THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take you are recommended to seek advice from your solicitor, accountant, stockbroker, bank manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000 who specialises in advising in connection with shares and other securities.

If you have sold or otherwise transferred all of your shares in Energean PLC ("Energean" or the "Company") please send this document, together with the accompanying Form of Proxy, to the purchaser or transferee or to the stockbroker, bank, or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares. If you have sold or transferred part only of your holding in shares in Energean you should retain this document and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

ENERGEAN PLC

(Incorporated in England and Wales with Registered No. 10758801)

Notice of Annual General Meeting

The Notice of the Annual General Meeting of Energean ("AGM"), to be held at the offices of Stifel Nicolaus Europe Limited at 150 Cheapside, London, EC2V 6ET on Thursday 22 May 2025 at 9:00 a.m., is set out on pages 6 to 8 of this document.

The Form of Proxy for use in relation to the AGM is enclosed. Whether or not you propose to attend the AGM, you are requested to complete the Form of Proxy in accordance with the instructions printed thereon and to return it to the Company's Registrar, Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible but in any event, to be valid, your completed proxy instructions must be received no later than 9:00 a.m. on Tuesday 20 May 2025. You can also appoint a proxy and indicate your voting instructions by using the electronic methods set out below.

A summary of the action to be taken by Shareholders is set out in the notes to the Notice of the AGM, set out on pages 13 to 15 of this document. The return of one or more completed Forms of Proxy will not prevent you from attending the AGM and voting in person if you wish to do so (and are so entitled).

DEFINITIONS AND GLOSSARY OF TERMS

The following definitions apply throughout this document unless the context requires otherwise (in addition to the terms defined in the text):

2024 Annual Report	the Company's annual report for the financial year ended 31 December 2024
Act	the Companies Act 2006 (as amended)
AGM or Annual General Meeting	the annual general meeting of the Company for which the notice is set out at the end of this document, or any reconvened meeting following adjournment thereof
Auditors	the Company's auditors, Ernst & Young LLP
Board	the board of Directors of the Company
Company or Energean	Energean PLC
Computershare or Registrar	Computershare Investor Services plc
Directors	the directors of the Company, whose names are set out on page 3
FCA	the Financial Conduct Authority
Form of Proxy	the enclosed form of proxy for use by Shareholders in connection with the AGM
Listing Rules	the Listing Rules of the FCA
Notice or Notice of Meeting	the notice of the Annual General Meeting of Energean, to be held at the offices of Stifel Nicolaus Europe Limited at 150 Cheapside, London, EC2V 6ET on Thursday 22 May 2025 at 9:00 a.m. as set out on pages 6 to 8 of this document
Ordinary Shares	ordinary shares of £0.01 each in the capital of the Company
Resolutions	all resolutions to be put to the Annual General Meeting as set out in the notice of Annual General Meeting on pages 6 to 8 of this document
Shareholder	a holder of Ordinary Shares
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland
£ and p	pounds Sterling and pence Sterling, respectively

All references in this document to laws and regulations are to English laws and regulations, unless otherwise stated, or as the context otherwise requires.

CHAIR'S LETTER

ENERGEAN PLC

(Incorporated in England and Wales with Registered No. 10758801)

Accurist House, 44 Baker Street, London W1U 7AL

Directors:

Karen Simon	Chair
Matthaios Rigas	Chief Executive Officer
Panagiotis Benos	Chief Financial Officer
Andrew Bartlett	Senior Independent Non-Executive Director
Sayma Cox	Independent Non-Executive Director
Martin Houston	Independent Non-Executive Director
Andreas Persianis	Independent Non-Executive Director
Efstathios Topouzoglou	Non-Executive Director
Kimberley Wood	Independent Non-Executive Director
Company Secretary	Eleftheria Kotsana

17 April 2025

Dear Shareholder

Eighth Annual General Meeting of the Company

I am pleased to inform you that the 2025 Annual General Meeting of the Company ("AGM") will be held at the offices of Stifel Nicolaus Europe Limited, at 150 Cheapside, London, EC2V 6ET on Thursday 22 May 2025 at 9:00 a.m. The formal Notice of the AGM and the Resolutions to be proposed are set out on pages 6 to 8 of this document. The purpose of this letter is to provide you with an explanation of the Resolutions to be proposed at the AGM.

All Resolutions apart from Resolutions 17 to 20 are proposed as ordinary resolutions. For each of these to be passed, more than 50 per cent of the votes cast at the meeting must be in favour of the Resolution. Resolutions 17 to 20 are proposed as special resolutions. For each of these to be passed, at least 75 per cent of the votes cast at the meeting must be in favour of the Resolution. Voting on all Resolutions to be proposed at the AGM will be by way of a poll. This ensures that shareholders who are not able to attend the AGM, but who have appointed proxies, will have their votes fully taken into account.

Shareholders are welcome to attend and vote at the AGM in person. The AGM is an opportunity for Shareholders to engage directly with the Board and I hope that you will take the opportunity to do so. Questions can be submitted in advance of the AGM by emailing [email protected] by no later than 9:00 a.m. on Tuesday 20 May 2025. All questions will be considered and, where appropriate, answered either ahead of, or at, the AGM.

If you are unable to attend the AGM on the day to vote in person, you are strongly encouraged to lodge a vote by proxy ahead of the meeting. You are encouraged to appoint the Chair of the meeting as your proxy to exercise all or any of your rights to attend, vote and speak at the AGM by using the Form of Proxy or other methods as further described below and in the notes on pages 13 to 15 of this document.

Any changes to the AGM arrangements will be published on the Company's website at https://www.energean.com/investors and announced through the London Stock Exchange. I would ask that Shareholders monitor the website for any announcements and updates.

Explanatory notes on all the business to be considered at the AGM appear on pages 9 to 12 of this document.

Summary of Resolutions

The resolutions that will be considered at the AGM, justifications for which are explained in the subsequent section and on pages 9 to 12 of this document, are as follows:

Ordinary Resolutions

A resolution to receive the Company's annual accounts for the financial year ended 31 December 2024 together with the Directors' report and the Auditors' report on those accounts (Resolution 1).

An advisory resolution to approve the Directors' Remuneration Report is proposed (Resolution 2). The Directors' Remuneration Report can be found on pages 130 to 143 of the 2024 Annual Report. The Directors' Remuneration Report gives details of the amounts paid or payable to Directors in connection with their performance and the performance of the Company during the year ended 31 December 2024. This Resolution is advisory in nature and will not affect the future remuneration that is paid to any Director.

Resolution 3 seeks to approve a revised Directors' Remuneration Policy (the "Policy"), a copy of which can be found on pages 20 to 28 of this document. A detailed explanation of the proposed changes to the Policy is set out in a letter from Kimberley Wood, Chair of the Remuneration & Talent Committee, on pages 16 to 19 of this document. The Policy sets out the Company's remuneration framework and is intended, if approved at the AGM, to take effect immediately following such approval. No remuneration will be paid or payment for loss of office made to former, current or prospective Directors of the Company unless permitted by the Policy.

Resolution 4 seeks to approve amendments to the rules of the Energean plc 2018 Long-Term Incentive Plan, as shown in the marked-up version of the rules produced to the meeting, and that the Directors be and are authorised to do all acts and things that they consider necessary or expedient to give effect to the amendments.

In accordance with the 2024 UK Corporate Governance Code, all the Directors should be subject to annual reelection. Accordingly, Resolutions 5 to 13 seek the appointment and re-appointment of the Directors. Biographies of each of the Directors can be found on pages 91 to 95 of the 2024 Annual Report.

Resolution 14 recommends the re-appointment of Ernst & Young LLP as auditors to the Company and Resolution 15 proposes that the Directors be authorised to set the remuneration of the auditors on the recommendation of the Audit & Risk Committee.

Resolutions 16, 17 and 18 relate to the Directors' authority to issue shares.

Resolution 16 seeks to renew the Directors' general authority to allot shares. The Investment Association Share Capital Management Guidelines state that an authority to allot up to two thirds of the existing issued share capital should be regarded by shareholders as routine business. The Company has taken authority for the full amount in prior years and seeks to do so again.

Special Resolutions

Resolutions 17 and 18 relate to the ability to issue new shares for cash other than in accordance with statutory pre-emption rights. In November 2022, the Pre-Emption Group updated their Statement of Principles to, amongst other things, support companies seeking authority to issue non-pre-emptively for cash equity securities representing:

(i) no more than 10 per cent of a company's issued share capital for use on an unrestricted basis (as sought by Resolution 17); and
(ii) no more than an additional 10 per cent of a company's issued share capital for use in connection with the financing of an acquisition or specific capital investment that is announced contemporaneously with the issue, or that has taken place in the 12-month period preceding the announcement of the issue and is disclosed in the announcement of the allotment. Such issue can also be used for refinancing, if the authority is to be used within 12 months after the original transaction (as sought by Resolution 18).

In both cases, an additional authority of up to 2 per cent may be sought for the purposes of making a follow-on offer. The Company proposes to request such an authority as part of Resolutions 17 and 18.

In addition, a resolution is proposed to retain a notice period of 14 days for general meetings (other than an annual general meeting, which has a longer notice period) (Resolution 19).

The Company is also seeking authority to make market purchases of its own shares up to an aggregate of 18,428,095 shares (being approximately 10 per cent of the Company's issued share capital on 9 April 2025, being the latest practicable date prior to the publication of this document) (Resolution 20).

Shareholder Consultations

At the annual general meeting held on 23 May 2024, all resolutions passed with high levels of support. However, the resolutions in relation to the Directors' authority to issue shares and to approve a shorter notice period of 14 days for general meetings received less than 80% of the votes in favour. To understand the factors behind these voting outcomes, the Company undertook a shareholder consultation in 2024 as required by the 2018 UK Corporate Governance Code (as was in force at the time).

The Company committed to considering shareholder feedback when recommending resolutions for the 2025 annual general meeting and below I set out our approach and the rationale behind such approach.

General Rationale

The resolutions which were in relation to Directors' authority to issue shares generally allow for flexibility to raise equity finance, quickly, without having to hold a general meeting to get shareholder consent. This is particularly useful when unforeseen events impact the Company/market (e.g. Covid-19) or when opportunities arise (e.g. assists in structuring a takeover/acquisition of another company).

It is worth noting that despite having these authorities in place since IPO, the Company has not used them for anything other than in respect of the Edison transaction in 2019. This demonstrates that the pre-authorisation allowed the Company to move quickly without needing to wait for shareholder consent and that the Company will only raise capital for essential purposes.

The Resolution in relation to the shorter notice period for general meetings allows for meetings to be held on the shortest timetable possible (for maximum flexibility) when shareholder consent is required.

