A socially responsible contributor
to the global energy mix
Annual Report
2025
genelenergy.com
Strategic report
1 Foreword
2 Genel at a glance
4 Chief Executive Officer’s statement
6 Key performance indicators
8 Financial review
12 Operating review
14 Our business model and strategy
16 Risk management and principal risks
23 Viability statement
24 Stakeholder engagement
Sustainability
26 Chief Executive Officer’s message
27 Sustainability highlights
28 Materiality and strategy
30 Environmental responsibility
35 Managing the natural environment
37 TCFD disclosures
43 Social responsibility
53 Responsible governance
56 Reference tables
Governance
58 Chair’s statement on corporate governance
62 Governance statements
63 Board of Directors
67 Board leadership and Company purpose
70 Division of responsibilities
71 Composition, succession, and evaluation
73 Reserves Committee
74 Nomination Committee
76 Audit Committee
80 Remuneration Committee
96 Other statutory and regulatory information
99 Statement of Directors’ responsibilities
Financial statements
100 Independent auditor’s report
108 Financial statements and notes
Other information
135 Glossary of technical terms
136 Shareholder information
Contents
Foreword
Welcome to the Company’s fourteenth Annual Report and my first since being appointed to the
role of Chair on 9 February of this year. I am excited to be joining at a time when the Company is
well-positioned to make transformational progress in the year ahead.
The Company enjoys resilient and reliable cash generation from the world-class Tawke asset.
Its free cash flow is substantial even when selling domestically, and we continue to work towards
accessing exports on the right terms and with the appropriate levels of confidence in the process.
The Company has significant cash and has clear intent to put this to work both through the value
accretive acquisition of new assets, and through investment in its existing production, appraisal,
and exploration assets.
The past year and the start of 2026 has required balancing progress of our strategic objectives
with protecting long-term value for shareholders, and as a result, tangible headway on these
objectives has been slower than we would have liked. Where meaningful progress has been
made though, is through significant improvements to the resilience of the business, and through
reshaping our portfolio: we finalised the efficient exit from four unprofitable licences in three
different countries, and secured new country entry into Oman.
Diversification of our cash generation and the restart of exports in Kurdistan remain our key
priorities. What has become clear to me during my short time with Genel is that our dedicated
workforce remains steadfast in pursuit of these priorities, giving the Company the best chance
of success.
Patrick Allman-Ward
Chair
Resilient, cash generative platform
Positioned for growth
17,520
bopd
WI Production
~$4
/bbl
Operating Costs
14.4
kgCO
2
e/bbl
Carbon Intensity
Zero
LTIs
Safety
64
MMbbls
Net 2P Reserves
$224
million
Cash
$134
million
Net Cash
$43
million
EBITDAX
Genel Energy Annual Report 2025 1
Genel at a glance
Genel Energy is a socially responsible oil producer with production
assets in the Kurdistan Region of Iraq and exploration licences in
Oman and Somaliland. Our plans for delivery of shareholder value
are underpinned by our corporate values and are driven by our
strategic goals.
Genel’s strategy comprises three objectives designed to build a
business with resilient and diversified cash flows that delivers
sustainable value to shareholders, and with the aim of restarting the
payment of a regular dividend.
STRONG
BALANCE SHEET
RESILIENT
CASH GENERATION
INVESTMENT IN
NEW CASH FLOWS
Significant cash balance,
appropriate leverage, with
strategic objectives funded
Significant 2P reserves,
predictable and resilient
production, with safe
and efficient operational
performance
Well-established and
effective process for deal
origination and evaluation
of production, or near to
production, cash generative
assets with value upside
Our values
p
rovide the
foundation to the way
we con
d
uc
t
our
b
usiness,
both through our
decision making and the
d
e
l
ivery of our s
t
ra
t
egic
objectives
.
2 Genel Energy Annual Report 2025
TAWKE |
Working interest 25%
BLOCK54 |
Working interest 40%
London
Istanbul
Somaliland
Kurdistan
Region of Iraq
Oman
Strategic report Governance Financial statements Other information
Where we do it
Key
Corporate offices
Licences
SL10B13 |
Working interest 51%
Genel Energy Annual Report 2025 3
Chief Executive Officer’s statement
Our reliable production and cash generation
provides the platform to realise our strategic ambitions
We entered 2025 having established the
necessary building blocks to transform the
value delivery prospects of this business.
The three key pillars at the centre of our
strategy are:
— Maintaining the resilience of our business,
by being as efficient as possible and by
carefully managing risk
— Getting the most value from our
existing portfolio, primarily by accessing
international exports for our production
and by investing wisely in our current
assets, and finally
— Diversifying our cash generation, by
acquiring new assets
The resilience of our business has been improved. Our cash
generation from the Tawke PSC has been predictable and
resilient. There has been successful optimisation of spend and
strong operational performance, resulting in production levels
being maintained despite no new wells adding to production in
the year and very low annual spend. Towards the end of the year,
drilling recommenced for the first time since the pipeline shut in
March 2023 and we are excited about the potential for additions
to both production and reserves that can be unlocked by an
appropriate work programme over the next year.
Towards the end of 2025, a number of Kurdistan IOCs
commenced exports under a new interim arrangement with the
Federal Government of Iraq (‘FGI’) and the Kurdistan Regional
Government (‘KRG’). We see this as significant progress and,
although we continue to sell domestically, we keep our position
regarding exporting oil under review. In the meantime, the
cash we generate immediately from local sales helps maintain
our balance sheet strength and fund the resumption of drilling
activity on the licence.
We have successfully continued our process to exit legacy assets
and financial obligations that would not contribute to delivering
value for our shareholders. On Taq Taq, Sarta and Qara Dagh,
we have now concluded our exit from these licences with no
incremental cost. We have also exited the Lagzira licence in
Morocco and the Odewayne licence in Somaliland. These exits
have removed non-productive spend and we retain no liability
exposure going forward.
From a balance sheet point of view, we issued a new 5-year bond
in April, replacing the previous bond that was due to mature
in October 2025. We now have a production business that
generates double digit free cash flow from domestic sales and
a significant cash balance that de-risks funding for fulfilment of
our strategic objectives.
With regard to acquiring new assets, we have been very active
this year originating, developing, and bidding on opportunities.
We will continue to remain active and disciplined to ensure that
we invest our cash only on assets that offer the appropriate
resilience and production potential, and at a level that will be
value accretive.
The Company continues to progress towards building a business
that maintains a strong balance sheet and delivers resilient,
reliable, repeatable, and diversified cash flows that support a
dividend programme.
The Company’s objectives for the year on the path to building
that business include:
— acquisition of new assets to add reserves and diversify our
cash generation
— restart of exports of Tawke oil to access international pricing
— pursuit of net amounts owed by the KRG
— safe execution of activity on Block 54
— further progress towards drilling Toosan-1
Paul Weir
Chief Executive Officer
4 Genel Energy Annual Report 2025
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 5
Key performance indicators
Net 2P reserves Working interest production Free cash flow
64 MMbbls 17,520bopd $4million
104
2023
2022
2021
92
89
2024
82
2025
64
31,710
12,410
2022
2021
30,150
2023
2024 19,650
2025 17,520
86
-71
2022
2021
2023
235
2024 20
2025 4
Net 2P reserves of 64 MMbbls represent
a reduction largely by 2025 production
of the Tawke PSC and disposal of the Taq
Taq PSC.
Working interest production of 17,520
bopd representing 10% reduction
from 2024.
Free cash flow of $4 million
(2024: $20 million).
Definition
2P reserves are proved plus
probable reserves.
Definition
Production is average annual production
measured in barrels of oil produced per
day (bopd).
Definition
Cash flow generated from operating
activities, minus capital expenditure
cash flows.
Relevance to strategy
2P reserves underpin the production, cash
generation and valuation of the Company.
Objective: Deplete efficiently, and enhance
the value of, our existing 2P reserves
through active reservoir management and
cost-effective development. In addition, add
new 2P reserves through a combination
of de-risking contingent resource to
commerciality, and exploration of
prospective resources, both organically and
inorganically through new
business activity.
Relevance to strategy
Production from our fields is sold to
generate revenue so is a key metric for
measuring subsurface, operational, and
investment success.
Objective: increase production year-
on-year, build a portfolio and optimise
reservoir performance through the lens of
maximising cash generation and long-term
value delivery.
Relevance to strategy
Free cash flow enables funding to deliver
shareholder value through investment
and the payment of dividends, comprising
two components:
— Production business netback, measuring
cash generated from the production
business after payment of corporate
and operating expenses and net
interest costs
— Free cash flow, measuring the cash
generated after investment in pre-
production assets
Objective: generate sustainable material
free cash flow. Deliver resilient, sustainable
core business netback that provides
funding for investment, to allow for future
growth, and the payment of dividends.
Performance
Genel’s 2P working interest reserves
totalled 64 MMbbls at the end of 2025.
The Tawke PSC 2P reserves saw a reduction
of 6.4 MMbbls for 2025 production and
a net revision of previous estimates of
2.1 MMbbls.
Performance
Production from Tawke PSC was reliable
and consistent in the first half of 2025,
with H1 production exceeding rates from
the same period of the previous year.
In July 2025, production activities were
significantly disrupted because of a drone
attack at the Tawke field. However, average
production for the months of the year not
impacted by this incident were higher than
2024 rates despite no new wells adding to
production, and working interest exit rates
for 2025 were over 20,000 bopd.
Performance
Consistent domestic market, efficient and
effective performance of the Operator,
and stopping non-value spend across the
business resulted in double digit production
business netback of $10 million (2024:
$5 million).
Capital investment in Somaliland and Oman
resulted in free cash flow of $4 million
despite production interruption at Tawke
(2024: $20 million, which benefited from
significant overlift).
Measuring our progress
6 Genel Energy Annual Report 2025
Dividends announced Lost time incidents Spills - loss of primary containment
$0 million 0frequency 0
44
2023
2022
2021
50
34
0
2024
02025
0.29
0
2023
2022
2021
0
02024
02025
02024
02023
2021
2022
0
0
0
2025
Genel did not announce a dividend in the
2025 financial year.
Zero LTIs were recorded in 2025. Zero LOPC occurrences were recorded
in 2025.
Definition
The combined total distribution of the final
and interim dividends announced in the
calendar year.
Definition
A lost time incident (‘LTI’) is a work-
related incident that leads to an
employee’s absence from work due
to injury or illness. Lost Time Incident
Frequency (’LTIF’) measures the number
of LTIs per million work hours.
Definition
Loss of Primary Containment (‘LOPC’) refers
to any unplanned or uncontrolled release
of material from its primary containment.
For example, potentially harmful or
hazardous substances or products being
unexpectedly released from a pipeline,
vessel, or tank.
Relevance to strategy
Dividends are an important component
of our strategy for delivery of
shareholder value.
Objective: to build a business with resilient
and diversified cash flows that support
payment of a regular dividend.
Relevance to strategy
The safety of our workforce remains critical
to Genel’s success. Genel is committed to
safe and reliable operations across our
portfolio, aiming for no LTIs.
Objective: in pursuit of maintaining a safe
working environment, we set ourselves a
LTI frequency target of zero.
Relevance to strategy
Part of our commitment to being a
sustainable business relies on minimising
impact to the natural environment from
our operations. As such, asset integrity
is a priority for Genel which allows for
continuous safe operations, and which
also mitigates potential impact to
the environment.
Objective: Zero LOPC occurrences.
Performance
The Company’s dividend programme
paid over $200 million of dividends (72p
per share) between its first distribution
in the first half of 2019 to its most recent
distribution in the first half of 2023, when
dividends were suspended following the
suspension of exports in March of that year.
The Company strategy remains focused on
diversifying cash flows and building resilient
cash generation, in order to restart the
payment of a regular dividend.
Performance
Zero LTIs recorded in 2025. Over 4.7 million
work hours have been recorded since the
last LTI.
Performance
The zero LOPCs recoded in 2025 represents
eight consecutive years of this performance.
Genel Energy Annual Report 2025 7
Strategic report Governance Financial statements Other information
Financial review
A robust balance sheet
to fund investment opportunities
2025 financial priorities
The table below summarises our progress against the 2025 financial priorities of the Company as set out at the start of FY 2025.
2025 financial priorities Progress
Maintain business resilience, balance sheet
strength and capital availability
— Effectively sold consistently into the domestic market and maintained
price levels despite falling Brent
— Restored Tawke production rapidly after interruption
— Finalised Taq Taq, Sarta, Qara Dagh, Lagzira and Odewayne licence
exits at no incremental cost or residual liabilities
— Continued to optimise organisational cost
— Issued new bonds
— extending debt maturity to 2030 and reducing funding risk for
delivering our strategic objectives
— reduced debt levels so as to reduce overall net interest cost from
$7 million in 2024 to below $1 million in 2025
— Overall delivered production business netback of $10 million and
overall free cash flow of $4 million
— Net cash of $134 million and cash of $224 million at end of 2025
provides significant funding for organic and inorganic investment
Ensure appropriate capital allocation and
deliver diversification of our cash generation
— Maintained production at the Tawke PSC through efficient investment,
without incurring the additional cost of drilling new wells
— Invested cost-effective capital in Block 54 in order to inform the best
work programme to de-risk investment over the remainder of the
commitment period
— Deferred expenditure on non-cash generative projects
— Continued expediting steps to stop any non-value accretive spend
across the business
— Continued cost-effective investment in optimisation of processes and
systems to improve operational efficiency
8 Genel Energy Annual Report 2025
Outlook and financial priorities for 2026
The key principles of our financial focus remain largely unchanged. We have a resilient business model that is designed to mitigate the
impact of uncontrollable adverse events and maximise exposure to the upside. Ultimately, we seek to build a business that generates
resilient, diverse, and predictable cash flows that support resumption of distributions to shareholders.
2026 financial priorities
Maintain business resilience, balance sheet
strength and capital availability
— A strong balance sheet protected by resilient cash generation is an
important component of our business model
— We expect again that the production business will be free cash flow
positive in 2026 and provide the majority of funding required for the
planned capital investment in pre-production assets
Ensure appropriate capital
allocation prioritisation
— Our capital allocation priorities remain maintenance of a strong
balance sheet, investment in the Tawke PSC and funding of the
Company’s strategic objectives in order to generate long-term value
for shareholders
— The principal priority is to add new assets to our portfolio with a view
to diversifying our cash generation, which can be done through both
organic and inorganic investment
Invest capital in order to diversify and
increase cash generation and value delivery
— The Company intends to diversify and increase its cash generation
through both organic and inorganic investment, this remains a priority
for the business
— For organic investment, the Company will only invest where the
balance between reward and risk is appropriate, with exciting planned
investment in 2026 on both Block 54 and Toosan-1
— For inorganic investment, the Company continues to identify, originate
and mature opportunities and will ensure any investment is value
accretive and in line with the Board’s priority criteria
Genel Energy Annual Report 2025 9
Strategic report Governance Financial statements Other information
Financial review
Financial results for the year
(all figures $ million) FY 2025 FY 2024
Brent average oil price ($/bbl) 69 81
Field level realised price per barrel ($/bbl) 32 35
Average price per working interest barrel
($/bbl)
11 10
Working interest production (bopd) 17,520 19,650
Revenue 68.7 74 .7
Other income 3.4 -
Production costs (21.0) (17.6)
Production capex (24.2) (23.0)
G&A (excl. non-cash) (16.9) (22.2)
Net cash interest
1
(0.2) (7.0)
Production business netback
after interest
9.8 4.9
Pre-production capex (5.0) (2.7)
Net expense from discontinued operations (0.9) (10.2)
Working capital and other 0.2 27.6
Free cash flow 4.1 19.6
Purchases of own shares - (2.4)
Settlement of 2025 bonds (65.8) (185.0)
Issuance of new 2030 bonds 90.5 -
Net change in cash 28.8 (167.8)
Opening cash 195.6 363.4
Cash 224.4 195.6
Debt reported under IFRS (90.7) (64.9)
Net cash 133.7 130.7
1
Net cash interest is bond interest payable less bank interest income (see note 5)
Production of 17,520 bopd was lower than last year
(2024: 19,650 bopd) as a result of the interruption from
the drone strikes in July, which impacted production up to
early November. All production has been sold domestically
at an average price of $32/bbl (2024: $35/bbl), which under
the PSC translates into $11 (2024: $10) per working interest
barrel produced.
Revenue was $69 million (2024: $75 million), with spend broadly
in line with last year: production costs were $21 million (2024:
$18 million) and production capex was $24 million (2024:
$23 million).
Cash general and administrative costs were $17 million,
lower than last year (2024: $22 million) as a result of this
year benefiting from cost reductions and no material
arbitration costs.
Interest income of $9 million (2024: $16 million) and bond
expense of $9 million (2024: $23 million) both decreased in line
with cash and bond balances, with overall net interest cost of
$0.2 million significantly reduced from $7 million last year as a
result of lower debt levels.
The resulting production business netback of $10 million was
higher than $5 million generated in the last year.
Pre-production capex of $5 million (2024: $3 million) was related
to Oman and Somaliland assets.
Free cash flow of $4 million was lower than $20 million last year,
which had benefitted from positive working capital movements
of $28 million.
The Company called its existing bonds in April and issued a new
bond, increasing cash by $25 million.
EBITDAX and cash flow
(all figures $ million) FY 2025 FY 2024
EBITDAX 43.3 1.1
Interest received 8.9 15.8
Working capital (15.9) 50.0
Operating cash flow 36.3 66.9
Producing asset cost
recovered capex
(18.9) (21.7)
Exploration and appraisal capex (4.5) (3.1)
Interest and other (8.8) (22.5)
Free cash flow 4.1 19.6
EBITDAX of $43 million was significantly higher than last
year (2024: $1 million) mainly due to accrued arbitration cost
award last year. EBITDAX is presented in order to illustrate
the cash operating profitability of the Company and excludes
the impact of costs attributable to exploration activity, which
tend to be one-off in nature, and the non-cash costs relating to
depreciation, amortisation, impairments, write-offs and share-
based expenses.
Free cash flow was $4 million (2024: $20 million). Free cash
flow is presented in order to illustrate the free cash generated
for equity.
10 Genel Energy Annual Report 2025
Cash and debt
Cash of $224 million increased from the start of the year
(31 December 2024: $196 million) as a result of positive free
cash flow and increase in bond debt. The Company monitors its
cash position, cash forecasts and liquidity on a regular basis.
The Company holds surplus cash in treasury bills, time deposits
or liquidity funds with a number of major financial institutions.
Suitability of banks is assessed using a combination of sovereign
risk, credit default swap pricing and credit rating.
The nominal value of bond debt increased to $92 million
(31 December 2024: $66 million). The bond debt matures in April
2030 and has two financial covenant maintenance tests:
Financial covenant Test YE 2025
Equity ratio
(Total equity/Total assets)
> 30% 63%
Minimum liquidity > $20 million $224 million
Net assets
Net assets at 31 December 2025 were $351 million (31 December
2024: $357 million) and consist primarily of oil and gas assets
of $252 million (31 December 2024: $273 million), net trade
receivables of $76 million (31 December 2024: $85 million) and
net cash of $134 million (31 December 2024: $131 million).
Going concern
The Directors have assessed that the Company’s forecast liquidity
provides adequate headroom over forecast expenditure for the
12 months following the signing of the annual report for the year
ended 31 December 2025 and consequently that the Company is
considered a going concern. Further explanation is provided in
note 1 to the financial statements.
The Company has net cash of $134 million at the balance
sheet date.
Luke Clements
Chief Financial Officer
Genel Energy Annual Report 2025 11
Strategic report Governance Financial statements Other information
Operating review
The world-class Tawke asset continued
to demonstrate reliable production and resilient operations
Overview of production and reserves
Production
FY 2025 FY 2024
Brent
$/bbl 69 81
Price
$/bbl 32 35
WI price
$/bbl 11 10
WI production
bopd 17,520 19,650
Carbon intensity
kgCO
2
e/bbl 14.4 13.9
Working interest average production of 17,520 bopd was lower than last year (2024: 19,650 bopd) as a result of the interruption from the
drone strikes in July, with all production sold into the domestic market at average of $32/bbl (2024: $35/bbl).
Reserves and resources development
Genel’s key performance indicator of proven plus probable (2P) net working interest reserves totalled 64 MMbbls (31 December
2024: 82 MMbbls) at the end of 2025.
Remaining reserves (MMbbls) Resources (MMboe)
Contingent Prospective
1P 2P 2C Best
Net Net Net Net
31 December 2024 53 82 10 2,996
Production (6) (6) - -
Acquisitions and disposals (5) (10) - (2,007)
Extensions and discoveries ----
New developments ----
Revision of previous estimates 7 (2) (1) -
31 December 2025 49 64 9 989
Disposals resulted in a reduction in 2P reserves for the divestment of Taq Taq licence in Kurdistan Region of Iraq (‘KRI’) and in prospective
resources for the exit from the Lagzira licence in Morocco. Acquisitions saw a small addition to prospective resources from Block 54
in Oman.
Mike Adams
Technical Director
12 Genel Energy Annual Report 2025
Producing assets
Tawke PSC (25% working interest)
The Tawke PSC, comprising both the Tawke field discovered in
2006, and the Peshkabir field discovered in 2013, remain the
cornerstone of the Company’s cash generation. In December 2025,
the combined production from both fields reached 500 MMbbls,
a significant milestone marking more than two decades of safe
and sustainable production operations. With gross 2P remaining
reserves of 254 MMbbls and additional development opportunities
under evaluation to add more, the Tawke PSC remains a world-
class asset.
In Q4 2025, the Joint Venture partnership agreed plans to restart
investment drilling in the PSC following a 2-year hiatus since the
2023 export pipeline shutdown. The first well was spudded in
December 2025, with additional rigs added since then and the
campaign now well underway. This return to investment via a
multi-rig programme underscores our confidence in the resource
potential of the asset.
Despite no new wells being added in the last few years, gross
production from these fields has been maintained at around
80,000 bopd as a result of an active and diligent production
optimisation approach by the Operator. In 2025 in particular, a
focused campaign of well interventions and workovers yielded a
series of incremental gains that were crucial in offsetting natural
decline, leading to run rate production being higher than the
previous year’s average without any additional well stock.
On 16 July 2025, the Operator reported a number of drone-related
security incidents across the licence area, that resulted in asset
damage to a crude oil tank at Tawke and surface processing
equipment at Peshkabir. There were no injuries to personnel and
environmental impact was minimal but operations at the Tawke
licence were temporarily suspended for damage assessment.
Following a partial restart and a period of repair and reinstatement,
the Operator was able to restore production on an expedited basis
to around 80,000 bopd by early November.
As a result of the exceptional performance from the Operator to
restore production to pre-drone attack levels by early November,
actual average production for the full year was 70,090 bopd,
down just 11% versus 78,615 bopd in 2024. As a point of interest,
the average production in the months not impacted by the drone
attacks was greater than the average of the previous year.
Despite the significant challenges posed by the unprecedented
July drone attack, 2025 was a year of operational resilience and
strategic progress for the Tawke PSC and we look forward to
working in partnership with the Operator to deliver even more
value from the asset in the years ahead.
Pre-production assets
Oman Block 54 (40% working interest)
Our preliminary activity, re-entry and testing of the legacy Batha
West-1 (BW-1) discovery well was completed safely ahead of time
and under budget.
The BW-1 well operation was a low-cost preliminary activity to
commence our work on the block representing the first of a number
of steps towards understanding the full potential of the licence.
Work is now ongoing on analysing data collected from the testing
and assessing its implications for the location of further activity
on the block, which includes the acquisition of 3D seismic data and
drilling two exploration wells over the next 2 years. 2026 activity
will be dominated by existing 3D seismic reprocessing and new 3D
seismic acquisition and processing whilst planning for and working
towards the drilling of the joint venture’s first well on the licence.
Somaliland - SL10B13 (51% working interest, Operator)
We continue to work towards drilling of the highly prospective
Toosan-1 exploration well. In the meantime, Genel continues to work
closely with local communities and beneficiaries, with its social
investments including a broad range of initiatives in the space of
mother and child health, education and the environment.
Genel Energy Annual Report 2025 13
Strategic report Governance Financial statements Other information
Our business model and strategy
Our business model and strategy
Genel Energy is a socially responsible oil producer with a portfolio of production and
exploration assets. Our plans for delivery of shareholder value are underpinned by our
corporate values and are driven by our strategic goals.
Genel’s strategy comprises three objectives designed to build a business with resilient and
diversified cash flows that deliver sustainable value to shareholders, and with the aim of
restarting the payment of a regular dividend.
STRONG
BALANCE SHEET
RESILIENT
CASH GENERATION
INVESTMENT IN NEW
CASH FLOWS
Cash balance and leverage
appropriate to the cash
generation of the Company’s
assets with strategic
objectives funded
Significant 2P reserves,
predictable and resilient
production, safe and efficient
operational performance
Well-established and effective
process for deal origination
and evaluation of production,
or near-to production, cash
generative assets with value
upside that will complement
our existing portfolio
RESILIENT
CASH
GENERATION
STRONG
BALANCE
SHEET
LED BY A RESILIENT BUSINESS MODEL
Financial discipline
Supporting
the establishment
of a regular
dividend
programme
INVESTMENT
IN NEW
CASH FLOWS
Rigorous risk management
ESG and sustainability
14 Genel Energy Annual Report 2025
Benefitting all stakeholders
Shareholders
Our objective is to deliver shareholder value through running a business with a strong
balance sheet and with diversified and resilient cash flows that support the payment of a
regular dividend.
Host governments
We desire close, collaborative partnerships with our host governments, with an intention
to deliver positive benefits in the regions where we work. This is achieved through bringing
our capital and expertise to generate meaningful income, employment, training and
business opportunities. The Kurdistan Region of Iraq is where this Company started over
twenty years ago and in that time our assets have generated over $20 billion of revenue for
the host government.
Local communities
We directly support our host communities through maximising local employment and
economic development opportunities, as well as direct investment in community projects
and in the civil infrastructure surrounding our operations. During a period of twenty years
when we were joint operator at Taq Taq, Genel supported an average of 10,000 jobs each
year and invested $48 million in social projects in the KRI.
Employees
We aim to benefit our employees and contractors through responsible business practices,
the promotion of a work culture characterised by safety and inclusion, fair remuneration,
and personal development opportunities.
Values that define us
Genel Energy Annual Report 2025 15
Strategic report Governance Financial statements Other information
Risk management and principal risks
Risk management
The successful delivery of our strategy and our business model are underpinned by strong
corporate governance and effective risk management.
We deliver effective risk management through a simple framework and an active
assurance programme.
The Company classifies risks into three categories:
Strategy
Significant risks that will impact delivery of
Company objectives and shareholder value
External
Significant risks that are largely outside of
the Company’s control and arise from the
external environment
Routine
Day-to-day risks that are principally managed
by effective compliance with standard business
processes and procedures within the relevant
business area (which can be a function or
a project)
For each identified and assessed risk, the Board sets clear
executive-level accountability, the appropriate risk management
action, the appropriate level of assurance to be obtained, and
the monitoring and reporting to be delivered.
Risk identification
Risk identification comprises principally two approaches.
— Firstly, from the top down, the Board and Executive
Committee identify potential risks that may impact delivery of
the Company strategy and business objectives
— Secondly, each business area identifies potential risks
that may affect delivery of the objectives relevant to that
business area. Business areas are comprised of functions
and projects, with each business area led by an Executive
Committee member
Risk assessment and treatment objective
Once risks have been identified, they are assessed for post-
mitigation impact and likelihood using a simple matrix, with
post-risk mitigation assessment determined by evaluating
existing controls and mitigation activities. This assessment is
then used to define the risk treatment objective for each risk.
The Company uses four specific categorisations of risk
treatment objectives:
Mitigate
Put in place processes or take actions that
reduce the likelihood or impact of the risk
to an acceptable level
Eliminate
Remove the risk or reduce the importance
of the risk to the business
Transfer Transfer the risk to a third-party
Accept
Accept the post-mitigation assessment
of the likelihood and impact
The appropriate action for mitigation is assessed in the context
of the agreed treatment objective.
Risk
assessment
& treatment
objective
Risk
management
& assurance
Risk
identification
Risk
monitoring
& reporting
16 Genel Energy Annual Report 2025
Risk management and assurance
Appropriate management of risks includes, but is not limited to:
— Ensuring appropriate and adequate controls are in place
— Ensuring that appropriate systems are in place to allow those
controls to operate effectively
— Ensuring appropriate monitoring and re-evaluation systems
are in place
— Ensuring that appropriate reporting systems are in place so
that the Board can identify if intervention is required
Key risk developments and mitigation progress are both
monitored and reported to provide adequate oversight by
the Board at least once a year. The Executive Committee
conducts regular reviews of the status of the key risks and their
corresponding mitigation measures.
The assurance process provides a clear and transparent link
between risks, the existing controls and mitigating actions,
the assurance that these controls and mitigating actions are
adequate, and that the risks are managed to acceptable levels.
We implement a three-tier assurance model to provide different
levels of the organisation with assurance that risks are being
adequately and appropriately managed, and that mandatory
requirements and standards are being adhered to.
Risk monitoring and reporting
For each identified risk, the depth and frequency of monitoring
and reporting is determined depending on the likelihood of
the risk and its potential impact, with risks carrying more
significant potential impact being reported more frequently and
in greater depth.
Risks can develop and evolve, and their potential impact or
likelihood may vary in response to either internal or external
events. On occasion, there may be insufficient information
to fully understand the risk’s likelihood, impact, or velocity.
Additionally, it may not be possible to fully define a mitigation
plan until the risk is better understood.
Risks that are evolving or are not yet understood but have
the potential to impact the delivery of strategy are classified
as emerging risks. We identify emerging risks to track and
monitor their evolution and assess whether the monitoring and
mitigating controls in place for the Company are appropriate
relative to the expected evolution of the risk.
Reporting on risks takes various forms, with external
specialist expertise employed where required, to ensure the
Board is provided with an appropriate understanding of the
relevant issues.
In addition, the Company continuously monitors the
external and strategic environment to assess and reassess
risks, uncertainties, and opportunities, both current and
emerging, that may impact delivery on strategy and key
business objectives.
TIER 1
TIER 3
TIER 2
External Assurance
Internal Assurance
Self Review
Board
Audit Committee
Executive Committee
Audit Committee
Executive Committee
Accountable Executive
Committee Member
Process Sponsor
Group Assurance Framework
Genel Energy Annual Report 2025 17
Strategic report Governance Financial statements Other information
Roles and Responsibilities
Board
— Provide oversight for risk management
— Oversees and monitors sensitivity of the principal risks of the business and
makes effective, appropriate and timely decisions on how these are managed
or accepted
— Ensures that decisions taken are appropriately executed throughout the
business through appropriate delegation of authorities and policies
— Challenges where controls are not appropriate or not operating effectively
Strategy
Risk assessment
and review
Board sets controls to
mitigate or manage risks
Audit Committee
— Oversees risk management and internal control systems and makes
recommendations to the Board
Audit Committee oversees risk management,
internal controls and assurance
Executive Committee
— Leads the identification, understanding and assessment of risks to the
business for review and discussion by the Board
— Assigns risks to relevant functional heads as risk managers
— Identifies where controls are not appropriate or not operating effectively and
implements improvements
— Identifies new risks or changes in the nature, probability or impact of
existing risks
— Collectively keeps the risk register under regular review
— Ensures Board is provided with appropriate reporting on risks so that it is able
to identify when it is required to intervene
Risk register identifies, assesses
and documents risks,
controls and treatment options
Risk management and principal risks
The system for managing risks is embedded from the top
down in the organisational structure, operations, and
management systems.
Board
The Board is responsible for maintaining and reviewing the
effectiveness of the Company’s internal control system.
The Board has established processes to meet the obligations
placed on listed companies and the expectations of the UK
Corporate Governance Code to publish a long-term viability
statement and continually monitor risk management systems and
internal control systems. These processes include having clear
lines of responsibility, documented delegated authority levels, and
appropriate operating procedures.
The Board reviews the risks with greatest potential impact on the
business at least four times per year.
We recognise that the system is designed to manage, rather than
eliminate, the risk of failure to achieve business objectives and
can only provide reasonable, and not absolute, assurance against
misstatement or loss.
The Board has reviewed the effectiveness of the internal control
system for the year ended 31 December 2025 and up to the date
of signing the financial statements. It is satisfied that it remains
appropriate for the business.
Audit Committee
The Audit Committee provides oversight and reviews the
effectiveness of the Company’s risk management systems and
reports its assessment to the Board. This oversight includes
the assessment of the Company’s systems for the effective
operations of internal controls and the effective identification,
evaluation and management of the principal risks to which the
Company is exposed. It reports to the Board on those systems’
effective design and operations. The Audit Committee sets
the annual assurance programme, within the framework of an
assurance cycle, and reviews findings and recommendations.
Further information on the actions taken by the Audit Committee
during the year can be found on pages 76 to 79.
Executive Committee
The Executive Committee is responsible for the day-to-day
management of risks, with each risk assigned to an executive
owner accountable for managing the risk.
18 Genel Energy Annual Report 2025
Principal risks
The following provides an overview of the principal risks at the date of the signing of the Annual Report, the potential impacts and mitigation
measures. The risks are grouped thematically, not in order of importance.
KRI Regional Oil and Gas Sector Risk: PSCs, access to exports, security
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The region in which the Company produces oil and generates its revenues has seen long-standing tensions both within, and between,
neighbouring countries.
There has been long-standing disagreement between the FGI and the KRG regarding: the quantum and payment of the Kurdistan
Region’s budget allocation from the central government and moreover, the KRG’s right to manage its oil and gas sector and to
export oil independently from FGI control.
In March 2023, an international arbitration ruling, regarding a case between FGI and Türkiye in relation to Kurdish oil being
transported through the ITP and offloaded at Ceyhan without explicit FGI approval, found in favour of the FGI, namely, that FGI
approval was required. Following the ruling, access to the export pipeline was suspended.
In the second half of 2025 the FGI, KRG and a number of IOCs signed an interim agreement in order to commence exports under
specific terms, expected to be consistent with extant production sharing contracts. This may pave the way for the normalisation of
exports and payment on terms consistent with existing production sharing contracts, but this outcome is not certain.
Potential
impact
— The implementation of the export process does not facilitate Genel accessing international oil prices based on
commercial terms that are consistent with extant PSC terms. This impacts revenue generation and reserves and impacts
investment plans.
— The Company is forced to accept terms that are adverse to existing PSC terms in order to access international oil prices.
— Regional tensions impact security and cause interruption of production or activity.
Mitigation and
management
— Genel is seeking to build sufficient confidence that payment for exported oil will be appropriate and consistent with its PSC.
— The Company currently continues to sell locally to domestic buyers with cash payments received in advance of oil
being delivered.
— The Company is a founding member and holds a Directorship in the KRI trade association APIKUR, that seeks to influence
governmental bodies and negotiations on Kurdistan exports.
— The Company’s ultimate remedy for protecting the value of its extant contracts will be through the provisions within these
PSCs, namely under English law, with remediation for a dispute in the London Court of International Arbitration.
Development and Recovery of Oil Reserves
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The Company aims to realise the full value of the reserves in its portfolio and deliver maximum value through the investment
of capital in line with its asset development plans.
Potential
impact
— Poor reservoir performance, underestimation of reservoir uncertainty, lack of appropriate activity and poor work scope
execution impact the ability to extract maximum reserves value.
Mitigation and
management
— Genel implements life-of-field asset development plans to determine scope, organise work and manage uncertainty,
ensuring a structured approach to mitigate risk.
— The Company prioritises the correct categorisation of risk to facilitate informed decision-making.
Key
Strategic pillars
n
Resilient cash generation
o
Investment in new
cash flows
p
Strong balance sheet
Change assessment
S
Risk level increased
WX
Risk level stable
T
Risk level decreased
Genel Energy Annual Report 2025 19
Strategic report Governance Financial statements Other information
Commercial Terms and Payments for Kurdistan Production
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Cash generation from oil production is maximised via exports, where production is sold at the wellhead, with the sales then
priced on a netback price derived from the onward sale realised price per barrel adjusted for various costs or charges.
When exports are not available, prices for domestic sales are negotiated with local buyers, with payment received in advance
of sale.
Potential
impact
— Future offtake arrangements for exports may be different, either positively or negatively, to the terms imposed from
September 2022. Until September 2022, exports were priced using a formula that had previously been established with the
KRG. From September 2022 to March 2023, the KRG unilaterally imposed a change to this formula.
— The KRG delays payments of amounts due once exports begin, as has happened sporadically in the past, adversely
impacting the cash generation of the Company’s production.
— The Company is currently owed a significant sum for sales made between September 2022 and March 2023. Although the
KRG has consistently committed to pay all the monies that it owes to the Company, there is currently no agreed plan for
collection of amounts owed, and consequently there is uncertainty around the timing of collection.
— Furthermore, the KRG may seek, both retrospectively and prospectively, to change how amounts due are calculated and
assessed under the terms of PSCs and Lifting Agreements.
— Flows of cash from KRG for purchase of production from local buyers for exports are delayed and impact commercial terms
passed on to the Company.
Mitigation and
management
— Under the terms of its PSCs, the Company is entitled to benefit from a prescribed proportion of barrels sold and the
netback price based on the actual realised price per barrel achieved from its sale in the international markets, with an
adjustment for the cost of the oil being delivered to the customer. The Company will defend its contractual position on
both issues.
— In terms of payment risk, the Company has consistently maintained a strong balance sheet, principally by holding a
significant cash balance, and by consideration of appropriate downside scenarios to mitigate the risk of insufficient funding
for its objectives, or insolvency, arising from an unexpected material reduction in its cash generation from the KRI.
Reserves Replacement and Additions
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Genel has a clear objective to increase its reserves and its long-term cash-generative production, both organically
and inorganically.
Without this, the Company will suffer from declining cash generation and diminishing returns for investors.
Potential
impact
— Genel is unable to replace reserves produced from the existing asset base due to the mature nature of producing fields and
limited contingent resources.
— Material organic reserves replacement from the extant portfolio requires exploration and appraisal, which are inherently
higher risk from both a subsurface, and in some cases above ground and geopolitical risk perspective.
— Genel is unable to inorganically acquire new reserves and resources.
Mitigation and
management
— Genel manages this risk through a combination of life-of-field existing asset development planning and prudent
reservoir management.
— Genel continues to rationalise and build its portfolio in order to create the best chance of future conversion from resources
to reserves by retaining the exploration and appraisal projects with highest chance of success and materiality.
— The pursuit and addition of assets through new business remains a key mitigant to depletion of the Company’s
reserves base.
New Business Activity
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The Company has set out its strategic objective of adding new assets to its portfolio to progress its strategy to create
shareholder value through the diversification of production and revenue streams.
Potential
impact
— Cash generation and the potential for investor returns decline as the Company is unable to add new assets.
