03919249false2138003EYHWO75RKS8572025-01-012025-12-31iso4217:USD2138003EYHWO75RKS8572024-01-012024-12-31iso4217:USDxbrli:shares2138003EYHWO75RKS8572025-12-312138003EYHWO75RKS8572024-12-312138003EYHWO75RKS8572023-12-31ifrs-full:IssuedCapitalMember2138003EYHWO75RKS8572023-12-31ifrs-full:SharePremiumMember2138003EYHWO75RKS8572023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2138003EYHWO75RKS8572023-12-31ifrs-full:ReserveOfCashFlowHedgesMember2138003EYHWO75RKS8572023-12-31tullowoilplc:HedgeReserveTimeValueMember2138003EYHWO75RKS8572023-12-31ifrs-full:MergerReserveMember2138003EYHWO75RKS8572023-12-31ifrs-full:RetainedEarningsMember2138003EYHWO75RKS8572023-12-312138003EYHWO75RKS8572024-01-012024-12-31ifrs-full:IssuedCapitalMember2138003EYHWO75RKS8572024-01-012024-12-31ifrs-full:SharePremiumMember2138003EYHWO75RKS8572024-01-012024-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2138003EYHWO75RKS8572024-01-012024-12-31ifrs-full:ReserveOfCashFlowHedgesMember2138003EYHWO75RKS8572024-01-012024-12-31tullowoilplc:HedgeReserveTimeValueMember2138003EYHWO75RKS8572024-01-012024-12-31ifrs-full:MergerReserveMember2138003EYHWO75RKS8572024-01-012024-12-31ifrs-full:RetainedEarningsMember2138003EYHWO75RKS8572024-12-31ifrs-full:IssuedCapitalMember2138003EYHWO75RKS8572024-12-31ifrs-full:SharePremiumMember2138003EYHWO75RKS8572024-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2138003EYHWO75RKS8572024-12-31ifrs-full:ReserveOfCashFlowHedgesMember2138003EYHWO75RKS8572024-12-31tullowoilplc:HedgeReserveTimeValueMember2138003EYHWO75RKS8572024-12-31ifrs-full:MergerReserveMember2138003EYHWO75RKS8572024-12-31ifrs-full:RetainedEarningsMember2138003EYHWO75RKS8572025-01-012025-12-31ifrs-full:IssuedCapitalMember2138003EYHWO75RKS8572025-01-012025-12-31ifrs-full:SharePremiumMember2138003EYHWO75RKS8572025-01-012025-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2138003EYHWO75RKS8572025-01-012025-12-31ifrs-full:ReserveOfCashFlowHedgesMember2138003EYHWO75RKS8572025-01-012025-12-31tullowoilplc:HedgeReserveTimeValueMember2138003EYHWO75RKS8572025-01-012025-12-31ifrs-full:MergerReserveMember2138003EYHWO75RKS8572025-01-012025-12-31ifrs-full:RetainedEarningsMember2138003EYHWO75RKS8572025-12-31ifrs-full:IssuedCapitalMember2138003EYHWO75RKS8572025-12-31ifrs-full:SharePremiumMember2138003EYHWO75RKS8572025-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2138003EYHWO75RKS8572025-12-31ifrs-full:ReserveOfCashFlowHedgesMember2138003EYHWO75RKS8572025-12-31tullowoilplc:HedgeReserveTimeValueMember2138003EYHWO75RKS8572025-12-31ifrs-full:MergerReserveMember2138003EYHWO75RKS8572025-12-31ifrs-full:RetainedEarningsMember03919249bus:CompanySecretary12025-01-012025-12-3103919249bus:Consolidated2025-12-3103919249bus:ChiefExecutive2025-01-012025-12-3103919249bus:Director12025-01-012025-12-31039192492025-12-31039192492025-01-012025-12-31xbrli:pure03919249bus:Consolidated2025-01-012025-12-3103919249bus:FRS1012025-01-012025-12-3103919249bus:FullAccounts2025-01-012025-12-3103919249bus:Audited2025-01-012025-12-31
Tullow Oil plc
Annual Report and Accounts 2025
Building a
better future
through responsible
oil and gas development
Strategic report
1 Tullow at a glance
2 Chair’s statement
3 Chief Executive Officer’s review
6 Market overview
7 Our business model
8 Our KPIs
9 Our stakeholders and how we engage with them
10 Section 172 statement
11 Sustainability review
19 Taskforce on Climate-related Financial Disclosures (TCFD)
27 Risk management and principal risks
35 Viability statement
37 Financial review
43 Non-financial and sustainability information statement
Corporate governance
44 Code application
45 Chair’s letter
46 Board of Directors
47 Governance framework
48 Board leadership and company purpose
52 Division of responsibilities
53 Composition, succession and evaluation
54 Nominations Committee report
56 Audit Committee report
60 Safety and Sustainability Committee report
61 Remuneration report
81 Directors’ report
85 Statement of Directors’ responsibilities
Financial statements
87 Independent auditor’s report to the members of
Tullow Oil plc
97 Group financial statements
101 Material Group accounting policies
111 Notes to the Group financial statements
145 Company financial statements
147 Material Company accounting policies
149 Notes to the Company financials statements
Supplementary information
153 Alternative performance measures
155 Commercial reserves and contingent resources
summary (unaudited) working interest basis
156 Shareholder information
Group working interest production
1
40,400 boepd
2024: 51,500 boepd
Operating cash flow
2
$221m
2024: $668m
Adjusted EBITDAX
1,2
$586m
2024: $1.008bn
Loss after tax (from continuing activities)
1
$(129)m
2024: $(55)m
Capital investment
2
$195m
2024: $231m
Free cash flow
2
$99m
2024: $156m
Net debt
2
$1.35bn
2024: $1.45bn
Gearing
1,2
2.3 times
2024: 1.4 times
2025 resultsContents
1. 2025 metrics exclude Gabon assets which were sold on
29July 2025 and 2024 comparatives have been restated.
Seenote 8 on pages 117 to 119.
2. The Group uses certain performance measures that are not
specifically defined under IFRS or other generally accepted
accounting principles. These alternative performance
measures are explained on pages 153 and 154.
Our purpose
To build a better future through responsible oil and gas development.
What we do
We develop, produce and sell oil and gas resources in Africa.
See our business model on page 7.
Our operations
Over the course of 2025, we reshaped our asset portfolio and we now have a distinct
Ghana-focused operating platform covering the offshore Jubilee and TEN fields. Both
offersignificant opportunities to create value, through production optimisation activities,
infill drilling and new production fromcurrently undeveloped parts of the fields, as well as
near-field exploration.
Tullow at a glance
Tullow Oil plc Annual Report and Accounts 2025 – 1
Strategic report Corporate governance Financial statements Supplementary information
Chair’s statement
It was an honour to be appointed Chair of Tullow on
1December 2025, having served as a Non-Executive
Director of the Company since February 2023.
Building resilience
In 2025 we achieved a number of strategic milestones
establishing a strong foundation for our successful
refinancing earlier this year. We now have the capital
structure and time to improve performance, execute
ourbusiness plan and secure additional value for
ourstakeholders.
We completed the sale of our assets in Gabon and Kenya
in July and September respectively. The proceeds from
both transactions, together with a relentless focus on cost
optimisation, generated free cash flow and enabled us to
further deleverage the business, despite lower production
at our key Jubilee asset.
During the year we agreed to extend our Jubilee and TEN
Petroleum Agreements to 2040 and received parliamentary
ratification in February 2026. The extensions secure our
long-term operating position and demonstrate our
commitment to responsible resource development
in Ghana.
In April 2026 we completed a comprehensive refinancing
transaction, issuing new extended notes with a maturity in
November 2028. The transaction provides a stable platform
to deliver our investment programme and realise the full
value of the Group’s assets.
Our agreement to acquire the TEN FPSO, on behalf of the
joint venture, was another important milestone, and is
expected to deliver material cost savings and underpin the
longer-term development of the TEN fields.
We have had a promising start to the 2025-26 Jubilee
drilling campaign. Three Jubilee producers have been
brought onstream safely, on schedule and to budget
withgood performance to date. A further three producers
and one water injector are expected to come onstream
later this year.
Health and safety
The safety of our people and the integrity of our
operations remain our highest priorities and shape our
culture, behaviour and decision making. During the year,
our total recordable injury rate was 1.02 and there were no
lost time injuries. All incidents and near misses were
investigated and significant and high potential events were
reviewed by management. In all cases, as required,
corrective and preventative measures were implemented.
Building a better future
We are committed to building a better future through
responsible oil and gas development. We will continue to
support our host countries to develop their natural
resources whilst taking actions to minimise our
environmental footprint and create value for our
stakeholders, including the communities where we
operate. See pages 11 to 18.
Board changes
Following a global search, in September 2025 Ian Perks
joined Tullow and the Board as our new Chief Executive
Officer (CEO). Ian brings a wealth of upstream oil and gas
experience, deep knowledge of African and other
international markets, and a proven track record of
delivering large multi-stakeholder projects. At the same
time, Richard Miller, who had been serving as Interim CEO
and Chief Financial Officer (CFO), reverted to his
role as CFO.
I would like to extend my thanks to my predecessor,
Phuthuma Nhleko and to my colleagues Genevieve
Sangudi, Martin Greenslade and Mitchell Ingram, who
stepped down from the Board in December 2025, as well
as Sheila Khama, who stepped down earlier in the year.
On 8 April 2026, we announced the appointment of Henry
Steel as an independent Non-Executive Director and
Senior Independent Director with immediate effect. At the
same time, we also announced the appointment of Garrett
Soden, Euan Shirlaw and James Peterkin as independent
Non-Executive Directors with effect from 1 May 2026.
Garrett Soden will become Chair of the Audit Committee
with effect from 1 May 2026. Information about them is
available at www.tullowoil.com/investors/regulatory-news.
Further information about these appointments and their
impact on our governance arrangements and the
composition of the Board’s Committees is set out
on page 45.
Our people
Our people have been instrumental in delivering our goals,
maintaining our strong safety record, and executing our
strategic milestones. On behalf of the Board, I would like to
thank them for their hard work and commitment during
what has been a challenging year.
The year ahead
The refinancing transaction, in combination with the
TENFPSO acquisition and the ratification of the extension
of our Jubilee and TEN Petroleum Agreements, will provide
a stable foundation for the future. In addition, multiple
near-term value catalysts, including the ongoing Jubilee
drilling campaign, continued cost optimisation and the
interpretation of 4D seismic and Ocean Bottom
Nodesurvey data, will drive operational and financial
performance, ensuring Tullow is well positioned to
delivervalue for all stakeholders.
If you have any questions or comments on any part of
thisAnnual Report, Iwill be pleased to hear from you
andIcan be contacted via the Company Secretary at
companysecretary@tullowoil.com.
Roald Goethe
Chair
27 April 2026
2 – Tullow Oil plc Annual Report and Accounts 2025
Strategic report Corporate governance Financial statements Supplementary information
Chief Executive Officer’s review
Overview
I was very pleased to be appointed CEO in September
2025. Tullow has many strengths including its reputation
asa trusted partner and responsible operator on the
continent of Africa, the drive and commitment of its
people, and world class assets with significant growth
potential. We also have a number of near-term operational
catalysts with the potential to deliver value tostakeholders
in the near term.
Priorities and achievements
I joined Tullow at a pivotal time. My immediate priorities
were to work with the team and our stakeholders to put the
Company on a long-term sustainable financial footing and
create a strong foundation to drive operational and
financial performance improvement.
In July, the sale of our assets in Gabon was completed for a
total cash consideration of $307 million net of tax and
customary adjustments. In September we sold our
interests in Kenya and have realised the first two tranches
of proceeds, totalling $80 million. A third tranche of
$40million is due no later than 30 June 2033, subject to a
payment schedule linked to the oil price. The proceeds
from these strategic disposals materially reduced our net
debt and strengthened our balance sheet. The successful
completion of both transactions has also reshaped our
asset portfolio and we now have a distinct Ghana-focused
operating platform.
During 2025 we have further strengthened our position in
Ghana by securing alignment with the Government on a
suite of agreements that add value to our portfolio but
more importantly provide a stable investment environment
that paves the way for future growth opportunities. In June,
together with our joint venture partners, we reached
agreement with the Government of Ghana to extend our
Jubilee and TEN petroleum agreements to 2040, which
was ratified in February 2026. These extensions secure our
ability to responsibly develop our assets in Ghana over the
long-term. In addition, Tullow has secured revised terms
for the supply of gas from the Jubilee field to the end of
the extended period at an escalating price of $2.50/
mmbtu and agreed heads of terms for the potential supply
of gas from the TEN fields. Tullow and the Government of
Ghana have also agreed a gas payment security
mechanism.
In February 2026 we signed an agreement to acquire the
TEN FPSO on behalf of the joint venture for a gross
consideration of $205 million ($125.6 million net). Our net
consideration, which is equivalent to approximately one
year of current net lease cost, is expected to be funded by
in-year cash flow from TEN and to be paid upon
completion at the end of the first quarter of 2027. In
addition to the removal of the annual lease cost, assuming
operatorship of the FPSO will result in cost savings similar
to what has already been achieved at the adjacent Jubilee
field and create further potential synergies, which will
underpin the longer-term development of the TEN fields.
The towed streamer 4D seismic and Ocean Bottom Node
seismic surveys on the Jubilee and TEN fields were
completed in the first and fourth quarters of 2025,
respectively. Interpretation of the 4D seismic data
continues to deliver informative reservoir insights
supporting the well design and placement in the current
drill programme and the identification of targets for
futurecampaigns.
Our focus on capital efficiency and cost optimisation has
continued. As a result, 2025 annual net G&A has reduced
to c.$45 million from c.$52 million in 2024 and we are
targeting savings of c.$50 million over the three year
period 2025-27.
In April 2026, we completed a comprehensive refinancing
transaction; extending our Senior Secured Notes to
November 2028 and the Glencore facility to May 2030,
alongside a new $100 million cargo pre-payment facility
with Glencore to enhance liquidity. This pivotal milestone
for the Company has secured a financial runway of over
two years, reduced total cash interest and provides a
stable platform for Tullow to deliver its investment
programme and unlock the full potential of its assets.
Financial performance
1
In 2025, free cash flow of $99 million was lower than
expected due to lower realised revenue towards the end of
the year, delayed receipt of the second Kenya disposal
proceeds, which were received in March 2026, and
delayed receipt of cash calls and gas payments from the
Government of Ghana. Government of Ghana receivables
at the end of 2025 were c.$225 million net to Tullow
(pre-tax), with c.$65 million related to cash calls, c.$110
million related to gas payments and c.$50 million related
to TEN development debt. We are working with the
Government of Ghana and its agencies to resolve the
historic receivables on a mutually acceptable basis.
Looking ahead, we expect to deliver free cash flow of
$70-175million in 2026 at an oil price range of $70-100/
bbl. This cash flow guidance includes recovery of 2025
cash call receivables from the Government of Ghana and
c.$40million pre-tax gas revenues from 2026 gas
production; but excludes c.$110 million in historical gas
receivables and c.$50 million receivables related to TEN
development debt.
1. Alternative performance measures are reconciled on pages 153 and
154.
Tullow Oil plc Annual Report and Accounts 2025 – 3
Strategic report Corporate governance Financial statements Supplementary information
Operational performance
In 2025, the Group’s working interest production averaged
40.4 kboepd, including 7.1 kboepd of gas. This figure
reflects the sale of our Gabonese assets, which was
effective from the beginning of the year. Overall
production was in line with guidance, although towards
the lower end, primarily due to operational challenges at
Jubilee during the first half of the year.
Performance improved in the second half, supported by
the good performance from the first new Jubilee
production well, which was brought onstream in July and
averaged c.10kbopd in the second half of 2025. A second
well (J74-P) was brought onstream in January 2026 and a
third well (J75-P) in March 2026.
Group working interest production for 2026 is expected to
be 32-42 kboepd, including c.6 kboepd of gas production.
This range reflects the decline from existing well stock,
which we are working hard to mitigate through improving
waterflood and fluid lift optimisation, offset by additional
production from the ongoing drill campaign. However,
based on production performance in the first quarter, we
expect to be at the high end of the production guidance
range for the full year.
Ghana
In Ghana operational efficiency remained high with
average facility uptime across the FPSOs averaging 97%
and a combined average oil production rate of c.32.5
kbopd net in 2025. Production performance in the first
quarter of 2026 has been strong, with Ghanaian oil
production growing to 35.4 kbopd.
Gross oil production from the Jubilee field averaged
60.9kbopd (net: 23.7 kbopd) in 2025. In the first half of the
year, production was challenged by higher-than-expected
water cut from certain wells, which affected riser stability on
the eastern side of the field. To address this, riser based gas
lift was introduced on the east side, successfully restoring
and stabilising production in June. Looking ahead, riser
based gas lift for the western side of Jubilee has been
approved and is expected to deliver further support to
production rates once fully implemented in 2027.
Cumulative voidage replacement grew to 107% in the
second half of 2025, as issues in the seawater lift system
have been resolved. This will support improved reservoir
pressure management and stabilise production
going forward.
Gross oil production from the TEN fields averaged
16.0kbopd (net: 8.8 kbopd) during 2025. This was above
expectations supported by well zonal optimisation in
Enyenra and water injection optimisation activities. The
TEN FPSO flare tip was replaced in May, resulting in a
c.50% reduction in routine flaring from July 2025 onwards.
As a result of the extension of our Ghanaian Petroleum
Agreements to 2040, we expect to realise an increase in
net 2P reserves of over 10mmboe. Furthermore, as part of
this arrangement, from 20 July 2036 Ghana National
Petroleum Corporation’s share in the field will increase by a
further 10% and the respective joint venture partners’
shares will decrease pro rata.
Net gas production in Ghana averaged 6.8 kboepd in 2025.
Six Jubilee wells are expected onstream in 2026 (five
producers and one water injector), two of which are
already onstream (J74-P and J75-P). The next three
producers are expected to come onstream in June and
July, with the final well (water injector) due onstream in
September.
To sustain production rates and counteract natural
declines in reservoir output, waterflood operations are
being optimised to maintain reservoir pressure and
enhance oil recovery, and well production is being
carefully managed via the riser system with the assistance
of riser-based gas lift.
Non-operated and exploration portfolios
As highlighted above, the sale of our Gabonese and
Kenyan assets completed in July and September,
respectively.
We are aware of a tax assessment for c.$170 million from
the Kenya Revenue Authority relating to alleged underpaid
VAT and Capital Gains Tax on the disposal. Our clear and
firm position is that the assessment is wholly without merit
and we intend to contest it through the regular objection
process. There will be no cash outflow in respect of
lodging these objections, nor do we expect cash outflow
on completion of the appeal process.
In Côte d’Ivoire, the Espoir field licence expiry is due in July
2026. Planning is under way to transfer the asset to Petroci.
We have taken the decision to exit exploration licences in
Côte d’Ivoire (CI-524 and CI-703) and have completed our
exit in Argentina (MLO 114, MLO 119 and MLO122).
Chief Executive Officer’s review continued
4 – Tullow Oil plc Annual Report and Accounts 2025
Strategic report Corporate governance Financial statements Supplementary information
Reserves and resources
At the end of 2025, audited 2P reserves were 100.4mmboe
(2024: 164.5 mmboe). The reserves reduction includes
14.7mmboe of Group production during 2025, the
disposal of the Gabon assets (36.0 mmboe), a downward
revision on Jubilee reflecting production performance
(11.8mmboe) and a minor reduction on TEN (1.6 mmboe),
which reflects rephasing of projects and an earlier
assumed cessation of production due to a lower
evaluation oil price.
Our asset base continues to have significant value, and as
at 31 December 2025, the Group’s audited 2P NPV10 was
c.$1.27 billion, at our independent reserves auditors price
deck starting $62.29/bbl in 2026 and rising to $66.24/bbl
in 2030 with 2% inflation applied from 2030 onwards.
The Group’s audited 2C resources of c.200 mmboe at the
end of 2025 (2024: c.700 mmboe) reflect the material
opportunity we have to mature resources into reserves to
realise sustained long-term production. A number of
tangible near-term projects are being matured during
2026 to realise this, including opportunities to install
subsea pumps and undertake further infill drilling on
Jubilee and TEN and the potential monetisation of
gasresources.
Sustainability
Sustainability underpins our business strategy and our
approach focuses on three core themes: people, climate
and nature.
Our Net Zero by 2030 commitment is a core aspect of our
sustainable approach and following the implementation of
process improvements and modifications on our FPSOs in
Ghana during the year, we further reduced routine
flaring by 22%.
Our community development programmes continue to
focus on improving education and employability in our
host communities and creating opportunities for local
employment and entrepreneurship.
Outlook
In 2025 we laid the foundations for improved performance
and created a number of potential growth opportunities. In
the near-term, we will focus on continuing to optimise our
cash flow delivery, through better cash flow management,
further cost reductions and reduction of the receivables
from the Government of Ghana. Furthermore following the
purchase of the TEN FPSO, we will look to capture
synergies with the Jubilee FPSO whilst reducing costs and
removing the significant annual lease payment.
Operationally, we are excited by the potential of the 4D
seismic and OBN data to unlock future drilling campaigns
in Jubilee and TEN. Nearer-term, we are encouraged by the
positive start to the 2025-26 Jubilee drill campaign. There
are a number of incremental opportunities beyond new
wells that we are pursuing to improve production,
including multi-phase pumps, riser-based gas lift and
workover campaigns. These projects have the potential for
rapid payback with relatively low risk.
With the refinancing transaction completed and strong
operational momentum across the business, Tullow is well
positioned to deliver our Business Plan and target near-
term upside. As we look to the year ahead we remain
focused on improving the performance of our world-class
assets and executing our Business Plan to deliver value
forstakeholders.
Ian Perks
Chief Executive Officer
27 April 2026
Tullow Oil plc Annual Report and Accounts 2025 – 5
Strategic report Corporate governance Financial statements Supplementary information
Global market turbulence, marked by persistent conflicts, shifting alliances and policy
shocks, continued during 2025.
Geopolitics
During the year significant geopolitical shifts intensified
uncertainty and continued to reshape the global
economic landscape.
These shifts contributed to inflationary pressures, supply chain
fragility and increased market volatility. The energy sector
faced ongoing challenges from fluctuating trade policies,
evolving regulatory environments and heightened competition
for critical resources. As a result businesses experienced
higher input costs, reduced access to raw materials and longer
lead times across production and logistics.
In this context, energy and natural resources companies have
been reassessing investment strategies and balancing fossil
fuel operations with the growth of low-carbon alternatives.
Commodity markets remain sensitive to geopolitical and
trade policy shifts leading to continued volatility. Additionally,
the rapid expansion of AI and data infrastructure has driven
unprecedented demand for reliable electricity, while ongoing
regulatory developments and infrastructure constraints
continue to shape the pace of energy transition and
investment, with implications for costs and project timelines
across the sector.
How we are responding
Our proven track record of ensuring business continuity
during political uncertainty is supported by disciplined risk
management and scenario planning. We work to build
strong relationships with host nations and governments to
ensure effective long-term partnerships that lay the
foundation for responsible resource development.
Oil prices
1
Brent crude rose to $81/bbl in January 2025 amid harsh
winter conditions and intensified US sanctions on Iran and
Russia but declined sharply in April to below $60/bbl, due to
aggressive tariff announcements and OPEC+ accelerating
the unwinding of voluntary production cuts.
After temporary trade deals were reached, prices rebounded
modestly in May and were briefly pushed to $74/bbl in June
following Israeli strikes on Iran. Oversupply and rising
inventories, particularly in China and the US, kept prices
subdued through the summer and as global supply surged,
prices drifted further ending the year around $61/bbl.
Early 2026 has seen a severely disrupted oil market, driven
primarily by conflict in the Middle East, which halted tanker
traffic through the Strait of Hormuz, sending Brent futures
close to $120/bbl in March. Prices later eased, with Brent
futures dropping as low as $92/bbl by mid-April amid reports
of peace talks, but have remained significantly elevated
relative to pre-conflict levels.
How we are responding
Our response to oil price volatility is to take a balanced
approach, which combines a robust hedging programme
with disciplined cost management. Our hedging policy is to
protect 60% of our expected production for the year ahead
and 30% of the following year. Additionally, westrategically
select hedging instruments to ensure that atleast 60% of our
expected production retains exposure to rising oil prices.
Alongside this, we maintain a relentless focus on managing
our cost base and implementing targeted cost optimisation
initiatives, which, together with disciplined capital allocation,
underpin our ability to maintain financial resilience in a volatile
oil price environment.
Climate change and energy transition
Ten years after the Paris Agreement, the global picture on
climate change is mixed. Total annual CO
2
emissions grew
by just 1.17% since 2015 – a dramatic slowdown from nearly
18.4% growth in the decade before 2015
2
. This has been
achieved by the roll-out of renewable energy, which rose
an additional 793 GW in 2025 to over 5,000 GW
3
.
2025 was one of the three warmest years on record, with global
temperatures averaging 1.48°C above pre-industrial levels
4
.
Climate change already costs African countries an average of
2% to 5% of GDP, with some countries spending up to 9% of
their budgets on climate disaster responses. By 2030, as many
as 118 million of the continent’s poorest people could face the
impacts of severe droughts, flooding and extreme heat
5
.
At COP30 in Brazil, global leaders agreed that it was prudent
to avoid the worst impacts of climate change, but they could
not agree on how to further accelerate the energy transition.
The summit restated its desire to reduce emissions from the
energy sector, which remains the largest contributor to global
greenhouse gases, and to support vulnerable regions like
Africa through increased climate finance and
technology transfer.
Fossil fuels such as oil and natural gas are expected to remain
asignificant part of Africa’s energy mix, meeting the demands
of rapidly growing populations and industrial sectors.
Delivering this energy with lower carbon emissions is key for
Africa’s energy security and independence.
How we are responding
Our purpose is to build a better future through the responsible
development of oil and gas. In support of global targets to
reduce emissions, we continue to implement our Net Zero by
2030 strategy.
We recognise the importance of meaningful engagement with
a wide spectrum of stakeholders to address the complexity of
the energy transition, and we regularly engage with host
countries to understand their long-term climate change
strategies. Further detail about our Net Zero by 2030 strategy
and progress to date is included on pages16 and 17.
Market overview
1. All data in this section is taken from the monthly IEA Oil Market Reports
available at www.iea.org/energy-system/fossil-fuels/oil.
2. Source: www.eciu.net/media/press-releases/2025/paris-agreement-at-
ten-brakes-slammed-on-emissions-growth-finds-analysis.
3. Source: www.ember-energy.org/latest-insights/renewable-additions-in-
2025-are-once-again-expected-to-surge-putting-tripling-within-reach.
4. Source: www.wmo.int/news/media-centre/wmo-confirms-2025-was-
one-of-warmest-years-record.
5. Source: www.wmo.int/news/media-centre/africa-faces-
disproportionate-burden-from-climate-change-and-adaptation-costs.
6 – Tullow Oil plc Annual Report and Accounts 2025
Strategic report Corporate governance Financial statements Supplementary information
Our business model
Building a better future through responsible oil and gas development is our purpose, and
ensuring that we generate value for all our stakeholders shapes our business model and strategy.
What we do
Produce and sell oil and gas from our
WestAfricanassets and sell to international
anddomestic markets.
Develop and explore around our existing fields
tomaintain and grow production.
Harness opportunities to bring undeveloped
resources to production and acquire existing
producing fields to grow and diversify.
Our resources and relationships
Experienced and skilled employees.
Attractive Ghana-focused operating platform.
Responsible operator.
Trusted partner.
Dependable supply network.
Financial resources to fund growth.
The value we create
Our people
We provide employment, competitive compensation
and benefits, and development opportunities.
Host communities
Our activities contribute to the Ghanaian
economyand support sustainable economic
growth through enterprise and skills development
to enhance employability.
Suppliers
We work with local suppliers to enhance their
capabilities and enable their growth and expansion
in their home country and beyond.
Investors
We offer potential growth opportunities and
investment returns.
How we operate
Our ethical values-led approach ensures we do
what is right and promotes a culture of openness,
performance and continuous improvement.
We work in partnership to build trust and deliver
positive outcomes for all stakeholders.
We are focused on creating a resilient business that
gives us flexibility to unlock value from our existing
resources and take advantage of organic value-
accretive opportunities.
Sustainability underpins our strategy.
Tullow Oil plc Annual Report and Accounts 2025 – 7
Strategic report Corporate governance Financial statements Supplementary information
Our KPIs
We measure our performance using the financial and non-financial metrics detailed below,
which reflect our strategic priorities. These metrics are used to determine performance-related
rewards across the Company ensuring that remuneration and delivery of our strategy arealigned.
Performance metrics and the targets are set at the start of each financial year. Detailed information about the metrics and
targets set for the year ended 31 December 2025 and progress achieved are set out on pages 64 to 66. To provide a
meaningful year-on-year comparison relevant performance outcomes have been normalised to reflect the sale of our
Gabon and Kenya assets during the year.
Metric and why we measurethis 2025 performance 2024 performance
Safety
Ensuring a safe working environment
is alwaysour first priority.
Five recordable injuries.
No Tier 1 Loss of Primary Containment (LOPC).
One Tier 2 LOPC.
One recordable injury.
Two Tier 1 LOPCs. One Tier 2 LOPC.
Financial performance
Helps determine how effectively we are
deploying our strict cost framework and our
progress in maintaining cost discipline.
Normalised operating cash flow at $296.3million.
Gross general and administrative expenses at
$137 million
1
.
Normalised operating cash flow at
$526 million
2
.
Gearing at 1.3x
2
.
Production
Maximising oil production and revenues
is critical if we are to continue to deleverage
our business and deliver our targeted material
cash flow over the next two years.
Group oil production at 33.3 kbopd.
Jubilee facility efficiency
3
at 96.0%.
TEN facility efficiency
3
at 98.7%.
Jubilee water injection and power generation
uptime
4
at 215.5 kbwpd and 93.9% respectively.
Group oil production at 54.7 kbopd
2
.
Jubilee production efficiency at 83%.
TEN production efficiency at 100%.
Jubilee water injection efficiency at 76%.
Business plan implementation
Effective implementation of our capital
investment programmes underpins our
strategy and ensures capital efficiency.
Drilling efficiencies during the year enabled
two Jubilee wells to be drilled under budget.
Additionally, we accelerated the OBN survey
and the artificial lift and surfer boat landing
projects to 2025 and delivered all under budget.
Drilling efficiencies enabled the Jubilee
2024 wells to be drilled below budget.
Additionally, we accelerated the Mauritanian
decommissioning operations and
delivered significantly under budget.
Sustainability
If we are to fulfil our purpose, we must mitigate
the impact of our operations while generating
social and economic benefits for our host
nations and other stakeholders.
Further progressed our people, climate and
nature-focused sustainability approach.
We continued to make socio-economic
investments that maximise positive impacts,
reduced flare emissions and started
implementing our biodiversity action plan.
Significant progress was made across all
areas of ESG. In particular we finalised
the contractual requirements in relation
to the carbon offset project in Ghana,
continued investment in social projects in
our countries of operation and set a new
NoNet Loss ambition level for nature.
Unlocking value
Provides laser focus on key strategic
operational projects.
Performance assessment focused on critical
actions including increasing the value of
our TEN and Jubilee assets, acquiring new
assets, refinancing the business, growing and
protecting our non-operated exploration assets
and managing our exposure to the Ghana
Branch Profits Remittance Tax.
