Annual
Report
2025
About PetroNor E&P
PetroNor E&P in brief
.......................................................................................
6
Highlights and subsequent events
................................................................
7
Chief executive officer
.....................................................................................
8
Portfolio
............................................................................................................
10
Annual statement of reserves
......................................................................
14
Corporate governance
Statement on corporate governance
..........................................................
22
Board of directors
...........................................................................................
28
Executive management
.................................................................................
29
Board of directors’ report
............................................................................
30
Sustainability
UN Sustainable Development Goals
...........................................................
47
Sustainability report 2025
............................................................................
48
General information
.......................................................................................
49
Environmental information
..........................................................................
56
Social information
..........................................................................................
62
Governance information
...............................................................................
66
Transparency Act Statement
.........................................................................
68
Financial statements
Financial statements – contents
..................................................................
71
Consolidated financial statements
..............................................................
73
Notes to the consolidated financial statements
.......................................
77
Company financial statements – PetroNor E&P ASA
................................
98
Notes to the company financial statements – PetroNor E&P ASA
.......
101
Statement of directors’ responsibility
......................................................
108
Auditor’s report
.............................................................................................
109
Glossary and definitions
..............................................................................
113
Corporate directory
......................................................................................
113
PETRONOR E&P ASA
ANNUAL REPORT 2025
4
About PetroNor E&P
PETRONOR E&P ASA
ANNUAL REPORT 2025
5
About PetroNor E&P
About PetroNor E&P
PetroNor E&P in brief
.......................................................................................
6
Highlights and subsequent events
................................................................
7
Chief executive officer
.....................................................................................
8
Portfolio
............................................................................................................
10
Annual statement of reserves
......................................................................
14
Business model
OUR MISSION
To generate value for
shareholders by using our
technical and commercial
capabilities to expand reserves,
boost production, and
strengthen cash flow, while
maintaining strong governance
and safe, efficient operations.
OUR VISION
We seek to generate value for
host governments, partners,
and our shareholders through
focused investment in Africa.
OUR WORK
As an independent oil and
gas company with licences in
Congo and Nigeria, we manage
a portfolio that blends reliable
production with substantial
development potential.
PetroNor E&P in brief
PetroNor E&P ASA is an independent oil and gas company listed on the Oslo Stock
Exchange (PNOR), led by a team with extensive expertise in oil and gas exploration,
development, and production.
Key asset locations
NIGERIA
52.2 per cent economic interest in the Aje field in the OML 113
licence following completion of the New Age transaction in
February 2026.
CONGO BRAZZAVILLE
16.83 per cent indirect participating interest in the
PNGF Sud offshore licence group. 22.7 per cent indirect
participating interest in the PNGF Bis offshore licence group.
PETRONOR E&P ASA
ANNUAL REPORT 2025
6
About PetroNor E&P
Net profit (USD million):
11.1
2024:
42.2
EBITDA (USD million):
63.2
2024:
102.4
EBIT (USD million):
41.2
2024:
82.0
2P Reserves (MMbbls):
14.6
2024:
16.0
2C Contingent resources (MMboe):
79.7
2024:
35.2
Market capitalisation (USD million):
150.1
2024:
160.2
Earnings per share (USD cents):
5.17
2024:
24.7
Net cash (USD million):
58.9
2024:
79.7
2025 Highlights
Returned USD 55.8 million
equivalent of share capital to
shareholders
540 kbbls oil sales lifted
generating USD 33.0 million
in cash
PNGF Sud five-well infill drilling
campaign completed
2025 gross exit rate was
32,000 bopd with the new infill
wells delivering more than
7,000 bopd
Transaction to increase the
equity interest in OML 113
was completed in early 2026
increasing the economic
interest to 52.2 per cent
PETRONOR E&P ASA
ANNUAL REPORT 2025
7
About PetroNor E&P
Chief executive officer:
Operational performance and
continued shareholder returns
As we close the chapter on 2025, PetroNor E&P (“PetroNor” or the “Company”) has
delivered a year characterised by solid operational execution, disciplined portfolio
management and continued shareholder distributions. Despite a more challenging oil
price environment, the Company experienced stable operations in Congo, where the
field operator successfully executed a key infill drilling programme.
Our producing asset, PNGF Sud, remains the foundation of our business, generating
the cash flow that allows PetroNor to both invest in future development opportunities
and return capital to shareholders.
SOLID OPERATIONAL PERFORMANCE IN
CONGO
A major operational milestone during the year
was the successful completion of the five-well
infill drilling campaign on the Tchibouela East field.
The wells were delivered safely, on schedule and
within budget, and are now contributing significant
incremental production.
The programme has extended the field life and
strengthened the production outlook for PNGF Sud.
At year-end, gross field production returned to a
rate of approximately 32,000 bopd, with the new
wells contributing more than 7,000 bopd in gross
production. In November, the Company completed
one oil lifting with the sale of 540,000 bbls.
STRATEGIC PROGRESS IN NIGERIA
Early in 2026 PetroNor increased its interest in
the OML 113 licence in Nigeria to 52.2 per cent
through the completion of the acquisition of New
Age’s Nigerian interests. This step simplifies the
partnership structure and strengthens PetroNor’s
position in the licence.
Work continues with the operator and remaining
partners on subsurface definition in preparation
for a Field Development Plan for the Aje field. The
project remains focused on identifying a technically
robust and commercially viable development
concept.
FOCUSED PORTFOLIO
In parallel with advancing our existing assets,
PetroNor has taken steps to streamline the
portfolio and reduce operating costs. The
relinquishment of the A4 licence in The
Gambia reflects a prudent approach to capital
commitments, allowing the Company to focus
resources on projects with clearer value creation
potential.
Our strategic priority remains to maximise
value from our producing asset in Congo while
progressing development opportunities within our
existing portfolio.
FINANCIAL DISCIPLINE AND SHAREHOLDER
RETURNS
PetroNor maintained a solid financial position
throughout the year despite lower oil prices
compared with 2024. The Company generated
EBITDA of USD 63.2 million and reported a net
profit of USD 11.1 million.
This positive financial result is, in spite of both lower
realised oil prices and a non-cash impairment
related to the relinquishment of the A4 licence in
The Gambia, demonstrating the high margin of the
Company’s production.
The Company ended the year with a cash balance
of USD 58.9 million, maintaining a strong balance
sheet.
Consistent with our capital allocation framework,
PetroNor returned USD 55.8 million to
shareholders during the year through capital
repayments. Returning capital to shareholders
remains a key priority, balanced with investments
required to sustain and develop our asset base.
REGULATORY MATTERS
The US Department of Justice closed its inquiry
relating to the Company in April 2025, however the
investigations initiated by Norwegian authorities in
2021 remained ongoing. After year-end, Økokrim
PETRONOR E&P ASA
ANNUAL REPORT 2025
8
CEO letter
decided to indict individuals formerly associated
with the Company in relation to suspected
corruption, and also indicted Hemla Africa
Holding AS, a 100 per cent indirect subsidiary of
the Company, of being involved through their
actions. A trial related to the matter is expected
to begin in late 2026. PetroNor categorically
contests the indictment of Hemla Africa Holding
AS and welcomes the opportunity to have the
case properly examined in court. The process has
been ongoing for several years and it is already
clear that a final decision may take time. PetroNor
is preparing to defend the indictment and in the
meantime, intends to maintain focus on our core
business operations.
OUTLOOK FOR 2026 AND BEYOND
Looking ahead, PetroNor enters the next phase of
its development with strengthened operational
momentum and a solid balance sheet.
The new wells at PNGF Sud support high
production rates going forward, while further infill
drilling opportunities are likely from 2027 onwards
to further exploit the >2 Bn barrels oil in place of
which to date only 24 per cent has been recovered.
At the same time, work continues with partners on
progressing the development planning for the Aje
field in Nigeria.
Our strategy remains clear: maintain financial
discipline, maximise value from our producing
assets, and deliver shareholder value.
I would like to thank our employees, partners,
and customers for their ongoing commitment
and support. Their efforts remain essential to
PetroNor’s continued progress and future success.
Sincerely,
Jens Pace
CEO, PetroNor E&P
PetroNor remains focused on maximising
value from its cash-generating assets in Congo,
continuing to enhance production efficiency,
and returning capital to shareholders
PETRONOR E&P ASA
ANNUAL REPORT 2025
9
CEO letter
Congo Brazzaville
The Republic of Congo (Congo Brazzaville) is an established oil-producing country and
a core country for PetroNor, both for existing production and for the development of
additional resources.
PetroNor holds an indirect 16.83 per cent
participation interest in the licence group of PNGF
Sud (Tchibouela II, Tchendo II and Tchibeli-Litanzi
II) through the direct 20 per cent licence interest of
Hemla E&P Congo SA.
PNGF Sud is operated by Perenco, a world-leading
specialist in low-cost brownfield optimisation of
mature production assets like PNGF Sud.
PNGF SUD
Licence overview
The significant investments made in the licence
partnership in the past eight years including
workovers, production debottlenecking and liquids
handling capacity, integrity investments and
infill drilling activities have paid off in increased
production rate and remaining reserves at a
low CAPEX rate per barrel. Today in excess of
30,000 bopd is produced, twice the rate of when we
entered. In this eight-year period gross production
has been approximately 77 MMbbls and remaining
reserves have been increased.
In 2025, the partnership delivered five successful
infill wells in Tchibouela East using Axima drilling
rig, a vessel familiar to the licence. There will be
continued investments in liquid handling capacity
and further infill wells drilled, prioritising between
Tchibouela, Tchendo and Tchibouela East in the
coming years.
The goal has been to optimize the existing well
stock by re-activating producers and injectors,
re-allocating production intervals, increasing well
lift capacities as well as increasing and managing
production capacities and intra-field power
consumption between the ten wellhead-platforms
in PNGF Sud.
Licence activity
The average gross PNGF production was
25,657 bopd in 2025 with a continued low
20 km
Point-Noire
Tchendo
Litanzi
Tchibouela
Tchibouela east
Loussima
PNGF BIS*
PNGF SUD
Lusom
Suem
*)
Licence award has been approved.
A PSA will be signed.
Tchibeli
Tchibeli
NE
Net interest:
16.83%
Producing wells:
72
2P Reserves
(net) (MMbbl):
14.6
2C Resources
(net) (MMbbl):
9.3
Accumulated
gross 2025
production
(MMbbl):
10.4
Portfolio
PETRONOR E&P ASA
ANNUAL REPORT 2025
10
Portfolio
lifting cost of USD 11.5 per barrel (bbl). Achieved
production efficiency in the field was 90 per cent,
which is higher than that achieved in 2024 of circa
86 per cent. Issues with production efficiency were
largely caused by wells in the workover queue and
unplanned and planned shut-ins. The Tchendo II
platform and field power operations are stable,
and the licence enjoys a fully autonomous power
supply with few interruptions. Workover activities
have been high throughout the year. The combined
efforts yielded reduced losses and thus increased
production efficiency.
Production averaged 25.7 thousand barrels per day
(kbopd), compared with an average production of
28.6 kbopd in 2024. With stable facilities, increased
production levels are expected in 2026.
PNGF BIS
Licence overview
In December 2023, the Council of Ministers in the
Republic of Congo approved a number of energy
projects, including the award of the PNGF Bis
licence to a contractor group led by Perenco as the
operator and with PetroNor, represented through
its Congolese subsidiary, Hemla E&P Congo, as a
partner with a net interest of 22.7 per cent. The
proposed operator, Perenco, is in discussions with
the government regarding a production sharing
agreement.
Located North-West of PNGF Sud, the PNGF Bis
licence contains two discoveries, Loussima and
Loussima SW. The two discoveries are proven by
three wells drilled between 1985 and 1991.
A recently shot and processed seismic dataset
covering parts of PNGF Sud and PNGF BIS may yield
additional prospectivity in both licences.
Hemla E&P
Congo
Perenco
SNPC
Continent
Congo
Africa Oil & Gas
Corporation
Crown
Energy
Congo
Net PetroNor
Net Others
PNGF Sud
JVPartners
PETRONOR E&P ASA
ANNUAL REPORT 2025
11
Portfolio
West African
Gas pipeline
ELPS pipeline
system
Lagos
OML 113
Ogo
Aje
Seme
50 km
Benin
Nigeria
Nigeria
Nigeria is a petroleum-rich country. Nearly all of the country’s primary reserves
are concentrated in around the delta of the Niger River, but offshore rigs are also
prominent in the well-endowed coastal region. Nigeria is one of the few major oil-
producing nations still capable of increasing its oil output.
The Aje field is located close to the Lagos shores of
Nigeria, a populated area in dire need of affordable
electrical power. It is estimated that Nigeria produces
electrical power from some 20-30 million diesel
generators around the country and the Lagos area
alone has a population exceeding 17 million people.
The Aje project targets production of oil, gas,
condensate, liquefied petroleum gas (LPG), which will
have the potential to replace approximately 500MW
of energy currently generated by diesel power. It
could also provide ten per cent of the country’s
cooking gas. As such, it has an attractive ESG profile
consistent with PetroNor’s values and longer-term
goals.
OML 113 (AJE FIELD)
PetroNor’s holds multiple stakes in OML 113 (the
licence which contains the Aje oil and gas field).
Firstly, through a joint venture with the OML 113
operator, Yinka Folawiyo Petroleum (“YFP”), in a
jointly owned company, Aje Production AS, the
parent company to licence partners Aje Production
Ltd and YFP Deepwater Company Ltd. Secondly, in
early 2026, PetroNor further increased its equity
position with the corporate acquisition of another
licence partner, Aje Exploration Nigeria Ltd, from
New Age (African Global Energy) Ltd group (“New
Age”).
Following the acquisition of New Age’s interest in
early 2026 PetroNor indirectly holds a 20.9 per cent
participating interest in the Aje field asset, with a
52.2 per cent cost-bearing interest, representing
an economic interest of between 39.2 per cent and
52.2 per cent in OML 113. The acquisition of New
Age’s Aje interests has increased PetroNor’s net 2C
contingent resources in Aje from 27.1 MMboe to
70.1 MMboe.
The differences between cost bearing and economic
interest reflect the cost bearing structures
2P Economic
interest:
39.2% –
52.2%
2C Resources
per table
(net) (MMboe):
70.1
PETRONOR E&P ASA
ANNUAL REPORT 2025
12
Portfolio
inherent in the joint venture’s partner cost sharing
arrangements and are a common financial structure
in the oil industry.
The Aje field is estimated to contain recoverable
resources of 480 billion cubic feet (BCF) of gas,
54 MMbbls oil, condensate and LPG.
Licence overview
The Aje field was discovered after the drilling of
the Aje-1 well in 1996. The OML 113 block covers
835 km² with water depths ranging from 100
metres to 1,500 metres. Five wells have been drilled
and two sidetracks. Oil has been produced from
three producers in Turonian and Cenomanian age
reservoirs commencing May 2016 and continuing
until production was suspended in November 2021.
Overlying the Turonian oil rim is a significant gas-
condensate discovery which has not been developed.
Forward plan
The Aje field redevelopment focuses on extracting
the discovered natural gas resources. Natural gas
offers a sustainable energy alternative for Nigeria
and its neighbouring countries. According to the UN
sustainability goals, gas is an important transition
fuel for Africa. By transitioning to natural gas, West
Africa anticipates a considerable reduction in its
energy deficit and CO
2
emissions. Estimates suggests
a 30 per cent CO
2
emission reduction when natural
gas replaces diesel fuel and heating oil.
In addition to emission reductions, the gas contains
significant amounts of LPG to be used for cooking,
replacing something as simple as wood burning,
which poses a significant health risk to millions of
Nigerians.
The development plans will target the gas,
condensate, and oil in a low-risk development
plan. Wet gas will be brought to shore for further
processing and extraction of LPG. The Nigerian
government encourages stop-flaring programmes
and the country is in dire need of electrical power.
Redevelopment
The redevelopment of the Aje field involves field
development activities. These include the re-entry
and completion of existing wells, the drilling of new
wells, and the installation of Subsea Production
Systems (SPS) & Subsea Umbilical, Riser and Flowline
(SURF) packages. Development plans for the Aje gas
condensate and additional oil are under discussion
jointly with the licence partners. The strategy entails
advancing with a Final Investment Decision (FID) to
replace the FPSO unit, drill more oil and gas wells,
and laying a 30 km pipeline to an LPG plant near the
West African Gas Pipeline’s (WAGP) export station,
ensuring efficient transportation and processing of
the natural gas. The produced gas will be distributed
via the WAGP, while LPG will be transported to
Lagos through Badagry Creek. Condensate and
oil will be produced and offloaded offshore while
offtake agreements will include gas sales and swap
arrangement for gas and LPG products.
The previous FPSO was released from the field as it
had reached the end of economic field life and does
not have the proper ratings for gas development.
With a complex overburden including a sloping and
undulating subsea surface, 2025 and 2026 activities
have focused on establishing an accurate model of
the subsurface through two seismic reprocessing
projects. These form part of the basis for 3D static
and dynamic subsurface modelling, through which
the investment cost estimates can be justified in a
Final Investment Decision (FID).
Net PetroNor
Net Others
Aje Production AS
Aje
Exploration
Nigeria
Aje Production
Nigeria
YFP Deepwater
Company
EER
(Colobus)
Nigeria
PR Oil & Gas
Nigeria
OML 113
JVPartners
Current cost &
voting ratio
OML 113 operator Yinka Folawiyo
Petroleum Company Ltd has a carried
interest at the current stage
PETRONOR E&P ASA
ANNUAL REPORT 2025
13
Portfolio
Annual statement of reserves
PetroNor’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) of the Society of Petroleum
Engineers / World Petroleum Council / American Association of Petroleum Geologists/
Society of Petroleum Evaluation Engineers (SPE / PRMS) issued in 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 produced.
1P
Proved reserves represent volumes that will be
recovered with 90 per cent probability.
2P
Proved + probable reserves represent
volumes that will be recovered with 50 per
cent probability.
3P
Proved + probable + possible volumes will be
recovered with 10 per cent 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 PetroNor’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.
PETRONOR E&P ASA
ANNUAL REPORT 2025
14
Annual statement of reserves
The estimates in this report are based on
in-house assessments in February 2026 for PNGF
Sud. This Annual Statement of Reserves (ASR)
has been further audited by Three60 Energy
Norway AS (“Three60”). PNGF Bis was audited
as part of the 2024 AGR CPR. For OML 113 (Aje),
reserves and resources are based on a Competent
Persons Report (CPR) from AGR Tracs from March
2019.
PETRONOR ASSETS PORTFOLIO
The group holds assets in Africa through
subsidiaries and joint ventures, namely the
offshore PNGF Sud production licences in the
Republic of Congo and an economic interest
between 39.2 per cent and 52.2 per cent in
OML 113 in Nigeria.
In 2023, PetroNor E&P AB, a wholly owned
subsidiary of PetroNor E&P ASA entered into a
binding agreement to farm-out 100 per cent of
its participating interest in the two exploration
licences offshore Guinea-Bissau to Apus Energy
Guiné-Bissau SA.
The exploration assets in The Gambia constitute
prospective resources, and are therefore not
considered part of this ASR.
PNGF Sud:
Offshore Congo Brazzaville, operator Perenco,
PetroNor 16.83 per cent
PNGF Sud is a development and exploitation
licence comprising three (3) production licence
agreements (Tchibouela II, Tchendo II and Tchibeli-
Litanzi II), which contain six oil fields: Tchibouela
Main, Tchibouela East, Tchendo, Tchibeli, Tchibeli
North East and Litanzi.
PetroNor E&P’s indirect subsidiary, Hemla E&P
Congo SA, holds a 20 per cent (16.83 per cent
net to PetroNor) non-operated interest in the
PNGF Sud licences offshore Congo. The operator
of the licences is Perenco which holds a 40 per
cent interest. Effective since 1 January 2017, the
ownership of the licences has an expiry date
after 20 years plus a five-year extension period.
Since granting of the licences, Perenco, with
partner support has been committed to strict HSE
compliance while growing production, improving
maintenance routines and field integrity in a
stepwise and prudent manner.
In November 2021, the now 23-well infill
programme commenced on PNGF Sud with four
infill wells on Litanzi. In November 2022, two
wells were completed in Tchibeli North East. A
further five wells were added in Tchibeli from
September 2023. One successful infill well into the
Vanji of Tchibeli NE was added in 2024 to the infill
programme and further five wells were drilled in
Tchibouela East in 2025. There are no infill drilling
programmes budgeted for 2026, but it is expected
that further infill wells will be added in 2027 and
2028, prioritised between Tchibouela, Tchendo
and Tchibouela East.
During 2025, average production was 25,657 bopd
(4,318 bopd net to PetroNor) and gross oil
production was 9.4 MMbbls .
In 2026, PetroNor performed a full reserves and
resource update (ASR) covering the Reserves (1P,
2P and 3P) and Resources (1C, 2C and 3C) in both
PNGF Sud and PNGF Bis. The above figures were
evaluated as of 31 December 2025. The results
from the ASR have been audited by Three60
Energy Norway AS.
As per the PRMS/SPE guidelines, only the portion
of gas is contributing to power generation (on
Tchibouela and Tchendo only) and is included
in the overall reserves in the AGR CPR. The gas
is being used centrally in the field complex as
fuel for power generating turbines which is
subsequently transmitted to the individual field
platforms via electrical power cables. For the
purpose of this report, the numbers quoted below
as MMbbls do not include the oil equivalent gas
but are included in the appendix reserves and
resource tables.
PetroNor uses as the basis the Reserves and
Resources from the 2026 audited ASR yielding
Reserves and Resources as per 31 December
2025. As the only product sold is oil, PetroNor will
in the text below when referring to Reserves and
Resources mainly refer to oil and term these with
the unit MMbbls or including condensate, LPG and
gas as oil equivalents MMboe.
As of 31 December 2025, gross 1P Proved Reserves
totalled 66.0 MMbbls in all of the PNGF Sud fields
in the Cenomanian, Turonian, Senonian and
Albian reservoirs. Gross 2P Proved plus Probable
Reserves at PNGF Sud amounted to 86.9 MMbbls
in the same reservoirs. Gross 3P Proved plus
Probable plus Possible Reserves at PNGF Sud
amounted to 108.8 MMbbls.
Gross 1C Resources total 17.2 MMbbls in all of the
PNGF Sud fields in the Cenomanian, Turonian,
Senonian and Albian reservoirs. Gross 2C
Resources at PNGF Sud amounted to 42.7 MMbbls
in the same reservoirs. Gross 3C Resources at
PNGF Sud amounted to 92.4 MMbbls.
These evaluations yield 1P Proved Reserves net to
PetroNor of 10.5 MMbbls, 2P Proved plus Probable
Reserves net to PetroNor of 14.6 MMbbls and 3P
Proved plus Probable plus Possible Reserves net
to PetroNor of 18.3 MMbbls. For the 2P reserves,
this constitutes a 2025 reserve replacement ratio
of 14 per cent.
Additional potentially recoverable resources net
to PetroNor are approximately 2.9 MMbbls 1C,
7.2 MMbbls 2C and 15.6 MMbbls 3C.
PETRONOR E&P ASA
ANNUAL REPORT 2025
15
Annual statement of reserves
These Reserves and Contingent Resources are
PetroNor’s net volumes before deductions
for royalties and other taxes, reflecting the
production and cost sharing agreements that
govern the assets.
PNGF Bis:
Offshore Congo Brazzaville, operator Perenco,
PetroNor 22.7 per cent
Located North-West of PNGF Sud, the PNGF Bis
licence contains two discoveries, Loussima and
Loussima SW. The two discoveries are proven by
three wells including DSTs drilled from 1985-1991.
The primary potential is identified in the pre-salt
Vanji formation, but the exploration and appraisal
wells also include an oil column in the post-salt
Senji fm (not tested).
One possible development scenario comprises a
long-term test production period with a rented
jack-up with a purchase option and an 11 km
pipeline tie-back to one of the existing Tchibouela
process platforms. This would allow cost recovery
of the investments during the test production
and allows upscaling the production levels with
additional producers as resources are matured to
reserves.
Based on an initial test development, net
to PetroNor 1C Contingent Resources yield
0.8 MMbbls in the Loussima SW Vanji and Senji
fm. Net 2C at PNGF Bis Loussima SW amounts to
2.1 MMbbls in the same reservoirs. Net 3C amounts
to 3.0 MMbbls.
MANAGEMENT DISCUSSION AND ANALYSIS
PetroNor uses the services of Three60 for third
party verifications of its reserves and resources.
Three60 has checked the method and
reasonableness of numbers as well as the decline
parameters.
For all fields, the auditors agree on the method
and parameters used. The decline parameters
are reasonable, and the resulting Technically
Recoverable Resources volumes are up to the
standards and guidelines defined by the Society
of Petroleum Engineers Petroleum Resources
Management System published in 2018 (SPE PRMS
2018).
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 previously, along with a discussion of the
consequences for the year-end 2025 ASR.
PNGF Sud
During the years from 2017 to 2025, production
and reserves have grown from the initial circa
15,000 bopd and 62 MMbbls when Perenco and
partners took over. An additional c. 77 MMbbls have
been produced in the period, thus representing
a reserve replacement ratio of circa 250 per cent
for the period. This has materialised through
revitalising existing producers via replacements or
upsizing of Electrical Submersible Pumps (ESPs),
acidising, cleaning up or reperforating wells or
conversions from the Cenomanian to the Turonian
(less depleted) formations. Significant surface
debottlenecking is also taking place. Projects
range from improved power generation, gas-lift
compressor upgrades, pump replacements and
other surface process improvements. Production
from Tchibeli has been routed to Tchendo by
installing a new pipeline to avoid third party
processing tariffs previously paid to the Nkossa
FPSO. These brick-by-brick improvements together
with infill drilling have yielded a production level at
the end of 2025 of more than 30 kbopd.
Infill drilling started in 2021. Development drilling
of the Tchibeli NE discovery was further sanctioned
in 2021 with one additional Vanji well decided in
2023 and five additional wells for Tchibouela East
decided in 2024. Consequently, the 2C resources
in these fields have already been converted to 2P
reserves. Development of 3D static and dynamic
models has been and will continue to form the
basis of further infill drilling programmes on PNGF
Sud. As part of the commitment to infill drilling,
significant 2C resources have been transferred to
2P reserves on Litanzi (in 2019), Tchendo, Tchibeli
and further in Tchibeli NE and Tchibouela East.
Net/gross produced volumes during 2024
constituted 1.6/9.4 MMbbls. Only minor
adjustments were made to 2P reserves for
2025, with an increase before production of
net/gross -0.2/-1.3 MMbbls. 2C resources are
up 1.4/8.3 MMbbls. The PNGF partnership has
invested in additional power generation facilities
on Tchibouela and Tchendo. According to PRMS, gas
reserves for this should be classified as reserves.
Total gross gas reserves attributed to power
generation has been estimated at 31 BCF.
PNGF Bis
Once investment decisions are made on the licence
these reserves may become reserves approved for
development.
Aje – OML 113
As part of the completion with Panoro Energy ASA
on this transaction, reserves and resources from
this licence are included in PetroNor’s balances.
Reserves and resources are based on a CPR from
AGR Tracs from March 2019. As the bulk of these
are 2P reserves based on a Field Development Plan
(FDP) submitted to and approved by the Nigerian
Upstream Petroleum Regulatory Commission
(NUPRC – formerly DPR) in 2018 and the current
development plan will need a resubmission and
approval. PetroNor assumes the same reserves
PETRONOR E&P ASA
ANNUAL REPORT 2025
16
Annual statement of reserves
now to be contingent resources. Production from
2019 to 2021, which was relatively insignificant, has
been subtracted from these figures.
Revenue and cost bearing interests vary through
the development production period from 39.2 per
cent and 52.2 per cent and net resources have
been modelled and listed in the tables below. The
2C resources net to PetroNor are 28.2 MMbbls of
liquids and 251 BCF of gas, in total 70.1 MMbbls
(AGR Tracs use 6 mscf/boe).
ASSUMPTIONS
The commerciality and economic tests for the PNGF
Sud, PNGF Bis and Aje reserves and resources
volumes were based on an oil and condensate price
of 70 USD/bbl, although the reserves and resources
are not very sensitive to this parameter since OPEX
levels are low, currently at around 10 USD/bbl in
PNGF and estimated at approximately 7 USD/bbl in
Aje on plateau production.
2P Reserves
(MMboe)
2025
2024
2025 PN Net
Balance – gross PNGF Sud
92.4
100.9
15.6
2P and 2C Reserves and resources status
(MMboe)
2025
2024
2025 PN Net
Balance 2P/2C gross, PNGF Sud
136.5
136.5
23.0
Balance 2P/2C gross, PNGF Sud+ PNGF Bis
145.9
145.9
25.1
Balance – 2P/2C gross, ALL PNGF +Aje
280.1
280.2
52.2
PetroNor’s total 1P oil Reserves at end of 2025
amounted to 10.5 MMbbls. PetroNor’s 2P oil
Reserves amount to 14.6 MMbbls and PetroNor’s
3P oil Reserves amount to 18.3 MMbbls. This
reflects the 5 February 2026 Annual Statement of
Reserves (ASR) report for PNGF Sud conducted
internally and audited by Three60 Energy Norway
AS and production since the field start-up
PetroNor’s Contingent Resource base includes
discoveries of varying degrees of maturity towards
development decisions. PetroNor’s assets contain a
total 2C volume of 79.7 MMbbls.
29 April 2026
JENS PACE
CEO PetroNor E&P
PETRONOR E&P ASA
ANNUAL REPORT 2025
17
Annual statement of reserves
NET TO PETRONOR – RESERVES AND RESOURCES AT 31 DECEMBER 2025
(PN ASR DATED 5 FEBRUARY 2026)
Net PetroNor reserves (developed or under development):
1P
2P
3P
Oil
MMbbls
Gas
bcf
Boe
MMboe
Oil
MMbbls
Gas
bcf
Boe
MMboe
Oil
MMbbls
Gas
bcf
Boe
MMboe
PNGF Sud 16.83%
Tchibouela
4.65
1.26
4.88
6.20
1.98
6.55
7.74
3.34
8.34
Tchibouela East
1.32
-
1.32
1.65
-
1.65
1.98
-
1.98
Tchendo
1.88
2.26
2.29
3.27
3.24
3.85
4.25
3.14
4.81
Tchibeli
0.86
-
0.86
1.23
-
1.23
1.61
-
1.61
Tchibeli Northeast
0.98
-
0.98
1.31
-
1.31
1.57
-
1.57
Litanzi
0.77
-
0.77
0.96
-
0.96
1.16
-
1.16
Total
10.48
3.52
11.10
14.62
5.21
15.55
18.31
6.48
19.46
PNGF Bis 22.70%
Loussima (Bis)
-
-
-
-
-
-
-
-
-
Total
10.48
3.52
11.10
14.62
5.21
15.55
18.31
6.48
19.46
Net PetroNor contingent resources (undeveloped):
1C
2C
3C
Oil
MMbbls
Gas
bcf
Boe
MMboe
Oil
MMbbls
Gas
bcf
Boe
MMboe
Oil
MMbbls
Gas
bcf
Boe
MMboe
PNGF Sud 16.83%
Tchibouela
2.90
0.79
3.04
4.15
1.32
4.38
9.75
4.21
10.50
Tchibouela East
-
-
-
0.86
-
0.86
1.61
-
1.61
Tchendo
-
-
-
2.01
-
2.01
3.07
-
3.07
Tchibeli
-
-
-
-
-
-
0.50
-
0.50
Tchibeli Northeast
-
-
-
-
-
-
0.28
-
0.28
Litanzi
-
-
-
0.17
-
0.17
0.34
-
0.34
Total
2.90
0.79
3.04
7.18
1.32
7.42
15.55
4.21
16.30
PNGF Bis 22.70%
Loussima (Bis)
0.75
-
0.75
2.13
-
2.13
3.00
-
3.00
Percentage betw. 12.19%
Aje 52.22%
OML 113
1
17.19
146.82
41.66
28.21
251.47
70.12
46.56
358.22
106.26
Total
20.85
147.61
45.46
37.52
252.79
79.67
65.11
362.43
125.56
1
(Oil + Condensate + LPG) - oil equivalents for Aje are 6 mscf/boe according to the CPR.