— The Company executes a transaction that adversely impacts the Company’s long-term liquidity, balance sheet, asset
portfolio quality and equity story, negatively impacting shareholder returns.
— The Company is unable to execute an acquisition.
Mitigation and
management
— Genel mitigates this risk through a clear set of Board approved strategic objectives, against which an experienced
management team can deliver.
— The Company has a well-established and thorough M&A screening, origination and evaluation process, a disciplined
approach to the opportunities progressed, prior to Board oversight and approval of all significant new business decisions to
ensure alignment with Company strategy and to provide the best chance of execution.
Risk management and principal risks
20 Genel Energy Annual Report 2025
Capital Structure and Financing
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The Company’s balance sheet and capital structure provide funding for achieving its objectives.
The range of possible outcomes for its cash position over five years is extensive due to several uncertainties, including but not
limited to commodity price volatility, geopolitics, access to export pricing, uncertainty regarding production and reserves, the timing
of payments and spending, the quantum of spend, availability of debt and equity capital markets.
Potential
impact
— One of, or a combination of, the various uncertainties result in a significant impact on capital available to the Board to fund
the achievement of its objectives. Should this happen, prospects for delivery of shareholder value decrease and the risk of
reduction in shareholder value increases.
Mitigation and
management
— The Company has consistently maintained a strong balance sheet and considered appropriate downside scenarios to
mitigate the risk of insufficient funding for its objectives or insolvency arising from an unexpected material reduction in its
cash generation from the KRI.
Attract and Maintain Organisational Capability
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The Company aims to attract, retain, and develop the appropriate level of talent and organisational capability required for
delivery of its strategy.
Potential
impact
— Risk mitigation and the successful delivery of strategy is negatively impacted by not having the right capability in the
business to meet obligations.
— A gap in our capabilities jeopardises our ability to meet our obligations in the regions the Company serves.
Mitigation and
management
— Genel regularly reviews its capability needs and updates the Board periodically through various Committees.
— Our annual performance management process - redesigned in 2025 with employee input and supported by our new HR
system, Pulse – enables continuous feedback, development planning and strengthened performance oversight.
— This is complemented by SEED, our learning and development framework, which enhances technical, leadership and
behavioural capability, supports engagement and retention, and develops a strong leadership pipeline through targeted
development plans and succession planning.
— Our Annual TalentMAP process identifies key individuals and supports broad succession planning, reducing the impact of
talent gaps.
— To support workforce agility, we apply the Multiple-Hats Principle, encouraging skill diversification and cross-functional
exposure. Regular workload reviews and role redesign help reduce single-point dependency and build collaboration
and resilience.
— We integrated a company-wide Job Grading Framework in 2025, ensuring internal equity, external competitiveness, and
alignment between roles, titles, and compensation to support attraction and retention.
— Employee engagement and wellbeing are strengthened through our internal platforms (e.g. InComm), which promote
communication, culture and connection, including during periods of change.
— Finally, our balanced approach to internal and external hiring ensures quick access to talent and smooth transitions,
supporting operational continuity and reducing resourcing risk.
Environmental, Social and Governance Expectations
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Identifying and addressing relevant ESG risks is integral to delivering our strategy. The desired outcome of doing so is to
appropriately position the Company during the transition anticipated in the global energy market, while supporting host
communities where we operate.
Potential
impact
— Ineffective management of ESG-related risks results in reduced access to capital and reputational harm.
— Carbon taxation or future climate-related regulation results in a negative impact on operations and/or cash generation.
— A failure to continue engagement with our host communities, and an inability to maintain strong local community support
results in disruption to field operations.
Mitigation and
management
Genel prioritises mitigating ESG risks, and this is reflected in the strong commitment to the approved strategy from the Board
and senior management. This strategy outlines responsible practices across all material ESG topics and allows for adaptation
to emerging ESG regulations and trends, as well as to Genel’s operational changes. This strategy also extends to Genel’s social
investment projects and furthermore, emphasises the importance of robust community engagement practices in contributing
positively to host communities. Monitoring progress involves an integrated ESG scorecard, and trend analysis of sustainability
metrics. By prioritising the ESG factors relevant to our business, Genel aims to mitigate applicable risks and enhance transparency
and accountability, as we uphold being responsible business through the anticipated energy transition.
Genel Energy Annual Report 2025 21
Strategic report Governance Financial statements Other information
Regulatory and Compliance Failure
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The Company and its staff are subject to various laws and regulations governing corporate and personal conduct.
Potential
impact
— Failure to adhere to our legal and regulatory obligations could result in financial penalties, a negative impact on
performance, regulatory oversight, or reputational damage.
Mitigation and
management
— Genel is committed to conducting business in compliance with all applicable laws and regulations and in accordance with
the highest ethical standards. We have defined a clear set of values, adopted our Code of Conduct and implemented a
robust set of policies and procedures across the business which establishes a framework that sets clear expectations.
— We have in place a code of conduct and legal compliance programme that includes due diligence processes, an annual
training and certification process, a whistleblowing and grievance procedure, and an investigations procedure.
— New legislation and regulations are closely monitored and our Board of Directors examine the application of our
compliance programme and governance framework.
Health and Safety
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Health and safety management is a primary consideration for all Genel activities.
Potential
impact
— HSE incidents, incidents with potential and breaches of HSE procedures result in harm, including injuries, environmental
impact, and reputational damage.
Mitigation and
management
— Genel maintains excellent HSE performance as a key metric.
— Genel highlights the link between HSE performance and our operating licence, emphasising the need for strong controls.
— Managing these risks protects our workforce, environment, and operations. High HSE standards are crucial for employee
motivation and a safe, productive work environment.
— The Company prioritises hiring competent personnel and strives for incident-free operations through continual
improvement of our HSE management system. A robust HSE plan with defined KPIs, and proactive risk mitigation are
integral to achieving our HSE goals. Genel conducts thorough HSE and process safety assessments, and ongoing assurance
activities reinforce safety protocols. Incident response capabilities are enhanced through workforce training, and HSE
supervision ensures a vigilant workforce. This comprehensive approach aims to minimise health and safety risks, fostering
a culture of continuous improvement.
Risk management and principal risks
22 Genel Energy Annual Report 2025
Viability statement
In accordance with provision 31 of the 2024 revision of the UK
Corporate Governance Code (‘the Code’), the Directors have
assessed the prospects and viability of the Company over
a longer period than the 12 months required by the ‘Going
Concern’ provision.
Choice of assessment period
The Directors retain their assessment of three years
as the appropriate period for their viability statement.
Business assumptions when assessing viability are derived from
the Company’s business plan, which includes various scenarios
for assessing outlook for cash generation and value delivery.
These scenarios reflect the inevitable cash flow uncertainty
given the inherent volatility in long-term oil price and
uncertainty regarding netbacks, route to market, payment terms,
receivable recovery, cost and production forecasting.
Review of financial forecasts
In reviewing the expected evolution of the Company’s business,
cash flows and capital structure over the review period the
Directors took into account:
— The Company’s business plan, which incorporates the Company’s
latest scenarios for life-of-field cash flow projections for
producing assets
— The various capital allocation scenarios that may evolve and the
Company’s potential asset portfolio investment decisions
— The Company’s bond maturity and compliance with its covenants
— The availability of debt capital markets and other sources of
finance, together with the debt capacity of the business
— The oil price scenarios
A range of sensitivities were run on the assumptions set out
above to reflect different scenarios including, but not limited
to, changes to production profiles, oil price and netback
assumptions, route to markets, receivable recovery, capital
allocation, and payments.
Consideration of principal risks
The principal assumptions underlying the forecasts above
were reviewed in the context of the risks and mitigating actions
set out in the Principal Risks in the Annual Report including,
in particular, those that specifically relate to the Company’s
viability, including:
— Commercial terms & payment for Kurdish sales
— Development & recovery of oil reserves
— KRI oil and gas sector and regional risk
— Capital structure & financing
Viability assessment
Based on their review of these assumptions and sensitivities in
the context of the funding options and risks referred to above,
the Directors found that there was a reasonable expectation
that the Company will be able to continue in operation and
manage its liabilities as they fall due over the three-year period
under review.
Our 2025 Strategic Report from pages 1 to 57 has been reviewed
and approved by the Board of Directors on 17 March 2026.
Paul Weir
Chief Executive Officer
Genel Energy Annual Report 2025 23
Strategic report Governance Financial statements Other information
The Company has a range of stakeholders, including but not limited to our equity and debt investors, the local government and
communities in the regions in which we operate, our joint venture partners, employees, and suppliers. Information about our key
stakeholders and how we engage with them is set out below.
Engagement activities Key concerns and priorities Outcomes
Investors (equity and debt)
— Regular market updates
—Quarterly webcast
— Attendance at conferences
— One-to-one meetings
—AGM
— Publicly available website
—Exports
— Recovery of receivables
— Use of capital
— Financial resilience
— Continued positive engagement and support
for the strategy from both equity and
debt investors
— New bond successfully issued
— Reaffirmed commitment to establish a
sustainable dividend
Employees
— Town halls
— Training and development,
including TalentMap
— Formal annual appraisals
— Launched employee initiatives
— Safe working environment
— Regular business updates
— Business culture
— Career development opportunities
— Motivated, focused, valued, and high
performing team
Partners
— Operating committee meetings
—Workshops
— Asset decisions — Alignment on the approach for key
operational decisions
Host governments & regulators
— Meetings and communications with
government officials
— Fiscal terms
— Regulatory compliance
—Transparency
— ESG standards
— Approval of work programmes
and budgets
— Contributed to APIKUR
— Strengthening relations in Oman
— Collaboration with the
Somaliland government
Local communities
—Liaison offices
— Social investment programmes
—Local hiring
— Maintaining our social licence
to operate
— Local employment opportunities
— Environmental protection
— Prioritising local hiring
— Continued support provided to
Genel20 scholars
— A range of social investments in Somaliland
— Maintained carbon intensity below
industry average
Suppliers and contractors
— Regular dialogue with suppliers
and contractors through formal
and informal meetings
— Tender processes
— Health and safety
— Opportunities to collaborate
— Fair terms
— Ensure appropriate capability and
performance of contractors
— Cost-effective and efficient procurement
— Appropriate sharing of risk
Stakeholder engagement
24 Genel Energy Annual Report 2025
Section 172 statement
As a Jersey registered company, Genel Energy plc is not required to prepare a s172 statement in accordance with UK legislation; however,
in line with the UK Corporate Governance Code, we have voluntarily chosen to do so. During the year ended 31 December 2025, the
Board of Directors considers that they have acted in good faith and in a way that would be most likely to promote the success of the
Company for the benefit of its members as a whole, having regard to the likely consequences of any decisions in the long-term and
broader interests of other stakeholders when making business decisions. Further information on each matter can be found as follows:
Section 172 factor How the matters are considered by the Board Page
The likely consequences of any
decision in the long-term
— Business model and strategy
— Viability statement
p. 14 to 15
p. 23
The interests of the
Company’s employees
— Sustainability – people and diversity
— Sustainability – health and safety
— Stakeholder engagement – employees
— Sustainability – responsible governance
— Corporate Governance – workforce engagement
p. 46 to 47
p. 43 to 45
p. 24
p. 53 to 54
p. 69
The need to foster the Company’s
business relationships with
suppliers, customers, and others
— Business model and strategy
— Sustainability – responsible governance
— Stakeholder engagement
p. 14 to 15
p. 53 to 54
p. 24
The impact of the Company’s
operations on the community and
the environment
— Business model and strategy
— Stakeholder engagement
— Sustainability – environmental responsibility
— Sustainability – managing the natural environment
— Sustainability – TCFD
— Sustainability – social responsibility
p. 14 to 15
p. 24
p. 30 to 34
p. 35 to 36
p. 37 to 42
p. 43 to 52
The desirability of the Company
maintaining a reputation for high
standards of business conduct
— Business model and strategy
— Risk management and internal controls
— Sustainability – responsible governance
p. 14 to 15
p. 16 to 18
p. 53 to 54
The need to act fairly towards
members of the Company
— Business model and strategy
— Stakeholder engagement – investors
— Corporate governance report – independence of the Board
—Annual General Meeting
p. 14 to 15
p. 24
p. 70
p. 69
Genel Energy Annual Report 2025 25
Strategic report Governance Financial statements Other information
Sustainability
Sustainability report - a message from the CEO
I am pleased to report another strong
sustainability performance in 2025.
Our portfolio carbon intensity remains below
the industry average target, we have now
passed 4.7 million hours worked incident
free, and we have delivered important
social investment projects in the KRI and
in Somaliland.
Maintaining our sustainability performance has always been
a key component of Genel’s business and remains integrated
in our strategy. The way we approach environmental, social
and governance topics is led by our corporate values and
remains embedded in our organisation, irrespective of portfolio
composition, regions of operations, or the unique circumstances
presented by any particular event. Whether as an operator or non-
operator, we see upholding our established standards on this front
as a prerequisite for our business activities.
As our business continues to evolve, and in the context of ongoing
progression of the ESG regulatory landscape, I am pleased with
the progress we have made this year in evolving our sustainability
strategy to better fit our business today, within the frame of our
well-established strategic objectives. These revisions to how
we approach sustainability challenges have been driven by the
importance we continue to place on these challenges.
Transparency of our performance continues to be important, and
you will see the progress we have made in our responses to the
TCFD recommendations, including updates to our climate-related
risks and opportunities. Moreover, in reflection of how climate
considerations have come to form part of Genel’s business-
as-usual operating model, I am pleased to report that Genel
has maintained its CDP Climate Change score of B for a fourth
consecutive year.
You will have read earlier in this report of the positive
developments with Genel’s first entry into Oman, securing a
participating interest in Block 54. We look forward to a fruitful joint
venture with our operating partner in Oman, and I am pleased that
the preliminary work programme activities of 2025 are included in
Genel’s equity share emissions profile for the reporting year.
In 2025, all production activities were accounted for by our non-
operated joint venture in the KRI, and it was important to me that
during this period our focus on health and safety continued to be
cemented in our Company culture. On this front, I was reassured to
see our dedicated health and safety teams conduct a series of all-
staff engagements throughout the year which focused on a range
of relevant topics, and which ensured that considerations of safety
and security remained at the forefront of our work. Moreover, I
am thankful that our unwavering commitment to providing a safe
working environment will be applied with appropriate rigour to all
future operated activities. Safety and security also continue to be
the first agenda item at every scheduled Board meeting.
Genel has always valued engagement and interaction with our
host communities, and we acknowledge this as a key contributing
factor to our successful operations. We also recognise some of
the socio-economic challenges experienced in the regions where
Genel is present and because of this, community engagement
and social investments form a fundamental element of Genel’s
business. Our commitment to investing in our local communities
remains uncompromised, and a key part of this commitment
during 2025 was our ongoing support to the Genel20 Scholarship
programme, which is providing a university education to students
from across the KRI. Originally established to commemorate
twenty years of investment in the KRI, the Genel20 Scholarship
demonstrates Genel’s well-established focus on education
initiatives and I am pleased that once again, two of the scholars
have shared accounts of their university studies within this report.
This programme continues to be a source of great pride for Genel,
and we are eagerly anticipating the first graduation ceremonies in
the coming year.
As we look forward to the year ahead in Somaliland and continue
to prepare for drilling activities at the Toosan-1 well, I am pleased
to look back at 2025 and reflect on our continued commitment
to social investment projects in this region. It was a privilege
for Genel to support the invaluable work of Edna Adan and
her dedicated teams, through funding a project to deliver vital
educational sessions and essential health services. The year
also saw funding for the renovation of Abdo Ayir school for the
blind and deaf, and Genel continued its partnership with Burao
Academy; on this occasion to enable the installation of solar
energy capabilities. As we focus on the developments which lie
ahead, our operations in Somaliland will remain underpinned by
our commitment to host communities and to investments which
benefit the wellbeing of community members.
Moreover, future activities in Somaliland will once again provide
Genel an opportunity to demonstrate our commitment to
environmental stewardship, to transparency, and to operating as
a socially responsible business. This commitment is also applied
to our ongoing due diligence for new business opportunities,
and stays at the core of all Genel’s activities, as a non-negotiable
element of our business.
Paul Weir
Chief Executive Officer
26 Genel Energy Annual Report 2025
UN Sustainable Development Goals
2025 Sustainability highlights
Zero LTIs across all Genel operations
with over 4.7 million hours worked since
the last recorded incident
38% of Genel’s workforce have
been with the Company for over
a decade
Carbon intensity of
14.4 kgCO
2
e/bbl
CDP Climate score of B
Over $200,000 invested in social
projects in Somaliland
Third year completed of the
Genel20 Scholarship
Genel continued its commitment to the Communication on Progress under the United Nations Global Compact in 2025, and to the
10 Principles on human rights, labour standards, environment, and anti-corruption; a commitment that will be maintained in 2026.
The following chapter expands further on the progress made over the past year in addressing the sustainability challenges in our
business. This report has been developed with reference to the 2021 Global Reporting Initiative (‘GRI’) Universal Standards, though
we have additionally included reference to the applicable Sustainability Accounting Standards Board (‘SASB’) standards. To aid the
readability of this report, the GRI Universal Standards, and the applicable SASB disclosure topics, are provided on Genel’s website.
The UN Sustainable Development Goals (‘SDGs’)
are a collection of 17 global goals established by the
United Nations General Assembly which are intended
to provide a ‘blueprint to achieve a better and more
sustainable future for all’. These goals provide
valuable guidance to Genel and help establish the
foundation of our responsible business. By focusing
on the goals that we consider to be of most relevance
to Genel we can concentrate our sustainability efforts
in a targeted and impactful way. The relevance of
these goals is reviewed periodically as our business
evolves; depending on our operating environment, our
regions of operation, and the prevailing sustainability
landscape. In 2025, Genel elected to include SDG5:
Gender Equality within this selection, and the
rationale for its inclusion, as well as further details of
all Genel’s selected UN SDGs, is provided on page 49
of this report.
Genel Energy Annual Report 2025 27
Strategic report Governance Financial statements Other information
Applying the SASB industry-specific material topics for
Oil & Gas Exploration and Production as its foundation,
a materiality assessment allowed us to understand the
sustainability priorities for each stakeholder. The assessment
included over 24 individual stakeholder interviews with host
community members, employees, business partners, regulatory
authorities, non-government organisations (‘NGOs’), and the
investment community.
The objective of the materiality assessment was to characterise
the sustainability topics considered to be of most importance
to Genel’s stakeholders, and to determine which of these topics
could have the most impact on Genel’s business performance.
The Company’s material topics were reviewed as part of Genel’s
2025 workplan, and corresponding strategic priorities were
developed, as presented below
Sustainability
Material topics and strategic priorities
Understanding the material topics relevant to our business has shaped our sustainability
strategy and our strategic priorities. Identifying these topics has required meaningful
engagement with our stakeholders, and this has been achieved through a comprehensive
materiality assessment with a broad range of stakeholders.
Environment Social Governance
Material topics
— GHG emission profile
— Water and wastewater management
—Air quality
— Environmental and
ecological impacts
— Community relations
— Social investments
— Human rights and modern slavery
— Health and safety
— Crisis and emergency response
—Business ethics
— Regulatory compliance
— Supply chain risks
Strategic priority
— Minimising environmental impact
— Reducing GHG emissions profile
— Robust ESG compliance
— Sustainability of our own workforce
and our supply chain
— Maintaining social license to operate
— Robust ESG compliance
— Robust ESG compliance
— Addressing human rights and
modern slavery risks
SDG alignment
28 Genel Energy Annual Report 2025
Genel’s sustainability strategy
Genel’s sustainability strategy is an integrated element of our broader business strategy.
Following the development of strategic priorities, the Company took the opportunity to
review its sustainability strategy in 2025 to ensure that this, and our sustainability actions
more broadly, remain fit-for-purpose. The review was made in the context of Genel’s current
business, and of the prevailing sustainability landscape in 2025. The revised strategy is
provided below, and a key revision as part of this process was to ensure that our corporate
values were adequately reflected in, and moreover provided the structure for, this strategy.
Respect
for our surrounding environment and host communities
Collaboration
with host communities and with our stakeholders more broadly
Accountability
for our actions and our sustainability performance
Integrity
embedded in Genel’s business-as-usual measures in place to manage and mitigate sustainability risks
Ingenuity
to enable Genel to respond to emerging sustainability priorities and for Genel to evolve with
sustainability challenges
Sustainability vision
To be an energy company creating shareholder value through responsible business practices,
with consideration and respect for the surrounding environment.
Achieved by
Focusing on our strategic priorities to minimise environmental impact, proactive collaboration with local
communities and stakeholders, robust internal governance, and being accountable for our performance.
Enabled by two operational qualities
The integrity embedded in Genel’s business
provides operational controls which address our
material sustainability challenges, and supports
ongoing regulatory compliance
Given the dynamic nature of sustainability
challenges and as Genel’s business activities
evolve, agility and ingenuity enable Genel’s
response to emerging sustainability priorities
Application in 2026
Genel’s sustainability strategy and strategic priorities are
structured around the material environmental, social and
governance elements that have been assessed to be most
relevant to our business and our regions of operation. Based on
Genel’s anticipated activities in 2026, the application of our
sustainability strategy in the coming year will include continuing
our established social investment programmes, and ensuring
we maintain our environmental and social performance
in Somaliland.
Genel Energy Annual Report 2025 29
Strategic report Governance Financial statements Other information
Climate-related risks
Genel has been consistent in its messaging in relation to climate-
related risks. Specifically, Genel acknowledges the potential
global impacts represented by climate change, and recognises
the potential subsequent impact on its business.
The most recent forecasts made by the International Energy
Agency (‘IEA’) in the 2025 World Energy Outlook indicate
that oil supply will continue to contribute to the overall global
energy demand to 2050, though will be supplemented by a
greater proportion of non-fossil fuel sources; albeit the specific
contribution of each varies based on the specific IEA policy
scenario. Accordingly, the energy needs of future generations are
expected to be met by a mix of renewables, conventional oil and
gas, and other non-renewable energy sources. Moreover, it is also
highlighted by the IEA that global energy demand has increased
year-on-year, and continues to be met, in part, by oil. As such, a
supply of oil is accepted to remain as an essential contributor to
the overall global energy supply.
During this period, Genel acknowledges the need to develop
future assets in a manner which focuses on emissions while also
delivering a meaningful and positive impact on host country
communities, and it is in this context that Genel sees our role in
contributing to this supply as a socially responsible business.
Greenhouse Gas Emissions Management Standard
Genel’s GHG Emissions Management Standard was developed
and approved by the Board in 2020 and since that time has
provided the foundation for assessing, managing and ultimately
reducing our portfolio emissions profile. The Standard calculates
a life-of-field carbon budget which considers carbon limits under
several climate scenarios, and represents the foundation of our
ambitions for managing and reducing emissions. This has been
successfully applied to Genel’s former operated production
activities in the KRI, in appraisal of Genel’s exploration assets,
and during due diligence of potential future acquisitions.
The central role of the GHG Emissions Management Standard
reflects the ongoing importance that Genel assigns to climate-
related risks, and specifically the management of emissions.
As our business continues to evolve, Genel will continue to
integrate the assessment of GHG emissions in our business
activities, and in our new business pursuits.
2025 GHG emissions profile
Genel reports Global GHG emissions and intensity ratio in
accordance with the requirements of the UK’s Companies Act
2006, and The Companies (Directors’ Report) and Limited
Liability Partnerships (Energy and Carbon Report) Regulations
2018. In addition, Genel is reporting last year’s GHG emissions
data, its underlying energy consumption for 2025 and 2024, the
contribution of UK operations to global energy consumption and
GHG emissions, and information relating to energy efficiency,
in alignment with the additional requirements implemented
as part of the 2018 Regulations for Streamlined Energy and
Carbon Reporting (‘SECR’). The methodology used for reporting
follows guidance provided in the 2015 GHG Protocol Corporate
Accounting and Reporting Standard.
Scope 1 and 2 emissions
Genel has reported Scope 1 and 2 emissions on an equity share
basis since 2020, and we have chosen to continue to do so
in 2025 because reporting emissions generated from both
operated and non-operated production presents the most
transparent representation of our emissions footprint. In 2025,
Genel’s production was met entirely through our non-operated
licences and for this reason, representing our equity share is
particularly important in the context of our current portfolio
emissions profile.
GHG emissions data from non-operated assets are provided by
our joint venture partners, and in 2025 Genel’s emissions data
has been subject to independent limited assurance by ERM
Certification and Verification Services Limited (‘ERM CVS’) for
selected metrics, as presented in the GHG emissions table on
page 31. The 2025 assurance statement and Genel’s methodology
for emissions reporting, which follows guidance provided in
the 2015 GHG Protocol Corporate Accounting and Reporting
Standard, is available on Genel’s website.
Environmental responsibility
Genel acknowledges the risks represented by climate change and given that the energy
demand of future generations will be met by a mix of sources including conventional oil and
gas, we remain aware of the responsibility that our industry will share in helping to address
these risks. Genel continues our support for the recommendations of the Task Force on
Climate-related Financial Disclosures (‘TCFD’) and has provided our responses to these
recommendations within this report. Reflecting on the importance that Genel assigns to the
potential impact of climate-related risks, we have established robust policies and procedures
within the business for assessing and managing these risks.
Beyond the significant challenges associated with managing climate-related risks, Genel also
prioritises the necessary actions required to address the broader suite of environmental
elements relevant to our business activities. We have well-established business-as-usual
measures in place, which aim to minimise impact to the natural environment as we maintain
our commitment to being a responsible business. This chapter will provide an overview of
Genel’s approach to minimising environmental impact, our progress made in 2025 on this
front, and how this will be applied to future activities.
Sustainability
30 Genel Energy Annual Report 2025
Our carbon intensity was 14.4 kgCO
2
e/bbl in 2025, a marginal increase from the previous year, caused by the disruptions to
production activities experienced at the Tawke licence in 2025. The consistent and ongoing performance, maintaining a carbon
intensity with limited variation within our current portfolio, is in part, on account of the ongoing success of the Associated Gas
Injection (‘AGI’) project in place at the Tawke PSC. We can also report that flaring accounted for approximately 64% of the total
Scope 1 emissions relating to production activities, fuel combustion for approximately 35%, process vents less than 1% and fugitive
emissions less than 1%.
GHG emissions (equity based)
2025 2024
Global UK Global UK
Scope 1 emissions (tCO
2
e) 92,141 - 100,098 -
Scope 2 emissions (tCO
2
e) 24 3.5 52 4.3
Associated energy use (kWh) 82,154,347 17,151 92,908,093 20,996
Carbon intensity (kgCO
2
e/bbl) 14.4 - 13.9 -
GHG emissions reduction
A key contributing factor influencing Genel’s GHG emissions profile is flaring during production activities. As a result, gas management
has been a primary focus during previous pre-production activities, and remains a core element of Genel’s emissions reduction strategy,
supported by Genel’s GHG Emissions Management Standard.
During 2025, all Genel’s production activities were contributed by our operating partner in the KRI, DNO, and as part of this joint
venture, the AGI project at the Tawke and Peshkabir fields demonstrates how meaningful reduction in GHG emissions can be achieved
in production activities. Starting in 2020, Phase 1 of the project captured produced gas from the Peshkabir field and transported
this gas, via pipeline, for reinjection at the Tawke field to enhance oil recovery, thereby reducing flaring rates across the Tawke PSC.
Phase 2 of the AGI began in 2023 and allowed for capture and reinjection of the produced gas at the Tawke field, thereby reducing
flaring further. The AGI project continued operations in 2025 and since its inception, has saved over 2.3 million tonnes of CO
2
e
emissions from entering the atmosphere.
Scope 3 emissions
Genel reports Scope 3 emissions on an operational control basis, for the categories assessed to be within our boundary of reporting.
It is noted that, given the variability of Genel’s business activities since ceasing operated production in the KRI, meaningful analysis
of Genel’s Scope 3 profile is limited. The Company will continue to report and monitor Scope 3 emissions, and as operational activities
evolve within our portfolio we will reassess the relevant categories for reporting.
Scope 3 emissions category Total GHG (tCO
2
e)
2025 2024
Category 1: Purchased goods & services
1,273 834
1
Category 2: Capital goods 0229
Category 3: Fuel & energy related activities 31 54
Category 6: Business travel 605 298
1
Category 7: Employee commuting 17 17
Total scope 3 emissions (operational control) 1,926 1,432
1
1
Figure revised from Genel’s 2024 publication
Genel Energy Annual Report 2025 31
Strategic report Governance Financial statements Other information
Portfolio resilience
Genel periodically reviews its portfolio to assess its resilience to
fluctuations in oil price and carbon taxes. Each year we evaluate
our producing assets using the variables presented in common
scenarios outlined by the IEA in their annual World Energy
Outlook. The intention is to assess Genel’s business to ensure
that our assets remain competitive when stress-tested against
future changes in carbon taxes and oil prices.
In 2025, the IEA no longer included the Announced Pledges
Scenario, which had been considered as the most applicable in
previous analysis by Genel. Moreover, the IEA’s newly announced
Current Policies Scenario is viewed to offer a conservative
outlook for future energy-related policies and carbon taxes.
Therefore, to provide more meaningful analysis of the resilience
of Genel’s current portfolio we have evaluated our business
under a hybrid scenario using the variables provided by more
ambitious IEA scenarios. Firstly, by applying oil price from
Genel’s base case and carbon tax rates provided in the Net Zero
Emissions (‘NZE’) scenario, and secondly, applying a blend of oil
price provided by Stated Policies Scenario (‘STEPS’) and NZE,
with carbon tax rates provided by the NZE.
For the purpose of the analysis, we have applied a base case
scenario that assumes a Brent oil price of $75/bbl and no
carbon tax, on account of our assets being located in regions
where such tax is currently not applicable, and with the time
horizon for our analysis of 2035 corresponding with Genel’s
horizon for our existing assets. Under the first hybrid scenario
described above, it was calculated that Genel’s margin would
erode to 97% and 95% respectively between 2030 and 2035,
which helps demonstrate not only the conservative nature of
Genel’s base case, but also our resilience to the conditions of
this blended scenario. Moreover, even under the second - more
stringent - hybrid scenario; applying NZE variability in both oil
price and carbon tax, Genel’s margin remained at 86% and 67%
respectively between 2030 and 2035, against the base case
margin. This has helped indicate that fluctuating crude prices
and punitive carbon taxation will result in a manageable impact
on our margin even when stress tested against more ambitious
scenario variability. Genel will continue to evaluate our portfolio
using these scenarios in order to better understand the
resilience of our business during the anticipated global climate-
related changes.
Transparency and climate disclosures
Genel’s annual sustainability reporting remains the principal
means for Genel to publicly communicate its approach and
progress in relation to managing climate-related risks, and
in doing so demonstrates our commitment to transparency.
Moreover, Genel continued to make public climate-related
disclosures throughout the year with established international
sustainability organisations. In 2025 we were pleased to
maintain our CDP Climate Change score of B for a fourth
consecutive year, which continues to show the consistency
of our commitment to managing climate-related risks.
Furthermore, we also continued our annual voluntary disclosure
to the UN Communication on Progress (UN CoP).
Climate-related risks
Identification, assessment and mitigation of climate-related
risks are incorporated into Genel’s wider business strategy and
specifically included within Genel’s formal risk management
process and subject to regular review and updates through
Genel’s internal risk management working group.
During 2025, the assessment of climate-related risks aimed to
identify the relevant and material risks; both pertaining to the
current business and known operating environment (routine
risks) and to potential future operations and environments
(emerging risks). Through this assessment, and as part of
Genel’s progress guided by the TCFD recommendations, during
2025 the climate-related risks and opportunities applicable to
Genel were assessed in the context of Genel’s current business
and operating landscape. Climate-related risks were considered
under two broad categories: transition risks; those associated
with the current shift towards lower carbon energy, and physical
risks; being the potential risks resulting from the observed
and anticipated changes in global climate, and the subsequent
changes to Genel’s operating environment.
Sustainability Environmental responsibility
100% 100%
Base case
$75/bbl
No carbon tax
97%
95%
Base case with NZE carbon tax
$75/bbl
$25-50/t carbon tax 2030-35
86%
67%
Hybrid with NZE carbon tax
$67-57/bbl
$25-50/t carbon tax 2030-35
2030 2035 2030 2035 2030 2035
Climate scenario analysis: impact on margin between 2030 and 2035
32 Genel Energy Annual Report 2025
Climate-
related risk
Detail
Time
horizon
Potential
consequence
Current
controls
Transition risks
Reputational
risks
Negative perception of the
oil industry’s environmental
impact may affect relationships
with shareholders, investors,
and employees.
SHORT-TERM
Reduced capital availability
for equity and debt,
increased cost of capital, or
affecting ability to attract or
retain employee talent.
Transparency in reporting
environmental performance,
an ongoing focus on staff
retention, and review of
climate-related risks and
opportunities identified by
Genel as they evolve.
Current and
emerging
regulation
Increasingly strict regulations
on GHG emissions, such as
carbon taxes, emissions trading
schemes, environmental
authorisations, and mandatory
disclosure requirements.
MEDIUM-TERM
Regulatory penalties,
increase operational
costs and limit
growth possibilities.
Screening of emerging,
applicable changes to the
regulatory framework.
Scenario analysis and
annual stress-testing Genel’s
portfolio against common
IEA scenarios.
Legal
risks
Potential litigation risk
from stakeholders and local
communities, relating to climate
change or environmental
damage, or in relation to
greenwashing claims.
Financial penalties or
reputational harm.
Screening of emerging
regulatory frameworks and
internal review of relevant
cases in industry.
Market
risks
A decline in oil demand on
account of lower-carbon
alternatives resulting in
potential loss of revenue.
Restricted access to financing,
with implications for Genel’s
ability to raise capital.
Revenue loss from lower
prices and ultimately
potentially stranded assets.
Application of Genel’s
GHG Management
Standard to assess carbon
intensity, to maintain
market competitiveness
and profitability through
assets with life-of-field
carbon intensity below
industry average.
Physical risks
Acute
physical
risks
Increased frequency and
severity of extreme weather
events (e.g. flooding events,
heatwaves, high intensity
storms), or availability of water
resources while operating in
water scarce regions at risk of
drought conditions.
SHORT-TERM
Restricting operations
or the ability to mobilise
to assets and therefore
impacting revenue.
Application of ESIAs
during inception of
asset development,
to identify necessary
operational environmental
management measures.
Specific operational risks
subject to ongoing review
within asset risk register,
and operational and
financial contingency made
for such events.
Chronic
physical
risks
Longer-term climate changes,
potentially impacting Genel’s
current regions of operation and
reducing the potential regions
in which Genel could operate
(e.g. temperature changes,
desertification, or sea
level rises).
LONG-TERM
Reduced potential
regions for new business
and potential costs for
existing assets.
Inclusion of climate-
related screening tools
in new business due
diligence to provide a high-
level assessment.
Genel Energy Annual Report 2025 33
Strategic report Governance Financial statements Other information
Climate-related opportunities
Throughout the transition anticipated for future global energy supply, Genel has identified ways in which it could potentially leverage
climate-related opportunities in order to better position itself in a lower carbon energy market, to enhance the future-proofing of its
business, and to position itself to support securing future capital. During 2025, a review was made to assess the potential climate-
related opportunities which could be applicable to Genel’s business, and these are detailed below.
Climate-related opportunities
Detail Means of leveraging opportunity
Strong climate
performance
Sustainability and climate considerations
within investment decisions and a focus on
strong climate performance will help position
Genel to retain shareholder interest and
secure future investment.
A focus on low emission intensity, low production
costs, investment in carbon-reduction technology, and
strong sustainability performance more broadly at
operated activities.
Carbon and
emissions reduction
In a transitional market with a direction
of travel to lower carbon energy,
positioning Genel as a leader in emissions
reduction solutions.
Investing in Carbon Capture and Storage (‘CCS’)
technologies, and leverage existing subsurface expertise
and infrastructure. Ongoing investment in the successful
AGI project at the Tawke licence, providing effective
carbon abatement.
Stakeholder
relations
Transparent reporting, and proactive climate
action can strengthen relationships with
communities, investors, staff, and regulators,
supporting Genel’s social license to operate.
Ongoing integration of Genel’s sustainability reporting
in our Annual Report including GHG equity share
reporting. Ongoing priority given to Genel’s community
engagement activities for operated activities, and
investment in social projects.
Climate resilient
assets
Continued investment in robust assets, which
indicate resilience and are able to adapt to
climate-related risks.
Ongoing review of life-of-field GHG emissions profile and
investment in assets profitable in low oil price scenarios.
Sustainability Environmental responsibility
34 Genel Energy Annual Report 2025
Managing the natural environment
The critical importance of preserving the natural environment is not underestimated by
Genel and accordingly, one of the strategic priorities identified in our sustainability strategy
is minimising environmental impact. We strive to conduct our business in such a way that
minimises environmental disruption and impact, and we have previously demonstrated
robust performance on this front during our operated pre-production activities in the KRI.
Although our operated activities have reduced in scope over the past two years, the principles
of environmental management remain embedded in our business and are applied in equal
rigour to our exploration activities, and in the assessment of new business opportunities.
Genel’s approach to environmental management has been
structured around reducing resource and water use, managing
waste, preventing pollution, maintaining air quality, and the
protection of biodiversity. Accordingly, our established approach
comprises the following pillars:
— Environmental Social Impact Assessments
— Prudent water management
— Robust waste management practices
— Spill response preparedness
— Continuous air quality monitoring
— Protecting biodiversity
Environmental Social Impact Assessments
(‘ESIAs’)
The ESIA process provides the basis to Genel’s environmental
due diligence and helps to protect both the natural and the built
environment. An ESIA will precede any development activities
in order to identify potential impact from proposed activities,
and will detail the necessary actions required to mitigate these
impacts. This process forms an essential part of our business
and includes the following:
— Stakeholder engagement: an opportunity for prior and
informed discussion with all potentially affected stakeholders
in advance of project approvals.
— A baseline assessment: to establish the environmental
and social baseline conditions prior to the presence of
any activities.
— Impact assessment: to assess the scope and scale of
development activities and the potential impact to the
baseline environmental and social conditions.
— An Environmental and Social Management Plan (‘ESMP’):
developed to monitor and respond to the potential
environmental, social, and human rights impacts identified in
the ESIA.
— A grievance mechanism: to provide local affected
communities with an avenue to voice grievances that may
arise, associated with any project development.
By ensuring that development activities are preceded
by a comprehensive ESIA allows Genel to implement the
necessary mitigation measures to preserve the integrity of the
environment, and to integrate the views of communities in the
areas in which we operate. Genel follows the guidance provided
by the International Finance Corporation (‘IFC’) throughout this
process, which also allows us to meet demands from local host
governments. We pride ourselves on the application of these
best-practice international standards, which will remain at the
core of our social and environmental responsibility.
Genel’s activities in relation to the Somaliland exploratory well
Toosan-1, at block SL10B13, have been guided by the project’s
ESMP which was developed as part of the project ESIA, and this
management plan remains in place for all future work planned
for the exploration activities in Somaliland.
