213800QTAQOSSTNTPO15 2025-01-01 2025-12-31 iso4217:USD 213800QTAQOSSTNTPO15 2024-01-01 2024-12-31 iso4217:USD xbrli:shares 213800QTAQOSSTNTPO15 2025-12-31 213800QTAQOSSTNTPO15 2024-12-31 213800QTAQOSSTNTPO15 2023-12-31 ifrs-full:IssuedCapitalMember 213800QTAQOSSTNTPO15 2023-12-31 ifrs-full:SharePremiumMember 213800QTAQOSSTNTPO15 2023-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800QTAQOSSTNTPO15 2023-12-31 ifrs-full:RetainedEarningsMember 213800QTAQOSSTNTPO15 2023-12-31 213800QTAQOSSTNTPO15 2024-01-01 2024-12-31 ifrs-full:IssuedCapitalMember 213800QTAQOSSTNTPO15 2024-01-01 2024-12-31 ifrs-full:SharePremiumMember 213800QTAQOSSTNTPO15 2024-01-01 2024-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800QTAQOSSTNTPO15 2024-01-01 2024-12-31 ifrs-full:RetainedEarningsMember 213800QTAQOSSTNTPO15 2024-12-31 ifrs-full:IssuedCapitalMember 213800QTAQOSSTNTPO15 2024-12-31 ifrs-full:SharePremiumMember 213800QTAQOSSTNTPO15 2024-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800QTAQOSSTNTPO15 2024-12-31 ifrs-full:RetainedEarningsMember 213800QTAQOSSTNTPO15 2025-01-01 2025-12-31 ifrs-full:IssuedCapitalMember 213800QTAQOSSTNTPO15 2025-01-01 2025-12-31 ifrs-full:SharePremiumMember 213800QTAQOSSTNTPO15 2025-01-01 2025-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800QTAQOSSTNTPO15 2025-01-01 2025-12-31 ifrs-full:RetainedEarningsMember 213800QTAQOSSTNTPO15 2025-12-31 ifrs-full:IssuedCapitalMember 213800QTAQOSSTNTPO15 2025-12-31 ifrs-full:SharePremiumMember 213800QTAQOSSTNTPO15 2025-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800QTAQOSSTNTPO15 2025-12-31 ifrs-full:RetainedEarningsMember
re re
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
2
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 g ross 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
3
Contents
Strategic report
Why invest in GKP?
4
Chair’s statement
6
Chief Executive Officer’s review
8
Financial review
10
Our asset
14
Business model
19
Strategy and objectives
21
Key performance indicators
23
Stakeholder engagement
25
Sustainability report
29
Task Force on Climate-related Financial Disclosures report
48
Management of principal risks and uncertainties
56
Viability statement
71
Governance
Board of Directors
73
Corporate governance report
75
Nomination Committee report
88
Audit and Risk Committee report
91
Safety and Sustainability Committee report
97
Technical Committe e report
100
Remuneration Committee report
101
Directors’ report
1 19
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
4
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.
!"
#$ #$
%
&'( ')G+I--K+# ')G+I--K+! ')G+I--K+/
!" #A% #&% #'% #(% #)%
G++,! -K/01 1OG++,! P4 +5 0 11O
-6G!-K/0 11O-6G!P4 +5 0 11O
!"#$%&'()*+,( -K#&
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
5
Robust financial position
Net cash track record ($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.
!"#"
$$"#%
&$#'
$()#*
'&#)
+$((,
)()$ )()) )()* )()- )()%
./0N2345 6$((7N89:;
!"
#""
$#!
$!
B!
!"
B"
$"
#"
&D"(
&)*( &)*(
&##!(
&!+(
&#+(
&BD(
$"#D $"$" $"$# $"$$ $"$B $"$) $"$!
,-.-/0N/2 34567892 :0;<87=0>
&!(
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
6
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 creat e 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 of fering 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 inve stors 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
7
Finally, in June 2025, along with the other members of the GKP Board, I was delighted to visit the Company’s business operati ons 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
8
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 with out 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 ceas ed 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
9
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
10
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)
$m
193.1
79.2
113.9
151.2
Revenue (IFRS)
(5)
$m
164.8
50.9
113.9
151.2
Operating costs
$m
52.6
14.0
38.6
52.4
Gross operating costs per barrel
(1)
$/bbl
4.3
4.2
4.4
4.4
Other general and administrative expenses
$m
9.3
2.0
7.3
11.4
Share option expense
$m
7.0
1.0
6.0
4.4
Adjusted EBITDA
(1)(6)
$m
111.4
56.8
54.6
76.1
Profit/(loss) after tax
$m
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)
$m
122.4
14.1
108.3
144.1
Net capital expenditure
(1)(7)
$m
38.8
14.6
24.2
18.3
Free cash flow
(1)
$m
29.1
(8.3)
37.4
65.4
Shareholder distributions
(8)
$m
50
0
50
45
Cash and cash equivalents
$m
78.2
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
11
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 followi ng 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: $1 1.4 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.
Cash flows
!"
#
$%
&'(
&%(
)
&'(
&#(
)))
*+,#$-./01
23456.
789/:;<=9> ?@AB=C@/-D8=;@ EADA;=<F
3:=B/=>G
7AFH@><
ID@8A<=>G
;9C<C
I<J@8
KL.
MJA8@-
9D<=9>
@ND@>C@
I<J@8 *+,#O-./01
23456.
%
#%
$%
"%
P%
)%%
)#%
)$%
QH
!"#
!!!
$
%&#'
%$$'
%('
%&"'
! )*
*+
,-./0/12
3456
%$!78.37#('
9:;<5=.:2
>?@A89
@/=.B.5=
0/3CD.
ECBF0/12
34-0=4G2
H2,=6.B
I.=2
J4-.K
%3456'
>?A
564B.
-<B3645.5
80L0:./:5 MN JGC50/1
3456
%$!78.37#&'
J4562
O4G4/3.
%!*7P4B7#Q'
"
&"
!""
!&"
#""
#&"
!"!#$%&''$()*+$%,-./$0!1$23,,3-4
RD
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
12
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
13
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
14
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.
!"#
!$"%
&'"(
&#"%
&("&
&!")
&*"+
&)")
#&"#
##"*
*!"+
#'"$
#!")
*'!& *'!# *'!( *'!) *'!$ *'!% *'!+ *'*' *'*! *'** *'*& *'*# *'*(
I-K/01K23143R
S78409/3:;K
!"#
A%&
'() G+,"- .
/) %# .
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
15
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.
!!"
#$%&
#$'&
!$E
)*+'!,-./00,
'1,.202.P20
'4'%,R./6789:/; Y2P:0:/;0 )*+'%,-./00
'1,.202.P20
!"#
"$"
%"C
"%C "%C
%' %'
()
*+,+J.+,
(/
*+,M1J2+,
()P4P(/
R1J6,,T2 8JT6,,T2 /J+962+M1,
!"#$%C'()
'""P::,9;
!"#$%C'*C+C'()
C(CP::,9;
!"#$%C'*
<"= <(=
<"= <(=
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
16
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
!"##$
B&'($FG "$
+#,- # F K "$
/F#(0 F0 "# F K" $
1,OP (K"G- ,4R (
6#,7 R(8, 9 K PO4F"$
!"#$% " %&# "'&( )*+ ,"(- K' /0 K" 1 K' $# " O &' O &
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
17
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.
!
"!
#!
$!
%!
&!
'!
(!
)!
*!
"!!
#!#&+,-./,+0/,10 #!#&+123-450
67851479+3147-:;
<23-450
63-05+7851479+3147-:;
!"#$%%&
6./0=
41.17>1:;
!'($%%&
6./0=+
41.17>1:;
)!*+$%%&
6?@A;
@4185+347.1
6%;
!*,$%%&
BC5C41+
:70.-C85+?@A
DEFF,
<231.51:
5-3GC3+
5- 785H,I+347.10
J70.-C85+5-+@4185K
!-'.,$%%&
!""#$%&'%()*
@4185+347.1+
!#($%%&
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
18
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 page s 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 d eemed 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
19
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
20
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
21
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
22
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
23
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.
!"#$
%"&'
!"%(
%
%"'&
)%)! )%)) )%)# )%)& )%)'
!"#!
!!#$
$%#&
!'#(
!%#)
$'$% $'$$ $'$" $'$! $'$*
!!!"#
$%&"%
%'"(
#)"(
((("*
!'!( !'!! !'!$ !'!* !'!%
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
24
Operating costs ($m)
Why we measure this
Performance
§ Operating c osts 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
!"# $"! %"& '"' '"$
()**+
$'"'
',"-
$&",
%!"'
%!"&
!.!, !.!! !.!$ !.!' !.!%
!"#$
!%#%
!&#'
!!#(
)#"
%&%! %&%% %&%" %&%( %&%'
!"#$
%%!#&
'(#)
%(#*
*(#(
)$)% )$)) )$)* )$)! )$)'
!"#"
$$"#%
&$#'
$()#*
'&#)
+$((,
)()$ )()) )()* )()- )()%
./0N2345 6$((7N89:;
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
25
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 w hole (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
26
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
shares
§ 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
27
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
28
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
29
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 hal f 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 benefi t 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 aroun d 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
30
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
!"#ABCDEFGHCAHIJK
!"#ABCDEFGHCAHIJKHLCDMG1A2PGBL
4
5
6
7
8
9
I
:
!
;
J
<
=
Environment
A. Climate change/gas flaring
B. Environmental management
C. Biodiversity
H. Human rights
I. Community engagement
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
31
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 t he ‘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 emiss ions 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
32
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
2
e
365
647
710
Scope 1 emissions – Flaring
ktCO
2
e
306
560
621
Scope 1 emissions – Venting
ktCO
2
e
10
19
20
Scope 1 – Fugitive
ktCO
2
e
4
5
5
Scope 1 – Combustion of petrol and diesel
ktCO
2
e
15
12
17
Scope 1 – Combustion of fuel gas
ktCO
2
e
31
51
48
Total CH
4
emissions
(2)
ktCO
2
e
28
50
54
Total scope 1 emissions intensity
kgCO
2
e per barrel
57.1
54.5
58.5
Total scope 3 emissions
ktCO
2
e
3,219
5,949
6,020
Other emissions
(1)
Total SO
2
emissions
ktSO
2
41
79
87
Energy consumption
(1),(3)
Total energy consumption
kWh
1,514,197
1,806,085
1,687,599
UK
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
m
3
74,799
51,131
57,676
Waste management
Recycled solid non-hazardous waste
% of total waste
95
97
100
Recycled solid hazardous waste
% of total waste
49
23
32
Recycled liquid non-hazardous waste
% of total waste
100
100
100
Recycled liquid hazardous waste
% of total waste
100
100
100
Loss of containment
Total number
Incidents
6
10
7
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
33
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
2
e, an increase relative to the previous year (2024: 647 ktCO
2
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
!"#! $ "#% !&#!
'()*(+I)-.
!"#$%
&
'())*+
,-.
/-
-0 ./1
&1&-23456'2/
'78338593
:;5<=4>8592 ?9>'938>@ &1&A23456'2/
'78338593
">$%
&
'
1
/11
&11
B11
-11
A11
,11
.11
C11
!"#
!$
%
&
'()
#$%
(%("*+,-./*$
/01++1-2+
3456127 8/29127*:*;<7191=/ >/96-4*
:*?1/+/4
3</4*
75+
(%(&*+,-./*$
/01++1-2+
@9AB
(
/
%
$%%
(%%
C%%
"%%
&%%
!%%
#%%
D%%
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
34
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
2
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
2
e)
2024 (ktCO
2
e)
2025 (ktCO
2
e)
1
Purchased goods and services
Relevant, reported
0
1
1
2
Capital goods
Relevant, reported
24
6
22
3
Fuel and energy
Relevant, reported
8
17
21
4
Upstream transportation and distribution
Relevant, reported
1
2
2
5
Waste generated in operations
Relevant, reported
0
0
1
6
Business travel
Relevant, reported
2
1
1
7
Employee commuting
Relevant, reported
0
0
0
8
Upstream leased assets
Relevant, reported
1
1
1
9
Downstream transportation and distribution
Relevant, reported
30
39
53
10
Processing of sold products
Relevant, reported
372
694
699
11
Use of sold products
Relevant, reported
2,780
5,186
5,221
12
End-of-life treatment of sold products
Relevant, reported
0
0
0
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
35
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
1
, PM
2.5
, PM
10
, CO, CO
2
, SO
2
, NO
2
, O
3
and H
2
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
2
, NO
2
, O
3
, H
2
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
36
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 m aterials 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
37
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
3
, 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 a nd 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
38
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
0.54
Lost Time Incident Rate (“LTIR”)
Incidents per
million man-
hours
0.54
0
0
Gender diversity
Proportion of female staff in workforce
(as at 31 December)
%
16
15
14
Proportion of female staff in Kurdistan
(as at 31 December)
%
14
13
12
Proportion of female staff in UK
(as at 31 December)
%
37
39
38
Generating economic
value in Kurdistan
Proportion of local staff in workforce
(as at 31 December)
%
86
86
82
Local supplier purchasing and contracting
(80% WI)
(1)
$m
38
20
24
Proportion of total purchasing and contracting
with local suppliers
(1)
%
41
42
50
Payments to host government
(2)
(80% WI)
$m
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
39
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
2
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
40
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 staf f.
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.
!"#
!"$
!"%
!"&
'
'"(
'")
'"#
'"%
!
!"(
!")
!"#
!"%
(
*+,-(. /01-(. 2+3-(. 453-(. 2+6-(. *7,-(. *78-(. 479-(. :05-(. ;<=-(. >?@-(. A0<-(.
2B88B?,CD?3EB,9CF?73G
H,<BI0,=GC503CJB88B?,CD?3EB,9CF?73G
!(-J?,=FC3?88B,9CKLHM !(-J?,=FC3?88B,9CLMHM
NMHCKLHMC10,<FJ+3E NMHCLMHMC10,<FJ+3E
!(-J?,=FC3?88B,9CD?3EB,9CF?73G
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
41
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 Kurd istan 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 carr ying 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
42
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
43
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 a n 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 (20 23-2025)
GKP workforce local staff (2021-2025)
!"#
#"A
#"!
B&'()'* +),(-.(/001 .0,2.'&, B&0()&2+3(
4!5 4!5 4!5
!"#$%&
!!"
#$#
$%%
$&#
'#(
(
'((
%((
"((
)((
$(((
$'((
$%((
$"((
'('$ '('' '('! '('% '('#
*+
!"#
!$#
%&#
%'#
%(#
%&#
$&$) $&$! $&$%
*+I-. L01230-14+0 -.
!"# !"#
$%# $%#
$&#
&%# &%#
'"# '"#
'$#
&E&' &E&& &E&) &E&" &E&*
+,-.L 012.3
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
44
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
!"##$%&'
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
45
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
46
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 org anisation.
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.
Target s
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%
57%
57%
Proportion of independent Directors on Nomination
Committee
%
100%
75%
75%
Proportion of independent Directors on Audit and Risk
Committee
%
100%
100%
100%
Proportion of independent Directors on Remuneration
Committee
%
100%
100%
100%
Proportion of female Directors on Board
%
29%
43%
43%
Director Board meeting attendance
%
100%
100%
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
47
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 proce dures 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
48
Task Force on Climate-related Financial Disclosures (“TCFD”) report
Gulf Keystone’s climate-related financial disclosures made in the 202 5 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 a ppropriate 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
49
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 opport unities. The Sustainability
