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Diversified Energy Company PLC
2024 Annual Report
For the Year Ended December 31, 2024
Table of Contents

| Page
Strategic Report | 1
A Differentiated Business Model | 1
Geographic Operating Areas | 1
Key Facts | 1
Strategy | 2
Key Performance Indicators | 3
Our Business | 5
Sustainability Review | 6
Financial Review | 23
Risk Management Framework | 32
Viability and Going Concern | 35
Corporate Governance | 37
The Chairman’s Governance Statement | 37
Governance Framework | 37
Our Approach to Governance | 40
Board of Directors & Senior Management | 42
Directors’ Report | 45
The Nomination & Governance Committee’s Report | 50
The Audit & Risk Committee’s Report | 52
The Remuneration Committee’s Report | 57
The Sustainability & Safety Committee’s Report | 78
Group Financial Statements | 81
Independent Auditors’ Report to the Members of Diversified Energy Company PLC | 82
Consolidated Statement of Comprehensive Income | 91
Consolidated Statement of Financial Position | 92
Consolidated Statement of Changes in Equity | 93
Consolidated Statement of Cash Flows | 94
Notes to the Group Financial Statements | 95
Company Financial Statements | 137
Company Statement of Financial Position | 137
Company Statement of Changes in Equity | 138
Notes to the Company Financial Statements | 139
Additional Information (Unaudited) | 142
Payments to Governments Report | 142
Alternative Performance Measures | 144
Officers and Professional Advisors | 147
Glossary of Terms | 148

We have prepared our financial statements and the notes thereto in accordance with UK-adopted international accounting standards and IFRS as issued
by the International Accounting Standards Board. To provide metrics that we believe enhance the comparability of our results to similar companies,
throughout this Annual Report, we refer to Alternative Performance Measures (“APMs”). APMs are intended to be used in addition to, and not as an
alternative for the financial information contained within the Group Financial Statements, nor as a substitute for IFRS. In APMs within this Annual
Report , we define, provide calculations and reconcile each APM to its nearest IFRS measure. These APMs include “adjusted EBITDA,” “net debt,” “net
debt-to-adjusted EBITDA,” “total revenue, inclusive of settled hedges,” “adjusted EBITDA margin,” “free cash flow,” “adjusted operating cost per Mcfe,”
“employees, administrative costs and professional services,” and “PV-10.”

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Table of Contents | Diversified Energy Company PLC 2024 Annual Report | Strategic Report

Strategic Report

| Page
A Differentiated Business Model | 1
Geographic Operating Areas | 1
Key Facts | 1
Strategy | 2
Key Performance Indicators | 3
Sustainability Review | 6
Financial Review | 23
Risk Management Framework | 32
Viability and Going Concern | 35

Overview of Our Business
Diversified Energy Company PLC (the “Parent” or “Company”) and its wholly owned subsidiaries (the
“Group,” “DEC,” or “Diversified”) is an independent energy company engaged in the production,
transportation and marketing of natural gas, natural gas liquids and crude oil.
Our proven business model creates sustainable value in today's energy markets by investing in producing assets, reducing emissions and improving asset
integrity while generating significant, hedge-protected cash flows. We acquire, optimize, produce and transport natural gas, natural gas liquids and oil from
existing wells then retire our wells at the end of their life to optimally steward the resource previously developed by our peers, reducing the environmental
footprint, while sustaining important jobs and tax revenues for many local communities. While most companies in our sector are built to explore and develop new
reserves, we fully exploit existing reserves through our focus on safely and efficiently operating existing wells to maximize their productive lives and economic
capabilities, which in turn reduces the industry’s footprint on our planet.
A Differentiated Business Model
Our business model is unique among the natural gas and oil industry in that we do not rely on capital-intensive drilling and development . Rather, our
stewardship model focuses on acquiring existing long-life, low-decline producing wells and, at times, their associated midstream assets, and then
efficiently managing the assets to improve or restore production, reduce unit operating costs, improve operational safety, reduce emissions and
generate consistent free cash flow before safely and permanently retiring those assets at the end of their useful lives.
Daily Operating Priorities
Our guiding daily principles underline our commitment to value creation without compromising the safety of employees. These principles - Safety,
Production, Efficiency and Enjoyment - drive the success of our business model. Our workforce gives precedence to these principles in their daily work.
Geographic Operating Areas
Appalachian Region
The Appalachian Region spans Pennsylvania, Virginia, West Virginia, Kentucky, Tennessee and Ohio and consists of two productive unconventional shale
formations, along with numerous conventional formations . We entered the Appalachian Region in 2001 and currently operate within the Marcellus Shale
and the slightly deeper Utica Shale, as well as many conventional formations.
Central Region
Our Central Region includes parts of Texas, Louisiana and Oklahoma, and is home to a number of asset rich natural gas and oil formations. We entered
the Central Region in 2021 and currently operate within the Haynesville, Bossier, Cotton Valley, Barnett and Mid Continent plays.
Key Facts for 2024

Net Loss | Total Revenue | Adjusted EBITDA Margin(a) | Adjusted EBITDA(a)
$87 million | $795 million | 50% | $472 million
Production Mix | Production | PV-10 Value of Reserves | Asset Acquisitions
84% | natural gas | 244,298 | natural gas (MMcf) | $3.3 | billion(b) | 3 acquisitions
12% | NGLs | 5,980 | NGLs (MBbls) | 4,483,836 | MMcfe | $585 million, gross
4% | oil | 1,568 | oil (MBbls) |  |  | $388 million, net
Scope 1 Methane Emissions Intensity | No-Leak Rate on Surveyed Assets | Total Recordable Incident Rate | Reportable Spill Intensity
0.7 | MT CO 2 e/MMcfe | 98% | Group-wide | 0.89 | per 200,000 work hours | 0.08 | oil & water per MBbl

(a) Refer to APMs within this Annual Report for information on how this metric is calculated and reconciled to IFRS measures.
(b) Based on NYMEX strip pricing.

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Strategy
Our growth and ability to generate consistent shareholder returns stems from our unique business model and successful execution of low-risk,
disciplined and proven operating techniques.
1 Acquire long-life stable assets
We practice a disciplined approach to acquire long-life stable assets by targeting low-decline producing assets that are value accretive, high margin and
strategically complementary, while also applying extensive environmental, social, land and legal due diligence.

2024 Achievements |  | Targets for 2025 |
• Completed three acquisitions in our Central Region, including: • Oaktree working interest acquisition for gross consideration of $410 million and net consideration of $222 million , contributing approximately $66 million MMcfepd to 2024 revenue. • Crescent Pass acquisition for gross consideration of $106 million and net consideration of $98 million, contributing approximately $10 million MMcfepd to 2024 revenue. • East Texas II acquisition for gross consideration of $69 million and net consideration of $68 million, contributing approximately $5 million MMcfepd to 2024 revenue. |  | • Successfully merge assets acquired in the recently completed acquisition of Maverick Natural Resources, LLC (“Maverick”) to build scale and achieve synergies. • Effectively integrate acquisitions into our existing operations, ensuring seamless transitions and alignment with our strategic objectives to drive growth and maximize synergies. • We will continue our disciplined acquisition strategy, targeting assets that meet our strict investment standards. • We will maintain liquidity rigor, ensuring we are well-positioned to capitalize on market opportunities as they emerge. • Our growth strategy will prioritize expanding in complementary and synergistic ways, while building strong partnerships with development-focused producers in our key operating regions. |

Link to Risks: | 1 2 4 | Link to KPIs: | 1 5

2 Operate our assets in a safe, efficient and responsible manner
Our operational strategy and success is closely aligned with the culture we created with our daily operational priorities. Our team embodies these
priorities through our Smarter Asset Management (“SAM”) program, working tirelessly to ensure the safe delivery of clean, affordable and reliable
energy.

2024 Achievements |  | Targets for 2025 |
• Annual production of 791 MMcfepd. • Exit rate of 864 MMcfepd. • Adjusted EBITDA margin of 50%. • Achieved a 98% no-leak rate on surveyed assets. • LTIR of 0.38 per 200,000 work hours, a decline of 63% year-over- year. |  | • We will remain committed to our daily operating priorities: Safety, Production, Efficiency, and Enjoyment. • Our dedication to responsible stewardship remains steadfast. We will focus intently on continuous improvement in all aspects of sustainability, striving to exceed our stakeholders’ expectations. • We will continue to prioritize the SAM program to sustain margins, mitigate natural declines, and leverage expense efficiency opportunities. |

Link to Risks: | 1 2 4 5 6 7 | Link to KPIs: | 3 4 5 6 7

3 Generate Reliable Free Cash Flow
Our business model is inherently designed to generate free cash flow. Furthermore, we aspire to make cash flows predictable and reliable so we can
consistently generate shareholder return, pay down debt, fund acquisitive growth, and accomplish our sustainability goals and ambitions.

2024 Achievements |  | Targets for 2025 |
• Repaid $206 million in asset-backed debt securitizations. • Repurchased 1,638,030 shares, representing $21 million in shareholder value above and beyond the $84 million in dividend distributions. • $151 million gain on settled derivative instruments. • Recorded $8 million in coal mine methane revenues. • Divested certain non-core undeveloped acreage across our footprint for a total of $59 million . |  | • We will continue our effective hedging strategy to protect cash flows. Additionally, we will capitalize on accretive market opportunities to elevate our hedge book floor. • We will continue to apply our Smarter Asset Management program to maintain low decline rates across our producing assets and review opportunities to optimize both core and non-core assets. • We will remain dedicated to prudent cash flow growth through accretive acquisitions that complement our existing asset base. |

Link to Risks: | 1 2 3 4 7 | Link to KPIs: | 1 2 3 4 5

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Table of Contents | Diversified Energy Company PLC 2024 Annual Report | Strategic Report

4 Retire assets safely and responsibly
At the end of a well’s economic life, our safe and systematic asset retirement program ensures wells are permanently retired and well sites are
responsibly restored to their natural condition. Our retirement program underscores our strong commitment to a healthy environment, the surrounding
community, our neighbors , and state regulatory authorities.

2024 Achievements |  | Targets for 2025 |
• Expanded our asset retirement operations to 18 teams and 18 rigs. • Retired 202 DEC-owned wells in the Appalachian Region and a further 13 DEC-owned wells in our Central Region, surpassing our goal to retire 200 wells in 2024 and exceeding our collective state commitments in Appalachia. • Additionally, we retired 85 third party-owned wells in the Appalachian Region, including 51 state and federal orphan wells and 34 for third party operators, bringing the total wells retired by the Next LVL team to 287 wells. |  | • We will continue to safely retire wells, aiming to exceed state asset retirement program commitments by identifying and retiring wells at the end of their productive lives. • We will continue to leverage the benefits of vertical integration through our expanded internal asset retirement capacity. • We will maintain constructive and collaborative dialogue with states and industry associations to innovate and ensure best practices in well retirement. |

Link to Risks: | 1 2 4 5 6 | Link to KPIs: | 2 4 5 6

Key Performance Indicators
In assessing our performance, the Directors use key performance indicators (“KPIs”) to track our success against our stated strategy. The Directors
assess our KPIs on an annual basis and modify them as needed, taking into account current business developments. The following KPIs focus on
corporate and environmental responsibility, consistent cash flow generation underpinned by prudent cost management, low leverage and adequate
liquidity to protect the sustainability of the business.
Refer to APMs within this Annual Report for information on how these metrics are calculated and reconciled to IFRS measures.
1 Net Debt-to-Adjusted EBITDA

| 2024 | 2023 | 2022
Net debt-to-pro forma adjusted EBITDA | 3.0x | 2.2x | 2.4x

During 2024 our leverage ratio increased to 3.0x primarily due to financing the majority of our acquisitions with debt . We actively manage our balance
sheet and seek to maintain a long-term leverage ratio of approxima tely 2.5x.

Link to Strategy: | 1 3 | Link to Risks: | 1 3 4 5 6 7

2 Adjusted EBITDA Margin

| 2024 | 2023 | 2022
Adjusted EBITDA Margin | 50% | 52% | 49%

T otal revenue, inclusive of settled hedges and adjusted EBITDA decreased 10% and 14%, respectively, in 2024 , while adjusted EBITDA margin
remained relatively consistent at 50%. The decrease in total revenue, inclusive of settled hedges was primarily due to a decrease in the average realized
sales price, lower production, a decline in hedge settlement gains, and normal declines. The decrease in adjusted EBITDA was driven by a decrease in
commodity pricing and lower production.

Link to Strategy: | 3 4 | Link to Risks: | 1 2 3 4 5 6 7

3 Adjusted Operating Cost per Mcfe

| 2024 | 2023 | 2022
Adjusted Operating Cost per Mcfe | $1.78 | $1.76 | $1.77

Adjusted operating cost per Mcfe for 2024 was $1.78 , an increase of 1% compared with 2023. This increase was primarily due to higher employees,
administrative costs and professional services due to investments made in staff and systems and costs related to litigation expense.

Link to Strategy: | 2 3 | Link to Risks | 1 4 5 6

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4 Net Cash Provided by Operating Activities

| 2024 | 2023 | 2022
Net Cash Provided by Operating Activities (in millions) | $346 | $410 | $388

Net cash provided by operating activities for 2024 was $346 million, a decrease of 16% compared with 2023. This decrease was due to the decrease in
total revenue resulting from decreases in pricing and production. However, this was partially offset by changes in working capital, which generated $50
million less in cash outflows compared to 2023 .

Link to Strategy: | 2 3 4 | Link to Risks: | 1 2 3 5 6 7

5 Emissions Intensity

| 2024 | 2023 | 2022
Emissions Intensity (MT CO 2 e/MMcfe) | 0.7 | 0.8 | 1.2

Realized a 13% year-over-year reduction in Scope 1 methane emissions intensity, achieved through investments in leak detection technologies,
replacing natural gas-driven pneumatics with instrument air or solar solutions, and enhanced aerial emissions surveillance in our Central Region.

Link to Strategy: | 1 2 3 4 | Link to Risks: | 2 5

6 Meet or Exceed State Asset Retirement Goals

| 2024 | 2023 | 2022
DEC-owned well retirements(a) | 215 | 222 | 214
Wells retired by Next LVL | 287 | 383 | 262

(a) DEC wells inclusive of 13, 21 and 14 Central Region wells retired during 2024, 2023 and 2022, respectively .
A total of 215 DEC-owned wells, including 13 in the Central Region, were retired across our operating footprint, surpassing our goal to retire 200 wells
and exceeding our collective state commitments in Appalachi a. Additionally, Next LVL Energy plugged a total of 287 wells in Appalachia , including 202
DEC-owned wells and 85 third party-owned wells consisting of 51 state and federal orphan wells and 34 for third party operators.

Link to Strategy: | .4. | Link to Risks: | 2 4 5

7 Safety Performance

| 2024 | 2023 | 2022
TRIR (per 200,000 work hours) | 0.89 | 1.28 | 0.73
LTIR (per 200,000 work hours) | 0.38 | 1.04 | 0.66
MVA (incidents per million miles) | 0.34 | 0.55 | 0.69

Our 2024 TRIR was 0.89, a 30% improvement from 2023, driven by a foreman-led safety approach, enhanced good catch/near miss reporting, and a
new safety program for short-service field employees. Additionally, our 2024 LTIR was 0.38, reflecting a 63% improvement from 2023, attributable to
the same initiatives.
Moreover, our 2024 MVA rate was 0.34, a 38% improvement from 2023. This improvement was primarily due to specific actions taken to enhance
performance and accountability, including the implementation of vehicle telemetric monitoring.

Link to Strategy: | .2 . | Link to Risks: | 5 6

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Our Business
History & Development of the Business
We are an independent energy company focused on natural gas and liquids production, transportation, marketing and well retirement, primarily located
within the Appalachian and Central regions of the United States. We were incorporated in 2014 in the United Kingdom, and our predecessor business
was co-founded in 2001 by our Chief Executive Officer, Robert Russell (“Rusty”) Hutson, Jr., with an initial focus on primarily natural gas and oil
production in West Virginia. In recent years, we have grown rapidly by capitalizing on opportunities to acquire and enhance producing assets and by
leveraging the operating efficiencies that result from economies of scale. As of December 31, 2024, we have completed 27 acquisitions since 2017 for a
combined purchase price of approximately $3.1 billion. In addition, on March 14, 2025, we completed our previously announced acquisition of Maverick
for a gross purchase price of approximately $1,275 million .
Throughout our history, we have prioritized sustainability and efficiency in our operations. Recognizing the global reliance on natural gas, we emphasize
the importance of responsible ownership and environmental stewardship in managing natural gas and crude oil wells and pipelines. Our proven track
record of acquiring, integrating and responsibly operating assets reflects this commitment. With our focus on efficient and environmentally sound energy
production, we are well-positioned to assist in meeting national and global energy demands.
Other Information
We were incorporated as a public limited company with the legal name Diversified Gas & Oil PLC under the laws of the United Kingdom on July 31, 2014
with the company number 09156132. On May 6, 2021, we changed our company name to Diversified Energy Company PLC.
Our registered office is located at 4th Floor Phoenix House, 1 Station Hill, Reading, Berkshire United Kingdom, RG1 1NB. In February 2017, our shares
were admitted to trading on the AIM Market of the London Stock Exchange (“AIM”) under the ticker “DGOC.” In May 2020, our shares were admitted to
the premium listing of the Official List of the Financial Conduct Authority and to trading on the Main Market of the LSE. With the change in corporate
name in 2021, our shares listed on the LSE began trading under the new ticker “DEC.” In December 2023, the Group’s shares were admitted to trading
on the New York Stock Exchange (“NYSE”) under the ticker “DEC.” Following the changes to the UK Listing Rules on July 29, 2024, the Company
continues to remain listed on the new equity shares (commercial companies) category of the Official List of the Financial Conduct Authority. As of
December 31, 2024, the principal trading market for the Group’s ordinary shares was the LSE.
Our principal executive offices are located at 1600 Corporate Drive, Birmingham, Alabama 35242, and our telephone number at that location is +1 205
408 0909. Our website address is www.div.energy. The information contained on, or that can be accessed from, our website does not form part of this
Annual Report . We have included our website address solely as an inactive textual reference.
Business Overview
Our Business Model
• Acquire - We maintain a disciplined approach to evaluating opportunities to ensure that we only pursue thos e properties that possess a consistent
asset profile. We target existing long-life, stable assets with synergistic opportunities that produce predictable and stable cash flows, are value
accretive, margin enhancing and strategically complementary.
• Optimize - The primarily mature nature of the assets we acquire provides us with a portfolio of low-cost optimization opportunities. These
optimization activities, applied through our internally developed SAM program, are strategically important as they aid in offsetting natural
production declines, creating expense efficiency and reducing emissions.
• Produce - Our culture makes the difference as our team of industry veterans strive to efficiently produce as many units as possible in a safe and
environmentally responsible manner, aligning safety, environmental and financial best interests.
• Transport - We seek to acquire midstream systems into which we are a large producer and more fully integrate those assets into our upstream
portfolio to provide immediate and long-term synergies.
• Retire - We embrace our commitment to be a responsible operator of existing assets. With safety and environmental stewardship as top priorities,
we design our asset retirement program to permanently retire wells that have reached the end of their producing lives. Between 2022 and 2024,
we made investments that allowed us to expand our asset retirement capabilities through a series of acquisitions.
Our Strengths
• Low-risk and low-cost portfolio of assets
• Long-life and low-decline production
• High margin assets that leverage significant scale, supported by owned midstream and asset retirement infrastructure, along with an internal
product marketing team
• A management and operational team with extensive experience
• Proven history of successfully consolidating and integrating acquired assets
Outlook
Looking ahead, we will continue to prudently manage our long-life, low-decline asset portfolio and the consistent cash flows they generate. We plan to
maintain our hedging strategy to safeguard cash flow. Our goal is to retain our strategic advantages through purposeful growth, employing a disciplined
acquisition strategy that secures low-cost financing to support acquisitive growth while maintaining low leverage and prudent liquidity. Additionally, we
intend to stay proactive in our sustainability efforts by continuing to allocate capital to future sustainability initiatives.

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Sustainability Review
We are committed to addressing key environmental issues f rom our operations , as well as relevant social issues for the people across our operations,
while upholding the values and principles upon which we were founded. We adhere to high operating standards with a strong focus on environmental
protection, employee health and safety, and positive community engagement.
We proudly accept the responsibility and privilege of being part of the solution to the significant challenges of our nation’s energy, environment, and
economic security. By providing a reliable supply of abundant domestic energy from assets with a smaller environmental footprint than newly drilled
wells, we support our nation’s energy security. We invest in and implement measures to reduce emissions at our facilities, produce differentiated natural
gas through industry-recognized emissions detection, measurement, and mitigation processes, and retire orphan wells for several states, contributing to
environmental best practices. Additionally, we provide affordable and sustainable domestic energy, direct and indirect employment, mineral royalties,
and support tax revenues for the communities where we operate, contributing to economic prosperity, opportunity, and security.
We invite you to explore our annual Sustainability Report, typically released in the second calendar quarter, to gain insights into our actions aimed at
identifying, improving, and monitoring our sustainability efforts focused on planet, people, and principles. Our Sustainability Reports are available on our
website at www.div.energy.
Our Approach to Sustainability
Our sustainability strategy is anchored on the pillars of prudent risk management, asset integrity, employee safety, environmental protection, and
emissions reduction. We integrate sustainability and safety into our operational strategy across our upstream, midstream, and well retirement activities
by implementing data-driven practices and programs to drive collaboration and innovation, inform decision-making, and optimize our daily actions. This
approach is rooted in our differentiated stewardship model, which prioritizes a comprehensive, life-cycle approach to managing our assets, coupled with
a commitment to sustainability leadership and transparent reporting of our actions. Our leadership and transparency have been recognized through
various accolades, including:
• OGMP 2.0: Achieved the Gold Standard Pathway designation for the third consecutive year.
• ESG Awards: Received shortlist honors for our 2023 Sustainability Report in two categories - ESG Report of the Year and Carbon Footprint ESG
Performance of the Year.
• MSCI: Awarded a AA-rating for our actions and disclosures for the second consecutive year.
An important aspect of our approach is consistent engagement with our stakeholders, seeking their input and keeping them apprised of progress against
our sustainability ambitions. One key component of that engagement is our periodic stakeholder materiality assessment, last updated in 2023 and
inclusive of input from a broad range of internal and external stakeholders. Through this assessment and ongoing engagement throughout the year, we
gain a better understanding of the issues that matter most to our stakeholders and, therefore, where we should continue to direct our sustainability and
stewardship strategies and efforts. Recognizing the relevance to stakeholders of our sustainability activities, we intentionally link certain environmental
and safety commitments to our debt capital financings and executive compensation strategies, as described in Sustainability-Linked Borrowings and
Remuneration Policy, respectively, within this Annual Report.
Protecting Our Environment
We carried the momentum of our previous years’ Scope 1 methane intensity reductions into 2024, where we further reduced methane emissions
through several key initiatives:
• Investing in Technology: We deployed fit-for-purpose leak detection and quantification technologies for ongoing voluntary leak detection and
repair (“LDAR”) inspections.
• Innovative and Collaborative Efforts: We replaced natural gas-driven pneumatics with site-specific instrument air or solar solutions.
• Expanding Surveillance: We broadened aerial emissions surveillance across our Central Region asset locations.
Additionally, we significantly expanded our application of the Xplorobot direct measurement quantification technology, focusing on obtaining attaining
actual emission measurements to replace the use of theoretical emission factors. These collective actions resulted in a year-end Scope 1 methane
intensity of 0.7 MT CO 2 e per MMcfe, representing a 13% reduction from the prior year end.
We remain vigilant in monitoring the evolving regulatory landscape for emissions reporting, particularly in the U.S., where new and forthcoming federal
and state regulations may alter emissions accounting methods and introduce new categories of reported emissions. These new categories could
potentially increase our future reported emissions despite our ongoing reduction efforts.
As we adapt to these regulatory updates, we continue to explore opportunities to expand our lower carbon projects, such as coal mine methane
capture. The evolving landscape of lower carbon projects not only helps reduce emissions but also presents opportunities for generating and selling
alternative energy credits.
In 2024, our environmental stewardship efforts also focused on knowledge sharing, best practices, innovative solutions, and technological
advancements in water consumption, waste management, spill prevention, and biodiversity initiatives.
For more details on our emissions reduction activities and to explore the Group’s climate-related risks and opportunities, refer to the Climate Report
within this Annual Report. Alternatively, you can review our standalone Sustainability Report on our website at www.div.energy (expected to be
published in the second quarter of 2025).
Supporting Our Employees
Safety - No Compromises is our utmost daily priority . We increased our efforts in 2024 to advance several safety improvement initiatives. A key step
was the creation of a multi-departmental and geographically diverse Safety Strategy Task Force. Through the actions of this task force, we:
1. Developed a monthly foreman-led safety approach focused on meaningful team interactions and improved the quality and quantity of good catch
amnesty reporting.
2. Improved accountability through vehicle telemetric monitoring.
3. Enhanced recognition programs emphasizing strong safety leadership.

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4. Collaboratively created a new safety expectations program for short-service field employees.
The success of these efforts is best measured by the improvements in our personal and driver safety KPIs. Our TRIR, LTIR, and MVA recorded across-
the-board improvements compared to year-end 2023 and outperformed our current year’s compensation-based stretch targets.
We are dedicated to creating a workplace that attracts and retains a talented staff by offering competitive salaries and meaningful benefits. We strive to
foster a unified company culture, provide equitable growth and development opportunities, and create a collaborative and enjoyable work environment
where all employees feel valued and supported. Our OneDEC approach drives a culture of operational excellence by integrating people and standardizing
processes and systems. This approach supports and encourages company-wide initiatives by ensuring alignment of our corporate and sustainability
goals with individual or collaborative actions, backed by financial investment and well-understood principles and policies.
Workforce Composition
As of December 31, 2024, the majority of our workforce consisted of production employees, including those in upstream, midstream, and asset
retirement field roles. All other positions, such as back office, administrative, and executive roles, are classified as production support roles. Our entire
workforce is based in the United States, in alignment with our U.S.-based assets.

| December 31, 2024 | December 31, 2023
| # | % | # | %
Female | 19 | 2% | 16 | 1%
Male | 1,168 | 98% | 1,198 | 99%
Production employees | 1,187 |  | 1,214 |
Female | 182 | 45% | 167 | 43%
Male | 220 | 55% | 222 | 57%
Production support employees | 402 |  | 389 |
Total employees | 1,589 |  | 1,603 |

As of December 31, 2024, our Senior Management team, comprising the executive committee and their direct reports (excluding the Executive Director),
consisted of 92 em ployees. This group included 36 females (39%) and 56 males ( 61%).
Serving Our Communities
We play a vital role in supporting communities across our 10-state operational footprint. By providing employment opportunities with competitive
salaries and excellent benefits, as well as contributing state and local tax revenues, royalty payments, and other direct and indirect investments, we
significantly impact the economies of these states and positively affect the communities where we operate.
We believe that with the privilege and social license to operate comes the responsibility to support the communities in which we live and work. Central
to our community engagement efforts is a focus on driving volunteerism and corporate philanthropy through our 1,589 employees, who intimately
understand the challenges faced by their local communities. To facilitate these efforts, we have established a dedicated, employee-led Community
Relations Committee aimed at fostering thriving environments in our communities.
In 2024, through numerous community outreach efforts and other corporate initiatives, we directly contributed approximately $2.1 million to support
community enrichment, STEM-based education, student athlete related ventures and opportunities, workforce development, and environmental
initiatives. Additionally, in the last year alone, we have supported our communities and operational areas through the more than $1 billion in
contributions to the U.S. GDP when considering both the direct and ancillary impacts of our operations.
Climate Risk and Resilience Report (“Climate Report”)
Climate Relevance at Diversified
As a responsible steward of the environment, Diversified firmly believes that it is possible to simultaneously support both climate and energy security for
our nation and the globe, via lower-carbon, reliable, and affordable energy that is inclusive of natural gas and oil production. To achieve this position
and thus sustain an economy that can continue to thrive and compete on the global stage, we support a balanced mix of cleaner hydrocarbons and
other energy sources which collectively advance a lower carbon footprint.
Our ongoing Smarter Asset Management initiatives continue to evolve, intentionally prioritizing methane reduction due to its greater potential for
atmospheric warming. In 2021, the Group launched several specific initiatives aimed at reducing methane emissions intensity. Since then, we have
achieved a reduction of over 50% in our Scope 1 methane intensity (vs. 2020 baseline), and we continue to actively collaborate both internally and with
technology partners to further decrease these emissions.
We are seeing the intended results of our dedicated emission reduction efforts, driven by our long-standing business model that has valued optimizing
the operational and environmental performance of our asset portfolio. We recognize, however, the longevity of this cleaner energy, climate-focused
journey. Thus, while we have no current plans to amend our business model, we remain committed to reviewing and evolving, as may be warranted,
our future climate strategies, supported by actions which advance our underlying climate objectives while continuing to deliver long-term value for our
stakeholders.
Disclosures and Assurance
This Climate Report is consistent with the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”) (former), with the
exception of Scope 3 emissions, and in line with the Financial Conduct Authority’s Listing Rule 6.6.6. This report also reflects the guidance provided in
the TCFD Annex, Section C, “Guidance for All Sectors” and Section E, “Supplemental Guidance for Non-Financial Groups”, related to the Energy sector.
This Climate Report and Annual Report should be read in conjunction with our separately published 2024 Sustainability Report, where both such reports
will be available on our website at www.div.energy. Together, these year-end reports provide a transparent, complementary review of Diversified’s
strategy, business model and results on material ESG and broader sustainability issues.

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Scope 1 and 2 greenhouse gas (“GHG”) emissions data for calendar year 2024 as reported herein are being assured by ISOS Group Inc. (“ISOS”), who
is providing moderate Level II (limited) assurance in accordance with the AccountAbility 1000 Assurance Standard v3. When completed, refer to ISOS’
independent assurance letter as presented in the Appendix of our 2024 Sustainability Report for more information on the scope and findings of the
assurance.
Governance - From the Wellhead to the Boardroom
By employing both top-down and bottom-up strategies, our robust governance framework integrates a focus on sustainability and climate across the
entire organization. This includes engagement, ownership and accountability at every level.
Climate-related Governance Framework

Board of Directors ( 10 meetings in 2024) Promotes value creation and long-term success of the Group through oversight of corporate strategy and business model, including climate and other ESG-related factors.
Sustainability & Safety Committee (six meetings in 2024) Evaluates climate and energy transition-related issues to inform the Board’s climate decision-making and monitors climate public policy trends and related regulatory matters. | Audit & Risk Committee ( five meetings in 2024) Ensures climate risk is properly identified, assessed and managed through enterprise risk management processes and potential climate impacts are appropriately considered in company financial models. | Nomination & Governance Committee (three meetings in 2024) Oversees corporate governance structure of the Board, ensuring a balance of climate knowledge and other ESG-related factors are considered when seating a diverse Board and formulating succession plans. | Remuneration Committee ( three meetings in 2024) Ensures Sustainability KPIs, including achievement of GHG emission reduction targets, are included in compensation programs, and reviews and approves annual progress of the same.
Chief Executive Officer Assumes primary responsibility for delivering the Group’s climate and related energy strategy and communicating progress of the same to investors and other stakeholders.
Executive Management Oversees development, execution, assessment and reporting or climate, environmental and sustainability initiatives, including related operational and financial impacts of these initiatives.
Business Departments and Advisory Working Groups Actively collaborates and seeks to promote continuous improvement and best practice application in day-to-day operations in support of the Group’s climate and sustainability targets and goals.
Progression of Oversight & Guidance | Progression of Response & Reporting

Board Oversight
As a whole and through its independent committees, the Board oversees the long-term success, viability and value creation of our business through its
oversight of our strategy, business model and risk profile, which includes, in part, climate-specific risk management and mitigation, climate goal setting
and progress, and new climate-related commercial opportunities as they may arise. The Board recognizes that the world’s approach to climate and
decarbonization can represent both operational and financial risks to the Group. Thus, climate-related topics are often addressed at Board meetings, and
we have established corporate-level KPIs related to sustainability and climate. Further during 2024, the Board received targeted climate training from
outside counsel that included updates on final, currently proposed and potentially forthcoming US and UK climate-related regulations with respect to
GHG emissions reporting; environmental risks, financial impacts, and materiality; carbon credit generation and trading mechanisms; and general
governance perspectives.
During 2024, the Board convened 10 times where climate-related topics were brought before the Board by executive management and the chair of each
Board committee, as applicable. Our current climate-related risk appetite and associated opportunity set directly impacted Board-level climate
discussions during the year, including decisions on acquisitive growth and strategy, emissions reduction and management practices, technology
innovation, executive compensation linked to climate objectives, risk management and mitigation, and regulatory and legislative risk.
The Board’s knowledge of climate and its impact on business is informed, in part, by the following experiences of one or more of its members:
• Chair of ESG or EHS board committees for third-party companies;
• Advisor and/or assurance provider regarding climate risk management, emissions monitoring, sustainability strategies, leak detection and repair,
and clean air and climate regulation;
• Author of guiding principles on climate for a US independent federal government agency;
• Annual climate and sustainability training through U.S. National Association of Corporate Directors;
• Stakeholder engagement inclusive of investors, financial institutions, and legal and public relations experts;
• Executive advisor and lead resource in production and publication of corporate ESG and sustainability reports;

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• Lead resource to plan and deliver corporate seminars covering the energy transition, climate, ESG activism and related disclosure;
• Legal advisor to corporates in oil & gas, renewable energy, natural resources and mining, and early-stage technology;
• Corporate board- and management-level engagement regarding climate risk and mitigation in line with the company’s risk management
framework; and
• Service on the Disclosure Review Committee, including climate disclosures using the TCFD framework.
For more information on Board composition and its members’ skills and qualifications, refer to Board of Directors within this Annual Report.
All committees of the Board have a unique role to play in our sustainability and climate journey. The full Board takes the work of these fully independent
committees into account in considering and providing guidance on sustainability and climate strategy and objectives for the short-, medium- and long-
term.
Each committee’s charter includes appropriate climate-related risk and opportunity responsibilities in its respective duties, as can be found in the
committees’ respective charters on our website at www.div.energy. On an annual basis, the Board reviews each of these committee charters and
approves our corporate sustainability and climate policy positions and commitments, all of which are posted on our website and in climate disclosures
included within this Annual Report.
The Sustainability & Safety Committee (“Sustainability Committee”) has an active oversight of the Group’s approach to evaluation of all issues relating to
climate risk, including (i) operational climate mitigation and adaptation plans and actions, (ii) changes in policy and regulation, and (iii) other global,
macro-level developments relating to the energy transition. Importantly, our Board chair serves as a member of this Sustainability Committee.
For more information on the climate-related activities of the Sustainability Committee in 2024, refer to the Sustainability & Safety Committee’s Report
within this Annual Report.
Management Oversight
Management remains abreast of climate-related issues through (i) its knowledge of our industry, business environment and ongoing operating activities,
(ii) frequent interactions with both internal and external stakeholders, including senior leaders in the Group, state and national regulators and investors,
and (iii) engagement with vendors, industry associations and benchmarking groups where current trends and best practice operating standards and
emissions reductions solutions are shared.
Climate-related responsibilities are assigned to management-level positions according to each individual’s area of responsibility and contribution to our
overall corporate strategy. The Group has appointed a Senior Vice President of Sustainability who, alongside the Executive Vice President of Operations
and the Senior Vice President of EHS, regularly attends the Committee’s meetings to address current and emerging risks and opportunities within the
areas of sustainability and climate. Leadership employees and certain of their direct reports also have climate-linked objectives within their remuneration
packages.
For more information on executive remuneration linked to climate, refer to the Remuneration Committee’s Report within this Annual Report.
The Chief Executive Officer assumes ultimate responsibility for the delivery of the Group’s climate and energy strategy, as approved by the Board and
inclusive of addressing identified climate-related risks and opportunities. With the support of executive and senior management teams, this responsibility
includes asset portfolio reviews (such as opportunities for expansion or alternative uses of the portfolio), capital investments and allocations, regulatory
and policy considerations, and approach to a lower carbon climate including emission reduction targets and goals. Specific actions and outcomes related
to these responsibilities were brought before the Board and its committees, accordingly, during the year.
The President and Chief Financial Officer ensures our corporate approach and response to climate is integrated into respective capital and operating
programs and stakeholder communications. This responsibility is addressed and undertaken through the relative actions of the remaining Executive
Management team whose unique roles support our climate goals and performance.
The Senior Vice President of Sustainability plays a key role in advising the Board and management on various climate-related matters such as climate
regulation and disclosure, supporting corporate GHG emission reduction initiatives, and liaising with both internal and external stakeholder groups about
climate-related commitments and actions.
Collaborative Team Oversight
Environmental management and energy transition topics are deeply embedded into our company’s culture and collaborative daily actions, as climate
impact is recognized as a key strategic consideration across multiple business functions and departments. For example, we have trained and equipped
100% of our well tenders to become LDAR technicians. Since our company’s inception, finding and repairing leaks has been a priority for Diversified as
we seek to support our customers’ energy needs while simultaneously positively impacting our climate in delivering a lower-carbon energy solution to
the market. Furthermore, at an operational level, we seek to maintain optimized well tender routes to increase efficiency and reduce driving time, thus
reducing vehicle emissions.
See the Climate-Focused Sustainability table below for a broader view of the roles that individual departments play in ensuring climate considerations
remain at the forefront of our daily actions, inclusive of transparent reporting of corporate climate risk and resilience.

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CLIMATE-FOCUSED SUSTAINABILITY
Executive Oversight | Area of Operation | Areas of Responsibility and Action
President & Chief Financial Officer | Accounting, Treasury & Finance | Climate budget and impact modelling; climate risk and awareness in corporate ERM process; asset retirement obligation accounting and reporting; risk insurance and sustainability-linked financings
Information Technology | Accessible dashboards to monitor LDAR efforts; real-time monitoring of potential environmental/climate impacts
Investor Relations | Stakeholder transparency on climate targets and progress
Internal Audit | Oversight and tracking of climate risk mitigation actions
Chief Legal & Risk Officer | Land & Legal | National, state and local climate public policy monitoring and engagement; land management opportunities for energy transition development
Executive Vice President- Operations | Upstream(a) | Emissions detection, repair and reduction; wellhead optimization; equipment and efficiency upgrades
Midstream(a) | Emissions detection, repair and reduction; compression conversion or elimination; measurement and monitoring of production flows
Asset Retirement(a) | End of life (Group) and orphan/abandon (third-party) well plugging and site restoration
Environmental, Health & Safety | Marginal Abatement Cost Curve (“MACC”)-driven emission reduction project management; emerging technology field testing and trials; ESG- and climate-minded contractor selection and management; emissions tracking
Gas Control | 24/7 monitoring for early detection of potential climate impacting circumstances
Chief Human Resource Officer | Human Resources | Sustainability-linked compensation
Facilities Management | Fleet management and efficiencies; waste management and recycling
Executive Vice President- Marketing | Marketing | Sale of environmentally differentiated produced natural gas; delivery point sales management
Executive Vice President- Business Development | Business Development | Climate and water consumption due diligence at time of acquisition consideration

(a) Direct field operations; all other Areas of Operations reflected above represent back-office or administrative support.
We do not have a single internal sub-committee or department dedicated to advancing sustainability and climate initiatives. Rather, these initiatives are
driven by the collaborative daily efforts of our teams. We have also created unique, cross-functional advisory focus groups to address specific climate
initiatives such as pneumatics conversions, business development due diligence, or spill prevention. These focus groups engage regularly and are
comprised of geographically and departmentally diverse employees across the organization that support our sustainability and climate actions and drive
daily progress against related targets and goals. The executive or senior level advisors of these focus groups are the same individuals who participate in
Board and/or Sustainability & Safety Committee meetings, thus ensuring the work of these groups is progressed to the Board level.
Strategy - Maintaining Progress
In support of both climate and business resiliency, we remain focused on reducing near-term methane emissions while advancing other low carbon
initiatives.
Decarbonization strategies and programs
Our climate strategy centers on reducing methane emissions as a key part of our practical approach to decarbonizing our operations. In 2023 and seven
years ahead of schedule, we achieved our 2030 target to reduce Scope 1 methane intensity by 50% (versus a 2020 baseline). In 2024, we continued to
progress our decarbonization strategy and methane reductions through multiple avenues, including but not limited to:
• Ongoing voluntary leak detection and quantification programs;
• Fit-for-purpose replacement, or ultimate retirement, of natural gas-driven pneumatic devices;
• Expanded use of actual emission measurements as compared to default emission factors;
• Field testing and adoption of new or emerging technologies and applications; and
• Internally-developed, innovative methane reduction projects as part of our proven Smarter Asset Management program.
Tackling methane slip and methane leak quantification remained key goals in 2024 as we advanced our efforts toward achieving Level 5 of OGMP 2.0
recognition. We partnered with several specialized technology companies as we continued to identify and apply new technologies that can help quantify
and reduce methane slip. Equally, we expanded the use of Xplorobot, and other complementary technologies, for completing highly efficient leak
surveys and quantification of emissions.
We also continued to explore new opportunities that allow us to leverage our asset portfolio, skills, and expertise in ways that extend beyond our
traditional business model, such as our expansion into the adjacent market of Coal Mine Methane capture. Capturing coal mine methane delivers
multiple benefits for both the environment and shareholders, as we eliminate the release of methane into the atmosphere while generating cash flows
through additional gas sales and the associated sale of Alternative Energy Credits generated through this capture program.
In 2025 and beyond, continued advancement of these and other programs and opportunities could be significantly enhanced by securing federal grants,
which the Group has actively sought. One such grant is a $5 million U.S. Department of Energy and U.S. Environmental Protection Agency award
recently given to Pioneer Energy Partners (“Pioneer”) and Diversified to adapt Pioneer’s existing Emission Control Treater™ technology to eliminate
inefficient venting at marginal conventional wells, which we expect to test in our East Texas operations. This work will allow us to demonstrate how

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more efficient, high-performance solutions provide the opportunity for Diversified to continue as a leader with our stewardship approach to managing
mature producing assets. While the recent U.S. presidential election and related changes in government administration may alter the expected timing or
quantum of these funds, this project is just one example of how we are consistently pursuing new technology to reduce emissions while improving
efficiencies per our Smarter Asset Management approach to operations.
Climate-Related Risks & Opportunities
We continue to evolve and refine our approach to climate-related risks and opportunities (“CRROs”). As in prior years, and with the support and input of
an independent global consultancy, we identified these CRROs through workshops with Diversified executive and senior leadership and through research
of both U.S. peer and international energy companies. We subsequently high-graded our CRROs based on the likelihood of their occurrence and the
potential financial impact, as measured by net asset value (“NAV”) and free cash flow, they might have on our business in the short-, medium- and
long-term.
The tables below show our most significant transition risks, physical risks, and transition opportunities, as defined by the greatest likelihood of
occurrence and/or highest financial impact. Refer also to Scenario Analysis below within this Climate Report for consideration of the Group’s portfolio
resilience to multiple future climate scenarios.

Timeframe: | S | Short-term (2025-2027) | M | Medium-term (2028-2031) | L | Long-term (2032 and beyond)
KPIs: | As defined in Key Performance Indicators within in this Annual Report.

Transition Risks
We have linked our highest-rated transition risks to our key performance indicators (“KPIs”) and assessed our business readiness for each CRRO.
Additionally, we have conducted climate scenario modeling to test the resilience of our portfolio against climate-related transition risks. The results of
this scenario analysis are presented in a subsequent section.

RISK CATEGORY Ø |  | MARKET |  | TECHNOLOGY |  | POLICY & LEGAL
Risk |  | Consumer Sentiment | Capital Access |  | Alternative Energies |  | Regulation/Cost of Carbon
Timeframe |  | M .. L | S .. M .. L |  | M .. L |  | M .. L
Description |  | The risk of a reduction in customer demand for fossil fuel products arises from changes in consumer preferences. | Global transition actions or expectations drive US market actions at a faster rate or different path than the Group's expectation, impeding access to capital or increase the cost of capital to finance corporate growth. |  | Faster than expected adoption or lower cost of alternative energies outside the Group's preferred opportunity set increase direct competition with fossil fuels. |  | Evolving regulatory environment and associated carbon pricing or fee mechanisms lead to increased operational costs.
KPI Relevance/ Impact |  | 1 2 4 | 1 2 4 |  | 1 4 5 |  | 1 2 3 4 5
Potential Impact on Business and Strategy |  | Reduced revenue resulting from lower demand or sustained decrease in price for products could create stressed assets. In turn, this could impact cash flows, the remaining producing lives and value of our portfolio, and our ability to deliver competitive shareholder returns. | The Group may face increased cost of capital, and reduced or more conditional access to capital, if it is unable to meet evolving investor, societal and regulatory expectations. As a result, the Group may not have sufficient funds to reinvest in its existing assets or to fund growth through capital investments and M&A as outlined in our strategy. |  | Rapid or low-cost advancements in renewable and other lower carbon substitutes can redirect stakeholder interest and reduce available capital, leading to faster-than- expected declines in the use of fossil fuels. The Group must remain diligent to explore and advance potential alternative energies or solutions that support the use, in some way, of fossil fuels. |  | The Group may face more demanding regulatory requirements, increased cost of doing business as a fossil fuel- focused company, or reduced competitiveness versus other forms of energy.

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RISK CATEGORY Ø |  | MARKET |  | TECHNOLOGY |  | POLICY & LEGAL
Current Mitigating Actions |  | • Demonstrated methane intensity improvement delivered through effective emission reduction actions • Scenario analysis of portfolio resiliency provides strategic direction, and natural gas-weighted portfolio projected to remain resilient through the energy transition • Low-cost production offers resilience in lower commodity price environment • Consistent market engagement | • Robust hedging strategy provides financial protection against commodity price volatility, thus offering cash flow availability for reinvestment • ~80% of portfolio currently in fixed rate debt with amortizing payments, offering significant protection in the short/mid- term • ABS financing mechanisms remain readily available, with certain borrowings offering improved rates and financing capacity when sustainability-aligned |  | • Demonstrated investment in leading edge technologies for emissions reduction, equipment conversion • Active technology collaboration, partnerships and leadership • Scenario analysis shows that natural gas plays an important role throughout the energy transition, even in a net zero scenario |  | • Proactively engage in multiple voluntary emissions measurement and reduction initiatives to reduce carbon footprint • Carbon footprint analysis undertaken in M&A process and investment decisions • Participate in field tests and small-scale pilot projects to optimize the prioritization of carbon reduction projects • Actively monitor global and domestic policy and legal developments
Business Readiness |  | Current corporate practices for planning and engagement support key tenet of business model in low-cost production | Hedging and ABS financing are strategic pillars of business model |  | Expanding track record of advancing leading edge solutions supported through scenario analysis |  | Remain proactive in identifying, prioritizing and engaging in carbon reduction initiatives to minimize carbon-related fees

Physical Risks
Leveraging the analysis we completed in 2023 (which can be referenced in our 2023 Sustainability Report as found on our website at www.div.energy),
we re-examined our exposure to four key physical risks with the most potential to impact our operations - extreme rainfall, hurricanes, water stress and
heat stress. Our relative exposure to these physical risks was measured as a function of the percent of Diversified's projected 2040 operated production
in high or extremely high-risk areas as identified in our analysis.

Physical Risk |  | % of Projected 2040 Operated Production in High or Extreme Risk Areas
Acute Risk | Extreme Rainfall | 77%
| Hurricanes | 8%
Chronic Risk | Water Stress | 28%
| Heat Stress | 42%

Our 2024 assessment showed that extreme rainfall, water stress and heat stress continue to present a moderate to high impact risk potential to our
operated portfolio. Given our understanding of the physical risks to which our assets are exposed, we do not expect any one individual risk identified
below to be material to the business in the short, medium or long-term, largely as a function of the geographic dispersion of our asset base.
We maintain a strong, proactive culture of emergency preparedness to support a prompt and effective response in the event of an emergency. This
preparedness includes localized operational response plans as well as corporate business continuity and crisis communication plans that take effect, as
and when warranted, based on the nature and severity of the climate event. Our emergency preparedness is a direct reflection of a corporate culture
that supports prioritizing the safety and protection of both personnel and assets.

RISK CATEGORY Ø |  | ACUTE |  | CHRONIC
Risk |  | Extreme Rainfall |  | Water Stress | Heat Stress
Geography Potentially at Risk |  | 79% of total operated proved reserves (risk applicable to asset portfolio, except in Oklahoma and Alabama where extreme rainfall was categorized as less than high) |  | 28% of total operated proved reserves (risk applicable to asset portfolio, except in Virginia, West Virginia, Kentucky, Tennessee, Alabama, and Louisiana where water stress was categorized as less than high) | 38% of total operated proved reserves (risk applicable to asset portfolio, except in Pennsylvania, Alabama, and Louisiana where heat stress was categorized as less than high)
Timeframe |  | S .. M .. L |  | M .. L | M .. L
Description |  | Excessive rainfall and the associated risk of flooding represent the highest risk to our assets in the Appalachia Basin in 2040, especially in Kentucky, Ohio and West Virginia, where our exposure is characterized as extreme. |  | Water stress is a moderate chronic physical risk for our overall portfolio in 2040, though a high risk in particular for our assets in Texas and Oklahoma | Heat stress, considered from the perspectives of personnel and infrastructure, is likely to have a moderate-to-high impact on our portfolio, with the highest exposure in Oklahoma, Kentucky, West Virginia and Virginia.
KPI Relevance/ Impact |  | 1 2 3 4 |  | 1 2 3 4 6 | 1 2 3 4 7

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RISK CATEGORY Ø |  | ACUTE |  | CHRONIC
Potential Impact on Business and Strategy |  | • Decreased production or damaged infrastructure resulting in lost revenue • Inability of third parties (i.e., processing, gathering & transportation) to receive sales production • Increase in emergency response or capital costs • Supply chain and logistics disruptions and/or cost increases • Decreased portfolio value • Decreased workforce productivity |  | • Increased operating costs and/or change in water-reliant maintenance procedures • Decreased production • Decreased ability to retire assets | • Risks to the health and safety of personnel • Increased operating costs • Decreased workforce productivity
Current Mitigating Actions |  | • 24/7 monitoring centers, with faster response to weather-related disruptions • Equipment maintenance or redundancy • Production re-routing capabilities on expansive owned midstream system • Expansive and diverse supplier network |  | • A business strategy focused on acquisitions rather than water-intensive drilling and development • Seek to minimize freshwater consumption while increasing produced water recycling programs • Maintain appropriate levels of insurance to mitigate losses • Effectuating operating procedures to protect against harsh environments • Inspection and maintenance of safety critical equipment and control systems | • Dedicated programs through EHS and Human Resources to support physical well-being and safety • Effectuating operating procedures to protect against harsh environments • Inspection and maintenance of safety critical equipment and control systems

Climate-Related Opportunities
We believe that efforts to mitigate and adapt to climate change also produce opportunities for growth or changes in business strategies as we seek to
improve our carbon footprint and achieve our climate-related goals. In a similar manner as to climate-related risks, we high-graded the identified
climate-related opportunities based on their relevance to our climate strategy, the likelihood of our participation, and the greatest impact on our short-
to medium-term business model. The table below outlines those high-graded climate-related opportunities.

OPPORTUNITY CATEGORY Ø |  | RESOURCE EFFICIENCY |  | ENERGY USE/ PRODUCTS & SERVICES |  | MARKETS
Opportunity |  | Emissions Detection | Equipment |  | Technology |  | Differentiated Gas Sales | Incentives
Timeframe |  | S .. M .. L | S .. M .. L |  | S .. M .. L |  | S .. M .. L | S .. M
Description |  | Advanced, proactive detection supports emission reduction goals while advancing environmental stewardship. | Equipment upgrades may include replacements of natural gas-driven pneumatics with alternative energy sources and right-sizing or conversion of compression equipment. |  | Pursuit of low-carbon technology collaboration and partnerships in coal mine methane, alternative energy credit generation, waste heat recovery, hydrogen generation, solid oxide fuel cells, and geothermal or other non-fossil methane pilot projects. |  | Differentiated gas includes OGMP Gold Standard or other differentiated gas recognitions which support our efforts to market natural gas with demonstrably lower methane emissions. | Use of public sector or government incentives provides additional capital resources to support actions focused on climate-related risks and opportunities.
KPI Relevance |  | 2 3 4 5 | 2 3 4 5 |  | 2 3 4 5 |  | 2 4 | 1 5

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OPPORTUNITY CATEGORY Ø |  | RESOURCE EFFICIENCY |  | ENERGY USE/ PRODUCTS & SERVICES |  | MARKETS
Potential Impact on Business and Strategy |  | Reduced emissions related to improved efficiencies contribute to increased products available for sales. When coupled with efficiency-driven reductions in fuel and operating costs, this would directly and positively impact revenues and cash flows and therefore opportunities for reinvestment to drive to additional shareholder value. | Replacement or upgrades of inefficient, redundant or excess equipment supports financial position and corporate value through increased revenue and/ or decreased operating costs and satisfies increasing regulatory requirements for reduction of natural gas-driven devices. |  | Application of new, diverse and more efficient technologies supports lower carbon energy pathways and provides enhanced revenue opportunities through the generation of voluntary and regulated carbon credits for own use or sales to third parties. Such technologies also provide opportunities for reduced operating costs and reduced exposure to carbon costs. |  | Differentiated gas offerings to market can generate increased revenue from customers seeking increased levels of transparency on product and emissions actions while also supporting targeted risk management of those assets best suited for continuous monitoring. | Public sector incentives provide ability to accelerate advancement of lower carbon opportunities, particularly in proven or evolving technologies such as fuel cells and waste heat recovery. Such funding carries with it increased levels of transparency on product and emission reduction actions and allows for better response to risks and increased business continuity.
Contributory Actions |  | • Continued investment in improved leak detection and aerial surveillance • Utilize asset management system to monitor equipment lifecycles and identify focus programs • Utilize emissions intelligence digitization and automation, supporting both emissions reporting and project prioritization | • Expanded collaboration and innovation to drive solutions • Continued investment in equipment replacement • Utilize 24/7 Integrated Operations Centers (“IOC”) to identify and respond to potential abnormal events related to equipment |  | • Consistent, proactive monitoring and application (as appropriate) of new, more efficient technologies • Revisiting capital allocation strategies as warranted |  | • Active and expanding use of continuous monitoring devices • Dedicated marketing efforts to expand customer base and/or market engagements | • Active monitoring of grant application processes, leveraging jurisdictional/ geographical diversity for access to funding • Sector engagement and industry collaboration promote awareness of funding opportunities
Business Readiness |  | Current practices coupled with ongoing evaluation for expanded applications | IOC detection and response delivering results; consistently seeking innovative solutions |  | Announced coal mine methane project and actively pursuing, including with collaborative partners, and prioritizing projects accordingly |  | Achieved third consecutive year of OGMP Gold Standard Pathway and consistently evaluating additional differentiation opportunities | Actively pursuing as standalone recipient or as part of a collaborative cohort

Portfolio Resilience
We used climate scenario modeling to test the resilience of our portfolio, in line with the TCFD / IFRS S2 guidance. These scenarios incorporate different
assumptions regarding the progression of the global energy transition, including variations in commodity prices and demand.
Scenario Analysis
We selected three scenarios to test our portfolio climate resilience:
(a) International Energy Agency’s (“IEA”) Stated Policies Scenario (“STEPS”)
(b) IEA Announced Pledges Scenario (“APS”)
(c) Wood Mackenzie’s (“WM”) Accelerated Energy Transition 1.5-degree pathway (“AET 1.5”), a global net zero by 2050 scenario
We summarized key assumptions of each scenario in the table below.

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Key Scenario Assumptions(a) | IEA STEPS | IEA APS | WM AET 1.5
Global temperature outcome in 2100 (°C) | 2.4° | 1.8° | 1.5°
| 2030 Outcome | 2025-2050 CAGR | 2030 Outcome | 2025-2050 CAGR | 2030 Outcome | 2025-2050 CAGR
Oil demand (TJ(b) ) | 195,141,000 | 0% | 178,410,000 | (2)% | 176,796,071 | (5)%
Gas demand (TJ) | 144,673,000 | 0% | 130,208,000 | (2)% | 140,630,753 | (2)%
Coal demand (TJ) | 151,602,000 | (2)% | 134,024,000 | (5)% | 149,421,127 | (7)%
Nuclear (TJ) | 35,845,000 | 2% | 38,587,000 | 3% | 37,122,199 | 4%
Renewables (TJ) | 120,062,000 | 5% | 139,519,000 | 6% | 71,486,029 | 6%
Bioenergy (TJ) | 14,585,000 | 1% | 6,425,000 | 2% | 57,955,725 | 1%
Oil price ($/Bbl) | $81.05 | 0% | $73.87 | (1)% | $53.00 | (3)%
Natural gas price ($/Mcf) | $3.86 | 1% | $3.16 | 0% | $3.66 | 1%
CO 2 emissions (MT) | 36,170 | (1)% | 32,056 | (4)% | 32,867 | Net zero

(a) IEA data for the Stated Policies and Announced Pledges scenarios based on the IEA (2024) World Energy Outlook, www.iea.org/weo, rebased to real 2024 pricing
(b) Total Primary Energy Demand, in Terra Joules (TJ)
Portfolio Impact
We have assessed the potential impact of each scenario on our current portfolio, in terms of NAV change in percent versus our Base Case financial
model. No account is taken of the impact that future acquisitions or divestitures may have on our forward business value and cashflows. The results of
the modeling are shown in the table below, represented by a net change in portfolio value as measured by the net present value of cashflows
discounted at a 10 percent rate (“NPV10”).

Scenario | Portfolio Value Impact (NPV10)
IEA STEPS | 13%
IEA APS | (15)%
WM AET 1.5 | (5)%

The 2024 results showed a potential upside to our NAV under the IEA STEPS scenario. This upside is underpinned by robust U.S. gas prices out to 2050,
including $4.31/MMBtu in 2050. We also continue to demonstrate a conservative approach to financial planning, with our Henry Hub price forecast
assuming forward strip prices through 2030, while staying flat thereafter near $3.60/MMBtu post-2030.
The higher positive NAV change under the STEPS scenario can be attributed to much higher Henry Hub prices than in our Base Case, which when
coupled with Diversified's front-loaded production outlook, significantly increases the value of assets. A summary of the unlevered free cashflows under
each pricing scenario is presented as follows (in millions):
Production volumes between 2025 and 2034 account for over 55% of the total production during 2025-2049. During this timeframe, natural gas prices
are higher in the STEPS scenario, averaging ~$3.75/MMBtu versus an average of ~$3.70/MMBtu under WM AET 1.5. Conversely, WTI prices between
2025 and 2034 average ~$81.50/bbl and ~$54.25/bbl in the STEPS and WM AET 1.5 scenarios, respectively.
Wood Mackenzie's strong outlook for Henry Hub natural gas prices in the AET 1.5 scenario is underpinned by the dynamics of oil and gas fundamentals
in the US, where lower oil prices support natural gas to the upside out to the middle of the next decade.

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Given the market dynamics and our status as a low-cost producer, we are well positioned to sustain profitable operations throughout our portfolio until
2050. Our analysis indicates that even in the most carbon-constrained AET 1.5 scenario, our portfolio would remain resilient and profitable, with free
cash flow remaining positive in the short-, medium- and long term, as shown above.
Unless there are significant changes in the regulatory environment in the near future, we do not expect to see a significant financial impact of climate-
related risks on our near-term cash flows. Post-2030, our conservative commodity price assumptions, used for Diversified’s financial planning and
opportunity screening, position us well to cope with the potential introduction of carbon taxes in the U.S. or falling commodity prices.
Carbon Pricing Considerations
We apply carbon pricing in our business primarily in relation to portfolio investments and project planning in our field-based emission reduction efforts
and in our acquisition target screening. We maintain a database of current and proposed methane reduction projects as part of our MACC to help inform
investments and next steps in our de-methanization efforts.
Carbon pricing for acquisitions is most visible through the metric of carbon and methane intensity. Acquisition targets are pre-screened to determine if
they are accretive or dilutive to Diversified’s current methane intensity. We consider known emission reduction methods as may be applied to the target
assets through our Smarter Asset Management program to determine a pro-forma reduction profile. We then apply cost factors from recent reduction
projects and current market data to attain the forecasted reductions and an expected emission reduction price in U.S. dollars per metric ton of carbon
dioxide equivalent ($/MT CO 2 e).
Risk Management - A Comprehensive Approach
Effective risk identification and control is a key component to the successful execution of our business strategy and objectives.
Our company-wide Enterprise Risk Management (“ERM”) program - developed to improve resilience to anticipated risks, minimize unexpected risks,
support the achievement of strategic objectives, and create sustainable value for our stakeholders – incorporates climate risk, for which our Board-
approved corporate Climate Policy addresses our commitment to lowering the carbon intensity of our produced energy through emission reductions and
other actions. At the same time, we acknowledge that qualifying and quantifying risks is a difficult and evolving exercise due to the uncertainty
surrounding climate impacts and the rapidly and frequently changing regulatory and policy environment.
Risk Management Process

Step 1 - Risk Identification | Step 2 - Risk Assessment | Step 3 - Risk Response | Step 4 - Risk Reporting
• Confirm risk appetite • Consider key business objectives • Affirm risk universe & identify principal risks | • Assess likelihood, impact and velocity • Identify key controls • Consider legal, reputation and business exposure | • Accept or remediate current risk & control environment • Determine corrective action, if needed | • Senior leadership • Executive management • Board of Directors

Risk Identification
Our risk management framework is designed around our risk appetite, as determined by our Board, which seeks to determine the nature and extent of
the risks that the Group is willing to take, or consciously accept, to achieve its strategic objectives. To identify both risks and opportunities, we rely on a
number of avenues, foremost including discussions with business unit leaders and internal subject matter experts across our organization as well as the
experience and expertise of our Board. We actively engage with peers, industry associations and third-party experts with knowledge of current and
emerging industry- or company-specific risks or opportunities.
We also have the opportunity to identify issues with the greatest impact on our business, whether risks or opportunities, through ongoing stakeholder
engagement and our periodic corporate materiality assessment with both internal and external stakeholders. As part of our most recent formal
materiality assessment conducted in 2023, climate and the management thereof was identified by our stakeholders as a top 25 issue for the Group.
As a result of this stakeholder view, in 2024 we updated our register of unique climate-related risks and opportunities that could impact our business
(across all business functions and operating regions) during a series of workshops hosted by the Sustainability group and inclusive of executive and
senior management leadership representing business areas such as upstream and midstream operations, asset retirement, business development,
emissions, policy and regulation, and risk management.
Further, we continuously monitor sustainability performance tracking based on analyses from ESG rating agencies such as MSCI, where these agencies
serve as valuable resources for identifying new risks and related opportunities for improvement in our current risk policies, controls or mitigation actions.
We also consider engagement with and information provided by industry bodies such as the OGMP and the Natural Gas Sustainability Initiative to help
ensure that our approach to climate risk, particularly the decarbonization of our operations, follows best practice.
Risk Assessment
In alignment with the stakeholder views in our 2023 materiality assessment and partially as a function of its potential to also influence several other
Principal Risks, we have delineated Climate as a Strategic Risk within Diversified’s total risk universe.
We recognize that the transition to a lower-carbon future, inclusive of both physical and transition risks, could have significant implications for our
corporate strategy and could negatively impact our financial results due to lower demand and/or lower prices for natural gas and oil. As such, our
corporate finance team provides an assessment of the financial impact of certain climate-related risks on the Group’s financial position and liquidity, as
more fully discussed within the Notes to the Group Financial Statements within this Annual Report. The size and scope of market-related climate risks
are also assessed, quantified and planned for through scenario analysis as detailed in the Strategy section of this Climate Report.
Equally, we recognize that physical risks related to climate variability, such as extreme rainfall, water stress, and heat stress, could impact our
operations. Therefore, the Strategy section also includes more information on the impact of specific acute and chronic physical risks on our portfolio,
including mitigation and adaptation actions.

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Risk Response
As described in part in the Governance section of this Climate Report and depicted below, Climate Risk management begins with the Board’s
responsibility to ensure that Climate Risk is ultimately addressed and mitigated through the Group’s corporate strategy and business model and within
the Board’s risk appetite. Assuming oversight responsibility of Climate Risk on behalf of the Board, the Sustainability & Safety Committee monitors
company performance on operational climate mitigation activities and energy transition adaptation plans by actively engaging with executive and senior
management on these topics. Under the direct oversight of an Executive Risk Owner, a designated Principal Risk Owner is primarily responsible for
identifying and implementing mitigating controls and action plans for managed risks in order to remove or minimize the likelihood and impact of the risk
before it occurs.
Climate Risk Management
As a company, we monitor emerging energy transition trends and shifting conditions in the energy industry – ranging from new climate-related
regulatory requirements to global climate impacts – so that we are prepared to respond accordingly. Such a response may include policy or procedural
changes, or additional resources or training to mitigate the emerging risks.
Our risk management framework includes a system of internal control whereby our Internal Audit group is responsible for annually engaging all Principal
Risk Owners to assess the effectiveness of the risk management and mitigation plans that were developed and deployed.
Risk Reporting
Each Principal Risk is assigned to a Principal Risk Owner, a member of senior management who identifies and develops mitigating controls and future
opportunities for mitigation as part of the risk scorecard process. Throughout the year, the Principal Risk Owner responsible for actively monitoring and
managing the risk is likewise responsible for periodically updating the risk scorecard.
As part of our ERM program, the role of Principal Risk Owner for Climate Risk is assigned to the Senior Vice President-Sustainability. This Risk Owner,
other senior management team members, the Executive Risk Owner, and the CEO regularly engage in risk discussions across all areas of our operations,
ensuring climate-related risks are integrated into the Group’s overall and ongoing risk management considerations, processes and actions. This healthy
dialogue regarding risk creates a culture that highly regards risk mitigation as a way to preserve and create value for our stakeholders. As a standing
invited guest to the Sustainability & Safety Committee meetings of the Board, the Climate Risk Owner also regularly shares with the Committee the
Group’s actions and mitigating activities regarding Climate Risk.
Refer to Risk Management Framework within this Annual Report for additional information.
Metrics & Targets - Identify, Monitor, Improve
We utilize quantifiable measures as a roadmap to align our strategic objectives and decision-making with intentional actions that drive our success.
We remain focused on near-term efforts to reduce the methane intensity of our operations. As shared in the Strategy section of this Climate Report, we
are partnering our daily Smarter Asset Management operational actions with the adoption of technology and the ingenuity and creativity of our teams to
foster cost-effective, innovative solutions to emissions measurement and reduction. While we remain steadfast in our daily operational and
environmental improvement actions, we do so through the lens of an ever-evolving regulatory reporting environment which has the potential in future
periods to increase reported emissions through the addition of new requirements and new source categories not previously reportable. As such, we
continue to monitor those regulations alongside advancing other lower carbon initiatives and evolving technologies, which collectively serve as
guideposts to next steps in our emissions reduction journey.
Climate-Related Metrics and Targets
As reflected below and in more detail within our annual Sustainability Report, we use a variety of metrics to assess the Group’s exposure to climate-
related risks and opportunities as well as the impact of our activities on external stakeholders, society and the planet. In line with certain Sustainability
Accounting Standards Board (“SASB”) reporting guidelines and with proposed disclosures under the IFRS S2 requirements subject to public consultation
prior to potential adoption by the UK government, two primary areas we monitor for climate impacts include GHG emissions and water management.
GHG Emissions
A focus on reducing GHG emissions associated with our operations has long been a part of our Smarter Asset Management operating philosophy and is
directly impacted by the climate-related market and technology transition risks and transition opportunities noted in the Strategy discussion within this
Climate Report. Given their business impact and stakeholder relevance of our emissions profile, our reported Scope 1 and 2 emissions are being assured
again this year (with expected completion in 2Q2025) by independent third-party ISOS Group Inc. The moderate Level II (limited) assurance utilizes the
AccountAbility 1000 Assurance Standard (v3).
Our GHG emissions calculations embed the following assumptions:
• All calculations are as of December 31, 2024;
• All emissions are presented as gross;
• All emissions represent operational control (as if operated for the entire calendar year);

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• Scope 1 emissions are reported as per the U.S. EPA Greenhouse Gas Reporting Program (“GHGRP”), excluding certain Scope 1 fuels which are not
covered by 40 CFR Part 98 Subpart W (“Subpart W”) reporting;
• Scope 2 emissions (location-based) are reported as per the IPCC Guidelines for National Greenhouse Gas Inventories (AR5) as GHGRP does not
contemplate Scope 2 reporting; and
• 2024 emissions include the impact of changes in calculation methodology for pneumatic devices, pneumatic pumps and storage tanks to align with
Subpart W. These changes were not retroactively applied to prior years’ reported emissions.
Excluding the impact of acquisitions during the year, we reduced our year-over-year Scope 1 methane emissions by 20% to 336 thousand metric tons
(“MT”) of carbon dioxide equivalent (“CO 2 e”) and total Scope 1 GHG emissions by 7% to 1,454 thousand MT CO 2 e. These reductions were largely a
function of the maturity and significance of our comprehensive voluntary LDAR programs, where we maintained a 98% no-leak rate, but were also
influenced by changes in calculation methodology for fugitive emissions and storage tanks to align with Subpart W reporting requirements.
Total Scope 1 GHG emissions increased 2% year over year to 1,593 thousand MT CO 2 e when including the impact of 2024 acquisitions. While total
Scope 1 methane emissions experienced an incremental increase from 336 thousand MT CO 2 e to 364 thousand MT CO 2 e as a result of acquisitions,
significant efforts toward methane reduction still drove a 13% annual decline in methane intensity to 0.7 MT CO 2 e/MMcfe natural gas.
As compared to our original 2020 baseline Scope 1 methane intensity of 1.6 MT CO 2 e/MMcfe, the compounding effect of our actions to reduce our
methane emissions has delivered a 56% decrease in methane intensity to year end 2024. During this four-year period of time, we’ve also strategically
grown the Group through ten separate acquisitions that included our entry into a new operating region in Central, which drove a more than 30%
increase in average daily net production and now represents 50% of year-end 2024 total production. In the last four years alone, we have cumulatively
eliminated more methane emissions than we took on through acquisitions, demonstrating our commitment and actions toward environmental
stewardship.
Scope 2 emissions remained relatively flat year-over-year at 53 thousand MT CO 2 e. The strength of our emission reduction efforts helped offset the
addition of emissions from acquisitions in the period where total Scope 1 and 2 GHG emissions increased just 1% year over year to 1,646 thousand MT
CO 2 e.
We are continuing to assess and adapt to the changing US regulatory emission reporting environment, which now also includes a recent change in US
government administration that has created additional regulatory uncertainty. We will consider these emissions inventory reporting changes along with
operational changes such as acquisitions and divestitures, the availability and applicability of new emissions detection and quantification technologies,
and stakeholder priorities when determining any updated interim targets for emissions reductions.

| Unit | 2024 | 2023 | 2022
GHG Emissions |  |  |  |
Scope 1 Emissions:(a) | thousand MT CO 2 e | 1,593 | 1,561 | 1,820
Carbon Dioxide | thousand MT CO 2 | 1,228 | 1,140 | 1,130
Methane(a) | thousand MT CO 2 e | 364 | 420 | 686
Nitrous Oxide | thousand MT CO 2 e | 1 | 1 | 4
% Methane | % | 23 | 27 | 38
Scope 1 Methane Intensity | MT CO 2 e/MMcfe | 0.7 | 0.8 | 1.2
Scope 1 Methane Intensity - NGSI(b) | % | 0.10 | 0.11 | 0.21
Scope 1 Emissions Attributable to:(c) |  |  |  |
Flared Hydrocarbons | thousand MT CO 2 e | 0.8 | 0.0 | 0.0
Other Combustion | thousand MT CO 2 e | 1,253 | 1,178 | 1,173
Process Emissions | thousand MT CO 2 e | 76 | 92 | 67
Other Vented Emissions | thousand MT CO 2 e | 140 | 63 | 182
Fugitive Emissions | thousand MT CO 2 e | 123 | 228 | 399
Scope 2 Emissions(a) | thousand MT CO 2 e | 53 | 61 | 59
Energy consumption | million kWh | 130 | 134 | 128
Total Scope 1 and Scope 2(a) | thousand MT CO 2 e | 1,646 | 1,622 | 1,879
Scope 1 and Scope 2 GHG Emissions Intensity(a) | MT CO 2 e/MMcfe | 3.2 | 3.1 | 3.4
Air Quality(d) |  |  |  |
Nitrogen Oxide (NOx, excluding N 2 O) | metric tons | 22,736 | 21,520 | 21,546
Carbon Monoxide (CO) | metric tons | 19,457 | 18,448 | 18,530
Sulfur Oxide (SOx) | metric tons | 53 | 61 | 108
Volatile Organic Compounds (VOC) | metric tons | 2,366 | 3,108 | 4,421
Particulate Matter (PM Total) | metric tons | 145 | 137 | 140

Totals may not sum due to rounding.
(a) Based on a 100-year global warming potential of 28 for methane, in line with IPCC’s Fifth Assessment Report (AR5).

