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Energean plc
Annual Report 2025
Energean is a London listed FTSE 250 and Tel Aviv Listed TA-90 E&P
company, which has continued to grow from its foundations in Greece,
to become the largest independent oil and gas producer in the East
Mediterranean. Production averaged 154 Kboe/d in 2025, and we
have developed into a long-term upstream operator, with 2P reserves
of around one billion boe and a reserves life of 18 years
1
. Energean is
committed to sustainable development and to be a net zero emitter
by 2050.
What’s inside
Strategic Report
1
Key Metrics and Report Highlights
3
About Us
5
Non-Financial and Sustainability
Information Statement
6
Chair’s Statement
8
Chief Executive Officer’s Review
11
Our Business Model
13
Our Strategy
14
Our Key Performance Indicators
16
Market Overview
18
Review of Operations
24
Our Journey to Net Zero
42
ESG Review
57
Financial Review
65
Risk Management
80
Section 172 Companies Act 2006
Statement
84
Viability Statement
Corporate Governance
88
Board of Directors
94
Corporate Governance Statement
102
Audit & Risk Committee Report
113
Environment, Safety & Social
Responsibility Committee
116
Nomination & Governance
Committee
125
Remuneration Report
143
Group Directors’ Report
149
Statement of Directors’
Responsibilities
Financial Statements
151
Independent Auditor’s Report
to the Members of Energean plc
164
Group Income Statement
165
Group Statement of
Comprehensive Income
166
Group Statement of
Financial Position
168
Group Statement of
Changes in Equity
169
Group Statement of Cash Flows
Other information
265
2025 Report on Payments
to Governments
269
Glossary
273
Company Information
Get the latest investor news online at
energean.com
1
Reserves life calculated using YE25
reserves of 989 mmboe and 2025
average production of 154 Kboe/d.
KEY METRICS AND REPORT HIGHLIGHTS
During the year, we maintained a strong focus on
operational excellence, disciplined capital management
and strict cost control. As a result, our business has stayed
resilient in the face of geopolitical and market pressures.”
Matthaios Rigas
Chief Executive Officer
2025
2024
2
% change
Lost Time Injury Frequency (no. per million hours worked)
0.20
0.34
(41%)
Total Recordable Injury Rate (no. per million hours worked)
0.40
0.52
(23%)
Average working interest 2P reserves and 2C resources (MMboe)
1,182
1,259
(6%)
Average working interest production (Kboe/d)
154
153
1%
Total revenue and other income ($ million)
1,773
1,780
0%
Cash cost of production ($/boe)
10
10
-%
Adjusted EBITDAX ($ million)
3
1,117
1,162
(4%)
Profit/(Loss) after tax ($ million)
(258)
127
(302%)
Cash flow from operating activities ($ million)
1,144
1,122
2%
Dividend per share ($ per share)
1.20
1.20
-%
Emissions intensity (kgCO
2
e/boe)
7.5
8.4
(11%)
2025
2024
Net debt/(cash) ($ million)
3,255
2,949
Leverage (net debt/Adjusted EBITDAX)
3
2.9x
2.5x
2
As described in the note 25 to the annual consolidated financial statements, the business previously classified as discontinued
operations was reclassified to continuing operations and the comparative financial information has been restated as if that
business had never met the criteria to be classified as held for sale.
3
The Group uses certain measures of performance that are not specifically defined under IFRS or other generally accepted
accounting principles. These non-IFRS measures include adjusted EBITDAX ($ million). More information can be found in the
Financial Review section, under the heading “Non-IFRS measures”.
Annual report 2025 |
Energean
1
KEY METRICS AND REPORT HIGHLIGHTS
continued
Resilient business performance,
focused on operational excellence
During the year, Group average working
interest (
“W.I.”
) production in 2025 was
154 Kboe/d (85% gas), reflecting strong
performance in the second half of
the year, particularly in Israel, resulting
in Group production at the upper
end of the revised guidance range of
145-155 Kboe/d. Group output remained
flat versus 2024, despite the temporary
suspension in Israel in June, following
a directive from the Ministry of Energy
and Infrastructure due to regional
geopolitical developments.
Total revenue and other income of
$1,773 million and adjusted EBITDAX of
$1,117 million, in line with the prior year.
On 28 February 2026, Energean
received notice from the Ministry of
Energy and Infrastructure ordering the
temporary suspension of production
and activities of the Energean Power
FPSO, following geopolitical escalations
in the region. As of the time of writing,
production in Israel remains suspended.
Energean continues to monitor the
situation closely, with the safety of its
people its top priority. The rest of our
portfolio is producing in line with
2026 guidance, with output averaging
36 Kboe/d (70% gas) between January-
February 2026.
See page 18 for further details
Safe and conscientious operator,
focused on realising the very best
version of Energean
In 2025, Energean’s excellent safety
record continued, with no fatal incidents.
Moreover, Lost Time Injury Frequency
(
“LTIF”
) and Total Recordable Injury
Frequency (
“TRIF”
) fell by 41% and 23%
respectively. Energean also achieved an
11% year-on-year reduction in emissions
intensity to 7.5 kgCO
2
e/boe, in line with
its commitment to achieve net zero
4
emissions by 2050.
See pages 36 and 46 for further details
Unlocking full asset potential to
maximise cash flow
In Israel, we signed over $4 billion in new
long-term gas contracts, to supply new
build power stations to meet Israel’s
growing gas demand, and invested in
the new Nitzana export pipeline to
increase sales, with development
underway. In Egypt, we stabilised our
year-on-year receivables position and
post-period end, EGPC gave Energean
notice of its intention to reduce further
the outstanding receivable balance.
Energean is in advanced discussions to
merge its three offshore concessions,
which is expected to improve the
commercial and fiscal conditions,
unlock additional reserves and new
development and exploration
opportunities, and extend the economic
life of the fields. Agreed terms are
targeted around mid-year 2026, with
parliament ratification to follow.
See pages 19-21 for further details
Continued discipline on costs
amidst commodity price volatility
2025
Cost of Operations (excluding royalties)
was maintained at $6/boe year-on-
year, and cash G&A was tightly
controlled at $38 million (2024:
$37 million). Energean’s low operating
breakeven and long-term gas contracts
with floor prices provides resilience
from global commodity price volatility.
See page 57 for further details
No near-term debt maturities
In 2025, Energean refinanced its
$625 million 2026 Energean Israel
Limited Notes using a 10-year
$750 million term loan facility, and
refinanced its $450 million 2027
Corporate bond with a EUR 400 million
bond, maturing in 2031. In light of this,
in addition to a post-period extension
of other third-party borrowings and
the re-start of the Prinos field in
Greece, this removes near-term debt
maturities and increases the weighted
average maturity to six years, with a
weighted average cost of debt of 7%.
See page 21 and refer to note 21
in the financial statements for further
details
Launching the next stage of our
growth strategy through our
entry into offshore Angola
Post-period end in March 2026,
Energean announced that it had signed
an agreement to acquire Chevron’s 31%
operated interest and 15.5% non-
operated interest in Block 14K, offshore
Angola. The acquired assets include ten
producing oil fields. Beyond this initial
step, Energean continues to evaluate
opportunities capable of growing our
portfolio over the long term.
See pages 9 and 64 for further details
4
Across scope 1 and 2 emissions.
Annual report 2025 |
Energean 2
Egypt
Angola*
Production,
Development
& Exploration
Production
Key:
ABOUT US
The largest independent E&P operator in the
East Mediterranean
Established in 2007, Energean is a London-listed
FTSE 250 and Tel Aviv-listed TA-90 E&P company
with operations in the Europe, Middle East and Africa
(
“EMEA”
) region. Since IPO in 2018, Energean has
grown from its foundations in Greece, to become
the largest independent E&P operator in the East
Mediterranean, with production averaging 154 Kboe/d
in 2025. We have developed into a long-term upstream
operator, with 2P reserves of around one billion boe
and a reserves life of 18 years.
Energean is a full-cycle E&P Company, with over
18 years of operating experience across eight
countries. Our flagship Karish and Karish North
developments were brought safely onstream in
October 2022 and February 2024 respectively.
81% of Energean’s 2025 production was underpinned
by long-term gas contracts in Israel, which have
a weighted-average life of 13 years, and Egypt;
containing floor pricing and take-or-pay or exclusivity
provisions, which ensures a base level of cash flow
predictability.
Energean at a glance
Figure 1. Map of Energean’s operations
United Kingdom
Israel
Greece
Italy
Croatia
*
Post-period end on 12 March 2026, Energean announced that
it had signed an agreement to acquire Chevron’s 31% operated
interest in Block 14 and 15.5% non-operated interest in Block 14K,
offshore Angola. Closing is expected by the end of 2026, subject,
inter alia, to government and regulatory approvals and the
waiver of applicable pre-emption rights.
Annual report 2025 |
Energean
3
Katlan
Karish
Tanin
Karish North
Hercules
Drakon
ABOUT US
continued
Establishing itself as a safe, efficient and trusted
operator for host countries and stakeholders,
Energean has a wealth of upstream experience,
spanning the full exploration and production value
chain, from full deepwater developments to
decommissioning of late life assets. Energean is
focused on running safe and reliable operations and
is committed to achieving net zero emissions by 2050
and to reducing its non-routine flaring and methane
emissions. Gas from Karish and Karish North will be
used to help Israel transition away from coal-powered
electricity in line with the country’s commitment to
close all coal power stations.
Where we operate
Energean has operations in six countries: Israel,
Egypt, Italy, Greece, Croatia and the UK. In these
countries, the Group has a balanced portfolio of
production, development and exploration assets.
Please see Note 33 in the Financial Statements for
a full breakdown of all Energean licences.
Figure 2. Energean Israel Ltd. (
“EISL”
) leases and licenses
Annual report 2025 |
Energean
4
NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT
The following table constitutes
our Group Non-Financial and
Sustainability Information
Statement in compliance with
the Companies (Strategic Report)
(Climate-related Financial
Disclosure) Regulations 2022
amendment of Sections 414C,
414CA and 414CB of the
Companies Act 2006.
We consider the information in our
Task Force on Climate-related
Financial Disclosures (
“TCFD”
)
disclosures on pages 24-41, taken
together with our climate-related
non-financial disclosures on pages
42-56 of this report to be compliant
with the disclosure requirements
of Section 414CB of the Companies
Act, as amended by the UK CFD
Regulations.
The information listed is
incorporated by cross-reference.
Additional Group Non-Financial
Information is also available on
our website
www.energean.com
.
Reporting requirement
Group approach and policies
Relevant information
Relevant
pages
Environment (including
climate-related
disclosures)
Biodiversity Policy
Water Management Policy
Climate Change Policy
Task Force on Climate-related Disclosure
Environmental policies
Environmental targets
Environmental data
Environmental KPIs
TCFD disclosure
42-46
36
36, 42
14-15
23
Employees
Equal Opportunities Policy
Diversity, Equity and Inclusion Policy
Code Of Ethics
Corporate Major Accident Prevention Policy
Data Privacy Policy
HSE Policy for Contractors
HSE policies
HSE KPIs
HSE data
Our people, our
strength
46
46
46
52
Human rights
Code of Ethics
Human Rights Policy
Safeguarding human
rights at work
Contribution to society
51
54
Social matters
Code of Ethics
UN’s 17 Sustainable Development Goals
Contribution to society
54
Anti-corruption and
anti-bribery
Code of Ethics
UK Bribery Act
Applicable Local Anti-Bribery Laws
Anti-Corruption and Bribery Policy
Whistleblowing Policy
Safeguarding human
rights at work
Contribution to society
Corporate governance
51
54
80
Governance and
risk management
Corporate Governance Code
Principal Risks and Uncertainties
Governance & Risk Management
Risk management
Corporate governance
Audit & Risk Committee
65
94
102
Business model
Our Business Model
N/A
11
Strategy
Our Strategy
N/A
13
Non-financial
key performance
indicators
Key Performance Indicators
N/A
14
Annual report 2025 |
Energean
5
CHAIR’S STATEMENT
Dear Shareholders,
On behalf of the Board, I am pleased to present
Energean’s Annual Report for the year ended
31 December 2025.
Market environment and our strategic positioning
Energean operates in an increasingly dynamic global
energy landscape, which continues to evolve against
a backdrop of heightened geopolitical uncertainty and
growing demand. The International Energy Agency’s
World Energy Outlook 2025 Report emphasised that
energy security has become a defining geopolitical and
economic priority, with countries seeking reliable supplies
that support both resilience and long term growth.
Within this context, Energean’s purpose – to enhance
energy security and promote socio economic
development across the EMEA region – has never been
more relevant. Energean is strategically positioned
to play a critical role within this shifting energy system.
We operate in markets where domestic supply remains
a national priority, and our track record of bringing
complex offshore projects online positions us as a
reliable partner to governments and communities alike,
to drive socio-economic development.
Creating long-term value for our shareholders
During the year, the Board and I oversaw and
monitored strategic decisions designed to position
Energean for long-term value creation. We also
advanced our strategic objective of broadening the
Group’s geographic footprint and reducing reliance on
any single region, monitoring the Group’s assessment
of growth opportunities across the EMEA region.
The Board also provided strategic oversight of major
projects and long term value delivery across the
portfolio. This included assurance over the safe and
reliable execution of the ongoing Katlan project and
other development programmes, as well as approvals
supporting long term gas sales agreements in Israel
that underpin contracted revenues and future
customer supply. The Board also monitored
operational performance and production planning,
Annual report 2025 |
Energean
6
with particular focus on the evolving security
environment in Israel. Revisiting Egypt and Italy,
the Board also reviewed investment decisions aimed
at sustaining and maximising production, and
strengthening cash generation. We were also centred
on ensuring the Group’s financial resilience, including
cost discipline, overseeing debt refinancing activities,
whilst remaining focused on our intention to reduce
leverage over time. Consideration of shareholder
returns, including interim dividends, was carefully
balanced in the context of liquidity forecasts, reserves
and the need to maintain flexibility in a dynamic
operating environment.
Health and safety remained a central priority for
the Board. We continued to rigorously scrutinise the
performance of key health and safety metrics against
our targets, while also monitoring environmental
performance, ESG strategy and emissions indicators.
Risk management and governance also remained
core areas of focus, with further integration of the
enterprise risk management framework and ongoing
reviews of core policies, statutory compliance and
emerging regulatory requirements. Finally, we
remained committed to fostering an inclusive and
engaging working environment, while continuing
to build capability, leadership and talent across the
organisation, especially as the business reintegrated
Egypt and Italy in 2025.
A detailed overview of the priorities of the Board and
each of our committees can be found in the Corporate
Governance section of this report.
Board composition
During the year, we gave our thanks to
Amy Lashkinsky
,
who stepped down from the Board. Her dedication and
valuable insights made a significant contribution to
Energean’s success. Amy’s extensive experience in
corporate intelligence and risk management provided
the Board with a consistently thoughtful and challenging
perspective. Her guidance was instrumental as we
entered the Israeli gas market, navigated the challenges
of COVID 19 and completed the Edison acquisition.
We remain grateful for her service and impact.
Following Amy’s departure, we were pleased to
welcome
Sayma Cox
to the Board. Sayma brings
extensive international oil and gas operating
experience, deep CCS expertise, and valuable
geopolitical insight. She has already made a strong
impact, and her strategic perspective is helping to
support the Board as we lead Energean into its next
phase of disciplined growth.
2025 AGM
At the 2025 Annual General Meeting, all resolutions
were passed with strong shareholder backing, each
receiving over 80% support. On behalf of the Board,
I would like to extend my sincere thanks to all our
shareholders for their continued confidence and
support. Your engagement and trust are fundamental
to our long term success.
Looking ahead
As we look ahead, the Board’s strategic focus remains
clear. We will continue to strengthen Energean’s
financial resilience, balance investment with discipline,
and position the Company to meet the rising demand
for reliable and affordable energy.
In closing, the Board extends its appreciation to all
employees, partners and stakeholders who have
contributed to Energean’s performance during a
demanding period. Energean is well placed to navigate
the opportunities and challenges of the evolving
energy landscape, and the Board remains confident
in the Company’s ability to deliver long term value for
all stakeholders.
Karen Simon
Independent Chair
CHAIR’S STATEMENT
continued
Energean is strategically positioned
to play a critical role within this shifting
energy system. Our track record of
bringing complex offshore projects
online positions us as a reliable partner
to governments and communities alike,
to drive socio-economic development.”
Annual report 2025 |
Energean
7
CHIEF EXECUTIVE OFFICER’S REVIEW
Dear Shareholders,
Rising oil and gas demand underscores the essential
role of energy in the global economy, while the ongoing
geopolitical instability in Europe and the Middle East
reminds us of the importance of energy security.
Against this backdrop, it is increasingly clear that
nations that invest in and support domestic supply
are better positioned to deliver affordable, reliable
energy and keep inflation in check. Energean continues
to deliver reliable, affordable energy that underpins
prosperity and, as countries work to reinforce their
energy security, we are expanding this commitment
into new territories.
2025 review: Resilient performance and disciplined
capital allocation
During the year, we maintained a strong focus
on operational excellence, disciplined capital
management and strict cost control. As a result, our
business has stayed resilient in the face of geopolitical
and market pressures. We had our best ever Q3
and Q4 production performance, with production
averaging 176 Kboe/d and 162 Kboe/d respectively,
and we maintained Group operating costs (excluding
royalties) at $6/boe year-on-year. As a result, the
Group delivered solid financial performance, with
full year revenues of $1.8 billion and adjusted EBITDAX
of $1.1 billion, despite the temporary suspension of
production in Israel in June, as ordered by the Ministry
of Energy and Infrastructure due to a period of
escalated regional geopolitical tensions, and the
year-on-year decline in global oil prices. Although
exceptional non cash charges – principally the
Cassiopea impairment and higher depreciation –
resulted in a reported loss after tax, the Group
delivered solid underlying operational performance,
with Israel remaining a key contributor.
154 Kboe/d
average working
interest production
$1,117m
adjusted EBITDAX
41%
reduction in LTIF
Annual report 2025 |
Energean
8
CHIEF EXECUTIVE OFFICER’S REVIEW
continued
Energean continues to deliver reliable,
affordable energy that underpins
prosperity and, as countries work to
reinforce their energy security, we are
expanding this commitment into new
territories.”
Commercial momentum and growth project
delivery
In line with our strategy to create long-term value
for our shareholders, we enhanced the value of our
existing asset base during the year through a number
of developments:
We secured new long-term domestic gas contracts,
representing >$4 billion in contracted revenues,
reflecting Israel’s growing gas demand which is being
driven by the need to supply new build power
stations;
We invested in new export infrastructure via the
Nitzana pipeline from Israel to Egypt which will
enhance commercial flexibility and increase future
sales; and
We advanced the development of our Katlan project,
with all contracts signed, including the rig contract
for the drilling of our Athena and Zeus wells, and
made good progress on manufacturing and
engineering work across both subsea and facility
workstreams.
A key highlight of the period was welcoming ExxonMobil
into our deepwater Block 2 exploration concession in
Greece, a partnership that significantly strengthens
our position in the region and unlocks a major new
opportunity for Energean. Drilling of this high-impact
well in early 2027, subject to permitting, will mark the
first exploration well in the country in 45 years.
In Egypt, our year-on-year receivables position has
stabilised and we expect to commence drilling our first
well on the onshore EBEN concession shortly. We are
also in advanced negotiations with the government on
the merger of our concessions, the objective of which is
to extend the economic life and secure new developments
through improved fiscal and price terms. In Croatia, we
sanctioned the Irena development, which remains on
track for first gas in H1 2027 and will extend the life of
our gas production in the country.
These actions were taken swiftly following the
termination of the sale of the Egypt, Italy and Croatia
assets. These are high-quality, diversified assets with
significant growth potential. This view was reinforced
by the strong support shown by the capital markets,
demonstrated by the successful refinancing of our
corporate bond, secured on these assets, through a
€400 million issuance at attractive rates, extending
the average maturity of our debt. Our commitment to
the Mediterranean and the wider region is unwavering,
and we will continue to expand our portfolio, support
energy security and deliver sustainable growth in the
years ahead.
Finally, we also delivered one of our safest years
on record, reflecting our commitment to protecting
people and the environment, and our determination
to keep improving.
Growing Energean in the EMEA region
In 2024, we announced the strategic decision to
expand our geographical remit to pursue new growth
opportunities across the wider EMEA region, with a
particular focus on West Africa. Post-period end, in
March 2026, we announced our first major investment
in West Africa with the acquisition of a producing oil
portfolio in Angola’s world class hydrocarbon basin,
subject to completion, in line with our strategic focus on
disciplined growth and geographic diversification.
The high-quality and cash-generating Block 14 assets
have stable oil production and contain long-term
growth optionality, including material resource upside
from the PKBB development. We are excited about the
opportunity to realise the full potential of these assets,
while growing our broader position in the country over
time. Our proven track record in deepwater operations
and offshore project delivery positions us well to
support Angola’s National Agency of Petroleum, Gas
and Biofuels (
“ANPG”
) in its strategic objective to
increase reserves and combat production decline,
while creating long-term value for Angola and our
shareholders.
Annual report 2025 |
Energean
9
CHIEF EXECUTIVE OFFICER’S REVIEW
continued
We look forward to working closely with the
Government of the Republic of Angola and our
new partners to secure all necessary permits and
approvals, to complete the acquisition, and advance
Energean’s strategic expansion in West Africa.
Looking ahead
Although we had a strong start to the year, the end of
February brought a major escalation in geopolitical
tensions in the Middle East, resulting in an order by the
Ministry of Energy and Infrastructure to temporarily
suspend production and operations at the FPSO.
The safety of our people remains our highest priority.
We are in close and continuous communication with
the authorities to ensure that operations can be safely
restarted as soon as conditions allow, to continue
supporting energy security for Israel and, in turn,
that of the wider region. As at the time of writing,
production remains suspended. The rest of our
portfolio is producing in line with 2026 guidance, with
W.I. output averaging 36 Kboe/d (70% gas) between
January and February 2026.
2026 marks an important inflection point for our
Company as we enter a new stage of growth. Our M&A
strategy remains focused on long-term growth and
diversification, whilst maintaining strict capital
discipline and a focus on total shareholder return.
Our entry into offshore Angola represents the first
step in this new chapter. It is a region rich in potential,
with multiple opportunities to unlock value both
through near term cost and production optimisation
and longer term development optionality.
While Angola is an important milestone, it is only the
beginning. We continue to actively evaluate additional
opportunities, including in our existing countries of
operations, where we believe we have a competitive
advantage as an experienced operator.
As we move forward, our priorities remain clear:
to operate safely, efficiently and cost effectively;
to maximise the value of our existing portfolio; and
to pursue growth that strengthens the Company
for the long term. I am confident that we are well
positioned to deliver the next phase of our journey,
as we have done before.
Energean is our people
I would like to express my sincere gratitude to our
employees and contractors for their professionalism,
resilience and commitment throughout what has been
a demanding year.
Your dedication to safety, teamwork and operational
excellence, often under complex and challenging
conditions, is what truly defines Energean’s culture
and strength.
Matthaios Rigas
Chief Executive Officer
Annual report 2025 |
Energean
10
OUR BUSINESS MODEL
Through targeted exploration
and appraisal, we aim to
find hydrocarbons to build
reserves and resources,
to monetise, or to selectively
develop for future production.
The Company occasionally
participates in pure-play
exploration, but with low
levels of working interest to
reduce financial exposure.
We focus on the selective
development of hydrocarbons
we have either discovered or
acquired, delivering cost-
effective and timely solutions
to convert reserves into cash
flows. Energean is an
experienced operator in
greenfield developments with
a proven track record of
commercialising stranded
fields through its innovative
approach. In developing
these solutions, we are
conscientious of minimising
emissions where possible.
Production is the cash engine
of our business. We work
to maximise recovery and
extend asset life, supporting
long term energy security
for our host nations.
Energean seeks to grow
its portfolio through highly
selective and cash-flow
accretive M&A that offer
long-term platforms for
growth. We also regularly
review our portfolio to find
the best opportunities to
enhance and optimise our
asset base.
Our business model
Across each part of the hydrocarbon
lifecycle, we work to create value for
our investors, host countries and people.
Energean’s business model is to acquire or discover,
develop, operate and monetise hydrocarbons
from its portfolio of assets. We prioritise assets
with clear cash-flow visibility and material upside
potential, and only selectively appraise and
develop deep-value or high-return growth
opportunities.
We are focused on growing the business with
strict capital discipline, via organic and inorganic
opportunities in the EMEA region.
Our business model is underpinned by a
commitment to achieving net zero emissions
by 2050.
Underpinning our business model is a strategic
focus on gas and a commitment to be a net zero
emitter by 2050.
Explore and
appraise
Develop
Acquire
Produce
Our value life cycle
Our purpose
Energean’s purpose is to enhance energy security
and promote socio-economic development across
the EMEA region, through the safe, efficient and
responsible development of hydrocarbon resources.
Through disciplined investment, operational
excellence and proven execution, we support
domestic prosperity in our host nations and deliver
durable, long-term value for our shareholders.
Annual report 2025 |
Energean
11
OUR BUSINESS MODEL
continued
Business model foundations
These are the building blocks that every E&P business needs, and are critical foundations
for what we do and how we do it.
TALENTED PEOPLE
SAFE, RELIABLE AND
RESPONSIBLE OPERATIONS
PARTNERSHIPS AND
COLLABORATION
GOVERNANCE AND
OVERSIGHT
TECHNOLOGY AND
INNOVATION
We value the safety of our workforce above all else and focus on
maintaining a safe operating culture every day. This culture of safety
also improves the integrity and reliability of our assets.
We aim to build long-term relationships with our key stakeholders, and
partner with leaders of industry to find innovations that can improve
efficiency and deliver low- or lower-carbon solutions.
We work to attract, motivate and retain talented people and provide
our employees with the right skills for the future. Our performance and
ability to grow depend on it.
Our Board has a diversity of knowledge, expertise and ways of thinking
that help us grow our business, manage risks and continue to deliver
long-term value.
New technologies help us produce energy safely and more efficiently.
We selectively invest in areas with the potential to add the greatest
value to our business, now and in the future, including in the evaluation
of carbon storage opportunities.
Annual report 2025 |
Energean
12
OUR STRATEGY
We have three core objectives that underpin
our purpose, supported by a clear strategy
detailing how we will achieve them, with
each objective directly linked to our KPIs
and principal risks.
1
Operational excellence
Committed to safe, efficient and responsible
operations at all times, maintaining our excellent
safety record and committed to Net Zero emissions
5
by 2050.
Focused on delivering consistent and reliable
operational performance, by optimising production,
enhancing operational uptime, and embedding
robust planning and maintenance practices.
Foster an inclusive high performing culture where our
people are supported, developed and empowered
to deliver their best.
Link to KPIs:
Production
Health & Safety
Emissions intensity
Link to principal risks:
1, 2, 6, 8, 9
and
10
2
Disciplined growth across the EMEA region
Replace and grow 2P reserves via a combination
of selective investments in organic and inorganic
opportunities.
Leverage our proven track record of delivering
greenfield developments and brownfield projects.
Serve as a trusted and committed operator and
partner, capable of navigating complex geopolitical
environments whilst strengthening the energy
security and promoting socio-economic
development of host countries.
Focused on long-term growth and diversification,
whilst maintaining strict capital discipline and a focus
on total shareholder return.
Link to KPIs:
2P reserves
2C reserves
Link to principal risks:
4, 5, 7
and
9
3
Long-term value for shareholders
Deliver resilient and sustainable cash flow generation
through disciplined execution, efficient operations
and prioritisation of value-accretive opportunities.
Maintain strict capital discipline, ensuring that
investment decisions are aligned with strategic
priorities, generate attractive returns, and support
long term value creation.
Strengthen and then preserve a robust balance sheet
by optimising our capital structure and managing
liquidity prudently.
Compound long term value for shareholders through
a balance of disciplined reinvestment and sustainable
distributions.
Link to KPIs:
Revenues
Cost of Production
Adjusted EBITDAX
Cash flow from operating activities
Profit after tax
Leverage
Link to principal risks:
3, 5, 7
and
10
5
Across Scope 1 and 2 emissions.
Annual report 2025 |
Energean
13
OUR KEY PERFORMANCE INDICATORS
We measure performance over a range of key metrics to ensure the sustainable management of our long-term
success. This keeps us focused on our strategic objectives, whilst allowing us to remain agile and responsive to
external events.
Safety
Safety is not just a priority – it is our core value. Energean is fully committed to safety as it conducts its business
with integrity, ensuring responsible behaviour at every step.
Lost Time Injury Frequency (
“LTIF”
) for employees and contractors
2025
2024
2023
No. per million hours worked
6
0.20
0.34
0.47
Lost Time Injury (
“LTI”
) is defined in line with the International Association of Oil & Gas Producers (
“IAOGP”
)
definition as any lost work day cases and fatalities. LTIF is calculated as the number of Lost Time Injuries per
million hours worked. Data shown here includes all sites Energean is present in for all employees and contractors.
See the Health and Safety: ensuring a secure workplace on page 46 for more information.
Total Recordable Injury Rate (
“TRIR”
) for employees and contractors
2025
2024
2023
No. per million hours worked
7
0.40
0.52
1.09
Total recordable injury is defined in line with the IAOGP’s definition as LTIs plus restricted work and medical
treatment cases. The TRIR is calculated as the number of Total Recordable Injuries per million hours worked.
See Health and Safety: ensuring a secure workplace on page 46 for more information.
Operational
Working interest production
2025
2024
2023
Kboe/d
154
153
123
Working interest production refers to Energean’s share of total production from the oil and gas leases. It is the
basis of the Company’s revenue. Readers should note that this is different from “sales volumes” as listed in Note 6
in the Consolidated Financial Statements. This is primarily because of timing differences between production
and sales as well as Egypt being presented as per Energean’s net entitlement.
See the Review of Operations on page 18 for more information and Note 33 in the Consolidated Financial
Statements for a breakdown of Energean’s working interest in all oil and gas licences.
Revenues and other income
2025
2024
2023
$ million
1,773
1,779
1,420
See the Financial Review on page 57.
Cost of production (including royalties)
8
2025
2024
2023
$/boe
10
10
11
Cash cost of production is a non-IFRS measure that is used by the Group as a useful indicator of the Group’s
underlying cash costs to produce hydrocarbons. See the Financial Review on page 57.
6
Refers to employees and contractors.
7
Refers to employees and contractors.
8
The Group uses certain measures of performance that are not specifically defined under IFRS or other generally accepted accounting
principles. These non-IFRS measures include Cost of Production. More information can be found in the Financial Review section, under
the heading “Non-IFRS measures”.
Annual report 2025 |
Energean
14
OUR KEY PERFORMANCE INDICATORS
continued
Adjusted EBITDAX
2025
2024
2023
$ million
1,117
1,162
931
Adjusted EBITDAX is a non-IFRS measure that is used by the Group to measure business performance. See the
Financial Review on page 57.
Cash flow from operating activities
2025
2024
2023
$ million
1,144
1,122
656
See the Financial Review on page 57.
Profit/(Loss) after tax
2025
2024
2023
$ million
(258)
127
185
See the Financial Review on page 57.
Balance sheet
Leverage ratio (Net debt/adjusted EBITDAX)
2025
2024
2023
Leverage Ratio
2.9
2.5
3.0
Leverage is a non-IFRS measure that is used by the Group as a useful indicator for its financial leverage by
comparing net debt to adjusted EBITDAX. See the Financial Review on page 57.
Growth
2P reserves
MMboe
2025
2024
2023
MMboe
989
1,058
1,115
2C resources
MMboe
2025
2024
2023
MMboe
193
201
222
Energean defines its reserves and resources as per the Petroleum Resources Management System guidelines:
2P reserves are oil and gas reserves that have a greater than 50% chance of being technically and economically
recoverable.
2C resources are known oil and gas accumulations that are not currently considered commercially recoverable
and have a 50% chance of being recoverable.
Reserves and resources are shown as per the audited year-end 2025 Competent Person’s Reports. See the
Review of Operations section starting on page 18.
Sustainability
Emissions intensity
2025
2024
2023
Emissions intensity (scope 1 and 2) on an equity share basis
9
(kgCO
2
e/boe)
7.5
8.4
9.3
Emissions intensity is the amount of scope 1 and 2 emissions produced per barrel of hydrocarbons produced.
See Understanding our climate reporting on page 24 and Climate-related metrics and targets on page 36.
9
Equity share is defined on page 25.
Annual report 2025 |
Energean
15
MARKET OVERVIEW
Commodity prices
Brent
During 2025, Brent prices eased as the oil market remained adequately supplied against a backdrop of more
moderate global demand growth. Prices were relatively stable in the early part of the year, supported by
geopolitical developments, before softening as economic activity slowed. Geopolitical events continued to provide
periodic price support, while supply responsiveness, including higher OPEC+ production targets and strong non
OPEC output, contributed to a well supplied market in the second half of the year. As a result, Brent prices settled
at lower levels by year end.
Brent averaged $68.2/bbl in 2025, a 15% decrease from 2024 levels. Prices reached an annual high of $82.0/bbl
on 15 January and an annual low of $58.9/bbl on 16 December.
Our liquids sales in Israel, Italy, Egypt, Greece and the UK are Brent-linked. The Group’s realised 2025 oil price
can be found in the Financial Review section on page 57.
Gas
85% of the Group’s production is derived from gas fields. Gas prices for production in Italy, the UK and Croatia
are linked to the European gas market, most notably PSV for our Italian assets. Gas sales contracts in Israel
incorporate hard floor pricing, providing downside protection. In Egypt, gas pricing is linked to Brent and includes
cap and collar mechanisms, with fixed pricing applicable within a Brent range of $40 to $75 per barrel. The
Group’s realised gas price for 2025 is presented in the Financial Review section on page 57.
Early in the year European gas prices tightened temporarily as markets responded to periodic supply-side risks,
including competition for LNG cargoes, cessation of Russian gas flows via Ukraine and lower storage levels
following strong winter withdrawals. In the second half of the year, PSV prices were supported at times by lower
renewable generation and ongoing geopolitical uncertainty, although increased LNG availability and structurally
lower European gas demand maintained its price pressure. Overall, PSV prices in 2025 averaged higher than
2024, owing to early year peaks, softening significantly into the tail end of the year.
The average PSV price in 2025 was €39/MWh, a 6% increase from 2024 levels. 2025 PSV prices saw an annual
high of €61.4/MWh on 11 February 2025 and an annual low of €29.3/MWh on 5 December 2025.
Regional oil and gas dynamics
Israel
Gas
Israel’s offshore gas sector is anchored by three producing fields: Tamar (onstream since 2013), Leviathan
(first gas in December 2019), and Karish, which entered production in October 2022. Between Q1 and Q3 2025
Leviathan sold 8.1 Bcm, Tamar 7.9 Bcm, and Karish and Karish North 4.0 Bcm. From these fields approximately
53% of production was absorbed by the domestic market, whilst 9.3 Bcm was exported, primarily to Egypt and
Jordan. In August Israel’s Leviathan gas field partners agreed a c.$35 billion deal to export around 130 Bcm
of natural gas to Egypt over 15 years, supplying Egyptian demand and reinforcing Israel’s role as an Eastern
Mediterranean energy hub.
Since 2018, the Ministry of Energy and Infrastructure has pursued a strategy centred on replacing coal with
natural gas while scaling up renewable capacity, positioning gas as the backbone of the power system during
the transition. While the government initially targeted the full conversion of coalfired power stations by 2025,
heightened security of supply concerns and rapid demand growth have led to a more gradual phaseout. At the
same time, structurally rising power demand, driven by population growth, electrification, and desalination
capacity has underpinned the development of new gas fired generation, including additional combined-cycle
units at legacy coal sites and new private sector power plants securing long-term gas supply contracts, pushing
forecasted domestic gas demand to 20 Bcm by 2030. Against this backdrop, the government continues to target
a 2030 fuel mix of roughly 70% natural gas and 30% renewables, reinforcing the role of domestic gas as both
a transition fuel and a cornerstone of energy security over the medium term.
Within 2025, Energean supplied 5.6 Bcm of gas from the Karish & Karish North fields to the domestic market
through a combination of long-term contracts and spot sales at a net realised price of $4.3/mmscf. Energean has
secured over $20 Billion of long-term supply contracts with floor pricing spanning the next 20 years. Additionally,
Energean has secured 1 Bcm/yr export capacity in the Nitzana pipeline currently under construction, providing
access to the gas deficient Egyptian market, with estimated completion around the end of 2028.
Annual report 2025 |
Energean
16
Liquids
The Karish, Karish North, Katlan and Tanin fields hold combined 2P liquids reserves of 818 MMboe, according to
the year end 2025 Competent Person’s Report. Liquids production is handled via the Energean Power FPSO, which
is equipped with onboard storage capacity of up to 800,000 barrels. Produced hydrocarbon liquids are exported
to international markets through regular tanker liftings.
During 2025, Energean offloaded 10 liquid cargoes, totalling just over 5 million barrels, with realised pricing
averaging a discount of approximately $6/bbl to Brent.
Egypt
Egypt’s natural gas market has undergone a pronounced shift over the past two decades, driven initially by major
domestic discoveries, most notably Eni’s supergiant Zohr field in 2015. Rapid development allowed Zohr to reach
first gas in 2017, lifting national output to a peak of more than 70 Bcm in 2021 and enabling Egypt to transition
briefly into a net gas and LNG exporter. In parallel, the start of pipeline imports from Israel in early 2020
supported Egypt’s strategy of positioning itself as a regional gas hub, leveraging its LNG export infrastructure.
Since 2021, however, Egypt’s gas balance has deteriorated as production from mature fields has declined and
output at Zohr has fallen sharply due to reservoir depletion and water ingress. By 2024, national gas production
had dropped to around 50 Bcm, with further declines recorded through 2025, forcing the suspension of LNG
exports and a return to large scale imports. Egypt now relies heavily on pipeline gas from Israel, which supplies
a significant share of domestic demand, alongside rapidly rising LNG imports, supported by the deployment
of floating storage and regasification units, purchased at material premium to domestic production.
MARKET OVERVIEW
continued
Annual report 2025 |
Energean
17
REVIEW OF OPERATIONS
Production
Group working interest production averaged 154 Kboe/d in 2025 (2024: 153 Kboe/d), with the Karish and Karish
North fields in Israel contributing over 70% of total output. Group output was flat versus 2024, despite the
temporary suspension of production in Israel in June, following a directive from the Ministry of Energy and
Infrastructure due to regional geopolitical developments.
Working interest hydrocarbon production (Kboe/d)
2025
2024
Israel
113 (88% gas)
112 (87% gas)
Egypt
29 (84% gas)
30 (86% gas)
Rest of Portfolio
12 (51% gas)
12 (34% gas)
Total Group production
154 (85% gas)
153 (83% gas)
Numbers may not sum due to rounding.
Israel
Karish and Karish North
Production commenced at Energean’s 100% owned and operated Karish field on 26 October 2022, with all
three wells (Karish Main-01, 02 and 03) online before year-end 2022. In February 2024, the Karish North-1 well
(operated 100% W.I.) was brought online and the second gas export riser was commissioned.
Production from Israel averaged 113 Kboe/d in 2025, up 1% year-on-year. 2025 production was notably impacted
by the temporary suspension of production in Israel in June 2025, as outlined below. Following the resumption
of production, output rebounded reflecting strong summer gas demand, with Israel output averaging 138 Kboe/d
in Q3 2025, up 54% versus Q2 2025 and up 2% versus Q3 2024.
FPSO uptime (excluding planned and government-enforced shutdowns) averaged 99% for the 12 months to
31 December 2025. On 13 June 2025, the Ministry of Energy and Infrastructure ordered a temporary suspension
of production and activities of the Energean Power FPSO, including activities related to the second oil train
commissioning. Production was subsequently restarted on 25 June 2025. Commissioning of the second oil train,
which will result in an increase in liquids production capacity, was subsequently deferred to avoid non-essential
shutdowns during peak demand periods.
Post-period end, on 28 February 2026, Energean received notice from the Ministry of Energy and Infrastructure
ordering the temporary suspension of production and activities of the Energean Power FPSO, following
geopolitical escalations in the region. As of the time of writing, production in Israel remains suspended. Energean
continues to monitor the situation closely, with the safety of its staff its top priority.
Prior to the suspension, commissioning of the second oil train had been on track to complete by the end of Q1,
with hydrocarbon testing through the module already underway. Following the resumption of operations,
Energean expects commissioning to complete over a few weeks.
Katlan
Energean discovered the Athena and Zeus fields as part of its 2022 drilling campaign. D&M has certified that
these two fields, as well as the proximate Hera accumulation, have total 2P reserves of 32 bcm. The wider Katlan
area also contains 37 bcm of de-risked prospective resources, which Energean expects to develop through
future phases.
In July 2024, Energean took FID on the Katlan development. The Katlan area is being developed in a phased
approach through a subsea tieback to the existing Energean Power FPSO. The development will extend the
production plateau from the FPSO with volumes that do not incur seller royalties or carry export restrictions.
Production will underpin Energean’s existing gas sales agreements plus target international markets.
Capital expenditure, as per Energean’s Final Investment Decision, is expected to be approximately $1.2 billion,
which includes: (1) the four-well-slot tieback capacity to a single large ~30 kilometre production line, which can be
used by future Katlan area phases, (2) an upgrade of the FPSO topsides related to MEG treatment, injection and
storage (which will benefit all future subsea tie-back developments) and, (3) drilling the first two production wells
of the development (Athena and Zeus; 172 MMboe (includes 26 bcm of gas) of 2P reserves
10
).
10
2P volumes shown as per the year-end 2024 DeGolyer and MacNaughton Competent Person’s Report.
Annual report 2025 |
Energean
18
REVIEW OF OPERATIONS
continued
During 2025, Energean made good progress on the Katlan project, advancing drilling, subsea and FPSO
workstreams.
All major contracts were signed, including the drilling contract for the Athena and Zeus development wells,
Subsea engineering, procurement and manufacturing was c.50% complete as at end-February 2026,
FPSO topside (Monoethylene Glycol (
“MEG”
) unit) manufacturing was c.55% complete as at end-February 2026,
In country offshore execution preparations, including the logistic base at Haifa, were completed.
As at the time of writing, there is no change to the Katlan first gas timetable of H1 2027. The impact, if any, on the
timetable will be assessed once the full extent of the suspension is known.
Commercial
Gas
Domestic
Energean has signed over 20 long-term gas sale and purchase agreements (
“GSPAs”
) to customers in Israel,
all of which include take-or-pay commitments and floor pricing or an exclusivity provision, providing a high level
of certainty over revenues from Israel over the next 20 years. Energean also has around half a dozen spot sales
agreements, which provides the ability to boost sales at pricing above the contracted sales prices.
In line with the Group’s target to sign new long-term gas contracts, two new gas sales agreements were signed
during the period to supply two new power plants to meet Israel’s growing gas demand. Combined, these
contracts amount to over $4 billion in future revenues over the next two decades, which brings the total
contracted revenues over a 20-year period to around $20 billion
11
.
In April 2025, a Gas Sale and Purchase Agreement (
“GSPA”
) was signed with Kesem Energy Ltd for the supply
of ~1 bcm/yr from around the middle of the 2030s until the end of the contract period. Prior to this, Energean
Israel will supply limited quantities of gas intermittently. The contract represents over $2 billion in revenues and
~12.5 bcm in contracted supply over the ~17 year period.
In November 2025, a GSPA was signed with Dalia Energy Companies Ltd., representing over $2 billion in contracted
revenues. The contract is for approximately 0.5 bcm/yr from around January 2030 and then approximately
1.2 bcm/yr from June 2035 onwards, and excludes supply in the summer months (June to September) between
2030-2034.
Exports
In October 2025, Energean Israel Limited (“Energean Israel”) signed a transmission agreement with Israel Natural
Gas Lines Ltd. (
“INGL”
) for capacity in the Nitzana pipeline, in line with Energean’s strategic focus on long-term
value creation. The Nitzana pipeline is a new onshore pipeline that will be built from Ramat Hovav to the border
with Egypt in the Nitzana area.
The agreed terms in the transmission agreement are for the supply of up to 1 bcm/yr for a 15-year period, with
provisions for extensions and early termination. The terms also include rights, during the construction phase,
to access available capacity in the Jordan-North pipeline. Nitzana is expected to be operational no later than
October 2028.
Energean Israel’s 16.4% share of the construction costs for the pipeline and compression station is expected to be
approximately $100 million
12
, and will primarily be funded via a new unsecured $70 million nine-year term loan
facility (“Unsecured Term Loan”) provided by Bank Hapoalim. During the fourth quarter of 2025, approximately
$50 million was paid, representing around 50% of the total expected investment. The remaining investment will
be made in accordance with the milestones set out in the agreement with INGL. At 31 December 2025, $33 million
was drawn under the Unsecured Term Loan.
Energean has signed a non-binding term sheet with an East Mediterranean client for the offtake of its gas
13
.
Liquids
The FPSO has a storage capacity of up to 800,000 bbls, with cargoes exported via tankers every few weeks.
Energean has an agreement with Vitol SA for the offtake of a number of cargoes of its hydrocarbon liquids.
See ‘Market Overview’ section on page 17 for further information.
11
Based on the Annual Contracted Quantities over the life of the contract. Does not assume any price indexation.
12
Excludes contingency amounts, which may add up to an additional 12%, as per the transmission agreement.
13
Subject to the issuance of an export permit by the Petroleum Commissioner.
Annual report 2025 |
Energean
19
REVIEW OF OPERATIONS
continued
Egypt
Production
Working interest production from Egypt averaged 29 Kboe/d (84% gas) in 2025, demonstrating successful arrest
of typical natural decline in these assets following strong performance of the Location B well.
Growth opportunities
Energean is in advanced discussions with the Egyptian authorities to merge Energean’s three production concessions
(Abu Qir, NEA and NI) into a single concession. The resultant single concession is expected to improve the
commercial and fiscal conditions, unlock additional reserves and new development and exploration opportunities,
and extend the economic life of the fields. Agreed terms are targeted around mid-year 2026, with parliament
ratification to follow.
Exploration drilling on the onshore East Bir El-Nus block is expected to begin towards the end of Q2 2026.
Receivables
The Group’s net receivables position (after provision for expected credit loss) at 31 December 2025 was
$209 million, of which $166 million was classified as overdue, and flat year-on-year after taking into account
the portion received in the first days of January. In 2025 and in early 2026, EGPC gave Energean notice of its
intention to reduce the outstanding receivable balance, with $80 million collected around the turn of the year
(a portion of which was collected in the first days of January). Post-period end, EGPC gave Energean notice
of its intention to reduce further the outstanding receivable balance.
Europe
Production
Working interest production from the Group’s European portfolio (Italy, Greece, the UK and Croatia) averaged
12 Kboe/d (51% gas) in 2025, up 9% year-on-year due primarily to the contribution of Cassiopea in Italy. Italy
production on a standalone basis averaged 10 Kboe/d in 2025 (2024: 9 Kboe/d), of which just under 4 Kboe/d
was from Cassiopea, which was lower than the Operator’s initial expectations and has led to a downward revision
to remaining 2P reserves. See Note 12 in the Financial Statements.
Italy
Energean has 46 production and development concessions in Italy, 13 of which it operates.
A work programme amendment was submitted to the Ministry in July for the potential Vega West development,
which contains ~10 mmbbl in the first phase and an additional 23 mmbbl in the full development scenario
14
.
Production at Rospo Mare resumed in October 2025 at rates of 2 kbbl/d following the fire incident in January
2025. Income from lost production and expenditure incurred to remediate the damage at this field are covered
by Energean Italy’s insurance cover, with $33 million received in 2025.
During the period, formal arbitration proceedings commenced between Energean Italy S.p.A. (“Energean Italy”)
and the Operator of the Cassiopea field. Refer to Note 30 in the Financial Statements.
Croatia
In July 2025, Energean (70% working interest), alongside its partner INA – INDUSTRIJA NAFTE d.d. (
“INA”
),
took Final Investment Decision (
“FID”
) for the development of the Irena gas field. The development plan is for
a single platform tie-back to the existing infrastructure at the Izabela field; Energean’s net share of the capital
expenditure is expected to be EUR 50 million. First gas is expected in H1 2027, with peak production anticipated
at around 8-10 mmscfd gross (1,400-1,800 boe/d).
14
Total Vega West 2C volumes are 33 mmbbl per the YE25 D&M CPR. 10 mmbbl first phase volumes, as included in the submitted work
programme amendment, are internal management estimates.
Annual report 2025 |
Energean
20
UK
Energean is focused on optimising production from its late-life assets and effectively managing its
decommissioning obligations.
The Wenlock, Garrow and Kilmar well plug and abandonment (
“P&A”
) campaigns, which Energean is operator
for, were safely and successfully completed on schedule and below budget.
On its non-operated Scott field (W.I. 10%; non-operated), in 2025 one infill well was brought online and drilling of
another well began in Q4, and is expected to be brought online later this year. Additional infill well drilling activity
is expected in 2026.
Greece
In November 2025, ExxonMobil signed a farm-in agreement for Energean and HELLENiQ ENERGY Upstream’s
Block 2 concession, located in the northwestern Ionian Sea, adjacent to the Italian Exclusive Economic Zone
(
“EEZ”
). The transaction was completed post-period end in March 2026. Energean will remain the operator
during the exploration stage, and in the event of a discovery, ExxonMobil will assume operatorship. The new
participating interests are: Energean (30%, operator), ExxonMobil (60%) and HELLENiQ ENERGY Upstream (10%).
Drilling is anticipated to begin in early 2027, subject to permitting.
In May 2025, production at the Prinos field, which produces small quantities of oil, was temporarily suspended
for economic reasons due to high operating costs, in particular electricity costs. Operating costs have been
restructured to a leaner cost base, which has resulted in the restart of production in February 2026.
Financing
In February 2025, the Group signed a 10-year, $750 million senior secured term loan with Bank Leumi, which was
used to refinance the $625 million 4.875% Senior Secured Notes due 2026 and to provide additional liquidity for
the Katlan development. In addition, the Group issued €400 million of 5.625% Senior Secured Notes due 2031
to repay the 6.5% $450 million Senior Secured Notes due 2027. The $300 million Revolving Credit Facility was
also extended to September 2028. Taken together with the post-period extension of other third-party borrowings
and the re-start of the Prinos field in Greece, this removes near-term debt maturities and increases the weighted
average maturity to six years, with a weighted average cost of debt of 7% (refer to note 21 in the financial
statements).
REVIEW OF OPERATIONS
continued
Annual report 2025 |
Energean
21
Reserves and resources
2P reserves
Energean’s Group year-end 2025 working interest 2P reserves
15
are 989 MMboe, a 7% decrease versus year-end
2024 primarily because of 56 MMboe produced 2025 volumes. Before production, year-on-year 2P reserves
declined by 1%, primarily as a result of the revision to Cassiopea reserves, reflecting asset performance that has
been lower than the Operator’s initial expectations, which has been partly offset by additions in the rest of Italy,
as well as in Egypt, Greece and the UK.
At
1 January 2025
Revisions and
discoveries
Production
At
31 December 2025
Israel
Oil
MMbbls
92
(8)
(5)
79
Gas
Bcf
4,255
12
(197)
4,070
Total
MMboe
864
(5)
(41)
818
Egypt
Oil
MMbbls
11
0
(2)
9
Gas
Bcf
301
13
(50)
264
Total
MMboe
64
3
(11)
56
Italy
Oil
MMbbls
38
12
(2)
48
Gas
Bcf
236
(144)
(13)
79
Total
MMboe
79
(13)
(4)
62
Greece
Oil
MMbbls
43
1
(0)
45
Gas
Bcf
5
1
5
Total
MMboe
44
2
(0)
45
Croatia
Oil
MMbbls
Gas
Bcf
24
(3)
(0)
21
Total
MMboe
4
(1)
(0)
4
United Kingdom
Oil
MMbbls
2
1
(0)
3
Gas
Bcf
3
2
(0)
5
Total
MMboe
3
2
(0)
4
Total
16
Oil
MMbbls
186
7
(9)
185
Gas
Bcf
4,823
(119)
(260)
4,443
Total
MMboe
1,058
(13)
(56)
989
Present value of 2P reserves
17
($ million)
5,866
Adjusted TopCo
18
Group
net debt YE25 ($ million)
608
REVIEW OF OPERATIONS
continued
15
YE25 D&M and NSAI CPR.
16
Numbers may not sum due to rounding.
17
YE25 NSAI and D&M CPR’s High Case (based on forward curve), NPV10, discounted from 1 January 2026.
18
The Group excluding Israel and Greece.
Annual report 2025 |
Energean
22
2C resources
Energean’s Group year-end 2025 working interest 2C resources
19
are 193 MMboe, a 4% year-on-year decline due
primarily to a revision to the North Abu Qir resources in Egypt and the move of certain contingent resources into
reserves in Greece.
MMboe
2025
2024
Israel
47 (86% gas)
47 (86% gas)
Egypt
26 (90% gas)
32 (90% gas)
Italy
63 (48% gas)
63 (48% gas)
Greece
54 (3% gas)
56 (3% gas)
Croatia
United Kingdom
3 (14% gas)
3 (13% gas)
Total Group resources
193 (50% gas)
201 (51% gas)
REVIEW OF OPERATIONS
continued
19
YE25 D&M and NSAI CPR.
Annual report 2025 |
Energean
23
Annual report 2025 |
Energean
24
Our Journey to Net Zero
Introduction
Energean is committed to being a net zero emissions business by 2050 across its scope 1 and 2 emissions,
supporting the aims of the Paris Agreement (read more in Energean’s Strategy section on page 13). The
Company’s strategy aims to maximise shareholder value, while meeting our net zero target.
Since 2021, Energean has supported the recommendations of the Task Force on Climate-related Financial
Disclosures (“
TCFD
”). We recognise the value that the recommendations bring to stakeholders and, in
accordance with the UK listing rule 16.3.23, we set out below our climate-related financial disclosures consistent
with all of the TCFD recommendations and recommended disclosures. We also take into account
supplementary guidance, including the TCFD’s 2021 Annex “Implementing the Recommendations of the Task
Force on Climate-related Financial Disclosures” and the FRC’s 2022 “CRR Thematic review of TCFD disclosures
and climate in the financial statements” reports. We continue to align and enhance our climate-related
disclosure. In addition, we comply with the Companies (Strategic Report) (Climate related Financial Disclosure)
Regulations 2022 and the Limited Liability Partnerships (Climate related Financial Disclosure) Regulations 2022.
In line with the Companies Act 2006 and the Companies (Directors’ Report) and Limited Liability Partnerships
(Energy and Carbon Report) Regulations 2018, Energean reports its UK emissions and energy use on a
standalone basis. This can be found in the ESG Review section on page 46.
How we decide what to measure
At Energean, we recognise the importance of actively involving our stakeholders in our business activities. We
define stakeholders as entities or individuals who are likely to be significantly influenced by our organisation’s
operations or who have the potential to impact our ability to execute our strategy and achieve our objectives.
We listen to our stakeholders and use the information they provide to us to identify the issues that are most
important to them and that therefore matter to our business.
We define materiality as the threshold that issues become significantly important to our investors and
stakeholders. We are also informed by the GRI’s Oil & Gas Sector Standard (GRI 11), the Sustainability
Accounting Standards Board (“
SASB”
) directions for the oil and gas sector, the topics indicated as material for
the oil and gas E&P sector by the Morgan Stanley Capital Investments (“
MSCI
”) sustainability index, and the
metrics highlighted by our peers in their respective ESG reporting.
Understanding our climate reporting
Monitoring perimeter – scope 1, 2 and 3 emissions
We follow the Greenhouse Gas Protocol's Corporate Accounting and Reporting Standard, which defines three
scopes of GHG emissions:
Scope 1: direct GHG emissions from Energean’s oil and gas production. We report scope 1 emissions under
both the equity-share and operational approach, which is defined in the next section below.
Scope 2: indirect GHG emissions from the generation of purchased energy consumed by Energean
assets, reported on both the equity-share and operational approach as defined below. This is calculated
using the market-based and location-based methods, as defined by the GHG Protocol Scope 2 Guidance,
which shows emissions before and after incorporating renewable energy certificates such as Guarantees
of Origin (“
GO
”) and International Renewable Energy Certificates (“
I-RECs
”).
Scope 3: other indirect GHG emissions, including between others, emissions associated with the purchase
of goods and services, processing of sold products and the use of energy products sold by Energean.
Energean uses internationally recognised standards and guidance to calculate its GHG emissions. We followed
the recommendations of the Greenhouse Gas Protocol, as well as guidance from Ipieca, the UK’s Department
for Environment, Food and Rural Affairs (“
Defra
”), the International Energy Agency (“
IEA
”), the UN
Intergovernmental Panel on Climate Change (“
IPCC
”) and the EU Emission Trading System (“
EU ETS
”). Our
scope 1 emissions under the EU ETS undergo third party verification by TÜV Austria Hellas, while all our
Annual report 2025 |
Energean
25
operated assets’ emissions (covering scope 1, 2 and 3) are verified following ISO 14064-1 methodology based on
the operational accounting approach.
Ownership perimeter – equity share versus operational accounting approach
We report GHG-related emissions both on an equity share accounting approach and also on the operational
accounting approach. All other environmental data is reported based on the operational accounting approach.
Company targets are set following our equity share accounting.
The definition of equity share is Energean’s working interest across both operated and non-operated sites. For
example, this accounting measure would include 10.47% of the total gross emissions from Scott, UK, which we
hold a 10.47% non-operated working interest in.
In comparison, the operational approach does not take into account Energean’s working interest – it includes
the gross (i.e. 100%) project emissions only for assets that Energean operates. For example, this approach does
not include any emissions from the UK, as we currently hold no operated positions in producing assets, and
includes 100% of emissions from Accettura, Italy, even though our working interest in the field is 50.33%. For the
operational approach perimeter, Energean includes all of its assets in Israel and Greece, as well as its 13
operated assets in Italy. Egypt and Croatia are excluded because the assets are operated under Joint Venture
Agreements and are therefore not considered to be fully under the Company’s control. The UK is also excluded,
as Energean does not operate any producing fields in the country.
Governance of climate-related risks and opportunities.
a.
The Board’s oversight of climate-related risks and opportunities
Energean acknowledges climate change as an important global challenge and addresses this as a principal risk
(see pages 69-79). The Board plays a central role in safeguarding the Company’s long-term, sustainable
success by generating value for shareholders while also taking into account the interests of wider stakeholders,
the communities in which it operates and the environment. This commitment is embedded within Energean’s
strategic framework, with climate-related considerations integrated across its governance structures and
decision-making processes.
As the Company’s guiding body, the Board of Directors is responsible for setting and overseeing Energean’s
strategy, ensuring that management delivers effectively against its key objectives while sustaining strong
operational performance. Any amendments to the Company’s purpose, strategy, or values require prior Board
approval in accordance with the corporate governance framework. The Board also oversees the effectiveness
of internal controls and risk management systems, with particular attention to climate-related risks and
opportunities.
To further emphasise the importance of environmental, social and governance matters, the Environment,
Safety and Social Responsibility (“
ESSR
”) Committee has been delegated responsibility for climate change
oversight on behalf of the Board. The Committee reviews the Company’s policies and frameworks for
identifying, assessing, and managing ESG risks — including those associated with climate change — and
recommends appropriate mitigation measures. It also monitors compliance with applicable regulatory
requirements and international best practices, while closely tracking political and regulatory developments at
global, EU and national levels.
In 2025, the ESSR Committee met three times, reviewing Board reports on carbon emissions performance and
related key performance indicators (“
KPIs
”). The Audit & Risk Committee, which is responsible for identifying
and overseeing multi-disciplinary risks, including those related to climate change, convened five times to
confirm that risk assessments were conducted in line with the Board’s defined risk appetite. During the same
period, the Remuneration & Talent Committee, which oversees executive remuneration and incentive
structures, also held five meetings. Notably, both annual director bonus targets and long-term incentive plans
are directly linked to the achievement of emissions reduction objectives, further reinforcing Energean’s
commitment to sustainability and climate performance.
For more information on how remuneration is linked to sustainability targets, please refer to pages 130 and 142
in the Corporate Governance section of this Annual Report. An overview of the key activities by each of
Energean’s Board committees in 2025, can be found between pages 101-124.
Annual report 2025 |
Energean
26
By embedding climate considerations across its governance framework, strategic planning, and performance
evaluation processes, Energean remains committed to responsible operations, forward-looking risk
management, and the delivery of sustainable long-term growth.
b.
Management’s role in assessing and managing climate-related risks and opportunities
Energean is committed to long-term sustainable success, integrating climate considerations into its governance
framework. The Board of Directors plays a pivotal role in shaping the Company’s strategic direction while
ensuring it delivers value to shareholders, supports stakeholders, and mitigates environmental impact.
Oversight of climate-related risks and opportunities is a key responsibility embedded within the Company’s risk
management framework and corporate governance processes.
To facilitate effective decision-making, the Company Secretary’s office coordinates the development of Board
and committee agendas, working closely with relevant teams to provide materials that support informed
discussions, including those on climate-related issues. The Board believes that its members possess the
necessary expertise in climate change and sustainability to guide Energean’s strategy. Notably, six of its Non-
Executive Directors have specialised experience in these areas, particularly in the energy sector, executive
leadership, and environmental stewardship. Their expertise ensures that sustainability remains a central pillar
of Energean’s corporate vision.
The Board establishes the Company’s values, long-term goals, and commercial strategy while ensuring
compliance with its obligations to shareholders and stakeholders. However, the CEO holds primary
responsibility for the execution of environmental and climate-related strategies, setting targets across short,
medium, and long-term plans. The CEO oversees the Company's climate policies, monitors environmental
performance, and sets expectations for sustainability goals.
The HSE (Health, Safety, and Environment) Director is responsible for developing and implementing Energean’s
Corporate HSE and Climate Change Policy, designing training programmes to enhance climate awareness, and
staying ahead of technological advancements that support sustainability objectives. The HSE Director also
monitors Energean’s carbon emissions and suggests climate change performance thresholds for financial
assessments, including investment decisions, and collaborates with various departments to evaluate climate-
related risks and opportunities.
Climate-related strategy
a.
The climate-related risks and opportunities for the Group over the short, medium and long term
Energean has identified climate-related risks and opportunities across short-, medium-, and long-term
horizons. Short-term aligns with our rolling five-year budget planning. Medium-term refers to the period
beyond our budget cycle, taking into account an addition 5-year outlook. Long-term covers the period to 2050,
consistent with our net-zero commitment and relevant decarbonisation scenarios. In the short-term (up to
2030), regulatory changes, extreme weather events, and market volatility present immediate risks. Medium-
term risks (up to 2035) include transition risks linked to the shift toward a low-carbon economy, technological
breakthroughs, physical risks from climate-related events, and reputational challenges. Long-term risks (up to
2050) involve chronic weather conditions (sea level rise) and stranded assets.
Transition risks can span multiple time horizons, and their significance is assessed accordingly. Given their
global nature, geographic specification is not always applicable. Climate-related risks are analysed in the “Risks
and Opportunities” section.
However, there are also opportunities, including the ability to align with government priorities on energy
security and socio-economic development, as well as to advance carbon storage projects. Capturing these
opportunities can strengthen our resilience, open new revenue streams, lower costs, and enhance our
competitive position in a rapidly evolving climate and energy landscape.
Effectively managing these risks and leveraging opportunities is essential for long-term sustainability and
competitiveness, ensuring alignment with stakeholder expectations and regulatory requirements. Energean
conducts comprehensive financial forecasting over a five-year period, fully addressing short-term concerns
and partially considering medium-term risks.
Annual report 2025 |
Energean
27
Annually, we re-evaluate climate-related risks, both transitional and physical, through our embedded
company-wide risk assessment tool. In 2025, these risks were also incorporated into the bottom-up Country
Risk Registers. The assessment found that the post-control risk ratings for transition and physical risks are low
in all countries, with one exception for transition risks in Italy, reflecting the regulatory landscape.
b.
The impact of climate-related risks and opportunities on the organisation’s businesses, strategy, and
financial planning
Inclusion of climate-related risks into decision-making and business planning
The Board plays a vital role in assessing investments for climate-related risks, ensuring that these risks are
thoroughly integrated in decision-making. Regular discussions between the CEO and the Board address climate
change issues, particularly investment decisions influenced by climate considerations and the potential financial
impact of carbon credit prices on Energean’s future.
Energean’s business plan incorporates various assumptions, including commodity prices, exchange rates,
carbon prices, capital investment schedules, and related risks and opportunities that affect revenue and free
cash flow. However, as time horizons extend, uncertainty surrounding these assumptions increases.
Our current portfolio has demonstrated resilience under the climate scenarios tested, and we remain
committed to meeting global energy demand in the coming decades. Moving forward, we will continue to make
capital allocation decisions based on rigorous planning assumptions derived from our scenario analysis.
Risks and opportunities
We aim for a consistent methodology in assessing risk. For this reason, we establish a common ground of risks
on a like-for-like basis, assessing the potential impact and likelihood in a uniform way and using the same
assessment criteria as with our other business risks.
We have carefully identified climate change-related risks and opportunities, on a bottom-up basis within our
wider Group risk register.
The table below offers a comprehensive view of climate-related risks, building on the Principal Risks outlined in
the Risk Management section (pages 65-79). This enhanced perspective aims to improve understanding and
proactive management of climate-related challenges and opportunities.
Annual report 2025 |
Energean
28
Physical risks
Risk
Acute
Chronic
Description
Immediate and severe threats posed by
climate-
related
events
create
risk
to
Energean’s
operations,
assets,
and
infrastructure. These risks include extreme
weather events such as storms, floods, and
wildfires, which can result in disruptions to
production,
damage
to
facilities,
and
potential safety hazards for personnel.
Additionally, acute physical risks may arise
from
sudden
geological
events
like
earthquakes or tsunamis, particularly in
regions prone to such occurrences.
Chronic physical risks for Energean stem
from long-
term changes associated with
climate
change
and
environmental
degradation. These risks include sea level
rise, land subsidence, shoreline erosion,
extreme
temperatures,
changes
in
precipitation
patterns,
a
nd
increased
frequency and severity of storms. These
gradual
changes
pose
threats
to
Energean's
coastal
infrastructure,
operations, and personnel safety.
Financial
impact
Disruptions to production and supply chains
caused by acute physical risks could result in
revenue
losses
due
to
downtime
and
decreased output. They could also trigger
secondary
financial
impacts,
such
as
increased insurance premiums for property
and business interruption coverage.
Chronic physical risks carry similar financial
risks to acute physical risks, including:
Increased downtime and revenue loss
Higher insurance premiums
Infrastructure located in areas vulnerable
to chronic physical risks may also face
diminished value or greater impairments
over time.
Energean’s
response
(mitigation)
Energean’s controls in relation to acute and chronic physical risks differs slightly across
countries, but by and large includes the following key mitigants:
1.
Monitoring of weather conditions and sea conditions.
2.
Use of protective barriers to combat flooding.
3.
Comprehensive insurance policies in place for key assets and infrastructure.
4.
Established a dedicated Environment, Safety and Social Responsibility committee to
review climate change related risks and projects.
5.
Natural disaster procedures development and implementation.
Time horizon
Short, medium and long-term
Long-term
Risk
rating
(likelihood
and
impact
after
controls
implemented)
ISL
EGT
ITY
GRE
UK
ISL
EGT
ITY
GRE
UK
Low
Low
Low
Low
Low
Low
Low
Low
Low
Low
Geographies
impacted
Although all countries are exposed to both acute and chronic climate
related risks,
Energean assesses these risks as low across its portfolio.
Metrics used to
assess risk
Physical risk scenario analysis (see page 34), production loss (days) and estimated repair
cost. The latter two metrics are not reported in this Annual report.
Annual report 2025 |
Energean
29
Transition risks
Category
Risk
Risk
Risk
Reputation
and
Regulatory
(including
carbon taxes)
Market
Description
The
risk
of
changes
in
governmental
climate
policies
and/or
investor
and
stakeholder
pressure
leading
to
the
introduction or increase in carbon taxes or
emissions trading systems.
The risk of technological and customer
preference changes leading to a reduction
in demand for hydrocarbon products.
Impact
on
business
strategy
and
financial
planning
Although
governmental
and
investor
attention on climate change remains, the
associated risk remains stable.
A sustained and material decline in the
price of our products could negatively
affect our cash flows, shorten the economic
life of our assets, and constrain our ability
to
deliver
competitive
returns
to
shareholders. While our portfolio remains
resilient under a range of market scenarios
(see scenario analysis on page
32
), we
continue
to
monitor
market
dynamics
closely
and
will
adjust
our
strategy
accordingly to ensure resilience and long-
term sustainability.
Energean’s
response
(mitigation)
Energean manages its exposure to carbon
taxes
by
maintaining
robust
emissions
monitoring
and
reporting
processes,
ensuring that all greenhouse gas outputs
are accurately measured, verified, and
compliant
with
relevant
regulatory
requirements.
Scenario
anal
ysis
is
conducted on an annual basis to assess the
potential financial impact of increases to
carbon-
pricing
under
different
climate
scenarios. In addition, annual emissions
reduction targets are set and performance
is reviewed against these targets each
year, enabling the Board to track progress,
strengthen
accountability,
and
adapt
mitigation measures where necessary.
Energean manages market related climate
risks through a defined climate strategy
and
transition
pathway
focused
on
reducing,
sequestering,
and
offsetting
greenhouse gas emissions, with emissions
reduction targets also embedded in the
Company’s bonus and LTIP calculations.
Climate strategy and delivery is monitored
by the Board and ESSR Committee to
ensure the resilience of our operations and
assets.
Time horizon
Short, medium and long-term
Medium and long-term
Risk
rating
(likelihood
and
impact
after
implemented
controls)
ISL
EGT
ITY
GRE
UK
ISL
EGT
ITY
GRE
UK
Low
Low
Med
Low
Low
Low
Low
Med
Low
Low
Annual report 2025 |
Energean
30
Geographies
impacted
In 2025, Energean was only required to
purchase carbon credits in the UK (see
page 46), as Energean’s Italian emissions
fall under the allowable cap. As of the date
of writing, there is no indication that carbon
taxation for E&Ps will be introduced in
either Israel or Egypt.
In
Italy,
the
Group
has
assessed
the
Reputation
and
Regulatory
risk
to
be
medium, due to the country’s inherently less
stable regulatory environment.
Also
refer
to
the
scenario
analysis
modelling on page 32.
In Italy, the Group has assessed the Market
risk to be medium, due to the country’s
focus to diversify its energy mix.
Metrics used to
assess risk
Emissions intensity (see page 15
), NPV10
impact of scenario analysis exercise (see
page
32
),
shadow
carbon
prices
(see
page 33).
Commodity prices (see page 58
), NPV10
impact of scenario analysis exercise (see
page 32
) and shadow carbon prices (see
page 33).
Annual report 2025 |
Energean
31
Transition opportunities
Category
Opportunity
Opportunity
Opportunity
Reputation (Carbon Capture & Storage)
Market
(energy
security
and
socio-
economic development)
Description
The opportunity to become a leading
player in the development of CCS projects
in the East Mediterranean and wider area.
Energean has the opportunity to capitalise
on
Government
priorities
for
energy
security
and/or
socio-economic
development
via
hydrocarbons,
in
particular gas following disruption to the
European
market
following
Russia’s
invasion of Ukraine.
Impact on
business
strategy and
financial
planning
CCS is expected to play a major role across
all
of
the
IEA’s
climate
scenarios.
Investment in CCS provides an opportunity
to protect the business against rises in
carbon
prices,
generate
revenue
and
safeguard jobs. Energean’s focus on CCS is
also embedded
in our Climate Change
policy, which identifies CCS as a mechanism
over the medium and long-term to reduce
Group emissions.
The growing focus on energy security
presents a strategic opportunity for the
Company,
supporting
more
favourable
fiscal
terms
and
strengthening
governmental,
investor,
and
broader
stakeholder backing for new oil and gas
developments. At the same time, rising gas
demand
continues
to
place
upward
pressure on gas prices, enhancing revenues
and strengthening cash flows. Together,
these
factors
positively
influence
the
Company’s business strategy and financial
planning
by
improving
investment
conditions and widening access to capital.
Energean’s
response
EnEarth’s Prinos CS project is currently in
FEED. In 2025, EnEarth also signed a term
sheet to negotiate on an exclusive basis a
definitive
agreement
to
expand
its
operations into Bulgaria as the storage
operator for Heidelberg Materials' Devnya
CO2 development. Energean has received
grant funding from the EU’s Recovery and
Resilience
Facility
and
the
Connecting
Europe Facility.
Financial
planning
and
investment
decisions are guided by the regions and
markets
where
there
is
strong
and
sustained support for oil and gas projects.
By prioritising jurisdictions with clear policy
stability,
favourable
regulatory
frameworks, and demonst
rable demand
for
hydrocarbons,
the
Company
can
allocate capital more efficiently and with
greater confidence in long-
term project
viability.
Time horizon
Short, medium and long-term
Short, medium and long-term
Opportunity
rating
ISL
EGT
ITY
GRE
UK
ISL
EGT
ITY
GRE
UK
Low
High
High
High
Low
High
High
High
High
Low
Geographies
impacted
In
Greece,
the
Prinos
CCS
project
is
currently in FEED, and additional CCS
opportunities have been identified in both
Egypt and Italy.
All countries, with the exception of the UK
where the current regulatory environment
is less supportive of the industry. However,
the UK represents only a minor proportion
of the overall business.
Metrics used to
assess
opportunity
Purchased
carbon
allowances
(see
page 46)
NPV and IRR for CCS opportunities (not
disclosed in this report).
Oil and gas demand (see page 16)
Commodity prices (see page 16)
Annual report 2025 |
Energean
32
c.
The resilience of the organisation’s strategy, taking into consideration different climate-related
scenarios, including a 2°C or lower scenario
Transition risks resilience
Since 2021, in line with the TCFD’s recommendations, we have tested the resilience of our portfolio against the
scenarios from the International Energy Agency’s annual World Energy Outlook (“
WEO
”) report to address the
risks and opportunities presented by a potential transition to a lower-carbon economy. Resilience is defined as
the ability to generate value in a low-price environment.
We have chosen to use the IEA scenarios as this enables standardisation in approach and comparison between
companies. The IEA’s scenarios change slightly each year — in the 2025 WEO report, the three scenarios are:
IEA’s 2025 WEO climate scenarios
Current Policies Scenario
(“CPS”)
Stated
Policies
Scenario
(“STEPS”)
Net
Zero
Emissions
by
2050 Scenario (“NZE”)
Overview
The
Current
Policies
Scenario (CPS) describes a
future
energy
pathway
based solely on policies that
are
already
enacted
in
legislation
or
regulation,
assuming
no
additional
policy
changes
or
strengthening over time. It
takes a conservative view
by
applying
the
lowest
expected
outcomes
of
existing
policies,
not
extending
time
limited
measures, and projecting
slower deployment of new
energy technologies than
seen in recent trends or in
more optimistic scenarios.
The
Stated
Policies
Scenario (STEPS) outlines
an energy future based on a
broader
set
of
policy
intentions
than
the
CPS,
incorporating
not
only
policies already in place but
also those that have been
officially
proposed
or
included
in
strategic
government
plans.
It
reflects
the
direction
governments
say
they
intend
to
take,
while
recognising
that
stated
targets may not be fully
achieved,
adjusting
expectations
based
on
market, infrastructure, and
financial constraints.
The Net Zero Emissions by
2050 (NZE) Scenario sets
out
an
ambitious
yet
pragmatic global pathway
for the energy sector to
reach
net
zero
CO
emissions by 2050, aligned
with
limiting
global
warming to 1.5
°C. Unlike
earlier
versions,
it
now
assumes
a
temporary
overshoot,
with
temperatures rising above
1.6
°C and exceeding 1.5
°C
for several decades before
falling back below 1.5
°C by
2100. This reflects recent
high emissions and slower-
than-
needed
policy
and
technology progress, and
achieving
the
pathway
requires both rapid energy
sector transformation and
largescale deployment of
CO
removal technologies
that are not yet proven at
scale.
Temperature
rise
2.9°C by 2100
2.5°C by 2100
<1.5°C by 2100
2035 oil price
$89/bbl
$80/bbl
$33/bbl
2035
EU
gas
price
$9.1/MMBtu
$6.5/MMBtu
$4.2/MMBtu
2035 EU carbon
price
$87/tonne
$89/tonne
$180/tonne
Annual report 2025 |
Energean
33
Methodology
We have applied the IEA’s price forecasts for each scenario to our portfolio and have compared the impact on
the net present value (“
NPV
”) compared to our base case budgetary assumptions. We have only considered 2P
reserves and have not included our exploration assets in this analysis.
The IEA provides 2035 and 2050 oil and gas prices for each scenario. It also provides 2035, 2040 and 2050
carbon prices for each scenario. We have assumed a straight-line increase between the price points and then
assumed flat prices from 2050 onwards. Because the IEA provides general oil and European gas prices, we have
taken the differential between their base case and their forecast and applied this to our 2025 base case for
Brent and the various regional gas prices to generate comparable commodity price forecasts.
The impact to net present value described below are based on the development of our 2P reserves position “as
is”, and do not include any unsanctioned steps that we are taking to mitigate the impacts of climate change.
Results
Net present value of portfolio
20
CPS
STEPS
NZE
Israel
Egypt
Italy
Greece
Croatia
UK
Impact on NPV
>0%
0 to -10%
>-11%
Our portfolio continues to create value under all scenarios. Under the NZE, Group NPV10 is reduced by 17%
overall compared to the base case, but remains positive. This is because the portfolio is protected via its long-
term gas contracts in Israel and Egypt that contain floor pricing. In Israel and Egypt, only under the NZE is there
a minor impact on the NPV (-5% respectively), primarily due to the price realised for its liquids production.
Our Italy, Greece, and UK assets are more exposed to the effects of lower commodity prices under the
scenarios considered, as the NZE’s outlook for Brent and the UK NBP are lower than our base case assumptions.
In order to manage this, Energean has the option to enter into commodity price hedges to reduce this
uncertainty (see Note 27 in the Financial Statements).
Carbon price forecast
Energean uses an internal price on carbon to stress-test new projects, acquisitions and investments. This allows
us to measure the impact of any investment decision on the Company’s carbon footprint, and to determine
whether any future investments would increase our carbon intensity. Furthermore, the internal price on carbon
20
Relative to Energean’s budget planning Brent oil price of $70/bbl.
Annual report 2025 |
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34
ensures that we include the possibility of additional carbon taxation schemes being introduced which would
result in a reduction of our income and valuation on individual assets.
Our internal carbon prices for countries which do not currently have a regulated carbon tax market (e.g. outside
of the EU and UK ETS regions) are:
Year
($/tCO
2
)
2026
85-90
2035
160-165
2050
240-245
This carbon price is based upon an average of the IEA’s NZE scenario in their 2025 WEO Report and the current
carbon removal cost on the voluntary market, inflated at the same rate as the IEA’s NZE scenario.
The internal carbon price helps mitigate future potential climate change impacts by helping us safeguard the
value of future investments under different scenarios where the cost of emitting GHG increases as a result of
more stringent regulated trading schemes. Engineering solutions have been incorporated in the design of future
projects and in operational performance. The lack of net zero-aligned global and national policies and
frameworks increases the uncertainty around how carbon pricing and other regulatory mechanisms will be
implemented in the future.
Physical risks resilience
As discussed within the Risks section between pages 26-35 in the TCFD section and pages 65-79 in the Risk
Management section of this Annual Report, management recognises that climate change is expected to lead to
the increased frequency and severity of weather-related natural hazards, such as sea level rise, storms,
flooding and extreme temperatures. For this reason, we have conducted a risk identification process and
analysis to help us understand which hazards may pose a risk to our continuing operations over different time
periods.
IPCC’s outlook (Sixth Assessment Report (“AR6”) Chapter 11) for the Mediterranean for the direction
of change for weather and climate extreme events under different climate scenarios
Temperature rise
21
1.5°C
2.0°C
4.0°C
Hot temperature
extremes
Likely
Extremely likely
Virtually certain
Heavy precipitation
Low confidence
Medium confidence
High confidence
Methodology and results
Energean has conducted qualitative scenario analysis for the FPSO (Israel), Abu Qir area in Egypt, our operated
assets in Italy and the Prinos field (Greece). All countries are located within the IPCC’s “Mediterranean”
category. Energean has considered the IPCC’s AR6 findings for the change in likelihood of extreme events for
the Mediterranean region, under the IPCC’s three temperature change outlooks.
As per the IPCC’s analysis, hot temperature extremes under the three scenarios are, at a minimum, likely.
Extreme hot weather events could lead to increasing risks to employee health and safety in the workplace and
decrease productivity. Between 1986 and 2005, the average number of days in a year in which temperatures
exceeded 35
o
C was 12 in Israel, 2 in Greece, 1 in Italy and 65 in Egypt. Under the IPCC’s Shared Socioeconomic
Pathways (“
SSP
”) 3-7
22
(Israel) and 5-8.5 (Greece, Italy and Egypt) scenarios, productivity by 2040 may
decrease by up to 14% in Israel, 11% in Greece, 5% in Italy and 29% in Egypt due to a higher number of days in
which temperatures exceed 35
o
C. To mitigate this, we ensure that all employees follow appropriate health and
21
Versus pre-industrial levels.
22
SSP 3-7 used as SSP 5-8.5 not provided for Israel.
Annual report 2025 |
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35
safety guidelines, provide air-conditioned break areas and supply heat-related illnesses awareness training. In
view of future higher temperatures, the Company considers flexible work schedules, allowing work during
cooler times of the day. We foresee an increase in cooling water demand (sourced from seawater not
freshwater) for equipment robustness and energy consumption, as higher ambient temperatures reduce heat
exchange efficiency; this is not expected to affect or cause a disruption to production. Long-term fatigue of
material exposed to higher temperatures is an area that requires further study, but has not been identified as
an immediate risk.
Heavy precipitation ranges from low to high confidence under the three scenarios, which implies a relatively
low risk of change. Nevertheless, we continue to take precautionary measures related to extreme precipitation,
such as having readily-cleaned rainwater sewers, drainage channels and equipment that is adequately elevated
in order to avoid disruptions. No additional construction work or infrastructure is foreseen based on the
findings.
Energean has also identified severe storms as a risk to its Israel, Egypt, Italy and Greece operations, which may
