March 17, 2025 - 20-F: Annual and transition report of foreign private issuers [Sections 13 or 15(d)]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from to

Commission file number: 001-41870


	Diversified Energy Company PLC
	(Exact name of Registrant as specified in its charter)

	Not Applicable		England and Wales
	(Translation of Registrant’s name into English)		(Jurisdiction of incorporation or organization)

	1600 Corporate Drive Birmingham, Alabama 35242 Tel: +1 205 408 0909		Bradley G. Gray Diversified Energy Company PLC 1600 Corporate Drive Birmingham, Alabama 35242 Tel: +1 205 408 0909
	(Address of principal executive offices)		(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered, pursuant to Section 12(b) of the Act


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, nominal (par) value £0.20 per share	DEC	New York Stock Exchange
Ordinary shares, nominal (par) value £0.20 per share	DEC	London Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the annual report: N/A

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange

Act of 1934. Yes ¨ No þ

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their

obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12

months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§

232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large

accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


¨ Large accelerated filer		þ Accelerated filer		¨ Non-accelerated filer		¨ Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended

transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial

reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the

correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the

registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


¨ U.S. GAAP		þ International Financial Reporting Standards as issued by the International Accounting Standards Board		¨ Other

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934

subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

Diversified Energy Company PLC

2024 Annual Report & Form 20-F

For the Year Ended December 31, 2024

Table of Contents


	Page
Cross Reference to Form 20-F	1
Strategic Report	3
A Differentiated Business Model	3
Geographic Operating Areas	3
Key Facts	4
Strategy	4
Key Performance Indicators	5
Our Business	7
Sustainability Review	17
Financial Review	20
Risk Management Framework	31
Risk Factors	34
Viability and Going Concern	50
Corporate Governance	52
The Chairman’s Governance Statement	52
Governance Framework	52
Our Approach to Governance	55
Board of Directors & Senior Management	57
Directors’ Report	60
The Nomination & Governance Committee’s Report	65
The Audit & Risk Committee’s Report	67
The Remuneration Committee’s Report	72
The Sustainability & Safety Committee’s Report	93
Group Financial Statements	96
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)	97
Consolidated Statement of Comprehensive Income	99
Consolidated Statement of Financial Position	100
Consolidated Statement of Changes in Equity	101
Consolidated Statement of Cash Flows	102
Notes to the Group Financial Statements	103
Supplemental Natural Gas & Oil Information (Unaudited)	145
Additional Information (Unaudited)	148
Payments to Governments Report	148
Alternative Performance Measures	150
Officers and Professional Advisors	153
Shareholder Information	154
Glossary of Terms	160
Exhibits	162
Signatures	164

We have prepared our financial statements and the notes thereto in accordance with IFRS as issued by the International Accounting Standards Board.

To provide metrics that we believe enhance the comparability of our results to similar companies, throughout this Annual Report & Form 20-F, we refer

to Alternative Performance Measures (“APMs”). APMs are intended to be used in addition to, and not as an alternative for the financial information

contained within the Group Financial Statements, nor as a substitute for IFRS. In APMs within this Annual Report & Form 20-F, we define, provide

calculations and reconcile each APM to its nearest IFRS measure. These APMs include “adjusted EBITDA,” “net debt,” “net debt-to-adjusted EBITDA,”

“total revenue, inclusive of settled hedges,” “adjusted EBITDA margin,” “free cash flow,” “adjusted operating cost per Mcfe,” “employees, administrative

costs and professional services,” and “PV-10.”


	1

Cross Reference to Form 20-F


			Pages
Part I
Item 1.	Identity of Directors, Senior Management and Advisers		N/A
Item 2.	Offer Statistics and Expected Timetable		N/A
Item 3.	Key Information
	A.	[Reserved]
	B.	Capitalization and indebtedness	N/A
	C.	Reasons for the offer and use of proceeds	N/A
	D.	Risk factors	34-50
Item 4.	Information on the Group
	A.	History and development of the Group	3, 7, 103
	B.	Business overview	7-14
	C.	Organizational structure	104, Exhibit 8.1
	D.	Property, plant and equipment	3, 107, 120, 133
Item 4A.	Unresolved Staff Comments		N/A
Item 5.	Operating and Financial Review and Prospects
	A.	Operating results	20-26
	B.	Liquidity and capital resources	26
	C.	Research and development, patents and licenses, etc.	N/A
	D.	Trend information	31
	E.	Critical accounting estimates	30
Item 6.	Directors, Senior Management and Employees
	A.	Directors and senior management	53, 57-59
	B.	Compensation	72-93, 129, 131
	C.	Board practices	52-55, 63-64
	D.	Employees	115
	E.	Share ownership	61, 63, 129, 131
	F.	Disclosure of a registrant’s action to recover erroneously awarded compensation	N/A
Item 7.	Major Shareholders and Related Party Transactions
	A.	Major shareholders	61, 63
	B.	Related party transactions	144
	C.	Interests of experts and counsel	N/A
Item 8.	Financial Information
	A.	Consolidated Statements and Other Financial Information	96-147
	B.	Significant Changes	N/A
Item 9.	The Offer and Listing
	A.	Offer and listing details	103
	B.	Plan of distribution	N/A
	C.	Markets	103
	D.	Selling shareholders	N/A
	E.	Dilution	N/A
	F.	Expenses of the issue	N/A


	2


			Pages
Item 10.	Additional Information
	A.	Share capital	N/A
	B.	Memorandum and articles of association	[OPEN]
	C.	Material contracts	154
	D.	Exchange controls	154
	E.	Taxation	154-158
	F.	Dividends and paying agents	N/A
	G.	Statement by experts	N/A
	H.	Documents on display	159
	I.	Subsidiary information	N/A
	J.	Annual report to security holders	N/A
Item 11.	Quantitative and Qualitative Disclosures About Market Risk		30, 142-144
Item 12.	Description of Securities Other than Equity Securities
	A.	Debt securities	N/A
	B.	Warrants and rights	N/A
	C.	Other securities	N/A
	D.	American depositary shares	N/A
Part II
Item 13.	Defaults, Dividend Arrearages and Delinquencies		N/A
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds		N/A
Item 15.	Controls and Procedures
	A.	Disclosure Controls and Procedures	159
	B.	Management’s annual report on internal control over financial reporting	159-159
	C.	Attestation report of the registered public accounting firm	159
	D.	Changes in internal control over financial reporting	N/A
Item 16.	[Reserved]		N/A
Item 16A.	Audit Committee Financial Expert		68
Item 16B.	Code of Ethics		62
Item 16C.	Principal Accountant Fees and Services		71, 116
Item 16D.	Exemptions from the Listing Standards for Audit Committees		N/A
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers		127-129
Item 16F.	Change in Registrant’s Certifying Accountant		N/A
Item 16G.	Corporate Governance		N/A
Item 16H.	Mine Safety Disclosure		N/A
Item 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		N/A
Item 16J.	Insider Trading Policies		61
Item 16K.	Cybersecurity		33
Part III
Item 17.	Financial Statements		N/A
Item 18.	Financial Statements		96-147
Item 19.	Exhibits		162


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

Strategic Report


	Page
A Differentiated Business Model	3
Geographic Operating Areas	3
Key Facts	4
Strategy	4
Key Performance Indicators	5
Our Business	7
Sustainability Review	17
Financial Review	20
Risk Management Framework	31
Risk Factors	34
Viability and Going Concern	50

Overview of Our Business

Diversified Energy Company PLC (the “Parent” or “Company”) and its wholly owned subsidiaries (the

“Group,” “DEC,” or “Diversified”) is an independent energy company engaged in the production,

transportation and marketing of natural gas, natural gas liquids and crude oil.

Our proven business model creates sustainable value in today's energy markets by investing in producing assets, reducing emissions and improving asset

integrity while generating significant, hedge-protected cash flows. We acquire, optimize, produce and transport natural gas, natural gas liquids and oil from

existing wells and then retire our wells at the end of their lives to optimally steward the resource previously developed by our peers, reducing the environmental

footprint, while sustaining important jobs and tax revenues for many local communities. While most companies in our sector are built to explore and develop new

reserves, we fully exploit existing reserves through our focus on safely and efficiently operating existing wells to maximize their productive lives and economic

capabilities, which in turn reduces the industry’s footprint on our planet.

A Differentiated Business Model

Our business model is unique among the natural gas and oil industry in that we do not rely on capital-intensive drilling and development. Rather, our

stewardship model focuses on acquiring existing long-life, low-decline producing wells and, at times, their associated midstream assets, and then

efficiently managing the assets to improve or restore production, reduce unit operating costs, improve operational safety, reduce emissions and

generate consistent free cash flow before safely and permanently retiring those assets at the end of their useful lives.

Daily Operating Priorities

Our guiding daily principles underline our commitment to value creation without compromising the safety of employees. These principles - Safety,

Production, Efficiency and Enjoyment - drive the success of our business model. Our workforce gives precedence to these principles in their daily work.

Geographic Operating Areas

Appalachian Region

The Appalachian Region spans Pennsylvania, Virginia, West Virginia, Kentucky, Tennessee and Ohio and consists of two productive unconventional shale

formations, along with numerous conventional formations. We entered the Appalachian Region in 2001 and currently operate within the Marcellus Shale

and the slightly deeper Utica Shale, as well as many conventional formations.

Central Region

Our Central Region includes parts of Texas, Louisiana and Oklahoma, and is home to a number of asset rich natural gas and oil formations. We entered

the Central Region in 2021 and currently operate within the Haynesville, Bossier, Cotton Valley, Barnett and Mid Continent plays.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

Key Facts for 2024


Net Loss		Total Revenue		Adjusted EBITDA Margin(a)		Adjusted EBITDA(a)
$87 million		$795 million		50%		$472 million

Production Mix		Production		PV-10 Value of Reserves		Asset Acquisitions
84%	natural gas	244,298	natural gas (MMcf)	$1.6	billion(b)	3 acquisitions
12%	NGLs	5,980	NGLs (MBbls)	3,627,589	MMcfe	$585 million, gross
4%	oil	1,568	oil (MBbls)			$388 million, net

Scope 1 Methane Emissions Intensity		No-Leak Rate on Surveyed Assets		Total Recordable Incident Rate		Reportable Spill Intensity
0.7	MT CO2e/MMcfe	98%	Group-wide	0.89	per 200,000 work hours	0.08	oil & water per MBbl

(a)Refer to APMs within this Annual Report & Form 20-F for information on how this metric is calculated and reconciled to IFRS measures.

(b)Based on SEC pricing.

Strategy

Our growth and ability to generate consistent shareholder returns stems from our unique business model and successful execution of low-risk,

disciplined and proven operating techniques.

1 Acquire long-life stable assets

We practice a disciplined approach to acquire long-life stable assets by targeting low-decline producing assets that are value accretive, high margin and

strategically complementary, while also applying extensive environmental, social, land and legal due diligence.


2024 Achievements		Targets for 2025
•Completed three acquisitions in our Central Region, including: •Oaktree working interest acquisition for gross consideration of $410 million and net consideration of $222 million, contributing approximately $66 million MMcfepd to 2024 revenue. •Crescent Pass acquisition for gross consideration of $106 million and net consideration of $98 million, contributing approximately $10 million MMcfepd to 2024 revenue. •East Texas II acquisition for gross consideration of $69 million and net consideration of $68 million, contributing approximately $5 million MMcfepd to 2024 revenue.		•Successfully merge assets acquired in the recently completed acquisition of Maverick Natural Resources, LLC (“Maverick”) to build scale and achieve synergies. •Effectively integrate acquisitions into our existing operations, ensuring seamless transitions and alignment with our strategic objectives to drive growth and maximize synergies. •We will continue our disciplined acquisition strategy, targeting assets that meet our strict investment standards. •We will maintain liquidity rigor, ensuring we are well-positioned to capitalize on market opportunities as they emerge. •Our growth strategy will prioritize expanding in complementary and synergistic ways, while building strong partnerships with development-focused producers in our key operating regions.


Link to Risks:	1 2 4	Link to KPIs:	1 5

2 Operate our assets in a safe, efficient and responsible manner

Our operational strategy and success is closely aligned with the culture we created with our daily operational priorities. Our team embodies these

priorities through our Smarter Asset Management (“SAM”) program, working tirelessly to ensure the safe delivery of clean, affordable and reliable

energy.


2024 Achievements		Targets for 2025
•Annual production of 791 MMcfepd. •Exit rate of 864 MMcfepd. •Adjusted EBITDA margin of 50%. •Achieved a 98% no-leak rate on surveyed assets. •LTIR of 0.38 per 200,000 work hours, a decline of 63% year-over- year.		•We will remain committed to our daily operating priorities: Safety, Production, Efficiency, and Enjoyment. •Our dedication to responsible stewardship remains steadfast. We will focus intently on continuous improvement in all aspects of sustainability, striving to exceed our stakeholders’ expectations. •We will continue to prioritize the SAM program to sustain margins, mitigate natural declines, and leverage expense efficiency opportunities.


Link to Risks:	1 2 4 5 6 7	Link to KPIs:	3 4 5 6 7


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

3 Generate Reliable Free Cash Flow

Our business model is inherently designed to generate free cash flow. Furthermore, we aspire to make cash flows predictable and reliable so we can

consistently generate shareholder return, pay down debt, fund acquisitive growth, and accomplish our sustainability goals and ambitions.


2024 Achievements		Targets for 2025
•Repaid $206 million in asset-backed debt securitizations. •Repurchased 1,638,030 shares, representing $21 million in shareholder value above and beyond the $84 million in dividend distributions. •$151 million gain on settled derivative instruments. •Recorded $8 million in coal mine methane revenues. •Divested certain non-core undeveloped acreage across our footprint for a total of $59 million.		•We will continue our effective hedging strategy to protect cash flows. Additionally, we will capitalize on accretive market opportunities to elevate our hedge book floor. •We will continue to apply our Smarter Asset Management program to maintain low decline rates across our producing assets and review opportunities to optimize both core and non-core assets. •We will remain dedicated to prudent cash flow growth through accretive acquisitions that complement our existing asset base.


Link to Risks:	1 2 3 4 7	Link to KPIs:	1 2 3 4 5

4 Retire assets safely and responsibly

At the end of a well’s economic life, our safe and systematic asset retirement program ensures wells are permanently retired and well sites are

responsibly restored to their natural condition. Our retirement program underscores our strong commitment to a healthy environment, the surrounding

community, our neighbors, and state regulatory authorities.


2024 Achievements		Targets for 2025
•Expanded our asset retirement operations to 18 teams and 18 rigs. •Retired 202 DEC-owned wells in the Appalachian Region and a further 13 DEC-owned wells in our Central Region, surpassing our goal to retire 200 wells in 2024 and exceeding our collective state commitments in Appalachia. •Additionally, we retired 85 third party-owned wells in the Appalachian Region, including 51 state and federal orphan wells and 34 for third party operators, bringing the total wells retired by the Next LVL team to 287 wells.		•We will continue to safely retire wells, aiming to exceed state asset retirement program commitments by identifying and retiring wells at the end of their productive lives. •We will continue to leverage the benefits of vertical integration through our expanded internal asset retirement capacity. •We will maintain constructive and collaborative dialogue with states and industry associations to innovate and ensure best practices in well retirement.


Link to Risks:	1 2 4 5 6	Link to KPIs:	2 4 5 6

Key Performance Indicators

In assessing our performance, the Directors use key performance indicators (“KPIs”) to track our success against our stated strategy. The Directors

assess our KPIs on an annual basis and modify them as needed, taking into account current business developments. The following KPIs focus on

corporate and environmental responsibility, consistent cash flow generation underpinned by prudent cost management, low leverage and adequate

liquidity to protect the sustainability of the business.

Refer to APMs within this Annual Report & Form 20-F for information on how these metrics are calculated and reconciled to IFRS measures.

1 Net Debt-to-Adjusted EBITDA


	2024	2023	2022
Net debt-to-pro forma adjusted EBITDA	3.0x	2.2x	2.4x

During 2024 our leverage ratio increased to 3.0x primarily due to financing the majority of our acquisitions with debt. We actively manage our balance

sheet and seek to maintain a long-term leverage ratio of approximately 2.5x.


Link to Strategy:	1 3	Link to Risks:	1 3 4 5 6 7

2 Adjusted EBITDA Margin


	2024	2023	2022
Adjusted EBITDA Margin	50%	52%	49%

Total revenue, inclusive of settled hedges and adjusted EBITDA decreased 10% and 14%, respectively, in 2024, while adjusted EBITDA margin

remained relatively consistent at 50%. The decrease in total revenue, inclusive of settled hedges was primarily due to a decrease in the average realized

sales price, lower production, a decline in hedge settlement gains, and normal declines. The decrease in adjusted EBITDA was driven by a decrease in

commodity pricing and lower production.