Panel meets on a quarterly basis.
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
50
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 ris ks 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 clima te-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
51
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 signifi cantly 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
52
§ 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 r ise 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
2
in 2031 to $26 tCO
2
by the end of the Shaikan licence period, currently expected in 2043.
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
53
Net Zero Emissions by 2050 (“NZE”)
This scenario portrays a pathway for the global energy sector to reach net zero CO
2
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
2
in 2035 to $55-$180 tCO
2
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 carb on 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 v iability
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
54
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
55
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
2
e
Page 32 Sustainability report
§ Scope 1 GHG emissions intensity
kgCO
2
e/bbl
Page 32 Sustainability report
§ Scope 3 GHG emissions, categories 1-12
ktCO
2
e
Page 34 Sustainability report
Financial
impact
§ Dated Brent price
$/bbl
Pages 52-53 Pillar 2 – Strategy
§ Carbon price
$/tCO
2
Pages 52-53 Pillar 2 – Strategy
§ Change in net present value
$m
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
56
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 control s 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
57
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
58
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
59
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
60
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
61
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
62
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
63
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
-
related
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
64
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
65
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,
H₂ S 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
66
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
67
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
68
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
§ C ost control measures while
maintaining safe operations
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
69
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
70
Financial
Liquidity and funding capability
Change in year
Link to strategic priorities
Risk owner
CFO
2025/26 context
§ T he 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
§ T he 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
§ R educed 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
71
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 refl ect 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
72
Mitigating actions and financial r esilience
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
73
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 O fficer 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 V ice President, Upstream. Prior to this, he spent 25 years with
BG Group in various international roles, including as Executive Vice President and T echnical and
General Manager P roduction O perations, 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
74
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 N atural 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
75
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 st aff 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
76
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 Com mittee 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
77
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 o f 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 workfo rce 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
78
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 independen t 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.
!
"
!
#$%&'()*+(,&-'.
/0&'()*+(,&-'.
/0&'()1'&&(,&-'.
!
"
#
$
!
%C'EFEG+,
-./C.001C./
O034.C3+'E5
6T88013C+'
9C.+.30
6+:C;+'E8+1<0;,
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
79
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 (i ncluding 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 di verse 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
4
67
3
4
80
Women
3
43
1
1
20
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)
6
86
3
5
100
Mixed/Multiple ethnic groups/Asian/Asian British/Black
African/Caribbean/Black British/Other ethnic group,
including Arab/Not specified/prefer not to say
1
14
1
—
—
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
80
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 ri sk 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 m anagement
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
81
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
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
6/6
3/3
Julien Balkany
12/12
3/3
Catherine Krajicek
12/12
6/6
6/6
5/5
4/4
Marianne Daryabegui
12/12
6/6
6/6
3/3
5/5
John Hulme
5/5
4/4
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
82
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
83
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 m eeting. 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, th e 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 Co mmittees, 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 C ode 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
84
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 corpor ate
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 a nd
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 develop ment
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
85
Information and support
The Company is committed to supplying the Board and its Committees with full and timely information, including detailed finan cial, 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 d etermine 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 excellen ce
§ 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
86
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 dat e 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
87
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 t he 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
88
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-E xecutive 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 additi on, 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
89
“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 o r 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 C ommittee, which
takes into account the Diversity Policy and the need to foster a diverse pool of candidates. Training is provided for executi ves 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
90
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 bei ng 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
91
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
92
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 recom mendations 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
93
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 accord ance 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
94
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 consider ed
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
95
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
96
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 varia tions 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 service s, 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
97
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
98
§ 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 enviro nment 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 Sustainab ility 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
99
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 proje cts;
§ 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 mat ters:
§ 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 202 5.
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 belie ve
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 decide d 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 awa rded 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 opin ions 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 Direct ors 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 202 5
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
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
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 L TIP 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.
!"#
!$#
%"#
"&&#
!$#
'!#
!(#
(!#
%!#
'%#
& (&& ")&&& ")(&& !)&&& !)(&& ')&&& ')(&&
*+,-./.010(& #023+45064-750849:;3
*+,-./.
<=>;+485;
*-=-./.
?@<
A-,5B C9=/2 DEFG
HI&&&
%%#
H$%!
H")($$
H!)%J&
H')&"K
/ 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 a ppropriate, 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.
!"#
$%#
&'#
(%%#
!'#
$(#
!&#
&)#
$)#
$%#
% "%% (*%%% (*"%% !*%%% !*"%% $*%%%
+,-./0/121"% #134,56175.86195:;<4
+,-./0/
=>?<,596<
+.>./0/
@A=
A.-6B C:>03 DEFG
HI%%%
H&J(
H(*%(J
H(*"'$
H(*K''
/ 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 determi ne 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 Dec ember 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
47
58
466
470
710
2,221
575
1,646
Ian Weatherdon
(3)
271
23
29
176
—
344
843
323
520
Gabriel Papineau-Legris
(3)
183
18
12
150
142
54
559
213
346
Non-Executive Directors
Martin Angle
(3)
117
—
—
—
—
—
117
117
—
Marianne Daryabegui
(3)
19
—
—
—
—
—
19
19
—
Catherine Krajicek
(3)
19
—
—
—
—
—
19
19
—
David Thomas
112
—
—
—
—
—
112
112
—
Kimberley Wood
(3)
42
—
—
—
—
—
42
42
—
Wanda Mwaura
(4)
85
—
—
—
—
—
85
85
—
Julien Balkany
64
—
—
—
—
—
64
64
—
Total
1,382
88
99
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
50
61
616
—
496
1,721
609
1,112
Gabriel Papineau-Legris
371
37
26
380
—
84
898
434
464
Non-Executive Directors
Marianne Daryabegui
87
—
—
—
—
—
87
87
—
Catherine Krajicek
78
—
—
—
—
—
78
78
—
David Thomas
185
—
—
—
—
—
185
185
—
Wanda Mwaura
(2)
87
—
—
—
—
—
87
87
—
Julien Balkany
68
—
—
—
—
—
68
68
—
Total
1,374
87
87
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%
0%
81%
75%
0%
79%
82%
Vested LTIP awards as
percentage of maximum
0%
0%
0%
0%
0%
0%
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
N/A
N/A
N/A
N/A
N/A
0%
67%
5%
7%
38%
(100%)
0%
3%
100%
6%
5%
32%
Ian Weatherdon
(2)
N/A
N/A
N/A
0%
60%
N/A
0%
37%
(11%)
6%
2%
(100%)
0%
10%
100%
N/A
N/A
N/A
Gabriel Papineau-
Legris
(3)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
103%
53%
68%
Non-Executive Directors
Martin Angle
(4)
0%
0%
N/A
(11%)
0%
N/A
(6%)
0%
N/A
5%
0%
N/A
31%
0%
N/A
N/A
N/A
N/A
Jaap Huijskes
(5)
0%
0%
N/A
(11%)
0%
N/A
0%
0%
N/A
0%
0%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Garrett Soden
(6)
0%
0%
N/A
(14%)
0%
N/A
0%
0%
N/A
0%
0%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
David Thomas
0%
0%
N/A
(11%)
0%
N/A
0%
0%
N/A
5%
0%
N/A
34%
0%
N/A
65%
0%
N/A
Kimberley Wood
(7)
N/A
0%
N/A
(13%)
0%
N/A
0%
0%
N/A
6%
0%
N/A
0%
0%
N/A
N/A
0%
N/A
Wanda Mwaura
(8)
N/A
N/A
N/A
N/A
N/A
N/A
0%
0%
N/A
0%
0%
N/A
0%
0%
N/A
6%
0%
N/A
Julien Balkany
(9)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
0%
0%
N/A
0%
0%
N/A
6%
0%
N/A
Marianne
Daryabegui
(10)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
0%
0%
N/A
17%
0%
N/A
Catherine
Krajicek
(11)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
0%
0%
N/A
6%
0%
N/A
Group percentage
change
(12)
6%
0%
(23%)
7%
57%
97%
9%
5%
22%
5%
0%
(15%)
5%
6%
221%
11%
2%
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 202 5
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
1%
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.
!
"!
#!!
#"!
$!!
$"!
%!!
%"!
&!!
&"!
DEFG#+ DEFG#, DEFG#J DEFG$! DEFG$# DEFG$$ DEFG$% DEFG$& DEFG$"
K/01OK345STUF4
K9:;<K$"!
9:;<K=3K>?/
!"#$%&'(&)*++&
,J.%/0%1&'J&
*&2"J$"34&5+*6
@4AG$"
/ 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
shares
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
shares
vesting at 193.0p
per share
£
Value of
dividends at
85.642p per
share
£
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 202 5 (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 1 16.
/ 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
shares
Vested but
unexercised
scheme
interests
Unvested
scheme
interests
subject
to
performance
conditions
Unvested
scheme
interests not
subject to
performance
conditions
Total
conditional
and
unconditional
interest in
shares
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 decide d 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 awa rded 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 re port 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 LTI P 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. Di stribution 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 inte rnational 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’ r emuneration r eport 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
shares
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 publica tion.
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 comm ercial 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 dif ficult 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 a ctivity, 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 perfor mance; 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 statemen ts 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 t he 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 develop ment 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, bec ause 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 se ctions 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
1
Gulf Keystone Petroleum Limited
Procedures on one or more classes of transactions, account balances or
disclosures
2
Gulf Keystone Petroleum
International Limited
Procedures on the entire financial information of the component
3
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 obtai ned 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 t o 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 ma de 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 a ssessed 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 materi ality as follows:
Group financial statements
2025
$m
2024
$m
Materiality
7.7
8.0
Basis for determining materiality
1.2% of total assets
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 percenta ge 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 misstat ement 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 documenta tion;
§ 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 pr ocedures 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 ac cordance 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 ar e 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 fo r 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

