaries was USD 223 million (31 December 2024: USD 209

million) the holdings in subsidiaries consist of the following:

Headquarters Ownership interest and voting rights

Panoro Energy do Brasil Ltda (PEdB) Rio de Janeiro, Brazil 100%

Pan-Petroleum (Holding) Cyprus Ltd (PPHCL) Limassol, Cyprus 100%

Panoro Energy Holding B.V. (PEHBV) Amsterdam, Netherlands 100%

Panoro 2B Limited (P2BL) London, UK 100%

Panoro EG Exploration Limited (PEGEX) London, UK 100%

Panoro Gabon Exploration Limited (PGEL) Isle of Man 100%

Sfax Petroleum Corporation AS (Sfax Petroleum) Oslo, Norway 100%

USD 000 PEdB PPHCL PEHBV P2BL PEGEX PGEX SFAX Petroleum Total

Investment at cost        

At 1 January 2025 95,917 129,106 161,971 11,033 138 - 36,107 434,272

Investments during the year 50 - - 1,086 11,279 1,541 - 13,956

At 31 December 2025 95,967 129,106 161,971 12,119 11,417 1,541 36,107 448,228

Impairment provision        

At 1 January 2025 (95,917) (129,106) - - - - - (225,023)

Investments during the year (50) - - - - - - (50)

At 31 December 2025 (95,967) (129,106) - - - - - (225,073)

Total investment in subsidiaries at

31 December 2025

- - 161,971 12,119 11,417 1,541 36,107 223,155

Total investment in subsidiaries at

31 December 2024

- - 161,971 11,033 138 - 36,107 209,249

Impairment of the Investment represents loss in value of the Company’s investment in shares of Panoro Energy do Brasil Ltda. The impairment has been determined by comparing estimated recoverable values of the

underlying investment with the carrying amount.

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Note 6: Provision for doubtful receivables

Provision for doubtful receivables owed from a loan provided to subsidiary Pan-Petroleum Holding B.V. of

USD 191 thousand (2024: USD 108 thousand) related to the uncollectible loan provision reflective of the

dormant nature of this subsidiary. In 2024 a provision for doubtful receivables owed from a loan provided

to subsidiary Panoro Gabon Exploration Limited was USD 13 thousand with the total provision of USD 36

thousand reversed in 2025 as the loan was capitalised.

Note 7: Related party transactions and balances

As the ultimate parent company, Panoro Energy ASA routinely provides funding to companies within the

Group to support operations. The Company also receives technical and management services from its

indirect subsidiary, Panoro Energy Limited. The cost of these services is then recharged to the relevant

subsidiaries. In addition, the Company also has routine trading accounts and balances with other

Companies in the Group.

The Company had the following loans outstanding with its wholly owned subsidiaries at 31

December 2025:

• USD 9.4 million receivable from Sfax Petroleum Corporation AS (“Sfax”), interest free, payable on

demand and classified as current (31 December 2024: USD 10.7 million).

• USD 40 million receivable from Panoro Energy Holding B.V., carrying interest of 2%, payable on

demand and classified as current (31 December 2024: USD 62.1 million carrying interest rates of 2%).

• USD 1.8 million payable to Panoro Equatorial Guinea Limited, carrying interest of 2%, payable on

demand and classified as current (31 December 2024: USD 5.7 million).

• USD 9 million payable from Panoro Tunisia Production (UK) Limited, carrying interest of 2%, payable on

demand and classified as current (31 December 2024: USD 10 million receivable).

• USD 0.1 million receivable from Pan-Petroleum Gabon BV., carrying interest of 2%, payable on demand

and classified as current (31 December 2024: nil).

The Company had the following non-interest-bearing payable balances to companies within the

Group at 31 December 2025:

• Payable balances on account of intercompany recharges were USD 2.4 million (31 December 2024:

USD 2.7 million) owed to Company’s indirect subsidiary Panoro Energy Limited, which provides

technical services to the Group.

