Petrolia SE

AGM Information • May 29, 2025

PETROLIA SE

(the "Company")

Minutes of the Annual General Meeting of the Company's shareholders held at the Company's registered office at 205, Christodoulou Chatzipavlou Street, Loulloupis Court, 4th floor, office 401, 3036 Limassol, Cyprus, on the 29th day of May 2025 at 12:30 hrs (11:30 CET) (the "Meeting").

Notice and Quorum

IT WAS NOTED THAT the total issued shares in the Company are 59,133,786 of which 59,033,786 are entitled to vote.

IT WAS FURTHER NOTED THAT 7 (seven) shareholders have attended the Meeting through proxies/voting instructions and therefore, representing the 85.96% of the total shares entitled to vote (50,742,636 shares), a quorum of the shareholders was present in accordance with the Company's Articles of Association and that the Meeting could proceed.

The Notice and the Agenda convening the Meeting were taken as read and approved.

Chair

Mr. Polycarpos Protopapas was appointed as a Chair of the Meeting.

ORDINARY BUSINESS:

The following ordinary business was on the agenda.

First item

To receive and consider the Financial Statements of the Company for the year ended 31st December 2024, together with both the Management Report and the Independent Auditor's Report. The Directors (members of the Administrative Organ) of the Company recommend that no dividend be declared;

Ordinary Resolution 1

The Financial Statements of the Company for the year ended 31st December 2024, together with both the Management Report and the Independent Auditor's Report, are hereby approved.

Furthermore, the recommendation of the Directors (members of the Administrative Organ) of the Company that no dividend shall be declared, is hereby approved.

Votes in favour were 50,742,636 (representing 100.00% of the shareholder present) of which 46,829,269 were pre-votes

Second Item

Recommendation from the Nomination Committee of Petrolia SE to the 2025 Annual General Meeting.

Background:

A. The current Nomination Committee was elected at the Annual General Meeting (AGM) held on 31st May 2024 and consists of the following members:

Mr. Robert Arnott (Chair) - Mrs. Tove Kate Larsen (member) - Mr. Andreas Constantinou (member).

B. Mr. Berge Gerdt Larsen, Mr. Polycarpos Protopapas, Mr. George Hadjineophytou and Mr. Sjur Storaas are all retiring from their position as Directors (members of the Administrative Organ) of the Company and in accordance with the Articles of Association of the Company and the terms of their appointment at the last AGM and they are all eligible for re-election.

Recommendation of the Nomination Committee

In the Nomination Committee's recommendation to the Company's Annual General Meeting in 2025, it is noted that all Directors, i.e. Messrs Berge Gerdt Larsen - Chair of the Board - Non Independent Director, Polycarpos Protopapas - Non Independent Director, Mr. Sjur Storaas - Independent Director, as defined by the Company's Articles of Association, and George Hadjineophytou -Independent Director, as defined by the Company's Articles of Association, have expressed their willingness to continue in office and have offered themselves for re-election.

Therefore, the Nomination Committee recommends that the shareholders elect each candidate as follows:

Mr. Berge Gerdt Larsen, Chair of the Board - Non-Independent Director

Mr. George Hadjineophytou, Deputy Chair - Independent Director, as defined by the Company's Articles of Association

Mr. Sjur Storaas, - Independent Director, as defined by the Company's Articles of Association

Mr. Polycarpos Protopapas - Non-Independent Director

The term of office is set to one year, up to the 2026 AGM.

Following a relevant recommendation by the Company's Nomination Committee to consider and, if thought appropriate, to pass the following ordinary resolution for the election of Mr. Berge Gerdt Larsen to the office of Chair of the Board Directors (member of the Administrative Organ) of the Company:

Ordinary Resolution 2

Mr. Berge Gerdt Larsen is re-elected to the office of Director (member of the Administrative Organ of the Company) and to act as Chair of the Board (Administrative Organ) of the Company. Mr. Berge Gerdt Larsen is considered as a Non-Independent Director and his term of office runs until the next Annual General Meeting of the Company in 2026.

Votes in favour were 50,742,636 (representing 100.00% of the shareholders present) of which 46,829,269 were pre-votes.

Third Item

Following a relevant recommendation by the Company's Nomination Committee, to consider and, if thought appropriate, to pass, the following ordinary resolution for the re-appointment and re-election of Mr. George Hadjineophytou to the office of Deputy Chair (member of the Administrative Organ) of the Company:

Ordinary Resolution 3

Mr. George Hadjineophytou is re-elected to the office of Director (member of the Administrative Organ) of the Company and to act as Deputy Chair of the Board. Mr. George Hadjineophytou shall be considered as an Independent Director, as defined by the Company's Articles of Association, (member of the Administrative Organ) of the Company and his term of office runs until the next Annual General Meeting of the Company in 2026.

