Annual
Report
2024
About PetroNor E&P
PetroNor E&P in brief
.......................................................................................
6
Highlights and subsequent events
................................................................
7
Letter from the chief executive o
ffi
cer
.........................................................
8
Portfolio
............................................................................................................
10
Annual statement of reserves
......................................................................
18
Corporate governance
Statement on corporate governance
..........................................................
28
Board of directors
..........................................................................................
34
Executive management
.................................................................................
35
Board of directors’ report
.............................................................................
36
Sustainability
UN Sustainable Development Goals
...........................................................
53
Sustainability report 2024
............................................................................
54
General information
.......................................................................................
55
Environmental information
.........................................................................
64
Social information
..........................................................................................
70
Governance information
...............................................................................
74
Transparency Act Statement
.........................................................................
76
Financial statements
Financial statements – contents
..................................................................
79
Consolidated statements
..............................................................................
81
Notes to the consolidated
fi
nancial statements
.......................................
85
Statement of comprehensive income – PetroNor E&P ASA
..................
108
Notes to the
fi
nancial statements – PetroNor E&P ASA
.........................
111
Glossary and de
fi
nitions
..............................................................................
123
Corporate directory
......................................................................................
123
PETRONOR E&P ASA
ANNUAL REPORT 2024
4
About PetroNor E&P
PETRONOR E&P ASA
ANNUAL REPORT 2024
5
About PetroNor E&P
About PetroNor E&P
PetroNor E&P in brief
.......................................................................................
6
Highlights and subsequent events
................................................................
7
Letter from the chief executive o
ffi
cer
.........................................................
8
Portfolio
............................................................................................................
10
Annual statement of reserves
......................................................................
18
Business model
OUR MISSION
Our mission is to enhance
shareholder value by utilising
the technical and commercial
capabilities of the company
to improve our reserve base,
production, and cash
fl
ow.
PetroNor E&P adheres to
high standards of corporate
governance and strives to
achieve operational excellence
safely and e
ffi
ciently.
OUR VISION
Our strategic vision is to
progressively develop the
company into a full cycle,
Africa-focused exploration and
production company, with an
emphasis on producing and
developing assets that have
signi
fi
cant potential for growth.
OUR WORK
We are an independent oil and
gas exploration and production
company with licenses in the
Republic of the Congo, The
Gambia and Nigeria. Our
portfolio includes strong
production, development
potential and promising
exploration targets in West
Africa.
PetroNor E&P in brief
PetroNor E&P ASA is an independent oil and gas company listed on the Oslo Stock
Exchange (PNOR), led by a board and management team with extensive expertise in
oil and gas exploration, development, and production.
Key asset locations
THE GAMBIA
90 per cent interest in The Gambia
A4 licence.
NIGERIA
20.2 per cent economic interest in Aje
fi
eld
in licence OML 113.
(Additional 32.1 per cent pending completion of
New Age transaction).
CONGO BRAZZAVILLE
16.83 per cent indirect participating interest in
PNGF Sud o
ff
shore licence group. 22.7 per cent indirect
participating interest in PNGF Bis o
ff
shore licence group.
PETRONOR E&P ASA
ANNUAL REPORT 2024
6
About PetroNor E&P
Net pro
fi
t (USD million):
42.2
2023:
79.1
EBITDA (USD million):
102.4
2023:
121.8
EBIT (USD million):
82.0
2023:
104.5
2P Reserves (MMbbls):
16.0
2023:
16.1
2C Contingent resources (MMboe):
35.2
2023:
36.7
Market capitalisation (USD million):
160.2
2023:
105.0
Earnings per share (USD cents):
24.7
2023:
35.0
Net cash (USD million):
79.7
2023:
40.75
2024 Highlights
Record oil sales of 1.8 MMbbls
at average realised price of
USD 77.94/bbl, compared with
net entitlement volumes of 1.5
MMbbls at average realised
price of USD 78.30/bbl in 2023
In
fi
ll well in Tchibeli NE pre-salt
Vanji drilled during the year as
part of the much larger drilling
programme (total of 18)
Average net allocated
production of 4,814 bopd in
2024
Progressing New Age deal
awaiting government approval
which will give PetroNor a
52 per cent economic interest
in the Aje project
PNGF Sud’s complex of
power and gas supply is now
independent of third parties
following an infrastructure
improvement programme
Implemented the announced
return to shareholders and
delivered a USD 25.6 million
return of capital equivalent to
NOK 2 per share post year end
PETRONOR E&P ASA
ANNUAL REPORT 2024
7
About PetroNor E&P
Chief executive o
ffi
cer:
Cash generation and shareholder
returns
As we close the chapter on 2024, I am pleased to report that PetroNor
E&P has continued to deliver strong operational and
fi
nancial
performance. The year has been characterised by record-high oil sales,
improving production e
ffi
ciency, and important strategic developments.
Our operations in Congo remain at the core of our business, generating
solid cash
fl
ows that have enabled the company to return capital to
shareholders while continuing to invest in future growth.
RECORD OIL SALES AND OPERATIONAL
RESILIENCE
In 2024, PetroNor sold a record 1.8 million barrels
of net entitlement oil, generating USD 140 million in
cash revenues at an average realised price of USD
77.94 per barrel. This marks a continued positive
trend from the previous year, underlining the
strength of our producing asset at PNGF Sud and
the strategic relationship with ADNOC who lifted
and sold our entitlement oil.
Our average net allocated working interest
production for the year was 4,814 bopd, slightly
lower than the previous year due to natural
reservoir decline and workover delays. However,
the operational outlook is improving, with
production e
ffi
ciency increasing throughout
the year as infrastructure upgrades and well
interventions have stabilised operations. The new
Tchendo 2 platform, commissioned in April, has
made PNGF Sud self-su
ffi
cient in power and gas
supply, reducing reliance on third-party imports
and improving long-term production stability.
Our in
fi
ll drilling program in 2024 comprised a
well targeting pre-salt Vandji at Tchibeli NE. This
well was part of a campaign aimed at increasing
production capacity across the
fi
eld. For 2025,
fi
ve
new wells are planned for Tchibouela East, further
strengthening production capacity.
SHAREHOLDER RETURNS AND FINANCIAL
STRENGTH
PetroNor’s strong
fi
nancial position enabled us to
make our
fi
rst cash distribution to shareholders in
January 2025, in line with our stated dividend policy,
with NOK 2 per share returned. Our ability to
generate stable cash
fl
ows from Congo’s producing
assets remains the foundation of our strategy,
ensuring capital discipline while delivering value to
shareholders.
The company ended the year with USD 79.7 million
in cash, and, following a major December lifting of
881,192 barrels, the largest single lifting in company
history, received an additional USD 64 million in
January 2025. This large lifting has resulted in an
overlift position of approximately 450,000 barrels,
which will be replenished by production in the
fi
rst
half of 2025 before the next lifting scheduled for H2
2025.
AJE REDEVELOPMENT AND PORTFOLIO
UPDATES
The redevelopment of Aje in OML 113 in Nigeria is
being progressed jointly with the license partners.
The current project focus is to re
fi
ne inputs to
the
fi
eld development plan with the results of
soon to be completed depth mapping of the gas
condensate and underlying oil reservoirs. In
addition, an environmental and social impact
assessment is being conducted which will in
fl
uence
the
fi
nal development plan. On the commercial
work front, the acquisition of New Age’s licence
interests awaits approval from the regulatory
authorities. The completion of this transaction
is expected to simplify decision making for the
remaining partnership.
In Guinea-Bissau, we understand the outcome of
the Atum-1X well, spudded in September 2024 after
PetroNor’s 100 per cent farm-out to Apus Energy,
is still under evaluation by the operator. In the
meantime we continue a technical work program in
the A4 licence of The Gambia to re
fi
ne our views on
the chance of success of the identi
fi
ed exploration
prospects.
PETRONOR E&P ASA
ANNUAL REPORT 2024
8
CEO letter
REGULATORY MATTERS
The investigations initiated by Norwegian and U.S.
authorities during 2021/22 remain ongoing. While
the timeline remains outside our control, we expect
greater clarity on the way forward during 2025.
PetroNor remains fully committed to cooperating
with authorities while continuing to execute our
business strategy.
OUTLOOK FOR 2025 AND BEYOND
Looking ahead, PetroNor remains focused on
maximising value from its cash-generating assets in
Congo, continuing to enhance production e
ffi
ciency,
and returning capital to shareholders. Our in
fi
ll
drilling in 2025 is expected to boost production
capacity, and the recent investments in power self-
su
ffi
ciency of the PNGF Sud complex will ensure
more stable operations going forward.
With the strongest balance sheet in the company’s
history, we are well-positioned to continue organic
investment opportunities within our current assets
while maintaining our commitment to
fi
nancial
discipline and shareholder returns.
I would like to extend my sincere thanks to our
employees, partners, and stakeholders for their
continued dedication and support. As we move
into 2025, we remain committed to driving growth,
maximising asset value, and delivering strong
returns to our shareholders.
Sincerely,
Jens Pace
CEO, PetroNor E&P
PetroNor remains focused on maximising
value from its cash-generating assets in Congo,
continuing to enhance production e
ffi
ciency,
and returning capital to shareholders
PETRONOR E&P ASA
ANNUAL REPORT 2024
9
CEO letter
Production:
Congo Brazzaville
The Republic of Congo (Congo Brazzaville) is an established oil-producing country and
a core region for PetroNor, both for existing production and for the development of
additional resources.
PetroNor holds a 16.83 per cent participation
interest in the licence group of PNGF Sud
(Tchibouela II, Tchendo II and Tchibeli-Litanzi II)
through Hemla E&P Congo SA.
PNGF Sud is operated by Perenco Congo SA
(“Perenco”), a world-leading specialist in low-cost
brown
fi
eld optimisation of mature production
assets like PNGF Sud.
Production has continued to grow and operating
cost per unit of production has been signi
fi
cantly
reduced. This has all been achieved through
improving maintenance routines and production
processing capacities along with investments in
fi
eld integrity, e
ff
ected in a stepwise and prudent
manner.
The licence partnership is now well underway
in the in
fi
ll drilling programme of 23 wells which
commenced in 2021 to deliver increased production
and reserves. The programme involves drilling and
surface facilities investments of some USD 600
million over a six-year period, and the company
is now bene
fi
tting from the signi
fi
cant capital
investment in the in
fi
ll drilling campaign over
the past years. Since 2021, 12 of the 23 planned
in
fi
ll wells have been completed - most exceeding
expectations. The programme was recently
expanded by 5 wells to be drilled in Tchibouela East
in 2025.
20 km
Point-Noire
Tchendo
Litanzi
Tchibouela
Tchibouela east
Louissima
PNGF BIS*
PNGF SUD
Lusom
Suem
*)
License award has been approved.
A PSA will be signed.
Tchibeli
Tchibeli
NE
Net interest:
16.83%
Producing wells:
72
2P Reserves
(net) (MMbbl):
16.0
2C Resources
(net) (MMbbl):
7.9
Accumulated
gross 2024
production
(MMbbl):
10.4
PETRONOR E&P ASA
ANNUAL REPORT 2024
10
Portfolio
PNGF SUD
Licence overview
Since the entry of the new contractor group in early
2017, a programme of incremental improvements
via well workovers, surface production process
improvements, structural integrity and HSE
improvements have resulted in a doubling of
production at a relatively low CAPEX spend. The
goal has been to optimise the existing well stock by
re-activating producers and injectors, re-allocating
production intervals, increasing well lift capacities
as well as increasing and managing production
capacities and intra-
fi
eld power consumption
between the ten wellhead platforms in PNGF Sud.
Licence activity
The average gross PNGF production was 28,605
bopd in 2024 with a continued low lifting cost
of USD 11.2/barrel (bbl). Achieved production
e
ffi
ciency in the
fi
eld was 86 per cent, which is
lower than the “norm” for the licence group at
approximately 92 per cent. Issues with production
e
ffi
ciency were largely caused by shut-downs from
third party power providers but in addition, the
high installation and commissioning activities of the
Tchendo 2 platform and related infrastructure led
to well ESP failures and a longer well workover lag.
The Tchendo II platform is now installed and stable,
and the licence enjoys a fully autonomous power
supply with little interruptions. Workover activities
picked up signi
fi
cantly in the second part of the
year. These combined e
ff
orts yielded signi
fi
cantly
reduced losses and thus an average production
e
ffi
ciency in the last quarter of 92 per cent.
Signi
fi
cant investments continued on additional
water handling capacity, additional export pumps,
0
5
10
15
20
25
30
35
Oil production, kbopd
Tchibouela
Tchibouela East
Tchendo
Tchibeli Albien
Tchibeli NE
Litanzi Albien
Tchendo 2 rig
operated by our
partner Perenco
Congo SA
PETRONOR E&P ASA
ANNUAL REPORT 2024
11
Portfolio
PETRONOR E&P ASA
ANNUAL REPORT 2024
12
Portfolio
upgraded control rooms, steel structure integrity
improvements and intra-
fi
eld gas pipelines.
The now 23-well in
fi
ll drilling programme started
in 2021 and delivered six new wells during 2022 in
the Litanzi and Tchibeli NE
fi
elds. During 2023,
fi
ve
new Tchibeli wells were completed safely and below
budget using drilling rig Axima #4 (four producers,
one injector). The drilling programme continued in
2024 with the addition of a successful production
well to the 2022 exploration discovery in the Vandji
Formation. The 2025 budget was expanded with
fi
ve wells in Tchibouela East before the planned
in
fi
ll programme of six wells in the Tchendo
fi
eld,
probably in 2026.
Although hampered by production interruptions
in 2024, production averaged 28.6 thousand
barrels per day (kbopd), compared with an average
production of 30.7 kbopd in 2023. With stable
production and increased well investments, the
same production levels are expected in 2025 as
achieved in 2024.
The jack-up rig, Petrofor Axima, which completed
the
fi
ve well in
fi
ll drilling programme on Tchibeli
will return to drill both the Tchibouela East and the
Tchendo programme with an estimated drilling
start of mid 2025. The Tchendo 2 platform was
completed and installed in 2024. It contains the
14 slots for future in
fi
ll drilling and additional
power generation capacity for the PNGF and
surrounding licences. The platform was installed
and commissioned in the
fi
rst half of 2024. Water
handling capacity was expanded signi
fi
cantly in
both Tchibouela and Tchendo last year.
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
Production, bopd
PNGF Sud 2024
Tchibouela
Tchi East
Tchendo
Tchibeli
Tchi NE
Litanzi
Act+PN fcst
Average annual = 28605/4814 bopd (86%)
01/01/24
01/02/24
01/03/24
01/04/24
01/05/24
01/06/24
01/07/24
01/08/24
01/09/24
01/10/24
01/11/24
01/12/24
PNGF BIS
Licence overview
Located North-West of PNGF Sud, PNGF Bis licence
contains two discoveries, Louissima and Loussima
SW. The two discoveries are proven by three wells
drilled between 1985 and 1991.
The three discovery wells tested from 1,150 to 4,700
bopd of light, good quality oil. Perenco has recently
made a detailed reinterpretation, 3D modelling
and facilities study for the Loussima SW discovery,
yielding some 100 million barrels (MMbbl) of
in-place resources and a possible tie-back to PNGF
Sud via pipeline.
In December 2023, the Council of Ministers in
the Republic of Congo approved a number of
energy projects, including the award of the PNGF
Bis licence to a contractor group led by Perenco
as operator. PetroNor has a non-operating net
interest of 22.7 per cent, represented through its
Congolese subsidiary Hemla E&P Congo SA. The
proposed operator Perenco are in discussions with
the government regarding a production sharing
agreement.
PETRONOR E&P ASA
ANNUAL REPORT 2024
13
Portfolio
West African
Gas pipeline
ELPS pipeline
system
Lagos
OML 113
Ogo
Aje
Seme
50 km
Benin
Nigeria
Development:
Nigeria
Nigeria is one of the most petroleum-rich nations in the world. Nearly all of the
country’s primary reserves are concentrated in and around the Niger Delta. Nigeria is
one of the few major oil producing nations still capable of increasing its oil output.
The Aje
fi
eld is located close to the Lagos shores of
Nigeria, a populated area in dire need of a
ff
ordable
electrical power. It is estimated that Nigeria produces
electrical power from some 20-30 million diesel
generators around the country and the Lagos area
alone has a population exceeding 17 million people.
The Aje
fi
eld constitutes a signi
fi
cant gas discovery
which has the potential to supply cleaner, reliable
and more a
ff
ordable gas to power to this region of
the country. Additional liquid petroleum gas (LPG)
products extracted from the gas could yield cooking
gas for the local area replacing wood burning.
The Aje project targets production of oil, gas,
condensate, and LPG, which will have the potential
to replace approximately 500MW of energy currently
generated by diesel power, it could also provide
10 per cent of the country’s cooking gas. As such,
it has an attractive ESG pro
fi
le consistent with
PetroNor’s values and longer-term goals.
OML 113 (AJE FIELD)
PetroNor directly holds a 6.502 per cent participating
interest in the Aje
fi
eld asset, with a 16.255 per cent
cost-bearing interest, representing an economic
interest of between 12.1913 per cent and 16.255 per
cent in OML 113, (the licence which contains the Aje
oil and gas
fi
eld).
PetroNor’s existing position in Oil Mining Licence
OML 113 was achieved through the acquisition
of Panoro Energy ASA’s Nigeria interests in a
transaction which completed in 2022. PetroNor is
working with the OML 113 operator, Yinka Folawiyo
Petroleum Company Limited (“YFP”) through a jointly
owned company, Aje Production AS, which will hold
a project economic and voting interest of 39 per cent
according to the joint operating agreement (JOA).
2P Economic
interest:
15.1% –
20.2%
2C Resources
per table
(net) (MMboe):
27.1
PETRONOR E&P ASA
ANNUAL REPORT 2024
14
Portfolio
Aje Production AS will lead the technical and
management e
ff
orts in the next phase of the Aje
fi
eld development, from which PetroNor, with its 52
per cent shareholding, will hold an indirect licence
interest of 20.2 per cent.
In October 2023, PetroNor entered into a binding
agreement with New Age (African Global Energy)
Limited (“New Age”) to acquire New Age’s interests
in OML 113. This acquisition not only strengthens
the company’s position in OML 113 but also opens
exciting possibilities for future growth in the energy
transition and strategic
fl
exibility.
Subject to
fi
nal completion, the agreement will
not only increase PetroNor’s economic stake but
also reinforce the company’s active involvement
and in
fl
uence in the licence partnership, enabling
PetroNor to lead the plan for the redevelopment of
the Aje
fi
eld.
Following completion of these transactions,
PetroNor and YFP related entities will have a project
economic and JOA voting interest of 71 per cent.
The Aje
fi
eld is estimated to contain recoverable
resources of 480 billion cubic feet (BCF) of gas,
54 MMbbls oil, condensate and LPG.
Licence overview
The Aje
fi
eld was discovered after drilling of the
Aje-1 well in 1996. The OML 113 block covers 835
km² with water depths ranging from 100 metres to
1,500 metres. Five wells have been drilled; oil has
been produced from Turonian and Cenomanian
age reservoirs until production was suspended in
November 2021.
Overlying the Turonian oil rim is a signi
fi
cant gas-
condensate discovery which has not been developed.
Forward plan
The Aje
fi
eld redevelopment focuses on extracting
the discovered natural gas resources. Natural gas
o
ff
ers a sustainable energy alternative for Nigeria
and its neighbouring countries. According to the UN
sustainability goals, gas is an important transition
fuel for Africa. By transitioning to natural gas, West
Africa anticipates a considerable reduction in its
energy de
fi
cit and CO
2
emissions. Estimates suggests
a 30 per cent CO
2
emission reduction when natural
gas replaces diesel fuel and heating oil.
In addition to emission reductions, the gas contains
signi
fi
cant amounts of LPG to be used for cooking,
replacing something as elementary as wood burning,
which poses a signi
fi
cant health risk to millions of
Nigerians.
The development plans will target the gas,
condensate, and oil in a low-risk development
plan. Wet gas will be brought to shore for further
processing and extraction of LPG. The Nigerian
government encourages stop-
fl
aring programmes
and the country is in dire need of electrical power.
Redevelopment
The redevelopment of the Aje
fi
eld involves
fi
eld
development activities. These include the re-entry
and completion of existing wells, the drilling of new
wells, and the installation of Subsea Production
Systems (SPS) & Subsea Umbilical, Riser and Flowline
(SURF) packages. Development plans for the Aje gas
condensate and additional oil are under discussion
jointly with the licence partners. The strategy entails
advancing with a Final Investment Decision (FID)
for a Floating Production and Storage Unit (FPSO),
drilling of a few additional oil and gas wells, and
laying a 30 km pipeline to an LPG plant near the
West African Gas Pipeline's (WAGP) export station,
ensuring e
ffi
cient transportation and processing of
the natural gas. The produced gas will be distributed
via the WAGP, while LPG will be transported to
Lagos through Badagry Creek. Condensate and
oil will be produced and o
ffl
oaded o
ff
shore while
o
ff
take agreements will include gas sales and swap
arrangement for gas and LPG products.
The previous FPSO was released from the
fi
eld as it
had reached the end of economic
fi
eld life and does
not have the proper ratings for gas development.
PetroNor hopes to progress the project toward
concluding concept selection and
fi
nal investment
decision in 2026.
PETRONOR E&P ASA
ANNUAL REPORT 2024
15
Portfolio
50 km
A4
Block 2
(Sinapa)
Block 4A
(Esperança)
Shelf edge
Shelf edge
Block 5A
(Esperança)
Guinea-Bissau
The Gambia
Guinea-
Bissau
Contingent
consideration
interest retained
The
Gambia
Net working interest:
90%
Area in km2:
1,376
Operator:
PetroNor E&P
Gambia Ltd
PETRONOR E&P ASA
ANNUAL REPORT 2024
16
Portfolio
Exploration:
The Gambia and Guinea-Bissau
THE GAMBIA A4 LICENCE
Licence overview
In November 2022, the company was awarded a new
30-year lease for the A4 licence with terms based
on the newly developed Petroleum, Exploration and
Production Licence Agreement – “PEPLA" model.
A proportion of prior sunk costs associated with
Block A4 have been carried into the new agreement.
Initially, the
fi
rst three-year period of the licence was
split into two 18-month periods, with the
fi
rst period
involving an extensive work programme leading to a
drill or drop decision. In May 2024, PetroNor agreed
with the Government of The Gambia to extend the
fi
rst phase of the Initial Exploration Period from 18
months to 36 months with a reduced cost for rental,
training and minimum work program agreed. At the
end of the extended period by 13 November 2025,
the company will have the option to continue into
the second phase of the Initial Exploration Period
with a commitment to drill an exploration well or exit
the agreement.
PetroNor has licenced additional 3D post-stack
depth migration (PSDM) seismic data (TGS Jaan 3D)
to give an enhanced regional perspective and to
better understand recent well results in this part of
the MSGBC Basin. PetroNor is seeking a partner to
join the company in drilling one exploration well in
this highly attractive acreage 40 km to the South of
the Sangomar
fi
eld in Senegal.
The key prospects in A4 are the ‘Lamia-South’ and
the ‘Rosewood’ prospects, both with commercial
stand-alone volumes and attractive probability of
success. PetroNor considers Lamia South to be a
genuine analogue for the Sangomar Field (unlike
recent wells in adjacent acreage).
PetroNor aims to participate in any future well at an
equity level of 30-50 per cent and hopes to secure
a farm-out agreement in 2025 before entering the
second ‘commitment’ phase of the
fi
rst exploration
period.
GUINEA-BISSAU SINAPA-2 AND ESPERANÇA
4A/5A LICENCES
Licence overview
Following the farm-out of 100 per cent of the equity
in both Sinapa and Esperança 4A/5A licences to
Apus Energia Guiné-Bissau SA (“Apus Energy”),
PetroNor retains an upside interest in the licences.
In the event that an exploration well proves
successful, and the subsequent development
produces oil and/or gas, a further USD 60 million
will be paid, split into USD 30 million paid on
government approval of a
fi
eld development plan
and USD 30 million on achievement of continuous
production. The Atum 1-X well was drilled last year
and the license partnership is currently analysing
the well results. The timing is uncertain in this
scenario with appraisal drilling and development
planning and construction of facilities necessary
before
fi
rst oil. Based on analogous projects this is
likely to take at least four years from exploration
well success if the project moves at a rapid pace.
PETRONOR E&P ASA
ANNUAL REPORT 2024
17
Portfolio
Annual statement of reserves
PetroNor’s classi
fi
cation of reserves and resources complies with the guidelines
established by the Oslo Stock Exchange based on the de
fi
nitions set by the Petroleum
Resources Management System (PRMS) of the Society of Petroleum Engineers/
World Petroleum Council/ American Association of Petroleum Geologists/ Society of
Petroleum Evaluation Engineers (SPE/PRMS) issued in 2018.
Reserves are the volume of hydrocarbons
that are expected to be produced from known
accumulations:
On production
Approved for development
Justi
fi
ed for development
Reserves are also classi
fi
ed according to the
associated risks and probability that the reserves
will be produced.
1P
Proved reserves represent volumes that will
be recovered with 90 per cent probability.
2P
Proved + probable reserves represent volumes
that will be recovered with 50 per cent
probability.
3P
Proved + probable + possible volumes will be
recovered with 10 per cent probability.
Contingent resources are the volumes of
hydrocarbons expected to be produced from
known accumulations:
In planning phase
Where development is likely
Where development is unlikely with present
basic assumptions
Under evaluation
Contingent Resources are reported as 1C, 2C, and
3C, re
fl
ecting similar probabilities as reserves.
DISCLAIMER
The information provided in this report re
fl
ects
reservoir assessments, which in general must be
recognised as subjective processes of estimating
hydrocarbon volumes that cannot be measured in
an exact way.
It should also be recognised that results of recent
and future drilling, testing, production, and new
technology applications may justify revisions
that could be material. Certain assumptions on
the future beyond PetroNor’s control have been
made. These include assumptions made regarding
market variations a
ff
ecting both product prices and
investment levels. As a result, actual developments
PETRONOR E&P ASA
ANNUAL REPORT 2024
18
Annual statement of reserves
may deviate materially from what is stated in this
report.
The estimates in this report are based on in-house
assessments in February 2025 for PNGF Sud. This
Annual Statement of Reserves (ASR) has been
further audited by Three60 Energy Norway AS.
The PNGF Bis was audited as part of the 2024 AGR
CPR. For OML 113 (Aje), reserves and resources are
based on a CPR from AGR/Tracs from March 2019.
PETRONOR ASSETS PORTFOLIO
The group holds exploration and production assets
in Africa through subsidiaries and joint ventures,
namely the o
ff
shore PNGF Sud production licences
in the Republic of Congo and an economic interest
between 15.1 per cent and 20.2 per cent in OML 113
in Nigeria. The expected imminent completion
of the transaction with New Age will bring the
PetroNor economic interest to between 39.2 per
cent and 52.2 per cent.
In 2023, PetroNor E&P AB, a wholly owned
subsidiary of PetroNor E&P ASA entered into a
binding agreement to farm-out 100 per cent of
its participating interest in the two exploration
licences o
ff
shore Guinea-Bissau to Apus Energia
Guiné-Bissau SA.
The exploration assets in The Gambia constitute
prospective resources, therefore are not
considered part of this ASR.
PNGF Sud:
O
ff
shore Congo Brazzaville, operator Perenco,
PetroNor 16.83 per cent
PNGF Sud is a development and exploration licence
comprising three production licence agreements
(Tchibouela II, Tchendo II and Tchibeli-Litanzi
II), which contain six oil
fi
elds: Tchibouela Main,
Tchibouela East, Tchendo, Tchibeli, Tchibeli North
East and Litanzi.
PetroNor E&P’s indirect subsidiary, Hemla E&P
Congo SA, holds a 20 per cent (16.83 per cent
net to PetroNor) non-operated interest in the
PNGF Sud licences o
ff
shore Congo. The operator
of the licences is Perenco which holds a 40 per
cent interest. E
ff
ective since 1 January 2017, the
ownership of the licences has an expiry date after
20 years plus a
fi
ve-year extension period. Since
the granting of the licences, Perenco and its non-
operating partner group have been committed to
strict HSE compliance. This has been achieved in
a stepwise and prudent manner whilst growing
production through improving maintenance
routines and
fi
eld integrity.
In November 2021, the now 23-well in
fi
ll
programme commenced on PNGF Sud with four
in
fi
ll wells on Litanzi. In November 2022, two wells
were completed in Tchibeli North East. A further
fi
ve wells were added in Tchibeli coming online
in September 2023. Production in 2024 averaged
28,605 bopd gross (net to PetroNor 4,814 bopd).
One successful well into the Vanji of Tchibeli NE was
added to the in
fi
ll programme in 2024. A further
fi
ve wells were added to the drilling programme in
Tchibouela East in 2025. The remaining six Tchendo
wells in the in
fi
ll drilling programme will be moved
after these
fi
ve wells.
Gross production during 2024 was 10.4 MMbbls of
oil and 7.8 Bcf of gas.
In February 2025, PetroNor performed a full
reserves and resource update (ASR) covering the
Reserves (1P, 2P and 3P) and Resources (1C, 2C and
3C) in PNGF Sud. The above
fi
gures were evaluated
as of 31 December 2024. The results from the ASR
have been audited by Three60 Energy Norway AS.
As per the PRMS/SPE guidelines, only the portion
of gas is contributing to power generation (on
Tchibouela and Tchendo only) and is included in
the overall reserves. The gas is being used centrally
in the
fi
eld complex as fuel for power generation
which is subsequently transmitted to the individual
fi
eld platforms via electrical power cables. For the
purpose of this report, the numbers quoted below
as MMbbls do not include the oil equivalent gas but
are included in the appendix reserves and resource
tables.
The Reserves and Resources from the 2025 audited
ASR give the yielded basis for PetroNor's Reserves
and Resources as per 31 December 2024. As the
only product sold is oil, PetroNor will in the text
below when referring to Reserves and Resources
mainly refer to oil and term these with the unit
MMbbls or where gas is a signi
fi
cant portion include
condensate, LPG and gas as oil equivalents MMboe.
As of 31 December 2024, gross 1P Proved Reserves
yield 67.2 MMbbls in all of the PNGF Sud
fi
elds in
the Cenomanian, Turonian, Senonian and Albian
reservoirs. Gross 2P Proved plus Probable Reserves
at PNGF Sud amounted to 95.0 MMbbls in the same
reservoirs. Gross 3P Proved plus Probable plus
Possible Reserves at PNGF Sud amounted to 120.6
MMbbls.
Gross 1C Resources yield 14.6 MMbbls in all of
the PNGF Sud
fi
elds in the Cenomanian, Turonian,
Senonian and Albian reservoirs. Gross 2C
Resources at PNGF Sud amounted to 34.4 MMbbls
in the same reservoirs. Gross 3C Resources at PNGF
Sud amounted to 86.4 MMbbls.
These evaluations yield 1P Proved Reserves net to
PetroNor of 11.3 MMbbls, 2P Proved plus Probable
Reserves net to PetroNor of 16.0 MMbbls and 3P
Proved plus Probable plus Possible Reserves net to
PetroNor of 20.3 MMbbls. For the 2P reserves, this
constitutes a reserve replacement ratio of 93 per
cent of the 2024 net production of 1.8 MMbbls.
Additional potentially recoverable resources net
to PetroNor are approximately 2.5 MMbbls 1C,
5.8 MMbbls 2C and 14.5 MMbbls 3C.
PETRONOR E&P ASA
ANNUAL REPORT 2024
19
Annual statement of reserves
PETRONOR E&P ASA
ANNUAL REPORT 2024
20
Annual statement of reserves
These Reserves and Contingent Resources are
PetroNor’s net volumes before deductions for
royalties and other taxes, re
fl
ecting the production
and cost sharing agreements that govern the
assets.
PNGF Bis:
O
ff
shore Congo Brazzaville, operator Perenco,
PetroNor 22.7 per cent
Located North-West of PNGF Sud, PNGF Bis licence
contains two discoveries, Louissima and Loussima
SW. The two discoveries are proven by three wells
including Drill Stem Tests (DSTs) drilled from 1985-
1991. The primary potential is identi
fi
ed in the pre-
salt Vanji formation with promising DST rates, but
the exploration and appraisal wells also include
an oil column in the post-salt Senji formation (not
tested).
The contractor group of PNGF Sud has now secured
the rights to carry out petroleum activities on PNGF
Bis and one possible scenario comprises a long-
term test production period with a rented jack-up
with a purchase option and an 11 km pipeline tie-
back to one of the existing Tchibouela process
platforms. This would allow cost recovery of the
investments during the test production and allows
upscaling the production levels with additional
producers as resources are matured to reserves.
Based on an initial test development, net to
PetroNor 1C Contingent Resources yield 0.8
MMbbls in the Loussima SW Vanji and Senji fm.
Net 2C at PNGF Bis Loussima SW amounts to
2.1 MMbbls in the same reservoirs. Net 3C amounts
to 3.0 MMbbls.
MANAGEMENT DISCUSSION AND ANALYSIS
PetroNor uses the services of Three60 Energy
Norway AS for third party veri
fi
cations of its
reserves and resources.
All evaluations are based on standard industry
practice and methodology for production
decline analysis and reservoir modelling based
on geological and geophysical analysis. The
following discussions are a comparison of the
volumes reported in previous reports, along with
a discussion of the consequences for the year-end
2024 ASR.
PNGF Sud
During the years from 2017 to 2024, production
and reserves have grown from the initial c. 15,000
bopd and 62 MMbo when Perenco and partners
took over. An additional c. 68 MMbo have been
produced in the period, thus representing a reserve
replacement ratio of c. 200 per cent for the period.
This has materialised through revitalising existing
producers via replacements or upsizing of Electrical
Submersible Pumps (ESPs), acidising, clean up
or reperforating wells or converting wells from
the Cenomanian to the Turonian (less depleted)
formations. Signi
fi
cant surface debottlenecking is
also taking place, projects ranging from improved
power generation, gas-lift compressor upgrades,
pump replacements and other surface process
improvements. Production from Tchibeli has been
routed to Tchendo by installing a new pipeline
to avoid third party processing tari
ff
s previously
paid to the Nkossa FPSO. These brick-by-brick
improvements together with in
fi
ll drilling have
yielded a production level during 2023 and 2024 of
close to 30 kbopd.
An in
fi
ll drilling programme was embarked on
in 2021. Development drilling of the Tchibeli NE
discovery was further sanctioned in 2021 with
one additional Vanji well decided in 2023 and
fi
ve additional wells for Tchiboela East decided
in 2024. Consequently, the 2C resources in these
fi
elds have already been converted to 2P reserves.
Development of 3D static and dynamic models has
been and will continue to form the basis of further
in
fi
ll drilling programmes on PNGF Sud. As part
of the commitment to in
fi
ll drilling, signi
fi
cant 2C
resources have been transferred to 2P reserves
on Litanzi (in 2019) Tchendo, Tchibeli and further
in Tchibeli NE and Tchibouela East. The further
in
fi
ll potential in Tchibouela and Tchendo has been
maintained with a signi
fi
cant gross/net 2C potential
of some 32.8/5.5 MMbo.