Link to Strategy:	3 4	Link to Risks:	1 2 3 4 5 6 7


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

3 Adjusted Operating Cost per Mcfe


	2024	2023	2022
Adjusted Operating Cost per Mcfe	$1.78	$1.76	$1.77

Adjusted operating cost per Mcfe for 2024 was $1.78, an increase of 1% compared with 2023. This increase was primarily due to higher employees,

administrative costs and professional services due to investments made in staff and systems and costs related to litigation expense.


Link to Strategy:	2 3	Link to Risks	1 4 5 6

4 Net Cash Provided by Operating Activities


	2024	2023	2022
Net Cash Provided by Operating Activities (in millions)	$346	$410	$388

Net cash provided by operating activities for 2024 was $346 million, a decrease of 16% compared with 2023. This decrease was due to the decrease in

total revenue resulting from decreases in pricing and production. However, this was partially offset by changes in working capital, which generated $50

million less in cash outflows compared to 2023.


Link to Strategy:	2 3 4	Link to Risks:	1 2 3 5 6 7

5 Emissions Intensity


	2024	2023	2022
Emissions Intensity (MT CO2e/MMcfe)	0.7	0.8	1.2

Realized a 13% year-over-year reduction in Scope 1 methane emissions intensity, achieved through investments in leak detection technologies,

replacing natural gas-driven pneumatics with instrument air or solar solutions, and enhanced aerial emissions surveillance in our Central Region.


Link to Strategy:	1 2 3 4	Link to Risks:	2 5

6 Meet or Exceed State Asset Retirement Goals


	2024	2023	2022
DEC-owned well retirements(a)	215	222	214
Wells retired by Next LVL	287	383	262

(a)DEC wells inclusive of 13, 21 and 14 Central Region wells retired during 2024, 2023 and 2022, respectively.

A total of 215 DEC-owned wells, including 13 in the Central Region, were retired across our operating footprint, surpassing our goal to retire 200 wells

and exceeding our collective state commitments in Appalachia. Additionally, Next LVL Energy plugged a total of 287 wells in Appalachia, including 202

DEC-owned wells and 85 third party-owned wells consisting of 51 state and federal orphan wells and 34 for third party operators.


Link to Strategy:	.4.	Link to Risks:	2 4 5

7 Safety Performance


	2024	2023	2022
TRIR (per 200,000 work hours)	0.89	1.28	0.73
LTIR (per 200,000 work hours)	0.38	1.04	0.66
MVA (incidents per million miles)	0.34	0.55	0.69

Our 2024 TRIR was 0.89, a 30% improvement from 2023, driven by a foreman-led safety approach, enhanced good catch/near miss reporting, and a

new safety program for short-service field employees. Additionally, our 2024 LTIR was 0.38, reflecting a 63% improvement from 2023, attributable to

the same initiatives.

Moreover, our 2024 MVA rate was 0.34, a 38% improvement from 2023. This improvement was primarily due to specific actions taken to enhance

performance and accountability, including the implementation of vehicle telemetric monitoring.


Link to Strategy:	.2.	Link to Risks:	5 6


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

Our Business

History & Development of the Business

We are an independent energy company focused on natural gas and liquids production, transportation, marketing and well retirement, primarily located

within the Appalachian and Central regions of the United States. We were incorporated in 2014 in the United Kingdom, and our predecessor business

was co-founded in 2001 by our Chief Executive Officer, Robert Russell (“Rusty”) Hutson, Jr., with an initial focus on primarily natural gas and oil

production in West Virginia. In recent years, we have grown rapidly by capitalizing on opportunities to acquire and enhance producing assets and by

leveraging the operating efficiencies that result from economies of scale. As of December 31, 2024, we have completed 27 acquisitions since 2017 for a

combined purchase price of approximately $3.1 billion. In addition, on March 14, 2025, we completed our previously announced acquisition of Maverick

for a gross purchase price of approximately $1,275 million.

Throughout our history, we have prioritized sustainability and efficiency in our operations. Recognizing the global reliance on natural gas, we emphasize

the importance of responsible ownership and environmental stewardship in managing natural gas and crude oil wells and pipelines. Our proven track

record of acquiring, integrating and responsibly operating assets reflects this commitment. With our focus on efficient and environmentally sound energy

production, we are well-positioned to assist in meeting national and global energy demands.

Other Information

We were incorporated as a public limited company with the legal name Diversified Gas & Oil PLC under the laws of the United Kingdom on July 31, 2014

with the company number 09156132. On May 6, 2021, we changed our company name to Diversified Energy Company PLC.

Our registered office is located at 4th Floor Phoenix House, 1 Station Hill, Reading, Berkshire United Kingdom, RG1 1NB. In February 2017, our shares

were admitted to trading on the AIM Market of the London Stock Exchange (“AIM”) under the ticker “DGOC.” In May 2020, our shares were admitted to

the premium listing of the Official List of the Financial Conduct Authority and to trading on the Main Market of the LSE. With the change in corporate

name in 2021, our shares listed on the LSE began trading under the new ticker “DEC.” In December 2023, the Group’s shares were admitted to trading

on the New York Stock Exchange (“NYSE”) under the ticker “DEC.” Following the changes to the UK Listing Rules on July 29, 2024, the Company

continues to remain listed on the new equity shares (commercial companies) category of the Official List of the Financial Conduct Authority. As of

December 31, 2024, the principal trading market for the Group’s ordinary shares was the LSE.

Our principal executive offices are located at 1600 Corporate Drive, Birmingham, Alabama 35242, and our telephone number at that location is +1 205

408 0909. Our website address is www.div.energy. The information contained on, or that can be accessed from, our website does not form part of this

Annual Report & Form 20-F. We have included our website address solely as an inactive textual reference.

Business Overview

Our Business Model

•Acquire - We maintain a disciplined approach to evaluating opportunities to ensure that we only pursue those properties that possess a consistent

asset profile. We target existing long-life, stable assets with synergistic opportunities that produce predictable and stable cash flows, are value

accretive, margin enhancing and strategically complementary.

•Optimize - The primarily mature nature of the assets we acquire provides us with a portfolio of low-cost optimization opportunities. These

optimization activities, applied through our internally developed SAM program, are strategically important as they aid in offsetting natural

production declines, creating expense efficiency and reducing emissions.

•Produce - Our culture makes the difference as our team of industry veterans strive to efficiently produce as many units as possible in a safe and

environmentally responsible manner, aligning safety, environmental and financial best interests.

•Transport - We seek to acquire midstream systems into which we are a large producer and more fully integrate those assets into our upstream

portfolio to provide immediate and long-term synergies.

•Retire - We embrace our commitment to be a responsible operator of existing assets. With safety and environmental stewardship as top priorities,

we design our asset retirement program to permanently retire wells that have reached the end of their producing lives. Between 2022 and 2024,

we made investments that allowed us to expand our asset retirement capabilities through a series of acquisitions.

Our Strengths

•Low-risk and low-cost portfolio of assets

•Long-life and low-decline production

•High margin assets that leverage significant scale, supported by owned midstream and asset retirement infrastructure, along with an internal

product marketing team

•A management and operational team with extensive experience

•Proven history of successfully consolidating and integrating acquired assets

Outlook

Looking ahead, we will continue to prudently manage our long-life, low-decline asset portfolio and the consistent cash flows they generate. We plan to

maintain our hedging strategy to safeguard cash flow. Our goal is to retain our strategic advantages through purposeful growth, employing a disciplined

acquisition strategy that secures low-cost financing to support acquisitive growth while maintaining low leverage and prudent liquidity. Additionally, we

intend to stay proactive in our sustainability efforts by continuing to allocate capital to future sustainability initiatives.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

Reserve Data

Summary of Reserves

The following table presents our estimated net proved reserves, Standardized Measure and PV-10 as of December 31, 2024, using SEC pricing.

Standardized Measure and PV-10 are based on the proved reserve report as of such date by Netherland, Sewell & Associates, Inc. (“NSAI”), our

independent petroleum engineering firm. A copy of the proved reserve report is included as an exhibit to this Annual Report & Form 20-F. Refer to

Preparation of Reserve Estimates and Estimation of Proved Reserves within this Annual Report & Form 20-F for a definition of proved reserves and the

technologies and economic data used in their estimation.


	December 31, 2024
	SEC Pricing(a)
Proved developed reserves
Natural gas (MMcf)	2,895,619
NGLs (MBbls)	103,471
Oil (MBbls)	18,524
Total proved developed reserves (MMcfe)	3,627,589
Proved undeveloped reserves
Natural gas (MMcf)	—
NGLs (MBbls)	—
Oil (MBbls)	—
Total proved undeveloped reserves (MMcfe)	—
Total proved reserves
Natural gas (MMcf)	2,895,619
NGLs (MBbls)	103,471
Oil (MBbls)	18,524
Total proved reserves (MMcfe)	3,627,589
Prices used
Natural gas (Mmbtu)	$2.13
Oil and NGLs (Bbls)	$76.32
PV-10 (thousands)
Pre-tax (Non-GAAP)(b)	$1,591,772
PV of Taxes	(194,851)
Standardized Measure	$1,396,921
Percent of estimated total proved reserves that are:
Natural gas	80%
Proved developed	100%
Proved undeveloped	—%

(a)Our estimated net proved reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance. For natural

gas volumes, the average Henry Hub spot price of $2.13 per MMBtu as of December 31, 2024 was adjusted for gravity, quality, local conditions, gathering and

transportation fees, and distance from market. For NGLs and oil volumes, the average WTI price of $76.32 per Bbl as of December 31, 2024 was similarly adjusted for

gravity, quality, local conditions, gathering and transportation fees, and distance from market. All prices are held constant throughout the lives of the properties.

(b)The PV-10 of our proved reserves as of December 31, 2024 was prepared without giving effect to taxes or hedges. PV-10 is a non-GAAP and non-IFRS financial measure

and generally differs from Standardized Measure, the most directly comparable GAAP measure, because it does not include the effects of income taxes on future net

cash flows. We believe that the presentation of PV-10 is relevant and useful to our investors as supplemental disclosure to the Standardized Measure because it presents

the discounted future net cash flows attributable to our reserves prior to taking into account future corporate income taxes and our current tax structure. While the

Standardized Measure is free cash dependent on the unique tax situation of each company, PV-10 is based on a pricing methodology and discount factors that are

consistent for all companies. Because of this, PV-10 can be used within the industry and by creditors and securities analysts to evaluate estimated net cash flows from

proved reserves on a more comparable basis. Investors should be cautioned that neither PV-10 nor the Standardized Measure represents an estimate of the fair market

value of our proved reserves.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

Proved Reserves

As of December 31, 2024, our estimated proved reserves totaled 3,627,589 MMcfe, a decrease of 6% from the prior year-end, with a Standardized

Measure of $1.4 billion. Natural gas constituted approximately 80% of our total estimated proved reserves and 80% of our total estimated proved

developed reserves. The following table provides a summary of the changes in our proved reserves during the years ended December 31, 2024, 2023

and 2022.


	Total (MMcfe)
Total proved reserves as of December 31, 2021	4,629,029
Extensions and discoveries	13,326
Revisions to previous estimates	379,812
Purchase of reserves in place	331,043
Sales of reserves in place	(6,912)
Production	(296,121)
Total proved reserves as of December 31, 2022	5,050,177
Extensions and discoveries	1,012
Revisions to previous estimates	(659,379)
Purchase of reserves in place	126,803
Sales of reserves in place	(369,035)
Production	(299,632)
Total proved reserves as of December 31, 2023	3,849,946
Extensions and discoveries	1,287
Revisions to previous estimates	(106,936)
Purchase of reserves in place	173,056
Sales of reserves in place	(178)
Production	(289,586)
Total proved reserves as of December 31, 2024	3,627,589

Extensions and Discoveries

During 2024, 1,287 MMcfe were adjusted due to well assignments recorded in the accounting actuals.

During 2023, 1,012 MMcfe were adjusted due to well assignments recorded in the accounting actuals.

During 2022, we elected to participate in select development activities on a non-operated basis generating 13,326 MMcfe in reserves.

Revisions to Previous Estimates

During 2024, we recorded 106,936 MMcfe in revisions to previous estimates. The downward revisions were primarily associated with changes in the

trailing 12-month average realized Henry Hub first day spot price, which decreased approximately 19% as compared to the December 31, 2023. These

factors drove a net downward revision that impacted well economics and well life.

During 2023, we recorded 659,379 MMcfe in revisions to previous estimates. The downward revisions were primarily associated with changes in the

trailing 12-month average realized Henry Hub first day spot price, which decreased approximately 58% as compared to December 31, 2022 along with a

17% decrease in the 12 month average WTI first day spot price. These factors primarily drove a net downward revision that impacted well economics

and well life.

During 2022, we recorded 379,812 MMcfe in revisions to previous estimates. These positive performance revisions were primarily associated with

changes in the trailing 12-month average realized Henry Hub spot price, which increased approximately 77% as compared to the December 31, 2021

Henry Hub spot price due to the war between Russia and Ukraine, as well as other geopolitical factors. These factors primarily drove a net upward

revision of 386,064 MMcfe due to changes in pricing that impacted well economics. These increases were offset by a 6,252 MMcfe downward revision

for changes in timing.

Purchase of Reserves in Place

During 2024, 173,056 MMcfe of purchases of reserves in place were associated with the Oaktree, Crescent Pass and East Texas II acquisitions.

During 2023, 126,803 MMcfe of purchases of reserves in place were associated with the Tanos II acquisition.

During 2022, 331,043 MMcfe of purchases of reserves in place were associated with the East Texas and ConocoPhillips acquisitions.

Refer to Note 5 in the Notes to the Group Financial Statements for additional information about acquisitions and divestitures.

Sales of Reserves in Place

During 2024, 178 MMcfe of sales of reserves in place were primarily associated with the divestitures of non-core assets.

During 2023, 369,035 MMcfe of sales of reserves in place were primarily associated with the divestitures of non-core assets.

During 2022, 6,912 MMcfe of sales of reserves in place were primarily associated with the divestitures of non-core assets.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

Refer to Note 5 in the Notes to the Group Financial Statements for additional information about acquisitions and divestitures.

Proved Undeveloped Reserves

We aim to obtain proved developed producing wells through acquisitions in accordance with our growth strategy rather than through development

activities. We accordingly contribute limited capital to development activities. From time to time, when acquiring packages of wells, we also acquire

certain locations that are in development by the acquiree at the time of the acquisition or could be developed in the future. When economic, we will

engage third parties to complete the existing development activities, and such reserves are included below as proved undeveloped reserves. We do not

have a development program and, as a result, any additional undrilled locations that we hold cannot be classified as undeveloped reserves in

accordance with SEC rules unless a development plan is in place. As of December 31, 2024, we had no such development plans and therefore have not

classified these undrilled locations as proved undeveloped reserves.

The following table summarizes the changes in our estimated proved undeveloped reserves during the years ended December 31, 2024, 2023 and 2022:


	Total (MMcfe)
Proved undeveloped reserves as of December 31, 2021	3,505
Extensions and discoveries	8,832
Revisions to previous estimates	—
Purchase of reserves in place	—
Sales of reserves in place	—
Converted to proved developed reserves	(3,505)
Proved undeveloped reserves as of December 31, 2022	8,832
Extensions and discoveries	—
Revisions to previous estimates	—
Purchase of reserves in place	24,821
Sales of reserves in place	(8,832)
Converted to proved developed reserves	—
Proved undeveloped reserves as of December 31, 2023	24,821
Extensions and discoveries	—
Revisions to previous estimates	(8,528)
Purchase of reserves in place	—
Sales of reserves in place	—
Converted to proved developed reserves	(16,293)
Proved undeveloped reserves as of December 31, 2024	—

Extensions and Discoveries

During 2024, no reserves were added from extension or discovery activities.

During 2023, no reserves were added from extension or discovery activities.

During 2022, we elected to participate in select development activities where third parties were engaged to complete the development. Seven of these

wells were in progress as of December 31, 2023, generating 8,832 MMcfe in proved undeveloped reserves.

Revisions of Previous Estimates

During 2024, there were 8,528 MMcfe of revisions to previous estimates as a result of changes in engineering assumptions due to performance. These

revisions were related to the completion of one Tanos II well in 2024 that was under development as of December 31, 2023.

During 2023, no reserves were added from extension or discovery activities.

During 2022, no reserves were added from extension or discovery activities.