for example result in a temporary shut-down in production or the delay of hydrocarbon liquids offloading in
Israel. However, the IPCC does not provide an outlook for extreme storms for the Mediterranean region
because quantifying the effect of climate change on extreme storms is challenging, partly because extreme
storms are rare, short-lived, and local, and because individual events are largely influenced by stochastic
variability. The East Mediterranean and North Aegean regions generally experience low storm surges,
compared to the Atlantic or North Sea due to their enclosed nature and milder storm systems. The FPSO has
been constructed to withstand maximum wave and wind speeds on a 100-year basis.
Finally, Energean has evaluated sea level data from the SSP’s 1-1.9, 2-4.5, 3-7 and 5-8.5 scenarios. An extreme
storm surge scenario has also been considered, much higher than that expected in the North Aegean, Adriatic
and East Med. All Energean's near shore facilities in Kavala (Greece), S. Giorgio Mare and Maria a Mare (Italy),
are not expected to be affected until the late 21st century under any scenario as our onshore operations are at
least two metres above the average sea level. Energean’s offshore operations in Israel, Greece, Italy and Egypt
are not expected to be impacted by sea level rise. The elevation of Energean’s offshore platforms have been
developed in a way that mitigates the risk of swells. The combination of swells and sea level rise is an area
identified as requiring further investigation. For our calculations, NASA’s sea level projection following IPCC
AR6 Assessment Report was used, while for location reference data, the closest in proximity point of data was
selected.
UK has evaluated both transitional and physical risks as low, due to the short duration of our operated sites
decommissioning activities. Mitigation measures have been placed where deemed necessary.
Climate risk management
Risk management: disclose how the organisation identifies, assesses, and manages climate-related risks
As discussed above, Energean considers climate change a risk factor for the Group. Energean first recognised
climate change as a rapidly emerging risk in 2019 and has since fully integrated these related risks and
opportunities into its comprehensive, Group-wide bottom-up risk management process, introducing several
associated KPIs and remuneration procedures. This framework facilitates the effective identification,
assessment, control, and monitoring of climate-related risks, considering their potential financial, legal,
physical, market, and reputational impacts. It also ensures that key strategic and commercial decisions are
evaluated based on their financial significance.
To manage both physical and transition-related risks, Energean continuously monitors these factors to ensure
they align with the Company’s overall risk appetite across various time horizons.
Please refer to the Risk Management section between pages 65-79 of this Annual Report for further
information.
Annual report 2025 |
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36
Climate-related metrics and targets
a.
The metrics used by the Group to assess climate-related risks and opportunities in line with its strategy
and risk management process
The key metric we use to track our progress against our energy transition strategy to be net zero by 2050 is the
emissions intensity of our portfolio across scope 1 and 2 emissions, on an equity-share basis.
Energean’s baseline year for its targets was previously 2019. However, in light of Energean’s rapid growth
through the start-up of Karish and the acquisition of Edison, Energean reset its baseline year for its targets to
2022. These historical and future targets can be found on page 36.
Executive remuneration is partly linked to sustainability metrics, which includes emission reductions, which is one
of the Group’s KPIs.
Please refer to page 130 in the Corporate Governance section for further detail.
Energean’s Net Zero Strategy
Energean's net zero Strategy, published in 2020 within the 2019 Annual Report, outlines a series of strategically
defined initiatives aimed at successfully fulfilling the Company's commitment to achieving net zero emissions.
This comprehensive strategy spans three distinct periods: short-term (up to 2025), medium-term (up to 2035),
and long-term (up to 2050).
Short, medium and long-term plan
In the short-term period, Energean was focused on transitioning production from crude oil to natural gas,
sourcing electricity generated from renewable sources across all operational sites, optimising site
performance, and implementing broader decarbonisation initiatives. The Company is also developing a
Annual report 2025 |
Energean
37
dynamic roadmap for acquiring or generating carbon removals. In addition, this period was categorised by
focusing on boosting transparency in climate change performance by actively participating in initiatives such
as the CDP and the TCFD.
Building on these efforts, the medium-term phase will focus on expanding decarbonisation projects, including
the operation of a carbon storage site to sequester emissions and increasing the electrification of certain
assets. Additionally, Energean intends to begin investing in nature-based solution projects.
In the longer term, the Company plans to extend its decarbonization efforts to more countries within its
operational footprint. Nature-based solution projects will continue to evolve in alignment with the overarching
net zero goal, reinforcing Energean’s commitment to sustainability and environmental responsibility.
Energean’s targets only cover scope 1 and 2 emissions. Energean has not set a specific commitment on reducing
scope 3 emissions, but it is considering tangible actions to reduce them. Energean’s Group Procurement Policy
and HSE Policy encourages preference for vendors and contractors for upstream operations who can
demonstrate emissions reduction policies. In 2025, Energean has continued to publish its scope 3 emissions. This
data can be found between pages 38–41.
Energean has set a series of milestones that underline the Company's 2050 net zero commitment, ensuring a
structured and measurable approach. The key aspects of this pathway include:
1
Become net zero across our entire operations on an equity share absolute basis by 2050. Our
commitment includes scope 1 GHG emissions from owned fuel burning sources and scope 2 from
purchased energy.
2
Continuously reduce our carbon emissions intensity from our 2022 baseline year (16 kgCO2e/boe), to
4–6 kgCO2e/boe in 2035 and net zero in 2050.
3
Include our net zero criteria and relevant costs in new M&A activities, Final Investment Decisions and
Field Development Plans. All growth opportunities will be scrutinised and tested against our net zero
pathway to assure full adaptiveness.
4
Reduce absolute carbon emissions through decarbonisation strategies that include technical solutions
such as fuel substitution and energy efficiency management, carbon storage, and portfolio
management including divestments
5
Strategically divest from stranded assets with high emissions intensity, thus reducing the carbon
intensity of the Group
6
Commit to methane emissions monitoring and reduction. Drive our Joint Ventures to engage on this
target at our operated assets.
7
Continue to implement zero routine flaring (defined on page 43 in the ESG Review section) and reduce
safety and non-routine flaring at operated sites and drive similar engagement from our JVs.
8
Invest in on-site renewable energy production to cover a part of the energy needs. Drive our JV’s
engagement at our operated assets to this target.
9
Invest in nature-based solution projects to generate or purchase carbon credits. This will account for
less than 50% of the total projected carbon emission reduction versus our new 2022 baseline year, on
an equity share basis. Our carbon removals portfolio will be a mixture of nature-based solution
technologies, such as forestry, soil, blue carbon, biochar etc.
Carbon storage progress
At Energean, we recognise carbon storage as a critical enabler of industrial decarbonisation. In addition to
leveraging our own assets, we are actively engaging with major industrial emitters in the hard-to-abate sectors
to provide a secure and efficient CO
storage solution. As an established offshore operator, Energean is well-
positioned to lead the deployment of carbon storage infrastructure in the Mediterranean, contributing to the
European Union’s climate neutrality goals.
In 2025, the Prinos CO
storage project, developed by EnEarth, Energean’s dedicated carbon storage
subsidiary, continued to progress through FEED.
Annual report 2025 |
Energean
38
CDP Assessment of Our Climate Change Strategy
In 2025, Energean maintained its active participation in CDP, reinforcing its commitment to transparent
reporting and continued action on climate change.
The external CDP Climate Change rating assesses the depth and quality of our disclosures, as well as the
Company’s understanding of climate-related risks and opportunities, governance and management practices,
and progress in delivering climate action—including engagement with suppliers on climate-related matters.
For 2025, we received a B score for the climate change questionnaire, maintaining our 2024 score. We are
committed to improving our score in the future as we develop and implement our climate change strategy.
b.
Scope 1, 2 and 3 greenhouse gas (GHG) emissions
Scope 1 and 2 emissions
Energean’s scope 1 and 2 emissions intensity, which is one of the Group’s KPIs, averaged 7.5 kgCO2e/boe, down
from 8.4 kgCO2e/boe in the prior year.
Energean’s Group scope 1 emissions intensity on an equity share basis in 2025 was 7.5 kgCO2e/boe, down from
8.4 kgCO2e/boe in the prior year. This reduction was primarily achieved via reduced flaring in Israel.
Energean’s Group scope 2 market-based emissions intensity on an equity share basis stayed flat at 0.0
kgCO2e/boe (market-based), due to the continued use of renewable energy sourced power at its operated
assets.
Annual report 2025 |
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39
Scope 1 and 2 emissions
23
2025
2024
2023
Target
2035
Target
2050
A
Total oil and raw gas
(Kboe)
Equity
56,045
56,694
46,224
B
Scope
1
emissions
(tCO2e)
Equity
418,783
474,176
428,252
C
Scope
2
emissions
(tCO2e)
location-
based
24
Equity
12,058
20,219
15,379
D
Guarantees of Origin
(tCO2e)
Equity
(11,117)
(19,364)
(14,403)
E
I-REC (tCO2e)
Equity
(131)
(98)
(152)
F
Scope
2
emissions
(tCO2e)
market-
based
25
Equity
810
758
825
G=B/A
Scope
1
(kgCO2e/boe)
Equity
7.5
8.4
9.3
H=F/A
Scope
2
(kgCO2e/boe)
market-based
Equity
0.0
0.0
0.0
I=(B+F)/A
Scope
1
and
2
(kgCO2e/boe)
Equity
7.5
8.4
9.3
4.0–
6.0
0
J
Total oil and raw gas
(Kboe)
Operated
42,685
43,655
35,225
K
Scope
1
emissions
(tCO2e)
Operated
258,112
302,995
220,579
L
Scope
2
emissions
(tCO2e)
location-
based
Operated
11,249
19,462
14,555
M
Guarantees of Origin
(tCO2e)
Operated
(11,117)
(19,364)
(14,403)
N
I-REC (tCO2e)
Operated
(131)
(98)
(152)
O
Scope
2
emissions
(tCO2e)
market-
based
Operated
0
0.0
0.0
P=K/J
Scope
1
(kgCO2e/boe)
Operated
6.0
7.0
6.3
Q=O/J
Scope
2
(kgCO2e/boe)
market-based
Operated
0.0
0.0
0.0
R=(K+O)/J
Scope
1
and
2
(kgCO2e/boe)
Operated
6.0
7.0
6.3
Annual report 2025 |
Energean
40
Scope 3 emissions
In 2025, Energean’s Group scope 3 emissions on an equity share basis were 24.6 MtCO2e, a small increase from
24.2 MtCO2e in 2024.
For the scope 3 emissions on an operational share basis, Energean considers Category 11 as the most material
and relevant, but for transparency, has calculated scope 3 emissions for the several other categories.
Categories that are not relevant have been marked as N/A.
23
Methodologies used to calculate scope 1 emissions include the standards and protocols of EU ETS, IPCC, Concawe and EPA. Scope 2
emissions were calculated using the GHG protocol standards. Scope 3 emissions were calculated using the GHG Protocol’s Scope 3
calculation guidance. Scope 1, 2 and 3 emissions have all been verified to ISO 14064-1 based on the operational accounting approach.
Please refer to the Environmental section on pages 71–74 for a detailed description of which categories the Group deems irrelevant or
insignificant and therefore has not been included in the Group’s scope 3 emissions calculation.
24
Location-based is defined as the emissions generated from the purchase and consumption of electricity throughout our premises, shown
before
offsets from renewable energy certificates.
25
Market-based method for scope 2 emissions, incorporating energy certificates such as Guarantees of Origin and International
Renewable Energy Certificates.
Annual report 2025 |
Energean
41
Scope 3 emissions
26
(MtCO2e)
2025
2024
2023
Target
2035
Target
2050
Category 10
Equity
0.6
0.7
0.7
No
target
No
target
Category 11
Equity
24.0
23.5
21.8
Total
Equity
24.6
24.2
22.5
Category 1
Operated
0.1
0.2
0.0
Category 2
Operated
0.2
0.1
0.0
Category 3
Operated
0.0
0.0
0.0
Category 4
Operated
0.0
0.0
0.0
Category 5
Operated
0.0
0.0
0.0
Category 6
Operated
0.0
0.0
0.0
Category 7
Operated
0.0
0.0
0.0
Category 8
Operated
N/A
N/A
N/A
Category 9
Operated
0.2
0.0
0.0
Category 10
Operated
0.5
0.7
0.5
Category 11
Operated
20.1
20.6*
16.8
Category 12
Operated
N/A
N/A
N/A
Category 13
Operated
N/A
N/A
N/A
Category 14
Operated
N/A
N/A
N/A
Category 15
Operated
N/A
N/A
N/A
Total
Operated
20.8
21.5
17.4
*Re-reported.
c.
Managing Climate Risks and Opportunities: Targets and Results
Energean is committed to achieving net zero by 2050 across its absolute Scope 1 and Scope 2 emissions on an
equity share basis. To meet this ambition, we plan to reduce our absolute emissions by 50% between 2022 and
2050, with the remaining portion—up to 50%—to be addressed through the generation or acquisition of high-
quality emissions reduction credits, primarily from nature-based solution projects.
In 2019, we set a target to reduce the carbon intensity of our operations by 85% by 2025 compared with 2019
levels. As projected, this target has been achieved, with emissions intensity declining from 68.8 kgCO
e/boe to
7.5 kgCO
e/boe—an overall reduction of 89%. This progress has been largely driven by the transition from an
oil-weighted to a gas-weighted portfolio, alongside the start-up of Karish, which operates at a comparatively
low emissions intensity of 4–5 kgCO
e/boe.
Looking ahead, our 2035 objective is to further reduce emissions intensity to between 4.0 and 6.0 kgCO
e/boe.
Performance against these targets is closely monitored by the HSE Director, as well as by the CEO and the
Board.
26
Methodologies used to calculate scope 1 emissions include the standards and protocols of EU ETS, IPCC, Concawe and EPA. Scope 2
emissions were calculated using the GHG protocol standards. Scope 3 emissions were calculated using the GHG Protocol’s scope 3
calculation guidance. Scope 1, 2 and 3 emissions have all been verified to ISO 14064-1 based on the operational accounting
approach. Please refer to the Environmental section on pages 71–74 for a detailed description of what categories the Group deems
irrelevant or insignificant and therefore has not been included in the Group’s scope 3 emissions calculation.
Annual report 2025 |
Energean
42
ESG Review
Our environmental approach
At Energean, environmental stewardship is fundamental to both our day-to-day operations and our long-term
strategy. This responsibility guides us to carefully balance industrial activity with environmental protection and
social value, ensuring that our presence supports local economies while safeguarding natural ecosystems.
We are committed to minimising our environmental footprint and complying with all applicable laws and
regulations. Our approach is guided by recognised environmental management frameworks, including the
mitigation hierarchy, the waste treatment hierarchy, best available techniques (“
BAT
”), and the ISO 14001
environmental management standard. All our sites are certified to ISO 14001 principles.
Our commitment to the energy transition is reflected in our ambition to eliminate our Scope 1 and Scope 2
greenhouse gas emissions to net zero by 2050. Further details are provided in the “Our Journey to Net Zero”
section on pages 24–41. We continue to source renewable electricity as part of our energy mix and advance
initiatives aimed at reducing overall carbon emissions. Air emissions are systematically monitored, recorded,
and disclosed in line with regulatory requirements.
In addition, we maintain robust measures to prevent and mitigate oil spills and chemical releases, protecting
surrounding ecosystems and communities. We recognise that accurate monitoring and transparent reporting
of environmental data is essential to uphold accountability and trust.
Air quality (including methane emissions)
We monitor atmospheric emissions, including methane emissions, nitrogen oxide, sulphur dioxide, and volatile
organic compounds in all our operated sites. Our carbon emissions are presented and discussed in the “Our
Journey to Net Zero” section between pages 24-41.
Methane emissions (“
CH
4
”) reduced to 386 tonnes in 2025 from 439 tonnes in 2024, due to greater
frequency and higher quality monitoring and quantification.
Nitrogen oxide (“
NOx
”) emissions reduced (-11% change) at 380 tonnes in 2025 compared to 425 tonnes
in 2024, due to the temporary halt of production at the Prinos field in Greece
Sulphur dioxide (“
SO
2
”) emissions reduced to 1,277 tonnes in 2025 from 1,942 tonnes in 2024, due to the
temporary halt of production at the Prinos field in Greece.
Volatile organic compound (“
VOC
”) emissions reduced to 574 tonnes in 2025 from 729 tonnes in 2024,
due to more efficient operations in Israel in 2025 compared to 2024.
Regarding methane emissions, in 2025, we focused on implementing the newly introduced European Methane
Regulation. Energean monitored methane emissions through several Leak Detection and Repair (“
LDAR
”)
campaigns across our operated assets, targeting the identification of leaks resulting in fugitive emissions,
particularly methane. Campaigns were conducted at all operated Italian assets. For venting, high flow sampling
analysis was conducted at San Giorgio Mare, Maria a Mare and Garaguso. In Israel, campaigns were held four
times during the year for the volatile liquid components and twice for the gaseous systems at the FPSO. Based
on the findings, mitigation measures were implemented as required. Level 4 calculations based on equipment
specific characteristics were implemented for the remaining emitting sources.
Operated share
2025
2024
2023
CH
4
(tonnes)
386
439
300
NOx (tonnes)
380
425
431
SO
2
(tonnes)
1277
1942
1215
VOC (tonnes)
574
729
175
Annual report 2025 |
Energean
43
Flaring
Flaring is a significant source of GHG emissions from upstream operations. In our Climate Change Policy we
include a commitment to maintain zero routine flaring across all our assets, which is defined below.
The GGRF, the Global Gas Flaring Reduction Partnership, has three categories of flaring as defined in the
IPIECA-IOGP-GGFR’s 2021
Flaring management guidance for the oil and gas industry report:
Routine:
flaring that takes place during normal oil production operations in the absence of sufficient
facilities or amenable geology to allow the produced gas to be reinjected, utilised on-site or dispatched
to a market. Routine flaring does not include safety flaring, even when it is continuous. Energean’s zero-
routine flaring covers this category of flaring.
Safety:
flaring carried out to ensure the safe operation of the facility.
Non-routine:
all flaring other than routine and safety flaring.
In 2025, flaring from the Group’s assets (on an equity share basis) was 111,139 tonnes, down from 123,016 tonnes
in 2024. Unplanned non-routine flaring in Israel caused by short-lived process upsets, which were subsequently
rectified, was the main reason of non-routine flaring. Energean maintained zero-routine flaring in 2025.
Equity share
2025
2024*
2023
Total
hydrocarbons
flared
(tonnes CO2e)
111,139
123,016
80,506
Flaring intensity (kg/boe)
2.0
2.2
2.3
*2024 has been re-reported.
Biodiversity
We aim to support biodiversity where we operate, as outlined in our new Biodiversity Policy issued in January
2025. Our core values include environmental stewardship, aiming to balance energy development with
biodiversity preservation. We monitor operations to quantify and mitigate impacts, in line with regulatory
requirements. Our target is to achieve no net loss (“
NNL
”) of biodiversity for new projects and a net positive
impact (“
NPI
”) where possible. NNL is defined as projects where there is no net reduction in the diversity, long-
term viability, and functioning of species and vegetation. NPI is defined as projects which are outweighed by the
actions taken to avoid and reduce biodiversity impacts. We comply with all laws but continue exploring ways to
measure NPI.
During the reporting year, we conducted biodiversity surveys, initiated habitat protection efforts, and assessed
our operational influence on sites, which included:
Monitoring of the “Tecnoreef” structure installed in the Marine Protected Area “Isola dei Ciclopi” in Italy
has continued, demonstrating a high level of biodiversity in the region.
The “Acquisition and Data Analysis Using Marine Bioreceptors” project has progressed in collaboration
with the Zooprophylactic Institute of Teramo in Rospo Mare, Italy. This initiative aims to investigate
biodiversity beneath platforms and ultimately establish a biological pre-alarm system in a critical area
of the central southern Adriatic basin. The deployment of this system across various platforms in the
Adriatic may facilitate the creation of databanks beneficial for coastal area management.
Energean maintains its partnership with 3BEE, an agri-tech startup dedicated to the protection of bees,
in the province of Vasto, directly opposite our Rospo Mare offshore platform in Italy.
Water resources
Energean is committed to the responsible management of freshwater resources. We recognise the importance
of safeguarding water availability, responding to growing global demand, maintaining high quality standards,
and meeting stakeholder expectations. Both onshore and offshore water discharges are subject to continuous
monitoring through automated systems and manual sampling to ensure full compliance with applicable
regulatory limits.
Annual report 2025 |
Energean
44
In January 2025, we introduced a new Water Management Policy, which establishes a clear framework for both
newly developed and existing projects and reinforces our commitment to promoting responsible water
stewardship practices, including within joint ventures. The policy emphasises reducing freshwater consumption,
increasing water recycling, and embedding efficient water use across our operations.
In 2025, freshwater withdrawal decreased by 62%, reaching 46,681 m³ compared with 123,343 m³ in 2024,
reflecting the temporary suspension of production at Prinos from May onwards. Freshwater use in 2025 was
primarily used at the Prinos field in Greece for steam generation, with the remaining amount used across Italian
assets for general utility use. We remain focused on minimising freshwater extraction, particularly in regions
where water resources may be under pressure. To support this objective, we are exploring innovative
alternatives, such as using industrial effluent from neighbouring facilities as a substitute for freshwater. As
freshwater we consider all water (surface water, groundwater, third-party industrial grade water) volumes
originating from water supply networks or suppliers.
Consistent with our circular economy approach, we maintained a high rate of water reuse in 2025, recycling
99% of total water withdrawals.
Operated share
2025
2024
2023
Freshwater (m
3
)
46,681
123,343
119,089
Seawater (m
3
)
41,712,297
47,056,042
42,588,365
Total water usage (m
3
)
41,758,978
47,179,384
42,712,921
% of freshwater used as
a
proportion
of
total
water use
0.1%
0.3%
0.3%
Recycled water (m
3
)
41,491,245
46,793,189
42,588,365
Recycled water (%)
99.1
98.7
99.7
Dispersed oil
concentration in
discharged
water (mg/L)
27
<10
<10
<10
Oil spill prevention
Energean has established a comprehensive and thoroughly tested system to prevent oil spills, combining
proactive controls with robust risk-mitigation measures to address potential spills, leaks, and uncontrolled
discharges. These safeguards include strict adherence to regulatory discharge limits based on each asset’s
location, the use of online monitoring sensors in discharge waters to enable early detection and rapid response,
and the implementation of secondary containment solutions such as barrels, drums, and dedicated storage
vessels. In addition, we apply detailed inspection and preventive maintenance programmes for equipment
identified as having an elevated spill risk. As a result of these measures, we are proud to report zero oil spills
once again in 2025.
To maintain a high level of preparedness, we carry out annual oil spill emergency response drills and training
exercises. Our readiness is further strengthened through our membership in Oil Spill Response Ltd., a globally
recognised industry consortium specialising in oil spill response services. During 2025, we conducted a country
first, oil spill response drill in Greece, which included, local authorities, the Hellenic Hydrocarbons and Energy
Resources Management Company and the European Maritime Safety Agency (“
EMSA
”).
27
All our operated sites are equipped with on-line discharged water analysers, that monitor the hydrocarbon content of water. The limit
at all our sites is 10 mg/L, except for the Prinos asset in Greece, where the limit is much stricter at 2 mg/L.
Annual report 2025 |
Energean
45
Operated share
2025
2024
2023
Hydrocarbon spills
0.0
0.0
0.0
Waste management
At Energean, we are dedicated to adhering to the principles of the resources and waste hierarchy pyramid while
maintaining a robust ethical approach to waste management and discharges. We actively endorse waste
recycling and energy recovery initiatives to minimise our environmental impact. As part of the Environmental
Social Impact Assessment for each asset, we formulate a specific action plan to ensure efficient waste
management.
In 2025, 96% of our total waste was recycled, while 3% was managed through local landfill facilities and 1% was
directed to incineration and energy recovery units.
Both non-hazardous and hazardous waste decreased in 2025 to 9,405 tonnes and 2,186 tonnes respectively,
down from 11,185 tonnes and 4,622 tonnes respectively in 2024 due to lower year-on-year construction and
drilling activities.
Operated share
2025
2024
2023
Non-hazardous waste (tonnes)
9,405
11,185
394
Non-hazardous waste intensity (kg/boe)
0.22
0.26
0.01
Hazardous waste (tonnes)
2,186
4,622*
410
Hazardous waste intensity (kg/boe)
0.05
0.11
0.01
Total waste recycled (%)
96
82
81
Total waste disposed (%)
3
11
19
Total waste incinerated through energy
recovery units (%)
1.0
7.0
0.0
*2024 has been re-reported.
Environmental costs
Environmental expenditure
Equity share
2025
2024
2023
Environmental expenditure ($ million
28
)
2.5
2.4
1.5
Environmental expenditure includes, amongst others, oil spill readiness trainings, equipment, studies, permitting
processes, monitoring requirements, management of waste and methane monitoring. It does not include
expenditure associated with Energean’s Prinos CO2 project nor carbon credits.
In 2025, environmental expenditure was $2.5 million, a small increase from $2.4 million in 2024.
Energean operates in multiple jurisdictions and is subject to a broad range of environmental laws and regulatory
requirements in each country where it conducts activities. In 2025, the Company incurred no environmental
fines across any of its countries of operation.
28
Capital expenditures related to environmental protection activities.
Annual report 2025 |
Energean
46
Purchased carbon allowances
Equity share
2025
2024
2023
UK
purchased
carbon
allowances
(£ million)
1.3
0.8
1.0
Energean maintains operations in the UK, Greece, Croatia, and Italy, all of which participate in emissions
trading schemes (ETS). During 2025, the operator acting on behalf of the Scott and Telford partners purchased
carbon allowances through auctions under the UK Emissions Trading Scheme. In Greece, operations remained
within their allocated carbon allowances, and therefore no additional carbon credits were required in 2025. In
Italy and Croatia, our assets are currently below the EU ETS inclusion threshold; as a result, they do not incur
any requirement to purchase or surrender EUAs.
Energean does not currently offset any of its emissions through nature-based solution carbon credits.
UK standalone emissions and energy consumption disclosure
In line with the Companies Act 2006 and the Companies (Directors’ Report) and Limited Liability Partnerships
(Energy and Carbon Report) Regulations 2018, Energean reports its UK emissions and energy use on a
standalone basis.
There is no scope 2 emissions for Energean’s UK-based operations as the only electricity purchased is for its
corporate office in London, which is purchased by the building owner for the wider building. As a result, these
emissions are classified under scope 3 and not under the scope 2 category.
Equity share
2025
2024
2023
Total GHG emissions (tCO2e)
22,618
21,290
20,905
Scope 1 emissions (tCO2e)
22,618
21,290
20,905
Scope 2 emissions (tCO2e)
29
-
-
-
Total emissions intensity (kgCO2e/boe)
51.7
174.4
74.9
Energy consumption used to calculate above emissions (kWh)
51,562
76,075
74,700
Health and safety: ensuring a secure workplace
Our foremost concern is safety. We are dedicated to protecting our employees, the communities in which we
operate, and the natural environment. By prioritising the wellbeing of our workforce, securing our facilities and
assets, and preserving the environment, we strengthen our commitment to advancing a transition to lower-
carbon operations.
Operating across a wide variety of geographical regions exposes us to an array of safety and security
challenges. Our unwavering objective is to achieve zero harm, and we are convinced that every incident
affecting people, property, or the environment is preventable. To this end, we have cultivated a proactive
safety culture, ensuring that safety and security considerations are integrated into all aspects of our operations.
We pledge to observe all pertinent national and international regulations, adopting industry-leading techniques
and recommendations. In addition to our regulatory compliance, we continually invest in advanced safety
training, including digital learning modules and behaviour-based programmes, and regularly conduct
comprehensive risk assessments and emergency response drills. This holistic approach enables us to adapt to
the evolving risks within our sectors and reinforces our collective commitment to safeguarding our workforce,
assets, and the environment.
29
Electricity is purchased by the building owner and is thus taken into scope 3 emissions consideration.
Annual report 2025 |
Energean
47
Throughout 2025, our organisation placed significant emphasis on cultivating a robust safety and security
culture, staying alert to emerging risks within our operational context. We remain committed to evolving and
enhancing our approach to safety. Central to our strategy are five foundational elements: strong leadership,
maintaining a visible safety presence, rigorous adherence to regulations, fostering ongoing learning, and
monitoring key safety metrics.
Health and Safety Overview
Focus Area
Summary
Safety
Commitment
Prioritising employee, community, and environmental safety; aiming for zero harm
and embedding safety in all operations.
Proactive
Culture
& Compliance
Adhering to national and international regulations, using industry-leading techniques,
and investing in advanced training and risk assessments.
Continuous
Improvement
Regular emergency response drills and adapting to evolving risks to safeguard
workforce, assets, and the environment.
A key example of our safety culture in 2025 was demonstrated during the planned turnaround activities on the
FPSO In Israel and at Prinos in Greece. This involved comprehensive maintenance and upgrades across our
operational assets. Additionally, in Israel we have successfully installed the second oil train, with commissioning
ongoing, and have started the installation of a new lifeboat system. These activities were executed in strict
cooperation with contractors and regulatory authorities, and notably, zero incidents were recorded throughout
the process. This accomplishment reaffirms our dedication to safeguarding our workforce, clients, and
stakeholders by ensuring all operations are performed with the highest standards of safety and security.
Training and workforce development
Energean’s safety training initiatives are structured to equip both employees and contractors with the essential
knowledge and skills to work safely and efficiently. The core elements include:
Safety Induction for New Starters: Thorough introductions to safety protocols for new staff and
contractors, ensuring alignment with company standards and best practices from their very first day.
Behavioural Safety Programmes: Initiatives designed to foster a proactive safety culture, encouraging
personnel to observe, report, and address unsafe acts and conditions.
Targeted Technical Training: Bespoke courses tailored to specific roles, covering areas such as working
at heights, manual handling, hot work procedures, and confined space operations.
Emergency Preparedness: Scenario-based exercises and workshops designed to prepare staff for
effective responses to incidents like fires, oil spills, gas leaks, and medical emergencies.
Hazard Awareness and Mitigation: Training focuses on helping staff identify, evaluate, and control
potential risks in their everyday work, including site-specific hazards.
Digital and Virtual Training Modules: Utilising e-learning platforms, virtual reality (VR) scenarios, and
interactive technology to boost engagement and reinforce safety knowledge.
In 2025, Energean, at the Group level, conducted 7,116 hours of internal training (up from 3,891 hours in 2024)
and 1,880 hours of certified training (down from 2,901 hours in 2024).
Safety training
2025
2024
2023
Internal training (hours)
7,116
3,891
2,394
Certified training (hours)
1,880
2,901
5,900
Total training (hours)
8,996
6,792
8,294
Annual report 2025 |
Energean
48
Humanising our digital HSE systems
Digitalisation within our health, safety and environmental (“
HSE
”) management is not simply about efficiency
and compliance, it is fundamentally about humanising our systems to ensure our workforce feels supported and
empowered. By integrating technology with human insight, we have created digital platforms that reflect the
unique needs, experiences, and perspectives of everyone engaged in our operations. We apply Standard Safety
Procedures throughout all HSE activities, drawing on internationally recognised standards ISO 14001 and ISO
45001 to provide a structured framework for risk identification, control implementation, and continuous
improvement of safety performance. This approach replaces traditional methodologies with practical,
accessible processes tailored for clarity and consistency across our organisation. Central to our operations is
Synergi Life, a digital platform designed with people in mind, which enables real-time recording and sharing of
good practices, near misses, and incidents. It ensures vital safety information is instantly accessible to all
employees and contractors, while automated KPIs allow management to monitor safety and respond quickly.
In 2025, Synergi Life recorded a total of 5,932 cases, including 3,577 observations, near misses and incidents,
alongside 915 HSE inspections, 108 emergency drills, 145 audits, 173 environmental records, and 1,014 health and
safety performance records. These figures highlight our ongoing dedication to transparent, people-focused
safety management empowered by digital systems.
Occupational health and safety
Energean places a strong emphasis on safeguarding the health and well-being of its workforce, with particular
attention given to those working in high-risk or hazardous settings. Robust health monitoring programmes are
implemented to proactively identify, evaluate, and manage health risks, ensuring that employees are protected
over the long term. These programmes are specifically tailored to address workplace illnesses prevalent in the
oil and gas sector, such as exposure to chemicals, excessive noise, vibrations, body posture concerns, and more.
In 2025, approximately 250 employees at our operated sites undertook a comprehensive series of medical
examinations to confirm their fitness for work, in line with 2024 levels. This demonstrates our ongoing
dedication to occupational health and strengthens our ability to promptly detect and address emerging health
concerns, ensuring that all personnel are fully supported and fit to perform their duties safely and effectively.
We prioritise systematic and timely risk assessments. In addition, risk owners receive support from HSE
professionals and HSE-related software.
Contractor, JV and supplier safety management
The safety management systems of contractors, suppliers and joint ventures (“
JVs
”) must fully meet Energean’s
requirements, forming an integral part of our comprehensive HSE strategy. We recognise the vital contribution
of our partners and are committed to ensuring their safety practices are fully aligned with Energean’s
standards. Through open and ongoing lines of communication, we work collaboratively with contractors and
JVs to ensure their HSE systems are consistent with our own, creating a unified, hazard-free working
environment for all personnel involved in our operations.
We apply clear and consistent criteria for the pre-qualification, selection, evaluation and ongoing review of
contractors, suppliers and JVs to support the suitability and ongoing effectiveness of their safety management
systems. Prior to engagement, we conduct detailed reviews of their HSE performance and capabilities,
including metrics such as LTIF and TRIR, verification certificates (e.g. ISO 45001), safety policies, and training
frameworks. Contractors, suppliers and JVs are required to adopt Energean’s safety management systems
and comply with our HSE policies before commencing work. Continuous communication and monitoring enable
us to maintain alignment and uphold the highest standards of safety across all sites and partnerships.
Safety performance
Energean is pleased to report that in 2025, the Fatal Accidental Rate (“
FAR
”) was 0 at both its operated and
contractor sites.
The LTIF rate for the total personnel, which is defined as the number of Lost Time Injuries per million hours
worked and includes JVs and contractors, was 0.20 in 2025, down from 0.34 in 2024. There was one employee
LTI and zero contractor LTIs.
Annual report 2025 |
Energean
49
The TRIR rate for the total personnel, which is defined as the number of Total Recordable Injuries per million
hours worked and includes JVs and contractors, was 0.40 in 2025, down from 0.52 in 2024. This is due to zero
incidents recorded at contractor sites, and two incidents at employee sites.
Occupational safety
2025
2024
2023
Employee man hours worked
942,911
956,429
888,360
Contractor man hours worked
3,998,947
4,854,301
5,553,675
Total man hours worked
4,941,858
5,810,730
6,442,035
Number of employees fatalities
0
0
0
Number of contractors fatalities
0
0
0
Total number of fatalities
0
0
0
Employees Fatal Accident Rate
30
0
0
0
Contractors Fatal Accident Rate
0
0
0
Total Fatal Accident Rate
0
0
0
Employees Lost Time Injuries
1
0
0
Contractors Lost Time Injuries
0
2
3
Total Lost Time Injuries
1
2
3
Employees LTI Frequency
31
1.06
0.00
0.00
Contractors LTI Frequency
0.00
0.41
0.54
Total LTI Frequency
0.20
0.34
0.47
Employees
Total
Recordable
Injuries
2
1
0
Contractors
Total
Recordable
Injuries
0
2
7
Employees
and
Contr.
Total
Recordable Injuries
2
3
7
Employees TRI Rate
32
2.12
1.05
0.00
Contractors TRI Rate
0.00
0.41
1.26
Employees
and
Contractors
TRI
Rate
0.40
0.52
1.09
30
Per 100 million hours worked.
31
Per 1 million hours worked.
32
Per 1 million hours worked.
Annual report 2025 |
Energean
50
Process safety
In 2025, Energean’s Process Safety Management (“
PSM
”) Framework, launched in 2024, has been rolled out
across all operated countries, contributing to gradual advancement of safety and operational standards.
Process safety incidents are unplanned or uncontrolled events that result in, or have the potential to result in
safety, environmental, or operational consequences. In 2025, Energean had zero process safety incidents.
Loss of containment incidents are the unintended release of dangerous materials (oil, gas, chemicals) from their
primary containment (pipelines, tanks, vessels, etc.). The number of incidents reduced year-on-year to 22 in
2025 (2024: 28).
Process safety
2025
2024
2023
Process safety incidents
0
0
0
Loss of containment incidents
22
28
18
Crisis management
Emergency preparedness and response are essential in high-risk sectors. As such, we ensure that effective
procedures, proper equipment, ongoing training, and a state of continual readiness are maintained to minimise
the impact of any incidents. For instance, regarding oil spill response, we comply with both national regulations
and international standards, and we are an active member of Oil Spills Response Ltd. (“
OSRL
”), a global
organisation that supplies necessary equipment and expertise when required.
To ensure our workforce is fully equipped to deal with emergencies, we continued to organise training sessions
and practical drills throughout 2025. These exercises simulate various emergency scenarios and involve all
staff, ranging from those at operational level to senior management.
Energean employs comprehensive incident reporting and investigation systems, which are designed to swiftly
identify, document, determine root causes, and address safety incidents. This approach guarantees that every
incident, including identified near misses, is reported immediately by both employees and contractors, then
analysed to prevent future occurrences. In doing so, we promote transparency and encourage the early
identification of potential hazards.
All incidents are categorised based on severity, from minor incidents to major events, ensuring an appropriate
level of response and investigation for each. During 2025, we conducted 1,671 trainings and 260 drills related to
crisis and emergency response in our operated assets.
Rospo Mare incident
In January 2025, a fire event occurred on the Rospo Mare B platform in Italy. Oil production was immediately
shutdown in line with Energean’s emergency response protocols. Working in partnership with the local
authorities, all personnel working on the platform were safely evacuated with no injuries. Following extensive
testing, no marine pollution was detected.
Lessons learned concluded that:
Comprehensive training and skill verification are essential
Contractor accountability must be ensured
Unsafe tools and practices must be strictly prohibited
Proper implementation of Permit-to-Work (“
PtW
”) procedures are critical
Fireproofing and area protection during hot work must be guaranteed
Continuous monitoring for flammable gases must be in place during hot work
Collaboration between Safety, Operations and Contractors is essential
Annual report 2025 |
Energean
51
Security management
Against a backdrop of ongoing geopolitical volatility and elevated security risks globally, security management
remained an important focus throughout 2025. Activities during the year concentrated on sustaining strong
security standards, reinforcing a culture of vigilance through regular awareness initiatives, and advancing
enhancements to the resilience of our systems and operations to support safe, reliable continuity of the
business.
Safeguarding human rights at work
Human rights are a fundamental part of Energean’s core values. We commit to respect, uphold and apply the
highest human rights and ethical standards across our business and to advance human rights as defined in the
Universal Declaration of Human Rights (“
UNDHR
”)
33
and the core conventions of the International Labour
Organization’s conventions on labour
34
.
Our approach is embedded in Energean’s Human Rights Policy, which is guided by the 10 Principles of the United
Nations’ Global Compact (“
UNGC
”). It is also captured within Energean’s other global policies, including:
Energean’s Code of Ethics
Modern Slavery & Human Trafficking Statement
Diversity, Equity & Inclusion Policy
Equal Opportunities Policy
Harassment and Bullying Policy
Energean’s Code of Ethics also serves as a guiding framework for our employees and stakeholders, ensuring
full compliance with the laws and regulations under which we operate. The Code explicitly prohibits bribery,
corruption, and financial crime and is strictly enforced by our management and Board of Directors. It
establishes our stance, in addition to the above, on:
Anti-corruption and bribery
Lobbying and advocacy
Prevention of tax evasion
General Data Protection Regulation (“
GDPR
”) compliance
Copies of Energean’s Code of Ethics, Modern Slavery Statement, Human Rights Policy, and Anti-Corruption
and Bribery Policy, amongst others, can be found on Energean’s website.
Prohibiting bribery and corruption
Energean complies with all laws and regulations pertaining to bribery and corruption that are applicable in all
the countries where we operate, including the UK Bribery Act 2010. We have a zero-tolerance policy to any
incidents of bribery and corruption as outlined in our Anti-Corruption and Bribery Policy. In 2024, Energean
participated in the Corporate Anti-corruption Benchmark by engaging with Transparency International UK
(“
TI-UK
”). This enables us to gain a deep understanding of how our programme compares to TI-UK's best
practice guidance, considering the UK 2010 Bribery Act, adequate procedures guidance, the DOJ Sentencing
Guidelines and the ISO 370001 anti-bribery standards.
Supply chain engagement
Energean’s HSE Policy for Contractors also explicitly states that we expect our contractors to adhere to our
Health, Safety, Environmental & Social Responsibility Policy, understanding their role and responsibility in
managing HSE risks. Contractor activities must comply with relevant HSE laws, regulations and Company
policies, including specific requirements outlined in contracts or applicable to the workplace.
33
1948 Universal Declaration of Human Rights
34
1999 ILO Convention No. 182 on the Worst Forms of Child Labor, ILO Convention No. 138 on the Minimum Age for Admission to
Employment and Work, 1948 Freedom of Association and Protection of the Right to Organize.
Annual report 2025 |
Energean
52
Our people, our strength
Summary
Our people are the cornerstone of Energean’s performance and central to our ability to deliver towards our
goals. We remain committed to supporting our employees by sustaining a safe, inclusive and engaging working
environment while strengthening capability, leadership and talent across the organisation.
2025 has been a turbulent year for Energean due to the ongoing geopolitical situation in the Middle East and
the termination of the sale of our Italian, Egyptian and Croatian business units. These events became catalysts
for bringing us closer together as a team, reinforcing the foundations needed to navigate change and continue
delivering sustainable value for our stakeholders. A major effort was undertaken to engage with employees and
provide both practical and wellbeing support.
We continued to focus on attracting, developing and retaining talented individuals, fostering a culture of
collaboration, accountability and continuous learning. We are proud to invest in local talent and develop the
individuals that will form the future of our industry.
Talent management
Talent management remained a key focus area in 2025. As part of our continued efforts to recognise potential
and enable career progression, 37 of our colleagues were promoted or supported in lateral transfers during the
year. These internal moves supported succession planning and reinforced our commitment to developing talent
from within.
Significant progress was also made in developing the local workforce in Israel. This is demonstrated by a 60%
year-on-year increase in local content on the Energean Power FPSO. As part of our nationalisation plan for
offshore operations, new employees undertake a rigorous training program that combines on-the job,
classroom and asynchronous learning.
During 2025, our learning initiatives remained a core component of our talent management approach, enabling
our people to grow their skills, progress further their careers and support long-term organisational resilience.
Energean sponsored a broad range of learning initiatives throughout the year, spanning technical, health and
safety, leadership and management, commercial, artificial intelligence and IT disciplines. On average, each
employee dedicated 18.6 hours to learning and skills development.
Employee engagement
We believe that meaningful employee engagement is fundamental to developing effective strategies,
strengthening our workplace culture and aligning our people around shared objectives. We engage with our
people on a regular basis both in formal and informal settings. Across the group we organize and participate in
town halls, team and one-to-one meetings, as well as team building and social events.
We maintain an open-door policy, giving our people the opportunity to raise concerns and engage
constructively with their managers.
In addition, where trade unions are recognised, the Group engages with
them through formal consultation and collective bargaining processes. During 2025 we worked closely with our
employees to deliver initiatives focused on improving the organizational efficiency across Greek and Italian
businesses.
Our employee engagement extends beyond the workplace through volunteering activities to support local
communities. These activities promote a shared sense of purpose across the organisation and benefit the local
communities and non-profit organisations, aligning with Energean’s values.
Health and wellbeing
The health, safety and wellbeing of our people remain a key priority for Energean. Across our countries of
operation, we offer a range of locally tailored benefits, including private family medical insurance, employee
assistance programmes, medical check-ups, vaccination campaigns, gym memberships, wellbeing support
programs, and group life assurance.
Annual report 2025 |
Energean
53
In 2025, we placed particular emphasis on the wellbeing of our employees in Israel, Egypt, Italy and Croatia,
recognising the impact that geopolitical uncertainty and organisational change had on our people. We actively
took steps to safeguard the mental and physical health and wellbeing of those most affected by these events,
aiming to provide stability during this period of heightened uncertainty.
We also actively encouraged participation in wellbeing and sporting initiatives. In 2025, more than 40 Energean
employees took part in the Athens Classic Marathon events across the 5km, 10km and full marathon distances,
demonstrating strong engagement and reinforcing our commitment to physical wellbeing and community
involvement.
Diversity, Equity and Inclusion (“DEI”)
Diversity, equity and inclusion are integral to Energean’s values and long-term sustainability, underpinning our
commitment to responsible employment practices and an inclusive workplace. During 2025, we continued to
advance our DEI strategy through the delivery of structured DEI training across our workforce and further
strengthening our unbiased recruitment and selection processes.
We also enhanced transparency and accountability through the development of our DEI metrics, expanding our
focus beyond gender to include ethnic representation at senior levels. In parallel, we have strengthened the
alignment between DEI and our sustainability strategy, supported for another year by Inclusive Employers, who
provide specialist expertise.
Focusing on gender equality, the overall percentage of women at Energean increased from 23% to 24%. Our
gender pay gap for 2025 is 1.6%, indicating a broadly balanced pay position between men and women at the
median hourly wage level. In addition, the median bonus gender pay gap for 2025 is -10%, reflecting a positive
balance in bonus outcomes in favour of female employees at the median level.
In 2025, our employee retention rate dropped compared to 2024 from 91.2% to 86.4%, and our turnover rate
that measures employee resignations increased from 7.4% to 8.7% in 2025.
Gender by seniority
2025
2024
Men
Women
Total
Men
Women
Total
Board of Directors
6
3
9
6
3
9
% of women
33%
33%
Executive Committee
5
1
6
4
1
5
% of women
17%
20%
Senior management
16
7
23
18
7
25
% of women
30%
28%
Middle management
29
15
44
37
14
51
% of women
34%
28%
Rest of staff
385
116
501
404
116
520
% of women
23%
22%
Total
441
142
583
469
141
610
% of women
24%
23%
The ratio of headcount by age remained around the same year-on-year at the Group level. The percentage of
employees aged between 31-50 years old and the employees aged over 51 increased marginally year-on-year,
whilst the percentage of employees aged under 30 years old fell slightly.
Annual report 2025 |
Energean
54
Headcount by age
2025
2024
2025
2024
Number
% of total no. employees
Up to 30 years old
71
87
12%
14%
31 to 50 years old
348
359
60%
59%
Over 51 years old
164
164
28%
27%
*Numbers do not sum due to rounding.
Employee overview
At the end of 2025 our workforce decreased from 610 to 583, representing 35 different nationalities.
Headcount by country
35
2025
2024
Cyprus
3
4
Egypt
36
41
Greece
203
224
Israel
146
128
Italy*
163
177
United Kingdom
32
36
Total
583
610
*Includes Croatia.
Creating value for society
Our approach
Energean’s purpose is to enhance energy security and promote socio-economic development across the EMEA
region, through the safe, efficient and responsible development of hydrocarbon resources. Alongside this it
remains committed to engaging responsibly with financial and community stakeholders while upholding strong
corporate values and the highest ethical standards.
The Environment, Safety & Social Responsibility Board Committee oversees the development and execution of
the Group’s ESG strategy, in collaboration with the CEO. Our aim is to create long-term and sustainable value
for all stakeholders and support sustainable economic development in the regions where we operate.
As a signatory to the United Nations Global Compact (UNGC), we uphold its principles across human rights,
labour standards, environmental protection, and anti-corruption. Supporting local communities in which we
operate remains a central priority, guided by a philosophy of meaningful and mutually beneficial engagement.
With a strong ethical foundation and adherence to international best practices, we integrate ESG principles into
our business model to strengthen communities, safeguard the environment, and uphold robust governance
standards across the Group.
Key components of our sustainability approach include:
Enhancing Energy Security
– Our operations play a crucial role in ensuring energy stability during a
period of geopolitical uncertainty.
35
Excludes JV partners and contractors. Seconded employees have been calculated in their home country.
Annual report 2025 |
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55
Community Engagement
– We actively support the communities that host our operations, through
various initiatives aimed at improving quality of life.
Climate Commitment
– As part of our net zero ambition, we have developed a Climate Change Policy
and we are committed to science-based climate targets, working towards interim milestones for 2035
and 2050.
Transparent Reporting
– We publish an annual Sustainability Report, aligning with the Global Reporting
Initiative (GRI) Standards and the Sustainability Accounting Standards Board (SASB) guidelines for the oil
and gas sector. This report undergoes external assurance by an accredited third party.
Carbon Disclosure
– We actively engage with the Carbon Disclosure Project (CDP), consistently
achieving strong ratings compared to the wider oil and gas sector in both Climate Change performance
and Supplier Engagement.
Alignment with UN SDGs
– Our initiatives contribute to a wide range of the United Nations’
Sustainable Development Goals, reinforcing our commitment to global sustainability
Climate Risk Transparency
– We align our climaterelated financial disclosures with the TCFD
recommendations across both the Annual Report and the Sustainability Report (additional details are
provided in the “Our Journey to Net Zero” section,- pages 24–41).
Engaging with Our Communities
Our community initiatives are built around three core pillars: Community, Education and Environment. Through
long-term partnerships, we aim to generate tangible social benefits and drive social impact for the areas in
which we operate.
Some of our key initiatives during 2025 included:
“Energy in Fermo – Support to Vulnerable Households”:
In collaboration with a broad network of local
stakeholders, this initiative focused on strengthening the resilience of vulnerable families in the
Municipality of Fermo, near our Italian production operations in Italy. It provided:
Direct financial support to help families manage energy costs
Educational programmes focused on reducing energy consumption, in collaboration with local
operators and public sector employees
“On Duty and Socially Responsible”:
We supported local communities during emergencies by safely
transferring patients from Thasos to Kavala (Greece) when severe weather disrupted regular transport.
“Clean Energy Research Initiatives”:
In 2025, we continued to promote dedicated research
programmes, supporting scientific progress in the fields of energy and maritime studies in Greece and
Israel. This specific initiative promotes advanced research and innovation, with a particular focus on
sustainable energy solutions related to the Mediterranean Sea bed.
“Athens Classic Marathon”:
Each year, Energean supports MDA Hellas, championing awareness,
inclusion, and empowerment for individuals with disabilities. Employees from Greece and other countries
of Energean’s operations participate in the 5km, 10km, and 42km races, joining MDA patients in
wheelchairs. In 2025, Energean marked its 5th year of running for inclusion alongside MDA Hellas in the
Athens Classic Marathon (November), further strengthening its commitment to accessibility, and
expanding its participation to also include the Half-Marathon (March), for yet another year.
“Back to School with Energean”:
Working with local charities and NGOs, we supply essential school
materials to students in need. In 2025, the “Back to School with Energean” initiative supported children
and families in Greece and Egypt.
Contributing to the 17 United Nations Sustainable Development Goals
We acknowledge our responsibility to support the 17 United Nations Sustainable Development Goals (“
UN
SDGs
”). Our business practices and ESG operations are purposefully designed to align with these goals,
enhancing our positive contribution to both the communities and the environment.
For a detailed overview of how Energean’s ESG activities are aligned with the UN SDGs, please visit
https://www.energean.com/
.
Annual report 2025 |
Energean
56
Commitment to corporate governance
At Energean, we acknowledge that a robust and well structured governance framework is fundamental to
delivering operational performance and business excellence. It underpins transparency, accountability, and
ethical leadership across all aspects of our work. Our governance architecture enables us to:
Honour our commitments to stakeholders.
Safeguard and strengthen stakeholder confidence and trust.
Respond effectively to macroeconomic developments and manage emerging risks.
Through the ongoing enhancement of our governance policies and internal control systems, we continue to
drive efficiency, reinforce transparency, and build organisational resilience.
For additional details, please refer to pages 94-101 of the Corporate Governance section, as well as Energean’s
s172 statement on pages 80-83.
Payments to governments
In 2025, Energean made payments to governments totalling $350 million, including $198 million in income taxes,
$146 million in royalties and $6 million in fees. For further information, please refer to the Payments to
Governments section between pages 265-268.
Annual report 2025 |
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57
Financial Review
Financial results summary
The Group delivered a resilient financial performance in 2025, maintaining production at 154 Kboe/d and
generating adjusted EBITDAX of $1,117 million and operating cash flow of $1,144 million, despite a challenging
external environment that included a temporary suspension of production and operations at the FPSO in Israel
and lower year-on-year realised oil prices. The Group reported a loss after tax of $258 million, driven mainly
by non-cash charges, including a $286 million impairment and $135 million of higher depreciation of the
Cassiopea asset and the associated $124 million derecognition of deferred tax assets in Italy, following the
reduction in reserves. Adjusting for these non-cash items, the underlying performance of the Group remained
robust.
During the year, the transaction for the sale of the Egypt, Italy and Croatia portfolio did not complete following
the expiry of the longstop date on 20 March 2025. As a result, the assets previously classified as held for sale
have been reclassified to continuing operations, and the 2024 comparative financial statements have been
restated accordingly. Throughout this review, prior year figures reflect the restated comparatives unless
otherwise stated.
Notwithstanding these challenges, the Group continued to deliver on its capital allocation priorities: investing in
the Katlan development, its principal growth project; refinancing its 2026 and 2027 notes via a new $750 million
term loan and €400 million senior secured notes, which, in addition to post-period events, ensures no near-
term maturities; and maintaining a quarterly dividend of $0.30 per share, totalling $1.20 per share for the year.
FY 2025
Energean
Group
FY 2024
Energean
Group
Increase/
(Decrease)
%
Average daily working interest production (Kboe/d)
154
153
1%
Total revenue and other income ($m)
1,773
1,780
-%
Realised weighted average liquid price ($/boe)
59
71
(17%)
Realised weighted average gas price ($/mcf)
4.9
4.7
4%
Realised weighted average PSV gas price (€/MWh)
38
35
9%
Cash cost of production
36
($m)
563
559
1%
Cash cost of production per barrel ($/boe)
10
10
-%
Cash G&A
37
38
37
3%
Adjusted EBITDAX
38
($m)
1,117
1,162
(4%)
(Loss)/Profit after tax ($m)
(258)
127
(303%)
(Loss)/Earnings per share ($ per share)
($1.40)
$0.69
(303%)
Dividend per share ($ per share)
$1.20
$1.20
-%
Cash flow from operating activities ($m)
1,144
1,122
2%
Capital expenditure ($m)
587
733
(20%)
36
Cash cost of production is defined later in the financial review.
37
Cash G&A is defined later in the financial review.
38
Adjusted EBITDAX is defined later in the financial review. Energean uses adjusted EBITDAX as a core business KPI.
Annual report 2025 |
Energean
58
FY 2025
Energean Group
FY 2024
Energean Group
Total borrowings ($m)
3,585
3,270
Cash and cash equivalents and restricted cash ($m)
330
321
Net debt ($m) (including restricted cash)
3,255
2,949
Leverage Ratio (Net Debt/ Adjusted EBITDAX)
2.9x
2.5x
Revenue, production and commodity prices
Group working-interest production averaged 154 Kboe/d in FY 2025 (FY 2024: 153 Kboe/d). Production was
broadly stable year on year, with Karish and Karish North fields continuing to be the main contributors.
In 2025, production in Israel averaged 113 Kboe/d (FY 2024: 112 Kboe/d). Production in Israel was temporarily
suspended for a period in June following an order from the Ministry of Energy and Infrastructure due to
geopolitical escalations in the region. In Egypt, production averaged 29 Kboe/d (FY 2024: 30 Kboe/d),
reflecting natural field decline. In Italy, production increased to 10 Kboe/d (FY 2024: 9 Kboe/d), reflecting the
contribution of Cassiopea volumes in the first three quarters, after which Energean Italy’s share of gas
production from the concession was retained by the field operator following a contractual dispute (see note 30
to the consolidated financial statements). Production from the rest of the Group’s assets in the UK, Greece and
Croatia averaged 2 Kboe/d (FY 2024: 2 Kboe/d), around two thirds of which was from the non-operated Scott
and Telford fields in the UK. The Group’s production mix continued to be weighted towards gas, with gas
representing 85% of production and liquids 15% (FY 2024: 83% and 17% respectively).
Total revenues from production activities were $1,728 million in FY 2025 (FY 2024: $1,779 million), a 3% decrease
year-on-year. The reduction was driven by lower realised liquids prices and, to a lesser extent, lower liquids
volumes. The Group’s realised weighted average gas price was $4.9/mcf, 4% higher than FY 2024 ($4.7/mcf).
In Italy, the average realised PSV gas price increased to €38.5/MWh (FY 2024: €35.3/MWh), supporting a 6%
increase in total gas revenue to $1,165 million (FY 2024: $1,096 million). Conversely, the realised weighted
average liquids price decreased by 17% to $59.3/boe (FY 2024: $71.2/boe), reflecting weaker Brent crude
pricing, with total liquids revenue declining by 25% to $492 million (FY 2024: $652 million).
Other revenue of $40 million (FY 2024: nil), included within total revenue from production activities, comprised
$27 million insurance proceeds received for lost production at the Rospo field following a fire incident in Italy,
and $13 million of income recognised in respect of non-cash settlement of outstanding payables to the
Cassiopea operator (refer to note 30 to the consolidated financial statements).
Adjusted EBITDAX was $1,117 million (FY 2024: $1,162 million), a 4% decrease year-on-year, with the reduction
in revenues partially mitigated by stable operating costs and insurance proceeds. The EBITDAX margin
improved to 66% (FY 2024: 65%), reflecting effective cost management across the portfolio.
Underlying cash production costs
Total cash production costs (including royalties) for the period were $563 million (FY 2024: $559 million),
broadly stable year-on-year despite inflationary pressures and the strengthening of the Euro against the US
dollar. Unit costs (including royalties) were $10/boe (FY 2024: $10/boe). Israel accounted for approximately
60% of the Group’s total absolute production costs, reflecting its substantial share of overall production volumes
and the associated royalties. Excluding royalties, production costs were $331 million (FY 2024: $320 million),
with a representative unit cost of $6/boe (FY 2024: $6/boe). The modest increase in costs excluding royalties
was driven primarily by higher energy as well as higher operational costs in Italy following the Cassiopea field
coming on stream, partly offset by lower costs in Greece due to the temporary suspension of production for
economic reasons.
Cash general and administrative expenses were $38 million (FY 2024: $37 million), a marginal increase
reflecting higher staffing costs in Israel as the Group invested in their people to support the Katlan development.
Annual report 2025 |
Energean
59
Depreciation
Depreciation charges increased significantly to $581 million (FY 2024: $413 million on a restated basis), mainly
driven by two key factors. First, in Italy, a downward revision of reserves at the Cassiopea field during the year
resulted in a substantial increase of $135 million in depreciation. Second, in Israel, depreciation increased from
$278 million to $292 million reflecting the elevated depreciable base for future capital expenditure related to
Tanin development. On a per barrel basis, depreciation increased to $10.5/boe (FY 2024: $7.4/boe on a
restated basis).
Other income
The Group recognised $21 million of insurance proceeds income in Israel and $23 million of the reversal of prior
period accruals no longer needed.
Exploration and evaluation expenses (or write offs) and new ventures
Total exploration and evaluation costs charged to the income statement were $33 million (FY 2024: $155
million), a significant reduction reflecting the prior year’s write-off of exploration assets in Egypt (Orion X1, $63
million), Greece (Ioannina, $16 million) and Morocco (Anchois, $65 million). In the current year, exploration cost
write-offs of $22 million related principally to the Gemini exploration project in Italy, following the non-
approval of the work programme due to the ongoing dispute with the field operator. Staff costs and other
evaluation expenses of $11 million were broadly in line with the prior year.
Impairment of oil and gas assets
The Group recognised a net impairment charge of $286 million during the period (FY 2024: $96 million). The
principal charge related to the Cassiopea asset in Italy, where a downward revision of reserves led to a
significant impairment of the field’s carrying value.
Expected credit loss
A net expected credit loss reversal of $10 million (FY 2024: charge of $7 million) was recognised, reflecting an
improvement in the cash collection environment in Egypt, where the Group’s principal counterparty is the state-
owned Egyptian General Petroleum Corporation (EGPC).
Other operating expenses
Other operating expenses of $1 million (FY 24: $4 million) were materially lower year on year.
Net finance costs
Total finance costs, were $260 million (FY 2024: $272 million). This included $194 million of interest on Senior
Secured Notes, $45 million on bank borrowings (of which the new Bank Leumi term loan was the main
component following its drawdown in March 2025), $49 million from the unwinding of discounts (non-cash
items) on decommissioning provisions, lease liabilities and long-term payables, and $11 million in arrangement
fees, commissions and other bank charges. Capitalised borrowing costs of $41 million (FY 2024: $15 million)
related primarily to the Katlan development.
Finance income of $6 million (FY 2024: $15 million) comprised interest on time deposits, with the decrease
reflecting lower average cash balances held on deposit during the period.
Net foreign exchange losses of $38 million (FY 2024: gain of $13 million) were driven by the strengthening of the
Euro against the US dollar over the period, impacting the Group’s Euro-denominated provisions, payables and
the new Euro-denominated Senior Secured Notes issued during the year. A net loss on derivatives of $3 million
(FY 2024: nil) related to the settlement of foreign exchange hedging instruments during the year.
Taxation
The Group recorded a tax expense of $231 million in FY 2025 (FY 2024: $85 million), notwithstanding a loss
before tax of $26 million. The elevated tax charge was driven mainly by derecognition of previously recognised
Annual report 2025 |
Energean
60
deferred tax assets in Italy of $124 million, reflected the absence of sufficient forecast taxable profits in the
Italian jurisdiction driven by the downward revision of Cassiopea reserves
The current tax expense includes $84 million of tax expense in Israel (FY 2024: $104 million) reflecting the
continued profitability of the Karish and Karish North operations. Egypt non-cash taxes of $25 million (FY 2024:
$35 million) continued to be a significant component of the current tax charge.
The Group is within the scope of the Pillar Two Model Rules from 1 January 2025 and has applied the mandatory
temporary exception under IAS 12 from recognising and disclosing deferred taxes related to Pillar Two income.
Based on the assessment performed, including consideration of transitional safe harbour provisions, the Group
does not expect a material exposure to Pillar Two top-up taxes.
(Loss)/Profit after tax and earnings per share
The Group reported a loss after tax of $258 million (FY 2024: profit of $127 million). As noted above, the result
was heavily impacted by a) the Cassiopea impairment, higher depreciation and associated tax effects, and b)
the foreign exchange losses. Excluding these items, the underlying operational performance of the Group
remained strong, underpinned by the contribution from Israel.
Loss per share was $(1.40) on both a basic and diluted basis (FY 2024: earnings of $0.69). The weighted average
number of ordinary shares was 184.1 million (FY 2024: 183.5 million).
Operating cash flow
Net cash inflow from operating activities was $1,144 million (FY 2024: $1,122 million), an increase of 2% year on
year. The improvement reflected strong underlying cash generation from Israel, supported by a working capital
inflow of $203 million as well as improved collection of overdue receivables in Egypt, partially offset by higher
income tax payments of $162 million (FY 2024: $6 million). Operating cash flow per boe was $20/boe, consistent
with the prior year.
Capital expenditure
Development and production capital expenditure was $587 million (FY 2024: $733 million), a decrease of 20%
reflecting the completion of significant development milestones in Italy (Cassiopea) and reduced exploration
activity.
Development expenditure of $463 million (FY 2024: $561 million) was focused on the Katlan development in
Israel ($331 million), which represented the Group’s largest single capital programme, alongside continued
investment in the Second Oil Train, Cassiopea and Epsilon. Additional investment of $51 million was directed to
the Nitzana export pipeline project in Israel.
Decommissioning expenditure of $62 million (FY 2024: $44 million), comprising $39 million related to the UK
assets (Wenlock and Tors, and associated infrastructure) and $23 million related to the Italian assets.
Exploration expenditure was negligible at $1 million (FY 2024: $117 million), reflecting minimal activity versus the
prior year which saw drilling campaigns in Egypt and Morocco.
Cash capital expenditure per the cash flow statement was $860 million (FY 2024: $765 million). The difference
compared to the accrual-based measure primarily reflected a $283 million working capital outflow related to
capital activities.
Decommissioning and other provisions
The total decommissioning provision at 31 December 2025 was $835 million (FY 2024: $811 million). The
movement during the year included a decrease of $28 million from changes in estimates primarily in Italy and
Israel, payments of $66 million relating to UK and Italian decommissioning campaigns, an unwinding of discount
charge of $35 million, and an increase of $82 million driven by Euro/US dollar movements.
A provision for litigation and other claims of $56 million was also recognised bringing total provisions to $891
million.
Annual report 2025 |
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61
Net Debt
Net debt at 31 December 2025 was $3,255 million (FY 2024: $2,949 million). Net debt excluding Israel was $718
million (FY 2024: $614 million).
Total borrowings of $3,585 million (FY 2024: $3,270 million) comprised:
the 5.375% Senior Secured Notes due 2028 ($621 million),
the 5.875% Senior Secured Notes due 2031 ($619 million),
the 8.50% Senior Secured Notes due 2033 ($736 million),
the new 5.625% Euro-denominated Senior Secured Notes due 2031 (€400 million, equivalent to $460
million),
the Bank Leumi term loan ($746 million),
the BSTDB loan ($104 million),
the Nitzana special-purpose facility ($33 million),
the Revolving Credit Facility ($131 million) and
the other third party facility ($125 million).
The Group’s leverage ratio (Net Debt / Adjusted EBITDAX) increased to 2.9x (FY 2024: 2.5x), reflecting the
higher debt balance following the refinance of existing debt and other facilities obtained during the period
including project-specific financing for Nitzana.
The Group is predominantly exposed to fixed interest rates on its Senior Secured Notes. Floating rate exposure
is limited to the Bank Leumi term loan (ILS portion at BOI rate + 3.1% and USD portion at SOFR + 4.25%), the
BSTDB loan and the Revolving Credit Facility and 3
rd
party facility.
Shareholder Distributions
In line with the Group’s dividend policy, Energean returned $1.20 per share to shareholders in 2025, totalling
$221 million across four quarterly payments of $0.30 per share. The quarterly dividend on a per share basis has
been maintained at this level since 2022. In 2024, Energean returned $1.20 per share, totalling $220 million.
Non-IFRS measures
The Group uses certain measures of performance that are not specifically defined under UK-adopted
International Financial Reporting Standards (“
IFRS
”) or other generally accepted accounting principles. These
non-IFRS measures include adjusted EBITDAX, cash cost of production, cash G&A, capital expenditure, net debt
and leverage. These measures are used by management to assess business performance, facilitate period-on-
period comparison, and are widely used by investors and analysts covering the oil and gas sector. Non-IFRS
measures should be considered in addition to, and not as a substitute for, measures of financial performance
prepared in accordance with IFRS.
Adjusted EBITDAX
Adjusted EBITDAX is a non-IFRS measure used by the Group to measure business performance. It is calculated
as profit or loss for the period, adjusted for discontinued operations, taxation, depreciation and amortisation,
share-based payment charge, impairment of property, plant and equipment, other income and expenses, net
finance costs and exploration costs. The Group presents adjusted EBITDAX as it is used in assessing the Group’s
growth and operational efficiencies because it illustrates the underlying performance of the Group’s business
by excluding items not considered by management to reflect the underlying operations of the Group.
Annual report 2025 |
Energean
62
$m
FY 2025
Energean Group
FY 2024
Energean Group
Adjusted EBITDAX
1,117
1,162
Reconciliation to (loss)/profit for the period:
Other operating income
45
-
Depreciation and amortisation
(581)
(413)
Share-based payment charge
(7)
(9)
Exploration and evaluation expenses
(11)
(10)
Exploration cost written off
(22)
(145)
Change in decommissioning provision
4
(22)
Expected credit loss
10
(7)
Impairment of oil and gas assets
(286)
(96)
Other operating expenses
(1)
(4)
Finance income
6
15
Finance costs
(260)
(272)
Net loss on derivatives
(3)
-
Net foreign exchange (loss)/ profit
(38)
13
Taxation
(231)
(85)
(Loss)/Profit for the period
(258)
127
Cash Cost of Production
Cash Cost of Production is a non-IFRS measure that is used by the Group as a useful indicator of the Group’s
underlying cash costs to produce hydrocarbons. The Group uses the measure to compare operational
performance period-to-period, to monitor cost and assess operational efficiency. Cash cost of production is
calculated as cost of sales, adjusted for depreciation and hydrocarbon inventory movements.
$m
FY 2025
Energean Group
FY 2024
Energean Group
Cost of sales
(1,145)
(988)
Adjusted for:
Depreciation
572
407
Change in inventory
10
22
Cost of production
(563)
(559)
Total production for the period (MMboe)
56,049
55,941
Cost of production per boe ($/boe)
(10)
(10)
Cash General & Administrative Expense (“Cash G&A”)
Cash G&A excludes certain non-cash accounting items from the Group’s reported G&A. Cash G&A is calculated
as follows: administrative and distribution expenses, excluding depletion and amortisation of assets and share-
based payment charge that are included in G&A.
Annual report 2025 |
Energean
63
$m
FY 2025
Energean Group
FY 2024
Energean Group
Administrative expenses
(54)
(51)
Less:
Depreciation
8
6
Share-based payment charge included in G&A
8
8
Cash G&A
(38)
(37)
Capital Expenditure
Capital expenditure is a useful indicator of the Group’s organic expenditure on oil and gas assets and
exploration and appraisal assets incurred during a period. Capital expenditure is defined as additions to
property, plant and equipment and intangible exploration and evaluation assets less decommissioning asset
additions, right-of-use asset additions, capitalised share-based payment charge and capitalised borrowing
costs:
$m
FY 2025
Energean Group
FY 2024
Energean Group
Additions to property, plant and equipment
523
626
Additions to intangible exploration and evaluation assets
53
117
Less:
Capitalised borrowing costs
41
15
Leased assets additions and modifications
(1)
12
Lease payments related to capital activities
(23)
(20)
Change in decommissioning provision
(28)
4
Total capital expenditures
587
733
Movement in working capital
273
33
Cash capital expenditures per the cash flow statement
860
765
Net Debt
Net debt is defined as the Group’s total borrowings less cash and cash equivalents. Management believes that
net debt serves as a valuable indicator of the Group's indebtedness, financial flexibility, and capital structure
because it reflects the level of borrowings after accounting for any cash and cash equivalents that could be
utilised to reduce borrowings.
Annual report 2025 |
Energean
64
$m
FY 2025
Energean Group
FY 2024
Energean Group
Current borrowings
229
128
Non-current borrowings
3,356
3,142
Total borrowings
3,585
3,270
Less:
Cash and cash equivalents
(227)
(235)
Less:
Restricted cash held for loan repayment
(103)
(86)
Net Debt
39
3,255
2,949
Net Debt Excluding Israel
718
614
Going Concern
The Directors assessed the Group’s ability to continue as a going concern over the assessment period to 30 June
2027. In assessing the Group’s resilience, the Board also considered a range of reasonable downside scenarios
and reverse stress testing. This included a scenario incorporating temporary production disruptions in Israel
across the going concern horizon (until 30 June 2027). Under this downside scenario, and after taking into
account available mitigating actions, the Group maintains adequate liquidity and covenant headroom
throughout the assessment period.
As a result of this assessment, the Directors are satisfied that the Group has sufficient financial resources to
continue in operation for the foreseeable future and for this reason they continue to adopt the going concern
basis in preparing the consolidated financial statements. Detail of the Group’s going concern assessment for
the period can be found within note 2.1 to the consolidated financial statements.
Subsequent Events
In November 2025, ExxonMobil farmed in to Block 2, which is located at the northwest part of the Ionian Sea.
The new participating interests are: Energean (30%, operator), ExxonMobil (60%) and HELLENiQ ENERGY
Upstream (10%). The transaction was completed on 11 March 2026 upon receipt of the government approval
and the extension of the license requested by Energean and HelleniQ. Energean will remain the Operator of the
concession through the exploration stage, during which an exploratory well is expected to be drilled in 2027,
subject to permitting. Energean’s share of past costs were received at the Closing Date. Energean’s share of
exploration costs, up to a defined cap, will be carried as part of the consideration.
On 28 February 2026, the Group received an order from the Israeli Ministry of Energy and Infrastructure to
temporarily suspend the production at the FPSO due to the escalation of geopolitical tensions in the region. At
the date of this report, the timing of the resumption of production remains uncertain, although the Group
expects operations to resume as soon as the situation stabilises.
On 12 March 2026 the Group announced that it had signed an agreement to acquire Chevron’s 31% operated
interest in Block 14 and 15.5% non-operated interest in Block 14K, offshore Angola. The Block 14 assets produce
around 42 kbbl/d of oil in total, equivalent to 13 kbbl/d net to the interest to be acquired. The effective date of
the transaction is 1 January 2026, with closing expected by the end of 2026, subject, inter alia, to government
and regulatory approvals and the waiver of applicable pre-emption rights. The consideration comprises
a base consideration of $260 million subject to closing adjustments and economic performance of the
assets
40
between the effective date and the closing date, and
$250 million of contingent payments capped at $25 million per annum.
39
Inclusive of restricted cash
40
This includes an upside sharing mechanism between Chevron and Energean for realised oil prices over a certain threshold during this
period.
Annual report 2025 |
Energean
65
Risk Management
As Energean continues to expand its operations and diversify its investment activities, managing risks and
opportunities is essential to its long-term success and growth. The Board is accountable for effective risk
management and internal control systems, including agreeing the principal and emerging risks facing the
Company and its subsidiaries (together the “
Group
”) and ensuring these are successfully managed. The Board
undertakes an annual assessment of the principal risks that pose a threat to the business model, future
performance, solvency, and liquidity, determining those risks which the organisation is willing to take in
achieving its strategic objectives (risk appetite). The Board also monitors the Group’s progress against key
performance indicators at each quarterly scheduled Board meeting and receives analysis on identified risks
undertaken by the Audit & Risk Committee (“
ARC
”), providing the Board with an opportunity to discuss risk
mitigation actions with the senior leadership team.
Group risk management framework
Energean’s Enterprise Risk Management (“
ERM
”) framework employs a dual approach, combining a top-down
strategic assessment of risk and risk appetite, which takes into consideration the external business environment
and any changes to the business model, along with a bottom-up identification and reporting process arising
from a review and assessment of the country risk registers. Energean has adopted a risk management
framework based on the principles of the “three lines of defence”, supported by various Board-delegated
committees and functions. For example, the Environment, Safety & Social Responsibility (“
ESSR
”) Committee
provides support to the Board in monitoring the management of health and safety-related risks, as well as risks
related to corporate social responsibility matters, each in connection with the Group’s operations. The key
elements of the framework and roles and responsibilities across the three lines of defence are specified as
follows.
Annual report 2025 |
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66
Oversight
Board
of
Directors
The Board is ultimately responsible for risk management and internal controls across
the Group and for ensuring that an effective system of risk management and internal
controls is maintained. The Board sets the Group’s risk appetite and ensures risks are
managed within this risk appetite.
Approves the Group’s strategy based on an understanding of the risks and
opportunities facing the Group.
Receives high
level risk reports and a summary of principal Group risks on a
quarterly basis following ARC meetings.
Discusses and provides challenge to end of year reporting on principal risks
determining the nature and extent of the principal risks faced and those risks
which the organisation is willing to take in achieving its strategic objectives
(determining its “risk appetite”).
Approves the Group’s risk appetite statements, ensuring they remain aligned with
the organisation’s evolving risk landscape and strategic objectives.
ARC
As delegated by the Board, the ARC is responsible for continuously evaluating the
effectiveness of the Group‘s system of internal control and risk management
framework.
Assesses the Group’s risk management framework.
Ensures that a robust assessment of the emerging and principal risks facing the
Company has been undertaken.
Reviews and monitors principal risks and the mitigations in place.
Approves the internal audit plan.
Reviews, discusses, and challenges internal audit reports. Also, reviews the
timeliness of, and reports on, the effectiveness of corrective action taken by
management
in
response
to
any
material
external
or
internal
audit
recommendation.
Reviews the assurance reports from management on the effectiveness of the
internal control and risk management systems and from the internal audit, the
external auditor and others on the operational effectiveness of matters related
to risk and control.
Considers the major findings of any relevant internal investigations into risk and
control weaknesses, fraud, or misconduct and management’s response, and
whether any such disclosure is required.
Scrutinises the viability statement and going concern statement, drawing
attention to any qualifications or assumptions as necessary.
Advises the Board on proposed strategic transactions including acquisitions or
disposals, focusing in particular on risk aspects and implications for the risk
appetite and tolerance of the Company.
Executive
Committee
Responsible for setting the risk strategy, and delivering Company’s strategy,
drives
the culture of risk management, aligns risk management with the
Company’s objectives, strategy and culture.
Responsible and accountable for overseeing and monitoring significant risks that
fall under their identified remit.
Annual report 2025 |
Energean
67
First line of defence
Group
and
country functions
Responsible for identifying and managing country, project and functional risks,
proposing key risk indicators for the efficient monitoring of principal risks, where
possible.
Identify and evaluate significant risks applicable to the country and function.
Implement suitable internal controls and KPIs.
Ensure employees are aware of the risk management policy and foster a culture
where risks can be identified and escalated for mitigation.
Second line of defence
Group
Compliance
Officer
The Group Compliance Officer is the head of the ERM and is responsible for
coordinating the risk identification and assessment on a country and Group level.
Participates in the country risk management committees.
Escalates risks from the countries/assets/projects to the Executive Committee,
ARC, and Board.
Updates the Group Risk Register.
Facilitates the annual review of categorisation and assessment criteria.
Country
risk
management
committees
Ensures identified country risks present an accurate reflection of Energean’s risk
landscape.
Ensures risks are consistently categorised, assessed, and managed across the
Group.
Identify and share best practices for managing risk.
Third line of defence
Internal audit
The IA function supports the Board to assess objectively and independently the
effectiveness of governance, risk management and internal control processes.
Under
the
coordination
of
the
Head
of
Internal
Audit,
in
collaboration
with
PricewaterhouseCoopers Business Solutions S.A. (“
PwC
”), the function is responsible for
facilitating relevant assurance and advisory engagements.
Engages in internal audit activities.
Conducts and reports to the ARC periodic follow-
up activities to assess the
implementation of agreed management actions.
Develops risk-based internal audit plans which are approved by the ARC.
In 2025, IA recommended the further development of a dedicated, end-to-end
framework to enhance connectivity between strategic objectives, key risks and
material control review activities.
Core risk management activities in 2025
Bottom-up risk review
In 2025, Energean undertook a bottom-up review of the key risks faced by the business at a country level. This
was achieved through two biannual country risk reviews at each of the operating countries (Israel, Egypt, Italy
(and Croatian Branch business), UK and Greece to discuss any changes to the country risk profile and capture
any new risks. The country key risks were then verified by the respective Country Risk Committee, comprised
the Country Manager, Asset/Project Execution Manager, Head of Finance, Head of Legal and Head of HSE
who, acting collectively with the Head of ERM, signed off on the country risk registers.
When considering management or mitigation, the country risk registers follow a uniform approach that
includes:
The nature and extent of the risks, including principal risks, faced or undertaken by the respective
company.
The likelihood of risks materialising, and the impact on the business if risks do materialise.
Annual report 2025 |
Energean
68
The exposure to risks before and after they are managed or mitigated (inherent risk assessment and
residual risk assessment) as appropriate.
The existing controls in place, including a self-assessment of the existing controls by design and by
implementation.
A report highlighting these key aspects is shared with the members of the Executive Committee, who focus on
those risks that, given the Company’s current position, could result in events or circumstances that might
threaten the Company’s business model, future performance, solvency, liquidity, or reputation, also considering
the timescale over which they may occur.
Principal and emerging risks
Top-down review
At a group level, a consolidated risk register, risk dashboard and report by the Head of Compliance and ERM
are reviewed and biannually debated by the Audit & Risk Committee, with formal updates provided to the Board
to ensure that they are satisfied with the overall risk profile, risk accountabilities and mitigating actions.
In deciding which risks are principal risks, the Board considers Energean’s stated strategy together with events
or circumstances that might threaten its strategy and business model, future performance, financial position,
liquidity and reputation. A description of the principal risks, together with an overview of how each risk is being
managed, is provided on pages 69 to 79.
Board Risk Survey
In 2025, in line with Provision 29 of the UK Corporate Governance Code, the Board participated for a second
consecutive year in an online risk survey (the “Board Risk Survey”), which aimed, among other things, to achieve
the following objectives:
Identification of principal and emerging risks;
Assessment of risk appetite and residual risk exposure;
Evaluation of the effectiveness of material internal controls; and
Ensuring the Board has appropriate visibility, reporting, and assurance.
The Board Risk Survey was designed to gather individual director views on a confidential basis, to inform the
Board’s collective assessment of the aforementioned objectives and to identify areas for improvement in the
governance and monitoring of material controls.
The Board Risk Survey results, reflecting inputs from both executive and non-executive directors, show strong