Net/gross produced volumes during 2024
constituted 1.8/10.4 MMbbls. Only minor
adjustments were made to 2P reserves for 2023,
with a decrease after production of net/gross -0.1/-
0.7 MMbo. 2C resources are down -1.3/5.8 MMbo
after converting the Tchibouela East resources to
reserves. The PNGF partnership has invested in
additional power generation facilities on Tchibouela
and Tchendo. According to PRMS, gas reserves for
this should be classi
fi
ed as reserves. Total gross
gas reserves attributed to power generation has
been estimated at 33.5 bcf, corresponding to
an additional gross 6.0 MMboe in the reserve’s
balances.
Production rates are expected to average around
28,000 bopd for 2025.
PNGF Bis
Once investment decisions are made on the
Loussima SW project these reserves may become
reserves approved for development. It is expected
that these discoveries will have priority following
the in
fi
ll drilling programmes in PNGF Sud.
Given a successful Loussima SW, a similar
development potential is also likely for the
Loussima Discovery.
PETRONOR E&P ASA
ANNUAL REPORT 2024
21
Annual statement of reserves
Aje – OML 113
Reserves and resources for OML 113 are based
on a CPR from AGR/Tracs from March 2019.
The bulk of these are 2P reserves based on a
Field Development Plan (FDP) submitted to and
approved by the Nigerian Upstream Petroleum
Regulatory Commission (NUPRC – formerly DPR) in
2018 and the current development plan will need a
resubmission and approval. PetroNor assumes the
above referenced reserves now to be contingent
resources. Production from 2019 to 2021, being
relatively insigni
fi
cant, has been subtracted from
these
fi
gures.
Revenue and cost bearing interests vary through
the development production period from 15.1 per
cent and 20.2 per cent and net resources have been
modelled and listed in the tables below. The 2C
resources net to PetroNor are 10.9 MMbo of liquids
and 97 bcf of gas, in total 27.1 MMboe (AGR Tracs
use 6 mscf/boe).
ASSUMPTIONS
The commerciality and economic tests for the PNGF
Sud, PNGF Bis and Aje reserves and resources
volumes were based on an oil and condensate price
of 70 USD/bbl, although the reserves and resources
are not very sensitive to this parameter as OPEX
levels are currently at around 10 USD/bbl in PNGF
and estimated at approximately 7 USD/bbl in Aje on
plateau production.
2P Reserves
(MMboe)
2024
2023
2024 PN Net
Balance – gross PNGF Sud
100.9
101.9
17.0
2P and 2C Reserves and resources status
(MMboe)
2024
2023
2024 PN Net
Balance 2P/2C gross, PNGF Sud
136.5
146.3
23.0
Balance 2P/2C gross, PNGF Sud+ PNGF Bis
145.9
155.7
25.1
Balance – 2P/2C gross, ALL PNGF +Aje
280.2
290.0
52.2
PetroNor’s total 1P oil Reserves at end of 2024
amounted to 11.3 MMbbls. PetroNor’s 2P oil
Reserves amount to 16.0 MMbbls and PetroNor’s
3P oil Reserves amount to 20.3 MMbbls. This
re
fl
ects the February 2025 reserve report for the
PNGF Sud
fi
eld, conducted internally and audited
by Three60 Energy Norway AS and production since
the
fi
eld start-up.
PetroNor’s Contingent Resource base includes
discoveries of varying degrees of maturity towards
development decisions. PetroNor’s assets contain a
total 2C volume of approximately 35.2 MMboe
28 April 2025
JENS PACE
CEO PetroNor E&P
PETRONOR E&P ASA
ANNUAL REPORT 2024
22
Annual statement of reserves
NET TO PETRONOR – RESERVES AND RESOURCES AT 31 DECEMBER 2024
(PN ASR DATED 05 FEBRUARY 2025)
Net PetroNor reserves (developed or under development):
1P
2P
3P
Oil
MMbo
Gas
bcf
Boe
MMboe
Oil
MMbo
Gas
bcf
Boe
MMboe
Oil
MMbo
Gas
bcf
Boe
MMboe
PNGF Sud 16.83%
Tchibouela
5.12
1.39
5.36
6.82
2.18
7.21
8.53
3.68
9.19
Tchibouela East
1.23
-
1.23
1.76
-
1.76
2.29
-
2.29
Tchendo
2.08
2.49
2.52
3.49
3.45
4.10
4.53
3.35
5.13
Tchibeli
1.14
-
1.14
1.43
-
1.43
1.71
-
1.71
Tchibeli Northeast
0.83
-
0.83
1.18
-
1.18
1.54
-
1.54
Litanzi
0.91
-
0.92
1.30
-
1.30
1.69
-
1.68
Total
11.31
3.88
12.00
15.98
5.63
16.98
20.29
7.03
21.54
PNGF Bis 22.70%
Loussima (Bis)
-
-
-
-
-
-
-
-
-
Total
11.31
3.88
12.00
15.98
5.63
16.98
20.29
7.03
21.54
Net PetroNor contingent resources (undeveloped):
1C
2C
3C
Oil
MMbo
Gas
bcf
Boe
MMboe
Oil
MMbo
Gas
bcf
Boe
MMboe
Oil
MMbo
Gas
bcf
Boe
MMboe
16.83% PNGF Sud
Tchibouela
2.46
0.67
2.58
3.52
1.12
3.72
9.75
4.21
10.50
Tchibouela East
-
-
-
-
-
-
0.76
-
0.76
Tchendo
-
-
-
2.01
-
2.01
3.11
-
3.11
Tchibeli
-
-
-
-
-
-
0.29
-
0.29
Tchibeli Northeast
-
-
-
0.09
-
0.09
0.29
-
0.29
Litanzi
-
-
-
0.17
-
0.17
0.33
-
0.33
Total
2.46
0.67
2.58
5.79
1.12
5.99
14.53
4.21
15.28
PNGF Bis 22.70%
Loussima (Bis)
0.75
-
0.75
2.13
-
2.13
3.00
-
3.00
Aje 20.15%
OML 113
1
17.19
146.82
41.66
28.21
251.47
70.12
46.56
358.22
106.26
Total
20.40
147.49
44.99
36.13
252.59
78.24
64.09
362.43
124.54
1
(Oil+Condensate+LPG) - oil equivalents for Aje are 6 mscf/boe according to the CPR.
PETRONOR E&P ASA
ANNUAL REPORT 2024
23
Annual statement of reserves
Net PetroNor reserves and resources (developed, under development or undeveloped):
1P/1C
2P/2C
3P/3C
Oil
MMbo
Gas
bcf
Boe
MMboe
Oil
MMbo
Gas
bcf
Boe
MMboe
Oil
MMbo
Gas
bcf
Boe
MMboe
16.83% PNGF Sud
Tchibouela
7.58
2.05
7.94
10.34
3.30
10.93
18.28
7.89
19.68
Tchibouela East
1.23
-
1.23
1.76
-
1.76
3.05
-
3.05
Tchendo
2.08
2.50
2.53
5.50
3.45
6.11
7.64
3.35
8.25
Tchibeli
1.14
-
1.14
1.43
-
1.43
2.00
-
2.00
Tchibeli Northeast
0.83
-
0.83
1.27
-
1.27
1.83
-
1.83
Litanzi
0.91
-
0.91
1.47
-
1.47
2.02
-
2.02
Total
13.77
4.55
14.58
21.77
6.75
22.97
34.82
11.24
36.83
PNGF Bis 22.70%
Loussima (Bis)
0.75
-
0.75
2.13
-
2.13
3.00
-
3.00
Aje 20.15%
OML 113
1
17.19
146.82
41.66
28.21
251.47
70.13
46.56
358.22
106.26
Total
31.71
151.37
56.99
52.11
258.22
95.23
84.38
369.46
146.09
1
(Oil+condensate+LPG) - oil equivalents for Aje are 6 mscf/boe according to the CPR.
Gross 2P+2C production rate and cumulative production from 2025 AGR CPR
0
20
40
60
80
100
120
140
0
5
10
15
20
25
30
35
2021
2023
2025
2027
2029
2031
2033
2035
2037
2039
2041
mmbo gross
'000 bopd gross
2025 PN ASR 2P
2025 PN ASR 2P+2C
Cum 2P
Cum 2C
PETRONOR E&P ASA
ANNUAL REPORT 2024
24
Annual statement of reserves
PETRONOR E&P ASA
ANNUAL REPORT 2024
25
Annual statement of reserves
PETRONOR E&P ASA
ANNUAL REPORT 2024
26
Corporate governance
PETRONOR E&P ASA
ANNUAL REPORT 2024
27
Corporate governance
Corporate governance
Statement on corporate governance
..........................................................
28
Board of directors
..........................................................................................
34
Executive management
.................................................................................
35
Board of directors’ report
.............................................................................
36
Statement on corporate
governance in PetroNor E&P
PetroNor E&P ASA (“PetroNor” or the “company”, and with its subsidiaries; the
“group”) aims to instill con
fi
dence in the company and maximise long-term value
through e
ff
ective decision-making, well-de
fi
ned roles among shareholders,
management, and the board of directors (the “board”), and transparent
communication.
As a company listed on the Oslo Stock Exchange,
PetroNor is required to report on corporate
governance under section 2-9 of the Norwegian
Accounting Act and the Norwegian Code of Practice
for Corporate Governance (the “code”). The
Accounting Act may be found (in Norwegian) at
www.lovdata.no
. The Code, which was last revised
on 14 October 2021, may be found at
www.nues.
no
. The Code is based on the “comply or explain”
principle. In the event that the company deviates
from the requirements of the Code, the company
must provide a justi
fi
cation for such deviation and
explain what alternative solution it has selected.
The company also seeks to comply with the Oslo
Stock Exchange Code of Practice for Investor
Relation (IR) of 1 March 2021.
1.
IMPLEMENTATION AND REPORTING ON
CORPORATE GOVERNANCE
The main objective for PetroNor’s corporate
governance principles is to develop a strong,
sustainable and competitive company in the
best interest of the shareholders, employees
and society at large, in compliance with the laws
and regulations of the relevant jurisdictions in
which the company operates. The board and
management of the company aim for a controlled
and pro
fi
table development and long-term creation
of growth through well-founded governance
principles and risk management.
The board will prioritise the development of
e
ff
ective working procedures to achieve, among
other objectives, the goals outlined in these
corporate governance guidelines and principles.
The Code comprises 15 principles. The corporate
governance report is available on the company’s
website www.petronorep.com.
Deviations from the Code: None.
2.
BUSINESS
PetroNor is a full cycle oil and gas exploration
and production company listed on the Oslo Stock
Exchange with ticker code “PNOR“. PetroNor holds
exploration and production assets in Africa.
The company’s business is de
fi
ned in Article 3 of
the company’s articles of association, which states:
“The company’s business is to invest in companies
and entities that are involved in the energy industry
and the oil and gas industry worldwide, as well as
investment activities and other related activities.”
The company is responsibly managing its
production portfolio to enable shareholder returns
alongside initial funding for its redevelopment and
targeted exploration projects.
PetroNor’s vision is to:
Become a leading full-cycle E&P company.
Use experience and competence in enhancing
value in projects in Africa to the bene
fi
t of
the countries PetroNor operates in and the
shareholders of the company.
Create values for the shareholders in a
sustainable manner where due regards are
given to
fi
nancial, social and environmental
issues.
The board will evaluate the group’s vision and
strategy at least on an annual basis, also including
input from shareholders not directly represented
in the board.
The oil and gas exploration and production
industry is characterised by high-risk, high-reward
dynamics, exposing PetroNor to
fl
uctuations in oil
prices. The company is also subject to the inherent
risks associated with petroleum production, as
well as the drilling of production, appraisal, and
exploration wells.
The company will seek opportunities across its core
region but may opportunistically invest outside of
its core area.
PetroNor’s primary goal is to deliver substantial
value to its shareholders. Furthermore, PetroNor is
committed to being a responsible corporate citizen,
promoting excellence in operations, and fostering
innovation.
PETRONOR E&P ASA
ANNUAL REPORT 2024
28
Corporate governance
PetroNor has implemented corporate values,
ethical guidelines, and guidelines for corporate
social responsibility. These values and guidelines
are described in PetroNor’s Code of Conduct with
further details in internal policies. In accordance
with the Norwegian Accounting Act, the company
annually reports on various aspects, including
environmental and social issues, the work
environment, equality and non-discrimination,
adherence to human rights, and e
ff
orts to combat
corruption and bribery.
Deviations from the Code: None.
3.
EQUITY AND DIVIDENDS
The oil and gas E&P business is highly capital
dependent, requiring PetroNor to be su
ffi
ciently
capitalised. The board will ensure that the
company at all times has an equity capital at a
level appropriate to its objectives, strategy and
risk pro
fi
le. The board recognises a need to be
proactive in order for PetroNor to be prepared for
changes in the market.
Mandates granted to the board to increase the
company’s share capital or to purchase own shares
will normally be restricted to de
fi
ned purposes
and are normally limited in time to the following
year’s annual general meeting. Any acquisition
of PetroNor shares will be carried out through
a regulated marketplace at market price, and
the company will observe the principle of equal
treatment of all shareholders in connection with
such transactions. If there is limited liquidity in the
company’s shares at the time of such transaction,
the company will consider other ways to ensure
equal treatment of all shareholders.
Mandates granted to the board for issue of shares
for di
ff
erent purposes will each be considered
separately by the general meeting.
Dividend proposals are considered based on the
company’s capital structure and dividend capacity
as well as the availability of alternative investments.
Deviations from the Code: None.
4.
EQUAL TREATMENT OF SHAREHOLDERS
PetroNor has one class of shares representing one
vote at the annual general meeting. The articles
of association contain no restriction regarding the
right to vote.
Any decision to waive the pre-emption rights of
existing shareholders to subscribe for shares in the
event of an increase in share capital will be justi
fi
ed
and disclosed in the stock exchange announcement
of the increase in share capital. Such decision
will be made only in the common interest of the
shareholders of the company.
Transactions in PetroNor shares will be made
through the stock exchange or by other means at
market prices. If there is a limited liquidity in the
PetroNor shares, the board will consider other
ways to ensure equal treatment of all shareholders
when making transactions in the PetroNor shares.
Deviations from the Code: None.
5.
SHARES AND NEGOTIABILITY
Shares of PetroNor are listed on the Oslo Stock
Exchange. There are no restrictions on ownership,
trading or voting of shares in PetroNor’s articles of
association.
Deviations from the Code: None.
6.
GENERAL MEETINGS
PetroNor’s annual general meeting is to be held by
the end of June each year.
The board will take necessary steps to ensure that
as many shareholders as possible may exercise
their rights by participating in general meetings
of the company, and to ensure that general
meetings are an e
ff
ective forum for the views
of shareholders and the board. The company
shall arrange the general meetings so that the
shareholders can attend electronically, unless
there is a reason to refuse.
An invitation and agenda (including proxy) will be
sent out no later than 21 days prior to the meeting
to all shareholders in the company. The invitation
will also be distributed as a stock exchange
noti
fi
cation. The invitation and support information
on the resolutions to be considered at the general
meeting will furthermore normally be posted on
the company’s website
www.petronorep.com
no
later than 21 days prior to the date of the general
meeting.
The recommendation of the nomination committee
will normally be available on the company’s website
at the same time as the notice.
PetroNor will ensure that the resolutions and
supporting information distributed are su
ffi
ciently
detailed and comprehensive to allow shareholders
to form a view on all matters to be considered at
the meeting.
According to Article 7 of the company’s articles of
association, registrations for the company’s general
meetings must be received at least two trading
days before the meeting is held.
The chairperson of the board, as well as the
auditor and CEO of the company, shall be present
at the general meetings, unless the circumstances
preclude such participation. The chairperson of
the nomination committee as well as other board
members should attend the general meetings. An
independent person to chair the general meeting
will, to the extent possible, be appointed. Normally
the general meetings will be chaired by the
company’s external corporate lawyer.
PETRONOR E&P ASA
ANNUAL REPORT 2024
29
Corporate governance
Shareholders who are unable to attend in person
will be given the opportunity to vote by proxy.
The company will nominate a person who will
be available to vote on behalf of shareholders
as their proxy. Information on the procedure for
representation at the meeting through proxy will
be set out in the notice for the general meeting. A
form for the appointment of a proxy, which allows
separate voting instructions for each matter to
be considered by the meeting and for each of
the candidates nominated for elections will be
prepared. Dividend, remuneration to the board
and the election of the auditor, are among the
matters that will be decided at the annual general
meeting. Following a general meeting, the company
immediately announces that its general meeting
has been held and the minutes are released on the
company’s ticker “PNOR“ at NewsWeb as well as on
the company’s website.
Deviations from the Code: None.
7.
NOMINATION COMMITTEE
The company shall have a nomination committee of
up to three members, to be elected by the general
meeting. The nomination committee shall present
proposals to the general meeting regarding (i)
election of the chair of the board, board members
and any deputy members, and (ii) election of
members of the nomination committee. The
nomination committee shall also present proposals
to the general meeting for remuneration of the
board and the nomination committee, which is to
be determined by the general meeting. The general
meeting shall adopt instructions for the nomination
committee.
Deviations from the Code: Due to the company
’
s
current shareholder composition, the majority of the
nomination committee is currently not independent of
the board and executive management. The company
will continuously consider whether amendments to the
composition of the nomination committee should be
made.
8.
BOARD OF DIRECTORS – COMPOSITION
AND INDEPENDENCE
The composition of the board ensures that the
board represents the common interests of all
shareholders and meets the company’s need for
expertise, capacity and diversity. The members of
the board represent a wide range of experience.
The composition of the board ensures that it can
operate independently of any special interests.
Members of the board are normally elected for a
period of two years. Recruitment of members of
the board may be phased so that the entire board
is not replaced at the same time. The general
meeting elects the chairperson and deputy
chairperson (if any). The company’s website and
annual report provide detailed information about
the board members’ expertise and independence.
The company has a policy whereby the members’
of the board are encouraged to own shares in
the company, but to dissuade from a short-term
approach which is not in the best interests of the
company and its shareholders over the longer term.
The board is to be composed of at least two
members who are independent of the company’s
major shareholders (being shareholders holding
more than 10 per cent of the shares in the
company), and more than half of the members are
to be independent of the company’s management
and material business relations.
Deviations from the Code: None.
9.
THE WORK OF THE BOARD OF
DIRECTORS
The board has the overall responsibility for the
management and supervision of the activities in
general. The CEO is responsible for the company’s
daily operations and ensures that all necessary
information is presented to the board.
The board decides the strategy of the company
and makes the
fi
nal decision in new projects and/or
investments. The board’s instructions for its own
work as well as for the executive management have
particular emphasis on clear internal allocation
of responsibilities and duties. The chairperson
of the board ensures that the board’s duties are
undertaken in an e
ffi
cient and correct manner.
The board has established separate rules of
procedures for its work. Such rules of procedure
also address how the board and management shall
deal with agreements with related parties, and in
particular whether independent valuations of such
agreements should be obtained. In addition, the
board will report on such agreements in its annual
report.
The board shall stay informed of the company’s
fi
nancial position and ensure adequate control of
activities, accounts and asset management. The
board member’s experience and skills are crucial
to the company both from a
fi
nancial as well as an
operational perspective.
An annual schedule for the board meetings is
prepared and discussed together with a yearly plan
for the work of the board. The board will consider
evaluating its performance and expertise annually.
The company has guidelines to ensure that
members of the board and executive personnel
notify the board if they have any material direct or
indirect interest in any transaction entered into by
the company. Should the board need to address
matters of a material character in which the
chairperson is or has been personally involved, the
matter will be chaired by an independent member
of the board to ensure a more independent
consideration.
PETRONOR E&P ASA
ANNUAL REPORT 2024
30
Corporate governance
The board has established an audit & risk
committee and a remuneration committee as
subcommittees of the board.
The audit & risk committee shall consist of at least
three members appointed by and among the board.
All members of the audit & risk committee must be
non-executive directors, a majority of the members
should be independent of the management and the
company, and there must be adequate accounting
and
fi
nance competence among the members of
the committee. The audit & risk committee’s role is
to supervise the group’s accounting and
fi
nancial
performance, as well as ensuring that adequate
internal control and reporting requirements exist.
The role is further detailed in a separate audit &
risk committee charter.
The remuneration committee shall consist of up to
three members appointed by and among the board.
All members shall be independent of the executive
management. The remuneration committee’s role
is to assist and advise the board on matters relating
to the remuneration of the board and management,
as well as salary, bonus and bene
fi
t policies for the
employees in general. The role is further detailed in
a separate remuneration committee charter.
Deviations from the Code: None.
10.
RISK MANAGEMENT AND INTERNAL
CONTROL
Financial and internal control, as well as short-
and long-term strategic planning and business
development, all according to PetroNor’s business
idea and vision and applicable laws and regulations,
are the board’s responsibilities and the essence of
its work. This emphasises the focus on ensuring
proper
fi
nancial and internal control, including risk
control systems.
The board approves the company’s strategy and
level of acceptable risk, as documented in the
guiding tool “Risk Management” described in
Note 23 to the consolidated
fi
nancial statements in
this annual report.
The board carries out an annual review of the
company’s most important areas of exposure to
risk and its internal control arrangements.
Deviations from the Code: None.
11.
REMUNERATION OF THE BOARD OF
DIRECTORS
The remuneration to the board will be decided by
the annual general meeting each year.
PetroNor is a diversi
fi
ed company, and the
remuneration will re
fl
ect the board’s responsibility,
expertise, the complexity, and scope of work as
well as time commitment.
The remuneration to the board is not linked
to the company’s performance and share
options shall not be granted to board members.
Remuneration in addition to normal director’s fee
will be speci
fi
cally identi
fi
ed in the annual report.
Members of the board normally do not take on
speci
fi
c assignments for the company in addition to
their appointment as a member of the board. Any
exemptions shall be clari
fi
ed with the full board.
Deviations from the Code: None.
12.
SALARY AND OTHER REMUNERATION
FOR EXECUTIVE PERSONNEL
The board has established guidelines for the
remuneration of the executive personnel. The
guidelines will be presented to the annual general
meeting each year and shall set out the main
principles applied in determining the salary and
other remuneration of the executive personnel.
The guidelines ensure convergence of the
fi
nancial
interests of the executive personnel and the
shareholders. The guidelines shall be clear and
transparent and contribute to the company’s
strategy, long term interests and
fi
nancial viability.
The remuneration shall, both with respect to the
chosen kind of remuneration and the amount,
encourage addition of values to the company and
contribute to the company’s common interests –
both for management as well as the owners.
Remuneration based on performance will normally
be capped upwards.
Deviations from the Code: None.
13.
INFORMATION AND COMMUNICATIONS
The company has established guidelines for
the company’s reporting of
fi
nancial and other
information. The chairperson and CEO are
authorised by the board to speak to or be in
contact with the press.
The company publishes an annual
fi
nancial
calendar including the dates the company plans to
publish the quarterly and interim updates and the
date for the annual general meeting. The calendar
can be found on the company’s website and will
also be distributed as a stock exchange noti
fi
cation
and updated on Oslo Stock Exchange’s website.
The calendar is published at the end of a
fi
scal
year, according to the continuing obligations for
companies listed on the Oslo Stock Exchange.
All information to shareholders is published
simultaneously on NewsWeb with the Oslo Børs
and the company’s website.
PetroNor normally makes four quarterly
presentations per year to shareholders, potential
investors and analysts in connection with
quarterly earnings reports or trading updates.
The quarterly presentations are held through
webinars to facilitate participation by all interested
shareholders, analysts, potential investors and
PETRONOR E&P ASA
ANNUAL REPORT 2024
31
Corporate governance
members of the
fi
nancial community. A question-
and-answer session is held at the end of each
presentation to allow management to answer the
questions of attendees. A recording of the webinar
presentation is retained on the company’s website
www.petronorep.com
for a limited number of days.
The company also makes investor presentations
at conferences in Norway and internationally. The
information packages presented at such meetings
are published simultaneously on the company’s
website.
Deviations from the Code: None.
14.
TAKEOVERS
PetroNor has established the following guiding
principles for how the board will act in the event
of a takeover bid. In a bid situation, the board
shall help to ensure that shareholders are treated
equally, and that the company’s business activities
are not disrupted unnecessarily. The board shall
ensure that shareholders are given su
ffi
cient
information and time to form a view of relevant
o
ff
ers.
As of today, the board does not hold any
authorisations as set forth in Section 6-17 of the
Securities Trading Act, to e
ff
ectuate defence
measures if a takeover bid is launched on PetroNor.
The board may be authorised by the general
meeting to acquire its own shares but will not be
able to utilise this in order to obstruct a takeover
bid, unless approved by the general meeting
following the announcement of a takeover bid.
As a rule, the company will not enter into
agreements with the purpose to limit the
company’s ability to arrange other bids for the
company’s shares unless it is clear that such
an agreement is in the common interest of the
company and its shareholders. As a starting point
the same applies to any agreement on the payment
of
fi
nancial compensation to the bidder if the bid
does not proceed. Any
fi
nancial compensation
will as a rule be limited to the costs the bidder
has incurred in making the bid. The company will
typically aim to disclose agreements made with
the bidder, which are material for the market’s
assessment of the bid, no later than the publication
of the announcement con
fi
rming the intention to
make the bid.
In the event of a takeover bid for the company’s
shares, the board will not exercise mandates
or pass any resolutions with the intention of
obstructing the takeover bid unless this is approved
by the general meeting following announcement of
the bid.
If an o
ff
er is made for the company’s shares, the
board will issue a statement evaluating the o
ff
er
and making a recommendation as to whether
shareholders should or should not accept the
o
ff
er. The board will also arrange a valuation with
an explanation from an independent expert. The
valuation will be made public no later than at
the time of the public disclosure of the board’s
statement. Any transactions that are in e
ff
ect a
disposal of the company’s activities will be decided
by a general meeting.
Deviations from the Code: None.
15.
AUDITOR
The auditor will be appointed by the general
meeting.
The board has appointed an audit & risk committee
as a sub-committee of the board, which will meet
with the auditor regularly. The auditor shall on an
annual basis submit the main features of the plan
for the audit of the company and an additional
report to the audit & risk committee in which it
declares its independence and explains the results
of the statutory audit carried out by providing a
range of information about the audit.
The auditor will send a complete management
letter/report to the board – which is a summary
report of risks faced by the business. The auditor
participates in meetings of the board that deal with
the annual accounts, where the auditor reviews
any material changes in the company’s accounting
principles, comments on any material estimated
accounting
fi
gures and reports all material matters
on which there has been disagreement between
the auditor and the executive management of the
company.
In view of the auditor’s independence of the
company’s executive management, the auditor is
also present in at least one board meeting each
year at which neither the CEO nor other members
of the executive management are present. The
board shall on an annual basis review the internal
control procedures jointly with the auditor,
including weaknesses identi
fi
ed by the auditor and
assess proposals for improvement.
PetroNor places importance on independence and
has established guidelines in respect of retaining
the company’s external auditor by the company’s
executive management for services other than the
audit.
The board reports the remuneration paid to the
auditor at the annual general meeting, including
details of the fee paid for audit work and any fees
paid for other speci
fi
c assignments.
Deviations from the Code: None.
PETRONOR E&P ASA
ANNUAL REPORT 2024
32
Corporate governance
PETRONOR E&P ASA
ANNUAL REPORT 2024
33
Board of directors
JOSEPH ISKANDER
Non-executive chair
Quali
fi
cations:
Iskander holds a degree in
Accounting and Finance with high
distinction from Helwan University,
Egypt.
Experience:
Iskander brings over 25 years
of experience in the
fi
nancial
services industry, covering asset
management, private equity,
portfolio management,
fi
nancial
restructuring, research, banking,
and audit. He began his career at
Deloitte & Touche (Egypt) as an
auditor. Iskander served as non-
executive director on the boards of
EFG Hermes in Egypt, Oasis Capital
Bank in Bahrain, Sun Hung Kai &
Co in Hong Kong, Qalaa Holdings in
Egypt, Emirates Retakaful in UAE,
Mar
fi
n Laiki Bank in Cyprus and
Mar
fi
n Investment Group in Greece.
Iskander led the research team
at Egypt’s Prime Investments and
previously served as an investment
advisor at Commercial International
Bank (CIB). In 2004, he transitioned
to Dubai Group, where he assumed
the role of investment manager.
During his tenure, Iskander actively
participated in numerous M&A
transactions, advisory services, asset
management, and private equity
deals, collectively exceeding a value
of USD 8 billion. Until 2009, he held
the position of managing director of
asset management at Dubai Group
and was the former head of research
at Dubai Capital Group. Joining
Emirates International Investment
Company in July 2017, Iskander is the
Chief Executive O
ffi
cer of EIIC. EIIC
operates as a subsidiary of National
Holding in Abu Dhabi.
Iskander is not independent of the
main shareholder.
Board meetings attendance
17
Shares controlled at
year-end 2024
Nil
Appointed since
8 October 2021
Board of directors
JARLE NORMAN-HANSEN
Non-executive director
Quali
fi
cations:
Norman-Hansen holds a bachelor’s
degree in Economics from BI
Norwegian Business School and an
ICFA from The Norwegian School of
Economics.
Experience:
Norman-Hansen has more than
30 years of experience from
the Nordic property and capital
markets overseeing acquisitions
and asset management of multi-
billion investments. Additionally, he
has served as an advisor to many
of Scandinavia’s largest real estate
capital markets transactions.
Norman-Hansen is independent
of the executive management,
material business contacts
and main shareholders (main
shareholders being shareholders
holding more than 10 per cent of
the shares in the company).
Board meetings
attendance
17
Shares controlled at
year-end 2024
8,973,389
Appointed
since
26 January 2023
ANDRI GEORGHIOU
Non-executive director
Quali
fi
cations:
Georghiou is a Fellow Member
of the Institute of Chartered
Accountants in England and Wales
and a member of Institute of
Certi
fi
ed Public Accountants of
Cyprus and holds the Corporate
Finance Quali
fi
cation of the
Institute and of the Securities and
Investment Institute.
Experience:
Georghiou is a banking and
fi
nance professional with in-depth
experience in banking and
fi
nancial
services both from the directorial
and functional sides. Georghiou
was the Chief Executive O
ffi
cer
of the Cyprus Development Bank
Group and served as executive
and nonexecutive member on the
boards of the Cyprus Development
Bank Plc (CDB) and its subsidiaries,
including Chairperson of its foreign
banking subsidiary and executive
member on the board of its
fi
nancial services subsidiary. During
her career with the CDB Group and
before being appointed CEO, she
held senior managerial posts and
had a leading role in the directorial
and functional management of the
CDB Group and the transformation
of the CDB from a development
fi
nance organisation into a fully-
fl
edged bank and the growth of its
activities and assets.
Georghiou also served on the
boards of companies outside the
CDB Group.
Board meetings attendance
N/A
Shares controlled at
year-end 2024
Nil
Appointed since
20 March 2025
PETRONOR E&P ASA
ANNUAL REPORT 2024
34
Board of directors
JENS PACE
Chief executive o
ffi
cer
Quali
fi
cations:
Pace holds a bachelor’s degree
in Geology and Oceanography
from the University of Wales
and an MSc in Geophysics from
Imperial College, London, UK.
Experience:
Pace has over 40 years of
industry experience, initially
garnered with major companies
such as BP and Amoco. Since
2012, he has been associated
with African Petroleum
Corporation and PetroNor. With
a background in geoscience,
Pace has held senior leadership
positions in E&P for the past 20
years, operating across a variety
of international jurisdictions.
Serving as the CEO of African
Petroleum, he continued as
director after the merger with
PetroNor. On 9 February 2022
he stepped down from the
board and was appointed as
interim CEO.
Shares controlled at
year-end 2024
146,553
CLAUS FRIMANN-DAHL
Chief technical o
ffi
cer
Quali
fi
cations:
Frimann-Dahl holds a
bachelor’s degree in Petroleum
Engineering from Texas A&M
University and an MSc from the
University of Trondheim (NTH).
Experience:
Frimann-Dahl has more than
35 years of experience in the
oil and gas industry, where
he has held both managerial
and technical positions. His
experience includes operational
roles with Phillips Petroleum,
Norsk Hydro, and Hess
spanning the North Sea in
Norway and Denmark, Russia,
Egypt and the US. Additionally,
he played a pivotal role as the
co-founder of Ener Petroleum, a
company that was subsequently
acquired by Dana Petroleum
and KNOC.
Shares controlled at
year-end 2024
60,456
CHRISTOPHER BUTLER
Group
fi
nancial controller
Quali
fi
cations:
Butler is a Fellow of the Institute
of Chartered Accountants in
England and Wales and holds
a bachelor’s degree in Physics
from Warwick University.
Experience:
Butler brings more than 20
years of
fi
nancial and corporate
experience, acquired through
roles in public practice, as
well as in the oil & gas and
mining sectors across
Africa, Asia, and Europe.
His diverse responsibilities
have encompassed
fi
nancial
reporting, contract negotiations,
M&A, due diligence, treasury
management and system
implementations.
Shares controlled at
year-end 2024
23,430
Executive management
PETRONOR E&P ASA
ANNUAL REPORT 2024
35
Board and management
Board of directors’ report
PetroNor E&P has reached several operational and strategic milestones during
2024. The total 2024 net entitlement volumes sold was 1.8 million bbls at an average
realised price of USD 77.94/bbl. This represents a historically high volume and
revenue for PetroNor as a consequence of obtaining approved lifter status from the
Djeno oil terminal, this removes reliance on third parties to lift oil.
Board has adopted a strategy focused on the
current portfolio in Congo, Nigeria and The Gambia.
Stable production and cash
fl
ow from Congo assets
has supported the delivery of a NOK 2 per share
return of capital to the company shareholders post
period.
The board of directors' report is presented for
PetroNor E&P ASA (“PetroNor” or “the company”)
and its subsidiaries for the year ended 31 December
2024.
DIRECTORS
The names of directors of the ultimate parent entity
of the group in o
ffi
ce during the
fi
nancial year and
until the date of this report are as follows. Directors
were in o
ffi
ce for this entire period unless otherwise
stated.
PetroNor E&P ASA
Role
First appointed
Resigned
J Iskander
Non-exec chair*
8 October 2021
-
J Norman-Hansen
Non-exec director
26 January 2023
-
A Georghiou
Non-exec director
20 March 2025
-
A Fawzi
Non-exec director
26 January 2023
20 March 2025
I Smines Tybring-Gjedde
Non-exec director
1 October 2021
1 November 2024
G Kielland
Non-exec director
1 October 2021
1 November 2024
E Alhomouz
Non-exec chair
1 October 2021
29 May 2024
* Joseph Iskander was appointed non-exec chair on 29 May 2024, after previously serving as a non-exec director.
OVERVIEW OF THE BUSINESS
The board of directors’ report for the PetroNor
group (“the group”) comprises PetroNor E&P ASA
(“the parent company“) and all subsidiaries and
associated companies.
PetroNor E&P ASA is a Norwegian public limited
liability company with its head o
ffi
ce in Oslo,
Norway.
The company is an independent oil and gas
exploration and production company with a
portfolio of assets in countries o
ff
shore West Africa
(Republic of Congo, Nigeria and The Gambia).
As at 31 of December 2024, the company held,
through its Congo subsidiary, 2P oil reserves of
16.0 MMbbls and an average net production in
2024 of 4,814 bopd (2023: 5,162 bopd). In addition,
PetroNor holds an exploration licence in The
Gambia with net unrisked prospective resources of
approximately 1.1 billion barrels of oil (management
estimate for two main prospects each with multiple
stacked targets).