Votes in favour were 50,742,636 (representing 100.00% of the shareholders present) of which 46,829,269 were pre-votes.

Fourth Item

Following a relevant recommendation by the Company's Nomination Committee, to consider and, if thought appropriate, to pass, the following ordinary resolution for the re-appointment and re-election of Mr. Sjur Storaas to the office of Independent Director, as defined by the Company's Articles of Association, (member of the Administrative Organ) of the Company:

Ordinary Resolution 4

Mr. Sjur Storaas is re-elected to the office of Director (member of the Administrative Organ) of the Company. Mr. Sjur Storaas shall be considered as an Independent Director, as defined by the Company's Articles of Association, (member of the Administrative Organ) of the Company and his term of office runs until the next Annual General Meeting of the Company in 2026.

Votes in favour were 50,742,636 (representing 100.00% of the shareholders present) of which 46,829,269 were pre-votes.

Fifth Item

Following a relevant recommendation by the Company's Nomination Committee, to consider and, if thought appropriate, to pass, the following ordinary resolution for the re-appointment and re-election of Mr. Polycarpos Protopapas to the office of Director (member of the Administrative Organ) of the Company:

Ordinary Resolution 5

Mr. Polycarpos Protopapas is re-elected to the office of Director (member of the Administrative Organ) of the Company. Mr. Polycarpos Protopapas shall be considered as a Non-Independent Director (member of the Administrative Organ) of the Company and his term of office runs until the next Annual General Meeting of the Company in 2026.

Votes in favour were 50,742,636 (representing 100.00% of the shareholders present) of which 46,829,269 were pre-votes.

Sixth Item

To consider and, if thought appropriate, to pass the following ordinary resolution for the appointment of Mr. Robert Arnott, Mrs. Tove Kate Larsen and Mr. Andreas Constantinou as members of the Nomination Committee of the Company:

Ordinary Resolution 6

Mr. Robert Arnott, Mrs. Tove Kate Larsen and Mr. Andreas Constantinou are elected as members of the Nomination Committee.

Votes in favour were 50,742,636 (representing 100.00% of the shareholders present) of which 46,829,269 were pre-votes.

Seventh Item

To consider, and if thought appropriate, to pass the following ordinary resolution for the approval of the remuneration of the eligible Directors (members of the Administrative Organ) of the Company up to today's Annual General Meeting:

Ordinary Resolution 7

The remuneration of the Directors (members of the Administrative Organ) of the Company up to today's Annual General Meeting which is USD 40,000 for each eligible Director (member of the Administrative Organ) is hereby approved.

Furthermore, subject to the approval of special resolution 21, and following the recommendation of the Nomination committee, the Chairman of the Administrative Organ of the Company shall be paid an amount of USD 280,000 as a recognition for his contribution during all the years he was not earning any remuneration.

Votes in favour were 50,742,636 (representing 100.00% of the shareholders present) of which 46,829,269 were pre-votes.

Eighth Item

To consider, and if thought appropriate, to pass the following ordinary resolution for the approval of the remuneration of the eligible Directors (members of the Administrative Organ) of the Company up to the next Annual General Meeting:

Ordinary Resolution 8

The remuneration of the Directors (members of the Administrative Organ) of the Company up to the next Annual General Meeting shall be USD 40,000 for each eligible Director (member of the Administrative Organ) and USD 50,000 for the Chairman of the Administrative Organ), payable quarterly in arrears.

Votes in favour were 50,742,636 (representing 100.00% of the shareholders present) of which 46,829,269 were pre-votes.

Ninth Item

To consider, and if thought appropriate, to pass the following ordinary resolution for the approval of the remuneration of the members of the Audit Committee of the Company up to today's Annual General Meeting:

Ordinary Resolution 9

The remuneration of the members of the Audit Committee of the Company up to today's Annual General Meeting which is USD5,000 for each eligible ordinary member and USD 10,000 for the Chair of the Audit Committee of the Company is hereby approved.

Votes in favour were 50,742,636 (representing 100.00% of the shareholders present) of which 46,829,269 were pre-votes.

Tenth Item

To consider, and if thought appropriate, to pass the following ordinary resolution for the approval of the remuneration of the members of the Audit Committee of the Company up to the next Annual General Meeting:

Ordinary Resolution 10

The remuneration of the ordinary members of the Audit Committee of the Company up to the next Annual General Meeting shall be USD5,000 for each eligible ordinary member, being equal to such members' remuneration for the preceding period. Furthermore, the remuneration of the Chair of the Audit Committee of the Company up to the next Annual Meeting shall be USD12,000 in recognition of the additional work commensurate with the position, being equal to the Chair's of the Audit Committee of the Company remuneration for the preceding period.

