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Establishment of the Kumul Petroleum Holdings Group of Companies

Creation of NPCP Kroton Limited

NPCP Kroton Limited was incorporated on 2nd June 2008 under the name Kroton No. 2 Limited. The name was subsequently changed to National Petroleum Company of PNG (Kroton) Limited (NPCP Kroton) on 23rd September 2010, at which time it was mandated by the Independent State of Papua New Guinea (State) to be a special purpose vehicle to hold and manage the State’s 16.574481 percent interest in the PNGLNG Project.

In 2011, the National Executive Council (NEC) through NEC Decision No. 105/2011 directed that NPCP Kroton be restructured and made a business unit within IPBC and the company was retained as a shelf company.

On 30th January, 2013 through NEC Decision No. 18/2013, the NEC rescinded the previous NEC Decision No. 105/2011, and directed that NPCP Kroton be revived and its full functions be restored. The Decision approved the appointment of the Board and the Managing Director and employment of NPCP Kroton’s staff as well as directing IPBC to finance its capacity building and annual plans.

In early 2014, the Board of NPCP Kroton met and approved the establishment of a NPCP Group in accordance with NEC Decision No. 108/2011. NEC Decision No. 108/2011 provided for the creation of a holding company – NPCP Holdings Limited – as a 100% owned subsidiary of IPBC and for the creation of subsidiaries under NPCP Holdings.

Creation of NPCP Holdings Limited

NPCP Holdings Limited was incorporated on 16th December 2013 as Telemu No. 90 Limited and changed its name to NPCP Holdings Limited on 04th March 2014.

On 2nd September 2014, the NEC through NEC Decision No. 264 /2014, approved the establishment of NPCP Holdings Limited as a wholly-owned subsidiary of IPBC and further directed that all petroleum assets of the State, including the Oil Search shares held by the Department of Treasury, all petroleum assets held through Petromin and the NPCP Kroton shares held by IPBC be consolidated into NPCP Holdings Limited. Based on this direction, the shares of NPCP Kroton Limited held by IPBC were transferred to NPCP Holdings Limited on 17th December 2014. The NEC decision was consistent with the Government’s plans to park all the State’s oil and gas interest in a national oil and gas corporation and paved the way for the transition of NPCP Holdings Limited to Kumul Petroleum Holdings Limited.

Transition to Kumul Petroleum Holdings Limited

The Kumul Petroleum Holdings Limited Authorization Act 2015 was passed by the National Parliament in the June Parliament sitting in line with the Government’s Kumul Consolidation Agenda.

The Notice of Commencement of the Kumul Petroleum Holdings Limited Authorization Act 2015 (“Kumul Petroleum Act”) was published in the National Gazette on Thursday 01st October 2015 with the Kumul Petroleum Act commencing retrospectively as at 30th September 2015. . The Kumul Petroleum Act.

Consistent with the Kumul Petroleum Act, NPCP Holdings Limited was required to have its name changed to Kumul Petroleum Holdings Limited at the Companies Register at IPA with the registration of the name change completed in October 2015.