Gulf Keystone Petroleum : Notice of AGM

GULF KEYSTONE PETROLEUM LIMITED

NOTICE OF ANNUAL GENERAL MEETING 2024

NOTICE OF THE 20th ANNUAL GENERAL MEETING TO BE HELD VIA WEBCAST

ON FRIDAY 21 JUNE 2024 AT 9 A.M. (BST)

A COPY OF THE NOTICE ALSO APPEARS ON THE COMPANY'S WEBSITE: www.gulfkeystone.com

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This document gives Notice of the Annual General Meeting of Gulf Keystone Petroleum Limited ("AGM" or "Meeting") and sets out the resolutions

to be voted on at the Meeting ("Resolutions").

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you reside elsewhere, another appropriately authorised professional adviser.

2 / Gulf Keystone Petroleum Limited Notice of Annual General Meeting 2024

Contents

Arrangements for the 2024 Annual General Meeting ("AGM")	page 3
Chairman's letter	page 4
Notice of Annual General Meeting	page 7
Explanatory notes	page 9
Schedule 1	page 11
Schedule 2	page 13
Schedule 3	page 16

3 / Gulf Keystone Petroleum Limited Notice of Annual General Meeting 2024

Arrangements for the 2024 Annual General Meeting ("AGM")

The Company is holding its 2024 AGM via webcast. If you are a registered shareholder, you should appoint the Chairman of the meeting as your proxy and you will find personal login details to view the webcast at the following link: http://meetnow.global/gkpagm2024 on your Form of Proxy. You will be able to vote through the Computershare Summit website. Please follow the instructions in Schedule 1. Such access to the meeting will only be available through the Computershare Summit website.

The Board encourages shareholders to watch the Company's website (www.gulfkeystone.com) and regulatory news services for any updates in relation to the AGM that may need to be provided.

The AGM will be kept as concise and efficient as possible, however, the Board of Directors of the Company ("the Board") recognise that the AGM is an important event which provides shareholders with the opportunity to meet and ask questions to the Board. Should you have any specific questions on the business of the AGM and resolutions, please submit these ahead of the meeting by e-mail to [e-mail] by 19 June 2024. We will endeavour to answer as many questions as soon as we are able. There will be the opportunity to ask follow-up questions at the AGM through the Computershare Summit website.

Voting at the AGM will be taken by a poll rather than a show of hands. A poll ensures that the votes of shareholders who have appointed proxies are taken into account in the final voting results.

Where possible, we would like to encourage you to submit your vote electronically through Computershare eProxy website or CREST. However, if you do require a copy of the Proxy Form, a copy will be available on our website.

For certificated shareholders the quickest and simplest way to submit your Proxy Form is via the Computershare website: www.investorcentre.co.uk/eproxy. The Proxy Form can also be printed, completed, and signed and either scanned and e-mailed to [e-mail] or posted to the address on the Proxy Form. We strongly encourage you to exercise your right to vote and to submit your Proxy Form as early as possible. In order to be valid Proxy Forms must be received by Computershare no later than 9 a.m. (BST) on 19 June 2024.

If you are a Depositary Interest ("DI") holder and you wish to vote on the Resolutions to be considered at the AGM, you should complete and return by email or post the Form of Instruction sent with the notice of AGM as soon as possible. To be valid, the Form of Instruction must be received by Computershare no later than 9 a.m. (BST) on 18 June 2024.

Alternatively, DI holders who are CREST members may issue an instruction by using the CREST electronic voting appointment service. To give an instruction via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) no later than 9 a.m. (BST) on 18 June 2024.

If you are a holder of common shares, please complete and submit a Proxy Form in accordance with the instructions printed thereon. Proxy Forms must be emailed and received by the Company's Registrars, Computershare Investor Services (Jersey) Limited no later than 9 a.m. (BST) on

19 June 2024.

If you wish to vote on the Resolutions to be considered at the AGM and your common shares are held in DI, the registered DI holder will have received a Form of Instruction in respect of the proposed Resolutions.