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(b) Using the Natural Gas Sustainability Initiative (“NGSI”) protocol, and to support direct comparability among the industry’s producers, represents methane intensity using
methane emissions from production assets only (therefore, excluding gathering & boosting facilities) divided by gross natural gas production.
(c) Reflects Sustainability Accounting Standards Board categories for reporting Scope 1 GHG emissions (EM-EP-110a.2) in line with the Oil & Gas – Exploration & Production
Sustainability Accounting Standard (October 2018).
(d) 2022 was recast from previous disclosures to mirror like computations in 2023 and 2024, inclusive of updated calculation assumptions and new approved reporting
protocols, thus improving year-over-year comparability.
Disclaimer: GHG emissions were calculated per IPCC/GHGRP reporting guidance, which permits best engineering estimates for certain emissions categories, and which may
vary from the prescriptive measures applied under U.S. EPA reporting standards. The source data used in these calculations were accurate and complete, to the best of our
knowledge, at the time they were gathered and compiled. If new data or corrections to existing data are discovered, the Group may update emissions calculations as
permitted and in accordance with industry standards and expectations. Such updates will be included in future reporting and posted to our website where such posts may
take place without notice.
Water Management
Water can be a significant input for many companies within the energy sector, particularly those companies engaged in significant drilling and hydraulic
stimulation activities. In contrast, our strategic focus on acquisitions limits our overall water consumption. Beyond domestic use, we use water in well
maintenance, asset retirement and, as noted below, limited hydraulic stimulation activities. We source this water from multiple outlets, including
freshwater outlets, municipalities, or recycled produced water.
We actively monitor our water consumption and management practices across our operational footprint. Similar to 2022, in 2024, we participated as
contract operator on 14 new drilled natural gas wells, though we own an ~10% working interest in just five of those wells. As operator of record, we
included all of the water consumed in the hydraulic stimulation of these 14 wells in our water consumption activities for the year. In addition to water
consumption, our water management practices include the disposition of wastewater produced from the geologic reservoirs in which we are active.
Diversified’s operated assets are dispersed across nine different states within the US. When considering water stress as a climate-related physical risk as
noted above, it is relevant to note that 99% of our 2024 production is located in U.S. counties classified as Low Overall Water Risk areas, as per the
World Resources Institute’s Aqueduct Water Risk Atlas (accessed in September 2024 and assuming the oil and gas industry-specific weighting scheme
which is most relevant for our business).
We track the following water management metrics as part of our sustainability and climate-related actions:

| Unit | 2024 | 2023 | 2022
% of reserves in baseline water stress areas(a) | % | 0.6% | 2.8% | 4.7%
Total water consumed | MBbls | 3,327 | 879 | 2,817
Volume of produced water and flowback generated and disposed | MBbls | 27,758 | 30,444 | 22,742
Quantity of produced water and flowback (i) discharged, (ii) injected, (iii) recycled | % | (i) 0.02 (ii) 98.56 (iii) 1.42 | (i) 0.05 (ii) 98.74 (iii) 1.21 | (i) 0.06 (ii) 97.65 (iii) 2.29
Total water consumed intensity | Bbl per Boe gross production | 0.039 | 0.010 | 0.031
Fresh water consumed intensity | Bbl per Boe gross production | 0.038 | 0.008 | 0.029

(a) Represents high or extremely high baseline water stress areas, as per the World Resource Institute’s Aqueduct Water Risk Atlas, as percent of year-end total proved
reserves, measured at the county level.
Incentivizing Performance
Our commitment to climate and business resiliency is reflected, in part, in our compensation plans for executives and senior leaders. Depending on their
respective roles in the Group, these leaders have a proportion of their variable pay each year tied to the delivery of sustainability and climate-related
targets.
The Board and its Remuneration Committee annually review the appropriateness of the measures incorporated into the Executive Director’s annual
bonus plan and have consistently increased the non-financial sustainability-related component within the plan. For the year ended 2024, this component
represented 30% of the total eligible bonus, including a 15% environmental component directly related to methane intensity reductions and pneumatic
valve replacements. This plan and its results are audited annually.
Since 2022, 20% of the Executive Director’s long-term incentive plan (“LTIP”) also has been tied to non-financial climate targets. Audited annually, the
LTIP contains a three-year vesting period with 20% of the incentive specifically tied to tactical methods to achieve additional methane intensity
reductions in our climate journey.
For the Executive Director in the 2025 calendar year, the annual bonus and LTIP percentages tied to non-financial sustainability-related performance
remain at 25% and 20%, respectively.
Similar short- and long-term climate-related incentive compensation metrics are also applicable to members of senior leadership who play an active role
in executing the Group’s tactical emission reduction plans as well as executing other operational and environmental stewardship initiatives.
For more information on the performance conditions attached to executive remuneration incentive arrangements, refer to the Remuneration
Committee's Report within this Annual Report.

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Section 172 Companies Act Statement
In compliance with sections 172 (‘Section 172”) and 414CZA of the UK Companies Act, the Board makes the following statement in relation to the year
ended December 31, 2024 :
Our stakeholders are the many individuals and organizations that are affected by or interact with our operations and with whom we therefore seek to
proactively and positively engage. We strive to maintain productive, mutually beneficial relationships with each stakeholder group by treating all
stakeholders with fairness and respect and by providing timely and effective information and responses.
We maintain several communication methods that afford two-way engagement with our stakeholder groups, including interactions via face-to-face,
telephone, or email exchange; published company reports, press releases, and investor presentations; industry or conference participation; and other
company engagement.
As the owner and operator of long-life assets, we aim to make decisions that consider both the long-term success of Diversified and value creation for
our stakeholders. Engaging with our stakeholders informs our decision-making, including consideration of our long-term strategic objectives and the
activities that support these aims, such as merger and acquisition diligence and the management of climate risk.
The following information provides a summary of stakeholder engagements from 2024.
Employees
We know our employees are essential to our success and growth. We recognize the need for a skilled and committed workforce, with a diverse range of
experience and perspectives, and we value the contribution it affords.
Key Areas of Focus
• Incident management
• Employee, driver and process safety
• Employee development
• Workplace culture
Action and Engagement
Our CEO and other executive management periodically conduct town hall meetings and field visits to personally and directly engage with employees and
to provide opportunities for employees to have direct management engagement. Our Board’s Non-Executive Director Employee Representative, Sandra
M. Stash, also periodically engages with the workforce to receive employee feedback on our business strategy, corporate culture and remuneration
policies, and shares this feedback with the Board. The valuable feedback from these meetings, along with that resulting from a periodic corporate-wide
Employee Experience Survey, when applicable, is used to strengthen future employee engagement and initiatives. We also regularly conduct new hire
surveys regarding the onboarding process and exit interviews, both important tools to further improve employee experiences.
In 2024 , our CEO, accompanied by members of the executive and senior management teams, visited several locations across our operating footprint,
conducting town hall meetings with some 60% of total employees and presenting updates on strategic operational and financial company initiatives. To
better support our employees, we expanded our family-focused programs to include an Employee Adoption Program, which provides financial assistance
and maternal or paternal leave for the adoption process, and further continued our focus on mental and physical well-being through health and fitness
challenges and educational webinars.
Communities
We actively support sustainable socio-economic development in the communities in which we live and work and aim to minimize any potential negative
impacts from our operations. Community engagement includes developing and maintaining trusted relationships with our land and mineral owners with
the recognition that these relationships are key to our acquisitive business strategy and ability to achieve our operational goals. From personal and
socio-economic investment to strategic academic and educational support, our employees engage and serve their local communities through effective
partnerships that make a real difference.
Key Areas of Focus
• Incident management
• Effective grievance mechanisms
• Environmental protection
• Royalty payments
• Socio-economic investment and outreach
• Local hiring
Action and Engagement
Through our formalized Community Giving and Engagement Program and other corporate initiatives throughout our operating footprint, in 2024 we
provided approximately $2.1 million in financial support to numerous organizations, including adult and children’s health and well-being programs, local
food banks, secondary and higher educational programs and initiatives, student athlete-related ventures and engagements, and municipal services. We
were especially pleased to support children’s initiatives which included, for the fourth consecutive year, distributing $205,000 worth of winter coats to
more than 2,700 children in nine schools through Operation Warm. We also supported 12 different foster care organizations and provided meals for the
associated families and workers within these organizations.
O ur employees responded to more than 33,000 inquiries from our royalty and surface owners through our corporate call center. We also distributed
approximately $167 million in royalty payments to more than 84,000 royalty owners in 2024.
Equity and Debt Investors
We actively engage with our capital market partners, financial institutions and rating agencies to support a full understanding of our business and
progress against our strategic priorities.

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Key Areas of Focus
• Emissions reductions
• Climate risk and energy transition
• Incident management
• Risk management
• Corporate Governance
• Financial stability
• Access to funding
Action and Engagement
We regularly provide financial, operational and other sustainability performance updates to our equity and debt investors. These updates may be in the
form of investor relations presentations, press releases, website updates, or direct calls and meetings, inclusive of the CEO, CFO, SVP-Investor
Relations, SVP-Sustainability, SVP-EHS and/or Board Chairman, as applicable. The Annual General Meeting (“AGM”) also provides an opportunity for
shareholders to engage with the Board and Executive Management.
Our increasing participation in energy conferences, industry events and non-deal roadshows has provided added opportunities for discussions with
current and potential Credit Facility lenders and ABS investors particularly interested in our sustainability and emissions reductions strategies, activities
and results. Reflective of that interest by ABS investors and our commitment to climate and operating targets, certain of our ABS transactions, as well as
our sustainability-linked Credit Facility, have included interest rate impacts tied to certain of these sustainability targets.
Governments
We seek to develop and maintain positive relationships and regular dialogue with various stakeholder groups within our federal, state and local
governments.
Key Areas of Focus
• Legal compliance
• Tax payments to governments
• Safe and efficient asset retirement
• Emissions reductions
• Risk management
• Environmental protection
Action and Engagement
Executive and operational management engage with federal, state and local regulators to address legislative, regulatory and operational matters
important to our company and our industry. With risk identification and protection of the local environment and biodiversity in mind, we proactively
engage applicable regulatory agencies before commencing a project to foster transparent dialogue during the completion and approval of applicable
environmental assessments and related actions.
We seek to keep regulatory agencies appraised of our operational and well retirement activities and to provide objective and measurable progress
indicators. Our Next LVL Energy well retirement subsidiary supports company efforts to exceed annual state plugging requirements and well retirement
needs of other oil and gas operators in the Appalachia Region as well as the individual states in their respective federal orphan well retirement
programs.
Customers
We believe hydrocarbon production is, and will continue to be, essential to supporting modern human life. Therefore, we work hard to deliver
environmentally-focused, responsibly produced natural gas, NGLs and oil that satisfy regulatory requirements and meet the energy demands of our local
communities and customers while supporting our climate goals.
Key Areas of Focus
• Incident management
• Process safety
• Access to funding
Action and Engagement
We delivered 791 MMcfepd in 2024 with no cited process and pipeline safety events or associated civil penalties. We continue to use our
pipeline awareness programs to provide relevant information and education to those who interact with our assets or employees.
Business Partners
We aim to establish mutually beneficial relationships with our business partners. As operator, we work on behalf of our joint operating partners to safely
and efficiently manage the assets and deliver our products. Further, we strive to develop strong relationships with our contractors and suppliers that are
built on trust, transparency and quality products and services.
Key Areas of Focus
• Access to funding
• Risk management
• Employee and process safety
• Accident prevention
• Procurement management

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Action and Engagement
We fulfill our responsibility as operator by responsibly managing the wells, ensuring payment of related expenses, and distributing to our joint interest
partners the applicable revenues and royalties from the wells’ commodity sales.
We use local contractors and suppliers in each of the states in which we conduct our operations. We engage the expertise and capability of a leading
supply chain risk management firm to continuously screen and monitor contractor safety performance and compliance through stringent operating
guidelines. With a network of approximately 700 contractors, this real-time monitoring helps to ensure our contractors are providing us with the
necessary product and service quality to meet the expectations of our stakeholders and supports ongoing agreements with those contractors who satisfy
our safety thresholds.
Non-Financial & Sustainability Information Statement
This section of the Strategic Report constitutes our Non-Financial & Sustainability Information Statement, produced to comply with the Non-Financial &
Sustainability Reporting Directive requirements from sections 414CA and 414CB of the UK Companies Act 2006.
The table below sets out where relevant information can be found within this Annual Report. Additional information will be available in our Sustainability
Reports or on our website at www.div.energy. Our policies can be found on our website at www.div.energy/about-us/corporate-governance.

Reporting Requirement | Policies | Reference within this Annual Report | Page
Environmental Matters | Code of Business Conduct & Ethics | Retire | 3
| EHS | Our Approach to Sustainability | 6
| Climate | Protecting Our Environment | 6
| Business Partners | Serving Our Communities | 7
| Biodiversity | Climate Report | 7
|  | Corporate Governance Policies | 46
Employees | Employee Relations | Supporting Our Employees | 6
| Anti-Bribery & Corruption | Corporate Governance Policies | 46
| Whistleblowing |  |
| Code of Business Conduct & Ethics |  |
| Human Rights |  |
| Securities Dealing |  |
Human Rights | Code of Business Conduct & Ethics | Supporting Our Employees | 6
| Human Rights | Corporate Governance Policies | 46
| Modern Slavery |  |
| Business Partners |  |
Social Matters | Code of Business Conduct & Ethics | Our Strategy Supports Sustainability | 6
| EHS | Supporting Our Employees | 6
| Human Rights | Serving Our Communities | 7
| Tax | Climate Report | 7
| Socio-Economic | Corporate Governance Policies | 46
Anti-Corruption & Anti-Bribery | Anti-Bribery & Corruption | Corporate Governance Policies | 46
| Whistleblowing |  |
Business Model | Code of Business Conduct & Ethics | Business Model | 2
|  | Strategy | 2
|  | Corporate Governance Policies | 46
Principal Risks and Uncertainties | Whistleblowing | Risk Management Framework | 32
| Corporate Governance Policies | 46
Non-Financial KPIs | Code of Business Conduct & Ethics | Key Performance Indicators | 3
| EHS | Corporate Governance Policies | 46
| Climate |  |

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Reporting Requirement | Reference within this Annual Report | Page
Board oversight of climate-related risks and opportunities. | Climate Report: Governance | 8
Identifying, assessing and managing climate-related risks and opportunities. | Climate Report: Climate-Related Risks & Opportunities | 8
How processes for identifying, assessing and managing climate- related risks are integrated into the overall risk management process. | Climate Report: Climate-Related Risks & Opportunities | 8
Principal climate-related risk and opportunities arising in connection with operations. | Climate Report: Climate-Related Risks & Opportunities | 8
Time periods by reference to which risks and opportunities are assessed. | Climate Report: Climate-Related Risks and Opportunities | 11
Actual and potential impacts of the principal climate-related risks and opportunities on the business model and strategy. | Climate Report: Climate-Related Risks and Opportunities | 11
Analysis of the resilience of the business model and strategy, taking into consideration different climate-related scenarios. | Climate Report: Climate-Related Risks and Opportunities | 11
Targets used by the organization to manage climate-related risks and to realize climate-related opportunities and of performance against those targets. | Climate Report: Metrics & Targets | 19
KPIs used to assess progress against targets used to manage climate- related risks and realize climate-related opportunities and of the calculations on which those KPIs are based. | Climate Report: Metrics & Targets | 19

Financial Review
Results of Operations
Refer to APMs within this Annual Report for information on how certain of the metrics below are calculated and reconciled to IFRS measures. Discussion
related to prior period results can be found in the Results of Operations section of our 2023 Annual Report on our website at www.div.energy.

| Year Ended
| December 31, 2024 | December 31, 2023 | Change | % Change
Net production |  |  |  |
Natural gas (MMcf) | 244,298 | 256,378 | (12,080) | (5%)
NGLs (MBbls) | 5,980 | 5,832 | 148 | 3%
Oil (MBbls) | 1,568 | 1,377 | 191 | 14%
Total production (MMcfe) | 289,586 | 299,632 | (10,046) | (3%)
Average daily production (MMcfepd) | 791 | 821 | (30) | (4%)
% Natural gas (Mcfe basis) | 84% | 86% |  |
Average realized sales price (excluding impact of derivatives settled in cash) |  |  |  |
Natural gas (Mcf) | $1.90 | $2.17 | $(0.27) | (12%)
NGLs (Bbls) | 25.17 | 24.23 | 0.94 | 4%
Oil (Bbls) | 74.71 | 75.46 | (0.75) | (1%)
Total (Mcfe) | $2.53 | $2.68 | $(0.15) | (6%)
Average realized sales price (including impact of derivatives settled in cash) |  |  |  |
Natural gas (Mcf) | $2.57 | $2.86 | $(0.29) | (10%)
NGLs (Bbls) | 24.32 | 26.05 | (1.73) | (7%)
Oil (Bbls) | 69.54 | 68.44 | 1.10 | 2%
Total (Mcfe) | $3.05 | $3.27 | $(0.22) | (7%)
Revenue (in thousands) |  |  |  |
Natural gas | $464,600 | $557,167 | $(92,567) | (17%)
NGLs | 150,513 | 141,321 | 9,192 | 7%
Oil | 117,146 | 103,911 | 13,235 | 13%
Total commodity revenue | $732,259 | $802,399 | $(70,140) | (9%)
Midstream revenue | 32,535 | 30,565 | 1,970 | 6%

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| Year Ended
| December 31, 2024 | December 31, 2023 | Change | % Change
Other revenue | 30,047 | 35,299 | (5,252) | (15%)
Total revenue | $794,841 | $868,263 | $(73,422) | (8%)
Gain (loss) on derivative settlements (in thousands) |  |  |  |
Natural gas | $164,452 | $177,139 | $(12,687) | (7%)
NGLs | (5,055) | 10,594 | (15,649) | (148%)
Oil | (8,108) | (9,669) | 1,561 | (16%)
Net gain (loss) on commodity derivative settlements(a) | $151,289 | $178,064 | $(26,775) | (15%)
Total revenue, inclusive of settled hedges | $946,130 | $1,046,327 | $(100,197) | (10%)
Per Mcfe Metrics |  |  |  |
Average realized sales price |  |  |  |
(including impact of derivatives settled in cash) | $3.05 | $3.27 | $(0.22) | (7%)
Midstream and other revenue | 0.22 | 0.22 | — | —%
LOE | (0.80) | (0.71) | (0.09) | 13%
Midstream operating expense | (0.24) | (0.23) | (0.01) | 4%
Employees, administrative costs and professional services | (0.30) | (0.26) | (0.04) | 15%
Recurring allowance for credit losses | — | (0.03) | 0.03 | (100%)
Production taxes | (0.12) | (0.21) | 0.09 | (43%)
Transportation expense | (0.31) | (0.32) | 0.01 | (3%)
Proceeds received from leasehold sales(b) | 0.14 | 0.09 | 0.05 | 56%
Adjusted EBITDA per Mcfe | $1.64 | $1.82 | $(0.18) | (10%)
Adjusted EBITDA margin | 50% | 52% |  |
Other financial metrics (in thousands) |  |  |  |
Operating profit (loss) | $(43,026) | $1,161,051 | $(1,204,077) | (104%)
Net income (loss) | $(87,001) | $759,701 | $(846,702) | (111%)
Adjusted EBITDA | $472,309 | $546,788 | $(74,479) | (14%)

(a) Net gain (loss) on commodity derivative settlements represents cash (paid) or received on commodity derivative contracts. This excludes settlements on foreign
currency and interest rate derivatives as well as the gain (loss) on fair value adjustments for unsettled financial instruments for each of the periods presented.
(b) Proceeds received from leasehold sales consists of $27 million, $24 million and $2 million in cash proceeds received for leasehold sales during the years ended
December 31, 2024, 2023 and 2022, respectively, less $14 million and $4 million of basis in leasehold sales for the years ended December 31, 2024 and 2023,
respectively.
Forward-Looking Statements
This Annual Report contains forward-looking statements that can be identified by the following terminology, including the terms “may,” “might,” “will,”
“could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,”
“possible,” or the negative of these terms or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout
this Annual Report and include, but are not limited to, statements regarding our intentions, beliefs or current expectations concerning, among other
things, our results of operations, financial positions, liquidity, prospects, growth, strategies and the natural gas and oil industry. By their nature,
forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.
Forward-looking statements are not guarantees of future performance and the actual results of our operations, financial position and liquidity, and the
development of the markets and the industry in which we operate, may differ materially from those described in, or suggested by, the forward-looking
statements contained in this Annual Report. In addition, even if the results of operations, financial position and liquidity, and the development of the
markets and the industry in which we operate are consistent with the forward-looking statements contained in this Annual Report, those results or
developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to
differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business
conditions, the behavior of other market participants, industry trends, competition, commodity prices, changes in regulation, currency fluctuations, our
ability to recover our reserves, our ability to successfully integrate acquisitions, our ability to obtain financing to meet liquidity needs, changes in our
business strategy, political and economic uncertainty.
Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this Annual Report speak only as
of the date of this Annual Report, reflect our current view with respect to future events and are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. Investors should specifically consider the
factors identified in this Annual Report which could cause actual results to differ before making an investment decision. Subject to the requirements of

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the Prospectus Rules, the Disclosure and Transparency Rules and the Listing Rules or applicable law, we explicitly disclaim any obligation or undertaking
publicly to release the result of any revisions to any forward-looking statements in this Annual Report that may occur due to any change in our
expectations or to reflect events or circumstances after the date of this Annual Report.
Production, Revenue & Hedging
Total revenue in the year ended December 31, 2024 of $795 million decreased 8% from $868 million reported for the year ended December 31, 2023 ,
primarily due to a 6% decrease in the average realized sales price, excluding the impact of derivatives settled in cash, and 3% lower production which
was primarily related to the sale of equity interest in DP Lion Equity Holdco in December 2023 along with normal declines. This decrease was partially
offset by increased production as a result of the Oaktree, Crescent Pass, and East Texas II acquisitions in 2024. Including commodity hedge settlement
gains of $151 million and $178 million in 2024 and 2023, respectively, total revenue, inclusive of settled hedges, decreased by 10% to $946 million in
2024 from $1,046 million in 2023 .
The following table summarizes average commodity prices for the periods presented with Henry Hub on a per Mcf basis and Mont Belvieu and WTI on a
per Bbl basis:

| Year Ended
| December 31, 2024 | December 31, 2023 | $ Change | % Change
Henry Hub | $2.27 | $2.74 | $(0.47) | (17%)
Mont Belvieu | 38.16 | 34.11 | 4.05 | 12%
WTI | 75.72 | 77.62 | (1.90) | (2%)

Commodity Revenue
The following table reconciles the change in commodity revenue (excluding the impact of hedges settled in cash) by reflecting the effect of changes in
volume and in the underlying prices:

(In thousands) | Natural Gas | NGLs | Oil | Total
Commodity revenue for the year ended December 31, 2022 | $1,544,658 | $188,733 | $139,620 | $1,873,011
Volume increase (decrease) | 4,717 | 22,935 | (15,903) | 11,749
Price increase (decrease) | (992,208) | (70,347) | (19,806) | (1,082,361)
Net increase (decrease) | (987,491) | (47,412) | (35,709) | (1,070,612)
Commodity revenue for the year ended December 31, 2023 | $557,167 | $141,321 | $103,911 | $802,399
Volume increase (decrease) | (26,214) | 3,586 | 14,413 | (8,215)
Price increase (decrease) | (66,353) | 5,606 | (1,178) | (61,925)
Net increase (decrease) | (92,567) | 9,192 | 13,235 | (70,140)
Commodity revenue for the year ended December 31, 2024 | $464,600 | $150,513 | $117,146 | $732,259

To manage our cash flows in a volatile commodity price environment and as required by our SPV-level asset-backed securities, we utilize derivative
hedging contracts that allow us to fix the per unit sales prices for our production. As of December 31, 2024, approximately 86% of our production was
fixed through derivative hedging contracts over the next twelve months. The tables below set forth the commodity hedge impact on commodity
revenue, excluding and including cash received for commodity hedge settlements:

(In thousands, except per unit data) | Year Ended December 31, 2024
Natural Gas | NGLs | Oil | Total Commodity
Revenue | Realized $ | Revenue | Realized $ | Revenue | Realized $ | Revenue | Realized $
per Mcf | per Bbl | per Bbl | per Mcfe
Excluding hedge impact | $464,600 | $1.90 | $150,513 | $25.17 | $117,146 | $74.71 | $732,259 | $2.53
Commodity hedge impact | 164,452 | 0.67 | (5,055) | (0.85) | (8,108) | (5.17) | 151,289 | 0.52
Including hedge impact | $629,052 | $2.57 | $145,458 | $24.32 | $109,038 | $69.54 | $883,548 | $3.05

(In thousands, except per unit data) | Year Ended December 31, 2023
Natural Gas | NGLs | Oil | Total Commodity
Revenue | Realized $ | Revenue | Realized $ | Revenue | Realized $ | Revenue | Realized $
per Mcf | per Bbl | per Bbl | per Mcfe
Excluding hedge impact | $557,167 | $2.17 | $141,321 | $24.23 | $103,911 | $75.46 | $802,399 | $2.68
Commodity hedge impact | 177,139 | 0.69 | 10,594 | 1.82 | (9,669) | (7.02) | 178,064 | 0.59
Including hedge impact | $734,306 | $2.86 | $151,915 | $26.05 | $94,242 | $68.44 | $980,463 | $3.27

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Refer to Note 13 in the Notes to the Group Financial Statements for additional information regarding derivative financial instruments.
Expenses

(In thousands, except per unit data) | Year Ended
December 31, 2024 |  | December 31, 2023 |  | Total Change | Per Mcfe Change
Per Mcfe | Per Mcfe | $ | % | $ | %
LOE(a) | $231,651 | $0.80 | $213,078 | $0.71 | $18,573 | 9% | $0.09 | 13%
Production taxes(b) | 36,043 | 0.12 | 61,474 | 0.21 | (25,431) | (41%) | (0.09) | (43%)
Midstream operating expenses(c) | 70,747 | 0.24 | 69,792 | 0.23 | 955 | 1% | 0.01 | 4%
Transportation expenses(d) | 90,461 | 0.31 | 96,218 | 0.32 | (5,757) | (6%) | (0.01) | (3%)
Total operating expenses | $428,902 | $1.47 | $440,562 | $1.47 | $(11,660) | (3%) | $— | —%
Employees, administrative costs and professional services (e) | 86,885 | 0.30 | 78,659 | 0.26 | 8,226 | 10% | 0.04 | 15%
Costs associated with acquisitions(f) | 11,573 | 0.04 | 16,775 | 0.06 | (5,202) | (31%) | (0.02) | (33%)
Other adjusting costs(g) | 22,375 | 0.08 | 17,794 | 0.06 | 4,581 | 26% | 0.02 | 33%
Non-cash equity compensation(h) | 8,286 | 0.03 | 6,494 | 0.02 | 1,792 | 28% | 0.01 | 50%
Total operating and G&A expenses | $558,021 | $1.92 | $560,284 | $1.87 | $(2,263) | —% | $0.05 | 3%
Depreciation, depletion and amortization | 256,484 | 0.89 | 224,546 | 0.75 | 31,938 | 14% | 0.14 | 19%
Allowance for credit losses(i) | 101 | — | 8,478 | 0.03 | (8,377) | (99%) | (0.03) | (100%)
Total expenses | $814,606 | $2.81 | $793,308 | $2.65 | $21,298 | 3% | $0.16 | 6%

(a) LOE encompasses costs incurred to maintain producing properties. These costs include direct and contract labor, repairs and maintenance, emissions reduction
initiatives, water hauling, compression, automobile, insurance, and materials and supplies expenses.
(b) Production taxes consist of severance and property taxes. Severance taxes are typically paid on produced natural gas, NGLs and oil at fixed rates set by federal, state or
local taxing authorities. Property taxes are generally based on the valuation of the Group’s natural gas and oil properties and midstream assets by the taxing
jurisdictions.
(c) Midstream operating expenses are the daily costs of operating the Group’s owned midstream assets, including employee and benefit expenses.
(d) Transportation expenses are the daily costs incurred from third-party systems to gather, process, and transport the Group’s natural gas, NGLs and oil.
(e) Employees, administrative costs and professional services include payroll and benefits for our administrative and corporate staff, costs of maintaining administrative and
corporate offices, managing our production operations, franchise taxes, public company costs, fees for audit and other professional services, and legal compliance.
(f) Costs associated with acquisitions are related to the integration of acquisitions, which vary for each acquisition. For acquisitions classified as business combinations,
these costs include transaction costs directly associated with a successful acquisition. They also encompass costs related to transition service arrangements, where the
Group pays the seller of the acquired entity a fee to manage G&A functions until full integration of the assets. Additionally, these costs include costs to cover expenses
for integrating IT systems, consulting, and internal workforce efforts directly related to incorporating acquisitions into the Group’s systems.
(g) Other adjusting costs include items that affect the comparability of results or are not indicative of ongoing business trends. These costs consist of one-time projects,
contemplated transactions or financing arrangements, contract terminations, deal breakage and/or sourcing costs for acquisitions, and unused firm transportation.
(h) Non-cash equity compensation represents the expense recognition for share-based compensation provided to key members of the management team. Refer to Note 17
in the Notes to the Group Financial Statements for additional details on non-cash share-based compensation.
(i) Allowance for credit losses consists of the recognition and reversal of credit losses. Refer to Note 14 in the Notes to the Group Financial Statements for additional
information regarding credit losses.
Operating Expenses
Per unit operating expense remained flat year-over-year, resulting from:
• Higher per unit LOE that increased 13%, or $0.09 per Mcfe, which is reflective of the Oaktree, Crescent Pass, and East Texas II acquisitions in 2024.
• Lower per unit production taxes that declined 43%, or $0.09 per Mcfe were primarily attributable to a decrease in severance and property taxes as a
result of a decrease in revenue due to lower production and commodity prices, as well as lower valuations for property taxes experienced during the
year;
• Higher per unit midstream operating expense that increased 4% , or $0.01 per Mcfe were primarily attributable to the growth in our midstream
operations due to Central region expansion; and
• Lower per unit transportation expenses that declined 3% , or $0.01 per Mcfe, were primarily related to decreases in commodity price-linked
components of third-party midstream rates and costs.
General and Administrative Expense
G&A expense increased primarily due to:
• Higher employees, administrative costs and professional services resulting in additional cost to support our ongoing growth through acquisitions. On
a per Mcfe basis, these costs increased 15%, or $0.04 per Mcfe;
• Lower costs associated with acquisitions primarily related to a reduction in legal and consulting services incurred in 2024 as compared to 2023. On a
per Mcfe basis, these costs decreased 33% or $0.02 per Mcfe;

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• Higher other adjusting costs primarily related to increased costs associated with litigation expense. These costs were partially offset by decreases in
costs related to unused firm transportation and employee severance costs. On a per Mcfe basis, these costs increased 33% , or $0.02 per Mcfe; and
• Higher non-cash equity compensation due to an increase in the number of participants in the long-term incentive plan in 2024. On a per Mcfe basis,
these costs increased 50%, or $ 0.01 per Mcfe.
Other Expenses
Depreciation, depletion and amortization (“DD&A”) increased due to:
• Higher depletion expense as a result of an increase in our DD&A rate, which was partially offset by a 3% decrease in production over the period.
The increase in our DD&A rate was due to the decrease in our estimated proved reserves relative to our depreciable base, driven primarily by
changes in commodity prices year-over-year as well as the sale of equity interest in DP Lion Equity Holdco LLC in December 2023. The proved
reserves decrease was partially offset by the acquisition of the Oaktree, Crescent Pass, and East Texas II assets in 2024.
Allowance for credit losses decreased due to:
• The impact on anticipated credit losses on joint interest owner receivables has a direct relationship with pricing and distributions to individual
owners. As the pricing environment declined in 2023, the underlying well economics did as well, and as a result, in 2023, we increased our reserve
by $8 million . In 2024, with pricing more stable, no such adjustment to the reserve was deemed necessary.
Refer to Notes 5, 10, 11 and 13 in the Notes to the Group Financial Statements for additional information regarding acquisitions, natural gas and oil
properties, property, plant and equipment and derivative financial instruments, respectively.
Derivative Financial Instruments
We recorded the following gain (loss) on derivative financial instruments in the Consolidated Statement of Comprehensive Income for the periods
presented:

(In thousands) | Year Ended
December 31, 2024 | December 31, 2023 | $ Change | % Change
Net gain (loss) on commodity derivatives settlements (a) | $151,289 | $178,064 | $(26,775) | (15%)
Net gain (loss) on interest rate swap(a) | 190 | (2,722) | 2,912 | (107%)
Gain (loss) on foreign currency hedges(a) | — | (521) | 521 | (100%)
Total gain (loss) on settled derivative instruments | $151,479 | $174,821 | $(23,342) | (13%)
Gain (loss) on fair value adjustments of unsettled financial instruments(b) | (189,030) | 905,695 | (1,094,725) | (121%)
Total gain (loss) on derivative financial instruments | $(37,551) | $1,080,516 | $(1,118,067) | (103%)

(a) Represents the cash settlement of hedges that settled during the period.
(b) Represents the change in fair value of financial instruments net of removing the carrying value of hedges that settled during the period.
For the year ended December 31, 2024 , we recognized a loss on derivative financial instruments of $38 million compared to a gain of $1,081 million in
2023. Adjusting our unsettled derivative contracts to their fair values drove a loss of $189 million in 2024 , as compared to a gain of $906 million in 2023 ,
which is reflective of higher commodity prices on the forward curve.
For the year ended December 31, 2024, we recognized a gain on settled derivative instruments of $151 million as compared to a gain of $175 million in
2023. The gain on settled derivative instruments relates to lower commodity market prices than those we secured through our derivative contracts. With
consistent reliable cash flows central to our strategy, we routinely hedge at levels that, based on our operating and overhead costs, provide a significant
adjusted EBITDA margin even if it means forgoing potential price upside.
Refer to Note 13 in the Notes to the Group Financial Statements for additional information regarding derivative financial instruments.
Finance Costs

(In thousands) | Year Ended
December 31, 2024 | December 31, 2023 | $ Change | % Change
Interest expense, net of capitalized and income amounts (a) | $120,773 | $117,808 | $2,965 | 3%
Amortization of discount and deferred finance costs | 16,870 | 16,358 | 512 | 3%
Total finance costs | $137,643 | $134,166 | $3,477 | 3%

(a) Includes payments related to borrowings and leases.
For the year ended December 31, 2024, interest expense of $121 million increased by $3 million compared to $118 million in 2023 , primarily related to
interest on the new ABS IX Notes, Oaktree Seller’s Note, and Term Loan II. These increases were partially offset by lower outstanding balances on our
existing ABS structures.

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As of December 31, 2024 and 2023 , total borrowings were $1,736 million and $1,325 million, respectively. For the period ended December 31, 2024 ,
the weighted average interest rate on borrowings was 7.37% as compared to 6.03% as of December 31, 2023 . As of December 31, 2024, 83% of our
borrowings reside in fixed-rate, hedge-protected, amortizing structures compared to 87% as of December 31, 2023.
Refer to Notes 5, 20, and 21 in the Notes to the Group Financial Statements for additional information regarding acquisitions, leases and borrowings,
respectively.
Taxation
The effective tax rate is calculated on the face of the Statement of Comprehensive Income by dividing the amount of recorded income tax benefit
(expense) by the income (loss) before taxation as follows:

(In thousands) | Year Ended
December 31, 2024 | December 31, 2023 | $ Change | % Change
Income (loss) before taxation | $(223,952) | $1,000,344 | $(1,224,296) | (122%)
Income tax benefit (expenses) | 136,951 | (240,643) | 377,594 | (157%)
Effective tax rate | 61.2% | 24.1% |  |

The differences between the statutory U.S. federal income tax rate and the effective tax rates are summarized as follows:

| Year Ended
| December 31, 2024 | December 31, 2023 | December 31, 2022
Expected tax at statutory U.S. federal income tax rate | 21.0% | 21.0% | 21.0%
State income taxes, net of federal tax benefit | 3.7% | 3.1% | 1.2%
Federal credits | 41.3% | —% | —%
Other, net | (4.8%) | —% | 0.2%
Effective tax rate | 61.2% | 24.1% | 22.4%

For the year ended December 31, 2024, we reported a tax benefit of $137 million , a change of $378 million, compared to expense of $241 million in
2023 which was a result of the change in the loss before taxation and a change in the amount of tax credits generated relative to the pre-tax loss. The
resulting effective tax rates for the years ended December 31, 2024 and 2023 were 61.2% and 24.1%, respectively. The effective tax rate can be
materially impacted by the recognition of the marginal well tax credit available to qualified producers as noted in our 2024 effective tax rate. A marginal
well tax credit was not available for the 2023 tax year. The federal government provides these credits to encourage companies to continue operating
lower-volume wells during periods of low prices to maintain production and the underlying jobs they create and the state and local tax revenues they
generate for communities to support schools, social programs, law enforcement and other similar public services.
Refer to Note 8 in the Notes to the Group Financial Statements for additional information regarding taxation.
Operating Profit, Net Income, Adjusted EBITDA & EPS

(In thousands, except per unit data) | Year Ended
December 31, 2024 | December 31, 2023 | $ Change | % Change
Operating profit (loss) | $(43,026) | $1,161,051 | $(1,204,077) | (104%)
Net income (loss) attributable to Owners of Diversified Energy Company PLC | (88,272) | 758,018 | (846,290) | (112%)
Adjusted EBITDA | 472,309 | 546,788 | (74,479) | (14%)
Earnings (loss) per share - basic | $(1.84) | $16.07 | $(17.91) | (111%)
Earnings (loss) per share - diluted | $(1.84) | $15.95 | $(17.79) | (112%)

For the year ended December 31, 2024 , we reported a net loss of $88 million and basic and diluted loss per share of $1.84 compared to net income of
$758 million and basic EPS of $16.07 ($15.95 diluted EPS) in 2023, a decrease of 112% . We also reported an operating loss of $43 million compared
with an operating profit of $1,161 million for the years ended December 31, 2024 and 2023, respectively. This year-over-year decrease in net income
was primarily attributable to a $1,118 million decrease in gains on derivatives due to changes in commodity prices on the forward curve, a $24 million
decrease in gains on sale of assets, a decrease in gross profit of $94 million, a $3 million increase in finance costs, partially offset by a $378 million
swing in income tax expense to a benefit as compared to 2023 , as a result of marginal well credits.
Excluding the mark-to-market loss on long-dated derivative valuations, as well as other customary adjustments, we reported adjusted EBITDA of $472
million for the year ended December 31, 2024 compared to $547 million for the year ended December 31, 2023 , representing a decrease of 14% driven
by a decrease in commodity pricing and production from prior year, primarily as a result of our sale of equity interest in DP Lion Equity Holdco in
December 2023, in addition to normal declines. These decreases were partially offset by adjusted EBITDA growth through the Oaktree, Crescent Pass,
and East Texas II acquisitions in 2024.
Liquidity & Capital Resources
Overview

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Our principal sources of liquidity are cash generated from operations and available borrowings under our Credit Facility. To minimize interest expense,
we use our excess cash flow to reduce borrowings on our Credit Facility. Consequently, we have historically maintained low cash balances on our
Consolidated Statement of Financial Position, as evidenced by the $6 million and $4 million in cash and cash equivalents as of December 31, 2024 and
2023, respectively.
When we acquire assets for growth, we complement our Credit Facility with long-term, fixed rate, fully-amortizing, asset-backed debt secured by certain
natural gas and oil assets. This financing strategy aligns with the long-life nature of our assets, offering us lower borrowing rates and a clear path to
reduce leverage through scheduled principal payments. For larger, value-adding acquisitions, and to maintain an appropriate leverage profile for the
assets we acquire, we also periodically raise funds through secondary equity offerings.
We closely monitor our working capital to ensure it remains sufficient for business operations, using any excess liquidity primarily to repay debt.
Alongside managing working capital, we take a disciplined approach to controlling operating costs and allocating capital resources. This approach
ensures that capital investments generate returns that support our strategic initiatives.
Capital expenditures were $52 million for the year ended December 31, 2024, compared to $74 million for the year ended December 31, 2023. This
decrease was primarily driven by the completion of wells in 2023 that were under development at the time of the March 2023 Tanos II acquisition.
Although we completed additional wells in 2024, the capital expenditures required for their development were less significant than those in 2023.
Additionally, we made improvements at our Black Bear facility in the Central Region in 2024, which contributed to the overall capital expenditure. We
expect to meet our capital expenditure needs for the foreseeable future from our operating cash flows and our existing cash and cash equivalents. Our
future capital requirements will depend on several factors, including our growth rate, commodity prices and future acquisitions.
With respect to our other known current obligations, we believe that our sources of liquidity and capital resources will be sufficient to meet our existing
business needs for at least the next 12 months. However, our ability to satisfy our working capital requirements, debt service obligations and planned
capital expenditures will depend upon our future operating performance, which will be affected by prevailing economic conditions in the natural gas and
oil industry and other financial and business factors, some of which are beyond our control.
Refer to Note 21 in the Notes to the Group Financial Statements for additional information regarding our current debt obligations.
Liquidity
The table below represents our liquidity position as of December 31, 2024 and 2023.

| As of
(In thousands) | December 31, 2024 | December 31, 2023
Cash and cash equivalents | $5,990 | $3,753
Available borrowings under the Credit Facility(a) | 86,690 | 134,817
Liquidity | $92,680 | $138,570

(a) Represents available borrowings under the Credit Facility of $101 million as of December 31, 2024 less outstanding letters of credit of $14 million as of such date.
Represents available borrowings under the Credit Facility of $146 million as of December 31, 2023 less outstanding letters of credit of $11 million as of such date.
Debt
Our net borrowings consisted of the following as of the reporting date:

| As of
(In thousands) | December 31, 2024 | December 31, 2023
Total debt | $1,693,242 | $1,276,627
LESS: Cash | 5,990 | 3,753
LESS: Restricted cash(a) | 46,269 | 36,252
Net debt | $1,640,983 | $1,236,622

(a) The increase of restricted cash as of December 31, 2024, is due to the addition of $21 million and $3 million in restricted cash for the ABS VIII Notes and ABS IX Notes,
respectively, offset by $7 million and $9 million for the retirement of the ABS III Notes and ABS V Notes, respectively.
Asset Retirement Obligations
We remain proactive and innovative in our approach to asset retirement. Following our LSE IPO in 2017, we initiated meetings with state officials to
develop a long-term plan for retiring our expanding portfolio of long-life wells. By collaborating with state regulators, we have designed our retirement
activities to be equitable for all stakeholders, with a strong emphasis on environmental responsibility.
Asset retirements for the year ended December 31, 2024 were as follows:

DEC-owned Appalachian well retirements | 202
3rd party-owned Appalachian well retirements(a) | 85
Total Appalachian wells retired by Next LVL | 287
DEC-owned Central Region well retirements | 13
Total wells retired | 300

(a) Includes 51 state and federal orphan wells and 34 wells for other operators.

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We expanded asset retirement operations from 17 rigs at December 31, 2023 to 18 rigs by December 31, 2024. Our continued growth in capacity
enhances our ability to integrate asset retirement operations and achieve cost efficiencies across a broader footprint. Additionally, it enables us to
generate third-party revenues by offering a suite of services to other production companies and state orphan well programs, which can help fund our
own asset retirement program. Consequently, we aim to achieve a prudent mix of cost reduction and third-party revenues to maximize the benefits of
our internal asset retirement program.
Our asset retirement program demonstrates our strong commitment to a healthy environment and the surrounding communities. We anticipate
continued investment and innovation in this area. In 2025, we will focus on realizing the benefits of vertical integration by expanding our internal asset
retirement capacity. This will help us reduce reliance on third-party contractors, mitigate outsource risks, improve process quality and responsiveness,
and enhance control over environmental remediation and costs.
The composition of the provision for asset retirement obligations at the reporting date was as follows for the periods presented:

| Year Ended
(In thousands) | December 31, 2024 | December 31, 2023
Balance at beginning of period | $506,648 | $457,083
Additions(a) | 111,265 | 3,250
Accretion | 30,868 | 26,926
Asset retirement costs | (6,724) | (5,961)
Disposals(b) | — | (17,300)
Revisions to estimate(c) | 6,521 | 42,650
Balance at end of period | $648,578 | $506,648
Less: Current asset retirement obligations | 6,436 | 5,402
Non-current asset retirement obligations | $642,142 | $501,246

(a) Refer to Note 5 in the Notes to the Group Financial Statements for additional information regarding acquisitions and divestitures.
(b) Associated with the divestiture of natural gas and oil properties. Refer to Note 5 in the Notes to the Group Financial Statements for additional information.
(c) As of December 31, 2024 , we performed normal revisions to our asset retirement obligations, which resulted in a $7 million million increase in the liability. This increase
was comprised of increases of $95 million for cost revisions, which was partially offset by an $89 million decrease attributable to a higher discount rate as a result of an
increase in bond yield volatility during the year. As of December 31, 2023, we performed normal revisions to our asset retirement obligations, which resulted in a $43
million increase in the liability. This increase was comprised of a $28 million increase attributable to a lower discount rate as a result of slightly decreased bond yields as
compared to 2022 as inflation began to increase at a lower rate and $16 million in cost revisions. Partially offsetting these decreases was a $1 million change attributed
to timing.
The anticipated future cash outflows for our asset retirement obligations on an undiscounted and discounted basis are set forth in the tables below as of
December 31, 2024 and 2023. When discounting the obligation, we apply annual inflationary cost increases to our current cost expectations and then
discount the resulting cash flows using a credit adjusted risk free discount rate resulting in a net discount rate of 3.7% and 3.4% for the periods
indicated, respectively. While the rate is comparatively small to the commonly utilized PV-10 metric in our industry, the impact is significant due to the
long-life low-decline nature of our portfolio. Although productive life varies within our well portfolio, presently we expect all of our existing wells to have
reached the end of their productive lives and be retired by approximately 2098.
When evaluating our ability to meet our asset retirement obligations we review reserves models which utilize the income approach to determine the
expected discounted future net cash flows from estimated reserve quantities. These models determine future revenues associated with production using
forward pricing then consider the costs to produce and develop reserves, as well as the cost of asset retirement at the end of a well’s life. These future
net cash flows are discounted using a weighted average cost of capital of 10% to produce the PV-10 of our reserves. After considering the asset
retirement costs in these models, our PV-10 was approximately $3.3 billion , $3.2 billion and $6.1 billion as of December 31, 2024, 2023 and 2022,
respectively, illustrating residual cash flows well beyond our retirement obligations.
As of December 31, 2024:

(In thousands) | Not Later Than One Year | Later Than One Year and Not Later Than Five Years | Later Than Five Years |
Total
Undiscounted | $6,436 | $27,913 | $2,432,934 | $2,467,283
Discounted | 6,436 | 24,450 | 617,692 | 648,578

As of December 31, 2023 :

(In thousands) | Not Later Than One Year | Later Than One Year and Not Later Than Five Years | Later Than Five Years |
Total
Undiscounted | $5,402 | $20,365 | $1,778,876 | $1,804,643
Discounted | 5,402 | 17,975 | 483,271 | 506,648

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Cash Flows
Our principal sources of liquidity have historically been cash generated from operating activities. To minimize financing costs, we apply our excess cash
flow to reduce borrowings on our Credit Facility.
We monitor our working capital to ensure that the levels remain adequate to operate the business with excess cash primarily being utilized for the
repayment of debt or shareholder distributions. In addition to working capital management, we have a disciplined approach to managing operating costs
and allocating capital resources, ensuring that we are generating returns on our capital investments to support the strategic initiatives in our
business operations.

(In thousands) | Year Ended
December 31, 2024 | December 31, 2023 | $ Change | % Change
Net cash provided by operating activities | $345,663 | $410,132 | $(64,469) | (16%)
Net cash used in investing activities | (272,916) | (239,369) | (33,547) | 14%
Net cash used in financing activities | (70,510) | (174,339) | 103,829 | (60%)
Net change in cash and cash equivalents | $2,237 | $(3,576) | $5,813 | (163%)

Net Cash Provided by Operating Activities
For the year ended December 31, 2024, net cash provided by operating activities of $346 million decreased by $64 million, or 16%, when compared to
$410 million in 2023. The change in net cash provided by operating activities was predominantly attributable to the following:
• A decrease in net income of $847 million, driven by a decrease in the fair value adjustments of unsettled derivative financial instruments of $1,095
million , and a decrease of $378 million in income tax expense as a result of marginal well credits; and
• Changes in working capital generated reduced cash outflows of $50 million compared to 2023.
Production, realized prices, operating expenses, and G&A are discussed above.
Net Cash Used in Investing Activities
For the year ended December 31, 2024, net cash used in investing activities of $273 million increased by $34 million, or 14% , from outflows of $239
million in 2023. The change in net cash used in investing activities was primarily attributable to the following:
• A net increase in cash outflows of $58 million for acquisition, divestiture and disposal activity. Net cash outflows associated with acquisitions,
divestitures and disposals was $220 million during the year ended December 31, 2024 when compared to $162 million for the year ended
December 31, 2023. Refer to Note 5 and Note 11 in the Notes to the Group Financial Statements for additional information regarding acquisitions,
divestitures and disposals; and
• A decrease in cash outflows of $22 million for capital expenditures. Capital expenditures were $52 million for the year ended December 31, 2024
compared to $74 million for the year ended December 31, 2023. This decrease was primarily driven by the completion of wells in 2023 that were
under development at the time of the March 2023 Tanos II acquisition. Although we completed additional wells in 2024, the capital expenditures
required for their development were less significant than those in 2023. Additionally, we made improvements at our Black Bear facility in the
Central Region in 2024, which contributed to the overall capital expenditure.
Net Cash Used in Financing Activities
For the year ended December 31, 2024, net cash used in financing activities of $71 million decreased by $103 million, or 59%, as compared to $174
million in 2023. This change in net cash used in financing activities was primarily attributable to the following:
• An increase in cash inflows of $202 million related to debt activity. Debt activity resulted in proceeds, or a net cash inflow of $191 million (including
$805 million in repayments of amortizing debt, inclusive of the retirement of ABS III and V Notes and the ABS Warehouse Facility) in 2024 versus
payments, or a net cash outflow, of $11 million in 2023, with much of the change attributable to the issuance of the ABS VIII and IX Notes and the
Term Loan II during 2024, which was partially offset by the retirement of the ABS III and V Notes;
• A decrease of $84 million due to a reduction in dividends paid in 2024 as compared to 2023;
• A decrease of $6 million due to reduced hedge modifications associated with ABS notes in 2024 as compared to 2023;
• An increase of $9 million due to proceeds received as a result of a lease modification for our fleet that was executed in 2024;
• A decrease of $157 million in proceeds from the equity issuance in 2023 that did not occur in 2024;
• An increase of $29 million due to increased finance costs and restricted cash requirements, primarily attributable to the ABS VIII and IX Notes, and
the Oaktree Seller’s Note issued in 2024, partially offset by the retirement of the ABS III and V Notes; and
• An increase of $10 million due to an increase in share repurchases in 2024.
Refer to Notes 16, 18 and 21 in the Notes to the Group Financial Statements for additional information regarding share capital, dividends and
borrowings, respectively.

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Contractual Obligations & Contingent Liabilities & Commitments
We have various contractual obligations in the normal course of our operations and financing activities. Significant contractual obligations as of
December 31, 2024 were as follows:

(In thousands) | Not Later Than One Year | Later Than One Year and Not Later Than Five Years | Later Than Five Years |
Total
Recorded contractual obligations |  |  |  |
Trade and other payables | $35,013 | $— | $— | $35,013
Borrowings | 209,463 | 940,780 | 585,330 | 1,735,573
Leases | 13,776 | 30,733 | 91 | 44,600
Asset retirement obligation(a) | 6,436 | 27,913 | 2,432,934 | 2,467,283
Other liabilities(b) | 161,467 | 5,384 | — | 166,851
Off-Balance Sheet contractual obligations |  |  |
Firm Transportation(c) | 51,795 | 106,324 | — | 158,119
Total | $477,950 | $1,111,134 | $3,018,355 | $4,607,439

(a) Represents our asset retirement obligation on an undiscounted basis. On a discounted basis the liability is $649 million as of December 31, 2024 as presented in the
Consolidated Statement of Financial Position.
(b) Represents accrued expenses and net revenue clearing. Excludes asset retirement obligations and revenue to be distributed. Refer to Note 23 in the Notes to the Group
Financial Statements for information.
(c) Represents reserved capacity to transport gas from production locations through pipelines to the ultimate sales meters.
We believe that our operational cash flows and existing liquidity will be sufficient to meet our contractual obligations and commitments over the next
twelve months, even in a stressed scenario, as demonstrated by our Viability and Going Concern assessment. Cash flows from operations were $346
million for the year ended December 31, 2024 , which includes partial-year contributions from the Oaktree, Crescent Pass and East Texas II acquisitions
in 2024. Cash flows from operations were $410 million for th e year ended December 31, 2023, which similarly included partial-year contributions from
the Tanos II acquisition in 2023. As of December 31, 2024 and 2023, we had current assets of $304 million and $305 million , respectively, and available
borrowings on our Credit Facility of $101 million and $146 million , respectively, (excluding $14 million and $11 million in outstanding letters of credit,
respectively), which could also be used to service our contractual obligations and commitments over the next twelve months.
Risk Management Framework
Our Enterprise Risk Management (“ERM”) program underscores the significance of risk awareness and mitigation throughout the organization. We
proactively identify, assess, prioritize, monitor, and mitigate risks, enabling us to achieve the strategic objectives outlined in our business model. The
Board conducts thorough assessments of our principal and emerging risks regularly. Principal risks are actively managed due to their potential to
jeopardize our business model, future performance, or financial stability. Emerging risks are new, uncertain, or evolving threats that require ongoing
monitoring, as they may escalate to principal risks over time.
Our ERM program relies on systematic processes to continuously evaluate and enhance based on experience and industry best practices. As directed by
the Audit & Risk Committee, our Senior Leadership Team regularly engages in risk discussions across all operational areas. This proactive dialogue
fosters a culture that highly values risk mitigation, thereby preserving and creating value for our stakeholders. We consider risk management a collective
responsibility and empower all employees to enhance our processes and procedures to mitigate risks effectively. Our ERM program offers reasonable
assurance, not absolute certainty, that our risks are being effectively managed.
Risk Identification
In the risk identification phase of our ERM program, we capture potential and emerging risks arising from changes in circumstances or new
developments. To strengthen our risk identification, we undertake the following activities:
• Continuous monitoring of the risk universe for new or emerging risks;
• Re-evaluating the risk universe at least annually;
• Enhancing our risk awareness culture and identifying risk ownership;
• Interviewing risk owners about current mitigation activities; and
• Designing and implementing a risk mitigation control framework.
Risk Assessment
We assess business risks using a scorecard approach that evaluates (i) likelihood, (ii) potential impact, and (iii) speed of impact. Our assessment
includes both financial and non-financial exposures. For each identified principal risk, we develop a list of mitigating activities and potential opportunities
to offset or minimize the risk.
Risk Response
Risk management begins with the Board, responsible for ensuring that risks are addressed and mitigated through our corporate strategy, business
model, and within the Board’s risk appetite. The Board actively monitors company performance on mitigation activities by engaging with executive and
senior management.

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Principal Risks and Uncertainties
By leveraging our comprehensive risk management framework, we ensure a proactive approach to mitigating potential threats, which is crucial for
maintaining our stability and achieving our strategic goals. Below, we outline our principal risks and corresponding risk responses.
Strategic Risks
1 Corporate Strategy & Acquisition Risk
Our future growth depends heavily on successfully completing acquisitions that align with our strategic goals. The process of executing and seamlessly
integrating acquisitions could place significant demands on our managerial, operational, and financial resources. If we fail to properly assess, execute,
and integrate acquisitions, it could negatively affect our business operations, financial performance, and overall prospects.

Link to Strategy: | .1 . .2 . . 3. .4 . | Link to KPIs: | .1. . 2. .3 . . 4.

Response/Mitigation
• Maintaining a disciplined commitment to our core strategy is essential. By focusing on acquiring low-cost, long-life, and relatively low-decline
producing assets, along with complementary and synergistic midstream assets, we can ensure sustainable growth and stability. This approach
helps us maximize value and efficiency while minimizing risks.
• Our Commercial Development, Land, Reserves, Strategic Planning, and Financial Planning & Analysis teams collaborate closely to identify and
evaluate potential acquisition opportunities that align with our strategic objectives. This teamwork ensures that all potential acquisitions are
thoroughly vetted to meet our criteria.
• Our organization leverages its extensive experience and knowledge to identify and recognize potential opportunities.
• We conduct thorough risk assessments and a comprehensive due diligence process for all potential new acquisitions. This process ensures we
understand the full scope of risks and opportunities associated with each acquisitions, aligning with our commitment to sustainability and strategic
growth.
• We incorporate feedback and evaluations from external experts during the due diligence process. This feedback ensures that we benefit from
specialized knowledge and objective insights, enhancing the thoroughness and accuracy of our assessments.
• We strive to maintain a strong balance sheet with significant liquidity, enabling us to fund growth through acquisitions effectively. This financial
strength ensures we can seize opportunities as they arise, supporting our strategic objectives and long-term success.
2 Climate Risk
Climate-related matters remain central to numerous global corporate discussions and decisions. While opportunities related to climate continue to arise
in this swiftly changing landscape, we acknowledge that these issues may pose risks for DEC. Environmental regulations, climate change concerns, and
investor-driven changes may lead to (i) increased business costs, (ii) challenges in executing our strategy, and (iii) restricted access to specific markets
or investors.

Link to Strategy: | .1 . .2 . . 3. .4 . | Link to KPIs: | .2. . 5. .6 .

Response/Mitigation
• Our Board oversees the development of our climate risk strategy which aims to position us at the heart of the energy transition based on
responsible stewardship of existing natural gas and oil assets. The Board’s decision-making is informed by regular climate subject matter updates
from each of our key Board committees.
• Through our annual TCFD reporting process, we identify and assess climate-related risks for consideration of appropriate risk mitigation actions.
• Our core business strategy aligns with numerous sustainability initiatives. We acquire reliable, long-life, producing wells that often have not reached
their full potential under their former owners. This stewardship model allows us to avoid the high cost and sometimes sizeable environmental
impact often associated with exploration and drilling, which is the intended target of many sustainability initiatives.
• Alongside our zero-tolerance operating principle for fugitive emissions, we invest capital funds towards emission reduction technologies and
projects and regularly deploy SAM optimization techniques that allow us to eliminate or reduce our carbon footprint.
• Our core KPI of methane intensity reduction is central to our corporate goals to reduce both methane and GHG emissions.
• We again expanded our asset retirement capabilities, managed through our Next LVL subsidiary, that will permit us to exceed our long-term
Appalachian asset retirement agreements, reflective of our core KPI to meet or exceed state asset retirement goals.
Financial Risks
3 Commodity Price Volatility Risk
Changes in commodity prices may affect the value of our natural gas and oil reserves, operating cash flows and adjusted EBITDA, regardless of our
operating performance.

Link to Strategy: | .3 . | Link to KPIs: | .1. . 2. .4 .

Response/Mitigation
• Our Senior Leadership Team monitors commodity markets on a daily basis and internal models are routinely updated to evaluate market changes.
This monitoring process includes reviewing realized pricing, forward pricing curves, and basis differentials. This active monitoring is critical to risk
mitigation and the successful execution of our hedge strategy.
• Our hedging policy continues to be guided by our goal to generate reliable free cash flow in any commodity pricing environment and secure our
debt and dividend payments. Our hedge strategy of proactively layering on appropriately structured hedge contracts at advantageous prices and
tenors allows us to capitalize on beneficial price movements in a constantly changing, forward natural gas price market.
• External specialists are consulted on a regular basis to assist in the execution of our hedging strategy.

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4 Financial Strength & Flexibility Risk
Liquidity and access to capital risks arise from our inability to generate cash flows from operations to fund our business requirements or our inability to
access external sources of funding. These risks can result in difficulty in meeting our financial obligations as they become due.

Link to Strategy: | .1 . .2 . . 3. .4 . | Link to KPIs: | .1. . 2. .3 . . 6.

Response/Mitigation
• Our Senior Leadership Team actively monitors debt levels and available borrowing capacity on our Credit Facility.
• Our Senior Leadership Team updates the Board at least quarterly on our debt and liquidity position.
• Our business model of stable production contributes to predictable cash flows, which facilitates an efficient forecasting ability.
• Strong access to bank capital as our borrowing base in the Fall 2024 redetermination was reaffirmed unanimously by our 12 -bank group syndicate.
• Maintain access to multiple avenues of funding beyond our Credit Facility: equity issuance, asset-backed securitizations, and bond issuance.
• Proactive hedge program to protect against commodity price volatility and stabilize operating cash flows.
• Continuous management review of funding and financing alternatives.
Legal, Regulatory and Reputational Risks
5 Regulatory & Political Risk
Our operations are governed by regulations in every jurisdictions where we operate. We cannot predict the impact of potential future laws or
regulations, including whether they could negatively affect our operations. We cannot guarantee that any new legislation, if enacted, will not require us
to incur substantial costs, make significant investments, or reduce production.

Link to Strategy: | .2 . .4 . | Link to KPIs: | .1. . 2. .3 . . 4. . 5 . . 6 . . 7 .

Response/Mitigation
• Operate to the highest industry standards with regulators and monitor compliance with our contracts, asset retirement program and taxation
requirements.
• External specialists utilized on legal, regulatory, and tax issues as required.
• Foster strong relationships with local, state, and federal authorities, as well as other government bodies and key stakeholders.
• Continuous monitoring of the political and regulatory environments in which we operate.
• Working responsibly and community/stakeholder engagement and outreach is an important factor in maintaining positive relationships in the
communities in which we operate.
• We encourage our employees to become actively involved in their communities through industry associations in their respective operating areas. By
leading, participating in and championing a variety of these organizations, we believe that our support of the energy industry’s associations adds
value to our business through the sharing of operating best practices, technical knowledge and legislation updates, ultimately to the benefit of all
our stakeholders.
6 Health & Safety Risk
Potential impacts from a lack of adherence to health and safety policies may result in fines and penalties, serious injury or death, environmental
impacts, statutory liability for environmental redemption and other financial and reputational consequences that could be significant.

Link to Strategy: | .2 . .4 . | Link to KPIs: | .1. . 2. .3 . . 4. . 7 .

Response/Mitigation
• Effectively managing Health and Safety Risk exposure is the first priority for the Board and Senior Leadership Team. The Sustainability & Safety
Committee of the Board regularly reviews health and safety programs and mitigations.
• Health and safety training is included as part of all staff and contractor inductions.
• Detailed training on our field manual procedures has been provided to key stakeholders to ensure processes and procedures are embedded
throughout the organization and all operations.
• Establishing processes for continually assessing our overall operating and EHS capabilities, including evaluations to determine the level of oversight
required.
• Effective execution of the field operating manual in operations.
• Crisis and emergency response procedures and equipment are maintained and regularly tested to ensure we are able to respond to an emergency
quickly, safely and effectively.
• Leading and lagging indicators and targets developed in line with industry guidelines and benchmarks.
• Findings from ‘lessons learned’ reviews are implemented on future operations.
• All employees maintain work stoppage ability.
Operational Risk
7 Cybersecurity Risk
Cybersecurity risks for companies have increased significantly in recent years due to the mounting threat and sophistication of cybercrime. A
cybersecurity breach, incident, or failure of our IT systems could disrupt our businesses, put employees at risk, result in the disclosure of confidential
information, damage our reputation, and create significant financial and legal exposure for DEC.
Our network is designed using a Zero Trust Approach (“ZTA”) and is segmented to provide additional layers of security. We have established several
layers of security, including least privilege access, conditional access policies, and multi-factor authentication (“MFA”). Our ZTA extends beyond our

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network to encompass identity, endpoints, infrastructure, data, and applications. This integrated ecosystem enables enhanced visibility, intelligence, and
automation for our security team. Due to our 100% cloud environment, we focus on continuous testing of our security posture from both trusted and
untrusted sources—both external and internal to our networks—rather than relying on a one-time penetration testing approach. Additionally, we
collaborate with third-party managed security service providers and utilize internal resources for round-the-clock incident monitoring.

Link to Strategy: | .2 . .3 . | Link to KPIs: | .1. . 2. .4 .

