A. Reserved B. Capitalization and indebtedness Not applicable. C. Reasons for the offer and use of proceeds Not applicable. D. Risk factors Our business, financial condition and results of operations could be materially and adversely affected if any of the risks described below occur. As a result, the market price of our common shares could decline, and you could lose all or part of your investment. This annual report also contains forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements.” The risks below are not the only ones facing our Company. Additional risks not currently known to us or that we currently deem immaterial may also adversely affect us. The following risk factors have been grouped as follows: a) Risks relating to our business; ​ b) Risks relating to the countries in which we operate; and ​ c) Risks relating to our common shares. 1 Table of Contents Summary of Key Risks Our business is subject to numerous risks and uncertainties, discussed in more detail below. These risks include, among others, the following key risks: ● Risks relating to our business Our results are highly sensitive to crude oil and natural gas price volatility. A substantial or extended decline in prices, wider differentials, or higher transportation costs could materially and adversely affect our business, financial condition and results of operations and may require changes to our corporate strategy. Our ability to sustain production depends on replacing reserves and successfully identifying and developing commercial prospects, and our reserve estimates rely on assumptions that may prove inaccurate. Drilling and development activities are subject to subsurface uncertainty and execution risks, including well under‑performance, cost overruns and delays, and we face competition for capital, acreage, services and talent as well as potential shortages or late delivery of key inputs and constraints in third‑party infrastructure (including pipelines, trucking and ports), which may limit volumes and increase costs. Our business is capital‑intensive and depends on continued access to funding. Adverse market conditions, higher interest rates, foreign‑exchange fluctuations, indebtedness and covenant limitations could restrict our ability to finance capital programs on acceptable terms. Insurance may not cover all operating hazards. The present value of future net revenues from proved reserves (including SEC price‑based measures) may differ materially from the current market value of those reserves. We are subject to obligations under E&P contracts, exploration permits, exploitation concessions and concession agreements (including minimum work, reporting and discovery declarations) to retain our interests; failure to comply may result in penalties or the loss or early termination of rights in undeveloped areas, and some rights are subject to expiration or early termination based on operating conditions. We may not control budgets, timing, costs or production rates in non‑operated or non‑wholly owned assets. Our strategy includes acquisitions, strategic investments, partnerships and alliances; completed acquisitions may be difficult to integrate and may divert management attention, dilute stockholder value or lead to impairments, and future or pending transactions may be delayed, re‑priced, fail to close or otherwise not deliver expected benefits. We also derive a significant portion of revenues from a few key customers, exposing us to counterparty and credit risks, and U.S. trade tariffs or supply‑chain constraints could adversely affect costs and market access. Our operations entail environmental, social, health and safety obligations that may result in material liabilities and costs and are exposed to operating hazards, including accidents, spills, public‑order events and extreme weather. Transition and physical risks (including investor sentiment, access to financing, restrictions affecting unconventional activity, carbon and greenhouse-gas (“GHG”) rules, demand shifts, floods, droughts and heat) could increase costs or limit activity. Legislation and regulatory initiatives relating to hydraulic fracturing and other unconventional drilling may increase future costs, cause delays or impede plans. We depend on key management and technical personnel, our IT/OT systems may face cybersecurity threats and disruptions, endemic or pandemic diseases may disrupt workforce availability, logistics and demand, and land access and community relations (including negotiations with indigenous communities and sensitive biodiversity areas, including certain Putumayo blocks) may cause delays, incremental costs and reputational risks. ● Risks relating to the countries in which we operate We operate in Colombia, Argentina and Brazil, where regulatory frameworks continue to evolve. Changes in fiscal regimes, royalties, windfall taxes, price controls, export restrictions, local‑content rules, environmental standards and permitting processes can adversely affect project economics and timelines. Policy shifts, social unrest and judicial challenges may result in delays, sanctions or new operating restrictions. In certain areas, particularly in Colombia, security risks (including the presence of illegal armed groups and vandalism or sabotage of energy infrastructure) could disrupt operations and increase costs. Macroeconomic conditions, inflation and exchange‑rate volatility—especially currency controls and import/payment restrictions in Argentina—can affect procurement, debt service, distribution of cash and the repatriation of dividends. Expropriation or nationalization, contract reviews, or changes to concession terms, while infrequent, remain potential risks, and heightened scrutiny of unconventional resources and hydraulic fracturing could further restrict or delay activities depending on local policy developments. 2 Table of Contents ● Risks relating to our common shares Our share price may be volatile due to commodity price movements, operating updates, reserve revisions, capital allocation decisions, macroeconomic conditions, changes in the composition of our shareholder base and investor sentiment toward the energy sector. Future equity offerings, equity-linked instruments or compensation programs could dilute existing shareholders, and limited analyst coverage or market liquidity may amplify price movements. Dividends and other capital returns are discretionary and depend on our financial performance, legal restrictions and board decisions; we may reduce or suspend dividends at any time. Changes in the composition of our shareholder base, including the entry of new shareholders with significant stakes in the Company, as well as potential actions taken by third parties (or by a shareholder), including unsolicited acquisition proposals or attempts to acquire control, may affect our corporate governance or strategic direction and could affect trading price of our common shares or lead to disputes or litigation. In June 2025, our board adopted a limited-duration shareholder rights plan intended to protect long-term shareholder value in the face of rapid stock accumulation by a single investor; some market participants may view such measures negatively. Additionally, foreign exchange controls and other country restrictions may limit our ability to repatriate cash or make payments to shareholders in certain circumstances. Detailed Risk Factors Risks relating to our business Volatility or sustained declines in oil and natural gas prices could materially adversely affect our business, financial condition, results of operations and corporate strategy. Our revenues, cash flows, profitability, liquidity, access to capital and growth prospects are highly dependent on the prices we receive for our oil and natural gas production. Commodity prices have historically been volatile and are expected to remain subject to significant fluctuations driven by factors largely beyond our control, including: global and regional economic conditions and supply‑demand balances, OPEC and non-OPEC producers (sometimes referred to as OPEC+) production policies, geopolitical developments, armed conflicts, sanctions or other regulatory actions affecting major producing regions, global inventory levels, weather events, natural disasters, transportation constraints, quality differentials, fiscal regimes, technological developments, the availability and pricing of alternative energy sources, and evolving environmental and climate‑related regulation, including potential carbon pricing mechanisms. These factors and the volatility of the energy markets make future oil and natural gas price movements difficult to predict. For example, during the last six years, Brent spot prices ranged from a low of US$19.3 per barrel to a high of US$128.0 per barrel. Furthermore, oil and natural gas prices do not necessarily fluctuate in direct relationship to each other. In 2025, Brent crude oil prices fluctuated within a range of US$58.9 to US$82.0 per barrel and averaged US$68.2 per barrel for the year, reflecting, among other factors, geopolitical tensions in the Middle East, broader global uncertainties and concerns over a potential economic slowdown, while coordinated OPEC+ actions, including voluntary production cuts, supported relative market stability. For the year ended December 31, 2025, 96% of our revenues were derived from oil. In addition to fluctuations in Brent crude oil prices, our realized prices are also affected by regional crude oil differentials. For example, the Vasconia differential applicable to our Llanos Basin production averaged approximately negative US$2.3 per barrel in 2025, but widened to approximately negative US$5.3 per barrel in January 2026 and negative US$7.5 per barrel in February 2026. Over the same period, Brent crude oil prices moved from US$60.5 per barrel at the end of 2025 to US$72.5 per barrel at the end of February 2026, and continued to experience significant volatility in March 2026 amid heightened geopolitical and military tensions in the Middle East, including tensions involving the United States and Iran, and related concerns regarding potential disruptions to regional oil supply and shipping routes. Regional differentials may fluctuate due to local supply and demand dynamics, refinery demand, transportation, export capacity constraints and other market conditions, and may widen or narrow independently of Brent crude oil prices. Developments affecting crude oil production and exports in major producing countries, including changes in supply dynamics or export flows in countries such as Venezuela, may further contribute to volatility in both benchmark prices and regional crude 3 Table of Contents differentials. A sustained widening of such differentials, if not fully offset by changes in Brent crude oil prices, could reduce our realized prices and adversely affect our revenues, cash flows and results of operations. Because a substantial portion of our revenues is derived from oil production and we expect our production mix to remain predominantly oil‑weighted, our financial performance is particularly sensitive to changes in oil prices. Lower commodity prices may reduce revenues on a per‑unit basis, limit volumes that can be produced economically, adversely affect the valuation of our reserves, and constrain our ability to generate sufficient operating cash flow. Prolonged periods of low or volatile prices could require us to curtail or defer capital expenditures, revise our work programs, delay development and drilling activities, or reconsider the timing or feasibility of exploration, appraisal and acquisition opportunities. Our ability to fund capital expenditures relies in part on oil prices remaining near our planning assumptions, together with continued production performance and access to external financing. Lower prices may adversely affect our debt capacity and liquidity, including compliance with financial covenants, borrowing base availability, access to prepayment agreements, and overall financial flexibility. If operating cash flows and available cash resources are insufficient to fund planned investments, we may need to further reduce capital spending, seek additional financing or divest assets, which could negatively affect our growth prospects, investor confidence and share price. In periods of lower commodity prices, we may implement cost‑containment measures, including renegotiations or reductions of service and supply contracts, which could expose us to claims, disputes or operational disruptions. Adverse price conditions may also impact the financial health of suppliers and contractors and their ability to provide services critical to our operations. Our budgeting, capital allocation and strategic planning processes rely on assumptions regarding commodity prices, production levels, drilling success rates, development costs, the timing of third‑party projects, availability of equipment and qualified personnel, and access to financing. These assumptions are inherently uncertain and subject to significant business, economic, political and regulatory risks. If actual conditions differ materially from our assumptions, our capital requirements and liquidity needs could increase. We use derivative financial instruments as part of our commodity risk management strategy to partially mitigate exposure to oil price volatility. However, these instruments may limit our ability to benefit fully from increases in oil prices during periods of heightened market volatility, including those arising from geopolitical developments affecting global energy supply, such as the market conditions described above. In addition, adverse movements in the market value of our derivative positions may require us to post cash collateral, which could affect short‑term liquidity during periods of heightened volatility. In addition, in certain jurisdictions where we operate, higher oil prices may result in increased government take through royalties, contractual mechanisms and tax surcharges, which may reduce net margins. Unless we replace our oil and natural gas reserves, our reserves and production will decline over time. Our business is dependent on our continued successful identification of productive fields and prospects and the identified locations in which we drill in the future may not yield oil or natural gas in commercial quantities. Production from oil and gas properties declines as reserves are depleted, with the rate of decline depending on reservoir characteristics and field maturity. Accordingly, our current proved reserves will decline as these reserves are produced. As of December 31, 2025, our reserves-to-production (or reserve life) ratio for net proved reserves in Colombia and Argentina was 5.7 years. According to the D&M Reserves Report estimates, if on January 1, 2026, we ceased all drilling activities, our proved developed producing reserves base would decline by 4% and 25% during the first year in Colombia and Argentina, respectively. A significant portion of our production comes from relatively mature fields, such as our core Llanos 34 Block, which requires continuous investment in drilling, secondary and tertiary recovery methods, and infrastructure optimization to sustain output. Unexpected reservoir performance issues, such as lower-than-anticipated recovery rates or technical 4 Table of Contents challenges in implementing enhanced recovery techniques, could negatively impact our ability to meet production targets and replenish reserves. Our future oil and natural gas reserves and production, and therefore our cash flows and income, are highly dependent on our success in efficiently developing our current reserves and using cost-effective methods to find or acquire additional recoverable reserves. While we have had success in identifying and developing commercially exploitable fields and drilling locations in the past, we may be unable to replicate that success in the future. We may not identify any more commercially exploitable fields or successfully drill, complete or produce more oil or gas reserves, and the wells which we have drilled, and currently plan to drill within our blocks or concession areas, may not discover or produce any further oil or gas or may not discover or produce additional commercially viable quantities of oil or gas to enable us to continue to operate profitably. If we are unable to replace our current and future production, the value of our reserves will decrease, and our business, financial condition and results of operations will be materially adversely affected. We derive a significant portion of our revenues from sales to a few key customers. Due to the nature of the oil and gas industry, a significant portion of our revenue is derived from a few key clients. For example, in 2025, three clients represented 96% of revenue for our Colombian subsidiaries, accounting for 90% of our consolidated revenue. This client concentration is typical in the industry, where large-scale operations, logistical factors, and long-term contracts often lead to stable yet limited customer relationships. We actively manage counterparty credit risk by regularly assessing clients’ credit profiles and including early payment terms in certain contracts to reduce potential exposure. To ensure competitive terms, we conduct regular market surveys and hold open tenders in an attempt to secure the best available offers and aiming to mitigate risks associated with having a limited customer base. Our primary customers are top-tier traders and producers, aligning with industry standards. Our results of operations could be materially adversely affected by fluctuations in foreign currency exchange rates. Although most of our revenues are denominated in US$, unfavorable fluctuations in foreign currency exchange rates for certain of our expenses in Colombia, Argentina and Brazil could have a material adverse effect on our results of operations. An appreciation of local currencies can increase our costs and negatively impact our results from operations. For instance, during 2025, the Colombian peso appreciated by approximately 15% against the U.S. dollar, increasing the U.S. dollar equivalent of our local-currency costs in Colombia. Because our Consolidated Financial Statements are presented in US$, we must translate revenues, expenses and income, as well as assets and liabilities, into US$ at exchange rates in effect during or at the end of each reporting period. From time to time, we