VAALCO Energy (EGY) Proxy filing summary

Executive summary

• Achieved consistent operational and financial results in 2025, meeting or exceeding guidance each quarter and returning $26.5 million in dividends to shareholders, with over $115 million returned since Q4 2021 through dividends and buybacks.

• Expanded asset base through acquisitions and organic growth, including divesting Canadian assets and increasing positions in Côte d'Ivoire, Gabon, and Egypt, while focusing on sustainable shareholder returns.

• Invested $236 million in capital expenditures in 2025, with significant drilling and refurbishment projects to support future growth.

• Confirmed operator status in key fields and completed successful drilling campaigns, positioning for meaningful organic growth.

Voting matters and shareholder proposals

• Shareholders will vote on: election of five directors for one-year terms, ratification of KPMG LLP as independent auditor for 2026, advisory approval of executive compensation, and approval of amendments to the 2020 Long Term Incentive Plan (LTIP) to increase share reserve, revise recycling rules, and extend the plan's term.

• Board recommends voting FOR all proposals.

• Voting can be done online, by phone, or by mail, with detailed procedures provided.

Board of directors and corporate governance

• Board consists of five nominees, four of whom are independent; all directors stand for annual election.

• Committees include Audit, Compensation, ESG, Strategic, and Technical and Reserves, with all committee members meeting independence requirements.

• Board diversity includes gender, ethnic, and tenure diversity; 80% of nominees are independent.

• Annual board and committee evaluations are conducted, and robust stock ownership guidelines are enforced.