The total 2024 net entitlement volumes sold
was 1,795,459 bbls for USD 140 million in cash,
equivalent to an average price of USD 77.94 per
barrel. This represents a historically high volume
and revenue for PetroNor, achieved through an
overlifting of its entitlement interest in stock at the
Djeno oil terminal in Congo at the year end.
PetroNor’s project in Nigeria is focused on the
redevelopment of gas from the OML 113 licence that
holds net 2C contingent resources of 27.1 MMboe
through the jointly controlled company Aje
Production AS. The company expects to deepen
this position with the completion of the corporate
acquisition of a non-operated partner on the licence
adding net 2C contingent resources of 43.0 MMboe.
The asset portfolio is supported by sta
ff
in Norway,
multiple locations in Africa and in the UK. The
management team at PetroNor has in-depth
industry experience from the oil and gas upstream
industry. Together they have built a broad network
of industry contacts, and developed strong
relationships with governments, institutions and
PETRONOR E&P ASA
ANNUAL REPORT 2024
36
Board of directors’ report
trusted partners fostered over many years of
valued collaboration.
Business Strategy
Focused on Africa, the company will continue
to responsibly manage its production portfolio
to enable shareholder returns from free cash
fl
ow alongside maximising the value of its
redevelopment and targeted exploration assets,
whilst managing the risk of potential corporate
legal liabilities, being a good corporate citizen
prioritising governance and compliance.
The company’s
fl
at structure and focus on
execution and delivery enable it to move rapidly to
take advantage of opportunities.
With many years of experience working in the
international oil and gas business, the management
and technical sta
ff
are able to apply and utilise
cutting edge industry innovations and technologies
to PetroNor's projects globally in order to maximise
their potential value.
IMPORTANT EVENTS
Record oil sales of 1.8 MMbbls at average
realised price of USD 77.94/bbl, compared
with net entitlement volumes of 1.5 MMbbls
at average realised price of USD 78.30/bbl in
2023
Average net allocated production of 4,814
bopd in 2024
PNGF Sud’s complex of power and gas supply
is now independent of third parties following
an infrastructure improvement programme
Progressing New Age deal awaiting
government approval which will give PetroNor
a 52 per cent economic interest in the Aje
project
Implemented the announced return to
shareholders and delivered a USD 25.6 million
return of capital equivalent to NOK 2 per share
post year end
In May 2024, the company was named
as a suspect by Økokrim in their ongoing
investigations into individuals
Joseph Iskander’s nomination as Chair of the
Board was approved at the 2024 AGM
PETRONOR E&P ASA
ANNUAL REPORT 2024
37
Board of directors’ report
PRINCIPAL ACTIVITY
The company’s principal activity during the year
was oil and gas exploration and production.
REVIEW OF OPERATIONS
Asset overview
Republic of Congo – PNGF Sud
The company has three production licence
agreements (Tchbouela II, Tchendo II, and Tchibeli-
Litanzi II), which cover six oil
fi
elds located in
80-100 m water depths approximately 25 km o
ff
the coast of Pointe-Noire. The complex oil
fi
eld was
discovered in 1979, commenced production in 1987,
and is called PNGF Sud.
Perenco, with its non-operating partners has
been committed to safely growing production
in an incremental and prudent manner. This led
to an increase in gross production from c 15,000
bopd gross in January 2017 to an average gross
production in 2024 of 28,605 bopd (2023: 30,672
bopd).
The drilling campaign targeting PNGF Sud that
commenced in 2021 saw one new well on Tchibeli
NE completed in April 2024 and is producing at
expected volumes. The in
fi
ll drilling programme
will focus on Tchibouela East
fi
eld during 2025.
Five new wells have been added to the in
fi
ll drilling
campaign thus increasing the programme to a
total of 23 wells. These will be drilled ahead of the
planned and previously announced Tchendo wells
and are expected to give a signi
fi
cant production
contribution to the PNGF Sud production in H2
2025.
The Tchendo 2 platform arrived in Congo in
December 2023 and is now in operation together
with the Litanzi-Tchendo gas pipeline which has
allowed autonomous power generation capacity
in the
fi
eld. The platform includes a total of 14 new
wells slots which will enable further development
of the Tchendo
fi
eld with
fi
ve new wells planned in
2025.
The Tchendo 2 platform further includes three gas
turbines with an installed capacity of 27MW that
will allow energy independence and reduce gas
emissions for the PNGF Sud licence with additional
capacity for power export and excess gas utilisation
for surrounding licences.
The PNGF Sud
fi
elds are developed with ten
wellhead platforms and currently produce from 70
active production wells, with oil exported via the
onshore Djeno terminal. With its long production
history, substantial well count and extensive
infrastructure, PNGF Sud o
ff
ers well diversi
fi
ed and
low risk production and reserves with low break-
even cost.
The use of refurbished and recommissioned steel
structures and other equipment is part of a wider
sustainability programme focusing on increasing
the production capacity and improving the integrity
of the o
ff
shore installations.
In February 2025, PetroNor utilised services from
Three60 for third party veri
fi
cation of its reserves.
The reserves were calculated as at 31 December
2024:
Participation Interest
16.83%
1P reserves (MMbbls)
11.3
2P reserves (MMbbls)
16.0
PetroNor’s contingent resource base includes
discoveries of varying degrees of maturity
towards development decisions. At the end of
the year, PNGF Sud contained a net 2C volume of
approximately 5.8 MMbbls.
Gross production during 2024 was 10.4 MMbbls,
corresponding to 1.8 MMbbls net to the company.
The current indirect participation interest is
16.83 per cent given an 84.15 per cent ownership in
the subsidiary Hemla E&P Congo which holds a 20
per cent interest in the PNGF Sud licence.
Republic of Congo – PNGF Bis
PNGF Bis is located next to PNGF Sud and contains
two discoveries from 1985-1991 in the structures
of Loussima SW and Loussima. The company and
its PNGF Sud partners have a right to negotiate the
licence agreement.
The three discovery wells tested from 1,150 to
4,700 bopd of light, good quality oil. Perenco has
made a detailed reinterpretation, 3D modelling
and facilities study for the Loussima SW discovery,
yielding some 100 MMbbls of in-place resources
and a possible tie-back to Tchibouela.
In December 2023, the Council of Ministers in
the Republic of Congo approved a number of
energy projects, including the award of the PNGF
Bis licence to a contractor group led by Perenco
as operator. PetroNor has a non-operating net
interest of 22.7 per cent, represented through its
Congolese subsidiary Hemla E&P Congo SA. The
proposed operator Perenco are in discussions with
the government regarding a production sharing
agreement. PNGF Bis contains Net 2C resources of
2.1 MMboe according to PetroNor’s 2024 Reserves
Report which has been independently audited by
an external party.
Nigeria – OML 113 / The Aje Field
The Aje oil and gas
fi
eld was discovered in 1996
with the Aje-1 well. After several appraisal wells,
the
fi
eld started production in May 2016 via the
Front Pu
ffi
n FPSO. Before suspending production
in 2021, Aje was producing from two wells, the
Aje-4 with oil production and Aje-5ST2 with oil
and gas production. In addition to the oil, there
is a signi
fi
cant gas-condensate column ready for
further development. The oil production stopped
in November 2021 due to the terminated contract
PETRONOR E&P ASA
ANNUAL REPORT 2024
38
Board of directors’ report
with the FPSO. The Aje
fi
eld is estimated to contain
recoverable resources of 480 BCF of gas, 54
MMbbls oil, condensate and LPG.
In October 2023, PetroNor announced an
agreement with New Age (African Global Energy)
Limited (“New Age”) to acquire New Age’s interests
in OML 113, holding a project economic and voting
interest in the OML 113 JOA of approximately 32
per cent. Subject to completion, the agreement will
not only increase PetroNor’s economic stake but
also reinforce the company’s active involvement
and in
fl
uence in the license partnership enabling
PetroNor to plan for the redevelopment of the
Aje
fi
eld. Completion of the transaction is subject
to customary conditions, including regulatory
approvals in Nigeria.
PetroNor’s existing position in OML 113 was
achieved through the acquisition of Panoro Energy
ASA’s Nigeria interests in a transaction which
completed in 2022. PetroNor is working with the
OML 113 operator, Yinka Folawiyo Petroleum
Company Limited (“YFP”), to create a jointly owned
company, Aje Production AS, which will hold a project
economic and JOA voting interest of 39 per cent.
Upon completion of both of these transactions,
PetroNor and YFP related entities will have a
project economic and JOA voting interest of 71 per
cent. The acquisition of New Age’s Aje interests will
increase PetroNor’s net 2C contingent resources in
Aje from 27.1 MMboe to 70.1 MMboe.
PetroNor continues work to update the
fi
eld
development plan (“FDP”) to expedite gas
development and engaged with potential o
ff
- takers
and partners. Development plans for the Aje gas
condensate and additional oil is progressing.
The plan is to proceed toward an FID involving
changeout of the FPSO, drilling further gas and oil
development wells, building a 30 km pipeline to
shore to a receiving LPG plant close to the export
compressor station of the West African Gas Pipeline
(WAGP).
Condensate and oil will be produced and o
ffl
oaded
o
ff
shore while o
ff
take agreements will include
gas sales and swap arrangement for gas and LPG
products.
Exploration the Mauritania-Senegal-Gambia-
Bissau-Conakry Basin (MSGBC Basin)
The Gambia – A4
The A4 licence is located o
ff
shore within the
Mauritania-Senegal-Gambia-Bissau-Conakry Basin.
The block contains multiple low risk commercial
size prospects. Hydrocarbons are proven
throughout the basin, the most local and notable is
the 460 MMbbls Sangomar
fi
eld, 30 km to the North
in Senegal achieving
fi
rst oil in 2024, operated by
Woodside Petroleum.
PetroNor and Gambia National Petroleum
Corporation (“GNPC”) have a Joint Operating
Agreement (“JOA”) for the A4 Licence. GNPC, as
Government licensee, has a 10 per cent participating
interest in the licence.
Initially, the
fi
rst exploration period was three
years, split into two 18-month periods with the
fi
rst period aimed at additional prospect technical
maturation leading to a drill or drop decision. In
2024, PetroNor signed an agreement to extend
the
fi
rst period by a further 18 months. A well
commitment is made upon entry to the second
18-month period in November 2025.
PetroNor E&P Gambia Ltd will be able to carry
approved prior sunk costs associated with A4 into
the new agreement.
The PEPLA is a royalty plus tax system valid for
30 years with an option of a 10-year extension. Post
discovery, the licence moves into an exploration/
appraisal phase where the commercial potential
of the discovery is ascertained and a development
decision taken, followed by a development and
subsequent production phase.
PetroNor continues to seek partners to drill one
exploration well in this highly attractive acreage
and aims to participate in any future well at an
equity level of 30-50 per cent.
The key ongoing technical work for Block A4
is a Joint Impedance and Facies Inversion (JiFi)
project carried out by Ikon Geoscience. The aim
of the project is to understand the presence
and distribution of sandstone reservoir and
hydrocarbons in the main shelf-edge play prospect
Lamia South. Whilst further work is being carried
out, initial results are promising and indicate the
presence of oil sands within the trap area.
Contingent Asset – Guinea-Bissau – Sinapa 2 and
Esperança 4A & 5A
In December 2023, PetroNor farmed-out 100 per
cent of its participating interest in its two
exploration licences o
ff
shore Guinea-Bissau to
Apus Energia Guiné-Bissau SA. An exploration well
to test the Atum-1 prospect was drilled during the
fourth quarter of 2024, and the results are being
evaluated.
PetroNor stands to receive two contingent earn-out
payments of USD 30 million each, contingent upon
government approval of a
fi
eld development plan
and sustained production.
REVIEW OF OPERATIONS
Corporate
Board appointments
At the AGM in May 2024, existing board member
Joseph Iskander was appointed chair of the board,
replacing Eyas Alhomouz. In October 2024, board
members Ingvil Smines Tybring-Gjedde and Gro
Kielland both resigned e
ff
ective from 1 November
2024.
PETRONOR E&P ASA
ANNUAL REPORT 2024
39
Board of directors’ report
Currently the board has three members. On
28 March 2025, Andri Georghiou was appointed to
the board, Azza Fawzi did not stand for re-election.
Økokrim charges
In late 2021, the National Authority for
Investigation and Prosecution of Economic and
Environmental Crime in Norway (Økokrim) initiated
an investigation into allegations of corruption
and brought criminal charges against individuals
previously associated with the company. The
US Department of Justice (DoJ) also began its
own investigation into the allegations based on
information received from Økokrim.
In May 2024, the company was noti
fi
ed by Økokrim
that the charges against the individuals have been
revised to include misleading investors (market
manipulation) through disclosures made to the
market during the reverse take-over of African
Petroleum Corporation Limited in August 2019
and subsequent disclosures. Consequently, the
company was noti
fi
ed that it had been given
formal status as suspect in relation to the market
manipulation charges. At the same time, the
company’s subsidiary Hemla Africa Holding was
noti
fi
ed that it had been given formal status as
suspects in relation to the corruption charges.
In June 2024, due to the change in status, the
company’s legal counsel received from Økokrim
access to formal information on the investigations
(the Økokrim case
fi
le), and a legal review of this
material continues.
In April 2025, the company was noti
fi
ed by the DoJ
that its inquiry relating to the company has been
closed.
PetroNor continues to co-operate with Økokrim to
assist in its investigation.
The Økokrim investigation is now into its fourth
year, and the company has incurred signi
fi
cant
costs with the various remediation steps to mitigate
potential corporate liability risks. During 2024,
USD 3.4 million was spent on external legal advice
on this matter (2023: USD 1.5 million). This has
included, fully cooperating with the investigation
authorities, obtaining independent legal advice and
implementing a compliance action plan.
As at the date of this report, no company in the
group has been formally charged. However, the
uncertainty surrounding the outcome could
potentially impact the group’s ability to conduct
transactions with both new and existing partners.
Shareholder distribution
An updated dividend policy was approved at
the last AGM, but this timing coincided with the
formal change in status in the investigations.
Therefore, implementation of the policy was
delayed to facilitate additional dialogue with the
investigating authorities. An interim balance sheet
as of 9 December 2024 for the standalone company
was approved at an EGM held on 23 January 2025.
This enabled the delivery of a return of capital to
shareholders equivalent to NOK 2 per share that
was paid out on 31 January 2025. USD 25.6 million
of cash was used to payout this distribution post
year end.
FINANCIAL REVIEW
The board of directors (“the board”) con
fi
rms
that the annual
fi
nancial statements have
been prepared pursuant to the going concern
assumption, and that this assumption was realistic
at the balance sheet date. The going concern
assumption is based upon the
fi
nancial position of
the group and the development plans currently in
place. The group recognises that in order to fund
on-going operations and pursue organic growth
opportunities it may require additional funding.
This funding may be sourced through joint venture
equity, share issues, or through debt
fi
nance.
The going concern basis assumes the continuity
of normal business activity and the realisation of
assets and the settlement of liabilities in the normal
course of business. The underlying business of the
group created a net pro
fi
t after tax of USD 42.2
million for the year ended 31 December 2024. As at
31 December 2024, the group had a cash balance of
USD 79.7 million (2023: USD 46.2 million).
Stable production and cash generation from
the Congo operations, together with its strong
balance sheet position has enabled the directors
of PetroNor (“the directors”) to form the opinion
that the company will be in a position to continue
to meet its liabilities and obligations for a period of
at least twelve months from the date of signing this
report.
This
fi
nancial report does not include any
adjustments relating to the recoverability and
classi
fi
cation of recorded asset amounts or to the
amounts and classi
fi
cation of liabilities that might
be necessary should the group not continue as a
going concern.
The following
fi
nancial review is based on the
fi
nancial statements of PetroNor E&P ASA and its
subsidiaries. The statements have been prepared
in accordance with IFRS® Accounting Standards as
adopted by the EU as well as Norwegian accounting
legislation.
In the view of the board, the statement of
comprehensive income, statement of changes
in equity, statement of
fi
nancial position and
cash
fl
ow provide satisfactory information about
the operations,
fi
nancial results and position of the
group and the parent company at 31 December
2024.
The consolidated
fi
nancial statements are
presented in US dollars.
PETRONOR E&P ASA
ANNUAL REPORT 2024
40
Board of directors’ report
PETRONOR E&P ASA
ANNUAL REPORT 2024
41
Board of directors’ report
Consolidated statement of comprehensive income
Key consolidated income statement
fi
gures
For the year ended 31 December
Amounts in USD million
2024
2023
Revenue from sales of petroleum products
139.9
120.9
Assignment of tax oil
40.0
39.9
Assignment of royalties
24.4
26.5
Marketing fees
0.2
-
Revenue
204.5
187.3
EBITDA
102.4
121.8
Net pro
fi
t/(loss)
42.2
79.1
Quantity of oil lifted (barrels)
1,795,459
1,543,910
Average selling price (USD per barrel)
77.94
78.30
Quantity of net oil produced after royalty, cost oil and tax oil (barrels)
1,202,459
1,396,118
The directors are pleased to report that favourable
market conditions and the on-going corporate
focus on cost control have resulted in EBITDA of
USD 102.4 million for the year.
The group generated a net pro
fi
t for the year of
USD 42.2 million (2023: USD 79.1 million). Revenue
increased by 9 per cent year-on-year, however
the overlifting position of USD 35.5 million has
impacted cost of sales. Further, during the prior
year a one-o
ff
transaction realised USD 18.0 million
within the pro
fi
t from discontinued operations.
Capitalised exploration expenses for The Gambia
licence for the year were USD 0.95 million. Under
PetroNor’s accounting policy, seismic data costs
and time writing are expensed and not capitalised
to intangible assets.
The administrative expenses in 2024 were USD 14.0
million (2023: USD 11.4 million). During the second
quarter, the board adopted a strategy focused
on the current portfolio in Congo, Nigeria and
The Gambia with a tactical suspension of new
business development e
ff
orts. The restructuring
has incurred USD 0.7 million in costs for the period
to year end. Legal and professional costs for the
year include USD 3.4 million (2023: USD 1.5 million)
in fees from third parties associated with the work
relating to the Økokrim and DoJ matter.
Financial position,
fi
nancing and equity
The group continues to build the strength of
the balance sheet with condensed statement of
fi
nancial position below.
Condensed consolidated balance sheet
At 31 December
Amounts in USD million
2024
2023
Current assets
162.4
95.2
Non-current assets
138.8
144.3
Total assets
301.2
239.5
Current liabilities
45.1
25.5
Non-current liabilities
35.2
27.2
Total liabilities
80.3
52.7
Net assets
220.9
186.8
Capital and reserves attributable to owners of the parent
196.2
166.4
Non-controlling interests
24.7
20.4
Total equity
220.9
186.8
At 31 December 2024, PetroNor had USD 79.7
million in cash and trade receivables of USD 64.0
million attributable to the oil lifting of 881,192 bbls
sold at a price of USD 72.817 during the fourth
quarter.
During 2023, PetroNor transferred its interests
in OML 113 to the joint venture via the disposal
of its shares in the entities holding the interest
in the licence. PetroNor now holds 52 per cent
in Aje Production AS which holds a 15.5 per cent
participating interest and an economic interest
in the order of 38.755 per cent in OML 113.
Consideration shares for PetroNor’s contribution
have not been issued yet and as a result, a USD 11.0
million “other receivable” remains on the balance
sheet at 31 December 2024 which will subsequently
PETRONOR E&P ASA
ANNUAL REPORT 2024
42
Board of directors’ report
be reclassi
fi
ed as an investment in associates and
will be recognised at fair value upon completion.
The PNGF Sud drilling programme continued into
2024 with one well, increasing property plant and
equipment (PP&E) assets by USD 13.6 million in the
period, net PP&E was reduced by USD 6.9 million
due to depletion costs.
Material and supplies inventories were down
overall for the year by USD 1.5 million, materials
relating to the Guinea-Bissau venture were sold
in the
fi
rst quarter of the year reducing material
inventories by USD 3.5 million. We retain a high
level of materials inventory for use in the upcoming
PNGF drilling campaign with PNGF material stock in
Congo increasing by USD 2.0 million. There was no
oil stock at the end of 2024 as a lifting had occurred
just before year end on 29 December 2024 which
resulted in an overlift position, consequently crude
oil inventories have decreased by USD 3.1 million in
2024.
As at the year end, the group had advanced USD
30.5 million (2023: USD 30.1 million) in cash to the
operator towards the asset retirement obligation of
PNGF Sud, this is considered a non-current “Other
receivable”.
The level of trade receivables increased by USD 36.7
million at year end, this was due to the PNGF oil
sales lifting of USD 64.0 million on 29 December
2024.
A new trading agreement entered during the
second quarter of 2024 allowed PetroNor to lift
and sell more oil than the entitlement interest it
had in stock at the Djeno terminal at the time of
lifting. This is known as an overlift position and will
be replenished from continuing production during
the
fi
rst half of 2025. The overlift position created
a payable of USD 35.8 million. Taxes arising on the
Guinea-Bissau transaction have now been settled
reducing tax amounts owing. Trade payables
have decreased
to USD 5.5 million (2023: USD
12.2 million) as the year end did not coincide with
additional activity from on-going drilling operations
unlike the situation at the end of 2023.
Provisions, net of the unwinding of discount, were
USD 35.2 million versus USD 27.1 million in 2023
following a reassessment.
The strong production performance from the PNGF
Sud assets have strengthened PetroNor’s balance
sheet with an increase of USD 34.1 million in net
assets as at 31 December 2024.
Funding
The Group is debt-free at the period end having
fully repaid all external debt facilities during 2024.
Cash Flow
Cash of USD 60.8 million was generated from
operations, re
fl
ecting the strong revenue
performance in the group for the year. The
on-going investment in PNGF Sud assets consumed
USD 13.1 million in cash. Financing activities
included the settlement of Guinea-Bissau residual
tax liabilities, USD 7.9 million paid in dividends
to minority interests and USD 5.5 million to clear
the
fi
nal tranche of loans and borrowings. Overall
reducing net cash in
fl
ows from operations to
USD 33.4 million. Post period cash of USD 64.0
million was received recovering the trade receivable
on the
fi
nal lifting for the year.
The group’s cash position at the end of the period
was USD 79.7 million (2023: USD 46.2 million).
Parent company results
At the presentation date of the
fi
nancial
statements, the parent entity of the group was
Norway.
The company reported a loss for the period of
USD 8.1 million (2023: USD 2.5 million). In the
prior year, the company’s
fi
nancial activities were
corporate including professional fees and fees for
the services of the board of directors.
Dividends paid or recommended
An updated dividend policy was agreed at the
AGM in May 2024, subsequently a shareholder
return of capital equivalent to 2 NOK per share was
proposed. This was approved at the EGM post year
end and paid on 31 January 2025.
RISK FACTORS
Operational risk factors
The group participates in oil and gas projects in
countries in West Africa with emerging economies,
such as the Republic of Congo (Brazzaville), Nigeria
and The Gambia.
Oil and gas exploration, development and
production activities in such emerging markets
are subject to signi
fi
cant political and economic
uncertainties that may include, but are not limited
to, the risk of war, terrorism, expropriation,
nationalisation, renegotiation or nulli
fi
cation of
existing or future licences and contracts, changes in
crude oil or natural gas pricing policies, changes in
taxation and
fi
scal policies, imposition of currency
controls and imposition of international sanctions.
Travel bans, asset freezes or other sanctions may
be imposed and have historically been imposed on
countries in which the group operates.
The jurisdictions in which the group operates may
also have less developed legal systems than more
established economies which could result in risks
such as:
i. e
ff
ective legal redress in the courts of such
jurisdictions, whether in respect of a breach of
law or regulation, or in an ownership dispute,
being more di
ffi
cult to obtain;
PETRONOR E&P ASA
ANNUAL REPORT 2024
43
Board of directors’ report
ii. a higher degree of discretion on the part of
governmental authorities;
iii.
the lack of judicial or administrative guidance on
interpreting applicable rules and regulations;
iv. inconsistencies or con
fl
icts between and within
various laws, regulations, decrees, orders, and
resolutions; or
v.
relative inexperience of the judiciary and courts
in such matters.
In certain jurisdictions, the commitment of
local business people, government o
ffi
cials and
agencies, and the judicial system to abide by legal
requirements and negotiated agreements may be
more uncertain, creating particular concerns with
respect to the company’s licences and agreements
for business. These may be susceptible to revision
or cancellation and legal redress may be uncertain
or delayed. There can be no assurance that joint
ventures, licences, licence applications or other
legal arrangements will not be adversely a
ff
ected
by the actions of government authorities or others
and the e
ff
ectiveness of and enforcement of such
arrangements in these jurisdictions cannot be
assured. The jurisdictions in which the group has
operations have a low score on the Transparency
International's Corruption Perception Index,
which implies that these countries are perceived
as jurisdictions where there is a higher risk of
corruption.
Transparency International Corruption Perceptions
Index 2024
Country
Score
Rank
Norway
81
5
Australia
77
10
United Kingdom
71
20
Cyprus
56
46
Gambia
38
96
Nigeria
26
140
Congo
23
151
The group may also target acquisitions in other
countries in Africa. The production sharing or other
licencing contracts in such jurisdictions may provide
for payments to the governments and/or national
oil companies (farm-in fees, signature bonuses,
taxes, training budgets, equipment budgets,
carry of certain expenditures, etc.). Furthermore,
the group has a number of consultants working
for it in the area. Although the group believes all
its consultancy agreements are entered into on
clear and transparent terms, there is a risk that
agents or other persons acting on behalf of the
group may engage in corrupt activities without the
knowledge of the group. Under applicable laws
relating to the group’s assets, local participation
is or may be required in the oil and gas sector,
but it may prove di
ffi
cult to always receive
fi
nal
con
fi
rmation as to who the ultimate owners and
a
ffi
liations of such local partners are. Through the
group’s investigation, it has not been possible to
substantiate ultimate ownership and a
ffi
liations
of all, current local partners in Congo. However,
the company has obtained information from the
Økokrim case
fi
le that shows potential government
a
ffi
liations within the ultimate shareholders of
the local partners in Congo. Corrupt practices of
third parties or anyone working for the group or
any of its a
ffi
liated parties, or allegations of such
practices, may have a material adverse e
ff
ect on
the reputation, performance,
fi
nancial condition,
cash
fl
ow, prospects and/or results of the group.
While the Økokrim personal investigation into
individuals associated with the company continues
without resolution, business partners may
be required to perform enhanced Know Your
Customer (KYC) procedures on PetroNor before
they can engage with the group. This may cause
delays to new operations or even stop possible
relationships depending on the risk pro
fi
les of
individual businesses.
Business risk factors
The group's business, results of operations, value
of assets, reserves, cash
fl
ows,
fi
nancial condition
and access to capital depend signi
fi
cantly upon,
and may be adversely a
ff
ected by, the level of oil
and gas prices, which are highly volatile.
The group's revenues, cash
fl
ow, reserve
estimates, pro
fi
tability and rate of growth depend
substantially on prevailing international and local
prices of oil and gas. Prices for oil and gas may
fl
uctuate substantially based on factors beyond
the group's control. Consequently, it is impossible
to accurately predict future oil and gas price
movements. Oil and gas prices are volatile and
have witnessed signi
fi
cant changes in recent years,
for many reasons, including, but not limited to,
changes in global and regional supply and demand,
geopolitical uncertainty, availability of equipment
and new technologies, weather conditions and
natural disasters, terrorism as well as global and
regional economic conditions. Sustained lower oil
and gas prices or price declines may inter alia lead
to a material decrease in the group's net production
revenues.
Currently, all of the group’s production comes from
fi
elds in the PNGF Sud asset in Congo Brazzaville.
The group’s operations and cash
fl
ow will be
restricted to a very limited number of
fi
elds.
If mechanical or technical problems, storms,
shutdowns or other events or problems a
ff
ect
the current or future production of the current
producing assets of the group, or new
fi
elds coming
into production, it may have direct and signi
fi
cant
impact on a substantial portion of the group’s
production and hence the group’s revenue, pro
fi
ts
and
fi
nancial position as a whole.
PETRONOR E&P ASA
ANNUAL REPORT 2024
44
Board of directors’ report
Rising climate change concerns have led and
could lead to additional legal and/or regulatory
measures which could result in project delays or
cancellations, a decrease in demand for fossil fuels
and additional compliance obligations, each of
which could materially and adversely impact the
group's costs and/or revenues.
In general, the group's operations are subject to
risks which are typical for the o
ff
shore oil and gas
industry, all of which may have a material adverse
e
ff
ect on the group's operations, cash
fl
ow and
fi
nancial position, relating (but not limited) to the
following:
extension of existing licences and permits,
including whether any extensions will be subject
to onerous conditions;
delays, cost in
fl
ation, potential penalties,
and regulatory requirements with respect
to exploration, development projects and
production of hydrocarbons, which may lead
to hydrocarbon production being restricted,
delayed or terminated due to a number of
internal or external factors;
decommissioning obligations and activities
which will incur costs that may be in excess of
expectations and budgets;
third-party operators and partners and con
fl
icts
within a licence group, such as the publicly
known disputes within the Aje group;
capacity constraints and cost in
fl
ation in the
service sector and lack of availability of required
services and equipment;
legal disputes and legal proceedings the group
may be involved in in order to defend or enforce
any of its rights or obligations under its licences,
agreements or otherwise, which may be costly
and time consuming;
legal charges against individuals who are related to
the company, i.e. the ongoing prosecution against
persons who are major shareholders of and related
to the company, which may lead to reputational
damage and complications related to the group's
dealing with third parties and the authorities
and its raising of debt and equity
fi
nancing;
restricted or limited access to necessary
infrastructure or capacity booking for the
transportation of oil and gas;
restrictions with respect to o
ff
take of oil and
gas, including currency exchange regulations
delaying or preventing timely settlement, o
ff
-
taker credit risks as well as hostilities or acts of
terrorism or war preventing o
ff
take or impeding
o
ff
take and further production of crude;
Lagos City, Nigeria
PETRONOR E&P ASA
ANNUAL REPORT 2024
45
Board of directors’ report
restrictions in the ability to sell or transfer
licence interests due to regulatory consent
requirements, provisions in its joint operating
agreements, including pre-emption rights, if any,
or applicable legislation;
extremely complex and stringent regulations
concerning health, safety, and environment
issues; and capsising, environmental pollution to
sea and air and other maritime disasters.
Financial risk factors
The overall risk management programme seeks
to minimise the potential adverse e
ff
ects of
unpredictable
fl
uctuations in
fi
nancial markets on
fi
nancial performance, i.e., risks associated with
currency exposures and debt servicing. Financial
instruments such as derivatives, forward contracts
and currency swaps are continuously being
evaluated for the hedging of such risk exposures.
Due to the international nature of its operations,
the group is exposed to risk arising from currency
exposure, primarily with respect to the Norwegian
Kroner (NOK) and the Central African CFA franc
(XAF) which is pegged to the Euro (EUR).
The group's activities are and will continue to
be capital intensive. The group expects future
investments into existing and new hydrocarbon
assets to be served by cash
fl
ow from ongoing
operations. However, it is also expected that
the group will look to raise debt to part-fund
future growth. Such debt may not be timely
available, or only be available at terms which are
unattractive or makes investments less pro
fi
table
than
fi
rst expected. Restrictions in raising, or the
unavailability of debt may prevent the group from
progressing as planned and may cause the group
to forego or lose attractive opportunities which in
turn could have a negative impact on the group’s
fi
nancial position and future prospects.
SHARE CAPITAL
PetroNor E&P ASA is listed on the Oslo Stock
Exchange where it trades under the ticker symbol
PNOR.
The company has one class of shares in issue,
and in accordance with the Norwegian Public
Limited Companies Act, all shares in that class
provide equal rights in the company. Each of the
shares carries one vote. The shares are freely
transferrable. The Articles of Association do not
provide for any restrictions on the transfer of
shares, or a right of
fi
rst refusal for the shares.
Share transfers are not subject to approval by
the board of directors. The shares are registered
in book-entry form with the Norwegian
Central Securities Depository (VPS) and have
NO0012942525.
At 28 March 2025, the company had 6,891
shareholders and 142,356,855 shares. The table
below shows the 20 largest shareholders in the
company:
#
Shareholder
Number of shares
Per cent
1
Petromal LLC
1
48,148,167
33.82%
2
Symero Limited
14,226,364
9.99%
3
Ambolt Invest AS
2
8,758,329
6.15%
4
Sjøvollen AS
5,979,072
4.20%
5
Gulshagen III AS
3
4,500,000
3.16%
6
Gulshagen IV AS
4,500,000
3.16%
7
Nordnet Bank AB
3,222,079
2.26%
8
Nordnet Livsforsikring AS
3,208,438
2.25%
9
Interactive Brokers LLC
1,001,872
0.70%
10
Morgan Stanley & Co. Int. Plc.
842,381
0.59%
11
Omar Al-Qattan
764,546
0.54%
12
Leena Al-Qattan
764,546
0.54%
13
UBS Switzerland AG
734,620
0.52%
14
Enga Invest AS
700,000
0.49%
15
Danske Bank A/S
624,377
0.44%
16
Saxo Bank A/S
545,653
0.38%
17
Marine AS
545,000
0.38%
18
Avanza Bank AB, Meglerkonto
533,696
0.37%
19
BNP Paribas Financial Markets
475,103
0.33%
20
Jon Sigurdsen
437,137
0.31%
Subtotal
100,511,380
70.61%
Others
41,845,475
29.39%
Total
142,356,855
100.00%
1
All of the shares held by Petromal LLC are recorded in the name of nominee company, Clearstream Banking S.A. on behalf of
Petromal LLC. PetroNor chair of the board, Mr. Joseph Iskander is Chief Executive O
ffi
cer of Emirates International Investment
Company, sister company to Petromal LLC.
2
Ambolt Invest AS is a company controlled by board member Mr. Norman-Hansen.
3
Gulshagen III AS is a company controlled by Sjøvollen AS.
PETRONOR E&P ASA
ANNUAL REPORT 2024
46
Board of directors’ report
Options
Unissued shares under option
At the date of the publishing of this report there
were no share options in the company.
No ordinary shares were issued on the exercise of
options in 2024 (2023: nil).
Interests in shares & options
At the date of this report:
Board member, Jarle Norman-Hansen holds
directly and through an indirect bene
fi
cial
interest 8,973,389 shares. No other current
directors hold shares or options.
CEO, Jens Pace holds 146,553 shares.
Meetings of directors
The board of PetroNor E&P ASA held a total of
16 board meetings and one extraordinary meeting
in 2024.
Indemnifying directors and o
ffi
cers
The group has taken out an insurance policy to
indemnify the directors and o
ffi
cers of the group
against liability when acting for the group.
ESG
PetroNor is required to report on its corporate
responsibility and selected related issues under
§2-3 and §2-4 of the Norwegian Accounting Act.
The detailed reporting on all relevant topics can be
found in the separate ESG report, which is included
in this annual report on pages 53-78.
CORPORATE GOVERNANCE
Good corporate governance supports long-term
value creation for shareholders, employees, and
stakeholders. PetroNor's board has established
governance principles to clarify roles between the
board, executive management, and shareholders,
based on the Norwegian Code of Practice for
Corporate Governance.