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
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

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
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
th
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 Un ited 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 l ease 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 consolidat ed 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
139
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 comm ercial 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 producti on
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 Compani es’ 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 dif ficult to predict;
§ Continuation of interim export arrangements: the renewal of agreements beyond 31 March 2026, and the regularity and timing of export
receipts;
§ 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 Ministry of Natural Resources (“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 a ctivity, 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 Kurdistan Regional Government (“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.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and enterprises controlled by the Company (its
subsidiaries) as at and for the year ending 31 December each year. Control is achieved where the Company has the power to govern the
financial and operating policies of an investee entity, so as to obtain benefits from its activities.
Joint arrangements
The Group is engaged in oil and gas exploration, development and production through unincorporated joint arrangements; these are classified
as joint operations in accordance with IFRS 11. The Group accounts for its share of the results and net assets of these joint operations. Where
the Group acts as Operator of the joint operation, the gross liabilities and receivables (including amounts due to or from non-operating partners)
of the joint operation are included in the Group’s balance sheet.
Sales revenue
The recognition of revenue is considered to be a key accounting judgement.
Revenue is earned based on the entitlement mechanism under the terms of the Shaikan Production Sharing Contract (“PSC”). Entitlement has
two components: cost oil, which is the mechanism by which the Group recovers its costs incurred, and profit oil, which is the mechanism
through which profits are shared between the Group, its partner and the KRG. The Group is liable for capacity building payments calculated
as a proportion of profit oil entitlement. Entitlement from cost oil and profit oil are reported as revenue, and capacity building payments are
included in cost of sales.
For sales to the local market for all of 2024 and up until 26 September 2025, the delivery point was the point at which crude oil was loaded into
the buyers’ nominated trucks. The consideration was determined by reference to the selling price as per crude sales agreements with local
customers, with other fees and royalties due as determined by commercial agreements; revenue was reported net of these deduct ions.
Since the reopening of the ITP on 27 September 2025, all oil is sold by the Shaikan Contractor (the Group and Kalegran BV, a subsidiary of
MOL Hungarian Oil & Gas Plc, (“MOL”)) to the KRG, who in turn resell the oil.
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
140
Under IFRS 15: Revenue from contracts with customers, GKP considers that control of crude oil is transferred from the Shaikan Contractor to
the KRG or local buyer at the delivery point as defined in the lifting agreement or crude sales agreement. At this d elivery point the Shaikan
Contractor is due economic benefits which can be reliably measured and are probable to be received.
For sales since the reopening of the ITP, the delivery point is the export pipeline flange at the production facilities. The sale price determined
by the closing oil market price on the last day of the production month, with deductions for quality and transportation fees, with other fees and
royalties due as determined by commercial agreements; revenue was reported net of these deductions. Consideration is due based upon the
oil market price upon lifting at the port of Ceyhan, after other fees and royalties due as determined by commercial agreements. The variation
between the sales price and consideration received is recorded as an embedded derivative in line with IFRS 9, not as variable consideration
according to IFRS 1 (see note 2 to the consolidated financial statements)
Income tax arising from the Group’s activities under its PSC is settled by the KRG on behalf of the Group. Since the Group is not able to
measure the amount of income tax that has been paid on its behalf, the notional income tax amounts have not been included in revenue or in
the tax charge.
Finance income
Finance income is recognised on an accruals basis, by reference to the principal outstanding and at the effective rate of interest applicable,
which is the rate that exactly discounts estimated future cash receipts through the expected life of the ﬁnancial asset to that asset’s net carrying
amount on initial recognition.
Intangible assets
Intangible assets include computer software and are measured at cost and amortised over their expected useful economic lives of three years.
Property, plant and equipment (“PPE”)
Oil and gas assets
Development and production assets
Development and production assets are accumulated on a field-by-field basis and represent the costs of acquisition and developing the
commercial reserves discovered and bringing them into production, together with the exploration and evaluation expenditure incurred in finding
commercial reserves, directly attributable overheads and costs for future restoration and decommissioning. These costs are capitalised as part
of PPE and depreciated based on the Group’s depreciation of oil and gas assets policy.
The net book values of producing assets are depreciated generally on a field-by-field basis using the unit of production (“UOP”) basis which
uses the ratio of oil and gas production in the period to the remaining commercial reserves plus the production in the period. Costs used in the
calculation comprise the net book value of the field and estimated future development expenditures required to produce those reserves.
Commercial reserves are proven and probable (“2P”) reserves which are estimated using standard recognised evaluation techniques. The
reserves estimate used in the depreciation, depletion and amortisation (“DD&A”) calculation in 2025 was based on internal e stimates of
reserves which are periodically independently reviewed via a Competent Person’s Report (“CPR”). The last CPR was prepared by ERC
Equipoise as at 31 December 2022. For calculating DD&A, future production and cash flows are modelled alongside estimated future
expenditure to determine GKP’s future net economic entitlement.
Other property, plant and equipment
Other property, plant and equipment are principally equipment used in the field which are separately identifiable to development and production
assets and typically have a shorter useful economic life. Assets are carried at cost, less any accumulated depreciation and accumulated
impairment losses. Costs include purchase price, construction and installation costs.
These assets are expensed on a straight-line basis over their estimated useful lives of three-years from the date they are put in use.
Fixtures and equipment
Fixtures and equipment assets are stated at cost less accumulated depreciation and any accumulated impairment losses. These assets are
expensed on a straight-line basis over their estimated useful lives of five-years from the date they are available for use.
Impairment of PPE and intangible non-current assets
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any
indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset, or group of
assets, is estimated in order to determine the extent of the impairment loss (if any).
For assets which do not generate cash flows that are independent from other assets, the Group estimates the recoverable amoun t of the cash-
generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell (“FVLCTS”) and value in use. In assessing FVLCTS and value in use, the
estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
Any impairment identified is immediately recognised as an expense. Conversely, any reversal of an impairment is immediately recognised as
income.
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
141
Taxation
Tax expense or credit represents the sum of tax c urrently payable or re coverable and deferred tax.
Tax currently payable or recoverable is based on taxable profit or loss for the year. Current tax assets and liabilities are measured at the amount
expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enac ted or substantively enacted by the
balance sheet date.
As described in the revenue accounting policy section above, it is not possible to calculate the amount of notional tax in relation to any tax
liabilities settled on behalf of the Group by the KRG.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet
liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised
to the extent that it is probable that future taxable profits will be available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition
of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit and does not give rise to equal
taxable and deductible temporary differences.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that
sufficient future taxable profits will be available to allow all or part assets to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on
tax laws and rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited in the
income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also recognised in
equity.
Foreign currencies
The individual financial statements of each company are presented in the currency of the primary economic environment in which it operates
(its functional currency). For the purpose of the consolidated financial statements, the results and the financial position of the Group are
expressed in US dollars, which is the presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s functional currency are
recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that
are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary assets and liabilities
carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was
determined. Gains and losses arising on retranslation are included in the income statement for the year.
On consolidation, the assets and liabilities of the Group’s foreign operations which use functional currencies other than US dollars are translated
at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period.
Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity in the Group’s translation
reserve. On the disposal of a foreign operation, such translation differences are recl assified to profit or loss.
Inventories
Inventories, except for hydrocarbon inventories, are stated at the lower of cost and net realisable value. Cost comprises dir ect materials and,
where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and
condition. Cost is calculated using the weighted average cost method. Hydrocarbon inventories are recorded at net realisable value with
changes in the value of hydrocarbon inventories being adjusted through cost of sales.
Financial instruments
Financial assets and financial liabilities are recognised on the Group’s balance sheet when the Group has become a party to the contractual
provisions of the instrument.
Trade receivables
Trade receivables containing embedded derivatives are measured at fair value through profit or loss in line with IFRS 9, with all other trade
receivables measured at amortised cost.
Cash
Cash comprises cash on hand and demand deposits that are not subject to a risk of changes in value other than foreign exchange gain or loss.
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses (“ECL”) on trade receivables and contract assets. The amount of ECL is
updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
The Group considers a counterparty to be in default if it can no longer be reasonably expected to recover receivable amounts at a future date;
no counterparties are currently considered to be in default.
The Group recognises lifetime ECL for trade receivables, contract assets and lease receivables. The ECL on these financial assets are
estimated based on observed market data and convention, existing market conditions and forward-looking estimates at the end of each
reporting period.
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
142
For all other financial instruments, the Group recognises lifetime ECL when there has been a significant increase in credit risk since initial
recognition. However, if the credit risk on the financial instrument has not increased significantly since initia l recognition, the Group measures
the loss allowance for that financial instrument at an amount equal to 12-month ECL.
Lifetime ECL represents the ECL that will result from all possible default events over the expected life of a financial instrument; this is known
as a stage 2 receivable and GKP’s trade outstanding receivable is classified within this category. In contrast, 12-month ECL represents the
portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the
reporting date; this is known as a stage 1 receivable.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity
instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of i ts liabilities.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs, which are charged to share capital
and share premium as appropriate.
Trade payables
Trade payables are stated at amortised cost.
Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event which it is probable will result in an outflow of
economic benefits that can be reliably estimated.
Decommissioning provision
Provision for decommissioning is recognised in full when there is an obligation to restore the site to its original condition. The amount recognised
is the present value of the estimated future expenditure for restoring the sites of drilled wells and related facilities to their original status. A
corresponding amount equivalent to the provision is also recognised as part of the cost of the related oil and gas asset. The amount recognised
is reassessed each year in accordance with local conditions and requir ements. Any change in the present value of the estimated expenditure
is dealt with prospectively. The unwinding of the discount is included as a finance cost.
Share-based payments
Equity-settled share-based payments to employees are measured at the fair value of the instruments at the grant date. Details regarding the
determination of the fair value of equity-settled share-based transactions are set out in note 21. The fair value determined at the grant date of
the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity
instruments that will eventually vest. At each balance sheet date, the Group revises its estimate of the number of equity instruments expected
to vest as a result of the effect of non-market based vesting conditions. The impact of the revision of the original estimates, if any, is recognised
in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserve.
For cash-settled share-based payments, a liability is recognised for the goods or services acquired, measured initially at the fair value of the
liability. At each balance sheet date until the liability is settled, and at the date of settlement, the fair v alue of the liability is re-measured, with
any changes in fair value recognised in profit or loss for the period. Details regarding the determination of the fair value of cash-settled share-
based transactions are set out in note 21.
Leases
The Group assesses whether a contract contains a lease at inception of the contract. The Group recognises a right-of-use asset and
corresponding lease liability in the consolidated balance sheet for all lease arrangements longer than twelve months, where it is the lessee
and has control of the asset. For all other leases, the Group recognises the lease payments as an operating expense on a straight-line basis
over the term of the lease. The right-of-use assets are initially recognised on the balance sheet at cost, which comprises the amount of the
initial measurement of the corresponding lease liability, adjusted for any lease payments made at or prior to the commencemen t date of the
lease and any lease incentive received.
The lease liability is initially measured at the present value of the future lease payments from the commencement date of the lease. The lease
payments are discounted using the interest rate implicit in the lease or, if not readily determinable, the compan y specific incremental borrowing
rate.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective
interest method) and by reducing the carrying amount to reflect the lease payments made. The lease liability is recognised in trade and other
payables as current or non-current liabilities depending on underlying lease terms.
For short-term leases (periods less than 12 months) and leases of low value, the Group has opted to recognise lease expense on a straight-
line basis over the lease term.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the accounting policies described above, the Group is required to make judgements, estimates and assumptions about
the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are
based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period
in which the estimate is revised if the revision affects only that period, or in the period of revision and future periods if the revision affects both
current and future periods.
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
143
Critical judgements in applying the Group’s accounting policies
The following are the critical judgements, apart from those involving estimations (which are presented separately below), that the Directors
have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in
financial statements.
Past due trade receivable valuation
The recognition of revenue, particularly the recognition of revenue from pipeline exports, is considered to be a key accounting judgement. The
Group began commercial production from the Shaikan Field in July 2013 and historically made sales to both the domestic and export markets.
The Group considers that revenue can be reliably measured as it passes the delivery point into the export pipeline or truck, as appropriate.
The critical accounting judgement applied to the past due trade receivable considered whether it was appropriate to recognise export revenue
for deliveries from October 2022 to March 2023 based on a proposed new pricing mechanism, notwithstanding that there was no signed lifting
agreement for that period confirming the pricing mechanism. In making this judgement, consideration was given to the fact that the Group
received payment for September 2022 deliveries at an amount that was consistent with the proposed new pricing terms; no furth er discrete
receipts for the period of pipeline exports fro m 1 October 2022 to 25 March 2023 have been received.
Cost oil entitlement
For so long as GKP’s cost pool exceeds the cost oil component of the trade receivables balance, GKP’s cost oil entitlement is aligned between
revenue and invoiced amounts at 28.8% of gross field revenues (40% Contractor cost oil, less 10% royalty, GKP payi ng interest of 80%). It
has been adjudged that in the event that the cost oil component of trade receivables exceeds the cost pool balance, revenue is capped to the
level of recoverable costs incurred in the period with the outstanding cost oil trade recei vable making up the full 28.8% invoiced. Cost oil trade
receivables, when rebilled, are therefore not recognised as revenue transactions. In 2025 GKP’s cost pool balance reduced to the level of
outstanding cost oil trade receivables which largely results from the level of past due receivables as detailed in note 13. As a result amounts
invoiced in 2025 included $28.3m of cost oil trade receivables rebilling that is not included within revenue. Future cash flo ws are expected to
align to the full cost oil entitlement invoiced.
A summary of the currently estimated financial impact of cost oil revenue being limited by the available cost pool is detaile d in note 2.
Profit oil entitlement
Profit oil entitlement is dependent upon the R-factor and cost oil component described above, as determined by the PSC. GKP judges that the
R-factor is to be calculated on a cash receipts basis; giving a current profit oil entitlement of approximately 9% w hen cost oil is capped at
28.8%. A reduction of approximately 2% is expected on cash receipts relating to capacity building payments payable as described below.
GKP’s invoiced entitlement is approximately 38%, being a combination of cost and profit oil; cash receipts are expected to be at 36% entitlement
after a 2% capacity building payment reduction.
Working interest and capacity building payments
During past PSC negotiations with the MNR, it was tentatively agreed that the Shaikan Contractor would provide the KRG a 20% carried
working interest in the PSC. This would result in a reduction of GKP’s working interest from 80% to 61.5%. To compensate for such decrease,
capacity building payments expense would be reduced to 20% of profit petroleum. While the PSC has not been formally amended, it was
agreed that GKP would invoice the KRG for oil sales based on the proposed revised terms from October 2017. The financial statements reflect
the proposed revised working interest of 61.5%. Relative to the PSC terms, the proposed revised invoicing terms result in a d ecrease in both
revenue and cost of sales and on a net basis are slightly positive for the Group.
As part of earlier PSC negotiations, on 16 March 2016, GKP signed a bilateral agreement with the MNR (the “Bilateral Agreement”). The
Bilateral Agreement included a reduction in the Group’s capacity building payment from 40% to 30% of profit petroleum. Subsequent to signing
the Bilateral Agreement, further negotiations resulted in the capacity building payment rate being reduced from 30% to 20%, which has formed
the basis for all oil sales invoices to date as noted above. Since PSC negotiations have not been finalised, GKP has included a non-cash
payable for the difference between the capacity building rate of 20% and 30%, which is recognised in cost of sales and other payables. See
note 14 for further details. The Group expects to confirm with the MNR whether to proceed with a formal amendment to the PSC to reflect
current invoice terms.
Any future agreements between the Group and the MNR could change the amounts of revenue or expense recognised and will be ref lected in
future periods.
Material sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have a significant
risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.
Expected credit loss (“ECL”)
The recoverability of receivables is a key accounting judgement. The difference between the nominal value of receivables and the expected
value of receivables after allowing for counterparty default risk is the basis for the ECL. This ECL is offset against current and non-current
receivable amounts as appropriate within the balance sheet with the change in the receivable balance during the period recognised in the
income statement.
In making this judgement, a weighted average has been applied to modelled receipt profiles, upon which a counterparty default allowance has
been applied to derive the ECL. When modelling receipt profiles management have made a number of key estimates that are dependent upon
uncertain future events including: the KRG’s deemed credit rating, the unrecovered cost pool is depleted on a cash basis as invoices for crude
sales are paid which can be recovered through local and export sales, estimated timeline of cost oil and profit oil recoveries via commercial
terms which have not yet been agreed with the KRG, future oil price including an estimate of both local and export prices, future oil production,
and the probabilities allocated to various scenarios incorporating the aforementioned variables. Management has estimated the KRG’s
probability of default based on credit default swap ratings (“CDS”) applicable to sovereign nations with similar characterist ics to the KRG.
Material sensitivities of the ECL to discrete variables are summarised in note 13.
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
144
Decommissioning provision
Decommissioning provisions are estimated based upon the obligations and costs to be incurred in accordance with the PSC at the end of field
life in 2043. There is uncertainty in the decommissioning estimate due to factors including potential changes to the cost of activities, potential
emergence of new techniques or changes to best practice. The Group performed an estimate of the value of obligations and costs to
decommission the asset as at 31 December 2023, which was reviewed by ERC Equipoise, an independent third party; this estimate formed
the basis of the updated estimate of the current value of obligations and costs at 31 December 2025.
Management have increased the decommissioning costs by estimated compound interest rates, to future value in 2043, and reduced to present
value by an estimated discount rate, there is also uncertainty regarding the inflation and discount rates used. For the carrying amount of the
item, see note 15.
Carrying value of producing assets
In line with the Group’s accounting policy on impairment, management performs an impairment review of the Group’s oil and gas assets at
least annually with reference to indicators as set out in IAS 36 ‘Impairment of Assets’. The Group assesses its group of assets, called a cash-
generating unit (“CGU”), for impairment, if events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. Where indicators are present, management calculates the recoverable amount using key estimates such as future oil prices,
estimated production volumes, the cost of development and production, post-tax discount rates that reflect the current market assessment of
the time value of money and risks specific to the asset, commercial reserves and inflation. The key assumptions are subject to change based
on market trends and economic conditions. Where the CGU’s recoverable amount is lower than the carrying amount, the CGU is considered
impaired and is written down to its recoverable amount.
The Group’s sole CGU at 31 December 2025 was the Shaikan Field with a carrying value, being Oil and Gas assets less capitalised
decommissioning provision, of $308.6 million (2024: $348.9 million). The Group performed an impairment indicator evaluation as at 31
December 2025 and concluded that no impairment indicators arose. The key areas of estimation in assessing the potential impairment
indicators are as follows:
§ The ITP re-opened in late September 2025. This timing is 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 Group’s netback oil price applied only to export pipeline sales was based on the Brent forward curve and market participants’
consensus, including banks, analysts and independent reserves evaluators, as at 31 December 2025 for the period 2026 to 2032 with
inflation of 2.50% per annum thereafter, less transportation costs and quality adjustments. Brent consensus prices are as follows