Directors' General Authority to Allot Shares (Resolution 16)

This resolution seeks to renew the Directors' general authority to allot shares and allows the Company to issue shares for the purposes of raising finance for the reasons set out in the previous section.

The authority sought is in line with the guidelines of the Investment Association in the UK, which sets the boundaries for accepted market practice, and recognises that an authority to allot up to two thirds of the issued share capital is regarded as routine business. The Company feels that it is important to maintain this authority as it allows flexibility to raise finance by way of an equity issue when other options, such as bank debt or a bond issuance, may be on less favourable terms and take much longer. Without this shareholder authority, raising finance by way of an equity issuance will not be an option available to the Company.

Disapplication of Pre-emption Rights (Resolutions 17 and 18)

There are a number of circumstances when the Company may wish to issue shares without first offering them to existing shareholders. Essentially, it is for unforeseen and/or opportunistic events and having in place the appropriate authorities gives the Company maximum flexibility to act quickly.

The Company is seeking authority to disapply pre-emption rights to issue one-third of its share capital in exchange for non-cash consideration. This provides the flexibility to be able to offer shares as consideration in an acquisition (public takeover or private acquisition).

Additionally, the Company is seeking authority to disapply pre-emption rights to issue 10 per cent of the share capital for any purpose (Resolution 17) and 10 per cent of the share capital for a specified capital investment or an acquisition (Resolution 18), both of which are in line with the guidelines of the Investment Association in the UK and consistent with the updated Statement of Principles issued by the Pre-Emption Group in November 2022.

Both of these authorities allow for a follow-on offer in a placing of up to 2 per cent in the event that certain shareholders are unable to participate in the original equity issuance e.g. because there are not enough shares to allocate to all shareholders, or shareholders are not quick enough to obtain consents needed to participate. A shareholder can participate in the follow-on offer on the same terms and at the same price as the first placing. This is a shareholder-friendly mechanism, as it allows the Company to maintain relationships with shareholders who may have missed out on the first placing and, in particular, allows retail shareholders access to capital raises.

The Company has committed to follow the updated Pre-emption Guidelines issued by the Pre-Emption Group – this provides shareholders a degree of protection against voting dilution. The Pre-emption Guidelines require companies to follow soft pre-emption rights when raising finance by way of an equity issuance and requires companies to contact their major shareholders to offer them a role within the equity issuance.

Short Notice for General Meetings (Resolution 19)

This resolution provides the Company with the flexibility to act quickly where time is of the essence and shortens the timescales required for seeking shareholder approval. A general meeting may be required in response to unexpected events, so having this authority allows timetables to be condensed. The Company is seeking authority to reduce the notice period to 14 days.

Recommendation

The Directors consider that all the proposed Resolutions to be considered at the AGM are in the best interests of the Company and its Shareholders as a whole. The Directors unanimously recommend that you vote in favour of all the proposed Resolutions, as they intend to do in respect of their own beneficial holdings, which represent approximately 19.96% per cent of the issued share capital on 9 April 2025 (being the latest practicable date prior to the publication of this document).

Action to be taken

Shareholders will find enclosed with this document a Form of Proxy for use in connection with the AGM. Shareholders are requested to complete, sign and return the enclosed Form or Proxy, in accordance with the instructions printed thereon, so as to be received by the Company's Registrar, Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible and, in any event, no later than 9:00 a.m. on Tuesday 20 May 2025. You can also appoint a proxy online and give your voting instructions at www.eproxyappointment.com/login or through CREST. If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for voting and appointing a proxy.

Yours faithfully,

Karen Simon

Chair

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY given that the 2025 Annual General Meeting of the Company will be held at the offices of Stifel Nicolaus Europe Limited at 150 Cheapside, London, EC2V 6ET on Thursday 22 May 2025 at 9:00 a.m.

You will be asked to consider and vote on the Resolutions below. Voting on all Resolutions will be by way of a poll. Resolutions 1 to 16 will be proposed as ordinary resolutions; this means that for each of those ordinary resolutions to be passed, more than 50 per cent of the votes cast must be in favour. Resolutions 17 to 20 will be proposed as special resolutions; this means that for each of those Resolutions to be passed, at least 75 per cent of the votes cast must be in favour.

ORDINARY RESOLUTIONS

Reports and Accounts

To receive and adopt the Company's annual accounts for the financial year ended 31 December 2024 together with the Directors' report and the Auditors' report on those accounts.

Directors' Remuneration Report

To approve the Directors' Remuneration Report set out on pages 130 to 143 of the Company's annual report and accounts for the financial year ended 31 December 2024.

Directors' Remuneration Policy

To approve the Directors' Remuneration Policy set out on pages 20 to 28 of this document, such Policy to take effect from the conclusion of this meeting.

Adoption of Amendments to the Rules of the Energean plc 2018 Long-Term Incentive Plan

To approve the amendments to the rules of the Energean plc 2018 Long-Term Incentive Plan, as shown in the marked-up version of the rules produced to the meeting, and that the Directors be and are authorised to do all acts and things that they consider necessary or expedient to give effect to the amendments.

Appointment and Re-appointment of Directors

1. To re-appoint Ms Karen Simon as a director of the Company.
1. To re-appoint Mr Matthaios Rigas as a director of the Company.
1. To re-appoint Mr Panagiotis Benos as a director of the Company.
1. To re-appoint Mr Andrew Bartlett as a director of the Company.
1. To re-appoint Mr Martin Houston as a director of the Company.
1. To re-appoint Mr Andreas Persianis as a director of the Company.
1. To re-appoint Mr Efstathios Topouzoglou as a director of the Company.
1. To re-appoint Ms Kimberley Wood as a director of the Company.
1. To appoint Mrs Sayma Cox as a director of the Company.

Re-appointment of Auditors

To re-appoint Ernst & Young LLP as auditors of the Company, to hold office from the conclusion of this meeting for a period that may continue until the conclusion of the next general meeting at which the Company's annual report and accounts are laid before the meeting.

Auditors' Remuneration

To authorise the Directors to determine the remuneration of the auditors of the Company on the recommendation of the Audit & Risk Committee.

Authority to allot Ordinary Shares

1. THAT, in accordance with section 551 of the Act, the Directors be generally and unconditionally authorised to allot Relevant Securities (as defined in the notes to this Resolution):
2. a) comprising equity securities (as defined by section 560 of the Act) up to an aggregate nominal amount of £1,227,311.18 (being approximately two-thirds of the nominal value of the Company's current issued share capital), such amount to be reduced by the nominal amount of any Relevant Securities allotted pursuant to the authority in paragraph 16 b) below, in connection with a preemptive offer:
  - i. to holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings; and
  - ii. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

b) in any other case, up to an aggregate nominal amount of £613,655.59 (being approximately one-third of the nominal value of the Company's current issued share capital), such amount to be reduced by the nominal amount of any equity securities allotted pursuant to the authority in paragraph 16 a) above in excess of £613,655.59,

provided that this authority granted by this Resolution shall, unless renewed, varied or revoked by the Company, expire at the conclusion of the next annual general meeting of the Company or at close of business on the date falling 15 months from the date of passing this Resolution, whichever is earlier, save that the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted and the Directors may allot Relevant Securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this Resolution has expired.

This Resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot Relevant Securities but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

SPECIAL RESOLUTIONS

Authority to dis-apply pre-emption rights

1. THAT subject to the passing of Resolution 16, the Directors be generally empowered to allot equity securities (as defined in section 560 of the Act) for cash, either pursuant to the authority conferred by Resolution 16 or by way of a sale of treasury shares, in each case as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to:
2. a) the allotment of equity securities or sale of treasury shares for cash in connection with an offer of equity securities:
  - i. to the holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings; and
  - ii. to the holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

b) the allotment (otherwise than pursuant to paragraph 17 a) above) of equity securities or sale of treasury shares up to an aggregate nominal amount of £184,280.95 (representing no more than 10 per cent of the current issued share capital of the Company); and
c) the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph 17 a) or paragraph 17 b) above) up to a nominal amount equal to 20 per cent of any allotment of equity securities or sale of treasury shares from time to time under paragraph 17 b) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

provided that the power granted by this Resolution will expire at the conclusion of the next annual general meeting of the Company or at close of business on the date falling 15 months from the date of passing this Resolution, whichever is earlier, save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted (or treasury shares to be sold) after such expiry and the Directors may allot equity securities (and sell treasury shares) in pursuance of any such offer or agreement notwithstanding that the power conferred by this Resolution has expired.

This Resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity securities as if section 561(1) of the Act did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities.

1. THAT subject to the passing of Resolution 16 and in addition to any authority granted to the Directors under Resolution 17, the Directors be generally empowered to allot equity securities (as defined in section 560 of the Act) for cash, either pursuant to the authority given by Resolution 16 or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be:
2. a) limited to the allotment of equity securities or sale of treasury shares for cash up to an aggregate nominal amount of £184,280.95 (representing no more than 10 per cent of the current issued share capital of the Company) such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be either an acquisition or a specified capital investment of a kind

contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and

b) limited to the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph 18 a) above) up to a nominal amount equal to 20 per cent of any allotment of equity securities or sale of treasury shares from time to time pursuant to paragraph 18 a) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

Notice of general meetings, other than annual general meetings

THAT any general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.

Purchase of own shares

1. THAT the Company be generally and unconditionally authorised in accordance with section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares of £0.01 each provided that:
2. a) the maximum aggregate number of Ordinary Shares that may be purchased under either market purchases (within the meaning of section 693(4) of the Act) is 18,428,095 (representing 10 per cent of the current issued share capital of the Company);
3. b) the minimum price (excluding expenses) that may be paid for each Ordinary Share is £0.01 (the nominal value thereof); and
4. c) the maximum price (excluding expenses) which may be paid for each Ordinary Share is the higher of:
  - i. 105 per cent of the average market value of an Ordinary Share in the Company, as derived from the middle market quotations for an Ordinary Share on the London Stock Exchange Daily Official List for the five trading days prior to the day the purchase is made; and
  - ii. the value of an Ordinary Share calculated on the basis of the higher of the price quoted for:
    - 1. the last independent trade of; and
    - 1. the highest current bid for,

any number of the Company's Ordinary Shares on the trading venue where the purchase is carried out,

provided that the authority conferred by this Resolution shall expire at the conclusion of the next annual general meeting of the Company or at close of business on the date falling 15 months from the date of passing this Resolution, whichever is earlier, save that the Company may, before the expiry of the authority granted by this Resolution, enter into a contract to purchase Ordinary Shares which will or may be executed wholly or partly after the expiry of such authority.

