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2022

## Annual Report

### Energean plc

#### www.energean.com

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STRATEGIC REPORT

#### Key Metrics and Report Highlights

2022

2021

% change

Average working interest 2P reserves

and 2C resources (MMboe)

1,378

1,154

19%

Average working interest production (kboepd)

41.2

41.0

0.5%

Sales revenues ($ million)

737

497

48%

Cost of production ($/boe)

18.9

17.5

8%

Adjusted EBITDAX ($ million)

1

422

212

99%

Operating proﬁt ($ million)

232

32.1

623%

Proﬁt/(loss) after tax ($ million)

17

(96)

118%

Cash flow from operating activities ($ million)

272

133

105%

Net debt / (cash) ($ million)

2,518

2,017

25%

Operational Highlights

Karish onstream

First gas was safely delivered at Energean’s flagship project on 26 October 2022. Initially flowing from

one well, all three production wells were brought online by year-end, with excellent reservoir deliverability

confirmed. Energean has completed commissioning under the GSPAs and, at the time of writing, is

sequentially notifying gas buyers that commercial obligations have commenced. Energean is on track to

complete the FPSO debottlenecking by year-end 2023

(see pages 39-40 for further details).

Key development projects on track

First gas from the first well at NEA/NI was brought onstream in March 2023. Energean’s other key

development projects, (Karish North and Cassiopea) are on track to deliver Energean’s 200 kboepd

production target in H2 2024

(see pages 41-42 for further details).

Exploration success

The 2022 growth drilling programme in Israel was successfully completed and discovered and de-risked

73 bcm (480 MMboe) of new gas volumes. This includes 68 bcm (449 MMboe) of gas volumes in the

Olympus Area (Block 12 and Tanin lease), for which the development concept is being finalised

(see

pages 40-41 for further details)

.

Corporate and Financial Highlights

Commencement of dividend payments

In total, Energean returned US$0.60/share to shareholders ($106.5 million) in 2022, in line with Energean’s

target to pay dividends of at least $1 billion by end-2025

(see page 38 for further details)

.

Strong financial performance

Record revenues ($737 million) and adjusted EBITDAX

1

results ($422 million) on the back of strong

commodity prices

(see pages 36 and 67 for further details)

. Energean paid a total of $29.3 million of

one-off windfall taxes in Italy in 2022.

Emissions intensity reduced

13% year-on-year reduction in carbon emissions intensity to 16.0 kgCO2e/boe

(see pages 37 and 65-67 for

further details)

, on track to achieve reduction to 7-9 kgCO2e/boe once Karish is on plateau.

1

The Group uses certain measures of performance that are not specifically defined under IFRS or other generally accepted

accounting principles. These non-IFRS measures include adjusted EBITDAX. More information can be found in the Financial

Review section, under the heading ‘Non-IFRS measures’.

Page 2 of 255

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STRATEGIC REPORT

#### Non-Financial Information Statement

The following table constitutes our Group Non-Financial Information Statement in compliance

with Sections 414CA and 414CB of the Companies Act 2006. The information listed is incorporated

by cross-

reference. Additional Group Non-Financial Information is also available on our website

www.energean.com

.

Reporting

Requirement

Group Approach and Policies

Relevant Information

Relevant

Pages

Environment

Environmental Policy

Climate Change Policy

Zero-Routine-Flaring Policy

Task Force on Climate Related

Disclosure

Environmental policies

17, 61-64

Environmental targets

32

Environmental data

62, 65-66

Environmental KPIs

37, 62

TCFD disclosure

20-32

Employees

CSR Policy

Equal Opportunities Policy

Diversity, Equity and Inclusion Policy

Code Of Ethics

Corporate Major Accident Prevention

Policy

Data Privacy Policy

HSE Policy for Contractors

HSE policies

56-61

HSE KPIs

37

HSE data

56, 60-61

Excellence through our people

52-56

Human Rights

Code of Ethics

CSR approach

45-52

Excellence through our people

52-56

Social Matters

CSR Policy

Code of Ethics

UN’s 17 Sustainable Development

Goals

CSR approach

45-52

Anti-Corruption

& Anti-Bribery

Code of Ethics

UK Bribery Act

Applicable Local Anti-Bribery Laws

Anti-Corruption and Bribery Policy

Whistleblowing Policy

CSR approach

45-52

Corporate governance

99-108

Governance

and Risk

Management

Corporate Governance Code

Principal Risks and Uncertainties

Governance & Risk Management

Risk management

74-91

Corporate governance

99-108

Audit & Risk Committee

110-115

Business Model

Our Business Model

N/A

15-16

Strategy

Our Strategy

N/A

17-19

Non-Financial

Key Performance

Indicators

Key Performance Indicators

N/A

37

Page 3 of 255

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#### Contents

Key Metrics and Report Highlights

............................................................................................................................

2

Non-Financial Information Statement

.......................................................................................................................

3

Contents

..........................................................................................................................................................................

4

Strategic Review

About Us

..........................................................................................................................................................................

6

Performance in 2022

....................................................................................................................................................

8

Chair’s Statement

........................................................................................................................................................

10

Chief Executive’s Review

............................................................................................................................................

12

Our Business Model

....................................................................................................................................................

15

Our Strategy

..................................................................................................................................................................

17

Task Force on Climate-related Disclosures

...........................................................................................................

20

Market Overview

..........................................................................................................................................................

33

Our Key Performance Indicators

..............................................................................................................................

35

Review of Operations

..................................................................................................................................................

39

Corporate Social Responsibility

................................................................................................................................

45

Financial Review

..........................................................................................................................................................

67

Risk Management

.......................................................................................................................................................

74

Viability Statement

......................................................................................................................................................

92

Corporate Governance

Board of Directors

.......................................................................................................................................................

94

Corporate Governance Statement

...........................................................................................................................

99

Section 172 (1) Companies Act 2006 Statement

...............................................................................................

106

Audit & Risk Committee Report

..............................................................................................................................

110

Environment, Safety & Social Responsibility Committee

..................................................................................

116

Nomination & Governance Committee

.................................................................................................................

118

Remuneration Report

...............................................................................................................................................

123

Remuneration Policy

.................................................................................................................................................

127

Annual Report on Remuneration

............................................................................................................................

131

Group Directors’ Report

............................................................................................................................................

148

Statement of Directors’ Responsibilities

...............................................................................................................

152

Financial statements

Independent Auditor’s Report to the Members of Energean plc

......................................................................

154

Group Income Statement

........................................................................................................................................

165

Group Statement of Comprehensive Income

......................................................................................................

166

Group Statement of Financial Position

.................................................................................................................

167

Group Statement of Changes in Equity

.................................................................................................................

168

Group Statement of Cash Flows

............................................................................................................................

170

Group Accounting Policies and Notes

..................................................................................................................

172

Page 4 of 255

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Company Statement of Financial Position

...........................................................................................................

237

Company Statement of Changes in Equity

..........................................................................................................

238

Company

Accounting Policies

................................................................................................................................

239

Notes to the Financial Statements

........................................................................................................................

242

Other Information

2022 Report on Payments to Governments

........................................................................................................

248

Glossary

.......................................................................................................................................................................

252

Company Information

..............................................................................................................................................

255

Page 5 of 255

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STRATEGIC REPORT

# Strategic Review

#### About Us

Energean at a glance

The leading independent, gas and ESG-focused E&P company in the Mediterranean

Established in 2007, Energean is a London Premium Listed FTSE 250 and Tel Aviv Listed TA-35 E&P

company with operations in seven countries across the Mediterranean and UK North Sea. Since IPO in

2018, Energean has grown to become the leading independent, gas-producer in the Mediterranean with a

material reserve base of 1,161 boe of 2P reserves (84% gas).

Energean’s flagship Karish project was brought safely onstream in October 2022, with excellent reservoir

deliverability confirmed. Gas from Karish will be used to help Israel transition away from coal-powered

electricity in line with the country’s commitment to close all coal power stations by 2025.

Karish, combined with Energean’s other development projects in Israel, Egypt, Italy and Greece, is targeted

to grow production from 41.2

kboepd

to over 200 kboepd in H2 2024 and achieve the Group’s revenue

and EBITDAX targets of $2.5 billion and $1.75 billion, respectively. Over 75% of the near-term production

target is underpinned by long-term gas contracts with floor pricing, which ensures cash flow predictability.

Energean is also poised for further value-creation following the discovery of additional gas resources

offshore Israel in 2022. This includes 68 bcm (449 MMboe) of gas volumes in the Olympus Area (Block

12 and Tanin lease), for which the development concept is being finalised.

The Company has a disciplined capital allocation policy and is focused on shareholder returns. It aims to

provide a reliable and progressive dividend stream and is targeting to pay cumulative dividends of at least

$1 billion by the end of 2025. In 2022, Energean returned US$0.60/share to shareholders (approximately

$106 million), representing two-quarters of dividend payments. This was aligned with its commitment to

return an initial $50 million to shareholders per quarter no later than the end of 2022, which will rise to

at least $100 million per quarter (on average) once its stated financial targets are achieved. Energean’s

dividend policy has no impact on its targeted deleveraging after first gas to <1.5x net debt/EBITDAX or on

operational re-investment to continue its organic growth and opportunistic M&A strategy. Energean had

$720 million of liquidity as at 31 December 2022, and has minimal exposure to interest rate rises following

its 2021 refinancings.

ESG, health and safety is of central importance to Energean. We aim to run safe and reliable operations and

are committed to achieving net-zero carbon emissions by 2050 and to reducing our methane emissions.

Where we operate

Energean holds a balanced portfolio of exploration, development and production assets, with operations

in seven countries across the Mediterranean and UK North Sea. We have interests in more than 65 leases

and licences, 6 of which are located offshore Israel, one of our core countries of operation.

Please see pages 234-236 for a full breakdown of all our licences.

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STRATEGIC REPORT

Figure 1. Map of Energean’s operations

Figure 2. Energean Israel Limited (EISL) leases and licenses

Red licences indicate Energean’s acreage which contain discovered volumes. Green licences are Energean’s

acreage which have not been explored.

Page 7 of 255

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STRATEGIC REPORT

#### Performance in 2022

Operational highlights

Production

#### 41.2 (75% gas)

kboepd

2P Reserves

#### 1,161 (84% gas)

MMboe

2C Resources

#### 217 (41% gas)

MMboe

Financial and corporate highlights

Revenues

737.1

$ million

EBITDAX

421.6

$ million

Dividend

#### $106.5 million

Distributed in 2022

•

2022 sales revenues of $737.1 million (48.3%; 2021: $497.0 million)

•

Adjusted EBITDAX of $421.6 million (98.8%, 2021: $212.1 million)

•

Profit / loss after tax of $17.3 million (118%, 2021: $(96) million)

•

Cash flow from operating activities of $272.2 million (106.7%, 2021: $132.5 million)

•

$720 million liquidity at 31 December 2022

•

Spot gas agreement signed with the Israel Electric Company (“

IEC

”) for Karish gas and a sales and

purchase agreement signed with Vitol for the marketing of a number of cargoes of Karish blend

hydrocarbon liquids

•

Commenced dividend payments, returning a total of 60 US$cents/share ($106.5 million) to

shareholders in 2022

•

Signed a three-year $275 million Revolving Credit Facility (

“

RCF

”)

2

in September 2022, providing

liquidity for general corporate purposes, if needed.

Decarbonisation and ESG highlights

•

13% year-on-year reduction in carbon emissions intensity to 16 kgCO2e/boe on an equity share

basis

•

76.6% reduction in carbon emissions intensity since our baseline year (2019)

•

Verified all scope 1, 2 and 3 emissions to ISO 14064-1 based on the operational accounting

approach

•

Pre-FEED and subsurface study completed and exploration licence awarded for the Prinos CCS

project, Greece

•

Zero-routine flaring policy fully implemented across all operated and JV’s sites

•

Successful purchase of renewable-sourced electricity (“

green electricity

”) across all our operated

sites

Energean continued to deliver strong performance against its strategic goals in 2022, producing record

financial results and declaring its maiden dividend.

Please see the Key Performance Indicators section on pages

35-

38 for more detail.

•

Working interest production of 41.2 kboepd (75% gas), (2021: 41.0 kboepd (72% gas))

•

2P + 2C reserves and resources of 1,378 MMboe (19%; 2021: 1,154 MMboe)

•

Karish brought onstream on 26 October 2022, with excellent reservoir deliverability confirmed

•

Key development projects (Karish North and Cassiopea) on track to deliver 200 kboepd production

target in H2 2024 – NEA/NI achieved first gas in March 2023

•

Successful completion of the 2022 growth drilling programme in Israel which discovered and de-

risked 73 bcm (480 MMboe) of new gas volumes

•

Including 68 bcm (approximately 449 MMboe) of additional gas volumes in the Olympus Area,

for which the development concept is now being finalised. This includes an addition of 31 bcm

(approximately 206 MMboe) of 2P reserves in the Olympus Area, offshore Israel, that have been

certified by Energean’s reserve auditor, Degolyer and McNaughton (“

D&M

”)

2

$101 million of the $275 million is reserved for Letters of Credit (at 31 December 2022), which replace the Letters of Credit

previously issued under the previous facility with ING on a one-for-one basis.

Page 8 of 255

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STRATEGIC REPORT

•

Performed three methane emissions detection campaigns at major process installations in Italy

•

Achieved an upgraded score of A- for the CDP’s Climate Change disclosure and aligned with all

recommended pillars of TCFD disclosure

•

Continued to implement climate-based scenario analysis and used internal carbon pricing to assist

with investment-decision making

•

ESG ratings in top quartile, awarded the “Platinum” index by MAALA, rated at ‘AA’ by MSCI and 30

out of 112 by Sustainalytics

HSE highlights

•

Safe and reliable operations, zero serious personnel injuries

•

Zero oil spills and zero environmental damage

Awards

•

Awarded ‘Best ESG Energy Growth Strategy in Europe 2022’ by CFI

•

Sembcorp Marine’s Admiralty Yard was awarded two Safety and Health Award Recognition for

Projects for Safety Excellence for Energean’s FPSO Karish Project, taking the total number of

awards to five since the project began in 2020

Page 9 of 255

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STRATEGIC REPORT

#### Chair’s Statement

Karen Simon, Independent Chair

Dear Shareholders,

2022 was a year of significant volatility. A high intensity war in Europe, with the renewed Russian invasion

of Ukraine was the catalyst for the world to reconsider the parameters of the global energy dynamic.

Without going into the detail here, the world has seen how it has to reconsider the prism through which we

view energy. It is clear that whilst we must not waver on the road to a just transition, we cannot pretend

that overreliance on singular suppliers are part of the ripple effect that has affected almost every living

person on the planet.

Energean can be part of the solution to the challenge that we all face. This is not to overstate our role. We

cannot replace Russia’s 150 bcm of natural gas exports. However, we are committed to rapidly growing

and developing our portfolio, a policy that will benefit both shareholders and our broader stakeholder

community. The world needs additional supplies of energy, and natural gas can be both the foundation of

and catalyst for a more sustainable energy dynamic. Our role as the largest gas focused E&P company

in the Mediterranean has taken on a greater significance in 2022 and we expect this trend to continue.

Environmental, Social and Governance

The Board and I are keenly focused on ensuring that Energean is managed at the highest levels of

environmental, social and governance (“

ESG

”) standards. ESG is at the heart of Energean’s operations.

Strategic ESG consideration has three positive drivers: it underwrites our licence to operate with external

stakeholders, it positively engages our colleagues around the world and finally, it is good for our collective

societal wellbeing.

We have always been a leader in the field of ESG consideration. We are committed to outperforming

our peer group in this category because it will be good for our business, but more importantly for the

communities that host our operations and the global environment. We are proud to have been the first

independent E&P company to make a Net Zero pledge.

Myself and the Board are very proud that we have significantly outperformed our relevant peer group

across all the major ESG ratings agencies. Sustainalytics ESG, Bloomberg, MSCI, Maala & CDP have

all maintained their highly positive assessment of our ESG impact. Maala have upgraded our rating to

“platinum” and our CDP score has been upgraded to A-, moving us to the higher band, the “Leadership”

band of our peer group.

I and the rest of the Board recognise that the success of the business depends on our people. Through

2022 we continued to work on the integration of our colleagues across our company, creating a “one

team” approach. We aim to maintain a positive, open and collaborative work environment to equip our

people from all backgrounds to fulfil their potential. In 2023, we will continue on this road, with Energean’s

first Diversity, Equity & Inclusion policy. You can find more detail our external and internal engagement in

the CSR section of this Annual Report.

HSE

The safety of our people will always remain the Board’s number one priority. Safety at Energean is

underpinned by our well-structured and continuously improving HSE Management system. I’m pleased

to report that we ended the year with zero serious injuries. 2023 will see the investment in, and roll out of,

a new integrated issues and crisis management electronic program that will further ensure best-in-class

management of any potential risks.

Board composition

During 2022, I was delighted that Roy Franklin stepped up to become a Senior Independent Director.

Roy’s significant experience in the Independent E&P sector is both well recognised by all our stakeholders

and we are lucky to benefit from his years of hard won wisdom. I would like to thank Robert Peck, who

stepped down from the Board in 2022. Robert’s 5 years of service brought Energean significant value, as

his experience of geopolitical engagement as a Canadian diplomat was much in need, as we successfully

navigated the waters of the East Med.

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STRATEGIC REPORT

The opening up of the world post COVID has allowed the Board to meet both in person, and engage with

Energean employees across the world. We have met in London and we have visited the FPSO. This is

important not only for the effective functioning of the Board, but to also better engage with the workforce

of Energean. We must know the people we lead – this supports our commitment to the highest standards

of governance.

Operational delivery

2022 was the year Energean made the final steps on a long road to first gas from Karish. Energean today

produces natural gas and fluids from the only Floating Production and Storage & Offloading vessel in

the Eastern Mediterranean. The “Energean Power” is a remarkable feat of engineering, and first gas from

Karish was a remarkable achievement. This is not a purely matter of geology and engineering and finance.

Energean achieved this success against the uniquely complex geopolitical dynamic of the region. Mathios

and the team managed the situation with the correct combination of diplomacy and commitment –

demonstrating the unique multi stakeholder value creation capability of an independent E&P company

with deep regional understanding.

On top of this success, the 2022 drilling campaign has added significant value to the Group. Energean has

discovered and de-risked approximately 73 bcm (480 MMboe) of natural gas. This “new” resource can

create a major growth catalyst. We look forward to the announcement of how Energean will develop this

new resource during 2023.

Our strategic direction and 2023 outlook

Energean’s purpose is to become the leading, gas focused E&P company in the Mediterranean, with the

highest of ESG and HSE standards at the heart of our operations. Our aim is to grow the company to

become a 200 kboepd producer and a $1.75 billion per year EBITDAX generator.

2023 will take us a long way on this journey. As we ramp up production from Karish and debottleneck our

production capacity on the FPSO as well and optimising production in Egypt and our broader portfolio, we

are targeting 131 – 158 kboepd.

This increase in production is what gave the Board confidence in sanctioning Energean’s sustainable and

progressive dividend policy. Whilst we remain committed to growth and diversification, we will also be a

significant producer and which to share our success with our shareholders.

Our priorities for 2023 are to build on the success of 2022. (1) We will ramp up production from offshore

Israel and invest in the FPSO to enhance production capacity. We will also enhance production across

the portfolio, with a particular focus on Egypt, with NEA/NI coming onstream. (2) Our strategic approach

to portfolio development means that we can provide both sustainable returns to shareholders while

continuing to grow organically. (3) Delivering energy responsibly and safely on our path to net-zero. ESG &

CSR will remain at the heart of Energean. (4) This is why we will continue to focus on our people, culture

and infrastructure in our transition to a 200 kboepd

company.

I thank you, our shareholders, new and existing, for your continued support.

Karen Simon

Independent Chair

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STRATEGIC REPORT

#### Chief Executive’s Review

Mathios Rigas, Chief Executive Officer

2022 – a landmark year for Energean, the Global Energy Dynamic, and the East Mediterranean

2022 was a landmark year for Energean, just as it was a deeply volatile year for the global energy dynamic.

The two are somewhat intertwined.

In 2022, Energean commenced production from the only FPSO in the strategically vital Eastern

Mediterranean region; commenced payment of dividends to our shareholders; and we successfully

discovered and de-risked new natural gas resources adjacent to our infrastructure, providing significant

potential upside and export optionality. 2022 was the year we made our dream a reality.

The Russian invasion of Ukraine has underlined the lack of global upstream investment in the past decade

– and the resultant energy security risk of assuming a single dominant supplier would always deliver. The

global gas market was tight before Russian supplies were constrained. Now, there is no surplus supply,

which drives price volatility and creates an advantage for any producer bringing new molecules onstream,

especially if they are adjacent to multiple demand markets.

Energean was and remains an Eastern Mediterranean focused exploration and production company. We

explore, develop, produce and sell natural gas and fluids from and within the region. In Israel and Egypt in

particular, we produce energy for local clients. The Russian invasion of Ukraine however has concentrated

the minds of energy policy and commercial decision makers around the world. Our landmark moment of

2022, bringing Karish onstream, both underwrites Israeli energy security and suggests the potential value

of regional hydrocarbons in global markets.

Record numbers creating sustainable returns

Energean is not purely a “Karish” or “Israel” story. In 2022, Energean delivered record financial performance

that was driven by strong production in both Egypt and Italy, and our positive exposure to market based

pricing, where we were able to benefit from historically high oil and gas prices. Revenues were $737.1 million,

a 48% increase versus 2021 comparable period ($497.0 million). EBITDAX was $421.6 million, an increase

of 99% versus 2021 comparable period ($212.1 million).

2022 was a transitional year for the Group. In 2023, whilst we remain committed to strategic growth,

there remain multiple opportunities in the greater Mediterranean region that are open to consideration; we

recognise that we will have completed a major phase of corporate development. As a significant producer

of gas and oil, we can share our success with our shareholders and are committed to maintaining our

progressive dividend policy.

Our operational success, combined with our prudent use of capital creates our core financial strength.

This allowed us to commence our progressive and sustainable dividend policy to shareholders in 2022.

We have paid out a total of 60 US$cents/shares in 2022, representing two-quarters of dividend payments,

to shareholders.

A platform for significant operational growth

First gas at Karish was complemented by a successful exploration program. The 2022 growth drilling

programme in Israel discovered and de-risked approximately 73 bcm (480 MMboe) of new gas resource,

including 68 bcm (449 MMboe) of additional gas resource in the Olympus Area, for which the development

concept is now being finalised.

We have for many years stated that our objective is to transform Energean into a 200 kboepd producing

and $1.75 billion EBITDAX generating company. 2022 laid the necessary foundation for us to achieve

that objective. The successes of 2022 mean that we project 131 – 158

kboepd production for 2023, with

major increases in Israeli production through ramping up Karish and debottlenecking the FPSO, as well as

optimising Abu Qir & first gas onwards at NEA/NI in Egypt.

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STRATEGIC REPORT

200 kboepd is now within both sight and can be easily mapped. All six of our major projects are on

track and are expected to come online over the next two years. In order of timing; NEA/NI (Egypt; which

achieved first gas from the first well in March 2023), Karish North and the second gas export riser and oil

train (Israel), Cassiopea (Italy) and finally Epsilon (Greece) will take us to and past our goals – all built on

the foundation of 2022.

Of course there’s more on top of this. We have an extremely exciting and potentially regionally significant

exploration project at North East Hap’y in Egypt, that has attracted global industry interest. The well spud

is scheduled for 2023. We are also keen to continue our progress with our JV in Croatia, with the Izabela

well slated to spud in 2023.

ESG & CSR at the Heart of Energean’s Operations

Energean’s ESG strategy is to provide affordable and reliable energy, for our shareholders and societies in

which we operate. We have chosen to focus on natural gas because it is and will remain the foundation of

and catalyst for a more sustainable energy dynamic. Gas is and will continue to be a driver for enhanced

sustainable development in the Eastern Mediterranean, displacing more polluting fuels and underwriting

energy and economic security.

We remain committed to reducing emissions from our operations. We were the first E&P company to

announce a Net Zero target and we remain on our clear roadmap for reaching our net-zero target in the

short, medium and long-term. Our ESG ratings outperform our peer group and underline our leadership

position. Sustainalytics, MSCI, Maala, FTSE4Good, CDP and Bloomberg ratings all independently verify

not only our ambition, but our ongoing commitment.

Our Prinos CCS project is the East Med’s only Carbon Capture & Storage project under evaluation. We

have worked with both Halliburton and Wood to assess the potential of the projects and have successfully

qualified for funding from the European Commission’s Recovery and Resilience Fund. At the time of

writing, we are in discussions with third party CO2 providers and are applying for additional funding from

the European Innovation Fund. 2023 will be a critical year in making a potential project a commercial

reality.

Finally, we have continued to place ourselves at the heart of the local communities that host our operations.

We work together with community stakeholders, positively engaging with our communities through

cultural events, sponsorships, donations and the provision of educational and professional opportunities.

Health and safety remains our top priority

During 2021, we continued to ensure that our all our staff across all sites remained protected against

COVID-19 as we came to the end of the global pandemic We are proud to have continued our excellent

safety record – at a group level, and alongside our contractors, we achieved an LTIF

3

of 0.47 per million

hours which is within the target of 0.5 set for the year.

Energy security requires intelligent policy support

The world needs secure supplies of energy, and the time has not arrived when renewable / green energy

can take the place of hydrocarbons. The reality of today is that we need more of everything. More nuclear,

more green, more hydrocarbons. As populations continue to grow, energy demand will continue to grow,

and if upstream investments are not made, then the price volatility following the Russian invasion of

Ukraine will become the new normal.

This is why we implore all policy makers to consider the combination of energy security and the value

of domestic supply when considering fiscal policy. We want to work in partnership with governments

and are very keen to continue investing in major upstream projects. Israel and Egypt have incentivised

domestic energy production. We hope other governments will learn the lesson.

Outlook for 2023

Energean is poised to become a major regional producer of hydrocarbons in a strategically vital region.

We are in the middle of three hot markets (Israel, Egypt and the EU) and have significant organic growth

opportunities to create value for all our stakeholders through 2023 and beyond. In the medium term, the

world and in particular our markets’ energy demand will continue to grow.

3

Lost Time Injuries Frequency: The number of Lost Time Injuries per million hours worked.

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STRATEGIC REPORT

Europe in particular remains gas hungry. A globally tight gas market, and a return of demand from China

means that energy security should remain high on policy makers’ agendas. Energean, with our unique

portfolio of assets in a strategically vital region could be part of the answer to this challenge – whether

that is through increased domestic production, or through new export liquidity.

Our growth and our success are the results of outstanding teamwork. We have an industry leading team

at Energean. This is why we are the leading gas focused E&P in the region – because our colleagues buy

into our vision and are committed to achieving our goals.

2023 will be an exciting year. The reason it is so exciting is that we are entering a new stage in our

development. Energean is a sophisticated, ESG focused, corporately robust, natural gas focused energy

production company.

Mathios Rigas

Chief Executive Officer

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#### Our Business Model

Our purpose

Energean’s aim is to lead the energy transition in the eastern Mediterranean through a strategic focus on

gas and achieve its net-zero ambition in advance of 2050, whilst delivering meaningful and sustainable

returns to our shareholders.

Our business model

Across each part of the hydrocarbon lifecycle we work to create value for our investors, host countries

and people.

Energean’s business model is to find and monetise hydrocarbons from its portfolio of assets across the

Mediterranean.

Our activities are focused on generating sustainable cashflow from production through selective

development and appraisal of the highest return growth options with a focus on those opportunities with

the lowest carbon intensities. We are focused on organic growth, but will continue to evaluate inorganic

opportunities that complement and supplement our strategic targets and ambitions.

Underpinning our business model is a strategic focus on gas and a commitment to be a net-zero emitte

r

4

by 2050.

Our value life cycle

Find and Appraise

Through targeted exploration and appraisal in the Mediterranean we aim to find hydrocarbons, to build

reserves and resources, to monetise, or to selectively develop for future production. We have a ranked

portfolio of prospects for drilling and remain agile to take advantage of opportunities that support our

organic-focused growth strategy.

Develop

We focus on selective development of material hydrocarbon discoveries we have either found or acquired.

We invest in low-cost, high-return drilling options that lie in close proximity to existing infrastructure and

aim to deliver cost-effective, timely solutions to convert reserves into cash flows. In developing these

solutions, minimising carbon emissions is at the forefront of our minds, and we apply an internal carbon

pricing system in assessing new projects and investment opportunities.

Produce

Production is the cash engine of our business and we are investing in options to maximise production

across our producing assets in the Mediterranean, whilst also investing in opportunities to reduce

the carbon footprint of these assets, such as the switch to sourcing electricity from 100% renewable

sources through the national grid in Greece, Israel, Italy and Croatia. In addition, Energean is committed to

evaluating carbon, capture and storage opportunities, and this will continue in 2023.

4

Scope 1 and 2 emissions.

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Acquire

Energean also seeks to grow its portfolio through highly selective and value accretive M&A that are a

natural strategic fit, such as the Edison acquisition in 2020 and the consolidation of our Israel position

through the Kerogen acquisition

5

in 2021.

Our Strategic Pillars

5

Energean’s acquisition of Kerogen’s 30% stake in Energean Israel closed on 25 February 2021.

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#### Our Strategy

1

East Mediterranean

Energean has a long-standing history of operating in the Mediterranean, having originated in Greece in

2007 with the purchase of the Prinos assets for approximately $1.5 million. We have demonstrated our

ability to deliver growth and value in the Mediterranean and expect to continue to maintain our strategic

focus and investment in this area. We know the governments and we know the rocks in this geographical

area, and will continue to leverage this understanding and knowledge to grow the business.

2

Gas

We are committed to focusing our production mix in a way that promotes the Mediterranean’s energy

transition and creates long-term value for all or our stakeholders. Natural gas emits only half as much CO2

as coal, yet a large percentage of electricity generated in the region comes from coal-fired power plants.

Replacing these facilities with gas-fired units is one of the fastest, most efficient and cost-effective ways

to reduce global CO2 emissions. Israel, our core market, has understood this, as the Israeli government’s

decision to convert all coal powered stations to gas by 2025 attests. The Ministry of Energy is also

targeting a fuel mix of 70% gas and 30% renewable energy by 2030.

However, the natural gas of the Mediterranean is not just a near-term energy transition source, it is also an

energy of the future. The region has sufficient large-scale natural gas resources to provide a sustainable

supply to meet rising regional energy demand. Gas is also sustainable and efficient, and its flexibility

as an energy source allows for agile production facilities. This makes gas a good partner for renewable

energies, providing a useful backup source when there is no sunlight or wind.

3

Tackling Climate Change and the Energy Transition

Energean is fully committed to taking action on climate change, supporting the Paris Agreement, in

particular Article 2.1(a) which states the goal of keeping the increase in global average temperatures to

below 2°C above pre-industrial levels and pursuing efforts to limit the temperature increase even further

to 1.5°C. To do this, as recognised in Article 4.1 of the Paris Agreement, we are committed to achieving

net-zero emissions by 2050.

Energean was the first E&P company in the world to announce a net-zero by 2050 target in respect of

absolute Scope 1 and Scope 2 GHG emissions. Our baseline year is 2019 and our commitment covers all

existing and future assets. This commitment will be delivered through the implementation of our Climate

Change Strategy, published in 2021, which provides a blueprint for reducing our greenhouse gas (“

GHG

”)

emissions and strengthening our low carbon portfolio. This report contains our short (by 2025), medium

(by 2035) and long-term (by 2050) plans to reach this, details of which can be found within this Annual

Report between pages 30-32.

In regards to scope 3 emissions, Energean has not set a specific commitment on reducing emissions,

but it is considering tangible actions to reduce scope 3 emissions. Energean’s Group Procurement Policy

and HSE Policy encourages preference given towards vendors and contractors who can demonstrate

emissions reduction policies. In 2022, Energean has continued to publish its scope 3 emissions. This

data can be found on page 65 in the CSR section – 2022 data will be disclosed in this year’s CDP Report.

4

Organic Growth

At the core of this strategic pillar is our commitment to explore, develop and learn. We explore new ways

to find, produce and develop hydrocarbons. We explore new technologies and low carbon solutions, such

as carbon capture and storage and blue hydrogen. We at Energean believe that this mindset, combined

with our strong subsurface and technical expertise, will enable us to deliver a growth strategy that is

sustainable, successful and will lead to the achievement of our near-term financial and operational targets.

It was this approach that bore fruit in 2019 with the discovery of Karish North. By actively pursuing new

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exploration opportunities in core areas and maximising output from producing fields, we aim to ensure at

least 100% reserves replacement on an annual basis.

Our exploration portfolio is spread across the Mediterranean and represents a balanced mix of new frontier

areas and lower risk mature basins. Our Israel drilling campaign commenced in March 2022 and in the

year we made four gas discoveries (Athena, Zeus, Hermes and Hercules), discovering approximately 36

bcm, and derisking 37 bcm in the wider Olympus Area. We expect to announce a development concept

for the Olympus Area in the coming months

.

5

Value and returns-driven

Disciplined capital allocation that maximises total shareholder returns is a top priority for Energean.

In March 2022, we announced our dividend policy, wherein we committed to return at least $1 billion to

shareholders by end-2025. In the policy, we also committed to an initial $50 million per quarter, starting

no later than Q4 2022, ramping-up in line with Energean’s near-term production and revenue targets to

at least $100 million per quarter. Energean is committed to providing a reliable and progressive dividend,

with no impact on targeted deleveraging after first gas to <1.5x net debt/EBITDAX nor on operational re-

investment to continue our organic growth and opportunistic M&A strategy.

In 2022, Energean returned a total of US$0.60/share to shareholders (approximately $106 million),

representing two-quarters of dividend payments.

2022 dividend payments

Quarter

Cash dividend

Declaration

date

Ex-dividend date

Record date

Payment

date

Q2 2022

30 US$ cents

per share

8 Sep 2022

LSE – 15 Sep 22

TASE – 16 Sep 22

LSE – 16 Sep 22

TASE – 18 Sep 22

30 Sep 2022

Q3 2022

30 US$ cents

per share

17 Nov 2022

LSE – 8 Dec 22

TASE – 11 Dec 22

LSE – 9 Dec 22

TASE – 9 Dec 22

30 Dec 2022

In 2021, we optimised our capital structure via the raise of over $3 billion of bonds, with fixed interest

rates. We remain focused on maintaining an optimal capital structure throughout the cycle. Our near-term

target is to lower net debt / EBITDAX to <1.5x, and to pay down debt according to a fixed repayment

schedule with refinance options available.

M&A will also play a role in growing the business; however, we will only do deals that are a strong strategic

fit and value accretive. Energean was built through four value-accretive acquisitions. We continue to

assess all available opportunities in the region. All M&A opportunities are also tested against our climate

change plan to ensure they align with our ESG strategy.

Business model foundations

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These are the building blocks that every E&P business need and are critical foundations for what we do

and how we do it.

Safe, Reliable and Responsible Operations

We value the safety of our workforce above all else and focus on maintaining a safe operating culture

every day. This culture of safety also improves the integrity and reliability of our assets.

Partnerships and Collaboration

We aim to build long-term relationships with our key stakeholders, and partner with leaders of industry to

find innovations that can improve efficiency and deliver low carbon solutions.

Talented People

We work to attract, motivate and retain talented people and provide our employees with the right skills for

the future. Our performance and ability to grow depend on it.

Governance and Oversight

Our board has a diversity of knowledge, expertise, and ways of thinking that help us grow our business,

manage risks and continue to deliver long-term value.

Technology and Innovation

New technologies help us produce energy safely and more efficiently. We selectively invest in areas with

the potential to add greatest value to our business, now and in the future, including lower carbon solutions.

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#### Task Force on Climate-related Disclosures

Energean is committed to addressing the environmental impact of our operations.

In compliance with the FCA’s listing rule 9.8.6(8), Energean has continued to support the recommendations

of the Task Force on Climate-related Financial Disclosures. We set out below our climate-related financial

disclosures consistent with all of the TCFD recommendations and recommended disclosures. By this we

reference the 2021 Annex “Implementing the Recommendations of the Task Force on Climate-related

Disclosures.”

Governance: Disclose the organisation’s governance around climate related risks and opportunities

a.

Describe the board’s oversight of climate-related risks and opportunities

Energean sees climate change as a major global concern and a top priority for our business. This is

reflected in our strategy, and we apply all our governance processes to climate change-related issues.

Responsibility for the governance of climate change issues within Energean rests with the Board. To reflect

the increasing importance of climate change-related risks and opportunities, the ESSR Committee has

taken over responsibility for climate change matters on behalf of the Board. The Board is also charged

with reviewing investments for climate-related risks (among other risks).

The ESSR Committee evaluates Energean’s policies and systems for identifying and managing ESG risks,

which includes identification of emerging risks, such as climate change risks, and proposes mitigation

measures. The Committee further ensures Energean’s compliance with relevant regulatory requirements

and/or applicable international standards and guidelines. The Committee follows political and regulatory

discussions and developments on an international, EU-wide and national level on a variety of ESG issues,

including energy, climate and environment, and industrial trends, etc.

The ESSR Committee convenes three times a year and reviews the Board papers on Energean’s carbon

emissions performance and KPIs where possible when the Committee meets before a Board meeting.

In addition, the Audit & Risk Committee looks at climate change-related issues, to ensure the identification

of multi-disciplinary risks (including climate change-related risks), which may impact more than one part

of the Company. This Committee is responsible for ensuring that measures to mitigate and adapt to the

risks identified are effective and implemented as necessary.

The Remuneration & Talent Committee has responsibility for the annual directors’ bonus targets, long

term incentive plans, and the overall Remuneration Policy. Both the annual directors’ bonus targets and

the long-term incentive plans link executive bonuses to the achievement of emission reduction targets.

For more information on how remuneration is linked to sustainability targets, please refer to pages

13

1-147

in the Corporate Governance section of this Annual Report.

b.

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

The Board sets the Company’s values and standards, including the Group’s long-term objectives and

commercial strategy, and ensures that its obligations to its shareholders and others are understood and

met. Day to day responsibility and accountability for the Company’s environmental and climate change

policy, strategy and targets related to short, medium and long-term plans lies with the CEO.

The CEO is responsible for identifying and assessing business and climate-related risks, defining the

strategy and approving action plans suitable to control and mitigate the identified risks. Furthermore,

the CEO oversees the Company’s overall environmental performance and sets climate performance

expectations and targets. The CEO discusses all relevant actions and activities related to climate change

and the energy transition with the Board. The CEO and the Board regularly discuss climate change-related

issues, such as climate change policies, investment decisions where climate change considerations are a

major driver, and the carbon credit price’s impact on Energean’s future financial performance.

The operational management of climate change issues is conducted by the HSE Director, who reports

directly to the CEO and provides updates to the Board on a regular basis. The HSE Director maintains and

oversees the development of Energean’s Corporate HSE and Climate Change Policy, defines appropriate

training programmes and drills for the entire Company to increase safety, environmental and climate

change awareness, and monitors technological developments and opportunities to help achieve defined,

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appropriate climate change targets. The HSE Director is tasked with ensuring that the Company stays on

track to meet its net-zero 2050 target. The HSE Director oversees the monitoring of Energean’s carbon

emissions throughout all assets and defines the carbon emission factors that Energean’s financial team

uses to understand the financial impact of climate change on Energean’s portfolio. Furthermore, the HSE

Director assesses the climate risks and opportunities in cooperation with Energean’s financial, economic

and technical departments.

Strategy: Disclose the actual and potential impacts of climate-related risks and opportunities on the

organisation’s businesses, strategy, and financial planning where such information is material

a.

Describe the climate-related risks and opportunities the organisation has identified over the

short, medium and long term

In setting and monitoring the delivery of Energean’s strategy (pages

17-

19), the Board and Management

team consider climate relate risks and opportunities across the following three time horizons:

•

Short-term (to 2025)

•

Medium-term (to 2035)

•

Long-term (to 2050)

Energean conducts detailed financial projections over a five year period. This currently fully covers the

short and partly covers the medium-term horizons mentioned above. Looking beyond this, we consider

the potential risks and opportunities and adjust our planning if appropriate. Climate-related issues, in

particular physical risks, manifest over longer-term horizons, and so pose less of a risk to our operations.

b.

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

strategy, and financial planning

Inclusion of climate-related risks into decision making and business planning

The Board is charged with reviewing investments for climate-related risks. The CEO and the Board

regularly discuss climate change-related issues such as investment decisions where climate change

considerations are a major driver and the carbon credit price’s impacts on Energean’s financial future.

Energean’s business plan is underpinned by assumptions made to, but not limited by: commodity prices,

exchange rates, carbon prices, schedules of capital investment and risks and opportunities that m

ay have

an impact on revenue and free cash flow. The level of uncertainty increases over longer time horizons.

The findings of the scenario analysis exercise (see pages

27-28), as well as stringent stress-tests for

new investments, inform our corporate strategy and investment decision-making, ensuring that climate

change-related risks are adequately considered in managing our portfolio. This includes planning capital

allocations and making business decisions based on criteria that are as challenging as those posed by

the carbon constrained scenarios examined.

Our current portfolio remains resilient under the climate scenarios tested, and we expect to continue

helping meet global energy demand over the coming decades. We will continue to make capital allocation

decisions for our portfolio using rigorous planning assumptions flowing from the scenario analysis

exercise, such as the evaluation of FID of Irena in Croatia and for any M&A decisions.

Risks and opportunities

Climate change related risk and opportunities have been identified, and future scenarios that aid in

developing an integrated strategy approach have been analysed. Our strategy and business contribute

to limiting global warming and has been structured, and is currently being implemented, in three different

phases; short, medium and long-term, as per our Climate Change Policy published in 2021. The below

table presents the risks associated with climate change, as per the Principal Risks in the Risk

Management

section of the report (pages 89-9

0), but with more detail.

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The process for identifying and assessing climate-related risks is set out under the climate-related Risk

Management section below, on pages 74-77.

Physical risks

Risk

Acute

Chronic

Description

Increased severity of extreme weather

events such as flooding,

may impact

Energean’s normal course of operations.

This

may also result in damage to

infrastructure and increase associated

costs.

Atmospheric or sea temperature rises

m

ay cause faster degradation of the

company’s infrastructure and necessitate

operational changes to the running of the

plants.

Financial

impact

Increased severity of extreme weather

events

may lead to reduced revenue from

decreased production capacity, transport

difﬁculties and supply chain interruptions.

Early retirement of existing assets m

ay

possibly arise, e.g. damage to property

in “high-risk” asset locations. It also

m

ay

lead to uncreased insurance premiums

for insuring assets at high-risk locations.

Increased operating costs

may arise from

potential inadequate water supply for

energy producing plants due to changes

in precipitation patterns. In addition,

increased insurance premiums m

ay occur

for insuring assets at high-risk locations.

Risk rating

Medium

Medium

Time-

horizon

Long-term

Long-term

Energean’s

response

(mitigation)

Energean is monitoring the weather

conditions near its assets and has built

protective barriers to combat potential

flooding. No extreme weather events have

occurred to date, but the threat remains.

The risk has been recognised by the

company and we have assessed asset

sensitivity to natural disasters following

the EU Directive 2014/52/EU and we are

monitoring these conditions. Metocean

data are fed to the risk assessment

procedures. The Audit & Risk committee

is incorporating the abovementioned data

for the assessment of already existing or

new projects.

Energean’s is monitoring the conditions

at all sites and has incorporated this data

into assessments of both existing and

new projects. The Audit & Risk committee

is incorporating the abovementioned data

for the assessment of already existing or

new projects.

Geographies

impacted

Our offshore sites are considered at the

highest risk, while onshore sits are facing

a moderate risks.

All assets in all countries

Metrics used

to assess

risk

Air temperature and sea-level

measurements

Air temperature and sea-level

measurements

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Transition risks

Risk

Policy/Legal

Technology

Market

Reputation

Description

a) EU Emissions Trading System (ETS) prices

are expected to increase, resulting in higher

operational costs (in Greece) and possible

additional taxes for exceeding GHG emissions.

b) Carbon emissions taxes m

ay be applied in the

future in Israel and Egypt, which would increase

the operational costs.

The development of new

technologies and alternative

energy sources

m

ay result in

reduced demand for the company’s

products. Increased energy

demand m

ay also accelerate the

development of renewable energy

production and storage.

Changing customer behaviour m

ay

reduce demand for our oil and gas

products. An excess of supply over

demand m

ay also lead to lower

global commodity prices.

Pollution incidents, both through

liquid spills and GHG emissions,

m

ay lead to the loss of investor

conﬁdence and subsequent loss of

revenue.

Financial

impact

a) Increased pricing of GHG emissions

m

ay

lead to increased operating costs (e.g. higher

compliance costs and potential increased

insurance premiums). Assets that emit

extensively may be subject to early retirement

due to policy changes. Regulatory changes in

the EU ETS shall gradually lead the company

to no longer receive free GHG allowances,

leading to increased operational costs. The

company currently receives allowances and

has a portfolio of allowances that

m

ay be used

in future years. The number of free allowances

decreases y-o-y.

b) Carbon emissions taxes m

ay be applied in

the future in Israel, which would increase the

operational costs.

Technological changes

m

ay

lead to reduced demand for our

hydrocarbon products, which

could lead to the early retirement

of existing assets. We also

risk investing in research and

development (e.g. on CCS and Eco-

hydrogen) if they are unsuccessful

– albeit the current expenditure is

minor compared to the rest of the

Group.

Market risks

m

ay lead to reduced

demand for goods and services

due to a shift in consumer

preferences. This

m

ay also affect

the cost of production. As the

supply of products

m

ay change in

the future, a re-pricing of assets

m

ay take place due to fossil fuel

reserves, land valuations etc.

Poor reputation

m

ay adversely

impact the company by decreasing

the demand for its goods and

services. It

m

ay also reduce the

company’s production capacity,

due to delayed planning approvals

and supply chain interruptions.

A negative reputation

m

ay also

block access to ﬁnance as

investors move away from E&P

companies and cause litigation

damage from climate action.

Risk rating

Medium

Medium

Medium

Low

Time horizon

Medium term

Long term

Long term

Short, medium and long term

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Transition risks

Risk

Policy/Legal

Technology

Market

Reputation

Energean’s

response

(mitigation)

a) Energean is targeting to reduce its emissions

to mitigate the impact of carbon taxes. In

Greece, for example, it is currently evaluating the

development of a CCS site in the Prinos asset,

which has been included in the Recovery &

Resilience Fund (RRF) implementation proposal

for Greece.

b) Energean has imposed shadow pricing to be

used as a sensitivity tool in order to assess the

viability of the project in Israel. The annual free

cash flow was not signiﬁcantly affected and the

project was proven not to lose value in the face

of carbon taxation.

For more details on the impact of sensitivities

to carbon prices, please refer to page 190 in the

Estimation uncertainty section of the Financial

Statements in this Annual Report

All pre-FEED activity costs

regarding the Prinos CCS project

are currently being funded by

existing EU facilities. Energean.

Energean fully incorporates climate

and market-risks into investment

decision making to ensure risks are

adequately managed.

Energean fully incorporates

climate change-related risks into

investment decision-making. The

ﬁndings of the recently conducted

scenario analysis exercise (see

pages 27-28, as well as stringent

stress-tests for new investments,

inform our corporate strategy

and investment decision-making,

ensuring that climate change-

related risks are adequately

considered in managing our

portfolio.

Energean is assessing the risks

associated with pollution, including

climate related risks, at the

company and asset level and takes

all necessary control and mitigation

measures which are reviewed the

Audit & Risk Committee on an

annual basis and included in the

business risk management.

Geographies

impacted

Currently impacted: Greece and UK (assets

participate in the EU and UK ETS). Risk of future

impact: Israel (Energean’s largest source of

production in 2023) and Egypt

Greece and Italy are considered

to be the most vulnerable assets

regarding oil production.

Greece and Italy are considered

to be the most vulnerable assets,

as per the TCFD scenario analysis

modelling (see pages

27-28).

Highest risk related to oil

production assets in Greece and

Italy.

Metrics used

to evaluate

risks

Carbon emissions and carbon prices.

Realised commodity price

Realised commodity prices &

Cost

of Production (see pages 67-68)

Hydrocarbon spills & revenue (see

pages 66-67)

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Opportunities

Opportunities

Resource efﬁciency

Energy source

Products/services

Markets

Resilience

Description

a) The continuous

development of technology

provides new opportunities

in the ﬁeld of resource

efﬁciency. Optimized

operations are able now to

consume less water and

energy, increasing the value

of ﬁxed assets and the

production capacity.

b) Reinjection of sour

gas in the Prinos ﬁeld

instead of processing it

and thus reducing energy

consumption.

The energy transition creates

the opportunity for Energean

to reorient its portfolio

towards gas, which is deemed

to be a transition fuel, and

correspondingly increase

production capacity.

Development and/or

expansion of low emission

goods and services. Energean

expects the development of

appropriate carbon capture,

and storage (CCS) technology

in conjunction with blue-

hydrogen to provide low

carbon energy to the market.

We also expect to provide the

opportunity to third parties to

sequester their emission in

parallel.

Energean’s gas focused

strategy is aligned with

the East Med’s rising gas

demand.

The Companyy’s resilience to

commodity price fluctuations

comes hand in hand with the

new market opportunities.

Transition to gas production

is considered the key to

Company’s enhanced

resilience to climate change.

Financial impact

a) Potentially resulting in

increased revenues, while

transition to more efﬁcient

buildings or application

of more efﬁcient available

technology m

ay lead to

reduced operating costs

through efﬁciency gains and

cost reductions.

b) Reduces cost of

processing sour gas and

enhancing production

through sour gas reinjection

to the ﬁeld.

The re-oriented portfolio leads

to reduced operational costs

due to lower process needs

of the ﬁnal product, which

is mainly natural gas. The

reduced exposure to GHG

emissions due to the change

in the energy mix leads to

less sensitivity to changes

of carbon cost. Additionally,

the energy shift favours

the company as there is

increased capital availability

with more investors to be

interested in lower emissions

producers. Finally, reputational

beneﬁts m

ay be resulting due

to the increased demand of

low carbon services.

The products and services

that emerge from CCS

and Blue-Hydrogen m

ay

increase the revenues

through demand for products

and services with lower or

zero emissions. Providing

products of this kind provides

better competitive position

to reflect shifting customer

preferences, resulting in

increased revenues.

Gas is considered to be

the transition medium to a

low-carbon future enhancing

Company’s position with

increased revenues.

Energean’s focus on gas,

which is a lower carbon fuel

than oil, combined with the

long-term gas contracts

with floor pricing in Israel

and Egypt, protects the

Company’s revenue stream

from commodity price

fluctuations.

Materiality level

Medium

High

Medium

Medium

High

Time horizon

Short to medium

Short, medium and long term

Medium to long term

Short term

Short to medium term

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Opportunities

Opportunities

Resource efﬁciency

Energy source

Products/services

Markets

Resilience

Energean’s

response

(strategy

to realise

opportunity)

a) Energean assigned the

management of climate

change projects to a group

company in Egypt named

Egypt Energy Services

(EES), engaged with energy

efﬁciency projects from

cradle to grave and projects

also related to low carbon

energy generation and carbon

sequestration.

b) An engineering study of

the re-injection process,

modiﬁcation of existing

infrastructure, construction of

new equipment and vessels

and additional pipe-laying will

need to be implemented.

By shifting its portfolio

towards gas, Energean can

reduce its carbon emissions

intensity whilst also increasing

production capacity. Gas will

make up 80% of its portfolio

and Energean is investing in

new gas-orientated assets

included in the Edison E&P

portfolio.

Energean aims to capitalise

on the opportunity presented

by CCS by drawing on the

company’s existing expertise

in managing reservoirs.

Further to that, Energean is

evaluating Blue-Hydrogen

in conjunction with its CCS

project at Prinos, Greece, and

is exploring replicating this

in other operated countries.

Although the IEA notes that

the supply chain m

ay struggle

with the number of planned

projects, Energean believes

this risk is low as the number

of CCS sites currently under

discussion for development

in the East Mediterranean is

low.

Shifting production from

oil to gas has already

commenced by investing in

gas ﬁelds that will further

expand following Company’s

policy.

Shifting production from oil to

gas has already commenced

by investing in gas ﬁelds that

will further expand following

Company’s policy.

Geographies

impacted

Existing assets in Greece,

Italy and Egypt are initially

targeted.

All assets in all countries

Initially Greece and

subsequently Italy by utilising

depleted ﬁelds. Further to

that Energean also considers

its opportunities to develop

such projects in Israel as the

Company’s future highest

production asset.

Israel and Egypt are the

Company’s main gas

producers.

Israel and Egypt are the

Company’s main gas

producers.

Metrics used

to evaluate

opportunity

Total water usage and total

energy consumption intensity

(page 66)

% of production which is

gas and operational costs

(pages

39 and 67-68)

CCS and hydrogen related

revenue streams

Ability to attract investment

Revenue (page 67)

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STRATEGIC REPORT

c.

Describe the resilience of the organisation’s strategy, taking into consideration different climate-

related scenarios, including a 2°C or lower scenario

Energean has taken decisive steps in the previous decade to adjust our business strategy to not only

mitigate climate change-related risks but also to capture opportunities. Over the past five years, Energean

shifted its portfolio from 100% oil to more than 75% gas, recognising that gas plays an important role

as a bridge fuel in the transition to a lower-carbon future. For example, in Israel, gas produced from our

operations will be key in replacing high-carbon coal power plants and thus, will play a big role in lowering

the country’s absolute emissions by around 3 million tonnes.

Portfolio resilience

Since 2021, in line with the TCFD’s recommendations, we have tested the resilience of our portfolio

against the scenarios from the International Energy Agency’s (“

IEA

”) annual World Energy Outlook

(“

WEO

”) report to address the risks and opportunities presented by a potential transition to a lower-carbon

economy. Resilience is defined as the ability to generate value in a low-price environment. Energean is

developing models to carry out scenario analysis on physical risks, which is not included in the analysis

below. Energean has historically assessed asset sensitivity to natural disasters following the EU Directive

2014/52/EU.

We have chosen to use the IEA scenarios as it enables standardisation in approach and comparison

between companies. The IEA’s scenarios change slightly each year – in the 2022 WEO report, the three

scenarios are:

IEA’s 2022 WEO climate scenarios

Stated Policies

Scenario (STEPS)

Announced Pledges

Scenario (APS)

Net-Zero Emissions

by 2050 Scenario

(NZE)

Overview

Does not take for granted

that governments will

reach all announced

goals. Instead, it

explores where the

energy system might go

without additional policy

implementation

Takes account of all

climate commitments

made by governments

around the world and

assumes they will be

met in full and on time

Sets out a pathway for

the global energy sector

to achieve net-zero CO2

emissions by 2050

Temperature rise

2.5°C by 2100

1.7°C by 2100

1.4°C in 2100

2030 oil price

$82/bbl

$64/bbl

$35/bbl

2030 EU gas price

$8.5/Mbtu

$7.9/Mbtu

$4.6/Mbtu

2030 carbon price

$90/tonne

$135/tonne

$140/tonne

Methodology

We have applied the IEA’s price forecasts for each scenario to our portfolio and have compared the impact

on the net present value (“

NPV

”) for each country versus our base case budgetary assumptions. We have

not included our exploration assets in this analysis.

The IEA provides 2030 and 2050 oil and gas prices for each scenario. It also provides 2030, 2040 and

2050 carbon prices for each scenario. We have assumed a straight-line increase between the price points

and then assumed flat prices from 2050 onwards. Because the IEA provides general oil and European gas

prices, we have taken the differential between their base case and their forecast and applied this to our

2021 base case for Brent and the various regional gas prices to generate comparable commodity price

forecasts.

The impact to net present values described below are based on the development of our 2P reserves

position ‘as is’, and do not include any unsanctioned steps that we are taking to mitigate the impacts of

climate change.

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STRATEGIC REPORT

Results

Net Present Value of portfolio

6

STEPS

APS

NZE

Israel

Egypt

Italy

Greece

UK

Croatia

Impact on NPV

>0%

0 to -10%

-11 to -55%

>-56%

Our portfolio continues to create value under all scenarios and our gas-focused business positions us

strongly to adapt to changing demand in a carbon-constrained world.

Under the NZE, the NPV is reduced by 17% overall compared to the base case, but remains positive. This

is because the portfolio is predominately gas weighted and thus is largely protected against falls in oil

prices.

In Israel, gas revenues are protected against fluctuations in international commodity prices as there are

fixed gas contracts with floor pricing. Only under the NZE is there a minor impact on the NPV (-8%) due

to the price realised for the liquids stream. Likewise in Egypt, gas revenues are protected with cap and

collar and floor pricing – the change to NPV seen under the NZE is due to Brent falling below $40/bbl and

because of lower liquid prices received compared to our base case forecast.

Our assets in Italy and Greece are more exposed to the effects of lower commodity prices under the

scenarios considered. We are already taking steps to mitigate this impact, and are looking at longer-term,

climate friendly solutions, including carbon capture solutions. Energean is a nimble operator with the

ability to deliver solutions that deliver maximum value for our shareholders, and we view scenario analysis

as a key tool in continuing to deliver upon this as we move into a lower-carbon world.

Further information on the potential impact of commodity price assumptions and the risks associated

with climate change can be found in the Group’s impairment assessment within the Financial Statements

of this Annual Report on pages 190-195.

Carbon price forecast

Energean uses an internal price on carbon to stress-test new projects, acquisitions and investments.

This allows us to measure the impact of any investment decision on the company’s carbon footprint,

and to determine whether any future investments would increase our carbon intensity. Furthermore, the

internal price on carbon ensures that we include the possibility of additional carbon taxation schemes

being introduced which would result in a reduction of our income and valuation on individual assets.

6

Relative to Energean’s budget planning Brent oil price of $60/bbl.

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STRATEGIC REPORT

Our internal carbon prices for countries which do not currently have a regulated carbon tax market (e.g.

outside of the EU and UK ETS regions) are:

Year

($/tCO2)

2023

35 – 40

2025

34 – 50

2035

100 – 110

2050

150 – 160

This carbon price is based upon an average of the IEA’s NZE scenario in their 2022 WEO Report and the

current carbon removal cost on the voluntary market, inflated at the same rate as the IEA’s NZE scenario.

The internal carbon price helps mitigate future potential climate change impacts by helping us safeguard

the value of future investments under different scenarios where the cost of emitting GHG increases as a

result of more stringent regulated trading schemes. In our sensitivity analysis, we have seen that climate

change constitutes a significant risk (albeit with a low probability) in this respect. Engineering solutions

have been incorporated in the design of future projects and in operational performance improvements

to emissions, in addition to considerations around carbon capture and offsetting projects in the medium

term.

We have already pivoted our portfolio predominantly toward gas as part of an overall strategic decision to

more strongly position the company to meet global energy needs in a carbon-constrained world.

We use carbon prices in our asset impairment tests and in the annual Competent Person’s Report (“

CPR

”)

(an independent appraisal of our oil and gas assets). The lack of net-zero-aligned global and national

policies and frameworks increases the uncertainty around how carbon pricing and other regulatory

mechanisms will be implemented in the future. This makes it harder to determine the appropriate

assumptions to be taken into account in our financial planning and investment decision processes.

Risk Management: Disclose how the organisation identifies, assesses, and manages climate-related

risks

As discussed above, Energean considers climate change and GHG emissions a material risk factor.

Energean first recognised climate change as a rapidly emerging risk in 2019. Climate change related risks

and opportunities are fully integrated with Energean’s multi-disciplinary, Group-wide risk management

process. The risk management framework ensures effective identification, assessment, control and

monitoring of climate change-related risks against their potential financial, legal, physical, market and

reputational impact, and further ensures that key strategic and commercial decisions are assessed by

reference to their financial importance.

Energean monitors the risks associated with physical and transition-related risks to ensure these are

being managed within our overall risk appetite over different time horizons.

Please refer to the Risk Management section between pages

74-91 of this Annual Report for further

information.

Metrics and Targets: Disclose the metrics and targets used to assess and manage relevant climate-

related risks and opportunities where such information is material

a.

Disclose the metrics used by the organisation to assess climate-related risks and opportunities

in line with its strategy and risk management process

The key metric we used to track our progress against our energy transition strategy to be Net Zero by

2050 is the carbon intensity of our portfolio across scope 1 and 2 emissions, on an equity-share basis.

Executive remuneration is partly linked to sustainability metrics, which includes emission reductions,

which is one of the Group’s KPIs. Please refer to pages

127-14

7 in the Corporate Governance section for

further detail.

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STRATEGIC REPORT

Energean’s net-zero plan

Figure 4. Climate change plan

7

Energean intends to reach net-zero by 2050 (scope 1 and 2 emissions) via the following steps:

1.

Increase percentage of gas in portfolio (short-term plan).

a.

This has already been achieved, with our production being 75% gas weighted in 2022

(versus 0% in our baseline year of 2019)

2.

Asset performance optimisation

a.

Zero-routine flaring implemented at all operated sites

b.

Renewable-sourced electricity used at all operated sites

c.

Continued investment in methane emissions monitoring and reduction and encourage our

JVs to engage in this target

d.

Investment in technical solutions such as energy efficiency management and fuel

replacement to reduce absolute emissions

3.

Natural-Based Solution (“

NBS

”) Projects

a.

Invest in NBS projects to generate or purchase carbon removals for less than 50% of the

total projected carbon emissions of our equity share production. Our carbon removals

portfolio is expected to involve a mixture of NBS technologies, such as forestry, soil, blue

carbon and biochar etc.

4.

Carbon Capture & Storage and Eco-Hydrogen

a.

Investment in CCS projects to inject emissions from ourselves and others

i.

Our Prinos CCS project in Greece is the most advanced. We have also signed an MOU

with Shell in Egypt and exploring other CCS projects across the portfolio

b.

Evaluate and invest in Eco-Hydrogen projects

7

2019 is pre-Edison acquisition inclusion. 2020 pro forma emissions intensity are presented as if Edison E&P results were

consolidated for the entire year, as the locked box date of the transaction was 1 January 2019.

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STRATEGIC REPORT

Short-term plan

Our short-term plan, which extends to 2025, to reduce the Group’s absolute scope 1 and 2 emissions,

includes: increased efficiency of production installations by optimising performance and replacing fuel

sources, using low or zero carbon electricity and re-focusing our production mix from oil to gas. We are

also evaluating opportunities to invest in natural based solution (“

NBS

”) projects, which are defined as

actions to protect, sustainably manage, and restore natural or modified ecosystems that address societal

challenges effectively and adaptively, simultaneously providing human well-being and biodiversity benefits

by the International Union for Conservation of Nature. Examples of projects include reforestation.

2022 progress on reaching our emission reduction targets

•

In 2022, we reduced our equity share carbon emissions intensity to 16.0 kgCO2e/boe, a 13%

reduction y-o-y.

•

In 2022, 75% of our working interest production was gas, up from 72% in 2021 and up from 0% in

2019 (Energean standalone)

•

All operated sites (which require electricity) purchase electricity generated by renewables. As a

result, our absolute scope 2 emissions from our operated sites reduced by 79% in 2022 versus

2021.

•

In 2022, we performed three methane emissions detection campaigns at major sites in Italy. The

results found minimal amounts of fugitive emissions, requiring minimal corrective actions for one

asset, and no further action in the other two

Medium to long-term plan

Following these initial actions, we will maintain and intensify our efforts towards reducing carbon

emissions. Remaining emissions will be balanced with an equivalent amount sequestered or offset, or

through buying enough carbon credits to make up the difference. Energean is currently working on various

projects, including Carbon Capture and Storage (“

CCS

”) opportunities across its portfolio.

CCS Progress

At Energean, we believe there is considerable opportunity to employ efficient CCS technologies in the

regions we operate. Besides capacity from our own assets, we believe that there will also be external

interest, e.g. from power plants, in providing their produced CO2 to be stored in our company’s depleted

reservoirs. Energean is a highly experienced offshore operator and developer, and thus is well placed to

realise such projects.

In 2022, we completed pre-FEED activities at our Prinos CCS project in Greece, the results of which are

currently being analysed. The Greek Government also awarded Energean a CO2 Storage Exploration

Licence in 2022 which enables Energean to proceed with FEED activities.

In February 2023, Energean Egypt signed a memorandum of understanding (“

MoU

”) with Shell Egypt

to explore a mutually beneficial decarbonisation solution. The proposed partnership is addressing a

major CCS feasibility challenge, which is the ability to connect sizeable carbon emitters to an adequate

geological structure. The study will focus on the decarbonisation of the LNG terminal in Idku operated

by Shell through capturing and storing the carbon dioxide in a depleted reservoir in the Abu Qir offshore

concession operated by Energean. Future development stages will permit such facility to take emissions

from other industrial emitters (e.g. fertilisers).

Recognitions of our climate change strategy

Energean continued its participation in the Climate Disclosure Project in 2022, in which we promoted

disclosure transparency and further developed our climate change initiatives.

The climate change rating assesses the level of detail and comprehensiveness of the content, as well as

the company’s awareness of climate change issues, management methods and progress towards action

taken on climate change.

The supplier engagement rating assesses performance on governance, targets, scope 3 emissions, and

value chain engagement.

We were awarded an improved score of A- in 2022 on climate change (up from B in 2021 and B- in 2020)

based on our strategy and set targets.

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STRATEGIC REPORT

b.

Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the

related risks

Emissions Intensity

(Equity Share)\*

2022

2021

Pro

forma

2020

8

2020

Target

2035

Target

2050

Scope 1 (kgCO2e/

boe)

15.9

18.3

19.5

37.7

Reduce scope 1

& 2 by 2035 to

2-4 kgCO2e/boe

0

Scope 2 (kgCO2e/

boe)

0.1

0.1

0.3

0.2

0

Scope 1 and 2

(kgCO2e/boe)

16.0

18.4

19.8

37.9

0

Scope 3 (Operated

share, kgCO2e)

\*\*

1,889,018

1,488,772

1,488,772

No target

No target

\* Methodologies used to calculate scope 1 emissions include the standards and protocols of EU ETS, IPCC,

Concawe and EPA. Scope 2 emissions were calculated using the GHG protocol standards.

\*\* To be disclosed in the 2023 CDP climate change questionnaire

For further detail on our GHG emissions, please refer to the table in the ‘Our environment, our highest

commitment’ section between pages 65-66 in this Annual Report.

c.

Describe the targets used by the organisation to manage climate-related risks and opportunities

and performance against targets

Energean is committed to be Net Zero by 2050 across its absolute scope 1 and scope 2 emissions on an

equity share basis. In 2019, we pledged to reduce the carbon intensity of our business by 85% by 2023

(from the 2019 base year). We are on track to meet this, as we expect our 2023 emissions intensity to be

between 7-9 kgCO2e/boe in 2023, primarily driven by the start-up Karish which has a low carbon intensity

of between 4-5 kgCO2e/boe. We also have a 2035 target to reduce our emissions intensity to 2-4 kgCO2e/

boe. These targets are continuously monitored by our HSE Director as well as the CEO and the Board.

8

Reserves are pro forma Energean + Edison plus the acquisition of Kerogen’s 30% holding in Energean Israel Limited (“

EISL

”). The

transaction closed on 25 February 2021.

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#### Market Overview

Brent oil price

In the first half of 2022, oil prices rose significantly due to Russia’s invasion of Ukraine. This increased

supply concerns, which were already elevated because of low global crude oil inventories following

withdrawals to meet rising demand after pandemic-related restrictions eased. In the second half of 2022,

oil prices generally decreased amidst rising concerns about a possible recession.

Brent averaged $99.0/bbl in 2022, a 40% increase from 2021 levels. Brent varied significantly from a daily

low of $76.1/bbl in September 2022 to a high of $128.0/bbl in March 2022.

Our liquids production in Israel, Italy, Egypt and the UK is Brent-linked.

Focus on gas

Over 75% of our production is from gas fields. Gas prices from production in Italy, the UK and Croatia are

linked to the European gas market. Our contracts in Israel have fixed long-term floor prices. In Egypt, gas

prices are linked to Brent but include cap and collar pricing, with fixed prices between $40 and $75/bbl.

European gas prices

European gas prices were highly volatile in 2022, with the Italian PSV reaching daily highs of €309.0/

MWh in August 2022 and lows of €23.5/MWh in November 2022. The average PSV price in 2022 was

€125.0/MWh. Cuts in Russian gas supply to Europe, combined with falling domestic supply, hot summer

temperatures and poor renewable-energy generation, caused gas prices to jump in the first 9-months of

the year. Gas prices subsequently fell due to unseasonably warm weather and high gas storage levels.

Israel

Gas

In 2022, Israel’s third gas field, Karish, commenced production in October 2022, following Leviathan (first

gas in December 2019) and Tamar (2013). Tamar produced 10.1 Bcm in 2022 and Leviathan produced

approximately 11Bcm (based upon 8.5 bcm reported between Q1-Q3 2022). Of this, Tamar exported

8.7 Bcm to Egypt. Leviathan, between Q1-Q3 2022, exported 5.6 Bcm (3.6 Bcm to Egypt and 2.0 Bcm to

Jordan).

9

Since 2018, the Ministry of Energy has focused its efforts on transitioning to greener sources of energy

through the increased use of gas and renewables, while phasing out coal. The Israeli government aims to

convert all coal powered stations in the country to gas by 2025 and is targeting a fuel mix of 70% gas and

30% renewable energy by 2030.

In 2022, demand for gas in Israel was approximately 12.7 Bcm. Israel’s long-term gas demand outlook

remains robust, with demand forecast to grow to 17.0 Bcm by 2025 and approximately 21.5 Bcm by

2035.

10

Natural gas demand increase is driven by the enduring growth in electricity demand, as well as by

a transition of fuel mix, from coal and oil to natural gas and renewables.

Liquids

Karish, Karish North and Tanin contain total 2P liquids reserves of 95.6 MMboe (as of year-end 2022

CPR). The

Energean Power

FPSO

has onboard storage facilities that can store up to 800,000 barrels of

liquid. The hydrocarbon liquids are exported via tankers to international markets.