alignment on the articulation and prioritisation of principal risks, with broad agreement on risk definitions and
targeted areas for continued focus.
Climate change-related risks and opportunities
Since 2019, when Energean recognised climate change as a rapidly emerging risk, climate change-related risks
and opportunities have been fully integrated into Energean’s multi-disciplinary, Group-wide risk management
process, as per the recommendations of the TCFD.
Climate change-related risks and opportunities have been identified, and future scenarios have been
analysed
41
. Our strategy and business plan to limit global warming is currently being implemented in three
different phases; short, medium, and long-term, as per our Climate Change Policy published in 2021.
The risk management framework ensures effective identification, assessment, control, and monitoring of
climate change-related risks against their potential financial, legal, physical, market, and reputational impact,
and further ensures that key strategic and commercial decisions are assessed by reference to their financial
importance.
41
Please refer to Our Strategy – Tackling Climate Change.
Annual report 2025 |
Energean
69
Risk appetite
The Board has established a risk appetite that serves as the benchmark for the risk management strategy and
risk mitigation activities within the Company. This risk appetite delineates the parameters within which risk-
based decisions can be made and sets forth the expectations for the operation of the control environment.
During the Board Risk Survey, the Board reviewed Energean’s risk appetite across its principal risks and has
predominantly adopted a conservative, cautious or avoid stance, reflecting its disciplined and prudent
approach to risk-taking and its focus on safeguarding shareholder value, operational resilience and regulatory
compliance. In specific areas — notably geopolitical risks and risks associated with climate change and the
energy transition — the Board has adopted a more differentiated position, with appetite ranging from cautious
to flexible/open. This reflects the externally driven, complex and evolving nature of these risks and the Board's
readiness to accept calculated risks for achieving long-term objectives.
The following section outlines the risk appetite established by the Board for each of the principal risks faced by
the Company. During this 'top down' risk review, the Board specified which risks Energean should avoid, which
should be managed to an acceptable level, and which should be accepted to achieve the business strategy.
Principal risks and uncertainties
Symbols used in the following pages
Trend versus prior year indicates our
perception of pre-mitigation (inherent)
risk with narrative updates for material
developments up to the date of this
report.
Link to business model
Link
to
strategy/strategic
pillars
The
risk increased
in
2025,
with
updates to the date of this report
Explore and appraise
Operational Excellence
The
risk decreased
in
2025,
with
updates to the date of this report
Develop
Disciplined Growth
The risk remained stable in 2025, with
updates to the date of this report
Produce
Long-Term Value
N New risk added this year
Acquire
Internally, the Group monitors and mitigates a more substantive list of principal risks. The risks presented on
the following pages represent those considered most important at the time of publishing our 2025 Annual
Report, i.e., those that could threaten, or are linked to, our business strategy and strategic objectives. For each
principal risk outlined below, we provide an analysis of the potential impacts, the corresponding mitigation
measures, the risk appetite, and the strategic objectives or KPIs that may be affected in 2026.
Annual report 2025 |
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70
#1 Strategic risk: Geopolitical and security risks in Israel
Owner: CEO
Link to strategy:
Operational Excellence
Link to business model: Produce
Link to KPIs: Production, Revenue
Risk appetite
High
While geopolitical risk in the region remains elevated, the Board maintains a
higher risk tolerance in this jurisdiction, reflecting the strategic significance of the
asset and the Company’s established mitigation and resilience framework.
Pre-mitigated
2025
movement
with
updates to the date of
this report
The risk increased in 2025 and remained elevated to the date of this report
Geopolitical and security risks in Israel remained elevated throughout 2025. While
diplomatic efforts contributed to the gradual shaping of a ceasefire framework
in the second half of the year, broader regional dynamics sustained a heightened
security environment. Accordingly, the risk profile in 2025 and up to the date of
this report shifted from acute conflict-driven exposure to a more complex and
persistent state of geopolitical uncertainty.
Impact
2025 production performance was notably impacted by the temporary
suspension of production of the FPSO in June 2025.
Post-period end, and as at the date of writing, regional hostilities remain ongoing
and Energean was ordered by the Ministry of Energy and Infrastructure to
temporarily suspend production and operations on 28 February 2026. Energean
is focused on safeguarding its people and assets. See ‘Israel’ section in ‘Review of
Operations’ on page 18, the Viability Statement on pages 84-87 and the going
concern assessment in note 2.1 to the consolidated financial statements.
Inherently, Energean’s operations in Israel are exposed to a heightened security
risk. This may include any of the following risk consequences:
1.
Potential short-term material disruptions or a shut-down in production.
2.
Disruption to business operations.
3.
Adverse impact on contractual obligations and project development
expansion work.
4.
Upward trend of exchange rates or inflation.
5.
Repercussions for exports and domestic sales resulting in loss of revenue.
6.
Difficulty retaining contractor personnel onboard
7.
Loss (or increase in prices) of insurance.
Mitigation
Energean maintains a comprehensive security and resilience framework in Israel
in response to heightened geopolitical tensions. This includes close and ongoing
coordination
with
relevant
Government
authorities,
reflecting
the
acknowledgment of Energean’s interests as a regulated strategic asset under
applicable security legislation, in combination with protective and operational
measures on the FPSO to safeguard personnel, assets and critical infrastructure,
including enhanced offshore security capabilities and structured operational
scenario planning. Energean also maintains financial and structural resilience
measures, including engagement with lenders and stakeholders to preserve
covenant stability during potential disruption events, eligibility for applicable
government compensation mechanisms in respect of qualifying war-related
damage, and the active review and procurement of war-risk insurance solutions.
In addition, the Company has been designated as an “essential factory”,
supporting workforce continuity during periods of national emergency.
Annual report 2025 |
Energean
71
#2 Operational risk: Production uptime
42
reliability and operating efficiency (including reliability of the
production systems, i.e. FPSO, subsea and wells)
Owner: Group Technical Director
Link to strategy:
Operational Excellence
Link to business model: Produce
Link to 2025 KPIs: Production, Revenue, Growth
Risk appetite
Low
– The Board has a low-risk appetite in relation to production uptime, reliability and
operating efficiency, reflecting Company’s commitment to safe, reliable operations
and the protection of long-term asset value.
Pre-mitigated
2025
movement
with
updates
to
the date of
this
report
The risk increased mainly given the post-period end geopolitical developments
Impact
Short-term interruptions could reduce revenues, trigger contractual liabilities, give rise
to litigation and negatively impact the Company’s reputation and stakeholder
confidence. Prolonged government-
enforced shutdowns could adversely affect
production volumes and sales revenues, free cash flow generation, constrain capital
allocation flexibility and strategic execution.
Energean was ordered to suspend production for security reasons in June 2025 and,
post-
period end, in February 2026; at the time of writing, production remains
suspended. See “Israel” section in “Review of Operations” on page 18, the Viability
Statement on pages 84-87 and the going concern assessment in note 2.1 to the
consolidated financial statements.
Mitigation
Energean mitigates this risk through a comprehensive maintenance and asset integrity
programme, including preventive and risk-based inspections, root-cause analysis and
corrective action planning, supported by skilled operational personnel, resilient supply
chain arrangements for spare parts and equipment,
system redundancies, continuous
performance monitoring, regular audits and strict environmental compliance,
alongside targeted investment to enhance the reliability and operational resilience of
the FPSO.
42
Uptime is defined as a percentage of the number of hours in a day that the Energean Power FPSO was operating.
Annual report 2025 |
Energean
72
#3 Operational risk: Delayed delivery of further growth projects mainly considering Katlan in Israel
Owner:
COO Israel
Link to strategy:
Long-Term Value
Link to business model: Develop
Link to 2025 KPIs: Growth
Risk appetite
Low
–The Board has a low-risk appetite to delays and cost overruns in the conversion
of reserves into cash flows.
Pre-mitigated
2025
movement
with
updates
to
the
date
of
this
report
The risk increased mainly given the post-period end geopolitical developments
Impact
A delay in reaching Katlan first gas may result in potential penalties under Energean’s
long-
term gas contracts and the loss of shareholder confidence, considering the
Company’s failure to achieve its strategic objectives.
Delivery of key project milestones in 2026 is essential to maintaining the planned first
gas date in 1H 2027 and is therefore central to the Group’s growth and cash flow
objectives.
In February 2026, Energean was ordered to suspend production and activities of the
FPSO due to security reasons. See “Israel” section in “Review of Operations” on page
18.
Mitigation
Katlan delivery project is supported by a formal governance structure, phased
assurance and close-out processes, active schedule and budget monitoring, risk and
non-
conformance tracking and operational readiness planning. Since 1H 2025,
progress and KPIs are regularly reviewed by management and reported to the Board,
with appropriate key risk indicators agreed upon with reference to the main project
delay risk causes.
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73
#4 Strategic risk: Insufficient commercial discoveries and reserves replacement
Owner
:
Group Technical Director
Link to strategy:
Disciplined Growth
Link to business model: Explore or acquire
Link to 2025 KPIs
:
Growth
Risk appetite
Medium
– Exposure to exploration and appraisal failure is inherent in accessing the
significant upside potential of exploration projects, and this remains a core value driver
for Energean.
Pre-mitigated
2025
movement
with
updates
to
the date of this
report
The risk slightly increased in 2025 with a greater allocation of capital towards
organic growth and an increase in non-operated exposure in Italy, Croatia and Egypt
doubled by a heightened competition in the M&A market for inorganic growth
opportunities within the Company’s core areas of operations.
Impact
Energean reserves replacement in a value-accretive manner may be challenging,
leading to unexpected declines in future production and reducing its ability to grow the
business and deliver its strategy.
Mitigation
Mitigation includes a structured long-term exploration strategy with a well-resourced
exploration function and budget, disciplined portfolio optimisation like the merge of
three production concessions into a single (Abu Qir, NEA and NI) currently under
dis
cussion with the Egyptian authorities, balanced organic and inorganic growth
initiatives, active market screening and a scalable organisation model and enterprise
management system to facilitate future growth model.
#5 Financial risk: Insufficient liquidity and funding capacity to sustain business
(Commodity
prices,
exchange
rates
and
intertest
rates,
Egypt
receivables
and
increased
decommissioning costs are managed as a subset of this risk)
Owner
: Chief Financial Officer
Link to strategy
:
Disciplined Growth &
Long-Term Value
Link to business model
: Could cause an indirect impact across our business model
Link to 2025 KPIs
: Balance Sheet, Leverage Ratio
Risk appetite
Low
– Through a disciplined approach to capital allocation, effective execution, and
oversight, the Board accepts a small amount of potential downside financial risk for
targeted upside return.
Pre-mitigated
2025
movement
with
updates
to
the date of
this
report
The risk level slightly increased in 2025
Impact
Insufficient liquidity and credit risk could impact the Group’s viability, hinder our ability
to invest adequately in our existing asset base, fund organic and/or M&A growth and
deleveraging
43
.
43
For further information, please refer to the Going Concern disclosure on pages 171-172 and Viability Statement disclosure on pages 84-
87.
Annual report 2025 |
Energean
74
Mitigation
Commodity prices: Energean’s core Israel assets, which are underpinned by long-term
gas contracts with floor pricing, take-or-pay or exclusivity, provide a fixed base of
secure cash flows.
Debt maturity: The Company continues to manage its capital structure proactively
across the cycle. In 2025, near-term maturities were refinanced, extending the
weighted average debt maturity to approximately six years and maintaining a
weighted average cost of debt of approximately 7.0%, thereby enhancing liquidity
visibility and balance sheet resilience.
Egypt receivables: In 2025 and in early 2026, EGPC formally communicated its
intention to reduce the outstanding receivable balance, supporting improved working
capital visibility and cash flow planning.
FX rates: Foreign exchange exposures are actively monitored, and hedging
instruments are implemented in accordance with defined risk parameters where
exchange rates are forecast to move outside approved tolerance ranges.
KPIs: Ongoing monitoring of financial KPIs by executive management.
#6 Health, safety and environment (HSE) risk
Owner
:
Group Technical Director
Link to strategy
:
Operational Excellence
Link to business model
:
Produce
Link to 2025 KPIs: Safety LTIF TRIR
Risk appetite
Low
– The well-being and safety of our employees is a top priority at Energean. We
are committed to ensuring that none of our operational activities pose any risk of harm
or distress to our workforce.
Pre-mitigated
2025
movement
with
updates
to
the date of this
report
The risk remained relatively unchanged in 2025 and there are no material
developments up to the date of this report. The Group’s LTIF
44
in 2025 was 0.20 per
million hours worked (down from 0.34 in 2024). Our TRIR
45
for 2025 was 0.40 per
million hours worked (down from 0.52 in 2024). There were no spills to the
environment.
Impact
Serious injury or death.
Negative environmental impacts.
Reputational damage.
Regulatory penalties and clean-up costs.
Loss or damage to the Company’s assets and potential business interruption.
Loss or damage to third parties and potential claims.
Mitigation
Effective management of health, safety, security, and environmental risk exposure is
a top
priority for the Board, Senior Leadership Team and Management Team.
Consistent maintenance and full implementation of the Health, Safety Environmental
&
Social
Responsibility
Policy,
delineating
corporate
values,
standards,
and
expectations concerning all matters related to HSE & SR for the Company’s employees,
partners, s
takeholders, the public, environment and
sustainable
development
initiatives.
Thorough implementation and ongoing maintenance of an HSE Management System,
along with an effective H&S framework, aligned with Energean’s standards and in
accordance with international protocols.
44
Lost Time Injury Frequency. Includes all sites, JVs & contractors.
45
Total Recordable Incident Rate. Includes all sites, JVs & contractors.
Annual report 2025 |
Energean
75
Consistent implementation and continuous maintenance of suitable and effective
Crisis Management and Emergency Response Plans, aligned with Energean’s
expectations and standards.
#7
Legal and compliance risk
Risk of adverse changes in laws and regulations, litigation risk and failure to comply with financial and
non-financial reporting requirements are monitored as a subset of this risk
Owner
:
General Counsel and Group Compliance Officer
Link to strategy
:
Disciplined Growth
Long-Term Value
Link to business model
:
Could cause an indirect impact across our business model
Link to 2025 KPIs
: NA
Risk appetite
Low
– The Board maintains a low-risk appetite in relation to legal, regulatory and
compliance breaches, reflecting its commitment to operating in full accordance with
applicable laws and regulations and upholding the highest standards of governance
and ethical conduct.
Pre-mitigated
2025
movement
with
updates
to
the date of this
report
The risk increased in 2025 mainly due to ongoing dispute with the Cassiopea
operator.
Impact
Potential for financial loss or increased operating expenditures, contractual disputes
with host governments or JV partners and/or similar operational disruption,
regulatory investigations, penalties and enforcement actions, reputational damage
affecting access to capital and stakeholder trust. Refer to note 30 to the consolidated
financial statements for further detail.
Mitigation
Dedicated in-country legal teams, supported by external and local counsel, ensure
robust contractual protections and effective legal defence. Local HSE, HR, Tax,
Sustainability and Operations functions actively monitor and assess legal and
regulatory developments affecting the industry and the Company’s operations.
Active engagement with host governments, regulators and industry associations.
Strong corporate governance to ensure accountability and transparency.
ABC compliance programme, clear policies, mandatory training, and implementation
of preventive and detective controls across the Group to mitigate ABC compliance
risks and failures.
Whistleblowing arrangements in place to ensure confidentiality and protection for the
reporter.
Third Party Risk Management Process to receive information around UBOs, PEP,
previous investigations, and sanctions risks before engaging with new partners.
Annual report 2025 |
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76
#8 Operational resilience: significant IT and OT cyber risk, including a security breach of internal systems
or a cyber attack
Owner:
Group Information Technology Manager/Israel Security Manager
Link to strategy:
Operational Excellence
Link to business model: Produce
Link to 2025 KPIs: Since December 2025 as part of the IT/Cyber Risk Pilot, agreed KRIs are reported
quarterly to the Board
Risk appetite
Low
– The Board has a low tolerance to cyber security risk reflecting Energean’s
commitment operational resilience, security and integrity of its data and IT and OT
systems.
Pre-mitigated
2025
movement
with
updates
to
the date of this
report
The risk increased in 2025. The emergence of Artificial Intelligence (AI) technologies
coupled by geopolitical tensions and externally originated threats bring new risks to the
business and heighten existing vulnerabilities in the cybersecurity area.
Impact
Potential operational disruption or shut down.
Potential exposure to high ransomware demands.
Reputational damage/adverse impact on external relationships (customers,
suppliers, government agencies).
Loss of shareholder confidence (shareholders, lenders, etc.).
High involvement of regulators.
Loss of data or disclosure of confidential information.
Regulatory implications and financial penalties.
Mitigation
Energean maintains a layered IT/cyber security control framework supported by a
Managed Security Service Provider (MSSP) and internal IT & Cyber Security oversight.
This includes continuous monitoring of security events through automated detection
tools, daily incident review, structured monthly reporting and periodic trend analysis to
identify emerging threats and enhance control effectiveness. Service level agreements
govern
incident
response
procedures,
with
defined
escalation
protocols
and
independent r
econciliation of monitoring outputs to ensure completeness and
accountability.
Cyber resilience is further supported by mandatory cyber awareness training,
including periodic phishing simulations with performance tracking and targeted follow-
up actions, as well as the maintenance and periodic testing of a documented Disaster
Recovery Plan to validate recovery time objectives and crisis readiness. System
availability and reliability are continuously monitored to safeguard operational
continuity.
On the operational (FPSO) side, mitigation measures include strict access controls and
training, layered technical defences (firewalls, intrusion detection and network
segregation), implementation of continuous SOC monitoring, formal cyber policies and
incident response procedures, specialist external response support, secure system
back-ups for critical infrastructure, cyber insurance and ongoing coordination with
government authorities.
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77
#9 Non operated assets and failure to adequately manage joint venture partners
Owner
:
CEO Energean International
Link to strategy
:
Operational Excellence &
Disciplined Growth
Link to business model
:
Develop, Produce
Link to 2025 KPIs
:
Financial KPIs
Risk appetite
Medium
– While recognising that some exposure is inherent in non-operated
arrangements, the Board expects such exposure to be actively managed and
maintained within defined risk tolerance thresholds consistent with the Group’s
financial, operational, safety and growth objectives.
Pre-mitigated 2025
movement
with
updates to the date
of this report
N This risk reemerged this year
Impact
Sub-optimal management of non-operated joint ventures may adversely affect the
Company’s operational and financial performance. Misalignment of interests,
limited transparency from operators, weak contractual protections or constrained
governance influence may result in delayed developments, cost overruns, reduced
production, inefficient capital allocation and lower project returns. Inadequate ability
to challenge operator decisions may also increase exposure to safety, environmental,
regulatory or reputational risks. Collectively, these factors could impair asset values,
reduce cash flow generation and adversely impact delivery of the Company’s
strategic objectives.
Mitigation
Energean places strong emphasis on maintaining effective governance and
transparent cooperation in all of its joint venture partnerships. It actively pursues its
contractual rights to ensure full transparency, timely information sharing and
participation on key decision-
making processes, as set out in its joint venture
framework.
We
actively
participate
in
joint
venture
governance
through
representation at key committees, the appointment of dedicated technical and
commercial personnel to safeguard the Company’s non-operated interests, and the
regular mandate of financial audits in accordance with the JOA framework.
In Egypt, governance is further strengthened through a formal authorisation matrix,
representation in key management positions, regular engagement with the JV Board
and General Assembly, and ongoing dialogue with relevant state authorities (EGPC,
EGAS and
the Ministry of Petroleum) to support alignment of strategic and
operational objectives.
With reference to actions taken to reduce the Company’s exposure in Italy, please
refer to note 30 to
the consolidated financial statements.
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78
#10 a. Failure to manage the risk of climate change and to adapt to the energy transition
Owner
:
HSE Director
Link to strategy:
Operational Excellence &
Long-Term Value
Link to business model
:
Produce - Acquire
Link to 2025 KPIs: Carbon emissions performance and related key performance indicators (KPIs).
Risk appetite
Medium
– The Group is committed to reaching its net zero emissions
46
goal by 2050
and reducing the near-term emissions intensity of its operations by adopting lower or
low-
carbon solutions and acquiring hydrocarbons with low emissions intensities.
Energean
is
prioritising
near-
term
investment
decisions
to
maintain
the
competitiveness of its assets considering a future where demand for oil and gas may
decline. The Group will also continue to evaluate its portfolio against various climate
change scenarios, aligning with the recommendations of the TCFD.
Pre-mitigated
2025
movement
with
updates
to
the date of this
report
The risk remained relatively unchanged in 2025 and there are no material
developments up to the date of this report.
Energean remains committed to its sustainability objectives. In 2025, Group emissions
intensity was 7.5 kgCO
e/boe.
Impact
The transition towards a low carbon economy poses a range of financial, legal, market,
regulatory, technology and reputation risks to the company.
For example, the risk of
changes in governmental climate policies and/or investor and stakeholder pressure
leading to the introduction or increase in carbon taxes or emissions trading systems.
On the commercial side, the transition may impact the supply and demand for oil and
gas and this could lead to long-term price volatility. Access to capital may be impacted
if the company is unable to meet the evolving expectations of investors, creditors and
lending banks.
Mitigation
Energean has:
Embedded climate considerations across its governance framework, strategic
planning and performance evaluation processes (strengthened its lower-carbon
portfolio and reduced its GHG emissions intensity, primarily from the shift of its
portfolio from oil to gas.
Developed a net zero pathway including a plan to generate or acquire carbon
removals and defined the required absolute emissions reduction.
Continued purchasing renewable-sourced electricity across all our operated
sites.
Continued to explore the potential for Prinos to evolve into a decarbonisation
hub
through
CCS
development,
building
on
opportunities
in
the
East
Mediterranean and the wider area.
Investment in CCS also provides an opportunity to manage future carbon-price
exposure, create new revenue streams, and support employment.
Aligned with the TCFD recommendations across all TCFD pillars in our year-end
reporting.
Verified carbon emissions scopes 1, 2 and 3 according to ISO 14064-1.
Maintained strong ESG ratings compared to the wider sector.
By embedding climate considerations across its governance framework,
strategic planning, and performance evaluation processes, Energean remains
committed to responsible operations, forward-looking risk management, and
the delivery of sustainable long-term growth.
46
Scope 1 and 2 emissions.
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79
#10 b Failure to manage physical climate change risk
Owner
:
HSE Director
Link to strategy:
Operational Excellence &
Long-Term Value
Link to business model: Produce - Develop
Link to 2025 KPIs: NA
Risk appetite
Low
– While the Board recognises that exposure to physical climate risks, including
extreme weather events, sea-level rise, and changing environmental conditions, is
inherent to offshore and onshore Company’s operations, it sets a low-risk appetite to
any kind of disruptions to operations or personnel safety and environmental hazards.
Pre-mitigated
2025
movement
with
updates
to
the date of this
report
The risk remained relatively unchanged in 2025 and there are no material
developments up to the date of this report.
Impact
Unexpected asset costs arising from operational incidents or inadequate water supply
due to changes in precipitation patterns.
Reduced revenue due to extreme weather events and reduced production.
Transportation difficulties and supply chain interruptions.
Increased insurance premiums for insuring assets in high-risk locations.
Negative market reaction.
Loss of investor confidence.
Serious injury or death.
Reputational damage.
Loss or damage to assets or early retirement and business interruption.
Mitigation
Energean’s response in relation to acute and chronic physical risks differs slightly
across countries, but by and large includes the following key mitigants:
1.
Monitoring of weather conditions and sea conditions.
2.
Use of protective barriers to combat flooding.
3.
Comprehensive insurance policies in place for key assets and infrastructure.
4.
Established a dedicated Environment, Safety and Social Responsibility committee
to review climate change related risks and projects.
Emerging risks
Emerging risks encompass both external and internal uncertainties. Addressing them involves proactive
monitoring, scenario planning, and strategic diversification. The Board Risk survey and top-down risk review
conducted in 2025 identified various emerging risks that, although not currently a primary focus, have the
potential to impact the Group's operations and strategy in the future. Recent geopolitical tensions in the Middle
East have heightened the risk of secondary impacts on regional security, maritime and supply chain disruption,
fiscal policy and sanctions frameworks. The potential for continued geopolitical volatility may affect supply
chains, host-government policies that could lead to changes in fiscal terms, increased state controls, taxation
measures potentially affecting the stability of the fiscal framework. Addressing these risks may involve
diversification of assets, clear communication of strategic priorities, and proactive risk mitigation strategies to
protect long-term shareholder value. Management will monitor any relevant trends, enhancing proactive
monitoring, scenario planning, and exploring new opportunities.
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80
Section 172 (1) Companies Act 2006 Statement
The Directors confirm that, throughout the year, they have acted in a way they consider, in good faith, would
be most likely to promote the success of the Company, as required by Section 172(1) of the Companies Act 2006.
This section further requires the Directors to have regard to a range of factors when making decisions, including
the likely long-term consequences of any decision, the interests of the Company’s employees, the need to foster
the Company’s business relationships with suppliers and others, the impact of the Company’s operations on the
environment, maintaining a reputation for high standards of business conduct, and the need to act fairly
between members of the Company. The Company’s key stakeholders are its employees, local communities,
governments in the countries in which the Company operates, customers and shareholders. The specific
engagement with stakeholders on a day-to-day level is delegated to the executive management team with the
Board being kept up to date with the results of this engagement and future plans.
The Board identifies and keeps under review the Company’s key stakeholders and the information it needs from
management to understand their views, including through regular reporting on engagement outcomes and
material issues raised, and by direct engagement by Directors where appropriate. Where stakeholder interests
diverge, the Board considers the trade-offs, the mitigating actions available and the anticipated short-,
medium- and long-term consequences before reaching decisions.
This Section 172(1) statement is also made available on the Company’s website and is accessible via
www.energean.com/investors/reports-presentations
.
The Executive Directors routinely meet with shareholders to discuss the strategic direction of the Company and
the feedback from these meetings is shared with the other Directors. Details of the Board’s engagement with
the workforce are found on page 81 of this report and details of the Board’s and Company’s engagement with
local communities are found on page 81 of this report.
Throughout the year the Board placed a high importance on stakeholder considerations and considered these
factors at the centre of its decision-making process. Principal Board decisions during 2025 included approvals
and oversight actions in relation to long-term gas sales arrangements, financing and liquidity management,
material project and procurement commitments (including the Katlan FPSO upgrade programme), and
portfolio and investment decisions across the Group’s assets.
The Board considered the Section 172(1) factors for these decisions as described below.
Long-term impact of decisions
Energean’s purpose is to enhance energy security and promote socio-economic development across the EMEA
region, through the safe, efficient and responsible development of hydrocarbon resources. Energean supports
greater energy abundance and price stability, while facilitating the energy transition. The Company is
committed to conducting its operations in a sustainable and responsible manner and achieving its net zero
47
ambition by 2050. Strategic decisions are taken by the Board with this ambition at the forefront and as such
require the Board to consider the long-term impact of any decisions, especially in relation to reviewing the
investment decisions in the Group’s portfolio of assets.
Strategic and financing decisions taken by the Board are considered with a view to supporting the Group’s long-
term sustainability, resilience and ability to deliver value for shareholders over time while maintaining an
appropriate balance between growth, returns and risk.
During the year, the Board approved a number of long-term commercial and financing arrangements intended
to support the Group’s contracted cash flows, liquidity management and capital structure. This included the
approval of new long-term gas sales arrangements in Israel, supporting long-term contracted revenues and
future customer supply needs. The Board also approved financing arrangements and amendments intended to
support funding requirements and manage maturities, including the refinancing of the Group’s corporate bond
and Energean Israel 2026 Note, and amendments to existing revolving credit facilities and other debt and
47
Scope 1 and 2 emissions
Annual report 2025 |
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81
guarantee arrangements.
The Board also approved material commercial arrangements supporting the Group’s future project execution,
including contracts and approvals linked to the Katlan FPSO upgrade programme, recognising the importance
of safe and reliable delivery of major projects and maintaining operational resilience. In addition, the Board
considered longer-term asset and portfolio decisions, including project approvals and investment decisions
intended to defer future obligations where appropriate and to support sustained production and cash
generation.
Where decisions involved material commitments, the Board considered the overall impact on the Company’s
ability to fund operations, maintain adequate liquidity and preserve flexibility to respond to changing market
and operating conditions.
The Board also reviewed key growth initiatives including monitoring progress of the Katlan development; the
Nitzana export pipeline project to support future gas exports; operational milestones in Israel including the
integration of M10; progress on merging concessions in Egypt to improve fiscal terms and unlock further value;
and the advancement of development activity in Croatia including FID for the Irena field, alongside the carbon
capture and storage project, considering each project’s significance on the Company’s sustainability plans and
its regional role.
Engagement with:
Workforce
In accordance with Provision 5 of the UK Corporate Governance Code, Kimberley Wood, an Independent Non-
Executive Director, has been appointed by the Board to be the “employee voice” in the boardroom in her role as
workforce representative. Kimberley Wood is also Chair of the Remuneration & Talent Committee where she
participates in discussions related to the Company’s workforce, ensuring workforce perspectives are reflected
in Board discussions and decision-making.
The Board recognises the importance of the interests and wellbeing of employees and contractors in supporting
the long-term success of the Group. During the year, the Board received updates on health and safety
performance and discussed the importance of maintaining a strong safety culture including oversight of key
safety metrics and incident reporting.
As part of the 2025 bonus KPIs, the Executive Directors were set objectives relating to culture and diversity,
equity and inclusion. The Executive Directors were awarded a 100% pay-out on this metric reflecting
performance against the agreed objectives.
Local communities and the environment
The Board recognises the importance of the impact of the Group’s operations on the environment and local
communities, including the need to maintain trust and support where it operates.
Energean is very active in the communities in which it operates, and the Directors are cognisant of their
responsibilities to “give something back” by means that are appropriate to the particular communities. The
Board receives information on such activities being carried out by the Company at meetings of the
Environment, Safety & Social Responsibility Committee. The activities are tied to the Company’s contribution
to the fulfilment of the 17 UN Sustainable Development Goals, of which more details can be found on page 55.
Further information regarding the Company’s activities in local communities can be found on page 55.
The Board also considered environmental and transition-related initiatives and associated stakeholder
considerations. In addition, the Board considered matters relevant to responsible decommissioning and end-
of-life practices, including regulatory and reputational considerations, and the long-term environmental
impact of these activities.
Suppliers, contractors and other business partners
Energean’s ability to execute major projects safely and reliably and to operate its assets depends on effective
relationships with key suppliers, contractors, Joint Venture partners and other partners. During 2025, the
Board considered stakeholder impacts and delivery risk in approving material contracts supporting future
project execution, including contracts linked to the Katlan FPSO upgrade programme, and in reviewing
financing and guarantee arrangements that support the Group’s liquidity and capital structure. In doing so, the
Annual report 2025 |
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82
Board considered how contractual structures, incentives and oversight arrangements support safe delivery,
operational resilience and long-term value creation.
Governments and regulators
The Company has a transparent dialogue with all host governments in countries where it operates and seeks to
operate. All these discussions are led by the Chief Executive Officer. The Company regularly engages in industry
forums in these countries to further demonstrate its commitment to working closely with their governments.
During the year, the Board received updates on regulatory approvals and matters affecting strategic and
operational decisions, including approvals relevant to portfolio transactions and projects. The Board also
considered regulatory requirements and governance developments relevant to the Company’s operations and
reporting, including the approval of the Modern Slavery Statement and the Energean Anti-corruption and Anti-
Money Laundering Compliance Programme, and the approval of new policies and processes intended to
support compliance and good governance.
Shareholders
Energean is committed to transparency and engaging with its shareholders, including providing all appropriate
information
to
the
investment
community.
The
Annual
Report
and
Accounts
are
available
from
www.energean.com/investors/reports-presentations and, where elected or on request, will be mailed to
shareholders and to stakeholders who have an interest in the Company’s performance.
The Company responds to all requests for information from shareholders and maintains a separate Investor
Relations section within the existing
www.energean.com
website, as a focal point for all investor relations
matters. Moreover, there is regular dialogue with institutional shareholders via face-to-face meetings, investor
roadshows, RNS announcements, regular trading updates and conferences, as well as general presentations
that are published on the Company’s website.
Furthermore, the Board is advised of any material comments from institutional investors, to enable it to develop
an in-depth understanding of the views of major shareholders and to take these views into account when
making decisions.
All shareholders have the opportunity to put forward questions at the Company’s AGM. During the year, the
Board monitored voting levels and outcomes in relation to resolutions proposed for the AGM. The Board noted
that all resolutions were passed on a poll at the 2025 AGM, and that certain resolutions attracted higher levels
of votes against than others while still being approved. The Board continued to recognise the importance of
understanding shareholder views and maintaining dialogue where appropriate, including on matters such as
remuneration and capital authorities.
The Board is mindful of the need to act fairly between members of the Company. During the year, the Board
considered matters relevant to shareholder returns, including the declaration of interim dividends and actions
intended to preserve distributable capacity to support dividends. In approving dividends, the Board considered
the Company’s financial position, liquidity forecasts and the maintenance of sufficient reserves and flexibility
to support ongoing operations, as well as the interests of other stakeholders.
Maintaining a reputation for high standards of business conduct
It is our policy to conduct all our business in an honest and ethical manner, and comply with all applicable anti-
bribery laws, including, but not limited to, all applicable local laws where Energean operates and the UK Bribery
Act 2010, and to accurately reflect all transactions on Energean’s books and records.
We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly
and with integrity in all our business dealings and relationships wherever we operate.
The Board promotes a culture of integrity and compliance and receives appropriate updates on the operation
of the Group’s compliance programme including risk assessments, training, speak-up arrangements and the
status of any material allegations or investigations. In making decisions on material contracts, portfolio activity
and financing arrangements, the Board considers integrity and sanctions risks, relevant due diligence findings
and the adequacy of mitigations and controls, recognising the importance of maintaining the Company’s
reputation for high standards of business conduct.
Annual report 2025 |
Energean
83
We actively monitor and manage risks from bribery or ethical misconduct, and we run anti-corruption and anti-
bribery compliance programmes, actively overseen by the Board.
Energean complies with all applicable laws and regulations pertaining to bribery and corruption in the countries
where it operates, including the UK Bribery Act 2010. We have a zero-tolerance policy to any incidents of
bribery and corruption as outlined in our Anti-Corruption and Bribery Policy. We regularly engage with our
employees and business partners to ensure that we maintain a high level of awareness and integrity.
Additionally, we have implemented a comprehensive anti-bribery and anti-corruption compliance programme,
supervised by our Board of Directors which includes risk assessments, training and monitoring activities.
During the year, the Board approved policies and statements supporting the Group’s approach to compliance
and integrity, including the Anti-corruption and Anti-money Laundering Compliance Programme and the
Modern Slavery Statement.
The Board also considered governance and regulatory developments, including
the implementation of requirements relevant to the Economic Crime and Corporate Transparency Act 2023,
and reviewed procedures intended to strengthen the Group’s approach to fraud prevention and sanctions
compliance.
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84
Viability Statement
The Directors have assessed the prospects and viability of the Group in accordance with Provision 31 of the UK
Corporate Governance Code. The long-term viability assessment has been based on a five-year timeframe,
covering the period to 31 December 2030, and is based on the Group Working Capital Model. By their nature,
forecasts inherently become less accurate and more uncertain as the planning horizon extends.
Assessment period
The Board undertook a review spanning a five-year period for the following key reasons:
at least annually, the Board assesses Group’s medium-term forecasts and guidance on a rolling five-year
basis considering the Group’s business plan projections and debt facility structures,
This timeframe covers the development of the Katlan project in Israel (including both drilling campaigns),
the commencement of the Tanin development in Israel and Irena development in Croatia and the
commissioning of the Nitzana pipeline, enabling gas exports from Israel to Egypt.
Based on these factors, the Board considers that an assessment period to 31 December 2030 appropriately
reflects the underlying potential and viability of the Group and is the period over which principal risks are
reviewed.
Basis of assessment
In order to make an assessment of the Group’s viability, the Board has carried out a detailed assessment of the
Group’s principal risks, and the potential implications these risks could have on the Group’s liquidity and its
business model over the assessment period.
The Company’s prospects have been assessed mainly with reference to the Company’s strategic planning and
associated medium-term financial forecast. This incorporates a detailed bottom-up budget for each country
where it operates. The budgeting and planning process is thorough and includes input from operating line
managers, senior management, and the Board, and forms the basis for variable compensation targets. The
Board participates in strategic planning and reviews the Group five-year budget (“mid-term plan” or “
MTP
”).
The outputs from this process include full financial forecasts of revenue, adjusted EBITDAX, cost of production,
operating cash flow, working capital and net debt. The Directors consider that the planning process and
monthly cash flow updates provide a sound underpinning to management’s expectations of the Group’s
prospects.
Key assumptions
The viability model is based on the approved Budget 2026 and Mid-Term Plans 2027-2030, with the following
key commodity price and foreign exchange assumptions:
Brent crude: $65/bbl real near-team and mid-term commodity price assumptions throughout the
assessment period
Israeli gas: contracted at an average realised price of $4.5/mscf ($4.2/mmbtu), with floor pricing
SOFR: 3.5% (2026), 3.3%–3.8% (2027–2030)
The going concern assessment, covering the period to 30 June 2027 is set out in note 2.1 to the consolidated
financial statements. The assumptions used in the going concern assessment are consistent with those in this
viability statements for the overlapping period.
Sensitivity scenarios and principal risks
The viability assessment encompasses a range of sensitivity scenarios, including a Reasonable Worst Case
(“
RWC
”) scenario that combines multiple downsides. The table below summarises the key assumptions aligned
to the Group’s principal risks and the sensitivity scenarios considered.
Annual report 2025 |
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85
Principal Risks
Base Case Assumptions
Sensitivity Scenarios
Strategic
risk:
Geopolitical
and
security risks in Israel
(risk #1)
Production
operations
in
Israel
are
assumed to continue throughout the
assessment period.
However,
a
temporary
production
suspension similar to that experienced
in June 2025 has been incorporated into
the base case timing assumptions. The
Katlan development proceeds to first
gas in H1 2027 as planned. Israeli gas
revenues are underpinned by long-term
contracts with floor pricing, providing
revenue
certainty
independent
of
global commodity price movements.
In assessing the Group’s resilience to a
prolonged
period
of
production
suspension after the Ministry of Energy
and
Infrastructure
ordered
the
suspension of operations in Israel on 28
February
2026
following
regional
geopolitical escalations, the Board also
considered
a
downside
scenario
incorporating
temporary
production
disruptions in Israel across the going
concern horizon (until 30 June 2027).
Under this downside scenario, and after
taking into account available mitigating
actions, the Group maintains adequate
liquidity
and
covenant
headroom
throughout the assessment period.
Operational
risk:
Production
uptime
reliability
and
operating
efficiency
(risk #3)
During
the
assessment
period,
the
following
assumptions
are
made
regarding
the
timeline
for
various
projects coming onstream:
Katlan (Israel): First gas from
Athena & Zeus wells in January
2027,
Hera
&
Apollo
wells
-
towards the end of this decade;
Irena
(Croatia):
On
stream
January 2027
Epsilon
(Greece)
development
restarts in H2 2027, assuming
first oil in H2 2029.
Cassiopea
income
and
costs
are
included in the forecast as a non-cash
settlement of payables to the operator.
The sensitivity scenario includes a 5%
decrease in production across all assets
compared to the base case throughout
the assessment period, combined with
the
commodity
price
downsides
described below.
Under this combined scenario, after
considering
available
mitigation
actions, the Group maintains adequate
liquidity
throughout
the
assessment
period.
Strategic
risk:
Insufficient commercial
discoveries
and
reserves
replacement
(risk #4)
The Group has 2P reserves of 989.0
MMboe, providing a reserve life of 18
years. The 2C resources are 192.6
MMboe. The producing portfolio across
the assets in Israel, Italy, Egypt, Greece
and the UK underpin the production
profile
throughout
the
assessment
period
plus
the
sanctioned
Katlan
development in Israel, together with the
Irena development in Croatia which are
expected to come online during the
period.
Plus
the
future
Tanin
development
and
various
2C
opportunities across the portfolio to be
sanctioned in the future.
No sensitivity analysis or stress testing
has been conducted for this risk due to
the limited assessment period of 5
years, compared to the 18-year reserve
life.
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86
Financial
risk:
Insufficient
liquidity
and funding capacity
considering
macroeconomic
factors (risk #5)
The
Group
has
sufficient
financial
resources
to
continue
in
operation
throughout
the
assessment
period.
Available liquidity at 31 December 2025
was
approximately
$265
million.
In
addition, the Group holds $103 million of
restricted cash.
Regarding
the
company's
financial
instruments and exposure to interest
rate risks: The $2.0 billion of bonds at
Energean Israel level plus the EUR 400
million corporate bonds carry a fixed
coupon,
indicating
no
exposure
to
interest rate fluctuations. However, the
Bank Leumi loan ($750 million)
which is
exposed
to
Secured
Overnight
Financing Rate (SOFR) and Israeli index
and Greek State-
backed loan (€100
million)
is
subject
to
variations
in
EURIBOR interest rates. Additionally,
any utilisation of the Revolving Credit
Facility (RCF) will be exposed to shifts in
the SOFR.
The RWC scenario includes adjustments
to
financial
and
operational
parameters to assess the resilience of
the
Group’s
liquidity
under
varying
conditions and assumptions:
a
10%
decrease
in
future
oil
prices;
an increase in interest rates by
+50
basis
points
has
been
assumed to evaluate the effect of
rising
borrowing
costs
on
financial expenses;
a 5% reduction in production in all
fields; and
reduced collection of receivables
in Egypt.
The outlined sensitivity scenarios were
assessed for their impact on financial
covenants.
Despite
potential
challenges, no breaches were noted
during the assessment period.
HSE risk (risk #6), Legal
& compliance risk (risk
#7),
Operational
resilience
and
cyber
security (risk #8)
These risks are excluded from the
quantitative viability assessment due to
challenges
in
accurately
quantifying
their financial impact. However, the
Board monitors these risks through the
Group’s enterprise risk management
framework and considers them in the
qualitative assessment of viability.
Sensitivity scenarios are not conducted
for these risks due to quantification
challenges. The Board notes that the
Group
maintains
comprehensive
insurance programmes and business
continuity plans to mitigate potential
impacts.
Organisational
&
HR
risk: Failure to attract,
retain
and
develop
staff (risk #9)
All
staff
positions
and
associated
payroll
are
reviewed
during
each
budget
cycle,
with
cost
variations
factored into the financial model. The
Group has invested in capabilities to
support the Katlan development
Sensitivity scenarios are not conducted
for
this
risk
due
to
the
limited
quantifiable impact on the financial
model.
Climate
change
and
energy transition risk
(risk #10)
Carbon
charges,
including
the
European carbon emissions tax, have
been applied across the portfolio where
applicable.
No material additional climate-related
costs
are
assumed
within
the
assessment
period
beyond
those
already enacted in legislation.
The likelihood of additional measures
being introduced and implemented by
governments in the Group’s areas of
operation within the assessment period
is considered low. The Group’s portfolio
resilience under IEA climate scenarios
(STEPS,
APS
and
NZE)
has
been
assessed
as
part
of
the
TCFD
disclosures on pages 24-41.
Within these individual and combined sensitivity scenario (cessation of the sale and RWC scenarios), the Group
is projected to maintain adequate cash reserves throughout the viability assessment period. Moreover, the
Board has explored the potential and likelihood of various mitigating strategies. These include the capability to
hedge against risks, available headroom under existing debt facilities, additional funding avenues such as
Annual report 2025 |
Energean
87
refinancing, and further optimisation of the cost and asset base. This optimisation could involve reductions in
discretionary capital expenditures, such as exploration, or adjustments to expenditures within our control.
Based on this assessment of prospects and stress-test scenarios, together with its review of principal risks and
the effectiveness of risk management procedures, the Directors confirm that 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 to 31 December 2030.
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88
Corporate Governance
Board of Directors
Karen Simon
Non-Executive Chair
Karen has served as Chair of Energean since November 2019, having first joined the Board as an Independent
Non-Executive Director in September 2017, ahead of the Company’s IPO in 2018. She retired from JPMorgan
in December 2019 as Vice Chairman of Investment Banking after more than 35 years with the firm. During her
career she held a number of senior leadership positions, including Head of Global Financial Sponsor coverage,
Co Head of European, Middle East and Africa Debt Capital Markets, and Head of EMEA Oil and Gas. She
possesses extensive corporate finance experience in debt and equity capital raising, M&A and equity
transactions, and also established JPMorgan’s Director Advisory Services group providing services to
independent directors of public company boards. Karen spent 20 years living in London with JPMorgan, serving
on the firm’s European Reputational Risk, Debt Underwriting and Management Committees.
She currently sits on the boards of Aker ASA (Oslo listed), Crescent Energy (NYSE listed) and Bullish (NYSE
listed).
She is active in the non-profit sector, serving as Chair of the Dean’s Executive Committee for the
Thunderbird School of Global Management (part of Arizona State University), and as a Trustee of the Institute
of Shipboard Education, which operates the Semester at Sea study abroad programme, and Chairs REV Ocean
which operates the largest privately owned ocean research vessel.
She holds a Master of International Management from Thunderbird, a Master of Business Administration from
Southern Methodist University, and a Bachelor’s degree in Economics and International Relations from the
University of Colorado.
Independent:
Upon appointment as Chair
Committee membership:
Nomination & Governance – Chair
Environment, Safety & Social Responsibility – Member
Remuneration & Talent – Member
Current external appointments:
Aker ASA – Independent Non-Executive Director
Crescent Energy – Independent Non-Executive Director, Member of the Audit Committee
Bullish – Independent Non-Executive Director, Chair of the Remuneration Committee, Member of the
Compensation Committee
REV Ocean – Chair
Matthaios (Mathios) Rigas
Chief Executive Officer
As the founding shareholder and CEO of Energean, Mathios has led the Company since its inception in 2007. A
Petroleum Engineer with a background in investment banking, Mathios has been instrumental in transforming
Energean from a single-asset operator in Greece, into a leading hydrocarbons exploration and production
company across Europe, the Middle East and Africa.
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89
Under his leadership, Energean has executed landmark transactions that reshaped its portfolio and scale,
including the development of Karish in Israel and the acquisition of Edison E&P’s Italian and Egyptian assets.
Since founding the Company in 2007, Mathios has played a vital role in turning Energean into a multi-country,
cash-generative platform with over 1 billion boe of reserves and over 150,000 boe/d of production (2025) – up
from just 1 million boe and 1,000 bbl/d at inception. This trajectory reflects not only operational execution, but
consistent strategic foresight and disciplined capital allocation.
The Company has since secured a 20-year commercial position in Israel backed by ~$20 billion in contracted
gas sales, providing long-term cash flow visibility, energy security and durable competitive positioning.
He successfully led Energean’s IPO on the London Stock Exchange in 2018, its subsequent dual listing on the Tel
Aviv Stock Exchange, and multiple capital market transactions that strengthened the Company’s balance sheet
and enabled sustainable shareholder distributions.
A Petroleum Engineer by training, he previously structured more than $5 billion in mainly oil and gas financing
at Chase Manhattan Bank in London, later leading private equity investments as Managing Partner of Capital
Connect Venture Partners and heading Piraeus Bank’s shipping division.
A pioneer in sustainability within the E&P sector, he became the first upstream CEO to commit to a net zero
strategy in 2019, positioning Energean as a European ESG leader. The Company has since earned multiple
awards for sustainability and environmental responsibility.
His leadership has been internationally recognised, including CEO of the Year in London (2018), Independent of
the Year for Energean, and Deal of the Year for the Company’s IPO by the World Energy Council.
Mathios holds a degree in Mining & Metallurgical Engineering from the National Technical University of Athens
and an MSc/DIC in Petroleum Engineering from Imperial College London.
Independent:
N/A
Committee membership:
N/A
Current external appointments:
None
Panagiotis (Panos) Benos
Chief Financial Officer
Panos is our Chief Financial Officer and was appointed to this role and to our Board of Directors in 2011. Panos
has 25 years’ international experience in the oil and gas sector, both in banking and industry, with a long track
record of upstream financing in emerging markets. Panos joined the Energean Group in 2011 from Standard
Chartered Bank, where he was a director in the Oil and Gas team in London, delivering a number of award-
winning projects and acquisition finance deals in Africa, Asia and the Middle East. Prior to his work with
Standard Chartered Bank, he worked for ConocoPhillips from 2002 to 2006, where he held positions in
European Treasury, North Sea Economics and International Downstream with a focus on the North Sea, Central
Europe and the Middle East. He commenced his career at Royal Bank of Scotland. Panos is a Chartered
Accountant (ICAS) and holds an MSc in Shipping, Trade and Finance from Cass Business School.
Independent:
N/A
Committee membership:
N/A
Annual report 2025 |
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90
Current external appointments:
N/A
Andrew Bartlett
Senior Independent Non-Executive Director
Andy was appointed as an Independent Non-Executive Director in August 2017 and was appointed Senior
Independent Non-Executive Director in November 2023. Andy has over 40 years’ experience in the upstream
oil and gas industry. Before his current directorship, Andy served as a Non-Executive Director and Audit Chair
for Meren Energy (TSX) and Prime Oil & Gas B.V, was Energy Adviser to Helios Investment Partners LLP (a
private equity partnership focused on Africa), was the chair and Non-Executive Director of Azonto Energy from
2013 to 2015, and Non-Executive Director of Eland Oil & Gas plc from 2012 to 2013. Prior to that he was the
Global Head of Oil & Gas M&A and Project Finance for Standard Chartered Bank between 2004 and 2011.
Before joining the investment banking industry, Andy worked for Shell plc between 1981 and 2001, as a
petroleum engineer and development manager, where he gained extensive experience in the upstream
operations of oil and gas fields and latterly as a founding VP of Shell Capital. He holds an MSc in Petroleum
Engineering from Imperial College London.
Independent:
Yes
Committee membership:
Audit & Risk– Chair
Nomination & Governance – Member
Remuneration & Talent Committee –Member
Current external appointments:
None
Efstathios (Stathis) Topouzoglou
Non-Executive Director
Stathis was appointed as a Non-Executive Director in May 2017. Stathis is a founding shareholder of the
Energean Group and co-founder of Prime Marine Corporation (“
Prime
”), serving as Prime’s Chief Executive
Officer and Managing Director. Prime, a leading worldwide product tanker company, is a major global provider
of seaborne transportation for refined petroleum products, LPG and ammonia. Stathis has more than 40 years
of experience in founding and growing companies in the energy transportation sector and holds a B.A. in
Business Administration and Economics from the University of Athens, Greece.
Independent:
No
Committee membership:
Nomination & Governance – Member
Environment, Safety & Social Responsibility – Member
Current external appointments:
Chief Executive Officer and Managing Director of Prime Marine Corporation
Chair of First Ship Lease Trust
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91
Kimberley Wood
Independent Non-Executive Director
Kim was appointed as an Independent Non-Executive Director of Energean plc in July 2020. Kim is an energy
lawyer based in London with over 25 years’ experience and is General Counsel & Company Secretary at
Storegga Limited, a private developer of carbon capture and storage projects. Kim is a former partner of
Vinson & Elkins LLP (2011–2015) and Norton Rose Fulbright LLP (2015–2018). She has extensive experience in the
energy sector, as well as in the boardroom and is a former Independent Non-Executive Director of Gulf
Keystone Petroleum and Valeura Energy. Throughout her career, Kim has advised a wide range of companies
in the sector, from small independents through to super-majors. Kim is currently a Non-Executive Director of
Meren Energy Inc., a company listed on the Toronto Stock Exchange and the NASDAQ Nordic Exchange,
chairing the Corporate Governance and Nomination Committee. She holds BA from the University of Western
Ontario, an LLB from the University of Edinburgh and an LLM in Public International Law from University
College London; and she is admitted as a solicitor in England and Wales.
Independent:
Yes
Committee membership:
Remuneration & Talent – Chair
Nomination & Governance – Member
Current external appointments:
General Counsel & Company Secretary of Storegga Limited
Meren Energy Inc – Independent Non-Executive Director, Chair of the Corporate Governance and
Nomination Committee
Andreas Persianis
Independent Non-Executive Director
Andreas was appointed as an Independent Non-Executive Director in July 2020. Mr Persianis is an experienced
Non-Executive Director with over 30 years’ international financial markets experience in Central Banking,
Asset Management and Corporate Strategy. Between 2018 and 2025 he was the Managing Director of
Nomuscapital Investments Ltd in Cyprus, a regulated Alternative Investment Fund Management company that
sets up and manages private funds for a diverse range of private and institutional clients. Before that he was
Founder and Managing Director of Centaur Financial Services, a discretionary portfolio management company
with a presence in the UK and Cyprus. He has served as a Non-Executive Director at Central Bank of Cyprus
(2014–2019), Bank of Cyprus Board (2013) and Hellenic Bank plc (2020–2024). He previously worked as a Senior
Manager at Bain & Company (London), one of the world’s largest strategy consulting firms. He holds an
Electrical Engineering undergraduate degree from the University of Cambridge and a Masters degree of
Business Administration (MBA, Major in Finance & Investment Banking) from the Wharton Business School.
Independent:
Yes
Committee membership:
Audit & Risk – Member
Remuneration & Talent – Member
Current external appointments:
None
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92
Martin Houston
Independent Non-Executive Director
Martin was appointed as an Independent Non-Executive Director in November 2023. Martin began his career
as a petroleum geologist in 1979 and since then has worked worldwide for nearly 47 years, managing all forms
of enterprise in the energy industry. He earned a BSc in geology from Newcastle University and an MSc in
petroleum geology from Imperial College, London. He retired from BG in 2014 as Chief Operating Officer and
Executive Director after 32 years and since then has been a member of many boards in many jurisdictions. In
October 2024, he stepped down as Executive Chairman of Tellurian Inc, following the sale of the company. He
is a Non-Executive Director of Energean, BUPA Arabia, and CC Energy. He is the Non-Executive Chair of
Omega Oil & Gas Limited and Capital Clean energy Carriers Corp. Martin is a Merryck mentor and a Fellow of
the Geological Society of London. He is on the Advisory Board of the Center of Global Energy Policy at Columbia
University’s School of International and Public Affairs in New York, and Chair of the Philanthropy Board of
Newcastle University. He was an invited member of the National Petroleum Council of the United States for
over 15 years.
Independent:
Yes
Committee membership:
Audit & Risk – Member
Environment, Safety & Social Responsibility – Chair
Nomination & Governance – Member
Current external appointments:
BUPA Arabia – Non-Executive Director
CC Energy – Non-Executive Director
Omega Oil and Gas Limited – Chair
Capital Clean Energy Carriers Corp - Chair
Sayma Cox
Independent Non-Executive Director
Sayma was appointed as an Independent Non-Executive Director in March 2025 and has 28 years of global
experience, predominantly in upstream oil and gas, spanning safety, production operations, and asset
optimisation. A Petroleum Engineer by background, she has held senior leadership and executive positions at
bp, ConocoPhillips, Maersk Oil and Petrofac, as well as CEO-level leadership in the midstream sector and
currently in the upstream sector. She has a proven track record of delivering strategic transformation,
operational excellence and value creation across multi-billion dollar portfolios. Her expertise includes non-
operated Joint Ventures, private equity-backed investments and large-scale asset collaborations. Sayma is
currently CEO of Concordia Energy, an investment vehicle set up to invest in non-operated assets
globally. Sayma was also a Senior Vice President at bp, where she led the company’s extensive Non-Operated
Joint Ventures (“
NOJV
”) portfolio, overseeing 400 assets across 60 countries. She was instrumental in
optimising asset performance, driving strategic growth and maximising value across bp’s global NOJV
business. In addition to her depth in safety and operational leadership, Sayma has significant experience in
energy transition, including carbon capture and storage (“
CCS
”), positioning her as a key leader in shaping the
future of sustainable energy.
Independent:
Yes
Committee membership:
Audit & Risk– Member
Annual report 2025 |
Energean
93
Environment, Safety & Social Responsibility – Member
Current external appointments:
Concordia Energy Limited – Chief Executive Officer
PRAGMA Advocacy Committee Member
Annual report 2025 |
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94
Corporate Governance Statement
Good corporate governance is essential to creating trust and engagement between us and our stakeholders, as
well as contributing to the long-term success of our strategy. The Board is committed to the highest standards
of corporate governance in accordance with the 2024 Corporate Governance Code (the “
Code”
), which the
Company is pleased to confirm it has complied with.
The Code is available at
www.frc.org.uk
. In this report, we describe our corporate governance arrangements
and explain how the Group has applied the principles of the Code. Where relevant, we signpost to other sections
of the Annual Report that provide further detail.
Board Leadership and Company Purpose is set out on pages 96-97.
Division of responsibilities is set out on pages 97-98.
Composition, Succession and Evaluation is set out on pages 98-99.
Audit, Risk and Internal Control is set out on page 99.
Remuneration is set out on pages 99-100.
Environment and sustainability governance is set out on pages 100-101.
Details of the Company’s engagement with employees, suppliers, customers and other key stakeholders
are set out in the Section 172(1) Statement on pages 80-83.
We also set out our governance structures to consider the impact our business has on climate change in line with
the recommendations of the Task Force on Climate-related Financial Disclosures (“
TCFD
”).
The Code includes new requirements in relation to risk management and internal control reporting, including
Provision 29. Provision 29 applies for accounting periods beginning on or after 1 January 2026. It is not effective
for the year ended 31 December 2025. The Board has continued to develop its approach to risk management
and internal control, and to report progress on readiness as part of its wider governance and assurance
programme.
Company purpose and values
The Company’s purpose, vision and values are communicated to employees through regular engagement such
as team and town hall meetings, messages from the CEO, and through our intranet where Group policies and
resources can be accessed.
Purpose
Energean’s purpose is to enhance energy security and promote socio-economic development across the EMEA
region, through the safe, efficient and responsible development of hydrocarbon resources. Through disciplined
investment, operational excellence and proven execution, we support domestic prosperity in our host nations
and deliver durable, long-term value for our shareholders.
Our values
Energean seeks to fulfil its vision by endeavouring to adhere to the following values:
Responsibility in all our actions and areas where we conduct our business.
Excellence in everything we do; deploying best practices to achieve profitable and sustainable growth.
Integrity; respecting our shareholders, employees and business; promoting transparency and
accountability; cultivating a unique corporate sustainability culture.
Commitment to a talented workforce; investing in our people’s development.
Caring for the environment; reducing our environmental footprint.
Engagement with local communities; meeting their expectations and needs.
We believe that putting our values into practice will help us create long-term benefits for shareholders,
customers, employees, suppliers and the communities we serve.
Annual report 2025 |
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95
Board and committee attendance
Type and number of meetings held during the year:
Director
Board (7)
Audit &
Risk (5)
Remuneration
& Talent (5)
Nomination &
Governance (3)
Environment,
Safety & Social
Responsibility (3)
Karen Simon
7
5
3
3
Matthaios Rigas
7
Panagiotis Benos
7
Andrew Bartlett
48
7
5
3
3
Efstathios Topouzoglou
7
3
3
Amy Lashinsky
49
0
1
1
0
Kimberley Wood
7
5
3
Andreas Persianis
7
5
5
Martin Houston
7
5
3
3
Sayma Cox
50
6
4
3
In his capacity as the Senior Independent Non-Executive Director, Andrew Bartlett has a standing invite to
attend the meetings of the Environment, Safety & Social Responsibility Committee and prior to his appointment
to the Remuneration & Talent Committee, he had a standing invitation to attend those meetings.
The Board has a formal schedule of matters that can only be decided by the Board, which is reviewed regularly.
During the year, the Board approved an updated Schedule of Matters Reserved for the Board and approved
updated terms of reference for certain Board Committees, as part of regular governance framework review.
The key matters considered by the Board in 2025 were:
Growth
projects
including
the
Katlan
development
Operational
performance
and
reliability
in
Israel,
including production planning
Approval of the 2024 Annual Report
Approving the Group 2026 budget
Payment of the Company’s interim dividends
Croatia development approvals (including FID for the
Irena gas field development)
Strategic decisions on capital expenditure and
approval of material contracts
Group
ESG
strategy
and
reporting
requirements,
including
ongoing
monitoring
of
environmental
performance and emissions metrics
HSE performance
The impact of the security situation in Israel
48
Andrew Bartlett was appointed to the Remuneration & Talent Committee with effect from 1 March 2025. The number of possible
Remuneration & Talent Committee meetings Andrew Bartlett could have attended was 3.
49
Amy Lashinsky resigned as a Non-Executive Director of the Company on 28 February 2025 and therefore left the Audit & Risk
Committee, the Remuneration & Talent Committee and the Environment, Safety & Social Responsibility Committee with effect from 28
February 2025. The number of possible Audit & Risk Committee meetings Amy Lashinsky could have attended was 1, the number of
possible Remuneration & Talent Committee meetings was 2, the number of possible Environment, Safety & Social Responsibility
Committee meetings was 0, and the number of possible Board meetings was 1.
50
Sayma Cox was appointed as an Independent Non-Executive Director of the Company on 1 March 2025 and was appointed to the Audit
& Risk Committee and the Environment, Safety & Social Responsibility Committee with effect from 1 March 2025. The number of possible
Audit & Risk Committee meetings Sayma Cox could have attended was 4 and the number of possible Environment, Safety & Social
Responsibility Committee meetings was 3.
Annual report 2025 |
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96
Material contracts and acquisitions, including the
signing of new GSPAs in Israel and the strategic
entry into offshore Angola
Compliance with statutory and regulatory obligations
Financial reporting and controls
Business development including the Block 2 farmout
Material litigation
Review and approval of new and updated Group policies
Executive remuneration including the renewal of
the Remuneration Policy
Receiving updates and monitoring progress on the
Group’s activities in carbon storage
The continued integration and review of the
Group Enterprise Risk Management (“
ERM
”)
system (including formal effectiveness reviews
and risk survey outcomes)
Board and Committee composition and succession
planning (including changes to Directors and senior
governance roles)
Economic Crime and Corporate Transparency
Act 2023 readiness, including “failure to prevent
fraud”
oversight, identity verification planning
and related policy approvals
Termination of the proposed strategic sale of the
Company's portfolio in Egypt, Italy and Croatia
Board leadership and Company purpose
The Board’s primary role is to promote the long-term sustainable success of the Company and to ensure that
value is being generated for shareholders as well as contributing to wider society. This is carried out through
detailed reviews by the Board of the Company’s investment plans, funding plans and corporate social
responsibility strategy. Details of the Company’s corporate social responsibility commitments and actions are
found on pages 54-56.
As required by the Code, the Board is required to consider and assess the risks the business faces, and is assisted
in this process by the Audit & Risk Committee. The Group’s principal risks and uncertainties, which provide a
framework for the Audit & Risk Committee’s focus, are discussed on pages 69-79. The Environment, Safety &
Social Responsibility (“
ESSR
”) Committee ensures that a key pillar of the Company’s strategy (sustainability and
the commitment to net zero by 2050) is monitored and assessed in a single forum that then reports on its
activities to the Board. For details on the ESSR Committee’s activities, see pages 113-115. The sustainability of
the Company’s business is considered further on pages 11-13 of the Strategic Report.
As part of the Company’s contribution to wider society, the Board was again pleased to see the progress that
the Company has made during 2025 in furtherance of its commitment to the UN’s Global Compact campaign
(as can be seen through the embedding of the vast majority of UN SDGs into our operations and broader ESG
strategy) and pledge to achieve net zero emissions by 2050. Sustainalytics ESG, Bloomberg and MSCI have all
maintained their highly positive assessment of our ESG impact, with MSCI rating Energean as AAA.
Furthermore, the Remuneration & Talent Committee again included targets to reduce emissions in the short-
term and long-term incentive plans. This continues to mean that the incentive plans in the Company have
targets relating to reducing emissions, demonstrating the Company’s commitment to creating value through
sustainable development, taking into account the environmental aspects of its business. Further details of
activity in relation to protecting and minimising impact on the environment can be found on pages 42-46.
Since IPO in 2018, Energean has grown from its foundations in Greece, to become the largest independent E&P
operator in the East Mediterranean, with production averaging 154 Kboe/d in 2025 from six countries. We have
developed into a long-term upstream operator, with 2P reserves of around 1 billion boe and a reserves life of
over 18 years. The Company is also proud of its health and safety record, further details of which can be found
on pages 46-51.
Kimberley Wood was appointed as the workforce Board representative with an effective date of 1 March 2025
following the resignation of Amy Lashinsky as a Director. Employees can confidentially email Kimberley Wood
to raise any issues, to the extent appropriate. In addition, the Group has a whistleblowing policy in place for
Annual report 2025 |
Energean
97
which the Audit & Risk Committee has overall responsibility. Further details on the Group whistleblowing policy
are contained within the Audit & Risk Committee report, which can be found on page 102.
The Board receives a monthly report which includes updates from the Group HR Director on staff-related
matters and has a direct line of communication if required. The Company is committed to investing in its
workforce and employees are able to submit requests for training to enable them to pursue professional
training in their respective areas, which is funded by the Company. Employees are also able to benefit from
study leave to give them adequate time to study for these qualifications. The Company has also rolled out e-
learning modules for employees to further develop their knowledge in key corporate matters such as anti-
bribery and corruption and has a centralised point of access for training covering a wide range of topics
relevant to our employees such as leadership, safety, sustainability, diversity and inclusion, as well as courses
related to soft and technical skills. Eligible employees also benefit from pensions contributions at rates that,
under the Remuneration Policy, are used as the basis to align Executive Directors’ pension contribution rates to
the wider workforce. Eligible employees are also able to benefit from two share plans: the Deferred Bonus Plan
and the Long-Term Incentive Plan. Further details on employee-related matters are found on pages 52-54.
The Board also monitors the Company culture and includes culture-related metrics in the Company’s annual
bonus plan. During 2025 these metrics included diversity, equity and inclusion (“
DEI
”) performance. Goals
relating to culture are also included in the 2025 bonus scorecard and the Board and the Remuneration & Talent
Committee will continue to monitor and track progress against these objectives.
The Company remains committed to its approach to DEI, and the Company’s DEI Policy aligns with Principle J
of the Code to promote diversity, inclusion and equal opportunity in appointments and succession planning and
without referencing specific diversity characteristics.
Each year the Company welcomes shareholders to its Annual General Meeting (“
AGM
”), which provides a
unique opportunity to ask questions to the Board. The results of the voting on each resolution proposed to the
meeting are published via the Regulatory News Service and through the Tel Aviv Stock Exchange news service.
Additionally, the Chair of the Remuneration & Talent Committee, by way of a letter to shareholders sent in
March 2025, sought feedback on the proposed changes to the Remuneration Policy in advance of its renewal
at the 2025 AGM. Feedback received during this consultation was considered by the Committee and more
information on this matter is set out on page 125.
Division of responsibilities
The Board currently comprises:
The Chair (who was independent upon her appointment).
Two Executive Directors (Chief Executive Officer and Chief Financial Officer).
One Senior Independent Non-Executive Director.
One Non-Executive Director (Efstathios Topouzoglou).
Four Independent Non-Executive Directors.
The independence of Mr Topouzoglou was tested against the criteria set out in Provision 10 of the Code. Whilst
he is considered to be independent in character and judgement, he is not deemed to be independent by
reference to the criteria set out in the Code, as a result of being a significant shareholder, owning approximately
9.05% of the shares of the Company (through his indirect holdings in both Oilco Investments Ltd. (through
Trustena GmbH as trustee to the family trust “The Energy Trust”) and HIL Hydrocarbon Investments Ltd.).
There is a clear division of responsibilities of the Chair, the Executive Directors and the Non-Executive Directors.
The roles of Chair and Chief Executive Officer are separate, and the responsibilities clearly defined. It is the
Chair’s responsibility to provide leadership of the Board and set the Board agenda, as well as to ensure that the
Board is provided with accurate, timely and clear information in relation to the Group and its business. The Chief
Executive Officer is responsible for setting the overall objectives and strategic direction of the Group as well as
having day-to-day executive responsibility for the running of the Company’s business. The Chief Executive
Officer is supported by the Executive Committee which meets weekly and comprises business and functional
heads, further details of which can be found in the Nomination & Governance Committee report, which can be
found on page 116. The Chair and Chief Executive Officer share responsibility for the representation of the
Company to third parties.
Annual report 2025 |
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98
As detailed on page 95, the Board met seven times throughout the year, which is deemed to be sufficient, given
the size and complexity of the Company’s operations.
The Chair leads the Board and is responsible for its overall effectiveness in directing the Company. The Chair is
committed to promoting a culture of openness and debate. The Board provides rigorous challenge to
management and such challenge is supported and facilitated by the Chair. The Directors have strong
experience in the sector in which the Company operates (and seeks to operate) and have a broad range of
business, commercial and governmental experience. The Board is supported by the Company Secretary who is
also Secretary to all the Board Committees. This ensures effective information flow between the Board and its
Committees. Each Committee reports to the Board at the next Board meeting following its own meeting, so that
the Board is kept up to date on key matters being dealt with. The Board benefits from the use of an electronic
Board portal system to assist with the timely production of Board papers and reviewing key Company policies
throughout the year. The Board has unfettered access to Senior Executives at the Company and is fully
supported by the Company Secretarial team.
Every month, whether or not a Board meeting is scheduled, the Board receives a comprehensive report from
management on the business’s performance, which keeps the Non-Executive Directors informed on all the key
issues; and Board members are able to ask management questions on any matter. The Board schedules monthly
calls in months where no Board meeting is scheduled.
Each Board appointment is for an unlimited term, subject to being re-elected as a Director at each AGM. A
Non-Executive Director or the Company may terminate the appointment at any time upon three months’
written notice. These appointments are subject to the provisions of the Articles of Association, the Code, the
Companies Act and related legislation. The role of the Senior Independent Non-Executive Director, Andrew
Bartlett, is to provide a sounding board for the Chair and to serve as an intermediary for the other Directors
when necessary. The Senior Independent Non-Executive Director is available to shareholders if they have
concerns which contact through the normal channels of Chair, Chief Executive Officer or Chief Financial Officer
has failed to resolve, or for which such contact is inappropriate.
Composition, succession and evaluation
The Nomination & Governance Committee keeps the succession plans for Directors and senior management
continuously under review, including by reference to the present composition of the Board and each member’s
skills and individual performance. In support of this review, the Nomination & Governance Committee also
considers a Board skills matrix, which is used to assess the range and balance of skills, experience, committee
responsibilities and other relevant attributes across the Board. More information on this matter is set out on
pages 116.
In 2025, the Nomination & Governance Committee oversaw changes to Board and Committee composition. On
28 February 2025, Amy Lashinsky stepped down from the Board and Sayma Cox was appointed to the Board
with effect from 1 March 2025. The following appointments were made as a result of the change in Board
composition, all effective from 1 March 2025:
Sayma Cox was appointed to the Audit & Risk Committee and the Environment, Safety & Social
Responsibility Committee.
Andrew Bartlett was appointed to the Remuneration & Talent Committee.
Kimberley Wood, Chair of the Remuneration & Talent Committee, was appointed as the Non-Executive
Director responsible for engagement with the workforce.
Details of these Board and Committee changes can be found in the Nomination & Governance Committee
report on page 116.
In the second half of the year, in accordance with Provision 21 of the Code, the Chair, the Board, its Committees
and the individual Directors were subject to an internally facilitated formal and rigorous review of their
performance, further details of which are contained in the Nomination & Governance Committee report on
page 122. The results were reviewed by the Nomination & Governance Committee and discussed with the
Board. Both the Nomination & Governance Committee and the Board were satisfied that each Director
continues to contribute effectively.
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99
The Board is satisfied that the Directors have the right combination of skills, experience and knowledge to assist
the Company in achieving its long-term goals and that the skills matrix supports the Board’s ongoing
assessment of capability, succession planning and areas for further development.
During 2026, as required by the Code, the Chair, the Board, its committees and individual Directors will be
subject to an externally facilitated performance review of the Board, and the Nomination & Governance
Committee will report on its findings and steps taken to act on any findings.
The Board was formally constituted just prior to the Company’s listing on the London Stock Exchange in March
2018, therefore, by the end of 2025, no Independent Non-Executive Director had served more than eight years
whilst the Company has been listed.
Karen Simon, Chair of the Board and the Nomination & Governance Committee, Andrew Bartlett, Chair of the
Audit & Risk Committee and Senior Independent Non-Executive Director, and Efstathios Topouzoglou, Non-
Executive Director, were all appointed as Directors of Energean plc in 2017 prior to its listing on the London
Stock Exchange and are in their ninth year on the Board and their eighth year since the Company was listed.
Audit, risk and internal control
The Board established the Audit & Risk Committee upon admission to the London Stock Exchange, which, during
2025, comprised Andrew Bartlett, Andreas Persianis, Martin Houston and Amy Lashinsky, who served as a
member until her resignation on 28 February 2025. Following the resignation of Amy Lashinsky on 28 February
2025, Sayma Cox was appointed to the Committee with effect from 1 March 2025, the date of her appointment
to the Board. All Committee members who served during 2025 are Independent Non-Executive Directors. The
Board is satisfied that Andrew Bartlett and the Committee as a whole have relevant experience to the sector in
which the Company operates. The main roles and responsibilities of the Committee are set out in its terms of
reference, which are available to download at
www.energean.com
or available upon request from the
Company Secretary.
As part of its responsibilities, the Committee has formal and transparent policies in place to ensure the
independence and effectiveness of the internal and external audit functions and to satisfy itself on the integrity
of the Company’s financial and narrative statements. The Audit & Risk Committee reviews and monitors the
internal control framework and ensures that a robust assessment of the Group’s principal risks has been
undertaken. Further information about the Committee’s roles, responsibilities and activity is detailed on page
99 and further details on the Risk Management process are found on pages 65-79.
This Annual Report includes a number of disclosures that set out the Company’s position and prospects. The
Statement of Directors’ Responsibilities confirms that the Directors believe those disclosures and the Annual
Report and Accounts, taken as a whole to be fair, balanced and understandable and the auditor, Ernst & Young
LLP, has given its opinion which can be found on pages 151-163.
Remuneration and talent
The Board established the Remuneration & Talent Committee as part of the admission process in March 2018.
During 2025 the Committee members were Kimberley Wood, Karen Simon, Andrew Bartlett and Andreas
Persianis. Andrew Bartlett was appointed to the Committee on 1 March 2025, following the resignation of Amy
Lashinsky on 28 February 2025.
Kimberley Wood, Andrew Bartlett and Andreas Persianis are Independent Non-Executive Directors and Karen
Simon was considered independent upon her appointment as the Company’s Chair. Kimberley Wood is also the
Non-Executive Director responsible for engagement with the workforce and ensures that the views of the
workforce are taken into consideration in Board decision-making.
The Committee has delegated responsibility for determining policy for Executive Director remuneration and
setting the remuneration for the Chair, Executive Directors and senior management. In addition, it reviews
workforce remuneration and related policies, and the alignment of incentives and rewards with culture, taking
these into account when setting the policy for Executive Director remuneration. The Company has in place a
Long-Term Incentive Plan (“
LTIP
”) for the Executive Directors and senior management, which is designed to
promote the long-term success of the Company by assessing performance over three years, and is linked to
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100
absolute and relative share price performance against a peer group of other companies, as well as to emission
reductions.
Furthermore, the Company has in place an annual bonus scheme which incentivises management to progress
with measures in 2025 related to operations, financial, strategy and growth, safety, and ESG and culture. This
further aligns the Executive Directors with the long-term interests of the shareholders.
The members of the Remuneration & Talent Committee are required to exercise independent judgement and
discretion when authorising remuneration outcomes, with regard to Company and individual performance and
wider circumstances. No Director is involved in deciding their own outcome; and when discussing fees for the
Chair, Karen Simon recuses herself from these discussions.
The Remuneration Policy was renewed at the 2025 AGM and took effect from the conclusion of that meeting.
Prior to the Board’s recommendation to renew the Remuneration Policy, the Remuneration & Talent Committee
undertook a review of the existing Remuneration Policy (renewed in 2024) and, in accordance with Principle D
of the Code, conducted a shareholder consultation exercise in early 2025 with material shareholders with