Votes in favour were 50,742,636 (representing 100.00% of the shareholders present) of which 46,829,269 were pre-votes.

Eleventh Item

To consider, and if thought appropriate, to pass the following ordinary resolution for the approval of the remuneration of the members of the Nomination Committee of the Company up to today's Annual General Meeting:

Ordinary Resolution 11

The remuneration of the members of the Nomination Committee of the company up to today's Annual General Meeting which is USD 2,000 for each eligible member is hereby approved.

Votes in favour were 50,742,636 (representing 100.00% of the shareholders present) of which 46,829,269 were pre-votes.

Twelfth Item

To consider, and if thought appropriate, to pass the following ordinary resolution for the approval of the remuneration of the members of the Nomination Committee of the Company up to the next Annual General Meeting:

Ordinary Resolution 12

The remuneration of the members of the Nomination Committee of the Company up to the next Annual General Meeting shall be USD2,000 for each eligible member, being equal to such members' remuneration for the preceding period.

Votes in favour were 50,742,636 (representing 100.00% of the shareholders present) of which 46,829,269 were pre-votes.

Thirteenth Item

To consider, and if thought appropriate, to pass the following ordinary resolution for the approval of the remuneration of the members of the Remuneration Committee of the Company up to today's Annual General Meeting.

Ordinary Resolution 13

The remuneration of the members of the Remuneration Committee of the Company up to today's Annual General Meeting which is USD 1,500 for each eligible member is hereby approved.

Votes in favour were 50,742,636 (representing 100.00% of the shareholders present) of which 46,829,269 were pre-votes.

Forteenth Item

To consider, and if thought appropriate, to pass the following ordinary resolution for the approval of the remuneration of the members of the Remuneration Committee of the Company up to the next Annual General Meeting:

Ordinary Resolution 14

The remuneration of the members of the Remuneration Committee of the Company up to the next Annual General Meeting shall be USD 1,500 for each eligible member, being equal to such members' remuneration for the preceding period.

Votes in favour were 50,742,636 (representing 100.00% of the shareholders present) of which 46,829,269 were pre-votes.

Fifteenth Item

To consider, and if thought appropriate, to pass the following ordinary resolution for approving the auditors' remuneration for the year ended 31.12.2024 which was EUR 151,130 plus VAT and a fee of EUR 10,000 plus VAT for other permissible non audit services and for re-appointing the auditors of the Company and fixing their remuneration up to the next Annual General Meeting.

Ordinary Resolution 15

Ernst & Young's Cyprus Limited, being the auditors of the Company, remuneration for the year ended 31.12.2024 which was EUR 151,130 plus VAT and a fee of EUR 10,000 plus VAT for other permissible non audit services us hereby approved.

Furthermore, Ernst & Young Cyprus Limited be and are hereby (re-)appointed as auditors of the Company until the conclusion of the next Annual General Meeting of the Company at which accounts are laid before the shareholders and the Board is herewith authorised to fix the auditors remuneration for 2025.

Votes in favour were 50,742,636 (representing 100.00% of the shareholders present) of which 46,829,269 were pre-votes.

SPECIAL BUSINESS

The following special business was on the agenda. Sixteenth Item

To consider and, if thought appropriate approve the following special resolution for the approval of the Board of Directors' (Administrative Organ's) statement on Corporate Governance, which is part of the Directors' Report for 2024:

Special Resolution 16

The Board of Directors' (Administrative Organ's) statement on Corporate Governance be and is hereby approved.

Votes in favour were 50,742,636 (representing 100.00% of the shareholders present). of which 46,829,269 were pre-votes.

Seventeenth Item

To consider, and, if thought appropriate, to pass the following special resolution for the approval of the indemnity of the Board of Directors (Administrative Organ) and management:

Special Resolution 17

Petrolia SE (the "Company") shall indemnify any person who is or was a party or is threatened to be made a party to any civil, criminal and/or administrative proceedings by reason of the fact that such person is or was a Board Member, Director or Senior Officer of the Company, against any expenses (including attorneys' fees), liability, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding.

Costs, fees and expenses reasonably incurred by such person in case of and during a proceeding as mentioned above, shall be admitted and covered consecutively by the Company.

In case of a conviction or plea of guilty of such a person in a final decision, ruling, judgment, order or settlement following a proceeding as mentioned above, the Company reserves the right to claim regress of any costs, fees, expenses, liabilities, fines, settlements and any other amounts paid in connection with the said proceeding.