enter into derivative financial instruments in order to anticipate currency fluctuations particularly in connection with income tax payments and other recurring obligations. In November 2024, we entered into a derivative financial instrument with a local bank in Colombia, for an amount equivalent to US$50.0 million, in order to anticipate any currency fluctuation with respect to a portion of the estimated income taxes to be paid in May and June 2025. Additionally, in April 2025, we entered into derivative financial instruments with local banks in Colombia, for an amount equivalent to US$30.0 million (allocated at US$5.0 million per month during the second half of 2025), to partially mitigate potential currency fluctuations and protect our exposure to the Colombian peso arising from our regular business operations. However, these instruments do not cover all of our foreign exchange exposure, and extreme currency volatility, particularly in Argentina, could still materially affect our financial condition and operating results. There are inherent risks and uncertainties relating to the exploration and production of oil and natural gas. Our performance depends on the success of our exploration and production activities and on the existence of infrastructure to take advantage of our reserves. Exploration and production are subject to numerous risks beyond our control, including the risk that exploration will not identify commercially viable quantities of oil or natural gas. Our 5 Table of Contents decisions to purchase, explore, develop or exploit prospects depend in part on seismic and other data and related analyses and studies, the results of which are often inconclusive or subject to varying interpretations. The marketability of production may be affected by factors beyond our control, including proximity from the production sites to the transportation points and capacity of such transportation, availability of processing facilities and equipment, and government laws and regulations relating to oil prices, sale restrictions, taxes, governmental stake, allowable production, imports and exports, environmental protection and health and safety. These factors may have a material adverse effect. There can be no assurance that drilling programs will produce quantities or costs anticipated, that producing projects will not cease production, or that we will be able to market production. Our identified potential drilling location inventories are scheduled over many years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling. We have identified and scheduled certain potential drilling locations as an estimate of our future multi-year drilling activities on our existing acreage. These identified potential drilling locations, including those without proved undeveloped reserves, represent a significant part of our growth strategy. Our ability to drill and develop these identified potential drilling locations depends on a number of factors, including oil and natural gas prices, the availability and cost of capital, drilling and production costs, the availability of drilling services and equipment, drilling results, lease expirations, the availability of gathering systems, marketing and transportation constraints, refining capacity, regulatory approvals and other factors. Because of the uncertainty inherent in these factors, there can be no assurance that the numerous potential drilling locations we have identified will ever be drilled or, if they are, that we will be able to produce oil or natural gas from these or any other potential drilling locations. Our business requires significant capital investment and maintenance expenses, which we may be unable to finance on satisfactory terms or at all. Because the oil and natural gas industry is capital intensive, we expect to make substantial capital expenditures in our business and operations for the exploration and production of oil and natural gas reserves. See “Item 4. Information on the Company—B. Business Overview—Our business strategy.” We incurred capital expenditures of US$98.4 million and US$191.3 million during the years ended December 31, 2025 and 2024, respectively. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Factors Affecting our Results of Operations—Discovery and exploitation of reserves.” The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of, among other things, commodity prices, actual drilling results, the availability of drilling rigs and other equipment and services, and regulatory, technological and competitive developments. In particular, our capital allocation is expected to increasingly reflect the development of our unconventional assets in Argentina, which may require significant and sustained investment levels and is subject to execution, market and country-specific risks. In response to changes in commodity prices, we may increase or decrease our actual capital expenditures. For example, as a result of the oil price decline during the COVID-19 pandemic in 2020, we reduced our capital expenditures program for that year by approximately 60% from prior preliminary estimates. We intend to finance our future capital expenditures through cash generated by our operations and potential future financing arrangements. However, our financing needs may require us to alter or increase our capitalization substantially through the issuance of debt or equity securities or the sale of assets. If our capital requirements vary materially from our current plans, we may require further financing. In addition, we may incur significant financial indebtedness in the future, which may involve restrictions on other financing and operating activities. We may also be unable to obtain financing or financing on terms favorable to us, including as a result of financial institutions having lower capital availability or potentially higher interest rates. These changes could cause our cost of doing business to increase, limit our ability to pursue acquisition opportunities, reduce cash flow used for drilling and place us at a competitive disadvantage. A significant reduction in cash flows from operations or the availability of credit could materially adversely affect our ability to achieve our planned growth and operating results. 6 Table of Contents Oil and gas operations contain a high degree of risk, and we may not be fully insured against all risks we face in our business. Oil and gas exploration and production is uncertain and involves a high degree of risk and hazards, and our operations may be disrupted by risks and hazards beyond our control that are common among oil and gas companies, including environmental hazards, blowouts, industrial accidents, occupational safety and health hazards, technical failures, labor disputes, social protests or blockades, unexpected geological formations, flooding, earthquakes, weather-related interruptions, explosions and other accidents. While we believe we maintain customary insurance coverage for companies engaged in similar operations, we are not fully insured against all risks in our business. Insurance may contain significant exclusions and limitations, and we may elect not to obtain certain non-mandatory coverage if the cost is excessive relative to the risks presented. Uninsured or underinsured events and related losses or liabilities could have a material adverse effect on our business, financial condition or results of operations. The development schedule of oil and natural gas projects is subject to cost overruns and delays. Oil and natural gas projects may experience capital cost increases and overruns due to, among other factors, the unavailability or high cost of drilling rigs and other essential equipment, supplies, personnel, and oil field services. The cost to execute projects may not be properly established and remains dependent upon a number of factors, including the completion of detailed cost estimates and final engineering, contracting and procurement costs. The development of projects may be materially adversely affected by one or more of the following factors: shortages of equipment, materials and labor; fluctuations in the prices of construction materials; delays in delivery of equipment and materials; labor disputes; political events; title problems; obtaining easements and rights of way; blockades or embargoes; litigation; compliance with governmental laws and regulations, including environmental, health and safety laws and regulations; adverse weather conditions; unanticipated increases in costs; natural disasters; epidemics or pandemics; accidents; transportation; unforeseen engineering and drilling complications; delays during prior consultation processes; delays attributable to the operator of the project; environmental or geological uncertainties; and other unforeseen circumstances. Any of these events or other unanticipated events could give rise to delays in development and completion of our projects and cost overruns. For example, between March 2024 and May 2025, our production in Brazil was negatively impacted due to an unplanned maintenance of the Manati gas field platform following a request to the operator from the ANP. In Colombia, during 2025, our production from the Indico field in the CPO-5 Block was affected by 10 community blockades for a total of 42 days, which contributed to a quarter-on-quarter decrease in average production and delays in our development plans for that field. On the other hand, the drilling costs for the Tigui-53 well in the Llanos 34 Block in Colombia, included costs overruns caused by operational issues of US$2.2 million. Additionally, we may not be able to follow the development schedules we believe are optimal for blocks in which we are not the operator, such as the CPO-5 Block in Colombia, which was temporary blocked adversely affecting production. Delays in the construction and commissioning of projects or other technical difficulties may result in future projected target dates for production being delayed or further capital expenditures being required. These projects may often require the use of new and advanced technologies, which can be expensive to develop, purchase and implement and may not function as expected. Such uncertainties and operating risks associated with development projects could have a material adverse effect on our business, results of operations or financial condition. Competition in the oil and natural gas industry is intense, which makes it difficult for us to attract capital, acquire properties and prospects, market oil and natural gas and secure trained personnel. We compete with major oil and gas companies, including state-owned companies with greater financial and technical resources, and we compete for licenses and properties in the countries where we operate. Competitors may be able to pay more for properties and prospects, evaluate and bid for a greater number of opportunities, and offer more competitive compensation packages to attract and retain qualified personnel. There is also substantial competition for capital available for investment in the oil and natural gas industry. As a result, we may not be able to compete successfully in acquiring 7 Table of Contents prospective reserves, developing reserves, marketing hydrocarbons, retaining personnel or raising additional capital, which could have a material adverse effect on our business, financial condition or results of operations. See “Item 4. Information on the Company—B. Business Overview—Our competition.” Our estimated oil and gas reserves are based on assumptions that may prove inaccurate. Our oil and gas reserves estimate as of December 31, 2025 is based on the D&M Reserves Report. Although classified as “proved reserves,” the reserves estimate set forth in the D&M Reserves Report is based on certain assumptions that may prove inaccurate. DeGolyer and MacNaughton’s primary economic assumptions in estimates included oil and gas sales prices determined according to SEC guidelines, future expenditures and other economic assumptions (including interests, royalties and taxes) as provided by us. Oil and gas reserves engineering is a subjective process of estimating accumulations of oil and gas that cannot be measured in an exact way, and estimates of other engineers may differ materially from those set out herein. Numerous assumptions and uncertainties are inherent in estimating quantities of proved oil and gas reserves, including projecting future rates of production, timing and amounts of development expenditures and prices of oil and gas, many of which are beyond our control. Post estimate drilling, testing and production results may require revisions. For example, if we are unable to sell our oil and gas to customers, this may impact the estimate of our oil and gas reserves. Accordingly, reserves estimates are often materially different from the quantities of oil and gas that are ultimately recovered, and if such recovered quantities are substantially lower than the initial reserves estimate, this could have a material adverse impact on our business, financial condition and results of operations. Our inability to access needed equipment and infrastructure in a timely manner may hinder our access to oil and natural gas markets and generate significant incremental costs or delays in our oil and natural gas production. Our ability to market our oil and natural gas production depends substantially on the availability and capacity of processing facilities, transportation facilities (such as pipelines, crude oil offloading stations and trucks) and other necessary infrastructure, which may be owned and operated by third parties. Our failure to obtain such facilities on acceptable terms or on a timely basis could materially harm our business. We may be required to shut down oil and gas wells because access to transportation or processing facilities may be limited or unavailable when needed. If that were to occur, we would be unable to realize revenue from those wells until arrangements were made to deliver the production to the market, which could cause a material adverse effect on our business, financial condition and results of operations. In addition, the shutting down of wells can lead to mechanical problems upon bringing the production back on-line, potentially resulting in decreased production and increased remediation costs. The exploitation and sale of oil and natural gas and liquids will also be subject to timely commercial processing and marketing of these products, which depends on the contracting, financing, building and operating of infrastructure by us and third parties. In Colombia, oil transportation logistics present ongoing challenges for producers due to the country’s geographic complexities, road conditions for trucking, and limitations in pipeline infrastructure, including storage and offloading facilities. To address these challenges, we, along with our partner in the Llanos 34 Block, have developed the Oleoducto del Casanare Pipeline (“ODCA”) to transport crude oil from key fields in the block and surrounding areas. This infrastructure has been a strategic solution to lower transportation costs, reduce blockade risks, and enhance our sustainability efforts by lowering carbon emissions. In 2025, we faced repeated disruptions due to strikes by local communities demanding attention to their needs, blocking routes essential for transporting crude oil by tanker trucks. While we have maintained production levels by utilizing alternative evacuation options, such as the ODCA pipeline, our market access could be significantly hindered if both trucking and pipeline options are compromised simultaneously. Such disruptions could materially impact our business, financial condition, and operating results. In the case of our Putumayo Basin production, we have also reduced our exposure to trucking issues by implementing the use of flowlines alongside trucking to gather our production at the Platanillo Block and transport it via the Oleoducto Binacional Amerisur (“OBA”) pipeline, which connects to the Ecuadorian pipeline system. However, our logistics chain remains subject to cross-border regulatory frameworks, commercial conditions and operational factors in both Colombia 8 Table of Contents and Ecuador. For example, in early 2026 certain regulatory measures adopted in Ecuador affected the economics of crude oil deliveries through this route, requiring us to temporarily redirect certain volumes to alternative delivery points within Colombia, which involved higher transportation costs. Trucking remains a component of our crude oil delivery strategy, and while in 2025 we successfully used alternative delivery points and trucking to avoid production setbacks, we cannot assure that we will continue to be able to do so in the future. In Argentina, our assets in the Neuquén Basin are not connected to the regional pipeline network, which requires us to rely on trucking for the evacuation of crude oil to refineries and to delivery points that enable subsequent transportation through third-party pipeline systems to port facilities. This dependence on trucking exposes us to risks associated with road availability, strikes, weather conditions, equipment constraints, third-party service performance and potential congestion at receiving facilities. These risks are compounded by the fact that the regional pipeline system and certain downstream facilities operate with limited spare capacity. To mitigate these risks, we have entered into commercial arrangements with buyers that possess substantial and diversified logistics capabilities, which provide operational redundancy and enable us to indirectly access capacity within the regional pipeline network through these strategic partners. These arrangements support continuity of offtake and reduce our exposure to transportation bottlenecks. However, these measures may not fully eliminate the risks associated with limited infrastructure, interruptions in trucking services or restrictions in third-party pipeline or port operations. Any disruption or delay affecting these logistics chains could adversely affect our ability to transport crude oil and, in turn, our production levels, operating costs and financial results. We may suffer delays or incremental costs due to difficulties in negotiations with landowners and local communities, including indigenous communities, where our reserves are located. Our projects require timely easements, rights-of-way and site access agreements with landowners and local communities, including indigenous communities. If acceptable terms cannot be reached, we may need to seek judicial intervention through judicial mechanisms for enforcement of easements, which can be time-consuming, costly and delay operations. Even where agreements exist, negotiations may be prolonged or reopened; community expectations beyond legal requirements, prompts requests for additional compensation, social investments or infrastructure and, at times, protests or temporary blockades. In Colombia, these dynamics are more pronounced. Rising expectations from landowners and other stakeholders (including workers’ associations and unions), potential reforms that may broaden participatory requirements for hydrocarbons projects, and social unrest can affect timelines and costs. In Putumayo, the presence of illegal groups and tensions related to illicit-crop eradication efforts have led to pressure tactics aimed at influencing government action. Communities may expect operators to repair or improve public roads or address basic needs typically funded by the government; authorities may impose or maintain access restrictions in response to protests or public-order events. Land restitution proceedings can also delay access to future sites. In Argentina (particularly in provinces such as Neuquén), surface access and rights-of-way typically require provincial and municipal permits and agreements with landowners, and projects may also require consultation with local and indigenous communities. Administrative or judicial challenges to environmental or access approvals, and labor actions by sector unions can delay mobilization and construction or constrain operations. To manage this risk, we maintain continuous and transparent dialogue with landowners, local and indigenous communities, authorities, and other stakeholders. We have developed a Human Rights System based on international standards, including the UN Guiding Principles on Business and Human Rights (the “UN Guiding Principles”), designed to help us integrate human rights considerations into project planning, land access negotiations, community engagement and operational decision-making. 