GOVERNANCE

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Board of Directors ������������������������������������������99 Our Executive Committee �������������������������� 101 Chairman’s governance report ���������������� 103 Committee reports ��������������������������������������� 108

PUMA ENERGY ANNUAL REPORT 2020 OUR BOARD OF DIRECTORS

(i) Audit Committee Our Board of Directors brings together diverse (ii) Ethics and Compliance Committee (iii) Finance and Investment Committee energy industry professionals from around the world, (iv) Health, Safety, Security, Environment Committee who are committed to practising and promoting (v) Remuneration Committee good governance throughout the Group.

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Emma FitzGerald (ii) Hadi Hallouche Pierre Lorinet (iii) (v) Baltazar Agostinho Chief Executive Officer Co-Head of Oil Trading, Trafigura Director, Trafigura Gonçalves Miguel (i) (iii) 2 years at Puma Energy. In October 2019 Hadi was appointed Co-Head 16 years at Puma Energy. Executive Board Member, Sonangol EP Emma joined Puma Energy in January 2019. of Trafigura’s Oil Trading Division. This follows Pierre is a non-executive Director of Trafigura. He 3 years at Puma Energy. Previously, she spent many years running his two-year tenure as Head of Oil Singapore holds other independent non-executive Director where he was responsible for managing the Baltazar joined Sonangol in 1997 and has held downstream Retail, Lubricants and LPG roles including with Cofco International Limited and various senior management positions in Accounting, businesses for Shell around the world. Before company’s oil and gas trading activity across Singapore government agencies such as Enterprise the Asia Pacific region. Hadi joined Trafigura Finance and Human Resources for Sonangol joining, Emma was immersed in the UK utility Singapore and the National Art Council of Singapore. Distribuidora SA and Sonangol Refinaria de Luanda industry running gas and water and waste in 2011 as an LNG Trader. Prior to joining Until September 2015 Pierre was the Chief Financial Trafigura, Hadi spent seven years in Royal SA. He was a member of the Executive Committee networks for National Grid and Severn Trent Officer and Managing Director Asia-Pacific for of the Board of Directors of Sonangol Luanda Water. She has served on boards in both an Dutch Shell. Hadi, an Algerian national, Trafigura. Pierre joined Trafigura in 2002 and became holds a PhD in Economics. Refinery between 2009 and 2012 and Chairman of Executive and Non Executive Director capacity CFO and Board Director in January 2007. In August the Executive Committee of Sonangol Academia including Severn Trent plc, Cookson Group plc, 2012 he also became MD for the Asia-Pacific region. between 2014 and 2017. In November 2017, he was Alent plc and DCC plc. She sits on the advisory Before joining Trafigura, Pierre worked for Merrill appointed to the Executive Board of Sonangol EP. board of Oxford Science Innovation. Emma Lynch and at Banque Indosuez. Pierre graduated Baltazar holds a BSc in Business Economics from holds a doctorate in Surface Chemistry from from Ecole Supérieure de Commerce de Paris in the University of Salford and an MA in Money, Oxford University and an MBA from France and holds an MSc in Finance with distinction Banking and Finance from the University of Manchester Business School. from Lancaster University in the UK. He is a French Sheffield/Sheffield Management School. citizen and resides in Singapore.

PUMA ENERGY ANNUAL REPORT 2020 OUR BOARD OF DIRECTORS

(i) Audit Committee (ii) Ethics and Compliance Committee (iii) Finance and Investment Committee (iv) Health, Safety, Security, Environment Committee (v) Remuneration Committee

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Filomena Maria Gamboa Carvalho René Médori Graham Sharp (i) (iii) Mike Wainwright (iii) (v) dos Santos e Oliveira (v) Non-Executive Chairman, Puma Energy Non-Executive Board Member, Puma Energy Director, Trafigura Executive Board Member, 1 year at Puma Energy. 8 years at Puma Energy. 13 years at Puma Energy. Sonangol Hidrocarbonetos Internacional René joined the Puma Energy Board as Graham joined the Puma Energy Board Mike was appointed Chief Operating Officer 3 years at Puma Energy. Non-Executive Chairman on 3 March 2020. on 27 May 2012 as its independent Non- and Trafigura Management Board member Filomena serves as a member of the Executive René holds dual French and British nationality. Executive Chairman, handing over to in January 2008. His principal focus is the Committee of Sonangol EP subsidiary for upstream He brings significant experience to the Board René Médori on 3 March 2020. He spent his management of the middle and back office activities. Her previous roles include serving as from his executive roles in the energy and early career advising multinational clients support teams for the trading division, direct a member of the Sonangol Hidrocarbonetos natural resources sectors. He also has such as Shell. Following a period trading clean responsibility for the Group’s P&L and Internacional Executive Committee, as coordinator invaluable direct experience of international petroleum products worldwide, Graham was responsibility for the Finance function at of the Sonangol EP Regeneration Program, as best practice in corporate governance and a co-founding Board member of Trafigura. Board level. Mike joined Trafigura in 1996. a member of the Sonangol Pesquisa e Produção operating responsibly in emerging markets. Upon his retirement in 2007, Graham continued He has held various roles within the Group, Executive Committee, as a Development and René was previously Chief Financial Officer of to advise Oliver Wyman Associates and covering accounting, deals desk and middle Operations Manager of Sonangol EP, and as Anglo American, and Group Finance Director Galena Asset Management, among others. office IT development. Mike holds a BSc in Head of Reservoirs Department for the National of The BOC Group. He currently holds Non- He holds a first-class honours degree in Mathematics and Actuarial Studies from Concessionaire. Filomena joined Sonangol EP Executive Directorships at Newmont and Vinci engineering, economics and management Southampton University. in 1982. Filomena holds a Mining/Petroleum and he is also Chairman of Petrofac. from Oxford University. Engineering degree from Agostinho Neto University, Angola.

PUMA ENERGY ANNUAL REPORT 2020 OUR EXECUTIVE COMMITTEE

(i) Audit Committee Our highly experienced Executive (ii) Ethics and Compliance Committee (iii) Finance and Investment Committee Committee works closely together (iv) Health, Safety, Security, Environment Committee to set the strategy and lead the (v) Remuneration Committee transformation of Puma Energy.