• Payable balance to the Company’s subsidiary, Pan-Petroleum (Holding) Cyprus Limited was USD 0.9

million (31 December 2024: USD 0.9 million).

• Payable balance to the Company’s subsidiary, Panoro Tunisia Exploration AS of USD 1.4 million (31

December 2024: USD 1.5 million.

Panoro Energy ASA also provides management services to the other companies in the Group under

service agreements. The total balances receivable from Group companies for services provided

under service agreement and for normal operational purposes at 31 December 2025 were:

• Panoro Energy Holding B.V, total USD nil (31 December 2024: USD 0.1 million) related to management

and technical services provided during the year.

• Pan-Petroleum Oil and Gas Gabon SA, total USD 0.4 million (31 December 2024: USD 0.6 million)

related to management and technical services provided during the year.

• Panoro 2B Limited; total USD 0.1 million (31 December 2024: USD 1 million) related to management

and technical services provided during the year.

• USD 0.3 million (31 December 2024: USD 0.3 million) from Panoro Energy AS, of which USD Nil related

to management and technical services provided during the year.

• USD 2.4 million (31 December 2024: payable of USD 0.2 million) from Panoro Equatorial Guinea

Limited, of which USD 2.2 million related to management and technical services provided during the

year.

• USD 0.6 million (31 December 2024: USD 0.6 million) from Panoro TPS Production GmbH, in liqu, of

which USD nil related to the management and technical services provided during the year.

Further, the Company provides funding to its Group companies to fund normal operational activity.

The intercompany balances receivable from the companies within the Group at 31 December 2025

were:

• USD 0.1 million (31 December 2024: USD 0.1 million) from Panoro Tunisia Production AS which is

interest-free and repayable on demand.

• Panoro Gabon Exploration Limited of USD 0.5million (31 December 2024: USD 35 thousand) which is

interest-free and repayable on demand.

• Panoro Equatorial Guinea Exploration Limited of USD 1.4 million (31 December 2024: USD 4.5 million)

which is interest-free and repayable on demand.

• Panoro Tunisia Production (UK) Limited, total USD 0.1 (31 December 2024: USD 0.5 million) which is

interest free and repayable on demand.

• Pan-Petroleum Holding BV, total USD 0.7 million (31 December 2024: USD 0.5 million) which is interest

free and repayable on demand.

• Panoro EG Exploration Limited, total USD 1.4 million (31 December 2024: USD nil million) which is

interest free and repayable on demand.

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Note 8: Shareholders’ equity and shareholder information

As of 31 December 2025 the Company had a registered share capital of NOK 5,672,202.40 divided into 113,444,048 shares, each with a nominal value of NOK 0.05. (31 December 2024: registered share capital of

NOK 5,847,202 divided into 116,944,048 shares, each with a nominal value of NOK 0.05).

All shares in issue are fully paid-up and carry equal voting rights.

The Board may be given a power of attorney by the General Meeting to issue new shares for specific purposes.

The table below shows the changes in equity in the Company.

USD 000 Issued capital Share premium Additional paid-in capital Treasury shares Other equity Total

At 1 January 2025 738 415,647 122,235 (4,348) (349,945) 184,327

Net income/(loss) for the year - - - - (22,767) (22,767)

Repayment of paid-in capital - (30,387) - - - (30,387)

Buyback of own shares - - - (8,616) - (8,616)

Cancellation of treasury shares (22) (12,988) - 9,268 3,742 -

Settlement of RSUs - - - 769 44 813

Employee share options charge - - 8 - - 8

At 31 December 2025 716 372,272 122,243 (2,927) (368,925) 123,379

At 1 January 2024 738 433,970 122,215 - (343,981) 212,942

Net income/(loss) for the year - - - - (5,965) (5,965)

Repayment of paid-in capital - (18,323) - - - (18,323)