9 Table of Contents While the system provides a framework to support respectful and constructive engagement with landowners, local communities and indigenous peoples, outcomes depend on contextual factors outside our control, including evolving regulatory requirements, local expectations, and regional security dynamics. We cannot assure that disputes with landowners or communities, or related proceedings in any jurisdiction, will not delay or restrict our activities, require additional payments or commitments, or otherwise materially and adversely affect our business, financial condition and results of operations. Under the terms of some of our various E&P contracts, exploration permits, exploitation concessions and concession agreements, we are obligated to drill wells, declare any discoveries, and file periodic reports to retain our rights and establish development areas. Failure to meet these obligations may result in the loss of our interests in the undeveloped parts of our blocks or concession areas. To protect our exploration and production rights in our license areas, we must meet various drilling and declaration requirements. In general, unless we make and declare discoveries within periods specified in our various special operation contracts (E&P contracts, exploration permits, exploitation concessions and concession agreements), our interests in the undeveloped parts of our license areas may lapse. Should the prospects we have identified under these contracts and agreements yield discoveries, we may face delays in drilling these prospects or be required to relinquish them. The costs to maintain or operate the E&P contracts, exploration permits, exploitation concessions and concession agreements over such areas may fluctuate and may increase significantly, including as a result of higher minimum work commitments, increased surface fees or royalties, inflationary pressures, additional regulatory or environmental requirements, or changes in applicable laws or contractual terms. We may not be able to meet our commitments under such contracts and agreements on commercially reasonable terms or at all, which may force us to forfeit our interests in such areas. For example, during the last couple of years, we have transferred commitments from certain blocks to others and asked for termination of certain E&P contracts. See “Item 4. Information on the Company—B. Business Overview—Significant Agreements.” Historically, a significant portion of our reserves and production has been derived from Colombia, particularly blocks in the Llanos and Putumayo Basins. In 2025, Argentina has become a growing contributor to our portfolio. For the year ended December 31, 2025, the different blocks in the Llanos Basin contained 77.4% of our net proved reserves and generated 92.6% of our production, the Platanillo Block in the Putumayo Basin contained 3.6% of our net proved reserves and generated 0.6% of our production, and the Loma Jarillosa Este and Puesto Silva Oeste Blocks in Argentina contained 19.0% of our net proved reserves and generated 1.1% of our production. While our continuing expansion with new exploratory blocks and inorganic opportunities incorporated in our portfolio, mean that the above-mentioned blocks may be expected to be a less significant component of our overall business, we cannot be sure that we will be able to continue diversifying our reserves and production. Resulting from these, any government intervention, impairment, or disruption of our production due to factors outside of our control or any other material adverse event in our operations in such blocks would have a material adverse effect on our business, financial condition, and results of operations. Our contracts and/or rights to explore and develop oil and natural gas reserves are subject to contractual expiration dates and operating conditions, and our E&P contracts, exploration permits, exploitation concessions and concession agreements are subject to early termination in certain circumstances. Under certain E&P contracts, exploration permits, exploitation concessions and concession agreements to which we are or may in the future become parties, we are or may become subject to guarantees to perform our commitments and/or to make payment for other obligations, and we may not be able to obtain financing for all such obligations as they arise. If such obligations are not complied with when due, in addition to any other remedies that may be available to other parties, this could result in termination of our E&P contracts, exploration permits, exploitation concessions and concession agreements or dilution or forfeiture of interests held by us. As of December 31, 2025, the aggregate outstanding amount of this potential liability for guarantees was US$58.0 million, mainly related to capital commitments in the Llanos 34, CPO-5, PUT-8, Llanos 86, Llanos 104 and CPO 4-1 Blocks in Colombia, and the Espejo and Perico Blocks in Ecuador (pending release at year-end following the divestment in December 2025). See “Item 4. Information on the Company—B. Business Overview—Significant Agreements” and Note 32.2 to our Consolidated Financial Statements. 10 Table of Contents Additionally, certain E&P contracts, exploration permits, exploitation concessions and concession agreements to which we are or may in the future become a party are subject to set expiration dates. Although some of these agreements allow for exploration extensions and we may want to extend their term beyond their original expiration dates, there is no assurance that we can do so on terms that are acceptable to us or at all. In Colombia, our E&P contracts are subject to early termination for a breach by the parties, a default declaration, application of any of the contracts’ unilateral termination clauses or pursuant to termination clauses mandated by Colombian law. Anticipated termination declared by the ANH results in the immediate enforcement of monetary guaranties against us and may result in an action for damages by the ANH and/or a restriction on our ability to engage in contracts with the Colombian government during a certain period of time. See “Item 4. Information on the Company—B. Business Overview—Significant Agreements—Colombia—E&P contracts.” To avoid the breach of an E&P contract due to unfulfillment of our exploration commitments, regulation gives us options such as the ability to transfer or credit those commitments to other E&P contracts, subject to meeting certain regulatory conditions. In Argentina, hydrocarbon exploration permits and exploitation concessions are subject to termination for: (a) failure to pay any annual license fees within three months after they are due; (b) failure to pay royalties within three months after they are due; (c) material and unjustified failure to comply with the specified obligations in respect to productivity, conservation, investments, works or special benefits, including obligations arising under exploration permits and exploitation concessions or related agreements with provincial authorities; (d) repeated infringement of the obligations to submit demandable information, to facilitate inspections by the competent authority or to employ the proper techniques for the execution of the works; (e) failure to request an exploitation concession after a commercial discovery or to submit a development program after obtaining an exploitation concession; (f) the bankruptcy of the holder declared by a court; (g) the death or liquidation of the holder; or, (h) failure to comply with the obligation to transport hydrocarbons for third parties under open access conditions or repeated infringement of the tariff regime approved for such transport. Before declaring the termination under any of the grounds provided under items (a), (b), (c), (d), (e), or (h), notice shall be served, requiring the holder to remedy any such infringement. Upon expiration, relinquishment or termination of any permit or concession, the holder of such permit or concession may be required to surrender to the government the acreage and comply with applicable obligations regarding the retirement/abandonment of facilities and wells and the restoration of the area, as applicable. In Brazil, concession agreements in the production phase generally may be renewed at the ANP’s discretion for an additional period, provided that a renewal request is made at least 12 months prior to the termination of the concession agreement and there has not been a breach of the terms of the concession agreement. We expect that all our concession agreements will provide for early termination in the event of: (i) government expropriation for reasons of public interest; (ii) revocation of the concession pursuant to the terms of the concession agreement; or (iii) failure by us or our partners to fulfill all our respective obligations under the concession agreement (subject to a cure period). Administrative or monetary sanctions may also be applicable, as determined by the ANP, which shall be imposed based on applicable law and regulations. In the event of early termination of a concession agreement, the compensation to which we are entitled may not be sufficient to compensate us for the full value of our assets. Moreover, in the event of early termination of any concession agreement due to failure to fulfill obligations thereunder, we may be subject to fines and/or other penalties. Early termination or nonrenewal of any E&P contract, exploration permits, exploitation concessions or concession agreement could have a material adverse effect on our business, financial situation, or results of operations. We are not, and may not be in the future, the sole owner or operator of all our licensed areas and do not, and may not in the future, hold all the working interests in some of our licensed areas. Therefore, we may not be able to control the timing of exploration or development efforts, associated costs, or the rate of production of any non-operated and, to an extent, any non-wholly owned, assets. We are not the operator or sole owner of all the blocks included in our portfolio. See “Item 4. Information on the Company—B. Business Overview—Operations in Colombia”. Therefore, certain decisions are not under our sole discretion and need to be agreed to with our partners. Accordingly, our decision-making capabilities may be limited to the extent our partner operators or owners have any limitations with respect to any proposed action or plan. 11 Table of Contents In addition, the terms of the joint operations agreements governing our other partners’ interests in almost all of the blocks that are not wholly owned or operated by us require that certain actions be approved by supermajority vote. The terms of our other current or future license or venture agreements may require at least the majority of working interests to approve certain actions. As a result, we may have limited ability to exercise influence over operations or prospects in the blocks operated by our partners, or in blocks that are not wholly owned or operated by us. A breach of contractual obligations by our partners who are the operators of such blocks could eventually affect our rights in exploration and production contracts in some of our blocks. Our dependence on our partners could prevent us from achieving our target returns for those discoveries or prospects. Moreover, as we are not the sole owner or operator of all our properties, we may not be able to control the timing of exploration or development activities or the amount of capital expenditures and may therefore not be able to carry out our key business strategies of minimizing the cycle time between discovery and initial production at such properties. The success and timing of exploration and development activities operated by our partners will depend on a number of factors that will be largely outside of our control, including: ● the timing and amount of capital expenditures; ● the operator’s expertise and financial resources; ● approval of other block partners in drilling wells; ● the scheduling, pre-design, planning, design and approvals of activities and processes; ● selection of technology; and ● the rate of production of reserves, if any. This limited ability to exercise control over the operations on some of our license areas may cause a material adverse effect on our financial condition and results of operations. For instance, we are not the operator of the CPO-5 Block and do not control the execution of the operation. Any delays in the execution schedule of the CPO-5 Block could have a material adverse effect in our financial condition and results of operation. For example, during 2025, temporary blockades in the CPO-5 Block, adversely affected its production. Acquisitions that we have completed, including the Acquisition in Argentina’s Vaca Muerta Formation, and any future acquisitions, strategic investments, partnerships, or alliances could be difficult to integrate, could divert the attention of key management personnel, disrupt our business, dilute stockholder value and adversely affect our financial results, including impairment of goodwill and other intangible assets. One of our principal business strategies includes acquisitions of properties, prospects, reserves and leaseholds and other strategic transactions, including in jurisdictions where we do not currently operate. The successful acquisition and integration of producing properties, including the Acquisition in Argentina’s Vaca Muerta Formation, requires an assessment of several factors, including recoverable reserves, future oil and natural gas prices, development and operating costs, and potential environmental and other liabilities. The accuracy of these assessments is inherently uncertain. In connection with these assessments, we perform a review of the subject properties that we believe to be generally consistent with industry practices. Our review and the review of advisors and independent reserves engineers will not reveal all existing or potential problems, nor will it permit us or them to become sufficiently familiar with the properties to fully assess their deficiencies and potential recoverable reserves. Inspections may not always be performed on every well, and environmental conditions are not necessarily observable even when an inspection is undertaken. We, advisors or independent reserves engineers may apply different assumptions when assessing the same field. Even when problems are identified, the seller may be unwilling or unable to provide effective contractual protection against all or part of the problems. We are often not entitled to contractual indemnification for 12 Table of Contents environmental or other liabilities and acquire properties on an “as is” basis, which could also expose us to unknown or unforeseen liabilities. Even in those circumstances in which we have contractual indemnification rights for pre-closing liabilities, it remains possible that the seller might not be able to fulfill its contractual obligations. There can be no assurance that unforeseen problems related to the assets or management of the companies and operations we have acquired, or operations we may acquire or add to our portfolio in the future, will not arise in the future, and these problems could have a material adverse effect on our business, financial condition, and results of operations. Significant acquisitions and other strategic transactions may involve other risks, including: ● diversion of our management’s attention to evaluating, negotiating and integrating significant acquisitions and strategic transactions; ● challenge and cost of integrating acquired operations, information management and other technology systems and business cultures with ours while carrying on our ongoing business; ● contingencies and liabilities that could not be or were not identified during the due diligence process, including with respect to possible deficiencies in the internal controls of the acquired operations; ● challenge and cost of obtaining sufficient financing required to complete the acquisitions and strategic transactions; ● tax implications and potential liabilities related to the acquisitions and strategic transactions; ● complexities, liabilities or additional costs associated with