AIM Rule 26

The following information is disclosed for information purposes only in accordance with Rule 26 of the AIM Rules for Companies and was last updated on Sep 30, 2026 @ 10:53 am.

Description of the business

Seascape Energy’s objective is to build a full-cycle E&P company focused on growth through value additive M&A transactions and with the drill-bit through exploration drilling while retaining excellent HSEQ and ESG performance.

The Company is focussed on growth through value accretive M&A transactions and creating significant value with the drill-bit, both through infill drilling in existing fields and through near field exploration drilling while retaining excellent HSEQ and ESG performance. The Company has been established by the ex-Management Team of Faroe Petroleum and will apply a similar business model, aiming to replicate Faroe’s outstanding HSEQ and operational track record and deliver significant production and reserves growth.

Advisers
Please click here for details of the Company’s Nominated Adviser and other key advisers.
Board of Directors and Corporate Governance

The Board comprises the Executive Chairman, the Chief Executive Officer, one executive director, and three independent non-executive directors. The Board is responsible to the shareholders for the proper management of the Group and meets regularly to: review trading performance, set and monitor strategy, examine acquisition and divestment possibilities; approve: major capital expenditure projects and corporate overhead costs, significant financing matters; and report to shareholders. The Board has established four Committees: Audit Committee, Disclosure Committee, Nomination Committee and Remuneration Committee.

Board of Directors

The Company’s Board is balanced and functions well with Geraldine Murphy (Independent Non-Executive Chair) being a geologist by training, with deep experience of the M&A market, a clear understanding of what makes a successful E&P business and providing sound judgement on strategic decision making.  Nick Ingrassia (Chief Executive Officer) has a wide range of experience working with numerous London-quoted E&P companies in roles which included operations, commercial, financial, investor relations and business development giving the background to provide broad-based leadership and an ability to identify and execute potential transactions.  Pierre Eliet (Executive Director, Corporate Development and Country Chair, Malaysia) is based in Kuala Lumpur and has been instrumental to the success of building Seascape’s operations in Malaysia. Haida Hazri (Senior Independent Non-Executive Director) provides direct knowledge and commercial experience of the Malaysian upstream industry, with over 25 years’ experience in that space, and serving on boards of large listed market cap entities as an Independent and Non Independent Director.  Mike Buck (Independent Non-Executive Director) is a long-standing key executive of London-quoted E&P companies (Salamander Energy and Petro Matad (Chief Executive)) and who bring a range of commercial, corporate and technical experience to the board’s agenda.

The Board has agreed the following division of responsibilities: Geraldine Murphy, as Independent Non-Executive Chair, leads the Board, sets its agenda and takes primary responsibility for the development of strategy, corporate development and the Company’s relationships with its shareholders. Nick Ingrassia, as Chief Executive Officer, is responsible for the day-to-day management of the Company,  the delivery of the agreed strategy and commercial objectives, the identification and execution of transactions and ensuring effective communications with shareholders and key stakeholders. Pierre Eliet, as Executive Director, Corporate Development and Country Chair, Malaysia, is responsible for the Company’s relationships with PETRONAS and its joint venture partners and for the delivery of the Malaysian work programme.

The Non-Executive Directors are responsible for constructive challenge, for scrutiny of performance against strategy and for the integrity of financial and risk reporting. Haida Hazri is the Senior Independent Non-Executive Director and chairs the Audit Committee and Mike Buck chairs the Remuneration Committee and the Nomination Committee.

The Board as a whole is responsible for establishing and maintaining the Company’s systems of internal control and risk management and for reviewing their effectiveness, and the Disclosure Committee is responsible for the Company’s disclosure obligations under the AIM Rules and MAR.

The Board has considered the length of service, interests in the share capital of the Company and outside commitments of each Non-Executive Director and considers Geraldine Murphy, Haida Hazri and Mike Buck to be independent. Awards made under the Non-Executive Director long-term incentive plan are scaled so as not to prejudice that independence. The Board’s determination of independence was last reviewed in December 2025 and all Directors submit themselves for annual election.

Board Committees

The Board is responsible for establishing and maintaining the Company’s systems of internal control and risk management and for reviewing their effectiveness on an ongoing basis. The internal controls are designed to manage rather than eliminate risk and provide reasonable but not absolute assurance against material misstatement or loss. The Board has established four Committees, being the Audit, Remuneration, Nomination and Disclosure Committees, whose membership, role and responsibilities are set out below and whose terms of reference are available on this page. The principal risks facing the Company are set out on pages 12 to 15 of the Annual Report and Financial Statements to 31 December 2025.