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Emma FitzGerald (ii) Andrew Kemp (ii) (iii) Deborah Binks-Moore (iv) Jonathan Pegler (ii) (iv) Chief Executive Officer Chief Financial Officer Chief Customer Experience and Communications Officer Future Energies, Infrastructure, Global Bitumen 2 years at Puma Energy. 1.5 years at Puma Energy. 1.5 years at Puma Energy. 5 years at Puma Energy. Emma joined Puma Energy in January 2019. Andrew joined Puma Energy in June 2019. Deborah joined Puma Energy in October 2019. Before joining Puma Energy in 2015, Jonathan Previously, she spent many years running Previously, he was the Group Director of Deborah started her career as a research scientist was global co-head of crude trading and head downstream Retail, Lubricants and LPG Finance at VEON Ltd and has held a number at Royal Dutch Shell, and worked in various of oil Asia for Trafigura based in Singapore. businesses for Shell around the world. Before of senior finance roles in telecommunications commercial and technical roles before specialising Prior to Trafigura, he worked for four years joining, Emma was immersed in the UK utility over 20 years, in addition to experience in the in Brand and Communications, leading her at Amerada Hess and nine years at BP, industry running gas and water and waste logistics, travel and property sectors. Most function in building trust and reputation for managing manufacturing facilities, logistics networks for National Grid and Severn Trent recently he was Regional CFO for VEON’s the Global Technology and Retail businesses assets, and trading portfolios for oil products Water. She has served on boards in both an operating companies in Pakistan, Bangladesh respectively. After leaving Shell, Deborah also and derivatives. Jonathan graduated from Executive and Non Executive Director capacity and Algeria. Prior to that Andrew was CFO worked in other industries and spent five years in City University in London with a BSc including Severn Trent plc, Cookson Group plc, of Jazz in Pakistan for three years where he the technology sector. She joined us from Alibaba in aeronautical engineering. Alent plc and DCC plc. She sits on the advisory played an instrumental role in the merger with Group, where she was Head of International board of Oxford Science Innovation. Emma Warid Telecom and the broader turnaround Corporate Affairs EMEA, and prior to that was holds a doctorate in Surface Chemistry from of Jazz’s operations. Before joining the VEON at eBay. She brings her experience in digital Oxford University and an MBA from Group, Andrew held a number of senior customer, marketing and communication skills Manchester Business School. positions, including CFO of Etisalat Nigeria. to Puma Energy. Deborah holds a BSc (Hons) and PhD from the University of Dundee, UK.

PUMA ENERGY ANNUAL REPORT 2020 OUR EXECUTIVE COMMITTEE

(i) Audit Committee (ii) Ethics and Compliance Committee (iii) Finance and Investment Committee (iv) Health, Safety, Security, Environment Committee (v) Remuneration Committee

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Alan McGown (ii) Eghosa Oriaikhi Mabhena (iv) Rodrigo Zavala (iv) Michael Schulz (ii) (iv) Chief Transformation Officer, Value Chain Head of Global Lubricants, Aviation and Downstream Head of West and Global Commercial Chief People & Culture Officer Optimisation & Procurement East Region Centre of Excellence 1 year at Puma Energy. 2 years at Puma Energy. 1.5 years at Puma Energy. 9 years at Puma Energy. Michael joined Puma Energy in March 2020. Alan is Chief Transformation Officer at Puma Eghosa joined Puma Energy in July 2019. Previously, Rodrigo joined Puma Energy in 2011 to lead the Prior to Puma Energy, Michael held various Energy and is leading the work to develop and Eghosa was an Executive Director at Baker Hughes, merger of Exxon’s Centam storage facilities. He positions at Lafarge SA Building Materials/ implement the strategy to create value from leading business units across Europe, Africa, Russia then became our General Manager in Paraguay Cement Industry as Legal Counsel, Germany; Puma’s existing businesses and to position the Caspian, Middle East and Asia Pacific. Eghosa also before becoming COO for the Americas in 2014. Human Resources Director, UK; Vice President company for future sustainable growth. Alan spent almost 10 years with Schlumberger across the He started in finance at Shell before spending – Organisation Effectiveness, Paris; Vice USA and Europe. Her expertise spans corporate and was previously Chief Marketing Officer at 11 years at Petrobras in M&A, refinery logistics President Human Resources Middle East and commercial strategy, business development, Nayara Energy in India (formerly Essar Oil). planning and marketing. Rodrigo has sat on the North Africa, Cairo. Michael most recently led operational and financial leadership, operations Prior to Nayara, Alan was the director of retail International Board of the North American the HR function for Petrofac’s global Oil & Gas strategy for the downstream Retail business management, contract management, engineering Convenience Stores Association (NACS) since and technology, supply chain and manufacturing. EPC and Engineering Services business lines at Rosneft in Russia and before that he had a 2014 and has been a member of the Coca-Cola/ as Senior Vice President Human Resources long career at BP. Among his many roles at BP, Eghosa has a Global Executive MBA, Masters and NACS Retail Council since 2019. He also sits on Bachelors in Mechanical Engineering and Project based in Dubai. He has also provided he was VP of business development and the board of agricultural companies in Argentina Management Professional Certification. She serves independent Business and Board Advisory marketing for BP retail in China, global fuels and Paraguay. Rodrigo has an economics degree on boards and her passion is in helping to shape Services in strategic human capital solutions strategy manager and general manager of from Universidad de Belgrano and an MBA from diverse work cultures, which enable women to for clients in the retail and energy sectors. retail in Poland. thrive in senior positions within organisations. Universidad del CEMA in Argentina.

PUMA ENERGY ANNUAL REPORT 2020 CHAIRMAN’S GOVERNANCE REPORT We are deeply committed to building Advancing our governance in 2020 stakeholders such as current and potential We undertook a number of steps in 2020 to commercial and financial partners� Through 2021, on our good governance. This is a core advance best in class governance. Our objective we plan to gather more data to demonstrate, foundation for excelling in energising was to ensure we had the strongest possible and work with partners to inform and enhance foundation for pursuing our purpose and our implementation and management of ESG communities around the world. customer-focused strategic transformation. across Puma Energy� Launching our Environmental, Social and Enhancing our committees Governance (ESG) framework We strengthened and expanded the role of We launched our Environmental, Social and the Audit Committee� We now have a more Governance (ESG) framework and have begun systematic review of the entire audit landscape� to embed it throughout Puma Energy. We More information can be found in the Audit recognise that this is an important aspect of our Committee report on page 108� 103 good governance, not only as a foundation for The Remuneration Committee continued its our own responsible business operations but focus on aligning the compensation of Puma also, increasingly, as a requirement of other key Energy’s senior leadership to the strategic goals

Our governance principles

Having the appropriate balance of skills, experience, independence and knowledge of the Company and industry Effectiveness to discharge duties and responsibilities effectively.