No person shall be entitled to indemnification in connection with a proceeding brought by or in the right of the Company in which the Board Member, Director or Senior Officer was adjudged liable to the Company.

Votes in favour were 50,742,636 (representing 100.00% of the shareholders present). of which 46,829,269 were pre-votes.

Eighteenth Item

To consider and, if thought appropriate, to approve the following special resolution for authorising the Board of Directors (Administrative Organ) of the Company, without prejudice to any limitation of the powers of the Board of Directors (Administrative Organ) of the Company as provided by the Cyprus law on public takeover bids, to acquire (buy-back) on behalf and in the name of the Company, some of the Company's own shares within a period of twelve months from the passing of such resolution according to the following terms: a) The total amount of the nominal value of the Company's own shares held by the Company at any time (including the Company's own shares that the Company has already acquired and maintains in a portfolio and any of its own shares having been acquired by any person acting in his/her name but on behalf of the Company) may not exceed ten per cent (10%) of the issued share capital of the Company or twenty five per cent (25%) of the average market value of transactions carried out in the shares of the Company over the last thirty trading days prior to the acquisition of such shares,

whichever amount is the lowest, b) the minimum price for the acquisition of the Company's own shares shall be determined by the Board of Directors (Administrative Organ) of the Company, at its absolute discretion, whereas the maximum price may not exceed by more than five per cent (5%) the average market price of the Company's shares over the last five trading days prior to the relevant acquisition, and c) the Company may not hold any of its own shares for more than two years from the time of their acquisition:

Special Resolution 18

That, without prejudice to any limitation of the powers of the Board of Directors (Administrative Organ) of the Company as provided by the Cyprus law on public takeover bids, the Board of Directors (Administrative Organ) of the Company be and is hereby authorised to acquire (buy-back) on behalf and in the name of the Company some of the Company's own shares within a period of twelve months from the passing of this resolution according to the following terms: a) The total amount of the nominal value of the Company's own shares held by the Company at any time (including the Company's own shares that the Company has already acquired and maintains in a portfolio and any of its own shares having been acquired by any person acting in his/her name but on behalf of the Company) may not exceed ten per cent (10%) of the issued share capital of the Company or twenty-five per cent (25%) of the average market value of transactions carried out in the shares of the Company over the last thirty trading days prior to the acquisition of such shares, whichever amount is the lowest, b) the minimum price for the acquisition of the Company's own shares shall be determined by the Board of Directors (Administrative Organ) of the Company, at its absolute discretion, whereas the maximum price may not exceed by more than five per cent (5%) the average market price of the Company's share over the last five trading days prior to the relevant acquisition, and c) the Company may not hold any of its own shares for more than two years from the time of their acquisition.

Votes in favour were 50,742,636 (representing 100.00% of the shareholders present) of which 46,829,269 were pre-votes.

Nineteenth Item

To consider and, if thought appropriate, after reviewing the relevant Report of the Board of Directors (Administrative Organ) of the Company dated the 8th day of May 2025 that the pre-emption rights granted to the existing shareholders of the Company in relation to any new shares to be issued and for any future public offering(s) and/or private placement(s) and/or allotment to the existing shareholders and new investors and/or conversion(s) of any convertible bonds issued by and/or convertible loans granted to the Company, of up to 13,250,000 shares in the Company of a nominal value of USD 0.10 each, for cash consideration, at a subscription price per share not lower than seventy five per cent (75%) of the average of the volume weighted price of the Company's share in the Oslo Stock Exchange for each of the five trading days prior to the day the subscription price is decided, and/or in exchange for a contribution in kind, in accordance with the terms of a relevant agreement between the Company and such new investors and/or existing shareholders of the Company, pursuant to section 60B of the Companies Law Cap. 113, provided that no issue shall be for a price below the nominal value of the shares, be and are hereby waived until the Annual General Meeting of the Company of the year 2026, but no later than 30 June 2026:

Special Resolution 19

It is hereby resolved that, after having reviewed the relevant Report of the Board of Directors (Administrative Organ) of the Company dated the 8th day of May 2025, the pre-emption rights granted to the existing shareholders of the Company in relation to any new shares to be issued and for any future public offering(s) and/or private placement(s) and/or allotment to the existing shareholders and new investors and/or conversion(s) of any convertible bonds issued by and/or convertible loans granted to the Company, of up to 13,250,000 shares in the Company of a nominal value of USD 0.10 each, for cash consideration, at a subscription price per share not lower than seventy five per cent (75%) of the average of the volume weighted price of the Company's share in the Oslo Stock Exchange for each of the five trading days prior to the day the subscription price is decided, and/or in exchange for a contribution in kind, in accordance with the terms of a relevant agreement between the Company and such new investors and/or existing shareholders of the Company, pursuant to section 60B of the Companies Law Cap. 113, provided that no issue shall be for a price below the nominal value of the shares, be and are hereby waived until the Annual General Meeting of the Company of the year 2026 but no later than 30 June 2026.