Scenario ($/bbl – nominal) | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032
31 December 2025 – base case | n/a | 62.0 | 65.0 | 70.0 | 70.0 | 72.0 | 79.0 | 80.0
31 December 2025 – stress case | n/a | 55.8 | 58.5 | 63.0 | 63.0 | 64.8 | 71.1 | 72.0
31 December 2024 – base case | 74.0 | 72.0 | 74.0 | 75.0 | 73.0 | 80.0 | 82.0 | 84.1
31 December 2024 – stress case | 66.6 | 64.8 | 66.6 | 67.5 | 65.7 | 72.0 | 73.8 | 75.7

§ Management have previously applied sensitivities in reviewing stress case pricing including a 10% reduction from base case pricing to
derive a stress case price with no impairment impact. The stress case pricing is noted above;
§ Discount rates are adjusted to reflect risks specific to the Shaikan Field and the Kurdistan Region of Iraq. Management assessed changes
to the key variables that could impact discount rate and concluded a reduction in the rate was necessary. The post-tax nominal discount
rate was estimated to be 15%, a 1% reduction from 31 December 2024;
§ Operating costs and capital expenditure are based on financial budgets and internal management forecasts. Costs assumptions
incorporate management experience and expectations, as well as the nature and location of the operation and the risks associa ted
therewith. There were no indicators that costs will materially increase in comparison to 31 December 2023 impairment assessment;
§ No adverse changes were noted for commercial reserves and production profiles;
§ The field was shut-in July 2025 as a precaution after drone attacks at other oil fields in Kurdistan. Operations resumed in August 2025
after a security review with the KRG and production returned to full capacity. On 28 February 2026, the Group again suspended production
operations as a precautionary measure in response to the wider Middle East conflict. There has been no damage to the Group’s assets,
and appropriate measures were taken to safeguard staff. The situation continues to be monitored, and operations will resume once
conditions allow. The potential impact of this event has not been included in the assessment because it is a post-balance-sheet
non-adjusting event; and
§ The Group continues to develop its assessment of the potential impacts of climate change and the associated risks of the transition to a
low-carbon future. Our ambition to reduce scope one per barrel CO2 emissions intensity is dependent on the timing of sanction and
implementation of the Gas Management Plan. 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 impact of the
principal climate change transition risks. The APS scenario assumes that governments will meet, in full and on time, all of the
climate-related commitments that they have announced, including longer term net zero emissions targets and pledges in Nationally
Determined Contributions (“NDCs”) to reduce national emissions and adapt to the impacts of climate change leading to a global
temperature rise of 1.7°C in 2100. The 2025 World Energy Outlook NZE scenario now assumes that global temperatures e xceed 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. The actual re-opening date is consistent with the assessment as
at 31 December 2023, where management performed sensitivities of up to two years. There was no impairment under the APS scenario,
but a potential impairment under the NZE scenario. Management has performed an updated assessment using the latest data from the
World Energy Outlook 2025 and this indicates that there is no impairment under the NZE scenario.
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
145
Notes to the consolidated financial statements
1. Geographical information
The Chief Operating Decision Maker, as per the definition in IFRS 8 ‘Operating Segments’, is considered to be the Board of Directors. The
Group operates in a single segment, that of oil and gas exploration, development and production, in a single geographical location, the
Kurdistan Region of Iraq (“KRI”); 100% (2024: 100%) of the group’s non-current assets, excluding deferred tax assets and other financial
assets, are located in the KRI. The financial information of the single segment is materially the same as set out in the consolidated statement
of comprehensive income, the consolidated balance sheet, the consolidated statement of changes in equity, the consolidated cash flow
statement and these related notes.
2. Revenue

| 2025 | 2024
Non-IFRS measure | $’000 | $’000
Revenue invoiced for the year | 193,093 | 151,208
Effective recovery of past receivables | (28,280) | -
Revenue | 164,813 | 151,208
Oil sales via export pipeline | 54,477 | -
Local oil sales | 113,892 | 151,208
Revenue in accordance with IFRS 15 | 168,369 | 151,208
Embedded derivative on trade receivables from 2025 export sales (see note 13) in accordance with IFRS 9 | (3,556) | -
Revenue | 164,813 | 151,208