Purchase of Reserves in Place

During 2024, there were no purchases of proved undeveloped reserves in place.

During 2023, the 24,821 MMcfe of purchase of reserves in place were associated with the Tanos II acquisition and related to four wells in progress that

have been drilled and are awaiting hydraulic fracture stimulation.

During 2022, there were no purchases of proved undeveloped reserves in place.

Refer to Note 5 in the Notes to the Group Financial Statements for additional information about acquisitions and divestitures.

Sales of Reserves in Place

During 2024, there were no sales of reserves in place.

During 2023, the 8,832 in sales of reserves in place were divested as part of the sale of 80% of the equity interest in DP Lion Equity Holdco LLC in

December 2023.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

During 2022, there were no sales of reserves in place.

Refer to Note 5 in the Notes to the Group Financial Statements for additional information about acquisitions and divestitures.

Converted to Proved Developed Reserves

During 2024, there were 16,293 undeveloped reserves converted to developed reserves as a result of completing three Tanos II wells in 2024 that were

under development as of December 31, 2023.

During 2023, the were no undeveloped reserves converted to developed reserves.

During 2022, 3,505 MMcfe of undeveloped reserves were converted to developed reserves as a result of completing five Tapstone wells in 2022 that

were under development as of December 31, 2021.

Developed and Undeveloped Acreage

The following table sets forth certain information regarding the total developed and undeveloped acreage in which we owned an interest as of

December 31, 2024. Developed acres are acres spaced or assigned to productive wells and do not include undrilled acreage held by production under

the terms of the lease. Undeveloped acres are acres on which wells have not been drilled or completed to a point that would permit the production of

commercial quantities of oil or natural gas, regardless of whether such acreage contains proved reserves. Approximately 99.9% of our acreage was held

by production at December 31, 2024.


	Developed Acreage		Undeveloped Acreage		Total Acreage
	Gross(a)	Net(b)	Gross(a)	Net(b)	Gross(a)	Net(b)
As of December 31, 2024	7,073,071	3,917,121	8,418,195	5,572,567	15,491,266	9,489,688

(a)A gross acre is an acre in which a working interest is owned. The number of gross acres is the total number of acres in which a working interest is owned.

(b)A net acre is deemed to exist when the sum of the fractional ownership working interests in gross acres equals one. The number of net acres is the sum of the fractional

working interests owned in gross acres expressed as whole numbers and fractions thereof.

The undeveloped acreage numbers presented in the table above have been compiled using best efforts to review and determine acreage that is not

currently drilled but may be available for drilling at the current time under certain circumstances. Whether or not undrilled acreage may be drilled and

thereafter produce economic quantities of oil or gas is related to many factors which may change over time, including natural gas and oil prices, service

vendor availability, regulatory regimes, midstream markets, end user demand, and macro and micro financial conditions; the undeveloped acreage

described herein is presented without an opinion as to economic viability, as a result of the aforesaid factors. Additionally, it is noted that certain

formations on a land tract may be already developed while other formations are undeveloped.

The following table sets forth the number of total gross and net undeveloped acres as of December 31, 2024 that will expire in 2025, 2026 and 2027

unless production is established within the spacing units covering the acreage prior to the expiration dates or unless such acreage is extended or

renewed.


	Gross	Net
2025	25,721	2,884
2026	2,690	59
2027	—	—

Our primary focus is to operate our existing producing assets safely, efficiently and responsibly. However we also evaluate areas nearing lease

expiration for potential development opportunities when it is prudent to do so. As of December 31, 2024, we had no development plans and therefore

have not classified any other potential undrilled locations on this acreage as proved undeveloped reserves.

Preparation of Reserve Estimates

Our reserve estimates as of December 31, 2024 included in this Annual Report & Form 20-F were evaluated by our independent reserves auditors,

Netherland, Sewell & Associates, Inc. (“NSAI”), in accordance with petroleum engineering and evaluation standards published by The Petroleum

Resources Management System jointly sponsored by the Society of Petroleum Engineers, the World Petroleum Council, the American Association of

Petroleum Geologists and the Society of Petroleum Evaluation Engineers. These estimates have been prepared in accordance with the definitions and

regulations of the SEC.

NSAI is a worldwide leader of petroleum property analysis for industry and financial organizations and government agencies. NSAI was founded in 1961

and performs consulting petroleum engineering services under Texas Board of Professional Engineers Registration No. F-2699. Within NSAI, the

technical persons primarily responsible for auditing the estimates set forth in the NSAI reserves report incorporated herein are Mr. Robert C. Barg and

Mr. William J. Knights. Mr. Barg, a Licensed Professional Engineer in the State of Texas (No. 71658), has been practicing consulting petroleum

engineering at NSAI since 1989 and has over six years of prior industry experience. He graduated from Purdue University in 1983 with a Bachelor of

Science Degree in Mechanical Engineering. Mr. Knights, a Licensed Professional Geoscientist in the State of Texas, Geology (No. 1532), has been

practicing consulting petroleum geoscience at NSAI since 1991 and has over 10 years of prior industry experience. He graduated from Texas Christian

University in 1981 with a Bachelor of Science Degree in Geology and in 1984 with a Master of Science Degree in Geology. Both technical principals meet

or exceed the education, training and experience requirements set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas

Reserves Information promulgated by the Society of Petroleum Engineers; both are proficient in judiciously applying industry standard practices to

engineering and geoscience evaluations, as well as applying SEC and other industry reserves definitions and guidelines.

Our internal staff of petroleum engineers and geoscience professionals work diligently to ensure the integrity, accuracy and timeliness of data furnished

to our independent reserves auditors for their reserve evaluation process. Our technical team regularly meets with the independent reserves auditors to

review properties and discuss methods and assumptions used to prepare reserve estimates. The reserve estimates and related reports are reviewed and

approved by our Vice President of Reservoir Engineering. The Vice President of Reservoir Engineering holds a Bachelor of Science in Petroleum

Engineering and has been with the Group since 2018 with 26 years of experience in petroleum engineering and over 23 years of experience evaluating


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

natural gas and oil reserves. Prior to joining the Group in 2018, our Vice President of Reservoir Engineering, who is an active member of the Society of

Petroleum Engineers, served in various reservoir engineering roles for public companies engaged in exploration and production operations.

Estimation of Proved Reserves

Proved reserves are quantities of natural gas or oil which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to

be commercially recoverable from known reservoirs under existing economic and operating conditions. The term “reasonable certainty” implies a high

degree of confidence that the quantities of natural gas or oil actually recovered will equal or exceed the estimate. To achieve reasonable certainty, DEC

and the independent reserves auditors employed technologies that have been demonstrated to yield results with consistency and repeatability. The

technologies and economic data used in the estimation of our proved reserves may include, but are not limited to, well logs, geologic maps and

available downhole and production data, and well-test data.

Reserves engineering is and must be recognized as a subjective process of estimating volumes of economically recoverable oil and natural gas that

cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and

geological interpretation. As a result, the estimates of different engineers often vary. In addition, the results of drilling, testing and production may

justify revisions of such estimates. Accordingly, reserve estimates often differ from the quantities of natural gas, NGLs and oil that are ultimately

recovered. Estimates of economically recoverable natural gas, NGLs and oil and of future net cash flows are based on a number of variables and

assumptions, all of which may vary from actual results, including geologic interpretation, prices and future production rates and costs. See Risk Factors

for additional information.

Productive Wells

Productive wells consist of producing wells, wells capable of production and wells awaiting connection to production facilities. Gross wells are the total

number of producing wells in which we have an interest, operated and non-operated, and net wells are the sum of our fractional working interest owned

in gross wells. The following table summarizes our productive natural gas and oil wells as of December 31, 2024.


	As of December 31, 2024
Natural gas wells	73,055
Oil wells	3,455
Total gross productive wells	76,510

Natural gas wells	62,384
Oil wells	1,796
Total net productive wells	64,180


	As of December 31, 2024
Total gross in progress wells	—
Total net in progress wells	—

Exploratory and Development Drilling Activities

Information regarding our drilling and development activities is set forth below:


	Development
	Productive Wells		Dry Wells		Total
Year	Gross	Net	Gross	Net	Gross	Net
2024	—	—	—	—	—	—
2023	4	4	—	—	4	4
2022	5	2	—	—	5	2

We drilled no exploratory wells (productive or dry) during the years ended December 31, 2024, 2023 and 2022.

During 2022, we completed the development of the five wells that had been under development as of December 31, 2021. We then elected to

participate in seven development opportunities on a non-operating basis in our Appalachian Region. All seven of the Appalachian development wells

remained in progress as of December 31, 2022.

During 2023, we completed the development of two of the seven Appalachian wells that were under development as of December 31, 2022. The

remaining five Appalachian wells were divested in connection with the sale of 80% of the equity interest in DP Lion Equity Holdco LLC in December

2023. On March 1, 2023, we also completed the Tanos II acquisition, which included five wells in the Central Region that were under development at

the date of acquisition. During 2023, we completed one of these five wells. Four Central Region development wells remain in progress as of December

31, 2023.

During 2024, we completed the development of the four remaining wells acquired in the Tanos II acquisition that had been under development as of

December 31, 2023. As of December 31, 2024, we had no development wells in progress.

Refer to Note 5 in the Notes to the Group Financial Statements for additional information regarding the acquisitions and divestitures.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

Production Volumes, Average Sales Prices and Operating Costs


	Year Ended
	December 31, 2024	December 31, 2023	December 31, 2022
Production
Natural Gas (MMcf)	244,298	256,378	255,597
NGLs (MBbls)	5,980	5,832	5,200
Oil (MBbls)	1,568	1,377	1,554
Total production (MMcfe)	289,586	299,632	296,121
Average realized sales price
(excluding impact of derivatives settled in cash)
Natural gas (Mcf)	$1.90	$2.17	$6.04
NGLs (Bbls)	25.17	24.23	36.29
Oil (Bbls)	74.71	75.46	89.85
Total (Mcfe)	$2.53	$2.68	$6.33
Average realized sales price
(including impact of derivatives settled in cash)
Natural gas (Mcf)	$2.57	$2.86	$2.98
NGLs (Bbls)	24.32	26.05	19.84
Oil (Bbls)	69.54	68.44	72.00
Total (Mcfe)	$3.05	$3.27	$3.30
Operating costs per Mcfe
LOE(a)	$0.80	$0.71	$0.62
Production taxes(b)	0.12	0.21	0.25
Midstream operating expense(c)	0.24	0.23	0.24
Transportation expense(d)	0.31	0.32	0.40
Total operating expense per Mcfe	$1.47	$1.47	$1.51

(a)LOE is defined as the sum of employee and benefit expenses, well operating expense (net), automobile expense and insurance cost.

(b)Production taxes include severance and property taxes. Severance taxes are generally paid on produced natural gas, NGLs and oil production at fixed rates established

by federal, state or local taxing authorities. Property taxes are generally based on the taxing jurisdictions’ valuation of our natural gas and oil properties and midstream

assets.

(c)Midstream operating expenses are daily costs incurred to operate our owned midstream assets inclusive of employee and benefit expenses.

(d)Transportation expenses are daily costs incurred from third-party systems to gather, process and transport our natural gas, NGLs and oil.

Significant Fields

We operate in four primary producing areas: (i) Appalachia, (ii) East Texas and Louisiana, (iii) the Barnett Shale, and (iv) the mid-continent region. The

following table presents production for our Appalachian Region, which is considered significant, or greater than 15% of our total proved reserves, for the

periods presented.


	Year Ended
APPALACHIA	December 31, 2024	December 31, 2023	December 31, 2022
Production
Natural Gas (MMcf)	139,900	167,930	180,194
NGLs (MBbls)	2,931	3,018	2,810
Oil (MBbls)	390	394	423
Total production (MMcfe)	159,826	188,402	199,592

Customers

Our production is generally sold on month-to-month contracts at prevailing market prices.

During the years ended December 31, 2024, 2023 and 2022, no customers individually comprised more than 10% of total revenues.

Given the availability of alternative purchasers for oil and natural gas, we believe that losing any single purchaser would not materially impact our ability

to sell future production. To mitigate potential credit risk, we may occasionally require customers to provide financial security.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

Delivery Commitments

We have contractually agreed to deliver firm quantities of natural gas to various customers, which we expect to fulfill with production from existing

reserves. We regularly monitor our proved developed reserves to ensure sufficient availability to meet these commitments. The following table

summarizes our total gross commitments, compiled using best estimates based on our sales strategy, as of December 31, 2024.


	Natural gas (MMcf)
2025	77,187
2026	52,802
2027	130,911
Thereafter	242,276

Transportation and Marketing

Diversified Energy Marketing, LLC, our wholly owned marketing subsidiary, focuses on commodity marketing, asset optimization, producer services and

strategic management of our transportation portfolio. Our mission is to enhance operational efficiency and profitability by leveraging market insights,

operational expertise and strategic asset management to ensure reliable flow market access.

We offer a comprehensive suite of services, including the marketing of natural gas, NGL’s and oil, risk management, logistical support and strategic

transportation management. This approach maximizes market presence, financial outcomes and consistent product flow, capitalizing on our

transportation infrastructure and vertically integrated midstream systems. Our midstream infrastructure and strategic arrangements provide access to

high-demand markets, particularly in the U.S. Gulf Coast, while utilizing low-cost transportation in Appalachia. This synergy with our asset profile

ensures advantageous pricing and flow assurance with minimal firm transportation agreements. As of December 31, 2024, our transportation

arrangements provide access to 522 MMcfepd of takeaway capacity.

As a dedicated arm of DEC, our marketing team aligns closely with our broader goals. With experienced professionals and a deep understanding of the

energy market, we are committed to delivering value and reliability to our stakeholders, navigating industry complexities to achieve operational

excellence.

Competition

Our marketing activities face competition from numerous companies, many with greater financial and other resources. Competitors include other

producers and affiliates with extensive pipeline systems for transportation from producers to end users. Competition is also influenced by the cost and

availability of alternative fuels, consumer demand, and the cost of and proximity of pipelines and other transportation facilities. We believe that our

future success in the marketing segment depends on establishing and maintaining strong customer relationships.

Seasonality

Demand for natural gas typically decreases in spring and fall, and increases in summer and winter. However, seasonal anomalies and consumer

procurement initiatives can mitigate these fluctuations. Seasonal anomalies can also heighten competition for equipment, supplies, and personnel,

potentially causing shortages, increased costs or, operational delays.

Title to Properties

We believe we hold satisfactory title to nearly all our active properties, adhering to industry standards. Our properties are subject to customary royalties,

contracts, consents, preferential purchase rights, tax liens, laws and other encumbrances, which we believe do not materially affect their use or value.

Before acquiring producing wells, we conduct thorough title investigations consistent with industry standards. For properties we operate, we address

significant title defects as needed. We believe our title reviews are reasonable and protective for a representative cross-section of our wells.

Government Regulation

General

Our operations in the United States are subject to various U.S. federal, state and local (including county and municipal level) laws and regulations.

These laws and regulations cover virtually every aspect of our operations including, among other things: use of public roads; construction of well pads,

impoundments, tanks and roads; pooling and unitizations; water withdrawal and procurement for well stimulation purposes; wastewater discharge, well

drilling, casing and hydraulic fracturing; stormwater management; well production; well plugging; venting or flaring of natural gas; pipeline construction

and the compression and transportation of natural gas and liquids; reclamation and restoration of properties after natural gas and oil operations are

completed; handling, storage, transportation and disposal of materials used or generated by natural gas and oil operations; the calculation, reporting

and payment of taxes on natural gas and oil production; and gathering of natural gas production. Various governmental permits, authorizations and

approvals under these laws and regulations are required for exploration and production as well as midstream operations. These laws and regulations,

and the permits, authorizations and approvals issued pursuant to such laws and regulations are intended to protect, among other things: air quality;

ground water and surface water resources, including drinking water supplies; wetlands; waterways; protected plants and animal species; natural

resources; and the health and safety of our employees and the communities in which we operate.

We endeavor to conduct our operations in compliance with all applicable U.S. federal, state and local laws (including county and municipal level) and

regulations. However, because of extensive and comprehensive regulatory requirements against a backdrop of variable geologic and seasonal

conditions, non-compliance during operations can occur. Certain non-compliance may result in fines or penalties, but depending on the nature of the

non-compliance could also result in civil or criminal enforcement actions, additional restrictions on our operations, or make it more difficult for us to

obtain necessary permits in the future. The possibility exists that new laws or regulations may be adopted which could have a significant impact on our

operations or on our customers’ ability to use our natural gas, natural gas liquids and oil, and may require us or our customers to change their

operations significantly or incur substantial costs.

