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/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

About us

Gulf Keystone is the operator of the Shaikan Field,

one of the largest oil fields in the Kurdistan Region of Iraq.

Our purpose 2025 timeline

GKP is a responsible energy company developing natural

resources for the benefit of all our stakeholders, delivering

social and economic benefits by working safely and sustainably

with integrity and respect.

January – May:

Consistently strong production and local sales,

with gross average production above 45,000

bopd in every month

April:

Payment of $25 million interim dividend

July:

Precautionary shut-in of production following drone

attacks on oilfields in the vicinity of Shaikan Field

August:

Restart of production and local sales, ramp up

towards full well capacity

Investment decision taken on installation of

water handling facilities at PF-2

September:

Restart of international pipeline exports from the

Shaikan Field

Payment of $25 million interim dividend

November:

First lifting of Kurdistan crude exports

allocated to the Company and other IOCs

December:

First payments for exports sales received by the

Company, in line with the interim exports

agreements

2025 full-year highlights

(1)

41,560 bopd

(2024: 40,689 bopd)

gross annual average production

See gross production KPI on

page 23

416 MMstb

(31 December 2024: 443 MMstb)

internal estimate of gross 2P reserves

as at 31 December 2025

$111.4 million

(2024: $76.1 million)

Adjusted EBITDA

See Adjusted EBITDA KPI on

page 23

$15.1 million

(2024: $7.2 million)

profit after tax

$29.1 million

(2024: $65.4 million)

free cash flow

$78.2 million

(31 December 2024: $102.3 million)

cash as at 31 December 2025

See net cash KPI on page 24

(1) Gross average production, Adjusted EBITDA and free cash flow are non-IFRS measures and explained in the summary of non-IFRS measures on

page 132.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Contents

Strategic report

Why invest in GKP?

Chair’s statement

Chief Executive Officer’s review

Financial review

Our asset

Business model

Strategy and objectives

Key performance indicators

Stakeholder engagement

Sustainability report

Task Force on Climate-related Financial Disclosures report

Management of principal risks and uncertainties

Viability statement

Governance

Board of Directors

Corporate governance report

Nomination Committee report

Audit and Risk Committee report

Safety and Sustainability Committee report

Technical Committe e report

100

Remuneration Committee report

101

Directors’ report

119

Directors’ responsibilities statement

122

Financial statements

Independent auditor’s report

123

Non-IFRS measures

132

Consolidated income statement

134

Consolidated statement of comprehensive income

134

Consolidated balance sheet

135

Consolidated statement of changes in equity

136

Consolidated cash flow statement

137

Summary of material accounting policies

138

Notes to the consolidated financial statements

145

Report on Payments to Governments

157

Glossary

158

Directors and advisers

160

Key shareholder engagements

161

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Why invest in GKP?

Attractive fundamentals, consistent strategic execution and resilient operational delivery position GKP

well to create value for shareholders from the Shaikan Field and the recent restart of Kurdistan crude

exports.

Large, long-life asset

GKP estimated 2P reserves life

(1)

vs KRI peers (years)

§ Operator of the Shaikan Field, one of the largest oil fields in

the Kurdistan Region of Iraq

§ 13-year production record, with over 150 MMstb produced

to date

§ Estimated gross 2P reserves of 416 MMstb as at 31

December 2025 contained in the Jurassic reservoir

§ Significant estimated 2P reserves life and large potential

additional upside from 311 MMstb of estimated 2C

resources

(2)

in the Jurassic, Triassic and Cretaceous

reservoirs, demonstrating an opportunity for further

profitable production growth

(1) Year-end 2025 net Kurdistan 2P reserves / 2025 net Kurdistan production as per latest company disclosures as at 18 March 2026.

(2) Estimated gross 2C resources based on independent Competent Person’s Report (“CPR”) as at 31 December 2022

Leading low-cost producer

2024 Opex and G&A expenses per barrel vs peers

(3)

($/bbl)

§ Top quartile operating and G&A costs relative to peers in

2024, reflecting onshore production and strict cost control

§ Rigorous cost focus combined with capital discipline and

continued recovery of past costs supported free cash flow

generation in 2025, despite discounted realised prices

(3) Benchmarked against international and Kurdistan E&P company peer group.

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/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Robust financial position

Net cash track record ($m)

(4)

§ GKP has a track record of maintaining a robust balance

sheet and net cash position, enabling the Company to

successfully navigate periods of volatility from the operating

environment and the commodity cycle

§ Flexibility is built into the Company’s capital programmes

and cost base enabling it to significantly reduce

expenditures if required

(4) As at 31 December in each year.

Consistent execution against our strategy

Cumulative dividends and buybacks ($m)

§ The Company’s strategy is to create value for all

stakeholders by balancing investment with shareholder

returns while maintaining a robust balance sheet

§ The Company has demonstrated consistent execution in

recent years despite navigating periods of volatility in the

operating, security and commodity price environment

§ Since 2019, the Company has returned $535 million to

shareholders via dividends and share buybacks while

investing over $400 million in net capital expenditure

(5) 2025 net capital expenditure includes $5.4 million non-cash charge associated with the capitalisation of drilling inventory previously classified as held for

sale.

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/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Chair’s statement

While the regional security environment is currently challenging, the restart of Kurdistan oil exports in

2025 is expected to herald a new era for Gulf Keystone and the Kurdistan oil and gas industry once stability

returns.

Gulf Keystone delivered a strong operational and financial performance in 2025, with gross average production of 41,560 bopd reflecting an

increase of 2% compared to the prior year. This was despite some operational disruptions in the summer due to trucking shortages and security

issues related to neighbouring oil fields which caused a temporary field shutdown. Net capital expenditure and operating costs were delivered

in line with annual guidance, and an important project to install produced water handling facilities at PF-2 was sanctioned during the year using

lease financing to minimise upfront expenditures. I am pleased to report that the Company’s safety performance has also remained exemplary,

with another year without a Lost Time Incident.

The robust operational performance, coupled with the Company’s disciplined approach to capital and operating cost management, meant that

significant free cash flow was generated during the year and this enabled the Company to distribute $50 million in dividends to our shareholders.

A highlight of 2025 was the successful restart of international pipeline exports from the Shaikan Field on 27 September 2025. The reopening

of the Iraq-Türkiye Pipeline was the result of two and a half years of sustained engagement by the Company and other International Oil

Companies with key Government stakeholders. When the pipeline closed in 2023, the Company had to rapidly respond to the revenue shortage

by winding down a large development programme, reducing its cost base and re-establishing a presence in the local sales market. The signing

of a tripartite interim export agreement with the Kurdistan Regional Government (“KRG”) and Federal Government of Iraq (“FGI”), as well as

the commencement of consistent crude oil liftings and payments by an international oil trading company, is expected to allow a normalisation

of export operations with improved cash generation.

The Company is now working to negotiate and finalise long term export agreements and to secure payment arrangements with the KRG and

FGI, which are commensurate with the Shaikan PSC terms. These developments should unlock an improved investment environment for the

Kurdistan oil and gas industry and a strong foundation for future field development. With the Shaikan Field’s large remaining reserves and

resources base, there is a significant opportunity ahead to invest in profitable production growth and create additional shareholder value.

We were pleased to announce in September 2025 that the Company was exploring a potential dual listing of the Company’s shares on Euronext

Growth Oslo, operated by the Oslo Stock Exchange (“OSE”). On 13 February 2026, the Company completed a small retail offering connected

with the listing of just over 500,000 shares, welcoming around 700 new shareholders. On 18 February 2026, GKP’s shares began trading on

Euronext Growth Oslo for the first time.

The Oslo listing will provide investors active in the Norwegian markets with better access to GKP’s shares and is expected to improve the

liquidity of the Company’s share capital. It will also enable the Company to attract new institutional and retail investors from a capital market

that knows GKP and Kurdistan well and who have been very proactive in financing the oil and gas industry in the region. In early April, cross-

border transfers to Oslo will become possible for all holders of the UK-listed shares and, in due course, the Company expects to upgrade its

listing to the OSE’s Main Market. As a Board, we are excited about engaging with new investors in Norway and would like to thank the existing

GKP shareholders for their support during the dual listing process.

While the Company’s medium-term outlook and potential for value creation remain strong, we are currently adapting to the recent deterioration

in the regional security environment following the strikes by the US and Israel on Iran on 28 February 2026 and subsequent retaliatory strikes

in the Middle East, including in Kurdistan. The Company’s assets have not been impacted as at the date of this report and measures have

been taken to protect staff. However, production has been shut-in as a precautionary measure since the hostilities began, in line with other oil

fields in Kurdistan and Federal Iraq. GKP is in a strong position to weather the storm, with a robust balance sheet, and we are hopeful that the

security situation will stabilise in the near future and production and exports can resume. Notwithstanding this, the Company is taking prudent

steps to identify initiatives to reduce capital, operating and running costs if this proves to be necessary.

Balancing investment in profitable production growth with shareholder distributions remains central to the Company’s strategy and our

established approach to shareholder distributions is to review the capacity for dividend payments around the full and half year results, while

considering share buybacks opportunistically throughout the year. Consistent with this approach, the Board has carefully considered the

regional security outlook and the Company’s current cash position and proven ability to significantly reduce costs if required. Following this

review, the Board has decided to declare an interim dividend of $12.5 million, to be paid on 27 April 2026, and will consider the feasibility of a

supplementary dividend payment following the restart of production, exports and payment receipts.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Finally, in June 2025, along with the other members of the GKP Board, I was delighted to visit the Company’s business operations in Erbil and

the Shaikan Field. During the trip, we met senior officials from the Kurdistan Regional Government, the Ministry of Natural Resources and

various local authorities, spent time with the GKP team and visited the field facilities, well sites and local community development projects. It

is clear that GKP has made a significant contribution to Kurdistan during its long history of investment and operations in the region and, despite

the current security challenges, we believe it will continue to do so. The Shaikan Field remains a world-class asset and the Board would like to

thank the Company’s management team and staff for their continued efforts to realise its full potential.

David Thomas

Non-Executive Chair

18 March 2026

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Chief Executive Officer’s review

We remain focused on safe and resilient operational delivery and consistent execution against our

strategy.

2025 was a significant year of transition for the Company, defined by the restart of Kurdistan pipeline exports in September 2025 after over

two and a half years of suspension. Our operational and financial delivery remained consistent, with production towards the top end of tightened

guidance and investments in production-enhancing projects, primarily the sanction of water handling at PF-2, balanced with $50 million of

dividends paid to shareholders. While the near-term outlook is uncertain considering the recent deterioration in the regional security

environment, the Company is in a strong position to navigate this period of turbulence with our robust cash position, flexibility to moderate our

costs should the need arise and ability to swiftly return to production and exports once the current situation stabilises.

2025 performance

Safe operations are our number one priority at Gulf Keystone and we were pleased to record another year without a Lost Time Incident (“LTI”)

in 2025. Our continued strong safety performance was delivered in the context of disruptions to production and field operations over the

summer due to trucking shortages and security issues, the transition from local sales to exports in September 2025 and a number of active

work fronts across our facilities and well sites. In January 2026 we celebrated three years without an LTI. We have extended our track record

of LTI-free days to over 1,150 as at the date of this report and have gone more than a year without a recordable incident.

Gross average production in 2025 was 41,560 bopd, towards the top end of the Company's tightened guidance range of 40,000 – 42,000 bopd

and 2% higher than the prior year (2024: 40,689 bopd). Cumulative volumes from the Shaikan Field since commercial production began passed

150 million barrels in November 2025, which is testament to the enduring quality of the asset.

Local market demand for Shaikan Field crude was consistently strong between January and May 2025, enabling monthly gross average

production above 45,000 bopd. Production reduced from June to August because of trucking shortages and security disruptions caused by

drone attacks on other oil fields in the region, the latter leading to the temporary shut-in of the Shaikan Field between 15 and 31 July 2025.

The total loss of gross production due to these factors amounted to approximately 1.3 MMstb, or approximately 3,500 bopd on an annualised

basis.

On 27 September 2025, pipeline exports from the Shaikan Field restarted based on interim agreements signed by the Company and other

IOCs with the KRG and FGI. All trucking sales ceased on 26 September 2025. The transition was smooth with volumes quickly ramping up

towards full well capacity following the reopening of the Iraq-Türkiye Pipeline (“ITP”).

The interim exports agreements are in full compliance with the 2023-2025 Federal Iraqi Budget Law (the ‘Budget Law’) while maintaining the

sanctity of Kurdistan’s Production Sharing Contracts (“PSCs”). The Budget Law provides for an interim period during which IOCs are

compensated $16/bbl for exported production to cover the costs of production and transportation. As the KRG is no longer paid for its

entitlement, but rather is compensated through FGI budget transfers, the $16/bbl equated to $30/bbl for 2025 exports sales on a cash received

basis, based on the level of net entitlement for the Shaikan Contractor in the second half of the year.

Following the interim period, a reconciliation to full PSC entitlement at international prices and the signing of longer-term agreements is

expected following a review of IOC invoices and contractual costs conducted by an international independent consultant. The Company expects

the interim exports agreements to be extended beyond their current expiry of 31 March 2026 to facilitate the completion of the consultant’s

review. The Company’s invoiced revenue for exports sales in 2025 indicate the potential level of international netbacks we could expect to

receive, both in top-up payments for interim period sales and for future exports sales, with discounts to Dated Brent significantly reduced

relative to both 2025 local sales and exports sales prior to the ITP closure in March 2023 (see the ‘Financial review’ for further detail).

Regular monthly liftings of crude allocated to the Company and other IOCs by a nominated trader commenced at the Ceyhan oil terminal in

Türkiye in November 2025 and associated payments began in December 2025. Monthly liftings and payments have continued into 2026 as

expected.

The Company’s work programme in 2025 comprised disciplined and targeted investment in maintaining the safety and reliability of the Shaikan

Field’s production facilities, with safety upgrades progressed at PF-2, and optimising production through well workovers and interventions.

In August, we were pleased to sanction the installation of water handling facilities at PF-2. Once operational, the water handling facilities are

expected to unlock an estimated 4,000 – 8,000 bopd of incremental gross production above the anticipated field baseline from existing

constrained wells and reduce downside risk to reservoir recovery. The facilities will also add additional wet oil processing capacity of around

17,000 bopd to the Shaikan Field’s existing dry oil processing capacity of around 60,000 bopd. While good progress has been made on the

project since sanction, the schedule is currently under review due to the regional security environment.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

2026 outlook

Gross production averaged c.41,300 bopd in 2026 year to 28 February, with production exceeding 44,000 bopd on several days towards the

end of February 2026 reflecting the successful completion of well workovers and interventions.

Gross production has averaged c.32,100 bopd in 2026 year to 17 March, with the reduction reflecting the precautionary shut-in of the Shaikan

Field following the strikes by the US and Israel on Iran on 28 February 2026 and subsequent retaliatory strikes in the Middle East, including in

Kurdistan. Annualised losses to date from the shut-in are estimated at approximately 840 bopd a week. The Company is ready to restart

production and exports quickly with an improvement in the security environment.

Due to the security situation the Company has placed its previous gross average production guidance for 2026 of 37,000 – 41,000 bopd under

review. The Company has also suspended its 2026 net capex, net operating costs and other G&A expenses guidance and is assessing

initiatives to reduce expenditures, if required. We will look to reinstate guidance once production has resumed and the overall impact of the

shut-in is known.

Shaikan Field estimated reserves

The Company estimates gross 2P reserves of 416 MMstb as at 31 December 2025 contained in the Jurassic reservoir. The reduction relative

to the 2024 year-end internal estimate of 443 MMstb reflects gross production of 15 MMstb in 2025 and minor revisions of 12 MMstb.

Gross 2P reserves have been internally estimated based on a draft FDP, which models a return to development drilling towards the end of

2026. Revisions to estimated reserves reflect updated assumptions regarding reservoir and well performance, partially offset by additional infill

drilling.

Gross 2C resources continue to be estimated at 311 MMstb based on the Company’s latest independent Competent Person’s Report (“CPR”)

prepared by ERC Equipoise (“ERCE”) as at 31 December 2022. Total gross 2C resources include an estimated 101 MMstb in the Jurassic

reservoir, 157 MMstb in the Triassic reservoir and 53 MMstb in the Cretaceous reservoir.

The 2022 CPR was the Company’s last published independent third-party evaluation of the Company's reserves and resources. The Company

expects to commission an updated CPR, including a comprehensive independent assessment of 1P and 2P reserves and 2C resources, once

a path to future field development has been established.

Jon Harris

Chief Executive Officer

18 March 2026

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Financial review

Strong performance in 2025 with investment in production growth balanced with shareholder returns.

Key financial highlights

Year

ended

31 December

2025

Export sales

27 September to

31 December

2025

Local sales

1 January to

26 September

2025

Year

ended

31 December

2024

Gross average production

(1)

bopd

41,560

43,434

40,891

40,689

Dated Brent

(2)

$/bbl

69.1

63.9

71.0

80.8

Realised price

(1)(3)

$/bbl

33.9

50.5

27.6

26.8

Discount to Dated Brent

$/bbl

35.2

13.4

43.4

53.9

Revenue (invoiced for the period)

(1)(4)

193.1

79.2

113.9

151.2

Revenue (IFRS)

(5)

164.8

50.9

113.9

151.2

Operating costs

52.6

14.0

38.6

52.4

Gross operating costs per barrel

(1)

$/bbl

4.3

4.2

4.4

Other general and administrative expenses

9.3

2.0

7.3

11.4

Share option expense

7.0

1.0

6.0

4.4

Adjusted EBITDA

(1)(6)

111.4

56.8

54.6

76.1

Profit/(loss) after tax

15.1

24.0

(8.9)

7.2

Basic earnings/(loss) per share

cents

7.0

11.1

(4.1)

3.3

Revenue receipts

(1)

122.4

14.1

108.3

144.1

Net capital expenditure

(1)(7)

38.8

14.6

24.2

18.3

Free cash flow

(1)

29.1

(8.3)

37.4

65.4

Shareholder distributions

(8)

Cash and cash equivalents

78.2

87.2

102.3

(1) Represents either a non-financial or non-IFRS measure which are explained in the summary of non-IFRS measures where applicable on pages 132 and 133.

(2) Simple average Dated Brent price; provided as a comparator for realised price.

(3) 2024 realised prices reflect a full year of local sales, 2025 realised prices reflect local sales from 1 January to 26 September 2025 and export sales from 27

September to 31 December 2025. Realised prices for 2025 export sales reflect the full value of entitlement invoices at international prices with adjustments

for quality and transportation costs. Cash received for 2025 export sales equated to $30/bbl.

(4) Revenue (invoiced for the period) is a non-IFRS measure reflecting the full value of local and export sales entitlement invoices. See note 2 in the financial

statements for further details.

(5) Revenue (IFRS) reflects ‘Revenue (invoiced for the period)’ adjusted for the effective recovery of past receivables.

(6) Adjusted EBITDA is based on ‘Revenue (invoiced for the period)’.

(7) 2025 net capital expenditure includes a $5.4 million non-cash charge associated with the capitalisation of drilling inventory previously classified as held for

sale.

(8) 2025: $50 million of dividends; 2024: $35 million of dividends and $10 million of completed share buybacks.

2025 was another year of strong delivery in line with annual guidance, with targeted investment in production-enhancing projects, strict cost

control and continued free cash flow generation underpinning $50 million of dividend payments to GKP shareholders. The restart of Kurdistan

exports was a pivotal milestone for the Company, with significantly higher realised prices visible in our invoiced revenue in Q4 2025 and

consistent payments to date for sales under the interim exports agreements.

Looking ahead, the Company is currently navigating the recent deterioration of the regional security environment and shut-in of production.

We are in a strong position, with a robust balance sheet and significant flexibility to reduce expenditures should the shut-in persist.

Notwithstanding these immediate challenges, we see several opportunities for shareholder value creation ahead by securing a return to

exports sales at international prices, concluding our commercial negotiations with the KRG and capitalising on a new phase of balancing

investment in profitable production growth with shareholder returns as we approach the full recovery of past recoverable costs.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Adjusted EBITDA

Adjusted EBITDA increased 46% to $111.4 million in 2025 (2024: $76.1 million), driven by a resilient production performance, tight cost control

in line with annual guidance and the sharp increase in realised prices visible in exports sales invoices following the restart of Shaikan Field

pipeline exports on 27 September 2025.

Revenue based on sales invoices issued in 2025, a non-IFRS measure, increased 28% to $193.1 million (2024: $151.2 million), reflecting the

2% improvement in annual production and an average realised price of $33.9/bbl (2024: $26.8/bbl). Revenue on an IFRS basis was $164.8

million (2024: $151.2 million) which reflects an adjustment for the effective recovery of past receivables. The Group is restricted from reporting

a total receivable balance in excess of the unrecovered cost oil balance (or ‘Cost Pool’) and therefore cannot recognise revenue under IFRS

beyond this point. See note 2 in the financial statements for further details.

Under the exports agreements signed in September 2025, crude pricing is now linked to Dated Brent around cargo lifting windows as opposed

to average monthly Brent pricing in the month of production. The realised price achieved from export sales in 2025 was $50.5/bbl and therefore

represented a significant improvement on the price achieved from local sales of $27.6/bbl in January to September 2025 and $26.8/bbl in 2024.

The average discount to Dated Brent of $13.4/bbl arising from 2025 export sales is encouraging and represents a sizeable reduction compared

to the average discount to Dated Brent of $27.2/bbl in 2022, the last full year of exports sales prior to the ITP closure in March 2023. However,

it is relatively early in the new export process to project the precise discount for exports sales going forward given the limited time period, the

limited number of cargo liftings in the period and the ongoing review of the independent consultant.

The Company continued to exercise rigorous cost control in 2025, with operating costs and other G&A expenses in line with annual guidance.

Gross operating costs per barrel and operating costs were broadly flat at $4.3/bbl (2024: $4.4/bbl) and $52.6 million (2024: $52.4 million)

respectively. Other G&A expenses reduced 18% to $9.3 million in 2025 (2024: $11.4 million), primarily reflecting the absence of one-off retention

awards in 2024.

Share option expense was $7.0 million in 2025 (2024: $4.4 million), principally reflecting the increase in vested awards associated with the

2022 LTIP relative to the vesting of the 2021 LTIP award in 2024.

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Revenue receipts, which reflect cash received in the year for the Company’s net entitlement of local and interim period exports sales (with the

latter reflecting cash receipts of $30/bbl as per the interim exports agreements), were $122.4 million. Revenue receipts were 15% lower relative

to the prior year (2024: $144.1 million) reflecting the transition from pre-paid local sales to payments for exports sales typically in the second

month after production. As such, two exports sales payments were received in December 2025 for two crude liftings in November 2025 covering

September and most of October exports sales. This timing difference of around two months is reflected as a receivable as at 31 December

2025 of $32.0 million net to GKP. Payments for exports liftings have continued consistently to the date of this report, in line with the interim

exports agreements, enabling us to collect the amounts receivable at the year end.

The Company has also accrued a receivable for exports sales under the interim agreements to account for the differential between realised

prices for cash received from 2025 export sales and the expected reconciliation to international prices, reflected in the realised prices for

invoiced revenue. This additional receivable totalled $32.8 million net to GKP at year end 2025. The Company's current expectation is that this

receivable, as well as increases accrued for export sales ahead of the conclusion of the consultant’s review and interim exports agreements,

will be paid in the form of additional allocated liftings of crude and associated payments. The estimated payment timing and value of this

receivable are subject to the independent consultant’s report. The current interim exports agreements, which expire on 31 March 2026, are

expected to be extended to facilitate its completion of the report.

Net capital expenditure in 2025 was $38.8 million (2024: $18.3 million) reflecting investment in PF-2 safety upgrades, well workovers and initial

expenditure on the installation of water handling facilities at PF-2. Net capex in the period included a non-cash charge of $5.4 million associated

with the capitalisation of drilling inventory purchased and paid for in 2022 and 2023 that had previously been classified as held for sale following

the wind down of the Company’s expansion programme in 2023. Excluding this charge, cash net capital expenditure of $33.4 million was in

line with annual guidance.

Free cash flow generation in 2025 was $29.1 million (2024: $65.4 million), with the increase in Adjusted EBITDA offset by the increase in net

capital expenditure in the year and a working capital outflow related to the 2025 exports sales receivables.

The Company was pleased to pay dividends in the year of $50 million (2024: $35 million of dividends and $10 million of completed share

buybacks), according to the Company’s announced approach of semi-annual dividend reviews around the full-year and half-year results.

To satisfy th e vesting of the 2022 LTIP award in 2025, purchases of the Company’s shares were made by the Employee Benefit Trust (“EBT”)

in the first half of the year, amounting to $4.0 million. The Company expects the EBT to purchase shares to satisfy the potential vesting of

future LTIP awards. The vesting of LTIP awards in previous years has been satisfied by the issuance of shares.

GKP’s cash balance was $78.2 million as at 31 December 2025 (31 December 2024: $102.3 million) with no outstanding debt. The cash

balance as at 18 March 2026 was $89.1 million, with the increase since year end 2025 driven by continued consistent cash payments for

exports sales.

The Group performed a cash flow and liquidity analysis, including the impact of the ongoing conflict in the Middle East region and the

precautionary shut-in of the Shaikan Field since 28 February 2026. Consequently, the Group has considered a range of sensitivities, including

delays to a production restart, and remains satisfied that sufficient levers and mitigating actions are available to preserve liquidity, which are

set out in more detail in the ‘Going concern’ note within the financial statements. Therefore, the going concern basis of accounting is used to

prepare the financial statements.

Net entitlement

The Company shares Shaikan Field revenues with its partner, Kalegran B.V. (a subsidiary of MOL Group (“MOL”), with GKP and MOL together

forming the ‘Shaikan Contractor’ or the ‘Contractor’), and the KRG, based on the terms of the Shaikan Production Sharing Contract (‘Shaikan

PSC’). GKP and MOL’s revenue entitlement is described as ‘Contractor entitlement’ and GKP’s entitlement alone is described as ‘net’. GKP’s

net entitlement includes its share of the recovery of the Company’s investment in the Shaikan Field, comprising capital expenditure and

operating costs, through cost oil, and a share of the profits through profit oil, less a Capacity Building Payment (“CBP”) owed to the KRG.

The Cost Pool and R-factor, as defined below, are used to calculate monthly cost oil and profit oil entitlements, respectively, owed to the

Shaikan Contractor from crude oil sales. Unrecovered cost oil owed to the Shaikan Contractor increases with the addition of incurred

expenditures deemed recoverable under the Shaikan PSC and is depleted on a cash receipt basis as crude sales are paid.

As the Cost Pool is reported on a cash receipt basis, a large receivable balance related to 2022-2023 exports sales remains outstanding which

has therefore not yet been deducted from the Cost Pool, as detailed below and within note 13 of the financial statements. As at 31 December

2025, there was $152.7 million of unrecovered cost oil for the Shaikan Contractor ($122.2 million net to GKP) in the Cost Pool. The R-factor,

calculated as cumulative Contractor revenue receipts of $2,582 million divided by cumulative Contractor costs of $2,079 million, was 1.24 as

at 31 December 2025. Both the Cost Pool and the R-factor are subject to potential cost audit by the KRG.

GKP’s net entitlement of total Shaikan Field sales was approximately 36% in 2025 for amounts invoiced in the year. The Company’s 2025 net

entitlement reflects the effective recovery in the second half of the year of $28.3 million of cost oil owed to GKP from the outstanding October

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

2022 to March 2023 receivable balance. Consequently, the total receivable balance for 2022-2023 exports sales as at 31 December 2025

reduced to $122.8 million net to GKP (comprising $92.1 million cost oil and $30.7 million profit oil net to GKP). Including receivables in relation

to September to December 2025 export sales, the combined total owed to GKP amounted to $184.6 million as at 31 December

2025 (comprising $141.8 million cost oil and $42.8 million profit oil).

As previously disclosed, the repayment of the 2022-2023 receivable balance is a component of the Company’s ongoing commercial

negotiations with the KRG, along with the settlement of other KRG-related assets and liabilities. The negotiations continue to progress but no

agreement has been reached as at the date of this report.

Looking ahead, the outlook for GKP’s net entitlement in 2026 will depend on the outcome of these negotiations, among other variables, given

the cost oil component of the outstanding 2022-2023 receivable balance as at 31 December 2025 essentially accounted for the Cost Pool at

the same date. The net effect of settling the receivable balance and the other KRG-related assets and liabilities under discussion with the KRG

is expected to lead to a lower Cost Pool relative to the 31 December 2025 level, reducing the amount of cost oil that can be recovered and

reducing the Company’s net entitlement.

In due course, the outstanding Cost Pool is expected to be fully recovered. Increases in realised prices and production as well as the potential

settlement of past overdue invoices, as outlined above, are expected to accelerate depletion. Once the Cost Pool is fully depleted, the

Company's net entitlement will be below 36% and will be determined by the revenue realised from oil sales and the amount of recoverable net

capital expenditures and operating costs spent in a given period. A fully depleted Cost Pool will put the Company in an excellent position to

invest in profitable production growth while continuing to generate free cash flow, assuming healthy oil prices and consistent exports payments.

Outlook

In light of the current production shut-in, the Company has suspended its 2026 net capital expenditures, net operating costs and other G&A

expenses guidance. The Company retains a robust balance sheet and significant flexibility to reduce its work programme and cost base should

the production shut-in persist. The Company had previously been expecting net capex of $40-$50 million, net operating costs of $55-$60 million

and other G&A expenses below $10 million in 2026. The Company will look to update guidance once production has restarted and the overall

impact is known.

Gulf Keystone remains committed to returning potential excess cash to shareholders via semi-annual dividend payments and opportunistic

share buybacks. As described in the ‘Chair’s statement’ on page 6, the Board has decided to declare an interim dividend of $12.5 million,

equivalent to $0.0575 per Common Share, following careful consideration of the Company’s liquidity needs, current outlook and ability to

significantly reduce capital expenditures and costs. The dividend will be paid on 27 April 2026, based on a record date of 10 April 2026 and ex-

dividend date of 9 April 2026. The Board intends to review the feasibility of a supplementary dividend payment following a restart of production,

exports and payment receipts.

Gabriel Papineau-Legris

Chief Financial Officer

18 March 2026

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Our asset

The Shaikan Field is a long-life asset, with a proven track record of low

cost production and significant

growth potential.

Overview

The Shaikan Field is one of the largest oil fields in the Kurdistan Region of Iraq by reserves and production, with internally estimated gross 2P

reserves of 416 MMstb at year end 2025 and 2025 gross average production of 41,560 bopd. Located about 60 kilometres north-west of Erbil,

the largest city in Kurdistan, and at the north-west end of the Zagros Fold-belt, the field spans an area of approximately 280 square kilometres.

Gulf Keystone is operator of the Shaikan Field with an 80% working interest. The remaining 20% is held by our partner MOL, who together

with GKP form the ‘Shaikan Contractor’ or ‘Contractor’. The Shaikan Field Production Sharing Contract (“PSC”) was awarded in 2007 by the

KRG, with oil discovered in 2009 by the SH-1 well and first commercial production achieved in July 2013. Since then, over 150 MMstb of oil

has been produced. During its history, the Company has also held three other PSCs in Kurdistan and exploration and appraisal rights in Algeria,

all of which were relinquished to focus on the Shaikan Field.

2013 – 2025 annual gross average production (kbopd)

Reservoir geology

The Shaikan Field consists of three fractured carbonate reservoirs, the Cretaceous, the Jurassic and the Triassic, with the Cretaceous being

the shallowest and the Triassic the deepest.

Crude oil in the Cretaceous and Jurassic reservoirs is relatively heavy, with the Cretaceous bituminous oil between 12-15° API and the Jurassic

heavy oil ranging from API of 15-17°. The Triassic reservoir contains light oil with gas condensate of between 38-43° API.

Shaikan Field production to date has been entirely from the Jurassic reservoir.

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/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Shaikan Field estimated reserves and resources

The Company estimates gross 2P reserves of 416 MMstb as at 31 December 2025, contained in the Jurassic reservoir. The reduction relative

to the 2024 year-end internal estimate of 443 MMstb reflects gross production of 15 MMstb in 2025 and minor revisions of 12 MMstb (see chart

below).

Gross 2P reserves have been internally estimated based on a draft Field Development Plan, which models a return to development drilling

towards the end of 2026. Revisions to estimated reserves reflect updated assumptions regarding reservoir and well performance, partially

offset by additional infill drilling.

Shaikan estimated gross 2P reserves reconciliation (MMstb, 31-Dec-25 vs 31-Dec-24 internal estimate)

Gross 2C resources continue to be estimated at 311 MMstb based on the Company’s latest independent Competent Person’s Report (“CPR”)

prepared by ERC Equipoise (“ERCE”) as at 31 December 2022. Total gross 2C resources include an estimated 101 MMstb in the Jurassic

reservoir, 157 MMstb in the Triassic reservoir and 53 MMstb in the Cretaceous reservoir.

Shaikan Field estimated 2P reserves and 2C resources

(1) Internally estimated gross 2P reserves as at 31 December 2025

(2) Estimated gross 2C resources based on independent Competent Person’s Report (“CPR”) as at 31 December 2022

The 2022 CPR was the Company’s last published independent third-party evaluation of the Company’s reserves and resources. Once the

Company has more visibility on a path to future field development, it expects to commission an updated CPR, including a comprehensive

independent assessment of 1P and 2P reserves and 2C resources.

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Infrastructure

The Shaikan Field consists of production wells connected to two production facilities, PF-1 and PF-2, with total facilities dry oil processing

capacity currently of around 60,000 bopd.

In August 2025, the Company sanctioned the installation of water handling facilities at PF-2. Once operational, the facilities are expected to:

§ add around 17,000 bopd of wet oil processing capacity;

§ unlock an estimated 4,000 to 8,000 bopd of incremental gross production above the anticipated field baseline from existing constrained

wells at PF-2; and

§ reduce downside risk to reservoir recoverability.

While good progress has been made on the project since sanction, the schedule is currently under review due to the regional security

environment.

Shaikan Field map

Route to market

Throughout much of the Shaikan Field’s history of commercial production, Gulf Keystone has been able to export its crude to the international

markets via pipeline. Prior to the closure of the ITP in March 2023, the KRG was responsible for exporting Kurdistan crude via the Kurdistan

Export Pipeline to Fishkhabour and subsequently via the ITP to the Ceyhan oil terminal in Türkiye. At Ceyhan, the KRG marketed Kurdistan

crude to international buyers. Kurdistan IOCs, including Gulf Keystone, were paid according to a realised price based on Brent less deductions

for transportation and crude quality. The average discount to Dated Brent for Shaikan Field crude in 2022, the last full year of export sales prior

to the closure of the ITP, was $27.2/bbl.

In March 2023, the ITP was closed as a result of the International Chamber of Commerce ruling awarded in Iraq’s favour in the first of two long-

running arbitration cases dating back to 2014. The cases claimed Türkiye had violated the terms of a 1973 bilateral agreement by allowing the

KRG to export crude oil through the pipeline without consent from the FGI. The second arbitration remains outstanding. The Shaikan Field was

subsequently shut-in for a period of over three months while the Company wound down its development programme while exploring options

to sell into the local Kurdistan market.

Pipeline export map

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On 19 July 2023, the Company began selling its crude to local buyers, primarily via trucking. During this period of local sales, Shaikan Field

crude was sold to a small number of local buyers approved by the MNR. Crude sales were pre-paid and volumes and prices were determined

on a monthly basis through the renewal of contracts between the Group and local buyers. While local market demand was strong and consistent

for much of the period, enabling the Shaikan Field to return to producing at full capacity, the Group had limited visibility beyond the monthly

contracting cycle, while truck availability and road access were disrupted at various points by regional holidays and temporary political disputes.

Prices had limited sensitivity to international benchmarks and were instead set primarily by local supply and demand. Prices were at steep

discounts to Brent, averaging $27.6/bbl for local sales in 2025 prior to 27 September 2025, when Kurdistan exports restarted.

During the two-and-a-half-year period in which Kurdistan exports were suspended, Gulf Keystone and other IOCs in the region proactively

engaged with the KRG, FGI and other stakeholders in the region to restart exports. On 26 September 2025, the Company announced that it

had signed, along with other IOCs operating in the region, interim agreements with the KRG and the FGI to enable the restart of international

crude exports from Kurdistan. On 27 September 2025, pipeline exports from the Shaikan Field and other fields in Kurdistan restarted.

The interim agreements to restart Kurdistan crude exports are in full compliance with the Federal Iraqi Budget Law while maintaining the

sanctity of Kurdistan’s PSCs. The Budget Law provides for an interim period, originally anticipated to be around three months but extended to

31 March 2026, during which IOCs are compensated $16/bbl for exported production to cover the costs of production and transportation. As

the KRG is no longer paid for its entitlement, but rather is compensated through FGI budget transfers, the $16/bbl equated to $30/bbl on a

cash basis for 2025 exports sales, based on the Contractor’s net entitlement according to the Shaikan PSC.

Following the interim period, a reconciliation to full PSC entitlement at international prices (adjusted for crude quality and transportation costs)

and the signing of longer-term agreements is expected following a review of IOC invoices and contractual costs conducted by an international

independent consultant. The Company expects the interim exports agreements, which currently expire on 31 March 2026, to be extended to

facilitate the completion of the consultant’s review.

The realised price achieved from export sales in 2025 was $50.5/bbl and therefore represented a significant improvement on the price achieved

from local sales. The discount from Dated Brent of $13.4/bbl arising from 2025 export sales is encouraging and represents a sizeable reduction

compared to historic discounts prior to the ITP closure in March 2023. However, it is relatively early in the new export process to project the

precise discount for exports sales going forward given the limited time period, the limited number of cargo liftings in the period and the ongoing

review of the independent consultant. See the Financial review on pages 10 to 13 for further information.

Potential evolution of Shaikan Field realised prices

(1) Simple average Dated Brent price, provided as a comparator for realised price.

Under the signed interim exports agreements, the Iraqi State Organization for Marketing of Oil (“SOMO”) transports the crude from Fishkhabour

in Kurdistan to Ceyhan in Türkiye while the KRG and the IOCs market Kurdistan crude at the Kirkuk blend official selling price via a nominated

trader. The KRG continues to be responsible for exporting Kurdistan crude via the Kurdistan Export Pipeline to the ITP connection point at

Fishkhabour. The Company and other IOCs are paid from the sale of their allocation at Ceyhan by the nominated trader. As per the interim

agreements, it is currently expected that an escrow account will be set up at an international bank into which the nominated trader will deposit

the sales proceeds prior to subsequent disbursement to the IOCs. In advance of the anticipated establishment of the escrow account, the

nominated trader has been making direct payments to the IOCs.

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The Company is continuing to actively engage with the KRG regarding a payment mechanism for the outstanding October 2022 to March

2023 receivable balance as part of broader ongoing negotiations with MNR to resolve a number of historical outstanding Shaikan

commercial, financial and accounting matters, including other KRG-related assets and liabilities.

Field development and investment

With an estimated 2P reserves life of around 27 years based on 2025 production and significant potential upside from estimated 2C resources,

the Shaikan Field offers an opportunity for significant growth within the Company’s existing licence period, which is currently expected to expire

in 2043, assuming extensions permitted under the PSC.