Clarifying the conduct and accountability of management, its roles and responsibilities and ensuring the alignment Accountability In 2020, we continued of management and shareholders’ interests. Having a transparent approach to corporate reporting, risk management and internal control principles and maintaining to enhance our good Transparency an appropriate relationship with the Company’s auditors. governance – notably Conducting corporate governance in a professional way without conflict of interest and free from any internal and external Independence by introducing and influence or pressure. beginning to embed Fairness Ensuring the protection and equal treatment of shareholders’ rights, including minority and foreign shareholders’ rights. our new environmental, Determining the nature and extent of risks to take in achieving the Group’s strategic objectives while maintaining sound René Médori, Non-Executive social and governance Responsibility Chairman, Puma Energy risk management and internal control systems. (ESG) framework.

PUMA ENERGY ANNUAL REPORT 2020 CHAIRMAN’S GOVERNANCE REPORT

and performance of the business� Through the Reinforcing our culture from the top Our strong, diverse leadership year, there was a particular emphasis by its Under our CEO Emma FitzGerald’s leadership, shareholders and Board on supporting Puma we have continued to build our culture of strong Across our Board and Executive Committee, we have a great range of Energy’s ongoing transformation and the related governance� This includes enhancing stakeholder experienced people with diverse backgrounds and skills. Together, our imperative to retain and attract the very best engagement� Interaction at a committee level senior leaders are focused on ensuring good governance and delivering talent� More information can be found in the has increased, with a higher number of meetings� our strategy successfully for our stakeholders. Remuneration Committee report on 116� In addition, Emma conducts monthly calls with the Board as well as regular scheduled meetings� Introducing our new Code of Business Conduct Tenure Nationality Emma also holds monthly shareholder We introduced a new Code of Business Conduct information sessions� to reinforce the behaviours needed to live our purpose and values and have rolled it out across One of the things I’ve really seen coming through Executive Executive the Group� In our new Code, we make a strong with Emma’s leadership has been transparency Board Board 104 Committee Committee and clear connection from our purpose through and truthfulness� That builds trust and engenders to the day-to-day behaviours of everyone in a sense of shared endeavour� It’s the necessary Puma Energy� More information can be found bridge between having high standards and in the Ethics and Compliance Committee report policies and having them implemented and < 1 year 3 to 5 Algerian French on page 110� borne out across the business� 1 to 2 > 5 Argentinian German Streamlining and aligning our risks Streamlining the Executive Committee 2 to 3 Angolan Nigerian British In 2020, we further strengthened our risk In 2020, as part of our strategy refresh and management structure with the creation of a reorganisation of our operating model, we Experience Diversity separate Enterprise Risk Management function� streamlined the Executive Committee to We also streamlined our risks from 29 to 18, to ensure we had the right size and mix of highly focus more intensely on the core risks to the experienced, expert leaders to take Puma business in line with our purpose, strategy and Energy forward� More information can be found Executive Executive Board Board risk appetite, and the fast-changing world in on page 101� Committee Committee which we live and work� More information can be found on page 87�

Oil & Gas/Energy Marketing & Male Engineering Communications Female Technology HR Economics Mining Finance Trading Telecommunications

PUMA ENERGY ANNUAL REPORT 2020 CHAIRMAN’S GOVERNANCE REPORT

Robust governance structure Ensuring good governance • Approving Puma Energy’s annual budget Our governance is strong and well established and five-year business plan, including its We have a robust governance In the last quarter of 2020, we at Puma Energy. investment programme It doesn’t matter structure. At its core, this includes also established a non-Board level our Board of Directors which brings Supply Committee with Trafigura. Governance objectives • Approving investments, divestments, loans what you put in together diverse energy industry The Committee has been Our approach is driven by three overriding or financing equivalent to more than 3% place in terms professionals from around the established to ensure we can benefit objectives. We seek: (but less than or equal to 25%) of the total world; our highly experienced and from Trafigura’s scale and expertise net assets of the Puma Energy Group, 1. To support a performance-driven global of corporate motivated Executive Committee to get access to the high-quality whether or not the projected amount is setting the strategy and leading the product customers expect from business focused on growth. governance – it transformation of Puma Energy; Puma Energy at the most part of an announced strategy 2. To maximise our commercial flexibility and five committees focused on competitive price. The Committee • Reviewing information on significant events won’t work if by light-touch central management that key areas at the heart of good reviews the performance of the related to the Company’s affairs governance: Audit; Ethics and arm’s length agreement between empowers individual employees at a you don’t have 105 Compliance; Finance and Puma Energy and Trafigura and local level. Key issues our Board discussed during the right culture. Investment; Health, Safety, Security, has a robust set of KPIs which are 2020 included: Environment (HSSE) Committee; reviewed frequently. 3. To balance the previous two principles by And this culture and Remuneration. promoting a strong culture of governance and • Safely delivering the business plan using effective information systems to ensure • Refreshing the five-year strategy plan has to be set right transparency and accountability. • Reorganising the operating model from the top. Board The Board of Directors • Streamlining the Executive Committee The Board comprises a Non-Executive Chairman, • Financial performance, capital structure the Chief Executive Officer and five other Board and liquidity. Read more here members who represent our major shareholders. Our Board meets at least four times a year to, Finance and among other matters, set our strategy and Executive Audit Investment oversee implementation. Committee Committee Committee The Board’s main duties and responsibilities include: Read more here Read more here Read more here • Approving the nominations of Executive Health, Safety, Committee members and such other Ethics and Security, Remuneration specialised committees as deemed necessary Compliance Environment Committee Committee • Defining Puma Energy’s strategic orientation Committee