The Group’s accounting policy for revenue recognition is set out in the ‘Summary of material accounting policies’, with revenue recognised
upon crude oil passing the delivery points, either being entry into pipeline or delivered into trucks.
Non-IFRS measure
GKP’s entitlement as per 2025 export contracts, has been invoiced and either cash settled in 2025 or expected to be cash settled in 2026,
subject to subsequent price variation in line with export contracts and completion of the international independent consultant’s review confirming
entitlement and related invoices. Entitlement on an invoicing basis remains at approximately 38% net to GKP with an approxima te 2% reduction,
relating to 20% capacity building payments, reducing cash receipts to an effective 36% entitlement.
For financial reporting purposes and as required under IFRS, the unrecovered cost pool is effectively decreased by the cost oil component of
past due trade receivables (see note 13). Upon the cost oil component of trade receivables equalling the unrecovered cost pool, invoices
issued at 38% entitlement effectively recovering the cost oil component of outstanding trade receivables.
Invoiced amounts that the Group expect to result in cash inflows total $193.1 million (2024: $151.2 million) with $64.8 milli on remaining
outstanding as at 31 December 2025 as disclosed in note 13 (prior to ECL). The effective rebilling of past due receivables totalled $28.3 million
(2024: not applicable), therefore revenue, in accordance with IFRS 15, was capped at $164.8 million.
Local oil sales (from 1 January 2024 – 26 September 2025)
For the duration of local oil sales, GKP sold oil to local buyers at negotiated prices. The weighted average realised price achieved was $27.6/bbl
(2024: $26.8/bbl).
Oil sales via export pipeline (from 27 September 2025 – 31 December 2025)
Following the reopening of the Iraq-Türkiye Pipeline (“ITP”), on 27 September 2025 GKP resumed exports of oil that are lifted at the port of
Ceyhan, Türkiye.
GKP’s performance obligation is satisfied upon oil entering the ITP at the Group’s production facilities. Revenue is valued using the estimated
realisable price when the Group’s entitlement barrels enter the ITP.
The estimated weighted average realisable price for export revenue via the pipeline in 2025 was $50.5/bbl (2024: not applicable) with
approximately $30/bbl achieved to date and settled within approximately two months of production in line with export contracts. The remaining
balance outstanding of approximately $32.8 million (subject to price variation) is payable subject to completion of the independent consultant’s
review referenced above.
The transaction price that results in cash flows to GKP is determined by the realised price when oil is lifted at the port of Ceyhan. The difference
between the estimated realisable price when oil enters the pipeline at the Group’s production facilities and the actual realised price when lifted
at Ceyhan, or the estimated realisable price for barrels input into the pipeline but unlifted at year end, is accounted for as an embedded
derivative in accordance with IFRS 9.
Information about major customers
Customers making up greater than 10% of revenue are as follows:

| 2025 | 2024
Kurdistan Regional Government | 31% | 0%
Customer A | 45% | 88%
Customer B | 12% | <10%
Customer C | 12% | <10%

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
146
3. Cost of sales

| 2025 | 2024
| $’000 | $’000
Operating costs | 52,639 | 52,435
Capacity building payments | 13,583 | 10,818
Change in oil inventory value | (59) | (168)
Depreciation of oil and gas assets and operational assets (see note 10) | 77,308 | 75,781
Reversal of provision against inventory held for sale | (2,6 |
| 27) | -
Loss on disposal of drilling stock | 245 | -
| 141,089 | 138,866

The Group accounting policy for depreciation of oil and gas assets and operational assets, as well as the recognition of capacity building
payments, are set out in the Summary of material accounting policies section.
The depreciation charge is based upon internal reserves and development cost estimates. The increase in charge compared to 2024 is
principally derived from higher production in 2025.
During the year ended 31 December 2025, inventory formerly held for sale was reassessed to no longer be held for sale. Whilst held for sale
this inventory was provided against, upon reassessment this provision has been reversed resulting in a gain of $2.6m in the year ended 31
December 2025 (2024: nil). Following this reversal these items were capitalised as an addition to oil and gas assets (see note 10).
4. Other general and administrative expenses

| 2025 | 2024
| $’000 | $’000
Depreciation and amortisation | 2,049 | 3,033
Auditor’s remuneration (see below) | 704 | 679
Other general and administrative costs | 6,560 | 7,700
| 9,313 | 11,412

| 2025 | 2024
Fees payable to the Company’s auditor: | $’000 | $’000
for the audit of the Company’s annual accounts | 562 | 530
for the audit of the Company’s subsidiaries | 26 | 32
Total audit fees | 588 | 562
Other assurance services (including a half year review) | 116 | 117
Total fees | 704 | 679

5. Share option related expense

| 2025 | 2024
| $’000 | $’000
Share-based payment expense | 3,660 | 3,472
Payments related to share options exercised | 2,543 | 704
Share-based payment related provision for taxes | 756 | 243
| 6,959 | 4,419

Under the Long Term Incentive Plan (“LTIP”) schemes, GKP awards share options to employees annually that have a three-year vesting period,
the share price at the date of award is a significant determinant of the number of shares issued to employees (see note 21).
In the event the Company pays dividends to shareholders during the vesting period, upon vesting (assuming the dividend has be en paid or
gone ex-dividend) the Company would compensate employees for an amount equivalent to the dividends paid during the vesting period and
such amount would be settled at the Company’s discretion with shares or cash.
The increase in payments related to share options exercised reflects a higher number of options exercised during the year. This was primarily
driven by a higher LTIP vesting percentage which is calculated based upon performance conditions of both absolute and relative Total
Shareholder Return (“TSR”) (2025: 75% of the 2022 LTIP; 2024: 30% of the 2021 LTIP). In addition, the Year 1 tranche of the 2024 LTIP vested
in 2025. The increase was further impacted by a higher share price at the date of exercise (see note 21).
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
147
6. Staff costs
The average number of employees, including Executive Directors, and contractors employed by the Group was 433 (2024: 411); the number
of full-time equivalents of these workers was 287 (2024: 274).

| Average number of |  |  | Average number of full-time
| employees |  | equivalents
| 2025 | 2024 | 2025 | 2024
Kurdistan | 409 | 387 | 263 | 250
United Kingdom | 24 | 24 | 24 | 24
Total | 433 | 411 | 287 | 274

Staff costs as follows are shown net of amounts recharged to joint operations:

| 2025 | 2024
| $’000 | $’000
Wages and salaries | 39,315 | 37,833
Social security costs | 2,446 | 2,723
Pension costs | 456 | 472
Share -based payment (see note 21) | 6,959 | 4,419
| 49,176 | 45,447

Staff costs include costs relating to contractors who are long-term workers in key positions and are included in PPE additions, cost of sales
and other general and administrative expenditure depending on the nature of such costs. Staff costs are shown net of amounts recharged to
joint operations.
7. Finance costs and finance income

| 2025 | 2024
| $’000 | $’000
Lease interest | (161) | (48)
Unwinding of discount on provisions (see note 15) | (1,790) | (1,628)
Interest expense | (25) | -
Total fin ance costs | (1,976) | (1,676)
Finance income | 2,740 | 4,116
Net finance income | 764 | 2,440

8. Income tax

| 2025 | 2024
| $’000 | $’000
Deferred UK corporation tax credit/(charge) (see note 16) | 468 | (708)
Tax credit/(charge) attributable to th e Company and its subsidiarie s | 468 | (708)

The Group is not required to pay taxes in Bermuda on either income or capital gains. The Group has received an undertaking from the Minister
of Finance in Bermuda exempting it from any such taxes at least until the year 2035.
In the KRI, the Group is subject to corporate income tax on its income from petroleum operations under the Kurdistan PSC. Under the Shaikan
PSC, any corporate income tax arising from petroleum operations will be paid from the KRG’s share of petroleum profits. Due to the uncertainty
over the payment mechanism for oil sales in Kurdistan, it has not been possible to measure reliably the taxation due that has been paid on
behalf of the Group by the KRG and therefore the notional tax amounts have not been included in revenue or in the tax charge. This is an
accounting presentational point and there is no taxation to be paid.
Deferred tax is provided for temporary differences which give rise to such a balance in jurisdictions subject to income tax. All deferred tax arises
in the UK. The annual UK corporation tax rate for the years ended 31 December 2025 and 31 December 2024 was 19% on profits up to £50k
tapered to 25% on profits above £250k.
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
148
9. Earnings per share
The calculation of the basic and diluted profit per share is based on the following data:

| 2025 | 2024
Profit after tax for basic and diluted per share calculations ($’000) | 15,134 | 7,158
Number of shares (‘000s): |  |
Basic weighted average number of ordinary shares | 217,005 | 219,562
Basic EPS (cents) | 6.97 | 3.26

The Group applies IAS 33 in determining whether potential common shares are dilutive or anti-dilutive.
Reconciliation of dilutive shares:

Number of shares (‘000s) | 2025 | 2024
Basic weighted average number of ordinary shares outstanding | 217,005 | 219,562
Effect of potential dilutive share options | 9,557 | 9,134
Diluted number of ordinary shares outstanding | 226,562 | 228,696
Diluted EPS (cents) | 6.68 | 3.13

The weighted average number of ordinary shares in issue excludes shares held by Employee Benefit Trustee (“EBT”) of 0.1 milli on, (2024:
0.1 million).
10. Property, plant and equipment

| Oil and gas | Fixtures and | Right of use |
| assets | equipment | assets | Total
| $’000 | $’000 | $’000 | $’000
Year ended 31 December 2024 |  |  |  |
Opening net book value | 443,393 | 2,066 | 383 | 445,842
Additions | 18,252 | 284 | 1,559 | 20,095
Disposals’ cost | - | - | (2,040) | (2,040)
Revision to decommissioning asset | (693) | - | - | (693)
Depreciation charge | (75,781) | (576) | (394) | (76,751)
Disposals’ depreciation | - | - | 2,004 | 2,004
Foreign currency translation differences | - | (1) | (6) | (7)
Closing net book value | 385,171 | 1,773 | 1,506 | 388,450
At 31 December 2024 |  |  |  |
Cost | 1,010,429 | 9,687 | 1,701 | 1,021,817
Accumulated depreciation | (625,258) | (7,914) | (195) | (633,367)
Net book value | 385,171 | 1,773 | 1,506 | 388,450
Year ended 31 December 2025 |  |  |  |
Opening net book value | 385,171 | 1,773 | 1,506 | 388,450
Additions | 38,788 | 365 | - | 39,153
Disposals’ cost | - | (2,021) | - | (2,021)
Revision to decommissioning asset | (198) | - | - | (198)
Depreciation charge | (77,308) | (475) | (325) | (78,108)
Disposals’ depreciation | - | 2,021 | - | 2,021
Foreign currency translation differences | - | 5 | 102 | 107
Closing net book value | 346,453 | 1,668 | 1,283 | 349,404
At 31 December 2025 |  |  |  |
Cost | 1,049,019 | 8,035 | 1,803 | 1,058,857
Accumulated depreciation | (702,566) | (6,367) | (520) | (709,453)
Net book value | 346,453 | 1,668 | 1,283 | 349,404