Following the restart of Kurdistan exports in September 2025, the Company has begun work to update the Shaikan Field Development Plan

(“FDP”). The Company’s current expectation is that the updated FDP will be broadly similar to the version submitted to the MNR in 2022 prior

to the suspension of Kurdistan exports in March 2023.

In the 2022 FDP, we were targeting to:

§ increase the gross production plateau from the Jurassic reservoir to 85,000 bopd with a continuous drilling programme and expansion of

the production facilities, including the installation of water handling; and

§ test the Triassic reservoir, targeting incremental production from the initial pilot of up to 10,000 bopd.

The updated FDP is expected to include a GMP focused on reducing flaring and scope 1 emissions intensity over time. We are currently

assessing options for the project and will provide an update on next steps at the appropriate time. Further information on the GMP can be

found on pages 51 and 52 of the TCFD report.

Shaikan Field Production Sharing Contract (“PSC”)

Gulf Keystone’s net entitlement of Shaikan Field production and revenue is based on the terms of the Shaikan PSC. The contract was awarded

by the KRG in 2007 following the creation of the Kurdistan Region Oil and Gas Law in the same year.

PSCs are widely used in the international oil and gas industry, with similar contracts used in Azerbaijan, Brazil, Indonesia, Malaysia and Oman,

among many other countries. They are commonly used in developing and emerging markets to incentivise international investors to explore

frontier areas or open new geological plays. They have played an instrumental role in the prosperity of Kurdistan’s oil and gas industry and

economy over the last two decades by attracting billions of US dollars of investment from oil majors and IOCs, such as Gulf Keystone, to the

region with a well-established and recognised fiscal regime and appropriate risk/reward contract structure for investment, enabling Kurdistan

production to grow from 0 to over 400,000 barrels per day prior to the closure of the ITP.

At a high level, the PSC structure incentivises an IOC to fund all costs and assume all risks. In return, upon the discovery, appraisal and

development of a commercially viable producing field, the IOC is able to recover its costs and take a share in the profits through its entitlement

of production over the licence period of the contract.

With respect to the Shaikan Field PSC, GKP shares Shaikan Field revenues with its partner, MOL (who form together with GKP the ‘Shaikan

Contractor’ or the ‘Contractor’), and the KRG. GKP and MOL’s revenue entitlement is described as ‘Contractor entitlement’ and GKP’s

entitlement alone is described as ‘net’. GKP’s net entitlement includes its share of the recovery of the Company’s investment in the Shaikan

Field, comprising capital expenditures and operating costs, through cost oil and a share of the profits through profit oil, less a CBP owed to the

KRG.

The unrecovered cost oil balance (or ‘Cost Pool’) and R-factor are used to calculate monthly cost oil and profit oil entitlements, respectively,

owed to the Shaikan Contractor from crude oil sales. Unrecovered cost oil owed to the Shaikan Contractor increases with the addition of

incurred expenditures deemed recoverable under the Shaikan PSC and is depleted on a cash basis as crude sales are paid. For further

information on the Company’s net entitlement in 2025 and the outlook for 2026 can be found on pages 12 and 13 of the Financial review.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Business model

Our purpose

GKP is a responsible energy company developing natural resources for the benefit of all our stakeholders, delivering social and economic

benefits by working safely and sustainably with integrity and respect.

Our values

Safety

Social

responsibility

Trust

through open

communication

Innovation and

excellence

Integrity and

respect

Teamwork

Inputs

Responsibility

Committed to a rigorous focus on safety, minimising our environmental impact and generating

economic value for Kurdistan.

Governance

Outstanding governance, ethical conduct and compliance is the foundation of GKP’s business.

Long life asset

We are operator of one of the largest oil fields in Kurdistan with an established production track

record and significant growth potential.

Low cost

We are a leading low-cost operator relative to Kurdistan and international peers.

Expertise

Our teams bring together years of experience operating in Kurdistan and other emerging market

environments as well as significant technical expertise in understanding fractured carbonate

reservoirs.

Discipline

Our strategy is to balance profitable production growth with the return of excess cash to shareholders

while maintaining a robust balance sheet. We have consistently executed against this strategy

despite volatility in the operating, security and commodity price environment.

Zero LTIs

416 MMstb

27 years

82%

$89 million

for >1,150 days

(1)

estimated gross 2P

reserves

(2)

estimated gross 2P

reserves life

(3)

of GKP’s workforce

in Kurdistan are

local nationals

(4)

cash as at

18 March 2026 with

no outstanding debt

(1) As at 17 March 2026.

(2) Internal estimate of gross 2P reserves as at 31 December 2025 (see ‘Our asset’ section on page 15 for more detail).

(3) Internally estimated gross 2P reserves of 416 MMstb as at 31 December 2025 / 2025 gross average production of 41,560 bopd.

(4) As at 31 December 2025.

Our core activities

Produce

Gulf Keystone has a proven track record of

delivering production growth from the Shaikan

Field. Since first commercial production in 2013,

GKP has produced over 150 MMstb, with gross

average production in 2025 of 41,560 bopd.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Develop

The Shaikan Field is one of the largest oil fields

in Kurdistan by reserves and production. Based

on internally estimated gross 2P reserves at

2025 year end and 2025 gross average

production of 41,560 bopd, the Shaikan Field’s

reserves life is around 27 years, demonstrating

the significant growth potential. There is also

large potential upside from the estimated 2C

resource base of 311 MMstb in the Jurassic,

Triassic and Cretaceous reservoirs, with lighter,

higher value oil contained in the Triassic.

Our strategy

Our strategy is to create value for all stakeholders by balancing investment in profitable production growth with sustainable shareholder returns,

while maintaining a robust balance sheet and prudent liquidity levels. Our focus on safety and sustainability and strong corporate governance

underpins our strategy.

Outputs

Investors

Gulf Keystone has a track record of balancing investment in profitable growth with sustainable

shareholder returns, while maintaining a robust balance sheet and prudent liquidity levels. In the period

from 2019 to 2025, the Company has distributed $535 million to shareholders in the form of dividends

and share buybacks. Looking ahead, we remain committed to returning excess cash to shareholders,

subject to the liquidity needs of the business and the operating environment.

Kurdistan

Kurdistan is part of Gulf Keystone’s DNA. Through our ongoing operations and by creating local jobs,

investing in the local supply chain and supporting local communities, Gulf Keystone makes a significant

contribution to Kurdistan’s economy and society. Since entry into the region in 2007, the Company has

played a significant role in the development of Kurdistan’s oil and gas industry, investing with its partners

over $3 billion gross in the exploration, development and production of crude oil, $2 billion of which has

been spent on the Shaikan Field. In the past five years, the Shaikan Field has generated over $1.4

billion of revenues for the government.

Communities

Gulf Keystone takes pride in its engagement with local communities and, through regular engagement

and investment, has a strong relationship with the areas local to Shaikan. The Company is a significant

employer in Kurdistan and has a high staff localisation ratio, with many employees hired from

neighbouring villages. It is committed to local workforce development through jobs, training and career

opportunities.

Workforce

Gulf Keystone’s workforce is integral to the Company’s ability to deliver its strategy. To support our staff,

we foster a safe, diverse and inclusive working environment that enables our people to thrive and

develop.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Strategy and objectives

Gulf Keystone’s strategy is to create value for all stakeholders by balancing investment in profitable production growth with

shareholder returns, while maintaining a robust balance sheet and prudent liquidity levels. Our focus on safety and sustainability

and strong corporate governance underpins our strategy.

Our strategic objectives are as follows:

Safety and sustainability

Value creation

Strategic objective

The Group is committed to improving the safety and

sustainability of its business and operations.

Strategic objective

Balance investment in profitable production growth with

shareholder returns.

2025 performance highlights

§ Zero Lost Time Incidents, well below the relevant Kurdistan

and international peer benchmarks. Zero Lost Time

Incidents for over 1,150 days as at 17 March 2026

§ One recordable incident in January 2025; we have now

been operating for over a year without a further incident

§ Completed an assessment of our HSE management

practices by an international independent contractor

§ Invested in safety upgrades at PF-2

§ Local proportion of the Company’s workforce remained

high, accounting for 82% as at 31 December 2025

§ Continued to invest in our local supply chain in Kurdistan,

with 50% of our purchasing and contracting in 2025 with

local suppliers

§ Generated $250.1 million of revenue for the government in

the year, bringing cumulative government revenue

generation to over $1.4 billion in the past five years

§ Provided over $250,000 of funding for local community

projects focused on agriculture, education and improving

local infrastructure

§ 100% workforce compliance with GKP’s Code of Business

Conduct certification process

2025 performance highlights

§ Increased gross average production by 2% to 41,560 bopd,

in line with tightened annual guidance

§ Executed disciplined work programme of PF-2 safety

upgrades, well workovers and initial engineering design

work for the installation of water handling facilities at PF-2

following project sanction in August 2025

§ Total dividends of $50 million paid to shareholders

2026 focus

§ Continue to target zero harm to staff and contractors across

our operations by extending our current records of LTI and

recordable incident free days

§ Close out improvements to our HSE management practices

identified by the 2025 safety audit

§ Continue to generate economic value for Kurdistan while

delivering a programme of local community projects

§ Maintain robust governance and compliance and high

standards of ethical conduct

2026 focus

§ Safely and quickly restart production and exports once the

security environment stabilises and update production

guidance

§ Engage with key government stakeholders to secure a

return to export sales at international prices and longer-term

exports agreements following the expected completion of

the independent consultant’s review

§ Advance negotiations with the KRG to settle historical

Shaikan commercial matters, including the payment of oil

sales arrears and other KRG-related assets and liabilities

§ Continue to review returns of excess cash to shareholders

Link to key performance measures

§ Safety performance (TRIR)

Link to key performance measures

§ Gross production (bopd)

§ Adjusted EBITDA ($m)

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Capital discipline and cost focus

Robust financial position

Strategic objective

Prudent, disciplined and proactive management of capital

expenditures and underlying cost base to support cash flow

generation.

Strategic objective

Maintain a robust balance sheet and prudent liquidity levels to

fund and execute strategy and to manage commodity cycle and

operating environment in Kurdistan.

2025 performance highlights

§ Net capital expenditure, operating costs and other G&A

expenses delivered in line with annual guidance

§ 2025 net capex of $38.8 million, primarily reflecting PF-2

safety upgrades, well workovers and initial expenditure on

the installation of water handling facilities at PF-2

§ 2025 operating costs of $52.6 million, with gross Opex per

barrel of $4.3/bbl, primarily reflecting the slight increase in

production

§ 2025 other G&A expenses of $9.3 million

§ 2025 free cash flow generation of $29.1 million

2025 performance highlights

§ The Company’s cash balance reduced from $102.3 million

as at 31 December 2024 to $78.2 million as at 31

December 2025

§ No outstanding debt as at 31 December 2025

2026 focus

§ Considering the current production shut-in related to the

recent deterioration in the security environment, the

Company has suspended its 2026 net capex, net operating

costs and other G&A expenses guidance (respectively $40-

$50 million, $55-$60 million and <$10 million)

§ The Company will look to update guidance once production

has restarted and the overall impact is known

2026 focus

§ Implement initiatives to reduce capital expenditures and

costs if the current precautionary production shut-in related

to the security environment persists

Link to key performance measures

§ Net capital expenditure ($m)

§ Operating costs ($m)

§ Other G&A expenses ($m)

Link to key performance measures

§ Adjusted EBITDA ($m)

§ Net cash ($m)

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Key performance indicators

Gulf Keystone sets performance measures and assesses progress against these targets on a regular

basis.

Strategic priorities:

Safety and sustainability

Value creation

Capital discipline and cost focus

Robust financial position

Link to remuneration:

Safety performance, gross average production, operating costs, other G&A expenses and net capital expenditure are all performance measures

embedded into the corporate KPIs table on page 110 of the Remuneration Committee report.

Safety performance (TRIR)

Why we measure this

Performance

§ The Company is committed to safe

and reliable operations

§ Safety performance and

improvements in safety management

are measured using several metrics,

including Total Recordable Incident

Rate (“TRIR”)

§ We require employees and contractors

to work in a safe and responsible

manner and provide them with the

training and equipment to do so

Strategic priorities

§ TRIR was 0.54 in 2025, reflecting one

recordable incident relating to a minor

injury to a contractor’s hand in

January 2025

§ Since then, we have been operating

for over a year without a recordable

incident

§ We were pleased to extend our record

of Lost Time Incident free days to over

three years in January 2026 and have

been operating for over 1,150 days

without an LTI as at 17 March 2026

Gross average production (bopd)

Why we measure this

Performance

§ Indicator of our revenue generation

potential

§ Measure of progress towards driving

profitable production growth

Strategic priorities

§ 2% annual increase reflecting a

resilient performance despite trucking

and security-related disruptions from

June to August 2025

§ Gross average production of c.32,100

bopd in 2026 year to 17 March,

reflecting the precautionary shut-in of

the Shaikan Field on 28 February

2026 following the deterioration in the

regional security environment

Adjusted EBITDA ($m)

(1)

Why we measure this

Performance

§ Indicator of the Group’s cash

generation to fund investment and

costs and return capital to

shareholders

Strategic priorities

§ 46% increase relative to 2024, driven

by a resilient production performance,

tight cost control in line with annual

guidance and the sharp increase in

realised prices visible in exports sales

invoices following the restart of

Shaikan Field pipeline exports on 27

September 2025

(1) Adjusted EBITDA is based on revenue (invoiced for the period), a non-IFRS measure. See page 132 of the ‘Non-IFRS measures’ for further detail.

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/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Operating costs ($m)

Why we measure this

Performance

§ Operating costs are carefully

managed with a focus on remaining a

low

cost operator

Strategic priorities

§ Operating costs of $52.6 million

broadly flat compared to prior year

and in line with annual guidance range

§ Slight reduction in gross operating

costs per barrel to $4.3/bbl relative to

2024

Other G&A expenses ($m)

Why we measure this

Performance

§ A key metric for the Company is to

control G&A expenses, including

business, corporate, administration

and support costs

Strategic priorities

§ In line with annual guidance

§ 18% reduction versus 2024, primarily

reflecting the absence of one-off

retention awards in 2024

Net capital expenditure ($m)

Why we measure this

Performance

§ Net capital expenditure includes the

Company’s net expenditure on oil

asset investments

§ Net capital expenditure is incurred

with a focus on capital discipline and

flexibility to drive profitable production

growth and to meet the requirements

of the Shaikan Production Sharing

Contract

Strategic priorities

§ In line with annual guidance

§ Expenditure in the year of $38.8

million reflected investment in PF-2

safety upgrades, well workovers and

initial expenditure on the installation of

water handling facilities at PF-2, which

was sanctioned in August 2025

Net cash ($m)

Why we measure this

Performance

§ Maintaining a robust balance sheet

and prudent liquidity management

provides the flexibility to fund our

strategy of balancing investment in

profitable growth and shareholder

returns, while providing a cushion to

manage through declines in oil price

and risks associated with operating in

Kurdistan

Strategic priorities

§ Reduction versus 2024 driven by

lower cash receipts in the second half

of the year following the transition

from pre-paid local sales in September

2025 to the first exports sales

payment in December 2025

§ $50 million of dividends paid to

shareholders

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Stakeholder engagement

Engagement with our stakeholders is critical to Gulf Keystone’s success.

Statement by the Directors in performance of their statutory duties in accordance with section 172(1) of

the Companies Act 2006

The Board of Directors of Gulf Keystone Petroleum Limited consider, both individually and together, that they have acted in a way they consider,

in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to its

stakeholders and matters set out in s172 of the Companies Act 2006 (‘section 172’)) in the decisions taken during the year ended 31 December

2025.

In doing so, the Directors have taken account of the likely long-term consequences of the key strategic decisions made in the year (examples

of which are provided below), the interests of Gulf Keystone’s employees, the Company’s business relationships with its host government and

suppliers and the impact of the Company’s operations on its local communities and the environment.

The Directors have also acted with regard to the desirability of Gulf Keystone maintaining a reputation for high standards of business conduct

and ethics, and the need to act fairly as between members of the Company.

When formulating the Company’s strategy, the Directors consider the longer-term and broader consequences and implications of its business

on key stakeholders and factors relating to climate change. The need to be a responsible energy company, acting in an ethical manner, is

embedded in Gulf Keystone’s corporate purpose and is the focus of the Company’s sustainability strategy. Further detail is available in the

Company’s Sustainability report on pages 29 to 47 and TCFD report on pages 48 to 55.

As part of GKP’s commitment to effective stakeholder engagement, and in accordance with section 172, the Company sets out on pages 26

to 28 its key stakeholder groups and corresponding approach to engagement with them. GKP’s stakeholder engagement strategies are tailored

for each of these key audiences to continue a mutually beneficial dialogue with those who are invested in, or impacted by, the Company’s

operations.

Considering stakeholders in key 2025 strategic decisions

Set out below are two examples of Board decisions made during 2025 which illustrate how the Directors have fulfilled their duties.

Decision

Restart of Shaikan Field pipeline exports

Overview

§ On 26 September 2025, the Company announced that it had signed, along with other IOCs operating in the

region, interim agreements with the KRG and the FGI to enable the restart of international crude exports from

Kurdistan

§ On 27 September 2025, pipeline exports from the Shaikan Field and other fields in Kurdistan restarted

Stakeholder

considerations

§ Investors: The Board carefully assessed the benefits of a step-up in realised prices relative to local sales and

a potential future return to international prices against the immediate cessation of local sales prepayments and

the prospect of a first exports payment in December 2025

§ Host government: The Board considered the benefits of participating in an exports restart solution for the

Company’s relationship with the KRG while analysing the implications of signing a tripartite agreement with the

KRG and FGI

§ Workforce; suppliers and contractors: The Board reviewed the Company’s plans for redeploying staff and

contractors involved in trucking operations

§ Local communities: The Board considered the positive implications for local villages surrounding the Shaikan

Field of ending trucking traffic from local sales

Decision

Sanction of water handling installation at PF-2

Overview

§ In August 2025, the Board approved the sanction of the installation of water handling facilities at PF-2

§ Once operational, the facilities are expected to unlock an estimated 4,000 to 8,000 bopd of incremental gross

production above the anticipated field baseline from existing constrained wells and reduce downside risk to

reservoir recoverability

Stakeholder

considerations

§ Investors: The Board reviewed the operational and economic benefits of the project against the required

increase in net capital expenditure and lease costs once the facilities are commissioned. Careful consideration

was given to the Company’s ability to minimise upfront commitments and reduce expenditures in a downside

scenario

§ Host government: The Board took into account the KRG’s views regarding the contracting of the project and

assessed the benefits of sanction for the Company’s relationship with the government

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Key stakeholder groups

Investors

Key engagement topics

§ Geopolitical and economic

environment

§ Restart of Kurdistan crude exports

§ Trucking sales

§ Operational and financial performance

§ Balance sheet and liquidity

§ Capital allocation

§ Financing strategy

§ Risk management

§ Shareholder distributions

§ Dual listing on Euronext Growth Oslo

How we engaged in 2025

§ Active and ongoing investor relations

programme engaging with

shareholders, prospective equity and

debt investors, and sell-side analysts

§ Meetings with Norwegian and

international investors in connection

with the dual listing on Euronext

Growth Oslo, completed in February

2026

§ Clear and timely investor

communications

§ Virtual AGM held with open invitation

to all shareholders with the ability to

submit questions electronically

§ Engagement with shareholders prior

to AGM to encourage voting turnout

Why we engage

§ Improve liquidity of the Company’s

§ Attract new institutional and retail

investors

§ Maintain flexibility to access equity

and debt funding

§ Our investors have valid views on

strategic, financial and operational

decision making which we must take

into account

Host government

Key engagement topics

§ Crude oil sales marketing, payments

and pricing

§ Outstanding historical commercial

matters

§ Shaikan Field performance

§ Shaikan Field Development Plan

§ Health and safety

§ Community investment strategy and

plans

§ Environmental matters

How we engaged in 2025

§ Regular meetings and

correspondence with senior KRG and

MNR officials

§ Development and execution of interim

agreements signed by the KRG, FGI

and IOCs to restart Kurdistan crude

exports

§ Engagement regarding participation in

the local sales market, including buyer

selection and related due diligence;

contracting and commercial terms,

and approvals for transporting crude

via truck

§ Progressed negotiations related to

several outstanding commercial

matters, including the repayment of oil

sales arrears and the settlement of

other KRG-related assets and

liabilities

§ Generated revenues from the Shaikan

Field for the government, comprising

production entitlements, royalties and

capacity building payments

Why we engage

§ We work closely with our host

government, the KRG, to ensure

alignment on: developing and

producing resources for the benefit of

all stakeholders; business and

operational strategy; commercial

terms regarding the sale and export of

Shaikan crude oil; and our licence to

operate under the Shaikan PSC

§ The KRG, through the MNR, is

responsible for managing Kurdistan’s

oil and gas industry. The KRG’s role

includes managing the export of

Kurdistan crude via the Kurdistan

Export Pipeline to the ITP connection

point at Fishkhabour and via SOMO

using the ITP to Ceyhan. It also

includes their use of a marketer jointly

selected with the participating IOCs to

sell the allocated interim IOC barrels

at Ceyhan for the benefit of the

participating IOCs and to cover certain

transportation costs

Local communities

Key engagement topics

§ Health, safety and security

§ Local employment

§ Development of local staff and

contractors

§ Major incident prevention

§ Local community projects

§ Protection of the environment

How we engaged in 2025

§ Active and ongoing engagement with

local communities

§ Support and funding for local

community initiatives

§ Proactive staff localisation policy

§ Proactive use of local suppliers and

service companies

Why we engage

§ The support of local communities is

essential for the mutually beneficial

development and operation of the

Shaikan Field

§ GKP is an important employer in the

local communities

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Workforce

Key engagement topics

§ Health, safety and security

§ Gulf Keystone’s purpose, values and

culture

§ Gulf Keystone’s Code of Business

Conduct

§ Company strategy and operational

progress

§ Geopolitical, security and economic

environment

§ Learning and development

§ Diversity and inclusion

§ Remuneration and benefits

§ Sustainability and climate-related risks

and opportunities

How we engaged in 2025

§ Regular digital and in-person

engagement, including through

monthly town hall meetings, employee

surveys and the Company’s intranet

§ Regular health and safety briefings

across the Company

§ Ongoing initiatives to support mental

and physical wellbeing

§ Engagement regarding policies and

procedures, including Code of

Business Conduct training and

compliance, security and

cybersecurity

§ Engagement and initiatives to improve

diversity and inclusion

§ Learning and development

programmes

§ Initiatives to deepen workforce

understanding of and involvement in

sustainability strategy and addressing

climate-related risks and opportunities

Why we engage

§ The health and safety, understanding

of the business, key performance

goals and their role in the delivery,

development, diversity and retention

of GKP’s workforce is essential to the

Company’s success and execution of

its strategy

Joint venture partner

Key engagement topics

§ Health, safety and security

§ Local community engagement

§ Long-term asset strategy

§ Shaikan Field performance

§ Shaikan Field development

§ Work programme and budget

§ Commercial arrangements

§ Crude oil sales payments

§ Sustainability strategy and addressing

climate-related risks and opportunities

How we engaged in 2025

§ Regular multi-disciplinary meetings

and dialogue

§ Approval of work programmes and

budgets

Why we engage

§ Partner alignment is critical for the

development and operation of the

Shaikan Field

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Suppliers and contractors

Key engagement topics

§ Health, safety and security

§ Fair and transparent contracting

processes

§ Long-term partnerships

§ Collaborative approach

§ Fair payment terms

§ Local community involvement

§ Consistency of application of business

ethics practices

How we engaged in 2025

§ Regular engagement on ethics,

health, safety and security to ensure

compliance with GKP policies and

procedures

§ Rigorous contracting processes strictly

in accordance with the MNR set

tendering processes for all suppliers,

resulting in broad participation

§ Regular communication with all

suppliers and the MNR Tender

Committee

Why we engage

§ The support and performance of

suppliers and contractors enables the

Company to deliver against its

strategy

Environment

Key engagement topics

§ Operational emissions and addressing

climate-related opportunities and risks

§ Monitoring air quality to conform to

Kurdish standards

§ Facility impact, water and waste

management

How we engaged in 2025

§ Monitored air quality around our

operations and local villages

§ Carried out a thorough clean-up of an

oil spill caused by a flowline rupture

§ Assessed a project to eliminate

methane emissions from the

Company’s oil storage tanks at PF-2

Why we engage

§ In order to maintain our licence to

operate, we are focused on

addressing climate-related risks and

opportunities and minimising our

impact on the local environment while

ensuring our disclosures are fully

compliant with the

TCFD recommendations

§ The Company’s impact on the

environment continues to be a key

consideration

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Sustainability report

CEO’s introduction

Our sustainability strategy prioritises safety, emissions, the local environment, our people, economic and social value, and strong governance

and ethical behaviour. Sustainability is an important consideration for the Board, who have direct oversight of the Company’s strategy and who

regularly review risks related to sustainability and climate change. Safety and sustainability related objectives are embedded into management

and staff remuneration at all levels.

We have continued to maintain a rigorous focus on safety across our operations. 2025 was another Lost Time Incident free year, despite the

transition from local sales to exports in September 2025, disruptions to production and field operations over the summer due to trucking

shortages and security issues, and a number of active work fronts across our facilities and well sites. We have extended our LTI-free track

record into 2026 and were delighted to celebrate over three years without an incident in January 2026. We have also been operating for over

a year without a recordable incident as at the date of this report.

We were pleased in 2025 to commission an assessment of our HSE management practices by an international independent contractor, who

reviewed hundreds of documents and spent several weeks in the field and at our offices observing our operations and engaging with staff and

contractors. The safety audit confirmed that GKP is a strong performer in safety across several standards, while it also identified some important

improvements which we are focused on closing out in 2026.

Our operations and investment continued to generate economic value for Kurdistan in the year. The Shaikan Field generated $250 million in

revenues for the government in 2025, bringing cumulative revenue generation for the government to over $1.4 billion over the past five years.

We also maintained high levels of local employment and spending with local suppliers, with 82% of our workforce in Kurdistan consisting of

local Kurds, many of whom come from villages in the Shaikan area, and half of all purchasing and contracting with local suppliers.

Economic value generation in 2025 was supplemented by an increase in spending on local community projects in the Shaikan area. We

continue to work closely with the MNR and local community leaders to fund and develop strategic, impactful projects to benefit local agriculture,

education and infrastructure, building on our long track record of support for the over 30 villages in close proximity to our operations.

We were very pleased to see the restart of Kurdistan crude exports in September 2025 after a hiatus of two and a half years. We are now

working with the industry and government stakeholders to agree longer-term contracts at international prices which would be transformative

for the investment environment in Kurdistan, potentially leading to the restart of field development and production growth once the regional

security environment stabilises. The oil industry has generated significant economic and social benefits for Kurdistan and Iraq since its inception

in 2007 and it has been disappointing to see regional exports reduce from over 400,000 bopd prior to the ITP closure to around 208,000 bopd

in January 2026. We see the Shaikan Field, which has abundant estimated 2P reserves and significant upside from estimated 2C resources,

as a key driver for returning to disciplined growth.

As an International Oil Company, our emissions and environmental footprint are important considerations for our sustainability strategy. As we

have reported in prior years, the suspension of exports unfortunately slowed us down on our path to reduce flaring and the carbon intensity of

our operations as we were forced in 2023 to pause progress towards a Gas Management Plan. We are now assessing options for the project

as part of a broader review of the Shaikan Field Development Plan.

Finally, we continued to reinforce a strong focus on ethical conduct and compliance in 2025. We were pleased to see 100% of our employees

and contractors, including all Board Directors, complete their Code of Business Conduct training following the rollout of refreshed training. We

remain focused on maintaining high ethical standards at all levels of the organisation in 2026.

Jon Harris

Chief Executive Officer

18 March 2026

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Our sustainability strategy:

Environment

Social

Governance

Strategic priorities

§ Address climate-related risks and

opportunities

§ Monitor air quality and the local

environment

Strategic priorities

§ Workforce health and safety

§ Recruit, nurture, develop and retain

talent

§ Enhance diversity and inclusion

§ Support our local communities

§ Generate economic value for

Kurdistan

Strategic priorities

§ Robust corporate governance and

compliance

§ High standards of business ethics

Material factors

§ GHG and other emissions

§ Air quality

§ Facility impact management

§ Water management and withdrawal

§ Waste management

§ Soil and land remediation

Material factors

§ Health, safety and wellbeing

§ Learning and development

§ Diversity and inclusion

§ Local employment

§ Local supply chain purchasing and

contracting

§ Community engagement and

investment

§ Shaikan Field revenues generated for

the government

Material factors

§ Board oversight effectiveness

§ Internal controls and policies efficiency

and effectiveness

§ Risk management

§ Anti-bribery and corruption initiatives

§ Code of Business Conduct

compliance

Key current targets

§ Minimise our impact on the

environment

Key current targets

§ Zero harm to staff, contractors and

local communities

Key current targets

§ Effective governance and compliance

§ Annual workforce compliance with

Code of Business Conduct

SDG

(1)

alignment

SDG

(1)

alignment

SDG

(1)

alignment

(1) The UN’s Sustainable Development Goals.

Material ESG factors matrix

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H. Human rights

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J. Community investment

K. Economic value generated

Social

D. Process safety

E. Occupational health

F. Employee training

and development

G. Diversity

Governance

L. Business ethics and

anti-corruption

M. Effective governance

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

ESG materiality

We have conducted a materiality assessment to identify the ESG risk factors that are most relevant to Gulf Keystone and its stakeholders. The

process involved identifying relevant risk factors for the Company based on Gulf Keystone’s operations and with reference to the Sustainability

Accounting Standards Board’s risk matrix and risk factors reported by relevant peer companies. This universe was refined and ranked based

on the views of internal and external stakeholders, including the Company’s shareholders, employees, local communities and host government,

the Kurdistan Regional Government. The outcomes of this process and the key material ESG factors identified can be found in the ‘Material

ESG factors matrix’ on page 30.

We review the material factors and their importance on an annual basis and update the matrix if required. No updates were made in 2025.

Climate change/gas flaring, environmental management, process safety, community engagement and investment, economic value generated,

and business ethics and corruption continue to be viewed by the Company and its stakeholders as the most important risk factors.

The material risk factors inform the ESG metrics that we disclose in this report. The metrics draw on a variety of recognised reporting standards

and frameworks for sustainability information disclosure, including the Task Force on Climate-related Financial Disclosures (“TCFD”)

recommendations, Streamlined Energy and Carbon Reporting (“SECR”), SASB, International Petroleum Industry Environmental Conservation

Association (“IPIECA”) and the GHG Protocol. Between 2022 and 2024, the Company’s reported GHG emissions were independently verified

by a third-party organisation, according to the ISO 14064-3:2019 standard.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Environment

Our focus

We recognise the need to develop and produce from the Shaikan Field in a way that minimises our impact on the local environment and

addresses climate-related risks and opportunities. In the near term, this means monitoring our emissions footprint and air quality around our

operations, managing the impact of our facilities on the local environment and maintaining compliance with TCFD recommendations for our

reporting. In the longer term, our ambition remains to reduce routine flaring and emissions intensity, primarily through implementing a potential

Gas Management Plan (“GMP”), which is currently under review.

SDG

(1)

alignment

Sustainable cities and communities

By monitoring local air quality and managing our water and waste, we are focused on minimising the impact of our

activities on the communities that surround our operations (see page 36 for further detail).

Climate action

Our ambition remains to reduce routine flaring and the carbon intensity of our operations, primarily through a potential

Gas Management Plan (see pages 51 and 52 for further detail).

Life on land

Through our robust facilities impact management programme, we ensure that any land we operate on is carefully

assessed via detailed environmental and social impact assessments to protect and preserve life on land (see page 36

for further detail).

(1) The UN’s Sustainable Development Goals.

Target

Minimise our impact on the environment.

Key performance highlights

Material factor

Indicator

Unit

2023

2024

2025

GHG emissions

(1)

Total scope 1 emissions

ktCO

365

647

710

Scope 1 emissions – Flaring

ktCO

306

560

621

Scope 1 emissions – Venting

ktCO

Scope 1 – Fugitive

ktCO

Scope 1 – Combustion of petrol and diesel

ktCO

Scope 1 – Combustion of fuel gas

ktCO

Total CH

emissions

(2)

ktCO

Total scope 1 emissions intensity

kgCO

e per barrel

57.1

54.5

58.5

Total scope 3 emissions

ktCO

3,219

5,949

6,020

Other emissions

(1)

Total SO

emissions

ktSO

Energy consumption

(1),(3)

Total energy consumption

kWh

1,514,197

1,806,085

1,687,599

kWh

50,052

26,260

21,174

Kurdistan Region of Iraq

kWh

1,464,145

1,779,824

1,666,425

Water management

(1)

Total water withdrawn

74,799

51,131

57,676

Waste management

Recycled solid non-hazardous waste

% of total waste

100

Recycled solid hazardous waste

% of total waste

Recycled liquid non-hazardous waste

% of total waste

100

Recycled liquid hazardous waste

% of total waste

100

Loss of containment

Total number

Incidents

Total volume

Litres

502

585

60,808

References

(1) All GHG emissions, other emissions, energy consumption and water management metrics based on GKP’s 80% working interest in the Shaikan Production

Sharing Contract.

(2) Methane emissions are also included in scope 1 – Flaring, Venting and Fugitive; 2024 emissions figure corrected versus prior reporting.

(3) Calculated in line with Streamlined Energy and Carbon Reporting (“SECR”).

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Monitoring our emissions performance

We monitor our emissions footprint and report scope 1 and scope 3 emissions on an annual basis using the equity share approach. Scope 2

emissions are not relevant as emissions from the Company’s power generators are reported as part of scope 1.

Scope 1 emissions

The Company’s scope 1 emissions are primarily related to the flaring of associated gas that accompanies production. Higher production and/or

increased flaring, driven by higher gas-oil ratios, typically drives higher scope 1 emissions (and vice versa).

In 2025, scope 1 emissions were 710 ktCO

e, an increase relative to the previous year (2024: 647 ktCO

e). The movement was driven by the

increase in production in the year (see the ‘Chief Executive Officer’s review’ on page 8 for full details) and the increase in scope 1 emissions

intensity primarily reflecting higher gas-oil ratios from certain wells.

2025 vs 2024 change in scope 1 emissions by production and intensity

2025 vs 2024 change in scope 1 emissions by type

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Scope 3 emissions

Scope 3 emissions are indirect emissions that occur in our value chain. As an energy company, categories 10 and 11 are the most material,

as most oil and gas emissions are generated from the processing or use of sold products. Categories 13-15, related to downstream leased

assets, franchises and financial investments, are not relevant to the Company and not reported. Total scope 3 emissions and categories 1-12

are outlined below.

2025 scope 3 emissions of 6,021 ktCO

e were 1% higher versus the prior year, broadly in line with the annual increase in production.

Scope 3 emissions, categories 1-12

Cat

Category

Note

2023 (ktCO

2024 (ktCO

2025 (ktCO

Purchased goods and services

Relevant, reported

Capital goods

Relevant, reported

Fuel and energy

Relevant, reported

Upstream transportation and distribution

Relevant, reported

Waste generated in operations

Relevant, reported

Business travel

Relevant, reported

Employee commuting

Relevant, reported

Upstream leased assets

Relevant, reported

Downstream transportation and distribution

Relevant, reported

Processing of sold products

Relevant, reported

372

694

699

Use of sold products

Relevant, reported

2,780

5,186

5,221

End-of-life treatment of sold products

Relevant, reported

Total scope 3

3,219

5,949

6,021

Decarbonisation opportunities

Our long-standing ambition remains to reduce routine flaring and the carbon intensity of our operations through the implementation of a Gas

Management Plan (“GMP”). In 2023, we had made significant progress in advancing the project towards sanction as part of the Field

Development Plan agreed with the MNR at the time. However, following the closure of the Iraq-Türkiye Pipeline (“ITP”) and suspension of

Kurdistan crude exports in March of that year, we were forced to pause all development activity, including the GMP. Following the recent restart

of exports, we have commenced a review of options for the project.

Further information regarding the Gas Management Plan can be found in the Strategy section of our TCFD report on pages 51 to 52.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Monitoring air quality

We maintain a robust air quality monitoring programme across the Shaikan Field. We monitor air quality in a variety of ways, including stationary

field monitoring, diffusion tubes, handheld Photo-ionisation Detectors (“PIDs”) and gas surveys. Air quality data is reported to Kurdistan’s

Ministry of Natural Resources on an ongoing basis and the Company is focused on maintaining compliance with Kurdish regulatory limits.

1. Stationary field monitoring

We monitor air quality around our operations using Oizom’s ‘Polludrone’ system. The system consists of five monitoring stations which have

been installed in strategic locations in the Shaikan Field around PF-1, PF-2 and local villages close to the production facilities. The system

provides real-time data regarding multiple ambient parameters, including PM

, PM

2.5

, PM

, CO, CO

, SO

, NO

, O

and H

S, along with ambient

noise, light, UV, temperature and humidity.

Air quality monitoring station

2. Diffusion tubes

We deploy diffusion tubes at PF-1, PF-2, well sites and several villages located close to our production facilities. Tubes are deployed for around

a month at a time and measure SO

, NO

, O

, H

S and VOC, as well as BTEX (Benzene, Toluene, Ethylbenzene and Xylene) at both production

facilities.

Diffusion tubes

3. Handheld Photo

ionisation Detector (“PID”)

GKP uses handheld PIDs to monitor photo-ionisation which can detect more than 400 gaseous pollutants in the air. This enables us to put in

place actions to identify, prioritise and target specific pollutants should they occur.

4. Gas surveys

From time to time we conduct gas surveys of the Shaikan Field to identify any natural gas seeps at surface level and provide insights into the

underlying geology.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Minimising our impact on the local environment

Facility impact management

We undertake detailed facility impact management studies prior to commencing any site work by conducting environmental and social impact

assessments (“ESIAs”). Specific measures to minimise the impact of Gulf Keystone facilities on the environment include:

§ effective site selection: including safe location of well pads, clear access roads and flowlines as far as possible away from environmentally

sensitive targets, such as human habitations and places of ecological and cultural significance. GKP maximises the use of existing field

infrastructure and conducts detailed studies for site selection;

§ adequate waste management: with a strong focus on waste reduction, reuse and recycling;

§ implementing civil engineering designs that prevent or minimise any impacts on natural hydrology, drainage systems and erosion patterns;

maximising the use and reuse of local fill material from the area of land disturbance; ensuring potentially hazardous materials are

contained on site (including drainage systems that capture contaminated run-off from accidental spills and leaks) and enhancing future

site restoration plans;

§ efficient equipment specification, maintenance and operational control: to prioritise equipment that is fuel efficient, well maintained, and

controlling operations to mitigate environmental impacts;

§ clear operational management control: to ensure the right documentation is in place to deliver operational activity in line with a given

project’s environment, social and safety objectives; ensuring the requirements of GKP’s health and safety and environmental management

systems are met; and ensuring the recommendations of the development environmental management plan are adhered to; and

§ preparedness for unplanned events: to embed effective emergency response and contingency plans, that are resourced and rehearsed

to mitigate any unforeseen events that could have a significant environmental or social impact.