PetroNor E&P ASA is subject to annual corporate
governance reporting requirements under
section 2-9 of the Norwegian Accounting Act and
the Norwegian Code of Practice for Corporate
Governance, cf. section 7 on the continuing
obligations of stock exchange listed companies.
The Accounting Act may be found (in Norwegian) at
www.lovdata.no
. The Norwegian Code of Practice
for Corporate Governance, which was last revised
on 14 October 2021, may be found at
www.nues.
no
. The group’s Code of Conduct is available on
the company’s website. The annual statement on
corporate governance for 2024 has been approved
by the board and can be found on pages 28-32 in
this annual report.
RESEARCH AND DEVELOPMENT
The group made no investments in research and
development in 2024 or 2023.
PAYMENTS TO GOVERNMENTS
This country-by-country report has been developed
to comply with the legal requirements in the
Norwegian Security Trading Act ("Verdipapir-
handelloven") § 5-5a. The detailed regulation can
be found in the regulation "Forskrift om land-for-
land rapportering".
In 2024, the company was engaged in extracting
activities encompassed by the legislation above in
the following countries: Republic of Congo and The
Gambia. This report discloses relevant payments
to governments for extractive activities in the
countries above, in addition to some contextual
information as required by the regulation in the
"Forskrift om land- for-land rapportering".
Basis for preparation
The report includes direct payments to
governments from subsidiaries, joint operations,
and joint ventures. In some cases, however, certain
payments to governments may be made by an
operator on behalf of a partnership. This is often
the case for area fees. In such cases, the company
will report their paying interest share of the
payment made by the operator.
De
fi
nitions
Government
– In the context of this report, a
government means any national, regional, or local
authority of a country. It includes a department,
agency or undertaking controlled by that authority.
Project
– For this reporting, a project is de
fi
ned as
an investment in a concession agreement.
Licence fees
– Typically levied on the right to use
a geographical area for exploration, development,
and production, and include rental fees, area
fees, entry fees, severance tax, concession fees
and other considerations for licences and/or
concessions. Administrative government fees that
are not speci
fi
cally related to the extractive sector,
or to access extractive resources, are excluded.
Materiality
– As per the “Forskrift om land-for-land
rapportering”, payments made as a single payment,
or as a series of connected payments that equal or
exceed Norwegian Kroner (NOK) 800,000 during
the year are disclosed.
Reporting currency
– Payments to governments
are converted from the functional currency of each
legal entity into the presentation currency, United
States Dollars (USD). The payments for entities
whose functional currencies are other than USD are
converted into USD at the foreign exchange rate at
the average annual rate.
PETRONOR E&P ASA
ANNUAL REPORT 2024
47
Board of directors’ report
Payments to governments and contextual
information
The consolidated overview below discloses the sum
of the company's payments to governments in each
individual country where extractive activities are
performed, per country/project.
Payments per project
In USD thousand
Royalties
Oil tax
Other amounts
Total
PNGF Sud
24,442
39,976
422
64,840
Total Congo
24,442
39,976
422
64,840
A4
Nil
Nil
952
952
Total The Gambia
Nil
Nil
952
952
“Other amounts” include payroll, payments under licence obligations, and other local taxes.
Legal entities by country
As per the "Forskrift om land-for-land rapportering"
it is required that the company report on certain
contextual information at a corporate level. This
includes information on localisation of subsidiary,
employees per subsidiary, and interests paid or
payable to other legal entities within the group.
Active legal corporate structure of the group during 2024 is set out below:
Main country of
operations
Number of
employees
Interest paid or payable
to a group entity
/USD thousand
Norway
PetroNor E&P ASA
Norway
-
16
PetroNor E&P Services AS
Norway
3
-
Hemla Africa Holding AS
Norway
-
10
Australia
PetroNor E&P Pty Ltd
Australia
-
12
Cyprus
PetroNor E&P Ltd
Cyprus
-
10
Republic of Congo
Hemla E&P Congo SA
Republic of Congo
3
-
United Kingdom
PetroNor E&P Services Ltd
United Kingdom
5
-
Cayman Islands
African Petroleum Corporation Ltd
Cayman Islands
-
-
Petroleum E&P Gambia Ltd
The Gambia
3
-
Sweden
PetroNor E&P AB
Guinea-Bissau
-
-
1
Average number of employees’ during the year excluding directors.
SIGNIFICANT EVENTS AFTER THE BALANCE
DATE
An interim balance sheet as of 9 December 2024
was approved at an EGM held on 23 January
2025. This enabled the approval of a shareholder
distribution equivalent to NOK 2 per share that
was
fi
nally paid out on 31 January 2025. USD 25.6
million of cash was used to payout this distribution.
The year-end trade receivable balance of USD 64.0
million was converted into cash in January 2025
after payment of the signi
fi
cant sales overlifting
of oil on 29 December 2024. In e
ff
ect, monetising
a large proportion of the company’s entitlement
oil from anticipated H1 2025 production in Congo
within the
fi
rst few weeks of the calendar year.
On 2 April 2025, PetroNor advised that it had been
noti
fi
ed by the DoJ that they have closed their
investigation into the Company.
LIKELY DEVELOPMENTS AND EXPECTED
RESULTS
The operator’s plan for well in
fi
ll drilling program
on PNGF Sud has been updated, shifting focus with
fi
ve wells now planned on Tchibouela East in 2025
to boost production in this
fi
eld.
PETRONOR E&P ASA
ANNUAL REPORT 2024
48
Board of directors’ report
The next lifting of entitlement oil is not expected
until H2 2025, with H1 2025 production
fi
rst
replenishing the oil stock position after the overlift
in December 2024.
The company awaits the results of the Atum-1X
well in Guinea-Bissau spudded early September,
after the 100 per cent farm-out to Apus Energia
Guiné-Bissau SA in 2023. The new operator has
not yet announced the results. A successful well
would increase the likelihood of the next contingent
consideration payment of USD 30 million, (paid on
government approval of a
fi
eld development plan)
and could have a positive impact on the outlook for
other regional exploration interests.
DECLARATION BY THE BOARD OF
DIRECTORS AND CEO
We hereby con
fi
rm that, to the best of our
knowledge, the consolidated annual
fi
nancial
statements for 1 January to 31 December 2024
have been prepared in accordance with applicable
accounting standards and that the information in
the
fi
nancial statements give a true and fair view of
the assets, liabilities,
fi
nancial position and pro
fi
t or
loss of the company. We con
fi
rm that the
fi
nancial
statements give an accurate and fair view of the
development, pro
fi
t, and position of the company,
as well as a description of the principal risks and
uncertainties it is facing.
Oslo, Norway, 28 April 2025
The board of directors and CEO – PetroNor ASA
Joseph Iskander
Andri Georghiou
Jarle Norman-Hansen
Jens Pace
Chair
Director
Director
CEO
The board wishes to thank the sta
ff
, consultants, services providers and shareholders
for their continued commitment to the company.
PETRONOR E&P ASA
ANNUAL REPORT 2024
49
Board of directors’ report
PETRONOR E&P ASA
ANNUAL REPORT 2024
50
Board of directors’ report
PETRONOR E&P ASA
ANNUAL REPORT 2024
51
ESG report
Sustainability
UN Sustainabilty Development Goals
.........................................................
53
Sustainability report 2024
............................................................................
54
General information
.......................................................................................
55
Environmental information
.........................................................................
64
Social information
..........................................................................................
70
Governance information
...............................................................................
74
Transparency Act Statement
.........................................................................
76
PETRONOR E&P ASA
ANNUAL REPORT 2024
52
ESG report
UN Sustainable
Development Goals
PetroNor has aligned with United Nations Sustainability Development Goals (SDGs) to
contribute to global sustainable development e
ff
orts.
As a responsible business, we support each of the SDG, and all SDGs are important to
us through our values and our way of working.
PetroNor has identi
fi
ed four key SDGs where we have the most potential to in
fl
uence
and add value.
SDG 3
Good health and
well-being
Our aim is zero
accidents and a safe
work environment
across all operations.
We actively seek to
improve and address
concerns from
employees and third
parties. In 2024, the
company
fi
nalised a
water well-digging
project in Congo.
SDG 7
A
ff
ordable and
clean energy
Recognising natural
gas as a crucial energy
transition fuel in
Africa, PetroNor are
working to realise
a redevelopment
project supplying local
markets with natural
gas.
SDG 8
Decent work and
economic growth
PetroNor is proud
to prioritise local
employment and
promote ethical and
fair wages principles
at all our sites. This
positively contributes
to decent work and
economic growth
wherever we operate.
SDG 16
Peace, justice, and
strong institutions
PetroNor has
established robust
policies to emphasise
the importance of
ethical practices. We
monitor con
fl
icts or
social instability near
our operations, and
we remain committed
to peace and justice.
PETRONOR E&P ASA
ANNUAL REPORT 2024
53
ESG report
Sustainability report 2024
Comments from the Group Financial Controller
2024 marked a sustainability milestone as we are disclosing our
fi
rst climate account.
In 2024, PetroNor has continued to improve on
its sustainability e
ff
orts, both on its own merits to
participate in the transition towards cleaner fuels
as well as towards CSRD compliance within the next
couple of years.
This has implied giving strong support to the
operator of our main asset in the Republic of Congo
in their e
ff
orts to operate the
fi
elds in an ESG-
prudent manner. Further, we progress the Aje gas
fi
eld re-development to provide cleaner fuel for
Nigeria and surrounding countries.
With regards to mandatory EU sustainability
reporting rules, we continue to strengthen our e
ff
orts
toward CSRD compliance. These e
ff
orts include
emissions reporting for the
fi
rst time, undertaking a
climate-risk assessment following the guidelines of
the TCFD, as well as conducting a double materiality
assessment. These initiatives re
fl
ect our ambition of
aligning with evolving regulatory expectations.
Chris Butler
Group
fi
nancial controller
Performance highlights 2024
Comprehensive GHG
emissions reporting
Completed PetroNor’s
fi
rst extensive GHG emissions reporting in
alignment with the GHG Protocol, ensuring accurate
fi
eld data for
Scope 1 and Scope 2 emissions. Internal e
ff
orts also focused on
establishing a robust baseline for future reporting.
Double materiality
assessment
Successfully conducted a double materiality process, adhering
to the European Sustainability Reporting Standards (ESRS)
requirements and following the European Financial Reporting
Advisory Group’s (EFRAG) recommendations.
Climate-risk
assessment (TCFD)
Carried out a climate-risk analysis aligned with the Task Force on
Climate-related Financial Disclosures (TCFD) framework to identify
and address climate-related risks and opportunities.
PETRONOR E&P ASA
ANNUAL REPORT 2024
54
ESG report
General information
About the report
This is PetroNor E&P’s 2024 Sustainability Report. We have used the European
Sustainability Reporting Standards (ESRS) to guide our reporting, starting to approach
the new EU sustainability reporting requirements applicable to the company from
the
fi
scal year 2027. PetroNor has a proactive stance towards future sustainability
compliance.
The scope of the sustainability report is the same as
for the
fi
nancial statements, with an additional focus
on reporting material topics within our value chain.
The report covers the
fi
scal year from 1 January
2024 to 31 December 2024. The environmental,
social and governance (ESG) sections of PetroNor’s
sustainability report cover the sustainability topics
which we consider to have material impacts, risks,
and opportunities.
The ESRS index in this report provides an overview
of the disclosures made according to ESRS.
We
have also included a chapter for other reporting
requirements. The sustainability reporting has not
been externally assured. The EU adoption of the
“stop-the-clock” directive in April 2025 will delay the
obligation for limited assurance in sustainability
reporting until FY 2027.
PetroNor annually publishes a sustainability report.
Any questions related to this report, or the
sustainability work can be directed to:
ir@petronorep.com.
PETRONOR E&P ASA
ANNUAL REPORT 2024
55
ESG report
ESRS-INDEX
(ESRS 2 IRO-2)
The ESRS index provides readers with guidance
on how PetroNor has applied the European
Sustainability Reporting Standards (ESRS). The index
points to where the information can be found in:
SR:
PetroNor E&P Sustainability Report 2024
CHAPTER
STANDARD
DISCLOSURE
REQUIREMENT
PAGE
GENERAL INFORMATION
About the report
ESRS 2
BP-1, BP-2, IRO-2
SR 55, 56
Sustainability governance
ESRS 2
GOV-1, GOV-3, GOV-4
SR 57
Sustainable strategy and business model
ESRS 2
SBM-1
SR 59
Stakeholder engagement 2024
ESRS 2
SBM-2
SR 60, 61
Materiality assessment 2024
ESRS 2
SBM-3, IRO-1, GOV-2
SR 62
Impact, risk and opportunity management
ESRS 2
MDR-P
SR 63
ENVIRONMENTAL INFORMATION
Climate change
Policies
ESRS E1
E1-2
SR 65, 66
Action and resources
ESRS E1
E1-3
SR 65, 66
Targets
ESRS E1
E1-4
SR 65, 66
Metrics
ESRS E1
E1-4, E1-9
SR 66
Pollution
Policies
ESRS E2
E2-1
SR 65
Action and resources
ESRS E2
E2-2
SR 65
Targets
ESRS E2
E2-3
SR 65
Metrics
ESRS E2
E2-6
SR 65
SOCIAL INFORMATION
Own workforce
Policies
ESRS S1
S1-1
SR 70
Processes
ESRS S1
S1-2
SR 70
Action and resources
ESRS S1
S1-4
SR 70
Metrics
ESRS S1
S1-7, S1-8, S1-9, S1-10, S1-14,
S1-15, S1-16, S1-17
SR 71, 72
Workers in the value chain
Policies
ESRS S2
S2-1
SR 72
Processes
ESRS S2
S2-2, S2-3
SR 72, 73
Action and resources
ESRS S2
S2-4
SR 73
GOVERNANCE INFORMATION
Business conduct
Policies and corporate culture
ESRS G1
G1-1
SR 74
Suppliers
ESRS G1
G1-2
SR 75
Corruption and bribery
ESRS G1
G1-3
SR 75
Metrics
ESRS G1
G1-4
SR 75
PETRONOR E&P ASA
ANNUAL REPORT 2024
56
ESG report
SUSTAINABILITY GOVERNANCE
PetroNor recognises the importance of sound
sustainability governance to identify and manage
risks associated with environmental, social and
governance factors. Further, the governance
structure ensures that we adhere to laws
and regulations, and demonstrates how our
commitment builds trust towards our stakeholders.
Governing bodies
(ESRS GOV-1)
The board of directors and the CEO are responsible
for the day-to-day management of the company,
which includes responsibility for sustainability
matters of material importance. PetroNor has
organised the responsibility for sustainability under
the
fi
nance function, ensuring that our objectives
are aligned and integrated.
Additionally, PetroNor has used external consultants
to aid the development and implementation of the
company’s sustainability e
ff
orts.
>> Corporate governance on page 28
>> Board of directors and management on page 34
The composition and diversity of the board of
directors and management
A diverse group of decision-makers re
fl
ects
PetroNor’s commitment to approach its work with
a nuanced and multi-layered perspective.
The board of
directors gender
diversity ratio
33%
One female
and two males
Independent
board members
ratio
66%
Two independent and
one non-independent
The management
gender diversity
ratio
0%
Zero females and
three males
(at year-end 2024)
Integration of sustainability-related
performance in incentive schemes
(ESRS 1 GOV-3)
The remuneration performance criteria do not
cover sustainability goals, but it will be considered
whether such criteria should be incorporated.
>> Guidelines for remuneration of senior executives
can be found within the annual remuneration
reports on PetroNor’s website
Statement on due diligence
(ESRS 1 GOV-4)
Due diligence is the process through which
PetroNor identi
fi
es, mitigates, and takes
responsibility for actual and potential adverse
impacts on the environment and people related to
its operations.
PetroNor is dedicated to implementing due
diligence in alignment with the principles outlined
in the UN Guiding Principles on Business and
Human Rights, as well as the OECD Guidelines for
Responsible Business Conduct, in compliance with
the Norwegian Transparency Act.
In 2024, PetroNor revisited its previous risk
assessments and conducted a risk management
evaluation following the ISO 31000 standard. As
in prior periods, risk assessments have had key
employees with experience in procurement and
the value chain actively involved in due diligence
assessments. Fewer people were involved in the
working group for this year's evaluation. The
evaluation focused on
fi
ve distinct categories and
their corresponding activities:
Exploration
Appraisal
Development
Production
Abandonment
No adverse potential and actual consequences
were identi
fi
ed during the due diligence
assessment.
PETRONOR E&P ASA
ANNUAL REPORT 2024
57
ESG report
PetroNor’s approach to due diligence
Embed responsible
business conduct
into policies and
management systems
Code of Conduct
Know Your Supplier Policy
Anti-Bribery & Corruption Policy
Anti-Money Laundering Policy
Sanctions Policy
Health, Safety, and
Environment Policy
Remediation
of negative impacts as
far as possible
1
Identify and assess adverse impacts
in operations, supply chains and
business relationships
2
Cease, prevent or mitigate
adverse impacts
3
Track
implementation
and results
4
Communicate
how impacts are
addressed
5
6
PETRONOR E&P ASA
ANNUAL REPORT 2024
58
ESG report
The activities related to PetroNor’s due diligence work are presented in the table below.
CORE ELEMENTS OF
DUE DILIGENCE
PARAGRAPHS IN THE
SUSTAINABILITY STATEMENT
a)
Embedding due
diligence in governance,
strategy, and business
model
ESRS 2 GOV-2 Sustainability matters addressed page 62
ESRS 2 SBM-3 Material topics and how PetroNor understands them page 62
b)
Engaging with a
ff
ected
stakeholders in all
key steps of the due
diligence
ESRS 2 GOV-2 Sustainability matters addressed page 62
ESRS 2 SBM-2 Stakeholder engagement in 2024 page 61
ESRS 2 IRO-1 PetroNor’s materiality process page 62
ESRS 2 MDR-P Embedding sustainability in our policies and processes page 63
S1-2 Engaging with own workers and workers’ representatives page 70
S2-2 Engaging with value chain workers page 72
c)
Identifying and
assessing adverse
impacts
ESRS 2 IRO-1 PetroNor’s materiality process page 62
ESRS 2 SBM-3 Material topics and how PetroNor understands them page 62
G1-1 Whistleblower programme page 74
ESRS 2 MDR-P Whistleblower policy page 63
d)
Taking actions to
address those adverse
impacts
ESRS E1-3 Actions and resources (climate change) page 62
ESRS E2-2 Actions and resources (pollution) page 65
ESRS S1-4 Taking actions (own workforce) page 70
ESRS S2-4 Taking actions (value chain workers) page 73
ESRS G1-1 Corporate governance page 74
e)
Tracking the
e
ff
ectiveness of
these e
ff
orts and
communicating
ESRS G1-1 Corporate governance page 74
STRATEGY, BUSINESS MODEL AND VALUE CHAIN
(ESRS 2 SBM-1)
PetroNor recognises the importance of
sustainability in shaping its strategic direction,
business model, and value chain activities. While
sustainability is not formally integrated into
these areas, related issues and concerns are
regularly identi
fi
ed, raised, and discussed within
the organisation. This ongoing dialogue ensures
that sustainability considerations are informally
embedded in decision-making processes to
address any sustainability-related challenges in its
operations and long-term planning.
This is how PetroNor de
fi
nes the value chain:
Exploration
Acquisition of an
interest in a licence
from a government
or another oil
& gas company
moving from pre-
drilling activities
such as seismic to
fi
nally drilling of an
exploration well.
Appraisal
Further drilling
activities and/or
seismic to con
fi
rm
the size of a discovery.
Development
Activities such as
drilling production
wells to install
facilities to enable
production of
hydrocarbons from
the reservoir.
Production
The period from
fi
rst oil or gas to
drain the reservoir
in an e
ffi
cient and
economic manner.
Abandonment
When production is
no longer economic,
all wells need to
be plugged and
abandoned and
facilities removed or
remediated.
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STAKEHOLDER ENGAGEMENT
(ESRS 2 SBM-2)
PetroNor aims for continuous, active and open
dialogue with the company’s stakeholders and
regularly seeks external views on its operations.
PetroNor follows the business environment
actively and engages with relevant stakeholder
groups. While not directly involved in the
workshops on double materiality, the perspectives
and sustainability focus areas for all relevant
stakeholders were taken into the account
when identifying and prioritising the di
ff
erent
sustainability topics as de
fi
ned by the ESRS.
PetroNor’s key stakeholders
PetroNor’s key
stakeholders
Employees and
management
Suppliers
Nature
(silent stakeholder)
Customers
Licence
partners
Financial
institutions
Government/
regulators
Shareholders/
investors
Euronext
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WHY WE ENGAGE
HOW WE ENGAGE
KEY TOPICS OF INTEREST IN 2024
HOW WE RESPONDED
Shareholders/investors
We engage to provide the public
with accurate, comprehensive,
and timely information, to form a
good basis for making decisions
related to valuation and trade of the
PetroNor share.
Stock exchange and press releases
Company presentations in
connection with quarterly
reporting
Present at energy conferences
Hold 1-to-1 meetings
Update website
Production level
Project updates
Financial status
Shareholders’ return
Frequency in reporting
Growth of business
Provide detailed disclosures
and commentary on business
outlook and
fi
nancial
performance
Announce dividend policy
Continue quarterly reporting
Customers
O
ff
-take customers are core to our
business and it is critical to our
success to be acknowledged as
reliable and trustworthy.
Meetings and email
correspondence
Product volumes, pricing and
schedule
Direct discussions trying to
accommodate both customer
and PetroNor’s needs
General communication with
regards to our current sold oil
volumes
Suppliers
We expect our suppliers to deliver
on their promises while living up
to internationally recognised best
practices.
Meetings and email
correspondence
Request for Proposal (RFP)
Future business needs
Quality of current services and
products
Regular update meetings
Give feedback of RFPs
Strict use of procedure in the
Know Your Supplier policy
Euronext
We engage with Euronext to uphold
transparent and e
ffi
cient market
operations contributing to a reliable
platform.
Respond on initiatives from
Euronext
Transparency
ESG
New regulations
Update Governance procedures
Feedback on ESG e
ff
orts
Adopt and apply new regulations
Financial institutions
We collaborate with
fi
nancial
institutions to secure funding,
manage
fi
nancial transactions, and
maintain strong
fi
nancial stability,
ensuring sustained growth and
stability for PNOR.
Direct contact
Frequent meetings
Contact via brokers
Make cash available for
shareholder distributions
Available equity
Pledging
Financing of acquisition and
development opportunities
E
ffi
ciency in day-to-day banking
services
KYC
Regular status updates in
meetings or by email
Provide detailed feedback on
questions
Employees & management
We depend on our employees, their
knowledge, engagement, and great
diversity to successfully deliver our
strategy.
Open communication (frequent
virtual and face to face meetings)
Coaching
Company strategy and way
forward
Governance
Bribery & corruption risk
Coaching
Code of Conduct and all
relevant policies translated and
presented in French
Government/regulators
We engage with governments
and regulatory bodies to ensure
compliance with laws, regulations,
and ethical standards, contributing
to a transparent and responsible
business environment.
Seek early dialogue and
communication
Travel for face-to-face meetings
License terms
Capability to execute
(operationally and
fi
nancially)
Constructive discussions
Timely and orderly feedback on
progress and improvements
Licence partners
License meetings
Informal meetings
Travel for face-to-face meetings
Operational updates
ESG
Financial status
Constructive feedback
Receive ESG-reporting from
operator of license
Nature (silent stakeholder)
Recognising the environmental
context of the oil and gas industry,
we consider nature as a silent
stakeholder, striving to minimise
environmental impact within the
parameters of our operations.
Entertain discussions with
fi
eld
operators
Conducting climate risk
assessment following the TCFD
guidelines
Emissions and spills
Environmental studies
Request information from
license operators
Undertake Environmental
&
Social Impact Assessment for
Aje development in Nigeria
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MATERIAL IMPACTS, RISKS, AND
OPPORTUNITIES
(ESRS 2 GOV-2, ESRS 2 SBM-3, ESRS 2 IRO-1)
Building upon the foundation from previous
sustainability reports, PetroNor has conducted
a double materiality assessment to ensure
consideration of all ESG topics laid out in in the
ESRS.
The assessment was carried out in accordance with
the European Financial Reporting Advisory Group
(EFRAG) framework and focused on identifying and
prioritising material topics through a structured,
multi-step process.
The analysis centred on PetroNor’s activities in
the Republic of Congo, as these operations are the
most impactful within its portfolio. The process
involved a high degree of top-level management
participation, supplemented by insights from
various stakeholders, including employees,
competitors, and global sustainability trends. This
broad engagement helped ensure the legitimacy
and relevance of the identi
fi
ed material topics.
The materiality process was conducted in three
main steps:
1.
Understanding the Context
PetroNor began by mapping its activities,
business model, and value chain to de
fi
ne
the scope of the analysis. This included
identifying stakeholders and reviewing the
year’s stakeholder dialogue, de
fi
ning the time
horizon, and analysing global megatrends to
understand the broader context in
fl
uencing
sustainability.
2.
Identifying Impacts, Risks, and Opportunities
(IRO)
Through qualitative methods, the team
collected relevant documentation and data
and conducted workshops to identify both
positive and negative, actual and potential
IROs. The process leveraged the European
Sustainability Reporting Standards (ESRS)
framework to structure discussions and
identify material topics along the value chain.
3.
Assessing and determining IROs
The identi
fi
ed impacts were then evaluated
quantitatively by customising a scoring
methodology and setting threshold values.
This step determined the impact and
fi
nancial
materiality of each topic, consolidating the
results into a clear prioritisation of material
topics.
While the materiality analysis concentrated on
key topics and did not explore sub-topics in
detail, these sub-topics served as a framework
for workshop discussions. This
fi
rst assessment
underscores PetroNor’s commitment to embedding
sustainability into its operations and aligns with
evolving regulatory and stakeholder expectations.
Material topics and how PetroNor
understands them
Climate change:
Mitigating climate change
by reducing greenhouse gas emissions and
adapting to climate change.
Pollution:
Protecting fresh air and preventing
ambient air pollution by mitigating emissions to
air.
Own workforce:
Safe work environment,
developing, recruiting, and retaining employees
and build an inclusive and diverse working
environment.
Workers in the value chain:
Understanding
and managing social impacts along the value
chain.
Business conduct:
Honouring responsible
business conduct and promoting accountability
by maintaining proper policies and practices,
with zero-tolerance to bribery and corruption.
Non-material topics and why
Water and marine resources:
Will be
important in the next phase of redeveloping
the Aje
fi
eld in Nigeria, where PetroNor will be
responsible in provision of technical assistance.
Biodiversity and ecosystems:
Will be
important in the next phase of redeveloping
the Aje
fi
eld in Nigeria, whereas there will be
o
ff
shore and onshore development activities.
Circular economy:
Resource extraction will only
become a circular activity when carbon capture
and storage technologies are further enhanced
and readily available.
A
ff
ected communities:
PetroNor is always
keen on positively contributing to its a
ff
ected
communities. Through careful collaboration with
the operator, local communities in the Republic
of Congo bene
fi
t from several community
engagements. PetroNor does does not itself
directly impact and as such the topic has been
deemed not material.
Consumers and end-users:
PetroNor sell their
products business to business, and consumers
and end-users are thus involved at a later stage
in the product life cycle.
PetroNor did not identify any entity-speci
fi
c topics
in the double materiality assessment.
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EMBEDDING SUSTAINABILITY IN POLICIES
AND PROCESSES
(ESRS 2 MDR-P)
PetroNor’s board of directors are responsible for
establishing the corporate governance framework
of the company. The company has implemented
corporate values, ethical guidelines, and policies
for corporate social responsibility, which are
delineated in PetroNor’s Code of Conduct, with
more detailed information available in speci
fi
c
policies available online.
The company provide the following governance
documentation, available in both English and
French, on the company website:
Code of Conduct
Anti-Bribery & Corruption Policy
Anti-Money Laundering Policy
Sanctions Policy
Know Your Supplier Policy
Health, Safety & Environmental Policy
Where applicable, the standards and policies
have been developed based on internationally
recognised initiatives such as UN’s Global
Compact’s principles, OECD Guidelines for
Multinational Enterprises, ILO conventions and the
United Nations Convention against Corruption.
Both the board of directors and management
aspire to achieve controlled and pro
fi
table
development, fostering long-term growth through
well-founded governance principles and e
ff
ective
risk management. The board places signi
fi
cant
emphasis on identifying optimal operational
procedures to realise the objectives outlined
in these corporate governance guidelines and
principles.
Design for planned
upgrade to the Brikama
Health Centre neonatal
unit, The Gambia.
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Environmental information
PetroNor operates in an emission-intensive sector, and as such places a strong
emphasis on mitigating harmful emissions by adapting our ways of workings where it
is feasible and suitable. The company has identi
fi
ed pollution and climate change as
key environmental concerns.
Perenco is our operator in the Republic of Congo.
Perenco is a private oil & gas company
producing around 500,000 boepd gross
worldwide,
whereof approx. 30,000 boepd
in the licence PetroNor holds 16.83% working
interest. Perenco’s e
ff
orts on the ESG are
reported in extensive annual sustainability
reports. In the last published report (2023) they
stated (among other things) the following:
Tchendo – part of Gas-to-Power projects
within Perenco portfolio, allowing
valorisation of 8 million standard cubic feet
per day.
A Central African Oil Spill centre also
covering Congo operations – this is
in addition to local oil spill response
equipment. Perenco is also member of OSRL
(Oil Spill Response Ltd), an intervention
company that provides worldwide coverage.
Implemented a minimum base for
healthcare provision – to ensure employees
and their families are treated fairly and
protected.
Fostering open dialogue with stakeholders
– in accordance with OECD guidelines
Perenco executes CSR programs. To ensure
success, Perenco encourage their partners,
and others, to participate alongside Perenco.
These statements have relevance to PetroNor
and its assets in the Republic of Congo.
PetroNor has a strong co-operation with the
Perenco organisation based in Pointe-Noire.
We are both supportive and demanding
with regards to ESG-issues in our interaction
with them. PetroNor are of the opinion that
Perenco has ESG high on the agenda in all their
proposals and execution for
fi
eld development
and operations. One example in the Tchendo
platform which will materially improve the
environmental footprint. Additionally in
their day-to-day operations PetroNor believe
Perenco hold a very high standard and are
open to proposals for improvements from
smaller partners.
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CLIMATE CHANGE AND POLLUTION
PetroNor is active in oil and gas exploration and
production. The main risks for climate change are
combustion gases containing CO
2
arising from the
fi
elds of operations. Further, methane leakage in
the production process could also add signi
fi
cant
adverse e
ff
ects on the climate. With regards to
pollution, the risk of oil spills is always present,
although extremely low, in oil and gas exploration
and production. Spills of toxic chemicals could also
pose an extra pollution risk.
PetroNor’s most material activity in 2024, that was
directly linked to climate change and pollution, was
the oil and gas production in the Republic of Congo.
PetroNor is partner in these licences, whereas
Perenco is the operator. PetroNor is exercising
its in
fl
uence on climate change and pollution
through active participation in the o
ffi
cial decision
bodies of the licences, as well as having informal
communication and dialogue.
MATERIALITY MANAGEMENT
Policies for climate change
(ESRS E1-2, E2-1)
The company has included environmental
considerations into the Code of Conduct, and the
HSE policy.
>> Integrating sustainability into our policies and
processes, page 63
PRIORITIES AND PERFORMANCE 2024
Actions and resources aligned with climate
change and pollution policies
(E1-3, E2-2)
PetroNor allocates resources to implement actions
aligned with its climate change and pollution
policies. This includes carrying out environmental
impact assessments (EIAs), establishing and
monitoring environmental management plans,
and developing contingency plans to swiftly
mitigate potential damage. Currently, PetroNor
together with its partners in OML 113 in Nigeria are
undertaking an Environmental and Social Impact
Assessment (ESIA) as a pre-condition for the future
development of the Aje
fi
eld.
Carrying out EIAs prior to all major activities is
one way PetroNor seeks to minimise any adverse
impact on the environment. The company
communicates the results to all government
agencies and other relevant stakeholders.
To the company’s knowledge, no breaches of the
environmental regulations governing the group’s
exploration and production licences have been
identi
fi
ed in 2024.
The company is aware of its environmental
responsibilities related to exploration activities and
diligently ensures compliance with environmental
regulations during all exploration work.
CARBON ACCOUNTING
Methodology for carbon accounting
(E1-6)
PetroNor follows the GHG Protocol to account for
greenhouse gas (GHG) emissions. Our methodology
ensures accuracy, transparency, and consistency
while addressing data challenges. It supports
regulatory alignment, risk management, and
strategic decision-making.
1. Scope and boundaries
Scope 1: Direct emissions from owned or
controlled assets, following the equity share
approach to re
fl
ect operational investments.
Scope 2: Indirect emissions from purchased
electricity, calculated using location- and market-
based methods.
Scope 3: Excluded due to data unavailability and
non-mandatory reporting.
2. Data collection
Operational data is gathered by PetroNor’s CTO
and business partner Perenco. Utility providers
supply electricity data, with estimations used
when direct data is unavailable. Data gaps exist in
certain regions, and e
ff
orts are ongoing to improve
collection and accuracy.
3. Calculation methodology
Emission factors are applied to activity data based
on international standards (DEFRA, IEA, etc.). Key
considerations include:
Variability in emission factors due to regional
fuel composition.
Data gaps and estimation methods for certain
locations.
Continuous review and improvement of data
quality.
4. Reporting & conclusion
We remain committed to transparency and
continuous improvement in our GHG reporting
and will through periodic reviews attempt to
enhance data accuracy. By applying the equity
share approach, we have ensured that the reported
emissions accurately re
fl
ect our operational impact
and sustainability e
ff
orts. The climate account for
the FY24 will serve as a baseline for future emission
reporting.
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THE WAY FORWARD
In 2024, PetroNor took signi
fi
cant steps toward
climate accountability. Building upon the good
momentum, in 2025, PetroNor will focus on
improving the collection, accuracy, and quality of
data related to its climate accounting. Additionally,
the company is committed to reducing
fl
are gas
emissions as part of the industry’s broader goal
to minimise greenhouse gas emissions. PetroNor
remains dedicated to re
fi
ning its processes and
aligning with evolving sustainability standards.
Statement on
fi
nancial climate-related risks and
opportunities
Financial markets need clear, comprehensive,
high-quality information on the impacts of climate
change. This includes the risks and opportunities
presented by rising temperatures, climate-related
policies, and emerging technologies in a changing
world. The Financial Stability Board (FSB) created
the Task Force on Climate-Related Financial
Disclosures (TCFD) to improve and increase
reporting of climate-related
fi
nancial information.
The TCFD framework is structured around four
thematic areas that represent core elements of
how organisations operate:
Governance
Strategy
Risk management
Metrics and targets
Moreover, the framework contains three main
categories:
Risks related to the physical impacts of climate
change
Risks related to the transition to a low carbon
economy
Climate-related opportunities
The TCFD has also incorporated
fi
nancial
impact as an integral part of the disclosure
recommendations.
This is the
fi
rst year PetroNor E&P has prepared
climate risk disclosures in line with the
recommendations set out by the TCFD.
GOVERNANCE
Board oversight of climate-related risks and
opportunities
The board of directors and the CEO are responsible
for the day-to-day management of the company,
including sustainability matters. PetroNor E&P
has organised sustainability responsibilities jointly
under the
fi
nance and business development
functions to ensure alignment and integration of
objectives. External consultants have been engaged
to support the development and implementation of
the company’s sustainability e
ff
orts.
