Kistos Holdings Plc · LSE:KIST
Kistos — Debt Investor Presentation (April 2026)
74 slides from Kistos's debt investor presentation, Apr 22, 2026
Slide 1: Credit Investor presentation
Credit Investor presentation USD 300m Senior Secured bond issue 22 April 2026 1
Slide 2: Disclaimer and important information (1/2)
Disclaimer and important information (1/2) THIS DOCUMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, ITS TERRITORIES OR POSSESSIONS, JAPAN, AUSTRALIA, CANADA, OR TO ANY RESIDENT THEREOF, OR ANY JURISDI
Slide 3: Disclaimer and important information (2/2)
Disclaimer and important information (2/2) THIS PRESENTATION HAS NOT BEEN REVIEWED BY OR REGISTERED WITH ANY PUBLIC AUTHORITY, STOCK EXCHANGE OR REGULATED MARKET, IS NOT A KEY INFORMATION DOCUMENT ("KID") UNDER THE REGULATION (EU) 1286/2014 (THE "PRIIPS REGULATION") AND DOES NOT CONSTITUTE APROSPECT
Slide 4: Summary of Risk Factors (1/3)
Summary of Risk Factors (1/3) An investment in the Bonds involves inherent risks. The risk factors below are a summary of the risk factors included in this Presentation and no investor should make any investment decision without having reviewed and understood the risk factors included herein. Should
Slide 5: Summary of Risk Factors (2/3)
Summary of Risk Factors (2/3) LEGAL, POLITICAL AND REGULATORY RISKS • Retrospective taxation or material changes to tax regimes may render currently economic projects unviable, forcing earlier cessation of production. • Uncertainty relating to Dutch Solidarity Contribution Tax may lead to material f
Slide 6: Summary of Risk Factors (3/3)
Summary of Risk Factors (3/3) RISKS RELATED TO THE BONDS • Enforcement of transaction security may be insufficient to cover the Bonds, and certain securities may not be created or enforceable. • Enforcement of the mortgage over Norwegian petroleum licenses could be legally challenged. • Enforcing ju
Slide 7: Issuer characteristics
Issuer characteristics Issuer characteristics Confirmatory work conducted in connection with the bond issue Business overview: • The Issuer has signed a Declaration of Completeness and concluded a bring down due diligence call, confirming to the Managers that, inter alia, the marketing materials in
Slide 8: Agenda
Agenda 1. Transaction Overview 2. Introduction to Kistos 3. Financial overview 4. Asset Portfolio 5. Supporting Materials 6. Risk Factors 8
Slide 9: Transaction Overview
& KISTOS Transaction Overview
Slide 10: Transaction summary
1 Transaction summary 2 3 4 5 6 Transaction summary Highlights Simplified pro forma corporate structure • Kistos, an independent, UK-based, E&P company focused on creating value in the USD 300m senior Kistos Holdings Plc energy sector, is contemplating issuing a Senior Secured Bond of USD 300m with
Slide 11: Summary of bond terms
1 Transaction summary 2 3 4 5 6 Summary of bond terms Issuer: Kistos Holdings PLC Guarantors: Each group company Status: Senior Secured Amount: USD [300] million Framework: USD [400] million Amortization: None, bullet at maturity Tenor: 4 years Interest Rate: [●]%, payable semi-annually in arrears C
Slide 12: Key credit highlights
Key credit highlights 1 Proven track record of • Since establishment in 2020, the Company completed 5 successful acquisitions and has built a solid, diversified portfolio across Europe and onshore Oman creating value in the energy • Through a disciplined and agile investment approach, Kistos has man
Slide 13: Today's presenters
Today’s presenters Andrew Austin Peter Mann James Thomson Executive Chairman Chief Executive Officer Chief Financial Officer 13
Slide 14: Introduction to Kistos
& KISTOS Introduction to Kistos
Slide 15: Strong value creation achieved from asset acquisitions