PETRONOR E&P ASA
ANNUAL REPORT 2025
18
Annual statement of reserves
Net PetroNor reserves and resources (developed, under development or undeveloped):
1P/1C
2P/2C
3P/3C
Oil
MMbbls
Gas
bcf
Boe
MMboe
Oil
MMbbls
Gas
bcf
Boe
MMboe
Oil
MMbbls
Gas
bcf
Boe
MMboe
PNGF Sud 16.83%
Tchibouela
7.55
2.05
7.92
10.34
3.30
10.93
17.49
7.55
18.84
Tchibouela East
1.32
-
1.32
2.51
-
2.51
3.59
-
3.59
Tchendo
1.88
2.26
2.29
5.28
3.24
5.86
7.32
3.14
7.88
Tchibeli
0.86
-
0.86
1.23
-
1.23
2.11
-
2.11
Tchibeli Northeast
0.98
-
0.98
1.31
-
1.31
1.85
-
1.85
Litanzi
0.77
-
0.77
1.13
-
1.13
1.49
-
1.49
Total
13.38
4.31
14.14
21.80
6.54
22.97
33.86
10.69
35.77
PNGF Bis 22.70%
Loussima (Bis)
0.75
-
0.75
2.13
-
2.13
3.00
-
3.00
Percent betw. 12.19%
Aje 52.22%
OML 113
1
17.19
146.82
41.66
28.21
251.47
70.12
46.56
358.22
106.26
Total
31.32
151.13
56.56
52.15
258.01
95.22
83.42
368.91
145.03
1
(Oil + condensate + LPG) - oil equivalents for Aje are 6 mscf/boe according to the CPR.
PETRONOR E&P ASA
ANNUAL REPORT 2025
19
Annual statement of reserves
PETRONOR E&P ASA
ANNUAL REPORT 2025
20
Corporate governance
PETRONOR E&P ASA
ANNUAL REPORT 2025
21
Corporate governance
Corporate governance
Statement on corporate governance
..........................................................
22
Board of directors
...........................................................................................
28
Executive management
.................................................................................
29
Board of directors’ report
............................................................................
30
Statement on corporate
governance in PetroNor E&P
PetroNor E&P ASA (“PetroNor” or the “company”, and with its subsidiaries; the
“group”) aims to instill confidence in the company and maximise long-term value
through effective decision-making, well-defined roles among shareholders,
management, and the board of directors (the “board”), and transparent
communication.
As a company listed on the Oslo Stock Exchange,
PetroNor is required to report on corporate
governance under section 2.9 of the Norwegian
Accounting Act and the Norwegian Code of
Practice for Corporate Governance (the “Code”).
The Accounting Act may be found (in Norwegian)
at
www.lovdata.no.
The Code, lastly revised on
28 August 2025, may be found at
www.nues.no.
The Code is based on the “comply or explain”
principle. In the event that the company deviates
from the requirements of the Code, the company
must provide a justification for such deviation and
explain what alternative solution it has selected.
The company also seeks to comply with the Oslo
Stock Exchange Code of Practice for Investor
Relation (IR) of 1 March 2021.
1.
IMPLEMENTATION AND REPORTING ON
CORPORATE GOVERNANCE
The main objective for PetroNor’s corporate
governance principles is to develop a strong,
sustainable and competitive company in the
best interest of the shareholders, employees
and society at large, in compliance with the laws
and regulations of the relevant jurisdictions in
which the company operates. The board and
management of the company aim for a controlled
and profitable development and long-term creation
of growth through well-founded governance
principles and risk management.
The board will prioritise the development of
effective working procedures to achieve, among
other objectives, the goals outlined in these
corporate governance guidelines and principles.
The Code comprises 15 principles. The corporate
governance report is available on the company’s
website
www.petronorep.com.
Deviations from the Code: None.
2. BUSINESS
PetroNor is a full cycle oil and gas exploration
and production company listed on the Oslo Stock
Exchange with ticker code “PNOR”. PetroNor holds
assets in West Africa.
The company’s business is defined in Article 3 of
the company’s articles of association, which states:
“The company’s business is to invest in companies
and entities that are involved in the energy industry
and the oil and gas industry worldwide, as well as
investment activities and other related activities.”
The company is responsibly managing its
production portfolio to enable shareholder returns
alongside initial funding for its redevelopment and
targeted exploration projects.
PetroNor’s vision is to:
Become a leading full-cycle E&P company.
Use experience and competence in enhancing
value in projects in Africa to the benefit of
the countries PetroNor operates in and the
shareholders of the company.
Create values for the shareholders in a
sustainable manner where due regards are
given to financial, social and environmental
issues.
The board will evaluate the group’s vision and
strategy at least on an annual basis, also including
input from shareholders not directly represented
in the board.
The oil and gas exploration and production
industry is characterised by high-risk, high-reward
dynamics, exposing PetroNor to fluctuations in oil
prices. The company is also subject to the inherent
risks associated with petroleum production, as
well as the drilling of production, appraisal, and
exploration wells.
The company will seek opportunities across its core
region but may opportunistically invest outside of
its core area.
PetroNor’s primary goal is to deliver substantial
value to its shareholders. Furthermore, PetroNor is
committed to being a responsible corporate citizen,
promoting excellence in operations, and fostering
innovation.
PETRONOR E&P ASA
ANNUAL REPORT 2025
22
Corporate governance
PetroNor has implemented corporate values,
ethical guidelines, and guidelines for corporate
social responsibility. These values and guidelines
are described in PetroNor’s Code of Conduct with
further details in internal policies. In accordance
with the Norwegian Accounting Act, the company
annually reports on various aspects, including
environmental and social issues, the work
environment, equality and non-discrimination,
adherence to human rights, and efforts to combat
corruption and bribery.
Deviations from the Code: None.
3.
EQUITY AND DIVIDENDS
The oil and gas E&P business is highly capital
dependent, requiring PetroNor to be sufficiently
capitalised. 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 board recognises a need to be
proactive in order for PetroNor 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 PetroNor shares will be carried out through
a regulated marketplace at market price, and
the company will observe the principle of equal
treatment of all shareholders in connection with
such transactions. 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.
Dividend proposals are considered based on the
company’s capital structure and dividend capacity
as well as the availability of alternative investments.
Deviations from the Code: None.
4.
EQUAL TREATMENT OF SHAREHOLDERS
PetroNor has one class of shares representing one
vote at the annual general meeting. The articles
of association contain no restriction regarding the
right to vote.
If the board proposes to deviate from existing
shareholders’ pre-emptive rights to subscribe for
shares in the event of an increase in share capital
will be set out and justified and disclosed in the
stock exchange announcement of the increase in
share capital. Such decision will be made only in
the common interest of the shareholders of the
company.
Transactions in PetroNor shares will be made
through the stock exchange or by other means at
market prices. If there is a limited liquidity in the
PetroNor shares, the board will consider other
ways to ensure equal treatment of all shareholders
when making transactions in the PetroNor shares.
Deviations from the Code: None.
5.
SHARES AND NEGOTIABILITY
Shares of PetroNor are listed on the Oslo Stock
Exchange. There are no restrictions on ownership,
trading or voting of shares in PetroNor’s articles of
association.
Deviations from the Code: None.
6. GENERAL MEETINGS
PetroNor’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 and voting in general
meetings of the company, and to ensure that
general meetings are an effective forum for the
views of shareholders and the board. The company
shall arrange the general meetings so that the
shareholders can attend electronically, unless
there is a reason to refuse.
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.petronorep.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.
PetroNor 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.
According to Article 7 of the company’s articles of
association, registrations for the company’s general
meetings must be received at least two trading
days before the meeting is held.
The chairperson of the board, as well as the auditor
and CEO of the company, must be present at
the general meetings, unless the circumstances
preclude such. The chairperson of the nomination
committee as well as other board members should
attend the general meetings. An independent
person to chair the general meeting will, to the
extent possible, be appointed. Normally the
PETRONOR E&P ASA
ANNUAL REPORT 2025
23
Corporate governance
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. Dividend, remuneration to the board
and the election of the auditor, are among the
matters that will be decided at the annual general
meeting. Following a general meeting, the company
immediately announces that its general meeting
has been held and the minutes are released on the
company’s ticker “PNOR” at NewsWeb as well as at
the company’s website.
Deviations from the Code: None.
7.
NOMINATION COMMITTEE
The company shall have a nomination committee
of up to three members, to be elected by the
general meeting. The nomination committee
shall present proposals to the general meeting
regarding (i) election of the chair of the board,
board members and any deputy members, and
(ii) election of members of the nomination
committee. The nomination committee shall also
present proposals to the general meeting for
remuneration of the board and the nomination
committee, which is to be determined by the
general meeting. The general meeting shall adopt
instructions for the nomination committee.
Deviations from the Code: Due to the company’s
current shareholder composition, the majority
of the nomination committee is currently
not independent of the board and executive
management. The company will continuously
consider whether amendments to the composition
of the nomination committee should be made.
8.
BOARD OF DIRECTORS – COMPOSITION
AND INDEPENDENCE
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 composition
of the board ensures that it can operate
independently of any special interests. Members of
the board are normally elected for a period of two
years. 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
chairperson and deputy chairperson (if any). 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 is to be composed of at least two
members who are independent of the company’s
major shareholders (being shareholders holding
more than 10 per cent of the shares in the
Company), and more than half of the members are
to be independent of the company’s management
and material business relations.
Deviations from the Code: None.
9.
THE WORK OF THE BOARD OF
DIRECTORS
The board has the overall responsibility for the
management and supervision of the activities in
general. The CEO is responsible for the company’s
daily operations and ensures that all necessary
information is presented to the board.
The board decides the strategy of the company and
makes the final decision in new projects and/ or
investments. The board’s instructions for its own
work as well as for the executive management have
particular emphasis on clear internal allocation
of responsibilities and duties. The chairperson
of the board ensures that the board’s duties are
undertaken in efficient and correct manner.
The board has established separate rules of
procedures for its work. Such rules of procedure
also address how the board and management shall
deal with agreements with related parties, and in
particular whether independent valuations of such
agreements should be obtained. In addition, the
board will report on such agreements in its annual
report.
The board shall stay informed of the company’s
financial position and ensure adequate control of
activities, accounts and asset management. The
board member’s experience and skills are crucial
to the company both from a financial as well as an
operational perspective.
An annual schedule for the board meetings is
prepared and discussed together with a yearly plan
for the work of the board. The board will consider
evaluating its performance and expertise annually.
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. Should the board need to address
matters of a material character in which the
chairperson is or has been personally involved, the
matter will be chaired by an independent member
PETRONOR E&P ASA
ANNUAL REPORT 2025
24
Corporate governance
of the board to ensure a more independent
consideration.
The board has established an audit & risk
committee and a remuneration committee as
subcommittees of the board.
The audit & risk committee shall consist of at least
three members appointed by and among the board.
All members of the audit & risk committee must be
non-executive directors, a majority of the members
should be independent of the management and the
company, and there must be adequate accounting
and finance competence among the members of
the committee. The audit & risk committee’s role is
to supervise the group’s accounting and financial
performance, as well as ensuring that adequate
internal control and reporting requirements exist.
The role is further detailed in a separate audit &
risk committee charter.
The remuneration committee shall consist of up to
three members appointed by and among the board.
All members shall be independent of the executive
management. The remuneration committee’s role
is to assist and advise the board on matters relating
to the remuneration of the board and management,
as well as salary, bonus and benefit policies for the
employees in general. The role is further detailed in
a separate remuneration committee charter.
Deviations from the Code: None.
10. RISK MANAGEMENT AND INTERNAL
CONTROL
Financial and internal control, as well as short-
and long-term strategic planning and business
development, all according to PetroNor’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
Note 23 to 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.
Deviations from the Code: None.
11. REMUNERATION OF THE BOARD OF
DIRECTORS
The remuneration to the board will be decided by
the annual general meeting each year.
PetroNor 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 remuneration to the board is not linked
to the company’s performance and share
options shall not be granted to board members.
Remuneration in addition to normal director’s fee
will be specifically identified in the annual report.
Members of the board normally do not take on
specific assignments for the company in addition to
their appointment as a member of the board. Any
exemptions shall be clarified with the full board.
Deviations from the Code: None.
12. SALARY AND OTHER REMUNERATION
FOR EXECUTIVE PERSONNEL
The board has established guidelines for the
remuneration of the executive personnel. The
guidelines will be presented to the annual general
meeting each year and shall 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. The guidelines shall be clear and
transparent and contribute to the company’s
strategy, long term interests and financial viability.
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.
Remuneration based on performance will normally
be capped upwards and based on measurable
criteria that executive personnel can influence.
Deviations from the Code: None.
13. INFORMATION AND COMMUNICATIONS
The company has established guidelines for
the company’s reporting of financial and other
information. The chairperson and CEO are
authorised by the board to speak to or be in
contact with the press.
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.
All information to shareholders is published
simultaneously on NewsWeb with the Oslo Børs
and the company’s website.
PetroNor normally makes four quarterly
presentations per year to shareholders, potential
investors and analysts in connection with
quarterly earnings reports or trading updates.
PETRONOR E&P ASA
ANNUAL REPORT 2025
25
Corporate governance
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.petronorep.com for a limited number of days.
The company also makes investor presentations
at conferences in Norway and internationally. The
information packages presented at such meetings
are published simultaneously on the company’s
website.
Deviations from the Code: None.
14. TAKEOVERS
PetroNor has established the following guiding
principles for how the board will act in the event
of a take-over bid. In a bid situation, the board
shall help to ensure that shareholders are treated
equally, and that the company’s business activities
are not disrupted unnecessarily. The board shall
ensure that shareholders are given sufficient
information and time to form a view of relevant
offers.
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 PetroNor.
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.
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
typically aim to disclose agreements made with
the bidder, which are material for the market’s
assessment of the bid, no later than the publication
of the announcement confirming the intention to
make the bid.
In the event of a take-over bid for the company’s
shares, the board 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.
Deviations from the Code: None.
15. AUDITOR
The auditor will be appointed by the general
meeting.
The board has appointed an audit & risk committee
as a sub-committee of the board, which will meet
with the auditor regularly. The auditor shall on an
annual basis submit the main features of the plan
for the audit of the company and an additional
report to the audit & risk committee in which it
declares its independence and explains the results
of the statutory audit carried out by providing a
range of information about the audit.
The auditor 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
chief executive officer reviews any material
changes in the company’s accounting policies, the
assessment of material accounting estimates,
and, where applicable, material matters related
to the company’s sustainability reporting. The
auditor comments on the chief executive officer’s
review, and account for key matters of the audit
and all material matters on which there has
been disagreement between the auditor and
management.
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. The
board shall on an annual basis review the internal
control procedures jointly with the auditor,
including weaknesses identified by the auditor and
assess proposals for improvement.
PetroNor 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.
Deviations from the Code: None.
PETRONOR E&P ASA
ANNUAL REPORT 2025
26
Corporate governance
Board of directors
PETRONOR E&P ASA
ANNUAL REPORT 2025
27
Corporate governance
JOSEPH ISKANDER
Non-executive chair
Qualifications:
Iskander holds a degree in
Accounting and Finance with high
distinction from Helwan University,
Egypt.
Experience:
Iskander brings over 25 years
of experience in the financial
services industry, covering asset
management, private equity,
portfolio management, financial
restructuring, research, banking,
and audit. He began his career at
Deloitte & Touche (Egypt) as an
auditor. Iskander served as non-
executive director on the boards of
EFG Hermes in Egypt, Oasis Capital
Bank in Bahrain, Sun Hung Kai &
Co in Hong Kong, Qalaa Holdings in
Egypt, Emirates Retakaful in UAE,
Marfin Laiki Bank in Cyprus and
Marfin Investment Group in Greece
and Abu Dhabi Islamic Bank Egypt.
Iskander led the research team
at Egypt’s Prime Investments and
previously served as an investment
advisor at Commercial International
Bank (CIB). In 2004, he transitioned
to Dubai Group, where he assumed
the role of investment manager.
During his tenure, Iskander actively
participated in numerous M&A
transactions, advisory services, asset
management, and private equity
deals, collectively exceeding a value
of USD 8 billion. Until 2009, he held
the position of managing director of
asset management at Dubai Group
and was the former head of research
at Dubai Capital Group. Joining
Emirates International Investment
Company in July 2017, Iskander is
currently the Chief executive officer
of EIIC. EIIC operates as a subsidiary
of National Holding in Abu Dhabi.
Iskander is not independent of the
main shareholder.
Board meetings attendance
8
Shares controlled at
year-end 2025
Nil
Appointed since
8 October 2021
JARLE NORMAN-HANSEN
Non-executive director
Qualifications:
Norman-Hansen holds a bachelor’s
degree in Economics from BI
Norwegian Business School and an
ICFA from The Norwegian School of
Economics.
Experience:
Norman-Hansen has more than
30 years of experience from
the Nordic property and capital
markets overseeing acquisitions
and asset management of multi-
billion investments. Additionally, he
has served as an advisor to many
of Scandinavia’s largest real estate
capital markets transactions.
Norman-Hansen is independent
of the executive management,
material business contacts
and main shareholders (main
shareholders being shareholders
holding more than 10 per cent of
the shares in the company).
Board meetings
attendance
8
Shares controlled at
year-end 2025
8,973,389
Appointed
since
26 January 2023
ANDRI GEORGHIOU
Non-executive director
Qualifications:
Georghiou is a Fellow Member
of the Institute of Chartered
Accountants in England and Wales
and a member of Institute of
Certified Public Accountants of
Cyprus and holds the Corporate
Finance Qualification of the
ICAEW and of the Securities and
Investment Institute of the United
Kingdom.
Experience:
Georghiou is a banking and
finance professional with in-depth
experience in banking and financial
services both from the directorial
and functional sides. Georghiou
was the Chief Executive Officer
of the Cyprus Development Bank
Group and served as executive
and nonexecutive member on the
boards of the Cyprus Development
Bank Plc (CDB) and its subsidiaries,
including Chairperson of its foreign
banking subsidiary and executive
member on the board of its
financial services subsidiary. During
her career with the CDB Group and
before being appointed CEO, she
held senior managerial posts and
had a leading role in the directorial
and functional management of the
CDB Group and the transformation
of the CDB from a government-
owned development finance
organisation into a fully-fledged
private sector bank and the growth
of its activities and assets.
Georghiou also served on the
boards of companies outside the
CDB Group.
Board meetings attendance
6
Shares controlled at
year-end 2025
Nil
Appointed since
20 March 2025
Board of directors
PETRONOR E&P ASA
ANNUAL REPORT 2025
28
Board of directors
JENS PACE
Chief executive officer
Qualifications:
Pace holds a bachelor’s degree
in Geology and Oceanography
from the University of Wales
and an MSc in Geophysics from
Imperial College, London, UK.
Experience:
Pace has over 40 years of
industry experience, initially
garnered with major companies
such as BP and Amoco. Since
2012, he has been associated
with African Petroleum
Corporation and PetroNor. With
a background in geoscience,
Pace has held senior leadership
positions in E&P for the past 20
years, operating across a variety
of international jurisdictions.
Serving as the CEO of African
Petroleum, he continued as
director after the merger with
PetroNor. On 9 February 2022
he stepped down from the
board and was appointed as
CEO.
Shares controlled at
year-end 2025
146,553
CLAUS FRIMANN-DAHL
Chief technical officer
Qualifications:
Frimann-Dahl holds a
bachelor’s degree in Petroleum
Engineering from Texas A&M
University and an MSc from the
University of Trondheim (NTH).
Experience:
Frimann-Dahl has more than
35 years of experience in the
oil and gas industry, where
he has held both managerial
and technical positions. His
experience includes operational
and management roles with
Phillips Petroleum, Norsk
Hydro, and Hess spanning
the North Sea in Norway and
Denmark, Russia, Egypt and
the US. Additionally, he was the
co-founder of Ener Petroleum, a
company that was subsequently
acquired by Dana Petroleum
and KNOC.
Shares controlled at
year-end 2025
60,456
CHRISTOPHER BUTLER
Group financial controller
Qualifications:
Butler is a Fellow of the Institute
of Chartered Accountants in
England and Wales and holds
a bachelor’s degree in Physics
from Warwick University.
Experience:
Butler brings more than
two decades of financial
and corporate expertise,
built through roles in public
practice and within the oil &
gas and mining sectors across
Africa, Asia, and Europe. His
experience spans financial
reporting, fund raising,
mergers and acquisitions, due
diligence, treasury oversight
and implementation of financial
systems.
Shares controlled at
year-end 2025
23,430
Executive management
PETRONOR E&P ASA
ANNUAL REPORT 2025
29
Board and management
Board of directors’ report
PetroNor E&P has reached several operational and strategic milestones during
2025. The total 2025 net entitlement volumes sold was 0.5 million bbls at an average
realised price of 61.32 USD/bbl
Board has adopted a strategy focused on the
current portfolio in Congo and Nigeria. Stable
production and cash flow from Congo assets have
supported the delivery of a 4.2 NOK per share
return of capital to the company shareholders.
The board of directors’ report is presented
for PetroNor E&P ASA (“PetroNor” or the
“company”) and its subsidiaries for the year ended
31 December 2025.
DIRECTORS
The names of directors of the ultimate parent entity
of the group in office during the financial year and
until the date of this report are as follows. Directors
were in office for this entire period unless otherwise
stated.
PetroNor E&P ASA
Role
First appointed
Resigned
J Iskander
Non-exec chair
8 October 2021
-
J Norman-Hansen
Non-exec director
26 January 2023
-
A Georghiou
Non-exec director
20 March 2025
-
A Fawzi
Non-exec director
26 January 2023
20 March 2025
Committees
Membership
Nomination committee
J Iskander, J Norman-Hansen
Audit and risk committee
J Iskander, J Norman-Hansen, A Georghiou
Remuneration committee
J Iskander, J Norman-Hansen, A Georghiou
OVERVIEW OF THE BUSINESS
The board of directors’ report for the PetroNor
group (the “group”) comprises PetroNor E&P ASA
(the “parent company“) and all subsidiaries and
associated companies.
PetroNor E&P ASA is a Norwegian publicly listed
liability company with its head office in Oslo,
Norway.
The company is an independent oil and gas
exploration and production company with a
portfolio of assets in countries offshore West Africa
(Republic of Congo and Nigeria).
As at 31 of December 2025, the company held,
through its Congo subsidiary, 2P oil reserves of
14.6 MMbbls and an average net production in
2025 of 4,318 bopd (2024: 4,814 bopd). The Gambia
exploration licence was relinquished in 2025.
The total 2025 net entitlement volumes sold were
540,079 bbls for USD 33 million in cash, equivalent
to an average price of USD 61.32 per barrel. As
the 2024 liftings were particularly high, achieved
through an overlifting of its entitlement interest in
stock at the Djeno oil terminal in Congo at the year-
end, part of the 2025 entitlement oil was used to
repay the overlift.
PetroNor’s project in Nigeria is focused on the
redevelopment of gas from the OML 113 licence that
holds net 2C contingent resources after completion
of the New Age transaction of 70.1 MMboe through
the jointly controlled company Aje Production AS.
The asset portfolio is supported by staff in Norway,
Africa and the UK. The management team at
PetroNor has in-depth industry experience from
the oil and gas upstream industry. Together they
have built a broad network of industry contacts,
and developed strong relationships with institutions
and trusted partners fostered over many years of
valued collaboration.
Business Strategy
Focused on Africa, the company will continue
to manage its production portfolio responsibly,
generating shareholder returns from free cash flow
while maximising the value of its redevelopment
asset. At the same time, it remains committed to
strong governance, compliance, and the careful
management of potential corporate legal risks.
PETRONOR E&P ASA
ANNUAL REPORT 2025
30
Board of directors’ report
The company’s streamlined structure and emphasis
on execution allow it to act quickly and decisively
when opportunities arise.
With many years of experience working in the
international oil and gas business, the management
and technical staff are able to apply and utilise
cutting edge industry innovations and technologies
to PetroNor’s projects globally in order to maximise
their potential value.
IMPORTANT EVENTS
Returned USD 55.8 million equivalent of share
capital to shareholders
540 kbbls oil sales lifted generating USD 33.0
million in cash
PNGF Sud five-well infill drilling campaign
completed
2025 gross exit rate was 32,000 bopd with
the new infill wells delivering more than 7,000
bopd
Transaction to increase the equity interest
in OML 113 was completed in early 2026
increasing the economic interest to 52.2 per
cent
In January 2026 Hemla Africa Holding AS a
wholly owned group company was indicted in
relation to suspected corruption committed
on its behalf
PRINCIPAL ACTIVITY
The company’s principal activity during the year
was oil and gas exploration and production.
REVIEW OF OPERATIONS
Asset overview
Republic of Congo – PNGF Sud
The company has three production licence
agreements (Tchbouela II, Tchendo II, and Tchibeli-
Litanzi II), which cover six oil fields located in
80-100 m water depths approximately 25 km off
the coast of Pointe-Noire. The complex oil field was
PETRONOR E&P ASA
ANNUAL REPORT 2025
31
Board of directors’ report
discovered in 1979, commenced production in 1987,
and is called PNGF Sud.
Since granting of the licences in January 2017,
Perenco, with partner support has been committed
to strict HSE compliance while growing production,
improving maintenance routines and field
integrity in a stepwise and prudent manner. This
led to an increase in gross production from circa
15,000 bopd gross in January 2017 to a 2025 exit
rate in excess of 32,000 bopd.
The 17-well drilling campaign targeting PNGF
Sud that commenced in 2021 saw one new well
on Tchibeli NE completed in April 2024 and is
producing at expected volumes. The infill drilling
programme was in 2025 focused on drilling and
completing five infill wells in the Tchibouela East
field. Albeit starting later than planned in the
year, the wells were all successfully drilled and
completed with good additions to the declining
production rate.
There are no further infill wells planned for
2026, but optional infill programmes in Tchendo,
Tchibouela and Tchibouela East are likely to be
added on to the 2027 programme.
The Tchendo 2 platform now includes three gas
turbines with an installed capacity of 27MW that
allows energy independence and reduce gas
emissions for the PNGF Sud licence with additional
capacity for power export and excess gas utilisation
for surrounding licences.
The PNGF Sud fields are developed with ten
wellhead platforms and currently produce from 75
active production wells, with oil exported via the
onshore Djeno terminal. With its long production
history, substantial well count and extensive
infrastructure, PNGF Sud offers well diversified and
low risk production and reserves with low break-
even cost.
The use of refurbished and recommissioned steel
structures and other equipment is part of a wider
sustainability programme focusing on increasing
the production capacity and improving the integrity
of the offshore installations.
In February 2026, PetroNor utilised services from
Three60 for third party verification of its reserves
and resources. The reserves were calculated as at
31 December 2025.
Adjusting for 2025 production as at
31 December 2025:
Participation Interest
16.83%
1P reserves (MMbbls)
10.5
2P reserves (MMbbls)
14.6
PetroNor’s contingent resource base includes
discoveries of varying degrees of maturity
towards development decisions. At the end of
the year, PNGF Sud contained a net 2C volume of
approximately 7.2 MMbbls.
Gross production during 2025 was 9.4 MMbbls,
corresponding to 1.6 MMbbls net to the company.
The current indirect participation interest is 16.83
per cent given an 84.15 per cent ownership in the
subsidiary Hemla E&P Congo which holds a 20 per
cent interest in the PNGF Sud licence.
Republic of Congo – PNGF Bis
PNGF Bis is located next to PNGF Sud and contains
two discoveries from 1985-1991 in the structures
of Loussima SW and Loussima. The company and
its PNGF Sud partners have a right to negotiate the
licence agreement.
The Council of Ministers in the Republic of Congo
has approved the award of the PNGF Bis licence
to a contractor group led by Perenco as operator
with PetroNor as a partner with a net interest
of 22.7 per cent via an 84.15 per cent ownership
in the subsidiary Hemla E&P Congo which holds
27 per cent interest in the licence. The approval
has allowed for a production sharing agreement
utilised during the year. PNGF Bis contains Net 2C
resources of 2.1 MMboe according to PetroNor’s
2025 Reserves Report. Additionally, in 2024-25
a
new 3D seismic survey was shot and processed
which covered the eastern portion of PNGF BIS
There may be attractive prospectivity revealed in
the licence. Technical and commercial evaluations
are underway with Perenco. The same 3D survey
extends to cover parts of PNGF Sud and this
may prove important to future Exploration and
Production activities.
Nigeria – OML 113 / The Aje Field
The Aje oil and gas field was discovered in 1996
with the Aje-1 well. After several appraisal wells,
the field started production in May 2016 via the
Front Puffin FPSO. Before suspending production
in 2021, Aje was producing from two wells, the
Aje-4 with oil production and Aje-5ST2 with oil
and gas production. In addition to the oil, there
is a significant gas-condensate column ready for
further development. The oil production stopped
in November 2021 due to the terminated contract
with the FPSO. The Aje field is estimated to contain
recoverable resources of 480 BCF of gas, 54
MMbbls oil, condensate and LPG.
PetroNor holds multiple stakes in OML 113 (the
licence which contains the Aje oil and gas field).
Firstly, through a joint venture with the OML 113
operator, Yinka Folawiyo Petroleum (“YFP”), in a
jointly owned company, Aje Production AS, the
parent company to licence partners Aje Production
Ltd and YFP Deepwater Company Ltd. Secondly, in
early 2026, PetroNor further increased its equity
position with the corporate acquisition of another
licence partner, Aje Exploration Nigeria Ltd, from
New Age (African Global Energy) Ltd group (“New
Age”).
PETRONOR E&P ASA
ANNUAL REPORT 2025
32
Board of directors’ report
PetroNor indirectly holds a 20.89 per cent
participating interest in the Aje field asset, with a
52.2 per cent cost-bearing interest, representing an
economic interest of between 39.17 per cent and
52.2 per cent in OML 113. The acquisition of New
Age’s Aje interests has increased PetroNor’s net 2C
contingent resources in Aje from 27.1 MMboe to
70.1 MMboe.
The plan is to proceed toward an FID involving
changeout of the FPSO, drilling further gas and oil
development wells, building a 30 km pipeline to
shore to a receiving LPG plant close to the export
compressor station of the West African Gas Pipeline
(WAGP).
Condensate and oil will be produced and offloaded
offshore while offtake agreements will include
gas sales and swap arrangement for gas and LPG
products.
Current activities include building 3D subsurface
static and dynamic models upon the recently
reprocessed seismic data. This will form the basis of
the final well and field layout.