Read more here Read more here Read more here

PUMA ENERGY ANNUAL REPORT 2020 CHAIRMAN’S GOVERNANCE REPORT

Roles and responsibilities of our Chairman Our Chief Executive, Emma FitzGerald, chairs our The main duties and responsibilities of the and CEO Executive Committee. Emma is responsible for: executive team include: Good governance is Puma Energy has had separate Chair and • Managing the Company • Implementing the strategic vision defined Chief Executive functions since 2012. at the core of Puma • Reporting the Company’s results and outlook by the Board of Directors Energy. It gives us Our Chairman, René Médori, is responsible for: to shareholders and the financial community • Providing organisational direction on behalf • Leading our Board and ensuring it makes • Overseeing the strategic direction of the Company. of the Board strength, it reinforces effective decisions • Advising the Board on decisions and business Executive team matters, ranging from strategy planning and our relationships with • Maintaining good relations between our Our highly experienced executive team, which policy to investment and risk stakeholders and Board and shareholders was streamlined in 2020, takes decisions to grow • Representing us in high-level discussions with our business effectively and profitably. Puma • Setting financial plans, monitoring and provides the foundation evaluating the implementation of these plans governments and other important partners Energy has a lean and agile management 106 and ensuring that any necessary adjustments for fulfilling our core • Chairing the Board’s activities and our Finance, structure that enables us to make quick, robust are made if required purpose: to energise Supply and Audit Committees decisions in a transparent way. communities to serve our customers’ needs Areas of focus in 2020 and drive sustainable Strategy acceleration People and Culture During the year, the Board paid • Reorganising the operating model • Setting a new People & Culture strategy growth. particular attention to the • Streamlining the Executive Committee • Further embedding our purpose and values following activities: • Pressing on with operational improvements

Executive Committee

Environmental, social and Financial strength governance (ESG) • Cost reductions • Launching the ESG framework • Deleveraging • Consolidating ESG principles • Liquidity and commitments • Trafigura support

PUMA ENERGY ANNUAL REPORT 2020 CHAIRMAN’S GOVERNANCE REPORT

• Ensuring that systems and structures are in Subsidiaries and joint ventures Trafigura’s primary trading businesses are and their derivatives. Sonangol gives us crucial place to provide effective management and In most countries, we operate through a local involved in the supply and transport of crude oil, expertise and knowledge of Sub-Saharan support for employees subsidiary. We have more than 200 companies petroleum products, renewable energies, coal, African markets. in more than 60 jurisdictions around the world. refined metals, ferrous and non-ferrous ores and • See our executive team section on page 101 Change in shareholding structure Most subsidiaries are either wholly owned or concentrates. It is the world’s second-largest for details of our leadership team� In March 2020 a shareholding restructuring majority owned. In some countries, we have joint independent non-ferrous trading company and transaction was initiated between Trafigura and Our committees ventures with local or state-owned businesses. the third-largest independent oil trader. Cochan Holdings to reduce Cochan Holdings We have appointed the following committees A General Manager oversees each local business, We are one of Trafigura’s largest suppliers of stake in Puma Energy by selling shares in our to ensure the smooth and effective running of supported by regional and central functions, Midstream services, such as storage and Group to Trafigura. Hereafter, Puma Energy our business: and they are accountable to their regional bunkering, which in turn provides Puma Energy bought back and cancelled these shares. We • Audit Committee Chief Operating Officer. with stable cash flows. Trafigura is a preferred funded the repurchase with a subordinated • Ethics and Compliance Committee Unless contrary to local requirements, each supplier of petroleum products to Puma Energy shareholder loan amounting to US$390m from 107 • Finance and Investment Committee subsidiary’s Board includes at least one member and accounts for roughly two-thirds of our supply. Trafigura with an initial tenor of seven years. of the executive team. The General Manager is • Health, Safety, Security, Environment This special relationship provides Puma Energy with As a result of this transaction, Cochan Holdings not normally on the Board, unless there is a local (HSSE) Committee preferential access to the international markets. ceased to be a significant shareholder in Puma requirement. For our investments in associates, • Remuneration Committee Energy and Trafigura’s shareholding in Puma the executive team chooses a Puma Energy For more information about Trafigura, Energy increased to 55.6 percent. Based on • Supply Committee (Q4 2020). representative on a case-by-case basis. visit: www.trafigura.com agreement between the shareholders, the power .anaging our business responsibly Ownership and shareholders Sonangol to direct the relevant activities of Puma Energy We employ more than 7,100 people from We operate independently of our main Established in 1976, Sonangol is ultimately lies solely with its Board of Directors, and over 40 countries, and have implemented a shareholders and strategic partners, Trafigura a state-owned company whose mission is shareholders’ rights are only protective in nature. structure of global, regional and local offices to and Sonangol; however, we can draw on their the management of hydrocarbon resource Trafigura appoints three out of eight directors, ensure we manage our business responsibly� management expertise and market knowledge. exploration and production in Angola. Sonangol and decisions by our Board of Directors are Holdings Lda, the direct shareholder of the taken by simple majority. Trafigura therefore We are committed to diversity and inclusion� Trafigura Puma Energy Group, is governed as a private does not have the majority of decision-making Our approach is to create an inclusive and Trafigura is one of the world’s leading company and has strict standards to ensure power in our Board of Directors. The transaction respectful working environment and embed international commodity traders, specialising in efficiency and productivity. did not alter the existing shareholder agreement. a philosophy of “we all win together”� the oil, minerals and metals markets, with 8,619 Therefore, the increase in Trafigura’s employees across 48 countries. In this context, Sonangol works to become Find out more in our section on operating shareholding did not result in Trafigura gaining a reference in the international market. responsibly on page 68� Founded in 1993, Trafigura is owned by its control over Puma Energy. Regulatory approval The company’s activities include exploration, management and employees. It has achieved for the restructuring was granted in June 2020. substantial growth in recent years, growing development, marketing, production, turnover from US$18bn in 2004 to US$147bn transportation and refining of hydrocarbons in 2020.