1 2 Introduction to Kistos 3 4 5 6 Strong value creation achieved from asset acquisitions The Kistos value proposition Key strategic priorities for 2026 Deliver operational performance Repeatable track record of value creation ✓ Deliver guidance of 19-21 kboepd Disciplined investment approach isolat
Slide 16: Kistos at a glance
1 2 Introduction to Kistos 3 4 5 6 Kistos at a glance Independent UK-based energy company with a successful track record of value creation Company snapshot Asset location Key group metrics 2020 London, UK Established Headquarters UK: ~19-21 USD ~330m Greater Laggan Cumulative CFADS kboepd Area ("GLA
Slide 17: Clear visibility on future production and cash flow generation
1 2 Introduction to Kistos 3 4 5 6 Clear visibility on future production and cash flow generation Proven ability to execute on strategic objectives to be continued in the Balder Area and Oman Historical and future production, Reserves and Resources1) Average production to exceed 18kboepd net to Kis
Slide 18: Stable operating base with significant low-risk upside
1 2 Introduction to Kistos 3 4 5 6 Stable operating base with significant low-risk upside Upcoming triggers align with M&A compounding strategy Core producing assets Norway Oman United Kingdom Netherlands Asset Balder Blocks 3&4 Block 91) GLA Hill Top & Hole House Q10-A Description ✓ Core production
Slide 19: The Balder Area is a strategic asset for Vår Energi
1 2 Introduction to Kistos 3 4 5 6 The Balder Area is a strategic asset for Vår Energi Stable production with significant upside potential from the 8th largest oil field offshore Norway1) Commentary Capex program to yield stable production3) Asset highlights (Gross) 2P Capex (USDm) 2P production (kb
Slide 20: Balder JV - developing high margin barrels fast
1 2 Introduction to Kistos 3 4 5 6 Balder JV - developing high margin barrels fast Advancing the next wave of resource growth Ghost Ringhorne Øst Advanced Balder development Net Resource base1) A King area development A Balder phase VI – sanctioned and King/ Prince Balder Phase V & VI (Production an
Slide 21: Oman acquisition complements the portfolio
1 2 Introduction to Kistos 3 4 5 6 Oman acquisition complements the portfolio The Omani assets offer low-cost, liquids-weighted production and resilient cash flows – Outside Hormuz Commentary Conservative 2P Capex profile enables low-cost production1) Portfolio highlights (Gross) Block 9 Capex (USDm
Slide 22: Omani acquisition provides stable cash flow generation
1 2 Introduction to Kistos 3 4 5 6 Omani acquisition provides stable cash flow generation Significant upside opportunity exists through commercial and technical disciplines Working interests Continued stable cash flow generation Seasoned, cash-generative producing assets under stable EPSAs Block 9 •
Slide 23: Additional assets underpin the value of the security package
1 2 Introduction to Kistos 3 4 5 6 Additional assets underpin the value of the security package Producing gas fields and gas storage facility yielding diversified revenue streams Greater Laggan Area (“GLA”) Hill Top and Hole House gas storage Q10-A • Proven, infrastructure-led gas hub with establish
Slide 24: Financial Overview
& KISTOS Financial Overview
Slide 25: Robust and attractive financial metrics
1 2 3 Financial overview 4 5 6 Robust and attractive financial metrics Strong production, strong cash generation Strong cash Significant Competitive generation production levels opex per barrel USD ~330m/362m1) ~19-21 kboepd USD ~17 Cumulative CFADS Avg. net production level OPEX/BOE2) (2026e-2030e)
Slide 26: Ensuring prudent financial profile through growth phase
1 2 3 Financial overview 4 5 6 Ensuring prudent financial profile through growth phase Revenue and EBITDA Book value of assets6) USD millions USD millions 902 933 Revenue EBITDA¹ 820 440 432 657 ~300 223 383 216 176 130 96 77 94 45 FY2021 FY2022 FY2023 FY2024 1H 2025⁴ 1Q 2026³ FY2021 FY2022 FY2023 F