The net book value of oil and gas assets at 31 December 2025 is comprised of property, plant and equipment relating to the Shaikan block
with a carrying value of $346.5 million (2024: $385.2 million).
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
149
The additions to the Shaikan asset amounting to $38.8 million during the year included investment in PF-2 safety upgrades, well workovers
and initial expenditure on the installation of water handling facilities at PF-2 as well as items purchased and paid for in 2022 and 2023 and
subsequently classified as impaired inventory held for sale (see note 3). Upon delisting as held for sale, the items were capitalised as oil and
gas assets at their unimpaired value of $5.4 million (2024: not applicable).
The $0.2 million decrease (2024: $0.7 million decrease) in decommissioning asset value comprises a $1.9 million decrease relating to changes
of inflation and discount rates (2024: $1.1 million), partially offset by an increase of $1.7 million relating to increases in well estimates and
additional facilities works (2024: $0.4 million).
The DD&A charge of $77.3 million (2024: $75.8 million) on oil and gas assets has been included within cost of sales (see note 3). The
depreciation charge of $0.5 million (2024: $0.6 million) on fixtures and equipment and $0.3 million (2024: $0.4 million) on right of use assets
has been included in general and administrative expenses (see note 4).
Right of use assets at 31 December 2025 of $1.3 million (2024: $1.5 million) consisted principally of buildings.
For details of the key assumptions and judgements underlying the impairment assessment, refer to the “Critical accounting estimates and
judgements” section of the Summary of material accounting policies.
11. Group companies
Details of the Company’s subsidiaries and joint operations at 31 December 2025 is as follows:

|  | Proportion of |
| Place of | ownership | Principal
Name of subsidiary | incorporation | interest | activity
Gulf Keystone Petroleum (UK) Limited | United Kingdom | 100% | Management, support,
1 st Floor |  |  | geological, geophysical and
Brownlow Yard |  |  | engineering services
7 Roger Street |  |  |
London, WC1N 2JU |  |  |
Gulf Keystone Petroleum International Limited | Bermuda | 100% | Exploration, evaluation,
c/o Carey Olsen Services Bermuda Limited |  |  | development and production
5 th Floor |  |  | activities in Kurdistan
Rosebank Centre |  |  |
11 Bermudiana Road |  |  |
Pembroke, HM08 Bermuda |  |  |

12. Inventories

| 2025 | 2024
| $’000 | $’000
Warehouse stocks and materials | 7,481 | 6,829
Crude oil | 293 | 234
Inventory held for sale | - | 2,789
| 7,774 | 9,852

|  | Proportion of |
|  | ownership | Principal
Name of joint operation | Location | interest | activity
Shaikan | Kurdistan | 80% | Production and development
|  |  | activities

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
150
13. Trade and other receivables
Non-current receivables

| 2025 | 2024
| $’000 | $’000
Trade receivables – non-current | 84,007 | 138,175

Non-current trade receivables relate to overdue amounts due from the KRG, after deducting the expected credit loss, that are expected to be
received more than 12 months from the reporting date (see Reconciliation of trade receivables below).
Current receivables

| 2025 | 2024
| $’000 | $’000
Trade receivables | 114,835 | 16,583
Other receivables | 8,333 | 7,291
Prepayments and accrued income | 1,897 | 2,905
Trade and other receivables - current | 125,065 | 26,779
Total tra de and other receivables - current and non-current | 209,072 | 164,954

Reconciliation of trade receivables

| 2025 | 2024
| $’000 | $’000
Amounts related to past due trade receivables |  |
Gross past due trade receivables before impairment allowance | 142,745 | 171,026
Less: Impairment allowance | (8,351) | (16,267)
Carrying value at 31 December | 134,394 | 154,759
Amounts related to trade receivables from 2025 export sales |  |
Gross trade receivables from 2025 export sales before impairment allowance | 64,805 | -
Less: Impairment allowance | (357) | -
Carrying value at 31 December | 64,448 | -
Total trade receivables - current and non-current | 198,842 | 154,759

Amounts related to past due trade receivables
Gross past due trade receivables before impairment allowance of $142.7 million (2024: $171.0 million) are comprised of invoiced amounts due
from the KRG, based upon KBT pricing, for crude oil export sales totalling $130.5 million (2024: $158.8 million) rel ated to October 2022 –
March 2023 and a share of Shaikan amounts due from the KRG that GKP purchased from MOL amounting to $12.2 million (2024: $12.2
million). Although no legal right of offset exists, the net balance past due from the KRG comprises $130.5 million (2024: $158.8 million) included
in trade receivables and $7.7 million (2024: $7.7 million) included within current liabilities relating to capacity building payment accrued at 20%
(see note 14), resulting in a net past due receivable balance due from the KRG relating to crude oil sales in 2022 and 2023 of $122.8 million
(2024: $151.1 million).
As detailed in the Sales Revenue accounting policies, entitlement has two components: cost oil, which is the mechanism by which the Group
recovers its costs incurred, and profit oil, which is the mechanism through which profits are shared between the Group, its p artner and the
KRG. The past due trade receivable balance of $122.8 million above (2024: $151.1 million), comprises $92.1 million (2024: $120.4 million)
cost oil and $30.7 million profit oil (net of Capacity Building Payment). Although no legal right of offset exists, it is expected that $29.6 million
of the past due balance will be offset against amounts due to the KRG (see note 14).
As detailed in the Summary of material accounting policies and note 2, the outstanding sales invoices from October 2022 – March 2023
receivable have been recognised based on a proposed pricing mechanism, which GKP has not accepted. With cost oil trade receivables
restricted by the cost pool balance the impact of the proposed pricing mechanism impacts only the value of past due profit oi l receivables.
Impairment allowance / Decrease of expected credit loss provision on trade receivables
Although GKP continues to rebill past due cost oil trade receivables (see note 2) and negotiate settlement of past due profit oil as well as
purchased revenue arrears, an ECL of $8.7 million (2024: $16.3 million) was provided against the trade receivables balance in accordance
with IFRS 9 ‘Financial Instruments’. During the year, a $7.6 million credit to the income statement was recognised due to the decrease in the
ECL provision (2024: credit of $8.2 million) arising principally from the lower past due balances outstanding due to rebilled amounts and an
earlier repayment profile, as well as an earlier expected repayment profile on receivable amounts due under the mechanism agreed within the
2025 export agreements. The Group expects to continue to invoice and recover the cost oil component of past due trade receivables, via
monthly invoicing of exports up to a full 36% GKP entitlement net of capacity building payment.
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
151
Amounts related to trade receivables from 2025 export sales
Gross trade receivables, relating to export sales via the reopened ITP in September 2025, of $64.8 million (2024: nil) are amounts due under
contracts signed with the KRG and the Federal Government of Iraq (“FGI”). Outstanding amounts comprise two componen ts:
§ $32.0 million equivalent to approximately $30/bbl on barrels input into the ITP; cash receipts continue to be received within approximately
two months of production, and one month after those quantities are lifted of at the port of Ceyhan, and
§ $32.8 million being a reconciliation to GKP’s invoiced 38% pre-capacity building payment entitlement; cash receipts are due following the
conclusion of an independent consultant’s review of the Shaikan Contractor’s invoices and contractual costs.
Although no legal right of offset exists, $3.0 million (2024: nil) relates to capacity building payment accrued at 20% within current liabilities (see
note 14), resulting in a net past due receivable balance due from the KRG relating to 2025 export sales of $61.8 million (2024: nil). This 2025
export sales trade receivable balance of $61.8 million above, comprises $49.7 million cost oil and $12.1 million profit oil (net of capacity building
payment).
ECL sensitivities
Considering the variables listed within the Summary of material accounting policies, the only variables with a significant impact upon the profit
before tax, when varied reasonably, are the estimation of the KRG's credit rating for which no official market data exists, the estimated timing
of cash receipts and the probability of reaching a commercial settlement.
For the purpose of GKP’s ECL calculation, the KRG's deemed CDS was estimated to be 3.36%. When applied to appropriate receipt profiles,
an increase of the CDS of 2% would increase the ECL provision by $4.4 million, conversely a decrease of the CDS of 2% would decrease the
ECL provision by $4.7 million.
All other variables listed within the Summary of material accounting policies, when individually reasonably varied, do not have a material impact
upon the ECL valuation.
Other receivables
Included within Other receivables is an amount of $0.1 million (2024: $0.5 million) being the deposits for leased assets which are receivable
after more than one year. There are no receivables from related parties as at 31 December 2025 (2024: nil). No impairments of other receivables
have been recognised during the year (2024: nil).
14. Liabilities
Trade and other payables - current

| 2025 | 2024
| $’000 | $’000
Trade payables | 2,520 | 1,746
Accrued expenditures | 26,897 | 22,228
Amounts due to KRG not expected to be cash settled | 87,184 | 80,905
Capacity building payment due to KRG on past due trade receivables | 7,687 | 7,687
Capacity building payment due to KRG on 2025 export sales trade receivables | 3,014 | -
Other payables | 588 | 4,080
Lease obligations | 424 | 395
Overlift | - | 236
Total tra de and other payables - current | 128,314 | 117,277

Trade payables and accrued expenditures principally comprise amounts outstanding for trade purchases and ongoing costs; the D irectors
consider that carrying amounts approximate fair value.
Amounts due to KRG not expected to be cash settled of $87.2 million (2024: $80.9 million) include:
§ $41.9 million (2024: $40.1 million) expected to be offset against amounts due from the KRG:
§ $12.3 million relating to profit oil sales up to 2018 that have not been recognised in the financial statements as management consider
that the criteria for revenue recognition have not been satisfied, and;
§ $29.6 million relating to a partial offset of past due trade receivables (see note 13).
§ $45.3 million (2024: $40.8 million) related to an accrual 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. The Group’s working interest under the 2016 Bilateral
Agreement is 80% whereas the invoicing basis is 61.5%. If the commercial position were to revert to the full terms of the executed
amended PSC and the 2016 Bilateral Agreement, the Group would not expect to cash settle this balance as a more than offsetting
increase in GKP’s net entitlement is expected to result in revenue being due to GKP (see critical accounting judgements), the value of
which is expected to exceed the accrued $45.3 million.
Non-current liabilities

| 2025 | 2024
| $’000 | $’000
Non-current lease liability | 928 | 1,112

/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
152
15. Decommissioning provision

| 2025 | 2024
| $’000 | $’000
At 1 January | 36,247 | 35,312
New provisions and changes in estimates | (198) | (693)
Unwinding of discount | 1,790 | 1,628
At 31 December | 37,839 | 36,247

The $0.2 million decrease in new provisions and changes in estimates (2024: $0.7 million decrease) comprises $1.9 million decrease relating
to changes of inflation and discount rates (2024: $1.1 million decrease), partially offset by an increase of $1.7 mi llion relating to increases in
well estimates and additional facilities works (2024: $0.4 million increase). The provision for decommissioning is based on the net present
value of the Group’s estimated share of expenditure, inflated at 2.25% (2024: 2.5%) and discounted at 4.8 % (2024: 4.9%), which may be
incurred for the removal and decommissioning of the wells and facilities currently in place and restoration of the sites to their original state.
Most expenditures are expected to take place towards the end of the PSC term in 2043.
16. Deferred tax asset
The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior
reporting periods. The deferred tax assets arise in the United Kingdom.

| Accelerated tax | Share-based | Tax losses |
| depreciation | payments | carried forward | Total
| $’000 | $’000 | $’000 | $’000
At 1 January 2024 | 293 | 482 | 770 | 1,545
Tax (charge)/c redit to income state ment | (271) | 238 | (675) | (708)
Exchange differences | - | (11) | (1) | (12)
At 31 December 2024 | 22 | 709 | 94 | 825
Tax credit/(charge) to income statement | 176 | 323 | (31) | 468
Exchange differences | 6 | 60 | 6 | 72
At 31 December 2025 | 204 | 1,092 | 69 | 1,365