The Gambia – A4
PetroNor and Gambia National Petroleum
Corporation (“GNPC”) had a Joint Operating
Agreement (“JOA”) for the A4 Licence. GNPC,
as Government licensee, had a 10 per cent
participating interest in the licence.
Initially, the first exploration period was three
years, split into two 18-month periods with the
first period aimed at additional prospect technical
maturation leading to a drill or drop decision. In
2024, PetroNor signed an agreement to extend
the first period by a further 18 months. A well
commitment is made upon entry to the second
18-month period in November 2025.
Following discussions with the Government of
The Gambia to extend the second phase of the
licence PetroNor announced on 2 December 2025
that it was relinquishing its right to the licence.
The Company would like to thank the Ministry of
Petroleum and Energy, the Petroleum Commission,
and its partner, GNPC, for their support and close
collaboration over the past years of the licence
term.
Contingent Asset – Guinea-Bissau – Sinapa 2 and
Esperança 4A & 5A
Following the farm-out of 100 per cent of the equity
in both Sinapa 2 and Esperança 4A & 5A licences
PetroNor retains an upside interest in the licences.
In the event that an exploration well proves
successful, and the subsequent development
produces oil and/or gas, a further USD 60 million
will be paid, split into USD 30 million paid on
government approval of a field development plan
and USD 30 million on achievement of continuous
production. Management’s risked assessment of
the valuation of this contingent asset is reflected
in a balance sheet valuation of USD 1.9 million. The
Atum 1-X well was drilled in 2024, during the year
work continued in evaluating the results and it has
assisted in the de-risking of follow-up drill targets.
REVIEW OF OPERATIONS
Corporate
Board appointments
A Georgiou was appointed to the board on
20 March 2025 as Azza Fawzi did not stand for
re-election.
Currently the board has three members.
Indictment of Hemla Africa Holding AS (“Hemla”)
In January 2026, Økokrim, the economic crime
unit in Norway, decided to indict Hemla in relation
to suspected corruption committed on behalf of
Hemla in the Congo by indicted individuals formerly
associated with the Company. However, Økokrim
decided to not press charges relating to suspected
market manipulation on behalf of PetroNor.
Hemla categorically contests the indictment
and awaits the opportunity to have the case
thoroughly examined in court. It is understood
that the initial hearing will commence in late 2026
and the trial is expected to last 10 weeks with a
ruling announcement in 2027. Any result will
most
probably then be subject to appeal by either side,
therefore the final decision outcome will take some
time.
The indictment creates a legal obligation to incur
defence costs and exposes Hemla to the risk of
potential fines and penalties depending on the final
outcome of the court process.
Hemla is a 100 per cent indirect subsidiary of the
Company, and the majority shareholder of Hemla
E&P Congo SA, which is the holder of a 20 per
cent interest in the PNGF Sud licences in Congo
Brazzaville.
Shareholder distribution
Two tranches of capital, totalling USD 55.8 million
were repaid to shareholders during 2025 . In
January 2025, USD 25.2 million at 2.0 NOK per share
was paid and in May, USD 30.6 million at 2.2 NOK
per share was repaid.
FINANCIAL REVIEW
The board of directors (“the board”) confirms
that the annual financial statements have
been prepared pursuant to the going concern
assumption, and that this assumption was realistic
at the balance sheet date. The going concern
assumption is based upon the financial position of
the group and the development plans currently in
place.
The going concern basis assumes the continuity
of normal business activity and the realisation of
assets and the settlement of liabilities in the normal
course of business. The underlying business of
PETRONOR E&P ASA
ANNUAL REPORT 2025
33
Board of directors’ report
the group created a net profit after tax of USD 11.1
million for the year ended 31 December 2025. As at
31 December 2025, the group had a cash balance of
USD 58.9 million (2024: USD 79.7 million).
The company is listed on the Oslo Børs’ main
exchange. It achieved a stable rate of production
and cash generation from the operation in Congo
and together with its strong balance sheet position,
it has enabled the directors of PetroNor (“the
directors”) to form the opinion that the company
will be in a position to continue to meet its liabilities
and obligations for a period of at least twelve
months from the date of signing this report.
This financial report does not include any
adjustments relating to the recoverability and
classification of recorded asset amounts or to the
amounts and classification of liabilities that might
be necessary should the group not continue as a
going concern.
The following financial review is based on the
financial statements of PetroNor E&P ASA and its
subsidiaries. The statements have been prepared
in accordance with IFRS® Accounting Standards as
adopted by the EU as well as Norwegian accounting
legislation.
In the view of the board, the statement of
comprehensive income, statement of changes
in equity, statement of financial position and
cash flow provide satisfactory information
about the operations, financial results and
position of the group and the parent company at
31 December 2025.
The consolidated financial statements are
presented in US dollars.
PETRONOR E&P ASA
ANNUAL REPORT 2025
34
Board of directors’ report
PETRONOR E&P ASA
ANNUAL REPORT 2025
35
Board of directors’ report
Consolidated statement of comprehensive income
Key consolidated income statement figures
For the year ended 31 December
Amounts in USD million
2025
2024
Revenue from sales of petroleum products
33.1
139.9
Assignment of tax oil
31.1
40.0
Assignment of royalties
18.9
24.4
Marketing fees
-
0.2
Revenue
83.1
204.5
EBITDA
63.2
102.4
Net profit/(loss)
11.1
42.2
Quantity of oil lifted (barrels)
540,079
1,795,459
Average selling price (USD per barrel)
61.32
77.94
Quantity of net oil produced after royalty, cost oil and tax oil (barrels)
1,110,370
1,202,459
The directors report EBITDA of USD 63.2 million
for the year ended 31 December 2025. Financial
performance for the year reflects a materially lower
lifting cadence, with only one lifting completed
during the fourth quarter. This timing difference
significantly reduced revenue to USD 83.1 million
compared with the prior year. Despite the lower
revenue base and softer realised oil prices, the
Group maintained positive operating margins
supported by continued cost discipline and the
unwinding of the prior year overlift position,
resulting in a net profit of USD 11.1 million.
Oil lifted during the year totalled 540,079 barrels
compared with 1,795,459 barrels in 2024, reflecting
lifting timing rather than a structural reduction in
production capability. Net production after royalty,
cost oil and tax oil remained comparatively stable
year-on-year. The unwinding of the overlift position
reduced cost of sales volatility and improved
alignment between production and entitlement.
Operational investment during the year focused on
sustaining and enhancing production capacity, the
unwinding has also delivered a more favourable
gross profit margin than the prior year, despite
a lower sale price per barrel. An infill drilling
programme in the Tchibouela East field added five
new wells, contributing a gross production increase
of over 7,000 barrels of oil per day. Restoration
work on two high-rate wells further strengthened
production reliability. These investments underpin
the group’s ability to support future lifting
schedules.
In the Gambia, funding of USD 1.7 million was
incurred, prior to the relinquishment of PetroNor’s
licence in the last quarter of 2025. Subsequently, an
impairment of USD 6.7 million was recognised.
Administrative expenses reduced significantly
during the year to USD 8.0 million (2024: USD 14
million), reflecting sustained cost control initiatives,
particularly within the corporate function. Legal
and professional expenses decreased following the
conclusion of the DoJ’s regulatory inquiry.
Financial position, financing and equity
Condensed consolidated balance sheet
At 31 December
Amounts in USD million
2025
2024
Current assets
81.8
162.4
Non-current assets
129.6
138.8
Total assets
211.4
301.2
Current liabilities
10.6
45.1
Non-current liabilities
32.6
35.2
Total liabilities
43.2
80.3
Net assets
168.2
220.9
Capital and reserves attributable to owners of the parent
147.7
196.2
Non-controlling interests
20.5
24.7
Total equity
168.2
220.9
The Group ended the year with a strong position
of liquidity and no external debt. Cash at
31 December 2025 was USD 58.9 million. Working
capital movements were primarily driven by lifting
timing. Trade receivables reduced to nil as all oil
lifted during the year had been sold and settled
before year-end.
PETRONOR E&P ASA
ANNUAL REPORT 2025
36
Board of directors’ report
At year-end PetroNor held an economic interest
in the order of 38.8 per cent in OML 113.
Consideration shares for PetroNor’s contribution
have not been issued yet. The initial USD 11.0
million consideration and PetroNor’s subsequent
USD 2.5 million funding of the joint venture
developing this asset are currently classified
as an “other receivable” on the balance sheet
at 31 December 2025. Once the issue of shares
is formally recognised this will be reclassified
as an investment and recognised at fair value.
Subsequent to year-end, PetroNor has completed
a post year-end deal with NewAge Exploration
Nigeria Ltd to acquire their interest in the
OML 113 licence, giving PetroNor an economic
and JOA voting interest of 52.2 per cent. A USD
7.6 million receivable is held on the balance sheet
representing purchase consideration.
Property, plant and equipment increased by
USD 16.8 million following continued investment
in production assets, including the infill drilling
program. After depreciation, the net carrying value
decreased by USD 4.8 million. Inventories increased
by USD 1.8 million to support ongoing operational
requirements.
The group has advanced USD 31.7 million
(2024: USD 30 million) toward decommissioning
obligations, classified as a non-current receivable.
Provisions totaled USD 32.6 million (2024: USD 35.2
million) following updated operator assessments
incorporating revised inflation assumptions. Trade
and other payables increased modestly by USD 1.2
million, reflecting operational timing.
Funding
The group operated throughout 2025 without
taking on external debt, maintaining a conservative
capital structure. Operational cash generation
supported capital investment, portfolio funding
commitments and shareholder distributions while
preserving financial flexibility.
Cash Flow
Cash generated from operations totalled USD
61.5 million, demonstrating the resilience of the
producing asset base despite reduced lifting
volumes. Investing cash outflows of USD 20.4
million primarily relate to capital expenditure on
the producing PNGF SUD asset. Financing outflows
of USD 61.8 million reflect a return of capital and
dividends to non-controlling interests. These
distributions were completed while maintaining a
strong year-end cash position.
Parent company results
At the presentation date of the financial
statements, the parent entity of the group was
Norway.
The company reported a loss for the period of
USD 7.2 million (2024: USD 8.1 million). In the
prior year, the company’s financial activities were
corporate including professional fees and fees for
the services of the board of directors.
Dividends paid or recommended
In the fourth quarter of 2024, shareholder return
of capital equivalent to 2 NOK per share was
proposed. This was approved at the Extraordinary
General Meeting post year-end and paid on
31 January 2025. A further distribution of capital
was proposed and approved in May 2025
equivalent to 2.2 NOK per share.
RISK FACTORS
Operational risk factors
The group participates in oil and gas projects in
countries in West Africa with emerging economies,
such as the Republic of Congo (Brazzaville) and
Nigeria.
Oil and gas exploration, development and
production activities in such emerging markets
are subject to significant political and economic
uncertainties that may include, but are not limited
to, the risk of war, terrorism, expropriation,
nationalisation, renegotiation or nullification of
existing or future licences and contracts, changes in
crude oil or natural gas pricing policies, changes in
taxation and fiscal policies, imposition of currency
controls and imposition of international sanctions.
Travel bans, asset freezes or other sanctions may
be imposed and have historically been imposed on
countries in which the group operates.
The jurisdictions in which the group operates may
also have less developed legal systems than more
established economies which could result in risks
such as:
i.
effective legal redress in the courts of such
jurisdictions, whether in respect of a breach of
law or regulation, or in an ownership dispute,
being more difficult to obtain;
ii.
a higher degree of discretion on the part of
governmental authorities;
iii. the lack of judicial or administrative guidance on
interpreting applicable rules and regulations;
iv. inconsistencies or conflicts between and within
various laws, regulations, decrees, orders, and
resolutions; or
v.
relative inexperience of the judiciary and courts
in such matters.
In certain jurisdictions, the commitment of
local business people, government officials and
agencies, and the judicial system to abide by legal
requirements and negotiated agreements may be
more uncertain, creating particular concerns with
respect to the company’s licences and agreements
for business. These may be susceptible to revision
or cancellation and legal redress may be uncertain
PETRONOR E&P ASA
ANNUAL REPORT 2025
37
Board of directors’ report
or delayed. There can be no assurance that joint
ventures, licences, licence applications or other
legal arrangements will not be adversely affected
by the actions of government authorities or others
and the effectiveness of and enforcement of such
arrangements in these jurisdictions cannot be
assured. The jurisdictions in which the group has
operations have a low score on the Transparency
International’s Corruption Perception Index,
which implies that these countries are perceived
as jurisdictions where there is a higher risk of
corruption.
Transparency International Corruption
Perceptions Index 2025
Country
Score
Rank
Norway
81
4
Sweden
80
6
Australia
76
12
United Kingdom
70
20
Cyprus
55
49
The Gambia
37
99
Nigeria
26
142
Congo
23
153
The group may also target acquisitions in other
countries in Africa. The production sharing or other
licencing contracts in such jurisdictions may provide
for payments to the governments and/or national
oil companies (farm-in fees, signature bonuses,
taxes, training budgets, equipment budgets,
carry of certain expenditures, etc.). Furthermore,
the group has a number of consultants working
for it in the area. Although the group believes all
its consultancy agreements are entered into on
clear and transparent terms, there is a risk that
agents or other persons acting on behalf of the
group may engage in corrupt activities without the
knowledge of the group. Under applicable laws
relating to the group’s assets, local participation
is or may be required in the oil and gas sector,
but it may prove difficult to always receive final
confirmation as to who the ultimate owners and
affiliations of such local partners are. Through the
group’s investigation, it has not been possible to
substantiate ultimate ownership and affiliations
of all, current local partners in Congo and there
can be no assurance that there are no government
affiliations within the ultimate shareholders of
the local partners in Congo. Corrupt practices of
third parties or anyone working for the group or
any of its affiliated parties, or allegations of such
practices, may have a material adverse effect on
the reputation, performance, financial condition,
cash flow, prospects and/or results of the group.
Following the Økokrim indictment in the matter of
Hemla Africa Holding AS, business partners may be
required to perform enhanced KYC procedures on
PetroNor before they can engage with the group.
This may cause delays to new operations or even
stop possible relationships depending on the risk
profiles of individual businesses.
Business risk factors
The group’s business, results of operations, value of
assets, reserves, cash flows, financial condition and
access to capital depend significantly upon, and
may be adversely affected by, the level of oil and
gas prices, which are highly volatile.
The group’s revenues, cash flow, reserve
estimates, profitability and rate of growth depend
substantially on prevailing international and local
prices of oil and gas. Prices for oil and gas may
fluctuate substantially based on factors beyond
the group’s control. Consequently, it is impossible
to accurately predict future oil and gas price
movements. Oil and gas prices are volatile and
have witnessed significant changes in recent years,
for many reasons, including, but not limited to,
changes in global and regional supply and demand,
geopolitical uncertainty, availability of equipment
and new technologies, weather conditions and
natural disasters, terrorism as well as global and
regional economic conditions. Sustained lower oil
and gas prices or price declines may inter alia lead
to a material decrease in the group’s net production
revenues.
Currently, all of the group’s production comes from
fields in the PNGF Sud asset in Congo Brazzaville.
The group’s operations and cash flow is restricted
to a very limited number of fields.
If mechanical or technical problems, storms,
shutdowns or other events or problems affect
the current or future production of the current
producing assets of the group, or new fields coming
into production, it may have direct and significant
impact on a substantial portion of the group’s
production and hence the group’s revenue, profits
and financial position as a whole.
Rising climate change concerns have led and
could lead to additional legal and/or regulatory
measures which could result in project delays or
cancellations, a decrease in demand for fossil fuels
and additional compliance obligations, each of
which could materially and adversely impact the
group’s costs and/or revenues.
In general, the group’s operations are subject to
risks which are typical for the offshore oil and gas
industry, all of which may have a material adverse
effect on the group’s operations, cash flow and
financial position, relating (but not limited) to the
following:
extension of existing licences and permits,
including whether any extensions will be subject
to onerous conditions;
delays, cost inflation, potential penalties,
and regulatory requirements with respect
to exploration, development projects and
production of hydrocarbons, which may lead
to hydrocarbon production being restricted,
delayed or terminated due to a number of
internal or external factors;
PETRONOR E&P ASA
ANNUAL REPORT 2025
38
Board of directors’ report
decommissioning obligations and activities
which will incur costs that may be in excess of
expectations and budgets;
third-party operators and partners and conflicts
within a licence group;
capacity constraints and cost inflation in the
service sector and lack of availability of required
services and equipment;
legal disputes and legal proceedings the group
may be involved in in order to defend or enforce
any of its rights or obligations under its licences,
agreements or otherwise, which may be costly
and time consuming;
legal charges against individuals who are related
to the company, i.e. the ongoing prosecution
against persons who are major shareholders of-
and related to the company, which may lead to
reputational damage and complications related
to the group’s dealing with third parties and the
authorities and its raising of debt and equity
financing;
restricted or limited access to necessary
infrastructure or capacity booking for the
transportation of oil and gas;
restrictions with respect to offtake of oil and
gas, including currency exchange regulations
delaying or preventing timely settlement, off-
taker credit risks as well as hostilities or acts of
terrorism or war preventing offtake or impeding
offtake and further production of crude;
restrictions in the ability to sell or transfer
licence interests due to regulatory consent
requirements, provisions in its joint operating
agreements, including pre-emption rights, if any,
or applicable legislation;
extremely complex and stringent regulations
concerning health, safety, and environment
issues; and capsising, environmental pollution to
sea and air and other maritime disasters.
Financial risk factors
The overall risk management programme seeks
to minimise the potential adverse effects of
unpredictable fluctuations in financial markets on
financial performance, i.e., risks associated with
currency exposures and debt servicing. Financial
instruments such as derivatives, forward contracts
and currency swaps are continuously being
evaluated for the hedging of such risk exposures.
Due to the international nature of its operations,
the group is exposed to risk arising from currency
exposure, primarily with respect to the Norwegian
Kroner (NOK), the Great British Pound (GBP) and
PETRONOR E&P ASA
ANNUAL REPORT 2025
39
Board of directors’ report
the Central African CFA franc (XAF) which is pegged
to the Euro (EUR).
The group’s activities are and will continue to
be capital intensive. The group expects future
investments into existing and new hydrocarbon
assets to be served by cash flow from ongoing
operations. However, it is also expected that the
group will look to raise debt to part-fund future
growth. Uncertainties arising from the indictment
of a group company may make access to capital
markets challenging. Financing may only be
available on unfavourable or restrictive terms.
Restrictions in access to capital may make the
group lose or forego attractive opportunities which
in turn would have a negative impact on the group’s
financial position and future prospects.
SHARE CAPITAL
PetroNor E&P ASA is listed on the Oslo Stock Exchange
where it trades under the ticker symbol PNOR.
The company has one class of shares in issue,
and in accordance with the Norwegian Public
Limited Companies Act, all shares in that class
provide equal rights in the company. Each of the
shares carries one vote. The shares are freely
transferrable. The Articles of Association do not
provide for any restrictions on the transfer of
shares, or a right of first refusal for the shares.
Share transfers are not subject to approval by
the board of directors. The shares are registered
in book-entry form with the Norwegian
Central Securities Depository (VPS) and have
NO0012942525.
At 11 March 2026, the company had 6,479
shareholders and 142,356,855 shares. The table
below shows the 20 largest shareholders in the
company:
#
Shareholder
Number of shares
Per cent
1
Petromal LLC
1
48,148,167
33.82%
2
Symero Limited
2
14,226,364
9.99%
3
Ambolt Invest AS
3
8,758,329
6.15%
4
Sjøvollen AS
5,979,072
4.20%
5
Gulshagen III AS
4
4,500,000
3.16%
6
Gulshagen IV AS
4,378,008
3.08%
7
Nordnet Bank AB
3,419,936
2.40%
8
Clearstream Banking SA
2,951,271
2.07%
9
Nordnet Livsforsikring AS
2,947,397
2.07%
10
Interactive Brokers LLC
1,965,101
1.38%
11
The Bank of New York Mellon SA/NV
1,071,688
0.75%
12
Saxo Bank A/S
1,000,399
0.70%
13
Omar Al-Qattan
764,546
0.54%
14
Leena Al-Qattan
764,546
0.54%
15
Enga Invest AS
595,204
0.42%
16
Reodor AS
580,000
0.41%
17
Avanza Bank AB, Meglerkonto
567,825
0.40%
18
BNP Paribas
567,242
0.40%
19
Morgan Stanley & Co. Int. Plc.
545,407
0.38%
20
UBS Switzerland AG
499,630
0.35%
Subtotal
104,230,132
73.22%
Others
38,126,723
26.78%
Total
142,356,855
100.00%
1
All of the shares held by Petromal LLC are recorded in the name of nominee company, Clearstream Banking S.A. on behalf of
Petromal LLC. PetroNor chair of the board, Mr. Joseph Iskander is the Chief executive officer of Emirates International Investment
Company, sister company to Petromal LLC.
2
Symero Limited is a company controlled by NOR Energy AS.
3
Ambolt Invest AS is a company controlled by board member Mr. Norman-Hansen.
4
Gulshagen III AS is a company controlled by Sjøvollen AS.
Options
Unissued shares under option
At the date of the publishing of this report there
were no share options in the company.
No ordinary shares were issued on the exercise of
options in 2025 (2024: nil).
Interests in shares & options
At the date of this report:
Board member, Jarle Norman-Hansen holds
directly and through an indirect beneficial
interest 8,973,389 shares. No other current
directors hold shares or options.
CEO, Jens Pace holds 146,553 shares.
Meetings of directors
The board of PetroNor E&P ASA held a total of
seven board meetings and one extraordinary
meeting in 2025.
PETRONOR E&P ASA
ANNUAL REPORT 2025
40
Board of directors’ report
Indemnifying directors and officers
The group has taken out an insurance policy to
indemnify the directors and officers of the group
against liability when acting for the group.
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE (ESG)
PetroNor’s Sustainability page 47 contains
detailed reporting information on the Company’s
sustainability performance and approach and
risk management processes. PetroNor seeks
to ensure respect for human rights, by being a
safe and fair employer, minimise the impact of
its operations on the environment, and ensure a
transparent corporate culture when dealing with all
stakeholders.
As a responsible business, PetroNor has aligned
with the United Nations (UN) Sustainability
Development Goals (SDGs) whilst all SDGs are
important to us through our values and our way of
working we have identifies four key areas where we
have the most potential to influence and add-value.
1.
Health and Well-Being: PetroNor seeks to
promote good health and well-being through the
provision of a safe working environment across
all our operations
2.
Affordable and clean energy: PetroNor
recognises the role of natural gas as an energy
transition fuel and is actively seeking to progress
this through our redevelopment of the OML 113
field.
3.
Decent work and economic growth: PetroNor
promotes ethical and fair practises at all its sites
4.
Strong institutions to promote peace and justice:
PetroNor has established robust policies in
order to apply ethical practises.
Whilst PetroNor is no longer expected to fall within
the scope of mandatory CSRD reporting following
the proposed EU omnibus package revisions. In the
Sustainability report PetroNor sets out its approach
to the sustainability topics that we consider to
have the most material impacts, risks and rewards.
PetroNor strives to maintain high ethical standards
throughout the organisation.
PetroNor has identified pollution and climate
change as key environmental concerns. The
company is active in an emission-intensive sector,
and as such places a strong emphasis on mitigating
harmful emissions by adapting our ways of working
where it is feasible and suitable.
PetroNor continues its efforts on governance,
with internal training sessions held focussing
on governance and anti-corruption awareness.
PetroNor E&P’s board of directors has established
and are regularly updating the corporate
governance framework, which includes corporate
values, ethical guidelines, and policies as outlined
in the Code of Conduct.
PetroNor conducted a supervised workshop with
the stated aim being to re-evaluate and update the
company’s risk assessment in accordance with the
obligations under the Transparency Act.
Key Indicators for reporting
PetroNor’s second extensive GHG emissions
reporting information in alignment with the GHG
Protocol, has been included in the Sustainability
report on page 58.
The total emissions were slightly lower in 2025
compared to 2024. However, as the production also
was lower, the carbon intensity of our production
was slightly up. But as part of dedicated efforts to
reduce flaring of gas, we are happy to see these
efforts have started to pay off.
The company has a pro-active focus on gender
diversity, safe and healthy workplaces, and
social dialogue, in particular within the internal
organisation, but also in the full value chain. With
regards to gender one out of three director are
female. The organisation holds 60 per cent females
while there are no females in the management.
There were no incident or accidents reported in
2025. Employees and consultants with PetroNor
work at several locations and not all have a firm
office address for their work. This allows employees
to work independently and to a large extent plan
their workdays as best fitted for each employee and
consultant. To mitigate the disadvantages of such
a working situation, the management encourages
and organises frequent virtual meetings as well
as physical social events bringing all employees
together.
Corporate governance
Good corporate governance supports long-term
value creation for shareholders, employees, and
stakeholders. PetroNor’s board has established
governance principles to clarify roles between the
board, executive management, and shareholders,
based on the Norwegian Code of Practice for
Corporate Governance.
PetroNor E&P ASA is subject to annual corporate
governance reporting requirements under
section 2.9 of the Norwegian Accounting Act and
the Norwegian Code of Practice for Corporate
Governance, cf. section 7 on the continuing
obligations of stock exchange listed companies.
The Accounting Act may be found (in Norwegian) at
www.lovdata.no.
The Norwegian Code of Practice
for Corporate Governance, which was last revised
on 28 August 2025 , may be found at
www.nues.no.
The group’s Code of Conduct is available on the
company’s website. The annual statement on
corporate governance for 2025 has been approved
by the board and can be found on pages
22-26 in
this annual report. There are no deviations from
the Norwegian Code of Practice for Corporate
Governance.
PETRONOR E&P ASA
ANNUAL REPORT 2025
41
Board of directors’ report
RESEARCH AND DEVELOPMENT
The group made no investments in research and
development in 2025 or 2024.
PAYMENTS TO GOVERNMENTS
This country-by-country report has been
prepared to comply with the legal requirements
in the Norwegian Securities Trading Act
(“Verdipapirhandelloven”) § 5-5a. The detailed
regulation can be found in the regulation “Forskrift
om land-for- land rapportering”.
In 2025, the company was engaged in extracting
activities encompassed by the legislation above in
the following countries: Republic of Congo and The
Gambia. This report discloses relevant payments
to governments for extractive activities in the
countries above, in addition to some contextual
information as required by the regulation in the
“Forskrift om land- for-land rapportering”.
Basis for preparation
The report includes direct payments to
governments from subsidiaries, joint operations,
and joint ventures. In some cases, however, certain
payments to governments may be made by an
operator on behalf of a partnership. This is often
the case for area fees. In such cases, the company
will report their paying interest share of the
payment made by the operator.
Definitions
Government
– In the context of this report, a
government means any national, regional, or local
authority of a country. It includes a department,
agency or undertaking controlled by that authority.
Project
– For this reporting, a project is defined as
an investment in a concession agreement.
Licence fees
– Typically levied on the right to use
a geographical area for exploration, development,
and production, and include rental fees, area
fees, entry fees, severance tax, concession fees
and other considerations for licences and/or
concessions. Administrative government fees that
are not specifically related to the extractive sector,
or to access extractive resources, are excluded.
Materiality
– As per the “Forskrift om land-for-land
rapportering”, payments made as a single payment,
or as a series of connected payments that equal or
exceed Norwegian Kroner (NOK) 800 000 during
the year are disclosed.
Reporting currency
– Payments to governments
are converted from the functional currency of each
legal entity into the presentation currency, United
States Dollars (USD). The payments for entities
whose functional currencies are other than USD are
converted into USD at the foreign exchange rate at
the average annual rate.
Payments to governments and contextual
information
The consolidated overview below discloses the sum
of the company’s payments to governments in each
individual country where extractive activities are
performed, per country/project.
Payments per project
In USD thousand
Royalties
Oil tax
Other amounts
Total
PNGF Sud
18,887
31,111
1,659
51,657
Total Congo
18,887
31,111
1,695
51,657
A4
Nil
Nil
290
290
Total The Gambia
Nil
Nil
290
290
“Other amounts” include payroll, payments under licence obligations, and other local taxes.
Joint Venture payments to governments under equity investments have not been reported .
Legal entities by country
As per the “Forskrift om land-for-land rapportering”
it is required that the company report on certain
contextual information at a corporate level. This
includes information on localisation of subsidiary,
employees per subsidiary, and interests paid or
payable to other legal entities within the group.
PETRONOR E&P ASA
ANNUAL REPORT 2025
42
Board of directors’ report
Active legal corporate structure of the group during 2025 is set out below:
Main country of
operations
Number of
employees
1
Interest paid or payable
to a group entity
/USD thousand
Norway
PetroNor E&P ASA
Norway
-
3,860
PetroNor E&P Services AS
Norway
2
-
Hemla Africa Holding AS
Norway
-
-
Australia
PetroNor E&P Pty Ltd
Australia
-
1,381
Cyprus
PetroNor E&P Ltd
Cyprus
-
964
Republic of Congo
Hemla E&P Congo SA
Republic of Congo
3
-
United Kingdom
PetroNor E&P Services Ltd
United Kingdom
2
-
Cayman Islands
African Petroleum Corporation Ltd
Cayman Islands
-
-
PetroNorE&P Gambia Ltd
The Gambia
3
-
Sweden
PetroNor E&P AB
Guinea-Bissau
-
-
1 Average number of employees during the year excluding directors.
SIGNIFICANT EVENTS AFTER THE BALANCE
DATE
In January 2026, Økokrim decided to formally indict
group subsidiary Hemla Africa Holding AS (“Hemla”)
in relation to suspected corruption committed on
behalf of Hemla in the Congo. Hemla categorically
contests the indictment, though the indictment
creates a legal obligation to incur defence costs and
exposes Hemla to the risk of potential fines and
penalties depending on the final outcome of the
court process.
No provision or contingent liability has been
recognised for the indictment of Hemla in the 2025
financial report and the indictment is classified
as a non-adjusting, post-balance sheet event.
PetroNor will continue to reassess recognition and
measurement of the potential financial impact as
the legal process progresses.
In February 2026, PetroNor further increased
its economic interest in the OML 113 licence in
Nigeria from 20.2 per cent to 52. 2 per cent, with
completion of the corporate acquisition of JV
partner on the licence, NewAge Exploration Nigeria
Ltd. On 8 April 2026, 964,000 bbls of oil were lifted
and sold from the Djeno terminal in Congo.
LIKELY DEVELOPMENTS AND EXPECTED
RESULTS
The directors remain focused on maximising
value from the Group’s producing assets through
disciplined capital allocation, operational efficiency
and targeted development activity. Enhanced
production capability positions the portfolio to
support future lifting cadence, while continued cost
control strengthens resilience across commodity
price cycles. The Group enters the new financial
year with a debt-free balance sheet, solid liquidity
and a clear focus on value-generating production
assets.
With the current phase of the PNGF Sud infill
drilling campaign now completed, drilling is
expected to restart in 2027.
The Company will provide additional information
on the expected timing of the Økokrim related
court proceedings as it becomes available.
However, it is already clear that a final decision may
take time.
Oslo, Norway, 29 April 2026
The board of directors and CEO – PetroNor E&P ASA
Joseph Iskander
A
ndri Georghiou
Jarle Norman-Hansen
Jens Pace
Chair
Director
Director
CEO
The board wishes to thank the staff, consultants, services providers and shareholders
for their continued commitment to the company.