Water management
In the context of the water-restricted regions in which Genel is
present, and in acknowledgement of the progressively increased
focus on global water resources, water management forms a
key priority of our commitment to environmental responsibility.
This commitment considers the availability of water, the needs
of our host communities, and responsible water disposal.
As planned activities in Somaliland develop, we will continue to
focus on our existing water management practices to ensure
that these remain fit-for-purpose in the dynamic and unique
operating conditions of this region. Water management remains
a key priority for Genel and remains embedded in our HSE
Management System. Furthermore, we maintain our public
disclosures on water management; in 2025 achieving a CDP
Water Security score of C.
Waste management
The nature of Genel’s operational activities requires a strong
focus on waste management. Accordingly, established
waste management practices are applied to all exploration
activities, and had previously been applied to our operated
pre-production assets in the KRI. These practices are applied
to Genel’s operated activities and are acknowledged to
represent a core element of minimising impact to the natural
environment. Elements of Genel’s established approach include
waste segregation, on-site waste treatment, and responsible
restoration and remediation. In 2025, Genel undertook an
inventory of stored legacy drilling samples and cuttings and
successfully supported the safe disposal of samples in line with
appropriate handling and environmental requirements.
In advance of the planned field activities for Somaliland,
consideration of waste management practices will form part
of the planning process, and establishing a waste management
supply chain in this region will help Genel meet the high
standards which we have previously achieved.
Genel Energy Annual Report 2025 35
Strategic report Governance Financial statements Other information
Spill response capability
Genel recognises the potential risk represented by spill events
within our industry, and because of this we maintained tier 1
and tier 2 oil spill response capability for the entire period while
operating production activities in the KRI. While we acknowledge
that the relevance of this risk has decreased proportionally with
the reduction in the scope of Genel’s operated activities, we
maintain the commitment that this will be scaled up accordingly
as our business evolves.
Air quality
The importance of maintaining safe air quality in the vicinity
of field operations has always formed a key element of Genel’s
environmental management practices. During previous
operations in the KRI regular monitoring was in place to protect
nearby communities and site personnel. This same standard
was applied during field activities in Somaliland, and the robust
practices we have developed - and which form part of our
revised HSE Management System - will be applied for all future
exploration and production operated activities.
Protecting biodiversity
Protecting biodiversity has long been identified by Genel
for its critical importance to support the preservation of the
natural environment, and this has been formally embedded
in Genel’s business with the development of our Biodiversity
Management Standard. The Standard defines the approach to
be taken by Genel in relation to the assessment, mitigation, and
management of biodiversity issues relating to all our activities.
Central to our approach to biodiversity management is the
development and implementation of a Biodiversity Management
Plan (‘BMP’) during the ESIA phase. This provides a framework
for managing project-specific risks relating to biodiversity, and
details the necessary measures required to mitigate these risks.
This was most recently applied in the civil infrastructure work
completed as part of the preparation for drilling activities in
Somaliland and will continue to be applied to the field activities
planned in this region. Moreover, considerations of biodiversity
are applied in Genel’s assessment and viability of potential
future acquisitions.
Managing environmental material topics
The following table presents the policies and procedures
applied in the management of the environmental material
topics covered in this chapter, and which support the following
strategic priorities:
Minimising environmental impact
Reducing GHG emissions profile
Robust ESG compliance
Material
topic
Applicable policy
or procedure
GHG emissions — GHG Emissions
Management Standard
— GHG accounting & reporting
— CDP Climate Change submission
— Equity-share Scope 1
emissions reporting
—Alignment with
TCFD recommendations
Water and
wastewater
management
—HSE Policy
— HSE Management System
— Environmental procedures
— CDP Water Security submission
Ecological
impact
— Biodiversity Management Standard
—HSE Policy
— Biodiversity Management Plans
Air quality — Environmental Social
Impact Assessments
— Environmental Social Monitoring Plan
— Routine continuous air quality
monitoring at operated
production assets
Sustainability Environmental responsibility
36 Genel Energy Annual Report 2025
TCFD disclosures
Genel supports the recommendations of the Task Force on Climate-related Financial
Disclosures (‘TCFD’), which aims to increase transparency of climate-related risks, and
Genel welcomes the opportunity to provide responses to these recommendations as
part of this report, and in doing so in 2025, we also acknowledge the alignment of these
recommendations with the International Sustainability Standards Board (ISSB) Standards.
TCFD
Recommended Disclosures Genel response
Disclosure
level
TCFD Recommendation: Governance
a) Describe the Board’s oversight of climate-related risks and opportunities
Processes and frequency by which
the Board are informed about
climate-related issues
Climate-related topics are included in Genel’s Board meeting agendas at
least once a year and occurred in March 2025. Moreover, Genel’s independent
third-party assurance of annual GHG emissions is also included within Genel’s
assurance plan which is approved by the Audit Committee. However, the Board
is also informed more frequently throughout the year on account of Genel’s
quarterly ESG meetings held by Genel’s ESG Manager, which provide regular
updates to Genel’s Executive Committee. Genel’s CEO is in attendance at these
meetings, which allows for relevant climate-related information to be escalated
for the attention of the Board, as required. In 2025, these meetings included an
evaluation of Genel’s GHG emissions performance, revisions to Genel’s climate-
related risks and opportunities, and other relevant climate-related issues.
¦
Board consideration of
climate-related issues when
making decisions
The management of climate-related risks and opportunities is incorporated into
Genel’s corporate risk management process, and as such, embedded into our
wider business strategy. Responsibility for the management of sustainability
risks, and monitoring of other climate-related topics is integrated into Board
oversight through the roles of the Chair and CEO. The Board considers climate-
related issues when reviewing and guiding overall strategy, considering major
plans of action, business plans and budgets, and overseeing major capital
expenditure or acquisitions.
Board monitoring of progress
against goals and targets for
addressing climate-related issues
Genel continued to include climate-related topics within the ESG component
of the Company’s annual performance scorecard in 2025, which allows
monitoring of progress against a range of ESG topics including climate-
related issues, with details of this process provided on pages 83 of this
report. GHG emissions performance is monitored by the Board on at least
an annual basis and is also applied as part of internal due diligence of
future acquisitions. For Genel’s joint venture partnerships, Genel monitors
the progress of climate-related issues on an annual basis, including
emissions performance.
Disclosure level key
¦
Disclosures consistent with TCFD recommendations
¦
Actions identified for consistency with TCFD recommendations
Genel has considered our ‘comply or explain’ obligation under
the UK’s Financial Conduct Authority’s Listing Rule LR 22.2.24
to 22.2.29, as well as the TCFD’s guidance for All Sectors
and Guidance for Non-Financial Groups. Of the TCFD’s four
Recommendations and eleven Recommended Disclosures, we
consider that the following disclosures are consistent with the
TCFD Recommended Disclosures:
— Governance recommended disclosures (a) and (b);
— Strategy recommended disclosures (a) and (c);
— Risk Management recommended disclosures (a), (b) and (c); and
— Metrics and Targets recommended disclosures (a) and (b).
During 2025, Genel was pleased to make progress in relation
to the recommended disclosures listed below, and has also
identified further actions to be taken in order to address, and
ultimately make disclosures consistent with, the recommended
disclosures relating to:
— Strategy recommended disclosure (b); and
— Metrics and Targets recommended disclosure (c).
To address where Genel considers that our disclosure is
either not currently compliant with the TCFD recommended
disclosures, or where we consider further improvements can
be made against compliant disclosures over the next two
years, we have provided a relevant narrative in the applicable
disclosures below.
Genel Energy Annual Report 2025 37
Strategic report Governance Financial statements Other information
TCFD
Recommended Disclosures Genel response
Disclosure
level
TCFD Recommendation: Governance
b) Describe management’s role in assessing and managing climate-related risks and opportunities
Organisational structure,
with internal climate-related
responsibilities and reporting duties
Genel’s Executive Committee, which is chaired by the CEO and ultimately
reports to the Board, oversees implementation of the approved sustainability
strategy, which includes the identification, assessment and management of
climate-related risks and opportunities. The Executive Committee is informed
regularly through formal updates from the ESG Manager. The ESG Manager’s
responsibility within the business is to collaborate with the applicable business
functions (e.g. head of function or Asset Managers) on climate-related issues,
and report to the Executive Committee and Board on relevant matters.
¦
Processes of informing
management about
climate-related issues
The ESG Manager is responsible for developing and implementing the annual
ESG workplan and formally reports directly to Genel’s Executive Committee
at least once each quarter and furthermore, reports on a weekly basis to the
CHRO, who can escalate any climate-related topics to Executive Committee
as required. The ESG Manager is also advised by external specialists when
needed, to ensure Genel remains informed of emerging climate-related
issues relevant to Genel’s business. For example, third-party consultants and
specialists have been engaged to provide guidance on emerging climate-
related disclosures and regulations which remained applicable to Genel
in 2025.
How management monitors
climate-related issues
Information, and communication of progress, in relation to climate-related
matters is conveyed by the ESG Manager to the Executive Committee,
and progress of the annual ESG workplan is presented as part of this
communication throughout the year. This progress is, in turn, escalated to the
Board by the CEO. The ESG Manager receives information relating to climate-
related matters from a variety of different sources, including third-party
advisers where necessary, as well as updates from internal teams on progress
against climate-related matters.
TCFD Recommendation: Strategy
a) Describe the climate-related risks and opportunities the organisation has identified over the short, medium, and long-term
Description of time horizons of
climate-related risks and relevant
climate-related issues
For the purpose of Genel’s assessment of climate-related risks and
opportunities, presented on pages 33-34 , short term is defined as one
to three years, medium-term as three to five years, and long-term as
five years and beyond. These timelines correspond with our financial
planning, and can assist with proactively mitigating and managing climate-related
risks while also providing us with the foresight to take advantage of new future-
fit opportunities.
¦
Description of specific
climate-related issues potentially
arising in each time horizon and
process to determine material
risks and opportunities
In 2025, Genel reviewed its assessment of climate-related risks across the
time horizons described above, the results of which are set out on pages
33-34. Genel continuously reviews major risks and opportunities to which
its operations are exposed in our respective regions of operation, and this
is achieved through an internal risk working group, and by leveraging local
in-country expertise and industry knowledge. Climate-related opportunities
realised in 2025 continued to be provided by the emissions abatement
initiatives and technology deployed at the non-operated Tawke asset, which
included the ongoing AGI project. Genel has also conducted a regulatory
applicability review to inform the emergence of new climate-related risks or
opportunities which could be applicable to our business.
Sustainability Environmental responsibility
38 Genel Energy Annual Report 2025
TCFD
Recommended Disclosures Genel response
Disclosure
level
b) Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy,
and financial planning
How climate-related issues serve
as an input to their financial
planning process
Genel has considered the impact of climate-related issues on our business,
strategy, and financial planning, and we acknowledge that access to capital
may be impacted by reputational concerns as a result of climate-related issues.
Expenditure on emissions abatement projects at Genel’s non-operated assets
is considered within Genel’s annual budgeting process, and is reflected in the
valuation of assets in Genel’s accounts. However, we acknowledge that in
2025, Genel has not fully assessed the potential impact of climate-related risks
and opportunities in our financial planning in relation to operating costs and
revenues, capital expenditures and capital allocation, acquisitions or divestments,
and access to capital.
Genel undertook an appraisal of the relevant physical and transition-related
climate risks and opportunities in the context of our current and emerging
business, which is shown on page 33-34 of this report. In continuation of the
progress made in 2025 and in context of the target period phased roll-out
highlighted the UK government’s TCFD-aligned disclosure application guidance,
Genel intends to assess the revised risks and opportunities and the implications
for Genel’s future financial planning process.
¦
Impact on strategy, business,
and financial planning
Genel’s GHG Emissions Management Standard, as described on page 30 of this
report, underpins Genel’s approach to incorporating climate-related risks and
opportunities, and ensures they remain integrated in our broader strategy and
financial planning. The Standard calculates a life-of-field carbon budget which
considers carbon limits under several climate scenarios. The intention of the
Standard is to understand life-of-field carbon emissions, to seek opportunities
to reduce emissions, maintain below industry average carbon intensity, and
to embed a culture of assessing and mitigating climate-related risks into our
business activities. This has been applied to exploration and production assets,
and implementation of the Standard informs strategic and financial decisions in
relation to potential new acquisitions.
Impact on supply chain Genel’s 2025 Scope 3 emissions are presented on page 31 of this report and
Genel’s intention of assessing our supply chain in this manner is to monitor its
supply chain emissions profile in order to understand any trends or necessary
changes required from our supply chain engagements. Moreover, Genel
developed an ESG supply chain roadmap which provides the steps required
to encourage engagement with contractors to increase awareness of ESG
risk with their own operations and will be applied in line with the evolution of
Genel’s business.
Impact on acquisitions
or divestments
Genel’s climate scenario analysis, shown on page 32, allows Genel to assess
the resilience of our business under a range of climate scenarios, and
furthermore, Genel’s GHG Emissions Management Standard is also applied
to Genel’s potential new acquisitions, to understand potential climate-
related risks associated with these acquisitions (e.g., the requirement of
emissions abatement measures in order to align with Genel’s GHG Emissions
Management Standard).
Impact on adaptation and
mitigation activities
Genel’s emissions reduction efforts focus on effective design, efficient
operations, and responsible energy use, so that Genel’s asset development
plans are sustainable from both an economic and a climate perspective.
The key contributing factor influencing our GHG emissions profile is flaring
and because of this, gas management remains a primary element of Genel’s
emissions reduction strategy. An example of this is that with our joint
venture partner and operator of the Tawke PSC, DNO, Genel has been part
of a successful gas injection project in the KRI. Since 2020, the project has
successfully captured over 2.3 million tonnes of CO
2
e from operations at the
Tawke licence.
c) Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including
a 2°C or lower scenario
Description of the resilience of
Genel’s strategy to climate related
risks and opportunities, taking into
consideration different climate
related scenarios
Genel evaluates its producing assets each year against common scenarios
updated annually by the IEA in their annual World Energy Outlook, with the
intention of assessing our business to ensure that our portfolio remains
competitive when stress-tested against variable carbon taxes and oil prices.
Genel’s 2025 assessment is provided on page 32 of this report.
¦
Adapting our strategies The scenario analysis is repeated on an annual basis by Genel, and the
results of our climate scenario analysis are intended to aid decision making,
with respect to Genel’s broader strategy. Genel will continue to enhance our
climate scenario analysis and use the results to inform decision making of our
broader strategy, and crucially, in consideration of new business acquisitions.
Genel Energy Annual Report 2025 39
Strategic report Governance Financial statements Other information
TCFD
Recommended Disclosures Genel response
Disclosure
level
TCFD Recommendation: Risk management
a) Describe the organisation’s processes for identifying and assessing climate-related risks
Description of process for
identifying and assessing
climate-related risks
Identification of climate-related risks follows the processes described in
Genel’s risk management framework, presented on pages 16-22 of this report.
In summary, Genel’s approach involves the following:
— The Board and Executive Committee identify potential risks that may impact
delivery of the Company’s strategy and business objectives
— The resulting Principal Risks form the framework for Genel’s risk management.
In 2025, climate-related risks are included under the Principal Risk of
‘Environmental, Social, Governance Expectations’
— The identified Principal Risks (including climate-related risks) are regularly
monitored throughout the year by Genel’s risk working group to ensure the
assessment remains valid and fit for purpose. Climate-related issues were
included as a standalone category within this process. This assessment aimed
to identify the relevant and material risks, both pertaining to the current
business and operating environment (routine risks) and to potential future
operations and environments (emerging risks)
— Genel’s Principal Risks are reviewed, and updated if needed, every year
Once climate-related risks have been identified, the impact of these risks
are assessed by evaluating existing mitigation measures. Based on this
assessment, Genel designs and implements controls to mitigate any residual
potential impact. The size and potential scope of the impact of climate-related
risks, and control measures, are managed at Genel by the ESG Manager.
The outcome of this assessment is shared with the Executive Committee,
which in turn raises these matters, when applicable, with the Board.
¦
Current and emerging
regulatory requirements
Following identification of climate-related risks, Genel periodically monitors
the evolution of these risks to assess whether the existing management
controls remain appropriate in consideration of the evolution of the risk, or
changes to Genel’s business. In order to position itself to be able to integrate
future regulations into our broader strategy, Genel engages independent
third-parties to undertake a review of climate-related regulations applicable
to Genel. The purpose of such engagements is to understand the emerging
sustainability regulations that will be applicable to Genel’s business. A review
completed in 2023 remained applicable in 2025 and provides Genel reference
to map the timeline of future regulatory requirements.
b) Describe the organisation’s processes for managing climate-related risks
Process of managing
climate-related risks
Genel considers climate-related risks under ESG risks, and the risk owner is
the CEO, who is a member of the Board. The CEO is supported by the ESG
Manager who develops the annual ESG workplan which includes relevant
climate-related elements. The progress of the workplan is communicated
through periodic updates to the Executive Committee, and in turn, with
the Board. For each identified risk, the Board sets clear executive-level
accountability, the appropriate risk management action, the appropriate
level of assurance to be obtained, and the monitoring and reporting to
be delivered.
The materiality of climate-related risks to Genel’s business is assessed
periodically through a materiality assessment, which involves obtaining the
views of Genel’s stakeholders on the relevance of climate-related issues in
the context of broader sustainability topics. Over the past two years Genel
has undergone a transition from production being met by a blend of operated
licences and non-operated partnerships, to a business where production
is met entirely through our non-operated joint ventures. On account of the
evolution of the business since 2023 Genel’s material topics were reviewed in
2025 and resulted in the development of Strategic Priorities provided on page
28 of this report.
¦
Sustainability Environmental responsibility
40 Genel Energy Annual Report 2025
TCFD
Recommended Disclosures Genel response
Disclosure
level
c) Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation’s
overall risk management
Integration of
climate-related risks
The Board conducts a robust assessment of the Principal Risks facing
the Company at least annually, which focuses on risks that could impact
our business model, strategy, solvency, liquidity, future performance and
reputation of the Company, with climate-related risks included in this process.
The Board also reviews and monitors the risk management and internal
control systems, and each such review covers all material controls, including
financial, operational and compliance controls.
The risk owner for climate-related risks is the CEO, who is supported by the
ESG Manager. This allocation of responsibilities allows for the assessment of
climate-related risks to be integrated into Genel’s broader risk management
discussions with the Executive Committee and Board. The identified climate-
related risks are managed through implementation of the ESG strategy and
supported by the annual ESG workplan, therefore allowing Genel to adapt to
emerging climate-related trends while also responding to changes in Genel’s
business. Physical climate-related risks applicable to Genel are identified
through internal workshops with Genel’s risk working group and Genel’s
Executive Committee, and supplemented by external advisory support
when required.
¦
TCFD Recommendation: Metrics and targets
a) Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and
risk management process
Metrics used to assess the impact
of climate-related risks, and metrics
used to monitor and progress
against risks and opportunities
Scope 1, Scope 2, and Scope 3 GHG emissions (tonnes CO
2
e), and equity
share carbon intensity (kgCO
2
e/bbl) are presented on page 31 of this report.
Genel’s emissions are calculated in line with the GHG Protocol and our Scope
1, Scope 2 and carbon intensity figures are subjected to assurance from an
accredited third-party assurance provider. In relation to water-related climate
risks, we report freshwater withdrawals and produced water reinjected (cubic
metres), though these metrics are only relevant to operated activities (i.e., not
reported on an equity share basis).
As Genel business evolves, we will review these established metrics in the
context of the applicable material physical & transition related climate risks
and opportunities.
¦
Board or senior
management
incentives
Sustainability has been integrated into the incentives of all Genel employees,
including Executive Directors and Senior management, through inclusion of
the ESG performance in Genel’s corporate scorecard. ESG KPIs within the
scorecard include maintaining climate-related external ratings, which in 2025
required maintaining a CDP Climate Change score of B. The outcome of the
ESG workplan continues to be embedded in the remuneration schemes for all
employees by representing a percentage of the total annual bonus.
Integration of internal carbon price
to assess climate-related risks
Genel’s latest climate scenario analysis is presented on page 32 of this report
and applies the carbon tax for common scenarios provided by the IEA in their
annual World Energy Outlook. In 2025, Genel has applied a maximum carbon
price of $75/bbl in our scenario analysis.
Genel Energy Annual Report 2025 41
Strategic report Governance Financial statements Other information
TCFD
Recommended Disclosures Genel response
Disclosure
level
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the related risks
Scope 1 and Scope 2 emissions Scope 1 and 2 emissions are reported by Genel on an equity share basis and
the Company’s 2025 emissions are presented on page 31 of this report.
¦
Scope 3 emissions The applicable categories for our Scope 3 emissions are presented on page 31
of this report. Genel reports Scope 3 emissions on an operated control basis.
Historical emissions reporting To enable a year-on-year comparison, Genel has provided the 2024 emissions
within this report for our equity share Scope 1, Scope 2, and similarly the
applicable Scope 3 categories are also provided for 2024, for comparison.
Genel has reported Scope 1 and 2 emissions on an equity share basis since
2020, and furthermore since this time, we are pleased to have subjected
our Scope 1 and Scope 2 emissions to assurance from an independent
accredited third-party assurance provider. Each of Genel’s previous annual
and sustainability reports containing this information can be found on
Genel’s website.
c) Describe the targets used by the organisation to manage climate-related risks and opportunities and performance
against targets
Details of climate-related targets
absolute or intensity targets.
Genel reports absolute emissions and the carbon intensity of our portfolio
assets on an equity share basis, with our portfolio being assessed against
the life-of-field carbon budgets outlined in the GHG Emission Management
Standard. Genel has also aimed for a portfolio below the upstream industry
average target, which we continued to maintain in 2025.
As Genel’s business evolves, we will consider additional meaningful targets
that align with changes to our portfolio and our revised climate-related risks
and opportunities. Moreover, we will continue to collaborate with our joint
venture partners in relation to such targets through non-operated activities.
No such targets have been established in 2025.
¦
Sustainability Environmental responsibility
42 Genel Energy Annual Report 2025
Social responsibility
Genel’s commitment to being a responsible business includes our interactions with the
people who could be impacted by our activities. This responsibility extends to the host
communities in our regions of operation, the welfare and safety of our own workforce, and to
the collaborations within our supply chain. The following chapter summarises our approach to
managing the social elements of our business, and details some of the initiatives that Genel
has implemented on this front in 2025.
Health and Safety
It has long been acknowledged that the success of Genel’s business requires a focus on health
and safety to remain at the core of our activities and operations. In 2025, all production
activities were accounted for by our non-operated joint venture in the KRI, and throughout
this period we have worked hard to maintain our unwavering commitment to providing a safe
working environment, and to ensure that the necessary framework is in place to appropriately
manage and mitigate the risks applicable to our business.
In reflection of health and safety being a key component of our
company culture, no Lost Time Injuries (‘LTIs’) were recorded in
2025. This helps demonstrate the emphasis placed on managing
HSE risk, and we have now achieved over 4.7 million work hours
since our last LTI, which occurred in 2021.
HSE Management System
Our approach to mitigating health and safety risks applicable to
our business is detailed in our Health, Safety and Environment
Management System (‘HSE MS’). The HSE MS provides the
framework and documentation required to effectively manage
the health, safety and environmental risks associated with
Genel’s business. Our HSE MS is periodically reviewed to ensure
that it remains fit-for-purpose in the context of our business
model and operational activities. A thorough review of the
inventory of Policies, Standards and Procedures within the
HSE MS was completed the prior year and implemented in full
during 2025.
Any organisational changes applicable to the management
of health, safety and security-related risks throughout the
year were captured and managed through the Management of
Change (‘MOC’) process, supporting effective risk management
and operational control.
Our investigation procedure within the HSE MS was reviewed
and reconciled in 2024, maintaining alignment with industry
best practices. Incident reporting continued to be centralised
through the online Synergi-Life system throughout
2025, enabling effective trend analysis and review of
mitigation controls.
Genel Energy Annual Report 2025 43
Strategic report Governance Financial statements Other information
2025 HSE progress
Genel maintained a strong HSE performance throughout 2025,
reporting another LTI-free year and with zero Total Recordable
Incidents (‘TRI’) or High Potential (‘HiPo’) events. In support
of this performance, the HSE team progressed the annual HSE
plan to 95% completion, and in doing so delivered key initiatives
across the organisation, with further details provided below.
Safety leadership
Genel’s approach to safety is built around safety leadership being demonstrated at the highest levels of our organisation, and
equally empowering safety leadership for all those who work for, and with, Genel. Accordingly, Genel values the safety leadership
events that occurred throughout 2025, which reinforced visible commitment to safety and compliance, and provided constructive
input in the assessment of current risks. Moreover, it should also be noted that safety and security remain as the first agenda item
of every Genel Board meeting, ensuring that these factors are communicated to, and considered by, all levels of Genel’s business.
HSE engagement
An ongoing focus on HSE remains a vital component of Genel’s business, and meaningful engagement with our workforce helps
ensure this focus is cemented in our company culture. During 2025, Genel delivered all-staff quarterly engagement sessions which
included a range of topics applicable to Genel’s current business. These engagements were vital to ensure that safety awareness
and risk management remain at the centre of our business decisions and activities. Furthermore, Genel continued to build HSE
engagement with our joint venture operating partners, through periodic information sharing and reporting.
Fitness to work
The health and wellbeing of Genel’s workforce continued to be a vital component of achieving our business objectives. This is
realised, in part, through comprehensive medical fitness-to-work protocols which aim to identify and address any physical or
psychological issues that may impact job performance or pose potential risks to employees, and that ensure compliance with
statutory health surveillance requirements. Building on the progress made in the prior year, in 2025 Genel ensured full compliance
with the enhanced measures for systematic identification, assessment and management of employee fitness to work. This process
comprises the following:
— Fitness to work processes and systems
— Risk assessment process to focus on what needs to be accomplished
— Legal considerations of what can and cannot be achieved in certain jurisdictions
— Medical control options such as fitness to work tests and examinations, functional capacity evaluations, trade tests, and
special considerations
Emergency Response and Crisis Management (ERCM) simulation
As an agile business operating in dynamic environments Genel is required to apportion appropriate focus to maintain Emergency
Response and Crisis Management capabilities. This is a key element of upholding a safe and resilient working environment, and
throughout the year Genel continued to train its personnel to ensure preparedness in the event of an incident. Genel conducted
a simulation exercise involving key internal and external stakeholders to ensure effective coordination and response capabilities.
The exercise triggered all tiers of Genel’s emergency response framework and, for the first time, integrated our current hybrid
working environment.
HSE assurance
Assurance activities at Genel are considered a critical part
of our health and safety function which promote ongoing
improvements. Our assurance activities involve evaluating
the compliance, capability and effectiveness of systems,
operations and processes, with recommendations from these
assurance activities providing valuable input for Genel’s senior
management team. Genel has adopted a risk-based assurance
process to evaluate conformance against the HSE Management
System in order to identify areas for continual improvement.
HSE audit activity in 2025 included a Level 2 audit of Genel’s
ERCM simulation exercise, and Level 1 audits of Genel’s corporate
offices. Genel’s audit programme going forward will respond
proportionally to operational activity levels.
Sustainability Social responsibility
44 Genel Energy Annual Report 2025
Safety risk mitigation and control
Genel recognises the high-risk nature of the activities associated
with our industry and it is for this reason that we apply the
necessary mitigation measures proportional to the relevant
risks. We continue to implement the hazard identification and
risk management process which remains a foundation of Genel’s
approach to health and safety management. Similarly, the
hierarchy of controls allows Genel to minimise identified risks to
as low as reasonably practicable.
In pursuit of mitigating risks:
the hazard identification and risk
management process employed by Genel
Hazard
identification
Risk analysis
Identify
potential
consequences
Estimate
severity
Estimate
likelihood
Estimate
risk rating
Develop risk
evaluation
Risk control
and mitigation
Elimination
Substitution
Engineering controls
Administrative
controls
PPE
Physically
remove
the hazard
Least effective
Most effective
Replace
the hazard
Isolate people
from the hazard
Change the way
people work
Protect the worker with
Personal Protection
Equipment
In pursuit of controlling identified risks:
the hierarchy of controls adopted by Genel
Genel Energy Annual Report 2025 45
Strategic report Governance Financial statements Other information
Sustainability Social responsibility
People and diversity
As an agile business, it is our talented and dynamic workforce that provides Genel the means
for achieving our strategic objectives. Our employees not only share our collective goals and
ambitions, but also the values of our socially responsible business. Our performance relies on
attracting and retaining the best global talent and moreover, we consider that the diversity of
our workforce contributes to realising this performance and achieving our objectives. In 2025,
Genel was assured by the stable workforce it maintained, and we were pleased to implement
new initiatives to improve employee development, appraisal, and performance.
Workforce diversity
Genel’s global footprint has naturally resulted in a diverse
workforce, and we welcome the broad range of views and
collaborations that this provides. We are committed to gender
and cultural diversity throughout our workforce and consider
that this remains a key attribute of our business. In 2025,
our workforce was represented by ten different nationalities
across three regional offices: with 27 employees in Türkiye,
24 in the UK, and 23 in Somaliland. Furthermore, Genel values
the continuous promotion of women into leadership positions
across all levels of the Company, with women representing 30%
of our total workforce, making up 20% of Board positions, 20%
of the Executive Committee, and 18% of management positions
in 2025.
Diversity and Equal Opportunities Policy
Genel is committed to promoting equality of opportunity for all
staff and job applicants. We aim to create a working environment
in which all individuals can make the best use of their skills, free
from discrimination or harassment, and in which all decisions
regarding recruitment, promotions, training opportunities and
remuneration are based solely on merit. In reflection of this
commitment, we have developed a formal structure to provide
guidance to current and new employees.
The foundation of this structure is Genel’s Diversity and Equal
Opportunities Policy, last revised in 2024 to ensure that it
adequately reflected the broader business environment and
Genel’s evolving organisation. This policy, which is publicly
available on Genel’s website, helps support our commitment to
diversity, with training being delivered to all employees at the
start of their employment, and which details diversity factors
which are crucial when building an effective and talented
workforce throughout the organisation. The application of this
policy aims to ensure that every employee regardless of their
background, is valued and is provided with equal opportunities
for professional growth, free from discrimination or harassment.
Furthermore, in 2025 Genel developed an internal guidance
document to ensure that our partners support Genel’s process
on equality in our recruitment process.
Nationalities represented in Genel
Employee nationality
American 1
British 20
French 1
Iranian 1
Iraqi 1
Irish 1
Norwegian 1
Somalilander 20
Turkish 27
Ethiopian 1
Total 74
Where are our teams based
Office location
Istanbul, Türkiye 27
London, United Kingdom 24
Hargeisa, Somaliland 23
Total 74
Employee benefits
Genel is committed to providing a competitive compensation
package and this is benchmarked through annual market reviews
which enable the Company to attract and retain the talented
and driven workforce required for Genel to achieve its strategic
objectives. These market reviews collect data from external
consultancies to analyse and compare each respective position’s
level and pay.
Our recruitment and salary review is an important process to
ensure that we make hiring and promotion decisions based
on merit, and wherever possible Genel provides competitive
industry pensions in our regions of operation with contributions
that are shared by both the employer and employee, to
contribute to future financial planning.
46 Genel Energy Annual Report 2025
Hybrid working
Genel continues to implement its hybrid working model at all
our corporate offices. This provides flexibility to our employees
and aims to support a work-life balance that emphasises the
need to manage work and personal commitments. Moreover, we
are aware that this approach to working remains an important
factor in attracting and retaining talent.
Maternity and paternity allowances
Genel provides parental leave policies in each of its corporate
locations, and these are designed to facilitate flexibility for
both men and women. Moreover, Genel’s shared parental leave
policy allows for extended paternity leave to be taken as part
of a shared allocation, if requested. Genel’s employee who
took maternity leave in the reporting year returned to work
within 2025.
Employee wellbeing
The importance of employee wellbeing is not underestimated
by Genel, and in acknowledgement of the critical role that
our workforce contributes to our success, we have developed
and implemented bespoke initiatives to help support personal
wellbeing across our workforce. In 2025, Genel continued the
internal programme that had been refreshed the prior year and
rolled out a series of new initiatives focusing on physical and
mental wellbeing, under Project InComm.
Project InComm
Throughout the year Genel was pleased to deliver several
initiatives as part of Project InComm, with the objective
of strengthening internal communication and employee
engagement across the organisation. As part of this initiative
the entire month of May was dedicated to a focus on personal
wellbeing, with interactive sessions on employee mental
health, and encouraging physical wellbeing activities.
More broadly, Project InComm also delivered a revised corporate
communication handbook and the launch of Genel’s internal
intranet platform.
Employee health and fitness to work
An element of Genel’s focus on employee wellbeing is detailed
in the IOGP guidance for ‘Fitness to work’. This provides a
structured process for systematic identification, assessment and
management of risks associated with tasks that place specific
demands (physical and psychological) on employees. To further
enhance the wellbeing of our workforce, where appropriate
we ensure access to non-occupational health services through
medical insurance plans, tailored to the specific locations in
which we operate. Details of Genel’s current fitness to work
programme is detailed on page 44 of this report.
Managing Genel’s workforce
The nature of Genel’s business requires agility in managing our
workforce, and where a reduction in workforce is necessary,
this is always through consultation with affected employees
and in line with the relevant jurisdictions. Genel maintained a
stable workforce throughout 2025 which enabled a retention of
key staff and capabilities in the business. As Genel’s business
evolves, our ability to contract and expand our workforce
as business conditions dictate has been demonstrated
previously, while preserving a core team structure to respond to
future changes.
In a reflection of Genel’s focus on employee welfare, in 2025
we saw only a single employee voluntarily leaving the business
and thereby maintaining single digit voluntary turnover for a
fifth consecutive year. We are also pleased to see a continued
longevity of service for full-time staff, with 52% of Genel’s
employees staying with the company for over 5 years, which
includes 38% with more than ten years at the company. A small
proportion of Genel’s workforce is employed on a part-time basis
and we ensure that these individuals receive the same benefits,
support, and opportunities as full-time employees.
Employee performance
We recognise that our employees rightly demand a
transparent pathway for their career progression and in
acknowledgement of this, Genel was pleased to roll out a new
performance management process in 2025 through Pulse
Performance Management (‘PPM’), and also welcome the
next wave of senior leaders in our business to Genel’s Senior
Management Programme.
Our focus on talent is reinforced by our Talent Management
Process: TalentMAP (Measuring Ability and Potential).
This process helps us identify areas where we can further
support employees to maximise their value and impact in
achieving our organisational goals.
Pulse Performance Management
PPM is a strategic initiative launched in 2025 to redesign Genel’s
approach to performance management, to better align with
business objectives and company values. Designed to encourage
regular interaction between line managers and employees, PPM
introduces continuous, real-time feedback, dynamic objective
setting, and dual reviews to enhance transparency and create
an opportunity for continuous improvement. A comprehensive
change management and training programme was delivered
across the organisation in Q4, and the improved platform is
being implemented for the 2025 performance appraisal process.
Senior Management Programme
Genel’s success not only depends on the calibre of our
current workforce, but also in ensuring that the workforce
is provided the opportunity to realise its future potential.
Genel’s Senior Management Programme was launched in 2025
to strengthen internal leadership capabilities and to build a
sustainable succession plan in alignment with the long-term
strategy of the business. The programme comprises a focus
on building individual leadership qualities, peer and Board
engagement, and developing professional attributes that align
with Genel’s strategic objectives. Participants were supported
through tailored development plans, internal and external
project assignments, and a formal mentorship framework.
The programme has progressed throughout 2025 and is
scheduled to continue in 2026, enabling the next cohort to
benefit from this initiative.
A voice to all employees
In order to maintain an inclusive workplace and to encourage
continuous improvement, it is crucial to Genel that the opinions
and views of our employees are heard and acted upon.
The formal avenue to empower Genel’s workforce remains our
Whistleblowing Policy, and details of this are provided on page
54 of this report.
Moreover, the informal avenues to achieve this at Genel include
the defined line reporting structure that provides access
to senior management and members of Genel’s Executive
Committee for all staff. Additionally, periodic Townhall meetings
were held throughout 2025 which provided all staff with
updates on business activities. These meetings were chaired by
Genel’s CEO and provided an opportunity for employees to raise
questions with Genel’s Executive Committee.
Genel Energy Annual Report 2025 47
Strategic report Governance Financial statements Other information
Community engagement
Transparent and consistent community engagement has always been a critical component
of Genel’s business. We reflect positively on the meaningful impact Genel brings to our host
communities, and we remain committed to our local partnerships, and to supporting the
development of local capabilities. In Somaliland, Genel has developed our relationships with
local communities in the area of the Toosan-1 well over a decade of presence in this region,
and as field activities increase, our community relationships will remain as the foundation
which underlie all our in-country activities and operations.
Local economic development
One of the five UN Sustainable Development Goals which
guide Genel’s sustainability strategy is SDG8: Decent work and
economic growth, and this is applied when promoting economic
wellbeing in our host communities. Supporting local economic
development is an essential component of Genel’s business and
it remains important that our projects are not only supported
by a community workforce, but with community members
empowered as active stakeholders in our operations. By doing
so adds value to the local economy and also encourages
ownership of the long-term prosperity of these regions.
Similarly, we also encourage our contractors to hire from the
communities of the areas in which we operate and support
training if the necessary skills are absent. We acknowledge our
responsibility to host communities, but we also appreciate the
opportunity to work alongside community members to enable
capacity building that will provide long-term benefit to the
regions in which we are present.
Community engagement in Somaliland
Over the past decade, Genel has developed meaningful channels
of engagement with community members in the 20 villages
located in the area surrounding the Toosan-1 exploration well, and
our engagement levels will increase proportionally with our field
activities in this region. Moreover, as we progress our objectives
in Somaliland, maintaining the relationships we have built with our
host communities will continue to remain as a priority for Genel’s
presence in this region, irrespective of short-term fluctuations in
our operational activity.
Grievance mechanisms
Genel prioritises and values the engagement fostered with our
host communities, and while we recognise the positive economic
impact our operations can have on local communities, we also
remain aware of the potential community grievances that can
result from exploration activities. A common example of this can
manifest as an expectation of employment opportunities beyond
the scale of Genel’s operations. Transparent communication and
managing community expectations are key elements in minimising
grievances, with our in-country liaison teams working with local
communities to ensure that this process is undertaken in a timely
and respectful manner. No community grievances were received
in Somaliland during 2025, and as engagement activities increase,
the project community engagement register will be maintained to
record any grievances raised by community members.
Land compensation
The nature of Genel’s activities requires that careful consideration
is given to land compensation, and Genel acknowledges the
significance of this topic for host communities. This is an issue
applicable across our industry more broadly and we are conscious
of maintaining consistent engagement and dialogue on this matter.