transaction payments due to capital controls; ● regulatory and legal challenges in the host countries, including worsening fiscal conditions, difficulty in obtaining regulatory approvals or environmental licenses, among others, which can materially affect the benefits expected from the acquisitions and strategic transactions; ● additional capital needs and cost overruns which may detract from available capital to deploy in other projects in our portfolio; and ● challenge of attracting and retaining personnel associated with acquired operations. It is also possible that we may not identify suitable acquisition targets or strategic investment, partnership, or alliance candidates. Our inability to identify suitable acquisition targets, strategic investments, partners or alliances, or our inability to complete such transactions, may negatively affect our competitiveness and growth opportunities. Additionally, we may incur one-off transaction-related costs, such as financing and due diligence expenses, even if a proposed acquisition is not completed, as was the case with the proposed acquisition of certain Repsol exploration and production assets in Colombia and the Unconsummated transaction in Argentina (Vaca Muerta), both in 2024. Moreover, if we fail to properly evaluate acquisitions, including the Acquisition in Argentina’s Vaca Muerta Formation, alliances, or investments, we may not achieve the anticipated benefits of any such transaction, and we may incur costs in excess of what we anticipate. The Acquisition in Argentina’s Vaca Muerta Formation broadens the scope of the risk factors related to our business, industry, and the countries in which we operate as such risk factors relate to operating in Argentina where we did not have operations immediately before the Acquisition in Argentina’s Vaca Muerta Formation. Some of these risks include, but are not limited to, risks related to (i) the ability to replace our oil and natural gas reserves and continued identification of productive fields, (ii) our revenues being derived from sales to a few key customers, (iii) fluctuations in foreign currency exchange rates and restrictions or additional costs associated to the access to foreign currency, (iv) exploration and production of oil and natural gas, (v) insurance of oil and gas operations, (vi) potential cost overruns and delays in oil projects, (vii) difficulties to attract capital, acquire properties, marketing oil and securing trained personnel, (viii) estimated reserves being based on assumptions that may prove inaccurate, (ix) availability and access to needed equipment, infrastructure and evacuation capacity in a timely manner, (x) difficulties in negotiations with landowners and local 13 Table of Contents communities, including additional investment and demands imposed by local communities and potential blockades derived thereof, (xi) our contracts being subject to contractual expiration dates and operating conditions, and in certain circumstances, subject to early termination or additional costs or commitments associated to the term extension, (xii) not being the sole owner of all our licensed areas and not holding all the working interests in some of our licensed areas, (xiii) development of our proved undeveloped reserves potentially taking longer and requiring higher levels of capital expenditures than expected, (xiv) our operations being subject to numerous environmental, social, health and safety laws, regulations, and rulings, which may result in material liabilities and costs, (xv) climate change, (xvi) political and economic circumstances, including increased exposure to the Argentine legal, fiscal, regulatory and economic systems, (xvii) maintaining good relations with host countries, local/provincial government and national oil companies in the countries where we operate, (xviii) operating and having working and/or economic interest over, yet not owning the oil and natural gas reserves in the countries where we operate, (xix) oil and gas operators being subject to extensive regulation, and (xx) exchange control regulations that could limit the ability to freely make payments and transfers outside Argentina, subject to certain conditions, including certain restrictions on access to the foreign exchange market to as well as requirements to repatriate and settle export proceeds in the official exchange market within specified timeframes. Future acquisitions financed with our own cash could deplete the cash and working capital available to adequately fund our operations and return value to shareholders. We may also finance future transactions through debt financing, oil prepayment agreements, the issuance of our equity securities, existing cash, cash equivalents or investments, or a combination of the foregoing. Acquisitions financed with the issuance of our equity securities could be dilutive, which could affect the market price of our stock. Acquisitions financed with debt could require us to dedicate a substantial portion of our cash flow to principal and interest payments and could subject us to restrictive covenants. The present value of future net revenues from our proved reserves will not necessarily be the same as the current market value of our estimated oil and natural gas reserves. It should not be assumed that the present value of future net revenues from our proved reserves represents the current market value of our estimated oil and natural gas reserves. For the year ended December 31, 2025, we based estimated discounted future net revenues on the 12-month unweighted arithmetic average of the first day-of-the-month price for the preceding 12 months. Actual future net revenues will be affected by factors including actual prices we receive, actual development and production costs, the amount and timing of production, changes in governmental regulations and taxation and the geopolitical landscape. The timing of production and expenses will affect the timing and amount of future net revenues and thus actual value. In addition, the 10% discount factor used may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the industry. The development of our proved undeveloped reserves may take longer and may require higher levels of capital expenditures than we currently anticipate. Therefore, our proved undeveloped reserves ultimately may not be developed or produced. As of December 31, 2025, 77% of our net proved reserves are developed. Development of our undeveloped reserves may take longer and require higher levels of capital expenditures than we currently anticipate. Additionally, delays in the development of our reserves or increases in costs to drill and develop such reserves will reduce the standardized measure value of our estimated proved undeveloped reserves and future net revenues estimated for such reserves, and may result in some projects becoming uneconomic, causing the quantities associated with these uneconomic projects to no longer be classified as reserves. This was due to the uneconomic status of the reserves, given the proximity to the end of the concessions for these blocks, which does not allow for future capital investment in the blocks. There can be no assurance that we will not experience similar delays or increases in costs to drill and develop our reserves in the future, which could result in further reclassifications of our reserves. We are exposed to the credit risks of our customers and any material nonpayment or nonperformance by our key customers could adversely affect our cash flow and results of operations. Customers may experience financial problems that negatively affect creditworthiness, limiting our ability to collect amounts owed or enforce performance under contractual arrangements. Declining cash flows (including due to commodity price declines), reductions in borrowing bases under reserves-based credit facilities and lack of available debt or equity 14 Table of Contents financing may reduce customers’ liquidity and ability to make payments or perform obligations. Some customers may be highly leveraged and subject to their own operating expenses, which may increase risk. Customers may also be subject to regulatory changes that could increase default risk. Financial problems could impair our assets, decrease operating cash flows, and reduce or curtail customers’ future use of our products and services, adversely affecting revenues and potentially leading to a reduction in reserves. Our operations are subject to operating hazards, including external conditions such as extreme weather events or public order and risks inherent to oil and gas activities, which could expose us to potentially significant losses. Our operations are subject to potential operating hazards, extreme weather conditions and risks inherent to drilling activities, seismic recording, exploration, production, development and transportation and storage of crude oil. These include, among others, explosions, fires, high winds, heat stress, drought, increased rainfall, flooding and fire weather, as well as car and truck accidents, labor disputes, social unrest, community protests or blockades, guerilla attacks, security breaches, pipeline ruptures, property damage, spills and mechanical failures of equipment at our or third-party facilities. Any of these events could have a material adverse effect on our exploration and production operations or disrupt transportation or other process-related services provided by our third-party contractors. For example, in 2025, temporary blockades at the CPO-5 Block and flooding during the rainy season in the Llanos 34 Block in Colombia adversely affected production, including the temporary suspension of operations at the Jacana Sur well pad. We seek to manage these risks through an integrated framework that assesses physical and transition climate risks and identifies adaptation measures. These measures include monitoring weather-related risks, reinforcing infrastructure, diversifying energy sources (including electrification, access to gas and renewable energy such as solar and biomass) and implementing crisis management and business continuity procedures. We also identify, monitor and address social and public-order-related risks that may arise in connection with operational disruptions, including those associated with protests, blockades or regional security conditions, through our Human Rights System, including its due diligence and grievance mechanisms. However, these measures may not be sufficient to prevent operational disruptions, damage to infrastructure, injuries, environmental harm, financial losses or adverse impacts on surrounding communities. We cannot assure that operating hazards or external conditions will not delay or restrict our activities or otherwise materially and adversely affect our business, financial condition and results of operations. We are highly dependent on our leadership and specialized technical, exploration and operational talent, including geoscientists and unconventional resource experts, as well as on our ability to hire and retain new qualified personnel. The ability, expertise, judgment and discretion of management and technical and engineering teams are key to discovering and developing oil and natural gas resources. Our performance and success depend to a large extent on key members of our management, technical, exploration and operational team, and their loss or departure would be detrimental to future success. Our ability to execute our strategy and manage anticipated growth, including expansion into new geographies and unconventional plays, depends on recruiting, integrating and retaining qualified personnel. Employee retention is influenced by the economic environment, competitive labor market conditions and in certain cases, the remote location of our operations, which may intensify competition for skilled professionals and increase turnover. Competition to hire employees in operational, technical and leadership roles is strong, and the supply of qualified employees is limited in the regions where we operate and throughout Latin America. Loss of key personnel or inability to hire and retain qualified personnel could have a material adverse effect on our business. We and our operations are subject to numerous environmental, social, health and safety laws, regulations and rulings, which may result in material liabilities and costs. We operate in jurisdictions with extensive environmental, social, health and safety frameworks and permit regimes covering, among other matters, (i) emissions and discharges, (ii) handling, storage, transport and disposal of regulated materials, (iii) worker health and safety, (iv) biodiversity, water and land use, and (v) decommissioning. Our operations are also subject to certain environmental risks that are inherent in the oil and gas industry, which may arise unexpectedly and result in material adverse effects on our business, financial condition and results of operations. Non-compliance, regulatory changes or environmental incidents can trigger investigations, fines, civil or criminal liability, suspension or termination of concessions or contracts, operational interruptions and higher costs, any of which could have a material 15 Table of Contents adverse effect on our business, financial condition and results of operations. In Colombia, environmental licenses are administrative acts subject to class actions that could eventually result in their cancellation, with potential adverse impacts on our E&P contracts. Non-governmental organizations or other stakeholders may also seek injunctions or other remedies to halt activities or impose penalties. The Regional Agreement on Access to Information, Public Participation and Justice in Environmental Matters in Latin America and the Caribbean, also known as the Escazú Agreement, is an international human rights treaty that was signed by all the countries in which we operate and has been ratified by all except Brazil, where pressure has been growing for the government to ratify. Forthcoming regulations arising form the ratification of the Escazú Agreement may expand participation and information requirements, potentially lengthening approvals and increasing compliance obligations. Enhanced protections for environmental and human-rights defenders may also influence stakeholder dynamics and project timelines. We are subject to national and regional environmental regulations and require specific permits to operate. We seek to support compliance with applicable requirements through an environmental management system and a dedicated environmental team. We file annual environmental reports which are public, and undergo yearly follow-up reviews by the authorities. While we seek full compliance, timing and factors beyond our control, such as consultation processes with different stakeholders that can exceed regulatory timelines, may lead to delays or instances of non-compliance. In such cases, we seek to report progress to regulators and define action plans to demonstrate our diligence to reduce the possibility of sanctions, penalties or fines related to delayed fulfillment of obligations. However, these measures may not be sufficient to avoid adverse outcomes and could have a material adverse effect on our business, financial condition or results of operations. Releases of regulated substances, legacy contamination or waste-disposal practices may require costly remediation or facility retrofits, and we may be held liable for human exposure or damage to property, natural resources, sensitive areas or endangered species. We also face decommissioning (plugging and abandonment) obligations that may be substantial and increase over time as regulations and technical standards evolve. We manage these risks through operational integrity and environmental monitoring programs, contingency and emergency response plans, regular site inspections, maintenance activities, and remediation programs consistent with applicable regulations. Decommissioning obligations are addressed through long-term asset retirement planning and periodic review of cost estimates. Despite these measures, environmental incidents, liabilities or associated costs may still occur, and we can be responsible for environmental, social, health and safety liabilities arising from partners, predecessors and third-party contractors. We have adopted a Supplier Code of Conduct since 2023, under which we define the minimum obligations and behaviors expected from our contractors and suppliers, residual risk remains and insurance may not cover all losses, claims or interruptions. Delays in meeting offset or other permit conditions, particularly where multi-stakeholder consultations take longer than regulations contemplate, could result in sanctions or penalties. Climate-related regulation and targets may also affect us. We expect continued and increasing attention to climate change, including regulation of GHG emissions such as methane and carbon dioxide and physical climate impacts in areas where we and our customers operate. Such developments could adversely impact our operations and the demand for our products. We target a 35 to 40 percent reduction in Scope 1 and 2 GHG emissions intensity by year-end 2025 and a 40 to 60 percent reduction by year-end 2030 versus a 2020 baseline, and we have a long-term ambition to reach net zero for Scopes 1 and 2 by 2050. Achieving these objectives depends on capital allocation, growth trajectories, project timing, the availability and commercial viability of reduction technologies and projects, permitting and third-party performance, as well as changes in the regulatory framework. These efforts will require capital expenditures and resources, and actual costs may differ, potentially materially, from current estimates. Failure to implement cost-effective strategies or to access necessary technologies or projects could jeopardize the achievement of these targets or ambitions and expose us to legal, regulatory, market or reputational risks. Environmental, social, health and safety laws and regulations are complex and change frequently, and our costs of complying with such laws and regulations may adversely affect our results of operations and financial condition. Within applicable law, we engage with authorities, industry associations and other stakeholders through public consultations, institutional dialogue and technical working groups to provide input on proposed laws and regulations that may affect our