Flaring is the main source of
Greenhouse gas emissions
Flaring
80%
Non-
Flaring
20%
Key GHG and energy metrics
GHG emissions and energy metrics
Unit
2024
Oil produced
MMboe
1.981
Direct GHG emissions (Scope 1)
tons CO
2
e
79,380
Indirect GHG emissions (Scope 2 Location based)
tons CO
2
e
4.4
Indirect GHG emissions (Scope 2 Market based)
tons CO
2
e
4.2
GHG emissions (Scope 1 + Scope 2 Marked based)
tons CO
2
e
79,384
GHG emissions (Scope 1 + Scope 2 Location based)
tons CO
2
e
79,385
GHG intensity – Scope 1 & 2 (emissions per boe
1
)
kg CO
2
e per boe
40.07
GHG emissions excl.
fl
aring
tons CO
2
e
16,149
GHG emissions from
fl
aring
tons CO
2
e
63,235
Energy production equvivalent
1
MWh
3,415,975
1
Factor estimate from oil and gas sales volumes:
https://www.norskpetroleum.no/en/calculator/about-energy-calculator
/
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Management’s role in assessing and managing
climate-related risks and opportunities
PetroNor E&P conducts due diligence to identify,
prevent, reduce, and take responsibility for
managing actual and potential adverse impacts
on the environment and people associated with
its operations. This aligns with PetroNor E&P’s
commitment to the UN Guiding Principles for
Business and Human Rights and OECD Guidelines
for Responsible Business Conduct, as well as the
Norwegian Transparency Act. In 2023, PetroNor
E&P undertook a risk management evaluation
based on ISO 31000 standards, involving key
employees knowledgeable about their value chain
and procurement processes. The examination
covered all
fi
ve main parts of the value chain:
exploration, appraisal, development, production,
and abandonment, with no adverse potential
or actual consequences identi
fi
ed during the
assessment.
Governance documentation and framework
PetroNor E&P’s board of directors has established
and are regularly updating the corporate
governance framework, which includes corporate
values, ethical guidelines, and policies outlined
in the Code of Conduct. Detailed information
is available on the company website regarding
policies such as Anti-Bribery & Corruption, Anti-
Money Laundering, Sanctions, Know Your Supplier,
and HSE. These standards and policies are
developed based on internationally recognised
initiatives such as the UN Global Compact’s
principles, OECD Guidelines for Multinational
Enterprises, ILO conventions, and the United
Nations Convention against Corruption. Both
the board and management prioritise controlled
and pro
fi
table development by emphasising
sound governance principles and e
ff
ective risk
management to achieve long-term growth.
STRATEGY
Time horizons
PetroNor E&P has de
fi
ned the following time
horizons for the risk assessment:
Short term < 2 years
Medium term 2 – 5 years
Long term > 5 years
Every identi
fi
ed risk has been linked to one- or
several-time frames.
Scenario analysis
As part of standard practice under the TCFD
framework, PetroNor has assessed climate-related
Preserving paradise
[PF1]
PETRONOR TOGETHER WITH ITS OPERATOR
CONTRIBUTES TO BIODIVERSITY
Through the PGNF Sud joint venture, led by
operator Perenco, PetroNor supports a biodiversity
conservation initiative in the Conkouati-
Douli National Park, Republic of Congo. This
500,000-hectare Ramsar Site and UNESCO World
Heritage area is a vital intersection of coastal,
marine, and forest habitats.
In partnership with Project Noé, a public
nature organisation, the initiative focuses on
conserving biodiversity, protecting marine
areas, and rehabilitating water infrastructure. To
date, over 21 water wells have been restored,
directly bene
fi
ting local communities. By
engaging with local stakeholders, the project
fosters ecological preservation and promotes
sustainable coexistence between people and
nature, highlighting PetroNor’s dedication to
environmental stewardship.
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risks within the two categories: transition and
physical risks. The identi
fi
cation process drew
upon the three climate scenarios depicting global
conditions in the year 2100, with di
ff
erent types of
risks associated with the di
ff
erent scenarios.
Scenario 1: Low-emission society
Scenario 1 depicts a society in which global
warming has stabilised at 1.5 degrees. This scenario
represents high transitional risks, concretised
through strict and extensive regulatory and
reputational pressure, but low physical risks.
Scenario 2: Slow adaptation
Scenario 2 depicts a society in which attempts
to stagnate global warming have failed, and the
temperature increase has reached 2 degrees.
This scenario represents medium transitional and
physical risks.
Scenario 3: Climate disaster
Scenario 3 depicts a society in which global
warming has surpassed 3 degrees. This scenario
represents considerable physical risks as e
ff
orts to
stagnate global temperature rise have totally failed.
Consequently, this scenario is associated with low
transitional risk.
Integration of sustainability matters into the
overall strategy
PetroNor E&P have conducted their
fi
rst double
materiality assessment in 2024 to identify material
sustainability matters by evaluating impacts, risks
and opportunities. The strategy will be updated to
integrate sustainability matters. This work will also
strengthen the overall risk management process of
the company.
ASSESSMENT OF CLIMATE RELATED RISKS
The following table summarises all the
climate related risks considered signi
fi
cant
for PetroNor E&P in the reporting year. The
potential environmental impact and potential
fi
nancial impact are described. Further, the main
mitigating strategies to either prepare for the
risks or capitalising on relevant opportunities are
addressed. All risks are assigned a time frame.
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Description
of risk
Potential impact
Potential
fi
nancial impact
Mitigation strategy
Time
frame
Acute
Power outages
Climate change and temperature
increases may lead to increased
frequency of wind and storms.
Cases of trees falling on lines,
water ingress, and lightning
strikes may a
ff
ect the likelihood
and frequency of power outages.
Lost sales due to downtime.
Power for the main operations are
supplied from own on-site sources
and thus not exposed to climate
changes. Onshore sites have
separate and independent back-up
power sources, normally a diesel-
powered generator.
S/M/L
Chronic
Rising sea levels
Sea levels may rise due to
expanding ocean volumes from
temperature increases and from
melting glaciers and ice sheets.
Increased cost related to
relocation.
Aje platforms are planned to be
fl
oating, and timeframe for the
Congo platforms are shorter than for
the risk to really materialise.
L
Policy &
legal
Higher carbon
pricing
Higher GHG pricing levels pose
regulatory and legal challenges,
along with uncertainty about
transitioning to a low-carbon
economy.
Increased operational costs, legal
liabilities, asset devaluation, and
reduced pro
fi
tability.
Monitoring discussions in each
jurisdiction. Consider the potential of
increased
fi
scal burden when making
investment decisions.
M
Enhanced
emissions
reporting
obligations
Increased administrative burden,
and heightened scrutiny from
regulators and stakeholders
regarding environmental
performance.
Additional expenses for data
collection, monitoring, and
reporting systems, face
fi
nes for
non-compliance, and experience
potential investor and consumer
backlash.
Establish:
- routines for data gathering
- adequate organisational structure
- external support
- early dialogue with operators in
non-operated assets.
M
Restrictions on
emissions levels
Operational constraints, and
technological challenges.
Increased compliance costs; the
need for investment in emissions
control technologies and other
emission reduction measures,
potential asset write-downs,
and reduced pro
fi
tability due to
restrictions on emissions levels.
Monitoring discussions is each
jurisdiction. Discuss early with
operators in non-operated licenses
Establish ESG-philosophy and
guidelines in the planning of
development activities and
associated decision.
M
GHG pricing
Emissions tax or other forms of
GHG pricing in African countries.
Increased operational costs,
reduced pro
fi
t margins, investment
uncertainty, higher regulatory
compliance costs, diminished
market competitiveness, and
potential challenges in accessing
capital.
Set-up working group to monitor
regulatory changes and emerging
obligations.
M
Technology
Development
of solutions/
projects that
have lower
emissions
Might necessitate signi
fi
cant
investment and technological
adjustments, potentially causing
operational disruptions or delays.
Could enhance environmental
pro
fi
le and mitigate long-term
fi
nancial risks associated with
emissions regulations. The
upfront costs and implementation
challenges may strain short-term
fi
nancial performance.
Establish a philosophy/strategy for
emission reduction in all project
stages.
Conduct a cost-bene
fi
t analysis.
Establish partnerships and
collaborations.
L
The
replacement
of current
products and
services with
alternatives
that have lower
emissions
The replacement of current
products and services with
alternatives that have lower
emissions.
Upfront capital expenditures for
technology deployment, ongoing
maintenance costs, potential
project delays or setbacks, and
uncertain returns on investment.
In each budget process, discuss with
operators and partners looking at
cost/bene
fi
ts and the expectations
of future legislation in each
jurisdiction.
L
Market
Change in
customer
preferences
Shifts in demand towards cleaner
energy sources, impacting the
market for traditional fossil fuels
and potentially reducing its
attractiveness.
Reduced revenue from declining
demand for fossil fuels, decreased
asset values, potential write-downs
of reserves, and the need to invest
in alternative energy sources
to align with evolving customer
preferences.
Evaluate future likely
fl
uctuations
in the pricing of fossile energy.
Evaluate long-term hedging for
downside protection of value.
Establish a balanced portfolio of oil
and natural gas, whereas natural gas
is recognised as a transition energy.
Evaluate the possibility for net-zero
operations.
Evaluate changes to asset portfolio.
L
Increased cost
of raw materials
Increased production and/or
development costs.
Lowered returns and value.
Establish long-term frame
agreements with suppliers, possibly
with a
fi
xed price.
Evaluate to hedge commodity prices.
M/L
Reputational
Stigmatisation
of industry
Reputational damage, public
scrutiny, and increased pressure
on companies to demonstrate
environmental responsibility.
Reduced market value, di
ffi
culties
in attracting investors, higher
borrowing costs, and potential loss
of social license to operate due to
reputational risks associated with
high energy usage and emissions.
Establish targets for improvement
on GHG-emissions. Be transparent
about a clear strategy and plan on
how to lower emissions in the long
term
M/L
Rising
stakeholder
unease or
unfavorable
stakeholder
reactions
Increased scrutiny, protests, and
activism against E&P companies,
leading to reputational damage,
regulatory challenges, and
operational disruptions.
Decreased investor con
fi
dence,
heightened regulatory scrutiny,
unwillingness for banks to provide
services and/or debt, increased
insurance premiums, and project
delays or cancellations impacting
fi
nancial performance and
shareholder value.
M/L
Physical
Transitional
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Social information
This chapter focuses on PetroNor’s own workforce and workers within the value chain.
These key speci
fi
c topics were identi
fi
ed as social material in 2024 and are aligned with
the ESRS topics.
Own workforce
The employees are key drivers to the company’s
success. An emphasis is put upon building a
safe and secure culture of equal treatment and
opportunities.
MATERIALITY MANAGEMENT
Employee engagement and processes for
collaboration
(ESRS SBM 2, S1-2)
PetroNor values its employees’ opinions, and
the company fosters this dialogue through direct
interactions with its employees on a daily basis.
Stimulating a culture of transparency, the company
puts a constant focus on encouraging dialogue
and discussions between employees to make sure
everyone feels comfortable voicing their opinions.
Employees and consultants with PetroNor work
at several locations and not all have a
fi
rm o
ffi
ce
address for their work. This allows employees to
work independently and to a large extent plan their
workdays as best
fi
tted for each employee and
consultant. To mitigate the disadvantages of such
a working situation, the management encourages
and organises frequent virtual meetings as well as
physical social events.
Engaging with the employees and their
representatives stands at the core of PetroNor’s
dedication to transparency and inclusivity. Our
way of working fosters an open dialogue, inviting
employees to actively engage in decision-making
processes that a
ff
ect them. Through collective
endeavours, the company aims to establish an
environment where every voice is acknowledged.
Integrating social matters into the strategy
and business model
(ESRS2 SBM-3)
PetroNor is working towards formally incorporating
social matters into its strategy and business model
by fostering an ongoing dialogue about social
sustainability within the organisation. Insights
from the 2024 double materiality assessment have
enhanced awareness of key social issues, which
are now informally considered in decision-making
processes. By engaging with stakeholders and
prioritising these matters in operational discussions
the company ensures that material social impacts,
risks and opportunities are in
fl
uencing its long-
term planning and value creation.
Policies related to own workforce
(ESRS S1-1)
PetroNor’s Code of Conduct, and its supplemental
theme speci
fi
c codes, underscore the commitment
to maintaining a working environment with equal
opportunities, irrespective of various factors. It
emphasises the company’s diversity instructions
and integration of equality concepts into human
resources policies, and the zero-tolerance
approach to harassment. PetroNor values each
team member, fostering an atmosphere of positive
energy, equality, and professionalism. The Code of
Conduct is provided in both English and French and
is readily accessible online. It places responsibility
on line managers to ensure fair and equitable
treatment, preventing discrimination in selection,
evaluation, and promotion processes.
PetroNor has a comprehensive Health, Safety,
and Environmental (HSE) policy in order to
communicate the company’s expectations and
guidelines on the matter.
>> Sustainability integrated into our policies and
processes on page 63
Processes to remediate negative impacts and
channels for employees to raise concerns
(ESRS
S1-3)
Mitigating negative impacts and establishing
ways for employees to voice their concerns are
fundamental aspects of PetroNor’s corporate social
responsibility. The company encourages employees
to share their perspectives or raise issues or report
any wrongdoing. The independent disclosure
service, IntegrityLog, is available for safe reporting.
>> Whistleblower mechanisms on page 74
PRIORITIES AND PERFORMANCE 2024
Internal reporting about inconsistencies to
the policies
(ESRS S1-4)
PetroNor wants employees and others to report
inconsistencies of its policies through internal
dialogue and recurrent meetings, in addition to
the formal whistleblowing channel. By creating an
environment where transparency and integrity are
paramount, the company encourages all employees
and others to report on inconsistencies.
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Characteristics of employees in PetroNor
(ESRS S1-7)
Our employees form the backbone of our
organisation, and recognising their diverse skills
and attributes is crucial. We value the unique
qualities that everyone brings to the team, creating
a dynamic and inclusive workforce.
Gender
Africa
Australia
Europe
Total
Permanent
F
2
0
3
5
Permanent
M
5
0
5
10
Total
7
0
8
15
Position contractor
F
0
1
2
3
Position contractor
M
0
1
2
3
Total
0
2
4
6
Gender
Age group
Africa
Australia
Europe
Total
Female
Under 30
0
0
0
0
30-50
2
0
2
4
Over 50
0
0
1
1
Total
2
0
3
5
Male
Under 30
0
0
0
0
30-50
3
0
2
5
Over 50
2
0
3
5
Total
5
0
5
10
Grand total
7
0
8
15
(numbers are based on average months served)
As a small company PetroNor does not track
turnover.
Collective bargaining and social dialogue
(ESRS
S1-8)
Recognising the value of collaboration between
management and employee representatives,
the company places a priority on establishing a
platform for employees to actively contribute to
decision-making processes related to workers’
compensation and well-being. PetroNor fully
endorses the right of workers to freedom of
association and collective bargaining, as outlined
in the International Labour Organisation’s Core
Convention.
Diversity metrics
(ESRS S1-9)
PetroNor aims to prioritise local employment
at operational sites whenever feasible. The
organisation assesses gender representation
across various hierarchical levels, fostering a
commitment to maintaining an inclusive and
professional working environment.
Proportion of local employees in West Africa:
2024
Sta
ff
47%
Board
Nil
Proportion of women
2024
Sta
ff
34%
Executive management team
Nil
Board
59%
Adequate salaries
(ESRS S1-10)
PetroNor is committed to ensuring fair and adequate
salaries for all its employees, re
fl
ecting a fundamental
principle outlined in the company’s Code of Conduct.
The company upholds the International Labour
Organisation’s standards and national laws to
guarantee that employees receive salaries meeting or
exceeding minimum legal requirements.
Health and safety metrics
(ESRS S1-14)
The company prioritises responsible management
practices to ensure the well-being of all individuals.
To measure and enhance its health and safety
performance, PetroNor has established key
principles guided by the HSE Policy:
Risk-informed decision-making: PetroNor
emphasises a fact-based approach to HSE risk
management, utilising available information
systematically to make informed decisions.
Compliance and best practices: The company
ensures compliance with applicable laws and
regulations, setting a standard that goes beyond
minimum requirements by providing guidance
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on HSE issues and implementing best practices
where governing laws may be absent.
Personnel awareness and evaluation: PetroNor
expects all personnel, including employees and
contractors, to actively manage HSE risks within
their areas of responsibility. HSE performance
objectives are considered in evaluations,
rewards, and recognition processes.
Incident reporting and prevention: PetroNor
encourages a culture of reporting unsafe
practices and instances, promptly stopping
unsafe work. The company follows up on
feedback from employees, contributing to
the identi
fi
cation of preventive measures and
ensuring continuous improvement.
Collaboration and audits: PetroNor fosters
collaboration across functions and stakeholders
to achieve e
ffi
cient HSE performance. Regular
audits of the HSE management system are
conducted to ensure ongoing e
ff
ectiveness and
compliance.
These actions support a culture of safety across all
levels of the organisation.
The Group’s operations have been conducted by the
operators on behalf of the licence partners and the
operator of PNGF Sud is reporting regularly on all
key HSE indicators. No restricted work cases (RWC)
nor medical treatment cases (MTC) were reported
in 2024.
There have been no lost time incidents or
recordable incidents on PNGF Sud during 2024
despite high o
ff
shore activities. The Lost Time
Incident Frequency and Total Recordable Incident
Frequencies are both at zero. One medical
treatment was recorded in January 2024. The
last lost time incident was in 2021. Several HSE
initiatives were implemented.
Operations in Nigeria related to
fi
eld development
has been limited to reprocessing seismic data,
undertaking an Environmental and Social Impact
Assessment, and securing land area near the West
Africa Gas Pipeline compressor station for the
planned LPG and gas plant. There have been no
recordable incidents recorded in conjunction with
the OML 113 operations.
Work-life balance metrics
(ESRS S1-15)
PetroNor aims to facilitate work-life balance for its
employees. All employees have the opportunity for
fl
exibility in their workday to the extent possible
given the nature of the work. For employees
who require adjustments in certain situations to
perform their jobs, PetroNor as an employer aims
to contribute to this.
While there are no restrictions on remote working,
PetroNor, as a widely dispersed organisation
spanning multiple geographical locations, actively
promotes the regular conduct of both scheduled
and impromptu virtual meetings. This proactive
approach ensures that all employees remain
well-informed and seamlessly integrated into the
company’s operational dynamics. The company
encourage employees to embrace autonomy
and take ownership of their tasks, entrusting
them with the necessary responsibilities to work
independently.
The company recognises the importance of
supporting our employees in achieving harmony
between their professional and personal lives,
contributing to their overall satisfaction and
productivity. All PetroNor employees can and are
encouraged to take parental leave.
Incidents, complaints, and severe human
rights impacts
(ESRS S1-17)
The company has a zero-tolerance approach
to slavery and child labour in any part of the
organisation and supply chains. PetroNor’s
customers, contractors, subcontractors and
suppliers shall not engage in or use child labour.
Applicable national laws shall be complied with,
and only workers who meet the minimum legal age
requirement shall be employed.
In 2024, there were no cases identi
fi
ed in the
company nor in its supply chains that were in
violation with human rights.
Workers in the value chain
As part of PetroNor’s gradual transition to CSRD
reporting, the focus extends beyond internal
operations to include workers in the value chain.
This section is about PetroNor’s approach to
engaging and implementing measures to manage
material matters for workers in the value chain.
MATERIALITY MANAGEMENT
Policies related to value chain workers
(ESRS S2-1)
PetroNor has published on its website, both
in English and in French, the company’s
comprehensive policy for workers in the value
chain, covered in the Know Your Supplier policy.
This policy outlines the company’s unwavering
commitment to upholding the rights, welfare and
dignity of all workers involved. The policy is in line
with international standards, local regulations and
the company’s core values, and promotes a work
environment that prioritises fairness, inclusion and
ethical treatment of all employees throughout the
value chain.
Processes for engaging with workers in the
value chain
(ESRS S2-2)
PetroNor is steadfast in upholding the principles
outlined by international bodies such as the
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United Nations (UN) and the International Labour
Organisation (ILO) concerning working conditions
and associated rights. With a particular emphasis
on the unique challenges posed by o
ff
shore oil
and gas rigs, PetroNor ensures that its workforce
experiences optimal conditions and is granted
the fundamental rights enshrined in these global
standards. From fair compensation to health
and safety measures, PetroNor is committed to
providing a work environment that aligns with
international norms, acknowledging the specialised
nature of o
ff
shore operations.
The company requires all potential suppliers to be
screened according to the company’s Know Your
Supplier policy.
>> Read more about our due diligence in PetroNor’s
Transparency Act Statement on page 76
Processes for remediating negative impacts
with workers in the value chain
(ESRS S2-3)
In the unfortunate event of negative impacts on
workers within the value chain, PetroNor has
established e
ff
ective processes for remediation
through the whistleblowing channel in IntegrityLog,
being readily available on the company website.
This involves prompt investigation, thorough
documentation, and collaboration with relevant
stakeholders to address and rectify any adverse
impacts on workers, ensuring a swift and fair
resolution.
PRIORITIES AND PERFORMANCE 2024
Identifying risks and de
fi
ning actions through
the Transparency Act
(ESRS S2-4)
PetroNor is committed to the protection of
internationally recognised human rights and fair
and ethical work practices, including the Norwegian
Transparency Act.
PetroNor rea
ffi
rmed in 2024 its commitment to
respecting human rights and ensuring decent
working conditions by revisiting and strengthening
its due diligence processes. A dedicated working
group updated the company’s risk matrix related to
sustainability, incorporating insights from evolving
megatrends and assessing the e
ff
ectiveness of
implemented risk mitigation measures. These
e
ff
orts build on the comprehensive due diligence
conducted in 2023, aligned with the OECD
Guidelines for Multinational Enterprises, to address
potential risks and uphold PetroNor’s responsibility
toward ethical business practices. PetroNor
consistently adopts a risk-based approach when
evaluating new investment opportunities and
making acquisitions of material goods or services.
Supplier prequali
fi
cation aligns with the Know Your
Supplier policy and primarily involves scrutiny
through Re
fi
nitiv’s World Check One platform. Any
PetroNor representative is obligated to promptly
report any concerns or suspicions.
There are certain risks associated with limited
in
fl
uence in operations where PetroNor functions
as a non-operating partner. In The Republic of
Congo, the company serves as a non-operating
partner for the licences, and the licence operator
holds control over the value chain when
procuring goods and raw materials on behalf
of the partnership. It becomes the operator’s
responsibility to proactively prevent and address
any adverse impacts.
To address this, PetroNor has increased its
communicative e
ff
orts vis-à-vis partners and
suppliers by providing all the company’s policies
in both French and English, readily available on
a dedicated page on the company website. This
ensures clear expectation-setting on behalf of
PetroNor’s engagement with suppliers.
THE WAY FORWARD
PetroNor is continuously advancing social
sustainability by focusing on its material topics -
both the workers across its value chain and its own
workforce. The company will continue to enhance
its practices to ensure fair labour conditions,
promote safety, and support the well-being of
employees and contractors. Fostering an inclusive
and respectful work environment continues to
be a priority. The company will continue to work
with value chain partners to uphold high social
standards throughout its operations.
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ESG report
Governance information
PetroNor is exposed to di
ff
erent cultures and labour conditions, which can pose
potential risks. The company is committed to responsible business conduct across
its operations and throughout the value chain. This commitment involves fostering
accountability through our policies and practices, having zero tolerance to fraud
and corruption, upholding a culture of respect, honesty and fairness, and actively
contributing to transparency.
MATERIALITY MANAGEMENT
The role of the administrative, management,
and supervisory bodies
(ESRS 2 GOV-1)
The board of directors has a supervisory
role in all ESG matters, including responsible
business conduct and prevention and detection
of corruption and bribery. The management
is responsible for the day-to-day corporate
management and performance.
Business conduct policies and corporate
culture
(ESRS G1-1)
PetroNor emphasises high moral and legal
standards in its operations, through the Code of
Conduct, Anti-Bribery & Corruption, Anti-Money
Laundering and Sanction policies.
All employees in PetroNor have signed the Code
of Conduct which was introduced in relation to
the listing of the company on Euronext. All new
employees are also obliged to sign the company’s
Code of Conduct.
>> Embedding sustainability in policies and
processes (ESRS 2 MDR-P) on page 63
Whistleblowing
(ESRS G1-1)
PetroNor promotes openness and transparency
through its whistleblowing mechanism. The secure
online whistleblowing software, IntegrityLog,
provides a safe and anonymous platform for
reporting of potential ethical violations and
misconduct. The whistleblowing channel can be
found on PetroNor’s website under the governance
page.
In the event of a reported case, the independent
disclosure service of IntegrityLog promptly
contacts the relevant individual within the company
to initiate the necessary procedures. Additionally,
if a disclosure is directly made to a management
representative or a board member, the recipient
is obligated to diligently follow the agreed-upon
procedures for addressing the disclosure.
All current and former PetroNor representatives,
in addition to external parties, who have concerns
about any aspect of the company’s business are
encouraged to raise them and to disclose any
information which relates to improper, unethical,
or illegal conduct with regards to the activities of
the company. Whistleblowers shall not su
ff
er any
detrimental treatment, neither from the company
nor colleagues, as a result of raising a genuine
concern.
Every PetroNor representative has a right and
an obligation to raise their concerns about our
business including matters such as, but not limited
to:
Conditions that may pose a risk to life or health
Potential breaches of law
Discrimination or harassment at the workplace
Breach of ethical norms and internal guidelines
No whistleblowing reports were received in 2024.
PRIORITIES AND PERFORMANCE 2024
100 per cent
of PetroNor’s employees have
signed the Code of Conduct
Strengthening transparency to reduce
corruption risks
(ESRS G1-3)
PetroNor has o
ffi
cially been registered as a
supporting entity with the Extractive Industries
Transparency Initiative (EITI) since 2020.
PetroNor
supports the EITI in its objective to make the
EITI Principles and the EITI requirements the
internationally accepted standard for transparency
in the oil, gas and mining sectors, recognising
that strengthened transparency of natural
resource revenues can reduce corruption, and the
revenue from extractive industries can transform
economies, reduce poverty, and raise the living
standards of entire populations in resource-rich
countries.
Through a public declaration of support, PetroNor
contributes to the establishment of the EITI
Principles and Standards as the global transparency
benchmarks for the oil, gas, and mining sectors.
The company diligently discloses project-level taxes
and payments in non-EITI implementing countries,
transparently addressing any encountered barriers.
Furthermore, PetroNor meets the requirement
of
fi
nancial transparency in the publication of the
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ESG report
company’s audited
fi
nancial statements or key
items, aligning with the EITI Standard. With regards
to anti-corruption measures, the company engages
in rigorous due diligence processes, complemented
by the publication of PetroNor’s Anti-Bribery &
Corruption policy. Additionally, PetroNor supports
gender diversity, publishing gender-disaggregated
employment reporting under the EITI Standard.
Among the countries where PetroNor has oil
and gas operations, the Republic of Congo and
Nigeria, have pledged adherence to the EITI
standards. Additionally, Norway and the UK stand
as signatories to this global initiative.
The countries are evaluated on their progress in
meeting EITI Standard requirements through an
assessment process. Nigeria and the Republic of
Congo are reporting a score of “Moderate”.
Country
Current
status
Last
validation
Republic of Congo
Moderate
2023
Nigeria
Moderate
2023
Prevention and detection of corruption and
bribery
(ESRS G1-3)
PetroNor has a zero-tolerance to bribery and
corruption. The company complies with all
applicable anti-corruption laws and regulations.
PetroNor representatives must not accept, make,
seek, or o
ff
er bribes or monetary advantages of
any kind. The company has established a gift and
hospitality register to ensure compliance with the
Anti-Bribery & Corruption policy.
Incidents of corruption and bribery (ESRS G1-4)
During 2024, no cases of corruption or bribery have
been identi
fi
ed in the group, its supply chains, or its
business relations.
THE WAY FORWARD
PetroNor will in the year ahead, be positioned
to intensify its commitment to transparency,
governance, and ethical practices. Our focus will
be on ensuring the e
ff
ectiveness of IntegrityLog
as our whistleblowing mechanism, and regularly
enhancing our procedures to address potential
ethical violations.
Building on the zero-tolerance approach to bribery
and corruption, PetroNor will continue to enhance
its risk management and due diligence processes in
2025. This entails the exploration of incorporating
safeguards of human and labour rights into
contracts, in addition to continuing to inform and
emphasise the company’s ethical standards when
engaging with stakeholders in the value chain.
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Transparency Act Statement
The Transparency Act requires companies to respect fundamental human rights
and decent working conditions in connection with the production of goods and the
provision of services to ensure that the public have access to information regarding
how enterprises address adverse impacts on fundamental human rights and decent
working conditions.
The act imposes three main obligations on
companies:
a duty to carry out due diligence in accordance
with the OECD Guidelines for Multinational
Enterprises on Responsible Business Conduct
(hereafter OECD guidelines),
a duty to account for due diligence and
a duty to answer information requests
PetroNor E&P ASA (“PetroNor”, the “Company”)
is committed to the protection of internationally
recognised human rights and to fair and ethical
labour practices. The company complies with all
applicable laws and regulations, including the
Norwegian Transparency Act (“the Transparency
Act”).
This statement is prepared in accordance with
the Transparency Act and summarises PetroNor’s
governance, policies, and procedures regarding
the protection of human rights and decent working
conditions. It also outlines the risks identi
fi
ed
through due diligence assessments and measures
to mitigate these risks.
ABOUT PETRONOR
PetroNor is an Africa-focused independent oil
and gas exploration and production company
listed on Oslo Stock Exchange. PetroNor holds
exploration and production assets o
ff
shore West
Africa, speci
fi
cally the PNGF Sud licences in Congo
Brazzaville, the A4 licence in The Gambia and
OML 113 in Nigeria. The company’s headquarters
is located in Norway, with country o
ffi
ces in the
Republic of Congo, The Gambia, United Kingdom
and Cyprus. During 2024, the company counted 20
permanent fulltime employees and 8 contractors
that had served in the company.
PetroNor’s area of focus is on Africa and, more
speci
fi
cally, proven and producing assets in
the region with development and IOR potential.
PetroNor is present in the region with 2P reserves
at year end 2024 of 16.0 MMbbls and an average
net production for 2024 of 4,814 bopd.
Commitment to human rights and decent
working conditions
PetroNor is dedicated to upholding high moral and
legal standards throughout its operations.
The company emphasises the obligation of its
management, employees, agents, and associates
to adhere to the utmost ethical business practices
in their interactions with customers, suppliers,
shareholders, colleagues, and the broader public.
To ful
fi
l this commitment, PetroNor pledges to
conduct all business activities in alignment with the
Code of Conduct and the following principles:
Business transactions will be conducted fairly
and courteously, with due consideration given to
local customs and practices where applicable.
The company will execute its business in
accordance with its policies regarding health,
safety, and environmental protection.
PetroNor will strive to ensure that its activities
exert a positive impact on consumers,
employees, communities, stakeholders, and all
other members of the public.
GOVERNANCE OF HUMAN RIGHTS AND
DECENT WORKING CONDITIONS
Responsibilities
The board of directors oversees ESG matters,
including human rights, working conditions, and
Transparency Act compliance. The executive
management oversees overall risk management,
ESG issues, and ensuring compliance with laws and
regulations.
Policies and governing documents
PetroNor has developed policies to prevent
violations of human rights, indecent working
conditions, damage to the environment, and
involvement with corruption. The policies
also cover data protection and whistleblower
mechanisms.
All the relevant policies are described in the
Code of Conduct (“CoC”), the Health, Safety and
Environmental Policy (“HSE-policy”), the Anti
Bribery and Corruption policy (“ABC-policy”), the
Anti Money Laundering Policy, and the Know Your
Supplier policy (“KYS-policy”).
As PetroNor also operates in countries with French
as the o
ffi
cial language, all these policies have
been translated into French, in addition to the
English versions, and are readily available on the
company website in both languages. The policies
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ESG report
are approved by the board of directors and apply
to all PetroNor representatives. All employees at
PetroNor have signed the company’s CoC. The
company also requires that all business partners,
joint venture associates, and suppliers adhere to
the principles outlined in the policies.
The CoC is not formally incorporated into the
procurement process. For larger contracts,
suppliers are required to either present their own
CoC and ABC-policy demonstrating equivalent
standards to that of the company, or they will be
obliged to sign the PetroNor CoC. The complete
integration of CoC into agreements for small
contracts is still pending.
Whistleblowing
PetroNor promotes transparency and openness
through its whistleblowing channel. The secure
online whistleblowing software, IntegrityLog
provided by Euronext, facilitates safe and
anonymous reporting of potential ethical violations
and wrongdoing. The whistleblowing channel is
publicly available on PetroNor’s website under the
governance page.
In case of a reported incident, IntegrityLog’s
independent disclosure service promptly contacts
the relevant individual within the company to
initiate necessary procedures. Moreover, if a
disclosure is directly made to a management
representative or board member, the recipient
is obliged to diligently follow the agreed-upon
procedures for addressing the disclosure.
The company actively encourages all
representatives to raise concerns about any aspect
of its business. Notably, no whistleblowing reports
were received in 2024.
DUE DILLIGENCE WITH RESPECT TO
HUMAN RIGHTS AND DECENT WORKING
CONDITIONS
PetroNor conducted a supervised workshop
in January 2025 with the stated aim being to
re-evaluate and update the company’s risk
assessment in accordance with the obligations
under the Transparency Act. The assessment was
based on the ISO Standard 31000, in addition
to the due diligence framework in the OECD
guidelines. The evaluations were enhanced by
incorporating perspectives from recognised global
risk assessments and insights from employees.
During the assessment, PetroNor focused
mainly on examining the risks associated with its
operators and opted to assess these risks from a
broader strategic perspective. The evaluation of
the value chain centred around
fi
ve categories and
their associated activities: exploration, appraisal,
development, production, and abandonment.
Notably, no occurring adverse incidents were
discovered during the due diligence assessment.
In the previous risk assessment conducted in 2024,
PetroNor identi
fi
ed three key risk areas, primarily
within the exploration and development phases. In
the latest assessment, two of these risks remain
unchanged from last year, maintaining the same
risk levels (detailed below). However, the risk
associated with construction work, yard activities,
and drilling has been removed due to delays in
the Aje project and will thus not materialise until
the project activities increase. Additionally, the
company has opted to exclude risks related to the
procurement of goods and services, such as IT
solutions and legal advisory, due to their minimal
impact in terms of size and scale compared to other
risks.
1.
Health and safety considerations for
employees
Securing the health and safety of its employees
remains a signi
fi
cant consideration for PetroNor
in the countries where it operates exploration
and production assets. In these locations, safety
concerns are linked to the security levels within
o
ffi
ce buildings and transportation, a
ff
ecting both
local sta
ff
and employees commuting from Europe.
PetroNor has proactively established procedures
and a comprehensive safety policy for all traveling
employees to mitigate potential risks. Despite these
measures, the company recognises the risk of
human rights violations and compromised working
conditions, characterising the likelihood as present
but low.
2.