Dated: 17 April 2025

By order of the Board Eleftheria Kotsana Company Secretary

Registered office: Accurist House, 44 Baker Street, London W1U 7AL

EXPLANATION OF RESOLUTIONS

RESOLUTION 1 – TO RECEIVE AND ADOPT THE REPORT AND ACCOUNTS

The Directors are required to present the accounts, Directors' report and Auditors' report to the meeting. These are contained in the 2024 Annual Report.

RESOLUTION 2 – TO APPROVE THE DIRECTORS' REMUNERATION REPORT

The Directors' Remuneration Report for the year ended 31 December 2024, a copy of which can be found on pages 130 to 143 in the 2024 Annual Report, is submitted for approval by the Shareholders. The report gives details of the Directors' remuneration for the year ended 31 December 2024. The Auditors have audited those parts of the Directors' Remuneration Report capable of being audited. Resolution 2 is an advisory vote.

RESOLUTION 3 – TO APPROVE THE DIRECTORS' REMUNERATION POLICY

The revised Directors' Remuneration Policy, a copy of which can be found on pages 20 to 28 of this document, is submitted for approval by the Shareholders. A detailed explanation of the proposed changes to the Policy is set out in a letter from Kimberley Wood, Chair of the Remuneration & Talent Committee, on pages 16 to 19 of this document. The Policy sets out the Company's remuneration framework and is intended to take effect immediately following its approval at the AGM. No remuneration will be paid or payment for loss of office made to former, current or prospective directors of the Company unless permitted by the Policy.

RESOLUTION 4 – TO APPROVE THE ADOPTION OF AMENDMENTS TO THE RULES OF THE ENERGEAN PLC 2018 LONG-TERM INCENTIVE PLAN

This Resolution is to amend the rules of the Energean plc 2018 Long-Term Incentive Plan (the "LTIP") in line with the revised Directors' Remuneration Policy.

Under the existing rules of the LTIP, awards may be granted in respect of a financial year to an eligible employee (including an Executive Director) over shares with a value of up to 200% of salary (excluding Recruitment Awards). Resolution 4 proposes the approval of an amendment to these rules to increase this limit to 300% of salary. This amendment will align the terms of the LTIP with the new Directors' Remuneration Policy for which approval is sought as referred to in respect of Resolution 3.

The rules of the LTIP marked up to show the proposed amendment will be available for inspection at the place of the Annual General Meeting for at least 15 minutes before and during the meeting and on the National Storage Mechanism from the date of this Notice.

RESOLUTIONS 5 TO 13 – APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS

In accordance with the recommendations of the 2024 UK Corporate Governance Code, the Directors appointed at last year's annual general meeting will offer themselves for re-appointment by the Shareholders at the AGM. Resolutions 5 to 12 seek such re-appointments.

Additionally, in accordance with the Company's articles of association, a director appointed by the Board since the last annual general meeting is required to retire and may then be considered for election. The Director appointed since the last annual general meeting is seeking election through Resolution 13.

The Board has reviewed the role of each of the Directors and remains satisfied that each of the Directors continues to be fully competent to carry out their responsibilities as a member of the Board and that each such Director's performance continues to be effective and demonstrates commitment to the role. Biographies of each of the Directors can be found on pages 91 to 95 of the 2024 Annual Report.

RESOLUTION 14 – RE-APPOINTMENT OF AUDITORS

The Company is required at each general meeting at which the Company's annual report and accounts for the previous financial year are presented to appoint auditors to hold office until the next such meeting. Accordingly, the Board, on the recommendation of the Audit & Risk Committee, recommends to Shareholders the reappointment of Ernst & Young LLP as the Company's auditors.

RESOLUTION 15 – AUDITORS' REMUNERATION

This Resolution, which is conditional on the passing of Resolution 14, seeks Shareholder consent for the Directors to set the remuneration of the auditors of the Company on the recommendation of the Audit & Risk Committee.

RESOLUTION 16 – AUTHORITY TO ALLOT ORDINARY SHARES

The Company's Directors may only allot Ordinary Shares or grant rights over Ordinary Shares if authorised to do so by the Shareholders. The authority granted at the general meeting of the Company held on 23 May 2024 under section 551 of the Act to allot relevant securities is due to expire at the conclusion of this AGM. Accordingly, this Resolution seeks to renew the Directors' authority to allot Relevant Securities in accordance with section 551 of the Act.

If passed, the Resolution will authorise Directors to allot: (i) in relation to a pre-emptive offer, equity securities (as

defined by section 560 of the Act) up to a maximum nominal amount of £1,227,311.18 which represents approximately two thirds of the Company's issued Ordinary Shares (excluding treasury shares) as at 9 April 2025 (the latest practicable date prior to the date of this document). This maximum is reduced by the nominal amount of any Relevant Securities allotted under the authority set out in paragraph 17 b); and (ii) in any other case, Relevant Securities up to a maximum nominal amount of £613,655.59 which represents approximately one third of the Company's issued Ordinary Shares (excluding treasury shares) as at 9 April 2025 (the latest practicable date prior to the date of this document). This maximum is reduced by the nominal amount of any equity securities allotted under the authority set out in paragraph 17 a) in excess of £613,655.59.

The maximum nominal amount of Relevant Securities (including equity securities) that may be allotted under this Resolution is £1,227,311.18.

As at close of business on 9 April 2025 (the latest practicable date prior to the date of this document), the Company did not hold any treasury shares.

The authority granted by this Resolution will expire at the conclusion of the next annual general meeting of the Company or at close of business on the date falling 15 months from the date of passing this Resolution, whichever is earlier.

The Directors have no present intention of exercising the authority granted by this Resolution, but the authority provides the flexibility to allow them to do so in the future. The Directors would not exercise the authority unless they believed that the expected effect would promote the success of the Company for the benefit of its Shareholders as a whole.

In this Resolution, Relevant Securities means:

a) shares in the Company, other than shares allotted pursuant to:
- a. an employee share scheme (as defined in section 1166 of the Act);
- b. a right to subscribe for shares in the Company where the grant of the right itself constitutes a Relevant Security; or
- c. a right to convert securities into shares in the Company where the grant of the right itself constitutes a Relevant Security; and
b) any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe or convert any security into shares allotted pursuant to an employee share scheme (as defined in section 1166 of the Act). References to the allotment of Relevant Securities in this Resolution include the grant of such rights.

At the annual general meeting held on 23 May 2024, the equivalent resolution to Resolution 16 (being Resolution 15 in 2024), received less than 80% of the votes in favour, and a shareholder consultation was undertaken as required by the 2018 UK Corporate Governance Code (as was in force at the time). A summary of the views heard during the shareholder consultation is published on the Company's website at https://www.energean.com/media/5937/shareholder-consultation-response-2024.pdf.

The Investment Association Share Capital Management Guidelines state that an authority to allot up to two thirds of the existing issued share capital should be regarded by shareholders as routine business, and pre-emption rights will apply on issuance, save for the disapplication of such pre-emption rights as sought by Resolutions 17 and 18. The Directors believe that it is important to have the flexibility to allot shares under a general authority for the reasons set out in the Chair's letter on pages 3 to 5 of this document.

RESOLUTIONS 17 AND 18 – TO AUTHORISE DIRECTORS TO DIS-APPLY PRE-EMPTION RIGHTS

Resolutions 17 and 18 are to approve the disapplication of pre-emption rights. Section 561(1) of the Act provides that if the Directors wish to allot any equity securities or sell any treasury shares (if it holds any), for cash, they must first offer them to existing shareholders in proportion to their existing shareholdings. Section 561 does not apply to allotments of equity securities made in connection with an employee share scheme.

Resolution 17 will, if passed, give the Directors power, pursuant to the authority to allot granted by Resolution 16, to allot equity securities (as defined by section 560 of the Act) or sell treasury shares for cash without first offering them to existing Shareholders in proportion to their existing holdings: (a) in relation to pre-emptive offers and offers to holders of other equity securities if required by the rights of those securities or as the Directors otherwise consider necessary, up to a maximum nominal amount of £613,655.59 which represents approximately one third and, in relation to pre-emptive offers only, up to a maximum additional amount of £613,655.59 which represents approximately a further one third of the Company's issued Ordinary Shares (excluding treasury shares) as at 9 April 2025 (the latest practicable date prior to the date of this document); (b) in any other case, up to a maximum nominal amount of £184,280.95 which represents approximately 10 per cent of the Company's issued Ordinary Shares (excluding treasury shares) as at 9 April 2025 (the latest practicable date prior to the date of this document); and (c) up to an aggregate nominal amount equal to 20 per cent of any allotments or sales under Resolution 17 b) in relation to a follow-on offer which the Directors of the Company determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice.

The Board considers the authority in Resolution 17 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emption provisions. Resolution 17 is consistent with the guidance issued by the Pre-Emption Group.

Resolution 18 will, if passed, give the Directors further power, pursuant to the authority to allot granted by Resolution 16, to allot equity securities or sell treasury shares for cash without first offering them to existing Shareholders in proportion to their existing holdings for transactions which the Directors determine to be an acquisition or specified capital investment defined by the Pre-Emption Group's Statement of Principles, up to a further total amount of £184,280.95 which represents approximately 10 per cent of the Company's issued Ordinary Shares (excluding treasury shares) as at 9 April 2025 (the latest practicable date prior to the date of this document).

Resolution 18 follows from Resolution 17 and, if approved, Resolution 18 would give the Directors of the Company an additional authority to issue ordinary shares, or sell treasury shares, for cash in connection with an acquisition or capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles up to an additional aggregate nominal amount of £184,280.95 (being equal to 10 per cent of the issued ordinary share capital of the Company as at the latest practicable date prior to the publication of the notice of the meeting) without first offering them to existing shareholders in proportion to their existing shareholdings.

This Resolution will allow the Directors to allot shares only in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding 12-month period and is disclosed in the announcement of the issue. Resolution 18 also provides for a further authority of up to an aggregate nominal amount equal to 20 per cent of any allotments or sales under Resolution 18 a) to be used only for the purposes of making a follow-on offer of a kind contemplated by paragraph 3 of Section 2B of the Pre-Emption Group Statement of Principles.

The Board considers the authorities in Resolution 18 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a rights issue or other pre-emptive offer without the need to comply with the strict requirements of the statutory pre-emption provisions. Resolution 18 is consistent with the guidance issued by the Pre-Emption Group. This power is being sought in order to give the Company the flexibility to raise funds in the future should it choose to do so.

