KAROON ENERGY LTD — Governance Information 2026

Feb 25, 2026

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26 February 2026

Company Announcements Office

ASX Limited

Dear Sir / Madam

Corporate Governance Statement

In accordance with the ASX Listing Rules, Karoon Energy Ltd releases its 2025 Corporate

Governance Statement to the market.

This announcement was authorised by the Board of Directors.

Yours faithfully

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Daniel Murnane

Company Secretary

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2025 CORPORATE GOVERNANCE STATEMENT

2025 CORPORATE GOVERNANCE STATEMENT

Karoon Energy Ltd (‘the Company ’ or ‘ Karoon ’) is committed to a high level of corporate governance and fostering a culture that values ethical behaviour, integrity, safety, sustainability and respect. Adopting and operating in accordance with strong governance practices is essential for sustainable long-term performance, accountability and value creation for stakeholders.

The Company, as a listed entity, must comply with the (Cth)( Corporations Act 2001 ), the Australian Securities Exchange ( ASX ) Listing Rules and other Australian and international laws. The ASX Listing Rules require the Company to report on the extent to which it has followed the corporate governance recommendations contained in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations 4th Edition ( ASXCGC Recommendations 4th edition ).

The Company has undergone a thorough review of its corporate governance framework, including a review of its corporate policies and committee charters and considers that it is compliant with the ASXCGC Recommendations 4th Edition.

This statement has been approved by the Board as at 25 February 2026.

A checklist cross-referencing the 4th Edition of the ASXCGC Recommendations to the relevant sections of this statement and the 31 December 2025 Annual Report ( Annual Report ) is set out below with compliance recorded as at the date of currency specified in the paragraph above.

ASXCGC RECOMMENDATION (4TH EDITION) COMPANY PRACTICE COMPLIANCE Principle 1 – Lay solid foundations for management and oversight Recommendation 1.1 Paragraphs 2.1 and 2.2 below disclose the roles A listed entity should have and disclose a board and responsibilities of the Board and senior charter setting out: executives. The Board Charter is disclosed on the Company’s website.

• a) the respective roles and responsibilities of its board and management; and

Paragraph 2.1 discloses the matters expressly reserved to the Board and those delegated to management.

• b) those matters expressly reserved to the board and those delegated to management.

Recommendation 1.2

Paragraph 2.6 confirms that appropriate checks are carried out and the Company’s shareholders are provided with all material information relevant to the election and re-election of directors.

A listed entity should:

• a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director.

• b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.

Recommendation 1.3

A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

Recommendation 1.4

The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

Paragraphs 2.6 and 2.7 confirm that each director and senior executive has a written agreement relating to their appointment.

Paragraph 3.3 confirms that the Company Secretary is accountable directly to the Board, through the Chair.

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2025 CORPORATE GOVERNANCE STATEMENT CONTINUED

ASXCGC RECOMMENDATION (4TH EDITION)	COMPANY PRACTICE	COMPLIANCE
Recommendation 1.5	Paragraph 8.2confirms that the Company
A listed entity should: a) have and disclose a Diversity and	has adopted and disclosed its Diversity and Inclusion Policy.
Inclusion Policy;	Paragraph 8.2specifies how the Company
b) through its board or a committee of the board set measurable objectives for achieving gender	has defined senior executive for the purposes of its measurable objectives.
diversity in the composition of its board, senior	Paragraph 8.2specifies the Company’s
executives and workforce generally; and	objectives for achieving gender diversity
	in the composition of its Board.

• c) disclose in relation to each reporting period:

• 1) the measurable objectives set for that period to achieve gender diversity;

• 2) the entity’s progress towards achieving those objectives; and

• 3) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes).

If the entity was in the S&P/ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.

Recommendation 1.6

A listed entity should:

• a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors.

• b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

Recommendation 1.7

A listed entity should:

• a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period.

• b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

Paragraphs 2.7 and 4 detail the process for evaluating the performance of the Board and its committees. The Performance Review Policy for the Board and senior executives is disclosed on the Company’s website. Paragraphs 2.7 and 4 confirm that performance evaluations have been undertaken in accordance with that process. Paragraph 2.7 details the process for evaluating the performance of the Company’s senior executives. Paragraph 2.7 confirms that performance evaluations have been undertaken in accordance with that process.

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2025 CORPORATE GOVERNANCE STATEMENT CONTINUED

ASXCGC RECOMMENDATION (4TH EDITION)	COMPANY PRACTICE	COMPLIANCE
Principle 1 – Lay solid foundations for management	and oversight
Recommendation 2.1	Given the Company’s size, Karoon does not
The board of a listed entity should: a) have a nomination committee which:	have a nomination committee. The Karoon Board considers the matters normally reserved for a nomination committee are
1) has at least three members, a majority	addressed periodically.
of whom are independent directors; and	•Paragraphs 2.1, 2.3 and 2.6specify the role
2) is chaired by an independent director,	and membership of the Karoon Board.
and disclose:	•Paragraph 2 and 2.5confirm the Karoon
3) the charter of the committee;	Board is comprised of a majority of
4) the members of the committee; and	independent directors.
5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual	•Paragraph 2.2confirms the Karoon Board Charter is disclosed on the Company’s website.
attendances of the members at those	•Paragraph 3.1confirms that the number
meetings; or	of meetings during the annual reporting
b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to	period and the individual attendance at those meetings is disclosed in the Directors’ Report in the Annual Report.
ensure that the board has the appropriate
balance of skills, knowledge, experience,
independence and diversity to enable it to
discharge its duties and responsibilities
effectively.
Recommendation 2.2	Paragraph 2.3includes a Board Skills Matrix.
A listed entity should have and disclose a Board
Skills Matrix setting out the mix of skills that the
board currently has or is looking to achieve in its
membership.
Recommendation 2.3	Paragraph 2.5discloses the names of the
A listed entity should disclose:	independent Non-Executive Directors.
a) the names of the directors considered	There are no material relevant interests,
by the board to be independent directors;	positions, associations or relationships
b) if a director has an interest, position or relationship of the type described in the	with respect to the independent Non-Executive Directors.
Recommendations but the board is of the	Paragraph 2.3confirms that the length
opinion that it does not compromise the	of service of each Director is disclosed
independence of the director, the nature	in the Directors’ Report in the Annual Report.
of the interest, position or relationship in
question and an explanation of why the
board is of that opinion; and
c) the length of service of each director.
Recommendation 2.4	Paragraph 2.3confirms that the Company has
A majority of the board of a listed entity should	appointed a majority of independent Directors.
be independent directors.
Recommendation 2.5	Paragraph 2.3confirms that the Chair is an
The chair of the board of a listed entity should	independent Director.
be an independent director and, in particular, should
not be the same person as the CEO of the entity.