Soil remediation

We aim to avoid any instances of contaminated soil, surface water and groundwater resulting from our operations, in particular drilling, to

prevent any risks to public health and safety or our impact on the environment. As part of our standard procedure, all waste drilling cuttings

and fluids are managed in line with Kurdistan legislation and international standards. We also ensure that any pits that are excavated next to

well pads to hold drilling fluid are remediated after any drilling operations are completed.

In 2025, we explored a novel approach to recycling drilling cuttings from a well drilled prior to the ITP closure in March 2023 by converting

them into bricks. The initial pilot was successful and we will consider using the method on a larger scale following the potential drilling of future

wells.

Waste management

Gulf Keystone maintains high standards of waste management in the Shaikan Field and our offices. We sort our waste into four categories:

§ liquid hazardous waste: includes waste crude oil, contaminated water and drilling fluids;

§ liquid non-hazardous waste: includes uncontaminated water and cooking oil;

§ solid hazardous waste: includes drilling cuttings, metal containers, chemicals and medical waste, only some of which can be recycled;

and

§ solid non-hazardous waste: includes food waste, packaging, glass and metals.

All waste generated by GKP’s operations is separated on site. Waste that can be recycled or reused is then transported to specialist recycling

companies. All our waste management suppliers are approved by the Ministry of Natural Resources.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

100% of our solid non-hazardous waste was recycled in 2025. 32% of our solid hazardous waste was recycled, an increase relative to the prior

year (2024: 23%) reflecting a full year of services provided by a new recycling facility. 100% of our liquid hazardous and non-hazardous waste

was recycled in 2025.

Water management

With our operations situated in a region that is prone to drought, having a strong water and wastewater management process in place is a key

consideration – not only for our own business but for our land and local communities. The majority of our water use, measured as water

withdrawn, is associated with our drilling activities. The remainder primarily reflects drinking water, hygiene and food preparation uses at our

production facilities. 2025 water withdrawn was 57,676m

, a 13% increase on 2024, primarily reflecting increased well workover and well

services activity.

Wastewater management

Our sewage wastewater is continuously treated in sewage treatment units, with samples taken from the inlet and outlet streams to ensure the

units are operating efficiently and that the quality of the effluent meets World Health Organization (“WHO”) guidelines. Any wastewater from

drilling activities with oil traces is collected and transported via vacuum trucks to an MNR-approved refinery that specialises in recycling oil and

lubricants of different grades from waste containing oil and/or hydrocarbons.

Loss of containment

In 2025, we were disappointed to experience a material loss of containment following the rupture of a flowline. We moved quickly to clean up

the leak and remediate the surrounding area utilising a variety of heavy machinery as well as a large team of GKP and contractor personnel.

We also carried out a detailed investigation which found that the rupture was an isolated incident related to the installation of the flowline, not

from systemic degradation or material fatigue. We have identified improvements for future flowline installation and executed a detailed action

plan to further enhance our processes for preventing future spills.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Social

Our focus

Our contribution to Kurdistan’s social and economic development is critical to our licence to operate and our long-term future success. We

remain committed to creating significant local economic value by employing and developing local people, supporting local suppliers and

generating revenues for our host government from the Shaikan Field. We regularly engage with and invest in our local communities, as we

continue to strengthen the relationships we have built over 18 years working in Kurdistan. We also continue to focus on making GKP a great

place to work, embedding a culture underpinned by our corporate values.

SDG alignment

(1)

Quality education

We are committed to developing the technical skills of our people, many of whom are local Kurds (see page 42).

Projects focused on education and skills development are also a key focus of our local community engagement

programme (see pages 44 and 45 for further detail).

Gender equality

We are focused on increasing the number of women who work for GKP and empowering female leaders through our

Global Women’s Network (see page 42 for further detail).

Decent work and economic growth

We promote a safe and secure working environment for all employees and contractors. We also have a track record

of generating economic value for Kurdistan, creating local jobs and developing our people, supporting regional

suppliers and generating revenues for the region through production from the Shaikan Field (see page 43 for further

detail).

(1) The UN’s Sustainable Development Goals.

Target

Zero harm to staff, contractors and local communities

Key performance highlights

Material factor

Metric

Unit

2023

2024

2025

Health, safety and

wellbeing

Total Recordable Incident Rate (“TRIR”)

Incidents per

million man-

hours

1.09

0.54

Lost Time Incident Rate (“LTIR”)

Incidents per

million man-

hours

0.54

Gender diversity

Proportion of female staff in workforce

(as at 31 December)

Proportion of female staff in Kurdistan

(as at 31 December)

Proportion of female staff in UK

(as at 31 December)

Generating economic

value in Kurdistan

Proportion of local staff in workforce

(as at 31 December)

Local supplier purchasing and contracting

(80% WI)

(1)

Proportion of total purchasing and contracting

with local suppliers

(1)

Payments to host government

(2)

(80% WI)

143

175

250

Local community

projects

Total value of contributions to local

communities (80% WI)

7,500

219,200

254,000

References

(1) 2023 and 2024 figures updated following an update to the Company’s internal calculation of purchasing and contracting.

(2) See the Report on Payments to Governments for 2025 on page 157 for full disclosure.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Health, safety and wellbeing

The health, safety and wellbeing of our workforce and local communities is a priority. Safety is one of GKP’s six core values and integrated

across all organisational levels and operational activities. We believe that no job is so urgent or important that it cannot be done safely, which

is why we are committed to zero harm across all our business activities.

Health, safety and environment

Health, safety and environment (“HSE”) governance is a core responsibility for our executive team. Led by our Chief Executive Officer (“CEO”),

the Board oversees our HSE strategy and receives regular updates on our performance via the Safety and Sustainability Committee. The

Executive Committee addresses health and safety via ongoing operational meetings which include senior management meetings.

Our Chief Operating Officer (“COO”) holds regular health, safety and sustainability meetings with GKP’s Senior HSE and Sustainability Manager

and the broader team to ensure that our HSE Improvement Plan, HSE-related metrics and daily actions are appropriately addressed. This

includes upholding the principles and expectations outlined in Gulf Keystone’s Health, Safety, Security, Environment and Community Policy

and our Code of Business Conduct.

HSE Improvement Plan

Our annual HSE Improvement Plan outlines GKP’s roadmap for improving HSE performance and measuring HSE metrics throughout the year.

The annual HSE Improvement Plan is put forward by our COO to the Executive Committee at the start of the year for approval and is endorsed

by the Safety and Sustainability Committee before being rolled out.

2025 independent safety audit

As part of the 2025 plan, we commissioned a safety audit of our operations carried out by an international independent contractor, dss+. The

focus of the audit was on benchmarking our HSE management practices against the wider industry, analysing our contractor management and

testing our approach to H

S management.

As part of the audit, dss+ reviewed over 300 documents, visited eight different working locations in the Shaikan Field and at our offices, and

carried out in-depth engagement with our staff and contractors, including over 300 surveys and multiple meetings and interviews. The findings

of the audit were positive overall, identifying GKP as a strong performer in safety across a number of standards, including leadership and

accountability; communication and consultation; wells, drilling and production operations; and contractor management, among others. A

number of improvements were also identified to further enhance the Company’s approach to safety.

Safety audit in statistics

Safety audit focus group meetings

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

GKP Life Saving Rules

Embedded into our approach to safety are Gulf Keystone’s Life Saving Rules. These are based on the International Association of Oil & Gas

Producers’ Life Saving Rules and provide our staff and contractors with practical life-saving guidance required in the field. The nine Core Rules

and 11 Supplementary Rules are regularly discussed and reinforced at safety briefings, highlighted in various places around our facilities and

are reviewed on an ongoing basis to ensure they remain front-of-mind for all our staff.

2025 health and safety performance

Zero Lost Time Incidents (“LTIs”) were recorded in 2025, with one minor recordable incident in January 2025. We were delighted to extend our

LTI-free track record to over three years on 14 January 2026, while more than 1,150 LTI-free days have been recorded as at 17 March 2026.

2025 rolling LTIR and TRIR – GKP vs KRI benchmark

Emergency response planning

We have tiered emergency response plans in place on our sites, which are regularly tested through a combination of drills and response

exercises covering different operational and security-related scenarios.

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/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Our people

The GKP team consists of almost 400 staff and contractors in Kurdistan and the UK. To support them, we are focused on fostering a safe,

diverse and inclusive working environment, underpinned by our purpose, values and Code of Business Conduct, that enables our people to

thrive and develop their careers. We are also deeply committed to enhancing employment opportunities for local people in Kurdistan and we

place a strong emphasis on hiring directly from our local communities in the Shaikan Field.

Our purpose and values

As a purpose-driven business, GKP exists to develop natural resources for the benefit of all stakeholders by delivering social and economic

benefits by working safely and sustainably with integrity and respect.

Our culture is underpinned by six core values which provide the building blocks for how we operate and get things done as a team. It is by

embodying these values that we can deliver our purpose and meet our strategic objectives.

To ensure we live these values every day, we hold regular meetings, briefing sessions and town hall sessions, as well as carrying out regular

employee surveys, to give our people the opportunity to share their views, listen to our progress and understand our shared direction.

GKP’s values

Safety

Safety comes first. No job is so urgent or important that it cannot be done safely.

Social responsibility

We are committed to meeting high standards of corporate citizenship by protecting the wellbeing of

our employees, by safeguarding the environment and by creating a long-standing, positive impact on

the communities where we do business.

Trust through open

communication

We understand the importance of listening and open communication with employees, our business

partners, stakeholders and shareholders – our success depends on everyone. We encourage an

environment of open and continuous communication and build our relationships on trust.

Innovation and

excellence

We are committed to a high-performance culture and to ensure sustained long-term value for not only

our external stakeholders but also our employees through learning, mentoring and career

development.

Integrity and respect

Doing the right thing. We are always guided by the highest standards of ethical conduct, integrity and

fairness. Respect is: ensuring diversity and equal opportunities in the business with our partners,

stakeholders and contractors, and seeking to conduct our business openly and to mutual benefit of

all.

Teamwork

Positive and constructive collaboration and relationships between all employees is vital to deliver

outstanding performance in everything we do.

Employee engagement

We hold regular town hall meetings providing updates to staff in London, Erbil and the Shaikan Field in English and Kurdish. We encourage

feedback through an anonymous Q&A function and by conducting broader employee surveys on sentiment and specific topics (see case study

below). We also publish news and drive engagement through an internal intranet system.

Case study: Pulse surveys

At the beginning of 2025, we requested feedback from our teams in the Shaikan Field, Erbil and London to a range of questions looking at our

approach to four focus areas: internal communications; ethics and compliance; wellbeing; and diversity, equality and inclusion. We received

hundreds of responses and ideas which formed the basis of an action plan that was implemented throughout the year. In a follow-up

engagement survey, average responses from across the organisation suggested broad improvement across all areas.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Retention and development

We believe developing and empowering our staff is key to retention. In 2025, we were pleased to promote, for the first time, three local

employees in back-to-back positions for the PF-1 manager role. We also hosted a number of leadership, industry and English language training

programmes for our staff, including a two-day leadership training course specifically for women organised by our Global Women’s Network

(“GWN”). We also provided technical training courses delivered by various departments, including surface operations, development, finance

and IT. Over 1,600 assessments were carried out as part of the Company’s Competency Based Framework.

GWN leadership training course

Diversity and inclusion

We seek to create a strong culture in which the principles of diversity and inclusion are promoted across the business. As detailed in our

Diversity and Equal Opportunities Policy, we treat all people fairly, equally and without prejudice irrespective of their gender, sex, age, race,

disability, sexual orientation or any other attributes.

We work hard to build an inclusive culture that creates a strong sense of belonging and purpose. We believe our individual differences and

unique cultural perspectives add value to our expertise and enable us to find innovative solutions to solve challenges. As at 31 December 2025,

our workforce was comprised of 24 different nationalities.

We also recognise that we operate in an industry with low rates of female participation. As a result, we make a concerted effort to attract and

retain female talent, improve the balance of our workforce and to create opportunities for the development and promotion of women into senior

leadership roles. GKP’s Global Women’s Network focuses on driving professional development and advocacy for women across the

organisation. In 2025, the proportion of women in our workforce was 14%, a slight decrease relative to the prior year (2024: 15%).

Case study: Kurdish cultural awareness training

In 2025, we hosted two training sessions on Kurdish culture, designed specifically for expatriates within GKP to foster a deeper understanding

of all aspects of Kurdish culture, in particular in the Kurdistan Region of Iraq. The sessions were led by Biza Barzo, a senior policy consultant

and community leader widely recognised for her impactful work in community building and bridging, research and policy reforms.

The discussions covered a wide range of topics, including: the historical background and geopolitical division of Kurdistan; the Kurdish language

and its dialects; ethnic and cultural diversity within the region; social norms and cultural values; and business etiquette and professional

customs in Kurdistan.

Screenshot from training session

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

GKP’s economic and social contribution to Kurdistan

Since our entry into Kurdistan in 2007, GKP has created significant economic value for the region. To date, the Company has invested with its

partners over $3 billion gross in the exploration, development and production of crude oil, $2 billion of which has been spent in the Shaikan

Field and over $1 billion across three other licences which have since been relinquished. GKP and other International Oil Companies (“IOCs”)

have funded all at-risk capital to develop the region’s industry, which has been enabled by the mutually beneficial risk and reward structure of

our Production Sharing Contract.

We are committed to the employment of local people, who in 2025 accounted for 82% of our total workforce in Kurdistan. We also direct a

significant amount of expenditure every year to local suppliers, who accounted for 50% of our purchasing and contracting in 2025. Local

supplier purchasing and contracting has been steadily increasing over the past three years.

GKP’s investment, as well as the size of the Shaikan Field and its track record of profitable production growth, has made the Company a key

participant in the rapid development of the Kurdistan oil industry. The Shaikan Field alone has generated over $1.4 billion of revenues for the

government in the last five years.

Looking ahead, there is significant potential economic value to be unlocked for both Kurdistan and Iraq following the restart of Kurdistan crude

exports in September 2025. The establishment of long-term exports agreements at international prices, which the Company is hopeful of

achieving in 2026, would be transformative for the investment environment and would support a return to development across the industry.

The Shaikan Field, which contributed around 20% of Kurdistan’s total crude exports of around 208,000 bopd in January 2026, has an estimated

2P reserves life of around 27 years based on 2025 production and estimated year end 2025 reserves, indicating the opportunity for significant

growth and value creation for Kurdistan and Iraq’s economy.

Cumulative gross investment in Kurdistan oil licences

since 2007 ($bn)

(1)

Cumulative Shaikan Field revenues for the government

(2021-2025)

(3)

(1) Cumulative costs incurred by GKP and partners as at 31 December

2025.

(2) Licences since relinquished.

(3) Based on ‘Payments to host government’ data.

Proportion of GKP purchasing and contracting

with local suppliers (2023-2025)

GKP workforce local staff (2021-2025)

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/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Local community engagement

Our relationships with local communities are critical to our licence to operate. There are over 30 villages in the Shaikan area close to our

operations; by listening and responding to their needs and by supporting valuable community initiatives, we have been able to make a

lasting impact.

Map: Shaikan Field villages

We work in close collaboration with our local communities to identify programmes that promote economic growth, social development and

shared prosperity. Our community focus is split into three core areas. Firstly, we support regional agriculture – the second largest sector of

Kurdistan’s economy after oil and gas. Secondly, we support local education and enterprise projects. And thirdly, we support Good Neighbour

projects that provide vital community infrastructure, such as power and water, and protect public health and safety.

GKP’s total investment in community projects in 2025 amounted to c.$254,000, an increase relative to the prior year (2024: $219,200). A

summary of our 2025 contributions is provided below.

Local farmer support (Agriculture)

§ Provided additional support for local beekeepers through the provision of beehives and training

§ Distributed an additional 4,500 olive trees to local farmers across 16 villages

§ Provided two dip pools to two villages, which support farmers to eliminate external parasites affecting their livestock

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/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Literacy courses (Education)

§ Organised Kurdish literacy courses for over 150 local people

Community infrastructure (Good Neighbour)

§ Funded and built a solar-powered water well to support a local village

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Governance

Our focus

Outstanding governance, ethical conduct and compliance are the foundation of GKP’s business and underpin our purpose as a responsible

energy company. We have taken significant steps to establish robust oversight and management of our sustainability strategy and climate-

related risks and opportunities. We also continue to embed a focus on ethical conduct and compliance at all levels of the organisation.

SDG

(1)

alignment

Peace, justice and strong institutions

We operate a zero-tolerance approach to bribery and corruption and maintain transparent relationships free from

corruption with our host government, suppliers, contractors and local communities.

(1) The UN’s Sustainable Development Goals.

Targets

Effective governance and compliance

Annual workforce compliance with Code of Business Conduct

Key performance highlights

(All dates as at 31 December of each year)

Material factor

Metric

Unit

2023

2024

2025

Board

oversight

Proportion of independent Directors on Board

(1)

57%

Proportion of independent Directors on Nomination

Committee

100%

75%

Proportion of independent Directors on Audit and Risk

Committee

100%

Proportion of independent Directors on Remuneration

Committee

100%

Proportion of female Directors on Board

29%

43%

Director Board meeting attendance

100%

(1) Includes independent Non-Executive Chair.

Board and management oversight of GKP’s sustainability strategy

GKP’s Board meets regularly to consider and discuss the Company’s strategy, policies, major capital expenditure and all aspects of the

Company’s activities and business operations. This includes active involvement and ultimate accountability for matters relating to safety,

sustainability and climate change through oversight of GKP’s sustainability strategy.

The Safety and Sustainability Committee has primary responsibility for ensuring appropriate systems are in place to manage health, safety,

security and environmental risks, including climate-related risks and opportunities, as well as implementing and monitoring appropriate safety

and sustainability-related governance processes across the Company. This includes the development of relevant KPIs and making

recommendations for improvement where appropriate. The Safety and Sustainability Committee met four times in 2025 and reported all matters

discussed into the Board.

All significant decisions affecting sustainability matters and climate-related risks and opportunities are considered by the Board upon the

recommendations of the Safety and Sustainability Committee.

Gulf Keystone’s Chief Operating Officer (“COO”) is executive sponsor for sustainability and climate-related risks and opportunities and has an

open and regular dialogue with the Safety and Sustainability Committee. He is supported by the HSE and Sustainability team, headed up by

Gulf Keystone’s Senior HSE and Sustainability Manager. The COO, Safety and Sustainability team and other members of the Executive

Committee and senior management team are part of the Sustainability Panel, which has the mandate of facilitating the execution of GKP’s

sustainability strategy.

Further information on the Board’s role and responsibilities, as well as the oversight and management of climate-related risks and opportunities

in the organisation, can be found in the Corporate governance report on pages 75 to 87 and in our TCFD report on pages 48 to 55.

Ethics and compliance

We are committed to operating as a responsible business that upholds the highest standards of ethics and compliance wherever and however

we operate. Failure to do so could put our licence to operate at risk and result in significant legal and financial losses.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Anti-bribery and corruption

We operate a zero-tolerance approach to bribery and corruption. It is essential that the Company maintains transparent relationships free from

corruption with our host government, suppliers, contractors and local communities. This protects our reputation and our licence to operate, as

well as the ability to access funding and operate effectively. To monitor our activity, we operate an independent whistleblowing service in the

event any employee wishes to raise a concern, either online or over the phone, anonymously and without fear of reprimand.

Code of Business Conduct

To reinforce our commitment to ethics, GKP’s Code of Business Conduct (“COBC”) contains an overview of our policies and procedures relating

to anti-bribery and corruption, conflicts of interest, competition and anti-trust, data and information security, diversity, harassment, human rights,

modern slavery and HSE. All GKP staff receive mandatory annual training on the COBC at the beginning of each year, following which they

are required to sign a certificate, confirming their compliance for the past and coming year. 100% of GKP’s workforce completed the Code of

Business Conduct certification process in 2025.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Task Force on Climate-related Financial Disclosures (“TCFD”) report

Gulf Keystone’s climate-related financial disclosures made in the 2025 annual report are fully compliant with all 11 of the TCFD’s recommended

disclosures described in ‘Implementing the Recommendations of the Task Force on Climate-related Financial Disclosures’ published in October

2021, in line with the Financial Conduct Authority’s UKLR 6.6.8 requirement. The Company’s disclosures are also compliant with the TCFD’s

additional recommendations for the oil and gas industry outlined in the same publication mentioned above, including reporting of scope 1

emissions by source, presented on page 32 of the Sustainability report.

TCFD Pillar 1 – Governance

GKP’s Board is responsible for the Company’s sustainability strategy and governance, and its focus on addressing climate-related risks and

opportunities. The Board is supported, as appropriate, by its Board Committees.

The broader workforce and organisation are empowered to support the sustainability strategy through regular engagement. GKP’s

Sustainability Champions initiative brings together representatives from across the organisation to support GKP’s sustainability strategy,

including addressing climate-related risks and opportunities, while the Sustainability Academy provides teach-ins on a wide range of

sustainability and climate-related issues. The Sustainability Panel brings together senior management from across the organisation and feeds

directly into the Board’s Safety and Sustainability Committee.

Board and Board Committees

Board of Directors

Technical Committe e

Audit and Risk

Committee

Safety and Sustainability

Committee

Nomination Committee

Remuneration

Committee

Management

Executive Committee

Chief Operating Officer

Sustainability strategy sponsor

Sustainability Panel

Safety and Sustainability

team

Other relevant senior management

Workforce

Sustainability Champions and Sustainability Academy

Business departments

a) Describe the Board’s oversight of climate-related risks and opportunities

The Board

The Board carries out robust assessments of GKP’s principal and emerging risks, including those related to climate change, as captured within

the risk taxonomy in the Company’s enterprise risk management (“ERM”) system, which provides drill-down visibility of sustainability and

climate-related risks. The Company’s sustainability strategy, including climate-related risks and opportunities, is the responsibility of the Board,

with specific issues and responsibilities related to the strategy delegated to the appropriate Board Committees. The Board has significant oil

and gas industry experience and expertise and continues to develop its knowledge and expertise on climate-related matters.

Further detail on the role and responsibilities of the Board is available in the Corporate governance report on pages 75 to 87.

Safety and Sustainability Committee

The Safety and Sustainability Committee is responsible for ensuring that appropriate systems and resources are in place to manage the

Company’s commitment to safety and sustainability, including the management of climate-related risks and opportunities.

Further detail on the role and responsibilities of the Safety and Sustainability Committee is available in the Safety and Sustainability Committee

report on pages 97 to 99.

Technical Committee

The Technical Committee provides support and guidance for the Shaikan Field operations and development planning and project execution

activities. Within this, it oversees GKP’s produced gas management strategy and other decarbonisation opportunities which the Company has

assessed from time to time.

Further detail on the role and responsibilities of the Technical Committee is available in the Technical Committee report on page 100.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Audit and Risk Committee

The Audit and Risk Committee is responsible for overseeing GKP’s financial reporting, risk management and control functions and the

appointment and oversight of the Company’s internal (as appropriate) and external auditor. This responsibility includes oversight of the

identification and mitigation of climate-related risks, including physical and transition risks defined by TCFD, as captured within the risk

taxonomy of the Company’s ERM system. The Committee reviews material risks captured within the Group risk taxonomy, including those

related to sustainability and climate, on an annual basis, following which a risk report is provided to the Board. The Committee also ensures

that there is appropriate disclosure on climate-related risks and opportunities within the Company’s financial reporting.

The Safety and Sustainability Committee is responsible for providing regular verbal and written updates on climate-related matters to the Audit

and Risk Committee.

Further detail on the role and responsibilities of the Audit and Risk Committee is available in the Audit and Risk Committee report on pages 91

to 96.

Remuneration Committee

The Remuneration Committee determines GKP’s Remuneration Policy for Executive Committee members, including Executive Directors, and

employees, which includes sustainability and climate-related initiatives. Further information on how the Board, upon the recommendation of

the Remuneration Committee, embeds climate-related initiatives into its Remuneration Policy can be found on page 55 of the TCFD report.

Further detail on the role and responsibilities of the Remuneration Committee is available in the Remuneration Committee report on pages 101

to 118.

b) Describe management’s role in assessing and managing climate-related risks and opportunities

Executive Committee and senior management

GKP’s Executive Committee, comprised of the CEO, CFO, Chief Operating Officer (“COO”), Chief Legal Officer and Company Secretary and

Chief HR Officer, is responsible for managing climate-related risks and opportunities on a day-to-day basis and for executing

GKP’s sustainability strategy. The CEO and CFO are Executive Directors.

The COO, John Hulme, is executive sponsor for the sustainability strategy and climate-related risks and opportunities. He reports directly to

the CEO and is responsible for updating the Safety and Sustainability Committee and the Board on the sustainability strategy and climate-

related risks and opportunities. The COO has weekly meetings with heads of departments, including the Senior HSE and Sustainability

Manager, to discuss climate-related issues and updates.

The Senior HSE and Sustainability Manager shares updates and decisions with the wider Safety and Sustainability team and reports regularly

to the Executive Committee and senior management team on sustainability and climate-related issues.

The GKP Sustainability Panel

The GKP Sustainability Panel brings together all Company managers and employees whose responsibilities include sustainability and climate-

related matters. The permanent members of the Sustainability Panel include the Executive Committee, the Safety and Sustainability team, the

Company’s Country Manager, the Head of Investor Relations and Corporate Communications, the Group Finance Director and the Group’s

Financial Planning, Performance & Risk Manager. Other senior management members and employees are invited to attend and contribute, as

appropriate.

The Panel’s mandate is to facilitate the execution of GKP’s sustainability strategy, ensuring that the Company has the necessary resources

and systems in place to oversee, manage and monitor sustainability issues, including climate-related risks and opportunities. The Sustainability

Panel meets on a quarterly basis.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

TCFD Pillar 2 – Strategy

a) Describe the climate-related risks and opportunities the organisation has identified over the short,

medium and long term

GKP assesses climate-related risks and opportunities for its business and strategy across three distinct time periods: short term, medium term

and long term. These are based on the time periods in which we would expect a potential financial impact on the Company to materialise and

are bounded by the duration of the Shaikan Field licence, which is currently expected to expire in 2043, assuming extensions permitted under

the Production Sharing Contract.

§ Short term (2026 to 2028)

§ Medium term (2029 to 2033)

§ Long term (2034 to 2043)

Given that 100% of GKP’s revenues are generated from a single oil asset, the Shaikan Field, in the Kurdistan Region of Iraq, all of GKP’s

climate-related risks and opportunities are deemed to be related to a single sector and geography.

Climate-related risks

GKP’s Board and management team have identified a number of transition and physical climate-related risks, which are captured within the

Company’s risk taxonomy in the ERM system and regularly reviewed and updated by the management team and Board.

For each risk, the Company determines the relevant time horizon(s), assesses the potential financial impact on the Company and describes

the Company’s strategic response and resilience. Risks are categorised as either transition or physical: transition risks relate to policy and

legal, market conditions, reputation and technology; physical risks can be event driven (acute) or longer-term shifts (chronic) in climate patterns.

Materiality of climate-related risks

To assess the potential financial impact and m ateriality of climate-related risks, the Company uses a risk matrix to determine expected

probability and impact, considering the key financial and non-financial metrics that could be affected. Further detail on the Company’s

identification, assessment and management of climate-related risks is available on pages 53 and 54, Pillar 3 – Risk Management.

As the operator of a single oil-producing asset, the most material risk to the Company’s strategy and valuation is the oil price. Carbon prices,

which are not currently in place in Kurdistan, could also have a material impact, if implemented. As a result, GKP believes that climate-related

risks connected to the transition to a lower-carbon economy could have a material financial impact on the Company. The qualitative assessment

of climate-related transition risks is summarised in the table on pages 50 and 51 and the Company has carried out scenario analysis on oil

price and carbon price, described on pages 52 and 53, to assess the potential impact on its strategy and valuation.

Regarding physical risks of climate change, the Company has identified potential chronic and acute risks within its risk taxonomy in the ERM

system, including extreme changes in weather patterns, extreme weather events and rising mean temperatures. However, these risks are not

currently deemed to be material to our strategy and valuation, given the design of GKP’s facilities, operational processes and focus on asset

integrity to mitigate these risks. There has been no discernible financial impact from climate-related physical risks in recent years.

The impact of climate-related risks on our supply chain is currently not considered to be material.

Climate-related transition risks

Type of risk

Potential financial impacts

Our strategic response

Transition

Market

Risk description

Decreased oil demand and oil prices

Time horizon

S M L

§ Decreased revenue from lower crude

sales

§ Decreased profitability and cash

generation from lower realised prices

§ Impairment and early retirement of

existing assets

§ Maintain low production costs to

enable profitable production at lower

realised prices

§ Develop disciplined and flexible capital

programmes that can be quickly

adapted to changing market conditions

§ Maintain a robust balance sheet and

prudent liquidity levels

Transition

Market

Risk description

Unable to secure financing due to

increasing lender focus on emissions

and climate change

Time horizon

S M L

§ Inability to fund development projects

and other capital allocation priorities

§ Proactively engage with existing and

potential shareholders and lenders

§ Monitor the Nordic Bond market,

where GKP has previously secured

debt financing

§ Explore alternative sources of

financing, including those linked to

addressing climate change and

emissions reduction

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Type of risk

Potential financial impacts

Our strategic response

Transition

Policy and legal

Risk description

Introduction of carbon pricing/taxation

Introduction of new regulations

Exposure to litigation

Time horizon

S M L

§ Decreased revenue from lower crude

sales

§ Decreased profitability and cash

generation from lower realised prices

§ Increased costs from complying with

new regulation and from litigation/fines

§ Impairment and early retirement of

existing assets

§ Implement decarbonisation projects,

principally the Gas Management Plan,

to reduce carbon emissions and

potential impact of carbon prices/taxes

§ Maintain low production costs to

enable profitable production at lower

realised prices

§ Develop flexible and disciplined capital

programmes that can be quickly

adapted to changing market conditions

§ Maintain robust balance sheet and

prudent liquidity levels

§ Monitor and comply with existing and

emerging regulation, where applicable

Transition

Technology

Risk description

Substitution of crude oil with lower-emission

products and technologies

Time horizon

M L

§ Decreased revenue and profitability

§ Impairment and early retirement of

existing assets

§ Increased expenditures

§ Implement decarbonisation projects,

principally the Gas Management Plan,

to reduce carbon emissions

§ Maintain low production costs to

enable profitable production at lower

realised prices

§ Develop flexible capital programmes

that can be quickly adapted to

changing market conditions

§ Maintain a robust balance sheet and

prudent liquidity levels

Transition

Reputation

Risk description

Negative public perception of oil and

gas industry

Time horizon

M L

§ Reduced access to talent

§ Increased hiring and employment

costs

§ Increased staff turnover rate

§ Proactively communicate GKP’s

sustainability strategy and focus on

addressing climate risk to all

stakeholders

§ Implement initiatives to attract, retain

and develop talent

§ Monitor relevant data regarding

employment trends in the UK

and Kurdistan

Key:

S = Short term M = Medium term L = Long term

Climate-related opportunities

GKP’s climate-related opportunities comprise potential decarbonisation projects to reduce the Company’s scope 1 emissions. The Company’s

primary opportunity is the Gas Management Plan, a potential project currently under review to reduce the flaring of associated gas.

The Gas Management Plan

GKP’s primary climate-related opportunity is the Gas Management Plan (“GMP”), a component of the Shaikan Field Development Plan. Prior

to the suspension of Kurdistan crude exports in March 2023, we had made significant progress in progressing the project towards sanction,

including requesting bids from potential EPC contractors and advancing discussions with a potential provider of climate-linked financing.

Following the exports suspension, we were forced to pause all expansion activity, including the GMP.

Based on the scope submitted to the Ministry of Natural Resources at the time, the GMP was envisaged to reduce routine flaring at the

Company’s production facilities by processing and reinjecting associated gas. Some of the processed gas would have also been used for

power generation at the production facilities, displacing the use of diesel. Once online, the project was expected to significantly reduce scope

1 emissions intensity.

Since the restart of exports, we have begun to review options for the project as part of a broader review of field development. We will provide

an update on next steps at the appropriate time.

The Company has identified several potential benefits from the implementation of a Gas Management Plan:

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

§ By lowering emissions, the Gas Management Plan and other decarbonisation projects would reduce the financial impact on the Company

from the potential introduction of carbon prices, thereby increasing the Company’s resilience to transition-related risks, as described in

the scenario analysis in Pillar 2c on pages 52 and 53.

§ While the Gas Management Plan and other decarbonisation projects would likely not produce any revenue, we expect their costs would

be recoverable through production under the terms of the Shaikan PSC.

§ Lower carbon intensity production could improve the sustainability credentials of the Company with its stakeholders, including investors,

lenders and employees, and could potentially broaden access to capital.

b) Describe the impact of climate-related risks and opportunities on the organisation’s businesses,

strategy and financial planning

As an energy company, we recognise the importance of incorporating climate-related risks and opportunities into our strategy and financial

planning. This includes assessing the potential impact of climate-related risks and opportunities on our production of crude oil and broader

operations, our use of global and regional supply chains and our access to and allocation of capital.

We incorporate climate-related risks and opportunities into our strategy and financial planning by:

§ assessing the potential operational and financial impact of climate-related transition and physical risks on our business and identifying

strategic responses to mitigate their impact, as described in section 2a on pages 50 to 52;

§ developing our list of climate-related opportunities that could benefit the Company, as described in section 2a on pages 51 and 52; and

§ using scenario analysis to assess both the resilience of our strategy and business to material climate-related risks and the mitigating

benefits of climate-related opportunities, primarily the Gas Management Plan, as described in section 2c on pages 52 and 53.

c) Describe the resilience of the organisation’s strategy, taking into consideration different

climate

related scenarios, including a 2°C or lower scenario

To assess the resilience of our strategy to a tra nsition to a low er-carbon economy and the climate-related transition risks identified in section

2a on pages 50 to 52, GKP has updated a scenario analysis exploring the impact on the Company’s internal base case net present value from

two scenarios published by the International Energy Agency (“IEA”) in its 2025 World Energy Outlook, both associated with a rise in global

average temperatures of less than 2°C in 2100. The scenarios include:

1. Announced Pledges Scenario (“APS”); and

2. Net Zero Emissions by 2050 (“NZE”).

The IEA scenarios reflect different potential government, industry and consumer responses to rising global demand for energy, resulting in

different trajectories for oil demand, oil prices and carbon prices, which, as the operator of a single oil-producing asset, are key determinants

for the Company’s future cash generation and value. Both scenarios cover the combined period identified by our short, medium and long-term

time horizons on page 50 (from 2026 to 2043, the end of the Shaikan licence period).

We have applied the scenario assumptions in our valuation model to test the resilience of our strategy, with the same assumptions also used

as the foundation for impairment testing, referenced on page 144.

The IEA scenarios have been chosen by the Company for their independence, high degree of acceptance in the global oil and gas industry

among corporates and investors, annual updates to forecasts and adjustment of carbon prices for emerging markets, such as Iraq. The

relevance of the IEA scenarios to the Company will continue to be assessed for future updates of the analysis.

Announced Pledges Scenario (“APS”)

The IEA did not publish an update to the APS in the 2025 World Energy Outlook edition. An update is expected in 2026. For the purposes of

this assessment, the Company has therefore used the APS from the 2024 edition. The APS assumes that governments will meet, in full and

on time, all national energy and climate targets, including longer-term net zero emissions targets and pledges in Nationally Determined

Contributions (“NDCs”). This leads to a global temperature rise of 1.7°C in 2100.

Global oil demand in the scenario is assumed to decrease from around 99 MMstb/d in 2023 to approximately 93 MMstb/d in 2030, followed by

a more than 40% decline to around 54 MMstb/d in 2050, with road transport and industry responsible for the largest reductions. Oil prices (real

2023) are expected to remain reasonably strong at $72/bbl in 2030, with declines to just under $60/bbl by 2050.

No carbon prices are assumed to be in place in the scenario until 2031, in line with the IEA’s assumptions for emerging market and developing

economies without net zero emissions pledges (which currently includes Iraq). From 2031, the scenario assumes carbon prices (real 2023)

are implemented, increasing from $1 tCO

in 2031 to $26 tCO

by the end of the Shaikan licence period, currently expected in 2043.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Net Zero Emissions by 2050 (“NZE”)

This scenario portrays a pathway for the global energy sector to reach net zero CO

emissions by 2050. In the 2025 edition, the IEA notes that

a limited overshoot pathway to 1.5°C is no longer feasible in the near term. The NZE scenario now assumes that global temperatures exceed

1.5°C for several decades, peaking at approximately 1.65°C around 2050, before gradually declining to below 1.5°C by 2100 through rapid

emissions reductions and the deployment of CO₂ removal technologies. Global oil demand in the scenario falls sharply, reaching 78 MMstb/d

in 2030 and declining further to around 23 MMstb/d in 2050, reflecting accelerated electrification and efficiency gains. Oil prices (real 2024)

are projected to fall to around $33/bbl in 2035, and $25/bbl by 2050, as demand declines and the market becomes increasingly influenced by

the operating costs of marginal producers.

Carbon prices (real 2024) are assumed under the NZE scenario for other emerging market and developing economies, with real prices ranging

between $25-$50 tCO

in 2035 to $55-$180 tCO

in 2050.

Modelling assumptions and key drivers of value

In both the Company’s base case and the IEA scenarios, present value is driven by:

§ oil price assumptions; for modelling purposes, all scenarios are based on export sales at the Brent price adjusted for crude quality and

transportation fees;

§ carbon price assumptions; the Company conservatively applies the full carbon prices in the APS and NZE scenarios, even though 1) IEA

oil prices already incorporate carbon prices and 2) it is not clear what average carbon intensity per barrel of production the IEA assumes

above which carbon prices would be applied;

§ the production profile estimated from the Shaikan Field and the timing of start-up of the GMP, which reduces emissions and lowers any

exposure to carbon prices. Both are driven by the timing of the Company’s future investment programme and implementation of the

Shaikan FDP. While we are reviewing options for the GMP, for modelling purposes we use the scope, costs and implementation schedule

of the project included in the 2022 Field Development Plan; and

§ the weighted average cost of capital used to discount future cash flows.

In the APS scenario, net present value increases by 17% versus the Company’s base case, primarily due to the more conservative oil price

deck used in our internal financial planning assumptions, offset by the introduction of carbon pricing in the IEA scenario from 2031. In the NZE

scenario, net present value declines by 50% versus our base case. This is primarily driven by the sharply lower oil price deck versus our base

case.

Value is also impacted by the introduction of carbon prices from 2027. While the GMP acts as a material mitigant against carbon prices,

assumed start-up in 2030 means full exposure between 2027-2029. However, the combination of these factors under the NZE scenario does

not lead to an impairment to the current carrying value of our assets. There has also been no indication that any plans exist for the introduction

of carbon prices in Kurdistan or Federal Iraq in the near term.

