Maha Energy : AR2023 En

M A H A- E N E R G Y.C O M

2 0 2 3

A N N U A L

R E P O R T

M A H A - E N E R G Y. C O M

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2023 Highlights

200

MILLION USD

Divestment of previous

assets for up to USD

200 million

Strategic entry into Venezuela

New assets acquired

offshore Brazil

Acquisition of 5% of 3R Petroleum

A N N U A L R E P O R T

02 32

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About Maha

Maha Energy is a leading Swedish listed player in the oil and gas industry. Maha is focused on developing and operating productive fields to maximize value, while seizing special situation opportunities to drive profitability and generate value to its shareholders. The Company began its journey in 2013 and celebrated 10 years in 2023. With a team of industry experts and main offices in Sweden and Brazil, Maha is publicly traded on Nasdaq Stockholm's Main Market under the ticker symbol MAHA-A.

Maha Energy's shares are traded on the Nasdaq Main Market in Stockholm under the ticker symbol 'MAHA-A (publ)'.

Throughout its first decade, Maha has transformed into an innovative independent energy platform, strategically growing by acquiring and developing profitable oil and gas assets. The Company focuses on developing underper- forming hydrocarbon assets on a global basis, with the goal of building a diversified and balanced portfolio between mature onshore and offshore oil and gas assets.

The Sustainability Report is published as a separate document, available on maha-energy.com.

Content

02	Letter to Shareholders
04	2023 Operational Highlights
06	Strategy for Value Creation
12	Board & Management
18	The Share
20	Corporate Governance Report

30

47

92

96

97

101

Administration Report

Financial Statements

Key Financial Data and Ratios

Board Assurance

Auditor's Report

Definitions

Corporate Calendar

M A H A- E N E R G Y.C O M

Information Regarding AGM

The Annual General Meeting of shareholders of Maha Energy AB (publ) will be held on Wednesday, May 29, 2024, 2:00 p.m. CEST at Setterwalls on Sturegatan 10 in Stockholm, Sweden. The notice and the complete proposals will be available at www.maha-energy.com.

The Company plans to publish its

2024 Quarterly Reports as follows:

01 QUARTER 01

Three Month Report 2024

May 28, 2024

02 QUARTER 02

Six Month Report 2024

August 12, 2024

03 QUARTER 03

Nine Month Report 2024

November 18, 2024

1

02

Letter to Shareholders

2 0 2 3 A N N U A L R E P O R T

Dear Friends and Fellow Shareholders:

During 2023, Maha delivered on our strategy and undertook numerous initiatives which have set the stage for an exciting 2024 and beyond. With this 'new Maha', we intend to focus capital and resources on projects in Latin America, where we have the people, experience and local relationships to succeed.

Maha has emerged in 2024 as an innovative and progressive energy platform with a strong financial position, fully equipped to pursue growth and profitability in Latin America.

Maha's transformational changes were completed in just over

12 months, and include:

• restructuring our asset portfolio while maintaining stable production levels;
• securing a substantial cash position through asset divestitures;
• acquiring new assets that afford future development opportunities;
• revitalization of our board of directors and management team;
• relocation of our operational office to Rio in Brazil and substantially closing the Canadian office; and
• introducing a new four-step strategy to optimize value creation.

2

Setting the Stage

The business combination with DBO Energy that Maha completed in early 2023 gave the Company a 15% equity stake in 3R Offshore, a division of one of the most prominent independent oil and gas companies in Brazil, 3R Petroleum Óleo e Gás S.A. ("3R Petroleum"), a company I was intimately involved in the founding and early growth of alongside certain of our board members. The 3R Offshore interest gives Maha exposure to the Papa Terra and Peroá clusters in offshore Brazil and laid the groundwork for our acquisition of a 5% equity interest in 3R Petroleum early in 2024.

We took steps during 2023 to strategically streamline the asset base by divesting our Brazilian onshore fields at Tartaruga and Tie; our LAK asset in the U.S., and finally Block 70, Oman. The divestments yielded a total consideration of over USD 200 million, including earnouts of USD 48 million. In the fall, we secured an exclusivity agreement and in March 2024 signed the definitive agreements to acquire between 24% and 40% of the Venezuelan oil company named PetroUrdaneta from Novonor Latinvest, expanding Maha's Latin American footprint, and affording access to the world's largest oil reserve which have been under-capitalized for years.