If you are an underlying beneficial investor you should give specific instructions to your Broker/Bank/Custodian or Nominee regarding how you wish your votes to be cast. To be valid, Forms of Instruction must be emailed and received by Computershare Investor Services PLC ("Computershare") no later than 9 a.m. (BST) on 18 June 2024. Notes 1 to 3 in the Statement of Procedures on pages 11 and 12 of this document give further particulars as to attending and/or voting at the forthcoming AGM. Please also refer to the Company's website www.gulfkeystone.com for information in connection with the AGM.

If you have sold or transferred all of your common shares in Gulf Keystone Petroleum Limited, please pass this document together with the accompanying documents at once to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the common shares or DI. If you have sold or otherwise transferred only part of your holding of common shares or DI, you should retain these documents.

DATA PROTECTION STATEMENT

Your personal data includes all data provided by you, or on your behalf, which relates to you as a shareholder, including your name and contact details, the votes you cast and your Reference Number (attributed to you by the Company). The Company determines the purposes for which and the manner in which your personal data is to be processed. The Company and any third party to whom it discloses the data (including the Company's Registrars) may process your personal data for the purposes of compiling and updating the Company's records, fulfilling its legal obligations and processing the shareholder rights you exercise.

4 / Gulf Keystone Petroleum Limited Notice of Annual General Meeting 2024

Chairman's letter

To the shareholders of Gulf Keystone Petroleum Limited ("Gulf Keystone" or the "Company")

Directors	Registered Office
Martin Angle (Non-Executive Chairman)	Gulf Keystone Petroleum Limited
Kimberley Wood (Deputy Chair and Senior Independent Director)	Cedar House
Wanda Mwaura (Non-Executive Director)	3rd Floor
David Thomas (Non-Executive Director)	41 Cedar Avenue
Julien Balkany (Non-Executive Director)	PO Box HM 1561
Jonathan ("Jon") Harris (Chief Executive Officer)	Hamilton, HM12
Ian Weatherdon (Chief Financial Officer)	Bermuda
21 May 2024

I am pleased to write to you with details of our 20th AGM, which will be held via webcast on 21 June 2024 at 9 a.m. (BST). The formal notice of AGM is set out on pages 7 and 8 of this document and in this letter, I outline the nature of the business to be transacted at the AGM.

Following the successful hosting of the previous AGMs by webcast, we will also be holding the 2024 AGM by webcast. You will have access to the AGM through registering on the Computershare Summit website ("Summit"), and I would encourage you to do so.

Please note that only registered shareholders of the Company's common shares of par value US$1.00 each ("Common Shares") are entitled to attend and vote at the AGM through the Computershare Summit website. Underlying beneficial investors need to seek formal authority from the registered holder and Computershare. Full details are set out in Schedule 1 Statement of Procedures on pages 11 and 12 of this document.

The audited financial statements

The Bermuda Companies Act 1981 requires the Company's audited financial statements to be laid before the Company's shareholders ("Shareholders") and this is the first item of business. No resolution is proposed or required.

The Company's Annual Report and Accounts for the year ended 31 December 2023 can be found on the Company's website www.gulfkeystone.com.

Resolutions

For Resolutions 1 to 12 to be passed, more than 50% of the votes cast by Shareholders must be in favour of the respective Resolution.

Auditor's Appointment and Remuneration

The Resolution will be proposed regarding the re-appointment of BDO LLP as the Company's auditor and the granting of authority to the Company's directors ("Directors") to fix the auditor's remuneration. BDO LLP was appointed the Company's auditor for the year ended 31 December 2023 following a tender process.

Re-appointment of Directors

Gulf Keystone is not subject to a code of corporate governance in its country of incorporation, Bermuda.

As a consequence of the Common Shares having a standard listing on the London Stock Exchange, the UK Corporate Governance Code

(the "Code") will not apply to the Company. However, we have elected to apply the principles and provisions of the Code wherever practical, which requires all the Directors to retire annually and seek re-appointment at the AGM, which is reflected in the bye-laws of the Company ("Bye-laws").

Information in relation to the experience and qualifications of the Directors who are seeking re-appointment at the AGM on 21 June 2024 is listed in the notes on pages 9 and 10 of this document. Further details are contained in the Company's 2023 Annual Report and Accounts.