Response/Mitigation
• Employees are our first line of defense against cyberattacks, and we promote secure behaviors to help mitigate this growing risk. We focus on
practical rules through robust mandatory annual training and e-learning sessions delivered by our digital security team. One of these rules
addresses phishing and reminds staff to ‘think before they click’.
• We engage with key technology partners and suppliers to ensure potentially vulnerable systems are identified and secured.
• We test our cybersecurity crisis management and business continuity plans, recognizing the evolving nature and pace of the threat landscape.
• We continuously implement and monitor our IT Security Policy, which includes measures to protect against cyberattacks.
• Advanced network security detection with regular threat testing.
• Control and protection of confidential information.
• Our Information Security Management Team, which includes certain members of the Senior Leadership Team including the Chief Financial Officer,
Chief Information Officer, Chief Information Security Officer and General Counsel, meets at least once a quarter to discuss cybersecurity issues,
risks and strategies. The Information Security Management Team regularly briefs the Board of Directors on information security matters, including
assessing risks, efforts to improve our network security systems and enhanced employee trainings. The membership of this committee is
adequately trained and educated to provide proper governance, risk management, and control of the cybersecurity program utilizing the National
Institute of Standards and Technology framework.
There were no cybersecurity incidents during the year ended December 31, 2024, that resulted in an interruption to our operations, known losses of any
critical data, or otherwise had a material impact on our strategy, financial condition, or results of operations. However, the scope and impact of any
future incident cannot be predicted.
Viability and Going Concern
In accordance with Provision 31 section 4 of the UK Corporate Governance Code, and taking into account our current financial position and principal
risks for a period longer than the 12 months required by the going concern statement, the Senior Leadership Team prepared a viability analysis which
was assessed by the Board for approval.
Assessment Process and Key Assumptions
Our financial outlook is assessed primarily through a detailed annual business planning process and a more general multi-year forecast. The Senior
Leadership Team provides the Board with a detailed overview as part of its annual budget approval while providing regular updates at each Board
meeting t hroughout the year. The Board uses this information, along with any other detail it requests, to assess our current performance and longer-
term outlook.
The outputs from the business planning process include a set of key performance objectives, an assessment of our primary risks, the anticipated
operational outlook and a set of financial forecasts that consider the sources of funding available to DEC (the “Base Plan”).
Key assumptions, which underpin the annual business planning process, include the forward price strip for each commodity (natural gas, NGLs and oil),
forecasted operating cost and capital expenditure levels, production profiles, and the availability of liquidity or additional financing. We regularly produce
cash flow projections, which we sensitize for different scenarios including, but not limited to, changes in commodity prices and production rates from our
wells. The Directors and Senior Leadership Team closely monitor these forecast assumptions and projections and seek to mitigate our operating and
liquidity risks.
Based on our financial scenario planning process, the Directors and Senior Leadership Team believe that stress testing forecast results over the Base
Plan for a two-year period through March 2027 forms a reasonable expectation of our viability. At least annually, we perform our two-year Base Plan
forecast for our medium-term strategic planning period. The Directors and Senior Leadership Team are confident that they appropriately monitor and
manage operational risks effectively within the two-year Base Plan, and our scenario planning is focused primarily on plausible changes in external
factors, providing a reasonable degree of confidence.
Viability
The principal risks and uncertainties that affect the Directors’ assessment of our viability in this period are:
• The effect of volatile natural gas prices on the business;
• Operational production performance of the producing assets; and
• Operating cost levels and our ability to control costs.
The Base Plan incorporates key assumptions that reflect these principal risks as follows:
• Projected operating cash flows are calculated using a production profile which is consistent with current operating results and decline rates;
• Assumes commodity prices are in line with the current forward curve which considers basis differentials;
• Operating cost levels stay consistent with historical trends which have been recently elevated due to the inflationary environment;
• The financial impact of our current hedging contracts in place, being approximately 86% and 82%, of total production volumes hedged for the
years ending December 31, 2025 and 2026, respectively; and
• The scenario also includes the scheduled principal and interest payments on our current debt arrangements.

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To assess our viability, the Directors and Senior Leadership Team considered various scenarios around the Base Plan that primarily reflect a more
severe, but plausible, downside impact of the principal risks, both individually and in the aggregate, as well as the additional capital requirements that
downside scenarios could place on us. Conservatively, our viability statement considered the combined impact of all three listed scenarios in:
Scenario 1: Cyclically low gas prices for a year (Henry Hub prices of $2.00 per MMbtu before returning to strip pricing), which have been historically
observed in the market.
Scenario 2: Considered the impact of climate change by assuming a two-week period of lost production in our East Texas/Louisiana region, which is
susceptible to hurricanes, due to a natural disaster (assumed to occur once in each year of the assessment period).
Scenario 3: Considered the impact of climate change by assuming a two -week period of lost production in our Appalachia region (assumption of lost
production in 25% of the total region), which is susceptible to flooding, due to a natural disaster (assumed to occur once in each year of the assessment
period).
The Directors and Senior Leadership Team considered the impact that these principal risks could, in certain circumstances, have on our prospects within
the assessment period, and accordingly appraised the opportunities to actively mitigate the risk of these severe, but plausible, downside scenarios.
Based on their evaluation, the Directors and Senior Leadership Team have a reasonable expectation that we will be able to continue in operation and
meet our liabilities as they fall due during the assessment period.
Going Concern
In assessing our going concern status, we have taken account of our financial position, anticipated future trading performance, borrowings and other
available credit facilities, forecasted compliance with covenants on those borrowings, and capital expenditure commitments and plans. Our cash
generation and liquidity remain adequate and we believe we will be able to operate within existing facilities.
The Directors are satisfied that our forecasts and projections, that take into account reasonably possible changes in trading performance, show that we
have adequate resources to continue in operational existence for at least 12 months from the date of this Annual Report and that it is appropriate to
adopt the going concern basis in preparing our consolidated financial statements for the year ended December 31, 2024.
The Strategic Report was approved by the Board of Directors and signed on its behalf by:
David E. Johnson
Chairman of th e Board
March 17, 2025

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Corporate Governance

| Page
The Chairman’s Governance Statement | 37
Governance Framework | 37
Our Approach to Governance | 40
Board of Directors | 42
Senior Management | 44
Directors’ Report | 45
The Nomination & Governance Committee’s Report | 50
The Audit & Risk Committee’s Report | 52
The Remuneration Committee’s Report | 57
The Sustainability & Safety Committee’s Report | 78

The Chairman’s Governance Statement
Dear Shareholder,
As a Board, we have been driving our governance standards towards meeting best practice, and it has been my privilege to work with this Board which
is committed to maintaining high standards of corporate governance. As Chairman of the Group, my role is to provide leadership, ensuring that the
Board performs its role effectively and has the capacity, ability, structure, corporate governance systems and support to enable it to continue to do so.
This Governance section of this Annual Report provides an update on our Board and Corporate Governance Policy. It includes our UK Corporate
Governance Code compliance statements and the reports of the Board committees, namely the Audit & Risk, Nomination & Governance, Remuneration,
and Sustainability & Safety Committees.
In these reports, we set out our governance structures and explain how we have applied the UK Corporate Governance Code and applicable NYSE and
SEC rules.
David E. Johnson
Chairman of the Board
March 17, 2025
Governance Framework
The Group’s success is directly linked to sound and effective governance and we remain committed to achieving high standards in all we do. The
Directors recognize the importance of strong corporate governance and have developed a corporate governance framework and policies appropriate to
the size of the Group.
As the Group grows, the Directors and Senior Leadership Team continue to review and adjust our approach, make ongoing improvements to the Group’s
corporate governance framework and policies and procedures as part of building a successful and sustainable company.
Good governance creates the opportunity for appropriate decisions to be made by the right people at the right time to support the delivery of our
strategy and manage any risks associated with delivery of that strategy.
Board Agenda and Activities During the Year
The Board is responsible for the direction and overall performance of the Group with an emphasis on policy and strategy, financial results and major
operational issues.
During the year, the matters reserved for the Board’s decision have been reviewed and re-affirmed. Specific matters for the Board’s consideration
include:
• Approval of the Group’s strategic plan;
• Review of the performance of the Group’s strategy, objectives, business plans and budgets;
• Review and assess the Group’s sustainability goals, including the Group’s GHG emission intensity reduction targets;
• Review and assess the Group’s health and safety metrics and goals;
• Approval of the Group’s operating and capital expenditure budgets and any material changes to them;
• Review of material changes to the Group’s corporate structure and management and control structure;
• Review of changes to governance and business policies;
• Monitoring efforts related to community and stakeholder engagement;
• Ensuring an effective system of internal control and risk management;
• Ensure that appropriate succession planning procedures are in-place;
• Approval of annual and interim reports and accounts, and preliminary announcements of year-end results; and
• Review of the effectiveness of the Board and its committees.

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The Board delegates matters not reserved for the Board to the Senior Leadership Team.

Board of Directors
Defines business strategy, assesses risks and monitors performance
Remuneration Committee | Sustainability & Safety Committee | Nomination & Governance Committee | Audit & Risk Committee
Responsible for the Group’s remuneration policy, and for setting pay levels and bonuses for senior management in line with individual performance. Ensures safety and sustainability KPIs are included in remuneration packages. | Monitors the Group’s social, ethical, environmental and safety performance, and oversees all sustainable development issues on behalf of the Board. | Ensures a balance of skills, knowledge, independence and experience on the Board and its committees. Monitors the Group’s governance structure. | Supports the Board in monitoring the integrity of the Group’s financial statements and reviews the effectiveness of the Group’s system of internal controls and risk management systems.

CEO
Takes ultimate responsibility for delivering on strategy, financial and operating performance.
| President & Chief Financial Officer | Executive Vice President of Operations | Chief Legal & Risk Officer | Executive Vice President & Investment Officer | Executive Vice President of Energy Marketing | Chief Human Resources Officer
Description of Role | Manages the finance and accounting activities of the Group and ensures that its financial reports are accurate and completed in a timely manner. Oversees the Group’s information technology function to ensure safety and soundness of internal controls and systems. | Coordinates operating activities and sustainability initiatives to ensure transparency and long-term value for DEC’s stakeholders. | Responsible for legal and compliance, government, policy engagement, community engagement and land and mineral owner engagement. | Responsible for identifying and valuing acquisition targets. | Responsible for developing and implementing a commodity marketing strategy to maximize commodity revenues. | Responsible for HR function and employee relations, policies, practices and operations.
Responsibility | Treasury, Accounting & Financial Reporting, Investor Relations, Information Technology & Sustainability Reporting | Operations, EHS & Regulatory | Legal & Compliance, Land, Policy Engagement & Community Relations | Acquisitions | Marketing | Human Resource
Risk Management Guidelines | Employee Handbook, Code of Business Conduct & Ethics, Tax Policy & Anti-Bribery & Corruption Policy | Employee Handbook, Code of Business Conduct & Ethics, EHS Policy, Climate Policy, Socio-Economic Policy & Field Operating Guidelines | Employee Handbook, Code of Business Conduct & Ethics, Anti-Bribery & Corruption Policy, Whistleblowing Policy & Securities Dealing Policy | Employee Handbook, Code of Business Conduct & Ethics & Anti- Bribery & Corruption Policies | Employee Handbook, Code of Business Conduct & Ethics & Anti- Bribery & Corruption Policies | Employee Handbook and Code of Business Conduct & Ethics, Employee Relations, Human Rights, Anti- Bribery & Corruption Policies & Whistleblowing Policy
Stakeholder Engagement Responsibility | Employees, Rating Agencies, Financial Institutions & Debt & Equity Investors | Communities, Employees & Business Partners | Employees, Industry Associations, Communities, Land & Mineral Owners & Government & Regulators | Customers | Customers | Employees & Communities

Board Effectiveness, Composition and Independence
As of December 31, 2024, the Board was comprised of seven Directors being the Group’s CEO, the Non-Executive Chairman (who was independent
upon appointment) and five other Non-Executive Directors, all of whom were deemed Independent Non-Executive Directors under the UK Corporate

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Governance Code, except one. As Mr. Thomas has served on the Board for ten years as of January 1, 2025, the Board no longer considers him
independent. In January 2025, Ms. Kerrigan retired from the Board due to other commitments.
As a foreign private issuer, under the listing requirements and rules of the NYSE, we are not required to have independent directors on our Board,
except that our audit committee is required to consist fully of independent directors, subject to certain phase-in schedules. Our Board has determined
that five of our six Directors do not have a relationship that would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of the NYSE.
The skills and experience of the Non-Executive Directors are wide and varied and contribute to productive and challenging discussions in the boardroom
ensuring the Board has appropriate independent oversight. For more details on the skills, knowledge and experience of our Board refer to the Directors’
biographies in Board of Directors within this Annual Report.
With a Non-Executive Chairman, and, as of January 1, 2025, four other Independent Non-Executive Directors, over half of the Board is independent and
the Audit & Risk and Remuneration Committees were completely independent. Female representation at the Board level increased from 29% in
late-2019 to 43% as of December 31, 2024 (three out of seven Board members being female).
Recognizing the importance of workforce engagement, Sandra M. Stash serves as the Director responsible for workforce engagement as required under
the UK Corporate Governance Code. The Non-Executive Director Employee Representative directly engages with employees and provides a forum for
feedback to management. These discussions cover a variety of topics including the Group’s culture, policies and actions. Ms. Stash has served as the
Non-Executive Director Employee Representative since 2019. Further information on her role and the work undertaken can be found in the Directors’
Report within this Annual Report.
The Board provides effective leadership and overall management of the Group’s affairs. It approves the Group’s strategy and investment plans and
regularly reviews operational and financial performance and risk management matters. A schedule of matters reserved for the Board is included in the
previous section.
The Board and its committees hold regularly scheduled meetings each year. Additional meetings are held when necessary to consider matters of
importance that cannot be held over until the next scheduled meeting.
All Directors have access to the advice and services of the Group’s solicitors and the Group’s Corporate Secretary, who is responsible for ensuring that all
Board procedures are followed. Any Director may take independent professional advice at the Group’s expense in the furtherance of their duties.
In accordance with the UK Corporate Governance Code, the Directors must stand for re-election annually. The Group’s Articles of Association also
require any new Director appointed by the Board during the year to retire at the next Annual General Meeting (“AGM”) and offer themselves for re-
election.
The Board delegates certain responsibilities to the Board committees, listed below, which have clearly defined terms of reference.
These terms of reference are reviewed annually to ensure they remain fit for purpose and can be viewed on the Gr oup’s website.
Board Committees
The Directors have established four Board committees: an Audit & Risk Committee, Remuneration Committee, Nomination & Governance Committee,
and Sustainability & Safety Committee. The members of these committees were constituted in accordance with the requirements of the UK Corporate
Governance Code, as applicable. The terms of reference of the committees have been prepared in line with prevailing best practice, including the
provisions of the Code. A summary of the delegated duties and responsibilities, terms of reference of the committees and their activities for the year are
presented in their committee reports set out below.
Board Composition
The Board’s composition prioritizes a broad range of perspectives, emphasizing professional experience, industry knowledge, and cognitive diversity. In
recent years, the Board has strategically recruited members to enhance these attributes and is now focusing on a period of stability before considering
further additions. Although the Board does not currently have any ethnically diverse members, it acknowledges the UK Listing Rules’ diversity targets,
which the Group intends to continue to closely examine and evaluate in 2025.
In 2024, the Board complied with the UK Listing Rules’ targets of (i) more than 40% female representation on the Board, with 43% of the Board being
female and (ii) a female holding a senior Board position, with Ms. Kerrigan serving as the Senior Independent Director for the entirety through January
24, 2025 and Ms. Stash appointed to that role upon Ms. Kerrigan’s retirement from the Board.
Board and Executive Management Composition
As required to be presented in accordance with UK Listing Rule 6.6.6R(10) as of December 31, 2024:

Gender Identity or Sex(a) | Number of Board Members | Percentage of the Board | Number of Senior Positions on the Board (CEO, CFO, SID & Chair)(a) | Number in Executive Management | Percentage of Executive Management
Male | 4 | 57% | 3 | 6 | 67%
Female | 3 | 43% | 1 | 3 | 33%
Other categories | — | —% | — | — | —%
Not specified/prefer not to say | — | —% | — | — | —%

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Ethnic Background | Number of Board Members | Percentage of the Board | Number of Senior Positions on the Board (CEO, CFO, SID & Chair)(a) | Number in Executive Management | Percentage of Executive Management
White British or other White (including minority-white groups) | 7 | 100% | 4 | 9 | 100%
Mixed/Multiple Ethnic Groups | — | —% | — | — | —%
Asian/Asian British | — | —% | — | — | —%
Black/African/Caribbean/Black British | — | —% | — | — | —%
Other ethnic group, including Arab | — | —% | — | — | —%
Not specific/prefer not to say | — | —% | — | — | —%

(a) The data reported on the basis of gender identity.
The Board’s Directors are from the U.S. as well as the UK, bringing a range of domestic and international experience to the Board. The Board’s diverse
range of experience and expertise covers not only a wealth of experience of operating in the natural gas and oil industry but also extensive technical,
operational, financial, legal and environmental expertise.
UK Corporate Governance Code Compliance Statement
The Directors support high standards of corporate governance, and it is the policy of the Group to comply with current best practice in UK corporate
governance.
The UK Corporate Governance Code published in July 2018 by the Financial Reporting Council (“FRC”), as amended from time to time, (the “Corporate
Governance Code”) recommends that: (i) the Chair of the Board of Directors should meet the independence criteria set out in the Corporate Governance
Code on appointment; and (ii) the Board should appoint one of the Independent Non-Executive Directors to be the Senior Independent Director. The
Chair of the Board is David E. Johnson, who was independent as of his appointment and whom the Group continues to consider independent, and the
Senior Independent Director for the year ended December 31, 2024 was Sylvia Kerrigan. The Board also considers Sandra M. Stash, David J. Turner, Jr.,
Sylvia Kerrigan and Kathryn Z. Klaber to meet the independence criteria set out in the Corporate Governance Code. Following the resignation of Sylvia
Kerrigan from the Board on January 24, 2025, Sandra Stash has been appointed as the Senior Independent Director. Since January 1, 2025, the
Company has been subject to the UK Corporate Governance Code 2024 (the ”2024 Code”) and will report on its compliance with the principles and
provisions of the 2024 Code in its 2025 Annual Report.
Currently, the Board is of the opinion that as of the date of this report it fully complies with the requirements of the Corporate Governance Code.
Additionally, the Directors acknowledge the requirement to implement a diversity policy that will be applicable to the Group’s administrative,
management and supervisory bodies and the Remuneration, Audit & Risk and Nomination & Governance committees. For more details, refer to Board
Composition and Workforce Composition within this Annual Report.
Our Approach to Governance
As of the date of this Annual Report, our Board is made up of six Directors: one Executive Director, chairman and four Non-Executive Directors (all of
whom are independent, except one ).
Alongside the continued focus on our business strategy, we achieved significant milestones in 2024 in strengthening core areas of the business. One
such area of focus was corporate governance, where we engaged external consultants to advise on Board best practices, including independence,
composition and expertise.
Key Governance Improvements During 2024
The Board recognizes the benefits of good governance and is seeking to apply this in a meaningful way. DEC is a rapidly evolving company that is in an
expansion and transition phase. Accordingly, the Board is acutely aware of the need to rapidly and effectively integrate new businesses into the
reporting and governance framework of the Group, as determined by the Board. It is recognized that the Board has a key role in balancing the
fundamental elements of good governance, namely to deliver business growth and build trust while maintaining a dynamic management framework.
The Board appreciates the importance of good and effective communication and remains in close contact with its shareholders and other stakeholders.
The Board is actively engaged in the process of solidifying its governance framework for its rapidly expanding business. The Board concluded that
overall compliance with governance best practice has improved during the year under review, with the following having been achieved:
• The Board re-affirmed several key governance policies including the following: Securities Dealing Policy, Whistleblowing Policy, Anti-Bribery &
Corruption Policy, Socio-Economic Policy, Modern Slavery Policy, EHS Policy, Climate Policy, Employee Relations Policy, Human Rights Policy,
Business Partners Policy, Biodiversity Policy, Code of Business Conduct & Ethics, and Tax Policy.
• The Board achieved further progression of the Group’s overall corporate governance framework and practices, taking into account evolving market
best practices and the Group’s NYSE-listing, including, among other things, a continued review and update of the Group’s committee charters and
governance policies.
• The Audit & Risk Committee is fully independent and continues to adopt best practice.
• The Remuneration Committee is also independent with three Non-Executive Directors and the Non-Executive Chairman, and, together with a third-
party consultant, conducted a thorough review of the remuneration policy and practices and undertook a consultation exercise with the Group’s
largest shareholders.

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• Each committee completed a thorough charter evaluation to identify gaps in coverage, relevance and applicability as well as potential areas of
improvement.
• Together with the executive management team, the Chairman and the Nomination & Governance Committee continued to formulate succession
planning procedures and plans around key-roles in management.
• The Board encouraged employee outreach and training regarding the Group’s Whistleblowing Policy and was satisfied by measures taken, including
the placement of awareness posters with hotline details in all major offices.
• Sylvia Kerrigan continued to serve as Senior Independent Director (for the entirety of 2024 and resigned as a director on January 24, 2025).
Corporate Governance Practices and Foreign Private Issuer Status
Companies listed on the NYSE must comply with the corporate governance standards provided under Section 303A of the NYSE Listed Company Manual.
As a “foreign private issuer,” as defined by the SEC, we are permitted to follow home country corporate governance practices, instead of certain
corporate governance practices required by the NYSE for U.S. domestic issuers, except that we are required to comply with Sections 303A.06, 303A.11
and 303A.12(b) and (c) of the Listed Company Manual. Under Section 303A.06, we must have an audit committee that meets the independence
requirements of Rule 10A-3 under the Exchange Act. Under Section 303A.06, we must disclose any significant ways in which our corporate governance
practices differ from those followed by domestic companies under NYSE listing standards. Finally, under Section 303A.12(b) and (c), we must promptly
notify the NYSE in writing after becoming aware of any non-compliance with any applicable provisions of this Section 303A and must annually make a
written affirmation to the NYSE. Further, an LSE listed company must disclose in its annual financial report a statement of how the listed company has
applied the principles set out in the UK Corporate Governance Code, in a manner that would enable shareholders to evaluate how the principles have
been applied, and a statement as to whether the listed company has (a) complied throughout the accounting period with all relevant provisions set out
in the UK Corporate Governance Code; or (b) not complied throughout the accounting period with all relevant provisions set out in the UK Corporate
Governance Code and if so, setting out: (i) those provisions, if any it has not complied with; (ii) in the case of provisions whose requirements are of a
continuing nature, the period within which, if any, it did not comply with some or all of those provisions; and (iii) the company’s reasons for
non-compliance.
For the purposes of NYSE rules, so long as the Group qualifies as a foreign private issuer, we are eligible to take advantage of certain exemptions from
NYSE corporate governance requirements provided in the NYSE rules. We are required to disclose the significant ways in which our corporate
governance practices differ from those that apply to U.S. companies under NYSE listing standards.
Section 312.03 of the NYSE Rules requires that a listed company obtain, in specified circumstances, (1) shareholder approval to adopt or materially
revise equity compensation plans, as well as (2) shareholder approval prior to an issuance (a) of more than 1% of its ordinary shares (including
derivative securities thereof) in either number or voting power to related parties, (b) of more than 20% of its outstanding ordinary shares (including
derivative securities thereof) in either number or voting power or (c) that would result in a change of control. The Group intends to follow home country
law in determining whether shareholder approval is required. Section 302 of the NYSE Rules also requires that a listed company hold an annual
shareholders’ meeting for holders of securities during each fiscal year. We will follow home country law in determining whether and when such
shareholders’ meetings are required.
The Group may in the future decide to use other foreign private issuer exemptions with respect to some or all of the other requirements under the NYSE
Rules. Following our home country governance practices may provide less protection than is accorded to investors under the NYSE listing requirements
applicable to domestic issuers. We intend to take all actions necessary for us to maintain compliance as a foreign private issuer under the applicable
corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules adopted by the SEC and NYSE listing standards. Because we are a
foreign private issuer, our directors and senior management are not subject to short swing profit and insider trading reporting obligations under Section
16 of the Exchange Act. They will, however, be subject to the obligations to report changes in share ownership under Section 13 of the Exchange Act
and related SEC rules.

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Board of Directors
The Group has a commitment to strong governance, reporting and operating standards. During 2024, the Board comprised of seven Directors: including
a Non-Executive Chair (who was independent upon appointment and whom the Group continues to consider independent), a Non-Executive Vice-Chair,
an Executive Director, the Senior Independent Director, three additional independent Non-Executive Directors.

| David E. Johnson |  | Rusty Hutson, Jr. |  | Martin K. Thomas
| Non-Executive Chairman, independent upon appointment |  | Co-Founder and Chief Executive Officer |  | Non-Executive Vice Chair, independent through December 31, 2023
Age | 64 |  | 55 |  | 60
Appointed | February 3, 2017 and as Chair of the Board on April 30, 2019 |  | July 31, 2014 |  | January 1, 2015
Committee Membership | Remuneration Committee, Sustainability & Safety Committee |  | None |  | Nomination & Governance Committee
Experience | Mr. Johnson has served on our Board of Directors since February 2017 and as the Independent Chairman since April 2019. He has worked at a number of leading investment firms, as both an investment analyst and a manager, and more recently in equity sales and investment management. Mr. Johnson currently serves on the board of Chelverton Equity Partners, an AIM-listed holding company, where he serves as a member of the Remuneration, Audit and Nomination committees. Previously, Mr. Johnson was a consultant at Chelverton Asset Management from August 2016 to February 2019. Prior to that, he worked as a fund manager for the investment department a large insurance company and then as Head of Sales and Head of Equities at a London investment bank. Mr. Johnson earned a Bachelor of Arts in Economics from the University of Reading. |  | Mr. Hutson is our co-founder and has served as our Chief Executive Officer since the founding of our predecessor entity in 2001. Mr. Hutson also serves on our Board of Directors. Mr. Hutson is the fourth generation in his family to immerse himself in the natural gas and oil industry, with family roots dating back to the early 1900s. Mr. Hutson spent many summers of his youth working with his father and grandfather in the oilfields of West Virginia. He graduated from Fairmont State College (WV) with a degree in accounting. After college, Mr. Hutson spent 13 years steadily progressing into multiple leadership roles at well-known banking institutions such as Bank One and Compass Bank. His final years in the banking industry were spent as CFO of Compass Financial Services. Building upon his experiences in the natural gas and oil industry, as well as the financial sector, Mr. Hutson established Diversified Energy Company in 2001. After years of refining his strategy, Mr. Hutson and his team took Diversified public in 2017. He continues to lead his team and expand the Group’s footprint. With a rapidly growing portfolio, Mr. Hutson remains focused on operational excellence and creating shareholder value. |  | Mr. Thomas has served on our Board of Directors since January 2015. Since January 2022, Mr. Thomas has served as a consultant at the law firm Wedlake Bell LLP, from where he was previously a Partner from January 2018 to December 2021. During his more than 30-year legal career, Mr. Thomas has also served as Partner of Watson Farley & Williams LLP from February 2015 to April 2017 and as consultant of the same firm from May 2017 to May 2018. Mr. Thomas earned a Bachelor of Laws from the University of Reading and completed his Law Society Final Examinations at The College of Law in the UK.
Key Strengths | Investment sector knowledge; finance; providing strong leadership to the Board in connection with the Board’s role of overseeing strategy and developing stakeholder relations. |  | Deep understanding and leadership in the natural gas and oil sector; strong track record in developing and delivering results in line with strategy; finance; risk management. |  | Corporate law; advising on mergers and acquisitions; public offerings.
Current External Roles | Chelverton Equity Partners (Director), an AIM-listed holding company |  | Board of Governors of West Virginia University |  | Wedlake Bell LLP (Consultant) and Jasper Consultants Limited (Director)

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Board of Directors (continued)
| Sandra M. Stash |  | David J. Turner, Jr. |  | Kathryn Z. Klaber
| Independent Non-Executive Director & Non-Executive Director Employee Representative |  | Independent Non-Executive Director |  | Independent Non-Executive Director
Age | 65 |  | 61 |  | 58
Appointed | October 21, 2019 |  | May 27, 2019 |  | January 1, 2023
Committee Membership | Sustainability & Safety Committee (Chair), Remuneration Committee, Audit & Risk Committee |  | Audit & Risk Committee (Chair), Remuneration Committee (appointed Chair on January 24, 2025), Nomination & Governance Committee |  | Nomination & Governance Committee (Chair), Audit & Risk Committee, Sustainability & Safety Committee
Experience | Ms. Stash has served on our Board of Directors since October 2019. Ms. Stash joined Tullow Oil in October 2013 serving as Executive Vice President of Safety, Operations and Engineering, and External Affairs where she served until March 2020. Ms. Stash is a Certified Director of the US National Association of Corporate Directors and a Fellow of the Canadian Academy of Engineering and currently serves on the boards of Medallion Midstream LLC, Trans Mountain Company, Warriors and Quiet Waters as Chair, the Colorado School of Mines Board of Governors, First Montana Bank, and the African Gifted Foundation. Ms. Stash earned a Bachelor of Science in Petroleum Engineering from the Colorado School of Mines and is a Registered Professional Engineer |  | Mr. Turner has served on our Board of Directors since May 2019. Mr. Turner has served as Chief Financial Officer of Regions Financial Corporation (NYSE: RF) since 2010 where he leads all finance operations, including mergers and acquisitions, financial systems, investor relations, corporate treasury, corporate tax, management planning and reporting and accounting. Prior to his appointment as Chief Financial Officer, Mr. Turner oversaw the Internal Audit Division for AmSouth Bank (which merged with Regions Financial Corporation in 2006) from April 2005 to March 2010. Before beginning his banking career, Mr. Turner was a certified public accountant and an Audit Partner with Arthur Andersen and KPMG specializing in financial services clients. He earned a Bachelor of Science in Accounting from the University of Alabama. |  | Ms. Klaber has served on our Board of Directors since January 2023. Since 2014, Ms. Klaber has served as the Managing Director of The Klaber Group, which provides strategic consulting services to businesses and organizations with a focus on energy development in the United States and abroad. Prior to founding The Klaber Group, Ms. Klaber launched the Marcellus Shale Coalition, serving as its first CEO from 2009 to 2013. Previously in her career, Ms. Klaber also served as the Executive Vice President for Competitiveness at the Allegheny Conference on Community Development, Executive Director of the Pennsylvania Economy League, and consultant at Environmental Resources Management, where she gained significant experience in EHS strategy and compliance. Ms. Klaber received her B.A. in Environmental Science from Bucknell University and her MBA from Carnegie Mellon University.
Key Strengths | Risk management & sustainability; operations & engineering; employee engagement. |  | Financial expert with recent and relevant experience; capital markets; financial operations; audit experience; risk management. |  | Regulatory compliance, energy specific sustainability programs; EHS processes industry knowledge, risk management; governance.
Current External Roles | Colorado School of Mines (Board of Governors member), Trans Mountain Company, Warriors and Quiet Waters, a Canadian Crown Corporation (Chair and Director), First Montana Bank (Director), and Medallion Midstream, LLC (Director) |  | Regions Financial Corporation (CFO), Junior Achievement of Alabama, Inc. (Board and Executive Committee), Leadership Alabama (Director), a nonprofit organization, and Five Star Preserve (Director), a nonprofit organization |  | RLG International (Director), Junior Achievement of Western Pennsylvania (Director and immediate past-Chair), and Beaver County Chamber of Commerce (Beaver County, Pennsylvania) (Chair)

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Board of Directors (continued) |  |  | Senior Management |  |
| Sylvia Kerrigan |  |  | Bradley G. Gray |  | Ben Sullivan
| Senior Independent Non-Executive Director (ceased to be a director on January 24, 2025) |  |  | President and Chief Financial Officer |  | Senior Executive Vice President, Chief Legal & Risk Officer, and Corporate Secretary
Age | 59 |  |  | 56 |  | 46
Appointed | October 11, 2021 |  |  |  |  |
Committee Membership | Remuneration Committee (Chair for entirety of 2024 through January 24, 2025), Nomination & Governance Committee |  |  |  |  |
Experience | Ms. Kerrigan has served on our Board of Directors since October 2021. Currently, she is the Chief Legal Officer at Occidental Petroleum Corporation (NYSE: OXY). Prior to joining Occidental, Ms. Kerrigan served as the Executive Director of the Kay Bailey Hutchinson Center for Energy, Law and Business at the University of Texas, where she remains a member of the Executive Council. In Ms. Kerrigan’s more than 20 years with Marathon Oil Corporation, she served in a number of roles overseeing public policy, legal and compliance, corporate positioning and external communications before retiring in 2017 after eight years as the Executive Vice President, General Counsel and Corporate Secretary. Ms. Kerrigan has also served as a director for Hornbeck Offshore Services, Inc. since August 2022 and Board of Trustees for Southwestern University since March 2014. Ms. Kerrigan holds a Directorship Certification through the National Association of Corporate Directors. Ms. Kerrigan earned a Bachelor of Arts from Southwestern University and a Doctor of Jurisprudence from the University of Texas at Austin School of Law. |  |  | Mr. Gray has served as our President and Chief Financial Officer since September 2023. Mr. Gray has also served as the Group’s Executive Vice President, Chief Operating Officer since October 2016 to September 2023. Mr. Gray has also served on the Board of Directors until September 2023. Prior to joining the Group, Mr. Gray served as the Senior Vice President and Chief Financial Officer for Royal Cup, Inc. from August 2014 to October 2016. Prior to that, from 2006 to 2014, Mr. Gray served in various roles at The McPherson Companies, Inc., most recently as Executive Vice President and Chief Financial Officer from September 2006 to December 2013. Mr. Gray previously worked in various financial and operational roles at Saks Incorporated from 1997 to 2006. Mr. Gray has a B.S. degree in Accounting from the University of Alabama and was formerly a licensed CPA (Alabama). |  | Mr. Sullivan has served as our Senior Executive Vice President, Chief Legal & Risk Officer, and Corporate Secretary since September 2023, and prior to that served as Executive Vice President, General Counsel and Corporate Secretary since 2019. Prior to joining us, Mr. Sullivan worked with Greylock Energy, LLC (an ArcLight Capital Partners portfolio company) and its predecessor, Energy Corporation of America, from 2012 to 2017, most recently as Executive Vice President, General Counsel and Corporate Secretary from 2017 to 2019. Prior to that, Mr. Sullivan served as counsel for EQT Corporation from 2006 to 2012. He is a member of the leadership and board of directors of several commerce, legal and industry groups, and has considerable experience in corporate governance and reporting, corporate responsibility and sustainability matters, complex commercial transactions, land/real estate, acquisitions & divestitures, financing, government investigations and corporate workouts and restructurings. Mr. Sullivan received a B.A. from the University of Kentucky and a J.D. degree from the West Virginia University College of Law. He holds licenses to practice law in several states, including Pennsylvania and West Virginia.
Key Strengths | Corporate law; governance; merger and acquisition; regulatory; risk management; cybersecurity and information privacy matters; corporate responsibility and sustainability. |  |  | Corporate structure; operational processes and management; finance; strategic support to the CEO; mergers and acquisitions; acquisition integration; information technology; personnel leadership. |  | Legal expert, mergers and acquisitions, land/real estate, regulatory compliance and governance, risk management and strategic support to the CEO.
Current External Roles | Occidental Petroleum (Chief Legal Officer), Kay Bailey Hutchinson Center for Energy, Law and Business at the University of Texas (Director), and Hornbeck Offshore Services, Inc. (Director) |  |  | None |  | None

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Directors’ Report
The Directors present their report on the Group, together with the audited Group Financial Statements , for the year ended December 31, 2024.
Board of Directors
The Directors of the Group who were in office during the year and up to the date of signing the financial statements were:
• David E. Johnson - Non-Executive Chair (independent upon appointment)
• Rusty Hutson, Jr. - Chief Executive Officer and Executive Director
• Martin K. Thomas - Non-Executive Vice Chair
• David J. Turner, Jr. - Independent Non-Executive Director
• Sandra M. Stash - Independent Non-Executive Director
• Sylvia Kerrigan - Senior Independent Non-Executive Director (for the entirety of 2024 through January 24, 2025)
• Kathryn Z. Klaber - Independent Non-Executive Director
Incorporation and Listing
The Company was incorporated on July 31, 2014, and completed the transfer to the Official List of the Financial Conduct Authority (“FCA”) and
admission to the Main Market of the LSE from AIM in May 2020. The Company commenced trading on the New York Stock Exchange (“NYSE”) on
December 18, 2023. Following the changes to the UK Listing Rules on 29 July 2024, the Premium Listing Segment was replaced by the Equity Shares
(Commercial Companies) category and the Company continues to remain listed on the new equity shares (commercial companies) category of the
Official List of the Financial Conduct Authority.
Review of Business, Outlook & Dividends
The Group is a natural gas, NGLs and oil producer and midstream operator and is focused on acquiring and operating mature producing wells with long
lives and low-decline profiles. The Group’s assets have historically been located within the Appalachian Region, but the Group has acquired assets
expanding its footprint into the Central Region, consisting of the states of Louisiana, Texas and Oklahoma. The Group is headquartered in Birmingham,
Alabama, U.S., and has field offices located throughout the states in which it operates.
Details of the Group’s progress during the year and its future prospects are provided in the Strategic Report within this Annual Report .
Results
The Group’s reported statutory loss for 2024 was $87 million, or $1.84 per share, and when adjusted for certain non-cash items, it reported adjusted
EBITDA of $472 million. The Group’s adjusted EBITDA for 2023 was $547 million. For more information on adjusted EBITDA refer to APMs within this
Annual Report .
Dividend Approach
The Board’s target has been to return free cash flow to shareholders by way of dividend, on a quarterly basis, in line with the strength and consistency
of the Group’s cash flows.
For the three months ended March 31, 2024 , the Group paid a dividend of $0.290 per share on September 27, 2024. For the three months ended
June 30, 2024, the Group paid a dividend of $0.290 per share on December 27, 2024. For the three months ended September 30, 2024, the Group
expects to pay a dividend of $0.290 per share on March 31, 2025. For the three months ended December 31, 2024, the Group expects to pay a dividend
of $0.29 per share.
The Directors may further revise the Group’s approach to dividends from time to time in line with the Group’s actual results and financial position. The
Board’s approach to its dividend reflects the Group’s current and expected future cash flow generation potential.
Disclosure of Information under UKLR 6.6.1R
The information that fulfills the reporting requirements under this rule can be found in the locations identified below.

Section | Topic | Location
(1) | Interest capitalized | Not applicable
(2) | Publication of unaudited financial information | Not applicable
(4) | Details of long-term incentive schemes | The Remuneration Committee's Report
(5) | Waiver of emoluments by a Director | Not applicable
(6) | Waiver of future emoluments by a Director | Not applicable
(7) | Non pre-emptive issues of equity for cash | Share Capital
(8) | As item (7), in relation to major subsidiary undertakings | Not applicable
(9) | Parent participation in a placing by a listed subsidiary | Not applicable
(10) | Contracts of significance | Not applicable
(11) | Provision of services by a controlling shareholder | Not applicable
(12) | Shareholder waivers of dividends | Not applicable
(13) | Shareholder waivers of future dividends | Not applicable
(14) | Agreements with controlling shareholders | Not applicable

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Directors’ Interest in Shares
The Directors’ beneficial interests in the Group’s share capital, including family interests, on December 31, 2024 are shown below. These interests are
based on the issued share capital at that time. As of February 28, 2025, there have been no changes to the Directors’ interests. The Non-Executive
Directors will purchase shares after the release of this Annual Report pursuant to the Non-Executive Director Share Purchase Program implemented
in 2022.

Director | Appointed | Shares of £0.20 | % of Issued Share Capital
Rusty Hutson, Jr. | July 31, 2014 | 1,234,134 | 2.41%
Martin K. Thomas | January 1, 2015 | 113,850 | 0.22%
David E. Johnson | February 3, 2017 | 23,750 | 0.05%
David J. Turner, Jr. | May 27, 2019 | 33,087 | 0.06%
Sandra M. Stash | October 21, 2019 | 4,092 | 0.01%
Kathryn Klaber | January 1, 2023 | 2,912 | 0.01%
Sylvia Kerrigan | October 11, 2021 | 3,181 | 0.01%
|  | 1,415,006 | 2.77%

Future Developments
The Directors continue to review and evaluate strategic acquisition opportunities recommended by the Senior Leadership Team, which align with the
strategy and requirements of the Group. Additional details are disclosed in Strategy within this Annual Report.
Share Capital
As of December 31, 2024, the Group’s issued share capital consisted of 51,295,942 shares with a par value of £0.20 each, with ~45% of record holders
in the U.S. and ~55% of record holders in the UK. The Group has only one class of share and each share carries the right to one vote at the Group’s
AGM. No person has any special rights of control over the Group’s share capital and all issued shares are fully paid. There are no specific restrictions on
the size of a holding nor on the transfer of shares, which are both governed by the general provisions of the Group’s Articles of Association and
prevailing legislation. The Directors are not aware of any agreements between holders of the Group’s shares that may result in restrictions on the
transfer of securities or on voting rights.
The Group was authorized by shareholders at the 2024 AGM held on May 10, 2024 to purchase in the market up to 10% of its issued shares (excluding
any treasury shares), subject to certain conditions laid out in the authorizing resolution. The standard authority is renewable annually; the Directors will
seek to renew this authority at the upcoming AGM. Details of shares issued and repurchased by the Group during the period are set out in Note 16 in
the Notes to the Group Financial Statements.
In the second half of 2024, the Company issued 4,592,095 new ordinary shares at an average $12.13 per share (£9.41 ) for aggregate gross proceeds of
$56 million to fund a portion of the East Texas II and Crescent Pass transactions, discussed in Note 5. The new shares issued represented 9% of the
Company’s existing share capital as of December 31, 2024.
Employee Benefit Trust
An Employee Benefit Trust (“EBT”) was established in 2022 to purchase shares already in the market and is operated through a third-party trustee. The
objective of the EBT is to benefit the Group’s employees and in particular, to provide a mechanism to satisfy rights to shares arising on the exercise or
vesting of awards under the Group’s share-based incentive plans and reduce dilution for shareholders. As of February 28, 2025, the EBT holds 646,098
shares and has distributed 561,566 shares under the Group’s share-based incentive plans.
Financial Instruments
Details of the Group’s principal risks and uncertainties relating to financial instruments are detailed below and in Note 25 in the Notes to the Group
Financial Statements.
Risk Management
Risk management is integral to all of the Group’s activities. Each member of executive management is responsible for continuously monitoring and
managing risk within the relevant business areas. Every material decision is preceded by an evaluation of applicable business risks. Reports on the
Group’s risk exposure and reviews of its risk management are regularly undertaken and presented to the Board. Additional details regarding the Group’s
risk management can be found in Principal Risks and Uncertainties in the Strategic Report within this Annual Report.
Securities Dealing Code
The Group adopted a Securities Dealing Code for share dealings reasonably designed for a company listed on the equity shares (commercial companies)
category of the Official List of the FCA and admitted to the Main Market of the LSE and NYSE-listed company to promote compliance with insider trading
laws, rules, regulations and applicable listing standards. The code applies to the Directors, members of the Senior Leadership Team and other relevant
employees of the Group and is monitored by the Group’s compliance-focused employees.
Other Corporate Governance Policies
The Board reviewed, updated, and reaffirmed several key governance policies in 2024, including the following:
• Whistleblowing Policy - aims to provide guidance as to how individuals may raise their concerns and to ensure that they may do so confidently
and confidentially.
• Anti-Bribery & Corruption Policy - acknowledges the Group’s commitment to right and ethical practices and addresses bribery and corruption
risk as a part of the Group’s overall risk management strategy.

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• Socio-Economic Policy - affirms the Group’s commitment to being recognized as a leader in the field of corporate responsibility and recognizes
the added value for our shareholders.
• Modern Slavery Policy - recognizes that modern slavery is a significant global human rights issue and has many forms including human
trafficking, forced labor, child labor, domestic servitude, people trafficking and workplace abuse. The Group is committed to respecting
internationally recognized human rights, including ensuring that we are in no way involved or associated with the issue of forced or involuntary
labor and that modern slavery and human trafficking are not taking place in any part of our business.
• EHS Policy - guides activities to protect employees, contractors, the public and the environment.
• Climate Policy - recognizes that climate change is a complex global issue that may have an impact of the Group’s operations, processes,
equipment and capabilities.
• Employee Relations Policy - acknowledges the value of the Group’s employees and highlights the Group’s commitments to promote employee
safety, health and well-being.
• Human Rights Policy - recognizes the Group’s commitment and responsibility to ensure that human rights are upheld in every of its business
operations and to promote human rights where it can make a positive contribution.
• Business Partners Policy - provides the standards the Group expects from its consultants, outsourced providers, subcontractors, vendors and
suppliers to adhere to in their business activities with the Group.
• Biodiversity Policy - outlines the Group’s commitment to promote a net positive impact on the environment and its natural biodiversity.
• Code of Business Conduct & Ethics - provides the standards the Group expects from its Directors, officers and employees, including honest and
ethical conduct, compliance with applicable laws and prompt internal reporting and accountability for adherence to the code.
• Tax Policy - outlines the Group’s tax objections and the foundation of the Group’s tax approach.
These corporate governance policies can be viewed on the Group’s website at www.div.energy/about-us/corporate-governance.
Subsequent Events
Refer to Note 28 in the Notes to the Group Financial Statements.
Director Attendance at Board and Committee Meetings
Directors are expected to attend and participate in all Board meetings and meetings of committees on which they serve and are expected to be available
for consultation with management as requested from time to time. Regular Board and committee meetings are held at such times as the Board and
committees, respectively, may determine. Special meetings may be called upon appropriate notice at any time.
The following table shows the number of Board and committee meetings required to be held and actually held in 2024 :

Type of Meeting | Number of Meetings Required to be Held | Number of Meetings Held
Board of Directors | — | 10
Audit & Risk Committee | 3 | 5
Nomination & Governance Committee | 2 | 3
Remuneration Committee | 2 | 3
Sustainability & Safety Committee | 2 | 6

Members of the Board attended Board and committee meetings (to the extent they were members of such committee in 2024) as summarized in the
following table.

Director | Committee Seats (during 2024 ) | Board | Audit & Risk Committee | Nomination & Governance Committee | Sustainability & Safety Committee | Remuneration Committee
Rusty Hutson, Jr. | None | 10 | — | — | — | —
David E. Johnson | R,S | 10 | — | — | 6 | 3
Martin K. Thomas | N | 10 | — | 3 | — | —
Kathryn Z. Klaber | N,A,S | 10 | 5 | 3 | 6 | —
Sandra M. Stash | S,A,R | 10 | 5 | — | 6 | 3
David J. Turner, Jr. | A,R | 10 | 5 | — | — | 3
Sylvia Kerrigan | R,N | 10 | — | 3 | — | 3

Directors’ Indemnities
As permitted by the Group’s Articles of Association, the Directors have the benefit of an indemnity, which is a qualifying third-party indemnity provision
as defined by Section 234 of the Companies Act 2006. The indemnity was in force during the financial year and remains in force at the date of this
report. The Group also purchased and maintained throughout the financial period Directors’ and officers’ liability insurance in respect of itself and its
Directors. This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006.

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Conflict of Interest
There are no potential conflicts of interest between any duties owed by the Directors or members of the Senior Leadership Team to the Group and their
private interests and/or other duties. In addition, there are no arrangements or understandings with any of the shareholders of the Group, customers,
suppliers or others pursuant to which any Director or member of the Senior Leadership Team was selected to be a Director or Senior Manager. The
Group tests regularly to ensure awareness of any future potential conflicts of interest and related party transactions. Directors are required to declare
any additional or changed interests at the beginning of each Board meeting. In the event a conflict should arise, the pertinent Director would not take
part in decision making related to the conflict. Additionally, there are no family relationships among any of our Directors or Senior Managers
Substantial Shareholders
As of February 26, 2025 , the following shareholders hold greater than 3% of the Group’s issued shares with voting rights:

Shareholders(a) | Number of Shares | % of Issued Share Capital
BlackRock | 4,909,399 | 8.21%
Columbia Management Investment Advisers | 3,251,605 | 5.44%
Jupiter Asset Management | 2,792,978 | 4.67%
Maverick Natural Resources | 2,342,445 | 3.92%
Hargreaves Landsdown | 2,108,083 | 3.53%
Interactive Investor | 2,052,048 | 3.43%

(a) The Group derives the information from TR1 notifications, its third-party performed annual shareholder analysis to support its Foreign Private Issuer status as a U.S.
Corporation listed on the LSE, and from periodic third-party share register reports it receives.
Independent Auditors
The independent auditors, PricewaterhouseCoopers LLP (“PwC”), have expressed their willingness to continue in office as auditors and a resolution to
reappoint PricewaterhouseCoopers LLP will be proposed at the forthcoming AGM.
Corporate Governance Statement
The Directors recognize the importance of sound corporate governance and their associated report is set out in the Chairman’s Governance Statement
within this Annual Report . The Group reports against the UK Corporate Governance Code.
As further described in the UK Corporate Governance Code Compliance Statement provided within this Annual Report, the Group is currently in
compliance with the Corporate Governance Code other than as set out therein.
Engagement with Employees’ Statement
The Group is exempted from some reporting requirements, as it did not employ more than 250 employees in the UK during the year under review. As of
December 31, 2024, the Group had 1,589 full-time employees, with 1,187 production employees and 402 production support employees across our ten -
state operating footprint in the U.S.
In line with industry standards in the country of employment, our employees maintain a range of relationships with union groups. The Group has not
previously experienced labor-related work stoppages or strikes and believe that our relations with union groups and our employees are satisfactory.
As per Section 54(1) of the Modern Slavery Act 2015, our Modern Slavery Policy is reviewed and approved by the Board annually and published on our
website. The statement covers the activities of the Group and details policies, processes and actions we have taken to ensure that slavery and human
trafficking are not taking place in our supply chains or any part of our business. More information on our Modern Slavery Policy can be found on our
website.
Pursuant to the Group’s Employee Handbook, the Group will endeavor to make reasonable accommodation to the known physical or mental limitations
of qualified employees with disabilities.
Engagement with Stakeholders’ Statement
The Group adheres to best-in-class operating standards, with a strong focus on EHS to ensure the safety of its employees, local communities and the
environment in which the Group operates. This element of reporting is discussed in the Section 172 Statement and Sustainability & Safety Committee’s
Report within this Annual Report . Furthermore, the Director designated to engage with the workforce as required under the Corporate Governance Code
is currently Sandra M. Stash.
Relations with Shareholders
The Group aims to maintain its committed approach to long-term sustainability, which, alongside its strict fiscal discipline and stewardship, maximizes
returns to its shareholders. The Directors attach great importance to maintaining good relationships with shareholders. Extensive information about the
Group’s activities is included in its annual and interim reports and accounts and related presentations. The Group also issues regular updates
to shareholders.
Persons possessing market sensitive information are notified in accordance with the Market Abuse Regulation. The Group is active in communicating
with both its institutional and private shareholders. The AGM provides an opportunity for all shareholders to communicate with and to question the
Board on any aspect of the Group’s activities. The Group maintains a corporate website at www.div.energy where information on the Group is regularly
updated, including Annual and Interim Reports and all announcements.
The Directors are available for communication with shareholders and all shareholders have the opportunity, and are encouraged, to attend and vote at
the AGM of the Group during which the Board will be available to discuss issues affecting the Group. The Board stays informed of shareholders’ views
via regular meetings and other communications they may have with shareholders.

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At the 2024 AGM, while shareholders approved most of the resolutions with majorities in excess of 99%, Resolution 19 (Amendment to 2017 Equity
Incentive Plan to increase the number of shares available under the Plan), while receiving 74% of the vote "FOR", did not meet the 75% threshold to
pass. Following the AGM, the Group consulted and engaged with a number of shareholders who voted against the resolutions to better understand their
concerns. The Directors are thankful to the shareholders for sharing their views. They understand that the negative vote was principally related to the
disconnect between traditional equity compensation plans in the United States, the Group’s primary operating market, in relation to traditional
compensation practices in the United Kingdom and the mechanics of recalibrating the Equity Incentive Plan after approximately seven years of
existence. The dialogue with the shareholders has highlighted that there remains strong support for the Group’s equity incentive arrangements.
The Board has discussed the feedback received in detail and continues to actively dialogue with shareholders on the equity incentive and compensation
arrangements.
Environmental Information
The Group adheres to best-in-class operating standards, with a strong focus on EHS to ensure the safety of its employees. There is extensive coverage
of these issues within the Group’s 2024 Sustainability Report which will be available on its website at www.div.energy and in the Sustainability & Safety
Committee’s Report within this Annual Report.
Workforce Composition
We believe that a workforce with a broad range of skills, experiences, and perspectives contributes to a successful and sustainable business. We value
the unique talents, expertise, and creativity that individuals bring to the Group.
The Group is committed to fostering a work environment where employees are evaluated based on their contributions and abilities. Decisions related to
recruitment, selection, development, and promotion are based on merit and qualifications, ensuring that individuals are considered fairly. The Group
does not discriminate on the basis of race, color, religion, national origin, ancestry, citizenship, age, disability, sex, marital status, pregnancy, veteran
status, sexual orientation, gender identity, genetic information, or any other characteristic protected by applicable law. All applicants receive full and fair
consideration for employment opportunities, and career development, compensation, and advancement are based on objective criteria. Additionally,
employees who experience changes in their abilities while working within the Group are supported through retraining and other resources to facilitate
their continued success.
Charitable & Political Donations
The Group did not make any political donations or incur any political expenditures to candidates or political campaigns or candidates during the period.
During the year, the Group contributed nearly $2.1 million to numerous community organizations. Refer to Serving Our Communities within this Annual
Report.
Going Concern
The Directors have given careful consideration to the appropriateness of the going concern basis in the preparation of the financial statements. The
validity of the going concern concept is dependent on funding being available for the working capital requirements of the Group in order to finance the
continuing development of its existing projects for at least the next 12 months. Sufficient funds are available in the short-term to fund the working
capital requirements of the Group. The Directors believe that this will enable the Group to continue in operational existence for the foreseeable future
and to continue to meet obligations as they fall due. Refer to Viability and Going Concern within this Annual Report for a summary of the Directors’
assessment.
Annual General Meeting
The AGM of the Group will be held in London on April 9, 2025. Full details of these proposals will be set out in a separate Notice of AGM sent to
all shareholders.
Shareholders are invited to complete the proxy form/form of instruction received either by post or vote electronically in CREST in accordance with the
Notes contained in the Notice of the AGM. The Notice of the AGM and Proxy Form/form of instruction are available on the Group’s website at
www.div.energy.
Additional Disclosures
Supporting information that is relevant to the Directors’ report, which is incorporated by reference into this report, can be found throughout this Annual
Report.
For considerations of post balance sheet events refer to Note 28 in the Notes to the Group Financial Statements within this Annual Report.
Statement of Directors’ Responsibilities in Respect of the Financial Statements
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group
Financial Statements in accordance with UK-adopted international accounting standards and the Company Financial Statements in accordance with
United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard
applicable in the UK and Republic of Ireland”, and applicable law). In preparing the group financial statements, the directors have also elected to comply
with International Financial Reporting Standards issued by the International Accounting Standards Board (IFRSs as issued by IASB).
Under company law, Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and Company and of the profit or loss of the Group for that period. In preparing the financial statements, the Directors are required
to:
• Select suitable accounting policies and then apply them consistently;
• State whether applicable UK-adopted international accounting standards and IFRSs issued by IASB have been followed for the Group Financial
Statements and United Kingdom Accounting Standards, comprising FRS 102 have been followed for the Company Financial Statements, subject to
any material departures disclosed and explained in the financial statements;
• Make judgments and accounting estimates that are reasonable and prudent; and

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• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in
business.
The Directors are responsible for safeguarding the assets of the Group and Company and, hence, for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and Company’s
transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the
financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors’ Confirmations
The Directors consider that the Annual Report and accounts, taken as a whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group’s and Company’s position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed in Directors' Report confirm that, to the best of their knowledge:
• The Group Financial Statements, which have been prepared in accordance with UK-adopted international accounting standards and IFRSs issued by
IASB, give a true and fair view of the assets, liabilities, financial position and loss of the Group;
• The Company Financial Statements, which have been prepared in accordance with United Kingdom Accounting Standards, comprising FRS 102,
give a true and fair view of the assets, liabilities, and financial position of the Company; and
• The Strategic Report includes a fair review of the development and performance of the business and the position of the Group and the Company,
together with a description of the principal risks and uncertainties that it faces.
In the case of each Director in office at the date the Directors’ Report is approved:
• So far as that Director is aware, there is no relevant audit information of which the Group’s and the Company’s auditors are unaware; and
• They have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and
to establish that the Group’s and Company’s auditors are aware of that information.
This Annual Report was approved by the Board of Directors and authorized to be issued on March 17, 2025.
On behalf of the Board:
David E. Johnson
Chairman of the Board
March 17, 2025
The Nomination & Governance Committee’s Report
Committee Composition
• Kathryn Z. Klaber, Chair
• Martin K. Thomas
• Sylvia Kerrigan (for the entirety of 2024 through January 24, 2025)
• David J. Turner, Jr. (joined as of January 24, 2025)
Key Objective
The Nomination & Governance Committee assists the Board in (i) discharging its responsibilities related to reviewing its structure, size and composition,
(ii) recommending to the Board any changes required for succession planning and monitoring governance trends and best practices, and (iii) identifying
and nominating for approval Board candidates to fill vacancies as and when they arise. The Nomination & Governance Committee is responsible for
leading the process for appointments, ensuring plans are in place for orderly succession for both the Board and senior management positions, and
overseeing the development of a diverse pipeline for succession.
The Nomination & Governance Committee is responsible for reviewing the results of the Board’s Performance Review process and for making
recommendations to the Board concerning suitable candidates for the role of Senior Independent Director, the membership of the Board’s committees
and the election or re-election of Directors at each AGM.
The Nomination & Governance Committee also oversees the Group’s governance structure and monitors trends and compliance with governance
best practices.
Key Matters Discussed by the Committee
During the past year the Nomination & Governance Committee:
• Led the annual Board Performance Review process over the course of the year, which included (i) an evaluation of the structure, agendas and
outcomes of Board and Board committee meetings and (ii) a comprehensive report and roundtable exercise with the entire Board;
• Took steps with senior management to develop a training regime for the entire Board for the 2024 year and beyond, with training from internal
personnel and external resources on topical subjects such as governance, oversight and Director responsibilities;
• Assessed the member composition of each Board committee to ensure alignment with best practices for Board and committee independence.

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• Conducted (together with senior management) a committee-by-committee assessment process to evaluate and provide feedback to each committee
chair;
• Worked with the Senior Independent Director and senior management to facilitate the Senior Independent Director’s review of the Chairman;
• Worked with the Chairman and senior management to facilitate the review of the CEO;
• Worked with the Chief Human Resources Officer and Chief Legal & Risk Officer to formulate succession planning procedures and plans around key-
roles in management;
• Worked with the Chief Legal & Risk Officer on an evaluation of trends in hiring and onboarding practices and legal risk mitigation related to the
same;
• Reviewed management’s stakeholder engagement efforts and advised on strategy and best practices;
• Reviewed and updated the Nomination & Governance Committee’s Terms of Reference to reflect best practices;
• Continued to work with external advisors and senior management to analyze, assess and implement an enhanced governance framework related to
the Group’s NYSE and LSE listings, including, among other things, a review and update of the Group’s committee charters and governance policies;
and
• Encouraged and maintained oversight of employee outreach and training regarding the Group’s Whistleblowing Policy and was satisfied by measures
taken, including the placement of awareness posters with hotline details in all major offices.
Committee Effectiveness
The Nomination & Governance Committee performed a critical analysis internal review and evaluation on itself, as part of its annual self-review process.
No significant areas of concern were raised.
Membership
For 2024, the Nomination & Governance Committee comprised of three Non-Executive Directors, two of whom were considered independent: Ms. Klaber
(independent), the Nomination & Governance Committee Chair, Mr. Thomas, and Ms. Kerrigan (independent). Ms. Kerrigan served on the Nomination &
Governance Committee for the entirety of 2024 and resigned from the Board of Directors on January 24, 2025. Mr. Turner has been appointed to the
Nomination & Governance Committee with effect from January 25, 2025. Benjamin Sullivan, Senior Executive Vice President, Chief Legal & Risk Officer
and Corporate Secretary acts as Secretary to the Nomination & Governance Committee.
Meetings and Attendance
The Nomination & Governance Committee met three times in 2024 and has met once thus far in 2025. At the end of each Nomination & Governance
Committee meeting, the committee typically meets in private executive session without management present to ensure that points of common concern
are identified and that priorities for future attention by the committee are agreed upon. The Chair of the Nomination & Governance Committee keeps in
close contact with the Chief Executive Officer and Chief Legal & Risk Officer between committee meetings. For Nomination & Governance Committee
meeting attendance for each Director see the Directors’ Report within this Annual Report.
Responsibilities and Terms of Reference
The Nomination & Governance Committee’s main duties are:
• Reviewing the structure, size and composition of the Board (including the skills, knowledge and experience of its members) and making
recommendations to the Board with regard to any changes required;
• Identifying and nominating, for Board approval, candidates to fill Board vacancies as and when they arise;
• Succession planning for Directors and other senior managers;
• Reviewing annually the time commitment required of Non-Executive Directors; and
• Overseeing the Group’s governance structure as well as trends and compliance in governance best practices.
The Nomination & Governance Committee has formal terms of reference which can be viewed on the Group’s website.
Due to other commitments, Ms. Kerrigan resigned from the Group’s Board of Directors effective as of January 24, 2025. Ms. Kerrigan provided
invaluable leadership, experience, insight, and steadfast support throughout her tenure on the Board, including on legal and industry related matters. As
succession planning is one of the Nomination & Governance Committee’s main duties, it will be reviewing whether Ms. Kerrigan’s resignation would lend
itself to a determination that the Group should identify and nominate of a new board member who embodies similar leadership and skills in 2025. It is
noted that the Board already has experts with both legal and industry backgrounds.
Corporate Responsibility in Hiring
The Nomination & Governance Committee and Board are proud of the progress made to date on diversity within the Group, including achieving the UK
Listing Rules’ targets for 2024 of (i) more than 40% female representation on the Board through the entirety of 2024, with 43% female Board members,
and (ii) a female holding a senior Board position, with Ms. Kerrigan serving as the Senior Independent Director during 2024 and through her resignation
on January 24, 2025, and Ms. Stash now serving as the Senior Independent Director.
The Group continued its efforts in gender balance in 2024. Evidencing this improvement, the FTSE Women Leaders Review 2024 indicated Diversified
ranks in 57th place among the FTSE 250. It also recognized 43% female representation at Board level and 39% in the executive committee and direct
reports category (which is comprised of 36 females and 56 males). Within the energy sector, the Group is in 3rd place. The FTSE Women Leaders
Review is an independent framework supported by the Government that builds on the excellent work of both the Hampton-Alexander and Davies
Reviews which ensures that talented women at the top of business are recognized, promoted and rewarded.
The Nomination & Governance Committee also acknowledges the UK Listing Rule ethnic diversity targets, which the Group intends to continue to closely
examine and evaluate in 2025 in terms of Board membership, additions, recruitment and retention.
The Group believes that a diverse and engaged workforce and Board is an important goal. In particular, the Group continues to focus on support for and
communication with all groups in the communities in which it operates. It is the Nomination & Governance Committee’s hope that these efforts will
increase interest in our industry and assist in the continued development of qualified candidates.