Environmental Laws

Many of the U.S. laws and regulations referred to above vary according to the jurisdiction in which we conduct our operations. In addition to state or

local laws and regulations, our operations are also subject to numerous federal environmental laws and regulations. Below is a discussion of some of the

more significant federal laws and regulations applicable to our operations.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

Clean Air Act

The federal Clean Air Act and associated federal and state regulations regulate air emissions through permitting and/or emissions control requirements.

These regulations affect the entire value chain from oil and natural gas production, to gathering, to processing, to transmission and storage, and then to

distribution operations. Various equipment and activities in our assets are subject to regulation, including compressors, engines, dehydrators, storage

tanks, pneumatic devices, fugitive components, and blowdowns. We obtain permits, typically from state or local authorities, or document exemptions

necessary to authorize these activities. Further, we are required to obtain pre-approval for construction or modification of certain facilities, and/or to use

specific equipment, technologies or best management practices to control emissions. Some states also require a separate operating permit to be

obtained for on-going operations.

Federal and state governmental agencies continue to review and revise the air quality regulations affecting oil and natural gas activities, and further

regulation could increase our cost or otherwise affect our ability to produce. For instance, on March 8, 2024, the U.S. Environmental Protection Agency

(“EPA”) finalized New Source Performance Standard Subpart OOOOb (“NSPS OOOOb”) for new, modified, and reconstructed sources after December 6,

2022, and Emissions Guideline Subpart OOOOc (“EG OOOOc”) for sources existing prior to December 6, 2022. Most provisions of NSPS OOOOb took

effect immediately while certain requirements have phase-in periods. EG OOOOc requires individual states to incorporate similar provisions into their

regulations (or rely upon EPA’s model requirements) and will require approximately five years to be implemented. The affected source categories under

NSPS OOOOb and EG OOOOc include well completions, fugitive emissions, liquids unloading, process controllers, process pumps, storage vessels, and

associated gas.

EPA last year also proposed two interrelated regulations. On August 1, 2023, EPA proposed revisions to the greenhouse gas reporting rule for the oil and

natural gas industry to change the calculation methodology to be primarily based on actual emission measurements rather than emission factors. These

changes facilitate the implementation of a methane fee under the Waste Emission Charge (“WEC”) rule which was proposed on January 26, 2024. Both

rules were finalized in late 2024 as required by the Inflation Reduction Act (“IRA”) of 2022. Under the WEC rule, reporters would be subject to a fee

beginning in 2025 at $900 per ton of methane emissions that exceed thresholds prescribed under the rule. These methane emissions would be based on

those reported under the greenhouse gas reporting rule. We achieved zero excess emissions under the WEC program in 2024 and therefore, are not

required to pay any WEC fees in 2025. President Trump announced following his election in November 2024 an intent to work with the Republican-

majority Congress to repeal any such “methane fee” (the WEC). In February 2025, Congress passed joint resolution H.J. Res. 35 disapproving EPA’s

2024 WEC rule under the Congressional Review Act; if the joint resolution becomes law, the WEC rule will have no force or effect.

Clean Water Act

The federal Clean Water Act (“CWA”) and corresponding state laws affect our operations by regulating storm water or other discharges of substances,

including pollutants, sediment, and spills and releases of oil, brine and other substances, into surface waters, and in certain instances imposing

requirements to dispose of produced wastes and other oil and gas wastes at approved disposal facilities. The discharge of pollutants into jurisdictional

waters is prohibited, except in accordance with the terms of a permit issued by the EPA, the U.S. Army Corps of Engineers, or a delegated state agency.

These permits require regular monitoring and compliance with effluent limitations, and include reporting requirements. Federal and state regulatory

agencies can impose administrative, civil and/or criminal penalties for non-compliance with discharge permits or other requirements of the CWA and

analogous state laws and regulations.

Endangered Species and Migratory Birds

The Endangered Species Act and related state laws and regulations protect plant and animal species that are threatened or endangered. The Migratory

Bird Treaty Act and the Bald and Golden Eagle Protection Act provides similar protections to migratory birds and bald and golden eagles, respectively.

Some of our operations are located in areas that are or may be designated as protected habitats for endangered or threatened species, or in areas

where migratory birds or bald and golden eagles are known to exist. Laws and regulations intended to protect threatened and endangered species,

migratory birds, or bald and golden eagles could have a seasonal impact on our construction activities and operations. New or additional species that

may be identified as requiring protection or consideration could also lead to delays in obtaining permits and/or other restrictions, including

operational restrictions.

Safety of Gas Transmission and Gathering Pipelines

Natural gas pipelines serving our operations are subject to regulation by the U.S. Department of Transportation’s Pipeline and Hazardous Materials

Safety Administration (“PHMSA”) pursuant to the Natural Gas Pipeline Safety Act of 1968 (“NGPSA”), as amended by the Pipeline Safety Act of 1992, the

Accountable Pipeline Safety and Partnership Act of 1996, the Pipeline Safety Improvement Act of 2002 (“PSIA”), the Pipeline Inspection, Protection,

Enforcement and Safety Act of 2006, and the 2011 Pipeline Safety Act. The NGPSA regulates safety requirements in the design, construction, operation

and maintenance of natural gas pipeline facilities, while the PSIA establishes mandatory inspections for all U.S. oil and natural gas transmission pipelines

in high-consequence areas. Additionally, certain states, such as West Virginia, also maintain jurisdiction over intrastate natural gas lines. In October

2019, PHMSA finalized the first of three rules that, collectively, are referred to as the natural gas “Mega Rule.” The first rule imposed additional safety

requirements on natural gas transmission pipelines, including maximum operating pressure and integrity management near HCAs for onshore gas

transmission pipelines. PHMSA finalized the second rule extending federal safety requirements to onshore gas gathering pipelines with large diameters

and high operating pressures in November 2021. PHMSA published the final of the three components of the Mega Rule in August 2022, which took

effect in May 2023. The final rule applies to onshore gas transmission pipelines, clarifies integrity management regulations, expands corrosion control

requirements, mandates inspection after extreme weather events, and updates existing repair criteria for both HCA and non-HCA pipelines.

Finally, on January 17, 2025, PHMSA published the final rule instituting more stringent gas pipeline leak detection and repair requirements, performance

standards for advanced leak detection programs, methane emission mitigation requirements, pressure control design and maintenance requirements,

reporting and recordkeeping. This forthcoming final rule is to be effective 180 days from formal publishing in the Federal Register. On January 20, 2025

the Trump Administration issued an Executive Order, Regulatory Freeze Pending Review, which withdrew all rules which had been sent to the Office of

the Federal Register but not yet published, so they could be reviewed and approved. This PHMSA final rule has yet to be published in the Federal

Register. The adoption of laws or regulations that apply more comprehensive or stringent safety standards can increase the expenses we incur for

gathering service.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

Resource Conservation and Recovery Act

The Federal Resource Conservation and Recovery Act (“RCRA”) and corresponding state laws and regulations impose requirements for the management,

treatment, storage and disposal of hazardous and non-hazardous wastes, including wastes generated by our operations. Drilling fluids, produced waters

and most of the other wastes associated with the exploration, development and production of natural gas and oil are currently regulated under RCRA’s

solid (non-hazardous) waste provisions. However, legislation has been proposed from time to time, and various environmental groups have filed lawsuits

that, if successful, could result in the reclassification of certain natural gas and oil exploration and production wastes as “hazardous wastes,” which

would make such wastes subject to much more stringent handling, disposal and clean-up requirements. A change in the RCRA exclusion for drilling

fluids, produced waters and related wastes could result in an increase in our costs to manage and dispose of generated wastes, which could have a

material adverse effect on the industry as well as on our results of operations and financial position.

Comprehensive Environmental Response, Compensation, and Liability Act

The Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA” or “Superfund”) imposes joint and several liability for costs of

investigation and remediation, and for natural resource damages without regard to fault or the legality of the original conduct, on certain classes of

persons with respect to the release into the environment of substances designated under CERCLA as hazardous substances. These classes of persons,

called potentially responsible parties (“PRP”), include the current and past owners or operators of a site where the release occurred and anyone who

disposed, transported, or arranged for the disposal, transportation, or treatment of a hazardous substance found at the site. CERCLA also authorizes the

EPA and, in some instances, third parties to take actions in response to threats to public health or the environment, and to seek to recover from PRPs

for the costs of such action. Many states, including states in which we operate, have adopted comparable state statutes.

Although CERCLA generally exempts “petroleum” from regulation, in the course of our operations we have generated and will generate wastes that may

fall within CERCLA’s definition of hazardous substances, and may have disposed of these wastes at disposal sites owned and operated by others. We

may also be the owner or operator of sites on which hazardous substances have been released. In the event contamination is discovered at a site on

which we are or have been an owner or operator, or to which we have sent hazardous substances, we could be jointly and severally liable for the costs

of investigation and remediation, and for natural resource damages. Further, it is not uncommon for neighboring landowners and other third parties to

file claims for personal injury and property damage allegedly caused by hazardous substances or other pollutants released into the environment.

Oil Pollution Act

The primary federal law related to oil spill liability is the Oil Pollution Act (“OPA”), which amends and augments oil spill provisions of the CWA and

imposes certain duties and liabilities on certain “responsible parties” related to the prevention of oil spills and damages resulting from such spills in or

threatening waters of the United States or adjoining shorelines. A liable “responsible party” includes the owner or operator of a facility, vessel or pipeline

that is a source of an oil discharge or that poses the substantial threat of discharge. The OPA assigns joint and several liability, without regard to fault,

to each responsible party for oil removal costs and a variety of public and private damages. Although defenses exist to the liability imposed by the OPA,

they are limited. In the event of an oil discharge or substantial threat of discharge, we may be liable for costs and damages.

Regulation of the Sale and Transportation of Natural Gas, NGLs and Oil

The transportation and sale, or resale, of natural gas in interstate commerce are regulated by the Federal Energy Regulatory Commission (“FERC”)

under the Natural Gas Act of 1938, the Natural Gas Policy Act of 1978, and regulations issued under those statutes. FERC regulates interstate natural

gas transportation rates, and the terms and conditions of service, which affects the marketing of natural gas that we produce, as well as the revenues

we receive for sales of our natural gas. FERC regulations require that rates, terms and conditions of service for interstate service pipelines that transport

crude oil and refined products and certain other liquids be just and reasonable and must not be unduly discriminatory or confer any undue preference

upon any shipper. FERC regulations also require interstate common carrier petroleum pipelines to file with FERC and publicly post tariffs stating their

interstate transportation rates, terms and conditions of service.

Section 1(b) of the Natural Gas Act exempts from regulation by FERC facilities used for the production and gathering of natural gas. However, the

distinction between federally unregulated gathering facilities and FERC regulated transmission facilities is a fact-based determination, and the

classification of facilities has recently been the subject of regulatory dispute. We own certain natural gas pipeline facilities that we believe meet the

traditional tests FERC has used to establish a pipeline’s primary function as “gathering,” thus exempting it from the jurisdiction of FERC under the

Natural Gas Act.

Intrastate natural gas transportation is also subject to regulation by state regulatory agencies. The basis for intrastate regulation of natural gas

transportation and the degree of regulatory oversight and scrutiny given to intrastate natural gas pipeline rates and services varies from state to state.

Like the regulation of interstate transportation rates, the regulation of intrastate transportation rates affects the marketing of natural gas that we

produce, as well as the revenues we receive for sales of our natural gas.

FERC regulates the rates and terms and conditions of service for transportation of oil and NGLs on interstate pipelines under the provisions of the

Interstate Commerce Act, the Energy Policy Act of 1992 and amendments to and regulations issued under those statutes. Intrastate transportation of

oil, NGLs and other products is dependent on pipelines whose rates, terms and conditions of service are subject to regulation by state regulatory bodies

under state statutes.

The price of natural gas, NGLs, and crude oil are currently not directly regulated, but Congress historically has been active in the area of natural gas,

NGLs and crude oil regulation. We cannot predict whether new legislation to regulate sales might be enacted in the future or what effect, if any, any

such legislation might have on our operations.

Health and Safety Laws

Our operations are subject to regulation under the federal Occupational Safety and Health Act (“OSHA”) and comparable state laws in some states, all of

which regulate health and safety of employees at our operations. Additionally, OSHA’s hazardous communication standard, the EPA community right-to-

know regulations under Title III of the federal Superfund Amendment and Reauthorization Act, and comparable state laws require that information be

maintained about hazardous materials used or produced by our operations and that this information be provided to employees, state and local

governments and the public.

Emissions Laws and Regulations

There are a number of proposed and recently-enacted laws and regulations at the international, federal, state, regional and local level that seek to limit

or require disclosure regarding greenhouse gas emissions and climate-related matters. Such laws and regulations could increase our costs, including

requirements that necessitate the installation of new equipment or the purchase of emission allowances. These laws and regulations could also impact

our customers, including the electric generation industry, making alternative sources of energy more competitive and thereby decreasing demand for


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

the natural gas and oil we produce. Additional regulation could also lead to permitting delays and additional monitoring and administrative requirements,

in turn impacting electricity generating operations.

At the international level, the UN-sponsored “Paris Agreement,” for nations to limit their greenhouse gas emissions through non-binding, individually-

determined reduction goals every five years after 2020. In November 2021, the international community gathered in Glasgow at the 26th Conference of

the Parties to the UN Framework Convention on Climate Change, during which multiple announcements were made, including a call for parties to

eliminate certain fossil fuel subsidies and pursue further action on non-carbon dioxide greenhouse gases. In a related gesture, the United States and the

European Union jointly announced the launch of the “Global Methane Pledge,” which aims to cut global methane pollution by at least 30% by 2030

relative to 2020 levels, including “all feasible reductions” in the energy sector. Such commitments were re-affirmed at the 27th Conference of the Parties

in Sharm El Sheikh. However, the United States indicated in January 2025 it will withdraw from the Paris Agreement, and changes undertaken by the

new U.S. Presidential Administration have or may in the future reverse or rescind climate-related initiatives and regulations adopted by prior

administrations and focus on driving increased U.S. energy production. Although it is not possible at this time to predict how legislation or new

regulations that may be adopted pursuant to the Paris Agreement to address greenhouse gas emissions would impact our business, any such future

laws and regulations imposing reporting obligations on, or limiting emissions of greenhouse gases from, our equipment and operations could require us

to incur costs to implement such measures associated with our operations.

In addition, activists concerned about the potential effects of climate change have directed their attention at sources of funding for energy companies,

which has resulted in certain financial institutions, funds and other sources of capital restricting or eliminating their investment in natural gas and oil

activities. Ultimately, this could make it more difficult to secure funding for exploration and production activities. Litigation risks are also increasing, as a

number of cities and other local governments have sought to bring suits against the largest oil and natural gas exploration and production companies in

state or federal court, alleging, among other things, that such companies created public nuisances by producing fuels that contributed to global climate

change effects, such as rising sea levels, and therefore are responsible for roadway and infrastructure damages, or alleging that the companies have

been aware of the adverse effects of climate change for some time but defrauded their investors by failing to adequately disclose those impacts.

Sustainability Review

We are committed to addressing key environmental issues from our operations, as well as relevant social issues for the people across our operations,

while upholding the values and principles upon which we were founded. We adhere to high operating standards with a strong focus on environmental

protection, employee health and safety, and positive community engagement.

We proudly accept the responsibility and privilege of being part of the solution to the significant challenges of our nation’s energy, environment, and

economic security. By providing a reliable supply of abundant domestic energy from assets with a smaller environmental footprint than newly drilled

wells, we support our nation’s energy security. We invest in and implement measures to reduce emissions at our facilities, produce differentiated natural

gas through industry-recognized emissions detection, measurement, and mitigation processes, and retire orphan wells for several states, contributing to

environmental best practices. Additionally, we provide affordable and sustainable domestic energy, direct and indirect employment, mineral royalties,

and support tax revenues for the communities where we operate, contributing to economic prosperity, opportunity, and security.

We invite you to explore our annual Sustainability Report, typically released in the second calendar quarter, to gain insights into our actions aimed at

identifying, improving, and monitoring our sustainability efforts focused on planet, people, and principles. Our Sustainability Reports are available on our

website at www.div.energy.

Incentivizing Performance

Our commitment to climate and business resiliency is reflected, in part, in our compensation plans for executives and senior leaders. Depending on their

respective roles in the Group, these leaders have a proportion of their variable pay each year tied to the delivery of sustainability and climate-related

targets.

The Board and its Remuneration Committee annually review the appropriateness of the measures incorporated into the Executive Director’s annual

bonus plan and have consistently increased the non-financial sustainability-related component within the plan. For the year ended 2024, this component

represented 30% of the total eligible bonus, including a 15% environmental component directly related to methane intensity reductions and pneumatic

valve replacements. This plan and its results are audited annually.