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2025 CORPORATE GOVERNANCE STATEMENT CONTINUED

ASXCGC RECOMMENDATION (4TH EDITION)	COMPANY PRACTICE	COMPLIANCE
Recommendation 2.6	Paragraphs 2.4 and 2.6confirm the Company
A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake	has a program for inducting new Directors and that professional development opportunities are provided.
professional development to maintain the skills
and knowledge needed to perform their role as
directors effectively.
Principle 3 – Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1 A listed entity should articulate and disclose its values.	Paragraph 8.1sets out the Company’s values statement which is disclosed in the Company’s Code of Conduct.
Recommendation 3.2 A listed entity should: a) have and disclose a code of conduct for its directors, senior executives and employees; and b) ensure that the board or a committee of the board is informed of any material breaches of that code.	Paragraph 8.1confirms that the Company has adopted a Code of Conduct which is disclosed on the Company’s website.
Recommendation 3.3 A listed entity should: a) have and disclose a whistleblower policy. b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	Paragraph 8.7confirms that the Company has adopted a Whistleblower Protection Policy which is disclosed on the Company’s website. The Whistleblower Protection Policy provides for concerns to be reported to the General Counsel and/or the Chair of the Audit, Risk and Governance Committee.
Recommendation 3.4 A listed entity should: a) have and disclose an anti-bribery and corruption policy; and b) ensure that the board or a committee of the board is informed of any material breaches of that policy.	Paragraph 8.8confirms that the Company has adopted an Anti-bribery, Fraud and Corruption Policy which is disclosed on the Company’s website. The Anti-bribery, Fraud and Corruption Policy provides that the Audit, Risk and Governance Committee should monitor and investigate any reported breaches of the Policy.
Principle 4 – Safeguard the integrity of corporate reports
Recommendation 4.1	Paragraph 4.1confirms the Audit, Risk and
The board of a listed entity should: a) have an audit committee which:	Governance Committee is comprised of independent Directors.
1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and	Paragraph 4.1confirms the Company has adopted a formal Audit, Risk and Governance Committee Charter which is disclosed on the Company’s website.
2) is chaired by an independent director, who is not the chair of the board,	Paragraph 2.3confirms that the skills, experience and expertise of the Directors
and disclose:	on the Audit, Risk and Governance Committee
3) the charter of the committee;	are detailed in the Board of Directors section of the Directors’ Report in the Annual Report.
4) the relevant qualifications and experience of the members of the committee; and	Paragraph 4.1confirms the number of meetings during the annual reporting period and the
5) in relation to each reporting period, the number	individual attendance at those meetings is
of times the committee met throughout the	disclosed in the Directors’ Report in the
period and the individual attendances of the	Annual Report.

• 5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings.

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2025 CORPORATE GOVERNANCE STATEMENT CONTINUED

ASXCGC RECOMMENDATION (4TH EDITION)	COMPANY PRACTICE	COMPLIANCE
Recommendation 4.2	Paragraph 5confirms that the assurance
The board of a listed entity should, before it approves	was provided by both the CEO and CFO.
the entity’s financial statements for a financial period,
receive from its CEO and CFO a declaration that, in
their opinion, the financial records of the entity have
been properly maintained and that the financial
statements comply with the appropriate accounting
standards and give a true and fair view of the
financial position and performance of the entity
and that the opinion has been formed on the basis
of a sound system of risk management and internal
control which is operating effectively.
Recommendation 4.3	The Karoon Continuous Disclosure Policy
A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited	describes the review process for ASX releases. A review must be undertaken by at least two people including at least one KMP and must
or reviewed by an external auditor.	be checked by the Company Secretary.
Principle 5 – Make timely and balanced disclosure
Recommendation 5.1 A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	Paragraph 8.6describes the Company’s approach to disclosure and confirms that the Company has established a Continuous Disclosure Policy which is available on the Company’s website.
Recommendation 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	Paragraph 8.6describes the Company’s approach to disclosure and confirms that on confirmation of receipt from the ASX, the Company will promptly ensure that its Board of Directors receives copies of all market announcements.
Recommendation 5.3 A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	Paragraph 8.6describes the Company’s approach to disclosure and confirms that slides and presentations used in briefings and discussions with analysts and institutional investors will be released prior to the briefing to the market via the ASX and posted on the Company website.
Principle 6 – Respect the rights of security holders
Recommendation 6.1	Paragraph 10confirms that the Company
A listed entity should provide information about itself and its governance to investors via its website.	provides information about itself and its governance on its website.
Recommendation 6.2	A summary of the Company’s policy for
A listed entity should have an investor relations program that facilitates effective two-way	communicating with shareholders is disclosed atParagraph 10.
communication with investors.
Recommendation 6.3	A summary of the Company’s policy for
A listed entity should disclose how it facilitates and encourages participation at meetings of	communicating with shareholders is disclosed atParagraph 10.
security holders.
Recommendation 6.4	Voting at the 2025 Annual General Meeting
A listed entity should ensure that all substantive resolutions at a meeting of security holders are	was decided by poll. Voting via a poll will also be used at the 2026 Annual General Meeting.
decided by a poll rather than by a show of hands.
Recommendation 6.5	Paragraph 10confirms that the Company’s
A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security	shareholders may communicate electronically with the Company and its external share registry, Computershare.
registry electronically.

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2025 CORPORATE GOVERNANCE STATEMENT CONTINUED

ASXCGC RECOMMENDATION (4TH EDITION)	COMPANY PRACTICE	COMPLIANCE
Principle 7 – Recognise and manage risk
Recommendation 7.1	Paragraph 4.1confirms the Audit, Risk and
a) have a committee or committees to oversee risk, each of which:	Governance Committee is comprised of independent Directors.
1) has at least three members, a majority of whom are independent directors; and	Paragraph 4.3confirms the Sustainability and Operational Risk Committee is comprised of independent Directors.
2) is chaired by an independent director, and disclose:	Paragraph 4.1confirms that the Company has
	adopted a formal Audit, Risk and Governance
3) the charter of the committee;	Committee Charter which is disclosed on the
4) the members of the committee; and	Company’s website.
5) as at the end of each reporting period, the number of times the committee	Paragraph 4.3confirms the Company has adopted a formal Sustainability and Operational
met throughout the period and the individual attendances of the members	Risk Committee Charter which is disclosed on the Company’s website.
at those meetings.	Paragraphs 4.1 and 4.3confirms the number
	of meetings during the annual reporting
	period and the individual attendance at those
	meetings is disclosed in the Directors’ Report
	in the Annual Report.
Recommendation 7.2	Paragraph 6describes the Company’s approach
The board or a committee of the board should:	to risk management, internal controls and senior
a) review the entity’s risk management framework at least annually to satisfy itself that it continues	management’s responsibility for implementing and reporting on effective risk management.
to be sound and that the entity is operating	Paragraph 6confirms that a review of the
with due regard to the risk appetite set by	Company’s risk management framework has
the board; and	taken place.

• b) disclose, in relation to each reporting period, whether such a review has taken place.

Recommendation 7.3

• A listed entity should disclose:

• a) if it has an internal audit function, how the function is structured and what role it performs; or

• b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.

Recommendation 7.4 A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.

The Company does not consider it necessary, at this time, to have a formal internal audit function. As set out in further detail in Paragraph 2.3, in CY25 the Company has agreed its first ‘Internal Audit Framework’ which sets out a roadmap to the implementation of a formal internal audit function. Paragraph 6 describes the Company’s processes for evaluating and improving its risk management and internal control processes.

Paragraph 6 confirms that the special risks that affect the Company and how it manages those risks are described in the Annual Report.