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Board Performance Review
The Nomination & Governance Committee assisted the Chair with the Board Performance Review. The Board Performance Review focused on the
following topics, among other things:
• Strategy development and implementation;
• Risk awareness, monitoring and reporting;
• Cooperation with and evaluation process of the CEO and Senior Leadership Team;
• Board composition and dynamics;
• Onboarding and induction program;
• Meeting structure and operation;
• Meeting effectiveness;
• Shareholder and stakeholder relations;
• Committee, Senior Independent Director and Vice Chairman value contribution; and
• Individual evaluation of the Chairman and all Board members.
The Board Performance Review utilized an online questionnaire and thorough analysis of questionnaire results. The evaluation, analysis and reporting
took place from September to November 2024 and confirmed that the Board and its Directors effectively perform their respective roles. The review
highlighted certain areas for improvement such as restructuring meeting agendas to enhancing strategic discussions.
Kathryn Z. Klaber
Chair of the Nomination & Governance Committee
March 17, 2025
The Audit & Risk Committee’s Report
Committee Composition
• David J. Turner, Jr., Chair
• Sandra M. Stash
• Kathryn Z. Klaber
This report covers the activities of the Audit & Risk Committee in 2024 and in the period up to the approval of the Annual Report for the year ended
December 31, 2024.
Key Objective
The Audit & Risk Committee acts on behalf of the Board and the shareholders to ensure the integrity of the Group’s financial reporting. The Audit & Risk
Committee’s main functions include, among other things, reviewing and monitoring internal financial control systems and risk management systems on
which the Group is reliant, reviewing annual and interim accounts and auditors’ reports; making recommendations to the Board in relation to the
appointment and remuneration of the Group’s external auditors; and monitoring and reviewing annually the external auditors’ independence, objectivity,
effectiveness and qualifications.
Key Matters Discussed by the Committee
During the past year the Audit & Risk Committee:
• Reviewed and challenged interim and annual financial reporting;
• Reviewed and approved the Group’s Hedging Policy;
• Reviewed the Group’s system of internal controls and assessed its effectiveness;
• Continued to engage with management on the post-U.S. listing integration of the applicable NYSE Rules and SEC Rules into the Group’s framework;
• Reviewed and assessed the Group’s approach to its asset retirement obligations and overall liquidity;
• Reviewed and updated the Audit & Risk Committee’s Terms of Reference to reflect best practices;
• Reviewed the Enterprise Risk Management control strategy and function;
• Reviewed the Group’s procedures for detecting fraud, prevention of bribery, and anti-money laundering systems and controls;
• Reviewed the adequacy and security of processes for employees and contractors to raise concerns confidentially about possible wrongdoing in
financial reporting or other matters;
• Engaged with management regarding internal investigations and compliance reviews;
• Continued to engage with Joyce Collins, Vice President of Internal Audit, to further enhance the Group’s internal audit function and consult with Ms.
Collins during private executive sessions;
• Approved the external audit plan presented by PwC, reviewed the effectiveness of the external audit and held independent discussions with the
lead audit partner as well as private confirmatory meetings with members of the PwC audit team;
• Implemented a formal written policy for non-audit services to preserve independence and objectivity of the external auditor in performing statutory
audits;
• Reviewed correspondence with the Financial Reporting Council (the “FRC”) related to financial reporting; and

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• Enhanced our internal control procedures and financial reporting mechanisms to assist the Group’s ability to achieve compliance with Sarbanes-
Oxley Act.
Independence
The Audit & Risk Committee regards independence of the external auditor as crucial in safeguarding the integrity of the audit process and takes
responsibility for ensuring an effective three-way relationship between the committee, the external auditor and management. The Audit & Risk
Committee confirmed that the external auditors, PwC, remain independent and that non-audit fees remain appropriate and reasonable.
Committee Effectiveness
The Audit & Risk Committee completed a critical review of its operations and effectiveness during 2024 as part of its annual self-review process. No
significant areas of concern were raised.
Areas of Focus in 2025
• Review the Group’s procedures in relation to maintaining high standards across all ethics and compliance matters; and
• Ensure that all risks are appropriately identified, prioritized, addressed, and are managed by the respective risk owner.
Membership
In line with the recommendations set by the UK Corporate Governance Code, the Audit & Risk Committee is comprised of three Independent Non-
Executive Directors members: David J. Turner, Jr., the Audit & Risk Committee Chair and Financial Expert, Sandra M. Stash and Kathryn Z. Klaber.
Benjamin Sullivan, Senior Executive Vice President, Chief Legal & Risk Officer and Corporate Secretary acts as Secretary to the Audit & Risk Committee.
The Audit & Risk Committee has recent and relevant financial experience through the leadership of Mr. Turner, who is presently the Chief Financial
Officer at Regions Financial Corporation, a publicly traded U.S. bank that is a member of the S&P 500 Index. Each Audit & Risk Committee member has
been selected to provide a wide range of financial and commercial expertise necessary to fulfil the committee’s responsibilities.
No members of the Audit & Risk Committee have outside connections with the Group’s external auditors.
Meetings and Attendance
The Audit & Risk Committee met five times in 2024 and has met twice thus far in 2025. Before each meeting, the Audit & Risk Committee Chair met
with the members of the finance team to ensure there was a shared understanding of the key issues to be discussed. Audit & Risk Committee meetings
are held in advance of Board meetings to facilitate an effective and timely reporting process. The Audit & Risk Committee Chair provided a report to the
Board following each meeting. For Audit & Risk Committee meeting attendance for each Director see the Directors’ Report within this Annual Report.
The Audit & Risk Committee regularly meets in private executive sessions without management present, one with the Vice President of Internal Audit
and one with committee members only, to ensure that points of common concern are identified and that priorities for future attention by the committee
are agreed upon. It also conducts private discussions with PwC as appropriate to ensure that the Audit & Risk Committee has a clear and unobstructed
line of communication with its external auditors. The Chair of the Audit & Risk Committee keeps in close contact with the Chief Legal & Risk Officer, the
Vice President of Internal Audit, the President and Chief Financial Officer, Corporate Controller, the finance team and the external auditors between
committee meetings.
The list below details the members of the Senior Leadership Team who were invited to attend meetings as appropriate during the calendar year. In
addition, PwC attended certain of the meetings by invitation as auditors to the Group.
• Rusty Hutson, Jr. (Chief Executive Officer)
• Bradley G. Gray (President and Chief Financial Officer)
• Benjamin Sullivan (Senior Executive Vice President, Chief Legal & Risk Officer, and Corporate Secretary)
• Michael Garrett (Senior Vice President of Accounting and Corporate Controller)
• Joyce Collins (Vice President of Internal Audit)
• Representatives from PwC UK and PwC U.S.
Responsibilities and Terms of Reference
The main responsibilities of the Audit & Risk Committee are:
• Reviewing accounting policies and the integrity and content of the financial statements, including focusing on significant judgments and estimates
used in the accounts;
• Monitoring disclosure controls and procedures and the adequacy and effectiveness of the Group’s internal financial controls and risk management
systems;
• Oversee and advise the Board on various risk strategies, including cybersecurity, operational, and reputational risks;
• Monitoring the integrity of the financial statements of the Group to assist the Board in ensuring that the Annual Report, when taken as a whole, are
fair, balanced and understandable;
• Considering the adequacy and scope of external audits and overseeing the relationship with the external auditors, including appraising the
effectiveness of their work prior to considering their reappointment and considering whether to put the external audit contract out to tender;
• Reviewing and approving the statements to be included in annual reports on internal control and risk management; and
• Reviewing and reporting on the significant issues considered in relation to the financial statements and how they are addressed.
In 2024, the Board undertook a formal assessment of the Group’s primary financial service vendors, including its external auditors’, PwC, independence
and will continue to do so as part of the annual audit process and prior to making a recommendation to the Board for the auditors’ re-appointment. This
assessment in 2024 included:
• Reviewing PwC’s non-audit services provided to the Group, including Audit Related Assurance Services provided and the related fees;
• Reviewing PwC’s procedures for ensuring the independence of the audit firm, and parties and staff involved in the audit; and

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• Obtaining confirmation from the auditors that, in their professional judgment, they are independent.
The Audit & Risk Committee has formal terms of reference which can be viewed on the Group’s website.
Actions Undertaken During the Year
The key activities for the Audit & Risk Committee for the period under review are set out below.
Review of the Financial Statements
The Audit & Risk Committee monitored the integrity of the annual financial statements and reviewed the significant financial reporting matters and
accounting policies and disclosures in the financial reports. The external auditors attended an Audit & Risk Committee meeting as part of the full-year
accounts approval process. The process included the consideration of reports from the external auditors in respect of the audit approach, and their
findings in respect of the audit of the 2024 financial statements.
Financial Statements & Presentation of Results
The Audit & Risk Committee reviewed the presentation of the Group’s audited results for the year ended December 31, 2024 and the unaudited results
for the six months ended June 30, 2024 to ensure they were fair, balanced and understandable, when taken as a whole. The results were assessed to
ensure they provide sufficient information for shareholders and other users of the accounts to assess the Group’s position and performance, business
model and strategy. In conducting this review, particular focus was given to the disclosures included in the basis of preparation in Note 2 in the Notes to
the Group Financial Statements in relation to the Group’s funding position and the suitability of the going concern assumption.
The Audit & Risk Committee reviewed the significant judgments associated with the 2024 financial statements, including “key audit matters”, and also
reviewed the supporting evidence for the Group’s going concern assessment.
The Board is required to provide its opinion on whether it considers that the Group’s 2024 Annual Report, taken as a whole, is fair, balanced and
understandable, and provide the information necessary for shareholders to assess the Group’s position and performance, business model and strategy.
The Audit & Risk Committee discussed the preparation of the Group’s 2024 Annual Report with the Board. To support the Board in providing its opinion,
the Audit & Risk Committee considered the content and overall cohesion and clarity of the Annual Report and assessed the quality of reporting through
discussion with management and the external auditors. This included ensuring that feedback from stakeholders and other individuals had been
addressed and that examples of best practice had carefully been considered in the context of the Group. The process included considering each of the
elements (fair, balanced and understandable) on an individual basis to ensure the Group’s reporting was comprehensive in a clear and consistent way,
and in compliance with accounting standards and regulatory and legal requirements and guidelines. The reviews carried out by internal functions within
the Group and independent reviewers were undertaken with a view to ensuring that all material matters have been correctly reflected in the Group’s
2024 Annual Report. In summary, the Audit & Risk Committee is comfortable that the overall disclosures in the 2024 Annual Report are fair, balanced
and understandable, when taken as a whole.
Attention continues to be paid to the presentation of the results and financial position in the Annual Report as well as APMs as indicators of
performance. The Board considers current treatment, which retains reference to “adjusted EBITDA” and “EBITDA” to remain appropriate. The Board
regards these measures as an appropriate way to present the underlying performance and development of the business since it reflects the continuing
investment being made by the Group, particularly in relation to recent and future acquisition activity. Additionally, this is how the Board monitors the
progress of the existing Group businesses. Accordingly, the Audit & Risk Committee believes that adjusted EBITDA provides useful information to
investors and the market generally in understanding and evaluating the Group’s performance.
Valuation of Natural Gas & Oil Properties & Related Assets
The Audit & Risk Committee considered the carrying value of the Group’s assets and any potential impairment triggers. It reviewed management’s
recommendations, which were also reviewed by the external auditors, including an evaluation of the appropriateness of the identification of cash-
generating units. The Audit & Risk Committee was satisfied with the assumptions and judgments applied by management as well as the triggering event
assessment, which concluded that no impairment triggers were present. Accordingly, there were no impairment charges recorded for the year ended
December 31, 2024. Refer to Note 10 in the Notes to the Group Financial Statements.
The Audit & Risk Committee also considered management’s determination of the fair values of the acquisitions made during 2024 and challenged
management on such determination. It reviewed management’s assumptions and judgements, which were also reviewed by the external auditors. The
Audit & Risk Committee was satisfied with the fair values calculated.
Viability & Going Concern
Management presented to the Audit & Risk Committee an assessment of the Group’s future cash flow forecasts and profit projections, available facilities,
facility headroom, banking covenants and the results of its sensitivity analysis. Detailed discussions were held with management concerning the matters
outlined in the Viability and Going Concern section and Note 2 in the Notes to the Group Financial Statements within this Annual Report. The Audit &
Risk Committee discussed the assessment with management and was satisfied that the going concern basis of preparation, including the change in the
viability period, continues to be appropriate for the Group and advised the Board accordingly. In addition, the Audit & Risk Committee reviewed the
going concern assumptions with PwC, including PwC’s review of management’s assessment of the Group’s ability to continue as a going concern. The
financial statements of Diversified Energy Company PLC have been prepared on a going concern basis.
The Audit & Risk Committee reviewed and challenged management’s process and assessment of viability by considering various scenarios on forecasted
cash flows, including a base case and downside scenario analysis which reflects the more severe impact of the principal risks and includes future climate
change impacts. In reaching its view, the Audit & Risk Committee also considered: (i) financial forecasts and the appropriate period for the viability
outlook; (ii) the Group’s financing facilities including covenant tests and future funding plans, and (iii) the external auditors’ findings and conclusions on
this matter. The Audit & Risk Committee also considered the adequacy and accuracy of the disclosures in the 2024 Annual Report in respect of the
Group’s future viability. Following this thorough assessment, the Audit & Risk Committee considered the extent of the assessment made by management
to be appropriate and recommended the viability statement, including the change to the viability period, and related disclosures (for inclusion in the
2024 Annual Report) for approval by the Board.
Risk Management
Effective risk management and controls are key to executing the Group’s business strategy and objectives. Risk management and control processes are
designed to identify, assess, mitigate and monitor significant risks, and can only provide reasonable and not absolute assurance that the Group will be

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successful in delivering its objectives. The Board is responsible for the oversight of how the Group’s strategic, operational, cyber, financial, human and
personnel, legal and regulatory risks are managed and for assessing the effectiveness of the risk management and internal control framework.
Embedding the enterprise risk management framework and assessing management’s response to the Group’s material risks continues to be an area of
focus with the Audit & Risk Committee providing challenge and direction as appropriate. During 2024, the Audit & Risk Committee continued to consider
the process for identifying and managing risk within the business and assisted the Board in relation to compliance with the UK Corporate Governance
Code and FRC guidance. Recognizing the evolving nature of the risk landscape, due to the increasing pace of change in the industry, the continued
impact of the macroeconomic environment and global instability, more than ever, the Group needs to manage risks smartly to achieve its vision, deliver
strategy and create sustainable shareholder value.
The Group maintains a risk management program to identify principal risks and risk mitigation activities that includes reviewing the impact, likelihood,
velocity, mitigation measures and residual risk. A description of the Group’s risk management program, principal risks, and risk mitigation activities is
provided in Principal Risks and Uncertainties within this Annual Report.
I n addition to the risks that management identifies through the ongoing processes of reporting and performance analysis, the Audit & Risk Committee
has additional risk identification processes, which include:
• A risk and control process for identifying, evaluating and managing major business risks;
• External experts, who comment on controls to manage identified risks; and
• A confidential and externally managed whistleblowing hotline and a compliance reporting website for employees to contact the Chair of the Audit &
Risk Committee, Chief Legal & Risk Officer and Head of Human Resources in confidence.
Internal Audit
The work performed by the Internal Audit team in 2024 and the results of testing the risk framework continue to support a favorable outcome on the
adequacy and effectiveness of the Group’s internal controls. The Internal Audit team leveraged both audit work previously completed and knowledge of
the Group to arrive at that conclusion. Internal testing was performed (and continues to take place) on the key controls identified throughout the
business processes that impact the financial statements. There was additional focus around the completeness and accuracy element of support,
updating process documentation, and completing walkthroughs of the processes with the Group’s external auditors.
At each Audit & Risk Committee meeting, an update on Internal Audit is provided covering an overview of the work undertaken in the period, actions
arising from audits conducted, the tracking of remedial actions, and progress against the internal audit plan. The team continues to be led by the Vice
President of Internal Audit who has significant prior experience in leading natural gas and oil industry internal audits and has a straight line of
communication available with the Audit & Risk Committee. The team also consists of a highly experienced audit manager as well as three additional staff
auditors, all of whom have years of industry experience. Collectively, this team works under the oversight of the Corporate Controller and reports to the
Chief Financial Officer who is responsible for the Group’s ERM and internal controls framework.
The Group’s internal controls over financial reporting and the preparation of consolidated financial information include policies and procedures that
provide reasonable assurance that transactions have been recorded and presented accurately. Management regularly conducts reviews of the internal
controls in place in order to provide a sufficient level of assurance over the reliability of the financial statements.
Internal Control Systems
The Audit & Risk Committee is responsible for overseeing management’s establishment and maintenance of the Group’s system of internal control and
reviewing its effectiveness. Internal control systems are designed to meet the particular needs of the Group and the particular risks to which it is
exposed. The Board has reviewed the Group’s risk management and control systems noting they were in place for the year under review and up to the
date of approval of the 2024 Annual Report and believes that the controls are satisfactory, given the nature and size of the Group.
The internal controls, which provide assurance to the Audit & Risk Committee of effective and efficient operations, internal financial controls and
compliance with laws and regulations include:
• A formal authorization process for investments;
• An organizational structure where authorities and responsibilities for financial management and the maintenance of financial controls are clearly
defined;
• Anti-bribery and corruption policies and procedures and a dedicated telephone number and website designed to address the specific areas of
corruption risk faced by the Group; and
• A comprehensive financial review cycle where annual budgets are formally approved by the Board and monthly variances are reviewed against
detailed financial and operating plans.
The Audit & Risk Committee considered the inherent risk of management override of internal controls as defined by Auditing Standards and performed
the following actions during 2024:
• Reviewed management’s report on the Group’s fraud prevention framework and the key controls in place in its operations designed to prevent and
detect fraud, as well as future plans for enhancement of the relevant controls;
• Identified the Group’s population of application fraud controls within the financial processes and conducted testing around those specific items to
assure the Group’s risk control framework is whole and controls are working as anticipated to provide further confidence in the strength of fraud
prevention;
• Reviewed and assessed cybersecurity risk trends and other related matters with the Group’s Chief Information Technology Officer;
• Discussed the steps management had taken, including designing a fraud detection process for the specific fraud risks identified;
• Financial processes identified with critical fraud risk potential were reviewed at an elevated level and controls adjusted accordingly per discussion
with management;
• Assessed the measures in place, including segregation of duties ensuring independent review, to mitigate against the risk of management override
of controls;

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• Discussed PwC’s audit procedures, including the results of their conclusions relating to the fraud risk in revenue recognition with a particular focus
on ensuring the existence of revenue transactions;
• Challenged management on the robustness of the controls; and
• Reviewed the overall robustness of the control environment, including consideration of the Group’s whistleblowing and compliance arrangements
(including with respect to compliance with the Sarbanes-Oxley Act).
The Audit & Risk Committee agreed with management’s assessment that the overall control framework remained effective and, with a focus on high-risk
and material areas, additional controls introduced had mitigated risk.
Safeguards & Effectiveness of the External Auditors
The Audit & Risk Committee is responsible for oversight and for managing the relationship with our external auditors. The Audit & Risk Committee
recognizes the importance of safeguarding the independence and objectivity of the external auditors. The following safeguards are in place to ensure
that the independence of the auditors is not compromised.
• The Audit & Risk Committee has a formal written policy on the provision of non-audit services by external auditors.
• The Audit & Risk Committee carries out an annual review of the external auditors regarding their independence from the Group and that they are
adequately resourced and technically capable to deliver an objective audit to shareholders. Based on this review, the Audit & Risk Committee
recommends to the Board the continuation, or removal and replacement, of the external auditors;
• The external auditors may only provide non-audit services permitted by the FRC’s Revised Ethical Standard 2019 (the “Ethical Standard”) which
was issued in December 2019. These services include audit-related services such as regulatory and statutory reporting as well as other items
relating to shareholder and other circulars;
• The Audit & Risk Committee reviews all fees paid for audit and audit-related services on a regular basis to assess the reasonableness of fees, value
of delivery and any independence issues that may have arisen or may potentially arise in the future;
• The external auditors report to the Directors and the Audit & Risk Committee regarding their independence in accordance with relevant standards;
• Non-audit services carried out by the external auditors are limited to work that is closely related to the annual audit or where the work is of such a
nature that a detailed understanding of the business is beneficial, and utilizes subject matter experts not conducting audit services;
• The Audit & Risk Committee monitors costs for non-audit services in absolute terms and in the context of the audit fee for the year to ensure that
the potential to affect the independence and objectivity of the auditors does not arise. During 2024, non-audit services included work around the
Group’s half-year review and acquisitions which did not affect the independence and objectivity of the auditors; and
• Information related to audit fees for 2024 is detailed in Note 7 in the Notes to the Group Financial Statements.
This is the external auditor’s fifth year as the Group’s external auditor following a formal tender process during 2020 and subsequent appointment at the
2020 AGM.
The Audit & Risk Committee confirms that the Group has complied with the requirements of the Statutory Audit Services for Large Companies Market
Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 for the financial year under review.
The Audit & Risk Committee is cognizant of the fact that assessing external audit quality is a key responsibility within its remit which stakeholders look
to the committee to discharge. The Audit & Risk Committee continually monitors the effectiveness of the external audit. To comply with this
requirement, the Audit & Risk Committee reviewed and commented on PwC’s detailed audit plans and strategy, including the intended scope of the
audit, identification of significant and elevated audit risks, the level of materiality proposed and the principles of PwC’s centrally directed audit approach.
Many elements of the audit plan approach remained consistent with the 2023 audit, and the Audit & Risk Committee welcomed the plan to enhance the
focus on utilizing data‑enabled auditing approaches to maximize efficiencies and insight from the auditors’ testing. Following discussion and challenge,
the Audit & Risk Committee agreed on the methodology adopted for determining materiality and the scope of the audit.
It then considered progress during the year by assessing the major findings of its work, the perceptiveness of observations, the implementation of
recommendations and the management of feedback. At the request of the Board, the Audit & Risk Committee also monitors the integrity of the financial
information in the Annual Report, half-year results statements, and the significant financial reporting judgments contained in them. Further details of the
Audit & Risk Committee’s procedures to review the effectiveness of the Group’s systems of internal control during the year can be found in the section
on effective risk management and internal control above.
The Audit & Risk Committee recognizes that all financial statements include estimates and judgments by management. The key audit areas are agreed
upon with management and the external auditors as part of the year-end audit planning process. This includes an assessment by management of the
significant areas requiring management judgment and the Audit & Risk Committee challenging management’s judgments. These areas are reviewed with
the auditors to ensure that appropriate levels of audit work are completed, and the Audit & Risk Committee reviews the results of this work. The
numerous interactions with the auditor provided the Audit & Risk Committee with an insight into the quality of the audit process and the audit leadership
team, and with the opportunity to assess the auditor’s challenge of management’s views.
Assurance Measures
On behalf of the Board, the Audit & Risk Committee examines the effectiveness of:
• The systems of internal control, primarily through reviews of the financial controls for financial reporting of the annual, preliminary and half-yearly
financial statements;
• The management of risk by reviewing evidence of risk assessment and management; and
• Any action taken to manage critical risks or to remedy any control failings or weaknesses identified, ensuring these are managed through to
closure.
Where appropriate, the Audit & Risk Committee ensures that necessary actions have or are being taken to remedy or mitigate significant failings or
weaknesses identified during the year either from internal review or from recommendations raised by the external auditors. In 2024, the Audit & Risk
Committee did not identify any significant failings or weaknesses in the system of risk management and internal control. The Group’s internal controls
over the financial reporting and consolidation processes are designed under the supervision of the Group’s President and Chief Financial Officer to

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provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of the Group’s published financial
statements for external reporting purposes, in accordance with UK-adopted International Accounting Standards and International Financial Reporting
Standards as issued by the International Accounting Standards Board.
Because of its inherent limitations, internal control over financial reporting cannot provide absolute assurance and may not prevent or detect all
misstatements whether caused by error or fraud. The Group’s internal controls over financial reporting and the preparation of consolidated financial
information include policies and procedures that provide reasonable assurance that transactions have been recorded and presented accurately.
Management regularly conducts reviews of the internal controls in place in respect of the processes of preparing consolidated financial information and
financial reporting. During the year, there has been a significant investment in resources, processes and personnel relating to the internal controls of
these processes to reflect the growth of the Group. This is in order to provide a sufficient level of assurance over the reliability of the financial
statements.
Summary
For the year under review, and beyond, the Audit & Risk Committee will continue its monitoring of financial reporting and of internal controls and risk
management, as these evolve in response to the Group’s continuing growth and new opportunities as they arise.
David J. Turner, Jr.
Chair of the Audit & Risk Committee
March 17, 2025
The Remuneration Committee’s Report
Committee Composition
• Sylvia Kerrigan, Chair (for the entirety of 2024 through January 24, 2025)
• David J. Turner, Jr., Chair (appointed on January 24, 2025)
• David E. Johnson
• Sandra M. Stash
Letter from Chair of the Remuneration Committee
We are pleased to present our 2024 Directors’ Remuneration Report on behalf of the Board. Included within this report is the Annual Report on
Remuneration, which sets out payments and awards made to the Directors for the year ended 2024, and the proposed new Directors’ Remuneration
Policy, which, if approved at the Group’s 2025 Annual General Meeting (“AGM”), will operate for the year ended December 31, 2025 , and the
subsequent years until the AGM in 2028. The Director’s Remuneration Report will be presented to shareholders for approval at the 2025 AGM.
Key Objective
The Remuneration Committee oversees the remuneration program of Executive Directors and the Senior Leadership Team (“Executives”) on behalf of
the Board. The Remuneration Committee is focused on ensuring that remuneration is designed to emphasize "pay for performance” by:
• Providing performance-driven remuneration opportunities that attract, retain and motivate executives to achieve optimal results for the Group and
its shareholders;
• Aligning remuneration with the Group’s short- and long-term business objectives while providing sufficient flexibility to address the unique
dynamics of the Group’s business model; and
• Emphasizing the use of equity-based remuneration to motivate the long-term retention of the Group’s executives and align their interests with
those of shareholders.
As an executive's seniority increases, and the scope, duties and responsibilities of the executive's position expand, the Remuneration Committee believes
a greater portion of total remuneration should be performance driven and earned over a longer time horizon. Fixed remuneration should therefore be a
relatively smaller portion of senior executive total remuneration with the majority of an executive’s realized remuneration linked to the performance of
the Group and delivered in shares.
DEC’s Performance in 2024
2024 was a year of continued execution and transition. The Group brought a focused execution on increased cash flow generation, capital discipline,
and balance sheet management. The year also marked a transition as the Group closed the Oaktree, Crescent Pass and East Texas II acquisitions, which
continued the Group’s expansion in the Central Region upstream and midstream assets, expanded access to U.S. investors and improved trading
liquidity with dual listing on the LSE and NYSE, and completed its eighth and ninth asset-backed securitizations that further enhanced the Group’s
liquidity.
Through its continual, daily focus on SAM and its zero tolerance policy for fugitive emissions, the Group made significant progress in its emissions
reduction goals, including through its handheld and aerial leak detection and repair programs and methane-driven pneumatic device co nversions to
compressed air. Further, the Group expanded asset retirement operations, deploying 18 rigs across Appalachia to retire a combined 287 wells –
including 85 third-party owned wells and 202 Diversified-owned wells.
The Group’s formal Community Giving and Engagement Program also made meaningful contributions to surrounding communities, with more than $2
million contributed to various charitable, educational, student and youth athletic, and community and stakeholder engagement and outreach groups,
and community organizations, including to food pantries, arts and educational programs, health and wellness organizations, and municipal services.
These achievements combined with the year’s equity performance has impacted the performance-related pay outcomes for the Executive team. With
respect to the 2024 annual bonus, as reported elsewhere in this Annual Report, DEC’s adjusted EBITDA for 2024 was $472 million. This equated to
adjusted EBITDA per diluted share of $10.79, after making certain adjustments for acquisitions and share dilution as described in Annual Bonus for

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Executive Directors within this Annual Report. The threshold, target and stretch metric was $8.00, $8.21 and $8.42 per share, respectively. Metrics were
established using the 2024 budget, with the stretch metric achievable from over-performing in production, management of costs, and/or executing on
acquisitions. Due to adjusted EBITDA per share being above maximum performance target levels the Remuneration Committee awarded 50% for this
metric out of a potential 50%.
Under the cash cost metric the Group achieved $1.35 per Mcfe, which is similar to the Group’s KPI for adjusted operating cost per Mcfe, yet excludes
certain adjustments for acquisitions and production taxes. The threshold, target and stretch metric was $1.35, $1.30 and $1.27 per Mcfe, respectively.
As such, the Remuneration Committee awarded 5% for this metric out of a potential 20%.
In relation to the non-financial elements which account for the remainder of the annual award, the Executive Director (CEO) was determined to have
performed towards the top end of the objectives (30% of potential 30%). The Group’s overall performance resulted in awards of 148.8% of salary out
of a maximum of 175% of salary being awarded to the CEO under the annual bonus plan.
The 2024 financial year was the end of the three-year performance period for the Performance Share Award granted in 2022. The performance
conditions are a mix of Return on Equity (“ROE”) (40%), Absolute TSR (30%), Relative TSR (10%), and Methane Intensity Reduction ( 20%) targets
measured over three ye ars. The overall payout for the award is 67% of maximum.
The Remuneration Committee considers that the Remuneration Policy operated as intended during 2024 and that the remuneration outcomes described
above reflect the overall performance by the Group. The Remuneration Committee determined that no discretion needed to be applied for the above
remuneration outcomes.
Key Matters Discussed by the Committee
During the past year the Remuneration Committee:
• Determined 2024 annual bonus outcomes for the Executive Director;
• Determined base salary of the Executive Director for the period starting January 2024;
• Reviewed the annual total remuneration of the Group’s executives;
• Reviewed the Group’s Directors’ Remuneration Policy and consulted on proposed changes with the Group’s largest shareholders;
• Reviewed the Group’s overall workforce remuneration and benefits plans, ensuring alignment of incentives and rewards with culture;
• Reviewed and approving the 2025 Executive Director Bonus Plan and Performance Share Award targets;
• Discussed the voting results of the 2024 AGM;
• Determined that the remuneration policy for 2024 operated as intended;
• Prepared the Directors’ Remuneration Report; and
• Reviewed and updated the Remuneration Committee’s Terms of Reference to reflect best practices.
Directors’ Remuneration Policy for 2025
Diversified is an energy company focused on solutions that optimize existing, long-life, and often undervalued U.S. energy assets. The Group’s unique
modern field management philosophy leverages technology that integrates digital tools, scale, vertical integration, and human experience to responsibly
manage mature existing assets, improve environmental performance, and unlock overlooked value. As the only public company executing this strategy,
Diversified is differentiated by this focus that minimizes traditional exploration and production risks, delivers consistent free cash flow, and serves a
fundamental role in U.S. energy markets.
Ensuring that the Group has the right talent has enabled Diversified to deliver its strategic vision of building a portfolio of high-performing assets since
the Group went public on the NYSE, and it has continued the track record of delivering on that vision with the closing of the Oaktree, the Crescent Pass,
and East Texas acquisitions. The CEO recruited and developed this talent and is largely responsible for its success. The Group remains committed to a
balanced capital allocations framework, with the diversity and strength of the asset base providing a solid foundation for accretive growth and value
creation for our shareholders.
The current policy was approved by shareholders in a binding vote at the 2022 AGM with just under 83% of votes cast in favor.
This policy was traditionally aligned with the UK market and met the expectations of our shareholders when it was introduced. In preparation for the
shareholder vote on a new Remuneration Policy at the 2025 AGM, the Remuneration Committee has engaged an independent subject matter expert to
conduct a detailed review of the remuneration arrangements to ensure that they are appropriate in light of the performance of the business and our
current strategy. Of particular focus for the Remuneration Committee was the need to ensure that going forward the policy is capable of delivering
competitive compensation in the U.S., where all of Diversified’s executives, employees, and operations are based, whilst meeting the expectations of our
UK investor base in terms of the design and structure of the arrangements and ensuring the interests of our shareholders and executives are aligned.
The key conclusions of the review were that:
• The current policy approved by the shareholders at the Group’s 2022 annual general shareholder meeting, whilst being traditionally aligned to the
UK market, contains features not present in the U.S. market and is not well aligned with the U.S. in terms of quantum or structure, leading to
concerns of the Remuneration Committee and the Group’s ability to replace and attract future Executive Directors as well as other members of the
Group’s senior management team;
• Current total direct compensation (base + on-target bonus + the expected value of LTIP) for the Executive Directors, specifically with respect to
the CEO, is approximately 30% below the median of other North American gas producers of a similar size in terms of market capitalization;
• Although almost all of our peers in the U.S. grant a mix of performance shares and restricted (i.e. service-based vesting) shares as part of the
compensation for executives, our current policy does not offer restricted shares to the Executive Directors, which places the Group at a significant
disadvantage, particularly should it need to recruit senior talent in the future;
• The Group already grants a mix of performance shares and restricted shares to its employees and a move to include restricted shares in Executive
Directors’ pay aligns with our existing internal reward structure ensuring consistency and alignment within our senior team; and

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• With Diversified’s unique U.S. focus and exposure to the U.S. market, there is a clear and compelling rationale to granting hybrid awards (i.e. a mix
of performance and restricted shares), even though hybrid awards are a relatively new development for UK-listed companies (with the practice
having been recently acknowledged by the Investment Association in its October 8, 2024, updated “Principles of Remuneration” as being an
appropriate feature for consideration in certain circumstances).
Shareholder consultation regarding proposed changes to remuneration
The policy proposals were developed and consulted upon with a significant number of the Group’s largest shareholders and proxy advisors (the majority
of whom were supportive). The Remuneration Committee would like to thank those who provided constructive feedback, which enabled it to re-assess
and, in certain parts, reduce its proposals (including, in particular, the proposed restricted share award level) and make changes in response to that
feedback where appropriate. Importantly, it should be noted that with the adoption of the proposed remuneration policy for 2025, the CEO’s total direct
compensation in 2025 when all changes are implemented will be still positioned slightly below the median level of U.S. peers. See Part A: Directors’
Remuneration Policy for a list of the main changes from the previous policy.
Summary of Main Changes to the Directors’ Remuneration Policy
Annual Bonus - The maximum annual bonus opportunity of the CEO would increase from 175% to 200% of salary. For Executive Directors who have not
yet achieved the required shareholding, 50% will be deferred as either shares or cash for two years provided continued service. Current Executive
Directors who have met their shareholding guidelines will not be required to defer any of annual bonuses.
Long-Term Incentive (“LTI”)
The policy maximum for performance share awards would remain unchanged at 325% of salary for the CEO and a new restricted share award of 100%
of salary will be introduced. Other non-CEO Executive Directors would be eligible for performance awards of up to 250% of salary and 75% of salary in
restricted shares.
Both the performance and restricted share awards will be subject to three-year performance and vesting period, and a two-year post-vesting holding
period, resulting in a total five-year period from grant until rewards are realized. The restricted share awards will vest on a cliff-basis at the end of the
three-year vesting period. Consistent with the UK Corporate Governance Code and investor guidelines, the Remuneration Committee will have discretion
to override vesting outcomes in certain circumstances where the Remuneration Committee determines that vesting is not warranted.
The Remuneration Committee acknowledges that shareholders would often expect a reduction in award face value when replacing performance shares
with restricted shares. However, in addition to structuring the compensation program to be retentive and give future flexibility for attracting senior
talent, the Remuneration Committee is also seeking to address an approximate 30% shortfall in the level of CEO remuneration compared to a peer
group of U.S. listed oil & gas producers comprising: Amplify Energy Corp; Berry Corporation; CNX Resources Corp; Granite Ridge Resources; Highpeak
Energy; Mach Natural Resources; Northern Oil and Gas; Riley Exploration Permian; Ring Energy; TXO Partners; Vital Energy; and W&T Offshore. This
peer group was chosen upon considerable review and with assistance from the Remuneration Committee’s independent compensation expert. The
group was selected from a long list of natural gas and oil companies headquartered in the U.S. that focus on natural gas extraction with wells and
systems. The results were further filtered by similarity of operational footprint to Diversified and which are similar in terms of median market
capitalization and revenue. Taken together, the proposed changes would result in the remuneration of the CEO being positioned slightly below the
median of the U.S. peers and with a market aligned mix between performance shares and restricted shares. The proposed award limits also take
account of feedback from shareholders consulted on our initial thinking as to the most appropriate mix between performance and non-performance
based awards, as shown in the charts below.
The metrics on which the LTI p e rf ormance share awards are based have not yet been finalized but will be fully disclosed to shareholders in advance of
the 2025 AGM. The Remuneration Committee’s current thinking is that the metrics will be as follows:
• ROE (40%),
• Absolute TSR (20%),
• Relative TSR vs a bespoke peer group of primarily U.S. gas producers (20%), and
• Emissions Reduction (20%)
Share Ownership Guidelines
In order that Executive Directors’ interests are further linked with those of shareholders, the shareholding that Directors are expected to build up and
maintain in the Group are being increased to align with the market. The Remuneration Committee proposed to increase the shareholding requirements
to 600% for the CEO and 300% for other Executive Directors. Also, a two-year post cessation shareholding guideline will continue.
Notations Regarding Other Elements of the Remuneration Policy

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The Remuneration Committee believes the remainder of the Remuneration Policy remains largely fit for purpose and we only have proposed minor
changes to the Remuneration Policy in line evolving market best practice.
The CEO’s salary increase for 2025 is in-line with the average increase awarded to the workforce at 3.5%.
Proposed changes to the Equity Incentive Plan Rules
Under our current Equity Incentive Plan (“EIP”) that governs equity-based awards, we are subject to two restrictions on dilution: a hard cap of
3,284,031 shares and, in alignment with UK best practices, a cap allocated under the plan over any ten-year period amounting to 10% of our issued
share capital (equivalent to 5,979,594 shares as of February 28, 2025). The Remuneration Committee proposes to streamline these limits by removing
the hard cap of 3,284,031 shares while and retaining the cap of 10% over ten years, in accordance with UK best practice. Additionally, shares held by
the Employee Benefit Trust (the “EBT”) will occasionally be utilized to cover vested equity-based awards. The EBT will also periodically purchase shares
in the open market. Consistent with best practices, shares purchased in the market issued by the EBT will not count towards the 10% cap because they
are not dilutive to the share value.
Format of the Report and Matters to be Approved at our Annual General Meeting
At the 2025 AGM, shareholders will be asked to approve three resolutions related to Directors’ remuneration matters:
• To approve the Directors’ Remuneration Policy as set out in Part A of this Directors’ Remuneration Report;
• To approve the Directors' Remuneration Report other than Part A; and
• To approve changes to the EIP dilution limits as outlined above.
Our approach to executive pay is designed to address the challenge of balancing a U.S. based management team with the expectations of a UK and U.S.
listed company. We hope that our shareholders will remain supportive of the approach and that you will vote in favor of the remuneration resolution at
the 2025 AGM.

David J. Turner, Jr. |  | David E. Johnson |  | Sandra M. Stash
Chair of the Remuneration Committee |  | Chair of the Board and Member of the Remuneration Committee |  | Member of the Remuneration Committee
March 17, 2025 |  | March 17, 2025 |  | March 17, 2025

Membership
The Remuneration Committee is currently comprised of the Non-Executive Chairman and two Independent Non-Executive Directors: David J. Turner, Jr.,
the Remuneration Committee Chair, Sandra M. Stash, the Senior Independent Director as of January 24, 2025, and David E. Johnson. Sylvia Kerrigan
served as Remuneration Committee Chair for the entirety of 2024 and resigned effective January 24, 2025. Benjamin Sullivan, Senior Executive Vice
President, Chief Legal & Risk Officer and Corporate Secretary acts as Secretary to the Remuneration Committee.
Meetings and Attendance
The Remuneration Committee met formally three times during the year and has met twice thus far in 2025. The Remuneration Committee regularly
meets in private executive session at the end of its committee meetings, without management present to ensure that points of common concern are
identified and that priorities for future attention by the committee are agreed upon. The Chair of the Remuneration Committee keeps in close contact
with the Chief Legal & Risk Officer and Human Resources team between committee meetings. For Remuneration Committee meeting attendance for
each Director see the Directors’ Report within this Annual Report.
Committee Effectiveness
The Remuneration Committee performed a critical analysis internal review and evaluation on itself, as part of its annual self-review process. No
significant areas of concern were raised.
Responsibilities and Terms of Reference
A key objective of the Remuneration Committee is to help attract, retain and motivate talented executives by ensuring competitive remuneration and
motivating incentives. The incentives are linked to the overall performance of the Group and, in turn, to the interests of all shareholders.
The Remuneration Committee is responsible for:
• Discussing and determining the Group’s framework for executive remuneration;
• Determining the remuneration for the Executive Director;
• Reviewing remuneration for other members of the Senior Leadership Team;
• Reviewing and recommending to the Board the remuneration of the Non-Executive Directors; and
• Overseeing and reviewing the structure and operation of the remuneration policy.
The Remuneration Committee has formal terms of reference which can be viewed on the Group’s website at www.div.energy.
Role of Management
The Group’s Human Resources Department assists the Remuneration Committee and its independent compensation consultant (as applicable) in
gathering the information needed for their respective reviews of the Group’s compensation program with respect to the Senior Leadership Team. This
assistance includes assembling requested compensation data. The CEO develops pay recommendations for members of the Senior Leadership Team for
review and discussion by the Remuneration Committee. The Remuneration Committee, in private session and without executive officers present,
approves the CEO’s pay levels.

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External Advisors
During the year, FIT Remuneration Consultants LLP (“FIT”) and Mercer Limited (“Mercer”) provided assistance to the Remuneration Committee. Both
FIT and Mercer are signatories to the Remuneration Consultants Group’s Code of Conduct. FIT provided advice to the Remuneration Committee on all
matters relating to remuneration, including best practice. Mercer provided specialist advice to support the review of the proposed Director’s
Remuneration Policy and shareholder engagement. FIT provided no other services to the Group or its Directors and do not have any other connection
with the Group or its Directors. Mercer provides pay benchmarking and survey data to the Group’s management but otherwise does not have any other
connection with the Group or its Directors. Accordingly, the Remuneration Committee was satisfied that the advice provided by FIT and Mercer was
objective and independent. The Remuneration Committee selected and appointed FIT based on the positive experience with FIT in prior years, among
other factors. Mercer was appointed to advise both the Group and the Remuneration Committee on development of the new Remuneration Policy, based
on the Group’s experience of working with its lead advisor on the development of the previous Remuneration Policy. FIT’s and Mercer’s fees in respect
of 2024 were $37,507 (GBP: £29,302), and $126,080 (GBP: £98,500), respectively. Both FIT’s and Mercer’s fees are charged on the basis of time and
materials.
Remuneration at a Glance
Proposed Remuneration Policy & Implementation

Stated Objective | Overview of Proposed Remuneration Policy | Proposed Implementation for 2025
Base salary | • Reviewed annually. • Consideration given to the performance of the Group, the individual’s performance, the individual responsibilities or scope of the role, and pay practices in relevant comparator companies in the U.S. | Executive Director (Effective January 1, 2025 and represents a 3.5% increase for Rusty Hutson, Jr. over 2024 . This compares to increases across the Group ranging from 0% to 7% based on performance, with an average of 3.5%.) • CEO: Rusty Hutson, Jr.: $807,128
Pension & benefits | • The current Executive Director does not receive a pension contribution and any future provision will be aligned to the wider workforce. | • The current Executive Director does not receive a pension contribution. • Consistent with the approach taken for all employees, the Group offers a retirement plan in accordance with subsection 401(k) of the Internal Revenue Code in which the Executive Director may make voluntary pre-tax contributions towards his own retirement. The Group matches the Executive Director’s contributions up to $26 thousand per annum. • Benefits consist of standard car and health/insurance related benefits.
Annual Bonus Short-Term Incentives | • Maximum of 200% of salary for Rusty Hutson, Jr. and 125% of salary for other Executive Directors. • For Executive Directors who have not yet achieved the required shareholding, 50% will normally be paid in cash, with the remainder deferred as either shares or cash for two years provided continued service. • Deferral is not required for existing Executive Directors who, at the time this Remuneration Policy is approved, have achieved the required shareholding, i.e. 100% of their award will normally be paid in cash, with no deferral. • Subject to the achievement of relevant performance conditions, both qualitative and quantitative. • Subject to malus and clawback provisions. | Potential awards for 2025 performance period: • Rusty Hutson, Jr.: 200% of salary • Other Executive Directors: 125% of salary • Performance conditions, which will have defined Threshold, Target, and Stretch payout criteria: • 50% adjusted EBITDA per share • 25% cash cost per Mcfe • 25% sustainability measures
Long-Term Incentives | • Performance Share Awards, subject to service and performance over a three-year period, and eligible for payment of applicable Dividend Equivalent Rights during the vesting period. Maximum award of 325% of salary for Rusty Hutson, Jr. and 250% of salary for other Executive Directors. • Restricted Share Awards, subject to service over a three-year period, and eligible for payment of applicable Dividend Equivalent Rights during the vesting period. Maximum award of 100% of salary for Rusty Hutson, Jr. and 75% of salary for other Executive Directors. • Subject to malus and clawback provisions. | Potential awards for 2025 : • Rusty Hutson, Jr.: 325% of salary of performance share awards; 100% of salary of restricted share award • Other Executive Directors: 250% of salary of performance share awards; 75% of salary of restricted share awards • Performance conditions: • 40% return on equity • 20% relative TSR • 20% absolute TSR • 20% emissions
Share Ownership Requirements | • Rusty Hutson, Jr.: 600% of salary • Other Executive Directors: 300% of salary • Lower of shares acquired from LTIP awards held at termination or normal share ownership requirement continues to apply for first year following termination, reducing to 200% of salary for the second year. | Rusty Hutson, Jr. meets the requirement.

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Introduction
Part A: Represents the proposed policy which will take effect, subject to the approval of the shareholders, immediately after the 2025 AGM (the
“Directors’ Remuneration Policy”).
Part B: Constitutes the Annual Report on Remuneration sections of the Executive Directors’ Remuneration Report.
Part A: Directors’ Remuneration Policy
The Directors’ Remuneration Policy below sets out the information required by Part 4 of Schedule 8 to the Large and Medium-Sized Companies and
Groups (Accounts and Reports) Regulations 2008 (as amended).
If approved by Shareholders at the forthcoming AGM on April 9, 2025, the Directors’ Remuneration Policy set out below will replace the existing policy
for which shareholder approval was obtained at the 2022 AGM, and will become binding immediately thereafter.
The main changes from the previous policy are:
• Annual Bonus maximum for the CEO is to be increased to 200% of salary and add an annual bonus maximum for other Executive Directors at
125% of salary with a deferral of 50% of any bonus earned compulsory to which existing Executive Directors who have met their shareholding
requirement are not subject. No deferral will be applicable to any bonus for an existing Executive Director who has met their shareholding
requirement;
• Performance Share Awards maximum is to remain at 325% per annum for the CEO and a new Restricted Share Award of 100% of salary is
introduced; and
• New Performance Share Awards maximum for other Executive Directors at 250% per annum and Restricted Share Award of 75% of salary is
introduced in order to future-proof the policy.
The following table summarizes the Group’s policies in respect of the key elements of our Directors’ remuneration:

Element and Purpose | Remuneration Policy and Operation | Maximum | Performance Measures
Base salary This is the core element of pay and reflects the individual’s role and position within the Group with some adjustment to reflect their capability and contribution. | • Base salaries will typically be reviewed annually, with consideration given to the performance of the Group and the individual, any changes in responsibilities or scope of the role and pay practices in relevant U.S. comparator companies of a broadly similar size and complexity, with due account taken of both market capitalization and turnover. • The Remuneration Committee does not strictly follow benchmark pay data, but instead uses it as one of a number of reference points when considering, in its judgment, the appropriate level of salary. Base salary is paid monthly in cash. | • It is anticipated that salary increases will generally be in line with those awarded to the general workforce. That said, in certain circumstances (including, but not limited to, changes in role and responsibilities, market levels, individual and Group performance), the Remuneration Committee may make larger salary increases to ensure they are market competitive. The rationale for any such increase will be disclosed in the relevant Annual Report. | n/a
Benefits To provide benefits valued by recipients. | • The Executive Director currently receives standard car and health/ insurance related benefits. • Where appropriate, the Group will meet certain costs relating to Executive Director relocations. • In line with the approach taken for all employees, the Group offers a retirement plan in accordance with subsection 401(k) of the Internal Revenue Code in which the Executive Director may make voluntary pre-tax contributions towards his own retirement. The Group matches the Executive Director’s contributions up to $26 thousand per annum. • The Remuneration Committee reserves the discretion to introduce new benefits where it concludes that it is appropriate to do so, having regard to the particular circumstances and to market practice. | • It is not possible to prescribe the likely change in the cost of insured benefits or the cost of some of the other reported benefits year to year. • Relocation expenses are subject to a maximum limit of 100% of base salary, provided that such expenses may be paid only in the year of appointment and for a further two financial years. • With limited exceptions, the U.S. Section 401(k) defined contribution plan currently provides company matching contributions up to a maximum of $26 thousand per annum. • The Remuneration Committee will monitor the costs of benefits in practice and will ensure that the overall costs do not increase by more than what the committee considers appropriate in all the circumstances. | n/a

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Element and Purpose | Remuneration Policy and Operation | Maximum | Performance Measures
Pension To provide retirement benefits. | • Currently, no element of the Directors’ remuneration is pensionable, and the Group does not operate any pension scheme or other scheme providing retirement or similar benefits. • The Remuneration Committee reserves the discretion to introduce new benefits where it concludes that it is appropriate to do so, having regard to the particular circumstances and to market practice. | • The current Executive Director does not receive a pension contribution. • Any future pension provision will be limited to levels aligned to the contribution levels for the majority of the workforce. | n/a
Annual bonus plan To motivate the Executive Director and incentivize the delivery of performance over a one-year operating cycle, focusing on the short- to medium-term elements of our strategic aims. | • Annual bonus plan levels and the appropriateness of measures are reviewed annually at the commencement of each financial year to ensure they continue to support our strategy. • Once set, performance measures and targets will generally remain unchanged for the year, except to reflect events such as corporate acquisitions or other major transactions where the Remuneration Committee considers it to be necessary in its opinion to make appropriate adjustments. • For Executive Directors who have not yet achieved the required shareholding, 50% will normally be paid in cash, with the remainder deferred as either shares or cash for two years provided continued service. • Deferral is not required for existing Executive Directors who at the time this Remuneration Policy is approved have achieved the required shareholding. • Clawback provisions apply to the annual bonus plan, and malus and clawback will apply to deferred shares in accordance with the Group’s clawback and malus policies. | • The maximum level of annual bonus plan outcomes is 200% of base salary for the CEO and 125% of base salary for other Executive Directors. | • The performance measures applied may be financial or non-financial; quantitative and qualitative; and corporate, divisional or individual and with such weightings as the Remuneration Committee considers appropriate. The metrics and weightings applicable for 2025 are intended to be as follows: • 50% adjusted EBITDA per share • 25% cash cost per Mcfe • 25% sustainability measures • Where a sliding scale of targets is used, attaining the threshold level of performance for any measure will not typically produce a payout of more than 25% of the maximum portion of the overall annual bonus attributable to that measure, with a sliding scale to full payout for maximum performance. • However, the annual bonus plan remains a discretionary arrangement and the Remuneration Committee retains a standard power to apply its discretion to adjust the outcome of the annual bonus plan for any performance measure (from zero to any cap), should it consider that to be appropriate.

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Element and Purpose | Remuneration Policy and Operation | Maximum | Performance Measures
Long-term incentives To motivate and incentivize the delivery of sustained performance over the long-term, and to promote alignment with shareholders’ interests, the Group grants Performance Share Awards. | • Performance Share Awards vest over a period of three years, and are eligible for accrual of applicable Dividend Equivalent Rights during the vesting period. • Restricted Share Awards are subject to service over a three-year period, and are eligible for accrual of applicable Dividend Equivalent Rights during the vesting period. • Once vested the net of tax shares from both the Performance Share and Restricted Awards are subject to a holding period of two years. • Clawback and malus provisions apply to Performance Share Awards and Restricted Share Awards. | • Performance Share Awards may be granted with a maximum value of 325% of salary for the CEO and 250% of salary for the other Executive Directors. • Restricted Share Awards may be granted with a maximum value of 100% of salary for the CEO and 75% of salary for other Executive Directors. • In determining the number of shares subject to an award, the market value of a share shall, unless the Remuneration Committee determines otherwise, be assumed to be the average share price for the five days following the announcement of the Group’s results for the previous financial year. | • The Remuneration Committee may set such performance conditions on Performance Share Awards as it considers appropriate, whether financial or non-financial and whether corporate, divisional or individual. Performance periods may be over such periods as the Remuneration Committee selects at grant, which will not be less than, but may be longer than, three years. • It is intended that the metrics and weightings applicable in 2025 will be as follows: • 40% Return on Equity • 20% Absolute TSR • 20% Relative TSR • 20% Emissions • No more than 15% of awards vest for attaining the threshold level of performance conditions. The Remuneration Committee also has a standard power to apply its judgment to adjust the vesting outcome of Performance Share Awards and Restricted Share Awards to take account of any circumstances (including the performance of the Group, any individual or business) should it consider that to be appropriate.

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Element and Purpose | Remuneration Policy and Operation | Maximum | Performance Measures
Share ownership guidelines To further align the interests of the Executive Director with those of shareholders. | • Each Executive Director is expected to build up a prescribed level of shareholding. • Minimum shareholding is 600% of base salary for the CEO and 300% of base salary for other Executive Officers. The Remuneration Committee reserves the power to amend, but not reduce, these levels in future years. • To the extent that the prescribed level has not been reached, the Executive Director will be expected to retain a proportion of the shares vesting under the Group’s share plans until the guideline is met. • Any vested shares from long-term incentives subject to a holding period and any shares awarded in connection with annual bonus deferral will be included for the purpose of the guidelines (discounted for anticipated tax liabilities). • A post-employment shareholding requirement normally applies to shares from long-term investments vesting after the effective date of the Directors’ Remuneration Policy for 2025. The policy requires the Executive Director to hold the shares equivalent to his share ownership guideline at that date, for a period of one year post- employment and reducing to 200% of salary for the second year post- employment. | n/a | n/a
Chairman’s and Non-Executive Directors’ fees To enable the Group to recruit and retain a Chairman of the Board and Non- Executive Directors of the highest caliber. | • The fees paid to the Chairman and Non-Executive Directors aim to be competitive with other U.S. and UK listed peers of equivalent size and complexity. • The fees payable are determined by the Board, and will include incremental committee Chair and additional responsibility fees (as applicable). Directors do not participate in decisions regarding their own fees. • Non-Executive Directors are reimbursed all necessary and reasonable expenses incurred in connection with the performance of their duties and any tax thereon in accordance with the Group’s Non- Executive Director Expense Reimbursement Policy. • No other benefits are envisaged for the Chairman and Non-Executive Directors, but the Group reserves the right to provide benefits, including company related travel and office support. | • Fees are paid monthly in cash. • A proportion of each Non-Executive Directors’ fees may be required to be used for the acquisition of Group shares which must then be held until they cease to be a Director. • The aggregate fees and any benefits of the Chairman and Non-Executive Directors will not exceed the limit from time to time prescribed within the Group’s Articles of Association for such fees. • Any increases actually made will be appropriately disclosed. | n/a

Choice of Performance Metrics
Diversified’s strategy is to focus on solutions that optimize existing, long-life, and often undervalued U.S. energy assets. This requires a unique modern
field management philosophy that leverages digital tools, scale, vertical integration, and human experience to responsibly manage mature existing
assets, improve environmental performance, and unlock overlooked value. This minimizes traditional exploration and production risks, delivers consistent
free cash flow, and serves a fundamental role in U.S. energy markets. Targets are reviewed each year by the Remuneration Committee and set taking
account of Diversified’s in-year and longer-term goals.

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The proposed 2025 annual bonus metrics which comprise adjusted EBITDA per share ( 50%), cash cost per Mcfe (25%), and sustainability measures
(25%) have been selected as these incentivize a disciplined and responsible approach to growth and delivery of returns to shareholders.
The proposed scorecard of metrics selected for the grants of Performance Share Awards in 2025 comprises Return on Equity (40%), Absolute TSR
(20% ), Relative TSR (20%), and Emissions ( 20%). These have been selected as they reward strong capital management, encourage value enhancing
acquisitions, reward the generation of superior returns to shareholders across the cycle as well as a focus on sustainability.
Service Contracts & Letters of Appointment
The following table summarizes key dates for the service contracts of Rusty Hutson, Jr. effective as of December 31, 2024:

Name | Date of Service Contract | Duration
Rusty Hutson, Jr. | January 30, 2017 | Executive Director’s service agreement should be of indefinite duration, subject to termination by the Group or the individual on six months’ notice. The service agreements of all current Executive Directors comply with that policy.

The contract of the current Executive Director, which is available for inspection at the Group’s registered office, contains a payment in lieu of notice
clause which is limited to base salary only. In line with U.S. practice, depending on the circumstances of their severance from service, the Executive
Director may be entitled to certain payments, including previously accrued salary plus 12 months salary. For each current Non-Executive Director, the
effective date of their latest letter of appointment is:

Name | Date of Letter of Appointment | Duration
David E. Johnson | February 3, 2017 |
Martin K. Thomas | January 1, 2015 | Initial period of 12 months, subject to re-election at each AGM of the Group and are terminable on three months’ notice given by either party.
David J. Turner, Jr. | May 27, 2019
Sandra M. Stash | October 21, 2019
Kathryn Klaber | January 1, 2023

Malus and Clawback
The Remuneration Committee may apply malus and clawback to a Performance Share Award, Restricted Share Award, deferred shares under the Annual
Bonus Plan and to cash amounts under the annual bonus plan (clawback only). The relevant circumstances where these powers of recovery may
operate include:
• Any accounting restatement required as a result of the financial statements of any member of the Group’s being materially misstated as a result of
the relevant employee’s material non-compliance with the Group’s financial reporting requirements under all applicable laws and policies;
• Any fraudulent act of the relevant employee (whether proven, admitted or otherwise);
• Any material breach of any term of employment;
• Any material failure in supervision and oversight by the relevant employee;
• Any gross misconduct, material wrongdoing or any material breach of any term of employment by the relevant employee;
• A material error in the calculation of the relevant employee’s performance conditions; or
• Such other exceptional negative circumstances caused by the relevant employee as the Remuneration Committee may reasonably determine,
which may include the Group suffering any serious reputational damage, financial downturn, failure of risk management or corporate failure as a
result of the relevant employee’s action or inaction.
Normally, clawback can operate for up to two years following the vesting of an award or bonus payment.
Travel and Hospitality
The Remuneration Committee has been advised that corporate hospitality, whether paid for by the Group or another, and travel for Directors (and in
exceptional circumstances their families) and any tax thereon may technically come within the applicable rules. As a result, the Remuneration Committee
expressly reserves the right for the committee to authorize such activities within its agreed policies. Note that the Remuneration Committee does not
consider travel and hospitality or the reimbursement of these expenses to form part of benefits in the normal usage of that term.
Differences Between the Policy on Remuneration for Directors from the Policy on Remuneration of Other Staff
While the appropriate benchmarks vary by role, the Group seeks to apply the philosophy behind this policy across the Group as a whole. Where the
Group’s pay policy for Directors differs from its pay policies for groups of staff, this reflects the appropriate market rate position and/or typical practice
for the relevant roles. The Group takes into account pay levels, bonus opportunity and share awards applied across the Group as a whole when setting
the Directors’ Remuneration Policy.
Committee Discretions
The Remuneration Committee will operate the annual bonus plan, Performance Share Awards and Restricted Share Awards according to their respective
rules and the above policy table. The Remuneration Committee retains discretion, consistent with market practice, in a number of respects, in relation to
the operation and administration of these plans.
These discretions include, but are not limited to, the following:
• The selection of participants;
• The timing of grant of an award/bonus opportunity;
• The size of an award/bonus opportunity subject to the maximum limits set out in the policy table;
• Discretion required when dealing with a change of control or restructuring of the Group;

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• Determination of the treatment of leavers based on the rules of the plan and the appropriate treatment chosen;
• Adjustments required in certain circumstances (e.g. rights issues, corporate restructuring events and special dividends); and
• The annual review of performance measures, weightings and targets from year to year and resulting vesting/bonus pay-outs.
While performance measures and targets for annual bonus and Performance Share Awards will generally remain unchanged once set, the Remuneration
Committee has the usual discretions to amend the measures, weightings and targets in exceptional circumstances (such as a major transaction) where
the original conditions would cease to operate as intended. Any such changes would be explained in the subsequent Directors’ Remuneration Report
and, if appropriate, be the subject of consultation with the Group’s major shareholders.
Any use of these discretions would, where relevant, be explained in the Directors’ Remuneration Report.
Recruitment Remuneration Policy
The Group’s recruitment remuneration policy aims to give the Remuneration Committee sufficient flexibility to secure the appointment and promotion of
high-caliber executives to strengthen the management team and secure the skill sets to deliver our strategic aims.
In terms of the principles for setting a package for a new Executive Director, the starting point for the Remuneration Committee will be to apply the
general policy for Executive Directors and structure a package in accordance with that policy, consistent with the relevant requirements.
The annual bonus plan, Performance Share Awards, and Restricted Share Awards including the maximum award levels, will operate as detailed in the
general policy in relation to any newly appointed Executive Director, although, depending on the circumstances, different metrics and or targets may be
set in the first year of appointment. For an internal appointment, any variable pay element awarded in respect of the prior role may either continue on
its original terms or be adjusted to reflect the new appointment as appropriate. For external and internal appointments, the Remuneration Committee
may agree that the Group will meet certain relocation expenses in the year of appointment and for a further two financial years, as it considers
appropriate. For external candidates, it may be necessary to make additional awards in connection with the recruitment to buy-out awards and
entitlements forfeited by the individual on leaving a previous employer.
For the avoidance of doubt, buy-out awards are not subject to a formal cap. Any awards to a newly recruited Executive Director which are not buy-outs
will be subject to the limits for the annual bonus plan and Performance Share Awards as stated in the general policy.
For any buy-outs the Group will not pay more than is necessary in the view of the Remuneration Committee, and will in all cases seek, in the first
instance, to deliver any such awards under the terms of the existing annual bonus plan, Performance Share Awards and Restricted Share Awards. It
may, however, be necessary in some cases to make buy-out awards on terms that are more bespoke than the existing annual bonus plan and
Performance Share Awards and Restricted Share Awards (for example, specific arrangements under Listing Rule 9.4.2).
All buy-outs, whether under the annual bonus plan, Performance Share Awards, Restricted Share Awards or otherwise, will take due account of the
service obligations and performance requirements for any remuneration relinquished by the individual when leaving a previous employer. The
Remuneration Committee will seek, where it is practicable to do so, to make buy-outs subject to what are, in its opinion, comparable requirements in
respect of service and performance.
A new Non-Executive Director would be recruited on the terms outlined in the Remuneration Policy.
Termination Policy Summary
The Remuneration Committee will consider treatments on a termination having regard to all of the relevant facts and circumstances available at that
time. This policy applies both to any negotiations linked to notice periods on a termination and any treatments that the Remuneration Committee may
choose to apply under the discretions available to it under the terms of the relevant plan. The potential treatments on termination under these plans are
as follows:
Annual Bonus Plan
If an Executive Director resigns without “good reason” (e.g. demotion, material reduction in compensation, relocation of principal office location of more
than 200 miles) or is dismissed for cause before the end of the bonus plan year, the right to receive any bonus normally lapses. If an Executive Director
ceases employment before such date by reason of death, injury, ill health, disability, retirement, resignation for good reason, or termination without
cause, or any other reason determined by the Remuneration Committee, the committee may determine that such bonus will be payable pro rata for the
period of time during the year (performance period) that the Executive Director was employed. Similar treatment will apply in the event of a change in
control of the Group, provided, however, that if the Executive Director is terminated without cause or resigns for good reason within 180 days prior to
such change in control, the bonus will be payable without reduction. The rationale is to ensure that the Executive Directors remain with the Group
through completion of the change in control, so as to affect an orderly transition for the Group.
Deferred bonus awards may be accelerated if the Executive Director’s leaving was for reason of death, injury, ill health, disability, retirement, resignation
for good reason, or termination without cause.
Performance Share Awards and Restricted Share Awards
If, during the performance or vesting period, a participant:
• Resigns without good reason or is dismissed for cause, awards lapse in full;
• Dies, awards will be pro-rated by reference to the proportion of the performance or vesting period for which the participant remained employed
subject, in the case of Performance Share Awards to the Group’s performance; or
• Ceases to be employed due to injury, ill health, disability, retirement, resignation for good reason, or termination without cause, or for any other
reason the Remuneration Committee determines, awards are retained subject to the performance conditions, and continue to vest on the original
schedule. In such instance, awards will be pro-rated by reference to the proportion of the performance or vesting period for which the participant
remained employed. The Remuneration Committee has a standard ability to vary time pro-rating. The Remuneration Committee may exercise its
discretion to allow awards to vest early on cessation in suitable cases. In the event the participant dies or suffers a disability during the holding
period, the holding period may be accelerated.

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Performance share awards and Restricted share awards will normally vest in the event of a change of control and shall take into account, amongst other
things, the extent to which any performance criteria have been met (over the shortened performance periods) and the time elapsed since grant (i.e.
prorated).
The Group has the power to enter into settlement agreements with Directors and to pay compensation to settle potential legal claims. In addition, and
consistent with market practice, in the event of the termination of an Executive Director, the Group may make a contribution towards that individual’s
legal fees and fees for outplacement services as part of a negotiated settlement. Any such fees will be disclosed as part of the detail of termination
arrangements. For the avoidance of doubt, the policy does not include an explicit cap on the cost of termination payments.
Consideration of Employment Conditions Elsewhere in the Group
The Group’s general pay and employment conditions will be taken into account when setting Executive Directors’ remuneration.
The same reward principles guide reward decisions for all Group employees, including Executive Directors, although remuneration packages differ to
take into account appropriate factors in different areas of the business:

Base Salary/Benefits/Pension | The Remuneration Committee receives an annual report summarizing the base salaries, benefits and pension arrangements received by each category of Group staff.
Annual Bonus | The majority of salaried employees participate in an annual bonus plan, although the quantum and balance of group, business unit and individual objectives varies by level and nature of role. The Remuneration Committee receives an annual report summarizing the bonus potential and performance metrics used in each of the annual bonus schemes in operation across the Group.
Long-Term Incentives | Key Group employees may receive share incentive awards, both performance and restricted, and may receive awards based on the same or different performance conditions as those for Executive Directors (although the Remuneration Committee reserves the discretion to vary the performance conditions for awards made to employees below Board level). The Remuneration Committee is provided a summary of the long-term incentive plans.

As highlighted in the Engagement with Employees Statement in the Directors’ Report within this Annual Report, the Group engages with employees on a
range of matters. Employees are not directly consulted in the development of the Remuneration Policy, however, a s part of this employee engagement
process there is the opportunity for employees to ask questions and provide feedback on the strategy of the Group, including how this links to
remuneration and how executive remuneration aligns with the wider company pay policy and the Group’s strategy and objectives.
Consideration of Shareholder Views
The Remuneration Committee considers shareholder views received during the year and at each AGM, as well as guidance from shareholder
representative bodies more broadly, when determining the remuneration policy and its implementation. Specifically in connection with the proposed
remuneration policy for 2025, the Remuneration Committee consulted with major shareholders in late-2024 and into 2025 to collect feedback and gauge
shareholder response as a result of which changes have been made to the quantum of the proposals and also to performance metrics used for awards
granted in the Remuneration Policy’s first year.
The Remuneration Committee seeks to build an active and productive dialogue with investors on developments on the remuneration aspects of
corporate governance generally and it will consult with major shareholders in advance of any material change to the structure and/or operation of the
policy and will seek formal shareholder approval for any such change if required.
External Appointments
The Group’s policy is to permit an Executive Director to serve as a non-executive director elsewhere when this does not conflict with the individual’s
duties to the Group, and where an Executive Director takes such a role they may be entitled to retain any fees which they earn from that appointment.
Such appointments are subject to approval by the Chairman.

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Illustrations of Applica tion of Executive Director Remuneration Policy
The following charts show how the remuneration policy for the Executive Director will be applied in 2025 using the assumptions shown overleaf:

Minimum | • Consists of base salary, benefits and pension. • Base salary is the salary to be paid in 2025 . • Long-Term Incentives (“LTI”): Consists of full vesting ( 100%) of Restricted Share Awards (maximum of 100% of base salary). • No pension is provided, only 401(k) match to the extent applicable.
Target | Based on what the Executive Director would receive if performance was on-target (excluding share price appreciation and dividends): • Annual bonus: Consists of the target bonus ( 50% of maximum opportunity used for illustrative purposes). • LTI: Consists of the target level of vesting (50%) of Performance Share Awards (maximum of 325% of base salary) and full vesting (100%) of Restricted Share Awards (maximum of 100% of base salary).
Maximum | Based on the maximum remuneration receivable (excluding share price appreciation and dividends): • Annual bonus: Consists of maximum bonus of 200% of base salary. • LTI: Consists of full vesting (100%) of Performance Share Awards (maximum of 325% of base salary) and full vesting ( 100%) of Restricted Share Awards (maximum of 100% of base salary).
Maximum with share price growth | Based on the Maximum scenario set out above but with a 50% share price increase applied to the value of Performance Share Awards.

($ thousands) | Base Salary | RSU Award | Benefits | Benefit Plan(a) | Total Fixed
Rusty Hutson, Jr. | $807 | $807 | $17 | $42 | $1,673

(a) Reflects amounts received under the Group’s 401(k) contribution plan and health insurance benefits.
Robert R. (Rusty) Hutson, Jr.

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Part B: Annual Report on Remuneration
The remuneration for the Executive and Non-Executive Directors of the Group who performed qualifying services during the year is detailed below. For
the year ended December 31, 2024, the aggregate compensation paid to the members of our board of directors and our executive officers for services
in all capacities was approximately $4 million.
Executive officers are entitled to matching contributions from the Group of up to $26 thousand per annum into their 401(k) retirement plans. They also
receive a range of core benefits such as life insurance, private medical coverage and annual health screens.
The Non-Executive Directors received no remuneration other than their annual fee. The aggregate fees and any benefits of the Chairman of the Board
and Non-Executive Directors will not exceed the limit from time-to-time prescribed within the Group’s Articles of Association for such fees which is
currently £1,055,000 (approximately $1,350,400) per annum. In addition, non-executive directors are reimbursed all necessary and reasonable expenses
incurred in connection with the performance of their duties and any tax thereon in accordance with the Group’s Non-Executive Director Expense
Reimbursement Policy.
Directors’ remuneration for the years ended December 31, 2024 and 2023 (audited):

Executive Director | Rusty Hutson, Jr.
(In thousands) | December 31, 2024 | December 31, 2023
Salary/fees | $780 | $750
Taxable benefits(a) | 17 | 12
Benefit plan(b) | 42 | 31
Pension(c) | — | —
Total fixed pay | $839 | $793
Bonus(d) | 1,160 | 825
Long-term incentives(e) | 1,008 | 303
Total variable pay | $2,169 | $1,128
Total remuneration | $3,007 | $1,921
Non-Executive Directors - Total Remuneration (In thousands) | December 31, 2024 | December 31, 2023
David E. Johnson | $223 | $216
Martin K. Thomas | 160 | 155
David J. Turner, Jr. | 173 | 168
Sandra M. Stash | 160 | 156
Kathryn Z. Klaber | 160 | 139
Sylvia Kerrigan | 173 | 160

(a) Taxable benefits were comprised of Group paid life insurance premiums and automobile reimbursements.
(b) Reflects matching contributions under the Group’s 401(k) plan and health insurance benefits.
(c) The Executive Director does not receive a pension provision.
(d) Further details of the bonus outcome for 2024 can be found in Annual Bonus for Executive Directors within this Annual Report. For 2024, the bonus total for Rusty
Hutson, Jr. represents 148.8% of approved base salary. Subject to the Remuneration Policy, a mounts above 100% of salary will be deferred into cash for one year
provided continued service, without additional performance conditions. For 2023, the bonus total for Rusty Hutson, Jr. represented 110.1% of base salary. Amounts
above 100% of salary were deferred into cash for one year provided continued service, without additional performance conditions.
(e) For 2024, the value of the Performance Share Award granted in 2022, including dividend equivalent units (“DEUs”) accrued to date, has been based on the number of
shares and DEUs that will vest and the three-month average share price for the period to December 31, 2024 of $13.96 ( £10.87) per share. The overall payout for the
Performance Share Award was 67% and the grant share price for the awards was $30.47 (£23.36) per share and, accordingly, the relevant figures are reflective of a
decrease of 54% in the Group’s share price over the three year period. For 2023 , the value of the Performance Share Award granted in 2021 , including DEUs accrued
to the vesting date, has been restated to reflect the actual share price on the vesting date of $11.60 per share. The values disclosed last year were estimated using the
three-month average share price for the period to December 31, 2023 of £13.62 per share using an exchange rate of £1:$1.24055.
2024 Annual Bonus for Executive Director (Audited)
For 2024 the overall bonus plan for the Executive Director was a maximum of 175% of base salary with an actual achieved formulaic bonus of 148.8%.
The Group delivered a strong operational performance in 2024 . The following table summarizes the performance targets and outcomes which led to the
Remuneration Committee’s decisions as to the payout percentages.

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The targets were as follows:

Measure | Threshold(a) | Target(a) | Maximum (100% Payout) | Actual | Performance | % of Total Bonus | Payout %
Adjusted EBITDA per share(b) | $8.00 | $8.21 | $8.42 | $10.79 | 100% | 50% | 50%
Cash cost per Mcfe(c) | $1.35 | $1.30 | $1.27 | $1.35 | 25% | 20% | 5%
Sustainability (see below) |  |  |  |  |  | 30% | 30%
Total % of maximum |  |  |  |  |  |  | 85%
Total % of salary - Rusty Hutson, Jr. |  |  |  |  |  |  | 148.8%

(a) Threshold was 25% and Target was 75% for the adjusted EBITDA per share and cash cost per Mcfe measures and 0% to 50% and 0% to 75%, respectively, for the
sustainability measures, but for all measures stretch allowed inclusion of acquisitions.
(b) Actual results for the adjusted EBITDA per share measure utilized fully diluted weighted average shares outstanding.
(c) Actual results for the cash cost per Mcfe measure excluded 2024 acquisitions and irregular G&A expense.
In respect of the non-financial performance targets set for the Executive Director, these were set against a range of strategic targets at the start of the
year. The targets set were aligned to the Group’s corporate objectives and strategy. Details of the measures, to the extent they are not commercially
sensitive are shown below.