business. These efforts are intended to support clear and workable rules, but do not prevent the adoption of regulations or 16 Table of Contents decisions that could materially and adversely affect our business, financial condition and results of operations. See “Item 4. Information on the Company—B. Business Overview—Health, safety and environmental matters” and “Item 4. Information on the Company—B. Business Overview—Industry and regulatory framework.” Changing investor sentiment towards fossil fuels and the global energy transition may affect our operations, impact the price of our common shares and limit our access to financing and insurance. Factors including concerns about the contribution of fossil fuels to climate change, the impact of oil and gas operations on the environment, environmental damage relating to spills of petroleum products during transportation, potential impacts on human rights, and the global shift towards lower-carbon energy sources have affected certain investors’ sentiments towards investing in the oil and gas industry. In addition, measures to accelerate the energy transition, such as the adoption of renewable energy, electric vehicles, alternative fuels, and stricter GHG emissions regulations, may reduce long-term demand for hydrocarbons and adversely impact commodity prices and the valuation of oil and gas assets. As a result of these concerns, some institutional, retail, and public investors have announced that they no longer are willing to fund or invest in oil and gas properties or companies, or are reducing the amount thereof over time. In addition, certain institutional investors are requesting that issuers develop and implement more robust social, environmental and governance policies and practices. Although we have in place strong and robust social, environmental and governance practices, developing and implementing even broader policies and practices can involve significant costs and require a significant time commitment from our board, management and employees. Failing to implement the policies and practices as requested by institutional investors may result in such investors reducing their investment in our Company or not investing in our Company at all. Any reduction in the investor base interested or willing to invest in the oil and gas industry and more specifically, our Company, may result in limiting our access to capital and insurance, increasing the cost of capital and insurance, and decreasing the price and liquidity of our common shares even if our operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause a decrease in the value of our assets which may result in an impairment charge. To address these risks, we maintain transparency and reporting programs aligned with recognized sustainability frameworks and indices; however, third-party assessments are based on their own methodologies and may change over time and may not reflect our future performance or risk profile. For further information on the implementation of a decarbonization plan which allows us to manage our emissions through mitigation and compensation actions, which have helped to lower our emissions and, therefore, our susceptibility to negative impacts from these risks, see “Item 4.—B. Business Overview—Health, safety and environmental matters—Climate Change”. Legislation and regulatory initiatives relating to hydraulic fracturing and other drilling activities for unconventional oil and gas resources could increase the future costs of doing business, cause delays or impede our plans, and materially adversely affect our operations. Hydraulic fracturing of unconventional oil and gas resources is a process that involves injecting water, sand, and small volumes of chemicals into the wellbore to fracture the hydrocarbon-bearing rock thousands of feet below the surface to facilitate a higher flow of hydrocarbons into the wellbore. We may eventually contemplate, after obtaining due environmental approvals, such use of hydraulic fracturing in the production of oil and natural gas from certain reservoirs. Legislation and regulatory initiatives relating to hydraulic fracturing and other drilling activities for unconventional oil and gas resources could increase the future costs of doing business, cause delays or impede our plans, and materially adversely affect our operations. In Colombia, during the second half of 2022, the Council of State (the highest administrative court) issued a decision by which it denied the claims that were seeking nullity of the regulation for “non-conventional hydrocarbons”. Therefore, the regulation for unconventional oil and gas resources in Colombia is in force and with full effects. However, the government is seeking to prohibit fracking techniques in Colombia and, during the second half of 2022, a bill of law to 17 Table of Contents forbid fracking and exploitation of unconventional hydrocarbons was filed in Congress. The bill of law was not approved. In 2024, the Ministry of Environment filed a new bill of law with the same purpose. This is the sixth time this initiative has been filed in Congress since 2018. Currently, there is a new initiative ongoing and approval is uncertain. The Group is continuously monitoring any development in this matter. In Argentina, our unconventional activities depend on the continued availability and acceptance of hydraulic fracturing and other stimulation techniques. These activities are subject to federal, provincial and municipal regulation and increasing scrutiny from regulators, communities and other stakeholders. Any new or more stringent laws or regulations, permitting requirements, limitations or bans applicable to hydraulic fracturing, water use, waste management, chemical disclosure or induced seismicity in Argentina could increase our costs, delay or restrict our ability to drill and complete wells, limit our recoverable reserves or otherwise adversely affect our unconventional development plans and the value of our Argentine assets. We currently are not aware of any proposals in Argentina, or Brazil to regulate hydraulic fracturing beyond the regulations already in place. However, various initiatives in other countries with substantial shale gas resources have been or may be proposed or implemented to, among other things, regulate hydraulic fracturing practices, limit water withdrawals and water use, require disclosure of fracturing fluid constituents, restrict which additives may be used, or implement temporary or permanent bans on hydraulic fracturing. If any of the countries in which we operate adopts similar laws or regulations, which is something we cannot predict right now, such adoption could significantly increase the cost of, impede or cause delays in the implementation of any plans to use hydraulic fracturing for unconventional oil and gas resources. Our indebtedness and other commercial obligations could adversely affect our financial health and our ability to raise additional capital and prevent us from fulfilling our obligations under our existing agreements and borrowing of additional funds. As of December 31, 2025, the principal amount of our outstanding consolidated indebtedness was US$539.3 million, of which 82% corresponds to our Notes due 2030. Our indebtedness could: ● limit our capacity to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the agreements governing our indebtedness; ● require us to dedicate a substantial portion of our cash flow from operations to the payments on our indebtedness, including due to higher interest rates applicable to our current outstanding indebtedness, thereby reducing the availability of our cash flow to fund acquisitions, working capital, capital expenditures and other general corporate purposes; ● place us at a competitive disadvantage compared to certain of our competitors that have less debt; ● limit our ability to borrow additional funds; ● in the case of our secured indebtedness, if any, lose assets securing such indebtedness upon the exercise of security interests in connection with a default; ● make us more vulnerable to downturns in our business or the economy; and ● limit our flexibility in planning for, or reacting to, changes in our operations or business and the industry in which we operate. 18 Table of Contents The indentures governing our Notes due 2027 and Notes due 2030, include covenants restricting dividend payments and other shareholder distributions. For a description, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Indebtedness.” As a result of these restrictive covenants, we are limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs. We have in the past been unable to meet incurrence tests under the indenture governing our prior notes, which limited our ability to incur indebtedness. Failure to comply with the restrictive covenants included in our Notes due 2027 and our Notes due 2030 would not trigger an event of default. Similar restrictions could apply to us and our subsidiaries when we refinance or enter into new debt agreements which could intensify the risks described above. Our business could be negatively impacted by cybersecurity threats and related disruptions. We rely on information technology systems, including systems which are managed or provided by third-party providers, to conduct our business and support our exploration, development, and production activities. We increasingly depend on digital technologies, such as applications, a cloud environment, mobile platforms, computers, and telecommunications systems. We collect, use, transmit, store, and otherwise process data using information technology systems, including systems owned and maintained by us or our third-party providers. These data include confidential information and intellectual property belonging to us or our customers or other business partners. All information technology systems are subject to disruptions, outages, failures, and security breaches or incidents. A breach or failure of our digital infrastructure, control systems, or cyber defenses, or those of our third-party providers, as a result of negligence, intentional misconduct, or otherwise, could seriously disrupt our operations. We and our third-party providers have experienced, and expect to continue to experience, cybersecurity attacks. Cybersecurity attacks may range from employee or contractor error or misuse or unauthorized use of information technology systems or confidential information, to individual attempts to gain unauthorized access to these information systems, to sophisticated cybersecurity attacks, known as advanced persistent threats, any of which may target us directly or indirectly through our third-party providers. Despite employee training and other measures to mitigate vulnerabilities, our employees have been and will continue to be targeted by parties using fraudulent “spam”, “scam”, “phishing” and “spoofing” emails to misappropriate information or to introduce viruses or other malware programs to our technology environment. Cybersecurity attacks are increasing in number worldwide, and the attackers are increasingly organized and well-financed, or at times supported by state actors. Our industry is subject to fast-evolving risks from cyber-threat actors, including states, criminals, terrorists, hacktivists, and insiders. To the extent artificial intelligence capabilities improve and are increasingly adopted, they may be used to identify vulnerabilities and craft increasingly sophisticated cybersecurity attacks. Vulnerabilities may be introduced from the use of artificial intelligence by us, our customers, suppliers and other business partners and third-party providers. We continuously devote significant resources to network security, data loss prevention, and other measures to protect our systems and data from unauthorized access or misuse, and we may be required to expend greater resources in the future, especially in the face of evolving and increasingly sophisticated cybersecurity threats and laws, regulations, and other actual and asserted obligations to which we are or may become subject relating to privacy, data protection, and cybersecurity. We may be unable to anticipate, prevent, or remediate future attacks, vulnerabilities, breaches, or incidents, and in some instances, we may be unaware of vulnerabilities or cybersecurity breaches or incidents or their magnitude and effects, particularly as attackers are becoming increasingly able to circumvent controls and remove forensic evidence. Cybersecurity incidents may result in business disruption; delay in the development and delivery of our products; disruption of our production processes, internal communications, interactions with customers and suppliers and processing and reporting financial results; the theft or misappropriation of intellectual property; corruption, loss of, or inability to access (e.g., through ransomware or denial of service) confidential information, trade secrets, proprietary information, personal information, and other critical data (i.e., that of our company and our third-party providers and customers); reputational damage; private claims, demands, and litigation or regulatory investigations, enforcement actions, or other 19 Table of Contents proceedings related to contractual or regulatory privacy, cybersecurity, data protection, or other confidentiality obligations; diminution in the value of our investment in research, development and engineering; and increased costs associated with the implementation of cybersecurity measures to detect, deter, protect against, and recover from such incidents. Furthermore, the need for rapid detection of attempts to gain unauthorized access to our digital infrastructure, often through the use of sophisticated and coordinated means, presents a challenge we must face and any delay or failure to detect cyber incidents could compound potential harms. This could result in significant and compounding losses due to the cost of remediation and reputational consequences. As we expand into new jurisdictions, such as our recently initiated operations in Argentina, the integration of new sites, users, systems and local third-party providers into our corporate technology environment increases our overall cyber-risk exposure. New locations may present unforeseen vulnerabilities, including greater reliance on local networks and evolving regulatory and data-protection requirements. Even though we apply our corporate cybersecurity controls and risk-assessment protocols to these new operations, any cybersecurity incident affecting a newly integrated location or its local service providers could exacerbate the operational, financial and reputational impacts described above. Our efforts to comply with, and changes to, laws, regulations, and contractual and other actual and asserted obligations concerning privacy, cybersecurity, and data protection, including developing restrictions on cross-border data transfer and data localization, could result in significant expense, and any actual or alleged failure to comply could result in inquiries, investigations, and other proceedings against us by regulatory authorities or other third parties. Customers and third-party providers increasingly demand rigorous contractual provisions regarding privacy, cybersecurity, data protection, confidentiality, and intellectual property, which may increase our overall compliance burden. With respect to certain potential incidents, such as a cyber-attack or data breach, we are covered under a cybersecurity insurance. However, no assurances can be made as to whether the insurance policy is sufficient in coverage or amount to cover all our potential liability. The uncertainty of the impact an endemic or pandemic disease, such as the COVID-19 pandemic, may have, makes it impossible for us to identify all potential risks or estimate the ultimate adverse impact on our business. A pandemic or endemic disease could adversely affect our business, financial condition, cash flows and results of operations by causing widespread economic and social disruption, reducing global demand for oil and gas, interrupting supply chains, and restricting our workforce’s ability to access and operate facilities. Uncertainty regarding the scope, duration and severity of any pandemic makes it impossible to identify all potential risks or estimate ultimate impact. The COVID-19 pandemic had a profound impact on the global economy, financial and commodities markets and the oil and gas industry, including a sharp decline in crude oil prices in 2020, and highlighted how pandemics can amplify other risk factors. Although we implemented measures to mitigate potential operational disruptions (such as remote working procedures), future outbreaks could materially and adversely affect our business and operations. We operate in an industry with climate related risks. The oil and gas industry is particularly exposed to risks arising from climate change and the energy transition, such as volatility of products prices, possible new regulations that may restrict our operations, or increase our costs to operate, and an increase in extreme weather events that affect our ability to operate. Moreover, our main producing assets are located in Colombia, where the risks related to the occurrence of natural hazards such as floodsand droughts are high and expected to increase in the following years. In 2022, we made a climate risk assessment for the entire company, which was updated in 2025. The results of this assessment indicate that the occurrence of physical risks could adversely affect approximately 10% of the company’s overall value (for purposes of this assessment, the net present value of projected free cash flows from the combined asset portfolio), while transition risks could potentially impact up to 29% of its value. Although mitigation measures have been adopted to address these risks, we are currently working on an integrated adaptation plan to further address potential gaps. To address our exposure to energy costs volatility, during the second half of 2025, we entered into a derivative financial instrument to partially mitigate potential increases in electricity costs in Colombia resulting from droughts and reduced hydroelectric generation. This risk is particularly significant in the Llanos 34 Block, where electricity expenses 20 Table of Contents represent a significant portion of our production and operating costs. This derivative was a contract for differences on the generation