GKP merger with ShaMaran – GKP shareholder FAQs

The Merger will create a leading independent oil producer focused on the Kurdistan Region of Iraq (“Kurdistan”) and Federal Iraq (“Iraq”). GKP believes there are several compelling reasons to merge which will create significant value for GKP shareholders:

• Creates a larger, more diversified and more resilient company, with pro-forma working interest production ranking in the top 10 of Europe’s listed independents;
• Brings together a highly complementary portfolio of four low-cost, long life assets – Shaikan, Sarsang, Atrush & ShaMaran’s recently announced investment in the Hamrin field;
• Significant growth potential towards 100,000 bopd working interest (“WI”) production, with the highly cash generative Sarsang and Atrush fields supporting investment in Shaikan and Hamrin;
• Positions GKP to deliver more attractive and more sustainable shareholder returns to GKP shareholders, with a plan to formalise the Combined Company’s distributions policy in advance of completion;
• Creates a >$1 billion pro forma market cap company with increased liquidity and improved access to financing.

• The transaction is structured as a 50:50 merger, with GKP the surviving legal entity;
• ShaMaran shareholders will receive newly issued GKP shares;
• GKP shareholders will receive a $50 million special dividend at closing;
• The Merger is supported by the largest shareholder of each company, including the Lundin family, who will become the largest shareholder in the Combined Company;
• The Merger is subject to shareholder and other customary regulatory and government approvals, with targeted completion in mid-2027.

GKP believes that 50:50 is a fair split and will be accretive for GKP shareholders.

While the contribution appears weighted to GKP based on reported production and reserves, not every barrel is equal

• ShaMaran’s existing assets Sarsang and Atrush are significantly cash flow generative, with higher realised prices due to higher oil quality compared to Shaikan, low capex and large cost pools (the remaining balances of past recoverable costs to be recovered through cost oil);
• Shaikan is exiting cost recovery, meaning GKP’s net entitlement of production will reduce all else equal, and the Company is preparing to embark on a large development programme from 2027 to grow production and eliminate flaring;
• Cash flows from Sarsang and Atrush are expected to (i) derisk the development of Shaikan and Hamrin and (ii) enable GKP to pay more attractive and more sustainable dividends to GKP shareholders over the next few years relative to a standalone basis.

The value equation is balanced by the $50 million special dividend and ShaMaran’s investment in the Hamrin field, which is not in ShaMaran’s current reported numbers

• Hamrin is a newly announced asset alongside the deal;
• It is a large, long-life asset with significant growth potential, both in the near and long term;
• 2P reserves and 2C resources are estimated by ShaMaran and the Hamrin operator in the range of 125-250 million barrels (“MMbbl”) on a net basis;
• GKP believes the Hamrin asset could add significant value upon development.

GKP’s share price has traded at a persistent discount to Net Asset Value over multiple years on a standalone basis

• The Company expects the Merger to reduce the combined company’s cost of capital and provide value accretion to GKP shareholders through increased scale, diversification, stability and a rerating of the share price over time.

An experienced Board of Directors (“Board”) will be proposed to shareholders reflecting the ownership of the Combined Company:

• William Lundin, CEO of International Petroleum and Lundin family representative on ShaMaran’s current Board of Directors, will be proposed for election as Non-Executive Chair;
• Gulf Keystone’s current Chair David Thomas to be proposed as Vice Chair;
• Chris Bruijnzeels, ShaMaran’s current Chair of the Board, and Garrett Soden, ShaMaran’s CEO, will be proposed for election as independent Non-Executive Directors;
• Julien Balkany and Marianne Daryabegui, current GKP Board members, will be proposed for election as independent Non-Executive Directors;
• CEO Jon Harris and CFO Gabriel Papineau-Legris will continue in their roles for the merged entity, with Jon Harris remaining on the Board.

Yes. The Boards of Directors (“Boards”) of both companies have unanimously approved the merger and recommend that their shareholders vote in favour.

The Lundin family (through Nemesia S.à r.l.), holding approximately 26% of ShaMaran, and Lansdowne Partners Austria GmbH, which manages shareholdings representing approximately 13% of Gulf Keystone, have indicated that they intend to vote in favour.

Yes, the Company has commissioned an updated independent Competent Person’s Report (“CPR”), with expected completion in January 2027.