SUSTAINABILITY - ENVIRONMENTAL |  |  |  |
Target | Actual | Performance | % of Total Bonus | Payout %
Reduce methane intensity(a) Threshold: 0.80 / Target: 0.76 / Stretch: 0.70 | 0.70 | Achieved: 100% | 10.00% | 10.00%
Pneumatic valve replacement(b) Threshold: N/A / Target: N/A / Stretch: 100% | 100% | Achieved: 100% | 5.00% | 5.00%
|  |  | 15.00% | 15.00%
SUSTAINABILITY - SOCIAL |  |  |  |
Target | Actual | Performance | % of Total Bonus | Payout %
Reduce TRIR(a) Threshold: 1.19 / Target: 1.07 / Stretch: 0.95 | 0.89 | Achieved: 100% | 2.50% | 2.50%
Reduce LTIR(a) Threshold: 0.88 / Target: 0.80 / Stretch: 0.71 | 0.38 | Achieved: 100% | 2.50% | 2.50%
Reduce MVA(a) Threshold: 0.65 / Target: 0.59 / Stretch: 0.52 | 0.34 | Achieved: 100% | 5.00% | 5.00%
|  |  | 10.00% | 10.00%
SUSTAINABILITY - GOVERNANCE |  |  |  |
Target | Actual | Performance | % of Total Bonus | Payout %
Development training(c) Threshold: 50% / Target: 60% / Stretch: 75% | 86% | Achieved: 100% | 5.00% | 5.00%
|  |  | 5.00% | 5.00%

(a) Refer to Key Performance Indicators within this Annual Report for additional information regarding these metrics.
(b) Refer to Protecting Our Environment in the Sustainability Review within this Annual Report for additional information regarding this metric.
(c) The actual result reflects the percentage of LinkedIn Learning development training courses that were completed during the year ended December 31, 2024.
For additional information about the Group’s sustainability efforts, refer to the Sustainability Review.

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Long-Term Incentives Outcome (Audited)
2022 LTIP Awards
The performance period in respect of the Performance Share Award granted in 2022 came to an end on December 31, 2024 . Performance conditions
were Return on Equity (40%), Absolute TSR ( 30%), Relative TSR ( 10%) and Methane Intensity ( 20% ) targets measured over three years. The targets
and outcomes are set out below:

| % of Total Award | Threshold | Maximum (15% of maximum) | Achieved (100% of maximum) | Vesting % of Component | Payout %(a)
Three-Year Average ROE(b) | 40% | 15% | 25% | 30% | 100% | 40%
Absolute TSR (per annum) | 30% | 10% | 20% | 0% | 0% | 0%
Three-Year TSR v FTSE 250 | 10% | 50th percentile | 75th percentile | 65th percentile | 65% | 7%
Three-Year Methane Intensity Reduction | 20% | 10% | 20% | 22% | 100% | 20%
Performance factor |  |  |  |  |  | 67%

(a) Calculated as % of total award multiplied by vesting % of component.
(b) Calculated as (adjusted EBITDA - recurring capital expenditures - interest expense) / invested equity.
Based on the vesting percentages above, the number of shares expected to vest in March 2025 and their estimated value (based on the three-month
average share price to December 31, 2024 of £10.870 per share ($13.96 per share based upon a GBP:USD exchange rate of £1:$1.2837) are as follows:

| Maximum number of shares (a) | Number of shares to lapse (b) | Number of Shares to vest (c) | Estimated value at vesting (d) | Grant date face value of awards vesting (e) | Impact of share price on vesting (f)
Rusty Hutson, Jr. | 107,830 | 35,591 | 72,239 | $1,008,456 | $2,201,122 | $(1,192,666)

(a) Includes 37,729 dividend equivalent units accrued over the performance period to date in the maximum number of shares that will vest in March 2025 .
(b) Includes 12,457 dividend equivalent units accrued over the performance period to date in the number of shares to lapse in March 2025.
(c) Includes 25,272 dividend equivalent units accrued over the performance period to date in the number of shares to vest in March 2025.
(d) Based on the three-month average share price to December 31, 2024 of $13.96 (£10.87) per share.
(e) Based on the number of shares vesting multiplied by the share price used to calculate the award of $30.47 (£23.36), being the average share price over the five-day
period commencing on March 22, 2022, the date the Group issued its final 2021 results. The award was based upon a GBP:USD exchange rate of £1:$1.3042. The date
of grant was March 15, 2022.
(f) The grant share price for the award was $30.47 (£23.36) and accordingly the relevant figures are reflective of a decrease of 54% in the Group’s share price over the
three year period.
Share Awards Granted in 2024 (Audited)
2024 LTIP Awards
During the year, the Executive Director received a Performance Share Award (conditional shares), which may vest after a three-year performance period
which will end on December 31, 2026 , based on the achievement of stretching performance conditions.

| Value of Award as a % of Base Salary | Face Value of Award ($) | Number of Shares
Rusty Hutson, Jr. | 325% | $2,535,000 | 227,151

In accordance with the ongoing policy, the share price used to calculate the award was $11.16 (£8.83) , being the average share price over the five-day
period commencing on March 19, 2024 , the date that the Group issued its final 2023 results. The awards are based upon a GBP:USD exchange rate of
£1:$1.264 , which was the exchange rate at the date of grant. The date of grant was March 25, 2024. The 2024 LTIP Awards will vest following
completion of the performance period (January 1, 2024 - December 31, 2026), and no later than March 31, 2027, and vested shares will also be subject
to a further two-year holding period. Before approving the number of shares to be awarded the Committee engaged in fulsome discussion as to whether
to apply its discretion to reduce the award value in light of the lower share price compared to the share price used for the prior year’s grant. The
Remuneration Committee determined that using the average share price over the five day period prior to grant remained appropriate in the
circumstances, as has been the Group’s policy for several years. The Remuneration Committee has certain discretion to review the outcome of the
award upon vesting and may consider adjustments in certain circumstances if the share price used could result in an unintended result. In its
deliberation, the Remuneration Committee considered the stretching and robust nature of the performance conditions used in the LTIP, and noted that
the most recent LTIP vesting outcomes were significantly lower than maximum at 67% and 40% , respectively. As of the date of this report the share
price in March 2025 is similar to the share price at the time the 2024 LTIP award was made, which indicates so far that a reduction in the value of the
award was not necessary. The Remuneration Committee will keep this under review.
The performance conditions are a weighted mix of Return on Equity (40%), Absolute TSR (30%), Relative TSR (10%) and Emissions (20%) targets
measured over three years as described below. These measures encourage the generation of sustainable long-term returns to shareholders. In
determining the level of vesting, the Remuneration Committee will consider that the outcome of the measurement reflects the underlying performance
or financial health of the Group.

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Return on Equity (40% of Total Award) |  | Absolute TSR (30% of Total Award)
Three-Year Average ROE(a) | % of that Part of the Award that Vests |  | Three-Year TSR | % of that Part of the Award that Vests
Below 15% per annum | 0% |  | Below 10% per annum | 0%
15% per annum | 15% |  | 10% per annum | 15%
25% per annum or above | 100% |  | 20% per annum or above | 100%
15% to 25% per annum | Pro rata straight-line between 15% and 100% |  | 10% to 20% per annum | Pro rata straight-line between 15% and 100%
Relative TSR (10% of Total Award) |  | Emissions (20% of Total Award)
Three-Year TSR v FTSE 250 | % of that Part of the Award that Vests |  | Emissions over Three Years | % of that Part of the Award that Vests
Below median | 0% |  | Below 8% Methane Intensity Reduction | 0%
Median | 15% |  | 8% Methane Intensity Reduction | 15%
Upper quartile or above | 100% |  | 15% Methane Intensity Reduction | 100%
Median to upper quartile | Pro rata straight-line between 15% and 100% |  | 8% to 15% Methane Intensity Reduction | Pro rata straight-line between 15% and 100%

(a) Calculated as adjusted EBITDA - recurring capital expenditures - interest expense) / invested equity.
Outstanding Executive Director Share Plan Awards (Audited)
Details of all outstanding share awards as of December 31, 2024 made to Executive Director are set out below:

Rusty Hutson, Jr. |  |  |  |  |  |  |  |
Award Type | Exercise Price (£) | Grant Date | Interest at January 1, 2024 | Awards Granted in the Year | Accrued Dividend Equivalents | Awards Exercised in the Year | Awards Lapsed in the Year | Interest at December 31, 2024 (a) | Exercise/Vesting Period
PSU |  | March 24, 2024 | — | 227,151 | 37,880 | — | — | 265,031 | March 2027 | (b)
PSU |  | March 21, 2023 | 124,051 | — | 10,697 | — | — | 134,748 | March 2026 | (c)
PSU |  | March 15, 2022 | 99,269 | — | 8,561 | — | 35,591 | 72,239 | March 2025 | (d)
Options | £24.00 | May 9, 2019 | 6,600 | — | — | — | — | 6,600 | May 2022 - May 2029 | (e)
Options | £16.80 | April 14, 2018 | 64,333 | — | — | — | — | 64,333 | May 2021 - May 2028 | (f)

(a) A performance factor of 67% was applied to 70,101 of the awards granted to Mr. Hutson in March 2022, and 37,729 dividend equivalent units accrued over the
performance period to date, resulting in remaining interest of 72,239 total units vesting in March 2025.
(b) Refer to Share Awards Granted in 2024 above for details of performance conditions.
(c) Refer to the Group's 2023 Annual Report for details of performance conditions.
(d) Refer to the Group's 2022 Annual Report for details of performance conditions.
(e) Options granted on May 9, 2019 with an exercise price of £24.00 per share. Consists entirely of vested but unexercised options.
(f) Options granted on April 14, 2018 with an exercise price of £16.80 per share with a three-year ratable vesting period. Consists entirely of vested but unexercised options.
During the year ended December 31, 2024, the highest closing price of the Group’s shares was $16.97 (£13.44 ) and the lowest closing price was $10.90
( £8.20 ) . At December 31, 2024 the closing share price was $16.80 ( £13.44).

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Statement of Directors’ Shareholding & Share Interests (Audited)
The table below details, for each Director, the total number of Directors’ interests in shares at December 31, 2024 , which has not changed as of the
date of this report:

| Shareholding | Shareholding Required (% of Salary) | Compliance With Share Ownership Guidelines | Share Interests
Rusty Hutson, Jr. | 1,234,134 | 300% | ü | 542,951 | (a)
David E. Johnson | 23,750 | – | (b) | — |
Martin K. Thomas | 113,850 | – | (b) | — |
David J. Turner, Jr. | 33,087 | – | (b) | — |
Sandra M. Stash | 4,092 | – | (b) | — |
Kathryn Z. Klaber | 2,912 | – | (b) | — |
Sylvia Kerrigan | 3,181 | – | (b) | — |

(a) A performance factor of 67% was applied to 70,101 of the awards granted to Mr. Hutson in March 2022 and 37,729 dividend equivalent units accrued over the
performance period to date, resulting in remaining interest of 72,239 total units vesting in March 2025 . As of December 31, 2024, 70,933 vested options remained
unexercised. All other awards were unvested as of December 31, 2024.
(b) The Non-Executive Directors purchase shares twice annually pursuant to the Non-Executive Director Share Purchase Program implemented in 2022. Shares purchased
under the Non-Executive Director Share Purchase Program must be held until retirement from the Board. While this is not part of the Share Ownership Guidelines, each
Non-Executive Director is in compliance with the parameters of the Non-Executive Director Share Purchase Program.
Payments to Past Directors (Audited)
Robert Post retired as a Board member in April 2020. Mr. Post continued to provide advice to the Board post-retirement as a consultant, receiving fees
in 2024 of $97,500 .
Payments for Loss of Office (Audited)
No payments for loss of office were made during the year.
Executive Director Serving as Non-Executive Directors of Other Companies
During the year, the Executive Director did not receive any Board-related remuneration for his service as a Non-Executive Director of any other
company.
Performance Graph & CEO Remuneration Table
The Regulations require a line graph showing the TSR on a holding of shares in the Group since admission to the Premium Segment of the Main Market
of the LSE to the most recent financial year end following such admission, as well as the TSR for a hypothetical holding of shares in a broad equity
market index for the same period. The Group was admitted to the Main Market on May 18, 2020 and the graph below covers that period, comparing the
Group’s TSR to that of the FTSE 250 (excluding Investment Trusts), an index of which the Group is a constituent. The Remuneration Committee is
satisfied that the CEO’s remuneration is supported by the TSR performance data presented below.
Total Shareholder Return
Rebased at 100 on May 18, 2020
Source: Eikon by Refinitiv

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The table below details certain elements of the CEO’s remuneration over the same period as presented in the TSR Index graph:

(In thousands) |  |  |  |
Year | CEO | Single Figure of Total Remuneration (a) | Annual Bonus Pay-Out Against Maximum % | Long-Term Incentive Vesting Rates Against Maximum Opportunity %
2024 | Rusty Hutson, Jr. | $3,007 | 85% | 67%
2023 | Rusty Hutson, Jr. | $1,921 | 63% | 40%
2022 | Rusty Hutson, Jr. | $4,431 | 85% | 71%
2021 | Rusty Hutson, Jr. | $2,795 | 85% | 45%
2020 | Rusty Hutson, Jr. | $2,965 | 94% | 100%

(a) For 2024, the single figure of total remuneration includes an estimated value for the LTIP component . For the years 2023, 2022, 2021, and 2020, the single figure of
total remuneration has been restated to reflect the actual value for the LTIP component. Refer to the Directors’ remuneration table in Part B: Annual Report on
Remuneration within this Annual Report for additional information.
Annual Change in Remuneration of Each Director Compared to Employees
The table below presents the year-on-year ( 2020 - 2024 ) percentage change in remuneration for each Director and all employees of the Group and its
subsidiaries.

| % Change from 2023 to 2024 |  | % Change from 2022 to 2023 |  | % Change from 2021 to 2022 |  | % Change from 2020 to 2021 |  | % Change from 2019 to 2020
Name | Salary/ Fee | Annual Bonus | Taxable Benefits |  | Salary/ Fee | Annual Bonus | Taxable Benefits |  | Salary/ Fee | Annual Bonus | Taxable Benefits |  | Salary/ Fee | Annual Bonus | Taxable Benefits |  | Salary/ Fee | Annual Bonus | Taxable Benefits
Rusty Hutson, Jr. | 4% | 41% | 42% |  | 4% | (23%) | —% |  | 4% | 21% | 20% |  | 3% | (7%) | 400% |  | 59% | 55% | —%
David E. Johnson | 3% | —% | —% |  | 8% | —% | —% |  | 19% | —% | —% |  | 3% | —% | —% |  | 66% | —% | —%
Martin K. Thomas | 3% | —% | —% |  | 7% | —% | —% |  | 14% | —% | —% |  | 2% | —% | —% |  | 27% | —% | —%
David J. Turner, Jr. | 3% | —% | —% |  | 8% | —% | —% |  | 16% | —% | —% |  | 3% | —% | —% |  | 132% | —% | —%
Sandra M. Stash | 3% | —% | —% |  | 8% | —% | —% |  | 14% | —% | —% |  | 2% | —% | —% |  | 520% | —% | —%
Kathryn Z. Klaber(a) | 15% | —% | —% |  | 100% | —% | —% |  | —% | —% | —% |  | 2% | —% | —% |  | —% | —% | —%
Sylvia Kerrigan(b) | 8% | —% | —% |  | 33% | —% | —% |  | 445% | —% | —% |  | 100% | —% | —% |  | —% | —% | —%
All employees, excluding Directors | 4% | 4% | —% |  | 4% | 4% | —% |  | 5% | 5% | —% |  | 11% | (2%) | —% |  | 4% | 4% | —%

(a) David J. Turner, Jr. was appointed to the Board on May 27, 2019 .
(b) Sandra M. Stash was appointed to the Board on October 21, 2019.
(c) Kathryn Z. Klaber was appointed to the Board on January 1, 2023.
(d) Sylvia Kerrigan was appointed to the Board on October 11, 2021.
CEO to Employee Pay Ratio
Although the Group does not have 250 full time equivalent UK employees, the Group provides a CEO to employee pay ratio on a voluntary basis below.
The Remuneration Committee is satisfied that the CEO to employee pay ratio is consistent with the Group’s overall aim to ensure its employees are
rewarded fairly and competitively for their contributions.

Year | Method | 25th Percentile Pay Ratio | Mean Pay Ratio | 75th Percentile Pay Ratio
2024 | Option A | 27:1 | 19:1 | 18:1
2023 | Option A | 25:1 | 17:1 | 16:1
2022 | Option A | 28:1 | 19:1 | 17:1
2021 | Option A | 44:1 | 30:1 | 28:1
2020 | Option A | 55:1 | 30:1 | 14:1

Notes to the CEO to employee pay ratio:
(1) We have used Option A with figures as of December 31, 2024 , following guidance that this is the preferred approach of some proxy advisors and
institutional shareholders. Option A captures all relevant pay and benefits for all employees.
(2) The ratios shown are representative of the 25th percentile, mean and 75th percentile pay for all employees within the Group during the 2024
calendar year.
(3) The CEO pay ratio is based on the taxable income for all employees employed for the duration of calendar year 2024 as reported on U.S. IRS Form
W-2, Wage and Tax Statement.

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Relative Importance of Spend on Pay
The table below details the change in total employee pay between 2023 and 2024 , compared with distributions to shareholders by way of dividend or
share buybacks.

(In thousands) | 2024 | 2023 | % Change
Total gross employee pay | $133,024 | $124,834 | 7%
Dividends/share buybacks | 104,994 | 179,089 | (41%)

The number of employees as of December 31, 2024 was 1,589 , as compared to 1,603 employees as of December 31, 2023.
Statement of Voting at General Meeting
The following table shows the results of the binding Remuneration Policy vote at the April 26, 2022 AGM and the advisory Directors’ Remuneration
Report vote at the May 10, 2024 AGM.

| (Binding Vote) |  | (Advisory Vote)
| Approval of the Directors’ Remuneration Policy |  | Director Remuneration Report
| Total number of votes | % of votes cast |  | Total number of votes | % of votes cast
For | 27,783,031 | 83% |  | 25,389,754 | 92%
Against | 5,793,079 | 17% |  | 2,133,133 | 8%
Votes withheld | 1,164,541 |  |  | 143,368 |

Shareholder Engagement
At the 2024 AGM, while shareholders approved most of the resolutions with majorities in excess of 99%, Resolution 19 (Amendment to 2017 Equity
Incentive Plan to increase the number of shares available under the Plan), while receiving 74% of the vote "FOR", did not meet the 75% threshold to
pass. The UK Corporate Governance Code requires that companies provide an update to the market within six months of an AGM where more than 20%
of shareholders have voted against a resolution. This statement provides an update on the actions that the Group has taken.
Following the AGM, the Group consulted and engaged with a number of shareholders who voted against the resolutions to better understand their
concerns. The Directors are thankful to the shareholders for sharing their views. They understand that the negative vote was principally related to the
disconnect between traditional equity compensation plans in the United States, the Group’s primary operating market. In particular, UK shareholders
were concerned that the proposed changes could have resulted in new issuances under the plan that would be in excess of the normal 10% in 10 years
dilution limit. The dialogue with the shareholders has highlighted that there remains strong support for the Group’s equity incentive arrangements and at
the upcoming AGM shareholders will be asked to approve changes to the dilution limits, in order to simplify them and to bring them into line with UK
norms, including a 10% in 10 years limit on the use of new issue or treasury shares.
The Board has discussed the feedback received in detail and continues to actively dialogue with shareholders on the equity incentive and compensation
arrangements.
Implementation of Remuneration Policy for 2025
Base Salary
The Executive Director’s base salary for 2025 will be as follows:
• Rusty Hutson, Jr: $807,128
For 2025, the Remuneration Committee approved an increase to the CEO’s salary by 3.5%. This compares to increases across the Group ranging from
0% to 7% based on performance, with an average of 3.5%. It is anticipated that increases for the remainder of the life of the policy will be in-line with
the range of the workforce.
Pension: The Executive Director does not receive a pension provision.
Benefits: The Executive Director receives life insurance and automobile benefits, and matching contributions under the Group’s 401(k) plan. There is
no current intention to introduce additional benefits in 2025.
Annual Bonus: Subject to approval of the Policy, the overall 2025 bonus plan maximum will be 200% of base salary for Rusty Hutson, Jr. and will be
based on a range of targets relating to adjusted EBITDA per share ( 50%), cash cost per Mcfe (25%), and sustainability measures (25% ).
Due to issues of commercial sensitivity, we do not believe it is in shareholders’ interests to disclose any further details of these targets on a prospective
basis. However, the Remuneration Committee is committed to adhering to principles of transparency in terms of retrospective annual bonus target
disclosure and will, therefore, provide appropriate and relevant levels of disclosure for the bonus targets applied to the 2025 bonus (and performance
against these targets) in next year’s Director’s Remuneration Report.
Bonuses are payable in cash. For Executive Directors who have not yet achieved the required shareholding, 50% will be deferred as either shares or
cash for two years provided continued service. Current Executive Directors who have met their shareholding guidelines will not be required to defer any
of the annual bonus.
Long-Term Incentives: Subject to approval of the Policy, Performance Share Awards will be made in 2025 to Rusty Hutson, Jr. with shares worth
325% of salary and Restricted Share Awards with shares worth 100% of salary. The share price used to calculate the number of shares subject to the
award will be based on the average share price over the five-day period commencing on the date that the Group issues its final 2024 results. These
awards will vest three years after grant, and will also be subject to a further two-year holding period after the initial three-year period to vesting.

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The performance conditions for the Performance Share Award will be a mix of Return on Equity (40%), Absolute TSR (20%), Relative TSR (20%) and
Emissions (20%) tar gets measured over three years as described below. These are measures which encourage the generation of sustainable long-term
returns to shareholders. When determining the level of vesting the Remuneration Committee will also consider that the outcome of the measurement
reflects the underlying performance or financial health of the Group.

Return on Equity (40% of Total Award) |  | Absolute TSR (20% of Total Award)
Three-Year Average ROE | % of that Part of the Award that Vests |  | Three-Year Absolute TSR | % of that Part of the Award that Vests
Below 15% per annum | —% |  | Below 10% per annum | —%
15% per annum | 15% |  | 10% per annum | 15%
25% per annum or above | 100% |  | 20% per annum or above | 100%
15% to 25% per annum | Pro rata straight-line between 15% and 100% |  | 10% to 20% per annum | Pro rata straight-line between 15% and 100%
Relative TSR (20% of Total Award) |  | Emissions (20% of Total Award)
Three-Year TSR v Bespoke Peer Group (a) | % of that Part of the Award that Vests |  | Emissions during 2026 - 2027 over Baseline(b) | % of that Part of the Award that Vests
Below median | —% |  | Below 5% emissions reduction | —%
Median | 15% |  | 5% emissions reduction | 15%
Upper quartile or above | 100% |  | 10% emissions reduction | 100%
Median to upper quartile | Pro rata straight-line between 15% and 100% |  | 5% to 10% emissions reduction | Pro rata straight-line between 15% and 100%

(a) Comprised of Amplify Energy Corp, Berry Corporation, CNX Resources Corp, Granite Ridge Resources, Highpeak Energy, Mach Natural Resources, Northern Oil and Gas,
Riley Exploration Permian, Ring Energy, TXO Partners, Vital Energy, and W&T Offshore.
(b) Baseline emissions number against which the reductions will be measured will be calculated over the course of 2025 and subject to final Remuneration Committee
approval.
Non-Executive Directors’ Fees
David E. Johnson will receive an annual fee of £174,000 (or $222,720) as Chairman. Each Non-Executive Director receives a base annual fee of
£105,000 (or $134,400 ), with additional fees as noted below (table in thousands, except rates).

| GBP | Exchange Rate | USD
David J. Turner, Jr.(a) | £135 | 1.28 | $173
Sandra M. Stash(b) | 125 | 1.28 | 160
Sylvia Kerrigan(c) | 135 | 1.28 | 173
David E. Johnson | 174 | 1.28 | 223
Martin K. Thomas(d) | 125 | 1.28 | 160
Kathryn Z. Klaber(e) | 125 | 1.28 | 160
Total | £819 |  | $1,049

(a) Includes Audit & Risk Committee Chair fee of £30,000 (or $38,400 ).
(b) Includes Sustainability & Safety Committee Chair fee of £20,000 (or $25,600).
(c) Includes Senior Independent Director fee of £10,000 (or $12,800) and Remuneration Committee Chair fee of £20,000 (or $25,600).
(d) Includes Vice Chair fee of £20,000 (or $25,600).
(e) Includes Nomination & Governance Committee Chair fee of £20,000 (or $25,600).

David J. Turner, Jr. |  | David E. Johnson |  | Sandra M. Stash
Chair of the Remuneration Committee |  | Chair of the Board and Member of the Remuneration Committee |  | Member of the Remuneration Committee
March 17, 2025 |  | March 17, 2025 |  | March 17, 2025

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The Sustainability & Safety Committee’s Report
Committee Composition
• Sandra M. Stash, Chair
• David E. Johnson
• Kathryn Z. Klaber
Key Objective
The Sustainability & Safety Committee acts on behalf of the Board and the shareholders to oversee the practices and performance of the Group with
respect to health and safety, business ethics, conduct and responsibility, social affairs, the environment and broader sustainability issues. As part of the
Group’s overall sustainability actions, the Sustainability & Safety Committee oversees the Group’s climate scenario analysis planning and performance
against goals and ensures adherence to the recommended TCFD disclosures for use by investors, lenders, insurers and other stakeholders.
Overview
The Sustainability & Safety Committee assesses the Group’s overall sustainability performance and provides input into the Annual Report, the
Sustainability Report and other disclosures on sustainability. It also advises the Remuneration Committee on metrics relating to sustainable
development, GHG and other emissions, regulatory compliance, community engagement and other social goals, as well as health and safety that apply
to executive remuneration.
The Sustainability & Safety Committee reviews the Group’s Sustainability and Safety plans and reviews execution of the plan and audit outcomes. In
addition, the Sustainability & Safety Committee reviews and considers external stakeholder perspectives in relation to the Group’s business, and reviews
how the Group addresses issues of stakeholder concern that could affect its reputation and license to operate.
The overall accountability for sustainability and safety is with the President and Chief Financial Officer and the Senior Leadership Team, including the
Executive Vice President of Operations, Chief Human Resources Officer, the Senior Vice President of EHS and the Senior Vice President of Sustainability,
who are assisted by the EHS team.
Key Matters Discussed by the Committee
During the past year the Sustainability & Safety Committee:
• Established and reviewed the Group’s sustainability and safety strategies and assessed the Group’s performance;
• Continued the review program to align executive management remuneration with key safety and sustainability performance indicators and metrics,
including factoring GHG reductions into long-term incentives, that has been communicated to the Remuneration Committee;
• Engaged with the leadership of the Group to understand the diversity profile of the Group’s workforce;
• Engaged with a consortium of advisers, comprising leading global environmental consultancies and other strategic advisers, and continued to
implement the recommendations set forth by the TCFD with the exception of reporting on Scope 3; and
• Reviewed the Group’s sustainability related communications, including the composition and approval of the Group’s 2023 Sustainability Report
and preparation for issuance of the 2024 Sustainability Report.
Committee Activities by Focus Area
During 2024, the Sustainability & Safety Committee met regularly to review and discuss a range of prioritized topics. These topics included (i) the
safe and responsible operation of the Group’s upstream and midstream assets; (ii) environmental protection and conservation activities; (iii) the Group’s
approach to managing climate risk, (iv) the Group’s emissions reduction capital programs; and (v) the Group’s plugging business. The Sustainability &
Safety Committee also focused on the following:
Process Safety
The Executive Vice President of Operations presented an overview of the Group’s process safety approach and identification of high-risk facility
performance, as well as comparable performance benchmarking against industry peers.
Corporate Scorecard Metrics Oversight
• The Sustainability & Safety Committee reviewed the quantitative and qualitative drivers impacting the Group’s personnel safety, emissions
management, environmental performance, and asset retirement metrics that support performance analysis.
• The Sustainability & Safety Committee reviewed and discussed the Group’s incident rate for the year. The Group created and empowered a new
Safety Strategy Committee to address safety culture survey findings, including identifying and advancing specific areas for improvement and
accountability. The Group also established monthly Foreman-Led safety meetings and regular Safety Task Force meetings, which have lead to
meaning improvements and interactions.
Sustainability Rating Agency Scorecard
The Sustainability & Safety Committee reviewed the Group’s various third-party sustainability rating scores, including analysis of the process and review
of scorecards to determine targeted areas of improvement.
Climate Review
The Sustainability & Safety Committee engaged the support of industry and internationally recognized consultants and advisers to help the Group
update its climate scenario analysis and advance its work on governance, strategy, risk management and metrics as set forth under the TCFD. The
Sustainability & Safety Committee oversaw the Group’s engagement with the GHG emissions inventory and associated scenario analyses and remains
actively engaged in setting targets in accordance with the recommendations. The Sustainability & Safety Committee has considered the relevance of
material climate-related matters when preparing this Annual Report.
Climate topics reviewed at the Sustainability Committee meetings and/or effectuated during 2024 included:
• Progress on 2024 emission reduction goals
• Long-term strategy for asset retirement of Company-owned wells and third-party owned or abandoned wells

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• U.S. and UK climate regulations and reporting requirements and potential impact thereof
• Capital budgets and expenditures for emission reduction and other climate initiatives
• Environmental-related KPIs for executive remuneration
• Environmental co nsiderations in M&A screening and due diligence processes
• OGMP 2.0 Gold Standard certification progress and actions
• Emergency response readiness, including stakeholder communications and business continuity
Further information can be found in the Climate Report within this Annual Report.
Acquisition Due Diligence
Adding emphasis to its oversight of the Group’s investment activities, the Sustainability & Safety Committee stayed apprised of the progress and
assessment of the Group’s emissions screening efforts to aid in its assessment that proposed acquisitions and other capital investments have on its
consolidated GHG emissions profile and associated publicly stated targets.
Emission Reduction Initiative
The Sustainability & Safety Committee engaged in strategic discussions with senior management regarding its capital program for emissions reductions,
including regular updates on the deployment and success of handheld detection equipment and aerial LiDAR surveys, as well as the replacement of
pneumatic valves.
Oil & Gas Methane Partnership Recognition
The Sustainability & Safety Committee supported the Group’s efforts in achieving the OGMP 2.0 Gold Standard Pathway designation in recognition of the
Group’s demonstrated commitment to set aggressive and achievable multi-year plans designed to accurately measure and transparently report its efforts
to reduce methane emissions.
Committee Effectiveness
The Sustainability & Safety Committee performed a critical analysis internal review and evaluation on itself, as part of its annual self-review process. No
significant areas of concern were raised.
Membership
The formation of a Sustainability & Safety Committee is not a recommendation under the current UK Corporate Governance Code. The Group and the
Board, however, consider such a committee to be an imperative given the operational footprint of the business and the evolving operational, regulatory,
social and investment markets within which the Group operates.
The Sustainability & Safety Committee is currently comprised of the Non-Executive Chairman and two Independent Non-Executive Directors: Sandra M.
Stash, the Sustainability & Safety Committee Chair, David E. Johnson and Kathryn Z. Klaber. Benjamin Sullivan, Senior Executive Vice President, Chief
Legal & Risk Officer and Corporate Secretary acts as Secretary to the committee.
The Sustainability & Safety Committee has extensive and relevant experience in EHS and social matters through their other business activities. For one
example, Ms. Stash formerly served as Executive Vice President — Safety, Operations, Engineering, and External Affairs for Tullow Oil until her
retirement.
Meetings and Attendance
The Sustainability & Safety Committee met six times during 2024 and twice thus far in 2025. The Sustainability & Safety Committee also regularly meets
in private executive session at the end of its committee meetings, without management present, to ensure that points of common concern are identified
and that priorities for future attention by the committee are agreed upon. The Chair of the Sustainability & Safety Committee keeps in close contact with
the Chief Legal & Risk Officer, the Senior Vice President of Sustainability, the Senior Vice President of EHS and the EHS team and external consultants
between meetings of the committee. For Sustainability & Safety Committee meeting attendance for each Director refer to the Directors’ Report within
this Annual Report.
The list below details the members of the Senior Leadership Team who were invited to attend meetings as appropriate during the calendar year.
• Bradley G. Gray (President and Chief Financial Officer)
• Benjamin Sullivan (Senior Executive Vice President, Chief Legal & Risk Officer, and Corporate Secretary)
• Maverick Bentley (Executive Vice President of Operations)
• Paul Espenan (Senior Vice President of Environmental, Health and Safety)
• Teresa Odom (Senior Vice President of Sustainability)
• Mark Kirkendall (Executive Vice President, Chief Human Resources Officer)
Responsibilities and Terms of Reference
The Sustainability & Safety Committee’s main duties are:
• Overseeing the development and implementation by management of policies, compliance systems, and monitoring processes to ensure compliance
by the Group with applicable legislation, rules and regulations;
• Establishing with management long-term emissions, climate and social sustainability and, EHS goals and evaluating the Group’s progress against
those goals;
• Advising management on implementing, maintaining and improving environmental and social sustainability and EHS strategies, implementation of
which creates value consistent with long-term preservation and enhancement of shareholder value;
• Considering and advising management of emerging environmental and social sustainability issues that may affect the business, performance or
reputation of the Group and makes recommendations, as appropriate, on how management can address such issues;
• Monitoring the Group’s risk management processes related to environmental and social sustainability and EHS with particular attention to managing
and reducing environmental risks and impacts; and

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• Reviewing handling of incident reports, results of investigations into material events, findings from environmental and social sustainability and EHS
audits and the action plans proposed pursuant to those findings.
The Sustainability & Safety Committee has formal terms of reference which can be viewed on the Group’s website.
Sandra M. Stash
Chair of the Sustainability & Safety Committee
March 17, 2025

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Group Financial Statements

| Page
Independent Auditors’ Report to the Members of Diversified Energy Company PLC | 82
Group Financial Statements | 91
Consolidated Statement of Comprehensive Income | 91
Consolidated Statement of Financial Position | 92
Consolidated Statement of Changes in Equity | 93
Consolidated Statement of Cash Flows | 94
Notes to the Group Financial Statements | 95
Note 1 - General Information | 95
Note 2 - Basis of Preparation | 95
Note 3 - Material Accounting Policies | 97
Note 4 - Significant Accounting Judgments & Estimates | 101
Note 5 - Acquisitions & Divestitures | 102
Note 6 - Revenue | 105
Note 7 - Expenses by Nature | 106
Note 8 - Taxation | 108
Note 9 - Earnings (Loss) Per Share | 111
Note 10 - Natural Gas & Oil Properties | 112
Note 11 - Property, Plant & Equipment | 112
Note 12 - Intangible Assets | 114
Note 13 - Derivative Financial Instruments | 114
Note 14 - Trade & Other Receivables | 119
Note 15 - Other Assets | 119
Note 16 - Share Capital | 119
Note 17 - Non-Cash Share-Based Compensation | 121
Note 18 - Dividends | 123
Note 19 - Asset Retirement Obligations | 123
Note 20 - Leases | 125
Note 21 - Borrowings | 126
Note 22 - Trade & Other Payables | 132
Note 23 - Other Liabilities | 132
Note 24 - Fair Value & Financial Instruments | 133
Note 25 - Financial Risk Management | 134
Note 26 - Commitments & Contingencies | 136
Note 27 - Related Party Transactions | 136
Note 28 - Subsequent Events | 136

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Independent auditors’ report to the members of
Diversified Energy Company PLC
Report on the audit of the financial statements
Opinion
In our opinion:
• Diversified Energy Company PLC’s group financial statements and company financial statements (the “financial statements”)
give a true and fair view of the state of the group’s and of the company’s affairs as at 31 December 2024 and of the group’s loss
and the group’s cash flows for the year then ended;
• the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards
as applied in accordance with the provisions of the Companies Act 2006;
• the company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in
the UK and Republic of Ireland”, and applicable law); and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the 2024 Annual Report (the “Annual Report”), which comprise: the
Consolidated and Company Statements of Financial Position as at 31 December 2024; the Consolidated Statement of Comprehensive
Income, the Consolidated and Company Statements of Changes in Equity and the Consolidated Statement of Cash Flows for the year
then ended; and the notes to the financial statements, comprising material accounting policy information and other explanatory
information.
Our opinion is consistent with our reporting to the Audit and Risk Committee.
Separate opinion in relation to IFRSs as issued by the IASB
As explained in note 2 to the group financial statements, the group, in addition to applying UK-adopted international accounting
standards, has also applied international financial reporting standards (IFRSs) as issued by the International Accounting Standards
Board (IASB).
In our opinion, the group financial statements have been properly prepared in accordance with IFRSs as issued by the IASB.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section
of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not
provided.
Other than those disclosed in note 7 to the group financial statements, we have provided no non-audit services to the company or
its controlled undertakings in the period under audit.

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Our audit approach
Overview
Audit scope
• The group’s assets and operations are based in the Appalachian and Central regions of the USA. Consistent with prior year, we
conducted a full scope audit over the consolidated group, treating this as one component including the parent company, in line
with how the group is managed and the organisation of the group’s financial reporting system. Financial reporting is undertaken
for the consolidated group at the head office in Birmingham, Alabama.
Key audit matters
• Accounting for acquisitions of gas and oil properties (group)
• Carrying value of investments in subsidiaries (company)
Materiality
• Overall group materiality: $11.0m (2023: $13.4m) based on approximately 2.5% of adjusted EBITDA.
• Overall company materiality: £10.7m (2023: £9.5m) based on 1% of total assets.
• Performance materiality: $8.25m (2023: $10.1m) (group) and £8.0m (2023: £7.1m) (company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not
due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results
of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.

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Key audit matter | How our audit addressed the key audit matter
Accounting for acquisitions of gas and oil properties (group) |
Refer to note 3, note 4 and note 5 of the group financial statements. Accounting for significant acquisitions is complex and involves judgement to determine whether the acquisition is a business combination or not, and in the assessment of the fair value of assets acquired and liabilities assumed and as such this was an area of focus for us. During 2024, the group completed three significant acquisitions: • In the Oaktree acquisition, the company acquired the remaining proportionate interests of wells acquired alongside Oaktree Capital Management, L.P. in the East Texas, Tapstone, Tanos, and Indigo acquisitions. Total consideration was $221.7m inclusive of cash consideration and the acquired debt. • In the Crescent Pass acquisition, the company acquired certain upstream assets and related infrastructure in the Central region. Total consideration was $97.7m consisting of a combination of shares and cash. • In the East Texas II acquisition, the company acquired certain producing assets in the Central region. Total consideration was $67.8m consisting of a combination of shares and cash. IFRS 3 (amended), ‘Business Combinations’ permits an optional concentration test that, if met, allows an entity to account for the acquisition as an asset acquisition rather than as a business combination. In relation to the Crescent Pass acquisition, the initial value of the gross assets acquired is largely attributable to the proved developed wells which are considered similar in nature and therefore can be treated as a group of similar identifiable assets in the concentration test. Based on the terms of the concentration test, this has been determined as an asset acquisition. In relation to the East Texas II and Oaktree acquisitions, management assessed the qualitative factors in IFRS 3. As the assets acquired will be operated by the group’s existing operational and marketing team, management determined that no substantive process has been acquired, and as such the transactions have been determined to be asset acquisitions. As the three acquisitions have been accounted for as asset acquisitions, the consideration is attributed to the acquired assets and liabilities, respectively. Acquisition costs have also been capitalised as part of the cost of the respective assets. | Our audit procedures in respect of the acquisitions comprised the following: • Reading the sale and purchase agreements to gain an understanding of the assets acquired, liabilities assumed and the overall nature of the transactions; • Considering whether the accounting for each acquisition is in accordance with IFRS 3, specifically that the Crescent Pass acquisition met the optional concentration test permitting the acquisition to be accounted for as an asset acquisition; and in the case of Oaktree and East Texas II, that a substantive process had not been acquired and therefore the acquisitions did not meet the definition of a business combination; • Agreeing cash consideration to bank statements and confirming the issuance of the consideration shares; and • Assessing the reasonableness of the allocation of the purchase consideration to the gas and oil properties and other assets acquired based on their relative fair value, and substantively testing the assets and liabilities acquired. Based on our procedures, we consider the accounting for the acquisitions and the related valuation of the gas and oil properties and other assets acquired, and liabilities assumed, to be reasonable. We also reviewed the related disclosures in the notes to the financial statements for compliance with accounting standards and consistency with the results of our work, with no matters arising.

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Carrying value of investments in subsidiaries (company) |
Refer to note 2, note 3 and note 4 of the company financial statements. The determination of whether indicators of impairment exist can involve significant judgement. Where an indicator of impairment is identified, an impairment assessment must be performed. Impairment assessments require significant judgement and estimation, therefore this was a key area of focus for our audit due to the size of the investments balance. The company has investments in subsidiaries of £1,077.2m. The directors determined the recoverable amount of the investments and compared this to the carrying value and concluded that no impairment was required. | We obtained management’s impairment assessment of the investments in subsidiaries and: • Verified that the key inputs to the assessment were appropriate in the context of the underlying subsidiaries and the evidence obtained; and • Compared the carrying value of the investments to the recoverable amounts of the underlying assets. Based on our procedures, we concur that the carrying value of the investments in subsidiaries is supportable. We also consider the associated disclosures to be appropriate.

How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the group and the company, the accounting processes and controls, and
the industry in which they operate.
The group’s assets and operations are based in the Appalachian and Central regions of the USA. Financial reporting is undertaken at
the head office in Birmingham, Alabama. For our audit of the group financial statements, we identified one component being the
consolidated group.
In establishing the overall approach to the group audit, we determined the type of work that needed to be performed by us, as the
group audit team, or by our PwC component audit team in the USA operating under our instruction. In determining our audit scope,
we considered our overall assessment of risk and materiality, and the overall coverage obtained over each material line item in the
group financial statements.
We determined that the consolidated group component required an audit of its complete financial information. Audit work on the
consolidated group was carried out by our US component audit team. As we identified only one component, the components where
we performed our audit work accounted for 100% of the group's consolidated financial statements.
Where the work was performed by the component audit team, we determined the level of involvement we needed to ensure
sufficient appropriate audit evidence had been obtained as a basis for our opinion on the group financial statements as a whole. We
spent time with our component team in Birmingham, Alabama during the planning, interim and execution phases of the audit. In
addition to these site visits we conducted our oversight of our component audit team through regular dialogue via conference calls,
video conferencing and other forms of communication as considered necessary. We performed remote and in-person working paper
reviews to satisfy ourselves as to the appropriateness of audit work performed by our component audit team. We also attended key
meetings virtually and in person with local management and our component audit team. This work, together with the additional
procedures performed by us as the group team, including review of the Annual Report and financial statements and testing of
disclosures, gave us the evidence we needed for our opinion on the group financial statements as a whole.
The audit of the company's financial statements was conducted from the UK by the group audit team.
The impact of climate risk on our audit
As part of our audit, we made enquiries of management to understand their process to assess the extent of the potential impact of
climate change risks on the group and its financial statements. We used our knowledge of the group to consider the completeness of
the risk assessment performed by management, giving consideration to both physical and transition risks, and management’s own
public reporting and announcements.
Management has outlined in the Strategic Report their ESG and sustainability goals, continuing to highlight a focus on a reduction in
methane intensity in the short-term and an ambition to further improve their net zero scope 1 and scope 2 carbon position over the
longer term. These goals have been modelled in the current financial reporting, although management is continuing to develop its
pathway to deliver on these goals and will model any further impact as the pathway is finalised.

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Whilst the impact is uncertain, we particularly considered the impact of both physical and transition risks arising due to climate
change, as well as the climate targets announced by the group on the recoverable value of the group’s gas and oil properties. We
concur with management’s assessment that there are no indications that the useful lives of those properties had been impacted by
climate change.
We also read the disclosures made in relation to climate change in the other information within the Annual Report, and considered
their consistency with the financial statements and our knowledge from our audit.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These,
together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our
audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both
individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

| Financial statements - group | Financial statements - company
Overall materiality | $11.0m (2023: $13.4m). | £10.7m (2023: £9.5m).
How we determined it | Approximately 2.5% of adjusted EBITDA | 1% of total assets
Rationale for benchmark applied | We have concluded that adjusted EBITDA is the most appropriate benchmark as it is a primary measure used by shareholders in assessing the performance of the group. The adjusted EBITDA measure removes the impact of significant items which do not recur from year to year or which otherwise significantly affect the underlying trend of performance from continuing operations. This is the metric against which the performance of the group is most commonly assessed by the directors and reported to shareholders. | We have assessed that the most appropriate benchmark for the company, which is primarily a holding company, is total assets.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our
audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in
determining sample sizes. Our performance materiality was 75% (2023: 75%) of overall materiality, amounting to $8.25m (2023:
$10.1m) for the group financial statements and £8.0m (2023: £7.1m) for the company financial statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and
aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was
appropriate.
We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit above
$0.55m (group audit) (2023: $0.67m) and £0.54m (company audit) (2023: £0.47m) as well as misstatements below those amounts
that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group's and the company’s ability to continue to adopt the going concern basis of
accounting included:
• Obtaining and examining management’s base case forecast and downside scenarios for the group (which includes the company
as the company's ability to continue as a going concern is linked to the going concern of the group) and checking that the
forecasts have been subject to board review and approval;
• Considering the historical reliability of management forecasting by comparing budgeted results with actual performance;

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• Understanding and assessing the reasonableness of the key assumptions used in the cash flow forecasts, including assessing
whether we considered the downside sensitivities to be appropriately severe, the availability of committed finance and
covenant compliance during the forecast period;
• Corroborating key assumptions in the cash flow forecasts to other evidence including historical performance, and ensuring these
are consistent with our audit work in these and other areas, and in doing so assessing whether management's conclusions were
supportable; and
• Reading and evaluating the adequacy of the disclosures made in the financial statements related to going concern.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the group's and the company’s ability to continue as a going concern for a
period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group's and the
company's ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to
add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of
this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’
report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the
other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this
report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are
required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material
misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic Report and Directors' Report, we also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and
matters as described below.
Strategic Report and Directors' Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors'
Report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit,
we did not identify any material misstatements in the Strategic Report and Directors' Report.
Directors' Remuneration
In our opinion, the part of the Remuneration Committee's Report to be audited has been properly prepared in accordance with the
Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that part of the
corporate governance statement relating to the company’s compliance with the provisions of the UK Corporate Governance Code

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specified for our review. Our additional responsibilities with respect to the corporate governance statement as other information are
described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial statements and our knowledge obtained during the audit, and we
have nothing material to add or draw attention to in relation to:
• The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
• The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks
and an explanation of how these are being managed or mitigated;
• The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern
basis of accounting in preparing them, and their identification of any material uncertainties to the group’s and company’s ability
to continue to do so over a period of at least twelve months from the date of approval of the financial statements;
• The directors’ explanation as to their assessment of the group's and company’s prospects, the period this assessment covers
and why the period is appropriate; and
• The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue in
operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the group and company was substantially less in scope
than an audit and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that
the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the
statement is consistent with the financial statements and our knowledge and understanding of the group and company and their
environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
corporate governance statement is materially consistent with the financial statements and our knowledge obtained during the audit:
• The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and
provides the information necessary for the members to assess the group’s and company's position, performance, business
model and strategy;
• The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems;
and
• The section of the Annual Report describing the work of the Audit and Risk Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s
compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing
Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors' Responsibilities in Respect of the Financial Statements, the directors are
responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that
they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable
the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s ability to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
the directors either intend to liquidate the group or the company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.

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Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and
regulations related to compliance with environmental legislation, and we considered the extent to which non-compliance might
have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the
financial statements such as the Companies Act 2006 and UK and US federal and state tax legislation. We evaluated management’s
incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and
determined that the principal risks were related to posting inappropriate journal entries to manipulate adjusted EBITDA and
management bias in key accounting estimates. The group engagement team shared this risk assessment with the component
auditors so that they could include appropriate audit procedures in response to such risks in their work. Audit procedures performed
by the group engagement team and/or component auditors included:
• Enquiries of directors, management, staff in the group’s tax function and the group's legal counsel, including consideration of
known or suspected instances or non-compliance with laws and regulations and fraud;
• Evaluation of controls designed to prevent and detect irregularities;
• Challenging assumptions and judgements made by management in respect of significant accounting judgements and estimates,
and assessing these judgements and estimates for management bias;
• Reviewing significant and/or unusual transactions during the year;
• Reviewing minutes of meetings of those charged with governance;
• Reviewing internal audit reports;
• Identifying and testing journal entries based on our risk assessment, in particular any journal entries posted with unusual
account combinations.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.
Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error,
as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations.
We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit
sampling to enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
•we have not obtained all the information and explanations we require for our audit; or
•adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from
branches not visited by us; or
•certain disclosures of directors’ remuneration specified by law are not made; or
•the company financial statements and the part of the Remuneration Committee's Report to be audited are not in agreement with
the accounting records and returns.
We have no exceptions to report arising from this responsibility.

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Appointment
Following the recommendation of the Audit and Risk Committee, we were appointed by the members on 15 April 2020 to audit the
financial statements for the year ended 31 December 2020 and subsequent financial periods. The period of total uninterrupted
engagement is 5 years, covering the years ended 31 December 2020 to 31 December 2024.
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these financial
statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R - 4.1.18R and filed on
the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance over whether the
structured digital format annual financial report has been prepared in accordance with those requirements.
Kevin McGhee (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
17 March 2025

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Consolidated Statement of Comprehensive Income
(Amounts in thousands, except share, per share and per unit data)

|  | Year Ended
| Notes | December 31, 2024 | December 31, 2023 | December 31, 2022
Revenue | 6 | $794,841 | $868,263 | $1,919,349
Operating expenses | 7 | (428,902) | (440,562) | (445,893)
Depreciation, depletion and amortization | 7 | (256,484) | (224,546) | (222,257)
Gross profit |  | $109,455 | $203,155 | $1,251,199
General and administrative expenses | 7 | (129,119) | (119,722) | (170,735)
Allowance for expected credit losses | 7 | (101) | (8,478) | —
Gain (loss) on natural gas and oil properties and equipment | 10, 11 | 25,678 | 24,146 | 2,379
Gain (loss) on sale of equity interest | 5 | (7,375) | 18,440 | —
Unrealized gain (loss) on investment | 5 | (4,013) | 4,610 | —
Gain (loss) on derivative financial instruments | 13 | (37,551) | 1,080,516 | (1,758,693)
Gain on bargain purchases | 5 | — | — | 4,447
Impairment of proved properties | 10 | — | (41,616) | —
Operating profit (loss) |  | $(43,026) | $1,161,051 | $(671,403)
Finance costs | 21 | (137,643) | (134,166) | (100,799)
Accretion of asset retirement obligation | 19 | (30,868) | (26,926) | (27,569)
Loss on early retirement of debt | 21 | (14,753) | — | —
Other income (expense) |  | 2,338 | 385 | 269
Income (loss) before taxation |  | $(223,952) | $1,000,344 | $(799,502)
Income tax benefit (expenses) | 8 | 136,951 | (240,643) | 178,904
Net income (loss) |  | $(87,001) | $759,701 | $(620,598)
Other comprehensive income (loss) |  | (1,822) | (270) | 940
Total comprehensive income (loss) |  | $(88,823) | $759,431 | $(619,658)
Net income (loss) attributable to: |  |  |  |
Owners of Diversified Energy Company PLC |  | $(88,272) | $758,018 | $(625,410)
Non-controlling interest |  | 1,271 | 1,683 | 4,812
Net income (loss) |  | $(87,001) | $759,701 | $(620,598)
Earnings (loss) per share attributable to Owners of Diversified Energy Company PLC
Weighted average shares outstanding - basic | 9 | 48,031,916 | 47,165,380 | 42,203,974
Weighted average shares outstanding - diluted | 9 | 48,031,916 | 47,514,521 | 42,203,974
Earnings (loss) per share - basic | 9 | $(1.84) | $16.07 | $(14.82)
Earnings (loss) per share - diluted | 9 | $(1.84) | $15.95 | $(14.82)

The notes on pages 95 to 136 are an integral part of the Group Financial Statements.

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Consolidated Statement of Financial Position
(Amounts in thousands, except share, per share and per unit data)

| Notes | December 31, 2024 | December 31, 2023
ASSETS |  |  |
Non-current assets: |  |  |
Natural gas and oil properties, net | 10 | $2,905,702 | $2,490,375
Property, plant and equipment, net | 11 | 449,540 | 456,208
Intangible assets | 12 | 15,180 | 19,351
Restricted cash | 3 | 34,843 | 25,057
Derivative financial instruments | 13 | 28,439 | 24,401
Deferred tax assets | 8 | 259,287 | 144,860
Other non-current assets | 15 | 6,270 | 9,172
Total non-current assets |  | 3,699,261 | 3,169,424
Current assets: |  |  |
Trade receivables, net | 14 | $234,421 | $190,207
Cash and cash equivalents | 3 | 5,990 | 3,753
Restricted cash | 3 | 11,426 | 11,195
Derivative financial instruments | 13 | 33,759 | 87,659
Other current assets | 15 | 18,668 | 11,784
Total current assets |  | 304,264 | 304,598
Total assets |  | $4,003,525 | $3,474,022
EQUITY AND LIABILITIES |  |  |
Shareholders' equity: |  |  |
Share capital | 16 | $13,762 | $12,897
Share premium | 16 | 1,262,711 | 1,208,192
Treasury reserve |  | (119,006) | (102,470)
Share based payment and other reserves |  | 20,170 | 14,442
Retained earnings (accumulated deficit) |  | (724,960) | (547,255)
Equity attributable to Owners of Diversified Energy Company PLC: |  | 452,677 | 585,806
Non-controlling interests | 3 | 11,879 | 12,604
Total equity |  | 464,556 | 598,410
Non-current liabilities: |  |  |
Asset retirement obligations | 19 | $642,142 | $501,246
Leases | 20 | 30,824 | 20,559
Borrowings | 21 | 1,483,779 | 1,075,805
Deferred tax liability | 8 | 8,011 | 13,654
Derivative financial instruments | 13 | 608,869 | 623,684
Other non-current liabilities | 23 | 5,384 | 2,224
Total non-current liabilities |  | 2,779,009 | 2,237,172
Current liabilities: |  |  |
Trade and other payables | 22 | $35,013 | $53,490
Taxes payable |  | 33,498 | 50,226
Leases | 20 | 13,776 | 10,563
Borrowings | 21 | 209,463 | 200,822
Derivative financial instruments | 13 | 163,676 | 45,836
Other current liabilities | 23 | 304,534 | 277,503
Total current liabilities |  | 759,960 | 638,440
Total liabilities |  | 3,538,969 | 2,875,612
Total equity and liabilities |  | $4,003,525 | $3,474,022

The notes on pages 95 to 136 are an integral part of the Group Financial Statements.
The Group Financial Statements were approved and authorized for issue by the Board on March 17, 2025 and were signed on its behalf by:
David E. Johnson
Chairman of the Board
March 17, 2025

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Consolidated Statement of Changes in Equity
(Amounts in thousands, except share, per share and per unit data)

| Notes | Share Capital | Share Premium | Treasury Reserve | Share Based Payment and Other Reserves | Retained Earnings (Accumulated Deficit) | Equity Attributable to Owners of Diversified Energy Company PLC | Non- Controlling Interest | Total Equity
Balance as of January 1, 2022 |  | $11,571 | $1,052,959 | $(68,537) | $14,156 | $(362,740) | $647,409 | $16,541 | $663,950
Net income (loss) |  | — | — | — | — | (625,410) | (625,410) | 4,812 | (620,598)
Other comprehensive income (loss) |  | — | — | — | — | 940 | 940 | — | 940
Total comprehensive income (loss) |  | $— | $— | $— | $— | $(624,470) | $(624,470) | $4,812 | $(619,658)
Issuance of share capital (settlement of warrants) | 16 | 5 | — | — | 452 | — | 457 | — | 457
Issuance of share capital (equity compensation) |  | 7 | — | — | 5,682 | (3,307) | 2,382 | — | 2,382
Issuance of EBT shares (equity compensation) | 16 | — | — | 2,400 | (2,400) | — | — | — | —
Repurchase of shares (EBT) | 16 | — | — | (22,931) | — | — | (22,931) | — | (22,931)
Repurchase of shares (share buyback program) | 16 | (80) | — | (11,760) | 80 | — | (11,760) | — | (11,760)
Dividends | 18 | — | — | — | — | (143,455) | (143,455) | — | (143,455)
Distributions to non-controlling interest owners |  | — | — | — | — | — | — | (6,389) | (6,389)
Cancellation of warrants | 16 | — | — | — | (320) | — | (320) | — | (320)
Transactions with shareholders |  | $(68) | $— | $(32,291) | $3,494 | $(146,762) | $(175,627) | $(6,389) | $(182,016)
Balance as of December 31, 2022 |  | $11,503 | $1,052,959 | $(100,828) | $17,650 | $(1,133,972) | $(152,688) | $14,964 | $(137,724)
Net income (loss) |  | — | — | — | — | 758,018 | 758,018 | 1,683 | 759,701
Other comprehensive income (loss) |  | — | — | — | — | (270) | (270) | — | (270)
Total comprehensive income (loss) |  | $— | $— | $— | $— | $757,748 | $757,748 | $1,683 | $759,431
Issuance of share capital (equity placement) | 16 | 1,555 | 155,233 | — | — | — | 156,788 | — | 156,788
Issuance of share capital (equity compensation) |  | — | — | — | 6,037 | (2,990) | 3,047 | — | 3,047
Issuance of EBT shares (equity compensation) | 16 | — | — | 9,406 | (9,406) | — | — | — | —
Repurchase of shares (share buyback program) | 16 | (161) | — | (11,048) | 161 | — | (11,048) | — | (11,048)
Dividends | 18 | — | — | — | — | (168,041) | (168,041) | — | (168,041)
Distributions to non-controlling interest owners |  | — | — | — | — | — | — | (4,043) | (4,043)
Transactions with shareholders |  | $1,394 | $155,233 | $(1,642) | $(3,208) | $(171,031) | $(19,254) | $(4,043) | $(23,297)
Balance as of December 31, 2023 |  | $12,897 | $1,208,192 | $(102,470) | $14,442 | $(547,255) | $585,806 | $12,604 | $598,410
Net income (loss) |  | — | — | — | — | (88,272) | (88,272) | 1,271 | (87,001)
Other comprehensive income (loss) |  | — | — | — | — | (1,822) | (1,822) | — | (1,822)
Total comprehensive income (loss) |  | $— | $— | $— | $— | $(90,094) | $(90,094) | $1,271 | $(88,823)
Issuance of share capital (acquisition consideration) | 16 | 1,185 | 54,519 | — | — | — | 55,704 | — | 55,704
Issuance of share capital (equity compensation) |  | — | — | — | 10,002 | (3,747) | 6,255 | — | 6,255
Issuance of EBT shares (equity compensation) | 16 | — | — | 4,594 | (4,594) | — | — | — | —
Repurchase of shares (EBT) | 16 | — | — | (5,229) | — | — | (5,229) | — | (5,229)
Repurchase of shares (share buyback program) | 16 | (320) | — | (15,901) | 320 | — | (15,901) | — | (15,901)
Dividends | 18 | — | — | — | — | (83,864) | (83,864) | — | (83,864)
Distributions to non-controlling interest owners |  | — | — | — | — | — | — | (1,996) | (1,996)
Transactions with shareholders |  | $865 | $54,519 | $(16,536) | $5,728 | $(87,611) | $(43,035) | $(1,996) | $(45,031)
Balance as of December 31, 2024 |  | $13,762 | $1,262,711 | $(119,006) | $20,170 | $(724,960) | $452,677 | $11,879 | $464,556

The notes on pages 95 to 136 are an integral part of the Group Financial Statements .

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Consolidated Statement of Cash Flows
(Amounts in thousands, except share, per share and per unit data)

|  | Year Ended
| Notes | December 31, 2024 | December 31, 2023 | December 31, 2022
Cash flows from operating activities: |  |  |  |
Net income (loss) |  | $(87,001) | $759,701 | $(620,598)
Cash flows from operations reconciliation: |  |  |  |
Depreciation, depletion and amortization | 7 | 256,484 | 224,546 | 222,257
Accretion of asset retirement obligations | 19 | 30,868 | 26,926 | 27,569
Impairment of proved properties | 10 | — | 41,616 | —
Income tax (benefit) expense | 8 | (136,951) | 240,643 | (178,904)
(Gain) loss on fair value adjustments of unsettled financial instruments | 13 | 189,030 | (905,695) | 861,457
Asset retirement costs | 19 | (8,375) | (5,961) | (4,889)
(Gain) loss on natural gas and oil properties and equipment | 5,10,11 | (25,678) | (24,146) | (2,379)
(Gain) loss on sale of equity interest | 5 | 7,375 | (18,440) | —
Unrealized (gain) loss on investment | 5 | 4,013 | (4,610) | —
Gain on bargain purchases | 5 | — | — | (4,447)
Finance costs | 21 | 137,643 | 134,166 | 100,799
Loss on early retirement of debt | 21 | 14,753 | — | —
Hedge modifications | 13 | — | 26,686 | (133,573)
Non-cash equity compensation | 17 | 8,286 | 6,494 | 8,051
Working capital adjustments: |  |  |  |
Change in trade receivables and other current assets |  | (27,555) | 104,571 | 13,760
Change in other non-current assets |  | (923) | 1,661 | (580)
Change in trade and other payables and other current liabilities |  | (6,204) | (183,530) | 132,349
Change in other non-current liabilities |  | 1,319 | (6,236) | (6,794)
Cash generated from operations |  | $357,084 | $418,392 | $414,078
Cash paid for income taxes |  | (11,421) | (8,260) | (26,314)
Net cash provided by operating activities |  | $345,663 | $410,132 | $387,764
Cash flows from investing activities: |  |  |  |
Consideration for business acquisitions, net of cash acquired | 5 | $— | $— | $(24,088)
Consideration for asset acquisitions | 5 | (288,489) | (262,329) | (264,672)
Proceeds from divestitures | 5 | 59,048 | 95,749 | —
Expenditures on natural gas and oil properties and equipment | 10, 11 | (52,100) | (74,252) | (86,079)
Proceeds on disposals of natural gas and oil properties and equipment | 10, 11 | 9,675 | 4,083 | 12,189
Deferred consideration payments | 5 | (1,050) | (2,620) | —
Contingent consideration payments | 24 | — | — | (23,807)
Net cash used in investing activities |  | $(272,916) | $(239,369) | $(386,457)
Cash flows from financing activities: |  |  |  |
Repayment of borrowings | 21 | $(1,653,489) | $(1,547,912) | $(2,139,686)
Proceeds from borrowings | 21 | 1,844,768 | 1,537,230 | 2,587,554
Prepayment charge on early retirement of debt | 21 | (1,752) | — | —
Cash paid for interest | 21 | (123,141) | (116,784) | (83,958)
Debt issuance costs | 21 | (20,267) | (13,776) | (34,234)
Decrease (increase) in restricted cash | 3 | (3,864) | 11,792 | (36,287)
Hedge modifications associated with ABS Notes | 13, 21 | — | (6,376) | (105,316)
Proceeds from equity issuance, net | 16 | — | 156,788 | —
Proceeds from lease modifications | 20 | 8,568 | — | —
Principal element of lease payments | 20 | (14,343) | (12,169) | (10,211)
Cancellation (settlement) of warrants, net | 16 | — | — | 137
Dividends to shareholders | 18 | (83,864) | (168,041) | (143,455)
Distributions to non-controlling interest owners | 3 | (1,996) | (4,043) | (6,389)
Repurchase of shares by the EBT | 16 | (5,229) | — | (22,931)
Repurchase of shares | 16 | (15,901) | (11,048) | (11,760)
Net cash used in financing activities |  | $(70,510) | $(174,339) | $(6,536)
Net change in cash and cash equivalents |  | 2,237 | (3,576) | (5,229)
Cash and cash equivalents, beginning of period |  | 3,753 | 7,329 | 12,558
Cash and cash equivalents, end of period |  | $5,990 | $3,753 | $7,329

The notes on pages 95 to 136 are an integral part of the Group Financial Statements .