Resolutions 17 and 18 have been separated in accordance with the guidance issued by the Pre- Emption Group. If the Company makes a non-pre-emptive issue of ordinary shares for cash using the power conferred by Resolution 17 or 18 above, the Board confirms that the Company will comply with the shareholder protections contained in Part 2B of the Pre-Emption Group's Statement of Principles regarding how such an issue should be carried out. Among other things, the Board will give due consideration to the possibility of giving retail investors and other existing investors who are not allocated shares an opportunity to subscribe for ordinary shares at a similar price. Resolution 17 c) and Resolution 18 b) are intended to enable the Company to do this by making a follow-on offer to such investors, as described above.

These authorities will expire at the conclusion of the next annual general meeting of the Company or at close of business on the date falling 15 months from the date of passing this Resolution, whichever is earlier. It is the intention of the Directors to seek to renew these authorities every year and these Resolutions will revoke and replace the power granted by Shareholders at last year's annual general meeting.

At the annual general meeting held on 23 May 2024, the equivalent resolutions to Resolutions 17 and 18 (being Resolutions 16 and 17 in 2024), received less than 80% of the votes in favour and a shareholder consultation was undertaken as required by the 2018 UK Corporate Governance Code (as was in force at the time) . A summary of the views heard during the shareholder consultation is published on the Company's website at https://www.energean.com/media/5937/shareholder-consultation-response-2024.pdf.

The Company was an early adopter of the updated Statement of Principles issued by the Pre-Emption Group in November 2022 and current trends indicate that increasingly, companies are requesting, and obtaining, approval for the maximum authority allowed by the Statement of Principles. The Directors believe that it is important to have the flexibility of the maximum authority for the reasons set out in the Chair's letter on pages 3 to 5 of this document.

RESOLUTION 19 – NOTICE OF GENERAL MEETINGS OTHER THAN ANNUAL GENERAL MEETINGS

Under the Act, the notice period required for all general meetings of the Company is 21 clear days. Annual general meetings will always be held on at least 21 clear days' notice but Shareholders can approve a shorter notice period for other general meetings.

This Resolution would, if passed, allow the Company flexibility to call general meetings, other than annual general meetings, on not less than 14 clear days' notice. The approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.

At the annual general meeting held on 23 May 2024, the equivalent resolution to Resolution 19 (being Resolution

18 in 2024), received less than 80% of the votes in favour and a shareholder consultation was undertaken as required by the 2018 UK Corporate Governance Code (as was in force at the time). A summary of the views heard during the shareholder consultation is published on the Company's website at

https://www.energean.com/media/5937/shareholder-consultation-response-2024.pdf.

The Directors believe that it is important to have the flexibility of the shorter time period to call general meetings for the reasons set out in the Chair's letter on pages 3 to 5 of this document.

RESOLUTION 20 – TO APPROVE THE PURCHASE OF THE COMPANY'S OWN SHARES

This resolution seeks authority for the Company to make market purchases of its own Ordinary Shares and is proposed as a special resolution. If passed, the resolution gives authority for the Company to purchase up to 18,428,095 of its Ordinary Shares, representing just under 10 per cent of the Company's issued Ordinary Share capital (excluding treasury shares) as at 9 April 2025 (the latest practicable date prior to the date of this document).

The resolution specifies the minimum and maximum prices which may be paid for any Ordinary Shares purchased under this authority. The authority will expire at the conclusion of the next annual general meeting of the Company or on the date falling 15 months from the date of passing this Resolution, whichever is earlier.

The Directors do not currently have any intention of exercising the authority granted by this Resolution. The Directors will only exercise the authority to purchase Ordinary Shares where they consider that such purchases will be in the best interests of Shareholders generally and will result in an increase in earnings per Ordinary Share.

The Company may either cancel any shares it purchases under this authority or transfer them into treasury (and subsequently sell or transfer them out of treasury or cancel them).

The Board confirms that, in its opinion, all of the proposed Resolutions are in the best interests of the Shareholders of the Company as a whole and unanimously recommends that Shareholders vote in favour of them.

Notes:

1. Voting on all Resolutions will be conducted by way of a poll rather than a show of hands. In a poll, each Shareholder has one vote for every share held. This is a more equitable method of voting as Shareholders' votes are counted according to the number of shares registered in their names. On arrival at the AGM all those entitled to vote will be required to register and collect a poll card. It is advisable to have some form of identification with you as you may be asked to provide evidence of your identity to the Company's Registrar, Computershare Investor Services plc, prior to being admitted to the AGM. As soon as practicable following the meeting, the results of the voting will be announced via a regulatory information service and published on the Company's website.
1. Only those Shareholders registered in the Company's register of members at:
2. (a) 6:00 p.m. on Tuesday 20 May 2025; or (a)
3. (b) if this meeting is adjourned, at 6:00 p.m. on the day two days prior to the adjourned meeting, (b)

shall be entitled to vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the meeting.

1. Every member entitled to attend and vote at the AGM has the right to appoint some other person(s) of their choice, who need not be a Shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. A proxy need not be a member of the Company but must attend the meeting for the member's vote to be counted. A member may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member.
1. A Form of Proxy is provided with this Notice. Amended instructions must also be received by the Registrar by the deadline for receipt of Forms of Proxy.
1. If the Chair of the AGM, as your proxy, is being appointed in relation to less than your full voting entitlement, please enter in the box next to the Chair's name the number of Ordinary Shares in relation to which they are authorised to act as your proxy. If left blank the Chair will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a Shareholder, the full voting entitlement for that designated account).
1. In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
1. To be effective, the Form of Proxy and any power of attorney or other authority under which it is signed (or a notarially certified copy of such authority) must be deposited with the Company's Registrar, by post or by hand to: Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, not less than 48 hours before the time appointed for the AGM or any adjourned AGM.
1. As an alternative to appointing a proxy using the Form of Proxy (or CREST under Notes 12-15 below), members can appoint a proxy online at: www.eproxyappointment.com/login. In order to appoint a proxy using this website, members will need their Control Number, Shareholder Reference Number and PIN. This information is printed on the Form of Proxy. If for any reason a member does not have this information, they will need to contact the Registrar by telephone on +44 (0) 370 703 6098 or by logging on to www.investorcentre.co.uk/contactus.
1. To be effective, the electronic appointment of a proxy for the meeting and any power of attorney or other authority under which the proxy appointment is made must be received by the Registrar not less than 48 hours before the time appointed for the AGM or any adjourned AGM or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used.
1. Any person receiving a copy of this Notice as a person nominated by a member to enjoy information rights under section 146 of the Act (a Nominated Person) should note that the provisions in this Notice concerning the appointment of a proxy to attend the meeting in place of a member, do not apply to a Nominated Person as only Shareholders have the right to appoint a proxy. However, a Nominated Person may have a right under an agreement between the Nominated Person and the member by whom he or she was nominated to be appointed, or to have someone else appointed, as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may have a right under such an agreement to give instructions to the member as to the exercise of voting rights at the meeting.
1. Pursuant to regulation 41(1) of the Uncertificated Securities Regulations 2001 (2001 No. 3755) (as amended) and for the purposes of section 360B of the Act, the Company has specified that only those members registered on the register of members of the Company at 6:00 p.m. on Tuesday 20 May 2025 or if the meeting is adjourned, on the day which is two days prior to the time of the adjourned meeting shall be entitled to attend and vote at the AGM in respect of the number of Ordinary Shares registered in their name at that time. Changes to the register of members after 6:00 p.m. on Tuesday 20 May 2025 shall be disregarded in determining the rights of any person to attend and vote at the AGM.
1. CREST members who wish to appoint the Chair as their proxy through the CREST electronic proxy appointment service may do so for the AGM to be held on Thursday 22 May 2025 and any adjournment(s) thereof by using the procedures described in the CREST Manual (available via www.euroclear.com/CREST). CREST personal members or other CREST sponsored members and those CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Registrar (ID number 3RA50) by the latest time(s) for receipt of proxy appointments, together with any power of attorney or other authority under which it is sent. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com/CREST).
1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended). For further information relating to the CREST proxy system, please refer to the CREST Manual.
1. A corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member (provided, in the case of multiple corporate representatives of the same corporate shareholder, they are appointed in respect of different shares owned by the corporate shareholder or if they are appointed in respect of those same shares, they vote those shares in the same way). Corporate shareholders can also appoint a proxy in accordance with Notes 3-9 and, if relevant, Note 10 above. Please note, however, that if multiple corporate representatives purport to vote the same block of shares in different ways, they will be treated as not having voted.
1. Shareholders may change proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the cut- off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

1. If the Chair, as a result of any proxy appointments, is given discretion as to how the votes the subject of those proxies are cast and the voting rights in respect of those discretionary proxies, when added to the interests in the Company's securities already held by the Chair, result in the Chair holding such number of voting rights that they have a notifiable obligation under the Disclosure Guidance and Transparency Rules, the Chair will make the necessary notifications to the Company and the Financial Conduct Authority. As a result, any member holding 3 per cent or more of the voting rights in the Company who grants the Chair a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under the Disclosure Guidance and Transparency Rules, need not make a separate notification to the Company and the Financial Conduct Authority.
1. Any Shareholder attending the AGM has the right to ask questions relating to the business being dealt with at the AGM. However, members should note that no answer need be given in the following circumstances:
2. (i) if to do so would interfere unduly with the preparation of the AGM or would involve a disclosure of confidential information;
3. (ii) if the answer has already been given on a website in the form of an answer to a question; or
4. (iii) if it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.
1. As at 9 April 2025, being the latest practicable date before the publication of this Notice, the Company's issued capital consisted of 184,280,959 Ordinary Shares carrying one vote each. Therefore, the total voting rights in the Company as at 9 April 2025 are 184,280,959 Ordinary Shares.
1. This Notice, together with information about the total numbers of shares in the Company in respect of which members are entitled to exercise voting rights at the meeting as at 9 April 2025, being the latest practicable date before the publication of this Notice, and, if applicable, any members' matters of business received after the publication of this Notice, can be found on the Company's website at http://www.energean.com.
1. Shareholders are advised that, unless otherwise stated, any telephone number, website and email address set out in this Notice, the Form of Proxy, or Chair's letter should not be used to communicate with the Company (including the service of documents or information relating to the proceedings at the AGM). Shareholders who have general queries about the meeting should email [email protected] (no other methods of communication will be accepted).
1. Under section 527 of the Act, Shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act. The Company may not require the Shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website.
1. A Shareholder wishing to request publication of a statement under note 23 above must send the request to the Company using one of the following methods:
2. (i) by email to [email protected] and to be confirmed in writing to the registered office address; or
3. (ii) by letter marked for the attention of Eleftheria Kotsana addressed to the registered office address
1. The following documents will be available for inspection upon request at the Company's registered office during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this Notice up to and including the date of the AGM and at the place of the AGM for 15 minutes prior to and during the meeting:
2. (i) rules of the Long-Term Incentive Plan;
3. (ii) copies of service contracts of the executive directors of the Company; and
4. (iii) a copy of the terms of appointment of the non-executive directors of the Company.
1. Other information required by section 311A of the Act can be found in the copy of the 2024 Annual Report which is available, together with this Notice, at www.energean.com.