This is not new information and has been reported in GKP’s financial accounts over the past few years:

• During past negotiations with the Ministry of Natural Resources (“MNR”) of the Kurdistan Regional Government (“KRG”) regarding the Shaikan Production Sharing Contract (“PSC”), it was informally agreed that the Shaikan Contractor (GKP and Kalegran B.V., a subsidiary of MOL Group) would provide the KRG with a 20% carried working interest in the PSC;
• This would result in a reduction of GKP’s working interest in the Contractor’s share of profit oil from 80% to 61.5%;
• To compensate for such decrease, capacity building payments expense, a charge owed by GKP to the KRG, would be reduced to 20% of profit oil, relative to 40% in the First PSC Amendment in 2010;
• In fact, GKP’s share of profit oil post capacity building payment will marginally increase from 48.0% [note: 80% x (1 – 40%)] to 49.2% [note: 61.5% x (1 – 20%)]

The proposed second amendment to the PSC is slightly positive for GKP and has been the basis for GKP’s invoices since 2017. It is expected to be formalised as part of the Company’s ongoing commercial discussions with the MNR.

While these negotiations remain ongoing, the Company decided to refer to this working interest in the disclosures related to the Merger given the positive direction of travel towards a resolution.

The Company has recently submitted a revised Shaikan Field Development Plan (“FDP”) to the MNR and hopes to agree this in the near term.

The FDP is similar to the version under execution prior to the Iraq-Türkiye Pipeline closure in March 2023 and suspension of activity.

The Company is targeting:

• An increase of the production plateau from the Jurassic reservoir to 85,000 bopd gross;
• A test of the Triassic reservoir of up to 10,000 bopd gross with an appraisal of the Cretaceous accumulation and;
• The implementation of a Gas Management Plan (“GMP”) aiming to eliminate routine gas flaring associated with oil production.

As part of the Company’s latest Corporate Presentation presented to investors during the October 2026 bond roadshow, GKP provided high level capex and schedule estimates for the multi-year oil expansion:

• Jurassic expansion capex net to GKP is estimated at $625 to $750 million (real)
• Triassic test net capex is estimated at $90 to $110 million (real)
• The estimates exclude any capex related to the GMP
• The presentation is available to view on GKP’s website.

Following the successful raise of a $175 million Nordic bond in October 2026, the Company is well positioned to start drilling in 2027, with the pace of capex dependent on the timing of achieving full PSC entitlement at international prices for ongoing export sales.

The Company believes that the Merger will derisk the Shaikan field development by leveraging the Combined Company’s stronger, more diversified and more stable cash flows.

The Merger must be approved at Special General Meetings (“SGMs”) of both GKP and ShaMaran, expected to be scheduled on or around 22 December 2026.

The Merger must be approved by at least 75% of the votes cast at Gulf Keystone’s SGM and at least two-thirds of the votes cast at ShaMaran’s SGM.

Completion is also subject to other conditions, including, inter alia, approvals from the Kurdistan Regional Government.

GKP dual-listed on the Euronext Growth Oslo (“EGO”) in February 2026 to increase the liquidity of its issued share capital, attract new institutional and retail shareholders and improve its access to capital markets.

The Merger has created an opportunity to review the listing strategy of both companies considering the Combined Company would have listings across three exchanges in London, Stockholm and Oslo.

After careful consideration and taking into account that both GKP shares and ShaMaran shares are already traded on the EGO, GKP believes that a single listing in Oslo is ultimately the best option to centralise the trading liquidity of the Combined Company and reduce associated listing costs.

To enable UK retail shareholders to continue to trade GKP shares on the Oslo Stock Exchange (“OSE”) following the LSE delisting, which is currently not possible given the Company’s existing listing on the unregulated EGO market, GKP intends prior to the completion of the Merger to uplist to the OSE Main Market.

The OSE Main Market, like the LSE Main Market, is a regulated market and would enable UK retail investors to transfer or trade GKP shares on the OSE.

The delisting from the LSE will not occur until after the OSE Uplisting is completed which is currently targeted in Q1 2027.

It is expected that delisting from the LSE would occur around the time of completion of the Merger, which is targeted in mid-2027. GKP’s shares are therefore expected to continue trading on the LSE for several more months.

GKP believes that the move to a single liquid listing on the OSE Main Market for the Combined Company will unlock better liquidity for GKP shareholders.

An OSE Main Market listing is also expected to provide access to institutional Norwegian investors, many of whom are currently unable to invest in GKP’s shares on the EGO.

GKP sees the OSE Main Market as the natural home for the Combined Company:

• Both Gulf Keystone and ShaMaran dual-listed on the EGO earlier this year in anticipation of uplisting to the OSE Main Market in due course;
• Investors active in the equity and debt markets in Oslo have an excellent understanding of Kurdistan and our companies, and a strong track record of support;
• The OSE is a leading hub for conventional energy capital markets with a broad group of listed companies within the oil & gas sector;
• GKP has broad equity research coverage in Oslo, with Norwegian firms accounting for the majority of sell-side analysts currently covering the Company;
• GKP also participates at several energy conferences organised by Norwegian banks each year, which are well attended by a broad investor universe.