component of the electricity tariff, structured as a fixed-for-floating swap that settled financially against the wholesale spot market price. Our operations may be affected by biodiversity-related constraints, indigenous peoples’ rights and prior consultation processes, and land and territorial claims. Some of our operations are in or adjacent to areas with significant biodiversity value, including areas that may be considered for designation as conservation or protected areas. These conditions may require modifications to our plans to comply with environmental constraints and permitted land use, which could increase costs and delay timelines. We seek to mitigate these risks through detailed due diligence and project-specific environmental studies. However, factors outside our control, including local politics and political decisions, may affect outcomes. In addition, we operate in culturally diverse areas with historical and current ties to indigenous peoples, which may require prior consultation processes under applicable law and regulations. These processes may cause delays, lead to claims (including by groups not certified by competent authorities), and increase the risk of disputes over agreements scope or requests for additional commitments. We have completed prior consultation processes for the Golondrina Development Area Project in the Llanos 86 and Llanos 104 Blocks, with resulting agreements formalized in 2025, and we are ensuring compliance with the commitments established. For the Nasua Development Area Project in the Coatí Block (Putumayo), five prior consultations are in the pre-consultation and opening stage and are expected to be completed by 2026. We seek to manage these risks through a differentiated engagement approach, including early social and environmental baseline studies, our Human Rights System and grievance mechanisms, and an internal protocol adopted in 2025 that guides consultation and engagement throughout the project lifecycle. These measures, however, may not be sufficient to prevent delays, disputes or claims. Specifically in Putumayo, exploration blocks may entail significant biodiversity-management costs and reputational risk due to sensitive environmental conditions, legal requirements, and challenges related to overlapping territories and indigenous land titling processes (including processes under Colombia’s land restitution law). We design our projects applying the mitigation hierarchy and considering site-specific conditions to avoid or minimize impacts on sensitive ecosystems, forest coverage and ecosystem connectivity. We also engage with the Ministry of the Interior to identify recognized communities and establish measures to prevent and mitigate impacts, conduct human rights identification and analysis exercises and implement related roadmaps, and coordinate with environmental authorities, local governments and scientific institutions to align biodiversity measures with regional conservation priorities, while maintaining communication and participation processes with local communities. Nevertheless, these actions may not prevent delays, additional obligations, restrictions on activities, disputes, regulatory actions or reputational impacts, which could increase costs or limit our ability to operate in the Putumayo region and adversely affect our business, financial condition and results of operations. U.S. trade tariffs may adversely affect our cost structure, supply chain, and commodity markets. The U.S. government has maintained and, in some cases, increased or modified trade tariffs on a range of goods and services, contributing to increased uncertainty in global trade dynamics. While we do not directly import or export significant volumes of materials from or to the United States, our operations rely on equipment, technology, and services sourced globally, many of which may be affected by these measures. The resulting disruptions could lead to higher costs or delays in the procurement of critical inputs. Additionally, escalating trade tensions and broader shifts in trade policy could impact global commodity prices, potentially affecting the markets for the oil and gas we produce. Moreover, changes in U.S. sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), including measures affecting Venezuela’s oil sector, and related policy developments could contribute to heightened volatility in global energy markets. Even if we do not have direct operations in Venezuela, such measures could indirectly affect us through their potential impact on regional supply and trade flows and, therefore, on benchmark oil prices (including Brent and WTI), as well as through potential disruptions to regional supply chains and service markets. Any resulting commodity price volatility, cost inflation, procurement delays, or constraints on the availability of equipment, technology or services could adversely affect our cost structure, project timelines and financial 21 Table of Contents results. At the same time, evolving regulatory or geopolitical conditions affecting Venezuela could also create potential strategic opportunities in the region, which we may evaluate in accordance with our investment criteria and risk management framework. As an example of the potential consequences, a sustained adverse price outlook or cost inflation could trigger impairment indicators under IFRS for certain cash-generating units and result in impairment charges, and heightened volatility may lead us to add commodity hedges. Future trade restrictions or related measures could require us to adopt cost-containment strategies that may adversely impact our workforce, operations, and overall competitiveness. Risks relating to the countries in which we operate Our operations may be adversely affected by political and economic circumstances in the countries in which we operate and in which we may operate in the future. All of our current operations are located in South America. If local, regional or worldwide economic trends adversely affect the economy of any of the countries in which we have investments or operations, our financial condition and results of operations could be adversely affected. Oil and natural gas exploration, development and production activities are subject to political and economic risks, including but not limited to changes in energy policies or in the personnel administering them changes in laws and policies governing the operations of foreign-based companies, expropriation of property, cancellation or modification of contract rights, revocation of consents or approvals, the obtaining of various approvals from regulators, foreign exchange restrictions, price controls, currency fluctuations, royalty increases and other risks arising from governmental action. Given the political and social context, the Group may also face risk of loss due to civil strife, acts of war and community-based actions, such as protests or blockades, guerilla activities, terrorism, acts of sabotage, territorial disputes and insurrection. These challenges tend to be greater in developing markets, which represent a key part of our business footprint. The main economic risks we face and may face in the future because of our operations in the countries in which we operate include: ● difficulties incorporating movements in international prices of crude oil and exchange rates into domestic prices; ● the possibility that a deterioration in Colombia’s, Argentina’s and Brazil’s relations with multilateral credit institutions, such as the International Monetary Fund, will negatively impact capital controls and result in a deterioration of the business climate; ● inflation, exchange rate movements (including devaluations), exchange control policies (including restrictions on remittance of dividends), price instability and fluctuations in interest rates; ● liquidity of domestic capital and lending markets; ● changes in tax policies and increased tax burdens; and ● the possibility that we may become subject to restrictions on repatriation of earnings from the countries in which we operate in the future. In addition, our operations in these areas increase our exposure to risks of illegal armed group activities, social unrest, community protests or blockades, expropriation and other governmental actions that may disrupt our operations, require higher security or operating costs, restrict the movement of funds or limit repatriation of profits, lead to sanctions or limit access to markets, and negatively affect investors’ perception of the risk associated with our operations in these countries. Some countries where we operate have experienced, and may continue to experience, political instability, and losses caused by these disruptions may not be covered by insurance. 22 Table of Contents Colombia has experienced periods of unrest, including protests, strikes and road blockades, and its 2026 electoral cycle, which kicked off in 2025, has heightened the risk of renewed instability and policy changes affecting permitting, fiscal terms, community relations and security conditions. In Argentina, macroeconomic and policy uncertainty, including high inflation, recessions, significant exchange rate volatility, foreign-exchange controls, import restrictions, fiscal and external imbalances and a history of sovereign debt restructurings and reliance on multilateral financing, has adversely affected, and may continue to adversely affect, economic activity, access to credit and overall business conditions in the country. These factors, together with the risk of further tightening or modification of exchange controls and potential changes to hydrocarbons, tax and labor frameworks, may disrupt procurement and project schedules, increase our costs, constrain funding and limit the repatriation of cash from our Argentine operations, and could require us to revise our business plans and investment levels in the country. We are also subject to a complex labor regulatory framework and to the presence of powerful labor unions, especially in Argentina. The combination of evolving labor regulation, strong unionization and a relatively high level of labor litigation could increase our labor and compliance costs, expose us to additional claims and disputes, and adversely affect the continuity and efficiency of our operations in that country. Our operations may also be adversely affected by laws and policies in the jurisdictions in which we do business, that affect foreign trade and taxation, and by changes in, or uncertainties in the application of, tax laws in these emerging economies, which may increase our tax liabilities. For example, the Colombian government (i) enacted a tax reform in 2022 that materially impacted oil producing companies by introducing a surtax on corporate income ranging from 0% to 15%, depending on average oil prices, and (ii) in 2025 implemented extraordinary tax measures through states of exception, including a special tax on the sale and export of hydrocarbons and an increased stamp tax rate on public and private documents that record the creation, modification, or extinction of obligations. Additionally, in late 2025 and early 2026, Colombia adopted further extraordinary measures under states‑of‑exception powers. In early 2026, the Colombian Constitutional Court provisionally suspended the nationwide emergency declaration and, as a consequence, ordered that the related tax measures decree would not produce effects pending a final constitutionality ruling. More recently, in February 2026, the Colombian Government declared a new regional State of Economic, Social and Ecological Emergency for 30 days in certain northern and Caribbean departments. Additional extraordinary measures, including temporary fiscal measures, may be adopted in connection with that emergency. These developments underscore the risk of rapid changes and legal uncertainty in the applicability of such measures, which could adversely affect our costs and cash flows. For further information, please see “Item 4. Information on the Company—B. Business Overview—Industry and regulatory framework—Colombia—Regulatory framework—Tax regulations implemented in 2025 and subsequent events in 2026.” Changes in any of these laws or policies, or in how they are implemented, may increase the volatility of domestic securities markets and securities issued abroad by companies operating in these countries, which could materially and adversely affect our financial position, results of operations and cash flows. Furthermore, we may be subject to the exclusive jurisdiction of courts outside the United States or may not be successful in subjecting non-U.S. persons to the jurisdiction of courts in the United States, which could adversely affect the outcome of such dispute. Changes in tax laws may result in increases in our tax payments, which could materially adversely affect our profitability, restrict our ability to do business in our existing and target markets and cause our results of operations to suffer. There can be no assurance that we will be able to maintain our projected cash flow and profitability following any increase in taxes applicable to us and to our operations. We depend on maintaining good relations with the respective host governments and national and provincial oil companies in each of our countries of operation. The success of our business and the effective operation of our fields in each country where we operate, depend on maintaining strong relationships and effective cooperation with government authorities and agencies, including national and provincial oil companies such as Ecopetrol, YPF, GyP, and Petrobras. A failure by us, the host governments, or the respective national and provincial oil companies to cooperate effectively could have an adverse impact on our business, operations and prospects. We seek to manage this risk through regular engagement with host governments, regulatory authorities and national and provincial oil companies, including formal communication channels, joint committees and periodic operational reviews, and by implementing procedures to support compliance with contractual and regulatory obligations. We also participate in industry associations and forums to provide input on energy and regulatory matters that may affect our 23 Table of Contents operations. However, these efforts may not be sufficient to prevent disagreements, changes in government policies or priorities, contract revisions, non-renewals or other adverse actions, any of which could materially and adversely affect our business, operations and prospects. Oil and natural gas companies in Colombia, Argentina, and Brazil operate and have a working and/or economic interest over, yet do not own any of the oil and natural gas reserves in such countries. Under Colombian, Argentine, and Brazilian law, all hydrocarbon resources in these countries are owned by the respective sovereign. Although we have working and/or economic interests in blocks and generally have the power to make decisions regarding marketing of produced hydrocarbons, the governments have authority to determine rights, royalties or compensation for exploration and production. If governments restrict or prevent concessionaires from exploiting reserves, or interfere through regulations relating to restrictions on future exploration and production, price controls, export controls, foreign exchange controls, income taxes, expropriation, environmental legislation or health and safety, this could have a material adverse effect. We are also dependent on government approvals and permits to develop concessions, and changes in policies (including labor relations) or delays in approvals may delay operations or affect contractual arrangements or our ability to meet contractual obligations. Oil and gas operators are subject to extensive regulation in the countries in which we operate. The Colombian, Argentine, and Brazilian hydrocarbons industries are subject to extensive regulation and supervision by their respective governments in matters such as the environment, social responsibility, tort liability, health and safety, labor, the award of exploration and production contracts, the imposition of specific drilling and exploration obligations, taxation, foreign currency controls, price controls, export and import restrictions, capital expenditures and required divestments. In some countries in which we operate, such as Colombia, we are required to pay a percentage of our expected production to the government as royalties. See “Item 4. Information on the Company—B. Business Overview—Industry and regulatory framework—Colombia” and see Note 32.1 to our Consolidated Financial Statements. In Colombia and Argentina, our operations are subject to complex and evolving hydrocarbons and energy regulations and, in the case of Argentina, to emergency measures and a high degree of government intervention, including tariff and price frameworks, domestic market supply obligations, export and import restrictions, subsidies and other regulatory mechanisms. Changes in, or uncertainties regarding the interpretation or enforcement of, these regulations and policies may delay or restrict our projects, increase our operating and capital costs, affect the economic viability of certain developments or restrict our ability to market and export our production, which could materially and adversely affect our business, financial condition, results of operations and cash flows in these jurisdictions. Significant expenditures may be required to ensure our compliance with governmental regulations related to, among other things, licenses for drilling operations, environmental matters, drilling bonds, reports concerning operations, the spacing of wells, unitization of oil and natural gas accumulations, local content policy and taxation. Our operations are subject to security, community and human rights risks that could adversely affect our business. In certain countries where we operate, particularly in Colombia, internal security, community and human rights challenges have had and could continue to have adverse effects on the economy and our operations. Colombia faces persistent internal security and community-related challenges that may negatively affect the Colombian economy and materially disrupt our business. Armed groups, including dissident factions of the Revolutionary Armed Forces of Colombia (“FARC”), the National Liberation Army (“ELN”) and the Clan del Golfo, remain active