In October 2022, Energean signed a sale and purchase agreement with Vitol for the marketing of a number

of cargoes of Karish blend hydrocarbon liquids. The first shipment of crude was offloaded in February

2023.

Energean expects, based on analysis of individual well test samples, that the Karish blend trades at a

similar price point to Asgard blend, given the similarity in their characteristics. The realised price is market

price less certain freight, logistics and marketing costs.

9

Tamar data from Isramco Negev 2 LP’s 2022 report, Leviathan data from NewMed Energy’s Q3 2022 presentation

10

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BDO March 2023 report

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Egypt

Egypt’s gas market has seen substantial change over the past two decades, owing to several large

domestic discoveries, headlined by Eni’s super-giant Zohr field in 2015. Zohr reached first gas in 2017,

enabling the country to move from being a net importer to net exporter of gas. Egypt also started importing

gas from Israel in January 2020, realising its ambitions to become a regional gas hub.

However, a lack of a major discovery between 2016-2021, combined with rising gas demand (63.1 Bcm

in 2020 rising to 71.5 Bcm in 2025 and 78.8 Bcm in 2030)

11

will result in Egypt becoming a net importer of

gas early this decade. In January 2023, Chevron and Eni announced that they had discovered 3.5 tcf (c.

100 bcm) with their Nargis-1 exploration well, located offshore Egypt. Even if this discovery is developed,

Egypt still requires more discoveries to be made to meet both its domestic demand growth and its pledge

to become a regional energy hub

12

.

Energean has a MOU with EGAS for the sale and purchase of up to 3 Bcm/yr of natural gas on average

for a period of 10 years, commencing with initial volumes of up to 1 Bcm/yr. There are existing export

pipelines from Israel to Egypt that Energean could utilise.

11

BDO March 2023 report

12

Welligence – Chevron hits major gas discovery offshore Egypt – what happens next? January 2023

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#### Our Key Performance Indicators

We measure performance over a range of key operational, commercial, financial and non-financial metrics

to ensure the sustainable management of our long-term success. This keeps us focused on our strategic

objectives, whilst allowing us to remain agile and responsive to external events.

Energean completed the acquisition of Edison E&P on 17 December 2020, and in doing so, reinforced its

commitment to the Mediterranean region. The economic reference date of the transaction was 1 January

2019 and all results subsequent to this date accrue to Energean. However, for accounting purposes, the

figures for Edison E&P are only consolidated into the financial statements subsequent to the completion

date; all results between the economic reference date and the completion date are reflected through a

series of completion adjustments and are incorporated in the net consideration. Throughout the Key

Performance Indicators section, both 2020 operational and financial results are presented on an actual

and pro forma (Energean plus Edison E&P) basis.

Operational

We continued our strong track record of growing reserves and resources with a 20% y-o-y increase vs

2021, while production performance was 41.2 kboepd (75% gas) in 2022.

1.

Working Interest Production

Working Interest Production

2022

2021

Pro forma 2020

2020

kboepd

41.2

41.0

48.3

3.6

Objective:

Energean is focused on maximising production from its existing asset base and delivering net

production of at least 200 kboepd from its gas-weighted portfolio in H2 2024.

2022 progress:

•

Average working interest production of approximately 41.2

kboepd in 2022

•

First gas achieved at Karish on 26 October 2022

•

NEA/NI brought onstream in March 2023; three further development projects (Karish North,

Cassiopea and Epsilon) progressed and expected onstream end-2023, 2024 and 2024

2.

2P Reserves and 2C Resources

2P Reserves

2022

2021

Pro forma 2020

13

2020

MMboe

1,161

965

982

762

2C Reserves

2022

2021

Pro forma 2020

13

2020

MMboe

217

188

158

158

Objective:

Energean aims to replace the reserves it has produced and grow its reserve and resource base

through a combination of successful exploration and appraisal and selective value accretive acquisitions.

2022 progress:

•

19% year-on-year increase in 2P + 2C reserves and resources to approximately 1,378 MMboe, 77%

gas, driven primarily by the Athena, Zeus, Hermes and Hercules discoveries as part of the 2022

Israel growth drilling campaign

•

In 2022, 15 MMboe was produced and 210 MMboe was added to 2P reserves, which equates to a

reserve replacement ratio of +1400%

13

Reserves are

pro forma

Energean + Edison plus the acquisition of Kerogen’s 30% holding in Energean Israel Limited (“

EISL

”). The

transaction closed on 25 February 2021.

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Financial

Energean is focused on increasing production from its large-scale, gas-focused portfolio to deliver

material free cash and maximise total shareholder return.

1. Revenues

Sales Revenues

2022

2021

Pro forma 2020

2020

$ million

737.1

497

.0

335.9

28.0

Objective:

Energean’s near-term target is to generate revenues in excess of $2.5 billion per annum. With

approximately 1,161 million boe of 2P reserves to be monetised and a revenue growth profile underpinned

by gas sold under largely fixed price contracts, we at Energean believe this target is both achievable and

sustainable.

2022 progress:

•

2022 revenues of $737.1 million

•

2022 revenue was higher than 2021 primarily because of higher realised commodity prices

•

Abu Qir Production Sharing Contract (“

PSC

”) amendment increased the gas sales price

from November 2022, resulting in higher revenues

2.

Cost of Production

14

Cost of Production

2022

2021

Pro forma 2020

2020

$/boe

18.9

17.5

11.3

21.4

Objective:

Following completion of the Edison E&P acquisition Energean has started to implement

programmes to further the reduction of operating costs with the aim of creating a sustainable low-cost

business. The Group’s near-term cost of production (operating costs plus all royalties) target is $9-11/

boe.

2022 progress:

•

The increase in cash unit production cost was primarily driven by increased royalties paid in Italy

and increased energy costs across the group

3. Adjusted EBITDAX

15

Adjusted EBITDAX

2022

2021

Pro forma 2020

2020

$ million

421.6

212.1

107.7

(8.3)

Objective

: Energean aims to maximise EBITDAX to maintain the profitability of the business. The Group

expects to grow EBITDAX to $1.75 billion per annum in the short-term through the successful delivery of

sanctioned key growth projects.

2022 progress:

•

2022 adjusted EBITDAX was higher than 2021 because of higher revenue partially offset by higher

operating costs from the enlarged group

4.

Cash Flow from Operating Activities

Cash Flow

from Operating Activities

2022

2021

Pro forma 2020

2020

$ million

272.2

132.5

137.0

1.5

•

The increase was primarily driven by higher realised commodity prices versus 2021

14

The Group uses certain measures of performance that are not specifically defined under IFRS or other generally accepted

accounting principles. These non-IFRS measures include Cost of Production. More information can be found in the Financial

Review section, under the heading ‘Non-IFRS measures’.

15

The Group uses certain measures of performance that are not specifically defined under IFRS or other generally accepted

accounting principles. These non-IFRS measures include adjusted EBITDAX. More information can be found in the Financial

Review section, under the heading ‘Non-IFRS measures’.

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STRATEGIC REPORT

5.

(Loss)/Profit After Tax

Proﬁt After Tax

2022

2021

Pro forma 2020

2020

$ million

17.3

(96.2)

(416.4)

(92.9)

•

The increase was primarily driven by higher realised commodity prices versus 2021, partially offset

through the windfall taxes in Italy

Net-zero carbon emissions

Energean’s aim is to lead the energy transition in the eastern Mediterranean through a strategic focus on

gas and achieve its net-zero ambition by 2050.

1.

Carbon Intensity Reduction

Carbon Intensity

on equity share\*

2022

2021

Pro forma 2020

2020

KgCO2e/boe (Scope 1 and 2)

16.0

18.3

19.8

37.9

\*Methodologies used to calculate scope 1 emissions include the standards and protocols of EU ETS, IPCC, Concawe and EPA.

Scope 2 emissions were calculated using the GHG protocol standards.

Objective:

In 2019, we were the first E&P company in the world to commit to net-zero emissions by 2050.

As part of this commitment, we pledged to reduce by the carbon intensity of our business, by 85% by

2023, versus our 2019 base year

16

.

Energean used internationally recognised standards and guidance to calculate its GHG emissions. We

followed the recommendations of the Greenhouse Gas Protocol, as well as guidance from IPIECA, the

UK’s Department for Environment, Food and Rural Affairs (DEFRA), the International Energy Agency (IEA),

the UN Intergovernmental Panel on Climate Change (IPCC) and the EU Emission Trading System. Our

scope 1 emissions under the EU ETS have been verified by TUV Austria Hellas.

2022 progress:

•

We delivered a 13% year-on-year reduction in the carbon intensity of our operations to 16.0 kgCO2e/

boe on equity share basis

HSE

Energean is fully committed to behaving responsibly and conducting its business with integrity in

everything it does.

1.

Lost Time Injury Frequency Rate

LTI Frequency Rate

2022

2021

Pro forma 2020

2020

No. per million hours worked

17

0.47

0.33

0.63

0.65

Objective:

Energean is committed to managing its operations in a safe and reliable manner to prevent

major accidents and to provide a high level of protection to its employees and contractors. Our target is

to keep the LTIF Rate below 0.50.

2022 progress:

•

Safe and reliable operations, zero serious injuries

•

Zero environmental damage and zero oil spills

•

Zero health damage and occupational illnesses

16

Scope 1 and 2 emissions.

17

Refers to employees and contractors.

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Total shareholder return

In September 2022, Energean declared its maiden quarterly dividend, aligned with its commitment to

return an initial $50 million to shareholders per quarter no later than the end of 2022.

In total, Energean returned US$0.60/share to shareholders (approximately $106 million) in 2022,

representing two-quarters of dividend payments.

In 2023, Energean intends to continue to pay quarterly dividends to its shareholders in line with its

previously communicated dividend policy, which includes:

•

Targeting to pay cumulative dividends of at least $1 billion by the end of 2025

•

•

This is underpinned by predictable cashflows, largely insulated from commodity price fluctuation,

thanks to long-term gas contracts with floor-price protection and high take-or-pay provisions

•

Paying a dividend of at least $50 million per quarter. The amount will ramp-up in line with Energean’s

near-term production and revenue targets to at least $100 million per quarter, as the Company’s

developments come onstream during the next 18 months

•

The Board and Management will regularly review its capital allocation to ensure that sufficient

liquidity remains within the Group, to continue Energean’s organic growth strategy and consider the

potential for opportunistic M&A and/or supplementary capital returns to shareholders.

•

Energean is targeting to reduce net debt/EBITDAX on a Group consolidated basis to levels below

1.5x and sees this being met no later than 2024

•

Post 2025, Energean targets maintenance of a progressive dividend policy, in line with its focus on

maximising total shareholder returns

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#### Review of Operations

Production

Group working interest production averaged 41.2 kboepd

in 2022 (2021: 41.0

kboepd

). 2022 production

was higher than 2021 because of the start-up of production from Karish on 26 October 2022.

Working interest hydrocarbon production (kboepd)

2022

2021

Israel

5.4 (92% gas)

N/A

Egypt

25.1 (87% gas)

29.1 (87% gas)

Rest of portfolio

10.7 (40% gas)

11.9 (36% gas)

Total

41.2 (75% gas)

41.0 (72% gas)

Israel

Karish

Production commenced at Karish on 26 October 2022, marking a pivotal milestone for Energean. All three

wells (Karish Main-01, 02 and 03) had been opened before year end. Data collected from the wells has

demonstrated the reservoir’s ability to produce in line with expectations.

Sales gas between 26 October 2022 and 31 December 2022 totalled 0.28 bcm. Notwithstanding the

excellent reservoir deliverability, this was lower than projected as a result of the project being in the

commissioning phase, during which variability in production is higher than in the post-commissioning

phase.

Further to the progress of commissioning activities on the Karish Field and the Energean Power FPSO,

Energean is, at the time of writing, now sequentially notifying gas buyers that the commissioning period

under the GSPAs has ended and the start date for commercial obligations has commenced. Energean

expects to have completed this process for all gas buyers by the end of March 2023.

The history of Karish

In 2016, Energean acquired the Karish and Tanin licences from NewMed Energy (formerly Delek Drilling)

and in March 2018, Energean took FID on Karish. An EPCIC contract was then signed with Technip to

build the Energean Power FPSO. First steel was cut in China in November 2018 and in April 2020 the

hull arrived in Singapore for the integration of the topsides. The Covid pandemic lead to shut-downs

in the yard, which impacted the timely completion and sail-away of the FPSO, which occurred in April

2022. The FPSO then arrived in Israeli waters in June 2022, following which the hook-up of the wells and

commissioning process occurred prior to first gas.

Karish North

In January 2021, Energean reached FID at the 1.2 Tcf (34 Bcm) Karish North field, 21-months after the

announcement of the discovery. The field is being commercialised via a low-cost tie-back to the Energean

Power FPSO, which is situated approximately 5 kilometres away.

The Karish North development well was successfully drilled as part of the 2022 growth drilling campaign.

Key upcoming activities ahead of Karish North first gas include installation of the Karish North manifold,

umbilical and spool, ahead of opening of the well before year-end 2023.

The production capacity from the first well is expected to be up to 300 MMscf/d (approximately

3 Bcm/yr). A second well is expected to be drilled in 2026 and, combined with later life workovers to both

wells, is expected to be sufficient to fully develop the 256 MMboe of 2P reserves.

Second Oil Train and Gas Sales Riser

In May 2021, Energean took FID on two high-return growth projects. The first, a second oil train on

the FPSO that will increase the liquids capacity from 18

kboepd to 32 kboepd, at minimal incremental

operating costs. The second, a second gas sales riser, will enable gas production and delivery at the full

8 Bcm/yr capacity of the FPSO.

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Both projects made good progress in 2022, with first steel cut at the yard in Dubai in H2 2022 for the

second oil train. The second export riser and the Karish North flowline were transported from the UK

to Israel in March 2023. The riser will be installed shortly and will connect the production facilities on

the FPSO to the pipeline-to-shore. The second oil train will be installed and commissioned in-situ, and is

expected to be ready to process hydrocarbon liquids by year-end 2023.

Gas and Liquids Contracts

GSPAs

Energean has signed gas sales agreements (“

Agreements

”) for the supply of approximately 7.4 Bcm/yr of

gas on plateau. The weighted average tenor of the GSPAs is 15 years. All Agreements include provisions

for floor pricing and take-or-pay and / or exclusivity, providing a high level of certainty over revenues from

the Karish, Karish North and Tanin projects over the next 20 years.

2022 activities

In March 2022, Energean signed a supply agreement with the Israel Electric Company (“

IEC

”), the largest

natural gas consumer in Israel for Karish Gas. The gas price is determined a month ahead, with volumes

determined on a daily basis. The agreement started upon the commencement of first gas production

from Karish, and is valid for an initial one-year period with an option to extend subject to ratification by

both parties.

In May 2022, Energean signed a new GSPA, representing up to 0.8 bcm/yr, to supply gas to the East

Hagit Power Plant Limited Partnership (“

EH Partnership

”), a partnership between the Edeltech Group and

Shikun & Binui Energy. The GSPA is for a term of approximately 15 years, for a total contract quantity of

up to 12 bcm. The contract contains provisions regarding floor pricing, offtake exclusivity and a price

indexation mechanism (not Brent price linked).

In July 2022, Energean Israel signed a new GSPA, representing 0.08 bcm/yr, to supply gas to Shapir-G.E.S

Concessionaire IPP Ltd for the Ashdod Desalination Plant. The GSPA is for a term of 20 years starting

from January 2024 and includes take-or-pay provisions and floor pricing.

Liquids

In October 2022, Energean signed a sale and purchase agreement with Vitol for the marketing of a number

of cargoes of Karish blend hydrocarbon liquids.

The first sale of Karish hydrocarbon liquids was completed in February 2023, and Energean expects Israel

to contribute 15 – 18

kboepd of hydrocarbon liquids production in 2023, at an estimated one sale per

month.

Energean expects, based on analysis of individual well test samples, that Karish blend will trade at a

similar price point to Asgard blend, given the similarity in their characteristics. The realised price will be

market price less certain freight, logistics and marketing costs.

Exploration

In 2022, Energean drilled four exploration wells, offshore Israel. Energean’s growth drilling programme

discovered and de-risked approximately 73 bcm (approximately 480 MMboe).

•

Athena and Zeus (part of Olympus Area)

•

•

The Athena (May 2022) and Zeus (November 2022) wells, block 12, discovered 25 bcm

(approximately 167 MMboe) of natural gas resources. D&M’s analysis determined that the

proximate Hera prospect, was also sufficiently de-risked to be classified as 2P reserves.

Together, these total 31 bcm of 2P reserves. This, in turn, substantially de-risked a further 37

bcm (approximately 243 MMboe) of prospective resources across the Olympus Area in nearby

prospects that have equivalent geological properties and seismic attributes.

•

Hermes (part of Arcadia Area)

•

•

Following post-well studies, recoverable resources in the Hermes discovery (October 2022),

block 31, are now estimated to be approximately 5 bcm (32 MMboe). The results from this well

have provided important additional information about Orpheus and Poseidon, nearby prospects,

that

may be future targets of appraisal activity to firm up resource volumes within this area,

which Energean has named the “Arcadia Area”

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•

Energean is preparing notices of commerciality for both the Olympus Area and Arcadia Area,

required for the conversion of those exploration licences into development leases

•

Hercules

•

•

In December 2022, the Hercules well, block 23, made a discovery in the Miocene. The C and D

sands are estimated to contain mean Gas Initially In Place (“

GIIP

”) of approximately 3 bcm. This

excludes discovered volumes in the A and B sands (which were the subject of the upgrade to

discovered Athena resource volumes in November 2022), which are currently being evaluated,

and volumes will be communicated once available, along with Energean’s assessment of

commerciality of the discovery. The large, deeper, liquids target in the Hercules prospect was

not considered drill-ready and remains a potential target of future exploration.

Egypt

Production

The Abu Qir gas-condensate field offshore Egypt was the largest producing asset in the Group’s portfolio

in 2022. The field delivered 25.1 kboepd of working interest production in the 12 months to 31 December

2022, approximately 87% of which was gas. The NAQ-PII6 well was brought onstream in September 2022

at a rate of 26 MMscfd, which increased Q4 production versus the previous quarters.

Production is expected to grow in 2023, as the remaining three NEA/NI wells are brought online.

Development

NEA/NI subsea tieback

In January 2021, Energean sanctioned the NEA/NI project, which is in shallow-water offshore Egypt and

neighbouring the Abu Qir concession. An EPCI contract for the four subsea wells and the associated

tie-back to the Abu Qir NAQ PIII platform and associated infrastructure was awarded to TechnipFMC

in February 2021.

The NEA/NI project achieved first gas in March 2023, following the completion of the NEA6 well in January

2023. The remaining three wells are expected online throughout 2023. The project contains an estimated

39 MMboe of 2P reserves according to D&M. Peak working interest production is anticipated to be around

15 kboepd.

Abu Qir infill drilling programme

Energean expects to drill an additional four wells on the Abu Qir licence in 2024.

Exploration

North East Hap’y Offshore

Energean expects to participate in an exploration well targeting the Orion prospect (W.I. 30%) along with

its partner IEOC (ENI; 70%; operator) on the North East Hap’y block, offshore Egypt, in 2023. Energean

expects to farm down 12% of its interest to 18% in the North East Hap’y block ahead of spudding the well.

East Bir El-Nus concession (Block-8)

On 3 January 2022, an international consortium led by Energean Egypt (50% operator and Croatia’s INA,

d.d. 50%) was awarded an exploration licence for the East Bir El-Nus concession (Block-8), in the Western

Desert of Egypt. The award is in line with Energean’s strategy to increase and diversify its presence in

Egypt and reinforces its commitment to the country.

The work programme for the licence includes a 180 linear km 2D seismic survey, a 200km2 3D seismic

survey plus two exploration wells, which are expected to target estimated resources (in place) of

approximately 100 MMboe.

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Europe

Production

Working interest production from the Group’s European portfolio averaged 10.7 kboepd (40% gas) in

2022.

Italy – Cassiopea development

The Cassiopea project (180 Bcf 2P reserves), in which Energean has a 40% non-operated equity stake,

remains on track for 2024. The field will deliver plateau working interest production rates of approximately

10 kboepd (100% gas) from the middle of the decade, providing more than 30% of the region’s gas

consumption. Onshore work is progressing well and offshore installation activities are expected to begin

in Q2 2023. The operator expects to start drilling activities in the summer 2023, which includes two new

wells and two recompletions. Upside exists within the surrounding area from potential satellite tie-back

options, including the Gemini and Centauro prospects, which Energean expects to participate it, with its

partner ENI, in 2024.

Greece – Epsilon Development

Energean’s Epsilon project involves three wells (which were pre-drilled in 2019 and require completion)

from the new-build Lamda platform, which will be tied-back to the existing Prinos complex.

First oil from the Epsilon development, which has 2P reserves of 23.6 MMboe in aggregate, is expected in

2024. The installation of the platform jacket at the field is expected to take place in Q2 2023.

Croatia – Irena Development

Energean is currently in FEED for the development of the Irena gas field. Energean expects to take FID for

the project in 2023. If progressed, first gas is anticipated for Q4 2024. The field has 2P reserves of 13.3

Bcf (2.3 MMboe).

Exploration

Croatia

Energean (30%) expects, alongside operator EdINA, to drill the Izabela-9 exploration well, offshore Croatia,

in Q2/Q3 2023. This well is being drilled into the northern segment of the Izabela SE prospect, which has

gross unrisked P50 GIIP of 0.49 Bcm.

Greece

Energean holds a 75% stake in Block 2, located offshore western Greece. Hellenic Petroleum holds the

remaining 25%. A 3D seismic campaign was completed in November 2022. The results of this is currently

being processed and analysed to determine next steps.

Energean also holds a 100% stake in the Ioannina licence, located onshore Greece. A drill or drop decision

will be taken in 2023.

UK

In December 2022, the Isabella appraisal well encountered hydrocarbons in the targeted reservoir. The

operator has completed the gathering of data and has plugged and abandoned the well. The operator

intends to evaluate the drilling results to establish the commerciality of the reservoir.

Carbon Capture and Storage Projects

Energean is committed to meeting its net-zero emissions target by 2050 and leading the Mediterranean

region’s energy transition. The Prinos CCS (Greece) project proposal is to provide long-term storage for

carbon dioxide emissions captured from both local and more remote emitters. Energean estimates that

the Prinos subsurface volumes are sufficient to sequester up to 100 million tonnes of CO2, representing

up to around 50% of total annual emissions from the Greek manufacturing sector for 20 years.

In September 2022, Energean was awarded a CCUS exploration licence from the Greek government. The

results of the pre-FEED with Wood Group and the subsurface studies with Halliburton are currently being

assessed.

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Reserves

Energean’s year-end 2022 working interest reserves

18

are 1,161 MMboe, a 19% increase versus 2021. The increase in reserves versus 2021 was primarily due to the

Olympus Area discoveries, offshore Israel.

At

1 January

2021

19

Revisions

Discoveries

Acquisitions/

(Disposals)

Transfers from / (to)

contingent

Production

At

31 December 2022

Israel

Oil

MMbbls

101

0

5

–

(6)

(0)

101

Gas

Bcf

3,537

47

1,105

–

(56)

(10)

4,624

Total

MMboe

744

8

206

–

(16)

(2)

940

Greece

Oil

MMbbls

36

(12)

–

–

14

–

38

Gas

Bcf

6

(5)

–

–

4

–

5

Total

MMboe

37

(13)

–

–

15

–

39

Egypt

Oil

MMbbls

13

0

–

–

0

(1)

13

Gas

Bcf

508

12

–

–

15

(45)

490

Total

MMboe

103

2

–

–

3

(9)

99

Italy

Oil

MMbbls

35

3

–

–

–

(2)

36

Gas

Bcf

248

2

–

–

–

(8)

242

Total

MMboe

78

3

–

–

–

(3)

78

United

Kingdom

Oil

MMbbls

1

0

–

–

0

(0)

2

Gas

Bcf

1

(2)

–

–

3

(0)

2

Total

MMboe

1

0

–

–

1

(0)

2

Croatia

Oil

MMbbls

–

–

–

–

–

–

–

Gas

Bcf

14

(0)

–

–

–

(0)

14

Total

MMboe

2

(0)

–

–

–

(0)

2

18

YE22 D&M and NSAI CPR.

19

Pro forma

Energean (includes Edison) plus the acquisition of Kerogen’s 30% holding in EISL.

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At

1 January

2021

19

Revisions

Discoveries

Acquisitions/

(Disposals)

Transfers from / (to)

contingent

Production

At

31 December 2022

Total

20

Oil

MMbbls

187

(8)

5

–

9

(4)

189

Gas

Bcf

4,315

55

1,105

–

(34)

(64)

5,376

Total

MMboe

965

1

206

–

3

(15)

1,161

Present Value of 2P Reserves

21

($ million)

7,357

Adjusted TopCo

22

Group Net Debt YE22 ($ million)

107.3

20

Numbers may not sum due to rounding

21

YE22 NSAI and D&M CPR’s High Case (based on forward curve), NPV10

22

The Group excluding Israel and Greece.

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#### Corporate Social Responsibility

Our approach

At Energean, we are strongly committed to creating shared value for our stakeholders and local

communities. Guided by our Ethos and international best practices, we implement a variety of corporate

social responsibility (CSR) activities aiming to protect the environment and improve the quality of life of

those around us.

In what follows, we provide some important insights on the measures we are taking:

•

We have committed to achieve Net Zero emissions by 2050 (we were the first E&P to set this

target) and are further planning to set science-based targets (SBTi)

•

We publish an annual Sustainability Report that is in accordance with the Global Reporting Initiative

(GRI) Standards and the guidelines of the Sustainability Accounting Standards Board (SASB) for oil

and gas E&P companies

•

We implement initiatives that contribute to achieving the entire spectrum of the United Nations’

Sustainable Development Goals (UN SDGs)

•

We participate in the Carbon Disclosure Project (CDP) in the categories of Climate Change and

Supplier Engagement, achieving exceptional ratings that exceed the industry average

•

We align our disclosures with the reporting recommendations of the Task Force on Climate-Related

Financial Disclosures (TCFD) and present our approach within our Annual and Sustainability

Reports

•

We are an active signatory to the United Nations Global Compact (UNGC), committed to adhering

to its principles on human rights, labour, environmental and anti-corruption issues

•

We engage with prominent ESG ratings such as the Sustainalytics and the Maala Index as well as

voluntary initiatives such as the Terra Carta – the Sustainable Markets Initiative of King Charles III,

the former Prince of Wales

Our people are at the forefront of Energean’s success. Operating in numerous countries, we acknowledge

that it is essential to bring our people together and unite diverse cultures. To this end, we design initiatives

to create an inclusive and attractive workplace for our employees, with prominent examples being the

“Did you know” and the “Evolve and get involved” series. At the same time, we are aware of the unsafe

working conditions that may arise and therefore take a proactive approach to ensure that the health,

safety and security of our employees remains a priority.

As a corporate citizen, we understand that our stakeholders have certain expectations of us. We welcome

these expectations and constantly strive to incorporate CSR considerations into our business planning

processes. Energean’s CSR programme is designed to address the needs of our stakeholders, facilitate

the formation of long-lasting relationships and provide tangible benefits to the communities in which we

operate.

Our CSR policy

Energean’s CSR policy is based on our principles and values, which are the cornerstone of our daily

actions. Our stakeholders’ expectations and priorities are embedded in the policy, enabling us to prioritise

the most important sustainability aspects of our business: our people, health and safety, the environment

and community relations.

Our CEO, Board of Directors and Senior Management are responsible for setting, shaping and monitoring

our CSR and sustainability goals and objectives. As such, they are fully aligned with our goal to lead the

energy transition in the Mediterranean through a strategic focus on gas.

In an effort to continuously enhance our sustainability profile, we work together with governments, the

private sector and wider society to exchange views and further improve our approach.

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Corporate Governance is a top priority

Energean adheres to the highest ethical standards, consistent with internationally recognised frameworks

and industry best practices. We maintain a strong corporate governance system that enables us

to accomplish our CSR objectives and fulfil our responsibilities towards our stakeholders and secure

their trust. Meanwhile, we strive to increase our productivity and maintain a flexible operating model to

effectively adapt to any changes in the macroeconomic environment. We build on best practices and

continuously strengthen our governance and internal control functions to maintain and improve our

efficiency and transparency.

Equality and transparency

Energean adopts business practices characterised by professionalism, fairness and transparency. Guided

by our Code of Ethics, we demonstrate to all our employees and stakeholders how important compliance

with laws and regulations is to us.

The Code explicitly states our zero-tolerance approach towards any form of bribery, corruption and other

forms of financial crime and this position is strongly reinforced by Energean’s Management and Board.

Furthermore, the Code of Ethics underpins our stance on human rights, lobbying and advocacy, the

prevention of the facilitation of tax evasion, anti-slavery and the General Data Protection Regulation.

We ensure that all our business partners and those acting on our behalf, are in line with our Code of

Ethics and comply with the applicable ethics and compliance clauses in their contracts. In addition, before

entering into any partnership, we follow a risk-based third-party due diligence approach to manage risks

related to ownership structure, anti-bribery and corruption, sanctions, trade restrictions, human rights and

labour conditions.

Bribery and corruption

It is crucial for us to act and operate ethically and honestly. Energean complies with all laws and regulations

relating to bribery and corruption that apply in all countries in which we operate, including the U.K. Bribery

Act 2010.

We show zero tolerance towards any incidents of bribery and corruption as covered by our Anti-Corruption

and Bribery Policy, and frequently engage with our employees and business partners to maintain our

integrity. We also implement an anti-bribery and anti-corruption compliance programme, overseen by the

Board of Directors, to identify and mitigate related risks that could lead to ethical misconduct.

Our contribution to the 17 United Nations’ Sustainable Development Goals

We recognise that as an energy company we have an obligation to contribute to the United Nations 17

Sustainable Development Goals (SDGs). For this reason, we link our actions and initiatives to these goals.

The following table displays Energean’s main CSR activities in 2022 and the respective SDGs they serve.

SDGs

Our commitments and actions

•

“Back to School” with Energean

•

Greece – we donated school supplies and stationery equipment to three

social institutions, two community centres and one kindergarten, supporting

over 400 students and their families in need – Kavala, Island of Thassos,

Zitsa (Ioannina)

•

Italy – in collaboration with “Caritas” (a Catholic organisation for charity) and

with the support of our colleagues, we donated school supplies, backpacks,

and stationery equipment, helping schools, an Aid Center, and families in

need & their children – Sambuceto, Vasto, Siracusa, Pozzallo, Milan

•

Egypt – we supported the “FLDO Foundation” (an NGO that empowers female

employment), by ordering 300 school bags manufactured with recycled

materials. The bags were donated to underprivileged students of two villages.

Also, along with the company’s employees, we donated the tuition fees to

all primary school students in need of those same two villages – Villages of

Zirzarah and Maadeyah

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•

Israel – in collaboration with “Yeladim – Fair Chance for Children” (an NGO

which takes care of children that were transferred from broken homes by

welfare authorities and now live in boarding schools), we opened the new

school year by donating school bags and stationery equipment to 300 children

living in four welfare boarding schools – Haifa, Carmel

•

Supported the “14th International Diplomatic Charity Christmas Bazaar”, in

collaboration with the Embassy of Greece, raising funds for a Neonatology

Clinic and two Primary Schools – Podgorica / Montenegro.

•

Donated to the Holy Metropolis of Philippi, Neapolis and Thasos, for the support of

the Central Welfare Fund and the “Meal of Love” (the daily soup kitchen performed

by the 95 parish churches of the Holy Metropolis) – Kavala / Greece.

•

Energean teamed up with the Greek Embassy of Montenegro and donated

valuable food packages to the donation campaign of the NGO “Women of Bar” –

City of Bar / Montenegro.

•

Donated 152 Christmas supermarket vouchers to families in need, supporting the

Social Market in the Municipality of Zitsa – Ioannina, Greece.

•

Continued our excellent HSE performance with almost 1 million man-hours with

no Lost Time Injuries regarding all Energean employees.

•

Maintained the ISO 45001 Health and Safety Management System certificates in

all our operated sites and established it in Prinos in order to be certified in 2022.

•

Participated in a Relay Marathon in support of cancer research. The event was

in support of LILT, the National Association for the Research Against Cancer –

Milan / Italy.

•

Donated a Chest Compression System (a cardiopulmonary resuscitation

machine) to the Health Center of Prinos, in honour of the “World Heart Day 2022”

(29 September) – Island of Thassos / Greece.

•

During Breast Cancer Awareness Month (October), while supporting women’s

health

•

Italy:

•

Donated to the National Association for the Research Against Cancer

(LILT).

•

Organised a webinar on cancer prevention through nutrition and a healthy

lifestyle.

•

Arranged a free check-up for the female employees & delivered a LILT

leaflet and ribbon to all colleagues.

•

Greece:

•

Organised a presentation on the “Causes, Risk Factors and Prevention of

Breast Cancer”, for all female employees.

•

Egypt:

•

Organised a breast cancer awareness campaign for the residents of

Maadeyah village, followed by the transportation of women to the Baheya

Foundation, Cairo, for routine check-ups.

•

Israel:

•

Arranged for a breast surgeon to visit the offices in Haifa and Tel-Aviv

and to perform checks-up to all female employees. The service was

available also to the female family members of all staff (wives, sisters,

and mothers).

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•

Offered paid internships to 24 university students around the Group

•

Organized an educational session addressed to primary school students, in

order to introduce them to the concepts of sustainability, climate change, and

biodiversity preservation – Village of Maadeyah / Egypt.

•

Set-up of a webinar on Ancient Greek Philosophy, titled “An anatomy of Ancient

Greek Philosophy: How Philosophy leads us to success”. The webinar invited our

colleagues to be enlightened and inspired physically, spiritually, and mentally,

to expand our comfort zone and to improve our leadership, managerial and

persuasion skills.

•

On 5 June (World Environment Day), Energean aligned with the United Nations’

2022 theme “Only One Earth”, focused on positive sustainability actions, and

increased environmental awareness:

•

Greece:

•

Donated waste disposal bins to the village of New Peramos – Kavala.

•

Organised and performed a beach clean-up at Richo Beach, in collaboration

with the Municipality of Paggaion, in the villages of Nea Peramos & Nea

Iraklitsa – Kavala.

•

Egypt:

•

Performed a beach clean-up in the village of Al Maadeyah, in cooperation

with AQP and “GoClean”.

•

Distributed LED lamps to underprivileged families, in cooperation with

AQP.

•

Distributed recycling bins to schools and the Al Maadeyah beach club.

•

Hosted an environmental awareness session titled “Preserve the

Environment by Recycling”, encouraging our employees to form

sustainable habits and raise awareness for the next generation.

•

Montenegro:

•

Donated concrete waste disposal bins to the Maljevik and Sutmore sea-

side promenades, in cooperation with the Municipality of Bar.

•

Granted two Master’s degrees Clean Energy scholarships to students at the

Technion (the Israel Institute of Technology), to reward excellence and promote

academic research on clean energy – Haifa / Israel.

•

Developed a partnership between the public and the private sector, fostering

a mutual collaboration between a university and a business, by signing two

three-year agreements: i) for a PhD scholarship with the University of Insubria,

regarding CO2 Underground Storage within the CCUS (Carbon Capture, Utilization

& Storage) Value Chain, and ii) with the University of Bologna who assigned a PhD

Researcher & Assistant Professor to integrate CCUS within Circular Economy

solutions – Varese, Bologna / Italy.

•

Supported the USAID Scholars Activity Internship Program, implemented by the

American University in Cairo. Committed to empowering young leaders through

skills enhancement programs, Energean successfully provided five internships –

Cairo / Egypt.

•

Collaborated with the San Benedetto del Tronto’s Port Authorities, Coast Guard,

and Harbour Master’s Office. Along with the Montani Technical Institute in

Fermo, all parties worked together for safeguarding the sea while providing real

life educational opportunities to the new generations. The Institute’s students

had the opportunity to learn about safety aspects in the field, and to define and

manage an emergency sea protection exercise plan.

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•

In 2022, we increased the overall percentage of women at Energean for a second

year running (2022: 24%; 2021: 16%; 2020: 14%) and the number of women on the

Board increased slightly from 30% to 33%. We also maintained a healthy mix of

employees from different generations.

•

Supported, in cooperation with Dar Al Orman Association, and personally delivered

supplies to five small businesses owned by women that support themselves and

their families – Village of Maadeyah / Egypt.

•

Energean recycled 95.2% of water withdrawals at its production sites in 2022.

•

Installed clean water connections to the 10 homes most in need in the Beheira

Governorate, by successfully partnering with Dar Al Orman Association on a

project to install clean water to low-income villages – Egypt.

•

Energean is focused on providing cleaner and affordable energy. In 2022,

Energean began production from its flagship Karish field in Israel. Gas from this

field is sold into the market at lower prices than the existing producers and is

helping Israel shut all its coal-powered power plants by 2050, which will remove

around 3 million tonnes of CO2.

•

The number of employees aged 15-24 increased by 1000% y-o-y

•

The number of nationalities increased y-o-y: 33 as of 31 December 2022 (versus

24 as at 31 December 2021)

•

Supported (donation and sponsorship) the “Athletic Club of Kavala (AOK) –

Department of Wheelchair Basketball”, by covering the fixed needs and expenses

of the Department for the entire Wheelchair Basketball Season 2021-22 – Kavala

/ Greece.

•

Supported and ran alongside the Muscular Dystrophy Association of Greece (MDA

Hellas) and patients in wheelchairs, by participating in the 5km Road Race running

event of the “Athens Half-Marathon 2022” in the centre of Athens. MDA Hellas is

a non-profit organisation that supports people that suffer with neuromuscular

diseases – Athens / Greece.

•

Supported the Prefectural Association of People with Disabilities of Kavala, by

financing the operation, service and maintenance of a special vehicle/van that

transports their members daily – Kavala / Greece.

•

Continued the support to “Etgarim” for the fourth year, an NGO dedicated to the

empowerment and social integration of people with disabilities through outdoor

sports. For a second year in a row, Energean colleagues ran 5 and 8 kilometres in

Etgarim’s “Spring Run” delivering a message of inclusivity – Israel.

•

Donated to “IdeaVita”, an organisation with the aim of designing and implementing

independent life paths to people with disabilities, affirming and guaranteeing

their right to a full and independent life over time. Along with the donation, we

organized an internal workshop for our employees on the power to go beyond

one’s limits – Milan / Italy.

•

Supported and ran alongside the Muscular Dystrophy Association of Greece (MDA

Hellas) and patients in wheelchairs, by participating in the 39th Athens Classic

Marathon events for 2022 (5K & 10K Races), with our CEO, Mathios Rigas, leading

our company’s running team in the center of Athens (November 2022). This year,

Energean had 12 employees-runners participating in “The Authentic” 42K Classic

Marathon Race and supporting MDA Hellas, coming from Greece and 3 more

countries. MDA Hellas is a non-profit organisation that supports people that

suffer with neuromuscular diseases – Athens and Marathon / Greece.

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•

Donated to MDA Hellas for the operation of the Neuromuscular Diseases Unit

of the “AHEPA” University General Hospital (“

AHEPA

” Hospital) of Thessaloniki,

which will serve about 350 people in the coming year, children and adults – the

Unit covers the geographical area of all Northern Greece.

•

Signed a new partnership with ‘Special Olympics Italia’, an organisation that

promotes sport as a means of inclusion for children and adults with intellectual

disabilities. Specifically, we support Francesca, a basketball athlete who will

participate in the Berlin “Special Olympics World Games 2023” – Italy.

•

Sponsored an experiential event where the 400 elementary school students who

participated were introduced to the way people with different disabilities live their

lives and the everyday challenges they face. Organized by the Municipality of

Kavala, the local Directorate of Secondary Education and NGOs for people with

disabilities – Kavala / Greece.

•

Supported “Così come sei”, an association committed to responding to the need

for inclusion of families with disabled children – Ragusa / Italy.

•

Provided financial aid to Rahaf Sailing and Surfing Club, supporting young sailors

from low-income communities. Our donation helped the sailing club with their

preparations for the 2024 Paris Olympics, supporting over 120 sailors and surfers

from Rehaf to participate in multiple competitions – Rehaf / Israel.

•

Became the main sponsor of OKAK (Kavala’s Track and Field Athletic Club), for

the 2022-2023 season. OKAK is one of the biggest clubs in Track and Field in the

East Macedonia & Thrace Region of Greece, that promotes good sportsmanship

and ethos to more than 200 young athletes in the city of Kavala, making OKAK a

role model for the sporting community of the country – Kavala / Greece.

•

Became a sponsor of the “Aretusa” Handball Team in Siracusa, for the 2022-23

Season. “Aretusa” participates in both men’s and women’s A2 championships,

and works directly with local youth and schools, especially in the most deprived

areas of the city – Siracusa / Italy.

•

Partnered with the broader Egyptian Petroleum Sector to provide support and new

houses to the victims of the terrible flood at Khor Awada village – Aswan / Egypt.

•

Grand Sponsor of the 6th Dodoni Festival – a summer open-air Cultural Festival

in the area of Ancient Dodoni – Ioannina / Western Greece.

•

Grand sponsor of the 22nd “Trofeo Del Mare” (“

The Trophy of the Sea

”), the

International Maritime Awards 2022, that took place in Marina di Ragusa. The

awards highlight the excellent work of men, women and institutions who are

committed to and passionate about the Mediterranean Sea – Sicily / Italy.

•

Continued the support to “Etgarim” – a Haifa Sailing Club that empowers people

with disabilities and youth with special needs through outdoor sports – Israel.

•

Recycled 90.5% of the waste generated during 2021 in production sites.

•

Maintained the ISO 14001 Environmental Management System certificates in all

our operated sites.

•

Energean’s Egyptian Abu Qir Petroleum (AQP) joint venture (JV) partners received

their first certificate for waste segregation and paper recycling in Egypt. AQP

becomes the first Oil & Gas JV in Egypt to entirely (100%) recycle its paper,

cartons and plastic waste from all its offices and operational sites (onshore and

offshore). Energean’s Cairo branch has followed the same approach of waste

segregation and recycling, by cooperating with “Go Clean”, a recycling solutions

company – Egypt.

•

Hosted a local stakeholder engagement initiative, by welcoming a delegation of

30 local journalists on board our offshore infrastructure located in the Adriatic

Sea, part of the “full immersion” sessions organized by the Order of Journalists

of Molise and Energean Italy. It explained how the Rospo Mare field works in full

compliance with all the relevant and most recent HSE regulations – Vasto / Italy.

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•

Energean continuously pursues its pledge to become a net-zero emitter by 2050.

•

Energean’s strategy to Net-Zero emissions by 2050:

•

> Short-term plan – by 2025.

•

> Medium-term plan – by 2035.

•

> Long-term plan – by 2050.

•

Improved our Carbon Disclosure Project (CDP) score to A from B in 2022-, for

Climate Change

•

Continued to align our annual reporting to the TCFD recommendations.

•

Successful roll out of “green electricity” at all our operated sites

•

Continued as a member and participant of the Terra Carta and Sustainable

Markets Initiative

•

During 2022, we maintained our zero oil spills record, a record that we hold since

the beginning of our operations in 2008.

•

Grand sponsor of the 22nd “Trofeo Del Mare” (“

The Trophy of the Sea

”), the

International Maritime Awards 2022, that took place in Marina di Ragusa. The

awards highlight the excellent work of men, women and institutions who are

committed to and passionate about the Mediterranean Sea – Sicily / Italy.

•

Maintenance of Telemetric Stations in surface waters of Nestos River Delta, Lakes

Vistonida-Ismarida and Thassos Island Management Body – Northeastern Greece.

•

Organised and performed a beach clean-up at Richo Beach, in collaboration with

the Municipality of Paggaion, in the villages of Nea Peramos & Nea Iraklitsa –

Kavala / Greece.

•

Performed a beach clean-up in the village of Al Maadeyah, in cooperation with AQP

and “GoClean” – Egypt.

•

Performed an invasive species survey and treatment at the onshore valve station

area, in accordance with the National Nature and Parks Authority guidelines of

Israel.

Energean collaborated with:

•

UN Global Compact.

•

UN Global Working Group participation.

•

Maala, a non-profit, CSR standards-setting organization in Israel, which has set a

dedicated CSR index on Tel Aviv Stock Exchange. Maala’s CSR Index is an ESG

rating system used as an assessment tool, benchmarking Israeli companies on

their CSR performance. Energean was rated at Platinum Level at the 2022 Maala

ESG Index – Israel.

•

Management body of the Nestos River Delta, Lakes Vistonida-Ismarida and

Thassos Island – Northeastern Greece.

•

The Greek Embassy – Podgorica, Montenegro.

•

“Caritas Diocesana”, a Catholic organisation for charity – Vasto, Siracusa and

Pozzallo, Italy.

•

“Go Clean”, a recycling solutions company – Egypt.

•

The Regional Unit of Kavala – Greece.

•

The Municipality of Bar – City of Bar, Montenegro.

•

“IdeaVita”, an organisation with the aim of designing and implementing

independent life paths to people with disabilities, affirming and guaranteeing their

right to a full and independent life over time – Milan, Italy.

•

The American University of Cairo – Egypt.

•

“Etgarim”, an NGO dedicated to the empowerment and social integration of people

with disabilities through outdoor sports – Haifa, Israel.

•

“Athletic Club of Kavala – Department of Wheelchair Basketball” – Kavala, Greece.

•

Energean’s Joint Venture, Abu Qir Petroleum (AQP) – Egypt.

•

“Aretusa” Handball Team – Siracusa, Italy.

•

The Nature and Parks Authority – Israel.

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•

The Holy Diocese of Philippi, Neapolis and Thassos – Northeastern Greece.

•

Democritus University of Thrace (DUTH), Department of Environmental

Engineering – Xanthi, Greece.

•

Order of Journalists of Molise – Vasto, Italy.

•

Dar Al Orman Association, an NGO that performs charity work – Egypt.

•

The Technion (the Israel Institute of Technology) – Israel.

•

MDA Hellas (the Muscular Dystrophy Association of Greece), a non-profit

organisation that supports people that suffer with neuromuscular diseases –

Greece.

•

University of Studies Insubria – Varese, Italy.

•

“Yeladim – Fair Chance for Children”, an NGO which takes care of children that

were removed from their homes and live in boarding schools – Israel.

•

LILT, the National Association for the Research Against Cancer – Italy.

•

“Special Olympics Italia”, an organisation that promotes sport as a means of

inclusion for children and adults with intellectual disabilities – Italy.

•

Rahaf Sailing and Surfing Club, a Club that supports young sailors from low-income

communities – Rehaf, Israel.

•

OKAK (Kavala’s Track and Field Athletic Club) – Kavala, Greece.

•

Alma Mater Studiorum, University of Studies Bologna – Italy.

•

Egyptian Petroleum Sector – Egypt.

•

The Prefectural Association of People with Disabilities of Kavala – Greece.

•

The Health Center of Prinos – Island of Thassos, Greece.

•

Assorisorse – Natural Resources and Sustainable Energy, a Confindustria

Association made up of about 100 companies committed to enhancing natural

resources and intellectual skills through technological innovation and the circular

economy, with the aim of decarbonising industrial processes and achieving

environmental, economic and social sustainability – Italy.

•

San Benedetto del Tronto’s Port Authorities, Coast Guard, and Harbour Master’s

Office – Italy.

•

Montani Technical Institute – Fermo, Italy.

•

The Municipality of Zitsa – Ioannina, Greece.

•

“Così come sei”, an association committed to respond to the needs for inclusion

of families with disabled children – Ragusa, Italy.

Excellence through our people

Energean’s successes in 2022 were due to tireless effort from our people. Our commitment is to continue

motivating, engaging with, and further developing our diverse workforce to enable the delivery of our

goals and strategy.

We are focused on offering an attractive workplace and being an employer of choice, thus learning and

development and reward and compensation plans have been at the forefront of our activities in 2022. The

emphasis on compensation was essential during 2022 due to the rising cost of living in most parts of the

world, mostly as a result of the ongoing conflict in Ukraine. We foster an inclusive culture that enables

diversity of thought, and for the first ever time this year we conducted a culture survey and benchmarked

our Diversity, Equity and Inclusion standards and processes against global best practices.

Learning and development

We invest in the potential of our people, who are the real facilitators of our growth, to facilitate the

advancement of their career within our company. In 2022, there was a 195% y-o-y increase in the overall

training hours completed to over 19 hours of learning in the year. In addition, at the end of 2022 we started

the process of incorporating the Udemy business e-learning library to our learning management system

to further support the continuous development of hard and soft skills.

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At Energean we are committed in having the “right people for the right position” – our staff’s career

development is key to Energean’s success. This year, 22 of our colleagues were offered an internal

move opportunity, either via promotions or through lateral transfers in roles that better met their career

aspirations and the company needs.

Compensation and benefits

We are committed to offer competitive compensation and benefits packages, particularly in 2022 when

the cost of living saw a significant increase in the majority of the countries that we operate. We monitor

the market aiming to ensure that our workforce feels fulfilled with their careers at Energean and are

motivated to perform at the best of their abilities.

We conducted our first group-wide compensation and benefits benchmark allowing an objective and

data-driven evaluation of both. This benchmark has allowed us to better structure our reward plans in

order to attract future and retain existing employees.

At a local level we adjusted our compensation and benefit plan in order to align these packages across

the Group. These packages also factored in differences in inflation across of countries’ of operations. As

a result, we have reviewed both the salaries and benefits in each country that we operate in to support all

our colleagues with the aim to minimize the impact of rising inflation.

In addition, as our culture is driven by performance and great results aiming to reward and recognise those

striving for excellence, we continue to offer variable pay in the form of cash bonus, LTIP and deferred

bonuses to our employees as well as salary adjustments following yearly performance appraisals.

During 2022 we commenced the implementation of the compensation module for our SAP SuccessFactors,

and we expect this module to go live on the first quarter of 2023. This module, combined with the

performance management system also on SuccessFactors, will allow the management team to make

more informed decisions on compensation and benefits across the group, incorporating the group grading

structure, the compensation and benefits benchmark, the individual performance and consolidate all the

compensation and benefits information for all Energean employees.

Employee engagement

We engage with our people through regular team and townhall meetings, messages from the CEO and

our intranet. We aim to have an open culture where people can actively contribute towards our success.

This year we conducted our first ever culture survey to understand how people perceive our culture and

to redefine the way we behave, work, and interact with each other. The results of this survey have been

received and analysed and in 2023 we will define the Energean culture of tomorrow and meet the needs

of our multicultural group.

We respect the rights of all our employees to join a legitimate trade union and bargain collectively – we

have collective bargaining agreements in place.

Diversity, Equity and Inclusion (DEI)

We consider diversity, equity, and inclusion business critical, not a compliance necessity and we continue

our participation in the UN Compact Global DEI working group. Our aim is for our workforce to be truly

representative of all sections of society, and for each employee to feel respected and able to give their

best.

In addition to the equal opportunities policy, we introduced this year the diversity, equity and inclusion

policy while setting simultaneously ambitious 3-year plan targeting holistically our DEI practices. This

includes the attraction and retention of people, performance management, communications, learning and

development as well as responsible sourcing, community, governmental relationships, and philanthropy.

Our target is to enable a systematic implementation of the DEI practices beyond of what is required or

expected, benchmarked by international standards.

Focusing on gender equality, for another consecutive year we increased our overall percentage of women

at Energean from 18% to 23% by increasing the representation in senior and middle management and

the rest of the staff. The percentage of women at the executive committee level decreased because of

the restructuring of the committee to reduce the overall number of people on the committee (2022: 22%;

2021: 38%). Finally, our gender pay gap for 2022 was -15% at median hourly wage rates.

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We are proud to have doubled the under 30s population ensuring that we provide exciting career

opportunities to the younger generation, tackling in parallel the ageing workforce and talent gap in the oil

and gas industry by preparing the next generation of Energean leaders.

In 2022, our underlying employee retention rate was 87.33%, reduced to 62.67% after taking into account

exceptional circumstances at our operations in Greece. Our turnover rate that measures employee

resignations, remained fairly stable at 5.93% compared to 4.53% in 2021.

Headcount by seniority and gender

Gender balance by seniority

Men

Women

Total

Board

6

3

9

Executive Committee

7

2

9

Senior Management

18

8

26

Middle Management

35

11

46

Rest of staff

343

103

446

Gender balance by seniority

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Category

Number

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of employees

2022

2021

2022

2021

Up to 30 years old

56

33

10%

5%

31 to 50 years old

327

393

61%

65%

Over 51 years old

153

178

29%

29%

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STRATEGIC REPORT

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Headcount by country

At the end of 2022, our workforce decreased from 604 employees to 536, representing 33 different

nationalities.

Country

No of employees

23

2022

2021

Greece

185

295

UK

36

35

24

Montenegro

2

2

Cyprus

5

5

Israel

84

41

Egypt

39

42

Italy

184

183

Croatia

1

1

Total

536

604

23

Excludes JV partners.

24

Includes Board Members

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Employees per country

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Providing a safe working environment

Protecting the health and safety of all individuals affected by our corporate activities is our top priority.

In 2022, we improved our safety performance compared to 2021 by digitalising our safety management

systems. In doing so, we have shifted the focus from systems to people, placing them at the centre of our

performance. This has enabled us to have quicker response times and corrective actions, which in turns

facilitates a faster return to normal operations.

In the first year of this digitalisation project, our total Lost Time Injury Frequency (“

LTIF

”) for employees

and contractors was 0.47, which was below our targeted maximum performance of 0.50. Our Total

Recordable Injury Rate (“

TRIR

”) was 1.18, slightly higher than the previous year, but still lower than our

target of 1.20, despite a lower total man-hours worked than the previous year.

Key HSE metrics

LTIF

25

2022

2021

Pro forma 2020

2020

Employees

0.00

0.98

0.00

0.00

Contractors

0.52

0.25

0.72

0.73

Personnel total

0.47

0.33

0.63

0.65

TRIR

26

2022

2021

Pro forma 2020

2020

Employees

1.29

1.97

0

0

Contractors

1.17

0.62

1.20

1.46

Personnel total

1.18

0.77

1.05

1.31

FAR

27

2022

2021

Pro forma 2020

2020

Employees

0

0

0

0

Contractors

0

0

0

0

Personnel total

0

0

0

0

25

LTI Frequency: The number of Lost Time Injuries (fatalities +LTIs) per million hours worked.

26

TRIR: The number of Total Recordable Injuries (fatalities + LTIs+ restricted work cases + medical treatment cases).

27

FAR: The number of fatalities per 100 million hours worked.

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Humanising our HSE management system

Digitalization has revolutionized the way we approach safety management and it has opened up new

possibilities for humanizing the safety management system. By leveraging technology, we can now

incorporate a more human-centric approach to safety, with a focus on the people who are using the

systems. Digitalization enables us to collect and analyse vast amounts of data, providing insights into

how our safety systems are working and where improvements are needed. This data can be used to drive

human-centred safety solutions that are tailored to the specific needs of our employees, contractors, and

stakeholders.

For example, digitalization enables us to provide more personalized safety training programs that can

be accessed online, making it easier for employees and contractors to learn at their own pace. We can

also use digital tools to facilitate communication and collaboration between employees and contractors,

providing a platform for open and honest discussion about safety issues. This not only improves safety,

but it also fosters a culture of trust and collaboration.

In addition, digitalization has made it possible to collect and analyse real-time safety data, enabling us

to quickly identify potential safety hazards and take corrective action before they cause harm. This has

significantly reduced the risk of accidents and injuries, and has helped to build a culture of safety where

everyone is responsible for ensuring that safety is a top priority. By humanizing our safety management

system through digitalization, we are creating a safer, more productive workplace for everyone.

Energean has implemented an HSE management system based on the classic ‘Plan-Do-Assess-Adjust’

cycle, which covers activities in all operated areas.

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Managing risks and ensuring safe working conditions

At Energean, the effective management of risks and incidents is crucial in ensuring the safety of our

employees, customers, and the environment. Incident reporting and investigation processes enable us

to identify the root cause of incidents, develop corrective actions, and prevent future occurrences. Safety

observations, inspections, and audits help to identify and control hazards, and also monitor compliance

with established standards and regulations. Effective environmental management is also essential in

ensuring the sustainable use of resources and minimising negative impacts on the environment. By

implementing a comprehensive safety and environmental management system, we can promote a

culture of safety and environmental responsibility, reduce risk, and enhance our overall performance.

The main components of our digitalized system covers the following key areas in Health and Safety:

In 2022, over 18,000 safety observations were documented at Energean-operated sites and the FPSO

project in Israel. All of these observations were successfully managed, and all work underwent risk

assessments to prevent potential escalation to major accidents, harm to individuals, or damage to the

environment.

Corporate Major Accident Prevention Policy (CMAPP)

Energean has a strong HSE framework, including our Corporate Major Accident Prevention Policy and

Health Safety Environmental and Social Responsibility Policy, to effectively manage major and on-the-job

risks.

Energean’s Board of Directors is committed to promoting, enhancing and sustaining a strong health

and safety culture, as well as the implementation of measures for maintaining safety, environmental

protection and control of major accident hazards as core corporate values.

Energean’s Board approved Corporate Major Accident Prevention policy (CMAPP) recognises:

•

The possibility of significant accidents in the Exploration and Production (E&P) industry and the

significance of quick decisions and actions to avert them.

•

Company’s accountability to manage the hazards of major accidents and enhance the effectiveness

of these controls continuously.

•

The essentiality of digitalization, cutting-edge technology and the application of best practices in

the oilfield.

•

Company’s responsibility to attain the utmost standards of Health, Safety, and Environment (HSE)

performance.

•

The significance of a proficient, human-centred HSE Management System.

During 2022, no major accidents were recorded.

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Leadership and accountability

HSE leadership and accountability starts with the CEO, who ensures that all necessary steps are taken

to achieve the highest possible level of HSE performance across the business. The CEO proposes to

the Board of Directors all actions and activities related to HSE deemed necessary to fulfil Energean’s

commitments. In addition, the CEO defines the strategy and approves action plans suitable to control and

mitigate identified risks and takes advantage of new opportunities. The CEO also promotes direct, open,

and honest communication between all levels of management and the workforce to foster a culture of

safety and environmental responsibility.

During 2022, more than 250 leadership visits and managerial walk-arounds were performed in Energean’s

operated sites and the FPSO project in Israel.

Crisis Management Plan (CMP)

Energean’s Crisis Management Plan (CMP) covers all assets and operations, and is formally tested

to ensure it meets all requirements at the strategic, incident management and response level. Early

identification of a potential crisis and immediate action in the event of a crisis, provides the necessary

management assurance for:

•

Protecting human lives

•

Protecting the environment

•

Protecting tangible and intangible assets

•

Ensuring business continuity and sustainable development

•

Protecting the Company’s reputation

During 2022, more than 650 drills and exercises were performed at Energean operated sites and for the

Energean Power FPSO construction and commissioning project.

Legal and regulatory compliance

Compliance with all applicable HSE legislation and regulations is a fundamental requirement of Energean’s

HSE Management System. Energean conducts its operations at all workplaces in accordance with the

corresponding local laws and regulations, and European and international standards. This commitment

to compliance reflects Energean’s dedication to responsible business practices and the protection of the

health and safety of its employees and the surrounding communities. By operating within the parameters

of the law and following established industry standards, Energean is able to build a foundation of trust

with stakeholders and uphold its reputation as a reliable and ethical business.

During 2022, more than more than 640 HSE audits were performed in Energean operated sites and the

Energean Power FPSO construction and commissioning project.

Competence management and training

Energean maintains an ongoing competence and assurance management scheme and provides an

adequate level of HSE training. All Energean personnel are suitably trained to meet the standards set

by the Statutory Bodies and the Company’s requirements. This ensures the ongoing development of a

competent workforce which, in the long term, benefits both individuals and Energean.

During 2022, more than 7,250 hours of certified training and more than 900 hours of internal training were

provided to Energean personnel.

Contractors’ management

Energean evaluates and selects contractors based on their ability to provide services according to the

project, contract requirements, HSE & climate change policies, as well as specific local requirements.

Criteria for pre-qualification, selection, evaluation and re evaluation of contractors are established to

assure suitability and efficient monitoring of contractors’ performance.

Our Contractors’ HSE management policy ensures that contractors are working in a safe and healthy

environment and that they are following proper procedures to minimize risks and prevent accidents.

During 2022, more than 60 contractors were evaluated against this HSE criteria, both before and after the

completion of their work, and were deemed to have performed their operations in an appropriate manner.

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Occupational health

An annual health programme is provided to all employees to assure that the highest levels of health and

wellbeing are maintained. All employees and contractors hold medical fitness certificates based on the

requirements of their position.

During 2022, all employees in operated sites participated in the annual health program and zero work-

related illnesses occurred.

HSE awards and records

Energean continued delivering upon its exemplary HSE track record. At Energean, we believe that

protecting the environment and the health & safety of our staff and stakeholders, is a key factor in the

overall success of our business and we are committed to continuously improving in all aspects of HSE.

For the third consecutive year, Sembcorp Marine’s Admiralty Yard was awarded a Safety and Health

Award Recognition for Projects for Safety Excellence for Energean’s Karish Project.

Our Health and Safety performance in numbers

Occupational safety

2022

2021

Pro forma 2020

2020

Employees man hours worked

772,865

1,015,866

1,130,183

650,405

Contractors man hours worked

7,724,105

8,118,433

8,362,784

5,466,939

Total man hours worked

8,496,970

9,134,309

9,492,967

6,117,344

Number of Employees Fatalities

0

0

0

0

Number of Contractors Fatalities

0

0

0

0

Employees Fatal Accident Rate (FAR)

28

0

0

0

0

Contractors Fatal Accident Rate (FAR)

0

0

0

0

Total Fatal Accident Rate (FAR)

0

0

0

0

Employees Lost Time Injuries (LTIs)

0

1

0

0

Contractors Lost Time Injuries (LTIs)

4

2

6

4

Total Lost Time Injuries (LTIs)

4

3

6

4

Employees LTI Frequency (LTIF)

29

0

0.98

0

0

Contractors LTI Frequency (LTIF)

0.52

0.25

0.72

0.73

Total LTI Frequency (LTIF)

0.47

0.33

0.63

0.65

Employees Total Recordable Injuries (TRIs)

1

2

0

0

Contractors Total Recordable Injuries

(TRIs)

9

5

10

8

Employees and Contr. Total Recordable

Injuries (TRIs)

10

7

10

8

Employees TRI Rate (TRIR)

30

1.29

1.97

0

0

Contractors TRI Rate (TRIR)

1.17

0.62

1.20

1.46

Employees and Contractors TRI Rate (TRIR)

1.18

0.77

1.05

1.31

Process safety

2022

2021

Pro forma 2020

2020

Process safety incidents

1

0

0

0

Loss of containment incidents

10

31

0

0

0

28

Per 100 million hours worked.

29

Per 1 million hours worked.

30

Per 1 million hours worked.

31

Loss of containment incidents increased in 2022 due to the FPSO commissioning phase in Israel with zero effect on people and

the environment

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STRATEGIC REPORT

Safety training

2022

2021

Pro forma 2020

2020

Internal training (hours)

457

950

3,366

2,743

Certiﬁed training (hours)

7,295

1,401

561

183

Total training (hours)

7,752

2,351

3,927

2,926

Our environment, our highest commitment

At Energean we are committed to protecting the natural environment by identifying the potential impact

of our operations and taking all necessary measures to prevent them. Adopting the highest level of

environmental standards constitutes the core of our strategy.

Based on UN Development Plan, many countries have recognized the socio-economic challenges that

accompany the shift from fossil fuels and are taking measures to protect the most exposed, referencing

just transition in their Nationally Determined Contributions (NDCs) and Long Term Strategies (LTS). The

challenges, and opportunities, however, lie not just in the race to cut GHG emissions. There are also

profound social implications in how we do it – implications for social justice, human rights, gender

equality, health, education, jobs, and livelihoods.

Energean’s vision is to provide safe and clean energy to the world, promoting the energy transition in

a fair and inclusive manner. We aim to act as a positive driving force, aiding a just change, by lowering

emissions coming from energy production, protecting the environment and supporting financial and

social development at countries we conduct works.

We maintain our commitment to the natural environment and ecosystems by operating with the utmost

care and diligence. Our focus on ecosystem conservation is evident through our impeccable track record

of zero oil spills and zero environmental damage. We adhere to both national and international regulations,

and continuously strive to achieve best practices in order to minimize our environmental impact. At

Energean, we hold a deep respect for the environment and remain fully committed to safeguarding it for

future generations.

In 2022, Energean established an integrated environmental metrics reporting system, called Synergi

Life, that collect information from local HSE departments and presents it to decision makers. Accurate

measurements using the best-available techniques and elimination of manual data processing provides

better-informed decisions on reduction initiatives.

Our environmental policy meets national and international standards. All our assets’ environmental

management systems are certified to the international standard ISO 14001, including processes for:

•

Monitoring, recording and evaluating air emissions’ levels

•

Defining suitable control and mitigations barriers against oil spills and chemical leaks

•

Prudent management of water resources

•

Sustainable management of wastes

•

Monitoring and conserving ecosystems and biodiversity

Key metrics monitored

Equity share versus operational accounting approach

We report emissions based on an equity share accounting approach and also on the operational accounting

approach. All other environmental data is recorded based on the operational accounting approach.

The definition of equity share is Energean’s working interest across both operated and non-operated

sites. For example, this accounting measure would include 10.47% of the total gross emissions from

Scott, UK, which we hold a 10.47% non-operated working interest in.

In comparison, the operational approach does not take into account Energean’s working interest – it

includes the gross (i.e. 100%) project emissions only for assets that Energean operates. For example, this

approach does not include any emissions from the UK, as we hold no operated positions, and includes

100% of emissions from Accettura, Italy, even though our working interest in the field is 50.33%.

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STRATEGIC REPORT

Environmental KPIs

2022

2021

Pro forma 2020

2020

Environmental expenditure $ million

32

3.3

1.1

4.6

0.4

Energy consumption intensity (MJ/

boe)

33

,

34

– operated share

174.9

370.3

421.3

986.5

Scope 1&2 carbon emissions intensity

(kgCO2e/boe)

35

– net equity share

16.0

18.3

19.8

37.9

Water use intensity (m3/boe)

36

– operated share

0.01

0.2

0.1

0.4

Water volume recycled (%)

37

– operated share

99

95

92

92

Non- hazardous waste intensity (kg/boe)

38

– operated share

0.8

0.2

0.5

0.6

Hazardous waste intensity (kg/boe)39

– operated share

0.1

0.1

0.6

1.2

Waste recycled (%)

40

– operated share

95.2

90.5

52.1

90.4

Waste energy recovery (%)

41

– operated share

0.0

0.0

2.0

3.9

Air quality

Maintaining high air quality through responsible and sustainable operations is a key priority for Energean.

We continuously monitor all our atmospheric emissions to ensure this.

During 2022, the total amount of nitrous emissions (NOx) generated across the Group increased by 56%

versus 2021 because of the commissioning of the FPSO in Israel. The amount of sulfurous emissions

decreased due to lower production from Prinos, Greece.

During 2022, we increased the number of assets that undergo Leak Detection and Repair (LDAR) surveys

to monitor and reduce fugitive emissions (particular methane) across our operated sites. We carried out

campaigns at our Vega, Garaguso and Larino fields in Italy. The results found minimal amounts of fugitive

emissions, requiring minimal corrective actions for one asset, and no further action in the other two. In

2023, the LDAR program will include other assets that had not been checked in the past, in order to keep

our fugitive emissions as low as possible.

Biodiversity

Preserving marine, terrestrial and avian species diversity is of significant importance for Energean. Our

team is dedicated to monitoring the effects of our activities and taking steps to mitigate them.

In 2022, we conducted several biodiversity surveys and undertook initiatives to identify and protect

vulnerable habitats and evaluate the influence of our operations, including:

Israel

•

An invasive species survey and treatment at the onshore valve station area, Israel. Invasive species

were found in the carob trees restored area. Treatment to remove invasive species commenced

and is still in progress

32

Capital expenditures related to environmental protection activities.

33

Ratio of energy (thermal & electrical) consumption over gross hydrocarbons production.

34

2020-2021 figures are re-reported due to updated alignment with GRI standards which state that, to avoid double counting, self-

produced electricity should not be counted, as thermal energy already includes fuel consumption sourced from production

35

Ratio of direct and indirect (consumed electricity) carbon emissions over gross hydrocarbons production.

36

Ratio of total fresh and seawater used for processes over gross hydrocarbons production.

37

Proportion of water used in the process that is returned to the same catchment area or the sea, from where is was initially

drawn.

38

Ratio of municipal and industrial waste, that according to regulation do not pose a severe threat to human health or the

environment over gross hydrocarbons production.

39

Ratio of municipal and industrial waste, that according to regulation pose a severe threat to human health or the environment

over gross hydrocarbons production.

40

Proportion of waste that are reprocessed into other products, materials or substances whether for the original use or for other

purposes.

41

Proportion of non-recyclable waste materials that are converted into usable heat, electricity or fuel through a variety of processes.

Page 62 of 255

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STRATEGIC REPORT

•

Vertical Seismic Profile surveys during the 2022 drilling campaign in Israel were supported by

Marine Mammal Observers and Passive Acoustic Monitoring operators, in line with local guidelines

that are based on the Joint Nature Conservation Committee guidance for the minimization of risk

of injury of marine mammals from geophysical surveys

•

Compliance with “IMO Resolution MEPC.207(62): guidelines for the control and management of

ships’ biofouling to minimize the transfer of invasive aquatic species” for all 23 vessels used for the

development operations of Karish during 2022

•

A post-drilling survey is planned for 2023 to map and quantify the actual impact of the drilling

activity on the ecology of the marine environment

Italy

•

Continued monitoring of the “Tecnoreef” structure, that was installed to promote the development

of biodiversity in the Marine Protected Area “Isola dei Ciclopi” in Italy. Results have shown a high

amount of biodiversity in the area

•

Initiated the “Acquisition and data analysis using marine bioreceptors” project in collaboration with

the Zooprophylactic Institute of Teramo in Rospo Mare, Italy to investigate biodiversity in beneath

platforms. The ultimate goal is to establish a biological pre-alarm system in a crucial area of the

central southern Adriatic basin. By utilizing this system on different platforms in the Adriatic, it

may

be possible to create databanks that could be helpful in managing coastal areas more effectively.