Since 2022, 20% of the Executive Director’s long-term incentive plan (“LTIP”) also has been tied to non-financial climate targets. Audited annually, the

LTIP contains a three-year vesting period with 20% of the incentive specifically tied to tactical methods to achieve additional methane intensity

reductions in our climate journey.

For the Executive Director in the 2025 calendar year, the annual bonus and LTIP percentages tied to non-financial sustainability-related performance

remain at 25% and 20%, respectively.

Similar short- and long-term climate-related incentive compensation metrics are also applicable to members of senior leadership who play an active role

in executing the Group’s tactical emission reduction plans as well as executing other operational and environmental stewardship initiatives.

For more information on the performance conditions attached to executive remuneration incentive arrangements, refer to the Remuneration

Committee's Report within this Annual Report & Form 20-F.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

Section 172 Companies Act Statement

In compliance with sections 172 (‘Section 172”) and 414CZA of the UK Companies Act, the Board makes the following statement in relation to the year

ended December 31, 2024:

Our stakeholders are the many individuals and organizations that are affected by or interact with our operations and with whom we therefore seek to

proactively and positively engage. We strive to maintain productive, mutually beneficial relationships with each stakeholder group by treating all

stakeholders with fairness and respect and by providing timely and effective information and responses.

We maintain several communication methods that afford two-way engagement with our stakeholder groups, including interactions via face-to-face,

telephone, or email exchange; published company reports, press releases, and investor presentations; industry or conference participation; and other

company engagement.

As the owner and operator of long-life assets, we aim to make decisions that consider both the long-term success of Diversified and value creation for

our stakeholders. Engaging with our stakeholders informs our decision-making, including consideration of our long-term strategic objectives and the

activities that support these aims, such as merger and acquisition diligence and the management of climate risk.

The following information provides a summary of stakeholder engagements from 2024.

Employees

We know our employees are essential to our success and growth. We recognize the need for a skilled and committed workforce, with a diverse range of

experience and perspectives, and we value the contribution it affords.

Key Areas of Focus

•Incident management

•Employee, driver and process safety

•Employee development

•Workplace culture

Action and Engagement

Our CEO and other executive management periodically conduct town hall meetings and field visits to personally and directly engage with employees and

to provide opportunities for employees to have direct management engagement. Our Board’s Non-Executive Director Employee Representative, Sandra

M. Stash, also periodically engages with the workforce to receive employee feedback on our business strategy, corporate culture and remuneration

policies, and shares this feedback with the Board. The valuable feedback from these meetings, along with that resulting from a periodic corporate-wide

Employee Experience Survey, when applicable, is used to strengthen future employee engagement and initiatives. We also regularly conduct new hire

surveys regarding the onboarding process and exit interviews, both important tools to further improve employee experiences.

In 2024, our CEO, accompanied by members of the executive and senior management teams, visited several locations across our operating footprint,

conducting town hall meetings with some 60% of total employees and presenting updates on strategic operational and financial company initiatives. To

better support our employees, we expanded our family-focused programs to include an Employee Adoption Program, which provides financial assistance

and maternal or paternal leave for the adoption process, and further continued our focus on mental and physical well-being through health and fitness

challenges and educational webinars.

Communities

We actively support sustainable socio-economic development in the communities in which we live and work and aim to minimize any potential negative

impacts from our operations. Community engagement includes developing and maintaining trusted relationships with our land and mineral owners with

the recognition that these relationships are key to our acquisitive business strategy and ability to achieve our operational goals. From personal and

socio-economic investment to strategic academic and educational support, our employees engage and serve their local communities through effective

partnerships that make a real difference.

Key Areas of Focus

•Incident management

•Effective grievance mechanisms

•Environmental protection

•Royalty payments

•Socio-economic investment and outreach

•Local hiring

Action and Engagement

Through our formalized Community Giving and Engagement Program and other corporate initiatives throughout our operating footprint, in 2024 we

provided approximately $2.1 million in financial support to numerous organizations, including adult and children’s health and well-being programs, local

food banks, secondary and higher educational programs and initiatives, student athlete-related ventures and engagements, and municipal services. We

were especially pleased to support children’s initiatives which included, for the fourth consecutive year, distributing $205,000 worth of winter coats to

more than 2,700 children in nine schools through Operation Warm. We also supported 12 different foster care organizations and provided meals for the

associated families and workers within these organizations.

Our employees responded to more than 33,000 inquiries from our royalty and surface owners through our corporate call center. We also distributed

approximately $167 million in royalty payments to more than 84,000 royalty owners in 2024.

Equity and Debt Investors

We actively engage with our capital market partners, financial institutions and rating agencies to support a full understanding of our business and

progress against our strategic priorities.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

Key Areas of Focus

•Emissions reductions

•Climate risk and energy transition

•Incident management

•Risk management

•Corporate Governance

•Financial stability

•Access to funding

Action and Engagement

We regularly provide financial, operational and other sustainability performance updates to our equity and debt investors. These updates may be in the

form of investor relations presentations, press releases, website updates, or direct calls and meetings, inclusive of the CEO, CFO, SVP-Investor

Relations, SVP-Sustainability, SVP-EHS and/or Board Chairman, as applicable. The Annual General Meeting (“AGM”) also provides an opportunity for

shareholders to engage with the Board and Executive Management.

Our increasing participation in energy conferences, industry events and non-deal roadshows has provided added opportunities for discussions with

current and potential Credit Facility lenders and ABS investors particularly interested in our sustainability and emissions reductions strategies, activities

and results. Reflective of that interest by ABS investors and our commitment to climate and operating targets, certain of our ABS transactions, as well as

our sustainability-linked Credit Facility, have included interest rate impacts tied to certain of these sustainability targets.

Governments

We seek to develop and maintain positive relationships and regular dialogue with various stakeholder groups within our federal, state and local

governments.

Key Areas of Focus

•Legal compliance

•Tax payments to governments

•Safe and efficient asset retirement

•Emissions reductions

•Risk management

•Environmental protection

Action and Engagement

Executive and operational management engage with federal, state and local regulators to address legislative, regulatory and operational matters

important to our company and our industry. With risk identification and protection of the local environment and biodiversity in mind, we proactively

engage applicable regulatory agencies before commencing a project to foster transparent dialogue during the completion and approval of applicable

environmental assessments and related actions.

We seek to keep regulatory agencies appraised of our operational and well retirement activities and to provide objective and measurable progress

indicators. Our Next LVL Energy well retirement subsidiary supports company efforts to exceed annual state plugging requirements and well retirement

needs of other oil and gas operators in the Appalachia Region as well as the individual states in their respective federal orphan well retirement

programs.

Customers

We believe hydrocarbon production is, and will continue to be, essential to supporting modern human life. Therefore, we work hard to deliver

environmentally-focused, responsibly produced natural gas, NGLs and oil that satisfy regulatory requirements and meet the energy demands of our local

communities and customers while supporting our climate goals.

Key Areas of Focus

•Incident management

•Process safety

•Access to funding

Action and Engagement

We delivered 791 MMcfepd in 2024 with no cited process and pipeline safety events or associated civil penalties. We continue to use our

pipeline awareness programs to provide relevant information and education to those who interact with our assets or employees.

Business Partners

We aim to establish mutually beneficial relationships with our business partners. As operator, we work on behalf of our joint operating partners to safely

and efficiently manage the assets and deliver our products. Further, we strive to develop strong relationships with our contractors and suppliers that are

built on trust, transparency and quality products and services.

Key Areas of Focus

•Access to funding

•Risk management

•Employee and process safety

•Accident prevention

•Procurement management


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

Action and Engagement

We fulfill our responsibility as operator by responsibly managing the wells, ensuring payment of related expenses, and distributing to our joint interest

partners the applicable revenues and royalties from the wells’ commodity sales.

We use local contractors and suppliers in each of the states in which we conduct our operations. We engage the expertise and capability of a leading

supply chain risk management firm to continuously screen and monitor contractor safety performance and compliance through stringent operating

guidelines. With a network of approximately 700 contractors, this real-time monitoring helps to ensure our contractors are providing us with the

necessary product and service quality to meet the expectations of our stakeholders and supports ongoing agreements with those contractors who satisfy

our safety thresholds.

Financial Review

Operating Results

Key Factors Affecting Our Performance

Our financial condition and results of operations have been, and will continue to be, affected by a number of important factors, including the following:

Strategic Acquisitions

We have made, and will continue to make, strategic acquisitions to strengthen our current market presence and expand into new markets. We have

made the following business combinations or asset acquisitions for a total aggregate consideration of $939 million during the years ended December 31,

2024, 2023 and 2022, comprised of:

•October 2024: The East Texas II Acquisition, in which we acquired certain upstream assets and related infrastructure in the Central Region;

•August 2024: The Crescent Pass Acquisition, in which we acquired certain upstream assets and related infrastructure in the Central Region;

•June 2024: The Oaktree Acquisition, in which we acquired Oaktree’s proportionate working interest in the East Texas, Tapstone, Tanos and Indigo

acquisitions;

•March 2023: The Tanos II Assets Acquisition, in which we acquired certain upstream assets and related infrastructure in the Central Region;

•September 2022: The ConocoPhillips Assets Acquisition, in which we acquired certain upstream assets and related gathering infrastructure in the

Central Region;

•July 2022: Certain plugging infrastructure in the Appalachian Region;

•May 2022: Certain plugging infrastructure in the Appalachian Region;

•April 2022:

•The East Texas I Acquisition, in which we acquired working interests in certain upstream assets and related facilities within the Central Region

from a private seller, in conjunction with Oaktree;

•Certain midstream assets, inclusive of a processing facility, in the Central Region that was contiguous to our East Texas I assets; and

•February 2022: Certain plugging infrastructure in the Appalachian Region.

Our strategic acquisitions may impact the comparability of our financial results across different periods. We plan to continue selectively pursuing

acquisitions to continue to produce reliable free cash flow for our shareholders. We will evaluate and execute opportunities that complement and scale

our business, optimize profitability, expand into adjacent markets, and add new capabilities.

Recent Developments

•In March 2025, the Group announced the completion of its previously announced Maverick acquisition for a gross purchase price of approximately

$1,275 million. The transaction was funded through the assumption of approximately $700 million of Maverick debt outstanding, the issuance of

21,194,213 new ordinary shares direct to the unitholders of Maverick, and approximately $207 million in cash on hand.

•In March 2025, in connection with the close of the Maverick acquisition, the Group amended and restated the credit agreement governing its Credit

Facility. The amendment extended the maturity of the Credit Facility to March 2029 and increased the borrowing base to $900 million, primarily

resulting from the additional collateral acquired from Maverick. There were no other material changes to pricing or terms. The Group utilized the

proceeds from the upsized borrowing base to fund a portion of the Maverick acquisition and repay the outstanding principal on Term Loan II.

•In February 2025, the Group formed Diversified ABS Phase X LLC, a limited-purpose, bankruptcy-remote, wholly-owned subsidiary (“ABS X”), to

issue asset-backed securities with a total principal amount of $530 million at par value (“the ABS X Notes”). The Group utilized the proceeds from

the ABS X Notes to refinance the ABS I Notes, ABS II Notes, and Term Loan I, and to fund the Summit Natural Resources (“Summit”) transaction.

•In February 2025, the Group announced the completion of its previously announced acquisition of certain upstream assets and related

infrastructure within Virginia, West Virginia, and Alabama of the Appalachian Region from Summit for a gross purchase price of approximately $45

million before customary purchase price adjustments. The transaction was funded through the new ABS X Notes collateralized, in part, by the

acquired assets.

•In February 2025, the Company issued 8,500,000 new ordinary shares at $14.50 per share to raise gross proceeds of $123 million. In addition, the

Company has granted the underwriters a 30-day option to purchase up to an additional 850,000 ordinary shares at the public offering price, less

underwriting discount. The Group used the net proceeds to repay a portion of the debt to be incurred in connection with the Maverick transaction.

Refer to Notes 5, 16, and 21 in the Notes to the Group Financial Statements for additional information regarding acquisitions, share capital, and debt.

Segment Reporting

Our operations consist of one reportable segment in the United States under IFRS 8. Refer to Note 2 in the Notes to the Group Financial Statements for

a description of our segment reporting.

Results of Operations

Refer to APMs within this Annual Report & Form 20-F for information on how certain of the metrics below are calculated and reconciled to IFRS

measures. Discussion related to prior period results can be found in the Results of Operations section of our 2023 Annual Report & Form 20-F on our

website at www.div.energy.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report


	Year Ended
	December 31, 2024	December 31, 2023	Change	% Change
Net production
Natural gas (MMcf)	244,298	256,378	(12,080)	(5%)
NGLs (MBbls)	5,980	5,832	148	3%
Oil (MBbls)	1,568	1,377	191	14%
Total production (MMcfe)	289,586	299,632	(10,046)	(3%)
Average daily production (MMcfepd)	791	821	(30)	(4%)
% Natural gas (Mcfe basis)	84%	86%
Average realized sales price (excluding impact of derivatives settled in cash)
Natural gas (Mcf)	$1.90	$2.17	$(0.27)	(12%)
NGLs (Bbls)	25.17	24.23	0.94	4%
Oil (Bbls)	74.71	75.46	(0.75)	(1%)
Total (Mcfe)	$2.53	$2.68	$(0.15)	(6%)
Average realized sales price (including impact of derivatives settled in cash)
Natural gas (Mcf)	$2.57	$2.86	$(0.29)	(10%)
NGLs (Bbls)	24.32	26.05	(1.73)	(7%)
Oil (Bbls)	69.54	68.44	1.10	2%
Total (Mcfe)	$3.05	$3.27	$(0.22)	(7%)
Revenue (in thousands)
Natural gas	$464,600	$557,167	$(92,567)	(17%)
NGLs	150,513	141,321	9,192	7%
Oil	117,146	103,911	13,235	13%
Total commodity revenue	$732,259	$802,399	$(70,140)	(9%)
Midstream revenue	32,535	30,565	1,970	6%
Other revenue	30,047	35,299	(5,252)	(15%)
Total revenue	$794,841	$868,263	$(73,422)	(8%)
Gain (loss) on derivative settlements (in thousands)
Natural gas	$164,452	$177,139	$(12,687)	(7%)
NGLs	(5,055)	10,594	(15,649)	(148%)
Oil	(8,108)	(9,669)	1,561	(16%)
Net gain (loss) on commodity derivative settlements(a)	$151,289	$178,064	$(26,775)	(15%)
Total revenue, inclusive of settled hedges	$946,130	$1,046,327	$(100,197)	(10%)


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report


	Year Ended
	December 31, 2024	December 31, 2023	Change	% Change
Per Mcfe Metrics
Average realized sales price
(including impact of derivatives settled in cash)	$3.05	$3.27	$(0.22)	(7%)
Midstream and other revenue	0.22	0.22	—	—%
LOE	(0.80)	(0.71)	(0.09)	13%
Midstream operating expense	(0.24)	(0.23)	(0.01)	4%
Employees, administrative costs and professional services	(0.30)	(0.26)	(0.04)	15%
Recurring allowance for credit losses	—	(0.03)	0.03	(100%)
Production taxes	(0.12)	(0.21)	0.09	(43%)
Transportation expense	(0.31)	(0.32)	0.01	(3%)
Proceeds received from leasehold sales(b)	0.14	0.09	0.05	56%
Adjusted EBITDA per Mcfe	$1.64	$1.82	$(0.18)	(10%)
Adjusted EBITDA margin	50%	52%
Other financial metrics (in thousands)
Operating profit (loss)	$(43,026)	$1,161,051	$(1,204,077)	(104%)
Net income (loss)	$(87,001)	$759,701	$(846,702)	(111%)
Adjusted EBITDA	$472,309	$546,788	$(74,479)	(14%)

(a)Net gain (loss) on commodity derivative settlements represents cash (paid) or received on commodity derivative contracts. This excludes settlements on foreign

currency and interest rate derivatives as well as the gain (loss) on fair value adjustments for unsettled financial instruments for each of the periods presented.

(b)Proceeds received from leasehold sales consists of $27 million, $24 million and $2 million in cash proceeds received for leasehold sales during the years ended

December 31, 2024, 2023 and 2022, respectively, less $14 million and $4 million of basis in leasehold sales for the years ended December 31, 2024 and 2023,

respectively.

