Corporate Governance

Principle One: Establish a strategy and business model which promote long-term value for shareholders

Reabold’s strategy is to invest in low-risk, near-term projects which it considers to have significant valuation uplift potential, with a clear monetisation plan and where receipt of such proceeds will be returned to shareholders and re-invested into further growth projects.


The sale of Reabold’s share in Corallian and its Victory licence in 2022 for net consideration of £12.7 million
demonstrates the Reabold model:

• Reabold’s share of net proceeds £12.7 million after fees and other costs
• Victory asset valuation a significant uplift on Reabold’s total investment of £7.5 million in Corallian
• Acquisition of North Sea licences from Corallian for very attractive price of £250,000
• Quality of counterparty reflects Reabold management’s strong capabilities in identifying, advancing and
  monetising undervalued, strategic assets
• Reabold proposes to return a share of the net sale proceeds to shareholders in 2023 and re-invest into further growth projects. A share buyback programme commenced in April 2023.

Each investment the company makes must have low geological risk and clear exit opportunities.


We primarily identify oil & gas assets at the appraisal stage where there is a clear value creation opportunity between the investment required to progress the asset and the asset’s value at the point of monetisation. We invest in and provide modest funding for a diverse range of low risk, high impact projects with near term catalysts to create value. We are disciplined in our exit routes and consider selling assets prior to full project development in order to maximise the value of the whole Reabold portfolio.


Our strict investment criteria drives our portfolio potential.
We focus on:


Geology


Reabold invests in projects that are substantially de-risked from a technical perspective due to previous drilling. Each project should have existing regional production and historic discovery wells nearby or on the asset. Each asset must also possess sufficient running room to turn initially small projects into substantial regional businesses.


Economics


Each project must deliver extremely attractive returns at current and lower commodity price levels. Reabold seeks
robust, fast cycle projects that require limited capital expenditure and have low geopolitical risks. As projects are low cost, they typically exhibit materially lower carbon intensity than the industry average. Reabold’s non-operator model helps to keep costs low and allows the company to manage a diversified portfolio.


Investment Returns


Investment returns are key for Reabold. Projects must demonstrate the potential to deliver high returns over a short time frame and the opportunity to scale up and increase project returns beyond our initial project period.


Exit


Identifying the optimal time to exit a project is critical to Reabold’s strategy. Doing so effectively will allow the
company to scale and deploy more capital over time. Reabold has a highly-experienced small executive team with
significant investment experience in oil and gas projects, company evaluation and commercial industry expertise.
Reabold’s highly qualified Board of Directors bring significant public oil and gas company experience.

Principle Two: Seek to understand and meet shareholder needs and expectations

We value the feedback we receive from our shareholders, and we take every opportunity to ensure that where
possible their wishes are duly considered. The Board engages with shareholders to understand their priorities
and concerns through a range of engagement activities. In 2022, management made a commitment to improve
communication with shareholders. Management is now committed to shareholder engagement events every two months. This could take the form of corporate presentations published on our website, live online interactive presentations or investor events subsequently shared on our website. In Q1 2023, the company launched a new website so that shareholders and other stakeholders can more easily navigate company updates and
communications. The website includes a Q&A page which answers some of the most common investor questions.


All shareholders are encouraged to attend the company’s Annual General Meeting and any general meetings held by the company, which present an opportunity for shareholders to speak with the Executive Directors in a formal environment and in more informal one to one meetings.


The primary communication tool with our shareholders is through the Regulatory News Service (“RNS”) on regulatory matters and matters of material substance. The company’s new website, launched in March 2023,
provides details of the business, investor presentations and details of the Board, changes to major shareholder
information and QCA Code disclosure updates under AIM Rule 26. Changes are promptly published on the website to enable the shareholders to be kept abreast of company’s affairs. The company’s Annual Report and Notice of Annual General Meetings are available to all shareholders. The Interim Report and investor presentations are also available on our website.


Investor events are held with shareholders throughout the year. By providing a variety of ways to communicate
with investors the company feels that it reaches out to engage with a wide range of its stakeholders.