PETRONOR E&P ASA
ANNUAL REPORT 2025
43
Board of directors’ report
PETRONOR E&P ASA
ANNUAL REPORT 2025
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Board of directors’ report
PETRONOR E&P ASA
ANNUAL REPORT 2025
45
ESG report
Sustainability
UN Sustainable Development Goals
...........................................................
47
Sustainability report 2025
............................................................................
48
General information
.......................................................................................
49
Environmental information
..........................................................................
56
Social information
..........................................................................................
62
Governance information
...............................................................................
66
Transparency Act Statement
.........................................................................
68
PETRONOR E&P ASA
ANNUAL REPORT 2025
46
ESG report
UN Sustainable
Development Goals
PetroNor has aligned with the United Nations Sustainability Development Goals
(SDGs) to contribute to global sustainable development efforts.
As a responsible business, we support each of the SDG, and all SDGs are important to
us through our values and our way of working.
Four key SDGs have been identified by PetroNor to be the areas where we have the
most potential to influence and add value.
SDG 3
Good health and
well-being
PetroNor’s aim is zero
accidents and a safe
work environment
across all operations.
We actively seek to
improve and address
concerns from
employees and third
parties. In 2025, the
company funded
facilities at a hospital
in The Gambia.
SDG 7
Affordable and
clean energy
Recognising natural
gas as a crucial energy
transition fuel in
Africa, PetroNor is
working to realise
a redevelopment
project supplying
local markets with
natural gas and LPG
in particular, with the
purpose of increased
clean cooking.
SDG 8
Decent work and
economic growth
PetroNor prioritises
local employment and
promote ethical and
fair wages principles
at all its sites. This
positively contributes
to decent work and
economic growth
wherever we operate.
SDG 16
Peace, justice, and
strong institutions
PetroNor has
established robust
policies to emphasise
the importance of
ethical practices. We
monitor conflicts or
social instability near
our operations, and
we remain committed
to peace and justice.
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Chris Butler
Group financial controller
Performance highlights 2025
C
omprehensive GHG
emissions reporting
Completed PetroNor’s second extensive GHG emissions
reporting in alignment with the GHG Protocol, ensuring accurate
field data for Scope 1 and Scope 2 emissions.
Risk assessment
PetroNor conducted a supervised workshop with the stated aim
being to re-evaluate and update the company’s risk assessment
in accordance with the obligations under the Transparency Act.
Governance efforts
PetroNor continues its efforts on governance, with internal training
sessions held focussing on governance and anti-corruption
awareness.
Sustainability report 2025
Comments from the Group Financial Controller
In 2025 PetroNor has established comparable emissions accounts
Although the EU is in the process of easing ESG
reporting for companies like PetroNor, a direction
which we support, the company is continuing to
follow up on earlier years efforts on the subject. EU
in April 2025 issued an omnibus that de facto delayed
our reporting requirements by at least 2 years. This
year’s report on ESG is thus partly voluntary, but with
several aspects of the report as per the requirements
of Norwegian law.
In 2025, PetroNor has continued to improve on its
sustainability efforts, now with comparable emissions
data. The total emissions were slightly lower in 2025
compared to 2024. However, as the production also
was lower, the carbon intensity of our production was
slightly up. But as part of dedicated efforts to reduce
flaring of gas, we are happy to see these efforts have
started to pay off.
We continue to give strong support to the operator
of our main asset in the Republic of Congo in their
efforts to operate the fields in an ESG-prudent
manner. Further, we progress the Aje gas field
re-development to provide cleaner energy for Nigeria
and surrounding countries. This project supports the
efforts by the International Energy Agency, Norway
and the US with regards to improving clean cooking in
Sub-Sahara, being an area of serious health concerns
in many countries.
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General information
About the report
This is PetroNor E&P’s 2025 Sustainability Report. We have used the European
Sustainability Reporting Standards (ESRS) to guide our reporting. However, there
are uncertainties when PetroNor will be in the scope of reporting. The EU Omnibus
Package proposal postponed the CSRD application for listed SMEs by two years but
in view of the expected rise in the CSRD applicability thresholds, PetroNor is not
expected to fall within the scope of the CSRD. Regardless, PetroNor continues to have
a proactive stance towards future sustainability compliance.
The scope of the sustainability report is the same as
for the financial statements, with an additional focus
on reporting material topics within our value chain.
The report covers the fiscal year from 1 January
2025 to 31 December 2025. The environmental,
social and governance (ESG) sections of PetroNor’s
sustainability report cover the sustainability topics
which we consider having material impacts, risks,
and opportunities.
The sustainability reporting has not been externally
assured.
PetroNor is no longer expected to fall within the
scope of mandatory CSRD reporting following the
proposed EU omnibus package revisions.
Under the updated proposal, reporting
requirements would apply only to large
undertakings with more than 1,000 employees and
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either turnover above EUR 50 million or a balance
sheet total above EUR 25 million thresholds
PetroNor does not meet.
Companies with up to 1,000 employees would
instead be covered by a forthcoming voluntary
reporting standard to be adopted by delegated
act, meaning compliance would no longer be
mandatory.
In addition, the package introduces a two-
year postponement of reporting requirements
for companies that have not yet begun CSRD
implementation and for listed SMEs (Waves 2 and
3), intended to give co-legislators time to finalise
substantive changes. As we understand it, this is
not applicable to PetroNor.
Together, these adjustments indicate that
PetroNor is currently out of scope and may
remain so indefinitely if the revised thresholds are
adopted. However, PetroNor annually publishes a
sustainability report.
Any questions related to this report, or the
sustainability work can be directed to:
SUSTAINABILITY GOVERNANCE
PetroNor recognises the importance of sound
sustainability governance to identify and manage
risks associated with environmental, social and
governance factors. The governance structure
ensures that we adhere to laws and regulations and
demonstrates how our commitment builds trust
towards our stakeholders.
Governing bodies
The board of directors and the CEO are responsible
for the day-to-day management of the company,
which includes responsibility for sustainability
matters of material importance. PetroNor has
organised the responsibility for sustainability under
the finance function, ensuring that our objectives
are aligned and integrated.
Additionally, PetroNor has used external
consultants to aid the development and
implementation of the company’s sustainability
efforts.
The composition and diversity of the board of
directors and management
A diverse group of decision-makers reflects
PetroNor’s commitment to approach its work with
a nuanced and multi-layered perspective.
The board of
directors gender
diversity ratio
33%
One female
and two males
Independent
board members
ratio
66%
Two independent and
one non-independent
The management
gender diversity
ratio
0%
Zero females and
three males
(at year-end 2025)
Integration of sustainability-related
performance in incentive schemes
The remuneration performance criteria do not
cover sustainability goals as such, but it will
be considered whether such criteria should be
incorporated.
>> Guidelines for remuneration of senior executives
can be found within the annual remuneration
reports on PetroNor’s website
Statement on due diligence
Due diligence is the process through which
PetroNor identifies, mitigates, and takes
responsibility for actual and potential adverse
impacts on the environment and people related to
its operations.
PetroNor is dedicated to implementing due
diligence in alignment with the principles outlined
in the UN Guiding Principles on Business and
Human Rights, as well as the OECD Guidelines for
Responsible Business Conduct, in compliance with
the Norwegian Transparency Act.
In 2025, PetroNor revisited its previous risk
assessments and conducted a risk management
evaluation following the ISO 31000 standard. As
in prior periods, risk assessments have had key
employees with experience in procurement and
the value chain actively involved in due diligence
assessments. The evaluation focused on five
distinct categories and their corresponding
activities:
Exploration
Appraisal
Development
Production
Abandonment
In 2025, there was limited change to the activities
of the company compared to 2024. No adverse
potential and actual consequences were identified
during the due diligence assessment.
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PetroNor’s approach to due diligence
Embed responsible
business conduct
into policies and
management systems
■
Code of Conduct
■
Know Your Supplier Policy
■
Anti-Bribery & Corruption Policy
■
Anti-Money Laundering Policy
■
Sanctions Policy
■
Health, Safety, and
Environment Policy
Remediation
of negative impacts as
far as possible
1
Identify and assess adverse impacts
in operations, supply chains and
business relationships
2
Cease, prevent or mitigate
adverse impacts
3
Track
implementation
and results
4
Communicate
how impacts are
addressed
5
6
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STRATEGY, BUSINESS MODEL AND VALUE CHAIN
PetroNor acknowledges the importance of
sustainability in shaping its strategic direction,
business model, and value chain activities. While
sustainability is not formally integrated into
these areas, related issues and concerns are
regularly identified, raised, and discussed within
the organisation. This ongoing dialogue ensures
that sustainability considerations are informally
embedded in decision-making processes to
address any sustainability-related challenges in its
operations and long-term planning.
PetroNor defines the value chain as:
Exploration
Acquisition of an
interest in a licence
from a government
or another oil
& gas company
moving from pre-
drilling activities
such as seismic to
finally drilling of an
exploration well.
Appraisal
Further drilling
activities and/or
seismic to confirm
the size of a discovery.
Development
Activities such as
drilling production
wells to install
facilities to enable
production of
hydrocarbons from
the reservoir.
Production
The period from
first oil or gas to
drain the reservoir
in an efficient and
economic manner.
Abandonment
When production is
no longer economic,
all wells need to
be plugged and
abandoned and
facilities removed or
remediated.
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STAKEHOLDER ENGAGEMENT
Continuous, active and open dialogue with the
company’s stakeholders is important for PetroNor.
The company regularly seeks external views on its
operations.
PetroNor follows the business environment
actively and engages with relevant stakeholder
groups. While not directly involved in the
workshops on double materiality, the perspectives
and sustainability focus areas for all relevant
stakeholders were taken into the account
when identifying and prioritising the different
sustainability topics as defined by the ESRS.
PetroNor’s key stakeholders
PetroNor’s key
stakeholders
Employees and
management
Suppliers
Nature
(silent stakeholder)
Customers
Licence
partners
Financial
institutions
Government/
regulators
Shareholders/
investors
Euronext
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WHY WE ENGAGE
HOW WE ENGAGE
KEY TOPICS OF INTEREST IN 2025
HOW WE RESPONDED
Shareholders/investors
We engage to provide the public
with accurate, comprehensive,
and timely information, to form a
good basis for making decisions
related to valuation and trade of the
PetroNor share.
Stock exchange and press releases
Company presentations in
connection with quarterly
reporting
Present at energy conferences
Hold 1-to-1 meetings
Update website
Production level and liftings
Project updates
Financial status
Shareholders’ return
Status on Økokrim-case
Provide detailed disclosures
and commentary on business
outlook and financial
performance
Announce dividend policy
Continue quarterly reporting
Customers
Off-take customers are core to our
business and it is critical to our
success to be acknowledged as
reliable and trustworthy.
Meetings and email
correspondence
Product volumes
Pricing
Schedule
Direct discussions trying to
accommodate both customer
and PetroNor’s needs
General communication with
regards to our current sold oil
volumes
Suppliers
We expect our suppliers to deliver
on their promises while living up
to internationally recognised best
practices.
Meetings and email
correspondence
Request for Proposal (RFP)
Future business needs
Quality of current services and
products
Regular update meetings
Give feedback of RFPs
Strict use of procedure in the
Know Your Supplier policy
Euronext
We engage with Euronext to uphold
transparent and efficient market
operations contributing to a reliable
platform.
Respond on initiatives from
Euronext
Transparency
ESG
New regulations
Update Governance procedures
Feedback on ESG efforts
Adopt and apply new regulations
Financial institutions
We collaborate with financial
institutions to secure funding,
manage financial transactions, and
maintain strong financial stability,
ensuring sustained growth and
stability for PetroNor.
Direct contact
Frequent meetings
Contact via brokers
Make cash available for
shareholder distributions
Available equity
Pledging
Efficiency in day-to-day banking
services
KYC
Regular status updates in
meetings or by email
Provide detailed feedback on
questions
Employees & management
We depend on our employees, their
knowledge, engagement, and great
diversity to successfully deliver our
strategy.
Open communication (frequent
virtual and face-to-face meetings)
Coaching
Company strategy and way
forward
Governance
Bribery & corruption risk
Status on Økokrim-case
Coaching
Code of Conduct and all
relevant policies translated and
presented in French
Government/regulators
We engage with governments
and regulatory bodies to ensure
compliance with laws, regulations,
and ethical standards, contributing
to a transparent and responsible
business environment.
Seek early dialogue and
communication
Travel for face-to-face meetings
Licence terms
Capability to execute
(operationally and financially)
Constructive discussions
Timely and orderly feedback on
progress and improvements
Licence partners
Licence meetings
Informal meetings
Travel for face-to-face meetings
Operational updates
ESG
Financial status
Constructive feedback
Receive ESG-reporting from
operator of licences
Nature (silent stakeholder)
Recognising the environmental
context of the oil and gas industry,
we consider nature as a silent
stakeholder, striving to minimise
environmental impact within the
parameters of our operations.
Entertain discussions with field
operators
Conducting climate risk
assessment following the TCFD
guidelines
Emissions and spills
Environmental studies
Request information from
licence operators
Finalise Environmental & Social
Impact Assessments for onshore
and offshore and Baseline study
for Aje development in Nigeria
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MATERIAL IMPACTS, RISKS, AND OPPORTUNITIES
Building upon the foundation from previous sustainability
reports, PetroNor in 2024 conducted a double materiality
assessment to ensure consideration of all ESG topics laid out in
in the ESRS.
The assessment in 2024 was carried out in accordance with
the European Financial Reporting Advisory Group (EFRAG)
framework and focused on identifying and prioritising material
topics through a structured, multi-step process.
The analysis centred on PetroNor’s activities in the Republic
of Congo, as these operations are the most impactful within
its portfolio. The process involved a high degree of top-level
management participation, supplemented by insights from
various stakeholders, including employees, competitors, and
global sustainability trends. This broad engagement helped
ensure the legitimacy and relevance of the identified material
topics.
The review of the topics, material and non-material undertaken
in 2025, warranted no changes to the overall picture of the
materiality issue. This is partly a consequence of very limited
change in the company’s activities since the 2024 report.
Material topics and how PetroNor understands them
Climate change:
Mitigating climate change by reducing
greenhouse gas emissions and adapting to climate change.
Pollution:
Protecting fresh air and preventing ambient air
pollution by mitigating emissions to air.
Own workforce:
Safe work environment, developing,
recruiting, and retaining employees and build an inclusive
and diverse working environment.
Workers in the value chain:
Understanding and managing
social impacts along the value chain.
Business conduct:
Honouring responsible business
conduct and promoting accountability by maintaining
proper policies and practices, with zero-tolerance to bribery
and corruption.
Non-material topics and why
Water and marine resources:
Will be important in the
next phase of redeveloping the Aje field in Nigeria, where
PetroNor will be responsible in provision of technical
assistance.
Biodiversity and ecosystems:
Will be important in the next
phase of redeveloping the Aje field in Nigeria, whereas there
will be offshore and onshore development activities.
Circular economy:
Resource extraction will only become
a circular activity when carbon capture and storage
technologies are further enhanced and readily available.
Affected communities:
PetroNor is always keen on
positively contributing to its affected communities. Through
careful collaboration with the operator, local communities
in the Republic of Congo benefit from several community
engagements. PetroNor does not itself directly impact and
as such the topic has been deemed not material.
Consumers and end-users:
PetroNor sell their products
business to business, and consumers and end-users are
thus involved at a later stage in the product life cycle.
PetroNor did not identify any entity-specific topics in the
double materiality assessment review.
EMBEDDING SUSTAINABILITY IN POLICIES AND
PROCESSES
The board of directors of PetroNor are responsible for
establishing the corporate governance framework of
the company. The company has implemented corporate
values, ethical guidelines, and policies for corporate social
responsibility, which are delineated in PetroNor’s Code of
Conduct, with more detailed information available in specific
policies available online.
The company provide the following governance documentation,
available in both English and French, on the company website:
Code of Conduct
Anti-Bribery & Corruption Policy
Anti-Money Laundering Policy
Sanctions Policy
Know Your Supplier Policy
Health, Safety & Environmental Policy
Where applicable, the standards and policies have been
developed based on internationally recognised initiatives
such as UN’s Global Compact’s principles, OECD Guidelines
for Multinational Enterprises, ILO conventions and the United
Nations Convention against Corruption.
Both management and the board of directors seek controlled
and profitable development, fostering long-term growth
through effective risk management and well-founded
governance principles Strong emphasis is put into identifying
optimal operational procedures to realise the objectives
outlined in these corporate governance guidelines and
principles.
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Environmental information
PetroNor has identified pollution and climate change as key environmental concerns.
The company is active in an emission-intensive sector, and as such places a strong
emphasis on mitigating harmful emissions by adapting our ways of working where it is
feasible and suitable.
Perenco is our operator in the Republic of Congo.
Perenco is a private oil & gas company
producing around 500,000 boepd gross
worldwide, whereof approx. 26,000 boepd in the
licence PetroNor holds 16.83 per cent working
interest. Perenco is reporting their ESG efforts
in extensive annual sustainability reports. In the
2024 report they stated (among other things) the
following:
The world needs a fair and just transition
Secure and affordable energy is important
Natural gas should be central as transition
energy
Dual mission fighting climate change versus
providing reliable energy
Use as much local resources as possible.
PetroNor can support these statements.
PetroNor has very good co-operation with
the Perenco organisation based in Pointe-
Noire. We are both supportive and demanding
with regards to ESG-issues in our interaction
with them. PetroNor are of the opinion that
Perenco has ESG high on the agenda in all their
proposals and execution for field development
and operations. In general, in their day-to-
day operations PetroNor are of the opinion
that Perenco hold a very high standard and
are open to proposals for improvements from
partners. Notably there have been no Lost
Time Incident since 2021.
CLIMATE CHANGE AND POLLUTION
Oil and gas exploration and production are the
main activities in PetroNor. The main risks for
climate change are combustion gases containing
CO
2
arising from the fields of operations. Methane
leakage in the production process could also
add significant adverse effects on the climate.
With regards to pollution, the risk of oil spills is
always present, although extremely low, in oil
and gas exploration and production. Spills of toxic
chemicals could also pose an extra pollution risk.
PetroNor’s most material activity in 2025, that was
directly linked to climate change and pollution, was
the oil and gas production in the Republic of Congo.
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PetroNor is partner in these licences, whereas
Perenco is the operator. PetroNor is exercising
its influence on climate change and pollution
through active participation in the official decision
bodies of the licences, as well as having informal
communication and dialogue.
MATERIALITY MANAGEMENT
Policies for climate change
Environmental considerations are included in the
Code of Conduct, and the HSE policy.
PRIORITIES AND PERFORMANCE 2025
Actions and resources aligned with climate
change and pollution policies
PetroNor allocates resources to implement actions
aligned with its climate change and pollution
policies. This includes carrying out environmental
impact assessments (EIAs), establishing and
monitoring environmental management plans, and
developing contingency plans to swiftly mitigate
potential damage. Currently, PetroNor together
with its partners in OML 113 in Nigeria have
finalised, submitted and have received approval
for the Environmental Baseline Study (EBS), valid
until 2030. The same joint venture, following
public hearings, is awaiting the final approvals for
Environmental and Social Impact Assessments
(ESIA) for both the onshore and offshore
projects. These ESIAs are pre-conditions for the
development of the Aje field.
PetroNor seeks to minimise any adverse impact
on the environment by carrying out ESIAs prior to
all major activities. The company communicates
the results to all government agencies and other
relevant stakeholders.
To the company’s knowledge, no breaches of the
environmental regulations governing the group’s
exploration and production licences have been
identified in 2025.
The company is aware of its environmental
responsibilities related to exploration activities and
diligently ensures compliance with environmental
regulations during all exploration work.
CARBON ACCOUNTING
Methodology for carbon accounting
PetroNor follows the GHG Protocol to account for
greenhouse gas (GHG) emissions. The methodology
ensures accuracy, transparency, and consistency
while addressing data challenges. It supports
regulatory alignment, risk management, and
strategic decision-making.
1. Scope and boundaries
Scope 1: Direct emissions from owned or
controlled assets, following the equity share
approach to reflect operational investments.
Scope 2: Indirect emissions from purchased
electricity, calculated using location- and market-
based methods.
Scope 3: Excluded due to data unavailability and
non-mandatory reporting.
2. Data collection
Operational data is gathered from the operating
partner Perenco. Utility providers supply electricity
data, with estimations used when direct data is
unavailable. Data gaps exist in certain regions,
and efforts are ongoing to improve collection and
accuracy.
3. Calculation methodology
Emission factors are applied to activity data based
on international standards (DEFRA, IEA, etc.). Key
considerations include:
Variability in emission factors due to regional
fuel composition.
Data gaps and estimation methods for certain
locations.
Continuous review and improvement of data
quality.
4. Reporting & conclusion
PetroNor remains committed to transparency and
continuous improvement in the GHG reporting
and will through periodic reviews attempt to
enhance data accuracy. By applying the equity
share approach, the company has ensured that
the reported emissions accurately reflect our
operational impact and sustainability efforts. The
climate account for the FY24 served as a baseline
for future emission reporting, while the climate
account for FY2025 will be the first year-on-year
comparison on the efforts to reduce emissions.
In 2025, total direct GHG emissions (Scope 1)
decreased marginally to 70,099 tons CO
2
e, down
from 70,987 tons CO
2
e in 2024. This reduction was
primarily driven by a significant decline in flaring-
related emissions, which fell by over 11 per cent
to 49,739 tons CO
2
e, alongside a corresponding
decrease in methane emissions from 13,061 to
11,613 tons CO
2
e. Scope 2 emissions also declined
across both market-based and location-based
methodologies, reflecting continued progress in
reducing indirect energy-related emissions across
the portfolio.
However, GHG intensity increased from 35.83
to 39.62 kg CO
2
e per boe, as total production
declined by approximately 11 per cent from 1,981
to 1,769 mmboe. This means that while absolute
emissions fell, emissions per barrel produced
were higher than the prior year, a development
that reflects the challenge of maintaining intensity
improvements during periods of lower production
volumes.
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In 2024, PetroNor took significant steps toward
climate accountability being the first year the
company made an emission accounts. In 2025,
PetroNor focused on gathering the data with
accuracy and quality of data related to its climate
accounting, enabling a year-on-year comparison.
The company continues to be committed to
reducing flare gas emissions as part of the
industry’s broader goal to minimise greenhouse
gas emissions. The main and most effective effort is
to co-operate with and support the operator in our
main production licences in the Republic of Congo.
Statement on financial climate-related risks and
opportunities
Financial markets need clear, comprehensive,
high-quality information on the impacts of climate
change. This includes the risks and opportunities
presented by rising temperatures, climate-related
policies, and emerging technologies in a changing
world. The Financial Stability Board (FSB) created
the Task Force on Climate-Related Financial
Disclosures (TCFD) to improve and increase
reporting of climate-related financial information.
The TCFD framework is structured around four
thematic areas that represent core elements of
how organisations operate:
Governance
Strategy
Risk management
Metrics and targets
Moreover, the framework contains three main
categories:
Risks related to the physical impacts of climate
change
Risks related to the transition to a low carbon
economy
Climate-related opportunities
The TCFD has also incorporated financial
impact as an integral part of the disclosure
recommendations.
This is the second year PetroNor E&P has
prepared climate risk disclosures in line with the
recommendations set out by the TCFD.
GOVERNANCE
Board oversight of climate-related risks and
opportunities
The board of directors and the CEO of PetroNor
are responsible for the day-to-day management
of the company, including sustainability matters.
The company has organised sustainability
responsibilities jointly under the finance and
business development functions to ensure
alignment and integration of objectives. External
consultants have been engaged to support the
development and implementation of the PetroNor’s
sustainability efforts.
Key GHG and energy metrics
GHG emissions and energy metrics
Unit
2025
2024
Oil produced
MMboe
1.769
1.981
Direct GHG emissions (Scope 1)
tons CO2e
70,099
70,987
Indirect GHG emissions (Scope 2 Location-based)
tons CO
2
e
4.3
4.4
Indirect GHG emissions (Scope 2 Market-based)
tons CO
2
e
3.7
4.2
GHG emissions (Scope 1 + Scope 2 Marked-based)
tons CO
2
e
70,103
70,991
GHG emissions (Scope 1 + Scope 2 Location-based)
tons CO
2
e
70,103
70,991
GHG intensity – Scope 1 & 2 (emissions per boe
1
)
kg CO
2
e per boe
39.62
35.83
GHG emissions excl. flaring
tons CO
2
e
20,363
15,052
GHG emissions from flaring
tons CO
2
e
49,739
55,939
Conversion factors for flaring and combustion have been updated for 2024 numbers
THE WAY FORWARD
Flaring as a percentage of total emissions
has been reduced from 80% in 2024 to
72% in 2025
Flaring
72%
Non-
Flaring
28%
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Management’s role in assessing and managing
climate-related risks and opportunities
PetroNor conducts due diligence to identify,
prevent, reduce, and take responsibility for
managing actual and potential adverse impacts
on the environment and people associated with
its operations. This aligns with the company’s
commitment to the UN Guiding Principles for
Business and Human Rights and OECD Guidelines
for Responsible Business Conduct, as well as the
Norwegian Transparency Act. PetroNor E&P has
earlier undertaken a risk management evaluation
based on ISO 31000 standards, involving key
employees that are knowledgeable about their
value chain and procurement processes. The
examination covered all five main parts of the
value chain: exploration, appraisal, development,
production, and abandonment, with no adverse
potential or actual consequences identified during
the assessment nor through a recent review.
Governance documentation and framework
PetroNor E&P’s board of directors has
established and are regularly updating the
corporate governance framework, which includes
corporate values, ethical guidelines, and policies
outlined in the Code of Conduct. The company
has made detailed information available on
its website regarding policies such as Anti-
Bribery & Corruption, Anti-Money Laundering,
Sanctions, Know Your Supplier, and HSE. These
standards and policies are developed based on
internationally recognised initiatives such as the
UN Global Compact’s principles, OECD Guidelines
for Multinational Enterprises, ILO conventions,
and the United Nations Convention against
Corruption. Both the board and management
prioritise controlled and profitable development
by emphasising sound governance principles and
effective risk management to achieve long-term
growth.
STRATEGY
Time horizons
PetroNor E&P has defined the following time
horizons for the risk assessment:
Short term < 2 years
Medium term 2 – 5 years
Long term > 5 years
Every identified risk has been linked to one or
several time frames.
Scenario analysis
As part of standard practice under the TCFD
framework, PetroNor has assessed climate-related
Clean cooking in Africa
Clean cooking in Africa is a critical development
priority aimed at providing sustainable energy
to nearly 900 million people relying on biomass,
addressing 815,000 annual premature deaths from
indoor pollution.
The world’s focus had an important milestone in
2024 with IEA holding their first Summit on Clean
Cooking for Africa, followed by a USD 2.2 billion
public and private commitment. IEA issued a
status report in 2025 “Universal Access to Clean
Cooking in Africa – Progress update and roadmap
for implementation” stating that although access
to clean cooking has halved globally since 2010, the
number in sub-Saharan Africa continues to rise. A
2nd Summit on Clean Cooking for Africa is to follow
in 2026.
Norway is participating as lead on a very high political level in both summits, whereas Norway will in the 2nd summit
be accompanied by the US and Kenya as lead sponsors. Norway is planned to be represented by the Prime Minister and
the US by their Secretary of Energy.
LPG accounts for approx. 75 per cent of the achievements so far as per IEA, and LPG is expected to be the largest
contributor going forward as well with over 60 per cent.
PetroNor’s Aje re-development includes an onshore LPG-plant, whereas LPG from this plant will assist Nigeria’s efforts
in this important life-saving campaign. The LPG from the onshore plant is planned to be shipped to nearby Lagos, while
a complementary LPG bottling facility at the plant is also considered.
Source: International Energy Agency (IEA)
Figure 2.8
⊳
Change in primary cooking fuel by share of the population in
sub-Saharan Africa in the ACCESS, 2023-2040
IEA. CCBY 4.0.
The ACCESS reshapes the landscape of energy use for cooking in sub-Saharan Africa, with
the traditional use of biomass in three-stone
fi
res and basic stoves phased out from 2035
20%
40%
60%
80%
100%
2023
2030
2035
2040
Charcoal, kerosene and
wood (Tier 0)
Solid biomass
cookstoves (Tier 1-3)
Solid biomass
cookstoves (Tier 4-5)
Biogas
Bioethanol
Natural Gas
Electricity
LPG
Clean
Polluting and transitional
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risks within the two categories: transition and
physical risks. The identification process drew
upon the three climate scenarios depicting global
conditions in the year 2100, with different types of
risks associated with the different scenarios.
Scenario 1: Low-emission society
Scenario 1 depicts a society in which global
warming has stabilised at 1.5 degrees. This scenario
represents high transitional risks, concretised
through strict and extensive regulatory and
reputational pressure, but low physical risks.
Scenario 2: Slow adaptation
Scenario 2 depicts a society in which attempts
to stagnate global warming have failed, and the
temperature increase has reached 2 degrees.
This scenario represents medium transitional and
physical risks.
Scenario 3: Climate disaster
Scenario 3 depicts a society in which global
warming has surpassed 3 degrees. This scenario
represents considerable physical risks as efforts to
stagnate global temperature rise have totally failed.
Consequently, this scenario is associated with low
transitional risk.
Integration of sustainability matters into the
overall strategy
PetroNor conducted their first double materiality
assessment in 2024 to identify material
sustainability matters by evaluating impacts, risks
and opportunities. The strategy will be updated to
integrate sustainability matters. This work will also
strengthen the overall risk management process of
the company.
ASSESSMENT OF CLIMATE RELATED RISKS
The following table summarises all the climate
related risks considered significant for PetroNor
in the reporting year 2025. The potential
environmental impact and potential financial
impact are described. The main mitigating
strategies to either prepare for the risks or
capitalising on relevant opportunities are also
addressed. All risks are assigned a time frame.
The assessment has been reviewed by internal
resources. As the company’s operations have not
changed since the 2024 reporting, the assessment
is very similar to last year’s assessment. The main
overall amendment is a longer time frame on policy
and legal matters.
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Description
of risk
Potential impact
Potential financial impact
Mitigation strategy
Time
frame
Acute
Power outages
Climate change and temperature
increases may lead to increased
frequency of wind and storms.
Cases of trees falling on lines,
water ingress, and lightning
strikes may affect the likelihood
and frequency of power outages.
Lost sales due to downtime.
Power for the main operations are
supplied from own on-site sources
and thus not exposed to climate
changes. Onshore sites have
separate and independent back-up
power sources, normally a diesel-
powered generator.
S/M/L
Chronic
Rising sea levels
Sea levels may rise due to
expanding ocean volumes from
temperature increases and from
melting glaciers and ice sheets.
Increased cost related to
relocation.
Aje platforms are planned to be
floating, and timeframe for the
Congo platforms are shorter than for
the risk to really materialise.
L
Policy &
legal
Higher carbon
pricing
Higher GHG pricing levels pose
regulatory and legal challenges,
along with uncertainty about
transitioning to a low-carbon
economy.
Increased operational costs, legal
liabilities, asset devaluation, and
reduced profitability.
Monitoring discussions in each
jurisdiction. Consider the potential of
increased fiscal burden when making
investment decisions.
M/L
Enhanced
emissions
reporting
obligations
Increased administrative burden,
and heightened scrutiny from
regulators and stakeholders
regarding environmental
performance.