GDPR risks associated with physical
document storage
While PetroNor considers the risk to be low overall,
it acknowledges that the challenges associated with
physical document storage are more pronounced
in certain geographical areas, such as in the African
locations. The use of physical storage, as opposed
to a secure digital database, can pose risks, such
as a potential reduction in oversight and increased
di
ffi
culty in responding promptly to data requests
as per the obligations under the GDPR.
3. Extreme weather disruptions
Extreme weather disruptions are recognised as a
global threat, and PetroNor is not immune to its
potential impacts. For instance, even in regions
with generally benign waters, such as o
ff
the
western coast of Africa, changes to the weather
systems poses potential risks to health and safety
for operators which could cause disruptions in the
supply chain. PetroNor emphasises the need to
address the associated risks ensuring the resilience
of operations and supply chains in the face of
unpredictable weather conditions. The company
assesses the risk of extreme weather disruptions to
be at a low level.
4.
Social unrest and con
fl
icts
From the workshop, PetroNor assessed potential
risks associated with social unrest and con
fl
icts,
particularly in its operations in the Republic of
PETRONOR E&P ASA
ANNUAL REPORT 2024
77
ESG report
Congo and Nigeria. The company recognises that
such unrest has the potential to lead to violations
of human rights and decent working conditions for
suppliers. In regions marked by social and political
instability, there is a heightened risk of disruptions
that may impact the safety and well-being of
individuals involved in the supply chain. The
company assesses that while not very likely, should
the risk materialise, it would have considerable
consequences, and as such considers the risk to be
at a medium level.
MITIGATING MEASURES
Based on the updated risk assessment, PetroNor
has not identi
fi
ed actual negative impacts on
fundamental human rights and decent working
conditions linked to its operations, the value chain
and its business partners.
PetroNor takes a proactive approach to the
updated risk assessment, with emphasis on
preventing negative impacts on fundamental
human rights and decent working conditions in
its operations, the value chain, and with business
partners.
In line with this commitment to the risk
management process, the company has
implemented a series of key initiatives:
Supplier and business partner risk
assessment:
Establish an overarching risk assessment for
suppliers and business partners.
Map risks across countries, products, and raw
materials in the entire value chain.
Emphasise in-depth evaluations based on their
risk pro
fi
les.
Explore the possibility of contracts with new
suppliers to include provisions safeguarding
human and labour rights.
Operational oversight:
Maintain operational oversight through site
visits to yards, vessels, and platforms.
Accountability measures:
Continue to hold operators within the supply
chain accountable.
Request detailed information on measures
taken to mitigate the risk of human rights
violations and ensure decent working conditions.
Travel:
Develop procedures and training programmes
for travel scenarios.
These measures and initiatives will help PetroNor
understand the risks related to human rights and
decent working conditions.
Furthermore, PetroNor plans to diligently update
its overall risk assessment across all operational
facets. This comprehensive review aims to
strengthen and re
fi
ne the company’s approach to
risk evaluation, ultimately bolstering its ability to
identify potential risks throughout the entire value
chain as well as in their own operations.
DUTY TO PROVIDE INFORMATION
PetroNor has established a procedure for handling
information requests under the Transparency
Act through its communication channel:
ir@
petronorep.com
, easily available on the dedicated
Transparency Act page on the company’s website.
No requests were made in 2024.
Oslo, Norway, 28 April 2024
Jens Pace
CEO of PetroNor
PETRONOR E&P ASA
ANNUAL REPORT 2024
78
ESG report
Consolidated statement of comprehensive income
.......................................................................
81
Consolidated statement of
fi
nancial position
.................................................................................
82
Consolidated statement of changes in equity
.................................................................................
83
Consolidated statement of cash
fl
ows
..............................................................................................
84
Notes to the consolidated
fi
nancial statements
............................................................................
85
Note 01
Corporate information
.........................................................................................................................................
85
Note 02
Basis of preparation
.............................................................................................................................................
85
Note 03
Signi
fi
cant accounting judgements, estimates and assumptions
...............................................................
85
Note 04
Revenue
.................................................................................................................................................................
86
Note 05
Cost of sales
...........................................................................................................................................................
87
Note 06
Administrative expenses
.....................................................................................................................................
87
Note 07
Finance expense
...................................................................................................................................................
88
Note 08
Tax expense
...........................................................................................................................................................
88
Note 09
Earnings per share
................................................................................................................................................
89
Note 10
Inventories
.............................................................................................................................................................
89
Note 11
Trade and other receivables
...............................................................................................................................
90
Note 12
Cash and cash equivalents
..................................................................................................................................
90
Note 13
Segment information
...........................................................................................................................................
91
Note 14
Property, plant, and equipment
.........................................................................................................................
91
Note 15
Intangible assets
...................................................................................................................................................
92
Note 16
Overlift, trade and other payables
...................................................................................................................
94
Note 17
Loans and borrowings
.........................................................................................................................................
94
Note 18
Provisions
...............................................................................................................................................................
95
Note 19
Deferred tax liabilities
..........................................................................................................................................
95
Note 20
Share capital
..........................................................................................................................................................
96
Note 21
Reserves
.................................................................................................................................................................
96
Note 22
Related party transactions
.................................................................................................................................
97
Note 23
Risk Management
................................................................................................................................................
99
Note 24
Financial instruments
........................................................................................................................................
101
Note 25
Subsidiaries and joint ventures
........................................................................................................................
102
Note 26
Commitments and contingencies
....................................................................................................................
103
Note 27
Events subsequent to reporting date
.............................................................................................................
104
Note 28
Summary of accounting policies
......................................................................................................................
104
Financial statements
PetroNor E&P ASA
PETRONOR E&P ASA
ANNUAL REPORT 2024
79
Financial statements
Company statement of comprehensive income – PetroNor E&P ASA
......................................
108
Company statement of
fi
nancial position – PetroNor E&P ASA
.................................................
109
Company statement of changes in equity – PetroNor E&P ASA
..................................................
110
Company statement of cash
fl
ows – PetroNor E&P ASA
..............................................................
110
Notes to the
fi
nancial statements – PetroNor E&P ASA
...............................................................
111
Note 01
Corporate information
.......................................................................................................................................
111
Note 02
Basis of preparation
...........................................................................................................................................
111
Note 03
Employee bene
fi
t expenses
..............................................................................................................................
111
Note 04
Auditors’ remuneration
.....................................................................................................................................
112
Note 05
Investments
.........................................................................................................................................................
112
Note 06
Other receivables
...............................................................................................................................................
113
Note 07
Trade and other payables
..................................................................................................................................
113
Note 08
Loans and Borrowings
.......................................................................................................................................
113
Note 09
Equity
....................................................................................................................................................................
114
Note 10
Related parties
....................................................................................................................................................
114
Note 11
Risk management
...............................................................................................................................................
115
Note 12
Financial instruments
.......................................................................................................................................
115
Note 13
Commitments and contingencies
....................................................................................................................
116
Note 14
Events after the reporting period
....................................................................................................................
116
Note 15
Summary of accounting policies
......................................................................................................................
117
Statement of directors’ responsibility
.............................................................................................
118
Auditor’s report
....................................................................................................................................
119
Glossary and de
fi
nitions
....................................................................................................................
123
Corporate directory
............................................................................................................................
123
PETRONOR E&P ASA
ANNUAL REPORT 2024
80
Financial statements
Consolidated statement of comprehensive income
Amounts in USD thousand
Note
For the
year ended
31 December
2024
For the
year ended
31 December
2023
Revenue
4
Cost of sales
5
(105,189 )
(70,669 )
Gross pro
fi
t
Exploration expense
(43 )
(748 )
Administrative expenses
6
(13,981 )
(11,404 )
Pro
fi
t from operations
Finance income
7
Finance expense
7
(3,689 )
(3,291 )
Foreign exchange gain / (loss)
(272 )
Pro
fi
t before tax
Tax expense
8
(39,976 )
(39,852 )
Pro
fi
t for the year from continuing operations
(Loss)/Pro
fi
t from discontinued operation
(1,534 )
Pro
fi
t for the period
Other Comprehensive income:
Exchange losses arising on translation of foreign operations
(102 )
Items that may subsequently be reclassi
fi
ed to pro
fi
t or loss
(102 )
Total comprehensive income
Pro
fi
t for the year attributable to:
Owners of the parent
Non-controlling interest
25
Total
Total comprehensive income attributable to:
Owners of the parent
Non-controlling interest
25
Total
Earnings per share attributable to members:
USD cents
USD cents
Basic pro
fi
t per share
9
Diluted pro
fi
t per share
9
PETRONOR E&P ASA
ANNUAL REPORT 2024
81
Consolidated
fi
nancial statements
Consolidated statement of
fi
nancial position
Amounts in USD thousand
Note
As at
31 December
2024
As at
31 December
2023
ASSETS
Current assets
Inventories
10
Trade receivables
11
Other receivables
11
Cash and cash equivalents
12
Total current assets
Non-current assets
Property, plant and equipment
14
Intangible assets
15
Other receivables
11
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade payables
16
Other payables
16
Overlift
16
Loans and borrowings
17
Total current liabilities
Non-current liabilities
Other payables
16
Provisions
18
Total non-current liabilities
Total liabilities
NET ASSETS
Issued capital and reserves attributable to owners of the parent
Issued capital
20
Reserves
21
Retained earnings
21
Total
Non-controlling interests
25
Total equity
PETRONOR E&P ASA
ANNUAL REPORT 2024
82
Consolidated
fi
nancial statements
Consolidated statement of changes in equity
Amounts in USD thousand
Note
Share
capital
Share
premium
Foreign
currency
translation
reserve
Retained
earnings
Non-
controlling
interest
Total
For the year ended 31 December 2024
Balance at 1 January 2024
Pro
fi
t for the year
Other comprehensive income:
21
(102 )
(102 )
Total comprehensive income for the year
(102 )
Dividends to Non-controlling interest
(7,925 )
(7,925 )
Transfer NCI balance to retained earnings
1
(3,737 )
Balance at 31 December 2024
For the year ended 31 December 2023
Balance at 1 January 2023
(153 )
Pro
fi
t/(loss) for the year
Other comprehensive income
21
Total comprehensive loss for the year
Dividends to Non-controlling interest
(3,170 )
(3,170 )
Balance at 31 December 2023
1
Interests relating to the non-controlling interest of subsidiary company African Petroleum Senegal Limited have been unwound as the legal entity holding
those interests has been dissolved.
PETRONOR E&P ASA
ANNUAL REPORT 2024
83
Consolidated
fi
nancial statements
Consolidated statement of cash
fl
ows
Amounts in USD thousand
Note
For the
year ended
31 December
2024
For the
year ended
31 December
2023
Cash
fl
ows from operating activities
Pro
fi
t before tax
Adjustments for:
Depreciation and amortisation
Unwinding of discount on decommissioning provision
Net foreign exchange di
ff
erences
(102 )
Finance income
(1,865 )
Finance expense
Reassessment of decommissioning provision
Total
Increase in trade and other receivables
(34,806 )
(30,285 )
Increase in advance against decommissioning cost
11
(465 )
(618 )
Increase in decomissioning provision
18
(1,509 )
(328 )
Decrease in inventories
10
Decrease in trade and other payables
(10,848 )
(2,069 )
Increase in overlift
Cash (used in)/generated from operations
Income taxes paid
8
(39,976 )
(39,852 )
Net cash
fl
ows from operating activities
Investing activities
Proceeds / (out
fl
ows) of discontinued operations
(1,534 )
Purchases of property, plant and equipment
14
(13,061 )
(38,253 )
Purchases of intangible assets
15
(778 )
(1,513 )
Net cash
fl
ows from investing activities
(15,373 )
(18,493 )
Financing activities
Repayment of loans and borrowings
17
(5,500 )
(5,500 )
Interest on loans and borrowings
17
(383 )
(830 )
Interest income
Dividends paid to non-controlling interest
(7,925 )
(3,170 )
Net cash
fl
ows from
fi
nancing activities
(11,943 )
(9,500 )
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
12
PETRONOR E&P ASA
ANNUAL REPORT 2024
84
Consolidated
fi
nancial statements
Notes to the consolidated
fi
nancial statements
PETRONOR E&P ASA
ANNUAL REPORT 2024
Consolidated
fi
nancial statements
85
Corporate information
fi
nancial report of the Company and its subsidiaries
(together the “Group”) for the year ended 31 December 2024
was authorised for issue in accordance with a resolution of the
fi
t entity’ and is a company
traded on the Oslo Børs (ticker code: PNOR), the main regulated
marketplace of the Oslo Stock Exchange, Norway. The principal
activities of the Group are the exploration and production of
Basis of preparation
fi
nancial statements have
been prepared in accordance with IFRS® Accounting Standards
as adopted by the EU and are mandatory for
fi
nancial years
beginning on or after 1 January 2024, and Norwegian disclosure
requirements listed in the Norwegian Accounting Act as of
31 December 2024. The consolidated
fi
nancial statements have
been prepared on the basis of uniform accounting principles
for similar transactions and events under otherwise similar
The
fi
nancial report is presented in United States Dollars, which
is the functional currency for all the material subsidiaries, and
all values are rounded to the thousand dollars unless otherwise
stated.
The Board of Directors con
fi
rms that the annual
fi
nancial
statements have been prepared pursuant to the going concern
assumption, and that this assumption was realistic as at the
balance sheet date. The going concern assumption is based
upon the
fi
nancial position of the Group and the development
plans currently in place. In the Board of Directors’ view, the
annual accounts give a true and fair view of the group’s assets
and liabilities,
fi
nancial position and results. PetroNor E&P ASA
is the parent company of the PetroNor Group. The
fi
nancial
statements have been prepared on the assumption that the
PetroNor Group will continue as a going concern. The Group
recognises that in order to fund on-going operations and pursue
organic and inorganic growth opportunities it will require
additional funding. This funding may be sourced through joint
venture equity or share issues or through debt
fi
nance.
As discussed in the Board of Directors’ Report, the Group has
continued to operate e
ff
ectively with a strong balance sheet and
cash
fl
ow position, this has enabled the directors of PetroNor
(the “Directors”) to form the opinion that the Group will be in a
position to continue to meet its liabilities and obligations for a
period of at least twelve months from the date of signing this
report.
This
fi
nancial report does not include any adjustments relating to
the recoverability and classi
fi
cation of recorded asset amounts
or to the amounts and classi
fi
cation of liabilities that might be
necessary should the Group not continue as a going concern.
The following
fi
nancial review is based on the
fi
nancial
statements of PetroNor E&P ASA and its subsidiaries. The
statements have been prepared in accordance with IFRS
Accounting Standards as adopted by the EU as well as
Norwegian accounting legislation.
In the view of the Board, the consolidated statement of
comprehensive income, consolidated statement of changes
in equity, consolidated statement of
fi
nancial position and
consolidated statement of cash
fl
ows provide satisfactory
information about the operations,
fi
nancial results and position
Significant accounting judgements,
estimates and assumptions
As part of recognising assets and liabilities certain estimates
have been prepared based on historical knowledge and best-
available current information. The management apply their
professional judgment when assessing the assumptions to
be used in the calculation of the estimates. Estimates assume
a reasonable expectation of future events and are based on
current trends and economic data, obtained both externally and
within the Group.
Management has identi
fi
ed the following critical accounting
policies for which signi
fi
cant judgements, estimates and
assumptions are made. Actual results may di
ff
er from these
estimates under di
ff
erent assumptions and conditions and
may materially a
ff
ect
fi
nancial results or the
fi
nancial position
reported in future period.
Further details of the nature of these assumptions and
conditions may be found in the relevant notes to the
fi
nancial
statements.
HYDROCARBON RESERVE AND RESOURCE ESTIMATES
Hydrocarbon reserves are estimates of the amount of
hydrocarbons that can be economically and legally extracted
from the Group’s oil and gas properties. The Group estimates
its commercial reserves and resources based on information
compiled by appropriately quali
fi
ed persons relating to the
geological and technical data on the size, depth, shape and
grade of the hydrocarbon body and suitable production
techniques and recovery rates. Commercial reserves are
determined using estimates of oil and gas in place, recovery
factors and future commodity prices, the latter having an
Consolidated
fi
nancial statements
PETRONOR E&P ASA
ANNUAL REPORT 2024
86
impact on the total amount of recoverable reserves and the
proportion of the gross reserves which are attributable to the
host government under the terms of the Production-Sharing
Agreements. Future development costs are estimated using
assumptions as to the number of wells required to produce
the commercial reserves, the cost of such wells and associated
production facilities, and other capital costs. The current long-
term Brent oil price assumption used in the estimation of
commercial reserves is USD 70/bbl. The carrying amount of oil
and gas properties and licences at 31 December 2024 are shown
in Note 14 and 15.
The Group estimates and reports hydrocarbon reserves in
line with the principles contained in the Society of Petroleum
Engineers (SPE) Petroleum Resources Management Reporting
System (PRMS) framework. As the economic assumptions used
may change and as additional geological information is obtained
during the operation of a
fi
eld, estimates of recoverable
reserves may change. Such changes may impact the Group’s
reported
fi
nancial position and results, which include:
The carrying value of oil and gas properties may be a
ff
ected
due to changes in estimated future cash
fl
ows, Note 15;
Depreciation and amortisation charges in the statement
of pro
fi
t or loss and other comprehensive income may
change where such charges are determined using the Unit
Of Production (UOP) method, or where the useful life of the
related assets change, Note 15;
Provisions for decommissioning are subject to re-estimation
— where changes to reserves estimates a
ff
ect expectations
about when such activities will occur and the associated cost
of these activities, Note 18.
Decommissioning costs will be incurred by the Group at the
end of the operating life of some of the Group’s facilities and
properties. The Group assesses its retirement obligation at
each reporting date. The ultimate decommissioning costs are
uncertain and cost estimates can vary in response to many
factors, including changes to relevant legal requirements, the
emergence of new restoration techniques or experience at
other production sites. The expected timing, extent and amount
of expenditure can also change, for example in response to
changes in reserves or changes in laws and regulations or their
interpretation. Therefore, signi
fi
cant estimates and assumptions
are made in determining the provision for decommissioning
costs. As a result, there could be signi
fi
cant adjustments to
the provisions established which would a
ff
ect future
fi
nancial
results. Climate considerations and the energy transition may
impact production pro
fi
les and the economic lifespan of a
fi
eld. Legislation may make decommissioning obligations more
onerous and or cost/commodity pricing may lead to an earlier
than anticipated asset abandonment. The provision at reporting
date represents management’s best estimate of the present
value of the future decommissioning costs required. Additional
IMPAIRMENT OF OIL AND GAS ASSETS
Management must determine whether there are circumstances
indicating a possible impairment of the Group’s oil and gas
assets. Changes in the circumstances or expectations of future
performance of an individual asset or a group of assets may be
an indicator that the asset is impaired, requiring the carrying
amount to be written down to its recoverable amount. The
carrying value of an entity’s assets or CGU’s may be overstated
if the impairment calculation does not take into account
the impact of climate related matters. The evaluation for
impairment indicators involves assessing future cash
fl
ows,
projected oil and gas prices, cost structures, and potential
factors that may render the asset uneconomic to develop.
This includes geological assessments and the remaining term
of the relevant licenses. Climate factors are incorporated
into the impairment review indirectly in the assessment of
the underlying macroeconomic assumptions including the
anticipated impacts of climate change in
fl
uencing estimated
Revenue
Amounts in USD thousand |
2024 |
2023 |
Revenue from contracts from customers |
||
Revenue from sales of petroleum products 1 |
139,945 |
120,893 |
Other Revenue |
||
Assignment of tax oil |
39,976 |
39,852 |
Assignment of royalties |
24,442 |
26,584 |
Marketing fees |
170 |
- |
Total Revenue |
204,533 |
187,329 |
Quantity of oil lifted (barrels) |
1,795,459 |
1,543,910 |
Average selling price (USD per barrel) |
77.94 |
78.30 |
Quantity of net oil produced after royalty, cost oil and tax oil (barrels) |
1,202,459 |
1,396,118 |
1
All revenue from the sales of petroleum products in 2024 is generated, recognised and transferred at a point in time. Invoices are due for settlement thirty
days from the Bill of Lading, the point at which crude oil had been loaded onto vessel for shipment. All Group revenue is derived from production in the
Republic of the Congo from the PNGF Sud o
ff
shore asset. The Group presents pro
fi
t oil tax and royalties on a grossed-up basis as an income tax expense
PETRONOR E&P ASA
ANNUAL REPORT 2024
Consolidated
fi
nancial statements
87
Cost of sales
Amounts in USD thousand | 2024 | 2023 |
Operating expenses | 19,957 | 20,795 |
Movement in oil overlift position | 35,467 | - |
Royalty | 24,442 | 26,584 |
Depreciation and amortisation of oil and gas properties | 20,615 | 17,119 |
Provision for Diversi fi ed Investment | 1,627 | 1,772 |
Movement in oil inventory | 3,081 | 4,399 |
Total | 105,189 | 70,669 |
Administrative expenses
Amounts in USD thousand | Note | 2024 | 2023 |
Employee bene fi t expenses | 6a | 5,271 | 5,415 |
Travelling expenses | 475 | 594 | |
Legal and professional expenses | 5,757 | 4,067 | |
Corporate social responsibility | 103 | 294 | |
Restructuring expenses | 726 | - | |
Other expenses | 1,649 | 1,034 | |
Total | 13,981 | 11,404 |
EMPLOYEE BENEFIT EXPENSES
Amounts in USD thousand | 2024 | 2023 |
Salaries | 3,891 | 4,334 |
Short-term non-monetary bene fi ts | 286 | 641 |
Employee bonuses | 744 | 104 |
De fi ned contribution pension cost | 119 | 65 |
Social-security contributions and similar taxes | 231 | 271 |
Total | 5,271 | 5,415 |
In accordance with Norwegian law PetroNor is required to
have an occupational pension scheme (“Lov om obligatorisk
tjenestepensjon”). The Norwegian subsidiary that employs sta
ff
PetroNor E&P Services AS contributes to an external de
fi
ned
contribution scheme and therefore no pension liability is
recognised in the statement of
fi
nancial position.
Under the Pensions Act 2008 every employer in the UK must put
certain sta
ff
into a workplace pension scheme and contribute
towards it,
PetroNor E&P Services Limited the subsidiary that employs sta
ff
in the UK, contributes into an external de
fi
ned contribution
scheme. As such, no pension liability is recognised in the
statement of
fi
nancial position in relation to the company’s UK
based employees.
There are currently no share-based payment incentive schemes
in place for employees. The cost of non-cash bene
fi
ts to
employees is disclosed as short-term non-monetary bene
fi
ts
above. Detailed disclosures on employee pro
fi
les is included
within the social information section of the Sustainability
Report.
The average full-time equivalent (FTE) employees for 2024 was
Consolidated
fi
nancial statements
PETRONOR E&P ASA
ANNUAL REPORT 2024
88
AUDITORS’ REMUNERATION
Amounts in USD thousand | 2024 | 2023 |
Paid or payable to BDO | ||
Audit review of fi nancial reports | ||
BDO AS | 256 | 358 |
BDO Network fi rms | 46 | 59 |
Total | 302 | 417 |
Other non-assurance services | ||
BDO related practices | 77 | 12 |
Total | 77 | 12 |
Paid or payable to other audit fi rms | ||
Audit or review of fi nancial reports | 62 | 67 |
Other non-assurance services | 35 | 121 |
Total | 97 | 188 |
Finance
expense
Amounts in USD thousand | 2024 | 2023 |
Interest income | 1,865 | - |
Total | 1,865 | - |
Finance Expense
Amounts in USD thousand | Note | 2024 | 2023 |
Unwinding of discount on decommissioning liability | 18 | 3,306 | 2,440 |
Other fi nance costs | 30 | 38 | |
Interest on loans | 17 | 353 | 813 |
Total | 3,689 | 3,291 |
Tax expense
Tax expense excluding tax on sale of discontinued operation
Amounts in USD thousand | 2024 | 2023 |
Petroleum revenue tax expense | ||
Current income tax charge | 39,976 | 39,852 |
Total tax expense reported in the consolidated statement of comprehensive income | 39,976 | 39,852 |
The petroleum revenue tax expense relates solely to the
subsidiary in Congo and represents the assignment of tax oil on
the revenue from sales of petroleum products, Note 4.
During 2023, a taxable gain arose on the farm-out of the
Guinea-Bissau assets. A further tax expense of USD 1.5 million
was recognised in association with this transaction during
2024 which is included within pro
fi
t/(loss) from discontinued
operations in the statement of comprehensive income.
There was no income tax expense in the other subsidiaries’
jurisdictions nor in the parent’s jurisdiction as these companies
are in taxable loss positions in both 2024 and 2023. Average
e
ff
ective tax rate for the year was 20% (2023: 21%) based on
PETRONOR E&P ASA
ANNUAL REPORT 2024
Consolidated
fi
nancial statements
89
Earnings per share
There are nil options as at 31 December 2024 (31 December 2023: nil).
Amounts in USD thousand | 2024 | 2023 |
Pro fi t attributable to ordinary shareholders from continuing operations | ||
Pro fi t attributable to the ordinary equity holders used in calculating | ||
basic / diluted pro fi t per share | 35,172 | 52,479 |
Pro fi t attributable to the ordinary equity holders used in calculating | ||
basic / diluted pro fi t per share | 35,172 | 52,479 |
Weighted average number of ordinary shares outstanding during the period used in the | ||
calculation of pro fi t / (loss) per share | 2024 | 2023 |
Basic | 142,356,855 | 142,356,855 |
Diluted | 142,356,855 | 142,356,855 |
Earnings per share | 2024 | 2023 |
USD Cents | USD Cents | |
Basic | 24.7 | 35.0 |
Diluted | 24.7 | 35.0 |
Inventories
Amounts in USD thousand | 2024 | 2023 |
Crude oil inventory | - | 3,078 |
Materials and supplies | 13,265 | 14,761 |
Total | 13,265 | 17,839 |
Crude oil inventory is valued at cost, PetroNor were in an overlift
position at 31 December 2024 and thus crude oil inventory is nil.
The crude oil inventory and the material and supplies inventory
are valued at the lower of cost and net realisable value. Cost is
determined using the weighted average method. Net realisable
value is the estimated selling price, less applicable selling
expenses. The cost of inventory includes all costs related
to bringing the inventory to its current condition, including
processing costs, labour costs, supplies, direct and allocated
indirect operating overhead and depreciation expense, where
applicable, including allocation of
fi
xed and variable costs to
Consolidated
fi
nancial statements
PETRONOR E&P ASA
ANNUAL REPORT 2024
90
Trade and other receivables
Amounts in USD thousand | 2024 | 2023 |
Recoverability less than one year | ||
Trade receivables | 64,010 | 27,317 |
Other receivables | 5,405 | 3,759 |
Total | 69,415 | 31,076 |
Recoverability more than one year | ||
Other receivables: | ||
Due from related parties 1 | 11,681 | 11,057 |
Advance against decommissioning cost 2 | 30,515 | 30,050 |
Fair value of contingent consideration 3 | 2,600 | 2,600 |
Total | 44,796 | 43,707 |
1
The Group disposed of its interests in fully owned subsidiaries Aje Nigeria Holding B.V., Aje Services Holding B.V. and Aje Production Ltd. The transaction
completed on 29 December 2023 with the consideration of USD 10 million expected to be paid via the allotment and issue of new shares in Aje Production
AS. The disposal forms part of the YFP DW joint venture transaction where the consideration receivable will be reclassi
fi
ed to an investment in associate once
consideration is paid. USD 1 million relates to an assignment fee to be recovered from the joint venture in due course.
2
In addition to the booking of the decommissioning cost asset and liability, the contractors group and the Congolese Government have agreed to set up funds
for the decommissioning cost in an escrow account which is managed by the operator. The advances of the funds for the year are made on the basis of an
average rate of USD 0.50 per barrel produced (2023: USD 0.28 per barrel). Refer to Note 18 for further details on the decommissioning liability.
3
On June 27, 2023, PetroNor E&P ASA announced the farm-out of the exploration licences in Guinea-Bissau. On this occasion, PetroNor E&P AB entered into
a binding agreement to transfer 100 percent of its participation interest in the two exploration licences to Apus Energia Guiné-Bissau SA. Under the terms
of the agreement, e
ff
ective January 1, 2023, PetroNor received a payment of USD 21.3 million upon completion of the transaction, plus costs for 2023
incurred after January 1, 2023 and up to the point of completion of USD 1.6 million. The company will then be eligible for two additional contingent earnout
payments of USD 30 million each. The
fi
rst payment would be made after government approval of a Field Development Plan, and the second payment would
be made after the achievement of continuous oil production. PetroNor have assessed the fair value of the contingent consideration as at 31 December 2024
to be USD 2.6 million.
Trade receivables of USD 64.0 million re
fl
ect the occurrence of
a sale on 29 December 2024, this amount was fully recovered in
January 2025.
The Group has adopted the simpli
fi
ed approach allowable
under IFRS 9 Financial Instruments where the Group measures
the provision for impairment for trade receivables and amounts
due from related parties at an amount equal to lifetime ECL.
The ECL on trade receivables are estimated using a provision
matrix by reference to past default experience of the debtor and
an analysis of the debtors’ current
fi
nancial position, adjusted
for factors that are speci
fi
c to the debtors’ general economic
conditions and forward looking elements of the industry in
which the debtors operate and an assessment of both the
current as well as the forecast direction of conditions at the
reporting date. The group has established a provision matrix
that is based on its historical credit-loss experience, adjusted
for forward looking factors speci
fi
c to the debtors and the
economic environment. At 31 December 2024, the provision for
Cash and cash equivalents
Amounts in USD thousand | 2024 | 2023 |
Cash in bank | 79,668 | 46,217 |
Restricted cash | 24 | 32 |
Total | 79,692 | 46,249 |
Restricted cash at 31 December 2024 represents ringfenced cash payable to Norwegian authorities in relation to employment
PETRONOR E&P ASA
ANNUAL REPORT 2024
Consolidated
fi
nancial statements
91
The following table represents the changes in liabilities arising from
fi
nancing activities through cash
fl
ows and non-cash changes:
Non-current | Current | ||
Amounts in USD thousand | borrowings | borrowings | Total |
As at 1 January 2024 | - | 5,500 | 5,500 |
Cash fl ows | - | (5,500) | (5,500) |
Non-cash fl ows | - | - | - |
As at 31 December 2024 | - | - | - |
As at 1 January 2023 | 5,500 | 5,500 | 11,000 |
Cash fl ows | - | (5,500) | (5,500) |
Non-cash fl ows | (5,500) | 5,500 | - |
As at 31 December 2023 | - | 5,500 | 5,500 |
Segment information
For management purposes, the Group is organised into one
main operating segment, which involves exploration and
production of hydrocarbons. All of the Group's activities are
interrelated, and discrete
fi
nancial information is reported
to Chief Operating Decision Maker as a single segment.
Accordingly, all signi
fi
cant operating decisions are based upon
analysis of the Group as one segment. The
fi
nancial results from
this segment are equivalent to the
fi
nancial statements of the
Group as a whole.
The Group only has one operating segment, being exploration
and production of hydrocarbons.
The analysis of the location of non-current assets is as follows:
Amounts in USD thousand | 2024 | 2023 |
Congo | 118,059 | 124,798 |
Gambia | 6,414 | 5,461 |
Guinea-Bissau | 2,600 | 2,600 |
Norway | 11,791 | 11,324 |
Other | - | 175 |
Total | 138,864 | 144,358 |
Property, plant, and equipment
PRODUCTION ASSETS AND EQUIPMENT
Amounts in USD thousand | 2024 | 2023 |
Cost | ||
At 1 January | 132,034 | 90,493 |
Additions | 13,061 | 42,467 |
Disposals in relation to loss of control of entities | - | (926) |
At 31 December | 145,095 | 132,034 |
Depreciation | ||
At 1 January | 39,243 | 22,552 |
Charge for the year | 19,962 | 16,691 |
Depreciation on disposals | - | - |
At 31 December | 59,205 | 39,243 |
Net carrying amount | ||
At 31 December | 85,890 | 92,791 |
Consolidated
fi
nancial statements
PETRONOR E&P ASA
ANNUAL REPORT 2024
92
Production assets and equipment are carried at the following values:
Amounts in USD thousand | 2024 | 2023 |
Oil & gas CAPEX | 74,842 | 84,589 |
Decommissioning costs | 10,910 | 7,864 |
Other | 138 | 30 |
Total | 85,890 | 92,473 |
PPE assets are distributed geographically as follow: | ||
Amounts in USD thousand | 2024 | 2023 |
Congo | 85,780 | 92,473 |
Other | 110 | 10 |
Total | 85,890 | 92,483 |
Amounts in USD thousand | 2024 | 2023 |
Right-of-use assets | 120 | 308 |
The carrying value of production assets are assessed against
their risked economic value for indicators of impairment. Two
of the key factors in the economic evaluation of hydrocarbon
assets are the future oil prices and the recoverable reserves of
the assets, the bench mark oil price used economic valuations
was USD 70/bbl. Please reference the Reserves report and the
reserves table included in note 15. There were no indicators of
Intangible assets
LICENCES AND APPROVALS
Amounts in USD thousand | 2024 | 2023 |
Cost | ||
At 1 January | 13,025 | 37,831 |
Additions | 952 | 1,129 |
Disposals | (174) | (667) |
Disposals in relation to loss of control of entities | - | (25,268) |
At 31 December | 13,803 | 13,025 |
Accumulated amortisation and impairment | ||
At 1 January | 5,165 | 4,579 |
Amortisation | 460 | 586 |
At 31 December | 5,625 | 5,165 |
Net carrying value | ||
At 1 January | 7,860 | 33,252 |
At 31 December | 8,178 | 7,860 |
Amounts in USD thousand | 2024 | 2023 |
Cost | ||
At 1 January | - | 9,031 |
Additions in relation to business combinations | - | - |
Disposals in relation to loss of control of entities | - | (9,031) |
At 31 December | - | - |
PETRONOR E&P ASA
ANNUAL REPORT 2024
Consolidated
fi
nancial statements
93
GOODWILL
During 2023, the technical goodwill was derecognised as part of
the disposal of the entities and assets in which they originated
LICENCE OVERVIEW
Congo
In 2017, subsidiary company Hemla E&P Congo SA acquired
interests in three development and production permits
(Tchendo II: 20%; Tchibouela II: 20% and Tchibeli-Litanzi II: 20%)
which will respectively end in December 2037, for each of them,
with possible extensions for 5 years. All these three licences
are called or named collectively “PNGF Sud” and together
comprise an area of 482.28km
2
. The operator of the licences
is Perenco, and the carrying value as at 31 December 2024 is
USD 1.8 million. This number is net of depletion, the Congo
intangible assets are the only intangibles in active use and being
amortised.
The Gambia
The A4 licence area is 1,376km
2
and is operated by company
subsidiary PetroNor E&P Gambia Ltd. PetroNor secured a new
exploration licence (PEPLA) on 18 November 2022 and entered
into the
fi
rst exploration period which has a duration of three
years. PetroNor hold 90% equity with the Gambia National
Petroleum Company as partner (10% equity). As at 31 December
2024 the carrying value of the A4 licence is USD 6.4 million.