The short-term period as identified in our scenario analysis is captured under the assessment period covered by the going concern and viability

statement. The base case oil price used in these assessments up to the end of 2027 is lower than the NZE, the most conservative climate-

related scenario, and therefore we believe that any further adverse oil price due to the impact of transition to a lower-carbon economy is not

material on going concern and viability.

TCFD Pillar 3 – Risk Management

a) Describe the organisation’s processes for identifying and assessing climate-related risks

Risk identification

GKP identifies climate-related risks through a bottom-up process involving relevant heads of department and the Safety and Sustainability

team, with top-down oversight from the Executive Committee and the Board, who hold ultimate responsibility for risk management. Risks are

identified with reference to existing and emerging regulatory requirements and guidance.

In 2025, the Company completed a comprehensive review of climate-related risks as part of the implementation of its new ERM system. Agreed

risks were incorporated into the Company’s risk taxonomy and reviewed by the Executive Committee before being submitted to the Audit and

Risk Committee and the Board.

At year#end, the Company had identified nine climate-related risks. Material risks are outlined on pages 50 and 51 of Pillar 2 – Strategy.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Risk assessment

GKP manages climate-related risks through its ERM framework, with climate-related risks incorporated directly into the Company’s risk

taxonomy. This reflects the Company’s shift from maintaining a standalone Sustainability and Climate Risk Register to adopting a more

integrated and consistent approach to risk management.

Each climate-related risk is assessed using the Company’s risk matrix, which is applied consistently across all risk categories. The matrix

defines severity from ‘Lowest’ to ‘Severe’ based on probability of occurrence and potential impact. Impact is assessed across a range of

financial and non-financial dimensions, including safety, environmental damage, annual production loss, financial loss, market impact, social

impact, reputational effect and potential regulatory action. Probability is determined through consideration of past occurrences and an

assessment of potential future events.

During 2025, the Company undertook a comprehensive review of climate-related risks as part of the implementation of the ERM system. Heads

of department and senior managers completed structured assessments of each risk, which were reviewed by the Chief Financial Officer and

considered in detail by the Executive Committee before being submitted to the Audit and Risk Committee and the Board.

In line with TCFD guidance, climate-related risks are categorised as either transition or physical and are assigned an applicable time horizon.

Each risk also includes defined prevention and mitigation actions and an assigned risk owner, with oversight from the Executive Committee.

As outlined in Pillar 2 – Strategy, transition-related risks associated with the move to a lower-carbon economy could have a material financial

impact on the Company. Physical risks of climate change are not currently expected to be material to the Company’s strategy or valuation.

b) Describe the organisation’s processes for managing climate-related risks

The Company’s Executive Committee is responsible for the overall management of climate-related risks within the ERM framework.

Climate-related risks are reviewed at least twice a year by the Audit and Risk Committee and the Board, alongside the broader Group risk

profile.

Each climate-related risk is allocated a risk owner and actions are identified to either prevent or mitigate the risk, as described in the climate-

related risk tables on pages 50 and 51.

c) Describe how processes for identifying, assessing and managing climate-related risks are integrated

into the organisation’s overall risk management

The approach implemented by GKP to identify, assess and manage climate-related risks is consistent with the Company’s ERM framework

and follows the same governance arrangements applied to other business risks:

§ climate-related risks are captured within the Company’s risk taxonomy in the ERM system and assessed alongside other business risks.

Heads of department and senior managers identify and evaluate risks within their areas of responsibility;

§ the Executive Committee oversees the assessment and management of all risks across the Group. All risks, including climate-related

risks, are assigned an executive risk owner; and

§ the Audit and Risk Committee reviews all risks that have been determined as material.

Further information on the Company’s management of principal and emerging risks can be found on pages 56 to 70.

Integration of climate-related risk management into overall risk framework

Board

Board responsible for overall system of internal control and risk management

Audit and Risk Committee

Audit and Risk Committee reviews all risks, including material risks

Executive Committee

Risk registers reviewed by Executive Committee and risks assigned an executive owner

Risk taxonomy

External environment

Financial

Operational

ESG/Climate

Compliance and Legal

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

TCFD Pillar 4 – Metrics and Targets

a) Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line

with its strategy and risk management process

GKP assesses climate-related risks and opportunities using a number of metrics. These metrics, which encompass GHG and other emissions

and quantification of financial impact, are summarised as follows.

Type

Metric

Unit

Page

GHG

emissions

§ Scope 1 GHG emissions, categorised by source according

to the TCFD recommendations for oil and gas companies:

• flaring;

• venting;

• fugitive; and

• combustion of petrol, diesel and fuel gas.

§ Methane emissions (also reported under scope 1 Flaring,

Venting and Fugitive emissions)

ktCO

Page 32 Sustainability report

§ Scope 1 GHG emissions intensity

kgCO

e/bbl

Page 32 Sustainability report

§ Scope 3 GHG emissions, categories 1-12

ktCO

Page 34 Sustainability report

Financial

impact

§ Dated Brent price

$/bbl

Pages 52-53 Pillar 2 – Strategy

§ Carbon price

$/tCO

Pages 52-53 Pillar 2 – Strategy

§ Change in net present value

Pages 52-53 Pillar 2 – Strategy

The Group embeds initiatives related to climate change in its Executive Director and employee remuneration.

2025 initiatives

In 2025, the bonus plan included a KPI of 20% related to safety, sustainability and security, of which 8% was related to climate-related risks

and opportunities. The primary objective included in the KPI was to assess a project to eliminate methane emissions from the Company’s oil

storage tanks at PF-2. While the review of the project was advanced, further progress remains on hold due to current budget constraints.

2026 initiatives

In 2026, the bonus plan includes a KPI of 5% related to progressing the current review of the GMP.

Further information is available in the Remuneration Committee report on pages 101 to 118.

b) Disclose scope 1, scope 2 and, if appropriate, scope 3 greenhouse gas (“GHG”) emissions, and the

related risks

GKP discloses scope 1 and scope 3 emissions in its Sustainability report on pages 32 and 34.

c) Describe the targets used by the organisation to manage climate-related risks and opportunities and

performance against targets

The Company does not currently have targets to reduce emissions given the GMP, the primary driver of emissions reduction, remains under

review, as described on pages 51 and 52, Pillar 2. For modelling purposes, we continue to assume the GMP is implemented based on the

scope, costs and implementation schedule of the project included in the 2022 FDP, as described in the scenario analysis on pages 52 and 53

of Pillar 2 – Strategy.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Management of principal risks and uncertainties

Board

Responsible for oversight of the overall system of internal control and risk management

Audit and Risk Committee

Responsible for monitoring the

effectiveness of the Company’s risk

management framework and internal

controls

Safety and

Sustainability Committee

Ensures appropriate systems are in place

to manage health and safety, security,

environment, climate and community risks

Technical Committee

Ensures that appropriate processes are in

place to manage Shaikan operations,

development planning and project

execution risks

Remuneration Committee

Oversees the Group’s remuneration framework to ensure executive

pay and incentives are aligned with performance and governance

expectations

Nomination Committee

Reviews the Board composition and succession to ensure the

Company maintains the appropriate balance of skills and

experience

Senior management

Responsible for implementation and management of internal control and risk management systems

Risk assessment framework

The Board regularly considers the Group’s principal and emerging risks and reviews reports from the Audit and Risk, Safety and Sustainability

and Technical Committees. The Group maintains a structured, enterprise-wide approach to identifying, assessing and monitoring strategic,

sustainability and climate, commercial, financial, operational, project, cyber, information technology and operational technology risks, including

potential emerging risks. Each risk is defined with its potential impacts, the controls in place and actions to further strengthen mitigation. Risks

are assessed using the Group’s risk matrix, which evaluates materiality based on estimated impact and probability, supporting consistent

assessment across the Group.

In 2025, we advanced the phased implementation of the new enterprise risk management (“ERM”) system. The system provides a more

consistent and strategy-led approach, strengthening top-down and bottom-up assessments, improving visibility of control coverage and

supporting consolidation of the Group’s risk profile. As the rollout progresses, it is improving alignment with the Group’s principal risks and

continues to support the quality of reporting to the Board and its committees.

The Company invites specialist advisers to complete independent assessments and, as appropriate, attend meetings with the Board, its

committees and management to provide an assessment of particular risks which may affect the Company, such as climate, geopolitical, security

and cybersecurity risks, thus enabling the Company to understand and plan for the mitigation of these risks.

Risks are reviewed and challenged by senior management on a regular basis following consultation with owners of the risks and external

consultants, as appropriate.

The Audit and Risk Committee regularly reviews the status of the Group’s key risks and reviews the effectiveness of the internal control and

risk management systems to ensure risks are appropriately identified, monitored and reported to the Board and are aligned with the Group’s

strategy.

The Safety and Sustainability Committee is primarily responsible for ensuring that appropriate systems are in place to manage health, safety,

security and environmental risks, including climate-related risks, as well as corporate social responsibility.

The Technical Committee regularly reviews the Group’s principal operational risks. It supports ongoing production operations and the

Company’s Shaikan development planning and project execution activities and ensures that appropriate processes are in place to manage

project execution and subsurface risks.

The Remuneration Committee ensures that the remuneration framework supports the effective management of organisation and talent risks

by maintaining competitive, performance-aligned pay that supports the attraction and retention of key capability.

The Nomination Committee reviews the Board composition and succession to ensure the Company maintains the appropriate balance of skills

and experience to provide effective oversight of the Company’s strategic risks and leadership succession.

The Board monitors the Company’s risk management and internal control systems by means of reports from the various committees and direct

consideration of risk within the Board meeting agenda.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Principal risks

The Board has carried out a robust assessment of the principal and emerging risks facing the Group and will continue to do so on a regular

basis, including those that would threaten its business model, future performance, solvency or liquidity, recognising the Company remains

dependent on its interest in a single asset, the Shaikan Field, located in the Kurdistan Region of Iraq. The tables over the next few pages

summarise the principal risks the Group faces after considering mitigations. For each risk, the Group determines whether the level of risk,

considering severity and probability, has changed in the year. The list is not exhaustive nor in priority order and may change. If such risks

materialise, they may have a material adverse effect on the Group's business, financial condition, results of operation and prospects.

Key

Strategic priorities

Safety and sustainability

Value creation

Capital discipline and cost focus

Robust financial position

Change in year

Increased level of risk

Similar level of risk

Decreased level of risk

New risk

Operating and risk environment update

Recent developments continue to shape the Group’s operating and risk environment, as described below. The Group adapts its operations,

investment decisions, financial management and strategies for achieving long-term goals in response to evolving environmental conditions.

Regional conflict

On 28 February 2026, the Shaikan Field was shut-in as a safety precaution following the strikes by the US and Israel on Iran and the subsequent

retaliatory strikes in the Middle East, including in Kurdistan. The Company’s assets have not been impacted as at the date of this report and

measures have been taken to protect staff. The Company is ready to quickly restart production and exports with an improvement in the security

environment.

The restart of Kurdistan crude exports

Following the closure of the Iraq-Türkiye Pipeline (“ITP”) for two and a half years, the KRG, the Federal Government of Iraq and IOCs, including

the Company, signed interim agreements to enable the restart of international pipeline exports from the Shaikan Field and other oil fields in

Kurdistan on 27 September 2025. Further detail can be found on pages 16 to 18 of the ‘Our asset’ section.

Iraqi court cases concerning the validity of the KRG PSCs

In February 2022, a majority decision by the Federal Supreme Court of Iraq ruled that the Kurdistan Region of Iraq Oil and Gas Law (“KROGL”)

was unconstitutional, and the ruling provided that the Iraqi Ministry of Oil may pursue annulment of PSCs issued by the KRG. The Iraqi Ministry

of Oil subsequently issued proceedings against various IOCs, including Gulf Keystone, in the Iraqi Al Kharkh (Commercial) Court, which were

dismissed in 2025 by the Al Kharkh Court and the Cassation (Appeal) Court, following an appeal by the Ministry of Oil.

While the rulings in favour of GKP by the commercial and appeal courts, as well as the signing of a tripartite agreement with the FGI, the KRG,

Gulf Keystone and several other IOCs to enable the restart of Kurdistan exports, has decreased the risk of challenge to the validity of the

Shaikan PSC, the Iraqi Supreme Court ruling remains outstanding, and there are no defendants to the case with the legal standing to appeal.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Strategic

Export route availability

Change in year

Link to strategic priorities

Risk owner

CEO

2025/26 context

§ Exports resumed in September 2025

under interim agreements

§ Regular liftings and associated

payments have continued into early

2026 under the extended interim

agreements. Sustained payments rely

on all parties adhering to the interim

agreements and on these contracts

being extended beyond their current

expiry of 31 March 2026

§ A review by an international

independent consultant is underway to

support reconciliation to full PSC

entitlement at international prices.

There is no certainty regarding the

outcome of the reconciliation to

international prices

§ The ITP treaty expires in July 2026.

While media have reported that

Türkiye is looking to negotiate a new

agreement with the FGI, there is no

certainty on the outcome and renewal

terms are not yet defined

Risk

Potential impact

Mitigation

The Group is exposed to uncertainty

regarding the availability and continuity of

export infrastructure required to deliver

Shaikan crude to international markets. The

Group depends on third-party cross-border

pipeline systems and

government-controlled arrangements which

remain outside its control. Exports of crude

via road and trucks are not presently

permitted.

§ Loss of access to international

markets, requiring reliance on

lower-priced local sales or, in their

absence, the shut-in of production

§ Reduced operational visibility and

delayed development decisions

§ Disruption from technical,

maintenance, security or commercial

issues affecting pipeline systems

§ Prolonged periods of lower cash flow

§ Active engagement with the KRG,

Federal Government of Iraq and other

stakeholders

§ Preservation of truck loading

infrastructure and continued

assessment of domestic marketing

options

§ Prudent liquidity management and

flexible capital programmes and cost

base

§ Operational readiness to adjust

production and sales plans

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Operational

Security

Change in year

Link to strategic priorities

Risk owner

COO

2025/26 context

§ On 28 February 2026, the Shaikan

Field was shut-in as a safety

precaution following the strikes by the

US and Israel on Iran and the

subsequent retaliatory strikes in the

Middle East, including in Kurdistan

§ The Company is monitoring for an

opportunity to safely and quickly

restart production with an

improvement in the security

environment

§ In July 2025, the Group temporarily

halted production as a safety

precaution due to drone strikes on oil

fields in the vicinity of the Shaikan

Field belonging to other oil and gas

companies

Risk

Potential impact

Mitigation

The Group is exposed to security risks by

virtue of the location of its operations.

These include the threat of terrorist attack,

military action and local protests and unrest

at Gulf Keystone sites.

§ Harm to personnel or damage to

assets

§ Shut-ins of production and exports,

impacting cash flow generation

§ Increased protective costs

§ Multi-layer security model involving

internal and external forces

§ Security risk assessments and

contingency planning

§ Community engagement

§ Implementation of safety measures,

such as T-walls and duck-and-cover

facilities

§ Terrorism and p olitical viole nce

insurance

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Strategic

Political, social and economic instability

Change in year

Link to strategic priorities

Risk owner

CEO

2025/26 context

§ While the outlook is uncertain, the

deterioration in the regional security

environment since the US and Israeli

strikes on Iran on 28 February 2026

has potentially far-reaching and

damaging implications for the political,

social and economic stability of Iraq,

Kurdistan and broader region

§ The 2022 Iraqi Federal Supreme

Court ruling on the KROGL remains

outstanding, contributing to regulatory

uncertainty despite rulings from Iraqi

commercial and appeal courts

upholding PSC validity

§ The KRG has become increasingly

dependent on budget transfers from

Federal Iraq

§ Government formation processes

remain underway in both Kurdistan

and Iraq following elections in 2024

and 2025 respectively

Risk

Potential impact

Mitigation

Kurdistan and Iraq as a whole and the

neighbouring region have a history of

political, social and economic instability

which continues to represent a risk to the

Group, its operations and its personnel, as

well as the administration of the Shaikan

licence.

§ Changes in PSC contract

administration or regulatory

frameworks and associated erosion of

contractual and economic rights,

including the expropriation of the asset

§ Restrictions on production and exports

(including related to OPEC quotas)

§ Introduction of price controls and

additional taxes

§ Restrictions on currencies

§ Delays to approvals or operational

constraints

§ Heightened security risks

§ Impacts on payment cycles and

commercial certainty

§ Continuous engagement with

government stakeholders

§ Adherence to PSC obligations and

formal governance processes

§ Scenario-based planning and

monitoring of political developments

§ Integration of geopolitical insights into

business planning

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Strategic

Stakeholder misalignment

Change in year

Link to strategic priorities

Risk owner

CEO

2025/26 context

§ The Group continues to negotiate with

the MNR regarding a number of

historical outstanding Shaikan

commercial, financial and accounting

matters. These include the settlement

of the 2022-2023 exports sales

receivable; other KRG-related assets

and liabilities; and the agreement of a

formal amendment to the PSC to

reflect current invoicing terms,

outstanding since 2017

§ The Group has begun work to update

the Shaikan Field Development Plan

§ While the Company expects the

interim exports agreements to be

extended beyond their current expiry

of 31 March 2026, there is no certainty

that this will happen

Risk

Potential impact

Mitigation

The Group’s long-term strategy and plans

may not be fully aligned with all stakeholder

groups due to the diverse nature of the

stakeholders. For further detail on the

Group’s stakeholders, please refer to the

‘Stakeholder engagement’ section on

pages 25 to 28.

§ Restrictions on exports sales and

delayed payments, including the

recovery of outstanding arrears

§ Restrictions on the development and

realisation of the full potential of the

Shaikan Field

§ Negative impact on net entitlement,

profitability and cash generation from

concluding or failing to conclude

commercial negotiations with the

MNR, or from a challenge and/or audit

by the MNR of recoverable costs

§ Loss of investor confidence and a

reduction in the Company’s share

price or credit quality

§ Engagement with the KRG, Federal

Government, MNR and JV partner

focused on securing long-term

agreements for exports are in place

§ Active CSR and community

engagement

§ Strong technical governance via the

Technical Committe e ensuring

structured oversight of Shaikan

subsurface, planning and

development processes to ensure

supporting our development planning

§ Clear and timely communication with

shareholders

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Strategic

Disputes regarding title or exploration and production rights

Change in year

Link to strategic priorities

Risk owner

CEO

2025/26 context

§ The Iraqi commercial and appeal

courts ruled in favour of GKP and

upheld PSC validity, but the Federal

Supreme Court constitutional ruling

remains outstanding

Risk

Potential impact

Mitigation

Long

standing differences between the

Federal Government and the KRG

regarding authority to award PSCs pose

regulatory uncertainty.

§ Expropriation of the Shaikan PSC or

amendments to contractual terms

§ Delayed approvals or restricted

operations

§ Sector

wide uncertainty affecting

investment

§ Engagement with government

stakeholders and industry groups

§ Monitoring of legal developments with

specialist counsel

Strategic

Business conduct and anti

corruption

Change in year

Link to strategic priorities

Risk owner

Anti-Bribery Officer/Chief Legal

Officer

2025/26 context

§ Local sales ceased on 26 September

2025, meaning the Group no longer

has to conduct due diligence of buyers

in the local market

Risk

Potential impact

Mitigation

Due to the nature of the industry sector and

the region in which the Group operates, the

Group is exposed to bribery, corruption and

sanctions-related risks.

§ Revocation of licence to operate

§ Legal or financial penalties

§ Reputational damage

§ Disruption due to counterparty

misconduct

§ Extensive Group-wide Code of

Conduct, anti-bribery and

whistleblowing policies and

frameworks

§ Mandatory training and certifications

for staff and contractors

§ Enhanced due diligence for all buyers

and contractors

§ Oversight by the Anti-Bribery Officer

and, if necessary, external legal

counsel

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Strategic

Risk of economic sanctions impacting the Group

Change in year

Link to strategic priorities

Risk owner

Chief Legal Officer and

Company Secretary

2025/26 context

§ The ownership of the company which

operates and manages the Kurdistan

Export Pipeline, which transports

Shaikan Field crude to the ITP

connection point at Fishkhabour, was

restructured in 2025 to comply with

international sanctions

§ Following further sanctions introduced

in February 2026, GKP is reviewing

the ownership structure to ensure

compliance

Risk

Potential impact

Mitigation

International sanctions may restrict trading,

payments or contracting with certain

individuals and entities, in particular

Russian or Iranian companies.

§ Disruption to operations, sales and/or

payments

§ Reputational and legal exposure

§ Requirement to restructure

commercial arrangements

§ Continuous monitoring of sanctions

regimes operated by the US, UK, EU

and other countries or regions

§ Rigorous due diligence on

counterparties to include external

sanctions checks

§ Contractual protections

Strategic

Climate change

Change in year

Link to strategic priorities

Risk owner

CEO

2025/26 context

§ The Company is reviewing options for

the Gas Management Plan to reduce

flaring and scope 1 emissions intensity

over time

Risk

Potential impact

Mitigation

Climate

related transition and physical risks

may affect operations, demand and

regulatory compliance.

§ Lower long

term demand or price

realisations

§ Increased emissions

compliance costs

§ Operational disruptions from extreme

weather

§ Pressures from stakeholders and

potential climate

related litigation

§ Sustainability strategy and Board

oversight

§ Emissions monitoring and

environmental management systems

§ Flexible capital programme that can

be quickly adapted to changing market

conditions

§ Strict cost control to enable profitable

production at lower realised prices

§ Investment in asset maintenance and

reliability to protect against physical

climate risks and extend useful life

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Strategic

Organisation and talent

Change in year

Link to strategic priorities

Risk owner

Chief HR Officer

2025/26 context

§ Regional geopolitical uncertainty and

long-term energy transition dynamics

continue to influence talent attraction

Risk

Potential impact

Mitigation

The ability to attract, retain and develop key

talent is influenced by regional dynamics

and changes in the sector.

§ Capability gaps

§ Higher recruitment and replacement

costs

§ Succession challenges

§ Succession planning and development

programmes

§ Competitive reward structures

§ Engagement and wellbeing

programmes

Strategic

Cybersecurity

Change in year

Link to strategic priorities

Risk owner

CFO

2025/26 context

§ Regional geopolitical uncertainty and

increased instances of cyber-attacks

worldwide heighten the need for cyber

vigilance

Risk

Potential impact

Mitigation

Cyber threats pose risks to operational

continuity, information integrity and safety

systems.

§ Operational and IT disruptions

§ Financial loss or data compromise

§ Reputational damage

§ Managed Security Services Provider

with 24/7 monitoring

§ Integrated IT/OT cybersecurity

governance

§ Vulnerability management, red-team

testing and dark-web monitoring

§ Ongoing employee training and

awareness

§ Enrolment in UK NCSC Early Warning

Service

§ Specific cyber insurance in place

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Operational

Health, safety and environment (“HSE”) risks

Change in year

Link to strategic priorities

Risk owner

COO

2025/26 context

§ Loss of containment in 2025 related to

a flowline rupture

§ dss+ external third-party audit in 2025

identifying gaps in the Company’s

HSE management practices to be

addressed

Risk

Potential impact

Mitigation

Operational activity exposes the Group to

HSE risks including loss of containment,

H₂S exposure, process-safety incidents,

lifting operations, and well site activity risks.

§ Injury or harm to personnel

§ Loss of containment leading to

environmental impact or regulatory

action

§ Facility or equipment damage

resulting in unplanned downtime

§ Increased scrutiny from regulators and

stakeholders

§ Implementation of formal HSE

management systems and

process-safety controls

§ Routine inspections, monitoring and

competency-based training

§ Independent audits of HSE

management practices

§ Emergency response planning and

incident investigation processes

§ Committee oversight and assurance

activities

Operational

Gas flaring

Change in year

Link to strategic priorities

Risk owner

COO

2025/26 context

§ The Company is reviewing options for

the Gas Management Plan to reduce

flaring and scope 1 emissions intensity

over time

Risk

Potential impact

Mitigation

The Group currently relies on routine flaring

to dispose of associated gas. The ability to

achieve a material reduction of routine

flaring relies on the implementation of a

Gas Management Plan.

§ Introduction of financial penalties or

other sanctions for gas flaring

§ Curtailment or shut-in of production if

an industry ban is enforced by the

MNR

§ Disputes with local communities

§ Reputational damage

§ Ongoing engagement with the MNR to

ensure compliance with existing

regulations

§ Monitoring of flaring and emissions,

with any variances outside normal

levels investigated and reported to

executive management and the MNR

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Operational

Reserves

Change in year

Link to strategic priorities

Risk owner

COO

2025/26 context

§ Since the last independent third-party

reserves evaluation as at year end

2022, the Shaikan Field reserves have

been estimated on an internal basis,

given continued uncertainty regarding

the exports environment and the

timing of future field development

§ Future third-party evaluation is

expected once an updated FDP has

been agreed with the MNR and

exports sales return to international

prices based on longer-term exports

contracts

Risk

Potential impact

Mitigation

Uncertainties regarding subsurface

estimates, development execution and

timing and commercial viability may affect

reserves.

§ Lower reserves classifications

§ Value impacts from revised

assumptions

§ Estimation of reserves based on draft

Field Development Plan and the

Shaikan PSC

§ Continuous reservoir modelling and

history matching

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Operational

Field delivery risk

Change in year

Link to strategic priorities

Risk owner

COO

2025/26 context

§ Sanction in August 2025 of water

handling facilities installation at PF-2

§ While good progress has been made

on the project since sanction, the

schedule is currently under review due

to the regional security environment

Risk

Potential impact

Mitigation

Operational, subsurface and facilities

uncertainties may affect the Group’s ability

to deliver the Shaikan development plan.

Delays in sanctioning and executing

planned projects (including water

handling

and gas

management infrastructure)

increase the risk that wells underperform,

incur water/gas breakthrough, or require

shut

ins to preserve reservoir integrity.

§ Failure to achieve production targets

§ Cost overruns associated with drilling

issues, well integrity problems or

facilities constraints

§ Temporary or pro longed shut

ins of

wells producing excessive water or

gas

§ Lower long

term reserves recovery if

development is delayed

§ All material projects require technical

and financial approval, with close

monitoring of cost and schedule

progress

§ Continuous well surveillance, including

gas/oil ratio trends, pressure

monitoring and zonal testing to identify

abnormalities early

§ Reservoir modelling updated with data

from existing wells and new drilling

results to optimise well placement and

depth

§ Design of future wells incorporates

modelling to minimise early gas or

water breakthrough

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Financial

Commodity prices

Change in year

Link to strategic priorities

Risk owner

CFO

2025/26 context

§ Cash received for 2025 exports sales

following the restart of Kurdistan

exports in September 2025 have

equated to $30/bbl, with limited

sensitivity to international prices

§ The Company expects a return to

international prices, adjusted for

quality and transportation costs,

following a consultant’s review of IOC

invoices and contracts

Risk

Potential impact

Mitigation

A material decline in realised oil prices may

adversely affect the Group’s revenues,

liquidity and investment capacity.

§ Reduced profitability and free cash

flow

§ Constrained ability to fund

development activities

§ Potential impairment of the asset in

prolonged low-price environments

§ Reduced commercial reserves if lower

prices diminish economic

recoverability

§ Cash forecasts and commitments

monitored continuously, supporting

flexible expenditure phasing

§ Work programme and budget

scenarios incorporate a range of

forward oil prices to evaluate liquidity

risk

§ Cost control measures while

maintaining safe operations

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Financial

Oil revenue payment mechanism

Change in year

Link to strategic priorities

Risk owner

CFO

2025/26 context

§ Regular liftings and associated

payments for Shaikan Field crude

exports started in Q4 2025 and have

continued as expected into 2026,

although production and exports from

the Shaikan Field were suspended as

a precaution on 28 February 2026

following the strikes by the US and

Israel on Iran and the subsequent

retaliatory strikes in the Middle East,

including in Kurdistan

§ The Company and other IOCs are

reliant on payments from a nominated

trader, a large international commodity

trading firm

§ Sustained payments rely on all parties

adhering to the interim agreements

and on these contracts being

extended beyond their current expiry

of 31 March 2026

§ In advance of the expected

establishment of an escrow account,

the nominated trader has been making

direct payments to the Company and

other IOCs

§ A consultant-led review of IOC

invoices and contractual costs is

underway to support reconciliation to

full PSC entitlement, while discussions

continue regarding arrears settlement

and the longer-term payment

framework

Risk

Potential impact

Mitigation

The Group remains subject to credit risk for

exports liftings and payments.

§ Reduced liquidity and financial

flexibility if receipts are delayed or

incomplete

§ Potential deferral of operating or

development activities

§ Lower investor confidence due to

prolonged uncertainty

§ Engagement with the KRG, FGI and

the nominated trader on renewing

exports agreements, PSC entitlement,

arrears settlement and payment timing

§ Regular dialogue with other IOCs to

help establish consistent parameters

for liftings and payments

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Financial

Liquidity and funding capability

Change in year

Link to strategic priorities

Risk owner

CFO

2025/26 context

§ The Company is currently reviewing

initiatives to reduce capital

expenditures and costs following the

recent precautionary shut-in of

production and exports related to the

deterioration in the security

environment

§ The Company’s ability to return to

export sales at international prices and

to establish a payment mechanism for

outstanding receivables remain key

uncertainties

§ Liquidity management continues to be

the central financial focus due to the

dependency on resumed, predictable

receipts

Risk

Potential impact

Mitigation

The Group is exposed to liquidity and

funding risks associated with meeting

operational requirements and progressing

planned development activities.

§ Delayed reinvestment in development

projects and reduced ability to reach

plateau production without material

capital investment

§ Insufficient liquidity could restrict the

Group’s ability to meet short-term

operational requirements

§ Prolonged variability in payment timing

may reduce financial flexibility and

shareholder distributions capacity

§ Reduced capacity to absorb adverse

oil#price movements or operational

disruptions

§ Debt-free balance sheet supports

financial resilience

§ Detailed short and medium-term

liquidity forecasts reviewed regularly

by the Executive Committee and the

Board

§ Scenario-based business planning

and tightly controlled spending,

enabling rapid adjustment to payment

or price changes

§ Phased capital programme to

preserve optionality and avoid

over-commitment during uncertainty

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Viability statement

In accordance with the UK Corporate Governance Code (2024), the Directors have assessed the Group’s prospects and longer-term viability

over a 36-month period from the date of approval of this annual report. The Directors consider 36 months to be an appropriate period for this

assessment as it aligns with the Group’s planning cycle, the expected timeframe for key operational and commercial milestones, and the period

over which principal risks could reasonably be expected to influence operational activity, capital allocation and liquidity.

Approach to the assessment

The Directors’ assessment was based on cash flow projections prepared specifically for the viability analysis, reflecting the Group’s latest

operational outlook and the prevailing commercial environment. This included the precautionary shut-in of production on 28 February 2026,

which was implemented in response to the conflict in the wider Middle East region. There has been no damage to the Group’s assets, and

appropriate steps were taken to protect staff. The situation continues to be closely monitored, and operations are expected to resume once

conditions allow.

The assessment was informed by the Group’s principal risks, including export route availability, oil revenue payment mechanism, stakeholder

alignment, liquidity and funding capability, commodity prices, field delivery, reserves and broader geopolitical and security risks. These risks,

together with their potential impact on longer-term prospects, are described in the Management of principal risks and uncertainties section on

pages 56 to 70.

Base case

The base case reflects the Group’s expected operating profile for the 36-month period and incorporates:

§ continued access to the Iraq-Türkiye Pipeline (“ITP”) for export sales;

§ the continuation of interim commercial arrangements for a period, followed by transition to full PSC entitlement; and

§ a phased capital programme aligned with development priorities and prudent liquidity management.

Downside scenarios and sensitivities

The Directors considered ‘severe but plausible’ downside scenarios designed to reflect how the Group’s principal risks could combine and

materialise over the assessment period. The Directors considered a range of severe but plausible downside scenarios that reflect how

combinations of the Group’s principal risks could materialise over the 36-month period. The scenarios considered in the assessment were as

follows:

1. Extended interim commercial arrangements

Interim pricing mechanisms remain in place for longer than currently anticipated, affecting the level and timing of receipts.

Linked principal risks: revenue payment mechanism, stakeholder misalignment, liquidity and funding capability.

2. Sustained compressed realised prices

Prolonged constraints on receipts at levels seen under interim pricing arrangements for the duration of the viability period.

Linked principal risks: export route availability, revenue payment mechanism, commodity prices, liquidity and funding capability.

3. Delay to development activities

Deferral of development activity, resulting in later production additions and changes to capital phasing.

Linked principal risks: field delivery, reserves, liquidity and funding capability.

These scenarios reflect conditions that are adverse but plausible, given the current geopolitical and commercial environment, and test the

Group’s resilience to variability in export arrangements, receipts, cost recovery and operational timing.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Mitigating actions and financial resilience

While the downside scenarios did not assume additional discretionary actions, the Group retains flexible options to preserve liquidity should

adverse conditions persist. These include:

§ deferral or phasing of capital expenditure;

§ optimisation of operating costs and other expenses;

§ reprioritisation of development activities; and

§ maintaining sufficient liquidity through disciplined financial management.

This flexibility is underpinned by the Group’s debt-free balance sheet and the ability to adapt operating plans in response to receipt variability,

operational constraints or changes to export arrangements.

Governance

The viability analysis, including underlying assumptions, risk assessments and scenario outcomes, was reviewed by executive management

and the Board as part of the year-end process.

Viability assessment

Based on the assessment described above, and after considering the Group’s principal risks, operational flexibility, financial resources and the

mitigating actions available, the Directors have a reasonable expectation that the Group will be able to continue in operation and meet its

liabilities as they fall due over the 36-month assessment period.

This conclusion reflects the Directors’ judgement that the Group’s liquidity position, financial discipline and operational flexibility provide

sufficient resilience to withstand the severe but plausible downside scenarios assessed.

The Directors recognise that circumstances more severe than those considered in the severe but plausible scenarios could arise. In such

circumstances, the Group’s plans would be re-evaluated, and additional mitigating actions may be required, which could include further

adjustments to operational activity, development phasing and discretionary expenditure. The Directors also note that the continuation of export

arrangements, timing of longer-term commercial agreements and the broader geopolitical environment remain areas of inherent uncertainty

outside the Group’s control.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Board of Directors

Appointed: October 2016 (as a Non-Executive Director), September 2024 (as Chair)

Board Committee appointments: Chair of the Nomination and Technical Committees, member of

the Remuneration Committee

Skills and experience: David Thomas was appointed as an independent Non-Executive Director of

Gulf Keystone in October 2016 and became Chair of the Board in September 2024.

David is an experienced oil and gas professional with more than 40 years of experience in the industry.

He started his career as a petroleum engineer working for Conoco in the North Sea and Dubai, before

moving into various reservoir engineering and asset management roles. Subsequently, he joined

Lasmo where he became the Group GM Operations and, following the company’s acquisition, held

three regional Vice President roles with Eni covering the North Sea, Russia/Asia/Australia and West

Africa portfolios. David’s board directorships have included positions as President and Chief

Operations Officer of Centurion Energy, Chief Executive Officer of Melrose Resources and Chief

Executive Officer of Cheiron Petroleum Corporation, where he is now a Non-Executive Director.

David has a BSc in Mining Engineering from Nottingham University and an MSc in Petroleum

Engineering from Imperial College.

David Thomas

Non-Executive Chair

Appointed: January 2021

Board Committee appointments: Member of the Safety and Sustainability and Technical

Committees

Skills and experience: Jon Harris has over 35 years of experience in the oil and gas industry and

joined Gulf Keystone from SASOL Limited, an integrated energy and chemicals company based in

South Africa, where he was Executive Vice President, Upstream. Prior to this, he spent 25 years with

BG Group in various international roles, including as Executive Vice President and Technical and

General Manager Production Operations, as well as senior management assignments in the United

States, Trinidad and Tobago, and Egypt.

Jon received a Master of Engineering in Fuel and Energy (with distinction) from the University of

Leeds.

Jon Harris

Chief Executive Officer

Appointed: June 2024

Board Committee appointments: Member of the Technical Committee

Skills and experience: Gabriel Papineau-Legris joined Gulf Keystone in September 2016 and has

been Chief Financial Officer since June 2024.

Gabriel has over 15 years of experience in the energy industry. Prior to his appointment at Gulf

Keystone in September 2016, Gabriel worked in private equity at Lime Rock Partners, where he was

involved in investigating and executing E&P and oilfield services investment opportunities

internationally, as well as monitoring portfolio companies. He began his career in investment banking

at Merrill Lynch, advising oil majors, E&P companies and governments on M&A and restructuring

transactions, and capital markets financing.

Gabriel graduated from HEC Montréal (BBA) and EDHEC Business School (MSc). He is also a CFA

charter holder.

Gabriel Papineau-Legris

Chief Financial Officer

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Appointed: October 2024

Board Committee appointments: Chair of the Remuneration Committee, member of the Audit and

Risk, Nomination and Safety and Sustainability Committees

Skills and experience: Marianne Daryabegui joined Gulf Keystone as an independent Non-Executive

Director in October 2024 and was appointed Senior Independent Director in March 2025.

Marianne is an experienced capital markets adviser who has focused on oil and gas throughout her

career, firstly in-house at Total, then in the banking sector at BNP Paribas and Natixis, where she

advised multiple oil and gas companies. At Natixis, Marianne co-led the M&A Energy and Natural

Resources practice. She was also formerly Head of Natural Resources at BNP Paribas. In 2021,

Marianne was appointed as Chief Financial Officer of Lithium de France and is currently Head of

Financing, Capital Markets and M&A at the Arvene Group. Marianne is a Non-Executive Director on

the Board of EnQuest plc and was previously a Non-Executive Director on the Board of Pharos plc.

Marianne Daryabegui

Senior Independent Director

Appointed: October 2024

Board Committee appointments: Chair of the Safety and Sustainability Committee and member of

the Audit and Risk, Remuneration and Technical Committees

Skills and experience: Catherine Krajicek was appointed as an independent Non-Executive Director

in October 2024. She started her career with Conoco as an associate engineer and remained with the

company for a total of 22 years, progressing through a variety of oil and gas technical and

subsequently asset management roles in both the United States and Indonesia. In 2007, Catherine

left Conoco and joined Marathon Oil where she went on to hold a number of senior executive roles

until 2018. Catherine is currently a Non-Executive Director at Hunting plc. From July 2019 to June

2023 she served as a Non-Executive Director on the Board of Cairn Energy plc.

Catherine holds a BSc and MSc in Petroleum Engineering from the Colorado School of Mines.

Catherine Krajicek

Non-Executive Director

Appointed: July 2022

Board Committee appointments: Chair of the Audit and Risk Committee and member of the

Remuneration and Nomination Committees

Skills and experience: Wanda Mwaura was appointed as an independent Non-Executive Director in

July 2022. She has over 25 years of experience in the financial services sector with extensive

experience in both executive and non-executive roles, including audit committee membership. She is

a qualified accountant and was previously a partner at Ernst & Young Ltd (Bermuda) and the Chief

Accounting Officer at PartnerRe Ltd. Wanda is now a Non-Executive Director of International General

Insurance Holdings Ltd and Clarien Bank Limited, as well as Executive Director for the Bermuda

Public Accountability Board.