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2025 CORPORATE GOVERNANCE STATEMENT CONTINUED

ASXCGC RECOMMENDATION (4TH EDITION)	COMPANY PRACTICE	COMPLIANCE
Principle 8 – Remunerate fairly and responsibly
Recommendation 8.1 The board of a listed entity should: a) Have a remuneration committee which: 1) has at least three members, a majority of whom are independent directors; and 2) is chaired by an independent director, and disclose: 3) the charter of the committee; 4) the members of the committee; and 5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	Given the Company’s size, Karoon does not have a remuneration committee. Between the Karoon Board and the People and Culture Committee the matters normally reserved for a remuneration committee are addressed. •Paragraphs 2.3 and 4.2confirm the People and Culture Committee and the Karoon Board is comprised of independent Directors. •Paragraphs 2.3 and 4.2confirm that the Company adopted a formal People and Culture Committee Charter and Board Charter which are disclosed on the Company’s website. •Paragraphs 3.1 and 4.2confirm the number of meetings during the annual reporting period and the individual attendance at those meetings is disclosed in the Directors’ Report in the Annual Report.
Recommendation 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	Paragraph 9describes the Company’s approach to the remuneration of Executive and Non-Executive Directors. Further information regarding the remuneration of Directors and other key management personnel is set out in the Directors’ Report (Remuneration Report section) of the Annual Report.
Recommendation 8.3 A listed entity which has an equity-based remuneration scheme should: a) have a policy on whether participants are permitted to enter transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and b) disclose that policy or a summary of it.	Paragraph 9confirms that the Company restricts these types of transactions in its Share Trading Policy which is available on the Company’s website.
Principle 9 – Additional recommendations that apply	only in certain cases
Recommendation 9.1	This recommendation does not apply	Not
A listed entity with a director who does not speak	to the Company.	applicable.
the language in which board or security holder
meetings are held or key corporate documents
are written should disclose the processes it has
in place to ensure the director understands and
can contribute to the discussions at those meetings
and understands and can discharge their obligations
in relation to those documents.
Recommendation 9.2	This recommendation does not apply	Not
A listed entity established outside Australia should	to the Company.	applicable.
ensure that meetings of security holders are held
at a reasonable place and time.
Recommendation 9.3	This recommendation does not apply	Not
A listed entity established outside Australia, and	to the Company.	applicable.
an externally managed listed entity that has an AGM,
should ensure that its external auditor attends its
AGM and is available to answer questions from
security holders relevant to the audit.

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2025 CORPORATE GOVERNANCE STATEMENT CONTINUED

• reviewing and monitoring the effectiveness of the Company’s risk management framework including for both financial and non-financial risks and setting the risk tolerance within which the Board expects management to operate;

1. ABOUT THIS STATEMENT

This Corporate Governance Statement is current as at 25 February 2026 and has been approved by the Karoon Board.

Karoon’s Corporate Governance Framework is set out below. Karoon’s approach to governance is premised around the delegation of tasks and responsibilities, while retaining accountability for outcomes:

• satisfying itself that an appropriate framework exists for relevant information to be reported by management to the Board;

• reviewing and monitoring management and Company performance;

			•reviewing and monitoring
	Shareholders		management and Company performance;
Accountability	Board of Directors Board Commitees CEO/MD	Delegation	•appointing, appraising and where necessary replacing the CEO/MD, other senior executives and the Company Secretary; •setting the remuneration of the Board of Directors and the CEO/ MD, and reviewing and approving
			the Company’s remuneration
	Senior Executives		framework and policies to ensure
	(including KMP)		they are aligned to Karoon’s values, strategic direction
			and risk tolerance;

• appointing, appraising and where necessary replacing the CEO/MD, other senior executives and the Company Secretary;

• approving and overseeing the Reserves and Resources Policy, including any new resource bookings or revisions;

2. BOARD OF DIRECTORS

2.1 Role of the Board

The Board acts on behalf of shareholders and is accountable to shareholders for the overall direction and governance of the Company.

• reviewing and approving the Company’s sustainability framework, annual objectives and annual sustainability reporting;

The following matters are the responsibility of the Board:

• approving and monitoring the progress of major capital expenditure, capital management, operating budgets and acquisitions and divestments;

• defining and monitoring the purpose, culture and strategic direction of the Company;

• approving the Company’s Code of Conduct, including its statement of values, to underpin the desired culture within the Company;

• approving and monitoring accounting and corporate reporting, including the external audit;

• defining and monitoring policies and procedures to ensure the Company operates within its legal, ethical, social and environmental requirements;

• overseeing the Company’s process for making timely and balanced disclosure of all material information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company’s securities;

• establishing control and accountability systems within the Company’s group operations to conform to the legal requirements and the expectations of shareholders and other stakeholders;

• establishing the framework for the approval of non-audit services to be provided by the Company’s external auditor.

• reviewing and approving changes to the Performance Review Policy;

• reviewing the Board Skills Matrix to assist in identifying and assessing the necessary and desirable competencies and characteristics for Board membership and regularly assessing the extent to which those competencies and characteristics are represented on the Board; and

• monitoring succession plans to maintain an appropriate balance of skills and diversity on the Board and for the position of CEO/MD.

Given the Company’s size, it does not have a separate nomination committee. The Board is responsible for Board succession plans, independence, composition and diversity matters.

2.2 Delegation of authority

Responsibility for day to day management and administration of the Company is delegated by the Board to the CEO/MD appointed by the Board and other senior executives and employees approved by the Board.

The delegation of authority is formally documented in the Company’s Delegation of Authority. Management is accountable to the Board for the discharge of this delegated authority and for compliance with any limits on that authority.

The CEO/MD manages the Company in accordance with the purpose, culture, strategy, plans and policies approved by the Board.

The Board has procedures to assess the performance of, and when necessary replace, the CEO/MD and other senior executives.

The roles and responsibilities of the Board, including the responsibilities of the Chair are listed in the Company’s Board Charter, which can be found under the Governance tab on the Company’s website at www.karoonenergy.com.au.

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2025 CORPORATE GOVERNANCE STATEMENT CONTINUED

2.3 Structure and composition of the Board

Tenure (Non-Executive Directors )

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33% 34% 0–3
3–6
6–9
9+ years
33%
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Board Gender Diversity (Non-executive Directors)

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Female
50% 50%
Male
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Location (Non-executive Directors)

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34%
Australia
Brazil
66%
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Our Board’s focus areas and activities in CY25

In addition to matters routinely considered, the focus areas of our Board during CY25 included:

During the reporting period, the Board:

• Oversaw the implementation of Project Sirius, that being the establishment of Karoon’s group headquarters in Houston, USA, including oversight of the orderly transition of responsibilities and employees.

• Led the recruitment and onboarding of Ms. Carri Lockhart as the CEO/MD of Karoon. As part of the implementation of Project Sirius the Board and its committee will monitor succession planning and any necessary adjustments to Karoon’s remuneration practices.

• Considered and revised Karoon’s Continuous Disclosure Policy and Share Trading Policy to ensure ongoing compliance with ASX and legislative requirements, clarify accountabilities and escalation within the group.

• In addition, the Board reviewed and agreed Karoon’s first ‘Internal Audit Framework’ which sets out a roadmap to the implementation of an internal assurance function to better support the board’s oversight of risk, compliance and internal control as Karoon expands in size and complexity.

As at 31 December 2025, the Board was constituted by seven (7) Directors, including the CEO/MD, the majority of whom were independent Non-Executive Directors.