Slide 27: Projected cash flow shows a strong cash build-up
1 2 3 Financial overview 4 5 6 Projected cash flow shows a strong cash build-up Beneficial market conditions and strong operational metrics to drive significant cash accumulation Cash Flow Available for Debt Service (“CFADS”)1) Estimated unrestricted cash balance2) 65-75 USD/bbl (2P case) 65-75 USD/
Slide 28: Material headroom on cost to crude forward curve
1 2 3 Financial overview 4 5 6 Material headroom on cost to crude forward curve Unit economics on Kistos’ operations in the North Sea and Oman North Sea1) unit economics2) Crude forward flattening above USD 70 / bbl towards 2029 USD / boe USD / bbl Brent crude forward Oman crude forward 100 54 41 14
Slide 29: Material residual coverage from asset portfolio
1 2 3 Financial overview 4 5 6 Material residual coverage from asset portfolio Expected capex will enhance coverage over the contemplated bond amount at maturity Illustrative residual value coverage at maturity Commentary Reserves and Resources (mmboe) Production Estimate (mmboe) Values (USDm) • The
Slide 30: Credit highlights summary
Credit highlights summary Diversified and Strong financial Proven track record integrated portfolio Robust cash flow and Highly experienced resilience and of value creation of low-risk, high financial position management team conservative strategy quality assets Through 5 successful Portfolio of str
Slide 31: Asset Portfolio
& KISTOS Asset Portfolio
Slide 32: Kistos holds a diversified portfolio across core jurisdictions
1 2 3 4 Asset portfolio 5 6 Kistos holds a diversified portfolio across core jurisdictions A scaled, infrastructure-backed production platform with resilient cash flow and long reserves life The Kistos portfolio Net Reserves and Resources split per asset Key figures • The portfolio provides a balanc
Slide 33: Balder Area | Norway
1 2 3 4 Asset portfolio 5 6 Balder Area | Norway Converting Resources into Reserves Producing hub with continued development Key 4y boe figures Net Reserves and Resources Balder Area – Norway (Overview) • The Balder Area comprises the Balder and Ringhorne fields in the Central USD ~14 5% North Sea,
Slide 34: Blocks 3 & 4 and 9 | Oman
1 2 3 4 Asset portfolio 5 6 Blocks 3 & 4 and 9 | Oman Established producing hubs with exploration upside Blocks 3 & 4 and 9 in Oman Key 4y boe figures Net reserves and resources Strong production base under stable PSC terms • Both assets operate under long-established Omani PSC frameworks 2% with pr
Slide 35: Key other assets | Greater Laggan Area and NL1 & NL2
1 2 3 4 Asset portfolio 5 6 Key other assets | Greater Laggan Area and NL1 & NL2 Infrastructure-connected producing assets with limited execution risk Key 4y boe figures UK & Netherlands – Infrastructure-led gas platform (UK & NL combined) Net reserves UK and the Netherlands • Core North Sea portfol
Slide 36: Hill Top and Hole House | United Kingdom
1 2 3 4 Asset portfolio 5 6 Hill Top and Hole House | United Kingdom Increasing working capacity at Hole House Hill Top & Hole House – Strategic UK gas storage Key information Business model • Hill Top and Hole House are two of the very few operational gas storage • Operating Margins Contract: Fixed
Slide 37: Supporting Materials
Supporting Materials 37
Slide 38: The Kistos team
1 2 3 4 5 6 Supporting materials The Kistos team Experienced management team with a successful track record of delivering growth and returns Executive management team Andrew Austin Peter Mann James Thomson Executive Chairman Chief Executive Officer Chief Financial Officer Andrew founded Kistos in No
Slide 39: RockRose case study | Cash flow recycling
1 2 3 4 5 6 Supporting materials RockRose case study | Cash flow recycling A counter-cyclical North Sea consolidation story – GBP 13m raised, GBP 298m returned Highlights Timeline Playbook • Counter-cyclical transaction bought at trough and sold at GBP 13m Jan 2016 London AIM IPO 64% premium during