PUMA ENERGY ANNUAL REPORT 2020 REPORT OF THE AUDIT COMMITTEE We apply strong audit controls and The main activities rise to a Remuneration .thics and compliance Key responsibilities through the year Committee review� The focus The Committee reviewed processes across the Group as part of • Overseeing the financial The Audit Committee met of this review was on the and approved the new Code our ongoing commitment to robust risk reporting and disclosure five times in 2020. design and implementation of of Business Conduct for a share-based compensation implementation throughout the process of the Group The Committee plays an management and good governance. scheme that is more tailored Group� It also discussed the • Monitoring the effectiveness integral part in Puma Energy’s and aligned to the Puma review of the Speak Up policy of the Group’s Internal governance framework by Energy requirements and and training throughout the Audit function and providing oversight of the recognises the tax and business� Discussions were reviewing any Group’s financial reporting, accounting implications of held concerning the compliance material findings risk management and internal any such approach� This is risk assessment with areas controls and internal and • Overseeing the relationship discussed in the Remuneration recommended for further external audit. The main focus with the external auditors, Committee report on page 116� review and implementation in 108 of the Committee through the including agreeing their 2021 including modern slavery, year was to review the key Enterprise risk management fee and assessing anti-bribery and corruption internal audit findings for A review of the Group’s risk their independence and data privacy� For more 2020 and the 2020 balance framework identified five and effectiveness information see the Ethics and sheet review. The Committee key risk areas which could • Establishing procedures Compliance Committee report also reviewed the 2020 particularly impact 2020 for receipt, retention and on page 110� deliveries� This cluster forms The Committee meets at least treatment of complaints internal audit plan and Members of the the basis on which Puma twice a year. received by the Company discussed updates. committee Energy will focus its risk regarding accounting, The meetings are also attended The 2019 financial management� The Committee Chair: Graham Sharp internal controls or by the Chairman, Chief statements and audit recognised the importance auditing matters The 2019 financial statements Christophe Salmon Executive, Chief Financial of not just reporting risk adopted IFRS 16 for the first CFO, Trafigura Officer, General Counsel and • Engaging independent but its management too� advisers as it deems time and while no material Mark Irwin the lead partner from EY. Consequently, the Committee necessary to carry out deficiencies were noted by Director, Trafigura Others who attend on a regular established Executive basis by invitation include the its duties the auditors, the accounting Committee sponsorship for Baltazar Agostinho Head of Internal Audit and the • Providing Board treatment for the share-based managing risk and created Gonçalves Miguel Global Head of Compliance oversight of the Ethics compensation scheme gave better alignment between the Executive Board Member, together with other members and Compliance regions� Sonangol EP of the finance function. Committee activities

PUMA ENERGY ANNUAL REPORT 2020 REPORT OF THE AUDIT COMMITTEE

Internal audit recommend that the Company Future focus It became clear in March 2020 take CEND (Confiscation, The Committee discussed the that the fieldwork component Expropriation, Nationalisation audit strategy for 2021 and is of Internal Audit was being and Deprivation) insurance for looking forward to resuming curtailed by severe travel a limited number of countries. usual fieldwork patterns in the restrictions worldwide as second half of the year. Delegation of authority (DoA) a result of the COVID-19 The Committee approved a The plan for 2021 and beyond pandemic. The Committee reshaped DoA based on Puma is for the Audit Committee to mandated alternative audit Energy’s new operating model. keep meeting four times a year. approaches (particularly The aim is to empower the continuous auditing) to business to a greater extent compensate for this and also while still keeping an adequate identified key areas of focus. 109 balance in terms of control and Insurance programmes oversight. It also includes an The Committee reviewed the amendment relating to fixed- insurance arrangements across price contracts with a term the Group. Considerations exceeding three years. included the new operating Other areas model, potential divestments, Other areas reviewed over the cost of premiums and the the year included legal and claims history. It was agreed to tax risks.

PUMA ENERGY ANNUAL REPORT 2020 REPORT OF THE ETHICS AND COMPLIANCE COMMITTEE Across Puma Energy around the world, Our approach Key areas of focus in the year Key responsibilities We take a robust and rigorous We undertook a number of we are embedding a strong ethics and • Reviewing, approving and approach to ethics and key ethics and compliance We made great compliance culture so that it is part of our overseeing the Company’s compliance – championing initiatives through the year, progress this year programme for ethics one best way throughout focused on our core areas: everyday way of doing business – a core and compliance. Puma Energy. programme structure design in ensuring that and oversight; policies and part of the way we energise communities. • Reviewing significant ethics We recognise that our long- strong ethics and procedures; training and and compliance risks and term success relies not only on communication; third-party compliance is an confirming that appropriate conducting business in a legally engagement process; risk management activities compliant, safe and ethical integral part of Speak Up and investigations; and plans are in place. manner, but also in going Remediation; Discipline and everyone’s daily further, indeed as far as we • Monitoring the overall ethics incentives; and risk 110 can go, to consistently set working lives in and compliance performance management. in the Company. the highest standards and act Puma Energy. Introducing our new Code of • Reviewing the systems in with the greatest integrity to Business Conduct We are making place to enable staff to energise communities. All of We introduced our new Code speak up about potential which is in line with, and it central to the of Business Conduct, reflecting breaches of the Code of supported by, our ESG the purpose and values we way we all work Members of the Jonathan Pegler Business Conduct. framework. defined last year. In our new Future Energies, Infrastructure, Our ongoing commitment together to live committee • Reviewing significant Code, we make a strong and Global Bitumen investigations and outcomes to enhancing the rigour and our purpose. Chair: Emma FitzGerald clear connection from our to identify lessons learned structure of our ethics and Chief Executive Officer Alan McGown purpose through to the day-to- Rhibetnan Yaktal, and opportunities for compliance is in line with our Chief Transformation Officer, day behaviours of everyone in Global Head of Compliance broader focus across Puma Andrew Kemp Value Chain Optimisation systemic remediation. Puma Energy. Chief Financial Officer & Procurement • Reviewing and resolving Energy to strengthen and Our purpose of energising significant ethics and sharpen the way we live Michael Schulz Rhibetnan Yaktal communities is lived through our compliance matters that our purpose. Chief People & Culture Officer Global Head of Compliance four values: customer focus, lead have the potential to Meetings and attendees by example, collaboration, and The Committee meets at least adversely and materially The Committee met four times agility. We bring our values to life twice a year. impact the Company’s during the year. in the way we conduct ourselves, reputation. every day, everywhere, and that conduct is set out clearly in our new Code.