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Notes to the Group Financial Statements
(Amounts in thousands, except share, per share and per unit data)
Note 1 - General Information
(Amounts in thousands, except share, per share and per unit data)
Diversified Energy Company PLC (the “Parent” or “Company”), and its wholly owned subsidiaries (the “Group”) is an independent energy company
engaged in the production, transportation and marketing of primarily natural gas related to its synergistic U.S. onshore upstream and midstream assets.
The Group’s assets are located within the Appalachian Region and Central Region in the U.S .
The Company was incorporated on July 31, 2014 in the United Kingdom and is registered in England and Wales under the Companies Act 2006 as a
public limited company under company number 09156132. The Group‘s registered office is located at 4th floor Phoenix House, 1 Station Hill, Reading,
Berkshire, RG1 1NB, UK.
In May 2020, the Company’s shares were admitted to trading on the LSE’s Main Market for listed securities under the ticker “DEC”. In December 2023,
the Company’s shares were admitted to trading on the New York Stock Exchange (“NYSE”) under the ticker “DEC.” As of December 31, 2024, the
principal trading market for the Company’s ordinary shares was the LSE.
Note 2 - Basis of Preparation
(Amounts in thousands, except share, per share and per unit data)
Basis of Preparation
The Group's consolidated financial statements (the “ Group Financial Statements ”) have been prepared in accordance with United Kingdom adopted
International Accounting Standards (“IAS”) and International Financial Reporting Standards (“IFRS”) as issued by the International Accounting
Standards Board (“IASB”) and in accordance with the provisions of the UK Companies Act 2006 as applicable to companies reporting under those
standards. IFRS as adopted by the UK as applied to the Group’s financial statements differs in certain respects from IFRS as issued by the IASB. The
differences have no impact on the Group’s consolidated financial statements for the years presented. The principal accounting policies set out below
have been applied consistently throughout the year and are consistent with prior year unless otherwise stated.
Unless otherwise stated, the Group Financial Statements are presented in U.S. Dollars, which is the Group’s subsidiaries’ functional currency and the
currency of the primary economic environment in which the Group operates, and all values are rounded to the nearest thousand dollars except share,
per share and per unit amounts and where otherwise indicated.
Transactions in foreign currencies are translated into U.S. Dollars at the rate of exchange on the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are translated at the exchange rate at the date of the Consolidated Statement of Financial Position. Where the
Group’s subsidiaries have a different functional currency, their results and financial position are translated into the presentation currency as follows:
• Assets and liabilities in the Consolidated Statement of Financial Position are translated at the closing rate at the date of that Consolidated Statement
of Financial Position;
• Income and expenses in the Consolidated Statement of Comprehensive Income are translated at average exchange rates (unless this is not a
reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are
translated at the dates of the transactions); and
• All resulting exchange differences are reflected within other comprehensive income in the Consolidated Statement of Comprehensive Income.
The Group Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and liabilities
(including derivative instruments) held at fair value through profit or loss or through other comprehensive income.
Segment Reporting
The Group is an independent owner and operator of producing natural gas and oil wells with properties located in the states of Tennessee, Kentucky,
Virginia, West Virginia, Ohio, Pennsylvania, Oklahoma, Texas and Louisiana. The Group’s strategy is to acquire long-life producing assets, efficiently
operate those assets to generate free cash flow for shareholders and then to retire assets safely and responsibly at the end of their useful life. The
Group’s assets consist of natural gas and oil wells, pipelines and a network of gathering lines and compression facilities which are complementary to the
Group’s assets.
In accordance with IFRS the Group establishes segments on the basis on which those components of the Group are evaluated regularly by the chief
executive officer, the Group’s chief operating decision maker (“CODM”), when deciding how to allocate resources and in assessing performance. When
evaluating performance as well as when acquiring and managing assets the CODM does so in a consolidated and complementary fashion to vertically
integrate and improve margins. Accordingly, when determining operating segments under IFRS 8, the Group has identified one reportable segment that
produces and transports natural gas, NGLs and oil in the U.S.
Going Concern
The Group Financial Statements have been prepared on the going concern basis, assuming the continuation of normal business activities, the realization
of assets, and the settlement of liabilities in the ordinary course of business. After reviewing the Group’s overall position and outlook, the Directors
believe that the Group is adequately funded to continue operating as a going concern for at least the next twelve months from the date of approval of
this Annual Report.
The Directors diligently oversee and manage the Group’s liquidity risk. While our financial outlook is primarily evaluated through the annual business
planning process, it is also closely monitored on a monthly basis. This involves regular Board discussions, led by senior leadership, to assess the Group’s
current performance and future outlook. The business planning process produces key performance objectives, an assessment of the Group’s primary
risks, the anticipated operational outlook, and a set of financial forecasts that consider the available funding sources (the “Base Plan”).
The Base Plan was formed on key assumptions that support the business planning process. These assumptions include:
• Projected operating cash flows are calculated based on a production profile that aligns with current operating results and observed decline rates;
• Assumes commodity prices align with the current forward curve, taking into account basis differentials;

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• Operating cost levels remain consistent with historical trends;
• The financial impact of our current hedging contracts for the assessment period, covering approximately 86% and 82% of total production volumes
for the years ending December 31, 2025 and 2026, respectively; and
• The scenario also accounts for the scheduled principal and interest payments on our existing debt arrangements.
The Directors and management also evaluate various scenarios around the Base Plan, focusing on more severe but plausible downside impacts of the
principal risks, both individually and collectively. They also consider the additional capital requirements these downside scenarios might impose. These
scenarios include:
Scenario 1: Cyclically low gas prices for a year, with Henry Hub prices at $2.00 per MMbtu before returning to strip pricing, reflecting historically
observed market conditions.
Scenario 2: Considered the impact of climate change by assuming a two -week period of lost production in our East Texas/Louisiana region, which is
prone to hurricanes, due to a natural disaster (assumed to occur once each year during the assessment period).
Scenario 3: Considered the impact of climate change by assuming a two-week period of lost production in our Appalachian region (assumption of lost
production affecting 25% of the region), which is prone to flooding, due to a natural disaster (assumed to occur once each year during the assessment
period).
Under these downside sensitivity scenarios, the Group continues to meet its working capital requirements, primarily consisting of derivative liabilities.
These liabilities, when settled, will be funded using the higher commodity revenues from which they were derived. Additionally, the Group will continue
to meet the covenant requirements under its Credit Facility and other existing borrowing instruments.
The Directors and management assess the potential impact of these principal risks on the Group’s prospects within the assessment period and evaluate
opportunities to actively mitigate the risk of these severe but plausible downside scenarios. In addition to modeling downside going concern scenarios,
the Board has stress-tested the model to determine the extent of downturn that would result in a breach of covenants. Assuming similar levels of cash
conversion as seen in 2024, a significant decline in production volume and pricing, well beyond historical experiences, would need to persist throughout
the going concern period for a covenant breach to occur, which is considered very unlikely.
In addition to the scenarios mentioned, the Directors also considered the current geopolitical environment and the inflationary pressures affecting the
U.S., which the Group is closely monitoring. Despite modeling specific hypothetical scenarios, the Group believes that the impact of these events will
largely continue to be reflected in commodity markets, extending the recent volatility. The Group views commodity price risk a principal risk and will
continue to actively monitor and mitigate this risk through its hedging program.
Based on this assessment, the Directors have reviewed the Group’s overall position and outlook and believe that the Group is sufficiently funded to
operate as a going concern for the next twelve months from the date of approval of the Group Financial Statements.
Basis of Consolidation
Group companies included in the Group Financial Statements for the year ended December 31, 2024 are Parent and all subsidiary undertakings, which
are those entities controlled by the Parent. Control exists when the Group has the power to direct the activities of an entity so as to affect the return on
investment.
The net assets and results of acquired businesses are included in the Group Financial Statements from their respective dates of acquisition, being the
date on which the Group obtains control.
The results of disposed businesses are included in the consolidated financial statements up to their date of disposal, being the date control ceases.
Intra-Group transactions and balances are eliminated.
The Group Financial Statements for the year ended December 31, 2024 reflect the following corporate structure of the Group, and its wholly owned
subsidiaries:
• Diversified Energy Company PLC (“DEC”) as
well as its wholly owned subsidiaries
• Diversified Gas & Oil Corporation
• Diversified Production LLC
• Diversified ABS Holdings LLC
• Diversified ABS LLC
• Diversified ABS Phase II Holdings LLC
• Diversified ABS Phase II LLC
• Diversified ABS Phase IV Holdings LLC
• Diversified ABS Phase IV LLC
• DP Bluegrass Holdings LLC
• DP Bluegrass LLC
• Chesapeake Granite Wash Trust(a)
• BlueStone Natural Resources II, LLC
• Sooner State Joint ABS Holdings LLC(b)
• Diversified ABS Phase VI Holdings LLC
• Diversified ABS Phase VI LLC
• Diversified ABS VI Upstream LLC
• Oaktree ABS VI Upstream LLC
• DP Lion Equity Holdco LLC(c)
• DP Lion Holdco LLC
• Diversified ABS VIII Holdings LLC
• Diversified ABS VIII LLC
• Diversified ABS III Upstream LLC
• Diversified ABS V Upstream LLC
• DP Yellowjacket Equity Holdco LLC
• DP Yellowjacket Holdco LLC
• DM Yellowjacket Holdco LLC
• Tanos TX Holdco LLC
• Diversified ABS IX Holdings LLC
• Diversified Mustang Holdco LLC
• DP RBL Co LLC
• DP Legacy Central LLC
• Diversified Energy Marketing, LLC
• OCM Denali Holdings, LLC
• DP Tapstone Energy Holdings, LLC
• DP Legacy Tapstone LLC
• Giant Land, LLC (d)
• Link Land, LLC(d)
• Old Faithful Land, LLC(d)
• Riverside Land, LLC(d)
• Splendid Land, LLC(d)
• Diversified Midstream LLC
• Cranberry Pipeline Corporation
• Coalfield Pipeline Company
• DM Bluebonnet LLC
• Black Bear Midstream Holdings LLC
• Black Bear Midstream LLC
• Black Bear Liquids LLC
• Black Bear Liquids Marketing LLC
• DM Pennsylvania Holdco LLC
• Diversified Energy Group LLC
• Diversified Energy Company LLC
• Next LVL Energy, LLC
• Diversified ABS IX Holdings LLC
• Diversified ABS X Holdings LLC
• Diversified ABS X LLC
(a) Diversified Production, LLC holds 50.8% of the issued and outstanding common shares of Chesapeake Granite Wash Trust.
(b) Owned 51.25% by Diversified Production LLC and 48.75% by OCM Denali Holdings LLC, both wholly owned subsidiaries of the Group.

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(c) Diversified Production, LLC holds 20% of the issued and outstanding equity of DP Lion Equity Holdco LLC. This entity is not consolidated within the Group’s financial
statements as of December 31, 2024. Refer to Note 5 for additional information.
(d) Owned approximately 55% by Diversified Energy Company PLC.
Note 3 - Material Accounting Policies
(Amounts in thousands, except share, per share and per unit data)
The preparation of the Group Financial Statements in compliance with UK-adopted IAS and IFRS as issued by the IASB requires management to make
estimates and exercise judgment in applying the Group’s accounting policies. In preparing the Group Financial Statements , the significant judgments
made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty are disclosed in Note 4.
Business Combinations and Asset Acquisitions
The Group performs an assessment of each acquisition to determine whether the acquisition should be accounted for as an asset acquisition or a
business combination. For each transaction, the Group may elect to apply the concentration test to determine if the fair value of assets acquired is
substantially concentrated in a single asset (or a group of similar assets). If this concentration test is met, the acquisition qualifies as an acquisition of a
group of assets and liabilities, not of a business.
Accounting for business combinations under IFRS 3 is applied once it is determined that a business has been acquired. Under IFRS 3, a business is
defined as an integrated set of activities and assets conducted and managed for the purpose of providing a return to investors. A business generally
consists of inputs, processes applied to those inputs, and resulting outputs that are, or will be, used to generate revenues.
In a business combination, assets acquired and liabilities assumed are recorded at fair value and any excess in the consideration paid over the fair value
of the net assets acquired is recorded as goodwill, while any excess fair value of the net assets acquired over the consideration fair value is recognized
as a gain on bargain purchase.
When less than the entire interest of an entity is acquired, the choice of measurement of the non-controlling interest, either at fair value or at the
proportionate share of the acquiree’s identifiable net assets, is determined on a transaction by transaction basis.
More information regarding the judgments and conclusions reached with respect to business combinations and asset acquisitions is included in Notes 4
and 5.
Oaktree Capital Management, L.P. (“Oaktree”) Participation Agreement
In October 2020, the Group entered into a three-year definitive participation agreement with funds managed by Oaktree to jointly identify and fund
future proved developed producing acquisition opportunities (“PDP acquisitions”) that the Group identified. The Oaktree Funding Commitment provided
for up to $1,000,000 in aggregate over three years for mutually agreed upon PDP acquisitions with transaction valuations typically greater than
$250,000. The Group and Oaktree each funded 50% of the net purchase price in exchange for proportionate working interests of 51.25% and 48.75%
during Tranche I deals, or joint acquisitions made during the first 18 months of the agreement, and 52.5% and 47.5% during Tranche II deals, or joint
acquisitions made during the second 18 months of the agreement, respectively. The Group's greater share reflected the upfront promote it received
from Oaktree which was intended to compensate the Group for the increase in general and administrative expenses needed to operate an entity that
increases with acquired growth.
Additionally, upon Oaktree achieving a 10% unlevered internal rate of return, Oaktree would convey a back-end promote to the Group which would
increase the Group’s working interest to 59.625% for both Tranche I and Tranche II deals. The Group also maintained the right of first offer to acquire
Oaktree’s interest if and when Oaktree decided to divest. The Group and Oaktree each had the right to participate in a sale by the other party with a
third-party upon comparable terms.
The Group accounted for the Oaktree Participation Agreement as a joint operation under IFRS 11, Joint Arrangements (“IFRS 11”). Accordingly, the
Group included its proportionate share of assets, liabilities, revenues and expenses within the consolidated financial statements.
The Oaktree Participation Agreement ended in October 2023. On June 6, 2024 the Group acquired Oaktree’s proportionate working interest in all
Tranche I and Tranche II deals. Details of the acquisition are disclosed in Note 5.
Inventory
Natural gas inventory is stated at the lower of cost and net realizable value, cost being determined on a weighted average cost basis. Inventory also
consists of material and supplies used in connection with the Group’s maintenance, storage and handling. Inventory is stated at the lower of cost or net
realizable value.
Cash and Cash Equivalents
Cash on the balance sheet comprises cash at banks. Balances held at banks, at times, exceed U.S. federally insured amounts. The Group has not experienced
any losses in such accounts and the Directors believe the Group is not exposed to any significant credit risk on its cash.
Trade Receivables
Trade receivables are recorded at their historical carrying amount, net of any required provisions. These receivables are due from customers across the
natural gas and oil industry. While they are spread among several customers, their collectability depends on each customer’s financial health and the
overall economic conditions of the industry. Management evaluates customers’ financial conditions before extending credit and typically do not require
collateral to secure the recoverability of the Group’s trade receivables. Any adjustments to the Group’s allowance for expected credit losses during the
year are recognized in the Consolidated Statement of Comprehensive Income. Trade receivables also include amounts due from third-party working
interest owners and hedge settlement receivables. The Group consistently assesses the collectability of these receivables. As of December 31, 2024 and
2023, the Group considered a portion of these working interest receivables uncollectable and recorded an allowance for credit losses in the amount of
$15,959 and $16,529 , respectively. Refer to Note 14 for additional information.
Impairment of Financial Assets
IFRS 9 requires the application of an expected credit loss model in considering the impairment of financial assets. The expected credit loss model
requires the Group to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit
risk since initial recognition of the financial assets. The credit event does not have to occur before credit losses are recognized. IFRS 9 allows for a
simplified approach for measuring the allowance at an amount equal to lifetime expected credit losses for trade receivables.

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The Group applies the simplified approach to the expected credit loss model to trade receivables arising from:
• Sales of natural gas, NGLs and oil;
• Sales of gathering and transportation of third-party natural gas; and
• The provision of other services.
Borrowings
Borrowings are initially recognized at fair value, net of any transaction costs incurred. They are then carried at amortized cost. The difference between
the net proceeds and the redemption value is recognized in the Consolidated Statement of Comprehensive Income over the period of the borrowings
using the effective interest method.
Interest on borrowings is accrued according to each class of borrowing.
Derivative Financial Instruments
Derivatives are utilized as part of the Group’s strategy to mitigate risks associated with the cash flow unpredictability due to commodity price volatility.
Additional details on the Group’s exposure to these risks can be found in Note 25. The Group has entered into financial instruments which are
considered derivative contracts, such as swaps and collars, which result in net cash settlements each month without physical deliveries. The derivative
contracts are initially recognized at fair value on the contract date and remeasured to fair value at each balance sheet date. The resulting gain or loss is
recognized in the Consolidated Statement of Comprehensive Income under the gain (loss) on derivative financial instruments line item for the year
incurred.
R estricted Cash
Cash held on deposit for bonding purposes is classified as restricted cash and recorded within current and non-current assets. This cash is either (1)
restricted by state governmental agencies for use if the operator abandons any wells, or (2) held as collateral by the Group’s surety bond providers.
Additionally, the Group is required to maintain certain cash reserves for interest payments related to its asset-backed securitizations, as detailed in Note
21 . These reserves typically cover one to six months of interest and any associated fees. The Group classifies restricted cash as either current or non-
current, depending on the classification of the related asset or liability. This reserve cash is managed by an independent indenture trustee, who
monitors the reserves monthly to ensure the correct amount is maintained. The deposit conditions restrict the Group from accessing the reserve cash on
demand, meaning it no longer qualifies as cash and cash equivalents.

| December 31, 2024 | December 31, 2023
Cash restricted by asset-backed securitizations | $45,880 | $35,870
Other restricted cash | 389 | 382
Total restricted cash | $46,269 | $36,252
Classified as: |  |
Current asset | $11,426 | $11,195
Non-current asset | 34,843 | 25,057
Total | $46,269 | $36,252

Natural Gas and Oil Properties
Natural gas and oil activities are accounted for using the principles of the successful efforts method of accounting as described below.
Development & Acquisition Costs
Costs incurred to purchase, lease, or otherwise acquire a property are capitalized when incurred. Expenditures related to the construction, installation or
completion of infrastructure facilities, such as platforms, and the drilling of development wells, including delineation wells, are capitalized within natural
gas and oil properties. The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset
into operation, and the initial estimate of the asset retirement obligation.
Depletion
Proved natural gas, oil and NGL reserve volumes are used as the basis to calculate unit-of-production depletion rates. Leasehold costs are depleted on
the unit-of-production basis over the total proved reserves of the relevant area while production and development wells are depleted over proved
producing reserves.
Intangible Assets
Software Development
Development costs that are directly attributable to the design and testing of identifiable and unique software products developed by third parties and
controlled by the Group are recognized as intangible assets where the following criteria are met:
• It is technically feasible to complete the software so that it will be available for use;
• The Directors intend to complete the software and use it;
• There is an ability to use the software;
• It can be demonstrated how the software will generate probable future economic benefits;
• Adequate technical, financial and other resources to complete the development and to use the software are available; and
• The expenditure attributable to the software during its development can be reliably measured.
Directly attributable costs that are capitalized as part of the software include cost incurred by third parties, employee costs and an appropriate portion of
relevant overheads. Capitalized development costs are recorded as intangible assets and amortized from the point at which the asset is ready for use.
Costs associated with maintaining software programs are recognized as an expense as incurred.

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Impairment of Intangible Assets
Intangible assets are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An
impairment loss is recognized when the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value
less costs of disposal and its value in use. For impairment assessment purposes, assets are grouped at the lowest levels for which there are separately identifiable
cash inflows that are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Intangible assets that have suffered
an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
Amortization
The Group amortizes intangible assets with a limited useful life, using the straight-line method over the following periods:

| Range in Years
Software | 3
Other acquired intangibles(a) | 3

(a) Represents intangible assets acquired in business combinations and asset acquisitions.
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. The initial recognized cost includes the purchase price
and any costs directly attributable to bringing the asset to the location and condition necessary for it to operate as intended by the Directors.
Property, plant and equipment are generally depreciated on a straight-line basis over their estimated useful lives:

| Range in Years
Buildings and leasehold improvements | 40
Equipment | 5 - 10
Motor vehicles | 5
Midstream assets | 10 - 15
Other property and equipment | 5 - 10

Property, plant and equipment held under leases are depreciated over the shorter of the lease term or estimated useful life.
Impairment of Non-Financial Assets
At each reporting date, the Group assesses whether there are indications that an asset may be impaired. If such indications exist, or if annual
impairment testing is required, the Group estimates the asset’s recoverable amount. The recoverable amount is the higher of an asset’s or cash
generating unit’s fair value less disposal costs and its value-in-use. This is determined for an individual asset unless the asset does not generate largely
independent cash inflows from other assets or groups of assets. If the carrying amount of an asset or cash-generating unit exceeds its recoverable
amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value-in-use, the Group discounts the estimated
future cash flows to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific
to the asset. When determining fair value less disposal costs, the Group considers recent market transactions, if available. If no such transactions are
identified, an appropriate valuation model is used.
Non-Controlling Interests
Non-controlling interests represent the equity in subsidiaries that is not attributable to the Group’s shareholders. The acquisition of a non-controlling
interest in a subsidiary and the sale of an interest while retaining control are accounted for as transactions within equity and are reported within non-
controlling interests in the consolidated financial statements.
During the years ended December 31, 2024, 2023 and 2022 , the Group recorded net income of $1,271 , $1,683 and $4,812, respectively, attributable to
non-controlling interests. As of December 31, 2024 and 2023, the Group had a non-controlling interests balance of $11,879 and $12,604, respectively.
During the years ended December 31, 2024, 2023 and 2022, the Group paid $1,996, $4,043 and $6,389, respectively, in distributions to non-controlling
interest owners.
Leases
The Group recognizes a right-of-use asset and a lease liability at the commencement date of contracts (or separate components of a contract) that
convey the right to control the use of an identified asset for a period of time in exchange for consideration, when such contracts meet the definition of a
lease as determined by IFRS 16, Leases (“IFRS 16”). The determination of whether an arrangement is, or contains, a lease is based on the substance of
the arrangement at inception date.
The Group initially measures the lease liability at the present value of the future lease payments, discounted using the interest rate implicit in the lease.
If this rate cannot be readily determined, the Group uses its incremental borrowing rate. After the commencement date, the lease liability is reduced by
payments made and increased by interest on the lease liability.
Right-of-use assets are initially measured at cost, which comprises:
• The amount of the initial measurement of the lease liability;
• Any lease payments made at or before the commencement date, less any lease incentives received;
• Any initial direct costs incurred by the lessee; and
• An estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located, or
restoring the underlying asset to the condition required by the lease terms, unless those costs are incurred to produce inventories.

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Subsequent to the measurement date, the right-of-use asset is depreciated on a straight line basis over the period that reflects the life of the underlying
asset and is also adjusted for the remeasurement of any lease liability.
Asset Retirement Obligations
When a liability exists for the retirement of a well, removal of production equipment, and site restoration at the end of a well’s productive life, the Group
recognizes an asset retirement liability. The amount recognized is the present value of estimated future net expenditures, determined in accordance
with our anticipated retirement plans and local conditions and requirements. The unwinding of the discount on the decommissioning liability is included
as accretion of the decommissioning provision. The cost of the relevant property, plant and equipment asset is increased by an amount equivalent to the
liability and depreciated on a unit of production basis. The Group recognizes changes in estimates prospectively, with corresponding adjustments to the
liability and the associated non-current asset.
Taxation
Deferred Taxation
Deferred tax assets and liabilities arise from temporary differences between the tax bases of assets and liabilities and their carrying amounts in the
Group Financial Statements. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance
sheet date and are expected to apply when the related deferred tax asset is realized or the deferred liability is settled.
Deferred tax assets are recognized to the extent that it is probable that the future taxable profit will be available against which the temporary
differences can be utilized. The Group offsets deferred tax assets and liabilities when it has a legally enforceable right to set off current tax assets
against current tax liabilities, provided that the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority.
Current Taxation
Current income tax assets and liabilities for the years ended December 31, 2024 and 2023 were measured at the amounts to be recovered from, or paid
to, the taxation authorities. The tax rates (and laws) used to compute these amounts are those enacted or substantively enacted at the reporting date in
the jurisdictions where the Group operates and generates taxable income.
Uncertain Tax Positions
Management periodically evaluates positions taken in tax returns where applicable tax regulation is subject to interpretation and considers whether it is
probable that a taxation authority will accept an uncertain tax treatment. The Group measures its tax balances based on either the most likely amount
or the expected value, depending on which method better predicts the resolution of the uncertainty.
Revenue Recognition
Natural Gas, NGLs & Oil Revenue (“Commodity Revenue”)
Commodity revenue is derived from sales of natural gas, NGLs and oil products and is recognized when the customer obtains control of the commodity.
This transfer generally occurs when the product is physically transferred into a vessel, pipe, sales meter, or other delivery mechanism. This also
represents the point at which the Group fulfills its single performance obligation to its customer under contracts for the sale of natural gas, NGLs and oil
as per IFRS 15, Revenue from Contracts with Customers (“IFRS 15”).
Commodity revenue in which the Group has an interest with other producers is recognized proportionately based on the Group’s working interest and
the terms of the relevant production sharing contracts. Royalty payments or counterparty distributions, representing the portion of revenue due to
minority working interests, are recorded as a liability, described in Note 23.
Commodity revenue is recorded based on the volumes accepted each day by customers at the delivery point and is measured using the respective
market price index for the applicable commodity, adjusted by the applicable basis differential based on the quality of the product.
Third-Party Gathering Revenue
Revenue from gathering and transporting third-party natural gas is recognized when the customer transfers its natural gas to the entry point in the
Group’s midstream network and becomes entitled to withdraw an equivalent volume of natural gas from the exit point in the Group’s midstream
network. This transfer generally occurs when product is physically transferred into the Group’s vessel, pipe, or sales meter. The customer’s entitlement
to withdraw an equivalent volume of natural gas is broadly coterminous with the transfer of natural gas into the Group’s midstream network. Customers
are invoiced, and revenue is recognized each month based on the volume of natural gas transported at a contractually agreed-upon price per unit.
Third-Party Plugging Revenue
Revenue from third-party asset retirement services is recognized as earned in the month the work is performed, in accordance with the Group’s
contractual obligations. These contractual obligations are considered the Group’s performance obligations for purposes of IFRS 15.
Other Revenue
Revenue from the operation of third-party wells is recognized as earned in the month the work is performed, in accordance with the Group’s contractual
obligations. These contractual obligations are considered the Group’s performance obligations for purposes of IFRS 15.
Revenue from the sale of water disposal services to third parties into the Group’s disposal wells is recognized as earned in the month the water is
physically disposed of at a contractually agreed-upon price per unit. The disposal of the water is considered the Group’s performance obligation under
these contracts.
Revenue is stated after deducting sales taxes, excise duties, and similar levies.
Share-Based Payments
The Group accounts for share-based payments under IFRS 2, Share-Based Payment (“IFRS 2”). All of the Group’s share-based awards are equity
settled, with their fair value determined at the grant date. As of December 31, 2024 , 2023 and 2022, the Group had three types of share-based
payment awards: RSUs, PSUs and Options. The fair value of the Group’s RSUs is measured using the stock price at the grant date. The fair value of the
Group’s PSUs is measured using a Monte Carlo simulation model. The inputs to the Monte Carlo simulation model included:
• The share price at the date of grant;
• Expected volatility;
• Expected dividends;
• Risk free rate of interest; and

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• Patterns of exercise by the plan participants.
The fair value of the Group’s Options was calculated using the Black-Scholes model as of the grant date. The inputs to the Black-Scholes model
included:
• The share price at the grant date;
• Exercise price;
• Expected volatility; and
• Risk-free rate of interest.
The grant date fair value of share-based awards, adjusted for market-based performance conditions, is expensed uniformly over the vesting period.
New or Amended Accounting Standards - Adopted
The following accounting standards, amendments and interpretations became effective in the current year:

Standard |  | Amendment |  | Effective Date
IAS 1 |  | Classification of Liabilities as Current or Non-Current and Non-Current Liabilities with Covenants |  | Annual periods beginning on or after January 1, 2024

The application of this standard and interpretations effective for the first time in the current year has had no significant impact on the amounts reported
in the Group Financial Statements.
New or Amended Accounting Standards - Not Yet Adopted
At the date of authorization of the Group Financial Statements , the following standards and interpretations, which have not been applied in the Group
Financial Statements , were in issue but not yet effective. It is expected that where applicable, these standards and amendments will be adopted on each
respective effective date. The Group is still assessing the effect of these standards, though they are not expected to have a material impact.

Standard |  | Amendment |  | Effective Date
IAS 21 |  | The Effects of Changes in Foreign Exchange Rates - Lack of Exchangeability |  | Annual periods beginning on or after January 1, 2025
IFRS 9 |  | Financial Instruments - Lessee Derecognition of Lease Liabilities |  | Annual periods beginning on or after January 1, 2026
IFRS 7 & IFRS 9 |  | Financial Instruments and Disclosures - Amendments to the Classification and Measurement of Financial Instruments |  | Annual periods beginning on or after January 1, 2026
IAS 7 |  | Statement of Cash Flows - Cost Method |  | Annual periods beginning on or after January 1, 2026
IFRS 18 |  | Presentation and Disclosures in Financial Statements - Primary Financial Statements |  | Annual periods beginning on or after January 1, 2027
IFRS 19 |  | Subsidiaries without Public Accountability: Disclosures - Disclosure Initiative - Subsidiaries without Public Accountability: Disclosures |  | Annual periods beginning on or after January 1, 2027

Note 4 - Significant Accounting Judgments & Estimates
(Amounts in thousands, except share, per share and per unit data)
In applying the Group's accounting policies described in Note 3, the Directors made the following judgments and estimates, which may significantly
affect the amounts recognized in the Group Financial Statements.
Significant Judgments
Business Combinations & Asset Acquisitions
The Group follows the guidance in IFRS 3, Business Combinations (“IFRS 3”) for determining the appropriate accounting treatment for acquisitions. IFRS
3 permits an initial fair value assessment to determine if substantially all of the fair value of the assets acquired is concentrated in a single asset or
group of similar assets, known as the “concentration test”. If the initial screening test is not met, the asset may be considered a business based on
whether there are inputs and substantive processes in place. The accounting treatment is derived based on the results of this analysis and the
conclusion on an acquisition’s classification as a business combination or an asset acquisition.
If the acquisition is deemed to be a business, the acquisition method of accounting is applied. Identifiable assets acquired and liabilities assumed at the
acquisition date are recorded at fair value. When the fair value exceeds the consideration transferred, a bargain purchase gain is recognized.
Conversely, when the consideration transferred exceeds the fair value, goodwill is recorded. If the transaction is deemed to be an asset purchase, the
cost accumulation and allocation model is used whereby the assets and liabilities are recorded based on the purchase price and allocated to the
individual assets and liabilities based on relative fair values. As a result, gains on bargain purchases are not recognized on asset acquisitions.
Additionally, in instances when the acquisition of a group of assets contains contingent consideration, the Group records changes in the fair value of the
contingent consideration through the basis of the asset acquired rather than through the Consolidated Statement of Comprehensive Income. More
information regarding conclusions reached with respect to this judgment is included in Note 5.
The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed in a business combination are based on various
market participant assumptions and valuation methodologies, requiring considerable judgment by management. The most significant variables in these
valuations are discount rates and other assumptions and estimates used to determine the cash inflows and outflows. Management determines discount
rates based on the risk inherent in the acquired assets, specific risks, industry beta, and the capital structure of guideline companies. The valuation of an
acquired business is based on available information at the acquisition date and assumptions that are believed to be reasonable. However, a change in
facts and circumstances as of the acquisition date can result in subsequent adjustments during the measurement period, but no later than one year
from the acquisition date.

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Significant Estimates
Estimating the Fair Value of Acquired Natural Gas & Oil Properties
The Group determines the fair value of its natural gas and oil properties acquired through business combinations using the income approach. This
approach is based on expected discounted future cash flows, which are derived from estimated reserve quantities, production and development costs,
and forward prices for natural gas and oil. Future net cash flows are discounted using a weighted average cost of capital and additional risk factors.
Proved reserves are estimated using available geological and engineering data and include only those volumes for which market access is reasonably
certain. These estimates are inherently imprecise, requiring judgment and regular revisions. Revisions may be based on new information from additional
drilling, long-term reservoir performance observations, and changes in economic factors such as product prices, contract terms, or operating expenses.
Impairment of Natural Gas & Oil Properties
When preparing the Group Financial Statements , the Group considers whether there is any evidence of impairment in the natural gas and oil properties.
This assessment involves reviewing producing assets for impairment indicators at the balance sheet date. Indicators can include significant or prolonged
d ecreases in commodity pricing, negative market changes, downward revisions of reserve estimates, or increases in operating costs.
The Group reviews the carrying value of its natural gas and oil properties on a field basis annually or when an indicator of impairment is identified. The
impairment test compares the carrying value of these properties to their recoverable amount, which is based on the present value of estimated future
net cash flows from proved reserves. These future cash flows are calculated using estimated reserve quantities, production and development costs, and
forward prices for natural gas and oil. If the carrying value exceeds fair value, the Group recognizes an impairment by writing down the value of the
properties to their fair value. For the year ended December 31, 2024, no such impairments were recorded.
For the year ended December 31, 2023, the Group determined that the carrying amounts of certain proved properties for two fields were not
recoverable from future cash flows and recognized an impairment charge of $41,616. No such impairment was recorded during the year ended
December 31, 2022. Refer to Note 10 for additional information regarding the Group’s impairment assessment.
If there has been an impairment charge in a previous period, it will be reversed in a later period if circumstances change and the recoverable amount
exceeds the net book value at the time. When reversing impairment losses, the asset’s carrying amount will be increased to the lower of its original
carrying value or the carrying value that would have been determined (net of depletion) if no impairment loss had been recognized in prior years. No
such recoveries were recorded during the years ended December 31, 2024 , 2023, and 2022. For more details, refer to Note 10.
When applicable, the Group recognizes impairment losses in the Consolidated Statement of Comprehensive Income, categorizing them according to the
function of the impaired asset.
Reserve Volume Estimates
Proved reserves are the estimated volumes of natural gas, oil and NGLs that can be economically produced with reasonable certainty from known
reservoirs, given current economic conditions and operating methods.
To estimate these reserves, we depend on the interpretation and judgment of engineering and production data, along with certain economic data such
as commodity prices, operating expenses, capital expenditures, and taxes. Since many factors, assumptions, and variables involved in estimating proved
reserves can change over time, the estimates of natural gas, oil and NGL reserve volumes are subject to revision.
Taxation
The Group makes certain estimates when calculating deferred tax assets and liabilities, as well as income tax expense. These estimates often require
judgment regarding the timing and recognition of differences of revenue and expenses for tax and financial reporting purposes, as well as the tax basis
of our assets and liabilities at the balance sheet date before tax returns are completed. Additionally, the Group must evaluate the likelihood of
recovering or utilizing its deferred tax assets and may record a valuation allowance against these assets when it is not expected that they will be
realized. In determining whether to apply a valuation allowance, the Group considers evidence such as future taxable income, among other factors. This
process involves numerous judgments and assumptions, including estimates of commodity prices, production, and other operating conditions. If any of
these factors, assumptions, or judgments change, the deferred tax asset could be adjusted, particularly decreasing if it is determined that the asset is
unlikely to be realized. Conversely, a valuation allowance may be reversed if it is determined that the asset is likely to be realized.
Asset Retirement Obligations
The costs associated with asset retirement obligations are inherently uncertain and can fluctuate due to various factors, such as changes in legal
requirements, the development of new restoration techniques, or experiences at other production sites. The expected timing and amount of these
expenditures can also vary, for instance, due to changes in reserves or modifications in laws and regulations or their interpretation. Consequently,
significant estimates and assumptions are necessary to determine the provision for asset retirement. These assumptions include the costs to retire the
wells, the Group’s retirement plan, an assumed inflation rate, and the discount rate. Changes in these assumptions could lead to a substantial change in
the carrying value of the asset retirement obligations within the next financial year. For more details and sensitivity analysis, refer to Note 19.
Note 5 - Acquisitions & Divestitures
(Amounts in thousands, except share, per share and per unit data)
The assets acquired in all acquisitions include the necessary permits, rights to production, royalties, assignments, contracts and agreements that support
the production from wells and operation of pipelines. The Group determines the accounting treatment of acquisitions using IFRS 3.
2024 Acquisitions
East Texas II Asset Acquisition
On October 29, 2024, the Group acquired certain developed producing assets in the East Texas area of the Central Region from a regional operator (the
“Seller”) (altogether, the “East Texas II transaction”). The Group assessed the acquired assets and determined that this transaction was considered an
asset acquisition rather than a business combination. When making this determination, management evaluated IFRS 3 and concluded that the acquired
assets did not meet the definition of a business. The Group paid purchase consideration of $67,782 , inclusive of transaction costs of $744 and
customary purchase price adjustments. The transaction was funded through a combination of cash consideration of $40,329, drawing from a senior
secured bank facility supported by the acquired assets and existing liquidity, and the issuance of 2,342,445 new ordinary shares direct to the Seller.
Refer to Notes 16 and 21 for additional information regarding share capital and debt, respectively. In the period from its acquisition to December 31,
2024 the East Texas II assets increased the Group’s revenue and operating expense by $4,889 and $1,598, respectively.

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The assets acquired and liabilities assumed were as follows:

Consideration paid |
Cash consideration | $40,329
Value of shares issued as consideration | 27,453
Total consideration | $67,782
Net assets acquired |
Natural gas and oil properties | $78,087
Asset retirement obligations, asset portion | 11,902
Property, plant and equipment | 1,045
Asset retirement obligations, liability portion | (11,902)
Other current liabilities | (11,350)
Net assets acquired | $67,782

Crescent Pass Energy (“Crescent Pass”) Asset Acquisition
On August 15, 2024 , the Group acquired certain upstream assets and related infrastructure in the East Texas area of the Central Region from Crescent
Pass. The Group assessed the acquired assets and determined that this transaction was considered an asset acquisition rather than a business
combination. When making this determination, management evaluated IFRS 3 and concluded that the acquired assets did not meet the definition of a
business. The Group paid purchase consideration of $97,678, inclusive of transaction costs of $846 and customary purchase price adjustments. The
transaction was funded through a combination of the issuance of 2,249,650 new ordinary shares direct to Crescent Pass and cash consideration of
$69,265 from the new Term Loan II supported by the acquired assets. Refer to Notes 16 and 21 for additional information regarding share capital and
debt, respectively. In the period from its acquisition to December 31, 2024 the Crescent Pass assets increased the Group’s revenue and operating
expense by $10,283 and $6,101, respectively.
The assets acquired and liabilities assumed were as follows:

Consideration paid |
Cash consideration | $69,265
Value of shares issued as consideration | 28,413
Total consideration | $97,678
Net assets acquired |
Natural gas and oil properties | $105,737
Asset retirement obligations, asset portion | 34,247
Property, plant and equipment | 534
Trade receivables, net | 1,926
Asset retirement obligations, liability portion | (34,247)
Other current liabilities | (10,519)
Net assets acquired | $97,678

Oaktree Capital Management, L.P. (“Oaktree”) Working Interest Asset Acquisition
On June 6, 2024 the Group acquired Oaktree’s proportionate working interest in the East Texas, Tapstone, Tanos and Indigo acquisitions. The Group
assessed the acquired assets and determined that this transaction was considered an asset acquisition rather than a business combination. When
making this determination, management evaluated IFRS 3 and concluded that the acquired assets did not meet the definition of a business. The Group
paid purchase consideration of $221,660, inclusive of transaction costs of $2,064 and customary purchase price adjustments. As part of this transaction,
the Group assumed Oaktree’s proportionate debt of $132,576 associated with the ABS VI Notes. The Group funded the purchase through a combination
of existing and expanded liquidity and issued approximately $83,348 in notes payable to Oaktree. Refer to Note 21 for additional information regarding
debt. In the period from its acquisition to December 31, 2024 the Oaktree assets increased the Group’s revenue and operating expense by $65,708 and
$31,626, respectively.

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The assets acquired and liabilities assumed were as follows:

Consideration paid |
Cash consideration | $177,550
Oaktree Seller's Note | 83,348
Elimination of Oaktree liability | (39,238)
Total consideration | $221,660
Net assets acquired |
Natural gas and oil properties | $315,611
Asset retirement obligations, asset portion | 63,770
Property, plant and equipment | 457
Restricted cash | 6,153
Derivative financial instruments, net | 39,841
Asset retirement obligations, liability portion | (63,770)
Borrowings | (132,576)
Other current liabilities | (7,826)
Net assets acquired | $221,660

Other Acquisitions
On December 30, 2024 the Group acquired certain upstream assets in the Central Region that are contiguous to its existing East Texas assets. The
Group paid purchase consideration of $1,181, inclusive of customary purchase price adjustments and transaction costs. Given the concentration of
assets, this transaction was considered an asset acquisition rather than a business combination.
2024 Divestitures
During the year ended December 31, 2024 , the Group divested certain other non-core undeveloped acreage across its operating footprint for
consideration of approximat ely $59,048 . Th e consideration received exceeded the carrying value of the net assets divested resulting in a gain on natural
gas and oil properties and equipment of $26,312 .
2023 Acquisitions
Tanos Energy Holdings II LLC (“Tanos II”) Asset Acquisition
On March 1, 2023 the Group acquired certain upstream assets and related infrastructure in the Central Region from Tanos II. Given the concentration of
assets, this transaction was considered an asset acquisition rather than a business combination. When making this determination management
performed an asset concentration test considering the fair value of the acquired assets. The Group paid purchase consideration of $262,329, inclusive of
transaction costs of $936 and customary purchase price adjustments. The Group funded the purchase with proceeds from the February 2023 equity
raise, cash on hand and existing availability on the Credit Facility for which the borrowing base was upsized concurrent to the closing of the Tanos II
transaction. Refer to Notes 16 and 21 for additional information regarding the Group’s share capital and borrowings. In the period from its acquisition to
December 31, 2023 the Tanos II assets increased the Group’s revenue by $45,589.
2023 Divestitures
Sale of Equity Interest in DP Lion Equity HoldCo LLC
In November 2023, the Group formed DP Lion Equity Holdco LLC, a limited-purpose, bankruptcy-remote, wholly-owned subsidiary, to issue Class A and
Class B asset-backed securities (collectively “ABS VII”) which are secured by certain upstream producing assets in Appalachia. The Class A and B asset
backed securities were issued in aggregate principal amounts of $142,000 and $20,000, respectively.
In December 2023 , the Group divested 80% of the equity ownership in DP Lion Equity Holdco LLC to outside investors, generating cash proceeds of
$30,000. The Group evaluated the remaining 20% interest in DP Lion Equity Holdco LLC and determined that the governance structure is such that th e
Group does not have the ability to exercise control, joint control, or significant influence over the DP Lion Equity Holdco LLC entity. Accordingly, this
entity is not consolidated within the Group’s financial statements as of December 31, 2023.
The consideration exceeded the fair value of the Group’s portion of the assets and liabilities divested resulting in a gain on sale of the equity interest of
$18,440. The Group’s remaining investment in the LLC is accounted for as an equity instrument at fair value in accordance with IFRS 9, Financial
Instruments (“IFRS 9”) and was $7,500 at December 31, 2023, which generated an unrealized gain of $4,610.
During 2024, the Group identified that the l iabilit y for revenues to be distributed of $7,375 associated with the divested wells in the DP Lion Holdco LLC
transaction was inappropriately relieved and should have remained consolidated within the Group Financial Statements. The Group assessed the error
and determined that it is immaterial, quantitatively and qualitatively, to the 2023 and 2024 Group Financial Statements. Accordingly, the error has been
corrected as an out of period adjustment in the current year within the “Gain (loss) on sale of equity interest” line item in the Group’s Statement of
Comprehensive Income.
Other 2023 Divestitures
On July 17, 2023, the Group sold undeveloped acreage in Oklahoma, within the Group’s Central Region, for net consideration of approximately $16,060.
The consideration received exceeded the fair value of the net assets divested resulting in a gain on natural gas and oil properties and equipment of
$13,619.
On June 27, 2023, the Group sold certain non-core, non-operated assets within its Central Region for gross consideration of approximately $37,589. The
divested assets were located in Texas and Oklahoma and consisted of non-operated wells and the associated leasehold acreage that was acquired as

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part of the ConocoPhillips Asset Acquisition in September 2022. This sale of non-operated and non-core assets aligns with the Group’s application of the
Smarter Asset Management strategy and its strategic focus on operated proved developed producing assets.
Additionally, during the year ended December 31, 2023, the Group divested certain other non-core undeveloped acreage across its operating footprint
for consideration of approximately $12,100. The consideration received exceeded the fair value of the net assets divested resulting in a gain on natural
gas and oil properties and equipment of $10,547.
2022 Acquisitions
ConocoPhillips Asset Acquisition
On September 27, 2022 the Group acquired certain upstream assets and related facilities within the Central Region from ConocoPhillips. Given the
concentration of assets, this transaction was considered an asset acquisition rather than a business combination. When making this determination
management performed an asset concentration test considering the fair value of the acquired assets. The Group paid purchase consideration of
$209,766, including customary purchase price adjustments. Transaction costs associated with the acquisition were negligible. The Group funded the
purchase with available cash on hand and a draw on the Credit Facility. In the period from its acquisition to December 31, 2022 the ConocoPhillips
assets increased the Group’s revenue by $25,217.
East Texas Asset Acquisition (“East Texas I”)
On April 25, 2022 , the Group acquired a proportionate 52.5% working interest in certain upstream assets and related facilities within the Central Region
from a private seller in conjunction with Oaktree, via the previously disclosed participation agreement between the two parties. Given the concentration
of assets, this transaction was considered an asset acquisition rather than a business combination. When making this determination, the Group
performed an asset concentration test considering the fair value of the acquired assets. The Group paid purchase consideration of $47,468, including
customary purchase price adjustments. Transaction costs associated with the acquisition were $1,550. The Group funded the purchase with available
cash on hand and a draw on the Credit Facility.
Other 2022 Acquisitions
During the period ended December 31, 2022 the Group acquired three asset retirement companies for an aggregate consideration of $13,949 , inclusive
of customary purchase price adjustments. The Group also paid an additional $3,150 in deferred consideration through November 2024. During the year
ended December 31, 2024 and 2023, the Group paid $1,050 and $2,100 , respectively, of the deferred consideration. When evaluating these
transactions, the Group determined they did not have significant asset concentrations and as a result it had acquired identifiable sets of inputs,
processes and outputs and concluded the transactions were business combinations.
On April 1, 2022 the Group acquired certain midstream assets, inclusive of a processing facility, in the Central Region that are contiguous to its existing
East Texas assets. The Group paid purchase consideration of $10,139, inclusive of customary purchase price adjustments and transaction costs. When
evaluating the transaction, the Group determined it did not have significant asset concentration and as a result it had acquired an identifiable set of
inputs, processes and outputs and accordingly concluded the transaction was a business combination. The fair value of the net assets acquired was
$10,742 generating a bargain purchase gain of $603.
On November 21, 2022 the Group acquired certain midstream assets in the Central Region that are contiguous to its existing East Texas assets. The
Group paid purchase consideration of $7,438 , inclusive of customary purchase price adjustments and transaction costs. Given the concentration of
assets, this transaction was considered an asset acquisition rather than a business combination.
Transaction costs associated with the other acquisitions noted above were insignificant and the Group funded the aggregate cash consideration with
existing cash on hand.
Subsequent Events
On February 27, 2025 , the Group announced the completion of its previously announced acquisition of certain upstream assets and related
infrastructure within Virginia, West Virginia, and Alabama of the Appalachian Region from Summit for a gross purchase price of approximately $45,000
before customary purchase price adjustments. The transaction was funded through the new ABS X Notes collateralized, in part, by the acquired assets.
Refer to Note 21 for additional information regarding debt.
On March 14, 2025, the Group announced the completion of its previously announced Maverick acquisition for a gross purchase price of approximately
$1,275,000 . The transaction was funded through the assumption of approximately $700,000 of Maverick debt outstanding, the issuance of 21,194,213
new ordinary shares direct to the unitholders of Maverick, and approximately $207,000 in cash on hand. Refer to Notes 16 and 21 for additional
information regarding share capital and debt.
Note 6 - Revenue
(Amounts in thousands, except share, per share and per unit data)
The Group extracts and sells natural gas, NGLs and oil to a variety of customers and operates most of the wells on behalf of customers and other
working interest owners. Additionally, the Group offers gathering and transportation services, as well as asset retirement and other services to third
parties. All revenue is generated within the U.S.

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The following table reconciles the Group's revenue for the periods presented:

| Year Ended
| December 31, 2024 | December 31, 2023 | December 31, 2022
Natural gas | $464,600 | $557,167 | $1,544,658
NGLs | 150,513 | 141,321 | 188,733
Oil | 117,146 | 103,911 | 139,620
Total commodity revenue | $732,259 | $802,399 | $1,873,011
Midstream | 32,535 | 30,565 | 32,798
Other(a) | 30,047 | 35,299 | 13,540
Total revenue | $794,841 | $868,263 | $1,919,349

(a) Includes $16,305, $28,360, and $9,246 in third party plugging revenue and $13,742 , $6,939, and $4,294 in other revenue for the years ended December 31, 2024,
2023 , and 2022, respectively. Refer to Note 3 for additional information.
A significant portion of the Group’s trade receivables stem from sales of natural gas, NGLs and oil, as well as operational services. These receivables are
uncollateralized and typically collected within 30 to 60 days.
For the years ended December 31, 2024, 2023 and 2022, no single customer accounted for more than 10% of total revenues.
Note 7 - Expenses by Nature
(Amounts in thousands, except share, per share and per unit data)
The table below details the Group's expenses for the periods presented:

| Year Ended
| December 31, 2024 | December 31, 2023 | December 31, 2022
LOE(a) | $231,651 | $213,078 | $182,817
Production taxes(b) | 36,043 | 61,474 | 73,849
Midstream operating expenses(c) | 70,747 | 69,792 | 71,154
Transportation expenses(d) | 90,461 | 96,218 | 118,073
Total operating expenses | $428,902 | $440,562 | $445,893
Depreciation and amortization | 59,358 | 56,453 | 51,877
Depletion | 197,126 | 168,093 | 170,380
Total depreciation, depletion and amortization | $256,484 | $224,546 | $222,257
Employees, administrative costs and professional services(e) | 86,885 | 78,659 | 77,172
Costs associated with acquisitions(f) | 11,573 | 16,775 | 15,545
Other adjusting costs(g) | 22,375 | 17,794 | 69,967
Non-cash equity compensation(h) | 8,286 | 6,494 | 8,051
Total G&A | $129,119 | $119,722 | $170,735
Recurring allowance for credit losses(i) | 101 | 8,478 | —
Total expenses | $814,606 | $793,308 | $838,885
Aggregate remuneration (including Directors): |  |  |
Wages and salaries | $133,024 | $124,834 | $113,267
Payroll taxes | 10,380 | 10,163 | 9,516
Benefits | 29,252 | 31,912 | 23,828
Total employees and benefits expense | $172,656 | $166,909 | $146,611

(a) LOE encompasses costs incurred to maintain producing properties. These costs include direct and contract labor, repairs and maintenance, emissions reduction
initiatives, water hauling, compression, automobile, insurance, and materials and supplies expenses.
(b) Production taxes consist of severance and property taxes. Severance taxes are typically paid on produced natural gas, NGLs and oil at fixed rates set by federal, state or
local taxing authorities. Property taxes are generally based on the valuation of the Group’s natural gas and oil properties and midstream assets by the taxing
jurisdictions.
(c) Midstream operating expenses are the daily costs of operating the Group’s owned midstream assets, including employee and benefit expenses.
(d) Transportation expenses are the daily costs incurred from third-party systems to gather, process, and transport the Group’s natural gas, NGLs and oil.
(e) Employees, administrative costs and professional services include payroll and benefits for our administrative and corporate staff, costs of maintaining administrative and
corporate offices, managing our production operations, franchise taxes, public company costs, fees for audit and other professional services, and legal compliance.
(f) Costs associated with acquisitions are related to the integration of acquisitions, which vary for each acquisition. For acquisitions classified as business combinations,

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these costs include transaction costs directly associated with a successful acquisition. They also encompass costs related to transition service arrangements, where the
Group pays the seller of the acquired entity a fee to manage G&A functions until full integration of the assets. Additionally, these costs include costs to cover expenses
for integrating IT systems, consulting, and internal workforce efforts directly related to incorporating acquisitions into the Group’s systems.
(g) Other adjusting costs for the year ended December 31, 2024, were primarily associated with legal and professional fees related to the U.S. listing, legal fees for certain
litigation, and expenses associated with unused firm transportation agreements. For the year ended December 31, 2023, these costs were primarily related to legal and
professional fees for the U.S. listing, legal fees for certain litigation, and expenses for unused firm transportation agreements. For the year ended December 31, 2022,
these costs mainly included $28,345 in contract terminations, which enabled the Group to secure more favorable future pricing, and $31,099 in deal breakage and/or
sourcing costs for acquisitions.
(h) Non-cash equity compensation represents the expense recognition for share-based compensation provided to key members of the management team. Refer to Note 17
for additional details on non-cash share-based compensation.
(i) Allowance for credit losses consists of the recognition and reversal of credit losses. Refer to Note 14 for additional information regarding credit losses.
The following table presents the number of employees as of the dates presented (employee count not shown in thousands):

| As of
| December 31, 2024 | December 31, 2023 | December 31, 2022
Number of production support employees, including Executive Directors | 402 | 389 | 362
Number of production employees | 1,187 | 1,214 | 1,220
Workforce | 1,589 | 1,603 | 1,582

The following table presents the average number of employees for the periods presented (employee count not shown in thousands):

| Year Ended
| December 31, 2024 | December 31, 2023 | December 31, 2022
Average workforce, including Executive Directors | 1,571 | 1,593 | 1,512

The Group defines key management personnel as the executive and non-executive Directors. Bradley G. Gray is excluded from the executive Director
remuneration below for the year ended December 31, 2024 and is included for the years ended December 31, 2023 and 2022. Mr. Gray wa s a Director
through September 15, 2023. The fixed pay figures included in the table represent Mr. Gray’s prorated compensation for the year ended December
31, 2023. The Directors’ remuneration was as follows for the periods presented:

| Year Ended
| December 31, 2024 | December 31, 2023 | December 31, 2022
Executive Directors |  |  |
Salary | $780 | $1,073 | $1,157
Taxable benefits(a) | 17 | 20 | 24
Benefit plan(b) | 42 | 46 | 73
Bonus(c) | 1,160 | 1,130 | 1,631
Long-term incentives(c) | 1,541 | 2,322 | 3,193
Total Executive Directors' remuneration | 3,540 | 4,591 | 6,078
Non-Executive Directors |  |  |
Fees | 1,050 | 994 | 911
Total Non-Executive Directors' remuneration | 1,050 | 994 | 911
Total remuneration | $4,590 | $5,585 | $6,989

(a) Taxable benefits were comprised of Group paid life insurance premiums and automobile reimbursements.
(b) Reflects matching contributions under the Group’s 401(k) plan and health insurance benefits.
(c) Further details of the bonus outcome for 2024 and long-term incentives can be found in the Remuneration Committee’s Report within this Annual Report .
Details of the highest paid Director’s aggregate emoluments and amounts receivable under long-term incentive schemes are disclosed in the
Remuneration Committee’s Report within this Annual Report.

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Auditors’ remuneration for the periods presented was as follows:

| Year Ended
| December 31, 2024 | December 31, 2023 | December 31, 2022
Auditors' remuneration |  |  |
Fees payable to the Group’s external auditors and their associates for the audit of the consolidated financial statements (a) | $3,198 | $2,140 | $1,790
Fees payable for the audit of the financial statements of the Company's subsidiaries (b) | 100 | 150 | 160
Audit-related assurance services(c) | 756 | 1,078 | 874
Other assurance services | 9 | 13 | —
Total auditors' remuneration | $4,063 | $3,381 | $2,824

(a) The 2024 and 2023 fees include $348 and $249, respectively, for additional fees agreed upon and billed after signing the 2023 and 2022 consolidated accounts,
respectively.
(b) The 2022 fees were revised to reflect additional scope change for the audit of the subsidiary accounts.
(c) Fees related to the Group’s interim review and capital market activities, which are outside the scope of the audit of the consolidated financial statements. The 2022 fees
were revised to reflect additional work performed for the interim review.
Note 8 - Taxation
(Amounts in thousands, except share, per share and per unit data)
The Group files a consolidated U.S. federal tax return, multiple state tax returns, and a separate UK tax return for the Parent entity. The consolidated
taxable income includes an allocable portion of income from the Group’s previous co-investment with Oaktree and its investment in the Chesapeake
Granite Wash Trust. Income taxes are provided for the tax effects of transactions reported in the Group Financial Statements and consist of taxes
currently due, plus deferred taxes related to differences between the basis of assets and liabilities for financial and income tax reporting.
For the taxable years ended December 31, 2024 , 2023 , and 2022, the Group had a tax benefit of $136,951, an expense of $240,643, and a benefit of
$178,904, respectively. The effective tax rate used for the year ended December 31, 2024 was 61.2%, compared to 24.1% for the year ended
December 31, 2023, and 22.4% for the year ended December 31, 2022.
The effective tax rate for December 31, 2024 was primarily influenced by the recognition of the federal marginal well tax credit available to qualified
producers. The effective tax rate for December 31, 2023 was mainly affected by changes in state taxes due to acquisitions and recurring permanent
differences. The effective tax rate for December 31, 2022 was primarily impacted by changes in state taxes resulting from acquisitions.
The federal government provides marginal well tax credits to encourage companies to continue operating lower-volume wells during periods of low
prices, thereby maintaining the jobs they create and the state and local tax revenues they generate for communities to support schools, social
programs, law enforcement, and other public services. These credits, prescribed by Internal Revenue Code Section 45I, are available for certain natural
gas production from qualifying wells. These credits benefit wells producing less than 90 Mcfe per day when market prices for natural gas in the previous
tax year are relatively low. The Group benefited from these credits due to its portfolio of long-life, low-decline conventional wells. These credits were not
available for the tax years 2023 and 2022 due to improved commodity prices during 2022 and 2021.
The provision for income taxes in the Consolidated Statement of Comprehensive Income is summarized below:

| Year Ended
| December 31, 2024 | December 31, 2023 | December 31, 2022
Current income tax (benefit) expense |  |  |
Federal (benefit) expense | $(18,238) | $7,289 | $(513)
State (benefit) expense | 1,122 | 5,902 | 2,841
Foreign - UK (benefit) expense | 234 | — | 107
Total current income tax (benefit) expense | $(16,882) | $13,191 | $2,435
Deferred income tax (benefit) expense |  |  |
Federal (benefit) expense | $(111,003) | $202,133 | $(169,531)
State (benefit) expense | (9,016) | 25,460 | (11,863)
Foreign - UK (benefit) expense | (50) | (141) | 55
Total deferred income tax (benefit) expense | $(120,069) | $227,452 | $(181,339)
Total income tax (benefit) expense | $(136,951) | $240,643 | $(178,904)

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The effective tax rates and differences between the statutory U.S. federal income tax rate and the effective tax rates are summarized as follows:

| Year Ended
| December 31, 2024 | December 31, 2023 | December 31, 2022
Income (loss) before taxation | $(223,952) | $1,000,344 | $(799,502)
Income tax benefit (expenses) | 136,951 | (240,643) | 178,904
Effective tax rate | 61.2% | 24.1% | 22.4%

| Year Ended
| December 31, 2024 | December 31, 2023 | December 31, 2022
Expected tax at statutory U.S. federal income tax rate | 21.0% | 21.0% | 21.0%
State income taxes, net of federal tax benefit | 3.7% | 3.1% | 1.2%
Federal credits | 41.3% | 0.0% | 0.0%
Other, net | (4.8%) | 0.0% | 0.2%
Effective tax rate | 61.2% | 24.1% | 22.4%

The Group had a net deferred tax asset of $251,276 at December 31, 2024, compared to a net deferred tax asset of $131,206 at December 31, 2023 .
This change was primarily due to a poor commodity price environment generating unrealized gains for unsettled derivatives not recognized for tax
purposes as well as the recognition on marginal well credits. The Group had a net deferred tax asset of $131,206 at December 31, 2023, compared to a
net deferred tax asset of $358,666 at December 31, 2022. This change was primarily due to a poor commodity price environment generating unrealized
gains for unsettled derivatives not recognized for tax purposes. The balance sheet presentation considers the offsetting of deferred tax assets and
liabilities within the same tax jurisdiction, where permitted. The overall deferred tax position in a particular tax jurisdiction determines if a deferred tax
balance related to that jurisdiction is presented within deferred tax assets or liabilities.
The table below presents the components of the net deferred tax asset (liability) included in non-current assets (liabilities) as of the periods presented:

| December 31, 2024 | December 31, 2023
Deferred tax asset |  |
Asset retirement obligations | $157,035 | $103,998
Derivative financial instruments | 191,512 | 153,057
Allowance for doubtful accounts | 4,099 | 4,235
Net operating loss carryover | 4,425 | 686
Federal tax credits carryover | 233,969 | 163,158
163(j) interest expense limitation | 41,031 | 24,324
Total deferred tax asset | $632,071 | $449,458
Deferred tax liability |  |
Amortization and depreciation | $(352,059) | $(252,587)
Investment in partnerships | (5,233) | (60,067)
Other | (23,503) | (5,598)
Total deferred tax liability | $(380,795) | $(318,252)
Net deferred tax asset (liability) | $251,276 | $131,206
Balance sheet presentation |  |
Deferred tax asset | $259,287 | $144,860
Deferred tax liability | (8,011) | (13,654)
Net deferred tax asset (liability) | $251,276 | $131,206

In assessing the realizability of deferred tax assets, the Group considers whether it is probable that some or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets depends on generating future taxable income during the periods in which those temporary
differences become deductible or before credits expire. The Group evaluates the scheduled reversal of deferred tax liabilities, projected future taxable
income, and tax planning strategies in making this assessment. At this time, the Group has determined it will have sufficient future taxable income to
recognize its deferred tax assets.

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The Group reported the effects of deferred tax expense as of and for the year ended December 31, 2024:

| Opening Balance | Consolidated Statement of Comprehensive Income | Other(a) | Closing Balance
Asset retirement obligations | $103,998 | $53,037 | $— | $157,035
Allowance for doubtful accounts | 4,235 | (136) | — | 4,099
Net operating loss carryover | 686 | 3,739 | — | 4,425
Federal tax credits carryover | 163,158 | 70,811 | — | 233,969
Property, plant, and equipment and natural gas and oil properties | (252,587) | (99,472) | — | (352,059)
Derivative financial instruments | 153,057 | 38,455 | — | 191,512
Investment in partnerships | (60,067) | 54,834 | — | (5,233)
163(j) interest expense limitation | 24,324 | 16,707 |  | 41,031
Other | (5,598) | (17,906) | 1 | (23,503)
Total deferred tax asset (liability) | $131,206 | $120,069 | $1 | $251,276

(a) Amounts primarily relate to deferred taxes acquired as part of acquisition purchase accounting.
The Group reported the effects of deferred tax expense as of and for the year ended December 31, 2023:

| Opening Balance | Consolidated Statement of Comprehensive Income | Other(a) | Closing Balance
Asset retirement obligations | $92,393 | $11,605 | $— | $103,998
Allowance for doubtful accounts | 2,378 | 1,857 | — | 4,235
Net operating loss carryover | 3,865 | (3,179) | — | 686
Federal tax credits carryover | 184,975 | (21,817) | — | 163,158
Property, plant, and equipment and natural gas and oil properties | (255,440) | 2,853 | — | (252,587)
Derivative financial instruments | 378,918 | (225,861) | — | 153,057
Investment in partnerships | (82,930) | 8,570 | 14,293 | (60,067)
163(j) interest expense limitation | 15,573 | 8,751 |  | 24,324
Other | 18,934 | (10,231) | (14,301) | (5,598)
Total deferred tax asset (liability) | $358,666 | $(227,452) | $(8) | $131,206

(a) Amounts primarily relate to a deferred taxes reclass for comparative purposes.
The Group reported the effects of deferred tax expense as of and for the year ended December 31, 2022:

| Opening Balance | Consolidated Statement of Comprehensive Income | Other(a) | Closing Balance
Asset retirement obligations | $114,182 | $(21,789) | $— | $92,393
Allowance for doubtful accounts | 1,734 | 644 | — | 2,378
Net operating loss carryover | 562 | 3,360 | (57) | 3,865
Federal tax credits carryover | 183,460 | 1,515 | — | 184,975
Property, plant, and equipment and natural gas and oil properties | (266,987) | 11,360 | 187 | (255,440)
Derivative financial instruments | 202,802 | 176,116 | — | 378,918
Investment in partnerships | (72,105) | (11,068) | 243 | (82,930)
163(j) interest expense limitation | — | 15,573 | — | 15,573
Other | 13,306 | 5,628 | — | 18,934
Total deferred tax asset (liability) | $176,954 | $181,339 | $373 | $358,666

(a) Amounts primarily relate to deferred taxes acquired as part of acquisition purchase accounting.
The Group’s material deferred tax assets and liabilities all originate in the U.S.

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For U.S. federal tax purposes, the Group is taxed as a single consolidated entity. The Group’s co-investments with Oaktree and its investment in the
Chesapeake Granite Wash Trust are taxed as partnerships that pass through to the Group’s consolidated return. The Group is also subject to additional
taxes in its domiciled jurisdiction of the UK. For the years ended December 31, 2024, 2023, and 2022, the Group incurred a expense of $234, no tax
impact, and an expense of $107 in the UK, respectively.
The Organization for Economic Cooperation and Development (“OECD”) has proposed model rules for a global minimum tax of 15% of reported profits
(“Pillar Two”) that has been agreed upon in principle by over 140 countries. While the U.S. has not yet enacted rules implementing Pillar Two, the U.K.
has. This is relevant to the Company as it is resident in the U.K. for corporation tax purposes. The Finance (No. 2) Act 2023 (the “UK Act”) was enacted
on July 11, 2023, and implements the OECD’s Base Erosion & Profit Shifting (“BEPS”) Pillar Two Income Inclusion Rule and a ‘Qualifying Domestic
Minimum Top-up Tax’ for accounting periods beginning on or after December 31, 2023. The UK Act also includes a transitional safe harbor election for
accounting periods beginning on or before December 31, 2026. Although the Pillar Two rules can lead to additional taxes, including taxes on our profits
in the U.S., the Group anticipates qualifying for a transitional safe harbor under the Pillar Two rules. We have undertaken an assessment and evaluated
the impact of these rules based on the Group’s results for the year ended December 31, 2024 and the Group believes it will not have a material impact
on its financial position, results of operations, or cash flows due to the availability of a transitional safe harbor for the year ended December 31, 2024.
The Group will continue to evaluate the potential consequences of Pillar Two on its longer-term financial position. The Group has applied the exception
to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.
The Group had no uncertain tax position liabilities as of December 31, 2024 , 2023 or 2022.
As of December 31, 2024, the Group had U.S. federal net operating loss carryforwards (“NOLs”) of approximately $1,570, of which $1,474 are subject to
limitation. Additionally, the Group had $6,494 U.S. state NOLs.
The Group had U.S. marginal well tax credit carryforwards of approximately $233,969 as of December 31, 2024, compared to $163,158 as of
December 31, 2023, and $184,975 as of December 31, 2022. As discussed earlier, the federal tax credit is intended to benefit wells producing less than
90 Mcfe per day when market prices for natural gas are relatively low. Due to the low commodity price environment in 2023, the Group generated
federal tax credits of $91,831 for the year ended December 31, 2024. These tax credits expire between 2040 and 2044.
The Group had $14,203 U.S. federal capital loss carryforwards as of December 31, 2024, compared to none as of December 31, 2023, and $21,401 as
of December 31, 2022. For the year ended December 31, 2024, no capital loss carryforwards expired. The Group utilized some existing capital loss
carryforward in the amount of $10 in 2024, resulting in a capital loss carryforward going into 2025.
The Group completed a Section 382 study through December 31, 2024 in accordance with the Internal Revenue Code of 1986, as amended. The study
concluded that the Group has not experienced an ownership change since the last ownership change on January 31, 2018. If the Group experiences an
ownership change, tax credit carryforwards can be utilized but are limited each year and could expire before being fully utilized. The Directors expect
the tax credit carryforwards, limited by the January 31, 2018 ownership change, to be fully available for utilization by 2025.
Note 9 - Earnings (Loss) Per Share
(Amounts in thousands, except share, per share and per unit data)
Basic earnings (loss) per share are calculated based on net income (loss) and the weighted average number of shares outstanding during the period.
Diluted earnings per share is based on net income and the weighted average number of shares outstanding, plus the weighted average number of
shares that would be issued if dilutive share-based compensation awards were converted into shares on the last day of the reporting period. For both
basic and diluted earnings (loss) per share calculations, the weighted average number of shares outstanding excludes shares held as treasury shares in
the Employee Benefit Trust (“EBT”), which are treated the same as shares held in the treasury reserve for accounting purposes. Refer to Note 16 for
additional information regarding the EBT.
Basic and diluted earnings (loss) per share were calculated as follows for the periods presented:

|  | Year Ended
| Calculation | December 31, 2024 | December 31, 2023 | December 31, 2022
Net income (loss) attributable to Owners of Diversified Energy Company PLC | A | $(88,272) | $758,018 | $(625,410)
Weighted average shares outstanding - basic | B | 48,031,916 | 47,165,380 | 42,203,974
Dilutive impact of potential shares |  | — | 349,141 | —
Weighted average shares outstanding - diluted | C | 48,031,916 | 47,514,521 | 42,203,974
Earnings (loss) per share - basic | = A/B | $(1.84) | $16.07 | $(14.82)
Earnings (loss) per share - diluted | = A/C | $(1.84) | $15.95 | $(14.82)
Potentially dilutive shares(a) |  | 640,568 | 54,133 | 766,723

(a) Outstanding share-based compensation awards excluded from the diluted EPS calculation because their effect would have been anti-dilutive.