This AGM sees the retirement of Ian Weatherdon, our Chief Financial Officer. Ian has been with us since early 2020 and has played a central role in navigating the Company through some turbulent times, in particular the COVID-19 pandemic and the closure of the Iraq-Turkey Pipeline in March 2023. He has displayed excellent leadership and financial skills during his tenure and we wish him a very happy retirement. Ian has built a strong team and we are delighted that it will be led by Gabriel Papineau-Legris who will succeed Ian as CFO after the AGM. Gabriel is currently our Chief Commercial Officer and has been with the business since 2016, and so has a high level of knowledge of the business, sector and the CFO function. We are proposing that Gabriel is elected as a Director of the Company at the AGM in resolution 7.

In addition, the Company's Senior non-executive director, Kimberley Wood, is not standing for re-election. Kimberley has accepted a senior executive role at another company and thus has had to cut back on her non-executive positions. We wish her every success and thank her for her contribution to GKP since joining the Board in 2018.

5 / Gulf Keystone Petroleum Limited Notice of Annual General Meeting 2024

We are currently looking to recruit two new Non-Executive Directors to meet the UK Corporate Governance and UK Listing Rules requirements in respect of independence, gender and ethnic diversity, to broaden the operational and technical experience on the Board, and to replace Kimberley Wood as Senior Independent Director. This recruitment process began in early 2023 but was suspended, until late in the year, following the closure of the Iraq-Turkey Pipeline given the then prevailing uncertain geopolitical and trading background and the Company's necessary focus on short-term liquidity. Following conclusion of the process, it is anticipated that the Company will fulfil the UK Corporate Governance Code and UK Listing Rules requirements in respect of Board independence and Board diversity (ethnic and gender). Further details are contained in the Company's 2023 Annual Report and Accounts on page 80.

Remuneration Report

As customary, we are seeking approval of the Directors' Remuneration Report in resolution 8.

Share Buy-back Authority

Through resolution 9, we are seeking approval of the Shareholders to be able to make market purchases of our own Common Shares within certain limits as to quantum (authorisation of purchases up to 10% up to the conclusion of the AGM in 2025) and price.

New Rules for the Long Term Incentive Plan ("LTIP") and Deferred Bonus Plan ("DBP")

We are proposing two resolutions this year which introduce new rules for the LTIP and DBP. The Company's LTIP was approved by shareholders in 2014. This approval lasted for 10 years and therefore is due for renewal. We have taken the opportunity to bring the rules up to date with current governance requirements, ensuring they are in line with market practice. These have been drafted by the Company's legal advisers, Herbert Smith Freehills LLP. In addition, although the DBP rules were only approved by shareholders in 2019, we have taken the opportunity to update these to ensure they are consistent with the LTIP and current practice. A summary is contained in Schedule 2 of this Notice of AGM. Therefore:

Resolution 10 deals with the new Gulf Keystone Petroleum 2024 Long Term Incentive Plan. The Gulf Keystone Petroleum 2024 Long Term Incentive Plan will replace the Company's existing long term incentive plan which was approved by shareholders in 2014.

Resolution 11 deals with the new Gulf Keystone Petroleum 2024 Deferred Bonus Plan. The Gulf Keystone Petroleum 2024 Deferred Bonus Plan will replace the Company's existing deferred bonus plan which was approved by shareholders in 2019.

Retention Arrangement for Mr. Jon Harris

Resolution 12 deals with a proposed one-off retention arrangement for our CEO, Jon Harris, through an amendment to the Remuneration Policy. If approved, it will be paid 50% in cash and 50% in shares. The Board of GKP recognises that the retention of key staff is one of the biggest risks facing the Company in the current circumstances. In light of this, it is proposed that a specific retention arrangement is made for Jon. Jon has performed strongly since his appointment in 2021. With the export pipeline closed, he has provided exceptional leadership in urgently reducing costs, building a profitable local sales business, providing motivational direction and maintaining a strong working relationship with the Kurdistan Regional Government (KRG) and other stakeholders. The Board considers that it is in the best interest of the Company, taking into account its shareholders as a whole, to put an appropriate retention arrangement in place for Jon, to ensure he remains available to lead engagement with both the Federal Government of Iraq and the KRG towards an export restart solution and drive the business and the Company's strategy in the current operational environment.

For context, Jon took a pay deferral following the closure of the pipeline and will not receive a pay rise in 2024 or a bonus in relation to 2023. Further details on the proposed retention package are contained in the explanatory notes.