•

Energean has established a new partnership with 3BEE, an agri-tech start up with the aim of

protecting the bees, in the province of Vasto, just opposite our Rospo Mare offshore platform in

Italy.

Greece:

•

Providing ongoing assistance to the management team responsible for the Nestos River Delta,

Lakes Vistonida-Ismarida, and Thassos in maintaining the telemetric stations used for monitoring

biodiversity in the northeastern region of Greece.

Water resources

Fresh water management is a high priority for Energean. We recognise the importance of freshwater

availability, increased future global demands, high-quality standards requirements as well as stakeholders’

expectations.

In 2022, 99% of water withdrawals were recycled. Our onshore and offshore water discharges are

continuously monitored by both automatic and manual analytical means to meet all relevant regulatory

limits.

Total recycled water %

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Page 63 of 255

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STRATEGIC REPORT

Oil spills prevention

Energean has established a robust and well-tested oil spill prevention management system. We have

control measures to mitigate the risk of spills, leaks and uncontrolled discharges that include statutory

discharge limits depending on the location of operation and online sensors interrupting such events,

secondary containments for hydrocarbons carrying vessels, barrels, drums etc and comprehensive plans

for inspection and maintenance of equipment with significant oil spill risks.

As a result, in 2022 we achieved another consecutive year with zero oil spills. Oil spill emergency response

drills and training take place on an annual basis to maintain a high level of equipment availability and

personnel preparedness. Furthermore, we are associate members of Oil Spill Response Limited, an

industry consortium that is a world leader oil spill response provider.

Waste management

At Energean, we maintain a strong code of ethics regarding discharges and waste, by enforcing waste

recycling and energy recovery activities. As part of the Environmental Social Impact Assessment of each

asset we design an action plan to facilitate waste management.

In 2022, 95% of total waste was recycled (2021: 91%) and 5% (2021: 9%) was disposed at local landfill

facilities.

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Page 64 of 255

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STRATEGIC REPORT

Our environmental performance in numbers

For information on the definition of operated versus equity-share, please refer to page 61.

Methodologies used to calculate scope 1 emissions include the standards and protocols of EU ETS,

IPCC, Concawe and EPA. Scope 2 emissions were calculated using the GHG protocol standards.

Environmental records

2022

2021

Pro forma 2020

2020

Production – equity share

Oil (Kboe)

3,720

4,141

4,512

798.4

Raw Gas (Kboe)

11,954

11,489

14,308

595.1

Total oil and raw gas (Kboe)

15,674

15,629

18,820

1,395

Ratio oil/total (%)

23.7

26.5

24.0

57.3

Ratio gas/total (%)

76.3

73.5

76.0

42.7

Production – operated sites

Oil (Kboe)

2,131

2,506

2,189

722.0

Raw Gas (Kboe)

2,222

449.0

336.1

51.8

Total oil and raw gas (Kboe)

4,353

2,955

2,525

773.8

Ratio oil/total (%)

48.9

84.8

86.7

93.3

Ratio gas/total (%)

51.1

15.2

13.3

6.7

GHG emissions – equity share

Total GHG emissions (tCO2e)

254,704

306,930

403,872

84,480

Scope 1 emissions (tCO2e)

249,622

285,362

367,293

52,586

Scope 2 emissions (tCO2e)

5,082

21,568

36,579

31,894

Scope 3 emissions (tCO2e)

N/A

N/A

N/A

N/A

Scope 1 emissions intensity

(kgCO2e/boe)

15.9

18.3

19.5

37.7

Scope 2 emissions intensity

(kgCO2e/boe)

0.1

0.1

0.3

0.2

Total emissions intensity (kgCO2e/boe)

16.0

18.3

19.8

37.9

GHG emissions – operated sites

Total GHG emissions (tCO2e)

75,354

73,042

95,435

73,479

Scope 1 emissions (tCO2e)

71,011

52,259

58,975

41,660

Scope 2 emissions (tCO2e)

4,343

20,783

36,460

31,819

Scope 3 emissions (tCO2e)

42

\*\*\*

1,889,018

1,488,772

1,488,772

Guarantees of Origin (tCO2e)

(4,168)

(20,725)

(31,542)

(31,542)

I-REC (tCO2e)

(175.0)

(58.0)

(73.0)

(73.0)

Scope 1 emissions intensity

(kgCO2e/boe)

16.3

17.7

37.8

53.8

Scope 2 emissions intensity

(kgCO2e/boe)

0.0

0.0

1.9

0.3

Total emissions intensity (kgCO2e/boe)

16.3

17.7

39.7

54.1

UK Only – equity share

Total GHG emissions (tCO2e)

16,507

23,707

66,905

1,725

Scope 1 emissions (tCO2e)

16,507

23,707

66,905

1,725

Scope 2 emissions (tCO2e)

43

–

–

–

–

Total emissions intensity (kgCO2e/boe)

38.5

83.4

83.4

83.4

42

2022 Scope 3 emissions to be disclosed in the 2023 CDP climate change questionnaire.

43

Electricity is purchased by the building owner and thus taken into scope 3 emissions consideration.

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STRATEGIC REPORT

Environmental records

2022

2021

Pro forma 2020

2020

Energy consumption used to calculate

above emissions (kWh)

59,000

77,000

127,000

20,000

Other air emissions – operated sites

NOx (tonnes)

365.1

233.8

156.1

35.4

SO2 (tonnes)

111.4

711.8

900.2

875.1

VOC (tonnes)

14.0

9.0

11.8

11.8

Water usage – operated sites

Fresh water (m3)

47,649

103,784

88,556

88,501

Seawater (m3)

19,418,432

17,413,502

11,173,563

8,589,344

Total water usage (m3)

19,467,393

17,517,286

11,262,119

8,677,846

Recycled water (m3)

19,418,432

16,944,782

10,938,482

8,354,263

Recycled water (%)

99.0

95.2

91.6

92.4

Dispersed oil concentration in

discharged water (mg/L)

0.4

0.4

3.4

3.4

Water quantities disposal – operated sites

Non-hazardous waste (tonnes)

3,420

675.9

1,209

490.7

Non-hazardous waste intensity (kg/

boe)

0.8

0.2

0.5

0.6

Hazardous waste (tonnes)

651.3

341.7

1,457

907.9

Hazardous waste intensity (kg/boe)

0.1

0.1

0.6

1.2

Total waste recycled (%)

95.2

90.5

52.1

90.4

Total waste energy recovery (%)

0.0

0.0

2.0

3.9

Spills – operated sites

Hydrocarbon spills

0.0

0.0

0.0

0.0

Flaring – operated sites

Total hydrocarbons flared (tonnes)

13,775.0

412.8

726.9

536.6

Flaring intensity (kg/boe)

6.4

0.1

0.3

0.7

Energy consumption – operated sites

Total energy consumption (kWh)

33

211,511,613

303,972,222

236,027,778

352,194,444

Electrical energy consumption (TJ)

33

55.1

162.3

209.9

241.1

Electrical energy consumption intensity

(MJ/boe)

33

12.7

54.9

14.7

159.7

Thermal energy consumption (TJ)

706.3

932.0

1,027

639.8

Thermal energy consumption intensity

(MJ/boe)

162.3

315.4

406.6

826.8

Total energy consumption intensity

(MJ/boe)

174.9

383.2

516.2

1,100

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STRATEGIC REVIEW

#### Financial Review

Panos Benos, CFO

Dear Shareholder,

I am pleased to provide an update on the Group’s financial performance in the 12 months to 31 December

2022.

During 2022 Energean delivered production from Karish; commenced payment of dividends to our

shareholders; and we successfully discovered and de-risked new natural gas resources adjacent to our

infrastructure, providing significant potential upside and export optionality.

In total, Energean returned US$0.60/share to shareholders ($106.5 million) in 2022, in line with its target

to pay cumulative dividends of at least $1 billion by end-2025.

Energean achieved record revenues ($737.1 million), adjusted EBITDAX results ($421.6 million) and

operating profit ($232.2 million) on the back of strong commodity prices.

Our focus for 2023 is on continued organic growth. We will continue to ramp up production from Karish

and finalise the development concept for the strategically significant, 68 bcm Olympus Area. Production

will also start from Karish North in Israel and NEA/NI in Egypt (first gas from NEA/NI was achieved in

early March 2023).

Financial results summary

2022

2021

Change

from 2021

Average working interest production (kboepd)

41.2

41.0

0.5%

Revenue ($m)

737.1

497.0

48.3%

Cash cost of production ($m)

284.3

261.6

8.7%

Cost of production ($/boe)

18.9

17.5

8.1%

Administrative & selling expenses ($m)

45.9

43.0

6.7%

Operating proﬁt ($m)

232.2

32.1

623.4%

Adjusted EBITDAX ($m)

421.6

212.1

98.8%

Proﬁt/ (Loss) after tax ($m)

17.3

(96.2)

118.0%

Cash flow from operating activities ($m)

272.2

132.5

105.4%

Capital expenditure ($m)

869.8

407.9

113.2%

Cash capital expenditure ($m)

460.2

452.2

1.8%

Net debt ($m)

2,518.2

2,016.6

24.9%

Net debt/equity (%)

387.3

281.2

37.7%

Revenue, production, and commodity prices

Revenue increased by $240.1 million (2021: $497.0 million) to $737.1 million primarily a result of higher

realised commodity prices. The Group’s realised weighted average pre-hedging oil and gas price for the

year was $81.2/bbl (2021: $57.1/bbl) and $11.2/mcf (2021:5.2 $/mcf), respectively.

Working interest production averaged 41.2 kboepd in 2022 (2021: 41.0 kboepd), with the Abu Qir

gas-condensate field, offshore Egypt, accounting for over 60% of total output.

Adjusted EBITDAX amounted to $421.6 million (2021: $212.1 million). The increase from 2021 was due

to higher revenue partially offset by slightly higher operating costs from the enlarged group. Included

within revenue is the realised loss on the PSV (Italian gas price) hedges of $55.2 million, excluding this

lost revenue would result in an adjusted EBITDA of $476.8 million; which is an increase of $264.7

million

(124.5%) compared to 2021.

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Cash cost of production

Cash production costs for the period were $18.9 /boe (2021: $17.5/boe). The increase in cash unit

production cost was primarily driven by increased royalties paid (2022: $45.8 million, 2021:$24.8 million)

and increased energy costs across the group. The cash production costs excluding royalties are

$238.5 million (2021: $236.8 million) and the related cost per boe is $15.9 (2021: $:15.8)

Depreciation, impairments and write-offs

Depreciation charges before impairment on production and development assets decreased by 14.6% to

$83.3 million (2021: $97.5 million) with the related decrease in the depreciation unit expense to $5.5/boe

(2021: $6.5/boe).

The Group recognised a pre-tax impairment charge of $27.6

million (2021: $0 million) in 2022, a result of

revisions to decommissioning estimates on the Group’s non-producing assets, in Italy and UK. The Group

performed an impairment assessment at 31 December 2022 and did not identify any cash generating

units (“

CGU

”) for which a reasonably possible change in a key assumption would result in impairment or

impairment reversal, except for the Vega oil field in Italy. An 8% decrease in Brent prices would eliminate

the current headroom of the Vega CGU.

Management has considered how the Group’s identified climate risks and climate related goals

may

impact the estimation of the recoverable amount of cash-generating units and as part of the impairment

assessment has run sensitivity scenarios for the IEA’s 2022 WEO climate scenarios (Stated Policies

Scenario (STEPS), Announced Pledges Scenario (APS) and Net-Zero Emissions by 2050 Scenario (NZE)).

The Groups CGUs in Italy (Vega) and Greece are the most sensitive to the impact of the IEA scenarios,

which applied, with no management mitigating actions taken, could result in impairment.

The anticipated extent and nature of the future impact of climate on the Group’s operations and future

investment, and therefore estimation of recoverable value, is not uniform across all cash-generating units.

There is a range of inherent uncertainties in the extent that responses to climate change

may impact the

recoverable value of the Group’s CGUs, with many of these being outside the Group’s control. These include

the impact of future changes in government policies, legislation and regulation, societal responses to

climate change, the future availability of new technologies and changes in supply and demand dynamics.

Exploration and evaluation expenditure and new ventures

During the period the Group expensed $71.4 million (2021: $87.7 million) for exploration and new ventures

evaluation activities. This includes impairment costs of $65.7

million ($82.1 million) for projects that will

not progress to development, primarily Glengorm; Energean will exit the Glengorm licence within 2023.

In addition, new ventures evaluation expenditure amounted to $5.8 million (2021: $5.6 million), mainly

related to pre-licence and time-writing costs.

General and administrative (G&A) expenses

Energean incurred G&A costs of approximately $45.9 million in 2022 (2021: $43.0 million). Cash SG&A

was $36.0 million (2021: $34.8 million).

Cash G&A excludes certain non-cash accounting items from the Group’s reported G&A. Cash G&A is

calculated as follows: Administrative and Selling and distribution expenses, excluding depletion and

amortisation of assets and share-based payment charge that are included in G&A.

2022

($m)

2021

($m)

Administrative expenses

45.9

43.0

Less:

Depreciation

3.9

2.5

Share-based payment charge included in G&A

6.0

5.7

Cash G&A

36.0

34.8

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Net other expenses

Net other expenses of $1.0 million in 2022 (2021: $10.9 million income) includes restructuring costs

($3.2 million), net reversal of expected credit loss provisions of $7.9 million and other non-recurring items.

In 2021 the amount predominantly related to $6.8 million of income due to a decrease in estimates of

decommissioning provisions for certain UK producing assets, representing the amount of the decrease

that was in excess of their book value.

Unrealised loss on derivatives

The Group has recognised unrealised loss on derivative instruments of $5.2 million (2021: $21.5 million)

related to the Cassiopea contingent consideration. A contingent consideration of up to $100.0 million is

payable and determined on the basis of future Italian gas prices recorded at the time of

first gas production

at Cassiopea

, which is expected in 2024.

As at 31 December 2022, the two- year Italian gas (PSV) futures curve indicated higher pricing than

that

at the date of acquisition, with a forward price in excess of €20/Mwh. As a result, the fair value of the

Contingent Consideration as at 31 December 2022 was estimated to be $86.3 million based on a Monte

Carlo simulation (31 December 2021: $78.5 million).

Net financing costs

Financing costs before capitalisation for the period were $236.7 million (2021: $278.4 million). Finance

costs include: $167.4 million of interest expenses incurred on Senior Secured notes (2021: $107.0 million),

$1.5million on debt facilities (2021: $96.7 million), $14.7

million of interest expenses relating to long-term

payables (2021: $4.1 million), $37.4

million unwinding of discount on deferred consideration, contingent

consideration, convertible loan notes and decommissioning provisions (2021: $27.8 million); $15.6 million

commissions for guarantees and other bank charges of (2021: $17.8 million). The 2021 finance costs

included $18.1million for unamortised debt issuance costs under Greek and Egypt RBL, written off due to

repayments prior to their maturity dates.

Net finance costs include foreign exchange losses of $22.2 million (2021: $6.9 million) and finance income

of $9.6 million (2021: $3.0 million), including Interest income from time deposits.

Taxation

Energean recorded tax charges of $89.7 million in 2022 (2021: $5.4 million), split between a current year

tax expense of $200.1 million (2021: $44.6 million), and a deferred tax credit of $110.4 million (2021:

credit $39.2 million) and representing an effective tax rate of 84% (2021: 6%).

The increase in current tax from 2021 is primarily a result of the windfall tax in Italy. During 2022, Italy

introduced: 1) a windfall tax in the form of a law decree which imposed a 25% one-off tax on profit margins

that rose by more than $5.26 million (€5.0 million) between October 2021 and April 2022 compared to the

same period a year earlier. The amount of the windfall tax paid by Energean Italy was $29.3 million and 2)

In November 2022, Italy introduced a new windfall tax that imposed a 50% one-off tax, calculated on 2022

taxable profits that are 10% higher than the average taxable profits between 2018-2021. This amount

has a ceiling equal to 25% of the value of the net assets at end-2021. Based on this, Energean would be

required to pay an additional one-off tax of $92.8 million (€87.0 million) in June 2023.

Operating cash flow

Cash from operations before tax and movements in working capital was $311.3

million (2021:

$131.7 million). After adjusting for tax and working capital movements, cash from operations was

$272.2 million (2021: $132.5 million).

Capital Expenditure

During the year, the Group incurred capital expenditure of $869.8 million (2021: $407.9 million). Capital

expenditure mainly consisted of development expenditure in relation to the Karish Main and Karish

North Fields in Israel ($534.5 million), NEA/NI project in Egypt ($107.9 million), Cassiopea field in Italy

($77.0 million), Scott field in UK ($9.2 million) and exploration expenditures in Athena, Zeus, Hermes and

Hercules in Israel ($123.0 million).

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Net Debt

As at 31 December 2022, net debt of $2,518.2 million (2021: $2,016 million) consisted of $2,500 million

Israeli senior secured notes, $450 million of corporate senior secured notes, $63.5

million draw down of

the Greek loans and $50 million of convertible loan notes, less deferred amortised fees, equity component

of convertible loan ($10.5 million) and cash balances of $502.7 million. Net debt excluding Israel is

$143.8 million (2021: $102.6 million).

In accessing the debt capital markets, Energean is only exposed to floating interest rates for the Greek

loan. Refer to note 26.3 in the financial statements for the interest risk sensitivity.

Credit ratings

Energean maintains corporate credit ratings with Standard and Poor’s (S&P) and Fitch Ratings (Fitch).

On 4 November 2021 Energean plc was assigned its first corporate credit ratings from S&P and Fitch,

following the issuance of the $450 million senior secured notes which mature in 2027.

•

In February 2023 S&P upgraded the ratings from B to B+ for both Energean plc corporate and the

senior secured notes maturing in 2027, with Stable Outlook. This reflects first gas from the Karish

field in Israel and associated track record of production.

•

Fitch assigned a B+ corporate credit rating to Energean plc and B+ rating for the senior secured

notes maturing in 2027. In November 2023 the Outlook was upgraded to Positive to reflect the

improvement in financial performance since 2021, due to stronger price environment and timely

delivery projects including the Karish gas field in Israel.

Risk management

Principal risks

There are no significant changes to the headline principal risks from those disclosed in the 2022 Interim

results. A full description of Energean’s principal risks is disclosed in the strategic review of the 2022

Annual Report & Accounts.

Liquidity risk management and going concern

The Group carefully manages the risk of a shortage of funds by closely monitoring its funding position and

its liquidity risk. The going concern assessment covers the period from the date of approval of the Group

Financial Statements on 22 March 2023 to 30 June 2024 ‘the Assessment Period’. The Assessment

Period has been extended such that it includes the $625 million bond repayment due in March 2024.

As of 31 December 2022 the Group’s available liquidity was approximately $720 million. This available

liquidity figure includes: (i) c. $43 million of undrawn facility under the €100 million loan backed by the

Greek State signed in December 2021 for the development of the Prinos Area in Greece, including the

Epsilon development; and (ii) c. $174 million available under the $275 million Revolving Credit Facility

(‘RCF’) signed by the Group in September 2022 (with the remainder being utilized to issue Letters of Credit

for the Group’s operations). Subsequent to 31 December 2022, the Group signed a $350 million Term

Loan Facility. The Group has a $625 million bond, at the Energean Israel level, maturing in March 2024.

Management expects to refinance this bond during 2023; however, for the purposes of the Going Concern

assessment it has been assumed that the bond is repaid in full and not refinanced.

The going concern assessment is founded on a cashflow forecast prepared by management, which is

based on a number of assumptions, most notably the Group’s latest life of field production forecasts,

budgeted expenditure forecasts, estimated of future commodity prices (based on recent published

forward curves) and available headroom under the Group’s debt facilities. The going concern assessment

contains a ‘Base Case’ and a ‘Reasonable Worst Case’ (“

RWC

”) scenario.

The Base Case scenario assumes Brent at $80/bbl in 2023 and $75/bbl in 2024

and PSV (Italian gas

price) at €50/MWH in 2023 and €45/MWH in 2024. A reasonable ramp-up of production from the Karish

Field is assumed throughout the going concern assessment period, with prices for gas sold assumed at

contractually agreed prices. Under the Base Case, sufficient liquidity is maintained throughout the going

concern period.

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The Group also routinely performs sensitivity tests of its liquidity position to evaluate adverse impacts

that

may result from changes to the macro-economic environment, such as a reduction in commodity

prices. These downsides are considered in the RWC going concern assessment scenario. The Group is

not materially exposed to floating interest rate risk since the majority of its borrowings are fixed-rate. The

Group also looks at the impact of changes or deferral of key projects and downside scenarios to budgeted

production forecasts in the RWC.

The two primary downside sensitivities considered in the RWC are: (i) reduced commodity prices; (ii)

reduced production – these downsides are applied to assess the robustness of the Group’s liquidity

position over the Assessment Period. In a RWC downside case, there are appropriate and timely mitigation

strategies, within the Group’s control, to manage the risk of funding shortfalls and to ensure the Group’s

ability to continue as a going concern. Mitigation strategies, within management’s control, modelled in

the RWC include deferral of capital expenditure on operated assets, deferral or cancellation of exploration

and/or discretionary spend and exercise of rights under contractual arrangements to improve liquidity.

Under the RWC scenario, after considering mitigation strategies, liquidity is maintained throughout the

going concern period.

Reverse stress testing was also performed to determine what commodity price or production shortfall

would need to occur for liquidity headroom to be eliminated. The conditions necessary for liquidity

headroom to be eliminated are judged to have a remote possibility of occurring, given the diversified

nature of the Group’s portfolio and the ‘natural hedge’ provided by virtue of the Group’s fixed-price gas

contracts in Israel and Egypt. In the event a remote downside scenario occurred, prudent mitigating

strategies, consistent with those described above, could also be executed in the necessary timeframe

to preserve liquidity. There is no material impact of climate change within the Assessment Period and

therefore it does not form part of the reverse stress testing performed by management.

In forming its assessment of the Group’s ability to continue as a going concern, including its review of

the forecasted cashflow of the Group over the Forecast Period, the Board has made judgements about:

•

Reasonable sensitivities appropriate for the current status of the business and the wider macro

environment; and

•

the Group’s ability to implement the mitigating actions within the Group’s control, in the event these

actions were required.

After careful consideration, the Directors are satisfied that the Group and Company has sufficient financial

resources to continue in operation for the foreseeable future, for the Assessment Period from the date

of approval of the Group Financial Statements on 22 March 2023 to 30 June 2024. For this reason, they

continue to adopt the going concern basis in preparing the consolidated financial statements.

Non-IFRS measures

The Group uses certain measures of performance that are not specifically defined under IFRS or other

generally accepted accounting principles. These non-IFRS measures include Adjusted EBITDAX, cost of

production, capital expenditure, cash capital expenditure, net debt and gearing ratio and are explained

below.

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STRATEGIC REVIEW

Cash cost of production

Cash cost of production is a non-IFRS measure that is used by the Group as a useful indicator of the

Group’s underlying cash costs to produce hydrocarbons. The Group uses the measure to compare

operational performance period to period, to monitor costs and to assess operational efficiency. Cash

cost of production is calculated as cost of sales, adjusted for depreciation and hydrocarbon inventory

movements.

($m)

2022

2021

Cost of sales

358.9

345.1

Less:

Depreciation

(79.4)

(94.6)

Change in inventory

4.7

11.1

Cost of production

1

284.3

261.6

Total production for the period (kboe)

15,038.0

14,963.5

Cash cost of production per boe ($/boe)

18.9

17.5

1

Numbers

may not sum due to rounding

Adjusted EBITDAX

Adjusted EBITDAX is a non-IFRS measure used by the Group to measure business performance. It is

calculated as profit or loss for the period, adjusted for discontinued operations, taxation, depreciation and

amortisation, other income and expenses (including the impact of derivative financial instruments and

foreign exchange), net finance costs and exploration costs. The Group presents Adjusted EBITDAX as it

is used in assessing the Group’s growth and operational efficiencies, because it illustrates the underlying

performance of the Group’s business by excluding items not considered by management to reflect the

underlying operations of the Group.

($m)

2022

2021

Adjusted EBITDAX

421.6

212.1

Reconciliation to proﬁt/(loss):

Depreciation and amortisation

(83.4)

(97.5)

Share-based payment

(6.0)

(5.7)

Exploration and evaluation expense

(71.4)

(87.7)

Impairment loss on property, plant and equipment

(27.6)

–

Other expense

(15.2)

(7.0)

Other income

14.1

17.9

Finance expenses

(107.3)

(97.4)

Finance income

9.6

3.0

Unrealised loss on derivatives

(5.2)

(21.5)

Net foreign exchange

(22.2)

(6.9)

Taxation income/(expense)

(89.7)

(5.4)

Proﬁt/ (Loss) for the year

17.3

(96.2)

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Capital expenditure

Capital expenditure is a useful indicator of the Group’s organic expenditure on oil and gas assets and

exploration and appraisal assets incurred during a period. Capital expenditure is defined as additions to

property, plant and equipment and intangible exploration and evaluation assets less decommissioning

asset additions, right-of-use asset additions, capitalised share-based payment charge and capitalised

borrowing costs:

($m)

2022

2021

Additions to property, plant and equipment

877.7

521.4

Additions to intangible exploration and evaluation assets

141.0

54.8

Less:

Capitalised borrowing cost

109.2

181.0

Impairment of property, plant and equipment

27.9

Leased assets additions and modiﬁcations

2.0

8.7

Lease payments related to capital activities

(12.7)

(10.9)

Capitalised share-based payment charge

0.2

0.2

Capitalised depreciation

0.6

0.2

Change in decommissioning provision

21.7

(11.0)

Total capital expenditure

870.0

408.0

Movement in working capital

(409.8)

44.3

Cash capital expenditure per the cash flow statement

460.2

452.3

Cash Capital Expenditure

($m)

2022

2021

Payment for purchase of property, plant and equipment

395.8

403.5

Payment for exploration and evaluation,

and other intangible assets

64.4

48.7

Total Cash Capital Expenditure

460.2

452.2

Net debt/(cash) and gearing ratio

Net debt is defined as the Group’s total borrowings less cash and cash equivalents. Management believes

that net debt is a useful indicator of the Group’s indebtedness, financial flexibility and capital structure

because it indicates the level of borrowings after taking account of any cash and cash equivalents that

could be used to reduce borrowings. The Group defines capital as total equity and calculates the gearing

ratio as net debt divided by total equity.

($m)

2022

2021

Current borrowings

45.6

–

Non-current borrowings

2,975.3

2,947.1

Total borrowings

3,020.9

2,947.1

Less: Cash and cash equivalents and bank deposits

(427.9)

(730.8)

Restricted cash

(74.8)

(199.7)

Net Debt

2,518.2

2,016.6

Total equity

650.2

717.1

Gearing Ratio

387.3%

281.2%

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#### Risk Management

Successful and sustainable implementation of our strategy requires strong corporate governance and

effective risk management. We deliver this through a comprehensive framework of business policies,

systems and procedures that enable us to assess and manage risk effectively.

Managing risks and opportunities is essential to Energean’s long-term success and growth. All investment

opportunities May expose Energean to increased risks, particularly in the current risk environment,

including climate change related risks and opportunities. Energean manages its exposure to such risks in

accordance with the Board’s appetite for risk.

Energean’s risk management framework provides a systematic process for the identification and

management of the key risks and opportunities which May impact the delivery of its strategic objectives.

KPIs are set annually and determining the level of risk Energean is willing to accept in the pursuit of these

objectives is a fundamental component of its risk management framework.

The Board operates a risk management framework for the Company and its subsidiaries (together the

“Group”) in order to identify, assess, control and monitor all current and emerging risks to the business

arising from the achievement of its strategic objectives. The risk management framework establishes

Energean’s internal control and risk management process and includes the following:

Group risk management framework

Outline the

strategy

• Set a sustainable strategy

to achieve Energean's near

and long-term goals

Define

strategic

objectives

• Set clear strategic

objectives supported by

relevant KPIs

Define risk

appetite

• Determine the level of risk

that the Group is willing to

accept in the pursuit of its

strategic objectives and

document this in the Group

Risk Appetite Statement

Identify key

risks

• Identify key risks to the

achievement of strategic

objectives, through discussions at

a Board, Senior Risk Management

Committee, country and functional

level

Apply risk

assessment

process

• Apply the Group risk

assessment process to

ensure the ongoing

management of key risks to

our objectives

Deliver

strategic

objectives

• Delivery of strategic

objectives through

informed risk-based

decision making

Risk management is a continuous process. Due to the constantly changing external and internal

requirements and environment, our risk management and internal control system is being continuously

developed.

2022 activities

In May 2022, the Group engaged Marsh UK to assist on the drafting and implementation of a new

enterprise risk management framework, the deliverables of which include an enterprise risk management

(“

ERM

”) Policy and associated processes.

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During 2022, Marsh delivered to the Board a benchmarking report, providing details on the current state of

the Company’s risk management approach as well as a gap analysis against best practice. By the end of

2022, the risk identification and assessment phase was completed and the following key activities were

performed:

•

Identification of key risks impacting Energean’s business objectives, strategy and operations.

•

Qualitative assessment of the risks by likelihood and the impacts during a full day interactive

workshop held in Milan with the participation of 23 managers across functions, regions and

countries of operations, where an update of all existing controls in place was also performed.

The completeness and validity of the risk information and all outputs produced so far, was included within

our risk management approach and as part of this, are reflected in the strategic organisational risk map

and associated risk register for the year end reporting, containing likelihood and impact assessment

scores and high-level control information.

In 2023 the new ERM framework is expected to be implemented and risk management and internal

control systems are expected to be linked closely, through the implementation of a roadmap

providing guidance on the integration of risk management activities into the controls and compliance

framework, strategic planning and business processes.

Risk oversight and governance

Overall responsibility for risk oversight and the effectiveness of the Company’s risk management and

internal control systems rests with the Board. Principal risks, including emerging risks, as well as progress

against key performance indicators, are reviewed at each quarterly scheduled Board meeting and in-depth

analysis on identified risks are undertaken by the Audit & Risk committee, when deemed appropriate.

The Group’s framework for risk management promotes a bottom-up approach to risk management

with top-down support and challenge. The risks associated with the delivery of the strategy and work

programmes and the associated mitigation measures and action plans are maintained in a series of risk

registers at Group, audit and project level. Reporting of these risks within the organisation is structured

so that risks are escalated through the various business units and functions to Board committees and

to the Board itself. For example, the Environment, Safety & Social Responsibility (“

ESSR

”) Committee

monitors the management of health and safety related risks, as well as risks related to any matter relating

to corporate social responsibility, each in connection with the Group’s operations.

A senior risk management committee, comprised of the executive management team, with the

participation of the ERM officer the Senior Risk Management Committee is responsible and accountable

for overseeing and monitoring risks that fall under their identified remit, while the Audit & Risk committee

is additionally responsible for continuously evaluating the effectiveness of the Group‘s system of internal

control and risk management framework.

Group risk governance structure

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STRATEGIC REVIEW

Board of Directors

The Board is responsible for overseeing the risk identification, assessment and mitigation process and

undertakes regular assessments of the risks facing the Group, including current and emerging risks that

could potentially threaten our business integrity, strategy, operating model, future performance, solvency

and/or liquidity.

The overall tone for risk management is driven by the Board, which works closely with the Senior Risk

Management Committee and the Audit & Risk committee (“

ARC

”) to regularly review Energean’s risk

portfolio, monitor any emerging risk and better understand how risks are being managed across the

Company. In this context the Board:

•

Receives high level risk reports and a summary of principal Group risks on a quarterly basis

following ARC meetings;

•

Discusses and provides challenge to end of year reporting on principal risks and decides the

Group’s appetite for the next financial year;

Audit & Risk committee

The Board delegates to the Audit & Risk committee the responsibility for reviewing the effectiveness of

the Group’s systems of internal control and risk management framework. As part of this review, the Audit

& Risk committee on behalf of the Board, ensures that a robust assessment of the principal risks facing

the Company has been undertaken (including those risks that would threaten its business model, future

performance, solvency or liquidity) and provides advice on the management and mitigation of those risks.

The Audit & Risk committee commissions internal and external deep dive investigations into relevant

risks as appropriate.

Financial Control

An integral part of the Energean internal control system is the internal control system for financial

reporting, which is responsible for the financial reports preparation process in compliance with generally

accepted international accounting standards. Energean’s CFO and the Head of Financial Control, in her

capacity as officer in charge of preparing financial reports, are responsible for planning, establishing and

maintaining the internal control system for financial reporting.

Internal Audit Function

The Internal Audit Function has a central role in the Group’s risk management and internal control system,

through objectively and independently evaluating controls, governance and risk management processes.

The Internal Audit is performed by PricewaterhouseCoopers Business Solutions S.A. (“

PwC

”), and the

Group’s Internal Audit Lead, who is responsible for coordinating the relevant assurance and consulting

engagements, aligning the internal audit risk assessment process with the Group risk register outcomes

and proposing a risk based annual audit plan to Audit & Risk Committee.

Senior Risk Management Committee

The Senior Risk Management Committee is responsible for detailed assessment of the risks to the

business.

It considers risks linked to:

•

Strategic objectives

•

Business model.

Consolidation of business risks

To facilitate the assessment of the main risks facing the business, Energean undertakes a bottom-up

review of the key risks faced by the business on a country level through the execution of two subprocesses

(Inherent Risk Assessment and Residual Risk Assessment) to identify the country key risks, meaning the

risks that have the potential to impact a specific operating area, including mitigating actions and any

controls in place.

The country key risks are then verified by the respective Country Risk Committee comprised by the

Country Manager, Asset/Project Execution Manager, Head of Finance, Head of Legal and Head of HSE,

who acting collectively with the ERM Officer, sign off on the country risk register.

From this, the Senior Risk Management Committee reviews all Country Risk Registers and discuss and

present common themes, interconnected risks and key trends. The risks which have been identified

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STRATEGIC REVIEW

and rearticulated as principal risks are then consolidated upwards into the Group’s risk register and are

assessed according to their likelihood of occurring, as well as the potential consequences to Energean in

terms of health or safety, reputational, financial, operational or environmental impact.

On a quarterly basis the enterprise principal risks are discussed by the Board on a ‘Risk Heat Map’ to provide

‘top down’ challenge and support. The outcome of this review and the corresponding key messages, are

communicated back down to the business units and functions to facilitate risk awareness and effective

decision making throughout the Group.

Responding to the Changing Risk Environment in 2022

As part of our goal to continuously improve our risk management processes, the following tasks were

completed in 2022:

•

the Group Code of Ethics was reviewed and updated. Italian, Arabic and Hebrew versions were

developed to achieve effective communication between all our people across the countries we

operate. A fully customized training was assigned to all employees across the Group while the

annual attestation was signed by 450 key staff members and contractors confirming compliance

with the Group’s Code of Ethics values, principles and standards.

•

A contingent liabilities, litigation and ongoing disputes dashboard was maintained to assess any

incidents, disputes or emerging risks that might trigger a potential financial liability impacting the

Group. The dashboard was presented at each Audit & Risk Committee meeting and semi-annually

to the Group financial controller and external auditors.

•

To ensure awareness, understanding of and compliance with important governance, regulatory

and security topics, mandatory e-learning was also implemented across the Group translated, as

appropriate, in local languages, which included comprehensive modules on bribery and corruption,

preventing the facilitation of tax evasion, modern slavery, cyber fraud and cyber security.

Climate change related risks and opportunities

Ever since 2019, when Energean recognised climate change as a rapidly emerging risk, climate change

related risks and opportunities are fully integrated with Energean’s multi-disciplinary, Group-wide risk

management process, as per the recommendations of the TCFD.

Climate change related risks and opportunities have been identified, and future scenarios that facilitated

in developing an integrated strategy approach have been analys

ed

44

.

Our strategy and business plan to

limit global warming has been structured, and is currently being implemented, in three different phases;

short, medium and long-term, as per our Climate Change Policy published in 2021.

The risk management framework ensures effective identification, assessment, control and monitoring

of climate change-related risks against their potential financial, legal, physical, market and reputational

impact, and further ensures that key strategic and commercial decisions are assessed by reference to

their financial importance.

Risk appetite

The Board sets Energean’s risk appetite and acceptable risk tolerance levels for each of the six key risk

categories and has reviewed the strategies devised by the Executive Management Team to mitigate

them. In considering Energean’s risk appetite, the Board has reviewed the risk process, the assessment

of risks and the existing controls and mitigating actions that reduce overall risk. During this process, the

Board articulated which risks Energean should not tolerate, which should be managed to an acceptable

level and which should be accepted in order to deliver our business strategy.

44

Please refer to “Our Strategy- Tackling Climate Change-Our Climate Change Strategy”

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STRATEGIC REVIEW

Principal risks and uncertainties

Symbols used in the following pages

Trend versus prior year indicates our

perception of pre-mitigation (inherent)

risk

Link to Business Model

Link to Strategy/Strategic

Pillars

▲

The risk increased in 2022

A – Find and appraise

①

– Eastern Mediterranean

▼

The risk decreased in 2022

B – Develop

②

– Gas

―

The risk remained static in 2022

C – Produce

③

– Tackling climate change

N

New Risk

D – Acquire

④

– Organic growth

Z

No longer a risk

E – Implementing low

carbon solutions

⑤

– Value-driven and

return driven

Internally, the Group monitors and mitigates a more substantive list of principal risks, but those listed in

the following pages are the risks considered to be the most important at the time of publishing our 2022

Annual Report that could threaten, or, are linked to, our business strategy and business model.

The following table contains a summary overview of the principal risks to the Group while the following

pages provide for each principal risk an analysis of the potential impacts, the corresponding mitigation

measures, the risk appetite and the strategic objectives or KPIs each of these risks

may impact in 2023.

1. Operational – Delayed delivery of future development projects (NEA/NI, Karish North

(including the second oil train and gas riser), Cassiopea and Epsilon)

Owner

: Technical Director

Link to strategy

:

①

②

④

⑤

Link to business model

: B C

Link to 2022 KPIs

: Production

Risk appetite

Low

–All these development projects are viewed as essential for the relevant

country portfolios, substantially beneﬁtting the long-term production proﬁles of the

Company, whilst bringing cost and investment efﬁciencies and strategic beneﬁts.

2022 movement

—

This risk remained static in 2022.

•

NEA/NI first gas, although delayed from its initial first gas date of H2 2022

because of rig availability, was brought onstream in March 2023.

•

The Karish North development well was successfully drilled as part of the

growth drilling campaign in August 2022. The second export riser and the

Karish North flowline were transported from the UK to Israel in March 2023.

The riser will be installed shortly and will connect the production facilities on

the FPSO to the pipeline-to-shore. Key upcoming activities ahead of Karish

North first gas include installation of the Karish North manifold, umbilical and

spool, ahead of opening of the well before year-end 2023.

•

Construction of the second oil train is progressing in line with expectations in

Dubai. The oil train will be installed and commissioned in-situ, and is expected

to be ready to process hydrocarbon liquids by year end 2023.

•

Cassiopea remains on track for first gas in 2024; JV misalignment risks

increase the exposure to potential cost and schedule overruns.

•

First oil from the Epsilon development is expected in 2024.

Impact

A delay to these projects could result in a delay to, or reduction of, future cash

Flows, which would impact the ability of the company to step-up its quarterly

dividend payments to $100 million.

Mitigation

Key development projects are on track.

Energean is actively engaged with its partners, contractors and all other relevant

stakeholders on all development projects to ensure effective working relationships.

For further information, please refer to “

Performance in 2022

” on pages 8-

9.

Ongoing monitoring of KPIs by Executive Management.

2023 Objectives

Continue to monitor project progress ensuring developments progress in line with

expectations.

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STRATEGIC REVIEW

2. Strategic

–

Lack of new commercial discoveries and reserves replacement

Principal risk

:

Owner

: Technical Director

Link to strategy

:

②

④

⑤

Link to business model

: A B C D

Link to 2022 KPIs

:

2P Reserves and 2C Resources

Risk appetite

Medium

– Energean aims to replace the reserves it has produced and grow its

reserve and resource base through a combination of successful exploration and

appraisal and selective value accretive acquisitions.

Exposure to exploration and appraisal failure is inherent in accessing the significant

upside potential of exploration projects, and this remains a core value driver for

Energean. The Group invests in data and exploits the strong experience of Energean’s

technical teams to mitigate this risk.

2022 movement

▼

The risk decreased in 2022.

In 2022, 15 MMboe was produced and 210 MMboe was added to 2P reserves, which

equates to a reserve replacement ratio of +1400%

The 2022 growth drilling programme in Israel successfully discovered and de-risked

approximately 73 bcm (480 MMboe) of new gas resources. This includes 68 bcm

(approximately 449 MMboe) of gas resources in the Olympus Area (Block 12 and

Tanin lease), for which the development concept is being finalised.

Impact

Failure to make new significant gas discoveries and replenish the exploration

portfolio will reduce the Group’s ability to grow the business and deliver its strategy.

Mitigation

Energean focuses on high-grading of its exploration and appraisal programme

and maintains a focus on low-risk, high-reward prospects with clear and short-

term routes to commercialisation. Our exploration portfolio is spread across the

Mediterranean and represents a balanced mix of new frontier areas and lower risk

mature basins.

The development concept for the Olympus Area is targeted to be announced in the

coming months, which would further de-risk the remaining 2C resources.

Energean’s 2023 exploration campaign includes the North East Hap’y exploration

well in Egypt and the Izabela-9 exploration well in Croatia

Ongoing monitoring of KPIs by Executive Management Team.

2023 Objectives

Execute exploration campaigns offshore Egypt and Croatia.

By actively pursuing new exploration opportunities in core areas and maximising

output from producing fields, we aim to ensure at least 100% reserves replacement

on an annual basis.

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STRATEGIC REVIEW

3. Operational – Production uptime reliability and operating efficiency (including asset integrity)

Owner

: Technical Director

Link to strategy

:

④

⑤

Link to business model

:

C

Link to 2022 KPIs

:

Production

Risk appetite

Low

– The success of Energean’s business depends on best-in-class operations.

2022 movement

N New Risk due to Karish starting production.

Impact

Production uptime and reliability Uptime is a prime driver of upstream “value-add,”

as the value of production lost to downtime far exceeds that of operating expenses.

Production downtime and unreliability, asset concentration risks and the resultant

failure to meet contracted quantities, would reduce Energean’s future net revenues

and cash flows.

Mitigation

•

Karish is onstream and the reservoir deliverability has been confirmed

•

Key development projects, to debottleneck the FPSO capacity from 6.5 bcm/

yr to 8 bcm/yr, are on track for completion by end-2023

•

Internal procedures and best standards

•

Asset integrity management system

•

Maintenance strategy

•

Staff training

•

Contingency planning and recovery strategies in place as part of the BCP risk

management.

2023 Objectives

Deliver strong production uptime and reliability to maintain stable production

performance and cash flows.

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STRATEGIC REVIEW

4. Financial Risk: Maintaining liquidity and solvency

Owner

:

Chief Financial Officer

Link to strategy

:

④

⑤

Link to business model

: A B C D E

Link to 2022 KPIs

: Production, Revenues, Adjusted EBITDAX, Cash Flow From Operating Activities,

Loss/Profit after tax

Risk appetite

Low

– Through a disciplined approach to capital allocation, effective execution and

oversight, we accept a very small amount of potential downside financial risk for

targeted upside return.

2022 movement

—

The risk remained static in 2022.

Impact

Funding and liquidity risks could impact the Group’s viability. Erosion of balance

sheet through impairments of financial assets

may further impact the Group’s

financial position

45

.

Mitigation

In 2022, Energean signed a three-year $275 million Revolving Credit Facility (“

RCF

”).

The Group ended the year with $720.0 million of liquidity, including undrawn amounts

of $168 million under the RCF. Post-year end, Energean also signed a $350 million

term loan, which offers additional financial flexibility.

With the start-up of Karish, Energean is on track to meet its near-term targets to

generate revenues of $2.5 billion, EBITDAX of $1.75 billion, and reduce net debt /

EBITDAX < 1.5x. Over 75% of Energean’s near-term production target contains long-

term contracts with floor pricing and take-or-pay provisions.

The Group actively monitors oil price movements and

may hedge part of its

production to protect the downside while maintaining access to upside and to

ensure availability of cashflows for re-investment and debt-service.

Ongoing monitoring of financial KPIs by Executive Management.

2023 Objectives

•

Refinance of the 2024 EISL bond maturity to maintain efficient capital

structure.

•

Evolve the capital allocation strategy from capital investment to sustainable

cash-flow generation.

45

For further information, please refer to Going Concern disclosure on pages 172-173 and Viability Statement disclosure on

pages 92-93

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STRATEGIC REVIEW

5. Macro-economic risk (including inflation, interest rates and commodity price fluctuations)

Owner

:

Chief Financial Officer

Link to strategy

:

④

⑤

Link to business model

: A B C D E

Link to 2022 KPIs

: Revenues, Adjusted EBITDAX, Cost of Production, Cash Flow From Operating

Activities, Loss/Profit after tax

Risk appetite

Low

– Through a disciplined approach to capital allocation, effective execution and

oversight, we accept a very small amount of potential downside financial risk for

targeted upside return.

2022 movement

N New Risk

In 2022, global commodity prices were highly volatile, largely as a result

of the conflict in Ukraine. This, combined with rising global demand for products and

materials following the recovery from the global pandemic, has led to rising inflation

around the world. To combat rising inflation, government’s around the world have

increased interest rates.

Impact

Macro-economic headwinds including inflation, interest rates, commodity price

fluctuations, like any other external/political risk, represent an uncertainty factor in

view of achieving the Company’s financial targets.

Mitigation

Protected against commodity price fluctuations:

•

Over 75% of Energean’s near-term production target of 200 kboepd is

protected under long-term gas contracts with floor prices.

•

Energean routinely evaluates hedging contracts for other areas of its portfolio

Interest rates fixed as part of 2021 refinancing:

•

Energean undertook a series of refinancings in 2021, which fixed substantially

all of the Company’s exposure to floating rates; its weighted average cost

of debt in 2022 was 5.25% and substantially unimpacted by the global rise

in interest rates. The only facility within Energean’s capital structure that is

impacted by global interest rate rises is the c. €90.5 million Greek facility;

therefore the impact of the rate rises on overall cost of debt has been minimal.

Inflation:

•

The majority of Energean’s costs are fixed. The development projects in

Israel and Egypt are wrapped under EPCIC and EPIC contracts. There have

been some impacts of inflation on salary costs, but this contributes a small

component of the overall Cost of Operations base.

Ongoing monitoring of financial KPIs is undertaken by Executive Management

Team.

2023 Objectives

Maintaining focus to deliver near-term targets of $2.5 billion revenues and

$1.75 billion EBITDAX

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STRATEGIC REVIEW

6. Organisational & HR risk. Failure to attract, retain and develop staff

Owner

: HR Director

Link to strategy

:

⑤

Link to business model

: A B C D E

Link to 2022 KPIs

:

Relevant for all KPIs

Risk appetite

Medium

– Our strategy relies on attracting, motivating and retaining key talented

people and their knowledge and expertise. Our performance and ability to grow

depends on it.

2022 movement

N New Risk

Talent shortages due to an aging workforce, limited new/ young talent entering the

industry and growing competition for talent with the technology industry creates a

risk of attracting and retaining staff.

The pandemic has also changed how people think about work. Priorities have shifted

and workforce expectations have, and continue to change, in terms of flexible and

remote working combined with the challenge of current and future wage inflation.

Impact

The failure to attract, retain and develop staff would have an impact on the business

to operate efficiently and appropriately.

Mitigation

•

Active employee’s incentives plans (LTIP, DBP and MBO awards) as well as

an internal career development process.

•

Effective benchmarking to ensure pay is in line with competitors.

•

Employee incentives and welfare discretionary plans

•

Succession planning paths for key positions of personnel.

•

Clearly defined recruitment drive to increase the headcount for Group level

roles

•

Performance management process, alongside the competency framework,

introduced in February 2022.

Ongoing monitoring of KPIs by Executive Management.

2023 Objectives

Launch of the compensation module in our SAP SuccessFactors and the

implementation of our updated Diversity, Equity and Inclusion Policy.

Energean will continue to foster a culture of inclusion and diversity, as well as

streamlining the learning and knowledge sharing processes.

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STRATEGIC REVIEW

7. Deterioration or misalignment of JV relationships

Owner

: Country Managers

Link to strategy

:

⑤

Link to business model

: A B C D E

Link to 2022 KPIs

:

Working Interest Production, 2P reserves and 2C resources, Cost of Production,

Adjusted EBITDAX, Cash Flow from Operating Activities, Loss/Profit After Tax

Risk appetite

Medium

– The Group seeks to operate assets which align with the Group’s core

areas of expertise but recognises that a balanced portfolio will also include non-

operated ventures. The Group accepts that there are risks associated with a non-

operator role and will seek to mitigate these risks by working with partners of high

integrity and experience and maintaining close working relationships with all JV

partners.

2022 movement

▲

– The risk increased in 2022

Non-operated positions are held in the entire UK portfolio and a large component of

the Italian portfolio. JV misalignment risks associated with the Cassiopea project in

Italy increase the exposure to potential cost and schedule overruns.

Impact

•

Cost/schedule overruns.

•

Poor operational performance of assets.

•

Delay in first production from new projects.

•

Negative impact on asset value.

In addition, in case the Company is unable to develop and deliver major projects as

planned, particularly if the Company fails to accomplish budgeted costs and time

schedules, it could incur significant impairment charges associated with reduced

future cash flows of those projects on capitalized costs.

Mitigation

Actively engage with all JV partners early to establish good working relationships.

Actively participate in operational and technical meetings to challenge, apply

influence and/or support partners to establish a cohesive JV view.

Active engagement with supply chain providers to monitor performance and

delivery.

Application of the Group risk management processes and non-operated ventures

procedure.

Ongoing monitoring of KPIs by Executive Management.

2023 Objectives

Continue to proactively engage with JV partners and monitor JOA procedures.

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STRATEGIC REVIEW

8. Recoverability of production cost and receivables in Egypt

Owner

: Country Manager Egypt

Link to strategy

:

①

②

⑤

Link to business model

: B C

Link to 2022 KPIs

: Cash Flow From Operating Activities, Profit/Loss After Tax

Risk appetite

Low

–The Group utilises its strong regional ties and the experience of its commercial

teams to mitigate this risk.

2022 movement

—

The risk remained static in 2022. At end-December 2022, net receivables (after

provision for bad and doubtful debts) in Egypt were $116 million, of which $41 million

were classified as overdue.

Impact

Loss of value.

Work programme restricted by reduced financial capability.

Mitigation

Energean has a number of contractual solutions with EGPC to ensure an effective

collection policy, including condensate proceeds, lump-sum payments, Abu Qir

payables offsetting and local currency collection.

Continued engagement with the Egyptian government and Ministry of Petroleum.

Proposals for structuring and planning of overdue repayment, on a regular basis.

2023 Objectives

Improve receivables position as the currency stabilises. Put agreements in place to

accelerate recovery of overdue receivables.

Maintain an active investment programme.

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STRATEGIC REVIEW

9. Significant cyber risk, including a security breach of internal systems or a cyber attack

Owner

: Group Information Technology Manager

Link to strategy

:

⑤

Link to business model

: A B C D E

Link to 2022 KPIs

: Loss/Profit After Tax, Total Shareholder Return

Risk appetite

Low

– Energean is committed to maintaining the security and integrity of its data

and IT systems.

2022 movement

▲

The risk increased in 2022. As Energean grows into a 200 kboepd producer,

the risk of a significant cyber-attack increases and therefore requires constant

monitoring and management.

Impact

•

Potential operational disruption or shut down.

•

Potential exposure to high ransomware demands.

•

Reputational damage / adverse impact on external relationships (customers,

suppliers, government agencies).

•

Loss of shareholder confidence (shareholders, lenders, etc.).

•

High involvement of regulators.

•

Loss of data and theft of confidential information.

•

Regulatory implications and financial penalties.

Mitigation

•

System authorisation and systems training to enable good practise.

•

Security monitoring systems.

•

Security plan and cyber policies and procedures.

•

Insurance to cover potential losses.

•

Firewalls to prevent unauthorised access.

•

Intrusion detection to prevent further breaches or loss of data.

•

Physical access authentication, whitening and net-segregation.

•

Vulnerability Assessment and Penetration Testing as part of the audit

activities.

2023 Objectives

Technological and procedural measures are continuously evolving to manage

changing cyber security threats.

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STRATEGIC REVIEW

10. Ethics and Business Conduct. Fraud, Bribery and corruption risk

Principal risk

: Owner: Chief Executive Officer

Link to strategy

:

⑤

Link to business model

: A B C D E

Link to 2022 KPIs

: Cash flow from Operating Activities, Loss/Profit After Tax

Risk appetite

Low

– Energean is committed in maintaining integrity and high ethical standards in

all of the Group’s business dealings. The Group has a zero-tolerance approach to

conduct that

may compromise its reputation or integrity.

2022 movement

▲

The risk increased in 2022. Increased global connectivity, digitalization and the

complexity of fraud schemes increase the likelihood of a potential fraud incident,

although no reportable instances of bribery or corruption have been recorded.

Impact

Reputational damage.

Financial penalties or civil claim.

Criminal prosecution.

Mitigation

Strong governance and anti-corruption policies and procedures. Audit reviews, use

of data analytics and continuous monitoring of bribery and corruption controls

across the Group to assess compliance. Robust financial procedures in place to

mitigate fraud.

Annual training programme in place for all employees, available also in local

languages.

Enhanced due diligence of business partners and customers and compliance

auditing on major contractors.

2023 Objectives

Continue to provide regular training, awareness and communication. Alignment

of the Company’s controls with its JV partners, involving JV governance and

transparency in high-risk areas (Egypt) or activities.

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STRATEGIC REVIEW

11. Health Safety and Environment (HSE)

Owner

: HSE Director

Link to strategy

:

⑤

Link to business model

: A B C D E

Link to 2022 KPIs

: LTIF rate

Risk appetite

Low

– Energean is committed to managing its operations in a safe and reliable

manner to prevent major accidents and to provide a high level of protection to its

employees and contractors. The health and safety of employees is of paramount

importance to Energean.

2022 movement

—

This risk remained static in 2022. The Group’s

pro forma

LTIF

46

for operated

activity in 2022 was 0.47 per million hours worked (up from 0.33 in 2021). Our TRIR

47

for 2022 was 1.18 per million hours worked (up from 0.77 in 2021). There were no

spills to the environment.

Impact

Serious injury or death.

Negative environmental impacts.

Reputational damage.

Regulatory penalties and clean-up costs.

Loss or damage to Company’s assets and potential business interruption.

Loss or damage to third parties and potential claims.

Mitigation

Effectively managing health, safety, security and environmental risk exposure

is a top priority for the Board, Senior Leadership Team and Management Team.

Ongoing monitoring of KPIs by Executive Management is also undertaken.

Development and implementation of the Health Safety Environmental (HSE) & Social

Responsibility (SR) policy that sets out corporate values, standards and expectations

with respect to all HSE & SR matters in relation to company’s employees, partners,

stakeholders, general public, environment and sustainable development.

Implementation and maintenance assurance of an HSE Management System

and an effective H&S framework, covering all Energean’s expectations and as per

international standards.

Implementation and maintenance assurance of suitable and effective Crisis

Management and Emergency Response and Management Plans as per Energean’s

expectations and standards.

Implementation and maintenance assurance of the Corporate Major Accident

Prevention policy (CMAPP), covering Energean’s expectations and standards.

2023 Objectives

Zero serious incidents and LTIF target of less than 0.50 and a TRIR target of less

than 1.10.

Further expand HSE digitialisation in regards to emergency response management

and safety environmental critical elements management.

Continue Group driven HSE audits across all countries and sites to ensure all

systems used are in line with the Group’s guidance.

46

Lost Time Injury Frequency.

47

Total Recordable Incident Rate.

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STRATEGIC REVIEW

12. Failure to manage the risk of climate change and to adapt to the energy transition

Owner

: Chief Executive Officer and – HSE Director

Link to strategy

:

②

③

④

⑤

Link to business model: A B C D E

Link to 2022 KPIs

: Revenues, Cost of Production, Adjusted EBITDAX, Cash Flow From Operating

Activities, Loss/Profit after tax, Carbon Intensity reduction, LTIF rate, total shareholder return

Risk appetite

Medium

– The Group is committed to achieving its net-zero emissions

48

target

by 2050 and reducing the near-term carbon intensity of its operations through the

implementation of low carbon solutions and the acquisition of low carbon intensity

hydrocarbons. Energean is focused on taking near-term investment decisions that

ensure its assets remain competitive in an environment where demand for oil and

gas

m

ay be lower than today and will continue to stress test its portfolio against a

range of climate change scenarios, in line with the recommendations of the TCFD.

2022 movement

—

This risk remained static in 2022.

Impact

Reputational damage and loss of investors and providers of capital.

Reduced demand for Company’s products due to technology developments towards

alternative energy sources.

Climate-related policy changes with associated increased costs.

Ability to effect change towards lowering carbon footprint.

Mitigation

On track to reduce near-term carbon emissions intensity to 7-9 kgCO2e/boe and

net-zero by 2050

Prinos CCS – results of pre-FEED study being analysed

In February 2023, a memorandum of understanding (“

MoU

”) with Shell Egypt to

explore a mutually beneficial decarbonisation solution.

Aligned with the TCFD recommendations across all TCFD pillars in our year-end

reporting.

Climate change strategy development for the reduction, sequestration and offsetting

of greenhouse gas emissions. This includes performance optimisation and carbon

capture and offsetting projects.

Carbon shadow prices are taken into consideration in the evaluation of projects and

investments viability.

Active commitment to CSR goals and targets.

Strengthen our low carbon portfolio and reduce our GHG emissions intensity by

shifting production from oil to gas. Best in class ESG ratings:

•

CDP rating increased to A- from B

•

Constituent of FTSE4Good Index Series

•

Maala Index rating increased to platinum from gold.

•

Rated AA by MSCI for second year running

2023 Objectives

Progress FEED activities at the Prinos CCS project in Greece.

Further progress Energean’s path to net-zero.

Further reduce emissions intensity and encourage JV partners to engage in methane

monitoring campaigns.

48

Scope 1 & 2 emissions.

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13. Climate Change – Physical risks

Owner

: HSE Director

Link to strategy

:

③

Link to business model

: A B C D E

Link to 2022 KPIs

:

Relevant for all KPIs

Risk appetite

Medium

– Management recognises that climate change is expected to lead to

rising temperatures and changes to rainfall patterns in all the countries where it

operates. Extreme flooding combined with rising sea level

may cause issues to the

steady state of Energean’s assets. Energean is evaluating measures to reduce the

exposure and vulnerability of both its assets and its people to weather and climate

events.

2022 movement

—

This risk remained static in 2022.

Impact

Unexpected asset costs arising from operational incidents or inadequate water

supply due to changes in precipitation patterns.

Reduced revenue due to extreme weather events and reduced production.

Transportation difficulties and supply chain interruptions.

Increased insurance premiums for insuring assets in high-risk locations.

Negative market reaction.

Loss of investor confidence.

Serious injury or death.

Environmental impacts due to spills.

Reputational damage.

Loss or damage to assets or early retirement and business interruption.

Mitigation

Monitoring the weather conditions near its assets and has built protective barriers

to combat potential flooding.

Energean has also installed an underwater analyser on one of its platforms in

Greece to monitor seawater conditions (wave speed and direction). No extreme

weather events have occurred to date, but the threat remains

Comprehensive insurance policies in place for key assets and infrastructure.

2023 Objectives

Continue monitoring of environmental conditions and reporting at both an asset

and corporate level.

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STRATEGIC REVIEW

14. Strategic

–

Regional / Geopolitical conflicts in areas of operation affecting production and

distribution (including fiscal uncertainties)

Owner

: Chief Executive Officer

Link to strategy

:

①

⑤

Link to business model

: A

Link to 2022 KPIs

: Relevant for all KPIs

Risk appetite

Medium

– The sectors in which Energean operates continue to be subject to a

high degree of geopolitical, regulatory and fiscal risk. However, true to Energean’s

entrepreneurial spirit, we accept risks in order to achieve higher business rewards

where they are consistent with our core purpose, strategy and values, and can be

effectively managed.

2022 movement

—

This risk remained static in 2022.

The Israel-Lebanon maritime border dispute was resolved in 2022. The border

treaty is an international treaty, and has been signed by the highest level of political

executive of both sovereign states. For Energean, it specifically and explicitly

recognises that Karish and Karish North are in the sovereign territory of the State

of Israel.

Impact

Loss of value; increasing costs (including taxes); uncertain financial outcomes;

Mitigation

•

Cooperation and relationships with governments to ensure the safety of

Energean’s interests.

•

Security measures to ensure the safety of Energean’s assets and interests.

•

Scenario planning strategy

•

Knowledge of regional and local issues and proactive engagement with

Government and NGOs – Strong CSR strategy

•

Sustained and positive relationships with governments and key stakeholders

through robust investment plans and engagement in local projects.

2023 Objectives

Continued monitoring of geopolitical events and regulatory/fiscal changes.

Undertake risk assessment activities in relation to new projects.

Energean strives to become a leader in CCS in the Eastern Mediterranean and is

confident that we will be part of the solution.

Emerging risks

The main emerging risk areas are on unexpected legislation, including those related to climate change,

and government actions that could impact the Company. Management will closely monitor any relevant

trends around potential new windfall and carbon taxes implementation in countries where this has yet

to occur, but also on regulations governing price determinations in order to properly adjust planning and

budgeting activities.

The Group has identified all these emerging risks and is actively assessing and monitoring them.

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STRATEGIC REVIEW

#### Viability Statement

The Directors have assessed the viability of the Group over a 3 year period until 31 December 2025. The

assessment started from the 31 December 2022 actual financial position and considered the potential

impact of the principal risks documented in the report on its forecasted financial projections. The basis

for the forecasts is the Group Working Capital Model.

The board conducted the review over a 3-year period for the following reasons:

i.

Energean considers its medium-term forecast and guidance on a rolling 3-year basis

ii.

The Group’s key strategic projects, Karish, Karish North, NEA/NI, Cassiopea and Epsilon are

expected to be onstream and fully ramped-up facilitating Energean to reach its medium-term plan

targets of $1.75 billion EBITDAX and over 200

kboepd by 2025.

iii.

This period covers the remaining capital investment phase until respective first production and

ramp-up from each of this phase of strategic projects e.g. Karish North, NEA/NI, Cassiopea and

Epsilon.

iv.

Energean raised $2.5 billion of project bonds in 2021 for its Israel Project, the first tranche of bonds

are due for repayment in 2024 therefore the viability assessment period captures both the coupon

payments and the first principal repayment.

v.

Energean announced its Dividend Policy in March 2022, stating it would aim to pay at least $1 billion

of dividends by the end of 2025 therefore the viability assessment period captures this forecast.

Based on these factors, the board considers that an assessment period up to 31 December 2025

appropriately reflects the underlying potential and viability of the Group and is the period over which

principal risks are reviewed.

In order to make an assessment of the Group’s viability, the Board has carried out a detailed assessment

of the Group’s principal risks, and the potential implications these risks could have on the Group’s liquidity

and its business model over the assessment period. This assessment included (i) monthly cash flow

analysis, (ii) a number of sensitivity scenarios and (iii) a reasonable worst-case scenario including a

combination of various sensitivities, together with associated supporting analysis provided by the Group’s

finance team. Sensitivity analysis focused on commodity price downside, downside production scenarios,

delay to certain strategic projects where we are non-operator and the risk of rising interest rates.

A summary of the key assumptions, aligned to the Group’s principal risks, and the sensitivity scenarios

considered can be found below.

Principal Risks

Base Case Assumptions

Sensitivity Scenarios

1.

Operational Risk: (i) Delay

to key projects (NEA/NI in

Egypt, Karish North including

second oil train and riser,

Cassiopea in Italy and

Epsilon in Greece) including

operational readiness

failures (ii) Production

uptime and operational

efficiency

2.

Deterioration or

misalignment of JV

relationships

3.

Recoverability of receivables

in Egypt

First Gas from NEA/NI occurred

in March 2023, Cassiopeia

assumed 3 month delay vs.

Budget. Epsilon in Q1 2024 (per

budget) and Karish North online

by end of 2023 (per budget).

Production profiles assumed

as per Budget which are

conservatively lower than CPR

2P forecasts

10% reduction in production

across all key projects to

reflect the year of start-up/no

operational history.

5% reduction in production

across all mature assets vs

base case

Additional delay of 3 months

to first gas in Cassiopeia given

non-operated project.

Reduction in EGPC receivables

by 10%

Page 92 of 255

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STRATEGIC REVIEW

Principal Risks

Base Case Assumptions

Sensitivity Scenarios

4.

Macro-Economic Risk

including inflation, interest

rates and commodity price

fluctuations

5.

Financial Risk: inability to

maintain balanced cashflow

resulting in increased

liquidity and credit risk

Oil price based on recent

forward curve, at $80/bbl in

2023, $75/bbl in 2024 and

$70/bbl in 2025.

PSV gas price based on recent

forward curve, €50/MWH in

2023, €45/MWH in 2024 and

€30/MWH in 2025

FX rate for costs in € of €1: $1

FX rate for costs in £ of £1: $1.1

in 2023 and $1.2 in 2024 and

2025

FX rate for Shekel of $1: ILS3.5

The USD2.5bn and $450m

bonds have a fixed coupon i.e.

no exposure to interest rate risk

only the €100m Greek State

backed loan is exposed to

movements in EURIBOR and any

loan utilization under the RCF

will be exposed to movements

in SOFR. The RCF is undrawn

at 31 December 2022 apart

from Letters of Credit which are

not linked to interest rates. A

EURIBOR/SOFR rate of 4.5% is

assumed in base case.

Refinance of the first tranche

of bonds due in March 2024,

no refinance of the bonds due

in March 2026

Reduction of 10% in Brent price

and 10% in PSV price across

the whole Viability Assessment

period.

Increase in rates to 5%

Partial drawdown of the RCF

(and rapid repayment thereafter)

to maintain smooth cashflow

balance

6.

Failure to manage the risk of

climate change and to adapt

to the energy transition

Carbon charges (European

carbon emissions tax) included

across the portfolio where

applicable, e.g. in Greece.

Budget expenditure for green

projects and or investments

included in the base case

such as (i) on-site projects for

absolute emissions reduction,

(ii) investment in carbon removal

projects (iii) studies for CCS

projects across the Group.

Free allowances are used up

until 2025 therefore charges

are projected to be incurred

outside of the Viability Period.

The risk of further measure

being introduced and enacted

by governments in our areas

of operations is low. Therefore,

there is no sensitivity included in

the downside scenario.

Under such individual and combined sensitivity scenarios the Group maintains sufficient cash throughout

the viability period. Nevertheless the Board has considered the availability and likelihood of mitigating

factors such as the ability to hedge, headroom under existing debt facilities, additional funding options

including refinancing and further rationalisation of our cost and asset base, including cuts to discretionary

capital expenditure such as exploration or shifting of expenditures under our control.

Based on the results of the analysis the Board of Directors has a reasonable expectation that the

Company will be able to continue in operation and meet its liabilities as they fall due over the period of

their assessment.

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CORPORATE GOVERNANCE

# Corporate Governance

#### Board of Directors

Karen Simon

Non-Executive Chair

Ms. Simon was appointed as an Independent Non-Executive Director in September 2017 and became

Non-Executive Chair in November 2019. Ms. Simon was formally with J.P. Morgan for over 35 years

and retired in December 2019 as Vice Chair in the Investment Bank. During her banking career, Ms.

Simon held a number of executive positions in corporate finance including Global Co-Head of Financial

Sponsor Coverage working with the firm’s private equity clients advising on leveraged buy-outs, M&A and

IPO’s; CO-Head of European Middle East and Africa (EMEA) Debt Capital Markets; and Head of EMEA

Oil & Gas Coverage. Ms. Simon spent 20 years of her career in London where she was a member of J.P.

Morgan’s EMEA Management, Debt Underwriting, and the Reputational Risk Committees. She is a US/

UK dual citizen. Ms. Simon currently sits on the boards of Aker ASA listed on the Oslo stock exchange

and Crescent Energy listed on the New York stock exchange as well as on the Board of Trustees for the

Institute of Shipboard Education, a non-profit which runs the Semester at Sea study abroad program for

university students. Ms. Simon graduated from the University of Colorado with a degree in Economics

and has a Masters of Business Administration degree from Southern Methodist University and a Masters

of International Management degree from the Thunderbird School of Global Management where she also

Co-Chairs the Thunderbird Global Alumni Council.

Independent:

•

Upon appointment as Chair

Committee membership:

•

Nomination & Governance – Chair

•

Remuneration & Talent – Member

Current external appointments:

•

Aker ASA – Independent Non-Executive Director

•

Crescent Energy – Independent Non-Executive Director, Member of the Audit Committee

Matthaios (Mathios) Rigas

Chief Executive Officer

Mr. Rigas (Mathios) is the founding shareholder and has served as the CEO of the Energean Group

since its inception in 2007. He is a Petroleum Engineer with senior investment banking experience.