The skills, experience and expertise relevant to the position of each Director who was in office at the date of the Annual Report and their term of office are detailed in the Board of Directors section of the Directors’ Report in the Annual Report. As part of the Company’s commitment to ongoing professional development, Directors may participate in the Company’s professional development program.

The Company’s Chair is an independent Non-Executive Director.

The Board considers that the Directors have the range of skills, knowledge and experience necessary to direct the Company effectively. The Non- Executive Directors contribute operational and international experience, an understanding of the industry in which the Company operates, knowledge of financial markets and an understanding of the health, safety, environmental and social matters that are important to the Company.

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2025 CORPORATE GOVERNANCE STATEMENT CONTINUED

A Board Skills Matrix for the current Board is set out below:

Karoon Energy Ltd Board Skills Matrix as at 31 December 2025

		NUMBER OF
		DIRECTORS WITH
		SATISFACTORY (S) OR
		HIGH (H) EXPERIENCE
SKILLS	DESCRIPTION OF SKILL/EXPERIENCE	(TOTAL = 7)
Oil and Gas Sector	Management, advisory or board level experience in the oil and gas industry,	7H
	including international upstream oil and gas experience.
Strategy	Experience in developing, implementing and monitoring strategic	7H
	business plans.
Mergers and	Experience in the acquisition and sale of international energy, resource	7H
Acquisition	or oil and gas assets (including farm-in and farm-out processes) as well
	as mergers, acquisitions and other corporate transactions.
Project	Experience in developing substantial exploration and production projects	5H
Development	in the oil and gas, resources or energy industries.
Emerging Markets	Experience in conducting business in international jurisdictions including	7H
/Regulatory	having a conceptual understanding of various regulatory frameworks,
	including Brazil and the US Gulf Coast.
Geological,	Experience in analysing geological and geophysical models and/or	4H/1S
Geophysical and	engineering data to inform oversight of exploration, production and
Engineering	corporate opportunities.
Commercial/	Experience in:	7H
Operations	•Commercial decision making in a senior management role with an
	appreciation of operational conditions and practices and/or experience
	in operations management; and
Legal	Legal experience, preferably with commercial and contracting experience	4H/3S
	in the oil and gas, energy or resources sectors.
Financial	Experience in capital markets and financial management and accounting	6H/1S
	practices in the energy, resources or oil and gas industry.
Safety,	Experience in relation to:	6H/1S
Environment and Diversity	•Workplace health, safety and environmental management and the design, implementation and oversight of HSSE Management Systems;
	•People and workplace cultural management; and
	•Fostering appropriate levels of diversity across boards, management
	teams and staff (including in relation to gender, age, culture, skills and
	experience, personality).
Stakeholder	Experience in successfully engaging with internal and external stakeholders	7H
Engagement and	at all levels.
Investor Relations
Sustainability,	Experience in:	7H
Climate and Governance	•the transition to a low carbon economy;
	•enabling innovation and technology in business;
	•the design, implementation and oversight of effective governance
	frameworks including in relation to compliance and risk management
	processes and development of good corporate culture (including
	in relation to safety, technology, disruption, carbon, anti-bribery
	and corruption).

NOTE: to the table: the following definitions form of the basis of the Board’s self-assessment:

High Skill – Extensive and sustained experience at board, executive or advisory level in the relevant field or recognised expertise with recent and relevant exposure teaching/lecturing or leading in the subject area. Able to mentor or guide others and contribute meaningfully to Board-level decision-making.

Satisfactory Skill – Practical experience and understanding sufficient to contribute effectively to governance and strategic oversight. Able to engage constructively in Board discussions on the topic.

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2025 CORPORATE GOVERNANCE STATEMENT CONTINUED

2.4 Supplementing the Board’s skills and experience

The Board understands that it must continue to educate itself on the key issues, risks and opportunities facing the business, including evolving business, shareholder, and regulatory expectations. The Board supplements its skills and expertise, utilising management and subject matter experts and advisors. During the year, directors undertook formal training on key developments in the employment landscape.

2.5 Independence of Directors

When determining the independent status of a Director, the Board has adopted the definition of independence as set out in the ASXCGC Recommendations 4th Edition. Accordingly, when determining the independence of a Non-Executive Director, the Board considers whether the Director:

• is, or has been, employed in an executive capacity by the Company or any of its subsidiaries and there has not been a period of at least three years between ceasing such employment and serving on the Board;

• receives performance-based remuneration (including options or performance rights) from, or participates in an employee share incentive scheme of the entity;

• is, or has been within the last three years, in a material business relationship (e.g. as a supplier, professional adviser, consultant or customer) with the Company or any of its subsidiaries, or an officer of, or otherwise associated with, someone with such a relationship;

• is, represents, or is, or has been within the last three years an officer or employee of, or professional adviser to, a substantial holder;

• has close personal ties with any person who falls within any of the categories described above; or

• has been a director of the entity for such a period that their independence from management and substantial holders may have been compromised.

In each case, the materiality of the interest, position, association or relationship is assessed by the Board to determine whether it might interfere, or might reasonably be seen to interfere, with the Director’s capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company as a whole rather than in the interests of an individual security holder or other party.

As at 31 December 2025, the NonExecutive Directors of the Company were Ms Joanne Palmer, Ms Luciana Rachid, Ms Melissa Holzberger, Mr Peter Botten, Mr Peter Turnbull and Mr Tadeu Fraga.

During the reporting period, these Non-Executive Directors were considered to be independent based on the above criteria. Ms. Lockhart was considered by the Board not to be independent as she is an Executive of the Company.

Mr Fraga currently serves as a board member or advisor to several oil and gas services companies, including Radix Engenhaira e Software (“Radix”). Radix may provide engineering consulting services to Karoon from time to time. Mr Fraga has confirmed that as a director of Radix, he has no involvement in, or influence over, any decisions made in relation to any of the above services.

Accordingly, the Board is satisfied that the work performed by Radix does not affect Mr Fraga’s independence as a Non-Executive Director, nor does it constitute a conflict of interest and complies with the Corporations Act 2001. The Board has also put in place appropriate safeguards to address any actual, potential or perceived conflicts of interest if they should arise

2.6 Selection and Appointment of Directors

The ongoing composition of the Board is overseen by the Board, which has specific responsibility for:

• reviewing the Board Skills Matrix to assist in identifying and assessing the necessary and desirable competencies and characteristics for Board membership and regularly assessing the extent to which those competencies and characteristics are represented on the Board;

• selecting candidates for appointment, re-appointment or removal as a director. In electing directors for appointment, the Board will ensure there is a process for recruitment including evaluating the balance of skills set out in the Board Skills Matrix, knowledge, experience, independence and diversity on the Board and senior executive;

• setting the remuneration of the Board of Directors and the CEO/ MD and reviewing and approving the Company’s remuneration framework and policies to ensure they are aligned to Karoon’s values, strategic direction and risk tolerance.

• ensuring there is a written agreement for each director;

• monitoring the induction and continuing professional development programs for directors, to facilitate directors receiving ongoing briefings on legislative developments impacting directors’ responsibilities;

• assessing the time required from Non-Executive Directors and whether such time requirements are being met and assessing any other directorships or positions with significant time commitments before accepting new appointments as director of listed entities; and

• an annual internal performance review, and an independent five yearly review, of the Board, Committees and Directors.