Performance assessment focused on
seven critical actions including successful
outcome in the BPRT arbitration, extension
of the interim gas sales agreement in Ghana
and positioning for future refinancing.
Leadership effectiveness
Ensures we have the right balance of skills,
experience and knowledge to deliver
our strategy.
Recruited a new CEO and put in place effective
interim leadership to maintain momentum across
our key strategic objectives. Despite challenging
circumstances, including an organisation
restructuring, the teams remained focused and
continued to execute 2025 activities and progress
a number of strategic priorities.
Supported by the hard work and dedication
of the entire Tullow team, the SLT worked
cohesively to ensure continued delivery of
key strategic and operational priorities.
1. For the financial year ended 31 December 2025 we updated our
performance metrics to include a gross general and administrative
(GG&A) measure instead of a gearing metric. This change was made
because the gearing metric is heavily influenced by external factors,
primarily the oil price. The factors that contribute to the GG&A measure
are within our control and therefore this measure provides a better
indication of the progress we have made in managing our cost base.
2. Includes the Gabon assets which were part of the Group at the time the
2024 scorecard was determined.
3. Facility efficiency refers to the ratio of actual produced oil to the
theoretical maximum capacity of the production system (reservoir to
wells through facilities to export).
4. A power generation uptime metric was introduced for the financial year
ended 31 December 2025. It is an indicator of water injection reliability
and efficiency which drives production and, ultimately, cashflow.
8 – Tullow Oil plc Annual Report and Accounts 2025
Strategic report Corporate governance Financial statements Supplementary information
Our stakeholders and how we engage with them
Recognising the needs and priorities of our stakeholders and fostering strong, positive
relationships are fundamental to our success.
Colleagues
Enable us to deliver
our strategy
Host governments
and communities
Live and operate
where we do business
Investors
and lenders
Provide capital
Suppliers
Support our
business activities
ESG experts, NGOs
and industry peers
Share best practice
What matters to them
• Safe working.
• Fair compensation
and benefits.
• Values-based culture.
• Regular and timely
business updates.
• Development
opportunities.
• Responsible operator
of national assets.
• Revenues and taxes
from operations.
• Socio-economic
investment and support.
• Consultation on
operational initiatives.
• Strategy and delivery.
• Sustainable returns.
• Regular communication
and transparency.
• Strong ESG
performance, particularly
management of climate
change impacts.
• Long-term relationships.
• Safe working.
• Fair terms.
• Local content
investment.
• Safe and
sustainable operations.
• Input into industry
debates and
consultations.
• Proactive engagement
in relation to issues.
Group-level engagement overview
• Town hall and
team meetings.
• Leadership
coffee mornings
and brunches.
• Employee advisory
forums (the Employee
Engagement Forum
and the Tullow Advisory
Panel (TAP)).
• Proactive engagement
with government
officials.
• Regular interaction
via our local Social
Performance teams.
• Regular surveys,
advocacy and
industry collaborations.
• Investor relations
(IR) programme
including regular
updates and roadshows.
• Frequent group and
one-on-one meetings.
• Participation in
industry conferences.
• Regular
commercial dialogue.
• Quarterly key supplier
performance reviews.
• Supplier training events
in relation to our
business requirements.
• Industry trade
association corporate
memberships
including Ipieca.
• Participation in
ESG-focused and
other industry events
and conferences.
• Participation in technical
peer-to-peer events.
Board-level engagement overview
• Quarterly meetings
with the TAP.
• CEO and CFO town
hall meetings with
employees, including
open Q&A sessions.
• Chair and CEO meet
with national
government
representatives.
• Regular Social
Performance team
Board updates.
• Annual General Meeting.
• Chair and Senior
Independent
Director meet with
shareholders as required.
• Regular Board updates on
IR programme, including
investor feedback.
• Chair, CEO and CFO
meet with supplier
counterparts to assess
performance and
build relationships.
• Board oversees
sustainability strategy.
• Regular Board
updates on relevant
ESG developments.
Outcomes
• Engaged workforce.
• Clear understanding of
key performance
measures and colleagues’
contribution.
• Contribute to the
Ghanaian economy and
support sustainable
economic growth.
• Community programmes
focused on education,
skills development and
entrepreneurship.
• Progressed nature-based
offset programme
with the Ghana
Forestry Commission.
• Continued positive
engagement with
and support from
shareholder base.
• Refinancing transaction.
• Progressed Net
Zero strategy.
• Ethical procurement.
• Responsible
business practices.
• Motivated suppliers
performing to
high standards.
• Cost-effective and
efficient procurement.
• Continued delivery of
people, climate and
environment focused
sustainability approach.
• Reduced emissions.
• Progressed Ghana
carbon-offset
programme.
• Publish disclosures in line
with TCFD and TNFD
frameworks.
See pages 13 and 14. See pages 15 to 17. See pages 41, 42, 16
and 17.
See pages 12, 15
and16.
See pages 11 to 26.
Tullow Oil plc Annual Report and Accounts 2025 – 9
Strategic report Corporate governance Financial statements Supplementary information
Section 172 statement
Example, stakeholders considered Outcome
Sale of Gabon and Kenya assets
Capital efficiency and optimising our capital
structure and portfolio remains a strategic priority.
During the early part of the year, the Board
reviewedthe Group’s asset base and considered
theappropriateness of divesting its interests in
Gabonand Kenya.
Stakeholders: Investors and lenders,
Hostcommunities and governments.
Following consideration, the Board approved the
divestment of the Gabon and Kenya assets, given the
proceeds would significantly reduce the Group’s net debt
and strengthen its balance sheet. Transactions in relation
to both assets were successfully completed during the
year (see page 3).
Extension of Ghana petroleum agreements
During the year, the Board approved the signing
ofamemorandum of understanding with the
Government of Ghana for the extension of the
Group’s production licences through to 2040.
Stakeholders: Host communities and
governments, Colleagues, Investors and lenders.
In considering the licence extensions, the Board took
intoaccount both the value creation opportunity over
theextended period and the opportunity to secure
along-term operating framework for the Group’s
Ghanaianassets. The extension of the licences
receivedparliamentary ratification in February 2026.
Implementation of refinancing transaction
In February 2026, the Board approved entering into
a binding lock-up agreement to implement
arefinancing transaction with the holders of the
Company’s senior secured notes and Glencore
Energy UK Limited.
Stakeholders: Investors and lenders, Colleagues,
Suppliers, Host communities and governments.
The Board approved entering into the lock-up agreement
given that successful implementation of the refinancing
transaction would extend the maturity of the Company’s
loan arrangements, optimise its cash interest profile,
provide a stable platform for the business to deliver its
business plan and realise full value for stakeholders.
These outcomes would support longer-term refinancing
and/or enable other asset value maximisation
opportunities to be explored.
The Directors are required by law to act in a way that promotes the success of the Company
for the benefit of shareholders as a whole.
During the year ended 31 December 2025, the Board has acted in accordance with Section 172(1) (a) to (f) of the
Companies Act 2006, with each Director acting in the way they consider, in good faith, would be most likely to promote
the success of the Company for the benefit of its members as a whole. In doing so, the Directors had regard to the
interests of other stakeholders, whilst maintaining and overseeing high standards of business conduct. Information
aboutour key stakeholders and how we engage with them is set out on the previous page.
Set out below are a number of examples which illustrate how the Directors have fulfilled their duties.
10 – Tullow Oil plc Annual Report and Accounts 2025
Strategic report Corporate governance Financial statements Supplementary information
Sustainability is a core part of our strategy and guides us in managing our material social
andenvironmental impacts, risks and opportunities.
Our sustainability approach
Our sustainability approach is built around three themes:
people, climate and nature.
Care for people
• Consider the needs of all people touched by our
business, including our workforce, communities in our
host countries and our supply chain.
• Focus on creating an inclusive culture and local
workforce, promoting health, safety and wellbeing.
• Assure the integrity of our assets and maintain
process safety.
• Respect human rights both in our Company and across
our extended supply chain.
• Manage our impacts on people and build trusting and
respectful relationships through engagement and
proactive collaboration.
• Contribute to socio-economic development
throughinvestment in skills, entrepreneurship
andsupplier capabilities.
Achieve Net Zero
1
• Minimise routine flaring in our operations to reduce
greenhouse gas emissions.
• Advance incremental operational efficiencies to
minimise energy consumption and adopt clean energy
solutions where possible.
• Invest in nature-based solutions to offset hard-to-abate
residual emissions.
Respect the environment
• Mitigate our environmental impacts through effective
management systems.
• Minimise impact from overuse of materials,
wasteandpollution.
• Implement practices to support biodiversity and protect
ocean health through proactive monitoring and
conservation activities.
To ensure our sustainability approach continues to address
the areas most relevant to our business and stakeholders
we undertook a double materiality assessment in 2024.
Information about the assessment process and the
outcomes is set out in the Appendix to our 2024
Sustainability Report, which is available at
www.tullowoil.com/sustainability.
Assurance
Quantitative data in this section relates to the 2025
calendar year and, unless otherwise stated, covers our
existing operations and our previously owned assets and
interests in Gabon and Kenya, which were divested in July
and September 2025 respectively. Greenhouse gas (GHG)
emissions reporting covers our owned operated assets as
at 31 December 2025. Descriptions of data collection
methodologies and notes to reported metrics are available
in our GHG Emissions Scope & Calculation Methodology
and Basis of Reporting documents, which are available at
www.tullowoil.com/sustainability. GHG emissions and
other ESG data from our operated assets have been
externally assured by Integrated Reporting & Assurance
Services, and the Assurance Statement is also available at
www.tullowoil.com/sustainability.
Sustainability review
1. Achieve Net Zero on our Scope 1 and 2 net equity emissions.
Tullow Oil plc Annual Report and Accounts 2025 – 11
Strategic report Corporate governance Financial statements Supplementary information
Sustainability review continued
Governance, ethics and compliance
Robust governance and responsible business conduct underpin everything we do and are
key elements of our sustainability approach.
Promote robust governance
We are committed to the highest standards of corporate
governance, ethics and compliance. The Board oversees
our overall sustainability activities, impacts and risks and
issupported by the Safety and Sustainability Committee
indirecting our sustainability approach, setting targets
andoverseeing their implementation. Further information
about the activities of the Board and Safety and Sustainability
Committee in this area is set out on pages 50 and
60respectively.
Maintain responsible business conduct
Our values and our Code of Ethical Conduct (Code) govern
the way we do business and convey a clear message to
our employees, contractors, supply chain partners and
external stakeholders about our approach to ethical
standards, anti-corruption, compliance and human
rights.The Code and supporting policies are available
atwww.tullowoil.com/about-us/corporate-governance.
In 2025, every Tullow permanent employee completed
our mandatory annual online Code training, which
requires self-certified disclosure of their compliance
with ethics and compliance controls.
Our Ethics and Compliance Ambassador programme
includes volunteers from different functions and regions
across the business who serve as focal points and trusted
advisers to their colleagues on all matters relating to our
Ethics and Compliance programme. All Ambassadors
receive training and the group meets monthly for
discussion, including deep dive learning on a specific
topic. In November 2025 we published procedures to
prevent harassment in the workplace.
In readiness for the new corporate criminal offence of
‘failure to prevent fraud’ we completed our anti-fraud risk
assessment and associated actions in 2024. Going forward,
we will ensure that fraud risk and associated controls are
periodically assessed and remain fit for purpose.
We encourage our colleagues, suppliers, contractors and
business partners to speak up if they observe, or think they
observe, behaviour which they believe is not in alignment
with our Code. We also regularly remind them that reports
can be made anonymously without fear of reprisal via
internal channels or to our independent, external reporting
mechanism, which is available 24/7 in multiple languages.
All reported cases are reviewed and investigated by our
Ethics and Compliance team, and updates are provided
tothe Audit Committee and the Board.
Speak-up reports in 2025 totalled 40 (2024: 40). All cases
were investigated and none warranted dismissal of staff.
Information security and data privacy
Our business relies on strong defences against digital
threats which pose a risk to our business continuity.
Similarly, we are committed to protecting the privacy
of all those who entrust us with their personal information
through robust digital controls and detailed privacy
procedures, authorisation hierarchies and training.
Our information security strategy comprises both
information technology and digital security, and is aligned
to ISO 27001 Information Security Management Standard
and the National Institute of Standards and Technology
framework. We apply industry best practice, supported
by ongoing intelligence and risk management through
our enterprise risk management system, and we implement
a number of processes to mitigate the risk of a major cyber
security incident (see page 34).
Disclosing our tax contributions
We are committed to openness and transparency in all
our business dealings and to providing our stakeholders
with details of our annual taxation contributions, which we
believe helps to promote honesty in our industry, mitigate
corruption and encourage inclusive development. Our
annual Payments to Government Report, which provides
details of our mandatory and voluntary tax disclosures, is
available at www.tullowoil.com/sustainability.
12 – Tullow Oil plc Annual Report and Accounts 2025
Strategic report Corporate governance Financial statements Supplementary information
Care for people
Our employees, together with our contractors, host communities, suppliers and other
business partners, play a key role in our business. Our priority is to ensure a safe working
environment and a values-led, inclusive culture.
Prioritise occupational health and safety
Our strong positive safety performance continued in 2025.
We recorded no lost time injuries, however, five medical
treatment cases across our operational sites and two high
potential incidents (HiPos)
1
during the year served as a
reminder of the risks our workforce face and the need
for continuous vigilance.
Occupational safety
performance
2
2025 2024 2023
Lost Time Injury
Frequency Rate (LTIFR) 0.00 0.00 0.24
Total Recordable Injury
Rate (TRIR) 1.02 0.21 0.20
High Potential Incident
Frequency (HiPoF) 0.41 1.85 0.60
1. HiPos are defined as any incident or near miss that could, in other
circumstances, have realistically resulted in one or more fatalities.
2. Our data collection methodologies and notes to reported metrics
are available in our Basis of Reporting document.
All injuries and incidents, including HiPos, were fully
investigated and corrective actions were taken to
preventrecurrence.
It is imperative that everyone who works at our sites or
supplies materials or services to our facilities has a full
understanding of our safety procedures and knows our
requirements. Throughout the year we continued to
reinforce safety training and procedures to further
embed a culture of safety across our operations. A global
safety standdown was held to reset focus on safety and
recommit to the highest safety standards across all
operations. Our 2025 Environment, Health and Safety
Contractors Forum with the theme ‘Right Person, Right
Place, Right Mindset: Maximising Human Performance
forEHS Excellence’ was attended by nearly 100
representatives of over 40 contractor companies,
whoshared experiences and insights during the event.
We invest in employee wellness and, during the year,
ourongoing Global Wellness Agenda covered a range of
events including talks on mental wellbeing and workplace
burnout, onsite health checks and physical activities
suchas the Tullow Sports Day and a ‘Move It Challenge’.
Employees also received a ‘Wellness Afternoon Off’ and
aday of paid leave as an appreciation for their hard work
during the year.
Assure asset integrity and process safety
To ensure the safe, reliable and efficient operation of our
facilities, and to protect the wellbeing of our workforce,
we take a proactive approach to asset integrity and
process safety management. Our Operations Management
System provides a framework for the management of asset
integrity and process safety with the aim of maintaining
a safe working environment with minimal risk to people,
the environment and our business.
In 2025, we continued with our planned maintenance and
integrity activities in support of asset integrity and process
safety. We ended the year with one Tier 2 LOPC incident, a
gas release, which did not ignite or cause any harm
to people.
Process safety events 2025 2024 2023
Tier 1 0 2 0
Tier 2 1 1 3
Total 1 3 3
As part of our continuous safety improvement plan, we run
process-safety focused campaigns to improve knowledge,
skills and practices.
In 2025, we continued to conduct extensive training in
business continuity planning, crisis management and
emergency response for our teams in Ghana and the UK,
and updated all departmental impact recovery plans.
Attract, retain and develop talent
Our people are critical to our business success. Attracting,
retaining and developing them helps to deliver our business
objectives and providing training and development
opportunities helps support their career progression.
We aim to foster an organisation in which all colleagues
are motivated to live our values and support our purpose,
while realising value for themselves in terms of meaningful
work, professional growth and competitive compensation
and benefits. We engage our employees through our
Tullow Advisory Panel (TAP), which comprises eight elected
colleagues from across the business and locations. The TAP
meets quarterly with members of the Senior Leadership
Team (SLT), and separately with the Non-Executive
Directors. In addition, we survey our employees every two
years to understand how our Employee Value Proposition
is delivering value. Due to internal reorganisation, no
employee engagement survey was conducted in 2025.
Tullow Oil plc Annual Report and Accounts 2025 – 13
Strategic report Corporate governance Financial statements Supplementary information
Sustainability review continued
Care for people continued
Attract, retain and develop talent continued
The internal reorganisation followed reduced activity arising
from the sale of non-core assets and Tullow becoming a
Ghana-focused business with PLC activities. These changes
resulted in a reduction of 28% permanent headcount.
Weensured that throughout this process people were
treated fairly and with respect, and that the changes were
well communicated. In all locations, local legislative
requirements were followed to ensure the legal notification
requirements were met. Where appropriate, suitable notice
periods were provided, and representative bodies were
consulted including a collective consultation in the UK.
Theprocess used objective and appropriate selection criteria
for redundancies and ensured no discrimination via the
selection process on the basis of gender, race, age or the
raising of past concerns. In Ghana and the UK where there
were redundancies, severance payments exceeded statutory
minimums and in both locations employees were provided
with access to support and counselling via employee
assistance and career transition programmes. Asrequired,
we also made available internal occupational health services.
During this reorganisation, we have redeployed staff to other
roles where possible in order to mitigate job losses.
We advance professional development through our
continuous performance management process, which
provides opportunities for growth and advancement
through training, coaching and mentoring. In addition
toan annual schedule of mandatory training on matters
such as health and safety, ethical conduct, information
security, and targeted technical skills training, we continue
to provide at least 20 hours of professional development
training per employee per year.
Advance inclusion and diversity
Inclusion and diversity are defining components of the
way we work as a culturally and geographically diverse
team. At Tullow, diversity includes gender and race as well
as several other attributes including physical ability, sexual
orientation, and religious and political beliefs.
As at 31 December 2025, Tullow employed 285 people.
Female representation across the Group was 25% (71, with
male representation at 75% (214). Information about the
Board and senior management gender profiles is set out
on page 55.
Diversity at Tullow 2025 2024 2023
All women 25% 27% 26%
Women in
senior management 16% 25% 21%
All Africans 65% 56% 55%
Africans in
senior management 21% 14% 8%
Local nationals
1
85% 85% 84%
1. Local nationals refer to nationals in their country of work.
We aim to drive equitable opportunities for all employees
in different parts of our business, with particular focus on
employment of African nationals (localisation) and the
advancement of women in our organisation.
Accelerating localisation in Ghana
Localisation is central to our purpose and our commitment
to foster sustainable economic growth and develop a
skilled local workforce in Ghana. Overall workforce
localisation in Ghana was 80% at year end 2025.
In 2025, we ended our participation in the Women in
Finance and Gender Pay Gap Reporting due to not
meeting the reporting threshold.
Respect human rights
We identify and manage our material human rights
impacts, risks and opportunities in accordance with
international human rights instruments and responsible
business conduct standards such as the United Nations
Guiding Principles.
We have prioritised the following human rights issues
andduring the year we have progressed work in each
areaas follows:
• Security and conflict/misuse of force: Developed
and communicated a new plan to manage security risks
linked to seismic surveys.
• Sea rights and livelihoods: We reviewed our
programmes and in 2025 we codified good practices,
implemented proactive risk management processes
anddeveloped stronger contractor management
beforeand during our activities.
• Land rights and livelihoods: Updated our Social
Management Standard using best practice guidance
and frameworks and additional guidance relating to
land acquisition and livelihood restoration.
• Labour rights—overtime and wages: Conducted due
diligence on and provided online labour rights training
to identified high-risk suppliers. We also conducted
training on labour rights during supplier onboarding.
• Potential negative impacts of carbon offsetting:
Integrated social and human rights considerations
intoour nature-based carbon offset initiative in Ghana,
including collaboration with the Ghana Forestry
Commission to ensure the project aligns with social
andhuman rights standards.
2021 2022 2023 2024 2025
100%
80%
60%
40%
20%
0%
71%
77%
78%
81%
80%
14 – Tullow Oil plc Annual Report and Accounts 2025
Strategic report Corporate governance Financial statements Supplementary information
In addition, to enable us to meet our statutory obligations
under the Modern Slavery Act, we continued to raise
awareness of human rights issues including providing
training for leaders and contract holders across the
Company, as well as other employees and more than
100 suppliers. More than 90 suppliers have undertaken
ahuman rights self-assessment, and we are working with
27suppliers to address issues identified, with a focus on
high-risk suppliers.
Manage impacts on host communities
We strive to build and maintain meaningful community
relationships based on trust and respect and to accelerate
progress through partnerships. This means maintaining a
proactive and responsive dialogue to build understanding
and collaborating to address actual and potential impacts.
A key element of understanding our local impacts is the
extensive continuous engagement we undertake in our
host communities.
Key activities during 2025 included:
• Engagement with the local fishing communities in Ghana
and the Ghana Navy and Fisheries Enforcement Unit on
the increase in frequency of exclusion zone incursions
recorded at the Jubilee and TEN fields, which potentially
disrupt our operations and create a safety risk. The
situation is currently under review and engagement
withstakeholders is ongoing.
• Engagement with key fishing communities in Ghana to
review the drilling campaigns during the year. We engaged
30 fishing communities representing nearly 3,000 fish
processors, and owners of fishing-related small businesses.
Since we launched our automated online tool for ease of
collecting grievances including community feedback, we
have ensured over 70% of grievances are resolved within
45 days and we are continuing to work towards closing
thegaps identified in the grievance mechanism review.
Together with our joint venture partners, we continue to
support the Fisherman’s Cooperative Credit Union (FACCU)
project, which aims to boost the fishing and associated
sectors and mitigate the impact of our offshore operations
on fishing livelihoods. At the end of 2025, the FACCU had
registered more than 3,000 members and since 2019 has
generated the significant economic benefits including
disbursing c.$1.9 million in small loans to more than
4,000beneficiaries.
During the year we contributed $200,000 to an ongoing
beach and sanitation project that promotes clean beaches
and enhances community livelihoods through commercial
initiatives involving the collection and processing of naturally
occurring sargassum seaweed and recycling plastic waste.
As the project becomes financially self-sustaining, our
financial contribution in the year ahead will reduce.
Contribute to socio-economic development
By contributing to socio-economic development, we support
our host countries and communities to become more
resilient. This aligns with our purpose of building a better
future through responsible oil and gas development and
supports our business success. Our ‘Accelerate Progress
through Partnership’ strategy is focused on:
• Creating jobs through supporting transferable skills
development and connecting youth to job opportunities.
• Strengthening local economies by supporting enterprise
development and local content.
• Building more resilient communities by increasing
household income and savings.
We align with national development and community
priorities on how we will support job creation and increase
employability and we apply the following principles when
selecting projects and partners:
• Deliverability of measurable social impact.
• Sustainable activities with financial and organisational
resilience incorporated from the outset.
• Provision of co-funding potential and the ability to scale.
Last year, in partnership with the Innohub Foundation, we
launched the Tullow Agriventures Programme. Established
to provide technical and business support alongside
funding to small- and medium-sized enterprises operating
in Ghana’s agricultural value chain, the programme has
continued to grow, and during 2025 over 1,000 jobs were
created and more than 420 businesses developed.
During the year we continued to support the development
of transferable skills through investment in accessible
education in Ghana and provision of tertiary scholarships.
Since 2020, we have invested $10 million, which has
provided dormitories and classroom blocks at 15 schools
in 11 districts, providing facilities for more than 5,000
students, making education in Ghana more accessible.
Progressing local content and supplier
capacity development
Local content is how we describe advancing local
businesses in our host countries. We nurture and engage
with local suppliers to enhance their capabilities so that
they are able to grow and expand their activities in the oil
and gas industry in their home country and beyond.
In 2025, we further expanded our collaboration with the
Petroleum Commission of Ghana (PC), providing our
industry expertise to advance local suppliers through
the Ghana Upstream Petroleum Business Academy and
the PC’s local content programme. During the year, we
delivered three training workshops through the PC/Tullow
Business Academy partnership initiative, which were
attended by more than 300 participants from the local
supplier community, as well as other joint programmes.
As part of our ongoing partnership with Accenture in
Ghana, the Tullow Supplier Mentoring and Training
Programme continues to enhance the capability of service
providers in Ghana’s oil and gas sector and improve the
knowledge ofPC staff. The programme consists of online
access toAccenture Supply Chain Academy’s i-cloud-
based learningplatform, as well as a tailored one-to-one
mentorshipand coaching programme with customised
business support. 76 local companies and eight
PCofficers graduated from these programmes in 2025.
Tullow Oil plc Annual Report and Accounts 2025 – 15
Strategic report Corporate governance Financial statements Supplementary information
Progressing our Net Zero by 2030 strategy
We support the goals of the 2015 Paris Agreement, namely,
to hold the increase in the global average temperature to
well below 2°C and pursue efforts to limit the temperature
increase to 1.5°C above pre-industrial levels.
We have committed to achieving Net Zero by 2030 on
ourScope 1 and 2 GHG emissions on a net equity basis
through a combination of decarbonising our operated
assets in Ghana and investing in high-quality, nature-based
solutions to offset our hard-to-abate emissions.
Further information about the impact of climate change
on our business and how we are managing it is set out
on pages 19 to 26.
Decarbonising our assets
During the year we have continued to progress our
NetZero by 2030 strategy.
Our nature-based programme with the Ghana Forestry
Commission, which we expect to offset 100% of our
residual hard-to-abate GHG emissions, is progressing well
(see the next page). To reduce flaring we are continuing to
upgrade our Jubilee and TEN facilities, including installing
new flare tips and implementing process improvements.
Becoming more energy efficient and using alternative
energy sources to power our offices and installations is
also a key focus.
While we did reduce flaring emissions by 22% during the
year (compared to 2024), we did not achieve our goal of
eliminating routine flaring by the end of 2025. This was
primarily due to ongoing facilities improvement works
aimed at eliminating gas handling constraints and
enhancing overall plant performance.
Our pathway to Net Zero
Scope 1 and 2 CO
2
e emissions, net equity basis
2020 emissions baseline
Nature-based carbon
offsets to mitigate
hard-to-abate emissions
Decarbonisation initiatives at
our Jubilee and TEN fields to
minimise routine flaring
Additional operational carbon
reduction initiatives
2020 2030
Care for people continued
Progressing local content and supplier
capacity development continued
To further promote transparent, trust-based relationships
with our suppliers and increase the involvement of
Ghanaian suppliers in our procurement activities and
operations, we hold quarterly Supplier Market Days on
specific topics related to supply challenges in our sector.
We also publish quarterly supplier newsletters to help our
suppliers understand how best to engage with us.
We continue to build our understanding of our supply chain
impacts through our innovative, proprietary local content
reporting tool (LCR Tool), which requests suppliers to self-
report their performance against several metrics including
spend on goods and services, employment, investment in
facilities and social investments. Data from the LCR Tool also
provides a rich database that local governments can use to
understand the broader benefits our business generates.
In 2025, 54 Tier 1 suppliers with contract values of $5 million
or greater provided information to our LCR Tool, with their
cumulative in-country spend in excess of $189 million.
Sustainability review continued
Achieve Net Zero
We are committed to mitigating the effects of global climate change through
implementation of our Net Zero by 2030 strategy.
16 – Tullow Oil plc Annual Report and Accounts 2025
Strategic report Corporate governance Financial statements Supplementary information
Greenhouse gas emissions
Our Scope 1 emissions are predominantly caused by flaring and fuel to power the FPSOs. In 2025, our Scope 1 operated
emissions decreased by 17% compared to the prior year, and our net equity emissions for Scope 1 and 2 decreased by
30% against a 2020 baseline.
Details of our GHG emissions can be found in our Sustainability Performance Data at www.tullowoil.com/sustainability.
Total GHG emissions: thousand tCO
2
e
1
Operated 2025 2024 2023 2022
Scope 1 1,675 2,096 2,342 2,258
Scope 2 0.89 1.03 0.87 0.81
Scope 3 5,359 8,419 9,356 6,680
Total 7,034 10,516 11,699 8,939
Net equity 2025 2024 2023 2022
Scope 1 814 989 1,075 1,206
Scope 2 0.89 1.03 0.74 1.63
Scope 3 5,359 8,419 9,356 6,680
Total 6,174 9,409 10,432 7,888
1. GHG data are from controlled operations and the calculation methodology can be found in the Basis of Reporting and GHG Methodology documents
available at www.tullowoil.com/sustainability. There was an increase in Scope 3 emissions in 2023 due to an expanded basis of reporting to include all
material emissions associated with our value chain including purchased goods and services, capital goods and the use of sold products. Full details
of our Scope 1, 2 and 3 GHG emissions can be found in our Sustainability Performance Data at www.tullowoil.com/sustainability.
Energy consumption in gigawatt hours (GWh)
In 2025 total energy consumption in GWh was 2,637
(2024:2,705). Energy consumed in the UK and offshore
arearepresented less than 1% of the 2025 total energy
consumption, and fuel gas and marine gas oil from Ghana
operations represented 98%. Further information can be
found in our Sustainability Data book available at
www.tullowoil.com/sustainability.
Driving energy efficiencies and
emission performance
During the year, in line with our Climate Policy, we have
continued to drive energy efficiency through incremental
improvements across our operations and further invested
in onsite renewable energy generation to replace grid
power to help drive down emissions.
The carbon intensity of our operated activities in 2025
was 35 kg of CO
2
e per boe compared to 34 kg of CO
2
e
perboe in 2024. This represents an increase of 3% and
was driven by lower hydrocarbon production. Our 2025
methane emissions represent 10% of our total Scope 1
and2 emissions and are expected to gradually reduce
aswe continue to minimise flaring.
Invest in nature-based solutions for carbon offsets
Together with the Ghana Forestry Commission (GFC),
weare supporting a nature-based programme in the Bono
and Bono East regions of Ghana to mitigate the effects
ofdeforestation and offset a minimum of 600,000, and
potentially up to one million, tonnes of carbon emissions
per year. Final investment decision was taken in 2024 to
invest $90 million over 10 years. See page 37 of our 2024
Annual Report for further detail.
In 2025, the focus has been on project set up and strategic
relationship management. During the year key programme
milestones included selection of Steering Committee
members and compartment tree planting.
Tullow Oil plc Annual Report and Accounts 2025 – 17
Strategic report Corporate governance Financial statements Supplementary information
Manage environmental systems
We operate comprehensive systems to assess and manage
environmental risk and reduce negative environmental impacts.
We subscribe to the precautionary principle established in
1992 in the Rio Declaration on Environment and Development
and promote sustainable development through our operations
.
We aim to comply with all applicable environmental laws
and regulations in all the countries in which we operate.
Our Ghana operations are certified to ISO 14001:2015
Environmental Management Systems Standard, ensuring
that the systems and processes which we apply to our
key operating assets are consistently maintained. In any
given year, our facilities undergo several internal and external
environmental audits. During 2025, these included audits
by the Ghana Environmental Protection Agency in our offices
in Accra and on our Jubilee and TEN FPSOs. In all cases, no
major non-conformances were identified, though minor
corrective actions were noted to improve overall procedures.