Slide 40: Historical presence as an active player in the Nordic bond market
1 2 3 4 5 6 Supporting materials Historical presence as an active player in the Nordic bond market The contemplated bond will be the fifth Nordic bond issue for Kistos1) Issuances in the Nordic bond market2) Flawless track record in the Nordic bond market MIME01PRO KINL01/02 KENO01 PRO KENO02 PRO Ne
Slide 41: Oman – A well established oil producing jurisdiction
1 2 3 4 5 6 Supporting materials Oman – A well established oil producing jurisdiction Unaffected by the ongoing geopolitical tension ∼4,200 mmboe Strait of Hormuz Liquids Reserves Introduction to Oman as an oil nation • Oil & gas revenues constitute ~40% of GDP and ~75% of government revenues 29 UAE
Slide 42: Access to critical infrastructure to support growth
1 2 3 4 5 6 Supporting materials Access to critical infrastructure to support growth The Jotun FPSO, the Shetland Gas Plant and the Jalal Processing Plant are viewed as critical infrastructure Jotun FPSO Shetland Gas Plant Jalal Processing Plant Counterparty • Large, IG capitalized Norwegian contine
Slide 43: Stable and Positive Working Capital
1 2 3 4 5 6 Supporting materials Stable and Positive Working Capital Overview of historical development of current accounts Working capital as of year end USD millions 89 65 227 74 Current tax receivables 158 Cash and cash equivalents 215 143 103 111 Trade and other receivables 83 99 104 Inventories
Slide 44: Overview of existing debt facilities and material agreements
1 2 3 4 5 6 Supporting materials Overview of existing debt facilities and material agreements Offtaker credit facility Gas storage prepay facility • The Lender (Offtaker) has provided a senior redrawable US dollar term • Kistos Energy Storage makes gas storage capacity available at its plants, loan
Slide 45: Historical Income Statements
1 2 3 4 5 6 Supporting materials Historical Income Statements Figures in USD’0004) 20211 2022 20232 2024 1H 20253 Revenue 95,938 440,482 223,032 216,319 87,903 Other operating income / (expense) 65 12 (203) 5,193 1,263 Cost of sales / Production costs (6,575) (24,541) (78,422) (104,562) (55,301) Gro
Slide 46: Historical Balance Sheet
1 2 3 4 5 6 Supporting materials Historical Balance Sheet Figures in USD'000 20214) 20221),3) 20231 2024 1H 20252) Figures in USD'000 20214) 20221),3) 20231) 2024 1H 20252) Non-current assets Equity Goodwill 0 11,642 54,239 49,215 55,393 Share capital and share premium 111,116 9,979 9,979 9,979 9,97
Slide 47: Historical Cash Flow Statements (1/2)
1 2 3 4 5 6 Supporting materials Historical Cash Flow Statements (1/2) Figures in USD’0004) 20213) 2022 20231) 2024 1H 20252) Cash flows from operating activities: Profit / (loss) for the period after tax (42,930) 27,788 (26,593) (51,999) (12,337) Tax charge / (credit) (36,124) 244,219 (21,804) (43,
Slide 48: Historical Cash Flow Statements (2/2)
1 2 3 4 5 6 Supporting materials Historical Cash Flow Statements (2/2) Figures in USD’0004) 20213) 2022 20231) 2024 1H 20252) Cash flows from investing activities: Payments to acquire tangible and intangible fixed assets (21,362) (20,823) (129,067) (143,814) (69,819) Acquisition of businesses (107,7
Slide 49: Oman fiscal regime
1 2 3 4 5 6 Supporting materials Oman fiscal regime Each Block has its own Exploration and Production Sharing Agreement Fiscal structure across the Oman portfolio • Both Block 9 and Blocks 3 & 4 operate under separate Exploration and Production Sharing Agreements (EPSAs) with the Government of the S
Slide 50: Introduction to the Norwegian petroleum tax system