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Note 10 - Natural Gas & Oil Properties
(Amounts in thousands, except share, per share and per unit data)
The following table summarizes the Group's natural gas and oil properties for the periods presented:

| Year Ended
| December 31, 2024 | December 31, 2023 | December 31, 2022
Costs |  |  |
Beginning balance | $3,206,739 | $3,062,463 | $2,866,353
Additions(a) | 655,080 | 353,888 | 219,490
Disposals(b) | (42,627) | (209,612) | (23,380)
Ending balance | $3,819,192 | $3,206,739 | $3,062,463
Depletion and impairment |  |  |
Beginning balance | $(716,364) | $(506,655) | $(336,275)
Depletion expense | (197,126) | (168,093) | (170,380)
Impairment | — | (41,616) | —
Ending balance | $(913,490) | $(716,364) | $(506,655)
Net book value | $2,905,702 | $2,490,375 | $2,555,808

(a) For the year ended December 31, 2024 , the Group added $613,401 from material acquisitions and $6,521 from normal revisions to the Group’s asset retirement
obligations. The remaining changes were primarily due to recurring capital expenditures. In 2023, the Group added $266,306 from acquisitions and $42,650 from
normal revisions to the Group’s asset retirement obligations. The remaining changes were primarily due to recurring capital expenditures. In 2022, the Group added
$285,212 from acquisitions and $98,802 from normal revisions to the Group’s asset retirement obligations. The remaining additions were primarily due to capital
expenditures for completing five Tapstone wells under development as of December 31, 2021, and seven additional wells in which the Group participated with a non-
operating interest in Appalachia. The remaining changes were primarily due to recurring capital expenditures.
(b) For the year ended December 31, 2024 , the Group divested $32,736 in undeveloped acreage. In 2023, the Group divested $202,886 in natural gas and oil properties
related to the sale of equity interest in DP Lion Equity Holdco LLC, the divested assets previously acquired as part of the ConocoPhillips Asset Acquisition, and other
proved properties and undeveloped acreage divestitures. Disposals for the year ended December 31, 2022 were associated with divestitures of natural gas and oil
properties in the normal course of business, none of which were material.
Impairment Assessment for Natural Gas and Oil Properties
For the period ended December 31, 2024, the Directors assessed indicators of impairment, noting that commodity prices showed moderate
strengthening. As a result of this assessment, no indicators of impairment were identified for the year ended December 31, 2024.
For the year ended December 31, 2023, the Group determined that the carrying amounts of certain proved properties for two fields were not
recoverable from future cash flows and recognized an impairment charge of $41,616. No such impairment was recorded during the year ended
December 31, 2022.
Note 11 - Property, Plant & Equipment
(Amounts in thousands, except share, per share and per unit data)
The following tables summarize the Group’s property, plant and equipment for the periods presented:

| Year Ended December 31, 2024
| Buildings and Leasehold Improvements | Equipment | Motor Vehicles | Midstream Assets | Other Property and Equipment | Total
Costs |  |  |  |  |  |
Beginning balance | $48,255 | $32,236 | $71,175 | $455,128 | $26,293 | $633,087
Additions(a) | 2,978 | 3,066 | 19,243 | 22,597 | 2,614 | 50,498
Disposals | (1,391) | (3,577) | (7,473) | (1,575) | (658) | (14,674)
Ending balance(b) | $49,842 | $31,725 | $82,945 | $476,150 | $28,249 | $668,911
Accumulated depreciation |  |  |  |  |  |
Beginning balance | $(4,161) | $(8,722) | $(36,142) | $(123,458) | $(4,396) | $(176,879)
Period changes | (1,626) | (3,400) | (13,990) | (31,054) | (3,412) | (53,482)
Disposals | 599 | 2,325 | 5,935 | 1,473 | 658 | 10,990
Ending balance | $(5,188) | $(9,797) | $(44,197) | $(153,039) | $(7,150) | $(219,371)
Net book value | $44,654 | $21,928 | $38,748 | $323,111 | $21,099 | $449,540

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| Year Ended December 31, 2023
| Buildings and Leasehold Improvements | Equipment | Motor Vehicles | Midstream Assets | Other Property and Equipment | Total
Costs |  |  |  |  |  |
Beginning balance | $47,682 | $30,369 | $66,389 | $433,484 | $23,743 | $601,667
Additions(a) | 1,134 | 3,964 | 11,715 | 21,644 | 4,039 | 42,496
Disposals | (561) | (2,097) | (6,929) | — | (1,489) | (11,076)
Ending balance(b) | $48,255 | $32,236 | $71,175 | $455,128 | $26,293 | $633,087
Accumulated depreciation |  |  |  |  |  |
Beginning balance | $(3,607) | $(7,627) | $(29,194) | $(95,826) | $(2,553) | $(138,807)
Period changes | (581) | (3,024) | (12,887) | (27,632) | (2,720) | (46,844)
Disposals | 27 | 1,929 | 5,939 | — | 877 | 8,772
Ending balance | $(4,161) | $(8,722) | $(36,142) | $(123,458) | $(4,396) | $(176,879)
Net book value | $44,094 | $23,514 | $35,033 | $331,670 | $21,897 | $456,208

| Year Ended December 31, 2022
| Buildings and Leasehold Improvements | Equipment | Motor Vehicles | Midstream Assets | Other Property and Equipment | Total
Costs |  |  |  |  |  |
Beginning balance | $41,684 | $9,492 | $45,562 | $398,663 | $16,039 | $511,440
Additions(a) | 9,421 | 20,886 | 22,399 | 34,835 | 7,704 | 95,245
Disposals | (3,423) | (9) | (1,572) | (14) | — | (5,018)
Ending balance(b) | $47,682 | $30,369 | $66,389 | $433,484 | $23,743 | $601,667
Accumulated depreciation |  |  |  |  |  |
Beginning balance | $(2,078) | $(4,089) | $(20,186) | $(69,501) | $(1,606) | $(97,460)
Period changes | (1,819) | (3,547) | (10,270) | (26,330) | (947) | (42,913)
Disposals | 290 | 9 | 1,262 | 5 | — | 1,566
Ending balance | $(3,607) | $(7,627) | $(29,194) | $(95,826) | $(2,553) | $(138,807)
Net book value | $44,075 | $22,742 | $37,195 | $337,658 | $21,190 | $462,860

(a) Of the $50,498 in additions for 2024 , $2,036 was related to acquisitions and $19,007 was associated with right-of-use asset additions for new leases. Of the $42,496 in
additions for 2023, $234 was related to acquisitions and $13,279 was associated with right-of-use asset additions for new leases. Of the $95,245 in additions for 2022 ,
$26,815 was related to acquisitions and $11,295 was associated with right-of-use asset additions for new leases. The remaining capital expenditures were due to
recurring capital needs and enhanced sustainability efforts. Refer to Notes 5 and 20 for additional information regarding acquisitions and leases, respectively. The
remaining additions were related to routine capital projects on the Group’s compressor and gathering systems, as well as vehicle and equipment additions.
(b) Buildings and leasehold improvements and motor vehicles include right-of-use assets associated with the Group’s leases. Refer to Note 20 for additional information
regarding leases.
The Group continued to utilize certain fully depreciated assets during the years ended December 31, 2024, 2023 and 2022 with an original cost basis of
$29,179, $6,546 and $9,222 , respectively.

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Note 12 - Intangible Assets
(Amounts in thousands, except share, per share and per unit data)
Intangible assets consisted of the following for the periods presented:

| Year Ended December 31, 2024
| Software | Other Acquired Intangibles | Total
Costs |  |  |
Beginning balance | $44,449 | $4,224 | $48,673
Additions(a) | 1,883 | — | 1,883
Disposals | (3,990) | (362) | (4,352)
Ending balance | $42,342 | $3,862 | $46,204
Accumulated amortization |  |  |
Beginning balance | $(28,500) | $(822) | $(29,322)
Period changes | (5,554) | (500) | (6,054)
Disposals | 3,990 | 362 | 4,352
Ending balance | $(30,064) | $(960) | $(31,024)
Net book value | $12,278 | $2,902 | $15,180

| Year Ended December 31, 2023
| Software | Other Acquired Intangibles | Total
Costs |  |  |
Beginning balance | $39,306 | $7,124 | $46,430
Additions(a) | 5,949 | — | 5,949
Disposals | (806) | (2,900) | (3,706)
Ending balance | $44,449 | $4,224 | $48,673
Accumulated amortization |  |  |
Beginning balance | $(22,517) | $(2,815) | $(25,332)
Period changes | (6,789) | (907) | (7,696)
Disposals | 806 | 2,900 | 3,706
Ending balance | $(28,500) | $(822) | $(29,322)
Net book value | $15,949 | $3,402 | $19,351

| Year Ended December 31, 2022
| Software | Other Acquired Intangibles | Total
Costs |  |  |
Beginning balance | $28,095 | $2,900 | $30,995
Additions(a) | 11,211 | 4,224 | 15,435
Disposals | — | — | —
Ending balance | $39,306 | $7,124 | $46,430
Accumulated amortization |  |  |
Beginning balance | $(15,192) | $(1,669) | $(16,861)
Period changes | (7,325) | (1,146) | (8,471)
Disposals | — | — | —
Ending balance | $(22,517) | $(2,815) | $(25,332)
Net book value | $16,789 | $4,309 | $21,098

(a) For the years ended December 31, 2024 , 2023 and 2022 additions were related to software enhancements and other acquired intangibles.
Note 13 - Derivative Financial Instruments

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(Amounts in thousands, except share, per share and per unit data)
The Group faces volatility in market prices and basis differentials for natural gas, NGLs and oil, affecting the predictability of its cash flows from
commodity sales. Additionally, the Group’s cash flows related to interest payments variable rate debt obligations can be impacted by fluctuations in
interest rate markets, depending on its debt structure. To manage these risks, the Group utilizes various derivative financial instruments. As of
December 31, 2024, these instruments included swaps, collars, basis swaps, stand-alone put and call options, and swaptions. Below is a description of
these instruments:

Swaps: | When the Group sells a swap, it agrees to receive a fixed price for the contract while paying a floating market price to the counterparty;
Collars: | Arrangements that include a fixed floor price (purchased put option) and a fixed ceiling price (sold call option) based on an index price have no net costs overall. At the contract settlement date, (1) when the index price is higher than the ceiling price, the Group pays the counterparty the difference between the index price and ceiling price, (2) when the index price is between the floor and ceiling prices, no payments are due from either party, and (3) when the index price is below the floor price, the Group will receive the difference between the floor price and the index price. Some collar arrangements may also include a sold put option with a strike price below the purchased put option. Known as a three- way collar, the structure operates similarly to the standard collar. However, when the index price settles below the sold put option, the Group pays the counterparty the difference between the index price and sold put option, effectively enhancing realized pricing by the difference between the price of the sold and purchased put options;
Basis swaps: | Arrangements that guarantee a price differential for commodities from a specified delivery point. When the Group sells a basis swap, it receives a payment from the counterparty if the price differential exceeds the stated terms of the contract. Conversely, if the price differential is less than the stated terms, the Group pays the counterparty;
Put options: | The Group purchases and sells put options in exchange for a premium. When the Group purchases a put option, it receives from the counterparty the excess amount (if any) by which the market price falls below the strike price of the put option at the time of settlement. If the market price is above the put option’s strike price, no payment is required from either party. Conversely, when the Group sells a put option, it pays the counterparty the excess amount (if any) by which the market price falls below the strike price of the put option at the time of settlement. If the market price is above the put option’s strike price, no payment is required from either party;
Call options: | The Group purchases and sells call options in exchange for a premium. When the Group purchases a call option, it receives from the counterparty the excess amount (if any) by which the market price exceeds the strike price of the call option at the time of settlement. If the market price is below the call option’s strike price, no payment is required from either party. When the Group sells a call option, it pays the counterparty the excess amount (if any) by which the market price exceeds the strike price of the call option at the time of settlement. If the market price is below the call option’s strike price, no payment is required from either party; and
Swaptions: | When the Group sells a swaption, the counterparty receives the option to enter into a swap contract at a specified price to be paid on the exercise date. If the counterparty exercises the swaption, the Group pays a floating market price to the counterparty and receives the fixed swap price from the counterparty.

The Group may elect to enter into offsetting transactions for the above instruments for the purpose of cancelling or terminating certain positions.
The following tables summarize the Group's calculated net fair value of derivative financial instruments as of the reporting date as follows:

Natural Gas Contracts |  | Weighted Average Price per Mcfe(a) |
Volume |  | Sold | Purchased | Sold | Purchased | Basis | Fair Value at
(Mmbtu) | Swaps | Puts | Puts | Calls | Calls | Differential | December 31, 2024
2025 |  |  |  |  |  |  |  |
Swaps | 213,686 | $3.30 | $— | $— | $— | $— | $— | $(67,387)
Two-way collars | 3,650 | — | — | — | 3.83 | 3.63 | — | 171
Three-way collars | 7,300 | — | 2.18 | 3.21 | 3.63 | — | — | (1,635)
Stand-alone calls, net(b) | 9,464 | — | — | — | 3.59 | — | — | (10,689)
Basis swaps | 232,542 | — | — | — | — | — | (0.62) | (23,810)
2026 |  |  |  |  |  |  |  |
Swaps | 171,222 | 3.25 | — | — | — | — | — | (124,800)
Two-way collars | 3,650 | — | — | — | 5.18 | 3.11 | — | (443)
Stand-alone calls, net(b) | 19,777 | — | — | — | 3.63 | — | — | (36,803)
Basis swaps | 107,801 | — | — | — | — | — | (0.53) | (7,508)
2027 |  |  |  |  |  |  |  |
Swaps | 147,104 | 3.25 | — | — | — | — | — | (92,004)
Two-way collars | 6,409 | — | — | 3.55 | 5.94 | — | — | 929
Stand-alone calls, net(b) | 10,950 | — | — | — | 3.63 | — | — | (28,776)
Basis swaps | 23,301 | — | — | — | — | — | (0.46) | (1,810)

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Natural Gas Contracts |  | Weighted Average Price per Mcfe(a) |
Volume |  | Sold | Purchased | Sold | Purchased | Basis | Fair Value at
(Mmbtu) | Swaps | Puts | Puts | Calls | Calls | Differential | December 31, 2024
2028 |  |  |  |  |  |  |  |
Swaps | 109,226 | 2.86 | — | — | — | — | — | (90,554)
Two-way collars | 10,502 | — | — | 4.14 | 6.68 | — | — | 6,578
Stand-alone calls, net(b) | 3,660 | — | — | — | 3.83 | — | — | (4,166)
Purchased puts | 7,978 | — | — | 3.11 | — | — | — | 2,890
Sold puts | 7,978 | — | 3.11 | — | — | — | — | (2,890)
Basis swaps | 7,557 | — | — | — | — | — | (0.36) | (662)
2029 |  |  |  |  |  |  |  |
Swaps | 73,265 | 2.70 | — | — | — | — | — | (58,058)
Two-way collars | 28,251 | — | — | 3.76 | 5.07 | — | — | 7,948
Basis swaps | 3,594 | — | — | — | — | — | (0.39) | (449)
2030 |  |  |  |  |  |  |  |
Swaps | 19,448 | 2.78 | — | — | — | — | — | (13,352)
Two-way collars | 30,099 | — | — | 3.63 | 4.26 | — | — | 5,934
Three-way collars | 6,276 | — | 1.86 | 3.14 | 3.89 | — | — | (1,306)
2031 |  |  |  |  |  |  |  |
Two-way collars | 38,595 | — | — | 3.63 | 4.24 | — | — | 9,728
Three-way collars | 5,909 | — | 1.86 | 3.14 | 3.89 | — | — | (974)
2032 |  |  |  |  |  |  |  |
Two-way collars | 9,190 | — | — | 3.63 | 4.24 | — | — | (327)
Three-way collars | 2,824 | — | 1.86 | 3.14 | 3.89 | — | — | (428)
Swaptions |  |  |  |  |  |  |  |
4/1/2026-3/31/2030(c) | 82,171 | 2.49 | — | — | — | — | — | (89,575)
4/1/2030-3/31/2032(d) | 42,627 | 2.49 | — | — | — | — | — | (37,307)
Total natural gas contracts | 1,446,006 |  |  |  |  |  |  | $(661,535)

(a) Rates have been converted from Btu to Mcfe using a Btu conversion factor of 1.04.
(b) Future cash settlements for deferred premiums.
(c) Option expires on March 23, 2026 .
(d) Option expires on March 22, 2030.

NGLs Contracts |  | Weighted Average Price per Bbl |
Volume |  | Sold | Fair Value at
(MBbls) | Swaps | Calls | December 31, 2024
2025 |  |  |  |
Swaps | 3,692 | $33.98 | $— | $(13,667)
Stand-alone calls | 913 | — | 30.07 | (5,013)
2026 |  |  |  |
Swaps | 3,195 | 32.38 | — | (6,626)
Stand-alone calls | 913 | — | 27.83 | (6,757)
2027 |  |  |  |
Swaps | 2,249 | 32.29 | — | (3,459)
2028 |  |  |  |
Swaps | 267 | 28.91 | — | (623)
Total NGLs contracts | 11,229 |  |  | $(36,145)

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Oil Contracts |  | Weighted Average Price per Bbl |
Volume |  | Purchased | Sold | Fair Value at
(MBbls) | Swaps | Puts | Calls | December 31, 2024
2025 |  |  |  |  |
Swaps | 1,409 | $62.44 | $— | $— | $(7,379)
Sold calls | 110 | — | — | 70.50 | (509)
2026 |  |  |  |  |
Swaps | 779 | 62.44 | — | — | (2,946)
Sold calls | 110 | — | — | 67.50 | (832)
2027 |  |  |  |  |
Swaps | 623 | 62.67 | — | — | (1,236)
Total oil contracts | 3,031 |  |  |  | $(12,902)

Interest | Principal Hedged |  | Fair Value at
Fixed-Rate | December 31, 2024
SOFR Interest Rate Swap | $5,520 | 4.15% | 235
Net fair value of derivative financial instruments as of December 31, 2024 |  |  | $(710,347)

When derivative assets and liabilities are with the same counterparty and a legal right of set-off exists under a master netting arrangement, netting their
fair values for financial reporting purposes is permitted. The Directors have elected to present these derivative assets and liabilities on a net basis when
these conditions are satisfied. The following table outlines the Group’s net derivatives as of the periods presented:

Derivative Financial Instruments | Consolidated Statement of Financial Position | December 31, 2024 | December 31, 2023
Assets: |  |  |
Non-current assets | Derivative financial instruments | $28,439 | $24,401
Current assets | Derivative financial instruments | 33,759 | 87,659
Total assets |  | $62,198 | $112,060
Liabilities |  |  |
Non-current liabilities | Derivative financial instruments | $(608,869) | $(623,684)
Current liabilities | Derivative financial instruments | (163,676) | (45,836)
Total liabilities |  | $(772,545) | $(669,520)
Net assets (liabilities): |  |  |
Net assets (liabilities) - non-current | Other non-current assets (liabilities) | $(580,430) | $(599,283)
Net assets (liabilities) - current | Other current assets (liabilities) | (129,917) | 41,823
Total net assets (liabilities) |  | $(710,347) | $(557,460)

The Group presents the fair value of derivative contracts on a net basis in the Consolidated Statement of Financial Position. Below is the impact of this
presentation on the Group’s recognized assets and liabilities for the specified periods:

| December 31, 2024
| Presented without Effects of Netting | Effects of Netting | As Presented with Effects of Netting
Non-current assets | $90,635 | $(62,196) | $28,439
Current assets | 77,801 | (44,042) | 33,759
Total assets | $168,436 | $(106,238) | $62,198
Non-current liabilities | (671,300) | 62,431 | (608,869)
Current liabilities | (207,483) | 43,807 | (163,676)
Total liabilities | $(878,783) | $106,238 | $(772,545)
Total net assets (liabilities) | $(710,347) | $— | $(710,347)

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| December 31, 2023
| Presented without Effects of Netting | Effects of Netting | As Presented with Effects of Netting
Non-current assets | $103,008 | $(78,607) | $24,401
Current assets | 198,806 | (111,147) | 87,659
Total assets | $301,814 | $(189,754) | $112,060
Non-current liabilities | (678,053) | 54,369 | (623,684)
Current liabilities | (181,221) | 135,385 | (45,836)
Total liabilities | $(859,274) | $189,754 | $(669,520)
Total net assets (liabilities) | $(557,460) | $— | $(557,460)

The Group recorded the following gains (losses) on derivative financial instruments in the Consolidated Statement of Comprehensive Income for the
specified periods:

| Year Ended
| December 31, 2024 | December 31, 2023 | December 31, 2022
Net gain (loss) on commodity derivatives settlements(a) | $151,289 | $178,064 | $(895,802)
Net gain (loss) on interest rate swaps(a) | 190 | (2,722) | (1,434)
Gain (loss) on foreign currency hedges(a) | — | (521) | —
Total gain (loss) on settled derivative instruments | $151,479 | $174,821 | $(897,236)
Gain (loss) on fair value adjustments of unsettled financial instruments(b) | (189,030) | 905,695 | (861,457)
Total gain (loss) on derivative financial instruments | $(37,551) | $1,080,516 | $(1,758,693)

(a) Represents the cash settlement of hedges that were settled during the period.
(b) Represents the change in fair value of financial instruments, net of the carrying value of hedges that were settled during the period.
All derivatives are defined as Level 2 instruments because their valuation relies on inputs other than quoted prices, that are observable for the assets
and liabilities.
Commodity Derivative Contract Modifications and Extinguishments
Occasionally, such as during the acquisition of producing assets, the completion of ABS financings, or in response to fluctuating price environments, the
Group may strategically modify, offset, terminate, or expand certain existing hedge positions. These modifications can involve changes to the volume of
production covered by contracts, the swap or strike price of specific derivative contracts, and other similar aspects of the derivative agreements. The
Group manages distinct, long-dated derivative contract portfolios for its ABS financings and Term Loans. Additionally, the Group maintains a separate
derivative contract portfolio for assets secured by the Credit Facility. These derivative contract portfolios associated with the Group’s ABS financings,
Term Loans , and Credit Facility are presented in the Group’s Statement of Financial Position.
The Group made no modifications in 2024.
2023 Modifications and Extinguishments
In February 2023, the Group sold puts in ABS III for approximately $9,045 and replaced them with swaps to maintain the appropriate level and
composition of derivatives at both the legal entity and full-company level. In August 2023, the Group monetized $9,240 in purchased puts associated
with its ABS hedge books and transitioned the monetized positions into long-dated swap agreements. The Group also monetized an additional $8,401 in
net modifications, primarily comprised of swap terminations. As these modifications were made in the normal course of business for the year ended
December 31, 2023, they are presented as an operating activity in the Consolidated Statement of Cash Flows.
In November 2023, the Group adjusted portions of its commodity derivative portfolio across its legal entities to ensure that it maintained the appropriate
level and composition at both the legal entity and full-Group level for the completion of the ABS VII financing arrangement. These portfolio adjustments
included novations of certain contracts to the legal entities holding the ABS VII Notes. The Group paid $6,376 for these portfolio adjustments. As these
modifications were associated with a borrowing transaction, these amounts are presented as a financing activity in the Consolidated Statement of Cash
Flows. Refer to Note 21 for additional information regarding ABS financing arrangements.
2022 Modifications and Extinguishments
In February 2022, the Group adjusted portions of its commodity derivative portfolio across its legal entities to ensure that it maintained the appropriate
level and composition at both the legal entity and full-Group level for the completion of the ABS III and ABS IV financing arrangements. The Group
completed these adjustments by entering into new commodity derivative contracts and novating certain derivative contracts to the legal entities holding
the ABS III and ABS IV notes. The Group paid $41,823 for these portfolio adjustments, driven primarily by the purchase of long-dated puts for ABS III
and ABS IV that collectively increased the value of the Group’s derivative position by an equal amount, and were required under the respective ABS III
and ABS IV indentures. The Group recorded payments for offsetting positions as new derivative financial instruments and applied extinguishment
payments against the existing commodity contracts in its Consolidated Statement of Financial Position.
In May 2022, and in October 2022 the Group completed the ABS V and ABS VI financing arrangements, respectively, and made similar commodity
derivative portfolio adjustments to maintain the appropriate level and composition of derivatives at both the legal entity and full-Group level. The Group
paid $31,250, driven primarily by the purchase of long-dated puts that increased the value of the Group’s derivative position by an equal amount, and

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were required under the ABS V indenture. Under the ABS VI financing, the Group paid $32,242 from the proceeds of the financing to increase the value
of certain pre-existing derivative contracts that were novated to the ABS VI legal entity at closing. The Group recorded the payments as new derivative
financial instruments in its Consolidated Statement of Financial Position.
Refer to Note 21 for additional information regarding ABS financing arrangements.
Other commodity derivative contract modifications made during the normal course of business for the year ended December 31, 2022 totaled $133,573
which the Group recorded in its Consolidated Statement of Financial Position. As these modifications were made in the normal course, the Group has
presented these as an operating activity in the Consolidated Statement of Cash Flows. These modifications were primarily associated with elevating the
Group’s weighted average hedge floor to take advantage of the high price environment experienced in 2022 over a longer term. The trades were
primarily comprised of swap enhancements and the extinguishment of standalone call options.
Note 14 - Trade & Other Receivables
(Amounts in thousands, except share, per share and per unit data)
Trade receivables include amounts due from customers, entities that purchase the Group’s natural gas, NGLs and oil production, as well as amounts due
from joint interest owners who hold a working interest in the properties operated by the Group. Most of these trade receivables are current, and the
Group is confident in their collectibility. The table below provides a summary of the Group’s trade receivables. The fair value approximates the carrying
value as of the periods presented:

| December 31, 2024 | December 31, 2023
Commodity receivables(a) | $175,058 | $172,045
Other receivables(b) | 75,322 | 34,691
Total trade receivables | $250,380 | $206,736
Allowance for credit losses(c) | (15,959) | (16,529)
Total trade receivables, net | $234,421 | $190,207

(a) Commodity receivables include trade receivables and accrued revenues.
(b) Other receivables are predominantly comprised of joint interest receivables.
(c) The allowance for credit losses mainly pertains to amounts owed by joint interest owners.
Note 15 - Other Assets
(Amounts in thousands, except share, per share and per unit data)
The following table includes details of other assets as of the periods presented:

| December 31, 2024 | December 31, 2023
Other non-current assets |  |
Other non-current assets(a) | $6,270 | $9,172
Total other non-current assets | $6,270 | $9,172
Other current assets |  |
Prepaid expenses | $9,077 | $3,955
Inventory | 9,591 | 7,829
Total other current assets | $18,668 | $11,784

(a) Includes the Group’s investment in DP Lion Equity Holdco LLC of $5,566 and $7,500 as of December 31, 2024 and 2023 , respectively. Refer to Notes 5 and 21 for
additional information regarding the DP Lion Equity Holdco LLC equity sale.
Note 16 - Share Capital
(Amounts in thousands, except share, per share and per unit data)
The Company has one class of common shares which carry the right to one vote at annual general meetings of the Group. As of December 31, 2024,
the Company had unlimited shares authorized and all shares in issue were fully paid.
Share capital represents the nominal (par) value of shares (£0.20) that have been issued. Share premium includes any premiums received on issue of
share capital above par. Any transaction costs associated with the issuance of shares are deducted from share premium, net of any related income tax
benefits. The components of share capital include:
Issuance of Share Capital
In October 2024 , the Company issued 2,342,445 new ordinary shares direct to the Seller to fund a portion of the of the East Texas II transaction. The
total value of the stock consideration was $27,453 based on the Company’s NYSE stock price on the closing date of the East Texas II transaction.
In August 2024 , the Company issued 2,249,650 new ordinary shares direct to Crescent Pass to fund a portion of the Crescent Pass transaction. The total
value of the stock consideration was $28,413 based on the Company’s NYSE stock price on the closing date of the Crescent Pass transaction.
In February 2023, the Company placed 6,422,200 new ordinary shares at $25.34 per share (£21.00) to raise gross proceeds of $162,757 (approximately
£134,866). Associated costs of the placing were $5,969 . The Group used the proceeds to fund the Tanos II transaction.

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In 2022 , there were no issuances of share capital for purposes other than share-based compensation awards issued at par which were insignificant for
the period.
For detailed information regarding the acquisitions mentioned above, refer to Note 5.
Treasury Shares
The Group’s holdings in its own equity instruments are classified as treasury shares. The consideration paid, along with any directly attributable
incremental costs, is deducted from the Group’s stockholders’ equity until the shares are either cancelled or reissued. No gain or loss is recognized in the
Consolidated Statement of Comprehensive Income upon the purchase, sale, issuance, or cancellation of treasury shares.
Employee Benefit Trust (“EBT”)
In March 2022, the Group established the EBT to benefit its employees. The Group provides funding to the EBT to facilitate the acquisition of shares.
These shares are held in the EBT to fulfill awards and grants under the Group’s 2017 Equity Incentive Plan and the Employee Share Purchase Plan (the
“ESPP”). Shares held in the EBT are treated in the same manner as treasury shares and are thus included in the Consolidated Financial Statements as
treasury shares.
During the year ended December 31, 2024 , the EBT purchased 418,151 shares at an average price of $12.51 per share (approximately £9.72 ) for a total
consideration of $5,229 (approximately £4,065). Additionally, the EBT issued 139,317 shares during the year ended December 31, 2024 to settle vested
share-based awards and ESPP purchases. During the year ended December 31, 2023 , the EBT did not purchase any shares. However, during the year
ended December 31, 2023, the EBT issued 334,251 to settle vested share-based awards and ESPP purchases. As of December 31, 2024, the EBT held a
total of 646,098 shares. For further details related to share-based compensation, refer to Note 17 .
Repurchase of Shares
During the year ended December 31, 2024 , the Group repurchased 1,219,879 treasury shares at an average price of $13.03 per share, amounting to a
total of $15,901 and representing 2% of issued share capital as of December 31, 2024 . During the year ended December 31, 2023, the Group
repurchased 646,762 treasury shares at an average price of $17.08 per share, amounting to a total of $11,048 and representing 1% of issued share
capital as of December 31, 2023 .
The Group has recorded the repurchase of these shares as a reduction in the treasury reserve. All repurchased treasury shares were cancelled upon
repurchase. As of December 31, 2024 and 2023, the par value of the cancelled shares amounting to $320 and $161, respectively, was retired into the
capital redemption reserve, which is included within share-based payments and other reserves in the Consolidated Statement of Financial Position .
Settlement of Warrants
In July 2022, the Group entered into an agreement to cancel 6,581 warrants (the "Warrants") held by certain former Mirabaud Securities Limited
("Mirabaud") employees for an aggregate principal amount of approximately $56 (approximately £46). The former employees surrendered the Warrants
to the Group for cancellation. Concurrently, the Group entered into an agreement to exercise 11,176 Warrants held by certain former Mirabaud
employees for an aggregate principal amount of approximately $201 (approximately £166). The former employees surrendered the Warrants to the
Group for cancellation in exchange for an equivalent number of shares of common stock. Following this purchase and exercise, no warrants
remain outstanding.
In February 2022, the Group entered into an agreement to cancel 23,855 Warrants held by certain former Mirabaud Securities Limited ("Mirabaud")
employees for an aggregate principal amount of approximately $265 (approximately £196 ). The former employees surrendered the Warrants to the
Group for cancellation. Concurrently, the Group entered into an agreement to exercise 14,519 Warrants held by certain former Mirabaud employees for
an aggregate principal amount of approximately $251 (approximately £187). The former employees surrendered the Warrants to the Group for
cancellation in exchange for an equivalent number of shares of common stock. Following this purchase and exercise, 17,757 warrants remained
outstanding.
The following tables summarize the Group's share capital, net of customary transaction costs, for the periods presented:

| Number of Shares | Total Share Capital | Total Share Premium
Balance as of December 31, 2021 | 42,482,733 | $11,571 | $1,052,959
Issuance of share capital (settlement of warrants) | 25,695 | 5 | —
Issuance of share capital (equity compensation) | 39,629 | 7 | —
Issuance of EBT shares (equity compensation) | 87,998 | — | —
Repurchase of shares (EBT) | (789,513) | — | —
Repurchase of shares (share buyback program) | (399,769) | (80) | —
Balance as of December 31, 2022 | 41,446,773 | $11,503 | $1,052,959
Issuance of share capital (equity placement) | 6,422,200 | 1,555 | 155,233
Issuance of EBT shares (equity compensation) | 334,251 | — | —
Repurchase of shares (share buyback program) | (646,762) | (161) | —
Balance as of December 31, 2023 | 47,556,462 | $12,897 | $1,208,192
Issuance of share capital (acquisition consideration) | 4,592,095 | 1,185 | 54,519
Issuance of EBT shares (equity compensation) | 139,317 | — | —
Repurchase of shares (EBT) | (418,151) | — | —
Repurchase of shares (share buyback program) | (1,219,879) | (320) | —
Balance as of December 31, 2024 | 50,649,844 | 13,762 | 1,262,711

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Subsequent Events
O n March 14, 2025 , the Group announced the completion of its previously announced acquisition of Maverick. The transaction was funded in part
through the issuance of 21,194,213 new ordinary shares direct to the unitholders of Maverick. Refer to Note 5 for additional information regarding
acquisitions.
In February 2025, the Company issued 8,500,000 new ordinary shares at $14.50 per share to raise gross proceeds of $123,250. In addition, the
Company has granted the underwriters a 30-day option to purchase up to an additional 850,000 ordinary shares at the public offering price, less
underwriting discount. The Group used the net proceeds to repay a portion of the debt incurred in connection with the Maverick acquisition.
Note 17 - Non-Cash Share-Based Compensation
(Amounts in thousands, except share, per share and per unit data)
Equity Incentive Plan
The 2017 Equity Incentive Plan (the “Plan”), as amended through April 27, 2021, authorized and reserved for issuance 3,284,031 shares of common
stock, which may be issued upon exercise of vested Options or the vesting of RSUs, PSUs and dividend equivalent units (“DEUs”) that are granted under
the Plan. As of December 31, 2024, 2,073,269 shares have vested and been issued to Plan participants, 2,095,156 shares have been granted but remain
unvested and 461,435 DEUs have accrued and remain unvested. As of December 31, 2023, 1,648,410 shares had vested and been issued to Plan
participants, 1,138,708 shares had been granted but remained unvested and 238,020 DEUs had accrued and remained unvested. Refer to the
Remuneration Committee’s Report within this Annual Report for additional information regarding the terms of awards issued under the Plan.
Options Awards
The following table summarizes Options award activity for the respective periods presented:

| Number of Options(a) | Weighted Average Grant Date Fair Value per Share
Balance as of December 31, 2021 | 1,094,629 | $8.53
Exercised(b) | (398,666) | 6.60
Forfeited | (319,999) | 11.30
Balance as of December 31, 2022 | 375,964 | $8.21
Exercised(b) | (2,144) | 6.60
Forfeited | (153,379) | 8.25
Balance as of December 31, 2023 | 220,441 | $8.20
Exercised(b) | — | —
Forfeited | (66,810) | 11.14
Balance as of December 31, 2024 | 153,631 | $6.93

(a) As of December 31, 2024 , 2023 and 2022, 153,631, 162,108 and 19,000 Options were exercisable, respectively. As of December 31, 2024 all remaining Options
outstanding have an exercise price ranging from £16.80 to £24.00 and a weighted average remaining contractual life of 2.4 years.
(b) No Options were exercised during 2024. The weighted average exercise date share price was $24.29 and $32.35 for Options exercised during 2023 and 2022,
respectively.
The Group’s Options ratably vested over a three -year period and contained both performance and service metrics. The performance metrics included
Adjusted EPS as compared to pre-established benchmarks and a calculation that compared the Group’s TSR to pre-established benchmarks. The number
of units that vested ranged between 0% and 100% of the award. The fair value of the Group’s Options was calculated using the Black-Scholes model as
of the grant date and was uniformly expensed over the vesting periods. No Options were awarded during the years ended December 31, 2024, 2023
and 2022.

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RSU Awards
The following table summarizes RSU equity award activity for the respective periods presented:

| Number of Shares | Weighted Average Grant Date Fair Value per Share
Balance as of December 31, 2021 | 206,681 | $26.76
Granted | 198,504 | 27.70
Vested | (63,735) | 25.92
Forfeited | (4,445) | 27.24
Balance as of December 31, 2022 | 337,005 | $27.47
Granted | 252,869 | 22.35
Vested | (181,275) | 23.08
Forfeited | (102,018) | 27.54
Balance as of December 31, 2023 | 306,581 | $25.82
Granted | 764,411 | 12.40
Vested | (65,293) | 30.97
Forfeited | (29,477) | 20.08
Balance as of December 31, 2024 | 976,222 | $15.14

RSUs can vest either on a cliff basis or ratably, depending on the service conditions set forth. The fair value of the Group’s RSUs is calculated using the
stock price at the grant date. This value is then expensed uniformly over the vesting period.
PSU Awards
The following table summarizes PSU equity award activity for the respective periods presented:

| Number of Shares | Weighted Average Grant Date Fair Value per Share
Balance as of December 31, 2021 | 340,204 | $23.90
Granted | 231,980 | 28.04
Forfeited | (3,695) | 26.07
Balance as of December 31, 2022 | 568,489 | $25.57
Granted | 349,028 | 16.66
Vested | (216,313) | 23.85
Forfeited | (89,518) | 20.30
Balance as of December 31, 2023 | 611,686 | $21.87
Granted | 525,596 | 9.10
Vested | (93,256) | 18.90
Forfeited | (78,723) | 19.37
Balance as of December 31, 2024 | 965,303 | $15.41

PSUs are subject to cliff vesting based on specific performance criteria evaluated over a three-year period. These criteria include the average adjusted
return on equity over three years, measured against pre-established benchmarks. Additionally, the Group’s three-year TSR is compared to determined
benchmarks and the TSR of a selected group of peer companies. Other performance metrics include the three-year average growth in free cash flow
and the reduction in methane intensity over the same period. Depending on the achievement of these performance targets, the number of units that will
vest can vary from 0% to 100% of the initial award.
The fair value of the Group’s PSUs is determined using a Monte Carlo simulation model as of the grant date. This calculated fair value is then expensed
uniformly over the vesting period. F or PSUs granted during the respective periods presented, the inputs to the Monte Carlo model included the
following:

| December 31, 2024 | December 31, 2023 | December 31, 2022
Risk-free rate of interest | 4.0% | 3.3% | 1.3%
Volatility(a) | 38% | 31% | 37%
Correlation with comparator group range | 0.02 - 0.32 | 0.01 - 0.30 | 0.01 - 0.36

(a) Volatility utilizes the historical volatility for the Group’s share price.

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Employee Stock Purchase Plan
The Employee Stock Purchase Plan (the “ESPP”), implemented in February 2023, authorized and reserved for issuance 300,000 shares of common stock.
During the year ended December 31, 2024, 41,330 shares were purchased by and issued to ESPP participants. During the year ended December 31,
2023 , 15,132 shares were purchased by and issued to ESPP participants. As of December 31, 2024 , 243,538 shares remain available to be purchased.
Share-Based Compensation Expense
The following table presents the share-based compensation expense for the respective periods presented:

| December 31, 2024 | December 31, 2023 | December 31, 2022
Options | $49 | $292 | $(749)
RSUs | 4,359 | 2,833 | 4,210
PSUs | 3,827 | 3,335 | 4,590
ESPP | 51 | 34 | —
Total share-based compensation expense | $8,286 | $6,494 | $8,051

Note 18 - Dividends
(Amounts in thousands, except share, per share and per unit data)
The following table summarizes the Group's dividends declared and paid on the dates indicated:

| Dividend per Share | Record Date | Pay Date | Shares Outstanding | Gross Dividends Paid
Date Dividends Declared | USD | GBP
November 15, 2023 | $0.875 | £0.6844 | March 1, 2024 | March 28, 2024 | 47,221,488 | $41,319
April 10, 2024 | $0.290 | £0.2283 | May 24, 2024 | June 28, 2024 | 47,062,984 | 13,648
May 9, 2024 | $0.290 | £0.2211 | August 30, 2024 | September 27, 2024 | 49,005,036 | 14,211
August 15, 2024 | $0.290 | £0.2279 | November 29, 2024 | December 27, 2024 | 50,642,261 | 14,686
Paid during the year ended December 31, 2024 |  |  |  | $83,864
November 14, 2022 | $0.875 | £0.7220 | March 3, 2023 | March 28, 2023 | 47,868,969 | $41,885
March 21, 2023 | $0.875 | £0.6860 | May 26, 2023 | June 30, 2023 | 48,164,650 | 42,144
May 9, 2023 | $0.875 | £0.7040 | September 1, 2023 | September 29, 2023 | 48,157,129 | 42,137
September 1, 2023 | $0.875 | £0.6840 | December 1, 2023 | December 29, 2023 | 47,856,570 | 41,875
Paid during the year ended December 31, 2023 |  |  |  | $168,041
October 28, 2021 | $0.850 | £0.6500 | March 4, 2022 | March 28, 2022 | 42,502,328 | $36,127
March 22, 2022 | $0.850 | £0.6860 | May 27, 2022 | June 30, 2022 | 42,527,424 | 36,148
May 16, 2022 | $0.850 | £0.7320 | September 2, 2022 | September 26, 2022 | 42,294,025 | 35,950
August 8, 2022 | $0.850 | £0.6900 | November 25, 2022 | December 28, 2022 | 41,446,769 | 35,230
Paid during the year ended December 31, 2022 |  |  |  | $143,455

On November 12, 2024 the Group proposed a dividend of $0.29 per share. The dividend will be paid on March 31, 2025 to shareholders on the register
on February 28, 2025. This dividend was not approved by shareholders, thereby qualifying it as an “interim” dividend. No liability was recorded in the
Group Financial Statements in respect of this interim dividend as of December 31, 2024.
Dividends are waived on shares held in the EBT.
Subsequent Events
On March 17, 2025 the Directors recommended a dividend of $0.29 per share. The dividend will be subject to shareholder approval at the AGM.
Provided this dividend was not approved by shareholders as of the reporting date, this represents an “interim” dividend. No liability has been recorded in
the Group Financial Statements in respect of this dividend as of December 31, 2024 .
Note 19 - Asset Retirement Obligations
(Amounts in thousands, except share, per share and per unit data)
The Group records a liability for the present value of the estimated future decommissioning costs associated with its natural gas and oil properties.
Although productive life of wells varies within our portfolio, we currently anticipate that all existing wells will reach the end of their productive lives and
be retired by approximately 2098, in alignment with our reserve calculations, which have been independently evaluated by independent reserves
auditors. Additionally, the Group records a liability for the future decommissioning costs of its production facilities and pipelines when required
by contract, statute, or constructive obligation. For the years ended December 31, 2024, 2023 and 2022 , no state contractual agreements or statutes
related to production facilities and pipelines are expected to impose material obligations on the Group.
In estimating the present value of future decommissioning costs for its natural gas and oil properties, the Group considers several factors, including the
number and state jurisdictions of wells, current decommissioning costs by state and well type, and the Group’s retirement plan, which is based on state

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requirements and the Group’s capacity to retire wells over their productive lives. The Directors’ assumptions are grounded in the current economic
environment and are believed to provide a reasonable basis for estimating the future liability. However, actual decommissioning costs will ultimately
depend on future market prices at the time the decommissioning services are performed. Additionally, the timing of decommissioning will vary based on
when the fields cease to produce economically, which is influenced by future natural gas and oil prices, factors that are inherently uncertain.
The Group incorporates annual inflationary cost increases into its current cost expectations and then discounts the resulting cash flows using a credit-
adjusted risk-free discount rate. The inflationary adjustment is based on the U.S. long-term 10-year rate, sourced from consensus economics. In
determining the discount rate of the liability, the Group considers treasury rates as well as the Bloomberg 15-year U.S. Energy BB and BBB bond index,
which aligns economically with the underlying long-term and unsecured liability. Based on this evaluation, the net discount rates used in the calculation
of the decommissioning liability were 3.7% for 2024, 3.4% for 2023, and 3.6% for 2022.
The composition of the provision for asset retirement obligations as of the reporting date is detailed below for the periods presented:

| Year Ended
| December 31, 2024 | December 31, 2023 | December 31, 2022
Balance at beginning of period | $506,648 | $457,083 | $525,589
Additions(a) | 111,265 | 3,250 | 24,395
Accretion | 30,868 | 26,926 | 27,569
Asset retirement costs | (6,724) | (5,961) | (4,889)
Disposals(b) | — | (17,300) | (16,779)
Revisions to estimate(c) | 6,521 | 42,650 | (98,802)
Balance at end of period | $648,578 | $506,648 | $457,083
Less: Current asset retirement obligations | 6,436 | 5,402 | 4,529
Non-current asset retirement obligations | $642,142 | $501,246 | $452,554

(a) For further details regarding acquisitions and divestitures, refer to Note 5.
(b) Disposals are related to the divestiture of natural gas and oil properties. For additional information, refer to Note 10.
(c) As of December 31, 2024, the Group performed normal revisions to its asset retirement obligations, which resulted in a $6,521 increase in the liability. This increase was
comprised of a $94,957 increase for cost revisions and a $382 increase attributed to retirement timing. Partially offsetting the increase was a $88,818 decrease
attributable to a higher discount rate as a result of an increase in bond yield volatility during the year. As of December 31, 2023, the Group performed normal revisions
to its asset retirement obligations, which resulted in a $42,650 increase in the liability. This increase was comprised of a $27,830 increase attributable to a lower
discount rate as a result of slightly decreased bond yields as compared to 2022 as inflation began to increase at a lower rate and a $16,059 increase for cost revisions.
Partially offsetting this increase was a $1,239 change attributed to retirement timing. As of December 31, 2022, the Group performed normal revisions to its asset
retirement obligations, which resulted in a $98,802 decrease in the liability. This decrease was comprised of a $144,656 decrease attributable to a higher discount rate
as a result of macroeconomic factors spurred by the increase in bond yields which have elevated with U.S. treasuries to combat the current inflationary environment.
Partially offsetting this decrease was $29,357 in cost revisions and a $16,497 timing revision for the acceleration of the Group’s retirement plans made possible by asset
retirement acquisitions that improved the Group’s asset retirement capacity through the growth of its operational capabilities.
Changes to assumptions used in estimating the Group’s asset retirement obligations could significantly affect the carrying value of the liability. A
reasonably possible adjustment in these assumptions could have the following impact on the Group’s asset retirement obligations as of December 31,
2024:

ARO Sensitivity | Scenario 1(a) | Scenario 2(b)
Discount rate | $(159,039) | $1,189,627
Timing | 41,072 | (44,722)
Cost | 64,956 | (64,956)

(a) Scenario 1 assumes an increase of the BBB 15-year discount rate to approximately 7% (which is one of the highest rates observed since 2020), a 10% increase in cost
and a 10% increase in timing by assuming the addition of one plugging rig, which would accelerate retirement plans. All of these scenarios have been either historically
observed or are considered reasonably possible.
(b) Scenario 2 assumes a decrease of the BBB 15-year discount rate to approximately 3% (which is one of the lowest rates observed since 2020), a 10% decrease in cost
and a 10% decrease in timing by assuming the loss of one plugging rig, which would delay retirement plans. All of these scenarios have been either historically observed
or are considered reasonably possible.
As of December 31, 2024 and 2023, the Group had no midstream asset retirement obligations.

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Note 20 - Leases
(Amounts in thousands, except share, per share and per unit data)
The Group leased automobiles, equipment and real estate for the periods indicated below. The following is a reconciliation of leases arising from
financing activities, along with the balance sheet classification of future minimum lease payments as of the reporting periods presented:

| Present Value of Minimum Lease Payments
| December 31, 2024 | December 31, 2023 | December 31, 2022
Balance at beginning of period | $31,122 | $28,862 | $27,804
Additions(a) | 19,253 | 14,430 | 11,269
Interest expense(b) | 2,649 | 1,661 | 1,022
Cash inflows(c) | 8,568 | — | —
Cash outflows(d) | (16,992) | (13,831) | (11,233)
Balance at end of period | $44,600 | $31,122 | $28,862
Classified as: |  |  |
Current liability | $13,776 | $10,563 | $9,293
Non-current liability | 30,824 | 20,559 | 19,569
Total | $44,600 | $31,122 | $28,862

(a) The lease additions of $19,253 , $14,430 and $11,269 for the years ended December 31, 2024, 2023 and 2022 , respectively, were primarily due to the expansion of the
Group’s fleet, driven by ongoing growth.
(b) Included as a component of finance cost.
(c) Cash inflows consisted of proceeds from a lease modification for our fleet that was executed in 2024 .
(d) Cash outflows consisted of $14,343, $12,169, and $10,211 in principal payments for the years ended December 31, 2024, 2023 and 2022 , respectively, and $2,649,
$1,661, and $1,022 in interest payments for the same periods, respectively.
Outlined below is the movement in the Group’s right-of-use assets, along with their balance sheet classification as of the reporting periods presented:

| Right-of-Use Assets
| December 31, 2024 | December 31, 2023 | December 31, 2022
Balance at beginning of period | $30,014 | $27,959 | $26,908
Additions(a) | 19,007 | 13,279 | 11,295
Depreciation | (12,965) | (11,224) | (10,244)
Balance at end of period | $36,056 | $30,014 | $27,959
Classified as: |  |  |
Motor vehicles | $32,843 | $25,592 | $23,782
Midstream | 1,785 | 3,136 | 3,801
Buildings and leasehold improvements | 1,428 | 1,286 | 376
Total | $36,056 | $30,014 | $27,959

(a) The lease additions of $19,007 , $13,279 and $11,295 for the year s ended December 31, 2024, 2023 and 2022, respectively, were attributable to the expansion of the
Group’s fleet, driven by ongoing growth.
The range of discount rates applied in calculating right-of-use assets and the corresponding lease liabilities, based on the lease term, is detailed below:

| December 31, 2024 | December 31, 2023 | December 31, 2022
Discount rates range | 2.9% - 7.3% | 1.8% - 7.1% | 1.8% - 6.3%

Expenses related to short-term and low-value lease exemptions applied under IFRS 16, primarily associated with short-term compressor rentals,
amounted to $31,129, $30,024 and $25,153 for the years ended December 31, 2024, 2023 and 2022, respectively. These expenses have been included
in the Group’s operating expenses, with a significant portion allocated to LOE.

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The table below illustrates the maturity schedule of leases as of the periods presented:

| December 31, 2024 | December 31, 2023 | December 31, 2022
Not Later Than One Year | $13,776 | $10,563 | $9,293
Later Than One Year and Not Later Than Five Years | 30,733 | 20,559 | 19,569
Later Than Five Years | 91 | — | —
Total | $44,600 | $31,122 | $28,862

Note 21 - Borrowings
(Amounts in thousands, except share, per share and per unit data)
The Group’s borrowings consist of the following amounts as of the reporting periods presented:

| December 31, 2024 | December 31, 2023
Credit Facility (interest rate of 8.63% and 8.66%, respectively) (a) | $284,400 | $159,000
Term Loan I (interest rate of 6.50% ) | 88,948 | 106,470
Term Loan II (interest rate of 8.83% ) (a) | 83,851 | —
ABS I Notes (interest rate of 5.00% ) | 80,157 | 100,898
ABS II Notes (interest rate of 5.25% ) | 102,431 | 125,922
ABS III Notes (interest rate of 4.875% ) | — | 274,710
ABS IV Notes (interest rate of 4.95% ) | 79,653 | 99,951
ABS V Notes (interest rate of 5.78% ) | — | 290,913
ABS VI Notes (interest rate of 7.50% ) (b) | 242,010 | 159,357
ABS VIII Notes (interest rate of 7.28% ) | 585,747 | —
ABS IX Notes (interest rate of 6.891% ) | 75,316 | —
Other miscellaneous borrowings(c) | 113,060 | 7,627
Total borrowings | $1,735,573 | $1,324,848
Less: Current portion of long-term debt | (209,463) | (200,822)
Less: Deferred financing costs | (34,115) | (41,123)
Less: Original issue discounts | (8,216) | (7,098)
Total non-current borrowings, net | $1,483,779 | $1,075,805

(a) Represents the variable interest rate as of period end.
(b) Includes $132,576 for the assumption of Oaktree’s proportionate share of the ABS VI debt as part of the Oaktree transaction as of December 31, 2024. Refer to Note 5
for additional information regarding the Oaktree transaction.
(c) Includes $76,100 in notes payable issued as part of the consideration in the Oaktree transaction, and $30,000 in notes payable issued by a third party financial
institution in November 2024, collateralized by two natural gas processing plants and various natural gas compressors and related support equipment in the Central
Region, as of December 31, 2024. Refer to Note 5 for additional information regarding the Oaktree transaction.
Credit Facility
The Group maintains a revolving loan facility (the “Credit Facility”) with a lending syndicate, where the borrowing base is redetermined semi-annually or
as needed. The Group’s wholly-owned subsidiary, DP RBL Co LLC, serves as the borrower under its Credit Facility. The borrowing base is primarily
determined by the value of the natural gas and oil properties that serve as collateral for the lending arrangement, and it may fluctuate due to changes
in collateral, which can result from acquisitions or the establishment of ABS, term loans, or other lending structures.
In August 2022 , the Group amended and restated the credit agreement governing its Credit Facility. This amendment aligned the agreement with the
Group’s ESG initiatives by incorporating sustainability performance targets (“SPTs”) similar to those included in the ABS IV, VI and VIII notes, and
extended the maturity of the Credit Facility to August 2026. During the semi-annual redetermination in October 2024, the borrowing base was
reaffirmed at $385,000.
The Credit Facility carries an interest rate of SOFR plus an additional spread ranging from 2.75% to 3.75%, depending on utilization, and is payable
quarterly. As of December 31, 2024, available borrowings under the Credit Facility were $86,690, which includes the impact of $13,910 in letters of
credit issued to certain vendors.
The Credit Facility contains certain customary representations, warranties, and both affirmative and negative covenants. These covenants cover areas
such as maintenance of books and records, financial reporting and notification, compliance with laws, maintenance of properties and insurance, and
limitations on incurrence of indebtedness, liens, fundamental changes, international operations, asset sales, certain debt payments and amendments,
restrictive agreements, investments, restricted payments, and hedging. The restricted payment provision governs the Group’s ability to make
discretionary payments, such as dividends, share repurchases, or other discretionary payments. DP RBL Co LLC must meet the following criteria to make
discretionary payments: (i) leverage is less than 1.5 x and borrowing base availability is > 25%; (ii) leverage is between 1.5 x and 2.0 x, free cash flow
must be positive, and borrowing base availability must be >15%; (iii) leverage is between 2.0 x and 2.5 x, free cash flow must be positive, and borrowing
base availability must be >20%; (iv) when leverage exceeds 2.0 x, restricted payments are prohibited.

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Additional covenants require DP RBL Co LLC to maintain a total debt to EBITDAX ratio of no more than 3.25 to 1.00 and a current assets (with certain
adjustments) to current liabilities ratio of no less than 1.00 to 1.00 as of the last day of each fiscal quarter.
As of December 31, 2024, the Group was in compliance with all covenants for its Credit Facility.
Term Loan I
In May 2020 , the Group acquired DP Bluegrass LLC, a limited-purpose, bankruptcy-remote, wholly-owned subsidiary, to facilitate a securitized financing
agreement for $160,000 , structured as a secured term loan (the “Term Loan I”). The Group issued Term Loan I at a 1% discount, resulting in net
proceeds of $158,400, which were used to fund the 2020 Carbon and EQT acquisitions. Term Loan I is secured by certain producing assets acquired in
connection with these acquisitions.
Term Loan I accrues interest at an annual rate of 6.50% and has a maturity date of May 2030 . Both interest and principal payments on Term Loan I are
made on a monthly basis.
Term Loan II
In August 2024 , the Group formed DP Yellow Jacket Holdco LLC, a limited-purpose, bankruptcy-remote, wholly-owned subsidiary to enter into a
securitized financing agreement for a $60,000 term loan and a $5,000 revolving loan for a total borrowing base of $65,000 (the “Term Loan II”). The
proceeds from Term Loan II were used, in part, to fund the Crescent Pass acquisition. For additional information regarding acquisitions, refer to Note 5 .
In October 2024, the Group amended the Term Loan II and expanded the term loan to $82,651 and the revolving loan to $12,349 for a total borrowing
base of $95,000. This amendment was accounted for as an extinguishment, which resulted in a loss of $2,470 and which has been recorded in ‘loss on
early retirement of debt’ in the Statement of Comprehensive Income. The expanded borrowing capacity was used to fund a portion of the East Texas II
acquisition, and the acquired assets additionally collateralized the expanded Term Loan II. As of December 31, 2024 , available borrowings under the
revolving loan were $11,149.
The Term Loan II is secured by the Crescent Pass and East Texas II assets and carries an interest at SOFR plus an additional spread ranging from
3.75% to 4.75% and is payable quarterly. The term loan is subject to fixed amortization with monthly principal payments of $500 beginning in February
2025 and escalating to $1,000 beginning in July 2025 with the remaining unpaid principal balance due upon maturity in August 2027. The Term Loan II
is to be prepaid if the Group receives cash in connection with an issuance of equity interest or ABS monetization.
ABS I Notes
In November 2019 , the Group formed Diversified ABS LLC (“ABS I”), a limited-purpose, bankruptcy-remote, wholly-owned subsidiary, to issue BBB-
rated asset-backed securities with a total principal amount of $200,000 at par value (the “ABS I Notes”). These notes are secured by specific upstream
producing assets in the Appalachian region owned by the Group. At the time of the agreement, 85% of the natural gas production from these assets
was hedged through long-term derivative contracts. The ABS I Notes carry an annual interest rate of 5% and have a legal final maturity date of January
2037, with an amortizing maturity date of December 2029. Both interest and principal payments on the ABS I Notes are made on a monthly basis.
If ABS I generates cash flow exceeding the required payments, it must allocate between 50% to 100% of this excess cash flow towards additional
principal payments, depending on certain performance metrics, with any remaining excess cash flow retained by the Group. Specifically, (a) for any
payment date before March 1, 2030, (i) if the debt service coverage ratio (the “DSCR”) on that date is at least 1.25 to 1.00, then 25% of the excess
cash flow, (ii) if the DSCR is between 1.15 to 1.00 and 1.25 to 1.00, then 50%, and (iii) if the DSCR is below 1.15 to 1.00, the production tracking rate
for ABS I is below 80%, or the loan to value ratio exceeds 85%, then 100% of the excess cash flow must be used for additional principal payments; and
(b) for any payment date on or after March 1, 2030, 100% of the excess cash flow must be used for additional principal payments.
ABS II Notes
In April 2020 , the Group formed Diversified ABS Phase II LLC (“ABS II”), a limited-purpose, bankruptcy-remote, wholly-owned subsidiary, to issue BBB-
rated asset-backed securities with a total principal amount of $200,000 (the “ABS II Notes”). These notes were issued at a 2.775% discount. The Group
utilized the net proceeds of $183,617 , after accounting for the discount, capital reserve requirement, and debt issuance costs, to reduce its Credit
Facility. The ABS II Notes are secured by specific upstream producing assets in the Appalachian region owned by the Group. at the time of the
agreement, 85% of the natural gas production from these assets was hedged through long-term derivative contracts. The ABS II Notes carry an annual
interest rate of 5.25% and have a legal final maturity date of July 2037, with an amortizing maturity date of September 2028 . Both interest and principal
payments on the ABS II Notes are made on a monthly basis.
If ABS II generates cash flow exceeding the required payments, it must allocate between 50% to 100% of this excess cash flow towards additional
principal, depending on certain performance metrics, with any remaining excess cash flow retained by the Group. Specifically, (a) (i) if the DSCR on any
payment date is below 1.15 to 1.00, then 100% of the excess cash flow must be used for additional principal payments, (ii) if the DSCR is between 1.15
to 1.00 and 1.25 to 1.00, then 50%, or (iii) if the DSCR is at least 1.25 to 1.00, then 0%; (b) if the production tracking rate for ABS II is below 80%,
then 100%, otherwise 0%; (c) if the loan-to-value ratio (the “LTV”) exceeds 65.0%, then 100%, otherwise 0% ; (d) for any payment date after July 1,
2024 and before July 1, 2025, if the LTV exceeds 40% and ABS II has executed hedging agreements for a minimum period of 30 months starting July
2026 covering production volumes of at least 85% but no more than 95% (the “Extended Hedging Condition”), then 50%, otherwise 0% ; (e) for any
payment date after July 1, 2025, and before October 1, 2025, if the LTV exceeds 40% or ABS II has not satisfied the Extended Hedging Condition, then
50%, otherwise 0%; and (f) for any payment date after October 1, 2025, if the LTV exceeds 40% or ABS II has not satisfied the Extended Hedging
Condition, then 100%, otherwise 0%.
ABS III Notes
In February 2022 , the Group formed Diversified ABS III LLC (“ABS III”), a limited-purpose, bankruptcy-remote, wholly-owned subsidiary, to issue BBB
rated asset-backed securities with a total principal amount of $365,000 at par value (the “ABS III Notes”). These notes were secured by certain
upstream producing and midstream assets in the Appalachian region owned by the Group. The ABS III Notes carried an interest rate of 4.875% and had
a legal final maturity date of April 2039, with an amortizing maturity date of November 2030 . Both interest and principal payments on the ABS III Notes
were made on a monthly basis.
If ABS III generated cash flow exceeding the required payments, it was obligated to allocate between 50% to 100% of this excess cash flow towards
additional principal payments, depending on certain performance metrics, with any remaining excess cash flow retained by the Group. Specifically, (a)
(i) if the DSCR on any payment date was at least 1.25 to 1.00, then 0% of the excess cash flow was used for additional principal payments , (ii) if the

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DSCR was between 1.15 to 1.00 and 1.25 to 1.00, then 50% , and (iii) if the DSCR was below 1.15 to 1.00, then 100%; (b) if the production tracking
rate for ABS III was below 80%, then 100%, otherwise 0%; and (c) if the LTV for ABS III exceeded 65%, then 100%, otherwise 0% .
In May 2024, the Group utilized proceeds from the ABS VIII Notes to repay the outstanding principal of the ABS III & ABS V notes, thereby retiring
these notes from the Group’s outstanding debt. The transaction resulted in a loss on the early retirement of debt amounting to $10,649. Concurrently,
ABS III and ABS V were dissolved. The ABS VIII Notes are secured by the collateral that previously secured the ABS III & ABS V notes.
ABS IV Notes
In February 2022 , the Group formed Diversified ABS IV LLC (“ABS IV”), a limited-purpose, bankruptcy-remote, wholly-owned subsidiary, to issue BBB
rated asset-backed securities with a total principal amount of $160,000 at par value (the “ABS IV Notes”). These notes are secured by a portion of the
upstream producing assets acquired through the Blackbeard Acquisition. The ABS IV Notes carry an annual interest rate of 4.95% and have a legal final
maturity date of February 2037 , with an amortizing maturity date of September 2030. Both i nterest and principal payments on the ABS IV Notes are
made on a monthly basis.
If ABS IV generates cash flow exceeding the required payments, it must allocate between 50% to 100% of this excess cash flow towards additional
principal payments, depending on certain performance metrics, with any remaining excess cash flow retained by the Group. Specifically, (a) (i) if the
DSCR on any payment date is at least 1.25 to 1.00, then 0% of the excess cash flow was used for additional principal payments, (ii) if the DSCR is
between 1.15 to 1.00 and 1.25 to 1.00, then 50% , and (iii) if the DSCR is below 1.15 to 1.00, then 100%; (b) if the production tracking rate for ABS IV
is below 80%, then 100%, otherwise 0%; and (c) if the LTV for ABS IV exceeds 65%, then 100% , otherwise 0%.
ABS V Notes
In May 2022 , the Group formed Diversified ABS V LLC (“ABS V”), a limited-purpose, bankruptcy-remote, wholly-owned subsidiary, to issue BBB rated
asset-backed securities with a total principal amount of $445,000 at par value (the “ABS V Notes”). These notes are secured by a majority of the Group’s
remaining upstream assets in the Appalachian region that were not included in previous ABS transactions. The ABS V Notes carry an annual interest rate
of 5.78% and have a legal final maturity date of May 2039, with an amortizing maturity date of December 2030. Both interest and principal payments
on the ABS V Notes are made on a monthly basis.
If ABS V generates cash flow exceeding the required payments, it must allocate between 50% to 100% of this excess cash flow towards additional
principal payments, depending on certain performance metrics, with any remaining excess cash flow retained by the Group. Specifically, (a) (i) if the
DSCR on any payment date is at least 1.25 to 1.00, then 0% of the excess cash flow was used for additional principal payments, (ii) if the DSCR is
between 1.15 to 1.00 and 1.25 to 1.00, then 50% , and (iii) if the DSCR is below 1.15 to 1.00, then 100% ; (b) if the production tracking rate for ABS V is
below 80%, then 100%, otherwise 0%; and (c) if the LTV for ABS V exceeds 65% , then 100%, otherwise 0%.
In May 2024, the Group utilized proceeds from the ABS VIII Notes to repay the outstanding principal of the ABS III & ABS V notes, thereby retiring
these notes from the Group’s outstanding debt. The transaction resulted in a loss on the early retirement of debt amounting to $10,649. Concurrently,
ABS III and ABS V were dissolved. The ABS VIII Notes are secured by the collateral that previously secured the ABS III & ABS V notes.
ABS VI Notes
In October 2022 , the Group formed Diversified ABS VI LLC (“ABS VI”), a limited-purpose, bankruptcy-remote, wholly-owned subsidiary, to issue, jointly
with Oaktree, BBB+ rated asset-backed securities with a total principal amount of $460,000 . The Group’s share amounted to $235,750 before fees,
reflecting its 51.25% ownership interest in the collateral assets (the “ABS VI Notes”). The ABS VI Notes were issued at a 2.63% discount and are
primarily secured by the upstream assets jointly acquired with Oaktree in the Tapstone acquisition. The Group recorded its proportionate share of the
ABS VI Notes in its Consolidated Statement of Financial Position. In June, 2024, as part of the Oaktree transaction, the Group assumed Oaktree’s
proportionate debt of $132,576 associated with the ABS VI Notes. For additional details regarding the Oaktree transaction, refer to Note 5.
These notes carry an annual interest rate of 7.50% and have a legal final maturity date of November 2039, with an amortizing maturity date of October
2031 . Both interest and principal payments on the ABS VI Notes are made on a monthly basis.
If ABS VI achieves certain performance metrics, it is required to allocate 50% to 100% of any excess cash flow towards additional principal payments.
Specifically, (a) (i) If the DSCR as of the applicable payment date is below 1.15 to 1.00, then 100% of the excess cash flow was used for additional
principal payments, (ii) if the DSCR is between 1.15 to 1.00 and 1.25 to 1.00, then 50%, or (iii) if the DSCR is at least 1.25 to 1.00, then 0% ; (b) if the
production tracking rate for ABS VI is below 80%, then 100%, otherwise 0%; and (c) if the LTV for ABS VI exceeds 75% , then 100%, else 0%.
ABS VII Notes
In November 2023, the Group formed DP Lion Equity Holdco LLC (“ABS VII”), a limited-purpose, bankruptcy-remote, wholly-owned subsidiary, to issue
Class A and Class B asset-backed securities (the “Class A Notes,” Class B Notes,” and collectively the “ABS VII Notes”). These notes are secured by
certain upstream producing assets in the Appalachia region. The ABS VII Class A Notes, rated BBB+, were issued with a total principal amount of
$142,000 , while the ABS VII Class B Notes, rated BB- , were issued with a total principal amount of $20,000 . The Class A Notes carry an annual interest
rate of 8.243% and have a legal final maturity date of November 2043, with an amortizing maturity date of February 2034. The Class B Notes carry an
annual interest rate of 12.725% and have a legal final maturity date of November 2043 , with an amortizing maturity date of August 2032. Both interest
and principal payments on the Class A and Class B Notes are made on a monthly basis.
In December 2023, the Group divested 80% of the equity ownership in ABS VII to outside investors, generating cash proceeds of $30,000. Upon
evaluating the remaining 20% interest in ABS VII, the Group determined that the governance structure does not allow it to exercise control, joint
control, or significant influence over the entity. Consequently, ABS VII is not consolidated within the Group’s financial statements. The Group’s remaining
investment in ABS VII, initially valued at $7,500 was accounted for at fair value in accordance with IFRS 9, Financial Instruments (“IFRS 9”). For
additional information regarding the ABS VII equity sale, refer to Note 5. As of December 31, 2024, the Group’s investment in ABS VII was valued at
$5,566.
ABS VIII Notes
In May 2024 , the Group formed Diversified ABS VIII LLC (“ABS VIII”), a limited-purpose, bankruptcy-remote, wholly-owned subsidiary, to issue Class
A-1 and Class A-2 asset-backed securities (the “Class A-1 Notes,” “Class A-2 Notes,” and collectively the “ABS VIII Notes”). The Class A-1 Notes, rated A,
were issued with a total principal amount of $400,000, while the Class A-2 Notes, rated BBB+, were issued with a total principal amount of $210,000.
The proceeds from these issuances were used to repay the outstanding principal of the ABS III & ABS V notes, effectively retiring those notes from the
Group’s outstanding debt. Consequently, ABS III and ABS V were dissolved. The ABS VIII Notes are secured by the collateral that previously secured the

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ABS III and ABS V notes, which includes certain upstream producing and midstream assets in the Appalachian region owned by the Group, and the
remaining upstream assets in the Appalachian region that were not securitized by previous ABS transactions.
The Class A-1 Notes carry an annual interest rate of 7.076% and have a legal final maturity date of May 2044. The Class A-2 Notes carry an annual
interest rate of 7.670% and have a legal final maturity date of May 2044. Both i nterest and principal payments on the ABS VIII Notes are made on a
monthly basis.
If ABS VIII achieves certain performance metrics, it is required to allocate 25% to 100% of any excess cash flow towards additional principal payments.
Specifically, (a) (i) if the DSCR as of the applicable payment date is below 1.45 to 1.00, then 100%, (ii) if the DSCR is between 1.45 to 1.00 and 1.50 to
1.00, then 50%, or (iii) if the DSCR is at least 1.50 to 1.00, then 25%; (b) if the production tracking rate for ABS VIII is below 80%, then 100%,
otherwise 25%; or (c) if the LTV for ABS VIII exceeds 75%, then 100%, otherwise 25%.
ABS IX Notes
I n June 2024 , the Group formed DP Mustang Holdco LLC, a limited-purpose, bankruptcy-remote, wholly-owned subsidiary (“ABS IX,” formerly “ABS
Facility Warehouse”), to secure a bridge loan facility (the “ABS Facility Warehouse Notes”). The initial draw on the ABS Facility Warehouse Notes
amounted to $71,000, which included $66,343 in net proceeds, $3,060 in restricted cash interest reserve, and $1,597 in debt issuance costs. The ABS
Facility Warehouse Notes were secured by certain producing assets that previously collateralized the Credit Facility. It carried an interest rate of SOFR
plus an additional 3.75% and had a legal final maturity date of May 2029. Both i nterest and principal payments on the ABS Facility Warehouse Notes
were made on a monthly basis.
In September 2024, the Group issued Class A and Class B asset-backed securities (the “Class A Notes,” “Class B Notes,” and collectively the “ABS IX
Notes”) with a total principal amount of $76,500. The Class A Notes were issued with a total principal amount of $71,000, while the Class B Notes were
issued with a total principal amount of $5,500. The proceeds from these issuances were used to repay the outstanding principal of the ABS Facility
Warehouse Notes, effectively retiring it from the Group’s outstanding debt and resulting in a loss on the early retirement of debt amounting to $1,634.
The Class A Notes carry an annual interest rate of 6.555% and have an amortizing maturity date of December 2034. The Class B Notes carry an annual
interest rate of 11.235% and have an amortizing maturity date of September 2030. Both interest and principal payments on the ABS IX Notes are made
on a monthly basis.
Oaktree Seller’s Notes
In June 2024, the Group partially funded the purchase price of the Oaktree transaction with deferred consideration in the form of an unsecured seller’s
note from Oaktree (the “Oaktree Seller’s Note”). The Group issued $83,348 in notes at an annual interest rate of 8%, with a legal final maturity date of
December 2025. Deferred interest and principal payments were scheduled in three installments: December 2024, June 2025, and December 2025.
In October 2024, the Group modified the terms of the Oaktree Seller’s Note, increasing the rate to 9%, extending the maturity date to September 2026,
and changing the payment schedule to monthly interest and principal payments.
The Oaktree Seller’s Note contains certain customary representations and warranties, as well as affirmative and negative covenants. As of December 31,
2024, the Group was in compliance with all covenants associated with the Oaktree Seller’s Note. For additional information regarding the Oaktree
transaction, refer to Note 5 .
Debt Covenants
ABS I, II, IV, VI, VIII and IX Notes (collectively, The “ABS Notes”) and Term Loan I and Term Loan II (collectively, the “Term Loans”)
The ABS Notes and Term Loans are governed by a series of covenants and restrictions typical for such transactions, including (i) the requirement for the
issuer to maintain specified reserve accounts to ensure the payment of interest on the ABS Notes and Term Loans, (ii) provisions for optional and
mandatory prepayments, specified make-whole payments under certain conditions, (iii) indemnification payments in the event that the assets pledged
as collateral for the ABS Notes and Term Loans are found to be defective or ineffective, (iv) covenants related to recordkeeping, access to information,
and similar matters, and (v) compliance with all applicable laws and regulations, including the Employee Retirement Income Security Act (“ERISA”),
environmental laws, and the USA Patriot Act (specific to ABS IV only).
The ABS Notes and Term Loans are also subject to customary accelerated amortization events as outlined in the indenture. These events include failure
to maintain specified debt service coverage ratios, failure to meet certain production metrics, certain change of control and management termination
events, and the failure to repay or refinance the ABS Notes and Term Loans by the scheduled maturity date.
Additionally, the ABS Notes and Term Loans are subject to customary events of default, which include non-payment of required interest, principal, or
other amounts due, failure to comply with covenants within specified time frames, certain bankruptcy events, breaches of specified representations and
warranties, failure of security interests to be effective, and certain judgments.
As of December 31, 2024 the Group was in compliance with all financial covenants related to the ABS Notes and Term Loans.
Sustainability-Linked Borrowings
Credit Facility
The Credit Facility contains three sustainability-linked performance targets (“SPTs”) that can influence the applicable margin on borrowings based on the
Group’s performance. These targets are:
• GHG Emissions Intensity: This target measures the Group’s consolidated Scope 1 emissions and Scope 2 emissions, expressed as MT CO2e per
MMcfe;
• Asset Retirement Performance: This target tracks the number of wells the Group successfully retires during any fiscal year; and
• TRIR Performance: This target is based on the TRIR, calculated as the arithmetic average of the two preceding fiscal years and current period. The
TRIR is computed by multiplying the total number of recordable cases (as defined by OSHA) by 200,000 and then dividing by the total hours
worked by all employees during any fiscal year.
The goals set by the Credit Facility for each of these categories are aspirational and represent higher thresholds than those the Group has publicly set
for itself. The economic impact of meeting or failing to meet these thresholds is relatively minor, with adjustments to the applicable margin level ranging
from a reduction of five basis points to an increase of five basis points in any given fiscal year.

