Corporate Governance Guidelines

I. Purpose and hierarchy

These Guidelines provide a flexible framework for the Board. They are subordinate to applicable law, the Certificate of Incorporation, Bylaws, and binding stockholder agreements. If a conflict exists, the controlling legal document prevails and the Secretary will present a conforming amendment to the Board.

II. Board composition and leadership

The Board will determine its size within the Certificate and Bylaws and seek a mix of operational, technical, financial, legal, risk, international, and stakeholder expertise. A majority-independent Board is a governance objective when practical, but no stock-exchange status is implied. The Board will appoint a Chair and may appoint a Lead Independent Director when the Chair is not independent.

III. Director qualifications

Directors should demonstrate integrity, sound judgment, relevant expertise, sufficient time, financial literacy appropriate to their role, commitment to safety and compliance, and ability to challenge constructively. The Nominating and Corporate Governance Committee will maintain a skills matrix and consider diversity of experience, geography, perspective, background, and identity.

IV. Orientation and continuing education

New directors will receive the Certificate, Bylaws, governance policies, organizational and ownership information, strategy, financial position, risk register, insurance, major contracts, permits, country profiles, HSE systems, reserves or resource information, and key legal obligations. Continuing education and operational site visits will be provided as appropriate.

V. Other commitments and changes in circumstances

Directors must notify the Chair before accepting another material board or executive role and promptly disclose a significant change in employment, reputation, independence, conflicts, availability, legal status, or fitness to serve. The Board may request a resignation where continued service is not in the Company's best interests.

VI. Director responsibilities

Directors are expected to prepare for and attend meetings, exercise informed and independent judgment, act in good faith, preserve confidentiality, disclose conflicts, oversee risk, and devote sufficient time. Directors may rely in good faith on qualified officers, employees, committees, and advisers as permitted by DGCL Section 141(e).

VII. Meetings and information

The Board should meet at least quarterly. Materials should be distributed sufficiently in advance, subject to urgent matters and confidentiality. Directors have access to management and may retain independent advisers where reasonably necessary. Executive sessions may be held without management.

VIII. Reserved matters and delegations

The Board will maintain a schedule of reserved matters and a delegated-authority matrix. At minimum, Board approval is required for strategy, annual budget, material country entry, major drilling commitments, acquisitions and dispositions, material financing, equity issuance, material related-party transactions, executive appointments, and fundamental governance changes.

IX. Committees

Standing committees may include Audit and Risk, Compensation, Nominating and Corporate Governance, and Sustainability. Committees act under Board-approved charters and DGCL Section 141(c). Matters legally reserved to the full Board or stockholders may not be delegated.

X. Performance and succession

The Board and committees will periodically evaluate effectiveness, composition, information quality, decision making, follow-through, and succession. The Board will oversee emergency and long-term succession for the CEO and other key roles.

XI. Director compensation and ownership

Director compensation should reflect workload, complexity, market practice, and long-term alignment without compromising independence. Any equity ownership guideline must account for the Company's private status, transfer restrictions, tax considerations, and stockholder agreements.

XII. Conflicts and related-party transactions

Directors and officers must disclose material interests before consideration of a transaction. Disinterested decision makers will evaluate the transaction under DGCL Section 144, fiduciary duties, the Code, and any applicable agreement. The minutes must record disclosure, recusal, information considered, and approval basis.