Under his leadership, Energean has developed into the leading Independent gas focused E&P in the East

Mediterranean. Mathios led the international expansion of Energean, through the acquisitions of Prinos,

Karish and Edison’s E&P business, as well as the Initial Public Offering in London and secondary listing

inTel Aviv. Today, Energean is active in 8 countries, with reserves of over 1.1 bn boe and production

targeting 200,000 boe

/d.

Under Mathios’ leadership, Energean’s ESG strategy has been recognised by numerous awards across

Europe. Mathios was the first E&P CEO to commit to a net-zero strategy in 2019. He was voted CEO of the

year in 2018 in London when Energean was also voted Independent of the Year and the Company’s IPO

received the award for Deal of the Year by World Energy Council.

Prior to setting up Energean Mathios had over 20 years of investment banking and private equity

experience. He worked in London for JP Morgan Chase and subsequently set up Capital Connect, a Greek

private equity fund investing in recycling, IT, healthcare and energy. Mathios holds a degree in Mining and

Metallurgical Engineering from the National Technical University of Athens and an MSc / DIC degree in

Petroleum Engineering from Imperial College.

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CORPORATE GOVERNANCE

Independent:

•

N/A

Committee membership:

•

N/A

Current external appointments:

•

None

Panagiotis (Panos) Benos

Chief Financial Officer

Mr. Benos has 21 years international experience in the oil and gas sector, both in banking and industry,

with a long track record of upstream financing in emerging markets. Mr. Benos joined the Energean

Group in 2011 from Standard Chartered Bank, where he was a director in the Oil and Gas team in London

delivering a number of award-winning projects and acquisition finance deals in Africa, Asia and the Middle

East. Before that he worked for ConocoPhillips from 2002 to 2006, where he held positions in European

Treasury, North Sea Economics and International Downstream with a focus on the North Sea, Central

Europe and the Middle East. He commenced his career at Royal Bank of Scotland. He is also a Chartered

Accountant (ICAS) and holds an MSc in Shipping, Trade and Finance from Cass Business School.

Independent:

•

N/A

Committee membership:

•

N/A

Current external appointments:

•

N/A

Andrew Bartlett

Independent Non-Executive Director

Mr. Bartlett was appointed as an Independent Non-Executive Director in August 2017. Mr. Bartlett has

over 30 years’ experience in the upstream oil and gas industry and currently serves as a Non-Executive

Director for Africa Oil Corporation and Prime Oil & Gas B.V. and as Energy Adviser to Helios Investment

Partners LLP (a private equity partnership focused on Africa). Before his current directorships, Mr. Bartlett

served as the chair and Non-Executive Director of Azonto Energy from 2013 to 2015 and Eland Oil & Gas

from 2012 to 2013. He was also previously the Global Head of Oil & Gas M&A and Project Finance for

Standard Chartered Bank between 2004 and 2011. Prior to this, he worked on the Trading and Derivatives

desk of Standard Bank in South Africa. Before joining the investment banking industry, Mr. Bartlett worked

for Shell plc between 1981 and 2001, as a petroleum engineer and development manager, where he

gained extensive experience in the upstream operations of oil and gas fields and latterly as a founding VP

of Shell Capital. He holds an MSc in Petroleum Engineering from Imperial College London.

Independent:

•

Yes

Committee membership:

•

Audit & Risk– Chair

•

Nomination & Governance – Member

Current external appointments:

•

Africa Oil Corporation – Non-Executive Director, Head of Audit Committee

•

Prime Oil and Gas B.V. – Non-Executive Director, Head of Audit Committee

•

Adviser to Helios Investment Partners LLP

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CORPORATE GOVERNANCE

Efstathios (Stathis) Topouzoglou

Non-Executive Director

Mr. Topouzoglou was appointed as a Non-Executive Director in May 2017. Mr. Topouzoglou is a founding

shareholder of the Energean Group and co-founder of Prime Marine Corporation (“

Prime

”), serving

as Prime’s chief executive officer and managing director. Prime, a leading worldwide product tanker

company, is a major global provider of seaborne transportation for refined petroleum products, LPG and

ammonia. Mr. Topouzoglou has more than 39 years of experience in founding and growing companies

in the energy transportation sector and holds a B.A. in Business Administration and Economics from the

University of Athens, Greece.

Independent:

•

No

Committee membership:

•

Nomination & Governance – Member

•

Environment, Safety & Social Responsibility – Member

Current external appointments:

•

Chief Executive Officer and Managing Director of Prime Marine Corporation

Amy Lashinsky

Independent Non-Executive Director

Ms. Lashinsky was appointed as an Independent Non-Executive Director in November 2019. Ms.

Lashinsky is the Co-Founder and Chief Executive of Alaco, an international risk management and business

intelligence consultancy. Most active in the emerging and frontier markets, she has over three decades’

experience advising multinationals, financial institutions and investors on matters such as reputational

risk and ESG criteria, delivering intelligence reports to support transactions around the world. She also

works with global law firms and their clients on various contentious matters, from strategic litigation

support to asset tracing and judgement enforcement brought about through arbitration or litigation. Ms.

Lashinsky trained as a securities analyst on Wall Street before joining Kroll in New York in 1985. She

moved to London in 1988 to help establish Kroll’s first overseas office, where she became Managing

Director of its business intelligence unit. In 1995, Ms. Lashinsky set up Asmara Limited, which was sold

to NYSE-listed Armor Holdings in 1998, before co-founding Alaco in 2002. Ms Lashinsky graduated from

the University of Michigan with a B.A. in Political Science. In addition to her duties at Energean, she is a

Trustee of the Rathbones Folio Prize for Literature.

Independent:

•

Yes

Committee membership:

•

Audit & Risk– Member

•

Remuneration & Talent – Member

Current external appointments:

•

Alaco Limited – Chief Executive Officer

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CORPORATE GOVERNANCE

Kimberley Wood

Independent Non-Executive Director

Ms. Wood was appointed as an Independent Non-Executive Director of Energean plc in July 2020. She is an

upstream energy lawyer based in London with over 20 years’ experience and is a former partner of Vinson

and Elkins LLP (2011-2015) and Norton Rose Fulbright LLP (2015-2018), where she is currently a senior

consultant. She has extensive experience in the oil & gas sector, as well as in the boardroom. Throughout

her career, she has advised a wide range of companies in the sector, from small independents through

to super-majors. Ms. Wood is included in the Who’s Who Legal: Energy for 2022 and Women in Business

Law for 2022. She holds an LLB from the University of Edinburgh and an LLM in Public International Law

from University College London; and she is admitted as a solicitor in England & Wales.

Ms. Wood is a Director of Gulf Keystone Petroleum Ltd, a company listed on the main market of the London

Stock Exchange, where she chairs the Remuneration & Talent Committee. She is also a Director of Africa

Oil Corp, a company listed on the Toronto Stock Exchange and the NASDAQ Nordic Exchange, chairing

the Corporate Governance and Nomination Committee and finally is a Director of Valeura Energy Inc., a

company listed on the Toronto Stock Exchange, chairing its Governance and Compensation Committee.

Independent:

•

Yes

Committee membership:

•

Remuneration & Talent – Chair

•

Audit & Risk – Member

•

Nomination & Governance – Member

Current external appointments:

•

Gulf Keystone Petroleum Ltd – Independent Non-Executive Director

•

Africa Oil Corp – Independent Non-Executive Director

•

Valeura Energy Inc – Independent Non-Executive Director

Andreas Persianis

Independent Non-Executive Director

Mr. Persianis was appointed as an Independent Non-Executive Director in July 2020. Mr. Persianis is

an experienced Non-Executive Director with over 30 years’ international financial markets experience in

central banking, asset management and Corporate Strategy. He is currently the Managing Director of

Fiduserve Asset Management in Cyprus, a regulated Alternative Investment Fund Management company

that sets up and manages private funds for a diverse range of private and institutional clients. Before

that he was Founder and Managing Director of Centaur Financial Services, a discretionary portfolio

management company with presence in the UK and Cyprus. He has served as a Non-Executive Director

at Central Bank of Cyprus (2014-2019) and on the Bank of Cyprus Board in 2013. He is currently serving

as an Independent Non-Executive Director on the board of Hellenic Bank. He has also worked as a Senior

Manager at Bain & Company (London), one of the world’s largest strategy consulting firm. He holds an

Electrical Engineering undergraduate degree from the University of Cambridge and a Master’s in Business

Administration (MBA, Major in Finance & Investment Banking) from the Wharton Business School.

Independent:

•

Yes

Committee membership:

•

Audit & Risk – Member

•

Environment, Safety & Social Responsibility – Member

Current external appointments:

•

Hellenic Bank PLC– Independent Non-Executive Director

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CORPORATE GOVERNANCE

Roy Franklin

Senior Independent Non-Executive Director

Mr. Roy Franklin was appointed Non-Executive Director in October 2021. Mr. Franklin has over 45 years

of experience as a senior executive in the oil and gas industry. He began his career at BP where he

spent 18 years, and served as head of M&A at BP Exploration as his latest position. After leaving BP,

Mr. Franklin acted as managing director of Clyde Petroleum, and then as CEO of Paladin Resources until

its acquisition by Talisman Energy in 2005. Mr. Franklin has extensive experience as a Non-Executive

Director. He sat on the boards of Amec Foster Wheeler plc (2016-2017), Keller Group plc (2007-2016),

Equinor A/S (2015-2019), Premier Oil PLC (2017-2021) and Santos Limited (2006-2017). Mr. Franklin also

acted as a member of the Advisory Board of Kerogen Capital LLC until September 30, 2021. Mr. Franklin

currently acts as Chair of the international energy services group, John Wood Group PLC, as well as a

Non-Executive Director of Kosmos Energy. Mr. Franklin holds a Bachelor of Science in Geology from the

University of Southampton, and in 2004 was awarded an OBE in recognition of his services to the Oil &

Gas industry.

Independent:

•

Yes

Committee membership:

•

Environment, Safety & Social Responsibility – Chair

•

Nomination & Governance – Member

Current external appointments:

•

John Wood Group PLC – Non-Executive Chair

•

Kosmos Energy – Non-Executive Director

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CORPORATE GOVERNANCE

#### Corporate Governance Statement

Good corporate governance is essential to creating trust and engagement between us and our

stakeholders, as well as contributing to the long-term success of our strategy. The Board is committed

to the highest standards of corporate governance in accordance with the 2018 Corporate Governance

Code (the “

Code

”), which the Company is pleased to confirm it has complied with. The Code is available

at

www.frc.org.uk

. In this report, we describe our corporate governance arrangements and explain how

the Group applies the principles of the Code.

•

Board Leadership and Company Purpose is set out on pages

10

1-102

•

Division of responsibilities is set out on pages

10

2-103

•

Composition, Succession and Evaluation is set out on page

10

3

•

Audit, Risk & Internal Control is set out on page

s 10

3-104

•

Remuneration is set out on page104

We also set out our governance structures to consider the impact our business has on climate change

in line with the recommendations of the Task Force on Climate-related Financial Disclosures (“

TFCD

”).

Company Purpose, Vision and Values

The Company’s purpose, vision and values are communicated to employees through regular engagement

such as team and townhall meetings, messages from the CEO, and through our intranet where group

policies and resources can be accessed. Further details on how the Company engages with both its

workforce and with the communities in which it operates are set out on in the s172 Statement on

page

10

6-109.

Purpose

To create long-term value for all our stakeholders and help deliver the energy transition through a focus

on natural gas.

Our Vision

To be the leading sustainable, gas focused and innovative independent E&P company in the Eastern

Mediterranean.

Our Values

Energean seeks to fulfil its vision by adhering to the following values:

•

Responsibility in all our actions and areas where we conduct our business;

•

Excellence in everything we do; deploying best practices to achieve profitable and sustainable

growth;

•

Integrity; respecting our shareholders, employees and business; promoting transparency and

accountability; cultivating a unique corporate sustainability culture;

•

Commitment to a talented workforce; investing in our people’s development;

•

Caring for the environment; reducing our environmental footprint; and

•

Engagement with local communities; meeting their expectations and needs.

Our Principles

Our values are underscored by our Corporate Principles, which are as follows:

•

Being ethical and responsible;

•

Being transparent and accountable;

•

Creating an attractive workplace and being an employer of choice;

•

Mitigating environmental impacts and minimising our footprint; and

•

Supporting local communities.

We believe that putting our values into practice and abiding by our principles will help us create long-term

benefits for shareholders, customers, employees, suppliers, and the communities we serve.

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CORPORATE GOVERNANCE

Board and Committee Attendance

Type and number of meetings held during the year:

Director

Board

(8)

Audit & Risk

(5)

Remuneration

& Talent

(6)

Nomination &

Governance

(4)

Environment,

Safety & Social

Responsibility

(3)

Karen Simon

49

8

–

6

4

2

Mathios Rigas

8

–

–

–

–

Panos Benos

8

–

–

–

–

Andrew Bartlett

50

8

5

4

2

–

Robert Peck

51

2

–

0

1

1

Efstathios

Topouzoglou

8

–

–

3

3

Amy Lashinsky

52

7

5

2

–

1

Kimberley Wood

8

5

6

4

–

Andreas Persianis

8

5

–

–

3

Roy Franklin

53

8

–

1

4

3

The Board has a formal schedule of matters that can only be decided by the Board, and this schedule was

reviewed and updated by the Board during 2022.

The key matters considered by the Board in 2022 were:

HSE performance

Approving the Group 2023 budget

Payment of the Company’s inaugural interim

dividends

Group strategy in light of the increased focus on

ESG matters

Strategic decisions on capital expenditure

Karish project having been brought onstream and

ﬁrst gas achieved

The composition of committees

Board composition

Deep dive into the decommissioning process

from a technical and ﬁnancial perspective

Review of risk register and a deep dive into risk

management including the introduction of a new

Enterprise Risk Management (“

ERM

”) system

Deep dive into operational insurance covers

Appointment of new Senior Independent

Non-Executive Director

Material contracts

Reviewing and approving the ﬁnancial statements

for the 2021 year-end and 2022 half year

Financial reporting and controls

Compliance with statutory and regulatory

obligations

Material litigation

Signiﬁcant transactions

Internal controls and risk management

Delegations of authority

Executive remuneration

Growth drilling programme in Israel

49

Karen Simon joined the ESSR Committee with effect from 20 July 2022. The number of possible ESSR Committee meetings

Karen Simon could have attended was 2.

50

Andrew Bartlett left the Remuneration & Talent Committee and joined the Nomination & Governance Committee with effect

from 20 July 2022. The number of possible Remuneration & Talent Committee meetings Andrew Bartlett could have attended

was 4 and the number of possible Nomination & Governance Committee meetings was 2.

51

Robert Peck retired from the Board at the conclusion of the 2022 AGM held on 26 May 2022. The number of possible Board

meetings Robert Peck could have attended was 2, the number of Remuneration & Talent Committee meetings was 3, the

number of Nomination & Governance Committee meetings was 1 and the number of ESSR Committee meetings was 1.

52

Amy Lashinsky left the ESSR Committee and joined the Remuneration & Talent Committee with effect from 20 July 2022.

The number of possible ESSR Committee meetings Amy Lashinsky could have attended was 1 and the number of possible

Remuneration & Talent Committee meetings was 2.

53

Roy Franklin joined the Remuneration & Talent Committee with effect from 20 July 2022. The number of possible Remuneration

& Talent Committee meetings Roy Franklin could have attended was 2.

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CORPORATE GOVERNANCE

Share premium reduction

Reviewing of Greek and Italian assets and capital

allocation

Receiving updates on the Group’s activities in

carbon capture

Monitoring of progress against environmental

commitments

Board approved a Diversity, Equity and Inclusion

policy for the Group.

Benchmarking of Diversity, Equity and Inclusivity

performance.

Board leadership and Company’s purpose

The Board’s primary role is to promote the long-term sustainable success of the Company and to ensure

that value is being generated for shareholders as well as contributing to wider society. This is carried out

through detailed reviews by the Board of the Company’s investment plans, funding plans, and corporate

social responsibility strategy. Details of the Company’s Corporate Social Responsibility commitments and

actions are found on pages

4

5-52. Details of the Company’s engagement with stakeholders is detailed

in the section 172 (1) statement on pages

10

6-109. As required by the Code, the Board is required to

consider and assess the risks the business faces, and is assisted in this process by the Audit & Risk

Committee. The Group’s principal risks and uncertainties, which provide a framework for the Audit & Risk

Committee’s focus, are discussed on pages

7

4-93. The Environmental, Safety & Social Responsibility

(“

ESSR

”) Committee ensures that a key pillar of the Company’s strategy (sustainability and the commitment

to net-zero by 2050) is monitored and assessed in a single forum that then reports on its activities to

the Board. For details on the ESSR Committee’s activities see pages

116-117. The sustainability of the

Company’s business is considered further on pages

1

5-19 of the Strategic Report.

As part of the Company’s contribution to wider society, the Board was again pleased to see the progress

that the Company has made during 2022 in furtherance of its commitment to the UN’s Global Compact

campaign and pledge to net-zero emissions by 2050. 2022 also saw the Company’s Carbon Disclosure

Project (“

CDP

”) rating increased to A- (from B) outperforming the global average for E&Ps of C. Furthermore,

the Remuneration & Talent Committee again included targets to reduce emissions in the short-term and

long-term bonus plans. This now means that the majority of the incentive plans in the Company have

targets relating to reducing emissions. Furthermore this demonstrates the Company’s commitment to

creating value through sustainable development, taking into account the environmental aspects of its

business. Further details of activity in relation to protecting and minimizing impact on the environment

can be found on pages

1

7-19.

Energean has grown from a company that was producing 3,000 barrels of oil equivalent per day (boe/d) in

2019 to a company that produces now, following first gas in Karish, average working interest production

of approximately 41.2

kboepd in 2022 having also significantly increased its reserves during the year.

Karish will be the key driver of the step up to 200,000 boe/d. The Company operates in seven countries

in the East Med and North Sea and has made significant progress in reducing the carbon intensity of its

operations (when measured against the Kilograms of CO2 produced per boe). The Company is also proud

of its health and safety record, further details of which can be found at page

6

0.

In May 2022, Amy Lashinsky was appointed by the Board as the workforce Board representative.

Employees can confidentially email Amy Lashinsky to raise any issues, to the extent appropriate.

In

addition, employees can raise concerns through the confidential whistleblowing procedure via either

the whistle-blowing officer or the Chief Executive Officer, and, when not happy with the way in which their

concern has been handled, they may contact the chair of the Audit & Risk Committee or our external

auditors. The Board receives monthly updates from the Group HR Director on staff-related matters and

has a direct line of communication if required. The Company is committed to investing in its workforce

and employees are able to submit requests for training to enable them to pursue professional training in

their respective areas which is funded by the Company. Employees are also able to benefit from study

leave to give them adequate time to study for these qualifications. The Company has also rolled out

e-learning modules for employees to further develop their knowledge in key corporate matters such as

anti-bribery and corruption. Eligible employees also benefit from pensions contributions at rates that,

under the remuneration policy, are used as the basis to align Executive Directors pension contribution

rates to the wider workforce. Eligible employees are also able to benefit from two share plans the Deferred

Bonus Plan and the Long Term Incentive Plan. Further details on employee related matters are found on

pages

5

2-56. The Board also monitors the Company culture and includes culture related metrics in the

Company’s annual bonus plan. During 2022 these metrics included the benchmarking of Diversity, Equity

and Inclusivity performance against the Centre of Global Inclusion benchmark tool and the approval of

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a Diversity, Equity and Inclusion policy. Goals relating to culture are also included in the 2023 bonus

scorecard and the Board and the Remuneration & Talent Committee will continue to monitor and track

progress against these objectives.

Each year the Company welcomes shareholders to its Annual General Meeting (“

AGM

”), which provides a

unique opportunity to ask questions to the Board. The results of the voting on each resolution proposed

to the meeting are published via the Regulatory News Service and through the Tel Aviv Stock Exchange

news service.

The Board and Remuneration & Talent Committee continue to engage with shareholders on issues related

to remuneration most recently by way of a letter to shareholders sent in

March 2023. More information on

this matter is set out on page

12

5.

Division of responsibilities

The Board currently comprises:

•

The Chair (who was independent upon her appointment)

•

Two Executive Directors (Chief Executive Officer and Chief Financial Officer)

•

One Non-Executive Director (Efstathios Topouzoglou)

•

Five Independent Non-Executive Directors.

The independence of Mr. Topouzoglou was tested against the criteria set out in Provision 10 of the

Code. Whilst he is considered to be independent in character and judgement, he is not deemed to be

independent by reference to the criteria set out in the Code, as a result of being a significant shareholder,

owning approximately 9.47% of the shares of the Company (as an individual and through his indirect

holdings in both Oilco Investments Limited and HIL Hydrocarbon Investments Limited).

There is a clear division of responsibilities of the Chair, the Executive Directors and the Non-Executive

Directors. The roles of Chair and Chief Executive Officer are separate, and the responsibilities clearly

defined. It is the Chair’s responsibility to provide leadership of the Board and set the Board agenda as

well as to ensure that the Board is provided with accurate, timely and clear information in relation to the

Group and its business. The Chief Executive Officer is responsible for setting the overall objectives and

strategic direction of the Group as well as having day-to-day executive responsibility for the running of the

Company’s business. The Chief Executive Officer is supported by the Executive Committee which meets

fortnightly and comprises of country managers and functional heads. The Chair and Chief Executive

Officer share responsibility for the representation of the Company to third parties.

As detailed on page

10

0, the Board met eight times throughout the year, which is deemed to be sufficient,

given the size and complexity of the Company’s operations.

The Chair leads the Board and is responsible for its overall effectiveness in directing the Company.

The

Chair is committed to promoting a culture of openness and debate. The Board provides rigorous

challenge to management and such challenge is supported and facilitated by the Chair. The Directors

have strong experience in the sector in which the Company operates (and seeks to operate) and have

a broad range of business, commercial and governmental experience. The Board is supported by the

Company Secretary who is also Secretary to all the Board Committees. This ensures effective information

flow between the Board and its Committees. Each Committee reports to the Board at the next Board

meeting following its own meeting, so that the Board is kept up to date on key matters being dealt with.

The Board benefits from the use of an electronic Board portal system to assist with the timely production

of Board papers and reviewing key Company policies throughout the year. The Board has unfettered

access to senior executives at the Company and is fully supported by the Company Secretarial team.

Every month, whether or not a Board meeting is scheduled, the Board receives a comprehensive report

from management on the business’s performance, which keeps the Non-Executive Directors up-to-date

on all the key issues; and Board members are able to ask management questions on any matter.

Each Board appointment is for an unlimited term, subject to being re-elected as a Director at each AGM.

A

Non-Executive Director or the Company may terminate the appointment at any time upon three months’

written notice. These appointments are subject to the provisions of the Articles of Association, the Code,

the Companies Act and related legislations. The role of the Senior Independent Non-Executive Director,

Roy Franklin, is to provide a sounding board for the Chair and to serve as an intermediary for the other

Directors when necessary. The Senior Independent Non-Executive Director is available to shareholders if

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they have concerns which contact through the normal channels of Chair, Chief Executive Officer or Chief

Financial Officer has failed to resolve, or for which such contact is inappropriate.

Composition, succession and evaluation

During the year, the Nomination & Governance Committee oversaw the retirement of Robert Peck,

an Independent Non-Executive Director, from the Board and, following Andrew Bartlett’s decision to

step-down as the Senior Independent Non-Executive Director, the appointment of Roy Franklin as his

replacement. The Nomination & Governance Committee keeps the succession plans for Directors and

senior management continuously under review, including by reference to the present composition of the

Board and each member’s skills and individual performance. More information on this matter is set out

on page

s 1

18-122.

Following Robert Peck’s retirement, the Nomination & Governance Committee reviewed the composition

of the Board committees and recommended the following changes to the Board which were approved

with effect from 20

July 2022:

•

Andrew Bartlett joined the Nomination & Governance Committee and left the Remuneration &

Talent Committee;

•

Amy Lashinsky joined the Remuneration & Talent Committee and left the ESSR Committee;

•

Roy Franklin joined the Remuneration & Talent Committee; and

•

Karen Simon joined the ESSR Committee.

Details of these Board and Committee changes can be found in the Nomination & Governance Committee

report on page

12

0.

In the second half of the year, as required by the Code, the Chair, the Board, its committees and the

individual directors were subject to an internally facilitated annual evaluation of their performance, further

details of which are contained in the Nomination & Governance Committee report on pages

1

18-122. The

results were reviewed by the Committee and discussed with the Board. Both the Nomination & Governance

Committee and the Board were satisfied that each Director continues to contribute effectively.

The Board is satisfied that the Directors have the right combination of skills, experience and knowledge to

assist the Company in achieving its long-term goals.

As the Board was formally constituted just prior to the Company’s listing on the London Stock Exchange

in March 2018, no Independent Non-Executive Director had served more than five years by the end of

2022.

During 2023, the Chair, the Board, its committees and individual directors will be subject to an externally

facilitated review as required by the Code. The results of that externally facilitated review will be reported

on in the 2023 Annual Report & Accounts as well as details on the plans for the Board to continually

monitor performance against those results.

During 2022, upon the Nomination & Governance Committee’s recommendation, the Board approved a

Diversity, Equity and Inclusion policy for the Group recognising that a truly diverse, equitable and inclusive

culture is crucial to attracting, developing and retaining talent. The Board also appointed the Group HR

Director to act as the Group’s DEI Leader.

Audit, risk and internal control

The Board established the Audit & Risk Committee upon admission to the London Stock Exchange, which,

during 2022, comprised Andrew Bartlett, Amy Lashinsky, Andreas Persianis and Kimberley Wood, all of

whom are Independent Non-Executive Directors. The Board is satisfied that Andrew Bartlett has recent

and relevant experience and that the Committee as a whole has competence relevant to the sector in

which the Company operates. The main roles and responsibilities of the Committee are set out in its

terms of reference, which are available to download at

www.energean.com

or available upon request

from the Company Secretary.

As part of its responsibilities, the Committee has formal and transparent policies in place to ensure the

independence and effectiveness of the internal and external audit functions and satisfy itself on the

integrity of the Company’s financial and narrative statements. The Audit & Risk Committee reviews and

monitors the internal control framework and ensures that a robust assessment of the Group’s principal

risks has been undertaken. In 2022 this saw the introduction of a new Enterprise Risk Management

(“

ERM

”) system, as further described on page

7

4. Further information about the Committee’s roles,

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CORPORATE GOVERNANCE

responsibilities and activity is detailed on page

s 11

0-115 and further details on the Risk Management

process is found on pages

7

4-93.

This Annual Report includes a number of disclosures that set out the Company’s position and prospects.

The Statement of Directors’ Responsibilities confirms that the Directors believe those disclosures and the

Annual Report and Accounts, taken as a whole to be fair, balanced and understandable and the auditor,

Ernst & Young LLP, has given its opinion that the financial statements give a true and fair view of the

Group’s affairs.

Remuneration

The Board established the Remuneration & Talent Committee as part of the admission process in March

2018. During 2022 the Committee members were Kimberley Wood and Karen Simon with Roy Franklin

and Amy Lashinsky joining the Remuneration & Talent Committee with effect from 20 July 2022. Robert

Peck, having retired from the Board following the conclusion of the 2022 AGM held on 26 May 2022, left

the Committee as did Andrew Bartlett with effect from 20 July 2022. Kimberley Wood, Roy Franklin and

Amy Lashinsky are Independent Non-Executive Directors and Karen was considered independent upon

her appointment as the Company’s Chair. Amy Lashinsky is also the Board’s workforce representative

and ensures that the views of the workforce are taken into consideration in Board decision making.

The Committee has delegated responsibility for determining policy for Executive Director remuneration and

setting the remuneration for the Chair, Executive Directors and senior management. In addition, it reviews

workforce remuneration and related policies and the alignment of incentives and rewards with culture,

taking these into account when setting the policy for Executive Director remuneration. The Company has

in place a long-term incentive plan (“

LTIP

”) for the Executive Directors and senior management, which is

designed to promote the long-term success of the Company by assessing performance over three years

and is linked to absolute and relative share price performance against a peer group of other companies,

as well as emission reductions.

Furthermore, the Company has in place an annual bonus scheme which incentivises management to

progress with key projects as well as measures related to financial liquidity and ESG. It requires Executive

Directors to defer one third of the bonus into shares to be held in trust for two years. This further aligns

the Executive Directors with the long-term interests of the shareholders.

The members of the Remuneration & Talent Committee are required to exercise independent judgement

and discretion when authorising remuneration outcomes, with regard to Company and individual

performance and wider circumstances. No Director is involved in deciding their own outcome; and when

discussing fees for the Chair, Karen Simon recuses herself from these discussions. Further details of the

role and activities of the Remuneration & Talent Committee and the Remuneration Policy are found on

pages

1

31-147 of this report.

Climate change

Board oversight

Energean sees climate change as a major global concern and a top priority for our business. This is

reflected in our strategy, and we apply all our governance processes to climate change-related issues.

Responsibility for the governance of climate change issues within Energean rests with the Board. To

reflect the increasing importance of climate change-related risks and opportunities, the ESSR Committee

has taken over responsibility for climate change matters on behalf of the Board. The Board is also charged

with reviewing investments for climate-related risks (among other risks).

The ESSR Committee evaluates Energean’s policies and systems for identifying and managing

sustainability related risks, which includes identification of emerging risks, such as climate change risks,

and proposes mitigation measures. The Committee further ensures Energean’s compliance with relevant

regulatory requirements and/or applicable international standards and guidelines. The Committee follows

political and regulatory discussions and developments on an international, EU-wide and national level on a

variety of ESG issues, including energy, climate and environment, and industrial trends, etc.

The ESSR Committee convenes three times a year and reviews the Board papers on Energean’s carbon

emissions performance and KPIs where possible when the Committee meets before a Board meeting.

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CORPORATE GOVERNANCE

In addition, the Audit & Risk Committee looks at climate change-related issues, to ensure the identification

of multi-disciplinary risks (including climate change-related risks), which may impact more than one part

of the Company. This Committee is responsible for ensuring that measures to mitigate and adapt to the

risks identified are effective and implemented as necessary.

The Remuneration & Talent Committee has responsibility for the annual directors’ bonus targets, long

term incentive plans, and the overall Remuneration Policy. Both the annual directors’ bonus targets and

the long-term incentive plans link executive bonuses to the achievement of emission reduction targets.

Management oversight

The Board sets the Company’s values and standards, including the Group’s long-term objectives and

commercial strategy, and ensures that its obligations to its shareholders and others are understood and

met. Day to day responsibility and accountability for the Company’s environmental and climate change

policy, strategy and targets related to short, medium and long-term plans lies with the CEO.

The CEO is responsible for identifying and assessing business and climate-related risks, defining the

strategy and approving action plans suitable to control and mitigate the identified risks. Furthermore,

the CEO oversees the Company’s overall environmental performance and sets climate performance

expectations and targets. The CEO discusses all relevant actions and activities related to climate change

and the energy transition with the Board. The CEO and the Board regularly discuss climate change-related

issues, such as climate change policies, investment decisions where climate change considerations are a

major driver, and the carbon credit price’s impact on Energean’s future financial performance.

The operational management of climate change issues is conducted by the HSE Director, who reports

directly to the CEO and provides updates to the Board on a regular basis. The HSE Director maintains and

oversees the development of Energean’s Corporate HSE and Climate Change Policy, defines appropriate

training programmes and drills for the entire Company to increase safety, environmental and climate

change awareness, and monitors technological developments and opportunities to help achieve defined,

appropriate climate change targets. The HSE Director is tasked with ensuring that the Company stays on

track to meet its net-zero 2050 target. The HSE Director oversees the monitoring of Energean’s carbon

emissions throughout all assets and defines the carbon emission factors that Energean’s financial team

uses to understand the financial impact of climate change on Energean’s portfolio. Furthermore, the HSE

Director assesses the climate risks and opportunities in cooperation with Energean’s financial, economic

and technical departments.

Board expertise

To ensure Energean’s Board remain up to date on the most pertinent climate change developments

and to further enhance their knowledge and skills in relation to climate change issues, Energean invites

leading industry and climate change experts to Board and Committee meetings on a regular basis. The

HSE Director proactively interacts with Board members to provide necessary information and further

insights on specific climate change-related issues affecting the Company.

Board expertise

– Chaired by

CEO, HSE Director also a member.

Meets fortnightly, the HSE Director

on climate change issues.

Environment, Safety & Social

Responsibility (“ESSR”)

chaired by Roy Franklin (Senior

Independent Non -

Director),

Board (

),

CEO and HSE Director.

a year and receives reports from

the HSE Director on climate issues.

The Board meets every 2 months

with ad-

and monthly calls in months where

. The

Board receives regular reports

. Roy

Franklin provides updates on ESSR

.

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#### Section 172 (1) Companies Act 2006 Statement

The Directors confirm that, throughout the year, they have acted in a way they consider, in good faith, would

be most likely to promote the success of the Company, as required by section 172 of the Companies Act

2006.

This section further requires the Directors to have regard to a range of factors when making decisions,

including the likely long-term consequences of any decision, the interests of the Company’s employees,

the need to foster the Company’s business relationships with suppliers and others, the impact of the

Company’s operations on the environment, maintaining a reputation for high standards of business

conduct, and the need to act fairly between members of the Company. The Company’s key stakeholders

are its employees, local communities, governments in the countries in which the Company operates,

customers, and shareholders. The specific engagement with stakeholders on a day-to-day level is

delegated to the executive management team with the Board being kept up to date with the results of

this engagement and future plans. The Executive Directors routinely meet with shareholders to discuss

the strategic direction of the Company and the feedback from these meetings is shared with the other

Directors. Details of the Board’s engagement with the workforce is found on page

10

6 of this report and

details of the Board’s and Company’s engagement with local communities is found on page

s 10

6-108 of

this report.

Throughout the year the Board placed a high importance on stakeholder considerations and considered

these at the centre of its decision-making process.

Long term impact of decisions

Energean has a clear ambition to be the leading Mediterranean focused gas producer and is committed

to sustainability and being a net-zero emitter by 2050. Strategic decisions are taken at the Board with

this ambition at the forefront and as such requiring the Board to consider the long-term impact of any

decisions, especially in relation to reviewing the investment decisions in the Group’s portfolio of assets.

Examples of this decision making in action include the taking the final investment decision on the Israel

growth projects and the proposed development of a carbon capture and storage project at the Prinos

acreage in Greece. For the Israel growth projects the Directors considered the Company’s wider growth

plans and future ability to pay a dividend as well as enabling Israel to use gas as a transition fuel to

move away from coal. For the carbon capture and storage project the Board considered the vital role

that carbon capture and storage could play in the Company’s sustainability plans and vital role the facility

could play in the region.

Engagement with:

Workforce

As required by the UK Corporate Governance Code, Amy Lashinsky, an Independent Non-Executive

Director, was appointed by the Board in 2022 to be the “employee voice” in the boardroom replacing

Robert Peck who retired from the Board on 26 May 2022. Amy Lashinsky met informally with mid-level

managers and staff in Milan at the October Enterprise Risk Management workshop. During 2022, Amy

Lashinsky also joined the Remuneration & Talent Committee where she participates in discussions related

to the Company’s work force.

As part of the 2022 bonus KPIs, the Executive Directors were set objectives relating to conduct and culture.

The Executive Directors were awarded a 100% pay-out on this metric following the successful completion

of the Diversity, Equity and Inclusion (“

DEI

”) benchmarking using the Centre of Global Inclusion benchmark

tool and the approval of a DEI policy.

Local communities

Energean is very active in the communities in which it operates (further information on this can be found

on pages

4

6-52), and the Directors are cognisant of their responsibilities to “give something back” by

means that are appropriate to the particular communities. The Board receives information on such

activities being carried out by the Company in monthly reports and at Board meetings. The activities

are tied to the Company’s commitment to the fulfilment of the 17 UN Sustainable Development Goals.

Examples include:

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CORPORATE GOVERNANCE

•

In Greece, we purchased and donated school supplies, classroom equipment, and stationery to 3

social institutions, 2 community centers and 1 kindergarten, supporting over 400 students and their

families in need in Kavala and the Island of Thassos, Greece.

•

In Israel, for the fourth year we continued to support “Etgarim”, an NGO dedicated to the

empowerment and social integration of people with disabilities through outdoor sports and, for

a second year in a row, Energean colleagues ran 5 and 8 kilometers in Etgarim’s “Spring Run”

delivering a message of inclusivity.

•

In Italy, in collaboration with “Caritas” (a Catholic organisation for charity), we donated school

supplies and stationery, helping a Charity Centre and families in need and their children in Chieti

Province, Sicily and Milan, Italy.

•

In Montenegro, Energean teamed up with the Greek Embassy and donated valuable food packages

to the donation campaign of the NGO “Women of Bar”.

•

In Egypt, we partnered with the broader Egyptian Petroleum Sector to provide support and new

houses to the victims of the terrible flood at Khor Awada village.

•

In Egypt, Energean’s Egyptian Abu Qir Petroleum (“

AQP

”) joint venture (JV) partners received their

first certificate for waste segregation and paper recycling in Egypt. AQP became the first Oil & Gas

JV in Egypt to entirely (100%) recycle its paper, cartons and plastic waste from all its offices and

operational sites (onshore and offshore). Energean’s Cairo branch has followed the same approach

of waste segregation and recycling, by cooperating with “Go Clean”, a recycling solutions company.

On 5 June 2022 (World Environment Day), Energean organised the following activities, focused on positive

sustainability actions and increased environmental awareness, aligning with the UN’s 2022 theme of

“Only One Earth”:

•

In Kavala, Greece we donated waste disposal bins to the village of Nea Peramos and organised and

performed a beach clean-up at Richo Beach, in collaboration with the Municipality of Paggaion, in

the villages of Nea Peramos & Nea Iraklitsa;

•

In Montenegro we donated concrete waste disposal bins to the Maljevik and Sutmore sea-side

promenades, in cooperation with the Municipality of Bar;

•

In Egypt we performed a beach clean-up in the village of Al Maadeyah, in cooperation with AQP

and “GoClean”, we distributed LED lamps to underprivileged families in cooperation with AQP,

we distributed recycling bins to schools and the Al Maadeyah beach club, and we hosted an

environmental awareness session titled “Preserve the Environment by Recycling”, encouraging our

employees to form sustainable habits and raise awareness for the next generation;

•

In Haifa, Israel we granted 2 Master’s degrees Clean Energy scholarships to students at the Technion

(the Israel Institute of Technology), to reward excellence and promote academic research on clean

energy.

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During 2022, Energean collaborated with:

Globally:

United Nations Global Compact & United National Global Working Group Participation

In Greece:

Management body of the Nestos River Delta, Lakes Vistonida-Ismarida and Thassos Island

The Regional Unit of Kavala

The Holy Diocese of Philippi, Neapolis and Thassos – Northeastern Greece

Democritus University of Thrace (DUTH), Department of Environmental Engineering

Athletic Club of Kavala – Department of Wheelchair Basketball”

The Health Center of Prinos

The Prefectural Association of People with Disabilities of Kavala

OKAK (Kavala’s Track and Field Athletic Club)

MDA Hellas (the Muscular Dystrophy Association of Greece), a non-proﬁt organisation that supports

people that suffer with neuromuscular diseases

In Israel:

Maala, a non-proﬁt, CSR standards-setting organisation in Israel, which has set a dedicated CSR index

on Tel Aviv Stock Exchange. Maala’s CSR Index is an ESG rating system used as an assessment tool,

benchmarking Israeli companies on their CSR performance. Energean was rated at Platinum Level, for

the ﬁrst time, at the 2022 Maala ESG Index.

“Yeladim – Fair Chance for Children”, an NGO which takes care of children that were removed from

their homes and live in boarding schools

Rahaf Sailing and Surﬁng Club, a Club that supports young sailors from low-income communities

Etgarim, an NGO dedicated to the empowerment and social integration of people with disabilities

through outdoor sports – Haifa

The Nature and Parks Authority

The University of Haifa and the Technion

In Montenegro:

The Municipality of Bar – City of Bar

The Greek Embassy – Podgorica, Montenegro

In Italy:

“Caritas Diocesana”, a Catholic organisation for charity – Chieti Province

The Italian Naval League

“IdeaVita”, an organisation with the aim of designing and implementing independent life paths to

people with disabilities, afﬁrming and guaranteeing their right to a full and independent life over time

“Aretusa” Handball Team

Order of Journalists of Molise

LILT, the National Association for the Research Against Cancer

Alma Mater Studiorum, University of Studies, Bologna

Assorisorse – Natural Resources and Sustainable Energy, a Conﬁndustria Association made up

of about 100 companies committed to enhancing natural resources and intellectual skills through

technological innovation and the circular economy, with the aim of decarbonising industrial processes

and achieving environmental, economic and social sustainability

In Egypt:

“Go Clean”, a recycling solutions company

The American University of Cairo

Dar Al Orman Association, an NGO that performs charity work

Egyptian Petroleum Sector

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Governments

The Company has a transparent dialogue with all host governments in countries where it operates and

seeks to operate. All these discussions are led by the Chief Executive Officer. The Company regularly

engages in industry forums in these countries to further demonstrate its commitment to working closely

with their governments.

Shareholders

Energean is committed to transparency and engaging with its shareholders, including providing all

appropriate information to the investment community. The annual report and accounts are available

from

www.energean.com/investors/reports-presentations

and, where elected or on request, will be

mailed to shareholders and to stakeholders who have an interest in the Company’s performance. The

Company responds to all requests for information from shareholders and maintains a separate Investor

Relations section within the existing

www.energean.com

website, as a focal point for all investor relations

matters. Moreover, there is regular dialogue with institutional shareholders via face-to-face meetings,

investor roadshows, RNS announcements, regular trading updates and conferences, as well as general

presentations that are published on the Company’s website. Furthermore, the Board is advised of any

material comments from institutional investors, to enable it to develop an in-depth understanding of

the views of major shareholders. All shareholders have the opportunity to put forward questions to the

Company’s AGM.

Maintaining a reputation for high standards of business conduct

It is our policy to conduct all our business in an honest and ethical manner, and comply with all applicable

anti-bribery laws, including, but not limited to all applicable local laws where Energean operates and the

U.K. Bribery Act 2010, and to accurately reflect all transactions on Energean’s books and records.

We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally,

fairly and with integrity in all our business dealings and relationships wherever we operate. We actively

monitor and manage risks from bribery or ethical misconduct, and we run an anti-corruption and anti-

bribery compliance program, actively overseen by the Board.

During the year, the Company continued to actively monitor and manage risks from bribery or ethical

misconduct and the due diligence process was extended to include assessments for compliance health

check on all our new customers to ensure that their internal policies meet the high standards that Energean

expects from its partners.

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#### Audit & Risk Committee Report

Andrew Bartlett – Chair of the Audit & Risk Committee

I am pleased to present this Audit & Risk Committee Report for the year ended 31 December 2022, which

sets out the role and work of the Committee during the year and key areas of focus for 2023. 2022 was

a busy year for the Committee as it assisted the Board with its financial reporting obligations for the

annual report, interim report, the introduction of a new Enterprise Risk Management (“

ERM

”) system and

payment of the Company’s maiden interim dividend. I would like to thank my fellow committee members

for their hard work and commitment throughout the year.

Membership of the Committee

The members of the Audit & Risk Committee during the year were myself, Andreas Persianis, Amy

Lashinsky, and Kimberley Wood.

The Board remains satisfied that the Committee has recent and relevant financial experience, and that

the Committee as a whole has sufficient experience of the oil and gas sector to meet the requirements

of the Code.

Furthermore, the Committee’s members are all Independent Non-Executive Directors, and therefore the

composition of the Committee complies with the Code. Committee members’ skills and experience are

documented on pages

9

4-98.

Any member of the Committee, the Company’s external auditor, or the Head of Internal Audit or the

Head of Compliance may request a meeting if he/she considers that one is necessary or expedient. No

meetings of this nature were requested during the financial year. The Committee met with the external

auditor on several occasions without management presence. The Chair of the Board, CFO, external audit

partner and Head of Internal Audit attend meetings by standing invitation; the Company Secretary acts as

Secretary to the Committee.

Attendance at Meetings

The Committee met five times during the year, and attendance at these meetings is set out below:

Director

Number of

meetings

entitled to

attend

Number of

meetings

attended

Andrew Bartlett

5

5

Kimberley Wood

5

5

Amy Lashinsky

5

5

Andreas Persianis

5

5

The Audit & Risk Committee’s role

Following the annual review of the Audit & Risk Committee’s Terms of Reference, updates were made to

ensure alignment with the Code and best practice guidance.

To view the Audit & Risk Committee’s terms of reference, please visit the Company’s website

www.energean.com

.

The role of the Committee is to assist the Board with discharging its responsibilities in relation to:

•

Financial reporting, including monitoring the integrity of the Group’s annual and half year financial

statements and any other formal announcements relating to the Group’s financial performance

and reviewing the Group’s accounting policies and significant financial reporting judgements;

•

Reviewing the Group’s internal financial controls;

•

Reviewing and monitoring the scope of the annual audit and the extent of the non-audit work

undertaken by the external auditors;

•

Advising on the appointment, reappointment and removal of the external auditors and reviewing

and monitoring the external auditor’s independence and objectivity;

•

Reviewing reports from the reserves auditor;

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•

Setting the programme for and reviewing the effectiveness and follow-up of internal audit,

whistleblowing and fraud systems in place within the Group. The Audit & Risk Committee

considers annually how the Group’s internal audit requirements shall be satisfied and makes

recommendations to the Board accordingly, as well as on any area it deems needs improvement

or action. The Head of Internal Audit and the Head of Compliance has a standing invitation to all

committee meetings; and

•

Assessing the effectiveness of the Group’s risk management and internal assurance processes.

The Audit & Risk Committee reviews the Group’s capability to identify and manage new types of

risk and keeps under review the Group’s overall risk assessment processes that inform the Board’s

decision making. In order to assist with achieving this, the Committee regularly liaises with the

Company’s compliance function.

The Audit & Risk Committee receives regular regulatory updates to ensure that it remains up to date with

developments in financial reporting.

Key matters considered in relation to the consolidated Financial Statements

The Audit & Risk Committee focused on a number of key judgements and reporting issues in the preparation

of the full year results and the Annual Report. In particular, the Committee considered, discussed and

where appropriate raised challenges in the areas set out below:

•

The Committee received technical reports from management and input from external specialists.

The Committee reviewed reserves and resources reports to verify completeness of information

and consistency of reserves volumes across the accounting processes.

•

The Committee considered the approach taken by the Company on the impairment indicators

and where appropriate, the approach taken to calculate the value-in-use for producing oil and gas

assets. The Committee reviewed and challenged management’s key assumptions for the oil and

gas properties, which included reserves estimates, future oil and gas prices and discount rates. The

Committee supported the view that there were no indicators of impairment at the year end of cash

generating units. The Committee reviewed the financial statement disclosures and was satisfied

they appropriately conveyed the judgements and estimates.

•

The Committee reviewed the impairment of exploration and evaluation assets under IFRS 6 and

heard from management about the rationale for impairment considering the intent to develop or

otherwise extract value from discoveries.

•

The Committee also considered the approach taken by the Company in relation to accounting for

decommissioning provisions. The Committee undertook a deep dive and heard from management

about the decommissioning process from a technical perspective, incorporating the regulatory

framework and impacts of the energy transition, and from a finance perspective, to ensure

decommissioning provisions had been accurately and consistently applied. The Committee

reviewed the accounting treatment considering assumptions related to the estimated costs

and expected timing of decommissioning liabilities. The Committee reviewed disclosures in the

financial statements and were satisfied with the disclosures on decommissioning provisions.

•

The Committee assessed the accounting treatment of the Karish/Tanin development. The

Committee reviewed the capitalisation of development costs and the subsequent accounting

treatment and cessation of capitalisation of certain costs post first gas from Karish Main. The

Committee concluded they were appropriate, and were satisfied that accruals were in place at the

year end to reflect the costs of services provided by contractors.

•

The Committee considered the approach taken by the Company in relation to revenue recognition

including the effectiveness of additional financial software installed in Israel to book revenue over

a number of hydrocarbon products and gas contracts. The Committee reviewed the financial

statements and were satisfied that the requirements of IFRS 15 were satisfied.

•

In September 2022, the Directors announced the payment of the Company’s maiden interim

dividends in line with the previously announced dividend policy. The Committee received reports

from management in order to assess the distributable reserves available to legally declare and pay

dividends in accordance with the dividend policy and the Committee supported the decision to pay

interim dividends.

•

The Committee reviewed the viability statement in the 2022 Annual Report and the going concern

basis of accounting including consideration of evidence of the Group’s capital, liquidity and funding

position. The Committee considered the assessment of principal and emerging risks, assessed

the Group’s prospects in light of its current position and reviewed the disclosures on behalf of the

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Board. The Committee supported the viability statement and the management’s going concern

conclusion.

A requirement of the Code is that the Annual Report, taken as a whole, is fair, balanced and understandable

and provides the information necessary for shareholders to assess the Company’s position and

performance, business model and strategy.

This is the Group’s sixth Annual Report and, in order to support the assessment, the Committee reviewed

the principal and emerging risks, business model, financial review and KPIs to ensure these were

representative of the business and consistent throughout the Report and that areas requiring significant

judgement and explanation have due prominence. The Committee believes that the disclosures set out

in the Annual Report provide the information necessary for shareholders to assess the Group’s position,

performance, business model and strategic outlook.

External auditors

Ernst & Young LLP (“

EY

” or the “

External Auditor

”) were appointed as auditors in 2018 and undertook their

first audit for the year ended 31 December 2017. Energean plc became a Public Interest Entity in 2018

on admission to trading on the London Stock Exchange. The Company must comply with section 494ZA

of the Companies Act 2006 and will be required to put the external audit contract out to tender by 2028.

The current lead audit partner is Paul Wallek with Andrew Smyth, who had been the lead partner since

2018, having rotated out as is required every five years. The fees paid to EY for their services are detailed

in note 7f on page 197 to the financial statements.

The External Auditor attends each meeting of the Audit & Risk Committee and reports on their audit work

and conclusions including the appropriateness of the judgements and estimates made by management

and their compliance with UK-adopted International Accounting Standards. The Audit & Risk Committee

has responsibility for the oversight of the external audit plan. This includes monitoring the independence

and objectivity of EY, the quality of the audit services and their effectiveness, the level of fees paid,

approval of non-audit services provided by EY and re-appointment. The Committee also met with the

external auditors without management present.

The Committee concluded that EY are independent and objective, operate at a high standard and have

recommended to the Board that the External Auditor be re-appointed at this year’s AGM for the financial

year ending 31 December 2023. The Committee regularly reviews the performance of the auditor and the

Chair of the Audit & Risk Committee regularly meets with the Audit Partner to pass on any feedback.

Non-audit services

In order to safeguard the External Auditor’s independence and objectivity, the Group has in place a policy

setting out the circumstances in which the External Auditor may be engaged to provide services other

than those covered by the Group audit. The policy complies with the FRC’s Revised Ethical Standard

for Auditors, published in December 2019. The Policy sets out those types of services that are strictly

prohibited and those that are allowable in principle (permissible services). Any service types are considered

by the Audit & Risk Committee Chair on a case-by-case basis, supported by a risk assessment prepared by

management. This is reported by management to the Audit & Risk Committee who consider the services

provided as part of concluding on the auditors independence.

The types of non-audit services provided by the auditor during 2022 were as follows:

•

Climate change and sustainability assurance services provided by EY Greece;

•

Agreed upon procedures provided by EY Greece for a Greek Government loan;

•

Tax certification services in Greece and Israel;

•

Agreed upon procedures for a Share Premium Reduction in Cyprus; and

•

Interim financial statements review.

In all these cases, safeguards were adopted and reasons given as to why these safeguards were

considered to be effective. The Committee was satisfied that the independence of the External Auditor

was not affected by the performance of any of these services. The non-audit services provided were

required by law and/ or are typically performed by the auditor. Furthermore, in each case there were

business justifications for using the External Auditor for non-audit services. The Chair of the Audit & Risk

Committee agreed with each justification before the service was carried out.

Further details on non-audit services are outlined in note 7f to the financial statements on page

197.

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Internal controls and risk management

The Audit & Risk Committee is responsible for the oversight of the Group’s system of internal controls,

including the risk management framework and the work of the internal audit function. Details of the risk

management framework are provided within the risk management section on pages

7

4-77. The Group’s

principal risks and uncertainties, which provide a framework for the Audit & Risk Committee’s focus, are

discussed on pages

78-91. Management has identified the key operational and financial processes that

exist within the business and has developed an internal control framework. This is structured around a

number of Group policies and processes and includes a delegated authority framework. During, the year

the Audit & Risk Committee assessed the key findings raised from internal audits conducted throughout

the year.

During 2H 2022, following the occurrence of a phishing attack that resulted in a redirected payment of an

immaterial amount, the Audit & Risk Committee had oversight of an internal investigation conducted by

the internal audit and compliance functions and supported by forensic analysis experts, in connection with

the phishing incident. Following the review and analysis of the relevant data, Energean has initiated certain

actions to raise awareness of cyber threats and cyber-crimes, and to further enhance the effectiveness of

the internal controls in place for the purpose of preventing similar future incidents.

Internal auditors

The internal audit function’s key objective is to provide independent and objective assurance on risks and

controls to the Board, the Audit & Risk Committee and senior management, and to assist the Board in

meeting its corporate governance responsibilities.

The Head of Internal Audit is responsible for prioritising and co-ordinating internal audit projects, aligning

the internal audit risk assessment process to the Group risk register, facilitating the communication

between the internal audit function, the Audit & Risk Committee, senior management and process owners,

commenting on controls design and operating efficiency, and, when necessary, escalating relevant issues

to appropriate parties within the Group.

Furthermore, the internal audit function undertakes engagements on an “ad hoc” basis, at the request of

senior management and the Audit & Risk Committee.

Since January 2018, PricewaterhouseCoopers Business Solutions S.A. (“

PwC

”) have been appointed as

the Group’s internal advisor and, during 2022, the following was jointly undertaken with the internal audit

function:

•

Execution of internal audit engagements;

•

Periodic follow up audits to assess the implementation of agreed upon management actions;

•

Preparation of the risk based annual Internal Audit Plan;

•

Comment on issues related to internal audit methodology, the quality assessment of the internal

audit function, design of internal engagements and planning aspects.

During the year PwC conducted three (2021: three) internal audits at a cost of $ 115,124 (2021: $71,509).

The Audit & Risk Committee’s members meet regularly with members of the internal audit function and

approve areas that will be assessed by way of an internal audit or a “deep dive” throughout the year.

Deep dives are performed through direct meetings between the Audit & Risk Committee and the process

owner(s), based on a structured agenda, with an aim to discuss

inter alia

key risks, business needs and

critical gaps (if any) of each examined area. This year, topics included operational insurance cover and

abandonment liability management.

The Audit & Risk Committee is responsible for the review and approval of the role and mandate of the

internal audit function, as reflected in the Internal Audit Charter, including the approval of the annual and

ad-hoc internal audit plans, and monitoring the budget and effectiveness of the internal audit function.

Each internal audit report is presented in dedicated meetings with the Audit & Risk Committee and the

status of follow-up action points reviewed against agreed deadlines.

In its annual assessment of the effectiveness of the internal audit function, the Audit & Risk Committee

carried out the following:

•

Met with members of the internal audit function without the presence of management to discuss

the effectiveness of the function;

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CORPORATE GOVERNANCE

•

In cooperation with the Head of Internal Audit, examined the sufficiency of internal audit resources

and the involvement of subject matter experts in specific audit engagements;

•

Reviewed and re-assessed the annual Internal Audit Plan;

•

Monitored and assessed the role and effectiveness of the internal audit function in the overall

context of the Group’s risk management policy.

Following the internal audit review of the Company’s internal control systems, the Audit & Risk Committee

considered whether any matter required disclosure as a significant failing or weakness in internal controls

during the year. Other than the incident described under the Internal controls and Risk Management

section, no additional matters were identified.

Reserves committee

During the year the Reserves Committee met to discuss the Group’s reserves auditing process and

support the Audit & Risk Committee in this area. During 2023, the Audit & Risk Committee will receive

reserve reports from each country of operation and meet with their respective reserve auditors to assist

with the year-end reporting process.

Fair, balanced and understandable assessment

The Audit & Risk Committee advised the Board that in its view the 2022 Annual Report including the

financial statements for the year ended 31 December 2022, taken as a whole, is fair, balanced and

understandable and provides the information necessary for shareholders to assess Energean’s position

and performance, business model and strategy. In making this assessment the members of the Audit &

Risk Committee critically assessed drafts of this Annual Report including the financial statements and

discussed with management the process undertaken to make sure these requirements were met.

This included:

•

Confirming that the contents of the annual report were consistent with information shared with the

Board during 2022 to support the assessment of Energean’s position and performance; ensuring

that consistent materiality thresholds are applied for favourable and unfavourable items;

•

Receiving reports from management at Board and Board Committee meetings that the information

contained within the Annual Report was considered to be fair, balanced and understandable; and

•

Considering comments from the external auditor.

Other activities

Whistleblowing policy

The Group has a whistleblowing policy in place and the Committee is responsible for overseeing the

arrangements and the effectiveness of the processes for this. The policy exists to enable employees to

raise any concerns in confidence about wrongdoing or impropriety within the Group. During the year, no

significant concerns or reports were raised to the Committee.

Performance of the Committee

The performance of the committee was reviewed as part of the internal evaluation of the Board’s

effectiveness. In the previous annual report the committee set out its targets for 2022, namely to:

•

Further strengthen the internal audit process by using where appropriate sector specialists in

relevant topics in addition to PwC;

•

Further develop in-house risk management reporting and awareness; and

•

Follow up internal audits on acquired subsidiaries now that integration has been completed with a

focus on cyber security and insurance optimisation.

I am pleased to report that very good progress was made against 2022 priorities including the use of deep

dive sessions on key topics such as abandonment liability management and insurance as detailed above

in the Internal Audit section.

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CORPORATE GOVERNANCE

The Audit & Risk Committee worked to expand the reach, capabilities and reporting of internal audits to

focus on controls and fraud prevention in key Edison E&P subsidiaries. Risk management has continued

to be a focus for both the Committee and the Board and in 2022, the Company introduced a new ERM

system accompanied by a detailed workshop on risk management in Milan which Amy Lashinsky attended

on behalf of the Audit & Risk Committee and in her role as workforce representative. During 2022 the Audit

& Risk Committee also oversaw the payment of the Company’s maiden interim dividends in line with the

previously announced dividend policy.

The Audit & Risk Committee will continue to monitor progress in these areas and advise on whether any

further enhancements should be made.

Our priorities for 2023

•

Further expansion and use of the Company’s recently introduced ERM system;

•

To continue to conduct internal audits and deep dives with a specific focus on cyber security, joint

venture audit capabilities and commercial functions; and

•

To conduct post project implementation reviews in Israel following first gas from Karish.

Approval

This report in its entirety has been approved by the Audit & Risk Committee, and signed on its behalf by:

Andrew Bartlett

Audit & Risk Committee Chair

22 March 2023

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#### Environment, Safety & Social Responsibility Committee

Roy Franklin, Chair of Environment, Safety & Social Responsibility (“ESSR”) Committee

It is my pleasure to introduce the ESSR Committee Report for 2022, which sets out its composition, role

and activities during the year.

In this report we will also set out the areas of focus for the ESSR Committee for 2023.

Membership

The members of the ESSR Committee throughout 2022 were myself (as Chair upon appointment on

26 May 2022), Andreas Persianis and Efstathios Topouzoglou. Robert Peck stood down as Chair and

left the Committee following his retirement from the Board on 26 May 2022. Amy Lashinsky left the

Committee on 20 July 2022, Karen Simon joined the Committee on the same date.

The Company Secretary acts as secretary to the Committee.

Meetings

The ESSR Committee met on 3 occasions during 2022 with attendance details set out below:

Director

Number of

meetings

entitled to

attend

Number of

meetings

attended

Roy Franklin

54

3

3

Amy Lashinsky

55

1

1

Robert Peck

56

1

1

Andreas Persianis

3

3

Efstathios Topouzoglou

3

3

Karen Simon

57

2

2

Role of the Committee

The ESSR Committee plays a fundamental role in assisting the Board in reviewing the effectiveness of the

Group’s policies and systems for managing health and safety risks, assessing the policies and systems

within the Group for ensuring compliance with regulatory requirements and reviewing the Company’s

environmental strategy including KPIs. The Committee also reviews the Company’s annual sustainability

report and receives updates on the Company’s performance with key rating agencies. Furthermore, the

Committee receives updates from the Group’s HSE Director on Health, Safety & Environmental matters

and the Company’s Head of CSR for updates on the Company’s performance against its CSR goals. The

Committee also advises the board on safety, the environment including climate change, and Energean’s

overall sustainability performance.

Following the annual review of the ESSR Committee’s Terms of Reference, updates were made to ensure

alignment with the UK Corporate Governance Code and best practice guidance.

To view the ESSR Committee’s terms of reference, please visit the Company’s website

www.energean.com

.

Activities during 2022

ESG Rating

The Committee was notified in December 2022, that the Carbon Disclosure Project upgraded Energean’s

rating to A-, up from B in the previous year, outperforming the global average for Exploration and Production

companies of C.

54

Appointed as Chair on 26 May 2022.

55

Left the Committee on 20 July 2022.

56

Stood down as Chair and left the Committee on 26 May 2022.

57

Joined the Committee on 20 July 2022.

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CORPORATE GOVERNANCE

Sustainability reporting

The Committee reviewed the progress being made on the publication of the Company’s annual

sustainability report covering 2021. The Committee received updates from the Head of CSR and reviewed

drafts of the report before publication. The Committee Chair signed off on the publication of the report on

behalf of the Board noting that the report reflected an impressive number of measurable achievements

related to the UN Sustainable Development Goals.

CSR Programme

The Committee received updates from the Head of CSR on the planned activities for 2023, which was

a Committee priority for 2022, and heard about planned initiatives in Israel, Egypt, Italy and Greece that

would benefit the environment, the community and provide opportunities for education in order to create

meaningful impact for those who would benefit.

HSE

The Committee received regular updates from the HSE Director on Group level HSE performance and

received specific reports on HSE performance for Karish during the commissioning and production

start-up phases, and on the progress made in Italy during 2022 as part of the Edison integration.

The Committee also heard about the implementation of new Synergi software which will enable the

Company to better record and monitor safety performance.

Kavala Site Visit

The Committee Chair undertook a site visit to Kavala prior to the Prinos start-up and was able to observe

and report back to the Committee on progress that had been made for safe and responsible operations

both onshore and offshore.

Priorities for 2023

During 2023, the Committee will:

•

Review sustainability reporting for 2022 and the plans for reporting in 2023 to include review of the

Group’s Sustainability Report;

•

Review the scale and balance of the Group’s CSR initiatives in the countries in which it operates;

•

Review the methodology across the Group’s carbon emissions reporting and climate change

targets to ensure consistency;

•

Review the effectiveness of HSE-related systems and procedures for the Energean Power in

operational mode;

•

Deep dive on the effectiveness of HSE systems in the Group’s other operations to include site visits;

and

•

Review the effectiveness of the Group’s emergency response systems from operating unit to

corporate level.

Roy Franklin

ESSR Committee Chair

22 March 2023

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#### Nomination & Governance Committee

Karen Simon, Chair of Nomination & Governance Committee

It is my pleasure to introduce the Nomination & Governance Committee Report for 2022, which sets out

its composition, role and activities during the year.

In this report we will also set out the areas of focus for the Nomination & Governance Committee for 2023.

Membership

The members of the Nomination & Governance Committee throughout 2022 were myself (as Chair),

Kimberley Wood, Efstathios Topouzoglou and Roy Franklin. Robert Peck left the Committee following his

retirement from the Board on 26 May 2022. Andrew Bartlett joined the Committee on 20 July 2022.

The UK Corporate Governance Code (“

Code

”) recommends that a majority of Nomination Committee

members be Independent Non-Executive Directors and that the Chair of the Board (other than where the

Committee is dealing with the appointment of a successor to the chair) or an Independent Non-Executive

Director should chair the Committee. This requirement was satisfied as I was considered to be independent

upon appointment as Chair, and Andrew Bartlett, Roy Franklin and Kimberley Wood are considered to be

Independent Non-Executive Directors.

The Company Secretary acts as secretary to the Committee.

Meetings

The Nomination & Governance Committee met on 4 occasions during 2022 with attendance details set

out below:

Director

Number of

meetings

entitled to

attend

Number of

meetings

attended

Karen Simon

4

4

Andrew Bartlett

58

2

2

Roy Franklin

4

4

Robert Peck

59

1

1

Efstathios Topouzoglou

4

3

Kimberley Wood

4

4

Role of the Committee

The Nomination & Governance Committee plays a fundamental role in assisting the Board in reviewing the

structure, size and composition of the Board, including providing advice to the Board on the retirement and

appointment of additional and/or replacement Directors. It is also responsible for reviewing succession

plans for the Directors, including the Chair and Chief Executive and other senior executives.

Following the annual review of the Nomination & Governance Committee’s Terms of Reference, updates

were made to ensure alignment with the Code and best practice guidance.

To view the Nomination & Governance Committee’s terms of reference, please visit the Company’s

website

www.energean.com

.

Diversity, Equity and Inclusion

The Nomination & Governance Committee’s key area of responsibility is to ensure the composition of the

Board is appropriate for oversight of the strategic direction of the Group and this includes reviewing the

balance of skills and knowledge. The Nomination & Governance Committee recognises the benefits of

diversity in the boardroom and believes that a wide range of experience, backgrounds, perspectives, and

skills generates effective decision-making.

58

Joined the Committee on 20 July 2022.

59

Left the Committee on 26 May 2022.

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CORPORATE GOVERNANCE

The gender and diversity disclosures that follow will be mandatory for accounting periods starting on or

after 1 April 2022 however the Company has chosen to apply these new listing rule requirements early.

Gender data for the Board, Executive Management and their direct reports has been collected from the

Company’s HR records. Ethnicity data has been collected directly from Board members and Executive

Management, with respondents self-reporting their ethnicity using the Office of National Statistics

definitions.

As at 31 December 2022, the Board included three women, representing 33.33% of the Board, which

achieves the 33% target set by the Hampton-Alexander review but remains slightly below the proposed

40% target set by the FCA for the end of 2025.

The Company remains as one of the few companies in the FTSE 350 with a female Chair which achieves

the target of having at least one woman in the position of Chair, Senior Independent Non-Executive

Director and/or in the Chief Executive Officer or Chief Financial Officer role by the end of 2025.

Number

of Board

Members

Percentage

of the Board

Number

of senior

positions on

the Board

(CEO, CFO,

SID and

Chair)

Number in

Executive

Management

Percentage

of Executive

Management

Men

6

66.67%

3

7

77.78%

Women

3

33.33%

1

2

22.22%

Executive Management’s make-up at the year-end was 22% women vs 78% men. Their direct reports were

37% women vs 63% men. The combined make-up of Executive Management and their direct reports at

the year-end was 36% women vs 64% men.

The Committee recognises the Parker Review recommendation to have at least one director from an

ethnic minority background on the Board by 2024 and as at 31 December 2022, the Board included one

Director who self-identifies as being non-white. The Company has engaged with the Parker Review Team

at the Department for Business, Energy and Industrial Strategy to report the position with regard to board

diversity.

There have not been any changes to the Board between 31 December 2022 and the date that the Annual

Report was approved that have affected the company’s ability to meet one or more of the targets disclosed

above.

Number

of Board

Members

Percentage

of the Board

Number

of senior

positions on

the Board

(CEO, CFO,

SID and

Chair)

Number in

Executive

Management

Percentage

of Executive

Management

White British

or other White

(including minority

white groups)

8

88.89%

4

8

88.89%

Mixed/ Multiple

Ethnic Groups

0

0%

0

0

0%

Asian/Asian British

0

0%

0

0

0%

Black/African

Caribbean/ Black

British

0

0%

0

0

0%

Other ethnic group,

including Arab

1

11.11%

0

1

11.11%

Not speciﬁed/ prefer

not to say

0

0%

0

0

0%

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During 2022, upon the Nomination & Governance Committee’s recommendation, the Board approved

a Diversity, Equity and Inclusion policy for the Group (the “

DEI Policy

”). The DEI policy recognises that

a truly diverse, equitable and inclusive culture is crucial to attracting, developing and retaining talent.

The responsibility for the enforcement and monitoring of compliance of the DEI Policy lies with the

Board (acting through the Nomination & Governance Committee) and the Chief Executive Officer carries

overall responsibility to ensure the Company adopts a corporate culture where individual differences are

respected. The Board also appointed the Group HR Director to act as the Group’s DEI Leader.

Time commitment of the Chair

Karen Simon is also a Non-Executive Director of Aker ASA, an Oslo Stock Exchange-listed company

and Crescent Energy, a New York Stock Exchange-listed company. The Board believes that Karen has

adequate time available to devote to the Company. Karen was deemed to be independent on appointment

and was first appointed to the Board as an Independent Non-Executive Director in November 2017. She

has, therefore, only served five years out of a possible nine years.

Board and Committee Composition

Under the Terms of Reference for the Nomination & Governance Committee, the Committee is required

to regularly review the structure, size and composition (including the skills, knowledge and experience)

of the Board (with particular regard to the balance of Executive and Non-Executive Directors, including

independent non-executives) compared to its current position, and to make any resulting recommendations

to the Board with regard to any required changes.

In 2022, Robert Peck informed the Board of his intention to retire at the conclusion of the AGM on 26 May

2022. As a result, two of his Board roles, namely Chair of the Environment, Safety & Social Responsibility

(“

ESSR

”) Committee and the designated Non-Executive Director for workforce engagement, required to

be filled by existing Independent Non-Executive Directors. Following careful consideration, the Committee

concluded that, given their respective backgrounds and skillsets, as well as their existing committee roles

and responsibilities, Roy Franklin be appointed as the Chair of the ESSR Committee and Amy Lashinsky

be appointed as the Board’s Non-Executive Director for workforce engagement.