As part of our established process, any areas of land adversely
impacted by Genel’s operations is compensated in line with
the applicable policy or regulation in our regions of operation.
Furthermore, any temporary or residual impact experienced by
the communities will be compensated by way of appropriate local
investment to provide a commensurate benefit to the community.
Sustainability Social responsibility
48 Genel Energy Annual Report 2025
Social investment
Guided by UN Sustainable Development Goals
Genel’s social investment initiatives are broadly guided by the six UN Sustainable Development Goals considered to be most relevant
to our business, and to our regions of operation. These goals allow Genel to focus our efforts and deliver investments which best meet
the needs of our host communities.
UN Sustainable
Development Goal
Rationale
and initiatives
UN Sustainable
Development Goal
Rationale
and initiatives
Supporting health initiatives has been
a foundation of social investments in
many regions of Genel’s operations.
This continued in 2025 with a mother
and child health awareness campaign
in Somaliland.
A focus on water has formed the basis
of much of Genel’s previous investment
in Somaliland, and as activities increase
in the region Genel will remain aware of
the potential ongoing needs relating to
water security.
Education initiatives have provided an
opportunity for long-term meaningful
impact. In 2025, the Genel20 Scholarship
continues in the KRI and Genel was
pleased to support a local school for the
deaf and blind in Burao, Somaliland.
The need for capacity building and
knowledge sharing in supporting
economic growth is a central pillar
for our social investment decisions.
Where possible to do so – and
demonstrated in 2025 in Somaliland - our
projects are supported by in-country
contractors and NGOs.
Newly included in 2025, on account of the
importance of raising the issue of gender
equality in the regions in which Genel
operates. This was demonstrated in 2025
through the mother and child health care
initiatives funded in Somaliland.
Genel acknowledges the requirement
to promote support of sustainable
ecosystems and protection of biodiversity.
This was represented in 2025 through
partnership with a Cheetah Conservation
fund in Somaliland.
Genel remains in no doubt that meaningful social investment can help demonstrate how
responsible oil exploration can support improved quality of life for communities of host
countries. Genel acknowledges the socio-economic challenges that exist in some of the
regions in which we operate, and working with in-country partners to deliver social investment
projects that make a tangible positive impact remains a key component of Genel’s responsible
business. In 2025, we continued to build on the partnerships developed in previous years and
we were also pleased to broaden our range of projects with new recipients and partnerships.
These investments are only made possible through the work of Genel’s dedicated
country teams and our trusted in-country partners, who support in implementing these
important projects.
Genel’s corporate social responsibility (‘CSR’) policy provides guidance to our social investments, and application of this policy helps
Genel understand and assess the needs of communities, and to implement the most appropriate and impactful social investments.
Genel Energy Annual Report 2025 49
Strategic report Governance Financial statements Other information
Genel20 Scholars
Genel continued its commitment to the Genel20 Scholarship programme throughout 2025. Launched in October 2022 to
commemorate twenty years of operations in the KRI, Genel is delighted to be providing full tuition funding at the American University
of Kurdistan (‘AUK’) to students from across the Kurdistan Region of Iraq. Genel has committed to an investment of approximately
$200,000 per year over five years and the ongoing success of this programme remains a source of great pride for Genel.
As part of our commitment to the Genel20 Scholarship, a mentorship programme was launched in 2025 which will provide one-on-one
mentorship from a Genel mentor to each recipient of the scholarship, for one term of study. The mentorship programme was kicked
off in 2025 and will be rolled out over five phases to 2027.
The Genel20 Scholarship will help these individuals contribute to the future growth and prosperity of the KRI, and provides an
example of the potential long-term positive impact from our social investments. We are pleased that two of the Scholars have chosen
to share their experiences from the past year, below.
Noran Kamal
Business Administration, specialising in
oil and gas management
“
I am honoured to have received the Genel20
Scholarship, a recognition that reflects both my own
dedication, and the commitment made by Genel to
empower students. Through this support, I have been
able to pursue my academic studies at the American
University of Kurdistan, one of the most inspiring
institutions in the region. My undergraduate course
has enabled me to focus more deeply on my academic
goals, gain valuable insights into this field, and grow
both intellectually and personally. Being surrounded
by supportive faculty members and friendly, motivated
students has created an encouraging environment that
inspires me to study diligently while also enjoying a
positive and collaborative campus experience. With the
knowledge and experience I have gained, I am eager to
give back through applying what I have learned to serve
my community and contribute to the progress of my
country in the future.
”
Abdulwahid Mohammed Saleh
B.Sc. in Petroleum Engineering
“
The Genel20 Scholarship has been transformative
in shaping my academic and professional journey as a
petroleum engineering student at the American University
of Kurdistan. This generous support from Genel Energy
has allowed me to focus on my studies and explore diverse
learning opportunities without financial constraints.
Having previously worked with Genel Energy in the KRI,
I was able to gain valuable hands-on experience and
practical insights into petroleum operations and HSE
practices. These experiences not only strengthened my
technical understanding but also deepened my passion
for petroleum engineering, inspiring me to pursue this
field with greater commitment. Beyond academics,
taking part in the Society of Petroleum Engineers (‘SPE’)
chapter trainings and events has enhanced my technical
knowledge and professional development within the
field. I am grateful for the opportunity to contribute
meaningfully to the energy sector and the development of
Kurdistan.
”
Sustainability Social responsibility
50 Genel Energy Annual Report 2025
Somaliland
Genel’s social investments in Somaliland included a broad range of initiatives in 2025, and we were pleased to build on projects to
which Genel has made previous donations, while also including some new projects and beneficiaries. Our 2025 funding of social
projects in Somaliland totalled over $200,000, with a brief description of these projects provided below.
Edna Adan University Hospital
Genel was pleased to fund a Mother and Child Healthcare
Programme for our host communities in Somaliland who
have little or no access to medical support. The programme
was run by Edna Adan University Hospital (‘EAUH’) and
provided vital educational sessions and essential health
services to rural community members. The founder of EAUH
is Edna Adan, one of Somaliland’s truly inspirational leaders
who has dedicated her life to improving healthcare across
the country. Genel is privileged to have been able to support
the invaluable and ongoing work of Edna Adan, and her
dedicated teams.
Abdo Ayir School for the deaf and blind Burao Academy
Abdo Ayir is a local school in Burao which provides an
invaluable service to deaf and blind local community
members. Genel has made a donation to fund much-needed
renovation and refurbishment works at the school, and we
look forward to the completion of this in early 2026.
Genel was pleased to continue to build on our existing
relationship with Burao Academy through a donation to fund
the installation of solar power capabilities. This represents a
long-term benefit which addresses energy needs, and helps
to increase the presence of this much-needed technology to
the region.
Cheetah Conservation Fund
Establishing a new partnership in 2025, Genel made a
donation to the Cheetah Conservation Fund to support its
conservation centre located close to Hargeisa, to support
essential infrastructure works required at the facility.
This represents Genel’s first donation to this beneficiary
and we were pleased to broaden the scope of our social
investments, to also focus on the protection and rehabilitation
of natural wildlife.
Local office initiatives
At our corporate offices, we were pleased to make a donation of $3,500 to the Autism Early Diagnosis and Education Foundation in
Istanbul. An organisation with which Genel has formed a relationship over prior years. In our London office, a contribution was made
to a food appeal, which was distributed in the Westminster area throughout December.
Genel Energy Annual Report 2025 51
Strategic report Governance Financial statements Other information
Looking ahead
Maintaining meaningful social investments which deliver long-
term positive benefits to our local communities has always been
a cornerstone of Genel’s business and will continue as such, as
we pursue our strategic objectives. We are eagerly anticipating
the first graduation ceremonies from the Genel20 Scholarship,
and also look forward to extending the mentorship programme
that was started in 2025.
Future activities in Somaliland will provide Genel an opportunity
to demonstrate our continued commitment to environmental
stewardship and to operating as a socially responsible
business. We look forward to ongoing engagement with our
host communities in this region, and to extending our social
investments to help support community needs.
Managing social material topics
The following table presents the policies and procedures applied
in the management of the social material topics covered in this
chapter, and which support the following strategic priorities:
Sustainability of our own workforce and our
supply chain
Maintaining social license to operate
Robust ESG compliance
Material
social topic
Applicable policy
or procedure
Health and Safety —HSE Policy
— HSE Management System
(revised 2024)
—HSE Plan
— Permit to Work Procedure
— Occupational Health Procedures
— HSE Risk Registers
— Process safety and
integrity management
— Asset Integrity Management Plan
— Management of change
Community
engagement
— Local Content Policy
— Workforce Development Plan
—ABC Policy
People and
diversity
— Diversity & Equal
Opportunities Policy
— Recruitment policies for
each location
— Preventing Sexual Harassment at
Work Procedure
Social investments — CSR Policy based on ISO 26000
— Local Companies Engagement Plan
—ABC Policy
— Communications & Stakeholder
Engagement Plan
Crisis and
emergency
management
— Emergency Response & Crisis
Management Plan
— HSE Management System
— Medical Emergency Response Plan
— Spill Response Plan
— Fire Safety Plan
Sustainability Social responsibility
52 Genel Energy Annual Report 2025
Responsible governance
Throughout the evolution of Genel’s business, one common attribute has underpinned
everything we do: integrity. Integrity is one of Genel’s core values and when combined
with our commitment to transparency, provides the foundation for Genel’s responsible
governance. We place great significance on upholding our values irrespective of the nature
of our activities, the geographic region of operations, or the circumstances of any particular
period of time. Moreover, we remain acutely aware that the manner in which we conduct our
business will continue to define us as an organisation. This chapter provides details of the
measures taken by Genel in our pursuit of responsible and ethical governance.
Code of Conduct
Genel’s Code of Conduct applies to all of Genel’s activities and
provides the foundation to guide employees and third-parties
as to the way in which Genel conducts its business. Our Code
of Conduct reflects our corporate values and formalises the
application of these values in our daily operations and decisions.
These values set a clear expectation of how our people conduct
themselves when carrying out any activities that are directly or
indirectly related to our business.
The Code of Conduct forms a key element of our onboarding for
every new employee in order to reiterate that we all play an active
role in demonstrating a collective commitment to adopting our
corporate values, and fostering a culture of compliance. Failure of
our employees to adhere to our Code of Conduct, and to our
policies, may result in disciplinary action. Moreover, in order to
ensure we collaborate and work with third-parties that reflect our
values, our business partners are required, in accordance with our
policies and procedures, to sign a certification to our values as
part of the approval process of partner registration.
Adopting the Code of Conduct is to adopt the Genel way of doing
things, that aims to make a tangible difference to people’s lives.
Anti-bribery
Genel does not tolerate bribery in any form and is committed
to complying with all applicable laws, and to preventing,
detecting, and deterring corruption in all its business dealings.
We have remained firm in our messaging around anti-bribery, and
we maintain an unmoved position to this commitment.
This applies to:
— All employees
—All contractors
— All third-parties providing services to Genel or operating on
Genel’s behalf
Genel’s Anti-bribery Policy is endorsed by the Board and Senior
Management, and is further supported through collaboration of
the Company’s stakeholders. Set out below are the six essential
elements of Genel’s Anti-bribery Compliance Programme.
Genel’s Anti-bribery Policy is publicly available on our website
and provides guidance for staff on assessing risks, understanding
applicable anti-bribery laws, and reporting concerns through the
applicable channels.
Genel conducts annual mandatory compliance training for all
staff, which incorporates a broad range of compliance topics
including anti-bribery practices. The content of this training
in 2025 focused on inside information, anti-bribery, trade and
financial sanctions, and export controls. We also undertake due
diligence for all potential third-parties who interact with others on
Genel’s behalf, prior to engaging with them.
Elements of
legal compliance
training
Policies and
procedures
Risk
assessment
Due diligence
Oversight
Training and
communication
Leadership
and top-level
commitment
Human rights and modern slavery
The protection of human rights remains embedded in all our
business decisions irrespective of geographic region or prevailing
business conditions, and throughout 2025 Genel maintained
our commitment to conducting our business in a manner that
respects human rights. We commit to act with integrity in our
business activities, and to enforce effective systems that aim
to mitigate the risk of modern slavery within all elements of our
organisation. Our policies, internal training, public disclosures
and grievance mechanisms on this topic ensure that it remains a
central tenet of Genel’s business.
Where we have the ability to do so, we require the same high
standards from our contractors, suppliers and other business
partners with regard to respecting human rights. As part of our
supply contracting processes, the Human Rights Policy requires
that we include specific prohibitions against the use of forced,
compulsory or trafficked labour, or anyone held in slavery
or servitude.
Further information is available under our Modern Slavery
Act 2015 disclosure obligations, and from Genel’s Human
Rights Policy, both of which are available on our website.
Periodic reviews are made of these documents in order to ensure
they remain current and in alignment with the evolving business
landscape within Genel’s areas of operation.
Genel Energy Annual Report 2025 53
Strategic report Governance Financial statements Other information
Whistleblowing and Grievance Policy
Genel has worked hard to foster a culture of openness and
accountability throughout our workforce, to ensure that the
opinions and views of our employees are heard and acted upon.
The formal framework to enable this is our Whistleblowing and
Grievance Policy.
This policy was developed in the context of the public
commitment we have given to observe the requirements of the
United Nations Global Compact, an element of which requires
Genel to establish a mechanism under which employees and
third-parties can raise grievances with the Company. Having a
reporting mechanism in place for employees is also a requirement
under the UK Corporate Governance Code. This policy applies to
all individuals working with Genel, including directors, officers,
employees, and also applies to contractors, and any stakeholder
third-parties. The policy is communicated to Genel employees
through internal training and is available for all stakeholders on
Genel’s website.
Alongside our Whistleblowing and Grievance Policy, Genel
operates a whistleblowing hotline service, which is available
in a number of languages, and which enables employees and
third-parties to report concerns on a range of matters including
human rights violations, such as modern slavery and human
trafficking. Every whistleblowing incident is investigated fully,
with the General Counsel being responsible for review and
investigation, with each instance being reported to Genel’s Board.
If the allegation is substantiated, we are committed to taking
appropriate disciplinary action up to and including dismissal.
The Whistleblowing Officer (currently the General Counsel),
will review this Policy in 2026. All staff are responsible for the
success of this Policy and are instructed to disclose any suspected
wrongdoing or non-compliance. Periodic training on this Policy is
provided, as appropriate, for all staff members.
Crisis and emergency management
Genel has robust emergency response and crisis management
processes and plans in place, which align with Genel’s current
business. During 2025, a role-based training and simulation
exercise focused on scenario planning in the event of an
earthquake incident at our Istanbul office, and further details of
this training can be found on page 44 of this report. Furthermore,
Genel has business continuity plans in place for all critical
functions, and these plans are regularly tested for operational
preparedness. Genel’s operational emergency management
procedures, including medical emergency response plans
(MERPs), and incident and investigation reporting procedures,
form part of Genel’s HSE Management System, which underwent
a comprehensive review in the prior reporting year, to ensure this
remains fit-for-purpose.
Regulatory compliance
As a London-listed exploration and production company, Genel
operates in a regulatory landscape that is subject to a range
of sustainability-related regulations, and we remain aware of
the ongoing evolution of these requirements. Moreover, we are
conscious of the applicable national and local regulations which
can influence not only our existing activities but also contribute to
assessment of new business pursuits. Our approach to regulatory
compliance is well established and is regularly reviewed to ensure
it remains fit-for-purpose.
Genel values our ongoing engagement with host governments
and in-country regulatory bodies and moreover, we recognise how
this supports our regulatory compliance. This process not only
enhances our social license to operate but also allows Genel to
take a proactive role with regulators in supporting the protection
of the natural environment and enhancing the wellbeing of our
local communities. This is applicable for the entire lifecycle of any
activities, and in each instance our country manager will lead this
engagement while being supported by our local country teams.
Supply chain management
Genel has made meaningful progress in identifying, managing,
and mitigating ESG risks in our direct operations and our
approach for ongoing management of this risk will continue to
evolve in line with our business activities, and specifically with
an increase of operated activities. We have also recognised the
need to extend consideration of ESG performance beyond our
own operations and to our supply chain. This is already being
considered in the scope of Genel’s GHG emissions reporting,
bringing emissions from suppliers under scrutiny (i.e., Scope 3
emissions), and this level of supply-side scrutiny is progressively
extending beyond emissions reporting to encompass a broader
suite of ESG topics.
Genel has included key ESG metrics in our current contractor
screening process, and as Genel’s business evolves and supply
chains broaden, we will build on the initiatives already in place
with the intention of increasing engagement with contractors to
increase awareness of ESG risk within their own operations.
Managing governance material topics
The following table presents the policies and procedures applied
in the management of the governance material topics covered in
this chapter, and which support the following strategic priorities:
Addressing human rights and modern
slavery risks
Robust ESG compliance
Material
topic
Applicable policy
or procedure
Anti-bribery &
corruption
— Code of Conduct
— Anti-Bribery Policy
Human rights &
modern slavery
— Anti-Slavery Policy
— Human Rights Policy
— Modern Slavery Act statement
— Code of Conduct
Regulatory
compliance
—HSE Policy
—Environmental Policies
and Procedures
— UK listing reporting requirements
— TCFD recommendations
Crisis and
emergency
management
— Emergency Response & Crisis
Management Plan
— HSE Management System
— Medical Emergency Response Plan
— Spill Response Plan
— Fire Safety Plan
Sustainability Responsible Governance
54 Genel Energy Annual Report 2025
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 55
Reference tables
Measuring our progress
The preceding pages of this report have presented Genel’s approach to identifying, managing
and mitigating sustainability risks throughout our business. It is also important that we
monitor our progress against these risks and presented below is summary of our key
sustainability metrics with performance from previous years shown for context. The figures
presented in this table are reported on an operational control basis, unless otherwise stated.
ESG Topic Indicator Unit 2025 2024 2023
Climate
1
Total Scope 1 & 2 emissions tonnes CO
2
e 92,165 100,150 61,533
Scope 1 emissions
1
tonnes CO
2
e 92,141 100,098 61,274
Scope 2 emissions tonnes CO
2
e2452259
Scope 3 emissions tonnes CO
2
e 1,926 1,432
2
41,926
Methane emissions tonnes CO
2
e 3,058 4,120 2,439
Carbon intensity kgCO
2
e/bbl 14.4 13.9 13.6
Flaring intensity kgCO
2
e/bbl 8.05 7.65 6.28
Air quality
3
SO
2
tonnes 589 725 718
NO
X
tonnes 164,328 202,418 88,704
NMVOC tonnes 182 224 127
Water usage
Fresh water withdrawn Cubic metres 0 0 2,869
Produced water reinjected Cubic metres 0 0 9,019
Hydrocarbon
spills
Number of spills # 0 0 2
Spill size 1-10 barrel 0 0 1
Total quantity spilled Barrels 0 0 2.7
4
Waste
6
Total waste generated Cubic metres 0 0 7,890
Total non-hazardous waste generated Cubic metres 0 0 1,830
% non-hazardous in landfill % 0 0 23
5
% non-hazardous recycled % 0 0 35
% non-hazardous incinerated % 0 0 42
% non-hazardous stored % 0 0 0
Total hazardous generated Cubic metres 0 0 6,060
% hazardous in landfill % 0 0 0
% hazardous stored % 0 0 0
% hazardous recycled/remediated % 0 0 100
56 Genel Energy Annual Report 2025
ESG Topic Indicator Unit 2025 2024 2023
Health & Safety
Hours worked Hours 155,232 185,268 1,170,116
Number of employee fatalities # per year 0 0 0
Number of contractor fatalities # per year 0 0 0
Process safety events Tier 1 # events/year 0 0 0
Process safety events Tier 2 # events/year 0 0 0
Lost Time Injury (LTI) # per year 0 0 0
Lost Time Injury Frequency (LTIF) Per million hours worked 0 0 0
Total Recordable Injury Rate (TRIR) Per million hours worked 0 0 0.85
High Potential Incident (HiPos) # per year 0 1 2
High Potential Incident Frequency (HiPoF) Per million hours worked 0 5.40 1.71
Kilometres driven km 2,845 22,939 720,633
Motor vehicle collision rate Per million km driven 0 0 4.16
HSE training completed % 92 90 74
Total HSE training Number of attendees 424 660 1,360
Gender diversity
Women in work force % 30 29 30
Women on Board of Directors % 20 17 17
Women on Executive Committee % 20 20 20
Women in management % 18 14 27
1
Climate-related figures are reported on an equity share basis, with the exception of Scope 3 emissions, which is reported on an operational control basis
2
Figure revised from Genel’s 2024 publication
3
Air quality figures are reported on an equity share basis, with calculated estimates provided
4
2.5 bbls of oily sludge was spilled on 27 December 2023. 0.2 bbls of crude was spilled within a produced water spill on 31 March 2023
5
All allocated to Somaliland activities
6
Waste from Genel’s offices not included
Genel Energy Annual Report 2025 57
Strategic report Governance Financial statements Other information
Delivery of strategy
Our strategy is to build a business with diversified and resilient
cash generation, that supports the payment of a material and
sustainable dividend.
We have consistently set out our three key objectives that support
building our business as:
— maintaining our resilient platform, which is comprised of a
strong balance sheet and resilient cash generation
— maximising cash generation, principally returning to export
sales, recovery of receivables and optimisation of spend
— adding new production assets, both through de-risking our
existing portfolio and the acquisition of new assets
Achieving these objectives requires consistency, confidence,
creativity, discipline and resilience. A critical function of the
Board is to support senior management in finding the appropriate
balance between risk and reward when taking decisions that will
ultimately deliver these objectives. It is important for the Board to
reduce risk where possible, but also to be bold when necessary.
During 2025, the Company made progress in line with our
strategic objectives, through diversifying our portfolio by entering
into Oman, and through the advances made towards restarting
exports in the KRI. However, it is clear that there is much work
ahead of us to realise our objectives, and doing so will be the key
focus of attention for the Board in 2026.
Further information on the key decisions and discussions held by
the Board during 2025 can be found on page 68.
Chair’s statement on corporate governance
Dear Shareholder,
I am pleased to present my first Corporate
Governance Report to shareholders as your
newly appointed Chair. The purpose of this
report is to demonstrate how our corporate
governance framework has continued to
support decision-making by the Board
and its Committees, and this year will also
provide a formal update of the recent
changes to our Board.
Since my appointment, I have undergone a comprehensive
induction programme, which has included meetings with members
of the senior management team, the Company’s key advisers and
significant shareholders.
Board changes
In the second half of 2025, David McManus retired as Chair and a
Director of the Company following a period of poor health.
Following David’s retirement, the Board appointed Canan
Edib
og˘l
u
as Interim Chair and Yetik Mert as Interim Senior Independent
Non-Executive Director, which allowed sufficient time for the
Nomination Committee to conduct a thorough search process for
David’s successor. I was delighted to accept the position of Chair
on 9 February 2026. Following my appointment, Canan
Edib
og˘l
u
reverted to holding the position of Senior Independent Non-
Executive Director.
On behalf of the Board, I would like to thank David McManus for
his steadfast commitment and contribution to Genel during his
tenure, and thank Canan
Edib
og˘l
u
for accepting the responsibility
of Interim Chair throughout this period of change.
On 13 March 2026, we announced that Sir Dominick Chilcott would
be standing down as an Independent Non-Executive Director at
the conclusion of the 2026 AGM. I would also like to thank Sir
Dominick for his contributions to the Company during his tenure.
58 Genel Energy Annual Report 2025
Governance framework
Board
The role of the Board is to ensure the
long-term success of the Company
Audit
Committee
Ensuring the integrity and
objectivity of published
financial information
Nomination
Committee
Ensuring the
continuation of a
high-calibre Board
Remuneration
Committee
Ensuring an appropriate
approach to remuneration
that supports the delivery of
the business strategy
Reserves
Committee
Ensuring a robust
reserves review process
Read more p. 76 Read more p. 74 Read more p. 80 Read more p. 73
CEO
The CEO, supported by the Executive Committee is responsible for ensuring delivery of the Group’s strategy
Executive Committee
UK Corporate Governance Code
Following the results of our 2025 AGM and in line with the UK
Corporate Governance Code 2024, the Company reached out
to major shareholders who voted against the resolutions to
understand their views on resolutions 2, 3, 4, 5, 6, 7, 8, 10, 11 and
12, each of which had over 20% of votes cast against them.
The Board keeps the Company’s governance framework under
regular review, and a comprehensive review of each of the
matters reserved for the Board, Board Committees’ terms of
reference and delegations of authorities was performed in 2025.
In December 2025, the Board approved an enhanced risk
management policy, which reflected changes to the Company’s
risk management that had been discussed and implemented
throughout the year. During 2025, the Audit Committee, with
the aid of management has continued to focus on preparing
for provision 29 of the UK Corporate Governance Code, which
became applicable to the Company on 1 January 2026, and we
will report on our compliance against provision 29 in our 2026
Annual Report. Further information on our assurance and risk
management processes can be found on page 16 to 18.
In accordance with the Company’s commitment to comply with
the UK Corporate Governance Code, the Board undertook an
internal review of its own performance and that of its committees
and each individual Director. This review was led by Canan
Edib
og˘l
u
whilst she held the position of Interim Chair, and further
details of the Board performance review can be found on page 72.
Patrick Allman-Ward
Chair
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 59
Application of UK Corporate Governance Code Principles
The Code has placed increased emphasis on “comply or explain” with regard to the Principles of the Code. Our explanations about how
we have applied the main principles of the Code can be found as follows:
Board leadership and company purpose
Principle A. A successful company is led by an effective and entrepreneurial board,
whose role is to promote the long-term sustainable success of the company, generating
value for shareholders and contributing to wider society. The board should ensure that
the necessary resources, policies and practices are in place for the company to meet its
objectives and measure performance against them.
Strategic report p. 1 to 57
Governance p. 58 to 99
Principle B. The board should establish the company’s purpose, values and strategy,
and satisfy itself that these and its culture are all aligned. All directors must act with
integrity, lead by example and promote the desired culture.
Strategic report p. 1 to 57
Business model and strategy p. 14 to 15
Division of responsibilities p. 70
Directors’ remuneration report p. 82 to 88
Principle C. Governance reporting should focus on board decisions and their outcomes
in the context of the company’s strategy and objectives. Where the board reports on
departures from the Code’s provisions, it should provide a clear explanation.
Sustainability p. 26 to 57
Risk management p. 16 to 18
Key Board discussions and decisions p. 68
Audit Committee report p. 76 to 79
Principle D. In order for the company to meet its responsibilities to shareholders and
stakeholders, the board should ensure effective engagement with, and encourage
participation from, these parties.
Sustainability p. 26 to 57
Stakeholder engagement p. 24
Communication with investors p. 69
Principle E. The board should ensure that workforce policies and practices are
consistent with the company’s values and support its long-term sustainable success.
The workforce should be able to raise any matters of concern.
Sustainability p. 26 to 57
Stakeholder engagement p. 24
Directors’ remuneration report p. 82 to 88
Division of responsibilities
Principle F. The chair leads the board and is responsible for its overall effectiveness in
directing the company. They should demonstrate objective judgement throughout their
tenure and promote a culture of openness and debate. In addition, the chair facilitates
constructive board relations and the effective contribution of all non-executive
directors, and ensures that directors receive accurate, timely and clear information.
Division of responsibilities p. 70
Composition, succession, and evaluation
p. 71 to 72
Principle G. The board should include an appropriate combination of executive and non-
executive (and, in particular, independent non-executive) directors, such that no one
individual or small group of individuals dominates the board’s decision making. There
should be a clear division of responsibilities between the leadership of the board and the
executive leadership of the company’s business.
Division of responsibilities p. 70
Composition, succession, and evaluation
p. 71 to 72
Board biographies p. 63 to 65
Principle H. Non-executive directors should have sufficient time to meet their board
responsibilities. They should provide constructive challenge, strategic guidance, offer
specialist advice and hold management to account.
Composition, succession, and evaluation
p. 71 to 72
Principle I. The board, supported by the company secretary, should ensure that it has
the policies, processes, information, time and resources it needs in order to function
effectively and efficiently.
Division of responsibilities p. 70
60 Genel Energy Annual Report 2025
Composition, succession, and evaluation
Principle J. Appointments to the board should be subject to a formal, rigorous and
transparent procedure, and an effective succession plan for the board and senior
management should be maintained. Both appointments and succession plans should
be based on merit and objective criteria. They should promote diversity, inclusion and
equal opportunity.
Nomination Committee report p. 74 to 75
Principle K. The board and its committees should have a combination of skills,
experience and knowledge. Consideration should be given to the length of service of the
board as a whole and membership regularly refreshed.
Board biographies p. 63 to 65
Principle L. Annual evaluation of the board should consider its performance,
composition, diversity and how effectively members work together to achieve
objectives. Individual evaluation should demonstrate whether each director continues to
contribute effectively.
Nomination Committee report p. 74 to 75
Board effectiveness p. 72
Audit, risk and internal control
Principle M. The board should establish formal and transparent policies and procedures
to ensure the independence and effectiveness of internal and external audit functions
and satisfy itself on the integrity of financial and narrative statements.
Audit Committee report p. 76 to 79
Principle N. The board should present a fair, balanced and understandable assessment
of the company’s position and prospects.
Strategic report p. 1 to 57
Risk management p. 16 to 18
Audit Committee report p. 76 to 79
Financial statements p. 108 to 134
Principle O. The board should establish and maintain an effective risk management and
internal control framework, and determine the nature and extent of the principal risks
the company is willing to take in order to achieve its long-term strategic objectives.
Risk management p. 16 to 18
Principal risks and uncertainties p. 19 to 22
Viability statement p. 23
Audit Committee report p. 76 to 79
Remuneration
Principle P. Remuneration policies and practices should be designed to support strategy
and promote long-term sustainable success. Executive remuneration should be aligned
to company’s purpose and values, and be clearly linked to the successful delivery of the
company’s long-term strategy.
Company purpose, values, and strategy p. 14 to 15
Directors’ remuneration report p. 82 to 88
Principle Q. A formal and transparent procedure for developing policy on executive
remuneration and determining director and senior management remuneration should
be established. No director should be involved in deciding their own remuneration
outcome.
Directors’ remuneration report p. 82 to 88
Principle R. Directors should exercise independent judgement and discretion when
authorising remuneration outcomes, taking account of company and individual
performance, and wider circumstances.
Directors’ remuneration report p. 82 to 88
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 61
Governance statements
Genel Energy plc is a Jersey incorporated company listed on the London Stock Exchange. We
are committed to complying with regulatory requirements in both Jersey and the UK and the
Board continues to be committed to complying with the UK Corporate Governance Code as
appropriate for our business. Our view is that governance is not just a matter for the Board
and that a strong governance culture must be fostered throughout the organisation. Our
expectations of our employees and of those with whom we conduct business are set out in our
Code of Conduct, which is available on our website at genelenergy.com.
Compliance statement
In line with our aim to foster a strong governance culture, the
Board has decided to manage Genel’s operations in accordance
with the UK Corporate Governance Code 2024 (the ‘Code’).
A full version of the Code can be found on the Financial
Reporting Council’s website at frc.org.uk. During 2025, the
Company complied with the principles of the Code and on pages
60 to 61, explanations as to how we have complied with our
obligations under the Code are provided.
For the year ended 31 December 2025, the Company was in full
compliance with the Code with the exception of provision 36.
As previously reported in our 2024 Annual Report, the post
vesting holding period for Performance Share Plan awards
granted in 2025 was suspended, and this will remain the case
for 2026 awards. This decision was taken to enhance the
competitiveness of Genel’s remuneration offering to our senior
management team, taking into consideration the remuneration
package as a whole and the global environment in which we
compete for talent and will continue to be reviewed annually.
Going concern
The going concern statement is made on page 11.
Viability
The viability statement is made on page 23.
Robust assessment of principal risks
The Board has undertaken a robust assessment of the Group’s
emerging and principal risks, including those that would threaten
its business model, future performance, solvency, liquidity, and
reputation. Our Annual Report identifies principal risks and
uncertainties on pages 19 to 22 and the procedures followed to
identify these risks on pages 16 to 18.
Review of risk management and internal control
A continuous process for identifying, evaluating and managing the
risks the Company faces has been established. The effectiveness
of the internal control systems are reviewed by the Audit
Committee. Further details are set out on pages 16 to 18.
Fair, balanced and understandable
The Annual Report and Accounts taken as a whole are fair,
balanced and understandable and provide the information
necessary for shareholders to assess the Group’s position,
performance, business model and strategy. See the Audit
Committee report on pages 76 to 79 for further information on
how this conclusion was reached.
Section 172
A section 172 statement is made on page 25. It provides
cross-references to the required detail set out throughout this
Annual Report.
62 Genel Energy Annual Report 2025
Board of Directors
1.
4.
7.
2.
5.
3.
6.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 63
Board of Directors
1. Patrick Allman-Ward
Chair
Appointed: 9 February 2026.
Committee memberships: Chair
of the Nomination Committee, and
Reserves Committee and member of the
Remuneration Committee.
Key skills and experience: Patrick Allman-
Ward is a senior energy sector leader
with more than 40 years of international
upstream oil and gas experience and a
strong track record in board governance,
strategic oversight, technical experience
and stakeholder engagement. He served
as CEO of Dana Gas from 2013 to 2024,
where he led transformative changes,
strengthening governance and capital
discipline while delivering sustained
operational and shareholder value.
Current external appointments:
Patrick currently serves as Chair of
Terra Mining and Vice Chair of United
Terra Enterprises, both of which are
privately held.
Previous relevant experience: Patrick
previously spent 30 years with Shell in
senior executive roles across the Middle
East, Asia Pacific, Africa and Europe,
including CEO of the South Rub Al Khali
Company and Regional Vice President
Exploration. Patrick holds a PhD in Mining
Geology from Imperial College London.
2. Paul Weir
Chief Executive Officer
Appointed: Executive Director and Chief
Executive Officer on 3 October 2022.
Committee memberships: Member of the
Reserves Committee.
Key skills and experience: Paul has
worked in upstream E&P for almost 40
years, having spent time in the North
Sea, Southeast Asia, and Africa, with
experience in both onshore and offshore
oil and gas operations. Paul joined
Genel as Chief Operating Officer in
January 2020, with responsibility for
all production assets and functional
leadership of the operational disciplines
before being appointed as Interim CEO on
9 June 2022. Paul was then appointed, by
the Board, as CEO in October 2022.
Before joining Genel, Paul was Group
Head of Operations and Safety at Tullow
Oil. Prior to that Paul spent 13 years at
Talisman, where he was VP of Production
& Exploration, leading Operations
in Malaysia.
Current external appointments: None.
Previous relevant experience: Paul
has worked in a variety of operational
roles for Nippon Oil, Elf, Occidental
and Total. Paul holds an MBA in Oil &
Gas Management from Robert Gordon
University in Aberdeen.
3. Canan
Edib
og˘l
u
Senior Independent
Non-Executive Director
Appointed: 21 June 2020.
Committee memberships: Chair of the
Audit Committee, and member of the
Nomination Committee.
Key skills and experience: Canan has
significant financial, corporate and
industry experience. She had almost 30
years of experience at Royal Dutch Shell,
culminating in her role as the country
chair and CEO of Shell Türkiye between
2001 and 2009. Prior to this, she was
the CFO of Shell Türkiye, preceded by
a series of positions at the company
across numerous aspects of the business,
notably marketing, treasury and planning.
Since leaving Shell, Canan has advised
a number of companies including
Accenture, Maersk, and APM Terminals in
developing their businesses in Türkiye.
Current external appointments: Canan
has been a Non-Executive Director of ING
Bank and Arcelik (Beko), in Türkiye, since
2010 and 2024, respectively. She is also a
voluntary member of various NGOs such
as the Turkish Autism Society for whom
she is a board member.
Previous relevant experience: Between
2011 and 2017 Canan served as a Non-
Executive Director of Aygaz, a leading
Turkish LPG marketing and distribution
company. She was a Non-Executive
Director at Tupras, Türkiye’s largest oil
refiner operating four refineries, from
2017 to 2024, and a Non-Executive
Director at Prysmian Türkiye from 2013
to 2019. Canan was the former President
of PETDER (Turkish Association of
Petroleum Industrialists) and Chair of
the Oil Industry Council Turkish Union of
Chambers and Commodity Exchanges,
Chair of the World Resource Institute for
five years and a board member of the
Global Relations Forum.
64 Genel Energy Annual Report 2025
4. Sir Dominick Chilcott
Independent Non-Executive Director
Appointed: 1 September 2024.
Committee memberships:
Member of the Nomination and
Remuneration Committees.
Key skills and experience: Sir Dominick
Chilcott brings a wealth of expertise from
his distinguished career as a diplomat
over four decades at the UK’s Foreign
and Commonwealth Office. Sir Dominick
most recently served as the British
Ambassador to Türkiye from 2018 to
2022. His diplomatic tenure included roles
as the Ambassador to Ireland (2012 to
2016), briefly as the Ambassador to Iran
(2011), as Deputy Head of Mission at the
British Embassy in Washington (2008 to
2011) and as Britain’s High Commissioner
to Sri Lanka (2006 to 2007).
Current external appointments: Sir
Dominick currently serves as a Director
of Groze Consulting and is the President
of the British Institute at Ankara, which
promotes research in the arts, humanities
and social sciences of Türkiye and the
Black Sea region.
5. Yetik K. Mert
Independent Non-Executive Director
Appointed: 22 December 2021.
Committee memberships: Chair of the
Remuneration Committee, and member of
the Audit and Nomination Committees.
Key skills and experience: Yetik has
almost 40 years of technical, commercial,
business development, and general
management experience, including
holding executive and non-executive
directorship roles across the energy
utility and industrial sectors in MENA,
CEE, and the USA.
Current external appointments: In June
2024, Yetik was appointed as a Non-
Executive Director of Yesilirmak Elektrik
Dagitim Ticaret A.S¸, a Turkish electricity
distribution company. Yetik also serves
as a Non-Executive Director and Chair
of the Remuneration, Governance and
Nomination Committees on the Boards
of Turkish companies Cimsa Cimento
Sanayi ve Ticaret A.S¸ and Afyon Cimento
Sanayi Turk A. S¸ (Sabancı Holding Group
Companies), which operate in the
industrial construction sector.
Previous relevant experience: Between
1982 and 2004 Yetik undertook a
number of engineering, strategic
planning and business development roles
across various industries, including the
manufacturing and construction sectors.
In 2004, he became CEO of the Energy
division at Sabancı Holding A.S¸ rising
to become CEO of the Enerjisa Group
(Integrated Energy Utility) in 2011. In 2016,
he became CEO of STFA Group Holding
Company and Chair of the operational
companies within the same group, tasked
with the total restructuring of the Group.
6. Umit Tolga Bilgin
Non-Executive Director
Appointed: 5 February 2020.
Committee membership: Member of the
Nomination Committee.