1 2 3 4 5 6 Supporting materials Introduction to the Norwegian petroleum tax system 78% total cost recovery on investments with majority recouped in year of investment Summary of the Norwegian petroleum tax system Cost recovery illustration General principles SPT depreciation CT depreciaition • NCS
Slide 51: Key modelling assumptions
1 2 3 4 5 6 Supporting materials Key modelling assumptions Input Value Oil price deck USD 70/ flat Gas price deck USD 11/ mmbtu Inflation No inflation adjustment for costs and price decks Modelled scenario 2P Reserve case (49mmboe) + Glendronach (3.3mmboe) GBP to USD 1.34 Management base case Modell
Slide 52: Summary of the acquisition in Oman
1 2 3 4 5 6 Supporting materials Summary of the acquisition in Oman On 9 December 2025 Kistos Energy Middle East Limited (a wholly owned Kistos Group subsidiary) entered into an agreement with Mitsui E&P Middle East B.V.(”Mitsui”), to acquire a 5% working interest in Block 9 and a 20% working intere
Slide 53: Joint operating agreements (1/2)
1 2 3 4 5 6 Supporting materials Joint operating agreements (1/2) GLA & Q10-A Greater Laggan Area (UK) Q10-A field (The Netherlands) GLA JOA Q10 Joint Operating Agreement • Date: 22 December 2014 (as amended and novated) • Parties: Kistos NL2 B.V. and other Q10 licence participants • Parties: TotalE
Slide 54: Joint operating agreements (2/2)
1 2 3 4 5 6 Supporting materials Joint operating agreements (2/2) Balder Balder / Ringhorne Fields (Norway) Norwegian JOA (Balder/Ringhorne) Balder Crude Oil Blend Lifting Agreement • Date: Standard Norwegian JOA (as amended) • Date: 30 October 2019 (as amended) • Parties: Vår Energi ASA (90%, Opera
Slide 55: Material agreements | Oman Block 9
1 2 3 4 5 6 Supporting materials Material agreements | Oman Block 9 Agreement Date Parties Key terms Term Governing law Status The Government grants the Contractor the right to undertake Petroleum Operations within the Block 9 The Government of the Sultanate of Oman, Contract Area (Suneinah) on the
Slide 56: Material agreements | Oman Blocks 3 & 4 (Afar / Ghunaim)
1 2 3 4 5 6 Supporting materials Material agreements | Oman Blocks 3 & 4 (Afar / Ghunaim) Agreement Date Parties Key terms Governing law Status The EPSA grants the Contractor the right to explore, develop and produce petroleum in the onshore areas The Government of the Sultanate of Oman, and 9 Febr
Slide 57: Other material contracts
1 2 3 4 5 6 Supporting materials Other material contracts Kistos Agreement Date Parties Key terms Governing law Status entity The Lender provides a senior redrawable US Dollar term loan of up to US$30,000,000 for general corporate purposes of the Group (excluding dividends or distributions). Intere
Slide 58: Risk Factors
Risk Factors 58
Slide 59: Risk Factors (1/15)
1 2 3 4 5 Risk factors 6 Risk Factors (1/15) Investing in the Bonds involves inherent risks. Prospective investors should carefully consider, among other things, the risk factors set out below before making an investment decision. This section is not intended to be exhaustive – additional risks and
Slide 60: Risk Factors (2/15)
1 2 3 4 5 Risk factors 6 Risk Factors (2/15) The Group's operations depend on maintaining, renewing, and complying with licences and approvals across multiple jurisdictions. Any delay in obtaining or renewing any license may result in a delay in investment or development of a resource and may have a
Slide 61: Risk Factors (3/15)
1 2 3 4 5 Risk factors 6 Risk Factors (3/15) Decision-making in joint ventures is subject to voting rules, and the Group may not be able to procure the adoption of resolutions that it believes are in its best interests, for example the approval of development of discoveries the Group believes are co
Slide 62: Risk Factors (4/15)
1 2 3 4 5 Risk factors 6 Risk Factors (4/15) In many jurisdictions, including Norway and the UK, each E&P license partner is jointly and severally liable with the other E&P license partners for the decommissioning obligations under the E&P licenses. To the extent one or more partners default on thei