Wanda has a Bachelor of Commerce degree from Dalhousie University, Nova Scotia and is a member

of the Chartered Professional Accountants of Bermuda, where she resides.

Wanda Mwaura

Non-Executive Director

Appointed: July 2023

Board Committee appointments: Member of the Nomination Committee

Skills and experience: Julien Balkany is a non-independent Non-Executive Director representing

funds managed by Lansdowne Partners Austria GmbH in July 2023.

Julien has extensive experience as an investor and board member in the international oil and gas

industry. He is currently Managing Partner of Nanes-Balkany Partners, a group of investment funds

that focuses on the oil and gas industry, which he co-founded in 2007. Since 2014, he has been

Chairman of the Norwegian oil and gas exploration and production company Panoro Energy ASA. He

has also been Non-Executive Director of several other private and publicly listed oil and gas

companies including Norwegian Energy Company (‘Noreco’), Gasfrac Energy Services, Toreador

Resources, and Amromco Energy.

Julien began his career as an oil and gas investment banker and studied at the Institute of Political

Studies (Strasbourg) and at UC Berkeley.

Julien Balkany

Non-Executive Director

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Corporate governance report

Outstanding governance, ethical conduct and compliance are the foundation of GKP’s business and

underpin our purpose as a responsible energy company.

Dear Shareholder,

It is a fundamental tenet of our business that we operate with integrity, honesty and respect. This provides the platform for Gulf Keystone to

operate with the highest levels of governance, which we firmly believe is in the best interests of all our stakeholders. We achieve this by having

the appropriate culture, systems, policies and procedures in place. We also place the highest priority in fostering a culture of safety, governance,

sustainability, environmental, social and ethical considerations, underpinned by the Company’s core purpose and values which are regularly

communicated to all staff. The Company voluntarily complies with the UK Corporate Governance Code.

The Board encourages a transparent and open culture to ensure effective contributions from all Directors, management and the wider

workforce. Communication is key to this and we continue to maintain and enhance this through ongoing staff communication initiatives including

monthly ‘town hall’ meetings which are encouraged to be interactive.

A successful company is led by an effective and entrepreneurial Board of Directors, whose role is to promote the long-term sustainable success

of the Company. In October 2025, the Board completed an externally facilitated evaluation of its performance and governance. This evaluation

concluded that the Board as a whole considered the overall governance and associated processes of the Company to be strong, with only a

small number of enhancements proposed to improve the overall effectiveness, all of which were addressed. This is explained further in the

report of the Nomination Committee.

The Company maintains an absolute zero-tolerance approach to bribery and corruption and reinforces this through specific training of all staff

and contractors. Strong ethics are an integral part of the way we do business. All employees must abide by the Code of Business Conduct

which incorporates a wide range of policies and standards in respect of governance, ethics, workplace behaviours and integrity. In early 2026

we launched a new comprehensive training programme for our Code of Business Conduct. All staff and contractors also have to undertake

this compulsory training and certify that they have, and will, comply. The Board will always look to continually enhance such policies and

procedures, ensuring that operating with integrity remains a top priority.

David Thomas

Non-Executive Chair

18 March 2026

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Introduction

It is the duty of the Board of Directors that it must act in a manner, in good faith, which will be most likely to promote the success of the Company

for the benefit of its members as a whole and taking account of the likely consequences of any decision in the long term. The maintenance of

high standards of governance is integral to this, and the Board sets the tone for the highest ethical compliance. The Board aims to create a

culture which demands the same commitment and performance from all employees and contractors in all business activities. The governance

processes applied across the Group are set out below and in the individual Committee reports.

The Board accepts responsibility for oversight of management who prepares the annual report and accounts and considers the annual report

and accounts, taken as a whole, to be fair, balanced and understandable, and provides the information necessary for shareholders to assess

the Company’s performance, business model and strategy.

Board leadership and purpose

The Board is accountable to shareholders and other stakeholders for the creation of a sustainable, long-term business. The Board oversees a

robust governance framework with clear procedures, lines of responsibility and delegated authorities to ensure that the Company’s strategy

and values are implemented, and key risks identified, assessed and managed effectively. The Board also engages with the Company’s

stakeholders on an ongoing basis to ensure their long-term interests are understood and preserved. This includes investors, the host

government and local communities, staff and contractors, business partners and suppliers. It is recognised that the nature of the Company’s

business requires specific expertise at Board level and this is regularly reviewed to ensure it is appropriate.

Key oversight responsibilities of the Board include:

§ health and safety;

§ environmental and social standards and governance;

§ ethical compliance, including whistleblowing;

§ strategy development and objectives;

§ operational and technical oversight;

§ financial performance, structure and capital management;

§ corporate planning and KPIs;

§ stakeholder and workforce engagement;

§ shareholder value;

§ legal compliance and strategy;

§ people, culture and values;

§ risk management;

§ Board development and effectiveness; and

§ governance and regulatory compliance.

When considering these responsibilities, the Chair encourages an open, respectful and collaborative working environment where all Directors

voice their opinions and contribute to constructive debate.

Division of responsibilities

The Board is led by the Chair, who promotes a culture of openness and debate and is responsible for the leadership of the Board and its overall

effectiveness. The Chair also facilitates constructive Board relations and the effective contribution of all Non-Executive and Executive Directors,

and ensures that Directors receive accurate, timely and clear information. The Chair is supported on the Board by three independent

Non-Executive Directors, one of whom is the Senior Independent Director, a further Non-Executive Director who is a non-independent

shareholder representative, and the CEO and CFO. The CEO is responsible for operational management, and the development and

implementation of strategy in conjunction with the senior leadership team. The Chief Legal Officer attends Board and Committee meetings as

Secretary to ensure corporate governance and regulatory compliance.

The Company has a formal register of ‘Matters Reserved for the Board’ which is reviewed and approved on a regular basis, and there is a

clear separation of responsibilities between the Board and management. Some matters may be delegated to the Board Committees: the Safety

and Sustainability Committee; the Technical Committee; the Audit and Risk Committee; the Remuneration Committee; and the Nomination

Committee. Each Board Committee has terms of reference in place which are reviewed and approved on a regular basis.

The Board is satisfied that the Committees and the individual Directors have sufficient time and resources to carry out their duties effectively

and anticipate that will continue to be the case during 2026. The Company maintains an ongoing review of the external commitments of its

Directors.

The Executive Committee comprises the CEO, CFO, Chief Operations Officer, Chief Legal Officer and Chief HR Officer. They meet on a regular

basis, at least weekly, to discuss significant management matters. The senior leadership team, comprising functional heads of departments

and the Executive Committee, also meets on a regular basis to discuss management matters.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Composition, succession and evaluation

The Nomination Committee is primarily responsible for reviewing the composition and balance of the Board, and for recommending any new

appointments to the Board and Committees. Appointments and succession planning are based on merit and in accordance with the Company’s

Diversity Policy.

Following a year of significant change to the Board composition in 2024, there were no changes to the Board in 2025.

All Directors are subject to annual re-election by shareholders in accordance with the Company’s Byelaws and the Code.

Audit, risk and internal control

The Audit and Risk Committee is primarily responsible for ensuring that the financial performance of the Company is measured and reported,

in conjunction with the Company’s auditor. This Committee will also review and report on the risk identification, mitigation and management,

identifying specific ‘deep dives’ on particular risks, as appropriate. It is recognised that risk management is of crucial importance to a company

of the profile of Gulf Keystone. The risk process is therefore placed as an integral part of the Company’s strategy formulation and execution.

The Board acknowledges that it must have in place a sound system of internal control to safeguard the assets and value of the business and

to ensure reliability of financial information. In this respect, a regular review is undertaken by the Audit and Risk Committee to consider the

adequacy of the current internal control systems and whether any enhancements are necessary.

The Board is mindful of the new requirements relating to internal controls as contained in the UK Corporate Governance Code 2024 which

come into effect in the 2026 financial year. Management is currently preparing for full compliance with this.

Remuneration

The Remuneration Committee is primarily responsible for devising and monitoring the Company’s remuneration policies to ensure that they

are consistent with corporate governance guidelines and the Company’s objectives, and it is assisted by external remuneration consultants,

Mercer. A detailed report of all remuneration matters is contained in the Directors’ remuneration report. The Company’s Remuneration Policy

was formally approved by shareholders at the Annual General Meeting in 2025. Marianne Daryabegui was appointed Chair of the Remuneration

Committee from 3 October 2024. In accordance with the UK Corporate Governance Code, Ms Daryabegui had previously served on the

Remuneration Committee of another company, Pharos Energy, for a period in excess of 12 months.

Adherence with the UK Corporate Governance Code

Although the Company is not subject to the UK Corporate Governance Code 2024 (the ‘Code’) on account of its ‘equity shares – transition

category’ listing on the London Stock Exchange, the Company has voluntarily agreed to adhere to the Code so far as practicable. We firmly

believe that this voluntary adherence establishes a solid basis from which to conduct Board and managerial decision-making, acting in the best

interests of the Company and its stakeholders. A copy of the Code is available on the website of the Financial Reporting Council (“FRC”) on

www.frc.org.uk.

As at the date of this report, the Board considers that the Company has applied all of the principles and complied with all of the provisions of

the Code, except for the following matters:

Provision 5 – There is no formal workforce engagement scheme in place. The Company’s existing remuneration arrangements have been

reviewed by the Board in conjunction with its external remuneration advisers, Mercer. It was concluded that GKP had a very transparent culture

with regular staff engagement initiatives and an open reporting line which encouraged staff participation. Such initiatives include regular ‘town

hall’ meetings, off-site strategy sessions by department, grade and location, and regular internal communications including through the

Company’s intranet. Taking these existing arrangements, and the size and nature of the business, into account, it was considered that it was

an unnecessary step to formalise this into a formal workforce engagement scheme. The Board will keep these arrangements under review,

taking into account GKP’s size and legal and regulatory requirements in its locations. With respect to the remuneration of the wider workforce,

this is benchmarked and reported to the Remuneration Committee, although the determination of workforce remuneration is a matter for

management. The Remuneration Committee, which has responsibility for the remuneration of the Executive Committee, will take into account

the remuneration of the wider workforce to ensure alignment with the Executive Committee. The workforce is able to raise ethical concerns

anonymously through an externally managed hotline service.

The information contained in this report, and elsewhere in this annual report and accounts, describes the manner in which Gulf Keystone has

applied the principles of governance set out in the Code and complied with individual Code provisions.

The Board

The composition of the Board is a key constituent of the Company’s corporate governance. As an international energy company, Gulf

Keystone’s business carries a diverse range of risks and it is important that these are covered by the skills and knowledge of the Board. For

each Board appointment a number of factors will be considered, including skills, experience, diversity and ability. This is replicated in senior

management positions and in the Company’s succession planning.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

As at the date of this report, the Directors of the Company are:

Name

Role

Date of appointment

Date of last re-election

Jon Harris

CEO

18 January 2021

20 June 2025

Gabriel Papineau-Legris

CFO

21 June 2024

20 June 2025

David Thomas

Non-Executive Chair

13 October 2016

20 June 2025

Wanda Mwaura

Non-Executive Director

1 July 2022

20 June 2025

Julien Balkany

Non-Executive Director

3 July 2023

20 June 2025

Catherine Krajicek

Non-Executive Director

1 October 2024

20 June 2025

Marianne Daryabegui

Senior Independent Director

1 October 2024

20 June 2025

Board tenure

Board experience

Board composition, independence and diversity

As at the date of this report, the Board is comprised of two Executive Directors and five Non-Executive Directors (including the Chair). In

accordance with Code Provision 9, the Chair was independent on appointment. In 2025, the Nomination Committee (excluding David Thomas)

and the Board (excluding David Thomas) formally considered the ongoing independence of David Thomas on account of his tenure as a

Director attaining nine years. It was concluded that all his actions continued to be taken in an independent manner and he would continue to

be deemed independent of management. The Company regards the other Non-Executive Directors as independent according to Code

Provision 10, except for Julien Balkany who is representing funds managed by Lansdowne Partners Austria GmbH.

GKP is currently fully compliant with the Financial Conduct Authority Listing Rule which states:

a) at least 40% of the Board must comprise of women;

b) at least one of the senior Board positions (Chair, CEO, Senior Independent Director or CFO) must be held by a woman; and

c) at least one member of the Board must be from a minority ethnic background (which is defined by reference to categories recommended

by the Office for National Statistics (“ONS”) excluding those listed, by the ONS, as coming from a White ethnic background.

The independence of each of the Non-Executive Directors is considered upon appointment, at each Board evaluation and at any other time a

Director’s circumstances change in a way that warrants reconsideration, and by their ongoing actions. Julien Balkany is considered to be non-

independent as a shareholder representative of Lansdowne Partners Austria GmbH. David Thomas, Wanda Mwaura, Catherine Krajicek and

Marianne Daryabegui are all considered to be independent.

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/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

The Board considers whether the Non-Executive Director is independent of management and any business or other relationship that could

materially interfere with the exercise of objective and independent judgement by the Director or the Director’s ability to act in the best interests

of all stakeholders. In particular, the Board has considered any positions which the Non-Executive Director holds, or held, in companies with

which Gulf Keystone has commercial relationships. None of the Non-Executive Directors participate in share compensation schemes, including

the Company Share Options Plan and executive bonus schemes.

The Company’s Executive and Non-Executive Directors are recruited from a variety of backgrounds and bring different experience and

perspectives, ensuring that the Company’s Directors have capacity and capability to meet the needs of the business.

The Company places high importance on having diverse Board composition to enable robust consideration and challenge of the strategies

proposed by the Executive Directors. The balance of skill diversity of the Board is specifically considered at the annual Board evaluation and

by the Nomination Committee.

The experience provided by the Board covers, amongst other things, financial/capital markets, legal, commercial, technical (including petroleum

engineering, geology, operations and HSE) and project management. The Company actively considers Board composition on a regular basis

to ensure the Board has the necessary balance of skills, experience, knowledge, independence and diversity to discharge its duties.

Board appointments are undertaken through a formal, rigorous and transparent procedure run by external search consultants, although there

were no appointments to the Board in 2025.

The Company has in place a Diversity Policy which applies across the Company, including at Board level, and seeks to ensure that there is no

discrimination within the Company on the basis of gender, sexual orientation, ethnicity, age, disability or other minority. It is recognised that

diversity is a key element for the Board, and that diversity extends to a number of different facets.

The operation of this policy is monitored on a continual basis and a report is prepared for each scheduled Board meeting which sets out the

breakdown of staff according to various diversity metrics. This includes the gender balance of those considered to be senior management. The

implementation of the Diversity Policy has resulted in enhanced awareness throughout the organisation of the benefits of a diverse workforce.

The Diversity Policy will be strictly adhered to in the recruitment process for any Board position. The current gender balance of the Board is

four males and three females. Further information on diversity at Board and executive management level can be found below.

Board and executive diversity data

As at 31 December 2025, the Board comprised 43% women. One of the four senior positions on the Board, being the Senior Independent

Director, is held by a woman, and there is one Director from an ethnic minority background.

Gender representation:

Board and executive management as at 31 December 2025

Number

of Board

members

Percentage of

the Board

Number

of senior

positions

(CEO, CFO,

Chair and

SID)

Number in

executive

management

Percentage

of executive

management

Men

Women

Other categories/not specified/prefer not to say

—

Ethnic background:

Board and executive management as at 31 December 2025

Number

of Board

members

Percentage of

the Board

Number

of senior

positions

(CEO, CFO,

Chair and

SID)

Number in

executive

management

Percentage

of executive

management

White British or other White (including minority-white

groups)

100

Mixed/Multiple ethnic groups/Asian/Asian British/Black

African/Caribbean/Black British/Other ethnic group,

including Arab/Not specified/prefer not to say

—

Executive management for these purposes is the Executive Committee (the most senior executive body below the Board) and the Company

Secretary, excluding administrative and support staff, as defined by the UK Listing Rules.

Gender and ethnicity data relating to the Board and senior management team was collected by the Company’s Human Resources department.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Board induction

New Directors receive a full and appropriate induction on joining the Board. This includes meetings with functional heads of department, other

Board members and the Company’s principal advisers as appropriate. A comprehensive induction pack is also prepared which includes

historical Board and Committee papers and minutes, Company compliance policies (for example the Anti-Bribery Policy), organisational

structure charts, relevant legal, insurance and regulatory information.

The Company will also provide training on a periodic basis to the Directors on relevant matters. All Directors undergo Code of Business Conduct

training on the same cycle as staff, with the latest such cycle having been completed in March 2026.

The role of the Board

The Board leads the Company in the delivery of its strategic goals, generating long-term sustainable success whilst putting in place and

respecting the necessary controls within which the Company must operate to ensure appropriate assessment and management of risk and

respect for the environment. The Board establishes the Company’s purpose, values and strategy, and ensures that these are aligned with its

culture. This is brought into the Company’s training on the Code of Business Conduct to ensure they are appropriately embedded within the

organisation.

The Board has a formal schedule of matters specifically reserved to it for decision-making on certain aspects of the business which is approved

on an annual basis (last approved in March 2026). They cover the key strategic, financial and operational issues facing the Group and include:

§ the Group’s strategic aims and objectives;

§ annual operating and capital expenditure budgets;

§ changes to the Group’s capital, management or control structures;

§ dividend policy and dividend recommendation;

§ half-yearly reports, final results, annual report and accounts;

§ the overall system of internal control and risk management;

§ major capital projects, corporate actions and investment;

§ acquisitions and disposals; and

§ changes to the structure, size and composition of the Board.

A Delegation of Authority is reviewed by the Board on a regular basis to ensure there are appropriate controls in place for management

decisions. In addition, terms of reference are set and approved for each of the Board sub-committees; these are available on the Company’s

website. The Board and its Committees have access to the advice and services of the Chief Legal Officer and Company Secretary and, if

necessary, the Board and its individual Directors have the ability to seek external expert advice at the expense of the Company. This was last

approved by the Board in December 2025.

Board and Committee meetings are attended by members of the senior management team upon invitation. At each Board meeting any

attendees are required to declare any conflicts of interest they may have, including in relation to significant shareholdings. The Board will

ensure that the influence of third parties will not compromise or override independent judgement.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Division of responsibilities between Non-Executive Chair and Chief Executive Officer

The Company maintains a clear division of responsibilities between the independent Non-Executive Chair and the Chief Executive Officer. The

Non-Executive Chair is responsible for leading the Board in an ethical manner and for guiding the Directors in the development of the

Company’s strategy. The Non-Executive Chair chairs the Board meetings and oversees implementation of the Board’s decisions. On occasions,

the Non-Executive Chair will meet with key shareholders and stakeholders to articulate the Company’s strategy and seek their feedback.

In running the Board, the Non-Executive Chair is responsible for creating an environment that facilitates robust and constructive challenge

whilst promoting a culture of openness and debate. In creating this environment, the Non-Executive Chair encourages open communications

and aims to ensure that the Non-Executive Directors’ challenges and suggestions are considered dispassionately and on their merits. The

Non-Executive Chair is responsible for setting the Board’s agenda and ensuring that adequate time is available for discussion of all agenda

items including strategic issues.

The Chief Executive Officer is responsible for the overall management of the business, delivering successful achievement of the Company’s

KPIs and providing leadership to the management team and staff whilst communicating and fostering the underlying culture and principles of

the Company to all staff and stakeholders.

The role of the Senior Independent Director (“SID”)

Marianne Daryabegui was appointed as SID in March 2025. The SID is responsible for assisting the Non-Executive Chair with effective

communications with shareholders and is available to shareholders should there be any concern which could not be resolved through the

normal channels of the Non-Executive Chair, Executive Directors or the Investor Relations team. The SID is available to meet shareholders if

they have specific concerns. The SID also ensures that there is a clear division of responsibility between the Non-Executive Chair and Chief

Executive Officer and, as necessary, acts as a conduit between the Board’s Non-Executive Directors, its Chair and the Executive Directors.

Marianne Daryabegui also acts as Deputy Non-Executive Chair of the Board. The Board is satisfied that the SID demonstrates complete

independence in the role.

Board meetings and attendance

Board meetings are held on a regular basis and no decision of any consequence is made other than by the Directors. A total of 12 scheduled

Board meetings were held during the year ended 31 December 2025. In addition to those scheduled meetings, the Board held periodic informal

update meetings. These meetings were attended by all Directors and, if appropriate, senior management, with discussions being minuted. No

formal decisions were made at the informal meetings.

The Directors’ attendance record at the scheduled Board meetings and Board Committee meetings for the year ended 31 December 2025 is

shown in the table below. For Board and Board Committee meetings, attendance is expressed as the number of meetings that each Director

attended followed by the number of meetings held for the period she/he was a Director during the year. The number of meetings attended by

each Director is shown out of the total number she/he was eligible to attend.

Name

Board meetings

(12)

Audit and Risk

Committee (6)

Remuneration

Committee (6)

Nomination

Committee (3)

Safety and

Sustainability

Committee (5)

Technical

Committee (4)

David Thomas

12/12

6/6

3/3

5/5

4/4

Jon Harris

12/12

5/5

4/4

Gabriel Papineau-Legris

12/12

4/4

Wanda Mwaura

12/12

6/6

3/3

Julien Balkany

12/12

3/3

Catherine Krajicek

12/12

6/6

5/5

4/4

Marianne Daryabegui

12/12

6/6

3/3

5/5

John Hulme

5/5

4/4

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Board trip to Kurdistan

In July 2025, GKP’s Non-Executive Chair, David Thomas, and fellow Board Directors Marianne Daryabegui, Catherine Krajicek and Wanda

Mwaura visited the Company’s operations in Erbil and the Shaikan Field.

As part of a packed agenda, the Directors visited GKP’s facilities and well sites, explored the local Shaikan area and community projects, spent

time with GKP’s staff and met government officials from the Ministry of Natural Resources, Kurdistan Regional Government and other local

officials.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

The Board Committees

In advance of the Board meeting, meetings of the Audit and Risk, Nomination and Remuneration Committees may be held as appropriate.

Meetings of the Technical Committee and Safety and Sustainability Committee will generally be held in advance of the Board meeting. The

formal agenda for the Board meeting will be determined by the Non-Executive Chair following consultation with the Chief Executive Officer and

the Chief Legal Officer.

The Company has five Board Committees: the Audit and Risk Committee, the Remuneration Committee, the Nomination Committee, the Safety

and Sustainability Committee and the Technical Committee. Each Board Committee has specific written terms of reference issued by the Board

and adopted by the relevant Committee, updated on a regular basis and published in the corporate governance section of the Company’s

website www.gulfkeystone.com.

Current Board Committees

Audit and Risk

Wanda Mwaura (Chair)

Catherine Krajicek

Marianne Daryabegui

Remuneration

Marianne Daryabegui (Chair)

David Thomas

Wanda Mwaura

Catherine Krajicek

Nomination

David Thomas (Chair)

Julien Balkany

Wanda Mwaura

Marianne Daryabegui

Safety and Sustainability

Catherine Krajicek (Chair)

Marianne Daryabegui

Jon Harris

John Hulme

Technical

David Thomas (Chair)

Catherine Krajicek

Jon Harris

Gabriel Papineau-Legris

John Hulme

All Committee Chairs report orally on the proceedings of their Committees at the meetings of the Board. Where appropriate, the Committee

Chairs also make recommendations to the Board in accordance with their relevant terms of reference. In addition, the minutes and papers of

the Committee meetings are distributed to all Board members in advance of Committee meetings.

To ensure Directors are kept up to date on developing issues and to support the overall effectiveness of the Board and its Committees, the

Non-Executive Chair and Committee Chairs communicate regularly with the Chief Executive Officer and other executive management.

Alasdair Robinson, the Company’s Chief Legal Officer, acts as Company Secretary to each Committee.

The key governance mandates of the Board’s five main Committees are shown on the following pages.

Audit and Risk Committee

As at 31 December 2025, the Audit and Risk Committee comprised three Non-Executive Directors, all of whom are considered to be

independent.

The Committee members have been selected to provide the wide range of financial and commercial expertise necessary to fulfil the

Committee’s duties. The Board considers that the Committee has experience to be recent and relevant for the purposes of the Code and the

members of the Committee as a whole have competence relevant to the sector in which the Company operates; in particular, Wanda Mwaura

is a qualified accountant and Marianne Daryabegui has held several senior roles in the financial industry in her career. This Committee meets

at least three times per year. During the year ended 31 December 2025, the Committee met six times.

The terms of reference of the Audit and Risk Committee are documented and agreed by the Board and are available in the corporate

governance section of Gulf Keystone’s corporate website: www.gulfkeystone.com. The terms of reference are reviewed regularly and were

last updated in December 2025.

The Audit and Risk Committee report is set out on pages 91 to 96.

Nomination Committee

As at 31 December 2025, the Nomination Committee comprised four Non-Executive Directors, three of whom are considered to be

independent, including the Non-Executive Chair of the Board.

The Nomination Committee met on three occasions during the year on a formal basis. The terms of reference of the Nomination Committee

are documented and agreed by the Board and are available in the corporate governance section of Gulf Keystone’s corporate website:

www.gulfkeystone.com. The terms of reference are reviewed regularly and were last updated in December 2024.

The Nomination Committee report is set out on pages 88 to 90.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Remuneration Committee

As at 31 December 2025, the Remuneration Committee comprised four Non-Executive Directors, all of whom are considered independent.

This Committee, which meets at least twice per year, is responsible for making recommendations to the Board concerning the compensation

of the Executive Directors and the Non-Executive Chair, as well as the level and structure of remuneration for senior management. The

Committee is also responsible for the determination of the Group’s Remuneration Policy. The Remuneration Committee met on six occasions

during the year.

The terms of reference for the Remuneration Committee are available in the corporate governance section of Gulf Keystone’s corporate

website: www.gulfkeystone.com. The terms of reference are reviewed regularly and were last updated in March 2026.

The Remuneration Committee report is set out on pages 101 to 118.

Safety and Sustainability Committee

As at 31 December 2025, the Safety and Sustainability Committee comprised three Non-Executive Directors, one Executive Director and the

Chief Operating Officer.

The Committee was formed in June 2020 in succession to the HSE and CSR Committee. It aims to meet four times a year and met five times

during 2025. The primary function of the Committee is to oversee the development of the Group’s policies and guidelines for the management

of ESG, including evaluating HSE and social risks, evaluate the effectiveness of these policies and their ability to ensure compliance with

applicable legal and regulatory requirements, overseeing the quality and integrity of reporting to external stakeholders concerning safety and

sustainability, and reviewing the results of any independent audits of the Group’s performance in regard to safety and sustainability, making

recommendations, where appropriate, to the Board concerning the same. The Committee also reviews ESG and safety performance and

examines specific safety issues as requested by the Board and will also review all governance matters which are relevant to the work of the

Committee. The Committee aims to provide visible leadership on HSE matters through periodic site visits to the Company’s operations.

The terms of reference of the Safety and Sustainability Committee are documented and agreed by the Board and are available in the corporate

governance section of Gulf Keystone’s corporate website: www.gulfkeystone.com. The terms of reference are reviewed regularly and were

last updated in March 2026.

The Safety and Sustainability Committee report is set out on pages 97 to 99.

Technical Committee

As at 31 December 2025, the Technical Committee comprised two independent Non-Executive Directors, two Executive Directors and the

Chief Operating Officer.

The Committee’s main remit is to support the Company’s Shaikan development planning and project execution activities. The Committee also

has the following specific objectives:

§ provide assurance that development plans are in line with the Company’s strategy and have been optimised;

§ review and recommend to the Board approval of Shaikan Field reserves and resources estimates and revisions;

§ ensure that the Company has the appropriate resources and project management systems in place to successfully execute development

projects on time and within budget;

§ provide the Board with assurance that the key project execution risks have been identified and that the required risk management

processes and mitigation measures are in place;

§ provide oversight, where appropriate, for any material contract tendering exercises; and

§ review and recommend for executive approval any information relating to the Shaikan FDP and reserves and resources estimates for

public release.

The Committee met four times in 2025. The terms of reference of the Technical Committee are documented and agreed by the Board and are

available in the corporate governance section of Gulf Keystone’s corporate website: www.gulfkeystone.com. The terms of reference are

reviewed regularly and were last updated in June 2024.

The Technical Committee report is set out on page 100.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Information and support

The Company is committed to supplying the Board and its Committees with full and timely information, including detailed financial, operational

and corporate information, to enable Directors and Committee members to discharge their responsibilities. The Committees are provided with

sufficient resources to undertake their duties. All Directors have access to the advice of senior management and, where appropriate, the

services of other employees and the Company Secretary and Chief Legal Officer for all governance and regulatory matters. Independent

professional advice is also available to Directors in appropriate circumstances, at the Company’s expense. Board members also keep up to

date with developments in relevant law, regulation and best practice to maintain their skills and knowledge.

Relevant analysis and reports are prepared by management prior to all Board and Committee meetings, allowing the Board to effectively

address all of the items on the relevant meeting’s agenda. Documents and reports are provided to the Board in a timely manner allowing for

sufficient time to review the information prior to the meeting and raise questions where necessary. Management discusses the detail and format

of Board reports on an ongoing basis to ensure the Board is appropriately informed of all relevant information.

Business ethics

The Company adopts a zero-tolerance approach to bribery and corruption and has adopted a number of measures and procedures to ensure

ongoing compliance with relevant anti-bribery laws. An Anti-Bribery Policy is in place which is regularly reviewed and updated by the Board.

This policy also includes provisions on conflicts of interest and the Criminal Finances Act. Training is undertaken on a regular basis through

the annual Code of Business Conduct training programme. A number of procedures underlie the Code, including the maintenance of registers

covering, for example, gifts and hospitality. The latest compliance training cycle was completed in March 2026.

An external whistleblowing service, Navex Global, is maintained in order to provide a mechanism whereby staff and contractors may make

anonymous reports, if necessary, which is designed to encourage staff to ‘speak up’. In the event any reports are received through this service,

the matter is brought to the attention of the Board and a full review is undertaken on the allegations. The Board will then determine whether

there is a need for a further independent investigation of such matters and for follow-up action.

Workforce engagement and Company culture

The Company has noted the provisions contained in the Code with respect to workforce engagement. In the context of the size of the Company,

the Board does not intend to appoint either a Director from the workforce or a designated Non-Executive Director to ensure engagement with

the workforce. However, the Company does run a system of regular ‘town hall’ events across its offices and production facilities which enable

an open forum for discussion with its workforce. The workforce receive updates on recent developments relating to the Company and have the

opportunity to ask questions of management through interactive sessions and meetings. This matter is reviewed on a regular basis by

management and, where appropriate, its advisers. The current conclusion is that the Company is not of a sufficiently complex nature to warrant

the need for additional levels of workforce engagement processes and the Board will keep this assessment under review.

The Company has embedded six fundamental principles in the organisation which cover its purpose, values and culture. These are:

Safety

§ Safety comes first. No job is so urgent or important that it cannot be done safely.

Social responsibility

§ Gulf Keystone’s relationship with, and contribution to, society has been critical to the development of the Company as it stands today and

is fundamental for its future success. We are committed to meeting high standards of corporate citizenship by protecting the wellbeing of

our employees, by safeguarding the environment and by creating a long-standing, positive impact on the communities where we do

business.

Trust through open communication

§ We understand the importance of listening and open communication with employees, our business partners, stakeholders and

shareholders; our success depends on everyone. We encourage an environment of open and continuous communication and build our

relationships on trust.

Teamwork

§ Positive and constructive collaboration and relationships between all employees is vital to deliver outstanding performance in everything

we do.

Innovation and excellence

§ We are committed to a high-performance culture and to ensure sustained long-term value for not only our external stakeholders but also

our employees through learning, mentoring and career development.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Integrity and respect

§ Doing the right thing. We are always guided by the highest standards of ethical conduct, integrity and fairness. Respect is: ensuring

diversity and equal opportunities in the business; with our partners, stakeholders and contractors seeking to conduct our business openly

for the mutual benefit of all.

The principles are referred to on an ongoing basis through internal communications and meetings, and are displayed prominently throughout

all Company offices, and even on Company mouse mats and screensavers. In addition, the principles are incorporated into the annual training

which staff and contractors take on the Code of Business Conduct. All staff and contractors are required to adhere to the principles.

Risk management and internal control

The Board acknowledges its responsibility for establishing and monitoring the Group’s systems of risk management and internal control. While

the systems of internal control cannot provide absolute assurance against material misstatement or loss, the Group’s systems are designed to

provide the Directors with a high level of assurance that material emerging and principal risks are identified on a timely basis and dealt with

appropriately. The Board annually reviews the effectiveness of the systems of risk management and internal control and considers the

significant business risks and the control environment. This is carried out by management and reported to the Audit and Risk Committee which

assesses and tests the conclusions, including the need for an internal audit function. The Audit and Risk Committee will then report on the

matter to the Board. The Board is currently satisfied that effective controls are in place and that risks have been identified and mitigated as

appropriate. The Board is, however, cognisant of the new provisions on internal controls contained within the UK Corporate Governance Code

2024, which take effect in the 2026 financial year. Management, the Audit and Risk Committee and the Board have been preparing for

compliance with this.

The Group is subject to a variety of risks, which derive from the nature of the oil and gas exploration, development and production business

and relate to the countries in which it conducts its activities. The key procedures that have been established and which are designed to provide

effective control are as follows:

§ regular meetings between executive management and the Board to discuss all issues affecting the Group;

§ detailed analysis of risk reviews undertaken at Audit and Risk Committee meetings (strategic, financial, ESG, IT/OT and cyber, fraud risks)

and Technical Committee meetings (operational and project risks);

§ a clearly defined framework for investment appraisal with Board approval required as appropriate;

§ regular analysis and reporting on the Company’s risk register; and

§ reviews of the Company’s risk management systems, controls and culture by external advisers.

The Board also believes that the ability to work in partnership with the host government is a critical ingredient in managing risk successfully.

The Directors have derived assurance over the control environment from the following internal and external controls during 2025:

§ implementation of policies and procedures for key business activities;

§ an appropriate organisational structure;

§ specific delegations of authority for all financial and other transactions;

§ segregation of duties where appropriate and cost effective;

§ management and financial reporting, including KPIs;

§ reports from the Group Audit and Risk, Safety and Sustainability, and Technical Committees; and

§ reports from the Group’s external auditor on matters identified during their audit.

The above procedures and controls have been in place in respect of the Group for the 2025 accounting period and up to the date of approval

of the annual report and accounts. There were no significant weaknesses or material failings in the risk management and internal control

system identified in any of the above reviews and reports. Further details on the Company’s emerging and principal risks and procedures in

place and how these are managed and mitigated are contained on pages 56 to 70.

Relations with investors and stakeholders

Regular communications with the Company’s institutional and retail equity investors, as well as credit investors, are given high priority by the

Board. The Non-Executive Chair, Senior Independent Director, Chief Executive Officer, Chief Financial Officer and the Head of Investor

Relations and Corporate Communications are the Company’s principal spokespersons, engaging with investors, analysts, the press and other

interested parties. Communication is undertaken through site visits, shareholder presentations, attendance and presentations at industry

conferences, one-on-one meetings, conference calls and other written and oral mediums. The Company is committed to maintaining

constructive dialogue with all its investors and will continue to provide regular updates on its operations and corporate developments.

Throughout 2025, the Group held a number of investor presentations which are available to view on the Group’s website. These included

engagement with Norwegian and international investors in advance of a listing of the Company’s shares on Euronext Growth Oslo operated

by the Oslo Stock Exchange, which was completed on 18 February 2026.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

The Company has an established practice of issuing regulatory announcements on the Group’s operations and/or any new price-sensitive

information. The Group’s website, www.gulfkeystone.com, which is regularly updated, contains a wide range of information on the Group,

including a dedicated investor section where investors can find the Company’s share price, financial information, regulatory announcements,

investor presentations and corporate webcasts with the Group’s management.

A list of the Company’s significant shareholders as at the date of this report can be found in the Directors’ report and on the Group’s website,

at www.gulfkeystone.com.

The Company also seeks to engage with its wider stakeholders on a regular basis. This includes, for example, the Ministry of Natural Resources

in Kurdistan, the Company’s joint venture partner, MOL Group, residents local to the Company’s operations, suppliers, contractors and

employees.

Additional information

The Company has provided the additional information required by the UK Financial Conduct Authority’s Disclosure Guidance and Transparency

Rules of the Listing Rules (and specifically the requirements of DTR 7.2.6 in respect of directors’ interests in shares; appointment and

replacement of directors; powers of the directors; restrictions on voting rights; and rights regarding control of the Company) in the Directors’

report.

Annual General Meeting

At the Company’s Annual General Meeting (“AGM”) held on 20 June 2025, all resolutions were successfully passed with all resolutions attaining

in excess of 80% of votes cast in favour.

The 2026 AGM will be held on 19 June 2026 via webcast which will be accessible to all shareholders. The Notice of AGM, once published in

advance of the meeting on the Company’s website, will accompany this annual report and accounts and will set out the business to be

considered at the meeting. The Board uses the AGM to communicate with private and institutional investors and welcomes their participation.

David Thomas

Non-Executive Chair

18 March 2026

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Nomination Committee report

2025 membership and meeting attendance

Member since

Nomination Committee

David Thomas (Chair)

5 Oct 2023

3/3

Wanda Mwaura

3 Oct 2024

3/3

Marianne Daryabegui

3 Oct 2024

3/3

Julien Balkany

3 Oct 2024

3/3

Matters discussed

June 2025

§ Board evaluation

October 2025

§ Board evaluation results

December 2025

§ Board and Executive Committee composition and succession plans

§ Independence of the Chair of the Board

Role

In accordance with its terms of reference, which are available on the Company’s website, the Nomination Committee (the ‘Committee’) is a

committee of the Board of Directors of the Company which is primarily responsible for:

§ reviewing the structure, size and composition of the Board and recommending changes;

§ considering and recommending succession planning strategy for Executive and Non-Executive Directors and key senior management

positions;

§ identifying and nominating for the approval of the Board candidates to fill Board vacancies or new positions as and when they arise;

§ reviewing the Company’s policy on diversity and inclusion and the progress made in achieving the policy’s objectives;

§ reviewing the ongoing independence of Non-Executive Directors; and

§ the Committee will lead an annual evaluation of the performance of the Board, its Committees, the Chair and the individual Directors. The

Committee will consider an externally facilitated approach to this at least every three years.

Composition

The Nomination Committee currently comprises three independent Non-Executive Directors: David Thomas (Chair), Marianne Daryabegui and

Wanda Mwaura, and one non-independent Non-Executive Director, Julien Balkany.

The meetings may be attended by Alasdair Robinson (Chief Legal Officer and Secretary to the Committee), Clare Kinahan (Chief HR Officer),

other Non-Executive and Executive Directors, and external advisers as appropriate.

Review of the Committee’s activities

The Nomination Committee meets at least twice per year. During 2025, the Committee met formally on three occasions. In addition, a number

of informal meetings took place to discuss matters relevant to the Committee and, on some occasions, matters of a Nomination Committee

nature may be discussed in full Board meetings.

