Tullow Oil plc (LON:TLW)
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May 1, 2026, 4:38 PM GMT
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AGM 2025

May 22, 2025

Phuthuma Nhleko
Chairman, Tullow Oil

Good morning, ladies and gentlemen, and to those people that are online, and welcome to our 2025 Annual General Meeting. My name is Puthuma Nhleko. I'm the Chairman of the Tullow Board, and as it's now 11:00 A.M., I believe we have a quorum present, and I declare the meeting open. I would like to begin by introducing my fellow directors. Martin Greenslade is the Senior Independent Non-Executive Director and Chairman of the Audit Committee. Mitchell Ingram, on my right, is the Non-Executive Director and Chair of the Safety and Sustainability Committee. Sheila Hammer, on my left, is the Non-Executive Director. Genevieve Sangudi, on my right, is Non-Executive Director and Chairman of the Remuneration Committee. Roald Goethe is Non-Executive Director. Rebecca Wiles, Non-Executive Director. Richard Miller, to my immediate left, is the Chief Financial Officer and is also bearing the responsibility as Acting Interim Chief Executive Officer.

Adam Holland is a Company Secretary, to my right. We also have in our presence and midst today the representative from the auditing firm, Ernst & Young, and the solicitors, Dixon, Minto as well. Welcome to everybody. Before I turn to the formal part of the meeting, I'd like to mention a few housekeeping points. The exits are located on the immediate left as you exit this room, your left. We do not expect any fire alarms tests during this meeting. Of course, as usual, the proceedings today will be recorded. The format for today's meeting is that I will chair the meeting and ask Richard Miller, our CFO and Interim CEO, to provide an update, you know, just to give you a more update on the business. This will then be followed by a Q&A session with the Board of Directors.

Thereafter, we'll move on to the formal part of the meeting as we vote on the resolutions that we have put forward to you. All proxy votes received by post or online ahead of the deadline will be included in the results. All the votes taken today will be taken by a poll rather than a show of hands. It is intended that the results of all the votes will be announced to the London Stock Exchange and the Canadian Stock Exchange and published on the company's website as soon as possible after the conclusion of today's AGM. With that introduction, I'd like to now hand over to Richard for him to undertake the business update.

Richard Miller
CFO and Interim CEO, Tullow Oil

Thank you, Puthuma. Good morning, and thank you for joining us. I'm Richard Miller. I'm the CFO and also Interim CEO. I've been part of Tullow since 2011, and it's been a privilege to have been appointed Interim CEO. The process to secure a permanent CEO is progressing, and we look forward to updating you on this in due course. Today, though, I would like to talk to you about the current momentum that we have within the business, driven by the progress in 2024 and key catalysts already delivered in 2025, leaving a clear set of objectives for the rest of the year. 2024 saw continued deleveraging and the successful extension of our RCF. From an operational perspective, we did see challenges with production at Jubilee in the second half of the year and a reserves write-down. This was driven by three factors.

Firstly, the unsuccessful J69 well, challenges with water injection, and increased water cut on certain wells. We have actions in place to address these issues and are making good progress on these in 2025. We did continue to see top quartile operating and drilling performance and at the same time reducing our emissions by 8%. If I move now on to 2025, during the first quarter, we have delivered a number of key milestones. Firstly, we have delivered the successful branch profits from business tax arbitration result. We have repaid the 2025 notes, and we have agreed Heads of Terms for the sale of our Gabon and Kenya businesses for $300 million and $120 million, respectively. Operationally, we have completed the 4D seismic campaign ahead of schedule and under budget, and we have safely completed the scheduled maintenance shutdown at Jubilee on budget.

As we look at the balance of 2025, we aim to continue this momentum and by delivery of a further set of catalysts. We're seeking to reach resolution of the two remaining tax arbitration claims in Ghana, and we have further extended the RCF, which we have announced today. We are progressing the Gabon transaction to completion following SPA signature on the 13th of May, and proceeds are expected around the middle of the year. We've already received consent from the government of Gabon. Likewise, the Kenya transaction, we are progressing to SPA signature to be shortly followed by completion and receipt of $80 million within 2025. Operationally, yesterday, we restarted drilling in Ghana with two wells expected in 2025 and are progressing enablers to increase our 2P reserve space through resource maturation, utilizing the 4D seismic, artificial gas lift, and license extension.

Most importantly, though, we are progressing our plans to refinance the group's capital structure and position ourselves to create lasting economic and social value for all of our stakeholders. Finally, I would like to reiterate the thanks to our shareholders for their continued support, and I look forward to taking your questions. I will now hand back to Puthuma.

Phuthuma Nhleko
Chairman, Tullow Oil

Thank you, Richard. I mean, hopefully that gives you a good synopsis of the key business matters that were faced during the year. We'd really like to move on to questions at this point on the performance of the business or any other matters you may wish to raise. Just a brief reminder that if you do have questions on any of the individual resolutions, now really is the time to ask those questions. I'll now pass on to our Company Secretary, Adam Holland, who will manage the Q&A process. Thanks.