Reduce material use, waste and pollution
We operate a strict materials management system for sourcing
and supply of raw materials, working as far as possible to a
just-in-time protocol, which prevents accumulation of stocks
and potential waste. We collaborate across our supply
chain to match supply needs to our requirements in ways
that minimise logistics, packaging and volumes supplied.
We aspire to reduce all waste generated by our operations
with a goal of achieving zero waste to landfill at all our
sites. In 2025, total non-hazardous waste generated was
436 metric tonnes (2024: 423 metric tonnes) of which 55%
was recycled (2024: 43% was recycled). Similarly, total
hazardous waste generated was 403 and 345 metric
tonnes in 2025 and 2024 respectively with 81% treated in
both years. The increase in total hazardous waste
generated in 2025 compared to 2024 was driven largely by
a major FPSO maintenance shutdown undertaken
during the year.
We practice continuous monitoring and tracking of waste
volumes generated and provide monthly dashboards of waste
performance for review by senior leaders. We continue to
implement a rigorous programme of waste segregation,
aiming to reduce waste at source and recycle wherever
possible. In collaboration with waste management contractors
and other recycling initiatives, we have further developed
recycling and upcycling outlets for segregated plastic waste.
In Ghana, we comply with International Maritime Organization
International Convention for the Prevention of Pollution
from Ships (MARPOL) regulations with waste segregation
undertaken at source, both onshore and offshore.
Overall, our water impact is modest and water use
remains similar year to year, with minor changes due
to small differences in operations. More than 75% of our
water withdrawal is from seawater, with zero withdrawal
from surface water sources or areas of water stress.
Wastewater from all offshore installations is treated and
discharged to sea in accordance with Ghana EPA and other
legal requirements where applicable. An important aspect
of our environmental management plan is to ensure that
wastewater treatment facilities are in service so that discharges
meet relevant regulatory discharge limits for effluents.
Oil pollution is the key risk from our offshore operations
and we maintain robust contingency plans to address
potential oil spill containment and recovery. All our
operational crews are trained in spill management and
use of response equipment in the event of an oil spill.
We maintain a keen focus on minimising pollution through
prudent use of chemicals and minimal use of hazardous
chemicals. We have established a Radiation Protection
Programme that covers the management of radiation
sources and naturally occurring radioactive materials in our
operations, and we regularly train our employees and audit
our performance on this topic. Annual ambient air quality
monitoring is undertaken to measure concentrations of
gaseous pollutants in the ambient air on board our FPSOs
and at our Takoradi Logistics Base. All gaseous pollutants
are within regulatory limits.
We conduct annual environmental noise surveys to
assessnoise conditions within our operations, and to
ascertain if noise levels emanating from operations
have any detrimental impact to the local environment
or have potential to cause nuisance at our noise-sensitive
locations. In 2025, our noise levels continued to be within
the Ghana EPA ambient noise limits requirements.
Protect biodiversity and ocean health
We aim to protect biodiversity wherever we operate
and strive to minimise negative impacts of our
operations at the planning, exploration, development
and decommissioning phases. As well as minimising
land impacts, we place a strong focus on ocean health.
Following the nature baseline assessment completed
in2024, we published a Taskforce on Nature-related
Financial Disclosures (TNFD) Report in 2025. In it, we
outline our nature roadmap and associated No Net Loss
commitment to ensure that any losses occurring in our
operations are minimised,
restored and balanced by gains
onsite or ecological equivalence
offsite. A copy of our TNFD
Report, which also includes information about how we
support biodiversity through ongoing monitoring of water
quality, seabed conditions and marine life, is available at
www.tullowoil.com/sustainability/reporting-centre.
Responsible decommissioning
As we exit assets in our host countries, our objective is to
leave oil field sites with no negative impacts on biodiversity
or the environment in general. We work with in-house and
external specialists to decommission our assets, ensuring
compliance with applicable laws and regulations covering
decommissioning and that all oil field infrastructure is left
hydrocarbon-free. We remove and responsibly dispose of
above and below surface infrastructure in accordance with
‘As Low As Reasonably Practicable’ principles.
Respect the environment
We are committed to minimising our environmental impacts and protecting biodiversity.
Sustainability review continued
18 – Tullow Oil plc Annual Report and Accounts 2025
Strategic report Corporate governance Financial statements Supplementary information
Governance
Board oversight of climate risks and opportunities
Annually the Board oversees the identification, assessment and response to principal risks, one of which is climate
change effects. Throughout the year it alsomonitors the effectiveness of our risk management process. Our CEO,
aBoard member, is ultimately responsible for ensuring climate risks and opportunities are identified, assessed
andeffectively managed. The climate governance framework that we operated during 2025 is set out below.
Climate governance framework
Board
• Ensures climate is taken into account when developing the Group’s strategy.
• Receives reports from the Safety and Sustainability, Audit and Remuneration Committees at each Board meeting (see page 50).
Audit Committee
• Oversees climate-related
financial disclosures.
• Ensures effectiveness of risk management
processes and controls.
Safety and
Sustainability Committee
• Assesses potential climate risks and
opportunities.
• Oversees the Group’s Net Zero strategy.
Remuneration Committee
• Sets the Group scorecard including targets
todeliver the Group’s Net Zero strategy.
See pages 56 to 59. See page 60. See pages 61 to 80.
Senior Leadership Team
• Implements the Group strategy, including the identification, assessment, management and disclosure of climate impacts, risks and opportunities.
• Oversight and monitoring of climate risks and opportunities and their incorporation into the Group’s risk registers delegated to specific SLT
members as detailed below.
CFO
• Ensures
implementation
consistent with
the TCFD
recommendations
including disclosure of
the impact of climate
risks in the financial
statements.
• Oversees resilience
testing (see pages
35 and 36).
Director of
Business
Services
• Oversees delivery
of sustainability
approach.
• Ensures effective
implementation
of actions to mitigate
climate risks.
• Leads discussions with
investors and other
stakeholders in relation
to Net Zero strategy
and management of
climate risks.
Director of Strategy,
Commercial
and Business
Development
• Ensures climate risks and
opportunities are
embedded in the
Group’s strategy.
• Assess GHG emissions
arising from new
investments and
incorporates shadow
carbon pricing in economic
business case analysis.
Ghana Managing
Director
• Oversees delivery of GHG
emissions reduction
projects in Ghana.
• Embeds climate reporting
into monthly operational
reporting.
General Counsel
• Ensures climate risks
are integrated into
principal risks.
• Oversees Group risk
registers to ensure
business units
incorporate
material climate risks.
• Ensures effective
controls are in
placeto manage
climate risks.
Head of EHS and Sustainability
• Supports SLT in assessing and managing climate risks. During 2025, responsibility was reallocated to the Ghanaian team.
Task Force on Climate-related Financial Disclosures (TCFD)
Sustainability is a core part of our strategy and we are committed to mitigating the effects of
global climate change. The disclosures below provide investors and other stakeholders with
information about climate-related impacts, risks and opportunities and the steps we are
taking to manage them.
In accordance with Listing Rule 6.6.6(8), our disclosures in relation to the TCFD recommendations are set out in this
section. We confirm that these disclosures are consistent withthe TCFD recommendations.
Tullow Oil plc Annual Report and Accounts 2025 – 19
Strategic report Corporate governance Financial statements Supplementary information
Governance continued
Board oversight of climate risks and
opportunities continued
Our Board members bring a diversity of skills and experience
to guide the business in climate matters (seepage 46). They
are responsible for ensuring theyremain sufficiently
informed of the climate-related issues and risks that could
impact our business and the broader energy sector, and
regularly seek relevant external perspectives.
During the year the Board received regular updates on
climate risks and opportunities from the Audit Committee
and the Safety and Sustainability Committee. As part of its
Board-delegated responsibility for overseeing thedelivery
of our Net Zero strategy, during 2025 the Safety and
Sustainability Committee considered reports provided by
the Director of Business Services and the Ghana Managing
Director about our Net Zero strategy and progress to date.
The Audit Committee also received an update on our
approach to managing climate effects, one of our principal
risks (see page 31), as part of its annual assessment of the
Group’s risk management process.
The Board has embedded climate-related metrics in our
KPIs and remuneration arrangements (see page 66). On an
annual basis it reviews our Climate Policy, which sets out
how we identify climate risks and opportunities and how
these are integrated into the business as we respond to the
energy transition. A copy of our Climate Policy is available
at www.tullowoil.com/sustainability.
Following a review of the Board’s Committee structure (see
page 45), the Board assumed the responsibilities of the
Safety and Sustainability Committee, which was then
dissolved.
Management’s role in assessing and managing
climate risks, impacts and opportunities
The SLT is responsible for implementing our strategy,
including the identification, assessment, management
anddisclosure of climate risks.
Members of the SLT are responsible and accountable for
overseeing and monitoring climate-related matters that
fallunder their remit (see governance framework on the
previous page), and for embedding risks, opportunities
and scenario assumptions into our risk management
process. Each member of the SLT reports to our CEO and
the SLT provides updates to the Safety and Sustainability
Committee at least three times a year.
The Group Sustainability, Environmental and Health and
Safety and Asset Integrity teams support management
in assessing and managing climate risks and impacts.
Theyprovide monthly updates on the implementation
ofour Net Zero strategy as part of regular performance
reviews, along with any relevant updates on further
opportunities to reduce operational emissions and
external climate change impacts that could affect our
business. Over the course of 2025, this responsibility
wasreallocated to the Ghanaian team.
Strategy
Climate risks and opportunities identified over
the short, medium and long term
Our purpose is to build a better future through responsible
oil and gas development, and our corporate strategy,
underpinned by our sustainability approach (see pages 11
and 18), supports its fulfilment.
Our Net Zero by 2030 strategy is focused on managing
and reducing our GHG emissions, supporting host country
governments’ climate strategies and managing the wider
transition risks detailed below. More detail about our Net
Zero strategy is included on pages 16 and 17.
In June 2025, the UK Government opened a consultation
on a draft UK Sustainability Reporting Standards (SRS),
which are based on the International Sustainability
Standards Board’s (ISSB) IFRS S1 and S2 standards.
Theconsultation closed in September 2025 and in
February 2026 the Financial Conduct Authority (FCA)
issued its consultation on changes to the Listing Rules
toreflect the SRS. Subject to the final SRS, the FCA is
aiming to finalise any changes and publish its policy
statement in autumn 2026.
Task Force on Climate-related Financial Disclosures (TCFD) continued
20 – Tullow Oil plc Annual Report and Accounts 2025
Strategic report Corporate governance Financial statements Supplementary information
Transition risks and opportunities
Our climate risks and opportunities are detailed below and the process we implement to identify them is described
onpage 26.
Category Description
Timeframe* &
Likelihood** Potential impact Mitigations
Current and
emerging
regulation
• Limitations on our ability
to implement our
strategy as a result of
new climate regulation,
including international
measures to limit use
of fossil fuels or curtail
GHG emissions.
Timeframe:
Short–Medium
Likelihood:
Possible
• Decreased profitability due
to implementation of carbon
pricing mechanisms.
• Regulatory constraints
limiting hydrocarbon
commerce.
• Increased costs from
complying with new
regulations such as carbon
pricing or enforced
stranding of assets.
• Opportunity to decarbonise
business faster with a
stronger business case
supported by carbon
price signal.
• Use shadow carbon price of
$25/tCO
2
e emissions for all new
investment decisions where
acompliance carbon pricing
mechanism is not available.
• Continue to implement our Net Zero
by 2030 strategy.
• Engage with host countries’ relevant
bodies to understand and align with
their long-term strategies.
• Track developments on carbon
and GHG pricing mechanisms and
understand offset opportunities in
host countries.
• Undertake accurate, independently
assured emissions accounting.
• Engage with industry associations
to keep track of developments.
• Ensure compliance with disclosure
regulations and standards.
Financial • Perception of increased
risks relating to the oil
and gas sector, or our
strategy.
Timeframe:
Short–Medium
Likelihood:
Possible
• Increased cost of capital
or insurance.
• Reduced, or more
conditional, access to
capital or insurance.
• Shareholder activism.
• Longer-term opportunity
to diversify capital sources
following successful
decarbonisation strategy.
• Target more diversified sources
of financing.
• Reduce financing costs and need
for capital by reducing total debt.
• Continue to implement our Net Zero
by 2030 strategy.
• Provide financial institutions with
regular progress updates in relation
to our decarbonisation plan.
• Reduce cost base to be competitive
in lower oil price environment.
• Continue to explore measures to
reduce the carbon intensity of our
portfolio to support diversification
of financing.
Technology • Competitors
decarbonise their
businesses and transition
to renewable energy
sources or reduce
emissions quicker
through effective use
oftechnology.
• Acceleration of transport
electrification,
displacement of fossil
fuels in power
generation, enhanced
energy efficiency and
behaviour change may
speed up the decline of
hydrocarbon demand.
Timeframe:
Medium–Long
Likelihood:
Likely
• Accelerated oil demand
peak and a subsequent
reduction in demand
threatens our
business strategy.
• Unable to compete
with peers who
decarbonise quicker.
• Benchmark against peer
group carbon intensity.
• Monitor technology advances
aimed at improving energy
efficiency and lowering GHG
emissions and carbon intensity
of our portfolio.
• Continue to utilise scenario analysis
and monitor global energy outlook
to inform business strategy.
** Likelihood of incident occurring
Remote: <1%
Unlikely: <5%
Possible: 5–25%
Likely: 25–75%
Extreme: >75%
* Timeframe
Short: 0–5 years
Medium: 5–10 years
Long: 10+ years
Tullow Oil plc Annual Report and Accounts 2025 – 21
Strategic report Corporate governance Financial statements Supplementary information
Category Description
Timeframe* &
Likelihood** Potential impact Mitigations
Reputation • Reputational damage
due to the failure to
mitigate the carbon
intensity of our business
or implement a credible
emissions reduction
strategy.
Timeframe:
Short–Medium
Likelihood:
Possible
• Negative impact on
share price.
• Shareholder activism.
• Challenges in attracting
and retaining talent.
• Reduced, or more
conditional, access
to capital.
• Reduced or more
conditional access to
new licences.
• Loss of revenue.
• Communicate regularly with all
stakeholders and provide financial
impact information.
• Continue to implement our
Net Zero by 2030 strategy.
• Supporting a nature-based
programme in Ghana to mitigate
deforestation and offset carbon
emissions. See page 17.
• Engage with host governments
to ensure understanding and
alignment with our Net Zero
2030 strategy.
• Ensure climate risks and
opportunities are factored into
all new investment decisions.
Legal • Litigation, including class
actions from communities
and other stakeholders,
relating to climate-related
matters including
misrepresentation
ofcarbon neutral
products, failure to meet
Net Zero goals and the
impact of operations on
the climate.
Timeframe:
Short–Long
Likelihood:
Possible
• Increased legal costs.
• Reputational damage.
• Potential restriction of
producing assets and/or
exploration activity.
• Criminal prosecution,
severe fines or penalties.
• Requirement to set
more ambitious
decarbonisation targets.
• Disclose climate risks to investors
and other stakeholders.
• Undertake accurate, independently
assured carbon accounting.
• Communicate our Net Zero 2030
strategy and the role of carbon
offsets to meet our Net Zero target.
• Continue to implement our Net Zero
by 2030 strategy.
• Engage with host governments
and wide network of stakeholders
to ensure understanding and
alignment with our Net Zero
2030 strategy.
• Provide employees with regular
sustainability updates which
continue to emphasise the critical
importance of delivering our
Net Zero by 2030 strategy.
Market • Ongoing oil market
uncertainty, particularly
given the likely structural
shift in oil use in the
decades after 2030.
Timeframe:
Medium–Long
Likelihood:
Likely
• Changes in product supply
and demand.
• The repricing of carbon-
intensive assets and more
rapid asset impairment.
• Potential stranded assets
due to impairment arising
from lower oil price.
• Reduced cash flow from
lower oil price.
• Increased costs due
to pricing effects on
supply chain.
• Stress test our portfolio to ensure
its core assets are resilient at lower
oil price levels.
• Reduce cost base to be competitive
in lower oil price environment.
• Continue to implement our Net Zero
by 2030 strategy.
• Engage with host governments
to ensure understanding and
alignment with our Net Zero
by 2030 strategy.
• Maintain watching brief on market
conditions to assess potential
pricing effects across the business.
Task Force on Climate-related Financial Disclosures (TCFD) continued
Strategy continued
Transition risks and opportunities continued
22 – Tullow Oil plc Annual Report and Accounts 2025
Strategic report Corporate governance Financial statements Supplementary information
Physical climate risks
We assess acute physical climate impacts on our existing assets and incorporate meteorological and climate conditions
into operational design and project considerations.
We continue to evolve our understanding of physical climate risks across our operations.
Category Description
Timeframe* &
Likelihood** Potential impact Mitigations
Acute • Physical risks include
heatwaves, drought,
flash flooding, coastal
flooding and increased
storm frequency
1
.
Timeframe:
Short–Long
Likelihood:
Likely
• Rising temperatures and
frequent heatwaves have
the potential to increase
costs and impact worker
health and safety.
• Threat to infrastructure from
more extreme weather
events and flooding lead to
increased insurance costs.
• Conflict in water-stressed
or climate-impacted regions
impacts operations, social
licence to operate, political
stability and potential loss
of production.
• Business continuity risk due
to increased storms at ports
making access to offshore
vessels more challenging.
• Inability to access onshore
equipment, offices and
consumables that support
our offshore operations
impacts production and
results in increased
underwriting costs. We
experienced a flooding
incident in Takoradi in 2022
and a few flooding incidents
in our Accra offices that led
to disruptions to employees
and the business from an
inability to access the
offices and warehouses.
• Implement Group Safe and
Sustainable Operations Policy
andsupporting operational safety
standards including requirements
to manage physical climate risks.
• Established proven, tested and
effective business continuity
and crisis management plans
and preparedness.
• Insure core assets.
• Review vulnerability of core
operated and non-operated
production assets to acute and
chronic physical risk and take
action, as far as possible, to
manage and mitigate such risks.
• Identify and assess impact of
physical risks on finances,
operations risk and wider business.
• Updated risk management
processes in place to ensure robust
route planning during the main
wet season.
• Provide additional training on land
transport safety and dynamic
risk assessment.
• Undertake periodic asset surveys
covering metocean conditions and
fatigue analysis of offshore assets.
Chronic • Rising sea levels, changing
metocean conditions
(e.g. increased wave
height), warming ocean
temperatures and
increased ground
surface temperatures.
Timeframe:
Long
Likelihood:
Likely
• Increased sea temperatures
impact water use in
operations and sustained
heat may impact worker
health and safety.
• Conflict in water-stressed
or climate-impacted regions
affects operations, social
licence to operate, political
stability and production.
• Implement Group Safe and
Sustainable Operations Policy
and supporting operational safety
standards including requirements
to manage physical climate risks.
• Review vulnerability of core
operated and non-operated
production assets to acute and
chronic physical risk and take
action, as far as possible, to
manage and mitigate such risks.
• Identify and assess impact
of physical risks on finances,
operations and wider business.
1. Based on research we commissioned Verisk Maplecroft to undertake on the following production assets: Ghana (offshore production, onshore
logistics and office sites), and Kenya (onshore field development area and office site, Lamu Port). As part of the research, considered future climate
scenarios to 2050 based on the Representative Concentration Pathways developed by the Intergovernmental Panel on Climate Change (IPCC).
Tullow Oil plc Annual Report and Accounts 2025 – 23
Strategic report Corporate governance Financial statements Supplementary information
Strategy continued
Physical climate risks continued
Impact of climate risks on our business, strategy and financial planning
We assess the impact of climate risks and opportunities on our business by analysing a range of metrics including the
impact on profitability, access to new markets and cost and access to capital.
We also analyse the impact of oil prices as oil price fluctuation has the most impact on our business. This approach
aligns with the metrics we use to measure our performance and the information we provide to our investors.
Using the International Energy Agency (IEA) energy scenarios below, we assess the impact on operational cash flow
(OCF) generated from our existing production portfolio over one, five and ten years, which is consistent with our
viability assessment (see pages 35 and 36).
IEA scenarios used to test impact on OCF
Scenario Key assumptions
Net Zero by 2050 (NZE) • Oil demand drops to 58 mb/d by 2035.
• No new oil and gas fields approved for development, with producers focusing on output from
existing assets.
Current policies (CPS) • Oil demand rises by more than 5 mb/d to reach 105 mb/d in 2035.
• New developments in regions where production costs are relatively high driven by increased oil
prices as a result of higher demand.
Stated policies (STEPS) • Global oil demand peaks in 2030.
• New oil and gas projects needed with shorter lead times and payback periods.
The impact to OCF per annum is calculated as a percentage for each period and reported against three broad bands
of income (see below). We do not consider future developments or exploration opportunities as it is difficult to be
specific about the impact of the scenarios due to the high degree of uncertainty associated with future growth.
OCF impact 1 year 5 years 10 years
NZE 1% -8% -21%
CPS 1% 25% 33%
STEPS 1% 20% 24%
We develop our own oil price assumptions for business planning purposes that are informed by a range of external
forecasts and our in-house expertise. The oil price assumptions we apply are more conservative than the STEPS and CPS
scenarios, but higher than the NZE scenario. Given the STEPS scenario is a conservative benchmark for future oil prices,
reflectingglobal policies as at the end of 2025, we consider our current planning assumptions to be a fair consideration
of oil market conditions over the medium term. Based on the oil price trajectories in the NZE scenario, theIEA predicts
a more challenging oil price environment should the assumptions in this scenario materialise.
To complement our assessment of oil price impacts on OCF, we incorporate the IEA NZE emerging markets shadow
carbon price scenarios into decisions about new investments and our annual business planning cycle.
As calls for compliance-based carbon pricing mechanisms increase, we continue to monitor carbon pricing mechanisms,
including emissions trading schemes, carbon taxes and carbon border adjusted mechanisms to understand the potential
impact on our business.
We also continue to consider the impacts of an increased cost of capital on our business, by running scenarios on the
weighted average cost of capital. This reflects our ongoing assessment of how we can access diversified forms of capital,
that might be more expensive, to support delivery of our strategy.
We continue to evolve our understanding of the impact of physical climate risks to our assets. We monitor changes in
metocean conditions through periodic asset surveys to understand potential impacts of changing conditions on our
offshore assets. Findings from these surveys inform our asset planning and management.
The climate risks and opportunities that could have a potential impact on our business are detailed in the tables on
pages21 to 23. The potential financial impacts are set out on the next page. Further information is included in note 26
tothe financial statements.
Task Force on Climate-related Financial Disclosures (TCFD) continued
24 – Tullow Oil plc Annual Report and Accounts 2025
Strategic report Corporate governance Financial statements Supplementary information
Risk Timeframe Financial impact Methodology
Substantive
transition risks
Market – the NZE scenario
would trigger reductions in
cash flows resulting in an
additional impairment to
property, plant and equipment.
Medium
(5 years+)
Impairment charge of $41.4
million (remaining carrying
value of TEN cash-generating
unit at $nil).
Impairment of physical assets
under the NZE scenario is
determined by calculating the
impact of reduced oil price on
revenues generated by operated
production assets in Ghana.
Market – the NZE scenario
could expedite the energy
transition resulting in
decommissioning taking
place earlier than anticipated.
Long
(10 years+)
No impact to cessation of
production assumptions for
the Ghana assets. The risk on
the timing of decommissioning
activities is limited, supported
by plans to fully produce fields
in the foreseeable future.
Decommissioning timelines could
be brought forward under the NZE
scenario as a result of decreased
cash flows from reduced oil price.
Quantification of this impact is via
an assessment of the economic
cut-off point for each asset when
using the lower NZE scenario
projected oil prices.
Substantive
physical risk
Onshore facilities which
support Ghana production
operations may be impacted
by acute physical risks
including an increased risk
of flooding or fire associated
with more intense
weather events.
Acute climate
physical risks
In a worst-case flood/fire
event the business could
experience an increase in
insurance premium or lost
production primarily arising
from supply chain risks
(increased length of time to
fabricate spares/critical
equipment).
Insurable loss of $310 million:
items are split between
c.9 onshore warehouse or
storage facilities, hence the
accumulation per site is
much smaller (largest site
c.$68 million).
The value of consumables in our
onshore Ghana supply hubs may
be affected by an increasing
frequency of flood events or other
natural catastrophes e.g. fire.
Storage locations and values
are regularly checked to ensure
appropriate insurance cover
is in place.
The impact to our business would
be realised via an increase in
insurance premium and/or lost
production with a corresponding
impact to OCF, primarily as a result
of length of time to source and
replace critical spares and
equipment. While these risks are
considered to be unlikely, we
continually review our inventory of
critical spares and equipment
required to maintain production.
Resilience of our strategy, taking into consideration different climate scenarios, including a 2°C
orlowerscenario
Based on our assessment of the likely impact of climate risks and opportunities on our business, together with the actions
we are taking to mitigate risk, our strategy is resilient and positions us well to fulfil our purpose.
Our climate risks are likely to materialise over the medium to long term. Based on our analysis, transition risks from oil
demand and price decline, carbon price exposure and access to and cost of capital are likely to be the most material.
Ourstrategy takes these factors into account and focuses on infrastructure-led opportunities with short payback periods
that align with host government policies.
To ensure our business remains resilient in a low oil price environment, we are focused on operational and financial
efficiency as a core priority. Whilst we recognise that the oil price assumptions in the IEA NZE and CPS scenarios would
have a negative impact on our OCF, the medium- to long-term assumptions for the STEPS scenario would have a positive
impact on our OCF.
Climate-related financial impacts
Tullow Oil plc Annual Report and Accounts 2025 – 25
Strategic report Corporate governance Financial statements Supplementary information
Strategy continued
Climate risk management
Describe the processes for identifying
andassessing climate risks
Climate risks are reviewed on an ongoing basis by different
teams across the business (e.g. insurance, corporate finance,
asset integrity) when seeking to access future capital and
insurance, and when planning future asset design.
As part of our process for identifying and assessing
climate risks, we consider information provided by industry
bodies and leading international financial institutions
including the IEA, the Intergovernmental Panel on Climate
Change, the International Petroleum Industry
Environmental Conservation Association and the World
Bank. We also consider the ongoing work of the Financial
Stability Board,Network for Greening the Financial System
and keyassessment and understanding of risk in core
regions of operation and for various aspects of
our business.
Describe the processes for managing climate risks
Describe how processes for identifying, assessing,
and managing climate risks are integrated into
overall risk management
‘Climate change impacts’ is one of our principal risks
(see page 31), the management of which forms part of
our overall enterprise risk management (ERM) process
that is described on pages 27 to 29. All climate risks
identified on pages 21 to 23 are incorporated into our ERM
process, with ongoing risk management led by functional
teams. Our Power BI dashboard, which enables real-time
risk monitoring and analysis, links climate-specific risks to
functional risks, such as access to capital and oil demand,
and provides a Group-wide view of the interconnectedness
of risks and the mitigating actions.
Climate metrics and targets
Metrics used to assess climate risks
and opportunities in line with strategy and risk
management process
The metrics we use to assess and monitor our climate risks
and opportunities are outlined below.
Category Description
Transition risks Emissions
• Net equity Scope 1 and 2 GHG emissions.
• Operated Scope 1 and 2 GHG emissions.
• Operated Scope 1 and 2 methane emissions.
• Net equity carbon intensity.
• Operational carbon intensity.
• Scope 3 emissions.
Decarbonisation spend
• Capex on decarbonisation projects.
• Carbon offset spend.
Carbon pricing
• Proportion of GHG emissions subject
to carbon pricing mechanisms.
• Internal carbon price used for new
investments/acquisitions.
Physical risks • Production assets in areas of water stress.
• Maximum anticipated single-site insurable
loss to onshore facilities due to physical
risk (flood, fire).
Metrics to track routine flaring minimisation and the Ghana
carbon offset project are determined by the Board
annually and are embedded in the sustainability metric
inour corporate scorecard (see page 66). In 2025,
theclimate-related metric contributed 3.2% of the total
scorecard. Performance against all scorecard metrics is
tracked throughout the year, and the Board receives
regular progress updates.
Scope 1, Scope 2 and, if appropriate, Scope 3
greenhouse gas (GHG) emissions, and related risks
We currently disclose our operated and net equity Scope 1
and 2 emissions, and eight of the fifteen Scope 3
emissions categories set out in the Greenhouse Gas
Protocol Corporate Standard (see page 17).
Targets used to manage climate risks and
opportunities and performance against targets
We are committed to achieving Net Zero by 2030 on our
Scope 1 and 2 net equity emissions.
Task Force on Climate-related Financial Disclosures (TCFD) continued
26 – Tullow Oil plc Annual Report and Accounts 2025
Strategic report Corporate governance Financial statements Supplementary information
Risk management and principal risks
Effectively managing our risks and opportunities is critical in ensuring we achieve
our strategic objectives and protect shareholder value.
Risk oversight and governance
A risk-focused culture and consistent risk management framework are embedded across Tullow at all levels and are
driven by the Board. The Board is responsible for ensuring we maintain an effective risk management and internal control
system and it works closely with the SLT to ensure this is in place. The Board oversees the identification, assessment and
mitigation of the risks that could affect our business, including those risks that could threaten our strategy, operating
model, performance, solvency and liquidity.
The Audit Committee oversees risk management and internal control processes across the Group to ensure that they are
effective. The Audit Committee is also responsible for overseeing our internal audit programme and, with the support of the
SLT, undertakes an annual review of internal control effectiveness, which it reports to the Board. The latest internal control
effectiveness review was undertaken and reported to the Board in November 2025. The effectiveness of internal controls was
again considered by the Board in April 2026 as part of the Annual Report approval process. See pages 58 and 59.
The SLT is collectively responsible and accountable for the risk management processes that operate across Tullow, with
individual members taking ownership for risks that fall in their business area.
Risk management framework
Our risk management framework (see below) takes a ‘top-down, bottom-up’ approach and is embedded throughout
Tullow. This structure ensures ownership and responsibility for identification, assessment and management of key risks
and opportunities at all levels of the Company. Development of the framework and further strengthening of our
processes and controls is an ongoing process.
For the year ending 31 December 2026, Provision 29 of the 2024 UK Corporate Governance Code will require
the Board to:
• Carry out, at least annually, a review of the effectiveness of all material controls, including financial, operational,
reporting and compliance controls.
• Describe in the company’s annual report how the board monitored and reviewed such frameworks.
Top down / Bottom up
Risk management framework
Board
• Sets risk appetite.
• Oversees identification, assessment of and response to principal risks.
• Monitors effectiveness of risk management process.
Audit Committee
• Oversight of risk management and internal control processes.
• Oversees independent, objective and competent internal audit function.
• Oversight of compliance with legal, ethical and regulatory expectations.
Senior Leadership Team
• Sets tone for an effective risk management culture.
• Identifies and assesses principal risks.
• Determines principal risk mitigation actions and monitors their effectiveness.
• Oversees and supports business leadership’s risk identification processes and challenges their risk assessments.
Business management
• Identifies risks.
• Implements controls to
manage and mitigate risks.
Business leadership
• Sets framework and embeds
effective risk management
practices.
• Challenges business
management on risks identified
and their management.
• Monitors compliance with
fundamental standards.
• Undertakes regular reviews.