Key skills and experience: Ümit Tolga
Bilgin is a seasoned executive with over
26 years of experience in the energy
sector. As the CEO and Deputy Chairman
of Bilgin Enerji Yatırım Holding A.S¸, he
has played a pivotal role in shaping the
company into a key player in Türkiye’s
energy industry. His leadership has
been instrumental in the development,
financing, and execution of large-scale
wind, hydro, and thermal energy projects.
Bringing extensive expertise in corporate
management, strategic leadership,
mergers and acquisitions, and finance, he
provides valuable insights to the Board,
particularly in navigating complex energy
markets and driving sustainable growth.
Previous relevant experience: In 2018,
he led and executed the acquisition of
the 890 MW Samsun Combined Cycle
Gas Power Plant from OMV, a milestone
transaction that reinforced Bilgin
Energy’s position in the sector.
7. Chandni Karania
Company Secretary
Appointed: 1 November 2022.
Chandni Karania joined Genel in early
2013 as Assistant Company Secretary
and was appointed Deputy Company
Secretary in June 2017. Prior to joining
Genel, Chandni was the Company
Secretarial Assistant at Misys PLC and
Azko Nobel. Chandni holds an LLB from
the University of Reading, an MBA from
the University of Chicago Booth School of
Business and is a Fellow of the Chartered
Governance Institute.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 65
3.
Executive Committee
1. 2.
1. Mike Adams
Technical Director
Formerly Head of Exploration and New
Business, Mike was appointed as Technical
Director in June 2019, with responsibility
for all pre and pilot production activities
relating to exploration and appraisal,
new business, as well as the subsurface
function. Mike has over 35 years of
experience in the oil and gas industry in a
wide variety of exploration, exploitation
and global business development roles.
Prior to joining Genel in 2012, Mike
worked in a series of technical and
leadership positions for companies
including British Gas, Amerada Hess, Gulf
Keystone Petroleum and Sterling Energy.
Mike holds an MSc in Petroleum Geology
from Imperial College London and is a
Fellow of the Geological Society.
2. Luke Clements
Chief Financial Officer
Luke was appointed Chief Financial
Officer in March 2022. He joined the
Company in 2011 to advise on the merger
of Vallares Plc and Genel Enerji and
build a financial control framework that
was fit for a premium listed company.
He held a number of senior finance roles
in the business, during which time was
responsible for a broad range of financial,
commercial, M&A, treasury, contracts
and procurement, IT, risk management
and assurance related activities. Prior to
joining the Company, Luke worked for
KPMG, where he was head of department
and advised multiple FTSE100 and
FTSE350 companies across a range of
sectors, including mining, aerospace and
defence, distribution and manufacturing
and across a range of services including,
audit, transaction services, bid defence,
financial due diligence and turnaround.
Luke holds an LLB in Law from the
University of Sheffield.
3. Berna Özkoç Öztınaz
Chief HR Officer
Berna joined Genel in 2020, after an
international career in top leadership
teams, merging strong strategic insight,
business acumen, and people leadership.
Her expertise includes strategy, senior
executive mentoring, culture, change
management, corporate communications,
brand management and DE&I.
She is known for navigating organisations
through uncertainty and complex change.
Berna has cross-industry experience
in energy, retail, manufacturing,
and construction. She holds a BSc in
Business Administration from Istanbul
University and an Executive MBA
from Sabancı University. She is the
President of the European Association
of People Management (EAPM) and a
Board Member of the World Federation
of People Management Associations
(WFPMA), representing Europe.
66 Genel Energy Annual Report 2025
The role of the Board
The Board’s role is to provide leadership in delivering on the long-
term success of the Company within a framework of prudent and
effective controls. It is responsible for approving the Company’s
strategy and business plan and keeping under review the financial
and operational resources of the Company. As part of its role,
the Board considers and discusses trends across the industry,
the implications of these trends for the business, including areas
of potential opportunities, and risks that could impact the future
success of the business. Further information on our purpose,
business model and strategy can be found on pages 14 to 15.
As part of the Company’s governance processes, the Board
monitors the performance of the business and management
against strategic objectives with the overall aim of creating and
delivering value to shareholders. The performance of the Board
and the contributions of Directors to the Board’s decision-making
processes are essential to fulfilling this role.
The Directors may exercise all the powers of the Company
subject to the provisions of relevant law, the Company’s articles,
and any special resolution of the Company in the furtherance of
their role. The Board has reserved certain matters for its own
consideration and decision-making. Specific matters reserved
for the Board include setting the Company’s purpose, values,
objectives, business and ESG strategy, and its overall supervision.
Acquisitions, divestments and other strategic decisions will all be
considered and determined by the Board in accordance with the
matters reserved for the Board.
Authorities have been delegated to Board Committees, and
these are set out clearly in each Committee’s terms of reference.
These are reviewed regularly to ensure they remain appropriate
and relevant. Copies of the terms of reference are available on
our website.
The Board of Directors has delegated day-to-day management
of the business to the CEO who operates within the delegated
authority limits.
The Board reviews the matters reserved for its decision and the
authorities it has delegated annually, subject to the limitations
imposed by the Company’s constitutional documents and
applicable law.
The Board and its Committees have access to the advice and
services of the General Counsel and Company Secretary and
may seek advice from independent experts at the expense of
the Company as appropriate. Individual Directors may also seek
independent legal advice at the expense of the Company, in
accordance with the Board’s agreed procedure.
In addition, the Board has extensive access to members of senior
management, who attend Board meetings by invitation and
present regularly to the Board on various aspects of the business.
Operation of the Board
The Chair is responsible for ensuring that the Board operates
effectively. The Non-Executive Directors provide scrutiny and
oversight to hold to account the performance of management and
the Executive Director. The Board operates with an open style
of communication and debates issues openly and constructively
within an environment that encourages healthy debate and
challenge both inside and outside the boardroom.
The Directors receive board papers and other relevant
information in a timely manner ahead of meetings. Board papers
are delivered through an electronic portal that enables Directors
to access them wherever they are in the world. The timely
provision of relevant information to Directors is vital in ensuring
they are able to fulfil their role of effective oversight and
challenge, and for enabling the Board to make effective decisions.
Board Committees
During 2025, four Board committees were operational: (i) the
Audit Committee, (ii) the Remuneration Committee, (iii) the
Nomination Committee, and (iv) the Reserves Committee.
Each committee has adopted terms of reference under which
authority is delegated by the Board, copies of which are
available at genelenergy.com. In 2025, the Audit Committee
and Remuneration Committee consisted only of Independent
Non-Executive Directors, save that David McManus, who was
independent upon his appointment, was a member of the
Remuneration Committee until he stood down from the Board.
Meetings of the Board
The Board has five scheduled meetings a year and schedules
other meetings as necessary to fulfil its role. During the year, in
addition to the five scheduled Board meetings, eight additional
meetings were held. The Board also held a full-day business
development workshop and strategy meeting.
There are detailed agendas for each Board meeting, which are
developed by the Chair, the CEO, and the Company Secretary.
The Board has an annual rolling agenda that sets out the key
topics for consideration at each meeting. In addition to the
scheduled meetings of the Board, Directors receive updates from
management in between meetings on the performance of the
business against the agreed strategy and on its operations.
Recurring annual board approvals
January Approved the trading and operations update
March
Reviewed and approved the 2024 Annual Report
Reviewed the output of the 2024 Board
performance review
May AGM statement
August
Reviewed and approved the half-year
results statement
September
Reviewed asset development plans
Re-affirmed the Company’s business strategy
November Approved the trading and operations update
December Approved the 2026 work programme and budget
Board leadership and Company purpose
Our objective remains to create long-term value for shareholders through the exploration,
development and production of natural resources. Further information on our business model
can be found on pages 14 to 15.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 67
Key Board discussions and approvals during
the year
In April 2025, the Board considered and approved the
repayment of the Company’s bond that was due to mature
in October 2025 and the issuance of a new five-year bond.
By issuing the new bond, the Company has maintained its strong
balance sheet position, reduced funding risk associated with
delivering its key strategic objectives and ensured continued
access to opportunities it intends to pursue.
In 2025, the Company completed its portfolio rationalisation,
including the exits from Taq Taq, Sarta, and Qara Dagh, all of
which received KRG approval. The Board also approved the
Company’s exits from the Lagzira licence in Morocco and the
Odewayne PSA in Somaliland.
Throughout the year, the Board regularly monitored
developments relating to the resumption of exports through
the ITP. Towards the end of 2025, agreements were reached
between the Federal Government of Iraq, the Kurdistan Regional
Government, and a group of international oil companies to
resume the export of crude oil produced in Kurdistan via the ITP.
The Board determined that it was in the Company’s best interest
to continue selling its production domestically to retain high
confidence in cash generation and ensure available funding for
investment. The Board continues to monitor the implementation
of these agreements and considers sustained, continued
execution a key factor as it keeps export arrangements
under review.
In the first half of 2025, the Company took its first step toward
geographical diversification by completing the acquisition of a
40% participating interest in Block 54, in the Sultanate of Oman
and commenced the work programme on the licence during
the year.
Throughout 2025, the Board was kept informed of the
development of opportunities to purchase new assets and
reviewed several prospects that resulted in firm bids being
made. The Board and management continue to pursue and
bid on opportunities that align with our strategic priorities,
applying the same discipline and rigorous assessment to
ensure any transaction is value accretive over the long-term for
our shareholders.
Following the retirement of David McManus as Chair in
November 2025, the Board appointed Canan
Edib
og˘l
u
as Interim
Chair while the search for a permanent successor took place.
At every meeting, the Board reviewed health, safety, and
security matters, as well as broader external risks and their
potential impact on the business.
Board attendance
The Directors demonstrated their commitment to their responsibilities during the year with strong attendance across Board and
Committee meetings and making themselves available as required between meetings. Attendance for each Board member is
disclosed in the table below and is expressed as meetings attended out of meetings held. Where absences occurred, these were due
to exceptional circumstances or meetings held at short notice and did not impact the effectiveness of the Board or its Committees.
The Board considers this level of engagement consistent with the expectations of the UK Corporate Governance Code, confirming that
each Director has sufficient time to discharge their duties.
Board Audit
Committee
Remuneration
Committee
Nomination
Committee
Reserves
Committee
Paul Weir
1
yyyyyy
yyyyyy
N/A N/A N/A
yy
Canan Edibog˘lu
1
yyyyyy
yyyyyy
yyy
N/A
yyy
N/A
Tolga Bilgin
1
yyyyyy
yyyyyy
N/A N/A
yyy
N/A
Sir Dominick Chilcott
yyyyyy
yyyyyyy
N/A
yyy yyy
N/A
Yetik K. Mert
1
yyyyyy
yyyyyy
yyy yyy yyy
N/A
David McManus
2
yyyyyy
yy
N/A
y y yy
y denotes scheduled meeting attended denotes scheduled meeting not attended
1
Unable to attend an ad-hoc meeting called at short notice; however, views and opinions on the agenda were provided ahead of the meeting
2
David McManus retired from the Board on 2 November 2025 and had been unable to attend some Board meetings due to poor health
Code of Conduct
Our Code of Conduct, adopted by the Board, defines what we
stand for as a Company, sets out the principles that guide all of
our business activities and how we expect our Board, employees,
suppliers, partners, and others to behave. Further details on
our Code of Conduct can be found on page 53 and a full copy is
available on our website.
Culture
The Board recognises the importance of monitoring culture
throughout the business, in order to ensure practices and
behaviours are aligned with the Company’s purpose, values, and
strategy. The Board and its Committees monitor organisational
culture throughout the year via reports on various topics, including
organisational effectiveness, health and safety, compliance
matters, workforce remuneration, and talent development.
The Board of Directors reviews and approves key policies,
including the Company’s values and Code of Conduct, in order to
establish a tone from the top and ensure they support the long-
term sustainable success of the business. In 2025, the Board also
reviewed and approved updates to various policies.
Over the course of 2025, the Company advanced its culture by
enhancing awareness of the SpeakUK process, continuing to
implement our legal and compliance training, and delivering
training to address sexual harassment in the workplace in line
with the 2024 Equality Act. In 2025, an enhanced performance
management system was also launched. This includes an element
on values reflection, whereby employees are asked to reflect on
how the Company values are demonstrated in their daily work
and aims to bring our performance management system into
today’s fast-paced environment and provide continuous and real-
time feedback.
Board leadership and company purpose
68 Genel Energy Annual Report 2025
Speak Up
All employees are encouraged to raise any concerns they may
have and to report any suspected or known violations of the
Code of Conduct or Company policies without fear of retaliation.
Further information on our whistleblowing and grievance policy can
be found on page 54.
Market Abuse Regulation
The Board is responsible for taking all proper and reasonable
steps to ensure full compliance with the Market Abuse Regulation,
including ensuring that staff are fully trained and understand their
obligations under the regime.
Business conduct
We conduct our business in an open, honest, and ethical manner.
We do not tolerate any form of bribery. Further details on our
business conduct can be found on pages 53 to 54.
Our policy is not to make political donations, and we have not done
so in the year under review (2024: nil).
Conflicts of interest
We seek to avoid conflicts of interest wherever possible. We believe
it is important that the decision-making process is not impaired
by an individual being conflicted by either an actual or a potential
conflict. However, we recognise that from time to time situations
may arise which could result in actual or potential conflicts and,
accordingly, we have a formal system in place enabling Directors
and members of senior management to declare any such conflicts
and for those conflicts to be reviewed and, if appropriate,
authorised by the Board. A register of conflicts is maintained by the
Company Secretary. The Company’s conflict of interest policy also
requires our employees to declare any actual or potential conflicts
of interest. The Audit Committee and the Board have applied the
principles and processes set out above during 2025 and confirm
that they have operated effectively.
In addition, on an annual basis, the Company Secretary writes to
each of our significant shareholders requesting their cooperation
to identify conflicts of interest and related parties and continues
to engage with them to identify any actual or potential conflict of
interest that may arise on an ongoing basis.
Third-parties
We maintain high standards of business conduct in our dealings
with all third-parties in order to promote mutually beneficial
relationships and protect our reputation. We do not seek to win or
maintain business by acting illegally or contrary to our contractual
agreements. Our relationships with third-parties are conducted on
a fair and honest basis. We expect our third-parties to maintain the
same standards of business conduct that we adhere to.
Engagement with stakeholders
During the year, the Board continued to monitor the Company’s
key stakeholders and their impact on key strategic objectives.
The Board receives regular updates on engagement activity
undertaken by management with the Company’s key stakeholders
at scheduled board meetings throughout the year and provides
feedback. Ad hoc updates as necessary are also provided.
Further information on stakeholder engagement and how the
Board has complied with s172 of the UK Companies Act 2006 can
be found on pages 24 and 25.
Communities and environment
The Group’s Code of Conduct also sets out a framework for how
it partners with, and invests in, communities (local, regional
and global) to achieve mutual long-term benefits. The Group
contributes to socio-economic development through taxes,
royalties and other local payments and donations.
Protecting and sustaining the communities and the natural
environment, and supporting our host communities in which we
work, is fundamental to maintaining our social licence to operate
and to creating a long-term sustainable business.
We seek to maintain proactive and constructive engagement with
the local communities that could potentially be affected by our
operations and assets, and invest within these communities to
support social and economic development. Further information on
how we engage with communities can be found in the sustainability
section of this report on pages 26 to 57.
Workforce engagement
The Board recognises the importance of our workforce as a key
component in the Company’s ability to deliver its strategy and has
appointed Canan
Edib
og˘l
u
as its Designated INED (‘DINED’) for
workforce engagement. During 2025, Canan
Edib
og˘l
u
was invited
to engage with the Genel workforce through informal conversations
over brunch in Istanbul and lunch in London and went on to provide
feedback from her conversations to the Board of Directors.
In addition, throughout the year, where appropriate, the Executive
Committee and their direct reports were provided with the
opportunity to present various topics to the Board or relevant
Board Committee for discussion. The Board were invited to interact
with a group of high-potential employees during a reception, and
each of the Non-Executive Directors participated in a mentoring
programme involving employees from both our London and
Istanbul offices.
Communication with investors
We communicate regularly with our shareholders and bondholders
through periodic updates, presentations and video conferences
in line with our financial calendar and for specific events. We also
offer one-on-one meetings throughout the year to shareholders,
bondholders and potential investors and regularly provide analyst
briefings so that accurate research on the Company is available.
In 2025, meetings were held with major shareholders in order to
discuss the current position of the business and its future strategy.
Our major shareholders are encouraged to meet with the Chair
to discuss any matters that they would like to raise outside the
formal financial calendar. We welcome an open dialogue with all
our investors.
We also engage with our investors via our website at
genelenergy.com
The Board receives regular investor relations updates, which cover
key investor meetings and activities, as well as investor feedback.
2026 AGM
The 2026 AGM will be held on Thursday, 7 May 2026, at Linklaters
LLP, 20 Ropemaker Street, London, EC2Y 9AR at 11.00am.
The Notice of AGM accompanies this Annual Report and sets out
the business to be considered at the meeting. Both this Annual
Report and the Notice of AGM are available on our website at
genelenergy.com
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 69
Division of responsibilities
Independence of the Board
The Independent Non-Executive Directors, Sir Dominick Chilcott, Canan
Edib
og˘l
u
, and Yetik K. Mert are responsible for providing robust
oversight by constructively challenging both management and Board decisions, thereby ensuring effective governance and accountability.
Patrick Allman-Ward (as Chair) was considered independent at the time of his appointment. The Independent Directors and the Chair meet
regularly in a private session after scheduled Board meetings and on other occasions. Tolga Bilgin is not considered to be independent.
The Board considers that there is an appropriate balance between Executive and Non-Executive, Independent and Non-Independent
Directors, with a view to promoting shareholder interests and governing the business effectively.
Roles and responsibilities
We believe that it is important to ensure that there is a clear division of roles between the Chair, Chief Executive Officer, and Senior
Independent Director of the Company.
Patrick Allman-Ward
Chair
Patrick Allman-Ward is the Chair. The Chair
reports to the Board and is responsible for
the leadership and overall effectiveness of
the Board, overseeing the strategy of the
Company and setting the Board’s agenda.
Specific responsibilities of the Chair include
ensuring the effective running of the Board,
ensuring that the Board agenda is forward-
looking with an emphasis on strategic
issues and ensuring the performance of
the Board and its Committees is effective
and in line with best practice. A culture
of openness and debate is encouraged
by the Chair by ensuring constructive
relations between Executive and Non-
Executive Directors and ensuring effective
communication between the Company
and its shareholders. The Chair’s other
significant commitments are included in his
biography on page 64.
Paul Weir
Chief Executive Officer
Paul Weir is the Chief Executive Officer.
The Chief Executive Officer is responsible
for all executive management matters of
the Company. He reports to the Chair and to
the Board directly. Specific responsibilities
include the day-to-day management of
the Group within delegated authority
limits, identifying and executing strategic
opportunities, managing the risk profile
and ensuring appropriate internal controls
are in place, maintaining a dialogue with
the Chair and the Board on important
and strategic issues, ensuring the proper
development of senior management and
succession planning for executive positions.
Canan
Edib
og˘l
u
Senior Independent
Non-Executive Director
Canan
Edib
og˘l
u
is the Senior Independent
Director. Canan
Edib
og˘l
u
is available to
shareholders who have concerns that
cannot be addressed through the normal
channels of the Chair or the Chief Executive
Officer. She acts as a sounding board for
the Chair and an intermediary for other
Directors if and when necessary.
70 Genel Energy Annual Report 2025
Composition, succession, and evaluation
Board composition
There are six directors on the Board, one of whom is Executive and
five (including the Chair) are Non-Executive. Three (excluding the
Chair) are independent under the Code. In addition, the Chair was
independent on appointment and one shareholder representative
Director is not considered independent.
Skills, knowledge, experience, and
attributes of Directors
The Board considers that a diversity of skills, background,
knowledge, experience, perspective, and gender is required
in order to govern the business effectively. The Board and its
Committees work actively to ensure that the Executive and Non-
Executive Directors continue to have the right balance of skills,
experience, independence and group knowledge necessary to
discharge their responsibilities.
The Non-Executive Directors bring with them international and
operational experience gained both in the sectors in which we
operate and in other areas of business and public life.
All Directors are required to devote sufficient time and
demonstrate commitment to their role. Further details of the
Directors’ skills and experience are set out on pages 64 to 65 of
this Annual Report.
Board composition, international diversity, skills,
and experience of the Board
Board composition
Total number of Directors
yyyyyy
Independent Directors
yyyy
Non-Independent Directors
y
Executive Directors
y
International diversity
British
yyy
Turkish
yyy
Skills and experience of the Board
Natural resources
yyyy
Managing and leading
yyyyyy
Governance
yyyyy
Financial capital markets
yy
HSSE
yyy
Remuneration
yyy
Foreign affairs
yyyyyy
Board tenure
0 - 1 years
y
1 - 3 years
y
3 - 5 years
yyy
6 - 9 years
y
Directors’ induction and ongoing development
In order to govern the Group effectively, Non-Executive Directors
must have a clear understanding of the overall strategy, together
with a sound knowledge of the business and the industry within
which it operates.
The Chair, together with the Company Secretary, is responsible
for ensuring that all new Directors receive a full, formal and
tailored induction upon appointment to the Board. This includes
a detailed overview of the Company and its governance practices
and meetings with key personnel from across the Group in order
to develop a full understanding of the business, its strategy and
business priorities in each area.
As part of the ongoing training and development programme
throughout the year, training on specific topics, including
safeguarding against sexual harassment in the workplace
was delivered. The Directors also attended The Effective
Non-Executive Director programme run by the FT Board
Director Programme.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 71
Board performance review
For the 2025 Board performance review, an internal review of the effectiveness of the Board, each of its committees, and each
Director was conducted. The 2025 review was facilitated by Canan
Edib
og˘l
u
in her position as Interim Chair. The 2024 Board
performance review was performed by external independent advisers Bovill-Newgate.
As part of the performance review, an electronic survey among Board members and one-to-one meetings were held between each
Board Director and the Interim Chair.
Actions taken following the 2024 effectiveness review
Board processes The Board reviewed the number of meetings held during the
year and concluded that no changes were required to the
number of scheduled meetings.
A review of the matters reserved for the Board, Committee
terms of reference and delegations of authority took place, and
each document was updated.
Risk The Board approved an enhanced risk management policy
and risk management procedures. In addition, an analysis of
internal controls was performed ahead of provision 29 of the
UK Corporate Governance coming into force in 2026.
Diversity and succession planning The Nomination Committee held sessions on executive
succession planning and commenced the search for a
new Chair. The Committee also adopted a more detailed
appointment procedure.
Actions arising from the 2025 effectiveness review
Implementation of the strategy Continued focus on the implementation of the Company’s
strategy through dedicated strategy sessions.
Board dynamics and culture Following the appointment of Patrick Allman-Ward as the
new Chair in 2026, the Board will draw on his experience to
strengthen Board culture, foster constructive challenge and
openness, supported by external perspectives and enhance
Board development activities.
Overall, the 2025 Board performance review concluded that the Board functions well and each of its Committees remained effective
with strong leadership and engagement, allowing adequate time to discuss areas within their remit.
Following these performance reviews, the Board considers that each of the Directors continues to make an effective and valuable
contribution and demonstrates their commitment to the role. It is the Board’s intention to continue to review its performance annually,
including that of its Committees and individual Directors. Accordingly, the Board recommends the re-election/election of each
Director with the exception of Sir Dominick Chilcott who will stand down as a Director at the Company’s forthcoming AGM.
Composition, succession, and evaluation
72 Genel Energy Annual Report 2025
Reserves Committee
Ensuring a robust reserves
and resources process
Current Chair:
Patrick Allman-Ward
1
Current Members:
Paul Weir
1
Patrick Allman-Ward was appointed as Chair of the Reserves
Committee on 9 February 2026. David McManus held the position until
his retirement on 2 November 2025
Meetings held in 2025
Two meetings
Dear Shareholder,
As part of the Company’s governance processes, the Reserves
Committee continued to provide oversight over the reserves
and resources assessment process and approval of the annual
reserves and resources statement. Below is a summary of
the Committee’s key responsibilities and activities over the
past year.
Reserves and resources
In order for the Committee to discharge its responsibilities it
receives and considers reports from management, technical
experts and external independent reserves evaluators as
required ahead of approving the annual reserves and resources
statement. The Committee examined a preliminary assessment
from DeGolyer and MacNaughton on the Tawke PSC of which
Genel has a 25% working interest. The outcome of this
assessment was that at the 2025 year-end gross 2P reserves at
the Tawke PSC, adjusted for 2025 production of 25.6 MMbbls,
stood at 254 MMbbls (2024: 312 MMbbls). Genel continues to
retain 11.7 MMbbls of these 2P resources associated with the
Tawke field enhanced oil recovery project as 2C.
In 2025, the review of asset development plans took place by the
full Board of Directors. The asset level strategy, opportunities
and risks were reviewed for each of the Company’s assets and
enabled the Board to scrutinise the way forward to monetise
value from each of our assets. It is anticipated that in 2026, this
work will be performed by the Reserves Committee, which will
report its findings to the full Board.
Terms of reference
The Reserves Committee has detailed terms of reference, which
were updated in December 2025 to ensure they remained fit for
purpose, and can be viewed at genelenergy.com
Patrick Allman-Ward
Chair, Reserves Committee
Key responsibilities and activities of the Reserves Committee during 2025
Responsibility Activity Key discussions
Reserves and resources review
To ensure a robust reserves and resources
review process
— February 2025: reviewed reports
on the 2024 year-end reserves and
resources position for each asset
— July 2025: reviewed projects as
part of the Company’s new business
workstream
— Examined the assessment from
DeGolyer and MacNaughton on Tawke
PSC reserves and resources
— Discussed target assets under various
scenarios
External reporting
To review the Company’s statement of
reserves, independent reserves evaluator’s
reports and any material changes in
reserves volumes
— March 2025: approved the 2024
statement of reserve and resources
— Discussed changes in reserves and
resources during 2024
External reserves evaluator
To review the qualification and
independence of the independent qualified
reserves evaluator
— Confirmed the qualified reserves
auditors remained independent and
endorsed their appointment
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 73
Nomination Committee
Ensuring a Board with the skills
for long-term success
Current Chair:
Patrick Allman-Ward
1
Current Members:
Tolga Bilgin
Sir Dominick Chilcott
Canan Edibog˘lu
Yetik K. Mert
Meetings held in 2025
Three meetings
Dear Shareholder,
The purpose of the Committee is to help the Board discharge its
responsibilities by leading the process for appointments, ensuring
plans are in place for orderly succession to both Board and senior
management positions, and overseeing the development of a
diverse pipeline for succession.
The Committee’s terms of reference were reviewed and updated
in December 2025; these align with the UK Corporate Governance
Code. The Committee’s terms of reference are available on
our website at genelenergy.com. Below is a summary of the
Committee’s key responsibilities and activities over the past year.
1
Patrick Allman-Ward was appointed as Chair of the Nomination
Committee on 9 February 2026. David McManus held the position
until his retirement on 2 November 2025, and Canan
Edib
og˘l
u
chaired
the Committee between 2 November 2025 and 8 February 2026
Key responsibilities and activities of the Nomination Committee during 2025
Responsibility Activity Key discussions
Board structure, size and composition
Review the structure, size and composition
of the Board, having due regard to the
Company’s strategic, operational, and
commercial requirements and overall
diversity of Board members
— March 2025: Board composition and
size were considered
— Board composition and size
Recommend the appointment/reappointment of Directors at the AGM
Annually making recommendations to the
Board on the re-appointment of Directors
at the AGM
Reviewing candidates for any open Board
position
— March 2025: Reappointment of
Directors at the AGM
— Q4 2025: reviewed the job
specification for the position of Chair
and initiated the process to appoint a
new Chair
— December 2025: Adopted an updated
Board appointments procedure
— Provided a recommendation to the
Board to put forward Directors for
reappointment at the 2025 AGM
— Chair job specification, appointment
of an independent executive search
agency, and candidate selection
Succession planning
Succession planning for Directors and other
senior executives
— September 2025: Considered Chair
and senior executive succession
planning
— Reviewed talent management across
the Company and identified potential
internal candidates
74 Genel Energy Annual Report 2025
Board composition
In discharging its duties, the Committee keeps under review the
composition and balance of the Board. The Committee is aware
of the need to align the Board’s composition with the Company’s
strategy and to ensure the Board has the necessary skills to
ensure the Company’s long-term success. As part of its work,
the Committee assists the Board in ensuring that it consists of
individuals whose background, skills, experience and personal
characteristics will augment the present Board and meet its
future needs.
Following the retirement in the second half of 2025 of David
McManus as Chair of the Board, Canan Edibog˘lu was appointed as
Interim Chair of the Board.
The Committee considered the skills and experience required
from the new Chair to successfully lead the Board and deliver the
Company’s strategic priorities and commenced a process to appoint
an adviser to assist with recruitment.
Following a tender process, the Committee engaged Cripps
Leadership Advisors, an independent executive search firm, to
undertake a comprehensive search process. A sub-set of the
Nomination Committee, along with Paul Weir, interviewed a number
of candidates, following which a short list was invited to meet with
the Board as a whole in early 2026. In January 2026, the Board
approved the recommendation of the Committee that Patrick
Allman-Ward be appointed as Chair of the Board.
When searching for a new Board Director, we consider candidates
based on merit and against objective criteria, giving due regard to
the benefits of diversity on the Board. Although the Board does
not have specific Board diversity targets (the Company’s diversity
and equal opportunities policy can be found on our website), we
are committed to employing a diverse and balanced workforce to
help pursue our strategy, and this includes our Board of Directors.
We also recognise that diversity is important when building an
effective and talented workforce at all levels of the organisation,
including the Board. The importance of this is highlighted in our
Code of Conduct and underpinned by our recruitment practices and
dealings with our partners and suppliers. Further information on
diversity within the Company can be found on page 46. The Board
and senior leadership’s gender identity and ethnicity data
presented in accordance with UK Listing Rule 22.2.30 can be found
on page 97.
Succession planning
The Committee reviewed the output of the 2025 talent
management process, which is used throughout the Company
to identify current and future talent potential, learning and
development needs, and succession planning gaps. As part of this
review, the Committee considered the diversity of age, gender and
type of employee (full-time or contractors) across the Company.
Committee performance review
As part of the Company’s governance practices, a performance
review of the Committee for the year ended 31 December 2025
was completed as part of the wider Board performance review.
Further information can be found on page 72.
Patrick Allman-Ward
Chair, Nomination Committee
Process for Board appointments
1
Job specification
2
Selection of an external independent search firm
3
Review of the candidate long list
4
Candidate interviews
5
Final interviews
6
Candidate references and psychometric
assessment
7
Nomination Committee recommendation
8
Board decision
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 75
Audit Committee
Ensuring integrity and clarity of
published financial information
Current Chair:
Canan Edibog˘lu
Current Member:
Yetik K. Mert
Meetings held in 2025
Three meetings
Dear Shareholder,
Composition of the Audit Committee
During 2025, all members of the Audit Committee were
Independent Non-Executive Directors. The Committee as a
whole is considered to be competent in the oil and gas sector
and meets the requirement under the UK Corporate Governance
Code, which requires at least one member of the Committee to
have recent and relevant financial experience.
In order to discharge its duties and responsibilities effectively
during the year, the Committee relied on information and
support from management and invited the CEO (Paul Weir), CFO
(Luke Clements), General Counsel (Jamie Dykes) and Company
Secretary (Chandni Karania), as well as other members of staff,
to its meetings.
The Audit Committee is entrusted with ensuring the integrity
and clarity of published financial information, recommending
the appointment of our external auditors, enhancing the
effectiveness of the Group’s risk management and internal
assurance processes, and overseeing related governance and
compliance matters.
The Committee’s terms of reference were reviewed and
updated in December 2025; these align with the UK Corporate
Governance Code. The Committee’s terms of reference are
available on our website at genelenergy.com. On the next page is
a summary of the Committee’s key responsibilities and activities
over the past year.
76 Genel Energy Annual Report 2025
Key responsibilities and activities of the Audit Committee during 2025
Responsibility Activity Key discussions
Financial reporting
To ensure the integrity and objectivity of
published financial information, enabling
investors to make decisions based on
appropriate Company information
— March 2025: Reviewed the Annual
Report and Accounts for the year ended
2024
— July 2025: Reviewed the 2025
interim statement
— Discussed significant issues and
judgements
— Reviewed the going concern and
viability statement
— Assessed the Annual Report in the
context of whether, taken as a whole, it
is fair, balanced and understandable
External Audit
To review the performance of the
external auditors including monitoring
their independence, effectiveness and
compliance with the Non-Audit Services
Policy
Recommending the reappointment of
BDO LLP (‘BDO’) as the Company’s
external auditors
— March 2025: Received a report from
BDO containing the conclusions of the
audit performed in respect of the 2024
Annual Report and Accounts
— July 2025: Received a report from
BDO in respect to the 2025
interim statement
— July 2025: Commenced an external
audit tender process
— December 2025: Reviewed the year-
end 2025 external audit plan
— Reports from the external auditors on
the annual financial statements, interim
results statement and scope and plan
for the 2025 external audit
— Held private meetings with the external
auditors without the presence of
management
— Assessed the effectiveness of the
external auditor
— Approved the annual remuneration for
the external auditor
— Recommendation to reappoint the
external auditor for full-year 2025
Risk management, assurance and internal controls
To ensure effective risk management,
assurance and internal control systems
To determine whether an internal auditor is
required, where one is appointed to receive
reports from the Company’s internal auditor
and monitor its effectiveness
— March 2025: Reviewed the risk
management framework and assurance
programme, and confirmed that
internal controls were appropriate and
operating effectively
— July 2025: Received an update on
routine risks, progress made against
the 2025 assurance programme and
the steps being taken to ensure the
Company can comply with provision 29
of the UK Corporate Governance Code
in 2026
— December 2025: Approved a revised
risk management procedure and
the 2026 assurance plan. Provided
a recommendation to the Board of
Directors to adopt an enhanced risk
management policy
— Provided oversight of the Group’s
risk, assurance and internal controls
framework
— Reviewed the design and operating
effectiveness of internal controls for
routine risks
— Monitored progress against the
Company’s assurance plan and
discussed key audit findings
— Discussed how the Company would
comply with provision 29 of the UK
Corporate Governance Code in 2026
Treasury
To monitor the Company’s cash position
and keep the treasury policy under review
— At each meeting during the year, the
Committee received an update on the
Company’s cash position, including
details on where cash was held
— Discussed the Company’s banking
arrangements and counterparties
approved under the treasury policy
Governance and compliance
To monitor conflicts of interest
To monitor the effectiveness of the
Company’s compliance programme,
including the Anti-Bribery and Trade
Sanctions processes and procedures
To monitor the Group’s subsidiaries
compliance with local law in the jurisdiction
in which they are incorporated
— At each meeting during the year, the
Committee received an update on the
compliance programme
— July 2025: Approved simplification of
the Group’s structure chart
— December 2025: Approved the
conflicts of interest register
— December 2025: Reviewed compliance
of the Group’s subsidiaries
— Discussed the offence of failure to
prevent fraud introduced by the UK
Economic Crime and Transparency
Act 2022 and the Company’s fraud
prevention framework
— Reviewed the conflicts of interest of
Directors and senior managers
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 77
Annual Report and Accounts
The Audit Committee reviews the Annual Report and Accounts to ensure that it is fair, balanced and understandable, and goes on to
make a recommendation to the Board ahead of the Annual Report being approved.
As part of its role for both the interim and full-year financial statements, the Audit Committee reviews the financial statements,
including significant issues, key estimates and judgements that management has used in applying accounting standards and preparing
the financial statements. The table below identifies each of the significant issues, estimates and judgements during the preparation of
the year ended 31 December 2025 financial statements.
Significant issues and judgements Audit Committee action
Oil price assumption
The Committee reviewed the Company’s oil price assumption at the half-year and full-year.
The Company’s oil price assumption was determined by reference to Brent futures market
and consensus oil price, and smoothed to $75/bbl in the long-term.
Discount rate
The Committee reviewed the discount rate used for assessing the recoverable amount of its
producing assets and maintained it at 14%.
Impairment of producing oil assets
When considering potential indicators of impairment, the Audit Committee considered
the Company’s lower market capitalisation compared to its net assets, production
performance of the assets, activity schedules, costs, pricing terms, payments and the
continued closure of the Iraq-Türkiye pipeline until late September 2025 which resulted in
the deferment of activity, production and sales into the domestic market whereby a low
sales price was realised. At the full-year, the Committee also considered the output of the
Reserves Committee process and concluded that there was no impairment/reversal of past
impairment for Tawke PSC.
Trade receivables recoverable value
The Company is owed six months of sales revenue for the period between October 2022 and
March 2023 as at 31 December 2025. The delay in payments was assessed in terms of the
recoverability of trade receivables by applying a number of collection scenarios, which were
weighted based on expected repayment timing and this assessment resulted in an expected
credit loss of $11.8 million.
Going concern and viability
The key inputs and sensitivities applied to the Company’s viability statement and going
concern assessment were reviewed by the Committee. The Committee concluded that the
Company remains a going concern and is expected to remain viable over the next three-
year period.
External audit
The effectiveness and the independence of the external auditor
are key to ensuring the appropriate assurance is obtained in
relation to the Group’s published financial information. Prior to
the commencement of the audit, the Committee reviews the
external auditor’s audit plan, which is designed to ensure that
there are no material misstatements in the financial statements
for the year ended 31 December 2025. At the year-end, the
Committee received and discussed a detailed report from BDO
regarding the work performed as part of the audit, including the
scope, materiality thresholds and risks.
The Committee monitors and approves the provision of non-
audit services by the Company’s external auditors in accordance
with the policy on non-audit services. The provision of non-
audit services is generally limited to services that are closely
connected to the external audit or to projects that require a
detailed understanding of the Group (for example, the half-year
review) and require pre-authorisation by the Committee under
the terms of the policy.
In 2025, the ratio of non-audit to audit and audit-related fees
paid to BDO was 1:5, the non-audit fee paid was $80,000, further
details of which can be found on page 121 of the notes to the
financial statements. These fees reflect the interim review under
the provisions of ISRE 2410 completed by BDO in respect of the
half-year report for the period ended 30 June 2025.
Following a tender process in 2020, BDO was reappointed as the
Company’s external auditor at our 2025 AGM and Anne Sayers
was appointed as the Senior Statutory Auditor to the Company.
The year ending 31 December 2025 will be Anne Sayers’ fifth
and final year as the Senior Statutory Auditor to the Company.
The Audit Committee decided to take this opportunity to
commence a formal audit tender process in line with the Audit
Committee and the External Audit Minimum Standard published
by the FRC, in which a number of firms, including BDO, were
contacted, engaged and invited to participate. The invitation to
tender included details of the process that would be followed
and the criteria against which each firm would be assessed.