respect to the limited changes that were being considered. The consultation covered two proposed adjustments
to the remuneration approach for Executive Directors; however, only one change required an update to the
Remuneration Policy, namely an increase in the maximum LTIP award opportunity from 200% to 300% of salary
(the first increase in the Policy’s LTIP maximum since the Company’s IPO in 2018). The Committee also sought
shareholder perspectives on proposed Executive Director salary adjustments, although these did not form part
of the Remuneration Policy. Further details of the role and activities of the Remuneration & Talent Committee
and the Remuneration Policy are found on pages 125-142 of this report.
Environment and sustainability
Board oversight
Energean acknowledges climate change as an important global challenge and addresses this as a principal risk.
This is reflected in our strategy, and we apply all our governance processes to environment and sustainability
issues. Responsibility for the governance of environment and sustainability issues within Energean ultimately
rests with the Board. To reflect the importance of climate change-related risks and opportunities, the ESSR
Committee has taken over responsibility for environment and sustainability matters on behalf of the Board. The
Board is also charged with reviewing investments for climate-related risks (among other risks).
The Committee evaluates Energean’s policies and frameworks for identifying and addressing ESG risks,
including those related to climate change, while recommending appropriate mitigation strategies. It also
ensures compliance with relevant regulatory requirements and international best practices, closely tracking
political and regulatory developments at global, EU-wide and national levels. The ESSR Committee further
ensures Energean’s compliance with relevant regulatory requirements and/or applicable international
standards and guidelines. The Committee follows political and regulatory discussions and developments on an
international, EU-wide and national level on a variety of environmental and sustainability issues, including
energy, climate and environment, and industrial trends, etc.
The ESSR Committee convenes a minimum of three times a year and, when the Committee meets before a
Board meeting, reviews the Board papers on Energean’s carbon emissions performance and KPIs where
possible.
In addition, the Audit & Risk Committee looks at climate change-related issues, to ensure the identification of
multi-disciplinary risks (including climate change-related risks), which may impact more than one part of the
Company. The Audit & Risk Committee is responsible for ensuring that measures to mitigate and adapt to the
risks identified are effective and implemented as necessary.
The Remuneration & Talent Committee has responsibility for the annual directors’ bonus targets, LTIPs and the
overall Remuneration Policy. Both the annual directors’ bonus targets and the LTIPs link executive bonuses to
the achievement of emissions targets.
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101
Management oversight
The Board sets the Company’s values and standards, including the Group’s long-term objectives and
commercial strategy, and ensures that its obligations to its shareholders and others are understood and met.
Day-to-day responsibility and accountability for the Company’s climate change policy, environmental and
sustainability strategy, and targets related to short-, medium- and long-term plans ultimately lie with the CEO.
The Group Technical Director and the Group HSE Director are responsible for identifying and evaluating both
business and climate-related risks, and in coordination with the CEO, for formulating strategies and endorsing
action plans aimed at managing and mitigating these risks effectively. Additionally, the CEO supervises the
Company’s overall environmental performance and establishes expectations and targets for climate
performance. Discussions pertaining to climate change and the transition to sustainable energy with the Board
are also conducted by the CEO. Please refer to pages 113-115.
The Group Technical Director is responsible for managing operational aspects related to climate change,
reporting directly to the CEO and providing regular updates to the Board. Development and implementation of
Energean’s Corporate HSE and Climate Change Policy, as well as designing training programmes and drills
across the organisation to enhance safety, environmental and climate change awareness, rest with the HSE
Director. The HSE Director also keeps abreast of technological advancements and opportunities to support the
achievement of defined climate change targets. Ensuring alignment with the Company’s net-zero 2050
objective falls under the purview of the HSE Director. Monitoring Energean’s carbon emissions across all assets
and defining emission factors used by the financial team to gauge the financial implications of climate change
on the Company’s portfolio are additional responsibilities. Moreover, the HSE Director collaborates with
Energean’s financial, economic and technical departments to assess climate-related risks and opportunities
comprehensively.
Board expertise
To ensure Energean’s Board remains up to date on the most pertinent environmental and sustainability
developments and to further enhance their knowledge and skills in relation to those issues, Energean consults
with industry experts on a regular basis and both the HSE Director and senior members of the management
team proactively interact with Board members to provide necessary information and further insights on
specific climate change-related issues affecting the Company.
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102
Audit & Risk Committee Report
Andrew Bartlett – Chair of the Audit & Risk Committee
I am pleased to present this Audit & Risk Committee Report for the year ended 31 December 2025, which sets
out the role and work of the Committee during the year and key areas of focus for 2026. This report outlines
how the Committee has continued to support the Board in fulfilling its oversight responsibilities, including those
in the key areas of financial reporting, external audit, internal audit, effectiveness of the risk management
framework and internal controls, as well as consideration of ethics and compliance matters. I would like to thank
my fellow Committee members for their strong commitment and dedication throughout the year.
2025 has been a year of significant development for the Committee. The proposed strategic sale of the
Company’s portfolio in Egypt, Italy and Croatia (the “
Strategic Sale
”) was terminated in March 2025. As a
result, the Committee focused its attention on addressing the accounting and reporting implications associated
with the retention of these assets.
Additionally, the Committee devoted substantial time to preparing for the implementation of the revised
Provision 29 of the 2024 UK Corporate Governance Code (the “
New Provision 29
”), which takes effect for
financial years beginning on or after 1 January 2026, and to initiating the external audit tender process, which
will conclude in 2026, in preparation for the appointment of a new auditor for the financial year ending 31
December 2027.
In the second half of the year, the Committee also held a deep dive on non-operated assets and Joint Ventures,
with particular focus on governance, information rights and the year-end reporting implications of
developments in Italy.
The Committee also increased its focus on outcomes-based reporting and evidence discipline in narrative
disclosures, including through the verification of controls-related statements and refinement of recurring
reporting (for example, liquidity and covenants reporting) to support clearer Board oversight and external
scrutiny.
Membership of the Committee
The members of the Audit & Risk Committee during the year were myself, Andreas Persianis, Amy Lashinsky
(who served as a member of the Committee until her resignation from the Board on 28 February 2025), Martin
Houston and Sayma Cox (who was appointed to the Committee with effect from 1 March 2025).
As at 31 December 2025, the Committee composition was Andrew Bartlett (as Chair), Andreas Persianis, Martin
Houston and Sayma Cox.
The Board remains satisfied that the Committee has recent and relevant financial experience, affirming that
the Committee collectively bring a wide knowledge and sufficient experience of the oil and gas sector, aligning
with the UK Corporate Governance Code’s standards. Furthermore, all members of the Committee hold
positions as Independent Non-Executive Directors, ensuring compliance with the Code. Detailed profiles
outlining the skills and experiences of the Committee members can be found on pages 88-93.
Any member of the Committee, the Company’s external auditor, the Head of Internal Audit or the Head of
Compliance may call a meeting should they deem it necessary. The Committee met with the external auditor on
several occasions without management presence. The Chair of the Board, the CFO, the external audit partner,
Head of Compliance and Head of Internal Audit attend meetings by standing invitation; the Company Secretary
acts as Secretary to the Committee. Additionally, the Committee Chair conducts frequent private discussions
with the CFO, senior Finance team members, the Head of Internal Audit and the External Audit team. These
sessions are designed to maintain open and informal communication channels, facilitating the opportunity for
these officers to express any concerns outside of the scheduled meetings.
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103
Attendance at meetings
The Committee met five times during the year, and attendance at these meetings is set out below:
Director
Number of
meetings
entitled to
attend
Number of
meetings
attended
Andrew Bartlett
5
5
Amy Lashinsky
1
1
Andreas Persianis
5
5
Martin Houston
5
5
Sayma Cox
4
4
Terms of Reference
The Committee undertook its annual review of its Terms of Reference during the year and concluded that they
remained fit for purpose, with no material changes proposed. In addition, the Committee kept its annual
forward agenda under review during the year to ensure that sufficient time was allocated to year-end
reporting, key judgement areas and emerging matters.
Role of the Committee
The Committee’s role is to assist the Board in discharging its responsibilities in relation to:
Financial reporting, including:
monitoring the integrity of the Group’s annual and half-year financial statements and any other
formal announcements relating to the Group’s financial performance and reviewing significant
financial reporting judgements contained in them; and
advising the Board whether, in the Committee’s view, the Annual Report taken as a whole is fair,
balanced and understandable, and provides the information necessary for shareholders to assess
the Group’s position and performance, business model and strategy.
Risk management and internal control, including evaluating the effectiveness of the system of risk
management and internal controls framework in relation to the financial reporting process; on behalf of
the Board, monitoring and reviewing the effectiveness of the risk management and internal control
framework (covering all material controls, including financial, operational, reporting and compliance
controls) and reporting on the principal risks facing the Company and how they are managed or
mitigated as well as reporting on the procedures in place to identify and manage emerging risks. In 2025,
this role was enhanced to encompass preparatory work for the Board’s declaration on the effectiveness
of material controls under the New Provision 29 of the 2024 Code, applicable from 1 January 2026.
External audit, including assessing the performance and effectiveness of the external auditor, review of
their independence and objectivity, advising the Board on the appointment, re-appointment or removal
of the external auditor, reviewing reports from the reserves auditors, and overseeing the external audit
tender process for the appointment of a new auditor from 2027.
Internal audit, including approving the Internal Audit Function’s remit and annual internal audit plan to
ensure alignment with the key risks of the business and reviewing the effectiveness and follow-up of
internal audit within the Group. The Head of Internal Audit and the Head of Compliance are extended
standing invitations to all Committee meetings.
Compliance, whistleblowing and fraud, including assessing the adequacy and security of the Company’s
whistleblowing arrangements for its employees and contractors to raise concerns, in confidence, about possible
wrongdoing in financial reporting or other matters, suggesting amendments to the Whistleblowing Policy where
appropriate, and ensuring that these arrangements allow for proportionate and independent investigation of
such matters and appropriate follow-up action. Additionally, the Committee reviews annually the Company’s
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104
procedures for detecting fraud and the Company’s systems and controls for ethical behaviour and the
prevention of bribery and modern slavery, receiving regular reports on the implementation of the anti-bribery
and corruption programme.
To view the Audit & Risk Committee’s Terms of Reference, please visit the Company’s website
www.energean.com
.
The Audit & Risk Committee stays informed about regulatory developments in financial reporting through
regular updates provided by the Committee’s advisors.
The Committee also considered relevant regulatory developments affecting governance, risk and control
expectations, including developments relating to the Economic Crime and Corporate Transparency Act and
associated fraud prevention expectations, and ensured that appropriate training and implementation steps
were being progressed.
Key matters considered in relation to the consolidated financial statements
The Audit & Risk Committee dedicated attention to several key financial judgements and reporting matters
during the preparation of the full-year results and the Annual Report. Following its review, the Committee was
satisfied with how each of the areas below was addressed. As part of this assessment, the Committee received
reports, requested and received clarifications from management, and sought assurance and received input
from the external auditor.
Specifically, the Committee deliberated on the following areas:
The Committee scrutinised technical reports from management and insights from external specialists,
ensuring the completeness of information and consistency of reserves volumes across accounting
processes.
The Committee assessed the Group's approach to impairment indicators and the calculation of value-
in-use for producing oil and gas assets. This involved reviewing and challenging management’s key
assumptions regarding reserves estimates, future oil and gas prices, and discount rates. The Committee
gave particular consideration to the geopolitical situation in Israel and its potential impact on asset
valuations, including the temporary suspension of production ordered by the Ministry of Energy and
Infrastructure in June 2025 and again in February 2026 due to regional escalation. The Committee
considered the significant reduction to reserves available to the Cassiopea field in Italy and reviewed
management’s impairment assessment for the asset. The Committee concurred with the impairment
charge of $286 million recognised in respect to the Cassiopea cash-generating unit reflecting the revised
production outlook.
The Committee assessed management’s conclusion regarding the Group’s continued control and
recognition of the Cassiopea asset following the suspension of lifting and the ongoing dispute with the
operator. The Committee concurred with management’s conclusion that the suspension of lifting
represents a temporary restriction on access to production and does not constitute a loss of control of
the underlying asset. Accordingly, the asset continues to be recognised within property, plant and
equipment.
Exploration and evaluation assets under IFRS 6 were reviewed, and the rationale for impairment was
discussed with management, considering the intent to develop or extract value from discoveries.
Particular attention was given to Gemini, a new exploration project in Italy, that the Group decided not
to proceed with. As a result, a full impairment of the exploration asset was recorded, which the
Committee was satisfied with.
In light of identified impairment indicators within the Group, the Committee challenged whether
investments in subsidiaries held by the parent company, along with intragroup loans issued to other group
companies, were subject to any impairment. Special attention was given to the consistent application of
assumptions across the Group, including the stand-alone financial results of Energean plc.
The Committee examined the Company’s approach to accounting for decommissioning provisions,
conducting a thorough assessment encompassing technical and financial perspectives. This included a
review of the decommissioning process, regulatory framework, energy transition impacts, and related
accounting treatment and assumptions. Additionally, the Committee concurred with the disclosures on
decommissioning provisions in the financial statements. The Committee also considered the timeliness
and completeness of external inputs and hand-offs affecting the year-end close process for
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105
decommissioning matters,
and requested improvements to planning and coordination to support timely
reporting.
Following the termination of the Strategic Sale in March 2025, the Committee gave detailed
consideration to the reversal of the discontinued operations classification for the Egypt, Italy and Croatia
portfolio. The Committee reviewed the accounting treatment applied upon re-integration of these
operations as continuing operations, including the reversal of the held-for-sale classification, the re-
measurement of assets previously classified as held for sale, and the restatement of comparative
financial information. The Committee was satisfied with the accounting approach and the related
disclosures included in the Group financial statements.
Quarterly dividends declared in 2025 were assessed in line with the established dividend policy, with the
Committee supporting the decision based on reports from management regarding distributable reserves
and consideration of liquidity and leverage factors.
The Committee scrutinised the viability statement in the 2025 Annual Report and the going concern basis
of accounting, including an assessment of the Group’s capital, liquidity and funding position. Additionally,
the Committee evaluated principal and emerging risks, assessed the Group’s prospects in light of its
current position including the retention of the Egypt, Italy and Croatia portfolio, and reviewed disclosures
on behalf of the Board. The Committee supported the viability statement and management’s going
concern conclusion, and continued to review liquidity and funding matters, including cash deposits,
covenant compliance and key covenant headroom indicators, and requested enhancements to recurring
reporting to support effective oversight.
The Committee continued to consider the impact of the geopolitical situation in Israel and the wider
region on all of the above items and throughout the Annual Report and Accounts.
External auditor
Ernst & Young LLP (“
EY
” or the “
External Auditor
”) were appointed as auditor in 2018 and conducted their
initial audit for the year ended 31 December 2017. Energean plc became a Public Interest Entity in 2018 upon
admission to trading on the London Stock Exchange. Consequently, the Company must comply with Section
494A of the Companies Act 2006 regarding mandatory audit firm tender.
External audit tender
During 2025, the Committee commenced a formal mandatory competitive tender process for the appointment
of a new external auditor. In 2025 the Committee’s work focused on the preparatory stages of the tender
including approving the audit tender policy and timeline, and issuing formal invitations to tender to a shortlist of
eligible audit firms. The tender process will continue into 2026, with receipt and evaluation of detailed
proposals, presentations of shortlisted firms to the Committee and senior management, and a final
recommendation to the Board. The Committee intends to conclude the process and recommend the
appointment of a new auditor in sufficient time to allow for an orderly transition, with the successful firm to be
proposed for appointment at the 2027 AGM for the audit of the financial year ending 31 December 2027. A
transition period with the incoming auditor (if applicable) is anticipated to commence in advance of the formal
appointment to ensure continuity and quality. The Committee discussed the structure and governance for the
tender process, including establishing a steering committee in accordance with the audit tender policy.
Current year audit
The current lead audit partner is Paul Wallek. The fees paid to EY for their services in 2025 are detailed in Note
7 to the consolidated financial statements on pages 200-201.
The External Auditor attends each meeting of the Audit & Risk Committee and presents reports on their audit
procedures and findings, including the assessments of the appropriateness of management’s judgements and
estimates made by management and their compliance with UK-adopted International Accounting Standards.
The Audit & Risk Committee is responsible for overseeing the external audit plan. This includes monitoring the
independence and objectivity of EY, the quality of the audit services and their effectiveness, the level of fees
paid, approval of non-audit services provided by EY and re-appointment. During meetings held without
management present, the Committee reviews EY’s performance, with regular engagements between the
Committee Chair and the audit partner to discuss feedback.
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106
The Committee was satisfied that the audit plan was effectively executed, focusing appropriately on identified
key risk areas and challenging management’s assumptions, particularly in areas of significant accounting
estimates. It concluded that EY maintains its independence and objectivity, operates at a high standard, and
has recommended to the Board that EY be re-appointed as the External Auditor at this year’s AGM for the
financial year ending 31 December 2026.
Non-audit services
In order to safeguard the External Auditor’s independence and objectivity, the Group has in place a policy
setting out the circumstances in which the External Auditor may be engaged to provide services other than
those covered by the Group audit. The policy complies with the FRC’s Revised Ethical Standard for auditors,
published in January 2024 (effective December 2024), and is designed to ensure that any permissible non-audit
services do not compromise auditor independence and objectivity.
The policy sets out those types of services that are strictly prohibited and those that are allowable in principle
(permissible services). Any service types are considered by the Audit & Risk Committee Chair on a case-by-case
basis. This is reported by management to the Audit & Risk Committee who consider the services provided as
part of concluding on the auditor’s independence.
The types of non-audit services provided by the auditor during 2025 were as follows:
Climate change and sustainability assurance services provided by EY Greece.
Comfort letter in connection with the bond offering.
Agreed-upon procedures provided by EY Greece for a Greek Government loan.
Agreed-upon procedures in connection with a proposed capital reduction.
Tax and levy return certification services in Greece and Israel.
Interim review of consolidated financial statements for six months ended 30 June 2025.
Subscription to EY Atlas CE.
In all these cases, safeguards were adopted and reasons given as to why these safeguards were considered to
be effective. The Committee was satisfied that the independence of the External Auditor was not affected by
the performance of any of these services. The non-audit services provided were required by law and/or are
typically performed by the auditor. Furthermore, in each case there were business justifications for using the
External Auditor for non-audit services. The Chair of the Audit & Risk Committee agreed with each justification
before the service was carried out.
Further details on non-audit services are outlined in note 7 to the consolidated financial statements on pages
200-201.
Audit Committees and the External Audit: Minimum Standard
This Audit & Risk Committee Report details the Committee’s adherence to each provision of the Minimum
Standard over the past year, specifically within the “External Auditor” section of this report. An explanation of
the Group’s material accounting policies can be found on pages 171-188.
Throughout the year, there were no requests from shareholders for specific matters to be addressed in the
audit, nor were there any regulatory inspections concerning the quality of the Group’s audit.
Internal controls and risk management overview
The Audit & Risk Committee is responsible for the oversight of the Group’s system of internal controls, including
the risk management framework and the work of the Internal Audit Function. Details of the main features of
the risk management framework, including an overview of the relevant governance structures in place, how the
Company assesses risks, how it manages or mitigates them, and how the information is shared and
communicated throughout the organisation, are provided within the risk management section on pages 65-79.
At a Group level, a consolidated risk register, risk dashboard and report by the Head of Compliance who is
responsible for the Company’s ERM are reviewed and biannually debated by the Audit & Risk Committee, with
formal updates provided to the Board to ensure that they are satisfied with the overall risk profile, risk
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107
accountabilities and mitigating actions. The dashboard provides a view of the Company’s risk profile, key risks
and management actions, together with its movement on an inherent basis against last reporting period.
In 2025, the Board has carried out an assessment of the Company’s principal and emerging risks, considering
the nature and extent of the principal risks that the Group is willing to take to achieve its strategic objectives (its
“risk appetite”) and of the Company’s risk management activities and processes. This assessment reflected the
changed composition of the Group following the termination of the Strategic Sale and the re-integration of the
Egypt, Italy and Croatia portfolio, including the re-emergence of certain risks, notably receivables risk in Egypt
and risks associated with non-operated assets and joint ventures.
The Board of Directors reviewed the effectiveness of the risk management system during the reporting period
and subsequently approved its effectiveness on 18 March 2026.
The Group’s principal risks and uncertainties, which provide a framework for the Audit & Risk Committee’s
focus, alongside what procedures are in place to identify emerging risks, and an explanation of how these are
being managed or mitigated, are discussed on pages 69-79.
Preparation for the revised Provision 29 of the 2024 UK Corporate Governance Code
A major area of focus in 2025 was the Committee’s preparation for the enhanced requirements of the New
Provision 29, which takes effect for financial years beginning on or after 1 January 2026. Under the New
Provision 29, the Board will be required to provide a formal declaration on the effectiveness of the Company’s
material controls, covering financial, operational, reporting and compliance controls.
Building on the preparatory work commenced in 2024, the Committee oversaw the following activities during
2025:
The focus group led by the Head of Compliance and the Head of Internal Audit continued and expanded
its work, conducting walkthroughs of core business processes
across selected areas of the business, as
well as ensuring that appropriate training and awareness is provided at the Board and senior
management level.
The Committee endorsed management’s framework for identifying and defining “material controls” in
alignment with the Group’s principal risks, considering guidance from the FRC and best practices.
Risk Pilot sessions were conducted with the objectives of: breaking down the Organisation’s key risks into
their underlying causes/sub-risks, identifying relevant Key Risk Indicators (“
KRIs
”), defining the controls
in place, determining the periodic testing and assurance activities employed to monitor and validate
control effectiveness, obtaining feedback regarding third party assurance and reviewing activities that
enhance risk coverage.
The Committee oversaw the conduct of two Risk Pilots covering project delay risk and cyber risk, and agreed
that further pilots would be progressed during 2026 in areas including liquidity risk, and legal and regulatory
risk.
The Committee also supported continued use of a structured verification process for controls-related
statements in the Annual Report to ensure that key claims are supported by evidence and a clear audit trail
exists for external scrutiny.
The Committee is satisfied that the Group is well advanced in its preparations and is on track to comply with the
enhanced New Provision 29 requirements for the financial year beginning 1 January 2026.
Assessment of internal controls effectiveness
Throughout the year, the Audit & Risk Committee assessed the Group's internal controls to determine if any
significant failings or weaknesses required disclosure. The Committee focused on several critical areas:
1
Integration of Audit Engagements and Oversight: A high-level review was conducted to evaluate how
audit engagements, Board Committees’ oversight activities, and in-depth analyses are linked to the
Group’s key risks. This review confirmed that principal risk topics are appropriately considered and
escalated. The Committee has also recommended additional audit and review activities in targeted
areas to enhance risk coverage further.
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2
First Line of Defence Review: The Committee reviewed actions and activities undertaken by process
owners responsible for designing, implementing, operating and monitoring key financial controls.
3
Cyber Security and IT Projects: Alongside the Monthly Board Report, the Committee also receives at
each meeting, a regular update on cyber security and key IT projects. There were no significant cyber
incidents reported in the year. The Committee noted the continued effectiveness of the Managed
Detect and Respond (“
MDR
”) service introduced in 2024 and the ongoing investment in staff awareness
training and prevention measures.
4
Second Line of Defence Activities: Activities in the areas of Risk Management and Compliance were
examined, further details of which are provided on page 65-67.
5
Internal Audit Function Assessment: An evaluation of the Internal Audit Function’s effectiveness was
performed, confirming its independence and risk-based approach. This included an assessment of the
Internal Audit's involvement in the follow-up process, coordination with the first and second lines of
defence, and interactions with senior management and the Audit & Risk Committee.
6
Management Response to High-Risk Findings: The Committee reviewed high-risk rated findings
reported by Internal Audit, assessing the level of management’s attention to and progress in
remediating these issues.
7
Fraud Instances: The Committee reviewed the Company’s fraud risk assessment and monitoring
processes, and considered whether any instances of fraud had been identified or reported during the
year. No fraud incidents or instances were brought to the Committee’s attention during the year.
The Committee was satisfied that the risk management and internal controls systems operate effectively in all
material respects with no significant weaknesses identified and others remediated appropriately. The Board of
Directors approved the effectiveness of internal controls systems and the risk management system for the
reporting period on 25 November 2025 and 18 March 2026 respectively, following the Committee’s
recommendation.
Internal Audit
The primary objective of the Internal Audit Function is to provide independent and objective assurance on risks
and controls to the Board, the Audit & Risk Committee and senior management. Additionally, it assists the Board
in meeting its corporate governance responsibilities.
The Internal Audit Function plays a central role in the Group’s risk management and internal control system by
objectively and independently evaluating controls, governance, and risk management processes. Under the
coordination of the Head of Internal Audit, in collaboration with PricewaterhouseCoopers Business Solutions
S.A. (“
PwC
”), the function is responsible for facilitating relevant assurance and advisory engagements. This
includes proposing the involvement of external providers (subject matter experts) for specific audit activities
and presenting a risk-based annual audit plan to the Audit & Risk Committee for approval.
The Head of Internal Audit is responsible for prioritising and co-ordinating internal audit projects, facilitating
the communication between the Internal Audit Function, the Audit & Risk Committee, senior management and
process owners. Furthermore, the Head of Internal Audit comments on controls design and operating
efficiency, and escalates relevant issues when necessary. The Internal Audit Function also undertakes
engagements on an ad-hoc basis at the request of senior management and the Audit & Risk Committee. In 2025
there was one such ad-hoc engagement internally conducted, examining certain aspects of our offshore
operations in Israel.
PwC serves as the Group’s internal audit partner and, in 2025, the following activities were jointly undertaken
with the Energean Internal Audit Function:
Execution of internal audit engagements;
Periodic follow-up activities to assess the implementation of agreed-upon management actions;
Preparation of the risk-based annual Internal Audit Plan; and
Commentary on issues related to internal audit methodology, quality assessment of the Internal Audit
Function, and design and planning aspects of internal engagements.
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109
During the year, an independent external quality assessment of our Group Internal Audit Function was
conducted by Deloitte, in line with Global Internal Audit Standards and best practices. The assessment
concluded that the function generally conforms with the Global IA Standards, which is the top rating available.
This outcome demonstrates that our Group Internal Audit operates with integrity, objectivity and due
professional care and in alliance with globally recognised best practices, and thus effectively supports the
Board and Senior Management in maintaining, evaluating and improving the effectiveness of the
Organisation’s governance, risk management and control processes.
The Committee reviewed and challenged the Internal Audit Plan to ensure a focused and deliverable
programme aligned to key risks, considered the results of an external quality assessment of the Internal Audit
Function and approved updates to the Internal Audit Charter, Strategy and Manual aligned to the new Global
Internal Audit Standards. Furthermore, the Committee monitored progress in reducing the number of long-
open internal audit actions and strengthened the approach to ownership, closure and risk acceptance where
appropriate, to support effective remediation and accountability.
The Audit & Risk Committee’s members regularly meet with members of the Internal Audit Function to approve
areas to be assessed through internal audits, deep dives or Risk Pilot sessions throughout the year.
Deep dives involve direct meetings between the Audit & Risk Committee and the process owner(s) to discuss key
risks, business needs and critical gaps in the examined area. On the other hand Risk Pilots are structured risk
analysis exercises which, inter alia, aim to break down key risks and gather insights into key controls in place
and corresponding testing and assurance activities. This is done based on the feedback received by the Process
Owners, through relevant discussions, workshops and corresponding narrative documents. Risk Pilot sessions
are considered a key element of the Organisation’s New Provision 29 Framework.
The deep dive and Risk Pilot sessions conducted throughout the year on the following topics proved to be an
effective means of making progress and resolving matters efficiently:
JV and non-operated asset management practices for our Italian Operations
IT & Cyber security
Katlan development project
Egypt concession merger and receivables management.
The Committee also held several discussions regarding readiness for the New Provision 29. During 2025, the
following actions were undertaken:
Preparation of the relevant framework, including the overall approach, assignment of responsibilities
and development of timelines.
Development of the Key Controls Repository, which was validated through a dedicated Board survey.
Coordination of two Risk-Pilot sessions to strengthen the evidence base and enhance control-testing
discipline in line with the requirements of the New Provision 29.
The Audit & Risk Committee is responsible for reviewing and approving the role and mandate of the Internal
Audit Function, as reflected in the Internal Audit Charter. This includes approving annual internal audit plan,
reviewing it for any revisions and monitoring the budget and effectiveness of the Internal Audit Function. Each
internal audit report is delivered to the Audit & Risk Committee, and the status of follow-up action points is
reviewed against agreed deadlines.
In its annual assessment of the effectiveness of the Internal Audit Function, the Audit & Risk Committee:
Met with the Head of the Internal Audit without management present to discuss the function’s
effectiveness.
In cooperation with the Head of Internal Audit, examined the sufficiency of internal audit resources and
the involvement of subject matter experts in specific audit engagements.
Reviewed and re-assessed the annual Internal Audit Plan.
Monitored and assessed the role and effectiveness of the Internal Audit Function in the overall context of
the Group’s risk management policy.
Annual report 2025 |
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110
Reserves Committee
During the year the Reserves Committee met once to discuss the Group’s reserves auditing process and support
the Audit & Risk Committee in this domain. Given the significance of the matter, the Board received updates on
the reserve auditing process five times throughout the year, ensuring appropriate oversight. The reserves
assessment now encompasses the full Group perimeter, including the retained Egypt, Italy and Croatia
portfolio.
The Committee gave particular attention to the material reduction in Cassiopea reserves in Italy, which reflects
a revised technical assessment following the disappointing performance of the field rather than any change in
the underlying process or methodology. The reduction resulted in a significant impairment charge in the year.
The Committee satisfied itself that the reserves auditing process was conducted rigorously and in accordance
with applicable standards, and that the outcome - whilst materially different from the prior year position - is a
proper reflection of the best available technical evidence. No issues were identified with the process itself, and
the reserves assessment, with the assistance of the reserves auditors, was deemed effective. In 2025, the Audit
& Risk Committee received reserve reports from each country of operation and met online and partly in-
camera with their respective reserves auditors to assist with the year-end reporting process.
The Committee also considered the interaction between reserves reporting and covenant monitoring in Israel.
Fair, balanced and understandable assessment
The Audit & Risk Committee has advised the Board that in its view the 2025 Annual Report including the financial
statements for the year ended 31 December 2025, taken as a whole, is fair, balanced and understandable, and
provides the information necessary for shareholders to assess Energean’s position and performance, business
model and strategy. In making this assessment the members of the Audit & Risk Committee critically assessed
drafts of this Annual Report including the financial statements and engaged in discussions with management to
ensure compliance with these requirements. The Committee also assessed the principal and emerging risks, the
business model, financial review and key performance indicators to ensure these were representative and
consistent throughout the Report.
Key aspects of the assessment included:
Confirming that the contents of the Annual Report were consistent with information shared with the
Board during 2025 to support the assessment of Energean’s position and performance.
Ensuring that consistent materiality thresholds are applied for favourable and unfavourable items.
Receiving reports from management at Board and Board Committee meetings that the information
contained within the Annual Report was considered to be fair, balanced and understandable.
Taking into account comments from the external auditor.
Ensuring balanced prominence is given to non-GAAP measures relative to IFRS measures. Non-GAAP
measures are clearly defined, their inclusion justified and a reconciliation to IFRS measures provided,
starting with the most directly comparable IFRS measure.
Ensuring that the impact of the termination of the Strategic Sale and the re-integration of the Egypt,
Italy and Croatia portfolio is clearly and consistently presented throughout the report.
The Committee also supported management’s use of a structured verification process for selected controls-
related statements in the Annual Report to strengthen evidence traceability and consistency, and to support
readiness for external review.
Other activities
Whistleblowing arrangements
The Group has an Internal Whistleblowing Management System implemented in 2023 and the Committee at
each meeting receives an update from the Head of Compliance on the incoming whistleblowing reports and any
follow-up actions ensuring that these arrangements are efficiently operated and allow proportionate and
independent investigation of such matters and appropriate follow-up.
During the reporting year, there were no significant concerns or reports raised to the Committee, involving
fraud incidents or a material failure of the Company’s internal controls.
Annual report 2025 |
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111
The Committee continues to monitor the effectiveness of the whistleblowing arrangements and, being
cognisant of their responsibilities under Provision 6 of the Code, ensures that Non-Executive Directors remain
appropriately trained on their whistleblowing responsibilities and obligations.
The Committee also reviewed the effectiveness of whistleblowing arrangements in practice, including
consideration of matters raised through the reporting line and the mitigations implemented where appropriate,
and supported further work to test awareness and confidence in the arrangements through survey and
benchmarking activity.
Regulatory developments
Throughout 2025, the Audit & Risk Committee continued to prioritise understanding and implementing the
revisions introduced by the 2024 UK Corporate Governance Code. The most significant area of focus was the
preparation for the New Provision 29, as described in detail in the “Internal controls and risk management
overview” section above.
The Committee also monitored developments relating to the FRC’s Revised Ethical Standard 2024, which
became effective from 15 December 2024. Key changes included the simplification of certain requirements,
alignment with the IESBA Code of Ethics, and the introduction of a new targeted restriction on fees from entities
related by a single controlling party.
The Committee also monitored developments relevant to fraud prevention expectations and ensured that
appropriate steps were being progressed, including the development of a fraud incident response plan
designed to enable rapid action in suspected incidents and the planning of Director training on relevant
obligations.
Performance of the Committee
The performance of the Committee was reviewed as part of the internal Board performance review conducted
during the year. The review concluded that the Committee continues to operate effectively, with engaged
meetings and effective, robust challenge to the CFO and Finance team.
In the 2024 Annual Report, the Committee set out its priorities for 2025, including: enhancement of Internal
Controls and Risk Management processes in alignment with the New Provision 29; disposal accounting for the
portfolio in Egypt, Italy and Croatia; and site visits where appropriate.
I am pleased to report significant progress against these priorities. Whilst the Strategic Sale was ultimately
terminated rather than completed, the Committee devoted substantial time to addressing the complex
accounting implications of the termination, including the reversal of discontinued operations classification and
the re-integration of the Egypt, Italy and Croatia portfolio. The Committee has made substantial progress in
preparing for New Provision 29 compliance, with the material controls framework well advanced.
Our priorities for 2026
In preparing our agenda for 2026, the Audit & Risk Committee is setting specific focus areas beyond our
standard oversight responsibilities:
Complete the external audit tender process and make a recommendation to the Board on the
appointment of a new external auditor, ensuring an orderly transition plan.
Implement the 2026 programme of work for New Provision 29 readiness, including finalising the material
controls repository, confirming the testing approach across the three lines of defence, and obtaining
appropriate benchmarking input from external specialists.
Strengthen cyber resilience, including improving cyber security training completion rates, updating the
disaster recovery plan and undertaking an appropriate exercise to test preparedness.
Continue oversight of liquidity, treasury and covenant monitoring, including key risk indicators and
relevant covenant headroom tracking.
Maintain focus on fraud prevention arrangements, including embedding the fraud incident response plan
and delivering planned Director training.
Maintain oversight of key risks arising from non-operated assets and Joint Ventures and ensure that
related reporting and disclosures remain clear, balanced and appropriately evidenced.
Annual report 2025 |
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112
Attendance at AGM
As Chair of the Audit & Risk Committee, I will be in attendance at this year’s AGM due to be held in May in order
to answer any shareholder questions pertaining to the financial statements, the auditor’s report or any part of
this report.
Approval
This report in its entirety has been approved by the Audit & Risk Committee, and signed on its behalf by:
Andrew Bartlett
Audit & Risk Committee Chair
18
March 2026
Annual report 2025 |
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113
Environment, Safety & Social Responsibility Committee
Martin Houston, Chair of Environment, Safety & Social Responsibility (“ESSR”) Committee
It is my pleasure to introduce the ESSR Committee Report for 2025, which sets out its composition, role and
activities during the year. The Committee supports the Board’s oversight of health, safety, environmental and
social responsibility matters across the Group, including the quality and integrity of related external reporting,
the monitoring of serious incidents and related actions, and horizon scanning of emerging developments that
may affect the Group’s long-term sustainable success.
In this report we will also set out the areas of focus for the ESSR Committee for 2026.
Membership
The serving members of the ESSR Committee in 2025 were myself (as Chair), Efstathios Topouzoglou, Karen
Simon and Sayma Cox.
Amy Lashinsky began 2025 as a member of the Committee however, following her resignation from the Board
on 28 February 2025, Sayma Cox was appointed to the Committee on 1 March 2025. Amy Lashinsky was not
entitled to attend any meetings in 2025.
The Company Secretary acts as secretary to the Committee.
Meetings
The ESSR Committee met on three occasions during 2025 with attendance details set out below:
Director
Number of
meetings
entitled to
attend
Number of
meetings
attended
Martin Houston
3
3
Efstathios Topouzoglou
3
3
Karen Simon
3
3
Sayma Cox
51
3
3
Amy Lashinsky
52
0
0
Terms of Reference
In 2025, the Committee reviewed its Terms of Reference as part of the annual review cycle. The Committee
approved an update to include a short role statement at the start of the Terms of Reference, to align with the
approach taken across other Board committees. The Committee endorsed the new Terms of Reference, which
were subsequently approved by the Board at its meeting on 25 November 2025.
To view the ESSR Committee’s Terms of Reference, please visit the Company’s website
www.energean.com
.
51
Sayma Cox was appointed to the Environment, Safety & Social Responsibility Committee with effect from 1 March 2025. The number of
possible Committee meetings Sayma Cox could have attended was 3.
52
Amy Lashinsky resigned as a Non-Executive Director of the Company on 28 February 2025 and therefore left the Environment, Safety
& Social Responsibility Committee with effect from 28 February 2025. The number of possible Committee meetings Amy Lashinsky could
have attended was 0.
Annual report 2025 |
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114
Role of the Committee
The ESSR Committee plays a fundamental role in assisting the Board to fulfil its oversight responsibilities, and
monitors and tests the effectiveness of the Group's policies and internal control systems for identifying and
managing principal risks related to health, safety, the environment and corporate social responsibility including
relevant risk policies, systems, strategy and performance, and assesses the adequacy of systems and policies
to support compliance with regulatory requirements and international standards and guidelines.
The Committee also evaluates the impact of decisions on employees, communities and other stakeholders, and
oversees the quality and integrity of external reporting on these matters.
Additionally, the Committee oversees the development and execution of the Group's strategy in relation to
environmental, social matters and climate change. This involves ensuring the strategy is effective, aligned with
regulations and good practice, and integrated with the Group’s business plan and objectives. The Committee
also reviews the content, integrity and completeness of external statements and disclosures about strategy
activities and progress, including the Company’s annual Sustainability Report and monitors serious incidents
and related actions.
The Committee receives updates on the Company’s performance with key rating agencies. Furthermore, the
Committee receives updates from the Group’s HSE Director on health, safety and environmental matters, and
from the Company’s senior management for updates on the Company’s performance against its sustainability
and CSR goals. The Committee also advises the Board on emerging issues and developments that impact the
Group, and promotes the integration of environmental, safety and social responsibility considerations into the
Group’s long-term sustainable success.
Activities during 2025
HSE performance
A Committee priority for 2025 was to monitor and review performance and HSE systems to safeguard the
health and well-being of our employees and contractors.
The Committee received regular updates from the HSE Director and the Group Technical Director on Group-
level HSE performance and is pleased to report that in 2025, the Group had an outstanding safety record,
aligning with the previous year achieving a Lost Time Injury Frequency (“
LTIF
”) of 0.54 in all Energean operated
sites and 0.20 for employees and contractors
53
and a Total Recordable Injury Rate (“
TRIR
”) of 1.07 in all
Energean operated sites and 0.40 for employees and contractors
54
. This mirrors the exemplary performance
of the preceding year, showcasing a strong level of consistency. HSE performance is set out on pages 46-51.
The Committee continued to focus on safety culture and on improving the quality of leading indicators.
Management progressed work to introduce a qualitative overlay and to improve the clarity and consistency of
reporting, including clearer presentation of scope and time basis. Observation reporting remained a key
element of the Committee’s oversight of learning and continuous improvement.
The Committee discussed how process safety and asset integrity sit primarily within leading indicators and the
Committee requested the introduction of a more formalised asset integrity report to provide greater visibility
and assurance over safety and environmental critical elements. Following preparatory work across the assets,
management committed to bring a first asset integrity report to the Committee during 2026.
The Committee held a deep dive on Israel, which included discussion of how the HSE management system is
being applied to the Katlan project and the broader operating environment. The Committee welcomed the
participation of the Israel HSE leadership and discussed the importance of effective engagement, visibility of
controls and readiness for a busy period of activity. The Committee also discussed the regulatory environment
in Israel and the way in which certain events are required to be reported. The Committee reiterated its
53
No. per million hours worked for employees and contractors
54
No. per million hours worked for employees and contractors
Annual report 2025 |
Energean
115
commitment to maintaining high safety standards and to the ongoing implementation and monitoring of robust
and effective safety protocols to safeguard employees and the environment.
Path to net zero
In 2025, the Committee received updates from the HSE Director and Group Technical Director on the
Company's path to net zero and reviewed the Company’s strategy for achieving net zero by 2050, focusing on
the regulatory landscape and operational impacts. The Committee discussed integrating sustainability
commitments into the corporate strategy to benefit stakeholders and comply with new regulations.
ESG rating
Sustainalytics ESG, Bloomberg and MSCI have all maintained their positive assessment of our ESG impact, with
MSCI rating Energean as AAA.
The Company was awarded a Carbon Disclosure Project rating of “B” maintaining the rating achieved in the
prior year.
ESG and sustainability reporting
The Committee reviewed the progress being made on the publication of the Company’s annual Sustainability
Report covering 2024. The Committee received updates from senior management and reviewed drafts of the
report before publication. The Committee Chair signed off on the publication of the report on behalf of the
Board, noting that the report continued to reflect an impressive number of measurable achievements related
to the UN Sustainable Development Goals.
The Committee also discussed evolving EU and UK sustainability reporting and due diligence developments,
noting that the external environment remains fluid. The Committee agreed the importance of maintaining
readiness while taking a proportionate approach to planning and resourcing, avoiding premature investment
in processes that may need to change as requirements and implementation timetables develop. The Committee
examined the Company’s reporting obligations and the incorporation of these standards into the 2025
Sustainability Report. The Committee evaluated the progress in aligning the Company’s strategies with
regulatory standards and highlighted the necessity for ongoing enhancement of sustainability practices.
CSR programme
The Committee received updates from senior management on the planned activities for 2026 and heard about
planned initiatives connected to the core CSR pillars of education, community and environment with activities
planned in Israel, Egypt, Italy and Greece that would benefit the environment and the community, and provide
opportunities for education in order to create meaningful impact for those who would benefit.
Priorities for 2026
During 2026, the Committee’s priorities will be:
To monitor and review performance and HSE systems to safeguard the health and well-being of our
employees and contractors.
To maintain and strengthen the Group’s safety culture.
To strengthen assurance through improved asset integrity reporting across the Group.
To monitor the Group’s emissions intensity, methane emissions and flaring intensity performance against
annual targets.
To monitor and review the role of the Committee with a continuing emphasis on high standards of
governance and compliance.
Review the effectiveness of policies and internal controls for compliance with local sustainability
regulations, considering impacts on employees, communities and third parties.
Martin Houston
ESSR Committee Chair
18 March 2026
Annual report 2025 |
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116
Nomination & Governance Committee
Karen Simon, Chair of Nomination & Governance Committee
It is my pleasure to introduce the Nomination & Governance Committee Report for 2025, which sets out the
Committee’s composition, role and activities during the year.
In this report we will also set out the areas of focus for the Nomination & Governance Committee for 2026.
Membership
The members of the Nomination & Governance Committee throughout 2025 were myself (as Chair), Andrew
Bartlett, Martin Houston, Efstathios Topouzoglou and Kimberley Wood.
The UK Corporate Governance Code recommends that a majority of Nomination Committee members be
Independent Non-Executive Directors and that the Chair of the Board (other than where the Committee is
dealing with the appointment of a successor to the Chair) or an Independent Non-Executive Director should
chair the Committee. This requirement is satisfied as I was considered to be independent upon appointment as
Chair, and Andrew Bartlett, Kimberley Wood and Martin Houston are considered to be Independent Non-
Executive Directors.
The Company Secretary acts as secretary to the Committee.
Meetings
The Nomination & Governance Committee met on three occasions during 2025 with attendance details set out
below:
Director
Number of
meetings
entitled to
attend
Number of
meetings
attended
Karen Simon
3
3
Andrew Bartlett
3
3
Martin Houston
3
3
Efstathios Topouzoglou
3
3
Kimberley Wood
3
3
Terms of Reference
In 2025, the Committee reviewed its Terms of Reference as part of the annual review cycle. The Committee
approved an update to include a short role statement at the start of the Terms of Reference, to align with the
approach taken across other Board committees. The Committee endorsed the new Terms of Reference, which
were subsequently approved by the Board at its meeting on 25 November 2025.
To view the Nomination & Governance Committee’s Terms of Reference, please visit the Company’s website
www.energean.com
.
Role of the Committee
The Nomination & Governance Committee plays a fundamental role in assisting the Board in reviewing the
structure, size and composition of the Board, including providing advice to the Board on the retirement and
appointment of additional and/or replacement Directors. It is also responsible for reviewing succession plans
for the Directors, including the Chair and Chief Executive and other senior executives.
Annual report 2025 |
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117
Diversity, equity and inclusion
The Nomination & Governance Committee’s key area of responsibility is to ensure the composition of the Board
is appropriate for oversight of the strategic direction of the Group and this includes reviewing the balance of
skills and knowledge required on the Board. The Nomination & Governance Committee recognises the benefits
of diversity in the boardroom and believes that a wide range of experience, backgrounds, perspectives and
skills generate effective decision-making.
During 2022, upon the Nomination & Governance Committee’s recommendation, the Board approved a
diversity, equity and inclusion policy for the Group (the “
DEI Policy
”) which was subsequently revised during
2023.
The Company remains committed to its approach to diversity, equity and inclusion, and in 2024, the DEI Policy
was again updated to align with Principle J of the Code following its amendment to promote diversity, inclusion
and equal opportunity in appointments and succession planning, and without referencing specific diversity
characteristics. During 2025, the Company continued to apply the DEI Policy and expects to review it again in
2026.
The DEI Policy recognises that a truly diverse, equitable and inclusive culture is crucial to attracting, developing
and retaining talent. The responsibility for the enforcement and monitoring of compliance of the DEI Policy lies
with the Board (acting through the Nomination & Governance Committee) and the CEO carries overall
responsibility for ensuring the Company adopts a corporate culture where individual differences are respected.
The Group HR Director continues to act as the Group’s DEI Leader.
Gender diversity
As at 31 December 2025, the Board included three women representing one-third (33.33%) of the Board. This
remains below the FCA Listing Rules “comply or explain” target that 40% of the Board should be women for the
end of 2025. The Board is supportive of the FCA target, noting the “comply or explain” principle, and recognises
that gender diversity in the broader sector partly factors into our Board gender balance currently falling below
the target level. The Company continues to give consideration to the diversity of the Board and the appointment
of women Directors as part of its succession planning.
The Board recognises that one route to meeting the FCA target would be to increase the number of Directors
however it has not done so solely to meet that numerical threshold. The Board considers that its current size
remains appropriate for the effective governance of the Company, including maintaining clear accountabilities
and effective Board and Committee dynamics. In considering any changes to Board composition, the
Nomination & Governance Committee’s approach is skills-led and focused on ensuring the Board retains the
appropriate mix of experience, independence and sector and regional expertise to oversee the Company’s
strategy, risk and performance. The Board therefore remains committed to improving gender balance through
its succession planning and future appointments, including the appointment of women Directors as part of an
orderly refresh of the Board, rather than through an immediate change in Board size.
The Company is one of the limited FTSE 350 listed businesses to have a female Chair. Karen Simon was
appointed to the role in 2019. As such, Energean has met the FCA target to have at least one of the Senior Board
positions (Chair, CEO, Senior Independent Director or CFO) held by a woman.
Gender data for the Board, executive management and their direct reports has been collected from the
Company’s HR records for submission to the FTSE Women Leaders Review as at 31 October 2025.
Annual report 2025 |
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118
The Company recognises that it has not met the FTSE Women Leaders Review target for women to represent
40% of senior management (Executive Committee plus direct reports) by the end of 2025. The gender balance
of this group (excluding the CEO and CFO) at the time of submission to the FTSE Women Leaders Review (31
October 2025) was 38 men and 19 women comprising 6 Executive Committee members (5 men and 1 woman)
and 51 direct reports (33 men and 18 women).
The Company reports on the diversity of its senior leadership, including members of the Executive Committee
and their direct reports, but does not include the CEO and CFO as they are counted in the Board figures. As at
31 October 2025, the date of submission to the FTSE Women Leaders Review, diversity was 33.3% women vs
66.7% men. The Committee recognises that the FTSE Women Leaders Review takes a different approach to
reporting senior management diversity and includes the CEO and CFO; this results in a lower diversity figure of
32.2% women as at 31 October 2025.
The Board remains committed to improving gender diversity in senior management, and continues to treat
diversity, inclusion and equal opportunity as integral to appointments and succession planning. Actions taken
and ongoing include maintaining a clear focus on internal succession planning and talent development, and
ensuring that external search and recruitment processes are structured to support diverse candidate pools and
objective, merit-based selection. Progress against these objectives will continue to be monitored through the
Company’s governance processes.
Disclosure under the FCA Listing Rules
The table below provides gender diversity data at Board and Executive Committee levels as at 31 December
2025.
Number of
Board
members
Percentage
of the Board
Number of senior
positions on the Board
(CEO, CFO, SID and
Chair)
Number in
executive
management
55
Percentage of
executive
management
Men
6
66.67%
3
5
83.30%
Women
3
33.33%
1
1
16.70%
55
The diversity data in relation to executive management does not include the CEO and CFO who are included in the Board members’
report.
Annual report 2025 |
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119
Ethnic diversity
In 2025, as in previous years, Energean again undertook to understand the ethnic diversity of its senior
leadership team. This involved surveying our Board, executive management and their direct reports to update
our data and to better understand individuals’ ethnic identity.
Respondents self-reported their ethnicity using the Office of National Statistics (“
ONS
”) definitions. The
Committee recognised that the ONS definitions were developed in a UK context, and that they may not fully
capture the nuances and specificities of ethnic identity across the culturally diverse countries in which
Energean’s employees are based, which include Israel, North Africa and Europe.
The Committee noted that in 2024 the Parker Review clarified its focus to be on Senior Managers working in
the UK and asked companies to provide data accordingly. The Committee considered this guidance in the
context of the Group’s international footprint and concluded that, for the purposes of our disclosures, it is more
representative of our workforce and operations to continue reporting on a Group-wide basis. In 2025 the
Company again reported on this basis. This means our senior management population for reporting purposes
is not limited to UK-located roles. The Company keeps its approach under review to ensure it continues to
provide meaningful and transparent reporting to stakeholders as reporting expectations evolve.
FCA Listing Rules and Parker Review targets
As at 31 December 2025, Energean has met the FCA Listing Rules target to have at least one Director from a
minority ethnic background on the Board. The definition of a minority ethnic background is defined by
reference to categories recommended by the ONS excluding those listed, by the ONS, as coming from a White
ethnic background.
Additionally, the Parker Review recommends that companies should set a minority ethnic percentage target
for the senior management team, to work towards achievement by the end of 2027. Our current ethnicity
diversity at senior management level is 13.5%
56
(based on the Executive Committee and direct reports).
Energean endorses the Group-wide target set in 2023 of 20% minority ethnic diversity by the end of 2027 for
senior management.
Disclosure under the FCA Listing Rules
During 2025, the number of Executive Committee members increased to eight (seven at year-end 2024)
(including the CEO and CFO). The diversity data below in relation to executive management does not include
the CEO and CFO who are part of the Executive Committee but whose diversity data is included within the
Board figure.
56
Does not include senior management classed as “Do not know”.
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120
Number of
Board
members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
57
Percentage of
executive
management
White
British
or other White
(including
minority white
groups)
7
77.78%
4
5
83.33%
Mixed/
Multiple
ethnic groups
0
0%
0
0
0%
Asian/Asian
British
1
11.11%
0
0
0%
Black/African
Caribbean/
Black British
0
0%
0
0
0%
Other
ethnic
group,
including Arab
1
11.11%
0
1
16.67%
Not specified/
prefer not to
say
0
0%
0
0
0%
There have been no changes to the Board between 31 December 2025 and the date that the Annual Report was
approved.
Time commitment of the Chair
Karen Simon is also a Non-Executive Director of Aker ASA, an Oslo Stock Exchange-listed company, Crescent
Energy, a New York Stock Exchange-listed company and Bullish, an institutionally focused global digital asset
platform. The Board believes that Karen has adequate time available to devote to the Company. Karen was
deemed to be independent on appointment and was first appointed to the Board as an Independent Non-
Executive Director in September 2017. She is, therefore, in her ninth year.
Board and Committee composition
Under the Terms of Reference for the Nomination & Governance Committee, the Committee is required to
regularly review the structure, size and composition (including the skills, knowledge and experience) of the
Board (with particular regard to the balance of Executive and Non-Executive Directors, including Independent
Non-Executives) compared to its current position, and to make any resulting recommendations to the Board
with regard to any required changes.
In 2025, Amy Lashinsky resigned from the Board with effect from 28 February 2025. The Nomination &
Governance Committee, having duly considered succession planning and the pipeline of succession as set out in
Principle J of the Code, subsequently recommended the appointment of Sayma Cox as an Independent Non-
Executive Director, which the Board approved with effect from 1 March 2025. Sayma Cox also joined the Audit
& Risk Committee and the Environment, Safety & Social Responsibility Committee.
57
The diversity data in relation to executive management does not include the CEO and CFO who are included in the Board members’
report.
Annual report 2025 |
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121
As a result of Amy Lashinsky’s resignation, four of her Board roles became vacant, namely being a member of
the Environment, Safety & Social Responsibility Committee, member of the Audit & Risk Committee, member
of the Remuneration & Talent Committee, and the position of designated Non-Executive Director to act as a
workforce representative as specified in Provision 5 of the Code.
Following careful consideration, the Committee recommended to the Board, and the Board resolved that, given
their respective backgrounds and skillsets, as well as their existing Committee roles and responsibilities,
effective from 1 March 2025 Andrew Bartlett be appointed to the Remuneration & Talent Committee, and
Kimberley Wood be appointed as the Non-Executive Director responsible for engagement with the workforce.
At year end, the membership of the Company’s Board Committees was as follows:
Audit & Risk Committee
Nomination
&
Governance Committee
Remuneration & Talent
Committee
ESSR Committee
Andrew Bartlett (Chair)
Sayma Cox
Martin Houston
Andreas Persianis
Karen Simon (Chair)
Andrew Bartlett
Martin Houston
Efstathios Topouzoglou
Kimberley Wood
Kimberley Wood (Chair)
Andrew Bartlett
Andreas Persianis
Karen Simon
Martin Houston (Chair)
Sayma Cox
Karen Simon
Efstathios Topouzoglou
Audit & Risk Committee
Under Provision 24 of the Code, the Audit & Risk Committee should consist exclusively of, and not less than three,
Independent Non-Executive Directors. This requirement was met as Andrew Bartlett (the Chair of the
Committee), Sayma Cox, Martin Houston and Andreas Persianis are Independent Non-Executive Directors. It
is confirmed that at least one member has recent and relevant financial experience and that the Committee
has competence relevant to the oil and gas sector.
Nomination & Governance Committee
Under Provision 17 of the Code, the Nomination & Governance Committee should have a majority of
Independent Non-Executive Directors. This requirement was met as Andrew Bartlett, Martin Houston and
Kimberley Wood are Independent Non-Executive Directors, and Karen Simon (the Chair of the Committee and
the Board), was considered independent upon her appointment to the Board.
Remuneration & Talent Committee
Under Provision 32 of the Code, the Remuneration & Talent Committee should consist exclusively of, and not
less than three, Independent Non-Executive Directors. This requirement was met as Kimberley Wood (the Chair
of the Committee), Andrew Bartlett and Andreas Persianis are Independent Non-Executive Directors, and
Karen Simon (the Chair of the Board), was considered independent upon her appointment to the Board.
ESSR Committee
Martin Houston acts as Chair of the Committee and following her appointment to the Board, Sayma Cox joined
the Committee with effect from 1 March 2025.
Succession planning
As set out in Principle J of the Code, the Nomination & Governance Committee keeps the succession plans for
Directors and executive management continuously under review, including by reference to the present
composition of the Board and each member’s skills and individual performance; the qualities and skills needed
from executive management to deliver the Group’s strategic plan; and contingency planning for executive
management in the event of any sudden or unforeseen circumstances. The succession planning process
supports the development of a diverse and inclusive pipeline.
The Board recognises the importance of orderly succession planning for key Board leadership roles, including
the Chair and the Senior Independent Director (“
SID
”), and the time commitment required to discharge those
Annual report 2025 |
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122
responsibilities effectively. In line with the Code, the Nomination & Governance Committee leads the process
for appointments and ensures plans are in place for orderly succession to the Board and senior management
positions, supported by a diverse pipeline of potential successors.
Both the Chair and the SID were appointed to the Board prior to the Company’s listing on the London Stock
Exchange in March 2018. The Board notes that the Code provides that the Chair should not remain in post
beyond nine years from the date of their first appointment to the Board, although this period can be extended
for a limited time to facilitate effective succession planning and the development of a diverse Board,
particularly where the Chair was an existing Non-Executive Director on appointment. The Board and the
Nomination & Governance Committee remain mindful of this guidance and will continue to consider it in the
context of the Company’s circumstances, including ensuring continuity of leadership and preserving Board
effectiveness as succession planning is progressed.
The SID plays an important role in supporting effective leadership and governance and the Board recognises
that these responsibilities carry a significant time commitment and that any changes to the Chair or SID roles
require careful planning and communication.
The Nomination & Governance Committee and the Board will continue to progress succession planning in an
orderly and transparent manner, including considering the timing of potential transitions, the capabilities
required for the Chair and SID roles, and how best to maintain continuity while supporting Board refreshment
and diversity objectives. The Company will keep shareholders appropriately informed and, where proposals
are developed that would result in changes to these roles, will engage with shareholders and consult as
appropriate in line with good governance practice.
Induction
The Nomination & Governance Committee ensures that its members are provided with appropriate and timely
training, both in the form of an induction programme for new members and on an ongoing basis for all
members.
Board performance review
In 2025, the Nomination & Governance Committee oversaw an internally facilitated review of the Board’s
performance as required by the Code.
The review was conducted by way of a qualitative questionnaire, and evaluation areas included matters that
are important to the Company in particular, as well as those items laid down in the Code and associated
guidance, including:
The preparation, delivery and effectiveness of meetings, including the quality of decision-making.
The oversight of strategy, performance and accountability, including how the Board monitors delivery
and holds management to account.
Board composition, succession planning and diversity, including the skills mix required to support the
Company’s strategic direction.
Corporate governance, culture and values, including stakeholder and workforce engagement.
Risk management and internal control, including targeted consideration of Provision 29 readiness.
Forward looking priorities, including actions arising from the review and progress against previously
agreed improvement initiatives.
The Nomination & Governance Committee considered the findings from the 2025 review at its meeting in
November 2025 and discussed them with the full Board. In reporting back to the Board, the Chair of the
Nomination & Governance Committee reported that the Committee was satisfied that each Director continues
to contribute effectively, and that an action plan will be developed and monitored during the year to address
areas for improvement.
The findings of the internal review indicate that the Board remains effective and has strengthened its capability
in 2025, particularly in risk oversight and the quality of meetings and decision making. Directors describe a
constructive culture, good quality materials and robust committee work.
Annual report 2025 |
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123
Areas that require focused attention in 2026 are strategic clarity and longer-term planning, post-transaction
lessons learned, more visible Board-level stakeholder and workforce engagement, and a more structured
approach to succession at both Board and executive levels. Provision 29 readiness is viewed as strong, with clear
roles and remediation ownership, though further director education and a formal sign off process would
improve confidence ahead of the 2026 declaration.
The Committee recommended actions to support continuous improvement, including consideration of the
Board’s approach to longer-term strategy discussions and the programme of Board engagement with the
workforce.
The Board’s externally facilitated performance review is next due in 2026, in line with the Code. The Nomination
& Governance Committee will report on its findings in the next Annual Report.
Committee evaluation
As part of the internal review as outlined above, Committees were subject to reviews of their performance and
effectiveness. The Committees, including the Nomination & Governance Committee, were considered by
Directors to be working well and members were deemed to have the appropriate mix of skills, experience,
independence and knowledge of the Company necessary to discharge their duties.
Individual evaluation
The Senior Independent Non-Executive Director conducted the annual review of the Chair’s performance with
Non-Executive Directors giving their views. The Senior Independent Non-Executive Director provided
anonymous feedback from this review to the Chair and the review concluded that the Chair had led the Board
effectively throughout the year.
Re-election of Directors
In light of the assessment that all Directors continue to perform and provide a valuable contribution to the
Board and its Committees, all Directors will be eligible to submit themselves for re-election at the 2026 AGM.
An annual review is conducted to assess the continuing independence of Non-Executive Directors, with
attention given to ensuring that they remain independent in character and judgement, and continue to present
an objective and constructive challenge to the assumptions and viewpoints presented by management.
Performance of the Committee
The performance of the Nomination & Governance Committee was assessed as part of the internally facilitated
Board performance review as mentioned earlier in this report.
Shareholder consultation
At the Annual General Meeting held on 22 May 2025, all resolutions passed with high levels of support with no
resolution receiving less than 80% of the votes in favour, thereby necessitating a shareholder consultation to be
undertaken in accordance with the Code.
Notwithstanding this, and recognising the importance of proactive engagement with shareholders on
significant governance matters, the Company undertook targeted consultation with a number of its material
shareholders ahead of the 2025 AGM in relation to the proposed revised Directors’ Remuneration Policy. The
consultation sought to understand shareholder views on the rationale for the proposed changes and the
Company’s proposed positioning relative to the market. Shareholders who engaged were generally supportive
of the proposals and the supporting information provided, while some requested additional context on the
comparator group and the impact of the proposed changes on positioning versus peers. Shareholders also
provided wider feedback on remuneration matters, including share ownership, bonus deferral and the
continued emphasis on total shareholder return within long-term incentives. The Remuneration & Talent
Committee considered the feedback received and proceeded with the proposed policy changes, and the Board
remains committed to ongoing dialogue with shareholders on governance and remuneration matters.
Annual report 2025 |
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124
Progress in 2025
In the previous Annual Report, the Committee also set out its targets for 2025, namely to:
Monitor performance against the agreed actions from the 2023 Board performance review.
Continue the focus on Board composition, diversity and skill sets.
Continue to monitor and review succession planning with a focus on Committee Chairs given tenure of
current Board members.
Review the requirements of regulatory changes, including the 2024 revisions to the Code, and oversee
adjustments to the extent necessary.
I am pleased to report that good progress was made against the 2025 priorities and the Nomination &
Governance Committee has continued to oversee changes to the composition of the Board and Committees.
The Nomination & Governance Committee will continue to monitor progress in these areas and advise on
whether any further enhancements should be made.
Our priorities for 2026
In 2026, the Nomination & Governance Committee will focus on the following priorities:
To continue to oversee succession planning for the Board and senior management and the maintenance
of an appropriate balance of skills, experience and independence.
To continue to monitor Board composition, diversity and skill sets.
To oversee the externally facilitated Board performance review due in 2026 and ensure that actions
arising from both the 2025 internal review and the 2026 external review are appropriately tracked.
To continue to promote diversity and monitor the impact of the Company’s diversity initiatives.
To support the Board’s continued focus on effective governance arrangements and readiness for
oversight of risk management and internal controls and related reporting, including Provision 29 of the
Code.
Karen Simon
Nomination & Governance Committee Chair
18 March 2026
Annual report 2025 |
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125
Remuneration Report
Energean plc – Chair letter
Dear Shareholder,
As Chair of the Remuneration & Talent Committee, I am pleased to present the 2025 Director's Remuneration
Report. This report offers shareholders an overview of the Committee's remuneration decisions for our
Executive Directors, as well as the rationale guiding our approach.
Last year we undertook our first significant review of the Remuneration Policy since 2021. Reflecting the size
and scope of Energean, we made an increase in the level of LTIP award for the Executive Directors, as well as
an uplift in our Executive Director salaries. This represented the first salary adjustment since 2022 for both
directors, and the first material change to LTIP opportunity since IPO in 2018. As a Committee, we were pleased
to receive shareholder support for both our Annual Report on Remuneration (“
ARR
”) and Director’s
Remuneration Policy at the 2025 AGM. Major Proxy agencies were also supportive of the resolutions. This
support recognises the strength and achievements of our management team, who have overseen Energean’s
growth into the largest independent oil and gas producers in the East Mediterranean, as well as Energean’s
balanced and considered approach to executive pay.
I would like to thank all shareholders who supported these resolutions at the AGM, as well as those who
participated in the shareholder engagement we completed prior to finalising our proposals. The feedback and
input we received from shareholders was valuable in shaping our final proposals.
Performance context for 2025
This has been a robust year of performance for Energean, with sales revenue and adjusted EBITDAX
maintained at broadly similar levels to the previous year despite geopolitical challenges and macroeconomic
pressures, including lower year-on-year oil prices. Performance was supported by full year production
averaging 154 Kboe/d (113 Kboe/d from Israel), following strong performance in the second half of the year, as
well as the business evidencing focus and discipline on costs.
Notwithstanding these challenges, the Group continued to deliver on its capital allocation priorities: investing in
the Katlan development, its principal growth project; refinancing its 2026 and 2027 notes via a new $750 million
term loan and €400 million senior secured notes, ensuring no near-term maturities; and maintaining a
quarterly dividend of $0.30 per share, totalling $1.20 per share for the year.
This financial and operational performance provides a strong foundation for what will be a pivotal year for
Energean as we look to optimise our core asset base and grow the business through disciplined and strategic
investment, both within our existing asset base and via selective inorganic opportunities.
Highlights from our performance in the year include:
Resilient business performance despite macro and geopolitical backdrop.
Group average working
interest (“
W.I.
”) production in 2025 was 154 Kboe/d (85% gas), reflecting strong performance in the
second half of the year, particularly in Israel, resulting in Group production at the upper end of the revised
guidance range of 145-155 Kboe/d. This contributed to total revenue from production activities of $1,728
million, in line with prior year despite the weakening macroeconomic environment.
Continued discipline on costs and capital allocation driving EBITDAX performance.
Despite the
challenging geopolitical and macro environment, we ensured continued discipline on cost, with cost of
operations maintained at $6/boe in line with last year, leading to adjusted EBITDAX of $1,117 million,
which is in line with the prior year results. Group development and production expenditure came in at
$587 million.
Strong shareholder returns through the dividend.
We continued to invest in the dividend, with $221
million returned to shareholders in 2025.
Signed over $4 billion in new long-term gas contracts and invested in new export infrastructure to
increase sales.
This reflects new long-term domestic gas contracts to supply new build power stations to
meet Israel’s growing gas demand.
Continued strong performance on safety. LTIF and TRIR scores of 0.54 and 1.07.
Annual report 2025 |
Energean
126
Stabilised year-on-year receivables position in Egypt.
Post-period end, EGPC gave Energean notice
of its intention to reduce further the outstanding receivable balance. Energean is in advanced discussions
to merge its three offshore concessions.
Strength in diversifying our business,
with growth opportunities in the EMEA region evaluated during
the year. Post-period end, we announced that we had launched the next stage of our growth strategy
through our entry into offshore Angola via the acquisition of Chevron’s 31% operated interest in Block 14
and 15.5% non-operated interest in Block 14K, subject to closing.
The resilience and successes delivered over the year are a testament to our world-class executive team, as well
as broader colleagues across all our operational territories. The Committee would like to thank team members
across the business for their hard work and dedication throughout the year.
Incentive outturns
Recognising the robust performance of the business in the year, the annual bonus scorecard will deliver an
outcome of 93% of maximum for both directors. This outcome was based on meeting stretching and robust
performance conditions. For 2025, we set performance measures across five key performance areas:
Operational (40%), Financial (20%), Strategy and Growth (20%), Safety (10%) and ESG & Culture (10%).
While full details on performance against the bonus scorecard is set out on page 134, highlights for the year
include the business delivering a robust level of annual production, while ensuring focus on our cost of production
to protect EBITDAX. On the financial element, we rewarded for extending our life of debt and the continuing
business focus on reducing leverage. In terms of strategic progress, we rewarded for strong strategic delivery
in relation to the farm-out of Block 2 in Greece to ExxonMobil to the Katlan projects, as well as other projects
across the portfolio. There was similar strong achievement of emissions and safety targets. The Committee
considered the scorecard outcome against the overall performance of the business and determined that the
outcome was reasonable and did not apply any discretionary adjustment.
The 2023 LTIP vested at 17.1% of maximum based on performance to 31 December 2025. The 2023 award was
determined based on relative TSR (50%), absolute TSR (30%) and average Scope 1 and 2 emissions (20%). The
emissions target was met at 85.6% of maximum. The emissions outcome reflects that the business has continued
its progress towards our Net Zero by 2050 ambitions. Unfortunately, the TSR elements of the award were not
met. Partially this reflects that the “base point” for the award was towards the end of 2022 (when gas prices
were elevated), as well as the risk impact on Energean from regional geopolitical escalations weighing on our
valuation. During this period we have increased production from 41.2 Kboe/d to 154 Kboe/d and in 2025,
returned $1.20 per share to shareholders totalling $221 million across four quarterly payments of $0.30 per
share. The quarterly dividend on a per share basis has been maintained at this level since 2022. While the
Committee did recognise that there had been significant demands on the management team throughout the
performance period, it decided not to apply any discretionary adjustment to this outcome despite their personal
performance and commitment through this period. For the Executive Directors, this award will be subject to a
two-year holding period, meaning the award will be released in 2028.
Wider workforce
The Committee continues to consider reward and conditions across the wider company when making decisions
on executive pay. During the year, I was appointed as the “workforce representative” board director. I regularly
engage with employees and they are able to raise issues with me confidentially. During 2026 I will continue such
engagement with employees, including attending town hall meetings, site visits and attendance at Company
events, helping to ensure that workforce views and feedback are heard at Board level. In addition, the Board
receives a monthly report from the Group HR Director on staff-related matters and has a direct line of
communication if required.
Approach to remuneration in 2026
Recognising the increase to salary levels made for 2025, the Committee has decided that no salary increases
will be applied for either Executive Director, for 2026. Salary increases will be made across the wider business,
targeting spend where there are particular shortfalls to market or to reflect good performance.
There will also be no change to the annual bonus opportunity or the LTIP opportunity for either Executive
Director for 2026. The 2026 annual bonus will continue to be based on a scorecard of key metrics for the
Annual report 2025 |
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127
business. While targets will be disclosed retrospectively, an overview of the proposed 2026 bonus structure is
set out on page 130.
Earlier this year, the Committee reviewed the performance measures used for the LTIP to ensure they continue
to be appropriate and effective in driving outperformance. We have not changed the performance measures
in the LTIP since 2020. Recognising our medium-term priorities, the Committee has determined that applying
some limited changes to the LTIP measures is appropriate. For 2026, the award will therefore be based on
relative TSR (50%), absolute TSR (25%), as well as a Strategic and Sustainability scorecard (25%). This scorecard
will continue to include average Scope 1 and 2 emissions to reflect out Net Zero aspirations, as well as two
strategic goals focused on replacing our reserves to safeguard future production, and continuing efforts to
diversify our production mix across territories. This balance of measures retains our focus on market leading
returns through the TSR measure, while ensuring the Committee can sufficiently reward for key strategic
progress. In practice, the value focused on our average emissions remains material given the revised award