Following the retirement of Robert Peck, the percentage of Independent Non-Executive Directors

(excluding the Independent Non-Executive Chair) stands at 62.5%.

In July 2022, the Committee further considered committee composition and recommended the following

committee changes which the Board approved with effect from 20 July 2022:

Nomination & Governance Committee

Under Provision 17 of the Code, the Nomination & Governance Committee should have a majority of

Independent Non-Executive Directors. This requirement is met following the appointment of Andrew

Bartlett, an Independent Non-Executive Director, as a member of the Nomination & Governance Committee.

Remuneration & Talent Committee

Under Provision 32 of the Code, the Remuneration & Talent Committee should consist exclusively of, and

not less than three, Independent Non-Executive Directors. This requirement is met as all four members

of the Remuneration & Talent Committee are considered independent. Following Andrew Bartlett’s

appointment to the Nomination & Governance Committee, Roy Franklin, as an Independent Non-Executive

Director, joined the Remuneration & Talent Committee replacing Andrew Bartlett.

With effect from the AGM on 26 May 2022, Amy Lashinsky replaced Robert Peck as the Board’s non-

executive director for workforce engagement and therefore it was considered appropriate that Amy

Lashinsky, as an Independent Non-Executive Director, join the Remuneration & Talent Committee.

ESSR Committee

With Amy Lashinsky having taken on the role as the Board’s Non-Executive Director for workforce

engagement and having been appointed to the Remuneration & Talent Committee, Karen Simon joined

the ESSR Committee replacing Amy Lashinsky.

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Appointment of Senior Independent Non-Executive Director

In 2022, following Andrew Bartlett’s decision to step down as Senior Independent Non-Executive Director,

the Nomination & Governance Committee recommended, and the Board approved with effect from

23 March 2022, the appointment of Roy Franklin as the Senior Independent Non-Executive Director, by

virtue of his extensive governance, industry and listed company experience.

Succession Planning

The Nomination & Governance Committee keeps the succession plans for Directors and senior

management continuously under review, including by reference to the present composition of the

Board and each member’s skills and individual performance; the qualities and skills needed from senior

management to deliver the Group’s strategic plan; and contingency planning for senior management in

the event of any sudden or unforeseen circumstances. The succession planning process supports the

development of a diverse and inclusive pipeline.

Induction

The Nomination & Governance Committee ensures that its members are provided with appropriate and

timely training, both in the form of an induction programme for new members and on an ongoing basis

for all members.

Board Evaluation

In 2022, the Nomination & Governance Committee oversaw an internally facilitated evaluation of the

Board’s performance as required by the Code.

The evaluation was conducted by way of a written survey with myself and the Company Secretary

following up directly with each Director.

Evaluation areas included matters that are important to the Company in particular, as well as those items

laid down in the Code and associated guidance, including:

•

the preparation, delivery and management of meetings;

•

the responsibilities, roles and relationships between the Chair, Board and Directors;

•

corporate governance, culture and ethics including Company policies and practices; and

•

performance of the Board and the committees.

The Nomination & Governance Committee reviewed the findings from the 2022 evaluation at its meeting

in November and discussed them with the full Board. In reporting back to the Board, the Chair of the

Nomination & Governance Committee reported that the Committee was satisfied that each Director

continues to contribute effectively, and that an action plan will be developed and monitored during the

year to address areas for improvement. Outcomes from the 2022 evaluation will mean a focus on strategy

following the start-up of Karish, a review of Board skills for the new phase of operations and more Board

interaction with the local workforce and personnel in the Company’s areas of operation.

Furthermore during the year, and as highlighted in last year’s report, we continued to implement the

recommendations from the externally facilitated board review conducted in 2020 and now consider all

actions to have been completed.

In 2023, as required by the Code, the Board will be subject to an externally facilitated evaluation of the

effectiveness of the Board, and the Nomination & Governance Committee will report on its findings and

steps taken to act on any findings.

Committee evaluation

As part of the internally facilitated evaluation as outlined above, Committees were subject to reviews of their

performance and effectiveness. The Committees. Including the Nomination & Governance Committee,

were considered by Directors to be working well and members were deemed to have the appropriate mix

of skills, experience, independence and knowledge of the Company necessary to discharge their duties.

Individual evaluation

In December the Senior Independent Non-Executive Director conducted the annual review of the Chair’s

performance with Non-Executive Directors giving their views. The Senior Independent Non-Executive

Director provided anonymous feedback from this review to the Chair and the review concluded that the

Chair had led the board effectively throughout the year.

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Re-election of Directors

In light of the assessment that all Directors continue to perform and provide a valuable contribution to

the Board and its Committees, all Directors will be eligible to submit themselves for re-election at the

2023 AGM. An annual review is conducted to assessing the continuing independence of Non-Executive

Directors, with attention to ensuring that they remain independent in character and judgement, and

continue to present an objective and constructive challenge to the assumptions and viewpoints presented

by the management.

Performance of the Committee

The performance of the Nomination & Governance Committee was assessed as part of the internally

facilitated evaluation as mentioned earlier in this report. In the previous annual report the committee set

out its targets for 2022, namely to:

•

Continue to focus on board composition and to identify candidates with geographic, gender and

ethnic diversity;

•

Look to right size the Board with an expected decrease in the overall number of Directors; and

•

Review Committee Chairs/SID role and make adjustments where appropriate.

I am pleased to report that good progress was made against the 2022 priorities and the Nomination &

Governance Committee continued to strive to create a culture that embraces different perspectives to

drive the business forward through the recommendation, and subsequent approval by the Board, of the

Group DEI Policy. The Nomination & Governance Committee also oversaw changes to the composition of

committees and the appointment of a new Senior Independent Non-Executive Director.

The Nomination & Governance Committee will continue to monitor progress in these areas and advise on

whether any further enhancements should be made.

Our priorities for 2023

•

Focus on strategy for the next chapter post the start-up of Karish;

•

Review board skill sets given new phase of operations with continued focus on diversity; and

•

Increased board exposure to areas of operation and personnel with more in person interactions in

country.

Karen Simon

Nomination & Governance Committee Chair

22 March 2023

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#### Remuneration Report

Energean Plc – Chair letter

Dear Shareholder,

I am pleased, on behalf of the Remuneration & Talent Committee, to present our report on director’s

remuneration for the year. The macroeconomic environment has rightly meant increased scrutiny on

our sector, including around remuneration matters. In this report we have therefore sought to provide

transparent, detailed disclosure on the pay decisions we have taken during in the year.

Background

This has been a year where Energean has achieved significant milestones in its ambition to be the leading

independent gas and ESG-Focused E&P company in the Mediterranean. We have achieved first gas from

the Karish field, delivered

60

our maiden quarterly dividend and continued to progress our net-zero targets

as the first E&P company committed to net-zero by 2050. These successes are reflected in our financials.

For 2022, we have delivered revenues of $737m (representing growth of +48% on prior year) and Adjusted

EBITDAX of $422m (growth of +99% on prior year). This strong performance means we are well on-track

to delivering our annualised near-term targets of $2.5bn revenue and $1.75bn EBITDAX. At the end of the

year, liquidity stood at $720m, ensuring Energean is fully-funded for all sanctioned projects. Meanwhile,

we have declared three quarters of dividends, representing an annualised yield of 9%.

As we look forward, our operational objectives for 2023 mean we will be well-placed to deliver our growth

strategy and production within the guidance range. Production ramp up from the field is aligned with our

expectations, and we are on track to deliver production within the range provided in the January trading

update; furthermore, our debottlenecking projects are on track to increase FPSO production capacity

from 6.5 bcm/yr to 8.0 bcm/yr by the end of 2023. We expect installation of the second gas export riser

and the second oil train in H1 and H2 2023 respectively. First gas from the first well at NEA/NI was

delivered in March 2023, with the remaining three wells expected onstream over the course of 2023. The

cumulative effect of successful delivery of these projects is more than 200 kboepd production in the near-

term (including Karish). In 2023, we are expecting production in the c.131-158 kboepd range, securing

growth in our revenue and EBITDAX outlook for the year.

Our world-class executive team is fundamental in delivering our outperformance. Our CEO, Mathios Rigas,

has continued to lead the company to achieving important and historic milestones, most recently the

first international crude exports from Karish, and first gas at NEA/NI. Under his leadership Energean has

grown from an effective ‘start-up’ into one of the largest independent E&P companies in Europe. Our

CFO has continued to deliver strong fundamentals and a protected balance sheet which has augmented

the company’s reputation in the capital markets. Both of our executive directors have demonstrated

exceptional leadership in unlocking significant shareholder value through targeted acquisitions and

organic growth.

Key remuneration decisions taken in the year

Reflecting the strong performance achieved in the year, the Committee approved an annual bonus

outcome of 70.6% for both directors. The 2022 annual bonus was based on operational goals (45% of

award), commercial goals (15%), financial and risk goals (20%) and sustainability objectives (20%).

While there were significant operational achievements in the year, including delivering Karish first gas,

progressing major projects, building reserves and maintaining the cost of production within appetite,

delays at the start of the year impacted overall production levels. The Committee therefore approved

an outcome of 42% of maximum for the operational part of the bonus. Successful delivery of stretching

commercial goals, including new contracting and portfolio rationalisation objectives, meant the Committee

approved an outcome of 87% of maximum for this element. Financial and risk goals were also successfully

achieved, with the extremely strong liquidity position a particular highlight, and the Committee therefore

approved a maximum outcome on the financial and risk element.

60

Unaudited and subject to change

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Sustainability has always been a critical part of Energean’s ethos, and the Committee was pleased to

see significant progress has been made against key ESG objectives in the year. These included reducing

carbon emissions intensity, maintaining our high external sustainability rating and keeping health and

safety indicators within risk tolerance. Reflecting continued strong performance against sustainability

targets, the Committee approved an outcome of 92% for this element.

The overall annual bonus outcome was therefore 70.6% for both directors. This outcome is lower than

2021, reflecting the significant performance achievements in the year while being cognisant of some

limited operational challenges earlier in the year with the FPSO, and the broader macroeconomic

environment. The Committee believes the outcome is therefore reflective of holistic performance. We

have provided detailed disclosure of performance against targets on page

s 13

6-138.

2020 LTIP Vesting

The 2020 LTIP award was based on relative TSR measured against a peer group of similar E&P

companies (50% of award), stretching absolute TSR targets (30%) and average Scope 1 and 2 emissions

(20% of award). Given our extremely strong market performance, both the relative TSR and absolute

TSR maximum targets were met, and these elements vested in full. There was threshold achievement

of the average Scope 1 and Scope 2 emissions targets. The delays to first gas at Karish, which was

largely the result of COVID-19 postponing delivery of the FPSO, impacted the level of achievement of

the average emissions measure. The Committee determined that no adjustment to the targets should

be made despite this impact on achievement arising from an unforeseen factor outside management’s

control. Strong performance meant an overall formulaic outcome of 85% of maximum was achieved for

the 2020 LTIP.

This award was granted in March 2020, when share prices were impacted by the status of the Karish

project, which at that point had already started experiencing delays materially linked to Covid. At the

time of award, the Committee committed to reviewing the vesting level of the awards to ensure they

are appropriate. As previously disclosed at the time of grant, the Committee made no adjustment to the

award level. In part this was because 30% of the award was based on an absolute TSR measure assessed

from the start of 2020 with a highly challenging base point based on the average share price in Q4 2019

(i.e. before the COVID-19 price impact).

On the question of windfall gains, the Committee considered this in some detail, including analysis from

a variety of perspectives. Our consideration included a sectoral perspective, relative and absolute TSR

performance analysis (excluding any Covid impact), wider operational achievements and overall outturns

(including a review of historic outturns for peer companies) in the context of overall performance. Taking

into account a range of factors we have concluded that we do not consider it appropriate to make any

downwards adjustment and we consider the overall out-turn to be reflective of the executive team’s

performance over the period. We have included substantive disclosure on the factors considered by the

Committee in their determination on pages

14

0-142.

Looking ahead

We are proposing that no salary increases will be awarded to either executive director for 2023. The

Committee believes this is the right decision given the macroeconomic climate and reflects the Committee’s

responsible approach to pay. Targeted salary increases will be made for other members of the Executive

Committee and the broader workforce. During 2022, the Committee oversaw an objective and data-driven

Group wide compensation and benefits benchmark evaluation and, at a local level, adjustments were

made to align compensation and benefits to the wider Energean population and mitigate inflation in each

country of operation.

There will be no change to the annual bonus opportunity or the LTIP opportunity for either executive director

for 2023. The bonus scorecard has been simplified for 2023, and disclosure of targets will be included in

next year’s report when targets are no longer commercially sensitive. The 2023 LTIP will continue to be

based on the same measures as in 2022, however, we have refreshed the LTIP TSR comparator group to

reflect the company’s operations, size and markets. Targets that will apply to the 2023 LTIP grant are set

out on page

13

2.

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Shareholder consultation

The Committee took note that there was a notable minority of investors who opted to not support

the advisory vote on the Remuneration Report last year. We understand this vote, at least in part, was

influenced by shareholder views on non-remuneration matters.

In March 2023, we wrote to and sought feedback from our major shareholders on key remuneration

decisions taken during the year, including the Committee’s consideration of potential windfall gains

relating to the 2020 LTIP award. In 2023, we will be reviewing our Remuneration Policy ahead of seeking

renewal of the policy at the 2024 AGM under the normal three-year renewal cycle. As part of this review

process, we will be reviewing the effectiveness of the policy approved by shareholders in 2021, and we

also intend to consult again with major shareholders to ensure their views are taken into account when

formulating our approach to pay. I look forward to meeting with our shareholders and listening to these

views in due course.

In this report, we have sought to provide transparent disclosure on our approach to pay at Energean.

I hope that it provides clarity around the Committee’s decision-making, and that you will support the

advisory vote on this report at the AGM.

Best regards

Kimberley Wood

Remuneration & Talent Committee Chair, Energean Plc

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#### Remuneration Policy

Set out below is a summary of our current Remuneration Policy (“

Remuneration Policy

”) for Executive

Directors, which was approved by shareholders at the 2021 AGM. A full version of the Policy is contained

in our 2020 Annual Report, available on our website at

https://www.energean.com/investors/reports-

presentations/

.

Base salary

Purpose and link to

strategy

To appropriately recognise skills, experience and responsibilities and attract

and retain talent by ensuring salaries are market competitive.

Operation

Generally reviewed annually with any increase normally taking effect from

1 January although the Remuneration & Talent Committee

may award

increases at other times of the year if it considers it appropriate.

The review takes into consideration a number of factors, including (but not

limited to):

1.

The individual Director’s role, experience and performance.

2.

Business performance.

3.

Market data for comparable roles in appropriate comparator

businesses.

4.

Pay and conditions elsewhere in the Group.

Maximum Opportunity

No absolute maximum has been set for Executive Director base salaries.

Any annual increase in salaries is at the discretion of the Remuneration &

Talent Committee taking into account the factors stated in this table and

the following principles:

5.

Salaries would typically be increased at a rate no greater than the

average salary increase for other Group employees.

6.

Larger increases may be considered appropriate in certain

circumstances (including, but not limited to, a change in an individual’s

responsibilities or in the scale of their role or in the size and complexity

of the Group).

7.

Larger increases may also be considered appropriate if a Director has

been initially appointed to the Board at a lower than typical salary.

Performance

Conditions

No performance conditions.

Pension

Purpose and link to

strategy

To provide competitive post-retirement beneﬁts or cash allowance as a

framework to save for retirement. This is to support the recruitment and

retention of talent.

Operation

Typically payable as a cash allowance, however executives can also choose

to participate in a company pension scheme or receive payments into a

personal pension or a combination thereof.

Contributions are set as a percentage of base salary.

Post-retirement beneﬁts do not form part of the base salary for the

purposes of determining incentives.

Maximum Opportunity

Pension contributions will be set in line with the average workforce pension

contribution (in percentage of salary terms).

For 2023, this rate will be 4% of salary. This is the rate that is currently

available to the wider workforce (based on the rate applicable to the

workforce in Greece).

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Pension

Performance

Conditions

No performance conditions.

Beneﬁts

Purpose and link to

strategy

To provide market competitive beneﬁts.

Operation

Beneﬁts are currently provided as a single beneﬁts allowance (in lieu of

separate payments for relevant beneﬁts). The Remuneration & Talent

Committee has discretion to replace the beneﬁts allowance by separate

payments for relevant beneﬁts or to provide additional beneﬁts in certain

circumstances (for example relocation or tax equalisation). Executive

Directors are entitled to reimbursement of reasonable expenses (including

any tax thereon). Executive Directors also have the beneﬁt of a qualifying

third-party indemnity from the Company and directors’ and ofﬁcers’ liability

insurance.

Maximum Opportunity

For the current Executive Directors, the maximum annual value of beneﬁts

will be £48,000 (Mathios Rigas) and £25,000 (Panos Benos). For any future

Executive Director appointed during the lifetime of this Remuneration

Policy, the value of their beneﬁts package would not exceed £48,000. These

totals exclude any expenses treated as taxable beneﬁts by tax authorities

or tax equalisation beneﬁts, should these be provided in exceptional

circumstances, or any one-off costs relating to recruitment, loss of ofﬁce or

relocation.

Performance

Conditions

No performance conditions.

Annual Bonus

Purpose and link to

strategy

To link reward to key ﬁnancial and operational targets for the forthcoming

year. Additional alignment with shareholders’ interests through the operation

of bonus deferral.

Operation

The Executive Directors are participants in the annual bonus plan which is

reviewed annually to ensure bonus opportunity, performance measures and

targets are appropriate and supportive of the business plan.

Typically, no more than two-thirds of an Executive Director’s annual bonus is

delivered in cash following the release of audited results and the remaining

amount is deferred into an award over Company shares under the Deferred

Bonus Plan (DBP).

8.

Deferred awards are usually granted in the form of conditional

share awards or nil-cost options (or, exceptionally, as cash-settled

equivalents).

9.

Deferred awards usually vest two years after award although may

vest early on leaving employment or on a change of control (see later

sections).

10.

An additional payment or award may be made in respect of shares

which vest under deferred awards to reflect the value of dividends

(including special dividends) which would have been paid on those

shares during the vesting period (this payment may assume that

dividends had been reinvested in Company shares on a cumulative

basis).

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Annual Bonus

Maximum Opportunity

The maximum award that can be made to an Executive Director under the

annual bonus plan is 200% of salary.

For 2023, both executive directors will receive a maximum opportunity of

200% of salary.

Performance

Conditions

The bonus is based on performance against ﬁnancial, strategic, operational,

ESG or personal measures appropriate to the individual Executive Director

assessed over one year.

The precise measures and weighting of the measures are determined by the

Remuneration & Talent Committee ahead of each award to ensure they are

aligned with strategic priorities.

Where appropriate, a sliding scale of targets will be applied to a measure,

with payout not exceeding 20% for threshold performance increasing to

100% for maximum performance. In relation to operational, milestone

or qualitative targets, the structure of the target may vary based on the

nature of the target set and m

ay be based on the Remuneration & Talent

Committee’s judgement in assessing the performance outturn.

Any bonus payout is ultimately at the discretion of the Remuneration &

Talent Committee. The Committee will consider the use of discretion when

determining the actual overall level of individual bonus payments and it may

adjust the formulaic bonus payout upwards or downwards if it considers it

appropriate to do so.

Long Term Incentive Plan (LTIP)

Purpose and link to

strategy

To link reward to key strategic and business targets for the longer term and

to align executives with shareholders’ interests.

Operation

Awards are usually granted annually under the LTIP to selected senior

executives.

Individual award levels and performance conditions on which vesting will be

dependent are reviewed annually by the Remuneration & Talent Committee.

LTIP awards are usually granted as conditional awards of shares or nil-cost

options (or, exceptionally, as cash-settled equivalents).

Awards granted to Executive Directors normally vest or become exercisable

at the end of a period of at least three years following grant and normally

have a holding period taking the time horizon to no earlier than ﬁve years

following grant. Awards may vest early on leaving employment or on a

change of control (see later sections).

An additional payment or award may be made in respect of shares which

vest under LTIP awards to reflect the value of dividends (including special

dividends) which would have been paid on those shares during the vesting

and, if relevant, holding period (this payment may assume that dividends

had been reinvested in Company shares on a cumulative basis).

Maximum Opportunity

The maximum award permitted to be granted to an Executive Director in

respect of any one year under the LTIP is shares with a market value (as

determined by the Remuneration & Talent Committee) of 200% of salary.

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Long Term Incentive Plan (LTIP)

Performance

Conditions

All LTIP awards granted to Executive Directors must be subject to a

performance condition.

The precise measures and weighting of the measures are determined by the

Remuneration & Talent Committee ahead of each award to ensure they are

aligned with strategic priorities.

Performance will usually be measured over a performance period of at least

three years.

For achieving a ‘threshold’ level of performance against a performance

measure, no more than 25% of the portion of the LTIP award determined by

that measure will vest. Vesting then increases on a sliding scale to 100% for

achieving a maximum performance target.

Any LTIP vesting is ultimately at the discretion of the Remuneration & Talent

Committee.

Share ownership Guidelines

Purpose

and link to strategy

To create alignment between the long-term interests of Executive Directors

and shareholders.

Operation

Executive Directors are required to build and maintain a holding of 200% of

salary in Company shares.

Until an Executive Director is compliant with this guideline, they are required

to retain at least 50% of vested post-tax shares.

Unless the Remuneration & Talent Committee determines otherwise, this

guideline will continue to apply for two years after an Executive Director

ceases employment with the Group.

Non-Executive Director fees

Purpose

and link to strategy

To appropriately recognise responsibilities, skills and experience by ensuring

fees are market competitive.

Operation

NED fees comprise payment of an annual basic fee and additional fees for

further Board responsibilities including but not limited to:

11. Senior Independent Director

12. Audit & Risk Committee Chair

13. Remuneration & Talent Committee Chair

14. Environment, Safety & Social Responsibility Committee Chair

The Chair of the Board receives an all-inclusive fee. No NED participates

in the Group’s incentive arrangements or pension plan or receives any

other beneﬁts other than where travel to the Company’s registered ofﬁce

is recognised as a taxable beneﬁt in which case a NED

may receive the

grossed-up costs of travel as a beneﬁt. Non-Executive Directors are entitled

to reimbursement of reasonable expenses (including any tax thereon).

Fees are reviewed annually and are paid in cash or shares. Non-Executive

Directors also have the beneﬁt of a qualifying third-party indemnity from the

Company and directors’ and ofﬁcers’ liability insurance.

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#### Annual Report on Remuneration

Unaudited information

Implementation of Remuneration Policy in 2023

This section provides an overview of how the Remuneration & Talent Committee is proposing to implement

our Remuneration Policy in 2023 for the Executive Directors.

Base salary

The Remuneration & Talent Committee is proposing no salary increases for the CEO and the CFO for 2023.

This is to reflect the wider macroeconomic context and demonstrates Energean’s responsible approach

to pay. We will be making targeted increases for other members of the Executive Committee and the

broader workforce, being particularly mindful of the need to protect lower earners within the workforce.

Salary

1 January

2023

Salary for

2022

%

increase

Mathios Rigas (CEO)

£750,000

£750,000

No increase

Panos Benos (CFO)

£600,000

£600,000

No increase

Pension

Both Executive Directors are entitled to receive a pension equivalent to 4% of their base salary. This

rate aligns to the rate offered to the wider workforce (based on the contribution available to the Greek

workforce).

Benefits

Mathios Rigas and Panos Benos receive a contractual benefits package worth £48,000 p.a. and £25,000

p.a. respectively.

Annual bonus

The annual bonus plan structure for 2023 will be unchanged from 2022, with a maximum bonus opportunity

of 200% of annual salary for both of the Executive Directors. One-third of any bonus earned will continue

to be deferred into DBP shares. The annual bonus for 2023 will be determined by a bonus scorecard that

is aligned with strategic priorities for the year ahead. For 2023, the Committee has simplified the bonus

scorecard, narrowing the focus to fewer key metrics and objectives.

Area of focus

Weighting

Operational

(Including production, cost of production and growth targets)

40%

Financial, Commercial and Risk (40%)

(Including targets around liquidity, debt and contracting)

40%

Sustainability (20%)

(Including targets around emissions, net-zero transition, health and safety

and diversity and inclusion)

20%

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The precise targets for these performance measures in relation to the financial year 2023 are deemed

commercially sensitive. However, retrospective disclosure of the targets and performance against them

will be provided in next year’s Remuneration Report to the extent that they do not remain commercially

sensitive at that time. In the event of unforeseen acquisitions, divestments or investments during the year,

the Remuneration & Talent Committee would consider how performance targets should be adjusted to

ensure that they remain appropriately challenging and would explain any such adjustments in next year’s

Remuneration Report.

The Remuneration & Talent Committee has discretion, where it believes it to be appropriate, to override

any formulaic outcome arising from the bonus plan.

Long-term incentive plan

The Executive Directors will receive an award under the LTIP during 2023 over shares worth 200% of annual

salary at grant. Awards will vest three years after grant and be subject to an additional two-year holding

period. The proposed performance measures for the 2023 award are consistent with the measures for

the 2022 award and are set out below.

Performance measure

Proportion of award

determined by

measure

Threshold

Performance

Maximum

Performance

Relative Total Shareholder

Return over 3 Financial

Years

61

50%

Median ranking

12.5% of award

Upper quartile ranking

50% of award

Absolute Total Shareholder

Return over 3 Financial Years

30%

8% p.a.

7.5% of award

12% p.a.

30% of award

Average Scope 1 and 2 CO

2

emissions (kgCO

2

/ boe) over

3 Financial Years

20%

18 kgCO

2

/ boe

5% of award

6 kgCO

2

/ boe

20% of award

The Committee reflected on the performance measures and targets that would apply for the 2023

LTIP award and considered that the metrics and targets that applied for the 2022 award continue to be

appropriate. However, there has been an update to the TSR peer group to reflect the Company’s current

size, markets and operations with VAR Energi, Ithaca Energy, and the FTSE 250 index replacing Lundin,

Jadestone and Genel. NewMed Energy was formerly known as Delek Drilling.

For the TSR metrics, the Committee recognised that continued strong share price performance over

recent months means there is a strong ‘base effect’ that means strong outperformance will need to be

maintained to generate a payout under the incentive. For the average emissions target, these targets are

regarded as continuing to be stretching in the context of the Company’s ESG and production strategy over

the performance period.

Vesting is calculated on a straight-line basis for performance between the threshold and maximum

performance targets. The Remuneration & Talent Committee has discretion, where it believes it to be

appropriate, to override any formulaic outcome arising from the LTIP. Typically, this will only be exercised

in a negative direction.

61

Total Shareholder Return performance for the 2023 LTIP award will be measured against the following peer group: Aker BP,

NewMed Energy, Isramco Negev 2, Tamar Petroleum, Ratio Energies, Kosmos Energy, Harbour Energy, Capricorn Energy, Tullow

Oil, Diversified Energy Company, Serica Energy, Seplat Energy, Var Energi, Ithaca Energy, the FTSE 250 index and the FTSE 350

Oil, Gas, Coal Index.

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Non-Executive Director remuneration

The table below shows the fee structure for Non-Executive Directors for 2023. Fee levels are unchanged

from 2022. Non-Executive Director fees are determined by the full Board except for the fee for the Chair

of the Board, which is determined by the Remuneration & Talent Committee.

2023 fees

Chair of the Board all-inclusive fee

£220,000

Basic Non-Executive Director fee

£55,000

Senior Independent Director additional fee

£10,000

Audit & Risk Committee Chair additional fee

£25,000

Environment, Safety & Social Responsibility Chair additional fee

£15,000

Remuneration & Talent Committee Chair additional fee

£15,000

Audited information

The information provided in this section of the Remuneration Report up until the ‘Unaudited information’

heading on page 144 is subject to audit.

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Single total figure of remuneration

The following table sets out the total remuneration for Executive Directors and Non-Executive Directors for 2022 with comparative figures for 2021.

2022 (£ ‘000)

2021 (£ ‘000)

Salary

and

fees

Pension

62

Beneﬁts

Annual

bonus

63

LTIP

64

Total

Fixed

Total

Variable

Total

Salary

and

fees

Pensions

Beneﬁts

Annual

bonus

LTIP

65

Total

Fixed

Total

Variable

Total

66

Executive Directors

Mathios Rigas

750

30

48

1,059

3,974

828

5,033

5,861

675

27

48

1,080

2,969

750

4,049

4,799

Panos Benos

600

24

25

847

2,650

649

3,497

4,146

525

21

25

735

1,881

571

2,616

3,187

Non-executive directors

67

Karen Simon

220

–

–

–

–

220

–

220

150

–

–

–

–

150

–

150

Andrew Bartlett

82

–

–

–

–

82

–

82

68

–

–

–

–

68

–

68

Robert William

Peck

29

–

–

–

–

29

–

29

59

–

–

–

–

59

–

59

Stathis

Topouzoglou

55

–

–

–

–

55

–

55

54

–

–

–

–

54

–

54

Amy Lashinsky

55

–

–

–

–

55

–

55

54

–

–

–

–

54

–

54

Kimberley Wood

70

–

–

–

–

70

–

70

60

–

–

–

–

60

–

60

Andreas

Persianis

55

–

–

–

–

55

–

55

55

–

–

–

–

55

–

55

Roy Franklin

72

–

–

–

–

72

–

72

12

–

–

–

–

12

–

12

62

Pension/ Benefits

– In 2022, Mathios Rigas and Panos Benos received a pension allowance worth 4% of salary (equivalent to the Greek wider workforce) and a separate benefits allowance worth £48,000

and £25,000 respectively.

63

Annual bonus

– bonus payments are paid two-thirds in cash and one-third in deferred shares. Deferred shares vest after two years. Details of the performance measures and targets are set out in the

following section.

64

2020 LTIP

–The 2020 LTIP were subject to performance conditions measured to 31 December 2022. The award is due to vest at 85% of maximum. The amount shown is the indicative vesting value

using the average share price in Q4 2022 (£13.84). The awards will vest in March 2023. Following a two-year holding period they will become exercisable from March 2025. For this award, an estimated

£2,683k and £1,789k is related to share price appreciation between the grant date and vesting date for the CEO and CFO respectively. The award value includes 10,384 and 6,922 dividend equivalents for

the CEO and CFO respectively, valued at the Q4 share price.

65

2019 LTIP

– In the 2021 Annual Remuneration Report, the amount shown for share awards in 2021 included the indicative vesting value of the 2019 LTIP award that was subject to performance

conditions measured to 31 December 2021. The figure shown in the table above represents the subsequent value received on the vesting date of 28 March 2022 using the share price on that date

(£11.50). These awards are subject to a two-year holding period.

66

Total remuneration

paid to Directors in respect of 2022 is £10,645k (2021: £8,498k).

67

Non-executive directors

– Roy Franklin joined the board on 13 October 2021. Robert Peck did not seek re-election to the board at the 2022 AGM, and therefore stepped down on board on 26 May 2022.

There were no other changes to

the board in 2021 or 2022.

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Annual bonus

The maximum annual bonus opportunity for the Executive Directors in 2022 was 200% of salary for both

Executive Directors. Two-thirds of any bonus will be paid in cash with the remaining third granted in shares

under the DBP which vest two years post grant. Performance measures and targets applying to the 2022

annual bonus, along with performance achieved, are set out below. Further detail on the respective areas

of performance follows the summary table.

Summary of performance achieved

A summary of the performance achieved for the 2022 bonus is set out below. Additional detail is then

provided for each element of the bonus in the tables below.

Performance Measure

Weighting

% vesting

Operational goals

45%

19.1%

Commercial goals

15%

13.0%

Financial and Risk goals

20%

20.0%

Sustainability goals

20%

18.5%

Total

100%

70.6%

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Operational goals (45%)

Operational goals were based on delivery of projects, production, cost of production and reserves targets. Vesting ranges applied to all targets within this element.

Performance

measure

Proportion of

bonus

Threshold

performance

0% vesting

Target

performance

50% vesting

Maximum

performance

100% vesting

Actual

performance

% of maximum

bonus payable

Projects

(20%)

Karish Start-up

date

5%

Target range was 1 August 2022 to 31 October 2022 with

vesting on straight-line basis

26 October 2022

0.3%

Practical

Completion

5%

Target range was 6 to 8 weeks

Not completed

0.0%

End year progress

on major projects

(weighted by

CapEx)

5%

Combined performance/ project progress of NEA-NI,

Epsilon, Argo-Cassiopeia, KN/2nd export riser and Module

10 projects, weighted by capex

64%

3.2%

Israel 2022 drilling

programme costs

5%

$153m

$140m

$133m

$133m

5.0%

Production

(10%)

Israel production

5%

15 kboepd

20 kboepd

25 kboepd

5.3 kboepd

0.0%

Production outside

Israel

5%

35 kboepd

37 kboepd

39 kboepd

35.8 kboepd

1.0%

Cost of

production

(10%)

Group Cost of

Production

10%

$15.4 $/boe

$13.0 $/boe

$11.1 $/boe

$13.2 $/boe

4.6%

Reserves and

resources

(5%)

Group Volumes

5%

29 MMboe

56 MMboe

83 MMboe

111.4 MMboe

5.0%

TOTAL

19.1%

Commercial (15%)

Commercial goals were assessed on a holistic basis based on agreed targets. Targets included those around new gas contracting, portfolio rationalisation and

developing a marketing agreement for Israel crude.

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Performance measure

Proportion of bonus

Achievement

Performance assessed against targets on

holistic basis

% of maximum bonus

payable

Commercial

(15%)

New Gas Contracting

5%

–

Successfully maintained contracted

sales for all gas reserves; signed new

agreements on spot interruptible terms to

maximize potential revenue.

–

Signiﬁcant growth in gas sales in Italy,

Egypt and Croatia which all saw signiﬁcant

unit and overall revenue improvement.

5.0%

Rationalisation of Portfolio/

Portfolio management

5%

–

NEHO farmout agreed.

–

Refocusing of Italian portfolio retaining

short term cashflow from producing assets

–

Additional conﬁdential portfolio

management

3.0%

Marketing agreement for Israel

crude

5%

–

Agreed new liquid offtake agreement

–

Built a sales and logistics capability out of

new team members and transferred skills

from other countries.

5.0%

TOTAL

13.0%

Financial and Risk (20%)

Financial goals included a vesting range for available liquidity, as well as risk goals that were assessed on a holistic basis by the Committee.

Performance

measure

Proportion of

bonus

Threshold

performance

0% vesting

Target

performance

50% vesting

Maximum

performance

100% vesting

Actual

performance

% of maximum

bonus payable

Financial and

Risk

(20%)

Available Liquidity

12.5%

$200m

$300m

$400m

$720m

12.5%

Risk strategy

7.5%

–

Initiatives included the roll out of S4/HANA across the group, which was live

from Q2 2022, and response to internal audit issues. The Committee recognised

strong progress on this element and approved a vesting outcome of 100%.

7.5%

TOTAL

20.0%

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Sustainability (20%)

The sustainability element included targets relating to carbon emissions reduction, our sustainability rating, HSE targets and broader work on developing our new

DEI approach.

Performance

measure

Proportion of

bonus

Threshold

performance

0% vesting

Target

performance

50% vesting

Maximum

performance

100% vesting

Actual

performance

% of maximum

bonus payable

Climate

change

(10%)

Reduce carbon

emissions intensity

2%

-5%

-10%

-15%

-12.6%

1.5%

Sustainalytics

rating

3%

Top 20%

Top 15%

Top 10%

Top 8%

3%

CCS project

progress

2%

–

Successful ﬁnalisation of pre-FEED and commencement of FEED

–

Commencement of ESIA

–

Grant of the exploration licence on 1 October 2022

2%

Progress transition

to net-zero

3%

–

All climate change projects progressed, including in Italy on the replacement

of gas-driven compressors and in Egypt, the pilot flare optimization FEED has

been tendered.

–

All operated sites have purchased green electricity resulting in an absolute

carbon emissions reduction of 5%.

2.8%

HSE

(5%)

Recordable

Incidents – LTIF

1.5%

0.65

0.6

0.5

0.45

1.5%

Recordable

Incidents – TRIR

1.5%

1.3

1.2

1

1.14

1%

Overall HSE

performance

2%

–

Signiﬁcant progress across Israel, Italy, Greece and Egypt in developing

HSEMS and aligning with the Group HSEMS and guidance.

–

HSE management software is fully implemented in Israel and in progress in

Greece and Italy.

1.7%

Culture and

D&I

(5%)

Setting up D&I

benchmarks and

standards

5%

–

DEI Benchmarking completed in Q3 2022 using the Centre of Global Inclusion

benchmark tool.

–

DEI policy ﬁnalized and approved.

–

Targets agreed with the Board based on DEI benchmark.

5%

TOTAL

18.5%

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CORPORATE GOVERNANCE

The overall outcome for the 2022 annual bonus was therefore:

Total bonus payable

% of maximum

Total bonus payable

£’000 and % of annual

salary

Mathios Rigas

70.6%

£1,059,000

(141% of salary)

Panos Benos

70.6%

£847,200

(141% of salary)

The Remuneration & Talent Committee considered this bonus outcome in light of the Group’s overall

financial and operational performance during 2022 and was satisfied that it was appropriate and that

no discretionary adjustment to the outcome was required. This outcome is lower than 2021, reflecting

the significant performance achievements in the year while being cognisant of some limited operational

challenges earlier in the year with the FPSO, and the broader macroeconomic environment.

LTIP awards vesting during the financial year

The share award granted at the start of the 2020 financial year was subject to performance measured

between 1 January 2020 and 31 December 2022. The value of this award is set out below.

Number of

shares awarded

Value at

award date

68

Number of

shares vesting

69

Estimated

vesting value

Mathios Rigas

325,615

£1,350,000

276,773

£3,830,748

Panos Benos

217,077

£900,000

184,515

£2,553,836

The performance conditions that applied to this award are set out below

Weighting

Threshold

(25% vesting)

Maximum

(100%

vesting)

Performance

achieved

Payout

level

(% of

maximum)

Relative TSR

70

50%

Median

Upper Quartile

Ranked above

the Upper

Quartile

100%

Absolute TSR

30%

8% p.a.

12% p.a.

15.6% p.a.

100%

Average

Scope 1 and 2

CO2emissions

(kgCO2 / boe)

over 3 Financial

years

71

20%

18 kgCO

2

/

boe

6 kgCO

2

/ boe

18 kgCO

2

/

boe

25%

Strong TSR performance, including on a relative and absolute basis, meant the award vested at 85%

of maximum. There was threshold achievement of the average Scope 1 and 2 emissions performance

condition. The delays to first gas at Karish, which was largely the result of COVID-19 postponing delivery

of the FPSO, impacted the level of achievement of the average emissions measure. The Committee

determined that no adjustment to the targets should be made despite this impact on achievement arising

from an unforeseen factor outside management’s control.

68

Value at award date based o

n grant price of £4.15.

69

Straight-line vesting applies for all performance conditions.

70

Comparator group for the 2020 LTIP award comprises Capricorn Energy (formerly Cairn Energy), Enquest, Genel Energy,

Gulf

Keystone Petroleum, Hurricane Energy, Kosmos Energy, Nostrum Oil & Gas, Pharos Energy, Isramco Negev 2 LP,

Harbour Energy,

Ratio Energies, Rockhopper Exploration, Seplat Energy, Tamar Petroleum and Tullow Oil.

71

The carbon emissions targets for this award was incorrectly stated in the 2020 annual report as delivering 0% vesting for threshold

performance instead of the intended 25% vesting. The error has been corrected in this table to reflect the award documentation

and the intentions of the Remuneration & Talent Committee when setting the targets for this award. This also applies to the 2021

and 2022 LTIP award

s.

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This award was granted in March 2020, when share prices were impacted by the status of the project

which at that point had already started experiencing delays linked to Covid. At the time of award, the

Committee committed to reviewing the vesting level of the award, being particularly mindful of the need

to mitigate windfall gains. As disclosed at grant, the Committee made no prior adjustment to the award

level. In part this was because 30% of the award was based on an absolute TSR measure assessed

from the start of 2020 with a highly challenging base point based on the average share price in Q4 2019

(i.e. before the COVID-19 price impact).

The 2020 LTIP was granted using a share price of £4.15 and resulted in 325,615 being made under

award to the CEO and 217,077 shares for the CFO. This was a reduction on the 2019 grant price (£7.60),

and a more limited reduction on the 2018 grant price (£5.34). Below we set out the details for prior and

subsequent awards for the CEO for context.

Grant date

Grant price

(5 day average)

Number of

shares made

under award

Face value of

award at grant

FY18 grant

12-Jul-18

£5.34

252,904

£1,350k

FY19 grant

28-Mar-19

£7.61

177,309

£1,350k

FY20 grant

26-Mar-20

£4.15

325,615

£1,350k

FY21 grant

26-Apr-21

£8.06

167,410

£1,350k

The formulaic outcome of the award is 85% of maximum. This is based on maximum achievement of the

relative TSR and stretching absolute TSR targets, as well as threshold achievement of our average Scope

1 and Scope 2 emissions targets.

The Committee recognise that this is an outcome that reflects strong performance of the executive team

over the performance period.

The Committee has considered the matter of windfall gains in some detail and has been presented with

analysis from a variety of perspectives, including:

–

Sector perspective, and sector specific factors

–

Relative and absolute TSR performance (excluding any COVID-19 impact)

–

Underlying operational performance

–

Remuneration out-turns, including peer comparisons

As part of the process we wrote to and sought feedback from our major shareholders. Taking a range of

factors into account, we have concluded that we do not consider it appropriate to make any downwards

adjustment and we consider the overall out-turn to be reflective of the executive team’s overall performance

over the period, as well as the inherent commodity price risk in our sector.

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In reaching this decision, the Committee considered the following factors:

Wholesale prices

Energean’s market value is heavily influenced by the commodity markets.

Prevailing commodity prices at the point LTIPs are granted will therefore

always impact the number of shares made under award. This volatility due

to commodity prices means there will be years where a higher number

of shares are awarded due to lower gas prices (e.g. for the 2020 award)

but other years when the number of shares will be elevated. For example,

assuming the gas price remains elevated, the share price will reduce the

grant level for 2023. This variability is inherent in the business model, and it

is recognised will sometimes beneﬁt and sometimes penalise participants

(i.e. participants take ‘the rough with the smooth’).

Adjusting where the share price is lower (e.g. for the 2020 award) and taking

no action when commodity prices are elevated, and where management

is penalised as a consequence (e.g. as could potentially be for the case for

the 2023 award) means there is an element of asymmetry in the general

approach of reductions due to share price falls. This is an important sector

consideration from the perspective of fairness to participants.

Energean’s operational

successes

The company has achieved signiﬁcant milestones over the performance

period (including ﬁrst gas from Karish, three quarters worth of dividends

declared, and new gas ﬁeld discoveries). During 2020, the management

team responded quickly to the operational challenges, and at the end of

2020 we were reporting on our strategic successes. We closed the strategic

acquisition of Edison E&P in December 2020 and expanded our operational

footprint to nine countries, becoming one of the largest listed E&P

companies on the London Stock Exchange. It was a landmark year. This

exceptional performance has been sustained over the three- year period.

This includes the following key achievements:

–

Achieved ﬁrst gas at Karish, our flagship gas project offshore Israel

–

Fully integrated Edison E&P

–

Closed the acquisition of Kerogen’s 30% holding in Energean Israel

Limited

–

In 2021, issued two new bond programmes, raising $2.5 billion and

$450 million respectively, which ﬁxed interest rates ahead of the rise in

global rates, protecting the balance sheet for our shareholders

–

Implemented a quarterly dividend programme

Performance

conditions on the

award

The award is subject to robust performance conditions. 50% of the award

is based on relative TSR – given the TSR peer group is composed of similar

peer companies, all of which will experience the beneﬁts of commodity

price increases, the award is signiﬁcantly based on outperformance of

the market (rather than simply momentum in wholesale prices). The TSR

assessment (both relative and absolute TSR) utilises average share prices

in Q4 2019, i.e. there is no element of any COVID-19 share price dip in this

calculation.

Absolute TSR is a

performance condition

Challenging absolute TSR targets (worth 30% of the award) are based on

the share price in Q4 2019 rather than the grant price. This strips out the

impact of COVID-19 on this element of the award.

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Performance vs. peers

Energean has outperformed the sectoral-focused FTSE 350 Oil, Gas, Coal

Index (since 1 October 2019). This positive outperformance indicates

that the overall share price recovery is largely driven by intrinsic business

success, rather than simply external factors. Our relative TSR performance

against peer companies is also all the more impressive given our ﬁxed-price

contract model means our peers beneﬁt disproportionately from the

commodity price environment.

Holding period

Vesting awards are subject to a 2-year holding period. As such, there is

signiﬁcant opportunity for any share price performance not substantiated

by the fundamentals of the Company (e.g. based on ‘tailwinds’ of the

commodity price) to abate by the point the awards are released to

participants.

The Committee considered the overall incentive out-turn in the context of management’s significant

achievements over the period, as well as shareholders’ experience. The Committee also reviewed

historical total compensation outcomes for peer companies as part of the review. Our conclusion was

that the overall incentive outcomes feel to us very supportable in the context of performance, and the

Committee did not feel we should be scaling back.

LTIP awards granted during the financial year

An award was granted under the LTIP to selected senior executives, including the Executive Directors,

in April 2022. This award is subject to the performance conditions described below and will vest in April

2025 with a subsequent two-year holding period for any vested shares to April 2027.

As disclosed last year, the CEO’s salary was uplifted for 2022 but with the uplift conditional on the

achievement of First Gas. Upon achievement of First Gas, his LTIP award was therefore uplifted to reflect

his awarded salary for the year. In the table both the initial grant and the uplift grant are shown.

Type of

award

Date of

grant

Maximum

number

of

shares

72

Face

value

(£)

Face value

(% of

salary)

Threshold

vesting

End of

performance

period

Mathios

Rigas

Conditional

share

award

1 April 2022

116,119

£1,350,000

200%

25% of

award

31 December

2024

Conditional

share

award

9 December

2022

11,533

£150,000

31 December

2024

Panos

Benos

Conditional

share

award

1 April 2022

103,216

£1,200,000

200%

25% of

award

31 December

2024

As disclosed in last year’s report, an administrative error meant that Panos Benos’ 2021 LTIP award was

granted over his prior year salary and therefore a further grant was made in April 2022 over the balancing

number of shares (18,601) to correct this. The performance conditions that apply to this are as set out in

the 2021 Director’s Remuneration Report.

Vesting of the 2022 LTIP awards is subject to satisfaction of the following performance conditions. Vesting

is calculated on a straight-line basis for performance between the threshold and maximum performance

targets. Any LTIP vesting is at the discretion of the Remuneration & Talent Committee. They will consider

the vesting level at the end of the performance period to ensure the final outcome is appropriate and

reasonable.

72

The maximum number of shares that could be awarded has been calculated using the share price of £11.626 (average closing

share price for the five dealing days prior to grant) and excludes any additional shares that may be awarded in relation to

dividends accruing during the vesting and holding periods. The price used for the additional grant to reflect the uplifted CEO

salary following First Gas was £13.00.

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The targets that apply to this award were disclosed in the 2021 Director’s Remuneration Report and are

set out again below.

Performance measure

Proportion

of award

determined by

measure

Threshold

performance

Maximum

performance

Relative Total Shareholder

Return over three-year

performance period

73

50%

Median ranking

12.5% of award

Upper quartile ranking

50% of award

Absolute Total Shareholder

Return over three-year

performance period

30%

8% p.a.

7.5% of award

12% p.a.

30% of award

Average Scope 1 and 2 CO

2

emissions (kgCO

2

/ boe) over

3 Financial Years

20%

18 kgCO

2

/boe

5% of award

10

6 kgCO

2

/boe

20% of award

Loss of office payments/ payments to former directors

There have been no payments to former Directors or payments to Directors for loss of office during 2022.

Statement of Directors’ shareholding and share interests

Executive Directors are expected to achieve a holding of shares worth 200% of salary. The Remuneration

& Talent Committee reviews ongoing individual performance against this shareholding requirement

at the end of each financial year. Both Executive Directors currently exceed their minimum guideline.

The number of shares held by Directors as at 31 December 2022 is set out below:

Number of shares as at 31 December

2022

74

Shares owned

outright

Interests

in share

incentive

schemes,

subject to

performance

conditions

Interests

in share

incentive

schemes,

subject to

employment

Percentage

of Issue

Share Capital

(minus LTIP

and DBP

shares)

Share

ownership

guidelines

met?

(3)

Director

LTIP

DBP

Mathios Rigas

14,854,444

643,961

68,926

8.34%

Yes

Panos Benos

3,414,010

467,402

46,397

1.92%

Yes

Karen Simon

232,072

0.13%

n/a

Andrew Bartlett

5,554

0.00%

n/a

Robert William

Peck

75

6,755

0.00%

n/a

Stathis Topouzoglou

16,863,674

9.47%

n/a

Amy Lashinsky

1,507

0.00%

n/a

Kimberley Wood

0

0.00%

n/a

Andreas Persianis

0

0.00%

n/a

Roy Franklin

0

0.00%

n/a

73

Peer group for the 2022 LTIP: Aker BP, Lundin Energy, NewMed Energy, Isramco Negev 2 LP, Tamar Petroleum, Ratio Energies,

Kosmos Energy, Harbour Energy, Capricorn Energy PLC (formerly Cairn Energy), Tullow Oil plc, Diversified Energy Company,

Jadestone Energy, Serica Energy, Seplat Energy, Genel Energy and the FTSE 350 Oil, Gas, Coal inde

x.

74

For the purposes of determining the value of Executive Director shareholdings, the individual’s current annual salary and the share

price as at 31 December 2022 has been used (£13.09 per share)

75

Robert Peck retired from the Board on 26 May 2022

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CORPORATE GOVERNANCE

Unaudited information

The information provided in this section of the Remuneration Report is not subject to audit.

Performance graph and CEO remuneration table

The chart below compares the Total Shareholder Return performance of the Company over the period

from Admission to 31 December 2022 to the performance of the FTSE 350 Oil, Gas and Goal Index.

This index has been chosen because it is a recognised equity market index of which the Company is a

member. The base point in the chart for the Company equates to the Offer Price of £4.55 per share.

0

50

100

150

200

250

300

350

400

Mar 18

Jun 18

Sep 18

Dec 18

Mar 19

Jun 19

Sep 19

Dec 19

Mar 20

Jun 20

Sep 20

Dec 20

Mar 21

Jun 21

Sep 21

Dec 21

Mar 22

Jun 22

Sep 22

Dec 22

Energean

FTSE 350 Oil, Gas, Coal Index

The table below summarises the CEO single figure for total remuneration, annual bonus pay-outs and

long-term incentive vesting levels as a percentage of maximum opportunity over this period.

2022

2021

76

2020

2019

2018

CEO single ﬁgure of remuneration

£’000

£5,861k

£4,799k

£1,608k

£1,134k

£1,581k

Annual bonus pay-out (as a % of

maximum opportunity)

70.6%

80.0%

84.8%

37.9%

82.1%

LTIP vesting out-turn (as a % of

maximum opportunity)

1

85.0%

75.4%

n/a (no

award

vested in

2020)

n/a (no

award

vested in

2019)

n/a (no

award

vested in

2018)

76

The 2021 LTIP value is an average based on two awards that completed in 2021. The 2018 LTIP award that completed in June

2021 vested at 77.9% of maximum. The 2019 LTIP award that completed in December 2021 vested at 72.8% of maximum

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CORPORATE GOVERNANCE

Percentage change in remuneration of the Board of Directors

The chart below shows the percentage change in annual salary, benefits and bonus for each Executive and Non-Executive Director compared with the average for all

Company employees between 2020 and 2022.

Annual Percentage Change table

Salary

change

(2021 to

2022)

Beneﬁts

change

(2021 to

2022)

Annual

bonus

change

(2021 to

2022)

Salary

change

(2020 to

2021)

Beneﬁts

change

(2020 to

2021)

Annual

bonus

change

(2020 to

2021)

Salary

change

(2019 to

2020)

Beneﬁts

change

(2019 to

2020)

Annual

bonus

change

(2019 to

2020)

Average for all employees

77

21.54%

32.03%

33.91%

8.88%

16.13%

40.6%

6.2%

-8.70%

12.49%

Executive Directors

Mathios Rigas

11.11%

4.00%

-1.90%

0.0%

-36.0%

25.9%

0%

0%

+124%

Panos Benos

14.29%

6.52%

15.31%

16.7%

-50.0%

28.5%

0%

0%

+124%

Non-Executive Directors

Karen Simon

50.00%

–

–

0%

0%

0%

0%

0%

0%

Andrew Bartlett

20.78%

–

–

0%

0%

0%

0%

0%

0%

Robert William Peck

78

–

–

–

0%

0%

0%

0%

0%

0%

Stathis Topouzoglou

2.33%

–

–

0%

0%

0%

0%

0%

0%

Amy Lashinsky

2.33%

–

–

0%

0%

0%

0%

0%

0%

Kimberley Wood

16.67%

–

–

0%

0%

0%

0%

0%

0%

Andreas Persianis

0.00%

–

–

0%

0%

0%

0%

0%

0%

Roy Franklin

79

–

–

–

0%

0%

0%

–

–

–

77

Average employee pay has been calculated on a full-time equivalent basis based on all employees of Energean

plc.

78

Robert Peck did not receive a full year’s salary for 2022 having retired from the Board at the conclusion of the 2022 AGM held in May 2022. He received £28.7k for 2022 and no comparison has been made

to his 2021 salary.

79

Roy Franklin did not receive a full year’s salary for 2021 having joined the Board in October 2021. He received £12k for 2021 and no comparison has been made to his 2022 salary.

Page 145 of 255

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CORPORATE GOVERNANCE

Since Energean plc only has 36 UK employees, it is exempt from the legislative requirement to disclose

a ratio between the remuneration of the CEO and UK employees. However, the Committee continues

to monitor the approach to remuneration that applies to the wider workforce. Further detail on the

Committee’s approach to the wider workforce is set out in the wider workforce section on page 147.

Relative importance of the spend on pay

The chart below illustrates the total expenditure on remuneration in 2021 and 2022 for all of the Company’s

employees compared to dividends payable to shareholders.

2022

$m

2021

$m

Change

Total expenditure on remuneration

85.3

94.6

(9.8)%

Dividends payable to shareholders/ share buybacks

106.5

nil

–

Consideration by the Directors of matters relating to Directors’ remuneration

The Remuneration & Talent Committee is chaired by Kimberley Wood. During the year, the Remuneration

& Talent Committee also comprised Karen Simon, Roy Franklin and Amy Lashinsky. Details of their

attendance is set out on page 100.

The Remuneration & Talent Committee met 6 times during 2022. Other attendees present at these meetings

by invitation were the Company Chair, the CEO, the CFO, the Head of HR and the Company Secretary.

No individual was in attendance when their own remuneration was being determined. The Committee is

mindful of the UK Corporate Governance Code and considers that it appropriately addresses the following

principles set out in the Code:

Clarity

This Remuneration Report provides open and transparent disclosure of

our executive remuneration arrangements for our internal and external

stakeholders. In terms of engagement with the wider workforce, Energean

has appointed Amy Lashinsky as the employee representative on the

Board. As part of this role, Amy will ensure that the “employee voice” will be

heard at the Board and will engage with employees to obtain their views on

decisions to be taken by the Board.

Simplicity and

alignment to culture

Variable remuneration arrangements for our executives are straightforward

with individuals eligible for an annual bonus and, at more senior levels, a

single long-term incentive plan. Performance measures used in these plans

are aligned with delivery of Group KPIs, key strategic Group objectives

and long term sustainable value creation. They are also aligned with our

commitment to adopt a responsible, sustainable business model.

Predictability

Our executive remuneration arrangements contain maximum opportunity

levels for each component of remuneration with variable incentive

outcomes varying depending on the level of performance achieved against

speciﬁc measures. The charts within our Remuneration Policy provide

estimates of the potential total reward opportunity for the Executive

Directors under our current Remuneration Policy.

Proportionality and risk

Our variable remuneration arrangements are designed to provide a fair and

proportionate link between Group performance and reward. In particular,

partial deferral of the annual bonus into shares, ﬁve-year release periods for

LTIP awards and stretching shareholding requirements that apply during

and post-employment provide a clear link to the ongoing performance of

the Group and therefore long-term alignment with stakeholders. We are also

satisﬁed that the variable pay structures do not encourage inappropriate

risk-taking.

Notwithstanding this, the Remuneration & Talent Committee retains an

overriding discretion that allows it to adjust formulaic annual bonus and / or

LTIP outcomes so as to guard against disproportionate outturns. Malus and

clawback provisions also apply to both the annual bonus and LTIP and can

be triggered in circumstances outlined in the Remuneration Policy.

Page 146 of 255

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CORPORATE GOVERNANCE

The Remuneration & Talent Committee is responsible for determining the Company Chair’s fee and all

aspects of Executive Director remuneration as well as the determination of other senior management’s

remuneration. The Remuneration & Talent Committee also oversees the operation of all share plans.

Full terms of reference of the Remuneration & Talent Committee are available on our website at

www.energean.com

.

During the year, the Remuneration & Talent Committee received independent and objective advice from

Deloitte LLP principally on market practice and pay governance for which Deloitte LLP was paid £75,700

fees (charged on a time plus expenses basis). Deloitte LLP is a founding member of the Remuneration

Consultants Group and as such, voluntarily operates under the code of conduct in relation to executive

remuneration consulting in the UK. Deloitte LLP has also provided advice to the Company in relation to

technology consulting, tax, direct and indirect tax compliance services, payroll services, and transaction

support services.

Workforce remuneration and engagement

The Committee considered the remuneration of the wider workforce when developing the new

Remuneration Policy in 2020/21. This review led to an adjustment to pensions. The designated NED

responsible for ensuring the “employee voice” is heard at the Board is Amy Lashinsky who is also a

member of the Remuneration & Talent Committee. The Board regularly receives analysis around the wider

workforce. For example, in their July meeting, they received an HR Update including a pay and benefits

analysis broken down by jurisdiction, and analysis of the gender pay gap and CEO pay ratio. This data

allows the Committee to make decisions around executive pay that is cognisant of the approach being

taken to pay across the Company.

During 2023, the Committee members will take part in staff events such as town halls meetings and meet

with staff in person and virtually.

Shareholder voting on remuneration resolutions

Votes for

Votes against

Votes withheld

Approval of the Directors’

Remuneration Policy 2021

AGM

103,849,415 (75.3%)

34,092,723 (24.7%)

–

Approval of the Annual

Report on Remuneration

2022 AGM

107,076,639 (80.3%)

26,288,210 (19.7%)

–

External Board appointments

Executive Directors are not normally entitled to accept a Non-Executive Director appointment outside

the Company without the prior approval of the Board. Neither of the current Executive Directors currently

holds any such appointment.

By order of the Board.

Kimberley Wood

Chair of the Remuneration & Talent Committee

22 March 2023

Page 147 of 255

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CORPORATE GOVERNANCE

#### Group Directors’ Report

The Directors are pleased to present their report on the affairs of the Group, together with the financial

statements for the year ended 31 December 2022. The Corporate Governance Statement set out on

pages 99

-

105 forms part of this report.

Details of significant events since the balance sheet date are contained in note 29 to the financial

statements on page

231. Details of financial instruments and financial risks are set out in note 26 to the

financial statements on page

s

220

-

228. An indication of likely future developments in the business of the

Company and its subsidiaries are included in the strategic report.

Details of the Company’s engagement with suppliers and customers and other key stakeholders is

covered in the section 172 (1) statement on pages

106

-09

.

In 2022, the Company introduced a new Enterprise Risk Management system as detailed on page 74.

The Group’s principal risks and uncertainties, are detailed on pages

78-93.

The Company recognises the benefits of diversity in the boardroom and believes that a wide range of

experience, backgrounds, perspectives, and skills generates effective decision-making. In 2022 the Board

approved a Diversity, Equity and Inclusion policy for the Group as detailed on page 53.

Results and dividends

The Group’s financial results for the year ended 31 December 2022 are set out in the consolidated financial

statements.

During 2022, the Directors announced the payment of the Company’s maiden interim dividends, in line

with the previously announced dividend policy. For the three months ended 30 June 2022, the Company

paid an interim dividend of $0.30 per ordinary share on 30 September 2022. For the three months

ended 30 September 2022, the Company paid a further interim dividend of $0.30 per ordinary share

on 30 December 2022. On 9 February 2023, the Company announced that for the three months ended

31 December 2022 the directors had declared an interim dividend of $0.30 per ordinary share to be paid

on 30 March 2023.

Capital structure

Details of the issued share capital are shown in note 19

to the financial statements. As at 31 December

2022, the Company’s issued share capital consisted of 178,040,505 ordinary shares of £0.01 each.

The Company has only one class of share, which carries no right to fixed income. Each share carries the

right to one vote at General Meetings of the Company. No person has any special rights of control over

the Company’s share capital and all issued shares are fully paid. There are no specific restrictions on the

size of a holding nor on the transfer of shares, which are both governed by the general provisions of the

Company’s Articles of Association (the “Articles”) and prevailing legislation. The Directors are not aware of

any agreements between holders of the Company’s shares that

may result in restrictions on the transfer

of securities or on voting rights. Details of employee share plans are outlined in note 3.15 to the financial

statements on page 185.

Directors’ appointments and powers

With regard to the appointment and replacement of Directors, the Company is governed by its Articles of

Association, the UK Corporate Governance Code, the Companies Act and related legislation. The powers

of Directors are described in the Articles and the Schedule of Matters Reserved for the Board, copies of

which are available on request.

Directors’ authority over shares

The authority to issue shares in the Company

m

ay only be granted by the Company’s shareholders and,

once granted, such authority can be exercised by the Directors. At the 2022 AGM, shareholders approved

a resolution for the Company to make purchases of its own shares to a maximum of 10% of its issued

Ordinary shares. This resolution remains in force until the conclusion of the AGM in 2023. As at

22

March

2023, the Directors had not exercised this authority. The Directors are proposing to renew this authority

at the 2023 AGM.

Page 148 of 255

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CORPORATE GOVERNANCE

There are a number of agreements entered into by members of the Group that take effect, alter or

terminate upon a change of control of the Company, such as commercial contracts and bank loans and

other financing agreements. The following significant agreements will, in the event of a change of control

of the Company, be affected as follows:

•

Under the 6.5% Senior Secured notes due 2027 ($450 million), upon a change of control (save

for certain exceptions) of the Company, each noteholder has the right to require the Company to

repurchase all or any part of that holder’s notes at a premium plus accrued and unpaid interest.

•

Under the Group’s $2.5 billion Senior Secured Notes, upon a change of control (save for certain

exceptions) of the Sponsor (Energean Israel Limited), or the Issuer (Energean Israel Finance

Limited), each noteholder has the right to require the Sponsor to repurchase all or any part of that

holder’s notes at a premium plus accrued and unpaid interest.

•

Under the 3 year $275million Revolving Credit Facility, which remains undrawn, upon a change

of control, within a short notice period, the Facility Agent is entitled to cancel the available

commitments of each lender and declare all amounts outstanding due and payable.

Furthermore, the Directors are not aware of any agreements between the Company and its Directors or

employees that provide for compensation for loss of office or employment that arises in relation to a

takeover.

Directors’ details

The biographical details and appointments of the Directors are set out on pages 94

–98

. All of the Directors

will offer themselves for re-election at the AGM in May 2023.

The Directors during the year were:

•

Karen Simon (Non-Executive Chair)

•

Mathios Rigas (Chief Executive Officer)

•

Panos Benos (Chief Financial Officer)

•

Roy Franklin (Senior Independent Non-Executive Director)

•

Andrew Bartlett (Independent Non-Executive Director)

•

Robert Peck (Independent Non-Executive Director) – Retired from the Board on 26 May 2022.

•

Efstathios Topouzoglou (Non-Executive Director)

•

Andreas Persianis (Independent Non-Executive Director)

•

Kimberley Wood (Independent Non-Executive Director)

•

Amy Lashinsky (Independent Non-Executive Director)

Articles of Association

The Company’s Articles

may only be changed by special resolution at a General Meeting of shareholders.

The Articles contain provisions regarding the appointment, retirement and removal of Directors. A Director

may be appointed by an ordinary resolution of shareholders in a General Meeting following nomination by

the Board (or member(s) entitled to vote at such a meeting). The Directors may appoint a Director during

any year; however, the individual must stand for re-election by shareholders at the next AGM.

Directors’ indemnities

During the financial year, the Company had in place a qualifying third party indemnity provision (as defined

in section 234 of the Companies Act 2006) for the benefit of each of its Directors and the Company

Secretary, pursuant to which the Company will, to the fullest extent permitted by law and to the extent

provided by the Articles of Association, indemnify them against all costs, charges, losses and liabilities

incurred by them in the execution of their duties. These indemnity provisions were updated during the

course of the year. The Company also has Directors’ and Officers’ liability insurance in place.

Political contributions

No political donations were made during the year (2021: nil).

Significant events since 31 December 2022

Details of significant events since the balance sheet date are contained in note 29 to the financial

statements on page 231.

Page 149 of 255

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CORPORATE GOVERNANCE

Substantial shareholdings

The Company has been notified in accordance with Chapter 5 of the Disclosure Guidance and Transparency

Rules (or otherwise) of the following holdings in the Company’s issued share capital:

Shareholder

Number of

Shares

Number of

Voting Rights

% of Issued

Share Capital

Oilco Investments Limited

16,765,024

16,765,024

9.42%

Growthy Holdings Co. Limited

13,948,260

13,948,260

7.83%

Clal Insurance Company Limited

13,570,462

13,570,462

7.62%

The Phoenix Holdings Ltd.

12,528,960

12,528,960

7.04%

BlackRock

7,472,075

7,472,075

4.20%

abrdn

6,648,532

6,648,532

3.73%

Vanguard Group

6,374,736

6,374,736

3.58%

Legal and General Investment

Management

5,761,348

5,761,348

3.24%

Annual General Meeting (AGM)

The Company’s AGM will be held in London in May 2023. Formal notice of the AGM will be issued

separately from this Annual Report and Accounts.

Registrars

The Company’s share registrar in respect of its ordinary shares traded on the London Stock Exchange

is Computershare Investor Services PLC, full details of which can be found in the Company Information

section on page 255.

Greenhouse gas (GHG) emissions reporting

Details of the Group’s emissions are contained in the Corporate Social Responsibility report on

pages

65

–

66

.

Directors’ statement of disclosure of information to auditor

Each of the Directors in office at the date of the approval of this annual report and accounts has confirmed

that, so far as such Director is aware, there is no relevant audit information (as defined in Section 418 of

the Companies Act 2006) of which the Company’s auditor is unaware; and such 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 Company’s auditor is aware of that information. This

confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the

Companies Act 2006.

Going concern

The Group carefully manages the risk of a shortage of funds by closely monitoring its funding position and

its liquidity risk. The going concern assessment covers the period from the date of approval of the Group

Financial Statements on 22 March 2023 to 30 June 2024 (the “Assessment Period”). The Assessment

Period has been extended such that it includes the $625 million bond repayment due in March 2024.

In forming its assessment of the Group’s ability to continue as a going concern, including its review of

the forecasted cashflow of the Group over the Forecast Period, the Board has made judgements about:

•

Reasonable sensitivities appropriate for the current status of the business and the wider macro

environment; and

•

the Group’s ability to implement the mitigating actions within the Group’s control, in the event these

actions were required.

After careful consideration, the Directors are satisfied that the Group and Company has sufficient financial

resources to continue in operation for the foreseeable future, for the Assessment Period from the date

of approval of the Group Financial Statements on 22 March 2023 to 30 June 2024. For this reason, they

continue to adopt the going concern basis in preparing the consolidated financial statements.

Page 150 of 255

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CORPORATE GOVERNANCE

Overseas branches and subsidiaries

Details of subsidiaries of the Group are set out in note 30

on pages 232

–

233

to the Financial Statements.

Hedging

Details of hedging are set out in note 26

on pages 220

–228

to the Financial Statements.

Independent auditor

Having reviewed the independence and effectiveness of the auditor, the Audit & Risk Committee has

recommended to the Board that the existing auditor, Ernst & Young LLP (“

EY

”), be reappointed. EY has

expressed its willingness to continue in office as auditor. An ordinary resolution to reappoint EY as auditor

of the Company will be proposed at the forthcoming AGM.

Requirements of the Listing Rules

The following table provides references to where the information required by Listing Rule 9.8.4R is

disclosed.

Listing Rule requirement

Listing Rule

Reference

Section

Capitalisation of interest

LR 9.8.4R (1)

Note 9/page 199

Publication of unaudited ﬁnancial information

LR 9.8.4R (2)

Not applicable

Long-term incentive schemes

LR 9.8.4R (4)

Director remuneration

report/ pages 123

–

147

and note 25

, page 220

of the ﬁnancial

statements

Director emoluments

LR 9.8.4R (5), (6)

No such waivers.

Allotment of equity securities

LR 9.8.4R (7), (8)

No such share

allotments

Listed shares of a subsidiary

LR 9.8.4R (9)

Not applicable

Signiﬁcant contracts with Directors and

controlling shareholders

LR 9.8.4R (10), (11)

Directors’ report/

pages 148

–

151

Dividend waiver

LR 9.8.4R (12), (13)

Not applicable

Board statement in respect of relationship

agreement with the controlling shareholder

LR 9.8.4R (14)

Not applicable

This Directors’ Report was approved by the Board and signed on its behalf by the Company Secretary on

22 March 2023.

By order of the Board

Eleftheria Kotsana

Company Secretary

22 March 2023

Company number: 10758801, 44 Baker Street, London W1U 7AL

Page 151 of 255

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CORPORATE GOVERNANCE

#### Statement of Directors’ Responsibilities

The Directors are responsible for preparing the annual report, and the Group and the Company financial

statements, in accordance with applicable United Kingdom 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 (UK‑adopted IAS) and have elected to prepare the

Company financial statements in accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting

Standard 101 Reduced Disclosure Framework (“

FRS 101

”).