Buyback of own shares - - - (4,348) - (4,348)

Employee share options charge - - 20 - - 20

At 31 December 2024 738 415,647 122,235 (4,348) (349,945) 184,327

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Ownership structure

The Company had 6,252 shareholders on 31 December 2025 (31 December 2024: 5,591). The twenty

largest shareholders on the Company’s share register were:

No. Shareholder Number of shares Holding in %

1 SUNDT AS 14,896,000 13.13%

2 BNP Paribas 12,321,636 10.86%

3 BEENDER PETROLEUM TUNISIA LTD 2,945,034 2.60%

4 J.P. Morgan Securities LLC 2,644,826 2.33%

5 BNP Paribas 2,326,176 2.05%

6 Citibank, N.A. 2,244,642 1.98%

7 Bank Pictet & Cie (Europe) AG 1,867,819 1.65%

8 ALDEN AS 1,850,000 1.63%

9 Nordnet Bank AB 1,488,008 1.31%

10 NORDNET LIVSFORSIKRING AS 1,360,695 1.20%

11 PANORO ENERGY ASA 1,309,380 1.15%

12 Merrill Lynch International 1,217,717 1.07%

13 BNP Paribas 1,142,246 1.01%

14 HAMILTON 853,139 0.75%

15 Avanza Bank AB 841,144 0.74%

16 ALTEA AS 802,344 0.71%

17 KING KONG INVEST AS 800,000 0.71%

18 The Bank of New York Mellon SA/NV 769,713 0.68%

19 J.P. Morgan SE 767,000 0.68%

20 State Street Bank and Trust Comp 760,175 0.67%

Top 20 shareholders 53,207,694 46.90%

Other shareholders 60,236,354 53.10%

Total shares 113,444,048 100.00%

Shares owned by the CEO, Board Members and key management, directly and indirectly, at 31 December

2025:

Shareholder Position

Number of

shares % of total

Julien Balkany(i) Chairman of the Board of Directors 3,812,211 3.36%

Torstein Sanness Deputy Chairman of the Board of Directors 185,289 0.16%

Christophe Salmon Director 266,665 0.24%

Alexandra Herger Director 20,950 0.02%

Gunnvor Ellingsen Director 25,000 0.02%

John Hamilton Chief Executive Officer 878,139 0.77%

Qazi Qadeer Chief Financial Officer 338,459 0.30%

(i) Mr. Balkany has beneficial interest in Nanes Balkany Partners I LP which owns 664,252 shares in the

Company and directly holds 3,147,959 shares in the Company.

Shareholder distribution as at 31 December 2025 as follows:

Number of shares # of shareholders % of total # of shares Holding in %

1 - 1,000 3,637 58.17% 908,564 0.80%

1,001 - 5,000 1,352 21.63% 3,538,269 3.12%

5,001 - 10,000 416 6.65% 3,224,430 2.84%

10,001 - 100,000 701 11.21% 20,730,935 18.27%

100,001 - 1,000,000 133 2.13% 37,427,671 32.99%

1,000,001 + 13 0.21% 47,614,179 41.97%

Total 6,252 100% 113,444,048 100%

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Note 9: Secured Loans

Current and non-current portion of the outstanding balance of the Senior Secured Bond as of the date of

the statement of financial position is as follows:

USD 000 31December2025 31December2024

Current

Non-

current Total Current

Non-

current Total

Senior Secured Bond

Principal outstanding 25,000 125,000 150,000 - 150,000 150,000

Accumulated interest

accrued

854 - 854 854 - 854

Unamortised

borrowing costs

(1,386) (2,121) (3,507) (1,407) (3,512) (4,919)

24,468 122,879 147,347 (553) 146,488 145,935

On 27 November 2024, the Company issued a 5-year Senior Secured Bond of USD 150 million at

99.2% of nominal value with a coupon rate of 10.25%. Proceeds of the bond issue were received on 20