Internal audit
• Undertakes risk-based internal audit
reviews of governance and internal
controls across all levels of the Group.
• Identifies areas of exposure
and monitors implementation
of actions to address.
First line of defence
(ownership and management)
Second line of defence
(risk management oversight)
Third line of defence
(independent assurance)
Tullow Oil plc Annual Report and Accounts 2025 – 27
Strategic report Corporate governance Financial statements Supplementary information
Risk management framework continued
• Disclose a description of how the board has monitored and reviewed the framework’s effectiveness, a declaration
ofeffectiveness of material controls as at the balance sheet date, and a report on outcomes and activities.
In 2024 the Board initiated a project, building on the existing risk and control frameworks, to identify material risks and
associated controls, and develop the assurance and reporting to allow the Board to meet the requirements of Provision
29. The project is on track.
Risk appetite
The Board sets Tullow’s risk appetite. In doing so it recognises that risk cannot be fully eliminated and that certain
risks must be accepted if we are to deliver our strategy. On an annual basis the Board reviews our risk appetite to
ensure that it reflects the current external and market conditions. The last review was undertaken in November 2025.
The level of risk we are prepared to tolerate in relation to each of our risk categories and principal risks is detailed
in the table below. Our principal risks are included on pages 30 to 34.
Risk category, strategy and risk Risk appetite
Strategy
Endeavour to be nimble, opportunistic and adaptable to
changing market conditions.
Principal risks:
 1
Accept investing in developing economies without
established oil and gas industry; but Refrain from
investingin high-risk areas as determined by the Board.
Accept current asset concentration and balance between
short- and long-term investments; but Refrain from excessive
further concentration in significant E&A or development assets.
Financial
Adopt a prudent approach to financial planning including
diversifying our funding sources and their maturities, applying
disciplined capital allocation, and maintaining debt levels at
a manageable level.
Principal risks:
 3
 6
Accept temporary erosion of financial strength due to
adverse market conditions provided a recovery plan in place.
Prevent significant impact of oil price volatility on revenue.
Prevent significant unexpected costs, write-offs or loss of
significant revenue sources.
Organisation
Promote a flexible, performance-driven and risk-conscious
culture aimed at delivering optimal business performance.
Maintain a sustainable and diverse workforce with strong
leadership and robust succession planning.
Principal risks:
 7
Prevent misalignment of organisation to strategy and
actively manage current diversity levels and speak-up culture.
Health and safety and security
Operate in a manner that reduces risk to as low a level as is
reasonably practicable.
Principal risks:
 2
 3
Prevent major environmental, health and safety issues
andsecurity incidents.
Stakeholders
Nurture relationships with host governments and all stakeholders
based on integrity, mutual trust and transparency with a goal
of sharing prosperity.
Principal risks:
 3
 4
Accept changes in shareholder base but
Prevent deterioration in relationships as a result
of miscommunication, error or market abuse.
Prevent escalation of stakeholder disputes but Accept
theneed to protect the Company’s rights and interests in
relation to fundamental issues e.g. sanctity of contracts
and issues jeopardising commerciality of assets.
Cyber
Plan, design and operate information security systems to
eliminate risk where practical and otherwise to as low a level
as reasonably practicable.
Principal risks:
9
Prevent serious impacts from probable cyber attacks.
Conduct
Maintain high-ethical culture and business conduct standards,
implement systems to both prevent and to respond to any
serious incidents.
Principal risks:
8
Prevent serious breaches of code of ethical conduct,
majorlaws or regulations.
Risk management and principal risks continued
28 – Tullow Oil plc Annual Report and Accounts 2025
Strategic report Corporate governance Financial statements Supplementary information
Risk identification and assessment
Management within each business function is responsible
for identifying the key risks in their area and for establishing
appropriate and effective management processes to
control and mitigate the impact of such risks. All identified
business function key risks are consolidated into risk
registers, which business function management review
and assess on at least a quarterly basis taking into account
likelihood of occurrence and potential impact in relation
tothe Company’s risk categories (see previous page).
The leaders of each business function review and re-
assess the risk registers covering their areas to evaluate
the strength of existing controls and determine whether
mitigation actions need to be revised to ensure that risk
levels continue to align with the Company’s risk appetite
as set by the Board.
Using the risk registers, the SLT identifies the principal
risks, which can be either a single risk or a set
of aggregated risks, which, taken together, could have
a significant impact on our strategy, performance or
solvency. Members of the SLT are assigned ownership
of and are accountable for stewardship of each of the
principal risks. The SLT reviews and discusses the principal
risks bi-annually to determine whether mitigations are
being effectively executed within the agreed timeframe
and whether changes should be made to the principal
risks, including whether any risks should be elevated into
the principal risk category.
The principal risks, together with the controls and actions to
mitigate their impact, are discussed by the Board bi-annually
to provide ‘top-down’ challenge and support. The result
ofthis review is communicated back to the SLT and the
business function leaders to facilitate risk awareness and
effective decision making throughout the organisation.
Our principal risks
Our current principal risks, which are set out on pages 30
to 34, are based on the Board’s assessment as at
31December 2025. They also reflect any material changes
and developments, and associated mitigating actions,
including changes in the severity or likelihood of existing
risks and the nature of emerging risks, that have occurred
between the year end and the date of this Annual Report.
Following the sale of the Kenya and Gabon assets the
‘Value not unlocked’ risk was downgraded from being a
principal risk.
Our assessment of the likelihood of our principal risks
occurring and the potential impact, before taking into
account the risk management processes and mitigation
actions we implement, is summarised below.
Remote Likelihood Likely
Low Impact Very high
Principal risks
5
3
9
1 2
7
4
6
8
Emerging risks
Emerging risks are discussed by the Board and the SLT periodically throughout the year and are formally considered
bythe Board every six months as part of the bi-annual principal risks review process.
The Board defines an emerging risk as a changing risk which may have been considered previously but has not been
fullyreflected in the identified principal risks and, in some cases, may not be likely to materialise for several years. Such
emerging risks may have significant implications on our business model and our ability to achieve our strategic goals
andcould result in significant harm or loss to our stakeholders.
Principal risks:
1
Business plan not delivered
2
Asset integrity breach
3
Geopolitical risk
4
Climate change effects
5
Major accident event
6
Insufficient liquidity and funding capacity
to sustain business
7
Capability cannot be attracted, developed
or retained
8
Compliance or regulatory breach
9
Major cyber disruption
Tullow Oil plc Annual Report and Accounts 2025 – 29
Strategic report Corporate governance Financial statements Supplementary information
Our principal risks
Risk, category and owner
Residual risk
profile change
during the year Mitigation
 1
Business plan not delivered
Causes and threats:
• Decline, or problems with the performance, of wells or facilities
could result in not meeting planned production levels.
• Failure to maintain the business via targeted investment
inexisting fields.
• Inability to achieve joint venture partner alignment on optimal
programmeactivity.
• Production equipment failure.
• Ineffective procurement process.
• Inability to influence operator schedule (non-operated portfolio).
• Obligation to operate and decommission end-of-life assets.
• Inadequate insurance.
Consequences:
• Reduction in production, revenue and cash flow.
• Longer-term production targets not met.
• Impairment of asset values.
• Inability to refinance.
• Damage to stakeholder reputation.
• Implement cross-discipline integrated
performance management and
planning and maintenance and
integrity management covering
all equipment classes.
• Manage and oversee JV Partners to
ensure plans are implemented effectively.
• Engage in bilateral discussions with
operators and regulators to manage
continuing costs and production.
• Manage operations and
oversee contractors.
• Integrated Ghana activity planning
including loss management, decline
forecasting and work streams
improvements.
• Drilling campaign in 2025 and 2026.
• Monitor TRACS annual reserves audit.
• Manage decommissioning liabilities
on an ongoing basis.
• Control end-of-life asset budgets
and focus on safety and
immediate production.
• Schedule capex to spread impact
oncash flow.
Category: Strategy
Owner:
Jean-Medard Madama, Ghana Managing Director
 2
Asset integrity breach
Causes and threats:
• Aged infrastructure and under investment in upkeep may
result in equipment failure.
• Failure to adhere to procedural requirements resulting
inequipment operation outside safety limits.
• Leakage from wells planned to be decommissioned
(non-operated portfolio).
• Lack of operator integrity in non-operated portfolio.
• Project-based execution or delivery failure.
• Breach of normal operating envelope of key offshore
equipment.
• Slippage in maintenance schedule leading to failure
ofoperational critical equipment.
Consequences:
• Loss of production, revenue and cash flow.
• Extensive damage to facilities, people and environment.
• Damaged relations with JV Partners and host governments.
• Damaged reputation as a credible asset operator.
• Implement asset and well integrity
maintenance programmes.
• Oversee contractor activities.
• Undertake root cause failure analysis
for every incident and capture near-
miss lessons learned.
• Implement well-developed emergency
response plan, incident management
framework and associated
training programmes.
• Audit non-operated joint venture
partner operators and Kosmos audits
ofGhana assets.
• Seek expert external advice
when appropriate.
• Workstreams to improve
maintenance performance.
• Implement internal assurance
andauditprogrammes.
Category: Health and safety and security
Owner:
Jean-Medard Madama, Ghana Managing Director
Residual risk profile change
No
change
Increasing
risk
Decreasing
risk
30 – Tullow Oil plc Annual Report and Accounts 2025
Strategic report Corporate governance Financial statements Supplementary information
Risk, category and owner
Residual risk
profile change
during the year Mitigation
3
Geopolitical risk
Causes and threats:
• Macro-economic effects of USA politics.
• Changing fiscal or regulatory requirements during political
transition periods e.g. demands for decommissioning funds.
• Failure to manage relationships with key host government or
community stakeholders or regulators.
• Supply chain disruption.
• Third-party influence on host governments.
• Delays in obtaining approval from the Government of Ghana
fornew initiatives.
• International sanctions affect our supply chain or oil sales.
Consequences:
• Delay and resulting impact on decision making by host governments
and local partners may also impact security arrangements.
• Efficient operations obstructed.
• Inability to deliver wider business plans.
• Increased costs and financial loss including demand for
unitisation payments from adjacent block owners.
• Ghana Revenue Authority tax demands.
• Inability to create value on TEN.
• Required to contribute to decommissioning funds as a result
of new fiscal requirements.
• Operate extensive relationship
management plan covering
governments.
• Align business plans with
national priorities.
• Communicate positive impact
ofactivities on host nations and
communities.
• Include robust stabilisation clauses in
Petroleum Agreements and Production
Sharing Contracts to protect against
unreasonable demands.
• Closely monitor political and economic
developments in Ghana.
• Strict compliance with regulations.
Category: Stakeholder and Financial
Owner:
Jean-Medard Madama, Ghana Managing Director
 4
Climate change impacts
Causes and threats:
• Regulatory constraints, carbon pricing mechanisms, low oil
price or conditional access to capital impacting operations
or operating cash flow.
• Failure to align with broader energy transition goals that
challenge business strategy.
• Inability to minimise routine flaring.
• Inability to deliver nature-based carbon offsets.
• Oil price changes.
• Increasing emissions.
• Failure to understand physical risks and their impact.
Consequences:
• Inability to implement our strategy, loss of licence to operate
and reputational damage.
• Reduced access to capital.
• Assets become stranded or uneconomic.
• Ability to attract and retain talent impeded by perceived lack
of commitment to sustainability.
• Operations impacted by lack of equipment or supplies due
to physical risks e.g. flooding.
• Legal challenges or fines for failure to eliminate routine flaring.
• Reputational challenge from internal and external stakeholders.
• Stress test portfolio to ensure core
assets are resilient in different oil
andcarbon price environments.
• Implement our Net Zero by 2030
strategy (see pages 16 and 17).
• Review Climate Policy annually
at Board level.
• Embed climate considerations
in decision making.
• Implementing nature-based carbon
offset project to deliver at least 600 KT
of carbon offsets.
• Include stabilisation clauses in
Petroleum Agreements.
Category: Stakeholder
Owner:
Julia Ross, Director of Business Services
Tullow Oil plc Annual Report and Accounts 2025 – 31
Strategic report Corporate governance Financial statements Supplementary information
Risk, category and owner
Residual risk
profile change
during the year Mitigation
5
Major accident event
Causes and threats:
• Asset integrity failures and/or extensive damage to facilities.
• Failure, ours or our contractors, to meet safety standards
or adhere to procedural requirements.
• Major incident due to operation of equipment outside safe
operating limits.
• Equipment or piping failure due to ageing infrastructure.
• Collision or contact between FPSO and mobile vessels.
Consequences:
• Loss of life, environmental damage and potential loss
of production.
• Loss of revenue and increased costs.
• Reputational damage.
• Loss of licence to operate.
• Implement asset and well integrity and
maintenance programmes, including
regular self-verification and external
certification, audit and assurance of
integrity plans.
• Undertake root cause failure analysis
for every production loss and EHS
incident and capture lessons learned
to prevent recurrence.
• Implement well-developed emergency
response plan and incident
management framework and
supporting training.
• Complete robust EHS reviews at all
stages of contract management process.
• Actively engage with contractors on
safety throughout life of contract
including hosting EHS forums that
enable direct participation.
• Management review of asset
healthscorecard.
• Integrated Ghana activity planning
including loss management, decline
forecasting and work streams
improvement.
• Learn lessons following shutdowns.
Category: EHS
Owner:
Jean-Medard Madama, Ghana Managing Director
6
Insufficient liquidity and funding capacity to sustain business
Causes and threats:
• Oil price volatility.
• Gas debt not recovered from Government of Ghana entities.
• Failure to deliver our business plan and inappropriate
capital allocation.
• Non-delivery of Ghana gas price and payment guarantees.
• Unexpected operational incidents.
• Unable to refinance our debt.
• Global cost inflation.
• Failure to complete or fully realise cash from non-core
assetdisposals.
Consequences:
• Erosion of balance sheet and revenues.
• Material negative impact on cash flow.
• Restrictions on ability to reduce debt and strengthen
balance sheet.
• Inability to meet financial obligations when they fall due.
• Executed refinancing plan.
• Adopt a disciplined approach to
capital allocation focused on cost
control and high-return and short
payback investments.
• Operate a material commodity
hedging programme that protects
against the impact of a sustained
low oil price environment.
• Annual budget planning, monthly
reforecasting and accurate cash
flowforecasting thereafter.
Category: Financial
Owner:
Richard Miller, CFO
Our principal risks continued
32 – Tullow Oil plc Annual Report and Accounts 2025
Strategic report Corporate governance Financial statements Supplementary information
Risk, category and owner
Residual risk
profile change
during the year Mitigation
7
Capability cannot be attracted, developed or retained
Causes and threats:
• Critical staff leave the organisation.
• Lean structure dependent on a small number of key roles.
• Unable to adapt quickly to changing oil and gas skills and
capabilities requirements and to identify sources of talent.
• Inadequate workforce planning.
• Employee Value Proposition does not meet
employee expectations.
• Uncertainty around refinancing and commercial performance
deters potential candidates.
Consequences:
• Unable to execute our business plan.
• Periodically review employee
value proposition.
• Actively engage with employees through
a variety of channels (see page 9).
• Review activities and resourcing plans to
ensure organisation capability.
• Offer competitive market-aligned
compensation and benefits.
• Operate an agile organisation model able
to adapt to changing business needs.
• Implement succession planning,
talent management and strategic
workforce planning.
• Continuous performance management
across the organisation to understand
performance and development.
Category: Organisation
Owner:
Julia Ross, Director of Business Services
 8
Compliance or regulatory breach
Causes and threats:
• Non-compliance with bribery and corruption legislation,
contractual obligations or other applicable business
conduct requirements.
• Increased government interest in contracting activity.
• Lack of awareness or deliberate breach of Tullow’s standards
and policies.
• Inadequate third-party due diligence.
• Breach of sanctions.
• Failure to keep pace with regulatory change.
• Inadequate ongoing monitoring of third-party ethics and
compliance controls.
Consequences:
• Loss of license to operate.
• Payment of penalties, fines and/or prison sentences.
• Reputational damage and loss of stakeholder confidence.
• SFO monitorship for up to three years.
• Adverse impact on share price.
• Inability to raise funds or breach of financial covenants.
• Unplanned cash outflow.
• Operate Ethics & Compliance
programme including robust
anti-bribery and corruption
governanceprocesses,
investigationprocedures and
anassociated Misconduct and
Loss Reporting Standard.
• Operate PermIntel compliance
tracker to monitor all regulatory
and contractual obligations.
• Regularly undertake third-party
due diligence procedures and
assurance processes.
• Undertake anti-tax evasion and
fraud risk assessments and targeted
employee training.
• Embed financial controls and
delegation of authorities.
• Adequate procedures in place
to form a legal defence.
• Operate a speaking-up process and
investigations protocol (see page 12).
• Delivered Company-wide ethics and
compliance face-to-face training in 2025.
• Periodically review anti-financial crime
risk assessment.
Category: Conduct
Owner:
Mike Walsh, General Counsel
Tullow Oil plc Annual Report and Accounts 2025 – 33
Strategic report Corporate governance Financial statements Supplementary information
Risk, category and owner
Residual risk
profile change
during the year Mitigation
9
Major cyber disruption
Causes and threats:
• Major cyber attack, internal or external.
• User actions, intentional or naïve, that compromise cyber security.
• Outsourced resources not able to deliver agreed service levels.
• Major ransomware outbreak.
• Third-party information security breach.
• Unintended consequences of reorganisation.
Consequences:
• Limitations on ability to operate.
• Financial loss, loss of stakeholder confidence, loss of production.
• Additional cost by way of ransomware demands, fines
orresolution of service.
• Major incident triggered.
• Reduced information systems capability, infrastructure
andpersonnel.
• Embedded a Security Incident
Event Management system across
the organisation including backup
and recovery processes.
• Established an Advanced Security
Operations Centre that provides 24/7
network and device monitoring, alerts
and responses.
• Run a security awareness programme
including regular staff susceptibility
phishing training and testing.
• Provide annual mandatory security
awareness training for all staff.
• Operate an independent technical
assurance programme.
• Installed technical network protection
access controls and network
architecture protocols.
• Alignment to the National Institute of
Standards and Technology framework.
• Established threat and vulnerability
management processes and capability.
Category: Cyber
Owner:
Julia Ross, Director of Business Services
Our principal risks continued
34 – Tullow Oil plc Annual Report and Accounts 2025
Strategic report Corporate governance Financial statements Supplementary information
Viability statement
Assessment period
In accordance with the provisions of the UK Corporate Governance Code, the Board has assessed the prospects and
theviability of the Group over a longer period than the 12 months required by the ‘Going Concern’ provision. The Board
assesses the business over a number of time horizons for different reasons, including the following: Annual Corporate
Budget (i.e. 2026), Corporate Business Plan (five years i.e. 2026–2030), long-term Business Plan (ten years). The Board’s
period of assessment for the purpose of the viability statement is five years.
Assessment of the Group’s principal risks
In order to assess the Group’s viability, the Directors have made a detailed assessment of the Group’s principal risks (see
pages 30 to 34), and the potential implications these risks could have on the Group’s business delivery and liquidity over
the assessment period. This assessment included, where appropriate, detailed cash flow analysis, and the Directors also
considered a number of reasonably plausible downside scenarios, and combinations thereof, together with associated
supporting analysis provided by the Group’s Finance team. A summary of the key assumptions aligned to the Group’s
principal risks and reasonably plausible downside scenarios is set out below. It should be noted that some assumptions
encompass multiple risks but have not been repeated to avoid unnecessary duplication.
Principal risks Base case assumption Downside scenario
Business plan not
delivered
Production is assumed to be in line with the
Corporate Business Plan.
5% reduction in production in each year.
Geopolitical risk
The Group has assumed certain cash outflows
associated with tax exposures and provisions.
The Group has included $29 million in 2026 in
relation to potential outflows. The Group has
not included any outflows associated with a
negative result from the ongoing GRA
arbitrations due to its view on the merits of
these cases.
Climate change
Base case includes expenditure required to
meet 2030 Net Zero commitment (nature-
based solutions project cost to offset hard to
abate emissions).
The Group has considered an oil price
sensitivity in line with the IEA ‘Net Zero by 2050
Scenario’ (see below).
Insufficient
liquidity and
funding capacity
to sustain
the business
Oil price assumptions are aligned with the
internal price deck used for budgeting and
capital allocation for two years, followed by the
Group’s Corporate Business Plan assumption
from 2027 onwards:
2026: $76/bbl 2027: $70/bbl 2028: $70/bbl
2029: $70/bbl 2030: $70/bbl
Operating costs and capital investment are
assumed to be in line with the Corporate
Business Plan.
The Group has analysed two downside oil
pricescenarios; the first is based on the
Directors’ assessment of a reasonably
plausibledownside scenario:
2026: $66/bbl 2027: $65/bbl 2028: $65/bbl
2029: $65/bbl 2030: $65/bbl
The second is in line with the IEA ‘Net Zero by
2050 Scenario’:
2026: $71/bbl 2027: $68/bbl 2028: $65/bbl
2029: $62/bbl 2030: $58/bbl
Operating costs are assumed to be 5% higher
than those included in the Corporate
Business Plan.
Detailed information on risk mitigation, assurance and progress in 2025 is included on pages 27 to 34.
For ‘Asset integrity breach’, ‘Major accident event’, ‘Capability cannot be attracted, developed or retained’, ‘Compliance or
regulatory breach’ and ‘Major cyber disruption’, the Group has assessed that there is no reasonably plausible scenario
that can be modelled in isolation or in combination with other risks from a cash flow perspective.
The Group has c.$1.6 billion gross debt outstanding, maturing in 2028 and 2030. The Corporate Business Plan does not
project sufficient free cash flow generation to allow the Group to fully repay these debts when they fall due, and therefore
it will need to access capital markets or realise value from its assets within the viability assessment period. The New Notes
have a maturity date of 15 November 2028, however the New Notes include a requirement to enter into a legally binding
sale and purchase agreement for the Group or its assets within nine months (if any of the New Notes remain outstanding
at that time) of commencement of an M&A process (such process to commence before the end of 2026), failing which
will trigger an Event of Default under the New Notes and accelerate their maturity to 15 May 2028 unless a super majority
of holders of the New Notes (66.67%) approves an extension. The Board has confidence in the Group’s ability to
implement a successful refinancing of the New Notes or a M&A transaction in that time frame and is considering multiple
options. This is based on the current oil price environment, which is materially higher than the assumptions used in the
Tullow Oil plc Annual Report and Accounts 2025 – 35
Strategic report Corporate governance Financial statements Supplementary information
Assessment of the Group’s principal risks continued
viability assessment, support of the existing creditors, engagement with new providers of capital and the creation of an
independent sub-committee of the Board as the governance body for a potential M&A process.
In the base case, net debt is forecast to remain roughly flat whilst gearing is forecast to increase to a slightly elevated but
not distressed level, and in that scenario the Directors are confident that the Group will be able to secure the funding
required to maintain adequate liquidity headroom throughout the viability assessment period.
In the downside case and the IEA ‘Net Zero by 2050 scenario’ there is sufficient liquidity headroom during the
assessment period on the basis of securing the same amount of funding as assumed in the base case. Management
isfocused on mitigating the risks around production, operating cost increases and potential outflows associated with
disputes in order to reduce the likelihood of these risks materialising, or their impact in the event that they materialise.
Furthermore, the Directors have considered additional mitigating actions that may be available to the Group, such as
incremental commodity hedging executed in periods of higher oil prices, equity funding, further rationalisation of
theGroup’s cost base including cuts to discretionary capital expenditure, M&A, portfolio management and careful
management of stakeholder relationships. However, the execution of these mitigating actions, including completion
ofarefinancing and/or M&A transaction are outside the control of the Group.
Conclusion
Based on the results of the analysis and the ability to mitigate some of the risks associated with the downside scenarios,
the Board has a reasonable expectation that the Group will be able to continue in operation through completion of a
refinancing transaction or a M&A transaction and meet its liabilities as they fall due over the five-year period of their
assessment.
36 – Tullow Oil plc Annual Report and Accounts 2025
Strategic report Corporate governance Financial statements Supplementary information
Viability statement continued
Financial review
Income Statement
Income Statement (key metrics) 2025
2024
Restated
2
Revenue ($m)
Sales volume (boepd) 32,600 44,400
Realised oil price ($/bbl) 66.2 75.9
Total revenue 847 1,287
Operating income/(costs) ($m)
Underlying cash operating costs
1
(203) (198)
Depreciation, Depletion and Amortisation
(DD&A) of oil and gas and leased
assets (371) (412)
DD&A before impairment charges ($/
bbl) 25.3 21.9
Overlift and oil stock movements (28) (42)
Administrative expenses (45) (52)
Exploration costs written off (2) (202)
Impairment reversal of property,
plantand equipment (PP&E), net 5 12
Net financing costs (263) (275)
(Loss)/ profit for the year from
continuing activities before tax (63) 174
Income tax expense (67) (229)
Loss for the year from
continuingactivities (129) (55)
Adjusted EBITDAX
1
586 1,008
Basic loss per share (cents) (8.8) (3.8)
1. Alternative performance measures are reconciled on pages 153 and 154.
2. Amounts above are presented excluding discontinued operations in
Gabon. Refer to note 8.
Revenue
Sales oil volumes
During the year, there were 32,600 boepd (2024: 44,400
boepd) of liftings. The decrease was driven by a reduction
of 4.5 liftings in Ghana with 10 in Jubilee (2024: 13) and 3 in
TEN (2024: 4.5).
Realised oil price ($/bbl)
The Group’s realised oil price after hedging for the period
was $66.2/bbl (2024: $75.9/bbl) and before hedging
$67.8/bbl (2024: $80.5/bbl). Lower oil prices and lower
hedged volumes subject to price caps compared to 2024
have resulted in a lower hedge loss which decreased total
revenue by $19 million (2024: $74 million).
Gas sales
Included in Total revenue of $847 million are gas sales of
$59 million of which $54 million relates to Ghana. During
the year, the Group exported 44,503 mmscf (gross) of gas
atan average price of $3.08/mmbtu in Ghana (2024:
33,660 mmscf (gross) at $2.97/mmbtu).
Cost of sales
Underlying cash operating costs
Underlying cash operating costs amounted to $203 million;
$13.8/boe (2024: $198 million; $10.5/boe). This consists
ofGhana $166 million; $11.6/boe (2024: $157 million; $8.6/
boe), Côted’Ivoire $23 million; $53.7/boe (2024: $22
million; $42.7/boe) and Corporate $14 million (2024: $18
million). The movement isprimarily driven by Jubilee
shutdown and FPSO Class related maintenance costs
offset by adecrease in routine operating costs.
Depreciation, depletion and amortisation
DD&A charges before impairment on production and
development assets amounted to $371 million; $25.3/boe
(2024: $412 million; $21.9/boe). This decrease in DD&A is
mainly attributable to lower Jubilee field production
compared to the prior year.
Overlift and oil stock movements
The Group recognised an overlift expense of $28 million
(2024: $42 million). The decrease in overlift expense is
driven by timing of liftings and lower oil prices at the 2025
year end.
Administrative expenses
Administrative expenses of $45 million (2024: $52 million)
have decreased in 2025 despite the inflationary
environment. This is largely due to targeted cost optimisation
initiatives undertaken in 2025 together with the broader
Group restructuring following the disposal of the Gabon
and Kenya assets. The full year impact of the cost
optimisations is expected to realise in 2026, which
together with additional cost optimisation initiatives is
estimated to generate c.$50 million savings over the next
three years.
Impairment of property, plant and equipment
The Group recognised a net impairment reversal on PP&E
of $5 million in 2025 (2024: Net impairment reversal of
$12million), mainly driven by changes to estimates on the
cost of decommissioning for certain UK assets, partially
offset by impairment of capital expenditure in Cote
D’Ivoire. The $35 million impairment in the TEN fields
recognised in the 2025 half-year results has been fully
reversed at the year end. This followed an assessment
which determined that the net present value of TEN,
reflecting the impact of the acquisition of the FPSO as
disclosed in the Events since 31 December 2025 section,
was equal tothe carrying value of the PP&E, TEN FPSO net
lease liability and associated deferred taxbalances.
Net financing costs
Net financing costs for the year were $263 million (2024:
$275 million). Lower net interest expense on borrowings
and obligations under leases was partially offset by debt
arrangement fees incurred in 2025 and a reduced
interest income.
A reconciliation of net financing costs is included in note 5.
Tullow Oil plc Annual Report and Accounts 2025 – 37
Strategic report Corporate governance Financial statements Supplementary information
Financial review continued
Loss for the year from continuing activities
andloss per share
The loss for the year from continuing activities amounted
to $129 million (2024: $55 million loss). The loss after tax
was driven mainly by lower revenue, offset by lower
income tax expense in the current year. Basic loss per
share was 8.8 cents (2024: loss per share of 3.8 cents).
Balance sheet and liquidity management
Key metrics 2025 2024
Capital investment ($m)
1
195 231
Derivative financial instruments ($m) 1 (12)
Borrowings ($m) (1,659) (1,976)
Underlying operating cash flow ($m)
1
221 668
Free cash flow ($m)
1
99 156
Net debt ($m)
1
1,353 1,452
Gearing (times)
1,2
2.3 1.4
1. Alternative performance measures are reconciled on pages 153 and 154.
2. Gearing presented above excludes discontinued operations in Gabon.
Capital investment
Capital expenditure amounted to $195 million (2024:
$231million) out of which $191 million was invested in
production and development activities (2024: $206 million)
with a $146 million spend in Ghana (2024: $148 million),
$28 million in Gabon (2024: $40 million), $14 million in
Cote D’Ivoire (2024: $12 million) and $3 million in Kenya
(2024: $6 million). $122 million of capital investment related
to Jubilee (2024: $134 million), mainly comprising $85 million
of drilling costs (2024: $103 million). Investment in exploration
and appraisal activities was $4 million (2024: $25 million).
The Group’s 2026 capital expenditure is expected to be
c.$200 million, comprising c.$190 million in Ghana and
c.$10 million in Cote D’Ivoire. Ghana capex is expected to
include c.$180 million relating to Jubilee, primarily drilling
costs of c.$150 million.
Decommissioning
Decommissioning expenditure was $5 million (2024: $49
million), and $12 million of cash provisioning forfuture
decommissioning in Ghana (2024: $12 million). The Group’s
decommissioning budget in 2026 is c.$25million of which
c.$20 million is cash provisioning forfuture
decommissioning in Ghana. Subject to programme
scheduling, at the end of 2026 it is expected that c.$12
million of decommissioning liabilities in the UKwill remain.
Derivative financial instruments
The Group has a material hedge portfolio in place 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, whilst
retaining access to oil price upside.
At 31 December 2025, the Group’s hedge portfolio
provides downside protection for c.50% of forecast
production entitlements in the first half of 2026 with
c.$58/bbl weighted average floors across all structures;
while retaining strategic upside participation across for
thesame period, with only c.30% of forecast production
Taxation
The overall adjusted net tax expense of $67 million
(2024:$229 million) primarily relates to tax charges in
respect of the Group’s production activities in West Africa,
reduced by deferred tax credits associated with future
UKdecommissioning assets, exploration write-offs
andimpairments.
Based on a loss before tax for the period of $63 million
(2024: profit of $174 million), the effective tax rate (ETR) is
(106.0%) (2024: 131.7%). After adjusting for non-recurring
amounts related to exploration write-offs, disposals,
impairments, provisions and their associated deferred
taxbenefit, the Group’s adjusted tax rate is (125.5%)
(2024:71.1%). In the UK, there is net interest and hedging
expense of $162 million (2024: $195 million), however,
there is no UK tax benefit as in previous periods.