27. Directors' shareholdings

The Directors' holdings as at 9 April 2025 (the latest practicable date prior to the publication of this document) are shown in the table below:

Director	Shares owned outright	Interests in share incentive schemes, subject to performance conditions	Interests in share incentive schemes, subject to employment	Interests in share incentive schemes, subject to holding periods
		LTIP	DBP	LTIP
Matthaios Rigas	15,837,084	492,275	40,330	189,096
Panagiotis Benos	3,951,112	393,820	32,264	150,157
Karen Simon	282,072	-	-	-
Andrew Bartlett	5,554	-	-	-
Sayma Cox	0	-	-	-
Martin Houston	20,500	-	-	-
Andreas Persianis	10,000	-	-	-
Efstathios Topouzoglou	16,677,249	-	-	-
Kimberley Wood	0	-	-	-

28. Substantial shareholdings

As at 9 April 2025 (being the latest practicable date prior to publication of this document), the Company had received notifications in accordance with the FCA's Disclosure and Transparency Rule 5.1.2 of the following interests of 3% or more in the voting rights of the Company. The per cent. of Issued Share Capital was calculated as at the date of the relevant disclosures:

1 Shareholder	Number of Shares	Number of Voting Rights	% of Issued Share Capital	Date of Notification
Efstathios Topouzoglou	16,677,249	16,677,249 (indirect)	9.050%	8 Apr 2025
Trustena GmbH2	16,278,599	16,278,599 (indirect)	8.872%	7 Feb 2024
Oilco Investments Limited3	16,278,599	16,278,599 (direct)	8.872%	7 Feb 2024
Matthaios Rigas4	14,854,444	14,854,444 (indirect)	8.34%	12 Sep 2022
Growthy Holdings Co. Limited5	13,948,260	13,948,260 (direct)	7.83%	12 Sep 2022
Clal Insurance Company Limited	13,599,003	283,577 (direct) 13,315,426 (indirect)	7.68%	19 Mar 2021
Harel Insurance Investments & Financial Services Ltd.	9,317,983	9,317,983 (indirect)	5.26%	23 Nov 2023
The Phoenix Holdings Ltd.	8,968,710	8,968,710 (indirect)	5.06%	7 Mar 2022
Aggregate of abrdn plc affiliated investment management entities with delegated voting rights on behalf of multiple managed portfolios6	6,640,126	6,640,126 (indirect)	3.73%	8 Nov 2022

¹ A notification received from The Capital Group Companies, Inc. on 26 November 2019 disclosed a position of 8,214,141 shares. Company analysis based on the Register of Members would indicate this shareholding is no longer greater than 3% despite no further TR1 having been received. A notification received from Pelham Capital Limited on 10 September 2019 disclosed a position of 7,353,314 shares. Company analysis based on the

Register of Members would indicate this shareholding is no longer greater than 3% despite no further TR1 having been received. 2 Trustena GmbH, in its capacity as trustee to "The Energy Trust", is a trust in which Efstathios Topouzoglou is the sole primary beneficiary. A notification was received from Trustena GmbH on 19 May 2023 disclosing the transfer for nil consideration of the entire issued share capital of OilCo Investments Limited (at the time a direct holder of 16,228,599 shares in Energean plc). Company analysis based on subsequent PDMR notifications and a notification received from Efstathios Topouzoglou on 7 February 2024 would indicate the indirect shareholding of Trustena GmBH to be 16,278,599 shares in Energean plc as at 7 February 2024. 3

See Footnote 3. A notification received from Efstathios Topouzoglou on 7 February 2024 disclosed a position for OilCo Investments Limited of 8.872%. Company analysis would indicate the direct shareholding of OilCo Investments Limited to be 16,278,599 shares in Energean plc as at 7 February 2024. 4

A notification received from Growthy Holdings Co. Limited, a company owned by Matthaios Rigas, on 12 September 2022 disclosed a position of 8.34% for Matthaios Rigas. This notification was a replacement correcting an announcement originally released on 1 July 2022. 5

A notification received from Growthy Holdings Co. Limited on 12 September 2022 disclosed a position of 7.83%. This notification was a replacement correcting an announcement originally released on 1 July 2022. Company analysis indicates this holding was 13,948,260 as at 12 September 2022. 6

A notification received from abrdn plc on 8 November 2022 disclosed a position of "Below 5%". Company analysis based on the Register of Members dated 30 November 2022 indicates holding was 6,640,126 as at 30 November 2022.

Appendix 1 Statement from the Chair of the Remuneration & Talent Committee

Dear Shareholder

As outlined in my Remuneration & Talent Committee Chair's letter within the annual report, the Committee in recent weeks has undertaken consultation with shareholders regarding two key adjustments to the remuneration approach for executive directors.

Following shareholder consultation and consideration of the shareholder feedback received, the Committee has decided to proceed with the proposed changes. As such, at our Annual General Meeting ("AGM") on 22 May 2025, the Board are presenting a resolution (Resolution 3) to approve a new Directors' Remuneration Policy (the "Policy").

We are proposing two changes to our reward approach for executive directors for 2025. The first adjustment involves a proposed increase in the Long-Term Incentive Plan ("LTIP") award level for executive directors, marking the first such increase in the LTIP maximum under our Policy since our 2018 listing. The second change is an uplift in executive director salaries, representing the first salary adjustment for both directors since 2022. These changes reflect the significant evolution in the business, as well as broader changes in the E&P sector pay landscape, which has accelerated over the last year.

While only the LTIP award level increase necessitates a change to our Directors' Remuneration Policy, we sought shareholder perspectives on both proposals. Therefore for clarity, the only change to our Directors' Remuneration Policy relative to the one approved by shareholders at the last annual general meeting is the increase in the LTIP maximum.

We have decided to make these changes to the remuneration approach for the following reasons:

Recognition of an exceptional management team: We have an exceptional management team and the performance of Energean since IPO is a testament to this. E&P is a challenging and international sector, requiring a unique skillset to navigate the geo-political environment and drive value for shareholders. We believe that our compensation approach should be calibrated to appropriately recognise the value of this skillset, including the premium placed on a management team with a proven track record of success. Our approach to remuneration has always been grounded in the performance of the company. Within the sector, Energean has, since our last 2021 Policy review, been one of the highest performers with shareholder returns of +87% over the period.
Scope of business has evolved: Our last significant review of remuneration took place in 2021. At this time we had not reached first gas on Karish production. Since our last review, the company has become the leading independent gas and ESG-focussed E&P in the Mediterranean, production has more than trebled, revenue has grown from \$497m to \$1,779m, and adjusted EBITDAX has grown from \$212m to \$1,162m. The Committee believes the proposed changes to remuneration levels suitably reflect the increased financial strength and size of the business, alongside the growth opportunities ahead.
Reflecting evolving E&P sector pay landscape: While our approach is not driven wholly by benchmarking, we have recently seen significant movement in pay levels within the international E&P sector. We are also conscious of the premium placed on a management team with a proven track record of success, and therefore believe our remuneration approach should adjust to reflect the market context. Within the E&P sector, there is significant diversity of performance. Our view is that a performance overlay is also important when viewing peer companies and the benchmarks.
Incentivising future success: Future growth will include new opportunities across a wider geography, as Energean evaluates opportunistic M&A aligned to our key business drivers, with strict capital discipline. Our world class management team's skills and experience will be pivotal to future success in this area. In particular, our strategy has meant a significantly increased scope of the CFO's commercial role, as we evaluate M&A opportunities beyond the Mediterranean in the wide Europe, Middle East and Africa region.

Our proposed update to the Remuneration Policy – LTIP maximum

The only change to our Directors' Remuneration Policy is an increase in the LTIP maximum to 300% of salary. While both executive directors are significant shareholders, our view is that it is right that their Long-Term Incentive, which aligns to continued longer term out-performance, is at a level which is appropriate for our size and scale.

In finalising the proposed positioning of the package, the Committee reflected on market data for the E&P sector. As set out above, there has been significant movement on pay levels within the sector which partially reflects the increasing geopolitical and economic complexities of the industry.

We used the following peer companies in our analysis: Africa Oil, Aker BP, APA Corporation, Capricorn Energy, Diversified Energy Company, EnQuest, Harbour Energy, Hunting, Ithaca Energy, Kosmos Energy, NewMed Energy, Savannah Energy, Seplat Energy, Serica Energy, Wood Group. These companies are regarded as similar to Energean in that either they are UK-listed, TASE-listed or listed on an alternative exchange with international operations. While we included two US-listed businesses, these have predominately international operations and

are therefore regarded as appropriate peers for comparison7. Within the E&P sector, there is significant diversity of performance, which we have also considered.

As set out below, the proposed 300% LTIP award level would be aligned with market median for the CEO. From a total compensation perspective, this would be positioned between median and upper quartile for the CEO, and above upper quartile for the CFO. The CFO's positioning reflects the increased scope of his commercial role, which extends the role beyond what is market typical for a CFO.

Our view is that a performance overlay is important when viewing peer companies and the benchmarks. Therefore, we also considered fundamentals such as TSR performance in finalising the proposed package for the executive directors. As set out in the analysis below, Energean would be reasonably positioned against the peer group when contextualised by their market performance8.

Other changes to compensation – salary adjustments

⁷ The peer groups used for benchmarking and TSR purposes are substantially the same, however, there are minor differences reflecting the different purposes of the two groups. For pay benchmarking, the key factors in identifying peers are their size, complexity and jurisdiction, as the purpose of benchmarking is to consider the appropriate market rate for executive director roles. In contrast the E&P TSR peer group is focussed on those E&P peers we would aspire to out-perform. 8

Note that the TSR calculation is based on Energean (or 3m average RI) since Energean's listing date in 2018.