PUMA ENERGY ANNUAL REPORT 2020 REPORT OF THE ETHICS AND COMPLIANCE COMMITTEE

We want the Code to be a daily the everyday essential nature of Setting up regional Ethics and Updating policies lived experience for our people, Spreading the word around the business ethics and compliance. Compliance Committees We updated a number of rather than an occasional Through the year we produced a series of posters linking To further strengthen our policies through the year, Focusing on risk management reference. So we have integrity to different business lines, in order to reinforce oversight, we set up regional including the conflicts of We conducted a detailed produced a handy pocketbook the message across every aspect of Puma Energy. So for Ethics and Compliance interest policy and the gifts compliance risk assessment, version of the Code, a Z-card example, for aviation the message was: Keep integrity Committees to support the and entertainment policy. carrying out hundreds of for all our people, available in flying high. For lubricants, it was: Operating smoothly global Ethics and Compliance granular interviews across the Future focus English, French, Spanish, and with integrity. Committee. This adds a layer of Group. This enabled us fully Through 2021, we will carry on Portuguese and Burmese. rigour giving us more granular to understand our compliance building our team and expertise oversight of what is happening Encouraging our people to risks and pinpoint the critical across ethics and compliance. on the ground in our countries Speak Up areas, so we could share these SPEAK UP. and communities. Drawing on the learnings and We put a lot of focus through valuable insights with 111 insights from our compliance the year on encouraging WE’LL LISTEN. the business. Enhancing Know Your risk assessment, we will focus everyone in Puma Energy to Counterparty (KYC) We have focused the risk on key priority areas and Speak Up. This included We built and launched globally assessment on five areas: implement further improvement training on the policy, so people a new risk-based Know Your KNOW OUR CODE KNOW YOUR • Anti-bribery and corruption initiatives. are clear on what they are Live our purpose and values CODE AMBASSADOR Counterparty (KYC) process

You can raise concerns through Contact us through the anonymous the following channels: channels below: Are you aware of a potential ethical legal or business • Your line manager www.PumaEnergySpeakUp.com If you hear or see something • Anti-money laundering NAME GOES HERE conduct violation? expected to speak up about, • Another manager that seems wrong, you must and platform. We also hired Above all, we will continue our • Your Code Ambassador Call your local hotline number: E-mail: [email protected] Contact us through the anonymous channels below: • Your Compliance representative +44 0000000000 speak up. www.PumaEnergySpeakUp.com • Your Legal representative Phone number: +44 0000000000 • Your People and culture representative Call your local hotline number: how to do it, as well being +44 0000000000 • Modern slavery a dedicated KYC team. journey to embed ethics and assured that we will not tolerate compliance throughout Puma • Data privacy Declaring conflicts of interest any retaliation. Energy – so it truly is an active • Third-party engagement We rolled out conflicts of everyday part of our people’s Speak Up was the highlight of interest certification to all Refreshing our network of quest to energise communities. our first-ever Compliance Day, BOUND KEEP OPERATING employees online. This gives Code Ambassadors held on 17 November 2020. This SMOOTHLY everyone a clear and easy way BY OUR INTEGRITY We refreshed our network of virtual event engaged everyone AND WITH to declare any conflicts of FLYING Code Ambassadors to ensure in Puma Energy. It featured a INTEGRITY INTEGRITY interest, enhances oversight we had the best possible dance video bringing to life HIGH and enables us to manage and people from across the how, by everyone taking the mitigate conflicts effectively. business helping to champion right steps together, we can ethics and compliance We also designed and launched You can raise concerns through Contact us through the You can raise concerns through Contact us through the You can raise concerns through Contact us through the the following channels: anonymous channels below: the following channels: anonymous channels below: the following channels: anonymous channels below: build a good rhythm of • Your line manager www.PumaEnergySpeakUp.com • Your line manager www.PumaEnergySpeakUp.com • Your line manager www.PumaEnergySpeakUp.com • Another manager • Another manager • Another manager • Your Code Ambassador Call your local hotline number: • Your Code Ambassador Call your local hotline number: • Your Code Ambassador Call your local hotline number: • Your Compliance representative +44 0000000000 • Your Compliance representative +44 0000000000 • Your Compliance representative +44 0000000000 • Your Legal representative • Your Legal representative • Your Legal representative alongside our functional a gifts and entertainment • Your People and culture • Your People and culture • Your People and culture compliance across Puma representative representative representative experts. We also provided register towards the end of Energy. It was a fun and training for the Ambassadors. the year. engaging way to emphasise

PUMA ENERGY ANNUAL REPORT 2020 REPORT OF THE FINANCE AND INVESTMENT COMMITTEE From reviewing our financial structure The main activities In addition, the Committee Future focus Key responsibilities through the year supervised the establishment of In 2021, the Committee will to optimising our portfolio, we are The key responsibilities of The main priority of the the Infrastructure business unit, focus on completing the dedicated to managing our finance the Finance and Investment Committee in 2020 was to which includes 32 marine and Group’s global assets sale Committee include: ensure sufficient liquidity for two inland terminals. programme; establishing the and investments in line with our Puma Energy in the face of the Infrastructure business unit as • Reviewing and making The Committee also allocated COVID-19 crisis, which saw a an investable platform for new customer-led growth strategy. recommendations in resources to launch the Future significant drop in petroleum investors; and ensuring Puma relation to matters affecting Energies business unit, which products consumption in our Energy has an appropriate our capital structure and in 2020 started to equip retail markets, especially during capital structure to realise its financing, on tax and stations with solar panels in Q2 2020. customer-led strategy. treasury aspects a number of countries. The Committee also maintained The Committee will also • Validating our external The Committee also 112 its focus on portfolio supervise and approve the financing principles successfully supervised Puma management and supervised implementation of an updated • Reviewing KPIs and Energy’s programme to reduce the sales of our Australian Treasury Policy for the Group. monitoring rating policies costs. Initiatives on this front in commercial and retail fuels 2020 included reorganising the • Overseeing the governance business; shares in a real estate Group’s operating model, staff and activities of our programme in Australia; the rationalisation, renegotiation of treasury functions Rostov aviation business in Members of the committee lease contracts, and the • Overseeing portfolio Russia, lands in Nigeria, and reorganisation of the Chair: Graham Sharp management other small terminals. The procurement team. Committee also advanced the Andrew Kemp Chief Financial Officer portfolio optimisation of our non-core countries with more Pierre Lorinet to come in 2021. In the course Director, Trafigura of 2020, the Company used US$300m from assets disposal Mike Wainwright Director, Trafigura to prepay bank term debt and also organised a small bonds Baltazar Agostinho buy back in April to support Gonçalves Miguel Puma Energy’s bonds Executive Board Member, The Committee met four times trading performance. Sonagol EP during the year.