The Group has applied the exception from recognising
and disclosing deferred tax assets and liabilities arising
from the implementation of Pillar Two income taxes.
Basedon full year actuals, the Group has not identified
anyexposure to Pillar Two income taxes in jurisdictions
where the safe harbour thresholds are not met. Accordingly,
no Pillar Two income tax charges or related deferred tax
effects have been recognised for the period.
Detailed analysis of ETR for underlying business –
Continuing operations
Analysis of adjusted ETR
($m)
Adjusted
profit/(loss)
before tax
Tax
(expense)
/credit
Adjusted
effective
tax rate
Ghana 2025 184.6 (70.3) 38.1%
2024 580.3 (208.6) 35.9%
Corporate 2025 (205.3) 2.0 1.0%
2024 (270.3) (5.7) (2.1%)
Other non-operated
& exploration
2025 (33.1) 0.8 2.4%
2024 (7.8) (0.7) (8.7%)
Total 2025 (53.8) (67.5) (125.5%)
2024 302.2 (215.0) 71.1%
Detailed analysis of ETR – Discontinuedoperations
Analysis of adjusted ETR
($m)
Adjusted
profit/(loss)
before tax
Tax
(expense)
/credit
Adjusted
effective
tax rate
Gabon 2025 62.0 (44.9) 72.5%
2024 119.3 (38.2) 32.0%
Total 2025 62.0 (44.9) 72.5%
2024 119.3 (38.2) 32.0%
Adjusted EBITDAX
Adjusted EBITDAX for the year was $586 million (2024:
$1,008 million). The decrease in the period was mainly
driven by lower revenue.
38 – Tullow Oil plc Annual Report and Accounts 2025
Strategic report Corporate governance Financial statements Supplementary information
entitlements capped with collars at a weighted average
sold call of c.$74/bbl, and c.7% of forecast production
entitlements secured with three-way collars with $70-$80/
bbl call spreads. To date, the Group’s hedge portfolio in
the second half of the year is comprised of collars
providing downside protection for c.20% of forecast
production entitlements with c.$59/bbl weighted average
floors, and upside capped at c.$75/bbl.
All financial instruments that are initially recognised and
subsequently measured at fair value have been classified
in accordance with the hierarchy described in IFRS 13 Fair
Value Measurement. 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
(Level 1). 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 (Level 2).
All of the Group’s derivatives are Level 2 (2024: Level 2).
There were no transfers between fair value levels
during the year.
At 31 December 2025, the Group’s derivative instruments
had a net positive fair value of $1 million (2024: net
negative $12 million).
The following table demonstrates the timing, volumes and
prices of the Group’s commodity hedge portfolio at year end:
1H26 hedge
portfolio at
31December 2025 bopd
Bought
put
(floor)
Sold
call
Bought
call
Straight puts 3,750 $58.20 – –
Collars 10,200 $58.48 $75.17 –
Three-way collars
(call spread) 2,224 $57.99 $69.90 $79.90
Total/Weighted
average 16,174 $58.35 $74.23 $79.90
2H26 hedge
portfolio at
31December 2025 bopd
Bought
put
(floor)
Sold
call
Bought
call
Straight puts – – – –
Collars 7,500 $58.97 $74.88 –
Three-way collars
(call spread) – – – –
Total/Weighted
average 7,500 $58.97 $74.88 –
Borrowings
On 3 March 2025, the Group repaid in full its Senior Notes.
The principal repayment of $493 million and accrued
interest to maturity were funded from a combination of
drawing down the remaining balance of $270 million
under the Glencore Facility and cash on balance sheet.
On 29 April 2025, the Group made a drawdown under
itsRevolving Credit Facility (RCF) to manage near-term
working capital.
On 15 May 2025, the Group made the annual prepayment
of $100 million of the Senior Secured Notes due 2026
(2026 Notes).
On 21 May 2025, the Group entered into an extension of
itsRCF to 31 October 2025 at reduced commitments of
$150 million. On 29 July 2025, the Group repaid and
cancelled in full the $150 million RCF.
As at 31 December 2025, the Group’s total drawn debt
reduced to $1,685 million, consisting of $1,285 million
nominal value 2026 Notes and $400 million outstanding
under the Glencore facility.
Management regularly reviews options for optimising the
Group’s capital structure and may seek to refinance, retire
or purchase any or all of its outstanding debt from time to
time through new debt refinancings and/or cash
purchases or exchanges in the open market, privately
negotiated transactions or otherwise.
Credit ratings
The Group maintains credit ratings with Standard & Poor’s
(S&P’s) and Moody’s Investors Service (Moody’s).
On 17 April 2025, S&P revised the Group’s corporate credit
rating and the rating of the 2026 Notes to CCC+ with
negative outlook from B-.
On 2 October 2025, S&P revised the Group’s corporate
credit rating and the rating of the 2026 Notes to CCC with
negative outlook.
On 28 November 2025, S&P revised the Group’s corporate
credit rating and the rating of the 2026 Notes to CCC- with
negative outlook.
On 13 May 2025, Moody’s revised the Group’s corporate
credit rating and the rating of the 2026 Notes to Caa2 with
negative outlook from Caa1.
On 8 December 2025, Moody’s revised the Group’s
corporate credit rating to Ca with negative outlook from
Caa2 and the rating of the 2026 Notes to Caa3.
Underlying operating cash flow and free cash flow
Underlying operating cash flow for the year was $221 million
(2024: $668 million), reflecting a decrease of $447 million.
This was primarily driven by $620 million decline in cash
revenue due to lower sales volumes and reduced oil
prices, and higher cash operating costs and working
capital of $68 million. These factors were partially offset
bylower cash and royalty taxes of $241 million.
Free cash flow for the year decreased to $99 million (2024:
$156 million). Underlying operating cashflow reduced by
$447 million, as outlined above. This decrease was largely
offset by proceeds from disposals of $334 million aswell
as lower net cash used in other investing activities,
reduced lease payments related to capital activities and
decommissioning costs, which decreased by $28 million,
$22 million, and $28 million, respectively. There was an
increase in the finance costs of $13 million, mainly due
todebt arrangement fees, as well as an impact of foreign
exchange loss of $9 million.
Tullow Oil plc Annual Report and Accounts 2025 – 39
Strategic report Corporate governance Financial statements Supplementary information
Financial review continued
conjunction with Gulf Energy to contest the assessment
through the regular objection process. There will be no
cash outflow in respect of lodging these objections, nor
does the Group expect cash outflow on completion of its
appeal process. Therefore, a provision for uncertain tax
treatments in respect of this risk has not been recorded.
Liquidity risk management and going concern
The Directors consider the going concern assessment
period to be up to 30 April 2027.
On 27 April 2026, the Group announced the completion of
its refinancing transaction to address the maturity of
$1.285 billion senior secured notes (the 2026 Notes).
Following a repayment of $100 million of principal amount
of the 2026 Notes at par, the Group issued $1.185 billion
new notes maturing 15 November 2028 to existing holders
plus $25 million fungible new notes to Glencore (together
the New Notes) in exchange for the cancellation in full of
the 2026 Notes. Further, a $400 million loan provided by
Glencore was extended by two years to mature on 15 May
2030, with $21 million in accrued interest and $2 million
payment in kind fees added to the loan balance on
completion.
The Group also entered into a revolving $100 million cargo
prepayment facility maturing on 15 November 2028 with
Glencore which is undrawn and will be primarily used for
working capital purposes and to provide a liquidity buffer
in a downside scenario.
The New Notes, the Glencore loan and the cargo
prepayment facility do not have any maintenance
covenants. If a legally binding sale and purchase
agreement has not been entered into within nine months
of commencement of an M&A process (such process to
commence before the end of 2026), the maturities of the
New Notes and the cargo prepayment facility will be
brought forward to 15 May 2028 (unless extended by
approval of a Super Majority of holders of the New Notes),
which is outside of the going concern assessment period.
Governance will be enhanced with the addition of three
new Independent Non-Executive Directors (INEDs) to
Tullow’s Board of Directors. The New Notes include a
semi-annual forward-looking cash sweep whereby freely
available cash will be required to repay the New Notes
subject to the condition that rolling 15-month projected
liquidity on the last date of each calendar month within the
projection period (under certain downside assumptions) is
equal to or exceeds $100 million.
The Group closely monitors and manages its liquidity
headroom. Cash forecasts are regularly produced, and
sensitivities run for different scenarios covering key
judgements and assumptions including, but not limited to,
changes in commodity prices, different production rates
from the Group’s producing assets and different outcomes
on ongoing disputes or litigations and the timing of any
associated cash outflows.
Management has applied the following oil price
assumptions for the going concern assessment based on
forward prices and market forecasts:
Net debt and gearing
Reconciliation of net debt $m
FY 2024 net debt 1,452.3
Sales revenue (962.4)
Operating costs 202.9
Other operating and administrative expenses 164.1
Operating cash flow before working
capitalmovements (595.4)
Movement in working capital 133.8
Tax paid 127.3
Purchases of intangible exploration and evaluation
assets and property, plant and equipment 195.6
Other investing activities (345.1)
Other financing activities 358.3
Debt arrangement fees 19.7
Foreign exchange loss on cash 6.5
FY 2025 net debt 1,353.0
1. Amounts above are presented including discontinued operations
inGabon.
Net debt reduced by $99.3 million during the year to
$1,353.0 million on 31 December 2025 (2024: $1,452.3million),
consisting of $1,285 million Senior Secured Notes due
2026 and $400 million Secured NotesFacility, less cash
and cash equivalents.
The gearing ratio has increased to 2.3 times (2024: 1.4 times)
due to a decrease in Adjusted EBITDAX from lower revenue
in the current year as explained above.
Ghana tax assessments
The Group has two ongoing disputed tax assessments that
relate to the disallowance of loan interest deductions for
the fiscal years 2010 – 2020 and proceeds received by
Tullow Oil plc under Tullow’s corporate Business Interruption
Insurance policy. Both were referred to international
arbitration in 2023, with first hearings scheduled for 2025.
The parties initially agreed a procedural timetable for the
loan interest arbitration under which the first Tribunal hearing
was due to have been held in the week commencing
30June 2025. This has now been postponed to
September 2026 allowing more time to conclude the
negotiations. The hearing on the Business Interruption
Insurance proceeds was held in November 2025, and
aruling can be expected during the first half of 2026. The
Groupcontinues to engage with the Government of
Ghana, including the Ghana Revenue Authority (GRA), with
the aim of resolving theassessments on a mutually
acceptable basis.
Kenya tax assessments
The Group is aware of a tax assessment for c.$170 million
from the Kenya Revenue Authority relating to alleged
underpaid VAT and Capital Gains Tax on the disposal of its
100% shareholding in its Kenyan subsidiary, Tullow Kenya
BV, tothe Gulf Energy Group for a minimum consideration
of$120 million. The Group’s clear and firm position is that
theassessment is wholly without merit and it intends in
40 – Tullow Oil plc Annual Report and Accounts 2025
Strategic report Corporate governance Financial statements Supplementary information
Base Case: $76/bbl for 2026; $70/bbl for 2027.
Low Case: $66/bbl for 2026; $65/bbl for 2027.
To consider the principal risks to the cash flow projections,
a sensitivity analysis has been performed which is
represented in the Low Case, which management
considers to be severe, but plausible, given the cumulative
impact of the sensitivities applied. The most significant risk
would be a sustained decline in oil prices. The analysis has
been tested by including a 10% production decrease and a
5% increase in operating costs compared to the Base
Case. Management has also considered additional
outflows in respect of all ongoing disputes and litigations
within the Low Case, with an additional $33 million outflow
included for the cases expected to progress in the going
concern period. Based on the legal opinions received by
management, the remaining disputes and litigations are
not expected to conclude within the going concern period
or have remote outcomes, therefore no outflows have
been included in that respect in the Low Case. In the event
of negative outcomes after the going concern period,
management would use all available court processes to
appeal such rulings, which, based on observable court
timelines, would likely take in excess of a further year.
Following completion of the refinancing transaction the
Directors have concluded that the material uncertainties
noted in the 2024 Annual Report and Accounts, associated
with implementing a refinancing proposal no longer exist.
Upon completion of the refinancing transaction, the Group
had in excess of $200 million liquidity headroom of
undrawn and available debt facilities and free cash. The
Group’s forecasts show that the Group will be able to
operate within its current debt facilities and have sufficient
financial headroom for the going concern assessment
period under the Base Case and the Low Case. These
forecasts assume full availability of the $100 million cargo
prepayment facility, which remains undrawn under the
Base Case. Furthermore, management has performed a
reverse stress test and the average oil price throughout the
going concern period required to reduce headroom to
zero during the assessment period is $32/bbl.
Based on the analysis above, the Directors have a
reasonable expectation that the Company has adequate
resources to continue in operational existence for the
going concern assessment period to 30 April 2027. On this
basis the Board have prepared the Financial Statements on
a going concern basis.
Events since 31 December 2025
TEN FPSO Purchase
On 19 February 2026, Tullow signed a Sale and Purchase
Agreement (SPA) to acquire the TEN FPSO on behalf of the
joint venture for a gross consideration of $205.0 million
($125.6 million net to Tullow), which is to be paid upon
completion at the end of the first quarter of 2027.
The lease modification to include an obligation to purchase
the FPSO, together with the update to the lease term,
constitutes a lease remeasurement in accordance with IFRS
16 Leases. As at the date of the SPA, the remeasurement will
result in a reduction in the lease liability, a reduction in the
right-of-use asset, and a corresponding decrease in the
receivable from the joint venture partners, as the value
ofthe gross undiscounted lease payments will decrease
from $716.7 million to $424.9 million. As the assessment of
the financial impacts is ongoing, these cannot be disclosed
in the Annual Report and Accounts. Accordingly, the relevant
disclosure will be made in the 2026 half-year results.
Extension of the Petroleum Agreements in Ghana
On 20 February 2026, Tullow announced that the
extension of its West Cape Three Points and Deep Water Tano
Petroleum Agreements, which cover the Jubilee and TEN
fields, was ratified by the Ghanaian Parliament.
Accordingly, these agreements have been extended to 31
December 2040, and from 20 July 2036 Ghana National
Petroleum Corporation’s share in the field will increase by a
further 10% interest and the joint venture partners’ shares
will decrease pro rata.
In addition, Tullow has secured revised terms for the
supply of gas from the Jubilee field to the end of the
extended period at an escalating price of $2.50/mmbtu
and heads of terms for the potential supply of gas from
TEN. Tullow and the Government of Ghana have also
agreed a gas payment security mechanism.
Refinancing transaction
On 20 February 2026, Tullow announced that it had
entered into a binding Lock-Up Agreement to implement
arefinancing transaction with holders of c.66% 10.25%
senior secured notes due May 2026 (the Senior Secured
Notes) and with Glencore Energy UK Limited (Glencore).
Key features of the transaction included:
• Release of Senior Secured Notes and issuance of new
Extended Notes maturing 15 November 2028, together
with a paydown of a $100 million, extending the
Company’s debt maturity profile.
• Glencore’s existing $400 million Secured Notes Facility
released and issuance of new Glencore Junior Notes of
an equal amount maturing 15 May 2030.
• Strengthened liquidity position through a new
$100million super senior Cargo Prepayment Facility
provided by Glencore, complemented by a reduced
all-in cash interest profile through Payment-In-Kind (PIK)
only interest on the Glencore Junior Notes.
• Existing equity remains in place and no new shares
areanticipated to be issued in connection with the
refinancing transaction.
On 26 February 2026, Tullow announced that holders of
over 90% of its Senior Secured Notes have acceded to the
Lock-Up Agreement in support of the Company’s
refinancing transaction, meeting the necessary threshold
required to implement it by way of consent solicitation.
On 25 March 2026, Tullow launched a consent solicitation
to obtain formal consents from the holders of the Notes
required in connection with the implementation of the
refinancing transaction.
Tullow Oil plc Annual Report and Accounts 2025 – 41
Strategic report Corporate governance Financial statements Supplementary information
Events since 31 December 2025 continued
On 8 April 2026, Tullow announced that holders representing over 97% of the outstanding principal amount of
itsexistingnotes had provided consents to approve amendments to the indenture and intercreditor agreement,
thereleaseand exchange of the existing notes for new notes, and related waivers to permit the release of collateral,
ineach case in connection with the proposed refinancing transaction.
On 27 April 2026, Tullow announced the completion of the refinancing transaction. As the assessment of the financial
impacts is ongoing, these cannot be disclosed in the Annual Report and Accounts. Accordingly, the relevant disclosure will
be made in the 2026 half-year results.
Receipt of Tranche B payment for sale of Kenya assets
On 9 March 2026, Tullow received $36 million proceeds of the Tranche B payment under the terms of the SPA
announced on 21 July 2025 for the sale of its entire working interest in Kenya. The final 10% of Tranche B proceeds
($4million), was received on 1 April 2026 following completion of transition support services.
Board of Directors appointments
On 8 April 2026, Tullow has announced the appointment of four independent Non-Executive Directors (Henry Steel,
Garrett Soden, Euan Shirlaw and James Peterkin) to its Board of Directors. Henry Steel’s appointment was effective
immediately. The other appointments were conditional on completion of the refinancing, which closed on 27 April 2026,
and will become effective on 1 May 2026. The appointments will be subject to election by shareholders at the Annual
General Meeting in June.
These are all non-adjusting events as at 31 December 2025 asdefined by IAS 10 Events after the Reporting Period.
There have not been any other events since 31 December 2025 that have resulted in a material impact on the year
end results.
Richard Miller
Chief Financial Officer
27 April 2026
Financial review continued
42 – Tullow Oil plc Annual Report and Accounts 2025
Strategic report Corporate governance Financial statements Supplementary information
Non-financial and sustainability information statement
We are committed to complying with the non-financial reporting requirements contained
inSections 414CA and 414CB of the Companies Act 2006.
The table below outlines our principal policies, risks and KPIs in relation to key non-financial and sustainable matters.
Thelocation of further relevant information, including policy implementation and outcomes, is provided on the pages
highlighted below and is incorporated in this statement by cross-reference.
Matter and policy
Environment
Climate Policy: Outlines our climate change commitments
and the steps we are taking to mitigate the impact of climate
change risks on our business.
Safe and Sustainable Operations Policy: Sets out how we
achieve our goal of creating a working environment that causes
no harm to people, minimises our negative environmental
and social impacts and optimises the shared benefits with
our stakeholders.
Code of Ethical Conduct: Sets out the conduct we expect
from everyone and our key ethical policies, standards
and procedures.
Non-Technical Risk Standard: Sets out the framework to
identify, assess, mitigate and monitor social and environmental
impacts, and stakeholder issues.
Principal risks
Climate change impacts:
page 31.
Major accident event:
page32.
Non-financial KPIs
Sustainability
Safety
Outcomes
Pages 16 to 17
(AchieveNet Zero).
Page 13 (Safety).
Page 18 (Respect the
environment).
Page 12 (Governance, ethics
and compliance).
Matter and policy
Climate-related financial disclosures
Climate Policy.
Principal risks
Climate change impacts:
page31.
Non-financial KPIs
Sustainability
Outcomes
Pages 16 to 17
(AchieveNet Zero).
Pages 19 to 26
(TaskForceonClimate-related
Financial Disclosures).
Matter and policy
People
Code of Ethical Conduct.
Safe and Sustainable Operations Policy.
Speak Up Policy: Outlines processes that enable reporting
of any concern, in particular anything that is unsafe, unethical
or breaches our Code of Ethical Conduct or could harm an
individual or the Group.
Smart Working Policy: Outlines how we seek to promote
flexibility in the workplace with regard to duration, location and
work patterns, creating a more progressive approach to how
employees manage their work-life balance.
Principal risks
Capability cannot be
attracted, developed
or retained: page 33.
Major accident event:
page32.
Compliance or regulatory
breach: page 33.
Non-financial KPIs
Safety
Leadership effectiveness
Sustainability
Outcomes
Page 12
(Governance,ethicsand
compliance).
Pages 13 and 14
(Attract,retainand
developtalent).
Page 14
(Advance inclusion
anddiversity).
Matter and policy
Social and community
Code of Ethical Conduct.
Safe and Sustainable Operations Policy.
Non-Technical Risk Standard.
Principal risks
Business plan not delivered:
page 30.
Major accident event:
page32.
Compliance or regulatory
breach: page 33.
Non-financial KPIs
Business plan implementation
Unlocking value
Safety
Sustainability
Outcomes
Page 12 (Governance, ethics
and compliance).
Page 13 (Safety).
Page 14 (Accelerating
localisation in Ghana).
Page 15 and 16 (Manage
impacts on host communities,
Contibute to socio-economic
development and Progressing
local content and supplier
capacity development).
Matter and policy
Respect for human rights
Code of Ethical Conduct.
Speak Up Policy.
Human Rights Policy: Sets out our commitment to respecting
internationally recognised human rights and seeks to
implement the United Nations guiding principles on business
and human rights and the voluntary principles on security and
human rights.
Modern Slavery Act Transparency Statement: Outlines the
steps we take to address modern slavery risks.
Principal risks
Compliance or regulatory
breach: page 33.
Non-financial KPIs
Sustainability
Outcomes
Page 12 (Governance, ethics
and compliance).
Pages 14 and 15 (Respect for
human rights).
Matter and policy
Anti-corruption and anti-bribery
Code of Ethical Conduct.
Speak Up Policy.
Principal risks
Compliance or regulatory
breach: page 33.
Non-financial KPIs
Sustainability
Outcomes
Page 12 (Governance, ethics
and compliance).
Our business model is set out on page 7. The non-financial
KPIs highlighted above, which are used to monitor our
progress, are detailed on page 8.
Further information, including our key policies and
documents, are available on our website at
www.tullowoil.com/policy-library.
This Strategic report and the information referred to herein
have been approved by the Board and signed on its behalf
on 27 April 2026 by:
Roald Goethe Adam Holland
Chair Company Secretary
Tullow Oil plc Annual Report and Accounts 2025 – 43
Strategic report Corporate governance Financial statements Supplementary information
Corporate governance
44 Code compliance
45 Chair’s letter
46 Board of Directors
47 Governance framework
48 Board leadership and company purpose
52 Division of responsibilities
53 Composition, succession and evaluation
Code application
Principle Further information
Board leadership and company purpose
A An effective and entrepreneurial board that promotes long-term
sustainable success that generates value for shareholders and
contributes to society.
2025 Board activity highlights. See page 50.
Board consideration of stakeholder issues in its decision
making and Section 172 statement. See pages 51 and 10.
B Establishment of purpose, values and strategy and promotion
ofdesired culture.
Purpose, values, culture and strategy. See page 48.
C Ensuring resources are in place to meet objectives, measuring
performance and establishing controls which assess and manage risk.
Audit Committee report. See pages 56 to 59.
D Effective stakeholder engagement and participation. Engaging with our stakeholders. See pages 9 and 51.
Board consideration of stakeholder issues in its decision
making and Section 172 statement. See page 10.
E Ensuring workforce policies and practices are consistent with
thecompany’s values and support long-term success, and that
mechanisms are in place to allow the workforce to raise concerns.
Engagement with workforce. See pages 9 and 51.
Independent whistleblowing procedures. See pages 12
and 59.
Division of responsibilities
F Chair’s role. Division of responsibilities. See page 52.
G Clear division of responsibilities and appropriate combination
ofexecutive and non-executive roles.
Governance framework. See page 47.
Division of responsibilities. See page 52.
H Time commitment, constructive challenge and strategic guidance. Time commitment and external appointments. See page 49.
I Effective and efficient board. Composition, succession and evaluation. See page 53.
Composition, succession and evaluation
J Board appointments and succession. Nominations Committee report. See page 54.
K Combination of skills, experience and knowledge. Board of Directors. See page 46.
L Annual evaluation. Composition, succession and evaluation. See page 53.
Audit, risk and internal control
M Independent and effective internal and external audit functions. Audit Committee report. See pages 58 and 59.
N Fair, balanced and understandable assessment. Statement of Directors’ responsibilities. See page 85.
O Risk management and internal control systems. Audit Committee report. See pages 58 and 59.
Remuneration
P Remuneration policy and practices. Remuneration Policy. See pages 75 to 80.
Q Development of remuneration policy and packages. Remuneration report. See pages 61 to 80.
R Independent judgement and discretion. Remuneration report. See pages 62 and 67.
54 Nominations Committee report
56 Audit Committee report
60 Safety and Sustainability Committee report
61 Remuneration report
81 Directors’ report
85 Statement of Directors’ responsibilities
Strategic report Corporate governance Financial statements Supplementary information
44 – Tullow Oil plc Annual Report and Accounts 2025
Chair’s letter
1. A copy of the Code is available at www.frc.org.uk.
Strong foundations
During the year we have significantly increased Tullow’s
financial and operational resilience. As explained in my
statement on page 2, we delivered a number of strategic
milestones which enabled us to refinance the business.
Wehave also enhanced our governance arrangements.
The Board’s focus is now on ensuring we capitalise
onthese key developments and secure value for
ourstakeholders.
Board and Committee changes
In February 2025, Richard Miller, our Chief Financial Officer,
assumed the role of interim Chief Executive Officer. This
transition enabled us to maintain our focus on our near-
term priorities, including the successful disposals of the
Gabon and Kenya assets. Following an extensive global
search, we were pleased to announce the appointment
ofIan Perks as Tullow’s new CEO. Ian joined the Company
and the Board on 15 September 2025, at which point
Richard reverted to his role as CFO.
During the year, there were several other Board changes.
On 1 August 2025 Sheila Khama, independent Non-Executive
Director, stepped down from the Board to focus on her wider
professional commitments. On 1 December 2025 I succeeded
Phuthuma Nhleko as Chair. At the same time, Genevieve
Sangudi, Martin Greenslade and Mitchell Ingram stepped
down from the Board as independent Non-Executive
Directors. On behalf of the Board, I extend my sincere
thanks to Phuthuma, Genevieve, Martin, Mitch and Sheila
for their service and valuable contributions to Tullow.
Following the above changes, the Board:
• Initiated a global search for a new Audit Committee Chair
and Senior Independent Director. In the interim I was
appointed acting interim Chair of the Audit Committee.
Garrett Soden will succeed me as Chair of the Audit
Committee when he joins the Board on 1 May 2026 (see
below), at which time I will step down from the Audit
Committee. Henry Steel (see below) joined the Audit
Committee as a member on 8 April 2026 and Rebecca
Wiles continues to be a member of the Committee.
• Reconstituted the Nominations Committee. I became
Chair of the Nominations Committee on 8 April 2026
andRebecca Wiles joined the Committee as a member
at the same time.
• Reconstituted the Remuneration Committee. Rebecca
Wiles joined the Committee as Chair on 8 April 2026.
Icontinue to be a member of the Remuneration
Committee, but I will step down from the Committee
when Euan Shirlaw joins the Board and the Remuneration
Committee on 1 May 2026 (see below).
• Assumed the responsibilities of the Safety and
Sustainability Committee, which was then dissolved.
Operating at all times in a safe and sustainable way is
fundamental to our long-term success and the Board is
fully committed to providing the oversight previously
discharged by the Safety and Sustainability Committee.
Information about the Committee’s activities during
2025, until its dissolution, are set out on page 60.
On 8 April 2026, we announced the appointment of
HenrySteel as an independent Non-Executive Director and
Senior Independent Director with immediate effect, and
the appointments of Garrett Soden, Euan Shirlaw and
James Peterkin as independent Non-Executive Directors
with effect from 1 May 2026. Information about them is
available at www.tullowoil.com/investors/regulatory-news.
Each of their appointments will be put to shareholders for
approval at our forthcoming AGM in June 2026. With effect
from 1 May 2026 we will establish an M&A Committee that
will be dedicated to maximising value from our asset base.
The members of the M&A Committee will be Euan Shirlaw
as Chair of the Committee and Garrett Soden, James
Peterkin and Richard Miller as members of the Committee.
Its terms of reference will be available at www.tullowoil.
com/about-us/corporate -governance/board-committees.
Compliance with 2024 UK Corporate
Governance Code
1
The Board remains fully committed to maintaining the
highest standards of corporate governance and for the
year ended 31 December 2025, the Company assessed
itself with reference to the 2024 UK Corporate Governance
Code (the Code). The Board confirms that for the year
ended 31 December 2025, the Company complied with
allrelevant Provisions of the Code during the year, with
theexception of the following:
• Provisions 11, 12, and 24: As at 31 December 2025, half of
theBoard (excluding the Chair) were not independent
Non-Executive Directors. In addition, the Board did not have
a Senior Independent Director, or a Non-Executive Director
Audit Committee Chair. With effect from 1 May2026 the
Company will be compliant with these Provisions.
• Provision 21: The Code recommends an externally
facilitated board performance review to be undertaken
every three years. Our next externally facilitated review
was scheduled to takeplace in relation to the year ended
31 December 2025. However given the significant
Boardchanges during the year, the Board deemed it
appropriate to defer the review to allow time for the
reconstituted Board to work together, ensuring that the
next review is both meaningful and reflective of the
Board’s long-term effectiveness.
We outline our adherence to applicable principles and
provisions of the Code in this Corporate governance report,
the Strategic report and the Committee reports, and the
table on the previous page highlights where relevant
information can be found.
Conclusion
I am confident that the refreshed composition of our Board
and its Committees, together with our strengthened
governance arrangements, will
enhance our ability to
deliver
sustainable value for our stakeholders.
Roald Goethe
Chair
27 April 2026
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2025 – 45
Board of Directors
Roald Goethe
Independent Non-Executive Chair
Committee membership:
A
R
N
Appointed: Non-Executive Director – February 2023
Independent Non-Executive Chair – December 2025
Key strengths: Upstream business, finance, development,
executive leadership, capital markets, M&A.
Experience: Experienced oil and gas executive with extensive
commercial knowledge of the energy industry in Africa. In 2006
Roald founded Delaney Petroleum Ltd, trading crude oil and
petroleum products predominantly in West Africa and the Middle
East. Previously, Roald spent 11 years at Trafigura Group, where he
had an integral role in the development of the group’s oil trading
activities, primarily in West Africa.
Current external appointments: Director of ROFGO
Racing Limited.
Ian Perks
Chief Executive Officer
Appointed: September 2025
Key strengths: Upstream oil and gas, African and other
international markets and large multi-stakeholder project
management.
Experience: Significant upstream oil and gas business
experience, deep knowledge of African and other international
markets and senior leadership experience covering all aspects
ofthe oil and gas sector. Ian served as Senior Vice President for
Mozambique Liquified Natural Gas at Anadarko and at Total. Prior
to Anadarko, he led numerous divisions of BG Group and delivered
a number of multi-billion-dollar projects, reducing costs and
growing profitability.
Current external appointments: None.
Richard Miller
Chief Financial Officer
Appointed: January 2023 (CFO), February 2025 (Interim CEO),
September 2025 (CFO)
Key strengths: Upstream oil and gas, capital markets, M&A,
financial management, audit and assurance.
Experience: Extensive oil and gas and financial experience.
Since 2011, Richard has led the Tullow Finance team and
supported a number of acquisitions, disposals and capital
markets transactions. Richard is a chartered accountant
previously with Ernst and Young LLP, where he worked
in the audit and assurance practice.