Maha's Four Steps to Achieve Value Creation

Based on our intimate knowledge of our assets, we are very optimistic about its substantial potential, and we are committed to boosting the visibility of its fair market value. As a result, we developed a four-step value creation strategy that includes: 1) maximizing current assets; 2) driving consolidation in Brazilian onshore; 3) optimizing value in Brazilian offshore; and 4) continuing to advance our position in Venezuela.

New Company, New Strategy

and New Way Forward

Maha is a completely different company today, in a strong financial position and ready to embark on a promising growth journey. We have a platform for substantial expansion in both onshore and offshore Brazil, as well as exciting opportunities with limited downside financial exposure in Venezuela.

Maha continues to advance the groundwork, due diligence and preparations to commence operations in Venezuela while closely monitoring the political landscape in the country, including pursuing general or specific U.S. sanctions licensing that may be required to continue activities going forward. In addition to Venezuela, Maha will continue to be engaged in opportunities throughout Latin America

that could leverage our financial and operational capabili- ties, ultimately generating value to our shareholders.

Maha has an experienced management and board in place, who are strongly aligned with shareholders and are advancing clear plans to pursue growth and profitability in Latin America. As we advance projects, Maha remains committed to boosting the visibility of our current assets' fair market value to benefit all stakeholders. With our strong cash on hand, we are fully financed for our present growth plans, including attractive M&A opportunities. We are also hoping to soon be in the position when Maha will be a dividend paying company.

Thank you for your continued

support and confidence.

Kjetil Braaten Solbraekke

Chief Executive Officer

Maha Energy

M A H A- E N E R G Y.C O M

3

2023 Operating Highlights

1,942

BOEPD

Total Production

Daily oil production from continuing

operations averaged 197 BOEPD, including non-consolidated production from investment in associate 3R Offshore of 1,745 BOEPD, total production amounted to 1,942 BOEPD

5.2	Revenue from continuing
operations of 5.2 million
MILLION
2.2	Operating netback from continuing
operations of 2.2 million
MILLION
131.1	Total cash balance on 31 December
2023 of 131.1 million, including
MILLION	restricted cash of 42.8 million (31
	December 2022: 15.2 million, excluding
	cash from assets held for sale)

Maha Asset Portfolio as at December 31, 2023

		Maha Working		2P reserves
Country	Concession name	Interest (%)	Status	(mmoboe)	BOEPD 2023 Partner & Associate
USA	Il Basin (various)	98.41%	Producing	2.8*	165	-
Brazil	Peroá cluster	15%	Producing	1.8*	516	3R Offshore (Associate)
Brazil	Papa Terra cluster	9.38%	Producing	21.2*	1,535	3R Offshore (Associate)
						and Nova Técnica Energia

* Per December 31, 2023

2 0 2 3 A N N U A L R E P O R T

Transformational Events Over the Past Year and into 2024			Signing
										of definitive
										documents
										to acquire
								Aquires 5% of	up to 40% of
								PetroUrdaneta
								3R Petroleum
								shares and
								proposes
								Mar
								consolidation
								2024
								plan
						Signing SPA to
				Signing of	exit from block
				70 in Oman
		Closing of DBO	exclusivity			Jan
Closing of Maha	transaction	to aquire up			2024
Brazil's sale to			to 40% of
PetreReconcavo			PetroUrdaneta
for up to USD
187 million					Jan
						2024
				Oct
		May	2023
Feb
2023
2023

In a short period, the new management put together a series of actions that set the background for a new growth strategy