Voting securities

As at 14 May 2024, the Company's total issued share capital is 222,698,655 Common Shares with no shares held in treasury.

Each Common Share entitles the shareholder thereof to one vote on all matters to be acted on at the AGM. The record date for determination of Shareholders entitled to receive this notice of Meeting has been fixed at 4.30 p.m. (BST) on 20 June 2024. To the knowledge of the Directors, as of the date of this document, no person, firm or company beneficially owns, controls or directs, directly or indirectly, voting securities of the Company carrying 5% or more of the voting rights attached to all outstanding Common Shares, other than as set forth below.

The statement as to the Common Shares beneficially owned, controlled or directed, directly or indirectly, is based upon share register analysis provided by Investor Insight, based on information available as at 30 April 2024 (including the Company's total issued share capital of 222,698,655 Common Shares at the time).

6 / Gulf Keystone Petroleum Limited Notice of Annual General Meeting 2024

Chairman's letter

To the shareholders of Gulf Keystone Petroleum Limited ("Gulf Keystone" or the "Company")

Voting securities continued

	Number of	Percentage of
Shareholder	Common Shares	issued share capital
Lansdowne Partners Austria GmbH	32,549,217	14.62
Stichting ValuePartners Family Office	24,827,713	11.15
Hargreaves Lansdown Stockbrokers Ltd.	15,247,231	6.85
Interactive Investor	15,122,089	6.79
Ophorst Van Marwijk Kooy Vermogensbeheer N.V.	11,527,896	5.18
Mr Gertjan Koomen	10,068,552	4.52
Halifax Stockbrokers	7,624,372	3.42
Goldman Sachs International	7,542,201	3.39
Dimensional Fund Advisors LP	7,002,868	3.14
Barclays Stockbrokers	6,515,619	2.93

Recommendation

The Directors consider that all the Resolutions to be put before Shareholders at the AGM are in the best interests of the Company and recommend that you vote in favour of each of them.

Yours sincerely

Martin Angle

Non-Executive Chairman

7 / Gulf Keystone Petroleum Limited Notice of Annual General Meeting 2024

Notice of Annual General Meeting

To the holders of Common Shares

Gulf Keystone Petroleum Limited

(incorporated and registered in Bermuda under registration number 31165)

Notice is hereby given that the 2024 Annual General Meeting of Gulf Keystone Petroleum Limited (the "Company") will be held via webcast on

21 June 2024 at 9 a.m. (BST) for the following purposes:

A. To receive the financial statements of the Company together with the auditor's report thereon in respect of the year ended 31 December 2023 in accordance with the Bermuda Companies Act 1981.

B. To consider and, if thought fit, to approve the following Resolutions:

Ordinary Resolutions

Resolution 1

THAT BDO LLP be re-appointed as the Company's auditor to hold office from the close of this meeting until the close of the Company's next annual general meeting and that the Board of Directors be authorised to determine the auditor's remuneration.

Resolution 2

THAT Mr Martin Angle be and is hereby re-appointed as a Director in accordance with the Bye-laws.

Resolution 3

THAT Mr Julien Balkany be and is hereby appointed as a Director in accordance with the Bye-laws.

Resolution 4

THAT Ms Wanda Mwaura be and is hereby re-appointed as a Director in accordance with the Bye-laws.

Resolution 5

THAT Mr David Thomas be and is hereby re-appointed as a Director in accordance with the Bye-laws.

Resolution 6

THAT Mr Jon Harris be and is hereby re-appointed as a Director in accordance with the Bye-laws.

Resolution 7

THAT Mr Gabriel Papineau-Legris be and is hereby appointed as a Director in accordance with the Bye-laws.

Resolution 8

THAT the Directors' Remuneration Report as set out in the Annual Report for the year ended 31 December 2023 be and is hereby approved.