Some of the key matters considered by the Committee during the year ended 31 December 2025 were: considering the balance and

composition of the Board and Committees; the recruitment of further independent Non-Executive Directors; succession planning for the Board

and Executive Committee; Board Committee composition; the ongoing independence of Non-Executive Directors (including specific

consideration of David Thomas who has been a Board member for nine years); and Board evaluation.

There were no appointments to the Board during 2025.

Diversity

The Committee recognises the benefits of diversity across all areas of the Group and believes that a diverse Board is a positive factor in

business success, brings a broader, more rounded perspective to decision-making, and makes the Board more effective. When recruiting, the

Board endeavours to consider a wide and diverse talent pool whilst also taking into account the optimum make-up of the Board, including the

benefits of differences in skills, industry experience, business model experience, gender, race, disability, age, nationality, background and other

attributes that individuals may bring.

In 2018, Gulf Keystone implemented a formal Diversity Policy throughout the organisation. The policy states that:

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

“The Company does not discriminate against workers or consultants on the basis of their gender, sexual orientation, marital or civil partner

status, gender reassignment, race, colour, nationality, ethnic or national origin, religion or belief, disability or age. The Company will also seek

to accommodate the religious observations and beliefs of all workers and consultants. The principle of non-discrimination and equality of

opportunity applies equally to the treatment of former workers, visitors, clients, customers and suppliers by members of the Company’s current

workforce.”

The Diversity Policy applies across all facets of the business, including administrative, management and supervisory functions, including at

Board level. Diversity statistics are provided in each scheduled Board meeting showing the breakdown of senior management (and their direct

reports) and staff by a number of metrics. These are reviewed in detail by the Board and the Committee.

In the event the statistics demonstrate a trend or weighting which is not in accordance with the Diversity Policy, this will be investigated and, if

necessary, rectified. In the event an individual has concerns about matters of a diversity nature, the Company has in place a confidential

third-party-managed whistleblowing service, which is described in more detail on page 47.

For the purposes of the UK Corporate Governance Code, the gender balance of senior management (being the Executive Committee and

including the Company Secretary) and their direct reports is described on page 79.

Succession

During 2025, the Committee has continued to review succession planning and the active engagement and development of the Company’s

staff. This included the consideration and development of succession planning for the Executive Directors and the Executive Committee, which

takes into account the Diversity Policy and the need to foster a diverse pool of candidates. Training is provided for executives as appropriate.

There were no changes to the formation of the Board or the Nomination Committee during 2025.

Process used for Board appointments

The Committee adopts a formal, rigorous and transparent procedure for the appointment of new Directors to the Board (aside from if the

appointment involves a shareholder representative Director).

In appointing Non-Executive Directors, the Board’s practice is to use external recruitment consultants appointed following a formal pitch

process. A detailed job profile and engagement scope will be agreed with the selected recruitment consultant following a review of the balance

and composition of the Board. New Directors are subject to a formal induction process covering all facets of the business including asset

review, technical, operations, finance, legal, ESG and HR.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Board evaluation

The Company aims to undertake an externally facilitated Board evaluation process every three years. In October 2025, the Company undertook

an externally facilitated evaluation with Evalu8 Limited (‘Evalu8’). Evalu8 has no other connection with the Company or any individual Director

and was selected following a review by the Committee of a number of potential suppliers taking into account the level of interaction by the

external consultant, cost, and the experience of the Committee of such evaluations. The evaluation comprised of a number of questionnaires

and then an externally managed and facilitated feedback session with the Board and each Committee run by a representative from Evalu8.

The following topics were covered by the Board and all Board Committees, with all Board members participating:

§ composition, succession and evaluation;

§ Board/Committee strategy and Company purpose;

§ leadership;

§ meetings, contributions and relationship with the Board;

§ effectiveness;

§ accountability;

§ remuneration; and

§ relations with shareholders.

The results of the review were considered by both the Committee and the Board. The review concluded that the Board as a whole considered

the overall governance and associated processes of the Company were strong with only a small number of enhancements being proposed to

improve overall effectiveness. These included:

§ a review of artificial intelligence (“AI”) and its impact on Board governance and effectiveness; and

§ ongoing enhancement of cyber security training and risk identification across all facets of the business.

These matters are being addressed on an ongoing basis. The Board currently complies with the UK Corporate Governance Code and UK

Listing Rules requirements with respect to the independence and the gender and ethnic diversity of the Board, as described on page 79 of the

Corporate governance report.

There are no arrangements or understandings between any Director or executive officer and any other person pursuant to which any Director

or executive officer was selected to serve, aside from the appointment of Julien Balkany as a shareholder representative of Lansdowne Partners

Austria. There are no family relationships between the Directors.

David Thomas

Chair of the Nomination Committee

18 March 2026

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Audit and Risk Committee report

2025 membership and meeting attendance

Member since

Audit and Risk Committee

Wanda Mwaura (Chair)

1 July 2022

6/6

Catherine Krajicek

3 October 2024

6/6

Marianne Daryabegui

3 October 2024

6/6

Matters discussed

March 2025 (first meeting)

§ External audit and year-end financial results

§ Risk management and controls including disclosures relating to climate change and cyber security

§ Controls review

§ Private session with the auditor

March 2025 (second meeting)

§ 2024 annual report and financial statements

§ Management representation letter

June 2025

§ Risk management and controls

§ Corporate governance update and internal audit assessment

§ Approval of audit fees for 2025 year-end audit services

§ Cost recovery audit

§ Auditor engagement and effectiveness review

§ Potential half-year financial reporting considerations

August 2025 (first meeting)

§ 2025 half-year results

§ Report from the external auditor on outcome of interim review including key judgements

§ Management representation letter

August 2025 (second meeting)

§ 2025 half-year results

§ Half-year results RNS release

§ Management representation letter

November 2025

§ BDO LLP audit planning report

§ Potential year-end financial reporting considerations

§ Insurance review

§ Risk management and controls

§ Cost recovery audit

§ UK Corporate Governance Code and internal controls update

§ Cyber security review

§ Approval of external auditor’s fees for audit and non-audit services

§ Delegation of Authority review

§ Terms of reference

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Role

The Audit and Risk Committee is the committee of the Board of Directors that is primarily responsible for overseeing the financial reporting,

internal risk management and control functions, the external and internal audit requirements, and for making recommendations to the Board

in relation to the appointment of the Group’s internal (if applicable) and external auditor.

The Audit and Risk Committee has written terms of reference which were last updated in December 2025. A copy of the terms of reference is

available on the Company’s website. In accordance with its terms of reference, the Committee, which reports its findings to the Board, is

authorised to:

§ monitor the integrity of the Group’s financial statements and announcements, and significant financial accounting estimates and

judgements;

§ review the effectiveness of the Group’s risk management framework and internal controls and risk management systems;

§ consider and make recommendations with respect to the Group’s risk appetite, and review, on behalf of the Board, the Group’s risk profile;

§ monitor and review the effectiveness of internal controls and the need for, if appropriate, a Group internal audit function;

§ oversee the Company’s corporate and operations technology functions, including cyber security controls and processes;

§ advise the Board on the appointment of the external auditor and on the remuneration for both audit and non-audit work;

§ discuss the nature and scope of the audit with the external auditor, and review the audit findings ahead of reporting to the Board; and

§ assess the performance, independence and objectivity of the external auditor and any supply of non-audit services.

Composition

As at 31 December 2025 and the date of this report, the Committee comprised three Non-Executive Directors, all of whom are considered to

be independent. The members of the Committee are Wanda Mwaura (Committee Chair), Catherine Krajicek and Marianne Daryabegui. There

were no changes to the Committee in 2025.

The meetings are also typically attended by other Non-Executive Directors, Jon Harris (CEO), Gabriel Papineau-Legris (CFO), Michael

Cameron (Group Finance Director), Alasdair Robinson (Chief Legal Officer and Company Secretary), BDO LLP (external auditor) and, as

appropriate, representatives from finance, management and operations.

Review of the Committee’s activities

Six Audit and Risk Committee meetings were held in the financial year. Meetings are held at key times during the Group’s reporting and

audit calendar.

Matters discussed

During the year, the main focus of the Audit and Risk Committee has been to support and oversee the Group’s ongoing monitoring, review and

evaluation of its risk management systems and internal controls, ensure the robustness and integrity of the Group’s financial reporting and

assess the effectiveness of the external audit process.

The Committee has devoted significant time to reviewing those areas that are integral to the Group’s core management and financial processes,

as well as engaging regularly with management and the external auditor.

The Committee worked closely with the management team to ensure these recommendations were implemented in an efficient and timely

manner. The Committee has been proactive in requesting information in order to fulfil its role. During the course of the year, the Committee

has received sufficient information on a timely basis to enable it to discharge its duties effectively.

Significant issues considered by the Audit and Risk Committee in 2025

BDO LLP was appointed as the Company’s external auditor in 2023 and re-appointed for 2024 and 2025. BDO LLP is considered fully

independent of the Company.

The Committee assesses whether suitable accounting policies have been adopted and whether management have made appropriate estimates

and judgements. The Committee reviews reports prepared by management that provide details on the main financial reporting judgements and

estimates. The Committee also reviews reports by the external auditor on the full-year and half-year results of the Group that highlight any key

areas of focus identified by management or the auditor including insights into the judgements and estimates used by management.

Following the closure of the ITP in 2023, the Company continued to rely on local sales to generate revenue until the ITP reopened in September

2025. The Company continued to operate as a going concern throughout 2025.

The Company regularly reviews its liquidity, overall financial position and accounting policies to ensure they remain appropriate.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

The significant matters considered in the year are detailed below:

Significant matter

How the matter was addressed by the Committee

Revenue recognition: In order to recognise revenue,

management must be able to measure reliably the

economic benefit to be received and the costs

associated with the sale and it must be probable that

the Group will receive the economic benefits.

In 2025 the Group has continued to recognise revenue

in line with IFRS 15 Revenue from Contracts with

Customers. Prior to the ITP re-opening in September

2025, the Company sold its entitlement share of

production to local buyers, applying a consistent

accounting treatment with the prior year.

Following the re-opening of the ITP, the Group

assessed how to account for revenue derived from the

interim export agreements in accordance with IFRS

15. In particular, a key consideration was at what point

the performance obligation was satisfied and how to

value revenue given that the selling price is not known

until liftings up to two months after satisfaction of the

performance obligation. Management consider the

performance obligation to be satisfied upon control of

the oil passing to the KRG in accordance with the

contract at each of the production facilities’ ITP inlet

flanges and; revenue is estimated in the month of

performance obligation satisfaction. Price variation

between satisfaction of the performance obligation and

the final price at lifting is accounted for in accordance

with IFRS 9 Financial Instruments with the amounts

disaggregated within the revenue note of the financial

statements.

The Committee considered whether the Company’s revenue recognition policy

in relation to oil sales was appropriate and agreed that revenue should be

recognised in accordance with the contractual terms for both local and export

sales, specifically, at the delivery points specified in the respective agreements.

The Committee discussed the key judgements with management and the

external auditor reviewed the information provided to the Committee.

Impairment and carrying value of oil and gas

assets: An assessment of any impairment and

carrying value of the Group’s assets is required under

International Financial Reporting Standards (IAS 36

Impairment of Assets). This assessment involves

management making a number of judgements and

assumptions including identifying indicators of

impairment and estimating future oil prices, production

profiles, the timing of revenue receipts, development

timing, costs, cost recovery, changes in commercial

terms, potential climate change transition risks

impacts, inflation and discount rates.

The Committee considered reports, from management and the external auditor,

reviewing the impairment indicator assessment.

The Committee reviewed management’s assessment of potential indicators of

impairment and agreed with the conclusion that no impairment indicator

existed.

Management specifically assessed whether the impact of a revised commercial

deal clarifying uncertain PSC matters with the KRG would result in an

impairment trigger, and concluded this would not be an impairment trigger

based on the anticipated commercial terms.

The re-opening of the export pipeline in September 2025 improved the overall

outlook and asset valuation. The re-opening timing was within the two-year

sensitivity period based on the assessment performed at 31 December 2023,

with no impairment, therefore the actual re-opening date was not assessed to

be an impairment trigger.

The potential indicators of impairment assessed are detailed within the material

sources of estimation uncertainty section of the financial statements.

The Committee also reviewed management’s assessment with respect to

climate change scenarios. The International Energy Agency’s (“IEA”) most

recent Announced Pledges Scenario (“APS”) and Net Zero Emissions (“NZE”)

climate scenario oil prices and carbon taxes were used to evaluate the potential

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

impact of the principal climate change transition risks. The Committee agreed

with management’s conclusion that under the APS and NZE scenarios there

was no impairment.

Going concern and viability statement: The

appropriateness of preparing the Group financial

statements for the year on a going concern basis and

the preparation of the long-term viability statement.

The Committee considered reports and analysis prepared by management,

taking into account the external auditor’s review of these papers and their

observations. The analysis involved stress testing the assumptions and in

particular reviewing the potential impact arising from the uncertainty over the

conclusion of the independent consultants review and the timing of a

commercial deal which could lead to delays or differences in the value of the

top up payments recognised as a receivable.

The Committee reviewed the mitigating actions available to the Company and

concluded that management’s recommendation to prepare the financial

statements on a going concern basis was appropriate.

Following the US and Israel strikes on Iran which resulted in the precautionary

shut-in of production operations on 28 February 2026 management considered

the impact within its going concern assessment. As restart of production

operations is still uncertain at this time, the Committee considered before

concluding that no material uncertainty exists, having taken due consideration

of cash balances, projected cash inflows and outflows as well as mitigating

actions available to reduce the cost base in the event of consequential delays

to future cash receipts from liftings.

The Committee reviewed the assessment of the principal risks facing the

Group, the stress test scenarios and possible mitigating actions over the three-

year viability statement period. Based on this review, the Committee approved

the disclosure included under the long-term viability statement.

Valuation of trade receivable (Expected Credit

Loss (“ECL”)): Under IFRS 9, the Company is

required to assess the likelihood of default by a

counterparty. An assessment was undertaken to

assess the valuation of the receivable balance due

from the KRG at year end taking into account both

relevant macro-economic factors and IFRS accounting

and disclosure requirements

Following the interim export agreements signed in

September 2025, a further assessment was required

to determine the counterparty for ECL purposes given

the multiple parties to the interim agreements (IOCs,

KRG, SOMO on behalf of FGI and end export

customer)

To assess the reasonableness of the ECL provision the Committee reviewed:

management’s assessment of the valuation of trade receivables, and

specifically, the ECL, considering methodology, key variables, assessment of

the counterparty, the estimated duration for the KRG (or other counterparty) to

repay the balance outstanding and the recovery of the cost oil portion of the

past due via monthly invoicing under interim export agreements.

Based on this review, the Committee agreed that the calculated ECL provision

recorded was reasonable.

The Committee also reviewed management’s disclosure that the outstanding

balance recorded is expected to be fully recovered and agreed there is a

reasonable basis for such disclosure.

The key assumptions are set out within the material source of estimation

uncertainty section of the financial statements, with further details in note 13 to

the consolidated financial statements including with respect to ECL sensitives.

Non-cash payables: The appropriateness of the

statement that the $87 million payable to the KRG is

not expected to be cash settled was reviewed, taking

into consideration the following two categories:

$42 million is expected to be offset against both oil

sales made to the KRG up to 2018 (not recorded as a

receivable as management does not consider

recognition criteria has been met) and other past due

receivables (see note 13 to the consolidated financial

statements).

$45 million is recorded as a liability for the difference

between the capacity building rate of 20%, as per the

invoicing basis in effect since October 2017, and 30%

as per the 2016 Bilateral Agreement. Management

The Committee reviewed and discussed with management and the external

auditors the Company’s accounting treatment and disclosure with respect to

non-cash payables, specifically whether it was still appropriate to disclose that

liabilities due to the KRG are unlikely to be cash settled.

After due consideration the Committee agreed with management’s position that

these liabilities are unlikely to be cash settled (see note 14 to the consolidated

financial statements).

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

would not expect to cash settle this balance on the

basis the commercial terms reverted to the Bilaterial

Agreement, as this would increase GKP’s net

entitlement, and therefore revenue, which would be

expected to exceed the accrued $45.3 million.

Cost pool compared to cost oil component of trade

receivables: The appropriateness that the

unrecovered cost pool effectively sets a ceiling on the

valuation of the cost oil trade receivables at a point in

time.

The cost pool is an off balance sheet item that is

submitted on the basis that the cost pool is reduced

upon cash receipt of cost oil sales. Conversely,

revenue and receivables are recognised within the

financial statements when invoiced in accordance with

IFRS 15.

There is a significant and unusual judgement, wherein

a non-IFRS measure (cost pool) drives IFRS

accounting (revenue and trade receivables).

The Committee reviewed reports from Management showing that the value of

the cost oil invoiced amounts in 2026, when aggregated with existing cost oil

receivables would exceed the cost pool during 2025.

The cumulative aggregated cost oil invoiced to 31 December 2025, exceeded

the value of the cost pool (when adjusted for the differences between financial

accounting and PSC reporting) by $28.3 million. As a result, the revenue and

consequently receivables were constrained by this amount; the amount titled

“Revenue invoiced for the year” is included as a non-IFRS measure on page

134 immediately before the IFRS consolidated income statement to enable a

fair understanding of the performance of the Group in the year.

The Committee discussed and agreed to the appropriateness of the accounting

treatment for this key accounting judgement area.

Internal audit

The Audit and Risk Committee would have oversight responsibility for any internal audit function established by the Company. The Company

currently does not have in place an internal audit function considering its size, simplified structure and limited operational complexity with few

operating segments, subsidiaries and locations of operations. Furthermore, the costs to set up and maintain such a function are seen to

currently outweigh the benefits, particularly considering the environment the Company has been operating in, including shut-in of production.

In the absence of a dedicated internal audit function, management is involved in daily operations, directly overseeing risks and controls.

Management, under the oversight of the Committee considers and documents key risks and controls that address risks, while undertaking

detailed analysis of higher-risk internal procedures and controls for higher-risk areas on a periodic basis, e.g. cyber security, payments,

inventory and supply chain management. In addition, specialist advisers are engaged, where necessary, to review key controls in high-risk

areas to ensure that internal assurance is achieved. The current lack of an internal audit function has also not had a negative impact on the

completion and results (including issuance of an unqualified audit opinion) of the external audit.

The Company will reconsider whether or not an internal audit function will be put in place for 2026 considering the new UK Corporate

Government Code requirements under Provision 29 effective 1 January, 2026 for boards to formally monitor, review and issue an annual

declaration of effectiveness of the risk management and internal control framework.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

External auditor

The Audit and Risk Committee is responsible for reviewing the effectiveness of the external audit process taking into consideration relevant

professional and regulatory requirements and the Group’s policy on external audit, including ensuring that the auditor remains objective and

independent. To fulfil its responsibility regarding independence, the Committee considered:

§ the external auditor’s plan for the current year, noting the role of the audit partner who signs the audit report and who, in accordance with

professional rules, has not held office for more than five years, and any changes in the key audit staff;

§ the overall extent of non-audit services provided by the external auditor, in addition to its case-by-case approval of the provision of non-

audit services by the external auditor;

§ the external auditor’s written confirmation of independence to the Audit and Risk Committee; and

§ the past service of the external auditor, considering BDO LLP were first appointed in 2023.

Effectiveness of external auditor

To assess the effectiveness of the extern al audit process, the auditor is asked on an an nual basis to describe the steps that they have taken

to ensure objectivity and independence, including where the auditor provides non-audit services. Gulf Keystone monitors the auditor’s

performance, behaviour and effectiveness during the exercise of their duties, which informs the Committee’s decision to recommend

reappointment on an annual basis. The external auditor’s fulfilment of the agreed audit plan and any variations from the plan and the robustness

and perceptiveness of the auditor in its assessment of the key accounting and audit judgements are also considered when making a judgement

on auditor effectiveness. The Committee is responsible for monitoring the efficiency of the audit process and the performance of the auditor

and will assess annually that the audit process was effective.

Non-audit services

As a safeguard to avoid the objectivity and independence of the external auditor becoming compromised, the Committee has a formal policy

governing the supply of non-audit services by the external auditor. The policy is consistent with the regulations set out in the Financial Reporting

Council’s Revised Audit & Assurance Ethical Standard 2019. The Group may engage the external auditor to provide a limited range of non-

audit services where this is the most effective and efficient way of procuring such services, provided that the Group is satisfied that the auditor’s

objectivity and independence will not be compromised as a result.

In 2025, BDO LLP provided non-audit services to the Group related to the interim review of the half-year results, and other assurance services

related to the Company’s joint operating agreement and the Shaikan PSC. BDO LLP was appointed to provide non-audit services due to the

synergies of performing the engagement alongside the services already performed as the Group’s statutory auditor.

A breakdown of the fees paid to the external auditor in respect of audit and non-audit work is included in note 4 to the consolidated financial

statements. The ratio of non-audit fees to audit fees was 16%.

The Committee considered the potential threats that engagement of BDO LLP to perform non-audit services may pose to auditor independence.

BDO LLP ensured that necessary safeguards were put in place to reduce the independence threats to an acceptable level. The Committee

has received confirmation from BDO LLP as to its independence with respect to the Company and has agreed with the conclusion in this

respect. The Committee was satisfied that, given the nature of the work and the safeguards in place, the provision of non-audit services did

not undermine auditor objectivity and independence.

Committee evaluation

In 2025, an externally facilitated review of the Audit and Risk Committee’s performance and effectiveness was completed which did not raise

any substantive issues concerning the performance of the Committee. This was conducted alongside a full Board and Committee evaluation.

Wanda Mwaura

Chair of the Audit and Risk Committee

18 March 2026

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Safety and Sustainability Committee report

2025 membership and meeting attendance

Member since

Safety and Sustainability

Committee

Catherine Krajicek (Chair)

(1)

3 Oct 2024

5/5

David Thomas

(2)

8 Dec 2016

1/1

Marianne Daryabegui

3 Oct 2024

5/5

Jon Harris

26 Jan 2021

5/5

John Hulme

(3)

23 Jun 2022

5/5

(1) Appointed to the Committee on 3 October 2024. Appointed Chair on 16 January 2025.

(2) Stepped down from the Committee (and as Chair) on 16 January 2025.

(3) John Hulme, COO, is a member of the Executive Committee but not a Board member.

Committee activities during 2025

The Committee seeks to meet formally four times a year and during 2025 it met on five occasions (in January, March, June, September and

November). The Committee has a number of standing agenda items which are considered at each meeting and will supplement these with

specific agenda items as necessary. In 2025, the topics considered included:

§ HSE performance and statistics, including a detailed review of any incidents which have occurred and lessons learned;

§ sustainability strategy plan formulation and implementation, including production of the Group’s Sustainability report;

§ progress for the year against the Health, Safety and Environmental (“HSE”) improvement plan;

§ security review and risk assessment, including security audit;

§ review of an independent assessment of the Company’s HSE management practices by an international independent contractor;

§ the formulation, approval and delivery of the Group’s annual CSR plan and initiatives, including review of key initiatives;

§ the Group’s strategy on climate change and the reduction of GHG emissions, including the formulation of specific targets relating thereto;

§ compliance with TCFD requirements;

§ review of the Group’s GHG emissions data to improve the accuracy and scope of reporting;

§ governance review;

§ analysis of market and industry trends related to climate change; and

§ HSE operational planning for key field activities (for example, well operations).

The Committee will also review specific case studies of activities of a relevant nature which are presented by management.

Role

The role of the Safety and Sustainability Committee is to monitor the development and implementation of the Group’s health and safety,

environmental, social responsibility and ESG governance policies and to ensure that appropriate management systems and processes are in

place to minimise any HSE risks associated with the Group’s activities, including the impact of the Group’s operations on GHG emissions and

on local communities.

The Committee’s activities form an integral part of the Group’s HSE governance process, which includes the following key elements: Board

and management site visits, external and internal audits, third-party inspections, Permit to Work audits, regulatory inspections, safety

walkabouts and ensuring visible safety leadership.

The Group has robust governance processes in place to ensure that the appropriate framework exists to ensure that all matters of an ESG

nature are appropriately considered and actioned, and these are reviewed at each meeting.

The Safety and Sustainability Committee has written terms of reference, a copy of which is available on the Company’s website. In accordance

with its terms of reference, the Committee is authorised to:

§ oversee the development of policies and guidelines for the management of all risks relating to safety, sustainability and ESG, incorporating

health, safety, security and environmental and social risks within the Group’s operations;

§ oversee the quality of safety and ESG (incorporating health, safety, security, environment and corporate social responsibility) policies,

processes, governance, management and the methods to create appropriate behaviours and decisions, including relevant key

performance indicators;

§ review health and safety performance to assess the effectiveness of health and safety programmes and to make recommendations for

improvement, where appropriate;

§ review, and if appropriate approve, specific corporate social responsibility projects within the agreed budgeted level approved by the

Board;

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

§ evaluate the effectiveness of the Group’s policies and systems for identifying and managing health, safety, security, environmental and

social risks within the Group’s operations;

§ assess the policies and systems within the Group for ensuring compliance with applicable legal and regulatory requirements;

§ assess the performance of the Group with regard to the impact of health, safety, security, environmental and social decisions and impact

of actions upon employees, communities and other stakeholders. It shall also assess the impact of such decisions and actions on the

reputation of the Group and make recommendations to the Board on areas for improvement;

§ working in conjunction with the Technical Committee, the Board of Directors and management as appropriate, specifically consider the

level of greenhouse gas (“GHG”) emissions generated by the Company, and review challenging and achievable targets to reduce these;

§ on behalf of the Board, receive reports from management concerning all fatalities and serious accidents within the Group and actions

taken by management as a result of such fatalities or serious accidents;

§ evaluate and oversee, on behalf of the Board, the quality and integrity of any reporting to external stakeholders concerning safety,

sustainability and ESG issues;

§ review the results of any independent audits of the Group’s performance in regard to safety, sustainability or ESG matters, review any

strategies and action plans developed by management in response to issues raised and, where appropriate, make recommendations to

the Board concerning the same; and

§ consider the position of the Group with respect to international best practice for safety, sustainability and ESG and emerging legal

requirements including relevant corporate governance developments.

Composition

As at 31 December 2025, the Safety and Sustainability Committee comprised of two independent Non-Executive Directors, Catherine Krajicek

and Marianne Daryabegui, the CEO, Jon Harris, and the COO, John Hulme. Catherine Krajicek took over as Chair from David Thomas on 16

January 2025 whereupon David Thomas stepped down from the Committee. The Company’s Senior HSE and Sustainability Manager, Patrick

Bersebach, the Country Manager, and the Security Manager, also attend meetings, along with other management and staff members as

required. Alasdair Robinson acts as Secretary to the Committee, and also reports on governance at each meeting.

Governance

The Company endeavours to ensure that no harm comes to people as a result of its operations and that any effect on the environment is

minimised. It also looks to have a beneficial long-term impact on the communities located in the vicinity of the Shaikan Field. The Group aims

to ensure that all employees and contractors understand that working safely is the absolute priority and that they are responsible for their own

safety and the safety of those around them.

The importance of these areas to the Group is demonstrated by the priority given to them at all levels in the organisation, from the daily toolbox

talks in the Shaikan Field through to the regular weekly senior management meetings, and Safety and Sustainability Committee and Board

meetings. At Board meetings, a formal report is provided on these matters to the Directors by the COO and the Safety and Sustainability

Committee Chair.

Sustainability

Recognising the importance of sustainability to both society and business organisations, the Company has included a detailed Sustainability

report in the annual report and accounts; please refer to pages 29 to 47.

This sets out the Company’s culture as it relates to sustainability issues, the management processes which it has in place, and focuses on a

number of the environmental and social initiatives which have been launched and implemented over the past few years. In addition, the report

includes key environmental and safety performance statistics.

Health and safety

During 2025, the Committee monitored and supported the implementation of the Company’s 2025 HSE Improvement Plan. The Committee

was encouraged by the level of incident or potential incident reporting which occurred during the year and the open reporting culture which has

continued to be developed in the organisation. The Company has recently attained three years LTI free; this is considered to be a significant

achievement, particularly in the context of significant trucking operations ongoing from July 2023 to September 2025. The Company also held

emergency response simulation exercises during the year.

The Committee reviewed the findings of an independent assessment of the Company’s HSE management practices carried out by an

international independent contractor. The safety audit confirmed that GKP is a strong performer in safety across several standards, while it

also identified some important improvements which are expected to be completed in 2026.

Security

The security environment in Kurdistan deteriorated in 2025 and, in July 2025, a number of fields close to the Company’s operations and

elsewhere in Kurdistan were attacked by drones, causing material damage to facilities. While GKP’s assets were not impacted, the Company

acted quickly to move employees and contractors to safe locations and production from the Shaikan Field was temporarily shut-in, restarting

in August following a security assessment and consultation with the Kurdistan Regional Government (“KRG”).

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

Since the attacks, GKP’s management team has implemented a number of additional safety measures, including ‘T-walls’ and ‘duck-and-cover

facilities’. The Shaikan Contractor also has specific insurance in place. The Company is mindful of the potential threat from targeted or errant

missile strikes and takes all necessary precautions to protect its staff and operations.

Environment

The Company recognises the need to develop and produce from the Shaikan Field in a way that minimises its impact on the local environment

and addresses climate-related risks and opportunities. During 2025, the Company took a proactive role in the implementation of a number of

specific initiatives aligned with these objectives. These are described more fully in the Sustainability report on pages 29 to 47. The Company

has also published a fully compliant TCFD report on pages 48 to 55.

Corporate social responsibility (“CSR”)

Since the formal CSR programme was initiated in 2017, the Company has continued to progress several social initiatives for the local

communities surrounding the Shaikan Field, with a specific focus on sustainability. These are also more fully described in the Sustainability

report. The Company considers CSR to be an integral part of the Company’s operations and stakeholder management and will continue to

support sustainable community projects.

Catherine Krajicek

Chair of the Safety and Sustainability Committee

18 March 2026

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

100

Technical Committee report

2025 membership and meeting attendance

Member since

Technical Committee

David Thomas (Chair)

8 Dec 2016

4/4

Catherine Krajicek

3 Oct 2024

4/4

Jon Harris

26 Jan 2021

4/4

Gabriel Papineau-Legris

8 Dec 2016

4/4

John Hulme

(1)

23 Jun 2022

4/4

(1) John Hulme (COO) is a member of the Executive Committee but not a Board member.

Role

The Technical Committee provides support and guidance for the Shaikan Field development planning and project execution activities and has

the following specific objectives to:

§ review the Company’s production performance, and production guidance, including recommending the proposed production guidance to

the Board;

§ provide assurance that development plans are in line with the Company’s strategy and have been optimised in the context of the current

and forecast funding position;

§ review subsurface analysis, well management plans and drilling strategy;

§ review and approve the Shaikan Field reserves and resources estimates and revisions;

§ ensure that the Company has the appropriate resources and project management systems in place to successfully execute the

development projects on time and within budget;

§ provide the Board with assurance that the key operational and project execution risks have been identified and that the required risk

management processes and mitigation measures are in place;

§ review the technical components of the work programme and budget and make recommendations to the Board accordingly;

§ provide a detailed review of the Company’s Field Development Plan (“FDP”) and process;

§ provide a detailed review of the Company’s strategy and plans for the management of produced gas; and

§ review and recommend for Board approval any information relating to the Shaikan FDP and reserves and resources estimates for public

release.

The Committee is supported in its activities by key members of the London-based technical, commercial and finance teams and by the Erbil-

based projects and operations teams. Members of these teams are regularly invited to participate in Committee meetings to provide input in

relation to the Committee’s deliberations.

Committee activities during 2025

Generally, the Committee plans to meet three to four times per annum, but adjusts the meeting timings to coincide with key decision points

within the project development schedule or the release of significant new technical or reserves-related information.

The Committee met four times in 2025. In addition to standing agenda items, the following key matters were discussed:

§ production planning and forecasting (including 2025 production guidance);

§ reserves estimates of the Shaikan Field;

§ 2025 and 2026 work programme and budget;

§ produced gas management strategy, including reviewing the options available and recommending incremental gas management projects;

§ the sanction of water handling facilities at PF-2;

§ production enhancement and well management initiatives;

§ field shut-down, local sales, and effects on production and well management;

§ drilling strategy and progress;

§ operational risk reviews; and

§ well workover options.

The Company estimates gross 2P reserves of 416 MMstb as at 31 December 2025. Further detail on the Company’s estimated reserves

is available on page 15 of the ‘Our asset’ section.

David Thomas

Chair of the Technical Committee

18 March 2026

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

101

Remuneration Committee report

2025 membership and meeting attendance

Member since

Remuneration Committee

Marianne Daryabegui (Chair)

3 Oct 2024

6/6

David Thomas

8 Dec 2016

6/6

Catherine Krajicek

5 Dec 2024

6/6

Wanda Mwaura

20 Jun 2024

6/6

Matters discussed by the Remuneration Committee in 2025

The Committee held six Committee meetings in 2025 and also met on an informal basis to discuss the following remuneration matters:

§ reviewed and agreed award levels and performance metrics for the 2025 LTIP award;

§ reviewed and approved 2022 LTIP vesting, including treatment of dividends;

§ reviewed and resolved the overall 2024 KPI attainment score;

§ conducted and agreed to continue review of 2025 LTIP structure and performance conditions of the LTIP;

§ reviewed and agreed no amendments to the LTIP comparator peer group;

§ approved KPIs for 2025 which are used to determine bonus awards;

§ reviewed and approved 2026 salary increases for the Executive Committee, Executive Directors and broader workforce; and

§ reviewed and approved the Directors’ remuneration report.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

102

Part one: Annual statement from the Chair of the Committee

Dear Shareholder,

On behalf of the Remuneration Committee, I am pleased to present the Directors’ remuneration report for the year ended 31 December 2025.

The Remuneration Committee and I were delighted to receive support in excess of 99% for the Directors’ Remuneration Policy and the Annual

report on remuneration at the AGM in June 2025. During the year, we were primarily focused on implementing the new policy which we believe

best supports the needs of the Company today and will drive value creation over the long term. The Remuneration Committee set robust and

challenging targets for the annual bonus scheme and ensured the right practices were in place to attract, retain and motivate all employees.

Performance and implementation of the Remuneration Policy in 2025

Annual bonus

Based on the Remuneration Committee’s assessment of GKP and individual performance in 2025, the bonus awarded to the CEO was 123.8%

of his base salary out of a maximum potential of 150% and the CFO was awarded 102.5% of salary out of a potential of 120%. In line with the

Remuneration Policy, 30% of the annual bonus is to be deferred in shares for three years after award date. These payments reflect the

attainment of personal objectives combined with Company performance as measured in the corporate KPIs. Further details can be found on

page 115 of the Directors’ remuneration report.

Long-term incentives

The final assessment and vesting of Gulf Keystone’s 2023 LTIP award will take place in March 2026. All employees participate in the plan. The

award is currently expected to vest at 45.8% of maximum based on the latest assessment up to the end of February 2026 and the final vesting

level for the CEO and CFO will be disclosed via an RNS announcement in due course.

Instances of the exercise of discretion by the Remuneration Committee

No discretion was exercised by the Remuneration Committee outside the normal Remuneration Policy guidelines.

Remuneration across the workforce

GKP fosters an inclusive culture across the whole workforce which is reflected in our Remuneration Policy. Base salaries for all employees are

benchmarked on a regular basis and targeted at median. The annual bonus plan is open to all employees, the outcome of which is linked to

both corporate and individual targets. The corporate targets are the same for all who participate. Similarly, all employees are eligible to

participate in the Company’s LTIP.

The Committee and Board are given regular briefings on the pay, incentive and benefit arrangements for the wider workforce as well as

receiving updates from the Chief HR Officer who attends all Committee meetings by invitation.

Summary of remuneration for Executive Directors in 2026

In light of the current business context and the detailed remuneration benchmarking review, the Remuneration Committee decided to award

the CEO an increase in salary of 6%, which is in line with the salary review budget for other employees. The CFO was awarded an increase

of 9% due to his initial appointment salary being set below the prevailing market rate for the role. Therefore, this adjustment aligns his salary

better with the market.

Both the CEO and CFO will be eligible for a 2026 bonus, subject to Company and individual performance metrics. The Committee will review

the Company’s achievements, KPIs and performance targets and publish these in the 2026 Directors’ remuneration report. The 2026 bonus

measures incorporate targets on safety and sustainability, operational performance, value creation, financial, and people, culture and values

initiatives. Further information is set out on page 117 of the Directors’ remuneration report.

The CEO and CFO are entitled to participate in the LTIP where performance-based shares are granted up to a maximum of 200% and 150%

of salary, respectively, in line with policy. The 2026 LTIP award will have performance conditions based on absolute and relative TSR.

Basis of preparation of the report

As GKP is not incorporated in the UK, it is not subject to UK company law or the UK Corporate Governance Code. However, the Company’s

Byelaws require it to comply with the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations

2013 (the ‘2013 Regulations’). The Directors’ remuneration report has been prepared in accordance with such 2013 Regulations as amended.

As a responsible corporate citizen, GKP is committed to following best practice, maintaining high corporate governance standards and the

principles enshrined in the UK Corporate Governance Code 2024 (the ‘Code’) are taken into account to the extent they are considered

appropriate for the Company. As GKP only has 23 employees in the UK, not all elements of the Code or certain 2018 changes to the 2013

Regulations, including the CEO pay ratio, are relevant or applicable. As noted above, the Committee has regard to wider workforce reward but

considers that a ratio calculation would not be meaningful with such a small UK workforce.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

103

2026 AGM

At the 2026 AGM, our Directors’ remuneration report (pages 101 to 118) will be the subject of an advisory vote in accordance with the 2013

Regulations. The Remuneration Committee ensures that, in carrying out its obligations, it takes account of the views and opinions of all its

stakeholders; this includes consulting with our major shareholders and with leading proxy advisers.

The Committee believes the remuneration outcomes for 2025 reflect an appropriate outcome taking into account the global context, the difficult

trading and operational conditions and shareholder experience during this period. Whilst pipeline exports resumed in 2025, conditions have

not been optimal as we experienced a recent trading and pipeline closure and therefore further believe the remuneration outcomes are fair.

We hope and trust that shareholders will recognise this as a continuation of our strategy for reward and recognise the efforts we have taken to

retain key staff during this period. On behalf of the Remuneration Committee, I would like to thank all shareholders for their continued support

and hope that you will vote in favour of the resolutions contained within the report at the AGM on 19 June 2026.

Marianne Daryabegui

Chair of the Remuneration Committee

18 March 2026

Remuneration at a glance

Remuneration Policy objective

The Group’s Remuneration Policy seeks to ensure that the Company is able to attract, retain and motivate its Executive Directors and members

of the Executive Committee. The retention of key management and the alignment of management incentives to the Group’s purpose are the

key objectives of this Policy.

Alignment of remuneration purpose and strategy

Our purpose

GKP is a responsible energy company developing natural resources for the benefit of all our stakeholders, delivering social and economic

benefits by working safely and sustainably with integrity and respect.