17. Financial instruments

| 2025 | 2024
| $’000 | $’000
Financial assets |  |
Cash | 78,233 | 102,346
Receivables | 208,541 | 161,426
| 286,774 | 263,772
Financial liabilities |  |
Trade and other payables | 129,242 | 118,152
| 129,242 | 118,152

All financial liabilities, except for non-current lease liabilities (see note 14), are due to be settled within one year and are classified as current
liabilities. All financial liabilities are recognised at amortised cost.
Fair values of financial assets and liabilities
With the exception of the receivables from the KRG which the Group expects to recover in full (see note 13), the Group considers the carrying
value of all its financial assets and liabilities to be materially the same as their fair value.
The financial assets balance includes an $8.7 million provision against trade receivables (2024: $16.3 million) (see note 13). All financial assets,
except trade receivables containing embedded derivatives, are measured at amortised cost which is materiall y the same as fair value.
Capital Risk Management
The Group manages its capital to ensure that the entities within the Group will be able to continue as going concerns while maximising the
return to shareholders through the optimisation of the debt and equity structure. The capital structure of the Group consists of cash, cash
equivalents, notes (in previous years) and equity attributable to equity holders of the parent. Equity comprises issued capital, reserves and
accumulated losses as disclosed in note 18 and the Consolidated statement of changes in equ ity.
Capital Structure
The Company’s Board of Directors reviews the capital structure on a regular basis and will make adjustments in light of changes in economic
conditions. As part of this review, the Board considers the cost of capital and the risks associated with each class of capital.
Material Accounting Policies
Details of the material accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis
on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed
in the Summary of material accounting policies.
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
153
Financial Risk Management Objectives
The Group’s management monitors and manages the financial risks relating to the operations of the Group. These financial risks include market
risk (including commodity price, currency and fair value interest rate risk), credit risk, liquidity risk and cash flow interest rate risk.
As at year end, the Group did not hold any derivative assets to hedge against commodity price declines or any other financial risks. The Group
does not use derivative financial instruments for speculative purposes.
The risks are closely reviewed by the Group’s management under the oversight of the Board on a regular basis and, where appro priate, steps
are taken to ensure these risks are minimised.
Market risk
The Group’s activities expose it primarily to the financial risks of changes in oil prices, foreign currency exchange rates and changes in interest
rates in relation to the Group’s cash balances.
There have been no changes to the Group’s exposure to other market risks. The risks are monitored by the Group’s management under the
oversight of the Board on a regular basis.
The Group conducts and manages its business predominantly in US dollars, the operating currency of the industry in which it operates. The
Group also purchases the operating currencies of the countries in which it operates routinely on the spot market. Cash balances are held in
other currencies to meet immediate operating and administrative expenses or to comply with local currency regulations.
At 31 December 2025, a 10% weakening or strengthening of the US dollar against the other currencies in which the Group’s monetary assets
and monetary liabilities are denominated would not have a material effect on the Group’s net assets or profit.
Interest rate risk management
The Group’s policy on interest rate management is agreed at the Board level and is reviewed on an ongoing basis. The current policy is to
maintain a certain amount of funds in the form of cash for short-term liabilities and have the rest on short-term deposits to maximise returns
and accessibility.
Based on the exposure to interest rates for cash at the balance sheet date, a 0.5% increase or decrease in interest rates would not have a
material impact on the Group’s profit.
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. As at 31
December 2025, the maximum exposure to credit risk from a trade receivable outstanding from one counterparty is $207.6 million (2024:
$171.0 million). Although the Group expects to recover the full trade receivables balance, a provision of $8.7 million (2024: $16.3 million) was
recognised against the trade receivables balance in accordance with IFRS 9 (see note 13).
The credit risk on liquid funds is limited because the counterparties for a significant portion of the cash at the balance sheet date are banks
with investment grade credit ratings assigned by international credit-rating agencies.
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Group’s management under the oversight of the Board of Directors. It is the
Group’s policy to finance its business by means of internally generated funds, external share capital and debt. The Group seeks to raise further
funding as and when required.
18. Share capital

| 2025 | 2024
Authorised: | $’000 | $’000
Common shares of $1 each | 292,105 | 292,105

|  | Common shares |  |
| No. of | Share | Share | Total
| shares | capital | premium | amount
| ‘000 | $’000 | $’000 | $’000
Balance 1 January 2024 | 222,443 | 222,443 | 503,312 | 725,755
Dividends paid | - | - | (34,933) | (34,933)
Shares issued | 255 | 255 | - | 255
Repurchase of ordinary shares | (5,693) | (5,693) | (4,394) | (10,087)
Balance 31 December 2024 | 217,005 | 217,005 | 463,985 | 680,990
Dividends paid | - | - | (49,846) | (49,846)
Balance 31 December 2025 | 217,005 | 217,005 | 414,139 | 631,144

At 31 December 2025, a total of 0.1 million common shares at $1 each were held by the EBT (2024: 0.2 million at $1 each). These common
shares were included within reserves.
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
154
Rights attached to share capital
The holders of the common shares have the following rights (subject to the other provisions of the Byelaws):
(i)
entitled to one vote per common share;
(ii)
entitled to receive notice of, and attend and vote at, general meetings of the Company;
(iii)
entitled to dividends or other distributions; and
(iv)
in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for a reorganisation or
otherwise or upon a distribution of capital, entitled to receive the amount of capital paid up on their common shares and
to participate further in the surplus assets of the Company only after payment of the Series A Liquidation Value (as
defined in the Byelaws) on the Series A Preferred Shares.
19. Cash flow reconciliation

|  | 2025 | 2024
| Notes | $’000 | $’000
Cash flows from operating activities |  |  |
Profit from operations |  | 15,010 | 4,702
Adjustments for: |  |  |
Depreciation, depletion and amortisation of property, plant and equipment (including the right of use assets) |  | 78,108 | 76,752
Amortisation of intangible assets |  | 1,248 | 1,980
Decrease of expected credit loss provision on trade receivables | 13 | (7,558) | (8,191)
Share -based payment expense | 21 | 3,660 | 3,472
Provision against inventory held for sale | 3 | (2,627) | 34
Loss on disposal of drilling stock | 3 | 245 | -
Operating cash flows before movements in working capital |  | 88,086 | 78,749
Decrease in inventories |  | 4,460 | 49
Increase in trade and other receivables |  | (36,601) | (1,290)
Increase in trade and other payables |  | 4,436 | 11,919
Cash generated from operations |  | 60,381 | 89,427

Reconciliation of property, plant and equipment additions to cash flows from purchase of property, plant and equipment:

| 2025 | 2024
| $’000 | $’000
Associated cash flows |  |
Additions to property, plant and equipment (see note 10) | 39,153 | 20,102
Movement in working capital | (5,946) | 7,083
Non-cash movements |  |
Foreign exchange differences | 107 | (7)
Purchase of property, plant and equipment | 33,314 | 27,178

20. Commitments
Exploration and development commitments
Additions to property, plant and equipment are generally funded with the cash flow generated from the Shaikan Field. As at 31 December 2025,
gross capital commitments in relation to the Shaikan Field were estimated to be $13.3 million (2024: $9.2 million). Of this amount, $7.0 million
(2024: nil) relates to a single contractual agreement.
21. Share-based payments

| 2025 | 2024
| $’000 | $’000
Total share o ptions charge | 3,660 | 3,472

The total share options charge of $3.7 million (2024: $3.5 million) is comprised of $3.5 million (2024: $3.2 million) related to the LTIP plan and
$0.2 million (2024: $0.3 million) related to the deferred bonus plan. See note 5 for other share option related expenses charged to the
consolidated income statement.
Long Term Incentive Plan
The Gulf Keystone Petroleum 2014 LTIP is designed to reward members of staff through the grant of share options at a zero-exercise price,
that vest three-years after grant, subject to the fulfilment of specified performance conditions. These performance conditions are 50% TSR
over the vesting period and 50% of the Group’s TSR relative to a bespoke group of comparators over the vesting period.
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
155
In July 2024, Gulf Keystone Petroleum introduced the 2024 LTIP. Under this plan, Executive Directors were awarded shares consistent with
the 2014 LTIP, with the addition of a two-year post-vesting holding period, during which vested awards cannot be sold except to cover the tax
liability upon exercise. Similarly, the 2024 LTIP granted to senior management follows the 2014 LTIP guidelines, featuring a three-year vesting
period from the grant date, without a post-vesting holding period, and subject to specific performance conditions. The 2024 LTIP granted to
other staff members consists of nil-cost options with one, two, and three-year vesting periods, with no post-vesting holding periods or
performance conditions attached.

| 2025 | 2024
| Number of | Number of
| share options | share options
| ’000 | ’000
Outstanding at 1 January | 8,918 | 8,004
Granted during the year | 3,206 | 3,590
Exercised during the year | (1,845) | (516)
Forfeited during the year | (399) | (288)
Expired during the year | (529) | (1,872)
Outstanding at 31 December | 9,351 | 8,918
Exercisable at 31 December | - | -

The weighted average share price at the date of exercise for share options exercised during the year was £2.16 (2024: £1.48).
The inputs into the calculation of fair values of the share options granted during the year are as follows:

| 2025 | 2024
Weighted average share price | £1.57 | £1.11
Weighted average exercise price | Nil | Nil
Expected volatility | 51.9% | 56.1%
Expected life | 3 years | 3 years
Risk-free rate | 4.0% | 4.3%
Expected dividend yield (on the basis dividends equivalents received) | Nil | Nil

The options outstanding at 31 December 2025 had a weighted average remaining contractual life of two years (2024: two years).
The aggregate of the estimated fair value of options granted in 2025 is $6.2 million (2024 $4.6 million).
Deferred Bonus Plan
At the Company's AGM in June 2019, shareholders approved the Deferred Bonus Plan. This provides for 30% of the annual bonus attributable
to Executive Directors to be paid in the form of nil cost options that can be exercised any time after the three-year vesting period. There are no
performance conditions other than the Executive Director must continue to be employed for this period (subject to certain lim ited exceptions).

| 2025 | 2024
| Number of | Number of
| share options | share options
| ’000 | ’000
Outstanding at 1 January | 216 | 216
Exercised during the year | (136) | -
Granted during the year | 146 | -
Outstanding at 31 December | 226 | 216
Exercisable at 31 December | - | -

The options outstanding at 31 December 2025 had a weighted average remaining contractual life of two years (2024: one year).
The aggregate of the estimated fair value of options granted in 2025 is $0.3 million (2024: no options granted).
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
156
22. Dividends
During 2025, a total of $50 million dividends (23.040 US cents per Common Share) were declared and paid to shareholders. In 2 024, a total
of $35 million dividends were declared and paid (16.048 US cents per Common Share).
23. Related party transactions
The Company has a related party relationship with its subsidiaries and in the ordinary course of business, enters into various sales, purchase
and service transactions with joint operations in which the Company has a material interest. These transactions are under terms that are no
less favourable to the Group than those arranged with third parties.
Remuneration of Directors and Officers
The Directors and Officers who served during the year ended 31 December 2025 were as follows:
D Thomas – Non-Executive Chair
M Daryabegui – Non-Executive Senior Independent Director
C Krajicek – Non-Executive Director
W Mwaura – Non-Executive Director
J Balkany – Non-Executive Director
J Harris – Chief Executive Officer and Executive Director
G Papineau-Legris – Chief Financial Officer and Executive Director
J Hulme – Chief Operating Officer
C Kinahan – Chief Human Resources Officer
A Robinson – Chief Legal Officer and Company Secretary
The remuneration of the Directors and Officers who are considered to be key management personnel is set out below in aggregat e for each of
the categories specified in IAS 24 Related Party Disclosures.
The values below are calculated in accordance with IAS 19 and IFRS 2.