IMPAIRMENT ASSESSMENT
Group assets are assessed for indicators of impairment on a
periodic basis. Indicators of impairment would be for example
a licence that is approaching the end of its term or a licence
where management have indicated that there are no plans
to continue with exploration and evaluation, or evaluation
work which indicated that an asset would be uneconomic. The
carrying value of intangible assets relating to Congo and The
Gambia were assessed against their risked economic value
and no assets were impaired in the period ended 31 December
2024.
RESERVES AND RESOURCES
The Group has adopted a policy of regional reserve reporting
using external third-party companies to audit its work and
certify reserves and resources. Reserve and contingent resource
estimates comply with the de
fi
nitions set by the Petroleum
Resources Management System (“PRMS”) issued by the Society
of Petroleum Engineers (“SPE”), the American Association of
Petroleum Geologists (“AAPG”), the World Petroleum Council
(“WPC”) and the Society of Petroleum Evaluation Engineers
(“SPEE”) in March 2007. Three60 Energy Norway AS provided the
3
rd
party veri
fi
cations of the PNGF Sud reserves.
The following is a summary of key results from the Annual
Reserve Report (ASR) (net of the Group’s share):
1P/1C | 2P/2C | 3P/3C | |
reserves/ | reserves/ | reserves/ | |
resources | resources | resources | |
Asset | MMbbls | MMbbls | MMbbls |
PNGF Sud reserves | 11.3 | 16.0 | 20.3 |
PNGF Sud contingent | |||
resources | 2.5 | 5.8 | 14.5 |
De
fi
nitions:
1P) Proved
reserves
Proved Reserves are those quantities of petroleum, which by
analysis of geoscience and engineering data, can be estimated
with reasonable certainty to be commercially recoverable, from
a given date forward, from known reservoirs and under de
fi
ned
economic conditions, operating methods, and government
regulations.
2P) Proved plus Probable Reserves
Probable Reserves are those additional reserves which analysis
of geoscience and engineering data indicate are less likely to
be recovered than Proved Reserves but more certain to be
recovered than Possible Reserves.
3P) Proved plus Probable plus Possible Reserves
Possible Reserves are those additional reserves which analysis
of geoscience and engineering data indicate are less likely to be
Consolidated
fi
nancial statements
PETRONOR E&P ASA
ANNUAL REPORT 2024
94
Overlift, trade and other payables
Trade and other payables
Amounts in USD thousand | Note | 2024 | 2023 |
Amounts due less than one year: | |||
Trade payables | 5,525 | 12,233 | |
Other payables and accrued liabilities | 3,283 | 3,630 | |
Due to related parties | 22d | 8 | 26 |
Taxes and state payables | 529 | 4,162 | |
Total | 9,345 | 20,051 | |
Amounts due more than one year | |||
Other payables | 3 | 145 | |
Total | 3 | 145 |
Overlift
A new trading agreement entered during the second quarter of 2024, allowed PetroNor to lift and sell more oil than the entitlement
interest it had in stock at the Djeno terminal at the time of lifting. This is known as an overlift position and will be replenished from
continuing production during the
fi
rst half of 2025.
Amounts in USD thousand | Note | 2024 | 2023 |
Amounts due less than one year: | |||
Overlift | 35,782 | - | |
Total | 35,782 | - |
Loans and borrowings
Amounts in USD thousand | 2024 | 2023 |
At 1 January | 5,500 | 11,000 |
Principal repayment | (5,500) | (5,500) |
Interest on loan accrued | 353 | 813 |
Interest on loan paid | (353) | (813) |
At 31 December | - | 5,500 |
Ageing of loans payable | ||
Current | - | 5,500 |
Non-current | - | - |
Total | - | 5,500 |
During 2024, subsidiary Hemla Africa Holding AS fully repaid its facility held with Acqua Diversi
fi
PETRONOR E&P ASA
ANNUAL REPORT 2024
Consolidated
fi
nancial statements
95
Provisions
DECOMMISSIONING PROVISION
In accordance with joint venture agreements and legislation, the
wellheads, production assets, pipelines and other installations
may have to be dismantled and removed from oil and natural
gas
fi
elds when the production ceases. The exact timing of the
obligations is uncertain and depends on the rate the reserves of
the
fi
eld are depleted.
Based on the existing production pro
fi
le of the PNGF Sud
fi
eld
and the size of the reserves, it is expected that expenditure
on retirement is likely to be after more than ten years. The
current bases for the provision are a discount rate of 6.25%
(2023: 6.5%) and an in
fl
ation rate of 4.3% (2023: 3.0%). The initial
decommissioning liability study was prepared internally by
the operator Perenco. The company reassessed the applicable
discount and in
fl
ation rate during 2024, the impact of the
reassessment was a net liability increase of USD 6.4 million
where USD 2.0 million was expensed.
The following table presents a reconciliation of the beginning
and ending aggregate amounts of the obligations associated
with the retirement of oil and natural gas properties:
Amounts in USD thousand | Note | 2024 | 2023 |
At 1 January | 23,749 | 20,912 | |
Arising during the year | 4,804 | 4,284 | |
Derecognised due to loss of control of entities | - | (3,887) | |
Unwinding of discount on decommissioning | 7 | 3,306 | 2,440 |
At 31 December | 31,859 | 23,749 | |
Other provisions | 3,364 | 3,323 | |
Total provisions | 35,223 | 27,072 |
Deferred tax liabilities
Changes in net deferred tax liabilities during the year were as follows:
Amounts in USD thousand | 2024 | 2023 |
Net deferred tax liability at 1 January | - | (9,031) |
Acquisitions and disposals | - | 9,031 |
Net deferred tax liability at 31 December | - | - |
Deferred tax assets have not been brought to account in respect
of tax losses and unrecognised capital allowances because as at
31 December 2024 it is uncertain when future taxable amounts
will be available to utilise those temporary di
ff
erences and
losses. The primary income generating unit of the Group is in
a jurisdiction where taxes are an in-kind production levy. The
status of asset development in other jurisdictions is such that
pro
fi
ts are not yet being recorded management are therefore
not yet able to perform an assessment that deferred tax assets
can be realised. As at 31 December 2024, the carried forward
gross tax loss is USD 130 million (2023: USD 127 million). Carried
forward losses from previous periods do not have an expiry
Consolidated
fi
nancial statements
PETRONOR E&P ASA
ANNUAL REPORT 2024
96
Share capital
Ordinary shares participate in dividends and the proceeds on
winding up of the company in proportion to the number of
shares held and in proportion to the amount paid up on the
shares held.
At shareholders’ meetings, each ordinary share entitles the
holder to one vote in proportion to the paid-up amount of the
share when a poll is called, otherwise each shareholder has one
vote on a show of hands.
Reconciliation of movement in shares on issue
Number of fully | Number of fully | |
paid ordinary | paid ordinary | |
shares | shares | |
2024 | 2023 | |
Balance at the beginning of the year | 142,356,855 | 1,423,568,543 |
Issue of shares | - | 7 |
Reverse share split 1 | - | (1,281,211,695) |
Balance at end of the year | 142,356,855 | 142,356,855 |
Reconciliation of movements in issued capital
2024 | 2023 | |
Opening balance | 159 | 159 |
Balance at end of the period | 159 | 159 |
1
On 16 June 2023, PetroNor announced that the reverse share split in the ratio 10:1 had been registered with the Norwegian Register of Business Enterprises.
Following such registration, the share capital of the company is NOK 1,423,568.55 divided into 142,356,855 shares, each with a nominal value of NOK 0.01.
Share premium
Share premium reserve represents excess of subscription
value of the shares over the nominal amount.
2024 | 2023 | |
Opening balance | 71,956 | 71,956 |
Balance at end of the period | 71,956 | 71,956 |
Reserves
The movement in reserves are re
fl
ected in the statement of
changes in equity.
The foreign currency translation reserve is used to recognise
foreign currency exchange di
ff
erences arising on translation of
Retained earnings
All other net gains and losses and transactions with owners not
recognised elsewhere.
No dividends were declared during the year by the parent
A repayment of capital equivalent to 2 NOK per share was
proposed based on an audited interim balance sheet from
9 December 2024. The repayment of capital was approved
post year end at a shareholder EGM on 23 January 2025, and
USD 25.6 million was paid out to shareholders on 31 January
PETRONOR E&P ASA
ANNUAL REPORT 2024
Consolidated
fi
nancial statements
97
Related party transactions
BOARD AND KEY MANAGEMENT PERSONNEL REMUNERATION
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the Group, including the Directors listed on page 34, and the following other key personnel:
Jens Pace | Chief executive o ffi cer |
Claus Frimann-Dahl | Chief technical o ffi cer |
Chris Butler | Group fi nancial controller |
As at the approval date of this report the base salary and fees for the following members of key management is as follows:
Base salary and fees | Total base salary and | |||
Individual | Title | Group Entity | /per annum | fees USD equivalent |
J Iskander | Chair | PetroNor E&P Services AS | NOK 800,000 | 71,600 |
J Norman-Hansen | Board member | PetroNor E&P Services AS | NOK 550,000 | 49,225 |
| A Georghiou | Board member | PetroNor E&P Services AS | NOK 550,000 | 64,825 |
| PetroNor E&P Limited | EUR 15,000 | |||
J Pace | Chief Executive O ffi cer | PetroNor E&P Services AS | GBP 410,000 | 517,625 |
C Frimann-Dahl | Chief Technical O ffi cer | PetroNor E&P Services AS | NOK 2,625,000 | 234,938 |
| C Butler | Group Financial Controller | PetroNor E&P Services Ltd | GBP 147,000 | 251,588 |
| Hemla E&P Congo SA | USD 66,000 |
FX rates used:
NOK 1.00 : USD 0.0895
|
GBP 1.00 : USD 1.2625
Post- | |||||||
2024 | Salary | Other cash | Severance | employment | |||
Amounts in USD | Designation | and fees | Bonus | bene fi ts | Package | bene fi ts | Total |
J Iskander | Chair | 42,987 | 83,064 | - | - | - | 126,051 |
E Alhomouz 1 | Former Chair | 172,500 | 140,877 | - | - | - | 313,377 |
I Smines Tybring-Gjedde 2 | Board member | 38,973 | 84,526 | - | - | - | 123,499 |
G Kielland 2 | Board member | 38,973 | 84,526 | - | - | - | 123,499 |
A Samir Fawzi | Board member | 47,208 | 84,526 | - | - | - | 131,734 |
J Norman-Hansen | Board member | 47,208 | 84,526 | - | - | - | 131,734 |
J Pace | Chief Executive O ffi cer | 523,580 | 135,623 | - | - | - | 659,203 |
C Frimann-Dahl | Chief Technical O ffi cer | 247,621 | 39,324 | 2,666 | - | 15,569 | 305,180 |
M Barrett 3 | Exploration Manager | 209,289 | - | 1,886 | 223,964 | - | 435,139 |
C Butler | Group Financial Controller | 252,317 | 41,599 | 6,936 | - | 18,824 | 319,676 |
E Sultan 3 | Strategy and Contracts | ||||||
Manager | 105,000 | - | - | 21,000 | - | 126,000 | |
Total | 1,725,656 | 778,591 | 11,488 | 244,964 | 34,393 | 2,795,092 |
1
Eyas Alhomouz did not stand for re-election as Chair at the AGM on 29 May 2024.
2
Ingvil Smines Tybring-Gjedde and Gro Kielland resigned as board members on 1 November 2024.
3
As part of the restructuring process Michael Barrett and Emad Sultan left the company on 31 August 2024 and 30 June 2024 respectively.
Consolidated
fi
nancial statements
PETRONOR E&P ASA
ANNUAL REPORT 2024
98
Remuneration of board and key management personnel
Post- | ||||||
2023 | Salary | Other cash | employment | |||
Amounts in USD | Designation | and fees | Bonus | bene fi ts | bene fi ts | Total |
E Alhomouz 1 | Chairman | 294,000 | - | - | - | 294,000 |
I Smines Tybring-Gjedde | Board member | 38,685 | - | - | - | 38,685 |
G Kielland | Board member | 38,685 | - | - | - | 38,685 |
A Samir Fawzi | Board member | 32,763 | - | - | - | 32,763 |
J Norman-Hansen | Board member | 32,763 | - | - | - | 32,763 |
J Pace | Interim CEO | 530,111 | - | - | - | 530,111 |
C Frimann-Dahl 2 | Chief Technical O ffi cer | 240,053 | 42,123 | 719 | 13,493 | 296,388 |
M Barrett 2 | Exploration Manager | 280,755 | 47,678 | 1,731 | - | 330,164 |
C Butler 2 | Group Financial Controller | 243,400 | 31,202 | 2,427 | 17,740 | 294,769 |
E Sultan | Strategy and Contracts Manager | 244,000 | - | - | - | 244,000 |
Total | 1,975,215 | 121,003 | 4,877 | 31,233 | 2,132,328 |
1
USD 174,000 of the fees above is not paid to the individual, these fees charged on an arms-length basis are included in a monthly lump sum charged by
related party Petromal LLC, above
fi
gures represent the company’s fair value estimate of associated costs for the individual’s services.
2
Bonus received was determined at the discretion of management, contingent upon both company performance and individual contributions.
Share holdings by Directors and other Key Management Personnel
Balance | Shares | Granted as | Net change | Balance | |
1 January 2024 | purchased | remuneration | other | 31 December 2024 | |
J Norman-Hansen 1 | 215,060 | - | - | - | 215,060 |
J Pace | 146,553 | - | - | - | 146,553 |
M Barrett | 115,167 | - | - | (115,167) | - |
C Frimann-Dahl | 60,456 | - | - | - | 60,456 |
C Butler | 23,430 | - | - | - | 23,430 |
Total | 560,666 | - | - | (115,167) | 445,499 |
1
In addition to the share holding above, Jarle Norman-Hansen holds shares indirectly through Ambolt Invest AS totalling 8,758,329
Other board members and key management not included in the above table held no shares during the current year.
22B.
SIGNIFICANT SHAREHOLDERS
31 December 2024 | 31 December 2023 | ||
Shareholder | Place of incorporation | Ownership | Ownership |
Petromal LLC – Sole Proprietorship LLC | UAE | 33.82% | 33.82% |
Symero Ltd | Cyprus | 9.75% | 9.75% |
Ambolt Invest AS | Norway | 6.15% | 6.15% |
Sjøvollen AS | Norway | 4.20% | 8.62% |
Gulshagen III AS | Norway | 3.16% | 3.16% |
Gulshagen IV AS | Norway | 3.16% | 3.16% |
All of the shares held by Petromal LLC are recorded in the name of nominee company, Clearstream Banking S.A. on behalf of
Petromal LLC. Ambolt Invest AS is a company controlled by Jarle Norman-Hansen who was appointed as a board member on 26
January 2023
TRANSACTIONS AND PERIOD-END BALANCES WITH RELATED PARTIES
Transactions with related parties included in the consolidated statement of comprehensive income:
Petromal LLC has had an agreement to provide technical and project management services to the PetroNor Group since 2017.
Amounts in USD thousand | 2024 | 2023 |
Petromal – Sole Proprietorship LLC | 214 | 305 |
Administrative expenses | 214 | 305 |
PETRONOR E&P ASA
ANNUAL REPORT 2024
Consolidated
fi
nancial statements
99
Balances due from and due to related parties disclosed in the consolidated statement of
fi
nancial position:
Amounts in USD thousand | 2024 | 2023 |
Balances due from related parties | ||
Receivable from Aje Production AS and its subsidiaries | 11,681 | 11,067 |
Balances due to related parties | ||
Other payable to Petromal – Sole Proprietorship LLC | (8) | (26) |
Total payables to related parties (Note 16) | (8) | (26) |
Amounts due from / to related parties included in the consolidated statement of
fi
nancial position are interest-free and have no
fi
Risk Management
The Group’s principal
fi
nancial liabilities comprise accounts
payable and amounts due to related parties. The main purpose
of these
fi
nancial instruments is to manage short-term cash
fl
ow. The Group has various
fi
nancial assets such as accounts
receivable and cash.
The main risks that could adversely a
ff
ect the Group’s
fi
nancial assets, liabilities or future cash
fl
ows are credit risk,
liquidity risk, interest rate risk and foreign currency risk. The
management reviews and agrees policies for managing each of
these risks which are summarised below.
The following discussion also includes a sensitivity analysis that
is intended to illustrate the sensitivity to changes in the market
variables on the Group’s
fi
nancial instruments and shows
the impact on pro
fi
t or loss and shareholders’ equity, where
applicable. Financial instruments a
ff
ected by market risk include
accounts receivable, accounts payable and accrued liabilities.
The sensitivity has been prepared for periods ending
31 December 2024 using the amounts of debt and other
fi
nancial assets and liabilities held as at those reporting dates.
fi
nancial assets as well as the company’s maximum exposure
to credit risk by credit risk rating grades.
External | Gross | Net | ||||
credit | 12-month or | carrying | Loss | carrying | ||
Amounts in USD thousand | Notes | rating | lifetime ECL | amount | allowance | amount |
31 December 2024 | ||||||
Trade receivables (i) | 11 | N/a | Lifetime ECL | 64,010 | - | 64,010 |
Due from related parties | 11, 22d | N/a | Lifetime ECL | 11,681 | - | 11,681 |
Advance against decommissioning cost | 11 | N/a | Lifetime ECL | 30,515 | - | 30,515 |
Cash and cash equivalents | 12 | Aa3/B | 12-month ECL | 79,692 | - | 79,692 |
Other receivables | 11 | N/a | Lifetime ECL | 8,005 | - | 8,005 |
31 December 2023 | ||||||
Trade receivables (i) | 11 | N/a | Lifetime ECL | 27,317 | - | 27,317 |
Due from related parties | 11, 22d | N/a | Lifetime ECL | 11,057 | - | 11,057 |
Advance against decommissioning cost | 11 | N/a | Lifetime ECL | 30,050 | - | 30,050 |
Cash and cash equivalents | 12 | Aa3/B | 12-month ECL | 46,249 | - | 46,249 |
Other receivables | 11 | N/a | Lifetime ECL | 6,359 | - | 6,359 |
(i)
For trade receivables and amounts due from related parties, the Group has applied the simpli
fi
ed approach in IFRS 9 to measure the loss allowance at
lifetime ECL. The expected credit losses are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the
debtor’s current
fi
nancial position, adjusted for factors that are speci
fi
c to the debtors, general economic conditions of the industry in which the debtors
The Group seeks to limit its liquidity risk by ensuring
fi
nancial
support is available from the shareholders. The Group’s terms
of sales requires amounts to be paid within 30 days from the
bill of lading, the point at which crude oil had been loaded onto
vessel for shipment . Trade payables are normally settled within
90 to 120 days of the date of receipt of invoice.
The table below summarises the maturity pro
fi
le of the Group’s
fi
nancial liabilities at 31 December 2024 based on contractual
undiscounted payments.
Consolidated
fi
nancial statements
PETRONOR E&P ASA
ANNUAL REPORT 2024
100
Between | Between | ||||||
Less than | 1 and 3 | 3 months | More than | ||||
Amounts in USD thousand | Note | On demand | 1 month | months | and 1 year | 1 year | Total |
31 December 2024 | |||||||
Trade accounts payable | 16 | - | 5,525 | - | - | - | 5,525 |
Amounts due to related parties | 22d | 8 | - | - | - | - | 8 |
Loan payable | 17 | - | - | - | - | - | - |
Other payable | 16 | 3,283 | - | - | - | 3 | 3,286 |
Total | 3,291 | 5,525 | - | - | 3 | 8,819 |
Between | Between | ||||||
Less than | 1 and 3 | 3 months | More than | ||||
Amounts in USD thousand | Note | On demand | 1 month | months | and 1 year | 1 year | Total |
31 December 2023 | |||||||
Trade accounts payable | 16 | - | 11,954 | - | - | - | 11,954 |
Amounts due to related parties | 22d | 26 | - | - | - | - | 26 |
Loan payable | 17 | - | - | 1,375 | 4,125 | - | 5,500 |
Other payable | 16 | - | - | - | - | - | - |
Total | 26 | 11,954 | 1,375 | 4,125 | - | 17,480 |
The company had USD 79.7 million (2023: 46.2 million) in
unrestricted cash as of 31 December 2024. Should additional
funding be required in the future for additional capital
expenditure for new development phases or working capital
requirements, the company has various alternatives available
which it can explore to ful
fi
l such additional requirements.
The options include, amongst others, debt
fi
nancing, o
ff
take
prepayment structures. As a result, the
fi
nancial statements
have been prepared under the assumption of going concern
and realisation of assets and settlement of debt in normal
The Group is exposed to interest rate risk on its interest-bearing
assets and liabilities and seeks to limit this risk by obtaining
favourable interest rates.
31 December 2024 | 31 December 2023 | |||
Amounts in USD thousand | +150bp | -150bp | +150bp | -150bp |
Loans payable | - | - | (83) | 83 |
CURRENCY RISK
The Group operates internationally and is exposed to risk
arising from various currency exposures, primarily with respect
to the Norwegian Kroner (NOK), and the Great British Pound
(GBP). The Group has transactional currency exposures. Such
exposure arises from sales or purchases in currencies other
than the respective functional currency.
The Group reports its consolidated results in USD; any
change in exchange rates between its operating subsidiaries’
functional currencies and the USD a
ff
ects its consolidated
statement of comprehensive income and statement of
fi
nancial position when the results of those operating
subsidiaries are translated into USD for reporting purposes.
Group companies are required to manage their foreign
exchange risk against their functional currency.
A 20% strengthening or weakening of the USD against the
following currencies at 31 December 2024 would have increased
/ (decreased) equity and pro
fi
t or loss before tax by the amounts
shown below.
The Group’s assessment of what a reasonable potential
change in foreign currencies that it is currently exposed to
have been changed as a result of the changes observed in the
world
fi
nancial markets. This hypothetical analysis assumes
that all other variables, including interest rates and commodity
prices, remain constant.
PETRONOR E&P ASA
ANNUAL REPORT 2024
Consolidated
fi
nancial statements
101
31 December 2024 | 31 December 2023 | |||
Amounts in USD thousand | +20% | -20% | +20% | -20% |
USD vs NOK | ||||
Cash | (6) | 6 | (13) | 13 |
Receivables | (49) | 49 | (2,918) | 2,910 |
Payables | 103 | (103) | 185 | (184) |
Total | 48 | (48) | (2,746) | 2,739 |
USD vs GBP | ||||
Cash | (13) | 13 | (14) | 14 |
Receivables | (2) | 2 | (7) | 7 |
Payables | 26 | (26) | 2 | (2) |
Total | 11 | (11) | (19) | 19 |
The primary objective of the Group’s capital management is to
continuously evaluate measures to strengthen its
fi
nancial basis
and to ensure that the Group is fully funded for its committed
2025 activities. The Group manages its capital structure
and makes adjustments to it in light of changes in economic
conditions. In order to maintain or change the capital structure,
the Group may adjust the amount of dividend payments to
shareholders, return capital to shareholders or issue new
shares.
The Group is continuously evaluating the capital structure, with
the aim of having an optimal mix of equity and debt capital to
reduce the Group’s cost of capital and looking at avenues to
Financial instruments
Financial instruments comprise
fi
nancial assets and
fi
nancial
liabilities.
Financial assets consist of bank balances and cash, amounts
due from related parties and trade and some other receivables.
Financial liabilities consist of amounts due to related parties,
loans payable, trade account payables and some other liabilities.
Financial Assets
Fair value through | ||||
pro fi t or loss | Amortised cost | |||
Amounts in USD thousand | 2024 | 2023 | 2024 | 2023 |
Cash and cash equivalents | - | - | 79,692 | 46,249 |
Trade and other receivables 2 | 2,600 | 2,600 | 81,096 | 42,133 |
Advance against decommissioning cost 1 | - | - | 30,515 | 30,050 |
Total | 2,600 | 2,600 | 191,303 | 118,432 |
1
The Group has advanced USD 30 million in cash to the operator as a contribution towards the future obligation to decommission the PNGF asset.
2
The valuation of contingent consideration was reviewed and the risk pro
fi
le was deemed largely unchanged therefore there was no change in the valuation
booked.
Financial Liabilities
Amortised cost | ||
Amounts in USD thousand | 2024 | 2023 |
Trade and other payables | 45,129 | 20,054 |
Loans and borrowings | - | 5,500 |
Total | 45,129 | 25,554 |
The fair values of the Group's
fi
nancial instruments are
not materially di
ff
erent from their carrying amounts at the
reporting date largely due to the short term maturities of
Consolidated
fi
nancial statements
PETRONOR E&P ASA
ANNUAL REPORT 2024
102
Subsidiaries and joint ventures
The principal subsidiaries of the PetroNor E&P ASA, all of which have been included in these consolidated
fi
nancial statements, are
as follows:
Proportion of e ff ective ownership | ||||
interest at 31 December | ||||
Country of | Principal place | |||
Name | incorporation | of business | 2024 | 2023 |
PetroNor E&P Pty Limited | Australia | Australia | 100% | 100% |
PetroNor E&P Ltd | Cyprus | Cyprus | 100% | 100% |
PetroNor E&P Services AS | Norway | Norway | 100% | 100% |
PetroNor E&P Services Ltd | United Kingdom | United Kingdom | 100% | 100% |
PetroNor E&P AB | Sweden | Guinea-Bissau | 100% | 100% |
PetroNor E&P Gambia Ltd | Cayman Islands | The Gambia | 100% | 100% |
Hemla Africa Holding AS | Norway | Norway | 100% | 100% |
Hemla E&P Congo SA | Congo | Congo | 84.15% | 84.15% |
African Petroleum Corporation Ltd | Cayman Islands | United Kingdom | 100% | 100% |
African Petroleum Senegal Ltd | Cayman Islands | Senegal | 90% | 90% |
Material non-controlling interests
The Group holds 84.15% of the share capital of Hemla E&P Congo SA. Set out below is summarised
fi
nancial information for the
subsidiary that has non-controlling interests that are material to the group. The amounts disclosed for the subsidiary are before
Summarised statement of
fi
nancial position
| Hemla E&P Congo SA | ||
Amounts in USD thousand | 2024 | 2023 |
Current asset | 109,754 | 61,523 |
Current liabilities | 42,445 | 12,836 |
Current net assets | 67,309 | 48,687 |
Non-current assets | 118,059 | 124,798 |
Non-current liabilities | 35,223 | 27,084 |
Non-current net assets | 82,836 | 97,614 |
Net assets | 150,145 | 146,301 |
Accumulated NCI | 24,693 | 24,100 |
PETRONOR E&P ASA
ANNUAL REPORT 2024
Consolidated
fi
nancial statements
103
Summarised statement of comprehensive income
| Hemla E&P Congo SA | ||
Amounts in USD thousand | 2024 | 2023 |
Revenue | 204,532 | 187,330 |
Pro fi t for the period | 53,740 | 71,175 |
Other comprehensive income | - | - |
Total comprehensive income for the year | 53,740 | 71,175 |
Pro fi t allocated to NCI | 8,518 | 11,217 |
Dividends paid to NCI | 7,925 | 3,170 |
Summarised cash
fl
ows
| Hemla E&P Congo SA | ||
Amounts in USD thousand | 2024 | 2023 |
Cash fl ows from operating activities | 29,186 | 36,313 |
Cash fl ows from investing activities | (8,649) | (8,724) |
Cash fl ows from fi nancing activities | (7,925) | (124) |
Net (decrease)/increase in cash and cash equivalents | 12,612 | 27,465 |
Investments in joint ventures:
Proportion of e ff ective control | ||||
| at 31 December | ||||
Country of | Principal place | |||
Name | incorporation | of business | 2024 | 2023 |
Aje Production AS | Norway | Norway | 50% | 50% |
Aje Production AS is a small group that holds non-operating interests in the Nigerian OML 113 licence through Nigerian subsidiaries
Commitments and contingencies
Production asset commitments
As at 31 December 2024, the Group had approved the budget
for PNGF Sud operations in Congo that included planned
capex expenditure for coming year of USD 18.3 million (2023
USD 18.1 million) representing HEPCO's equity interest funding
Økokrim Matter
In December 2021 the National Authority for Investigation
and Prosecution of Economic and Environmental Crime in
Norway (Økokrim) initiated an investigation into allegations of
corruption and, from 2024, allegations of market manipulation,
and brought criminal charges against individuals associated with
the company. Økokrim has con
fi
rmed that neither PetroNor nor
any of its subsidiaries has been charged. However, from 2024,
PetroNor has been given status as suspect in relation to the
market manipulation investigation, and its subsidiary, Hemla
Africa Holding AS, has been given status as a suspect in relation
to the corruption investigation.
To mitigate potential corporate liability risks, the board has
taken various remediation steps, as outlined in the director’s
report, including obtaining independent legal advice and
implementing a compliance action plan. Despite the ongoing
investigations, the company has continued to operate e
ff
ectively
but has incurred costs in addressing this issue and fully
cooperating with the investigating authorities. The company is
not aware of the status or duration of the investigations into
the individuals involved, and the uncertainty surrounding the
outcome could potentially impact the Group’s ability to conduct
transactions with both new and existing partners.
OML 113 Conditional Consideration
As part of the transaction to acquire the interest in OML 113
conditional consideration has been assessed as a potential
contingency to the Group. An additional consideration of USD
0.10 per 1,000 cubic feet of the AJE Natural Gas Sales Volume is
to be paid to Panoro Energy ASA once the conditions stipulated
within the SPA are met. This conditional consideration is capped
Consolidated
fi
nancial statements
PETRONOR E&P ASA
ANNUAL REPORT 2024
104
Events subsequent to reporting date
An interim balance sheet as of 9 December 2024 was approved
at an EGM held on 23 January 2025. This enabled the approval
of a shareholder distribution equivalent to 2 NOK per share that
was
paid out on 31 January 2025. USD 25.6 million of cash was
used to payout this distribution.
At an EGM held on 20 March 2025, Azza Fawzi stepped down
from the board and was replaced by Andri Georghiou.
On 2 April 2025, PetroNor advised that it had been noti
fi
ed by
the US Department of Justice (DoJ) that they have closed their
Summary of accounting policies
Accounting policies are selected and applied in a manner which
ensures that the resulting
fi
nancial information satis
fi
es the
concepts of relevance and reliability, thereby ensuring that the
substance of the underlying transactions or other events is
reported.
The following is a summary of the material accounting policies
adopted by the Group in the preparation of the
fi
nancial report.
The accounting policies have been consistently applied, unless
otherwise stated
ADOPTION OF NEW AND REVISED ACCOUNTING
STANDARDS
IASB has issued several amendments to standards or
interpretations to standards e
ff
ective as of 1 January 2024.
PetroNor have adopted these standards in the
fi
nancial year, the
impacts were not material to PetroNor’s consolidated
fi
nancial
statements upon adoption.
The IASB issued IFRS 18 Presentation and Disclosure in Financial
Statements in April 2024, which becomes e
ff
ective for annual
periods beginning on or after 1 January 2027. IFRS 18 introduces
signi
fi
cant changes to the structure and content of the primary
fi
nancial statements, including:
A revised format for the statement of pro
fi
t or loss,
including the classi
fi
cation of income and expenses into
fi
ve
categories in the Consolidated statement of comprehensive
income: operating, investing,
fi
nancing, income taxes, and
discontinued operations
Introduction of de
fi
ned subtotals such as operating pro
fi
t.
Enhanced aggregation and disaggregation requirements to
improve comparability and clarity.
Disclosure of management-de
fi
ned performance measures
(MDPMs), promoting transparency around non-GAAP
metrics.
The Group has not early adopted IFRS 18. The standard is
expected to a
ff
ect the presentation and disclosure of the
Group’s
fi
nancial statements but will not impact recognition or
measurement of assets, liabilities, income, or expenses. The
Group is currently assessing the impact of these changes and
will implement necessary updates to its
fi
nancial reporting
systems and processes ahead of the e
ff
ective date.
Impacts of other standards and amendments to standards, and
interpretations of standards, issued but not yet e
ff
ective are not
CONSOLIDATION
The consolidated
fi
nancial statements comprise the
fi
nancial
statements of PetroNor E&P ASA (“the company”, formerly
PetroNor E&P Ltd) and its subsidiaries for the year ended
31 December 2024 (together the Group).
An entity has been assessed as being controlled by the Group
when the Groups is exposed, or has the rights, to variable
returns from its involvement with the entity and has the ability
to a
ff
ect those returns through its power over the entity.
Speci
fi
cally, the Group controls an entity if and only if the Group
has:
Power over the entity (i.e., existing rights that give it the
current ability to direct the relevant activities of the entity)
Exposure, or rights, to variable returns from its involvement
with the entity, and
The ability to use its power over the entity to a
ff
ect its
returns
When the Group has less than a majority of the voting or similar
rights of an entity, the Group considers all relevant facts and
circumstances in assessing whether it has power over an entity,
including:
The contractual arrangement with the other vote holders of
the entity
Rights arising from other contractual arrangements
The Group’s voting rights and potential voting rights
The Group reassesses whether or not it controls an entity if
facts and circumstances indicate that there are changes to
one or more of the three elements of control. Consolidation
of a subsidiary begins when the Group obtains control over
the subsidiary and ceases when the Group loses control of the
subsidiary. Business combinations are accounted for by using
the acquisition method. Assets, liabilities, income and expenses
of a subsidiary acquired or disposed of during the year are
included in the statement of comprehensive income from the
date the Group gains control until the date the Group ceases to
control the subsidiary.
Pro
fi
t or loss and each component of other comprehensive
income (OCI) are attributed to the equity holders of the parent
of the Group and to the non-controlling interests, even if this
results in the non-controlling interests having a de
fi
cit balance.
When necessary, adjustments are made to the
fi
nancial
statements of subsidiaries to bring their accounting policies into
line with the Group’s accounting policies. All intra-group assets
and liabilities, equity, income, expenses and cash
fl
ows relating
to transactions between members of the Group are eliminated
in full on consolidation.
A change in the ownership interest of a subsidiary, without a
loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it:
Derecognises the assets (including goodwill) and liabilities of
the subsidiary
Derecognises the carrying amount of any non-controlling
interests
PETRONOR E&P ASA
ANNUAL REPORT 2024
Consolidated
fi
nancial statements
105
Derecognises the cumulative translation di
ff
erences
recorded in equity
Recognises the fair value of the consideration received
Recognises the fair value of any investment retained
Recognises any surplus or de
fi
cit in pro
fi
t or loss
Reclassi
fi
es the parent’s share of components previously
recognised in OCI to pro
fi
t or loss or retained earnings, as
appropriate, as would be required if the Group had directly
FOREIGN CURRENCY TRANSLATION
The company has applied United States Dollars, being the
functional currency of all major subsidiaries in the Group, as
its presentation currency. Where the functional currencies of
entities within the consolidated group di
ff
er from United States
Dollars, they have been translated into United States Dollars.
The functional currency of PetroNor E&P ASA Group is United
Transactions and balances
Transactions in foreign currencies are initially recorded in the
functional currency by applying the exchange rates ruling at
the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are retranslated at the rate
of exchange ruling at the reporting date and any gains or losses
are recognised in the income statement.
Non-monetary items that are measured in terms of historical
cost in the foreign currency are translated using the exchange
rate as at the date of the initial transaction. Non-monetary
items measured at fair value in a foreign currency are translated
using the exchange rates at the date when the fair value was
determined.
