Maurel : AGM Documents

UNIVERSAL REGISTRATION DOCUMENT

INCLUDING THE ANNUAL FINANCIAL REPORT

MAUREL & PROM GROUP

Summary

MAUREL & PROM AT GLANCE 2

INTRODUCTION TO THE

MAUREL & PROM GROUP 27

• 1.1 Profile ........................................................... 28

• 1.2 Business overview ....................................... 29

• 1.3 Financial information ................................... 31

• 1.4 Strategy and outlook .................................... 34

• RISKS AND INTERNAL CONTROLE

  37

• 2.1 Financial risks ............................................... 39

• 2.2 Operational risk ........................................... 42

• 2.3 Political and regulatory risks ....................... 44

• 2.4 Environmental, social and governance

  risks .............................................................. 45

• 2.5 Insurance ...................................................... 47

• 2.6 Internal control and risk management ........ 47

• CORPORATE GOVERNANCE

  53

• 3.1 Statements on corporate governance ......... 54

• 3.2 Administration and management

  of the company ............................................. 55

• 3.3 Agreements referred to in article

  l. 225-37-4 Of the french commercial code. 104

• 3.4 Procedure implemented in accordance with article l. 22-10-12 Of the french

  commercial code ........................................ 105

• 3.5 Rules for admission and convening

  general shareholders' meetings ................ 105

• 3.6 Factors likely to have an impact in the

  event of a takeover bid ............................... 106

• 3.7 Delegation of authority granted by the general shareholders' meeting to the board

  of directors regarding capital increases .... 108

NON-FINANCIAL PERFORMANCE STATEMENT

111

• 4.1 Corporate social performance ................... 115

• 4.2 Environmental performance ...................... 129

• 4.3 Governance performance .......................... 135

• 4.4 Independent third-party report on the non-financial performance statement included in the 2021 universal registration document ................................ 138

FINANCIAL STATEMENTS

141

• 5.1 Group consolidated financial statements

  as at 31 December 2021 ............................. 142

• 5.2 Statutory auditors' report

  on the consolidated financial statem ......... 171

• 5.3 Company financial statements

  as at 31 December 2021 ............................. 176

• 5.4 Statutory auditors' report on the financial

  statements .................................................. 189

• 5.5 Five-year financial summary ..................... 193

INFORMATION ABOUT THE COMPANY

AND ITS SHARE CAPITAL 195

• 6.1 Share capital ............................................... 197

• 6.2 Articles of association and bylaws ............. 200

• 6.3 Shareholder structure ................................ 202

• 6.4 Related-party transactions ........................ 204

• 6.5 Regulated agreements and commitments . 205

ADDITIONAL INFORMATION

207

• 7.1 Organisational structure ............................ 208

• 7.2 Contractual framework applicable

  to the group's activities .............................. 211

• 7.3 Material agreements .................................. 212

• 7.4 Restriction on the use of capital with

  a significant impact on operations ............. 213

• 7.5 Property, plant and equipment .................. 213

• 7.6 Research and development, patents

  and licences ............................................... 213

• 7.7 Third-party information and statement

  by experts and declarations of interest ..... 213

• 7.8 Legal and arbitration proceedings ............ 213

• 7.9 Payments made to governments of countries where extractive activities are

  carried out ................................................... 214

7.10 Documents available to the public ............. 215

7.11 Statutory auditors ....................................... 216

7.12 Incorporation by reference ........................ 216

7.13 Statement by the person responsible for the universal registration document

and its updating .......................................... 216

7.14 Glossary ...................................................... 217

7.15 Cross-reference tables .............................. 219

MAUREL & PROM GROUP

2021

UNIVERSAL

REGISTRATION DOCUMENT

INCLUDING THE ANNUAL FINANCIAL REPORT

This Document is a reproduction of the official version of the Universal Registration Document including the Annual Financial Report pre-pared in xhtml Format and is available on the Maurel & Prom' website.

This Universal Registration Document has been filed on 29 March 2022, with the AMF, as competent authority under Regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of the said regulation. The Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if completed by a securities note and, if applicable, a summary and any amendments to the Universal Registration Document. The whole is approved by the AMF in accordance with Regulation (EU) 2017/1129.

MAUREL & PROM AT GLANCE

Editorial • Vision and performance

Editorial

John ANIS, Chairman of the Board of Directors

Dear Shareholder,

In 2021, global economic fundamentals improved markedly as an end to the Covid-19 pandemic came into view. This economic recovery brought about a sharp increase in crude prices, with Brent averaging more than $70/bbl over the year, compared with $40/bbl in 2020.

Such an advantageous environment enabled us to fully reap the benefits of the big steps we initiated in 2020 to reduce our costs and expenses. This can be seen in our results, which reveal a significant improvement in key indicators: sales of $500 million and EBITDA of $ 280 million, up by 52% and 195% respectively. Our net income was $121 million, its highest level since 2011.

We have been able to continue reducing our debt as a result of this strong performance. Group net debt stood at $343 million at the end of 2021, $112 million less than a year earlier. This healthier situation enables us to look ahead with confidence and to resume dividend payments in 2022. An additional share buyback programme is further proof of our firm commitment to returning the value we have created to our shareholders.

Above all in 2021, we maintained good EHS-S performance while resuming our development drilling in Gabon. In terms of safety, our absolute priority, the total recordable injury rate (TRIR) per million hours worked is 2.52 and the Group has not

« We want our growth recorded any lost time injuries.

to be responsible and to factor We are also pursuing our business development strategy.

in all the many challenges currently

With that in mind, we signed a major agreement with thefacing our area of activity » Gabonese Republic in November 2021. A sign of mutual trust, this agreement commits us to the country over the long term while providing us with a beneficial contractual and fiscal framework for continuing to grow our operations there.

MAUREL & PROM • 2021 Universal Registration Document

This growth strategy can also be seen in the resumption of our exploration activities. In Gabon, we expect to acquire seismic data on our Ezanga permit in the second half of 2022. In Colombia, the Group has considerably strengthened its presence thanks to the October 2021 acquisition of Frontera Energy's 50% stake in M&P Colombia and to the award of a new exploration permit, VSM-4.

We want our growth to be responsible and to factor in all the many challenges currently facing our area of activity, par-

MAUREL & PROM AT GLANCE

Editorial • Vision and performance

« In a sector where far-reaching ticularly reducing the environmental footprint, preserving change continues to present fresh

ecosystems and engaging in local development and dialogue with local communities.

With this in mind, as a supplement to our CSR policy, in 2021 we formalised our commitment to climate-related issues in

opportunities, Maurel & Prom intends to focus on its traditional business and uses its expertise responsibly

the shape of our Energy and Climate Transition policy, which for projects that are demanding fromaims to considerably reduce our carbon footprint. All Group employees have been made aware of this policy, which sits

an environmental, operational

at the core of our corporate culture and how we believe our or financial perspective »

business should be carried out. The success in Gabon of the conversion of the power plant to production gas (previously diesel) marks the first milestones in our mobilization and our actions to achieve all of our environmental goals.

This strategy is also having an immediate impact in how we choose our projects and manage our portfolio of assets. The announcement in March 2022 of our withdrawal from the Sawn Lake permit in Canada marks the end of our participa-tion in projects whose environmental characteristics do not conform to the Group's development criteria.

In a sector where far-reaching change continues to present fresh opportunities, Maurel & Prom intends to focus on its traditional business and uses its expertise responsibly for projects that are demanding from an environmental, opera-tional or financial perspective, in compliance with industry best practice.

Olivier DE LANGAVANT, Chief Executive Officer