The assessment criteria focused on audit quality but also on
industry knowledge, experience, the team’s track record and
independence. A subset of the firms invited to tender accepted
the invitation and submitted proposals. The Audit Committee
assessed the proposals against the predetermined criteria and
went on to make a recommendation to the Board that BDO
continue to be appointed as the Company’s auditor for the year
ending 31 December 2026. In March 2026, the Board endorsed
the Audit Committee’s recommendation, which remains subject
to approval by the Company’s shareholders at the 2026 AGM.
Audit Committee
78 Genel Energy Annual Report 2025
Audit tender process
1
Invitations to tender are issued
2
Proposals submitted and reviewed
3
Audit Committee recommendation
4
Board decision
5
AGM
Risk management
As part of the Company’s control framework, the Committee
assisted the Board in monitoring and reviewing risk management
procedures and risk reporting. An overview of the Company’s
risk management procedures and principal risks can be found on
pages 16 to 18.
Internal Assurance
The Audit Committee recognises that an effective internal audit
and assurance function, responsible for providing independent
and objective assurance on internal control, governance
and risk management, is an important part of delivering a
strong governance culture. As part of the Audit Committee’s
remit, it reviews the effectiveness of our internal assurance
arrangements on an annual basis. Following a full-year of
implementing and embedding our internal assurance function in
2025, the Audit Committee has assessed that in 2026, internal
resources will continue to be used to provide the analysis and
assurance it requires to ensure our key controls are working
appropriately and will engage with subject matter experts for
areas where specialised knowledge is required.
The Committee has approved management’s 2026 internal
assurance plan, which is aligned to our business operations
for the coming year and encompasses tier 1, 2 and 3 assurance
activities. As our business develops, the Committee will
continue to review the effectiveness of our internal assurance
arrangements and the appropriateness of using internal
resources to execute the assurance programme versus a
dedicated internal audit function.
Committee performance review
As part of the Company’s governance practices, a performance
review of the Committee for the year ended 31 December 2025
was completed as part of the wider Board performance review.
Further information can be found on page 72.
Canan Edibog˘lu
Chair, Audit Committee
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 79
Directors’ remuneration report
Remuneration Committee Chair’s statement
Current Chair:
Yetik K. Mert
Current Members
1
:
Sir Dominick Chilcott
Patrick Allman-Ward
2
1
David McManus retired as a Director from the Company on
2 November 2025
2
Patrick Allman-Ward was appointed as a Director on 9 February 2026
Meetings held in 2025
Three meetings
Dear Shareholder,
On behalf of the Remuneration Committee, I am pleased to
present Genel’s Directors’ remuneration report for the year ended
31 December 2025.
As a Jersey registered company we are not required to prepare a
remuneration report in accordance with UK legislation, however,
it remains the policy of Genel to comply with the UK Corporate
Governance Code and remuneration regulations and so we have
once again prepared our Annual Report on Remuneration in
accordance with the Large and Medium-sized Companies and
Groups (Accounts and Reports) Regulations 2008 (as amended).
Composition of the Committee
All of the members of the Committee were Independent Non-
Executive Directors, including David McManus, before he stepped
down as a director, who was independent on appointment.
In conjunction with his appointment to the Board, Patrick Allman-
Ward was also appointed as a member of the Remuneration
Committee with effect from 9 February 2026.
Remuneration for 2025
Each year, the Company aims to reward performance across the
organisation through an annual bonus plan, which incorporates
both corporate and personal elements. The Committee reviewed
performance against the targets outlined in the scorecard on
page 83 for the corporate element of the bonus plan. Based on
the achievement of these performance targets, the Committee
determined a corporate scorecard outcome of 64% of the
maximum. The outcome reflects solid progress across the business
in 2025, including successful delivery of the work programme
and budget, continued value maximisation from Tawke, and
the securing of a new five-year bond that further strengthened
the Company’s financial position and reduced strategic risk.
The management team also completed the portfolio rationalisation
programme and implemented the 2025 HSE and ESG plans.
However, key objectives relating to the recovery of overdue
receivables from the KRG and the resumption of international
exports on terms aligned with the Tawke PSC were not achieved.
In addition, performance against the business sustainability
KPIs were partly met. Further details of performance against the
targets set for the corporate element of the bonus can be found on
page 83.
Paul Weir’s 2025 bonus is comprised of both the corporate
scorecard outcome (80% weighting) and personal performance
(20% weighting). Under this framework his overall bonus outcome
was 70% of the maximum. The Committee determined that 75%
of his bonus would be paid in cash and 25% would be deferred
into shares.
Paul, along with other members of senior management, was
granted awards under the Company’s Performance Share Plan
(PSP) in April 2025. In line with the Company’s Remuneration
Policy, the PSP aims to support the delivery of the Company’s long-
term strategy and shareholder value. The performance conditions
are measured against 50% relative TSR and 50% absolute TSR.
Performance for the 2022 PSP awards was measured based on the
Company’s TSR performance over the three years to April 2025.
Following an assessment of performance against the targets, the
vesting outcome for the 2022 PSP award was 0%.
As announced during the year, following a period of ill health, David
McManus decided to retire as Chair and stepped down from the
Board on 2 November 2025. Details of David’s departure from the
Board are set out on page 82.
Full details of the Remuneration Committee’s activity in 2025 are
set out in this report on page 81.
Looking ahead
In December 2025, the Committee approved a 2.9% increase in
Paul’s base salary effective from 1 January 2026. This is less than
the general increase applied to the wider UK workforce of 3.2%.
Paul’s annual bonus for 2026 will continue to be determined
through a combination of 80% achievements against corporate
metrics and 20% will reflect personal performance. The Committee
believes that closely aligning his remuneration with Company
metrics will encourage the desired behaviours that support the
Company’s values and strategy.
80 Genel Energy Annual Report 2025
Remuneration Policy
Our Remuneration Policy is designed to attract, motivate and retain the high-quality of talent required to develop and implement our
strategy, thereby driving performance to deliver shareholder value.
In line with our policy to comply with the UK remuneration reporting regulations, we last sought shareholder approval for our Remuneration
Policy at the 2024 AGM. Therefore during 2026, the Remuneration Policy will be reviewed in preparation for the 2027 AGM in line with
the normal three-year cycle, ensuring it remains effective and closely aligned with the Company’s strategic objectives. At the 2027 AGM,
shareholders will once again have the opportunity to approve the updated Remuneration Policy.
2026 AGM
At the AGM in 2026, our shareholders will be asked to approve our Annual Report on Remuneration, and I encourage you to join the Board
and vote in favour. I will be available at the AGM, along with my Committee members, to answer any questions regarding the activities of
the Committee.
Yetik K. Mert
Chair of the Remuneration Committee
Key responsibilities and activities of the Remuneration Committee during 2025
Responsibility Activity Key discussions
Remuneration policy
To implement the Remuneration Policy for the
Chair, Executive Directors, and members of the
Executive Committee
— March and December 2025:
Continued to apply the Remuneration
Policy principles in discussion and
implementation of remuneration for the
Chair, Executive Director, and Executive
Committee members
— Salary, bonus and LTIP awards
for the Executive Director and
Executive Committee members
— Chair’s fee
Wider remuneration practices
To review and have regard to remuneration
practices across the Company
To have regard in the performance of its duties
to any published guidelines or recommendations
regarding the remuneration of directors of listed
companies and the formation and operation of
share schemes
— March and December 2025:
Considered remuneration practices
across the Company including the
annual bonus and management
recommendations for salary increases,
bonus payments, and share awards
— Wider workforce salary changes
— Outturn of the 2024
annual bonus
— Share awards made to the
wider workforce
— Received reports on the external
market conditions
Equity incentives
To review all aspects of any equity incentive plans
operated or to be established by the Company
— March 2025: The Committee set targets
for 2025 PSP awards
— Performance targets and
TSR peer group for the 2025
PSP award
— Monitored and/or assessed the
performance conditions for
share awards
— Considered the impact of share
awards on share dilution
External reporting
To ensure that provisions regarding the disclosure
of information, as set out in The Large and
Medium-sized Companies and Groups (Accounts
and Reports) Regulations and the UK Corporate
Governance Code, are considered
— March 2025: Reviewed the Annual
Report on Remuneration for 2024 prior
to submission to shareholders for a non
binding vote at the AGM
— Considered the remuneration
related elements of the 2024 UK
Corporate Governance Code
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 81
Directors’ remuneration report
Annual Report on Remuneration
This part of the Annual Report provides details of the implementation of the Directors’ Remuneration Policy (the ‘Policy’) for the year
ended 31 December 2025. It discusses how the Policy will be implemented in the 2026 financial year. Details of the Policy can be found
on pages 89 to 95.
Advisers to the Committee
Once again, the Committee was assisted throughout the year in its deliberations by Deloitte LLP (‘Deloitte’), which provided independent
advice on remuneration matters. The Committee has chosen to continue with the appointment of Deloitte as it is felt they have the most
relevant experience and expertise on remuneration related matters to effectively advise the Committee.
Deloitte is a leading remuneration adviser and a member of the Remuneration Consultants Group and voluntarily operates under their
code of conduct in relation to executive remuneration consulting in the UK. In 2025, Deloitte also provided the Company with due diligence
services, services related to the Company’s conduct reporting platform, and advice in respect of the operation of the Company’s share
plans. Deloitte’s fees in respect of advice to the Committee in the year under review were £56,375 and were charged on the basis of their
standard terms of business for the advice provided. The Committee is satisfied that the advice they have received has been objective
and independent.
During the year, the Committee also consulted with the CEO (Paul Weir), Company Secretary (Chandni Karania) and the Chief Human
Resources Officer (Berna Özkoç Öztınaz).
No member of the Committee nor any party from whom advice was sought is involved in discussions regarding their own remuneration.
Shareholder voting
Votes cast by proxy and at the meeting in respect of the Annual Report on Remuneration for the year ended 31 December 2024, at the AGM
held on 8 May 2025, were as follows:
Number of votes cast For Against Abstentions
To approve the Annual Report on Remuneration for the year
ended 31 December 2024
219,473,387 147,200,909 72,272,478 671,171
67.07% 32.93%
The Committee reviewed the voting outcomes for the Annual Report on Remuneration resolution put forward at the 2025 AGM.
This included reviewing feedback received from proxy advisers. The Board also sought feedback from those shareholders who did not
support the resolution. The Committee will continue to maintain open channels for dialogue with shareholders on remuneration matters but
does not believe it is appropriate to take any additional action at this stage.
Audited information
The following tables set out the total remuneration for the Executive Director and CEO, and Non-Executive Directors for the period in office
for the year ended 31 December 2025, and comparison figures where appropriate.
Salary/fees Pension Benefits
Total Fixed
Pay Bonus LTIP
1
Total Variable
Pay Total
Name
£’000
2025
£’000
2024
£’000
2025
£’000
2024
£’000
2025
£’000
2024
£’000
2025
£’000
2024
£’000
2025
£’000
2024
£’000
2025
£’000
2024
£’000
2025
£’000
2024
£’000
2025
£’000
2024
Executive Director
Paul Weir 509 496 25 25 76 74 611 595 535 396 0 0 535 396 1,145 991
1
LTIP includes the 2022 PSP awards which lapsed in full based on performance over the three years to 4 April 2025. Further details are provided on page 84
Salary/fees
1
% change in annual fee
2
Name
£’000
2025
£’000
2024
2020/
2021
2021/
2022
2022/
2023
2023/
2024
2024/
2025
Non-Executive Directors
Tolga Bilgin 63 61 0.0% 0.0% 4.0% 4.5% 2.7%
Sir Dominick Chilcott
2,3
78 25 n/a n/a n/a n/a 2.7%
Canan Edibog˘lu
2,4
105 94 8.6% 10.5% 4.0% 8.0% 2.7%
Yetik K Mert 94 91 n/a 14.10% 4.80% 4.5% 2.7%
David McManus
2,5
216 250 0.00% 0.00% 4.00% 4.5% 2.7%
1
Non-Executive Directors received only a fee in 2025 and did not receive benefits or an annual bonus
2
The percentage change is calculated on an annualised basis, where the fee was paid for part of the financial year
3
Sir Dominick Chilcott joined the Board on 1 September 2024
4
Canan Edibog˘lu became Senior Independent Director on 23 September 2024
5
David McManus retired as Chair and stepped down from the Board on 2 November 2025 following a period of poor health. In line with the terms of his
letter of appointment and the Remuneration Policy, David received a payment in lieu of notice in respect of his three month notice period, which totalled
£64,178.
82 Genel Energy Annual Report 2025
Additional disclosures in respect of the single total figure table
Base salary
The table below shows 2025 base salary.
Base salary on 1 January 2025 Base salary on 1 January 2024
Paul Weir £509,104 £495,720
Salary information for 2026 is provided on page 87.
Pension and benefits
Paul Weir participates in the Company Pension Plan and receives a Company contribution of 5% of base salary. This is in line with the
Company pension contribution rate for the wider UK workforce.
Paul Weir receives a cash supplement of 15% of base salary in lieu of all benefits, including private health insurance, life assurance and
company car provision. A cash supplement is also received by the wider UK workforce in lieu of benefits.
These cash supplements are not used in the calculation of the bonus and long-term incentive quantum.
2025 – Annual bonus, Remuneration Committee assessment of performance against targets
Following the end of the year, the Committee assessed performance against the scorecard and the achievement of each of these
performance targets. The overall outcome determined by the Committee was 64% of maximum. Details of the scorecard targets and
achievements are set out below.
Bonus
performance
measure Weighting Performance target Assessment of performance against metrics
Performance
assessment
Production
business
41% — Deliver value creation from core assets within
the 2025 work plan and budget
— Recovery of overdue receivables
— Maintain a route to market for KRI production
— Maximised value creation from Tawke
PSC through domestic sales within the
approved 2025 work programme and
budget and secured approval for additional
investment activity
— Secured KRG approval for the relinquishment
of Sarta and Qara Dagh and disposal of Taq Taq
25%
Pre-production
business
5% — Delivery of the 2025 activity programme
within budget
— The scope of the 2025 activity programme was
delivered on time and within budget
— Delivered clean exits from the Lagzira and
Odewayne PSAs
4.5%
Culture
delivery
11% — ESG implementation
— Continued compliance focus
— Optimising talent strategy and
technology capability
— Health and Safety targets met
— Our CDP scores for climate change and water
security were maintained and our ESG strategy
was refreshed to ensure it aligned with
the business
— Our 2025 social investment plan was
successfully delivered, including the Genel20
Scholarship programme and a range of
projects in Somaliland
— Our 2025 compliance programme was
delivered to all employees
— New technological platforms were launched
during the year, enhancing capability
and security
— 2025 HSE plan was delivered successfully
10.5%
Business
sustainability
43% — Management of capital structure
— Progress on portfolio growth
— Raised a new $100m unsecured five-year bond
and recalled the existing bond
— Reduced overhead costs associated with
running the business by more than 10%
— Net cash $134m positive in 2025
— Presented and secured Board approval for
various opportunities to diversify and grow the
Company’s portfolio
24%
CEO annual bonus
Paul Weir annual bonus is weighted 80% against the Company’s targets and 20% against personal performance. Paul achieved a score of
94% for the 20% weighting on personal performance, reflecting performance against his objectives and recognising his strong leadership,
his effective engagement with external stakeholders, and the disciplined approach taken across the business to deliver progress against the
strategy. This resulted in an overall bonus outcome of 70% of the maximum.
2025 Bonus As % of maximum
Paul Weir £534,559 70%
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 83
Directors’ remuneration report Annual Report on Remuneration
Share plan awards made in 2025
The following table provides details of the awards made under the PSP during 2025. Performance for the PSP awards is measured over
the three years from the date of the grant.
Type of award
Face value
1
(£) Basis of awards
Threshold vesting
(% of face value)
Maximum vesting
(% of face value)
End of
performance
period/Vesting
Paul Weir PSP £763,656 150% of salary 30% 100% 02/04/2028
1
Face value has been calculated using the average share price, ten dealing days prior to the date of grant, of 68.36 pence
PSP awards granted in 2025 continued to be assessed 50% on relative TSR against our peer group and 50% on absolute TSR. The peer
group for the 2025 PSP awards is below.
Afentra Africa Oil Capricorn Energy DNO EnQuest
Gulf Keystone Petroleum Jadestone Energy Kosmos Energy Panoro Energy Pharos Energy
Rockhopper Exploration Savannah Energy ShaMaran Petroleum Tullow Oil
The relative TSR element of the award will vest according to the following schedule:
Relative TSR ranking of the Company Proportion of award vesting
Below median 0%
Median 30%
Between median and upper quartile Straight–line basis
Upper quartile 100%
The absolute TSR element of the award will vest according to the following schedule:
Absolute TSR ranking of the Company Proportion of award vesting
Below 10% p.a. 0%
10% p.a. 30%
Between 10% p.a. and 15% p.a. Straight–line basis
15% p.a. or more 100%
Share awards
The following table provides a summary of all share awards held by Directors as at 31 December 2025. Further details of the
Company’s share plans are set out on pages 131 and 132.
Scheme
Grant
date
Exercise
price
(pence)
As at 1
January
2025
Granted
during
the
period
Dividend
during
the
period
Vested
during
the
period
Exercised
during the
period
Lapsed
during
the
period
As at 31
December
2025
Performance
period
end
Expiry
date
Paul Weir
1
PSP 04/04/2022 - 212,932 - - - - 212,932 - 04/04/2025 04/04/2032
PSP 06/04/2023 - 708,296 - - - - - 708,296 06/04/2026 06/04/2033
DBP 06/04/2023 - 36.240 - - 36,240 - - 36,240 06/04/2025 06/04/2033
PSP 30/04/2024 - 879,455 - - - - - 879,455 30/04/2027 30/04/2034
PSP 02/04/2025 - - 1,117,109 - - - - 1,117,109 02/04/2028 02/04/2035
DBP 02/04/2025 - - 144,669 - - - - 144,669 02/04/2027 02/04/2035
1
Awards made to Paul Weir prior to 10 June 2022 were made to him before he became Interim CEO
2022 Performance Share Plan Awards – performance target
1. Relative TSR vesting schedule and comparator group (50% weighting)
The relative TSR element of the 2022 PSP award was subject to the following
vesting schedule:
Relative TSR ranking of the Company Proportion of award vesting
Below median 0%
Median 30%
Between median and upper quartile Straight-line basis
Upper quartile 100%
This element was subject to the Company’s ranked TSR performance against the
following Comparator Group:
Africa oil Energean Pharos Energy
Aker BP Gulf Keystone Petroleum ShaMaran Petroleum
Capricorn Energy Harbour Energy Savannah Energy
DNO Jadestone Energy Tethys Oil
EnQuest Kosmos Energy Tullow Oil
2. Absolute TSR vesting schedule
The absolute TSR performance target means the compound annual growth rates
(CAGR) in the TSR of the Company.
The absolute TSR element of the award will vest in accordance with the
following schedule:
Absolute TSR performance of the Company Proportion of Award Vesting
0%
30%
Straight-line basis
Below 10% p.a.
10% p.a.
Between 10% p.a. and 15% p.a.
15% p.a. \r more
100%
3. Performance
— Based on the Company’s TSR performance over the performance period, the
Company is ranked 13th against the comparator group and achieved vesting of
0% of this element
— Absolute TSR performance: The Company’s absolute TSR performance over the
three year performance period was -20.1% p.a., resulting in vesting of 0% of
this element
— Cumulative performance outcome: The cumulative impact of the above
performance for the relative and absolute TSR elements results in 0% of April
2022 awards vesting
84 Genel Energy Annual Report 2025
Malus and clawback provisions
Annual bonus payments, DBP and PSP awards granted to the Executive Directors are subject to the Company’s malus and clawback
framework. The Remuneration Committee may apply malus or clawback in circumstances including, but not limited to:
—Fraud
—Misconduct
— Misbehaviour by the participant
— Behaviour that has materially damaged, or is likely to damage, the Company
— Material error in the information used to determine an award or assess a performance condition
— Material misstatement of the Company’s audited financial results for which the participant bears significant responsibility, or which
resulted in an award vesting to a greater extent than would otherwise have been the case
— Significant downturn in financial performance to which the participant’s actions materially contributed
— Material breach of health and safety regulations
— Any other comparable circumstances as determined by the Committee
Malus provisions may be operated by the Remuneration Committee at any time from the date an award is granted until the point at which
the award is settled. This enables the Committee to reduce or cancel unvested awards where warranted.
Clawback provisions may be operated by the Remuneration Committee for:
— Two years following the settlement date of PSP awards
— One year following the settlement date of awards made under the DBP or the annual cash bonus
The Committee has selected a two-year clawback period for PSP awards to align with the Company’s share retention policy. A one-year
period applies to DBP awards, reflecting that the DBP already defers the benefit of the annual bonus for two years.
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.
Payments to past Directors
In 2025, there were no payments made to past Directors.
Statement of Directors’ shareholding and share interests
The following table sets out details, as at 31 December 2025, of the shareholdings and share interests of those persons (together with,
where relevant, the shareholdings and share interests of their connected persons) who, during the 2025 financial year, served as a Director.
The Company does not currently operate a formal shareholding guideline, but Executive Directors are expected to build up their holding
over time.
Director
Ordinary shares as at
31 December 2024
Ordinary shares as at
31 December 2025
Interest in share options granted
as at 31 December 2025
Paul Weir 47,393 47,393 2,885,769
Tolga Bilgin
1
-- -
Canan Edibog˘lu - - -
Yetik K Mert 208,500 157,841 -
Sir Dominick Chilcott
2
-- -
David McManus
3
-- -
1
Bilgin Grup Dog˘al Gaz A.S¸, of which Tolga Bilgin is the CEO and holds 3.86% of the shares, holds 66,350,163 shares in the Company as at 31 December 2025
2
Sir Dominick Chilcott became a Non-Executive Director of Genel Energy plc on 1 September 2024
3
David McManus retired as a Director on 2 November 2025
This represents the end of the audited section of the report.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 85
Directors’ remuneration report Annual Report on Remuneration
Historical TSR performance and CEO remuneration outcomes
The following graph shows the Company’s TSR for the past ten years of the Company’s shares trading on the London Stock Exchange
against the FTSE350 Oil & Gas Producers Index. The Committee believes that the FTSE350 Oil & Gas Producers Index remains the most
appropriate index as these companies are Genel’s direct UK listed comparators.
Total Shareholder Return
0
20
40
60
80
100
120
140
160
180
31/12/2015 31/12/2016 31/12/2017 31/12/2018 31/12/2019 31/12/2020 31/12/2021 31/12/2022
Genel Energy FTSE350 oil & gas producers
31/12/2023 31/12/2024 31/12/2025
200
220
240
260
280
The table below summarises the CEO single figure for total remuneration, annual bonus pay-outs and LTIP vesting levels as a percentage of
maximum opportunity for the 10 year period ending 31 December 2025.
2016 2017 2018 2019 2019 2020 2021 2022 2022 2023 2024 2025
Chief Executive
Officer
Murat
Özgül
Murat
Özgül
Murat
Özgül
Murat
Özgül
1
Bill
Higgs
1
Bill
Higgs
Bill
Higgs
Bill
Higgs
1
Paul
Weir
1
Paul
Weir
Paul
Weir
Paul
Weir
CEO single figure
remuneration
(£’000)
1,519 1,765 1,882 299 1,112 1,281 1,442 400 440 854 991 1,145
Annual bonus
pay-out
(as a % of
maximum
opportunity)
71.4% 82.1% 72.5% 60% 65% 78% 77% 57.6% 59% 66% 53.2% 70%
Long-term
incentive vesting
outturn
(as a %
of maximum
opportunity)
0% 0% 0% 0% n/a 50%
2
65.8% 0% n/a 0% 0% 0%
1
Pro-rated according to the period holding Executive Directorship
2
This vesting is in relation to the December 2017 PSP award granted to Bill Higgs prior to his appointment as CEO
3
The CEO single figure remuneration stated in this table is as per the total remuneration report for the year reported annually
Percentage change in remuneration of the Executive Directors
The table below shows the percentage change in the Executive Directors’ salary, benefits and annual bonus between the financial years
ended 31 December 2020 and 31 December 2025 compared to the average for permanent employees of the Company.
The percentage change in base salary, benefits and annual bonus for the CEO compares outcomes of the period spent holding the position
as CEO for five years between 2020 and 2025.
Base salary Benefits Bonus
2020/
2021
2021/
2022
2022/
2023
2023/
2024
2024/
2025
2020/
2021
2021/
2022
2022/
2023
2023/
2024
2024/
2025
2020/
2021
2021/
2022
2022/
2023
2023/
2024
2024/
2025
CEO 3.5% (13.3%) (3.0%) 8.0% 2.7% 3.5% (17.8%) 2.5% 8.0% 2.7% (0.9%) (33.84%) 9.5% 30.6% 35.1%
All
employees
10.4% (12.4%) 9.93% 7.59% 3.29% (3.2%) (3.2%) 58.94% 14.75% 25.4% (7.4%) (34.62%) 15.39% 7.26% 36.91%
1
For 2022, Bill Higgs stepped down as CEO on 1 June and Paul Weir was appointed as Interim CEO on 9 June
86 Genel Energy Annual Report 2025
Relative importance of the spend on pay
The table below illustrates the current year and prior year overall expenditure on pay. The regulations require that we report distributions
received by shareholders through dividends and share buy-backs. We did not buy-back shares during 2025 or 2024, nor were any
dividends distributed.
Remuneration paid to all employees $m
2024 16.33
2025 16.60
Implementation of the Remuneration Policy in 2026
This section provides an overview of how the Committee is proposing to implement our Remuneration Policy in 2026.
The Committee reviewed Paul Weir’s base salary and decided to award an increase of 2.9% with effect from 1 January 2026, this being
below the base salary increases made across the UK workforce of 3.2%. The table below shows his base salary for 2026.
Base salary from 1 January 2026
Paul Weir £523,868
Pension and Benefits
Executive Directors receive a cash supplement in lieu of all benefits, private health insurance, life assurance, and company car provision and
a separate pension contribution is provided. The cash supplement and pension contribution is not included in calculating bonus and long-
term incentive quantum.
The approach to pension and benefits will be unchanged for 2026. The benefit supplement will be 15% of base salary and Company pension
contribution 5% of base salary. This is in line with the pension contributions for the wider UK workforce.
Annual bonus
The maximum bonus opportunity for the Chief Executive Officer for 2026 will remain 150% of base salary, with performance measured
20% against personal performance metrics and 80% against Company metrics. It is intended that 25% of any bonus earned for 2026 will
be subject to deferral.
The Committee has once again set a clear focus on short-term delivery for the 2026 corporate scorecard in order to drive value delivery
for shareholders. Recognising the importance of the production business and business sustainability targets, the Committee has weighted
these two areas the highest within the scorecard. The scorecard also reflects the importance of targets related to our pre-production
business and the need to continue to deliver the business culture we strive for.
Bonus performance measures Specific targets Percentage
Production business — Deliver value creation from core assets within the 2026 work plan and budget
— Recovery of overdue receivables
— Maintain a route to market for KRI production
41%
Pre-production business — Delivery of the 2026 activity programme within budget 5%
Culture delivery —ESG implementation
— Continued compliance focus
— Enhance our technological capability
— Health and Safety targets met
11%
Business sustainability — Management of capital structure
— Progress on portfolio growth
43%
Performance share plan
PSP awards are normally granted as nil-cost options. The number of awards granted is normally determined by reference to a percentage of
base salary.
The 2026 award for Paul Weir will be based on a face value of 150% of base salary. The awards will vest after the completion of a three year
performance period, subject to relative and absolute TSR targets being met. No further holding period will apply.
The peer group for the measurement of the relative TSR element of the 2026 award, representing 50% of the award, has been reviewed
and still considered to be appropriate. As such there have been no changes to the peer group from 2025.
Afentra DNO Jadestone Energy Pharos Energy Rockhopper Exploration
Africa Oil EnQuest Kosmos Energy Savannah Energy Tullow Oil
Capricorn Energy Gulf Keystone Petroleum Panoro Energy ShaMaran Petroleum
The relative and absolute TSR vesting schedule will remain the same as for awards made in 2025, as outlined on page 84. In line with good
governance practice the Committee retains discretion in relation to overall vesting outcomes.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 87
Chair and Non-Executive Director remuneration
Non-Executive Director fees were reviewed in 2025 and it was agreed that a 2.9% increase would be applied to Non-Executive Director fees,
this being below the rate of base salary increase being made across the workforce. The fee for the Non-Executive Chair for 2026 was set on
appointment of Patrick Allman-Ward to the role, and will be kept under review in future years.
Role Fee for 2025 Fee for 2026
Non–Executive Chair £256,713 £200,000
Senior Independent Director £11,161 £11,485
Non–Executive Director £62,504 £64,317
Additional fee for membership of two or more Board Committees £15,626 £16,079
Additional fee for chairing a Board Committee:
Role Fee for 2025 Fee for 2026
Audit Committee £15,626 £16,079
Remuneration Committee £15,626 £16,079
Reserves Committee No additional fee No additional fee
Nomination Committee No additional fee No additional fee
The Committee is responsible for determining the remuneration for the Executive Directors and the Chair of the Board. The Chair of the
Board together with the Executive Directors determine the fees and overall remuneration for the Non-Executive Directors.
Yetik K Mert
Chair of the Remuneration Committee
17 March 2026
Directors’ remuneration report Annual Report on Remuneration
88 Genel Energy Annual Report 2025
Remuneration Policy
This part of the report sets out a summary of the Directors’ Remuneration Policy (the
‘Policy’). This Policy was approved by shareholders at the 2024 AGM and took effect from
9 May 2024. A copy of the shareholder approved Policy is available at genelenergy.com in the
Investor Relations section.
The Committee will keep the Policy under review to ensure that
it continues to promote the attraction, retention and motivation
of the high-performing executive talent required to deliver
the business strategy. It is the Committee’s intention that the
Policy be put to shareholders for approval every three years.
Should any changes be required before the end of the three-year
period, the amended Policy will be put to shareholders, following
shareholder consultation as appropriate.
The Company is incorporated in Jersey. Accordingly, the
Company does not have the benefit of the statutory protections
afforded by the UK Companies Act 2006 in the event that
there were to be any inconsistency between this Policy and any
contractual entitlement or other rights of a Director. Therefore,
in the event that there were to be any payment which was
inconsistent with this Policy, the Company would not have
the statutory right, under section 226E of the UK Companies
Act 2006 to recover such payments from its Directors.
Consistent with the Company’s commitment to adhere to UK
legislation, the Company intends to only make payments to
Directors in accordance with this Policy.
In order to avoid any conflicts of interest the Company’s
Executives can only attend meetings of the Remuneration
Committee at the invitation of the Remuneration Committee
Chair and will not be involved in determining their own pay.
Remuneration Policy table
Fixed remuneration
Salary
Purpose and link to strategy
— To provide fixed remuneration which is balanced, taking into account the complexity of the role and the skills and
experience of the individual
— Salary is set at a level to attract and retain individuals with the requisite level of experience/ background necessary to
deliver the Company’s strategy
Operation
— The Committee takes into account a number of factors when setting salaries, including:
— scope and complexity of the role
— the skills and experience of the individual
— salary levels for similar roles within the international industry
— pay elsewhere in the Group
— Salaries are reviewed, but not necessarily increased, annually with any increase usually taking effect in January
Maximum opportunity
— While there is no defined maximum opportunity, salary increases are normally made with reference to the average
increase for the Company’s wider employee population
— The Committee retains discretion to make higher increases in certain circumstances, for example, following an increase in
the scope and/or responsibility of the role or the development of the individual in the role
Performance measures None
Pension
Purpose and link to strategy — To provide a simple and broadly market competitive pension provisions
Operation — A contribution to the Mandatory Pension Scheme operated for UK based employees or cash supplement in lieu of
pension contribution
— Pension contributions and cash supplements are not included in calculating bonus and long-term incentive quantum
Maximum opportunity — Workforce aligned pension contribution for Executive Directors (as a percentage of salary) who participate in the
Mandatory Pension Scheme provided by the Company to all UK based employees or an equivalent cash supplement of up
to 5% of salary (in line with the contribution rate for UK employees)
— The Committee keeps the pension policy and level of cash supplements under review. The Committee may adjust cash
supplements and pension contribution levels in line with changes for other UK based employees
Performance measures None
Benefits
Purpose and link to strategy
— To provide a simple and broadly market competitive benefit cash allowance
Operation
— A cash supplement is provided in lieu of all benefits (excluding pension). Cash supplement is not included in calculating
bonus and long-term incentive quantum
— Other benefits, for example private medical or participation in HMRC qualifying all employee share schemes may be
provided if they are introduced by the Company and if the Committee considers appropriate
Maximum opportunity
— While there is no defined maximum opportunity, the cash supplement in lieu of benefits is currently 15% of base salary.
Where private medical benefits or similar benefits are provided, the value of the cash supplement will be reduced.
The Committee keeps the benefit policy and level of cash supplements under review, and may adjust cash supplements
Performance measures None
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 89
Variable remuneration
Annual bonus
Purpose and link to strategy — To incentivise and reward the achievement of annual financial, operational and individual objectives which are key to the
delivery of the Company’s strategy
Operation — Awards are based on objectives set by the Committee over a combination of goals which may include financial,
operational and individual goals, normally measured over one financial year
— Objectives and the mix of goals are set for each award to ensure that they remain targeted and focused on the delivery
of the Company’s short-term goals
— The Committee sets targets which require appropriate levels of performance, taking into account internal and external
expectations of performance
— As soon as practicable after the year-end, the Committee meets to review performance against objectives and
determines payout levels
— The Committee has overall discretion to adjust the extent to which bonuses are paid including reducing payment to nil
where the Committee determines that the outcomes would not reflect underlying performance
— The Committee retains the flexibility to either allow the bonus to be paid in cash or require a portion of the bonus to
be deferred. The level of any deferral will be set by the Committee as appropriate. Deferral can be in cash or shares.
Deferral into shares will be in the form of awards under the Deferred Bonus Plan (DBP). DBP awards may be conditional
share awards or nil-cost options. DBP awards that vest may benefit from the value of dividends (if any) which would
have been paid during the period between award and exercise and may assume reinvestment in the Company’s shares.
The Committee retains the flexibility over the deferral period but would usually apply a two year deferral period.
Any vested options must be exercised within ten years of the date of grant
Maximum opportunity — Maximum award opportunity for Executive Directors is 150% of base salary for each financial year
Performance measures — At least 70% of the award will be assessed against Group metrics including financial, operational, health and safety, ESG
and any other measures as may be deemed appropriate and relevant to the period. Any remainder of the award will be
based on performance against individual objectives
— A sliding scale of between 0% and 100% of the maximum award is paid dependent on the level of performance
Performance share plan (‘PSP’)
Purpose and link to strategy — To incentivise and reward the creation of long-term shareholder value
— To align the interests of the Executive Directors with those of shareholders
Operation — Awards granted under the PSP (normally in the form of conditional share awards or nil-cost options) vest subject to the
achievement of performance conditions normally measured over a period of at least three years other than in the case
of Buy-Out Awards - see below
— The Committee has overall discretion to adjust the extent to which PSP awards vest including where the Committee
determines that the outcomes would not reflect underlying performance
— Awards can be reduced or cancelled in certain circumstances as set out below
— Any shares that vest may benefit from the value of dividends (if any) which would have been paid during the period
between award and exercise and may assume reinvestment in the Company’s shares
— Shares that vest may be subject to a holding period. The Committee retains the discretion to determine the length of
holding period, or whether not to apply a holding period
— Any vested options must be exercised within ten years of the date of grant
— The PSP can also be used to buy out share plans awards forfeited by new Executive Directors on recruitment who
are of sufficient calibre to deliver the Company’s strategy (‘Buy-Out Awards’). Such Buy-Out Awards, as set out in the
recruitment policy below, need not be made subject to the achievement of performance conditions
Maximum opportunity — The usual maximum award opportunity in respect of a financial year is 200% of base salary
— However, in circumstances that the Committee deems to be exceptional, such as recruitment scenarios, awards of up to
300% of base salary may be made
Performance measures — Other than Buy-Out Awards, the vesting of awards is dependent on financial, operational, strategic and/or share price
measures, as set by the Committee, which are aligned with strategic objectives of the Company. No less than half of an
award will be based on share price measures
— At the minimum level of acceptable performance, no more than 30% of the award will vest rising to 100% for
maximum performance
Directors’ remuneration report Remuneration Policy
90 Genel Energy Annual Report 2025
Notes to the Policy table
The Committee reserves the right to make any remuneration
payments and/or payments for loss of office (including
exercising any discretions available to it in connection with
such payments) notwithstanding that they are not in line with
the Policy set out above where the terms of the payment were
agreed (i) before the 2014 AGM (the date the Company’s first
shareholder-approved Directors’ Remuneration Policy came into
effect); (ii) before the Policy contained in this report comes into
effect, provided that the terms of the payment were consistent
with the shareholder-approved Directors’ Remuneration Policy
in force at the time they were agreed; or (iii) at a time when the
relevant individual was not a Director of the Company and, in the
opinion of the Committee, the payment was not in consideration
for the individual becoming a Director of the Company. For these
purposes, ‘payments’ includes the Committee satisfying awards
of variable remuneration and, in relation to an award over
shares, the terms of the payment are ‘agreed’ at the time the
award is granted.
Performance measures and targets
Annual bonus
The annual bonus performance measures are designed to
provide an appropriate balance between incentivising Executive
Directors to meet financial targets for the year and to deliver a
combination of specific strategic, operational and/or personal
goals. This balance allows the Committee to review the
Company’s performance in the round against the key elements
of our strategy and appropriately incentivise and reward
Executive Directors.
Bonus targets are set by the Committee each year to ensure
that Executive Directors are focused on the key objectives for
the period. In doing so, the Committee takes into account a
number of internal and external reference points, including the
Company’s business plan.
PSP
The ultimate goal of our strategy is to provide long-term
sustainable returns to shareholders. The Committee currently
considers that a mix of relative and absolute TSR is the most
appropriate measure to assess the underlying financial
performance of the business while creating maximum alignment
with shareholders and encouraging long-term value creation.
Malus and clawback provisions
Malus provisions allow that the Committee may cancel or reduce
(including to nil) any annual bonus payment or DBP award
prior to payment/grant, or cancel or reduce including to nil the
number of shares awarded under the PSP prior to vesting.
Clawback provisions apply to any or all of the annual bonus
(including DBP) and PSP awards where it is considered
appropriate by the Committee. Clawback may be applied up to
one year after payment for bonus awards (or the vesting of the
DBP awards) and two years after vesting for PSP awards.
The circumstances in which the above provisions apply may
include fraud, misconduct or misbehaviour by the participant,
the information used or the calculation of an award or
performance condition is found to be materially incorrect,
a material misstatement of the Company’s audited financial
results for which the participant has significant responsibility
or which led to an award vesting to a greater extent than
would otherwise have been the case, a significant downturn
in financial performance to which the Participant’s actions
significantly contributed, a material breach of health and safety
regulations, or any other similar circumstances as determined
by the Committee.