Forward-Looking Statements

This Annual Report & Form 20-F contains forward-looking statements that can be identified by the following terminology, including the terms “may,”

“might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,”

“contemplate,” “possible,” or the negative of these terms or other variations or comparable terminology, or by discussions of strategy, plans, objectives,

goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places

throughout this Annual Report & Form 20-F and include, but are not limited to, statements regarding our intentions, beliefs or current expectations

concerning, among other things, our results of operations, financial positions, liquidity, prospects, growth, strategies and the natural gas and oil

industry. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.

Forward-looking statements are not guarantees of future performance and the actual results of our operations, financial position and liquidity, and the

development of the markets and the industry in which we operate, may differ materially from those described in, or suggested by, the forward-looking

statements contained in this Annual Report & Form 20-F. In addition, even if the results of operations, financial position and liquidity, and the

development of the markets and the industry in which we operate are consistent with the forward-looking statements contained in this Annual Report &

Form 20-F, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause

results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general

economic and business conditions, the behavior of other market participants, industry trends, competition, commodity prices, changes in regulation,

currency fluctuations, our ability to recover our reserves, our ability to successfully integrate acquisitions, our ability to obtain financing to meet liquidity

needs, changes in our business strategy, political and economic uncertainty.

Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this Annual Report & Form 20-F

speak only as of the date of this Annual Report & Form 20-F, reflect our current view with respect to future events and are subject to risks relating to

future events and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. Investors

should specifically consider the factors identified in this Annual Report & Form 20-F which could cause actual results to differ before making an

investment decision. Subject to the requirements of the Prospectus Rules, the Disclosure and Transparency Rules and the Listing Rules or applicable

law, we explicitly disclaim any obligation or undertaking publicly to release the result of any revisions to any forward-looking statements in this Annual

Report & Form 20-F that may occur due to any change in our expectations or to reflect events or circumstances after the date of this Annual Report &

Form 20-F.

Production, Revenue & Hedging

Total revenue in the year ended December 31, 2024 of $795 million decreased 8% from $868 million reported for the year ended December 31, 2023,

primarily due to a 6% decrease in the average realized sales price, excluding the impact of derivatives settled in cash, and 3% lower production which

was primarily related to the sale of equity interest in DP Lion Equity Holdco in December 2023 along with normal declines. This decrease was partially

offset by increased production as a result of the Oaktree, Crescent Pass, and East Texas II acquisitions in 2024. Including commodity hedge settlement

gains of $151 million and $178 million in 2024 and 2023, respectively, total revenue, inclusive of settled hedges, decreased by 10% to $946 million in

2024 from $1,046 million in 2023.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

The following table summarizes average commodity prices for the periods presented with Henry Hub on a per Mcf basis and Mont Belvieu and WTI on a

per Bbl basis:


	Year Ended
	December 31, 2024	December 31, 2023	$ Change	% Change
Henry Hub	$2.27	$2.74	$(0.47)	(17%)
Mont Belvieu	38.16	34.11	4.05	12%
WTI	75.72	77.62	(1.90)	(2%)

Commodity Revenue

The following table reconciles the change in commodity revenue (excluding the impact of hedges settled in cash) by reflecting the effect of changes in

volume and in the underlying prices:


(In thousands)	Natural Gas	NGLs	Oil	Total
Commodity revenue for the year ended December 31, 2022	$1,544,658	$188,733	$139,620	$1,873,011
Volume increase (decrease)	4,717	22,935	(15,903)	11,749
Price increase (decrease)	(992,208)	(70,347)	(19,806)	(1,082,361)
Net increase (decrease)	(987,491)	(47,412)	(35,709)	(1,070,612)
Commodity revenue for the year ended December 31, 2023	$557,167	$141,321	$103,911	$802,399
Volume increase (decrease)	(26,214)	3,586	14,413	(8,215)
Price increase (decrease)	(66,353)	5,606	(1,178)	(61,925)
Net increase (decrease)	(92,567)	9,192	13,235	(70,140)
Commodity revenue for the year ended December 31, 2024	$464,600	$150,513	$117,146	$732,259

To manage our cash flows in a volatile commodity price environment and as required by our SPV-level asset-backed securities, we utilize derivative

hedging contracts that allow us to fix the per unit sales prices for our production. As of December 31, 2024, approximately 86% of our production was

fixed through derivative hedging contracts over the next twelve months. The tables below set forth the commodity hedge impact on commodity

revenue, excluding and including cash received for commodity hedge settlements:


(In thousands, except per unit data)	Year Ended December 31, 2024
	Natural Gas		NGLs		Oil		Total Commodity
	Revenue	Realized $	Revenue	Realized $	Revenue	Realized $	Revenue	Realized $
	Revenue	per Mcf	Revenue	per Bbl	Revenue	per Bbl	Revenue	per Mcfe
Excluding hedge impact	$464,600	$1.90	$150,513	$25.17	$117,146	$74.71	$732,259	$2.53
Commodity hedge impact	164,452	0.67	(5,055)	(0.85)	(8,108)	(5.17)	151,289	0.52
Including hedge impact	$629,052	$2.57	$145,458	$24.32	$109,038	$69.54	$883,548	$3.05


(In thousands, except per unit data)	Year Ended December 31, 2023
	Natural Gas		NGLs		Oil		Total Commodity
	Revenue	Realized $	Revenue	Realized $	Revenue	Realized $	Revenue	Realized $
	Revenue	per Mcf	Revenue	per Bbl	Revenue	per Bbl	Revenue	per Mcfe
Excluding hedge impact	$557,167	$2.17	$141,321	$24.23	$103,911	$75.46	$802,399	$2.68
Commodity hedge impact	177,139	0.69	10,594	1.82	(9,669)	(7.02)	178,064	0.59
Including hedge impact	$734,306	$2.86	$151,915	$26.05	$94,242	$68.44	$980,463	$3.27

Refer to Note 13 in the Notes to the Group Financial Statements for additional information regarding derivative financial instruments.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

Expenses


(In thousands, except per unit data)	Year Ended
	December 31, 2024		December 31, 2023		Total Change		Per Mcfe Change
	December 31, 2024	Per Mcfe	December 31, 2023	Per Mcfe	$	%	$	%
LOE(a)	$231,651	$0.80	$213,078	$0.71	$18,573	9%	$0.09	13%
Production taxes(b)	36,043	0.12	61,474	0.21	(25,431)	(41%)	(0.09)	(43%)
Midstream operating expenses(c)	70,747	0.24	69,792	0.23	955	1%	0.01	4%
Transportation expenses(d)	90,461	0.31	96,218	0.32	(5,757)	(6%)	(0.01)	(3%)
Total operating expenses	$428,902	$1.47	$440,562	$1.47	$(11,660)	(3%)	$—	—%
Employees, administrative costs and professional services(e)	86,885	0.30	78,659	0.26	8,226	10%	0.04	15%
Costs associated with acquisitions(f)	11,573	0.04	16,775	0.06	(5,202)	(31%)	(0.02)	(33%)
Other adjusting costs(g)	22,375	0.08	17,794	0.06	4,581	26%	0.02	33%
Non-cash equity compensation(h)	8,286	0.03	6,494	0.02	1,792	28%	0.01	50%
Total operating and G&A expenses	$558,021	$1.92	$560,284	$1.87	$(2,263)	—%	$0.05	3%
Depreciation, depletion and amortization	256,484	0.89	224,546	0.75	31,938	14%	0.14	19%
Allowance for credit losses(i)	101	—	8,478	0.03	(8,377)	(99%)	(0.03)	(100%)
Total expenses	$814,606	$2.81	$793,308	$2.65	$21,298	3%	$0.16	6%

(a)LOE encompasses costs incurred to maintain producing properties. These costs include direct and contract labor, repairs and maintenance, emissions reduction

initiatives, water hauling, compression, automobile, insurance, and materials and supplies expenses.

(b)Production taxes consist of severance and property taxes. Severance taxes are typically paid on produced natural gas, NGLs and oil at fixed rates set by federal, state or

local taxing authorities. Property taxes are generally based on the valuation of the Group’s natural gas and oil properties and midstream assets by the taxing

jurisdictions.

(c)Midstream operating expenses are the daily costs of operating the Group’s owned midstream assets, including employee and benefit expenses.

(d)Transportation expenses are the daily costs incurred from third-party systems to gather, process, and transport the Group’s natural gas, NGLs and oil.

(e)Employees, administrative costs and professional services include payroll and benefits for our administrative and corporate staff, costs of maintaining administrative and

corporate offices, managing our production operations, franchise taxes, public company costs, fees for audit and other professional services, and legal compliance.

(f)Costs associated with acquisitions are related to the integration of acquisitions, which vary for each acquisition. For acquisitions classified as business combinations,

these costs include transaction costs directly associated with a successful acquisition. They also encompass costs related to transition service arrangements, where the

Group pays the seller of the acquired entity a fee to manage G&A functions until full integration of the assets. Additionally, these costs include costs to cover expenses

for integrating IT systems, consulting, and internal workforce efforts directly related to incorporating acquisitions into the Group’s systems.

(g)Other adjusting costs include items that affect the comparability of results or are not indicative of ongoing business trends. These costs consist of one-time projects,

contemplated transactions or financing arrangements, contract terminations, deal breakage and/or sourcing costs for acquisitions, and unused firm transportation.

(h)Non-cash equity compensation represents the expense recognition for share-based compensation provided to key members of the management team. Refer to Note 17

in the Notes to the Group Financial Statements for additional details on non-cash share-based compensation.

(i)Allowance for credit losses consists of the recognition and reversal of credit losses. Refer to Note 14 in the Notes to the Group Financial Statements for additional

information regarding credit losses.

Operating Expenses

Per unit operating expense remained flat year-over-year, resulting from:

•Higher per unit LOE that increased 13%, or $0.09 per Mcfe, which is reflective of the Oaktree, Crescent Pass, and East Texas II acquisitions in 2024.

•Lower per unit production taxes that declined 43%, or $0.09 per Mcfe were primarily attributable to a decrease in severance and property taxes as a

result of a decrease in revenue due to lower production and commodity prices, as well as lower valuations for property taxes experienced during the

year;

•Higher per unit midstream operating expense that increased 4%, or $0.01 per Mcfe were primarily attributable to the growth in our midstream

operations due to Central region expansion; and

•Lower per unit transportation expenses that declined 3%, or $0.01 per Mcfe, were primarily related to decreases in commodity price-linked

components of third-party midstream rates and costs.

General and Administrative Expense

G&A expense increased primarily due to:

•Higher employees, administrative costs and professional services resulting in additional cost to support our ongoing growth through acquisitions. On

a per Mcfe basis, these costs increased 15%, or $0.04 per Mcfe;

•Lower costs associated with acquisitions primarily related to a reduction in legal and consulting services incurred in 2024 as compared to 2023. On a

per Mcfe basis, these costs decreased 33% or $0.02 per Mcfe;

•Higher other adjusting costs primarily related to increased costs associated with litigation expense. These costs were partially offset by decreases in

costs related to unused firm transportation and employee severance costs. On a per Mcfe basis, these costs increased 33%, or $0.02 per Mcfe; and


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

•Higher non-cash equity compensation due to an increase in the number of participants in the long-term incentive plan in 2024. On a per Mcfe basis,

these costs increased 50%, or $0.01 per Mcfe.

Other Expenses

Depreciation, depletion and amortization (“DD&A”) increased due to:

•Higher depletion expense as a result of an increase in our DD&A rate, which was partially offset by a 3% decrease in production over the period.

The increase in our DD&A rate was due to the decrease in our estimated proved reserves relative to our depreciable base, driven primarily by

changes in commodity prices year-over-year as well as the sale of equity interest in DP Lion Equity Holdco LLC in December 2023. The proved

reserves decrease was partially offset by the acquisition of the Oaktree, Crescent Pass, and East Texas II assets in 2024.

Allowance for credit losses decreased due to:

•The impact on anticipated credit losses on joint interest owner receivables has a direct relationship with pricing and distributions to individual

owners. As the pricing environment declined in 2023, the underlying well economics did as well, and as a result, in 2023, we increased our reserve

by $8 million. In 2024, with pricing more stable, no such adjustment to the reserve was deemed necessary.

Refer to Notes 5, 10, 11 and 13 in the Notes to the Group Financial Statements for additional information regarding acquisitions, natural gas and oil

properties, property, plant and equipment and derivative financial instruments, respectively.

Derivative Financial Instruments

We recorded the following gain (loss) on derivative financial instruments in the Consolidated Statement of Comprehensive Income for the periods

presented:


(In thousands)	Year Ended
(In thousands)	December 31, 2024	December 31, 2023	$ Change	% Change
Net gain (loss) on commodity derivatives settlements(a)	$151,289	$178,064	$(26,775)	(15%)
Net gain (loss) on interest rate swap(a)	190	(2,722)	2,912	(107%)
Gain (loss) on foreign currency hedges(a)	—	(521)	521	(100%)
Total gain (loss) on settled derivative instruments	$151,479	$174,821	$(23,342)	(13%)
Gain (loss) on fair value adjustments of unsettled financial instruments(b)	(189,030)	905,695	(1,094,725)	(121%)
Total gain (loss) on derivative financial instruments	$(37,551)	$1,080,516	$(1,118,067)	(103%)

(a)Represents the cash settlement of hedges that settled during the period.

(b)Represents the change in fair value of financial instruments net of removing the carrying value of hedges that settled during the period.

For the year ended December 31, 2024, we recognized a loss on derivative financial instruments of $38 million compared to a gain of $1,081 million in

2023. Adjusting our unsettled derivative contracts to their fair values drove a loss of $189 million in 2024, as compared to a gain of $906 million in 2023,

which is reflective of higher commodity prices on the forward curve.

For the year ended December 31, 2024, we recognized a gain on settled derivative instruments of $151 million as compared to a gain of $175 million in

2023. The gain on settled derivative instruments relates to lower commodity market prices than those we secured through our derivative contracts. With

consistent reliable cash flows central to our strategy, we routinely hedge at levels that, based on our operating and overhead costs, provide a significant

adjusted EBITDA margin even if it means forgoing potential price upside.

Refer to Note 13 in the Notes to the Group Financial Statements for additional information regarding derivative financial instruments.

Finance Costs


(In thousands)	Year Ended
(In thousands)	December 31, 2024	December 31, 2023	$ Change	% Change
Interest expense, net of capitalized and income amounts(a)	$120,773	$117,808	$2,965	3%
Amortization of discount and deferred finance costs	16,870	16,358	512	3%
Total finance costs	$137,643	$134,166	$3,477	3%

(a)Includes payments related to borrowings and leases.

For the year ended December 31, 2024, interest expense of $121 million increased by $3 million compared to $118 million in 2023, primarily related to

interest on the new ABS IX Notes, Oaktree Seller’s Note, and Term Loan II. These increases were partially offset by lower outstanding balances on our

existing ABS structures.

As of December 31, 2024 and 2023, total borrowings were $1,736 million and $1,325 million, respectively. For the period ended December 31, 2024,

the weighted average interest rate on borrowings was 7.37% as compared to 6.03% as of December 31, 2023. As of December 31, 2024, 83% of our

borrowings reside in fixed-rate, hedge-protected, amortizing structures compared to 87% as of December 31, 2023.


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Refer to Notes 5, 20, and 21 in the Notes to the Group Financial Statements for additional information regarding acquisitions, leases and borrowings,

respectively.

Taxation

The effective tax rate is calculated on the face of the Statement of Comprehensive Income by dividing the amount of recorded income tax benefit

(expense) by the income (loss) before taxation as follows:


(In thousands)	Year Ended
(In thousands)	December 31, 2024	December 31, 2023	$ Change	% Change
Income (loss) before taxation	$(223,952)	$1,000,344	$(1,224,296)	(122%)
Income tax benefit (expenses)	136,951	(240,643)	377,594	(157%)
Effective tax rate	61.2%	24.1%

The differences between the statutory U.S. federal income tax rate and the effective tax rates are summarized as follows:


	Year Ended
	December 31, 2024	December 31, 2023	December 31, 2022
Expected tax at statutory U.S. federal income tax rate	21.0%	21.0%	21.0%
State income taxes, net of federal tax benefit	3.7%	3.1%	1.2%
Federal credits	41.3%	—%	—%
Other, net	(4.8%)	—%	0.2%
Effective tax rate	61.2%	24.1%	22.4%

For the year ended December 31, 2024, we reported a tax benefit of $137 million, a change of $378 million, compared to expense of $241 million in

2023 which was a result of the change in the loss before taxation and a change in the amount of tax credits generated relative to the pre-tax loss. The

resulting effective tax rates for the years ended December 31, 2024 and 2023 were 61.2% and 24.1%, respectively. The effective tax rate can be

materially impacted by the recognition of the marginal well tax credit available to qualified producers as noted in our 2024 effective tax rate. A marginal

well tax credit was not available for the 2023 tax year. The federal government provides these credits to encourage companies to continue operating

lower-volume wells during periods of low prices to maintain production and the underlying jobs they create and the state and local tax revenues they

generate for communities to support schools, social programs, law enforcement and other similar public services.