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Non-Executive Directors are required to inform the Chair of the Board of other material directorships or positions with significant time commitments before accepting new appointments as directors of listed entities.

The procedure for selecting and recommending candidates for appointment or re-appointment as Directors can be found in the Board Charter, which can be found under the Governance tab on the Company’s website at www.karoonenergy.com.au. As part of the selection process:

• appropriate checks are carried out;

• shareholders are provided with all material information relevant to the election and re-election of Directors;

• on appointment, a written agreement is entered into setting out the terms of their appointment; and

• an induction program is carried out for new Directors.

2.7 Review of Board, Director and Senior Executive

Performance evaluations of the Directors were undertaken in accordance with the Performance Review Policy, in accordance with the process summarised below.

The evaluation process generally includes a combination of:

• Discussion with and self-assessment by Directors on their individual performance and effectiveness and the effectiveness of the Board, its committees and the respective Board and committee chairs;

• Peer assessment and feedback; and

• Feedback from management on issues relevant to performance management.

Karoon’s senior executives, which include no full assessment, took place in terms of Dr Fowles who ceased as CEO/MD during the year. Each senior executive has a written agreement describing their responsibilities. Performance evaluations for senior executives occurred during the annual reporting period, in accordance with the process described in the Performance Review Policy.

Both Dr Fowles and Ms Lockhart’s performance during the year was linked to Karoon Corporate Scorecard.

The Performance Review Policy for the Board and senior executives can be found under the Governance tab on the Company’s website at www.karoonenergy.com.au.

The outcome of the CY25 Corporate Scorecard can be found on page 65 of the Annual Report.

3. OPERATION OF THE BOARD

3.1 Board Meetings

The Board meets at least six (6) times annually with additional Board and Committee meetings, if and when required, to discuss specific matters.

The Board met 12 times during the period from 1 January 2025 to 31 December 2025. This was in addition to workshops and strategy sessions.

3.2 Independent Advice

Directors may seek any independent professional advice they consider necessary to fulfil their responsibilities and to exercise independent judgment when making decisions. If the Chair of the Board consents, the Company will pay a director’s costs of seeking independent professional advice. That consent may not be unreasonably withheld or delayed.

3.3 Company Secretary

The Company Secretary is appointed (or removed) by the Board or with Board approval. Each director can communicate directly with the Company Secretary and vice versa. The Company Secretary is accountable to the Board, through the Chairman, on all matters related to for the proper functioning of the Board and its committees. Details on the responsibilities of the Company Secretary are set out in the Board Charter.

More information about Karoon’s Company Secretary’s experience and qualifications can be found on page 47 of the Annual Report.

4. BOARD COMMITTEES

The Board has the ability under the Company’s Constitution to delegate its process and responsibilities to Committees of the Board.

As at 31 December 2025 the Board has established three (3) standing Committees to assist it in effectively exercising its responsibilities.

These are the:

• Audit, Risk and Governance Committee;

• People and Culture Committee; and

• Sustainability and Operational Risk Committee.

The Board reviews the performance of the Committees and considers whether new committees are required. During CY25, the Board considered the performance and charters of the Board and its Committees.

4.1 Audit, Risk and Governance Committee

The role of the Audit, Risk and Governance Committee is to oversee the financial reporting process to seek to ensure the balance, transparency and integrity of published financial information, oversee risk identification and management and ensuring that the Company has the appropriate ethical standards and corporate governance policies and practices in place. The Board has formally adopted an Audit, Risk and Governance Committee Charter.

The responsibilities of the Audit, Risk and Governance Committee include:

Powers and functions

• improving the credibility and objectivity of the Company’s accountability processes (including financial reporting);

• engage independent counsel and other advisers it deems necessary to carry out its duties;

• regularly assess the need for an internal audit function and implement as required;

• ensure the attendance of Company officers at meetings as appropriate;

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• be directly responsible for recommending to the Board the appointment, compensation, retention and oversight of the work of the external auditor, including rotation of the external audit engagement partner; and

• provide a recommendation to the Board as to whether the Company’s financial statements reflect the understanding of the committee members, and otherwise provide a true and fair view, of the financial position and performance of the Company;

• recommend to the Board all external audits and review engagement fees and terms as well as reviewing policies for the provision of non-audit services by the external auditor (and, when required, the framework for the pre-approval of such services).

• obtain from the CEO/MD and the CFO, a written declaration under s 295A of the Corporations Act that:

  • financial records have been properly maintained in accordance with the Corporations Act;

• Financial Risk Management and Internal Control

• written declarations have been received from senior management within each Karoon jurisdiction confirming tax compliance of financial statements within that jurisdiction;

• lead the Company’s strategic direction in the management of material business risks (but excluding operational risks);

• work with the Board and management to determine the Company’s risk tolerance;

• financial statements present a true and fair view, in all material respects, of the Company’s financial condition, operational results and are in accordance with relevant accounting standards; and

• evaluate whether management is setting the appropriate control culture by communicating the importance of internal control and management of business risk;

• there is an effective and efficient operation of the Company’s financial risk management and internal compliance and control system;

• understand the internal control efficient operation of the

• systems implemented by Company’s financial risk

• management for the approval management and internal

• of transactions and the recording compliance and control system;

• and processing of financial ‒

• data; and review the Directors’ Report;

• understand the controls and ‒ review the Annual Report; and processes implemented by ‒ review the Annual Financial management to ensure that the financial statements derived from Budget, including providing feedback on assumptions,

• the underlying financial systems, objectives and fulfilling the

• comply with relevant Australian strategic objectives of the

• Accounting Standards and Company.

• requirements, and are subject to appropriate management review.

• review the Annual Report; and

Compliance with Laws, Regulations, Internal Policies and Industry Standards

Financial Reporting

• gain an understanding of the • be satisfied that all regulatory current areas of greatest financial compliance matters related to risk and how these are being the business of the Company have managed; been considered in the preparation

• • review significant accounting and of the financial statements; reporting issues, including recent • review any incident of fraud and professional and regulatory other break down of internal pronouncements, and understand controls; their impact on financial reports; • review any reports of misconduct

• • meet with management and the made in accordance with the external auditor to review financial Company’s Whistleblower statements, key accounting Protection Policy; policies, judgements and decisions, and the results of the audit;

• review and make recommendations for Board approval in relation to corporate governance and oversee the following:

• Code of Conduct;

• Anti-Bribery, Fraud and Corruption Policy;

• Related Party Policy;

• Speak Up Policy and Whistleblower Protection Policy;

• Continuous Disclosure Policy; and

• Share Trading Policy.

monitor external best practice developments and trends in relation to corporate governance, compliance, regulatory and risk management policy and practice (including in relation to the ASX Corporate Governance Council’s Principles and Recommendations);

• review on at least a bi-annual basis the Company’s overall corporate governance framework;

• review and make recommendations for Board approval in relation to the annual Corporate Governance Statement prior to its publication;

• monitor the effective communication of the Company’s corporate governance policies to all Karoon employees, and

• monitor the effective communication of the Company’s corporate governance policies to shareholders, media, analysts and other external stakeholders.