PUMA ENERGY ANNUAL REPORT 2020 HEALTH, SAFETY, SECURITY, ENVIRONMENT COMMITTEE

We focus on ensuring consistently Key responsibilities high HSSE standards and performance • Establish the appropriate throughout Puma Energy in line with governance framework for health, safety, security and our vision of zero harm to people and environment (HSSE) at the environment. Puma Energy • Entrench a culture of HSSE compliance within the business • Provide strategic direction and leadership 113 • Develop HSSE policies and plans • Review global HSSE performance and set targets • Decide and approve HSSE Members of the Carlos Garcia Christophe Dantcikian⁴ Rodrigo Zavala⁴ Composition of committee initiatives, campaigns committee Operations and HSEC Manager, Global Head of Retail Head of West and Global changed in line with new • Recommend to the Americas Commercial Centre operational structure with Executive Committee Daniel Duffau Chair: Antonio Mawad¹ ³ of Excellence effect from 1 October 2020. on reporting Global Head of HSE Stylianos Tzaferis Group Security Consultant Operations Manager, Asia-Pacific Jonathan Pegler⁴ Notes • Advise the business on and Operations Deborah Binks-Moore⁴ ¹ Chair until 1 October 2020 Future Energies, Infrastructure, specific sustainability/ESG Jose A. Alfaro³ Chief Customer Experience ² Chair from 1 October 2020 Chair: Ivan Govender² Global Bitumen ³ Committee member until 1 October 2020 matters Global Head of HSSE and Retail Manager, Americas and Communications Officer ⁴ Committee member from 1 October 2020 Roy Brooke⁴ GLADE Operations Ciro Izarra Eghosa Oriaikhi Mabhena⁴ Africa & UK infrastructure The Committee meets at least Aviation Operations Manager Head of Global Lubricants, Michael Schulz Regional Operations Manager four times a year. Aviation and Downstream Chief People & Culture Officer Priit End East Region Operations Controller Charlotte Dauphin³ Erick Cabrera⁴ Corporate Affairs, Marketing Philippe Roux³ West Downstream and Sustainability Director Global Head of Transport Operations Manager

PUMA ENERGY ANNUAL REPORT 2020 HEALTH, SAFETY, SECURITY, ENVIRONMENT COMMITTEE

During the year, the .nvironmental data Puma Energy Environmental • Reduce costs of negative Committee’s membership At Puma Energy, we manage Management System (PEMS) environmental impacts COVID-19 response and roles and responsibilities our business to ensure that we The Puma Environmental through continual changed better to align comply with our environmental Management System (PEMS) improvements attained The health and safety of Puma Energy people, customers and with Puma Energy’s new obligations, maintain our social is a framework that helps us through the ISO 14001 communities has been of paramount importance during the organisational structure, licence to operate and position achieve our environmental EMS Framework pandemic. In the initial months this was led by the business continuity plan team (BCP). the strategy and continued ourselves for a sustainable future� goals through consistently • Where appropriate, gain focus on the highest reviewing, evaluating, and In recognition of the very real ISO 14001 certification safety performance. improving our environmental risks that climate change performance in areas of our Key documentation is The HSSE Committee met presents to humanity, the business where we do not complete, and training has been four times in 2020. Committee implemented already conform to ISO 14001 completed in most countries� detailed greenhouse gas (GHG) 114 The main activities standards. Through PEMS we Environmental audits have data collection for each country through the year follow a rigorous, risk-based commenced in some segments – applying similar principles to Through the year the approach in managing of our business� calculate Scope 1 and Scope 2 Committee undertook a environmental risks. quarterly GHG emissions� Data ESG number of key activities. These was also collected for Scope 3 The PEMS project continued In keeping with our included defining Puma Energy emissions� Analysing the data through the year. The purpose commitment as a responsible HSSE yearly goals; reviewing collected, we will develop KPIs is to: company, the Group adopted a and approving new guidelines and measures for the effective new environmental, social and on Puma Energy HSSE policies; • Increase compliance with mitigation of our GHG governance (ESG) framework following up with each region environmental legislation emissions� For details of our to help drive investment and on their implementation of • Reduce negative environmental GHG emissions, please see decision-making� These these policies; reviewing Group impact by controlling page 79� important non-financial metrics and regional HSSE metrics, environmental aspects reaffirm our commitment to performance KPIs and results; • Increase the competitiveness positive social impact in all reviewing major incidents of Puma Energy aspects of our business� A copy investigation reports; defining • Leverage better environmental of the policy can be found improvements and action plans management of processes, on the corporate website and based on lessons learned from activities and functions further details are provided these incidents, and planning on page 37� and reviewing HSSE campaigns.

PUMA ENERGY ANNUAL REPORT 2020 HEALTH, SAFETY, SECURITY, ENVIRONMENT COMMITTEE

Safety performance Security PEMS training in the remaining Our holistic approach to Vision Zero The Committee uses data We are acutely aware that the countries will also be completed. analysis and insights to prioritise very nature of our business Once training is complete, the efforts to improve HSSE exposes us to certain security PEMS implementation phase will performance, both through risks. We have taken reasonable start, beginning with Puma technology and culture change. measures to ensure that our Energy terminals followed by Through 2020, the Committee employees, customers, the Retail business. noted improvement in a number stakeholders and our assets are Vision Zero continues to be Culture of metrics across the Group. not exposed to such threats. Shift developed and embedded We continuously review our Key safety-focused matters across Puma Energy, to drive security protocols and through the year included: culture change and a further implement strategies to mitigate Benchmarks, • Improving our reporting step in improving performance. 115 against security breaches. standards, Leading practices, systems and continuous Indicators analysis tools following Future focus improvement a comprehensive review of The Committee plans to meet peer companies and best in monthly as part of the Group’s End state class approaches. continued focus on further ZERO • Implementing the Woocar improving and embedding HARM driving safety app to improve HSSE excellence throughout driver security and safety. Puma Energy. • Reviewing all our safety More detailed metrics will be Continuous Behavioural campaigns to strengthen and developed to analyse safety monitoring Based embed our safety culture in performance across the and reporting Safety line with our commitment to business, particularly in the retail Vision Zero – making each business and for contractors. Policy & day free of incidents, where regulatory our people, customers and requirements contractors go home safely to their families and communities energised by our safety culture.