levels approved by shareholders last year. The strategic goals will directly link to stable long term value creation
by concentrating on the quality of our asset base. We have also made limited changes to our relative TSR group
for the 2026 award to ensure performance comparators reflect our size, operations and markets.
Further
details are set out on page 131.
Concluding remarks
We remain committed to maintaining a transparent and consultative approach to executive remuneration and
will continue to engage with our shareholders on executive pay matters. I would like to again thank shareholders
for their support at the last AGM. I hope you find the disclosure in this report informative and look forward to
receiving your continued support at the forthcoming AGM.
Kimberley Wood
Chair of the Remuneration & Talent Committee
Annual report 2025 |
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128
Annual report 2025 |
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129
Summary of the Remuneration Policy
Set out below is a summary of our current Remuneration Policy (“
Remuneration Policy
”) for Executive
Directors, which was approved by shareholders at the 2025 AGM. A full version of the Policy is contained in our
2025 notice of AGM, which is available on our website.
Pay Element
Summary of Policy
Base salary
Purpose
: To appropriately recognise skills, experience and responsibilities and attract and
retain talent by ensuring salaries are market competitive.
Operation
:
Generally reviewed annually with consideration given to individual’s role,
experience and performance, the performance of the business, market data for
comparable roles and broader pay and conditions. There is no maximum salary.
Pension
Purpose
: To provide competitive post-
retirement benefits or cash allowance as a
framework to save for retirement.
Operation
: Typically, payable as a cash allowance, however executives can also choose to
participate in a company pension scheme. Pension contributions will be set in line with the
average workforce pension contribution (in percentage of salary terms). For 2026, this
rate will continue to be 4% of salary.
Benefits
Purpose
: To provide market competitive benefits.
Operation
:
Benefits are currently provided as a single benefits allowance (in lieu of
separate payments for relevant benefits). No maximum allowance is prescribed under the
Policy. For FY26, the allowance will continue to be £48,000 for the CEO and £25,000 for
the CFO.
Annual Bonus
Purpose
: To link reward to key financial and operational targets for the forthcoming year.
Operation
: The bonus is based on performance against financial, strategic, operational,
ESG or personal measures appropriate to the individual Executive Director, typically
assessed over one year. The maximum award that can be made to an Executive Director
under the annual bonus plan is 200% of salary. For 2026, both Executive Directors will
receive a maximum opportunity of 200% of salary. One-third of any earned bonus is
deferred into shares for two years. Where an executive meets the shareholding guideline,
bonus deferral is disapplied.
LTIP
Purpose
: To link reward to key strategic and business targets for the longer term and to
align executives with shareholders’ interests.
Operation
: Awards are usually granted annually under the LTIP. All LTIP awards granted
to Executive Directors must be subject to a performance condition. Performance will
usually be measured over a performance period of at least three years. Awards normally
have a holding period taking the time horizon to no earlier than five years following grant.
The maximum award permitted to be granted to an Executive Director in respect of any
one year is 300% of salary. For 2026, both Executive Directors will receive a maximum
opportunity of 300% of salary.
Shareholding
guidelines
Purpose
: To create alignment between the long-term interests of Executive Directors and
shareholders.
Operation
: Executive Directors are required to build and maintain a holding of 200% of
salary in Company shares. This guideline will usually continue to apply for two years after
an Executive Director ceases employment with the Group.
Annual report 2025 |
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130
Annual Report on Remuneration
Unaudited information
Implementation of Remuneration Policy in 2026
This section provides an overview of how the Remuneration & Talent Committee is proposing to implement our
Remuneration Policy in 2026 for the Executive Directors.
Base salary
As set out in the Chair’s letter, the Remuneration & Talent Committee is proposing no salary increase for the
CEO and CFO following the reset to salary levels agreed last year. The CEO’s salary will therefore remain at
£850,000 and the CFO’s salary will remain at £700,000 for 2026.
Pension
Both Executive Directors are entitled to receive a pension equivalent to 4% of their base salary. This rate aligns
to the rate offered to the wider workforce (based on the contribution available to the Greek workforce).
Benefits
Matthaios Rigas and Panagiotis Benos receive a contractual benefits allowance worth £48,000 p.a. and
£25,000 p.a. respectively. They may also receive reimbursement of business-related expenses should these
arise in the year. This benefits allowance is unchanged on prior years and has not changed since the 2021 Policy
Review.
Annual bonus
The annual bonus plan opportunity for 2026 will be unchanged from 2025, with a maximum bonus opportunity
of 200% of annual salary for both of the Executive Directors. The annual bonus for 2026 will be determined by
a bonus scorecard that is aligned with the Company’s strategic priorities for the year ahead. The areas of focus
for the 2026 annual bonus are set out below:
Area of focus
Weighting
Operational & Growth –
Including targets linked to annual production, cost of
production, project delivery initiatives and reserves replacement ratio
50%
Financial – including targets linked to weighted average life of debt and leverage ratio
(net debt/ EBITDAX)
30%
Safety – including targets linked to LTIF and TRIR
10%
ESG and Culture
– Targets linked to ensuring our average emissions and key HR and
culture initiatives
10%
An underpin will also apply such that the outcome for the safety element may also be adjusted downwards in
the event of any fatalities. The approach to performance determination and the guiding target ranges for the
financial year 2026 are deemed commercially sensitive. However, retrospective disclosure of the guiding
targets and performance against these will be provided in next year’s Remuneration Report to the extent that
they do not remain commercially sensitive at that time. The scorecard includes quantitative targets as well as
milestone objectives and evidence/ judgement-based assessments in order to reflect the forward strategy.
In the event of unforeseen acquisitions, divestments or investments during the year, the Remuneration & Talent
Committee would consider how relevant targets should be adjusted to ensure that they remain appropriately
challenging and would explain any such adjustments in next year’s Remuneration Report. The Remuneration &
Talent Committee exercises appropriate judgement when assessing performance and has discretion, where it
believes it to be appropriate, to override any formulaic outcome arising from the bonus plan.
Annual report 2025 |
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131
Long-term incentive plan
In line with the Remuneration Policy approved at the 2025 AGM, the Executive Directors will receive an award
under the LTIP during 2026 of shares worth 300% of annual salary at grant. Awards will vest three years after
grant and be subject to an additional two-year holding period.
As disclosed in the Chair’s Letter, the Committee undertook a review of the LTIP measures at the start of the
year. We have not changed performance measures in the LTIP since 2020. Reflecting that this is a pivotal
period for the company, the Committee has opted to add a Strategic and Sustainability scorecard (25%) to the
LTIP measures. This scorecard will continue to include average Scope 1 and 2 emissions to reflect out Net Zero
aspirations, as well as two strategic goals focused on replacing our reserves to safeguard future production,
and continuing efforts to diversify our production mix across territories.
Minor changes have also been made to the TSR peer group. There has been a modest re-weighting to
accommodate these new targets. In practice, the value focused on ESG remains material given the revised
award levels approved by shareholders last year.
Weighting
Threshold
25% vesting
Maximum
100% vesting
Relative TSR
58
Measured over 3 financial years
50%
Median
Upper
quartile
Absolute TSR
Measured over 3 financial years
25%
8% p.a.
12% p.a.
Strategic and
Sustainability
scorecard
Reserves replacement ratio
Measured over 3 financial years
25%
75%
100%
Production outside principal territory
Measured over 3 financial years
20%
40%
Average Scope 1 and 2 CO2 emissions
Measured over 3 financial years
10 kgCO
2
/boe
7 kgCO
2
/boe
The Committee believes these targets are stretching in the context of the Group’s evolving production profile
and reflect critical strategic priorities over the medium term.
Vesting will be calculated on a straight-line basis
for performance between the threshold and maximum performance targets. The Committee retains
judgement in the assessment of the Strategic and Sustainability scorecard measures to ensure outcomes
appropriately reflect the performance delivered. In particular, the Committee will consider the context for
delivery of the strategic goals with reference to relevant measures such as debt leverage, including a guiding
expectation that net debt/ EBITDAX should be at or below 2.5x at the end of the performance period, as well
as the underlying financial health or sustainability of the business. The Remuneration & Talent Committee has
discretion, where it believes it to be appropriate, to override any formulaic outcome arising from the LTIP.
Recovery provisions
Annual bonus payments and LTIP awards granted to the Executive Director are subject to the Company’s malus
and clawback framework. The circumstances that we may involve malus and clawback are as set out in our
Remuneration Policy. Recovery provisions may be operated by the Remuneration & Talent Committee for five
years following the anniversary of grant for LTIP awards, and three years following the determination of bonus
58
Total Shareholder Return performance for the 2026 LTIP award will be measured against the following peers: AkerBP, BP, Centrica,
Harbour Energy, Ithaca energy, Kosmos Energy, Meren Energy (formerly Africa Oil), NewMed Energy, Seplat Energy, Serica Energy,
Shell, Tamar Petroleum, Var Energi and the FTSE 250 Index. These have been updated for the 2026 award to reflect our key peers and
markets.
Annual report 2025 |
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132
awards. These recovery periods are seen as reasonable in the context of Energean’s risk profile as a business
and reflect typical market practice around recovery periods.
Non-Executive Director remuneration
The table below shows the fee structure for Non-Executive Directors for 2026. Fee levels are unchanged from
2025 with the exception of an increase to the additional Senior Independent Director’s fee effective 1 January
2026 recognising the duties he performs. Non-Executive Director fees are determined by the full Board except
for the fee for the Chair of the Board, which is determined by the Remuneration & Talent Committee.
2026 fees
2025 fees
Chair of the Board all-inclusive fee
£250,000
£250,000
Base Non-Executive Director fee
£80,000
£80,000
Senior Independent Director additional fee
£17,500
£12,500
Audit & Risk Committee Chair additional fee
£25,000
£25,000
Environment, Safety & Social Responsibility Chair additional fee
£15,000
£15,000
Remuneration & Talent Committee Chair additional fee
£17,500
£17,500
Audited information
The information provided in this section of the Remuneration Report up until the “Unaudited information”
heading on page 138 is subject to audit.
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133
Single total figure of remuneration
The following table sets out the total remuneration for Executive Directors and Non-Executive Directors for 2025, along with the comparative figures for 2024.
2025 (£’000)
2024 (£’000)
Salary
and fees
Pensions
59
Benefits
Annual
bonus
60
LTIP
61
Total
Fixed
Total
Variable
Total
62
Salary
and fees
Pensions
Benefits
Annual
bonus
LTIP
Total
Fixed
Total
Variable
Total
Executive Directors
Matthaios Rigas
850
34
48
1,581
272
932
1,853
2,785
750
30
48
1,080
946
828
2,026
2,854
Panagiotis Benos
700
28
25
1,302
218
753
1,520
2,273
600
24
25
864
765
649
1,629
2,278
Non-Executive Directors
Karen Simon
250
250
0
250
250
-
-
-
-
250
-
250
Andrew Bartlett
118
118
0
118
118
-
-
-
-
118
-
118
Sayma Cox
63
67
67
0
67
-
-
-
-
-
-
-
-
Martin Houston
95
95
0
95
94
-
-
-
-
94
-
94
Andreas Persianis
80
80
0
80
81
-
-
-
-
81
-
81
Efstathios Topouzoglou
80
80
0
80
80
-
-
-
-
80
-
80
Kimberley Wood
98
98
0
98
98
-
-
-
-
98
-
98
Amy Lashinsky
64
33
33
0
33
80
-
-
-
-
80
-
80
59
Pension/benefits
– In 2025, Matthaios Rigas and Panagiotis Benos received a pension allowance worth 4% of salary (equivalent to the Greek wider workforce) and a separate benefits allowance worth £48,000 and
£25,000 respectively.
60
Annual bonus
– Bonus payments for 2025 are paid in cash as both Executive Directors have met their shareholding requirements. This is in line with the Policy approved at the 2024 AGM and also included in the
Policy approved at the 2025 AGM. Details of the performance measures and targets are set out in the following section.
61
2023 LTIP
–The 2023 LTIP awards were subject to performance conditions measured to 31 December 2025. The awards vested on 26 January 2026 at 17.1% of maximum. The amount shown is the vesting value
calculated using the closing share price on the vesting date of 26 January 2026 (£9.06). The vested awards have a two-year holding period and will be released in 2028. There was no increase in share price
impacting this award. The award value includes 6,713
and 5,370 dividend equivalents awarded in shares for the CEO and CFO respectively.
62
Total remuneration
cash payments to Directors in respect of 2025 is £5,388(2024: £4,221k). Annual bonus payments in 2025 are paid in cash.
63
Sayma Cox was appointed to the Board with an effective date of 1 March 2025.
64
Amy Lashinsky resigned from the Board with an effective date of 28 February 2025.
Annual report 2025 |
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134
2025 annual bonus outturn
The maximum annual bonus opportunity for the Executive Directors in 2025 was 200% of salary for both
Executive Directors. Performance measures and targets applying to the 2025 annual bonus, along with
performance achieved, are set out below. As in previous years, threshold performance was set to align with a
0% payout to ensure Energean aligns performance and reward.
Performance
measure
Proportion
Threshold
0%
vesting
Target
50%
vesting
Maximum
100%
vesting
Achieved
%
vesting
Operational
(40%)
Average
production
(Kboe/d)
15%
145
Kboe/d
150
Kboe/d
155
Kboe/d
154
Kboe/d
36%
Cost
of
production
excluding
royalties
15%
$380m
$370m
$360m
$329m
Production
efficiency
(uptime %)
2.5%
92%
93%
94%
99%
Operational
initiatives
7.5%
Targets set linked to progressing
Katlan, second oil train
commissioning and Wenlock and
Tors decommissioning with all wells
completed
67%
Financial
(20%)
Net
debt/EBITDAX
10%
3.25x
3.0x
2.75x
2.9x
17%
Weighted
average life of
debt (years)
10%
4 Yrs
4.75 Yrs
>5.5 Yrs
5.9 Yrs
Strategy
and Growth
(20%)
Implementing
Growth
Strategy
20%
See detail below.
100%
20%
Safety (10%)
LTIF
5%
1.75
1.15
0.6
0.54
10%
TRIR
5%
2.3
1.75
1.15
1.07
ESG
and
Culture
(10%)
Carbon
emissions
intensity
KgCO2e/boe
5%
8.4
8.2
8.0
7.5
10%
Methane
emissions/total
emissions (%):
2.5%
3.6%
3.3%
3.0%
2.6%
Progress
on
2024-
2025 DEI
targets
2.5%
Progress on all targets including our
gender and diversity targets, with
women in leadership increasing
compared to 2024, and
development of stronger links
between the DEI and sustainability
strategies
100%
Total outcome under the scorecard for both directors
93%
Annual report 2025 |
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135
Achievements as part of the “Implementing Growth Strategy” measure
20% of the annual bonus was based on progression of the growth strategy in the year, with the following key
initiatives and achievements recognised by the Committee.
Successfully delivered the Block 2 Farm-out in Greece on track, paving the way for Greece's first
exploration well in 45 years
Completed due diligence and sanctioned investment in Nitzana Pipeline to increase sales, with
development now underway, as well as signing a transmission agreement with Israel Natural Gas Lines
Ltd. The agreed terms in the transmission agreement are for the supply of up to 1 bcm/yr for a 15-year
period, with provisions for extensions and early termination.
Signed an MoU for sales to Cyprus to add a new export pathway to enhance sales, energy security and
regional gas connectivity. Under the proposal, Energean will design, construct, own and operate a new
subsea pipeline connecting the FPSO “Energean Power” directly to Cyprus.
Successfully secured funding for Prinos CO2 storage project, with the environmental permit awarded
from the Ministry of Environment and Energy of Greece for the first phase of the project (up to 1 MTPA
storage capacity).
The overall outcome for the 2025 bonus based on application of the scorecard was therefore 93% of maximum
for both directors. The Committee considered applying further discretionary adjustments and considered that
this outcome was a fair reflection of performance achieved in the year. The scorecard outcome cascades down
the business, ensuring performance alignment between colleagues. In line with our Remuneration Policy, where
an executive does not meet the shareholding guideline, one-third of the bonus is deferred for two years. Where
an executive director meets the shareholding guideline, the bonus will be payable in cash. The CEO and CFO
respectively hold c.8.59% and c.1.28% of Energean’s shares, which is significantly higher than Energean’s
shareholding guideline (200% of salary).
LTIP awards vesting during the financial year
The share award granted at the start of the 2023 financial year was subject to performance conditions
measured between 1 January 2023 and 31 December 2025. The performance conditions that applied to this
award are set out below. As detailed in the Chair’s Letter, the missed TSR elements partially reflect the impact
on Energean from regional geopolitical escalations. While the Committee did recognise that there had been
significant demands on the management team throughout the performance period, it decided not to apply any
discretionary adjustment. The award will therefore vest based on the formulaic outcome. The outcome reflects
that Energean has continued to make progress on reducing its average Scope 1 and 2 CO
2
emissions. Since 2019,
Energean has reduced its emissions intensity by >85%, and this remains an important focus for the business as
the first E&P company in the world to announce a net zero by 2050 target in respect of absolute scope 1 and
scope 2 GHG emissions.
Annual report 2025 |
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136
Performance
measure
Proportion
Threshold
25% vesting
Maximum
100%
vesting
Achieved
% of element
vesting
% of award
vesting
Relative TSR
65
50%
Median
Upper
quartile
Rank of
11.0 of 16
companies
0.0%
0.0%
Absolute TSR
30%
8% p.a.
12% p.a.
-4.5% p.a.
0.0%
0.0%
Average Scope 1
and
2
CO2
emissions
(kgCO2/boe)
over 3 financial
years
20%
18
kgCO2/boe
6
kgCO2/boe
8.3
kgCO2/boe
85.6%
17.1%
Total award vesting
17.1%
In line with the 2024 UK Corporate Governance Code requirements, the Committee also confirms that there
was no application of malus and clawback provisions in the reporting period.
LTIP awards granted during the financial year
An award was granted under the LTIP to selected senior executives, including the Executive Directors, in March
2025. To reflect the approved Remuneration Policy which increased the salary levels and LTIP grant for the
year to 300% of salary, an additional award was then made in May 2025. Awards are subject to the
performance conditions described below and will vest in March 2028 with a subsequent two-year holding period
for any vested shares to March 2030.
Type of award
Date of
grant
Maximum
number of
shares
66
Face value
(£)
Face
value
(% of
salary)
Threshold
vesting
End of
performance
period
Matthaios
Rigas
Conditional
share
award
24
March
2025
174,560
£2,550,000
300%
25% of
award
31 December
2027
Conditional
share
award
30
May
2025
120,123
Panagiotis
Benos
Conditional
share
award
24
March
2025
139,648
£2,100,000
300%
25% of
award
31 December
2027
Conditional
share
award
30
May
2025
102,963
65
Total Shareholder Return performance for the 2023 LTIP awards was measured against the following peer group: Aker BP, NewMed
Energy, Isramco Negev 2, Tamar Petroleum, Ratio Energies, Kosmos Energy, Harbour Energy, Capricorn Energy, Tullow Oil, Diversified
Energy Company, Serica Energy, Seplat Energy, Var Energi, Ithaca
Energy, the FTSE 250 index and the FTSE 350 Oil, Gas, Coal Index.
66
The share price used to make awards in March 2025 was £8.59, which was the average closing share price for the five dealing days prior
to grant. The share price used to make awards in May 2025 was £8.74, which was average closing share price for the five dealing days
prior to grant. The maximum number of shares excludes any additional shares that may be awarded in relation to dividends accruing
during the vesting and holding periods.
Annual report 2025 |
Energean
137
Vesting of the 2025 LTIP awards is subject to the satisfaction of stretching performance conditions. The
performance measures and targets applicable for this award are set out below.
Performance measure
% of award based
on measure
Threshold
(25% vesting)
Max
(100% vesting)
Relative TSR
67
Measured over 3 financial years
50%
Median ranking
Upper quartile ranking
Absolute TSR
Measured over 3 financial years
30%
8% p.a.
12% p.a.
Average Scope 1 and 2 CO
2
emissions
Measured over 3 financial years
20%
10 kgCO2/boe
5 kgCO2/boe
Loss of office payments/payments to former directors
There have been no payments to former Directors or payments to Directors for loss of office during 2025.
Statement of Directors’ shareholding and share interests
Executive Directors are expected to achieve a holding of shares worth 200% of salary. The Remuneration &
Talent Committee reviews ongoing individual performance against this shareholding requirement at the end of
each financial year. Both Executive Directors currently significantly exceed their minimum guideline, with the
CEO (Matthaios Rigas) holding c.8.59% of the Company’s share capital, and the CFO (Panagiotis Benos) holding
c.1.28% of the share capital. As such, both directors are significantly aligned with the broader shareholder base.
67
Total Shareholder Return performance for the 2025 LTIP is measured against the following peer group: Meren Energy, Aker BP, Harbour
Energy, Isramco Negev 2, Ithaca Energy, Kosmos Energy, NewMed Energy, Ratio Energies, Seplat Energy, Serica Energy, Talos Energy,
Tamar Petroleum, Tullow Oil, Var Energi, the FTSE 250 index and the FTSE 350 Oil, Gas and Coal Index.
Annual report 2025 |
Energean
138
Detail on the number of shares held by Directors as at 31 December 2025 is set out below:
Number of shares held as at 31 December 2025
68
Shares
owned
outright
Interests in
share
incentive
schemes,
subject to
performance
conditions
Interests in
share
incentive
schemes,
subject to
employment
Interests in
share
incentive
schemes,
subject to
holding
periods
Percentage
of issued
share
capital
(minus LTIP
and DBP
shares)
Share
ownership
guidelines
met?
Director
LTIP
69
DBP
LTIP
Matthaios Rigas
15,837,084
795,114
88,777
200,929
8.59%
Yes
Panagiotis Benos
2,351,112
534,577
54,426
161,582
1.28%
Yes
Karen Simon
282,072
0.15%
n/a
Andrew Bartlett
5,554
0.00%
n/a
Sayma Cox
-
0.00%
n/a
Martin Houston
20,500
0.01%
n/a
Andreas Persianis
10,000
0.01%
n/a
Efstathios
Topouzoglou
16,677,249
9.05%
n/a
Kimberley Wood
-
0.00%
n/a
Unaudited information
The information provided in this section of the Remuneration Report is not subject to audit.
68
For the purposes of determining the value of Executive Director shareholdings, the individual’s current annual salary and the share price
as at 31 December 2025 has been used (£8.86
per share).
69
Interests in share incentive schemes, subject to performance conditions include 2023 LTIPs which vested at 17.1% on 26 January 2026. The
full award is included in this table due to it representing number of shares held at 31 December 2025.
Annual report 2025 |
Energean
139
Performance graph and CEO remuneration table
The chart below compares the Total Shareholder Return performance of the Company over the period from
Admission to 31 December 2025 to the performance of the FTSE 350 Oil, Gas and Coal Index. This index has
been chosen because it is a recognised equity market index of which the Company is a member. The base point
in the chart for the Company equates to the Offer Price of £4.55 per share.
The table below summarises the CEO single figure for total remuneration, annual bonus pay-outs and long-
term incentive vesting levels as a percentage of maximum opportunity over this period.
2025
2024
2023
2022
2021
70
2020
2019
2018
CEO single figure of
remuneration £’000
£2,785k
£2,854k
£2,747k
£5,278k
£4,799k
£1,608k
£1,134k
£1,581k
Annual bonus pay-out
(as a % of maximum
opportunity)
93.0%
72.0%
78.4%
70.6%
80.0%
84.8%
37.9%
82.1%
LTIP vesting out-turn
(as a % of maximum
opportunity)
17.1%
62.0%
41.9%
85.0%
75.4%
N/A (no
award
vested
in
2020)
N/A
(no
award
vested
in
2019)
N/A
(no
award
vested
in
2018)
70
The 2021 LTIP value is an average based on two awards that completed in 2021. The 2018 LTIP award that completed in June 2021 vested
at 77.9% of maximum. The 2019 LTIP award that completed in December 2021 vested at 72.8% of maximum.
Annual report 2025 |
Energean
140
Percentage change in remuneration of the Board of Directors
The chart below shows the percentage change in annual salary, benefits and bonus for each Executive and Non-
Executive Director compared with the average for all Company employees between 2020 and 2025.
Annual percentage change table
All employee
average
Mat
thaios Rigas
Pan
agiotis Benos
Karen
Simon
Andrew
Bartlett
Sayma Cox
71
Efstathi
os
Topouzoglou
Amy
Lashinsky
72
Kimberley
Wood
Andreas
Persianis
Martin
Houston
73
2024–2025
Salary change
5.2%
13.3%
16.7%
0.0%
0.0%
N/A
0.0%
-58.4%
0.0%
0.0%
1.1%
Benefits change
4.6%
5.1%
8.2%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
Annual Bonus
change
16.5%
46.4%
50.7%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
2023–2024
Salary change
9.6%
0%
0%
13.6%
45.1%
N/A
45.5%
45.5%
39.3%
42.5%
1239.3%
Benefits change
1.7%
0%
0%
0%
0%
N/A
0%
0%
0%
0%
0%
Annual Bonus
change
6.5%
-8.2%
-8.2%
0%
0%
N/A
0%
0%
0%
0%
0%
2022–2023
Salary change
6.0%
0%
0%
0%
-1.6%
N/A
0%
0%
0%
3.6%
N/A
Benefits change
0.6%
0%
0%
0%
0%
N/A
0%
0%
0%
0%
N/A
Annual Bonus
change
33.7%
11.0%
11.0%
0%
0%
N/A
0%
0%
0%
0%
N/A
2021–2022
Salary change
21.5%
11.1%
14.3%
50.0%
20.8%
N/A
2.3%
2.3%
16.7%
0%
N/A
Benefits change
32.0%
4.0%
6.5%
0%
0%
N/A
0%
0%
0%
0%
N/A
Annual Bonus
change
33.9%
-1.9%
15.3%
0%
0%
N/A
0%
0%
0%
0%
N/A
2020–2021
Salary change
8.88%
0.0%
16.7%
0%
0%
N/A
0%
0%
0%
0%
N/A
Benefits change
16.13%
-36.0%
-50.0%
0%
0%
N/A
0%
0%
0%
0%
N/A
Annual Bonus
change
40.6%
25.9%
28.5%
0%
0%
N/A
0%
0%
0%
0%
N/A
2019–2020
Salary change
6.2%
0%
0%
0%
0%
N/A
0%
0%
0%
0%
N/A
Benefits change
-8.7%
0%
0%
0%
0%
N/A
0%
0%
0%
0%
N/A
Annual Bonus
change
12.49%
+124%
+124%
0%
0%
N/A
0%
0%
0%
0%
N/A
71
Sayma Cox was appointed as a Non-Executive Director on 1 March 2025.
72
Amy Lashinsky resigned from the Board effective 28 February 2025.
73
Martin Houston was appointed as a Non-Executive Director with effect from 16 November 2023 and appointed as Chair of the ESSR
Committee with effect from 1 February 2024. His gross annual fees in 2023 were set at £55,000 and were increased to £80,000 from 1
January 2024. He receives and additional £15,000 per annum for his appointment as Chair of the ESSR Committee.
Annual report 2025 |
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141
Since Energean plc only has 24 UK employees, it is exempt from the legislative requirement to disclose a ratio
between the remuneration of the CEO and UK employees. However, the Committee continues to monitor the
approach to remuneration that applies to the wider workforce. This includes reviewing CEO pay ratio data on
an annual basis as part of an annual HR update, as well as reviewing other pay analysis and detail including
gender pay gaps, and demographic information. Further detail on the Committee’s approach to the wider
workforce is set out in the wider workforce section on page 141.
Relative importance of the spend on pay
The table below illustrates the total expenditure on remuneration in 2024 and 2025 for all of the Company’s
employees compared to dividends payable to shareholders.
2025 $m
2024 $m
Change
Total expenditure on remuneration
97.2
92.1
5.6%
Dividends payable to shareholders/share buybacks
220.8
219.8
0.5%
Consideration by the Directors of matters relating to Directors’ remuneration
The Remuneration & Talent Committee is chaired by Kimberley Wood, and comprises Karen Simon, Andrew
Bartlett and Andreas Persianis. Details of their attendance is set out on page 95. The Remuneration & Talent
Committee met 5 times during 2025. Other attendees present at these meetings by invitation were the CEO,
the CFO, the Group HR Director and the Company Secretary. No individual took part in decision-making when
their own remuneration was being determined. The Remuneration & Talent Committee is responsible for
determining the Company Chair’s fee and all aspects of Executive Director remuneration, as well as the
determination of other senior management’s remuneration. The Remuneration & Talent Committee also
oversees the operation of all share plans. Full terms of reference of the Remuneration & Talent Committee are
available on our website at www.energean.com.
During the year, the Remuneration & Talent Committee received independent and objective advice from
Deloitte LLP principally on market practice and pay governance for which Deloitte LLP was paid £130,850 in
fees (charged on a time plus expenses basis). Deloitte LLP is a founding member of the Remuneration
Consultants Group and as such, voluntarily operates under the code of conduct in relation to executive
remuneration consulting in the UK. Deloitte LLP has also provided advice to the Company in relation to
consulting services, accounting and UK Corporate Governance Code compliance services.
Workforce remuneration and engagement
The Remuneration & Talent Committee is committed to ensuring that the wider workforce pay and talent
context factors into the approach to executive remuneration at Energean. The designated NED responsible for
ensuring the “employee voice” is heard at the Board is Kimberley Wood. In addition, Board members regularly
attend Company events, including town hall meetings and social events, where they meet with the workforce,
and hear views on wider Company matters.
The Board regularly receives analysis around the wider workforce. For example, in its September meeting, the
Committee received an HR Update, including a pay and benefits analysis broken down by jurisdiction, and
analysis of the gender pay gap and CEO pay ratio, as well as information and insight on demographic
characteristics of the workforce, and key HR undertakings in the year.
This data allows the Committee to make decisions around executive pay while being aware of the approach
being taken to pay across the wider Company. Pay at Energean is designed to align outcomes between the
wider workforce and the senior leadership team. The bonus scorecard outcome cascades through the
Company, with senior employees who participate in the annual bonus receiving an outturn aligned with the
Executive Directors. There is broad participation in the Long-Term Incentive Plan, with all participants’ awards
based on the same performance measures as the Executive Directors.
Shareholder voting on remuneration resolutions
Votes cast at the 2025 AGM in respect of the approval of the Directors’ Remuneration Report and the Directors’
Remuneration Policy are given below.
Annual report 2025 |
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142
Both resolutions received significant majority support at the AGM, and major proxy agencies also
recommended votes in favour of these resolutions. The Committee engaged with our major shareholders prior
to finalising the Remuneration Policy, and the feedback and input received from shareholders was valuable in
shaping our final proposals. Consultation feedback that we received was positive, recognising the rationale for
the changes in the context of Energean’s growth, and the strength and experience of our management
team. The overall level of support for the resolutions partially reflects the global nature of our shareholder
register, with investor expectations on broader governance matters in certain jurisdictions differing from FTSE
market norms.
The Committee will continue to engage with shareholders on a proactive basis where it anticipates making
material changes to its pay framework for Executive Directors.
Votes for
Votes against
Votes withheld
Approval
of
the
Directors’
Remuneration Policy 2025 AGM
116,532,843 (81.56%)
26,354,080 (18.44%)
5,085
Approval of the Annual Report on
Remuneration 2025 AGM
115,467,361 (82.35%)
24,746,460 (17.65%)
2,678,187
External Board appointments
Executive Directors are not normally entitled to accept a Non-Executive Director appointment outside the
Company without the prior approval of the Board. Neither of the current Executive Directors currently holds
any such appointment.
By order of the Board.
Kimberley Wood
Chair of the Remuneration & Talent Committee
18 March 2026
Annual report 2025 |
Energean
143
Group Directors’ Report
The Directors are pleased to present their report on the affairs of the Group, together with the financial
statements for the year ended 31 December 2025. The Corporate Governance Statement set out on
pages 94-101 forms part of this report.
Details of financial instruments and financial risks are set out in Note 27.2 to the financial statements
on pages 232-235. These details provide insights into how the Group manages its financial risk
exposures and the strategies in place to mitigate these risks, especially in light of recent strategic
developments.
An indication of likely future developments in the business of the Company and its subsidiaries are
included in the Strategic Report. This section discusses our approach to enhance operational
efficiencies and expand market reach.
Details of the Company’s engagement with employees, suppliers, customers and other key
stakeholders is covered in the Section 172 (1) statement on pages 80-83.
The Directors monitor the emerging and principal risks facing the Company and the Group, and there
are procedures in place to identify and manage emerging risks. The Group’s principal risks and
uncertainties are detailed on pages 69-79.
The Company recognises the benefits of diversity in the boardroom and believes that a wide range of
experience, backgrounds, perspectives and skills supports effective decision-making and long-term
success. The Company is committed to diversity, equity and inclusion (“
DEI
”) across the Group and
continues to embed these principles within its culture, governance and people practices. Building on the
culture audit conducted by Inclusive Employers in 2023, the Company has developed and progressed
its DEI mission, vision and strategy, with a focus on awareness, accountability and inclusion across the
organisation. In 2025, the Board continued to oversee the implementation of these initiatives and to
monitor progress. The Company’s DEI Policy, which was updated in 2025 to align with Principle J of the
Code, remained in place throughout the year and continues to support fair, inclusive and transparent
approaches to appointments, succession planning and workforce engagement.
The Group’s financial results for the year ended 31 December 2025 are set out in the consolidated
financial statements.
During 2025, the Directors approved the payment of the Company’s interim dividends:
Relevant operating period
Payment per ordinary share
Payment date
74
Q4 2024
$0.30
31 March 2025
Q1 2025
$0.30
30 June 2025
Q2 2025
$0.30
30 September 2025
Q3 2025
$0.30
29 December 2025
On 16 February 2026, the Company announced that for the Q4 2025 operating period related to the
three months ended 31 December 2025, the Directors had declared an interim dividend of $0.30 per
ordinary share to be paid on 30 March 2026.
Capital structure
Details of the issued share capital are shown in Note 19 to the financial statements on pages 216-217. As
at 31 December 2025, the Company’s issued share capital consisted of 184,280,959 ordinary shares of
74
Payment date is stated as the date upon which payment is initiated by Energean.
Annual report 2025 |
Energean
144
£0.01 each. The Company has only one class of share, which carries no right to fixed income. Each
share carries the right to one vote at General Meetings of the Company. No person has any special
rights of control over the Company’s share capital and all issued shares are fully paid. There are no
specific restrictions on the size of a holding nor on the transfer of shares, which are both governed by
the general provisions of the Company’s Articles of Association (the “
Articles
”) and prevailing
legislation. The Directors are not aware of any agreements between holders of the Company’s shares
that may result in restrictions on the transfer of securities or on voting rights. Details of employee share
plans are outlined in Note 3.13 to the financial statements on page 184.
Directors’ appointments and powers
With regard to the appointment and replacement of Directors, the Company is governed by the
Articles, the UK Corporate Governance Code, the Companies Act and related legislation. The powers
of the Directors are described in the Articles and the Schedule of Matters Reserved for the Board,
copies of which are available on request.
Directors’ authority over shares
The authority to issue shares in the Company may only be granted by the Company’s shareholders and,
once granted, such authority can be exercised by the Directors. At the 2025 AGM, shareholders
approved a resolution for the Company to make purchases of its own shares to a maximum of 10% of
its issued ordinary shares. This resolution remains in force until the conclusion of the AGM in 2026. As
at 18 March 2026, the Directors had not exercised this authority.
There are a number of agreements entered into by members of the Group that take effect, alter or
terminate upon a change of control of the Company, such as commercial contracts and bank loans and
other financing agreements. The following significant agreements will, in the event of a change of
control of the Company, be affected as follows:
Under the 5.625% Senior Secured notes due 2031 (€400 million), upon a change of control (save
for certain exceptions) of the Company, each noteholder has the right to require the Company
to repurchase all or any part of that holder’s notes at a premium plus accrued and unpaid
interest.
Under the three-year $300 million Revolving Credit Facility, upon a change of control, within a
short notice period, the Facility Agent is entitled to cancel the available commitments of each
lender and declare all amounts outstanding due and payable.
Under the $125 million unsecured facility, upon a change of control, within a short notice period,
the Lender is entitled to cancel the available commitments and declare all amounts outstanding
due and payable.
Under the Energean Israel $2.625 billion Senior Secured Notes, upon a change of control (save
for certain exceptions) of the Sponsor (Energean Israel Limited), or the Issuer (Energean Israel
Finance Ltd.), each noteholder has the right to require the Issuer to repurchase all or any part of
that holder’s notes at a premium plus accrued and unpaid interest.
Under the 10-year $750 million Energean Israel senior-secured Term Loan, upon a change of
control (save for certain exceptions) of the Sponsor (Energean Israel Limited), or the Borrower
(Energean Israel Finance Ltd.), each lender has the right to require the Borrower to repurchase
all or any part of that lender’s loans at a premium plus accrued and unpaid interest.
Furthermore, the Directors are not aware of any agreements between the Company and its Directors
or employees that provide for compensation for loss of office or employment that arises in relation to
a takeover.
Directors’ details
The biographical details and appointments of the Directors are set out on pages 88-93. All of the
Directors at the time of writing will offer themselves for re-election at the AGM in May 2026.
The Directors who served during the year and up to the date of approval of this report were:
Karen Simon (Non-Executive Chair)
Annual report 2025 |
Energean
145
Matthaios Rigas (Chief Executive Officer)
Panagiotis Benos (Chief Financial Officer)
Andrew Bartlett (Senior Independent Non-Executive Director)
Martin Houston (Independent Non-Executive Director)
Efstathios Topouzoglou (Non-Executive Director)
Andreas Persianis (Independent Non-Executive Director)
Kimberley Wood (Independent Non-Executive Director)
Amy Lashinsky (Independent Non-Executive Director) – Resigned from the Board of Directors
on 28 February 2025
Sayma Cox (Independent Non-Executive Director) – Appointed to the Board of Directors on 1
March 2025
Articles of Association
The Company’s Articles may only be changed by special resolution at a General Meeting of
shareholders. The Articles contain provisions regarding the appointment, retirement and removal of
Directors. A Director may be appointed by an ordinary resolution of shareholders in a General Meeting
following nomination by the Board (or member(s) entitled to vote at such a meeting). The Directors may
appoint a Director during any year; however, the individual must stand for re-election by shareholders
at the next AGM.
Directors’ indemnities
During the financial year, the Company had in place a qualifying third-party indemnity provision (as
defined in Section 234 of the Companies Act 2006) for the benefit of each of its Directors and the
Company Secretary, pursuant to which the Company will, to the fullest extent permitted by law and to
the extent provided by the Articles of Association, indemnify them against all costs, charges, losses and
liabilities incurred by them in the execution of their duties. These indemnity provisions were updated
during the course of the year. The Company also has Directors’ and Officers’ liability insurance in place.
Political contributions
No political donations were made during the year (2024: nil).
Significant events since 31 December 2025
Details of significant events since the balance sheet date are contained in Note 31 to the consolidated
financial statements on page 244.
Annual report 2025 |
Energean
146
Substantial shareholdings
At the time of writing, the Company had received notifications in accordance with the FCA’s Disclosure
and Transparency Rule 5.1.2 of the following interests of 3% or more in the voting rights of the
Company. The Company has also received one notification subsequent to the end of the reporting
period which is included in the following. The percentage of issued share capital was calculated as at
the date of the relevant disclosures:
Shareholder
75
Number of
shares
Number of
voting rights
% of issued
share capital
Date of
notification
The Phoenix Financial Ltd.
15,446,983
18,238,427
(indirect)
9.90%
18 Feb 2026
Efstathios Topouzoglou
76
16,677,249
16,677,249
(indirect)
9.050%
8 Apr 2025
Matthaios Rigas
77
14,854,444
14,854,444
(indirect)
8.34%
12 Sep 2022
Migdal
Insurance
&
Financial
Holdings Ltd
14,069,263
14,069,263
(indirect)
7.63%
19 Sep 2025
Clal Insurance Enterprises Holdings
Ltd
10,483,592
126,603
(direct)
10,356,989
(indirect)
5.69%
25 Feb 2026
Harel
Insurance
Investments
&
Financial Services Ltd.
9,317,983
9,317,983
(indirect)
5.26%
23 Nov 2023
Menora Mivtachim Holdings Ltd.
7,618,819
7,618,819
(indirect)
4.13%
28 Sep 2025
Aggregate of abrdn plc affiliated
investment
management
entities
with
delegated
voting rights
on
behalf
of
multiple
managed
portfolios
78
6,640,126
6,640,126
(indirect)
3.73%
8 Nov 2022
Meitav Investment House Ltd
5,720,391
5,720,391
(indirect)
3.10%
11 Nov 2025
75
A notification received from The Capital Group Companies, Inc. on 26 November 2019 disclosed a position of 8,214,141 shares.
Company analysis based on the Register of Members would indicate this shareholding is no longer greater than 3% despite no
further TR1 having been received.
A notification received from Pelham Capital Ltd. on 10 September 2019 disclosed a position of 7,353,314 shares. Company
analysis based on the Register of Members would indicate this shareholding is no longer greater than 3% despite no further TR1
having been received.
76
The notification received from Efstathios Topouzoglou on 8 April 2025 disclosed a position for OilCo Investments Limited of
8.996% of the Company’s voting rights. The entire issued share capital of OilCo Investments Limited is held by Trustena GmbH,
in its capacity as trustee to “The Energy Trust”, a trust in which Efstathios Topouzoglou is the sole primary beneficiary.
77
A notification received from Growthy Holdings Co. Limited, a company owned by Matthaios Rigas, on 12 September 2022
disclosed a position of 8.34% for Matthaios Rigas. This notification was a replacement correcting an announcement originally
released on 1 July 2022. This notification also disclosed a position of 7.83% Growthy Holdings Co. Limited.
78
A notification received from abrdn plc on 8 November 2022 disclosed a position of “Below 5%”. Company analysis based on
the Register of Members dated 30 November 2022 indicates holding was 6,640,126 as at 30 November 2022.
Annual report 2025 |
Energean
147
Annual General Meeting (“AGM”)
The Company’s AGM will be held in London in May 2026. Formal notice of the AGM will be issued
separately from this Annual Report and Accounts.
Registrars
The Company’s share registrar in respect of its ordinary shares traded on the London Stock Exchange
is Computershare Investor Services plc, full details of which can be found in the Company Information
section on page 273.
Greenhouse gas (“GHG”) emissions reporting
Details of the Group’s emissions are contained in the Strategic Review on pages 36-41.
Directors’ statement of disclosure of information to auditor
Each of the Directors in office at the date of the approval of this Annual Report and Accounts has
confirmed that, so far as such Director is aware, there is no relevant audit information (as defined in
Section 418 of the Companies Act 2006) of which the Company’s auditor is unaware; and such Director
has taken all the steps that he/she ought to have taken as a Director in order to make himself/herself
aware of any relevant audit information and to establish that the Company’s auditor is aware of that
information. This confirmation is given and should be interpreted in accordance with the provisions of
Section 418 of the Companies Act 2006.
Going concern
The Group carefully manages the risk of a shortage of funds by closely monitoring its funding position
and its liquidity risk. The going concern assessment covers the period up to 30 June 2027 from the date
of approval of the Group Financial Statements (the “
Assessment Period
”).
In forming its assessment of the Group’s ability to continue as a going concern, including its review of
the forecasted cash flow of the Group over the Forecast Period, the Board has made judgements
about:
Reasonable sensitivities appropriate for the current status of the business and the wider macro
environment.
The Group’s ability to implement the mitigating actions within the Group’s control, in the event
these actions were required.
After careful consideration, the Directors are satisfied that the Group has sufficient financial resources
to continue in operation for the foreseeable future, for the Assessment Period from the date of
approval of the Group Financial Statements. For this reason, they continue to adopt the going concern
basis in preparing the Group consolidated financial statements.
Overseas branches and subsidiaries
Details of subsidiaries of the Group are set out in Note 32 to the Financial Statements on page 245.
Hedging
Details of hedging are set out in Note 27.2 to the Financial Statements on page 232.
Independent auditor
Having reviewed the independence and effectiveness of the auditor, the Audit & Risk Committee has
recommended to the Board that the existing auditor, Ernst & Young LLP (“
EY
”), be reappointed. EY has
expressed its willingness to continue in office as auditor. An ordinary resolution to reappoint EY as
auditor of the Company will be proposed at the forthcoming AGM.
Annual report 2025 |
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148
Requirements of the Listing Rules
The following table provides references to where the information required by Listing Rule 6.6.1R is
disclosed.
Listing Rule requirement
Listing Rule reference
Section
Capitalisation of interest
UKLR 6.6.1R (1)
Note 9/page 203
Publication
of
unaudited
financial
information
UKLR
6.6.1R (2)
Not applicable
Long-term incentive schemes
UKLR
6.6.1R (3)
Director remuneration report/
pages 130-168
and Note 26,
page
230
of
the
financial
statements
Director emoluments
UKLR
6.6.1R (4), (5)
No such waivers
Allotment of equity securities
UKLR
6.6.1R (6), (7)
No such share allotments
Listed shares of a subsidiary
UKLR
6.6.1R (8)
Not applicable
Significant contracts with Directors
and controlling shareholders
UKLR
6.6.1R (9), (10)
Directors’
report/pages
143-
148
Dividend waiver
UKLR
6.6.1R (11), (12)
Not applicable
Board
statement
in
respect
of
relationship
agreement
with
the
controlling shareholder
UKLR
6.6.1R (13)
Not applicable
This Directors’ Report was approved by the Board and signed on its behalf by the Company Secretary
on 18 March 2026.
By order of the Board
Stuart Vernon
Company Secretary
18 March 2026
Company number: 10758801, One Great Cumberland Place, London W1H 7AL
Annual report 2025 |
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149
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report, including the Group and the Company
financial statements, in accordance with applicable law and regulations. Company law requires the
Directors to prepare financial statements for each financial year.
Under the UK Companies Act 2006 the Directors are required to prepare the Group financial
statements in accordance with UK-adopted International Accounting Standards (“
UK-adopted IAS
”)
and have elected to prepare the Company financial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law),
including Financial Reporting Standard 101 Reduced Disclosure Framework (“
FRS 101
”).
The Directors must not approve the financial statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group
and the Company for that period.
In preparing the Group and the Company financial statements the Directors are required to:
Select suitable accounting policies in accordance with IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors and then apply them consistently.
Make judgements and accounting estimates that are reasonable and prudent.
Present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information.
Provide additional disclosures when compliance with the specific requirements in UK-adopted
IAS (and in respect of the Company financial statements, FRS 101) is insufficient to enable users
to understand the impact of particular transactions, other events and conditions on the Group’s
and the Company’s financial position and financial performance.
In respect of the Group financial statements, state whether UK-adopted IAS have been followed,
subject to any material departures disclosed and explained in the financial statements.
In respect of the Company financial statements, state whether applicable UK accounting
standards including FRS 101 have been followed, subject to any material departures disclosed
and explained in the financial statements.
Prepare the financial statements on the going concern basis unless it is appropriate to presume
that the Company and/or the Group will not continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Group’s and the Company’s transactions and disclose with reasonable accuracy at any time
the financial position of the Group and the Company and enable them to ensure that the Group and the
Company financial statements comply with the UK Companies Act 2006. They are responsible for
safeguarding the assets of the Group and Company and hence for taking reasonable steps to prevent
and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a strategic
report, directors’ report, directors’ remuneration report and corporate governance statement that
complies with that law and those regulations. The Directors are responsible for the maintenance and
integrity of the corporate and financial information included on the Company’s website.
Legislation in the UK governing the preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Directors’ responsibility statement:
The Directors confirm, to the best of their knowledge:
That the Group financial statements, prepared in accordance with the UK Companies Act 2006
and UK-adopted IAS, give a true and fair view of the assets, liabilities, financial position and
profit of the parent company and the undertakings included in the consolidation taken as a
whole.
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150
That the Annual Report, including the Strategic Report, includes a fair review of the development
and performance of the business and the position of the Company and the undertakings included
in the consolidation taken as a whole, together with a description of the principal risks and
uncertainties that they face.
That they consider the Annual Report and Accounts, taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Group’s
and the Company’s position and performance, business model and strategy.
This responsibility statement was approved by the Board of Directors on 18 March 2026 and is signed
on its behalf by:
Matthaios Rigas
Director
18 March 2026
Panagiotis Benos
Director
18 March 2026
Annual report 2025 |
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151
Financial Statements
Independent Auditor’s Report to the Members of
Energean plc
Opinion
In our opinion:
Energean plc’s group financial statements and Parent Company financial statements (the “financial
statements”) give a true and fair view of the state of the Group’s and of the Parent Company’s affairs
as at 31 December 2025 and of the Group’s loss for the year then ended;
the Group financial statements have been properly prepared in accordance with UK adopted
international accounting standards;
the Parent Company financial statements have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting Practice; and
the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements of Energean plc (the ‘Parent Company’) and its subsidiaries
(the ‘Group’) for the year ended 31 December 2025 which comprise:
Group
Parent Company
Group statement of financial position as at 31
December 2025
Company statement of financial position as at
31 December 2025
Group income statement for the year then ended
Company statement of changes in equity for
the year then ended
Group statement of comprehensive income for the
year then ended
Related
notes
1
to
19
to
the
financial
statements
including
material
accounting
policy information
Group statement of changes in equity for the year
then ended
Group statement of cash flows for the year then
ended
Related notes 1 to 33 to the financial statements,
including material accounting policy information
The financial reporting framework that has been applied in the preparation of the group financial
statements is applicable law and UK adopted international accounting standards. The financial
reporting framework that has been applied in the preparation of the Parent Company financial
statements is applicable law and United Kingdom Accounting Standards, including FRS 101 “Reduced
Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Annual report 2025 |
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152
Independence
We are independent of the Group and Parent Company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard
as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the
Parent Company and we remain independent of the Group and the Parent Company in conducting the
audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the
Directors’ assessment of the Group and Parent Company’s ability to continue to adopt the going
concern basis of accounting included the following procedures:
In conjunction with our walkthrough of the Group’s financial close process, we confirmed our
understanding of management’s going concern assessment process which included the
preparation of a base case cash flow model covering the period 19 March 2026 to 30 June 2027,
a reasonable worst-case scenario and three reverse stress test scenarios.
We assessed the appropriateness of the duration of the going concern assessment period to 30
June 2027 and considered whether there are any known events or conditions that will occur
beyond the period.
We tested the integrity of the models used to calculate the forecast cash flows underlying the
going concern assessment and, where applicable, assessed consistency with information
relevant to other areas of our audit, including impairment assessments, recent third-party
reserves and resources reports and deferred tax asset recoverability assessments.
We assessed the reasonableness of the key assumptions included in the base case and
reasonable worst case cash flow models. Our evaluation of the key assumptions within the
models included comparing oil and gas price forecasts to external data, comparing forecast gas
prices in Israel to agreed sales contracts, verifying reserves and production estimates to the
reserves report prepared by management’s external specialist and ensuring consistency of
forecast operating costs and capital expenditure against approved budgets. We also searched
for potentially contradictory evidence that could indicate that management’s assumptions were
inappropriate included assessing the potential impact of the ongoing unrest in Israel and
surrounding Regions.
We challenged the amount and timing of mitigating actions available to respond to the
reasonable worst case, including the delay in of capital expenditure on Katlan, and assessing
whether those actions were feasible and within the Group’s control.
We verified the starting cash position and the available financing facilities, including confirming
the terms of the new EUR 400 million senior secured notes, and the new $70m Unsecured Term
Loan facility in Israel.
We considered Energean’s commitment to climate change initiatives and ensured that the
corresponding cashflows have been considered in the going concern forecast, which include the
expected capex outflow and receipt of grants.
We verified that any material, non-recurring cash outflows or inflows to and from third parties
were reasonable and supported by relevant contractual terms or legal advice.
We evaluated the appropriateness of management’s three reverse stress test scenarios and
assessed the likelihood of such conditions arising during the going concern assessment period to
be remote.
We obtained and audited an additional adverse scenario where production from the FPSO in
Israel remains suspended across the entirety of the going concern period, and we are satisfied
that the Group is able to maintain positive liquidity throughout the going concern period, when
applying appropriate mitigating actions.
Annual report 2025 |
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153
We reviewed the Group’s going concern disclosures included in the financial statements in order
to assess whether the disclosures were appropriate and accurately reflected the outcome of the
Directors’ assessment process.
Our key observations:
The Directors’ assessment forecasts that the Group will retain sufficient liquidity throughout the
going concern assessment period in both the base case and reasonable worst-case scenario.
The Directors consider the reverse stress test scenarios to be remote based on forecast
commodity prices and production performance to date, forecasts for the period and the
additional liquidity provided by the available and undrawn facilities across the assessment
period.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the Group and
Parent Company’s ability to continue as a going concern for a period through to 30 June 2027.
In relation to the Group and Parent Company’s reporting on how they have applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to in relation to the Directors’
statement in the financial statements about whether the directors considered it appropriate to adopt
the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described
in the relevant sections of this report.
However, because not all future events or conditions can be
predicted, this statement is not a guarantee as to the Group’s ability to continue as a going concern.
Overview of our audit approach
Audit scope
We performed an audit of the complete financial information of five
components and audit procedures on specific balances for a further
five components. For the remaining components, we performed other
audit procedures
Key audit matters
Risk of inappropriate estimation of oil and gas reserves
Recoverability of oil and gas assets
Materiality
Overall group materiality of $26.4m which represents 2.5% of
EBITDAX
79
An overview of the scope of the Parent Company and Group audits
Tailoring the scope
We have followed a risk-based approach when developing our audit approach to obtain sufficient
appropriate audit evidence on which to base our audit opinion. We performed risk assessment
procedures, with input from our component auditors, to identify and assess risks of material
misstatement of the group financial statements and identified significant accounts and disclosures.
When identifying components at which audit work needed to be performed to respond to the identified
risks of material misstatement of the group financial statements, we considered our understanding of
the Group and its business environment, the potential impact of climate change, the applicable financial
framework, the Group’s system of internal control at the entity level, the existence of centralised
processes, applications and any relevant internal audit results.
We determined that certain centralised audit procedures would be performed on the following audit
area: estimation of oil and gas reserves.
79
Earnings Before Interest, Tax, Depreciation, Amortisation and Exploration expenses
Annual report 2025 |
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154
We then identified five components as individually relevant to the Group due to a significant risk or an
area of higher assessed risk of material misstatement of the group financial statements being
associated with the components. These five components of the Group are also individually relevant due
to materiality or financial size of the component relative to the Group.
For those individually relevant components, we identified the significant accounts where audit work
needed to be performed at these components by applying professional judgement, having considered
the group significant accounts on which centralised procedures will be performed, the reasons for
identifying the financial reporting component as an individually relevant component and the size of the
component’s account balance relative to the group significant financial statement account balance.
We then considered whether the remaining group significant account balances not yet subject to audit
procedures, in aggregate, could give rise to a risk of material misstatement of the group financial
statements. We selected five components of the Group to include in our audit scope to address these
risks.
Having identified the components for which work will be performed, we determined the scope to assign
to each component.
Of the ten components selected, we designed and performed audit procedures on the entire financial
information of five components (“full scope components”). For the remaining five components, we
designed and performed audit procedures on specific significant financial statement account balances
or disclosures of the financial information of the component (“specific scope components”).
Our scoping to address the risk of material misstatement for each key audit matter is set out in the Key
audit matters section of our report
Involvement with component teams
In establishing our overall approach to the group audit, we determined the type of work that needed to
be undertaken at each of the components by us, as the group audit engagement team, or by component
auditors operating under our instruction.
The group audit team continued to follow a programme of planned visits that has been designed to
ensure that the Senior Statutory Auditor visits principal business locations of the Group on a rotating
basis. During the current year’s audit cycle, visits were undertaken by the primary audit team to the
component teams in Italy, Egypt and Greece. The primary team also met with the Israeli component
team (as well as the Israeli finance team) in Greece and Italy. These visits involved discussing the audit
approach with the component teams and any issues arising from their work, meeting with local
management, attending planning and closing meetings and reviewing relevant audit working papers
on higher risk areas. The group audit team interacted regularly with the component teams where
appropriate during various stages of the audit, reviewed relevant working papers and were responsible
for the scope and direction of the audit process.
Where relevant, the section on key audit matters
details the level of involvement we had with component auditors to enable us to determine that
sufficient audit evidence had been obtained as a basis for our opinion on the Group as a whole.
This, together with the additional procedures performed at group level, gave us appropriate evidence
for our opinion on the group financial statements.
Climate change
Stakeholders are increasingly interested in how climate change will impact Energean plc. The Group
has determined that the most significant future impacts from climate change on its operations will be
from limited access to capital, increasing costs, reputational damage, and the potential for earlier asset
retirement, amongst others. These are explained on pages 24 to 41 in the required Task Force On
Climate Related Financial Disclosures and on pages 68 to 79 in the principal risks and uncertainties.
They have also explained their climate commitments on pages 24 to 41. All of these disclosures form
part of the “Other information,” rather than the audited financial statements. Our procedures on these
unaudited disclosures therefore consisted solely of considering whether they are materially inconsistent
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with the financial statements or our knowledge obtained in the course of the audit or otherwise appear
to be materially misstated, in line with our responsibilities on “Other information”.
In planning and performing our audit we assessed the potential impacts of climate change on the
Group’s business and any consequential material impact on its financial statements.
The Group has explained in note 4.2 of the consolidated financial statements how they have reflected
the impact of climate change in their financial statements including how this aligns with their
commitment to the aspirations of the Paris Agreement to achieve net zero emissions by 2050.
Significant judgements and estimates relating to climate change are included in note 4. These
disclosures also explain where governmental and societal responses to climate change risks are still
developing, and where the degree of certainty of these changes means that they cannot be taken into
account when determining the recoverable amount of the Group’s cash-generating units under the
requirements of UK adopted international accounting standards.
Our audit effort in considering the impact of climate change on the financial statements was focused
on evaluating management’s assessment of the impact of climate risk, physical and transition, their
climate commitments, the effects of material climate risks disclosed on pages 24 to 41 and the
significant judgements and estimates disclosed in note 4 and whether these have been appropriately
reflected in management’s assessment of impairment indicators, the estimation of oil and gas reserves,
and timing of planned decommissioning activities following the requirements of UK adopted
international accounting standards. As part of this evaluation, we performed our own risk assessment,
supported by our climate change internal specialists, to determine the risks of material misstatement
in the financial statements from climate change which needed to be considered in our audit.
We also challenged the Directors’ considerations of climate change risks in their assessment of going
concern and viability and associated disclosures. Where considerations of climate change were
relevant to our assessment of going concern, these are described above.
Based on our work, whilst we have not identified the impact of climate change on the financial
statements to be a standalone key audit matter, we have considered the impact on the following key
audit matters: (i) Risk of inappropriate estimation of oil and gas reserves; and (ii) Recoverability of oil
and gas assets. Details of the impact, our procedures and findings are included in our explanation of
key audit matters below.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current period and include the most significant assessed
risks of material misstatement (whether or not due to fraud) that we identified. These matters included
those which had the greatest effect on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These matters were addressed in the context
of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a
separate opinion on these matters.
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Risk
Our response to the risk
Risk of inappropriate estimation of
oil and gas reserves
Refer to the Audit & Risk Committee
Report (pages 102-112
); Accounting
policies (pages 171-188
); and Notes 3, 4
and 12 of the Consolidated Financial
Statements.
Energean’s reserves portfolio as at 31
December 2025 included proven and
probable (2P) reserves of 989 mmboe
(2024: 1,058 mmboe) and contingent
(2C) resources of 193 mmboe (2024:
201 mmboe).
The estimation and measurement of
oil and gas reserves is considered to
be a significant risk as it impacts a
number of material elements of the
financial
statements
including
impairment,
decommissioning,
deferred tax asset recoverability and
depreciation,
depletion
and
amortisation (“
DD&A
”).
Reserve
estimation
is
complex,
requiring technical input based on
geological
and
engineering
data.
Management’s
reserves
estimates
are provided by external specialists
DeGolyer and MacNaughton (“
D&M
”)
and Netherland, Sewell & Associates,
Inc (“
NSAI
”).
We performed the following procedures to address the risk
of inappropriate estimation of oil and gas reserves:
We confirmed our understanding of Energean’s oil
and gas reserve estimation process and the control
environment
implemented
by
management
including both the transfer of source data to
management’s
reserves
specialists
and
subsequently the input of reserves information from
the specialists’ reports into the accounting system;
We obtained and reviewed the most recent third-
party reserves and resources reports prepared by
the specialists and compared these for consistency
with other areas of the audit including Energean’s
reserves models, the calculation of DD&A, the
calculation
of the decommissioning provision, the
assessment of deferred tax asset recoverability and
the Directors’ assessment of going concern;
We assessed the qualifications of management’s
specialists;
We investigated all material volume movements, including
the reduction related to the Cassiopea field in Italy which
triggered
the
impairment
referred
to
below,
from
management’s prior period estimates and where there was
lack of movement where changes were expected based on
our understanding of the Group’s operations and findings
from other areas of our audit;
We ensured that information gained as part of our
other
audit
procedures
was
included
in
the
assessment of the external specialists;
We
held
discussions
with
the
specialists
to
understand their process and any key judgements
applied in reaching their conclusions. We established
whether they had been placed under any undue
pressure
by
management
to
achieve
certain
outcomes;
We considered the impact of climate change and the
energy transition on the calculation of reserves,
including the impact on commodity price assumption
forecasts and how this affects the economic limit of
the reserves over the forecasted production period
In light of Energean’s pledge to reach net zero
emissions by 2050, we considered the extent of
reserves recognised that are due to be produced
beyond 2050 in assessing the potential impact of a
risk of stranded assets.
The audit procedures to address this risk were either
performed directly by the primary team or performed by
our component teams with oversight from the primary
team.
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Key observations communicated to the Audit Committee
We reported to the Audit & Risk Committee that:
Based on our procedures we deem the process of estimating reserves to be appropriate, and
no issues were noted when assessing the competency, objectivity and independence of
management’s internal and external specialists;
We did not identify any errors or factual inconsistencies with reference to Energean’s oil and
gas reserves estimates that would materially impact the financial statements and, as a result,
we consider the reserve estimates to be reasonable; and
We are satisfied that the reserves disclosed in the Annual Report & Accounts are consistent
with those we have audited.
How we scoped our audit to respond to the risk and involvement with component teams
Some of the audit procedures to address the risk associated with the ‘Inappropriate estimation of
oil and gas reserves’ were performed directly by the Group audit team. Other procedures were
performed by the respective Component audit teams with oversight and supervision from the
Group audit team.
We issued instructions to the component audit teams detailing the audit procedures to be
performed, maintained regular correspondence with the component audit teams, reviewed their
working papers, and performed site visits to the respective locations.
Risk
Our response to the risk
Recoverability of oil and gas assets
Refer to the Audit & Risk Committee
Report (pages 102-112
); Accounting
policies (pages 171-188
); and Notes 3, 4
and 12 of the Consolidated Financial
Statements.
Energean’s oil and gas assets balance
as at 31 December 2025 amounted to
$4,203 million (2024: $4,447 million).
There is a risk that capitalised costs
associated with oil and gas assets in
the development or production stage
may
be
carried
at
a
value
that
exceeds
their
future
recoverable
value.
In accordance with IAS 36 Impairment
of Assets, at the end of each reporting
period
an
entity
should
assess
whether there is any indication that
an asset may be impaired or there
might
be
a
reversal
of
a
prior
impairment.
This
includes
any
potential
impair
ment
which
could
arise as a result of energy transition
away
from
fossil-
based
energy
sources to renewable alternatives.
We performed the following procedures to address the risk
of recoverability of oil and gas assets:
Assessed the appropriateness and completeness of
management's impairment indicator assessment in
the context of IAS 36;
Performed
a
walk-
through
to
confirm
our
understanding of Energean’ s impairment indicator
assessment
process,
as
well
as
the
controls
implemented by management;
Ensured
management
considered
any
possible
impacts
from
the
conflict
in
Israel
and
the
surrounding Regions in their impairment indicator
assessment with regards to the Karish CGU in Israel;
and
Ensured the implications of climate change are
considered by Management, including any climate-
related commitments, in their impairment indicator
assessment.
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Where indicators of impairment exist,
management
determines
the
recoverable amount of the asset or
cash
generating
unit
(‘CGU’)
by
preparing
discounted
cash
flow
models and comparing this to the
carrying value of the asset.
In the current period, management
identified an impairment indicator on
the Cassiopea CGU in Italy, in relation
to a material reduction in 2P reserves
and
the
lower-than-forecast
production for the period driven by
higher-than-expected water levels. A
full
impairment test was performed
and a $286 million impairment charge
was recognised (2024: $96 million
with respect to the Prinos CGU in
Greece).
We have identified this as an area of
significant risk, due to the degree of
judgement and estimation involved.
The risk has increased in the current
year
due
to
the
existence
of
impairment indicators.
As at 31 December 2025, an indicator of impairment was
identified by management in respect of the Cassiopea CGU
in Italy, resulting from a material reduction in 2P reserves.
A full impairment test was subsequently performed.
Accordingly, our audit response
included the following
procedures:
We assessed whether, in light of the actions of the
Operator
and
the
arbitration
claims
between
Energean and the Operator, Energean retained title
to the licence. This included carrying out enquiries
with Energean’s internal and external legal counsel,
and
obtaining and inspecting evidence of the
clarification
issued
by
the
Ministry
of
the
Environment and Energy Security (“MASE”);
We confirmed our understanding of Energean’s
impairment assessment process, as well as the
controls implemented by management;
We benchmarked the Group’s commodity price
assumptions to those provided by our specialists
and
other independent sources;
We performed enquiries and benchmarking on cost
estimate profiles, inflation rates and FX rates based
on
comparison
with
recent
actuals
and
our
understanding obtained from other areas of the
audit and reconciled fiscal terms included in the
model to source documentation;
We reconciled production profiles to the most recent
third-
party
reserves
and
resources
reports
prepared by the specialists and our work performed
over oil and gas reserves estimates;
We engaged our valuation specialists to assist us in
determining the reasonableness of the discount rate
applied by management to the cash flow models;
We
evaluated
the
appropriateness
of
other
assumptions used in the cash flow models ensuring
assumptions have been applied consistently across
other accounting areas;
We performed specific stress tests to determine the
sensitivity of the impairment assessment to changes
in key assumptions;
We
performed
recalculations
and
tested
the
integrity of the underlying cashflow model;
We sensitised the cash flow model using prices in line
with those under a ‘Announced Pledges Scenario’
published by the International Energy Agency to
determine whether any additional disclosures may
be required;
We ensured management considered any possible
impacts from the ongoing conflict in Israel and
surrounding Regions;
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159
We
ensured
management
considered
the
implications of climate change, which included
benchmarking
the
Group’s
carbon
price
assumptions
to
those
of
industry
peers
and
considered any climate-related commitments, in its
impairment assessment; and
We
ensured
that
sufficient
and
appropriate
disclosures are included in the consolidated financial
statements in respect of any impairment assessment
conducted
Key observations communicated to the Audit Committee
We reported to the Audit & Risk Committee that:
Management’s impairment indicator assessment is reasonable and appropriate, taking into
account all relevant internal and external factors;
On the balance of our procedures performed on the key assumptions we consider the
impairment recorded of $286m to be appropriate;
Management’s judgement that the Group retains control over its 40% interest in the
Cassiopea concession is supportable, considering the clarification received by the Group
from the Ministry of the Environment and Energy Security’s that no transfer of interest has
occurred; and
The disclosures included in the financial statement and sufficient, reasonable and
appropriate.
How we scoped our audit to respond to the risk and involvement with component teams
Some of the audit procedures to address the risk associated with the ‘Recoverability of oil and gas
assets’ were performed directly by the Group audit team. Other procedures were performed by the
respective Component audit teams with oversight and supervision from the Group audit team.
We issued instructions to the component audit teams detailing the audit procedures to be
performed, maintained regular correspondence with the component audit teams, reviewed their
working papers, and performed site visits to the respective locations.
In the prior year, our auditor’s report included a key audit matter in relation to: (i) The estimation of oil
and gas reserves; and (ii) The recoverability of oil and gas assets. This is consistent with the key audit
matters included in the current year.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of
identified misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably
be expected to influence the economic decisions of the users of the financial statements. Materiality
provides a basis for determining the nature and extent of our audit procedures.
We determined materiality for the Group to be $26.4 million (2024: $27.6 million), which is 2.5% (2024:
2.5%) of EBITDAX (“Earnings Before Interest, Tax, Depreciation, Amortisation and Exploration
expenses”). We believe that EBITDAX provides us with a suitable basis for calculating materiality, since
this provides an indication of the Group’s ability to generate cash, which helps investors to evaluate the
Group's ability to service its debt and to pay dividends, thereby assessing their return on investment.
We determined materiality for the Parent Company to be $12.6 million (2024: $11.2 million), which is
0.75% (2024: 0.75%) of total assets.
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160
During the course of our audit, we reassessed initial materiality and opted to maintain our planning
materiality level for the purpose of completing our audit procedures, as the same was below our final
materiality.
Performance materiality
The application of materiality at the individual account or balance level.
It is set at an amount to reduce
to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control
environment, our judgement was that performance materiality was 50% (2024: 50%) of our planning
materiality, namely $13.2 million (2024: $13.8 million).
We have set performance materiality at this
percentage due to quantitative and qualitative assessment of prior year misstatements, our
assessment of the Group’s overall control environment, and consideration of relevant changes in
market conditions during the year.
Audit work was undertaken at component locations for the purpose of responding to the assessed risks
of material misstatement of the group financial statements. The performance materiality set for each
component is based on the relative scale and risk of the component to the Group as a whole and our
assessment of the risk of misstatement at that component. In the current year, the range of
performance materiality allocated to components was $2.6 million to $9.9 million (2024: $2.8 million to
$10.4 million).
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in
excess of $1.3m (2024: $1.4m), which is set at 5% of planning materiality, as well as differences below
that threshold that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality
discussed above and in light of other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the annual report set out on pages 1-150
and 265-271, including the Strategic Report and the Directors’ Report set out on pages 5-23 and 143-
148, other than the financial statements and our auditor’s report thereon. The Directors are responsible
for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained in the
course of the audit or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether this gives
rise to a material misstatement in the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of the other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared
in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
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161
the information given in the Strategic Report and the Directors’ Report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors’ Report have been prepared in accordance with
applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements in the
Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the Parent Company, or returns adequate
for our audit have not been received from branches not visited by us; or
the Parent Company financial statements and the part of the Directors’ Remuneration Report
to be audited are not in agreement with the accounting records and returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going concern, longer-term viability and that
part of the Corporate Governance Statement relating to the Group and Company’s compliance with
the provisions of the UK Corporate Governance Code specified for our review by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the Corporate Governance Statement is materially consistent with the financial statements
or our knowledge obtained during the audit:
Directors’ statement with regards to the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set out on page 147;
Directors’ explanation as to its assessment of the Company’s prospects, the period this
assessment covers and why the period is appropriate set out on pages 84-87;
Directors’ statement on whether it has a reasonable expectation that the Group will be able to
continue in operation and meets its liabilities set out on pages 84-87;
Directors’ statement on fair, balanced and understandable set out on pages 110 and 150;
Board’s confirmation that it has carried out a robust assessment of the emerging and principal
risks set out on pages 68-79;
The section of the annual report that describes the review of effectiveness of risk management
and internal control systems set out on pages 107-108; and
The section describing the work of the Audit & Risk Committee set out on pages 102-112.
Responsibilities of Directors
As explained more fully in the Directors’ Responsibilities Statement set out on pages 149-150, the
Directors are responsible for the preparation of the financial statements and for being satisfied that
they give a true and fair view, and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due
to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group and Parent
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Directors either intend to liquidate
the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
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162
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The
risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion. The extent to which our procedures are capable
of detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those
charged with governance of the Company and management.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the
Group and determined that the most significant are those that related to the reporting
framework (UK adopted international accounting standards, Companies Act 2006, the UK
Corporate Governance Code and Listing Rules of the UK Listing Authority) and the relevant tax
compliance regulations in the jurisdictions in which the Group operates. In addition, we concluded
that there are certain laws and regulations relating to health and safety, employee matters,
environmental and bribery and corruption practices that may impact upon the financial
statements.
We understood how Energean plc is complying with those frameworks by making enquiries of
management and with those responsible for legal and compliance procedures. We corroborated
our enquiries through inspection of Board minutes, papers provided to the Audit & Risk
Committee and correspondence received from regulatory bodies and noted there was no
contradictory evidence.
We assessed the susceptibility of the group financial statements to material misstatement,
including how fraud might occur by considering the degree of incentive, opportunity and
rationalisation that may exist to undertake fraud, and focussed on opportunities for
management to reflect bias in key accounting estimates. We also considered performance
targets and their influence on efforts made by management to manage earnings or influence the
perceptions of analysts. We determined there to be a risk of fraud associated with management
override of the revenue process, specifically from the posting of manual topside journal entries.
Our procedures incorporated data analytics and manual journal entry testing into our audit
approach.
Based on this understanding we designed our audit procedures to identify non-compliance with
such laws and regulations; this included the provision of specific instructions to component teams.
Our procedures involved journal entry testing, with a focus on manual consolidation journals and
journals indicating large or unusual transactions based on our understanding of the business,
enquiries of group management and a review of Board minutes, Audit & Risk Committee papers,
Internal Audit reports and correspondence received from regulatory bodies.
We ensured our global team has appropriate industry experience through working for many
years on relevant audits, including experience in the extractive sector. Our audit planning
included considering external market factors, for example geopolitical risk, the potential impact
of climate change, commodity price risk and major trends in the industry.
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163
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at
https://www.frc.org.uk/auditorsresponsibilities
. This
description forms part of our auditor’s report.
Other matters we are required to address
Following the recommendation from the Audit & Risk Committee we were appointed by the
Company on 21 February 2018 to audit the financial statements for the year ending 31 December
2017 and subsequent financial periods.
The period of total uninterrupted engagement including previous renewals and reappointments
is nine years, covering the years ending 31 December 2017 to 31 December 2025 inclusive.
The audit opinion is consistent with the additional report to the Audit & Risk Committee.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part
16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them in an auditor’s report and for no
other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Paul Wallek (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
19 March 2026
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164
Group Income Statement
Year ended 31 December 2025
($’000)
Notes
2025
2024
(Restated)
80
Continuing operations:
Revenue
6
1,728,126
1,779,413
Cost of sales
7
(1,144,906)
(988,285)
Gross profit
583,220
791,128
General and administrative expenses
7
(53,638)
(50,980)
Other operating income
6
44,591
354
Impairment of oil and gas assets
7, 12
(285,726)
(95,607)
Exploration and evaluation expenses and new ventures
7
(11,307)
(10,140)
Exploration cost written off
7, 13
(21,760)
(144,782)
Change in decommissioning provision
23
3,867
(22,368)
Expected credit reversal/ (loss)
7
10,228
(7,481)
Other operating expenses
7
(1,488)
(4,271)
Operating profit
267,987
455,853
Finance income
9
6,334
15,386
Finance costs
9
(259,629)
(271,528)
Net loss on derivatives
9, 27
(2,884)
(392)
Net foreign exchange (loss)/ profit
9
(38,202)
12,639
(Loss)/ Profit before tax
(26,394)
211,958
Taxation expense
10
(231,189)
(84,511)
(Loss)/Profit for the year
(257,583)
127,447
Notes
2025
2024
(Restated)
81
Basic and diluted earnings per share (cents per share)
Basic
11
($1.40)
$0.69
Diluted
11
($1.40)
$0.69
80
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
81
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
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165
Group Statement of Comprehensive Income
Year ended 31 December 2025
($’000)
2025
2024
(Restated)
82
(Loss) / Profit for the year
(257,583)
127,447
Other comprehensive profit/(loss):
Items that may be reclassified subsequently to profit or loss
Net investment hedge
(7,162)
-
Cashflow hedges – gains / (losses) recognised in OCI, net of tax
28,848
(266)
Exchange difference on the translation of foreign operations, net of tax
21,936
(25,183)
Net other comprehensive income/(loss) that may be reclassified to
profit or loss in subsequent periods
43,622
(25,449)
Items that will not be reclassified subsequently to profit or loss
Remeasurement of defined benefit pension plan
(96)
116
Income taxes on items that will not be reclassified to profit or loss
24
(29)
Net other comprehensive income/(loss) that will not be reclassified to
profit or loss in subsequent periods
(72)
87
Other comprehensive profit/(loss) after tax
43,551
(25,362)
Total comprehensive (loss)/profit for the year
(214,033)
102,085
82
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
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166
Group Statement of Financial Position
As at 31 December 2025
($’000)
Notes
2025
2024
(Restated
83
)
Assets
Non-current assets
Property, plant and equipment
12
4,250,419
4,515,359
Intangible assets
13
249,220
216,378
Equity-accounted investments
4
4
Derivative assets
27
3,931
-
Other receivables
18
30,861
33,452
Deferred tax asset
14
156,493
254,065
Restricted cash
16
3,345
2,950
4,694,273