Translation of Group Companies’ functional currency to
presentation currency
On consolidation, the assets and liabilities of foreign operations
are translated into United States Dollars at the rate of
exchange prevailing at the reporting date and their income
and expenditure are translated at exchange rates prevailing
at the dates of the transactions. The exchange di
ff
erences
arising on translation for consolidation are recognised in other
comprehensive income. On disposal of a foreign operation, the
component of other comprehensive income relating to that
particular foreign operation is recognised in pro
fi
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, deposits held
at call with banks, other short-term highly liquid investments
with original maturities of three months or less, and bank
overdrafts. Bank overdrafts are shown within short-term
borrowings in current liabilities on the Statement of Financial
TRADE RECEIVABLES
Trade receivables are amounts due from customers for
goods sold or services performed in the ordinary course of
business. They are generally due for settlement within 30 days
and therefore are all classi
fi
ed as current. Trade receivables
are recognised initially at the amount of consideration that
is unconditional unless they contain signi
fi
cant
fi
nancing
components, when they are recognised at fair value. The
group holds the trade receivables with the objective to collect
the contractual cash
fl
ows and therefore measures them
subsequently at amortised cost using the e
ff
ective interest
TANGIBLE ASSETS
Property, plant and equipment
Oil and gas production assets are aggregated exploration and
evaluation tangible assets and development expenditures
associated with the production of proved reserves.
The cost of development and production assets also includes
the cost of acquisitions and purchases of such assets, directly
attributable overheads and the cost of recognising provisions
for future restoration and decommissioning.
Where major and identi
fi
able parts of the production assets
have di
ff
erent useful lives, they are accounted for as separate
items of property, plant and equipment. Costs of minor repairs
and maintenance are expensed as incurred. Oil and gas
production assets have a
fi
Oil and gas properties are depreciated using the unit-of-
production method. Unit-of production rates are based on 1P
proved reserves, which are oil, gas and other mineral reserves
estimated to be recovered from existing facilities using current
operating methods. Oil and gas volumes are considered
produced once they have been measured through meters at
custody transfer or sales transaction points at the outlet valve
on the
fi
eld storage tank.
Field infrastructure exceeding beyond the life of the
fi
eld is
depreciated over the useful life of the infrastructure using a
straight-line method.
Property, plant and equipment not associated with exploration
and production activities are carried at cost less accumulated
INTANGIBLE ASSETS
Exploration and evaluation activity involves the search for
hydrocarbon resources, the determination of technical
feasibility and the assessment of commercial viability of an
identi
fi
ed resource. For each area of interest, expenditure
incurred in the acquisition of rights to explore and all costs
directly associated with holding the licence such as rental,
training and corporate and social responsibility are capitalised
as exploration and evaluation intangible assets. Signature
bonuses required by licence agreements are capitalised as
exploration and evaluation intangible assets. Other costs
directly associated with the licence are expensed as incurred.
Exploration, evaluation and development expenditure is
recorded at historical cost and allocated to cost pools on an area
of interest.
Expenditure on an area of interest is capitalised and
carried forward where rights to tenure of the area of interest
are current and:
it is expected to be recouped through successful
development and exploitation of the area of interest or
alternatively by its sale; or
exploration and evaluation activities are continuing in
an area of interest but at reporting date have not yet
reached a stage which permits a reasonable assessment
of the existence or otherwise of economically recoverable
reserves.
Consolidated
fi
nancial statements
PETRONOR E&P ASA
ANNUAL REPORT 2024
106
Accumulated costs in respect of areas of interest which are
abandoned are written o
ff
in full against pro
fi
t in the period in
which the decision to abandon the area is made.
Projects are advanced to development status when it is
expected that further expenditure can be recouped through
sale or successful development and exploitation of the area of
interest.
All capitalised costs are subject to commercial and management
review, as well as review for indicators of impairment at least
once a year. This is to con
fi
rm the continued intent to develop
or otherwise extract value from the discovery. When this is no
longer the case, the costs are written o
ff
through the statement
of pro
fi
t or loss and other comprehensive income.
When proved reserves of oil and natural gas are identi
fi
ed
and development is sanctioned by management, the relevant
capitalised expenditure is
fi
rst assessed for impairment and (if
required) any impairment loss is recognised, then the remaining
balance is transferred to oil and gas properties.
Proceeds from disposal or farm-out transactions of intangible
exploration assets are used to reduce the carrying amount of
the assets. When proceeds exceed the carrying amount, the
di
ff
erence is recognised as a gain. When the Group disposes of
its full interests, gains or losses are recognised in accordance
with the policy for recognising gains or losses on sale of plant,
property and equipment.
Generally Intangible assets can be viewed inde
fi
nite as they will
be retained on the balance sheet until impaired or transferred
to oil and gas properties. Certain licence related costs
capitalised as intangible assets are deemed to have a
fi
nite life
and are accreted over the life of the licence area.
Licence related costs capitalised as Intangible assets are
depreciated using the unit-of-production method. Unit-of
production rates are based on 1P proved reserves, which are
oil, gas and other mineral reserves estimated to be recovered
from existing facilities using current operating methods. Oil
and gas volumes are considered produced once they have
been measured through meters at custody transfer or sales
transaction points at the outlet valve on the
fi
Technical goodwill
Technical goodwill recognised in business combinations
is allocated to each CGU for the purposes of impairment
testing. Impairment is tested on an annual basis or when
there are impairment indicators. Indicators may be speci
fi
c
to an individual CGU or groups of CGUs to which the technical
goodwill is related. When conducting impairment testing,
deferred tax recognised in relation to the acquired licences
reduces the net carrying value prior to the impairment charges.
Impairment is recognised if the recoverable amount of the CGU
(or groups of CGUs) to which the technical goodwill relates to is
less than the carrying amount.
REVENUE
(i)
Revenue from petroleum products
Revenue from the sale of crude oil is recognised when a
customer obtains control (“sales” or “lifting” method), normally
this is when title passes at point of delivery. Revenues from
production of oil properties are recognised based on actual
volumes lifted and sold to customers during the period.
(ii)
Other revenue
Under a production sharing contract, where the group is
required to pay pro
fi
t oil tax and royalties on production
of crude oil, such payments are settled in kind (where the
government lift the crude it is entitled to). The Group presents
a gross-up of the pro
fi
t oil tax as an income tax expense with
a corresponding increase in oil and gas revenues and any
associated royalties are included in the cost of sales.
The Group assesses whether it acts as a principal or agent in
each of its revenue arrangements. The Group has concluded
that in all sales transactions it acts as a principal.
(iii)
Variable consideration
If the consideration in a contract includes a variable amount, the
Group recognises this amount as revenue only to the extent that
it is highly probable that a signi
fi
cant reversal will not occur in
the future.
Interest
Interest income is recognised on a time-proportional basis using
the e
ff
ective interest method. This is a method of calculating the
amortised cost of a
fi
nancial asset and allocating the interest
income over the relevant period using the e
ff
ective interest rate,
which is the rate that exactly discounts the estimated future
cash receipts through the expected useful life of the
fi
nancial
asset to the net carrying amount of the
fi
TAXES
The income tax expense or bene
fi
t for the period consists of
two components: current and deferred tax.
The current income tax payable or recoverable is calculated
using the tax rates and legislation that have been enacted or
substantively enacted at year-end in each of the jurisdictions
and includes any adjustments for taxes payable or recovery in
respect of prior periods.
balance sheet liability method based on temporary di
ff
erences
between the carrying value of assets and liabilities for
fi
nancial
reporting purposes and their tax bases. In calculating the
deferred tax assets and liabilities, the tax rates used are those
that have been enacted or substantively enacted by year-end
in each of the jurisdictions and that are expected to apply when
Revenue-based taxes
In addition to corporate income taxes, the Group’s consolidated
fi
nancial statements also include and recognise as income taxes,
other types of taxes on net income such as certain revenue-
based taxes.
Production-sharing arrangements
According to the production-sharing arrangement (PSA)
in certain licences, the share of the pro
fi
t oil to which the
Government is entitled in any calendar year in accordance
with the PSA is deemed to include a portion representing the
corporate income tax imposed upon and due by the Group. This
amount will be paid directly by the government on behalf of the
Group to the appropriate tax authorities.
The income tax expense
The current income tax is calculated using the PSA, paid in
barrels and booked as income tax and also shown as revenue.
Other income tax relates to the gain on disposal of the farm-out
PETRONOR E&P ASA
ANNUAL REPORT 2024
Consolidated
fi
nancial statements
107
DEFINED CONTRIBUTION PENSION PLAN
The Group pays contributions into de
fi
ned contribution plans.
Obligations for contributions to de
fi
ned contribution pension
plans are recognised as an expense in the income statement in
TRADE AND OTHER PAYABLES
Trade and other payables are carried at amortised cost and due
PROVISIONS
Decommissioning liability
A decommissioning liability is recognised when the Group has
a present legal or constructive obligation as a result of past
events, and it is probable that an out
fl
ow of resources will be
required to settle the obligation, and a reliable estimate of the
amount of obligation can be made. A corresponding amount
equivalent to the obligation is also recognised as part of the
cost of the related production plant and equipment. The
amount recognised in the estimated cost of decommissioning,
discounted to its present value. Changes in the estimated
timing of decommissioning or decommissioning cost estimates
are dealt with prospectively by recording an adjustment to
the provision, and a corresponding adjustment to production
plant and equipment. The unwinding of the discount on the
decommissioning liability is included as a
fi
nance cost.
An escrow account is maintained by the operator of the licence
and is governed by a joint operating agreement and the
Congolese Government rules. The Group’s share, paid against
the decommissioning liability until the balance sheet date, is
classi
fi
ed as an advance against decommissioning liability in
SHARE CAPITAL
Contributed equity is recognised at the fair value of the
consideration received by the Group, less any capital raising
costs in relation to the issue.
Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of tax,
DIVIDEND DISTRIBUTION
Dividend distribution to the Company’s shareholders is
recognised as a liability in the Group’s
fi
nancial statements
in the period in which the dividends are declared and
appropriately authorised or approved by the Company’s
Shareholders’ General Meeting. Interim dividends proposed
by the Board of Directors are recognised as liabilities upon
JOINT ARRANGEMENTS
Joint arrangements are arrangements of which two or more
parties have joint control. Joint control is the contractual agreed
sharing of control of the arrangement which exists only when
decisions about the relevant activities require unanimous
consent of the parties sharing control. Control is assessed by
applying the principles under IFRS 10 to determine whether the
Group has joint control . Joint arrangements are classi
fi
ed as
either a joint operation or joint venture, based on the rights and
obligations arising from the contractual obligations between
the parties to the arrangement. Considerations in assessing the
classi
fi
cations would include assessments of control that are
based not just on voting rights but on the extent that the joint
arrangement provides the Company with rights to the individual
assets and obligations arising from the joint arrangement
If the arrangement is classi
fi
ed as a joint operation the Company
recognises its:
Assets, including its share of any assets held jointly;
Liabilities, including its share of any liabilities incurred
jointly;
Revenue from the sale of its share of the output arising from
the joint operation;
Share of revenue from the sale of the output by the joint
operation; and
Expenses, including its share of any expenses incurred
jointly.
A joint arrangement which provides the Company with rights
to the net assets of the arrangement, is classi
fi
ed as a joint
venture and accounted for using the equity method and treated
as an investment . Under the equity method, the cost of the
investment is adjusted by the post-acquisition changes in the
Company’s share of the net assets of the venture.
Where assets are transferred into separate legal entities
concurrent with the entities shares being sold to a third party
thereby resulting in a loss of control of those asset owning
BUSINESS COMBINATIONS AND GOODWILL
Business combinations are accounted for using the acquisition
method.
The cost of an acquisition is measured as the
aggregate of the fair value at the date of exchange of assets
and liabilities acquired. Where a non-controlling interest exists,
the Group elects whether to measure NCI in the acquiree
at fair value or at the proportionate share of the acquiree’s
identi
fi
able net assets. The initial accounting for a business
combination can be changed if new information about the
fair value at the acquisition date is present. The allocation can
be amended within 12 months of the acquisition date. When
the consideration transferred by the Group in a business
combination includes a contingent consideration arrangement,
the contingent consideration is measured at its acquisition-
date fair value and included as part of the consideration
transferred in a business combination. Changes in the fair
value of the contingent consideration is re-measured to fair
value at subsequent reporting dates with changes in fair value
recognised in the income statement.
Goodwill is recognised as the aggregate of the consideration
transferred and the amount of any non-controlling interest
and deducted by the net of the acquisition-date amounts of
the identi
fi
able assets acquired and the liabilities assumed.
Goodwill is not depreciated but is tested at least annually for
impairment. In connection with this, goodwill is allocated to
cash-generating units or groups of cash-generating units that
are expected to bene
fi
t from synergies from the business
combination.
PetroNor recognises a gain/loss on disposal of subsidiary when
Financial statements – PetroNor E&P ASA
PETRONOR E&P ASA
ANNUAL REPORT 2024
108
Company statement of comprehensive income
– PetroNor E&P ASA
Amounts in USD thousand
Note
For the year
ended
31 December
2024
For the year
ended
31 December
2023
Administrative expenses
4/10
(8,633)
(2,927)
Loss
from operations
(8,633)
(2,927)
Finance income/(expense)
12
-
Loss from operations
(8,621)
(2,927)
Foreign exchange gain/(loss)
508
402
Tax expense
-
-
Pro
fi
t/(Loss) for the year
(8,113)
(2,525)
Items that may be reclassi
fi
ed subsequently to pro
fi
t or loss:
Exchange di
ff
erences on translation on foreign operations
-
18
Other Comprehensive income/(loss):
-
18
Total comprehensive income/(loss)
(8,113)
(2,507)
(Loss) for the year attributable to:
Owners of the parent
(8,113)
(2,525)
Total
(8,113)
(2,525)
Total comprehensive income/(loss) attributable to:
Owners of the parent
(8,113)
(2,507)
Total
(8,113)
(2,507)
Loss per share attributable to owners of the parent:
Basic (loss) per share
(5.70)
(1.77)
Diluted (loss) per share
(5.70)
(1.77)
Company statement of
fi
nancial position
– PetroNor E&P ASA
At 31 December
Amounts in USD thousand
Note
As at
31 December
2024
As at
31 December
2023
Assets
Current assets
Other receivables
6
5,517
3,361
Cash and cash equivalents
36,608
9
Total current assets
42,125
3,370
Non-current assets
Other receivables
6
11,691
11,000
Investment in associates
5
-
1
Investments in subsidiaries
5
141,579
141,579
Total non-current assets
153,270
152,580
Total assets
195,395
155,950
Liabilities
Current liabilities
Trade payable
7
865
369
Other payables
7
4,427
12,365
Total current liabilities
5,292
12,734
Non-current liabilities
Loans and borrowings
8
55,000
-
Total non-current liabilities
55,000
-
Total liabilities
60,292
12,734
NET ASSETS
135,103
143,216
Issued capital and reserves attributable to owners of the parent
Share capital
9
159
159
Share premium
9
151,420
151,420
Reserves
(79)
(79)
Retained earnings
(16,397)
(8,284)
TOTAL EQUITY
135,103
143,216
PETRONOR E&P ASA
ANNUAL REPORT 2024
109
Financial statements – PetroNor E&P ASA
Company statement of changes in equity – PetroNor E&P ASA
Amounts in USD thousand
Share
capital
Share
premium
Foreign
currency
translation
reserve
Retained
earnings
Total
For the period ended 31 December 2024
Balance at 1 January 2024
159
151,420
(79)
(8,284)
143,216
Loss for the year
-
-
-
(8,113)
(8,113)
Other comprehensive income:
-
-
-
-
-
Total comprehensive loss for the year
-
-
-
(8,113)
(8,113)
Balance at 31 December 2024
159
151,420
(79)
(16,398)
135,103
For the year ended 31 December 2023
Balance at 1 January 2023
159
151,420
(97)
(5,759)
145,723
Loss for the year
-
-
-
(2,525)
(2,525)
Other comprehensive income:
-
-
18
-
18
Total comprehensive loss for the year
-
-
18
(2,525)
(2,507)
Balance at 31 December 2023
159
151,420
(79)
(8,284)
143,216
Company statement of cash
fl
ows – PetroNor E&P ASA
Amounts in USD thousand
Note
For the year ended
31 December 2024
For the period ended
31 December 2023
Loss for the period
(8,113)
(2,525)
Adjustments for:
Net foreign exchange di
ff
erences
-
18
Interest expense
8
15
-
Total
15
18
Increase in other receivables
(2,846)
(2,584)
Increase in trade and other payables
7,558
5,070
Cash (used in)/generated from operations
(3,386)
(21)
Income taxes paid
-
-
Net cash
fl
ows from operating activities
(3,386)
(21)
Cash
fl
ows from
fi
nancing activities
Proceeds from borrowings
40,000
-
Interest on borrowings
8
(15)
-
Net cash
fl
ows from
fi
nancing activities
39,985
-
Net increase/(decrease) in cash and cash equivalents
36,599
(21)
Cash and cash equivalents at beginning of period
9
30
Cash and cash equivalents at end of period
36,608
9
PETRONOR E&P ASA
ANNUAL REPORT 2024
110
Financial statements – PetroNor E&P ASA
Notes to the
fi
nancial statements – PetroNor E&P ASA
Note 01
Corporate information
PetroNor E&P ASA is a public limited company, incorporated in
Norway.
Registered o
ffi
ce:
Frøyas gate 13
0273 Oslo
Norway
DIRECTORS
The names of Directors in o
ffi
ce during the
fi
nancial period and
until the date of approval of these
fi
nancial statements are as
follows. Directors were in o
ffi
ce for this entire period unless
otherwise stated.
Current members:
Role
Appointed
Resigned
J Iskander
Chair
8 October 2021
-
J Norman-Hansen
Board member
26 January 2023
-
A Georghiou
Board member
20 March 2025
-
A Fawzi
Board member
26 January 2023
20 March 2025
I Tybring-Gjedde
Board member
1 October 2021
1 November 2024
G Kielland
Board member
1 October 2021
1 November 2024
E Alhomouz
Chair
1 October 2021
29 May 2024
The
fi
nancial statements were approved by written resolution of
the board on 28 April 2025.
Note 02
Basis of preparation
PetroNor E&P ASA’s
fi
nancial statements have been prepared in
accordance with IFRS® Accounting Standards as adopted by the
EU and are mandatory for
fi
nancial years beginning on or after
1 January 2024. Additional disclosures required by the Norwegian
Accounting Act are also provided.
The preparation of
fi
nancial statements in conformity with IFRSs
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgments in applying the
Company's accounting policies.
There are no areas involving a high degree of judgment or
complexity.
The
fi
nancial statements have been prepared on the basis of
uniform accounting principles for similar transactions and
events under otherwise similar circumstances.
The
fi
nancial report is presented in US Dollars being the primary
currency for group operations. The Company’s core investments
are operating in the oil and gas industry where the underlying
currency of transactional business is the US Dollar and all
material underlying transactions are USD based.
In previous periods the functional currency was stated to be
NOK but a reassessment concludes that this was incorrect
information. The e
ff
ective functional currency from inception
has been the USD.
Foreign currency transactions are translated at daily exchange
rates. Assets and Liabilities are translated at the rates prevailing
at the balance sheet date.
Note 03
Employee benefit expenses
The company has no employees
PETRONOR E&P ASA
ANNUAL REPORT 2024
111
Financial statements – PetroNor E&P ASA
Note 04
Auditors’ remuneration
Amounts in USD thousand
2024
2023
Audit review of
fi
nancial reports
BDO AS
214
30
BDO Network
fi
rms
-
-
Total
214
30
Other non-assurance services
BDO related practices
-
-
Total
-
-
Paid or payable to other audit
fi
rms
Audit or review of
fi
nancial reports
-
-
Other non-assurance services
-
93
Total
-
123
Note 05
Investments
Amounts in USD thousand
2024
2023
Investment in joint ventures - Aje Production AS
-
1
Investment in subsidiaries
141,579
141,579
Investments at 31 December
141,579
141,580
INVESTMENTS IN SUBSIDIARIES
Investments in subsidiaries are measured at cost. Investments
are assessed for impairment on annual basis, the Company
conducts an impairment test to ensure that the assets are
carried at no more than their recoverable amount. The
Company’s evaluation of the recoverability of its investment
involves assessing both the net assets of subsidiary structure
and the economic value of the future cash
fl
ows arising from
“ Cash Generating Units” CGU’s within the legal subsidiary
structure. Group production and intangible assets are assessed
for indicators of impairment on a periodic basis . Indicators of
impairment would be for example a licence that is approaching
the end of its term or a licence where management have
indicated that there are no plans to continue with exploration
and evaluation, or evaluation work which indicated that an asset
would be uneconomic. The carrying value of production and
intangible assets are assessed against their risked economic
value for indicators of impairment. Two of the key factors in
the economic evaluation of hydrocarbon assets are the future
oil prices and the recoverable reserves of the assets. No assets
were impaired in the period ended 31 December 2024. Refer
to Note 15 of the Group report for further information on the
impairment assessment.
Please refer to note 25 of Group report for full corporate
structure.
The closing balance of investments at 31 December 2024 of
USD 141.6 million (2023: 141.6 million), consists of investments
in subsidiaries and an investment in associate for the joint
venture in Aje Production AS. The Company recognised its 52%
share of the losses within the Aje Production AS joint venture
and thus the USD 1,000 historic investment balance has been
written down to nil at 31 December 2024.
The following table represents the signi
fi
cant subsidiary held by PetroNor E&P ASA:
Name
Ownership share in %
Country of Incorporation
PetroNor E&P Pty Ltd
100
Australia
PETRONOR E&P ASA
ANNUAL REPORT 2024
112
Financial statements – PetroNor E&P ASA
Note 06
Other receivables
Amounts in USD thousand
2024
2023
Other receivables
5,517
3,361
Total
5,517
3,361
Recoverability more than one year
Other receivables
11,691
11,000
Total
11,691
11,000
In 2023, PetroNor transferred 100% of shares in its Aje
subsidiaries to Aje Production AS. The consideration shares
equivalent to USD 10 million have not yet been issued. As a
result, a non-current receivable of USD 10 million has been
recognised. Upon completion, the fair value of the investment
in associate will be recognised. A further USD 1 million has been
recognised which was historically capitalised in the investment.
This balance represents a signature bonus paid by PetroNor E&P
ASA that will subsequently be recovered from the joint venture.
Note 07
Trade and other payables
Amounts in USD thousand
2024
2023
Recoverability less than one year
Trade payables
865
369
Related party payables
3,698
12,111
Other accrued costs
729
254
Total
5,292
12,734
Note 08
Loans and Borrowings
Amounts in USD thousand
2024
2023
Non-current related party loan
55,000
-
Total
55,000
-
On 26 November 2024, PetroNor entered into an intercompany
loan agreement with subsidiary PetroNor E&P Pty Ltd to
advance a maximum aggregate amount of USD 55 million. The
facility converted a pre-existing intercompany payable of USD
15 million and a cash amount of USD 40 million as stipulated in
the intercompany loan agreement. The facility is unsecured and
carries an interest rate of 5.0% per annum payable quarterly.
The loan is repayable upon maturity which is the date falling 3
years from the
fi
rst drawdown date being 9 December 2024.
Non-cash adjustment
The statement of cash
fl
ows includes a non-cash adjustment for
the conversion of the existing intercompany payable of USD 15
million.
PETRONOR E&P ASA
ANNUAL REPORT 2024
113
Financial statements – PetroNor E&P ASA
Note 09
Equity
SHARE CAPITAL
All shares have equal rights and are freely transferable Share capital.
Reconciliation of movement in shares on issue
Number of fully
paid ordinary
shares
2024
Number of fully
paid ordinary
shares
2023
Issue of shares
-
7
Reverse share split
1
-
(1,281,211,695)
Balance at end of the year
142,356,855
142,356,855
Reconciliation of movement in issued capital
2024
2023
Opening balance
159
159
Balance at end of the period
159
159
1
On 16 June 2023 PetroNor announced that the reverse share split in the ratio 10:1 had been registered with the Norwegian Register of Business Enterprises.
Following such registration, the share capital of the Company is NOK 1,423,568.55 divided into 142,356,855 shares, each with a nominal value of NOK 0.01.
EPS has been adjusted by a factor of ten on the face of the Consolidated Income Statement so as to be comparative.
SHARE PREMIUM
Share premium reserve represents excess of subscription value
of the shares over the nominal amount.
2024
2023
Opening balance
71,956
71,956
Balance at end of the period
71,956
71,956
Note 10
Related parties
The remuneration for board members is paid by subsidiary
company PetroNor E&P Services AS, in addition the former
chair Eyas Alhomouz received partial remuneration through
subsidiary company Hemla E&P Congo SA.
Details on the remuneration to individual board members is
included in note 22B in the notes to the consolidated
fi
nancial
statements of PetroNor E&P ASA.
10A. TRANSACTIONS AND PERIOD-END BALANCES WITH RELATED PARTIES
Transactions with related parties included in the statement of comprehensive income:
Amounts in USD thousand
2024
2023
PetroNor E&P Services AS
1,086
227
Administrative expenses
1,086
227
PetroNor E&P Services AS is 100% indirectly controlled entity of PetroNor E&P ASA.
PETRONOR E&P ASA
ANNUAL REPORT 2024
114
Financial statements – PetroNor E&P ASA
Balances due from and due to related parties disclosed in the statement of
fi
nancial position:
Amounts in USD thousand
2024
2023
Other payables:
PetroNor E&P Services AS
3,141
1,000
PetroNor E&P Pty Ltd (Australia)
55,658
11,110
PetroNor E&P Services Ltd (UK)
751
-
Total payables to related parties
59,550
12,110
Amounts in USD thousand
2024
2023
Other receivables:
Aje Production AS and subsidiaries
11,681
11,067
PetroNor E&P Ltd (Cyprus)
11
3
Total receivables from related parties
11,692
11,070
Note 11
Risk management
Please refer to group policy for detail on risk management as
detailed in note 23.
Note 12
Financial instruments
Financial instruments comprise
fi
nancial assets and
fi
nancial
liabilities.
Financial assets consist of bank balances and cash. Financial
liabilities consist of other liabilities.
The fair values of the Company’s
fi
nancial instruments are
not materially di
ff
erent from their carrying amounts at the
reporting date largely due to the short-term maturities of these
instruments.
Measurement of
fi
nancial instruments by categories
The following tables present PetroNor E&P ASA’s classes
of
fi
nancial instruments and their carrying amounts by the
categories as they are de
fi
ned in IFRS 9 Financial instruments.
For
fi
nancial investments, the di
ff
erence between measurement
as de
fi
ned by IFRS 9 categories and measurement at fair value
is immaterial. For trade and other receivables and payables and
cash and cash equivalents, the carrying amounts are considered
a reasonable approximation of fair value.
Amounts in USD thousand
Amortised
cost
Total carrying
amount
At 31 December 2024
Assets
Receivables from subsidiaries
11
11
Trade and other receivables
5,506
5,506
Cash and cash equivalents
36,608
36,608
Total
fi
nancial assets
42,125
42,125
Liabilities
Trade and other payables
742
742
Payables and loans due to subsidiaries
4,550
4,550
Loans payable to subsidiaries
55,000
55,000
Total
fi
nancial liabilities
60,292
60,292
PETRONOR E&P ASA
ANNUAL REPORT 2024
115
Financial statements – PetroNor E&P ASA
Amounts in USD thousand
Amortised
cost
Total carrying
amount
At 31 December 2023
Assets
Receivables from subsidiaries
3
3
Trade and other receivables
14,361
14,361
Cash and cash equivalents
9
9
Total
fi
nancial assets
14,373
14,373
Liabilities
Trade and other payables
624
624
Payables due to subsidiaries
12,110
12,110
Total
fi
nancial liabilities
12,734
12,734
Note 13
Commitments and contingencies
Contingencies
OML 113 Conditional Consideration
As part of the transaction to acquire the interest in OML 113
conditional consideration has been assessed as a potential
contingency to the Group. An additional consideration of USD
0.10 per 1,000 cubic feet of the AJE Natural Gas Sales Volume is
to be paid to Panoro Energy ASA once the conditions stipulated
within the SPA are met. This conditional consideration is capped
at USD 16.67 million.
Økokrim Matter
In December 2021 the National Authority for Investigation
and Prosecution of Economic and Environmental Crime in
Norway (Økokrim) initiated an investigation into allegations of
corruption and, from 2024, allegations of market manipulation,
and brought criminal charges against individuals associated
with the Company. Økokrim has con
fi
rmed that neither
PetroNor nor any of its subsidiaries has been charged. However,
from 2024, PetroNor has been given status as suspect in
relation to the market manipulation investigation, and its
subsidiary, Hemla Africa Holding AS, has been given status as a
suspect in relation to the corruption investigation.
To mitigate potential corporate liability risks, the board has
taken various remediation steps, as outlined in the director’s
report, including obtaining independent legal advice and
implementing a compliance action plan. Despite the ongoing
investigations, the Company has continued to operate
e
ff
ectively but has incurred costs in addressing this issue
and fully cooperating with the investigating authorities.
The Company is not aware of the status or duration of the
investigations into the individuals involved, and the uncertainty
surrounding the outcome could potentially impact the Group’s
ability to conduct transactions with both new and existing
partners.
Note 14
Events after the reporting period
An interim balance sheet as of 9 December 2024 was approved
at an EGM held on 23 January 2025. This enabled the approval
of a shareholder distribution equivalent to 2 NOK per share that
was
fi
nally paid out on 31 January 2025. USD 25.6 million of cash
was used to payout this distribution.
At an EGM held on 20 March 2025, Azza Fawzi stepped down
from the board and was replaced by Andri Georghiou.
Except for the above, the Company has not identi
fi
ed any events
with signi
fi
cant accounting impacts that have occurred between
the end of the reporting period and the date of this report.
On 2 April 2025, PetroNor advised that it had been noti
fi
ed
by the DoJ that they have closed their investigation into the
Company.
PETRONOR E&P ASA
ANNUAL REPORT 2024
116
Financial statements – PetroNor E&P ASA
Note 15
Summary of accounting policies
The following is a summary of the material accounting policies
adopted by the Company in the preparation of the
fi
nancial
statements. The accounting policies have been consistently
applied, unless otherwise stated.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, demand
deposits, other short-term highly liquid investments with
original maturities of three months or less.
TRADE AND OTHER PAYABLES
Trade and other payables are carried at amortised cost and due
to their short-term nature, they are not discounted.
SHARE CAPITAL
Incremental costs directly attributable to the issue of new
shares are shown in equity as a deduction, net of tax, from the
proceeds.
FINANCIAL INSTRUMENTS
(i)
Financial assets
The Group’s
fi
nancial assets predominantly comprise cash and
cash equivalents and trade receivables.
Financial assets are classi
fi
ed, at initial recognition, and
subsequently measured at amortised cost, fair value through
other comprehensive income (OCI), and fair value through pro
fi
t
or loss, as appropriate.
All
fi
nancial assets held by the Group are measured at
amortised cost.
Financial assets at amortised cost are subsequently measured
using the e
ff
ective interest (EIR) method and are subject to
impairment. Gains and losses are recognised in pro
fi
t or loss
when the asset is derecognised, modi
fi
ed or impaired.
Impairment of
fi
nancial assets
The Group recognises an allowance for expected credit losses
(ECLs) for
fi
nancial assets based on the di
ff
erence between the
contractual cash
fl
ows due in accordance with the contract and
all the cash
fl
ows that the Group expects to receive.
For trade receivables and contract assets, the Group applies a
simpli
fi
ed approach in calculating ECLs. Therefore, the Group
does not track changes in credit risk, but instead recognises a
loss allowance based on lifetime ECLs at each reporting date.
The Group has established a provision matrix that is based
on its historical credit-loss experience, adjusted for forward-
looking factors speci
fi
c to the debtors and the economic
environment.
(ii)
Financial liabilities
The Group’s
fi
nancial liabilities mainly comprise interest-bearing
liabilities and trade payables.
Financial liabilities are classi
fi
ed, at initial recognition, as
fi
nancial liabilities at fair value through pro
fi
t or loss,
fi
nancial
liabilities at amortised cost, payables.
All
fi
nancial liabilities are recognised initially at fair value and, in
the case of loans and borrowings and payables, net of directly
attributable transaction costs.
After initial recognition, interest-bearing loans and borrowings
are subsequently measured at amortised cost using the EIR
method. Gains and losses are recognised in pro
fi
t or loss
when the liabilities are derecognised as well as through the EIR
amortisation process.
Amortised cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are an integral
part of the EIR. The EIR amortisation is included as
fi
nance costs
in the statement of pro
fi
t or loss.
PETRONOR E&P ASA
ANNUAL REPORT 2024
117
Financial statements – PetroNor E&P ASA
Statement of directors’ responsibility
Pursuant to the Norwegian Securities Trading Act section 5-5 with pertaining
regulations we hereby con
fi
rm that, to the best of our knowledge, the Group’s
fi
nancial statements for 2024 have been prepared in accordance with IFRS®
Accounting Standards as adopted by the EU and in accordance with the requirements
for additional information provided for by the Norwegian Accounting Act. The
information presented in the
fi
nancial statements gives a true and fair picture of the
Group's liabilities,
fi
nancial position and results viewed in their entirety.
To the best of our knowledge, the Board of Directors' Report gives a true and fair
picture of the development, performance and
fi
nancial position of the business,
and includes a description of the principal risk and uncertainty factors facing the
Group. Additionally, we con
fi
rm to the best of our knowledge that the "Payments to
governments" included in the Directors’ Report has been prepared in accordance with
the requirements in the Norwegian Securities Trading Act Section 5-5a with pertaining
regulations.
28 April 2025
The Board of Directors – PetroNor E&P ASA
Joseph Iskander
Jarle Norman-Hansen
Board Member
Board Member
Andri Georghiou
Board Member
PETRONOR E&P ASA
ANNUAL REPORT 2024
118
Financial statements – PetroNor E&P ASA
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Glossary and de
fi
nitions
Bbl
One barrel of oil, equal to 42 US gallons or 159 litres
Bcf
Billion cubic feet
bopd
Barrels of oil per day
boepd
Barrels of oil equivalent per day
CPR
Competent Person’s Report
GNPC
Gambia National Petroleum Company
Group or PetroNor Group
PetroNor E&P ASA and its subsidiaries
HAH
Hemla Africa Holding AS
HEPCO
Hemla E&P Congo SA
IOR
Improved oil recovery
MMbbl
Million barrels of oil
MMboe
Million barrels of oil equivalent
Mmscfd
Million standard cubic feet per day
NUPRC
Nigerian Upstream Petroleum Regulatory Commission
PEPLA
Petroleum, exploration, development and production licence agreement
PSC
Production sharing contract
SNPC
Société National des Pétroles du Congo
Corporate directory
BOARD MEMBERS
Joseph Iskander
Jarle Norman-Hansen
Andri Georghiou
REGISTERED OFFICE
0273 Oslo
STOCK EXCHANGE LISTING
Oslo Børs
Ticker: PNOR
ISIN: NO0012942525
SHARE REGISTRAR
DNB Bank ASA, Verdipapirservice
Dronning Eufemias gate 30
0191 Oslo
Norway
AUDITORS
BDO AS
Bygdøy allé 2
0257 Oslo
Norway
PETRONOR E&P ASA
ANNUAL REPORT 2024
123
Glossary and de
fi
nitions
PETRONOR E&P ASA
ANNUAL REPORT 2024
124
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