No. By targeting an uplisting of GKP’s existing listing on the EGO to the OSE Main Market in Q1 2027 and in advance of the completion of the Merger, it is anticipated that UK retail investors already holding through a Private Client Broker (“PCB”) will be able to transfer their holdings to Oslo.

The Company has contacted several PCBs in the UK that allow investors to buy and sell shares on the OSE Main Market, either through dealing accounts or in ISA or SIPP wrappers. These include Hargreaves Lansdown, AJ Bell and Saxo Markets.

If UK investors do not currently hold their GKP shares with these PCBs, the Company understands it is possible to transfer individual holdings to them without selling shares, either into a new dealing account, ISA or SIPP (see question 14 below).

It is recommended that you contact your PCB at the earliest opportunity to find out if they offer trading on the OSE Main Market.

GKP has contacted several PCBs in the UK that allow investors to buy and sell shares on the OSE Main Market, either through dealing accounts or in ISA or SIPP wrappers. These include Hargreaves Lansdown, AJ Bell and Saxo Markets.

If you already hold GKP shares with a PCB that offers trading on the OSE Main Market:

You do not need to do anything at this stage. Further instructions will be provided by your PCB in due course regarding transferring your holding for trading on the OSE Main Market.

If you do not hold GKP shares with a PCB that offers trading on the OSE Main Market and wish to be able to trade your GKP shares on the OSE Main Market in due course:

• You should consider transferring your holding to a PCB that does offer trading on the OSE Main Market;
• PCBs that provide accounts which do offer trading on the OSE Main Market include Hargreaves Lansdown, AJ Bell and Saxo Markets;
• The Company has contacted these PCBs and has been informed it is possible to transfer individual holdings to a new dealing account, ISA or SIPP with these PCBs without selling shares;
• Once transferred, further instructions will be provided by your PCB in due course regarding transferring your holding for trading on the OSE Main Market.

If you do not hold GKP shares with a PCB that offers trading on the OSE Main Market and take no action prior to the completion of the Merger:

• The delisting from the LSE will not automatically cancel the Crest Depositary Interests (“CDIs”) currently used for the settlement of GKP share trades on the LSE and your PCB, the CDI holder, will be able to continue to hold the CDIs;
• The CDIs would remain eligible to receive any dividends declared by the Combined Company however no trading would be possible until the CDIs are transferred for trading on the OSE Main Market;
• As per the advice above, shareholders should consider transferring their holdings to a PCB that does offer trading on the OSE Main Market in advance of completion of the Merger targeted in mid-2027.

If you take no action prior to the completion of the Merger, you will continue to own the shares in certificated form.

It is not essential to transfer your certificated shares to a PCB prior to the completion of the merger, but you may find it difficult to subsequently sell your shares on the OSE Main Market if you do not.

It is recommended that you contact a PCB at the earliest opportunity to find out if they offer trading on the OSE Main Market and if they will accept the deposit of certificated shares into an account with them and the procedure for doing so.

As described in question 14, the Company has contacted a number of PCBs that offer trading on the OSE Main Market and understands it is possible to transfer individual holdings to these PCBs without selling, either into a new dealing account, ISA or SIPP.

In the announcement of the Merger, GKP stated its intention to discontinue its LSE listing. Further details on both the timing and process will be provided in due course.

It is the intention of the Company to maintain the LSE listing until around the completion of the Merger to provide time for its LSE shareholders to make alternative arrangements for their holdings.

To enable UK retail shareholders to continue to trade GKP shares on the OSE following the LSE delisting, which is currently not possible given the Company’s existing listing on the unregulated EGO market, GKP intends prior to the completion of the Merger to uplist to the OSE Main Market.

The delisting from the LSE will not occur until the OSE Uplisting is completed, which is targeted in Q1 2027.

It is expected that delisting from the LSE would occur at or around or completion of the Merger, which is targeted in mid-2027.

Tax consequences depend on your individual circumstances and where you are tax resident and you should take your own tax advice.

Notwithstanding this, the Company can provide the following guidance:

• As described in Question 14 above, the transfer of UK retail shareholder holdings to a PCB that offers trading on the OSE Main Market is not expected to require any selling;
• If shareholders do not hold their holdings with a PCB that offers OSE Main Market trading, the Company has been informed that it is possible to transfer individual holdings between providers to a PCB that does offer OSE Main Market trading while maintaining any tax wrappers, such as ISAs or SIPPs;
• As the Company is incorporated in Bermuda, share transfers to the OSE Main Market will not be subject to stamp duty like on the LSE Main Market presently;
• In addition, GKP shareholders can continue to expect to receive future GKP dividends without incurring any withholding tax;
• Any sale of shares on the LSE Main Market and corresponding purchase on the OSE Main Market may result in adverse tax consequences and shareholders should instead follow the transfer process outlined by their PCB.