Principle Three: Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Board recognises that the long term success of the company is reliant upon the efforts of the employees of
the company and its contractors, suppliers, regulators and other stakeholders. The Board has put in place a range of processes and systems to ensure that there is close oversight and contact with its key resources and relationships. The company has close ongoing relationships with a broad range of its stakeholders and provides them with the opportunity to raise issues and provide feedback to the company. A description of how the group considers key stakeholders in its decision-making is included in the section 172 statement on page 24 of the Annual Report. The company’s ESG statement is on page 30 of the Annual Report.

Principle Four: Embed effective risk management, considering both opportunities and threats, throughout the organisation

The Board ensures that procedures are in place and such procedures are being implemented effectively to identify,
evaluate and manage the significant risks faced by the company. Key business challenges and risks are detailed on pages 13 and 14 of the Annual Report.


The Executive Directors have regular conference calls with the company’s Nominated Adviser and, when relevant,
the company’s corporate communications advisers to discuss – amongst other items – operations, key risks, and other relevant matters. Additionally, the group also has structured weekly operational and management conference calls with its JV partners to identify and discuss key business challenges and risk areas. The Board believes that this regular programme of internal communications provides an effective opportunity for potential or real-time risks to be identified, considered and – where necessary – addressed in a timely manner. Given the company’s current size, the Board considers that the Executive Management team—with oversight from the Non-Executive Board of Directors and relevant advisers, is sufficient to identify risks applicable to the company and its operations and to implement an appropriate system of controls. Accepting that no systems of control can provide
absolute assurance against material misstatement or loss, the Directors believe that the established systems for internal control within the group are appropriate to the size and cost structure of the business. An internal audit
function is not considered necessary or practical due to the size of the company and the close day to day control exercised by the Executive Directors. However, the Board will continue to monitor the need for an internal audit function. The Board has established appropriate reporting and control mechanisms to ensure the effectiveness of its control systems.

Principle Five: Maintain the board as a well-functioning, balanced team led by the chair

As at the date of publication, the Board comprised of Jeremy Edelman as the Non-Executive Chairman, Marcos Mozetic, Michael Felton and Anthony Samaha as Non-Executive Directors and Sachin Oza and Stephen Williams, the Co-Chief Executive Directors. Biographical details of the current Directors are set out on pages 16 and 17 of the Annual Report.


The Executive and Non-Executive Directors are subject to re-election at the second annual general meeting of the
company after their last appointment or reappointment, if not before.


The Board retains ultimate accountability for ensuring that the company has a robust governance framework in place, ensuring that governance is appropriately embedded throughout the business. The Board meets at least six times per annum. The Board has agreed that appointments to the Board are made by the Board as a whole and so has not yet created a Nominations Committee.


The Chair has overall responsibility for the management of the Board which in turn oversees the company’s strategy and operational and financial performance. The role of the Chairman is to provide leadership of the Board and ensure its effectiveness on all aspects of its remit to maintain control of the company. In addition, the Chairman is responsible for the implementation and practice of sound corporate governance. The Chairman is considered to have adequate separation from the day-to-day running of the company.


Michael Felton and Marcos Mozetic are considered to be Independent Directors. The Board notes that the QCA recommends a balance between executive and non-executive Directors and recommends that there be two independent non-executives. The Board will review further appointments as scale and complexity grows.


The company has adopted a share dealing code and policy which the Board regards as appropriate for an AIM quoted company and is compliant with the UK Market Abuse Regulations. The company takes all reasonable
steps to ensure it is compliant with Market Abuse Regulations and AIM Rules.


The Board has two committees as detailed below.


Audit Committee


The Audit Committee consists of Michael Felton as Chairman, Jeremy Edelman and Anthony Samaha. This Committee provides a forum through which the group’s finance functions and auditors, report to the non-executive Directors. Meetings may be attended, by invitation, by the company’s Nominated Adviser, company Secretary, other directors and the company’s auditors. The principal duties and responsibilities of the Audit Committee include:

• overseeing the group’s financial reporting disclosure process; this includes the choice of appropriate accounting policies;
• monitoring the group’s internal financial controls and assess their adequacy;
• reviewing key estimates, judgements and assumptions applied by management in preparing published financial statements;
• annually assessing the auditor’s independence and objectivity; and
• making recommendations in relation to the appointment, re-appointment and removal of the company’s external auditor.

The Board has not published an audit committee report, which the Board considers to be appropriate given the
size and stage of development of the company.


Remuneration Committee


Detailed information on the remuneration committee can be found on pages 27 to 29 of the Annual Report.