Resolution 9

THAT the Company be generally and unconditionally authorised to make market purchases of its Common Shares in such manner as the Directors shall from time to time determine, provided that:

1. the maximum aggregate number of Common Shares hereby authorised to be purchased is 22,269,865 (representing approximately 10% of the aggregate issued Ordinary Share capital of the Company as at 14 May 2024);
2. the maximum price (exclusive of any expenses) which may be paid for a Common Share is not more than the higher of:
3. 1. an amount equal to 5% above the average of the middle market quotations of the Common Shares in the Company (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which that Common Share is contracted to be purchased; and
   2. an amount equal to the higher of:
   3. 1. the price of the last independent trade of a Common Share;
      2. the highest current independent bid for a Common Share on the London Stock Exchange at the time the purchase is carried out, as derived from the London Stock Exchange Trading System; and
      3. such authority shall expire (unless otherwise renewed, varied or revoked by the Company in a general meeting) at the conclusion of the AGM of the Company in 2025 except that the Company may at any time prior to the expiry of such authority make a contract or contracts to purchase Common Shares which will or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of Common Shares in pursuance of any such contract or contracts and may hold as Treasury Shares any Common Shares purchased pursuant to the authority conferred in this resolution.

8 / Gulf Keystone Petroleum Limited Notice of Annual General Meeting 2024

Notice of Annual General Meetingcontinued

To the holders of Common Shares continued

Ordinary Resolutions continued

Resolution 10

THAT the rules of the Gulf Keystone Petroleum 2024 Long Term Incentive Plan (the "LTIP") are approved, in the form produced to the AGM and initialled by the Chair for the purposes of identification (a summary of which is set out in the Appendix).

Resolution 11

THAT the rules of the Gulf Keystone Petroleum 2024 Deferred Bonus Plan (the "DBP") are approved, in the form produced to the AGM and initialled by the Chair for the purposes of identification (a summary of which is set out in the Appendix).

Resolution 12

THAT the Directors' Remuneration Policy approved by shareholders in 2022 and described on pages 97 to 111 of the Annual Report of the Company for the year ended 31 December 2023 be amended to permit a one-off retention award to the Chief Executive Officer in January 2025.

By Order of the Board

Mr Martin Angle

Non-Executive Chairman

Gulf Keystone Petroleum Limited Cedar House, 3rd Floor

41 Cedar Avenue

PO Box HM 1561

Hamilton, HM12 Bermuda

21 May 2024

9 / Gulf Keystone Petroleum Limited Notice of Annual General Meeting 2024

Explanatory notes

To the business set out in the notice of Annual General Meeting

These notes explain the Resolutions proposed for consideration at the Company's 2024 AGM.

Appointment of Auditor and Auditor's Remuneration

- Resolution 1

Resolution 1 proposes that BDO LLP, is re-appointed to hold office from the close of the AGM to be held on 21 June 2024 until the close of the next AGM and that the Directors are authorised to determine the auditor's remuneration. BDO LLP completed the audit of the Company for the year ended 31 December 2023 and has extensive oil and gas experience as auditor, including in the Kurdistan Region of Iraq.

Re-appointment of Director Mr Martin Angle - Resolution 2

Martin Angle was appointed Non-Executive Chairman on 16 June 2023, having been Senior Independent Director since July 2018 and Deputy Chairman and Senior Independent Director since June 2019. He is Chairman of the Nomination Committee and a member of the Remuneration Committee.

Mr Angle has had a distinguished executive career holding senior positions in investment banking, industry and private equity. He has served as a Non-Executive Director on a number of boards both in the UK and overseas including Pennon Group, where he chaired the Remuneration Committee, Savills plc (Senior Independent Director), National Exhibition Group (Chairman) and Dubai International Capital.

Mr Angle is currently Deputy Chairman and Senior Independent Director of Spire Healthcare plc, a Non-Executive Director of Ocean Biomedical Inc. (USA) and is a Hon. Professor in the College of Social Sciences and International Studies, University of Exeter. He is a Chartered Accountant and holds a BSc (Hons) in Physics from the University of Warwick.

Resolution 2 proposes the re-appointment of Mr Martin Angle as a Director.

Appointment of Director Mr Julien Balkany - Resolution 3

Julien Balkany was appointed as a non-independentNon-Executive Director representing funds managed by Lansdowne Partners Austria GmbH on 3 July 2023. He has extensive experience as an investor and board member in the international oil & gas industry. He is currently Managing Partner of Nanes-Balkany Partners, a group of investment funds that focuses on the oil & gas industry, which he co-founded in 2007. Since 2014, he has been Chairman of the Norwegian oil & gas exploration and production company Panoro Energy ASA. He has also been Non-Executive Director of several other private and publicly listed oil & gas companies including Norwegian Energy Company (Noreco), Gasfrac Energy Services, Toreador Resources, and Amromco Energy. Mr Balkany began his career as an oil & gas investment banker and studied at the Institute of Political Studies (Strasbourg) and at UC Berkeley.