While not forming part of our updated Remuneration Policy, for completeness, the Committee is also proposing the following salary adjustments to apply from 1 January 2025:

CEO salary to increase from current £750,000 to £850,000. This represents a 13.3% increase in salary.
CFO salary increase from current £600,000 to £700,000. This is a 16.7% increase. As set out above, the scope of Panos Benos's role has expanded since the last review and, aligned to Energean's focus going forward, the Committee thinks it is right to recognise the significantly increased scope of his commercial role. M&A activity that is aligned to our key business drivers, with capital discipline, is a key part of our strategic focus as we evaluate opportunities beyond the Mediterranean in the wider Europe, Middle East and Africa ("EMEA") region.
For your reference, if we had made annual salary increases, our step change salary adjustments would equate to incremental annual increases of 4.3% (CEO) and 5.3% (CFO) per annum over the period since the last salary increase in 2022.

As set out below, with these changes, Energean would be positioned competitively relative to the market on salary and fixed pay, particularly when considering our strong performance context. The Committee believe the proposed salaries are reflective of the CEO's and CFO's market value and substantiated by their significant achievement in their respective roles over recent years.

The combined impact on total remuneration of the salary adjustments and the increase in LTIP opportunity would be an increase in target compensation of 32% and 36% for the CEO and CFO respectively. The Committee believes the proposed pay level is appropriately calibrated to the growth in Energean's size and scope, and reflective of management's experience in their roles as well as the performance of the business.

Shareholder consultation

Prior to finalising our approach to the Policy, the Committee sought to engage with our material shareholders to understand their views on our proposals. The majority of shareholders who engaged in the process understood the rationale and were broadly support of the proposals. A summary of feedback in relation to the proposals is as follows:

A number of shareholders were appreciative of the detailed background provided to support the proposals and that the changes were proportionate in the context of the company's recent growth. A majority of those who responded indicated that they were broadly supportive, with a minority of shareholders unsupportive of the proposal.
Some shareholders requested more context and information on the benchmarking group used to develop the proposals and how the proposal impacts positioning versus peers.
In addition, some shareholders provided comments on other aspects of our approach to remuneration, and we were pleased to receive this wider feedback as part of the consultation exercise. This included input on the level of share ownership and the link to bonus deferral, as well as comments on LTIP performance measures and the continued focus on TSR performance.

The Committee considered all of the feedback received and, based on the level of support received, has decided to move forward with the proposals. The Committee will continue to reflect on the wider feedback received, and

⁹ Note that the TSR calculation is based on Energean (or 3m average RI) since Energean's listing date in 2018.

welcomes any further input from shareholders on remuneration matters. I would like to thank all shareholders who took part in the consultation.

Other resolutions and Board recommendation

As a technical point, the increase in the LTIP maximum in the Directors' Remuneration Policy also requires a change to the award limits within the Energean Long-Term Incentive Plan 2018 plan rules. An update to the LTIP rules is therefore included as Resolution 4.

The Board considers the proposed New Policy, to be in the best interests of the Company and shareholders. Accordingly, the Board unanimously recommends that shareholders vote in favour of the ordinary resolutions set out in this Notice of Annual General Meeting.

Kimberley Wood Chair of the Remuneration & Talent Committee

Appendix 2 Directors' Remuneration Policy

Below sets out our Directors' Remuneration Policy (the "Remuneration Policy"). This Policy will be subject to a binding shareholder vote at the 2025 AGM and will apply to payments made from the date of approval.

The Committee is proposing an increase to the LTIP opportunity from 200% of salary to 300% of salary. This is the first increase in the maximum LTIP opportunity in the Policy since our IPO in 2018. No other change to the Policy is proposed from the Policy approved by shareholders at the last AGM. We believe the overall structure and the time horizons over which incentives assess performance remain appropriate for the company and its strategy.

In determining the new Remuneration Policy, the Remuneration & Talent Committee (the "Committee") followed a robust process. The Committee ensured that conflicts of interests were mitigated, and external perspective was provided by our independent advisors.

Our Group-wide remuneration strategy is to provide remuneration packages that will:

Motivate and retain our industry-leading employees
Attract high quality individuals to join the Group
Encourage and support a high-performance culture
Reward delivery of the Group's business plan and our key strategic and operational goals
Align our employees with the interests of shareholders and other external stakeholders.

Consistent with this remuneration strategy, the Remuneration & Talent Committee has agreed a Remuneration Policy for Executive Directors whereby:

Salaries will be set at competitive, but not excessive, levels compared to peers and other companies of an equivalent size and complexity
Performance-related pay, based on stretching targets, will form a significant part of remuneration packages
There will be an appropriate balance between rewards for delivery of short-term and longer- term performance targets
Development and long-term retention of a significant holding of Company shares will be encouraged.

The remuneration framework intended to deliver this Policy will be a combination of base salary, benefits, annual bonus and awards under the Long-Term Incentive Plan (LTIP). The following table sets out details of each of these remuneration components.

Base Salary
Purpose and link to strategy	To appropriately recognise skills, experience and responsibilities and attract and retain talent by ensuring salaries are market competitive.
Operation	Generally reviewed annually with any increase normally taking effect from 1 January although the Remuneration & Talent Committee may award increases at other times of the year if it considers it appropriate. The review takes into consideration a number of factors, including (but not limited to): • The individual Director's role, experience and performance. • Business performance, including growth in size and scale of the business. • Market data for comparable roles in appropriate comparator businesses. • Pay and conditions elsewhere in the Group.
Maximum Opportunity	No absolute maximum has been set for Executive Director base salaries. Any annual increase in salaries is at the discretion of the Remuneration & Talent Committee taking into account the factors stated in this table and the following principles: • Salaries would typically be increased at a rate no greater than the average salary increase for other Group employees. • Larger increases may be considered appropriate in certain circumstances (including, but not limited to, a change in an individual's responsibilities or in the scale of their role or in the size, internationality, and complexity of the Group). • Larger increases may also be considered appropriate if a Director has been initially appointed to the Board at a lower than typical salary.
Performance Conditions	No performance conditions

Pension
Purpose and link to strategy	To provide competitive post-retirement benefits or cash allowance as a framework to save for retirement. This is to support the recruitment and retention of talent.
Operation	Typically, payable as a cash allowance, however executives can also choose to participate in a company pension scheme or receive payments into a personal pension or a combination thereof. Contributions are set as a percentage of base salary. Post-retirement benefits do not form part of the base salary for the purposes of determining
Maximum Opportunity	incentives. Pension contributions will be set in line with the average workforce pension contribution (in percentage of salary terms). For 2025, this rate will continue to be 4% of salary. This is the rate that is currently available to the wider workforce (based on the rate applicable to the workforce in Greece).
Performance Conditions	No performance conditions.

Benefits
Purpose and link to strategy	To provide market competitive benefits.
Operation	Benefits are currently provided as a single benefits allowance (in lieu of separate payments for relevant benefits). The Remuneration & Talent Committee has discretion to replace the benefits allowance by separate payments for relevant benefits or to provide additional benefits (for example relocation or tax equalisation). Executive Directors are entitled to reimbursement of reasonable expenses (including any tax thereon). Executive Directors also have the benefit of a qualifying third-party indemnity from the Company and directors' and officers' liability insurance.
Maximum Opportunity	No maximum allowance is prescribed under the Policy. The value of the allowance will be set at a level which the Committee considers to be appropriately positioned taking into account typical market levels for comparable roles, individual circumstances and the overall cost. For FY25, the allowance will be £48,000 for the CEO and £25,000 for the CFO, in line with the allowances payable under the previous Policy. The allowance excludes any expenses treated as taxable benefits by tax authorities or tax equalisation benefits, should these be provided in certain circumstances, or any one-off costs relating to recruitment, loss of office or relocation.
Performance Conditions	No performance conditions.

Annual Bonus
Purpose and link to strategy	To link reward to key financial and operational targets for the forthcoming year. Additional alignment with shareholders' interests through the operation of bonus deferral where shareholding is below the guideline.
Operation	The Executive Directors are participants in the annual bonus plan which is reviewed annually to ensure bonus opportunity, performance measures and targets are appropriate and supportive of the business plan. Where the Executive Director's share ownership guideline is not met, typically, no more than two-thirds of an Executive Director's annual bonus is delivered in cash following the release of audited results and the remaining amount is deferred into an award over Company shares under the Deferred Bonus Plan (DBP). • Deferred awards are usually granted in the form of conditional share awards or nil-cost options (or, exceptionally, as cash-settled equivalents). • Deferred awards usually vest two years after award although may vest early on leaving employment or on a change of control (see later sections). • An additional payment or award may be made in respect of shares which vest under deferred awards to reflect the value of dividends (including special dividends) which would have been paid on those shares during the vesting period (this payment may assume that dividends had been reinvested in Company shares on a cumulative basis). For bonus awards made in respect of 2024 onwards, where an Executive Director's share ownership is met, no deferral will apply and the bonus will be delivered in cash following the release of the audited results.
Maximum Opportunity	The maximum award that can be made to an Executive Director under the annual bonus plan is 200% of salary. For 2025, both Executive Directors will receive a maximum opportunity of 200% of salary.
Performance Conditions	The bonus is based on performance against financial, strategic, operational, ESG or personal measures appropriate to the individual Executive Director, typically assessed over one year. The precise measures and weighting of the measures are determined by the Remuneration & Talent Committee ahead of each award to ensure they are aligned with strategic priorities. Where appropriate, a sliding scale of targets will be applied to a measure. The payment schedule for each metric will normally be scaled based on the stretch of the underlying target. Normally, up to 20% of the maximum opportunity will be received for threshold performance. In relation to operational, milestone or qualitative targets, the structure of the target may vary based on the nature of the target set and may be based on the Remuneration & Talent Committee's judgement in assessing the performance outturn. Any bonus pay-out is ultimately at the discretion of the Remuneration & Talent Committee. The Committee will consider the use of discretion when determining the actual overall level of individual bonus payments and it may adjust the formulaic bonus pay-out upwards or downwards if it considers it appropriate to do so.

Long-Term Incentive Plan (LTIP)
Purpose and link to strategy	To link reward to key strategic and business targets for the longer term and to align executives with shareholders' interests.
Operation	Awards are usually granted annually under the LTIP to selected senior executives. Individual award levels and performance conditions on which vesting will be dependent are reviewed annually by the Remuneration & Talent Committee. LTIP awards are usually granted as conditional awards of shares or nil-cost options (or, exceptionally, as cash-settled equivalents). Awards granted to Executive Directors normally vest or become exercisable at the end of a period of at least three years following grant and normally have a holding period taking the time horizon to no earlier than five years following grant. Awards may vest early on leaving employment or on a change of control (see later sections). An additional payment or award may be made in respect of shares which vest under LTIP awards to reflect the value of dividends (including special dividends) which would have been paid on those shares during the vesting and, if relevant, holding period (this payment may assume that dividends had been reinvested in Company shares on a cumulative basis).
Maximum Opportunity	The maximum award permitted to be granted to an Executive Director in respect of any one year under the LTIP is shares with a market value (as determined by the Remuneration & Talent Committee) of 300% of salary.
Performance Conditions	All LTIP awards granted to Executive Directors must be subject to a performance condition. The precise measures and weighting of the measures are determined by the Remuneration & Talent Committee ahead of each award to ensure they are aligned with strategic priorities. Performance will usually be measured over a performance period of at least three years. For achieving a 'threshold' level of performance against a performance measure, no more than 25% of the portion of the LTIP award determined by that measure will vest. Vesting then increases on a sliding scale to 100% for achieving a maximum performance target. Any LTIP vesting is ultimately at the discretion of the Remuneration & Talent Committee.