PUMA ENERGY ANNUAL REPORT 2020 REPORT OF THE REMUNERATION COMMITTEE We set and review remuneration for Puma Main activities companies across a range 2020 was an exceptional and Key responsibilities The Remuneration Committee of company types and target unprecedented year, requiring Energy’s Executive Committee and other • Setting the reward (RemCo) met four times sectors to create better an agile and accelerated shift senior personnel to support the ongoing architecture for Puma during 2020 in March, June, alignment with the strategy of focus and prioritisation in Energy’s remuneration October and December, and plan in 2021 and beyond. response to the COVID-19 growth and success of the Group. and had an extraordinary pandemic. This resulted in and reward policies The committee redesigned meeting in August to review major work on New Ways of the governance framework • Advising the Board on the remuneration impact of Working, with a White Paper for current and future Sign-on the annual and long-term restructuring Puma Energy’s setting out three pillars: People, Awards, from an existing remuneration and reward Executive Committee (ExCom). Productivity and Platform, Restricted Share Plan into a structure for the to support our employee The main agenda for 2020 was two-year cash restricted award Executive Committee value proposition to existing to align shareholder and and carried out a full buyout of and new talent. 116 • Supporting the imperative management’s short and long- Puma Energy’s existing employee to attract, retain, motivate term interests and goals linked to shareholders within the Employee Incentive Plan 2020 and reward great talent in the company strategy, business Restricted Stock Plan. Based on the Company’s a competitive environment plan and goals. In addition, it performance in 2019, the total The RemCo started 2020 with was to enable Puma Energy to 2019 STIP pool was paid on a focus on the STIP pay-out compete more effectively for top target vs budget. The STIP 2019 based on the 2019 results. talent from a range of different awards were paid in March Members of the Plus Puma Energy invitees: This was followed by a review industries such as the broader 2020 to eligible employees. of the ExCom’s remuneration remuneration René Médori energy sector, retail and architecture, to align to The Company was also able to committee (“RemCo”) Non-Executive Chairman consumer goods. defined market practice and award long-term incentive cash Chair: Pierre Lorinet Emma FitzGerald During the year, the RemCo shareholder, executive and awards to 72 senior leadership Director, Trafigura Chief Executive Officer covered a number of strategic senior management goals, team members. and operational topics with objectives and targets Mike Wainwright Michael Schulz Personal goals are cascaded recommendations endorsed regarding in-year and long- Director, Trafigura Chief People & Culture Officer from CEO to ExCom members by the Board: term incentive strategies. The and further into the organisation Filomena Maria Gamboa Nicolas Egger momentum was built further Reviewing key elements of the to create a close line of sight Carvalho dos Santos e Oliveira Global Head of Rewards with the arrival of Puma compensation framework for between the Company targets Executive Board Member, (Secretary) Energy’s newly appointed the ExCom and senior and personal targets, to support Sonangol Hidrocarbonetos Chairman of the Board as well The committee meets at least management, including delivery on these. Internacional as the Chief People & Culture four times a year, which was reviewing and benchmarking Officer in March 2020. the case in 2020. pay practices with other

PUMA ENERGY ANNUAL REPORT 2020 REPORT OF THE REMUNERATION COMMITTEE

Employee shareholder Executives were converted Restructuring the ExCom Future focus share buy backs to cash with a vesting period The restructuring of the The Company is now As a result of a number of reduced from three years to Company into the new operating embarking on a Gender Pay In 2020, the Remuneration internal and external factors two years, taking into account model to support and execute Index in accordance with Swiss Committee continued to including a change in the the nature of other long-term its business strategy came regulations in 2021. In 2021, Company valuation method incentive and value creation into effect in October 2020. this study will be extended to focus on aligning the with a corresponding impact plans. This policy came into This resulted in a restructuring of capture the different countries compensation of Puma on share price, the RemCo effect from January 2021. the ExCom team from 12 to eight Puma Energy operates in, as decided in December 2020 members. For the remaining part of the Group’s long-term Energy’s senior leadership This affected 14 employees in to undertake a full buyback eight members no amendments ESG commitments. It will also 2020, with new Sign-On cash to the strategy, goals and of employee shareholdings, were made to base pay but place more emphasis on awards to be delivered-on or and replace them with deferred variable compensation was reviewing Puma Energy’s performance of the business. after 1 January 2021. 117 cash pay-outs linked to the reviewed in light of the ExCom position and potential Through the year, there was share-vesting period of Recognition at Puma Energy compensation benchmarking adjustment in relation to its each grant/tranche. The Company has put exercise, gearing and aligning Colleague Value Proposition a particular emphasis by its significant effort into variable pay towards the new (CVP). This will include many As Puma Energy is a privately shareholders and Board on recognition programmes for all goals set out by the Board. elements as part of competitive held company, the RemCo colleagues worldwide, notably remuneration and overall in its supporting Puma Energy’s decided that a cash long-term ExCom compensation the Puma Energy Awards, priority markets. incentive would be more industry benchmark ongoing transformation and Making A Great Individual appropriate given the turnaround In August 2020, in partnership Contribution (MAGIC) and the related imperative to and transition Puma Energy is with Hay/Korn Ferry, the Global Going the Extra Mile (GEM). currently undergoing. Rewards team conducted a retain and attract the very Particularly through March to full review of the overall total Sign-On Awards July 2020 at the height of the best talent. compensation of each of the Sign-On Awards granted in past pandemic, this kept the Puma Pierre Lorinet, ExCom members. years under the Puma Energy Energy spirit alive and helped Chair of the Remuneration Committee Restricted Stock Plan to newly to bring everyone in the joining ExCom and Senior Company closer together.

PUMA ENERGY ANNUAL REPORT 2020