Working with the External Auditor

• review the professional qualification of the external auditor (including background and experience of partner and auditing personnel);

• consider the independence of the external auditor and any potential conflicts of interest;

• review on an annual basis the performance of the external auditor and make recommendations to the Board for the appointment, reappointment or termination of the appointment of the external auditor;

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2025 CORPORATE GOVERNANCE STATEMENT CONTINUED

• review the external auditor’s proposed audit scope and approach for the current year in light of the Company’s circumstances and changes in regulatory and other requirements;

• discuss with the external auditor any audit problems encountered in the normal course of audit work, including any restrictions on audit scope or access to information;

• ensure that significant findings and recommendations made by the external auditor and

• management’s proposed response are received, discussed and acted on appropriately;

• discuss with the external auditor the appropriateness of the accounting policies applied in the Company’s financial reports and whether they are considered to be aggressive, balanced or conservative; and

• review policies for the provision of non-audit services by the external auditor and, where applicable, the framework for pre-approval of audit and non-audit services.

The Audit, Risk and Governance Committee reports to the Board after each committee meeting and minutes of meetings are provided to all Directors.

A full description of the role and responsibilities of the Audit, Risk and Governance Committee is contained in the Audit, Risk and Governance Committee Charter, which can be found under the Governance tab on the Company’s website at www.karoonenergy.com.au.

As at 31 December 2025, the Audit, Risk and Governance Committee consisted of the following three (3) independent Non-Executive Directors:

• Ms Joanne Palmer (Chair of Committee)

• Mr Peter Turnbull; and

• Mr Peter Botten.

The relevant qualifications and experience for each of the members of the Audit, Risk and Governance Committee is detailed in the Board of Directors section of the Directors’ Report in the Annual Report.

The Audit, Risk and Governance Committee met 4 times during the period from 1 January 2025 to 31 December 2025.

4.2 People and Culture Committee

The role of the People and Culture Committee is to oversee the following:

People and Culture

• overseeing the development and implementation of employee performance and development programs and succession plans to attract, motivate and retain high quality people to enable appropriate skills, experience and the capability to deliver on the Company’s business strategy;

• overseeing the Company’s approach to culture and diversity;

• reviewing and monitoring employee engagement;

• reviewing on at least an annual basis, the measurable objectives for achieving gender diversity under the Diversity and Inclusion Policy and in accordance with the ASX Corporate Governance Council’s Principles and Recommendations and assessing progress against the objectives;

• monitoring the effective communication of the Diversity and Inclusion Policy and Performance Review Policy;

Remuneration Strategy, Policies and Structure

With respect to employees (excluding the CEO/MD in respect of whom such matters are reserved for the Board), reviewing, monitoring and making recommendations to the Board on the following:

• defining the Company’s remuneration policies and strategic objectives for remuneration frameworks to ensure they are informed by market practice, trends and legislative and regulatory requirements;

• assessing the separate policies and practices regarding remuneration of senior executives;

• the Company’s recruitment, retention and termination policies and procedures for senior executives;

• seeking external advice to ensure that employees are being rewarded with remuneration packages commensurate with their responsibilities and make recommendations to the Board on any incentive scheme and any proposed changes;

• reporting on the progress against the long term performance hurdles making recommendations on equity allocations, including outcomes of short-term objectives in line with company performance;

• recommendations from the CEO/ MD relating to proposed merit increases for direct reports;

• overseeing fee frameworks, including superannuation arrangements for senior executives and other employees;

• identifying any changes to the Senior Executive Remuneration Policy;

• reviewing and recommending to the Audit, Risk and Governance Committee and the Board the annual audited Remuneration Report for approval; and

• considering the outcome of the annual shareholder advisory vote on the adoption of the Remuneration Report and feedback of key stakeholders.

The People and Culture Committee reports to the Board after each committee meeting and minutes of meetings are provided to all Directors.

A full description of the role and responsibilities of the People and Culture Committee is contained in the People and Culture Committee Charter, which can be found under the Governance tab on the Company’s website at www.karoonenergy.com.au.

As at 31 December 2025, the People and Culture Committee consisted of the following three (3) independent Directors:

• Mr Peter Turnbull (Chair of Committee);

• Mr Peter Botten; and

• Ms Melissa Holzberger

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• Karoon’s environmental and social programs;

• • external best practice developments and trends in relation to sustainability and operational risk management policy and practice.

• The Sustainability and Operational Risk Committee reports to the Board after each committee meeting and minutes of meetings are provided to all Directors.

The People and Culture Committee met 5 times during the period from 1 January 2025 to 31 December 2025. The People and Culture Committee Charter was reviewed and approved by the Board in January 2025.

• Review • on at least an annual basis, the effectiveness of the Company’s operational risk management framework in identifying and managing operational risks and controlling internal processes;

4.3 Sustainability and Operational Risk Committee The Sustainability and Operational Risk Committee is responsible for:

4.3 Sustainability and	controlling internal processes;	policy and practice.
Operational Risk Committee The Sustainability and Operational Risk Committee is responsible for:	•management’s plans for mitigation of material operational risks faced by the Company;	The Sustainability and Operational Risk Committee reports to the Board after each committee meeting and
Strategic Direction •leading the Company’s strategic direction in the management of material operational risks; •working with the Board and management to determine the Company’s operational risk tolerance; •identifying opportunities to minimise the potential for harmful environmental or social impacts arising from Karoon	•the Operational Risk Register on a periodic basis, identifying the main internal and external risk sources including material exposures to operational, environmental and social sustainability risks associated with the Company’s equity/ participatory interests in oil and gas exploration, development and production projects and operations; •the Company’s operational insurance program;	minutes of meetings are provided to all Directors. A full description of the role and responsibilities of the Sustainability and Operational Risk Committee is contained in the Sustainability and Operational Risk Committee Charter, which can be found under the Governance tab on the Company’s website at www.karoonenergy.com.au. As at 31 December 2025, the Sustainability and Operational Risk Committee consisted of the following
operations; and	•the Company’s HSSE performance;	four (4) independent Directors:
•key policies and strategies in relation to the health and safety of Karoon employees and the environmental and social impacts	•any environmental or social impacts arising from the Company’s operations;	•Ms Luciana Rachid (Chair of Committee); •Mr Peter Turnbull;
of Karoon operations, including the: (i) Health, Safety, Security and Environment (HSSE) Policy; (ii) Risk Management Policy; and (iii) Sustainability Policy.	•compliance with the Company’s OMS and legislative and regulatory requirements with respect to HSSE and sustainability issues, including the requirements of approved environmental plans related to the Company’s operations; and	•Mr Peter Botten; and •Mr Carlos Tadeu da Costa Fraga. The Sustainability and Operational Risk Committee met 5 times during the period from 1 January 2025 to 31 December 2025.
Oversight	•the Company’s annual
•operational risk profile and risk	Sustainability Report, which
management framework;	includes Karoon’s carbon
•implementation and review of operational risk management and internal compliance and control systems;	emissions reporting, having regard to the recommendations of the Financial Stability Board’s Taskforce on Climate Related Financial Disclosures.
•management and identification of material exposure to operational,	Recommendations
environmental and social	•the Company’s operational risk
sustainability risks and how those	tolerance and particular
risks are managed;	operational risks and/or risk
•the Company’s Operating	management practices;
Management System (OMS) with	•continuous improvement of
a focus on HSSE issues; and	operational risk management
•the Company’s environmental and social programs.	and internal control processes, including any issues arising from reviews;

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2025 CORPORATE GOVERNANCE STATEMENT CONTINUED

5. MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER ASSURANCES

The Board requires accountability for the Company’s financial reporting by requiring both the CEO/MD and CFO to confirm in writing to the Board that:

• the financial records of the Company for the financial period have been properly maintained in accordance with Section 286 of the Corporations Act 2001 ;

• the consolidated financial statements and notes for the financial period comply with relevant Australian Accounting Standards;

• the consolidated financial statements and notes for the financial period give a true and fair view; and

• in respect of the financial period, any other matters that are prescribed by the regulations for the purposes of Section 295A(2) (d) of the Corporations Act 2001 in relation to the consolidated financial statements and the notes for the financial period are satisfied,

and this opinion is formed on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.