Refer to Note 8 in the Notes to the Group Financial Statements for additional information regarding taxation.

Operating Profit, Net Income, Adjusted EBITDA & EPS


(In thousands, except per unit data)	Year Ended
(In thousands, except per unit data)	December 31, 2024	December 31, 2023	$ Change	% Change
Operating profit (loss)	$(43,026)	$1,161,051	$(1,204,077)	(104%)
Net income (loss) attributable to Owners of Diversified Energy Company PLC	(88,272)	758,018	(846,290)	(112%)
Adjusted EBITDA	472,309	546,788	(74,479)	(14%)
Earnings (loss) per share - basic	$(1.84)	$16.07	$(17.91)	(111%)
Earnings (loss) per share - diluted	$(1.84)	$15.95	$(17.79)	(112%)

For the year ended December 31, 2024, we reported a net loss of $88 million and basic and diluted loss per share of $1.84 compared to net income of

$758 million and basic EPS of $16.07 ($15.95 diluted EPS) in 2023, a decrease of 112%. We also reported an operating loss of $43 million compared

with an operating profit of $1,161 million for the years ended December 31, 2024 and 2023, respectively. This year-over-year decrease in net income

was primarily attributable to a $1,118 million decrease in gains on derivatives due to changes in commodity prices on the forward curve, a $24 million

decrease in gains on sale of assets, a decrease in gross profit of $94 million, a $3 million increase in finance costs, partially offset by a $378 million

swing in income tax expense to a benefit as compared to 2023, as a result of marginal well credits.

Excluding the mark-to-market loss on long-dated derivative valuations, as well as other customary adjustments, we reported adjusted EBITDA of $472

million for the year ended December 31, 2024 compared to $547 million for the year ended December 31, 2023, representing a decrease of 14% driven

by a decrease in commodity pricing and production from prior year, primarily as a result of our sale of equity interest in DP Lion Equity Holdco in

December 2023, in addition to normal declines. These decreases were partially offset by adjusted EBITDA growth through the Oaktree, Crescent Pass,

and East Texas II acquisitions in 2024.

Liquidity & Capital Resources

Overview

Our principal sources of liquidity are cash generated from operations and available borrowings under our Credit Facility. To minimize interest expense,

we use our excess cash flow to reduce borrowings on our Credit Facility. Consequently, we have historically maintained low cash balances on our

Consolidated Statement of Financial Position, as evidenced by the $6 million and $4 million in cash and cash equivalents as of December 31, 2024 and

2023, respectively.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

When we acquire assets for growth, we complement our Credit Facility with long-term, fixed rate, fully-amortizing, asset-backed debt secured by certain

natural gas and oil assets. This financing strategy aligns with the long-life nature of our assets, offering us lower borrowing rates and a clear path to

reduce leverage through scheduled principal payments. For larger, value-adding acquisitions, and to maintain an appropriate leverage profile for the

assets we acquire, we also periodically raise funds through secondary equity offerings.

We closely monitor our working capital to ensure it remains sufficient for business operations, using any excess liquidity primarily to repay debt.

Alongside managing working capital, we take a disciplined approach to controlling operating costs and allocating capital resources. This approach

ensures that capital investments generate returns that support our strategic initiatives.

Capital expenditures were $52 million for the year ended December 31, 2024, compared to $74 million for the year ended December 31, 2023. This

decrease was primarily driven by the completion of wells in 2023 that were under development at the time of the March 2023 Tanos II acquisition.

Although we completed additional wells in 2024, the capital expenditures required for their development were less significant than those in 2023.

Additionally, we made improvements at our Black Bear facility in the Central Region in 2024, which contributed to the overall capital expenditure. We

expect to meet our capital expenditure needs for the foreseeable future from our operating cash flows and our existing cash and cash equivalents. Our

future capital requirements will depend on several factors, including our growth rate, commodity prices and future acquisitions.

With respect to our other known current obligations, we believe that our sources of liquidity and capital resources will be sufficient to meet our existing

business needs for at least the next 12 months. However, our ability to satisfy our working capital requirements, debt service obligations and planned

capital expenditures will depend upon our future operating performance, which will be affected by prevailing economic conditions in the natural gas and

oil industry and other financial and business factors, some of which are beyond our control.

Refer to Note 21 in the Notes to the Group Financial Statements for additional information regarding our current debt obligations.

Liquidity

The table below represents our liquidity position as of December 31, 2024 and 2023.


	As of
(In thousands)	December 31, 2024	December 31, 2023
Cash and cash equivalents	$5,990	$3,753
Available borrowings under the Credit Facility(a)	86,690	134,817
Liquidity	$92,680	$138,570

(a)Represents available borrowings under the Credit Facility of $101 million as of December 31, 2024 less outstanding letters of credit of $14 million as of such date.

Represents available borrowings under the Credit Facility of $146 million as of December 31, 2023 less outstanding letters of credit of $11 million as of such date.

Debt

Our net borrowings consisted of the following as of the reporting date:


	As of
(In thousands)	December 31, 2024	December 31, 2023
Total debt	$1,693,242	$1,276,627
LESS: Cash	5,990	3,753
LESS: Restricted cash(a)	46,269	36,252
Net debt	$1,640,983	$1,236,622

(a)The increase of restricted cash as of December 31, 2024, is due to the addition of $21 million and $3 million in restricted cash for the ABS VIII Notes and ABS IX Notes,

respectively, offset by $7 million and $9 million for the retirement of the ABS III Notes and ABS V Notes, respectively.

Our Capital Expenditure Program

The majority of our capital expenditures are directed towards upstream and midstream operations, including pipelines and compression. The remaining

expenditures focus on production optimization, technology, plugging capacity expansion, fleet, reducing emissions, and, when prudent, development

activities aimed at replacing production. Our strategy to acquire and operate mature wells with shallow decline rates allows us to avoid the large capital

expenditures associated with drilling and completion activities of development focused companies.

We actively manage our balance sheet and seek to maintain a long-term leverage ratio of approximately 2.5x. We believe this leverage range is

supported by our differentiated business model, characterized by long-life, low-decline production that ensures resilient cash flows. Our strategic

financial framework, strengthened by hedging and amortizing debt instruments, further supports this leverage target.

Looking ahead, we aim to maximize cash flow by maintaining our hedging strategy and capitalizing on market opportunities to enhance the floor price of

our risk management program. We will preserve our strategic advantages through purposeful growth, supported by a disciplined capital expenditure

program. This approach will ensure we secure low-cost financing for acquisitive growth while maintaining appropriate leverage and sufficient liquidity.

Asset Retirement Obligations

We remain proactive and innovative in our approach to asset retirement. Following our LSE IPO in 2017, we initiated meetings with state officials to

develop a long-term plan for retiring our expanding portfolio of long-life wells. By collaborating with state regulators, we have designed our retirement

activities to be equitable for all stakeholders, with a strong emphasis on environmental responsibility.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

Asset retirements for the year ended December 31, 2024 were as follows:


DEC-owned Appalachian well retirements	202
3rd party-owned Appalachian well retirements(a)	85
Total Appalachian wells retired by Next LVL	287
DEC-owned Central Region well retirements	13
Total wells retired	300

(a)Includes 51 state and federal orphan wells and 34 wells for other operators.

We expanded asset retirement operations from 17 rigs at December 31, 2023 to 18 rigs by December 31, 2024. Our continued growth in capacity

enhances our ability to integrate asset retirement operations and achieve cost efficiencies across a broader footprint. Additionally, it enables us to

generate third-party revenues by offering a suite of services to other production companies and state orphan well programs, which can help fund our

own asset retirement program. Consequently, we aim to achieve a prudent mix of cost reduction and third-party revenues to maximize the benefits of

our internal asset retirement program.

Our asset retirement program demonstrates our strong commitment to a healthy environment and the surrounding communities. We anticipate

continued investment and innovation in this area. In 2025, we will focus on realizing the benefits of vertical integration by expanding our internal asset

retirement capacity. This will help us reduce reliance on third-party contractors, mitigate outsource risks, improve process quality and responsiveness,

and enhance control over environmental remediation and costs.

The composition of the provision for asset retirement obligations at the reporting date was as follows for the periods presented:


	Year Ended
(In thousands)	December 31, 2024	December 31, 2023
Balance at beginning of period	$506,648	$457,083
Additions(a)	111,265	3,250
Accretion	30,868	26,926
Asset retirement costs	(6,724)	(5,961)
Disposals(b)	—	(17,300)
Revisions to estimate(c)	6,521	42,650
Balance at end of period	$648,578	$506,648
Less: Current asset retirement obligations	6,436	5,402
Non-current asset retirement obligations	$642,142	$501,246

(a)Refer to Note 5 in the Notes to the Group Financial Statements for additional information regarding acquisitions and divestitures.

(b)Associated with the divestiture of natural gas and oil properties. Refer to Note 5 in the Notes to the Group Financial Statements for additional information.

(c)As of December 31, 2024, we performed normal revisions to our asset retirement obligations, which resulted in a $7 million million increase in the liability. This increase

was comprised of increases of $95 million for cost revisions, which was partially offset by an $89 million decrease attributable to a higher discount rate as a result of an

increase in bond yield volatility during the year. As of December 31, 2023, we performed normal revisions to our asset retirement obligations, which resulted in a $43

million increase in the liability. This increase was comprised of a $28 million increase attributable to a lower discount rate as a result of slightly decreased bond yields as

compared to 2022 as inflation began to increase at a lower rate and $16 million in cost revisions. Partially offsetting these decreases was a $1 million change attributed

to timing.

The anticipated future cash outflows for our asset retirement obligations on an undiscounted and discounted basis are set forth in the tables below as of

December 31, 2024 and 2023. When discounting the obligation, we apply annual inflationary cost increases to our current cost expectations and then

discount the resulting cash flows using a credit adjusted risk free discount rate resulting in a net discount rate of 3.7% and 3.4% for the periods

indicated, respectively. While the rate is comparatively small to the commonly utilized PV-10 metric in our industry, the impact is significant due to the

long-life low-decline nature of our portfolio. Although productive life varies within our well portfolio, presently we expect all of our existing wells to have

reached the end of their productive lives and be retired by approximately 2098.

When evaluating our ability to meet our asset retirement obligations we review reserves models which utilize the income approach to determine the

expected discounted future net cash flows from estimated reserve quantities. These models determine future revenues associated with production using

forward pricing then consider the costs to produce and develop reserves, as well as the cost of asset retirement at the end of a well’s life. These future

net cash flows are discounted using a weighted average cost of capital of 10% to produce the PV-10 of our reserves. After considering the asset

retirement costs in these models, our PV-10 was approximately $1.6 billion, $2.1 billion and $8.8 billion as of December 31, 2024, 2023 and 2022,

respectively.

As of December 31, 2024:


(In thousands)	Not Later Than One Year	Later Than One Year and Not Later Than Five Years	Later Than Five Years
(In thousands)	Not Later Than One Year	Later Than One Year and Not Later Than Five Years	Later Than Five Years	Total
Undiscounted	$6,436	$27,913	$2,432,934	$2,467,283
Discounted	6,436	24,450	617,692	648,578


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

As of December 31, 2023:


(In thousands)	Not Later Than One Year	Later Than One Year and Not Later Than Five Years	Later Than Five Years
(In thousands)	Not Later Than One Year	Later Than One Year and Not Later Than Five Years	Later Than Five Years	Total
Undiscounted	$5,402	$20,365	$1,778,876	$1,804,643
Discounted	5,402	17,975	483,271	506,648

Cash Flows

Our principal sources of liquidity have historically been cash generated from operating activities. To minimize financing costs, we apply our excess cash

flow to reduce borrowings on our Credit Facility.

We monitor our working capital to ensure that the levels remain adequate to operate the business with excess cash primarily being utilized for the

repayment of debt or shareholder distributions. In addition to working capital management, we have a disciplined approach to managing operating costs

and allocating capital resources, ensuring that we are generating returns on our capital investments to support the strategic initiatives in our

business operations.


(In thousands)	Year Ended
(In thousands)	December 31, 2024	December 31, 2023	$ Change	% Change
Net cash provided by operating activities	$345,663	$410,132	$(64,469)	(16%)
Net cash used in investing activities	(272,916)	(239,369)	(33,547)	14%
Net cash used in financing activities	(70,510)	(174,339)	103,829	(60%)
Net change in cash and cash equivalents	$2,237	$(3,576)	$5,813	(163%)

Net Cash Provided by Operating Activities

For the year ended December 31, 2024, net cash provided by operating activities of $346 million decreased by $64 million, or 16%, when compared to

$410 million in 2023. The change in net cash provided by operating activities was predominantly attributable to the following:

•A decrease in net income of $847 million, driven by a decrease in the fair value adjustments of unsettled derivative financial instruments of $1,095

million, and a decrease of $378 million in income tax expense as a result of marginal well credits; and

•Changes in working capital generated reduced cash outflows of $50 million compared to 2023.

Production, realized prices, operating expenses, and G&A are discussed above.

Net Cash Used in Investing Activities

For the year ended December 31, 2024, net cash used in investing activities of $273 million increased by $34 million, or 14%, from outflows of $239

million in 2023. The change in net cash used in investing activities was primarily attributable to the following:

•A net increase in cash outflows of $58 million for acquisition, divestiture and disposal activity. Net cash outflows associated with acquisitions,

divestitures and disposals was $220 million during the year ended December 31, 2024 when compared to $162 million for the year ended

December 31, 2023. Refer to Note 5 and Note 11 in the Notes to the Group Financial Statements for additional information regarding acquisitions,

divestitures and disposals; and

•A decrease in cash outflows of $22 million for capital expenditures. Capital expenditures were $52 million for the year ended December 31, 2024

compared to $74 million for the year ended December 31, 2023. This decrease was primarily driven by the completion of wells in 2023 that were

under development at the time of the March 2023 Tanos II acquisition. Although we completed additional wells in 2024, the capital expenditures

required for their development were less significant than those in 2023. Additionally, we made improvements at our Black Bear facility in the

Central Region in 2024, which contributed to the overall capital expenditure.

Net Cash Used in Financing Activities

For the year ended December 31, 2024, net cash used in financing activities of $71 million decreased by $103 million, or 59%, as compared to $174

million in 2023. This change in net cash used in financing activities was primarily attributable to the following:

•An increase in cash inflows of $202 million related to debt activity. Debt activity resulted in proceeds, or a net cash inflow of $191 million (including

$805 million in repayments of amortizing debt, inclusive of the retirement of ABS III and V Notes and the ABS Warehouse Facility) in 2024 versus

payments, or a net cash outflow, of $11 million in 2023, with much of the change attributable to the issuance of the ABS VIII and IX Notes and the

Term Loan II during 2024, which was partially offset by the retirement of the ABS III and V Notes;

•A decrease of $84 million due to a reduction in dividends paid in 2024 as compared to 2023;

•A decrease of $6 million due to reduced hedge modifications associated with ABS notes in 2024 as compared to 2023;

•An increase of $9 million due to proceeds received as a result of a lease modification for our fleet that was executed in 2024;

•A decrease of $157 million in proceeds from the equity issuance in 2023 that did not occur in 2024;

•An increase of $29 million due to increased finance costs and restricted cash requirements, primarily attributable to the ABS VIII and IX Notes, and

the Oaktree Seller’s Note issued in 2024, partially offset by the retirement of the ABS III and V Notes; and

•An increase of $10 million due to an increase in share repurchases in 2024.

Refer to Notes 16, 18 and 21 in the Notes to the Group Financial Statements for additional information regarding share capital, dividends and

borrowings, respectively.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

Off-Balance Sheet Arrangements

We may enter into off-balance sheet arrangements and transactions that give rise to material off-balance sheet obligations. As of December 31, 2024

and December 31, 2023, our material off-balance sheet arrangements and transactions include operating service arrangements of $158 million and $14

million in letters of credit outstanding against our Credit Facility. Refer to Contractual Obligations & Contingent Liabilities & Commitments for additional

information regarding off-balance sheet operating service arrangements.

There are no other transactions, arrangements or other relationships with unconsolidated entities or other persons that are reasonably likely to

materially affect our liquidity or availability of capital resources.

