GeoPark : Charter Thechnical Committee (250306 GPK LTD Technical Committee Charter 2025)
GPRK
TECHNICAL COMMITTEE CHARTER
GeoPark Limited
March 4, 2025
CHARTER
TECHNICAL COMMITTEE
"Secretary of the Meeting": Means the Secretary of the Company or any other person designated as the meeting secretary by the Committee with regard to a Committee meeting.
"Secretary of the Company": As per Section 1.1. of the Bye-laws, is the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary.
"Strategic Opportunities and New Business Transactions": Means agreements, transactions, alliances, mergers, acquisitions, partnerships, joint ventures, investments, Divestments, capital contributions, or similar actions to be entered by the Company or its Subsidiaries that either: (a) exceed 10% of the Company's total assets; (b) involve entering or exiting a country, or (c) involves introducing a new business.
"Divestments": means the process of a company selling, liquidating, spin-off, carve-out, or otherwise disposing of the Company's or its Subsidiaries assets or business units or divisions.
"New Business": will mean new projects or ventures aimed at exploring and exploiting untapped resources, entering new markets, or diversifying into related sectors.
"Work Program and Budget": Means: (a) the capital expenditures required for the execution of Firm Projects and Flexible Projects (CAPEX); (b) operational expenditures (OPEX); and (c) structure and administrative costs (expenses).
"Low-ModerateRisk Activities": Activities, Firm Projects and Flexible Projects required to develop 2P (proved plus probable) certified reserves that are contained within the P50 contour and have a chance of success greater than 60%.
"Higher Risk Activities": Activities, Firm Projects and Flexible Projects required to: (a) develop 2P certified reserves that are contained outside the P50 contour or have a chance of success less than 60%, (b) develop P3 certified reserves, contingent and prospective resources, (c) find and produce oil or gas in an area previously considered unproductive or to find a new reservoir in a known field; and/or (d) implement new technologies (pilot projects over US$ 1 million) or expand the use of those technologies. Applicable to all activities and projects, including both Firm Projects and Flexible Projects, irrespective of whether they are swapped, reclassified, added, or discarded.
1. Purpose
The key purpose of the Technical Committee (the "Committee" or "TC") of the Board of Directors (the "Board") of the Company, without prejudice of any additional objectives or
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Technical Committee Charter
functions foreseen in this Charter, is to assist the Board in fulfilling its responsibilities by providing strategic oversight and advice on specific technical matters which are beyond the scope or expertise of non-technical Board members.
The Committee shall also create a positive, non - threatening and non - confrontational business meeting environment, which is conducive to, as well as encourages and embraces the Company's values, culture and behaviors, enable constructive dialogue and debate between members of the Committee, together with Management Team and technical/operational staff of the Company, as well as an open exchange of views, in which all sub-surface-related matters can be discussed ideas openly generated, and challenged, and commentary, advice and feedback given.
2. Composition of the Committee and Appointment of its Members
3. Meetings
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Technical Committee Charter
meeting. The Committee members or the Management Team, as applicable, shall endeavor to send the supporting materials to the Committee members and to the other attendees as appropriate at least three days in advance of the meeting.
4. Minutes of Meetings
5. Responsibilities
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Technical Committee Charter
review. If deemed necessary by the Management Team, feedback, guidance, and support from the Committee will be requested regarding Low-Moderate Risk projects and activities.
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Technical Committee Charter
Management Team to discuss these events to support of continued performance improvement.
5.13. Review and evaluate organizational capability to ensure on an individual/team basis that the Management Team organization has the necessary skills and experience to execute the Work Program and Budget and deliver the technical/strategic objectives.
6. Committee Evaluation
Performance evaluations of the Committee will be conducted in accordance with the terms outlined in the Company´s Corporate Governance Guidelines.
7. Reporting Responsibilities
Reporting obligation of the Committee will be conducted in accordance with the terms outlined in the Corporate Governance Guidelines.
8. Access to Information and External Advisors
The Chair of the Committee in consultation with the Secretary of the Company, may access and request information from Management Team and engage external advisors in accordance with and as outlined in the Corporate Governance Guidelines.
9. Delegation of Authority
The Committee may delegate its authority to subcommittees or the Chair of the Committee when it deems appropriate and in the best interests of the Company.
10. Committee Charter
As deemed necessary, and when required, the Committee shall review the adequacy of its Charter and recommend to the Board any proposed changes for approval.
No.
Document Date
Observation/Purpose
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01/07/2013
Creation of the Committee
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8/08/2022
The Committee was redefined with the powers and scope it has
today.
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24/08/2024
Amendment to include new rules regarding delegation of authority of
CAPEX and the removal of the independent majority of the members.
General amendment to incorporate current best practices, general
updates, internal audit functions, and robust ethics and compliance
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03/04/2025
oversight functions of this committee (as the Ethics Committee
charter has also been amended to delegate in Management Team
specific management of these matters)
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Disclaimer
Geopark Limited published this content on March 13, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 13, 2025 at 14:23:08.348.