The CEO/MD and CFO have provided written confirmation in respect of the matters referred to above in respect of the quarterly, half-year and annual reporting period.

6. RISK ASSESSMENT AND MANAGEMENT

The Company has a Risk Management Policy. Throughout the annual reporting period, senior management, through the Risk Management Team, the Sustainability and Operational Risk Committee and Audit, Risk and Governance Committee reported to the Board on the Company’s management of its material business and operational risks and the Company has continuously reviewed and improved risk management and internal compliance and control systems.

The Company, with the oversight of the Audit, Risk and Governance Committee and the Sustainability and Operational Risk Committee and the Board, will continue to review and improve its risk management systems and internal controls in conjunction with senior management over the coming financial periods.

7. EXTERNAL AUDITORS

The Audit, Risk and Governance Committee oversees the co-ordination of the external auditors and monitors the effectiveness and independence of the external auditor.

The Company has prepared an External Auditor Selection Policy, pursuant to which the external auditor is required to rotate its audit partner so that no individual partner is responsible for the Company’s accounts for a period of more than five consecutive years.

The Company’s External Auditor Selection Policy can be found under the Governance tab on the Company’s website at www.karoonenergy.com.au.

8. ACTING LAWFULLY,

ETHICALLY AND RESPONSIBLY

The Directors, officers, employees and consultants of the Company are required to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Group.

8.1 Code of Conduct

The Company has developed a Code of Conduct for the Board, management and employees.

The Code includes:

• the practices necessary to maintain confidence in the Company’s integrity;

• the practices necessary to take into account legal obligations and the reasonable expectations of stakeholders; and

• the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.

• The Code of Conduct also sets out a purpose, vision, mission and values statement for the Company. Karoon’s purpose is to provide energy to a dynamic world, responsibly creating enduring benefits for all its shareholders.

• The Company’s vision is to be a leading, independent international energy company that adapts to a dynamic world in an entrepreneurial and innovative way. Karoon’s mission is to empower its people to deliver safe and reliable operations and build scale in a socially responsible and sustainable manner. Karoon seeks to have a culture which values safety, integrity, collaboration, commitment and respect.

• The Board is informed of any material breaches of the Code of Conduct.

• A copy of the Company’s Code of Conduct can be found under the Governance tab on the Company’s website at www.karoonenergy.com.au.

8.2 Diversity objectives

The Board recognises the importance of a diverse workforce and the diversity of thought and has adopted a Diversity and Inclusion Policy in accordance with the ASXCGC Recommendations 4th Edition.

Karoon has measurable objectives for achieving gender diversity and the Board assesses the objectives and progress towards achieving them on an annual basis through the People and Culture Committee.

The measurable objectives for achieving workplace diversity (including gender diversity) set by the Board for the CY25 reporting period and the Company’s progress towards achieving them are:

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2025 CORPORATE GOVERNANCE STATEMENT CONTINUED

MEASURABLE OBJECTIVE	COMPANY’S PROGRESS TO 31 DECEMBER 2025
•Promote a Board Composition that reflects	The Board participation rate of women has increased to 57%.
a broad range of perspectives, aligned with	The increase reflects the appointment of Ms Carri Lockhart as
our global operations.	CEO and Managing Director, following a comprehensive search
	process conducted by a specialist recruitment firm.
•Improve gender representation into senior	The Group participation rate of women increased to 42% at
leadership roles by fostering an inclusive	31 December 2025, while senior leadership participation rate
environment and providing equal	of women increased to 22%.
opportunities for all qualified employees.
•Maintain a commitment to pay equity by	This was achieved in the period. An equity review was conducted,
regularly reviewing compensation practices	aligned to Karoon’s pay grade structure, ensuring all employees
to ensure fairness across all career levels.	are paid fairly and equitably irrespective of their gender.
•Maintain structured, bias-free recruitment	This was achieved during the reporting period. Karoon
processes supported by inclusive talent	continued to monitor its recruitment and remuneration
acquisition strategies	processes for unintended gender bias.

See the table below setting out the	•Improve gender representation	8.4 Policy and Procedure
Karoon workforce gender profile:	into senior leadership roles by	for Share Trading
FEMALE % All employees 42%	fostering an inclusive environment and providing equal opportunities for all qualified employees.	Directors, officers, employees and contractors are prohibited from dealing in securities of the Company if
Senior Leaders1 22% Board 57% As of 31 December 2025, Karoon had 167 permanent employees, 42% of whom were women. 35% of Karoon’s new starters in CY25 were women. Gender diversity compared to energy sector2	•Maintain a commitment to pay equity by regularly reviewing compensation practices to ensure fairness across all career levels. •Maintain structured, bias-free recruitment processes supported by inclusive talent acquisition strategies 8.3 Fair Dealings and Related	they are in possession of information concerning the Group which, if made public, a reasonable person would expect to have a material impact on the price or value of the Company’s securities (‘inside information’). Directors, officers, key management personnel and other designated persons are prohibited from dealing in securities of the Company during
100	Party Transactions	any embargo period declared by
80 60 40	A Director, or entities in which a Director has a significant interest and/ or influence, who proposes to enter into a transaction with the Company, must make full disclosure of all	the Chair or Company Secretary. Embargo periods include the period of 14 days prior to the release of the Company’s quarterly report, half-year results and annual results to the ASX
20	material elements of the transaction.	and the period from the close of
		trading 10 days before the Company’s
Female Male 0 Karoon Energy Sector	Prior to a related party transaction being entered into, it must be approved by the:	Annual General Meeting. In addition, persons covered by the policy are restricted from entering into
The diversity objectives have been reviewed and the measurable objectives set for the 2026 year are:	•People and Culture Committee; •Board; and •Karoon’s shareholders prior to the	transactions in products associated with the Company’s securities which operate to limit the economic risk of their security holding over unvested
The copy of the Company’s Diversity and Inclusion Policy can be found under the Governance tab	transaction being entered into, unless an exception applies (as determined by the Karoon Board).	entitlements (including hedging arrangements), and from entering into margin lending or other secured
on the Company’s website at www.karoonenergy.com.au.	The Company’s Related Party Policy can be found under the Governance	financing arrangements over the Company’s securities.
•Promote a Board Composition that reflects a broad range of perspectives, aligned with our global operations.	tab on the Company’s website at www.karoonenergy.com.au.	These restrictions in dealing in securities of the Company are subject to the discretion of the relevant notification officer, to be exercised in exceptional circumstances.