Votes in favour were 50,742,636 (representing 100.00% of the shareholder present) of which 46,829,269 were pre-votes.

Twentieth Item

To consider and, if thought, appropriate to approve the following special resolution for authorising the Board of Directors (Administrative Organ) of the Company, without prejudice to any limitation of the powers of the Board of Directors (Administrative Organ) of the Company as provided by the Cyprus law on public takeover bids, to issue and allot until the Company's Annual General Meeting in 2026, but no later than 30 June 2026, and at its discretion, to new investors and/or existing shareholders of the Company up to 13,250,000 shares in the Company of a nominal value of USD 0.10 each, for cash consideration at a subscription price per share not lower than seventy five per cent (75%) of the average of the volume weighted price of the Company's share in the Oslo Stock Exchange for each of the five trading days prior to the day the subscription price per share and provided that no issue shall be for a price below the nominal value of the shares, in accordance with the terms of a relevant agreement between the Company and such new investors and/or existing shareholders of the Company, without applying any pre-emptive rights of the existing shareholders of the Company in relation to the issue and allotment of such new shares in the Company, and for authorising the Board of Directors (Administrative Organ) of the Company to enter into and execute in the name and on behalf of the Company until the Company's Annual General Meeting in 2026, but no later than 30 June 2026:

Special Resolution 20

It is hereby resolved that without prejudice to any limitation of the powers of the Board of Directors (Administrative Organ) of the Company as provided by the Cyprus law on public takeover bids, the Board of Directors (Administrative Organ) of the Company be and is hereby authorized to issue and allot until the Company's Annual General Meeting in 2026, but no later than 30 June 2026, and at its discretion, to new investors and/or existing shareholders of the Company up to 13,250,000 shares in the Company of a nominal value of USD 0.10 each, for cash consideration, at a subscription price per share not lower than seventy five per cent (75%) of the average of the volume weighted price of the Company's share in the Oslo Stock Exchange for each of the five trading days prior to the day the subscription price per share and provided that no issue shall be for a price below the nominal value of the shares, in accordance with the terms of a relevant agreement between the Company and such new investors and/or existing shareholders of the Company, without applying any pre-emptive rights of the existing shareholders of the Company in relation to the issue and allotment of such new shares in the Company, and that the Board of Directors (Administrative Organ) of the Company be and is hereby authorized to enter into and execute until the Company's Annual General Meeting in 2026, but no later than 30 June 2026.

Votes in favour were 50,742,636 (representing 100.00% of the shareholders present) of which 46,829,269 were pre-votes.

Twentyfirst Item

To consider and, if approve a Special Resolution to amend Statute 87 of the Company's Statutes.

Statute 87 currently provides that only Independent Directors are entifled to a remuneration.

The specific Statute currently is as follows:

1. Only Independent Directors shall be entitled to remuneration which shall, from time to time, be determined by the Company in general meeting. Such remuneration shall be deemed to accrue from day to day. The directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meeting of the directors or any committee of the directors or general meeting of the Company or in connection with the business of the Company.

The Nomination Committee acknowledges that non-executive directors, which are nonindependent, spend significant time in exercising their duties and that they should be duly remunerated for their time, in a manner similar to independent directors. In this respect, it is proposed that the words "Only Independent Directors" be replaced with "All Directors", with the revised Statute to read as follows:

1. All Directors shall be entitled to remuneration which shall, from time to time, be determined by the Company in general meeting. Such remuneration shall be deemed to accrue from day to day. The directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meeting of the directors or any committee of the directors or general meeting of the Company or in connection with the business of the Company.

Special Resolution 21

It is hereby resolved that, after having reviewed the relevant recommendation of the Nomination Committee, Statute 87 is amended as follows:

1. The Directors shall be entitled to remuneration which shall, from time to time, be determined by the Company in general meeting. Such remuneration shall be deemed to accrue from day to day. The Directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or general meetings of the Company or in connection with the business of the Company.

Votes in favour were 50,742,636 (representing 100.00% of the shareholders present) of which 46,829,269 were pre-votes.

Conclusion

There being no other business to discuss the meeting came to an end at 13:15 hrs (CET 12:15)

Polycarpos Protopapas Chair of the meeting