Harbour Energy : Prospectus Publication Investor Presentation

Transformational acquisition of Wintershall Dea asset portfolio

Publication of the Prospectus

June 2024

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Contents

1. Overview of acquisition
2. Target portfolio: overview and historical financial information
3. Target portfolio: CPR valuation and country summaries
4. Next steps to completion
5. Appendix

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Harbour's acquisition of Wintershall Dea asset portfolio

A transformational step in our journey

Scale and	High quality, resilient	Supporting the energy	Financial strength,
diversification	asset base	transition	sustainable returns

Overview of the Acquisition

Acquisition of substantially all of Wintershall Dea's upstream O&G assets for $11.2 bn (effective date 30 June 2023)

Adds upstream assets in Norway, Germany, Denmark,

$11.2 bn Acquisition Funding structure

Argentina, Mexico, Egypt, Algeria and Libya

Adds 1.1 bnboe1 of 2P reserves at c.$10/boe, and more than 300 kboepd at c.$35,000/boepd

BASF to own 47% of HBR's ordinary shares; LetterOne to hold non-voting shares

					15%
		1,440 million		1,691 million
45%
		Ordinary share	53%			Total share
	47%
		capital			capital
Existing HBR		40%

shareholders

BASF

3	$4.15 bn
equity

2 $2.15 bn

cash

c.$4.9 bn

1 bonds

(nominal

value)

3 Equity

Harbour shares issued at agreed value of 360p/share2

2 Cash consideration

• Interim cash flows from target portfolio
• $1.5bn bridge facility successfully syndicated

1 Existing Wintershall Dea bonds transferred to Harbour including $1.7bn of hybrids

Letter One

Expected to deliver Investment Grade credit profile

1 Based on D&M's Competent Person's Report on the target portfolio (YE 2023 D&M CPR) 2 Harbour will issue 921 million shares.

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Acquisition impact

High quality portfolio, free cash flow accretion and IG credit profiles support a sustainable increase in the dividend

Harbour shareholder distributions1

Potential for

Increased scale and geographical diversification

Extended reserve life

Enhanced margins

Materially reduced GHG intensity

Significant free cash flow accretion

Lower cost of financing

($ million)additional returns

	$200m
	buybacks	c.$455m
		annual
		dividend1
	$200m
	annual
	dividend
	2023	Post-completion

Annual dividend on ordinary shares increased to c.$380m, a c.5% increase in dividend per share2

1. Includes base dividend on both ordinary shares and non-voting shares.
2. Based on a total dividend for 2023 of 25 cents/share (12 cents interim and 13 cents final) and 1,440 million Harbour ordinary shares post-completion

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Acquisition of high quality and cash generative asset portfolio…

…underpins expected investment grade credit ratings and sustainable, enhanced shareholder returns

2P Reserves1

YE 2023, bnboe

Production	Unit operating cost
2021-2023,3-yr average, kboepd	2021-2023,3-yr average, $/boe

Annual free cash flow2

2021-2023,3-yr average, $bn

>300%	1.5
0.4

c.170%	511	>25%
15
		11
190

>130%

1.3

3.0

Harbour	Pro forma
	Harbour

Harbour	Pro forma	Harbour	Pro forma
	Harbour		Harbour

Harbour	Pro forma
	Harbour

Extends R/P to 8 years with	Cash generative, material	High quality, resilient asset	FCF accretion & longevity
reserve replacement options3	production outside the UK	base with robust margins	supports enhanced returns

1 YE 2023 D&M CPR. 2 FCF is after capital expenditure, tax, interest payments & before distributions and debt repayments 3 R/P is YE 2023 2P reserves (per YE 2023 D&M CPR) divided by 2023 production

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Harbour to be well-placed amongst long-established global independent O&G companies

Acquisition transforms Harbour into a large-scale, global independent with a new peer group

2023 Production

kboepd1

Norwegian independents

Pro forma							UK listed independents
						US independents
Harbour
WDEA
500
250
0
Aker BP	APA	Marathon	Hess	Var	Murphy	Energean	Ithaca	Kosmos

1 Source is companies' disclosures (quarterly / full year results)

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Target portfolio: overview and historical financial information

Overview of target portfolio

A large, diverse portfolio with robust margins underpinned by significant reserves and resources

YE 2023 2P reserves1,2	FY 2023 Production
mmboe	kboepd
	175					Plus leading CO2
1,117
				Norway	storage position in
(c. 65% gas)						Northern Europe
		321 kboepd	Germany
		Mexico
		(c.65% gas)
YE 2023 2C resources1
mmboe
					North Africa
1,238	Norway		59
			46
(c.60% gas)	Germany
Argentina	31
	Mexico			Argentina
	North Africa			10
	Nor.	Ger.	Arg.	Mex.	N. Afr.	Map of Target portfolio's upstream assets

c.10 years		c.$9/boe		$4.6 billion		$1.7 billion
2P reserves life as at YE 20232,3		Av. unit operating cost4 (2021-2023)		Av. EBITDAX (2021-2023)		Av. FCF5 (2021-2023)

1 YE 2023 D&M CPR 2 Excludes c.60 mmboe of reserves produced between Acquisition effective date (30 June 2023) and YE2023. 3 YE 2023 2P reserves, per D&M CPR, divided by 2023 production 4 Unit opex is per Harbour's definition comprising production, transportation and insurance costs and tariff income/expenses. 5 Free cash flow is after capex, tax and interest payments and before dividends and debt repayments

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