Additional expenses for data
collection, monitoring, and
reporting systems, face fines for
non-compliance, and experience
potential investor and consumer
backlash.
Establish:
- routines for data gathering
- adequate organisational structure
- external support
- early dialogue with operators in
non-operated assets. The omnibus
from EU in 2025 has increased the
threshold for reporting.
M/L
Restrictions on
emissions levels
Operational constraints, and
technological challenges.
Increased compliance costs, the
need for investment in emissions
control technologies and other
emission reduction measures,
potential asset write-downs,
and reduced profitability due to
restrictions on emissions levels.
Monitoring discussions in each
jurisdiction. Discuss early with
operators in non-operated
licences. Establish ESG-philosophy
and guidelines in the planning
of development activities and
associated decision.
M/L
GHG pricing
Emissions tax or other forms of
GHG pricing in African countries.
Increased operational costs,
reduced profit margins, investment
uncertainty, higher regulatory
compliance costs, diminished
market competitiveness, and
potential challenges in accessing
capital.
Set-up working group to monitor
regulatory changes and emerging
obligations.
M/L
Technology
Development
of solutions/
projects that
have lower
emissions
Might necessitate significant
investment and technological
adjustments, potentially causing
operational disruptions or delays.
Could enhance environmental
profile and mitigate long-term
financial risks associated with
emissions regulations. The
upfront costs and implementation
challenges may strain short-term
financial performance.
Establish a philosophy/strategy for
emission reduction in all project
stages. Conduct a cost-benefit
analysis. Establish partnerships and
collaborations.
L
The replacement
of current
products and
services with
alternatives
that have lower
emissions
The replacement of current
products and services with
alternatives that have lower
emissions.
Upfront capital expenditures for
technology deployment, ongoing
maintenance costs, potential
project delays or setbacks, and
uncertain returns on investment.
In each budget process, discuss with
operators and partners looking at
cost/benefits and the expectations
of future legislation in each
jurisdiction.
L
Market
Change in
customer
preferences
Shifts in demand towards cleaner
energy sources, impacting the
market for traditional fossil fuels
and potentially reducing its
attractiveness.
Reduced revenue from declining
demand for fossil fuels, decreased
asset values, potential write-downs
of reserves, and the need to invest
in alternative energy sources
to align with evolving customer
preferences.
Evaluate future likely fluctuations in
the pricing of fossil energy. Evaluate
long-term hedging for downside
protection of value. Establish
a balanced portfolio of oil and
natural gas, whereas natural gas is
recognised as a transition energy.
Evaluate the possibility for net-zero
operations.
Evaluate changes to asset portfolio.
L
Increased cost
of raw materials
Increased production and/or
development costs.
Lowered returns and value.
Establish long-term frame
agreements with suppliers, possibly
with a fixed price.
Evaluate to hedge commodity prices.
M/L
Reputational
Stigmatisation
of industry
Reputational damage, public
scrutiny, and increased pressure
on companies to demonstrate
environmental responsibility.
Reduced market value, difficulties
in attracting investors, higher
borrowing costs, and potential loss
of social licence to operate due to
reputational risks associated with
high energy usage and emissions.
Establish targets for improvement
on GHG-emissions. Be transparent
about a clear strategy and plan on
how to lower emissions in the long
term
L
Rising
stakeholder
unease or
unfavorable
stakeholder
reactions
Increased scrutiny, protests and
activism against E&P companies,
leading to reputational damage,
regulatory challenges, and
operational disruptions.
Decreased investor confidence,
heightened regulatory scrutiny,
unwillingness for banks to provide
services and/or debt, increased
insurance premiums, project delays
or cancellations impacting financial
performance and shareholder
value.
M/L
Physical
Transitional
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Social information
This chapter focuses on PetroNor’s own workforce and workers within the value chain.
These key specific topics were identified as social material in 2025 and are aligned with
the ESRS topics.
Own workforce
The employees are key drivers to the company’s
success. PetroNor is emphasising building a
safe and secure culture of equal treatment and
opportunities.
MATERIALITY MANAGEMENT
Employee engagement and processes for
collaboration
PetroNor values its employees’ opinions, and
the company fosters this dialogue through direct
interactions with its employees on a daily basis.
Stimulating a culture of transparency, the company
puts a constant focus on encouraging dialogue
and discussions between employees to make sure
everyone feels comfortable voicing their opinions.
Employees and consultants with PetroNor work
at several locations and not all have a firm office
address for their work. This allows employees to
work independently and to a large extent plan their
workdays as best fitted for each employee and
consultant. To mitigate the disadvantages of such
a working situation, the management encourages
and organises frequent virtual meetings as well
as physical social events bringing all employees
together.
Engaging with the employees and their
representatives stands at the core of PetroNor’s
dedication to transparency and inclusivity. Our
way of working fosters an open dialogue, inviting
employees to actively engage in decision-making
processes that affect them. Through collective
endeavours, the company aims to establish an
environment where every voice is acknowledged.
Integrating social matters into the strategy
and business model
PetroNor is working towards formally incorporating
social matters into its strategy and business model
by fostering an ongoing dialogue about social
sustainability within the organisation. Insights from
the 2024 double materiality assessment, and an
internal review in 2025, have enhanced awareness
of key social issues, which are now informally
considered in decision-making processes. By
engaging with stakeholders and prioritising these
matters in operational discussions the company
ensures that material social impacts, risks and
opportunities are influencing its long-term planning
and value creation.
Policies related to own workforce
PetroNor’s Code of Conduct, and its supplemental
theme specific codes, underscore the commitment
to maintaining a working environment with equal
opportunities, irrespective of various factors. It
emphasises the company’s diversity instructions
and integration of equality concepts into human
resources policies, and the zero-tolerance
approach to harassment. PetroNor values each
team member, fostering an atmosphere of positive
energy, equality, and professionalism. The Code of
Conduct is provided in both English and French and
is readily accessible online. It places responsibility
on line managers to ensure fair and equitable
treatment, preventing discrimination in selection,
evaluation, and promotion processes.
PetroNor has a comprehensive Health, Safety,
and Environmental (HSE) policy in order to
communicate the company’s expectations and
guidelines on the matter.
Processes to remediate negative impacts and
channels for employees to raise concerns
Mitigating negative impacts and establishing
ways for employees to voice their concerns are
fundamental aspects of PetroNor’s corporate social
responsibility. The company encourages employees
to share their perspectives or raise issues or report
any wrongdoing. The independent disclosure
service, IntegrityLog, is available for safe reporting.
PRIORITIES AND PERFORMANCE 2025
Internal reporting about inconsistencies to
the policies
PetroNor wants employees and others to report
inconsistencies of its policies through internal
dialogue and recurrent meetings, in addition to
the formal whistleblowing channel. By creating an
environment where transparency and integrity are
paramount, the company encourages all employees
and others to report on inconsistencies.
Characteristics of employees in PetroNor
The employees form the backbone of the
company’s organisation. Recognising their diverse
skills and attributes is crucial. We value the unique
qualities that everyone brings to the team, creating
a dynamic and inclusive workforce.
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Gender
Africa
Australia
Europe
Total
Permanent
F
2
0
2
4
Permanent
M
4
0
2
6
Total
6
0
4
10
Position contractor
F
0
1
0
1
Position contractor
M
0
0
4
4
Total
0
1
4
5
Gender
Age group
Africa
Australia
Europe
Total
Female
Under 30
0
0
0
0
30-50
2
0
1
3
Over 50
0
0
1
1
Total
2
0
2
4
Male
Under 30
0
0
0
0
30-50
3
0
1
4
Over 50
1
0
1
2
Total
4
0
2
6
Grand total
6
0
4
10
(numbers are based on average months served)
As a company with few employees PetroNor does
not track turnover.
Collective bargaining and social dialogue
Recognising the value of collaboration between
management and employee representatives,
the company places a priority on establishing a
platform for employees to actively contribute to
decision-making processes related to workers’
compensation and well-being. PetroNor fully
endorses the right of workers to freedom of
association and collective bargaining, as outlined
in the International Labour Organisation’s Core
Convention.
Diversity metrics
PetroNor aims to prioritise local employment
at operational sites whenever feasible. The
organisation assesses gender representation
across various hierarchical levels, fostering a
commitment to maintaining an inclusive and
professional working environment.
Proportion of local employees in West Africa:
2025
Staff
60%
Board
Nil
Proportion of women
2025
Staff
35%
Executive management team
Nil
Board
33%
Adequate salaries
PetroNor is committed to ensuring fair and adequate
salaries for all its employees, reflecting a fundamental
principle outlined in the company’s Code of Conduct.
The company upholds the International Labour
Organisation’s standards and national laws to
guarantee that employees receive salaries meeting or
exceeding minimum legal requirements.
Health and safety metrics
Responsible management practices to ensure
the well-being of all individuals are prioritised by
PetroNor. To measure and enhance its health and
safety performance, PetroNor has established key
principles guided by the HSE Policy:
Risk-informed decision-making: PetroNor
emphasises a fact-based approach to HSE risk
management. The company utilise available
information systematically to make informed
decisions.
Compliance and best practices: The company
ensures compliance with applicable laws and
regulations, setting a standard that goes beyond
minimum requirements by providing guidance
on HSE issues and implementing best practices
where governing laws may be absent.
Personnel awareness and evaluation: PetroNor
expects all personnel, including employees and
contractors, to actively manage HSE risks within
their areas of responsibility. HSE performance
objectives are considered in evaluations,
rewards, and recognition processes.
Incident reporting and prevention: PetroNor
encourages a culture of reporting unsafe
practices and instances, promptly stopping
unsafe work. The company follows up on
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feedback from employees, contributing to
the identification of preventive measures and
ensuring continuous improvement.
Collaboration and audits: PetroNor fosters
collaboration across functions and stakeholders
to achieve efficient HSE performance. Regular
audits of the HSE management system are
conducted to ensure ongoing effectiveness and
compliance.
These actions support a culture of safety across all
levels of the organisation.
The Group’s operations have been conducted by
the operators on behalf of the licence partners, and
the operator of PNGF Sud is reporting regularly on
all key HSE indicators.
There have been no lost time incidents or
recordable incidents on PNGF Sud during 2025
despite high offshore activities. The Lost Time
Incident Frequency is zero. The last lost time
incident was in 2021. Three recordable incidents
were reported in 2025. Several HSE initiatives were
implemented.
Operations in Nigeria related to field development
has been limited to undertake several subsurface
studies based on reprocessed seismic data,
undertaking Environmental and Social Impact
Assessments for both onshore and offshore
activities, as well as establishing an Environmental
Baseline Study. There have been no recordable
incidents recorded in conjunction with the OML 113
operations.
Workers in the value chain
PetroNor’s focus extends beyond internal
operations to include workers in the value chain.
This section is about PetroNor’s approach to
engaging and implementing measures to manage
material matters for workers in the value chain.
MATERIALITY MANAGEMENT
Policies related to value chain workers
PetroNor has published on its website, both
in English and in French, the company’s
comprehensive policy for workers in the value
chain, covered in the Know Your Supplier policy.
Work-life balance metrics
PetroNor aims to facilitate work-life balance for its
employees. All employees have the opportunity for
flexibility in their workday to the extent possible
given the nature of the work. For employees
who require adjustments in certain situations to
perform their jobs, PetroNor as an employer aims
to contribute to this.
While there are no restrictions on remote working,
PetroNor, as a widely dispersed organisation
spanning multiple geographical locations, actively
promotes the regular conduct of both scheduled
and impromptu virtual meetings. This proactive
approach ensures that all employees remain
well-informed and seamlessly integrated into the
company’s operational dynamics. The company
encourages employees to embrace autonomy
and take ownership of their tasks, entrusting
them with the necessary responsibilities to work
independently.
The company recognises the importance of
supporting our employees in achieving harmony
between their personal and professional lives,
contributing to their overall satisfaction and
productivity. All PetroNor employees can and are
encouraged to take parental leave.
Incidents, complaints, and severe human
rights impacts
The company has a zero-tolerance approach
to slavery and child labour in any part of the
organisation and supply chains. PetroNor’s
customers, contractors, subcontractors and
suppliers shall not engage in or use child labour.
Applicable national laws shall be complied with,
and only workers who meet the minimum legal age
requirement shall be employed.
In 2025, there were no cases identified in the
company nor in its supply chains that were in
violation with human rights.
This policy outlines the company’s unwavering
commitment to upholding the rights, welfare and
dignity of all workers involved. The policy is in line
with, the company’s core values, local regulations
and international standards, and promotes a work
environment that prioritises fairness, inclusion and
ethical treatment of all employees throughout the
value chain.
Processes for engaging with workers in the
value chain
PetroNor is steadfast in upholding the principles
outlined by international bodies such as the
United Nations (UN) and the International Labour
Organisation (ILO) concerning working conditions
and associated rights. With a particular emphasis
on the unique challenges posed by offshore oil
and gas rigs, PetroNor ensures that its workforce
experiences optimal conditions and is granted
the fundamental rights enshrined in these global
standards. From fair compensation to health
and safety measures, PetroNor is committed to
providing a work environment that aligns with
international norms, acknowledging the specialised
nature of offshore operations.
The company requires all potential suppliers to be
screened according to the company’s Know Your
Supplier policy.
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Processes for remediating negative impacts
with workers in the value chain
In the unfortunate event of negative impacts on
workers within the value chain, PetroNor has
established effective processes for remediation
through the whistleblowing channel in IntegrityLog,
being readily available on the company website.
This involves prompt investigation, thorough
documentation, and collaboration with relevant
stakeholders to address and rectify any adverse
impacts on workers, ensuring a swift and fair
resolution.
PRIORITIES AND PERFORMANCE 2025
Identifying risks and defining actions through
the Transparency Act
PetroNor is committed to the protection of
internationally fair and ethical work practices and
recognised human rights, including the Norwegian
Transparency Act.
PetroNor reaffirmed in 2025 its commitment to
respecting human rights and ensuring decent
working conditions by revisiting and strengthening
its due diligence processes. A risk matrix related to
sustainability, incorporating insights from evolving
megatrends and assessing the effectiveness of
implemented risk mitigation measures is in place.
These efforts are aligned with the OECD Guidelines
for Multinational Enterprises, to address potential
risks and uphold PetroNor’s responsibility toward
ethical business practices. PetroNor consistently
adopts a risk-based approach when evaluating
new investment opportunities and making
acquisitions of material goods or services. Supplier
prequalification aligns with the Know Your Supplier
policy and primarily involves scrutiny through
Refinitiv’s World Check One platform. Any PetroNor
representative is obligated to promptly report any
concerns or suspicions.
There are certain risks associated with limited
influence in operations where PetroNor functions
as a non-operating partner. In The Republic of
Congo, the company serves as a non-operating
partner for the licences, and the licence operator
holds control over the value chain when procuring
goods and raw materials on behalf of the
partnership. It is the operator’s responsibility
to proactively prevent and address any adverse
impacts.
To address this, PetroNor has increased its
communicative efforts vis-à-vis partners and
suppliers by providing all the company’s policies
in both French and English, readily available on
a dedicated page on the company website. This
ensures clear expectation-setting on behalf of
PetroNor’s engagement with suppliers.
THE WAY FORWARD
PetroNor is continuously advancing social
sustainability by focusing on its material topics -
both the workers across its value chain and its own
workforce. The company will continue to enhance
its practices to ensure fair labour conditions,
promote safety, and support the well-being of
employees and contractors. Fostering an inclusive
and respectful work environment continues to
be a priority. The company will continue to work
with value chain partners to uphold high social
standards throughout its operations.
PETRONOR CSR INVESTMENT IN
BRIKAMA HOSPITAL, THE GAMBIA.
As part of the Block A4
licensing agreement
between PetroNor
E&P and The Gambian
Government a CSR
fund was set up to
be donated to an
impactful social
development project.
It was agreed to use
the funds to support
the maternity section
of the Brikama
hospital, located in
Western Region of the
Gambia.
Neonatal mortality
rate is the number of neonates dying before reaching 28 days of age, per
1,000 live births* in a given year. The nation neonatal rate in the Gambia in
2021 was approximately 24 per 1,000 births of which 10 were attributable to
premature birth. With an annual birth rate of around 8,000 in the Brikama
hospital, among the highest annual birth rates in the country, the hospital
faces critical challenges in pre- and post-natal care. These challenges include
dilapidated and inadequate facilities for admission and care of expectant
mothers, including lack of equipment and severe shortage of resources
leading to increased risk for both mothers and babies and inevitably high
mortality rates.
The lack of a neo-natal unit in Brikama meant that all mothers and babies
had to be treated in Banjul, in addition to medical risks associated with
transfers it also represented a financial burden to young families who had
to travel to access health care and were then isolated from wider family
support.
The construction of a 12-bed neo-natal unit at the Brikama maternity
hospital built at a cost of USD 65 thousand as an extension to the existing
infrastructure is hoped to contribute to the reduction of the birth mortality
rat
es.
The construction began in the Spring of 2025 the construction and was
overseen on PetroNor’s behalf by the charity Caritas Gambia and carried
out by the local construction firm Construct Universal. The new unit was
officially handed over to the hospital before the end of the year.
* Source: childmortality.org/causes-of-death/data
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Governance information
PetroNor is exposed to different cultures and labour conditions, which can pose
potential risks. The company is committed to responsible business conduct across
its operations and throughout the value chain. This commitment involves fostering
accountability through our practices and policies, having zero tolerance to fraud and
corruption, upholding a culture of fairness, respect and honesty, as well as actively
contributing to transparency.
MATERIALITY MANAGEMENT
The role of the administrative, management,
and supervisory bodies
The board of directors has a supervisory
role in all ESG matters, including responsible
business conduct and prevention and detection
of corruption and bribery. The management
is responsible for the day-to-day corporate
management and performance.
Business conduct policies and corporate
culture
PetroNor emphasises high moral and legal
standards in its operations, through the Code of
Conduct, Anti-Bribery & Corruption, Anti-Money
Laundering and Sanction policies.
All employees in PetroNor have to date signed the
Code of Conduct. All new employees are obliged
to be introduced to, and thereafter sign, the
company’s Code of Conduct.
Whistleblowing
PetroNor promotes openness and transparency
through its whistleblowing mechanism. The secure
online whistleblowing software, IntegrityLog,
provides a safe and anonymous platform for
reporting of potential ethical violations and
misconduct. The whistleblowing channel can be
found under the governance page on PetroNor’s
website.
In the event of a reported case, the independent
disclosure service of IntegrityLog promptly
contacts the relevant individual within the company
to initiate the necessary procedures. Additionally,
if a disclosure is directly made to a management
representative or a board member, the recipient
is obligated to diligently follow the agreed-upon
procedures for addressing the disclosure.
All current and former PetroNor representatives,
in addition to external parties, who have concerns
about any aspect of the company’s business are
encouraged to raise them and to disclose any
information which relates to improper, unethical,
or illegal conduct with regards to the activities
of the company. Whistleblowers shall not as a
result of raising a genuine concern suffer any
detrimental treatment, neither from the company
nor colleagues.
Every PetroNor representative has a right and
an obligation to raise their concerns about our
business including matters such as, but not limited
to:
Conditions that may pose a risk to life or health
Discrimination or harassment at the workplace
Breach of ethical norms and internal guidelines
Potential breaches of law
No whistleblowing reports were received in 2025.
PRIORITIES AND PERFORMANCE 2025
100 per cent
of PetroNor’s employees have
signed the Code of Conduct
Strengthening transparency to reduce
corruption risks
PetroNor has officially been registered as a
supporting entity with the Extractive Industries
Transparency Initiative (EITI) since 2020. PetroNor
supports the EITI in its objective to make the
EITI Principles and the EITI requirements the
internationally accepted standard for transparency
in the oil, gas and mining sectors, recognising
that strengthened transparency of natural
resource revenues can reduce corruption, and the
revenue from extractive industries can transform
economies, reduce poverty, and raise the living
standards of entire populations in resource-rich
countries.
Through a public declaration of support, PetroNor
contributes to the establishment of the EITI
Principles and Standards as the global transparency
benchmarks for the oil, gas, and mining sectors.
The company diligently discloses project-level taxes
and payments in non-EITI implementing countries,
transparently addressing any encountered barriers.
Furthermore, PetroNor meets the requirement
of financial transparency in the publication of the
company’s audited financial statements or key
items, aligning with the EITI Standard. With regards
to anti-corruption measures, the company engages
PETRONOR E&P ASA
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ESG report
Pictured in the new Neo-natal unit at the Brikama hospital are Charlie Ceesay and Alieu Badjan (Construct Universal Gamiba),
Nuala Bennetts (PetroNor), Rachel Nicole Keita (Caritas Gambia), Dr Momodou Lamin Waggeh (Officer in charge of the Brikama hospital)
and Nyima Gaye (PetroNor)
in rigorous due diligence processes, complemented
by the publication of PetroNor’s Anti-Bribery &
Corruption policy. Additionally, PetroNor supports
gender diversity, publishing gender-disaggregated
employment reporting under the EITI Standard.
Both the Republic of Congo and Nigeria, being
the countries where PetroNor has oil and gas
operations, have pledged adherence to the EITI
standards. Additionally, Norway and the UK stand
as signatories to this global initiative.
The countries are evaluated on their progress in
meeting EITI Standard requirements through an
assessment process. Nigeria and the Republic of
Congo are reporting a score of “Moderate”, both
unchanged from last year’s reporting.
Country
Current
status
Last
validation
Republic of Congo
Moderate
2023
Nigeria
Moderate
2023
Prevention and detection of corruption and
bribery
PetroNor has a zero-tolerance to bribery and
corruption. The company complies with all
applicable anti-corruption laws and regulations.
PetroNor representatives must not accept, make,
seek, or offer bribes or monetary advantages of
any kind. The company has established a gift and
hospitality register to ensure compliance with the
Anti-Bribery & Corruption policy.
In September 2025, the company arranged with
the assistance of external expertise a compliance
session for all employees.
Incidents of corruption and bribery
During 2025, no cases of corruption or bribery have
been identified in the group, its supply chains, or its
business relations.
THE WAY FORWARD
PetroNor will in the years ahead continue to be
committed to transparency, governance, and
ethical practices. Our focus will be on ensuring the
effectiveness of IntegrityLog as our whistleblowing
mechanism and regularly enhancing our
procedures to address potential ethical violations.
Building on the zero-tolerance approach to
bribery and corruption, PetroNor will continue
to have focus on its risk management and due
diligence processes. This entails the exploration
of incorporating safeguards of human and labour
rights into contracts, in addition to continuing
to inform and emphasise the company’s ethical
standards when engaging with stakeholders in the
value chain.
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ESG report
Transparency Act Statement
The Transparency Act requires companies to respect fundamental human rights
and decent working conditions in connection with the production of goods and the
provision of services to ensure that the public have access to information regarding
how enterprises address adverse impacts on fundamental human rights and decent
working conditions.
The act imposes three main obligations on
companies:
a duty to carry out due diligence in accordance
with the OECD Guidelines for Multinational
Enterprises on Responsible Business Conduct
(hereafter OECD guidelines),
a duty to account for due diligence and
a duty to answer information requests
PetroNor E&P ASA (“PetroNor”, the “Company”)
is committed to the protection of internationally
recognised human rights and to fair and ethical
labour practices, both in operations and in
relations with business partners. The company
complies with all applicable laws and regulations,
including the Norwegian Transparency Act (“the
Transparency Act”).
This statement is prepared in accordance with
the Transparency Act and summarises PetroNor’s
governance, policies, and procedures regarding
the protection of human rights and decent working
conditions. It also outlines the risks identified
through due diligence assessments and measures
to mitigate these risks.
ABOUT PETRONOR
PetroNor is an Africa-focused independent oil
and gas exploration and production company
listed on Oslo Stock Exchange. PetroNor holds
exploration and production assets offshore West
Africa, specifically the PNGF Sud licences in Congo
Brazzaville and OML 113 in Nigeria. The company’s
headquarters is located in Norway, with country
offices in the Republic of Congo, United Kingdom,
Australia and Cyprus. During 2025, the company
counted 10 permanent fulltime employees and six
contractors that had served in the company.
PetroNor’s area of focus is on Africa and, more
specifically, proven and producing oil and gas
assets in the region with development and IOR
potential. PetroNor is present in the region with 2P
reserves at year-end 2025 of 14.6 MMbbls and an
average net production for 2025 of 4,300 bopd.
Commitment to human rights and decent
working conditions
PetroNor is dedicated to upholding high morale
and legal standards throughout its operations.
The company emphasises the obligation of its
management, employees, agents, and associates
to adhere to the utmost ethical business practices
in their interactions with customers, suppliers,
shareholders, colleagues, and the broader public.
To fulfil this commitment, PetroNor pledges to
conduct all business activities in alignment with the
Code of Conduct and the following principles:
Business transactions will be conducted fairly
and courteously, with due consideration given to
local customs and practices where applicable.
The company will execute its business in
accordance with its policies regarding health,
safety, and environmental protection.
PetroNor will strive to ensure that its activities
exert a positive impact on employees,
consumers,
communities, stakeholders, and all
other members of the public.
GOVERNANCE OF HUMAN RIGHTS AND
DECENT WORKING CONDITIONS
Responsibilities
The board of directors oversees ESG matters,
including human rights, working conditions, and
Transparency Act compliance. The executive
management oversees overall risk management,
ESG issues, and ensuring compliance with laws and
regulations.
Policies and governing documents
PetroNor has developed policies to prevent
violations of human rights, indecent working
conditions, damage to the environment, and
involvement with corruption. The policies
also cover data protection and whistleblower
mechanisms.
All the relevant policies are described in the
Code of Conduct (“CoC”), the Health, Safety and
Environmental Policy (“HSE-policy”), the Anti
Bribery and Corruption policy (“ABC-policy”), the
Anti Money Laundering Policy, and the Know Your
Supplier policy (“KYS-policy”).
As PetroNor also operates in countries with French
as the official language, all these policies have
been translated into French, in addition to the
English versions, and are readily available on the
company website in both languages. The policies
PETRONOR E&P ASA
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ESG report
are approved by the board of directors and apply
to all PetroNor representatives. All employees at
PetroNor have signed the company’s CoC. The
company also requires that all business partners,
joint venture associates, and suppliers adhere to
the principles outlined in the policies.
The CoC is not formally incorporated into the
procurement process. For larger contracts,
suppliers are required to either present their own
CoC and ABC-policy demonstrating equivalent
standards to that of the company, or they will be
obliged to sign the PetroNor CoC. The complete
integration of CoC into agreements for small
contracts is still pending.
Whistleblowing
PetroNor promotes transparency and openness
through its whistleblowing channel. The secure
online whistleblowing software, IntegrityLog
provided by Euronext, facilitates safe and
anonymous reporting of potential ethical violations
and wrongdoing.
In case of a reported incident, IntegrityLog’s
independent disclosure service promptly contacts
the relevant individual within the company to
initiate necessary procedures. Moreover, if a
disclosure is directly made to a management
representative or board member, the recipient
is obliged to diligently follow the agreed-upon
procedures for addressing the disclosure.
The whistleblowing channel is publicly available
on PetroNor’s website under the governance
page. The company actively encourages all
representatives to raise concerns about any aspect
of its business. No whistleblowing reports were
received in 2025.
DUE DILIGENCE WITH RESPECT TO
HUMAN RIGHTS AND DECENT WORKING
CONDITIONS
In January 2025, PetroNor conducted a supervised
workshop with the stated aim being to re-evaluate
and update the company’s risk assessment
in accordance with the obligations under the
Transparency Act. The assessment was based on
the ISO Standard 31000, in addition to the due
diligence framework in the OECD guidelines. The
evaluations were enhanced by incorporating
perspectives from recognised global risk
assessments and insights from employees.
During the assessment, PetroNor focused
mainly on examining the risks associated with its
operators and opted to assess these risks from a
broader strategic perspective. The evaluation of
the value chain centred around five categories and
their associated activities: exploration, appraisal,
development, production, and abandonment.
Notably, no occurring adverse incidents were
discovered during the due diligence assessment.
Based on previous risk assessments, PetroNor
continues its focus on four key risk areas. The
risk level is maintained for all key risk areas The
company has opted to exclude risks related to the
procurement of goods and services, such as IT
solutions and legal advisory, due to their minimal
impact in terms of size and scale compared to other
risks.
1.
Health and safety considerations for
employees
Securing the health and safety of its employees
remains a significant consideration for PetroNor
in the countries where it operates exploration
and production assets. In these locations, safety
concerns are linked to the security levels within
office buildings and transportation, affecting
both local staff and employees commuting from
Europe. PetroNor has established procedures
and a comprehensive safety policy for all traveling
employees to mitigate potential risks. Despite these
measures, the company recognises the risk of
human rights violations and compromised working
conditions, characterising the likelihood as present
but low.
2.
GDPR risks associated with physical
document storage
PetroNor acknowledges that the challenges
associated with physical document storage are
more pronounced in certain geographical areas.
The use of physical storage, as opposed to a secure
digital database, can pose risks, such as a potential
reduction in oversight and increased difficulty in
responding promptly to data requests as per the
obligations under the GDPR. PetroNor considers
the risk to be low overall.
3. Extreme weather disruptions
PetroNor is not immune to the potential impacts
of extreme weather disruptions. For instance, even
in regions with generally benign waters, such as off
the western coast of Africa, changes to the weather
systems poses potential risks to health and safety
for operators which could cause disruptions in the
supply chain. PetroNor emphasises the need to
address the associated risks ensuring the resilience
of operations and supply chains in the face of
unpredictable weather conditions. The company
assesses the risk of extreme weather disruptions to
be at a low level.
4.
Social unrest and conflicts
PetroNor continuously assesses potential risks
associated with social unrest and conflicts,
particularly in its operations in the Republic of
Congo and Nigeria. The company recognises that
such unrest has the potential to lead to violations
of human rights and decent working conditions for
suppliers. In regions marked by social and political
instability, there is a heightened risk of disruptions
that may impact the safety and well-being of
individuals involved in the supply chain. The
company assesses that while not very likely, should
PETRONOR E&P ASA
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ESG report
the risk materialise, it would have considerable
consequences. PetroNor continues to consider the
risk to be at a medium level.
MITIGATING MEASURES
Based on a review of the risk assessment, PetroNor
has not identified actual negative impacts on
fundamental human rights and decent working
conditions linked to its operations, the value chain
and its business partners.
PetroNor takes a proactive approach to the
updated risk assessment, with emphasis on
preventing negative impacts on fundamental
human rights and decent working conditions in
its operations, the value chain, and with business
partners.
In line with this commitment to the risk
management process, the company has
implemented a series of key measures:
Supplier and business partner risk
assessment:
Establish an overarching risk assessment for
suppliers and business partners.
Emphasise in-depth evaluations based on their
risk profiles.
Explore the possibility of contracts with new
suppliers to include provisions safeguarding
human and labour rights.
Operational oversight:
Regular visits by PetroNor’s management to
our operators’ local management and facilities
as well as to our own local employees and
contractors.
Maintain operational oversight through site
visits to yards, vessels, and platforms.
Accountability measures:
Continue to hold operators within the supply
chain accountable.
Request detailed information on measures
taken to mitigate the risk of human rights
violations and ensure decent working conditions.
These measures and initiatives will help PetroNor
understand the risks related to human rights and
decent working conditions.