Share ownership Guidelines
Purpose and link to strategy	To create alignment between the long-term interests of Executive Directors and shareholders.
Operation	Executive Directors are required to build and maintain a holding of 200% of salary in Company shares.
	Until or unless an Executive Director is compliant with this guideline, they are normally required to retain at least 50% of vested post-tax shares.
	Unless the Remuneration & Talent Committee determines otherwise, this guideline will continue to apply for two years after an Executive Director ceases employment with the Group.

Notes to table

1. The LTIP and bonus deferral will be operated in accordance with the relevant plan rules including any discretions therein.

2. The Committee retains the ability to adjust the targets and/ or set different measures and alter weightings for any performance condition(s) if one or more events occur which cause it to determine that an amended, adjusted or substituted performance condition(s) would be more appropriate so that the conditions achieve their original purpose (e.g. in the event of a material divestment of a business, capital transactions, changes to accounting standards and other events not foreseen at the time the targets were set). In the event that the Remuneration & Talent Committee were to make an adjustment of this sort, a full explanation would be provided in the next Remuneration Report.
3. Performance measures annual bonus. The annual bonus measures are reviewed annually and chosen to focus executive rewards on delivery of key financial targets for the forthcoming year as well as key strategic, operational, ESG or personal goals relevant to an individual. Specific targets for bonus measures are set at the start of each year by the Remuneration & Talent Committee and are based on a range of relevant reference points, including, for example, Group financial targets and the Company's business plan, and are designed to be appropriately stretching. Targets and underpins may be set which provide the Committee judgement in assessing the extent to which they have been met. Prior to the determination of final outcomes, the Committee will consider the use of discretion to enhance the rigour and consistency of any payments and to ensure they align to overall performance and the wider stakeholder experience. While the Committee anticipates that any such discretion would normally result in a reduction, the Committee reserves the right to make an upwards adjustment

if considered appropriate.

4. The Remuneration & Talent Committee may: (a) in the event of a variation of the Company's share capital, demerger, special dividend or dividend in specie or any other corporate event which it reasonably determines justifies such an adjustment, adjust; and (b) amend the terms of awards granted under the share schemes referred to above in accordance with the rules of the relevant plans. Share awards may be settled by the issue of new shares or by the transfer of existing shares.
5. The cash bonus will be subject to recovery and/or deferred shares will be subject to withholding at the Remuneration & Talent Committee's discretion where within three years of the bonus determination a material misstatement or miscalculation comes to light which resulted in an overpayment under the annual bonus plan or if evidence comes to light of serious misconduct by an individual, serious reputational damage to the Group or a material failure of risk management or following a corporate failure. LTIP awards will be subject to withholding or recovery at the Remuneration & Talent Committee's discretion where before the fifth anniversary of grant a material misstatement or miscalculation comes to light which resulted in an overpayment under the LTIP or if evidence comes to light of serious misconduct by an individual, serious reputational damage to the Group or a material failure of risk management or following a corporate failure.
6. Performance measures LTIP. The LTIP performance measures will be chosen to provide alignment with our longer-term strategy of growing the business in a sustainable manner that will be in the best interests of shareholders and other key stakeholders in the Company. Targets are considered ahead of each grant of LTIP awards by the Remuneration & Talent Committee taking into account relevant external and internal reference points and are designed to be appropriately stretching.
7. If a one-off share award is granted on recruitment to buy out compensation arrangements forfeited on leaving a previous employer, it may be granted either in the form of a LTIP award or alternatively in the form of an award under a separate arrangement as permitted by Listing Rule 9.4.2. If such an award were to be granted in the form of a LTIP award, then it would not be subject to (or form part of the calculation of) the maximum award limit outlined in the Policy Table above. If awarded as compensation for a forfeited share award which is not subject to performance conditions, it would also not be subject to the requirement for the LTIP award to be subject to a performance condition. Full requirements that would apply to any buy-out award granted under the LTIP are set out in the Recruitment Remuneration Policy section of this report.
1. The Remuneration & Talent Committee reserves the right to make any remuneration payments and/or payments for loss of office (including exercising any discretions available to it in connection with such payments) notwithstanding that they are not in line with the Policy set out above, where the terms of the payment were agreed either: (i) before the 2019 AGM (the date the Company's first shareholder- approved Directors' Remuneration Policy came into effect; (ii) during the term of, and were consistent with, any previous policy; or (iii) at a time when the relevant individual was not a director of the Company and, in the opinion of the Remuneration & Talent Committee, the payment was not in consideration for the individual becoming a director of the Company. For these purposes 'payments' includes the Remuneration & Talent Committee satisfying awards of variable remuneration and, in relation to an award over shares, the terms of the payment are 'agreed' at the time the award is granted.
9. The Remuneration & Talent Committee retains the discretion to determine the methodology and basis used in calculating the pension rate available to the wider workforce, including the jurisdictions deemed as relevant for comparison. The definition of the wider workforce will be as determined by the Remuneration & Talent Committee. For example, colleagues employed in the same country as the Director in question.
10. The Remuneration & Talent Committee may make minor amendments to the Remuneration Policy for regulatory, exchange control, tax or administrative purposes or to take account of a change in legislation, without obtaining shareholder approval for that amendment.

Non-Executive Director fees
Purpose and link to strategy	To appropriately recognise responsibilities, skills and experience by ensuring fees are market competitive.
Operation	NED fees comprise payment of an annual basic fee and additional fees for further Board responsibilities including but not limited to: • Senior Independent Director • Audit & Risk Committee Chairman • Remuneration & Talent Committee Chairman • Environment, Safety & Social Responsibility Committee Chairman
	The Chairman of the Board receives an all-inclusive fee. No NED participates in the Group's incentive arrangements or pension plan. Non-Executive Directors may be provided with role-appropriate benefits. Where travel to the Company's registered office is recognised as a taxable benefit, a NED may receive the grossed up costs of travel as a benefit. Non-Executive Directors are entitled to reimbursement of reasonable expenses (including any tax thereon). Fees are reviewed annually and are paid in cash or shares. Non-Executive Directors also have the benefit of a qualifying third-party indemnity from the Company and directors' and officers' liability insurance.
Maximum Opportunity	Fees are set at an appropriate level that is market competitive and reflective of the responsibilities and time commitment associated with specific roles. No absolute maximum has been set for individual NED fees. The total aggregate fees paid to the Chairman and NEDs will be in line with the limit set out in the Company's Articles of Association.

Illustrations of application of the Remuneration Policy

The "Implementation of remuneration policy in 2025" section of the Annual Report on Remuneration details how the Remuneration & Talent Committee intends to implement the Remuneration Policy during 2025.

The charts below illustrate, in four assumed performance scenarios, the total value of the remuneration package potentially receivable by Mathios Rigas and Panos Benos in relation to 2025. This comprises salary, pension and benefits for 2025 (Mathios Rigas: £850,000, 4% pension and £48,000; Panos Benos £700,000, 4% pension and £25,000). Annual bonus opportunities are shown as 200% of salary for both directors and LTIP opportunity as 300% of salary.

The charts are for illustrative purposes only and actual outcomes may differ from those shown.

Assumed Performance
Minimum performance	• No pay-out under the annual bonus • No vesting under the LTIP
Performance in line with expectations	• 50% of the maximum pay-out under the annual bonus • 50% vesting under the LTIP
Maximum performance	• 100% of the maximum pay-out under the annual bonus • 100% vesting under the LTIP
Maximum performance plus share price growth	• As above, with 50% increase in the share price attributable to the LTIP.

Recruitment remuneration policy

Principles

In determining remuneration arrangements for new appointments to the Board (including internal promotions), the Remuneration & Talent Committee will apply the following principles:

The Remuneration & Talent Committee will take into consideration all relevant factors, including the experience of the individual, market data (for the UK, local or international market as appropriate) and existing arrangements for other Executive Directors, with a view that any arrangements should be in the best interests of both the Company and our shareholders, without paying more than is necessary
Typically, the new appointment will have (or be transitioned onto) the same package structure as the other Executive Directors, in line with the Remuneration Policy
Upon appointment, the Remuneration & Talent Committee may consider it appropriate to offer additional remuneration arrangements in order to secure the appointment. In particular, the Remuneration & Talent Committee may consider it appropriate to 'buy out' terms or remuneration arrangements forfeited on leaving a previous employer (discussed below)
The Remuneration & Talent Committee may provide costs and support if the recruitment requires relocation of the individual
Where an Executive Director is an internal promotion, the normal policy of the Company is that any legacy arrangements would be honoured in line with the original terms and conditions. Similarly, if an Executive Director is appointed following the Company's acquisition of or merger with another company, legacy terms and conditions would be honoured.

Maximum level of variable remuneration

The maximum level of variable remuneration which may be granted to new Executive Directors in respect of recruitment shall be limited to the maximum permitted under the Remuneration Policy, namely 500% of their annual salary. This limit excludes any payments or awards that may be made to buy out the Director for terms, awards or other compensation forfeited from their previous employer (discussed below).

Buyouts

To facilitate recruitment, the Remuneration & Talent Committee may make a one-off award to buy out compensation arrangements forfeited on leaving a previous employer. In doing so, the Remuneration & Talent Committee will take account of all relevant factors, including any performance conditions attached to incentive awards, the likelihood of those conditions being met, the proportion of the vesting/performance period remaining and the form of the award (e.g. cash or shares). The overriding principle will be that any replacement buyout award should be of comparable commercial value to the compensation which has been forfeited. However, such buyout awards would only be considered where there is a strong commercial rationale to do so.

Components and approach

The remuneration package offered to new appointments may include any element within the Remuneration Policy. In considering which elements to include, and in determining the approach for all relevant elements, the Remuneration & Talent Committee will take into account a number of different factors, including (but not limited to) market practice, existing arrangements for other Executive Directors and internal relativities. If appropriate, different measures and targets may be applied to a new appointment's annual bonus or LTIP award in their year of joining.