5,022,208
Current assets
Inventories
17
94,193
101,848
Derivative asset
27
22,390
-
Trade and other receivables
18
451,822
422,247
Restricted cash
16
99,399
82,427
Cash and cash equivalents
15
227,213
235,270
895,017
841,792
Total assets
5,589,290
5,864,000
Equity attributable to owners of the parent
Share capital
19
2,459
2,449
Share premium
19
465,331
465,331
Merger reserve
19
139,903
139,903
Other reserves
26,231
5,796
Foreign currency translation reserve
(8,773)
(23,547)
Share-based payment reserve
49,340
41,996
Retained earnings
(532,869)
(54,464)
Total equity
141,622
577,464
83
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
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167
($’000)
Notes
2025
2024
(Restated
83
)
Non-current liabilities
Borrowings
21
3,355,741
3,141,904
Deferred tax liabilities
14
145,110
141,403
Retirement benefit liability
22
1,704
1,551
Provisions
23
777,804
722,016
Trade and other payables
24
36,709
122,384
4,317,068
4,129,258
Current liabilities
Trade and other payables
24
780,062
847,806
Current portion of borrowings
21
229,005
128,000
Current tax liability
8,449
84,847
Derivative financial instruments
-
345
Provisions
23
113,084
96,280
1,130,600
1,157,278
Total equity and liabilities
5,589,290
5,864,000
Approved by the Board on the 18 March 2026:
Matthaios Rigas
Chief Executive Officer
Panagiotis Benos
Chief Financial Officer
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Group Statement of Changes in Equity
Year ended 31 December 2025
($’000)
Share capital
Share premium
Hedges and
Defined
Benefit Plans
reserve
84
Share based
payment
reserve
85
Translation
reserve
86
Retained
earnings
Merger
reserves
Total
At 1 January 2024
2,449
465,331
5,975
32,917
1,636
37,904
139,903
686,115
Profit for the period
-
-
-
-
-
127,447
-
127,447
Cashflow hedge, net of tax
-
-
(266)
-
-
-
-
(266)
Remeasurement of defined benefit pension plan, net of tax
-
-
87
-
-
-
-
87
Exchange difference on the translation of foreign
operations
-
-
-
-
(25,183)
-
-
(25,183)
Total comprehensive income
-
-
(179)
-
(25,183)
127,447
-
102,085
Transactions with owners of the company:
Share based payment charges
-
-
-
9,079
-
-
-
9,079
Dividends (note 20)
-
-
-
-
-
(219,815)
-
(219,815)
At 31 December 2024
2,449
465,331
5,796
41,996
(23,547)
(54,464)
139,903
577,464
Loss for the period
-
-
-
-
(257,583)
-
(257,583)
Net investment hedge
-
-
-
-
(7,162)
-
-
(7,162)
Cashflow hedge, net of tax
-
-
28,848
-
-
-
-
28,848
Remeasurement of defined benefit pension plan, net of tax
-
-
(72)
-
-
-
-
(72)
Exchange difference on the translation of foreign
operations
-
-
-
21,936
-
-
21,936
Total comprehensive income
-
-
28,776
-
14,774
(257,583)
-
(214,033)
Transactions with owners of the company:
Cashflow hedges – basis adjustment transferred to PPE
-
-
(10,833)
-
-
-
-
(10,833)
Cashflow hedge – deferred tax related to basis adjustment
2,492
2,492
Issuance of shares
10
-
-
(10)
-
-
-
-
Share based payment charges
-
-
-
7,354
-
-
-
7,354
Dividends (note 20)
-
-
-
-
-
(220,822)
-
(220,822)
At 31 December 2025
2,459
465,331
26,231
49,340
(8,773)
(532,869)
139,903
141,622
84
Reserve is used to recognise remeasurement gain or loss on cash flow hedges and actuarial gain or loss from the defined benefit pension plan.
85
Share-based payments reserve is used to recognise the value of equity-settled share-based payments granted to parties including employees and key management personnel, as part of
their remuneration.
86
Reserve is used to record unrealised exchange differences arising from the translation of the financial statements of entities within the Group that have a functional currency other than US dollar
and gain or loss on net investment hedge.
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169
Group Statement of Cash Flows
Year ended 31 December 2025
2024
($’000)
Note
2025
(Restated)
87
Operating activities
(Loss)/Profit before taxation
(26,394)
211,958
Adjustments to reconcile profit before taxation to net cash
provided by operating activities:
Depreciation, depletion and amortisation
12,13
580,561
412,825
Impairment loss on property, plant and equipment
12
285,726
95,607
Loss from the sale of property, plant and equipment
7
-
675
Impairment loss on exploration and evaluation assets
13
21,760
144,669
Impairment loss on inventory
-
671
Change in decommissioning provision estimates
23
(3,867)
(8,221)
Defined benefit (gain)/ loss
(107)
(71)
Movement in other provisions
23
(2,665)
704
Finance income
9
(6,334)
(15,386)
Finance costs
9
259,629
271,528
Unrealised loss on derivatives
2,884
392
ECL on trade receivables
(10,228)
7,482
Non-cash revenues from Egypt
88
(24,677)
(34,841)
Other income
(18,635)
(344)
Share-based payment charge
26
7,354
9,079
Net foreign exchange (income)/ loss
9
38,202
(12,639)
Working capital adjustments:
Decrease in inventories
13,767
3,210
Increase in trade and other receivables
(6,329)
(81,058)
Increase in trade and other payables
195,401
121,260
Cash flow from operations
1,306,048
1,127,500
Income tax paid
(162,468)
(5,733)
Net cash inflow from operating activities
1,143,580
1,121,767
87
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
88
Non-cash revenues from Egypt arise due to taxes being deducted at source from invoices as such revenue and tax charges are
grossed up to reflect this deduction but no cash inflow or outflow results.
Annual report 2025 |
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170
2024
($’000)
Note
2025
(Restated)
87
Investing activities
Payment for purchase of property, plant and equipment
12
(750,989)
(580,487)
Payment
for
exploration
and
evaluation,
and
other
13
(108,574)
(184,851)
intangible assets
Payment of deferred consideration for an acquisition of
27
(100,701)
-
subsidiary
Movement in restricted cash
16
(17,367)
(59,954)
Government grant received
24,239
-
Proceeds from disposal of exploration and evaluation and
-
978
other intangible
Amounts received from INGL related to the transfer of
-
1,801
property, plant & equipment
Settlement of foreign exchange hedge
(2,884)
-
Other investing activities
-
2,858
Interest received
6,578
10,236
Net cash outflow for investing activities
(949,698)
(809,419)
Financing activities
Drawdown of borrowings
21
1,500,039
118,000
Repayment of borrowings
21
(1,201,000)
(70,000)
Debt issue costs
21
(36,718)
-
Repayment of obligations under leases
21
(23,400)
(20,467)
Finance cost paid for deferred license payments
-
(4,000)
Finance costs paid
(231,905)
(229,755)
Dividend Paid
(220,822)
(219,815)
Net cash outflow from financing activities
(213,806)
(426,037)
Net decrease in cash and cash equivalents
(19,924)
(113,689)
Cash and cash equivalents at beginning of the period
235,270
346,772
Effect of exchange rate fluctuations on cash held
11,867
2,187
Cash and cash equivalents at end of the period
15
227,213
235,270
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171
1
Corporate Information
Energean plc (the 'Company') was incorporated in England & Wales on 8 May 2017 as a public company
limited by shares, under the Companies Act 2006. Its registered office is at 44 Baker Street, London
W1U 7AL, United Kingdom.
Subsequent to the reporting date, the Company changed its registered
address to One Great Cumberland Place, London, W1H 7AL. The Company and all subsidiaries
controlled by the Company, are together referred to as ‘the Group’.
The Group has been established with the objective of exploration, production and commercialisation of
crude oil, hydrocarbon liquids and natural gas in Israel, Egypt, Italy, Greece, United Kingdom (UK) and
the wider Eastern Mediterranean.
The Group’s core assets and subsidiaries as of 31 December 2025 are presented in notes 32 and 33.
2
Significant accounting policies
2.1
Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis, except for the
revaluation of certain financial instruments that are measured at fair values at the end of each
reporting period, as explained in the accounting policies below.
The consolidated financial statements have been prepared in accordance with UK-adopted
International Accounting Standards (UK-adopted IAS).
The consolidated financial statements have been prepared on a going concern basis. The principal
accounting policies adopted by the Group are set out below.
Going concern
The Group carefully manages the risk of a shortage of funds by closely monitoring its funding position
and its liquidity risk. The going concern assessment covers the period from the date of approval of the
Group Financial Statements on 18 March 2026 to 30 June 2027 ‘the Assessment Period’.
As of 31 December 2025, the Group’s available liquidity was approximately $265 million. In addition to
$227 million of cash and cash equivalents held by the Group at 31 December 2025, this available liquidity
figure includes: (i) c. $1 million available under the $300 million Revolving Credit Facility (‘RCF’) signed
by the Group in September 2025 (with the remainder being utilised to issue Letters of Credit for the
Group’s operations) and (ii) $37 million available under the unsecured loan facility obtained in relation
to the Nitzana project. In addition, the Group holds $103 million of restricted cash, principally
comprising debt service reserve accounts.
The going concern assessment is founded on a cashflow forecast prepared by management and
approved by the Board of Directors, which is based on a number of assumptions, most notably the
Group’s latest life of field production forecasts, budgeted expenditure forecasts, estimated of future
commodity prices (based on recent published forward curves) and available headroom under the
Group’s debt facilities.
The going concern assessment contains a ‘Base Case’ and a ‘Reasonable Worst Case’ (‘RWC’) scenario
and Reverse stress testing.
The Base Case scenario assumes Brent at $65/bbl in 2026 and 2027 with prices for gas sold assumed
at contractually agreed prices for Egypt and Israel throughout the going concern assessment period
and PSV at €35/MWh in 2026 and €30/MWh in 2027.
Under the Base Case, sufficient liquidity is
maintained throughout the going concern period. The Board also considered, as a complementary
scenario to the Base Case, the impact of the signed agreement to acquire interests in offshore Angola,
with an effective date of 1 January 2026 and closing expected by end of 2026, subject to customary
conditions. Under this scenario, the Group's liquidity position remains adequate throughout the
assessment period, demonstrating that the Angola transaction does not adversely affect the Group's
ability to continue as a going concern.
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172
The Group has considered events occurring after the going concern assessment period in course of its
Viability assessment and has not identified any matters that would cast significant doubt on the Group’s
ability to continue as a going concern.
The Group also routinely performs sensitivity tests of its liquidity position to evaluate adverse impacts
that may result from changes to the macro-economic environment, such as a reduction in commodity
prices. These downsides are considered in the RWC going concern assessment scenario. In the light of
the 10 year, senior-secured term loan with Bank Leumi as the Facility Agent and Arranger for $750
million signed by the Group in February 2025 the Group increased its exposure to the floating interest
rates in the assessment period. The group also looks at the impact of changes or deferral of key projects
and downside scenarios to budgeted production forecasts in the RWC.
The two primary downside sensitivities considered in the RWC are: (i) reduced commodity prices; (ii)
reduced production – these downsides are applied to assess the robustness of the Group’s liquidity
position over the Assessment Period. In a RWC downside case, there are appropriate and timely
mitigation strategies, within the Group’s control, to manage the risk of funding shortfalls and to ensure
the Group’s ability to continue as a going concern. Mitigation strategies, within management’s control,
modelled in the RWC include deferral of capital expenditure on operated assets and/or management
of operating expenses to improve the liquidity. Under the RWC scenario, after considering mitigation
strategies, liquidity is maintained throughout the going concern period.
In assessing the Group’s resilience, the Board also considered downside scenario incorporating a
prolonged suspension of production in Israel, reflecting the ongoing geopolitical uncertainty in the
Middle East and the temporary suspension of Israeli production which commenced on 28 February
2026. This scenario was modelled across the full going concern horizon (until 30 June 2027) and
assumes an extended period without Israeli revenues - a scenario which the Board considers to be
remote and unrealistic. Notwithstanding its remote likelihood, and after taking into account available
mitigating actions, the Group maintains adequate liquidity and covenant headroom throughout the
assessment period.
Reverse stress testing was also performed to determine what commodity price or production shortfall
would need to occur for liquidity headroom to be eliminated. The conditions necessary for liquidity
headroom to be eliminated are judged to have a remote possibility of occurring, given the ‘natural
hedge’ provided by virtue of the Group’s fixed-price gas contracts in Israel. In the event a remote
downside scenario occurred, prudent mitigating strategies, consistent with those described above,
could also be executed in the necessary timeframe to preserve liquidity. There is no material impact of
climate change within the Assessment Period and therefore it does not form part of the reverse stress
testing performed by management.
In forming its assessment of the Group’s ability to continue as a going concern, including its review of
the forecasted cashflow of the Group over the Forecast Period, the Board has made judgements about:
Reasonable sensitivities appropriate for the current status of the business and the wider macro
environment; and
the Group’s ability to implement the mitigating actions within the Group’s control, in the event
these actions were required.
After careful consideration, the Directors are satisfied that the Group has sufficient financial resources
to continue in operation for the foreseeable future, for the Assessment Period from the date of
approval of the Group Financial Statements on 18 March 2026 to 30 June 2027. For this reason, they
continue to adopt the going concern basis in preparing the group financial statements.
2.2
New and amended accounting standards and interpretations
The following amendments became effective as at 1 January 2025 and have been applied in the
preparation of these consolidated financial statements:
Amendments to IAS 21 - Lack of exchangeability
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173
The adoption of the above amendments did not lead to any material changes to the Group’s accounting
policies and did not have any other material impact on the financial position or performance of the
Group.
The following relevant amendments and interpretations have been issued but were not effective for
the 2025 reporting period:
Amendments to IFRS 9 and IFRS 7: Classification and measurement of financial instruments;
Annual improvements to IFRS accounting standards: Volume 11;
Amendments to IFRS 9 and IFRS 7: Contracts referencing nature-dependent electricity; and
IFRS 18: Presentation and Disclosure in Financial Statements.
The adoption of the above standards and interpretations is not expected to lead to any material
changes to the Group’s accounting policies or have any material impact on the financial position or
performance of the Group.
2.3
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and
entities controlled by the Company (its subsidiaries) as detailed in note 32. Control is achieved when the
Group is exposed, or has rights, to variable returns from its involvement with the investee and has the
ability to affect those returns through its power over the investee.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated
financial statements from the effective date of acquisition or up to the effective date of disposal,
as appropriate.
3
Summary of material accounting policies
The principal accounting policies and measurement bases used in the preparation of the consolidated
financial statements are set out below. These policies have been consistently applied to all periods
presented in the consolidated financial statements unless otherwise stated.
3.1
Functional and presentation currency and foreign currency translation
Functional and presentation currency
Items included in the consolidated financial statements of the Company and its subsidiaries entities are
measured using the currency of the primary economic environment in which each entity operates (''the
functional currency'').
The functional currency of the Company is US Dollars ($). The US Dollar is the currency that mainly
influences sales prices, revenue estimates and has a significant effect on its operations. The functional
currencies of the Group's main subsidiaries are Euro for Energean Italy Spa, Energean Sicilia Srl,
Energean Oil & Gas S.A. and EnEarth Limited, $ for Energean Group Services Limited, Energean Israel
Limited, Energean Egypt Limited, Energean E&P Holdings Limited, Energean Investments Limited, and
Energean Capital Limited, and GBP for Energean UK Limited and Energean Exploration Limited.
The consolidated financial information is presented in US Dollars and all values are rounded to the
nearest thousand dollars except where otherwise indicated.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
retranslation of monetary assets and liabilities denominated in foreign currencies are recognised in
profit or loss. Such monetary assets and liabilities are translated at year end foreign exchange rates.
Non-monetary items denominated in a foreign currency are translated at the exchange rates
prevailing at the date of the transaction and are not subsequently remeasured.
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174
Translation to presentation currency
For the purpose of presenting consolidated financial statements information, the assets and liabilities
of the Group are expressed in $. The Company and its subsidiaries’ assets and liabilities are translated
using exchange rates prevailing on the reporting date. Income and expense items are translated at the
average exchange rates for the period, unless exchange rates have fluctuated significantly during that
period, in which case the exchange rates at the dates of the transactions are used. Exchange
differences arising are recognised in other comprehensive income and accumulated in the Group's
translation reserve. Such translation differences are reclassified to profit or loss in the period in which
the foreign operation is disposed of.
3.2
Investments in Associates and Joint arrangements
A joint arrangement is one in which two or more parties have joint control. Joint control is the
contractually agreed sharing of control of an arrangement, which exists only when decisions about the
relevant activities require the unanimous consent of the parties sharing control.
A joint arrangement is
either a joint operation or a joint venture.
An associate is an entity over which the Group has significant influence. Significant influence is the
power to participate in the financial and operating policy decisions of the investee but is not control or
joint control over those policies.
Investments in Joint Ventures
A joint venture is a type of joint arrangement whereby the parties that have joint control of the
arrangement have rights to the net assets of the joint venture.
The considerations made in determining significant influence or joint control are similar to those
necessary to determine control over subsidiaries. The Group’s investments in joint ventures are
accounted for using the equity method.
Under the equity method, the investment in a joint venture is initially recognised at cost. The carrying
amount of the investment is adjusted to recognise changes in the Group’s share of net assets of the joint
venture since the acquisition date. Any goodwill relating to the joint venture is included in the carrying
amount of the investment and is not tested for impairment separately.
Joint operations
A joint operation is a type of joint arrangement whereby the parties that have joint control of the
arrangement have the right to the assets and obligations for the liabilities, relating to the arrangement.
In relation to its interests in joint operations, the Group recognises its share of:
Assets, including its share of any assets held jointly.
Liabilities, including its share of any liabilities incurred jointly.
Revenue from the sale of its share of the output arising from the joint operation.
Share of the revenue from the sale of the output by the joint operation.
Expenses, including its share of any expenses incurred jointly.
The Group is engaged in oil and gas exploration, development and production through unincorporated
joint arrangements particularly in Italy and the UK. These are classified as joint operations in
accordance with IFRS 11
Joint Arrangements
. The Group accounts for its share of the results and assets
and liabilities of these joint operations. In addition, where the Energean acts as operator to the joint
operation, the gross liabilities and receivables (including amounts due to or from non-operated partner)
of the joint operation are included in the Group’s statement of financial position.
Where another party
acts as operator, the Group’s share of the working capital (inventory, receivables and payables) of
those non-operated fields is recognised within trade and other payables/receivables. A list of the
Group’s joint operations and its working interest in each is disclosed in note 33.
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175
3.3
Exploration and evaluation expenditures
The Group adopts the successful efforts method of accounting for exploration and evaluation costs.
Pre-licence costs are expensed in the period in which they are incurred. All licence acquisition,
exploration and evaluation costs and directly attributable administration costs are initially capitalised
as intangible assets by field or exploration area, as appropriate. All such capitalised costs are subject
to technical, commercial and management review, as well as review for indicators of impairment at
least once a year. This is to confirm the continued intent to develop or otherwise extract value from the
discovery. When this is no longer the case, the costs are written off through the statement of profit or
loss. When proved reserves of oil and gas are identified and development is sanctioned by
management, the relevant capitalised expenditure is first assessed for impairment and (if required) any
impairment loss is recognised, then the remaining balance is transferred to oil and gas properties.
Farm-out arrangements in exploration and evaluation phase
The Group does not record any expenditure made by the farmee on its account. It also does not
recognise any gain or loss on its exploration and evaluation farm-out arrangements but redesignates
any costs previously capitalised in relation to the whole interest as relating to the partial interest
retained. Any cash consideration received directly from the farmee is credited against costs previously
capitalised in relation to the whole interest with any excess accounted for by the Group as a gain on
disposal.
Farm-in arrangements
Farm-in transactions typically occur during the exploration or development phase and involve the
transferor (the farmor) giving up future economic benefits, such as reserves, in exchange for a
permanent reduction in future funding obligations.
Under a carried interest arrangement, the carried party transfers a portion of the risks and rewards
of a property in exchange for a funding commitment from the carrying party. In contrast, a farm-in
arrangement involves the farmor transferring all risks and rewards of a proportion of a property in
exchange for the farmee’s commitment to fund specific expenditures. This effectively represents the
complete disposal of a proportion of the property and is similar to purchase/sale-type carried interest
arrangements.
3.4
Oil and gas properties – assets in development
Expenditure is transferred from ’Exploration and evaluation assets’ to ‘Assets in development’ which is
a subcategory of ‘Oil and gas properties’ once the work completed to date supports the future
development of the asset and such development receives appropriate approvals. After transfer of the
exploration and evaluation assets, all subsequent expenditure on the construction, installation or
completion of infrastructure facilities such as platforms, pipelines and the drilling of development wells,
including unsuccessful development or delineation wells, is capitalised within ‘Assets in development’.
Proceeds from any oil and gas produced while bringing an item of property, plant and equipment to the
location and condition necessary for it to be capable of operating in the manner intended by
management (such as samples produced when testing whether the asset is functioning properly) is
recognised in profit or loss in accordance with IFRS 15
Revenue Recognition
. The Group measures the
cost of those items applying the measurement requirements of IAS 2
Inventories
. When a development
project moves into the production stage, all assets included in ‘Assets in development’ are then
transferred to ‘Producing assets’ which is also a sub-category of ‘Oil and gas properties’. The
capitalisation of certain construction/development costs ceases, and costs are either regarded as part
of the cost of inventory or expensed, except for costs which qualify for capitalisation relating to ‘Oil and
gas properties’ asset additions, improvements or new developments.
3.5
Commercial reserves
Commercial reserves are proven and probable oil and gas reserves, which are defined as the estimated
quantities of crude oil, natural gas and natural gas liquids which geological, geophysical and
engineering data demonstrate with a specified degree of certainty to be recoverable in future years
from known reservoirs and which are considered commercially producible. Commercial reserves have
Annual report 2025 |
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176
a 50% statistical probability that the actual quantity of recoverable reserves will equal or exceed the
amount estimated as proven and probable reserves and a 50% statistical probability that it will be less.
3.6
Depletion and amortisation
All expenditure carried within each field is amortised from the commencement of production on a unit
of production basis, which is the ratio of oil and gas production in the period to the estimated quantities
of commercial reserves at the end of the period plus the production in the period, generally on a field-
by-field basis or by a group of fields which are reliant on common infrastructure. Costs included in the
unit of production calculation comprise the net book value of capitalised costs plus the estimated future
field development costs required to recover the commercial reserves remaining. Changes in the
estimates of commercial reserves or future field development costs are dealt with prospectively.
3.7
Impairment assessment of oil & gas properties
The group assesses assets or groups of assets, called cash-generating units (CGUs), for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset or CGU
may not be recoverable; for example, changes in the group’s assumptions about commodity prices, low
field utilisation, significant downward revisions of estimated reserves or increases in estimated future
development expenditure or decommissioning costs. If any such indication of impairment exists, the
group makes an estimate of the asset’s or CGU’s recoverable amount.
Where there is interdependency between fields due to shared infrastructure, the related cash inflows
of each field are not largely independent and therefore the relevant fields are grouped as a single CGU
for impairment purposes. A CGU’s recoverable amount is the higher of its fair value less costs of
disposal and its value in use. Where the carrying amount of a CGU exceeds its recoverable amount, the
CGU is considered impaired and is written down to its recoverable amount.
Fair value less costs of disposal is the price that would be received to sell the asset in an orderly
transaction between market participants and does not reflect the effects of factors that may be
specific to the group and not applicable to entities in general.
In order to discount the future cash flows the Group calculates CGU-specific discount rates. The
discount rates are based on an assessment of a relevant peer group’s Weighted Average Cost of
Capital (WACC). The Group then adds any exploration risk premium which is implicit within a peer
group’s WACC and subsequently applies additional country risk premium for CGUs to make it CGU-
specific. Where conditions giving rise to impairment subsequently reverse, the effect of the impairment
charge is also reversed as a credit to the income statement, net of any amortisation that would have
been charged since the impairment.
The reversal is limited such that the carrying amount of the asset exceeds neither its recoverable
amount, nor the carrying amount that would have been determined, net of depreciation, had no
impairment loss been recognised for the asset in prior years.
3.8
Other property, plant and equipment
Other property, plant and equipment comprise of plant machinery and installation, furniture and
fixtures.
Initial recognition
The initial cost of an asset comprises its purchase price or construction cost, any costs directly
attributable to bringing the asset into operation and borrowing costs. The purchase price or
construction cost is the aggregate amount paid and the fair value of any other consideration given to
acquire the asset.
Depreciation
Depreciation of other property, plant and equipment is calculated on the straight-line method so as to
write-off the cost amount of each asset to its residual value, over its estimated useful life. The useful
life of each class is estimated as follows:
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Years
Property leases and leasehold improvements
3 - 10
Motor vehicles and other equipment
2 - 5
Plant and machiner
y
7 - 15
Furniture, fixtures and equipment
5 - 7
Depreciation of the assets in the course of construction commences when the assets are ready for their
intended use, on the same basis as other assets of the same class.
An item of property, plant and equipment and any significant part initially recognised is derecognised
upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or
loss arising on derecognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in the statement of profit or loss when the
asset is derecognised.
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each
reporting date.
Repairs, maintenance, and renovations
Expenditure for routine repairs and maintenance of property, plant and equipment is charged to the
profit or loss in the year in which it is incurred. The cost of major improvements and renovations and
other subsequent expenditure are included in the carrying amount of the asset when the recognition
criteria of IAS 16
Property, Plant and Equipment
are met. Major improvements and renovations
capitalised are depreciated over the remaining useful life of the related asset.
3.9
Impairment of non-financial assets
At each reporting date, the Group reviews the carrying amounts of its depreciable property, plant and
equipment and intangible assets to determine whether there is any indication that those assets have
suffered an impairment loss. Impairment is assessed at the level of cash-generating units (CGUs) which,
in accordance with IAS 36
Impairment of Assets
, are identified as the smallest identifiable group of
assets that generates cash inflows, which are largely independent of the cash inflows from other assets.
This is usually at the individual royalty, stream, oil and gas or working interest level for each property
from which cash inflows are generated.
An impairment loss is recognised for the amount by which the asset’s carrying value exceeds its
recoverable amount, which is the higher of fair value less costs of disposal (FVLCD) and value-in-use
(VIU). The future cash flow expected is derived using estimates of proven and probable reserves and
information regarding the mineral, stream and oil & gas properties, respectively, that could affect the
future recoverability of the Company’s interests. Discount factors are determined individually for each
asset and reflect their respective risk profiles.
Assets are subsequently reassessed for indications that an impairment loss previously recognised may
no longer exist. An impairment charge is reversed if the conditions that gave rise to the recognition of
an impairment loss are subsequently reversed and the asset’s recoverable amount exceeds its carrying
amount. Impairment losses can be reversed only to the extent that the recoverable amount does not
exceed
the
carrying
value
that
would
have
been
determined
had
no
impairment
been
recognised previously.
Exploration and evaluation assets are tested for impairment when there is an indication that a
particular exploration and evaluation project may be impaired. Examples of indicators of impairment
include a significant price decline over an extended period, the decision to delay or no longer pursue the
exploration and evaluation project, or an expiration of rights to explore an area. In addition,
exploration and evaluation assets are assessed for impairment upon their reclassification to producing
assets (oil and gas interest in property, plant and equipment). In assessing the impairment of
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exploration and evaluation assets, the carrying value of the asset would be compared to the estimated
recoverable amount and any impairment loss is recognised immediately in profit or loss.
Goodwill is tested for impairment annually on 31 December and when circumstances indicate that the
carrying value may be impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of
CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying
amount, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in
future periods.
3.10
Accounting for non-current assets held for sale and discontinued operations
The Group classifies an operation as discontinued when it has disposed of or intends to dispose of a
business component that represents a separate major line of business or geographical area of
operations. Non-current assets and disposal groups classified as held for sale are measured at the
lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs
directly attributable to the disposal of an asset disposal group, excluding finance costs and income tax
expense.
The criteria for held for sale classification is regarded as met only when the sale is highly probable, and
the asset or disposal group is available for immediate sale in its present condition. Actions required to
complete the sale should indicate that it is unlikely that significant changes to the sale will be made or
that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset
and the sale expected to be completed within one year from the date of the classification. Property,
plant and equipment and intangible assets are not depreciated or amortised once classified as held for
sale.
Assets and liabilities classified as held for sale are presented separately as current items in the
statement of financial position. The comparative balance sheet and the related notes to the financial
statements have not been restated to reflect this presentation, resulting in significant fluctuations
between the two reporting periods. The post-tax profit or loss of the discontinued operations is shown
as a single line on the face of the consolidated statement of profit or loss, separate from the continuing
operating results of the Group. When an operation is classified as a discontinued operation, the
comparative consolidated statement of profit or loss is represented as if the operation had been
discontinued from the start of the comparative year. Expenses are presented as discontinued if they
will cease to be incurred on disposal of the discontinued operation. Transactions between continuing
and discontinued operations have been consistently eliminated as intragroup balances without any
adjustments for both current and comparative reporting periods.
On 20 June 2024, the Group publicly announced its Board of Directors' decision to sell its portfolio in
Egypt, Italy, and Croatia, collectively referred to as 'Energean Capital Limited Group' (ECL), which is
fully owned and controlled by the Group. The sale of ECL was expected to be completed within 12
months. The Group assessed whether ECL met the definition of being held for sale and discontinued
operations and presented them as discontinued operations in its 2024 Interim and annual consolidated
financial statements accordingly. On 21 March 2025, the planned transaction was cancelled, and the
business previously classified as a discontinued operation was reclassified to continuing operations.
Accordingly:
Results of ECL previously presented within discontinued operations have been reclassified to
continuing operations for all periods presented.
The comparative amounts for the twelve months ended 31 December 2024 have been restated.
Comparative figures for assets and liabilities of disposal groups classified as held for sale in the
statement of financial position have also been restated (refer to Note 25).
Following the cessation of “held for sale” classification, the measurement of ECL reverted to the basis
that would have applied had the classification never occurred (being lower than the recoverable
amount). This resulted in a catch-up depreciation charge, recognised for the period from the original
date of classification, together with the related deferred tax adjustment. To ensure consistency in
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presentation and measurement, the comparative financial information has been restated as if ECL had
never met the criteria to be classified as held for sale.
3.11
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
The determination of whether an arrangement is, or contains, a lease is based on the substance of the
arrangement at the date of inception. The arrangement is assessed to determine whether fulfilment is
dependent on the use of a specific asset (or assets) and the arrangement conveys a right to use the
asset (or assets), even if that asset is (or those assets are) not explicitly specified in an arrangement.
Other than in lease arrangements within joint operations (see below), the Group is not a lessor in any
transactions, it is only a lessee.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term
leases, leases of low-value assets and leases to explore for or use minerals, oil, natural gas and similar
non-regenerative resources. The Group recognises lease liabilities to make lease payments and right-
of-use assets representing the right to use the underlying assets.
i) Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the
underlying asset is available for use).
The right-of-use asset is measured at cost, less any accumulated depreciation and impairment losses,
and adjusted for any remeasurement of lease liabilities. Cost comprises the initial amount of the lease
liability and any lease payments made at or before the commencement date, plus any initial direct costs
incurred and an estimate of costs required to remove or restore the underlying asset, less any lease
incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the
lease term and the estimated useful lives of the assets, as follows:
Property leases 1 to 10 years
Motor vehicles and other equipment 1 to 7 years
Fibre optic 14 years
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects
the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment assessment.
ii) Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present
value of lease payments to be made over the lease term. The lease payments include fixed payments
(including in substance fixed payments) less any lease incentives receivable, variable lease payments
that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.
The lease payments also include the exercise price of a purchase option reasonably certain to be
exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects
the Group exercising the option to terminate.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the
lease commencement date if the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and
reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured
if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to
future payments resulting from a change in an index or rate used to determine such lease payments) or
a change in the assessment of an option to purchase the underlying asset.
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The Group’s lease liabilities are included in Interest-bearing loans and borrowings (see Note 21).
iii) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of machinery
and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement
date and do not contain a purchase option). It also applies the lease of low-value assets recognition
exemption to leases of office equipment that are considered to be low value. Lease payments on short-
term leases and leases of low value assets are recognised as expense on a straight-line basis over the
lease term.
iv) Other leases outside the scope of IFRS 16
Leases to explore for or use minerals, oil, natural gas and similar non-regenerative resources are
outside the scope of IFRS 16 and are recognised as exploration and evaluation costs or as oil and gas
assets, as appropriate. Please refer to notes 3.4 and 3.5.
Accounting for leases in joint operations
Where the Group enters into lease agreements as operator of a joint operation and is sole signatory to
a lease contract, it recognises its obligations under the lease in full to reflect the legal position of the
Group as the contracting counterparty for such leases. Where the obligations of the non-operator
parties under the joint operating agreement give rise to a sub-lease, the related proportion of the right-
of-use asset is derecognised and a finance lease receivable recorded to reflect the proportion of the
lease liability recoverable from the non-operator parties to the joint operating agreement.
3.12
Financial instruments - initial recognition and subsequent measurement
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.
i) Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair
value through other comprehensive income (OCI), or fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual
cash flow characteristics and the Group’s business model for managing them. With the exception of
trade receivables that do not contain a significant financing component or for which the Group has
applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the
case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables
that do not contain a significant financing component or for which the Group has applied the practical
expedient are measured at the transaction price determined under IFRS 15.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI,
it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the
principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an
instrument level.
The Group’s business model for managing financial assets refers to how it manages its financial assets
in order to generate cash flows. The business model determines whether cash flows will result from
collecting contractual cash flows, selling the financial assets, or both.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in two categories:
Financial assets at amortised cost (debt instruments)
Financial assets at fair value through profit or loss
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Financial assets at amortised cost
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method
and are subject to impairment under the expected credit loss model. Gains and losses are recognised in
profit or loss when the asset is derecognised, modified or impaired.
The Group’s financial assets at amortised cost include trade receivables.
Financial assets at fair value through profit or loss
The Group’s financial assets at fair value through profit or loss include financial assets designated upon
initial recognition at fair value through profit or loss, or financial assets mandatorily required to be
measured at fair value.
Financial assets at fair value through profit or loss are carried in the statement of financial position at
fair value with net changes in fair value recognised in the statement of profit or loss.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial
assets) is primarily derecognised (i.e., removed from the Group’s consolidated statement of financial
position) when the rights to receive cash flows from the asset have expired or are transferred.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held
at fair value through profit or loss. ECLs are based on the difference between the contractual cash
flows due in accordance with the contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original effective interest rate. The expected cash flows will
include cash flows from the sale of collateral held or other credit enhancements that are integral to the
contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures
for which there has been a significant increase in credit risk since initial recognition, a loss allowance is
required for credit losses expected over the remaining life of the exposure, irrespective of the timing of
the default (a lifetime ECL).
For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs.
Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance
based on lifetime ECLs at each reporting date.
The Group considers a financial asset in default when contractual payments are 90 days past due.
However, in certain cases, the Group may also consider a financial asset to be in default when internal
or external information indicates that the Group is unlikely to receive the outstanding contractual
amounts in full before taking into account any credit enhancements held by the Group. A financial asset
is written off when there is no reasonable expectation of recovering the contractual cash flows.
ii) Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit
or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an
effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables, loans and borrowings and derivative
financial instruments.
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Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and
financial liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing
in the near term. This category also includes derivative financial instruments entered into by the Group
that are not designated as hedging instruments in hedge relationships as defined by IFRS 9
Financial
Instruments
. Separated embedded derivatives are also classified as held for trading unless they are
designated as effective hedging instruments.
Gains or losses on financial liabilities recognised at fair value through profit and loss are recognised in
the statement of profit or loss. The Group discloses the unwinding of the discount separately, in finance
costs, from the mark to market gain or loss.
Loans and borrowings
This is the category most relevant to the Group. After initial recognition, interest-bearing loans and
borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are
recognised in profit or loss when the liabilities are derecognised, modified and through the EIR
amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or
costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the
statement of profit or loss.
This category generally applies to interest-bearing loans and borrowings.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the derecognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts is recognised in the statement of profit or loss.
Derivative financial instruments and hedge accounting
Initial recognition and subsequent measurement
The Group uses derivative financial instruments, such as interest rate swaps and forward commodity
contracts, to hedge its interest rate risks and commodity price risks, respectively. Such derivative
financial instruments are initially recognised at fair value on the date on which a derivative contract is
entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets
when the fair value is positive and as financial liabilities when the fair value is negative.
For the purpose of hedge accounting, hedges are classified as:
Fair value hedges when hedging the exposure to changes in the fair value of a recognised asset
or liability or an unrecognised firm commitment.
Cash flow hedges when hedging the exposure to variability in cash flows that is either
attributable to a particular risk associated with a recognised asset or liability or a highly probable
forecast transaction or the foreign currency risk in an unrecognised firm commitment.
Hedges of a net investment in a foreign operation.
At the inception of a hedge relationship, the Group formally designates and documents the hedging
instrument and the hedged item to which it wishes to apply hedge accounting and the risk management
objective and strategy for undertaking the hedge.
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A
hedging
relationship
qualifies
for
hedge
accounting
if
it
meets
all
of
the
following
effectiveness requirements:
There is ‘an economic relationship’ between the hedged item and the hedging instrument.
The effect of credit risk does not ‘dominate the value changes’ that result from that economic
relationship.
The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the
hedged item that the Group actually hedges and the quantity of the hedging instrument that the
Group actually uses to hedge that quantity of hedged item.
Hedges that meet all the qualifying criteria for hedge accounting are accounted for, as described
below:
Cash flow hedges
The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow
hedge reserve, while any ineffective portion is recognised immediately in the statement of profit or loss.
The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging
instrument and the cumulative change in fair value of the hedged item attributable to the hedged risk.
From time to time, the Group may use forward commodity contracts for its exposure to volatility in the
commodity prices. The ineffective portion relating to forward commodity contracts is recognised in
revenue or cost of sales.
The Group designates only the spot element of forward contracts as a hedging instrument. The
forward element is recognised in OCI and accumulated in a separate component of equity.
The amount accumulated in OCI is reclassified to profit or loss as a reclassification adjustment in the
same period or periods during which the hedged cash flows affect profit or loss.
When the hedged forecast transaction results in the recognition of a non-financial asset, including the
construction of property, plant and equipment, the cumulative effective portion of the gain or loss
deferred in the cash flow hedge reserve is removed from equity and included as a basis adjustment to
the initial carrying amount of the related asset. This basis adjustment is made once, at the point the
asset is recognised.
Following the basis adjustment, any subsequent changes in the fair value of the hedging instrument
continue to be recognised in OCI within the cash flow hedge reserve for as long as the hedge relationship
remains in place. If the hedging instrument expires prior to the recognition of the related asset, the
cumulative amount in OCI remains in equity, provided the hedged transaction is still expected to occur.
The amount is transferred to the carrying amount of the asset when the related asset is ultimately
recognised.
If cash flow hedge accounting is discontinued, the amount that has been accumulated in OCI must
remain in accumulated OCI if the hedged future cash flows are still expected to occur. Otherwise, the
amount will be immediately reclassified to profit or loss as a reclassification adjustment. After
discontinuation, once the hedged cash flow occurs, any amount remaining in accumulated OCI must be
accounted for depending on the nature of the underlying transaction.
Equity instruments
Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
Ordinary shares
Ordinary shares are classified as equity and measured at their nominal value. Any premiums received
on issue of share capital above its nominal value, are recognised as share premium within equity.
Associated issue costs are deducted from share premium.
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3.13
Share-based payment
Equity-settled transactions
Awards to non-employees:
The fair value of the equity settled awards has been determined at the date the goods or services are
received with a corresponding increase in equity (share-based payment reserve).
Awards to employees:
Employees (including senior executives) of the Group receive remuneration in the form of share-based
payments, whereby employees render services as consideration for equity instruments (equity-
settled transactions).
The fair value of the equity settled awards has been determined at the date of grant of the award
allowing for the effect of any market-based performance conditions.
That cost is recognised in employee benefits expense, together with a corresponding increase in equity
(share-based payment reserve), over the period in which the service and, where applicable, the
performance conditions are fulfilled (the vesting period). The cumulative expense recognised for
equity-settled transactions at each reporting date until the vesting date reflects the extent to which the
vesting period has expired and the Group’s best estimate of the number of equity instruments that will
ultimately vest. The expense or credit in the statement of profit or loss for a period represents the
movement in cumulative expense recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the
grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the
Group’s best estimate of the number of equity instruments that will ultimately vest. Market
performance conditions are reflected within the grant date fair value. Any other conditions attached
to an award, but without an associated service requirement, are considered to be non-vesting
conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate
expensing of an award unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance
and/or service conditions have not been met. Where awards include a market or non-vesting condition,
the transactions are treated as vested irrespective of whether the market or non-vesting condition is
satisfied, provided that all other performance and/or service conditions are satisfied.
Shares held by the Employee Benefit Trust
The Energean plc Employee Benefit Trust (“
EBT
”) provides for the issue of shares to Group employees
under share incentive schemes. The Company controls the EBT and accounts for the EBT as an
extension to the Company in these consolidated financial statements. Accordingly, shares in the
Company held by the EBT are included in the consolidated statement of financial position at cost as a
deduction from equity.
3.14
Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is
based on the presumption that the transaction to sell the asset or transfer the liability takes place
either: in the principal market for the asset or liability or in the absence of a principal market, in the
most advantageous market for the asset or liability.
The fair value of an asset or a liability is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming that market participants act in their economic best
interest. A fair value measurement of a non-financial asset takes into account a market participant's
ability to generate economic benefits by using the asset in its highest and best use or by selling it to
another market participant that would use the asset in its highest and best use.
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The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.
All assets and liabilities, for which fair value is measured or disclosed in the consolidated financial
statements, are categorised within the fair value hierarchy, described as follows, based on the lowest-
level input that is significant to the fair value measurement as a whole:
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest-level input that is significant to the fair value
measurement is directly or indirectly observable
Level 3 — Valuation techniques for which the lowest-level input that is significant to the fair value
measurement is unobservable
For assets and liabilities that are recognised in the consolidated financial statements on a recurring
basis, the Group determines whether transfers have occurred between levels in the hierarchy by
reassessing categorisation (based on the lowest-level input that is significant to the fair value
measurement as a whole) at the end of each reporting period.
3.15
Cash and cash equivalents
Cash and cash equivalents comprise of cash at bank and demand deposits with a maturity of three
months or less that are subject to an insignificant risk of changes in their fair value.
Restricted cash comprises balances retained in respect of the Group’s Senior Secured Notes and cash
collateral provided under a letter of credit facility for issuing bank guarantees for Group's activities in
Israel (see Note 16). The nature of the restrictions on these balances mean that they do not qualify for
classification as cash equivalents.
3.16
Over/underlift
Lifting or offtake arrangements for oil and gas produced in certain of the Group’s jointly owned
operations are such that each participant may not receive and sell its precise share of the overall
production in each period. The resulting imbalance between cumulative entitlement and cumulative
production less stock is underlift or overlift. Underlift and overlift are valued at market value and
included within receivables and payables respectively. Movements during an accounting period are
adjusted through cost of sales such that gross profit is recognised on an entitlement basis.
In respect of redeterminations, any adjustments to the Group’s net entitlement of future production are
accounted for prospectively in the period in which the make-up oil is produced. Where the make-up
period extends beyond the expected life of a field an accrual is recognised for the expected shortfall.
3.17
Inventories
Inventories comprise hydrocarbon liquids, crude oil and by-product (sulphur), consumables and other
spare parts. Inventories are stated at the lower of cost and net realisable value. Cost is determined
using the weighted average cost method. The cost of finished goods and work in progress comprises
raw materials, direct labour, other direct costs and related production overheads. It does not include
borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business,
less estimated costs of completion and estimated costs necessary to make the sale. Spare parts
consumed within a year are carried as inventory and recognised in profit or loss when consumed.
The Group assesses the net realisable value of the inventories at the end of each year and recognises
in the consolidated statement of profit or loss the appropriate valuation adjustment if the inventories
are overstated. When the circumstances that previously caused impairment no longer exist or when
there is clear evidence of an increase in the inventories’ net realisable value due to a change in the
economic circumstances, the amount thereof is reversed.
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3.18
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of
past events, it is probable that an outflow of resources will be required to settle the obligation, and a
reliable estimate of the amount can be made. Where the Group expects a provision to be reimbursed,
for example under an insurance contract, the reimbursement is recognised as a separate asset but only
when the reimbursement is virtually certain. The amount recognised as a provision is the best estimate
of the consideration required to settle the present obligation at the end of the reporting period, taking
into account the risk and uncertainties surrounding the obligation. The expense relating to a provision
is presented in profit or loss net of any reimbursement. If the effect of the time value of money is
material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the
liability. When discounting is used, the increase in the provision due to the passage of time is recognised
as a finance cost.
Decommissioning costs
Provision for decommissioning is recognised in full when the related facilities are installed. A
corresponding amount equivalent to the provision is also recognised as part of the cost of the related
property, plant and equipment.
The amount recognised is the estimated cost of decommissioning, discounted to its net present value at
a risk-free discount rate, and is reassessed each year in accordance with local conditions and
requirements. Changes in the estimated timing of decommissioning or decommissioning cost estimates
are dealt with prospectively by recording an adjustment to the provision, and a corresponding
adjustment to property, plant and equipment or in the income statement. The unwinding of the discount
on the decommissioning provision is included as a finance cost.
3.19
Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of the gas/hydrocarbon
liquids/crude oil/by-products or rendering of services are transferred to the customer at an amount
that reflects the consideration to which the Group expects to be entitled in exchange for those goods
or services.
The Group has concluded that it is the principal in its revenue arrangements because it typically controls
the goods or services before transferring them to the customer. In certain jurisdictions in which the
Group operates royalties are levied by the government. The government can request that these royalty
payments be made in cash or in kind. In the current year and in prior years the government has
requested cash payments be made and therefore the Group has not made any royalty payments in
kind. As such the Group obtains control of all the underlying reserves once extracted, sells the
production to its customers and then remits the proceeds to the royalty holder and is therefore
considered to be acting as the principal.
Sale of gas, hydrocarbon liquids, crude oil and by-products
Sales revenue represents the sales value, net of VAT, of actual sales volumes to customers in the year
together with the gain/loss on realisation of cash flow hedges.
The Group’s accounting policy under IFRS 15 is that revenue is recognised when the Group satisfies a
performance obligation by transferring oil or gas to its customer. The title to oil and gas typically
transfers to a customer at the same time as the customer takes physical possession of the oil or gas.
Typically, at this point in time, the performance obligations of the Group are fully satisfied. The revenue
is recorded when the oil or gas has been physically delivered to a vessel or pipeline.
3.20
Retirement benefit costs
State managed retirement benefit scheme
Payments made to state managed retirement benefit schemes (e.g. government social insurance fund)
are dealt with as payments to defined contribution plans where the Group's obligations under the plans
are equivalent to those arising in a defined contribution plan. The Group's contributions are expensed
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as incurred and are included in staff costs. The Group has no legal or constructive obligations to pay
further contributions if the government scheme does not hold sufficient assets to pay all employees
benefits relating to employee service in the current and prior periods.
Defined benefit plan
The Group operates an unfunded defined benefit plan in which a lump sum amount is specified and is
payable at the termination of employees’ services based on such factors as the length of the employees’
service and their salary. The liability recognised for the defined benefit plan is the present value of the
defined benefit obligation at the reporting date.
The cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial
valuations being carried out at each reporting date. These assumptions used in the actuarial valuations
are developed by management with the assistance of independent actuaries.
Service costs on the defined benefit plan are included in staff costs. Interest expense on the defined
benefit liability is included in finance costs. Gains and losses resulting from other remeasurements of
the defined benefit liability are included in other comprehensive income and are not reclassified to
profit or loss in subsequent periods.
3.21
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets,
which are assets that necessarily take a substantial period of time to get ready for their intended use
or sale, are added to the cost of those assets, until such time as the assets are substantially ready for
their intended use or sale. Investment income earned on the temporary investment of specific
borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible
for capitalisation.
Excluded from the above capitalisation policy are any qualifying assets that are inventories that are
produced in large quantities on a repetitive basis and any Exploration and Evaluation assets which have
not resulted in the classification of commercial reserves.
Borrowing costs consist of interest and other costs that the Group incurs in connection with the
borrowing of funds.
3.22
Tax
Income tax expense represents the sum of current and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as
reported in the consolidated financial statements because it excludes items of income or expense that
are taxable or deductible in other years and it further excludes items that are never taxable or
deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or
substantively enacted by the reporting date.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and
liabilities in the consolidated financial statements and the corresponding tax bases used in the
computation of taxable profit, based on tax rates that have been enacted or substantively enacted by
the reporting date. Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is probable that taxable profits
will be available against which deductible temporary differences can be utilised. No deferred tax is
recognised if the temporary difference arises from goodwill or from the initial recognition (other than
in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit
nor the accounting profit.
Current and deferred tax assets and corresponding liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax liabilities and when they relate to
income taxes levied by the same taxation authority and the Group intends to settle its tax assets and
liabilities on a net basis.
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3.23
Equity, reserves and dividend payments
Share capital represents the nominal (par) value of shares that have been issued. Share premium
includes any premiums received on issue of share capital. Any transaction costs associated with the
issuing of shares are deducted from share premium, net of any related income tax benefits.
Share-based payment reserve: The share-based payments reserve is used to recognise the value of
equity-settled share-based payments granted to parties including employees and key management
personnel, as part of their remuneration.
Retained earnings includes all current and prior period retained profits.
Other components of equity include the following:
Remeasurement of net defined benefit liability – comprises the actuarial losses from changes in
demographic and financial assumptions and the return on plan assets (see Note 3.22)
Translation reserve – comprises foreign currency translation differences arising from the
translation of financial statements of the Group’s foreign entities (see Note 3.1) and translation
effect of the net investment hedging (see Note 27)
Cashflow hedging reserve – comprises gain or loss recognised in relation to cashflow hedges (see
Note 27)
Merger reserves - On 30 June 2017, the Company became the parent company of the Group
through the acquisition of the full share capital of Energean E&P Holdings Limited. From that
point, in the consolidated financial statements, the share capital became that of Energean plc.
The previously recognised share capital and share premium of Energean E&P Holdings Limited
was eliminated with a corresponding positive merger reserve.
Share-based payment reserve: The share-based payments reserve is used to recognise the value of
equity-settled share-based payments granted to parties including employees and key management
personnel, as part of their remuneration.
All transactions with owners of the parent are recorded separately within equity.
Dividend distributions payable to equity shareholders are included in other liabilities when the dividends
have been approved in a general meeting prior to the balance sheet date.
3.24
Government grants
Government grants are recognised when there is reasonable assurance that the Group will comply with
the conditions attached to them, will receive the related funding and will not be required to return the
grant providing those conditions are met. Grants received in connection with the Prinos CO
2
Storage
project (Greece) are treated as grants related to assets under IAS 20
Government Grants
and
Disclosure of Government Assistance.
The Group applies the presentation option under IAS 20 whereby government grants related to
property, plant and equipment are presented as a deduction in arriving at the carrying amount of the
related asset. Accordingly, the grant is recognised as a reduction in capitalised cost of the CCS asset
when the recognition criteria are satisfied. The impact of the grant is recognised in profit or loss
through reduced depreciation expense over the useful life of the asset.
Grant proceeds received before the recognition criteria are satisfied are recorded as a liability within
‘Other payables’. If the facts and circumstances supporting recognition changes such that it is no longer
reasonable assured that the Group will retain the grant, the grant is derecognised, why any
derecognised income reversed and, to the extent the grant has already been received in cash, a refund
liability recognised.
Refer to Note 28 for further details about the nature, terms, and conditions of significant government
grants obtained by the Group.
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189
4
Critical accounting estimates and judgements
The preparation of these consolidated financial statements in conformity with IFRS requires the use of
accounting estimates and assumptions, and also requires management to exercise its judgement, in the
process of applying the Group's accounting policies.
Estimates, assumptions and judgement applied are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are believed to be
reasonable under the circumstances. Although these estimates, assumptions and judgement are based
on management's best knowledge of current events and actions, actual results may ultimately differ.
4.1
Critical judgements in applying the Group’s accounting policies
The following are management judgements in applying the accounting policies of the Group that have
the most significant effect on the consolidated financial statements:
Identification of cash generating units (note 12)
In considering the carrying value of property, plant and equipment the Group has to make a critical
judgement in relation to the identification of the smallest cash generating units to which those assets
are allocated.
In countries except for Italy, Israel and Egypt the cash generating unit is considered to be at the
concession level. In Italy we have identified eleven cash generating units (‘CGUs’). The Italy Gas CGUs
are as follows: Cassiopea, Clara, Comiso, Calipso, Accettura, Gas Other and the Italy Oil CGUs
comprise of: Vega, Sarago, Rospo, Santa Maria a Mare and Tresauro.
In Egypt, we have identified a single CGU that combines the operations of three concessions.
Given that production from all Israeli sites is processed through a single FPSO and transported via one
pipeline to the gas buyers, it is impractical to reliably separate their cash inflows. Therefore, a single
CGU has been identified in Israel.
The identification of CGUs across the group is consistent with how the Group monitors the business.
Assessment of control and continued recognition of the Cassiopea asset (Note 13)
The Group holds through its subsidiary Energean Italy S.p.A. (“
Energean Italy
”) a 40% non-operated
participating interest in the Cassiopea gas concession in Italy. The remaining interest is held by the
operator, Eni Mediterranea Idrocarburi S.p.A. The concession is governed by a Joint Operating
Agreement (“
JOA
”).
Following the operator’s conduct, which resulted in Energean Italy not receiving production, and the
initiation of arbitration proceedings, management assessed whether the Group continues to control its
40% participating interest in the Cassiopea concession. In making this judgement, management
considered:
the legal title retained by the Group under the concession and the JOA,
the clarification issued by the Ministry of the Environment and Energy Security (“
MASE
”), in
response to the operator’s request to formally transfer the Group’s 40% interest to the operator
with the reference to ongoing arbitration proceedings, the content of which supports the Group's
position regarding retention of its 40% participating interest.
the forfeiture procedures under the JOA, which were assessed as not applicable in the
circumstances, and
external legal advice obtained.
Management concluded that the suspension of lifting represents a temporary restriction on access to
production and does not constitute a transfer of ownership or loss of control of the underlying asset.
Accordingly, the asset continues to be recognised within property, plant and equipment.
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190
4.2
Estimation uncertainty
The estimates and assumptions that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year, are discussed below:
Impairment of property, plant and equipment (note 12):
The Group assesses at each reporting date whether there is an indication that an asset (or CGU) may
be impaired. The Group assesses impairment at each reporting date by evaluating conditions specific
to the Group that may lead to impairment of assets. Where indicators of impairments or impairment
reversals are present and an impairment or impairment reversal test is required, the calculation of the
recoverable amount requires estimation of future cash flows within complex impairment models. The
recoverable amount (which is the higher of fair value less costs to sell and value in use) of the cash-
generating unit to which the assets belong is then estimated based on the present value of future
discounted cash flows. Key assumptions and estimates used in both the impairment models and in the
calculation of the recoverable amount are: commodity price assumptions, production profiles, the
future impact of risks associated with climate change, discount rates, commercial reserves and the
related cost profiles. Commercial (proven and probable) reserves are estimates of the amount of oil
and gas that can be economically extracted from the Group’s oil and gas assets as certified by the
external qualified professionals.
The Group's impairment assessment identified an impairment of the Cassiopea CGU, Italy of $285.7
million following the reduction in available commercial reserves. Further details are provided in Note
13.
Management has considered how the Group’s identified climate risks and opportunities (as discussed in
the Strategic Report) may impact the estimation of the recoverable amount of cash-generating units
in the impairment assessments. The anticipated extent and nature of the future impact of climate on
the Group’s operations and future investment, and therefore estimation of recoverable value, is not
uniform across all cash-generating units. There is a range of inherent uncertainties in the extent that
responses to climate change may impact the recoverable value of the Group’s cash-generating units.
These include the impact of future changes in government policies, legislation and regulation, societal
responses to climate change, the future availability of new technologies and changes in supply and
demand dynamics.
The Group has incorporated carbon pricing when preparing discounted cash flow valuations. Carbon
prices are incorporated based on currently enacted legislation (where relevant). Carbon costs are
based on the forecast carbon price per tonne/CO2e, multiplied by estimated Scope 1 and 2 emissions
for the relevant operation(s).
As part of the impairment assessment the Group has run sensitivity scenarios based on the
International Energy Agency’s (IEA) 2024 World Energy Outlook climate projections including Stated
Policies Scenario (STEPS), Announced Pledges Scenario (APS) and Net-Zero Emissions by 2050
Scenario (NZE).
These specific scenarios were not directly applied in the assets’ valuation for financial
reporting purposes. This is because no single scenario fully aligns with the management consensus on
the assumptions market participants may use in appraising the Group’s assets.
The analysis indicates a slight decline in the recoverable amount under NZE scenario. This resilience is
largely due to Group portfolio’s significant weighting towards gas, which shields it from declines in oil
prices. In Israel, the stability of gas revenues is further secured through fixed gas contracts that include
minimum price guarantees. The only scenario where a notable impact was observed is under the NZE,
where there is a minor reduction in the net present value due to the pricing of the liquid components.
Group’s assets in Greece and the UK are more vulnerable to the impact of lower commodity prices
under these scenarios, with the NZE projecting lower prices for Brent and UK NBP than baseline
assumptions. To mitigate this risk, the Group has the option to use commodity price hedges. For more
details, please refer to the TCFD statement on pages 24-41.
Further details about the carrying value of property, plant and equipment are shown in note 12 to these
financial statements.
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191
Hydrocarbon reserve and resource estimates (notes 12, 13, 14, 23):
The Group’s oil and gas development and production properties are depreciated on a unit of production
basis at a rate calculated by reference to developed and undeveloped proved and probable
commercial reserves (2P developed and undeveloped) which are estimated to be recoverable with
existing and future developed facilities using current operating methods, determined in accordance
with the Petroleum Resources Management System published by the Society of Petroleum Engineers,
the World Petroleum Congress and the American Association of Petroleum Geologists.
Commercial reserves are determined using estimates of oil and gas in place, recovery factors and
future prices. The level of estimated commercial reserves is also a key determinant in assessing whether
the carrying value of any of the Group’s oil and gas properties has been impaired. Reserves are subject
to regular revision, both upward or downward, based on changes in economic assumptions used,
including the impact of climate change, additional geological information, updates of development
plans and changes in economic factors, including product prices, contract terms, legislation or
development plans. Such changes may impact the Group’s reported financial position and results which
include:
Depreciation and amortisation charges in profit or loss may change where such charges are
determined using the units of production method, or where the useful life of the related assets
change;
Impairment charges in the income statement;
Provisions for decommissioning may change where changes to the reserve estimates affect
expectations about when such activities will occur and the associated cost of these activities; and
The recognition and carrying value of deferred tax assets may change due to changes in the
judgements regarding the existence of such assets and in estimates of the likely recovery of such
assets.
The impact upon commercial reserves (if any) and the aggregate depletion charge for the year of a
fluctuation of the forward Brent oil price and PSV price assumption as well as the Group’s carrying
amount of oil and gas properties for the current and prior period are presented in note 12. Management
monitors the impact on the commercial reserves and the depletion charge on a Group level.
The audited statement of reserves is included in the Strategic Report, refer to pages 22-23 of the
Annual Report.
Decommissioning liabilities (note 23):
There is uncertainty around the cost of decommissioning as cost estimates can vary in response to many
factors, including from changes to market rates for goods and services, to the relevant legal
requirements, the emergence of new technology or experience at other assets. The expected timing,
work scope, amount of expenditure, discount and inflation rates require estimation. The discount rate
applied to determine the carrying amount of provisions provides a source of estimation uncertainty as
referred to in IAS 1.125.
The estimated decommissioning costs are reviewed annually by an internal expert and the results of
this review are then assessed alongside estimates from operators. Provision for environmental clean-
up and remediation costs is based on current legal and contractual requirements, technology and price
levels. Discount rate applied is reviewed regularly and adjusted following the changes in market rates.
The Group considers the impact of climate change on environmental restoration and decommissioning
provisions, specifically the timing of future cash flows, and has concluded that it does not currently
represent a key source of estimation uncertainty. Changes to legislation, including in relation to climate
change, are factored into the provisions when the legislation becomes enacted.
Deferred tax assets valuation (note 14):
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be
available, allowing for the utilisation of deductible temporary differences, as well as unused tax losses
and credits that are carried forward. This determination involves evaluating the timing of the reversal
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192
of those assets and estimating the availability of sufficient taxable profits to utilise the assets at the
point of reversal. Such assessments necessitate assumptions about future profitability, introducing a
degree of inherent uncertainty. In assessing the likelihood of generating sufficient taxable profits in
future periods for the recovery of losses, the Group considered approved budgets, forecasts, and
business plans to inform its evaluation.
A deferred tax asset has been recognised in accordance with IAS 12.28 up to the amount available to
offset the deferred tax liabilities arising on timing differences. Then, for the remaining temporary
differences on tax losses and decommissioning expenses, deferred tax was recognised based on future
taxable profits in accordance with IAS 12.29.
Decommissioning expenses and tax losses in the UK are expected to be utilised by 2030 and tax losses
from Prinos area in Greece are expected to be utilised by 2038, in accordance with the taxable profits
forecasts which are based upon the competent persons reports (“
CPR
”) and approved Group budget.
Both the CPR and the budget are based on estimates including among others the estimated production
volumes and forecasted brent price.
No reasonably possible change in any key assumption would result in a material impairment of the
deferred tax asset.
5
Segmental reporting
The information reported to the Group’s Chief Executive Officer and Chief Financial Officer (together
the Chief Operating Decision Makers) for the purposes of resource allocation and assessment of
segment performance is focused on four operating segments: Europe (including Greece, Italy, UK and
Croatia), Israel, Egypt and New Ventures. The Group’s reportable segments under IFRS 8
Operating
Segments
are Europe, Israel and Egypt. New Ventures segment does not exceed the quantitative
thresholds for reporting information about operating segments and has therefore been included within
“Other” alongside inter-segment transactions.
Information regarding the results of each reportable segment is included below and prior periods are
restated to reflect discontinued operations reclassified within the continuing operations to provide
comparability. Discontinued operations as disclosed in the 2024 annual consolidated financial
statements consist of the Egypt segment, and the Italian and Croatian operations included in the
Europe reportable segment.
Segment revenues, results and reconciliation to profit before tax
The following is an analysis of the Group’s revenue, results and reconciliation to profit/(loss) before tax
by reportable segment:
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193
Other & inter-
Year ended 31 December 2025
segment
($’000)
Europe
Israel
Egypt
transactions
Total
Revenue from gas sales
173,715
848,887
142,291
-
1,164,893
Revenue from hydrocarbon liquids sales
28,660
316,326
42,679
-
387,665
Revenue from crude oil sales
115,757
-
-
-
115,757
Revenue from LPG sales
348
-
17,129
-
17,477
Other revenue
17,100
-
-
(14,843)
2,257
Other revenue - lost production insurance proceeds
27,088
-
-
-
27,088
Other revenue from production activities
12,989
-
-
-
12,989
Total revenue from production activities
375,657
1,165,213
202,099
(14,843)
1,728,126
Adjusted EBITDAX
89
149,679
813,199
166,193
(11,574)
1,117,497
Reconciliation to profit before tax:
Other operating income
13,880
9,500
19,686
1,525
44,591
Depreciation and amortisation expenses
(194,683)
(292,156)
(92,737)
(985)
(580,,561)
Share-based payment charge
(3,568)
(1,354)
-
(2,432)
(7,354)
Exploration and evaluation expenses and new ventures
(3,470)
-
-
(7,837)
(11,307)
Exploration expenses written off
(22,054)
(1,994)
2,288
-
(21,760)
Change in decommissioning provision
3,867
-
-
-
3,867
Reversal of expected credit loss
5,147
-
5,081
-
10,228
Impairment of oil and gas assets
(285,726)
-
-
-
(285,726)
Other operating expenses
(2,030)
285
125
132
(1,488)
Finance income
3,391
5,157
803
(3,017)
6,334
Finance costs
(48,979)
(163,622)
(574)
(46,454)
(259,629)
Net loss on derivative instruments
-
233
-
(3,117)
(2,884)
Net foreign exchange gain/(loss)
(34,880)
(18,713)
(325)
15,716
(38,202)
(Loss)/Profit before income tax
(419,426)
350,535
100,540
(58,043)
(26,394)
Taxation expense
(124,492)
(81,930)
(24,787)
20
(231,189)
(Loss)/Profit for the year
(543,918)
268,605
75,753
(58,023)
(257,583)
89
Adjusted EBITDAX is a non-IFRS measure used by the Group to measure business performance. It is calculated as profit or loss for the period, adjusted for discontinued operations, taxation,
depreciation and amortisation, share-based payment charge, impairment of property, plant and equipment, other income and expenses (including the impact of derivative financial instruments and
foreign exchange), net finance costs and exploration and evaluation expenses.
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194
Other & inter-
Year ended 31 December 2024 (Restated
90
)
segment
($’000)
Europe
Israel
Egypt
transactions
Total
Revenue from gas sales
99,348
838,881
157,773
-
1,096,002
Revenue from hydrocarbon liquids sales
-
400,230
41,581
-
441,811
Revenue from crude oil sales
221,820
-
-
-
221,820
Revenue from LPG sales
549
-
14,892
-
15,441
Other revenue
15,262
-
-
(10,923)
4,339
Total revenue from production activities
336,979
1,239,111
214,246
(10,923)
1,779,413
Adjusted EBITDAX
91
96,452
889,001
176,939
(340)
1,162,052
Reconciliation to profit before tax:
Other operating income
751
-
(339)
(58)
354
Depreciation and amortisation expenses
(44,263)
(278,252)
(89,731)
(579)
(412,825)
Share-based payment charge
(1,783)
(1,207)
216
(6,305)
(9,079)
Exploration and evaluation expenses and new ventures
(3,824)
-
-
(6,316)
(10,140)
Exploration expenses written off
(16,507)
-
(63,045)
(65,230)
(144,782)
Change in decommissioning provision
(22,368)
-
-
-
(22,368)
Expected credit (loss)
(5,137)
-
(2,344)
-
(7,481)
Impairment of oil & gas assets
(95,607)
-
-
-
(95,607)
Other operating expenses
(2,515)
(779)
264
(1,241)
(4,271)
Finance income
12,111
8,894
637
(6,256)
15,386
Finance costs
(48,564)
(179,779)
(1,186)
(41,999)
(271,528)
Net loss on derivatives
-
(392)
-
-
(392)
Net foreign exchange gain/(loss)
17,902
(938)
831
(5,156)
12,639
Profit/(loss) before income tax
(113,352)
436,548
22,242
(133,480)
211,958
Taxation expense
51,067
(107,579)
(34,843)
6,844
(84,511)
Profit/(loss) for the period
(62,285)
328,969
(12,601)
(126,636)
127,447
Other & inter-segment transactions column refer to other segments transactions as well as transactions between the reported reportable segments. They are
eliminated upon consolidation.
90
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
91
Adjusted EBITDAX is a non-IFRS measure used by the Group to measure business performance. It is calculated as profit or loss for the period, adjusted for discontinued operations, taxation,
depreciation and amortisation, share-based payment charge, impairment of property, plant and equipment, other income and expenses (including the impact of derivative financial instruments and
foreign exchange), net finance costs and exploration and evaluation expenses.
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195
Finance costs, finance income, other income and expenses and share – based payment charge included in “Other & inter-segment transactions” are not allocated
to individual segments as the underlying instruments are managed on a group basis.
Segment financial position
The following table presents assets and liabilities information for the Group’s operating segments as at 31 December 2025 and 31 December 2024, respectively:
Other & inter-
Year ended 31 December 2025
segment
($’000)
Europe
Israel
Egypt
transactions
Total
Oil & Gas properties
510,733
3,367,761
349,358
(23,280)
4,204,572
Other fixed assets
25,576
9,834
7,071
3,366
45,847
Intangible assets
16,835
223,276
6,662
2,447
249,220
Trade and other receivables
130,631
158,184
214,896
(21,028)
482,683
Derivative asset
685
25,636
-
-
26,321
Deferred tax asset
156,442
-
-
51
156,493
Cash and cash equivalents
17,007
118,819
73,485
17,902
227,213
Restricted cash
3,345
97,647
1,752
-
102,744
Other assets
964,205
20,991
88,865
(979,864)
94,197
Total assets
1,825,459
4,022,148
742,089
(1,000,406)
5,589,290
Trade and other payables
475,545
315,552
40,038
(5,915)
825,220
Borrowings
343,754
2,744,085
-
496,907
3,584,746
Decommissioning provision
744,967
89,999
-
-
834,966
Current tax payable
(50)
8,324
-
175
8,449
Deferred tax liability
-
145,110
-
-
145,110
Other liabilities
6,571
-
1,054
41,552
49,177
Total liabilities
1,570,787
3,303,070
41,092
532,719
5,447,668
Other segment information
Capital Expenditure
92
:
Property, plant and equipment
119,755
397,832
7,647
9,082
534,316
Intangible, exploration and evaluation assets
1,018
53,357
(1,562)
(193)
52,620
92
Capital expenditure is defined as additions to property, plant and equipment and intangible exploration and evaluation assets less decommissioning asset additions, right-of-use asset additions,
capitalised share-based payment charge and capitalised borrowing costs.
Annual report 2025 |
Energean
196
Other & inter-
Year ended 31 December 2024 (Restated
93
)
segment
($’000)
Europe
Israel
Egypt
transactions
Total
Oil & Gas properties
805,927
3,221,617
436,201
(16,326)
4,447,419
Other fixed assets
29,357
10,252
22,565
5,766
67,940
Intangible assets
35,641
171,902
6,043
2,792
216,378
Trade and other receivables
143,395
131,128
203,662
(22,486)
455,699
Deferred tax asset
254,065
-
-
-
254,065
Cash and cash equivalents
34,405
157,728
27,695
15,442
235,270
Restricted cash
2,950
82,427
-
-
85,377
Other assets
800,162
16,714
55,037
(770,061)
101,852
Total assets
2,105,902
3,791,768
751,203
(784,873)
5,864,000
Trade and other payables
404,609
329,969
122,828
112,783
970,189
Borrowings
312,957
2,594,213
-
362,734
3,269,904
Decommissioning provision
725,302
85,357
-
-
810,659
Current tax payable
3,813
80,966
-
68
84,847
Deferred tax liability
-
141,403
-
-
141,403
Other liabilities
7,318
344
1,871
-
9,533
Total liabilities
1,453,999
3,232,252
124,699
475,585
5,286,535
Other segment information
Capital expenditure:
Property, plant and equipment
260,791
177,377
51,145
564
489,877
Intangible, exploration and evaluation assets
23,637
132,441
22,162
64,944
243,184
Other & inter-segment transactions column refer to other segments and transactions between the reportable segments. The oil & gas properties primarily reflect
the fair value assessment by the Group following the acquisition of Israeli oil & gas assets in 2018. Borrowings balance retained in Other & intersegment
93
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
Annual report 2025 |
Energean
197
transactions column mainly comprises the loan balances held by Energean plc.
Eliminations of cash management transactions within the Group are included in
Other liabilities line in Other & inter-segment transactions column.
Segment cash flows
The following tables present cash flow information for the Group’s operating segments for the year ended 31 December:
Year ended 31 December
2025
Other & inter-segment
($’000)
Europe
Israel
Egypt
transactions
Total
Net cash from / (used in)
261,171
682,114
144,786
55,509
1,143,580
operating activities
Cash
outflow
for
(220,766)
(538,509)
(62,687)
(127,736)
(949,698)
investing activities
Net cash from financing
(62,048)
(185,507)
(36,380)
70,129
(213,806)
activities
Net
increase/(decrease)
(21,643)
(41,902)
45,719
(2,098)
(19,924)
in
cash
and
cash
equivalents
Cash and cash equivalents
34,405
157,728
27,695
15,442
235,270
at beginning of the period
Effect of exchange rate
4,246
2,993
71
4,557
11,867
fluctuations on cash held
Cash
and
cash
17,008
118,819
73,485
17,901
227,213
equivalents at end of the
period
Annual report 2025 |
Energean
198
Year ended 31 December
     