Resolution 3 proposes the appointment of Mr Julien Balkany as Director.

Re-appointment of Director Ms Wanda Mwaura - Resolution 4

Ms Mwaura has over 25 years' experience in the financial services sector with extensive experience in both executive and non- executive roles, including audit committee membership. She is a qualified accountant and was previously a partner in Ernst & Young (Bermuda) and the Chief Accounting Officer at PartnerRe. Wanda is now a Non-Executive Director of International General Insurance Holdings Limited and a number of private companies, including Clarien Bank Limited, as well as Executive Director for the Bermuda Public Accountability Board.

Ms Mwaura has a Bachelor of Commerce degree from Dalhousie University, Nova Scotia, Canada, and is a member of the Chartered Professional Accountants of Bermuda, where she resides.

Resolution 4 proposes the re-appointment of Ms Wanda Mwaura as a Director.

Re-appointment of Director Mr David Thomas - Resolution 5

David Thomas was appointed as an independent Non- Executive Director of Gulf Keystone in October 2016. He is Chair of the Safety and Sustainability Committee and the Technical Committee. He is also a member of the Audit and Risk, Nomination and Remuneration Committees.

Mr Thomas is an experienced oil and gas professional with 40 years in the industry. He started his career as a Petroleum Engineer working for Conoco in the North Sea and Dubai. Subsequently, he joined Lasmo where he became Group GM Operations and, following the company's acquisition, held three international regional Vice President roles with Eni. Mr Thomas's subsequent Board directorships have included positions as President and COO of Centurion Energy and CEO of Melrose Resources. In 2015 he briefly served on a caretaker Board at Afren and is currently the CEO of Cheiron in Egypt. He has a BSc in Mining Engineering from Nottingham University and an MSc in Petroleum Engineering from Imperial College.

Resolution 5 proposes the re-appointment of Mr David Thomas as a Director.

Re-appointment of Director Mr. Jon Harris - Resolution 6

Jon Harris joined Gulf Keystone in January 2021 as Chief Executive Officer. He is a member of the Safety and Sustainability Committee and the Technical Committee.

Mr Harris has over 30 years' experience in the oil and gas industry and joined GKP from SASOL Limited, an integrated energy and chemicals company based in South Africa where he was Executive Vice President, Upstream. Prior to this, he spent 25 years with BG Group in various international roles, including Executive Vice President Technical and General Manager Production Operations, as well as senior management assignments in the United States, Trinidad and Tobago and Egypt. He received a Masters of Engineering from the University of Leeds, UK. He is a Non-Executive Director of PetroTal Corp.

Resolution 6 proposes the re-appointment of Mr Jon Harris as a Director.

Wanda Mwaura was appointed as an independent Non-Executive Director of Gulf Keystone in July 2022. She is Chair of the Audit and Risk Committee.

10 / Gulf Keystone Petroleum Limited Notice of Annual General Meeting 2024

Explanatory notes continued

To the business set out in the notice of Annual General Meeting continued

Appointment of Director Mr. Gabriel Papineau-Legris

- Resolution 7

Gabriel Papineau-Legris joined Gulf Keystone in September 2016 and was promoted to Chief Commercial Officer in January 2020. He is

a member of the Technical Committee. Mr Papineau-Legris will be promoted to Chief Financial Officer at the AGM upon the retirement of Mr Ian Weatherdon.

Mr Papineau-Legris has over fifteen years of experience in the energy industry. Prior to his appointment at Gulf Keystone, he worked in private equity at Lime Rock Partners, where he was involved in investigating and executing E&P and oilfiield services investment opportunities internationally as well as monitoring portfolio companies. He began his career in investment banking at Merrill Lynch, advising oil majors, E&P companies and governments on M&A and restructuring transactions, and capital markets fiinancing. Mr Papineau-Legris graduated from HEC Montréal (BBA) and EDHEC Business School (MSc). He is also a CFA charterholder.

Resolution 7 proposes the appointment of Mr Gabriel Papineau-Legris as a Director.