PetroNor continuously updates its overall risk
assessment across all operational facets. Such
continuity aims to strengthen and refine the
company’s approach to risk evaluation, ultimately
bolstering its ability to identify potential risks
throughout the entire value chain as well as in their
own operations.
DUTY TO PROVIDE INFORMATION
PetroNor has established a procedure for handling
information requests under the Transparency Act
through its communication channel:
, easily available on the
dedicated Transparency Act page on the company’s
website.
No requests were made in 2025.
Oslo, Norway, 29 April 2026
Jens Pace
CEO of PetroNor
PETRONOR E&P ASA
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70
ESG report
Consolidated statement of comprehensive income
......................................................................
73
Consolidated statement of financial position
..................................................................................
74
Consolidated statement of changes in equity
..................................................................................
75
Consolidated statement of cash flows
...............................................................................................
76
Notes to the consolidated financial statements
............................................................................
77
Note 01
Corporate information
.........................................................................................................................................
77
Note 02
Basis of preparation
.............................................................................................................................................
77
Note 03
Significant accounting judgements, estimates and assumptions
...............................................................
77
Note 04
Revenue
.................................................................................................................................................................
78
Note 05
Cost of sales
...........................................................................................................................................................
79
Note 06
Exploration and evaluation expenses
...............................................................................................................
79
Note 07
Administrative expenses
.....................................................................................................................................
79
Note 08
Finance income and expense
.............................................................................................................................
80
Note 09
Tax expense
...........................................................................................................................................................
80
Note 10
Earnings per share
................................................................................................................................................
81
Note 11
Inventories
.............................................................................................................................................................
81
Note 12
Trade and other receivables
...............................................................................................................................
82
Note 13
Cash and cash equivalents
..................................................................................................................................
82
Note 14
Segment information
...........................................................................................................................................
83
Note 15
Property, plant, and equipment
.........................................................................................................................
83
Note 16
Intangible assets
...................................................................................................................................................
84
Note 17
Overlift, trade and other payables
...................................................................................................................
85
Note 18
Loans and borrowings
.........................................................................................................................................
85
Note 19
Provisions
...............................................................................................................................................................
85
Note 20
Share capital
..........................................................................................................................................................
86
Note 21
Reserves
.................................................................................................................................................................
86
Note 22
Related party transactions
.................................................................................................................................
87
Note 23
Risk Management
................................................................................................................................................
89
Note 24
Financial instruments
..........................................................................................................................................
91
Note 25
Subsidiaries and joint ventures
..........................................................................................................................
92
Note 26
Commitments and contingencies
......................................................................................................................
93
Note 27
Events subsequent to reporting date
...............................................................................................................
94
Note 28
Summary of accounting policies
........................................................................................................................
94
Financial statements
PetroNor E&P ASA
PETRONOR E&P ASA
ANNUAL REPORT 2025
71
Financial statements
Company statement of comprehensive income – PetroNor E&P ASA
........................................
98
Company statement of financial position – PetroNor E&P ASA
...................................................
99
Company statement of changes in equity – PetroNor E&P ASA
.................................................
100
Company statement of cash flows – PetroNor E&P ASA
.............................................................
100
Notes to the financial statements – PetroNor E&P ASA
...............................................................
101
Note 01
Corporate information
.......................................................................................................................................
101
Note 02
Basis of preparation
...........................................................................................................................................
101
Note 03
Employee benefit expenses
..............................................................................................................................
101
Note 04
Auditors’ remuneration
.....................................................................................................................................
101
Note 05
Investments
.........................................................................................................................................................
102
Note 06
Other receivables
...............................................................................................................................................
102
Note 07
Trade and other payables
..................................................................................................................................
102
Note 08
Loans and Borrowings
.......................................................................................................................................
103
Note 09
Equity
....................................................................................................................................................................
103
Note 10
Related parties
....................................................................................................................................................
104
Note 11
Risk management
...............................................................................................................................................
105
Note 12
Financial instruments
.......................................................................................................................................
106
Note 13
Commitments and contingencies
....................................................................................................................
106
Note 14
Events after the reporting period
....................................................................................................................
107
Note 15
Summary of significant accounting policies
..................................................................................................
107
Statement of directors’ responsibility
............................................................................................
108
Auditor’s report
...................................................................................................................................
109
Glossary and definitions
.....................................................................................................................
113
Corporate directory
.............................................................................................................................
113
PETRONOR E&P ASA
ANNUAL REPORT 2025
72
Financial statements
Consolidated statement of comprehensive income
Amounts in USD thousand
Note
For the
year ended
31 December
2025
For the
year ended
31 December
2024
Revenue
4
Cost of sales
5
(26,244 )
(105,189 )
Gross profit
Other operating income
Exploration and evaluation expenses
6
(6,941 )
(43 )
Administrative expenses
7
(7,973 )
(13,981 )
Profit from operations
Finance income
8
Finance expense
8
(361 )
(3,689 )
Foreign exchange gain/(loss)
(366 )
Profit before tax
Tax expense
9
(31,389 )
(39,976 )
Profit for the year from continuing operations
Profit from discontinued operation
(720 )
(1,534 )
Profit for the period
Other comprehensive income:
Exchange losses arising on translation of foreign operations
(102 )
Items that may subsequently be reclassified to profit or loss
(102 )
Total comprehensive income
Profit for the year attributable to:
Owners of the parent
Non-controlling interest
25
Total
Total comprehensive income attributable to:
Owners of the parent
Non-controlling interest
25
Total
Earnings per share attributable to members:
USD cents
USD cents
Basic profit per share
10
Diluted profit per share
10
PETRONOR E&P ASA
ANNUAL REPORT 2025
73
Consolidated financial statements
Consolidated statement of financial position
Amounts in USD thousand
Note
As at
31 December
2025
As at
31 December
2024
ASSETS
Current assets
Inventories
11
Trade receivables
12
Other receivables
12
Cash and cash equivalents
13
Total current assets
Non-current assets
Property, plant and equipment
15
Intangible assets
16
Other receivables
12
Total non-current assets
14
Total assets
LIABILITIES
Current liabilities
Trade payables
17
Other payables
17
Overlift
17
Loans and borrowings
18
Total current liabilities
Non-current liabilities
Other payables
17
Provisions
19
Total non-current liabilities
Total liabilities
NET ASSETS
Issued capital and reserves attributable to owners of the parent
Issued capital
20
Reserves
21
Retained earnings
21
Total
Non-controlling interests
22a
Total equity
PETRONOR E&P ASA
ANNUAL REPORT 2025
74
Consolidated financial statements
Consolidated statement of changes in equity
Amounts in USD thousand
Note
Share
capital
Share
premium
Foreign
currency
translation
reserve
Retained
earnings
Non-
controlling
interest
Total
For the year ended 31 December 2025
Balance at 1 January 2025
Profit for the year
Other comprehensive income:
21
Total comprehensive income for the year
Dividends to Non-controlling interest
(7,925 )
(7,925 )
Return of capital to shareholders
20
(55,809 )
(55,809 )
Balance at 31 December 2025
For the year ended 31 December 2024
Balance at 1 January 2024
Profit for the year
Other comprehensive income:
21
(102 )
(102 )
Total comprehensive loss for the year
(102 )
Dividends to Non-controlling interest
(7,925 )
(7,925 )
Transfer NCI balance to retained earnings
1
(3,737 )
Balance at 31 December 2024
1 Interests relating to the non-controlling interest of subsidiary company African Petroleum Senegal Limited have been unwound as the legal entity holding
those interests has been dissolved.
PETRONOR E&P ASA
ANNUAL REPORT 2025
75
Consolidated financial statements
Consolidated statement of cash flows
Amounts in USD thousand
Note
For the
year ended
31 December
2025
For the
year ended
31 December
2024
Cash flows from operating activities
Profit before tax
Adjustments for:
Depreciation and amortisation
15
Impairment
6
Unwinding of discount on decommissioning provision
19
Net foreign exchange differences
(102 )
Finance income
8
(1,915 )
(1,865 )
Finance expense
8
Reassessment of decommissioning provision
Adjusted operating profit
(Increase)/decrease in trade and other receivables
12
(34,806 )
Increase in advance against decommissioning cost
12
(1,185 )
(465 )
Decrease in decomissioning provision
19
(381 )
(1,509 )
Decrease/(increase) in inventories
11
(1,829 )
Increase/(decrease) in trade and other payables
17
(10,848 )
(Decrease)/increase in overlift
(35,782 )
Cash (used in)/generated from operations
Income taxes paid
8
(31,389 )
(39,976 )
Net cash flows from operating activities
Investing activities
Purchases of property, plant and equipment
15
(19,428 )
(13,061 )
Purchases of intangible assets
16
(261 )
(778 )
Proceeds/outflows of discontinued operations
(1,534 )
Net cash flows from investing activities
(19,689 )
(15,373 )
Financing activities
Return of capital to shareholders
20
(55,809 )
Repayment of loans and borrowings
18
(5,500 )
Interest on loans and borrowings
18
(9 )
(383 )
Interest income
Dividends paid to non-controlling interest
(7,925 )
(7,925 )
Net cash flows from financing activities
(61,828 )
(11,943 )
Net increase in cash and cash equivalents
(20,794 )
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
13
PETRONOR E&P ASA
ANNUAL REPORT 2025
76
Consolidated financial statements
Notes to the consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2025
Consolidated financial statements
77
Corporate information
(together the “Group” or the “PetroNor Group”) for the
year ended 31 December 2025 was authorised for issue in
profit entity’ and is a company limited by shares incorporated
in Norway
(code: PNOR), the main regulated marketplace of the Oslo Stock
Exchange, Norway. The principal activities of the Group are the
Basis of preparation
been prepared in accordance with IFRS® Accounting Standards
as adopted by the EU and are mandatory for financial years
beginning on or after 1 January 2025, and Norwegian disclosure
requirements listed in the Norwegian Accounting Act as of
31 December 2025. The consolidated financial statements have
been prepared on the basis of uniform accounting principles
for similar transactions and events under otherwise similar
The financial report is presented in United States Dollars, which
is the functional currency for all the material subsidiaries, and
all values are rounded to the thousand dollars unless otherwise
stated.
PNGF SUD OFFSHORE LICENCE
The Group holds its interest in the PNGF Sud offshore licence
through an arrangement that does not constitute a separate
legal entity and is not subject to joint control. The arrangement
is therefore accounted for in accordance with IAS 8 by applying
principles consistent with joint operations, with the Group
recognising its proportionate share of assets, liabilities,
revenues and expenses.
OML 113 LICENCE
The Group holds its interests in the OML 113 licence through a
joint venture. This investment is accounted for using the equity
method, with the underlying licence recognised as an intangible
asset within the joint venture.
The Board of Directors confirms that the annual financial
statements have been prepared pursuant to the going concern
assumption, and that this assumption was realistic as at the
balance sheet date. The going concern assumption is based
upon the financial position of the Group 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. PetroNor E&P ASA
is the parent company of the PetroNor Group. The financial
statements have been prepared on the assumption that the
PetroNor Group will continue as a going concern.
As discussed in the Board of Directors’ Report, the Group has
continued to operate effectively with a strong balance sheet and
cash flow position. This has enabled the directors of PetroNor
(the “Directors”) to form the opinion that the Group will be in a
position to continue to meet its liabilities and obligations for a
period of at least twelve months from the date of signing this
report.
In the view of the Board, the consolidated statement of
comprehensive income, consolidated statement of changes
in equity, consolidated statement of financial position and
consolidated statement of cash flows provide satisfactory
information about the operations, financial results and position
Significant accounting judgements, estimates and assumptions
As part of recognising assets and liabilities certain estimates
have been prepared based on historical knowledge and best-
available current information. The management apply their
professional judgment when assessing the assumptions to
be used in the calculation of the estimates. Estimates assume
a reasonable expectation of future events and are based on
current trends and economic data, obtained both externally and
within the Group.
Management has identified the following critical accounting
policies for which significant judgements, estimates and
assumptions are made. Actual results may differ from these
estimates under different assumptions and conditions and
may materially affect financial results or the financial position
reported in future period.
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2025
78
Further details of the nature of these assumptions and
conditions may be found in the relevant notes to the financial
statements.
HYDROCARBON RESERVE AND RESOURCE ESTIMATES
Hydrocarbon reserves are estimates of the amount of
hydrocarbons that can be economically and legally extracted
from the Group’s oil and gas properties. The Group estimates
its commercial reserves and resources 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 current long-
term Brent oil price assumption used in the estimation of
commercial reserves is 70 USD/bbl. The carrying amount of oil
and gas properties and licences at 31 December 2025 are shown
in Note 15 and 16.
The Group estimates and reports hydrocarbon reserves in
line with the principles contained in the Society of Petroleum
Engineers (SPE) Petroleum Resources Management Reporting
System (PRMS) framework. 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 oil and gas properties may be affected
due to changes in estimated future cash flows, Note 15;
Depreciation and amortisation charges in the statement
of profit or loss and other comprehensive income may
change where such charges are determined using the Unit
Of Production (UOP) method, or where the useful life of the
related assets change, Note 15;
Provisions for decommissioning are subject to re-estimation
— where changes to reserves estimates affect expectations
about when such activities will occur and the associated cost
of these activities, Note 19.
Decommissioning 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 decommissioning 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
decommissioning costs. 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 decommissioning costs required. Additional
Revenue
Amounts in USD thousand |
2025 |
2024 |
Revenue from contracts from customers |
||
Revenue from sales of petroleum products 1 |
33,116 |
139,945 |
Other Revenue |
||
Assignment of tax oil |
31,111 |
39,976 |
Assignment of royalties |
18,887 |
24,442 |
Marketing fees |
- |
170 |
Total Revenue |
83,114 |
204,533 |
Quantity of oil lifted (barrels) |
540,079 |
1,795,459 |
Average selling price (USD per barrel) |
61.32 |
77.94 |
Quantity of net oil produced after royalty, cost oil and tax oil (barrels) |
1,110,370 |
1,202,459 |
1 All revenue from the sales of petroleum products in 2025 is generated, recognised and transferred at a point in time. Invoices are due for settlement thirty
days from the Bill of Lading, the point at which crude oil had been loaded onto vessel for shipment. All Group revenue is derived from production in the
Republic of the Congo from the PNGF Sud offshore asset. The Group presents profit oil tax and royalties on a grossed-up basis as an income tax expense
PETRONOR E&P ASA
ANNUAL REPORT 2025
Consolidated financial statements
79
Cost of sales
Amounts in USD thousand |
2025 |
2024 |
Operating expenses |
20,556 |
19,957 |
Movement in oil overlift position |
(35,467) |
35,467 |
Royalty |
18,887 |
24,442 |
Depreciation and amortisation of oil and gas properties |
21,983 |
20,615 |
Provision for Diversified Investment |
1,259 |
1,627 |
Movement in oil inventory |
(974) |
3,081 |
Total |
26,244 |
105,189 |
The Congolese government levies a proportional 15 per cent
mining royalty on gross production before any cost recovery
for the PNGF Sud licences. Plus a further 1 per cent for
Exploration and evaluation expenses
Amounts in USD thousand |
2025 |
2024 |
Geological and geophysical studies |
266 |
43 |
Impairment loss 1 |
6,675 |
- |
Total |
6,941 |
43 |
Administrative expenses
Amounts in USD thousand |
2025 |
2024 |
Employee benefit expenses |
4,067 |
5,271 |
Legal and professional expenses |
2,285 |
5,757 |
Travelling expenses |
427 |
475 |
Corporate social responsibility |
- |
103 |
Restructuring expenses |
313 |
726 |
Other expenses |
881 |
1,649 |
Total |
7,973 |
13,981 |
have an occupational pension scheme (“Lov om obligatorisk
tjenestepensjon”). The Norwegian subsidiary that employs staff,
PetroNor E&P Services AS, contributes to an external defined
contribution scheme and therefore no pension liability is
recognised in the statement of financial position.
Under the Pensions Act 2008 every employer in the UK must put
certain staff into a workplace pension scheme and contribute
towards it. PetroNor E&P Services Limited, the subsidiary that
employs staff in the UK, contributes into an external defined
contribution scheme. As such, no pension liability is recognised
in the statement of financial position in relation to the
Company’s UK based employees.
There are currently no share-based payment incentive schemes
in place for employees. The cost of non-cash benefits to
employees is disclosed as short-term non-monetary benefits
above. Detailed disclosures on employee profiles is included
within the social information section of the Sustainability
Report.
The average full-time equivalent (FTE) employees for 2025 was
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2025
80
AUDITORS’ REMUNERATION
Amounts in USD thousand |
2025 |
2024 |
Paid or payable to BDO |
||
Audit review of financial reports |
||
BDO AS |
408 |
256 |
BDO Network firms |
95 |
46 |
Total |
503 |
302 |
Other non-assurance services |
||
BDO related practices |
17 |
77 |
Total |
17 |
77 |
Paid or payable to other audit firms |
||
Audit or review of financial reports |
20 |
62 |
Other non-assurance services |
77 |
35 |
Total |
97 |
97 |
Finance income and expense
Finance Income
Amounts in USD thousand |
2025 |
2024 |
Interest income |
1,915 |
1,865 |
Total |
1,915 |
1,865 |
Finance Expense
Amounts in USD thousand |
Note |
2025 |
2024 |
Unwinding of discount on decommissioning provision |
19 |
352 |
3,306 |
Other finance costs |
9 |
30 |
|
Interest on loans |
18 |
- |
353 |
Total |
361 |
3,689 |
Tax expense
Tax expense excluding tax on sale of discontinued operation
Amounts in USD thousand |
2025 |
2024 |
Tax expense |
||
Current income tax charge |
31,389 |
39,976 |
Total tax expense reported in the consolidated statement of comprehensive income |
31,389 |
39,976 |
The petroleum tax charge relates to the Congolese subsidiary
and reflects the State’s entitlement to a portion of oil
production under the applicable fiscal regime. Instead of paying
taxes based on taxable income in cash, the government receives
its share directly in physical oil. This includes a mining royalty
representing a fixed percentage (15%) of gross production, as
well as a share of profit oil (and super profit oil when oil prices
exceed certain thresholds). Profit oil is allocated between the
State and the joint venture partners in accordance with the
production sharing contracts. As a result, corporate income
tax is effectively settled through the State’s share of profit oil,
and no separate cash tax payment is made. Revenues from oil
sales are therefore recognised net of the State’s production
entitlements.
Average effective tax rate for the year was 38 per cent (2024:
20 per cent) based on gross revenue of the Group. The tax
expense in Congo is associated to the gross production for the
year and not the timing of oil sales lifting. Consequently, the
lower effective rate on gross revenue in 2024 for the group was
due to the significant overlift and record oil sales last year.
No deferred tax has been recognised in relation to loss making
Group subsidiaries engaged in exploration and or development
projects due to the uncertainty on whether there will be
PETRONOR E&P ASA
ANNUAL REPORT 2025
Consolidated financial statements
81
Earnings per share
There are nil options as at 31 December 2025 (31 December 2024: nil).
Amounts in USD thousand | 2025 | 2024 |
Profit attributable to ordinary shareholders from continuing operations | ||
Profit attributable to the ordinary equity holders used in calculating | ||
basic/diluted profit per share | 8,013 | 35,172 |
Profit attributable to the ordinary equity holders used in calculating | ||
basic/diluted profit per share | 8,013 | 35,172 |
Weighted average number of ordinary shares outstanding during the period used in the | ||
calculation of profit/(loss) per share | 2025 | 2024 |
Basic | 142,356,855 | 142,356,855 |
Diluted | 142,356,855 | 142,356,855 |
Earnings per share | 2025 | 2024 |
USD Cents | USD Cents | |
Basic | 5.63 | 24.7 |
Diluted | 5.63 | 24.7 |
Losses attributable to the discontinued operations in Guinea-Bissau have been adjusted for in EPS
Inventories
Amounts in USD thousand | 2025 | 2024 |
Crude oil inventory | 661 | - |
Materials and supplies | 14,433 | 13,265 |
Total | 15,094 | 13,265 |
The crude oil inventory and the material and supplies inventory
are valued at the lower of cost and net realisable value. Cost is
determined using the weighted average method. Net realisable
value is the estimated selling price, less applicable selling
expenses. The cost of inventory includes all costs related
to bringing the inventory to its current condition, including
processing costs, labour costs, supplies, direct and allocated
indirect operating overhead and depreciation expense, where
applicable, including allocation of fixed and variable costs to
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2025
82
Trade and other receivables
Amounts in USD thousand |
2025 |
2024 |
Recoverability less than one year |
||
Trade receivables |
- |
64,010 |
Other receivables 1 |
7,905 |
5,405 |
Total |
7,905 |
69,415 |
Recoverability more than one year |
||
Other receivables: |
||
Due from related parties 2 |
13,543 |
11,681 |
Advance against decommissioning cost 3 |
31,700 |
30,515 |
Fair value of contingent consideration 4 |
1,880 |
2,600 |
Total |
47,123 |
44,796 |
1
As at 31 December 2025, Other receivables included a balance of USD 7.58 million in relation to advance payments of consideration for the agreement with
New Age to acquire their 32 per cent project and economic and voting interest of OML 113 in Nigeria. This transaction completed post period end in February
2026.
2
The Group disposed of its interests in fully owned subsidiaries Aje Nigeria Holding B.V., Aje Services Holding B.V. and Aje Production Ltd. The transaction
completed on 29 December 2023 with the consideration of USD 10 million expected to be settled via the allotment and issue of new shares in Aje Production
AS. USD 1 million relates to an assignment fee to be recovered from the joint venture in due course. Refer to note 22c for further information. The entire
receivable is held against Aje Production AS and once the share settlement eventuates, the value will be reclassified to an investment in Aje Production AS.
3
In addition to the booking of the decommissioning cost asset and provision, the contractors group and the Congolese Government have agreed to set up
funds for the decommissioning cost in an escrow account which is managed by the operator. The advances of the funds for the year are made on the basis of
an average rate of USD 0.50 per barrel produced (2024: USD 0.50 per barrel). Refer to Note 19 for further details on the decommissioning provision.
4
PetroNor assessment of the fair value of the contingent consideration of the exploration licences in Guinea-Bissau as at 31 December 2025 was USD 1.88
million an impairment of by USD 0.7 million on prior valuation .
There was a nil balance for Trade receivables at year-end, after
the oil sales lifting in November was settled in cash during
December.
The Group has adopted the simplified approach allowable
under IFRS 9 Financial Instruments where the Group measures
the provision for impairment for trade receivables and amounts
due from related parties at an amount equal to lifetime ECL.
The ECL on trade receivables are estimated using a provision
matrix by reference to past default experience of the debtor and
an analysis of the debtors’ current financial position, adjusted
for factors that are specific to the debtors’ general economic
conditions and forward looking elements of the industry in
which the debtors operate and an assessment of both the
current as well as the forecast direction of conditions at the
reporting date. The group has established a provision matrix
that is based on its historical credit-loss experience, adjusted
for forward looking factors specific to the debtors and the
economic environment. At 31 December 2025, the provision for
Cash and cash equivalents
Amounts in USD thousand |
2025 |
2024 |
Cash in bank |
58,874 |
79,668 |
Restricted cash |
24 |
24 |
58,898 |
79,692 |
Restricted cash at 31 December 2025 represents ringfenced cash payable to Norwegian authorities in relation to employment
PETRONOR E&P ASA
ANNUAL REPORT 2025
Consolidated financial statements
83
Segment information
The operating segment has been identified based on the
information available to chief operating decision-makers – being
the Board and the executive management team.
For management purposes, the Group is organised into one
main operating segment, which involves exploration and
production of hydrocarbons. All of the Group’s activities are
interrelated, and discrete financial information is reported
to Chief Operating Decision Maker as a single segment.
Accordingly, all significant operating decisions are based upon
analysis of the Group as one segment. The financial results from
this segment are equivalent to the financial statements of the
Group as a whole.
The Group only has one operating segment, being exploration
and production of hydrocarbons.
The analysis of the location of non-current assets is as follows:
Amounts in USD thousand |
2025 |
2024 |
Congo |
114,152 |
118,059 |
Gambia |
- |
6,414 |
Guinea-Bissau |
1,880 |
2,600 |
Norway and other |
||
countries |
13,570 |
11,791 |
129,602 |
138,864 |
The interest in OML 113 in Nigeria is held indirectly via
the jointly controlled holding company Aje Production AS,
therefore is classified within the Norwegian assets in the table
Property, plant, and equipment
PRODUCTION ASSETS AND EQUIPMENT
Amounts in USD thousand |
2025 |
2024 |
Cost |
||
At 1 January |
145,095 |
132,033 |
Additions |
16,814 |
13,061 |
Disposals |
- |
- |
At 31 December |
161,909 |
145,095 |
Depreciation |
||
At 1 January |
59,205 |
39,243 |
Charge for the year |
21,582 |
19,962 |
Depreciation on disposals |
- |
- |
At 31 December |
80,787 |
59,205 |
Net carrying amount |
||
At 31 December |
81,122 |
85,890 |
Production assets and equipment are carried at the following values:
Amounts in USD thousand |
2025 |
2024 |
Oil & gas CAPEX |
75,256 |
74,842 |
Decommissioning costs |
5,732 |
10,910 |
Other |
134 |
138 |
81,122 |
85,890 |
PPE assets are distributed geographically as follow:
Amounts in USD thousand |
2025 |
2024 |
Congo |
81,100 |
85,780 |
Other |
22 |
110 |
81,122 |
85,890 |
Amounts in USD thousand |
2025 |
2024 |
Right-of-use assets |
118 |
120 |
During the year, the price-book fell below one, a possible
indicator of impairment. The carrying value of production
assets were assessed against their risked economic value. Two
of the key factors in the economic evaluation of hydrocarbon
assets are the future oil prices and the recoverable reserves of
the assets, the bench mark oil price used economic valuations
was 70 USD/bbl. Please reference the Reserves report and the
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2025
84
Intangible assets
LICENCES AND APPROVALS
Amounts in USD thousand |
2025 |
2024 |
Cost |
||
At 1 January |
13,803 |
13,025 |
Additions |
261 |
952 |
Disposals |
- |
(174) |
Impairment loss (refer to note 6) |
(6,675) |
- |
At 31 December |
7,389 |
13,803 |
Accumulated amortisation and impairment |
||
At 1 January |
5,625 |
5,165 |
Amortisation |
412 |
460 |
At 31 December |
6,037 |
5,625 |
Net carrying value |
||
At 1 January |
8,178 |
7,860 |
At 31 December |
1,352 |
8,178 |
LICENCE OVERVIEW
Congo
In 2017, subsidiary company Hemla E&P Congo SA acquired
interests in three development and production permits
(Tchendo II: 20 per cent; Tchibouela II: 20 per cent and Tchibeli-
Litanzi II: 20 per cent) which will respectively end in December
2037, with possible extensions for five years. All these three
licences are called or named collectively “PNGF Sud” and
together comprise an area of 482.28 km
2
. The operator of the
licences is Perenco, and the carrying value as at 31 December
2025 is USD 1.3 million. This number is net of depletion, the
Congo intangible assets are the only intangibles in active use
and being amortised.
The Gambia
In December 2025 PetroNor announced that following
discussions with the government of The Gambia it was
relinquishing its rights to the licence.
RESERVES AND RESOURCES
The Group has adopted a policy of regional reserve reporting
using external third-party companies to audit its work and
certify reserves and resources. 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 March 2007. Three60 Energy Norway AS provided the
third party verifications of the PNGF Sud reserves. AGR Tracs
provided the third party verification of the Aje resources.
The following is a summary of key results from the Annual
Reserve Report (ASR) (net of the Group’s share):
1P/1C |
2P/2C |
3P/3C |
|
reserves/ |
reserves/ |
reserves/ |
|
resources |
resources |
resources |
|
Asset |
MMbbls |
MMbbls |
MMbbls |
PNGF Sud reserves |
10.5 |
14.6 |
18.3 |
PNGF Sud contingent |
|||
resources |
2.9 |
7.2 |
15.6 |
Definitions:
1P) Proved reserves
Proved Reserves are those quantities of petroleum, which by
analysis of geoscience and engineering data, can be estimated
with reasonable certainty to be commercially recoverable, from
a given date forward, from known reservoirs and under defined
economic conditions, operating methods, and government
regulations.
2P) Proved plus Probable Reserves
Probable Reserves are those additional reserves which analysis
of geoscience and engineering data indicate are less likely to
be recovered than Proved Reserves but more certain to be
recovered than Possible Reserves.
3P) Proved plus Probable plus Possible Reserves
Possible Reserves are those additional reserves which analysis
of geoscience and engineering data indicate are less likely to be
PETRONOR E&P ASA
ANNUAL REPORT 2025
Consolidated financial statements
85
Overlift, trade and other payables
Amounts in USD thousand | 2025 | 2024 |
Amounts due less than one year: | ||
Trade payables | 6,879 | 5,525 |
Overlift payable 1 | - | 35,782 |
Other payables and accrued liabilities | 3,289 | 3,291 |
Taxes and state payables | 487 | 529 |
10,655 | 45,127 | |
Amounts due more than one year: | ||
Other payables | 55 | 3 |
55 | 3 |
1 A trading agreement entered during the second quarter of 2024, allowed PetroNor to lift and sell more oil than the entitlement interest it had in stock at the
Djeno terminal at the time of lifting. This overlift position and was replenished from continuing production during the first half of 2025, thus being reduced
Loans and borrowings
Amounts in USD thousand | 2025 | 2024 |
At 1 January | - | 5,500 |
Principal repayment | - | (5,500) |
Interest on loan accrued | - | 353 |
Interest on loan paid | - | (353) |
At 31 December | - | - |
Provisions
DECOMMISSIONING PROVISION
In accordance with 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 exact timing of the obligations is
uncertain and depends on the rate the reserves of the field are
depleted.
Based on the existing production profile of PNGF Sud and
the size of the reserves, it is expected that expenditure on
retirement is likely to be after more than ten years. The current
bases for the provision are a discount rate of 6.25 per cent
(2024: 6.25 per cent) and an inflation rate of 3.1 per cent (2024:
4.3 per cent). The initial decommissioning provision study was
prepared internally by the operator Perenco. The Company
reassessed the applicable inflation rate during 2025, the impact
of the reassessment was a net liability decrease of USD 4.3
million where USD 1.6 million was offset against the unwinding
of discount of the decommissioning in 2025.
The following table presents a reconciliation of the beginning
and ending aggregate amounts of the obligations associated
with the retirement of oil and natural gas properties:
Decommissioning provision
Amounts in USD thousand | Note | 2025 | 2024 |
At 1 January | 31,859 | 23,749 | |
Arising during the year | - | 4,804 | |
Adjustment to estimated retirement obligation | (2,625) | - | |
Unwinding of discount on decommissioning | 8 | 352 | 3,306 |
At 31 December | 29,586 | 31,859 | |
Other provisions | 2,982 | 3,364 | |
Total provisions | 32,568 | 35,223 |
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2025
86
Share capital
Ordinary shares participate in dividends and the proceeds on
winding up of the Company in proportion to the number of
shares held and in proportion to the amount paid up on the
shares held.
At shareholders’ meetings, each ordinary share entitles the
holder to one vote in proportion to the paid-up amount of the
share when a poll is called, otherwise each shareholder has one
vote on a show of hands.