Strategic priorities for 2026:

Relevant incentive metrics:

Safety, sustainability and security

§ Sustainability

§ Safety performance

§ Loss of containment

§ Audit finding closeout

§ Security

Operational performance

§ Production target

§ Digitalisation

§ Risk management

Value creation

§ Total sharehold er return

§ Field Development Plan

§ Gas Management Plan

§ Sales exports agreements/commercial matters

Financial

§ Direct capex including inventory

§ Direct Opex

§ Direct G&A

People, culture and values

§ Workforce development

§ Employee engagement

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

104

2025 remuneration outcomes

Implementation in 2025

CEO

CFO

2025 base salary

£498,200

£371,000

Benefits

Car allowance, private medical insurance, death-

in-service and income protection

Car allowance, private medical insurance, death-

in-service and income protection

Pensions

10% of salary

Annual bonus pay-out

£616,074 (123.66% of salary)

30% of the bonus is deferred for three years

and paid in shares

£380,386 (102.53% of salary)

30% of the bonus is deferred for three years and

paid in shares

LTIP award

200% of salary, vesting dependent on absolute

and relative TSR performance over three years

150% of salary, vesting dependent on absolute

and relative TSR performance over three years

Implementation in 2026

CEO

CFO

2026 base salary

£528,092 (+6%)

£404,390 (+9%)

Benefits

Car allowance, private medical insurance, death-

in-service and income protection

Car allowance, private medical insurance, death-

in-service and income protection

Pensions

10% of salary

Annual bonus

Maximum opportunity is 150% of salary.

Payments determined based on performance

against a range of KPIs.

Maximum opportunity is 120% of salary.

Payments determined based on performance

against a range of KPIs.

LTIP award

200% of salary, vesting dependent on absolute

and relative TSR performance over three years

150% of salary, vesting dependent on absolute

and relative TSR performance over three years

Part two: Directors’ Remuneration Policy

Introduction

Part two provides an overview of the Directors’ Remuneration Policy. It describes the elements of remuneration and summarises the approach

the Remuneration Committee will adopt in certain circumstances, such as the exercise of discretion, the recruitment of new Directors and the

making of any payments for loss of office.

Purpose and role of the Remuneration Committee

The Remuneration Committee determines and agrees with the Board the overall Remuneration Policy for the Executive Directors and Executive

Committee members. Within the terms of the agreed policy, key responsibilities of the Committee include:

§ determining and agreeing with the Board the framework and broad policy for the remuneration of the Company’s Executive Directors and

setting remuneration for the Non-Executive Chair of the Board, the Non-Executive Directors and the Executive Committee (being those

individuals considered to be Persons Discharging Managerial Responsibilities (“PDMR”);

§ when setting the Remuneration Policy, reviewing and having regard to remuneration and related policies across the Group and the wider

workforce, aligning incentives and rewards with culture and the overall strategy of the Company. When conducting its last major review

of the Remuneration Policy, the Committee considered simplicity, clarity, risk management, predictability and proportionality, as well as

alignment to culture, as part of the process;

§ reviewing the design of all share incentive plans for approval by the Board and shareholders. For any such plans, determining each year

whether awards will be made, and if so, the overall amount of such awards, the individual awards to the Executive Directors and members

of the Executive Committee and the performance targets to be used;

§ agreeing pension arrangements, service agreements and termination payments for Executive Directors and members of the Executive

Committee and ensuring that any termination payments are fair to the individual and the Company; and

§ overseeing any major changes in employee benefits structures throughout the Company and/or the Group and giving advice on any such

changes.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

105

The Remuneration Committee also reviews and approves overall remuneration levels for employees below the level of the Executive

Committee but does not set individual remuneration levels for such individuals. This oversight role allows the Committee to consider pay

policies and employment conditions throughout the Company when designing packages for the Executive Directors and other key employees,

and the alignment of incentives and rewards with culture. The Committee considers the general level of increases applied to basic pay across

the Company when reviewing Executive Directors’ base salaries.

The Remuneration Committee operates within written terms of reference agreed by the Board. These are reviewed periodically to ensure that

the Committee remains up to date with best practices appropriate to GKP, its strategy and the business and regulatory environment in which it

operates. Terms of reference are in place and reviewed annually, the latest version being in March 2026. They are available on the

Company’s website.

Remuneration Policy table

The Company’s Directors’ Remuneration Policy is described in the following table.

Remuneration

element

Link to

strategy

Operation

Opportunity

Remuneration Committee

discretion

Base salary

Essential to

attract and

retain key

executives.

Reviewed annually based on:

§ role, experience and

individual performance;

§ pay awards elsewhere in

the Group;

§ external market; and

§ general economic

environment.

Policy is to benchmark

to the relevant market

median.

Normally, salary

increases for Executive

Directors will be in line

with the average

employee increase.

The Committee retains discretion to:

§ select the appropriate market

comparator group; and

§ increase salaries above the

general employee average; in

general, this would be to reflect

significant additional

responsibilities.

Benefits

Helps attract

and retain

key

executives.

Directors may be entitled to a

car allowance, private medical

insurance, death-in-service

benefit and income protection

in line with the wider

workforce.

Benefit levels reflect

those typically available

to senior managers

within GKP.

If a Director is recruited from, or

required to move, overseas, the

Committee may provide additional

benefits tailored to the circumstances

(e.g. relocation expenses).

If additional benefits are introduced for

the wider workforce, the Committee

reserves the right to extend these to

Executive Directors on equivalent

terms.

Pension

Helps

executives

provide for

retirement

and aids

retention.

Up to 10% of salary; may be

provided as a cash allowance.

Pension allowances are not

included in base salary for

annual bonus or other

executive rewards.

10% of base salary for

Executive Directors,

aligned to rates

applicable to the UK

workforce.

The Committee may agree with an

Executive Director that the cash

allowance will be paid into a pension

arrangement at no additional cost.

Annual bonus

Rewards

achievement

of annual

key

performance

indicators.

Targets and weig htings are set

annually; performance is

measured over a single year.

Bonus awards are determined

after the year end based on

achievement of targets.

Clawback provisions apply.

Maximum bonus

opportunity is 150% of

annual salary for the

CEO and 120% for other

Executive Directors.

Target bonus is 50% of

maximum.

The Committee may, in exceptional

circumstances, change performance

measures and targets and their

respective weightings part way

through a performance year, if there is

a significant event which causes the

Committee to believe the original

measures, weightings and targets are

no longer appropriate.

Discretion may also be exercised if the

Committee believes the bonus

outcome is not a fair and accurate

reflection of business performance.

Safety is of central importance to the

business and the Committee may

reduce bonus awards if there is a

serious safety event.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

106

Remuneration

element

Link to

strategy

Operation

Opportunity

Remuneration Committee

discretion

LTIP

Incentivises

executives

to deliver

key financial

targets over

the longer

term, with

particular

focus on

shareholder

return.

Helps retain

key

executives.

Awards are usually granted

annually to participants, but

grants may be made at other

times, such as on recruitment

or promotion of an executive.

Awards are in the form of nil-

cost share options, nominal-

cost share options or

conditional shares. In special

circumstances they may be

cash-settled.

Awards normally vest after

three years to the extent that

performance targets can be

based on a combination of

share price, financial,

operational and strategic

metrics as determined by the

Committee. At least 60% of

the award will be based on

absolute and/or relative TSR.

A payment equal to the value

of dividends which would have

accrued on vested awards

may be made following the

release of awards to

participants, either in the form

of cash or as additional

shares.

It is the Company’s practice to

make awards under an LTIP to

all employees of the Company

as appropriate in a range of

values based on seniority.

Specific malus and

clawback provisions apply

(see page 107).

Once vested, the shares

received (net of tax) must be

held for at least a two

year

period before they can be sold

(subject to the shareholding

requirements).

When eligible, the

maximum value of the

shares subject to award

to the CEO is 200% of

annual salary and for the

CFO it is 150% of salary.

At threshold

performance up to 25%

of the award vests.

The Committee may, in exceptional

circumstances, change the

performance measures and targets

and their respective weightings part

way through a performance period, if

there is a significant event which

causes the Committee to believe the

original measures, weightings and

targets are no longer appropriate. The

new measures and targets will be no

more or less difficult than those they

replace.

Discretion may also be exercised if the

Committee believes the LTIP outcome

is not a fair and accurate reflection of

business performance.

Safety is of central importance to the

business and the Committee may

reduce or eliminate LTIP awards if

there is a serious safety event.

The Committee also has discretion in

determining when awards are granted,

the form of the award and those

eligible within the constraints of the

LTIP rules.

Shareholding

requirements

Aligns the

interests of

executives

and

shareholders

Formal requirements apply to

Executive Directors.

Participation in long-term

incentives may be scaled back

or withheld if the requirements

are not met or maintained.

At least 200% of salary

holding required for all

Executive Directors.

Post-exit: Executive

Directors are required to

retain the lower of actual

shares held and shares

equal to 200% of salary

for two years post-exit

The Committee has discretion to

change the shareholding requirements

– in particular where compassionate

circumstances apply.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

107

Malus and clawback

These provisions allow the Committee in certain circumstances (such as gross misconduct, a material misstatement of the Group financial

statements or decisions taken outside of the Group’s risk appetite) the discretion to:

§ reduce bonus pay-outs;

§ cancel entitlement of bonus;

§ prevent or reduce vesting of the LTIP; and/or

§ allow the Company to claim back up to 100% of an award which has vested/been paid.

Remuneration scenarios for Executive Directors based on policy

The charts below provide an illustration of the potential future reward opportunities for the CEO and CFO, and the potential split between the

different elements of remuneration under four different performance scenarios: ‘Minimum’, ‘On-target’, ‘Maximum’ and ‘Maximum (including

50% share price appreciation on long-term incentive awards)’.

Potential reward opportunities are based on GKP’s Remuneration Policy, applied to the 2025 base salaries and pension opportunities. The

annual bonus and LTIP are based on the maximum opportunities as set out under the Remuneration Policy. Please note the LTIP awards

granted in a year do not normally vest until the third anniversary of the date of grant and the projected values in the second and third scenarios

are based on the face value at award rather than vesting (i.e. the scenarios exclude the impact of any share price movement over the period).

The exception to this is the final scenario which, in line with the requirements of the Companies (Miscellaneous Reporting) Regulations 2018,

illustrates the maximum outcome assuming 50% share price appreciation for the purpose of LTIP value.

The ‘Minimum’ scenario reflects base salary, pension and benefits (i.e. fixed remuneration) which are the only elements of the executives’

remuneration packages not linked to performance.

The ‘On-target’ scenario reflects fixed remuneration as above, plus annual bonus pay-out of 50% of maximum (75% of salary for the CEO and

60% of salary for the CFO) and LTIP at 50% of maximum award (100% and 75% of salary for the CEO and CFO respectively).

The ‘Maximum’ scenario is shown on two bases: excluding and including the impact of share price appreciation on the value of LTIP outcomes.

In both cases, the scenario includes fixed remuneration and full pay-out of all incentives, with the final scenario also including the impact of a

50% increase in GKP’s share price on the value of the LTIP.

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/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

108

Executive Directors’ recruitment policy

Remuneration packages for future Executive Directors will be aligned to the Policy described, including a maximum annual bonus opportunity

of 150% of salary for the CEO and 120% of salary for any other Executive Director and an annual LTIP grant of up to 200% of salary for the

CEO and 150% of salary for the CFO or any other Executive Director. Relocation packages, if applicable, are assessed on their individual

merits. It is not the Company’s policy ordinarily to buy out executives from pre-existing incentive arrangements, but the Committee will consider

compensating a new Executive Director for the loss of incentives awarded by a previous employer, if it believes such compensation is warranted

taking into account the terms of the award forfeited. We seek to avoid paying more than necessary to secure a candidate and will have regard

to current remuneration policy, shareholder guidance and market practice when formulating remuneration for a new Executive Director.

Where an existing employee is promoted to the Board, the Policy described above will apply from the date of promotion, and there will be no

retrospective application. Existing remuneration, including incentives, will continue, even if inconsistent with the above Policy, until such time

as they expire or vest. Pension contributions from the date of promotion will be aligned with that of the wider workforce.

Terms of the Executive Directors’ service contracts

Executive Directors are engaged on rolling contracts, which provide for 12 months’ written notice of termination from the CEO and six months’

notice from other Executive Directors, with the same notice periods required from the Company.

In exceptional circumstances, the Committee may agree to a longer notice period initially, reducing to 12 or six months, as appropriate, after

one year.

Non-Executive Directors’ letters of appointment

Non-Executive Directors are engaged by letters of appointment terminable on one month’s written notice from either the individual or the

Company.

The Non-Executive Chair and Non-Executive Directors receive an annual fee paid in monthly instalments. The fee for the Non-Executive Chair

is set by the Remuneration Committee and the fees for the Non-Executive Directors are approved by the Board, on the recommendation of the

Non-Executive Chair and Executive Directors.

Fees are set at a level required to attract and retain individuals with the necessary experience to advise and assist with establishing the

Company’s strategy and monitoring its progress towards the successful implementation of that strategy. Fees are reviewed regularly to ensure

they keep pace with market practice and the demands of the role.

Reasonable expenses incurred by the Non-Executive Chair and the Non-Executive Directors in the performance of their duties (including travel

and accommodation benefits) may be reimbursed or paid for directly by the Company, as appropriate.

Each Non-Executive Director receives a basic fee. Additional fees are paid to the Non-Executive Chair of the Board and the Chairs of the Board

Committees. In the event that the Board requires the formation of an additional Board Committee, fees for the Chair (and, where relevant,

membership) of such Committee will be determined by the Board at the time. Non-Executive Directors do not participate in any of the

Company’s benefits or incentive plans.

Inspection of documents and re

election of Directors

Directors’ service contracts and appointment letters will be available for inspection prior to and during the 2026 AGM.

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/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

109

All Directors are required to stand for re-election annually in accordance with the Company’s Byelaws.

Termination payment policy

Any compensation payment made to an Executive Director for termination of employment will be determined with reference to the terms of the

individual’s service agreement and the rules of any incentive plan in which the individual is a participant. Those rules will differentiate between

‘good’ and ‘bad’ leavers. The Company’s default policy is summarised in the table below, with Committee discretion to determine an alternative

treatment as necessary:

Service contracts do not contain liquidated damages clauses. There is no provision in an Executive Director’s service agreement providing for

compensation for loss of office or employment that occurs because of a change of control. However, on a change in control the following will

normally happen:

§ any bonus will be paid, at the discretion of the Remuneration Committee, in cash on the date of the change of control. The amount paid

will be pro-rata and based on performance to date. The deferred element of any previous bonuses will become exercisable on a change

of control and will vest; and

§ the vesting of LTIP awards will be accelerated: the number of shares that vest will be determined by the Remuneration Committee taking

account of the Company’s performance since the grant date and the proportion of the normal vesting period which has elapsed.

The Remuneration Committee reserves the right to make additional payments, where such payments are made in good faith in discharge of

an existing legal obligation (or by way of damages for breach of such an obligation) or by way of settlement or compromise of any claim arising

in connection with the termination of an Executive Director’s office or employment.

When deciding on the amount of any payment for loss of office, the Remuneration Committee will seek to minimise the cost to the Company

to the extent permitted by the circumstances of the particular case.

Remuneration

element

Policy summary

Salary and benefits

A payment equivalent to monthly salary as if the executive had continued to be employed throughout the

contractual notice period. A lump sum may be paid in lieu of notice. Benefits will cease on termination of

employment.

The Committee will determine such mitigation as it considers fair and reasonable in the individual

circumstances.

Annual bonus

The Committee may make such payment as it deems appropriate taking into account the period up to the

date on which employment ceases and the level of performance achieved up to that date.

If the individual is deemed to be a ‘bad’ leaver (for example, if dismissed owing to misconduct), no bonus is

payable for the year in which their employment terminates.

LTIP

For ‘good’ leavers whose employment ceases owing to death, the award shall vest in full on the normal

vesting date, subject to the Committee’s assessment of performance to date.

For any other ‘good’ leavers as determined by the Remuneration Committee, awards shall vest in full on the

normal vesting date prorated for time served and based on the applicable performance conditions.

However, the Committee has discretion to accelerate vesting, for example in the case of ill health.

Awards granted to a ‘bad’ leaver lapse on cessation of employment.

External appointments

The Executive Directors may accept external appointments with the prior approval of the Board provided that such appointments do not

prejudice the individual’s ability to fulfil their duties to the Company and the Group, as a whole. Whether any related fees are retained by the

individual or remitted to the Company is considered on a case-by-case basis.

Considerations of shareholder views

When determining remuneration, the Remuneration Committee takes into account the guidelines of representative investor bodies, proxy

advisers and shareholder views. The Committee is always open to feedback from shareholders on remuneration policy and arrangements and

updates major shareholders on any changes.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

110

Part three: Annual report on remuneration

Introduction

This part of the report is subject to an advisory vote at the AGM on 19 June 2026. GKP’s auditor has reported on those sections (highlighted

below) which the Regulations require to be audited.

Remuneration Committee membership during 2025

The terms of reference of the Remuneration Committee, reviewed annually, are available on the Company’s website. As of 31 December 2025,

the Remuneration Committee comprised of four independent Non-Executive Directors:

§ Marianne Daryabegui (Chair);

§ Catherine Krajicek;

§ Wanda Mwaura; and

§ David Thomas.

The members had no personal financial interest in the decisions made by the Remuneration Committee. There were no conflicts of interest

arising from cross-directorships and no involvement in the Company’s day-to-day operations.

The Chair of the Committee may ask non-Committee members to attend meetings, including other Board members and members of the senior

management team, including the Chief Human Resources Officer. The Chief Legal Officer acts as Secretary to the Committee. No individuals

are involved in decisions relating to their own remuneration. Details of the Committee’s principal activities during the year ended 31 December

2025 and attendance of Committee members is included on page 101.

Advisers

The Remuneration Committee is informed of key developments and best practice in the field of remuneration and obtains advice from

independent external consultants, when required, on individual remuneration packages and executive remuneration practices in general. After

a competitive tender process, Mercer Limited (‘Mercer’) was appointed as remuneration consultant from January 2020 onwards.

Services provided to the Remuneration Committee by Mercer during 2025 included the provision of advice on the Company’s equity plans and

executive remuneration levels; corporate governance support and best practice advice to the Remuneration Committee on the drafting of the

Directors’ remuneration report; and other ad-hoc projects. Fees paid to Mercer for services provided to the Committee during the financial year

were £105,825. Mercer has no connections with the Company other than an agreement for the provision of market data for the wider workforce

and no personal relationships with individual Directors.

Mercer is a signatory to the Remuneration Consultants’ Code of Conduct (www.remunerationconsultantsgroup.com) which requires its

advice to be objective and impartial.

Alignment of remuneration to purpose and strategy

Our purpose

GKP is a responsible energy company developing natural resources for the benefit of all our stakeholders, delivering social and economic

benefits by working safely and sustainably with integrity and respect.

Strategic priorities for 2026:

Relevant incentive metrics:

Safety, sustainability and security

§ Sustainability

§ Safety performance

§ Loss of containment

§ Audit finding closeout

§ Security

Operational performance

§ Production target

§ Digitalisation

§ Risk management

Value creation

§ Total sharehold er return

§ Field Development Plan

§ Gas Management Plan

§ Sales exports agreements/commercial matters

Financial

§ Direct capex including inventory

§ Direct Opex

§ Direct G&A

People, culture and values

§ Workforce development

§ Employee engagement

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

111

Statement of shareholder voting

The following table shows the results of votes on the 2024 Directors’ remuneration report at the 2025 AGM held on 20 June 2025.

Votes for

Votes against

Total votes cast

(excluding

withheld)

Votes withheld

Directors’ remuneration report for year to 31 December 2024

94,003,942

(99.92%)

71,870

(0.08%)

94,075,812

17,758

2025 Remuneration Policy

93,997,527

(99.93%)

68,284

(0.07%)

94,065,811

27,726

Single total figure of remuneration table for the year (audited)

(1) LTIP is based on an estimate of the 2023 LTIP which is expected to vest at 45.8% based on performance to 28 February 2026. Amounts have been estimated

using the Q4 2025 average share price of £1.80 and include dividend equivalents of £0.299 per share that vests. Final vesting will be disclosed in the relevant

RNS and updated in the 2026 annual report.

(2) Wanda Mwaura’s fee is denominated in USD and is based on a weighted average GBP:USD exchange rate of 1.3108.

2024

Salary/fees

£’000

Pension

£’000

Benefits

£’000

Annual

bonus

£’000

Other

(1)

£’000

LTIP

(2)

£’000

Total

£’000

Total fixed

remuneration

£’000

Total variable

remuneration

£’000

Executive Directors

Jon Harris

470

466

470

710

2,221

575

1,646

Ian Weatherdon

(3)

271

176

—

344

843

323

520

Gabriel Papineau-Legris

(3)

183

150

142

559

213

346

Non-Executive Directors

Martin Angle

(3)

117

—

117

—

Marianne Daryabegui

(3)

—

Catherine Krajicek

(3)

—

David Thomas

112

—

112

—

Kimberley Wood

(3)

—

Wanda Mwaura

(4)

—

Julien Balkany

—

Total

1,382

792

612

1,108

4,081

1,569

2,512

(1) Amounts in this column reflect the retention award for Jon Harris, which was delivered 50% in cash and 50% in shares. Gabriel Papineau-Legris was awarded

a retention award prior to his appointment to the Board; the amount reflects the amount received prorated for the period of time he was a Director.

(2) LTIP is based on the final vesting of 2022 LTIP of 75%. Amounts have been calculated using a share price of £1.93 on 1 April 2025 and include dividend

equivalents of £0.856 per share that vests. Dividend equivalents for Jon Harris were delivered in 107,785 shares.

(3) Prorated to date of retirement/joining. Ian Weatherdon’s pay and benefits reflect time served as an Executive Director up to and including his last day of

employment (5 August 2024). Gabriel Papineau-Legris’ pay and benefits reflect the period 21 June 2024 to 31 December 2024 only, following his appointment

to an Executive Director role on 21 June 2024.

(4) Wanda Mwaura’s fee is denominated in USD and is based on a weighted average GBP:USD exchange rate of 1.2779.

2025

Salary/fees

£’000

Pension

£’000

Benefits

£’000

Annual

bonus

£’000

Other

£’000

LTIP

(1)

£’000

Total

£’000

Total fixed

remuneration

£’000

Total variable

remuneration

£’000

Executive Directors

Jon Harris

498

616

—

496

1,721

609

1,112

Gabriel Papineau-Legris

371

380

—

898

434

464

Non-Executive Directors

Marianne Daryabegui

—

Catherine Krajicek

—

David Thomas

185

—

185

—

Wanda Mwaura

(2)

—

Julien Balkany

—

Total

1,374

996

—

580

3,124

1,548

1,576

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

112

Historical CEO pay

2018

£’000

2019

£’000

2020

£’000

2021

£’000

2022

£’000

2023

£’000

2024

£’000

2025

£’000

Single figure remuneration

973

824

552

857

930

573

2,221

1,721

Bonus percentage of

maximum payable

76%

50%

81%

75%

79%

82%

Vested LTIP awards as

percentage of maximum

75%

46%

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

113

Percentage change in Director remuneration

The following table shows the percentage change in the remuneration of the Directors between the years ended 31 December 2020 and 31 December 2025 and the average percentage change

for the remuneration in the Group as a whole excluding the CEO.

2020

2021

2022

2023

2024

2025

Salary/

fees

Benefits

Annual

bonus

Salary/

fees

Benefits

Annual

bonus

Salary/

fees

Benefits

Annual

bonus

Salary/fees

Benefits

Annual

bonus

Salary/

fees

Benefits

Annual

bonus

Salary/

fees

Benefits

Annual

bonus

Executive Directors

Jon Harris

(1)

N/A

67%

38%

(100%)

100%

32%

Ian Weatherdon

(2)

N/A

60%

N/A

37%

(11%)

(100%)

10%

100%

N/A

Gabriel Papineau-

Legris

(3)

N/A

103%

53%

68%

Non-Executive Directors

Martin Angle

(4)

N/A

(11%)

N/A

(6%)

N/A

31%

N/A

Jaap Huijskes

(5)

N/A

(11%)

N/A

Garrett Soden

(6)

N/A

(14%)

N/A

David Thomas

N/A

(11%)

N/A

34%

N/A

65%

N/A

Kimberley Wood

(7)

N/A

(13%)

N/A

Wanda Mwaura

(8)

N/A

Julien Balkany

(9)

N/A

Marianne

Daryabegui

(10)

N/A

17%

N/A

Catherine

Krajicek

(11)

N/A

Group percentage

change

(12)

(23%)

57%

97%

22%

(15%)

221%

11%

12%

(1) Jon Harris joined the Company in January 2021.

(2) Ian Weatherdon resigned from the Board effective 21 June 2024.

(3) Gabriel Papineau-Legris joined the Board effective 21 June 2024. The comparison for 2025 is based on the part of the year for which he was a Director in 2024.

(4) Martin Angle passed away on 2 September 2024.

(5) Jaap Huijskes resigned from the Board effective 16 June 2023.

(6) Garrett Soden resigned from the Board effective 16 June 2023.

(7) Kimberley Wood resigned from the Board effective 21 June 2024.

(8) Wanda Mwaura joined the Board effective 1 July 2022.

(9) Julien Balkany joined the Board effective 3 July 2023.

(10) Marianne Daryabegui joined the Board effective 1 October 2024.

(11) Catherine Krajicek joined the Board effective 1 October 2024.

(12) The Group has been applied as the benchmark above given this is a more meaningful comparison than the Company.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

114

TSR performance

The following charts compare the change in value of a £100 investment in the Company and in both the FTSE 250 Index and the FTSE Oil &

Gas Producers Index. The TSR performance has been assessed from 1 January 2017 due to a major repricing which would distort the graph

below occurring in 2016 following the completion of a balance sheet restructuring:

Total shareholder return (“TSR”) from 1 January 2017 to 31 December 2025

Relative importance of spend on pay

2025

$’000

2024

$’000

Percentage

change

Total employee pay

(1)

49,176

45,447

10%

Profit after tax

15,134

7,158

111%

Gross operating costs

(2)

65,797

65,457

Shareholder distributions

(3)

49,846

45,020

11%

(1) Staff costs are shown gross before amounts recharged to operations.

(2) Gross operating costs are deemed to be a fair measure of the Company’s operational expenditure and are also reported as part of the non-IFRS measure of

gross operating costs per barrel in the Company’s financial statements.

(3) Shareholder distributions comprise payment of dividends.

Implementation of the Directors’ Remuneration Policy in 2025

Executive Directors’ base salary provision

Effective January 2025, the CEO received an increase in salary for 2025 of 6% to £498,200. The CFO received an increase in salary for 2025

of 6% to £371,000. The salary review budget for all other employees, including senior managers, was 6% of payroll for 2025.

Annual bonus plan (audited)

During 2025, GKP operated its annual executive performance bonus plan. The maximum bonus potential was 150% of base salary for the

CEO and 120% of base salary for the CFO, with performance assessed against a combination of KPIs.

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/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

115

2025 performance elements

26.2%

Safety, sustainability and security

20.1%

Value creation

37.6%

Financial

16.1%

People, culture, values

The following table describes the KPIs set for 2025.

Category

KPI

Results

Weighting

Score

Safety, sustainability and security

§ Sustainability

§ Safety

§ Security

26.2%

19.0%

Value creation

§ Pipeline export resumption

§ Operations excellence

20.1%

17.4%

Financial

§ Sales target

§ Direct capex including inventory

§ Direct Opex

§ Direct G&A

§ Resources

37.6%

30.1%

People, culture, values

§ Build workforce capability

§ Employee engagement and culture

16.1%

15.3%

Total

100.0%

81.8%

Overall outcome

Reflecting performance, Executive Directors received the following bonus awards for 2025:

Executive

Bonus award

% of base salary

% of maximum

CEO

£616,074

123.66%

82.44%

CFO

£380,386

102.53%

85.44%

2023 LTIP vesting (audited)

The 2023 awards under the 2014 LTIP are due to vest on 24 March 2026; performance has been estimated up to 28 February 2026 for the

three-year performance. The 2023 award is based on relative TSR (50%) and absolute TSR (50%). A summary of the estimated performance

outcome is detailed below:

Performance measure

Weighting

Threshold

performance

(25% vesting)

Maximum

performance

(100% vesting)

Performance

outcome

Vesting

outcome

Absolute TSR

50%

8% p.a. compound

12% p.a.

compound

7.5%

Nil

Relative TSR

50%

Median vs. peer

group

Upper quartile vs.

peer group

Between median

and upper quartile

91.6%

No. of shares

granted

in 2023

Estimated

vesting

Estimated

number

of shares

vesting

Estimated

value of

vesting

Estimated

value of

dividends at

29.88p per share

Estimated

total award

value

Estimated

value

attributable

to share price

growth

Jon Harris

515,351

45.8%

236,030

425,091

70,516

495,608

(5,429)

Ian Weatherdon

(1)

144,755

45.8%

66,297

119,402

19,807

139,209

(1,525)

Gabriel Papineau-Legris

(2)

87,220

45.8%

39,946

71,944

11,934

83,878

(919)

1) The values of performance share awards and vesting included in the table above for Ian Weatherdon are prorated reflecting the period to his retirement date

on 5 August 2024 as a proportion of the three-year performance period (total shares of 317,303).

2) The values of performance share awards and vesting included in the table above for Gabriel Papineau-Legris are prorated reflecting the period from 21 June

2024 as a proportion of the three-year performance period (total shares of 149,132), as shown in the single figure table on page 111.

Vesting has been estimated at 45.8% based on performance up to 28 February 2026. Performance is assessed using one-month average

returns up to the start and end of the performance period.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

116

Based on the assumptions above, the 2023 award is expected to vest at 45.8%. The actual level of vesting and any gains from increases in

the share price will be disclosed in next year’s Directors’ remuneration report.

2022 LTIP vesting (audited)

The 2022 awards under the 2014 LTIP vested on 1 April 2025. A summary of the final performance outcome is detailed below. (The 2024

annual report and accounts included an estimate of vesting and value.)

Performance measure

Weighting

Threshold

performance

(30% vesting)

Maximum

performance

(100% vesting)

Performance

outcome

Vesting

outcome

Absolute TSR

50%

8% p.a. compound

12% p.a.

compound

9.1% p.a.

49.9%

Relative TSR

50%

Median vs. peer

group

Upper quartile vs.

peer group

Above upper

quartile

100%

No. of shares

granted

in 2022

Vesting

Number

of shares

vesting

Value of

vesting at 193.0p

per share

Value of

dividends at

85.642p per

Total award

value

Value

attributable

to share price

growth

Jon Harris

339,768

75.0%

254,656

491,486

218,092

709,579

(168,073)

Ian Weatherdon

(1)

164,840

75.0%

123,555

238,462

105,815

344,277

(81,546)

Gabriel Papineau-Legris

(2)

25,674

75.0%

19,243

37,141

16,480

53,619

(12,700)

(1) The values of performance share awards and vesting included in the table above for Ian Weatherdon are prorated reflecting the period to his retirement date

on 5 August 2024 as a proportion of the three-year performance period (total shares of 210,811), as shown in the single figure table on page 111.

(2) The values of performance share awards and vesting included in the table above for Gabriel Papineau-Legris are prorated reflecting the period from 21 June

2024 as a proportion of the three-year performance period (total shares of 99,081), as shown in the single figure table on page 111.

Pension provision for Executive Directors (audited)

In lieu of a pension provision, both the CEO and CFO received a taxable cash allowance equivalent to 10% of base salary which is in line with

the workforce.

Benefits (audited)

Benefits received by the CEO and CFO included car allowance, private medical insurance, death-in-service and income protection insurance

totalling £60,841 and £26,143 respectively.

LTIP awards granted in 2025 (audited)

The CEO and CFO received awards of 513,873 and 287,003 shares respectively, equivalent to 200% and 150% of salary each, on 1 April

2025. The awards are subject to both absolute and relative total shareholder return (“TSR”) targets being met over a period of three years,

each measure having a 50% weighting.

The relative TSR peer group for the 2025 LTIP is:

BW Energy

EnQuest

Kosmos Energy

Pharos Energy

Capricorn Energy

FTSE 350 Integrated Oil and

Gas

Maurel & Prom

ShaMaran Petroleum

Dana Gas

Genel Energy

Meren Energy

Tullow Oil

DNO

Harbour Energy

Panoro Energy ASA

Vaalco

Energean Oil & Gas

International Petroleum

Petrotal Corp

Other payments to past Directors and for loss of office (audited)

Details of Ian Weatherdon’s payments were disclosed in the 2024 annual report. The only payments made to Ian Weatherdon in 2025 were

the vesting of his Deferred Bonus Plan and his long-term incentives which are detailed on page 116.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

117

Statement of Directors’ shareholdings and share interests (audited)

Executive Directors are required to build and maintain a shareholding in the Company of at least 200% of salary within five years of

appointment. The net value of vested but unexercised share awards are included for this purpose and individuals have five years in which to

acquire the required levels. Participation in long-term incentive schemes may be scaled back or withheld if the requirements are not met or

maintained. The Remuneration Policy set out on pages 104 to 109 includes post-exit guidelines.

Directors’ shareholdings and share interests as at 31 December 2025 were as follows:

Shareholding

requirement

as a

% of salary

Beneficially

owned

Vested but

unexercised

scheme

interests

Unvested

scheme

interests

subject

performance

conditions

Unvested

scheme

interests not

subject to

performance

conditions

Total

conditional

and

unconditional

interest in

Executive Directors

Jon Harris

200%

351,724

—

1,668,245

135,547

2,155,516

Gabriel Papineau-Legris

200%

480,923

—

793,035

21,801

1,295,759

Non-Executive Directors

David Thomas

—

Wanda Mwaura

—

Julien Balkany

—

50,000

—

50,000

Marianne Daryabegui

—

Catherine Krajicek

—

Total

—

882,647

—

2,461,280

(1)

157,348

(2)

3,501,275

(1) Includes shares issued under the 2023, 2024 and 2025 LTIP awards.

(2) Shares equivalent to 30% of the 2023 and 2025 bonus.

Implementation of the Directors’ Remuneration Policy in 2026

Base salaries and benefits

In light of the current business context and the detailed remuneration benchmarking review, the Remuneration Committee decided to award

the CEO an increase in salary of 6%, which is in line with the salary review budget for other employees. The CFO was awarded an increase

of 9% due to their initial appointment salary being set below the prevailing market rate for the role. Therefore, this adjustment aligns them

better with the market.

Annual bonus

Payments under the executive annual bonus scheme will be determined based on performance against a range of KPIs.

Historically, the same Company KPIs have been used for both the executive and employee bonus plans for which all Company employees are

eligible. For 2026, we will again run the plans consistently and operate on the principle that Executive Directors will be treated no more

favourably than other employees.

The scorecard that will be used is as follows. Targets are commercially sensitive and will be disclosed in the 2026 annual report and accounts.

Category

KPI

Weighting

Safety, sustainability and security

Sustainability

Safety performance

Loss of containment

Audit finding closeout

Security

20%

Operational performance

Production target

Digitalisation

Risk management

30%

Value creation

Total shareholder return

Field Development Plan

Gas Management Plan

Sales exports agreements/commercial matters

25%

Financial

Direct capex including inventory

Direct Opex

Direct G&A

15%

People, culture, values

Workforce development

Employee engagement

10%

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

118

LTIP

The CEO will be eligible to receive an LTIP grant of up to 200% of base salary and the CFO will be eligible to receive an LTIP grant of up to

150% of base salary, which will be granted in April 2026. The following three-year TSR performance conditions are expected to be attached to

the vesting of the award.

Performance measure

Weighting

Threshold performance

(25% vesting)

Maximum performance

(100% vesting)

Absolute TSR

50%

8% p.a. compound

12% p.a. compound

Relative TSR

50%

Median vs. peer group

Upper quartile vs. peer group

Linear interpolation will be used for performance between threshold and maximum. There will be no payment for the relevant tranche where

performance is below threshold.

Relative TSR will be compared to that achieved over the same period against listed companies selected by the Remuneration Committee on

the basis of their relevance and comparability. For the 2026 LTIP, the peer group will remain the same as the 2025 LTIP peer group.

The Remuneration Committee has the discretion to review vesting outcomes to ensure a fair reflection of performance. In making this

assessment, the Committee will consider, amongst other factors, the underlying performance of the Company over the period including

operational milestones, production levels, safety, individual performance and the broader experience of stakeholders over the period.

Non-Executive Directors

The Chair and Non-Executive Director fees increased in line with the CEO and the wider workforce by 6% for 2026. For 2026 the Chair fee is

£196,630, the Non-Executive Director base fee is £71,910 and the fees for Senior Independent Director and Committee Chair have increased

to £11,236.

This Directors’ remuneration report was approved by the Board on 18 March 2026 and signed on its behalf by:

Marianne Daryabegui

Chair of the Remuneration Committee

18 March 2026

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

119

Directors’ report

The Directors are pleased to present their report on the affairs of the Company, together with the consolidated financial statements of the

Company and auditor’s report, for the year ended 31 December 2025. A review of the business is set out in the preceding sections of this

annual report and accounts, including the Chair’s statement, Chief Executive Officer’s review and Financial review, which are incorporated into

this report by reference. The Corporate governance report also forms part of this report.

Results and dividends

The Company’s financial results for the year ended 31 December 2025 are set out in the consolidated financial statements.

The Company made a profit after taxation for the year of $15.1 million (2024: $7.2 million). During 2025, dividends of $50 million were paid in

total with $25 million tranches paid in April and September in line with the Company’s announced approach of semi-annual capital allocation

reviews around the full-year and half-year results.

Gulf Keystone remains committed to returning excess cash to shareholders via dividends and/or share buybacks, subject to the liquidity needs

of the business and the operating environment. In October 2024, the Company set out a framework for shareholder distributions to enable

investors to better evaluate the prospect of future returns in a local sales environment.

In summary, the Board will review the Company’s capacity to declare an interim dividend on a semi-annual basis around the time of the full-

year results and half-year results and will consider share buybacks on an opportunistic basis throughout the year. Distribution capacity will be

determined with reference to the Company’s operating environment and liquidity needs. Following the reopening of the export pipeline and

upon the signing of longer- term export agreements underpinning the return to sales at international prices, the Board of Directors plans to

review the Company's approach to distributions subject to consistent exports payments and the expected reconciliation to full PSC entitlement

at international prices.

In line with this framework, the Company was pleased to announce the declaration of a $12.5 million interim dividend alongside the 2025 full-

year results (see the Financial review on page 13 for further detail).

Capital structure

Full details of the authorised and issued share capital, together with movements in the Company’s issued share capital during the year, are

shown in note 18 to the consolidated financial statements. The business is financed by means of internally generated cash flow and, as

appropriate, debt and external share capital.

On 18 February 2026, the Company announced the commencement of trading on Euronext Growth Oslo operated by the Oslo Stock Exchange,

in addition to the existing listing on the Main Market for listed securities of the London Stock Exchange. A total of 538,087 new common shares

were issued in connection with the Oslo listing but otherwise there was no change to the underlying capital structure.