Adam Holland
Secretary, Tullow Oil

Thank you. Good morning, everyone. My name is Adam Holland, and I'm the Company Secretary at Tullow. This year, as we've done in recent years, we are enabling shareholders to participate remotely via the webcast and accompanying the instructions to shareholders on how to join this meeting online. You will have also received instructions on how to submit questions in writing via the virtual meeting platform, which we're using to host this call. Before asking your question, please give your name and state whether you are a shareholder, proxy, or corporate representative. If you are a proxy or corporate representative, please state your name and the name of the shareholder you are representing. Now is the time to please submit any questions you may have relating to the business of the meeting.

For those participating online, you can send in your question using the Q&A message box function. You can type your question in the box on the right-hand side of your web page and click Send. I will read out any questions for all the other shareholders to hear, and Puthuma, as Chair of the meeting, will then answer or direct your question to one of his fellow directors. If your exact question is not read out by me, it will be because your question asks for the same information as another question that I have already read out. We may not respond to all questions which are unrelated to the business of this meeting, but we will take such questions into consideration as we prepare the half-year results update to be released in August 2025.

With that, if there are any questions in the room, please raise your hand and we will pass a microphone to you. A question there, please. Thank you.

Good morning. I'm a shareholder. My name is Etheridge. I'd like to ask about the situation with regard to the payment for the gas that's been delivered to Ghana. I understand from the update this morning, using my memory, it's about $50 million at the moment outstanding. You've included that number in your forecast for free cash flow this year, and I'm just wondering whether that is tied up with the two arbitrations that are outstanding and whether the government is waiting on those before paying the money as an offset, effectively, as their argument. I'd appreciate an update on that. I think that the gas that the company's been now delivering is becoming more and more important, particularly as the amount of oil coming out of the ground at the moment is decreasing. Hopefully, it will increase with the two drills, et cetera, that are upcoming.

That's my concern as we sit here today. Thank you.

Phuthuma Nhleko
Chairman, Tullow Oil

Thank you. I'll pass that to Richard to maybe just disaggregate the tax issues and the gas issues in response to the shareholder.

Richard Miller
CFO and Interim CEO, Tullow Oil

Sure. Thank you very much for your question. From a gas perspective, as of the end of last year, we had about $50 million outstanding on overdue gas payments. We have received a couple of payments so far this year, but the total balance due has increased because it has not offset what has also been provided during the year. We are working very closely with the government of Ghana and the various agencies to come up with a mechanism whereby we can get reliably paid for gas on a timely basis. We are also separately in conversations with the government around settling the two tax arbitrations. The first arbitration is due to start at the beginning of July. We have a time period between now and sort of mid-June to get those arbitration matters resolved.

We're also progressing conversations with the government of Ghana on a number of different fronts. Being able to supply more gas, which the country is in desperate need of, I think is really important for both parties, but securing payment security is critically important for us.

Adam Holland
Secretary, Tullow Oil

Thank you.

Any other questions in the room, please? All right. Okay. I just have a quick look to see if there are any questions online. Okay. We have no questions online. That concludes the Q&A, and I will now hand back to Puthuma for the formal part of the meeting.

Phuthuma Nhleko
Chairman, Tullow Oil

Thank you, Adam. We now move to the formal business of the AGM. The notice of this Annual General meeting dated 24th March 2025 explains the business to be proposed and voted on today. The notice of meeting and the 2024 annual reports and accounts were made available to all shareholders either electronically or distributed in hard copy or via the notice of availability informing you the documents were available on our website. Accordingly, the requisite notice of the meeting has been given. I propose, therefore, with your consent, the Notice of Meeting should be taken as read. Thank you for that. In accordance with best practice, the directors have once again decided to conduct each vote on the resolution set out in the AGM notice by way of a poll, which provides an opportunity for shareholders who are not present today to vote their shares.

For those attending the meeting online, the voting options will be on your screen. To vote, simply select your voting direction from the options shown on the screen. Your vote has been cast when the check mark appears. If you wish to change your vote, select "Change my vote." If anyone in the room with us who is entitled to vote does not have a poll card, please, can you raise your hand? Okay. Can we arrange that one is got into the lady? Somebody do that?

Yes.

Okay. Good. Please remember that you do not need to complete a poll card if you've already returned a form of proxy, unless you wish to change your vote. As the chair of the meeting, I'll be voting on behalf of all shareholders who have duly appointed the chairperson of the meeting as their proxy, and in accordance with how each shareholder has indicated they wish me to vote on their proxy form. In respect of those proxies where the chairperson of the meeting has been granted discretion as to how to vote in respect of the resolution, I will vote in favor of the resolutions. No surprise. Those completing a poll card should put a cross in one of the boxes marked For, Against, or Withheld in accordance with the way you wish to cast your votes for each resolution.

It should be noted that withheld is not a vote and will not be counted as a vote for or against the resolution. The results of the poll of each of the polls, which will include all votes cast today by the shareholders present in the room and all proxy votes submitted by post or using the online voting facility, will be announced to the London and Ghana Stock Exchanges as soon as they are available, which ought to be no later than 6:00 P.M. this evening. The results will also be posted on the company's website later today, and copies may be obtained at the company's registered office tomorrow. With that, we conclude the business of this meeting, and I thank you very much for all your attendance and declare the meeting.

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