Reconciliation of movement in shares on issue
Number of fully |
Number of fully |
|
paid ordinary |
paid ordinary |
|
shares |
shares |
|
2025 |
2024 |
|
Balance at the beginning of the year |
142,356,855 |
142,356,855 |
Balance at end of the year |
142,356,855 |
142,356,855 |
The share capital of the Company is NOK 1,423,658.55 divided into 142,356,855 shares, each with a nominal value of NOK 0.01.
Reconciliation of movements in issued capital
Share capital
Amounts in USD thousands |
2025 |
2024 |
Opening balance |
159 |
159 |
Balance at end of the period |
159 |
159 |
Share premium
Share premium reserve represents excess of subscription
value of the shares over the nominal amount.
Amounts in USD thousands |
2025 |
2024 |
Opening balance |
71,956 |
71,956 |
Return of capital to shareholders |
(55,809) |
- |
Balance at end of the period |
16,147 |
71,956 |
On 23 December 2024, the Board of Directors resolved to
propose a distribution in the amount of NOK 2.0 per share to
shareholders in the Company to take place in January 2025,
based on an audited interim balance sheet from 9 December
2024. Following the approval received at the Company’s
Extraordinary General Meeting held on 23 January 2025, the
distribution took place on 31 January 2025.
A further distribution was
proposed on 28 April 2025 in the
amount of NOK 2.2 per share to shareholders in the Company.
The distribution took place on 31 May 2025 following the
Reserves
The movement in reserves are reflected in the statement of
changes in equity.
The foreign currency translation reserve is used to recognise
foreign currency exchange differences arising on translation of
Retained earnings
All other net gains and losses and transactions with owners not
recognised elsewhere.
No dividends were declared during the year by PetroNor E&P
PETRONOR E&P ASA
ANNUAL REPORT 2025
Consolidated financial statements
87
Related party transactions
BOARD AND KEY MANAGEMENT PERSONNEL REMUNERATION
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the Group, including the Directors listed on page 28, and the following other key personnel:
Jens Pace |
Chief Executive Officer |
Claus Frimann-Dahl |
Chief Technical Officer |
Chris Butler |
Group Financial Controller |
Remuneration of board and key management personnel
Post- |
|||||||
2025 |
Salary |
Other cash |
Severance |
employment |
|||
Amounts in USD |
Designation |
and fees |
Bonus |
benefits |
Package |
benefits |
Total |
J Iskander |
Chair |
67,357 |
- |
- |
- |
- |
67,357 |
J Norman-Hansen |
Board member |
53,343 |
- |
- |
- |
- |
53,343 |
A Georghiou |
Board member |
58,585 |
- |
- |
- |
- |
58,585 |
J Pace |
Chief Executive Officer |
518,723 |
137,283 |
- |
- |
- |
656,006 |
C Frimann-Dahl |
Chief Technical Officer |
257,646 |
161,960 |
3,163 |
- |
5,345 |
428,114 |
C Butler |
Group Financial Controller |
260,155 |
174,352 |
6,498 |
- |
19,416 |
460,421 |
A Fawzi 1 |
Board member |
12,763 |
- |
- |
- |
- |
12,763 |
TOTAL |
1,228,572 |
473,595 |
9,661 |
- |
24,761 |
1,736,589 |
1
Azza Fawsi did not stand for re-election as board member at the Company’s Extraordinary General Meeting held on 20 March 2025.
Post- |
|||||||
2024 |
Salary |
Other cash |
Severance |
employment |
|||
Amounts in USD |
Designation |
and fees |
Bonus |
benefits |
Package |
benefits |
Total |
J Iskander |
Chair |
42,987 |
83,064 |
- |
- |
- |
126,051 |
E Alhomouz 1 |
Former chair |
172,500 |
140,877 |
313,377 |
|||
I Smines Tybring-Gjedde 2 |
Board member |
38,973 |
84,526 |
123,499 |
|||
G Kielland 2 |
Board member |
38,973 |
84,526 |
123,499 |
|||
A Fawzi |
Board member |
47,208 |
84,526 |
- |
- |
- |
131,734 |
J Norman-Hansen |
Board member |
47,208 |
84,526 |
- |
- |
- |
131,734 |
J Pace |
Chief Executive Officer |
523,580 |
135,623 |
- |
- |
- |
659,203 |
C Frimann-Dahl |
Chief Technical Officer |
257,646 |
39,324 |
2,666 |
- |
15,569 |
305,180 |
M Barrett |
Exploration Manager |
209,289 |
- |
1,886 |
223,964 |
- |
435,139 |
C Butler |
Group Financial Controller |
252,317 |
41,599 |
6,936 |
- |
18,824 |
319,676 |
E Sultan 3 |
Strategy and contracts |
||||||
Manager |
126,000 |
- |
- |
21,000 |
- |
126,000 |
|
TOTAL |
1,725,656 |
778,591 |
11,488 |
244,964 |
34,393 |
2,795,092 |
1
Eyas Alhomouz did not stand for re-election as Chair at the Annual General meeting held on 29 May 2024.
2
Ingvil Smines Tybring-Gjedde and Gro Kielland resigned as board members on 1 November 2024.
3
As part of the restructuring process Michael Barrett and Emad Sultan left the company on 31 August 2024 and 30 June 2024 respectively.
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2025
88
Share holdings by Directors and other Key Management Personnel
Balance |
Shares |
Granted as |
Net change |
Balance |
|
1 January 2025 |
purchased |
remuneration |
other |
31 December 2025 |
|
J Norman-Hansen 1 |
215,060 |
- |
- |
- |
215,060 |
J Pace |
146,553 |
- |
- |
- |
146,553 |
C Frimann-Dahl |
60,456 |
- |
- |
- |
60,456 |
C Butler |
23,430 |
- |
- |
- |
23,430 |
445,499 |
- |
- |
- |
445,499 |
1
In addition to the share holding above, Jarle Norman-Hansen holds shares indirectly through Ambolt Invest AS totalling 8,758,329
Other board members and key management not included in the above table held no shares during the current year.
22B.
SIGNIFICANT SHAREHOLDERS
31 December 2025 |
31 December 2024 |
||
Shareholder |
Place of incorporation |
Ownership |
Ownership |
Petromal LLC – Sole Proprietorship LLC |
UAE |
33.82% |
33.82% |
Symero Ltd |
Cyprus |
9.99% |
9.75% |
Ambolt Invest AS |
Norway |
6.15% |
6.15% |
Sjøvollen AS |
Norway |
4.20% |
8.62% |
Gulshagen III AS |
Norway |
3.16% |
3.16% |
Gulshagen IV AS |
Norway |
3.16% |
3.16% |
All of the shares held by Petromal LLC are recorded in the name of nominee company, Clearstream Banking S.A. on behalf of
Petromal LLC.
Non-Executive Chairman, Mr. Joseph Iskander is the Chief Executive Officer of Emirates International Investment
Company, sister company to Petromal LLC. Gulshagen III AS is controlled by Sjøvollen AS. Ambolt Invest AS is a company controlled
by Jarle Norman-Hansen who is a board member.
TRANSACTIONS AND PERIOD-END BALANCES WITH RELATED PARTIES
Balances due from and due to related parties disclosed in the consolidated statement of financial position:
Amounts in USD thousand |
2025 |
2024 |
Balances due from related parties |
||
Receivable from Aje Production AS and its subsidiaries |
13,543 |
11,681 |
13,543 |
11,681 |
Amounts due from/to related parties included in the consolidated statement of financial position are interest-free and have no fixed
PETRONOR E&P ASA
ANNUAL REPORT 2025
Consolidated financial statements
89
Risk Management
Credit risk is the risk of financial loss to the Group if a
counterparty fails to meet its contractual obligations. The
Group’s exposure to credit risk arises primarily from cash and
cash equivalents, receivables (including amounts due from
related parties), and other financial assets.
The Group’s exposure to third-party credit risk is limited. Trade
receivables arise mainly from crude oil sales to established
counterparties, with contractual payment terms typically
within 30 days of bill of lading. At 31 December 2025, the
Group had no outstanding trade receivables (2024: USD 64.0
million), reflecting the timing of liftings and receipts around the
reporting date.
A significant portion of the Group’s financial assets relates to
balances with related parties, including entities involved in
the development of oil and gas interests. These entities may
not yet generate revenue and are therefore dependent on
shareholder funding. Credit risk associated with these balances
is managed through ongoing monitoring of the financial
position, cash flow forecasts and funding requirements of the
relevant counterparties. The Group also considers its ability and
intention to provide continued financial support to such entities,
where appropriate.
The Group’s financial assets at 31 December 2025 primarily
comprise cash and cash equivalents of USD 58.9 million
(2024: USD 79.7 million), amounts due from related parties of
USD 13.5 million (2024: USD 11.7 million), advances relating to
decommissioning costs of USD 31.7 million (2024: USD 30.5
million), and other receivables of USD 9.7 million (2024: USD 8.0
million).
Cash and cash equivalents are held with financial institutions
with high credit ratings. The Group manages its exposure
by placing funds only with approved counterparties and by
monitoring the creditworthiness of these institutions on an
ongoing basis.
The Group applies the expected credit loss model in accordance
with IFRS 9. Given the nature of its counterparties and the
Group’s assessment of their financial position, including
the availability of shareholder support, no expected credit
losses have been recognised in respect of financial assets at
31 December 2025 (2024: nil).
The maximum exposure to credit risk at the reporting date is
represented by the carrying amount of each class of financial
The Group seeks to limit its liquidity risk by ensuring financial
support is available from the shareholders. The Group’s terms
of sales requires amounts to be paid within 30 days from the
bill of lading, the point at which crude oil had been loaded onto
vessel for shipment. Trade payables are normally settled within
90 to 120 days of the date of receipt of invoice.
The table below summarises the maturity profile of the Group’s
financial liabilities at 31 December 2025 based on contractual
undiscounted payments.
Between |
Between |
||||||
Less than |
1 and 3 |
3 months |
More than |
||||
Amounts in USD thousand |
Note |
On demand |
1 month |
months |
and 1 year |
1 year |
Total |
31 December 2025 |
|||||||
Trade accounts payable |
17 |
- |
6,884 |
- |
- |
- |
6,884 |
Amounts due to related parties |
22d |
- |
- |
- |
- |
- |
- |
Other payable |
17 |
3,289 |
- |
- |
- |
55 |
3,344 |
Total |
3,289 |
6,884 |
- |
- |
55 |
10,228 |
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2025
90
Between |
Between |
||||||
Less than |
1 and 3 |
3 months |
More than |
||||
Amounts in USD thousand |
Note |
On demand |
1 month |
months |
and 1 year |
1 year |
Total |
31 December 2024 |
|||||||
Trade accounts payable |
17 |
- |
5,525 |
- |
- |
- |
5,525 |
Amounts due to related parties |
22c |
8 |
- |
- |
- |
- |
8 |
Other payable |
17 |
3,283 |
- |
- |
- |
3 |
3,286 |
Total |
3,291 |
5,525 |
- |
- |
3 |
8,819 |
The Company had USD million 58.9 million (2024: 79.7 million)
in unrestricted cash as of 31 December 2025. Should
additional funding be required in the future for additional
capital expenditure for new development phases or working
capital requirements, the Company has various alternatives
available which it can explore to fulfil such additional
requirements. The options include, amongst others, debt
financing, offtake prepayment structures. As a result,
the financial statements have been prepared under the
assumption of going concern and realisation of assets and
The Group operates internationally and is exposed to risk
arising from various currency exposures, primarily with respect
to the Norwegian Kroner (NOK), and the Great British Pound
(GBP). 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 statement of
comprehensive income and statement of financial position, on
a pre-tax basis, 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.
A 20 per cent strengthening or weakening of the USD against
the following currencies at 31 December 2025 would have
increased/(decreased) equity and profit or loss, on a pre-tax
basis, 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.
31 December 2025 |
31 December 2024 |
|||
Amounts in USD thousand |
+20% |
-20% |
+20% |
-20% |
USD vs NOK |
||||
Cash |
(27) |
27 |
(6) |
6 |
Receivables |
(22) |
22 |
(49) |
49 |
Payables |
95 |
(95) |
103 |
(103) |
46 |
(46) |
48 |
(48) |
|
USD vs GBP |
||||
Cash |
(13) |
13 |
(13) |
13 |
Receivables |
6 |
(6) |
(2) |
2 |
Payables |
27 |
(27) |
26 |
(26) |
20 |
(20) |
11 |
(11) |
|
PETRONOR E&P ASA
ANNUAL REPORT 2025
Consolidated financial statements
91
The primary objective of the Group’s capital management is to
continuously evaluate measures to strengthen its financial basis
and to ensure that the Group is fully funded for its committed
2026 activities. The Group manages its capital structure and
adjusts it in light of changes in economic conditions. In order to
maintain or change the capital structure, the Group may adjust
the amount of dividend payments to shareholders, return
capital to shareholders or issue new shares.
The group expects future investments in hydrocarbon assets
to be served by cash flow for ongoing operations However it
is also expected that the group will look to raise debt to part-
fund future growth. Uncertainties arising from the indictment
of a Group company may make access to capital markets
challenging. Financing may only be available on unfavourable
or restrictive terms . Restrictions in access to capital may make
the Group lose or forego attractive opportunities which in turn
would have a negative impact on the group’s financial position
and future prospects.
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
Financial instruments
Financial instruments comprise financial assets and financial
liabilities.
Financial assets consist of bank balances and cash, amounts
due from related parties and trade and some other receivables.
Financial liabilities consist of amounts due to related parties,
loans payable, trade account payables and some other liabilities.
Financial Assets
Fair value through |
||||
profit or loss |
Amortised cost |
|||
Amounts in USD thousand |
2025 |
2024 |
2025 |
2024 |
Cash and cash equivalents |
- |
- |
58,898 |
79,692 |
Trade and other receivables 2 |
1,880 |
2,600 |
21,383 |
81,096 |
Advance against decommissioning cost 1 |
- |
- |
31,700 |
30,515 |
1,880 |
2,600 |
111,981 |
191,303 |
|
1 The Group has advanced USD 31.7 million in cash to the operator as a contribution towards the future obligation to decommission the PNGF asset.
2 The valuation of contingent consideration was reviewed, and the risk profile increased, therefore there was a reduction in fair value booked.
Financial Liabilities
Amortised cost |
||
Amounts in USD thousand |
2025 |
2024 |
Trade and other payables |
10,646 |
45,129 |
10,646 |
45,129 |
|
The fair values of the Group’s financial instruments are
not materially different from their carrying amounts at the
reporting date largely due to the short-term maturities of
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2025
92
Subsidiaries and joint ventures
Subsidiaries
The principal subsidiaries of the PetroNor E&P ASA, all of which have been included in these consolidated financial statements, are
as follows:
Proportion of effective ownership |
||||
interest at 31 December |
||||
Country of |
Principal place |
|||
Name |
incorporation |
of business |
2025 |
2024 |
PetroNor E&P Pty Limited |
Australia |
Australia |
100% |
100% |
PetroNor E&P Ltd |
Cyprus |
Cyprus |
100% |
100% |
PetroNor E&P Services AS |
Norway |
Norway |
100% |
100% |
PetroNor E&P Services Ltd |
United Kingdom |
United Kingdom |
100% |
100% |
PetroNor E&P AB |
Sweden |
Guinea-Bissau |
100% |
100% |
PetroNor E&P Gambia Ltd |
Cayman Islands |
The Gambia |
100% |
100% |
Hemla Africa Holding AS |
Norway |
Norway |
100% |
100% |
Hemla E&P Congo SA |
Congo |
Congo |
84.15% |
84.15% |
African Petroleum Corporation Ltd |
Cayman Islands |
United Kingdom |
100% |
100% |
African Petroleum Senegal Ltd |
Cayman Islands |
Senegal |
100% |
100% |
Material non-controlling interests
The Group holds 84.15 per cent of the share capital of Hemla E&P Congo SA. Set out below is summarised financial information for
the subsidiary that has non-controlling interests that are material to the group. The amounts disclosed for the subsidiary are before
Summarised statement of financial position
| Hemla E&P Congo SA |
||
Amounts in USD thousand |
2025 |
2024 |
Current asset |
50,782 |
109,754 |
Current liabilities |
8,456 |
42,445 |
Current net assets |
42,326 |
67,309 |
Non-current assets |
114,152 |
118,059 |
Non-current liabilities |
32,623 |
35,223 |
Non-current net assets |
81,529 |
82,836 |
Net assets |
123,855 |
150,145 |
Accumulated NCI |
20,256 |
24,693 |
PETRONOR E&P ASA
ANNUAL REPORT 2025
Consolidated financial statements
93
Summarised statement of comprehensive income
| Hemla E&P Congo SA |
||
Amounts in USD thousand |
2025 |
2024 |
Revenue |
83,114 |
204,532 |
Profit for the period |
23,710 |
53,740 |
Other comprehensive income |
- |
- |
Total comprehensive income for the year |
23,710 |
53,740 |
Profit allocated to NCI |
3,758 |
8,518 |
Dividends paid to NCI |
7,925 |
7,925 |
Summarised cash flows
| Hemla E&P Congo SA |
||
Amounts in USD thousand |
2025 |
2024 |
Cash flows from operating activities |
30,227 |
29,186 |
Cash flows from investing activities |
(19,433) |
(8,649) |
Cash flows from financing activities |
(7,925) |
(7,925) |
Net (decrease)/increase in cash and cash equivalents |
2,869 |
12,612 |
Joint Ventures
Proportion of effective control |
||||
| at 31 December |
||||
Country of |
Principal place |
|||
Name |
incorporation |
of business |
2025 |
2024 |
Aje Production AS |
Norway |
Norway |
50% |
50% |
Aje Production AS is a small group that holds non-operating
interests in the Nigerian OML 113 licence through Nigerian
subsidiaries Aje Production Ltd and YFP Deepwater Company
Ltd.
PetorNor’s interest in Aje Production AS is carried as an
“other receivable” on the balance sheet at 31 December
2025 at USD 13.5 million. Comprising the initial USD 11.0
million consideration and PetroNor’s subsequent USD 2.5
million
funding for joint venture redevelopment activity.
Consideration share have not yet been issued . Once the
issue of shares is formally recognised this will be reclassified
as an investment and recognised at fair
Commitments and contingencies
Production asset commitments
As at 31 December 2025, the Group had approved the budget
for PNGF Sud operations in Congo that included planned
capex expenditure for coming year of USD 4.6 million (2024
USD 18.3 million) representing HEPCO’s equity interest funding
Legal matters
As at 31 December 2025, group subsidiary Hemla Africa Holding
AS was a defendant in a civil lawsuit in the courts in Norway
concerning a claim for compensation. The merits of the matter
have not yet been scheduled to be heard in court.
No provision has been recognised in relation to this matter
which is considered a contingent liability.
OML 113 Conditional Consideration
An additional consideration of USD 0.10 per 1,000 cubic feet
of the Aje Natural Gas Sales Volume is to be paid once the
conditions of the past share purchase acquisition are met. This
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2025
94
Events subsequent to reporting date
In January 2026, Økokrim decided to formally indict group
subsidiary Hemla Africa Holding AS (“Hemla”) in relation to
suspected corruption committed on behalf of Hemla in the
Congo. Hemla categorically contests the indictment, though
the indictment creates a legal obligation to incur defence costs
and exposes Hemla to the risk of potential fines and penalties
depending on the final outcome of the court process.
No provision or contingent liability has been recognised for
the indictment of Hemla in 2025 financial reports and the
indictment is classified as a non-adjusting, post-balance sheet
event. PetroNor will continue to reassess recognition and
measurement of the potential financial impact as the legal
process progresses.
In February 2026, PetroNor further increased its economic
interest in the OML 113 licence in Nigeria from 20.2 per cent to
52.2 per cent, with completion of the corporate acquisition of JV
Summary of accounting policies
Accounting policies are selected and applied in a manner which
ensures that the resulting financial information satisfies the
concepts of relevance and reliability, thereby ensuring that the
substance of the underlying transactions or other events is
reported.
The following is a summary of the material accounting policies
adopted by the Group in the preparation of the financial report.
The accounting policies have been consistently applied, unless
otherwise stated.
ADOPTION OF NEW AND REVISED ACCOUNTING
STANDARDS
The International Accounting Standards Board (IASB) has
issued several amendments to standards and interpretations
effective from 1 January 2025. PetroNor has adopted these
standards in the financial year, and the impacts were not
material to PetroNor’s consolidated financial statements upon
adoption.
During the period, the IASB also issued IFRS 18 Presentation
and Disclosure in Financial Statements, which will replace IAS
1 Presentation of Financial Statements and is effective for
annual reporting periods beginning on or after 1 January 2027,
with earlier application permitted. IFRS 18 introduces new
requirements for the presentation of the statement of profit
or loss, including defined subtotals and enhanced disclosure
requirements for management-defined performance
measures. The Group is currently assessing the impact of IFRS
18 on its consolidated financial statements.
Impacts of other standards, amendments to standards, and
interpretations issued but not yet effective are not expected to
CONSOLIDATION
The consolidated financial statements comprise the financial
statements of PetroNor E&P ASA (the “Company”, formerly
PetroNor E&P Ltd) and its subsidiaries for the year ended
31 December 2025 (together the “Group’).
An entity has been assessed as being controlled by the Group
when the Group is exposed, or has the rights, to variable returns
from its involvement with the entity and has the ability to affect
those returns through its power over the entity. Specifically, the
Group controls an entity if and only if the Group has:
Power over the entity (i.e., existing rights that give it the
current ability to direct the relevant activities of the entity)
Exposure, or rights, to variable returns from its involvement
with the entity, and
The ability to use its power over the entity to affect its
returns
When the Group has less than a majority of the voting or similar
rights of an entity, the Group considers all relevant facts and
circumstances in assessing whether it has power over an entity,
including:
The contractual arrangement with the other vote holders of
the entity
Rights arising from other contractual arrangements
The Group’s voting rights and potential voting rights
The Group reassesses whether or not it controls an entity if
facts and circumstances indicate that there are changes to
one or more of the three elements of control. Consolidation
of a subsidiary begins when the Group obtains control over
the subsidiary and ceases when the Group loses control of the
subsidiary. Business combinations are accounted for by using
the acquisition method. Assets, liabilities, income and expenses
of a subsidiary acquired or disposed of during the year are
included in the statement of comprehensive income from the
date the Group gains control until the date the Group ceases to
control the subsidiary.
Profit or loss and each component of other comprehensive
income (OCI) are attributed to the equity holders of the parent
of the Group and to the non-controlling interests, even if this
results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting policies into
line with the Group’s accounting policies. All intra-group assets
and liabilities, equity, income, expenses and cash flows relating
to transactions between members of the Group are eliminated
in full on consolidation.
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
interests
Derecognises the cumulative translation differences
recorded in equity
PETRONOR E&P ASA
ANNUAL REPORT 2025
Consolidated financial statements
95
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 OCI to profit or loss or retained earnings, as
appropriate, as would be required if the Group had directly
FOREIGN CURRENCY TRANSLATION
The Company has applied United States Dollars, being the
functional currency of all major subsidiaries in the Group, as
its presentation currency. Where the functional currencies of
entities within the consolidated group differ from United States
Transactions and balances
Transactions in foreign currencies are initially recorded in the
functional currency by applying the exchange rates ruling at
the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are retranslated at the rate
of exchange ruling at the reporting date and any gains or losses
are recognised in the income statement.
Non-monetary items that are measured in terms of historical
cost in the foreign currency are translated using the exchange
rate as at the date of the initial transaction. 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.
Translation of Group Companies’ functional currency to
presentation currency
On consolidation, the assets and liabilities of foreign operations
are translated into United States Dollars at the rate of
exchange prevailing at the reporting date and their income
and expenditure are translated at exchange rates prevailing
at the dates of the transactions. The exchange differences
arising on translation for consolidation are recognised in other
comprehensive income. On disposal of a foreign operation, the
component of other comprehensive income relating to that
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, deposits held
at call with banks, other short-term highly liquid investments
with original maturities of three months or less, and bank
overdrafts. Bank overdrafts are shown within short-term
borrowings in current liabilities on the Statement of Financial
TRADE RECEIVABLES
Trade receivables are amounts due from customers for
goods sold or services performed in the ordinary course of
business. They are generally due for settlement within 30 days
and therefore are all classified as current. Trade receivables
are recognised initially at the amount of consideration that
is unconditional unless they contain significant financing
components, when they are recognised at fair value. The
group holds the trade receivables with the objective to collect
the contractual cash flows and therefore measures them
subsequently at amortised cost using the effective interest
TANGIBLE ASSETS
Property, plant and equipment
Oil and gas production assets are aggregated exploration and
evaluation tangible assets and development expenditures
associated with the production of proved reserves.
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. Oil and gas
Oil and gas properties are depreciated using the unit-of-
production method. Unit-of production rates are based on 1P
proved reserves, which are oil, gas and other mineral reserves
estimated to be recovered from existing facilities using current
operating methods. Oil and gas volumes are considered
produced once they have been measured through meters at
custody transfer or sales transaction points at the outlet valve
on the field storage tank.
Field infrastructure that is expected to be utilised beyond the
life of a specific field is depreciated over its estimated useful
life, reflecting the period over which it is expected to generate
economic benefits to the Group, rather than the life of an
individual field.
Property, plant and equipment not associated with exploration
and production activities are carried at cost less accumulated
INTANGIBLE ASSETS
Exploration and evaluation activity involves the search for
hydrocarbon resources, the determination of technical
feasibility and the assessment of commercial viability of an
identified resource. For each area of interest, expenditure
incurred in the acquisition of rights to explore and all costs
arising as a licence obligation for example licence rental costs,
training and corporate and social responsibility obligations
are capitalised as exploration and evaluation intangible
assets. Signature bonuses required by licence agreements are
capitalised as exploration and evaluation intangible assets.
Other costs directly associated with the licence are expensed as
incurred.
Exploration, evaluation and development expenditure is
recorded at historical cost and allocated to cost pools on an area
of interest.
Expenditure on an area of interest is capitalised and
carried forward where rights to tenure of the area of interest
are current and:
it is expected to be recouped through successful
development and exploitation of the area of interest or
alternatively by its sale; or
exploration and evaluation activities are continuing in
an area of interest but at reporting date have not yet
reached a stage which permits a reasonable assessment
of the existence or otherwise of economically recoverable
reserves.
Consolidated financial statements
PETRONOR E&P ASA
ANNUAL REPORT 2025
96
Accumulated costs in respect of areas of interest which are
abandoned are written off in full against profit in the period in
which the decision to abandon the area is made.
Projects are advanced to development status when it is
expected that further expenditure can be recouped through
sale or successful development and exploitation of the area of
interest.
All capitalised costs are subject to commercial and management
review, as well as review for indicators of impairment at least
once a year. This is to confirm the continued intent to develop
or otherwise extract value from the discovery. When this is no
longer the case, the costs are written off through the statement
of profit or loss and other comprehensive income.
When proved reserves of oil and natural gas are identified
and development is sanctioned by management, the relevant
capitalised expenditure is first assessed for impairment and (if
required) any impairment loss is recognised, then the remaining
balance is transferred to oil and gas properties.
Proceeds from disposal or farm-out transactions of intangible
exploration assets are used to reduce the carrying amount of
the assets. When proceeds exceed the carrying amount, the
difference is recognised as a gain. When the Group disposes of
its full interests, gains or losses are recognised in accordance
with the policy for recognising gains or losses on sale of plant,
property and equipment.
Generally Intangible assets can be viewed indefinite as they will
be retained on the balance sheet until impaired or transferred
to oil and gas properties. Licence costs capitalised as intangible
that relate to a producing licence are deemed to have a finite life
and are accreted over the life of the licence area.
Licence related costs capitalised as Intangible assets are
depreciated using the unit-of-production method. Unit-of
production rates are based on 1P proved reserves, which are
oil, gas and other mineral reserves estimated to be recovered
from existing facilities using current operating methods. Oil
and gas volumes are considered produced once they have
been measured through meters at custody transfer or sales
REVENUE
(i)
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.
(ii)
Other revenue
Under a production sharing contract, where the group is
required to pay profit oil tax and royalties on production
of crude oil, such payments are settled in kind (where the
government lift the crude it is entitled to). 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 and any
associated royalties are included in the cost of sales.
The Group assesses whether it acts as a principal or agent in
each of its revenue arrangements. The Group has concluded
that in all sales transactions it acts as a principal.
(iii)
Overlift and underlift
Overlift where lifted volumes exceed the company’s
entitlement oil stock is recognised as a liability, measured
at the higher of selling price and fair value, representing
the obligation to deliver future production or cash to joint
venture partners.
Underlift where lifted volumes are less than the company’s
entitlement oil stock do not arise under PetroNor’s current
contractual arrangements.
These balances are assessed at each reporting date and
TAXES
The current income tax payable or recoverable is calculated
using the tax rates and legislation that have been enacted or
substantively enacted at year-end in each of the jurisdictions
and includes any adjustments for taxes payable or recovery in
respect of prior periods.
Revenue-based taxes
In addition to corporate income taxes, the Group’s consolidated
financial statements also include and recognise as income taxes,
other types of taxes on net income such as certain revenue-
based taxes.
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 the
Group to the appropriate tax authorities.
The income tax expense
The current income tax is calculated using the PSA, paid in
barrels and booked as income tax and also shown as revenue.
Other income tax relates to the gain on disposal of the farm-out
DEFINED CONTRIBUTION PENSION PLAN
The Group pays contributions into defined contribution plans.
Obligations for contributions to defined contribution pension
plans are recognised as an expense in the income statement in
TRADE AND OTHER PAYABLES
Trade and other payables are carried at amortised cost and due
PROVISIONS
Decommissioning provision
A decommissioning provision 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 decommissioning,
discounted to its present value. Changes in the estimated
timing of decommissioning or decommissioning cost estimates
are dealt with prospectively by recording an adjustment to
the provision, and a corresponding adjustment to production
PETRONOR E&P ASA
ANNUAL REPORT 2025
Consolidated financial statements
97
plant and equipment. The unwinding of the discount on the
decommissioning provision is included as a finance cost.
An escrow account is maintained by the operator of the licence
and is governed by a joint operating agreement and the
Congolese Government rules. The Group’s share, paid against
the decommissioning provision until the balance sheet date, is
classified as an advance against decommissioning provision in
SHARE CAPITAL
Contributed equity is recognised at the fair value of the
consideration received by the Group, less any capital raising
costs in relation to the issue.
Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of tax,
DIVIDEND DISTRIBUTION
Dividend distribution to the Company’s shareholders is
recognised as a liability in the Group’s financial statements
in the period in which the dividends are declared and
appropriately authorised or approved by the Company’s
Shareholders’ General Meeting. Interim dividends proposed
by the Board of Directors are recognised as liabilities upon
JOINT ARRANGEMENTS
Joint arrangements are arrangements of which two or more
parties have joint control. Joint control is the contractual agreed
sharing of control of the arrangement which exists only when
decisions about the relevant activities require unanimous
consent of the parties sharing control. Control is assessed by
applying the principles under IFRS 10 to determine whether the
Group has joint control. Joint arrangements are classified as
either a joint operation or joint venture, based on the rights and
obligations arising from the contractual obligations between
the parties to the arrangement. Considerations in assessing the
classifications would include assessments of control that are
based not just on voting rights but on the extent that the joint
arrangement provides the Company with rights to the individual
assets and obligations arising from the joint arrangement.
If the arrangement is classified as a joint operation the Company
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;
Share of revenue from the sale of the output by the joint
operation; and
Expenses, including its share of any expenses incurred
jointly.