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 the Company and of the profit or loss

of the Group and the Company for that period.

In preparing the Group and the Company financial statements the Directors are required to:

•

select suitable accounting policies in accordance with IAS 8 Accounting Policies, Changes in

Accounting Estimates and Errors and then apply them consistently;

•

make judgements and accounting estimates that are reasonable and prudent;

•

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 UK‑adopted IAS

(and in respect of the Company financial statements, FRS 101) is insufficient to enable users to

understand the impact of particular transactions, other events and conditions on the Group’s and

the Company’s financial position and financial performance;

•

in respect of the Group financial statements, state whether UK‑adopted IAS have been followed,

subject to any material departures disclosed and explained in the financial statements;

•

in respect of the Company financial statements, state whether applicable UK Accounting standards

including FRS 101 have been followed, subject to any material departures disclosed and explained

in the financial statements; and

•

prepare the financial statements on the going concern basis unless it is appropriate to presume

that the Company and/or the Group will not continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and

explain the Company’s and the Group’s transactions and disclose with reasonable accuracy at any time

the financial position of the Company and the Group and enable them to ensure that the Company and the

Group financial statements comply with the Companies Act 2006. They are responsible for safeguarding

the assets of the Group and Company and hence for taking reasonable steps to prevent and detect fraud

and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a strategic report,

directors’ report, directors’ remuneration report and corporate governance statement that complies with

that law and those regulations. The Directors are responsible for the maintenance and integrity of the

corporate and financial information included on the Company’s website.

Legislation in the UK governing the preparation and dissemination of financial statements may differ from

legislation in other jurisdictions.

Page 152 of 255

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CORPORATE GOVERNANCE

Directors’ responsibility statement Directors:

The Directors confirm, to the best of their knowledge:

•

that the consolidated financial statements, prepared in accordance with the Companies Act

2006 and UK‑adopted International Accounting Standards, give a true and fair view of the assets,

liabilities, financial position and profit of the parent company and undertakings included in the

consolidation taken as a whole;

•

that the annual report, including the strategic report, includes a fair review of the development and

performance of the business and the position of the company and undertakings included in the

consolidation taken as a whole, together with a description of the principal risks and uncertainties

that they face; and

•

that they consider the annual report and accounts, taken as a whole, is fair, balanced and

understandable and provides the information necessary for shareholders to assess the Group’s

and the Company’s position and performance, business model and strategy.

This responsibility statement was approved by the Board of Directors on 22

March 2023 and is signed on

its behalf by:

Matthaios Rigas

Director

22 March 2023

Panagiotis Benos

Director

22 March 2023

Page 153 of 255

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INDEPENDENT AUDITORS REPORT

#### Independent Auditor’s Report to the Members of Energean plc

Opinion

In our opinion:

•

Energean plc’s group financial statements and parent company financial statements (the “

financial

statements

”) give a true and fair view of the state of the group’s and of the parent company’s

affairs as at 31 December 2022 and of the group’s profit for the year then ended;

•

the group financial statements have been properly prepared in accordance with UK adopted

international accounting standards;

•

the parent company financial statements have been properly prepared in accordance with United

Kingdom Generally Accepted Accounting Practice; and

•

the financial statements have been prepared in accordance with the requirements of the Companies

Act 2006.

We have audited the financial statements of Energean plc (the

parent company

) and its subsidiaries (the

group

) for the year ended 31 December 2022 which comprise:

Group

Parent company

Group statement of ﬁnancial position as at

31 December 2022

Company statement of ﬁnancial position as at

31 December 2022

Group income statement for the year then ended

Company statement of changes in equity for the

year then ended

Group statement of comprehensive income for

the year then ended

Related notes 1 to 15 to the ﬁnancial statements

including a summary of signiﬁcant accounting

policies

Group statement of changes in equity for the year

then ended

Group statement of cash flows for the year then

ended

Related notes 1 to 31 to the ﬁnancial statements,

including a summary of signiﬁcant accounting

policies

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. The financial reporting

framework that has been applied in the preparation of the parent company financial statements is

applicable law and UK Accounting Standards, including FRS 101 Reduced Disclosure Framework (‘United

Kingdom Generally Accepted Accounting Practice’).

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 are independent of the group and parent in accordance with the ethical requirements that are relevant

to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed

public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these

requirements.

The non‑audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the

parent company and we remain independent of the group and the parent company in conducting the

audit.

Page 154 of 255

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INDEPENDENT AUDITORS REPORT

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis

of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’

assessment of the group and parent company’s ability to continue to adopt the going concern basis of

accounting included the following procedures:

•

In conjunction with our walkthrough of the group’s financial close process, we confirmed

our understanding of management’s going concern assessment process which included the

preparation of a base case cash flow model covering the period 22 March 2023 to 30 June 2024, a

reasonable worst‑case scenario and two reverse stress test scenarios.

•

We assessed the appropriateness of the duration of the going concern assessment period to

30 June 2024 and considered whether there are any known events or conditions that will occur

beyond the period.

•

We tested the integrity of the models used to calculate the forecast cash flows underlying the going

concern assessment and, where applicable, assessed consistency with information relevant to

other areas of our audit, including recent third‑party reserves and resources reports and deferred

tax asset recoverability assessments.

•

We assessed the reasonableness of the key assumptions included in the base case and reasonable

worst case cash flow models. Our evaluation of the key assumptions within the models included

comparing oil and gas price forecasts to external data, comparing forecast gas prices in Israel to

agreed sales contracts, verifying reserves and production estimates to the reserves report prepared

by management’s external specialist and ensuring consistency of forecast operating costs and

capital expenditure against approved budgets. We also searched for potentially contradictory

evidence that could indicate that management’s assumptions were inappropriate.

•

We challenged the amount and timing of mitigating actions available to respond to the reasonable

worst case, including deferring capital expenditure and reducing operational expenditure, and

assessing whether those actions were feasible and within the Group’s control.

•

We verified the starting cash position and the available financing facilities, including the two‑year

$350m financing facility signed subsequent to the year‑end date, reflected in the models to the

audit work we have performed on those balances, including our understanding of the key terms

and financial covenants associated with the facilities.

•

We verified any material, non‑recurring cash outflows or inflows to and from third parties were

reasonable and supported by relevant contractual terms or legal advice.

•

We evaluated the appropriateness of management’s two reverse stress test scenarios and

assessed the likelihood of such conditions arising during the going concern assessment period to

be remote.

•

We also performed our own further downside stress testing, concluding the likelihood of liquidity

being extinguished during the going concern assessment period under this adverse scenario to be

remote.

•

We reviewed the group’s going concern disclosures included in the financial statements in order

to assess whether the disclosures were appropriate and accurately reflected the outcome of the

Directors’ assessment process.

Our key observations

•

The directors’ assessment forecasts that the group will retain sufficient liquidity throughout the

going concern assessment period in both the base case and an unmitigated reasonable worst‑

case scenario.

•

The group are forecasting compliance with financial covenant ratios across over the going concern

assessment period.

•

The directors’ consider the reverse stress test scenarios to be remote based on forecast commodity

prices and production performance to date, forecasts for the period and the additional liquidity

provided by the recently secured two‑year $350m financing facility available to the group.

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 and parent

company’s ability to continue as a going concern for a period through to 30 June 2024.

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INDEPENDENT AUDITORS REPORT

In relation to the group and parent company’s reporting on how they have 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.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in

the relevant sections of this report. However, because not all future events or conditions can be predicted,

this statement is not a guarantee as to the group’s ability to continue as a going concern.

Overview of our audit approach

Audit scope

•

We performed an audit of the complete financial information of four

components and audit procedures on specific balances for a further

six components

•

The components where we performed full or specific audit procedures

accounted for 99% of Total assets, 99% of Revenue, and 99% of group

Loss before tax

Key audit matters

•

Risk of inappropriate estimation of oil and gas reserves

•

Accounting for first production in Israel

Materiality

•

Overall group materiality of $28.2 million which represents 0.5% of

group assets, adjusted to remove the amount of goodwill recognised

at the time of the group’s initial investments in Energean Israel Limited

and Edison E&P

An overview of the scope of the parent company and group audits

Tailoring the scope

Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality

determine our audit scope for each company within the group. Taken together, this enables us to form an

opinion on the consolidated financial statements. We take into account size, risk profile, the organisation

of the group and effectiveness of group‑wide controls, changes in the business environment, the potential

impact of climate change and other factors such as recent Internal audit results when assessing the level

of work to be performed at each company.

In assessing the risk of material misstatement to the group financial statements, and to ensure we had

adequate quantitative coverage of significant accounts in the financial statements, of the fifteen (2021:

sixteen) reporting components of the group, we selected ten (2021: ten) components covering entities

within Israel, Italy, Egypt, Greece, Cyprus, and the United Kingdom which represent the principal business

units within the group.

Of the ten components selected, we performed an audit of the complete financial information of four

components (“

full scope components

”) which were selected based on their size or risk characteristics.

For the remaining six components (“

specific scope components

”), we performed audit procedures on

specific accounts within that component that we considered had the potential for the greatest impact on

the significant accounts in the financial statements either because of the size of these accounts or their

risk profile.

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INDEPENDENT AUDITORS REPORT

The table below illustrates the coverage obtained from the work performed by our audit teams:

Reporting components

Number

% of group

total assets

% of group

revenue

% of group

loss before tax

Full scope

4

86%

91%

74%

Speciﬁc scope

1

6

13%

8%

25%

Full and speciﬁc scope coverage

10

99%

99%

99%

Remaining components

2

5

1%

1%

1%

Total reporting components

15

100%

100%

100%

1

The audit scope of these components may not have included testing of all significant accounts of the component but will have

contributed to the coverage of significant accounts tested for the group.

2

Of the remaining five (2021: six) components, none are individually greater than; 1% of the group’s total assets (2021: 1%), 1%

of group revenue (2021: 1%) and 1% of group loss before tax (2021: 1%). We performed other procedures to respond to any

potential risks of material misstatement to the consolidated financial statements, including the following:

•

analytical review procedures on an individual component basis;

•

testing of consolidation journals, intercompany eliminations and foreign currency translation calculations;

•

making enquiries of management about unusual transactions in these components; and

•

reviewed minutes of Board meetings held throughout the period.

Changes from the prior year

One component previously designated as full scope has been reclassified as specific scope for 2022 and

one component previously designated as a review scope has been reclassified as specific scope for 2022

(both presented within the specific scope caption above). These changes were as a result of our current

year assessment of the risks of material misstatement in the group’s significant accounts. In addition,

during the year a specific scope entities merged with a full scope entity seeing the overall number of

entities reduce to fifteen in 2022 from sixteen in 2021 (presented within the full scope caption above).

Involvement with component teams

In establishing our overall approach to the group audit, we determined the type of work that needed to be

undertaken at each of the components by us, as the primary audit engagement team, or by component

auditors from other EY global network firms operating under our instruction. Of the four full scope

components, audit procedures were performed on one of these directly by the primary audit team. For

the other three full scope components and for four specific scope components where the work was

performed by component auditors, we determined the appropriate level of involvement to enable us to

determine that sufficient audit evidence had been obtained as a basis for our opinion on the group as a

whole.

The group audit team continued to follow a programme of planned visits that has been designed to ensure

that the Senior Statutory Auditor visits principal business locations of the group on a rotating basis. During

the current year’s audit cycle, visits were undertaken by the primary audit team to the component teams

in Israel (twice), Italy and Egypt. These visits involved discussing the audit approach with component

teams including any issues arising from their work, meeting with local management. attending planning

and closing meetings and reviewing relevant audit working papers on higher risk areas. The primary team

interacted regularly with the component teams where appropriate during various stages of the audit,

reviewed relevant working papers and were responsible for the scope and direction of the audit process.

This, together with the additional procedures performed at group level, gave us appropriate evidence for

our opinion on the group financial statements.

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INDEPENDENT AUDITORS REPORT

Climate change

Stakeholders are increasingly interested in how climate change will impact Energean plc. The group

has determined that the most significant future impacts from climate change on their operations will be

from limited access to capital, increasing costs, reputational damage, and the potential for earlier asset

retirement, amongst others. These are explained on pages 20 to 32 in the required Task Force

on Climate‑

related Disclosures and on page 90 in the principal risks and uncertainties. They have also explained their

climate commitments on pages 20 to 32. All of these disclosures form part of the “Other information,”

rather than the audited financial statements. Our procedures on these unaudited disclosures therefore

consisted solely of considering whether they are materially inconsistent with the financial statements or

our knowledge obtained in the course of the audit or otherwise appear to be materially misstated, in line

with our responsibilities on “Other information”.

In planning and performing our audit we assessed the potential impacts of climate change on the group’s

business and any consequential material impact on its financial statements.

The group has explained in note 4.2 of the consolidated financial statements its articulation of how climate

change has been reflected in the financial statements including how this aligns with their commitment

to the aspirations of the Paris Agreement to achieve net‑zero emissions by 2050. Significant judgements

and estimates relating to climate change are also included in note 4.2. These disclosures also explain

where governmental and societal responses to climate change risks are still developing, and where the

degree of certainty of these changes means that they cannot be taken into account when determining

the recoverable amount of the group’s cash‑generating units in accordance with UK adopted international

accounting standards.

Our audit effort in considering the impact of climate change on the financial statements was focused

on evaluating management’s assessment of the impact of climate risk, physical and transition, their

climate commitments, the effects of material climate risks and the significant judgements and estimates

disclosed in note 4.2. We considered whether these have been appropriately reflected in management’s

assessment of impairment indicators, including the estimation of oil and gas reserves, and timing of

planned decommissioning activities in accordance with UK adopted international accounting standards.

As part of this evaluation, we performed our own risk assessment, supported by our climate change

internal specialists, to determine the risks of material misstatement in the financial statements from

climate change which needed to be considered in our audit.

We also challenged the Directors’ considerations of climate change risks in their assessment of going

concern and viability and associated disclosures. Where considerations of climate change were relevant

to our assessment of going concern, these are described above.

Based on our work we have considered the impact of climate change on the financial statements to to

impact the key audit matter linked to the risk of inappropriate estimation of oil and gas reserves. Details

of our procedures and findings are included in our explanation of the key audit matter below.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our

audit of the financial statements of the current period and include the most significant assessed risks

of material misstatement (whether or not due to fraud) that we identified. These matters included 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 our opinion thereon, and we do not provide a separate opinion

on these matters.

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INDEPENDENT AUDITORS REPORT

Risk of inappropriate estimation of oil and gas reserves

Key audit matter

description

Refer to the Audit & Risk Committee Report (pages

110 to 115); Accounting

policies (pages 174 to 191); and Notes 3.6, 3.8, 3.11, 4.2, and 12 of the

Consolidated Financial Statements

The estimation and measurement of oil and gas reserves is considered to

be a signiﬁcant risk as it impacts many material elements of the ﬁnancial

statements including impairment, decommissioning, deferred tax asset

recoverability and depreciation, depletion and amortisation (DD&A).

Reserve estimation is complex, requiring technical input based on

geological and engineering data. Management’s reserves estimates are

provided by external specialists (D&M and NSAI).

Energean’s reserve portfolio as at 31 December 2022 included proven and

probable reserves (2P) reserves of 1,161 Mmboe and contingent resources

(2C) reserves of 217 Mmboe.

Our response to the

risk

We performed the following procedures respect to management’s

estimation of oil and gas reserves:

•

We confirmed our understanding of Energean’s oil and gas reserve

estimation process and the control environment implemented

by management including both the transfer of source data to the

management’s reserves specialists and subsequently the input of

reserves information from the specialist reports into the accounting

system;

•

We obtained and reviewed the most recent third‑party reserves and

resources reports prepared by these specialists and compared these

for consistency between other areas of the audit including Energean’s

reserves models, DD&A, the calculation of the decommissioning

provision, deferred tax asset recoverability and the Directors’ going

concern assessment;

•

We assessed the qualifications of management’s specialists;

•

We held discussions with the specialists to understand their process

and any key judgements applied in reaching their conclusions. We

established whether they had been placed under any undue pressure

by management to achieve certain outcomes; and

•

We considered the impact of climate change and the energy transition

on the calculation of reserves, including the impact on commodity

price assumption forecasts and how this affects the economic limit of

the reserves over the forecast production period.

The audit procedures to address this risk were principally performed our

component teams with oversight by the primary team.

Key observations

communicated to

the Audit & Risk

Committee

We reported to the Audit & Risk Committee that:

•

Based on our procedures we deem the process of estimating reserves

to be appropriate, and no issues were noted when assessing the

competency, objectivity and independence of management’s internal

and external specialists; and

•

We noted no issues with the oil and gas reserves estimates used by

management as part of the financial reporting process, and the related

financial statement impacts of these estimates appear reasonable

and appropriate.

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INDEPENDENT AUDITORS REPORT

Accounting for ﬁrst production in Israel

Key audit matter

description

Refer to Accounting policies (pages 174 to 191); and Notes 3.5, 3.23 and 12

of the Consolidated Financial Statements

Energean achieved ﬁrst gas was from the Karish Main Field on 26 October

2022. This gave rise to various accounting implications which required

judgements to be made by management, including:

•

Continued capitalisation of borrowing costs;

•

Identification of the cash generating unit (CGU) for the purposes of

impairment testing;

•

Unit of account and method of depreciation; and

•

Presentation of royalties in the income statement.

Our response to the

risk

Our procedures in evaluating these signiﬁcant judgements made by

management included:

•

Testing the appropriateness of borrowing costs capitalised throughout

the year with a particular focus on those capitalised after the date of

commercial production from Karish Main. We verified that borrowing

costs capitalised after this date were attributed to the continued

development of Karish North, the Field Support Vessel (FSV) and

the 2nd oil train and met the criteria for capitalisation in line with the

requirements of IAS 23

Borrowing Costs;

•

Challenging the conclusion that the Israeli assets represent a single

CGU in accordance with IAS 36 Impairment of Assets, by considering

whether the cash flows associated with the Karish Main, Karish North

and Tanin fields which utilise the common FPSO infrastructure are

separately identifiable;

•

Critically assessing management’s determination of the single unit of

account, which impacts the costs which are eligible to be capitalised

and the rate of depreciation on the Karish asset. This was done through

performing enquiries and inspecting both supporting and contrary

evidence. We performed procedures over the depreciation calculation

by reconciling management’s assumptions to our work performed

over reserves, and testing for clerical accuracy; and

•

Verifying the presentation of royalties payable to the Israeli state as a

gross cost of sale expense (as opposed to a deduction from revenue)

within the Group Income Statement is appropriate and in accordance

with the requirements of IFRS 15 Revenue from Contracts with

Customers.

The audit procedures to address this risk were principally performed by the

Israeli component team with oversight by the primary team.

Key observations

communicated to

the Audit & Risk

Committee

We reported to the Audit & Risk Committee that the accounting judgements

made by management surrounding ﬁrst production on Karish Main in 2022

are reasonable with regards to the underlying facts and circumstances and

the requirements of the relevant accounting standards.

In the prior year, our auditor’s report included a key audit matter in relation to revenue recognition and the

risk of management override. We have identified this matter as a fraud risk due to the presumed risk of

fraud in revenue recognition, but notwithstanding that we did not consider this to be a key audit matter in

2022 as it did not require significant auditor attention proportionally to our group audit procedures.

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INDEPENDENT AUDITORS REPORT

Our application of materiality

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of

identified misstatements on the audit and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be

expected to influence the economic decisions of the users of the financial statements. Materiality provides

a basis for determining the nature and extent of our audit procedures.

We determined materiality for the group to be $28.2 million (2021: $25.6 million), which is 0.5% (2021:

0.5%) of group assets, adjusted to remove the amount of goodwill recognised at the time of the group’s

initial investments in Energean Israel Limited and Edison E&P. This goodwill was driven by the recognition

of a deferred tax liability as part of the business combination accounting which we did not consider to

be reflective of the underlying business activities. We believe that adjusted total assets provides us with

a suitable basis for setting materiality for development stage oil and gas exploration and production

companies, providing a reliable measure to assess the size of the group’s operations. This is consistent

with the measurement basis adopted in our 2021 audit.

We determined materiality for the parent company to be $7.9 million (2021: $8.2 million), which is 0.5%

(2021: 0.5%) of total assets.

During the course of our audit, we reassessed initial materiality and no adjustment to materiality was

made, therefore no additional testing was required due to an amendment in final materiality.

Performance materiality

The application of materiality at the individual account or balance level. It is set at an amount to reduce to

an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements

exceeds materiality.

On the basis of our risk assessments, together with our assessment of the group’s overall control

environment, our judgement was that performance materiality was 50% (2021: 50%) of our planning

materiality, namely $13.6 million (2021: $12.9 million). We have set performance materiality at this

percentage based on our assessment of the likelihood of misstatements and our understanding of the

group gained through our planning procedures.

Audit work at component locations for the purpose of obtaining audit coverage over significant financial

statement accounts is undertaken based on a percentage of total performance materiality. The

performance materiality set for each component is based on the relative scale and risk of the component

to the group as a whole and our assessment of the risk of misstatement at that component. In the current

year, the range of performance materiality allocated to components was $2.7 million to $8.2 million

(2021: $2.6 million to $7.8 million).

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit Committee that we would report to them all uncorrected audit differences in

excess of $1.4 million (2021: $1.3 million), which is set at 5% of planning materiality, as well as differences

below that threshold that, in our view, warranted reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality

discussed above and in light of other relevant qualitative considerations in forming our opinion.

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INDEPENDENT AUDITORS REPORT

Other information

The other information comprises the information included in the annual report set out on pages

5 to

153 and 248 to 256 including the Strategic Report and the Directors’ Report, other than the financial

statements and our auditor’s report thereon. The Directors are responsible for the other information

contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent

otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information

is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit

or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent

material misstatements, we are required to determine whether this gives rise to a material misstatement

in the financial statements themselves. If, based on the work we have performed, we conclude that there

is a material misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in

accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

•

The information given in the Strategic report and the Directors’ report for the financial year for

which the financial statements are prepared is consistent with the financial statements; and

•

The Strategic report and the Directors’ report have been prepared in accordance with applicable

legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment

obtained in the course of the audit, we have not identified material misstatements in the Strategic report

or the Directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006

requires us to report to you if, in our opinion:

•

Adequate accounting records have not been kept by the parent company, or returns adequate for

Our audit have not been received from branches not visited by us; or

•

The parent company financial statements and the part of the Directors’ Remuneration Report to be

audited are not in agreement with the accounting records and returns; or

•

Certain disclosures of Directors’ remuneration specified by law are not made; or

•

We have not received all the information and explanations we require for our audit.

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 group and company’s compliance with the

provisions of the UK Corporate Governance Code specified for our review by the Listing Rules.

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:

•

Directors’ statement with regards to the appropriateness of adopting the going concern basis of

accounting and any material uncertainties identified set out on page 150;

•

Directors’ explanation as to its assessment of the company’s prospects, the period this assessment

covers and why the period is appropriate set out on pages 92 to 93;

•

Director’s statement on whether it has a reasonable expectation that the group will be able to

continue in operation and meets its liabilities set out on pages 92 to 93;

•

Directors’ statement on fair, balanced and understandable set out on page 153;

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INDEPENDENT AUDITORS REPORT

•

Board’s confirmation that it has carried out a robust assessment of the emerging and principal

risks set out on pages

78 to 91;

•

The section of the annual report that describes the review of effectiveness of risk management and

internal control systems set out on page 113; and;

•

The section describing the work of the audit committee set out on pages

110 to 115

Responsibilities of Directors

As explained more fully in the Directors’ responsibilities statement set out on page 152 to 153, 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 and parent

company’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 the parent company 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.

Explanation as to what extent the audit was considered 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 irregularities, including fraud.

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 or intentional

misrepresentations, or through collusion. The extent to which our procedures are capable of detecting

irregularities, including fraud is detailed below.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged

with governance of the company and management.

•

We obtained an understanding of the legal and regulatory frameworks that are applicable to the

group and determined that the most significant are those that relate to the reporting framework (UK

adopted international accounting standards, Companies Act 2006, the UK Corporate Governance

Code and Listing Rules of the UK Listing Authority) and the relevant tax compliance regulations

in the jurisdictions in which the group operates. In addition, we concluded that there are certain

laws and regulations relating to health and safety, employee matters, environmental and bribery

and corruption practices that may impact upon the financial statements. We understood how the

group is complying with those frameworks by making enquiries of management and with those

responsible for legal and compliance procedures. Other procedures performed to address the risk

of management override included evaluating the business rationale for significant unusual and

one‑off transactions, reviewing the minutes of the Board of Directors and Audit & Risk Committee,

and including a level of unpredictability in our testing.

•

We assessed the susceptibility of the group’s financial statements to material misstatement,

including how fraud might occur, focussing on opportunities for management to reflect bias in key

accounting estimates. We also engaged our forensics specialists in assisting our assessment of

the susceptibility of the group’s financial statements to fraud.

•

We determined there to be a risk of fraud associated with management override of the revenue

process, specifically from the posting of manual topside journal entries. Our procedures incorporated

data analytics and manual journal entry testing into our audit approach.

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INDEPENDENT AUDITORS REPORT

•

Based on this understanding we designed our audit procedures to identify non‑compliance with

such laws and regulations. Our procedures involved that could give rise to a material misstatement

in the financial statements; this included the provision of specific instructions to component teams.

Our procedures focused on enquires of group management and a review of Board minutes, Audit

& Risk Committee papers, Internal Audit reports and correspondence received from regulatory

bodies.

A further description of our responsibilities for the audit of the financial statements is located on the

Financial Reporting Council’s website at

https://www.frc.org.uk/auditorsresponsibilities

. This description

forms part of our auditor’s report.

Other matters we are required to address

•

Following the recommendation from the Audit & Risk Committee, we were appointed by the

company on 29 April 2022 to audit the financial statements for the year ending 31 December 2022

and subsequent financial periods.

•

The period of total uninterrupted engagement including previous renewals and reappointments is

six years, covering the years ending 31 December 2017 to 31 December 2022 inclusive.

•

The audit opinion is consistent with our report to the Audit & Risk Committee .

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16

of the Companies Act 2006. Our audit work has been undertaken so that we might state to the 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

company and the company’s members as a body, for our audit work, for this report, or for the opinions

we have formed.

Paul Wallek (Senior Statutory Auditor)

for and on behalf of Ernst & Young LLP, Statutory Auditor

London

22 March 2023

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GROUP FINANCIAL STATEMENTS

Page 165 of 255

#### Group Income Statement

Year ended 31 December 2022

($’000)

Notes

2022

2021

Revenue

6

737,081

496,985

Cost of sales

7a

(358,930)

(345,112)

Gross proﬁt

378,151

151,873

Administrative expenses

7b

(45,942)

(42,973)

Exploration and evaluation expenses

7c

(71,395)

(87,678)

Impairment of property, plant and equipment

12/23

(27,628)

–

Other expenses

7d

(15,161)

(7,019)

Other income

7e

14,133

17,884

Operating proﬁt

232,158

32,087

Finance income

9

9,572

2,950

Finance costs

9

(107,315)

(97,380)

Unrealised loss on derivatives

26

(5,203)

(21,477)

Net foreign exchange gain/(losses)

9

(22,207)

(6,922)

Proﬁt/ (Loss) before tax

107,005

(90,742)

Taxation expense

10

(89,734)

(5,412)

Proﬁt/(Loss) for the year

17,271

(96,154)

Attributable to:

Owners of the parent

17,271

(96,046)

Non-controlling interests

–

(108)

17,271

(96,154)

Basic and diluted earnings/(loss) per share (cents per share)

Basic

11

$0.10

($0.54)

Diluted

11

$0.12

($0.54)

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GROUP FINANCIAL STATEMENTS

#### Group Statement of Comprehensive Income

Year ended 31 December 2022

($’000)

2022

2021

Proﬁt/ (Loss) for the year

17,271

(96,154)

Other comprehensive proﬁt/(loss):

Items that may be reclassiﬁed subsequently to proﬁt or loss

Cash Flow hedges

Gain/(loss) arising in the period

11,665

(6,182)

Income tax relating to items that may be reclassiﬁed to proﬁt

or loss

(2,799)

1,546

Exchange difference on the translation of foreign operations,

net of tax

6,996

(12,781)

15,862

(17,417)

Items that will not be reclassiﬁed subsequently to proﬁt or loss

Remeasurement of deﬁned beneﬁt pension plan

267

(165)

Income taxes on items that will not be reclassiﬁed to proﬁt or

loss

(64)

40

203

(125)

Other comprehensive proﬁt/(loss) after tax

16,065

(17,542)

Total comprehensive proﬁt/(loss) for the year

33,336

(113,696)

Total comprehensive proﬁt/(loss) attributable to:

Owners of the parent

33,336

(113,590)

Non-controlling interests

–

(106)

33,336

(113,696)

Page 166 of 255

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GROUP FINANCIAL STATEMENTS

#### Group Statement of Financial Position

Year ended 31 December 2022

($’000)

Notes

2022

2021

Assets

Non-current assets

Property, plant and equipment

12

4,231,904

3,499,473

Intangible assets

13

296,378

228,141

Equity-accounted investments

4

4

Other receivables

18

26,940

52,639

Deferred tax asset

14

242,226

154,798

Restricted cash

16

2,998

100,000

4,800,450

4,035,055

Current assets

Inventories

17

93,347

87,203

Trade and other receivables

18

337,964

288,526

Restricted cash

16

71,778

99,729

Cash and cash equivalents

15

427,888

730,839

930,977

1,206,297

Total assets

5,731,427

5,241,352

Equity and Liabilities

Equity attributable to owners of the parent

Share capital

19

2,380

2,374

Share premium

19

415,388

915,388

Merger reserve

19

139,903

139,903

Other reserves

16,557

7,488

Foreign currency translation reserve

(5,827)

(12,823)

Share-based payment reserve

25,589

19,352

Retained earnings

56,208

(354,559)

Total equity

650,198

717,123

Non-current liabilities

Borrowings

21

2,975,346

2,947,126

Deferred tax liabilities

14

56,114

67,425

Retirement beneﬁt liability

22

1,675

2,767

Provisions

23

809,727

801,026

Other payables

24

318,058

225,987

4,160,920

4,044,331

Current liabilities

Trade and other payables

24

756,874

449,707

Current portion of borrowings

21

45,550

–

Derivative ﬁnancial instruments

–

12,546

Current tax liability

10

109,509

5,279

Provisions

23

8,376

12,366

920,309

479,898

Total liabilities

5,081,229

4,524,229

Total equity and liabilities

5,731,427

5,241,352

Approved by the Board on the 22 March 2023

Matthaios Rigas

Chief Executive Officer

Panos Benos

Chief Financial Officer

Page 167 of 255

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GROUP FINANCIAL STATEMENTS

#### Group Statement of Changes in Equity

Year ended 31 December 2022

($’000)

Share

capital

Share

premium

Hedges

and

Deﬁned

Beneﬁt

Plans

reserve

80

Equity

component

of

convertible

bonds

81

Share

based

payment

reserve

82

Translation

reserve

83

Retained

earnings

Merger

reserves

Total

Non-

controlling

interests

Total

At 1 January 2021

2,367

915,388

1,792

–

13,419

(42)

(144,734)

139,903

928,093

266,299

1,194,392

Loss for the period

–

–

–

–

–

–

(96,046)

–

(96,046)

(108)

Remeasurement of deﬁned beneﬁt

pension plan, net of tax

(125)

–

–

–

–

(125)

–

(125)

Hedges net of tax

–

–

(4,638)

–

–

–

–

–

(4,638)

2

(4,636)

Exchange difference on the translation

of foreign operations

–

–

–

–

–

(12,781)

–

–

(12,781)

–

(12,781)

Total comprehensive income

–

–

(4,763)

–

–

(12,781)

(96,046)

–

(113,590)

(106)

(113,696)

Transactions with owners of the

company

Share based payment charges (note

25)

–

–

–

–

5,940

–

–

–

5,940

–

5,940

Exercise of Employee Share

Options

7

–

–

(7)

–

–

–

–

–

–

Acquisition of non-controlling

interests (note 21)

–

–

–

10,459

–

–

(113,779)

–

(103,320)

(266,193)

(369,513)

At 1 January 2022

2,374

915,388

(2,971)

10,459

19,352

(12,823)

(354,559)

139,903

717,123

–

717,123

Proﬁt for the period

–

–

–

–

–

–

17,271

–

17,271

–

17,271

Remeasurement of deﬁned

beneﬁt pension plan, net of tax

–

–

203

–

–

–

–

–

203

–

203

(96,154)

80

Reserve is used to recognise remeasurement gain or loss on cash flow hedges and actuarial gain or loss from the defined benefit pension plan. In the Statement of Financial Position this reserve is

combined with the ‘Equity component of convertible bonds’ reserve.

81

Refers to the Equity component of $50million of convertible loan notes, which were issued in February 2021 and have a maturity date of 29 December 2023.

82

Share-based payments reserve is used to recognise the value of equity-settled share-based payments granted to parties including employees and key management personnel, as part of their remuneration.

83

Reserve is used to record unrealised exchange differences arising from the translation of the financial statements of entities within the Group that have a functional currency other than US dollar.

Page 168 of 255

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GROUP FINANCIAL STATEMENTS

($’000)

Share

capital

Share

premium

Hedges

and

Deﬁned

Beneﬁt

Plans

reserve

80

Equity

component

of

convertible

bonds

81

Share

based

payment

reserve

82

Translation

reserve

83

Retained

earnings

Merger

reserves

Total

Non-

controlling

interests

Total

Hedges, net of tax

–

–

8,866

–

–

–

–

–

8,866

–

8,866

Exchange difference on the

translation of foreign operations

–

–

–

–

–

6,996

–

–

6,996

–

6,996

Total comprehensive income

–

–

9,069

–

–

6,996

17,271

–

33,336

–

33,336

Transactions with owners of the

company

Share based payment charges

(note 25)

–

–

–

–

6,243

–

–

–

6,243

–

6,243

Exercise of Employee Share

Options

6

–

–

–

(6)

–

–

–

–

–

–

Share premium reduction (note

19)

–

(500,000)

–

–

–

–

500,000

–

–

–

–

Dividends (note 20)

–

–

–

–

–

–

(106,504)

–

(106,504)

–

(106,504)

At 31 December 2022

2,380

415,388

6,098

10,459

25,589

(5,827)

56,208

139,903

650,198

–

650,198

#### Group Statement of Changes in Equity (continued)

Year ended 31 December 2022

Page 169 of 255

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GROUP FINANCIAL STATEMENTS

#### Group Statement of Cash Flows

Year ended 31 December 2022

($’000)

Note

2022

2021

Operating activities

Proﬁt/ (Loss) before taxation

107,005

(90,742)

Adjustments to reconcile proﬁt/(loss} before

taxation to net cash provided by operating

activities:

Depreciation, depletion and amortisation

12,13

97,451

Impairment loss on property, plant and

equipment

84

12,23

–

Loss from the sale of property, plant and

equipment

12

36

Impairment loss on exploration and evaluation

assets

13

82,125

Deﬁned beneﬁt (gain)

22

(4,062)

Movement in provisions

23

(4,465)

Compensation to gas buyers

6

(22,958)

Change in decommissioning provision estimates

23

(10,198)

Finance income

9

(2,950)

Finance costs

9

97,380

Unrealised loss on derivatives

21,477

ECL on trade receivables

(1,853)

Non-cash revenues from Egypt

85

(39,100)

Impairment loss on inventory

–

Share-based payment charge

25

5,732

Net foreign exchange loss

9

8,775

Cash flow from operations before working

capital adjustments

372,784

136,648

(Increase) in inventories

(16,484)

(Increase)/Decrease in trade and other

receivables

46,351

Increase/(Decrease) in trade and other payables

(34,726)

Cash flow from operations

311,457

131,789

Income tax (paid)/ received

715

Net cash inflow from operating activities

272,153

132,504

83,360

27,628

1,102

65,550

(351)

(4,742)

18,029

–

(9,572)

107,315

5,203

565

(57,766)

1,207

6,044

22,207

(10,278)

(74,454)

23,405

(39,304)

84

The impairment of property, plant and equipment is a result of changes in the decommissioning provision.

85

Non-cash revenues from Egypt arise due to taxes being deducted at source from invoices as such revenue and tax charges are

grossed up to reflect this deduction but no cash inflow or outflow results.

Page 170 of 255

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GROUP FINANCIAL STATEMENTS

#### Group Statement of Cash Flows (continued)

Year ended 31 December 2022

($’000)

Note

2022

2021

Investing activities

Payment for purchase of property, plant and

equipment

12

(403,503)

Payment for exploration and evaluation, and other

intangible assets

13

(48,674)

Acquisition of a subsidiary, net of cash acquired

841

Movement in restricted cash

(199,729)

Proceeds from disposal of property, plant and

equipment

–

Amounts received from INGL related to the future

transfer of property, plant & equipment

24

5,673

Interest received

2,609

Net cash outflow for investing activities

(307,941)

(642,783)

Financing activities

Drawdown of borrowings

21

175,000

Repayment of borrowings

21

–

(1,807,140)

Senior secured notes Issuance

21

–

3,068,000

Acquisition of-non-controlling interests

21

(175,000)

Transaction costs related to acquisition of non-

controlling interest

–

(1,677)

Repayment of obligations under leases

(10,852)

Debt arrangement fees paid

–

(48,377)

Finance cost paid for deferred license payments

(3,494)

Finance costs paid

(136,695)

Dividend Paid

–

Net cash (outflow)/ inflow from ﬁnancing

activities

(267,479)

1,059,765

Net (decrease) / increase in cash and cash

equivalents

(303,267)

549,486

Cash and cash equivalents at beginning of the

period

202,939

Effect of exchange rate fluctuations on cash held

(21,586)

Cash and cash equivalents at end of the period

15

427,888

730,839

(395,753)

(64,414)

–

124,953

227

17,371

9,675

63,463

(30,000)

(14,023

)

(1,501)

(178,914)

(106,504)

730,839

316

Page 171 of 255

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GROUP FINANCIAL STATEMENTS

#### Group Accounting Policies and Notes

1

Corporate Information

Energean plc (the ‘Company’) was incorporated in England & Wales on 8 May 2017 as a public company

limited by shares, under the Companies Act 2006. Its registered office is at 44 Baker Street, London W1U

7AL, United Kingdom. The Company and all subsidiaries controlled by the Company, are together referred

to as “the Group”.

The Group has been established with the objective of exploration, production and commercialisation of

crude oil and natural gas in Greece, Israel, North Africa, UK and the wider Eastern Mediterranean.

The Group’s core assets and subsidiaries as of 31 December 2022 are presented in note 30.

2

Significant accounting policies

2.1

Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis, except for the

revaluation of certain financial instruments that are measured at revalued amounts or fair values at the

end of each reporting period, as explained in the accounting policies below.

The consolidated financial statements have been prepared in accordance with UK-adopted International

Accounting Standards (UK-adopted IAS).

The consolidated financial information is presented in US Dollars and all values are rounded to the nearest

thousand dollars except where otherwise indicated.

The statement of financial position as at 31 December 2022 presents current tax liabilities separately

from the current portion of trade and other payables. Comparative amounts of $5,279,000 have been

reclassified accordingly.

The consolidated financial statements have been prepared on a going concern basis. The principal

accounting policies adopted by the Group are set out below.

Going concern

The Group carefully manages the risk of a shortage of funds by closely monitoring its funding position and

its liquidity risk. The going concern assessment covers the period from the date of approval of the Group

Financial Statements on 22 March 2023 to 30 June 2024 ‘the Assessment Period’. The Assessment

Period has been extended such that it includes the $625 million bond repayment due in March 2024.

As of 31 December 2022 the Group’s available liquidity was approximately $720 million. This available

liquidity figure includes: (i) c. $43 million of undrawn facility under the €100 million loan backed by the

Greek State signed in December 2021 for the development of the Prinos Area in Greece, including the

Epsilon development; and (ii) c. $174 million available under the $275 million Revolving Credit Facility

(‘RCF’) signed by the Group in September 2022 (with the remainder being utilized to issue Letters of Credit

for the Group’s operations). Subsequent to 31 December 2022, the Group signed a $350 million Term

Loan Facility. The Group has a $625 million bond, at the Energean Israel level, maturing in March 2024.

Management expects to refinance this bond during 2023; however, for the purposes of the Going Concern

assessment it has been assumed that the bond is repaid in full and not refinanced.

The going concern assessment is founded on a cashflow forecast prepared by management, which is

based on a number of assumptions, most notably the Group’s latest life of field production forecasts,

budgeted expenditure forecasts, estimated of future commodity prices (based on recent published

forward curves) and available headroom under the Group’s debt facilities. The going concern assessment

contains a ‘Base Case’ and a ‘Reasonable Worst Case’ (‘RWC’) scenario.

The Base Case scenario assumes Brent at $80/bbl in 2023 and $75/bbl in 2024

and PSV (Italian gas

price) at €50/MWH in 2023 and €45/MWH in 2024. A reasonable ramp-up of production from the Karish

Field is assumed throughout the going concern assessment period, with prices for gas sold assumed at

Page 172 of 255

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GROUP FINANCIAL STATEMENTS

contractually agreed prices. Under the Base Case, sufficient liquidity is maintained throughout the going

concern period.

The Group also routinely performs sensitivity tests of its liquidity position to evaluate adverse impacts

that may result from changes to the macro-economic environment, such as a reduction in commodity

prices. These downsides are considered in the RWC going concern assessment scenario. The Group is

not materially exposed to floating interest rate risk since the majority of its borrowings are fixed-rate. The

Group also looks at the impact of changes or deferral of key projects and downside scenarios to budgeted

production forecasts in the RWC.

The two primary downside sensitivities considered in the RWC are: (i) reduced commodity prices; (ii)

reduced production – these downsides are applied to assess the robustness of the Group’s liquidity

position over the Assessment Period. In a RWC downside case, there are appropriate and timely mitigation

strategies, within the Group’s control, to manage the risk of funding shortfalls and to ensure the Group’s

ability to continue as a going concern. Mitigation strategies, within management’s control, modelled in

the RWC include deferral of capital expenditure on operated assets, deferral or cancellation of exploration

and/or discretionary spend and exercise of rights under contractual arrangements to improve liquidity.

Under the RWC scenario, after considering mitigation strategies, liquidity is maintained throughout the

going concern period.

Reverse stress testing was also performed to determine what commodity price or production shortfall

would need to occur for liquidity headroom to be eliminated. The conditions necessary for liquidity

headroom to be eliminated are judged to have a remote possibility of occurring, given the diversified

nature of the Group’s portfolio and the ‘natural hedge’ provided by virtue of the Group’s fixed-price gas

contracts in Israel and Egypt. In the event a remote downside scenario occurred, prudent mitigating

strategies, consistent with those described above, could also be executed in the necessary timeframe

to preserve liquidity. There is no material impact of climate change within the Assessment Period and

therefore it does not form part of the reverse stress testing performed by management.

In forming its assessment of the Group’s ability to continue as a going concern, including its review of

the forecasted cashflow of the Group over the Forecast Period, the Board has made judgements about:

•

Reasonable sensitivities appropriate for the current status of the business and the wider macro

environment; and

•

the Group’s ability to implement the mitigating actions within the Group’s control, in the event these

actions were required.

After careful consideration, the Directors are satisfied that the Group and Company has sufficient financial

resources to continue in operation for the foreseeable future, for the Assessment Period from the date

of approval of the Group Financial Statements on 22 March 2023 to 30 June 2024. For this reason, they

continue to adopt the going concern basis in preparing the consolidated financial statements.

2.2

New and amended accounting standards and interpretations

The following amendments became effective as at 1 January 2022:

•

Annual improvements to IFRS 2018-2020

•

Reference to the Conceptual Framework – Amendments to IFRS 3

•

Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16

•

Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37

None of the above amendments had a significant impact on the consolidated financial statements of the

Group.

New and amended standards and interpretations in issue but not yet effective for the 2022 year

end

New standards and interpretations that are in issue but not yet effective are listed below:

•

IFRS 17 Insurance Contracts – 1 January 2023

•

Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative

Information – 1 January 2023

Page 173 of 255

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GROUP FINANCIAL STATEMENTS

•

Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) –

1 January 2023

•

Definition of Accounting Estimates (Amendments to IAS 8) – 1 January 2023

•

Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to

IAS 12) – 1 January 2023

•

Amendments to IAS 1 – Classification of Liabilities as Current or Non-current and Non-current

Liabilities with Covenants – 1 January 2024

•

Lease Liability in a Sale and Leaseback (Amendments to IFRS 16) – 1 January 2024

The adoption of the above standard and interpretations is not expected to lead to any material changes to

the Group’s accounting policies or have any other material impact on the financial position or performance

of the Group.

2.3

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities

controlled by the Company (its subsidiaries) as detailed in Note 30. Control is achieved when the Group

is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to

affect those returns through its power over the investee.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated

financial statements from the effective date of acquisition or up to the effective date of disposal, as

appropriate.

Profit or loss and each component of other comprehensive income (OCI) are attributed to owners of the

Group and to the non-controlling interests, even if this results in the non-controlling interests having a

deficit balance. Where necessary, adjustments are made to the financial statements of subsidiaries to

bring their accounting policies into line with those used by other members of the Group. All intragroup

transactions, balances, income and expenses are eliminated in full on consolidation.

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the

Group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of

the original business combination and the non-controlling interests’ share of changes in equity since the

date of the combination.

Transactions with non-controlling interests that do not result in loss of control of a subsidiary, are

accounted for as transactions with the owners (i.e. as equity transactions). The difference between the

fair value of any consideration and the resulting change in the non-controlling interests’ share of the net

assets of the subsidiary, is recorded in equity.

3

Summary of significant accounting policies

The principal accounting policies and measurement bases used in the preparation of the consolidated

financial statements are set out below. These policies have been consistently applied to all periods

presented in the consolidated financial statements unless otherwise stated.

3.1

Functional and presentation currency and foreign currency translation

Functional and presentation currency

Items included in the consolidated financial statements of the Company and its subsidiaries entities are

measured using the currency of the primary economic environment in which each entity operates (”the

functional currency”).

The functional currency of the Company is US Dollars (US$). The US Dollar is the currency that mainly

influences sales prices, revenue estimates and has a significant effect on its operations. The functional

currencies of the Group’s main subsidiaries are Euro for Energean Italy Spa, Energean International E&P

Spa, Energean Oil & Gas S.A., and US$ for Energean Israel Limited, Energean Egypt Limited, Energean

International Limited and Energean Capital Limited.

Page 174 of 255

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GROUP FINANCIAL STATEMENTS

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates

prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the

retranslation of monetary assets and liabilities denominated in foreign currencies are recognised in profit

or loss. Such monetary assets and liabilities are translated at year end foreign exchange rates. Non-

monetary items denominated in a foreign currency are translated at the exchange rates prevailing at the

date of the transaction and are not subsequently remeasured.

Translation to presentation currency

For the purpose of presenting consolidated financial statements information, the assets and liabilities of

the Group are expressed in US$. The Company and its subsidiaries’ assets and liabilities are translated

using exchange rates prevailing on the reporting date. Income and expense items are translated at the

average exchange rates for the period, unless exchange rates have fluctuated significantly during that

period, in which case the exchange rates at the dates of the transactions are used. Exchange differences

arising are recognised in other comprehensive income and accumulated in the Group’s translation

reserve. Such translation differences are reclassified to profit or loss in the period in which the foreign

operation is disposed of.

3.2

Business combinations and goodwill

Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The

consideration transferred in a business combination is measured at fair value, which is calculated as the

sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the

Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for

control of the acquiree. For each business combination the acquirer measures the non-controlling interest

in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets.

Acquisition-related costs are recognised in the consolidated statement of profit or loss as incurred.

Where appropriate, the cost of acquisition includes any asset or liability resulting from a contingent

consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair

values are adjusted against the cost of acquisition where they qualify as measurement period adjustments.

All other subsequent changes in the fair value of contingent consideration classified are accounted for in

profit or loss. Contingent consideration classified as equity is not remeasured.

The acquiree’s identifiable assets, liabilities and contingent liabilities as at the date of acquisition

are recognised and measured at fair value in accordance with the requirements of

IFRS 3 Business

Combinations

If the initial accounting for a business combination is incomplete by the end of the reporting year in which

the combination occurs, the Group reports provisional amounts for the items for which the accounting

is incomplete. Those provisional amounts are adjusted during the measurement period (see below),

or additional assets or liabilities are recognised, to reflect new information obtained about facts and

circumstances that existed as at the acquisition date that, if known, would have affected the amounts

recognised as at that date.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-

controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in

the acquiree (if any) over the net of the acquisition-date fair value of the identifiable assets acquired and

the liabilities assumed. If, after reassessment, the net of the acquisition-date fair values of the identifiable

assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of

any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in

the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.

Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.

Page 175 of 255

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GROUP FINANCIAL STATEMENTS

3.3

Investments in Associates and Joint arrangements

A joint arrangement is one in which two or more parties have joint control. Joint control is the contractually

agreed sharing of control of an arrangement, which exists only when decisions about the relevant

activities require the unanimous consent of the parties sharing control. A joint arrangement is either a

joint operation or a joint venture.

An associate is an entity over which the Group has significant influence. Significant influence is the power

to participate in the financial and operating policy decisions of the investee but is not control or joint

control over those policies.

Investments in Associates and Joint Ventures

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

have rights to the net assets of the joint venture.

The considerations made in determining significant influence or joint control are similar to those necessary

to determine control over subsidiaries. The Group’s investments in associates and joint ventures are

accounted for using the equity method.

Under the equity method, the investment in an associate or a joint venture is initially recognised at cost.

The carrying amount of the investment is adjusted to recognise changes in the Group’s share of net

assets of the associate or joint venture since the acquisition date. Any goodwill relating to the associate

or joint venture is included in the carrying amount of the investment and is not tested for impairment

separately.

Any change in OCI of those investees is presented as part of the Group’s OCI. In addition, when there has

been a change recognised directly in the equity of the associate or joint venture, the Group recognises its

share of any changes, when applicable, in the statement of changes in equity. Unrealised gains and losses

resulting from transactions between the Group and the associate or joint venture are eliminated to the

extent of the interest in the associate or joint venture.

The aggregate of the Group’s share of profit or loss of an associate and a joint venture is shown on the

face of the statement of profit or loss outside operating profit and represents profit or loss after tax and

non-controlling interests in the subsidiaries of the associate or joint venture.

After application of the equity method, the Group determines whether it is necessary to recognise an

impairment loss on its investment in its associate or joint venture. At each reporting date, the Group

determines whether there is objective evidence that the investment in the associate or joint venture is

impaired. If there is such evidence, the Group calculates the amount of impairment as the difference

between the recoverable amount of the associate or joint venture and its carrying value, and then

recognises the loss within ‘Share of profit of an Associate and a Joint Venture’ in the statement of profit

or loss.

Upon loss of significant influence over the associate or joint control over the joint venture, the Group

measures and recognises any retained investment at its fair value. Any difference between the carrying

amount of the associate or joint venture upon loss of significant influence or joint control and the fair

value of the retained investment and proceeds from disposal is recognised in profit or loss.

Joint operations

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

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

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

•

Assets, including its share of any assets held jointly.

•

Liabilities, including its share of any liabilities incurred jointly.

•

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

•

Share of the revenue from the sale of the output by the joint operation.

•

Expenses, including its share of any expenses incurred jointly.

The Group is engaged in oil and gas exploration, development and production through unincorporated

joint arrangements particularly in Italy and the UK. These are classified as joint operations in accordance

with IFRS 11

Joint Arrangements

. The Group accounts for its share of the results and assets and liabilities

of these joint operations. In addition, where the Energean acts as operator to the joint operation, the gross

Page 176 of 255

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GROUP FINANCIAL STATEMENTS

liabilities and receivables (including amounts due to or from non-operated partner) of the joint operation

are included in the Group’s balance sheet. Where another party acts as operator, the Group’s share of the

working capital (inventory, receivables and payables) of those non-operated fields is recognised within

trade and other payables/receivables. A list of the Group’s joint operations and its working interest in each

is disclosed in note 31.

3.4

Exploration and evaluation expenditures

The Group adopts the successful efforts method of accounting for exploration and evaluation costs.

Pre-licence costs are expensed in the period in which they are incurred. All licence acquisition, exploration

and evaluation costs and directly attributable administration costs are initially capitalised as intangible

assets by field or exploration area, as appropriate. All such capitalised costs are subject to technical,

commercial and management review, as well as review for indicators of impairment at least once a year.

This is to confirm the continued intent to develop or otherwise extract value from the discovery. When this

is no longer the case, the costs are written off through the statement of profit or loss. When proved reserves

of oil and gas are identified and development is sanctioned by management, the relevant capitalised

expenditure is first assessed for impairment and (if required) any impairment loss is recognised, then the

remaining balance is transferred to oil and gas properties.

Farm-outs – in the exploration and evaluation phase

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

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

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

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

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

3.5

Oil and gas properties – assets in development

Expenditure is transferred from ’Exploration and evaluation assets’ to ‘Assets in development’ which is a

subcategory of ‘Oil and gas properties’ once the work completed to date supports the future development

of the asset and such development receives appropriate approvals. After transfer of the exploration

and evaluation assets, all subsequent expenditure on the construction, installation or completion of

infrastructure facilities such as platforms, pipelines and the drilling of development wells, including

unsuccessful development or delineation wells, is capitalised within ‘Assets in development’. Proceeds

from any oil and gas produced while bringing an item of property, plant and equipment to the location and

condition necessary for it to be capable of operating in the manner intended by management (such as

samples produced when testing whether the asset is functioning properly) is recognised in profit or loss in

accordance with IFRS 15

Revenue Recognition

. The Group measures the cost of those items applying the

measurement requirements of IAS 2

Inventories

. When a development project moves into the production

stage, all assets included in ‘Assets in development’ are then transferred to ‘Producing assets’ which is

also a sub-category of ‘Oil and gas properties’. The capitalisation of certain construction/development

costs ceases, and costs are either regarded as part of the cost of inventory or expensed, except for costs

which qualify for capitalisation relating to ‘Oil and gas properties’ asset additions, improvements or new

developments.

3.6

Commercial reserves

Commercial reserves are proven and probable oil and gas reserves, which are defined as the estimated

quantities of crude oil, natural gas and natural gas liquids which geological, geophysical and engineering

data demonstrate with a specified degree of certainty to be recoverable in future years from known

reservoirs and which are considered commercially producible. Commercial reserves have a 50% statistical

probability that the actual quantity of recoverable reserves will be more than the amount estimated as

proven and probable reserves and a 50% statistical probability that it will be less.

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3.7

Depletion and amortisation

All expenditure carried within each field is amortised from the commencement of production on a unit

of production basis, which is the ratio of oil and gas production in the period to the estimated quantities

of commercial reserves at the end of the period plus the production in the period, generally on a field-by-

field basis or by a group of fields which are reliant on common infrastructure. Costs included in the unit

of production calculation comprise the net book value of capitalised costs plus the estimated future field

development costs required to recover the commercial reserves remaining. Changes in the estimates of

commercial reserves or future field development costs are dealt with prospectively.

3.8

Impairments of oil & gas properties

The group assesses assets or groups of assets, called cash-generating units (CGUs), for impairment

whenever events or changes in circumstances indicate that the carrying amount of an asset or CGU may

not be recoverable; for example, changes in the group’s assumptions about commodity prices, low

field utilisation, significant downward revisions of estimated reserves or increases in estimated future

development expenditure or decommissioning costs. If any such indication of impairment exists, the

group makes an estimate of the asset’s or CGU’s recoverable amount.

Where there is interdependency between fields due to shared infrastructure, the related cash inflows of

each field are not largely independent and therefore the relevant fields are grouped as a single CGU for

impairment purposes. A CGU’s recoverable amount is the higher of its fair value less costs of disposal

and its value in use. Where the carrying amount of a CGU exceeds its recoverable amount, the CGU is

considered impaired and is written down to its recoverable amount.

Fair value less costs of disposal is the price that would be received to sell the asset in an orderly transaction

between market participants and does not reflect the effects of factors that may be specific to the group

and not applicable to entities in general.

In order to discount the future cash flows the Group calculates CGU-specific discount rates. The discount

rates are based on an assessment of a relevant peer group’s Weighted Average Cost of Capital (WACC).

The Group then adds any exploration risk premium which is implicit within a peer group’s WACC and

subsequently applies additional country risk premium for CGUs. Where conditions giving rise to

impairment subsequently reverse, the effect of the impairment charge is also reversed as a credit to the

income statement, net of any amortisation that would have been charged since the impairment.

The reversal is limited such that the carrying amount of the asset exceeds neither its recoverable amount,

nor the carrying amount that would have been determined, net of depreciation, had no impairment loss

been recognised for the asset in prior years.

3.9

Other property, plant and equipment

Other property, plant and equipment comprise of plant machinery and installation, furniture and fixtures.

Initial recognition

The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable

to bringing the asset into operation and borrowing costs. The purchase price or construction cost is the

aggregate amount paid and the fair value of any other consideration given to acquire the asset.

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Depreciation

Depreciation of other property, plant and equipment is calculated on the straight-line method so as to

write-off the cost amount of each asset to its residual value, over its estimated useful life. The useful life

of each class is estimated as follows:

Years

Property leases and leasehold improvements

3 – 10

Motor vehicles and other equipment

2 – 5

Plant and machinery

7 – 15

Furniture, ﬁxtures and equipment

5 – 7

Depreciation of the assets in the course of construction commences when the assets are ready for their

intended use, on the same basis as other assets of the same class.

An item of property, plant and equipment and any significant part initially recognised is derecognised

upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or

loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds

and the carrying amount of the asset) is included in the statement of profit or loss when the asset is

derecognised.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting

date.

Repairs, maintenance, and renovations

Expenditure for routine repairs and maintenance of property, plant and equipment is charged to the profit

or loss in the year in which it is incurred. The cost of major improvements and renovations and other

subsequent expenditure are included in the carrying amount of the asset when the recognition criteria

of IAS 16 ‘Property, Plant and Equipment’ are met. Major improvements and renovations capitalised are

depreciated over the remaining useful life of the related asset.

3.10

Other intangible assets

Computer software

Costs that are directly associated with identifiable and unique computer software products controlled by

the Group and that it is probable that these products will generate economic benefits exceeding costs

beyond one year are recognised as intangible assets. Subsequently computer software is carried at cost

less any accumulated amortisation and any accumulated impairment losses.

Costs associated with maintenance of computer software programs (such as S4/HANA Cloud Services)

are recognised as an expense when incurred.

Computer software costs are amortised using the straight-line method over their useful live, of between

three and five years, which commences when the computer software is available for use.

3.11

Impairment of non-financial assets

At each reporting date, the Group reviews the carrying amounts of its depreciable property, plant and

equipment and intangible assets to determine whether there is any indication that those assets have

suffered an impairment loss. Impairment is assessed at the level of cash-generating units (CGUs) which,

in accordance with IAS 36 ‘Impairment of Assets’, are identified as the smallest identifiable group of

assets that generates cash inflows, which are largely independent of the cash inflows from other assets.

This is usually at the individual royalty, stream, oil and gas or working interest level for each property from

which cash inflows are generated.

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

recoverable amount, which is the higher of fair value less costs of disposal (FVLCD) and value-in-use

(VIU). The future cash flow expected is derived using estimates of proven and probable reserves and

information regarding the mineral, stream and oil & gas properties, respectively, that could affect the

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future recoverability of the Company’s interests. Discount factors are determined individually for each

asset and reflect their respective risk profiles.

Assets are subsequently reassessed for indications that an impairment loss previously recognised may

no longer exist. An impairment charge is reversed if the conditions that gave rise to the recognition of

an impairment loss are subsequently reversed and the asset’s recoverable amount exceeds its carrying

amount. Impairment losses can be reversed only to the extent that the recoverable amount does not

exceed the carrying value that would have been determined had no impairment been recognised previously.

Exploration and evaluation assets are tested for impairment when there is an indication that a particular

exploration and evaluation project may be impaired. Examples of indicators of impairment include a

significant price decline over an extended period, the decision to delay or no longer pursue the exploration

and evaluation project, or an expiration of rights to explore an area. In addition, exploration and evaluation

assets are assessed for impairment upon their reclassification to producing assets (oil and gas interest

in property, plant and equipment). In assessing the impairment of exploration and evaluation assets, the

carrying value of the asset would be compared to the estimated recoverable amount and any impairment

loss is recognised immediately in profit or loss.

Goodwill is tested for impairment annually as at 31 December and when circumstances indicate that the

carrying value may be impaired.

Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of

CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying

amount, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in

future periods.

3.12

Convertible bonds

Convertible bonds are separated into liability and equity components based on the terms of the contract.

The fair value of the liability component on initial recognition is calculated by discounting the contractual

cash flows using a market interest rate for an equivalent non-convertible instrument. The difference

between the fair value of the liability component and the proceeds received on issue is recorded as equity.

Transaction costs are apportioned between the liability and the equity components of the instrument

based on the amounts initially recognised. The liability component is classified as a financial liability

measured at amortised cost (net of transaction costs) until it is extinguished on conversion or settlement.

The equity component is not remeasured.

3.13

Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the

contract conveys the right to control the use of an identified asset for a period of time in exchange for

consideration.

The determination of whether an arrangement is, or contains, a lease is based on the substance of the

arrangement at the date of inception. The arrangement is assessed to determine whether fulfilment is

dependent on the use of a specific asset (or assets) and the arrangement conveys a right to use the asset

(or assets), even if that asset is (or those assets are) not explicitly specified in an arrangement. With the

exception of leases in joint operations (see below), the Group is not a lessor in any transactions, it is only

a lessee.

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term

leases, leases of low-value assets and leases to explore for or use minerals, oil, natural gas and similar

non-regenerative resources. The Group recognises lease liabilities to make lease payments and right-of-

use assets representing the right to use the underlying assets.

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i) Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the

underlying asset is available for use).

The right-of-use asset is measured at cost, less any accumulated depreciation and impairment losses,

and adjusted for any remeasurement of lease liabilities. Cost comprises the initial amount of the lease

liability and any lease payments made at or before the commencement date, plus any initial direct costs

incurred and an estimate of costs required to remove or restore the underlying asset, less any lease

incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the

lease term and the estimated useful lives of the assets, as follows:

•

Property leases 1 to 10 years

•

Motor vehicles and other equipment 1 to 12 years

If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects

the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.

The right-of-use assets are also subject to impairment.

ii) Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present

value of lease payments to be made over the lease term. The lease payments include fixed payments

(including in substance fixed payments) less any lease incentives receivable, variable lease payments that

depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease

payments also include the exercise price of a purchase option reasonably certain to be exercised by the

Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising

the option to terminate.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the

lease commencement date if the interest rate implicit in the lease is not readily determinable. After the

commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and

reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured

if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to

future payments resulting from a change in an index or rate used to determine such lease payments) or a

change in the assessment of an option to purchase the underlying asset.

The Group’s lease liabilities are included in Interest-bearing loans and borrowings (see Note 21).

iii) Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of machinery and

equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date

and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption

to leases of office equipment that are considered to be low value. Lease payments on short-term leases

and leases of low value assets are recognised as expense on a straight-line basis over the lease term.

iv) Other leases outside the scope of IFRS 16

Leases to explore for or use minerals, oil, natural gas and similar non-regenerative resources are outside

the scope of IFRS 16 and are recognised as exploration and evaluation costs or as oil and gas assets, as

appropriate. Please refer to notes 3.4 and 3.5.

Accounting for leases in joint operations

Where the Group enters into lease agreements as operator of a joint operation and is sole signatory to a

lease contract, it recognises its obligations under the lease in full to reflect the legal position of the Group

as the contracting counterparty for such leases. Where the obligations of the non-operator parties under

the joint operating agreement give rise to a sub-lease, the related proportion of the right-of-use asset

is derecognised and a finance lease receivable recorded to reflect the proportion of the lease liability

recoverable from the non-operator parties to the joint operating agreement.

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3.14

Financial instruments – initial recognition and subsequent measurement

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial

liability or equity instrument of another entity.

i) Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair

value through other comprehensive income (OCI), or fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual

cash flow characteristics and the Group’s business model for managing them. With the exception of trade

receivables that do not contain a significant financing component or for which the Group has applied

the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of

a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not

contain a significant financing component or for which the Group has applied the practical expedient are

measured at the transaction price determined under IFRS 15.

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it

needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal

amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument

level.

The Group’s business model for managing financial assets refers to how it manages its financial assets

in order to generate cash flows. The business model determines whether cash flows will result from

collecting contractual cash flows, selling the financial assets, or both.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in two categories:

•

Financial assets at amortised cost (debt instruments)

•

Financial assets at fair value through profit or loss

Financial assets at amortised cost

Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method

and are subject to impairment under the expected credit loss model. Gains and losses are recognised in

profit or loss when the asset is derecognised, modified or impaired.

The Group’s financial assets at amortised cost include trade receivables.

Financial assets at fair value through profit or loss

The Group’s financial assets at fair value through profit or loss include financial assets designated

upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be

measured at fair value.

Financial assets at fair value through profit or loss are carried in the statement of financial position at fair

value with net changes in fair value recognised in the statement of profit or loss.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial

assets) is primarily derecognised (i.e., removed from the Group’s consolidated statement of financial

position) when the rights to receive cash flows from the asset have expired or are transferred.

Impairment of financial assets

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held

at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows

due in accordance with the contract and all the cash flows that the Group expects to receive, discounted

at an approximation of the original effective interest rate. The expected cash flows will include cash flows

from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant

increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default

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events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for

which there has been a significant increase in credit risk since initial recognition, a loss allowance is

required for credit losses expected over the remaining life of the exposure, irrespective of the timing of

the default (a lifetime ECL).

For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs.

Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based

on lifetime ECLs at each reporting date.

The Group considers a financial asset in default when contractual payments are 90 days past due.

However, in certain cases, the Group may also consider a financial asset to be in default when internal or

external information indicates that the Group is unlikely to receive the outstanding contractual amounts

in full before taking into account any credit enhancements held by the Group. A financial asset is written

off when there is no reasonable expectation of recovering the contractual cash flows.

ii) Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or

loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective

hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and

payables, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables, loans and borrowings and derivative

financial instruments.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and

financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing

in the near term. This category also includes derivative financial instruments entered into by the Group

that are not designated as hedging instruments in hedge relationships as defined by IFRS 9

Financial

Instruments

. Separated embedded derivatives are also classified as held for trading unless they are

designated as effective hedging instruments.

Gains or losses on financial liabilities recognised at fair value through profit and loss are recognised in

the statement of profit or loss. The Group discloses the unwinding of the discount separately, in finance

costs, from the mark to market gain or loss.

Loans and borrowings

This is the category most relevant to the Group. After initial recognition, interest-bearing loans and

borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are

recognised in profit or loss when the liabilities are derecognised, modified and through the EIR amortisation

process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees

or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the

statement of profit or loss.

This category generally applies to interest-bearing loans and borrowings.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or

expires. When an existing financial liability is replaced by another from the same lender on substantially

different terms, or the terms of an existing liability are substantially modified, such an exchange or

modification is treated as the derecognition of the original liability and the recognition of a new liability.

The difference in the respective carrying amounts is recognised in the statement of profit or loss.

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iii) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated

statement of financial position if there is a currently enforceable legal right to offset the recognised

amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities

simultaneously.

Derivative financial instruments and hedge accounting

Initial recognition and subsequent measurement

The Group uses derivative financial instruments, such as interest rate swaps and forward commodity

contracts, to hedge its interest rate risks and commodity price risks, respectively. Such derivative financial

instruments are initially recognised at fair value on the date on which a derivative contract is entered into

and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair

value is positive and as financial liabilities when the fair value is negative.

For the purpose of hedge accounting, hedges are classified as:

•

Fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or

liability or an unrecognised firm commitment

•

Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable

to a particular risk associated with a recognised asset or liability or a highly probable forecast

transaction or the foreign currency risk in an unrecognised firm commitment

•

Hedges of a net investment in a foreign operation

At the inception of a hedge relationship, the Group formally designates and documents the hedging

instrument and the hedged item to which it wishes to apply hedge accounting and the risk management

objective and strategy for undertaking the hedge.

A hedging relationship qualifies for hedge accounting if it meets all of the following effectiveness

requirements:

•

There is ‘an economic relationship’ between the hedged item and the hedging instrument.

•

The effect of credit risk does not ‘dominate the value changes’ that result from that economic

relationship.

•

The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the

hedged item that the Group actually hedges and the quantity of the hedging instrument that the

Group actually uses to hedge that quantity of hedged item.

Hedges that meet all the qualifying criteria for hedge accounting are accounted for, as described below:

Cash flow hedges

The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow

hedge reserve, while any ineffective portion is recognised immediately in the statement of profit or loss.

The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging

instrument and the cumulative change in fair value of the hedged item attributable to the hedged risk.

From time to time, the Group may use forward commodity contracts for its exposure to volatility in the

commodity prices. The ineffective portion relating to forward commodity contracts is recognised in

revenue or cost of sales.

The Group designates only the spot element of forward contracts as a hedging instrument. The forward

element is recognised in OCI and accumulated in a separate component of equity.

The amount accumulated in OCI is reclassified to profit or loss as a reclassification adjustment in the

same period or periods during which the hedged cash flows affect profit or loss.

If cash flow hedge accounting is discontinued, the amount that has been accumulated in OCI must remain

in accumulated OCI if the hedged future cash flows are still expected to occur. Otherwise, the amount

will be immediately reclassified to profit or loss as a reclassification adjustment. After discontinuation,

once the hedged cash flow occurs, any amount remaining in accumulated OCI must be accounted for

depending on the nature of the underlying transaction.