1. The term “senior leaders” is defined by reference to Karoon’s internal organizational structure.

2. International Energy Agency – https://www.iea.org/topics/energy-and-gender.

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Prior to dealing in securities of the Company, Directors, other key management personnel and other designated persons must:

• seek written clearance from the relevant notification officer of the proposed dealing; and

• confirm to the relevant notification officer that he or she is not aware of any insider information that has not been released to the ASX.

Directors, officers, other key management personnel and other designated persons must advise the relevant notification officer of any dealing in securities of the Company within three business days of such dealing.

The Company’s Share Trading Policy can be found under the Governance tab on the Company’s website at www.karoonenergy.com.au.

8.5 Environment

The Company has a Health, Safety, Security and Environment Policy. Karoon recognises that its people are one of its most important resources. Karoon therefore makes it a top priority to ensure that all safety procedures are followed in accordance with industry practice and all applicable laws. In addition, Karoon takes its environmental and community obligations very seriously and aspires to best practice in all instances.

The Company’s Health, Safety, Security and Environment Policy and Sustainability Policy can be found under the Governance tab on the Company’s website at www.karoonenergy.com.au.

8.6 Disclosure of Information

The Company has developed a Continuous Disclosure Policy to ensure compliance by the Company with the Corporations Act 2001 and the ASX Listing Rules obligations in relation

to disclosure of information to the market and to ensure accountability at a senior management level for that compliance.

On confirmation of lodgement from the ASX, the Company will promptly ensure that its Board of Directors receives copies of all market announcements and that those announcements disclosed to the ASX in accordance with this policy are posted on the Company’s website.

Investor and analyst briefings

In addition to the above disclosures, the Company conducts investor briefings and discussions with analysts and institutional investors.

However, price sensitive information will not be discussed unless it has been previously disclosed to the market via an ASX announcement.

Any new and substantive investor or analyst presentations will be lodged with the ASX prior to the presentation commencing.

Briefing materials may also include information that is not strictly required under continuous disclosure requirements including where

the Company believes additional disclosure is appropriate and in accordance with good governance.

Briefing materials will be posted to the Company’s website promptly after the ASX confirms that the information has been received.

The Company’s Continuous Disclosure Policy can be found under the Governance tab on the Company’s website at www.karoonenergy.com.au.

8.7 Speak up and Whistleblower Policies

The Company has a Whistleblower Protection Policy and a Speak Up Policy and is committed to fostering a culture of corporate compliance, ethical behaviour, integrity, respect and good corporate governance.

The Board is informed of any material breaches of the Whistleblower Protection Policy.

The Company’s Whistleblower Protection Policy and Speak Up Policy can be found under the Governance tab on the Company’s website at www.karoonenergy.com.au.

8.8 Anti‑bribery, Fraud and Corruption Policy

The Company has an Anti-bribery, Fraud and Corruption Policy and is committed to conducting its operations and business activities with integrity and preventing bribery, fraud or corruption by any of its Directors, officers, employees or any other party acting on its behalf.

The Board is informed of any material breaches of the Anti-bribery, Fraud and Corruption Policy.

The Company’s Anti-bribery, Fraud and Corruption Policy can be found under the Governance tab on the Company’s website at www.karoonenergy.com.au.

9. REMUNERATION POLICY

The Company is committed to remunerating its Non-Executive Directors, executive directors and other senior executives in a manner that is market competitive, consistent with best practice and in the best interests of shareholders. The Company aims to align the interests of executive directors and other Senior Executives (together ‘ Senior Executives ’) with those of shareholders by remunerating Senior Executives through short-term and long-term incentives under the Performance Rights Plan in addition to their fixed remuneration.

The People and Culture Committee is responsible for senior executive remuneration (excluding the CEO/MD) and making recommendations to the Board.

The CEO/MD’s remuneration is set by the Board and may contain salary, performance payments and other share-based remuneration incentives.

Non-Executive Directors are remunerated by way of Directors’ fees in the form of cash and superannuation contributions at market levels. The Company has not established any schemes for retirement benefits, other than superannuation payments required by law, for Non-Executive Directors.

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2025 CORPORATE GOVERNANCE STATEMENT CONTINUED

The aggregate Directors’ fee pool to Non-Executive Directors is set and may not be increased without the prior approval of shareholders at a general meeting.

Performance rights over unissued ordinary shares of the Company issued to the CEO/MD are approved on a case-by-case basis by shareholders at relevant general meetings.

The Company has a policy restricting all recipients of performance rights under the Performance Rights Plan from:

• dealing at any time in financial products such as share options, performance rights, warrants, futures or other financial products issued over the Company’s securities by third parties such as banks and other institutions;

• an exception may apply where the Company’s ordinary shares form a component of a listed portfolio or index product; and/or

• entering into transactions in products associated with the Company’s securities which operate to limit the economic risk of their security holding in the Company over unvested entitlements (including hedging arrangements).

These restrictions are set out in the Company’s Share Trading Policy, which can be found under the Governance tab on the Company’s website at www.karoonenergy.com.au.

Further information on the remuneration of the Directors and other key management personnel can be found in the Remuneration Report section in the Annual Report, starting on page 54.

10. COMMUNICATION WITH SHAREHOLDERS

The Board aims to ensure that shareholders are informed of all major developments affecting the Company in accordance with its legal obligations. Information is communicated to shareholders as follows:

• the Annual Report is distributed to shareholders who request a copy. The Board ensures that the Annual Report includes relevant information about the operations of the Group during the relevant financial year, changes in the state of affairs of the Group and other disclosures required by the Corporations Act 2001 and the ASX Listing Rules;

• the Half-year Financial Report, prepared in accordance with the requirements of the Corporations Act 2001, is subject to an external auditor’s review. The Half-year Financial Report is sent to any shareholder who requests a copy;

• if required by law, proposed major changes in the Company which may impact on share ownership rights are submitted to a vote of shareholders; and

• the Company posts information about itself and its governance, reports, ASX and media releases and copies of significant presentations on the Company’s website at www.karoonenergy.com.au.

In addition, news announcements and other information are sent by email to all persons who have requested their details be added to the Company’s electronic mailing list. If requested, the Company, where appropriate, will provide general information by email or post.

The Company gives shareholders the option to receive communications from, and to send communications to, the Company and its share registry electronically.

The Company encourages its shareholders to participate in its Annual General Meeting, by attending, exercising their voting rights and asking questions of the Board. The Company will conduct voting on all substantive resolutions at the Annual General Meeting on a poll, ensuring that voting outcomes reflect the proportionate holdings of all shareholders who vote (whether in person or by proxy or other representative).

The Company arranges to have its external auditor attend the Company’s Annual General Meeting and they will be available to answer shareholder questions concerning the conduct of the external audit and preparation and content of the Independent Auditor’s Report.

The Chair will allow a reasonable opportunity at the Annual General Meeting for shareholders to ask questions of the Directors about the Company’s performance and operations.

11. VERIFICATION OF PERIODIC CORPORATE REPORTS

Karoon completes verification of all corporate reports including the annual and half yearly financial statements, quarterly reports, sustainability report, modern slavery report and climate transition disclosures or other periodic reports prepared for the benefit of shareholders. The content of these reports is verified with reference to, as appropriate, reliable written source materials and data or sign off from the content owner and progress through a hierarchy of reviews and approvals before approval by the Board and release to the market. Limited audit assurance is also provided in some instances. This is detailed in the underlying published documents.

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