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An independent third-party assurance provider is required to certify the Group’s performance against the SPTs.
ABS IV
In connection with the issuance of the ABS IV Notes, the Group engaged an independent international provider of sustainability research and services to
establish and maintain a “sustainability score” for the Group. If this score falls below a minimum threshold set at the time of issuance of the ABS IV
Notes, the interest payable for the subsequent interest accrual period will increase by five basis points. This score is based on an overall assessment of
the Group’s corporate sustainability profile and is not contingent upon the Group meeting or exceeding specific sustainability performance metrics.
Additionally, the sustainability score is not influenced by the use of proceeds from the ABS IV Notes, and there are no restrictions on the use of these
proceeds beyond the terms outlined in the Group’s Credit Facility. The Group provides updates to the ABS IV note holders through monthly note holder
statements, informing them of any changes in the interest rate payable on the ABS IV Notes resulting from changes in the sustainability score.
ABS VI & VIII
A “second party opinion provider” has certified that the terms of the ABS VI and ABS VIII notes align with the International Capital Markets Association
(“ICMA”) framework for sustainability-linked bonds. This framework applies to bond instruments whose financial and/or structural characteristics vary
based on the achievement of predefined sustainability objectives, or SPTs. The framework comprises five key components (1) the selection of key
performance indicators (“KPIs”), (2) the calibration of SPTs, (3) the variation of bond characteristics depending on whether the KPIs meet the SPTs, (4)
regular reporting on the status of the KPIs and whether the SPTs have been met, and (5) independent verification of SPT performance by an external
reviewer, such as an auditor or environmental consultant. Unlike the ICMA’s framework for green bonds, the framework for sustainability-linked bonds
do not mandate a specific use of proceeds.
The ABS VI & ABS VIII Notes contain two SPTs. The Group must achieve and have certified by May 28, 2027, for the ABS VI Notes, and by December
31, 2029, for the ABS VIII Notes, the following targets: (1) a reduction in Scope 1 and Scope 2 GHG emissions intensity to 2.85 MT CO 2 e/MMcfe for the
ABS VI Notes and 2.73 MT CO 2 e/MMcfe or the ABS VIII Notes, and/or (2) a reduction in Scope 1 methane emissions intensity to 1.12 MT CO 2 e/MMcfe
for the ABS VI Notes and 0.75 MT CO 2 e/MMcfe for the ABS VIII Notes. If the Group fails to meet or have these SPTs certified by an external verifier by
the respective deadlines, the interest rate payable on the ABS VI and ABS VIII notes will increase by 25 basis points for each unmet or uncertified SPT.
An independent third-party assurance provider will be required to certify the Group’s performance against these SPTs by the applicable deadlines.
Compliance
As of December 31, 2024, the Group successfully met or was in compliance with all sustainability-linked debt metrics.
Future Maturities
The table below presents a reconciliation of the Group’s undiscounted future maturities of its total borrowings as of the reporting date:

| December 31, 2024 | December 31, 2023
Not later than one year | $209,463 | $200,822
Later than one year and not later than five years | 940,780 | 864,264
Later than five years | 585,330 | 259,762
Total borrowings | $1,735,573 | $1,324,848

Finance Costs
The table details the Group’s finance costs for each of the periods presented:

| Year Ended
| December 31, 2024 | December 31, 2023 | December 31, 2022
Interest expense, net of capitalized and income amounts(a) | $120,773 | $117,808 | $86,840
Amortization of discount and deferred finance costs | 16,870 | 16,358 | 13,903
Other | — | — | 56
Total finance costs | $137,643 | $134,166 | $100,799

(a) Includes payments related to both borrowings and leases.

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Interest Incurred
The table below represents the interest incurred related to the Group’s amortizing debt structures for each of the periods presented:

| Year Ended
| December 31, 2024 | December 31, 2023 | December 31, 2022
Term Loan I | $6,531 | $7,573 | 8,643
ABS I Notes | 4,571 | 5,660 | $7,110
ABS II Notes | 6,787 | 8,040 | 9,286
ABS III Notes | 5,507 | 14,515 | 15,325
ABS IV Notes | 4,440 | 5,703 | 6,235
ABS V Notes | 6,792 | 19,332 | 14,319
ABS VI Notes | 17,953 | 15,433 | 3,300
ABS VIII Notes | 25,375 | — | —
ABS IX Notes | 1,460 | — | —
Other miscellaneous borrowings(a) | 4,106 | — | —
Total interest incurred on amortizing debt | $83,522 | $76,256 | $64,218

(a) Includes $3,947 and $159 of interest incurred on the Oaktree Seller’s Note and other notes payable, respectively.
Fair Value
The table below represents the fair value of the Group’s debt structures as of the periods presented:

| As of
| December 31, 2024 | December 31, 2023
Credit Facility(a) | $284,400 | $159,000
Term Loan I | 86,277 | 101,706
Term Loan II(a) | 83,851 | —
ABS I Notes | 76,821 | 94,517
ABS II Notes | 98,273 | 119,519
ABS III Notes | — | 250,158
ABS IV Notes | 74,064 | 92,345
ABS V Notes | — | 274,061
ABS VI Notes | 240,150 | 158,284
ABS VIII Notes | 593,653 | —
ABS IX Notes | 73,897 | —
Other miscellaneous borrowings(a) | 107,588 | —
Total fair value of outstanding debt | $1,718,974 | $1,249,590

(a) Carrying value approximates fair value.
Excess Cash Flow Payments
The table below represents excess cash flow payments b ased on the achievement of certain performance metrics related to the Group’s debt structures
for each of the periods presented:

| Year Ended
| December 31, 2024 | December 31, 2023 | December 31, 2022
ABS I Notes | $2,401 | $7,892 | $10,736
ABS VIII Notes | 14,753 | — | —
ABS IX Notes | 884 | — | —
Total excess cash flow payments | $18,038 | $7,892 | $10,736

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Financing Activities
The table below presents a r econciliation of borrowings arising from financing activities for each of the periods presented:

| Year Ended
| December 31, 2024 | December 31, 2023 | December 31, 2022
Balance at beginning of period | $1,276,627 | $1,440,329 | $1,010,355
Acquired as part of an acquisition | 215,924 | — | 2,437
Sale of equity interest | — | (154,966) | —
Proceeds from borrowings | 1,844,768 | 1,537,230 | 2,587,554
Repayments of borrowings | (1,653,489) | (1,547,912) | (2,139,686)
Costs incurred to secure financing | (20,267) | (13,776) | (34,234)
Amortization of discount and deferred financing costs | 16,870 | 16,358 | 13,903
Cash paid for interest | (123,141) | (116,784) | (83,958)
Finance costs and other | 135,950 | 116,148 | 83,958
Balance at end of period | $1,693,242 | $1,276,627 | $1,440,329

Subsequent Event
On February 27, 2025, the Group formed Diversified ABS Phase X LLC, a limited-purpose, bankruptcy-remote, wholly-owned subsidiary (“ABS X”), to
issue asset-backed securities with a total principal amount of $530,000 at par value (“the ABS X Notes”). The Group utilized the proceeds from the ABS
X Notes to refinance the ABS I Notes, ABS II Notes, and Term Loan I, and to fund the Summit transaction. Refer to Note 5 for additional information
regarding acquisitions .
On March 14, 2025, in connection with the close of the Maverick acquisition, the Group amended and restated the credit agreement governing its Credit
Facility. The amendment extended the maturity of the Credit Facility to March 2029 and increased the borrowing base to $900,000 , primarily resulting
from the additional collateral acquired from Maverick. There were no other material changes to pricing or terms. The Group utilized the proceeds from
the upsized borrowing base to fund a portion of the Maverick acquisition and repay the outstanding principal on Term Loan II.
Note 22 - Trade & Other Payables
(Amounts in thousands, except share, per share and per unit data)
The table below details the Group’s trade and other payables. The fair value approximates the carrying value as of the periods presented:

| December 31, 2024 | December 31, 2023
Trade payables | $31,896 | $49,487
Other payables | 3,117 | 4,003
Total trade and other payables | $35,013 | $53,490

Trade and other payables are unsecured, do not bear interest, and are settled as they become due.
Note 23 - Other Liabilities
(Amounts in thousands, except share, per share and per unit data)
The table below details the Group’s other liabilities as of the periods presented:

| December 31, 2024 | December 31, 2023
Other non-current liabilities |  |
Other non-current liabilities | $5,384 | $2,224
Total other non-current liabilities | $5,384 | $2,224
Other current liabilities |  |
Accrued expenses(a) | $120,532 | $99,723
Net revenue clearing(b) | 40,935 | 79,056
Asset retirement obligations - current | 6,436 | 5,402
Revenue to be distributed(c) | 136,631 | 93,322
Total other current liabilities | $304,534 | $277,503

(a) As of December 31, 2024 accrued expenses increased primarily due to an $8,347 increase in accrued capital expenditures and a $6,890 increase in hedge settlement
payables. As of December 31, 2023 accrued expenses decreased primarily due to a $50,541 decrease in hedge settlements payables, resulting from lower commodity
prices during that year. For more detailed information on year-over-year changes in other liabilities and their fixed and variable nature, refer to the Financial Review .
(b) Net revenue clearing represents the estimated revenue that is payable to third-party working interest owners. The year-over-year decrease in net revenue clearing was
primarily due to the Oaktree acquisition in June 2024.

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(c) Revenue to be distributed refers to revenue that is payable to third-party working interest owners but has not yet been paid due to unresolved title, legal, ownership, or
other issues. The Group releases the underlying liability as these issues are resolved. Since the timing of resolution is uncertain, the Group records this balance as a
current liability. The year-over-year increase in revenue to be distributed was attributed to the Group’s growth.
Note 24 - Fair Value & Financial Instruments
(Amounts in thousands, except share, per share and per unit data)
Fair Value
The fair value of an asset or liability is defined as the price that would be received to sell the asset or paid to transfer the liability in an orderly
transaction in the principal market (or most advantageous market if a principal market is not available) for that asset or liability. In estimating fair value,
the Group employs valuation techniques that align with the market approach, income approach, and/or cost approach, ensuring consistent application of
these techniques. The inputs to these valuation techniques include assumptions that market participants would use when pricing an asset or liability.
IFRS 13, Fair Value Measurement (“IFRS 13”), establishes a fair value hierarchy for valuation inputs, prioritizing quoted prices in active markets for
identical assets or liabilities as the highest level of input, and unobservable inputs as the lowest level. The fair value hierarchy is defined as follows:

Level 1: | Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2: | Inputs (other than quoted prices included in Level 1) can include the following:

(1) Observable prices in active markets for similar assets or liabilities;
(2) Prices for identical assets or liabilities in markets that are not active;
(3) Directly observable market inputs for substantially the full term of the asset or liability; and
(4) Market inputs that are not directly observable but are derived from or corroborated by observable market data.

Level 3: | Unobservable inputs which reflect the Directors’ best estimates of what market participants would use in pricing the asset or liability at the measurement date.

Financial Instruments
Working Capital
The carrying values of cash and cash equivalents, trade receivables, other current assets, accounts payable, and other current liabilities in the
Consolidated Statement of Financial Position approximate their fair value due to their short-term nature. For trade receivables, the Group applies the
simplified approach permitted by IFRS 9, Financial Instruments (“IFRS 9”), which requires the recognition of expected lifetime losses from the initial
recognition of the receivables. Financial liabilities are initially measured at fair value and subsequently measured at amortized cost.
For borrowings, derivative financial instruments, and leases, the following methods and assumptions were used to estimate fair value:
Borrowings
The fair values of the Group’s ABS Notes and Term Loans are considered to be Level 2 measurements within the fair value hierarchy. The carrying
values of the borrowings under the Group’s Credit Facility (to the extent utilized) and Term Loan II approximate fair value because the interest rate is
variable and reflective of market rates. The Group also considers the fair value of its Credit Facility to be a Level 2 measurement within the fair
value hierarchy.
Leases
The Group initially measures the lease liability at the present value of the future lease payments. These lease payments are discounted using the
interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate to discount the lease
payments.
Derivative Financial Instruments
The Group measures the fair value of its derivative financial instruments using a pricing model that incorporates market-based inputs. These inputs
include, but are not limited to, the contractual price of the underlying position, current market prices, natural gas and liquids forward curves, discount
rates such as the U.S. Treasury yields, the SOFR curve, and volatility factors.
The Group classifies its derivative financial instruments into the fair value hierarchy based on the data used to determine their fair values. The Group’s
fixed price swaps (Level 2) are estimated using third-party discounted cash flow calculations, utilizing the NYMEX futures index for natural gas and oil
derivatives, and OPIS for NGLs derivatives. For valuing its interest rate derivatives (Level 2), the Group employs discounted cash flow models. The net
derivative values attributable to the Group’s interest rate derivative contracts as of December 31, 2024 are based on (i) the contracted notional
amounts, (ii) active market-quoted SOFR yield curves, and (iii) the applicable credit-adjusted risk-free rate yield curve.
The Group’s call options, put options, collars and swaptions (Level 2) are valued using the Black-Scholes model, an industry-standard option valuation
model. This model takes into account inputs such as contract terms, including maturity, and market parameters, including assumptions of NYMEX and
OPIS futures, interest rates, volatility and creditworthiness. Inputs to the Black-Scholes model, including the volatility input, are obtained from a third-
party pricing source, with independent verification of the most significant inputs on a monthly basis. A change in volatility would result in a
corresponding change in fair value measurement.
The Group’s basis swaps (Level 2) are estimated using third-party calculations based on forward commodity price curves.
There were no transfers between fair value levels for the year ended December 31, 2024.

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The following table in cludes the Group's financial instruments as of the periods presented:

| December 31, 2024 | December 31, 2023
Cash and cash equivalents | $5,990 | $3,753
Trade receivables, net | 234,421 | 190,207
Other non-current assets | 6,270 | 9,172
Other non-current liabilities(a) | (5,384) | (1,946)
Other current liabilities(b) | (298,098) | (272,101)
Derivative financial instruments at fair value | (710,347) | (557,460)
Leases | (44,600) | (31,122)
Borrowings | (1,718,974) | (1,249,590)
Total | $(2,530,722) | $(1,909,087)

(a) Excludes $278 for the long-term portion of the value associated with the upfront promote received from Oaktree for the year ended December 31, 2023.
(b) Includes accrued expenses, net revenue clearing, and revenue to be distributed. Excludes asset retirement obligations.
Note 25 - Financial Risk Management
(Amounts in thousands, except share, per share and per unit data)
The Group is exposed to various financial risks, including market risk, credit risk, liquidity risk, capital risk, and collateral risk. To manage these risks, the
Group continuously monitors the unpredictability of financial markets and seeks to minimize potential adverse effects on its financial performance.
The Group’s principal financial liabilities consist of borrowings, leases, and trade and other payables, which are primarily used to finance and provide
financial guarantees for its operations. The Group’s principal financial assets include cash and cash equivalents, as well as trade and other receivables
derived from its operations.
Additionally, the Group also enters into derivative financial instruments, which are recorded as assets or liabilities depending on market dynamics. The
Group leverages its internal resources to design and manage its derivative-related risk management activities, but also engages with third party
providers to assist with the execution of derivative transactions and provide commodity trading and risk management applications.
Market Risk
Market risk refers to the possibility that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices. Market
risk is comprised of two main types of risk: interest rate risk and commodity price risk. Financial instruments affected by market risk include borrowings
and derivative financial instruments.
To manage market price risks resulting from changes in commodity prices and foreign exchange rates, the Group uses both derivative and non-
derivative financial instruments. These instruments help mitigate the potential negative effects on the Group’s assets, liabilities, or future expected cash
flows.
Interest Rate Risk
The Group is subject to market risk exposure related to changes in interest rates. The Group’s borrowings primarily consist of fixed-rate amortizing
notes and its variable rate Credit Facility and Term Loan II, as illustrated below.

| December 31, 2024 | December 31, 2023
| Borrowings | Interest Rate(a) | Borrowings | Interest Rate(a)
ABS Notes, Term Loan I, & other(b) | $1,443,013 | 7.01% | $1,158,221 | 5.67%
Credit Facility & Term Loan II | $368,251 | 8.68% | $159,000 | 8.66%

(a) The interest rate on the ABS Notes, Term Loan I and other notes payable represents the weighted average fixed rate of the notes, while the interest rate presented for
the Credit Facility and Term Loan II represents the floating rate as of December 31, 2024 and 2023 , respectively.
(b) Includes $76,100 in notes payable issued as part of the consideration in the Oaktree transaction, and $30,000 in notes payable issued by a third party financial
institution in November 2024 collateralized by two natural gas processing plants and various natural gas compressors and related support equipment in the Central
Region, as of December 31, 2024. Refer to Note 5 for additional information regarding the Oaktree transaction.
For additional information regarding the ABS Notes, Term Loan I, Term Loan II, and Credit Facility, refer to Note 21. The table below illustrates the
impact of a 100 basis point adjustment in the borrowing rate for the Credit Facility and Term Loan II and the corresponding effect on finance costs. This
represents a reasonably possible change in interest rate risk.

Credit Facility & Term Loan II Interest Rate Sensitivity | December 31, 2024 | December 31, 2023
+100 Basis Points | $3,683 | $1,590
-100 Basis Points | $(3,683) | $(1,590)

The Group strives to maintain a prudent balance of floating and fixed-rate borrowing exposure, particularly during uncertain market conditions. As part
of the Group’s risk mitigation strategy, the Group occasionally enters into swap arrangements to adjust its exposure to floating or fixed interest rates,
depending on changes in the composition of borrowings in its portfolio. Consequently, the total principal hedged through the use of derivative financial
instruments varies from period to period.

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As of December 31, 2024 and 2023, the fair value of the Group’s interest rate swaps represents an asset of $235 and an asset of $315, respectively. For
additional information regarding derivative financial instruments, refer to Note 13 .
Commodity Price Risk
The Group’s revenues are primarily derived from the sale of its natural gas, NGLs, and oil production, making the Group subject to commodity price risk.
Commodity prices for natural gas, NGLs and oil can be volatile and may fluctuate due to relatively small changes in supply, weather conditions,
economic conditions, and government actions. For the years ended December 31, 2024 , 2023 and 2022, the Group’s commodity revenue was $732,259 ,
$802,399, and $1,873,011, respectively.
To mitigate the risk of fluctuations in commodity prices, the Group enters into derivative financial instruments. The total volumes hedged through the
use of these instruments vary from period to period. Generally the Group’s objective is to hedge at least 65% of its anticipated production volumes for
the next 12 months, at least 50% for months 13 to 24, and a minimum of 30% for months 25 to 36. For additional information regarding derivative
financial instruments, refer to Note 13.
By removing price volatility from a significant portion of the Group’s expected production through 2032, the Group has mitigated, but not eliminated, the
potential effects of changing prices on its operating cash flow for those periods. While these derivative contracts help mitigate the negative effects of
falling commodity prices, they also limit the benefits the Group would receive from increases in commodity prices.
Credit and Counterparty Risk
The Group is exposed to credit and counterparty risk from the sale of its natural gas, NGLs and oil. Trade receivables from customers represent amounts
due for the purchase of these commodities, and their collectability depends on the financial condition of each customer. The Group reviews the financial
condition of customers before extending credit and generally does not require collateral to support their trade receivables. As of December 31, 2024 and
2023, the Group had no customers that comprised over 10% of its total trade receivables. The Group’s trade receivables from customers, net of the
applicable allowance for credit losses, were $199,788 and $168,913 , respectively, as of December 31, 2024 and 2023.
The Group is also exposed to credit risk from joint interest owners, which are entities that own a working interest in the properties operated by the
Group. Joint interest receivables are classified under trade receivables, net, in the Consolidated Statement of Financial Position. The Group has the
ability to withhold future revenue payments to recover any non-payment of joint interest receivables. As of December 31, 2024 and 2023 , the Group’s
joint interest receivables, net of the applicable allowance for credit losses, were $34,633 and $21,294 , respectively.
Trade receivables are current, and the Group believes these net receivables are collectible. For additional information, refer to Note 3.
Liquidity Risk
Liquidity risk is the possibility that the Group will not be able to meet its financial obligations as they fall due. The Group manages this risk by
maintaining adequate cash reserves through the use of cash from operations and borrowing capacity on the Credit Facility. Additionally, the Group
continuously monitors its forecast and actual cash flows to ensure it maintains an appropriate level of liquidity. The amounts disclosed in the following
table represent the Group’s contractual undiscounted cash flows.

| Not Later Than One Year | Later Than One Year and Not Later Than Five Years | Later Than Five Years |
| Total
For the year ended December 31, 2024 |  |  |  |
Trade and other payables | $35,013 | $— | $— | $35,013
Borrowings | 209,463 | 940,780 | 585,330 | 1,735,573
Leases | 16,080 | 33,215 | 139 | 49,434
Other liabilities(a) | 161,467 | 5,384 | — | 166,851
Total | $422,023 | $979,379 | $585,469 | $1,986,871
For the year ended December 31, 2023 |  |  |  |
Trade and other payables | $53,490 | $— | $— | $53,490
Borrowings | 200,822 | 864,264 | 259,762 | 1,324,848
Leases | 12,358 | 22,531 | — | 34,889
Other liabilities(a) | 178,779 | 2,224 | — | 181,003
Total | $445,449 | $889,019 | $259,762 | $1,594,230

(a) Includes accrued expenses and net revenue clearing. Excludes asset retirement obligations and revenue to be distributed.
Capital Risk
The Group defines capital as the total of equity shareholders’ funds and long-term borrowings net of available cash balances. The Group’s objectives
when managing capital are to provide returns for shareholders, maintain appropriate leverage and safeguard the ability to continue as a going concern.
Additionally, the Group aims to pursue opportunities for growth by identifying and evaluating potential acquisitions and constructing new infrastructure
on existing proved leaseholds.
The Directors do not establish a quantitative return on capital criteria, but instead promote year-over-year adjusted EBITDA growth. The Group actively
manages its balance sheet and seeks to maintain a long-term leverage ratio approximately 2.5x.

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Collateral Risk
As of December 31, 2024 , the Group has pledged 100% of its upstream natural gas and oil properties in the Appalachian and Central regions, along
with certain midstream assets, to fulfill the collateral requirements for borrowings under its debt instruments. The fair value of the collateral is based on
an independent petroleum engineering firm’s reserves calculation, which uses estimated cash flows discounted at 10% and a commodities futures price
schedule. For additional information regarding acquisitions and borrowings, refer to Notes 5 and 21 , respectively.
Note 26 - Commitments & Contingencies
(Amounts in thousands, except share, per share and per unit data)
Delivery Commitments
We have contractually agreed to deliver firm quantities of natural gas to various customers, which we expect to fulfill with production from existing
reserves. To ensure we meet these commitments, we regularly monitor our proved developed reserves.
The following table summarizes our total gross commitments, compiled using best estimates based on our sales strategy, as of December 31, 2024.

| Natural gas (MMcf)
2025 | 77,187
2026 | 52,802
2027 | 130,911
Thereafter | 242,276

Litigation and Regulatory Proceedings
The Group is involved in various pending legal issues that have arisen in the ordinary course of business. The Group accrues for litigation, claims, and
proceedings when a liability is both probable and the amount can be reasonably estimated. As of December 31, 2024 and 2023, the Group did not have
any material amounts accrued related to litigation or regulatory matters.
For any matters not accrued for, it is not possible to estimate the amount of any additional loss or range of loss that is reasonably possible. However,
based on the nature of the claims, management believes that current litigation, claims, and proceedings are not, individually or in aggregate, after
considering insurance coverage and indemnification, likely to have a material adverse impact on the Group’s financial position, results of operations, or
cash flows.
The Group has no other contingent liabilities that would have a material impact on the Group’s financial position, results of operations, or cash flows.
Environmental Matters
The Group’s operations are subject to environmental laws and regulations in all the jurisdictions where it operates, and it was in compliance as of
December 31, 2024 and 2023 . However, the Group is unable to predict the impact of additional environmental laws and regulations that may be
adopted in the future, including whether they would adversely affect its operations. The Group can offer no assurance regarding the significance or cost
of compliance associated with any new environmental legislation or regulation once implemented.
Note 27 - Related Party Transactions
(Amounts in thousands, except share, per share and per unit data)
The Group had no related party activity in 2024 , 2023 or 2022.
Note 28 - Subsequent Events
(Amounts in thousands, except share, per share and per unit data)
The Group determined the need to disclose the following material transactions that occurred subsequent to December 31, 2024, which have been
described within each relevant footnote as follows:

Description | Footnote
Acquisitions & Divestitures | Note 5
Share Capital | Note 16
Dividends | Note 18
Borrowings | Note 21

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Company Financial Statements

| Page
Company Financial Statements | 137
Company Statement of Financial Position | 137
Company Statement of Changes in Equity | 138
Notes to the Company Financial Statements | 139
Note 1 - General Information | 139
Note 2 - Accounting Policies | 139
Note 3 - Significant Accounting Judgments and Estimates | 139
Note 4 - Investments | 140
Note 5 - Share Capital | 140
Note 6 - Dividends | 141
Note 7 - Operating Expenses | 141
Note 8 - Taxation | 141

Company Statement of Financial Position
(Amounts in thousands, except share, per share and per unit data)

| Note | December 31, 2024 | December 31, 2023
ASSETS |  |  |
Non-current assets: |  |  |
Investments in subsidiaries | 4 | £1,077,222 | £1,055,908
Other non-current assets |  | 138 | 102
Total non-current assets |  | 1,077,360 | 1,056,010
Current assets: |  |  |
Cash and cash equivalents |  | 17 | 562
Other current assets |  | — | 109
Total current assets |  | 17 | 671
Total assets |  | £1,077,377 | £1,056,681
EQUITY AND LIABILITIES |  |  |
Shareholders' equity: |  |  |
Share capital | 5 | £10,254 | £9,586
Share premium | 5 | 973,407 | 931,102
Treasury reserve |  | (95,656) | (82,877)
Share based payment and other reserves |  | 15,795 | 11,346
Retained earnings (accumulated deficit) |  | 171,487 | 183,009
Equity attributable to owners of the Parent |  | 1,075,287 | 1,052,166
Total equity |  | 1,075,287 | 1,052,166
Current liabilities: |  |  |
Trade and other payables |  | 2,090 | 4,515
Total current liabilities |  | 2,090 | 4,515
Total liabilities |  | 2,090 | 4,515
TOTAL EQUITY & LIABILITIES |  | £1,077,377 | £1,056,681

The profit for the 2024 financial year of the Company was £56,864 ( 2023: £93,725 ).
The notes on pages 139 to 141 are an integral part of the Company Financial Statements .
The Company Financial Statements were approved by the Board of Directors and authorized for issuance on March 17, 2025 and were signed on its
behalf by:
David E. Johnson
Chairman of the Board
Registered in England and Wales, No. 9156132

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Company Statement of Changes in Equity
(Amounts in thousands, except share, per share and per unit data)

| Note | Share Capital | Share Premium | Treasury Reserve | Share- Based Payment and Other Reserves | Retained Earnings (Accumulated Deficit) |
| Total Equity
Balance as of January 1, 2022 |  | £8,492 | £802,889 | £(54,017) | £11,320 | £127,215 | £895,899
Income after taxation |  | — | — | — | — | 217,698 | 217,698
Other comprehensive income (loss) |  | — | — | — | — | — | —
Total comprehensive income (loss) |  | £— | £— | £— | £— | £217,698 | £217,698
Issuance of share capital (settlement of warrants) | 5 | 4 | — | — | 353 | — | 357
Issuance of share capital (equity compensation) | 5 | 6 | — | — | 4,713 | (2,704) | 2,015
Issuance of EBT shares (equity compensation) | 5 | — | — | 2,007 | (2,007) | — | —
Repurchase of shares (EBT) | 5 | — | — | (19,388) | — | — | (19,388)
Repurchase of shares (share buyback program) | 5 | (71) | — | (10,371) | 71 | — | (10,371)
Dividends | 6 | — | — | — | — | (116,285) | (116,285)
Cancellation of warrants |  | — | — | — | (242) | — | (242)
Transactions with shareholders |  | £(61) | £— | £(27,752) | £2,888 | £(118,989) | £(143,914)
Balance as of December 31, 2022 |  | £8,431 | £802,889 | £(81,769) | £14,208 | £225,924 | £969,683
Income after taxation |  | — | — | — | — | 93,725 | 93,725
Other comprehensive income (loss) |  | — | — | — | — | — | —
Total comprehensive income (loss) |  | £— | £— | £— | £— | £93,725 | £93,725
Issuance of share capital (equity placement) | 5 | 1,284 | 128,213 | — | — | — | 129,497
Issuance of share capital (equity compensation) | 5 | — | — | — | 4,739 | (2,407) | 2,332
Issuance of EBT shares (equity compensation) |  | — | — | 7,730 | (7,730) | — | —
Repurchase of shares (share buyback program) | 5 | (129) | — | (8,838) | 129 | — | (8,838)
Dividends | 6 | — | — | — | — | (134,233) | (134,233)
Transactions with shareholders |  | £1,155 | £128,213 | £(1,108) | £(2,862) | £(136,640) | £(11,242)
Balance as of December 31, 2023 |  | £9,586 | £931,102 | £(82,877) | £11,346 | £183,009 | £1,052,166
Income after taxation |  | — | — | — | — | 56,864 | 56,864
Other comprehensive income (loss) |  | — | — | — | — | — | —
Total comprehensive income (loss) |  | £— | £— | £— | £— | £56,864 | £56,864
Issuance of share capital (acquisition consideration) | 5 | 918 | 42,305 | — | — | — | 43,223
Issuance of share capital (equity compensation) |  | — | — | — | 7,809 | (2,948) | 4,861
Issuance of EBT shares (equity compensation) | 5 | — | — | 3,610 | (3,610) | — | —
Repurchase of shares (EBT) | 5 | — | — | (4,065) | — | — | (4,065)
Repurchase of shares (share buyback program) | 5 | (250) | — | (12,324) | 250 | — | (12,324)
Dividends | 6 | — | — | — | — | (65,438) | (65,438)
Transactions with shareholders |  | £668 | £42,305 | £(12,779) | £4,449 | £(68,386) | £(33,743)
Balance as of December 31, 2024 |  | £10,254 | £973,407 | £(95,656) | £15,795 | £171,487 | £1,075,287

The notes on pages 139 to 141 are an integral part of the Company Financial Statements.

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Notes to the Company Financial Statements
(Amounts in thousands, except share, per share and per unit data)
Note 1 - General Information
(Amounts in thousands, except share, per share and per unit data)
Diversified Energy Company PLC (the “Parent” or “Company”), and its wholly owned subsidiaries (the “Group”) is an independent energy company
engaged in the production, transportation and marketing of primarily natural gas related to its synergistic U.S. onshore upstream and midstream assets.
The Group’s assets are located within the Appalachian Region and Central Region in the U.S.
The Company was incorporated on July 31, 2014 in the United Kingdom and is registered in England and Wales under the Companies Act 2006 as a
public limited company under company number 09156132. The Group‘s registered office is located at 4th floor Phoenix House, 1 Station Hill, Reading,
Berkshire, RG1 1NB, UK.
In May 2020, the Company’s shares were admitted to trading on the LSE’s Main Market for listed securities under the ticker “DEC”. In December 2023,
the Company’s shares were admitted to trading on NYSE under the ticker “DEC.” As of December 31, 2024, the principal trading market for the
Company’s ordinary shares was the LSE.
Note 2 - Accounting Policies
(Amounts in thousands, except share, per share and per unit data)
Basis of Preparation
The Company Financial Statements have been prepared in accordance with Financial Reporting Standard 102 “FRS 102” and the Companies Act 2006
under the historical cost basis. The preparation of Company Financial Statements in compliance with FRS 102 requires the use of certain critical
accounting estimates. It also requires the Directors to exercise judgment in applying the Company's accounting policies (refer to Note 3 ).
The Company Financial Statements are presented in British pound sterling (“£”) and rounded to the nearest thousand, unless otherwise stated.
The Company has taken advantage of the following disclosure exemptions:
• As permitted by Section 408 of the Companies Act 2006 the Company has not included a Profit and Loss account in the Company Financial
Statements.
• As permitted by The Financial Reporting Standard applicable in the UK and Republic of Ireland (“FRS”) 102 Section 7 “Statement of Cash Flows”
and Section 11 “Financial Instruments” the company has not included a Statement of Cash Flows as well as other limited disclosures.
• As permitted by FRS 102 Section 33 “Related Party Disclosures” the financial statements do not disclose transactions with any wholly owned
subsidiary undertakings. There were no other related party transactions to report
Going Concern
The Company Financial Statements have been prepared on the going concern basis, which contemplates the health of the Company, as well as the
continuity of normal business activity and the realization of assets and the settlement of liabilities in the normal course of business. The Directors have
reviewed the Company's overall position and outlook and are of the opinion that it is sufficiently well funded to be able to operate as a going concern for
at least the next twelve months from the date of approval of the Company Financial Statements . Refer to Note 2 to the Group Financial Statements for
additional information.
New or Amended Accounting Standards - Not Yet Adopted
At the date of authorization of the Company Financial Statements, the following standard, which has not been applied in the Company Financial
Statements, was in issue but not yet effective. It is expected that where applicable, this standard will be adopted on the effective date. The Group is still
assessing the effect of this standard, though it is not expected to have a material impact.

Standard |  | Amendment |  | Effective Date
FRS 102 |  | The Financial Reporting Standard applicable in the UK and Republic of Ireland |  | Annual periods beginning on or after January 1, 2026

Significant Accounting Policies
Cash & Cash Equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash
equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to
known amounts of cash with insignificant risk of change in value.
Investments
Investments in subsidiaries represents contributions of capital to subsidiaries and are held at cost less accumulated impairment losses.
Share-Based Payments
The Company accounts for share-based payments under FRS 102. All of the Company's share-based awards are equity settled. The fair value of the
awards are determined at the date of grant. As of December 31, 2024 , 2023 and 2022, the Company had three types of share-based payment awards,
RSUs, PSUs and Options. The fair value of the Company’s RSUs is measured using the stock price at the grant date. The fair value of the Company's
PSUs is measured using a Monte Carlo simulation model as of the grant date. The fair value of the Company's Options are calculated using the Black-
Scholes model as of the grant date. The fair value of each award is expensed uniformly over the vesting period.
Note 3 - Significant Accounting Judgments & Estimates
(Amounts in thousands, except share, per share and per unit data)
In preparing the Company Financial Statements, the Directors considered that the key judgment is the evaluation of the carrying value of the
investments in subsidiaries for impairment. Investments in subsidiaries were £1,077,222 and £1,055,908 as of December 31, 2024 and 2023,
respectively. When considering indicators for impairment of the Company's investments the Directors evaluate the impairment indicators for the Group’s

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financial statements on the basis that the Group’s subsidiaries hold the natural gas and oil properties which generate the Group’s cash flows. These cash
flows are ultimately linked to the subsidiaries’ ability to pay dividends back to the Company.
At each reporting date, the Directors assess whether indications exist that an asset may be impaired. If indications do exist, or when annual impairment
testing for an asset is required, the Directors estimate the asset’s recoverable amount. The Directors undertook an impairment trigger assessment in line
with their accounting policy. As a result of this evaluation, the Directors determined that the sustained decline in the Group’s market capitalization
represented an impairment trigger for the year ended December 31, 2024 . Accordingly, the Directors performed an assessment of the recoverable
amount of the investment in subsidiaries. As a result of this assessment, the Directors determined that the investment was fully recoverable and no
impairment was recognized. The Directors also assessed the sensitivity of the impairment analysis and noted that no reasonable change in assumptions
would cause an impairment.
For the year ended December 31, 2023, the Group determined that the carrying amounts of certain proved properties for two fields were not
recoverable from future cash flows and recognized an impairment charge of $41,616. No such impairment was recorded during the year ended
December 31, 2022. Refer to Note 5 to the Group Financial Statements.
In evaluating the outcome of this assessment, the Directors also reviewed the borrowing obligations of the subsidiaries and their capacity to generate
cash flows that contribute to distributable reserves. Following this review, it was determined that the carrying value of natural gas and oil properties did
not require impairment in any fields. Additionally, there were no signs that the subsidiaries would be unable to meet their obligations.
Note 4 - Investments
(Amounts in thousands, except per share and per unit data)
The Company fully owns the issued share capital of Diversified Gas & Oil Corporation, which is incorporated in Delaware, U.S. As of December 31, 2024
and 2023, the carrying value as of the investments held was £1,077,222 and £1,055,908 , respectively. The year-over-year increase was primarily due to
additional capital contributions to subsidiaries, resulting from the issuance and repurchase of share capital as well as dividend payments.
A detailed list of the Company’s subsidiaries can be found in Note 2 of the Group Financial Statements. The registered office for Diversified Gas & Oil
Corporation, along with all its subsidiaries, is located at 1600 Corporate Drive, Birmingham, Alabama, U.S.
Note 5 - Share Capital
(Amounts in thousands, except per share and per unit data)
The table below provides a summary of the Company's share capital for the periods presented. For more detailed information on share capital and other
reserves, refer to Notes 16 and 17 in the Group Financial Statements.

| Number of Shares | Total Share Capital | Total Share Premium
Balance as of December 31, 2021 | 42,482,733 | £8,492 | £802,889
Issuance of share capital (settlement of warrants) | 25,695 | 4 | —
Issuance of share capital (equity compensation) | 39,629 | 6 | —
Issuance of EBT shares (equity compensation) | 87,998 | — | —
Repurchase of shares (EBT) | (789,513) | — | —
Repurchase of shares (share buyback program) | (399,769) | (71) | —
Balance as of December 31, 2022 | 41,446,773 | £8,431 | £802,889
Issuance of share capital (equity placement) | 6,422,200 | 1,284 | 128,213
Issuance of EBT shares (equity compensation) | 334,251 | — | —
Repurchase of shares (share buyback program) | (646,762) | (129) | —
Balance as of December 31, 2023 | 47,556,462 | £9,586 | £931,102
Issuance of share capital (acquisition consideration) | 4,592,095 | 918 | 42,305
Issuance of EBT shares (equity compensation) | 139,317 | — | —
Repurchase of shares (EBT) | (418,151) | — | —
Repurchase of shares (share buyback program) | (1,219,879) | (250) | —
Balance as of December 31, 2024 | 50,649,844 | 10,254 | £973,407

Shares acquired and issued by the EBT do not impact share capital or share premium. For further details on the accounting treatment of EBT shares,
refer to Note 16 in the Group Financial Statements.

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Note 6 - Dividends
(Amounts in thousands, except per share and per unit data)
The table below summarizes the Company's dividends that were paid and declared on the specified dates.

Date Dividends Declared/Paid | Dividend per Share (GBP) | Record Date | Pay Date | Shares Outstanding | Gross Dividends Paid
November 15, 2023 | £0.6844 | March 1, 2024 | March 28, 2024 | 47,221,488 | £32,318
April 10, 2024 | 0.2283 | May 24, 2024 | June 28, 2024 | 47,062,984 | 10,744
May 9, 2024 | 0.2211 | August 30, 2024 | September 27, 2024 | 49,005,036 | 10,835
August 15, 2024 | 0.2279 | November 29, 2024 | December 27, 2024 | 50,642,261 | 11,541
Paid during the year ended December 31, 2024 |  |  |  | £65,438
November 14, 2022 | £0.7220 | March 3, 2023 | March 28, 2023 | 47,868,969 | £34,601
March 21, 2023 | 0.6860 | May 26, 2023 | June 30, 2023 | 48,164,650 | 32,998
May 9, 2023 | 0.7040 | September 1, 2023 | September 29, 2023 | 48,157,129 | 33,893
September 1, 2023 | 0.6840 | December 1, 2023 | December 29, 2023 | 47,856,570 | 32,741
Paid during the year ended December 31, 2023 |  |  |  | £134,233
October 28, 2021 | £0.6500 | March 4, 2022 | March 28, 2022 | 42,502,328 | £27,585
March 22, 2022 | 0.6860 | May 27, 2022 | June 30, 2022 | 42,527,424 | 29,143
May 16, 2022 | 0.7320 | September 2, 2022 | September 26, 2022 | 42,294,025 | 30,968
August 8, 2022 | 0.6900 | November 25, 2022 | December 28, 2022 | 41,446,769 | 28,589
Paid during the year ended December 31, 2022 |  |  |  | £116,285

Dividends were proposed prior to the approval of the financial statements. For further details, refer to Note 18 in the Group Financial Statements .
Note 7 - Operating Expenses
(Amounts in thousands, except per share and per unit data)
Information regarding Directors’ remuneration can be found in Remuneration at a Glance within this Annual Report. Details on Auditors’ remuneration
are provided in Note 7 of the Group Financial Statements.
Note 8 - Taxation
(Amounts in thousands, except per share and per unit data)
The tax assessed for the year aligns with the UK corporate tax rate, which was 25% for the year ended December 31, 2024, 23.0% for the year ending
December 31, 2023, and 19% for the year ending December 31, 2022.

| Year Ended
| December 31, 2024 | December 31, 2023 | December 31, 2022
Profit on ordinary activities before tax | £57,014 | £93,619 | £217,825
Standard UK corporate tax on profits for the period | 14,254 | 22,000 | 41,387
Non-taxable income | (15,903) | (23,331) | (42,569)
Permanent differences | 1,618 | 1,229 | 1,264
Other | 171 | — | 45
Total tax charge for the year | £140 | £(102) | £127

Non-taxable income for the years ended December 31, 2024, 2023 and 2022 pertained to dividend income received from U.S. subsidiaries, amounting to
£63,610, £99,283 and £224,047, respectively.
The UK corporation tax rate increased from 19% to 23% effective April 1, 2023. This change did not have a material impact on the Company’s financial
statements.
Note 9 - Subsequent Events
Refer to Note 28 in the Group Financial Statements for additional information regarding subsequent events.

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Additional Information (Unaudited)

| Page
Payments to Governments Report 2024 | 142
Alternative Performance Measures | 144
Officers and Professional Advisors | 147
Glossary of Terms | 148

Payments to Governments Report 2024
(Amounts in thousands)
This report provides a consolidated overview of the payments made to governments by DEC for the year 2024 as required under Disclosure and
Transparency Rule 4.3A issued by the UK's Financial Conduct Authority ("DTR 4.3A") and in accordance with The Reports on Payments to Governments
Regulations 2014 (as amended in 2015) ("the UK Regulations"). DTR 4.3A mandates that companies listed on a UK stock exchange and operating in the
extractive industry publicly disclose payments to governments in the countries where they engage in the exploration, prospection, discovery,
development, and extraction of natural gas and oil deposits, or other materials.
Basis of Preparation
In accordance with the UK Regulations, DEC prepares a disclosure of payments made to governments for each financial year, covering relevant activities
of both DEC and any of its subsidiary undertakings included in the Group Financial Statements.
Activities within the Scope of the Disclosure
This disclosure includes payments made to governments that pertain to DEC’s activities involving the exploration, development, and production of
natural gas and oil reserves (“extractive activities”). Payments made to governments for activities other than extractive activities are not included in this
disclosure as they fall outside the scope defined by the UK Regulations.
Government
The term “government” encompasses any national, regional, or local authority of a country as well as any department, agency, or entity that operates
as a subsidiary of a government.
Cash Basis
Payments are reported on a cash basis, meaning they are reported in the period in which they are actually paid. This is in contrast to the accrual basis,
where payments are reported in the period in which the liabilities are incurred.
Project Definition
The UK Regulations mandate that payments be reported by project, which is considered a subcategory within a country. A “project” is defined as the
operational activities governed by a single contract, license, lease, concession, or similar legal agreement that form the basis for payment liabilities with
a government. If these agreements are substantially interconnected, they can be treated as a single project. According to the UK Regulations,
“substantially interconnected” refers to a set of operationally and geographically integrated contracts, licenses, leases, concessions, or related
agreements with substantially similar terms, signed with a government, that give rise to payment liabilities. The number of projects will depend on the
contractual arrangements within a country, rather than the scale of activities. Additionally, a project will only be included in this disclosure if relevant
payments were made during the year for that project. The UK Regulations also recognize that some payments may not be attributable to a single
project and may therefore be reported at the country level. Corporate income taxes, which are typically not levied at a project level, serve as an
example of such payments.
Materiality Level
For each type of payment, any total payments to a government that are below £86 are excluded from this report.
Exchange Rate
Payments made in currencies other than USD are converted for this report using the relevant quarterly average foreign exchange rate.
Payment Types
According to the UK Regulations, a “payment” is defined as an amount paid whether in money or in kind, for relevant activities. The payment must fall
into one of the following categories:
Production Entitlements
Under production-sharing agreements (“PSA”), the production is divided between the host government and the other parties to the PSA. The host
government usually receives its share or entitlement in kind rather than in cash. For the year ended December 31, 2024, DEC had no reportable
production entitlements to a government.
Taxes
This report includes taxes levied on income, personnel, production, or profits that are withheld from dividends, royalties, and interest received by DEC.
However, taxes levied on consumption, sales, procurement (contractor’s withholding taxes), environmental, property, customs, and excise are not
reportable under the UK Regulations.
Royalties
Payments for the rights to extract natural gas and oil resources are typically calculated as a set percentage of revenue, minus any allowable deductions.
These payments can be made in cash or in kind (valued similarly to production entitlement).
Dividends
Dividend payments, except for those paid to a government as a shareholder of an entity, are not included unless they are paid in lieu of production
entitlements or royalties. For the year ended December 31, 2024, DEC had no reportable dividend payments to a government.

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Bonuses
This report includes signature, discovery, and production bonuses, as well as other bonuses payable under licenses or concession agreements. These
bonuses are typically paid upon signing an agreement or a contract, declaring a commercial discovery, commencing production, or reaching a
production milestone. For the year ended December 31, 2024, DEC had no reportable bonus payments to a government.
Fees
In preparing this report, DEC has included license fees, rental fees, entry fees, and all other payments made in consideration for new and existing
licenses and or concessions. Fees paid to governments for administrative services are excluded.
Infrastructure Improvements
Payments related to the construction of infrastructure, such as roads, bridges, or railways, that are not substantially dedicated to extractive activities are
included. However, payments that are of a social investment nature, such as building a school or hospital, are excluded.
Payments Overview
The tables below display the relevant payments to governments made by DEC for the year ended December 31, 2024, categorized by country and
payment type. Of the seven payment types required by the UK Regulations, DEC did not make any payments for production entitlements, dividends,
bonuses, fees, or infrastructure improvements; therefore, those categories are not shown.
SUMMARY OF PAYMENTS TO GOVERNMENTS
(Amounts in Thousands)

Countries | Taxes | Royalties | Total
United Kingdom | $— | $— | $—
United States | 86,049 | 2,735 | 88,784
Total | $86,049 | $2,735 | $88,784

United Kingdom

Governments | Taxes | Royalties | Total
Oil and Gas Authority | $— | $— | $—
HM Revenue and Customs | — | — | —
The Crown Estate Scotland | — | — | —
Total | $— | $— | $—

United States

Governments | Taxes | Royalties | Total
Commonwealth of Pennsylvania | $3,977 | $— | $3,977
Commonwealth of Virginia | 1,661 | — | 1,661
Internal Revenue Service | 18,799 | — | 18,799
Office of Natural Resources Revenue | — | 1,427 | 1,427
State of Alabama | 114 | — | 114
State of Kentucky | 10,585 | — | 10,585
State of Louisiana | 8,520 | — | 8,520
State of Ohio | 2,168 | — | 2,168
State of Oklahoma | 8,906 | 1,089 | 9,995
State of Tennessee | 185 | — | 185
State of Texas | 17,920 | 219 | 18,139
State of West Virginia | 13,214 | — | 13,214
Total | $86,049 | $2,735 | $88,784

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Alternative Performance Measures
(Amounts in thousands, except share, per share and per unit data)
We utilize APMs to enhance the comparability of information across reporting periods and to more accurately assess cash flows. This is achieved by
adjusting for uncontrollable or transactional factors that are not comparable period-over-period or by aggregating measures. This approach helps users
of this Annual Report better understand the activity occurring across the Group. APMs are employed by the Directors for planning and reporting
purposes and should not be viewed as a replacement for IFRS. Additionally, these measures are used in discussions with the investment analyst
community and credit rating agencies.
Adjusted EBITDA
As used herein, EBITDA represents earnings before interest, taxes, depletion, depreciation, and amortization. Adjusted EBITDA further adjusts for items
that are not comparable period-over-period, including accretion of asset retirement obligations, other (income) expense, loss on joint and working
interest owners receivable, (gain) loss on bargain purchases, (gain) loss on fair value adjustments of unsettled financial instruments, (gain) loss on
natural gas and oil property and equipment, costs associated with acquisitions, other adjusting costs, non-cash equity compensation, (gain) loss on
foreign currency hedge, net (gain) loss on interest rate swaps and other similar items.
Adjusted EBITDA should not be considered in isolation or as a substitute for operating profit (loss), net income (loss), or cash flows provided by (used
in) operating, investing, and financing activities. However, we believe this measure is useful to investors in evaluating our financial performance because
it (1) is widely used by investors in the natural gas and oil industry as an indicator of underlying business performance; (2) helps investors more
meaningfully evaluate and compare the results of our operations from period to period by removing the often-volatile revenue impact of changes in the
fair value of derivative instruments prior to settlement; (3) is used in the calculation of a key metric in one of our Credit Facility financial covenants; and
(4) is used by us as a performance measure in determining executive compensation. When evaluating this measure, we believe investors also commonly
find it useful to assess this metric as a percentage of our total revenue, inclusive of settled hedges, which we refer to as adjusted EBITDA margin.

| Year Ended
| December 31, 2024 | December 31, 2023 | December 31, 2022
Net income (loss) | $(87,001) | $759,701 | $(620,598)
Finance costs | 137,643 | 134,166 | 100,799
Accretion of asset retirement obligations | 30,868 | 26,926 | 27,569
Other (income) expense(a) | (1,257) | (385) | (269)
Income tax (benefit) expense | (136,951) | 240,643 | (178,904)
Depreciation, depletion and amortization | 256,484 | 224,546 | 222,257
(Gain) loss on bargain purchases | — | — | (4,447)
(Gain) loss on fair value adjustments of unsettled financial instruments | 189,030 | (905,695) | 861,457
(Gain) loss on natural gas and oil properties and equipment(b) | 15,308 | 4,014 | 93
(Gain) loss on sale of equity interest | 7,375 | (18,440) | —
Unrealized (gain) loss on investment | 4,013 | (4,610) | —
Impairment of proved properties(c) | — | 41,616 | —
Costs associated with acquisitions | 11,573 | 16,775 | 15,545
Other adjusting costs(d) | 22,375 | 17,794 | 69,967
Loss on early retirement of debt | 14,753 | — | —
Non-cash equity compensation | 8,286 | 6,494 | 8,051
(Gain) loss on foreign currency hedge | — | 521 | —
(Gain) loss on interest rate swap | (190) | 2,722 | 1,434
Total adjustments | $559,310 | $(212,913) | $1,123,552
Adjusted EBITDA | $472,309 | $546,788 | $502,954
Pro forma adjusted EBITDA(e) | $548,570 | $553,252 | $574,414

(a) Excludes $1 million in dividend distributions received for our investment in DP Lion Equity Holdco during the year ended December 31, 2024.
(b) Excludes $27 million , $24 million and $2 million in cash proceeds received for leasehold sales during the years ended December 31, 2024, 2023 and 2022, respectively,
less $14 million and $4 million of basis in leasehold sales for the years ended December 31, 2024 and 2023, respectively.
(c) For the year ended December 31, 2023, the Group determined the carrying amounts of certain proved properties within two fields were not recoverable from future
cash flows, and therefore, were impaired.
(d) Other adjusting costs for the year ended December 31, 2024, were primarily associated with legal and professional fees related to the U.S. listing, legal fees for certain
litigation, and expenses associated with unused firm transportation agreements. For the year ended December 31, 2023, these costs were primarily related to legal and
professional fees for the U.S. listing, legal fees for certain litigation, and expenses for unused firm transportation agreements. For the year ended December 31, 2022,
these costs mainly included $28 million in contract terminations, which enabled the Group to secure more favorable future pricing, and $31 million in deal breakage and/
or sourcing costs for acquisitions.
(e) Includes adjustments for the year ended December 31, 2024 for the Oaktree, Crescent Pass, and East Texas II acquisitions to pro forma their results for the full twelve
months of operations. Similar adjustments were made for the year ended December 31, 2023 for the Tanos II Acquisition, as well as for the year ended December 31,
2022 for the East Texas I and ConocoPhillips acquisitions.

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Net Debt
As used herein, net debt represents total debt as recognized on the balance sheet, minus cash and restricted cash. Total debt includes borrowings under
our Credit Facility and borrowings under, or issuances of, our subsidiaries’ securitization facilities. We believe net debt is a useful indicator of our
leverage and capital structure.
Net Debt-to-Adjusted EBITDA
As used herein, net debt-to-adjusted EBITDA, also referred to as “leverage” or the “leverage ratio,” is calculated by dividing net debt by adjusted
EBITDA. We believe this metric is a crucial measure of our financial liquidity and flexibility, and it is also used in the calculation of a key metric in one of
our Credit Facility financial covenants.

| As of
| December 31, 2024 | December 31, 2023 | December 31, 2022
Total debt(a) | $1,693,242 | $1,276,627 | $1,440,329
LESS: Cash | 5,990 | 3,753 | 7,329
LESS: Restricted cash(b) | 46,269 | 36,252 | 55,388
Net debt | $1,640,983 | $1,236,622 | $1,377,612
Adjusted EBITDA | $472,309 | $546,788 | $502,954
Pro forma adjusted EBITDA(c) | $548,570 | $553,252 | $574,414
Net debt-to-pro forma adjusted EBITDA(d) | 3.0x | 2.2x | 2.4x

(a) Includes adjustments for deferred financing costs and original issue discounts, consistent with presentation on the Statement of Financial Position.
(b) The increase of restricted cash as of December 31, 2024, is due to the addition of $21 million and $3 million in restricted cash for the ABS VIII Notes and ABS IX Notes,
respectively, offset by $7 million and $9 million for the retirement of the ABS III Notes and ABS V Notes, respectively.
(c) Includes adjustments for the year ended December 31, 2024 for the Oaktree, Crescent Pass, and East Texas II acquisitions to pro forma their results for the full twelve
months of operations. Similar adjustments were made for the year ended December 31, 2023 for the Tanos II Acquisition, as well as for the year ended December 31,
2022 for the East Texas I and ConocoPhillips acquisitions.
(d) Does not include adjustments for working capital which are often customary in the market.
Total Revenue, Inclusive of Settled Hedges
As used herein, total revenue, inclusive of settled hedges, accounts for the impact of derivatives settled in cash. We believe that total revenue, inclusive
of settled hedges, is a useful because it enables investors to discern our realized revenue after adjusting for the settlement of derivative contracts.
Adjusted EBITDA Margin
As used herein, adjusted EBITDA margin is calculated as adjusted EBITDA expressed as a percentage of total revenue, inclusive of settled hedges.
Adjusted EBITDA margin encompasses the direct operating costs and the portion of general and administrative costs required to produce each Mcfe.
This metric includes operating expense, employee costs, administrative costs and professional services, and recurring allowance for credit losses, which
cover both fixed and variable costs components. We believe that adjusted EBITDA margin is a useful measure of our profitability and efficiency, as well
as our earnings quality, because it evaluates the Group on a more comparable basis period-over-period, especially given our frequent involvement in
transactions that are not comparable between periods.

| Year Ended
| December 31, 2024 | December 31, 2023 | December 31, 2022
Total revenue | $794,841 | $868,263 | $1,919,349
Net gain (loss) on commodity derivative instruments(a) | 151,289 | 178,064 | (895,802)
Total revenue, inclusive of settled hedges | $946,130 | $1,046,327 | $1,023,547
Adjusted EBITDA | $472,309 | $546,788 | $502,954
Adjusted EBITDA margin | 50% | 52% | 49%

(a) Net gain (loss) on commodity derivative settlements represents the cash paid or received on commodity derivative contracts. This excludes settlements on foreign
currency and interest rate derivatives, as well as the gain (loss) on fair value adjustments for unsettled financial instruments for each of the periods presented.

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Free Cash Flow
As used herein, free cash flow represents net cash provided by operating activities, less expenditures on natural gas and oil properties and equipment,
and cash paid for interest. We believe that free cash flow is a useful indicator of our ability to generate cash that is available for activities beyond capital
expenditures. The Directors believe that free cash flow provides investors with an important perspective on the cash available to service debt
obligations, make strategic acquisitions and investments, and pay dividends.

| Year Ended
| December 31, 2024 | December 31, 2023 | December 31, 2022
Net cash provided by operating activities | $345,663 | $410,132 | $387,764
LESS: Expenditures on natural gas and oil properties and equipment | (52,100) | (74,252) | (86,079)
LESS: Cash paid for interest | (123,141) | (116,784) | (83,958)
Free cash flow | $170,422 | $219,096 | $217,727

Adjusted Operating Cost per Mcfe
Adjusted operating cost per Mcfe is a metric that allows us to measure the direct operating costs and the portion of general and administrative costs
required to produce each Mcfe. Similar to adjusted EBITDA margin, this metric includes operating expenses, employee costs, administrative costs and
professional services, and recurring allowance for credit losses, encompassing both fixed and variable cost components.
Employees, administrative costs and professional services
As used herein, employees, administrative costs and professional services represents total administrative expenses, excluding costs associated with
acquisitions, other adjusting costs, and non-cash expenses. We use this measure because it excludes items that affect the comparability of results or are
not indicative of trends in the ongoing business.

| Year Ended
| December 31, 2024 | December 31, 2023 | December 31, 2022
Total production (MMcfe) | 289,586 | 299,632 | 296,121
Total operating expense | $428,902 | $440,562 | $445,893
Employees, administrative costs and professional services | 86,885 | 78,659 | 77,172
Recurring allowance for credit losses | 101 | 8,478 | —
Adjusted operating cost | $515,888 | $527,699 | $523,065
Adjusted operating cost per Mcfe | $1.78 | $1.76 | $1.77

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Officers and Professional Advisors

Directors | David E. Johnson (Non-Executive Chairman (Independent upon appointment)) Martin K. Thomas (Non-Executive Vice Chairman) Rusty Hutson, Jr. (Chief Executive Officer) David J. Turner, Jr. (Independent Non-Executive Director) Sandra M. Stash (Independent Non-Executive Director) Kathryn Z. Klaber (Independent Non-Executive Director) Sylvia Kerrigan (Senior Independent Non-Executive Director) (for the entirety of 2024 through January 24, 2025)
Registered Number | 09156132 (England and Wales)
Registered Office | 4th floor Phoenix House 1 Station Hill Reading, Berkshire, RG1 1NB United Kingdom
Headquarters | 1600 Corporate Drive Birmingham, Alabama 35242 United States
Company Secretary | Apex Secretaries LLP 6th Floor 140 London Wall London EC2V 5DN United Kingdom
Independent Auditors, United Kingdom | PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH United Kingdom |
Independent Registered Public Accounting Firm, United States | PricewaterhouseCoopers LLP 569 Brookwood Village #851 Birmingham, AL 35209 United States |
Legal Advisor, United Kingdom | Latham & Watkins (London) LLP 99 Bishopsgate London ECM2 3XF United Kingdom
Legal Advisor, United States | Gibson, Dunn & Crutcher LLP 811 Main Street Suite 3000 Houston, TX 77002
Competent Person | Netherland, Sewell & Associates, Inc. 2100 Ross Avenue, Suite 2200 Dallas, Texas 75201 United States
Share Registrar | ComputerShare Investor Services PLC The Pavilions, Bridgewater Road Bristol, BS13 8AE United Kingdom |
Brokers | Tennyson Securities 23rd Floor, 20 Fenchurch Street London EC3M 3BY United Kingdom Stifel Nicolaus Europe Limited 150 Cheapside London, EC2V 6ET United Kingdom | Peel Hunt LLP 7th Floor, 100 Liverpool Street London EC2M 2AT United Kingdom

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Glossary of Terms
£
British pound sterling
$
U.S. dollar
ABS
Asset-Backed Security
Adjusted EBITDA
Adjusted EBITDA is an APM. Refer to APMs within this Annual Report for
information on how this metric is calculated and reconciled to
IFRS measures.
Adjusted EBITDA margin
Adjusted EBITDA margin is an APM. Refer to APMs within this Annual
Report for information on how this metric is calculated and reconciled to
IFRS measures.
Adjusted operating cost
Adjusted operating cost is an APM. Refer to APMs within this Annual
Report for information on how this metric is calculated and reconciled to
IFRS measures.
Adjusted operating cost per Mcfe
Adjusted operating cost per Mcfe is an APM. Refer to APMs within this
Annual Report for information on how this metric is calculated and
reconciled to IFRS measures.
AIM
Alternative Investment Market
APM
Alternative Performance Measure
Bbl
Barrel or barrels of oil or natural gas liquids
Bcfe
Billions of cubic fee equivalent
Board or BOD
Board of Directors
Boe
Barrel of oil equivalent, determined by using the ratio of one Bbl of oil or
NGLs to six Mcf of natural gas. The ratio of one barrel of oil or NGLs to
six Mcf of natural gas is commonly used in the industry and represents
the approximate energy equivalence of oil or NGLs to natural gas, and
does not represent the economic equivalency of oil and NGLs to natural
gas. The sales price of a barrel of oil or NGLs is considerably higher than
the sales price of six Mcf of natural gas.
Boepd
Barrels of oil equivalent per day
Btu
A British thermal unit, which is a measure of the amount of energy
required to raise the temperature of one pound of water one
degree Fahrenheit.
CO2
Carbon dioxide
CO2e
Carbon dioxide equivalent
CEO
Chief Executive Officer
CFO
Chief Financial Officer
COO
Chief Operating Officer
DD&A
Depreciation, depletion and amortization
E&P
Exploration and production
EBITDA
Earnings before interest, tax, depreciation and amortization
EBITDAX
Earnings before interest, tax, depreciation, amortization and exploration
expense
EHS
Environmental, health & safety
Employees, administrative costs and professional services
Employees, administrative costs and professional services is an APM.
Refer to APMs within this Annual Report for information on how this
metric is calculated and reconciled to IFRS measures.
EPA
Environmental Protection Agency
EPS
Earnings per share
ERM
Enterprise Risk Management
ESG
Environmental, Social and Governance
EU
European Union
Free cash flow
Free cash flow is an APM. Refer to APMs within this Annual Report for
information on how this metric is calculated and reconciled to
IFRS measures.
FTSE
Financial Times Stock Exchange
G&A
General and administrative expense
GBP
British pound sterling
Henry Hub
A natural gas pipeline delivery point that serves as the benchmark
natural gas price underlying NYMEX natural gas futures contracts.
IAS
International Accounting Standard
IASB
International Accounting Standards Board
IPO
Initial public offering
IFRS
Interna tional Financial Reporting Standards
KWh
Kilowatt hour
LIBOR
London Inter-bank Offered Rate
LOE
Base lease operating expense is defined as the sum of employee and
benefit expenses, well operating expense (net), automobile expense and
insurance cost.
LSE
London Stock Exchange
Lost Time Incident Rate (“LTIR”)
LTIR is the number of work-related lost time incidents per 200,000 work
hours.
M&A
Mergers and acquisitions
Mbbls
Thousand barrels
Mboe
Thousand barrels of oil equivalent

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Mboepd
Thousand barrels of oil equivalent per day
Mcf
Thousand cubic feet of natural gas
Mcfe
Thousand cubic feet of natural gas equivalent
Midstream
Midstream activities include the processing, storing, transporting and
marketing of natural gas, NGLs and oil.
Mmboe
Million barrels of oil equivalent
Mmbtu
Million British thermal units
Mmcf
Million cubic feet of natural gas
Mmcfe
Million cubic feet of natural gas equivalent
Mont Belvieu
A mature trading hub with a high level of liquidity and transparency that
sets spot and futures prices for NGLs.
MT CO2e
Metric ton of carbon dioxide equivalent
Motor Vehicle Accidents (“MVA”)
MVA is the rate of preventable accidents per million miles driven.
MT
Metric ton
Net debt
Net debt is an APM. Refer to APMs within this Annual Report for
information on how this metric is calculated and reconciled to
IFRS measures.
Net zero
Achieving an overall balance between carbon emissions produced and
carbon emissions taken out of the atmosphere, which includes making
changes to reduce emissions to the lowest amount and offsetting as a
last resort. For Diversified net zero means total Scope 1 and 2
GHG emissions.
NGLs
Natural gas liquids, such as ethane, propane, butane and natural
gasoline that are extracted from natural gas production streams.
NYMEX
New York Mercantile Exchange
Oil
Includes crude oil and condensate
OGMP 2.0
Oil & Gas Methane Partnership 2.0 is a voluntary measurement-based
methane emissions reporting initiative of the Unites Nations
Environmental Program, where a Gold Standard recognition represents
the highest levels (Level 4/5) of reporting.
OSHA
Occupational Safety and Health Administration
Performance Share Award
Performance stock unit award
PSU
Performance stock unit
PV-10
A calculation of the present value of estimated future natural gas and oil
revenues, net of forecasted direct expenses, and discounted at an
annual rate of 10%. This calculation does not consider income taxes and
utilizes a pricing assumption consistent with the forward curve at
December 31, 2024.
Realized price
The cash market price less all expected quality, transportation and
demand adjustments.
Restricted Share Award
Restricted stock unit award
RSU
Restricted stock unit
SAM
Smarter Asset Management
SOFR
Secured Overnight Financing Rate
TCFD
Task Force on Climate-Related Financial Disclosures
Total Recordable Incident Rate (“TRIR”)
TRIR is the number of work-related injuries per 200,000 work hours.
Total revenue, inclusive of settled hedges
Total revenue, inclusive of settled hedges, is an APM. Refer to APMs
within this Annual Report for information on how this metric is
calculated and reconciled to IFRS measures.
TSR
Total Shareholder Return
TTM
Trailing twelve months
UK
United Kingdom
U.S.
United States
USD
U.S. dollar
WTI
West Texas Intermediate grade crude oil, used as a pricing benchmark
for sales contracts and NYMEX oil futures contracts.