Current external appointments: None.
Henry Steel
Senior Independent Director
Committee membership:
A
Appointed: April 2026
Key strengths: Investment experience spanning corporate
finance, listed equities and natural resources.
Experience: Spent eight years at Odey Asset Management as
aFund Manager for the Odey Concentrated Natural Resources
Fund. Previously at Rio Tinto in a number of roles including
Special Adviser to the Head of Business Development focusing
on mergers and acquisitions, strategy and project finance.
Current external appointments: Co-founder and Chief
Investment Officer of Globe12, a research-driven, fundamental
investor in developed market-listed equities.
Rebecca Wiles
Independent Non-Executive Director
Committee membership:
A
R
N
Appointed: June 2023
Key strengths: Subsurface, geoscience, technology, emerging
markets, commercial, government relations, safety and risk
management and executive leadership.
Experience: Significant technical subsurface and geoscience
expertise gained during a 33-year career at BP plc (BP). She also
has extensive emerging markets, commercial, operational and
safety experience having served as Vice President of Exploration
and Appraisal at BP Angola and as Managing Director of BP’s
Norway business.
Current external appointments: None.
Board of Directors
1
Board composition
Committee membership key
Committee Chair
A
Audit Committee
N
Nominations Committee
R
Remuneration Committee
1. Board composition as at the date of this Annual Report. The following Directors also served during the year: Rahul Dhir (CEO) and Sheila Khama
(Non-Executive Director) until they stepped downfrom the Board on 14 February 2025 and 1 August 2025 respectively. Phuthuma Nhleko (independent
Non-Executive Chair, Genevieve Sangudi (Non-Executive Director), Martin Greenslade (Non-Executive Director) and Mitchell Ingram (Non-Executive
Director) until they stepped down from the Board on 1 December 2025.
Gender
Male 4
Female 1
Nationality
British 4
German 1
Ethnicity
White British
orother white
Strategic report Corporate governance Financial statements Supplementary information
46 – Tullow Oil plc Annual Report and Accounts 2025
The Board
• Led by the Chair and collectively responsible for setting the Company’s strategy to deliver long-term value to shareholders
and wider stakeholders.
• Ensures that the appropriate resources, leadership and effective controls are in place to deliver the strategy.
• Sets the Company’s culture and values.
• Monitors the business’s performance, oversees risk management and determines the Company’s risk appetite.
• Accountable for the stewardship of the Company’s business to the shareholders and wider stakeholders.
Committees
Nominations Committee
• Responsible for reviewing the balance of skills, knowledge, experience and diversity of the Board and its Committees.
• Oversees the recruitment and appointment of Directors.
• Ensures plans are in place for orderly succession for the Board and senior management and oversees the development
of a diverse pipeline for succession.
• Monitors the development and implementation of the inclusion and diversity strategy at Board level and throughout
the Company.
See pages 54 and 55.
Audit Committee
• Responsible for the integrity of financial reporting and disclosures and reviews the controls in place.
• Oversees the relationship with the external auditor, including monitoring independence.
• Reviews significant financial reporting and accounting policy issues.
• Oversees the Group’s internal audit programme and the process of identifying principal and emerging risks and ensuring
thatthey are managed effectively.
See pages 56 to 59.
Safety and Sustainability Committee (Dissolved on 8 April 2026 and responsibilities assumed
bythe Board – see page 45)
• Responsible for and monitors occupational and process safety, people and asset security, health and environmental
stewardship, including protection of the environment, climate and biodiversity.
• Oversees the Company’s sustainability-related governance matters including respect for human rights, sociopolitical issues
and sustainability-related disclosures.
• Oversees implementation of the Company’s strategic sustainability priorities.
See page 60.
Remuneration Committee
• Responsible for the remuneration arrangements for the Chair, Executive Directors and senior management in line with the
Remuneration Policy.
• Ensures rewards and incentives closely align with the successful delivery of the Company’s long-term purpose and strategy
as well as those of the shareholders and wider stakeholders, including the workforce.
• Reviews the remuneration arrangements for the wider workforce.
See pages 61 to 80.
Governance framework
The Board operates through a governance framework with clear procedures, lines of
responsibility and delegated authorities to ensure that our strategy is implemented, key risks
are assessed and managed effectively and legal and regulatory requirements are adhered to.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2025 – 47
Board leadership and company purpose
Purpose
Building a better future through responsible oil and gas development
Values
Aim high Own it Be true
How we embed our values across Tullow
• Implement and regularly review policies, including
our Code of Ethical Conduct, that set our
expectations of the behaviours and practices
expected, inform behaviour and embed good
decision making in line with our desired culture.
• Embed processes framework and working practices
that ensure that at all times we do what is right and
promote a culture of openness, empowerment,
performance and continuous improvement.
How the Board monitors our culture
• Safety: Reviews, supported by its Committees,
safety incident reports and ensures that
management deploys appropriate mitigating
actionsand provides regular progress updates.
• Engagement: Meets quarterly with the Tullow
Advisory Panel (TAP), our employee advisory panel,
to gain insights into employees’ experiences and
concerns and to better understand the working
practices that operate across the Group. Interactions
and meetings between the Board and our employees
across the Group provide valuable insights and a
deeper understanding of our culture.
• Employee surveys: Considers feedback from
employee engagement surveys and implements
actions to address.
• Site visits: Undertakes site visits and meets with
employees. During 2025, individual Directors visited
offices and sites across the Group, including our
offshore facilities.
• Speaking up: Reviews reports from the Group’s
whistleblowing facility and reviews the effectiveness
of the Group’s whistleblowing arrangements.
Seepage 59. In addition, the Audit Committee’s
supervision of the Group’s internal controls
framework and review of any compliance issues
informs the Board’s assessment and monitoring
of our culture.
• Continuous review: Monitors culture throughout
the year to ensure it remains aligned with our
purpose and strategy.
Purpose, culture, values and strategy
The delivery of long-term, positive outcomes for all our stakeholders is dependent on building trust. The Board sets,
promotes and monitors our values-led culture including ensuring that our purpose and values align.
Read more about our values and culture on page 13.
Strategic report Corporate governance Financial statements Supplementary information
48 – Tullow Oil plc Annual Report and Accounts 2025
Board meetings and attendance in 2025
The table below shows the number of scheduled Board meetings each Director attended during the year together with
the number of meetings they were entitled to attend.
Name Role Board Nomination Audit Safety Rem
Roald Goethe
1
Independent Non-Executive Chair
Nominations Committee Chair from
8April 2026.
Interim Audit Committee Chair from
8April 2026.
5/5 – 4/4 – 4/4
Ian Perks
2
Chief Executive Officer 2/2 – – – –
Richard Miller
3
Chief Financial Officer 5/5 – – – –
Rebecca Wiles
Independent Non-Executive Director
Remuneration Committee Chair from
8April2026. 5/5 – 4/4 5/5 –
Phuthuma Nhleko
4
Independent Non-Executive Chair
Nominations Committee Chair until
1December 2025.
5/5 4/4 – – –
Martin Greenslade
4
Independent Non-Executive Director
Senior Independent until 1 December 2025.
Audit Committee Chair until
1December 2025.
5/5 4/4 4/4 – 4/4
Genevieve Sangudi
4
Independent Non-Executive Director
Remuneration Committee until
1December 2025.
5/5 – – 5/5 4/4
Mitchell Ingram
4
Independent Non-Executive Director
Safety and Sustainability Chair
5/5 – – 5/5 4/4
Sheila Khama
5
Independent Non-Executive Director 3/3 2/2 – 3/3 2/2
1. Appointed Chair with effect from 1 December 2025. Previously independent Non-Executive Director.
2. Appointed to the Board with effect from 15 September 2025.
3. Served as Interim Chief Executive Officer between 14 February 2025 and 15 September 2025.
4. Stepped down from the Board with effect from 1 December 2025.
5. Stepped down from the Board with effect from 1 August 2025.
In addition, there were six unscheduled Board meetings held during the year to consider a variety of different matters.
Incertain circumstances these unscheduled meetings are called at short notice and, due to prior business commitments
and time differences, Directors may not always be able to attend. If a Director is unable to attend a meeting because of
exceptional circumstances, they receive the papers in advance of the meeting and have the opportunity to discuss any
matters they wish to raise with the relevant Chair or the Company Secretary. Directors are provided with feedback about
decisions made at any meeting they are unable to attend.
Time commitment and external appointments
The expected time commitment of the Chair and Non-Executive Directors is agreed and set out in writing in their letter
ofappointment. The Board has considered the individual Director’s attendance, their contribution and their external
appointments, and is satisfied that each of the Directors is able to allocate sufficient time to the Group to discharge his
orher responsibilities effectively.
Directors can only take on additional external appointments with the prior approval of the Board, and in line with the Code
Directors are required to seek Board approval prior to taking on such role. In making its decision, the Board considers
both the time commitment required as well as any potential conflicts that may arise. The Directors’ significant external
appointments are disclosed in their biographies on page 46.
In addition to attending Board and Committee meetings, each Director devotes sufficient time to the Company to ensure
that their responsibilities are met effectively. This includes preparation ahead of each meeting and, for the Chair and
Committee Chairs, holding planning meetings and discussions with the relevant Senior Leadership Team (SLT) members
and wider teams to ensure that each meeting has been well prepared. The Chair maintains frequent contact with all
members of the Board between meetings and has regular meetings with the CEO to keep apprised of material
developments in the business, and with the Company Secretary on Board planning and governance.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2025 – 49
Board activities during the year
Strategy, business plans and leadership
The Board considered and oversaw the delivery
ofour strategic objectives for the benefit of our
shareholders and wider stakeholders including
reviewing the following matters:
• Capital structure, refinancing and capital allocation.
• Strategy, the Group’s strategic plan
andstrategic updates.
• Disposal of the Gabon and Kenya assets.
• Business development initiatives.
• Considered Nominations Committee
recommendation in relation to CEO
appointmentand transition arrangements.
• Refresh of the Board and leadership structure.
Governance, political and
regulatory environment
The Board received regular reports from the
Company Secretary on governance and regulatory
matters, as well as updates and insights on market
trends and developments from the Board’s
advisers. Key governance matters considered
andreviewed included:
• 2024 Annual Report and Accounts.
• Annual General Meeting and investor feedback.
• Board effectiveness including evaluation
and independence.
• Succession planning and Committee
composition.
• Reports from Committee Chairs.
• Terms of reference reviews.
• Updates on host countries’ domestic
developments.
• Macro and geopolitical developments.
• Modern Slavery Act Transparency Statement.
• The Economic Crime and Corporate
Transparency Act (2023).
• Human Rights Policy.
Performance and risk management
The Board regularly reviewed financial
performance and risks, as well as risk controls
and processes including:
• Business reviews, including operational performance.
• Health and safety performance.
• 2024 preliminary results statements.
• Enterprise risk management framework including
climate-related risks.
• Internal audit, controls and risk management.
• Going concern and viability statements.
• Audit fees.
• Annual tax update.
Culture, stakeholders and sustainability
Recognising the importance of understanding the
views and interests of our people and our wider
stakeholders, the Board:
• Reviewed our culture and values to ensure
alignment with our purpose and feedback.
• Considered investor feedback.
• Considered reports on workforce engagement
including feedback from Board participation
in the TAP.
• Regularly reviewed the Group’s sustainability
approach including progress in relation to our
Net Zero by 2030 strategy and Taskforce on
Nature-related Financial Disclosures (TNFD).
Board leadership and company purpose continued
Strategic report Corporate governance Financial statements Supplementary information
50 – Tullow Oil plc Annual Report and Accounts 2025
Schedule of matters reserved to the Board
There are certain key responsibilities that the Board does
notdelegate and which are reserved for its consideration.
The Board’s responsibilities include: the development of
strategy; the approval of major capital expenditure; the
Group’s capital structure; the consideration of significant
financing matters; and oversight of policies and procedures.
The full schedule of matters reserved to the Board is available
at www.tullowoil.com/about-us/corporate-governance.
TheBoard reviews the schedule on an annual basis and a
new schedule will be uploaded in May 2026.
Conflicts of interest
Directors have a statutory duty to avoid situations in which
they have, or may have, interests that conflict with those of
Tullow, unless that conflict is first authorised by the Board.
The Company has procedures in place for managing
conflicts of interest. The Company’s Articles of Association
also contain provisions to allow the Directors to authorise
potential conflicts of interest so that a Director is not in
breach of his or her duty under company law.
Should a Director become aware that he or she has an
interest, directly or indirectly, in an existing or proposed
transaction with Tullow, they are required to notify the
Board in line with the Company’s Articles of Association.
If a conflict does arise, the Director is excluded from
discussions and all Directors have a continuing duty
to update any changes to their conflicts of interest.
There have been no contracts or arrangements during
thefinancial year in which a Director of the Company
wasmaterially interested and/or which were significant
inrelation to the Group’s business.
Engaging with our stakeholders
Strong relationships built on trust remain key to the
delivery of the Group’s strategy and goals. Information
about our stakeholders, including how the Board engages
with them, is set out on page 9.
During 2025 the Chair, Executive Directors and
Non-Executive Directors frequently engaged with many
of our stakeholders and the insights arising from such
engagement were considered and discussed by the Board
as a whole and taken into consideration during Board
decision making. Our Section 172 statement and examples
of how the Board took account of stakeholders in its
decision making are included on page 10.
Workforce engagement
Our people have a key role to play in Tullow’s evolution
and the Board recognises the importance of engaging
with them to understand their views and their valuable
insights about our business.
In accordance with Provision 5 of the Code, we operate
a dedicated formal advisory panel, the Tullow Advisory
Panel (TAP), which consists of eight elected colleague
representatives from across our different locations. The TAP
meets at least quarterly with members of the SLT, and on
separate occasions with two independent Non-Executive
Directors. The purpose of these meetings is to discuss the
workforce’s feedback on a wide range of topics including
staff development, employee wellness, inclusion and
diversity, and the Company’s strategic objectives.
This forum helps to ensure that our employees’
perspectives are considered by the Board and its
Committees in their decision-making processes. It also
provides an opportunity for the Non-Executive Directors
to hear about our business from employees’ perspectives
and gain more insight about our culture and operations.
Following their meetings with the TAP, the Non-Executive
Directors formally report to the Board on the key matters
arising from the discussions.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2025 – 51
Division of responsibilities
Responsibilities
As at the date of this report, our Board comprised of
three independent Non-Executive Directors, including
the Chair, and two Executive Directors. There is a clear
division of responsibilities, which ensures responsibility
and accountability. The roles of the Chair and Chief
Executive are held separately and clearly defined and
agreed as set out in the division of responsibilities
approved each year by the Board. See summary below.
The Chair
The Chair of our Board, Roald Goethe, is responsible for
leading the Board and its overall effectiveness and for
promoting the highest standards of integrity, probity and
corporate governance. The Chair is also responsible for
effective shareholder engagement and building strong
relationships with our wider stakeholders. The Chair meets
regularly with the other Non-Executive Directors, without
Executive Directors present, to review Board discussions
and engagement as well as the performance of the SLT.
The Chief Executive Officer (CEO)
Our CEO, Ian Perks, was appointed on 15 September 2025.
Heis responsible for the overall performance and day-to-day
operational management of our business including executing
the Group’s strategy and overall commercial objectives,
monitoring the progress against the Company’s strategic
objectives and the performance of the SLT.
The Senior Independent Director (SID)
Our SID was appointed on 8 April 2026. He provides a
sounding board for the Chair. He is also available to meet
shareholders if they have concerns that cannot be
resolved through discussion with the Chair or for
matterswhere such contact would be inappropriate.
In addition, the SID’s responsibilities include meeting
withthe other Non-Executive Directors, without the
Chairpresent, toevaluate the Chair’s performance.
Non-Executive Directors (NEDs)
Our independent NEDs assess, challenge and monitor
the Executive Directors’ delivery of strategy within the risk
and governance structure agreed by the Board. As Board
Committee members, they also review the integrity of the
Company’s financial information, consider ESG issues,
recommend appropriate succession plans, and set the
Executive Directors’ remuneration.
Board independence
The independence of our Non-Executive Directors is
formally reviewed annually by the Nominations Committee.
All of the Non-Executive Directors who served during the
year were considered by the Board to be independent for
the purposes of the Code, and the Chair was considered
independent upon his appointment. These considerations
specifically include reference to Provision 10 of the Code
and the Directors’ shareholdings and interests in
the Company.
In accordance with the Code, all of the Directors will
retire at the 2026 AGM and submit themselves for
appointment or re-appointment by shareholders. Each
of the Non-Executive Directors seeking appointment or
re-appointment are considered to be independent in
character and judgement.
The Non-Executive Directors can obtain independent
professional advice, at the Company’s expense, in the
performance of their duties.
Board Committees
During the year, the Board delegated some of its
responsibilities to four Committees: the Audit Committee,
the Nominations Committee, the Safety and Sustainability
Committee and the Remuneration Committee (see page
47). With effect from 8 April 2026, the Safety and
Sustainability Committee was dissolved and its
responsibilities were assumed by the Board (see page 45).
The Board issatisfied that the Committees have sufficient
time and resources to carry out their duties effectively.
Their terms of reference are reviewed and approved
annually by the Board and the respective Committee
Chairs report on their activities to the Board. The individual
Committee terms of reference are available at www.
tullowoil.com/about-us/corporate-governance/board-
committees.
Company Secretary
The Board is supported and advised by the Company
Secretary who ensures that it has the policies, processes,
information, time and resources it needs for it to function
effectively and efficiently. The Company Secretary is
also responsible for ensuring compliance with all Board
procedures and for providing advice to Directors when
required. The Company Secretary acts as secretary to
the Audit, Nominations and Remuneration Committees
and has direct access to the Chairs of these Committees.
All Directors have access to the advice and services of the
Company Secretary, whose appointment and removal are
matters reserved for the Board.
Strategic report Corporate governance Financial statements Supplementary information
52 – Tullow Oil plc Annual Report and Accounts 2025
Composition, succession and evaluation
Composition, skills and experience
To ensure that the Executive Directors and senior management possess the necessary skills and experience required for
the strategy of the business, the Board has established a Nominations Committee (see pages 54 and 55) to oversee the
process of appointments and succession planning for Directors and other senior managers. The role of the Nominations
Committee is critical in ensuring that the Group’s Board and Committee composition and balance support both the
Group’s business ambitions and best practice in the area of corporate governance.
The Board comprises a diverse range of skills, industries, backgrounds and nationalities. This composition enables a
broad evaluation of all matters considered by the Board and contributes to a culture of collaborative and constructive
discussion. The biographies of all Directors are included on page 46. Information about how we promote inclusivity and
diversity across our leadership team is included on page 55.
Key skills and experience matrix
Director Oil & gas Financial International Listed
Safety &
sustainability
Oil & gas
operational
excellence
Government
relations
Roald Goethe
Ian Perks
Richard Miller
Rebecca Wiles
Henry Steel
Board performance evaluation
The effectiveness of the Board and its Committees is vital to the overall success of the Group. Our last externally facilitated
evaluation took place in 2022 and information about it is included in the 2022 Annual Report and Accounts on pages 69
and 70. An external evaluation was scheduled to be carried out in relation to the year ending 31 December 2025, however
as explained on page 45 the review has now been deferred in light of the significant Board changes that took place
during the year.
The 2024 evaluation was carried out internally and an update on how we are progressing its recommendations is set
out below.
2024 evaluation progress
Recommendation Progress
Notwithstanding the well-structured forward agendas and
pre-meeting sessions, consideration should be given to
increasing the deep dive sessions between meetings.
These sessions are intended to facilitate more constructive
discussions during scheduled meetings.
To strengthen oversight during the year, the Board formed
a Ghana ad hoc subcommittee consisting of the technical
independent Non-Executive Directors (INEDs). The
subcommittee undertook detailed deep dive sessions
andprovided constructive guidance and challenge to
management on production, safety and subsurface
issues.The INEDs also updated the Board regularly on the
subcommittee’s progress and the outcome of its discussions.
Enhance the flow of constructive feedback to
management on the quality of Board and Committee
papers in order to ensure that the Directors continue to
receive high-quality and relevant information to inform
decision making.
The Board has adapted its agenda to make clear whether
items require approval, input or are for information only. This
has ensured that less meeting time is spent on matters that
are for information only and that material is available in
advance. Directors continue to be encouraged to provide
feedback directly to presenters and report writers at
meetings and, in circumstances where that is not possible,
to use the Group Company Secretary as a conduit for
facilitating feedback.
Focus on completing the permanent CEO search process
and, subsequently, the successful integration of the
permanent CEO, to ensure effective working arrangements
with the Board and the wider business.
The appointment of Ian Perks as CEO was announced on
5September 2025. Ian joined the Company and the Board
on 15 September 2025.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2025 – 53
Overview
The Committee continues to play a vital role in ensuring
that we have the right balance of skills experience,
knowledge and diversity across our leadership team.
Thisreport covers the Committee’s activities from
1January 2025 until 1 December 2025.
Role and responsibilities
The Committee’s key responsibilities are set out on page
47 and the Committee’s terms of reference, which set out
its full remit, are available at www.tullowoil.com/about-us/
corporate-governance/board-committees.
Committee membership, meetings and
attendance
The members of the Committee from 1 January 2025 to
1December 2025 are listed on page 49 together with
information about the number of scheduled meetings
heldduring the year and their meeting attendance.
Inaddition, other Non-Executive Directors were on
occasion invited to meetings as appropriate. The CEO
andDirector of Business Services also attend meetings
ofthe Committee by invitation and were present at
mostof, or part of, the meetings in 2025, as appropriate.
On 8 April 2026 the Committee was reconstituted and I
became
Chair of the Committee and Rebecca Wiles joined
as a member of the Committee at the same time.
CEO appointment
A significant amount of the Committee’s time has been
spent overseeing the CEO succession following the
announcement of Rahul Dhir’s resignation from the Board
at the end of 2024. In addition to commissioning an
independent executive search for his successor, the
Committee considered arrangements to ensure a smooth
leadership transition and the ongoing delivery of the
Company’s near-term objectives ahead of the
appointment of a permanent CEO. In February 2025, the
Committee recommended to the Board the appointment
of Richard Miller, Chief Financial Officer, as Interim CEO.
Nominations Committee report
And following the completion of the search process,
inSeptember 2025 the Committee recommended
to theBoard that Ian Perks be appointed CEO.
Board training and development
The Non-Executive Directors receive frequent updates on a
variety of issues relevant to the Group’s business, including
legal, regulatory and governance developments. During
the year, the Directors received tailored deep dive sessions
into their areas of interest. In addition, individual training
and development needs are reviewed as part of the annual
Board evaluation process and training is provided where
appropriate, requested or if a need is identified.
Time commitment and external appointments
During the year the Committee reviewed each of the
individual Directors’ meeting attendance, contribution and
external appointments and reported to the Board that it
was satisfied that each of the Directors had discharged
his or her responsibilities effectively (see page 49).
Inclusion and diversity
We are committed to prioritising a diverse and inclusive
culture across Tullow. We support the recommendations
of the FTSE Women Leaders Review on gender diversity
and the Parker Review on ethnic diversity.
The Board seeks to promote inclusion and diversity by
objectively considering candidates for Board and SLT
roles on the basis of their skill set, experience, expertise,
knowledge, gender, cultural and geographical
backgrounds, ethnicity and age.
As at the date of this Annual Report, female representation
on the Board was 20% (2024: 25%). The Committee
acknowledges the FCA’s diversity target recommendation
that at least 40% of the Board should be female and one of
the Chair or SID and/or the CEO or CFO should be female.
Following the Board changes in December 2025, the
Board remains cognisant and committed to the targets
setout in the Parker Review.
We are committed to building a Board and management
team that are diverse in all respects. We are mindful of the
recommendation of the 2023 Parker Review to set a target
for 2027 for ethnic diversity, and continue to consider
an appropriate target that reflects the diversity of our
dynamic workforce and the areas we operate in.
The Committee also oversees the development of a
diverse pipeline for future succession to Board and senior
management appointments, including reviewing the
gender balance of senior management and its direct
reports. As at the date of this Annual Report, the SLT
has17% female representation, and among their direct
reports female representation is 26% (excluding
administrative staff).
Whilst the Committee remains committed to increasing
diversity, all appointments will be based on merit with
each candidate assessed against objective criteria, with
the prime objective to maintain and enhance the Board’s
overall effectiveness.
2025 key activities
• Appointment of a new CEO and orderly transition.
• Reviewed Board and Committees’ composition.
• Reviewed succession planning and development
initiatives for the Executive Directors and senior
management.
2026 priorities
• Oversee induction of independent Non-Executive
Directors following their appointments on 8 April
2026 and 1 May 2026.
• Undertake an externally facilitated Board
performance review to evaluate the effectiveness
ofthe Board and its Committees.
• Continue to refine succession planning for
seniormanagement.
• Inclusion and diversity planning.
Strategic report Corporate governance Financial statements Supplementary information
54 – Tullow Oil plc Annual Report and Accounts 2025
Board
1
and leadership team diversity as at 31 December 2025
As required under Listing Rule 6.6.6R(10), the breakdown of the gender identity and ethnic background of the Board
andexecutive management
2
, as at 31 December 2025, is set out in the tables below. This information is based on
self-reported data from the Board and SLT.
Gender identity
Number
of Board
members
Percentage
of the Board
Number
of senior
positions on
the Board
1
Number
in executive
management
2
Percentage
of executive
management
Men 3 75% 3 6 85.7%
Women 1 25% 0 1 14.3%
Not specified/prefer not to say n/a n/a n/a n/a n/a
Ethnic background
Number
of Board
members
Percentage
of the Board
Number
of senior
positions on
the Board
1
Number
in executive
management
2
Percentage
of executive
management
White British or other White 4 100% 3 5 71.4%
Mixed/multiple ethnic groups 0 0% 0 0 0%
Asian/Asian British 0 0% 0 1 14.3%
Black/African/Caribbean/Black British 0 0% 0 1 14.3%
Other ethnic group, including Arab 0 0% 0 0 0%
Not specified/prefer not to say n/a n/a n/a n/a n/a
1. Includes CEO, CFO, Chair and Senior Independent Director.
2. Includes the SLT (which includes the CEO and CFO) and aligns with the FCA’s definition of executive management.
Following the appointment of Henry Steel to the Board on 8 April 2026, the above Board composition changed to 80%
(men), 20% (women). Following changes to the SLT and Madhan Srinivasan’s resignation from the Group with effect from
31 January 2026, the above executive management composition changed to 83% (men), 17% (women), 83% (white) and
17% (black).
Roald Goethe
Chair of the Nominations Committee
27 April 2026
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2025 – 55
Overview
The purpose of this report is to describe how the
Committee has discharged its responsibilities during
theyear, including its consideration of the key areas of
judgements underpinning the full year results, its review of
the Group’s risk management and internal control systems
and its assessment of the external auditor’s independence.
Role and responsibilities
The Committee’s key responsibilities are set out on page
47 and the Committee’s terms of reference, which set out
its full remit, are available at www.tullowoil.com/about-us/
corporate-governance/board-committees.
Committee membership, meetings
and attendance
The members of the Committee from 1 January 2025 to
1December 2025 are listed on page 49, together with
information about the number of scheduled meetings held
during the year and their meeting attendance. In addition,
there was one unscheduled meeting attended by all
Committee members, and the Committee held
conference calls between meetings
to consider specific items. The Committee meetings are
routinely attended by the CEO, CFO, the Group General
Counsel, the Group Financial Controller, the Head of
Internal Audit and Risk and representatives of the external
auditor, and members of Company Secretariat. The
Committee also invites other senior finance and business
heads to attend certain meetings to gain a deeper level
ofinsight on particular items. The Committee also met
without management present and met privately with the
external audit partner. During 2025 the then Committee
Chair met privately with the Head of Internal
Audit and Risk.
Martin Greenslade stepped down from the Committee on
1 December 2025. I was appointed acting interim Chair of
the Committee whilst the search for a new Audit Chair was
undertaken and completed. As explained on page 45,
Garrett Soden will succeed me as Chair of the Committee
when he joins the Board on 1 May 2026. Henry Steel was
appointed a member of the Committee when he joined
the Board on 8 April 2026. Rebecca Wiles continues to be
a member of the Committee.
For the purposes of the Code, the Board has determined
that I am an independent Non-Executive Director and that
the other members of the Committee, Rebecca Wiles and
Henry Steel, are also independent.
Meetings are scheduled to allow sufficient time for full
discussion of key topics and to enable early identification
and resolution of risks and issues. Meetings are aligned with
the Group’s financial reporting calendar. The Committee
sets an annual work plan, developed from its terms of
reference, with standing items that the Committee
considers at each meeting, in addition to areas of risk
identified for detailed review and any matters that arise
during the year.
Audit Committee report
2025 key activities
• Reviewed the significant accounting judgements
made during the year.
• Monitored the developments arising from the
internal audit programme.
• Monitored developments and reviewed processes
and procedures in readiness for forthcoming audit
and corporate governance reforms.
2026 priorities
• Enhance and further embed our integrated
enterprise risk management framework.
• Prepare to ensure compliance with the 2024
Corporate Governance Code.
Strategic report Corporate governance Financial statements Supplementary information
56 – Tullow Oil plc Annual Report and Accounts 2025
Significant issues and financial judgements
The significant issues and primary areas of financial judgement considered by the Committee in relation to the 2025
accounts and how these were addressed are detailed below. The related material Group accounting policies can be
found on pages 101 to 110.
Significant financial
judgements and
areas of estimation How the Committee addressed these judgements and areas of estimation
Carrying value of
property, plant and
equipment (PP&E)
The Committee received and reviewed the papers prepared by management on the Group’s
oil price and discount rate assumptions, which are used in the assessment of the carrying value
of PP&E. At the Committee’s July 2025 and April 2026 meetings, these assumptions were
compared to independent oil price forecasts and challenged by the Committee.
At the Committee’s April 2026 meeting it reviewed and challenged detailed papers on
management’s assessment of impairment triggers and resulting impairment tests for PP&E. The
Committee gave focus to Jubilee, given the reduction in reserves and production challenges
during 2025, as well as TEN, considering the impact of the acquisition of the FPSO announced
in February 2026. Based on these discussions, the Committee concurred with the impairments
(and impairment reversals) proposed by management and ensured that adequate disclosure of
this judgement was disclosed in this Annual Report and Accounts. See note 10 to the financial
statements for further information.
Going concern
and viability
Cash flow analysis and a detailed accounting paper prepared by management were provided
to the Committee, which then reviewed and challenged the assumptions and judgements in
the underlying going concern and viability statement forecast cash flows. The Committee
discussed with management the risks, sensitivities and mitigations identified by management
to ensure the Company can continue as a going concern. Particular consideration was given to
the going concern assessment period of 12 months to April 2027 and the maturity dates of the
new debt in November 2028 and May 2030 for the new senior secured notes and the Glencore
loan, respectively, following the completion of the refinancing in April 2026. The Committee
also discussed the five-year time horizon used by management for the viability statement,
which extends beyond the new debt maturities and the requirement to enter into a legally
binding sale and purchase agreement by 30 September 2027, and considered management’s
assessment of options available to address these requirements.
The Committee concurred with management’s assessment and ensured that adequate
disclosure of this judgement was disclosed in this Annual Report and Accounts. See note (d)
in Material accounting policies for further information.