Plan rules
The PSP and DBP shall be operated in accordance with the rules of
the plans as approved by shareholders and amended from time to
time in accordance with those rules. In particular:
— The plan rules provide for adjustments in certain
circumstances, for example, awards may be adjusted in the
event of variation of the Company’s share capital, demerger,
special dividend, re-organisation or similar event
— In the event of a change of control of the Company, existing
share awards will vest in line with the plan rules to the extent
the Committee determines, taking into account the extent
to which any performance conditions (where applicable)
have been satisfied and, unless the Committee determines
otherwise, the time elapsed since that time. The Committee
may, in the event of a winding-up of the Company, demerger,
delisting, special dividend or other event which the Committee
considers may affect the price of shares, allow awards to vest
on the same basis
— The performance conditions may be replaced or varied if
an event occurs or circumstances arise which cause the
Committee, acting fairly and reasonably, to determine that
a substituted or amended performance condition would be
more appropriate (taking into account the interests of the
shareholders of the Company) provided that the amended
performance condition would not be materially less difficult to
satisfy than when originally set
— The Committee may elect, prior to vesting or exercise in the
case of options, to deliver the value of vested awards as cash
For Annual Bonus awards, the Committee retains the ability
to adjust the targets and/or set different measures and alter
weightings for any performance condition(s) if one or more
events occur which cause it to determine that an amended,
adjusted or substituted performance condition(s) would be more
appropriate so that the conditions achieve their original purpose
(e.g. in the event of a material divestment of a business, capital
transactions, changes to accounting standards and other events
not foreseen at the time the targets were set). The Committee
has overall discretion to determine the level of bonus.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 91
Chair and Non-Executive Directors
Chair fees
Purpose and link to strategy — To provide an appropriate reward to attract and retain a high-calibre individual with the relevant skills, knowledge and
experience to lead the Board of Directors
Operation — The fee for the Chair is normally reviewed annually but not necessarily increased
— The remuneration of the Chair is set by the Committee
— The Chair receives a set fee for the role; no additional fees are payable for other Committee memberships
— The fee is payable in cash, although the Committee retains the right to make payment in shares
Maximum opportunity — While there is no maximum level, fees are set considering:
— market practice for comparative roles
— the time commitment and duties involved
— the requirement to attract and retain the quality of individuals required by the Company
— Travel and accommodation costs and other expenses reasonably and wholly incurred in the performance of the role of
Chair of the Company may be reimbursed or paid for directly by the Company, as appropriate, and may include any tax
due on the expense
— The Chair does not participate in any of the Company’s incentive plans
Performance measures None
Non-Executive Director (NED) fees
Purpose and link to strategy — To provide an appropriate reward to attract and retain high-calibre individuals with the relevant skills, knowledge
and experience
Operation — The fees for the Non-Executive Directors are normally reviewed annually but not necessarily increased
— The remuneration of the Non-Executive Directors is a matter for the Chair and the Executive Directors
— Non-Executive Directors receive a standard basic fee. Where applicable, they also receive additional fees for additional
responsibilities. Currently this includes chairing a Committee and for the membership of two or more Committees
— The Committee has the flexibility to pay an additional fee for the roles of Senior Independent Director and Deputy Chair
— Although no additional fee is currently paid for the role of the Chair of the Nomination Committee, the Company retains
the flexibility to pay such a fee if appropriate
— The fee is payable in cash, although the Committee retains the right to make payment in shares
Maximum opportunity — While there is no maximum level, fees are set considering:
— market practice for comparative roles
— the time commitment and duties involved
— the requirement to attract and retain the quality of individuals required by the Company
— Travel and accommodation costs and other expenses reasonably and wholly incurred in the performance of the role of
Non-Executive Director of the Company may be reimbursed or paid for directly by the Company, as appropriate, and may
include any tax due on the expense
— The Non-Executive Directors do not participate in any of the Group’s incentive plans
Performance measures None
Non-Executive Directors may receive professional advice in respect of their duties with the Company which will be paid for by
the Company.
Non-Executive Directors are also covered by the Company’s directors’ and officers’ insurance policy and provided with an indemnity.
Recruitment policy
In determining remuneration for new appointments to the Board, the Committee will consider all relevant factors including, but
not limited to, the calibre of the individual and their existing package, the external market and the existing arrangements for the
Company’s current Executive Directors, with a view that any arrangements offered are in the best interests of the Company and
shareholders and without paying any more than is necessary.
Where the new appointment is replacing a previous Executive Director, salaries and total remuneration opportunities may be higher
or lower than the previous incumbent. If the appointee is expected to develop into the role, the Committee may decide to appoint the
new Executive Director to the Board at a lower than typical salary. Larger increases (above those of the wider employee population)
may be awarded over a period of time to move closer to market level as their experience develops.
Pension and benefits will normally be limited to those outlined in the remuneration policy table above. However, additional benefits
may be provided by the Company where the Committee considers it reasonable and necessary to do so. Such circumstances may
include where an Executive Director is required to relocate in order to fulfil their duties. In such cases, additional allowances would
normally be provided under a standard expatriate package in respect of certain benefits, which may include the provision of a housing
allowance, education support, health insurance, tax advice, a relocation or repatriation allowance and a home leave allowance.
It is expected that the structure and quantum of the variable pay elements would reflect those set out in the policy table above.
However, the Committee recognises that, as an independent oil and gas company, it is competing with global firms for its talent. As a
result, the Committee considers it important that the recruitment policy has sufficient flexibility in order to attract the calibre of
individual that the Company requires.
Directors’ remuneration report Remuneration Policy
92 Genel Energy Annual Report 2025
Therefore:
— Under the annual bonus, the Committee reserves the right to provide either a one-off or ongoing maximum bonus opportunity of up
to 200% of salary if this is required to secure an external appointment
— The Committee would also retain the discretion to flex the balance between annual and long-term incentives and the measures
used to assess performance for these elements, while maintaining the intention that a significant portion of variable pay would be
delivered in shares
— Variable pay could, in exceptional circumstances, be delivered via alternative structures, again with the intention that a significant
portion would be share-based, but in all circumstances subject to an ongoing over-riding cap of 600% of salary. This cap excludes
any awards made to compensate the Director for incentive awards or any other remuneration arrangements forfeited from their
previous employer (see below)
The above flexibility will only be used if the Committee believes such action is absolutely necessary to recruit and motivate a
candidate from the global market. The Committee commits to explain to shareholders the rationale for the relevant arrangements
following any appointment.
Where an Executive Director is appointed from within the Group, the normal policy of the Company is that any legacy arrangements
would be honoured in line with the original terms and conditions. Similarly, if an Executive Director is appointed following an
acquisition of or merger with another company, legacy terms and conditions would be honoured.
The Committee retains the discretion to make appropriate remuneration decisions outside the standard policy to meet the individual
circumstances of the recruitment, when an interim appointment to fill an Executive Director role is made on a short-term basis or a
Non-Executive Director or the Chair takes on an executive function on a short-term basis.
Buy-outs
In order to facilitate recruitment, the Committee may make a one-off award to ‘buy-out’ incentive awards and any other compensation
arrangements that a new hire has had to forfeit on leaving their previous employer. In doing so, the Committee will take into account
all relevant factors including any performance conditions attached to the forfeited awards, the likelihood of those conditions being
met, the proportion of the vesting/performance period remaining and the form of the award (e.g. cash or shares). Where possible, the
forfeited awards will normally be bought out on an estimated like-for-like basis. Any such awards may be made under the terms of the
PSP or as permitted under the Listing Rules.
The Committee is at all times conscious of the need to pay no more than is necessary, particularly when determining any possible
buyout arrangements.
Recruitment of Chair and Non-Executive Directors
In the event of the appointment of a new Chair and/or Non-Executive Director, remuneration arrangements will normally be in line
with those detailed in the relevant table above.
Executive Director service contract
The key employment terms and other conditions of the current Executive Directors, as stipulated in their service contracts which are
not of any fixed term, are set out below.
Element Policy
Notice period — 12 months’ notice by either the Company or the Executive Director. This is also the policy for new recruits
Termination payment — It is the Company’s policy for new service contracts that it may terminate employment by making a
payment in lieu of notice (‘PILON’) equivalent to (i) 12 months’ base salary (ii) 12 months’ cash supplement
in lieu of pension and (iii) the Executive Director’s annual benefit allowance
— Upon termination by the Company, an Executive Director has a duty to mitigate, and use reasonable
endeavours to secure alternative employment as soon as reasonably practicable. There are specific
provisions requiring a reduction in any phased PILON payments in the event that the Executive Director
finds alternative employment
Remuneration and
benefits
— Participation in all incentive schemes, including the annual bonus, the DBP and the PSP, is non-contractual
— Outstanding awards will be treated in accordance with the relevant plan rules
Executive Director services contracts and Non-Executive Director letters of appointment are available for inspection at the Company’s
registered office address.
The service contract of an Executive Director may also be terminated immediately and with no liability to make payment in certain
circumstances, such as the Executive Director bringing the Group into disrepute or committing a fundamental breach of their
employment obligations.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 93
Policy on payment for loss of office
In the event that the employment of an Executive Director is terminated, any compensation payable will be determined in accordance
with the terms of the service contract between the Company and the employee, as well as the rules of any incentive plans.
Payments for loss of office may only be made within the terms of the Remuneration Policy.
The Company considers a variety of factors when considering leaving arrangements for an Executive Director, including individual
and business performance, the obligation for the Director to mitigate loss (for example by gaining new employment) and other
relevant circumstances (e.g. ill health). The Committee may make other payments in connection with a Director’s cessation of office
or employment where the payments are made in good faith in discharge of an existing legal obligation (or by way of damages for
breach of such an obligation) or by way of settlement of any claim arising in connection with the cessation of a Director’s office or
employment. Any such payments may include but are not limited to paying any fees for outplacement assistance and/or the Director’s
legal and/or professional advice fees in connection with his cessation of office or employment.
If an Executive Director’s employment is terminated by the Company, or in good leaver circumstances at the discretion of the
Remuneration Committee, the Executive Director may receive a time pro-rated bonus, subject to Remuneration Committee discretion.
The Company’s Share Retention Policy continues to apply once an Executive Director leaves office, subject to Remuneration
Committee discretion where the Remuneration Committee considers there are exceptional circumstances or on death.
Payments for loss of office can be made where an amendment to the Remuneration Policy authorising the Company to make the
payment has been approved by the shareholders.
The treatment of outstanding share awards is governed by the relevant share plan rules. The following table summarises the leaver
provisions of share plans under which Executive Directors may currently hold awards.
PSP
Leaver reasons where
awards may continue
to vest
—Death
— Redundancy, injury, ill health or disability
—Retirement
— Sale of the Company or business by which the participant is employed outside the Group
— Any other scenario in which the Committee determines good leaver treatment is justified (other than
summary dismissal)
Vesting
arrangements
— Awards will vest to the extent determined by the Committee taking into account the achievement of any
performance conditions at the relevant vesting date and, unless the Committee determines otherwise, the
period of time which has elapsed between grant and cessation of employment
— The vesting date for such awards will normally be the original vesting date and not accelerated, although
the Committee has the flexibility to determine that awards can vest upon cessation of employment
— In the event of death, all unvested awards will normally vest at that time to the extent determined by the
Committee taking into account the achievement of any relevant performance conditions as at the date of
death and, unless the Committee determines otherwise, the period of time that has elapsed since grant
— Under ordinary circumstances the Company’s Share Retention Policy will continue to apply, unless the
Committee determines otherwise
Treatment for any
other leaver reason
— Awards lapse in full
DBP
Leaver reasons where
awards may continue
to vest
—Death
— Any other scenario (excluding summary dismissal)
Vesting
arrangements
— The vesting date for such awards will normally be the original vesting date and not accelerated, although
the Committee has the flexibility to determine that awards can vest upon cessation of employment
— In the event of death, all unvested awards will normally vest at that time to the extent determined by
the Committee
Treatment for any
other leaver reason
— Summary dismissal – awards lapse in full
— If there is an ongoing investigation unless otherwise determined by the Committee, awards will only vest,
become exercisable or settled after the conclusion of the investigation
Directors’ remuneration report Remuneration Policy
94 Genel Energy Annual Report 2025
Chair and Non-Executive Director letters of appointment
The Chair and Non-Executive Directors have letters of appointment which set out their duties and responsibilities. They do not have
service contracts with either the Company or any of its subsidiaries.
The key terms of the appointments are set out in the table below.
Provision Policy
Period — In line with the UK Corporate Governance Code, the Chair and all Non-Executive Directors are subject to annual re-
election by shareholders at each AGM
— After the initial three-year term, the Chair and the Non-Executive Directors are typically expected to serve a further
three-year term
Termination — The appointment of the Chair and Non-Executive Directors is terminable by either the Company or the Director by
giving three months’ notice
— The Chair and Non-Executive Directors are not entitled to any compensation upon loss of office
— The Chair and Non-Executive Directors are entitled to payment in lieu of notice in line with their letter of appointment
Consideration of shareholder views
The Committee continues to be mindful of shareholder views when evaluating and setting ongoing remuneration strategy and we
commit to consulting with shareholders prior to any significant changes to our Remuneration Policy.
It is the Committee’s policy to correspond with shareholders that have engaged on remuneration matters during the year, which it has
done and the Committee has considered their views at its meetings.
Minor changes
The Committee may make minor amendments to the Policy set out above for regulatory, exchange control, tax or administrative
purposes or to take account of a change in legislation without obtaining shareholder approval for that amendment.
Remuneration arrangements throughout the Company
The Remuneration Policy for Executive Directors is designed in line with the remuneration principles that underpin remuneration across
the Company. When making decisions in respect of Executive Director remuneration arrangements, the Committee takes into consideration
the pay and conditions for employees throughout the Company, including the local inflationary impact for the countries in which we
operate. As stated in the Policy table, salary increases are normally made with reference to the average increase for the wider employee
population. The Company places a significant focus on variable remuneration, ensuring that a meaningful proportion of remuneration
across all employees is based on performance, through its operation of the annual bonus plan throughout the Company and participation
in share incentive plans. Genel uses the annual bonus and share incentive schemes to reward its employees and create alignment with the
Company’s culture.
In the UK, employee remuneration packages consist of the same five elements as Executive Directors’ remuneration packages: base
salary, pension, benefits cash allowance, annual bonus and share awards. In all other jurisdictions in which the business operates we aim to
replicate this structure to the extent that it is possible, but take local considerations into account.
Genel is committed to strengthening and widening employee share ownership by the use of share incentives granted under our share plans.
As a result currently approximately 68% of employees participate in our share plans.
The Committee does not directly consult with our employees as part of the process of determining executive pay. However, the Committee
regularly receives analysis around the wider workforce, which allows the Committee to make decisions on executive pay in the context of the
approach being taken across the Company.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 95
Other statutory and regulatory information
Management report
The Directors’ Report, together with the Strategic Report set out on pages 1 to 57, form the Management Report in alignment with the
purposes of Disclosure Guidance and Transparency Rule (DTR) 4.1.5R.
Statutory information contained elsewhere in the Annual Report
Information required to be part of a Directors’ Report can be found elsewhere in the Annual Report as indicated in the table below and
is incorporated into this report by reference.
Information Location in Annual Report
Results and dividends Pages 108 to 133
Likely future developments in the business of the Company or its subsidiaries Pages 8 to 11
Subsequent events Page 133
Corporate social responsibility Pages 26 to 57
Greenhouse gas emissions Pages 30 to 34
Section 172 statement and stakeholder engagement Pages 24 to 25
Colleagues (employment of disabled persons, workforce engagement and policies) Pages 46 to 47
Engagement with suppliers, customers and others in a business relationship Page 24
Corporate Governance Statement Pages 60 to 62
Directors’ details (including changes made during the year) Pages 63 to 65
Related party transactions Note 20 on page 133
Diversity Pages 46 and 97
Share capital Note 17 on page 130
Viability statement Page 23
Going concern and fair, balanced and understandable statements Pages 11 and 62
Employee share schemes (including long-term incentive schemes) Note 18 on pages 131 to 132
Financial instruments: information on the Group’s financial instruments and risk
management objectives and policies, including our policy for hedging
Notes 15 and 16 on pages 128 to 129
Statements of responsibilities Page 99
Disclosure table pursuant to UK Listing Rule (LR) 6.6.4R (included voluntarily)
The following table provides references to where the information referenced in UK Listing Rule 6.6.1R is disclosed:
UK Listing Rule and requirement
1
Disclosure
6.6.1R(3) Long-term incentive schemes (UKLR 9.3.3R) Note 18 on pages 131 to 132
1
Each of the other disclosures referenced in UK Listing Rule 6.6.1R are not applicable to Genel Energy plc.
Principal activities
96 Genel Energy Annual Report 2025
AGM
Your attention is drawn to the Notice of AGM enclosed with this
report, which sets out the resolutions to be proposed at the
forthcoming AGM. The meeting will be held at Linklaters LLP, 20
Ropemaker Street, London, EC2Y 9AR, on Thursday, 7 May 2026
at 11.00am.
Articles of Association of the Company
Under the Jersey Companies Law, the capacity of a
Jersey company is not limited by anything contained in its
memorandum or articles of association. Accordingly, the
memorandum of association of a Jersey company does not
contain an objects clause.
Certain provisions have been incorporated into the articles
of association to enshrine rights that are not conferred by
the Jersey Companies Law, but which the Company believes
shareholders would expect to see in a company listed on the
London Stock Exchange.
Provisions in the articles of association also require
shareholders to make disclosures pursuant to Chapter 5 of the
Disclosure and Transparency Rules, and require the Directors to
comply with Chapter 3 of the Disclosure and Transparency Rules
and themselves to require any persons discharging managerial
responsibilities (within the meaning ascribed in the Disclosure
and Transparency Rules) in relation to the Company who are
not Directors to do so, and to use reasonable endeavours to
procure that their own and such persons’ connected persons
do so. The articles of association may be amended by a special
resolution of the shareholders.
Appointment and replacement of Directors
The rules for the appointment and replacement of Directors are
set out in the articles of association.
Directors
The biographical details of the Directors of the Company who
were in office as at the date of this Annual Report are set out
on pages 63 to 65. Details of Directors’ service agreements
and letters of appointment are set out on pages 93 to 95.
Details of the Directors’ interests in the ordinary shares of the
Company and in the Group’s long-term incentive schemes are
set out in the Annual Report on Remuneration on page 84.
Details of Directors submitting themselves for re-election and
election at the AGM are set out in the Notice of Meeting.
Service contracts and letters of appointment for all Directors
are available for inspection at the registered office of the
Company and will be available for inspection at the AGM.
Subject to applicable law and the articles of association and to
any directions given by special resolution, the business of the
Company will be managed by the Board, which may exercise all
the powers of the Company.
Directors’ indemnities
As at the date of this Annual Report, indemnities granted by the
Company to the Directors are in force to the extent permitted
under Jersey law. The Company also maintains directors’
and officers’ liability insurance cover, the level of which is
reviewed annually.
Diversity data as at 31 December 2025
Our gender identity and ethnicity data, in accordance with UK Listing Rule 22.2.30 in the format set out in UKLR 22 Annex 1R, can be
found below. The Board and Executive Committee were asked to complete a diversity disclosure form to confirm how they identify.
The Board does not have specific Board diversity targets and the Company does not meet the requirement to have at least 40% of
the Board comprised of women. The position of Senior Independent Director is held by a woman and the Board has appointed one
Director from an ethnic minority background (as at 31 December 2025).
No. of Board
members
% of
the Board
No. of senior positions
on the Board
(CEO, CFO, SID and Chair)
No. in
Executive
Management
%
of Executive
Management
Men 480 3 480
Women 120 1 120
Not specified/ prefer not to say 00 000
No. of Board
members
% of
the Board
No. of senior positions
on the Board
(CEO, CFO, SID and Chair)
No. in
Executive
Management
%
of Executive
Management
White British or other White
(incl. minority white groups) 4 80 4 5 100
Mixed/Multiple Ethnic Groups 00 000
Asian/Asian British 00 000
Black/African/Caribbean/Black British 00 000
Other ethnic group 120 0 0 0
Not specified/ prefer not to say 00 000
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 97
Employee share schemes
Details of the Company’s employee share schemes are set out in
note 18 to the financial statements of this Annual Report.
Employee Benefit Trust (‘EBT’)
Equiniti Trust (Jersey) Limited was appointed as trustee of
Genel Energy’s EBT in 2012. The voting rights relating to the
shares held by the employee benefit trust are exercisable by the
trustees in accordance with their fiduciary duties.
Further details regarding the EBT and of shares issued pursuant
to Genel Energy’s various employee share plans during the year,
are set out in note 18 to the financial statements.
Political donations
No political donations were made, nor was any political
expenditure incurred, by any Group company in the year ended
31 December 2025 (2024: nil).
Share capital
As at 17 March 2026, the Company had allotted and fully paid up
share capital of 280,248,198 ordinary shares of 10 pence each
with an aggregate nominal value of £28,024,819.80.
These consist of 279,402,863 voting ordinary shares and
845,335 shares held as treasury shares.
Resolutions in relation to share capital
At the AGM of the Company held on 8 May 2025, the
shareholders granted the Company authority to make market
purchases of up to 27,940,286 ordinary shares (representing
approximately 10% of the aggregate issued ordinary share
capital of the Company at 27 March 2025) and hold as treasury
shares any ordinary shares so purchased. During 2025, no
shares were purchased by the Company under this authority.
Shareholders will be asked to renew this authority at the
forthcoming AGM. Full details are included in the Notice of AGM.
Rights attaching to the ordinary shares
Holders of ordinary shares are entitled to attend, speak and vote
at general meetings of the Company and may receive a dividend
and, on a winding-up, may share in the assets of the Company.
As of 24 February 2016, the Company no longer has any
suspended voting ordinary shares in issue.
Restrictions on transfer of shares
There are no specific restrictions on the transfer of shares in the
Company other than (i) as set out in the articles of association,
(ii) pursuant to the Company’s share dealing policy and (iii) as
imposed from time to time by law and regulation.
The Company is not aware of any arrangements or agreements
between holders of the Company’s shares that may result in
restrictions on the transfer of securities or on voting rights.
No person has any special rights of control over the Company’s
share capital and all issued shares are fully paid.
Related party transactions
Details of transactions with Directors and Officers are set out in
note 20 to the financial statements. There were no other related
party transactions to which the Company was a party during
the period.
Subsequent events
Following the U.S.-Israeli air war on Iran that started on
28 February 2026, production and drilling operations on the
Tawke licence were temporarily shut down. The Company
continues to monitor developments closely to assess when it can
safely and securely resume operations.
Substantial shareholdings
As at 31 December 2025, the Company had been notified of the
following significant holdings (being 5% or more of the voting
rights in the Company) in the Company’s ordinary share capital.
Name
Number of
ordinary shares
Bilgin Grup Dog˘al Gaz A.S¸. 66,350,163
Daax Corporation FZE 48,830,105
NR Holdings Limited 21,214,583
Türkiye Is¸ Bankası A.S¸. 53,419,883
Auditors
A resolution to reappoint BDO LLP as the Company’s auditor will
be proposed at the 2026 AGM.
By order of the Board
Paul Weir
Chief Executive Officer
Other statutory and regulatory information
98 Genel Energy Annual Report 2025
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with International
Reporting Standards (IFRSs) as adopted by the European
Union and the Companies (Jersey) Law 1991 and applicable law
and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law, the Directors
are required to prepare the Group financial statements in
accordance with IFRSs as adopted by the European Union.
Under company law, the Directors must not approve the
financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group for
that period.
In preparing these financial statements, the Directors are
required to:
— Select suitable accounting policies and then apply
them consistently;
— Make judgements and accounting estimates that are
reasonable and prudent;
— State whether they have been prepared in accordance with
IFRSs as adopted by the European Union, subject to any
material departures disclosed and explained in the financial
statements; and
— Prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Group and enable them to ensure
that the Group financial statements comply with the IFRSs as
adopted by the European Union and the Companies (Jersey) Law
1991 and the Directors’ Remuneration Report complies with the
Companies Act 2006, given the Company voluntarily prepares
a Directors’ Remuneration Report in accordance with the
provisions of the United Kingdom Companies Act 2006.
They are also responsible for safeguarding the assets of the
Group and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities. The Directors are
responsible for ensuring that the Annual Report and Accounts,
taken as a whole, are fair, balanced, and understandable and
provide the information necessary for shareholders to assess
the Group’s performance, business model and strategy.
Website publication
The Directors are responsible for ensuring the Annual Report
and the financial statements are made available on a website.
Financial statements are published on the Company’s website
in accordance with legislation in the United Kingdom and
Jersey governing the preparation and dissemination of
financial statements, which may vary from legislation in other
jurisdictions. The maintenance and integrity of the Company’s
website is the responsibility of the Directors. The Directors’
responsibility also extends to the ongoing integrity of the
financial statements contained therein.
Directors’ responsibilities pursuant to DTR 4
The Directors confirm to the best of their knowledge:
— The Group financial statements have been prepared in
accordance with IFRSs as adopted by the European Union,
give a true and fair view of the assets, liabilities, financial
position and profit and loss of the Group;
— The Annual Report includes a fair review of the development
and performance of the business and the financial position of
the Group, together with a description of the principal risks
and uncertainties that they face.
By order of the Board.
Paul Weir
Chief Executive Officer
Statement of Directors’ responsibilities
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 99
Independent auditor’s report to the members
of Genel Energy Plc
Report on the audit of the financial statements
Opinion
In our opinion:
— the financial statements give a true and fair view of the state of the Group’s affairs as at 31 December 2025 and of the Group’s loss
and cash flows for the year then ended;
— the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards (IFRS)
as adopted by the European Union; and
— the financial statements have been prepared in accordance with the requirements of the Companies (Jersey) Law, 1991.
We have audited the financial statements of Genel Energy Plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year
ended 31 December 2025 which comprise of the consolidated statement of comprehensive income, the consolidated balance sheet, the
consolidated statement of changes in equity, and the consolidated cash flow statement and notes to the financial statements, including
a summary of material accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and IFRS as adopted by the
European Union.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We remain independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as applied to listed 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.
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’s ability to continue to
adopt the going concern basis of accounting included:
— Obtaining and evaluating the Board papers assessing going concern for the forecast period as well as reviewing the assessment of
risks and uncertainties within the supporting cash flow forecasts. We formed our own assessment of risks and uncertainties based
on our understanding of the business and the oil and gas sector and compared this to the Board’s assessment;
— Performing a detailed review of the cash flow forecasts prepared by Management and assessing the appropriateness of the period
over which going concern was assessed;
— Assessing Management’s base case cash flow forecast and the underlying key assumptions approved by the Board. In so doing,
we considered factors such as the re-opening of the Iraq-Türkiye pipeline and re-commencement of export sales, domestic sale
prices, the levels of historical operating costs and production forecasts, the level of Board approved capital expenditure against
development plan, the timing of receipts from the KRG, and the arbitration cost of approximately US$26m;
— Performing procedures on the going concern forecast model in order to check the clerical accuracy of the model;
— Agreeing the 31 December 2025 cash position to bank confirmations, and the latest available cash position to bank statements;
— Verifying that covenants were not breached in the financial period and assessing whether there were forecast breaches in the going
concern review period. We also re-performed the underlying calculations of covenants;
— Appraising the approved work programmes and comparing the commitments to the forecasts;
— Holding discussions with the Chief Executive officer, Chief Financial Officer, Technical Director and In-house Legal Counsel in order
to understand their views on the resumption of export sales and its impact on going concern;
— Obtaining and reviewing Management’s sensitivity analysis and reflecting further down-side scenarios of lower than the achieved
domestic sale prices, potential acquisitions, and further significant delays in the receipt of payments due from the Kurdistan
Regional Government (KRG) to determine the impact on the cash flows. Considering these key assumptions and performing our own
sensitivities based on key assumptions;
— Evaluating the impact of events after the reporting date on the Group’s operations and re assessing the appropriateness of
Management’s sensitivity analysis in light of those developments;
— Analysing post year end press releases, RNS announcements and board minutes for any indicators of obligations or significant
adverse issues; and
— Evaluating the adequacy and completeness of disclosures in the financial statements in respect of going concern.
100 Genel Energy Annual Report 2025
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group’s ability to continue as a going concern for a period of at least
twelve months from when the financial statements are authorised for issue. However, 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.
In relation to the Group’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to
adopt the going concern basis of accounting in preparing the financial statements.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of
this report.
Overview
Key audit matters
2025 2024
Carrying value of oil production and development assets
99
Recoverability of KRG receivables
99
Materiality
Group financial statements as a whole
$5.6m (2024: $5.5m) based on 1% of total assets (2024: 1% of total assets)
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial reporting
framework and the Group’s system of internal control. We identified and assessed the risks of material misstatement of the Group
financial statements including with respect to the consolidation process. We then applied professional judgement to focus our audit
procedures on the areas that posed the greatest risks to the group financial statements. We continually assessed risks throughout our
audit, revising the risks where necessary, with the aim of reducing the group risk of material misstatement to an acceptable level, in
order to provide a basis for our opinion.
Components in scope
The Genel Energy Plc Group consists of 13 components, which include subsidiaries, joint operations and other business units.
These components are structured to align with the Group’s operational and reporting framework, reflecting its upstream oil and gas
activities across multiple jurisdictions.
The Group’s components are organised based on geographical and operational significance, with certain entities acting as sub-
consolidation hubs to facilitate financial reporting and control. The control environment varies across the Group, influenced by local
regulatory requirements, operational complexity, and the degree of oversight exercised by management and the corporate office.
While the Group maintains centralised governance and financial controls, specific components operate under different regulatory and
compliance frameworks, necessitating tailored audit approaches to address inherent risks effectively.
As part of performing our Group audit, we have determined the components in scope as follows.
As the Group’s producing assets are in the Kurdistan Region of Iraq (KRI), with exploration licences in Somaliland and Oman, our Group
audit scope focused on the Group’s principal producing and exploration assets to gain sufficient coverage over the Group’s total assets,
total revenue and losses before tax while considering the audit risks identified.
For components in scope, we used a combination of risk assessment procedures and further audit procedures to obtain sufficient
appropriate evidence. These further audit procedures included:
— Procedures on the entire financial information of the component, including performing substantive procedures; and
— Specific audit procedures.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 101
Procedures performed at the component level
We performed procedures to respond to Group risks of material misstatement at the component level with the approaches taken for
each being as follows:
Component Group Audit Scope
Genel Energy Plc Specific audit procedures
Genel Energy Holding Company Limited Specific audit procedures
Genel Energy International Limited Audit procedures on the entire financial information of the component
Genel Miran Bina Bawi Limited Specific audit procedures
Genel Energy Somaliland Limited Specific audit procedures
Genel Energy UK Services Limited Specific audit procedures
Genel Energy Finance 4 Plc Specific audit procedures
Genel Energy Block 54 Oman Limited Specific audit procedures
Genel Energy Yönetim Hizmetleri A.S¸. Specific audit procedures
The Group engagement team has performed all procedures directly and has not involved component auditors in the Group audit.
Procedures performed centrally
We considered there to be a high degree of centralisation of financial reporting and similarity of the Group’s activities and business
processes in respect of the key, material financial statement areas.
The Group operates a centralised IT function that supports IT processes for certain components. This IT function is subject to
specified risk-focused audit procedures, predominantly the testing of the relevant IT general controls and IT application controls.
Locations
Genel Energy Plc’s operations cover a number of different locations (Kurdistan Region of Iraq, Türkiye, Somaliland, Oman and the
United Kingdom). During the course of our work, and due to the centralisation of financial reporting activities and business processes
we visited two of these locations, Türkiye and United Kingdom.
How Climate change affected the scope of our audit
Our work on the assessment of potential impacts of climate-related risks on the Group’s operations and financial statements included:
— Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their
potential impacts on the financial statements and ensuring adequate disclosure of climate-related risks within the annual report
— Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate change
affects this particular sector
— Evaluating Management’s risk assessment and challenge over the Task Force on Climate-related Financial Disclosures (TCFD)
disclosures
— Performing independent research on climate related risks for the Group, and
— Appraisal of the minutes of Board and Audit Committee meeting and other papers related to climate change.
We challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives and
commitments have been reflected, where appropriate, in the Directors’ going concern assessment and viability assessment and in
management’s judgements and estimates in relation to impairment.
Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters materially impacted by climate-
related risks.
The management disclosures on page 80 form part of the “Other Information,” rather than the audited financial statements.
Our responsibilities in relation to the “Other Information” are described in the relevant section of this report and our procedures on
these disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial statements or
our knowledge obtained from the audit or otherwise appear to be materially misstated.
Independent auditor’s report
102 Genel Energy Annual Report 2025
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, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in
the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter How the scope of our audit responded to the risk
Carrying value of oil production and development assets (see notes 1.2)
The production assets form a significant part of
the Group’s statement of financial position as at
31 December 2025 of $221m (31 December 2024:
$246m). Management is required to consider
whether there are any facts or circumstances
(potential impairment triggers) that would
suggest that the oil production and development
assets as at 31 December 2025 could be
impaired in accordance with IAS 36 Impairment
of assets.
As part of its impairment indicators evaluation,
Management considered key developments that
occurred during 2025 including the continuation
of local sales from Tawke as well as the re-
opening of the Iraq-Türkiye pipeline and the
impact of local and global geopolitical factors.
Management concluded that impairment
indicators existed for the Tawke CGU due to
market capitalisation being lower than the
net assets.
Management therefore performed a full
impairment assessment of the Tawke CGU as at
31 December 2025 and concluded there was no
impairment required.
Given the materiality of the assets in the
context of the Group’s statement of financial
position, the judgements involved in making
this assessment and judgements and estimates
involved in calculating the recoverable amounts
such as oil prices, production profile, discount
rate, reserves and timing of resumption of
exports, we considered the carrying value of oil
production and development assets, including
the related disclosures, to be a significant risk
and a key audit matter.
Our specific audit testing in this regard included:
— Evaluating and assessing Management’s allocation of assets to CGUs for
the purpose of the impairment assessment, and Management’s assessment
of impairment indicators against the requirements of the applicable
accounting standards;
— Assessing performance against budgets/plans in FY 2025 for the Tawke CGU
in order to determine whether management is able to forecast accurately;
— Considering for the purpose of our impairment trigger assessment, the
potential consequences of key developments during 2025, such as the re-
opening of the Iraq-Türkiye pipeline and the impact on operations;
— Performing an analysis of the key impairment model assumptions, challenging
the appropriateness of estimates with reference to historical data and external
evidence where available (e.g. consistency of oil price assumptions with oil
price forecasts). This included assessing the judgment over the timing of
resumption of the Group’s export sales and considering the impact of the
KRG’s KBT pricing mechanism and local sales pricing;
— Assessing the reasonableness of the discount rate used by management with
support from our internal valuation experts;
— Performing sensitivity analysis on the impairment model, taking into
consideration our challenges to the key inputs in the model;
— Assessing the competence, capability and objectivity of the experts used by
Management in preparing the impairment model;
— Evaluating the impairment model against the approved Life of Field plans;
— Assessing the consistency of the reserves and resources in the model with the
latest Competent Person Reports (CPRs)
— Assessing and challenging Management’s assessment of no reversal of
previously recognised impairments taken against the Tawke CGU; and
— Assessing the appropriateness of the related disclosures in the
financial statements.
Key observation
Based on the procedures performed, we found the Group’s assessment of the
indicators of impairment on the KRI producing assets, to be appropriate and the
recoverable value of the Tawke CGU to be reasonable.
We also found that the Group’s assessment that no previously recognised
impairment for the Tawke CGU should be reversed in the year to be appropriate.
We found the disclosures in the consolidated financial statements to be in line
with the accounting standards.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 103
Key audit matter How the scope of our audit responded to the risk
Recoverability of Kurdistan Regional Government (KRG) receivables (see notes 1.2 and 11)
As at 31 December 2025, the Group has nominal
receivables of $87.8m (31 December 2024:
$96.7m) due from the KRG which represent
production invoices for the period October
2022 to March 2023. While the Iraq-Türkiye
pipeline was re-opened in September 2025,
no export sales have been made by the Group
and there have been no amounts received by
the Group from the KRG in respect of these
outstanding receivables. Therefore, there
remains uncertainty over the recoverability of
the amounts.
Management is required to make an assessment
of the Expected Credit Loss (ECL) provisions
relating to the receivables, considering both the
likelihood of receiving payment and the timing
of recoverability.
Following this assessment, the Group concluded
that an expected credit loss of $11.8m (2024:
$11.7m) was appropriate at 31 December 2025.
The amounts relating to this area are material
to the Group and significant judgements and
estimation are involved in reaching a conclusion
on the appropriate ECL at year end, such as
the discount rate used, the recovery start date
and recovery period, therefore this area is also
considered a significant audit risk. We consider
the above, as well as related disclosures to be a
significant risk and a key audit matter.
Our specific audit testing in this regard included:
— Challenging Management’s assessment of the recoverability of the balance
under the relevant accounting standard including the appropriateness of the
different scenarios considering the level, nature and timing of receipts, the
ability to offset against other balances due to the KRG;
— Challenging the appropriateness of the discount rate applied in the ECL
calculation against the requirements of IFRS 9;
— Holding discussions with Management to understand the status of discussions
around the recoverability and method for recovery for receivables due from
the KRG;
— Inspecting correspondence with the KRG confirming the validity of the
amounts due and, to determine whether any information exists to suggest
non-recovery of the amounts;
— Assessing the impact of information gathered through our internal research
against the assumptions applied by Management in the ECL model, specifically
in regards to the percentages applied to the various scenarios;
— Obtaining and checking the expected credit loss calculation prepared by
Management, including checking the mathematical accuracy of the calculation.
We assessed the appropriateness of the methodology adopted and determined
whether it was in line with the requirements of IFRS 9 Financial instruments;
— Assessing and considering the appropriateness of the inputs in the ECL model
against the challenges noted above as well as information gathered, and
running our internal recovery scenarios and sensitivities to the discount rate
applied; and
— Considering the appropriateness of the related disclosures in the
financial statements.
Key observations:
Based on the work performed we consider the Group’s assessment of the
recoverability of the KRG receivables to be appropriate. We consider the ECL
provision to be appropriately accounted for and reasonable.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.
We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality
level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will
not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality
as follows:
Group financial statements
2025
$m
2024
$m
Materiality 5.6 5.5
Basis for determining materiality 1% of Group total assets
1% of Group total assets,
excluding held for sale assets
Rationale for the
benchmark applied
We consider the use of 1% of total assets to be the most appropriate benchmark following the
suspension of export sales as result of closure of the Iraq-Türkiye pipeline in March 2023, no
export sales via the pipeline since then and a decline in operations..