Slide 63: Risk Factors (5/15)
1 2 3 4 5 Risk factors 6 Risk Factors (5/15) Foreign currency risk The Group operates across multiple jurisdictions and currencies. Revenue and bond debt are denominated in USD, whereas operating costs, tax receivables and the majority of capital expenditure in Norway are denominated in NOK. UK acti
Slide 64: Risk Factors (6/15)
1 2 3 4 5 Risk factors 6 Risk Factors (6/15) HSSE laws and regulations may expose the Group to significant liabilities The Group's operations are subject to health, safety, security and environment ("HSSE") rules established internationally, regionally and nationally. HSSE laws and regulations typic
Slide 65: Risk Factors (7/15)
1 2 3 4 5 Risk factors 6 Risk Factors (7/15) Accordingly, the Group made a provision of USD 49 million in 2024 relating to the Solidarity Contribution Tax within the current tax charge for the prior period. This is the single most likely amount of the charge if it becomes payable. The Group filed it
Slide 66: Risk Factors (8/15)
1 2 3 4 5 Risk factors 6 Risk Factors (8/15) Oman is a civil law jurisdiction. Court judges enjoy greater freedom to interpret agreements in ways which, in their opinion, correctly reflect the intention of the parties if the terms of the relevant agreement are ambiguous. There is no established syst
Slide 67: Risk Factors (9/15)
1 2 3 4 5 Risk factors 6 Risk Factors (9/15) The Group may be exposed to financial loss if counterparties to contracts fail to meet their obligations. This includes counterparties under hydrocarbon sale agreements, operators and co-venturers under joint operating agreements, and financial institutio
Slide 68: Risk Factors (10/15)
1 2 3 4 5 Risk factors 6 Risk Factors (10/15) RISKS RELATED TO THE BONDS Risks related to the value and enforceability of the security There is a risk that the value of collateral may be insufficient to cover outstanding Bonds, due to the value of the transaction security being insufficient. There i
Slide 69: Risk Factors (11/15)
1 2 3 4 5 Risk factors 6 Risk Factors (11/15) Risks related to the enforcement of foreign judgements Enforcing a Norwegian judgment in the Netherlands is relatively straightforward, generally governed by the Lugano Convention 2007, which provides a structured pathway for recognition and enforcement.
Slide 70: Risk Factors (12/15)
1 2 3 4 5 Risk factors 6 Risk Factors (12/15) Financial covenants in any future debt facilities of the Group could impose financial and other restrictions The Bonds will, and the Group's potential future loan facilities might, impose, operating and financial restrictions on the Group. These restrict
Slide 71: Risk Factors (13/15)
1 2 3 4 5 Risk factors 6 Risk Factors (13/15) Enforcement of Transaction Security over shares may be practically limited by change of control provisions The Transaction Security includes pledges over the shares in Group Companies, including companies engaged in petroleum activities on the NCS, in Om
Slide 72: Risk Factors (14/15)
1 2 3 4 5 Risk factors 6 Risk Factors (14/15) The jurisdictions in which the Group operates have legal rules that, in the event of insolvency, financial distress, default under key E&P agreements or non-compliance with licence obligations, may cause E&P rights to lapse, be suspended or trigger pre-e
Slide 73: Risk Factors (15/15)
1 2 3 4 5 Risk factors 6 Risk Factors (15/15) The jurisdictions in which the Group operates have legal rules that, in the event of insolvency, financial distress, default under key E&P agreements or non-compliance with licence obligations, may cause E&P rights to lapse, be suspended or trigger pre-e
Slide 74: KISTOS
KISTOS ok
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