2024(Restated
94
)
   
Other & inter-segment
 
($’000)
Europe
Israel
Egypt
transactions
Total
Net cash from / (used in)
133,795
888,988
97,763
1,221
1,121,767
operating activities
     
Cash
outflow
for
(281,963)
(436,814)
(60,378)
(30,264)
(809,419)
investing activities
     
Net cash from financing
165,210
(583,706)
(20,077)
12,536
(426,037)
activities
     
Net
increase/(decrease)
17,042
(131,532)
17,308
(16,507)
(113,689)
in
cash
and
cash
     
equivalents
     
Cash and cash equivalents
17,473
286,625
11,232
31,442
346,772
at beginning of the period
     
Effect of exchange rate
(228)
2,635
(846)
626
2,187
fluctuations on cash held
     
Cash
and
cash
34,287
157,728
27,694
15,561
235,270
equivalents at end of the
     
period
     
94
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
Annual report 2025 |
Energean
199
6
Revenue and other income
  
2024
($’000)
2025
(Restated
95
)
Revenue from gas sales
1,164,893
1,096,002
Revenue from hydrocarbon liquids sales
387,665
441,811
Revenue from crude oil sales
115,757
222,368
Revenue from LPG sales
17,477
14,892
Rendering of services
266
445
Other revenue
1,991
3,895
Revenue from contracts with customers
1,688,049
1,779,413
Other revenue – lost production insurance proceeds
27,088
-
Other revenue from production activities
96
(Note 30)
12,989
-
Total revenue from production activities
1,728,126
1,779,413
Insurance proceeds
21,290
751
Other income from reversal of prior period accruals
97
23,301
(397)
Total revenue and other income
1,772,717
1,779,767
Revenues from transactions with a single external customer amounting to 10% or more of the Group’s
total revenues are as follows:
Customer A: $316 million (2024: $400 million) (reported in the Israel segment)
Customer B (State-owned companies): $202 million (2024: $214 million) (reported in the Egypt
segment)
The Group has no other customers with revenues exceeding 10% of total revenues.
Sales for the year ended 31 December (Kboe)
2025
2024 (Restated
98
)
Israel
  
Gas
36,322
35,399
Hydrocarbon liquids
5,065
5,351
Egypt (net entitlement)
  
Gas
4,638
4,579
Hydrocarbon liquid
862
730
Italy
  
Gas
2,400
1,362
95
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
96
Other revenue from production activities relates to the non-cash settlement of outstanding payables to partners for Cassiopea
concession in Italy.
97
Other income from reversal of prior period accrual mainly relates to $18.9 million reversed accrued expense no longer required
in Egypt, following the lapse of the statute of limitations period under the Egyptian Commercial law.
98
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
Annual report 2025 |
Energean
200
Sales for the year ended 31 December (Kboe)
2025
2024 (Restated
98
)
Italy (continued)
  
Crude Oil
1,745
2,034
Croatia
  
Gas
3
10
UK
  
Gas
26
26
Crude oil
304
343
Greece
  
Crude oil
193
572
Total
51,558
50,406
7
Operating profit
  
2024
($’000)
2025
(Restated
99
)
Cost of operations
  
Staff costs (note 8)
59,681
60,429
Energy cost
24,136
22,223
Royalty payable
226,291
238,578
Flux cost
28,800
27,681
Maintenance, insurance, transportation and treatment costs
223,976
209,992
Depreciation and amortisation (notes 12, 13)
572,138
407,289
Oil stock movement
14,920
16,341
Stock (underlift)/overlift movement
(5,036)
5,752
Total cost of operations
1,144,906
988,285
Expected credit (reversal)/ loss
(10,228)
7,481
Exploration and evaluation expenses and new ventures
11,307
10,140
Exploration costs written off (note 13)
21,760
144,782
Impairment of oil and gas assets (note 12) and loss on fixed assets
285,726
95,607
disposal
  
Other operating expenses
1,488
4,271
Change in decommissioning provision
3,867
(22,368)
General & administration expenses
  
Staff costs (note 8)
24,260
23,542
Other General & Administration expenses
10,783
11,273
99
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
Annual report 2025 |
Energean
201
   
2024
($’000)
2025
(Restated
99
)
Share-based payment charge included in administrative expenses (note
7,354
8,029
8)
   
Depreciation and amortisation (notes 12, 13)
8,423
5,536
Auditor fees
2,818
2,600
Total general & administration expenses
53,638
50,980
Fees to the Company’s auditor were as follows:
   
($’000)
2025
2024
The audit of the Company’s annual accounts
1,474
1,375
The audit of the Company’s subsidiaries pursuant to legislation
715
679
Total audit services
2,189
2,054
Audit-related assurance services – half-year review
390
374
Other services
496
172
 
3,075
2,600
The auditor provided services related to the corporate bond issuance (2025: $0.3 million). In 2024 the
auditor provided the services related to the review of Energean Israel consolidated financial
information for refinancing purposes (2024: $0.06 million). These services were capitalised as
transaction costs in both years.
8
Staff costs
The average monthly number of employees (including Executive Directors) employed by the Group
worldwide was:
   
Number
2025
2024
Administration
193
195
Technical
408
399
Total
601
594
In addition, the Group consolidates the personnel costs of its Operating Company, Abu Qir Petroleum
Company (“
AQP
”), funded at 100%. The table below details the average number of employees and the
cost related to AQP employees:
   
 
2025
2024
AQP employees (excluding Energean employees)
552
594
Staff costs, $’000
14,096
13,705
Annual report 2025 |
Energean
202
   
   
2024
($’000)
2025
(Restated
100
)
Salaries and social security costs
95,891
91,966
Pension contributions
8,024
4,710
Share-based payments (note 26)
7,354
9,079
Total staff costs
111,269
105,755
Payroll cost capitalised in oil & gas assets and exploration &
(12,970)
(9,489)
evaluation costs
   
Payroll cost expensed
98,299
96,266
Included in:
   
Cost of operations (note 7)
59,681
60,429
Administration expenses (note 7)
31,614
31,571
Exploration & evaluation expenses (note 7)
5,335
3,552
Finance costs (Note 9)
1,669
714
 
98,299
96,266
Details of Directors’ remuneration, Directors’ transactions and Directors’ interests are set out in the
part of the Directors’ Remuneration Report described as having been audited, which forms part of
these group financial statements.
100
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
Energean
203
Annual report 2025 |
9
Net finance cost
   
2024
($’000)
Notes
2025
(Restated
101
)
Interest on bank and other borrowings
21
45,131
15,957
Interest on Senior Secured Notes
21
194,299
201,254
Interest expense on long term payables
 
1,647
8,931
Less amounts included in the cost of qualifying assets
12,13
(40,724)
(14,626)
  
200,353
211,516
Finance and arrangement fees
 
1,163
2,552
Commission charges for bank guarantees
 
5,131
3,575
Other finance costs and bank charges
 
4,767
3,861
Unwinding of discount on lease liability
 
2,403
3,313
Unwinding of discount on long term trade payables
 
8,969
14,417
Unwinding of discount on provision for decommissioning
 
35,231
33,016
Unwinding of discount on deferred consideration
 
2,085
-
Less amounts included in the cost of qualifying assets
 
(473)
(722)
Total finance costs
 
259,629
271,528
Interest income from time deposits
 
(6,319)
(10,381)
Other finance income
 
(15)
(5,005)
Total finance income
 
(6,334)
(15,386)
Net loss/(gain) on derivative instruments
 
2,884
(392)
Total net loss on derivative instruments
 
2,884
(392)
Foreign exchange loss/(gain)
 
38,202
(12,639)
Net financing costs
 
294,381
243,111
10
Taxation
(a) Taxation charge
  
2024
($’000)
2025
(Restated
102
)
Current income tax charge
(109,064)
(120,854)
Adjustments in respect of current income tax of previous year(s)
(19)
4,239
Total current tax charge
(109,083)
(116,615)
Deferred tax relating to origination and reversal of temporary
(122,106)
32,104
differences (note 14)
  
Income tax expense reported in the Income statement
(231,189)
(84,511)
101
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
Annual report 2025 |
Energean
204
(b) Reconciliation of the total tax charge
The tax rate applied to the Group's profits in preparing the reconciliation below is the main corporation
tax rate of 25.0% applicable in the United Kingdom.
The effective tax rate for the period is (876%), negative (2024: 40%).
The tax (charge) for the period can be reconciled to the accounting profit per the Group Income
statement as follows:
   
2024
($’000)
2025
(Restated
103
)
(Loss)/ Profit before tax
(26,394)
211,958
Tax calculated at 25% UK standard tax rate (2024: 25.0%)
6,599
(52,990)
Impact of different tax rates
(11,829)
2,891
Non recognition of deferred tax on current year tax losses and
   
other temporary differences
104
(38,129)
(11,153)
Non - deductible Italian assets impairments
105
(73,863)
-
Recognition
of
previously
unrecognised
deferred
tax/
   
Derecognition of previously recognised deferred tax
106
(124,861)
15,627
Permanent differences
4,086
(44,674)
Foreign taxes
-
(38)
Tax effect of non-taxable income and allowances
6,459
1,359
Other adjustments
200
302
Prior year tax
149
4,165
Total taxation expense
(231,189)
(84,511)
There are no income tax consequences attached to the payment of dividends in either 2025 or 2024 by
the Group to its shareholders.
The Group is within the scope of the Pillar Two Model Rules starting from 1 January 2025. Legislation
implementing these rules has been enacted or substantively enacted in a number of jurisdictions in
which the Group operates.
The Group has applied the mandatory temporary exception under IAS 12
from recognising and disclosing deferred taxes related to Pillar Two income taxes.
The Group has performed an assessment of its potential exposure to Pillar Two top-up taxes. Based on
the analysis performed using information currently available, including consideration of transitional
safe harbour provisions where applicable, the Group does not expect a material exposure to arise.
Accordingly, no amount has been recognised in the consolidated financial statements for the year.
102
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
103
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
104
The Group has not recognised deferred tax assets relating to current-year tax losses and other temporary differences,
predominantly arising in Italy ($98.0 million), the UK ($10.9 million), and Cyprus ($2.2 million), in line with the latest forecasts
and assumptions regarding future taxable profits. The Italian component primarily reflects the impairment recognised on the
Cassiopea asset ($307.8 million) and the non-recognition of a deferred tax asset on the current-year tax losses and other
temporary differences ($100.7 million), both calculated at the applicable Italian tax rate of 24%.
105
Tax impact of impairments recognised in Italy on the Cassiopea & Gemini assets of $307.8 million.
106
Historic deferred tax assets in Italy amounting to $124.0 million have been derecognised, reflecting updated projections of
taxable profits, primarily driven by the downward revision of Cassiopea commercial reserves and the corresponding impact
on forecasted taxable profits.
Energean
205
Annual report 2025 |
The Group will continue to monitor developments in legislation, guidance and the geographic mix of
earnings, which may impact future periods.
11
Earnings per share
Basic earnings per ordinary share amounts are calculated by dividing net income for the year
attributable to ordinary equity holders of the parent by the weighted average number of ordinary
shares outstanding during the year.
Diluted income per ordinary share is calculated by dividing net income for the year attributable to
ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding
during the year plus the weighted average number of ordinary shares that would be issued if dilutive
employee share options were converted into ordinary shares.
  
2024
($’000)
2025
(Restated
107
)
Total (loss)/ profit attributable to equity shareholders
(257,583)
127,447
Effect of dilutive potential ordinary shares
-
-
 
(257,583)
127,447
 
2025
2024
Basic weighted average number of shares including those held
   
by Employee Benefit Trust
184,105,617
183,480,959
Dilutive potential ordinary shares
-
2,282,980
Diluted weighted average number of shares
184,105,617
185,763,939
Basic earnings per share
($1.40)/share
$0.69/share
Diluted earnings per share
($1.40)/share
$0.69/share
12
Property, plant & equipment
     
Other
 
     
property,
 
 
Oil and gas
Leased
plant and
 
($’000)
assets
assets
equipment
Total
Property, Plant & Equipment at Cost:
       
At 1 January 2024
5,201,651
108,278
64,103
5,374,032
Additions
460,870
11,360
8,557
480,787
Lease modification
-
602
-
602
Disposal of assets
(3,167)
-
(287)
(3,454)
Capitalised borrowing cost
15,348
-
-
15,348
Change in decommissioning provision
3,535
-
-
3,535
Transfer to inventory
(448)
-
-
(448)
Transfer from intangible assets
204,590
   
204,590
Foreign exchange impact
(176,628)
(4,593)
(3,927)
(185,148)
107
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
Energean
206
Annual report 2025 |
Other
property,
Oil and gas
Leased
plant and
($’000)
assets
assets
equipment
Total
At 31 December 2024 (Restated
108
)
5,705,751
115,647
68,446
5,889,844
Additions
500,033
16,754
10,883
527,670
Lease modification
-
(17,652)
-
(17,652)
Disposal of assets
(5,844)
(11,237)
(1)
(17,082)
Government
grants
deducted
from
asset cost
-
-
(16,021)
(16,021)
Capitalised borrowing cost
40,144
-
-
40,144
Change in decommissioning provision
(27,624)
-
-
(27,624)
Transfer from Intangible assets
(30)
-
-
(30)
Foreign exchange impact
407,710
9,931
8,135
425,776
At 31 December 2025
6,620,140
113,443
71,442
6,805,025
Accumulated Depreciation and Impairment:
At 1 January 2024
898,549
46,336
57,822
1,002,707
Charge for the period
331,685
13,630
1,516
346,831
Depreciation
catch-
up
adjustment
(note 25)
62,125
1,919
982
65,026
Impairment
95,607
-
-
95,607
Disposal
-
-
(170)
(170)
Foreign exchange impact
(129,634)
(2,715)
(3,167)
(135,516)
At 31 December 2024 (Restated
109
)
1,258,332
59,170
56,983
1,374,485
Charge for the period
556,057
19,856
2,276
578,189
Impairment
285,726
-
-
285,726
Lease modification
-
(6,308)
-
(6,308)
Disposal
(4,732)
(7,190)
-
(11,922)
Foreign exchange impact
320,185
7,466
6,785
334,436
At 31 December 2025
2,415,568
72,994
66,044
2,554,606
Net carrying amount:
At 31 December 2024 (Restated
110
)
4,447,419
56,477
11,463
4,515,359
At 31 December 2025
4,204,572
40,449
5,398
4,250,419
108
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail. This amount
includes the reclassification of assets from held for sale following the termination of the transaction.
109
Restated for discontinued operation reclassified to continuing operations and depreciation catch-up adjustment, refer to Note
25 for further detail.
110
Restated for discontinued operation reclassified to continuing operations and depreciation catch-up adjustment, refer to Note
25 for further detail.
Annual report 2025 |
Energean
207
Included in the carrying amount of leased assets at 31 December 2025 are right of use assets related to
Oil and gas properties and Other property, plant and equipment of $37.0 million and $3.5 million
respectively (2024: $54.5 million and $2.0 million). The depreciation charged on these classes for the
year ending 31 December 2025 was $19.0 million and $0.9 million respectively (2024: $14.8 million and
$0.8 million).
Borrowing costs capitalised for qualifying assets during the year are calculated by applying a weighted
average interest rate of 7.02 % for the year ended 31 December 2025 (for the year ended 31 December
2024: 3.93%).
The additions to Oil & gas properties in 2025 are mainly due to development costs of Katlan, Karish
North and the second oil train in Israel at the amount of $380 million.
On 21 March 2025, property, plant, and equipment owned by the ECL disposal group, with a carrying
value of $1,196 million (primarily in Italy and Egypt), were reclassified back to continuing operations.
Those assets were recorded at their carrying value including the depreciation adjustment
retrospectively made for the period they were classified as held for sale.
In 2024, due to additional delays in the development of Epsilon, a full impairment assessment of the
Prinos CGU was held.
As a result of this assessment, the Group recorded an impairment of $92.3 million
on oil and gas assets within the Prinos CGU (Europe operating segment). The recoverable amount of
the CGU was determined to be $202.6 million as of 31 December 2024, based on a value in use
calculation. This calculation utilised cash flow projections from the annual approved budget and
Group’s five-year mid-term plan reviewed by senior management and estimates of proven and
probable reserves which is based on independent competent persons report (“
CPR
”). The extended
forecast period up to 2049 is justified by the economic life of the Epsilon oil field, aligning with its
expected operational duration and industry practice for long-term asset evaluation. The key
assumptions used in forecasting future cash flows were:
A post-tax discount rate of 9.30%
111
;
Extension of the Epsilon license until 2049 under the local legislation with first oil expected in H2
2029;
A long-term inflation/growth rate of 2% referencing the Greek inflation forecast as published by
the International Monetary Fund;
Brent oil prices were identified based on market forecasts published by leading financial data
providers, with projections set at $73.25 per barrel in 2025, decreasing to $71.00 in 2026, rising
to $73.00 in 2027, and adjusting to $72.30 in 2028, followed by a 2% annual increase thereafter.
We also considered reasonable possible changes to the assumptions that the impairment calculation is
sensitive to, noting the following impacts:
A 5% change in the estimated reserves would change the impairment by $42.7 million;
A 1% change in the discount rate would change the impairment by $20.0 million;
A 1% increase in the long-term inflation/growth rate would change the impairment by $55.9
million, whereas a 1% decrease would result in an additional impairment of $52.2 million;
A 5% change in Brent oil prices would change the impairment by $44.2 million.
In 2024 the Group assessed the recoverability of its investment in the Katakolo license due to the lack
of progress, resulting in a full impairment of the accumulated capital expenditure up to the reporting
date, totalling $3.3 million.
In 2025, due to a reduction in available commercial reserves, a full impairment assessment of the
Cassiopea CGU was performed.
As a result of this assessment, the Group recorded an impairment of
$285.7 million on oil and gas assets within the Cassiopea CGU (Europe operating segment). The
recoverable amount of the CGU was determined to be $136.5 million as of 31 December 2025, based on
a value in use calculation. This calculation utilised cash flow projections from the annual approved
111
Refer to note 3.7 for the approach applied by the Group to calculate the WACC.
Energean
208
Annual report 2025 |
budget and Group’s five-year mid-term plan reviewed by senior management and estimates of proven
and probable reserves which is based on CPR The forecast period up to 2037 is justified by the economic
life of the Cassiopea gas field, aligning with its expected operational duration and industry practice for
long-term asset evaluation. The key assumptions used in forecasting future cash flows were:
A post-tax discount rate of 8.67%
112
;
A long-term inflation/growth rate of 2% referencing the European inflation forecast as published
by the International Monetary Fund;
PSV gas prices were identified based on market forecasts published by leading financial data
providers, with projections set at €35.0 per MWh in 2026, decreasing to €30.0 in 2027, €25.0 in
2028-2029, followed by a 2% annual increase thereafter.
We also considered reasonable possible changes to the assumptions that the impairment calculation is
sensitive to, noting the following impacts:
A 5% change in the estimated reserves would change the impairment by $8.0 million;
A 1% change in the discount rate would change the impairment by $2.6 million;
A 1% change in the long-term inflation/growth rate would change the impairment by $1.4 million;
A 5% change in PSV gas prices would change the impairment by $8.4 million.
Cash flow statement reconciliations:
Payment for additions to property, plant and equipment
   
($’000)
2025
2024
Additions to property, plant and equipment
522,538
626,185
Associated cash flows
   
Payment for additions to property, plant and equipment
(750,989)
(580,487)
Non-cash movements/or presented in other cash flow lines
   
Borrowing cost capitalised
(40,144)
(15,348)
Right-of-use asset additions/modifications
898
(11,962)
Lease payments related to capital activities
23,400
20,467
Change in decommissioning provision
27,624
(3,535)
Movement in working capital
216,673
(35,320)
Depreciation and amortisation of property, plant and equipment for the year has been recognised as
follows:
  
2024
($’000)
2025
(Restated
113
)
Cost of sales (note 7)
572,138
407,289
Administration expenses (note 7)
6,051
4,568
Total
578,189
411,857
112
Refer to note 3.17 for the approach applied by the Group to calculate the WACC.
113
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
Energean
209
Annual report 2025 |
13
Intangible assets
   
     
Other
 
 
Exploration and
 
Intangible
 
($’000)
evaluation assets
Goodwill
assets
Total
Intangible assets at Cost:
       
At 1 January 2024
397,716
101,146
11,543
510,405
Additions
241,950
-
1,233
243,183
Transfer to property, plant and
       
equipment
(205,324)
 
734
(204,590)
Exchange differences
(8,944)
-
(741)
(9,685)
31 December 2024 (Restated
114
)
425,398
101,146
12,769
539,313
Additions
243
-
52,377
52,620
Capitalised borrowing cost
-
-
580
580
Transfer to property, plant and
       
equipment
30
-
-
30
Exchange differences
24,582
-
1,601
26,183
At 31 December 2025
450,253
101,146
67,327
618,726
Accumulated amortisation and impairments:
       
At 1 January 2024
158,274
20,485
6,257
185,016
Charge for the period
-
-
923
923
Amortisation
catch-up
       
adjustment (note 25)
   
45
45
Impairment
144,627
-
42
144,669
Exchange differences
(7,442)
-
(276)
(7,718)
31 December 2024 (Restated
115
)
295,459
20,485
6,991
322,935
Charge for the period
578
-
1,794
2,372
Impairment
21,760
-
-
21,760
Exchange differences
21,123
-
1,316
22,439
31 December 2025
338,920
20,485
10,101
369,506
Net carrying amount
       
At
31
December
2024
       
(Restated
116
)
129,939
80,661
5,778
216,378
At 31 December 2025
111,333
80,661
57,226
249,220
In July 2024, Katlan obtained a final investment decision authorizing its development, and the related
asset has accordingly been reclassified to oil and gas assets (refer to note 12).
114
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
115
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
116
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
Annual report 2025 |
Energean
210
Cash flow statement reconciliations:
($’000)
2025
2024
Additions to intangible assets
53,200
117,270
Associated cash flows
Payment for additions to intangible assets
(108,574)
(184,851)
Non-cash movements/presented in other cash flow lines
Borrowing cost capitalised
(580)
-
Movement in working capital
55,954
67,581
On 21 March 2025, intangible assets owned by the ECL disposal group, with a carrying value of $30.8
million (primarily in Italy and Egypt), were reclassified back to continuing operations. Those assets were
recorded at their carrying value including the amortisation adjustment retrospectively made for the
period they were classified as held for sale.
In 2025, the Group recognised an addition to intangible assets related to the Nitzana transmission
agreement. In September 2025, the Group entered into a long-term transmission agreement with
Israel Natural Gas Lines Ltd. (“
INGL
”) for capacity in the Nitzana pipeline. In line with the agreement,
the Group made an initial payment of approximately $50.0 million in Q4 2025, representing around
50% of its expected 16.4% share of total construction costs. The remaining investment will be incurred
in accordance with contractual milestones. As the Group does not obtain ownership of, or control over,
the physical pipeline asset, but instead acquires a contractual right to access defined transportation
capacity for a period of 15 years, the arrangement has been recognised as an intangible asset in
accordance with IAS 38. The asset will be amortised on a straight-line basis over the 15-year access
period from the date the pipeline becomes operational.
In 2025, due to the ongoing dispute with the operator of the Cassiopea license the Group have not
approved the work program for the Gemini exploration project. It resulted in a full write-off of the
related exploration asset of $22.1 million.
In April 2024, the Group entered into a partnership with Chariot Limited in Morocco to invest in the
Anchois gas development. As the farmee, the Group recognised its expenditure under this
arrangement in the same way as directly incurred expenditure. Since the carry of Chariot’s costs was
conditional upon the successful commencement of production, Energean accounted for 100% of the
expenses related to appraisal and other exploration activities concerning the two licences. In May 2025
the Group sold its rights to Lixus and Risanna licenses (Anchois gas development) to Chariot Limited for
$1 consideration with any related guarantee issued by the Group being terminated.
In 2024 total impairments of $144.3 million were recognised due to several non-viable projects.
Notably, the Orion X1 exploration well in Egypt, which reached its target reservoir but failed to discover
commercial hydrocarbons, resulted in a complete impairment of the exploration asset valued at $62.6
million. Additionally, the decision to exit following the expiration of the exploration license in Ioannina
on 2 April 2024 led to a full impairment of its related asset valued at $16.5 million. Moreover, the Group
had the intention to transfer the license rights in Morocco following exploration results that identified
non-commercial reserves, necessitating a full impairment of the related exploration asset amounting
to $65.2 million.
On 21 March 2025, intangible assets owned by the ECL disposal group, with a carrying value of $30.8
million (primarily in Italy and Egypt), were reclassified back to continuing operations. Those assets were
recorded at their carrying value including the amortisation adjustment retrospectively made for the
period they were classified as held for sale.
In 2025, the Group recognised an addition to intangible assets related to the Nitzana transmission
agreement. In September 2025, the Group entered into a long-term transmission agreement with
Annual report 2025 |
Energean
211
Israel Natural Gas Lines Ltd. (“
INGL
”) for capacity in the Nitzana pipeline. In line with the agreement,
the Group made an initial payment of approximately $50.0 million in Q4 2025, representing around
50% of its expected 16.4% share of total construction costs. The remaining investment will be incurred
in accordance with contractual milestones. As the Group does not obtain ownership of, or control over,
the physical pipeline asset, but instead acquires a contractual right to access defined transportation
capacity for a period of 15 years, the arrangement has been recognised as an intangible asset in
accordance with IAS 38. The asset will be amortised on a straight-line basis over the 15-year access
period from the date the pipeline becomes operational.
In 2025, due to the ongoing dispute with the operator of the Cassiopea license the Group have not
approved the work program for the Gemini exploration project. It resulted in a full write-off of the
related exploration asset of $22.1 million.
Goodwill arises principally because of the requirement to recognise deferred tax assets and liabilities
for the difference between the assigned values and the tax bases of assets acquired and liabilities
assumed in a business combination.
The remaining goodwill balance is in relation to the Israel CGU ($75.8 million), and Sally CGU ($4.8
million). We have performed the annual goodwill impairment test and note that no reasonably possible
change in assumptions would result in impairment.
The recoverable amount of the goodwill balances was determined as of 31 December 2025, based on
a value in use calculation for the CGUs to which they relate. This calculation utilised cash flow
projections from the annual approved budget and Group’s five-year mid-term plan reviewed by senior
management and estimates of proven and probable reserves which is based on CPR issued for Israel
and UK assets. The key assumptions used in forecasting future cash flows were:
Israel CGU
Sally CGU (UK)
A post-tax discount rate
8.75% (2024: 8.87%)
5.93% (2024: 6.24%)
(Note 3.17)
Forecasted prices
Brent oil and gas prices were identified based on market forecasts
published by leading financial data providers, refer to the Viability
Statement on pages 84-87 for further detail. Where applicable,
gas
prices reflect the contractual terms of existing sales
agreements, including fixed-price contracts.
Forecasted period
Until 2044, aligned with the life
Until 2033, aligned with the life
of the assets
of the assets
Annual report 2025 |
Energean
212
14
Net deferred tax (liability)/asset
   
                 
Accrued
 
       
Prepaid
       
expenses and
 
Deferred tax
Property,
Right of
 
expenses
   
Deferred
Retirement
other
 
(liabilities)/assets
plant and
use asset
Decom-
and other
 
Tax
expenses
benefit
short-term
 
($’000)
equipment
IFRS 16
missioning
receivables
Inventory
losses
for tax
liability
liabilities
Total
At 1 January 2024
(163,994)
(3,737)
103,560
(2,051)
6
144,866
5,578
369
10,122
94,719
Increase / (decrease) for the period through, restated
117
:
                   
Profit or loss (Note 10)
(3,286)
634
17,296
(764)
413
20,580
(633)
(39)
(2,096)
32,105
Other
                   
comprehensive income
-
-
-
-
-
-
-
80
10
90
Exchange difference
739
44
(6,315)
35
(17)
(8,433)
-
(7)
(298)
(14,252)
31
December
2024
                   
(Restated
118
)
(166,541)
(3,059)
114,541
(2,780)
402
157,013
4,945
403
7,738
112,662
Increase / (decrease) for the period through:
                   
Profit or loss
(13,185)
3,039
(107,890)
18
(213)
(3,097)
(633)
3
(148)
(122,106)
Other
comprehensive
                   
income
-
-
-
-
-
-
-
24
(8,627)
(8,603)
Equity
2,492
-
-
-
-
-
-
-
-
2,492
Exchange difference
(2,078)
(76)
9,936
(76)
44
18,487
-
17
684
26,938
31 December 2025
(179,312)
(96)
16,587
(2,838)
233
172,403
4,312
447
(353)
11,383
117
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
118
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
Annual report 2025 |
Energean
213
($’000)
2025
2024 (Restated
119
)
Deferred tax liabilities
(145,110)
(141,403)
Deferred tax assets
156,493
254,065
11,383
112,662
As of December 2025 the Group had gross total unused tax losses of $1,169.2 million (as of 31 December
2024: $957.0 million) available to offset against future profits and other temporary differences. The
Group has not recognised deferred tax on tax losses and other differences of $1,270.1 million.
In Greece and the UK, the net DTA for carried forward losses recognised in excess of the other net
taxable temporary differences was $121.4 million and $22.1 million (2024: $101.5 million and $29.8
million) respectively.
Greek tax losses (Prinos area) can be carried forward without limitation up until the relevant concession
agreement expires (by 2049), whereas, the tax losses in Israel, Italy and the United Kingdom can be
carried forward indefinitely. Based on the Prinos area forecasts including the Epsilon development with
first oil expected in 2029, the deferred tax asset is fully utilised by 2038. Finally, in the UK,
decommissioning losses are expected to be utilised by 2030 in accordance with the latest taxable
profits forecasts.
During the period, historic deferred tax assets in Italy (mainly decommissioning asset) amounting to
$124.2 million have been derecognised, reflecting updated projections of taxable profits, primarily
driven by the downward revision of Cassiopea asset reserves and the corresponding impact on
forecasted taxable profits.
At December 2025, the gross amount and expiry dates of losses available for carry forward are as
follows:
Expiring
Expiring
within 5
beyond 6
years
years
Unlimited
($’000)
(Note A)
(Note B)
(Note C)
Total
Losses for which a deferred tax asset is
487,421
85,697
573,118
recognised
Losses for which no deferred tax asset is
102,129
391
493,562
596,082
recognised
Total
102,129
487,812
579,259
1,169,200
Note A:
Mainly tax losses generated in the Republic of Cyprus ($56 million), EPL losses in the UK ($25.4
million) and Greece ($15 million) of trading losses which cannot be utilised against profits from Prinos
asset)
Note B:
Tax losses ring-fenced to the Prinos asset in Greece which can be carried forward until the
expiry of the relevant licences i.e. by 2049.
Note C:
Italian tax losses of $11 million and UK tax losses of $72 million which can be carried forward
indefinitely and remaining UK tax losses.
There are no income tax consequences attached to the payment of dividends by the Group to its
shareholders. As a result of exemptions on dividend from subsidiaries and capital gains on disposal
119
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
Annual report 2025 |
Energean
214
there are no significant taxable temporary differences associated with investments in subsidiaries,
branches, associates and interests in joint arrangements.
15
Cash and cash equivalents
($’000)
2025
2024 (Restated
120
)
Cash and bank deposits
227,213
235,270
 
227,213
235,270
Bank demand deposits comprise deposits and other short-term money market deposit accounts that
are readily convertible into known amounts of cash. The effective interest rate on short-term bank
deposits was 4.44% for the year ended 31 December 2025 (2024: 4.82%).
16
Restricted cash
In addition to cash restricted in relation to letters of credit issued in Egypt, restricted cash comprises
cash retained under the Israel Senior Secured Notes and the Greek State Loan requirement as follows:
Current
The current portion of restricted cash at 31 December 2025 was $99.4 million (2024: $82.4 million). It
mainly relates to the March 2026 coupon payment on Senior Secured Notes (at 31 December 2025 is
$97.6 million, 2024: $82.4 million). It also includes $1.8 million of restricted cash held in Egypt (2024: nil).
Non-Current
The cash restricted for more than 12 months after the reporting date was $3.3 million (2024: $2.95
million) mainly comprising $2.3 million (2024: $2.15 million) held on the Interest Service Reserve Account
(‘ISRA’) in relation to the Greek Loan Notes and $0.8 million (2024: $0.8 million) for Prinos Guarantee.
17
Inventories
($’000)
2025
2024 (Restated
121
)
Crude oil
19,616
33,887
Hydrocarbon liquids
1,031
3,581
Gas
506
502
Raw materials and supplies
73,040
63,878
Total inventories
94,193
101,848
The Group’s raw materials and supplies consumption for the year ended 31 December 2025 was $8.7
million (2024: restated: $15.4 million).
120
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
121
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
Annual report 2025 |
Energean
215
18
Trade and other receivables
   
($’000)
2025
2024 (Restated
122
)
Trade and other receivables, current
   
Financial items:
   
Trade receivables
363,963
341,339
Receivables from partners under JOA
2,967
290
Other receivables
22,470
8,131
Refundable VAT
32,120
49,438
Accrued interest income
968
1,048
 
422,488
400,246
Non-financial items:
   
Deposits and prepayments
19,375
19,885
Other deferred expense
2,005
2,116
Refundable VAT
7,954
-
 
29,334
22,001
 
451,822
422,247
Other non-current assets
   
Financial items:
   
Other tax receivable
16,798
15,693
 
16,798
15,693
Non-financial items:
   
Deposits and prepayments
12,282
15,399
Deferred borrowing fees
952
-
Other non-current assets
829
2,360
 
14,063
17,759
 
30,861
33,452
The movements in trade and other receivables reported above include both cash and non-cash
movements during the period. The increase in trade and other receivables reported in the Consolidated
Cash Flow Statements within operating activities refers exclusively to cash movements. These are
related to trade and other receivables from operating activities and exclude any non-cash movements
such as compensation to gas buyers and the expected credit loss (“
ECL
”) on trade receivables. They
also exclude movements related to trade and other receivables from investing activities during the
reporting period.
The table below summarises the maturity profile of the Group receivables recorded as financial items:
122
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
Annual report 2025 |
Energean
216
31
December
   
3
     
More
2025
Carrying
Contractual
months
3-12
1-2
2-5
than 5
($’000)
amounts
cash flows
or less
months
years
years
years
Trade
363,963
363,963
209,478
132,269
22,216
-
-
receivables
             
Government
-
-
-
-
-
-
-
subsidies
             
Refundable VAT
32,120
32,120
1,420
30,700
-
-
-
Receivables from
2,967
2,967
2,967
-
-
-
-
partners
             
under JOA
             
Other
23,438
23,438
17,596
5,842
-
-
-
receivables
             
Other
16,798
16,798
-
-
-
-
16,798
tax recoverable
             
Total
439,286
439,286
231,461
168,811
22,216
-
16,798
31
December
             
2024
   
3
     
More
(Restated
123
)
Carrying
Contractual
months
3-12
1-2
2-5
than 5
($’000)
amounts
cash flows
or less
months
years
years
years
Trade
             
receivables
341,339
351,844
264,428
81,067
-
6,349
-
Government
             
subsidies
-
-
-
-
-
-
-
Refundable VAT
49,438
49,438
1,956
47,482
-
-
-
Receivables from
             
partners
             
under JOA
290
290
67
223
-
-
-
Other
             
receivables
9,179
18,514
13,396
5,118
-
-
-
Other
             
tax recoverable
15,693
15,317
-
-
-
4,094
11,223
Total
415,939
435,403
279,847
133,890
-
10,443
11,223
19
Share capital
On 30 June 2017, the Company became the parent company of the Group through the acquisition of
the full share capital of Energean E&P Holdings Limited, in exchange for 65,643,120 £0.01 ($0.013)
shares in the Company issued to the previous shareholders. As of this date, the Company’s share capital
increased from £50 thousand ($65 thousand) to £706 thousand ($917 thousand). From that point, in the
consolidated financial statements, the share capital became that of Energean plc. The previously
recognised share capital of $14.9 million and share premium of $125.8 million was eliminated with a
123
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
Annual report 2025 |
Energean
217
corresponding positive merger reserve recognised of $139.9 million. The below tables outline the share
capital of the Company.
The share premium account represents the total net proceeds on issue of the Company’s shares in
excess of their nominal value of £0.01 per share less amounts transferred to any other reserves.
 
Equity share
   
 
capital
 
Share
 
allotted and
Share capital
premium
Issued and authorised
fully paid
($’000)
($’000)
At 1 January 2024
183,480,959
2,449
465,331
Issued during the year
     
- New shares
-
-
-
- Share based payment
-
-
-
At 31 December 2024
183,480,959
2,449
465,331
Issued during the year
     
- New shares
-
-
-
- Share based payment
800,000
10
-
At 31 December 2025
184,280,959
2,459
465,331
Shares held by the Energean Oil & Gas plc Employee Benefit Trust (EBT), established for the settlement
of awards granted under employee share schemes, are recorded within the Share Premium Reserve.
As of 31 December 2025, the EBT held 24,229 shares at a cost of $326.26 (they were subscribed at the
nominal value of £0.01 per share). The market value of these shares was $0.29 million. These shares
represent deferred awards granted to executive directors.
20
Dividends
In line with its dividend policy, Energean paid dividends of $1.2 per share in 2025, covering four quarters
of payments. Similarly, in 2024, the company also distributed $1.2 per share over four quarters.
 
$ cents per share
$’ 000
 
2025
2024
2025
2024
Dividends announced and paid in cash
       
Ordinary shares
       
March
30
30
54,991
54,844
June
30
30
55,277
54,991
September
30
30
55,277
54,990
December
30
30
55,277
54,990
Total
120
120
220,822
219,815
Annual report 2025 |
Energean
218
21
Borrowings
   
($’000)
2025
2024
Non-current
   
Bank borrowings – after one year but
   
within five years
   
4.875% Senior Secured notes due 2026
   
($625 million)
 
622,102
6.5% Senior Secured notes due 2027
   
($450 million)
 
445,797
5.375% Senior Secured notes due 2028
   
($625 million)
621,144
619,602
Bank borrowings - more than five years
   
5.625% Senior Secured notes due 2031
   
(EUR 400 million)
459,663
-
5.875% Senior Secured notes due 2031
   
($625 million)
618,673
617,689
8.50% Senior Secured notes due 2033
   
($750 million)
735,990
734,820
Nitzana facility
31,848
 
Bank Leumi Loan
746,033
-
Revolving credit facility
130,567
-
Greek State Loan Notes
11,823
11,398
BSTDB Loan
-
90,496
Carrying
value
of
non-current
   
borrowings
3,355,741
3,141,904
Current
   
Other borrowings
124,543
-
Revolving credit facility
-
128,000
BSTDB Loan
104,462
-
Carrying value of current borrowings
229,005
128,000
Carrying value of total borrowings
3,584,746
3,269,904
The Group has provided security in respect of certain borrowings in the form of share pledges, as well
as fixed and floating charges over certain assets of the Group.
At 31 December 2025 the Group holds $2.0 billion in aggregate principal amount of senior secured
notes, issued in three series as follows:
$625 million, issued on 24 March 2021, maturing on 30 March 2028, with a fixed annual interest
rate of 5.375%.
$625 million, issued on 24 March 2021, maturing on 30 March 2031, with a fixed annual interest
rate of 5.875%.
$750 million, issued on 11 July 2023, maturing on 30 September 2033, with a fixed annual interest
rate of 8.5%.
Annual report 2025 |
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219
The interest on each series is paid semi-annually on 30 March and 30 September. The notes are listed
for trading on the TACT Institutional of the Tel Aviv Stock Exchange Ltd (TASE), and the TASE-UP for
the 2023 issuance.
The Group has provided various collateral, including fixed charges over shares, leases, sales
agreements, bank accounts, operating permits, insurance policies, exploration licenses, and the
Energean Power FPSO. Floating charges cover present and future assets of relevant subsidiaries.
Additionally, on 10 November 2025 the Group issued EUR 400 million senior secured notes, maturing in
2031 with a fixed annual interest rate of 5.625%. These notes are listed on the Official List of the
Euronext Dublin and traded on the Global Exchange Market (GEM), with interest paid semi-annually on
15 May and 15 November. The proceeds were used to refinance the $450 million senior secured notes
maturing on 30 April 2027 with a fixed annual interest rate of 6.5% and to provide additional
operational liquidity. The security package remains the same as it was for the $450 million senior
secured notes.
In February 2025, the Group signed a 10-year, senior-secured term loan with Bank Leumi as the Facility
Agent and Arranger for $750 million. The term loan proceeds were used to refinance the 2026
Energean Israel Limited Notes ($625 million maturing in March 2026) and to provide additional liquidity
for the Katlan development. The interest rate for the loan is floating. The term loan is secured on the
assets of Energean Israel, pari passu with the Energean Israel Limited notes, non-recourse to Energean
and has a bullet repayment in 2035.
Energean Oil and Gas SA entered into a loan agreement on 27 December 2021 with Black Sea Trade
and Development Bank for €90.5 million for the development of the Epsilon Oil Field, with an interest
rate of EURIBOR plus margins, and another agreement with the Greek State for €9.5 million maturing
in 8 years with a fixed rate plus margin.
At 31 December 2025, the temporary suspension of production at Prinos affected the assessment of
certain covenant conditions under the Black Sea Trade and Development Bank facility. As a result, and
in accordance with IAS 1, the related borrowing has been presented as current at the reporting date.
Subsequent to year end, production resumed and the facility continues in line with its contractual
maturity to 2030.
On 29 April 2025, the company signed a $ 125 million unsecured facility agreement with a third party.
The interest rate applied is set at 3.95% plus SOFR rate. In 2025, the Company drew $125 million in full
at an average interest rate of 8.24%. In March 2026 the loan was amended by the parties to extend its
maturity to 15 March 2027, with an option exercisable at the Company’s discretion to extend to 15
September 2027. The amendment resulted in the loan being reclassified to non-current borrowings in
2026.
In October 2025 the Group entered into a new $70.0 million unsecured nine-year term loan facility with
Bank Hapoalim to fund its share of construction costs in Nitzana project in Israel. It is subject to SOFR +
3.9% interest charge. An initial drawdown of $33.3 million was made during the reporting period, with
the remaining balance expected to be drawn as project payments progress.
Finally, the Group signed a three-year $275 million Revolving Credit Facility (RCF) on 8 September
2022, increased to $300 million in May 2023, led by ING Bank N.V. The RCF provides additional liquidity
for corporate needs, including for issuing LCs for decommissioning in the UK, with an interest rate on
loans of 5% plus SOFR on drawn amounts. In March 2025, the Group signed new documentation to
extend $300 million Revolving Credit Facility by three years until September 2028. The loan extension
was conditional upon certain precedents, all of which were satisfied in August 2025.
Capital management
The Group defines capital as the total equity and net debt of the Group. Capital is managed in order to
provide returns for shareholders and benefits to stakeholders and to safeguard the Group’s ability to
continue as a going concern.
Annual report 2025 |
Energean
220
The Group is not subject to any externally imposed capital requirements. To maintain or adjust the
capital structure, the Group may put in place new debt facilities, issue new shares for cash, repay debt,
engage in active portfolio management, adjust the dividend payment to shareholders, or undertake
other such restructuring activities as appropriate.
($’000)
2025
2024 (Restated
124
)
Current borrowings
229,005
128,000
Non-current borrowings
3,355,741
3,141,904
Total borrowings
3,584,746
3,269,904
Less: Cash and cash equivalents
227,213
235,270
Restricted cash
102,744
85,377
Net Debt
3,254,789
2,949,257
Total equity
141,622
577,464
124
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
Annual report 2025 |
Energean
221
Reconciliation of liabilities arising from financing activities
   
             
Borrowing costs including
   
   
Cash
Cash
Reclass-
 
Lease
amortisation of
Foreign
 
($’000)
1 January
inflows
outflows
ification
Additions
modification
arrangement fees
exchange impact
31 December
2025
3,425,761
1,500,039
(1,585,222)
(2,506)
16,767
(16,610)
244,619
42,859
3,625,707
Senior Secured Notes
3,040,010
462,840
(1,278,923)
10,082
-
-
194,299
7,162
2,435,470
Other long - term borrowings
101,894
783,199
(37,505)
(119,425)
-
-
28,933
32,608
789,704
Revolving credit line facility
128,000
129,000
(138,747)
2,706
-
-
9,608
-
130,567
Other current borrowings
-
125,000
(5,946)
103,361
-
-
6,590
-
229,005
Lease liabilities
57,942
-
(23,400)
770
16,767
(16,610)
2,403
3,089
40,961
Deferred consideration
97,915
-
(100,701)
-
-
-
2,786
-
-
2024
3,423,522
118,000
(362,891)
13,673
11,360
602
231,031
(9,536)
3,425,761
Senior Secured Notes
3,032,783
-
(207,842)
13,815
-
-
201,254
-
3,040,010
Long - term borrowings
108,414
-
(7,595)
(40)
-
-
7,842
(6,727)
101,894
Revolving credit line facility
80,000
118,000
(79,587)
(949)
-
-
10,536
-
128,000
Lease liabilities
65,096
-
(20,467)
847
11,360
602
3,313
(2,809)
57,942
Deferred licence payments
46,154
-
(47,400)
-
-
-
1,246
-
-
Deferred Consideration
91,075
-
-
-
 
-
6,840
-
97,915
Annual report 2025 |
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222
22
Retirement benefit liability
The Group operates defined benefit pension plans in Greece and Italy.
Under Italian law, Energean Italy Spa is required to operate a Target Retirement Fund (“
TFR
”) for its
local employees. This is technically a defined benefit scheme, though has no pension assets, with the
liability measured by independent actuaries.
In accordance with the provisions of Greek labour law, employees are entitled to compensation in case
of dismissal or retirement. The amount of compensation varies depending on salary, years of service
and the manner of termination (dismissal or retirement). Employees who resign are not entitled to
compensation. The compensation payable in case of retirement is equal to 40% of the compensation
which would be payable in case of unjustified dismissal.
These plans are not funded and are defined benefit plans in accordance with IAS 19. The Group charges
the accrued benefits in each period with a corresponding increase in the relative actuarial liability. The
payments made to retirees in every period are charged against this liability. The liabilities of the Group
arising from the obligation to pay termination indemnities are determined through actuarial studies,
conducted by independent actuaries.
22.1
Provision for retirement benefits
   
   
2024
($’000)
2025
(Restated
125
)
Defined benefit obligation
1,704
1,551
Provision for retirement benefits recognised
1,704
1,551
Allocated as:
   
Non-current portion
1,704
1,551
 
1,704
1,551
22.2
Defined benefit obligation
   
   
2024
($’000)
2025
(Restated
126
)
At 1 January
1,551
1,595
Current service cost
140
109
Interest cost
47
51
Extra payments or expenses
44
19
Actuarial losses - from changes in financial assumptions
96
114
Benefits paid
(377)
(239)
Exchange differences
203
(98)
At 31 December
1,704
1,551
22.3
Actuarial assumptions and risks
The most recent actuarial valuation was carried out as of 31 December 2025 and it was based on the
following key assumptions:
125
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
126
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
Annual report 2025 |
Energean
223
2025
2024
Greece:
Discount rate
3.60%
3.28%
Expected rate of salary increases
4.00%
3.54%
Average life expectancy over retirement age
19.5 years
21.3 years
Inflation rate
2.00%
2.00%
Italy:
Discount rate
2.79%
2.77%
Expected rate of salary increases
1.00%
1.00%
Average life expectancy over retirement age
23.7 years
20.1 years
Inflation rate
2.00%
2.00%
Sensitivity analysis
The sensitivity analysis below shows the impact on the defined benefit obligation of changing each
assumption while not changing all other assumptions. This analysis may not be representative of the
actual change in the defined benefit obligation as it is unlikely that the change in the assumptions would
occur in isolation of one another as some of the assumptions may be correlated.
2025
2024
Greece:
Percentage Effect on defined benefit obligation
Change + 0.5% in Discount rate
-3%
-3%
Change – 0.5% in Discount rate
3%
3%
Change +0.5% in Expected rate of salary increases
3%
3%
Change -0.5% in Expected rate of salary increases
-3%
-3%
Italy:
Percentage Effect on defined benefit obligation
Change + 0.5% in Discount rate
-1%
-1%
Change – 0.5% in Discount rate
1%
1%
2025
2024
Greece:
Percentage Effect on current service cost
Change + 0.5% in Discount rate
-4%
-4%
Change – 0.5% in Discount rate
4%
4%
Change +0.5% in Expected rate of salary increases
4%
4%
Change -0.5% in Expected rate of salary increases
-4%
-4%
Annual report 2025 |
Energean
224
The amounts presented reflect the impact from the percentage increase / (decrease) in the given
assumption by +/- 0.5% on the defined benefit obligation and current service cost, while holding all
other assumptions constant.
The plan exposes the Group to actuarial risks such as interest rate risk, longevity changes and
inflation risk.
Interest rate risk
The present value of the defined benefit liability is calculated using a discount rate determined by
reference to market yields of high-quality corporate bonds. The estimated term of the bonds is
consistent with the estimated term of the defined benefit obligation and it is denominated in Euro. A
decrease in market yield on high quality corporate bonds will increase the Group’s defined benefit
liability.
Longevity of members
Any increase in the life expectancy of the members will increase the defined benefit liability.
Inflation risk
A significant proportion of the defined benefit liability is linked to inflation. An increase in the inflation
rate will increase the Group’s defined benefit liability.
23
Provisions
   
   
Provision for
 
   
litigation and
 
($’000)
Decommissioning
other claims
Total
At 1 January 2024
830,676
7,510
838,186
Change in estimates
25,903
489
26,392
Recognised in property, plant and
     
equipment
3,535
-
3,535
Recognised in profit or loss
22,368
489
22,857
Spend
(12,313)
-
(12,313)
Reclassification
(30,588)
-
(30,588)
Unwinding of discount
33,016
-
33,016
Currency translation adjustment
(36,035)
(362)
(36,397)
At 31 December 2024 (Restated
127
)
810,659
7,637
818,296
Current provisions
96,280
-
96,280
Non-current provisions
714,379
7,637
722,016
At 1 January 2025 (Restated
128
)
810,659
7,637
818,296
Additions
-
50,000
50,000
Change in estimates
(31,491)
(2,665)
(34,156)
Recognised in property, plant and
     
equipment
(27,624)
-
(27,624)
Recognised in profit or loss
(3,867)
(2,665)
(6,532)
127
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
128
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
Annual report 2025 |
Energean
225
Provision for
litigation and
($’000)
Decommissioning
other claims
Total
Spend
(54,604)
-
(54,604)
Reclassification to payables
(7,120)
-
(7,120)
Unwinding of discount
35,231
-
35,231
Currency translation adjustment
82,291
950
83,241
At 31 December 2025
834,966
55,922
890,888
Current provisions
62,030
51,054
113,084
Non-current provisions
772,936
4,868
777,804
Decommissioning provision
The decommissioning provision represents the present value of decommissioning costs relating to oil
and gas properties, which are expected to be incurred up to 2052 when the producing oil and gas
properties are expected to cease operations. The future costs are based on a combination of estimates
from an external study completed in previous years and internal estimates. These estimates are
reviewed annually to take into account any material changes to the assumptions. However, actual
decommissioning costs will ultimately depend upon future market prices for the necessary
decommissioning works required that will reflect market conditions at the relevant time. Furthermore,
the timing of decommissioning is likely to depend on when the fields cease to produce at economically
viable rates. This, in turn, will depend upon future oil and gas prices and the impact of energy transition
and the pace at which it progresses which are inherently uncertain.
The decommissioning provision represents the present value of decommissioning costs relating to
assets in Greece, UK, Italy, Croatia and Israel.
No provision has been recognised for Egypt as there is no legal or constructive obligation as of 31
December 2025.
The principal assumptions used in determining decommissioning obligations for the Group are shown
below:
Cessation
Discount
of
Inflation
rate
production
Spend in
2025
2024
assumption
assumption
assumption
2025
($’000)
($’000)
Greece
2.04%-2.00%
3.70%
2045
-
16,021
12,966
Italy
1.66%-2.00%
3.90%
2052
23,046
540,394
496,984
UK
2.11%
4.28%
2033
31,558
166,332
193,972
Israel
2.19%-2.70%
4.78%
2044
-
89,999
85,357
Croatia
1.66%-2.00%
3.90%
2039
-
22,220
21,380
Total
54,604
834,966
810,659
Litigation and other claims provisions
Litigation and other claim provision relates to provision for amounts drawn under the letter of credit
relating to the non-completion payment for the cancelled transaction (refer to note 25 for further
detail) and litigation actions currently open in Egypt and Italy.
Annual report 2025 |
Energean
226
The latter relates to ongoing proceedings with the Termoli Port Authority in respect of the fees payable
under the marine concession regarding FSO Alba Marina serving the Rospo Mare field in Italy.
Energean Italy S.p.a. has appealed these cases to the Campobasso Court of Appeal. None of the other
cases has yet had a decision on the substantive issue. The Group provided $3.8 million against an
adverse outcome of these court cases.
The remaining balance in other provisions pertains to a litigation with three municipalities in Italy over
real estate municipality taxes (IMU/TASI).
It is not currently possible to accurately predict the timing of the settlement of these claims and
therefore the expected timing of the cash flows.
24
Trade and other payables
   
($’000)
2025
2024
Trade and other payables, current
   
Financial items:
   
Trade accounts payable
244,846
255,495
Payables to partners under JOA
129
182,847
240,876
Other payables
130
66,044
84,971
Deferred consideration (note 27.1)
-
97,915
Short term lease liability
19,314
16,370
Deferred income
96,430
-
VAT payable
9,778
4,228
 
619,259
699,855
Non-financial items:
   
Accrued expenses
131
97,563
91,762
Other finance costs accrued
57,790
51,460
Social insurance and other taxes
5,450
4,729
 
160,803
147,951
 
780,062
847,806
Other non-current liabilities
   
Financial items:
   
Trade and other payables
14,987
80,020
Long term lease liability
21,647
41,572
 
36,634
121,592
129
Payables to partners under the JOA include both payables and working capital estimates provided by the operators. The
decrease in 2024 is due to the payables to partners for JOAs in Italy and Egypt.
130
Other payables primarily consist of royalties accrued in Israel ($36.8 million as of 31 December 2025, $35.5 million as of 31
December 2024) and in Italy ($27.9 million as of 31 December 2024, $30.3 million as of 31 December 2024).
128
Accrued expenses mainly relate to development expenditure incurred in Israel (Katlan) and Italy (Cassiopea).
Annual report 2025 |
Energean
227
   
($’000)
2025
2024
Non-financial items:
   
Social insurance
75
792
 
75
792
 
36,709
122,384
25
Discontinued operations
On 19 June 2024, the Company entered into a binding sale and purchase agreement for the sale of its
portfolio in Egypt, Italy and Croatia (together referred to as “
Energean Capital Limited Group
”, “
ECL
or “
ECL Group
”), to an entity controlled by Carlyle International Energy Partners (the “Transaction”)
(the “
SPA
”). The sale of ECL was expected to be completed within 12 months.
At 31 December 2024, ECL Group was classified as a disposal group held for sale (“HFS”) and as a
discontinued operation. The business of ECL Group comprised the entirety of the Group’s Egypt
operating segment until 20 June 2024. With ECL being classified as discontinued operations, the Egypt
segment was no longer presented in the segment note. ECL operations in Italy and Croatia were
previously included in the Group's Europe operating segment; as a result of the classification of ECL
Group as a discontinued operation, they were no longer presented within this segment for the period
ending 31 December 2024. Completion of the Transaction was conditional upon customary regulatory
approvals in Italy and Egypt together with antitrust approvals in Italy, Egypt and Common Market for
Eastern and Southern Africa, to be satisfied by a longstop date of 20 March 2025. As of the longstop
date, certain regulatory approvals in Italy and Egypt were not obtained by Carlyle (or waived), in
accordance with the terms of the SPA. Additionally, the Company was not able to reach agreement
with Carlyle to extend the longstop date beyond 20 March 2025. Accordingly, on 21 March 2025, the
Company terminated the SPA. Subsequently, on 25 April 2025, the Company drew the amount of $50
million under the letter of credit for payment of the Non-Completion Payable pursuant to the terms of
the SPA. The Company fully provided for it on receipt.
Following the cessation of “held for sale” classification, the measurement of ECL reverted to the basis
that would have applied had the classification never occurred (being lower than the recoverable
amount). This resulted in a catch-up depreciation charge of $65 million, recognised for the period from
the original date of classification, together with the related deferred tax adjustment. To ensure
consistency in presentation and measurement, the comparative financial information has been
restated as if ECL had never met the criteria to be classified as held for sale. ECL results previously
presented in discontinued operations are reclassified and included in income from continuing
operations for all periods presented. The amounts for twelve months ended 31 December 2024 have
been re-presented. The amounts presented for the assets and liabilities of disposal groups classified as
held for sale in the comparative statement of financial position have been also restated accordingly.
Each of the affected financial statement line items has been restated and the impact is summarised in
the following table:
Annual report 2025 |
Energean
228
31 December 2024
(As previously
31 December 2024
($'000)
reported)
Adjustments
(Restated)
ASSETS
Property, plant and equipment
3,378,752
1,136,607
4,515,359
Intangible assets
185,310
31,068
216,378
Equity-accounted investments
-
4
4
Deferred tax asset
128,368
125,697
254,065
Inventories
29,233
72,615
101,848
Trade and other receivables
132,454
289,793
422,247
Restricted cash
85,377
-
85,377
Cash and cash equivalents
182,251
53,019
235,270
Other receivables
32,973
479
33,452
Assets held for sale
1,769,906
(1,769,906)
-
Total assets
5,924,624
(60,624)
5,864,000
LIABILITIES
Borrowings
3,269,904
-
3,269,904
Retirement benefit liability
518
1,033
1,551
Provisions
292,295
526,001
818,296
Trade and other payables
425,124
545,065
970,189
Current tax Liability
81,034
3,813
84,847
Deferred tax liability
141,403
-
141,403
Derivative liability
345
-
345
Liabilities held for sale
1,075,912
(1,075,912)
-
Total liabilities
5,286,535
-
5,286,535
Annual report 2025 |
Energean
229
   
 
Year ended 31
   
 
December 2024
 
Year ended 31
 
(As previously
 
December 2024
($'000)
reported)
Adjustments
(Restated)
Revenue
1,314,734
464,679
1,779,413
Cost of sales
(702,440)
(285,845)
(988,285)
Gross profit
612,294
178,834
791,128
Administrative expenses
(31,970)
(19,010)
(50,980)
Other operating income
-
354
354
Exploration
and
evaluation
(83,646)
73,506
(10,140)
expenses and new ventures
     
Exploration cost written off
-
(144,782)
(144,782)
Impairment of oil & gas assets
(95,448)
(159)
(95,607)
Change
in
decommissioning
3,201
(25,569)
(22,368)
provision
     
Expected credit loss
(4,928)
(2,553)
(7,481)
Other operating expenses
(5,088)
817
(4,271)
Operating profit
394,415
61,438
455,853
Finance Income
14,811
575
15,386
Finance costs
(239,123)
(32,405)
(271,528)
Net loss on derivatives
(392)
-
(392)
Net foreign exchange losses
(1,446)
14,085
12,639
Profit before taxation
168,265
43,693
211,958
Taxation
(52,342)
(32,169)
(84,511)
Profit
for
the
period
from
115,923
11,524
127,447
continuing operations
     
Discontinued operations
     
Profit
for
the
period
from
72,148
(72,148)
-
discontinued operations
     
Profit for the period
188,071
(60,624)
127,447
There was no impact on reported cashflow financial results. The cessation of “held for sale”
classification resulted in an adjustment between the lines within Operating activities of the Cashflow
statement, between profit before tax and depreciation adjustment to reconcile profit before taxation
to net cash provided by operating activities.
Energean
230
Annual report 2025 |
26
Employee share schemes
Analysis of share-based payment charge
   
($’000)
2025
2024 (Restated
132
)
Energean Deferred Share Bonus Plan (DSBP)
1,878
2,232
Energean Long Term Incentive Plan (LTIP)
5,476
6,847
Total share-based payment charge
7,354
9,079
Expensed as administration and other expenses (note 8)
7,354
9,079
Total share-based payment charge
7,354
9,079
Energean Long Term Incentive Plan (LTIP)
Under the Energean plc's 2018 LTIP rules, senior executives may be granted conditional awards of
shares or nil cost options.
Nil cost options are normally exercisable from three to ten years following
grant provided an individual remains in employment. Awards are subject to performance conditions
(including Total Shareholder Return (TSR) normally measured over a period of three years. Vesting of
awards or exercise of nil cost options is generally subject to an individual remaining in employment
except in certain circumstances such as good leaver and change of control.
Awards may be subject to
a holding period following vesting.
No dividends are paid over the vesting period; however, Energean's
Board may decide at any time prior to the issue or transfer of the shares in respect of which an award
is released that the participant will receive an amount (in cash and/or additional Shares) equal in value
to any dividends that would have been paid on those shares on such terms and over such period (ending
no later than the Release Date) as the Board may determine. This amount may assume the
reinvestment of dividends (on such basis as the Board may determine) and may exclude or include
special dividends.
The weighted average remaining contractual life for LTIP awards outstanding at 31 December 2025
was 1.1 year, number of shares outstanding 2,115,079 and weighted average price at grant date £9.98
(or $13.43).
There are further details of the LTIP in the Remuneration Report on pages 125-142.
Deferred Share Bonus Plan (DSBP)
Under the DSBP, a portion of any annual bonus of a Senior Executive nominated by the Remuneration
Committee may be deferred into shares.
Deferred awards are usually granted in the form of conditional share awards or nil-cost options (or,
exceptionally, as cash-settled equivalents). Deferred awards usually vest two years after award
although may vest early on leaving employment or on a change of control.
The weighted average remaining contractual life for DSBP awards outstanding at 31 December 2025
was 0.7 year, number of shares outstanding 284,686 and weighted price at grant date £9.43 ($12.69).
132
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
Annual report 2025 |
Energean
231
27
Financial instruments
The Group is exposed to a variety of risks including commodity price risk, interest rate risk, credit risk,
foreign currency risk and liquidity risk. The use of derivative financial instruments is governed by the
Group’s policies approved by the Board of Directors. Compliance with policies and exposure limits are
monitored and reviewed internally on a regular basis. The Group does not enter into or trade financial
instruments, including derivatives, for speculative purposes.
27.1
Fair values of financial assets and liabilities
The section below outlines the methodology the Group employs to come up with the fair values of
various financial assets and liabilities.
Deferred consideration
The share purchase agreement dated 4 July 2019 between Energean and Edison Spa provides for a
contingent consideration of up to $100 million. The amount of the Cassiopea contingent payment varies
between nil and $100 million, depending on future gas prices in Italy at the point at which first gas
production is delivered from the field. The consideration was contingent on the basis of future gas
prices (PSV) recorded at the time of the first gas, which was achieved on 19 August 2024. No payment
was to be due if the arithmetic average of the year one (i.e., the first year after first gas production)
and year two (i.e., the second year after first gas production) Italian PSV Natural Gas Futures prices
was less than €10/MWh when first gas production was delivered from the field. $100 million was
payable if that average price exceeded €20/MWh, with a range of outcomes between $0 million and
$100 million if the average price was between €10/MWh and €20/MWh.
According to the SPA, the Group’s payment obligation is due 90 days after the later of the first day of
the month following the first month in which production from the Cassiopea field has continued on a
regular basis for at least 25 days or the date upon which formal notice of production from Cassiopea
has been accepted by the relevant competent authority in Italy (or failing which once production has
continued on a regular basis for 90 days).
The first gas production commenced in August 2024, with four wells fully operational by the end of
December 2024. This operational milestone led to a recognition of $97.9 million deferred consideration
as of 31 December 2024. In 2024 the fair value of the consideration payable was estimated by
reference to the terms of the SPA and discounted at a cost of debt. The fair value of the consideration
payable was recognised at level 3 in the fair value hierarchy.
The continued production on a regular basis was established in March 2025 resulting in the
consideration of $100 million becoming payable on 3 June 2025. It was subsequently settled by the
Group on 1 July 2025.
Fair values of other financial instruments
The following financial instruments are measured at amortised cost and are considered to have fair
values different to their book values:
   