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Equity instruments

Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

Ordinary shares

Ordinary shares are classified as equity and measured at their nominal value. Any premiums received on

issue of share capital above its nominal value, are recognised as share premium within equity. Associated

issue costs are deducted from share premium.

3.15

Share-based payment

Equity-settled transactions

Awards to non-employees:

The fair value of the equity settled awards has been determined at the date the goods or services are

received with a corresponding increase in equity (share-based payment reserve).

Awards to employees:

Employees (including senior executives) of the Group receive remuneration in the form of share-based

payments, whereby employees render services as consideration for equity instruments (equity-settled

transactions).

The fair value of the equity settled awards has been determined at the date of grant of the award allowing

for the effect of any market-based performance conditions.

That cost is recognised in employee benefits expense, together with a corresponding increase in equity

(share-based payment reserve), over the period in which the service and, where applicable, the performance

conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled

transactions at each reporting date until the vesting date reflects the extent to which the vesting period

has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest.

The expense or credit in the statement of profit or loss for a period represents the movement in cumulative

expense recognised as at the beginning and end of that period.

Service and non-market performance conditions are not taken into account when determining the grant

date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s

best estimate of the number of equity instruments that will ultimately vest. Market performance conditions

are reflected within the grant date fair value. Any other conditions attached to an award, but without an

associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are

reflected in the fair value of an award and lead to an immediate expensing of an award unless there are

also service and/or performance conditions.

No expense is recognised for awards that do not ultimately vest because non-market performance and/

or service conditions have not been met. Where awards include a market or non-vesting condition, the

transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied,

provided that all other performance and/or service conditions are satisfied.

3.16

Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date. The fair value measurement is based

on the presumption that the transaction to sell the asset or transfer the liability takes place either: in the

principal market for the asset or liability or in the absence of a principal market, in the most advantageous

market for the asset or liability.

The fair value of an asset or a liability is measured using the assumptions that market participants would

use when pricing the asset or liability, assuming that market participants act in their economic best

interest. A fair value measurement of a non-financial asset takes into account a market participant’s

ability to generate economic benefits by using the asset in its highest and best use or by selling it to

another market participant that would use the asset in its highest and best use.

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The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient

data are available to measure fair value, maximising the use of relevant observable inputs and minimising

the use of unobservable inputs.

All assets and liabilities, for which fair value is measured or disclosed in the consolidated financial

statements, are categorised within the fair value hierarchy, described as follows, based on the lowest-level

input that is significant to the fair value measurement as a whole:

•

Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities

•

Level 2 – Valuation techniques for which the lowest-level input that is significant to the fair value

measurement is directly or indirectly observable

•

Level 3 – Valuation techniques for which the lowest-level input that is significant to the fair value

measurement is unobservable

For assets and liabilities that are recognised in the consolidated financial statements on a recurring basis,

the Group determines whether transfers have occurred between levels in the hierarchy by reassessing

categorisation (based on the lowest-level input that is significant to the fair value measurement as a

whole) at the end of each reporting period.

3.17

Cash and cash equivalents

Cash and cash equivalents comprise of cash at bank, demand deposits and also cash reserves retained

as a bank security pledge in respect of bank guarantees (Note 28), with a maturity of three months or less

that are subject to an insignificant risk of changes in their fair value.

The cash reserves retained as a bank security pledge in respect of bank guarantees are defined as

deposits in escrow and held in designated bank deposits accounts to be released when the Group meet

the specified expenditure milestones.

Restricted cash comprises balances retained in respect of the Group’s Senior Secured Notes and cash

collateral provided under a letter of credit facility for issuing bank guarantees for Group’s activities in

Israel (see Note 16). The nature of the restrictions on these balances mean that they do not qualify for

classification as cash equivalents.

3.18

Over/underlift

Lifting or offtake arrangements for oil and gas produced in certain of the Group’s jointly owned operations

are such that each participant may not receive and sell its precise share of the overall production in each

period. The resulting imbalance between cumulative entitlement and cumulative production less stock is

underlift or overlift. Underlift and overlift are valued at market value and included within receivables and

payables respectively. Movements during an accounting period are adjusted through cost of sales such

that gross profit is recognised on an entitlements basis.

In respect of redeterminations, any adjustments to the Group’s net entitlement of future production is

accounted for prospectively in the period in which the make-up oil is produced. Where the make-up period

extends beyond the expected life of a field an accrual is recognised for the expected shortfall.

3.19

Inventories

Inventories comprise crude oil and by-product (sulphur), consumables and other spare parts. Inventories

are stated at the lower of cost and net realisable value. Cost is determined using the monthly weighted

average cost method. The cost of finished goods and work in progress comprises raw materials, direct

labour, other direct costs and related production overheads. It does not include borrowing costs. Net

realisable value is the estimated selling price in the ordinary course of business, less estimated costs of

completion and estimated costs necessary to make the sale. Spare parts consumed within a year are

carried as inventory and recognised in profit or loss when consumed.

The Group assesses the net realisable value of the inventories at the end of each year and recognises in

the consolidated statement of profit or loss the appropriate valuation adjustment if the inventories are

overstated. When the circumstances that previously caused impairment no longer exist or when there

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GROUP FINANCIAL STATEMENTS

is clear evidence of an increase in the inventories’ net realisable value due to a change in the economic

circumstances, the amount thereof is reversed.

3.20

Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of

past events, it is probable that an outflow of resources will be required to settle the obligation, and a

reliable estimate of the amount can be made. Where the Group expects a provision to be reimbursed,

for example under an insurance contract, the reimbursement is recognised as a separate asset but only

when the reimbursement is virtually certain. The amount recognised as a provision is the best estimate

of the consideration required to settle the present obligation at the end of the reporting period, taking

into account the risk and uncertainties surrounding the obligation. The expense relating to a provision is

presented in profit or loss net of any reimbursement. If the effect of the time value of money is material,

provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. When

discounting is used, the increase in the provision due to the passage of time is recognised as a finance

cost.

Decommissioning costs

Provision for decommissioning is recognised in full when the related facilities are installed. A corresponding

amount equivalent to the provision is also recognised as part of the cost of the related property, plant and

equipment.

The amount recognised is the estimated cost of decommissioning, discounted to its net present value at a

risk-free discount rate, and is reassessed each year in accordance with local conditions and requirements.

Changes in the estimated timing of decommissioning or decommissioning cost estimates are dealt with

prospectively by recording an adjustment to the provision, and a corresponding adjustment to property,

plant and equipment. The unwinding of the discount on the decommissioning provision is included as a

finance cost.

3.21

Revenue

Revenue from contracts with customers is recognised when control of the gas/crude oil/by-products

or rendering of services are transferred to the customer at an amount that reflects the consideration to

which the Group expects to be entitled in exchange for those goods or services.

The Group has concluded that it is the principal in its revenue arrangements because it typically controls

the goods or services before transferring them to the customer. In certain jurisdictions in which the Group

operates royalties are levied by the government. The government can request that these royalty payments

be made in cash or in kind. In the current year and in prior years the government has requested cash

payments be made and therefore the Group has not made any royalty payments in kind. As such the

Group obtains control of all the underlying reserves once extracted, sells the production to its customers

and then remits the proceeds to the royalty holder and is therefore considered to be acting as the principal.

Sale of gas, crude oil and by-products

Sales revenue represents the sales value, net of VAT, of actual sales volumes to customers in the year

together with the gain/loss on realisation of cash flow hedges.

The Group’s accounting policy under IFRS 15 is that revenue is recognised when the Group satisfies a

performance obligation by transferring oil or gas to its customer. The title to oil and gas typically transfers

to a customer at the same time as the customer takes physical possession of the oil or gas. Typically, at

this point in time, the performance obligations of the Group are fully satisfied. The revenue is recorded

when the oil or gas has been physically delivered to a vessel or pipeline.

Rendering of services

The Group recognises revenue from technical advisory services, using an input method to measure

progress towards complete satisfaction of the service, because the customer simultaneously receives

and consumes the benefits provided by the Group. The Group recognises revenue from advisory services

on the basis of the labour hours expended relative to the total expected labour hours to complete the

service.

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GROUP FINANCIAL STATEMENTS

3.22

Retirement benefit costs

State managed retirement benefit scheme

Payments made to state managed retirement benefit schemes (e.g. government social insurance fund)

are dealt with as payments to defined contribution plans where the Group’s obligations under the plans

are equivalent to those arising in a defined contribution plan. The Group’s contributions are expensed as

incurred and are included in staff costs. The Group has no legal or constructive obligations to pay further

contributions if the government scheme does not hold sufficient assets to pay all employees benefits

relating to employee service in the current and prior periods.

Defined benefit plan

The Group operates an unfunded defined benefit plan in which a lump sum amount is specified and is

payable at the termination of employees’ services based on such factors as the length of the employees’

service and their salary. The liability recognised for the defined benefit plan is the present value of the

defined benefit obligation at the reporting date.

The cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial

valuations being carried out at each reporting date. These assumptions used in the actuarial valuations

are developed by management with the assistance of independent actuaries.

Service costs on the defined benefit plan are included in staff costs. Interest expense on the defined

benefit liability is included in finance costs. Gains and losses resulting from other remeasurements of the

defined benefit liability are included in other comprehensive income and are not reclassified to profit or

loss in subsequent periods.

3.23

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets,

which are assets that necessarily take a substantial period of time to get ready for their intended use or

sale, are added to the cost of those assets, until such time as the assets are substantially ready for their

intended use or sale. Investment income earned on the temporary investment of specific borrowings

pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for

capitalisation.

Excluded from the above capitalisation policy are any qualifying assets that are inventories that are

produced in large quantities on a repetitive basis and any Exploration and Evaluation assts which have

not resulted in the classification of commercial reserves.

Borrowing costs consist of interest and other costs that the Group incurs in connection with the borrowing

of funds.

3.24

Tax

Income tax expense represents the sum of current and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as

reported in the consolidated financial statements because it excludes items of income or expense that

are taxable or deductible in other years and it further excludes items that are never taxable or deductible.

The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively

enacted by the reporting date.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities

in the consolidated financial statements and the corresponding tax bases used in the computation of

taxable profit, based on tax rates that have been enacted or substantively enacted by the reporting date.

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 taxable profits will be available against which

deductible temporary differences can be utilised. No deferred tax is recognised if the temporary difference

arises from goodwill or from the initial recognition (other than in a business combination) of assets and

liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

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GROUP FINANCIAL STATEMENTS

Current and deferred tax assets and corresponding liabilities are offset when there is a legally enforceable

right to set off current tax assets against current tax liabilities and when they relate to income taxes levied

by the same taxation authority and the Group intends to settle its tax assets and liabilities on a net basis.

3.25

Equity, reserves and dividend payments

Share capital represents the nominal (par) value of shares that have been issued. Share premium includes

any premiums received on issue of share capital. Any transaction costs associated with the issuing of

shares are deducted from share premium, net of any related income tax benefits.

Other components of equity include the following:

•

Remeasurement of net defined benefit liability – comprises the actuarial losses from changes in

demographic and financial assumptions and the return on plan assets (see Note 3.22)

•

Translation reserve – comprises foreign currency translation differences arising from the translation

of financial statements of the Group’s foreign entities (see Note 3.1)

•

Merger reserves – On 30 June 2017, the Company became the parent company of the Group

through the acquisition of the full share capital of Energean E&P Holdings Limited. From that

point, in the consolidated financial statements, the share capital became that of Energean plc. The

previously recognised share capital and share premium of Energean E&P Holdings Limited was

eliminated with a corresponding positive merger reserve.

Share-based payment reserve: The share-based payments reserve is used to recognise the value of equity-

settled share-based payments granted to parties including employees and key management personnel,

as part of their remuneration.

Retained earnings includes all current and prior period retained profits.

All transactions with owners of the parent are recorded separately within equity.

Dividend distributions payable to equity shareholders are included in other liabilities when the dividends

have been approved in a general meeting prior to the balance sheet date.

4

Critical accounting estimates and judgements

The preparation of these consolidated financial statements in conformity with IFRS requires the use of

accounting estimates and assumptions, and also requires management to exercise its judgement, in the

process of applying the Group’s accounting policies.

Estimates, assumptions and judgement applied are continually evaluated and are based on historical

experience and other factors, including expectations of future events that are believed to be reasonable

under the circumstances. Although these estimates, assumptions and judgement are based on

management’s best knowledge of current events and actions, actual results may ultimately differ.

4.1

Critical judgements in applying the Group’s accounting policies

The following are management judgements in applying the accounting policies of the Group that have the

most significant effect on the consolidated financial statements:

Carrying value of intangible exploration and evaluation assets (note 13)

Amounts carried under intangible exploration and evaluation assets represent active exploration projects.

Capitalised costs will be written off to the income statement as exploration costs unless commercial

reserves are established or the determination process is not completed and there are no indications

of impairment in accordance with the Group’s accounting policy. The process of determining whether

there is an indicator for impairment or impairment reversal and quantifying the amount requires critical

judgement. The key areas in which management has applied judgement as follows: the Group’s intention

to proceed with a future work programme; the likelihood of license renewal or extension; the assessment

of whether sufficient data exists to indicate that, although a development in the specific area is likely to

proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full

from successful development or by sale; and the success of a well result or geological or geophysical

survey.

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GROUP FINANCIAL STATEMENTS

Identification of cash generating units

In considering the carrying value of property, plant and equipment the Group has to make a critical

judgement in relation to the identification of the smallest cash generating units to which those assets are

allocated. In all countries except for Italy the cash generating unit is considered to be at the concession

level. In Italy the gas field concessions are connected via a shared pipeline with different points of

entry, which allows production to be changed from one concession to another. In view of this shared

infrastructure that exists in Italy and the ability to move sales between assets as well as the management

of spare parts and the organisational structure of the Italian business the Group has determined that the

related cash inflows are interdependent and therefore identified five cash generating units in Italy being

Italy Gas and then the oil fields (Vega, Sarago Mare, Rospo and Other Oil fields) which is consistent with

how the Group monitors the business.

4.2

Estimation uncertainty

The estimates and assumptions that 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:

Impairment of property, plant and equipment

The Group assesses at each reporting date whether there is an indication that an asset (or CGU) may be

impaired. The Group assesses impairment at each reporting date by evaluating conditions specific to the

Group that may lead to impairment of assets. Where indicators of impairments or impairment reversals

are present and an impairment or impairment reversal test is required, the calculation of the recoverable

amount requires estimation of future cash flows within complex impairment models. The recoverable

amount (which is the higher of fair value less costs to sell and value in use) of the cash-generating unit

to which the assets belong is then estimated based on the present value of future discounted cash

flows. Key assumptions and estimates used in both the impairment models and in the calculation of the

recoverable amount are: commodity price assumptions, production profiles, the future impact of risks

associated with climate change, discount rates and commercial reserves and the related cost profiles.

Commercial (proven and probable) reserves are estimates of the amount of oil and gas that can be

economically extracted from the Group’s oil and gas assets. The Group’s impairment assessment did

not identify any cash generating units for which a reasonably possible change in a key assumption would

result in impairment or impairment reversal, except for the Vega oil field in Italy. A 8% decrease in Brent

would eliminate the current headroom of the Vega CGU.

Management has considered how the Group’s identified climate risks and climate related goals (as

discussed in the Strategic Report) may impact the estimation of the recoverable amount of cash-generating

units in the impairment assessments. The anticipated extent and nature of the future impact of climate on

the Group’s operations and future investment, and therefore estimation of recoverable value, is not uniform

across all cash-generating units. There is a range of inherent uncertainties in the extent that responses

to climate change may impact the recoverable value of the Group’s cash-generating units, with many

of these being outside the Group’s control. These include the impact of future changes in government

policies, legislation and regulation, societal responses to climate change, the future availability of new

technologies and changes in supply and demand dynamics.

The Group has incorporated carbon pricing when preparing discounted cash flow valuations. Carbon

prices are incorporated based on currently enacted legislation (where relevant). Carbon costs are based

on the forecast carbon price per tonne/CO2e, multiplied by estimated Scope 1 and 2 emissions for the

relevant operation. As part of the impairment assessment the Group has run sensitivity scenarios for the

IEA’s 2022 WEO climate scenarios (Stated Policies Scenario (STEPS), Announced Pledges Scenario (APS)

and Net-Zero Emissions by 2050 Scenario (NZE)). Specific

scenarios are not used as an input to asset

valuations for financial reporting purposes as no single scenario is representative of management’s best

estimate of the likely assumptions that would be used by a market participant when valuing the Group’s

assets. The Groups CGUs in Italy and Greece are most impacted by the scenarios, specifically the Vega

field which as noted above is sensitive to changes in Brent prices.

Further details about the carrying value of property, plant and equipment are shown in Note 12 of the

consolidated financial statements.

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GROUP FINANCIAL STATEMENTS

Measurement of Contingent consideration (note 26.1)

The acquisition of Edison Exploration & Production S.p.A completed in 2020 included a contingent

consideration of up to $100.0 million for which the fair value has been estimated at $86.3 million at

31 December 2022, based on pricing simulations. The final consideration amount will be determined

on the basis of future gas prices (PSV) recorded at the time of at the time of first gas production at

Cassiopea, which is expected in 2024.

Hydrocarbon reserve and resource estimates

The Group’s oil and gas development and production properties are depreciated on a unit of production

basis at a rate calculated by reference to developed and undeveloped proved and probable commercial

reserves (2P developed and undeveloped) which are estimated to be recoverable with existing and future

developed facilities using current operating methods, determined in accordance with the Petroleum

Resources Management System published by the Society of Petroleum Engineers, the World Petroleum

Congress and the American Association of Petroleum Geologists.

Commercial reserves are determined using estimates of oil and gas in place, recovery factors and future

prices. The level of estimated commercial reserves is also a key determinant in assessing whether

the carrying value of any of the Group’s oil and gas properties has been impaired. As the economic

assumptions used, including the impact of climate change, may change and as additional geological

information is produced during the operation of a field, estimates of recoverable reserves may change.

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

•

Depreciation and amortisation charges in profit or loss may change where such charges are

determined using the units of production method, or where the useful life of the related assets

change

•

Impairment charges in profit or loss

•

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

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

•

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

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

assets.

The impact upon commercial reserves (if any) and the aggregate depletion charge for the year of a

fluctuation of the forward Brent oil price and PSV price assumption as well as the Group’s carrying amount

of oil and gas properties for the current and prior period are presented in note 12. Management monitors

the impact on the commercial reserves and the depletion charge on a Group level.

Decommissioning liabilities (note 23):

There is uncertainty around the cost of decommissioning as cost estimates can vary in response to

many factors, including from changes to market rates for goods and services, to the relevant legal

requirements, the emergence of new technology or experience at other assets. The expected timing,

work scope, amount of expenditure, discount and inflation rates may also change. Therefore significant

estimates and assumptions are made in determining the provision for decommissioning.

The estimated decommissioning costs are reviewed annually by an internal expert and the results of this

review are then assessed alongside estimates from operators. Provision for environmental clean-up and

remediation costs is based on current legal and contractual requirements, technology and price levels.

The Group considers the impact of climate change on environmental restoration and decommissioning

provisions, specifically the timing of future cash flows, and has concluded that it does not currently

represent a key source of estimation uncertainty. Changes to legislation, including in relation to climate

change, are factored into the provisions when the legislation becomes enacted.

5

Segmental reporting

The information reported to the Group’s Chief Executive Officer and Chief Financial Officer (together the

Chief Operating Decision Makers) for the purposes of resource allocation and assessment of segment

performance is focused on four operating segments: Europe, (including Greece, Italy, UK, Croatia), Israel,

Egypt and New Ventures (Montenegro and Malta).

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GROUP FINANCIAL STATEMENTS

The Group’s reportable segments under IFRS 8 Operating Segments are Europe, Israel and Egypt.

Segments that do not exceed the quantitative thresholds for reporting information about operating

segments have been included in Other.

Segment revenues, results and reconciliation to profit before tax

The following is an analysis of the Group’s revenue, results and reconciliation to profit/(loss) before tax

by reportable segment:

($’000)

Europe

Israel

Egypt

Other & inter-

segment

transactions

Total

Year ended 31 December 2022

Revenue from Oil

206,959

–

–

–

206,959

Revenue from Gas

328,506

45,153

156,264

–

529,923

Other

(31,298)

(18,031)

57,131

(7,603)

199

Total revenue

504,167

27,122

213,395

(7,603)

737,081

Adjusted EBITDAX

86

262,655

(4,498)

164,581

(1,125)

421,613

Reconciliation to proﬁt before tax:

Depreciation and amortisation

expenses

(27,199)

(12,112)

(43,266)

(783)

(83,360)

Share-based payment charge

(1,423)

(214)

(89)

(4,318)

(6,044)

Exploration and evaluation

expenses

(61,071)

(1,819)

–

(8,505)

(71,395)

Impairment loss on property,

plant and equipment

(27,628)

–

–

–

(27,628)

Other expense

(5,742)

(1,102)

–

(8,317)

(15,161)

Other income

1,284

54

12,067

728

14,133

Finance income

3,777

6,379

1,705

(2,289)

9,572

Finance costs

(32,395)

(29,811)

(858)

(44,251)

(107,315)

Unrealised loss on derivatives

(5,203)

–

–

–

(5,203)

Net foreign exchange gain/(loss)

4,065

(3,085)

(7,498)

(15,689)

(22,207)

Proﬁt/(loss) before income tax

111,120

(46,208)

126,642

(84,549)

107,005

Taxation income / (expense)

(42,283)

10,951

(57,766)

(636)

(89,734)

Proﬁt/(loss) from continuing

operations

68,837

(35,257)

68,876

(85,185)

17,271

Year ended 31 December 2021

Revenue from oil

165,496

–

–

144

165,640

Revenue from Gas

137,468

–

133,503

(2)

270,969

Other

13,156

–

55,446

(8,226)

60,376

Total revenue

316,120

–

188,949

(8,084)

496,985

Adjusted EBITDAX

6

88,288

(4,969)

130,634

(1,881)

212,072

Reconciliation to proﬁt before tax:

Depreciation and amortisation

expenses

(55,001)

(93)

(41,626)

(731)

(97,451)

Share-based payment charge

(967)

(231)

–

(4,523)

(5,721)

86

Adjusted EBITDAX is a non-IFRS measure used by the Group to measure business performance. It is calculated as profit

or loss for the period, adjusted for discontinued operations, taxation, depreciation and amortisation, share-based payment

charge, impairment of property, plant and equipment, other income and expenses (including the impact of derivative financial

instruments and foreign exchange), net finance costs and exploration and evaluation expenses.

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GROUP FINANCIAL STATEMENTS

($’000)

Europe

Israel

Egypt

Other & inter-

segment

transactions

Total

Exploration and evaluation

expenses

(86,490)

(50)

–

(1,138)

(87,678)

Other expense

(2,150)

(461)

(1,543)

(2,865)

(7,019)

Other income

16,065

19

1,851

(51)

17,884

Finance income

13,450

7,849

985

(19,334)

2,950

Finance costs

(28,318)

(18,526)

(9,059)

(41,477)

(97,380)

Unrealised loss on derivatives

(21,477)

–

–

–

(21,477)

Net foreign exchange gain/(loss)

31,000

520

479

(38,921)

(6,922)

Proﬁt/(Loss) before income tax

(45,600)

(15,942)

81,721

(110,921)

(90,742)

Taxation income / (expense)

29,026

5,017

(39,100)

(355)

(5,412)

Proﬁt/(Loss) from continuing

operations

(16,574)

(10,925)

42,621

(111,276)

(96,154)

The following table presents assets and liabilities information for the Group’s operating segments as at

31 December 2022 and 31 December 2021, respectively:

Year ended 31 December 2022

($’000)

Europe

Israel

Egypt

Other & inter-

segment

transactions

Total

Oil & Gas properties

536,874

3,264,364

409,732

(14,440)

4,196,530

Other ﬁxed assets

13,365

4,750

17,325

(65)

35,375

Intangible assets

48,249

219,354

20,639

8,136

296,378

Trade and other receivables

141,509

82,611

131,453

(17,609)

337,964

Deferred tax asset

244,394

–

–

(2,168)

242,226

Other assets

883,576

24,933

96,942

(382,497)

622,954

Total assets

1,867,967

3,596,012

676,091

(408,643)

5,731,427

Trade and other payables

220,706

540,459

50,563

114,506

926,234

Borrowings

61,437

2,471,030

–

488,429

3,020,896

Decommissioning provision

724,458

84,299

–

–

808,757

Current tax payable

109,468

–

–

41

109,509

Other liabilities

124,201

40,882

18,498

32,252

215,833

Total liabilities

1,240,270

3,136,670

69,061

635,228

5,081,229

Other segment information

Capital Expenditure

87

:

Property, plant and equipment

85,840

537,527

105,792

(368)

728,791

Intangible, exploration and

evaluation assets

12,143

124,718

193

3,970

141,024

87

Capital expenditure is defined as additions to property, plant and equipment and intangible exploration and evaluation assets

less decommissioning asset additions, right-of-use asset additions, capitalised share-based payment charge and capitalised

borrowing costs.

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GROUP FINANCIAL STATEMENTS

Year ended 31 December 2022

($’000)

Europe

Israel

Egypt

Other & inter-

segment

transactions

Total

Oil & Gas properties

537,600

2,584,828

342,528

(9,694)

3,455,262

Other ﬁxed assets

16,578

3,917

24,076

(360)

44,211

Intangible assets

74,868

95,941

20,484

36,848

228,141

Trade and other receivables

164,131

22,769

102,605

(979)

288,526

Deferred tax asset

154,798

–

–

–

154,798

Other assets

674,157

379,248

98,720

(81,711)

1,070,414

Total assets

1,622,132

3,086,703

588,413

(55,896)

5,241,352

Trade and other payables

197,865

74,115

25,511

152,216

449,706

Current tax payable

4,932

–

–

347

5,279

Borrowings

–

2,463,524

–

483,602

2,947,126

Decommissioning provision

766,573

35,525

–

802,098

Other liabilities

113,808

180,689

24,663

858

320,018

Total liabilities

1,083,178

2,753,853

50,174

637,024

4,524,229

Other segment information

Capital Expenditure:

Property, plant and equipment

72,782

247,463

52,085

(14,330)

358,000

Intangible, exploration

and evaluation assets

40,523

6,342

215

3,329

50,409

Segment cash flows

Year ended 31 December 2022

($’000)

Europe

Israel

Egypt

Other & inter-

segment

transactions

Total

Net cash from / (used in)

operating activities

225,780

(7,850)

66,946

(12,723)

272,153

Cash outflow for investing

activities

(287,490)

(180,040)

(54,229)

213,818

(307,941)

Net cash from ﬁnancing activities

54,977

(133,953)

(2,528)

(185,975)

(267,479)

Net increase/(decrease) in cash

and cash equivalents

(6,733)

(321,843)

10,189

15,120

(303,267)

Cash and cash equivalents at

beginning of the period

71,312

349,827

19,254

290,446

730,839

Effect of exchange rate

fluctuations on cash held

(6,451)

(3,159)

(2,617)

12,543

316

Cash and cash equivalents at

end of the period

58,128

24,825

26,826

318,109

427,888

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GROUP FINANCIAL STATEMENTS

Year ended 31 December 2021

($’000)

Net cash from / (used in) operating

activities

43,394

(28,764)

128,659

(10,785)

132,504

Cash outflow from investing

activities

(99,040)

(490,381)

(53,553)

191

(642,783)

Net cash from ﬁnancing activities

120,446

831,677

(132,414)

240,056

1,059,765

Net increase/(decrease) in cash

and cash equivalents

64,800

312,532

(57,308)

229,462

549,486

Cash and cash equivalents at

beginning of the period

13,609

37,421

76,240

75,669

202,939

Effect of exchange rate fluctuations

on cash held

(7,093)

(125)

322

(14,690)

(21,586)

Cash and cash equivalents at end

of the period

71,316

349,828

19,254

290,441

730,839

6

Revenue

($’000)

2022

2021

Revenue from crude oil sales

206,959

165,924

Revenue from gas sales

529,923

270,969

Revenue from LPG sales

21,747

20,945

Revenue from condensate sales

35,384

34,126

Compensation to gas buyers

(18,031)

–

Gain/(Loss) on forward transactions

(55,189)

(285)

Petroleum product sales

2,697

4,618

Rendering of services

1,001

688

Revenue from contracts with customers

724,491

496,985

Other operating income-lost production insurance proceeds

12,590

–

Total Revenue

737,081

496,985

During August 2021 and in accordance with the GSPAs signed with a group of gas buyers, the Group

agreed to pay compensation to these counterparties due to the fact the gas supply date is taking place

beyond a certain date as defined in the GSPAs (being 30 June 2021). The compensation is accounted as

variable purchase consideration and deducted from revenue as gas is delivered to the offtakers.

Proceeds related to lost production under the business interruption insurance policy of $12.6

million

(2021: $0 million).

100% of the gas produced at Abu Qir (Egypt) is sold to EGPC under a Brent-linked gas price. The gas

price is determined based on Brent prices trading within a certain range, as set out in the agreement, and

contains both a floor price and a cap; limiting volatility and exposure to commodity price fluctuations

Page 195 of 255

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GROUP FINANCIAL STATEMENTS

Sales for the year ended 31 December (Kboe)

2022

2021

Egypt (net entitlement)

Gas

3,698

6,351

LPG

244

394

Condensate

286

553

Italy

Oil

2,440

2,083

Gas

1,406

1,474

Israel

Gas

1,781

UK

Gas

73

40

Oil

245

271

Croatia

Gas

38

57

Greece

Oil

–

403

Total

10,211

11,626

7

Operating profit/(loss)

($’000)

2022

2021

(a)

Cost of sales

Staff costs (note 8)

52,904

64,564

Energy cost

15,947

11,578

Flux Cost

36,970

11,561

Royalty payable

45,770

24,759

Other operating costs

88

132,688

149,133

Depreciation and amortisation (note 12 and 13)

79,362

94,647

Oil stock movement

(1,707)

(15,501)

Stock (underlift)/overlift movement

(3,004)

4,371

Total cost of sales

358,930

345,112

(b)

Administration expenses

Staff costs (note 8)

17,977

16,839

Other General & Administration expenses

15,960

15,667

Share-based payment charge included in administrative

expenses

6,044

5,714

Depreciation and amortisation (note 12, 13)

3,889

2,480

Auditor fees (note 7f)

2,072

2,273

45,942

42,973

(c)

Exploration and evaluation expenses

Staff costs for Exploration and evaluation activities

(Note 8)

3,012

3,695

88

Other operating costs comprise of insurance costs, gas transportation and treatment fees concession fees and planned

maintenance costs.

Page 196 of 255

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GROUP FINANCIAL STATEMENTS

($’000)

2022

2021

Exploration costs written off (Note 13)

65,550

82,125

Other exploration and evaluation expenses

2,833

1,858

71,395

87,678

(d)

Other expenses

Transaction costs in relation to Edison E&P

acquisition

89

–

2,052

Intra-group merger costs

3,212

605

Loss from disposal of Property plant & Equipment

1,102

36

Write-down of inventory

1,207

581

Expected credit losses

3,043

–

Provision for litigation and claims

1,198

520

Write down of property, plant and equipment costs

–

779

Other expenses

5,399

2,446

15,161

7,019

(e)

Other income

Reversal of expected credit loss allowance

10,970

1,853

Proﬁt from sale of inventory

1,643

–

Change in estimates of decommissioning provisions

–

7,836

Change in estimate of deﬁned beneﬁt obligation

–

3,463

Reversal of provision for litigation and claims

–

4,494

Other income

1,520

238

14,133

17,884

(f)

Fees to the Company’s auditor for:

The audit of the Company’s annual accounts

770

748

The audit of the Company’s subsidiaries pursuant to

legislation

777

783

Total audit services

1,547

1,531

Audit-related assurance services – half-year review

378

242

Reporting accountant services

–

1,008

Other services

147

75

2,072

2,856

89

Direct costs incurred in 2021 relating to the acquisition of Edison’s E&P business.

Page 197 of 255

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GROUP FINANCIAL STATEMENTS

8

Staff costs

The average monthly number of employees (including Executive Directors) employed by the Group

worldwide was:

Number

2022

2021

Administration

187

167

Technical

320

437

507

604

In

addition,

the

Group

consolidates

the

personnel

costs

of

its

Operating

Company,

Abu

Qir

Petroleum

Company (‘AQP’), owned at 100%. The table below details the average number of employees related to

AQP employees:

Number

2022

2021

AQP employee (excluding Energean employees)

626

640

626

640

($’000)

2022

2021

Salaries

90

85,056

94,624

Social security costs

8,706

11,995

Share-based payments (note 25)

6,243

5,933

100,005

112,552

Payroll cost capitalised in oil & gas assets and exploration &

evaluation costs

(16,694)

(20,218)

Payroll cost expensed

83,311

92,334

Included in:

Cost of sales (note 7a)

52,904

64,564

Administration expenses (note 7b)

24,021

22,553

Exploration & evaluation expenses (note 7c)

3,012

3,695

Intra-group merger costs (note 7d)

3,212

605

Other

162

917

83,311

92,334

Details of Directors’ remuneration, Directors’ transactions and Directors’ interests are set out in the part

of the Directors’ Remuneration Report described as having been audited, which forms part of these

Consolidated Financial Statements.

90

Including pension costs incurred.

Page 198 of 255

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GROUP FINANCIAL STATEMENTS

9

Net finance cost

($’000)

Notes

2022

2021

Interest on bank borrowings

21

1,527

96,678

Interest on Senior Secured Notes

21

167,372

106,993

Interest expense on long term payables

24

14,660

4,101

Interest expense on short term liabilities

54

55

Less amounts included in the cost of qualifying

assets

12,13

(123,635)

(174,153)

59,978

33,674

Finance and arrangement fees

11,334

12,420

Commission charges for bank guarantees

2,118

2,404

Unamortised ﬁnancing costs related to Greek RBL

and Egypt RBL

91

–

18,108

Other ﬁnance costs and bank charges

2,136

2,972

Loss on interest rate hedges

–

7,002

Unwinding of discount on right of use asset

2,159

1,316

Unwinding of discount on provision for

decommissioning

21,495

8,722

Unwinding of discount on deferred consideration

7,098

12,854

Unwinding of discount on convertible loan

4,054

3,159

Mark-to-market on contingent consideration

2,667

1,626

Less amounts included in the cost of qualifying

assets

(5,724)

(6,877)

Total ﬁnance costs

107,315

97,380

Interest income from time deposits

(9,572)

(2,950)

Total ﬁnance income

(9,572)

(2,950)

Foreign exchange losses

22,207

6,922

Net ﬁnancing costs

119,950

101,352

91

On 18 November 2021 the Group fully repaid the Prinos Project Finance (Greek RBLs) before the maturity date of 31 December

2024 and, as such, the unamortised financing costs have been expensed in the period.

Page 199 of 255

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GROUP FINANCIAL STATEMENTS

10

Taxation

(a) Taxation charge

($’000)

2022

2021

Corporation tax – current year

(199,563)

(44,922)

Corporation tax – prior years

(583)

353

Deferred tax (Note 14)

110,412

39,157

Total taxation (expense)

(89,734)

(5,412)

(b) Reconciliation of the total tax charge

The Group calculates its income tax expense by applying a weighted average tax rate calculated based on

the statutory tax rates of each country weighted according to the profit or loss before tax earned by the

Group in each jurisdiction where deferred tax is recognised or material current tax charge arises.

The effective tax rate for the period is 84% (31 December 2021: -6%).

The tax (charge) for the period can be reconciled to the loss per the consolidated income statement as

follows:

($’000)

2022

2021

Proﬁt/(Loss) before tax

107,005

(90,742)

Tax calculated at 27.5% weighted average rate (2021:

29.5%)

92

(29,453)

29,721

Impact of different tax rates

93

(9,960)

(5,176)

Utilisation of unrecognised deferred tax/ (Non recognition of

deferred tax)

83,737

2,953

Permanent differences

94

(16,341)

(34,470)

Foreign taxes

(54)

(244)

Windfall

tax

95

(119,425)

–

Tax effect of non-taxable income & allowances

2,217

1,348

Other adjustments

128

103

Prior year tax

(583)

353

Taxation (expense)

(89,734)

(5,412)

92

For the reconciliation of the tax rate, the weighted average rate of the statutory tax rates in Greece (25%), Cyprus (12.5%) Israel

(23%), Italy (24%), United Kingdom (19%/40%/55.07%) and Egypt (40.55%) was used weighted according to the profit or loss

before tax earned by the Group in each jurisdiction, excluding fair value uplifts profits.

93

“Impact of different tax rates” mainly consisted of the Italian regional taxes (IRAP).

94

Permanent differences mainly consisted of non-deductible expenses (-$15.0m), consolidation differences ($2.8m) and foreign

exchange differences (-$4.1m).

95

During 2022, Italy introduced: 1) a windfall tax in the form of a law decree which imposed a 25% one-off tax on profit margins

that rose by more than $5.26 million (€5.0 million) between October 2021 and April 2022 compared to the same period a year

earlier. The amount of the windfall tax paid by Energean Italy was $29.3mil and 2) In November 2022, Italy introduced a new

windfall tax that imposed a 50% one-off tax, calculated on 2022 taxable profits that are 10% higher than the average taxable

profits between 2018-2021. This amount has a ceiling equal to 25% of the value of the net assets at end-2021. Based on this,

Energean would be required to pay an additional one-off tax of $92.8 million ( €87.0 million) in June 2023. In addition, the Energy

(Oil and Gas) Profits Levy (EPL) was announced by the UK Government on 26 May 2022 and legislated for in July 2022. This

was a new, temporary 25% (to be increased to 35% from 1st January 2023) levy on ring fence profits of oil and gas companies.

This was in addition to Ring Fence Corporation Tax which is charged at 30% and the Supplementary Charge which is charged

at 10%. The Group’s exposure to the EPL is de minimis.

Page 200 of 255

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GROUP FINANCIAL STATEMENTS

11

Earnings/(Loss) per share

Basic earnings per ordinary share amounts are calculated by dividing net income for the year attributable

to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding

during the year. Diluted income per ordinary share amounts are calculated by dividing net income for the

year attributable to ordinary equity holders of the parent by the weighted average number of ordinary

shares outstanding during the year plus the weighted average number of ordinary shares that would be

issued if dilutive employee share options were converted into ordinary shares.

($’000)

2022

2021

Total proﬁt/(loss) attributable to equity shareholders

17,271

(96,046)

Effect of dilutive potential ordinary shares

96

4,054

–

21,325

(96,046)

2022

2021

Basic weighted average number of shares

177,931,019

177,278,840

Dilutive potential ordinary shares

6,714,731

–

Diluted weighted average number of shares

184,645,750

177,278,840

Basic earnings/(loss) per share

$0.10/share

$(0.54)/share

Diluted earnings/ (loss) per share

$0.12/share

$(0.54)/share

96

The $4.1million is the unwinding of the discount on the convertible loan notes (as disclosed in note 9) that will no longer be

incurred on conversion to shares. For further details on the convertible loan notes refer to note 21

Page 201 of 255

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GROUP FINANCIAL STATEMENTS

12

Property, plant & equipment

Property, Plant & Equipment

at Cost ($’000)

Oil and gas

asset

s

97

Leased

assets

98

Other property,

plant and

equipment

Total

At 1 January 2021

3,430,329

50,841

60,237

3,541,407

Additions

345,180

6,428

1,623

353,231

Lease modiﬁcation

–

2,261

–

2,261

Disposal of assets

(23)

–

(34)

(57)

Capitalised borrowing cost

178,891

–

–

178,891

Capitalised depreciation

227

–

–

227

Change in decommissioning

provision

(13,174)

–

–

(13,174)

Transfer from Intangible

assets

14,317

–

26

14,343

Foreign exchange impact

(57,960)

(2,285)

(2,806)

(63,051)

At 31 December 2021

3,897,787

57,245

59,046

4,014,078

Additions

742,665

1,195

1,534

745,394

Lease modiﬁcation

–

831

–

831

Disposal of assets

(900)

–

(900)

Capitalised borrowing cost

109,184

–

–

109,184

Capitalised depreciation

632

–

–

632

Change in decommissioning

provision

21,685

–

–

21,685

Other movements

(241)

37

(74)

(278)

Foreign exchange impact

(31,388)

(596)

(388)

(32,372)

At 31 December 2022

4,739,424

58,712

60,118

4,858,254

Accumulated Depreciation and Impairment

At 1 January 2021

376,643

6,979

50,513

434,135

Charge for the period

Expensed

81,234

12,274

1,998

95,506

Impairments

774

774

Disposal of assets

–

–

21

21

Foreign exchange impact

(16,129)

(151)

449

(15,831)

At 31 December 2021

442,522

19,102

52,981

514,605

Charge for the period

Expensed

71,464

10,091

1,171

82,726

Impairment

27,878

–

–

27,878

Disposal of assets

–

–

–

Foreign exchange impact

1,030

105

6

1,141

At 31 December 2022

542,894

29,298

54,158

626,350

97

Included within the carrying amount of Oil & Gas assets are development costs of the Karish field related to the Sub Sea and On-

shore construction. In line with the agreement with Israel Natural Gas Lines (“

INGL

”), the transfer of title (“

hand over

”) of these

assets to INGL is expected to occur in Q1 2023. For further details refer to note 24.

98

Included in the carrying amount of leased assets at 31 December 2022 are right of use assets related to Oil and gas properties

and Other property, plant and equipment of $21.3 million and $8.1 million respectively. The depreciation charged on these

classes for the year ending 31 December 2022 was $7.9 million and $2.1 million respectively.

Page 202 of 255

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GROUP FINANCIAL STATEMENTS

Property, Plant & Equipment

at Cost ($’000)

Oil and gas

asset

s

97

Leased

assets

98

Other property,

plant and

equipment

Total

Net carrying amount

At 31 December 2021

3,455,265

38,143

6,065

3,499,473

At 31 December 2022

4,196,530

29,414

5,960

4,231,904

Borrowing costs capitalised for qualifying assets during the year are calculated by applying a weighted

average interest rate of 5.16% for the year ended 31 December 2022 (for the year ended 31 December

2021: 5.49%).

The additions to Oil & Gas properties for the year ended 31 December 2022 are mainly due to development

costs of Karish field related to the EPCIC contract (FPSO, Sub Sea and On-shore construction cost) at the

amount of $534.5 million, development cost for Cassiopea project in Italy at the amount of $56.7 million

and NEA/NI project in Egypt at the amount of $107.9 million.

The impairment recognised above of $27.9 million (2021: $0 million) was a result of a change to the

decommissioning estimate on certain fields in Italy and the UK where the recoverable amount was

lower than the carrying value, subsequent to recognising the change in estimate. The remaining change

in decommissioning provision of $21.7 million was in relation to fields across the group whereby the

recoverable amount exceeded the carrying value.

Depreciation and amortisation for the year has been recognised as follows:

($’000)

2022

2021

Cost of sales (note 7a)

79,362

94,647

Administration expenses (note 7b)

3,889

2,480

Other operating (income)/expenses

109

97

Capitalised depreciation in oil & gas properties

632

227

Total

83,992

97,451

Cash flow statement reconciliations:

Payment for additions to property, plant and equipment

($’000)

2022

2021

Additions to property, plant and equipment

877,726

521,435

Associated cash flows

Payment for additions to property, plant and equipment

(395,753)

(403,503)

Non-cash movements/presented in other cash flow lines

Borrowing cost capitalised

(109,184)

(178,891)

Impairment

(27,878)

Right-of-use asset additions/modiﬁcations

(2,027)

(8,689)

Lease payments related to capital activities

12,669

10,852

Capitalised share-based payment charge

(199)

(200)

Capitalised depreciation

(632)

(227)

Change in decommissioning provision

(21,685)

13,174

Movement in working capital

(333,037)

46,049

Page 203 of 255

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GROUP FINANCIAL STATEMENTS

13

Intangible assets

Exploration

and evaluation

assets

Goodwill

Other

Intangible

assets

Total

($’000)

Intangibles at Cost

At 1 January 2021

158,213

101,146

22,355

281,714

Additions

47,995

–

2,413

50,408

Capitalised borrowing costs

2,202

–

–

2,202

Change in decommissioning

provision

2,141

2,141

Transfers to property, plant and

equipment

(265)

–

(14,078)

(14,343)

Exchange differences

(4,953)

–

(983)

(5,936)

31 December 2021

205,333

101,146

9,707

316,186

Additions

139,911

–

1,113

141,024

Other movements

–

–

280

280

Exchange differences

(6,890)

–

(125)

(7,015)

At 31 December 2022

338,354

101,146

10,975

450,475

Accumulated amortisation and impairments

At 1 January 2021

3,004

–

2,894

5,898

Charge for the period

–

–

1,946

1,946

Impairment

82,125

–

–

82,125

Exchange differences

(1,850)

–

(74)

(1,924)

31 December 2021

83,279

–

4,766

88,045

Charge for the period

39

–

595

634

Impairment

47,240

18,310

–

65,550

Exchange differences

(110)

–

(22)

(132)

31 December 2022

130,448

18,310

5,339

154,097

Net carrying amount

At 31 December 2021

122,054

101,146

4,941

228,141

At 31 December 2022

207,906

82,836

5,636

296,378

Page 204 of 255

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GROUP FINANCIAL STATEMENTS

Cash flow statement reconciliations:

Payment for additions to intangible assets ($’000)

2022

2021

Additions to intangible assets

141,024

54,750

Associated cash flows

Payment for additions to intangible assets

(64,414)

(48,674)

Non-cash movements/presented in other cash flow lines

Borrowing cost capitalised

–

(2,141)

Change in decommissioning provision

–

(2,202)

Movement in working capital

(76,610)

(1,733)

Goodwill arises principally because of the requirement to recognise deferred tax assets and liabilities for

the difference between the assigned values and the tax bases of assets acquired and liabilities assumed

in a business combination. Total impairment of $65.6

million was recognised in the period for projects

that will not progress to development, primarily Glengorm. Energean will exit the Glengorm licence

within 2023 and as a result the related exploration asset ($33.8 million) and goodwill ($18.3 million)

have been impaired. The remaining goodwill balance is in relation to the Israel CGU ($76.0 million), and

UK ($7

.0 million). We have performed the annual goodwill impairment test and note that no reasonably

possible change would result in impairment.

Page 205 of 255

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GROUP FINANCIAL STATEMENTS

14

Net deferred tax (liability)/asset

Deferred tax

(liabilities)/assets

($’000)

Property,

plant and

equipment

Right of

use asset

IFRS 16

Decom-

missioning

Prepaid

expenses

and other

receivables

Inventory

Tax losses

Deferred

expenses

for tax

Retirement

beneﬁt

liability

Accrued

expenses

and other

short-term

liabilities

Total

At 1 January 2021

(123,543)

(292)

8,877

(4,651)

695

165,841

–

1,050

9,470

57,447

Increase /

(decrease) for the

period through:

Proﬁt or loss (Note

10)

9,848

(718)

50,808

890

(254)

(32,501)

5,020

(932)

6,996

39,157

Other

comprehensive

income

–

–

–

–

–

–

–

–

1,586

1,586

Reclassiﬁcations in

the current period

99

(28,442)

33,644

2,025

(233)

(4,903)

6, 010

200

(8,301)

–

Exchange difference

1,584

20

(3,889)

165

(25)

(8,257)

–

(52)

(363)

(10,817)

31 December 2021

(140,553)

(990)

89,440

(1,571)

183

120,180

11,030

266

9,388

87,373

Increase /

(decrease) for the

period through:

Proﬁt or loss (Note

10)

(11,836)

(103)

41,688

1,642

265

83,814

(4,822)

(22)

(214)

110,412

Other

comprehensive

income

(64)

(2,799)

(2,863)

Exchange difference

3,466

15

(4,882)

115

(8)

(6,986)

(15)

(515)

(8,810)

31 December 2022

(148,923)

(1,078)

126,246

186

440

197,008

6,208

165

5,860

186,112

99

These reclassifications primarily relate to the assets and liabilities acquired in the Edison E&P acquisition which completed in December 2020 and reflect updated information on the allocation of the

deferred taxes across the relevant categories.

Page 206 of 255

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GROUP FINANCIAL STATEMENTS

($’000)

2022

2021

Deferred tax liabilities

(56,114)

(67,425)

Deferred tax assets

242,226

154,798

186,112

87,373

At 31 December 2022 the Group had gross unused tax losses of $1,093.8 million (as of 31 December 2021:

$1,123.8 million) available to offset against future profits and other temporary differences. A deferred tax

asset of $197.0 million (2021: $120.2 million) has been recognised on tax losses of $799.2 million, based

on the forecasted profits. The Group did not recognise deferred tax on tax losses and other differences

of total amount of $546.3 million.

In Greece, Italy and the UK, the net DTA for carried forward losses recognised in excess of the other net

taxable temporary differences was $69.2 million, $33.0 million and $16.7 million (2021: $59.3 million,

$0.19 million and $13.8 million) respectively. An additional DTA of $124.6 million (2021: $81.4 million)

arose primarily in respect of deductible temporary differences related to property, plant and equipment,

decommissioning provisions and accrued expenses, resulting in a total DTA of $242.3 million (2021:

$154.9 million). During the period, Italy recognised a DTA of $33.4 million on tax losses of $139.0million

in accordance with its latest tax losses utilisation forecast.

Greek tax losses (Prinos area) can be carried forward without limitation up until the relevant concession

agreement expires (by 2039), whereas the tax losses in Israel, Italy and the United Kingdom can be

carried forward indefinitely. Based on the Prinos area forecasts (including the Epsilon development), the

deferred tax asset is fully utilised by 2030. In Italy, deferred tax asset of $111.2 million recognised on

decommissioning costs scheduled up to the year the Italian assets expect to enter into a declining phase

assuming available profits from Cassiopea and other long lived assets. In the UK, decommissioning

losses are expected to benefit from tax relief up until 2027 in accordance with the latest taxable profits

forecasts.

On 3 March 2021 it was announced in the UK budget that the UK non-ring fence corporation tax rate

will increase from 19% to 25% with effect from April 2023. The Group does not currently recognise any

deferred tax assets in respect of UK non-ring fence tax losses and therefore this rate change did not

impact the tax disclosures.

Energean UK Limited with activities in the UKCS is subject to the newly introduced UK Energy Profits Levy

(EPL) with effect from the 26 May 2022. For the tax reconciliation of Energean UK the weighted average

tax rate of 55.07% (40% for the RFCT and 15.07% for the weighted average EPL rate) was used. The

company generated EPL losses during 2022.

15

Cash and cash equivalents

($’000)

2022

2021

Cash at bank

427,888

729,390

Deposits in escrow

–

1,449

427,888

730,839

Bank demand deposits comprise deposits and other short-term money market deposit accounts that are

readily convertible into known amounts of cash. The effective interest rate on short-term bank deposits

was 1.716% for the year ended 31 December 2022 (year ended 31 December 2021: 0.386%).

Deposits in escrow comprise mainly cash retained as a bank security pledge for the Group’s performance

guarantees in its exploration blocks. These deposits can be used for funding the exploration activities of

the respective blocks.

Page 207 of 255

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GROUP FINANCIAL STATEMENTS

16

Restricted cash

Restricted cash comprises cash retained under the Israel Senior Secured Notes and the Greek State Loan

requirement as follows:

Current

Total short-term restricted cash at 31 December 2022 was $71.8 million. $3 million for bank guarantees

and $68.8 million for the debt payment fund which will be used for the March 2023 coupon payment of

$64.4 million.

Non-Current

$2.8 million: $2.2 million required to be restricted in Interest Service Reserve Account (‘ISRA’) in relation to

the Greek Loan Notes and $0.6 million for Prinos Guarantee.

17

Inventories

($’000)

2022

2021

Crude oil

38,048

32,832

Gas

383

–

Raw materials and supplies

54,916

54,371

Total inventories

93,347

87,203

The Group’s raw materials and supplies consumption for the year ended 31 December 2022 was

$6.4 million (year ended 31 December 2021: $6.5 million).

The Group recorded impairment and write-off charges on inventory of $1.2 million for the year ended

31 December 2022 (year ended 31 December 2021: $0.6 million) related to materials written off (note 7d).

Page 208 of 255

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GROUP FINANCIAL STATEMENTS

18

Trade and other receivables

($’000)

2022

2021

Trade and other receivables – Current

Financial items:

Trade receivables

215,215

178,804

Receivables from partners under JOA

4,539

5,138

Other receivables

2,344

38,683

Government

subsidies

100

3,025

3,212

Refundable VAT

89,400

42,376

Receivables from related parties (note 27)

–

1

314,523

268,214

Non-ﬁnancial items:

Deposits and

prepayments

101

15,084

17,139

Deferred insurance expenses

1,983

2,095

Other deferred expenses

102

4,929

Accrued interest income

1,445

1,078

23,441

20,312

337,964

288,526

Trade and other receivables – Non-Current

Financial items:

Other tax recoverable

14,701

16,478

14,701

16,478

Non-ﬁnancial items:

Deposits and

prepayments

101

11,726

12,337

Other deferred expenses

10

2

–

22,958

Other non-current assets

513

866

12,239

36,161

26,940

52,639

100

Government subsidies relate to grants from Greek Public Body for Employment and Social Inclusion (OAED) to financially

support the Kavala Oil S.A. labour cost from manufacturing under the action plan for promoting sustainable employment in

underdeveloped or deprived districts of Greece, such as the area of Kavala. In September 2020, the Greek Government issued

a law and a subsequent ministerial decision whereby any legal person who has launched legal proceedings in relation to the

aforementioned employment costs, may set off such receivables against tax liabilities provided the judicial proceedings already

commenced are abandoned. Energean investigated the process and potential benefits of this approach decided to apply for the

set off which has been approved and the first offset was in January 2023 of €587k ($626k).

101

Included in deposits and prepayments, are mainly prepayments for goods and services under the GSP Engineering, Procurement,

Construction and Installation Contract (EPCIC) for Epsilon project.

102

In accordance with the GSPAs signed with a group of gas buyers, the Company has agreed to pay compensation to these

counterparties due to the fact the gas supply date is taking place beyond a certain date as defined in the GSPAs (being 30 June

2021). The compensation, amounting to $23 million) has been fully paid in 2021. The compensation presented as a non-current

asset (under the caption deferred expenses) and will be accounted for as variable consideration and deducted from revenue as

gas is delivered to the offtakers.

Page 209 of 255

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GROUP FINANCIAL STATEMENTS

The table below summarises the maturity profile of the Group receivables:

31 December 2022

($’000)

Carrying

amounts

Contractual

cash flows

3 months

or less

3-12

months

1-2

years

2-5

years

Trade receivables

215,214

218,709

198,665

13,949

6,095

–

Government subsidies

3,025

3,025

–

3,025

–

–

Refundable VAT

89,400

89,400

19,487

50,061

19,852

–

Receivables from partners

under JOA

4,539

4,539

4,539

–

–

–

Other receivables

2,344

2,344

1,027

1,317

–

–

Other tax recoverable

14,701

14,701

–

–

14,701

Total

329,223

332,718

223,718

68,352

40,648

–

31 December 2021

($’000)

Carrying

amounts

Contractual

cash flows

3 months

or less

3-12

months

1-2

years

2-5

years

Trade receivables

178,804

178,804

2,832

175,972

–

–

Government subsidies

3,212

3,212

3,212

–

–

Refundable VAT

42,376

42,376

1,774

40,602

–

–

Receivables from

partners under JOA

5,138

5,138

5,138

–

–

–

Other receivables

38,683

38,683

36,105

2,578

–

–

Other tax recoverable

16,478

16,478

–

–

–

16,478

Total

284,691

284,691

45,849

222,364

–

16,478

19

Share capital

On 30 June 2017, the Company became the parent company of the Group through the acquisition of the

full share capital of Energean E&P Holdings Limited, in exchange for 65,643,120 £0.01 ($0.013) shares in

the Company issued to the previous shareholders. As of this date, the Company’s share capital increased

from £50 thousand ($65k) to £706 thousand ($917k). From that point, in the consolidated financial

statements, the share capital became that of Energean plc. The previously recognised share capital of

$14.9 million and share premium of $125.8 million was eliminated with a corresponding positive merger

reserve recognised of $139.9 million. The below tables outline the share capital of the Company.

The share premium account represents the total net proceeds on issue of the Company’s shares in excess

of their nominal value of £0.01 per share less amounts transferred to any other reserves.

On 14 June 2022, Energean plc by special resolution reduced its share premium account, as confirmed by

an Order of the High Court of Justice.

Issued and authorised

Equity share

capital allotted

and fully paid

Share capital

($’000)

Share premium

($’000)

At 1 January 2021 and at 31 December

2021

177,602,560

2,374

915,388

Issued during the year

– New shares

–

–

–

–

Share based payment

437,945

6

–

Share Premium Reduction

–

–

(500,000)

At 31 December 2022

178,040,505

2,380

415,388

Page 210 of 255

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GROUP FINANCIAL STATEMENTS

20

Dividends

In September 2022, Energean declared its maiden quarterly dividend. In total, Energean returned US$0.60/

share to shareholders in 2022, representing two-quarters of dividend payments. No dividend was proposed

in respect of the year ended 31 December 2021.

US$ cents per share

$’ 000

2022

2021

2022

2021

Dividends announced

and paid in cash

Ordinary shares

September

30

–

53,252

–

December

30

–

53,252

–

60

–

106,504

–

21

Borrowings

($’000)

2022

2021

Non-current

Bank borrowings – after one year but within ﬁve years

4.5% Senior Secured notes due 2024 ($625 million)

620,461

617,060

4.875% Senior Secured notes due 2026 ($625 million)

617,912

615,966

Convertible loan notes ($50 million)

–

41,495

Bank borrowings – more than ﬁve years

6.5% Senior Secured notes due 2027 ($450 million)

442,879

442,107

5.375% Senior Secured notes due 2028 ($625 million)

616,767

615,451

5.875% Senior Secured notes due 2031 ($625 million)

615,890

615,047

BSTDB Loan and Greek State Loan Notes

61,437

–

Carrying value of non-current borrowings

2,975,346

2,947,126

Current

Convertible loan notes ($50 million)

45,550

–

Carrying value of current borrowings

45,550

–

Carrying value of total borrowings

3,020,896

2,947,126

The Group has provided security in respect of certain borrowings in the form of share pledges, as well as

fixed and floating charges over certain assets of the Group.

$2,500,000,000 senior secured notes:

On 24 March 2021, the Group completed the issuance of $2.5 billion aggregate principal amount of senior

secured notes.

The Notes have been issued in four series as follows:

•

Notes in an aggregate principal amount of $625 million, maturing on 30 March 2024, with a fixed

annual interest rate of 4.500%.

•

Notes in an aggregate principal amount of $625 million, maturing on 30 March 2026, with a fixed

annual interest rate of 4.875%.

•

Notes in an aggregate principal amount of $625 million, maturing on 30 March 2028, with a fixed

annual interest rate of 5.375%.

•

Notes in an aggregate principal amount of $625 million, maturing on 30 March 2031, with a fixed

annual interest rate of 5.875%.

Page 211 of 255

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GROUP FINANCIAL STATEMENTS

The Notes are listed for trading on the TACT Institutional of the Tel Aviv Stock Exchange Ltd. (the “TASE”).

The Company had undertaken to provide the following collateral in favour of the Trustee:

•

First rank Fixed charges over the shares of Energean Israel Limited, Energean Israel Finance

Ltd and Energean Israel Transmission Ltd, the Karish & Tanin Leases, the gas sales purchase

agreements (“

GSPAs

”), several bank accounts, Operating Permits (once issued), Insurance policies,

the Company exploration licenses (Block 12, Block 21, Block 23, Block 31) and the INGL Agreement.

•

Floating charge over all of the present and future assets of Energean Israel Limited and Energean

Israel Finance Ltd.

•

Energean Power FPSO (subject to using commercially reasonable efforts, including obtaining Israel

Petroleum Commissioner approval and any other applicable governmental authority).

Kerogen Convertible Loan

On 25 February 2021, the Group completed the acquisition of the remaining 30% minority interest in

Energean Israel Limited from Kerogen Investments No.38 Limited, Energean now owns 100% of Energean

Israel Limited. This resulted in a reduction of the Group’s reported non-controlling interest balance to $nil

at 31 December 2021.

The total consideration includes

•

An up-front payment of $175 million paid at completion of the transaction

•

Deferred cash consideration amounts totalling $180 million (out of which $30 million paid

in December 2022). The deferred consideration is discounted at the selected unsecured liability

rate of 9.77%.(please refer to note 24)

•

$50 million of convertible loan notes (the “Convertible loan notes”), which have a maturity date of

29 December 2023, a strike price of £9.50, adjusted for dividend payment up to maturity date, and

a zero-coupon rate.

$450,000,000 senior secured notes:

On 18th November 2021, the Group completed the issuance of $450 million of senior secured notes,

maturing on 30 April 2027 and carrying a fixed annual interest rate of 6.5%.

The interest on the notes is paid semi-annually on 30 April and 30 October of each year, beginning on

30 April 2022.

The notes are listed for trading on the Official List of the International Stock Exchange (“

TISE

”).

The issuer is Energean plc and the Guarantors are Energean E&P Holdings, Energean Capital Ltd and

Energean Egypt Ltd

The company undertook to provide the following collateral in favour of the Security Trustee:

•

Share pledge of Energean Capital Ltd, Energean Egypt Ltd, Energean Italy Ltd

•

Fixed charges over the material bank accounts of the Company and the Guarantors (other than

Energean Egypt Services JSC)

•

Floating charge over the assets of Energean plc (other than the shares of Energean E&P Holdings)

Energean Oil and Gas SA (‘EOGSA’) loan for Epsilon/ Prinos Development:

On 27 December 2021 EOGSA entered into a loan agreement with Black Sea Trade and Development

Bank for €90.5 million to fund the development of Epsilon Oil Field. The loan is subject to an interest

rate of EURIBOR plus a margin of 2% on 90% of the loan (guaranteed portion) and 4.9% margin on 10%

of the loan (unguaranteed portion). The loan has a final maturity date 7 years and 11 months after first

disbursement.

On 27 December 2021 EOGSA entered into an agreement with Greek State to issue €9.5 million of notes

maturing in 8 years with fixed rate -0.31% plus margin. The margin commences at 3.0% in year 1 with

annual increases, reaching 6.5% in year 8.

At 31 December 2022, $43 million (€40million) remains undrawn.

Page 212 of 255

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GROUP FINANCIAL STATEMENTS

Revolving Credit Facility (‘RCF’)

On 8 September 2022, Energean signed a three-year $275 million RCF with a consortium of four banks,

led by ING Bank N.V. The RCF provides additional liquidity for general corporate purposes, if required.

Under its current business plan, Energean expects the RCF to remain undrawn, apart from $101 million

(as at 31 December 2022) of Letters of Credit (“

LCs

”), which replace the LCs that relate to certain assets

in the UK, Italy, Egypt and Greece that were issued under the previous facility with ING on a one-for-one

basis. The interest rate, if drawn by way of loans, is 5% + SOFR.

Capital management

The Group defines capital as the total equity and net debt of the Group. Capital is managed in order to

provide returns for shareholders and benefits to stakeholders and to safeguard the Group’s ability to

continue as a going concern.

Energean is not subject to any externally imposed capital requirements. To maintain or adjust the capital

structure, the Group may put in place new debt facilities, issue new shares for cash, repay debt, engage

in active portfolio management, adjust the dividend payment to shareholders, or undertake other such

restructuring activities as appropriate.

($’000)

2022

2021

Net Debt

Current borrowings

45,550

–

Non-current borrowings

2,975,346

2,947,126

Total borrowings

3,020,896

2,947,126

Less: Cash and cash equivalents

(427,888)

(730,839)

Restricted cash

(74,776)

(199,729)

Net Debt (1)

2,518,232

2,016,558

Total equity (2)

650,198

717,123

Gearing Ratio (1)/(2):

387.3%

281.2%

Page 213 of 255

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GROUP FINANCIAL STATEMENTS

Reconciliation of liabilities arising from financing activities

($’000)

1 January

Cash

inflows

Cash

outflows

Reclass-

iﬁcation

Acquisition of

subsidiary

Additions

Lease

modiﬁcation

Borrowing

costs including

amortisation of

arrangement

fees

Derivatives

de-

designated

as cash

flow hedges

during the

period

Foreign

exchange

impact

Fair value

changes

31 December

2022

3,294,460

63,463

(213,068)

(122)

–

949

(66)

194,984

–

(4,954)

–

3,335,646

Senior Secured Notes

2,905,631

–

(156,694)

–

–

–

–

164,972

–

–

–

2,913,909

Convertible loan notes

41,496

–

–

–

–

–

–

4,054

–

–

–

45,550

Long -term

borrowings

–

63,463

–

–

–

–

–

1,743

–

(3,769)

–

61,437

Lease liabilities

44,425

–

(14,023)

(122)

–

949

(66)

2,294

–

(1,185)

–

32,272

Deferred licence

payments

57,230

–

(12,351)

–

–

–

–

6,953

–

–

–

51,832

Contingent

Consideration

78,450

–

–

–

–

–

–

7,870

–

–

–

86,320

Deferred

consideration of

acquisition of minority

167,228

–

(30,000)

–

–

–

–

7,098

–

–

–

144,326

2021

1,622,354

3,243,000

(2,006,761)

(35,373)

–

187,778

2,261

251,471

4,641

8,691

28,843

3,307,005

Senior Secured Notes

–

2,950,000

(115,717)

(35,640)

–

–

–

106,988

–

–

–

2,905,631

Convertible loan notes

–

–

–

–

–

38,337

–

3,158

–

41,495

Long -term

borrowings

330,092

175,000

(537,873)

(1,713)

–

–

–

35,277

–

(783)

–

–

Current borrowings

1,112,984

118,000

(1,320,989)

2,080

–

–

–

87,460

–

465

–

–

Lease liabilities

47,623

–

(10,852)

–

–

6,304

2,261

1,316

–

(2,227)

44,425

Deferred licence

payments

69,518

–

(14,344)

–

–

–

–

2,056

–

–

–

57,230

Contingent

consideration

55,222

–

23,228

78,450

Deferred

consideration of

acquisition of minority

–

–

–

–

–

143,137

–

12,855

–

11,236

–

167,228

Derivatives not

designated as

hedging instruments

6,915

–

(6,986)

–

–

–

–

2,361

4,641

–

(6,931)

–

Page 214 of 255

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GROUP FINANCIAL STATEMENTS

22

Retirement benefit liability

The Group operates defined benefit pension plans in Greece and Italy.

Under Italian law, Energean Italy Spa is required to operate a Target Retirement Fund “TFR” for its local

employees. This is technically a defined benefit scheme, though has no pension assets, with the liability

measured by independent actuaries.

In accordance with the provisions of Greek labour law, employees are entitled to compensation in case of

dismissal or retirement. The amount of compensation varies depending on salary, years of service and the

manner of termination (dismissal or retirement). Employees who resign are not entitled to compensation.

The compensation payable in case of retirement is equal to 40% of the compensation which would be

payable in case of unjustified dismissal.

These plans are not funded and are defined benefit plans in accordance with IAS 19. The Group charges

the accrued benefits in each period with a corresponding increase in the relative actuarial liability. The

payments made to retirees in every period are charged against this liability. The liabilities of the Group

arising from the obligation to pay termination indemnities are determined through actuarial studies,

conducted by independent actuaries.

22.1

Provision for retirement benefits

($’000)

2022

2021

Deﬁned beneﬁt obligation

1,675

2,767

Provision for retirement beneﬁts recognised

1,675

2,767

Allocated as:

Non-current portion

1,675

2,767

1,675

2,767

22.2

Defined benefit obligation

($’000)

2022

2021

At 1 January

2,766

7,839

Change in estimate

103

–

(3,463)

Current service cost

163

191

Interest cost

52

13

Extra payments or expenses

3,233

775

Actuarial losses – from changes in ﬁnancial assumptions

(267)

162

Beneﬁts paid

(4,100)

(2,314)

Transfer in/(out)

–

(34)

Exchange differences

(172)

(402)

At 31 December

1,675

2,767

103

During the year there was a change in the defined benefit estimate in Greece, specifically in relation to the periods of service to

which an entity attributes benefit.

Page 215 of 255

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GROUP FINANCIAL STATEMENTS

22.3

Actuarial assumptions and risks

The most recent actuarial valuation was carried out as of 31 December 2022 and it was based on the

following key assumptions:

2022

2021

Greece

Discount rate

4.10%

2.00%

Expected rate of salary increases

3.54%

3.84%

Average life expectancy over retirement age

19.7 years

19.4 years

Inflation rate

2.20%

2.00%

Italy

Discount rate

0.94%

0.94%

Expected rate of salary increases

n/a

N/A

Average life expectancy over retirement age

20.9 years

20.9

Inflation rate

2.00%

2.00%

Sensitivity analysis

The sensitivity analysis below shows the impact on the defined benefit obligation of changing each

assumption while not changing all other assumptions. This analysis may not be representative of the

actual change in the defined benefit obligation as it is unlikely that the change in the assumptions would

occur in isolation of one another as some of the assumptions may be correlated.

2022

2021

Greece

Percentage Effect on deﬁned beneﬁt obligation

Change + 0.5% in Discount rate

-3%

-3%

Change – 0.5% in Discount rate

3%

3%

Change +0.5% in Expected rate of salary increases

3%

3%

Change -0.5% in Expected rate of salary increases

-3%

-3%

Italy

Percentage Effect on deﬁned beneﬁt obligation

Change + 0.5% in Discount rate

-1%

-1%

Change – 0.5% in Discount rate

1%

1%

2022

2021

Greece

Percentage Effect on current service cost

Change + 0.5% in Discount rate

-4%

-4%

Change – 0.5% in Discount rate

4%

4%

Change +0.5% in Expected rate of salary increases

5%

5%

Change -0.5% in Expected rate of salary increases

-5%

-5%

The amounts presented reflect the impact from the percentage increase / (decrease) in the given

assumption by +/- 0.5% on the defined benefit obligation and current service cost, while holding all other

assumptions constant.