in several regions and are involved in activities such as drug trafficking, extortion, illegal mining and kidnapping. In some cases, these groups have carried out actions against infrastructure, including oil and gas facilities and pipelines, causing environmental damage and operational disruptions. The ELN has continued to attack oil pipelines, resulting in environmental harm and interruptions to operations. These dynamics, together with broader political and social tensions, increase uncertainty and the risk of escalation. Our operations are conducted in areas where security incidents, social unrest and community-related issues may interrupt or delay exploration and production activities, with risks varying by region. In Casanare and Meta, operations 24 Table of Contents have been affected by blockades and social protests, while in Putumayo the presence of illegal armed groups linked to drug trafficking has contributed to population displacement, protests related to the eradication of illicit crops and risks associated with improvised explosive devices. Any intensification of these conditions could adversely affect our assets, employees, production levels and financial results. In contrast, the security environment in Argentina remains generally under control within a national framework aimed at strengthening territorial control, combating drug trafficking and protecting critical infrastructure. In the province of Neuquén, where a significant portion of Argentina’s oil and gas activity is concentrated, identified risks—such as minor equipment theft, vandalism at remote facilities or occasional local protests—are monitored and managed through preventive plans coordinated with authorities and communities, allowing operations to be carried out without material disruption. To address security, community and human rights risks across our operations, we conduct annual risk assessments that integrate incident analysis, social context and emerging threats. Since 2022, we have strengthened our security and human rights management framework, including requiring contractors and partners to operate in accordance with international standards and the Voluntary Principles on Security and Human Rights. Compliance with national laws and international human rights treaties, as well as engagement with authorities and communities, may require additional resources and could result in project delays. Any failure to effectively manage these risks could have a material adverse effect on our business, financial condition and results of operations. Exposure to corruption and compliance risks in the jurisdictions in which we operate could adversely affect our business, financial condition, and reputation. We operate in jurisdictions that have historically faced transparency challenges and are perceived as having high levels of corruption. Additionally, we are subject to various anti-corruption regulations, including the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act and local anti-corruption and compliance laws in each of the countries where we operate. Enforcement of these regulations has intensified in recent years across the jurisdictions and sector in which we operate, resulting in significant investigations and sanctions against both public and private entities. The institutional and enforcement environment in the countries where we operate is characterized by complex and sometimes inconsistent application of laws and regulations, and a history of investigations involving public officials and private companies. Although we have policies and procedures designed to ensure compliance with applicable anti-corruption, anti-money laundering and other laws, we cannot assure you that our employees, contractors, suppliers, joint venture partners or other third parties with whom we do business will not take actions in violation of such laws and regulations. In addition, we may be adversely affected by investigations, enforcement actions, court decisions or changes in enforcement priorities in Argentina, even if we are not the target of such proceedings, for example, through delays in obtaining permits, revisions to contracts or reputational impacts on the oil and gas sector. Any such events could result in penalties, exclusion from public tenders, contractual disputes, reputational damage and other adverse consequences for our business. Consequently, ethics and compliance breaches have been identified as part of our key strategic risks, reinforcing our commitment to a comprehensive Ethics and Compliance Program. This program includes ethics guidelines, risk-based due diligence, continuous monitoring and controls, a whistleblower mechanism, mandatory training programs, and oversight by both management and the board of directors to mitigate compliance-related risks. Despite these efforts, the materialization of such risks, including legal actions against our operations, directors, employees, or business partners, could result in substantial fines, sanctions, reputational damage, and restrictions on obtaining permits, licenses, or government contracts. Compliance failures could also impact our access to new business opportunities and capital markets, leading to operational disruptions, increased costs and adverse financial consequences. Additionally, evolving regulatory frameworks and shifting political dynamics in our operating jurisdictions may heighten legal risks and increase the complexity and cost of ensuring full adherence to anti-corruption and compliance requirements. We expect that a limited number of financial institutions in the countries in which we operate, as well as some institutions located in the United States, will hold all or most of our cash. We expect that a limited number of financial institutions in the countries in which we operate, as well as some institutions located in the United States, will hold all or most of our cash. Depending on our cash balance in any of our 25 Table of Contents accounts at any given point in time, our balances may not be covered by government-backed deposit insurance programs in the event of default or failure of any bank with which we maintain a commercial relationship. The occurrence of any default or failure of any of the banks in which we have deposits could have a material adverse effect on our business, financial condition, results of operations and cash flows. For example, with regards to our accounts in the United States, while the U.S. Federal Deposit Insurance Corporation provides deposit insurance of US$250,000 per depositor, per insured bank, the amounts that we have in deposits in U.S. banks far exceed that insurance amount. Therefore, if the U.S. government does not impose measures to protect depositors in the event a bank in which our funds are held fails, we may lose all or a substantial portion of our deposits. As of December 31, 2025, 96% of our cash and cash equivalents were maintained in banks ranked within investment grade category. The Colombian government, through the ANH, announced it will not grant any new oil and gas exploration licenses. The current Colombian government has expressed its intention to limit the future expansion of the oil and gas industry in the country. In line with this policy stance, the ANH has been instructed not to enter into new exploration contracts. Although these measures do not affect existing and already granted exploration or production contracts, it may affect our ability to access new acreage through concessions in Colombia, to the extent such decision is not revoked by this or future administrations. Restrictions on foreign exchange and transfer of funds abroad in Argentina could adversely affect our liquidity and financial flexibility. The Argentine government has historically implemented and may continue to impose capital controls and foreign exchange restrictions that limit the ability of companies operating in the country to access the official foreign exchange market for the purchase of foreign currency, transfer of funds abroad, and servicing of foreign currency-denominated obligations. These restrictions have included limitations on dividend payments, repayment of intercompany loans, and access to U.S. dollars for external debt servicing, all of which may create additional financial inefficiencies and increase costs related to the conversion of local currency into U.S. dollars. Additionally, Argentina has experienced periods of high inflation and significant currency devaluation, leading to the emergence of multiple exchange rates, including parallel and unofficial markets. The disparity between the official and alternative exchange rates could result in financial inefficiencies, increased costs, and potential losses when converting local currency into U.S. dollars. In addition, authorities in Argentina may further tighten or modify existing foreign exchange restrictions, introduce new controls or maintain multiple exchange rate regimes for an extended period of time, which could exacerbate the disparity between the official and alternative exchange rates and further limit our ability to access foreign currency at commercially reasonable terms. Further regulatory changes could increase restrictions on foreign exchange transactions, which may adversely affect our ability to repatriate earnings, finance operations, and meet financial commitments in Argentina. If capital controls become more restrictive or if access to foreign currency markets is further constrained, our liquidity, financial condition, and overall business operations in Argentina could be materially and adversely impacted. Risks relating to our common shares An active, liquid, and orderly trading market for our common shares may not develop and the price of our stock may be volatile, which could limit your ability to sell our common shares. Our common shares began trading on the New York Stock Exchange (the “NYSE”) on February 7, 2014 and, as a result, have a limited trading history. We cannot predict the extent to which investor interest in our Company will maintain an active trading market on the NYSE or how liquid that market will be in the future. If an active, liquid and orderly market does not develop or is not sustained, you may have difficulty selling our common shares at the time or price you desire. 26 Table of Contents The market price of our common shares may be volatile and may be influenced by a variety of factors, some of which are beyond our control, including: (i) our operating and financial performance, reserve estimates and identified drilling locations; (ii) quarterly variations in operating results and key financial indicators; (iii) changes in revenue or earnings estimates or reports by equity research analysts (including changes in analyst coverage); (iv) fluctuations in oil and gas prices and broader volatility in the energy sector and global securities markets; (v) the volume and liquidity of trading in our common shares; (vi) sales of our common shares by us or our shareholders, or the perception that such sales may occur, and future issuances of equity or other securities; (vii) litigation, personnel changes and Company announcements; (viii) changes in our dividend policy; (ix) domestic and international economic, legal and regulatory developments; (x) the release or expiration of transfer restrictions on our outstanding common shares; and (xi) changes in the composition of our shareholder base, including the entry of new shareholders with significant stakes in the Company, which may impact our corporate governance, strategic direction and the trading price of our common shares. In addition, volatility from stock deposit certificates in Argentina (CEDEARs) may arise because price differences may occur between the NYSE and the local market where the CEDEARs are traded. Any decision to pay dividends in the future, and the amount of any distributions, is at the discretion of our board of directors, and will depend on many factors, such as our results of operations, financial condition, cash requirements, prospects and other factors. We are committed to return value to our shareholders. From 2018 to 2025, we distributed a total of US$322.9 million to our shareholders, consisting of US$200.1 million through share repurchases and US$122.8 million in cash dividends. However, our availability to continue making distributions to shareholders in the future will depend on many factors, such as our results of operations, financial condition, cash requirements, prospects and other factors. For example, on October 21, 2025, following the Acquisition in Argentina’s Vaca Muerta Formation, our board approved a revised dividend program totaling approximately US$6 million over the following four quarters (US$1.5 million per quarter; US$0.03 per share), beginning with the third quarter of 2025 results payout and ending with the second quarter of 2026 results payout. Dividends will be suspended commencing with the third quarter of 2026 results to align with increased Vaca Muerta capital expenditures, and will be reassessed once positive free cash flow resumes. Future dividends may be suspended, reduced or discontinued at any time. Furthermore, we are subject to Bermuda legal constraints that may affect our ability to pay dividends on our common shares and make other payments. Under the Companies Act, 1981 (as amended) of Bermuda (the “Companies Act”), we may not declare or pay a dividend or make a distribution out of contributed surplus, if there are reasonable grounds for believing that (i) we are, or would after the payment be, unable to pay our liabilities as they become due; or (ii) that the realizable value of our assets would thereby be less than our liabilities. We are also subject to contractual restrictions under certain of our indebtedness. “Contributed surplus” is defined for purposes of section 54 of the Companies Act to include the proceeds arising from donated shares, credits resulting from the redemption or conversion of shares at less than the amount set up as nominal capital and donations of cash and other assets to the company. Pursuant to the share purchase agreement entered into by and between GeoPark and Colden by virtue of which Colden acquired approximately 20% of GeoPark’s outstanding common shares (the “SPA”), for so long as Colden owns at least 15% of GeoPark’s outstanding common shares, we may not declare or pay dividends without approval by Colden, or at least one of the directors nominated by Colden. For more details on the SPA, please refer to “Item 4. Information on the Company—B. Business Overview—Recent Developments—Strategic Equity Investment by Grupo Gilinski.” We are a holding company and our only material assets are our equity interests in our operating subsidiaries and our other investments; as a result, our principal source of revenue and cash flow is distributions from our subsidiaries; our subsidiaries may be limited by law and by contract in making distributions to us. As a holding company, our only material assets are our cash on hand, the equity interests in our subsidiaries and other investments. Our principal source of revenue and cash flow is distributions from our subsidiaries. Thus, our ability to service our debt, finance acquisitions and pay dividends to our stockholders in the future is dependent on the ability of our subsidiaries to generate sufficient net income and cash flows to make upstream cash distributions to us. Our subsidiaries are and will be separate legal entities, and although they may be wholly-owned or controlled by us, they have no obligation to make any funds available to us, whether in the form of loans, dividends, distributions or otherwise. The ability of our 27 Table of Contents subsidiaries to distribute cash to us will also be subject to, among other things, restrictions that are contained in our subsidiaries’ financing and joint operations agreements, availability of sufficient funds in such subsidiaries and applicable state laws and regulatory restrictions. Claims of creditors of our subsidiaries generally will have priority as to the assets of such subsidiaries over our claims and claims of our creditors and stockholders. To the extent the ability of our subsidiaries to distribute dividends or other payments to us could be limited in any way, our ability to grow, pursue business opportunities or make acquisitions that could be beneficial to our businesses, or otherwise fund and conduct our business could be materially limited. We may not be able to fully control the operations and the assets of our joint operations and we may not be able to make major decisions or take timely actions with respect to our joint operations unless our joint operation partners agree. We may, in the future, enter into joint operations agreements imposing additional restrictions on our ability to pay dividends. Sales of substantial amounts of our common shares in the public market, or the perception that these sales may occur, could cause the market price of our common shares to decline. We may issue additional common shares or convertible securities in the future, for example, to finance potential acquisitions of assets, which we intend to continue to pursue. Sales of substantial amounts of our common shares in the public market, or the perception that these sales may occur, could cause the market price of our common shares to decline. This could also impair our ability to raise additional capital through the sale of our equity securities. Under our memorandum of association, we are authorized to issue up to 5,171,949,000 common shares, of which 51,707,198 common shares were outstanding as of December 31, 2025. We cannot predict the size of future issuances of our common shares or the effect, if any, that future sales and issuances of shares would have on the market price of our common shares. For examples of purchase and sales of substantial amounts of our common shares, please refer to “— Certain shareholders have substantial influence over us and could limit your ability to influence the outcome of key transactions, including a change of control”. The adoption and implementation of our shareholder rights plan could lead to, among other adverse effects, dilution of shareholder value and negative market perception. Our shareholder rights plan could also deter acquisitions that may otherwise be beneficial to our shareholders. On June 3, 2025, our board of directors adopted a limited-duration shareholder rights agreement (commonly referred to as a “Poison Pill” or a “Rights Plan”), further amended on March 5, 2026. For more details on the rights agreement, see “Item 10. Additional Information—B. Memorandum of association and bye-laws.” The Rights Plan could lead to significant dilution of our outstanding shares in the event of a triggering acquisition. This dilution could negatively impact the value of existing shares and reduce earnings per share for current shareholders. Any potential acquirer could face substantial dilution as well, which could make it more difficult or costly for them to acquire a controlling interest in us. Further, the existence of the Rights Plan could be perceived by the market or potential investors as a defensive tactic to entrench current management and prevent beneficial acquisitions. This perception could negatively impact the market price of our securities or affect our reputation with investors, potentially resulting in reduced investor interest or a decline in the price of our securities. In addition, the Rights Plan could deter potential acquirers or strategic partners from pursuing acquisition opportunities, joint ventures, or other forms of strategic collaboration. This could limit our ability to engage in transactions that may otherwise be in our best interest or the best interests of our shareholders. The Rights Plan also grants substantial discretion to our board of directors to determine whether to trigger the Rights Plan. While our board of directors is expected to act in our and our shareholders’ best interests, there is a risk that such discretion could be perceived as self-serving, especially if our board of directors blocks a legitimate acquisition offer to protect its own position. This could lead to shareholder dissatisfaction or legal challenges. As part of the investment in GeoPark by Colden, we have agreed to terminate the Rights Plan on or prior to our 2026 Annual Meeting of Shareholders. 