The Board will implement a Nomination committee at the appropriate time in line with changes to the structure,
size and composition of the Board.

Principle Six: Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The Board currently consists of six Directors. The company believes that the current balance of skills in the Board as a whole, reflects a very broad range of commercial and professional skills across geographies and industry sectors. The complementary skills and experience of our Board are included on pages 16 and 17 of the Annual Report. If the company identifies an area where additional skills are required, the company will often contract an
appropriately qualified third party to advise as required.

The Board recognises that it currently has a limited diversity, including a lack of gender balance, and this will form a part of any future recruitment consideration if the Board concludes that replacement or additional directors are required.


The Board shall review annually the appropriateness and opportunity for continuing professional development
whether formal or informal. The company secretary supports the chairman and executives in addressing the training and development needs of Directors, and their membership of appropriate professional and industry associations. These professional associations have ongoing professional development requirements, which the company supports. The company’s Nominated Adviser provides training on AIM Rules and the UK Takeover Code when required.

The Board regularly consults with its legal advisers to ensure compliance with the Companies Act and other
relevant legislation

Principle Seven: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

Internal evaluation of the Board and individual Directors is undertaken on an annual basis in the form of peer appraisal and discussions to determine the effectiveness and performance in various applicable areas to their role
as well as the Directors’ continued independence.


The results and recommendations that come out of the appraisals for the Directors shall identify the key corporate and financial targets that are relevant to each Director and their personal targets in terms of career development and training. Progress against previous targets shall also be assessed where relevant.


During the reporting period, the Board undertook a performance evaluation of the Executive Directors. For the 2022 performance period it was determined that no bonuses would be paid to the executive directors. Please
see the Directors’ remuneration report on page 27 of the Annual Report. In Q1 2023, the Remuneration Committee undertook a thorough and robust engagement process with independent remuneration specialists to design a share plan and incentive scheme for the executive directors and senior management. Please see note 26 post balance sheet events – Long Term Incentive Plan Awards for further details.


The Board performance evaluation is to be undertaken annually and includes an assessment of achievement of KPIs by Executive Directors. The Remuneration Committee undertakes a review of the remuneration of Executive Directors at least annually and may consult with external consultants to assist in the evaluation and determination of appropriate compensation and incentivisation schemes to ensure the company remains competitive in retaining management.


There is a strong flow of communication between the Directors, and in particular between the Co-Chief Executive Officers, Chief Financial Officer and the Chair, with consideration being given to the strategic and operational needs of the business. Minutes are drawn up to reflect the true record of the discussions and decisions made.

The Directors have a wide knowledge of the company’s business and understand their duties as directors of a quoted company. The Directors have access to the company’s Nominated Adviser, auditors and solicitors as and when required. The company’s Nominated Adviser provides Board room training on applicable matters. These advisors are available to provide formal support and advice to the Board from time to time and do so in accordance with good practice.


The company secretary, who is also the Chief Financial Officer, helps keep the Board up to date with developments
in corporate governance and liaises with the Nominated Adviser on areas of AIM requirements. The company secretary has frequent communication with the Chair, Co-Chief Executive Officers and chairs of the Committees
and is available to other members of the Board as required. The Directors are also able, at the company’s expense, to obtain advice from external advisers if required.


The Board is to consider periodically a succession plan. Executive Directors are to have sufficient length of notice
periods to ensure the appointment of new personnel and ensure sufficient time to handover responsibilities.

Principle Eight: Promote a corporate culture that is based on ethical values and behaviours

The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the company as a whole and that this will impact the performance of the company.


The Board is very aware that the tone and culture set by the Board will greatly impact all aspects of the company
as a whole and the way that employees behave. The corporate governance arrangements that the Board has adopted are designed to ensure that the company delivers long term value to its shareholders and that shareholders have the opportunity to express their views and expectations for the company in a manner that
encourages open dialogue with the Board. A large part of the company’s activities is centred upon what needs
to be an open and respectful dialogue with employees, clients and other stakeholders. Therefore, the importance
of sound ethical values and behaviours is crucial to the ability of the company to successfully achieve its corporate objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that this flows through all that the company does.


