Panoro Energy ASA

Remuneration Information • Jun 24, 2020

Panoro Energy - Awards and exercise under RSU program and mandatory notification of trades

Panoro Energy - Awards and exercise under RSU program and mandatory notification of trades

Oslo, 24 June 2020 - Panoro Energy ASA (the "Company" or "Panoro" with OSE

ticker: "PEN") announces the awards and exercise of Restricted Share Units

("RSUs") and notification of primary insider trades.

Awards of RSUs

For the year 2020, the Board of Directors have granted 719,087 RSUs to the key

employees of the Company under the Long-Term Incentive Plan ("LTIP") approved by

the shareholders at the 2018 Annual General Meeting. The awards are based on

specific performance criteria as previously approved by the Board of Directors.

One RSU will entitle the holder to receive one share in the Company against

payment in cash of the par value for the share. The par value is currently NOK

0.05 per share. Vesting of these RSUs is time based, over a period approved by

the Board of Directors. The vesting period of the RSUs is up to 14 June 2023,

where 1/3 of the RSUs vest on 14 June 2021 (the "First Tranche"), 1/3 vest after

1 year of the vesting of the First Tranche, and the final 1/3 vest after 2 years

from vesting of the First Tranche. RSUs are exercised automatically at the

respective vesting dates and the holder will be issued the applicable number of

shares as soon as possible thereafter.

Of the 719,087 RSUs, the primary insiders have been granted the following:

· John Hamilton, the Chief Executive Officer of the Company has been granted

324,358 RSUs;

· Richard Morton, the Technical Director of the Company has been granted

104,215 RSUs;

· Qazi Qadeer, the Chief Financial Officer of the Company has been granted

104,215 RSUs; and

· Nigel McKim, the Projects Director of the Company has been granted 104,215

RSUs.

The remaining 82,084 RSUs have been granted to other key employees.

Exercise of existing RSUs - settlement and Mandatory Notification of Trades

Under the Company's LTIP, 415,372 RSUs from the prior years' grants have vested

and have been automatically exercised. In accordance with the terms and

conditions of the RSUs, for this tranche the Board of Directors have decided to

settle approximately 54% of the exercised RSUs in new shares. A total of 222,401

new shares will be issued as part of the exercise of the 415,372 RSUs. The cash

settlement for each of the exercised RSU is after taking into account the

difference between NOK 0.05 (being the face value of the shares) and NOK 11.3979

(being the volume-weighted average price of the Company's shares on 23 June

2020, i.e. NOK 11.3479 per share. The settlement in new shares and cash have

been determined after taking into account the employees' tax liability arising

on the exercise of RSUs.

Consequently, the Board has utilized its authorization and passed a resolution

to issue 222,401 new shares, each at a subscription price of NOK 0.05. Existing

shareholders' pre-emptive rights to subscribe the shares have been set aside in

order for the Company to meet its obligations under the RSU program. Following

registration of the share issue, the Company's registered share capital will be

NOK 3,451,099.30, divided into 69,021,986 shares, each having a face value of

NOK 0.05.

The total settlement of shares and cash amount is allocated as follows:

John Hamilton, Chief Executive Officer has exercised 197,861 RSUs and will

receive 104,867 new shares and NOK 1,055,286.61, in cash settlement. Following

this, Mr. Hamilton controls 373,829 shares in the Company's enhanced share

capital and holds 521,313 RSUs awarded under the LTIP which, subject to

fulfilling the vesting conditions, entitles Mr. Hamilton to 521,313 shares in

the Company.

Richard Morton, Technical Director has exercised 68,773 RSUs and will receive

36,450 new shares and NOK 366,798.17 in cash settlement. Following this, Mr.

Morton controls 195,389 shares in the Company's enhanced share capital and holds

167,426 RSUs awarded under the LTIP which, subject to fulfilling the vesting

conditions, entitles Mr. Morton to 167,426 shares in the Company.

Qazi Qadeer, Chief Financial Officer has exercised 75,438 RSUs and will receive

39,983 new shares and NOK 402,339.79 in cash settlement. Following this, Mr.

Qadeer controls 161,860 shares in the Company's enhanced share capital and holds

167,426 RSUs awarded under the LTIP which, subject to fulfilling the vesting

conditions, entitles Mr. Qadeer to 167,426 shares in the Company.

Nigel McKim, Projects Director has exercised 20,483 RSUs and will receive 10,856

new shares and NOK 109,246.23 in cash settlement. Following this, Mr. McKim

controls 10,856 shares in the Company's enhanced share capital and holds 145,182

RSUs awarded under the LTIP which, subject to fulfilling the vesting conditions,

entitles Mr. McKim to 145,182 shares in the Company.

The remaining employees have exercised 52,817 RSUs and have received 30,245 new

shares and NOK 256,144.80 in cash settlement.

Following this settlement and award of new RSUs, the Company will have a total

of 1,149,150 outstanding RSUs. The funds from cash settlements have been

entirely used to settle the taxes due on vesting.

This information is subject to the disclosure requirements pursuant to section 5

-12 and section 4-2 of the Norwegian Securities Trading Act.

Enquiries:

Panoro Energy ASA                                      +44 203 405 1060

Qazi Qadeer, Chief Financial Officer            investors@panoroenergy.com

About Panoro Energy

Panoro Energy ASA is an independent E&P company based in London and listed on

the Oslo Stock Exchange with ticker PEN. The Company holds high quality

production, exploration and development assets in Africa, namely the Dussafu

License offshore southern Gabon, OML 113 offshore western Nigeria, and the TPS

operated assets, Sfax Offshore Exploration Permit and Ras El Besh Concession,

offshore Tunisia. For more information, please visit the Company's website

at www.panoroenergy.com.