28 Table of Contents Provisions of the Notes due 2027 and Notes due 2030 could discourage an acquisition of us by a third party. Certain provisions of the Notes due 2027 and Notes due 2030 could make it more difficult or more expensive for a third party to acquire us or may even prevent a third party from acquiring us. For example, upon the occurrence of a change of control, holders of the Notes due 2027 and Notes due 2030 will have the right, at their option, to require us to repurchase all of their notes at a purchase price equal to 101% of the principal amount thereof plus any accrued and unpaid interest (including any additional amounts, if any) to the date of purchase. By discouraging an acquisition of us by a third party, these provisions could have the effect of depriving the holders of our common shares of an opportunity to sell their common shares at a premium over prevailing market prices. Certain shareholders have substantial influence over us and could limit your ability to influence the outcome of key transactions, including a change of control. Certain members of our board of directors and our executive officers held 15.0% of our outstanding common shares as of March 19, 2026, holding the shares either directly or through privately held funds. As a result, these shareholders, if acting together, would be able to influence matters requiring approval by our shareholders, including the election of directors and the approval of amalgamations, mergers, or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree, and which may be adverse to your interests. The concentration of ownership may have the effect of delaying, preventing, or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common shares as part of a sale of our company and might ultimately affect the market price of our common shares. See “Item 7. Major Shareholders and Related Party Transactions—A. Major shareholders” for a more detailed description of our share ownership. We may also be exposed to aggressive stakebuilding by third parties. The Rights Plan adopted by our board is designed to protect all shareholders in light of unusually rapid stock accumulation by a single investor. Under the plan, the rights become exercisable if any person or group acquires 12% or more of our outstanding common shares (including through derivatives), unless approved by the board (which was the case in connection with the Colden investment in GeoPark as further described below). For example, in May 2025, Pampa Energy Inc. acquired a 10.17% shareholding in GeoPark, which it later reduced to 4.43% in September 2025. According to disclosures made by Pampa Energy Inc. during its third quarter 2025 earnings call, the company stated that it no longer had any equity exposure to GeoPark. In October 2025, Parex Resources Inc. publicly disclosed that it had acquired an approximately 11.8% shareholding in GeoPark in connection with an unsolicited acquisition proposal that, following an internal review and analysis, our board of directors unanimously determined significantly undervalued GeoPark and therefore rejected. In addition, in February 2026, Parex Resources Inc. announced the nomination of director candidates for election at the Company’s 2026 Annual Meeting of Shareholders. Similarly, pursuant to the SPA dated as of March 5, 2026, whereby Colden acquired approximately 20% of GeoPark Limited’s outstanding common shares, Colden has certain board nomination and governance rights and imposes certain voting obligations. In particular, Colden has the right to nominate (i) three directors if Colden beneficially owns at least 28% of GeoPark’s outstanding common shares, (ii) two directors if Colden beneficially owns at least 15% but less than 28% of GeoPark’s outstanding common shares, and (iii) one director if Colden beneficially owns at least 7.5% but less than 15% of GeoPark’s outstanding common shares. Colden’s board nomination rights include certain rights with respect to representation on committees of the board (other than the audit committee) and the removal and replacement of Colden’s nominee directors. From the closing of the investment until the earlier of GeoPark’s second annual general meeting thereafter and the date when Colden no longer has the right to nominate any directors, Colden is obligated to vote its shares in accordance with the board’s recommendation with respect to the election or removal of directors. Furthermore, for so long as Colden owns at least 15% of GeoPark’s outstanding common shares, GeoPark may not take certain specified actions without approval by Colden or at least one of the directors nominated by Colden, including (subject to certain exceptions): (i) issuing equity or equity-linked securities in excess of 5% of GeoPark’s fully diluted share capital; (ii) amending GeoPark’s governing documents in a manner adverse to Colden; (iii) entering into, modifying or terminating certain related-party transactions; (iv) changing the board size; (v) declaring or paying dividends; and (vi) repurchasing or otherwise acquiring GeoPark’s outstanding share capital. In order to permit the acquisiton from Colden under the SPA, GeoPark Limited amended the Rights Plan. For more details on the rights agreement, see “Item 4. Information on the 29 Table of Contents Company—B. Business Overview—Recent Developments—Strategic Equity Investment by Grupo Gilinski” and “Item 10. Additional Information—B. Memorandum of association and bye-laws.” These developments illustrate the potential for rapid changes in significant shareholdings, including changes in the composition of our shareholder base, which may lead to increased trading volatility and influence our governance and strategic direction. They may also result in potential misalignment between the interests of significant shareholders and those of our broader shareholder base. Shareholder activism could cause us to incur significant expenses, hinder execution of our business strategy and impact our stock price. Shareholder activism has been increasing generally and in the energy industry specifically. Investors may attempt to effect changes to our business or governance, such as with respect to climate change or otherwise, by means such as shareholder proposals, public campaigns, proxy solicitations or other means. Such actions could adversely impact us by distracting the board and employees from core business operations, increasing advisory fees and related costs, interfering with our ability to successfully execute on strategic transactions and plans and provoking perceived uncertainty about the future direction of the business. Recent shareholder activism and rapid stakebuilding activities may require us to adopt defensive measures and devote significant management time and resources to evaluating alternatives and responding to such actions, which could increase our costs and affect execution of our strategy. For example, in 2025 we experienced unusually rapid stock accumulation by certain investors and received an unsolicited acquisition proposal, which required additional advisory and other costs and management attention and may have affected trading dynamics and our stock price. See “—Certain shareholders have substantial influence over us and could limit your ability to influence the outcome of key transactions, including a change of control” for additional context. As a foreign private issuer, we are subject to different U.S. securities laws and NYSE governance standards than domestic U.S. issuers. This may afford less protection to holders of our common shares, and you may not receive corporate and company information and disclosure that you are accustomed to receiving or in a manner in which you are accustomed to receiving it. As a foreign private issuer, the rules governing the information that we disclose differ from those governing U.S. corporations pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although we intend to report quarterly financial results and report certain material events, we are not required to file quarterly reports on Form 10-Q or provide current reports on Form 8-K disclosing significant events within four days of their occurrence and our quarterly or current reports may contain less information than required under U.S. filings. In addition, we are exempt from the Section 14 proxy rules, and proxy statements that we distribute will not be subject to review by the SEC. Our exemption from Section 16 rules regarding sales of common shares by insiders means that you will have less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act. As a result, you may not have all the data that you are accustomed to having when making investment decisions. For example, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder with respect to their purchases and sales of our common shares. The periodic disclosure required of foreign private issuers is more limited than that required of domestic U.S. issuers and there may therefore be less publicly available information about us than is regularly published by or about U.S. public companies. See “Item 10. Additional Information—H. Documents on display.” As a foreign private issuer, we are exempt from complying with certain corporate governance requirements of the NYSE applicable to a U.S. issuer, including the requirement that a majority of our board of directors consist of independent directors as well as the requirement that shareholders approve any equity issuance by us which represents 20% or more of our outstanding common shares. As the corporate governance standards applicable to us are different than those applicable to domestic U.S. issuers, you may not have the same protections afforded under U.S. law and the NYSE rules as shareholders of companies that do not have such exemptions. 30 Table of Contents There are regulatory limitations on the ownership and transfer of our common shares which could result in the delay or denial of any transfers you might seek to make. The permission of the Bermuda Monetary Authority is required, under the provisions of the Exchange Control Act 1972 and related regulations, for all issuances and transfers of shares (which includes our common shares) of Bermuda companies to or from a non-resident of Bermuda for exchange control purposes, other than in cases where the Bermuda Monetary Authority has granted a general permission. The Bermuda Monetary Authority, in its notice to the public dated June 1, 2005, has granted a general permission for the issue and subsequent transfer of any securities of a Bermuda company from and/or to a non-resident of Bermuda for exchange control purposes for so long as any “Equity Securities” of the company (which would include our common shares) are listed on an “Appointed Stock Exchange” (which would include the New York Stock Exchange). In granting the general permission the Bermuda Monetary Authority accepts no responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed in this annual report. Any changes in the permission granted by the Bermuda Monetary Authority and related regulations could result in a delay or denial of any transfer of shares an investor might seek. We are a Bermuda company, and it may be difficult for you to enforce judgments against us or against our directors and executive officers. We are incorporated as an exempted company under the laws of Bermuda and our assets are substantially located in Colombia and Argentina. In addition, several of our directors and executive officers reside outside the United States and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may be difficult or impossible to effect service of process within the United States upon us, or to recover against us on judgments of U.S. courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. Further, no claim may be brought in Bermuda against us or our directors and officers in the first instance for violation of U.S. federal securities laws because these laws have no extraterritorial application under Bermuda law and do not have force of law in Bermuda. However, a Bermuda court may impose civil liability, including the possibility of monetary damages, on us or our directors and officers if the facts alleged in a complaint constitute or give rise to a cause of action under Bermuda law. There is no treaty in force between the United States and Bermuda providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. However, the courts of Bermuda would recognize any final and conclusive monetary in personam judgement obtained in a U.S. court (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give a judgement based thereon provided that (i) the U.S. court that entered the judgment is recognized by the Bermuda court as having jurisdiction over us or our directors and officers, as determined by reference to Bermuda conflict of law rules, (ii) such court did not contravene the rules of natural justice of Bermuda, such judgment was not obtained by fraud, the enforcement of the judgment would not be contrary to the public policy of Bermuda, (iii) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of Bermuda, and (iv) there is due compliance with the correct procedures under the laws of Bermuda. In addition, and irrespective of jurisdictional issues, the Bermuda courts will not enforce a U.S. federal securities law that is either penal or contrary to Bermuda public policy. An action brought pursuant to a public or penal law, the purpose of which is the enforcement of a sanction, power or right at the instance of the state in its sovereign capacity, will not be entertained by a Bermuda court. Certain remedies available under the laws of U.S. jurisdictions, including certain remedies under U.S. federal securities laws, would not be available under Bermuda law or enforceable in a Bermuda court, as they would be contrary to Bermuda public policy. The transfer of our common shares may be subject to capital gains taxes pursuant to indirect transfer rules in Colombia. In August 2020, the Colombian government enacted Decree 1103 that regulates the indirect transfer tax established in article 90-3 of the Colombian Tax Code. Through this regulation, the transfer of shares and assets of entities located abroad are taxed in Colombia when such transaction represents a transfer of assets located in Colombia (“Colombian Assets”). Although certain conditions and exemptions apply, corporate reorganizations shall monitor this new regulation. As we indirectly own Colombian Assets, the indirect transfer rules would apply to transfers of our common shares provided 31 Table of Contents certain conditions outside of our control are met. If such conditions were present and as a result the indirect transfer rules were to apply to sales of our common shares, such sales would be subject to indirect transfer tax on the capital gain realized in connection with such sales. For a description of the indirect transfer rules and the conditions of their application see “Item 10. Additional Information—E. Taxation—Colombian tax on transfers of shares.” Legislation enacted in Bermuda as to Economic Substance may affect our operations. Pursuant to the Economic Substance Act 2018 (as amended) of Bermuda (the “ES Act”) that came into force on January 1, 2019, a registered entity other than an entity which is resident for tax purposes in certain jurisdictions outside Bermuda (“non-resident entity”) that carries on as a business any one or more of the “relevant activities” referred to in the ES Act must comply with economic substance requirements. The ES Act may require in-scope Bermuda entities which are engaged in such “relevant activities” to be directed and managed in Bermuda, have an adequate of qualified employees in Bermuda, incur an adequate level of annual expenditure in Bermuda, maintain physical offices and premises in Bermuda or perform core income-generating activities in Bermuda. The list of “relevant activities” includes carrying on any one or more of: banking, insurance, fund management, financing, leasing, headquarters, shipping, distribution and service center, intellectual property and holding entities. The ES Act could affect how we operate our business, which could adversely affect our business, financial condition and results of operations. Although it is presently anticipated that the ES Act will have little material impact on us or our operations, as the legislation is new and remains subject to further clarification and interpretation, it is not currently possible to ascertain the precise impact of the ES Act on us.