Gabon disposal The Committee reviewed a detailed accounting paper prepared by management documenting
the background and accounting treatment of the Gabon disposal and its impact on the Group’s
results. The paper proposed that the transaction, which was completed on 29 July 2025,
represented a disposal of a separate major geographical area of operation, which in
accordance with IFRS 5 required presentation as a discontinued operation. The Committee
concurred with management’s accounting treatment of the transaction and ensured that
adequate disclosure of this judgement was disclosed in this Annual Report and Accounts. See
note 8 to the financial statements for further information.
Kenya disposal The Committee reviewed a detailed accounting paper prepared by management documenting
the background and accounting treatment of the Kenya disposal and its impact on the Group’s
results. The Committee concurred with management’s accounting treatment of the transaction
and ensured that adequate disclosure of this judgement was disclosed in this Annual Report
and Accounts. See note 8 to the financial statements for further information.
Uncertain tax and
regulatory
treatments
The Committee reviewed detailed accounting papers prepared by management on all tax and
regulatory exposures. Where relevant, the papers included summaries of external legal or tax
advice on particular tax claims and assessments received. The Committee also met with the
Head of Tax during its April 2026 meeting to discuss and challenge the key judgements and
estimates made, including the likelihood of success and the quantum of the total exposure for
which provision had been made. The Committee concurred with management’s assessment
and ensured that adequate disclosure of this judgement was included in this Annual Report
and Accounts. See note (ah) in Material accounting policies for further information.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2025 – 57
External auditor
The Committee has primary responsibility for managing
therelationship with the external auditor, including assessing
its performance, effectiveness and independence,
recommending to the Board its re-appointment or
removal, and agreeing terms of engagement.
Based on the competitive tender process conducted in
2018, the Committee recommended to the Board the
appointment of Ernst & Young LLP (EY) as Tullow’s
statutory auditor for the 2020 financial year, which was
approved by shareholders at the 2021 AGM. Under current
regulations, the Group will be required to retender the
audit by no later than the 2029 financial year.
The external auditor is required to rotate the audit partner
responsible for the Group audit every five years. Steve
Dobson took over as lead audit partner with effect from
June 2025.
During the year the Committee held private meetings with
the external auditor, and the previous Audit Committee
Chair maintained regular contact with the audit partner
throughout the year.
These meetings provided an opportunity for open
dialogue with the external auditor without management
being present, and help ensure that the external auditor is
able to operate effectively and challenge management
sufficiently when required.
Effectiveness of external audit process
The Committee is responsible for assessing the qualifications,
expertise and resources, and independence of EY, as well
asthe effectiveness of the audit process. The Committee’s
assessment of the 2025 audit process covered all aspects
ofthe audit service provided by EY, including:
• Obtaining a report on the auditor’s own internal quality
control procedures and consideration of the auditor’s
annual transparency reports in line with the Code.
• Approving the auditor’s terms of engagement and fees.
• Reviewing and approving the audit plan prepared by
theauditor at the start of the audit cycle. This plan
identifies key audit risks, which included going concern;
uncertain tax treatments; oil and gas reserve estimations;
recoverability of property plant and equipment; accounting
for Kenya and Gabon disposals; and revenue
recognition.
• Discussing and challenging a number of matters
including the auditor’s assessment of the Group’s
significant financial risks and the performance of
management in addressing these risks, the auditor’s
opinion of management’s role in fulfilling obligations for
the maintenance of internal controls and the transparency
and responsiveness of interactions with management.
• Confirming the independence of the audit including
how the auditor had exercised professional challenge.
• Assessing the effectiveness and performance of the
external auditor and the audit process based on the
Committee’s interactions with the external auditor and
management’s survey.
As a result of the Committee’s assessment, the Committee
concluded that the external audit process had operated
effectively. EY and management have agreed on step
plans to ensure the quality of audit, team continuity and
focus on continuous improvement are maintained.
Non-audit services and independence
The Committee closely monitors the level of audit and
non-audit services provided by the auditor to the Group.
Non-audit services are normally limited to assignments that
are closely related to the annual audit or where the work is of
such a nature that a detailed understanding of the Group is
necessary. An internal Tullow standard for the engagement
ofthe auditor to supply non-audit services is in place to
formalise these arrangements, and it requires Committee
approval for all non-trivial categories of non-audit work.
In2025, total fees for audit-related work amounted to
$2.5million and total fees for non-audit-related work
amounted to $1.4 million. The non-audit work during the
yearmainly related to refinancing. See note 4 to the
financialstatements for further information.
In addition to processes put in place to ensure segregation
of audit and non-audit roles, EY is required, as part of the
assurance process in relation to the audit, to confirm to the
Committee that it has both the appropriate independence
and the objectivity to allow it to continue to serve the
Company’s shareholders. This confirmation is received
every six months, and no matters of concern were
identified by the Committee.
Internal controls and risk management
The Board has overall responsibility for risk management
and internal control systems, and for reviewing their
effectiveness. This process is overseen by the Committee
on the Board’s behalf.
In 2025, the Committee reviewed, discussed and briefed
the Board on risks, controls and assurance, including the
annual assessment of the system of risk management
and internal control, to monitor the effectiveness of the
procedures for internal control over financial reporting,
compliance and operational matters.
The Directors obtained comfort over the effectiveness of
the Group’s risk management and internal control systems
through various assurance activities that included:
• Audits undertaken by the Internal Audit team.
• Enterprise risk management and assurance processes.
• The external auditor’s observations on internal financial
controls identified as part of its audit.
• Regular performance, risk and assurance reporting by
the business functions and corporate teams to
the Board.
Audit Committee report continued
Strategic report Corporate governance Financial statements Supplementary information
58 – Tullow Oil plc Annual Report and Accounts 2025
During the year, in conjunction with the Board, the
Committee completed two robust assessments of the
significant risks facing the Company, including those that
would threaten its business model, future performance,
solvency or liquidity. This assessment included the
identification and discussion of principal and emerging
risks. The assessment process included engagements
with the SLT to support understanding, ownership and
accountability of enterprise-wide risks across all layers
of the Company. For each of the principal risk categories,
the Board reviewed the risk strategies to ensure they
were still valid, and their associated risk appetites.
Internal Audit periodically presented its findings to the
Committee over delivery of the assurance plan, progress
of issues raised and their timely resolution. On occasions,
senior management representatives from the business
were also invited to attend the Committee to provide
updates on key matters such as the annual tax strategy
review and TCFD reporting.
In addition, during the year the Committee received
reports from the principal independent reserves auditor
TRACS and reviewed the arrangements in place for
managing cyber risk relating to the Group’s critical
information systems.
All identified findings were assessed, with no indications
of fraud noted.
Based on the results of the annual effectiveness review
of risk management and internal control systems, the
Directors concluded that the system of internal controls
operated effectively throughout the financial year and up
to the date on which the financial statements were signed.
There were areas identified for improvement and the
Directors are confident that they are in the process of
being addressed.
During the year the Committee received updates on the
ongoing project to further develop the Group’s assurance
processes and reporting to ensure compliance with the
requirements of Provision 29 of the Code. See pages
27 and 28.
Internal audit requirements
The Committee’s role is to consider how the Group’s
internal audit requirements are satisfied and make
relevant recommendations to the Board. Throughout
2025 the Committee requested and received reports
from management on its resource and budget planning
forthe Internal Audit function in order to assess the
effectiveness of internal audit and satisfy itself that
thequality, experience and expertise of the function is
appropriate for the business. The level of internal resource
available to the function was in line with target throughout
the year. In addition, the Internal Audit function uses
external expertise for specialist reviews.
During the year:
• The Committee reviewed and challenged the 2025
programme of internal audit work developed to address
both financial and overall risk management objectives
identified in the Group during the internal audit planning
phase. The 2025 programme included two projects
carried forward from 2024 and 15 planned projects for
2025. The programme was subsequently adopted with
progress reported at the Committee’s meetings and
feedback provided. During the year one project was
removed from the programme and one additional
project was added. These changes were driven by
reassessments of the Group’s priorities, changes in
delivery of information system projects and the results
ofcompleted audits. At the year end, nine projects
hadbeen completed and six were in progress. Based
onthe nature of the audits completed, the assurance
performed by management, the Committee’s
subsequent assessment and the scale of the business
the Committee believes an appropriate level of
assurance has been performed over the Group’s
internalcontrol environment.
• Detailed results from the internal audits were reported
to management and the previous Committee Chair,
andin summary, to the Committee. Where required, the
Committee received full reports and details on any key
findings and received regular reports on the status of
the implementation of Internal Audit recommendations.
• The Committee assessed the effectiveness of Internal
Audit through meeting with the Head of Internal Audit,
its review and assessment of the Internal Audit Plan and
the results of audits reported.
• During the year the previous Committee Chair met
privately with the Head of Internal Audit.
Speaking-up procedure
In line with best practice and to ensure we operate to the
highest ethical standards, an independent whistleblowing
procedure operated throughout 2025. The procedure
allows staff and third parties to confidentially raise any
concerns about business practices and complements our
internal reporting processes. The Committee considers
the whistleblowing procedures to be appropriate for the
size and scale of the Group.
The Whistleblowing Policy is included in the Code of
Ethical Conduct, which is available to all staff on our
intranet. Eachmember of staff is annually required to
complete an online awareness course to refresh their
knowledge of keyprovisions of the Code of Ethical
Conduct, which was included as a Group-wide KPI.
The Committee receives from the Head of Ethics and
Compliance summaries of investigations of significant
knownorsuspected misconduct by third parties and
employees, including ongoing monitoring and updates
aboutinternal investigations.
Roald Goethe
Interim Chair of the Audit Committee
27 April 2026
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2025 – 59
Safety and Sustainability Committee report
Overview
Until April 2026 the Committee oversaw our sustainability
approach, which focuses on three interrelated sustainability
themes: Caring for people, Achieving Net Zero and
Respecting the environment.
Role and responsibilities
The Committee’s key responsibilities are set out on page
47. On 8 April 2026 the Board assumed the responsibilities
of the Committee and the Committee was dissolved with
immediate effect. This report covers its activities from
1January 2025 until 1 December 2025.
Committee membership, meetings
and attendance
The members of the Committee from 1 January 2025 to
1December 2025 are listed on page 49, together with
information about the number of scheduled meetings held
during the year and their meeting attendance. In 2025, the
Committee again met each quarter, supporting the
advancement of sustainability programmes and
performance across all key areas.
The Director of Business Services and the Ghana
Managing Director are invited to attend each meeting of
the Committee and participated in all of the meetings
during 2025. The Climate Change Manager, Group Shared
Prosperity Manager, Group Sustainability Manager and
the Group EHS Manager also attend meetings of the
Committee by invitation and were present at most of the
meetings during the year. The Committee was supported
by the Company Secretary.
Committee activities
At each meeting, the Committee reviews performance
against all sustainability KPIs, which form part of the
Group’s scorecard (see page 66), including the ways
in which sustainability is embedded across all business
activities and decision making.
The Committee evaluated and agreed the Group’s
sustainability disclosures including its climate-related
financial disclosures (see pages 19 to 26). During the year
the Committee also considered the matters below.
Caring for people
In 2025, the Committee dedicated significant time to
undertake in-depth reviews and discussions of personal
and process safety and asset integrity performance. The
Committee reviewed all notable safety events including
five medical treatment cases and two high potential incidents.
The Committee reviewed the asset integrity scorecard,
progress against the strategy for FPSO maintenance,
drilling campaigns and outcomes of the planned
shutdown earlier in the year.
The Committee also reviewed progress on the implementation
of our human rights roadmap and thesocio-economic
initiatives ongoing in our host communities (see pages 14
and 15), which are focused on ensuring self-sustainable
long-term positive outcomes for the communities and
supplier development.
Achieving Net Zero
During the year the Committee regularly discussed
theplans to deliver our Net Zero by 2030 strategy and
minimise routine flaring. As part of these discussions
theCommittee reviewed progress updates on the
implementation of modifications at Jubilee and TEN
fieldsduring the shutdown and the challenges posed
byrisk of instability if zero routine flaring is maintained.
Additionally, the Committee received updates on our
collaboration with the Ghana Forestry Commission in
anature-based project, that seeks to offset more than
600,000 tonnes of carbon emissions per year, representing
100% of Tullow’s residual hard-to-abate emissions.
Respecting the environment
The Committee continued to monitor the progress being
made to advance our approach to biodiversity and ocean
health and noted a number of key milestones, including
the approval of a Biodiversity Policy and interim metrics for
monitoring potential impacts on nature.
This report was approved by the Board on 27 April 2026
and signed on its behalf by:
Roald Goethe
Chair of the Board
2025 key activities
• Conducted in-depth reviews of safety
performance, safety incident investigations
andsafety practices.
• Assessed progress of Net Zero 2030 strategy,
including the nature-based offset solution in Ghana.
• Reviewed and approved our Biodiversity, Climate
and Human Rights Policies including our Modern
Slavery Statement.
• Approved our socio-economic investments
inGhana including the updated Grievance
Management process.
Strategic report Corporate governance Financial statements Supplementary information
60 – Tullow Oil plc Annual Report and Accounts 2025
Remuneration report
Key responsibilities
• Ensures Executive Directors and the SLT are rewarded
for promoting the long-term sustainable success
of the Company and delivering on its strategy.
• Reviews the remuneration arrangements for
thewider workforce.
2025 key activities
• Agreed an appropriately stretching set of key
performance metrics for the 2025 scorecard
andreviewed metrics aligned with strategy
andculture for the 2026 scorecard.
• Reviewed feedback received from shareholders
at the 2025 AGM.
• Reviewed the remuneration arrangements,
including benchmarking of total remuneration for
the Executive Directors and SLT and reviewed the
implementation of the revised pay philosophy
and principles for the wider workforce.
• Reviewed the 2023 Remuneration Policy and
agreed minor changes to be put to shareholders
for approval at the 2026 AGM (see following page).
2026 priorities
• Monitor progress against the 2026 KPI scorecard.
• Review alignment of remuneration arrangements
across the workforce to ensure fair and consistent
reward based on performance.
Annual statement on remuneration
Overview
On behalf of the Board, I am presenting the Remuneration
Committee’s report for 2025 on Directors’ remuneration.
I joined the Committee as Chair on 8 April 2026,
succeeding Genevieve Sangudi, who stepped down from
the Committee and the Board on 1 December 2025.
The report is divided into three main sections:
• This Annual statement, which contains a summary of
performance and pay for 2025, the Committee’s activities
during the year, and the proposed implementation of the
Directors’ Remuneration Policy (Policy) for 2026.
• The 2025 Annual Report on Remuneration, which
provides details of the remuneration earned by Directors
in the year ended 31 December 2025 and how the Policy
will be operated in 2026.
• The Directors’ Remuneration Policy report, which will
besubject to a binding vote at the 2026 AGM.
2025 performance context
In 2025 operational and strategic delivery was strong,
aswe laid foundations for value creation. However, free
cash flow generation of $99 million (2024: $156 million)
was lower than expected due to lower realised revenue
towards the end of the year and delayed receipt of the
second Kenya disposal proceeds, which were received
inMarch 2026, and delayed receipt of cash calls and
gaspayments from the Government of Ghana. Full
yearproduction was 40.4 kboepd (2024: 51.5 kboepd),
reflecting the sale of our Gabonese assets, which
waseffective from the beginning of the year. Revenue
generation was $847 million (2024: $1,287 million); gross
profit was $247 million (2024: $635 million); and loss after
tax was $129 million (2024: $55 million). The Tullow team
has shown commitment and dedication, which has driven
the significant progress we have made. We are now well
positioned to improve performance and execute our
business plan to deliver value for our stakeholders.
Board changes
As announced in December 2024, Rahul Dhir stepped
down as CEO on 14 February 2025. Details of his
remuneration on departure were disclosed in last year’s
report. As announced in September 2025, Ian Perks
wasappointed to the Board as CEO with effect from
15September 2025. Ian’s salary on appointment was set
at£580,000. Givenhis appointment part way through the
year he received a reduced 2025 LTIP award, with
performance assessed over three years from his
appointment. Further details are provided on page 64.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2025 – 61
Annual statement on remuneration continued
Directors’ Remuneration Policy
The current Directors’ Remuneration Policy was approved
by shareholders at the 2023 AGM and expires at the 2026
AGM. Therefore the Committee undertook a comprehensive
review of the Directors’ Remuneration Policy with the
primary aim to ensure that executive remuneration
supported and incentivised the achievement of critical
priorities aligned with stakeholders’ interests.
Following the refinancing agreement reached in February
2026, the Committee reviewed the approach to LTIP awards
and determined that the previous approach of share-based
awards subject to TSR performance conditions would not
support the interests of, or provide value for money for, all
our stakeholders, would not help to retain our key senior
talent, and would not incentivise the necessary behaviours
or performance as Tullow looks to execute the business
plan over an extended financial runway to 2028.
The Committee therefore agreed that a more effective
approach would be to deliver part or all of the LTIP award
incash, which will meaningfully improve the retention
andincentivisation impact of these awards in the current
circumstances to align with shareholders interests. This
change is proposed under the 2026 Directors’ Remuneration
Policy. To further support retention, awards will be subject
to enhanced departure terms, with the expectation being
that awards will only vest if the Executive Directors are
inrole at the time the relevant objective is met.
Awards will vest following the achievement of critical
milestone-based objectives linked to the successful
refinancing of the November 2028 bonds and absolute TSR.
This will therefore directly link the interests of management
to the critical priorities of Tullowand our stakeholders.
Thespecific targets are deemed to be commercially
sensitive and have not been disclosed at this time.
Summary of Executive Director
remunerationfor2025
Following the year end, the Committee reviewed the
performance achieved against the corporate scorecard,
thatincludes a number of financial and non-financial key
performance indicators (KPIs), to determine the annual
bonus awards. Details of the scorecard outcomes are set
out on page 64 to 66. As a holistic refinancing was not
achieved during 2025, the Committee exercised its
discretion toensure alignment between the Company’s
overall performance and the in-year shareholder experience.
Itdecided to adjust downwards the scorecard outcome
by5%. Therefore a scorecard outcome of 38.7% was used
to determine the 2025 bonuses for the Executive Directors
and the SLT.
The Committee recognises that securing critical talent
tolead the business at this time is an immediate priority.
Toprovide an effective incentive in these circumstances
the Committee determined that, in line with the flexibility
under the Directors’ Remuneration Policy, 2025 annual
bonus awards would be delivered in cash, with any
payment deferred until the completion of a refinancing
agreement prior to May 2026. This condition was achieved
in February 2026. These awards will remain subject to
malus and clawback provisions as set out in our Policy. It is
intended that any bonus earned for 2026 performance will
also be paid in cash.
The Committee also assessed performance of the
2023-2025 LTIP awards. These were subject to relative total
shareholder returns (TSR) performance (50% weighting)
and absolute TSR performance (50% weighting) over the
period 1 January 2023 to 31 December 2025. The relative
and absolute TSR performance over the period were
below the threshold targets, and therefore the 2023 LTIP
lapsed in full.
Summary of implementation of remuneration
policy for 2026
The Committee has determined that Executive Director
salaries will not be increased as part of the 2026 pay
review. The performance measures and targets for 2026
annual bonus will be disclosed in the 2026 Annual Report.
The Committee also determined that no changes will be
made to the Chair, nor the Non-Executive Director fees
from 2025 levels.
Remuneration arrangements
forthewiderworkforce
During 2025, the Committee continued to consider
thealignment of remuneration arrangements across
theworkforce, ensuring all employees are rewarded fairly
andconsistently for their contribution to the overall
Company performance.
Employee engagement
During the year, members of the Committee met with the
Tullow Advisory Panel (TAP), a staff panel which collectively
represents Tullow’s global workforce. These meetings
provided an opportunity to gather feedback from employees
to help shape decisions regarding the ongoing development
of Tullow’s Employee Value Proposition. Onbehalf of the
Committee, I would like to thank TAP members and other
employees for their input to the Board’s discussions.
Looking ahead
I hope you are able to continue to support our approach
toremuneration at the 2026 AGM. If you have any
comments or questions on any element of the report,
please contact me via our Company Secretary at
companysecretary@tullowoil.com.
Rebecca Wiles
Chair of the Remuneration Committee
27 April 2026
Remuneration report continued
Strategic report Corporate governance Financial statements Supplementary information
62 – Tullow Oil plc Annual Report and Accounts 2025
Annual Report on Remuneration
Directors’ remuneration (audited)
The remuneration of the Directors for the year ended 31 December 2025 payable by Group companies in respect
of qualifying services and comparative figures for the prior year are shown in the table below:
Fixed pay Tullow Incentive Plan
Annual
bonus
plan
3
£
LTIP
awards
4
£
Total
£
Total
fixed
pay
£
Total
variable
pay
£
Salary
fees
£
Pensions
1
£
Taxable
benefits
2
£
TIP cash
£
Deferred
TIP shares
£
Executive Directors
Ian Perks
5
2025 171,769 25,765 188,273 – – 99,623 n/a 485,430 385,807 99,623
2024 – – – – – – – – – –
Richard
Miller
6
2025 469,692 40,000 17,526 – – 272,851 0 800,069 527,218 272,851
2024 391,500 39,150 14,952 – – 207,000 – 652,602 445,602 207,000
Rahul Dhir
7
2025 90,625 13,594 600 – – 51,887 0 156,706 104,819 51,887
2024 661,142 99,171 24,610 250,125 250,125 – – 1,285,173 784,923 500,250
Subtotal 2025
732,086
79,359 206,399 – – 424,361 0 1,442,205 1,017,844 424,361
Subtotal 2024 1,052,642 138,321 39,562 250,125 250,125 207,000 – 1,937,7 75 1,230,525 707,250
Non-Executive Directors
Sheila
Khama
8
2025 37,916 0 6,303 – – – – 44,219 44,219 n/a
2024 65,000 – 9,275 – – – – 74,275 74,275 n/a
Genevieve
Sangudi
9
2025 73,333 0 9,020 – – – – 82,353 82,353 n/a
2024 80,000 – 8,127 – – – – 88,127 88,127 n/a
Martin
Greenslade
9
2025 91,667 0 57,409 – – – – 149,076 149,076 n/a
2024 100,000 – 48,649 – – – – 148,649 148,649 n/a
Mitchell
Ingram
9
2025 73,333 0 6,715 – – – – 80,048 80,048 n/a
2024 80,000 – 5,415 – – – – 85,415 85,415 n/a
Phuthuma
Nhleko
9
2025 275,000 0 35,492 – – – – 310,492 310,492 n/a
2024 300,000 – 35,284 – – – – 335,284 335,284 n/a
Roald
Goethe
10
2025 76,250 0 5,732 – – – – 81,982 81,982 n/a
2024 65,000 – 3,606 – – – – 68,606 68,606 n/a
Rebecca
Wiles
2025 65,000 0 5,965 – – – – 70,965 70,965 n/a
2024 65,000 – 5,201 – – – – 70,201 70,201 n/a
Subtotal 2025 692,499 0 126,636 – – – – 819,135 819,135 n/a
Subtotal 2024 755,000 – 115,557 – – – – 870,557 870,557 n/a
Total 2025
1,424,585
79,359 333,035 – – 424,361 – 2,261,340 1,836,979 424,361
Total
(includes
former
Directors) 2024 1,807,642 138,321 155,119 250,125 250,125 207,000 – 2,808,332 2,101,082 707,250
1. None of the Executive Directors have a prospective entitlement to a defined benefit pension by reference to qualifying services. Pension benefits
for Executive Directors are workforce aligned.
2. Taxable benefits comprise private medical insurance for all Executive Directors and any other taxable expenses. Travel and subsistence benefits
provided to Executive Directors and Non-Executive Directors have also been included on a grossed-up basis as Tullow meets the UK tax liability
ontheir behalf.
3. These figures for 2024 represent the combined annual bonus (cash and shares) as a single value. The 2025 figure is paid entirely in cash.
4. LTIP value for 2025 is in respect of 2023 LTIP awards granted to Rahul Dhir and Richard Miller with performance periods ended 31 December 2025.
Awards lapsed in full as performance targets were not met. Details of the performance assessment are on page 67.
5. Ian Perks was appointed to the role of CEO on 15 September 2025.
6. Richard Miller’s figures for 2025 include remuneration received in his time in the role of CFO and Interim CEO.
7. Rahul Dhir stepped down from the Board on 14 February 2025.
8. Sheila Khama stepped down from the Board on 1 August 2025.
9. These NEDs stepped down from the Board on 1 December 2025.
10. Roald Goethe was appointed as Chair of the Board on 1 December 2025. Roald Goethe’s figures for 2025 include fees received in his time in the role
ofNED till 30 November 2025 and in the role of Board Chair from 1 December 2025.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2025 – 63
Annual Report on Remuneration continued
Changes to the Board
Rahul Dhir
As announced in December 2024, Rahul Dhir stepped down as CEO on 14 February 2025 and was available to the
business until his notice period ended on 5 June 2025 to ensure a smooth transition. Full details of his remuneration
arrangements on departure, including the treatment of his share awards, are set out in the 2024 Annual Report.
AsRahulremained employed for the duration of his notice period, he did not receive any payment in lieu of notice.
For the period from 14 February to 5 June 2025 Rahul received his normal salary and pension and benefits totalling
£257,393. He did not receive any variable pay in respect of this period. As reported last year Rahul Dhir received
outplacement support services and the cost of £55,646 was covered by Tullow.
Richard Miller
Richard Miller was appointed as Interim CEO on 14 February 2025 and served in this role until 15 September 2025.
Asdisclosed in the 2024 Annual Report, Richard received an allowance of £10,000 per month in recognition of his role
asInterim CEO. His bonus for 2025 was based on the actual salary he received during the year, including his allowance
asInterim CEO and his 2025 LTIP award was based on his salary as CFO.
Ian Perks
On 15 September 2025, Ian Perks was appointed to the Board as CEO. Ian’s salary on appointment was set at £580,000.
Ian received a £90,000 payment to support his relocation to the UK.
On joining, Ian received a 2025 LTIP award, with the maximum opportunity limited to 125% of salary (below the normal
maximum opportunity of 250% of salary), recognising that he joined mid-year. Ian’s 2025 LTIP award is subject to the
same performance measures as the 2025 LTIP award granted to the CFO, assessed over the three years from his
appointment. Full details of these targets are detailed on page 70.
Payments to past Directors
No payments were made to past Directors in 2025.
Determination of annual bonus awards based on performance to 31 December 2025 (audited)
We measure performance using a corporate scorecard that includes a number of financial and non-financial KPIs.
EachKPI has a percentage weighting and financial indicators have trigger, base and stretch performance targets.
Progress against the corporate scorecard is tracked during the year. Following the end of the 2025 financial year,
theformulaic corporate scorecard outturn was determined by the Committee to be 43.7% of the maximum. The
Committee reviewed this outcome in the context of the Company’s overall performance and the in-year shareholder
experience. It decided to apply its discretion and reduce the scorecard outcome for Executive Directors and the
SLT to 38.7%.
Details of variable pay earned in the year
Details of the performance targets and performance against those targets are as follows:
Performance metric Performance
% of
annual
bonus
award
(% of
salary
maximum)
Actual
annual
bonus
award
Safety
Measure of Total Recordable Incident
Rate (TRIR) and Loss of Primary
Containment (LOPC) Tier 1 & 2
asperIOGP
Health and safety of our staff and everyone who is associated with
our operations.
15%
(22.5%)
3.8%
(5.7%)
Trigger Base Stretch
2025
Performance
TRIR as per IOGP 0.65 0.43 0.22 1.02
Payout 30% 70% 100% 0%
Trigger Base Stretch
2025
Performance
Number of LOPC Tier
1 & 2 as per IOGP
Tier 1: 0
Tier 2: 2
Tier 1: 0
Tier 2: 1
Tier 1: 0
Tier 2: 0
Tier 1: 0
Tier 2: 1
Payout 20% 50% 100% 50%
Remuneration report continued
Strategic report Corporate governance Financial statements Supplementary information
64 – Tullow Oil plc Annual Report and Accounts 2025
Performance metric Performance
% of
annual
bonus
award
(% of
salary
maximum)
Actual
annual
bonus
award
Financial
performance
Key value driver for our business and the delivery of this KPI is driven by
how effectively we are deploying our strict cost framework and our
progress in achieving capital efficiency.
10%
(15%)
1.5%
(2.25%)
Trigger Base Stretch
2025
Performance
Operating cash flow
(OCF) ($m) 373 414 455 296.3m
Payout 20% 50% 100% 0%
Trigger Base Stretch
2025
Performance
Gross General &
Administrative cost
(G&A) ($m) 147 140 133 137m
Payout 20% 50% 100% 77%
Production
Targets related to oil production and
vessel efficiency
Trigger Base Stretch
2025
Performance
20%
(30%)
6.1%
(9.15%)
Oil production
(kbopd) 33.2 36.8 38.2 33.3
Payout 25% 75% 100% 26%
Trigger Base Stretch
2025
Performance
Jubilee operational
performance:
Facilityefficiency 95% 96% 97% 96%
Payout 20% 50% 100% 50%
Trigger Base Stretch
2025
Performance
Jubilee operational
performance: Power
generation uptime 95% 96% 98% 93.9%
Payout 20% 50% 100% 0%
Trigger Base Stretch
2025
Performance
Jubilee operational
performance: Water
injection efficiency
(kbwpd) 250 275 285 215.5
Payout 20% 50% 100% 0%
Trigger Base Stretch
2025
Performance
TEN operational
performance 96% 97% 98% 98.7%
Payout 20% 50% 100% 100%
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2025 – 65
Performance metric Performance
% of
annual
bonus
award
(% of
salary
maximum)
Actual
annual
bonus
award
Business plan implementation
Trigger Base Stretch
2025
Performance
15%
(22.5%)
15%
(22.5%)
Budget adherence
1
Actual capex/decom
spent vs Budget
amount for work
delivered
Base x 1.1 $198m x
Work
completed
(%)
Base x 0.9 172m
Payout 20% 50% 100% 100%
Trigger Base Stretch
2025
Performance
Adherence to work
programme
2
90% 95% 100% 100%
Payout 20% 50% 100% 100%
Sustainability Further progressed our people, climate and nature-focused sustainability
approach. We continued to make socio-economic investments that
maximise positive impacts, reduced flare emissions and started
implementing our biodiversity action plan.
10%
(15%)
6.5%
(9.75%)
Unlocking
value
2
Performance assessment focused on critical actions including increasing
the value of our TEN and Jubilee assets, acquiring new assets, refinancing
the business, growing and protecting our non-operated exploration
assets and managing our exposure to the Ghana Branch Profits
Remittance Tax.
20%
(30%)
3.8%
(5.7%)
Leadership effectiveness Recruited a new CEO and put in place effective interim leadership to
maintain momentum across our key strategic objectives. Despite
challenging circumstances, including an organisation restructuring, the
teams remained focused and continued to execute 2025 activities and
progress a number of strategic priorities.
10%
(15%)
7%
(10.5%)
Formulaic total 100%
(150%)
43.7%
(65.55%)
Total (following discretion) 100%
(150%)
38.7%
(58.05%)
1. This is defined as percentage of work programme delivered, assessing capex efficiency and performance against preset objectives and milestones.