 
2025
2024
 
Carrying
 
Carrying
 
 
value at 31
 
value at 31
 
($’000)
December
Fair value
December
Fair value
Senior Secured notes (note 21)
2,435,470
2,494,757
3,040,010
2,934,170
The fair value of the bond is within level 1 of the fair value hierarchy and has been estimated by
discounting future cash flows by the relevant market yield curve at the balance sheet date.
Annual report 2025 |
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232
The fair values of other financial instruments not measured at fair value including cash and short-term
deposits, trade receivables and trade and other payables equate approximately to their carrying
amounts.
27.2
Hedging activities
The Group is exposed to certain risks relating to its ongoing business operations. To manage foreign
currency and commodity price risks the Group use derivative and non-derivative instruments.
The Group’s risk management strategy and how it is applied to manage risk are explained in this note
below.
1
Derivatives designated as hedging instruments: cashflow hedges
Commodity price risk
All gas sales contracts in Italy are linked to the PSV price index and therefore the associated revenue
proceeds are subject to PSV price fluctuations. The increased volatility in PSV price over the past 12
months has led to the decision to enter into commodity forward contracts with the bank in the UK. In
April and May 2025, the Group entered in a series of put and call options to hedge about 30% of
anticipated gas production in Italy for the following 12 months (until May 2026). Hedging the price
volatility of forecast gas sales is in accordance with the risk management strategy outlined by the Board
of Directors.
There is an economic relationship between the hedged items and the hedging instruments as the terms
of the foreign exchange and commodity forward contracts match the terms of the expected highly
probable forecast transactions (i.e., notional amount and expected payment date, based on the nature
of the underlying host instruments). The Group has established a hedge ratio of 1:1 for the hedging
relationships as the underlying risk of the foreign exchange and commodity forward contracts are
identical to the hedged risk components.
Foreign exchange risk
Foreign currency forward contracts are designated as hedging instruments in cash flow hedges of
forecast transactions in currencies other than $. Thus, in January 2025 the Group entered into the
forward contracts with the bank in Israel to manage the foreign currency risk related to EUR, NOK and
GBP payments to suppliers under the Katlan EPCI contract. The forward contracts are subject to
different maturity dates and are designed to match the payments for completion of Katlan Subsea
development milestones under the host contract. Multi-currency instruments are effective from April
2025 to August 2027.
Looking to protect its exposure to EUR/USD fluctuations associated with the deferred consideration
payment (refer to note 27.1) the Group also entered into the EUR put and call options with the bank in
the UK.
The contracts were to expire by 30 June 2025 and the hedged exposure matched the payable
amount.
The Group considered foreign exchange and commodity price collars not meeting the definition of net
written options and therefore those were designated as joint hedging instruments.
Annual report 2025 |
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233
Less
than 1
1 to 3
3 to 6
6 to 9
9 to 12
13 to 24
3 to 5
month
months
months
months
months
months
years
Foreign exchange forward contracts highly probable forecast purchases:
Notional
amount
(in
8,783
35,008
42,224
85,657
79,989
47,468
-
$'000)
Average forward rate
1.0638
1.0686
1.0716
1.0766
1.0825
1.0873
-
(USD/EUR)
Average forward rate
1.2368
1.2455
1.2368
1.2368
1.2368
1.2368
-
(USD/GBP)
Commodity forward contracts:
Notional
amount
(in
11,280
22,560
3,854
-
-
-
-
$'000
)
133
Notional
amount
(in
240,000
480,000
80,000
-
-
-
-
MWh)
The impact of hedging instruments on the consolidated statement of financial position on the reporting
date is, as follows:
Line item in
Change in fair
the
value used for
statement of
measuring
Notional
Carrying
financial
ineffectiveness
($'000)
amount
amount
position
for the period
Foreign
exchange
forward
47,468
3,931
Derivative
-
contracts
asset. Non-
Current
Foreign
exchange
forward
251,661
21,705
Derivative
-
contracts
asset.
Current
Commodity forward contracts
37,694
685
Derivative
-
asset.
Current
The impact of hedged items on the statement of financial position is, as follows:
Change in fair value used for measuring
Cash flow
($’000)
ineffectiveness for the period
hedge reserve
Highly probable forecast purchases
-
19,740
Highly probable forecast gas sales
-
501
The effect of the cash flow hedge in the consolidated statement of profit or loss and other
comprehensive income is, as follows:
133
Estimated based on the exchange rate between EUR and USD at the reporting date.
Annual report 2025 |
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234
Total
Line item in
Amount
Line item in
hedging
the
reclassified
the
gain/(loss)
Ineffectiveness
statement
from OCI
statement
recognised
recognised in
of profit or
to profit or
of profit or
($’000)
in OCI
profit or (loss)
(loss)
(loss)
(loss)
Highly probable
36,219
-
Cash Flow
-
forecast purchases
Hedge
(OCI)
Highly probable
830
-
Cash Flow
(233)
Net loss on
forecast purchases
Hedge
derivative
(OCI)
(PL)
Highly probable
659
-
Cash Flow
-
forecast gas sales
Hedge
(OCI)
Highly probable
(3,117)
-
Cash Flow
3,117
Net loss on
forecast deferred
Hedge
derivative
consideration
(OCI)
(PL)
payment
2
Hedge of net investment in foreign operations
Included in interest-bearing loans at 31 December 2025 was a borrowing of EUR 400 million which has
been designated as a hedge of the net investment in the subsidiary in Italy, Energean Italy S.p.a. on 10
November 2025 (the date of the senior secured notes issuance, refer to Note 21 for further details). This
borrowing is being used to hedge the Group’s exposure to the EUR foreign exchange risk on this
investment. Gains or losses on the retranslation of this borrowing are transferred to OCI to offset any
gains or losses on translation of the net investment in the subsidiary.
There is an economic relationship between the hedged item and the hedging instrument as the net
investment creates a translation risk that will match the foreign exchange risk on the EUR borrowing.
The Group has established a hedge ratio of 1:1 as the underlying risk of the hedging instrument is
identical to the hedged risk component. The hedge ineffectiveness will arise when the amount of the
investment in the foreign subsidiary becomes lower than the amount of the fixed rate borrowing.
The impact of the hedging instrument on the consolidated statement of financial position as at 31
December 2025 is, as follows:
Change in fair
value used for
measuring
Notional
Carrying
Line item in the statement
ineffectiveness
($’000)
amount
amount
of financial position
for the period
EUR
denominated
462,840
470,002
Borrowings, Non-current
-
borrowing
liabilities
The impact of the hedged item on the consolidated statement of financial position is, as follows:
Foreign
currency
Hedged Item
Change in fair value used for measuring
translation
($’000)
ineffectiveness for the period
reserve
Net investment in subsidiary
-
(7,162)
Annual report 2025 |
Energean
235
The hedging loss recognised in OCI before tax is equal to the change in fair value used for measuring
effectiveness. There is no ineffectiveness recognised in profit or loss.
Set out below is the reconciliation of each component of equity and the analysis of other comprehensive
income:
Cashflow hedge
Foreign currency
($’000)
reserve
translation reserve
As at 1 January 2025
(266)
(23,547)
Effective portion of changes in fair value arising from:
Commodity forward contracts – forecast gas sales
659
-
Foreign
exchange
forward
contracts
forecast
37,049
-
purchases
Foreign
exchange
forward
contract
forecast
(3,117)
-
deferred consideration payment
Amount reclassified to profit or loss
2,884
-
Basis adjustment to property, plant and equipment
(10,833)
-
Foreign currency revaluation of the EUR corporate bond
-
(7,162)
Foreign currency revaluation of the Group’s foreign
21,937
operations
Tax effect
(6,135)
-
As at 31 December 2025
20,241
(8,772)
27.3
Financial instruments risk management objectives and policies
Commodity price risk
Commodity price risk is the risk that the fair value or future cashflows of a financial instrument will
fluctuate because of changes in commodity prices of crude oil, natural gas and liquids. The Group’s
exposure is limited due to a “natural hedge” by virtue of fixed -price contracts in Israel. The Group
considers hedging activities as part of the ongoing financial risk management to protect against
commodity price volatility.
Refer to the Note 27.2 for further details on derivative financial instruments – forward contracts –
designated in cash flow hedge relationships.
Interest rate risk
Interest rate risk is the risk that the fair value or future cashflows of a financial instrument will fluctuate
because of changes in market interest rates.
The Group manages its interest rate risk by having a balanced portfolio of fixed and variable
borrowings.
The Group’s policy is to minimise interest rate cash flow risk exposures on long-term
financing. Longerterm borrowings are therefore usually at fixed rate.
The Group’s exposure to the interest rate risk relates primarily to the Group’s financing with floating
interest rates: 10 - year senior-secured term loan with Bank Leumi, Greek borrowings and the Revolving
Credit Facility (RCF). All other borrowings are at fixed interest rates (refer to Note 21 for details).
Additionally, the exposure to interest rates for the Group’s money market funds is considered
immaterial.
Annual report 2025 |
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236
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on
that portion of borrowings affected. With all other variables held constant, the Group’s finance costs
are affected through the impact on floating rate borrowings, as follows:
   
($’000)
2025
2024
Impact on finance costs
   
Interest rates increase +0.5%
2,911
485
Interest rates decrease -0.5%
(3,644)
(485)
Credit risk
Credit risk arises when a failure by counterparties to discharge their obligations could reduce the
amount of future cash inflows from financial assets on hand at the reporting date. The Group has
policies in place to ensure that all of its transactions giving rise to credit risk are made with parties
having an appropriate credit history and monitors on a continuous basis the ageing profile of its
receivables.
Also, the Group has policies to limit the amount of credit exposure to any banking institution,
considering among other factors the credit ratings of the banks with which deposits are held. Credit
quality information in relation to those banks is provided below.
With regard to the risk of potential losses caused by the failure of any of the counterparties the
Company interacts with to honour the commitments they have undertaken, the Group has implemented
for some time procedures and tools to evaluate and select counterparties based on their credit rating,
constantly monitoring its exposure to the various counterparties and implementing appropriate
mitigating actions, primarily aimed at recovering or transferring receivables.
Presented below is a breakdown of trade receivables by past due bracket:
   
   
2024
($’000)
2025
(Restated
)
134
Trade receivables and receivables from partners under JOA
373,234
352,914
Allowance for impairment
(6,304)
(11,285)
Total
366,930
341,629
134
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
Annual report 2025 |
Energean
237
The Group’s credit risk is concentrated as approximately 58% of trade receivables and almost all of the
expected credit loss provision (“
ECL
”) recognised on 31 December 2025 mainly relate to EGPC, the
Egyptian governmental body that are significantly aged, as follows:
31 December 2025
31 December 2024
Allowance
Allowance
Trade
for
Trade
for
($’000)
receivables
impairment
receivables
impairment
Not yet due
43,383
(525)
59,720
(3,050)
Past due by less than one month
12,305
(352)
8,971
(458)
Past due by one to three months
51,552
(1,475)
49,663
(2,537)
Past due by three to six months
35,214
(1,008)
30,279
(1,546)
Past due by more than six months
72,101
(2,064)
57,046
(2,914)
Total
214,555
(5,424)
205,679
(10,505)
Apart from this concentration, the Group does not have significant credit risk exposure to any other
single customer or geographical region, as provided below.
Trade Receivables by geography
($’000)
2025
2024
United Kingdom
7,745
4,012
Italy
29,764
35,048
Egypt
214,555
205,678
Greece
164
91
Israel
121,006
108,085
Total
373,234
352,914
Credit quality of bank deposits
The credit quality of the banks in which the Group keeps its deposits is assessed by reference to the
credit rating of these banks. Moody’s credit ratings of the corresponding banks in which the Group
keeps its deposits is as follows:
($’000)
2025
2024
Aa2
1,367
109
Aa3
2,809
-
A1
61,381
35,247
A2
21
24
Baa1
250,029
265,295
Baa2
-
12,636
Ba1
-
47
Annual report 2025 |
Energean
238
   
($’000)
2025
2024
B3
160
1,612
Caa1
14,178
5,660
Not applicable
135
12
17
 
329,957
320,647
The Group has assessed the recoverability of all cash balances and considers they are carried within
the consolidated statement of financial position at amounts not materially different to their fair value.
Foreign exchange risk
The Group is exposed to foreign exchange risk as it undertakes operations in multiple currencies. The
key sources of exposure arise from: (i) certain subsidiaries with functional currencies other than $
having loan agreements denominated in $ and (ii) crude oil sales additionally denominated in $. In
addition, a portion of the Group’s procurement and construction contracts are denominated in foreign
currencies other than $, creating further transactional exposure. In 2025 the Group issued EUR-
denominated senior secured notes which increased its exposure to EUR/$ exchange rate movements.
The foreign exchange risk exposure has been managed using derivative and non-derivative financial
instruments as discussed in the Note 27.2.
The Group’s residual exposure to foreign currency risk at each reporting date is presented in the table
below. The amounts shown are the $ equivalent of the foreign currency amounts.
   
 
Liabilities
Assets
($’000)
2025
2024
2025
2024
United Kingdom Pounds (£)
172,433
130,199
50,628
151,914
EUR
1,703,721
892,469
1,110,140
796,430
CAD
13
17
-
-
NOK
4,190
21
1,910
-
ILS
315,422
4,324
38,673
31,058
SGD
(1)
-
37
-
MAD
-
358
-
47
EGP
3,219
231
13,119
7,765
Total
2,198,997
1,027,619
1,214,507
987,214
135
Refers to petty cash and cash in transit.
Annual report 2025 |
Energean
239
The following table reflects the sensitivity analysis for profit and loss results for the year and equity, taking into consideration for the periods presented foreign
exchange variation by +/- 10% with all other variables held constant.
   
   
31 December 2025
                       
 
USD
GBP
EUR
ILS
NOK
SGD
EGP
 
Variation
Variation
Variation
Variation
Variation
Variation
Variation
 
10%
-10%
10%
-10%
10%
-10%
10%
-10%
10%
-10%
10%
-10%
10%
-10%
Effect on profit before tax
(4,740)
5,852
(79)
(742)
(12,315)
14,697
(27,675) 25,159
(231)
210
4
(3)
(907)
1,108
Effect on pre-tax equity
(4,740)
5,852
(79)
(742)
(12,315)
14,697
(27,675) 25,159
(231)
210
4
(3)
(907)
1,108
   
 
31 December 2024
                         
 
USD
GBP
EUR
ILS
NOK
SGD
EGP
 
Variation
Variation
Variation
Variation
Variation
Variation
Variation
 
10%
-10%
10%
-10%
10%
-10%
10%
-10%
10%
-10%
10%
-10%
10%
-10%
Effect on profit before tax
6,690
(8,134)
3,471
(4,116)
7,868
(10,309)
2,673
(2,430)
-
-
31
(31)
54
(44)
Effect on pre-tax equity
6,690
(8,134)
3,471
(4,116)
7,868
(10,309)
2,673
(2,430)
-
-
31
(31)
54
(44)
The above calculations assume that interest rates remain the same as at the reporting date.
Energean
240
Annual report 2025 |
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with
financial liabilities that are settled by delivering cash or another financial asset.
The Group monitors its risk to a shortage of funds by monitoring its debt rating and the maturity dates
of existing borrowings and other payables. As at 31 December 2025, the Group had available $38
million of undrawn committed borrowing facilities (refer to Note 2.1 for further details).
Approximately
10% of the Group’s debt will mature in less than one year at 31 December 2025 based on the carrying
value of borrowings reflected on the consolidated statement of financial position. The Group assessed
the concentration of risk with respect to refinancing its debt and concluded it to be low. The Group has
access to a sufficient variety of sources of funding and debt maturing within 12 months can be rolled
over with existing lenders.
The Group manages its liquidity risk by ongoing monitoring of its cash flows. Group management
prepares budgets and regular cash flow forecasts and takes appropriate actions to ensure available
cash deposits and credit lines with the banks are available to meet the Group’s liabilities as they fall due.
The table below summarises the maturity profile of the Group financial liabilities based on contractual
undiscounted payments. It includes both interest and principal cash flows:
31
             
December
             
2025
Carrying
Contractual
3 months
3-12
   
More than
($’000)
amounts
cash flows
or less
months
1-2 years
2-5 years
5 years
Borrowings
3,584,746
5,186,892
309,937
180,573
226,480
1,828,273
2,641,629
Lease
40,961
44,636
6,314
15,434
10,820
8,887
3,181
liabilities
             
Trade
and
614,932
618,263
337,001
109,240
157,035
14,987
-
other
             
payables
             
Total
4,240,639
5,849,791
653,252
305,247
394,335
1,852,147
2,644,810
31
December
       
2024
       
(Restated
)
136
Carrying
Contractual
3 months
3-12
  
More than
($’000)
amounts
cash flows
or less
months
1-2 years
2-5 years
5 years
Borrowings
3,269,904
4,425,709
210,344
118,076
944,034
1,389,340
1,763,915
Lease liabilities
57,942
65,121
4,609
13,550
15,707
16,592
14,663
Deferred
       
consideration
97,915
100,000
-
100,000
-
-
-
Trade
and
       
other payables
665,590
683,259
467,751
127,452
69,794
18,262
-
Total
4,091,351
5,274,089
682,704
359,078
1,029,535
1,424,194
1,778,578
136
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
Annual report 2025 |
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241
28
Government grants
($’000)
2025
At 1 January
-
Grant received during the year
25,204
Amount recognised as deduction from PPE
(16,659)
At 31 December (Deferred Income liability)
8,545
Current
8,545
Non-current
-
Government grants have been received for the CCS project in Greece. Those grants are provided as
reimbursement of eligible project expenditure incurred and are released upon achievement of specified
project milestones.
The deferred income liability represents the portion of government grants for which the Group has not
yet met the conditions for recognition as reduction in the cost of assets under construction.
No amount has been recognised in profit or loss during the period.
29
Related parties
29.1
Related party relationships
Balances and transactions between the Company and its subsidiaries, which are related parties, have
been eliminated on consolidation and are not disclosed in this note.
The Directors of Energean Plc are considered to be the only key management personnel as defined by
IAS 24. The following information is provided in relation to the related party transaction disclosures
provided below.
There were no other transactions with related parties outside of the Group during 2025 (2024: nil).
There were no outstanding balances at the reporting date (2024: nil).
Key management compensation
The Directors of Energean plc are considered to be the only key management personnel as defined by
IAS 24 Related Party Disclosures.
31
December
2025
   
Annual bonus paid
 
($’000)
Salary and fees
Benefits
in cash
Total
Executive Directors
2,000
178
3,815
5,993
Non-Executive Directors
1,057
-
-
1,057
Total
3,057
178
3,815
7,050
31
December
2024
   
Annual bonus paid
 
($’000)
Salary and fees
Benefits
in cash
Total
Executive Directors
1,726
162
2,485
4,373
Non-Executive Directors
1,023
-
-
1,023
Total
2,749
162
2,485
5,396
Annual report 2025 |
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242
30
Commitments and contingencies
In acquiring its oil and gas interests, the Group has pledged that various work programmes will be
undertaken on each permit/interest. The exploration and development capital commitments in the
following table are an estimate of the net cost to the Group of performing these work programmes:
   
($’000)
2025
)
2024 (Restated
137
Capital Commitments
  
Due within one year
15,217
51,030
Due later than one year but within two years
-
2,073
Due later than two years but within five years
-
-
 
15,217
53,103
As of 31 December 2025, $1.4 million of capital commitments is towards Governments (31 December
2024, restated: $2.0 million). An amount of $13.8 million (31 December 2024, restated: $51.1 million)
pertains to capital commitments with partners based on future work programs for the development of
the Scott field in the United Kingdom (31 December 2024: also includes capital commitments in Italy).
Performance guarantees
  
($’000)
2025
2024 (Restated
)
138
Greece
1,141
1,009
Israel
87,276
50,629
UK
152,528
134,056
Morocco
-
375
Egypt
6,000
6,000
Italy
12,241
22,710
 
259,186
214,779
Open guarantees at the reporting date mainly relate to:
Karish and Tanin Leases ($25 million) - As required by the Karish and Tanin Lease deeds, the
Group provided the Ministry of National Infrastructures, Energy, and Water with bank
guarantees for each lease. These guarantees were renewed in June 2025 and are valid until June
2026.
Blocks 23 and 31 ($13 million) - To meet the conditions for obtaining exploration and appraisal
licenses, the Group provided the Ministry of National Infrastructures, Energy, and Water with
bank guarantees totalling $13 million in June 2025, covering all mentioned blocks. They are valid
until June 2026.
Katlan lease ($10 million) - As required by the Katlan Lease deeds, the Group provided the
Ministry of National Infrastructures, Energy, and Water with bank guarantee. This guarantee
was issued in June 2025 and are valid until January 2029.
Israel Other ($2.5 million) - The Group has provided various bank guarantees to third parties in
Israel as part of ongoing operations.
Nitzana project ($36.7 million) - The Group has provided guarantees to INGL in relation to
Nitzana project. These guarantees were issued in November 2025 and are valid until November
2026.
137
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
138
Restated for discontinued operation reclassified to continuing operations, refer to Note 25 for further detail.
Annual report 2025 |
Energean
243
United Kingdom ($152 million) - The Group has issued letters of credit for United Kingdom
decommissioning obligations and other obligations under the United Kingdom licenses.
Greece ($1 million) - The Group issued letters of credit to cover exploration obligations under the
Prinos license and in regard to its gas and electricity contracts in Greece.
Egypt ($6 million) - The total capital commitments in Egypt related to the EBEN project
amounted to $6.0 million, with $5.0 million already spent by the end of 2025. The Group is
awaiting clearance from EGPC, which is expected upon the completion of all commitments.
Italy ($12 million) - The Group has issued guarantees primarily in favour of port authorities and
counterparties in Italy to secure concession rights, field-related obligations, lease commitments
and certain service contracts.
Following the sale of Lixus and Risanna licences, the guarantee was replaced by a new one issued by
Chariot Limited on 22 August 2025.
Legal cases and contingent liabilities
The Group holds through its subsidiary Energean Italy S.p.A. (“
Energean Italy
”) a 40% non-operated
participating interest in the Cassiopea gas concession in Italy. The remaining interest is held by the
operator, Eni Mediterranea Idrocarburi S.p.A. The concession is governed by a Joint Operating
Agreement (“
JOA
”).
During 2025, a dispute arose between Energean Italy and the operator in relation to certain costs
invoiced by the operator. In addition to that, as a consequence of the operator’s conduct – which is
contested by Energean Italy – from 1 October 2025 Energean Italy has not been receiving production
from the field. The Group has accounted for the retention of production by the operator as a non-cash
settlement of outstanding joint operating liabilities, measured by reference to the contractual valuation
mechanism in accordance with the JOA. The settlement of $13 million has been recognised within other
operating income with a corresponding reduction to trade payables. Arbitration proceedings between
the parties are ongoing at the date of approval of these consolidated financial statements.
As at 31 December 2025 the outstanding amounts billed by the operator – and disputed by Energean
Italy –and expenses accrued in relation to Cassiopea total approximately €144 million and are included
within trade payables.
In the arbitration, the operator has asserted claims of up to €153 million in respect of (i) unpaid and
disputed invoices and (ii) amounts relating to production revenues received by the Group during a
certain period of time or compensation of operating expenses incurred by the operator during the
same period. While the total amount asserted by the operator is broadly comparable to the aggregate
balance recognised by the Group as trade payables in respect of the Cassiopea asset, the amounts do
not represent an agreed net position between the parties and remain subject to arbitration. The
operator’s claim includes additional elements (including alleged revenue-related amounts), and the
Group’s recognised balance for costs incurred.
The operator has also asserted in the arbitration proceedings that Energean’s participating interest
should be transferred. The Group considers this assertion to be without legal merit based on external
legal advice obtained and the MASE response described in note 4.1.
As of December 2025, Energean Italy has submitted counterclaims totalling approximately €265
million, including claims for reimbursement of invalid costs and damages.
In accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets:
invoices received from the operator, although disputed, have been recognised as trade payables
where they relate to costs incurred;
counterclaims and claims for damages have not been recognised as assets, as their realisation is
dependent on the outcome of the arbitration proceedings and therefore represent contingent
assets at the reporting date.
Annual report 2025 |
Energean
244
Although the claims and counterclaims relate to overlapping subject matters, they are accounted for
separately in accordance with IFRS, and no offsetting has been applied in the group statement of
financial position.
The ultimate outcome of the arbitration proceedings remains uncertain and may result in adjustments
to amounts currently recognised.
31
Subsequent events
In November 2025, ExxonMobil farmed into Block 2, which is located at the northwest part of the Ionian
Sea. The new participating interests are: Energean (30%, operator), ExxonMobil (60%) and HELLENiQ
ENERGY Upstream (10%). The transaction was completed on 11 March 2026 upon receipt of the
government
approval
and
the
extension
of
the
license
requested
by
Energean
and
HELLENiQ ENERGY Upstream. Energean will remain the Operator of the concession through the
exploration stage, during which an exploratory well is expected to be drilled in early 2027, subject to
permitting. Energean’s share of past costs were received at the Closing Date. Energean’s share of
exploration costs, up to a defined cap, will be carried as part of the consideration.
On 28 February 2026, the Group received an order from the Israeli Ministry of Energy and
Infrastructure to temporarily suspend the production at the FPSO due to the escalation of geopolitical
tensions in the region. At the date of this report, the timing of the resumption of production remains
uncertain, although the Group expects operations to resume as soon as the situation stabilises.
On 12 March 2026 the Group announced that it had signed an agreement to acquire Chevron’s 31%
operated interest in Block 14 and 15.5% non-operated interest in Block 14K, offshore Angola. The Block
14 assets produce around 42 kbbl/d of oil in total, equivalent to 13 kbbl/d net to the interest to be
acquired. The effective date of the transaction is 1 January 2026, with closing expected by the end of
2026, subject, inter alia, to government and regulatory approvals and the waiver of applicable pre-
emption rights. The consideration comprises:
a base consideration of $260 million subject to closing adjustments and economic performance
139
of the assets between the effective date and the closing date, and
$250 million of contingent payments capped at $25 million per annum.
139
This includes an upside sharing mechanism between Chevron and Energean for realised oil prices over a certain threshold
during this period.
Annual report 2025 |
Energean
245
32
Subsidiary undertakings
At 31 December 2025, the Group had investments in the following subsidiaries:
 
Country of
 
Shareholding
Shareholding
 
incorporation /
 
At 31 December
At 31 December
Name of subsidiary
registered office
Principal activities
2025 (%)
2024 (%)
Energean E&P
22 Lefkonos Street,
Holding Company
100
100
Holdings Ltd.
2064 Nicosia, Cyprus
     
Energean Capital Ltd.
22 Lefkonos Street,
Holding Company
100
100
 
2064 Nicosia, Cyprus
     
Energean Group
44 Baker Street,
Oil and gas exploration,
100
100
Services Ltd.
140
London W1U 7AL,
development and
   
 
United Kingdom
production
   
Energean Oil & Gas
32 Kifissias Avenue,
Oil and gas exploration,
100
100
S.A.
Marousi Athens, 151
development and
   
 
25, Greece
production
   
Energean International
22 Lefkonos Street,
Oil and gas exploration,
100
100
Ltd.
2064 Nicosia, Cyprus
development and
   
   
production
   
Energean Israel Ltd.
22 Lefkonos Street,
Oil and gas exploration,
100
100
 
2064 Nicosia, Cyprus
development and
   
   
production
   
Energean Montenegro
22 Lefkonos Street,
Oil and gas exploration,
100
100
Ltd.
2064 Nicosia, Cyprus
development and
   
   
production
   
Energean Israel
Andre Sakharov 9,
Gas transportation
100
100
Transmission Ltd.
Haifa, Israel
license holder
   
Energean Israel
Andre Sakharov 9,
Financing activities
100
100
Finance Ltd.
Haifa, Israel
     
Energean Egypt Ltd.
22 Lefkonos Street,
Oil and gas exploration,
100
100
 
2064 Nicosia, Cyprus
development and
   
   
production
   
Energean Hellas Ltd.
22 Lefkonos Street,
Oil and gas exploration,
100
100
 
2064 Nicosia, Cyprus
development and
   
   
production
   
Energean Italy S.p.a.
31 Foro Buonaparte,
Oil and gas exploration,
100
100
 
20121 Milano, Italy
development and
   
   
production
   
Energean Sicilia S.r.l.
Via Salvatore
Oil and gas exploration,
100
100
 
Quasimodo 2 – 97100
development and
   
 
Ragusa (Ragusa)
production
   
Energean Exploration
44 Baker Street,
Oil and gas exploration,
100
100
Ltd.
141
London W1U 7AL,
development and
   
 
United Kingdom
production
   
Energean UK Ltd.
142
44 Baker Street,
Oil and gas exploration,
100
100
 
London W1U 7AL,
development and
   
 
United Kingdom
production
   
Energean Egypt
Block #17, City Center,
Oil and gas exploration,
100
100
Energy Services JSC
5th Settlement, New
development and
   
 
Cairo, 11835, Egypt
production
   
Energean Investments
44 Baker Street,
Oil and gas exploration,
100
100
Ltd.
143
London W1U 7AL,
development and
   
 
United Kingdom
production
   
Energean Morocco
44 Baker Street,
Oil and gas exploration,
-
144
100
Ltd.
London W1U 7AL,
development and
   
 
United Kingdom
production
   
Energean West Africa
22 Lefkonos Street,
Oil and gas exploration,
100
100
Ltd.
2064 Nicosia, Cyprus
development and
   
   
production
   
Enearth Limited
22 Lefkonos Street,
Holding Company
100
100
 
2064 Nicosia, Cyprus
     
Enearth Greece S.A.
32 Kifissias Avenue,
Carbon Capture
100
100
 
Marousi Athens, 151
Storage
   
 
25, Greece
     
140
Subsequent to year-end, the Company has changed its registered address to become One Great Cumberland Place,
London,W1H 7AL.
141
Subsequent to year-end, the Company has changed its registered address to become One Great Cumberland Place,
London,W1H 7AL.
142
Subsequent to year-end, the Company has changed its registered address to become One Great Cumberland Place,
London,W1H 7AL.
Annual report 2025 |
Energean
246
33
Exploration, development and production interests on the reporting date
Development and Production
   
       
Group’s
   
 
Licence/unit
 
Fiscal
working
Joint
 
Country
area
Fields
regime
interest
operation
Operator
Israel
           
 
Karish
Karish
North,
Concession
100%
No
NA
   
Karish Main
       
 
Tanin
Tanin
Concession
100%
No
NA
 
Katlan
Katlan
Concession
100%
No
NA
Egypt
           
 
Abu Qir
Abu Qir, Abu Qir
PSC
100%
No
NA
   
North,
Abu
Qir
       
   
West,
Yazzi
       
   
(32.75%)
       
 
NEA
Yazzi
(67.25%),
PSC
100%
No
NA
   
Python
       
 
NI
Field
A
(NI-1X),
PSC
100%
No
NA
   
Field B (NI-3X), NI-
       
   
2X, Viper (NI-4X)
       
Greece
           
 
Prinos
Prinos,
Prinos
Concession
100%
No
NA
   
North, Epsilon
       
 
South Kavala
 
Concession
100%
No
NA
 
Katakolo
Katakolo
Concession
100%
No
NA
Italy
           
 
C.C6.EO
Vega A (Vega B,
Concession
100%
145
Yes
Energean
   
undeveloped)
       
 
B.C8.LF
Rospo Mare
Concession
100%
Yes
Energean
 
Fiume tenna
Verdicchio
Concession
100%
No
Energean
 
B.C7.LF
Sarago,
cozza,
Concession
95%
Yes
Energean
   
vongola
       
 
Garaguso
Accettura
Concession
50%
Yes
Energean
 
A.c14.AS
Rosanna and Gaia
Concession
50%
Yes
ENI
 
A.C15.AX
Valentina,
Concession
10%
Yes
ENI
   
Raffaella,
       
   
Emanuela, Melania
       
143
Subsequent to year-end, the Company has changed its registered address to become One Great Cumberland Place,
London,W1H 7AL.
144
The Company was sold in May 2025, refer to the Note 13 for further details.
145
Energean has agreed with ENI to acquire the latter's WI and the request is pending approval from the Italian
authorities. However, by means of an agreement between ENI and Energean Italy all the production and cost are retained by
Energean from 1 January 2021 and, according to the JOA, the decommissioning costs will be borne by both parties according
to their initial WI (Energean 60%, ENI 40%).
Annual report 2025 |
Energean
247
Group’s
Licence/unit
Fiscal
working
Joint
Country
area
Fields
regime
interest
operation
Operator
Masseria
Appia
and
Concession
50%
Yes
Energean
Monaco
Salacaro
(undeveloped)
G.C1.AG
Cassiopea,
Concession
40%
Yes
ENI
Gemini, Centauro
B.C14.AS
Calipso and Clara
Concession
49%
Yes
ENI
West
B.C20.AS
Carlo,
Clotilde
e
Concession
49%
Yes
ENI
Didone
(undeveloped)
Montignano
Cassiano
and
Concession
50%
Yes
Energean
Castellaro
B.C13.AS
Clara
Est,
Clara
Concession
49%
Yes
ENI
Nord, Clara NW,
(Cecilia
undeveloped)
Comiso (EIS)
Comiso
Concession
100%
No
Energean
A.c13.AS
Daria,
(Manuela,
Concession
49%
Yes
ENI
Arabella, Ramona
undeveloped)
B.C10.AS
Emma
West and
Concession
49%
Yes
ENI
Giovanna
A.C36.AG
Fauzia
Concession
40%
Yes
ENI
Torrente
Grottammare
Concession
76%
Yes
Petrorep
menocchia
(undeveloped)
Montegranaro
Leoni
Concession
50%
Yes
Gas Plus
Lucera
Lucera
Concession
4.8%
Yes
GPI
Monte Urano
San Lorenzo
Concession
40%
Yes
Energean
A.C21.AG
Naide
Concession
49%
Yes
ENI
Colle di lauro
Portocannone
Concession
83.32%
Yes
Energean
Porto
Porto civitanova
Concession
40%
Yes
GPI
civitanova
Quarto
Quarto
Concession
33%
Yes
Padana
Energia
A.C17.AG
Regina
Concession
25%
Yes
ENI
S. Andrea
Concession
50%
Yes
Canoel
B.C2.LF
San Giorgio Mare
Concession
100%
Yes
Energean
San Marco
San Marco
Concession
20%
No
ENI
B.C1.LF
Santo Stefano
Concession
95%
Yes
Energean
Mafalda
Sinarca
Concession
40%
Yes
Gas Plus
B.C9.AS
Squalo Centrale
Concession
33%
Yes
ENI
Annual report 2025 |
Energean
248
Group’s
Licence/unit
Fiscal
working
Joint
Country
area
Fields
regime
interest
operation
Operator
Massignano
Talamonti
Concession
50%
Yes
Energean
Masseria
Traetta
Concession
14%
Yes
Canoel
Grottavecchia
S. Anna (EIS)
Tresauro
Concession
25%
Yes
Enimed
Torrente
Vigna
Nocelli
Concession
50%
Yes
Rockhopper
Celone
(Masseria
Conca
Italia
undeveloped)
UK
Tors
Garrow, Kilmar
Concession
68%
Yes
Energean
Markham
Concession
3%
Yes
Spirit
Energy
Scott
Concession
10%
Yes
CNOOC
Telford
Concession
16%
Yes
CNOOC
Wenlock
Concession
80%
Yes
Energean
Croatia
Izabela, Irena
PSC
70%
No
EdINA
Exploration
Group’s
Fiscal
working
Joint
Country
Concession
Fields
regime
interest
operation
Operator
Israel
Block 23
Concession
100%
No
Energean
Block 31
Concession
100%
No
Energean
Egypt
146
East
North
PSC
50%
Yes
Energean
Bir El Nus
Greece
Block-2
147
Concession
75%
Yes
Energean
Prinos
Prinos CO2 Storage
Concession
100%
No
Energean
Italy
G.R13.AG
Lince prospect
Concession
40%
Yes
ENI
G.R.14.AG
Panda,
Vela
Concession
40%
Yes
ENI
prospect
146
North East Hap’y exploration license expired on 4 October 2025.
147
In November 2025 ExxonMobil agreed to farm-in to Block 2. ExxonMobil acquired 60% working interest, Energean maintains
30%, and HelleniQ Energy the remaining 10%. The transaction was completed post-period end on 11 March 2026 upon receipt
of the government approval and the extension of the license requested by Energean and HelleniQ.
Annual report 2025 |
Energean
249
Relinquished and are in the decommissioning phase:
Group’s
Licence/unit
Fiscal
working
Joint
Country
area
Fields
regime
interest
operation
Operator
UK
Tors
Kilmar (P683)
Concession
68%
Yes
Energean
Garrow
Garrow (P1034)
Concession
68%
Yes
Energean
Wenlock
Concession
80%
Yes
Energean
Italy
Candela
Candela
Concession
40%
Yes
ENI
Capparuccia
Capparuccia
Concession
5%
Yes
ENI
Masseria
Palmori
Concession
45.2%
Yes
GPI
Acquasalsa
Monte
Carassai
Concession
50% and
Yes
ENI
Castellano
67.63%
S. Benedetto
S. Benedetto
Concession
12.5%
Yes
ENI
del Tronto
Tempa
Demma Locantore
Concession
30%
Yes
ENI
rossa
B.C21.AG
Fabrizia /Jole
Concession
49%
Yes
ENI
A.C8.ME
Anemone and Azelea
Concession
19% and
Yes
ENI
15.675%
Energean
250
Annual report 2025 |
Company Statement of Financial Position
Year ended 31 December 2025
   
($’000)
Notes
2025
2024
ASSETS
     
Non-current assets
     
Investment in subsidiaries
3
1,324,185
1,289,585
Property plant and equipment
11
2,798
119
Other intangible assets
 
40
57
Loans and other related party receivables
4
221,630
263,646
Deferred Loan fees
8
952
-
   
1,549,605
1,553,407
Current assets
     
Trade and other receivables
6
50,469
39,312
Derivative financial asset
16
685
-
Cash and cash equivalents
 
3,273
13,328
   
54,427
52,640
Total assets
 
1,604,032
1,606,047
EQUITY AND LIABILITIES
     
Shareholders’ Equity
     
Share capital
9
2,459
2,449
Share premium
9
465,331
465,331
Other reserves
 
(107)
54
Share based payment reserve
 
49,360
42,016
Retained earnings
 
216,174
504,219
   
733,217
1,014,069
Non-current liabilities
     
Other payables
 
57
775
Long term lease liability
12
2,555
-
Borrowings
8
590,231
445,797
   
592,843
446,572
Current Liabilities
     
Trade and other payables
7
103,316
17,406
Short term lease liability
12
113
-
Provisions
15
50,000
-
Borrowings
8
124,543
128,000
Total Current Liabilities
 
277,972
145,406
Annual report 2025 |
Energean
251
($’000)
Notes
2025
2024
Total Liabilities
870,815
591,978
Total equity and liabilities
1,604,032
1,606,047
During the year the Company made a loss of $67.2 million (31 December 2024: profit of $276.4 million).
Approved by Board and authorised for issuance on 18 March 2026:
Matthaios Rigas
Panagiotis Benos
Chief Executive Officer
Chief Financial Officer
Annual report 2025 |
Energean
252
Company Statement of Changes in Equity
Year ended 31 December 2025
Share
based
Share
Share
payment
Other
Retained
Total
Capital
Premium
reserve
Reserves
earnings
equity
($’000)
($’000)
($’000)
($’000)
($’000)
($’000)
At 1 January 2024
2,449
465,331
32,939
-
447,626
948,345
Profit for the year
-
-
-
-
276,374
276,374
Exchange difference on the
-
-
-
54
34
88
translation
of
foreign
operations
Transactions with owners
of the company
Share
based
payment
-
-
9,077
-
9,077
charges
Exercise of employee share
-
-
-
-
-
-
options
Dividend Paid
-
-
-
-
(219,815)
(219,815)
At 31 December 2024
2,449
465,331
42,016
54
504,219
1,014,069
Loss for the year
-
-
-
-
(67,223)
(67,223)
Exchange difference on the
-
-
-
(161)
-
(161)
translation
of
foreign
operations
Transactions with owners
of the company
Share
based
payment
-
-
7,354
-
-
7,354
charges
Exercise of employee share
10
-
(10)
-
-
-
options
Dividend Paid
-
-
-
-
(220,822)
(220,822)
At 31 December 2025
2,459
465,331
49,360
(107)
216,174
733,217
Annual report 2025 |
Energean
253
1
General information
Energean plc (‘the Company') was incorporated in England & Wales on 8 May 2017 as a public company
with limited liability, under the Companies Act 2006. Its registered office is at 44 Baker Street, London
W1U 7AL, United Kingdom at the reporting date. Subsequent to the reporting date, the Company
changed its registered address to One Great Cumberland Place, London, W1H 7AL. The Financial
Statements are presented in US dollars and all values are rounded to the nearest $ thousands ($’000),
except where otherwise stated. Energean plc is the ultimate Parent of the Energean Group.
2
Basis of preparation
The Company meets the definition of a qualifying entity under Financial Reporting Standard 100
(FRS 100) issued by the Financial Reporting Council. The parent company Financial Statements have
therefore been prepared in accordance with United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101
(FRS 101) “Reduced Disclosure Framework” as issued by the Financial Reporting Council. As permitted
by FRS 101, the Company has taken advantage of the following disclosure exemptions under FRS 101:
a.
the requirements of IFRS 7 Financial Instruments: Disclosures;
b.
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement;
c.
the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present
comparative information in respect of paragraph 79(a) (iv) of IAS 1 and (ii) paragraph 73(e) of
IAS 16 Property Plant and Equipment;
d.
the requirements of paragraphs 10(d), 16, 38A to 38D, 111 and 134 to 136 of IAS 1 Presentation
of Financial Statements;
e.
the requirements of paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash
Flows;
f.
the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;
g.
the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payments;
h.
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures;
i.
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions
entered into between two or more members of a group, provided that any subsidiary which is
a party to the transaction is wholly owned by such a member; and
j.
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors.
The Group is within the scope of the Pillar Two Model Rules starting from 1 January 2025. Legislation
implementing these rules has been enacted or substantively enacted in a number of jurisdictions in
which the Group operates. The Group has applied the mandatory temporary exception under IAS 12
from recognising and disclosing deferred taxes related to Pillar Two income taxes.
The Group has performed an assessment of its potential exposure to Pillar Two top-up taxes. Based on
the analysis performed using information currently available, including consideration of transitional
safe harbour provisions where applicable, the Group does not expect a material exposure to arise.
Accordingly, no amount has been recognised in the consolidated financial statements for the year. The
Group will continue to monitor developments in legislation, guidance and the geographic mix of
earnings, which may impact future periods. Where applicable, equivalent disclosures are provided in
the Energean plc consolidated financial statements, which are included in the Annual Report and
available to the public.
The Company has applied the exemption from the requirement to publish a separate income statement
for the parent company set out in section 408 of the Companies Act 2006.
2.1
Going concern
The going concern assessment was perfomed at the Group level and includes considerations of the
Annual report 2025 |
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254
Company’s individual position within the Group. The Directors are satisfied that the assessment is
applicable to the Company and concluded that the preparation of the financial statements on a going
concern basis is appropriate. In making this assessment a number of factors were considered, refer to
note 2.1 of the Energean plc consolidated financial statements. Accordingly, the Directors have a
reasonable expectation that the Company has adequate resources to continue in operational existence
for the foreseeable future and consider it appropriate to adopt the going concern basis in preparing
these financial statements.
2.2
Foreign currencies
The US dollar is the functional currency of the Company. Transactions in foreign currencies are
translated at the rates of exchange ruling at the transaction date. Monetary assets and liabilities
denominated in foreign currencies are translated into US dollars at the rates of exchange ruling at the
balance sheet date, with a corresponding charge or credit to the income statement.
2.3
Investments
Fixed asset investments, representing investments in subsidiaries, are stated at cost and reviewed for
impairment if there are indications that the carrying value may not be recoverable.
2.4
Trade and other receivables
Receivables represent the Company’s right to an amount of consideration that is unconditional (i.e. only
the passage of time is required before payment of the consideration is due). The Company is required
to assess the carrying values of each of the amounts due from subsidiary undertakings, considering the
requirements established by IFRS 9
Financial Instruments
. The IFRS 9 impairment model requires the
recognition of ‘expected credit losses’. If the subsidiary has sufficient liquid assets to repay the loan if
demanded at the reporting date, the expected credit loss is likely to be immaterial. However, if the
subsidiary could not demonstrate the ability to repay the loan, if demanded at the reporting date, the
Company calculated an expected credit loss.
2.5
Trade and other payables
Trade and other payables are carried at amortised cost. They represent liabilities for goods and
services provided to the Company prior to the end of the financial year that are unpaid and arise when
the Company becomes obligated to make future payments in respect of the purchase of those goods
and services.
2.6
Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at
amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities
are derecognised, modified and through the EIR amortisation process.
Amortised cost is calculated by
taking into account any discount or premium on acquisition and fees or costs that are an integral part
of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss.
2.7
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank, demand and time deposits and other short-term
highly liquid investments with a maturity of less than 3 months that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.
2.8
Capital management
The Company defines capital as the total equity of the Company. Capital is managed in order to
provide returns for shareholders and benefits to stakeholders and to safeguard the Company’s ability
to continue as a going concern. The Company is not subject to any externally imposed capital
requirements. To maintain or adjust the capital structure, the Company may adjust the dividend
payment to shareholders, return capital, issue new shares for cash, repay debt, and put in place new
debt facilities.
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2.9
Leasing
The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. The determination of whether an arrangement is, or contains, a lease is based on the
substance of the arrangement at the date of inception. The arrangement is assessed to determine
whether fulfilment is dependent on the use of a specific asset (or assets) and the arrangement conveys
a right to use the asset (or assets), even if that asset is (or those assets are) not explicitly specified in an
arrangement. The Company is not a lessor in any transactions, it is only a lessee.
The Company applies a single recognition and measurement approach for all leases, except for short-
term leases and leases of low-value assets. The Company recognises lease liabilities to make lease
payments and right-of-use assets representing the right to use the underlying assets.
2.9.1
Right-of-use assets
The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated
depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost
of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred,
and lease payments made at or before the commencement date less any lease incentives received.
Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the
estimated useful lives of the assets, as follows:
Property leases:
3-10 years
If ownership of the leased asset transfers to the Company at the end of the lease term or the cost
reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of
the asset. The right-of-use assets are also subject to impairment.
2.9.2
Lease liabilities
At the commencement date of the lease, the Company recognises lease liabilities measured at the
present value of lease payments to be made over the lease term. The lease payments include fixed
payments (including in substance fixed payments) less any lease incentives receivable, variable lease
payments that depend on an index or a rate, and amounts expected to be paid under residual value
guarantees. The lease payments also include the exercise price of a purchase option reasonably certain
to be exercised by the Company and payments of penalties for terminating the lease, if the lease term
reflects the Company exercising the option to terminate. In calculating the present value of lease
payments, the Company uses its incremental borrowing rate at the lease commencement date if the
interest rate implicit in the lease is not readily determinable. After the commencement date, the
amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease
payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a
modification, a change in the lease term, a change in the lease payments (e.g., changes to future
payments resulting from a change in an index or rate used to determine such lease payments) or a
change in the assessment of an option to purchase the underlying asset.
2.10
Share-based payments
The Company has share-based awards that are equity-settled as defined by IFRS 2. The cost of equity-
settled transactions is determined by the fair value at the date when the grant is made using an
appropriate valuation model.That cost is recognised in employee remuneration expense together with
a corresponding increase in equity (share-based payment reserve), over the period in which the service
and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative
expense recognised for equity-settled transactions at each reporting date until the vesting date
reflects the extent to which the vesting period has expired and the Group’s best estimate of the number
of equity instruments that will ultimately vest. The expense or credit in the income statement for a
period represents the movement in cumulative expense recognised as at the beginning and end of that
period.
Annual report 2025 |
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256
Service and non-market performance conditions are not taken into account when determining the
grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the
Group’s best estimate of the number of equity instruments that will ultimately vest. Market
performance conditions are reflected within the grant date fair value. Any other conditions attached
to an award, but without an associated service requirement, are considered to be non-vesting
conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate
expensing of an award unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance
and/or service conditions have not been met. Where awards include a market or non-vesting condition,
the transactions are treated as vested irrespective of whether the market or non-vesting condition is
satisfied, provided that all other performance and/or service conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense recognised is the grant
date fair value of the unmodified award, provided the original vesting terms of the award are met. An
additional expense, measured as at the date of modification, is recognised for any modification that
increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the
employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of
the fair value of the award is expensed immediately through profit or loss.
2.11
Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result
of a past event, it is probable that an outflow of resources will be required to settle the obligation, and
a reliable estimate can be made of the amount. Provisions are measured at the best estimate of the
expenditure required to settle the obligation at the reporting date and are discounted to present value
when the effect of the time value is material. Further detail is provided in the note 3.18 to the Energean
plc consolidated financial statements.
2.12
Critical accounting judgements and key sources of estimation uncertainty
The preparation of these management financial statements requires management to exercise its
judgement in applying its accounting policies. Management considered the recoverability of
investments in subsidiaries to determine if there were any indicators of impairment. Following the
decision to exit Morocco, the Company assessed the recoverability of the investment to Energean
Morocco Limited in 2025 and concluded on a full impairment of the investment of $53.0m resulting in a
net charge of $33.2 million after reversing the credit losses of $19.8m as discussed in note 4.
In addition management performed an impairment assessment of its investment in Energean UK
Limited. The recoverable amount of the investment was estimated with reference to the value in use of
the underlying operations of the subsidiary, based on forecast cash flows and appropriate discount
rates. As a result of the assessment the Company recognised an impairment loss of $49.9 million during
the reporting period, refer to note 4 for further detail.
3
Investments in subsidiaries
The following table shows the movement in the investment in subsidiaries during the year
($’000)
At 1 January 2025
1,289,585
Additions
137,500
Impairment
(102,900)
At 31 December 2025
1,324,185
As of 31 December 2025, the company held investments in subsidiaries amounting to $1,324.2 million (31
December 2024: $1,289.6 million). The principal activity of the majority of these companies relates to
oil and gas exploration, development and production.
Annual report 2025 |
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257
Additions mainly relate to the share capital increase in Energean UK Limited ($62.2 million) the
capitalisation of the loan provided to Energean Morocco Limited ($56.2 million).
The investment in Energean Morocco Limited
has been fully impaired during the reporting period in the
light of the decision to exit Morocco and a sale of Energean Morocco Limited to Chariot Limited which
completed on 13 May 2025.
During the year, the Company recognised an impairment loss of $49.9 million in respect of its
investment in Energean UK Limited. The impairment was recognised following the assessment of the
recoverable amount of the investment in accordance with IAS 36. The recoverable amount of the
investment of $12.3 million was determined with reference to the value in use of the underlying cash-
generating unit (Sally CGU) with the Energean Group, consistent with the impairment testing
performed for the Energean plc consolidated financial statements.
The key assumptions used in
determining the recoverable amount are consistent with those disclosed in note 13 to the Group
consolidated financial statements.
In addition, the Company also invested $20.8 million in Energean E&P Holdings, $0.8 million in EnEarth
Limited, and $0.6m in Energean Exploration.
A complete list of Energean plc Group companies on 31 December 2025, and the Company’s
percentage of share capital are set out in the note 32 to the consolidated financial statements.
4
Loans and other related party receivables, non-current
($'000)
2025
2024
Loans to subsidiaries
220,391
262,566
Receivables from share-
based plan to subsidiary
1,239
1,080
undertakings
Total
221,630
263,646
On 31 December 2025 the Company has a loan receivable amounting to $220.4 million (31 December
2024: $262.6 million) from Energean Capital Limited, a subsidiary. This loan carries a fixed interest rate
of 5.5% per annum and is set to mature on 18 May 2027.
In 2025, the Company extended an additional loan of $33 million to Energean Morocco. On 12 May
2025, the Company fully capitalised loans totalling $56.2 million as part of the investment in subsidiary
balance that had been issued to Energean Morocco Limited during 2024–2025. The decision to
capitalise the loan resulted in the reversal of a $19.8 million expected credit loss provision recognized in
2024, leaving a net impairment charge of $33.2 million, as reflected in the income statement.
5
Equity
Share capital represents the nominal value of ordinary shares issued at £0.01 each. Each carries the
right to one vote at the general meetings of the Company.
Share premium represents the excess of consideration received over the nominal value of shares
issued.
Other reserves comprise cumulative exchange differences arising on translation of the Company’s
foreign currency monetary items from a foreign operation (branch).
Share – based payment reserves represent the cumulative charge recognised under IFRS 2 in respect
of equity settled share -based payment arrangements granted to employees of the Company and its
subsidiaries, net of amounts transferred to retained earnings on exercise or lapse of awards.
Dividends
In 2024, the company declared and paid dividends of 30 US cents per ordinary share on these dates:
Annual report 2025 |
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258
For the Q4 2023 operating period, dividends were declared on 22 February 2024 and paid on 29
March 2024.
For the Q1 2024 operating period, dividends were declared on 23 May 2024 and paid on 28 June
2024.
For the Q2 2024 operating period, dividends were declared on 11 September 2024 and paid on
30 September 2024.
For the Q3 2024 operating period, dividends were declared on 28 November 2024 and paid on
30 December 2024.
In 2025, the company declared and paid dividends of 30 US cents per ordinary share on these dates:
For the Q4 2024 operating period, dividends were declared on 27 February 2025 and paid on 31
March 2025.
For the Q1 2025 operating period, dividends were declared on 22 May 2025 and paid on 30 June
2025.
For the Q2 2025 operating period, dividends were declared on 11 September 2025 and paid on
30 September 2025.
For the Q3 2025 operating period, dividends were declared on 26 November 2025 and paid on
29 December 2025.
Cents per share
($’000)
2025
2024
2025
2024
Dividends declared and paid in
cash
March
30
30
54,991
54,844
June
30
30
55,277
54,990
September
30
30
55,277
54,990
December
30
30
55,277
54,991
Total
120
120
220,822
219,815
At 31 December 2025 the Company’s distributable reserves are determined by reference to its retained
earnings after taking into account amounts not available for distribution under the Companies Act
2006. These include the share capital and share premium reserves, and share based payment reserve.
Subsequent dividends received from subsidiaries increased the level of distributable reserves available
for distribution.
Annual report 2025 |
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259
6
Trade and other receivables
($’000)
2025
2024
Financial items
Due from subsidiary undertakings
18,533
17,170
Short term loans and interest receivable due from
30,382
21,810
subsidiaries
Refundable VAT
1,138
35
50,053
39,015
Non-financial items
Deposits and prepayments
416
297
Total trade and other receivables
50,469
39,312
Short-term loans due from subsidiaries increased due to interest income receivable from Energean
Capital Limited.
On 31 December 2025 no expected credit loss allowances (31 December 2024: $ 19.8 million) were
recognised in respect of the recoverability of amounts due from subsidiary undertakings (see note 4).
The amounts due from short term loans and interest receivable include $21.4 million interest receivable
on the related party loans (31 December 2024: $7.9 million).
The remaining amounts due from subsidiaries accrue no interest and relate to intragroup recharges for
subsidiaries’ employees share-based payments and management services provided by the Company
to its subsidiaries under a Master Intercompany Services Agreement.
7
Trade and other payables
($'000)
2025
2024
Staff costs accrued
4,616
3,105
Trade payables
3,207
518
Due to subsidiary undertakings
3,425
1,119
Short term loan due to subsidiaries
81,164
-
Finance costs accrued
7,318
9,173
Accrued expenses
3,122
3,196
Income taxes
175
68
Social insurance and other taxes
224
177
Other creditors
65
50
Total trade and other payables
103,316
17,406
The amounts are unsecured and are usually paid within 30 days of recognition.
Short term loan due to subsidiaries consists the cash management facility balance. The accrued finance
cost pertains to accrued coupon payments under the Senior Secured Notes payable semi-annually in
April and October.
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260
8
Borrowings
($’000)
2025
2024
Non-current
Senior Secured notes $ 450 million
-
445,797
Senior Secured notes € 400 million
459,664
-
Revolving credit line facility
130,567
-
Carrying value of non-current borrowings
590,231
445,797
Current
Revolving credit line facility
-
128,000
Other borrowings
124,543
-
Carrying value of current borrowings
124,543
128,000
On 18 November 2021, the Company completed the issuance of senior secured notes totalling $450
million in aggregate principal amount. These notes, were due to mature in 2027, carried a fixed interest
rate of 6.5%. On 11 November 2025, the Company repaid the $450 million
senior secured notes using
the proceeds from the € 400 million bond issued on 11 November 2025, maturing in May 2031, carrying
a fixed annual interest rate of 5.625%. The notes were admitted to the trading on the Euronext Dublin.
On 8 September 2022, the Company secured a three-year, $275 million multicurrency revolving credit
facility (“
RCF
”) with a syndicate of four banks, spearheaded by ING Bank N.V. In May 2023, this facility's
limit was increased to $300 million. In March 2025, the Group extended its $300 million RCF until
September 2028. The RCF is designed to provide additional liquidity for general corporate needs as
necessary. The interest rate applied to any amounts drawn as loans is set at 5% plus the SOFR rate. In
relation to the RCF financing arrangement, deferred loan fees of $1.0 million have been capitalised in
the balance sheet. Refer to the note 21 of the consolidated financial statements for further detail.
On 29 April 2025, the company signed a $ 125 million unsecured facility agreement with a third party.
The interest rate applied is set at 3.95% plus SOFR rate. In 2025, the Company drew $125 million in full
at an interest rate of 8.24%. In March 2026 the loan was amended by the parties, extending its maturity
to 15 March 2027, with an option exercisable at the Company’s discretion to extend to 15 September
2027. The amendment resulted in the loan being reclassified to non-current borrowings in 2026.
Annual report 2025 |
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261
9
Share capital
Equity share capital
allotted and fully paid
Share capital
Share premium
Number
($’000)
($’000)
Authorised
At 1 January 2024
183,480,959
2,449
465,331
Issued during the period
- Employee share schemes
-
-
-
At 31 December 2024
183,480,959
2,449
465,331
Issued during the period
- Employee share schemes
800,000
10
-
At 31 December 2025
184,280,959
2,459
465,331
As at 31 December 2025, the Company’s issued share capital consisted of 184,280,959 ordinary shares
of £0.01 each. The Company has only one class of share, which carries no right to fixed income. Each
share carries the right to one vote at General Meetings of the Company.
10
Staff costs
($’000)
2025
2024
Salaries
148
9,865
8,135
Social insurance costs and other funds
1,721
1,322
Share-based payments
3,446
6,019
Pension contribution & insurance
186
138
Total Staff Costs
15,218
15,614
148
Including directors’ remuneration
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262
11
Property, plant and equipment
($'000)
Leased assets
Other fixed assets
Total
COST
At 1 January 24
-
92
92
Additions
-
221
221
Disposal of assets
-
(161)
(161)
At 31 December 2024
-
152
152
Additions
2,557
232
2,789
At 31 December 2025
2,557
384
2,941
ACCUMULATED DEPRECIATION
At 1 January 2024
-
59
59
Charge for the year
-
20
20
Disposal of assets
-
(46)
(46)
At 31 December 2024
-
33
33
Charge for the year
84
25
109
NET BOOK VALUE
At 31 December 2025
2,473
325
2,798
At 31 December 2024
-
119
119
On 11 November 2025, Energean Plc entered into a new office lease agreement with a contractual term
of 10 years, including a break option exercisable at the fifth anniversary of the commencement date.
In determining the lease term in accordance with IFRS 16, management assessed whether it is
reasonably certain that the break option will not be exercised. Based on the information available at
the reporting date, the lease term for accounting purposes reflects a 5-year period up to the first break
date.
12
Lease maturity analysis
Contractual undiscounted cash flows
($’000)
2025
3 months of less
-
3-12 months
343
1-2 years
839
2-5 years
2,914
Total undiscounted cash flows
4,096
Total lease liabilities
2,668
Current
113
Non-current
2,555
The lease liability was initially measured at the present value of lease payments discounted using the
Company’s incremental borrowing rate of 7.43%.
Annual report 2025 |
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263
The Group previously occupied office space at Accurist House, London, under a lease held by another
Energean Group entity. That lease expires in March 2026.
13
Share-based payment
Energean Long Term Incentive Plan (LTIP)
Under the LTIP, senior management can be granted nil exercise price options, normally at the end of a
period of at least three years following grant and normally have a holding period taking the time
horizon to no earlier than five years following grant. The size of awards depends on both annual
performance measures and Total Shareholder Return (“
TSR
”) over a period of up to three years. There
are no other post-grant performance conditions.
No dividends are paid over the vesting period; however, Energean’s Board may decide at any time prior
to the issue or transfer of the shares in respect of which an award is released that the participant will
receive an amount (in cash and/or additional Shares) equal in value to any dividends that would have
been paid on those shares on such terms and over such period (ending no later than the release date)
as the Board may determine. This amount may assume the reinvestment of dividends (on such basis as
the Board may determine) and may exclude or include special dividends.
The weighted average remaining contractual life for LTIP awards outstanding at 31 December 2025
was 1.1 years (2024: 1.1 years), number of shares outstanding 2,115,079 and weighted average price at
grant date £9.98 (or $13.43).
There are further details of the LTIP in the Remuneration Committee Report section of the Annual
Report and note 26 to the Energean plc consolidated financial statements.
Deferred Share Bonus Plan (DSBP)
Under the DSBP, the portion of any annual bonus above 30 per cent of the base salary of a Senior
Executive nominated by the Remuneration Committee is deferred into shares.
Deferred awards are usually granted in the form of conditional share awards or nil-cost options (or,
exceptionally, as cash-settled equivalents). Deferred awards usually vest two years after award
although may vest early on leaving employment or on a change of control.
The weighted average remaining contractual life for DSBP awards outstanding at 31 December 2025
was 0.7 years (2024: 0.7 years), number of shares outstanding 284,686 and weighted price at grant
date £9.43 (or $12.69).
There are further details refer to note 26 to the Energean plc consolidated financial statements.
14
Related party transactions
The Company’s subsidiaries at 31 December 2024 and the Group’s percentage of share capital are set
out are in note 32 of the Group financial statements. The following table provides the Company’s
balances which are outstanding with subsidiary companies at the balance sheet date:
The amounts outstanding are unsecured and will be settled in cash.
Annual report 2025 |
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264
   
($’000)
2025
2024
Loans to subsidiaries (refer to notes 4 and 6)
250,774
276,476
Receivables
from
share-
based
plans
to
subsidiary
6,864
1,080
undertakings
   
Trade and other receivables (refer to notes 4 and 6)
12,907
25,071
Total amounts receivable from subsidiary undertakings
270,545
302,627
Loans from subsidiaries
81,164
-
Amounts payable to subsidiary undertakings
3,425
1,119
Total amounts outstanding
185,956
301,508
15
Provisions
On 19 June 2024, the Company entered into a binding sale and purchase agreement (“
SPA
”) in relation
to the proposed disposal of certain assets in Egypt, Italy and Croatia. The transaction was subject to
regulatory approvals which were not obtained by the longstop date. Accordingly, the SPA was
terminated on 21 March 2025.
Subsequently, the Company received $50 million under the letter of credit in respect of the non-
completion payment, which has been fully provided for. Further details are included in note 23 to the
consolidated financial statements.
16
Derivative financial instruments
During the year, the Company entered into derivative contracts on behalf of a subsidiary in order to
hedge forecast commodity sales of that subsidiary.
The derivative is recognised at fair value in the
Company’s statement of financial position in accordance with IFRS 9. Under an intercompany
agreement, all fair value movements and settlement amounts are contractually passed through to the
subsidiary. Accordingly, the Company does not retain the economic exposure and there was no net
impact on profit or loss for the year.
The fair value of the derivative asset at 31 December 2025 was $0.7 million.
17
Directors’ Remuneration
Directors’ remuneration has been provided in the remuneration report within the Annual Report. Please
refer to pages 125 to 142 of the Annual Report.
18
Auditor’s Remuneration
Auditors’ remuneration has been provided in the Energean plc Group financial statements. Please refer
to note 7 of the Group financial statements, included in the Annual Report, for details of the
remuneration of the company’s auditor on a group basis.
19
Subsequent Events
Following the reporting date, the Company repaid $80 million under its revolving credit facility and
settled $66 million of borrowings due to Energean E&P Holdings. In addition, the Company received
$105 million in dividends from Energean E&P Holdings in the first two months of 2026.
In March 2026, the Company extended its $125 million unsecured Facility agreement, by extending its
maturity to 15 March 2027, with an option exercisable at the Company’s discretion to extend to 15
September 2027.
Annual report 2025 |
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265
Other Information
2025 Report on Payments to Governments
Basis of preparation
This Report provides a consolidated overview of the payments to governments made by Energean plc
and its subsidiary undertakings (“
Energean
”) for the full year 2025 as required under the Report on
Payments to Governments Regulations 2014 (2014/3209), as amended in December 2015 (2015/1928),
(the “
Regulations
”) and DTR 4.3A of the Financial Conduct Authority's Disclosure and Transparency
Rules.
This Report is available for download from
www.energean.com
.
Activities
Payments made to governments that relate to Energean’s activities involving the exploration,
development, and production of oil and gas reserves (“Extractive Activities”) are included in this
disclosure. Payments made to governments that relate to activities other than Extractive Activities are
not included in this report as they are not within the scope of the Regulations.
Government
Under the Regulations, a government is defined as any national, regional or local authority of a country
and includes a department, agency or undertaking that is a subsidiary undertaking controlled by such
an authority. All of the payments included in this disclosure have been made to national governments,
either directly or through a ministry or department of the national government, with the exception of
Greek payments in respect of production royalties and licence fees, which are paid to Hellenic
Hydrocarbons and Energy Resources Management Company (HEREMA).
Project
Payments are reported at project level with the exception that payments that are not attributable to a
specific project are reported at the entity level. A “Project” is defined as operational activities which
are governed by a single contract, licence, lease, concession or similar legal agreement, and form the
basis for payment liabilities with a government. If such agreements are substantially interconnected,
those agreements are to be treated as a single project.
“Substantially interconnected” means forming a set of operationally and geographically integrated
contracts, licences, leases or concessions or related agreements with substantially similar terms that
are signed with a government giving rise to payment liabilities. Such agreements can be governed by a
single contract, joint venture, production sharing agreement, or other overarching legal agreement.
Indicators of integration include, but are not limited to, geographic proximity, the use of shared
infrastructure and common operational management.
Payments
The information is reported under the following payment types.
Production entitlements
Under production-sharing agreements (“
PSAs
”), production is shared between the host government
and the other parties to the PSA. The host government typically receives its share or entitlement in kind
rather than being paid in cash.
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266
Taxes
Taxes are paid by Energean on its income, profits or production and are reported net of refunds.
Consumption taxes, personal income taxes, sales taxes, property and environmental taxes are
excluded.
Royalties
Royalties are payments for the rights to extract oil and gas resources, typically at a set percentage of
revenue less any allowable deductions.
Dividends
Dividends, in this context, are dividend payments other than those paid to a government as an ordinary
shareholder of an entity on the same terms as to other ordinary shareholders, unless paid in lieu of
production entitlements or royalties. For the year ended 31 December 2025, there were no reportable
dividend payments to a government.
Bonuses
Bonuses are usually paid upon signature of an agreement or a contract, declaration of a commercial
discovery, commencement of production or achievement of a specified milestone. For the year ended
31 December 2025, there were no reportable bonuses payments to a government.
Fees
Fees and other sums are paid as consideration for the acquisition of a licence that enables access to an
area for the purposes of performing Extractive Activities. Administrative government fees that are not
specifically related to Extractive Activities, or to access extractive resources, are excluded, as are
payments made in return for services provided by a government.
Infrastructure improvements
Infrastructure improvements payments relate to the construction of infrastructure (road, bridge or rail)
that are not substantially dedicated for the use of extractive activities. Payments that are of a social
investment in nature, for example building of a school or hospital, are excluded. For the year ended 31
December 2025, there were no reportable payments for infrastructure improvements.
Cash basis
Payments are reported on a cash basis, meaning that they are reported in the period in which they are
paid, as opposed to being reported on an accruals basis (which would mean that they were reported in
the period for which the liabilities arise).
Materiality level
For each payment type, total payments below $113,427 to a government are excluded from this report.
Exchange rate
All payments have been reported in US dollars. Payments made in currencies other than US dollars are
typically translated at the average exchange rate of the year under consideration.
Payments overview
The table below shows the relevant payments to governments made by Energean in the year ended 31
December 2025 shown by country and payment type.
Of the seven payment types that the UK regulations require disclosure of, Energean did not make any
payments in respect of production entitlements, bonuses, dividends or infrastructure improvements,
therefore, those categories are not shown in the tables.
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267
Income
taxes
Royalties
Fees
Total
Country
$m
$m
$m
$m
Egypt
34.83
149
-
0.25
35.08
Greece
-
-
0.39
0.39
Israel
159.03
128.45
1.89
289.37
Italy
4.25
17.72
3.58
25.55
TOTAL
198.11
146.17
6.11
350.39
Payments by project
Income
taxes
Royalties
Fees
Total
Payments by Project
$m
$m
$m
$m
Egypt - Abu Qir
34.83
-
0.10
34.93
Egypt - North El Amriya / North Idku
-
-
0.05
0.05
Egypt - EBEN
-
-
0.10
0.10
EGYPTIAN GOVERNMENT REPORT
34.83
-
0.25
35.08
Greece – Prinos
-
-
0.04
0.04
Greece – Exploration
-
-
0.35
0.35
GREEK GOVERNMENT REPORT
-
-
0.39
0.39
Israel - Karish/Tanin leases
159.03
128.45
0.12
287.60
Israel - Exploration assets
-
-
0.28
0.28
Israel - Katlan
-
-
0.09
0.09
Israel - Corporate
-
-
1.40
1.40
ISRAELI GOVERNMENT REPORT
159.03
128.45
1.89
289.37
Italy - A.C 16.AG
-
-
0.17
0.17
Italy - B.C 10.AS
-
-
0.21
0.21
Italy - B.C 13.AS
-
2.92
0.45
3.37
Italy - B.C 14.AS
-
2.00
0.19
2.19
Italy - B.C1.LF
-
-
0.12
0.12
149
Our Egyptian assets are operated under PSAs, which set out the terms of the activities, including the applicable tax laws and
regulations. Under the Abu Qir PSA, Energean is entitled to the net production from the asset, which forms the basis for the
calculation and reporting of its payments to the Egyptian Government. Taxes include in-kind volumes due by Energean to the
Egyptian Tax Authorities under the PSAs, which provide that the tax obligations of the company are settled by the Egyptian
General Petroleum Corporation (EGPC) out of its share of profit oil. The monetary value of those payments is determined using
the same method as per production entitlements. The corporate income taxes paid in 2025, were settled by EGPC on
Energean’s behalf out of production entitlement (payment in kind), in accordance with the terms of our PSAs. The terms of our
PSAs provide that corporate income taxes are paid in the year following that to which they relate. Accordingly, 2025 payment
relates to 2024 taxable profits.
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268
Income
taxes
Royalties
Fees
Total
Payments by Project
$m
$m
$m
$m
Italy - B.C7.LF
-
1.48
0.27
1.75
Italy - B.C8.LF
-
4.53
0.46
4.99
Italy - C.C6.EO
-
3.17
0.11
3.28
Italy - G.C 1.AG
-
1.27
0.11
1.38
Italy - Comiso II
-
0.36
-
0.36
Italy - Garaguso
-
0.77
0.10
0.87
Italy - Massignano
-
-
0.12
0.12
Italy - Montignano
-
-
0.13
0.13
Italy – Colle Di Lauro
-
0.24
0.06
0.30
Italy - Other
-
0.99
1.08
2.07
Italy - Corporate
4.25
-
-
4.25
ITALIAN GOVERNMENT REPORT
4.25
17.72
3.58
25.55
TOTAL
198.11
146.17
6.11
350.39
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269
Glossary
CO2 – Carbon dioxide
CO2e – Carbon dioxide equivalent
SO2 – Sulphur dioxide
NOx – Nitrogen oxides
GBP or £ – Pound sterling
USD or $ – US dollar
EUR or €- Euro
A
ACQ – Annual Contract Quantity
AGM – Annual General Meeting
B
bbl – Barrel
Bcf – Billion cubic feet
bcm – Billion cubic metres
boe – Barrels of oil equivalent
boe/d – Barrels of oil equivalent per day
bop/d – Barrels of oil per day
C
Capex – Capital expenditure
CEO – Chief Executive Officer
CFO – Chief Financial Officer
COO – Chief Operating Officer
CMAPP – Corporate Major Accident Prevention Policy
CNG – Compressed natural gas
CPR – Competent Person’s Report
CSR – Corporate Social Responsibility
E
E&P – Exploration and production
EBITDAX – Earnings before interest, tax, depreciation, amortisation and exploration expenses
EBRD – European Bank for Reconstruction and Development
EOR – Enhanced Oil Recovery
EPCIC – Engineering, Procurement, Construction, Installation and Commissioning
EURIBOR – The Euro Interbank Offered Rate
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F
FAR – Fatal Accident Rate – number of fatalities per 100 million hours worked
FDP – Field Development Plan
FEED – Front-end Engineering and Design
FID – Final Investment Decision
FPSO – Floating Production Storage and Offloading vessel
FRC – Financial Reporting Council
FRS – Financial Reporting Standard
G
G&A – General and Administrative
GSPA – Gas Sale and Purchase Agreement
GSP – GSP Offshore S.R.L.
H
H&S – Health and Safety
HMRC – HM Revenue and Customs
HSE – Health, Safety and Environment
I
IAS – International Accounting Standard
IASB – International Accounting Standards Board
IBOR – Interbank Offered Rate
IFRS – International Financial Reporting Standard
INGL – Israel Natural Gas Lines Ltd.
IPO – Initial Public Offering
IPP – Independent Power Producers
IR – Investor Relations
J
JOA – Joint Operating Agreement
JV – Joint Venture
K
Kboe/d – Thousands of barrels of oil equivalent per day
km – Kilometres
KPI – Key Performance Indicator
L
LSE – London Stock Exchange
LTI – Lost Time Injury
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271
LTIF – Lost Time Injury Frequency
M
M3 – Cubic metre
MN – Million
MMbbls – Million barrels
MMbo – Million barrels of oil
MMboe – Million barrels of oil equivalents
MMbtu – Million British Thermal Units
MMscf – Million standard cubic feet
MMscf/day or MMscf/d – Million standard cubic feet per day
MMtoe – Million tonnes of oil equivalent
MoU – Memorandum of Understanding
N
NGO – Non-Governmental Organisation
NPV – Net Present Value
NSAI – Netherland, Sewell & Associates, Inc.
O
Opex – Operating expenses
P
PP&E – Property, plant and equipment
R
2P reserves – Proven and probable reserves
RBL – Reserve Based Lending
2C resources – Contingent resources
S
Sq km or km2 – Square kilometres
T
Tcf – Trillion cubic feet
TRIR – Total Recordable Injury Rate
TASE – Tel Aviv Stock Exchange
W
WI – Working interest
NOTES
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272
COMPANY INFORMATION
Registered office
Energean plc
One Great Cumberland Place
London W1H 7AL
United Kingdom
Tel: +44 203 655 7200
Corporate brokers
Morgan Stanley
25 Cabot Square
Canary Wharf
London
E14 4QA
Stifel Nicolaus Europe
150 Cheapside
London
EC2V 6ET
Peel Hunt
7th Floor
100 Liverpool Street
London
EC2M 2AT
Auditor
Ernst & Young LLP
1 More London Place
London
SE1 2AF
Legal adviser
White & Case LLP
5 Old Broad Street
London
EC2N 1DW
Financial PR adviser
FTI Consulting LLP
200 Aldersgate
Aldersgate St
London
EC1A 4HD
Registrar
Computershare Investor Services plc
The Pavilions, Bridgwater Road
Bristol
BS13 8AE
Financial calendar
May 2026: Annual General Meeting
CBP030333
Designed and produced by
TEAM LEWIS
www.teamlewis.com/uk
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
OTHER INFORMATION
Energean plc
One Great Cumberland Place
London W1H 7AL
United Kingdom
Tel: +44 203 655 7200
www.energean.com