Description of Activities

Description of transaction: The proposed transaction involves the acquisition of participating interests in Petroleum Exploration Licences (PELs) by BP Namibia Energy Limited through the indivisible transfer of participating interests in PEL 97, PEL 99, and PEL 100 from Eco Oil and Gas Services (Proprietary) Limited (“Eco Oil & Gas”), Eco Oil and Gas Namibia (Proprietary) Limited (“EcoNam”), and Azinam Group Limited (“Azinam”) pursuant to a Farmout Agreement (FA). Under the FA, BP Namibia Energy Limited will acquire specified participating interests and assume operatorship of the three (3) offshore PELs located in the Walvis Bay Basin, Namibia.

Acquiring group: The primary acquiring undertaking is BP Namibia Energy Limited, a newly established private company incorporated under the laws of England and Wales. The company does not currently conduct any business activities or hold any participating interests in Petroleum Exploration Licenses (PELs) in Namibia or elsewhere; however, it has interests in oil and gas exploration activities. It is ultimately controlled through a corporate chain by BP plc, a publicly listed company on the London Stock Exchange and the New York Stock Exchange. The broader acquiring group headed by BP plc operates across four main business segments: gas and low-carbon energy; oil production and operations; customer-focused businesses and products (including convenience retail fuels, refining, and oil trading); and corporate activities such as technology, BP Ventures, and shipping. In Namibia, the acquiring group’s activities are currently limited to the sale of lubricants through importation by local lubricant sales agents.

Target undertaking: The target undertakings are the participation interests currently held by Eco (Oil & Gas) Limited, a limited liability company incorporated in Bermuda; EcoNam, a company incorporated in Namibia; and Azinam, a limited liability company incorporated in Bermuda. These entities hold participation rights in the three (3) Petroleum Exploration Licences (PELs) central to the transaction. Eco (Oil & Gas) Limited and EcoNam do not exercise control over any subsidiaries. Their activities are primarily focused on the upstream oil and gas sector in Namibia, including the exploration and production of oil and gas. By contrast, Azinam exercises control over two subsidiaries, namely Azinam Limited, incorporated in Bermuda, and Azinam South Africa Limited, incorporated in the United Kingdom. The activities of Azinam and its controlled entities consist mainly of upstream oil and gas exploration and production activities in Namibia and other jurisdictions.

Relevant market: The relevant market is the upstream oil and gas exploration and production activities in Namibia.

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