| 2025 | 2024
| $’000 | $’000
Short-term employee benefits | 6,166 | 7,196
Share-based payment - options | 2,436 | 1,493
| 8,602 | 8,689

Further information about the remuneration of individual Directors is provided in the Directors’ Emoluments section of the Re muneration
Committee report.
24. Contingent Liabilities
During 2025 and up to the date of this report, the Group continued negotiations with the MNR around a number of historical outstanding
Shaikan commercial, financial and accounting matters. The focus of the negotiations includes the settlement of the Group's historical oil sales
receivable balance for the outstanding October 2022 to March 2023 invoices, along with other KRG-related assets and liabilities (including the
sale of test production oil mentioned below), as well as the agreement of a formal amendment to the PSC to reflect current invoicing terms,
outstanding since 2017.
The Group has a contingent liability of $27.3 million (31 December 2024: $27.3 million) in relation to the proceeds from the sale of test
production oil prior to the approval of the Shaikan Field Development Plan (“FDP”) in June 2013. If a cash outflow to the MNR were required
in the future, this would result in a corresponding increase to the unrecovered cost pool as the test production revenue is recorded as a
reduction of the cost pool by $34 million gross to the Contractor ($27.3 million net to GKP) in the Group’s cost recovery submissions to the
MNR, and consequently a potential increase in future cost oil revenue (see note 2).
The above negotiations may lead to a revision to the unrecovered cost pool impacting future revenues, the settlement of previously
unrecognised assets and liabilities, netting of existing receivable and payable balances, or may require material adjustments to currently
recorded balances. Due to the uncertain and range of potential financial outcomes that cannot presently be reliably estimated, no provision for
such asset or liability has been recognised within the financial statements.
25. Subsequent Events
On 18 February 2026 the Company announced the commencement of trading on the Euronext Growth Oslo. The new listing is in addition to
the existing listing on the Main Market of the London Stock Exchange. A total of 538,087 new common shares were issued as a retail offer in
conjunction with the Oslo listing.
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. The Company is monitoring for an opportunity
to safely and quickly restart production with an improvement in the securit y environment.
An interim dividend of $12.5 million was declared in March 2026.
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
157
Report on Payments to Governments for 2025
Introduction
This report sets out details of the payments made to governments by Gulf Keystone Petroleum Ltd and its subsidiary undertakin gs (‘Gulf
Keystone’) for the year ended 31 December 2025 as required under Disclosure and Transparency Rule 4.3A issued by the UK’s Financial
Conduct Authority (‘DTR 4.3A’) and in accordance with The Reports on Payments to Governments Regulations 2014 (as amended in 2015)
(the ‘UK Regulations’) and our interpretation of the Industry Guidance on the UK Regulations issued by the International Association of Oil &
Gas Producers. DTR 4.3A requires companies listed on a stock exchange in the UK and operating in the extractive industry to p ublicly disclose
payments to governments in the countries where they undertake exploration, prospection, discovery, development and extraction of minerals,
oil, natural gas deposits or other materials.
Basis for preparation
Total payments b elow £86,000 made to a government are e xcluded from this report, as permitted under the UK Regulations.
All of the payments made in relation to the Shaikan Production Sharing Contract (‘Shaikan PSC’) in the Kurdistan Region of Iraq have been
made to the Ministry of Natural Resources (“MNR”) of the Kurdistan Regional Government (“KRG”).
Production entitlements
Production entitlements are the host government’s share of production during the reporting period from the Shaikan Field operated by Gulf
Keystone. The figures reported have been produced on an entitlement basis, rather than on a liftings basis. Production entitlements are paid
in-kind and the monetary value disclosed is derived from management’s estimates based on the monthly oil sales invoices.
Royalties
Royalties represent royalties paid in-kind to governments during the year for the extraction of oil. The terms of the royalties are described within
the Shaikan PSC. Royalties have been calculated on the same basis as production entitlements.
Licence fees and capacity building payments
These include licence fees, rental fees, entry fees, capacity building payments, security fees and other considerations for licences or
concessions.
Summary of payments
2025
Production entitlements in-kind
(1)
(’000 bbl)
5,670
Production entitlements in-kind
(1)
($’000)
199,191
Royalties in-kind
(1)
(’000 bbl)
1,214
Royalties in-kind
(1)
($’000)
40,593
Licence fees and capacity building payments in-kind
(2)
($’000)
10,341
Total (’000 bbl)
6,884
Total ($’000)
250,125
(1) For the purposes of the reporting requirements under the UK Regulations, Gulf Keystone is required to characterise the value of the KRG’s production
entitlements under the PSC as a payment to the KRG. During 2025 crude oil produced by Gulf Keystone was sold to local buyers up to 26 September 2025,
during which time the KRG received its share of profit oil in accordance with the PSC and sold the volumes directly to local buyers with the estimated value
of such sales being included as a payment to the KRG. From 27 September 2025, all Shaikan production was exported via pipeline to Ceyhan in Türkiye to
be exported to international markets and, similarly, an estimate is made of the value of the bbls allocated in accordance with the PSC to the KRG (or Federal
Government of Iraq) which are sold under its own export agreements.
(2) Capacity building payments are deducted from the monthly crude oil sales invoice, no direct payment is made to the KRG. The value of licence, rental and
security fees has been accrued and is not expected to be cash settled.
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
158
Glossary
1P
proved reserves
2C
best estimate of contingent resources
2P
proved plus probable reserves
AGM
Annual General Meeting
APIKUR
Association of the Petroleum Industry of Kurdistan
bbl
barrel
bopd
barrels of oil per day
CAGR
Compound Annual Growth Rate
capex
capital expenditure
CBP
Capacity Building Payment
CGU
cash-generating unit
COVID-19
Coronavirus
CPR
Competent Person’s Report
CSR
corporate social responsibility
DBP
Deferred Bonus Plan
DD&A
depreciation, depletion and amortisation
E&P
exploration and production
EBITDA
earnings before interest, tax, depreciation and amortisation
EBT
Employee Benefit T rust
ECL
expected credit losses
EPC
engineering, procurement and construction
ERCE
ERC Equipoise Ltd
ERP
Enterprise Resource Planning
ESG
environmental, social and governance
ESIA
environmental and social impact assessment
ESP
electric submersible pump
FDP
Field Development Plan
FGI
Federal Government of Iraq
FVTPL
fair value through profit and loss
G&A
general and administrative
GHG
greenhouse gas
GKP
Gulf Keystone Petroleum Limited
GKPI
Gulf Keystone Petroleum International Limited
GMP
Gas Management Plan
GRI
Global Reporting Initiative
HSE
health, safety and environment
IA
Investment Association
IAS
International Accounting Standards
IFRS
International Financial Reporting Standards
IOCs
International Oil Companies
IOGP
International Association of Oil & Gas Producers
IPIECA
International Petroleum Industry Environmental Conservation Association
ISAs (UK)
International Standards on Auditing (UK)
ITP
Iraq-Türkiye Pipeline
kbopd
thousand barrels of oil per day
KPI
key performance indicator
KRG
Kurdistan Regional Government
KRI
Kurdistan Region of Iraq
LTI
Lost Time Incident
LTIP
Long Term Incentive Plan
LTIR
Lost Time Incident Rate
LSE
London Stock Exchange
MMstb
million stock tank barrels
MMstb/d
million stock tank barrels per day
MNR
Ministry of Natural Resources of the Kurdistan Regional Government
MOL
Kalegran B.V. (a subsidiary of MOL Hungarian Oil & Gas plc)
OPEC
Organization of the Petroleum Exporting Countries
Opex
operating costs
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
159
OSE
Oslo Stock Exchange
PDMR
Persons Discharging Managerial Responsibilities
PF-1
Shaikan Production Facility 1
PF-2
Shaikan Production Facility 2
PID
photo-ionisation detector
PPE
property, plant and equipment
PSC
Production Sharing Contract
SASB
Sustainability Accounting Standards Board
SDGs
The UN’s Sustainable Development Goals
SECR
Streamlined Energy and Carbon Reporting
SH
Shaikan
Shaikan PSC
PSC for the Shaikan block between the KRG, Gulf Keystone Petroleum International Limited, Texas Keystone, Inc and MOL
signed on 6 November 2007 as amended by subsequent agreement
SID
Senior Independent Director
SOMO
Iraqi State Organization for Marketing of Oil
SRP
Staff Retention Plan
TCFD
Task Force on Climate-related Financial Disclosures
TRIR
Total Recordable Incident Rate
TSR
total shareholder return
UKLA
United Kingdom Listing Authority
VCP
Value Creation Plan
WEF
Water Environment Federation
WHO
World Health Organization
WI
working interest
$
US dollars
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
160
Directors and advisers
Registered office
Gulf Keystone Petroleum Limited
c/o Carey Olsen Services Bermuda Limited
5
th Floor
Rosebank Centre
11
Bermudiana Road
Pembroke HM08
Bermuda
Directors
David Thomas
Non
-Executive Chair
Jon Harris
Chief Executive Officer
Gabriel Papineau
-Legris
Chief Financial Officer
Marianne Daryabegui
Senior Independent
Director
Catherine Krajicek
Non
-Executive Director
Wanda Mwaura
Non
-Executive Director
Julien Balkany
Non
-Executive Director
Bermudan Company Secretary
C
arey Olsen Services Bermuda
Limited
5
th Floor
Rosebank Centre
11 Bermudiana Road
Pembroke HM08
Bermuda
Bermudan legal adviser
Carey Ols
en
Carey Olsen Bermuda Limited
5
th Floor
Rosebank Centre
11 Bermudiana Road
Pembroke HM08
Bermuda
Legal advisers – corporate
Herbert Smith Freehills Kramer LLP
Exchange House
Primrose Street
London EC2A 2EG
United Kingdom
Legal advisers – dispute
resolution
Three Crowns LLP
New Fetter Place
8-10 New Fetter Lane
London EC4A 1AZ
United Kingdom
Auditor
BDO LLP
55 Baker Street
London W1U 7EU
United Kingdom
Registrars
DNB Carnegie Registrar Department
Postboks 1600 Sentrum
0021
Oslo
Norway
Computershare Investor Services
(Jersey) Limited
13 Castle Street
St Helier
Jersey JE1 1ES
Channel Islands
Joint corporate brokers
Canaccord Genuity Limited
88 Wood Street
London EC2V 7QR
United Kingdom
Peel Hunt LLP
100 Liverpool Street
London EC2M 2AT
United Kingdom
Banks
Barclays Bank PLC
Level 27
1 Churchill Place
London E14 5HP
United Kingdom
CitiBank, N.A.
London Branch
Citigroup Centre
25 Canada Square
Canary Wharf
London E14 5LB
United Kingdom
The Royal Bank of Scotland Group
plc
2 1/2 Devonshire Square
London EC2M 4XJ
United Kingdom
Cihan Bank for Islamic Investment
and Finance
100 Meter Road
PO Box 0116-17
Erbil
Kurdistan Region of Iraq
Byblos Bank S.A.L – Iraq
60 Meter Street
PO Box 34-0383
Erbil
Kurdistan Region of Iraq
Byblos Bank S.A.L – Europe
Berkeley Square House
8th Floor, Berkeley Square
London W1J 6BS
United Kingdom
Media relations
FTI Consulting
200 Aldersgate
London EC1A 4HD
United Kingdom
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
161
Key shareholder engagements
22 January 2026
Pareto Securities’ 21st Annual E&P Independents Conference, London
25-26 February 2026
SpareBank 1 Markets 2026 Energy Conference, Oslo
4-5 March 2026
DNB Carnegie’s 19th annual Energy & Shipping Conference, Oslo
19 March 2026
2025 full-year results announcement
19 June 2026
AGM, via webcast
25 August 2026
2026 half-year results announcement
16-17 September 2026
Pareto Securities’ 33rd Annual Energy Conference, Oslo
/ Gulf Keystone Petroleum Limited Annual report and accounts 2025
116