Audit Committee

The Audit Committee is comprised of Haida Hazri (Chair of the Committee), and Geraldine Murphy. The Audit Committee reviews the Company’s accounting policies, financial reporting, internal control, compliance and risk management and maintains an objective and professional relationship with the auditors.

Current Seascape Energy Audit Committee Terms of Reference

Nominations Committee

The Nominations Committee is comprised of Mike Buck (Chairman of the Committee) and Geraldine Murphy. The Nominations Committee is responsible for considering and providing advice concerning appointments or reappointments to the Board.

Current Seascape Energy Nomination Committee Terms of Reference

Remuneration Committee

The Remuneration Committee is comprised of Mike Buck  (Chairman of the Committee) and Geraldine Murphy. The Committee assists the Board in determining the remuneration arrangements and contracts for the executive directors and senior employees.

Current Seascape Energy Remuneration Committee Terms of Reference

Disclosure committee

The Disclosure Committee is responsible for ensuring that the Company makes timely and accurate disclosure of all information that is required to be disclosed to meet its disclosure obligations under MAR and the AIM Rules. The disclosure committee comprises Nicholas Ingrassia (Chairman) and Julian Riddick.

Corporate Governance Code

The Board considers the QCA Corporate Governance Code as a framework in determining its own governance approach, last reviewed on 3 December 2025.

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Company announcements

Please click on the link below to access notifications made by the Company in the past 12 months.

Regulatory News

Current constitutional documents
The Company’s constitutional documents are represented by its Articles of Association.

Directors

Details of any other exchanges or trading platforms
The Company is not listed on any other exchanges or trading platforms.
Details of any restrictions on the transfer of securities
There are no restrictions on the transfer of securities.
Financial information

Please click on the link below for access to the Company’s annual and interim reports.

Financial Reports

Incorporation and registration details

The Company is incorporated in England and Wales with registration number 12020297 and has its registered office at 5th Floor, One New Change, London, EC4M 9AF.

Main County of Operation

The primary country of operation is Malaysia

Number of securities in issue

Please click on the link below for details of the number of securities in issue, the number of securities held as treasury shares and, insofar as the Company is aware, the percentage of securities that is not in public hands together with the identity and percentage holdings of significant shareholders.

Major Shareholders

Remuneration & Performance

The Company produces a detailed Remuneration Report each year as part of its Annual report and Financial Statements, which provides details of the structure of executive and non-executive director remuneration and how this is aligned with individual and Company performance and its assessment. In summary, executive remuneration comprises base salary, reviewed annually with effect from 1 January and benchmarked against comparable Exploration & Production companies; benefits; an annual bonus assessed by the Remuneration Committee against Company key performance indicators; awards of nil cost and market priced options under the Company’s Long Term Incentive Plan; and a contingent cash bonus payable at the Committee’s discretion on an event which fundamentally transforms the business. Non-Executive Director remuneration comprises fees together with awards under a separate Non-Executive Director Long Term Incentive Plan, scaled so as not to prejudice independence. The Remuneration Committee assesses performance and determines awards, and the Directors’ Remuneration Report is put to an advisory shareholder vote at each Annual General Meeting. The Remuneration Report for the period to 31 December 2025 can be found on pages 30 to 37 of the Annual Report and Financial Statements to 31 December 2025.

Shareholder Engagement

The Company seeks to maintain a continuing dialogue with its shareholders in order to communicate the Company’s strategy and results and to understand the needs and expectations of its shareholders.  In addition to shareholder General Meetings, the Company arranges online presentations to follow the release of the Company’s financial results and the announcement of any significant transaction. Shareholders are encouraged to provide questions before and during the presentation, after which the CEO and other presenters endeavour to answer. The Company has also begun to engage shareholders via various social media platforms such as X, YouTube and LinkedIn.  Shareholders may also access the Company’s results presentations and submit questions through retail investor platforms, including Investor Meet Company. The Annual General Meeting is used as an opportunity for shareholders to put questions to the Board, and feedback received from shareholders, from the Company’s brokers and from voting on resolutions is reported to and considered by the Board. The Senior Independent Non-Executive Director is available to shareholders who wish to raise matters other than through the Executive Directors. Enquiries may be directed to ir@seacape-energy.com All inside information and other information requiring disclosure is released through a Regulatory Information Service before it is published on the Company’s website or referred to on social media, and social media is not used to disclose inside information.

UK City Code on Takeovers and Mergers
The Company is subject to the UK City Code on Takeovers and Mergers.