2. Overall achievement is defined as percentage of work programme achieved.
Remuneration report continued
Annual Report on Remuneration continued
Details of variable pay earned in the year continued
Strategic report Corporate governance Financial statements Supplementary information
66 – Tullow Oil plc Annual Report and Accounts 2025
Discretion applied to the scorecard outcomes
In assessing performance against the scorecard, the Committee considered the application of discretion and the overall
outcomes, taking into account the business performance achieved over the year and the wider stakeholder experience.
In line with principles agreed at the start of the year, the Committee decided to exercise negative discretion to recognise
that refinancing was not achieved during 2025, notwithstanding the substantial progress made throughout the year and
that an agreement was secured in February 2026. The Committee therefore applied a -5% adjustment to the scorecard
outcome, reducing it from 43.7% to 38.7% of maximum. This adjustment resulted in an 11.5% reduction in the bonus
outcomes for Executive Directors for 2025.
Annual bonus outcomes
Ian Perks’ annual bonus award was pro-rated based on the period from his appointment as CEO on 15 September 2025.
Richard Miller’s bonus was based on his actual salary received for the year, including his allowance as Interim CEO.
Determination of 2023-25 LTIP awards based on performance to 31 December 2025 (audited)
The LTIP awards granted in June 2023 were subject to performance conditions based on absolute and relative total
shareholder return over the three financial years to 31 December 2025. The table below shows the outcome of the LTIP,
comparing results achieved with the original performance conditions. The performance conditions were not satisfied
andaccordingly these awards will lapse in full in June 2026.
Weighting
Threshold
(25% vesting)
Maximum
(100% vesting)
Actual
performance
% of
vesting
Relative total shareholder
return (TSR) vs TSR
comparator group
1
50% Median Upper quartile Ranked 11/12 0%
Absolute TSR 50% 20% per annum 30% per annum 11.42% 0%
Total vesting 100% 0% 0% 0%
1. The TSR comparator group comprised the following companies: Meren Energy, BW Energy, Capricorn Energy, Diversified Energy Co., Energean,
EnQuest, Harbour Energy, Kosmos Energy, Maurel and Prom, Pharos Energy and Seplat Energy (NSA).
Comparison of overall performance and pay
The Committee has chosen to compare the TSR of the Company’s ordinary shares against the FTSE 250 index. Tullow is
aconstituent of the FTSE SmallCap and has historically shown data versus the FTSE 250. The values indicated in the graph
below show the share price growth plus re-invested dividends for the period 2016 to 2025 from a £100 hypothetical holding
of ordinary shares in Tullow Oil plc and in the indices.
2016 2017 2018 2019 2020 202520242022 20232021
Tullow
FTSE 250
Total shareholder return
200
150
50
100
0
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2025 – 67
Annual Report on Remuneration continued
Comparison of overall performance and pay continued
The total remuneration figures for the CEO during each of the last 10 financial years are shown in the tables below. The total
remuneration figure includes the annual bonus based on that year’s performance (2016 to 2025). TIP awards are based on
the performance period ending in the relevant year (2016 to 2025). The annual bonus payout and TIP award, as a percentage
of the maximum opportunity, are also shown for each of these years.
Year CEO
Single figure of
total
remuneration
TIP vesting (%
of maximum)
Annual bonus
payout (%
of maximum)
LTIP payout (%
of maximum)
2025 Ian Perks
1
£485,430 n/a 38.7% n/a
2025 Rahul Dhir
2
£156,706 n/a 38.7% 0%
2024 Rahul Dhir £1,285,173 17.25 % n/a n/a
2023 Rahul Dhir £1,388,910 27% n/a n/a
2022 Rahul Dhir £1,419,400 30% n/a n/a
2021 Rahul Dhir £1,860,806 51% n/a n/a
2020 Rahul Dhir
3
£686,519 20% n/a n/a
2020 Dorothy Thompson
4
£418,452 n/a n/a n/a
2019 Dorothy Thompson
4
£37,704 n/a n/a n/a
2019 Paul McDade £986,706 0% n/a n/a
2018 Paul McDade £2,759,684 60% n/a n/a
2017 Paul McDade
5
£1,416,281 40% n/a n/a
2017 Aidan Heavey
5
£1,717,276 40% – n/a
2016 Aidan Heavey £2,893,232 39% – n/a
1. For 2025, total remuneration is shown for Ian Perks from the commencement of his appointment as Chief Executive Officer on 15 September 2025.
2. For 2025, total remuneration is shown for Rahul Dhir for the period he held the office of Chief Executive Officer until 14 February 2025.
3. For 2020, total remuneration is shown for Rahul Dhir from the commencement of his appointment as Chief Executive Officer on 1 July 2020.
4. For 2020, total remuneration is shown for Dorothy Thompson for the period she served as Executive Chair, i.e. 1 January 2020 to 8 September 2020.
For 2019, the amount shown is the Executive Chair fee pro rata for the period 9 December 2019 to 31 December 2019. Dorothy Thompson did not
participate in any incentive plans whilst serving as Executive Chair.
5. For 2017, total remuneration figures are shown for Aidan Heavey based on the period he served as Chief Executive Officer and for the transition period
up to 31 October 2017, and for Paul McDade from 27 April 2017 when he commenced his role as Chief Executive Officer.
Remuneration report continued
Strategic report Corporate governance Financial statements Supplementary information
68 – Tullow Oil plc Annual Report and Accounts 2025
Additional statutory information – percentage change in remuneration for Executive and
Non-Executive Directors
The table below shows the percentage change in each of the Directors’ salary, benefits and bonus between the financial
years in question and the year prior, compared to that of the average for all employees of the Group.
% change from 2024 to 2025 % change from 2023 to 2024 % change from 2022 to 2023 % change from 2021 to 2022 % change from 2020 to 2021
Salary
/fees Benefits Bonus
Salary
/fees Benefits Bonus
Salary
/fees Benefits Bonus
Salary
/fees Benefits Bonus
Salary
/fees Benefits Bonus
Executive Directors
Rahul Dhir
1
-86.3% -97.6% -89.6% 7.8% -13.0% -23.7% 3.4% 38% -8.6% 2.0% 193% -40.0% 99.0% 379.0% 232.0%
Richard Miller
2
20.0% 17.2% 31.8% 7.0% 35.9% -28.9% n/a n/a n/a n/a n/a n/a n/a n/a n/a
Ian Perks
3
100% 100% 100% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Non-Executive Directors
Mike Daly
4
n/a n/a n/a -100.0% -100.0% n/a -58.0% 1,345.0% n/a 0.0% n/a n/a -19.0% n/a n/a
Sheila Khama
5
-41.7% -32.0% n/a 0.0% 10.2% n/a 0.0% -10.0% n/a 0.0% n/a n/a 0.0% -100.0% n/a
Genevieve Sangudi
6
-8.3% 11.0% n/a 0.0% 9.6% n/a 8.0% -28.0% n/a 14.0% 1,051.0% n/a 0.0% -100.0% n/a
Martin Greenslade
7
-8.3% 18.0% n/a 0.0% 1,425.2% n/a 14% 1,044% n/a 3.0% n/a n/a 8.0% n/a n/a
Mitchell Ingram
8
-8.3% 24.0% n/a 0.0% 86.6% n/a 0.0% -31.0% n/a 0.0% n/a n/a 295% n/a n/a
Phuthuma Nhleko
9
-8.3% 0.6% n/a 0.0% -22.0% n/a 0.0% 46% n/a 2,607% n/a n/a n/a n/a n/a
Roald Goethe
10
17.3% 59.0% n/a 18.9% 7.4% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Rebecca Wiles
11
0% 14.7% n/a 92.6% 59.2% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Average
employees
12
-2.4% 11.5% 7.5% 0.9% 3.7% n/a 3.3% 5.6% -14.9% 5.4% 5.7% (1 1.7 % ) 2.8% 7.0% 119.9%
1. Rahul Dhir stepped down from the Board on
14February 2025.
2. Increase in salary for Richard Miller reflects
hisadditional allowance in respect of his role
as Interim CEO during the year.
3. Ian Perks was appointed as Chief Executive
Officer on 15 September 2025.
4. Mike Daly stepped down from Board in 2024.
5. Sheila Khama stepped down from the Board
on 1 August 2025.
6. Genevieve Sangudi stepped down from the
Board on 1 December 2025.
7. Martin Greenslade stepped down from the
Board on 1 December 2025.
8. Mitchell Ingram stepped down from the Board
on 1 December 2025.
9. Phuthuma Nhleko stepped down from the
Board on 1 December 2025.
10. Appointed as Chair of Board on 1 December
2025.
11. Rebecca Wiles was appointed Chair of the
Remuneration Committee on 8 April 2026.
12. Fluctuation in the average employee is due
to all the Board changes that have occurred
during 2025.
CEO pay ratio 2025
Year Method
25th
percentile
pay ratio
Median pay
ratio
75th
percentile
pay ratio
2025 A 4:1 3:1 2:1
2024 A 10:1 7:1 5:1
2023 A 11:1 8:1 5:1
2022 A 12:1 8:1 6:1
2021 A 16:1 10:1 8:1
We have calculated the CEO pay ratio using the methodology described as ‘Option A’ in the Regulations, as we recognise
that this is the most statistically accurate form of calculation.
For each UK employee¹ the Single Total Figure of Remuneration (STFR) has been calculated as a summation of base pay,
other cash allowances, benefits, employer pension contributions receivable during the year ended 31 December 2025 and
cash bonus payable and value of share awards to be granted for the 2025 performance year. The STFR at 25th percentile is
£119,972, £171,403 at median and £229,743 at 75th percentile. The wages component at 25th percentile is £103,775,
£126,765 at median and £203,600 at 75th percentile.
1. All STFRs have been based on a full-time equivalent and annualised to provide a dataset for the full year 31 December 2025.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2025 – 69
Annual Report on Remuneration continued
CEO pay ratio 2025 continued
In setting both our CEO remuneration and the remuneration structures for the wider UK workforce, we have adopted a
remuneration structure which includes the same core components for employees at all levels (base pay, benefits, pension,
cash bonus and share awards). Whilst all employees receive a base salary commensurate to the Company’s position in the
market, the differences exist in the quantum of variable pay achievable by our Executive Directors and SLT; at these levels
there is a greater emphasis placed on variable pay given their opportunity to impact directly on Company performance.
Based on this distinction, and taking into account Company performance in a particular financial year and the impact on
variable pay, the Committee believes that the median pay ratio is consistent with and reflective of the wider pay, reward
and progression policies impacting our UK employees. The Committee will continue to monitor longer-term trends.
Relative importance of spend on pay
The following table shows the Group’s actual spend on pay for all employees relative to tax and retained profits.
Staff costs have been compared to tax expense and retained profits in order to provide a measure of their scale
compared to other key elements of the Group’s financial metrics.
2024 2025 % change
Staff costs (£m) 67.5 55.3 (18)%
Tax expense (£m)
1
208.9 50.5 (76)%
Retained profits (£m)
1
(1,788.9) (1,725.0) 4%
1. Voluntary disclosure.
Share awards granted during 2025
Director
Award type
Grant date
Face
value of
the award
Share price
used to
determine
award
Shares
awarded
% vesting at
threshold
performance
% vesting at
maximum
performance
Ian Perks LTIP 3.10.2025 £725,000 10.68p 6,788,390 25% 100%
Richard Miller LTIP 28.03.2025 £1,000,000 15.34p 6,519,755 25% 100%
For the 28 March 2025 grant, the share price was determined by the average closing price in the five business days
preceding the grant date. For the 3 October 2025 grant, the spot share price was used.
For Richard Miller’s 2025 LTIP award, 50% of the awards are based on TSR performance relative to an industry peer group
and 50% based on absolute TSR targets. Performance for these awards will be measured over the period 1 January 2025
to 31 December 2027. The target ranges are set out below.
Metric
Weighting
Threshold Maximum
Relative TSR vs TSR comparator group
1
50% Median Upper quartile
Absolute TSR 50% 60p 77p
Straight-line vesting between threshold and maximum
For Ian Perks’ 2025 LTIP award, 50% of the awards are based on TSR performance relative to an industry peer group, and
50% based on absolute TSR targets. Performance for these awards will be measured over the period 15 September 2025
to 14 September 2028. The target ranges are set out below.
Metric
Weighting
Threshold Maximum
Relative TSR vs TSR comparator group
1
50% Median Upper quartile
Absolute TSR 50% 36p 47p
Straight-line vesting between threshold and maximum
1. The TSR comparator group for all 2025 awards comprised the following companies: Africa Oil, BW Energy, Capricorn Energy, Diversified Energy Co.,
Energean, EnQuest, Harbour Energy, Kosmos Energy, Maurel and Prom, Pharos Energy and Seplat Energy (NSA).
Remuneration report continued
Strategic report Corporate governance Financial statements Supplementary information
70 – Tullow Oil plc Annual Report and Accounts 2025
UK SIP shares awarded in 2025 (audited)
The UK SIP is a tax-favoured all-employee plan that enables UK employees to save out of pre-tax salary. Quarterly
contributions are used by the plan trustee to buy Tullow Oil plc shares (partnership shares). The Group funds an award
of an equal number of shares (matching shares). The current maximum contribution is £150 per month. Shares held in
theplan for five years will be free of income tax and national insurance, as well as capital gains tax if retained in the plan
until sold. Details of shares purchased and awarded to Executive Directors under the UK SIP are as follows:
Director
Shares
held 01.01.25
Partnership
shares
acquired
in year
Matching
shares
awarded
in year
Total shares
held 31.12.25
(including
dividend
shares)
Dividend
shares
acquired
in the year
SIP
shares that
became
unrestricted
in year
1
Total
unrestricted
shares held at
31.12.25
Richard Miller 17,963 – – 17,963 – 8,890 17,963
1. Unrestricted shares (which are included in the total shares held at 31 December 2025) are those which no longer attract a tax liability if they are
withdrawn from the plan; they include all types of shares including partnership, matching and dividend shares.
Details of outstanding share awards to Executive Directors
Director
Award grant
date
Share price
on grant
date
As at
01.01.25
Granted
during the
year
Exercised
during the
year
As at
31.12.25
Earliest date
shares can
be acquired
Latest date
shares can
be acquired
Richard Miller
1
14.02.19 226.30p 33,906 – – 33,906 14.02.22 14.02.29
13.03.20 10.91p 152,518 – – 52,818 13.03.23 13.03.30
15.03.21 60.48p 59,117 – – 59,117 15.03.24 15.03.31
14.03.22 49.14p 240,848 – – 240,848 14.03.25 14.03.32
30.09.22 42.22p 71,056 – – 71,056 30.09.25 30.09.32
08.12.22 37.22p 39,979 – – 39,979 08.12.25 08.12.32
13.03.23 32.00p 280,576 – – 280,576 13.03.26 13.03.33
28.06.23 27.74p 2,726,460 – – 2,726,460 13.03.28 13.03.33
11.03.24 27.10p 338,652 – – 338,652 11.03.27 11.03.34
11.03.24 27.10p 3,491,620 – – 3,491,620 11.03.29 11.03.34
28.03.25 15.34p – 6,519,755 – 6,519,755 28.03.30 28.03.35
Ian Perks
2
03.10.25 10.68p – 6,788,390 – 6,788,390 03.10.30 03.10.35
1. The awards granted in 2022 and in March 2023 are Non-Executive Director ESAP and TIP awards. The awards granted in June 2023 and March 2024
areExecutive Director LTIP grant for the 2023-2025 performance period with performance conditions attached. The award granted in March 2025
isExecutive Director LTIP grant for the 2025-2027 performance period with conditions attached.
2. The awards granted in October 2025 is Executive Director LTIP grant for the 2025-2027 performance period with performance conditions attached.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2025 – 71
Annual Report on Remuneration continued
Details of Directors’ interests
The interests of the Directors (all of which were beneficial), who held office during FY 2025, are set out in the table below:
Ordinary shares held
% of salary
under 2023
Remuneration
Policy
shareholding
guidelines
1
TIP
awards
LTIP
awards
Deferred
share
awards Buy-out awards SIP
SIP
total
01.01.25 31.12.25 Unvested Vested Unvested Unvested Unvested Vested Restricted Unrestricted
31.12.25
Executive Directors
Rahul Dhir
2
1,706,900 1,706,900 49.76% – 3,843,069 5,268,968 – 6,000,000 – – –
Richard
Miller
3
89,500 89,500 27.04% 280,576 487,29 6 12,737,835 788,515 – – – 17,963 17,963
Ian Perks n/a 0 0% n/a n/a 6,788,390 – – – – – –
Non-Executive Directors
Sheila
Khama
4
39,970 39,970 – – – – – – – – – –
Genevieve
Sangudi
5
100,000 100,000 – – – – – – – – – –
Martin
Greenslade
5
60,000 60,000 – – – – – – – – – –
Mitchell
Ingram
5
50,000 50,000 – – – – – – – – – –
Phuthuma
Nhleko
5
142,500 142,500 – – – – – – – – – –
Roald
Goethe
6
24,759,396 28,259,396 – – – – – – – – – –
Rebecca
Wiles – – – – – – – – – – – –
1. Calculated using share price of 15.338p at year end, excluding awards remaining subject to performance conditions. Under the Company’s shareholding
guidelines, each Executive Director is required to build up their shareholdings in the Company’s shares to at least 400% of their current salary. Further
details of the minimum shareholding requirement are set out in the Remuneration Policy report.
2. Stepped down as CEO on 14 February 2025.
3. For the purposes of the percentage of salary under 2023 Remuneration Policy shareholding guidelines, Richard Miller’s vested, untaxed awards have
been reduced by his hypothetical tax rate to ensure for the purposes of the calculation that they are treated on a like-for-like basis as the ordinary
shares. The values present in the vested columns are the full untaxed awards.
4. Stepped down from the Board on 1 August 2025.
5. Stepped down from the Board on 1 December 2025.
6. Roald Goethe holds 400,000 Senior Notes due 2026.
Executive Director and Non-Executive Director terms of appointment
Director
Year
appointed
Number of
complete
years on
the Board
1
Date of
current
engagement
commenced
Expiry of
current
term
Ian Perks
2
2025 0 15.09.25 n/a
Richard Miller 2023 3 01.01.23 n/a
Rebecca Wiles 2023 2 28.06.23 27.06.26
Roald Goethe
3
2023 2 24.02.23 23.02.29
1. Complete number of years is calculated between the original appointment to the Board to the end of the current financial year.
2. Ian Perks was appointed as Chief Executive Officer on 15 September 2025.
3. Roald was appointed as a Non-Executive Director on 24 February 2023 and as the Chair of the Board on 1 December 2025.
Remuneration report continued
Strategic report Corporate governance Financial statements Supplementary information
72 – Tullow Oil plc Annual Report and Accounts 2025
In the case of each Non-Executive Director, the appointment is renewable thereafter if agreed by the Director and the
Board. The appointment of any Non-Executive Director may be terminated by either party on three months’ notice.
There are no arrangements under which any Non-Executive Director is entitled to receive compensation upon the early
termination of their appointment.
The details of the service contracts of the Executive Directors and the letters of appointment of the Non-Executive
Directors are available for inspection at the Company’s registered office.
Implementation of policy for Executive Directors for 2026
The Remuneration Policy will be implemented during 2026 as follows:
• Executive Director salary levels will not be increased for 2026.
• Pension provision will remain 15% and 10% of salary for Ian Perks and Richard Miller respectively (workforce aligned).
• 2026 annual bonus opportunity for Ian Perks and Richard Miller with a maximum opportunity 150% of salary.
Performance measures and targets will be disclosed in the 2026 Annual Report.
• LTIP award for Ian Perks and Richard Miller with a maximum opportunity of 250% of salary. Awards will vest following
theachievement of critical milestone-based objectives linked to the successful refinancing of the November 2028
bonds and absolute TSR. The specific targets are deemed to be commercially sensitive and have not been disclosed
atthis time.
• No changes will be made to the Chair, nor the Non-Executive Director fees from 2025 levels.
Governance
Remuneration Committee members, independence, meetings and attendance
The members of the Committee from 1 January 2025 to 1 December 2025 are listed on page 49. Genevieve Sangudi,
Mitchell Ingram and Martin Greenslade stepped down from the Committee on 1 December 2025. On 8 April 2026,
Rebecca Wiles joined the Committee as its Chair. Roald Goethe continues to be a member of the Committee.
EuanShirlaw will be appointed to the Committee when he joins the Board on 1 May 2026, at which time Roald Goethe
willstepdown from the Committee.
All previous and current members of the Committee were and are independent Non-Executive Directors with
noday-to-day involvement with the business or any personal financial interest, except as shareholders, in the matters
toberecommended.
The number of scheduled meetings held during the year and the attendance by each member is shown in the table
onpage 49. There was one unscheduled meeting attended by all Committee members to discuss Executive
Directorremuneration.
The CEO and Director of Business Services attend Committee meetings to provide business context and performance
updates and from time to time other members of the SLT will also be invited to attend. However, no member of the SLT
ispresent when their own remuneration is determined. The Company Secretary acts as Secretary to the Committee.
The Company Secretary is available to assist the members of the Committee as required, ensuring that timely and
accurate information is distributed accordingly.
Advice received during 2025
The Committee received external advice from Deloitte LLP (Deloitte) during 2025, who was appointed by the Committee
in2022. Deloitte is a member of the Remuneration Consultants Group and is a signatory to its Code of Conduct. During the
year Deloitte also provided global mobility and payroll services. Fees (ex VAT) paid to Deloitte for advice to the Remuneration
Committee during 2025 amounted to £54,850. Deloitte has no other connections to Directors that affect its independence.
The Committee evaluates the services provided by external advisers and is satisfied that the advice received from Deloitte
wasobjective and independent.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2025 – 73
Annual Report on Remuneration continued
Governance continued
Activities of the Committee during 2025
A summary of the main Committee activities during 2025 are set out on page 61.
Shareholder voting at the AGM
At last year’s AGM on 22 May 2025 the remuneration-related resolutions received the following votes from shareholders:
2025 Annual Statement and Annual Report on Remuneration
Total number of votes % of votes cast
For 739,632,877 94.84%
Against 40,223,466 5.16%
Total number of votes % of ISC votes
Total votes cast (for and against) 779,856,343 53.38%
Votes withheld 742,049
2023 Remuneration Policy
Total number of votes % of votes cast
For 890,988,764 98.60%
Against 12,691,569 1.40%
Total number of votes % of ISC votes
Total votes cast (for and against) 903,680,333 62.43%
Votes withheld 631,953
Remuneration report continued
Strategic report Corporate governance Financial statements Supplementary information
74 – Tullow Oil plc Annual Report and Accounts 2025
Directors’ Remuneration Policy report
This section of the report sets out the Remuneration Policy (the Policy) for Executive and Non-Executive Directors, which
will be put forward for shareholder approval at the 2026 AGM on 10 June 2026. The Committee intends that the Policy will
come into effect from the date of the AGM and will apply for a period of up to three years.
Policy overview
The principles of the Remuneration Committee are to ensure that remuneration is linked to Tullow’s strategy and promote
the attraction, motivation and retention of the highest quality executives who are key to delivering sustainable long-term
value growth and the achievement of critical priorities aligned to stakeholders’ interests.
Directors’ Remuneration Policy
Element
Purpose and link
tostrategy Operation
Maximum opportunity/performance
measures
Base salary
To provide an
appropriate level of
fixed cash income.
To attract and retain
individuals with the
personal attributes,
skills and experience
required to deliver
ourstrategy.
Generally reviewed annually. Base salaries will
be set by the Committee taking into account:
• The scale, scope and responsibility
oftherole.
• The skills and experience of the individual.
• The base salary of other employees,
including increases awarded to the wider
population.
• The base salary of individuals undertaking
similar roles in companies of comparable
size and complexity. This may include
international oil and gas sector companies
or a broader group of FTSE-listed organisations.
Any increases to current Executive
Director salaries will not normally
exceed the average increase awarded
to other UK-based employees.
Increases may be above this level in
certain circumstances, for instance if
there is an increase in the scale, scope
orresponsibility of the role or to allow
thebase salary of newly appointed
Executives to move towards market
norms as their experience and
contribution increase.
Pension &
benefits
To attract and retain
individuals with the
personal attributes,
skills and experience
required to deliver our
strategy.
Defined contribution pension scheme or
salary supplement in lieu of pension. The
Company does not operate or have any
legacy defined benefit pension schemes.
Medical insurance, income protection and life
assurance. Additional benefits may be
provided as appropriate.
Executive Directors may participate in the
Tullow UK Share Incentive Plan (SIP) and the
Tullow Sharesave (SAYE) Plan.
Pension: Workforce aligned for Executive
Directors (as a percentage of salary).
Employees currently receive an
employer contribution of 10% of salary,
increasing to 15% of salary
for employees over 50.
Benefits: The range of benefits
thatmay be provided is set by the
Committee after taking into account
local market practice in the country
where the Executive Director is based.
No monetary maximum is given for
benefits provided to the Executive
Directors as the cost will depend on
individual circumstances.
Tullow UK SIP and SAYE: Up to HM
Revenue & Customs (HMRC) limits.
Maximum participation levels and
matching levels for all staff, including
Executive Directors, are set by
reference to the rules of the plan
and relevant legislation.
Annual bonus
The executive bonus
scheme rewards
Executive Directors for
achieving financial and
strategic targets in the
relevant year by
reference to operational
targets and individual
objectives.
Targets are set annually and any payout is
determined by the Committee after the year
end based on targets set for the financial period.
The Committee has discretion to amend the
payout should any formulaic output not
reflect the Committee’s assessment of overall
business performance or if the Committee
considers the formulaic outturn is not
appropriate in the context of other factors
considered by the Committee to be relevant.
One-third of any bonus earned may be
deferred into shares, typically for a period
ofthree years. Deferred bonus awards may
take the form of nil-cost options, conditional
awards of shares or such other form as has
asimilar economic effect.
Recovery provision apply (see below).
Maximum opportunity
Up to 150% of salary.
Performance measures
A balanced scorecard of stretching
financial and operational objectives,
linked to the achievement of Tullow’s
long-term strategy, will be used to
assess annual bonus outcomes.
Performance will typically be
measuredover one year.
No more than 25% of the maximum
opportunity will normally be payable
forthreshold performance.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2025 – 75
Element
Purpose and link
tostrategy Operation
Maximum opportunity/performance
measures
Long-Term
Incentives
(LTIP)
The LTIP provides
aclear link between
theremuneration
oftheExecutive
Directors andthe
creation of value
forshareholders by
rewarding the Executive
Directors forthe
achievement ofcritical
priorities aligned to
stakeholders’interests.
Awards are normally made on an annual basis
and normally vest three years from grant
subject to continued employment and the
satisfaction of performance targets. Awards
may be granted in shares or cash at the
discretion of the Committee.
A two-year holding period following LTIP
vesting normally applies to grants to
Executive Directors. In total, this results in a
five-year combined vesting and holding
period.
The Committee has discretion to vary the
formulaic vesting outturn if it considers that
theoutturn does not reflect the Committee’s
assessment of performance or is not
appropriate in the context of other factors
considered by the Committee to be relevant.
Recovery provision apply (see below).
Maximum opportunity
Annual awards of up to 250% of salary.
Performance measures
Performance will typically be measured
over a three-year period.
Performance measures for LTIP awards
mayinclude, but are not limited to, total
shareholder return (TSR), financial
measures and/or strategic measures
(whichmay include ESG measures).
Subject to the Committee’s discretion,
awards will normally vest at no more
than 25% of maximum for threshold
performance, increasing to 100% for
maximum performance.
Shareholding
guidelines
To align the interests
ofmanagement and
shareholders and
promote a long-term
approach to
performance and
riskmanagement.
Executive Directors are normally required to
retain at least 100% of vested post-tax share
awards until a minimum shareholding
equivalent to 400% ofbase salary is achieved
in owned shares.
Unvested share awards (which are no longer
subject to performance conditions) net of
applicable taxes count towards the minimum
shareholding requirement.
Shares included in this calculation are those
held beneficially by the Executive Director
and his or her spouse/civil partner.
50% of the shareholding guideline (i.e. 200%
ofsalary) will need to be retained by Executive
Directors for two years post-cessation.
N/A
Non-Executive
Directors
To provide an
appropriate fee level.
To attract individuals
with the necessary
experience and ability.
To make a significant
contribution to the
Group’s activities while
also reflecting the time
commitment and
responsibility of
therole.
The Chair is paid an annual fee and the
Non-Executive Directors are paid a base fee
and additional responsibility fees, for example
for the role of Senior Independent Director or
for chairing a Board Committee.
Fees are normally reviewed annually.
Each Non-Executive Director is also entitled
to a reimbursement of necessary travel and
other expenses including associated tax costs.
Non-Executive Directors do not participate in
any performance-related pay scheme and are
not eligible to join the Group’s pension schemes.
Non-Executive Director remuneration is
determined within the limits set by the
Articles of Association.
There is no maximum prescribed fee
increase, although fee increases for
Non-Executive Directors will not
normally exceed the average increase
awarded to Executive Directors.
Increases may be above this level
ifthere is an increase in the scale,
scope or responsibility of the role.
Remuneration report continued
Directors’ Remuneration Policy report continued
Directors’ Remuneration Policy continued
Strategic report Corporate governance Financial statements Supplementary information
76 – Tullow Oil plc Annual Report and Accounts 2025
Operation of incentive plans
The Committee will operate the LTIP and deferred bonus in accordance with the plan rules, Listing Rules and HMRC
ruleswhere relevant. The Committee, consistent with market practice, retains discretion over a number of areas relating
to the operation and administration of the plans in relation to senior management, including Executive Directors.
Theseinclude (but are not limited to) the following (albeit with the level of award restricted as set out in the Directors’
Remuneration Policy):
• Who participates.
• The timing of grant of awards and/or payment.
• The size of awards and/or payment.
• Whether awards are granted and/or settled in shares or cash.
• Choice of performance measures applicable to LTIP awards.
• Discretion relating to the measurement of performance in the event of a change of control or reconstruction.
• Determination of a good leaver (in addition to any specified categories) for incentive plan purposes and a good
leaver’streatment.
• Adjustments to awards required in certain circumstances (e.g. rights issues, corporate restructuring and special dividends).
• The ability to adjust existing performance conditions for exceptional events so that they can still fulfil their
original purpose.
Deferred bonus and LTIP shares may accrue additional shares in respect of the value of dividends paid during the period
beginning with the date of grant and ending with the date of vesting (this payment may assume that dividends had been
reinvested in Tullow shares on a cumulative basis).
In addition to the LTIP and deferred bonus, Executive Directors are also eligible to participate in the UK SIP or any
otherall-employee share plans on the same terms as other employees. All-employee share plans do not operate
performance conditions.
Performance measures for annual bonus and LTIP awards
The choice of the performance metrics and range of targets applicable to the annual bonus plan for Executive Directors
reflect the Committee’s belief that any incentive compensation should be appropriately challenging and tied to both
thedelivery of robust performance relating to the Group’s financial key performance indicators and, where appropriate,
specific individual/strategic objectives (including ESG objectives). Performance metrics applicable to the LTIP are
selected to support Company strategy and provide shareholder alignment. Targets applying to the annual bonus and
LTIPare reviewed annually, based on a range of internal and external reference points. Performance targets are set to
bestretching but achievable, with regard to the particular strategic priorities and business environment in a given year.
Legacy remuneration
For the avoidance of doubt, the Committee reserves the right to make any remuneration payments and/or payments
forloss of office (including exercising any discretions available to it in connection with suc