Directors' Remuneration Report - Resolution 8

The Directors' Remuneration Report can be found in the Annual Report for the year ended 31 December 2023 and sets out details of remuneration payments to the Executive Directors during 2023, which were made in accordance with the Remuneration Policy approved by Shareholders at the 2022 AGM.

Resolution 8 seeks approval by Shareholders of the Directors' Remuneration Report.

Authority for the Company to Re-purchase Shares - Resolution 9

This resolution authorises the Company to make market purchases of its own Common Shares. The authority limits the number of Common Shares that could be purchased to a maximum of 22,269,865 (representing approximately 10% of the aggregate issued Ordinary Share capital of the Company as at 14 May 2024) and sets minimum and maximum prices. This authority will expire at the conclusion of the AGM in 2025. The authority will be exercised only if the Directors believe that to do so would be in the best interests of shareholders as a whole. Any purchases of Common Shares would be by means of market purchases through the London Stock Exchange.

Resolution 9 seeks approval by Shareholders of the share re-purchase authority.

Iraq-Turkey pipeline and the geopolitical uncertainties. In the event this situation persists, the Remuneration Committee would propose to scale back awards at the time of award to reduce any impact of a potential windfall gain.

A summary of the principal terms of the LTIP can be found in Schedule 2.

Adoption of the Gulf Keystone Petroleum 2024 Deferred Bonus Plan (the "DBP") - Resolution 11

Resolution 11 seeks your approval for the adoption of a new Gulf Keystone Petroleum 2024 Deferred Bonus Plan. The DBP will replace the Company's existing deferred bonus plan which was approved by shareholders in 2019. As the Company is introducing the new LTIP to replace the existing long term incentive plan, the Directors consider it appropriate to seek shareholder approval for the new DBP, the terms of which are intended to be consistent with the new LTIP.

A summary of the principal terms of the DBP can be found in Schedule 2.

To approve an amendment to the Remuneration Policy - Resolution 12

The Company is proposing that an amendment to the Remuneration Policy is implemented by way of a binding vote.

The proposed amendment is to allow for a one-off award to the CEO. The award will be equivalent to 100% of his current base salary and will be payable in January 2025, 50% in cash and 50% in shares, provided he is still in employment (and not under notice) at that time and is subject to malus and claw back provisions. As set out in the Chairman's letter, the retention of key staff is seen by the Board as one of the biggest risks facing the Company and, in particular, the retention of Mr Harris as CEO is key to this. Mr Harris has demonstrated exceptional leadership since his appointment in 2021 and is central

to the Company's forward strategy of resolving the current situation regarding the export pipeline closure and the future development of the Shaikan Field. Furthermore, in light of the pipeline closure, Mr Harris did not receive a bonus or pay increase with respect to 2023.

Other than the amendment set out above, the remainder of the Directors' Remuneration policy will continue to apply on the same basis as was approved by shareholders at the AGM in 2022. A new Policy will be submitted at the 2025 AGM in line with the usual three-year review cycle.

Schedule 3 of this Notice contains a summary of the revised Remuneration Policy, including the proposed change set out above.

Adoption of the Gulf Keystone Petroleum 2024 Long Term Incentive Plan (the "LTIP") - Resolution 10

Resolution 10 seeks your approval for the adoption of a new Gulf Keystone Petroleum 2024 Long Term Incentive Plan. The LTIP will replace the Company's existing long term incentive plan which was approved by shareholders in 2014 and is due to expire on 17 July 2024. As the Company's existing long term incentive plan will shortly expire, the Directors consider it necessary to seek shareholder approval for a replacement long term incentive plan.

The 2024 LTIP rules contain rules which allows the Remuneration Committee to assess whether the performance condition outcome reflects the appropriate shareholder experience over the vesting period. With respect to the proposed 2024 award, the Remuneration Committee is aware that the Company's share price is currently depressed largely due to macro factors, namely the closure of the

Inspection of Documents

Copies of the rules of the Gulf Keystone Petroleum 2024 Long Term Incentive Plan and the Gulf Keystone Petroleum 2024 Deferred Bonus Plan are available for inspection on the National Storage Mechanism from the date of this Notice and will also be available for inspection on the Company's website from 15 minutes before it is held until its conclusion.

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