The plan exposes the Group to actuarial risks such as interest rate risk, longevity changes and inflation

risk.

Page 216 of 255

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GROUP FINANCIAL STATEMENTS

Interest rate risk

The present value of the defined benefit liability is calculated using a discount rate determined by reference

to market yields of high-quality corporate bonds. The estimated term of the bonds is consistent with the

estimated term of the defined benefit obligation and it is denominated in Euro. A decrease in market yield

on high quality corporate bonds will increase the Group’s defined benefit liability.

Longevity of members

Any increase in the life expectancy of the members will increase the defined benefit liability.

Inflation risk

A significant proportion of the defined benefit liability is linked to inflation. An increase in the inflation rate

will increase the Group’s defined benefit liability.

23

Provisions

($’000)

Decommissioning

Provision for

litigation and

other claims

Total

At 1 January 2021

865,127

16,408

881,535

New provisions

–

520

520

Change in estimates

(18,808)

(4,494)

(23,302)

Recognised in property, plant and

equipment

(13,174)

(13,174)

Recognised in Intangible assets

2,202

2,202

Recognised in proﬁt& loss

(7,836)

(7,836)

Payments

(2,653)

–

(2,653)

Unwinding of discount

8,722

–

8,722

Currency translation adjustment

(50,290)

(1,140)

(51,430)

At 31 December 2021

802,098

11,294

813,392

Current provisions

12,366

–

12,366

Non-current provisions

789,732

11,294

801,026

At 1 January 2022

New provisions

–

1,619

1,619

Change in estimates

49,313

(551)

48,762

Recognised in property, plant and

equipment

21,685

21,685

Recognised in proﬁt& loss

27,628

27,628

Payments

(8,898)

(344)

(9,242)

Reclassiﬁcation

–

(1,568)

(1,568)

Unwinding of discount

21,495

–

21,495

Currency translation adjustment

(55,251)

(1,104)

(56,355)

At 31 December 2022

808,757

9,346

818,103

Current provisions

8,376

–

8,376

Non-current provisions

800,381

9,346

809,727

Page 217 of 255

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GROUP FINANCIAL STATEMENTS

Decommissioning provision

The decommissioning provision represents the present value of decommissioning costs relating to oil and

gas properties, which are expected to be incurred up to 2042 when the producing oil and gas properties

are expected to cease operations. The future costs are based on a combination of estimates from an

external study completed in previous years and internal estimates. These estimates are reviewed annually

to take into account any material changes to the assumptions. However, actual decommissioning costs

will ultimately depend upon future market prices for the necessary decommissioning works required that

will reflect market conditions at the relevant time. Furthermore, the timing of decommissioning is likely to

depend on when the fields cease to produce at economically viable rates. This, in turn, will depend upon

future oil and gas prices and the impact of energy transition and the pace at which it progresses which are

inherently uncertain. The decommissioning provision represents the present value of decommissioning

costs relating to assets in Italy, Greece, UK, Israel and Croatia. No provision is recognised for Egypt as

there is no legal or constructive obligation as at 31 December 2022.

Inflation

assumption

Discount

rate

assumption

Cessation

of

production

assumption

Spend in

2022

2022

($’000)

2021

($’000)

Greece

1.6%- 2.2%

4.6%

2034

–

13,036

17,058

Italy

5.2%- 2.0%

3.3%

2023-2042

7,616

519,749

527,801

UK

3.7%

4.1%

2023-2031

1,281

176,063

203,246

Israel

2.3%-2.7%

4.1%

2042

–

84,299

35,525

Croatia

5.2%- 2.0%

3.3%

2032

–

15,610

18,467

Total

8,897

808,757

802,097

Litigation and other claims provisions

Litigation and other claim provision relates to litigation actions currently open in Italy with the Termoli Port

Authority in respect of the fees payable under the marine concession regarding FSO Alba Marina serving

the Rospo Mare field in Italy. Energean Italy Spa has appealed these cases to the Campobasso Court of

Appeal. None of the other cases has yet had a decision on the substantive issue. The Group provided

€5.6 million (c$6.0 million) against an adverse outcome of these court cases.

Energean Italy Spa has currently open litigations with three municipalities in Italy related to the imposition

of real estate municipality taxes (IMU/TASI), interest and related penalties concerning the periods 2016 to

2019. For the years before 2019, Edison SpA bears uncapped liability for any amount assessed according

to the sale and purchase agreement (SPA) signed between the companies while Energean is liable for

any tax liability related to tax year 2019. For all three cases, Energean Italy SpA (together with Edison SpA,

as appropriate) filed appeals presenting strong legal and technical arguments for reducing the assessed

taxes to the lowest possible level as well as cancelling entirely the imposed penalties. The Group strongly

believes based on legal advice received that the outcome of the court decisions will be in its favour with

no material exposure expected in excess of the provision of $2.1 million recognised.

The remaining balance in other provisions a potential claim in Egypt.

It is not currently possible to accurately predict the timing of the settlement of these claims and therefore

the expected timing of the cash flows.

Page 218 of 255

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GROUP FINANCIAL STATEMENTS

24

Trade and other payables

($’000)

2022

2021

Trade and other payables-Current

104

Financial items:

Trade accounts payable

298,091

109,525

Payables to partners under JOA

105

58,336

43,499

Deferred licence payments due within one year

13,345

–

Deferred consideration for acquisition of minority

144,326

167,228

Other creditors

34,644

12,043

Short term lease liability

9,208

8,253

557,950

340,548

Non-ﬁnancial items:

Accrued expenses

106

98,650

64,823

Contract

Liability

107

56,230

Other ﬁnance costs accrued (note 9)

39,672

36,693

Social insurance and other taxes

4,372

7,643

198,924

109,159

756,874

449,707

Trade and other payables-Non-Current

Financial items:

Trade and other

payables

108

169,360

–

Deferred licence

payments

109

38,488

57,230

Contingent consideration (note 26.1)

86,320

78,450

Long term lease liability

23,063

36,172

317,231

171,852

Non-ﬁnancial items:

Contract

Liability

107

–

53,537

Social insurance

827

598

827

54,135

318,058

225,987

104

The statement of financial position as at 31 December 2022 presents current tax liabilities separately from the current portion

of trade and other payables. Comparative amounts of $5,279,000 have been reclassified accordingly.

105

Payables related to operated Joint operations primarily in Italy.

106

Included in trade payables and accrued expenses in 2022 and 2021, are mainly Karish field related development expenditures

(mainly FPSO and Sub Sea construction cost), development expenditure for Cassiopea project in Italy and NEA/NI project in

Egypt.

107

In June 2019, Energean signed a Detailed Agreement with Israel Natural Gas Lines (“

INGL

”) for the transfer of title (the “hand

over”) of the nearshore and onshore part of the infrastructure that will deliver gas from the Karish and Tanin FPSO into the

Israeli national gas transmission grid. As consideration, INGL will pay Energean 369 million Israeli New Shekels (ILS), which

translates to approximately $115 million, for the infrastructure being built by Energean in accordance with milestones detailed

in the agreement. The agreement covers the onshore section of the Karish and Tanin infrastructure and the near shore section

of pipeline extending to approximately 10km offshore. The amount included in the contract liability line above represents the

amount received as at 31 December 2022 from INGL. The hand over to INGL is expected to become effective in Q1 2023.

108

The amount represents an amount payable to Technip in respect of costs incurred starting 1 April 2022 until completion, in

terms of the EPCIC contract. The amount is payable in eight equal quarterly deferred payments due after practical completion

date and therefore has been discounted at 5.831%. p.a. (being the yield rate of the senior secured loan notes, maturing in 2024,

at the date of entering into the settlement agreement)

109

In December 2016, Energean Israel acquired the Karish and Tanin offshore gas fields for $40.0 million closing payment with an

obligation to pay additional consideration of $108.5 million plus interest inflated at an annual rate of 4.6% in ten equal annual

payments. As at 31 December 2022 the total discounted deferred consideration was $51.8 million (as at 31 December 2021:

$57.23 million). The Sale and Purchase Agreement (“

SPA

”) includes provisions in the event of Force Majeure that prevents or

delays the implementation of the development plan as approved under one lease for a period of more than ninety (90) days in

any year following the final investment decision (“

FID

”) date. In the event of Force Majeure the applicable annual payment of

the remaining consideration will be postponed by an equivalent period of time, and no interest will be accrued in that period of

time as well. Due to the effects of the COVID-19 pandemic which constitute a Force Majeure event, the deferred payment due

in March 2022 would be postponed by the number of days that such Force Majeure event last. As of 31 December 2021 Force

Majeure event length has not been finalised as the COVID-19 pandemic continues to affect the progress of the project, and as

such the deferred payment due in March 2022 was postponed accordingly.

Page 219 of 255

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GROUP FINANCIAL STATEMENTS

25

Employee share schemes

Analysis of share-based payment charge

($’000)

2022

2021

Energean Deferred Share Bonus Plan (DSBP)

1,332

1,215

Energean Long Term Incentive Plan (LTIP)

4,911

4,718

Total share-based payment charge

6,243

5,933

Capitalised to intangible and tangible assets

199

200

Expensed as cost of sales

–

5

Expensed as administration expenses

6,044

5,712

Expensed to exploration and evaluation expenses

–

14

Expensed as other expenses

–

2

Total share-based payment charge

6,243

5,933

Energean Long Term Incentive Plan (LTIP)

Under the Energean plc’s 2018 LTIP rules, senior executives may be granted conditional awards of shares

or nil cost options. Nil cost options are normally exercisable from three to ten years following grant

provided an individual remains in employment. Awards are subject to performance conditions (including

Total Shareholder Return (TSR) normally measured over a period of three years. Vesting of awards or

exercise of nil cost options is generally subject to an individual remaining in employment except in certain

circumstances such as good leaver and change of control. Awards may be subject to a holding period

following vesting. No dividends are paid over the vesting period; however, Energean’s Board may decide

at any time prior to the issue or transfer of the shares in respect of which an award is released that the

participant will receive an amount (in cash and/or additional Shares) equal in value to any dividends that

would have been paid on those shares on such terms and over such period (ending no later than the

Release Date) as the Board may determine. This amount may assume the reinvestment of dividends (on

such basis as the Board may determine) and may exclude or include special dividends.

The weighted average remaining contractual life for LTIP awards outstanding at 31 December 2022 was

1.2 years (31 December 2021: 1.3 years), number of shares outstanding 2,112,973 and weighted average

price at grant date £5.66.

There are further details of the LTIP in the Remuneration Report on pages 123-1

47.

Deferred Share Bonus Plan (DSBP)

Under the DSBP, a portion of any annual bonus of a Senior Executive nominated by the Remuneration &

Talent Committee,

may be deferred into shares.

Deferred awards are usually granted in the form of conditional share awards or nil-cost options

(or, exceptionally, as cash-settled equivalents). Deferred awards usually vest two years after award

although may vest early on leaving employment or on a change of control.

The weighted average remaining contractual life for DSBP awards outstanding at 31 December 2022 was

0.8 years, number of shares outstanding 236,174 and weighted price at grant date £10.05.

26

Financial instruments

The Group is exposed to a variety of risks including commodity price risk, interest rate risk, credit risk,

foreign currency risk and liquidity risk. The use of derivative financial instruments is governed by the

Group’s policies approved by the Board of Directors. Compliance with policies and exposure limits are

monitored and reviewed internally on a regular basis. The Group does not enter into or trade financial

instruments, including derivatives, for speculative purposes.

Page 220 of 255

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GROUP FINANCIAL STATEMENTS

26.1

Fair values of financial assets and liabilities

The information set out below provides information about how the Group determines the fair values of

various financial assets and liabilities.

The fair values of the Group’s non-current liabilities measured at amortised cost are considered to

approximate their carrying amounts at the reporting date.

The carrying value less any estimated credit adjustments for financial assets and financial liabilities with

a maturity of less than one year are assumed to approximate their fair values due to their short term-

nature. The fair value of the group’s finance lease obligations is estimated using discounted cash flow

analysis based on the group’s current incremental borrowing rates for similar types and maturities of

borrowing and are consequently categorised in level 2 of the fair value hierarchy.

Contingent consideration

The share purchase agreement (the “SPA”) dated 4 July 2019 between Energean and Edison SpA provides

for a contingent consideration of up to $100.0 million subject to the commissioning of the Cassiopea

development gas project in Italy. The consideration was determined to be contingent on the basis of

future gas prices (PSV) recorded at the time of the at the time of first gas production at the Cassiopea

field, which is expected in 2024. No payment will be due if the arithmetic average of the year one (i.e., the

first year after first gas production) and year two (i.e., the second year after first gas production) Italian

PSV Natural Gas Futures prices is less than €10/Mwh when first gas production is delivered from the

field. $100 million is payable if that average price exceeds €20/Mwh. The fair value of the Contingent

Consideration is estimated by reference to the terms of the SPA and the simulated PSV pricing by

reference to the forecasted PSV pricing, historical volatility and a log normal distribution, discounted at an

estimated cost of debt

The contingent consideration to be payable in 2024 was estimated at acquisition date to amount to

$61.7 million, which discounted at the selected cost of debt resulted in a present value of $55.2 million as

at the acquisition date.

As at 31 December 2022, the two-year future curve of PSV prices increased from the date of acquisition

and indicate an average price in excess of €20/Mwh (the threshold for payment of $100 million), we

estimate the fair value of the Contingent Consideration as at 31 December 2022 to be $86.3 million based

on a Monte Carlo simulation (31 December 2021: $78.5 million).

The fair value of the consideration payable has been recognised at level 3 in the fair value hierarchy.

Contingent consideration reconciliation

Contingent consideration

2022

1 January

78,450

Fair value adjustment

7,870

31 December

86,320

Fair values of derivative financial instruments

The Group undertakes hedging activities as part of the ongoing financial risk management to protect

against commodity price volatility and to ensure the availability of cash flow for re-investment in capital

programmes that are driving business delivery. Commodity hedge contracts entered into in Italy aim to

mitigate the risk of changes to the cost of natural gas and that relating to the sale of natural gas.

The entered into commodity hedges in 2021 however at 31 December 2022 there were no open hedges.

Fair value is the amount for which the asset or liability could be exchanged in an arm’s length transaction

at the relevant date. Where available, fair values are determined using quoted prices in active markets.

To the extent that market prices are not available, fair values are estimated by reference to market-based

transactions, or using standard valuation techniques for the applicable instruments and commodities

involved. Values recorded are as at the balance sheet date, and will not necessarily be realised.

There were no transfers between fair value levels during the year.

Page 221 of 255

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GROUP FINANCIAL STATEMENTS

The fair value hierarchy of financial assets and financial liabilities that are not measured at fair value (but

fair value disclosure is required) is as follows:

Fair value hierarchy as at 31 December 2022

Level 1

$’000

Level 2

$’000

Level 3

$’000

Total

$’000

Financial assets

Trade and other

receivables (note 18)

–

329,224

–

329,224

Cash and cash

equivalents (note 15)

427,888

–

–

427,888

Restricted Cash

74,776

–

–

74,776

Total

502,664

329,224

–

831,888

Financial liabilities

Financial liabilities held at amortised cost:

Trade and other

payables

–

560,431

–

560,431

Senior Secured Notes

(note 21)

2,716,625

–

–

2,716,625

Borrowings (note 21)

–

106,986

–

106,986

Deferred consideration

for acquisition of

minority (note 24)

–

144,326

–

144,326

Net obligations under

ﬁnance leases (note 24)

–

32,271

–

32,271

Deferred licence

payments (note 24)

–

51,833

–

51,833

Financial liabilities at

FVTPL

Contingent

Consideration

–

–

86,320

86,320

Total

2,716,625

895,847

86,320

3,698,792

Page 222 of 255

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GROUP FINANCIAL STATEMENTS

Fair value hierarchy as at 31 December 2021

($’000)

Level 1

Level 2

Level 3

Total

Financial assets

Trade and other

receivables (note 18)

–

284,692

–

284,692

Cash and cash

equivalents (note 15)

730,839

–

–

730,839

Restricted Cash

199,729

199,729

Total

930,568

284,692

–

1,215,260

Financial liabilities

Financial liabilities held at amortised cost:

Trade and other

payables – current

–

173,319

–

173,319

Senior Secured Notes

(note 20)

2,931,950

–

–

2,931,950

Borrowings (note 20)

–

41,495

–

41,495

Deferred consideration

for acquisition of

minority (note 23)

–

167,228

–

167,228

Net obligations under

ﬁnance leases (note 23)

–

44,425

–

44,425

Deferred licence

payments (note 23)

–

57,230

–

57,230

Financial liabilities held at fair value through OCI:

Derivatives

–

12,546

–

12,546

Financial liabilities at

FVTPL:

Contingent

consideration

–

–

78,450

78,450

Total

2,931,950

496,243

78,450

3,506,643

26.2

Commodity price risk

The Group considers hedging activities as part of the ongoing financial risk management to protect

against commodity price volatility and to ensure the availability of cash flow for re-investment in capital

programmes that are driving business delivery.

At 31 December 2022 there are no open hedging contracts.

Page 223 of 255

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GROUP FINANCIAL STATEMENTS

26.3

Interest rate risk

The Group’s policy is to minimise interest rate cash flow risk exposures on long-term financing. Longer-

term borrowings are therefore usually at fixed rates.

At 31 December 2022, the Group’s exposure to interest rate risk is only in relation to the Greek borrowings

as all other borrowings are at fixed interest rates (refer to Note 21 details). The exposure to interest rates

for the Group’s money market funds is considered immaterial.

($’000)

2022

2021

Impact on ﬁnance costs

Interest rates increase +0.5%

135

–

Interest rates decrease -0.5%

(135)

–

26.4

Credit risk

Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount

of future cash inflows from financial assets on hand at the reporting date. The Group has policies in place

to ensure that all of its transactions giving rise to credit risk are made with parties having an appropriate

credit history and monitors on a continuous basis the ageing profile of its receivables.

Also, the Group has policies to limit the amount of credit exposure to any banking institution, considering

among other factors the credit ratings of the banks with which deposits are held. Credit quality information

in relation to those banks is provided below.

With regard to the risk of potential losses caused by the failure of any of the counterparties the Company

interacts with to honour the commitments they have undertaken, the Group has implemented for some

time procedures and tools to evaluate and select counterparties based on their credit rating, constantly

monitoring its exposure to the various counterparties and implementing appropriate mitigating actions,

primarily aimed at recovering or transferring receivables.

Presented below is a breakdown of trade receivables by past due bracket:

($’000)

31 December

2022

31 December

2021

Trade receivables and receivables from partners under JOA

224,319

215,776

Allowance for impairment

(4,565)

(31,834)

Total

219,754

183,942

Trade

receivables

include

balances

from

EGPC,

the

Egyptian

governmental

body

that

are

significantly

aged.

31 December 2022

31 December 2021

Trade

receivables

Allowance

Trade

receivables

Allowance

($’000)

Not yet due

75,573

(2,377)

44,602

(1,461)

Past due by less than

one month

27,654

(870)

12,187

(399)

Past due by one to

three months

–

–

12,212

(400)

Past due by three to six

months

11,032

(347)

12,959

(425)

Past due by more than

six months

6,095

(192)

41,646

(25,786)

Total

120,354

(3,786)

123,606

(28,471)

Page 224 of 255

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GROUP FINANCIAL STATEMENTS

Trade Receivables by geography

($’000)

31 December

2022

31 December

2021

Italy

57,000

41,757

United Kingdom

6,491

5,428

Egypt

120,361

123,850

Greece

2,976

2,893

Croatia

–

212

Israel

37,491

21,275

Other Countries

–

2,215

Total

224,319

197,630

Credit quality of bank deposits

The credit quality of the banks in which the Group keeps its deposits is assessed by reference to the credit

rating of these banks. Moody’s credit ratings of the corresponding banks in which the Group keeps its

deposits is as follows:

($’000)

2022

2021

A1

294,505

288,953

A2

96,599

549,494

A3

31,084

10,139

BBB

30,826

64,760

BB

48,403

16,590

B3

1,247

634

502,664

930,570

The Company has assessed the recoverability of all cash balances and considers they are carried within

the consolidated statement of financial position at amounts not materially different to their fair value.

26.5

Foreign exchange risk

The Group is exposed to foreign exchange risk as it undertakes operations in various foreign currencies.

The key sources of the risk are attributed to the fact that the Group has certain subsidiaries with Euro

functional currencies in which a number of loan agreements denominated in US$ and sales of crude oil

are additionally denominated in US$.

Page 225 of 255

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GROUP FINANCIAL STATEMENTS

The Group’s exposure to foreign currency risk, as a result of financial instruments, at each reporting date

is shown in the table below. The amounts shown are the US$ equivalent of the foreign currency amounts.

Liabilities

Assets

($’000)

2022

2021

2022

2021

Dollars (US$)

759,232

898,804

265,166

480,931

United Kingdom

Pounds (£)

236,115

16,750

107,336

34,971

Euro

588,952

656,602

724,116

11,323

CAD

–

–

–

17

NOK

4,403

109

18

84

ILS

1,501

1,783

22,442

35,905

SGD

276

19,383

238

9,354

EGP

–

–

–

41

Total

572,626

1,590,479

1,593,431

1,119,316

The following table reflects the sensitivity analysis for profit and loss results for the year and equity, taking

into consideration for the periods presented foreign exchange variation by +/- 10%.

Page 226 of 255

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GROUP FINANCIAL STATEMENTS

31 December 2022

USD

Variation

£

Variation

Euro

Variation

ILS

Variation

NOK

Variation

SGD

Variation

EGP

Variation

10%

-10%

10%

-10%

10%

-10%

10%

-10%

10%

-10%

10%

-10%

10%

-10%

Proﬁt or loss (before tax)

12,927

(3,634)

(2,415)

1,883

(6,394)

6,986

5

(4)

1,003

(912)

(793)

721

25

25

Other comprehensive income

–

–

–

–

–

–

–

–

–

–

–

–

–

–

Equity

12,927

(3,634)

(2,415)

1,883

(6,394)

6,986

5

(4)

1,003

(912)

(793)

721

25

25

31 December 2021

USD

Variation

£

Variation

Euro

Variation

ILS

Variation

NOK

Variation

SGD

Variation

EGP

Variation

10%

-10%

10%

-10%

10%

-10%

10%

-10%

10%

-10%

10%

-10%

10%

-10%

Proﬁt or loss (before tax)

(24,122)

29,629

(10,249)

12,275

5,324

(6,755)

–

–

2,094

(1,904)

(439)

399

(4)

5

Other comprehensive income

–

–

–

–

–

–

–

–

–

–

Equity

(24,122)

29,629

(10,249)

12,275

5,324

(6,755)

–

–

2,094

(1,904)

(439)

399

(4)

5

The above calculations assume that interest rates remain the same as at the reporting date.

Page 227 of 255

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GROUP FINANCIAL STATEMENTS

26.6

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another

financial asset.

The Group monitors its risk to a shortage of funds by monitoring its debt rating and the maturity dates of existing debt and other payables. As at 31 December 2022,

the Group had available $217 million (2021: $113 million) of undrawn committed borrowing facilities.

The undrawn facilities are in relation to the Greek State-Backed Loan of $43million (€40million) and $174million in relation to the revolving credit facility (Refer to

note 21 for details for further details).

The following tables detail the Group’s remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash

flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows.

The Group manages its liquidity risk by ongoing monitoring of its cash flows. Group management prepares budgets and regular cash flow forecasts and takes

appropriate actions to ensure available cash deposits and credit lines with the banks are available to meet the Group’s liabilities as they fall due.

The table below summarises the maturity profile of the Group financial liabilities based on contractual undiscounted payments:

31 December 2022

Carrying amounts

Contractual cash flows

3 months

or less

3-12 months

1-2 years

2-5 years

More than

5 years

($’000)

Bank loans

2,975,345

3,869,648

64,453

98,480

910,680

1,291,207

1,504,828

Lease liabilities

32,271

33,207

2,231

6,503

2,967

19,952

1,554

Trade and other

payables

936,120

984,802

311,602

337,634

238,692

96,874

–

Total

3,943,736

4,887,657

378,286

442,617

1,152,339

1,408,033

1,506,382

31 December 2021

Carrying amounts

Contractual cash flows

3 months

or less

3-12 months

1-2 years

2-5 years

More than

5 years

($’000)

Bank loans

2,950,701

3,936,296

64,095

93,004

208,562

1,640,222

1,930,412

Lease liabilities

44,425

21,953

1,919

4,937

6,216

7,130

1,744

Trade and other

payables

467,986

552,689

139,467

208,120

26,704

137,047

11,350

Total

3,463,112

4,510,938

205,481

306,061

241,482

1,784,399

1,943,506

Page 228 of 255

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GROUP FINANCIAL STATEMENTS

27

Related parties

27.1

Related party relationships

Balances and transactions between the Company and its subsidiaries, which are related parties, have

been eliminated on consolidation and are not disclosed in this note.

The Directors of Energean Plc are considered to be the only key management personnel as defined by IAS

24. The following information is provided in relation to the related party transaction disclosures provided

in note 27.2 below:

Adobelero Holdings Co Ltd

. is a beneficially owned holding company controlled by Panos Benos, the CFO

of the Group.

Growthy Holdings Co Ltd

is a beneficially owned holding company controlled by Matthaios Rigas, the

CEO of the Group.

Oil Co Investments Limited

is beneficially owned and controlled by Efstathios Topouzoglou, a Non-

Executive Director of the Group.

Seven Maritime Company (Seven Marine)

is a related party company controlled by one the Company’s

shareholders Mr Efstathios Topouzoglou. Seven Marine owns the offshore supply ship Energean Wave

which support the Group’s operation in northern Greece.

Capital Earth:

During the period ended 30 June 2022 the Group received consultancy services from Capital

Earth Limited, a consulting company controlled by the spouse of one of Energean’s executive directors, for

the provision of Group Corporate Social Responsibility Consultancy and Project Management Services.

Prime Marine Energy Inc:

During 2020 Energean Israel, purchased from Prime Marine Energy Inc a

company controlled by a non-executive director and shareholder of Energean plc, a Field Support Vessel

(“

FSV

”). The FSV will provide significant in-country capability to support the Karish project, including FPSO

re-supply, crew changes, holdback operations for tanker offloading, emergency subsea intervention, drilling

support and emergency response. The purchase of this multi-purpose vessel will enhance operational

efficiencies and economics when compared to the leasing of multiple different vessels for the various

activities. The FSV is currently completing construction works at a Greek Shipyard. The agreement with

Prime Marine Energy Inc was terminated on 19 October 2022. In December 2022 the FSV was towed to

Greece for completion of the works under Energean’s supervision.

27.2

Related party transactions

Purchases of goods and services

($’000)

Nature of transactions

2022

2021

Other related party “Seven Marine”

Vessel leasing and services

2,001

2,000

Other related party “Prime Marine Energy Inc”

Construction of ﬁeld support vessel

8,060

10,273

Other related party “Capital Earth Ltd”

Consulting services

–

35

10,061

12,308

27.3

Related party balances

Payables

($’000)

Nature of balance

2022

2021

Seven Marine

Vessel leasing and services

702

417

702

417

Page 229 of 255

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GROUP FINANCIAL STATEMENTS

27.4

Key management compensation

The Directors of Energean plc are considered to be the only key management personnel as defined by IAS

24 Related Party Disclosures.

31 December 2022 ($’000)

Salary and fees

Beneﬁts

Annual bonus paid in cash

Total

Executive Directors

1,667

157

1,570

3,394

Non-Executive Directors

794

–

–

794

Total

2,461

157

1,570

4,188

31 December 2021 ($’000)

Salary and fees

Beneﬁts

Annual bonus paid in cash

Total

Executive Directors

1,650

100

1,664

3,414

Non-Executive Directors

703

–

–

703

Total

2,353

100

1,664

4,117

28

Commitments and contingencies

In acquiring its oil and gas interests, the Group has pledged that various work programmes will be

undertaken on each permit/interest. The exploration commitments in the following table are an estimate

of the net cost to the Group of performing these work programmes:

($’000)

2022

2021

Capital Commitments

Due within one year

16,607

20,575

Due later than one year but within two years

57,639

51,180

Due later than two years but within ﬁve years

1,658

1,497

75,904

73,252

Performance guarantees

110

Greece

4,170

1,176

Israel

97,572

89,683

Egypt

2,000

UK

83,976

99,570

Italy

11,461

21,292

Montenegro

–

566

199,179

212,287

Issued guarantees:

Karish and Tanin Leases ($25 million) – As part of the requirements of the Karish and Tanin Lease deeds,

the Group provided the Ministry of National Infrastructures, Energy and Water with bank guarantees for

each lease. The bank guarantees expire 29 June 2023.

Blocks 12, 21, 22, 23 and 31 ($21 million) – As part of the requirements of the exploration and appraisal

licences which granted to the Group during the Israeli offshore bid in December 2017, the Group provided

the Ministry of National Infrastructures, Energy and Water in January 2018 with bank guarantees for all 5

blocks mentioned above. The bank guarantees are in force until 13 January 2024.

Israeli Natural Gas Lines (“

INGL

”) ($47 million) – As part of the agreement signed with INGL on June 2019

the Group provided INGL bank guarantee in order to secure the milestone payments from INGL. These

bank guarantees are in force until June 2023 ($5 million), November 2023 ($42 million) and January 2024

($3 million)

110

Performance guarantees are in respect of abandonment obligations, committed work programmes and certain financial

obligations.

Page 230 of 255

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GROUP FINANCIAL STATEMENTS

Israel Other ($5 million) – As part of ongoing operations in Israel, the Group has provided various bank

guarantees to third parties in Israel.

United Kingdom: Following the Edison E&P acquisition, the Group issued letters of credit amounting to

$84

million for United Kingdom decommissioning obligations and other obligations under the United

Kingdom licenses

Italy: The Group issued letters of credit amounting to $11 million for decommissioning obligations and

other obligations under the Italian licenses

Greece and Egypt: The Group issued letters of credit amounting for obligations under the Block 2 and

Block 8 licenses respectively.

Legal cases and contingent liabilities

The Group had no material contingent liabilities as of 31 December 2022 and 31 December 2021.

29

Subsequent events

On the 9 February 2023 Energean declared its 4Q dividend of US$30 cents per share, to be paid on

30 March 2023.

On the 17 March 2023 Energean signed an unsecured $350 million two year term loan facility, which

offers additional financial flexibility for the Group. The loan is expected to remain undrawn.

Page 231 of 255

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GROUP FINANCIAL STATEMENTS

30

Subsidiary undertakings

At 31 December 2022, the Group had investments in the following subsidiaries:

Name of subsidiary

Country of incorporation / registered ofﬁce

Principal

activities

Shareholding

At

31 December

2022 (%)

Shareholding

At

31 December

2021 (%)

Energean E&P Holdings Ltd

22 Lefkonos Street, 2064 Nicosia, Cyprus

Holding Company

Energean Capital Ltd

22 Lefkonos Street, 2064 Nicosia, Cyprus

Holding Company

Energean Group Services Limited (former

Energean Med Limited)

44 Baker Street, London W1U 7AL, United Kingdom

Oil and gas

exploration,

development and

production

Energean Oil & Gas S.A.

32 Kiﬁssias Ave. 151 25 Marousi Athens, Greece

Oil and gas

exploration,

development and

production

Energean International Limited

22 Lefkonos Street, 2064 Nicosia, Cyprus

Oil and gas

exploration,

development and

production

Energean Israel Limited

22 Lefkonos Street, 2064 Nicosia, Cyprus

Oil and gas

exploration,

development and

production

Energean Montenegro Limited

22 Lefkonos Street, 2064 Nicosia, Cyprus

Oil and gas

exploration,

development and

production

Energean Israel Transmission LTD

Andre Sakharov 9, Haifa, Israel

Gas transportation

license holder

Energean Israel Finance LTD

Andre Sakharov 9, Haifa, Israel

Financing

activities

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

Page 232 of 255

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GROUP FINANCIAL STATEMENTS

Name of subsidiary

Country of incorporation / registered ofﬁce

Principal

activities

Shareholding

At

31 December

2022 (%)

Shareholding

At

31 December

2021 (%)

Energean Egypt Limited

22 Lefkonos Street, 2064 Nicosia, Cyprus

Oil and gas

exploration,

development and

production

Energean Hellas Limited

22 Lefkonos Street, 2064 Nicosia, Cyprus

Oil and gas

exploration,

development and

production

Energean Italy S.p.a.

31 Foro Buonaparte, 20121 Milano, Italy

Oil and gas

exploration,

development and

production

Energean Sicilia Srl

Via Salvatore Quasimodo 2 – 97100 Ragusa (Ragusa)

Oil and gas

exploration,

development and

production

Energean Exploration Limited

44 Baker Street, London W1U 7AL, United Kingdom

Oil and gas

exploration,

development and

production

Energean UK Ltd

44 Baker Street, London W1U 7AL, United Kingdom

Oil and gas

exploration,

development and

production

Energean Egypt Energy Services JSC

Cairo, Egypt

Oil and gas

exploration,

development and

production

100

100

100

100

100

100

100

100

100

100

100

100

100

100

Page 233 of 255

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GROUP FINANCIAL STATEMENTS

31

Exploration, development and production interests

Development and Production

Country

Licence /Unit

area

Fields

Fiscal

Regime

Group’s

working

interest

Joint

Operation

Operator

Israel

Karish

Karish, Karish

Main

Concession

100%

No

NA

Tanin

Tanin

Concession

100%

No

NA

Egypt

Abu Qir

Abu Qir, Abu

Qir North, Abu

Qir West, Yazzi

(32.75%)

PSC

100%

No

NA

NEA

Yazzi (67.25%)

PSC

100%

No

NA

Python

PSC

100%

No

NA

NI

Field A (NI-1X),

Field B (NI-3X),

NI-2X, Viper

(NI-4X)

PSC

100%

No

NA

Greece

Prinos

Prinos, Epsilon

Concession

100%

No

NA

South Kavala

Concession

100%

No

NA

Katakolo

Katakolo

(undeveloped)

Concession

100%

No

NA

Italy

C.C6.EO

Vega A (Vega B,

undeveloped)

Concession

100%

111

Yes

Energean

B.C8.LF

Rospo Mare

Concession

100%

112

Yes

Energean

Fiume tenna

Verdicchio

Concession

100%

No

NA

B.C7.LF

Sarago, cozza,

vongola

Concession

95%

Yes

Energean

B.C11.AS

GIANNA

Gianna

(undeveloped)

Concession

49%

Yes

ENI

Garaguso

Accettura

Concession

50%

Yes

Energean

A.c14.AS

Rosanna and

Gaia

Concession

50%

Yes

ENI

A.C15.AX

Valentina,

Raffaella,

Emanuela,

Melania

Concession

10%

Yes

ENI

A.c16.AG

Delia, Demetra,

Sara, Dacia,

Nicoletta

Concession

30%

Yes

ENI

A.C8.ME

Anemone and

Azelea

112

Concession

19%

Yes

ENI

111

Energean has agreed with ENI to acquire the latter’s WI and the request is pending approval from the Italian authorities. However

by means of an agreement between ENI and Energean Italy all the production and cost are retained by Energean from 1.1.2021

and, according to the JOA, the decommissioning costs will be borne by both parties according to their initial WI (Energean 60%,

ENI 40%)

112

Energean has requested from the operator to exit the licence.

Page 234 of 255

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GROUP FINANCIAL STATEMENTS

Country

Licence /Unit

area

Fields

Fiscal

Regime

Group’s

working

interest

Joint

Operation

Operator

Masseria

Monaco

Appia and

Salacaro

(undeveloped)

Concession

50%

Yes

Energean

G.C1.AG

Cassiopea ,

Gemini, Centauro

Concession

40%

Yes

ENI

B.C14.AS

Calipso and Clara

West

Concession

49%

Yes

ENI

B.C20.AS

Carlo, Clotilde

e Didone

(undeveloped)

Concession

49%

Yes

ENI

Montignano

Cassiano and

Castellaro

Concession

50%

Yes

Energean

B.C13.AS

Clara Est, Clara

Nord, Clara

NW, (Cecilia

undeveloped)

Concession

49%

Yes

ENI

Comiso (EIS)

Comiso

Concession

100%

No

NA

A.c13.AS

Daria, ( Manuela

,Arabella,

Ramona

undeveloped)

Concession

49%

Yes

ENI

B.C10.AS

Emma West and

Giovanna

Concession

49%

Yes

ENI

A.C36.AG

Fauzia

Concession

40%

Yes

ENI

Torrente

menocchia

Grottammare

(undeveloped)

Concession

88%

Yes

Petrorep

Montegranaro

Leoni

Concession

50%

Yes

Gas Plus

Lucera

Lucera

Concession

4.8%

Yes

GPI

Monte Urano

San Lorenzo

Concession

40%

Yes

Energean

A.C21.AG

Naide

Concession

49%

Yes

ENI

Colle di lauro

Portocannone

Concession

62%

Yes

Energean

Porto

civitanova

Porto civitanova

Concession

40%

Yes

GPI

Quarto

Quarto

Concession

33%

Yes

Padana

Energia

A.C17.AG

Regina

Concession

25%

Yes

ENI

S. Andrea

Concession

50%

Yes

Canoel

B.C2.LF

San Giorgio Mare

Concession

95%

Yes

Energean

San Marco

San Marco

Concession

100%

No

NA

B.C1.LF

Santo Stefano

Concession

96%

Yes

Energean

Mafalda

Sinarca

Concession

40%

Yes

Gas Plus

B.C9.AS

Squalo Centrale

Concession

33%

Yes

ENI

Massignano

Talamonti

Concession

50%

Yes

Energean

Masseria

Grottavecchia

Traetta

Concession

14%

Yes

Canoel

S. Anna (EIS)

Tresauro

Concession

25%

Yes

Enimed

Page 235 of 255

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GROUP FINANCIAL STATEMENTS

Country

Licence /Unit

area

Fields

Fiscal

Regime

Group’s

working

interest

Joint

Operation

Operator

Torrente

Celone

Vigna Nocelli

(Masseria Conca

undeveloped)

Concession

50%

Yes

Rockhopper

Italia

UK

Tors

Garrow, Kilmar

Concession

68%

Yes

Alpha

Petroleum

Markham

Concession

3%

Yes

Spirit

Energy

Scott

Concession

10%

Yes

CNOOC

Telford

Concession

16%

Yes

CNOOC

Wenlock

Concession

80%

Yes

Alpha

Petroleum

Croatia

Izabela

PSC

70%

No

NA

Exploration

Country

Concession

Fields

Fiscal

Regime

Group’s

working

interest

Joint

Operation

Operator

Israel

Blocks 12, 21,

23, 31

Athena, Zeus, Hera,

Hermes and Hercules

Concession

100%

No

NA

Egypt

North East

Hap’y

PSC

3

0%

113

34

Yes

ENI

Greece

Ioannina

Concession

100%

No

N/Al

Block-2

Concession

75%

Yes

Energean

Italy

A.R.78.RC

Concession

10%

Yes

ENI

G.R13.AG

Lince prospect

Concession

40%

Yes

ENI

G.R.14.AG

Panda, Vela prospect

Concession

40%

Yes

ENI

UK

Glengorm

Concession

25%

Yes

CNOOC

Isabella

Concession

10%

Yes

Total

Energies

E&P North

Sea UK

Limited

Montenegro

Block 26, 30

Concession

100%

No

NA

Croatia

Irena

PSC

70%

No

NA

113

From January 2023 Energean share in North East Hap’y

was

18%.

Page 236 of 255

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COMPANY FINANCIAL STATEMENTS

#### Company Statement of Financial Position

31 December 2022

Notes

2022

$’000

2021

$’000

ASSETS

Non-current assets

Investment in subsidiaries

3

1,163,565

1,154,387

Property plant and equipment

46

59

Other intangible assets

55

–

Loans and other intercompany receivables

4

334,116

336,150

1,497,782

1,490,596

Current assets

Trade and other receivables

6

74,909

131,677

Cash and cash equivalents

336

18,910

75,245

150,587

Total assets

1,573,027

1,641,183

EQUITY AND LIABILITIES

Shareholders’ Equity

Share capital

9

2,380

2,374

Share premium

9

415,388

915,388

Other reserves

10,459

10,459

Share based payment reserve

25,611

19,374

Retained earnings

615,200

197,491

1,069,038

1,145,086

Non-current liabilities

Other payables

786

551

Borrowings

8

442,879

483,441

443,665

483,992

Current Liabilities

Trade and other Payables

7

14,774

12,105

Borrowings

8

45,550

–

Total Current Liabilities

60,324

12,105

Total Liabilities

503,989

496,097

Total equity and liabilities

1,573,027

1,641,183

During the year the Company made a profit of $24.2 million (31 December 2021: $12.2 million).

Approved by the Board and authorised for issuance on 22 March 2023.

Matthaios Rigas

Chief Executive Ofﬁcer

Panagiotis Benos

Chief Financial Ofﬁcer

Page 237 of 255

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COMPANY FINANCIAL STATEMENTS

#### Company Statement of Changes in Equity

For the year ended 31 December 2022

Share

Capital

$’000

Share

Premium

$’000

Share

based

payment

reserve

$’000

Equity

component

of convertible

bonds

$’000

Retained

earnings

$’000

Total

equity

$’000

At 1 January 2021

2,367

915,388

13,419

–

185,318

1,116,492

Proﬁt for the year

–

–

–

–

12,173

12,173

Transactions with

owners of the company

Share based payment

charges

–

–

5,962

–

–

5,962

Exercise of Employee

Share options

7

–

(7)

–

–

–

Convertible bond issue

(note 5)

–

–

–

10,459

–

10,459

At 31 December 2021

2,374

915,388

19,374

10,459

197,491

1,145,086

Proﬁt for the year

–

–

–

–

24,213

24,212

Transactions with

owners of the company

Exercise of Share

Options

6

–

(6)

–

–

–

Share Premium

Reduction (note 9)

–

(500,000)

–

–

500,000

–

Share based payment

charges

–

–

6,243

–

–

6,243

Dividend Paid

–

–

–

–

(106,504)

(106,504)

At 31 December 2022

2,380

415,388

25,611

10,459

615,200

1,069,038

Page 238 of 255

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COMPANY FINANCIAL STATEMENTS

#### Company accounting policies

For the year ended 31 December 2022

1.

General information

Energean plc (‘the Company’) was incorporated in England & Wales on 8 May 2017 as a public company

with limited liability, under the Companies Act 2006. Its registered office is at 44 Baker Street, London W1U

7AL, United Kingdom. The Financial Statements are presented in US dollars and all values are rounded to

the nearest US$ thousands ($‘000), except where otherwise stated. Energean plc is the ultimate Parent

of the Energean Group.

2.

Basis of preparation

The Company meets the definition of a qualifying entity under Financial Reporting Standard 100 (FRS

100) issued by the Financial Reporting Council. The parent company Financial Statements have therefore

been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United

Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 (FRS

101) “Reduced Disclosure Framework” as issued by the Financial Reporting Council. As permitted by FRS

101, the Company has taken advantage of the following disclosure exemptions under FRS 101:

a)

the requirements of IFRS 7 Financial Instruments: Disclosures;

b)

the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement;

c)

the requirement in paragraph 38 of IAS 1 ‘Presentation of Financial Statements’ to present comparative

information in respect of: (i) paragraph 79(a) (iv) of IAS 1 and (ii) paragraph 73(e) of IAS 16 Property

Plant and Equipment;

d)

the requirements of paragraphs 10(d), 16, 38A to 38D, 111 and 134 to 136 of IAS 1 Presentation of

Financial Statements;

e)

the requirements of IAS 7 Statement of Cash Flows;

f)

the requirements of paragraphs 45(b) and 46-52 of IFRS 2 share-based payments

g)

the requirements of paragraph 17 of IAS 24 Related Party Disclosures;

h)

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered

into between two or more members of a group, provided that any subsidiary which is a party to the

transaction is wholly owned by such a member; and

i)

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting

Estimates and Errors

Where relevant, equivalent disclosures have been given in the Group financial statements, included in the

Annual Report.

The Company has applied the exemption from the requirement to publish a separate income statement

for the parent company set out in section 408 of the Companies Act 2006.

2.1

Going concern

The Directors have performed an assessment and concluded that the preparation of the financial

statements on a going concern basis is appropriate. In making this assessment a number of factors

were considered, refer to note 2.1. of the Group financial statements. Accordingly, the Directors have a

reasonable expectation that the Company has adequate resources to continue in operational existence

for the foreseeable future and consider it appropriate to adopt the going concern basis in preparing the

financial statements

Page 239 of 255

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COMPANY FINANCIAL STATEMENTS

2.2

Foreign currencies

The US dollar is the functional currency of the Company. Transactions in foreign currencies are translated

at the rates of exchange ruling at the transaction date. Monetary assets and liabilities denominated in

foreign currencies are translated into US dollars at the rates of exchange ruling at the balance sheet date,

with a corresponding charge or credit to the income statement.

2.3

Investments

Fixed asset investments, representing investments in subsidiaries, are stated at cost and reviewed for

impairment if there are indications that the carrying value may not be recoverable.

2.4

Trade and other receivables

Receivables represent the Company’s right to an amount of consideration that is unconditional (i.e. only

the passage of time is required before payment of the consideration is due). The Company is required

to assess the carrying values of each of the amounts due from subsidiary undertakings, considering

the requirements established by IFRS 9 Financial Instruments. The IFRS 9 impairment model requires

the recognition of ‘expected credit losses’. If the subsidiary has sufficient liquid assets to repay the loan

if demanded at the reporting date, the expected credit loss is likely to be immaterial. However, if the

subsidiary could not demonstrate the ability to repay the loan, if demanded at the reporting date, the

Company calculated an expected credit loss.

2.5

Trade and other payables

Trade and other payables are carried at amortised cost. They represent liabilities for goods and services

provided to the Company prior to the end of the financial year that are unpaid and arise when the Company

becomes obligated to make future payments in respect of the purchase of those goods and services.

2.6

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised

cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are

derecognised, modified and through the EIR amortisation process. Amortised cost is calculated by taking

into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.

The EIR amortisation is included as finance costs in the statement of profit or loss.

2.7

Convertible bonds

Convertible bonds are separated into liability and equity components based on the terms of the contract.

The fair value of the liability component on initial recognition is calculated by discounting the contractual

cash flows using a market interest rate for an equivalent non-convertible instrument. The difference

between the fair value of the liability component and the proceeds received on issue is recorded as equity.

Transaction costs are apportioned between the liability and the equity components of the instrument

based on the amounts initially recognised. The liability component is classified as a financial liability

measured at amortised cost (net of transaction costs) until it is extinguished on conversion or settlement.

The equity component is not remeasured.

2.8

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank, demand and time deposits and other short-term highly

liquid investments with a maturity of less than 3 months that are readily convertible to a known amount

of cash and are subject to an insignificant risk of changes in value.

Page 240 of 255

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COMPANY FINANCIAL STATEMENTS

2.9

Share issue expenses

Costs of share issues are written off against share premium arising upon the issuance of share capital.

2.10

Capital managemen

t

The Company defines capital as the total equity of the Company. Capital is managed in order to provide

returns for shareholders and benefits to stakeholders and to safeguard the Company’s ability to continue

as a going concern. The Company is not subject to any externally imposed capital requirements. To

maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders,

return capital, issue new shares for cash, repay debt, and put in place new debt facilities.

2.11

Share-based payments

The Company has share-based awards that are equity settled as defined by IFRS 2. The cost of

equity-settled transactions is determined by the fair value at the date when the grant is made using an

appropriate valuation model.That cost is recognised in employee remuneration expense together with a

corresponding increase in equity (share based payment reserve), over the period in which the service and,

where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense

recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent

to which the vesting period has expired and the Group’s best estimate of the number of equity instruments

that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the

movement in cumulative expense recognised as at the beginning and end of that period.

Service and non-market performance conditions are not taken into account when determining the grant

date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s

best estimate of the number of equity instruments that will ultimately vest. Market performance conditions

are reflected within the grant date fair value. Any other conditions attached to an award, but without an

associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are

reflected in the fair value of an award and lead to an immediate expensing of an award unless there are

also service and/or performance conditions.

No expense is recognised for awards that do not ultimately vest because non-market performance and/

or service conditions have not been met. Where awards include a market or non-vesting condition, the

transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied,

provided that all other performance and/or service conditions are satisfied.

When the terms of an equity-settled award are modified, the minimum expense recognised is the grant

date fair value of the unmodified award, provided the original vesting terms of the award are met. An

additional expense, measured as at the date of modification, is recognised for any modification that

increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the

employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of the

fair value of the award is expensed immediately through profit or loss.

2.12

Critical accounting judgements and key sources of estimation uncertainty

There are no critical accounting judgements and key sources of estimation uncertainty in the current year.

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COMPANY FINANCIAL STATEMENTS

#### Notes to the Financial Statements

For the year ended 31 December 2022

3.

Investments in subsidiaries

The following table shows the movement in the investment in subsidiaries during the year

$’000

At 31 December 2021

1,154,387

Additions

9,178

At 31 December 2022

1,163,565

The additions relate to further injections of cash, for the issuance of shares, in existing subsidiaries.

The principal activity of the majority of these companies relates to oil and gas exploration, development

and production.

A complete list of Energean plc Group companies at 31 December 2022, and the Company’s percentage

of share capital are set out in the note 30 of the Group financial statements.

4.

Loans and other intercompany receivables, non-current

2022

$’000

2021

$’000

Loans to subsidiaries

332,050

334,073

Receivables from share-based awards to subsidiary undertakings

2,066

2,077

Total

334,116

336,150

The loans to subsidiaries consist of two loans. The Energean Capital Limited (ECL) ($221.2 million) loan

incurs a fixed rate of interest at 5.5% per annum and matures on 18 May 2027. The Energean Oil & Gas SA

(EOGSA) ($110.9 million) loan incurs a fixed rate of interest at 6.7% and matures on 18 November 2029.

At 31 December 2022 no expected credit loss allowances (2021: $0 million) were held in respect of the

recoverability of amounts due from subsidiary undertakings.

5.

Equity

Dividends

A dividend of 30 US$ cents per ordinary share was declared on the 8 September 2022 and paid on

the 30 September 2022. A further dividend of 30 US$ cents per ordinary share was declared on the

17 November 2022 and paid on the 30 December 2022. No dividend was proposed in respect of the year

ended 31 December 2021.

US$ cents per share

$’000

2022

2021

2022

2021

Dividends announced and paid in

cash

September

30

–

53,252

–

December

30

–

53,252

–

Total

60

–

106,504

–

Page 242 of 255

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COMPANY FINANCIAL STATEMENTS

Distributable Reserves

31 December

2022

$’000

31 December

2021

$’000

Total Equity

1,069,038

1,145,086

Non-Distributable

Share Capital

(2,380)

(2,374)

Share Premium (note 9)

(415,388)

(915,388)

Equity component of convertible bonds

1

(10,459)

(10,459)

Unrealised proﬁts included in retained earnings reserve

(232,788)

(186,842)

Unrealised share based payment reserve

2

(13,340)

(10,950)

Total Distributable Reserves

394,683

19,073

1

Equity component of $50 million of convertible loan notes (discussed in note 8), which were issued in February 2021 and have

a maturity date of 29 December 2023.

2

Unrealised portion of the share based payment reserve included in total equity.

6.

Trade and other receivables

2022

$’000

2021

$’000

Financial items

Due from subsidiary undertakings

74,004

129,840

Refundable VAT

374

768

74,378

130,608

Non-ﬁnancial items

Deposits and prepayments

531

1,069

531

1,069

Total trade and other receivables

74,909

131,677

At 31 December 2022 no expected credit loss allowances (2021: $0 million) were held in respect of the

recoverability of amounts due from subsidiary undertakings.

The amounts due from subsidiary undertakings includes $50 million receivable from Energean E&P

Holdings in relation to dividends received in the current year. Additionally the amount include $12

million

of interest receivable on the intercompnay loans. The remaining amounts due from subsidiaries accrue

no interest and relate to intragroup recharges for subsidiaries’ employees share-based payments and

management services provided by the Company to its subsidiaries under a Master Intercompany Services

Agreement.

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COMPANY FINANCIAL STATEMENTS

Trade and other payables

7

.

2022

$’000

2021

$’000

Staff costs accrued

1,906

2,291

Trade payables

3,219

2,790

Due to subsidiary undertakings

1,515

1,097

Finance costs accrued

6,161

3,575

Accrued expenses

1,718

2,040

Income taxes

36

120

Social insurance and other taxes

170

141

Other creditors

49

51

Total trade and other payables

14,774

12,105

The amounts are unsecured and are usually paid within 30 days of recognition.

8.

Borrowings

On 25 February 2021, $50 million of convertible loan notes (the “

Convertible Loan Notes

”) were issued.

The convertible loan notes have a maturity date of 29 December 2023, a strike price of £9.5, adjusted for

dividend payment up to maturity date, and a zero-coupon rate.

On 18 November 2021, the Company completed the issuance of $450 million aggregate principal amount

of senior secured notes maturing in 2027 at a fixed interest rate of 6.5%.

2022

$’000

2021

$’000

Non-current

Convertible loan notes

–

41,496

6.5% Senior Secured notes

442,879

441,945

Carrying value of non-current borrowings

442,879

483,441

Current

Convertible loan notes

45,550

–

Carrying value of current borrowings

45,550

–

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COMPANY FINANCIAL STATEMENTS

9

.

Share capital

Equity share

capital

allotted and

fully paid

Number

Share capital

$’000

Share

premium

$’000

Authorised

At 31 December 2021

177,602,560

2,374

915,388

Share Premium Reduction

–

–

(500,000)

Issued during the period

–

–

–

- New Shares

–

–

–

- Employee share schemes

437,945

6

–

At 31 December 2022

178,040,505

2,380

415,388

As at 31 December 2022, the Company’s issued share capital consisted of 178,040,505 ordinary shares of

£0.01 each. The Company has only one class of share, which carries no right to fixed income. Each share

carries the right to one vote at General Meetings of the Company.

Energean plc by special resolution reduced its share premium account, as confirmed by an Order of the

High Court of Justice on the 14 June 2022.

10.

Staff costs

2022

$’000

2021

$’000

Salaries

114

5,892

5,253

Social insurance costs and other funds

785

1,913

Share-based payments

3,847

3,933

Pension contribution & insurance

305

458

Total Staff Cost

10,829

11,557

114

Including directors remuneration

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COMPANY FINANCIAL STATEMENTS

11.

Share-based payment

Energean Long Term Incentive Plan (LTIP)

Under the LTIP, Senior Management can be granted nil exercise price options, normally exercisable Under

the LTIP, Senior Management can be granted nil exercise price options, normally at the end of a period

of at least three years following grant and normally have a holding period taking the time horizon to no

earlier than five years following grant. The size of awards depends on both annual performance measures

and Total Shareholder Return (TSR) over a period of up to three years. There are no other post-grant

performance conditions.

No dividends are paid over the vesting period; however, Energean’s Board may decide at any time prior

to the issue or transfer of the shares in respect of which an award is released that the participant will

receive an amount (in cash and/or additional Shares) equal in value to any dividends that would have

been paid on those shares on such terms and over such period (ending no later than the Release Date) as

the Board may determine. This amount may assume the reinvestment of dividends (on such basis as the

Board may determine) and may exclude or include special dividends.

The average remaining contractual life for LTIP awards outstanding at 31 December 2022 was 1.2 years

(31 December 2021: 1.3 years), number of shares outstanding 2,112,973 and weighted average price at

grant date £5.66

There are further details of the LTIP in the Remuneration & Talent Committee Report section of the Annual

Report and note 25 in the Group financial statements.

Deferred Share Bonus Plan (DSBP)

Under the DSBP, the portion of any annual bonus above 30% of the base salary of a Senior Executive

nominated by the Remuneration & Talent Committee is deferred into shares.

Deferred awards are usually granted in the form of conditional share awards or nil-cost options

(or, exceptionally, as cash-settled equivalents). Deferred awards usually vest two years after award

although may vest early on leaving employment or on a change of control.

The average remaining contractual life for DSBP awards outstanding at 31 December 2022 was 0.8 years

(31 December 2021: 0.8 years), number of shares outstanding 236,174 and weighted average price at

grant date £10.05.

There are further details refer to note 25 in the Group financial statements.

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COMPANY FINANCIAL STATEMENTS

12.

Related party transactions

The Company’s subsidiaries at 31 December 2022 and the Group’s percentage of share capital are set out

are in note 30 of the Group financial statements. The following table provides the Company’s balances

which are outstanding with subsidiary companies at the balance sheet date:

2022

$’000

2021

$’000

Loans to subsidiaries

332,050

334,073

Receivables from share-based awards to subsidiary undertakings

2,066

2,077

Trade and other receivables

74,004

129,840

Total amounts receivable from subsidiary undertakings

408,120

465,990

Amounts payable to subsidiary undertakings

1,515

1,097

406,605

464,893

The amounts outstanding are unsecured and will be settled in cash.

The following table provides the Company’s transactions with partially owned subsidiary companies

(minority interest exists) recorded in the income statement:

2022

$’000

2021

$’000

Amounts invoiced to partially owned subsidiaries under a Master

Intercompany Services Agreement

–

786

–

786

The amounts invoiced in 2021 relate to the period prior to 25 February 2021, before Energean Israel

became a wholly-owned subsidiary. As at 31 December 2021 and 31 December 2022 there are no partially

owned subsidiaries.

Transaction with other related party

2022

$’000

2021

$’000

Consulting services by Capital Earth Limited

–

35

–

35

Capital Earth Limited is a consulting company controlled by the spouse of one of Energean’s executive

directors. Refer to note 27 in the Group financial statements for further details.

13.

Directors’ Remuneration

Directors’ remuneration has been provided in the remuneration report within the Annual Report. Please

refer to pages 123-147 of the Annual Report.

14.

Auditor’s Remuneration

Auditors’ remuneration has been provided in the Group financial statements. Please refer to note 7 of

the Group financial statements, included in the Annual Report, for details of the remuneration of the

company’s auditor on a group basis.

15.

Subsequent Events

Please refer to note 29 of the Group financial statements.

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OTHER INFORMATION

# Other Information

#### 2022 Report on Payments to Governments

Basis of preparation

This Report provides a consolidated overview of the payments to governments made by Energean plc and

its subsidiary undertakings (“

Energean

”) for the full year 2022 as required under the Report on Payments

to Governments Regulations 2014 (2014/3209), as amended in December 2015 (2015/1928), (the

“

Regulations

”) and DTR 4.3A of the Financial Conduct Authority’s Disclosure and Transparency Rules.

This Report is available for download from

www.energean.com

.

Activities

Payments made to governments that relate to Energean’s activities involving the exploration, development,

and production of oil and gas reserves (“

Extractive Activities

”) are included in this disclosure. Payments

made to governments that relate to activities other than Extractive Activities are not included in this report

as they are not within the scope of the Regulations.

Government

Under the Regulations, a government is defined as any national, regional or local authority of a country

and includes a department, agency or undertaking that is a subsidiary undertaking controlled by such an

authority. All of the payments included in this disclosure have been made to national governments, either

directly or through a ministry or department of the national government, with the exception of Greek

payments in respect of production royalties and licence fees, which are paid to Hellenic Hydrocarbons

and Energy Resources Management Company (HEREMA).

Project

Payments are reported at project level with the exception that payments that are not attributable to a

specific project are reported at the entity level. A “Project” is defined as operational activities which are

governed by a single contract, licence, lease, concession or similar legal agreement, and form the basis

for payment liabilities with a government. If such agreements are substantially interconnected, those

agreements are to be treated as a single project.

“Substantially interconnected” means forming a set of operationally and geographically integrated

contracts, licences, leases or concessions or related agreements with substantially similar terms that are

signed with a government giving rise to payment liabilities. Such agreements can be governed by a single

contract, joint venture, production sharing agreement, or other overarching legal agreement. Indicators

of integration include, but are not limited to, geographic proximity, the use of shared infrastructure and

common operational management.

Payments

The information is reported under the following payment types.

Production entitlements

Under production-sharing agreements (“

PSAs

”), production is shared between the host government and

the other parties to the PSA. The host government typically receives its share or entitlement in kind rather

than being paid in cash.

Taxes

Taxes are paid by Energean on its income, profits or production and are reported net of refunds.

Consumption taxes, personal income taxes, sales taxes, property and environmental taxes are excluded.

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OTHER INFORMATION

Royalties

Royalties are payments for the rights to extract oil and gas resources, typically at a set percentage of

revenue less any allowable deductions.

Dividends

Dividends, in this context, are dividend payments other than those paid to a government as an ordinary

shareholder of an entity, unless paid in lieu of production entitlements or royalties. For the year

ended December 31, 2022, there were no reportable dividend payments to a government.

Bonuses

Bonuses are usually paid upon signature of an agreement or a contract, declaration of a commercial

discovery, commencement of production or achievement of a specified milestone. For the year

ended December 31, 2022, there were no reportable bonuses payments to a government.

Fees

Fees and other sums are paid as consideration for the acquisition of a licence that enables access to

an area for the purposes of performing Extractive Activities. Administrative government fees that are

not specifically related to Extractive Activities, or to access extractive resources, are excluded, as are

payments made in return for services provided by a government.

Infrastructure improvements

Infrastructure improvements payments relate to the construction of infrastructure (road, bridge or rail) that

are not substantially dedicated for the use of extractive activities. Payments that are of a social investment

in nature, for example building of a school or hospital, are also excluded. For the year ended December 31,

2022, there were no reportable payments for infrastructure improvements.

Cash basis

Payments are reported on a cash basis, meaning that they are reported in the period in which they are

paid, as opposed to being reported on an accruals basis (which would mean that they were reported in the

period for which the liabilities arise).

Materiality level

For each payment type, total payments below $106,199 to a government are excluded from this report.

Exchange rate

All payments have been reported in US dollars. Payments made in currencies other than US dollars are

typically translated at the average exchange rate of the year under consideration.

Page 249 of 255

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OTHER INFORMATION

Payments overview

The table below shows the relevant payments to governments made by Energean in the year ended

31 December 2022 shown by country and payment type.

Of the seven payment types that the UK regulations require disclosure of, Energean did not make any

payments in respect of production entitlements, dividends, bonuses or infrastructure improvements,

therefore, those categories are not shown in the tables.

Country

Income

taxes

$’million

Royalties

$’million

Fees

$’million

Total

$’million

Egypt

57.77

115

–

0.18

57.95

Greece

0.04

–

0.10

0.14

Israel

0.59

0.89

0.62

2.10

Italy

38.58

16.31

3.85

58.74

United Kingdom

0.10

–

1.08

1.18

TOTAL

97.08

17.20

5.83

120.11

115

Our Egyptian assets are operated under PSAs, which set out the terms of the activities, including the applicable tax laws and

regulations. Under the Abu Qir PSA, Energean is entitled to the net production from the asset, which forms the basis for the

calculation and reporting of its payments to the Egyptian Government. Taxes include in-kind volumes due by Energean to the

Egyptian Tax Authorities under the PSAs, which provide that the tax obligations of the company are settled by the Egyptian

General Petroleum Corporation (EGPC) out of its share of profit oil. The monetary value of those payments is determined using

the same method as per production entitlements. The corporate income taxes paid in 2022, were settled by EGPC on Energean’s

behalf out of production entitlement (payment in kind), in accordance with the terms of our PSAs. The terms of our PSAs provide

that corporate income taxes are paid in the year following that to which they relate. Accordingly, 2022 payment relates to 2021

taxable profits.

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OTHER INFORMATION

Payments by project

Payments by Project

Income

taxes

$’million

Royalties

$’million

Fees

$’million

Total

$’million

Egypt – Abu Qir

57.77

–

0.10

57.87

Egypt – North El Amriya / North Idku

–

–

0.08

0.08

EGYPTIAN GOVERNMENT REPORT

57.77

–

0.18

57.95

Greece – Prinos

–

–

0.02

0.02

Greece – Ioannina

–

–

0.08

0.08

Greece – Corporate

0.04

–

–

0.04

GREEK GOVERNMENT REPORT

0.04

–

0.10

0.14

Israel – Karish/Tanin leases

–

0.89

0.13

1.02

Israel – Exploration assets

–

–

0.49

0.49

Israel – Corporate

0.59

–

–

0.59

ISRAELI GOVERNMENT REPORT

0.59

0.89

0.62

2.10

Italy – A.C 14.AS

–

–

0.12

0.12

Italy – A.C 16.AG

–

–

0.39

0.39

Italy – B.C 10.AS

–

1.79

0.18

1.97

Italy – B.C 13.AS

–

1.62

0.38

2.00

Italy – B.C 14.AS

–

4.28

0.16

4.44

Italy – B.C1.LF

–

–

0.10

0.10

Italy – B.C7.LF

–

1.21

0.23

1.44

Italy – B.C8.LF

–

2.80

0.41

3.21

Italy – C.C6.EO

–

2.75

0.27

3.02

Italy – Candela

–

–

0.14

0.14

Italy – Colle Di Lauro

–

0.29

0.05

0.34

Italy – Comiso II

–

0.54

0.01

0.55

Italy – Garaguso

–

0.41

0.08

0.49

Italy – Montignano

–

–

0.11

0.11

Italy – S.Anna (Tresauro)

–

0.62

0.01

0.63

Italy – Other

–

–

1.21

1.21

Italy – Corporate

38.58

–

–

38.58

ITALIAN GOVERNMENT

38.58

16.31

3.85

58.74

UK – Tors & Wenlock assets

–

–

0.72

0.72

UK – Scott & Telford assets

–

–

0.02

0.02

UK – Appraisal assets

–

–

0.30

0.30

UK – Markham

–

–

0.04

0.04

UK – Corporate

0.10

–

–

0.10

UK GOVERNMENT

0.10

–

1.08

1.18

TOTAL

97.08

17.20

5.83

120.11

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OTHER INFORMATION

#### Glossary

CO2 – Carbon dioxide

SO2 – Sulphur dioxide

NOx – Nitrogen oxides

GBP or £ – Pound sterling

USD or $ – US dollar

EUR or €- Euro

A

ACQ – Annual Contract Quantity

AGM – Annual General Meeting

B

bbl – Barrel

Bcf – billion cubic feet

bcm – billion cubic metres

boe – Barrels of oil equivalent

boe/d – Barrels of oil equivalent per day

bopd – Barrels of oil per day

C

Capex – Capital expenditure

CEO – Chief Executive Officer

CFO – Chief Financial Officer

COO – Chief Operating Officer

CMAPP – Corporate Major Accident Prevention Policy

CNG – Compressed natural gas

CPR – Competent Person’s Report

CSR – Corporate Social Responsibility

E

E&P – Exploration and production

EBITDAX – Earnings before interest, tax, depreciation, amortisation and exploration expenses

EBRD – European Bank for Reconstruction and Development

EOR – Enhanced Oil Recovery

EPCIC – Engineering, Procurement, Construction, Installation and Commissioning

F

FAR – Fatal Accident Rate – number of fatalities per 100 million hours worked

FDP – Field Development Plan

FEED – Front-end Engineering and Design

FID – Final Investment Decision

FPSO – Floating Production Storage and Offloading vessel

FRC – Financial Reporting Council

FRS – Financial Reporting Standard

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OTHER INFORMATION

G

G&A – General and Administrative

GSPA – Gas Sale and Purchase Agreement

GSP – GSP Offshore S.R.L.

H

H&S – Health and Safety

HMRC – HM Revenue and Customs

HSE – Health, Safety and Environment

I

IAS – International Accounting Standard

IASB – International Accounting Standards Board

IFRS – International Financial Reporting Standard

INGL – Israel Natural Gas Lines Ltd

IPO – Initial Public Offering

IPP – Independent Power Producers

IR – Investor Relations

J

JOA – Joint Operating Agreement

JV – Joint Venture

K

kboepd – Thousands of barrels of oil equivalent per day

KM – Kilometres

KPI – Key Performance Indicator

L

LIBOR – London Interbank Offered Rate

LSE – London Stock Exchange

LTI – Lost Time Injury

LTIF – Lost Time Injury Frequency

M

M3 – Cubic metre

MN – million

MMbbls – million barrels

MMbo – million barrels of oil

MMboe – million barrels of oil equivalents

MMbtu – million British Thermal Units

MMscf – million standard cubic feet

MMscf/day or MMscfd – million standard cubic feet per day

MMtoe – million tonnes of oil equivalent

MoU – Memorandum of Understanding

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OTHER INFORMATION

N

NGO – Non-Governmental Organisation

NPV – Net Present Value

NSAI – Netherland, Sewell & Associates, Inc.

O

Opex – Operating expenses

P

PP&E – Property, plant and equipment

R

2P reserves – Proven and probable reserves

RBL – Reserve Based Lending

2C resources – Contingent resources

S

Sq km or km2 – Square kilometres

T

Tcf – Trillion cubic feet

TRIR – Total Recordable Injury Rate

TASE – Tel Aviv Stock Exchange

W

WI – Working interest

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OTHER INFORMATION

#### Company Information

Registered office

Energean plc

Accurist House

44 Baker Street

London

W1U 7AL

United Kingdom

Tel: +44 203 655 7200

Corporate brokers

Morgan Stanley

25 Cabot Square

Canary Wharf

London

E14 4QA

Stifel Nicolaus Europe

150 Cheapside

London

EC2V 6ET

Peel Hunt

7th Floor

100 Liverpool Street

London

EC2M 2AT

Auditor

Ernst & Young LLP

1 More London Place

London

SE1 2AF

Legal adviser

White & Case LLP

5 Old Broad Street

London

EC2N 1DW

Financial PR adviser

FTI Consulting LLP

200 Aldersgate

Aldersgate

St

London

EC1A 4HD

Registrar

Computershare Investor Services plc

The Pavilions Bridgwater Road

Bristol

BS13 8AE

Financial calendar

May 2023: Annual General Meeting

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