The Board considers that at present the company has an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. The company has a code for Directors’ and employees’
dealings in the company’s securities, which was updated in 2022, and is appropriate for a company whose
securities are traded on AIM and is in accordance with the requirements of the UK Market Abuse Regulation. The
company takes all reasonable steps to ensure it is compliant with the Market Abuse Regulations and AIM Rules.

Principle Nine: Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

Ultimate authority for all aspects of the company’s activities rests with the Board with the respective responsibilities of the Chair and the Executive Directors arising as a consequence of delegation by the Board. The
Board has adopted appropriate delegations of authority which set out matters which are reserved to the Board. The Chair is responsible for the effectiveness of the Board, while management of the company’s business and primary contact with shareholders has been delegated by the Board to the Co-Chief Executive Directors.


In accordance with the Companies Act 2006, the Board complies with: a duty to act within their powers; a duty to
promote the success of the company; a duty to exercise independent judgement; a duty to exercise reasonable care, skill and diligence; a duty to avoid conflicts of interest; a duty not to accept benefits from third parties and a duty to declare any interest in a proposed transaction or arrangement.


The role of the Chair is to provide leadership of the Board and ensure its effectiveness on all aspects of its remit to
maintain control of the company. In addition, the Chair is responsible for the implementation and practice of sound
corporate governance. The Chair is considered to have adequate separation from the day-to-day running of the company.

Details of the Audit Committee and the Remuneration Committee are provided under principle 5.


The Board of Directors is responsible for the success of the group, but given the size and complexity of its
operations the day-to-day operations of the group are managed on a delegated basis by the Executive Directors.
The schedule of matters reserved for the Board include:

• approval of the group’s strategic plan, oversight of
  the group’s operations and review of performance in
  the view of the group’s strategy, objectives, business
• plans and budgets, and ensuring that any necessary
• corrective action is taken;
• ultimate oversight of risk, including determining the
  group’s risk profile and risk appetite;
• culture and succession planning;
• investments, acquisitions, divestments and other
  transactions outside delegated limits;
• financial reporting and controls, including approval of
  the half-year interim results, full-year results, approval
  of the Annual Report and Financial Statements,
  approval of any significant changes in accounting
  policies or practices and ensuring maintenance of
  appropriate internal control and risk management
  systems;
• ensuring the Annual Report and Financial Statements
  present a fair, balanced and understandable
  assessment of the group’s position and prospects;
• assessment of the group’s ability to continue as a
  going concern;
• capital expenditure, including the annual approval
  of the capital expenditure budgets and any material
  changes to them in line with the group-wide policy on
  capital expenditure;
• dividend policy, including the annual review of the
  dividend policy and recommendation and declaration
  of any dividend;
• appointment of Directors;
• shareholder documentation, including approval of
  resolutions and corresponding documentation to be
  put to shareholders and approval of all material press
  releases concerning matters decided by the Board;
• terms of reference of Board committees and
  appointment of members to the committees; and
• key business policies, including approval of
  remuneration policies.

The Board considers its current governance structures and processes to be in line and appropriate for its current size and complexity, as well as its current capacity, appetite and tolerance for risk. The Board will continue to monitor the appropriateness of its governance structures and processed towards their evolution over time in parallel with the group’s objectives, strategy and business model to reflect the development of the group.

Attendance at Board and Committee Meetings In order to be efficient, the Board meets formally and informally both in person and by telephone. To date there have been at least bimonthly meetings of the Board, and the volume and frequency of such meetings is expected to continue at least at this rate. The company had 13 Board meetings during the year and reports below on the number of Board and committee meetings attended by Directors.

	Board	Audit Committee	Remuneration Committee
Jeremy Edelman	12	2	1
Sachin Oza	13	–	–
Stephen Williams	13	–	–
Anthony Samaha	12	1	–
Marcos Mozetic	11	–	1
Michael Felton	11	2	1

Principle Ten: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The company has close ongoing relationships with its private shareholders. Institutional
shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with
the company. Page 24 of the Annual Report provides a section 172 statement which discusses how the group
considers the interests of shareholders and other relevant stakeholders in its decision making.


All shareholders are encouraged to attend the company’s Annual General Meeting and any general meetings held
by the company.


The company’s financial and operational performance is summarised in the Annual Report and the Interim Report,
with regular updates provided to stakeholders in other forums through the year, including press releases and regular updates to the company’s website.

LAST REVIEWED: 30 May 2023