The Remuneration & Talent Committee would seek to structure buyout and variable remuneration awards on recruitment to be in line with the Company's remuneration framework so far as practical but, if necessary, the Remuneration & Talent Committee may also grant such awards outside of that framework as permitted under Listing Rule 9.4.2 subject to the limits on variable remuneration set out above. The exact terms of any such awards (e.g. the form of the award, time frame, performance conditions, and leaver provisions) would vary depending upon the specific commercial circumstances.

Recruitment of Non-Executive Directors

In the event of the appointment of a new Non-Executive Director, remuneration arrangements will normally be in line with the Remuneration Policy for Non-Executive Directors. However, the Remuneration & Talent Committee (or the Board as appropriate) may include any element within the Policy Table which the Remuneration & Talent Committee considers is appropriate given the particular circumstances, with due regard to the best interests of shareholders. In particular, if the Chairman or a Non-Executive Director takes on an executive function on a shortterm basis, they would be able to receive any of the standard elements of Executive Director pay.

Service contracts

Key terms of the current Executive Directors' service agreements and Non-Executive Directors' letters of appointment are summarised in the table below. It is envisaged that any future appointments would have equivalent contractual arrangements unless otherwise stated in this Report.

Provision	Policy
Notice period	Executive Directors - termination of the current Executive Directors' service agreements would require six months' notice by either the Company or the Executive Director. The Remuneration & Talent Committee retains discretion to include a notice period of up to 12 months in an Executive Director's service agreement. Non-Executive Directors - at the Company's discretion, Non-Executive Directors may have a notice period of up to three months. All current Non-Executive Directors have a three-month notice period.
Termination payment	Following the serving of notice by either party, the Company may terminate employment of an Executive Director with immediate effect by paying a sum equal to salary and benefits in respect of their notice period. Non-Executive Directors are only entitled to receive any fee accruing in respect of their period up to termination.
Expiry date	Executive Directors have rolling six months' notice periods so have no fixed expiry date. Non-Executive Directors' letters of appointment have no fixed expiry date.

In accordance with the Code, each Director will retire annually and put themselves forward for re- election at each AGM of the Company.

All Executive Directors' service agreements and Non-Executive Directors' letters of appointment are available for inspection at the Company's registered office.

Policy on payment of variable remuneration following loss of office

Annual bonus plan

If the Executive Director's employment terminates (or notice is served to terminate their employment) prior to the payment of an annual bonus, the Director has no contractual entitlement to that bonus. At its discretion, the Remuneration & Talent Committee may determine that the Executive Director is eligible to receive a bonus in respect of the financial year in which they cease employment (and / or the financial year in which notice is served to terminate their employment). This bonus would usually be time apportioned and may, at the Remuneration & Talent Committee's discretion, be settled wholly in cash. In determining the level of bonus to be paid, the Remuneration & Talent Committee may, at its discretion, take into account performance up to the date of cessation or over the financial year as a whole based on appropriate performance measures as determined by the Remuneration & Talent Committee.

The treatment of outstanding share awards held by an Executive Director upon cessation of employment is governed by the relevant share plan rules as summarised below.

Deferred Bonus Plan (DBP) - share awards

If an individual ceases to hold employment as a result of death, ill-health, injury, disability, redundancy, transfer of a business out of the Group or any other reason at the Remuneration & Talent Committee's discretion (except where an individual is dismissed for gross misconduct), their unvested DBP share awards will be permitted to vest. The vesting date will be accelerated to cessation of employment following an individual's death. Otherwise, unvested shares will vest at the normal vesting date unless the Remuneration & Talent Committee, in its discretion, elects to vest the shares following cessation of employment
In all other circumstances, unvested DBP shares will lapse upon cessation of employment
On a change of control, unvested DBP shares will immediately vest in full unless they are exchanged for new awards
If other corporate events occur such as a demerger, delisting, special dividend, voluntary winding-up or other event which in the opinion of the Remuneration & Talent Committee may affect the current or future value of shares, the Remuneration & Talent Committee will determine whether unvested DBP shares should vest.

LTIP awards

• If an individual ceases to hold employment as a result of death, ill-health, injury, disability, redundancy, transfer of a business out of the Group or any other reason at the Remuneration & Talent Committee's discretion (except where an individual is dismissed for gross misconduct), their unvested LTIP awards will be permitted to vest on a time pro-rated basis (unless the Remuneration & Talent Committee determines otherwise) and subject to performance assessed over the original performance period (or a shortened performance period where appropriate, for example following an individual's death). The release date for vested LTIP awards will remain the original release date unless the Remuneration & Talent Committee in its discretion elects to accelerate the release date to cessation of employment or such other intermediate date as is deemed appropriate

In all other circumstances, unvested LTIP shares will lapse upon cessation of employment
LTIP shares that have vested but remain subject to a holding period at the time that an individual ceases employment will lapse in the event that cessation of employment is as a result of gross misconduct. Otherwise, these shares will normally be released on the original release date unless the Remuneration & Talent Committee in its discretion elects to accelerate the release date to cessation of employment or such other intermediate date as is deemed appropriate
On a change of control, unless they are exchanged for new awards, unvested LTIP awards will vest immediately to an extent that takes into account the performance condition assessed at the change of control and, unless the Remuneration & Talent Committee determines otherwise, on a time pro-rated basis. LTIP shares that have vested but remain subject to a holding period at the time of the change of control will be released immediately unless they are exchanged for new awards
If other corporate events occur such as a demerger, delisting, special dividend, voluntary winding-up or other event which in the opinion of the Remuneration & Talent Committee may affect the current or future value of shares, the Remuneration & Talent Committee will determine whether outstanding LTIP awards should be treated on the same basis as following a change of control.

The Remuneration & Talent Committee reserves the right to make any other payments in connection with a Director's cessation of office or employment where the payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation) or by way of a compromise or settlement of any claim arising in connection with the cessation of a Director's office or employment. Any such payments may include but are not limited to payments in relation to accrued but untaken holiday, paying any fees for outplacement assistance and/or the Director's legal and/or professional advice fees in connection with his or her cessation of office or employment.

Consideration of employment conditions elsewhere in the Group

The Board has appointed a workforce Board representative, a designated NED, who is responsible for ensuring the "employee voice" is provided at Board-level. Currently, the designated NED is Kimberley Wood who is Chair of the Remuneration & Talent Committee. The Remuneration & Talent Committee is also kept informed of general management decisions made in relation to employee remuneration and, in the development of this Policy, has been conscious of the importance of ensuring that its remuneration decisions for Executive Directors are regarded as fair and reasonable within the business. Pay and conditions in the Group are one of the specific considerations taken into account when the Remuneration & Talent Committee is considering changes in remuneration for the Executive Directors.

Differences in policy from broader employee population

A greater proportion of Executive Directors' potential wealth is 'at risk', either through their existing shareholding or through LTIP awards than for our employees generally and a greater proportion determined by performance than for our employees generally. However, common principles underlie the Remuneration Policy through the Company including for the Executive Directors. In particular, we place great emphasis throughout the Company on reward being linked to performance and on encouraging share ownership.

Consideration of shareholders' views

The Committee engaged with key shareholders in the development and finalisation of this Remuneration Policy. A consultation on the proposed changes was held in early 2025, with communication to the majority of the shareholder base. The feedback provided contributed to the Committee's decisions for the final policy put to shareholders for approval.

AI Terminal

Energean PLC

5342_rns_2025-04-17_43a1184c-a283-4d86-8edd-c37705fb15ea.pdf

Notice of Annual General Meeting

DEFINITIONS AND GLOSSARY OF TERMS

CHAIR'S LETTER

ENERGEAN PLC

Directors:

17 April 2025

Eighth Annual General Meeting of the Company

Summary of Resolutions

Ordinary Resolutions

Special Resolutions

Shareholder Consultations

General Rationale

Directors' General Authority to Allot Shares (Resolution 16)

Disapplication of Pre-emption Rights (Resolutions 17 and 18)

Short Notice for General Meetings (Resolution 19)

Recommendation

Action to be taken

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

Reports and Accounts

Directors' Remuneration Report

Directors' Remuneration Policy

Adoption of Amendments to the Rules of the Energean plc 2018 Long-Term Incentive Plan

Appointment and Re-appointment of Directors

Re-appointment of Auditors

Auditors' Remuneration

Authority to allot Ordinary Shares

SPECIAL RESOLUTIONS

Authority to dis-apply pre-emption rights

Notice of general meetings, other than annual general meetings

Purchase of own shares

EXPLANATION OF RESOLUTIONS

RESOLUTION 1 – TO RECEIVE AND ADOPT THE REPORT AND ACCOUNTS

RESOLUTION 2 – TO APPROVE THE DIRECTORS' REMUNERATION REPORT

RESOLUTION 3 – TO APPROVE THE DIRECTORS' REMUNERATION POLICY

RESOLUTION 4 – TO APPROVE THE ADOPTION OF AMENDMENTS TO THE RULES OF THE ENERGEAN PLC 2018 LONG-TERM INCENTIVE PLAN

RESOLUTIONS 5 TO 13 – APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS

RESOLUTION 14 – RE-APPOINTMENT OF AUDITORS

RESOLUTION 15 – AUDITORS' REMUNERATION

RESOLUTION 16 – AUTHORITY TO ALLOT ORDINARY SHARES

RESOLUTIONS 17 AND 18 – TO AUTHORISE DIRECTORS TO DIS-APPLY PRE-EMPTION RIGHTS

RESOLUTION 19 – NOTICE OF GENERAL MEETINGS OTHER THAN ANNUAL GENERAL MEETINGS

https://www.energean.com/media/5937/shareholder-consultation-response-2024.pdf.

RESOLUTION 20 – TO APPROVE THE PURCHASE OF THE COMPANY'S OWN SHARES

Notes:

27. Directors' shareholdings

28. Substantial shareholdings

Appendix 1 Statement from the Chair of the Remuneration & Talent Committee

Dear Shareholder

Our proposed update to the Remuneration Policy – LTIP maximum

Other changes to compensation – salary adjustments

Shareholder consultation

Other resolutions and Board recommendation

Appendix 2

Directors' Remuneration Policy

Notes to table

Illustrations of application of the Remuneration Policy

Recruitment remuneration policy

Principles

Maximum level of variable remuneration

Buyouts

Components and approach

Recruitment of Non-Executive Directors

Service contracts

Policy on payment of variable remuneration following loss of office

Annual bonus plan

Deferred Bonus Plan (DBP) - share awards

LTIP awards

Consideration of employment conditions elsewhere in the Group

Differences in policy from broader employee population

Consideration of shareholders' views

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