Corporate Governance Statement

Overview

Bridgehampton International Inc. is a Delaware corporation operating as an international, integrated oil and gas company. This statement describes the governance framework adopted for a privately held company. It is based on the Delaware General Corporation Law (DGCL), the Company's Certificate of Incorporation and Bylaws, and governance practices suited to the Company's size, ownership, capital structure, and international risk profile.

This statement does not represent that the Company is listed on a securities exchange or subject to the periodic reporting requirements of the Securities Exchange Act of 1934. Public-company requirements become applicable only after the relevant registration, listing, or contractual trigger.

Principle 1 - Clear foundations for oversight

The Board directs and oversees the Company's business and affairs as provided by DGCL Section 141. The Board reserves decisions concerning strategy, annual budgets, country entry and exit, major acquisitions and dispositions, material financings, material joint ventures, drilling programs above delegated limits, equity issuances, executive appointments, and changes to the governance framework. The Chief Executive Officer manages day-to-day operations within Board-approved delegations.

Principle 2 - An effective Board

Board composition should reflect the Company's need for expertise in oil and gas operations, geology, engineering, reserves, HSE, finance, risk, legal and regulatory matters, cybersecurity, international government relations, community engagement, trading and logistics, and capital markets. The Board assesses independence based on whether a director can exercise objective judgment free from relationships that materially interfere with that judgment. Independence is a governance objective, not a representation of stock-exchange compliance.

Principle 3 - Lawful, ethical, and responsible conduct

The Board has adopted a Code of Business Conduct and Ethics, Anti-Bribery, Corruption and Sanctions Policy, Whistleblower Protection Policy, Insider Trading Policy, and related controls. Material violations, significant investigations, and credible allegations concerning senior leadership must be reported to the Board or an appropriate committee.

Principle 4 - Integrity of corporate reporting

Management is responsible for complete and accurate books, records, financial statements, tax reporting, and operational data. The Audit and Risk Committee oversees accounting policies, financial reporting, external audit, internal controls, reserves and resource disclosures where applicable, and confidential procedures for accounting complaints. The Chief Executive Officer and Chief Financial Officer provide written certifications to the Board before approval of annual financial statements.

Principle 5 - Controlled and accurate disclosure

The Company uses authorized spokespersons and a structured review process for external communications, investor materials, lender reports, reserve statements, sustainability claims, and other potentially material disclosures. Selective disclosure rules applicable to public companies are not currently assumed to apply; however, the Company applies accuracy, confidentiality, and consistency standards designed to support future financing or public-company readiness.

Principle 6 - Stockholder rights and communication

Stockholders receive notices, voting rights, inspection rights, and other protections under the DGCL, the Certificate of Incorporation, Bylaws, and applicable agreements. The Board provides a process for stockholders and interested parties to communicate substantive governance concerns. Nothing in Company policy limits statutory rights under DGCL Section 220 or rights created by a stockholder agreement.

Principle 7 - Risk recognition and management

The Board sets risk appetite and oversees enterprise risk management. Material risks include exploration and reserves uncertainty, drilling and well-control risk, HSE, environmental liabilities, country and political risk, license and concession risk, anti-corruption and sanctions, commodity prices, trading and credit, financing and liquidity, joint ventures, cybersecurity, climate transition, community relations, human rights, supply chains, and business continuity.

Principle 8 - Fair and aligned compensation

Compensation is designed to attract and retain capable leadership, support long-term value creation, discourage excessive risk-taking, and align incentives with safety, compliance, operational, financial, and strategic performance. The Board or Compensation Committee approves executive and director compensation subject to conflicts procedures and applicable agreements.

Evaluation and review

The Board and each standing committee will periodically evaluate their performance, composition, information flow, meeting practices, and effectiveness. The governance framework will be reviewed following material changes in law, ownership, financing, listing status, geographic operations, or business complexity.