A joint arrangement which provides the Company with rights
to the net assets of the arrangement, is classified as a joint
venture and accounted for using the equity method and treated
as an investment. Under the equity method, the cost of the
investment is adjusted by the post-acquisition changes in the
Company’s share of the net assets of the venture.
Where assets are transferred into separate legal entities
concurrent with the entities shares being sold to a third party
thereby resulting in a loss of control of those asset owning
BUSINESS COMBINATIONS AND GOODWILL
Business combinations are accounted for using the acquisition
method.
The cost of an acquisition is measured as the
aggregate of the fair value at the date of exchange of assets
and liabilities acquired. Where a non-controlling interest exists,
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. The initial accounting for a business
combination can be changed if new information about the
fair value at the acquisition date is present. The allocation can
be amended within 12 months of the acquisition date. When
the consideration transferred by the Group in a business
combination includes a contingent consideration arrangement,
the contingent consideration is measured at its acquisition-
date fair value and included as part of the consideration
transferred in a business combination. Changes in the fair
value of the contingent consideration is re-measured to fair
value at subsequent reporting dates with changes in fair value
recognised in the income statement.
Goodwill is recognised as the aggregate of the consideration
transferred and the amount of any non-controlling interest
and deducted by the net of the acquisition-date amounts of
the identifiable assets acquired and the liabilities assumed.
Goodwill is not depreciated but is tested at least annually for
impairment. In connection with this, goodwill is allocated to
cash-generating units or groups of cash-generating units that
are expected to benefit from synergies from the business
combination.
PetroNor recognises a gain/loss on disposal of subsidiary when
Company statement of comprehensive income
– PetroNor E&P ASA
Amounts in USD thousand
Note
For the year
ended
31 December
2025
For the year
ended
31 December
2024
Administrative expenses
4/8/10
(3,383)
(8,633)
Loss from operations
(3,383)
(8,633)
Finance income/(expense)
(3,550)
12
Foreign exchange gain/(loss)
(194)
508
Loss before tax
(7,126)
(8,113)
Tax expense
-
-
Profit/(Loss) for the year
(7,126)
(8,113)
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation on foreign operations
-
-
Other Comprehensive income/(loss):
-
-
Total comprehensive income/(loss)
(7,126)
(8,113)
(Loss) for the year attributable to:
Owners of the parent
(7,126)
(8,113)
Total
(7,126)
(8,113)
Total comprehensive income/(loss) attributable to:
Owners of the parent
(7,126)
(8,113)
Total
(7,126)
(8,113)
Loss per share attributable to owners of the parent:
Basic (loss) per share
(5.01)
(5.70)
Diluted (loss) per share
(5.01)
(5.70)
PETRONOR E&P ASA
ANNUAL REPORT 2025
98
Financial statements – PetroNor E&P ASA
Company statement of financial position
– PetroNor E&P ASA
At 31 December
Amounts in USD thousand
Note
As at
31 December
2025
As at
31 December
2024
Assets
Current assets
Other receivables
6/10/12
7,614
5,517
Cash and cash equivalents
12
2,023
36,608
Total current assets
9,637
42,125
Non-current assets
Other receivables
6/10/12
13,558
11,691
Investments in subsidiaries
5
141,579
141,579
Total non-current assets
155,137
153,270
Total assets
164,775
195,395
Liabilities
Current liabilities
Trade payable
7/12
5,272
865
Other payables
7/10/12
2,335
4,427
Total current liabilities
7,607
5,292
Non-current liabilities
Loans and borrowings
8/12
85,000
55,000
Total non-current liabilities
85,000
55,000
Total liabilities
92,607
60,292
NET ASSETS
72,168
135,103
Issued capital and reserves attributable to owners of the parent
Share capital
9
159
159
Share premium
9
95,612
151,420
Reserves
(79)
(79)
Retained earnings
(23,523)
(16,397)
TOTAL EQUITY
72,168
135,103
PETRONOR E&P ASA
ANNUAL REPORT 2025
99
Financial statements – PetroNor E&P ASA
Company statement of changes in equity – PetroNor E&P ASA
Amounts in USD thousand
Share
capital
Share
premium
Foreign
currency
translation
reserve
Retained
earnings
Total
For the period ended 31 December 2025
Balance at 1 January 2025
159
151,420
(79)
(16,398)
135,103
Loss for the year
(7,126)
(7,126)
Other comprehensive income:
-
-
-
-
-
Total comprehensive loss for the year
-
-
-
(7,126)
(7,126)
Return of capital to shareholders
-
(55,808)
-
-
(55,808)
Balance at 31 December 2025
159
95,612
(79)
(23,523)
72,168
For the period ended 31 December 2024
Balance at 1 January 2024
159
151,420
(79)
(8,284)
143,216
Loss for the year
-
-
-
(8,113)
(8,113)
Other comprehensive income:
-
-
-
-
-
Total comprehensive loss for the year
-
-
-
(8,113)
(8,113)
Balance at 31 December 2024
159
151,420
(79)
(16,398)
135,103
Company statement of cash flows – PetroNor E&P ASA
Amounts in USD thousand
Note
For the year ended
31 December 2025
For the period ended
31 December 2024
Cash flows from operating activities
Loss for the period
(7,126)
(8,113)
Total
(7,126)
(8,113)
Adjustments for:
Net foreign exchange differences
-
-
Interest expense
3,862
15
Total
(3,264)
(8,098)
Increase in other receivables
(3,964)
(2,846)
Increase in trade and other payables
2,313
7,558
Cash (used in)/generated from operations
(4,915)
(3,386)
Income taxes paid
-
-
Net cash flows from operating activities
(4,915)
3,386
Cash flows from financing activities
Return of capital to shareholders
(55,808)
-
Proceeds from borrowings
30,000
40,000
Interest on borrowings
(3,862)
(15)
Net cash flows from financing activities
(29,670)
39,985
Net increase/(decrease) in cash and cash equivalents
(34,585)
36,599
Cash and cash equivalents at beginning of period
36,608
9
Cash and cash equivalents at end of period
2,023
36,608
PETRONOR E&P ASA
ANNUAL REPORT 2025
100
Financial statements – PetroNor E&P ASA
Notes to the financial statements – PetroNor E&P ASA
Note 01
Corporate information
PetroNor E&P ASA is a public limited company, incorporated in
Norway.
Registered office:
Drammensveien 126A
0277 Oslo
Norway
DIRECTORS
The names of Directors in office during the financial period and
until the date of approval of these financial statements are as
follows. Directors were in office for this entire period unless
otherwise stated.
Current members:
Role
Appointed
Resigned
J Iskander
Chair
8 October 2021
-
J Norman-Hansen
Board member
26 January 2023
-
A Georghiou
Board member
20 March 2025
-
A Fawzi
Board member
26 January 2023
20 March 2025
The financial statements were approved by the board on
29 April 2026.
Note 02
Basis of preparation
PetroNor E&P ASA’s financial statements have been prepared in
accordance with IFRS® Accounting Standards as adopted by the
EU and are mandatory for financial years beginning on or after
1 January 2025. Additional disclosures required by the Norwegian
Accounting Act are also provided.
The preparation of financial statements in conformity with IFRSs
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgments in applying the
Company’s accounting policies.
There are no areas involving a high degree of judgment or
complexity.
The financial statements have been prepared on the basis of
uniform accounting principles for similar transactions and events
under otherwise similar circumstances.
The financial report is presented in US Dollars being the primary
currency for group operations. The Company’s core investments
are operating in the oil and gas industry where the underlying
currency of transactional business is the US Dollar and all
material underlying transactions are USD based.
Note 03
Employee benefit expenses
The company has no employees
Note 04
Auditors’ remuneration
Amounts in USD thousand
2025
2024
Paid or payable to BDO
Audit review of financial reports
BDO AS
289
214
BDO Network firms
-
-
Total
289
214
Other non-assurance services
BDO related practices
-
-
Total
-
-
Paid or payable to other audit firms
Audit or review of financial reports
Other non-assurance services
-
-
Total
-
-
PETRONOR E&P ASA
ANNUAL REPORT 2025
101
Financial statements – PetroNor E&P ASA
Note 05
Investments
Amounts in USD thousand
2025
2024
Investment in subsidiaries
141,579
141,579
Investments at 31 December
141,579
141,579
INVESTMENTS IN SUBSIDIARIES
Investments in subsidiaries are measured at cost. Investments
are assessed for impairment on annual basis, the Company
conducts an impairment test to ensure that the assets are
carried at no more than their recoverable amount. The
Company’s evaluation of the recoverability of its investment
involves assessing both the net assets of subsidiary structure
and the economic value of the future cash flows arising from
“Cash Generating Units” CGU’s within the legal subsidiary
structure. Group production and intangible assets are assessed
for indicators of impairment on a periodic basis. Indicators of
impairment would be for example a licence that is approaching
the end of its term or a licence where management have
indicated that there are no plans to continue with exploration
and evaluation, or evaluation work which indicated that an asset
would be uneconomic. The carrying value of production and
intangible assets are assessed against their risked economic
value for indicators of impairment. Two of the key factors in
the economic evaluation of hydrocarbon assets are the future
oil prices and the recoverable reserves of the assets. No assets
were impaired in the period ended 31 December 2025.
Please refer to note 25 of Group report for full corporate
structure.
The closing balance of investments at 31 December 2025 of
USD 141.6 million (2024: 141.6 million), consists of investments
in subsidiaries and an investment in associate for the joint
venture in Aje Production AS.
The following table represents the significant subsidiary held by PetroNor E&P ASA:
Name
Ownership share in %
Country of Incorporation
PetroNor E&P Pty Ltd
100
Australia
Note 06
Other receivables
Amounts in USD thousand
2025
2024
Recoverability less than one year
Other receivables
1
7,614
5,517
Total
7,614
5,517
Recoverability more than one year
Due from Aje Production AS
2
13,543
11,681
Other receivables
11
10
Total
13,554
11,691
1
As at 31 December 2025, Other receivables included a balance of USD 7.6 million in relation to the agreement with New Age (African Global Energy) Limited
to acquire their 32 per cent project and economic and voting interest of OML 113 in Nigeria. This transaction completed post period end.
2 In 2023, PetroNor transferred 100 per cent of shares in its Aje subsidiaries to Aje Production AS. The consideration shares equivalent to USD 10 million
have not yet been issued. As a result, a non-current receivable of USD 10 million has been recognised. Upon completion, the fair value of the investment in
associate will be recognised. A further USD 1.0 million has been recognised which was historically capitalised in the investment. This balance represents a
signature bonus paid by PetroNor E&P ASA that will subsequently be recovered from the joint venture.
Note 07
Trade and other payables
Amounts in USD thousand
2025
2024
Recoverability less than one year
Trade payables
77
865
Related party payables
7,511
3,698
Other accrued costs
19
728
Total
7,607
5,292
PETRONOR E&P ASA
ANNUAL REPORT 2025
102
Financial statements – PetroNor E&P ASA
Note 08
Loans and Borrowings
Amounts in USD thousand
2025
2024
Non-current related party loan
85,000
55,000
Total
85,000
55,000
On 26 November 2024, PetroNor entered into an intercompany
loan agreement with subsidiary PetroNor E&P Pty Ltd to
advance a maximum aggregate amount of USD 55 million.
The facility converted a pre-existing intercompany payable
of USD 15 million and a cash amount of USD 40 million as
stipulated in the intercompany loan agreement. The facility
is unsecured and carries an interest rate of 5.0 per cent per
annum payable quarterly. The loan is repayable upon maturity
which is the date falling three years from the first drawdown
date being 9 December 2024. On the 9 May 2025, an additional
USD 30 million facility, with the same conditions implicit, was
agreed upon and drawn down.
Note 09
Equity
SHARE CAPITAL
All shares have equal rights and are freely transferable Share capital.
Reconciliation of movement in shares on issue
Number of fully paid
ordinary shares
2025
Number of fully
paid ordinary shares
2024
Balance at the beginning of the year
142,356,855
142,356,855
Issue of shares
-
-
Balance at end of the year
142,356,855
142,356,855
Reconciliation of movement in issued capital
Amounts in USD thousand
2025
2024
Opening balance
159
159
Balance at end of the period
159
159
SHARE PREMIUM
Share premium reserve represents excess of subscription value
of the shares over the nominal amount.
Amounts in USD thousand
2025
2024
Opening balance
151,420
151,420
Return of capital to shareholders
(55,808)
-
Balance at end of the period
95,612
151,420
Please refer to note 20 of the notes to the group financial statements for detail regarding the return of capital to shareholders.
PETRONOR E&P ASA
ANNUAL REPORT 2025
103
Financial statements – PetroNor E&P ASA
Note 10
Related parties
The remuneration for board members is paid by subsidiary
company PetroNor E&P Services AS.
Details on the remuneration to individual board members is
included in the notes to the consolidated financial statements of
PetroNor E&P ASA.
10A. TRANSACTIONS AND PERIOD-END BALANCES WITH RELATED PARTIES
Transactions with related parties included in the statement of comprehensive income:
Amounts in USD thousand
2025
2024
PetroNor E&P Services AS
659
872
PetroNor E&P Services Limited
830
1,338
Administrative expenses
1,489
2,210
PetroNor E&P Services AS and PetroNor E&P Services Limited are both 100 per cent indirectly controlled entities of PetroNor E&P
ASA.
Balances due from and due to related parties disclosed in the statement of financial position:
Amounts in USD thousand
2025
2024
Other payables:
PetroNor E&P Services AS (Norway)
3,573
3,141
PetroNor E&P Pty Ltd (Australia)
87,955
55,658
PetroNor E&P Services Ltd (UK)
22
751
Total payables to related parties
91,550
59,550
Amounts in USD thousand
2025
2024
Other receivables:
Aje Production AS and subsidiaries
13,543
11,681
PetroNor E&P Ltd (Cyprus)
10
10
Total receivables from related parties
13,553
11,691
PETRONOR E&P ASA
ANNUAL REPORT 2025
104
Financial statements – PetroNor E&P ASA
Note 11
Risk management
CREDIT RISK
Credit risk is the risk of financial loss to the Company if a
counterparty fails to meet its contractual obligations. The
Company’s exposure to credit risk arises primarily from cash
and cash equivalents and receivables, predominantly from
related parties.
The Company has limited exposure to third-party credit risk, as
trade receivables are immaterial.
Related party receivables
The majority of the Company’s receivables are due from
subsidiaries and related parties within the Group, including
entities involved in the development of oil and gas interests that
may not yet generate revenues.
Credit risk associated with these balances is managed through
ongoing monitoring of the financial position and funding
requirements of the relevant entities. The Company considers
the ability of these entities to settle their obligations based on
their approved budgets and cash flow forecasts, committed
funding arrangements within the Group, and the Group’s overall
financial support for its subsidiaries.
Impairment assessment
The Company applies the expected credit loss (ECL) model in
accordance with IFRS 9. Given that receivables are primarily
due from related parties, the assessment of expected credit
losses incorporates forward-looking information, including
the expected development of underlying oil and gas assets in
the Aje OML 113 field and the Group’s intention and ability to
provide continued financial support.
Based on this assessment, credit losses are recognised
only where there is evidence that a receivable may not be
recoverable.
Cash and cash equivalents
Cash balances are held with reputable financial institutions with
high credit ratings. The Company monitors the creditworthiness
of these institutions and limits exposure by placing funds with
approved counterparties.
LIQUIDITY RISK
Liquidity risk is the risk that the Company will not be able to
meet its financial obligations as they fall due.
The Company manages liquidity risk by maintaining
adequate funding through financial support from the Group’s
shareholders and through intra-group funding arrangements.
The Company’s primary liabilities relate to obligations to related
parties and ongoing administrative costs, with limited exposure
to external trade creditors.
The Company monitors its liquidity position through regular
cash flow forecasting and ensures that sufficient funds are
available to meet its obligations as they fall due.
The table below summarises the maturity profile of the
Company’s financial liabilities at 31 December 2025 based on
contractual undiscounted cash flows.
LIQUIDITY RISK
Amounts in USD thousand
Note
On demand
Less than
1 month
Between
1 and 3
months
Between
3 months
and 1 year
More than
1 year
Total
31 December 2025
Trade accounts payable
-
72
-
-
-
72
Amounts due to related parties
7,511
-
-
-
-
7,511
Loan payable
-
-
-
-
85,000
85,000
Other payable
19
-
-
-
-
19
Total
7,530
72
-
-
85,000
92,601
Amounts in USD thousand
Note
On demand
Less than
1 month
Between
1 and 3
months
Between
3 months
and 1 year
More than
1 year
Total
31 December 2024
Trade accounts payable
-
865
-
-
-
865
Amounts due to related parties
4,550
-
-
-
-
4,550
Loan payable
-
-
-
-
55,000
55,000
Other payable
728
-
-
-
-
728
Total
5,278
865
-
-
55,000
61,143
PETRONOR E&P ASA
ANNUAL REPORT 2025
105
Financial statements – PetroNor E&P ASA
Note 12
Financial instruments
Financial instruments comprise financial assets and financial
liabilities.
Financial assets consist of bank balances and cash. Financial
liabilities consist of other liabilities.
The fair values of the Company’s financial instruments are
not materially different from their carrying amounts at the
reporting date largely due to the short-term maturities of these
instruments.
Measurement of financial instruments by categories
The following tables present PetroNor E&P ASA’s classes
of financial instruments and their carrying amounts by the
categories as they are defined in IFRS 9 Financial instruments.
For financial investments, the difference between measurement
as defined by IFRS 9 categories and measurement at fair value
is immaterial. For trade and other receivables and payables and
cash and cash equivalents, the carrying amounts are considered
a reasonable approximation of fair value.
Amounts in USD thousand
Amortised cost
Fair value
through
profit or loss
Non-financial
assets
Total carrying
amount
At 31 December 2025
Assets
Receivables from subsidiaries
21,138
-
-
21,138
Trade and other receivables
35
-
-
35
Cash and cash equivalents
2,023
-
-
2,023
Total financial assets
23,196
-
-
23,196
Liabilities
Trade and other payables
95
95
Payables and loans due to subsidiaries
7,511
7,511
Loans payable to subsidiaries
85,000
85,000
Total financial liabilities
92,607
92,607
Amounts in USD thousand
Amortised cost
Fair value
through
profit or loss
Non-financial
assets
Total carrying
amount
At 31 December 2024
Assets
Receivables from subsidiaries
11
-
-
11
Trade and other receivables
5,506
-
-
5,506
Cash and cash equivalents
36,608
-
-
36,608
Total financial assets
42,125
-
-
42,125
Liabilities
Trade and other payables
742
-
-
742
Payables due to subsidiaries
4,550
-
-
4,550
Loans payable to subsidiaries
55,000
-
-
55,000
Total financial liabilities
60,292
-
-
60,292
Note 13
Commitments and contingencies
Commitments
No Commitments as at 31 December 2025.
Contingencies
OML 113 Conditional Consideration
An additional consideration of USD 0.10 per 1,000 cubic feet of
the Aje Natural Gas Sales Volume is to be paid to Panoro Energy
ASA once the conditions of the past share purchase acquisition
are met. This conditional consideration is capped at USD 16.67
million.
PETRONOR E&P ASA
ANNUAL REPORT 2025
106
Financial statements – PetroNor E&P ASA
Note 14
Events after the reporting period
In February 2026, PetroNor further increased its equity
interest in the OML 113 licence in Nigeria, with completion of
the corporate acquisition of JV partner on the licence, New Age
Exploration Nigeria Ltd.
In January 2026, Økokrim decided to formally indict the
company’s indirect subsidiary Hemla Africa Holding AS
(“Hemla”) in relation to suspected corruption committed on
behalf of Hemla in the Congo. Hemla categorically contests the
indictment, though the indictment creates a legal obligation to
incur defence costs and exposes Hemla to the risk of potential
fines and penalties depending on the final outcome of the court
process.
No provision or contingent liability has been recognised for
the indictment of Hemla in 2025 financial reports and the
indictment is classified as a non-adjusting, post-balance sheet
event. PetroNor will continue to reassess recognition and
measurement of the potential financial impact as the legal
process progresses.
On 26 February the company entered into a USD 5 million
loan facility
agreement with 100 per cent indirectly owned
subsidiary PetroNor E&P Ltd (Cyprus). Interest on the loan
accrues at five per cent.
Except for the above, the Company has not identified any events
with significant accounting impacts that have occurred between
the end of the reporting period and the date of this report.
Note 15
Summary of significant accounting policies
The following is a summary of the material accounting policies
adopted by the Company in the preparation of the financial
statements. The accounting policies have been consistently
applied, unless otherwise stated.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, demand
deposits, other short-term highly liquid investments with
original maturities of three months or less.
TRADE AND OTHER PAYABLES
Trade and other payables are carried at amortised cost and due
to their short-term nature, they are not discounted.
SHARE CAPITAL
Incremental costs directly attributable to the issue of new
shares are shown in equity as a deduction, net of tax, from the
proceeds.
FINANCIAL INSTRUMENTS
(i)
Financial assets
The Group’s financial assets predominantly comprise cash and
cash equivalents and trade receivables.
Financial assets are classified, at initial recognition, and
subsequently measured at amortised cost, fair value through
other comprehensive income (OCI), and fair value through profit
or loss, as appropriate.
All financial assets held by the Group are measured at
amortised cost.
Financial assets at amortised cost are subsequently measured
using the effective interest (EIR) method and are subject to
impairment. Gains and losses are recognised in profit or loss
when the asset is derecognised, modified or impaired.
Impairment of financial assets
The Group recognises an allowance for expected credit losses
(ECLs) for financial assets based on the difference between the
contractual cash flows due in accordance with the contract and
all the cash flows that the Group expects to receive.
For trade receivables and contract assets, the Group applies a
simplified approach in calculating ECLs. Therefore, the Group
does not track changes in credit risk, but instead recognises a
loss allowance based on lifetime ECLs at each reporting date.
The Group has established a provision matrix that is based
on its historical credit-loss experience, adjusted for forward-
looking factors specific to the debtors and the economic
environment.
(ii)
Financial liabilities
The Group’s financial liabilities mainly comprise interest-bearing
liabilities and trade payables.
Financial liabilities are classified, at initial recognition, as
financial liabilities at fair value through profit or loss, financial
liabilities at amortised cost, payables.
All financial liabilities are recognised initially at fair value and, in
the case of loans and borrowings and payables, net of directly
attributable transaction costs.
After initial recognition, interest-bearing loans and borrowings
are subsequently measured at amortised cost using the EIR
method. Gains and losses are recognised in profit or loss
when the liabilities are derecognised as well as through the EIR
amortisation process.
Amortised cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are an integral
part of the EIR. The EIR amortisation is included as finance costs
in the statement of profit or loss.
PETRONOR E&P ASA
ANNUAL REPORT 2025
107
Financial statements – PetroNor E&P ASA
Statement of directors’ responsibility
Pursuant to the Norwegian Securities Trading Act section 5-5 with pertaining
regulations we hereby confirm that, to the best of our knowledge, the Group’s
financial statements for 2025 have been prepared in accordance with IFRS®
Accounting Standards as adopted by the EU and in accordance with the requirements
for additional information provided for by the Norwegian Accounting Act. The
information presented in the financial statements gives a true and fair picture of the
Group’s liabilities, financial position and results viewed in their entirety.
To the best of our knowledge, the Board of Directors’ Report gives a true and fair
picture of the development, performance and financial position of the business,
and includes a description of the principal risk and uncertainty factors facing the
Group. Additionally, we confirm to the best of our knowledge that the “Payments to
governments” included in the Directors’ Report have been prepared in accordance
with the requirements in the Norwegian Securities Trading Act Section 5-5a with
pertaining regulations.
29 April 2026
The Board of Directors – PetroNor E&P ASA
J
oseph Iskander
J
arle Norman-Hansen
Board Member
Board Member
A
ndri Georghiou
Jens Pace
Board Member
Chief Executive Officer
PETRONOR E&P ASA
ANNUAL REPORT 2025
108
Financial statements – PetroNor E&P ASA
BDO AS
Bygdøy Allè 2
PO Box
1704 Vika
0
257 Oslo
Norway
BDO AS, a Norwegian limited liability company, is a member of BDO International Limited, a UK company limited by guarantee, and forms
part of the international BDO network of independent member firms. The Register of Business Enterprises: NO 993 606 650 VAT.
Page 1 of 4
To the General Meeting of PetroNor E&P ASA
Independent Auditor's Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of PetroNor E&P ASA.
The financial statements comprise:
•
The financial statements of the parent
Company, which comprise the balance
sheet as at 31 December 2025, income
statement, statement of comprehensive
income, statement of changes in equity
and cash flows for the year then ended,
and notes to the financial statements,
including material accounting policy
information, and
•
The financial statements of the Group,
which comprise the balance sheet as at
31 December 2025, and income
statement, statement of comprehensive
income, statement of changes in equity
and cash flows for the year then ended,
and notes to the financial statements,
including material accounting policy
information.
In our opinion:
•
The financial statements comply
with applicable statutory
requirements,
•
The financial statements give a true
and fair view of the financial
position of the Company as at 31
December 2025, and its financial
performance and its cash flows for
the year then ended in accordance
with IFRS Accounting Standards as
adopted by the EU.
•
The financial statements give a true
and fair view of the financial
position of the Group as at 31
December 2025, and its financial
performance and its cash flows for
the year then ended in accordance
with IFRS Accounting Standards as
adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company and
the Group as required by relevant laws and regulations in Norway and the International Ethics
Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (IESBA Code) as applicable to audits of financial
statements of public interest entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
Auditor’s report
PETRONOR E&P ASA
ANNUAL REPORT 2025
109
Auditor’s report 2025
BDO AS, a Norwegian limited liability company, is a member of BDO International Limited, a UK company limited by guarantee, and forms
part of the international BDO network of independent member firms. The Register of Business Enterprises: NO 993 606 650 VAT.
Page 2 of 4
We have been the auditor of PetroNor E&P ASA for 5 years from the election by the general meeting
of the shareholders on 1 October 2021 for the accounting year 2021.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
Description of the key audit matter
How the key audit matter was addressed in
the audit
Valuation of Property, Plant & Equipment
PetroNor E&P ASA had property, plant and
equipment with a carrying amount of USD
81,122 thousands at 31 December 2025.
The management’s assessment of recoverable
amounts of property, plant and equipment
requires estimates and assumptions relating to
operational and market factors and involves
significant judgments.
No impairments have been recognized during
2025 related to these assets.
We consider this area as a key audit matter
because property, plant and equipment
constitute a significant share of total assets in
the balance sheet, and because the
assessment of recoverable amount is complex
and involves significant management judgment
which may have a direct impact on net profit.
Please refer to note 15 in the consolidated
financial statements.
We obtained management’s calculation of
recoverable amounts of property, plant and
equipment as at 31 December 2025.
We evaluated the production volumes and
capital expenditures used in the forecasted
cash flows against external and internal
reserve reports and assessed commodity prices
against available market information.
We engaged internal specialists in assessing
management’s estimates of weighted average
cost of capital including country risk
premiums, and we compared the input against
available market information.
Furthermore, we evaluated the professional
qualifications and objectivity of the external
reserve experts used by management.
We have also evaluated the adequacy of the
disclosures.
Other information
The Board of Directors and the Managing Director (management) are responsible for the other
information. The other information comprises the Board of Directors’ report and other information
in the Annual Report, but does not include the financial statements and our auditor’s report
thereon. Our opinion on the financial statements does not cover the other information.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the consolidated financial statements or our knowledge obtained in the audit or otherwise appears
PETRONOR E&P ASA
ANNUAL REPORT 2025
110
Auditor’s report 2025
BDO AS, a Norwegian limited liability company, is a member of BDO International Limited, a UK company limited by guarantee, and forms
part of the international BDO network of independent member firms. The Register of Business Enterprises: NO 993 606 650 VAT.
Page 3 of 4
to be materially misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
Opinion on the Board of Directors' report
Based on our knowledge obtained in the audit, in our opinion the Board of Directors’ report
•
is consistent with the financial statements and
•
contains the information required by applicable statutory requirements.
Our opinion on the Board of Directors’ report applies correspondingly for the statement on
Corporate Governance.
Responsibilities of the Board of Directors and the Managing Director for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view
in accordance with IFRS Accounting Standards as adopted by the EU, and for such internal control as
management determines is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and
the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to
liquidate the Company or Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
For further description of Auditor’s Responsibilities for the Audit of the Financial Statements
reference is made to:
https://revisorforeningen.no/revisjonsberetninger
Report on compliance with requirement on European Single Electronic Format
(ESEF)
Opinion
As part of the audit of the financial statements of PetroNor E&P ASA we have performed an
assurance engagement to obtain reasonable assurance about whether the financial statements
included in the annual report, with the file name
984500AEEH2D2AK42C11-2025-12-31-1-en.zip
,
have been prepared, in all material respects, in compliance with the requirements of the
Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF
Regulation) and regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act,
PETRONOR E&P ASA
ANNUAL REPORT 2025
111
Auditor’s report 2025
BDO AS, a Norwegian limited liability company, is a member of BDO International Limited, a UK company limited by guarantee, and forms
part of the international BDO network of independent member firms. The Register of Business Enterprises: NO 993 606 650 VAT.
Page 4 of 4
which includes requirements related to the
preparation of the annual report in XHTML format and
iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all
material respects, in compliance with the ESEF Regulation.
Management’s responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF
Regulation. This responsibility comprises an adequate process and such internal control as
management determines is necessary.
Auditor’s responsibilities
For a description of the auditor’s responsibilities when performing an assurance engagement of the
ESEF reporting, see: https://revisorforeningen.no/revisjonsberetninger
BDO AS
Børre Skisland
State Authorised Public Accountant
(This document is signed electronically)
PETRONOR E&P ASA
ANNUAL REPORT 2025
112
Auditor’s report 2025
Glossary and definitions
Bbl
One barrel of oil, equal to 42 US gallons or 159 litres
Bcf
Billion cubic feet
bopd
Barrels of oil per day
boepd
Barrels of oil equivalent per day
CPR
Competent Persons Report
GNPC
Gambia National Petroleum Company
Group or PetroNor Group
PetroNor E&P ASA and its subsidiaries
HAH
Hemla Africa Holding AS
HEPCO
Hemla E&P Congo SA
IOR
Improved oil recovery
MMbbl
Million barrels of oil
MMboe
Million barrels of oil equivalent
Mmscfd
Million standard cubic feet per day
NUPRC
Nigerian Upstream Petroleum Regulatory Commission
PEPLA
Petroleum, exploration, development and production licence agreement
PSC
Production sharing contract
SNPC
Société National des Pétroles du Congo
Corporate directory
BOARD MEMBERS
Joseph Iskander
Jarle Norman-Hansen
Andri Georghiou
CEO
Jens Pace
REGISTERED OFFICE
0277 Oslo
STOCK EXCHANGE LISTING
Oslo Børs
Ticker: PNOR
ISIN: NO0012942525
SHARE REGISTRAR
DNB Bank ASA,
Verdipapirservice
Dronning Eufemias gate 30
0191 Oslo
Norway
AUDITORS
BDO AS
Bygdøy allé 2
0257 Oslo
Norway
PETRONOR E&P ASA
ANNUAL REPORT 2025
113
Glossary and definitions
PETRONOR E&P ASA
ANNUAL REPORT 2025
114
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PetroNor E&P ASA
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