Performance materiality $4.0m $3.8m
Basis for determining
performance materiality
Performance materiality was set at 75% (2024: 70%) due to the Group having a number of
accounts subject to high degrees of estimation and judgement.
Independent auditor’s report
104 Genel Energy Annual Report 2025
For the purposes of our Group audit opinion, we set performance materiality for each component of the Group, based on a percentage
of between 65% and 95% (2024: 85% and 95%) of Group performance materiality dependent on our assessment of the risk of material
misstatement of those components. Component performance materiality ranged from $3.8m to $0.2m (2024: $4.3m to $0.1m).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of $0.11m (2024: $0.11m).
We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the Annual
Report other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The UK Listing Rules sourcebook requires us to review the Directors’ statement in relation to going concern, longer-term viability
and that part of the Corporate Governance Statement relating to the Parent Company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements, or our knowledge obtained during the audit.
Going concern
and longer-term
viability
— The Directors’ statement with regards to the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set out on page 23;
— The Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment
covers and why the period is appropriate set out on page 23;
— The Directors’ statement on whether they have a reasonable expectation that the group will be able to
continue in operation and meet its liabilities set out on page 23.
Other Code
provisions
— Directors’ statement on fair, balanced and understandable set out on page 99;
— Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out
on page 62;
— The section of the annual report that describes the review of effectiveness of risk management and internal
control systems set out on page 18; and
— The section describing the work of the audit committee set out on pages 76 to 79.
Other Companies (Jersey) Law, 1991 reporting
We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires us to report to you if,
in our opinion:
— proper accounting records have not been kept; or proper returns adequate for our audit have not been received from branches not
visited by us; or
— the financial statements are not in agreement with the accounting records and returns; or
— we have not received all the information and explanations which, to the best of our knowledge and belief, are necessary for the
purposes of our audit.
Other voluntary reporting
Directors’ remuneration (United Kingdom Companies Act 2006)
The Parent Company voluntarily prepares a Directors’ Remuneration Report in accordance with the provisions of the United Kingdom
Companies Act 2006. The Directors requested that we audit the part of the Directors’ Remuneration Report specified by the United
Kingdom Companies Act 2006 as if the Group were a UK incorporated quoted company.
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the
requirements of the United Kingdom Companies Act 2006 that would have applied had the Parent Company been a quoted company
under the provisions of that Act.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 105
Responsibilities of Directors
As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine
is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the
Parent Company and management.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
— Our understanding of the Group and the industry in which it operates;
— Discussion with management and those charged with governance also consider legal counsel, Audit Committee etc.;
— Obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and regulations; and
we considered the significant laws and regulations to be IFRS as adopted by the European Union, UK/Jersey tax legislation, local
and tax legislation, UK Listing Rules, laws and regulations in the Kurdistan Region of Iraq, Türkiye, Somaliland and Oman including
environmental compliance regulations.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the
amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws
and regulations to be LSE listing rules, Norwegian Alternative Bond Market Rules in regards to the bonds held, UK Sanctions Law,
Bribery Act, labour regulations and environmental compliance regulations.
Our procedures in respect of the above included:
— Evaluating the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and
regulations noted above;
— Enquiries of Management, the Audit Committee and Internal Legal Counsel of any known or suspected instances of non-compliance
with laws and regulations;
— Reading minutes of meetings of those charged with governance, and appraising correspondence with local tax and regulatory
authorities to identify potential litigation and claims and non-compliance with laws and regulations;
— Performing an evaluation of local and international tax compliance with the involvement of our tax specialists; and
— Analysis of legal expenditure accounts to understand the nature of expenditure incurred.
Independent auditor’s report
106 Genel Energy Annual Report 2025
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment
procedures included:
— Enquiry of Management and those charged with governance regarding any known or suspected instances of fraud;
— Obtaining an understanding of the Group’s policies and procedures relating to:
— Detecting and responding to the risks of fraud; and
— Internal controls established to mitigate risks related to fraud.
— Analysis of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
— Discussion amongst the audit engagement team as to how and where fraud might occur in the financial statements and where any
potential indicators of fraud may arise in the Group in order to consider how our audit strategy should reflect our considerations;
and
— Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls through
inappropriate journal entries, revenue recognition, and bias in key estimates and judgements.
Our procedures in respect of the above included:
— Obtaining an understanding of the design and implementation of relevant controls surrounding the financial reporting close process
such as controls over the posting of journals and the consolidation process and obtained an understanding of the segregation of
duties in these processes;
— Addressing the risk of fraud through management override of controls by testing the appropriateness of journal entries, which
met defined risk criteria, to supporting documentation where we considered there to be a higher risk of potential fraud and
other adjustment;
— Assessing whether the judgements made in making accounting estimates, specifically those in the Key Audit Matters section of the
report, are indicative of a potential bias, and evaluating the business rationale of any significant transactions that are unusual or
outside the normal course of business;
— Testing total oil sales in the year to supporting documentation from delivery through to cash received;
— Testing journals recorded within revenue, using specific risk criteria, to supporting evidence;
— Applying professional scepticism in our audit procedures and performing randomised procedures to include a level of
unpredictability; and
— Performing an assessment of the Group’s IT and the wider control environment and as part of this work we obtained an
understanding of the design and implementation of IT access controls.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were
all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with
laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk
of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the
audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions
reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with article 113A of the Companies (Jersey)
Law 1991. Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work,
for this report, or for the opinions we have formed.
BDO LLP
Anne Sayers
For and on behalf of BDO LLP
Chartered Accountants
London, UK
17 March 2026
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 107
Consolidated statement of comprehensive income
For the year ended 31 December 2025
2025 | 2024 | ||
Note | $m | $m | |
Revenue | 2 | ||
Other income | 2 | ||
Production costs | 3 | ( | ( |
Depreciation and amortisation of oil assets | 3 | ( | ( |
Gross profit | |||
Exploration expense | 3 | ( | ( |
Reversal of / (accrual for) arbitration cost | 3 | ( | |
(Expected credit loss (‘ECL’)) of trade receivables / Reversal of ECL | 3 | ( | |
General and administrative costs | 3 | ( | ( |
Operating loss | ( | ( | |
| Operating loss is comprised of: | |||
EBITDAX | |||
Depreciation and amortisation | 3 | ( | ( |
Exploration expense | 3 | ( | ( |
Other non-cash (expense) / income | ( | ||
Finance income | 5 | ||
Bond interest expense | 5 | ( | ( |
Net other finance expense | 5 | ( | ( |
Loss before income tax | ( | ( | |
Income tax expense | 6 | ( | ( |
Loss and total comprehensive expense from continuing operations | ( | ( | |
Profit / (Loss) from discontinued operations | 7 | ( | |
Loss and total comprehensive expense | ( | ( | |
| Attributable to: | |||
Owners of the parent | ( | ( | |
( | ( | ||
Loss per ordinary share | ¢ | ¢ | |
| From continuing operations: | |||
Basic | 8 | ( | ( |
Diluted | 8 | ( | ( |
| From continuing and discontinued operations: | |||
Basic | 8 | ( | ( |
| Diluted | 8 | ( | ( |
Adjusted Basic LPS 1 | 8 | ( | ( |
1
Adjusted basic LPS is loss and total comprehensive expense adjusted for the add back of net impairment/write-off of oil and gas assets and net ECL/reversal
of ECL of receivables divided by weighted average number of ordinary shares
The notes on pages 112 to 134 form part of the financial statements.
108 Genel Energy Annual Report 2025
Consolidated balance sheet
At 31 December 2025
2025 | 2024 | ||
Note | $m | $m | |
| Assets | |||
| Non-current assets | |||
Intangible assets | 9 | ||
Property, plant and equipment | 10 | ||
Trade and other receivables | 11 | ||
| Current assets | |||
Trade and other receivables | 11 | ||
Cash and cash equivalents | 12 | ||
Assets in disposal groups classified as held for sale | 7 | ||
Total assets | |||
| Liabilities | |||
| Non-current liabilities | |||
Trade and other payables | 13 | ( | ( |
Provisions | 14 | ( | ( |
Interest bearing loans | 15 | ( | |
( | ( | ||
| Current liabilities | |||
Trade and other payables | 13 | ( | ( |
Interest bearing loans | 15 | ( | |
( | ( | ||
Liabilities directly associated with assets in disposal groups classified as held for sale | 7 | ( | |
Total liabilities | ( | ( | |
Net assets | |||
| Owners of the parent | |||
Share capital | 17 | ||
Share premium | |||
Accumulated losses | ( | ( | |
Total equity |
The notes on pages 112 to 134 form part of the financial statements.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 109
Consolidated statement of changes in equity
For the year ended 31 December 2025
| Share | Share | Accumulated | Total | ||
| capital | premium | losses | equity | ||
Note | $m | $m | $m | $m | |
At 1 January 2024 | ( | ||||
Loss and total comprehensive expense | ( | ( | |||
| Contributions by and distributions to owners | |||||
Share-based payments | 18 | ||||
Purchase of own shares for employee share plan | ( | ( | |||
At 31 December 2024 and 1 January 2025 | ( | ||||
Loss and total comprehensive expense | ( | ( | |||
| Contributions by and distributions to owners | |||||
Share-based payments | 18 | ||||
At 31 December 2025 | ( |
1
The Companies (Jersey) Law 1991 does not define the expression “dividend” but refers instead to “distributions”. Distributions may be debited to any
account or reserve of the Company (including share premium account)
The notes on pages 112 to 134 form part of the financial statements.
110 Genel Energy Annual Report 2025
Consolidated cash flow statement
For the year ended 31 December 2025
2025 | 2024 | ||
Note | $m | $m | |
| Cash flows from operating activities | |||
Loss for the year | ( | ( | |
| Adjustments for: | |||
Net finance expense | 5,7 | ||
Taxation | 6 | ||
Depreciation and amortisation | 3 | ||
Exploration expense | |||
Reversal of provisions | 3 | ( | |
Net impairments, write-off / (write-back) | 3,7 | ( | |
Other non-cash items (share-based payment cost) | 3 | ||
| Changes in working capital: | |||
(Increase) / decrease in trade and other receivables | ( | ||
(Decrease) / increase in trade and other payables | ( | ||
Cash generated from operations | |||
Interest received | 5 | ||
Taxation paid | ( | ( | |
Net cash generated from operating activities | |||
| Cash flows from investing activities | |||
Additions of intangible assets | ( | ( | |
Additions of property, plant and equipment | ( | ( | |
Net cash used in investing activities | ( | ( | |
| Cash flows from financing activities | |||
Purchase of own shares | ( | ||
Bond repayment | 15 | ( | ( |
Issuance of new bond | 15 | ||
Lease payments | ( | ( | |
Interest paid | ( | ( | |
Net cash generated from / (used in) financing activities | ( | ||
Net increase / (decrease) in cash and cash equivalents | ( | ||
Cash and cash equivalents at 1 January | 12 | ||
Cash and cash equivalents at 31 December | 12 |
The notes on pages 112 to 134 form part of the financial statements.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 111
Notes to the consolidated financial statements
1. Summary of material accounting policies
112 Genel Energy Annual Report 2025
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 113
Notes to the consolidated financial statements
114 Genel Energy Annual Report 2025
$/bbl | 2025 | 2026 | 2027 | 2028 | 2029+ |
Actual / Assumption | 69 | 65 | 67 | 70 | 75 |
HY2025 assumption | 65 | 65 | 70 | 75 | 75 |
Prior year assumption | 75 | 75 | 75 | 75 | 75 |
1.3 Accounting policies
The accounting policies adopted in preparation of these financial statements are consistent with those used in preparation of the
annual financial statements for the year ended 31 December 2024.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 115
Notes to the consolidated financial statements
116 Genel Energy Annual Report 2025
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 117
Equity
Notes to the consolidated financial statements
118 Genel Energy Annual Report 2025
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 119
| Pre- | ||||
| Production | production | Other | Total | |
$m | $m | $m | $m | |
Revenue from contracts with customers (domestic) | 68.7 | - | - | 68.7 |
Other income | 3.4 | - | - | 3.4 |
Cost of sales | (71.0) | - | - | (71.0) |
Gross profit | 1.1 | - | - | 1.1 |
Exploration expense | - | (0.3) | - | (0.3) |
ECL of trade receivables | (1.3) | - | - | (1.3) |
Arbitration cost reversal | - | - | 9 . 1 | 9 . 1 |
General and administrative costs | - | - | (18.9) | (18.9) |
Operating loss | (0.2) | (0.3) | (9.8) | (10.3) |
Operating loss is comprised of EBITDAX | 51.1 | - | (7.8) | 43.3 |
Depreciation and amortisation | (50.0) | - | (0.1) | (50.1) |
Exploration expense | - | (0.3) | - | (0.3) |
Other non-cash expenses | (1.3) | - | (1.9) | (3.2) |
Finance income | - | - | 8 . 9 | 8 . 9 |
Bond interest expense | - | - | (9.1) | (9.1) |
Other finance expense | (1.1) | - | (1.1) | (2.2) |
Loss before income tax from continuing operations | (1.3) | (0.3) | (11.1) | (12.7) |
Profit from discontinued operations | 3.9 | - | - | 3.9 |
Profit / (Loss) before income tax | 2.6 | (0.3) | (11.1) | (8.8) |
Capital expenditure | 24.2 | 5.0 | - | 29.2 |
Total assets | 301.8 | 37.4 | 221.8 | 561.0 |
Total liabilities | (79.5) | (27.8) | (102.7) | (210.0) |
Notes to the consolidated financial statements
120 Genel Energy Annual Report 2025
| Pre- | ||||
| Production | production | Other | Total | |
$m | $m | $m | $m | |
Revenue from contracts with customers (domestic) | 74.7 | - | - | 74.7 |
Cost of sales | (69.7) | - | - | (69.7) |
Gross profit | 5.0 | - | - | 5.0 |
Exploration expense | - | (2.7) | - | (2.7) |
Arbitration cost accrual | - | - | (36.0) | (36.0) |
Reversal of accruals and provisions | - | - | 3.8 | 3.8 |
Reversal of ECL of trade receivables | 1.4 | - | - | 1.4 |
General and administrative costs | - | - | (23.9) | (23.9) |
Operating profit / (loss) | 6.4 | (2.7) | (56.1) | (52.4) |
Operating profit / (loss) is comprised of EBITDAX | 57.1 | - | (56.0) | 1.1 |
Depreciation and amortisation | (52.1) | - | (0.1) | (52.2) |
Reversal of ECL of trade receivables | 1.4 | - | - | 1.4 |
Exploration expense | - | (2.7) | - | (2.7) |
Finance income | - | - | 15.8 | 15.8 |
Bond interest expense | - | - | (18.2) | (18.2) |
Net other finance expense | (1.0) | - | (6.3) | (7.3) |
Profit / (Loss) before income tax from continuing operations | 5.4 | (2.7) | (64.8) | (62.1) |
Loss from discontinued operations | (14.7) | - | - | (14.7) |
Loss before income tax | (9.3) | (2.7) | (64.8) | (76.8) |
Capital expenditure | 23.0 | 2.7 | - | 25.7 |
Total assets | 373.8 | 26.5 | 198.6 | 598.9 |
Total liabilities | (117.6) | (0.3) | (123.7) | (241.6) |
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 121
Notes to the consolidated financial statements
122 Genel Energy Annual Report 2025
4. Staff costs and headcount
2025 | 2024 | |
$m | $m | |
Wages and salaries | (14.8) | (17.4) |
Contractors | (0.3) | (0.2) |
Social security costs | (1.2) | (1.2) |
Share based payments | (2.8) | (2.7) |
(19.1) | (21.5) |
Average headcount was:
2025 | 2024 | |
number | number | |
UK | 23 | 25 |
Türkiye | 28 | 31 |
Somaliland | 23 | 26 |
KRI | 1 | 5 |
75 | 87 |
2025 | 2024 | |
$m | $m | |
Bond interest | (9.1) | (18.2) |
Loss on bond buy-backs | - | (4.6) |
Other finance expense (non-cash) | (2.2) | (2.7) |
Finance expense | (11.3) | (25.5) |
Bank interest income | 8.9 | 15.8 |
Finance income | 8.9 | 15.8 |
Net finance expense | (2.4) | (9.7) |
6. Income tax expense
Current tax expense is incurred on profits of service companies. Under the terms of the KRI PSCs, the Company is not required to pay
any cash corporate income taxes as explained in note 1.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 123
2025 | 2024 | |
$m | $m | |
Property, plant and equipment (note 1,10) | - | 32.5 |
Trade receivables, net of ECL (note 11) | - | 9.3 |
Assets classified as held for sale | - | 41.8 |
Other payables and accruals | - | 4.8 |
Deferred income | - | 15.8 |
Provisions (note 14) | - | 21.2 |
Total liabilities associated with assets classified as held for sale | - | 41.8 |
Net assets of disposal group | - | - |
2025 | 2024 | |
$m | $m | |
Other operating costs | (0.9) | (10.5) |
Impairment loss on Taq Taq held for sale asset | - | (2.2) |
Reversal of ECL of trade receivables | 1.2 | - |
Write-off of trade receivables (note 11) | (8.9) | - |
Write-off of trade payables | 12.5 | - |
General and administrative costs | - | 0.4 |
Operating profit / (loss) | 3.9 | (12.3) |
Other finance expense (non-cash) | - | (2.4) |
Profit / (Loss) from discontinued operations | 3.9 | (14.7) |
2025 | 2024 | |
| Cash flows from discontinued operations | $m | $m |
Net cash used in operating activities | (2.3) | (10.3) |
Net cash used in investing activities | - | - |
Net cash used in financing activities | - | - |
Notes to the consolidated financial statements
124 Genel Energy Annual Report 2025
8. Earnings / (Loss) per share
Basic
Basic earnings / (loss) per share is calculated by dividing the profit / (loss) attributable to owners of the parent by the weighted
average number of shares in issue during the year.
2025 | 2024 | |
Loss from continuing operations ($m) | (12.8) | (62.2) |
Profit / (Loss) from discontinued operations ($m) | 3.9 | (14.7) |
Loss attributable to owners of the parent ($m) | (8.9) | (76.9) |
Weighted average number of ordinary shares – number 1 | 275,454,531 | 276,223,685 |
Basic LPS – cents (from continuing operations) | (4.6) | (22.5) |
Basic EPS / (LPS) – cents (from discontinuing operations) | 1.4 | (5.3) |
Basic LPS – cents | (3.2) | (27.8) |
1
Excluding shares held as treasury shares and by the Employee Benefit Trust
Diluted
The Company purchases shares in the market to satisfy share plan requirements so diluted earnings per share is adjusted for
performance shares, restricted shares, share options and deferred bonus plans not included in the calculation of basic earnings per
share. Because the Company reported a loss from continuing operations for the year ended 31 December 2025 and 31 December
2024, the performance shares, restricted shares and share options are anti-dilutive and therefore diluted LPS is the same as
basic LPS:
2025 | 2024 | |
Loss from continuing operations ($m) | (12.8) | (62.2) |
Profit / (Loss) from discontinued operations ($m) | 3.9 | (14.7) |
Loss attributable to owners of the parent ($m) | (8.9) | (76.9) |
Weighted average number of ordinary shares – number 1 | 275,454,531 | 276,223,685 |
Adjustment for performance shares, restricted shares, share options and deferred bonus plans | - | - |
Weighted average number of ordinary shares and potential ordinary shares | 275,454,531 | 276,223,685 |
Diluted LPS – cents (from continuing operations) | (4.6) | (22.5) |
Diluted EPS / (LPS) – cents (from discontinuing operations) | 1.4 | (5.3) |
Diluted LPS – cents | (3.2) | (27.8) |
1
Excluding shares held as treasury shares and by the Employee Benefit Trust
Adjusted Basic LPS
Adjusted basic LPS is loss and total comprehensive expense adjusted for the add back of net impairment/write-off of oil and gas
assets and net ECL/reversal of ECL of receivables divided by weighted average number of ordinary shares.
2025 | 2024 | |
Loss attributable to owners of the parent ($m) | (8.9) | (76.9) |
Add back of impairment loss on Taq Taq held for sale asset | - | 2.2 |
Add back of net reversal of ECL/ECL of receivables | 0.1 | (1.4) |
Loss attributable to owners of the parent ($m) - adjusted | (8.8) | (76.1) |
Weighted average number of ordinary shares – number 1 | 275,454,531 | 276,223,685 |
Adjusted basic LPS – cents per share | (3.2) | (27.6) |
1
Excluding shares held as treasury shares and by the Employee Benefit Trust
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 125
| Exploration | ||||
| and evaluation | Tawke | Other | ||
| assets | RSA | assets | Total | |
$m | $m | $m | $m | |
| Cost | ||||
At 1 January 2024 | 22.8 | 128.5 | 7.5 | 158.8 |
Additions | 2.7 | - | - | 2.7 |
Other | 0.4 | - | - | 0.4 |
At 31 December 2024 and 1 January 2025 | 25.9 | 128.5 | 7.5 | 161.9 |
Additions | 5.0 | - | - | 5.0 |
Other | 0.4 | - | - | 0.4 |
At 31 December 2025 | 31.3 | 128.5 | 7.5 | 167.3 |
| Accumulated amortisation and impairment | ||||
At 1 January 2024 | - | (66.6) | (7.5) | (74.1) |
Amortisation charge for the year | - | (5.5) | - | (5.5) |
At 31 December 2024 and 1 January 2025 | - | (72.1) | (7.5) | (79.6) |
Amortisation charge for the period | - | ( 5 . 0 ) | - | ( 5 . 0 ) |
At 31 December 2025 | - | (77.1) | (7.5) | (84.6) |
| Net book value | ||||
At 1 January 2024 | 22.8 | 61.9 | - | 84.7 |
At 31 December 2024 | 25.9 | 56.4 | - | 82.3 |
At 31 December 2025 | 31.3 | 51.4 | - | 82.7 |
2025 | 2024 | ||
Book value | $m | $m | |
Somaliland PSC | Exploration | 27.6 | 25.9 |
Oman PSC | Exploration | 3.7 | - |
Exploration and evaluation assets | 31.3 | 25.9 | |
Tawke capacity building payment waiver | 51.4 | 56.4 | |
Tawke RSA assets | 51.4 | 56.4 |
Notes to the consolidated financial statements
126 Genel Energy Annual Report 2025
| Producing | Other | ||
| assets | assets | Total | |
$m | $m | $m | |
| Cost | |||
At 1 January 2024 | 3,313.2 | 17.3 | 3,330.5 |
Additions | 23.0 | 0.6 | 23.6 |
Right-of-use assets | - | 0 . 5 | 0 . 5 |
Other 1 | 3.2 | - | 3.2 |
Reclassified as held for sale (note 7) | (2,021.3) | - | (2,021.3) |
At 31 December 2024 and 1 January 2025 | 1,318.1 | 18.4 | 1,336.5 |
Additions | 24.2 | 0.2 | 24.4 |
Right-of-use assets | - | 1.8 | 1.8 |
Other 1 | 0.6 | - | 0.6 |
At 31 December 2025 | 1,342.9 | 20.4 | 1,363.3 |
| Accumulated depreciation and impairment | |||
At 1 January 2024 | (3,068.5) | (15.5) | (3,084.0) |
Depreciation charge for the year | (46.6) | (1.4) | (48.0) |
Reclassified as held for sale (note 7) | 1,986.6 | - | 1,986.6 |
At 31 December 2024 and 1 January 2025 | (1,128.5) | (16.9) | (1,145.4) |
Depreciation charge for the period | (45.0) | (1.4) | (46.4) |
At 31 December 2025 | (1,173.5) | (18.3) | (1,191.8) |
| Net book value | |||
At 1 January 2024 | 244.7 | 1.8 | 246.5 |
At 31 December 2024 | 189.6 | 1.5 | 191.1 |
At 31 December 2025 | 169.4 | 2.1 | 171.5 |
2025 | 2024 | ||
Book value | $m | $m | |
Tawke PSC | Oil production | 169.4 | 189.6 |
Producing assets | 169.4 | 189.6 |
| Tawke | |
| CGU | |
| Sensitivities | $m |
Long term netback price +/- $5/bbl | +/- 17 |
Discount rate +/- 1% | +/- 11 |
Production +/- 10% | +/- 34 |
Domestic sales for 1 more year | - 19 |
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 127
2025 | 2024 | |
$m | $m | |
Trade receivables – non-current | 59.4 | 60.9 |
Trade receivables – current | 16.6 | 24.1 |
Other receivables and prepayments | 6.4 | 3.1 |
82.4 | 88.1 |
| Period when sale made | ||||||
| Overdue | Overdue | Total | Reclassified as held | ECL | Trade | |
| 2023 | 2022 | nominal | for sale (note 7) | provision | receivables | |
$m | $m | $m | $m | $m | $m | |
31 December 2025 | 40.2 | 47.6 | 87.8 | - | (11.8) | 76.0 |
31 December 2024 | 49.3 | 58.1 | 107.4 | (10.7) | (11.7) | 85.0 |
2025 | 2024 | |
Movement on trade receivables in the period | $m | $m |
Carrying value at the beginning of the period | 85.0 | 92.9 |
Revenue from contracts with customers | 68.7 | 74 . 7 |
Cash for domestic sales | (68.7) | (74.7) |
Write-off of Sarta receivables (note 7) | (8.9) | - |
Reversal of previous year’s expected credit loss (note 1) | 1.2 | 1.4 |
Expected credit loss for current period (note 1) | (1.3) | - |
Reclassified as held for sale (note 7) | - | (9.3) |
Carrying value at the end of the period | 76.0 | 85.0 |
| Total | |
| $m | |
Booked nominal balance to be recovered | 87.8 |
Estimated net present value of total cash flows | 76.0 |
Notes to the consolidated financial statements
128 Genel Energy Annual Report 2025
2025 | 2024 | |
$m | $m | |
Cash and cash equivalents | 224.4 | 195.6 |
224.4 | 195.6 |
2025 | 2024 | |
$m | $m | |
Trade payables | 12.1 | 20.0 |
Other payables | 35.5 | 32.7 |
Accruals | 45.4 | 57.1 |
93.0 | 109.8 | |
Non-current | 1.3 | 0.2 |
Current | 91.7 | 109.6 |
93.0 | 109.8 |
2025 | 2024 | |
$m | $m | |
Balance at 1 January | 25.1 | 45.2 |
Interest unwind | 1.1 | 1.8 |
Additions | 0.1 | 2.9 |
Reclassified as held for sale (note 7) | - | (21.2) |
Reversals | - | (3.6) |
Balance at 31 December | 26.3 | 25.1 |
| Purchase | ||||||
| 1 Jan | Discount | issuance | Free | 31 Dec | ||
| 2025 | unwind | of bond | cash flow | 2025 | ||
$m | $m | $m | $m | $m | ||
2025 | Bond 9.25% coupon (current) | (64.9) | (0.9) | 65.8 | - | - |
2030 | Bond 11% coupon (non-current) | - | (0.2) | (90.5) | - | (90.7) |
Cash | 195.6 | - | 24.7 | 4.1 | 224.4 | |
Net cash | 130.7 | (1.1) | - | 4.1 | 133.7 |
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 129
| Financial covenant | Test | YE 2025 | Test | YE 2024 |
| Equity ratio (Total equity/Total assets) | > 30% | 63% | > 40% | 60% |
| Minimum liquidity | > $20m | $224.4m | > $30m | $195.6m |
| 1 Jan | Discount | Repurchase | Share | Free | 31 Dec | ||
| 2024 | unwind | of bond | purchase | cash flow | 2024 | ||
$m | $m | $m | $m | $m | $m | ||
| - | |||||||
2025 | Bond 9.25% (current) | (243.7) | (1.6) | 180.4 | - | (64.9) | |
Cash | 363.4 | - | (185.0) | (2.4) | 19.6 | 195.6 | |
Net cash | 119.7 | (1.6) | (4.6) | (2.4) | 19.6 | 130.7 |
16. Financial Risk Management
2025 | 2024 | |
$m | $m | |
Trade and other receivables | 80.0 | 85.6 |
Cash and cash equivalents | 224.4 | 195.6 |
304.4 | 281.2 |
Notes to the consolidated financial statements
130 Genel Energy Annual Report 2025
2025 | 2024 | |
Financial assets | $m | $m |
Trade and other receivables | 80.0 | 85.6 |
Cash and cash equivalents | 224.4 | 195.6 |
304.4 | 281.2 | |
| Financial liabilities | ||
Trade and other payables | 90.5 | 108.4 |
Interest bearing loans | 90.7 | 64.9 |
181.2 | 173.3 |
| Total | |
| Ordinary | |
| Shares | |
At 1 January 2024 – fully paid 1 | 280,248,198 |
At 31 December 2024, 1 January 2025 and 31 December 2025 – fully paid 1 | 280,248,198 |
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 131
18. Share based payments
The Company has three share-based payment plans under which awards are currently outstanding: performance share plan (2021),
deferred bonus plan (2021) and restricted share plan (2011). The main features of these share plans are set out below.
PSP (2021) | DBP (2021) | RSP (2011) |
| Form of awards | ||
| Either Performance shares or restricted | Deferred bonus shares. The intention is to | Restricted shares. The intention is to |
| shares. The intention is to deliver the full | deliver the full value of shares at no cost | deliver the full value of shares at no cost |
| value of vested shares at no cost to the | to the participant (as conditional shares or | to the participant (as conditional shares or |
participant (as conditional shares or nil- cost options). | nil-cost options). | nil-cost options). |
| Performance conditions | ||
| Performance conditions may or may not | Performance conditions may or may not | Performance conditions may or may not |
| apply. Awards granted with performance | apply. For awards granted to date, there | apply. For awards granted to date, there are |
| conditions are measured against relative | are no performance conditions. | no performance conditions. |
and absolute TSR measured against a group of industry peers over a three- year period. | ||
| Vesting period | ||
| For awards subject to performance | Awards typically vest after two years. | Awards typically vest in tranches over |
conditions, they will vest when the Remuneration Committee determines | three years. | |
whether the performance conditions have been met at the end of the performance | ||
period. For awards that are not subject to performance conditions, awards typically | ||
| vest in tranches over three years. | ||
| Dividend equivalents | ||
| Provision of additional cash/shares to | Provision of additional cash/shares to | Provision of additional cash/shares to |
| reflect dividends over the vesting period | reflect dividends over the vesting period | reflect dividends over the vesting period |
| and the period where the options have | and the period where the options have | may or may not apply. |
| vested and have not yet been exercised | vested and have not yet been exercised | |
| (where applicable) may or may not apply. | (where applicable) may or may not apply. |
Notes to the consolidated financial statements
132 Genel Energy Annual Report 2025
| Share awards | Share awards | Weighted avg. | ||
| with performance | without performance | Share | exercise price of | |
| conditions | conditions | options | share options | |
Outstanding at 1 January 2024 | 7,561,301 | 1,002,917 | 18,452 | 1,046p |
Granted during the year | 4,075,827 | 428,066 | - | - |
Forfeited during the year | (2,152,140) | - | - | - |
Lapsed during the year | (1,467,593) | (155,387) | (18,452) | 1,046p |
Exercised during the year | - | (364,428) | - | - |
Outstanding at 31 Dec 2024 and 1 Jan 2025 | 8,017,395 | 911,168 | - | - |
Granted during the year | 4,475,401 | 711,232 | - | - |
Forfeited during the year | (1,847,249) | - | - | - |
Lapsed during the year | (423,570) | (46,279) | - | - |
Exercised during the year | - | (300,435) | - | - |
Outstanding at 31 December 2025 | 10,221,977 | 1,275,686 | - | - |
PSP (without condition) | PSP | |
02/04/2025 | 02/04/2025 | |
Share price at grant date | 63p | 63p |
Fair value on measurement date | 63p | 40p |
Expected life (years) | 1-3 | 1-3 |
Expected dividends | - | - |
Risk-free interest rate | 3.95% | 3.95% |
Expected volatility | 49.35% | 49.35% |
Share price at balance sheet date | 60p | 60p |
| (without condition) | (without condition) | |||
30/04/2024 | 30/04/2024 | 10/09/2024 | 10/09/2024 | |
Share price at grant date | 85p | 85p | 74p | 74p |
Fair value on measurement date | 85p | 52p | 74p | 40p |
Expected life (years) | 1-3 | 1-3 | 1-3 | 1-3 |
E x p e c t e d d i v i d e n d s | - | - | - | - |
Risk-free interest rate | 4.45% | 4.45% | 3.70% | 3.70% |
Expected volatility | 44.89% | 44.89% | 44.75% | 44.75% |
Share price at balance sheet date | 66p | 66p | 66p | 66p |
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 133
2025 | 2024 | |
$m | $m | |
Board remuneration | 0.8 | 0.7 |
Key management emoluments and short-term benefits | 4.8 | 4.0 |
Share-related awards | 1.6 | 1.7 |
7. 2 | 6.4 |
21. Events occurring after the reporting period
Following the U.S.-Israeli air war on Iran that started on 28 February 2026, production and drilling operations on the Tawke licence
were temporarily shut down. The Company continues to monitor developments closely to assess when it can safely and securely
resume operations.
Notes to the consolidated financial statements
134 Genel Energy Annual Report 2025
| Ownership % | ||
| Country of | (ordinary | |
| Entity name | Incorporation | shares) |
Barrus Petroleum Cote D'Ivoire Sarl 1 | Cote d'Ivoire | 100 |
Barrus Petroleum Limited 2 | Isle of Man | 100 |
Genel Energy Africa Exploration Limited 3 | UK | 100 |
Genel Energy Finance 4 plc 3 | UK | 100 |
Genel Energy Holding Company Limited 4 | Jersey | 100 |
Genel Energy International Limited 5 | Anguilla | 100 |
Genel Energy Miran Bina Bawi Limited 3 | UK | 100 |
Genel Energy Morocco Limited 3 | UK | 100 |
Genel Energy No. 6 Limited 3 | UK | 100 |
Genel Energy Block 54 Oman Limited 3 | UK | 100 |
Genel Energy Petroleum Services Limited 3 | UK | 100 |
Genel Energy Qara Dagh Limited 3 | UK | 100 |
Genel Energy Sarta Limited 3 | UK | 100 |
Genel Energy Somaliland Limited 3 | UK | 100 |
Genel Energy UK Services Limited 3 | UK | 100 |
Genel Energy Yönetim Hizmetleri A.S¸, 6 | Türkiye | 100 |
23. Annual report
Copies of the 2025 annual report will be despatched to shareholders in March 2026 and will also be available from the Company’s
registered office at 26 New Street, St Helier, Jersey, JE2 3RA and at the Company’s website – www.genelenergy.com.
‘AGM’ annual general meeting
‘BDO’ BDO LLP
‘CGU’ cash generating unit
‘Companies Act 2006’ Companies Act 2006, as amended
‘Company’ Genel Energy plc
‘ESG’ environmental, social, and governance
‘EPSA’ exploration and production sharing agreement
‘FGI’ Federal Government of Iraq
‘FRC’ UK Financial Reporting Council
‘FTSE’ FTSE International Limited
‘Genel’ may refer to Genel Energy plc and/or one of its subsidiaries and/or one or more
employees as the case may be. It is used for convenience only and is in no way
indicative of how the Genel group, or any entity within it, is structured, managed
or controlled
‘GHG’ greenhouse gases
‘Group’ the Genel Energy group of companies
‘HSE’ health, safety, and environment
‘IFC Performance Standard’ the performance standards set out by the International Finance Corporation
‘IOC’ international oil company
‘ITP’ Iraq-Türkiye Pipeline
‘Jersey Companies Law’ Companies (Jersey) Law 1991 (as amended)
‘KRG’ Kurdistan Regional Government
‘KRI’ Kurdistan Region of Iraq
‘Listing Rules’ the Listing Rules of the UK Listing Authority
‘LTI’ lost time incident
‘MNR’ Ministry of Natural Resources
‘NGO’ non-governmental organisation
‘OQEP’ OQ Exploration & Production SAOG
‘Ordinary Shares’ the voting ordinary shares and/or the suspended voting ordinary shares as the
context requires
‘PSC’ production sharing contract
‘PSP’ performance share plan
‘RSA’ receivable settlement agreement
‘SOP’ share option plan
‘TCFD’ Task Force on Climate-related Financial Disclosures
‘TSR’ total shareholder return
‘UN SDGs’ United Nations Sustainable Development Goals
Certain resources and reserves terms
‘1P’ proved reserves
‘2P’ proved plus probable reserves
‘3P’ proved plus probable plus possible reserves
‘2C’ contingent resources
Units of measurement
‘bbl’ barrel
‘bopd’ barrels of oil per day
‘km’ Kilometres
‘MMbbls’ millions of barrels
‘MMboe’ million barrels of oil equivalent
‘tCO
2
e’ tonnes of CO
2
equivalent
Glossary of technical terms
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2025 135
ShareGift
If you hold a small number of shares and find it uneconomical to sell them,
you may wish to donate your shares to charity free of charge through
ShareGift. ShareGift collects donations of unwanted shares, sells them
and donates the proceeds to UK charities. Further details are available at
www.sharegift.org or by calling +44 (0) 20 7930 3737.
AGM
This year’s AGM will be held at Linklaters LLP, 20 Ropemaker Street, London
EC2Y 9AR, on Thursday, 7 May 2026 at 11.00am.
Details of the business to be considered at the AGM are set out in the
accompanying notice of meeting.
Dividend and dividend history
No final dividend is proposed in respect of the year ended
31 December 2025.
Ordinary shares
The Company’s ordinary shares of nominal value 10p each are traded
on the main market for listed securities on the London Stock Exchange
(LON: GENL).
Registrars
Our Registrar is Equiniti.
All enquiries relating to the administration of shareholdings should be
directed to Equiniti (Jersey) Limited, c/o Equiniti Limited, Aspect House,
Spencer Road, Lancing, West Sussex, BN99 6DA.
Shareview, a free, online, secure service provided by Equiniti that enables
you to view and manage your shareholding, may be accessed by registering
online at www.shareview.co.uk.
Telephone: 0371 384 2893 lines are open Monday – Friday excluding UK
Bank Holidays, 8.30am – 5.30pm.
Share price information
The current price of the Company’s shares is available on the Company’s
website at genelenergy.com.
Shareholder information
Contacts and Auditors
Registrar
Equiniti (Jersey) Limited
c/o Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Independent auditors
BDO LLP
55 Baker Street
London
W1U 7EU
Registered office
26 New Street
St Helier
Jersey
JE2 3RA
Channel Islands
London office
Fifth Floor
36 Broadway
Victoria
London
SW1H 0BH
Jersey Company Registration
Number: 107897
136 Genel Energy Annual Report 2025
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Registered Office
26 New Street
St Helier
Jersey
JE2 3RA
Channel Islands
London Office
Fifth Floor
36 Broadway
Victoria
London
SW1H 0BH
Istanbul office
Vadi Istanbul 1 B Block
Ayazag˘a Mahallesi
Azerbaycan Caddesi
No:3 Floor: 18
Sarıyer/Istanbul
34396