Share rights and restrictions

There are no specific restrictions on the size of a holding or on the transfer of common shares, both of which are governed by the general

provisions of the Company’s Byelaws and prevailing legislation. The Directors are not aware of any agreements between holders of the

Company’s common shares that may result in restrictions on the transfer of securities or on voting rights. No person has any special rights of

control over the Company’s share capital and all issued common shares are fully paid.

Details of the employee share schemes are set out in note 21 to the consolidated financial statements and details of the Directors’ awards are

included in the Remuneration Committee report.

Voting rights and Byelaw amendments

The Company’s Byelaws may only be revoked or amended by the shareholders of the Company by a resolution passed by a majority of not

less than three-quarters of such shareholders as vote in person or, where proxies are allowed, by proxy at a general meeting.

Resolutions put to the vote of any general meeting are decided on a show of hands unless a poll is demanded in accordance with the Company’s

Byelaws.

The Company’s Byelaws are available on the Company’s website at www.gulfkeystone.com.

Directors

With regard to the appointment and replacement of Directors, the Company is governed by its Byelaws, the Companies Act (Bermuda) and

related legislation. All of the Directors are required to stand for re-election by the shareholders each year at the AGM.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

120

Directors’ indemnities

The Company has made qualifying third-party indemnity provisions for the benefit of its Directors during the year and these remain in force at

the date of this report.

Directors’ interests in shares

Details of Directors’ interests in the Company’s shares are set out in the Directors’ remuneration report on pages 101 to 118. The Employee

Benefit Trust (“EBT”) held 0.1 million common shares at 31 December 2025 (2024: 0.3 million).

Significant shareholdings

As at 30 January 2026, being the date of the most recent analysis of the Company’s share register, the Company discloses the following

significant shareholdings:

Shareholder

Number of

common

Percentage of

issued shared

capital

Lansdowne Partners Austria GmbH

32,549,217

15.00

Stichting ValuePartners Family Office

(1)

25,981,522

11.97

Interactive Investor

17,089,831

7.88

Hargreaves Lansdown Stockbrokers Ltd.

14,202,533

6.54

Mr Gertjan Koomen

9,311,152

4.29

Barclays Stockbrokers

8,552,810

3.94

Halifax Stockbrokers

7,466,081

3.44

Dimensional Fund Advisors LP

7,432,188

3.42

A J Bell Securities Ltd.

5,488,234

2.53

One Fin Capital Management LP

4,900,000

2.26

(1) Including funds administratively managed by Stichting ValuePartners Family Office.

The Company’s share register analysis was provided by Investor Insight, based on information available at the time of publication.

Political donations

No political donations were made and no political expenditure was incurred during the year.

Employee and stakeholder engagement

Details of the Company’s engagement with employees and external stakeholders are described in the Sustainability report on pages 29 to 47

and in our Stakeholder engagement report and Section 172 statement on pages 25 to 28.

Going concern

The Group’s business activities, together with the factors likely to affect its future development, performance and position, are set out in the

Chair’s statement, the Chief Executive Officer’s review and the Management of principal risks and uncertainties. The financial position of the

Group at the year end, together with its cash flows and liquidity position, is presented in the Financial review.

As at 18 March 2026, the Group had $89.1 million of cash and no debt. The Group continues to monitor and manage its liquidity closely. Cash

forecasts are updated regularly, and sensitivities are run for different scenarios reflecting the latest operational and commercial outlook,

including revenue receipts under interim export arrangements, the timing of the return to full Production Sharing Contract (“PSC”) entitlement

and expenditure phasing. The Group remains focused on taking appropriate actions to preserve its liquidity position.

On 28 February 2026, the Shaikan Field was shut-in as a safety precaution following the strikes by the US and Israel on Iran and the subsequent

retaliatory strikes in the Middle East, including in the Kurdistan. Production remains shut-in at the date of this report and the Company is taking

all reasonable steps to maintain security and safeguarding the value of the asset during this time. .There has been no damage to the Group’s

assets, and appropriate steps were taken to protect staff. The Company is monitoring for an opportunity to safely and quickly restart production

with an improvement in the security environment.

The Group’s liquidity position has remained stable up to the date of this report, supported by the resumption of export sales in late 2025. Prior

to the precautionary shut-in on 28 February 2026, regular liftings and associated payments continued under the interim agreements. While

production is currently shut-in, the interim export arrangements remain in place until 31 March 2026. The Group expects that these

arrangements will be extended. A review by an independent consultant of International Oil Companies’ invoices and contractual cost structures

is underway to support reconciliation to full PSC entitlement (see note 13).

Export sales are currently impacted by the precautionary shut-in of the Shaikan field. The key uncertainties relevant to the going concern

assessment include:

§ Geopolitical and security environment: the duration and impact of the ongoing conflict in the wider Middle East region is difficult to predict;

§ Continuation of interim export arrangements: the renewal of agreements beyond 31 March 2026, and the regularity and timing of export

receipts;

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

121

§ PSC entitlement reconciliation: completion of the consultant-led review and timing of transition to full entitlement pricing; and

§ Outstanding commercial matters – progression of discussions with the MNR regarding arrears, cost audit, PSC amendments and

associated commercial issues.

The Directors have considered a range of sensitivities, including an extension of interim export arrangements, delays to returning to full PSC

entitlement and prolonged delays to production restart due to the conflict in the wider Middle East region. Across these sensitivities, the Group

retains the ability to implement mitigating actions, including the deferral of discretionary expenditure and the phasing of activity, to preserve

liquidity while maintaining safe operations and the ability to promptly restart production.

As explained in note 14, although the Group has recognised current liabilities payable to the KRG, these are not expected to be cash settled.

Overall, the Group’s forecasts, taking into account the applicable risks, scenario testing and available mitigating actions, indicate that the Group

has sufficient financial resources for the 12-month period from the date of approval of the 2025 annual report and accounts. Based on this

analysis, the Directors have a reasonable expectation that the Group has adequate resources to continue to operate for the foreseeable future.

Accordingly, the going concern basis of accounting continues to be adopted for the preparation of these consolidated financial statements.

Significant agreements – change of control

There are a number of agreements that take effect, alter or terminate upon a change of control of the Group, including the Shaikan PSC and

employee share plans. The Directors are not aware of any agreements between the Group and its Directors or employees that provide for

compensation for loss of office or employment that occurs because of a takeover bid.

Auditor

Each of the persons who is a Director at the date of approval of this annual report and accounts confirms that:

§ so far as the Director is aware, there is no relevant audit information of which the Group’s auditor is unaware; and

§ the Director has taken all the steps that he/she ought to have taken as a Director in order to make himself/herself aware of any relevant

audit information and to establish that the Group’s auditor is aware of that information.

On behalf of the Board

Jon Harris

Chief Executive Officer

18 March 2026

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

122

Directors’ responsibilities statement

The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required to prepare

the Group financial statements in accordance with UK-adopted International Accounting Standards (“IAS”). Under company law the Directors

must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of

the profit or loss for the Group for that period. Under IAS 1 the Directors must not approve the accounts unless they are satisfied that they give

a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period. In preparing these financial

statements, International Accounting Standard 1 requires that Directors:

§ properly select and apply accounting policies;

§ present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable

information;

§ provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the

impact of particular transactions, other events and conditions on the entity’s financial position and financial performance; and

§ make an assessment of the Group’s ability to continue as a going concern.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions

and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements

comply with the Bermuda Companies Act 1981. They are also responsible for safeguarding the assets of the Company and hence for taking

reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website.

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other

jurisdictions.

Directors’ responsibility statement

We confirm that to the best of our knowledge:

§ the financial statements, prepared in accordance with United Kingdom adopted International Accounting Standards, give a true and fair

view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken

as a whole;

§ the Strategic report includes a fair review of the development and performance of the business and the position of the Company and the

undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they

face; and

§ the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary

for shareholders to assess the Group’s position and performance, business model and strategy.

This responsibility statement was approved by the Board of Directors on 18 March 2026 and is signed on its behalf by:

Jon Harris

Chief Executive Officer

18 March 2026

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

123

Independent auditor’s report

to the members of Gulf Keystone Petroleum Limited

Report on the audit of the financial statements

Opinion

In our opinion:

§ the financial statements give a true and fair view of the state of the Group’s affairs as at 31 December 2025 and of the Group’s profit and

the Group’s cash flows for the year then ended;

§ the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards; and

§ the financial statements have been prepared in accordance with the requirements of the Bermuda Companies Act 1981.

We have audited the financial statements of Gulf Keystone Petroleum Limited (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the

year ended 31 December 2025 which comprise of the following:

Consolidated income statement

Consolidated statement of comprehensive income

Consolidated balance sheet

Consolidated statement of changes in equity

Consolidated cash flow statement

Notes 1 to 25 to the consolidated financial statements

Material accounting policy information

The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK adopted

international accounting standards.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. 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 believe

that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remain independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in

the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities

in accordance with these requirements. The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group and

we remain independent of the Group in conducting our audit.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of

the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group’s ability to continue to adopt the going concern

basis of accounting included:

§ Obtaining the Directors’ cash flow forecasts, challenging and assessing the underlying assumptions (including the timing for payment of

cash receipts from the expected export sales, oil prices, export sales volumes, production levels, operating and development costs) which

have been approved by the Board focussing on the appropriateness of estimates with reference to empirical data and external evidence,

where possible;

§ Considering the implications of any events described in going concern assumptions on liquidity headroom and assessing the sensitivities

and reverse stress testing analysis run by the Directors;

§ Considering the implications of the 2026 ongoing Iran war on the going concern of the Group;

§ Evaluating the Directors’ plans for potential mitigating actions in relation to the going concern assessment including, temporary cession

of operations, deferring planned capital expenditures, reducing operating and general and administrative expenses, including whether

such plans are feasible in the circumstances; and

§ Assessing the adequacy and the appropriateness of the going concern disclosures in the financial statements.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

124

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or

collectively, may cast significant doubt on the Group’s ability to continue as a going concern for a period of at least twelve months from when

the financial statements are authorised for issue. However, because not all future events or conditions can be predicted, this statement is not

a guarantee as to the Group’s ability to continue as a going concern.

In relation to the Group’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention

to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt the going

concern basis of accounting in preparing the financial statements.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Overview

Key audit matters

2025

2024

Export sales revenue recognition

√

Recoverability of receivables & expected credit loss

√

Carrying value of oil and gas assets

√

Carrying value of oil and gas assets, is no longer considered to be a key audit matter because

of mainly the opening of the export sales pipeline which was previously halted for two and a

half years.

Materiality

Group financial statements as a whole

$7.7m (2024: $8.0m) based on 1.2% (2024: 1.2%) of total assets.

An overview of the scope of our audit

Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial reporting framework

and the Group’s system of internal control. We identified and assessed the risks of material misstatement of the Group financial statements

including with respect to the consolidation process. We then applied professional judgement to focus our audit procedures on the areas that

posed the greatest risks to the group financial statements. We continually assessed risks throughout our audit, revising the risks where

necessary, with the aim of reducing the group risk of material misstatement to an acceptable level, in order to provide a basis for our opinion.

Components in scope

The Group consists of three entities. As part of performing our Group audit, we have determined the components in scope as follows: Gulf

Keystone Petroleum Limited (the Parent Company), Gulf Keystone Petroleum International Limited and Gulf Keystone Petroleum (UK) Limited.

For components in scope, we used a combination of risk assessment procedures and further audit procedures to obtain sufficient appropriate

evidence. These further audit procedures included:

§ procedures on the entire financial information of the component, including performing substantive procedures;

§ procedures on one or more classes of transactions, account balances or disclosures.

Procedures performed at the component level

We performed procedures to respond to group risks of material misstatement at the component level that included the following:

Component

Component Name

Group Audit Scope

Gulf Keystone Petroleum Limited

Procedures on one or more classes of transactions, account balances or

disclosures

Gulf Keystone Petroleum

International Limited

Procedures on the entire financial information of the component

Gulf Keystone Petroleum (UK)

Limited

Procedures on one or more classes of transactions, account balances or

disclosures

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

125

The Group engagement team has performed all procedures directly with exception of the specified audit procedures relating to the physical

inventory count which was performed by component auditors.

Procedures performed centrally

We considered there to be a high degree of centralisation of financial reporting, commonality of controls and similarity of the Group’s activities

and business lines in relation to all financial statement balances. We therefore designed and performed procedures centrally for all areas.

The group operates a centralised IT function that supports IT processes for certain components. This IT function is subject to specified risk-

focused audit procedures, predominantly the testing of the design and implementation of the relevant IT general controls and IT application

controls.

Locations

Gulf Keystone Petroleum Limited Group’s operations are spread between London (UK) and Erbil (Kurdistan Region of Iraq). In the current

year, we visited the corporate office in London and the operations in Erbil as part of the Shaikan field tour. In addition, our teams worked

remotely, holding calls and video conferences with the Group, and with digital information obtained from the Group.

Working with other auditors

As Group auditor, we determined the components at which audit work was performed, together with the resources needed to perform this work.

These resources included component auditors, who formed part of the group engagement team. As Group auditor we are solely responsible

for expressing an opinion on the financial statements.

In working with these component auditors, we held discussions with component audit teams on the significant areas of the group audit relevant

to the components based on our assessment of the group risks of material misstatement. We issued our group audit instructions to component

auditors on the nature and extent of their participation and role in the group audit, and on the group risks of material misstatement.

We directed, supervised and reviewed the component auditors’ work. This included holding meetings and calls during various phases of the

audit and reviewing component auditor documentation remotely and evaluating the appropriateness of the audit procedures performed and

the results thereof.

How Climate change affected the scope of our audit

Our work on the assessment of potential impacts of climate-related risks on the Group’s operations and financial statements included:

§ Enquiries and challenge of management and Audit & Risk Committee to understand the actions they have taken to identify climate-related

risks and their potential impacts on the financial statements and adequately disclose climate-related risks within the annual report;

§ Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate change affects this

particular sector;

§ Involvement of climate-related experts in evaluating our risk assessment and review of the TCFD disclosures; and

§ Review of the minutes of Board and Audit & Risk committee meeting and other papers related to climate change and performed a risk

assessment as to how the impact of the Group’s climate-related initiatives as set out in Group’s TCFD disclosures within the Strategic

Report may affect the financial statements and our audit.

We challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives have been reflected,

where appropriate, in the Directors’ going concern assessment and viability assessment and in management’s judgements and estimates in

relation to the carrying value of oil and gas assets.

We also assessed the consistency of management’s disclosures included as ‘Other Information’ on pages 48 to 55 within the financial

statements and with our knowledge obtained from the audit.

The management disclosures on pages 48 to 55 form part of the “Other Information,” rather than the audited financial statements. Our

responsibilities in relation to the “Other Information” are described in the relevant section of this report and our procedures on these disclosures

therefore consisted solely of considering whether they are materially inconsistent with the financial statements or our knowledge obtained from

the audit or otherwise appear to be materially misstated.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of

the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified,

including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of

the engagement team. 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.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

126

Key audit matter

How the scope of our audit responded to the risk

Export sales

revenue

recognition

(refer to material

accounting policy

information and

note 2)

On 27 September 2025, the group

signed interim sales contracts with

various parties to the contracts namely

the Ministry of Natural Resources

(MNR), State Organization for

Marketing of Oil (SOMO) and the

Marketer, and resumed its export

sales.

Revenue totalling $54.5 million (2024:

nil) has been recognised during the

year, being comprised of oil sales via

export pipeline.

Due to the nature of the new signed

contracts, involving various parties,

the key judgements in relation to

revenue recognition are:

§ Determination of the customer;

§ The point of revenue recognition;

§ The treatment of price variability;

§ The treatment of the marketing

fees payable to the marketer; and

§ The amount of revenue

recognised for the oil sales,

considering the treatment of the

cost oil recovery mechanism.

Given the estimation and judgement

involved in the new export sales

revenue recognition, including the

related disclosures, we consider this to

be a key audit matter.

We have performed the following procedures:

§ We obtained and reviewed management assessment of the 5-

step revenue recognition in accordance with the requirements

of IFRS 15. We challenged management on the judgements

applied to the treatment of the contracts which included

judgements on determination of the customer, judgements over

point of revenue recognition, judgement over contract pricing

and judgement over price variability among others;

§ We reviewed all new sales agreements and terms with material

customers to assess the appropriateness and application of the

revenue recognition policy with specific consideration of the

point at which control passes per the agreements and the basis

for quality and price estimates against supporting evidence;

§ We reviewed Board minutes and made inquiries of

management to confirm the completeness of the revenue

contracts;

§ We engaged an external legal advisor as an expert to support

on the challenge of key management judgements and

estimates;

§ We considered appropriateness of management’s treatment of

the provisional and final pricing clauses for open sales against

the relevant accounting standards;

§ We challenged the oil prices used in management calculations

using independent market data and assessed the impact on

revenue and receivables;

§ We performed cut off procedures for sales around year end to

confirm the date control passed under the terms of sale and

when the performance obligation was satisfied;

§ We verified 100% revenues to supporting documentation such

as signed delivery reports (including verification of signatures

by all the parties), invoices issued, acceptance of invoices by

the Ministry of Natural Resources, reconciliation statements

with the Ministry of Natural Resources and other relevant

support;

§ We recalculated the expected monthly revenue entitlement

based on the terms of the profit-sharing agreement and

volumes lifted per delivery reports to confirm the accuracy of

the revenue recorded; and

§ We assessed the adequacy and the appropriateness of the

revenue disclosures in the financial statements, including

disclosure of key assumptions and judgements.

Key observations:

Based on our analysis, we have not identified any issues relating to

the appropriateness of the revenue recognised and relevant

disclosures

Key audit matter

How the scope of our audit responded to the risk

Recoverability

of receivables &

expected credit

loss (ECL)

(refer to material

accounting policy

information and

note 13)

As at 31 December 2025, the Group

has the following past due gross trade

receivables:

§ $142.7 million (2024: $171.0

million) due from the Kurdistan

Regional Government (KRG),

and related ECL of $8.4 million

(2024: $16.2 million), and

We have performed the following procedures:

§ Evaluated management’s assessment of recoverability of

receivables and considered the assessment against publicly

available information;

§ Challenged management’s assessment of recoverability

through inquiry and discussion;

§ Assessed the appropriateness of management’s treatment of

the gross trade receivable amounts including challenging the

appropriateness of the cost oil recovery amounts and their

interaction with debtors balances;

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

127

§ $64.8 million (2024: nil) relating

to the 2025 export sales, and

related ECL of $0.4 million (2024:

nil).

There has been a delay in settlement

of outstanding past due receivables

from the KRG. At the year end, no

amounts had been received in respect

of October 2022 to March 2023 oil

deliveries, however the balance of this

receivable decreased for the cost oil

component rebilled and exchanged to

trade receivables from the 2025 export

sales.

For the 2025 export sales, the

receivable relates to oil lifted by the

final buyer at year end for which full

payments were yet to be received and

unlifted oil balances.

Due to the significant judgement and

estimation involved in the assessment

of recoverability of receivables, the

valuation of the expected credit loss

(“ECL”) and the appropriateness of the

assumptions used notably the timing

of payments, assessment of the

counterparty for export sales,

probability of default and loss given

default, we consider this to be a key

audit matter including the related

disclosures.

§ Assessed whether the accounting treatment had been applied

in line with the requirements of IFRS 9;

§ Evaluated management’s ECL assessment and challenged the

assumptions used in the calculation, such as judgment over the

counterparty for export sales, and timing of repayment receipts

through inquiry and discussion and by setting our own

expectations;

§ Involved our internal valuations experts to help us to assess the

appropriateness of methodology and economic parameters

applied such as probability of default rate and loss given default

through benchmarking of the assumptions employed against

market based rates of defaults, and recalculating the provision;

§ We engaged an external legal advisor as an expert to support

on the challenge of key management judgements and

estimates;

§ Considered if the assumptions applied by management in the

model, including recovery of the cost oil component of the trade

receivables balance via the settlement with the future export

sales and timing of the cash receipts, are reasonable and

appropriate based on the audit team’s understanding,

§ Considered if the judgements on cost oil recovery are

consistent with assessments performed elsewhere (Going

Concern and Impairment); and

§ Assessed the adequacy and the appropriateness of the

receivable’s disclosures in the financial statements, including

key assumptions in judgement and estimation and sensitivity of

the ECL to reasonable changes in such assumptions to check

they were in accordance with the requirements of the relevant

accounting standard.

Key observations:

Based on our analysis, we have not identified any issues relating to

the appropriateness of the ECL model applied and relevant

disclosures including the amounts reported thereof.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

128

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider

materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that

are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level,

performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be

evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence,

when evaluating their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:

Group financial statements

2025

2024

Materiality

7.7

8.0

Basis for determining materiality

1.2% of total assets

Rationale for the benchmark applied

We consider an asset-based measure to be the most appropriate due to

profitability being unstable as export oil sales were suspended for a period of

time, before they resumed late in September 2025, making the continued

value of the Group’s assets of key importance to a user of the financial

statements. The input factor remained at 1.2% consistent with prior year.

Performance materiality

4.8

5.2

Basis for determining performance materiality

62.5%

65%

Rationale for the percentage applied for

performance materiality

In setting performance materiality we considered the nature of activities, the

expected total value of known and likely misstatements.

Component performance materiality

For the purposes of our Group audit opinion, we set performance materiality for each component of the Group based on a percentage of

between 10% and 95% (2024: 4% and 96%) of Group performance materiality dependent on a number of factors including the size, reporting

requirements, aggregation risk and our assessment of the risk of material misstatement of those components. Component performance

materiality ranged from $471,000 to $4,590,000 (2024: $232,000 to $4,324,400).

Reporting threshold

We agreed with the Audit & Risk Committee that we would report to them all individual audit differences in excess of $310.000 (2024: $160.000).

We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.

Other information

The Directors are responsible for the other information. The other information comprises the information included in the Annual Report and

accounts other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other

information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the

financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such

material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement

in the financial statements themselves. 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.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

129

Corporate governance statement

We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance

Statement relating to the Parent Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance

Statement is materially consistent with the financial statements, or our knowledge obtained during the audit.

Going concern

and longer-term

viability

§ The Directors' statement with regards to the appropriateness of adopting the going concern basis of accounting

and any material uncertainties identified set out on pages 120 and 121;

§ The Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment covers

and why the period is appropriate set out on pages 71 and 72; and

§ The Directors’ statement on whether they have a reasonable expectation that the Group will be able to continue

in operation and meet its liabilities set out on page 72.

Other Code

provisions

§ Directors' statement on fair, balanced and understandable set out on page 122;

§ Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on

page 57;

§ The section of the annual report that describes the review of effectiveness of risk management and internal control

systems set out on page 56; and

§ The section describing the work of the Audit & Risk Committee set out on pages 91 to 96.

Responsibilities of Directors

As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the financial statements

and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine 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, the Directors are responsible for assessing 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 the Directors either intend to liquidate

the Group or to cease operations, or have 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 (UK) 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.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Parent

Company and management.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities,

outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable

of detecting irregularities, including fraud is detailed below:

Non-compliance with laws and regulations

Based on:

§ Our understanding of the Group and the industry in which it operates;

§ Discussion with management, members of the Board, Audit & Risk Committee and in-house legal counsel;

§ Obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and regulations; and

§ Our understanding of the legal and regulatory frameworks that are applicable to the Group.

We considered the significant laws and regulations to be the applicable accounting framework (UK adopted international accounting standards),

Bermuda Companies Act 1981, the UK tax legislation and the UK Listing Rules.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

130

The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or

disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be

the health and safety legislation, licensing and environmental regulations in both Kurdistan and Iraq.

Our procedures in respect of the above included:

§ Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;

§ Review of financial statement disclosures and agreeing to supporting documentation;

§ Review of consultancy expenditure accounts to understand the nature of expenditure incurred;

§ Reviewing the licences to assess the extent to which the Group was in compliance with the conditions of the licence and considering

Directors’ assessment of the impact of instances of non-compliance where applicable; and

§ Consideration of the potential implications of the Iraqi Supreme Court ruling and the Iraq Turkey Pipeline Arbitration ruling.

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:

§ Enquiry with management, members of the Board, Audit & Risk Committee and those responsible for whistleblowing regarding any known

or suspected instances of fraud;

§ Obtaining an understanding of the Group’s policies and procedures relating to:

§ Detecting and responding to the risks of fraud; and

§ Internal controls established to mitigate risks related to fraud.

§ Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;

§ Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;

§ Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due

to fraud; and

§ Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.

Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls and revenue

recognition.

Our procedures in respect of the above included:

§ Performing an assessment of the Group’s IT and the wider control environment and as part of this work we obtained an understanding of

the design and implementation of IT access controls;

§ Testing a sample of journal entrie s throughout the year, which met defined risk criteria, by agreeing to supporting documentation;

§ Assessing significant estimates made by management for bias (refer to key audit matters above); and

§ Testing all revenue transactions to supporting documentation, including recalculation of revenue monthly entitlement for the oil sales in

line with the Shaikan PSC and sales agreements. We obtained all local and export sales agreements and vouched all cash receipts. We

evaluated key terms and assessed the appropriateness of revenue recognition policies against the relevant accounting standards.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed

to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations

throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not

detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate

concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed

and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements,

the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities.

This description forms part of our auditor’s report.

Other matters which we are required to address

We were appointed on 16 June 2023 to audit the financial statements for the period ended 31 December 2023 and subsequent periods.

Our total uninterrupted period of engagement is 3 years, covering the periods ended 31 December 2023 to 31 December 2025.

Our audit opinion is consistent with the additional report to the Audit & Risk committee.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

131

Use of our report

This report is made solely to the Parent Company’s members, as a body, in accordance with Section 90 of the Bermuda Companies Act 1981.

Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required to state to them

in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone

other than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have

formed.

In due course, as required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.15R - 4.1.18R, these financial

statements will form part of the Electronic Format Annual Financial Report filed on the National Storage Mechanism of the FCA in accordance

with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides no assurance over whether the Electronic Format Annual Financial Report

has been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.

Matt Crane (Senior Statutory Auditor)

For and on behalf of BDO LLP, Statutory Auditor

London, UK

18 March 2026

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

132

Non-IFRS measures

The Group uses certain measures to assess the financial performance of its business. Some of these measures exclude amounts that are

included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with

International Financial Reporting Standards (“IFRS”), or are calculated using financial measures that are not calculated in accordance with

IFRS. As a result, these measures are termed “non-IFRS measures” and include financial measures such as gross operating costs and non-

financial measures such as gross production.

The Group uses such measures to measure and monitor operating performance and liquidity, in presentations to the Board and as a basis for

strategic planning and forecasting. The Directors believe that these and similar measures are used widely by certain investors, securities

analysts and other interested parties as supplemental measures of performance and liquidity.

The non-IFRS measures may not be comparable to other similarly titled measures used by other companies and have limitations as

analytical tools and should not be considered in isolation or as a substitute for analysis of the Group’s operating results as reported under

IFRS. An explanation of the relevance of each of the non-IFRS measures and a description of how they are calculated is set out below.

Additionally, a reconciliation of the non-IFRS measures to the most directly comparable measures calculated and presented in accordance

with IFRS and a discussion of their limitations is set out below, where applicable. The Group does not regard these non-IFRS measures as a

substitute for, or superior to, measures that are equivalent to financial measures that are calculated or presented in accordance with IFRS.

Gross operating costs per barrel

Gross operating costs are divided by gross production to arrive at operating costs per barrel.

2025

2024

Gross production (MMbbls)

15.2

14.9

Gross operating costs ($ million)

(1)

65.8

65.5

Gross operating costs per barrel ($ per bbl)

4.3

4.4

(1) Gross operating costs equate to operating costs included in cost of sales (see note 3 to the consolidated financial statements) adjusted for the

Group’s 80% working interest in the Shaikan Field.

Adjusted EBITDA

Adjusted EBITDA is a useful indicator of the Group’s profitability and excludes the impact of the costs noted below.

2025

$ million

2024

$ million

Profit after tax

15.1

7.2

Finance costs

2.0

1.7

Finance income

(2.7)

(4.1)

Tax (credit)/charge

(0.5)

0.7

Depreciation of oil and gas assets

77.3

75.8

Depreciation of other PPE assets and amortisation of intangibles

2.0

3.0

Decrease in expected credit loss provision on trade receivables

(7.6)

(8.2)

Adjusted EBITDA (including IFRS revenue)

83.1

76.1

Effective recovery of past receivables

28.3

Adjusted EBITDA (including non-IFRS revenue invoiced for the year)

111.4

76.1

Non-IFRS revenue invoiced for the year includes both local and pipeline exports as invoiced in 2025 and explained further in note 2.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

133

Net cash

Net cash is a useful indicator of the Group’s indebtedness and financial flexibility indicating the level of cash and cash equivalents less cash

borrowings within the Group.

2025

$ million

2024

$ million

Cash

78.2

102.3

Borrowings

Net cash

78.2

102.3

The Group was debt free at 31 December 2025 and 31 December 2024.

Net capital expenditure

Net capital expenditure is the value of the Group’s additions to oil and gas assets excluding the change in value of the decommissioning asset

or any asset impairment.

2025

$ million

2024

$ million

Net capital expenditure (see note 10 to the consolidated financial statements)

38.8

18.3

As detailed in note 10 to the financial statements, the net capital expenditure in the period ended 31 December 2025, includes $5.4 million of

items originally purchased and paid in 2022 and 2023, but were subsequently classed as impaired inventory held for sale. Upon delisting as

held for sale these assets have been capitalised, as an oil and gas asset, but are a non-cash item in the current year. Excluding this charge,

net capital expenditure of $33.4 million was in line with annual guidance.

Free cash flow

Free cash flow represents the Group’s cash flows before any dividends and share buybacks including related fees.

2025

$ million

2024

$ million

Net cash generated from operating activities

63.1

93.5

Net cash used in investing activities

(33.6)

(27.6)

Payment of leases

(0.4)

(0.5)

Free cash flow

29.1

65.4

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

134

Consolidated income statement

For the year ended 31 December 2025

	Notes	2025	2024
		$’000	$’000
Non -IFRS measure
Revenue invoiced for the year	2	193,093	151,208
Effective recovery of past receivables	2	(28,280)	-
Revenue		164,813	151,208
IFRS consolidated income statement
Revenue	2	164,813	151,208
Cost of sales	3	(141,089)	(138,866)
Decrease of expected credit loss provision on trade receivables	13	7,558	8,191
Gross profit		31,282	20,533
Other general and administrative expenses	4	(9,313)	(1 1,412)
Share option related expenses	5	(6,959)	(4,419)
Profit from operations		15,010	4,702
Finance income	7	2,740	4,1 16
Finance costs	7	(1,976)	(1,676)
Foreign exchange (loss)/gain		(1,108)	724
Profit before tax		14,666	7,866
Tax credit/(charge)	8	468	(708)
Profit after tax		15,134	7,158
Earnings per share (cents)
Basic	9	6.97	3.26
Diluted	9	6.68	3.13

Consolidated statement of comprehensive income

For the year ended 31 December 2025

	2025	2024
	$’000	$’000
Profit after tax for the year	15,134	7,158
Items that may be reclassified to the income statement in subsequent periods:
Exchange gain/(loss) on translation of foreign operations	1,781	(517)
Total comprehensive income for the year	16,915	6,641

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135

Consolidated balance sheet

As at 31 December 2025

		31 December	31 December
	Notes	2025	2024
		$’000	$’000
Non -current assets
Trade receivables	13	84,007	138,175
Intangible assets		260	1,255
Property, plant and equipment	10	349,404	388,450
Deferred tax asset	16	1,365	825
		435,036	528,705
Current assets
Inventories	12	7,774	9,852
Trade and other receivables	13	125,065	26,779
Cash		78,233	102,346
		21 1,072	138,977
Total assets		646,108	667,682
Current liabilities
Trade and other payables	14	(128,314)	(1 17,277)
Deferred income		-	(716)
		(128,314)	(1 17,993)
Non -current liabilities
Trade and other payables	14	(928)	(1,1 12)
Decommissioning provision	15	(37,839)	(36,247)
		(38,767)	(37,359)
Total liabilities		(167,081)	(155,352)
Net assets		479,027	512,330
Equity
Share capital	18	217,005	217,005
Share premium	18	414,139	463,985
Exchange translation reserve		(2,502)	(4,283)
Accumulated losses		(149,615)	(164,377)
Total equity		479,027	512,330

The notes on pages 138 to 156 form part of the financial statements.

The financial statements were approved by the Board of Directors and authorised for issue on 18 March 2026 and signed on its behalf by:

Jon Harris

Chief Executive Officer

Gabriel Papineau-Legris

Chief Financial Officer

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

136

Consolidated statement of changes in equity

For the year ended 31 December 2025

					Attributable to equity holders of the Company
				Exchange
		Share	Share	translation	Accumulated	Total
		capital	premium	reserve	losses	equity
Notes		$’000	$’000	$’000	$’000	$’000
Balance at 1 January 2024		222,443	503,312	(3,766)	(174,752)	547,237
Profit after tax for the year		-	-	-	7,158	7,158
Exchange difference on translation of foreign operations		-	-	(517)	-	(517)
Total comprehensive income for the year		-	-	(517)	7,158	6,641
Dividends paid	22	-	(34,933)	-	-	(34,933)
Employee share schemes	21	-	-	-	3,472	3,472
Share issues	18	255	-	-	(255)	-
Repurchase of ordinary shares	18	(5,693)	(4,394)	-	-	(10,087)
Balance at 31 December 2024		217,005	463,985	(4,283)	(164,377)	512,330
Profit after tax for the year		-	-	-	15,134	15,134
Exchange difference on translation of foreign operations		-	-	1,781	-	1,781
Total comprehensive income for the year		-	-	1,781	15,134	16,915
Dividends paid	22	-	(49,846)	-	-	(49,846)
Employee share schemes	21	-	-	-	3,660	3,660
Reissue of repurchased shares	18	-	-	-	(3,702)	(3,702)
Own shares repurchased and held in Employee Benefit Trust	18	-	-	-	(330)	(330)
Balance at 31 December 2025		217,005	414,139	(2,502)	(149,615)	479,027

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

137

Consolidated cash flow statement

For the year ended 31 December 2025

		2025	2024
	Notes	$’000	$’000
Operating activities
Cash generated from operations	19	60,381	89,427
Interest received	7	2,740	4,1 16
Interest paid	7	(25)	-
Net cash generated from operating activities		63,096	93,543
Investing activities
Purchase of intangible assets		(248)	(420)
Purchase of property, plant and equipment	19	(33,314)	(27,178)
Net cash used in investing activities		(33,562)	(27,598)
Financing activities
Payment of dividends	22	(49,846)	(34,933)
Purchase of own shares - share buyback		-	(10,087)
Purchase of own shares - employee share-based payments		(4,032)	-
Payment of leases		(425)	(452)
Net cash used in financing activities		(54,303)	(45,472)
Net (decrease)/increase in cash		(24,769)	20,473
Cash at beginning of year		102,346	81,709
Effect of foreign exchange rate changes		656	164
Cash at end of the year being bank balances and cash on hand		78,233	102,346

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138

Summary of material accounting policies

General information

Gulf Keystone Petroleum Limited (the “Company”) is domiciled and incorporated in Bermuda (registered address: c/o Carey Olsen Services

Bermuda Limited, 5

Floor, Rosebank Centre, 11 Bermudiana Road, Pembroke, HM08 Bermuda); together with its subsidiaries it forms the

“Group”. On 25 March 2014, the Company’s common shares were admitted, with a standard listing, to the Official List of the United Kingdom

Listing Authority (“UKLA”) and to trading on the London Stock Exchange’s Main Market for listed securities. On 29 July 2024, new Listing Rules

came into effect for the London Stock Exchange. The former categories for Main Market listed companies of Premium and Standard Listed

were ceased (GKP being a Standard Listed company up until this point). From that date, GKP moved to the Equity Shares – Transition category.

The Company serves as the parent company for the Group, which is engaged in oil and gas exploration, development and production, operating

in the Kurdistan Region of Iraq.

Amendments to International Financial Reporting Standards (“IFRS”) that are mandatorily effective for the

current year

In the current year, the Group has applied a number of amendments to IFRS issued by the International Accounting Standards Board (“IASB”)

that are mandatorily effective for an accounting period that begins on or after 1 January 2025.

The following new accounting standards, amendments to existing standards and interpretations are effective on 1 January 2025: Lack of

Exchangeability (Amendments to IAS 21) and Amendments to the SASB standards to enhance their international applicability. These standards

do not and are not expected to have a material impact on the Company’s results or financials statement disclosures in the current or future

reporting periods.

New and revised IFRSs issued but not yet effective

At the date of approval of these financial statements, the Group has not applied the following new and revised IFRSs that have been issued

but are not yet effective by United Kingdom adopted International Accounting Standards (“IAS”):

IFRS S1

General Requirements for Disclosure of Sustainability-related Financial Information

IFRS S2

Climate-related Disclosures; Amendments to Greenhouse Gas Emissions Disclosures

IFRS 19

Subsidiaries without Public Accountability: Disclosures

Amendments IFRS 9 and

IFRS 7

Classification and measurement of financial instruments; Contracts Referencing Nature-dependent

Electricity

Annual Improvements to

IFRS Accounting Standards

- Volume 11

IFRS 1: Hedge accounting by a first-time adopter; IFRS 7: Gain or loss on derecognition; IFRS 7:

Disclosure of deferred difference between fair value and transaction price; IFRS 7: Introduction and

credit risk disclosures; IFRS 9: Lessee derecognition of lease liabilities; IFRS 9: Transaction price;

IFRS 10: Determination of a ‘de facto agent’; IAS 7: Cost method

Amendments to IAS 21

Translation to a Hyperinflationary Presentation Currency

The directors do not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Group

in future periods.

IFRS 18 replaces IAS 1, carrying forward many of the requirements in IAS 1 unchanged and complementing them with new requirements. In

addition, some IAS 1 paragraphs have been moved to IAS 8 and IFRS 7. Furthermore, the IASB has made minor amendments to IAS 7 and

IAS 33 Earnings per Share.

IFRS 18 introduces new requirements to:

§ present specified categories and defined subtotals in the statement of profit or loss

§ provide disclosures on management-defined performance measures (“MPMs”) in the notes to the financial statements

§ improve aggregation and disaggregation

An entity is required to apply IFRS 18 for annual reporting periods beginning on or after 1 January 2027, with earlier application permitted. The

amendments to IAS 7 and IAS 33, as well as the revised IAS 8 and IFRS 7, become effective when an entity applies IFRS 18. IFRS 18 requires

retrospective application with specific transition provisions.

The Directors of the Company anticipate that the application of these amendments may have an impact on the Group's consolidated financial

statements in future periods.

Statement of compliance

The financial statements have been prepared in accordance with United Kingdom adopted International Accounting Standards.

Basis of accounting

The financial statements have been prepared using the going concern basis of accounting and under the historical cost basis except for the

valuation of hydrocarbon inventory which has been measured at net realisable value and the valuation of certain financial instruments which

have been measured at fair value. Equity-settled share-based payments are recognised at fair value at the date of grant and are not

subsequently revalued. The material accounting policies adopted are set out below.

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025

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