4

Actions & Strategic Impacts

Maha's Actions	Strategic Impact
Divested onshore	• Bolstered cash position
Brazilian asset subsidiary to	• Support future acquisitions and growth initiatives
PetroReconcavo (Feb/23)
Finalized business combina-	• Gains 15% equity interest in 3R Offshore and producing Brazilian fields
tion with DBO (May/23)	through the Peroá cluster and Papa Terra cluster
	• Reinforces the construction of a diversified portfolio balanced between
	onshore and offshore mature oil and gas assets.
	• Brazil remains interesting jurisdiction for Maha given royalty and tax
	advantages.
Strengthened Maha's	• Kjetil Solbraekke to CEO and Paulo Thiago Mendonça to Board Chair (Sept/23)
leadership through various	• Guilherme Guidolin de Campos to CFO (Mar/23)
appointments
• Javier Gremes Cordero to COO (Dec/23)
(Feb-Dec/23)
	• Barbara Bittencourt to Chief Legal Officer. (Feb/23)
Divested of US LAK assets	• Avoids future expenses and operating costs for an asset without cash flow
(Q3/23)	generation and growth perspective
	• Supports reinvestment into projects that align with Maha's strategic goals of
	optimizing capital structure and streamlining asset base, featuring greater
	value creation potential and decreased risk
Divested Block 70 in Oman	• 35% farmed-out for historical costs (Jan/23), final sales agreement
to Mafraq Energy LLC	of remaining 65% (Jan/24)
(Jan/24)	• Risk reduction + cash proceeds
	• Further streamlining of asset base to concentrate on Latin American
	portfolio, while keeping a share of Block 70 project's potential upside
	through our earnouts
Definitive agreement to	• Exclusivity agreement signed (Oct/23) and Definitive Documents executed
acquire 24% - 40% of	(Mar/ 2024)
PetroUrdaneta signed	• Establishes footprint in Venezuela, which has the world's largest oil reserves,
(Mar/24)
and an estimated resources base of more than 8 billion barrels of oil in place
	at PetroUrdaneta field
	• Transaction's closing subject to the fulfillment of certain condition precedent
Acquired 5% of Brazil oil and	• Maha's investment strategy in 3R Petroleum outlines the initiation of a consol-
gas company 3R Petroleum	idation plan within the Brazilian oil and gas industry
(Jan/24)	• Consolidation offering synergies, cost reduction, and improved negotiating
	power
	• Significant shareholder value to be unlocked

M A H A- E N E R G Y.C O M

5

06

Strategy for Value Creation

Current Asset Portfolio

First opportunity to enhance value creation is by simply optimizing and expanding capabilities of our existing assets, which offer opportunity for significant value increase for Maha.

Note: PetroUrdaneta is not currently part of Maha´s portfolio

M A H A- E N E R G Y.C O M

Illinois

United States

	5% of 3R
PetroUrdaneta	Petroleum
Brazil
Venezuela
	Peroá
	Brazil

Papa Terra

Brazil

Onshore Offshore

Current Portfolio Snapshot:

• Production Q4 2023 (consolidated and non-consolidated) 2,217 boe per day
• 2P Reserves 25.8 million boe
• Maha Portfolio NAV of USD 237.5 million
• 3R Petroleum`s Shares -
  12,019,184 shares (5% of capital stock, valued at appr USD
  73 million mid-March 2024)
• Maha Energy Total NAV of USD 347.0 million

Potential Production From Current Assets Based On Reserve Reports¹ (Boepd)

								16,000
	Papa Terra	Peroá	IB		Malombe	5% of 3R	24% of PetroUrdaneta
								12,000
								8,000
								4,000
								-
2023	20241		2025	2026	2027	2028	2029	2030

1. 2024 production based on January 2024 production. The rest of the years based on public information from 3R Petroleum's Reserve Report and McDaniel's Reserve Report for IB; Also including potential production from Malombe.

7

Papa Terra

Papa Terra is a heavy oilfield located in deep waters in the Campos Basin, in which Maha has an indirect working interest of 9.375% due to our equity participation of 15% in 3R Offshore, who is also the operator. Papa Terra is a state-of-the-art asset having only six years of operations, and benefits from historical infrastructure investments totaling approximately USD $3 billion (gross). The field is developed with an FPSO (3R-3) and a Tension Leg Wellhead Platform (3R-2), with a combined processing capacity of 140,000 barrels of oil per day.

Almost 2 billion bbls of oil in place in Papa Terra - only 2.8% recovered and 11.9% 2P recovery factor = Room for reserves increase

Rio de						Papa Terra Potential Production (100%)
Janeiro	Campos
	Basin	25.0

16.4

12.9

E P O R T	Papa Terra
2 0 2 3 A N N U A L R				3Q23	4Q23	Mid-2024

kbbls/d

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