Contractual Obligations & Contingent Liabilities & Commitments

We have various contractual obligations in the normal course of our operations and financing activities. Significant contractual obligations as of

December 31, 2024 were as follows:


(In thousands)	Not Later Than One Year	Later Than One Year and Not Later Than Five Years	Later Than Five Years
(In thousands)	Not Later Than One Year	Later Than One Year and Not Later Than Five Years	Later Than Five Years	Total
Recorded contractual obligations
Trade and other payables	$35,013	$—	$—	$35,013
Borrowings	209,463	940,780	585,330	1,735,573
Leases	13,776	30,733	91	44,600
Asset retirement obligation(a)	6,436	27,913	2,432,934	2,467,283
Other liabilities(b)	161,467	5,384	—	166,851
Off-Balance Sheet contractual obligations
Firm Transportation(c)	51,795	106,324	—	158,119
Total	$477,950	$1,111,134	$3,018,355	$4,607,439

(a)Represents our asset retirement obligation on an undiscounted basis. On a discounted basis the liability is $649 million as of December 31, 2024 as presented in the

Consolidated Statement of Financial Position.

(b)Represents accrued expenses and net revenue clearing. Excludes asset retirement obligations and revenue to be distributed. Refer to Note 23 in the Notes to the Group

Financial Statements for information.

(c)Represents reserved capacity to transport gas from production locations through pipelines to the ultimate sales meters.

We believe that our operational cash flows and existing liquidity will be sufficient to meet our contractual obligations and commitments over the next

twelve months, even in a stressed scenario, as demonstrated by our Viability and Going Concern assessment. Cash flows from operations were $346

million for the year ended December 31, 2024, which includes partial-year contributions from the Oaktree, Crescent Pass and East Texas II acquisitions

in 2024. Cash flows from operations were $410 million for the year ended December 31, 2023, which similarly included partial-year contributions from

the Tanos II acquisition in 2023. As of December 31, 2024 and 2023, we had current assets of $304 million and $305 million, respectively, and available

borrowings on our Credit Facility of $101 million and $146 million, respectively, (excluding $14 million and $11 million in outstanding letters of credit,

respectively), which could also be used to service our contractual obligations and commitments over the next twelve months.

Litigation and Regulatory Proceedings

From time to time, we may be involved in legal proceedings in the ordinary course of business. Currently, we are not a party to any material litigation

proceedings that, if determined adversely, are reasonably expected to have a material and adverse effect on our business, financial position, or results

of operations. Additionally, we are not aware of any material legal or administrative proceedings that are contemplated to be brought against us.

We have no other contingent liabilities that would have a material impact on our financial position, results of operations, or cash flows.

Environmental Matters

Our operations are subject to environmental laws and regulations in all the jurisdictions where we operate. We cannot predict the impact of additional

environmental laws and regulations that may be adopted in the future, including whether they would adversely affect our operations. We can offer no

assurance regarding the significance or cost of compliance with any new environmental legislation or regulation once implemented.

Recently Issued Accounting Pronouncements

Refer to Note 3 in the Notes to the Group Financial Statements for information regarding recent accounting pronouncements applicable to our

Consolidated Financial Statements.

Significant Accounting Policies & Estimates

Refer to Note 3 and 4 in the Notes to the Group Financial Statements for information regarding our significant accounting policies, judgments and

estimates.

Quantitative & Qualitative Disclosure About Market Risk

Refer to Note 25 in the Notes to the Group Financial Statements for information regarding market risk.

Internal Control Over Financial Reporting

We are subject to Section 404 of the Sarbanes-Oxley Act of 2002 which requires that we include a report of management on our internal control over

financial reporting in our Annual Report & Form 20-F. In addition, our independent registered public accounting firm must attest to and report on the


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

effectiveness of our internal control over financial reporting in our Annual Report & Form 20-F. No material weakness in financial reporting was identified

for the years ended December 31, 2024, 2023, or 2022.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable

possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Refer to Risk Factors for additional information.

Trend Information

Other than as disclosed elsewhere in this Annual Report & Form 20-F, we are not aware of any trends, uncertainties, demands, commitments or events

since December 31, 2024 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources,

or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions. For a discussion

of trend information, refer to Financial Review for additional information.

Risk Management Framework

Our Enterprise Risk Management (“ERM”) program underscores the significance of risk awareness and mitigation throughout the organization. We

proactively identify, assess, prioritize, monitor, and mitigate risks, enabling us to achieve the strategic objectives outlined in our business model. The

Board conducts thorough assessments of our principal and emerging risks regularly. Principal risks are actively managed due to their potential to

jeopardize our business model, future performance, or financial stability. Emerging risks are new, uncertain, or evolving threats that require ongoing

monitoring, as they may escalate to principal risks over time.

Our ERM program relies on systematic processes to continuously evaluate and enhance based on experience and industry best practices. As directed by

the Audit & Risk Committee, our Senior Leadership Team regularly engages in risk discussions across all operational areas. This proactive dialogue

fosters a culture that highly values risk mitigation, thereby preserving and creating value for our stakeholders. We consider risk management a collective

responsibility and empower all employees to enhance our processes and procedures to mitigate risks effectively. Our ERM program offers reasonable

assurance, not absolute certainty, that our risks are being effectively managed.

Risk Identification

In the risk identification phase of our ERM program, we capture potential and emerging risks arising from changes in circumstances or new

developments. To strengthen our risk identification, we undertake the following activities:

•Continuous monitoring of the risk universe for new or emerging risks;

•Re-evaluating the risk universe at least annually;

•Enhancing our risk awareness culture and identifying risk ownership;

•Interviewing risk owners about current mitigation activities; and

•Designing and implementing a risk mitigation control framework.

Risk Assessment

We assess business risks using a scorecard approach that evaluates (i) likelihood, (ii) potential impact, and (iii) speed of impact. Our assessment

includes both financial and non-financial exposures. For each identified principal risk, we develop a list of mitigating activities and potential opportunities

to offset or minimize the risk.

Risk Response

Risk management begins with the Board, responsible for ensuring that risks are addressed and mitigated through our corporate strategy, business

model, and within the Board’s risk appetite. The Board actively monitors company performance on mitigation activities by engaging with executive and

senior management.

Principal Risks and Uncertainties

By leveraging our comprehensive risk management framework, we ensure a proactive approach to mitigating potential threats, which is crucial for

maintaining our stability and achieving our strategic goals. Below, we outline our principal risks and corresponding risk responses.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

Strategic Risks

1 Corporate Strategy & Acquisition Risk

Our future growth depends heavily on successfully completing acquisitions that align with our strategic goals. The process of executing and seamlessly

integrating acquisitions could place significant demands on our managerial, operational, and financial resources. If we fail to properly assess, execute,

and integrate acquisitions, it could negatively affect our business operations, financial performance, and overall prospects.


Link to Strategy:	.1. .2. .3. .4.	Link to KPIs:	.1. .2. .3. .4.

Response/Mitigation

•Maintaining a disciplined commitment to our core strategy is essential. By focusing on acquiring low-cost, long-life, and relatively low-decline

producing assets, along with complementary and synergistic midstream assets, we can ensure sustainable growth and stability. This approach

helps us maximize value and efficiency while minimizing risks.

•Our Commercial Development, Land, Reserves, Strategic Planning, and Financial Planning & Analysis teams collaborate closely to identify and

evaluate potential acquisition opportunities that align with our strategic objectives. This teamwork ensures that all potential acquisitions are

thoroughly vetted to meet our criteria.

•Our organization leverages its extensive experience and knowledge to identify and recognize potential opportunities.

•We conduct thorough risk assessments and a comprehensive due diligence process for all potential new acquisitions. This process ensures we

understand the full scope of risks and opportunities associated with each acquisitions, aligning with our commitment to sustainability and strategic

growth.

•We incorporate feedback and evaluations from external experts during the due diligence process. This feedback ensures that we benefit from

specialized knowledge and objective insights, enhancing the thoroughness and accuracy of our assessments.

•We strive to maintain a strong balance sheet with significant liquidity, enabling us to fund growth through acquisitions effectively. This financial

strength ensures we can seize opportunities as they arise, supporting our strategic objectives and long-term success.

2 Climate Risk

Climate-related matters remain central to numerous global corporate discussions and decisions. While opportunities related to climate continue to arise

in this swiftly changing landscape, we acknowledge that these issues may pose risks for DEC. Environmental regulations, climate change concerns, and

investor-driven changes may lead to (i) increased business costs, (ii) challenges in executing our strategy, and (iii) restricted access to specific markets

or investors.


Link to Strategy:	.1. .2. .3. .4.	Link to KPIs:	.2. .5. .6.

Response/Mitigation

•Our Board oversees the development of our climate risk strategy which aims to position us at the heart of the energy transition based on

responsible stewardship of existing natural gas and oil assets. The Board’s decision-making is informed by regular climate subject matter updates

from each of our key Board committees.

•Through our annual TCFD reporting process, we identify and assess climate-related risks for consideration of appropriate risk mitigation actions.

•Our core business strategy aligns with numerous sustainability initiatives. We acquire reliable, long-life, producing wells that often have not reached

their full potential under their former owners. This stewardship model allows us to avoid the high cost and sometimes sizeable environmental

impact often associated with exploration and drilling, which is the intended target of many sustainability initiatives.

•Alongside our zero-tolerance operating principle for fugitive emissions, we invest capital funds towards emission reduction technologies and

projects and regularly deploy SAM optimization techniques that allow us to eliminate or reduce our carbon footprint.

•Our core KPI of methane intensity reduction is central to our corporate goals to reduce both methane and GHG emissions.

•We again expanded our asset retirement capabilities, managed through our Next LVL subsidiary, that will permit us to exceed our long-term

Appalachian asset retirement agreements, reflective of our core KPI to meet or exceed state asset retirement goals.

Financial Risks

3 Commodity Price Volatility Risk

Changes in commodity prices may affect the value of our natural gas and oil reserves, operating cash flows and adjusted EBITDA, regardless of our

operating performance.


Link to Strategy:	.3.	Link to KPIs:	.1. .2. .4.

Response/Mitigation

•Our Senior Leadership Team monitors commodity markets on a daily basis and internal models are routinely updated to evaluate market changes.

This monitoring process includes reviewing realized pricing, forward pricing curves, and basis differentials. This active monitoring is critical to risk

mitigation and the successful execution of our hedge strategy.

•Our hedging policy continues to be guided by our goal to generate reliable free cash flow in any commodity pricing environment and secure our

debt and dividend payments. Our hedge strategy of proactively layering on appropriately structured hedge contracts at advantageous prices and

tenors allows us to capitalize on beneficial price movements in a constantly changing, forward natural gas price market.

•External specialists are consulted on a regular basis to assist in the execution of our hedging strategy.

4 Financial Strength & Flexibility Risk

Liquidity and access to capital risks arise from our inability to generate cash flows from operations to fund our business requirements or our inability to

access external sources of funding. These risks can result in difficulty in meeting our financial obligations as they become due.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report


Link to Strategy:	.1. .2. .3. .4.	Link to KPIs:	.1. .2. .3. .6.

Response/Mitigation

•Our Senior Leadership Team actively monitors debt levels and available borrowing capacity on our Credit Facility.

•Our Senior Leadership Team updates the Board at least quarterly on our debt and liquidity position.

•Our business model of stable production contributes to predictable cash flows, which facilitates an efficient forecasting ability.

•Strong access to bank capital as our borrowing base in the Fall 2024 redetermination was reaffirmed unanimously by our 12-bank group syndicate.

•Maintain access to multiple avenues of funding beyond our Credit Facility: equity issuance, asset-backed securitizations, and bond issuance.

•Proactive hedge program to protect against commodity price volatility and stabilize operating cash flows.

•Continuous management review of funding and financing alternatives.

Legal, Regulatory and Reputational Risks

5 Regulatory & Political Risk

Our operations are governed by regulations in every jurisdictions where we operate. We cannot predict the impact of potential future laws or

regulations, including whether they could negatively affect our operations. We cannot guarantee that any new legislation, if enacted, will not require us

to incur substantial costs, make significant investments, or reduce production.


Link to Strategy:	.2. .4.	Link to KPIs:	.1. .2. .3. .4. .5. .6. .7.

Response/Mitigation

•Operate to the highest industry standards with regulators and monitor compliance with our contracts, asset retirement program and taxation

requirements.

•External specialists utilized on legal, regulatory, and tax issues as required.

•Foster strong relationships with local, state, and federal authorities, as well as other government bodies and key stakeholders.

•Continuous monitoring of the political and regulatory environments in which we operate.

•Working responsibly and community/stakeholder engagement and outreach is an important factor in maintaining positive relationships in the

communities in which we operate.

•We encourage our employees to become actively involved in their communities through industry associations in their respective operating areas. By

leading, participating in and championing a variety of these organizations, we believe that our support of the energy industry’s associations adds

value to our business through the sharing of operating best practices, technical knowledge and legislation updates, ultimately to the benefit of all

our stakeholders.

6 Health & Safety Risk

Potential impacts from a lack of adherence to health and safety policies may result in fines and penalties, serious injury or death, environmental

impacts, statutory liability for environmental redemption and other financial and reputational consequences that could be significant.


Link to Strategy:	.2. .4.	Link to KPIs:	.1. .2. .3. .4. .7.

Response/Mitigation

•Effectively managing Health and Safety Risk exposure is the first priority for the Board and Senior Leadership Team. The Sustainability & Safety

Committee of the Board regularly reviews health and safety programs and mitigations.

•Health and safety training is included as part of all staff and contractor inductions.

•Detailed training on our field manual procedures has been provided to key stakeholders to ensure processes and procedures are embedded

throughout the organization and all operations.

•Establishing processes for continually assessing our overall operating and EHS capabilities, including evaluations to determine the level of oversight

required.

•Effective execution of the field operating manual in operations.

•Crisis and emergency response procedures and equipment are maintained and regularly tested to ensure we are able to respond to an emergency

quickly, safely and effectively.

•Leading and lagging indicators and targets developed in line with industry guidelines and benchmarks.

•Findings from ‘lessons learned’ reviews are implemented on future operations.

•All employees maintain work stoppage ability.

Operational Risk

7 Cybersecurity Risk

Cybersecurity risks for companies have increased significantly in recent years due to the mounting threat and sophistication of cybercrime. A

cybersecurity breach, incident, or failure of our IT systems could disrupt our businesses, put employees at risk, result in the disclosure of confidential

information, damage our reputation, and create significant financial and legal exposure for DEC.

Our network is designed using a Zero Trust Approach (“ZTA”) and is segmented to provide additional layers of security. We have established several

layers of security, including least privilege access, conditional access policies, and multi-factor authentication (“MFA”). Our ZTA extends beyond our

network to encompass identity, endpoints, infrastructure, data, and applications. This integrated ecosystem enables enhanced visibility, intelligence, and

automation for our security team. Due to our 100% cloud environment, we focus on continuous testing of our security posture from both trusted and

untrusted sources—both external and internal to our networks—rather than relying on a one-time penetration testing approach. Additionally, we

collaborate with third-party managed security service providers and utilize internal resources for round-the-clock incident monitoring.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report


Link to Strategy:	.2. .3.	Link to KPIs:	.1. .2. .4.

Response/Mitigation

•Employees are our first line of defense against cyberattacks, and we promote secure behaviors to help mitigate this growing risk. We focus on

practical rules through robust mandatory annual training and e-learning sessions delivered by our digital security team. One of these rules

addresses phishing and reminds staff to ‘think before they click’.

•We engage with key technology partners and suppliers to ensure potentially vulnerable systems are identified and secured.

•We test our cybersecurity crisis management and business continuity plans, recognizing the evolving nature and pace of the threat landscape.

•We continuously implement and monitor our IT Security Policy, which includes measures to protect against cyberattacks.

•Advanced network security detection with regular threat testing.

•Control and protection of confidential information.

•Our Information Security Management Team, which includes certain members of the Senior Leadership Team including the Chief Financial Officer,

Chief Information Officer, Chief Information Security Officer and General Counsel, meets at least once a quarter to discuss cybersecurity issues,

risks and strategies. The Information Security Management Team regularly briefs the Board of Directors on information security matters, including

assessing risks, efforts to improve our network security systems and enhanced employee trainings. The membership of this committee is

adequately trained and educated to provide proper governance, risk management, and control of the cybersecurity program utilizing the National

Institute of Standards and Technology framework.

There were no cybersecurity incidents during the year ended December 31, 2024, that resulted in an interruption to our operations, known losses of any

critical data, or otherwise had a material impact on our strategy, financial condition, or results of operations. However, the scope and impact of any

future incident cannot be predicted.

Risk Factors

You should carefully consider the risks described below, together with all of the other information in this Annual Report & Form 20-F. The risks and

uncertainties below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we believe to be immaterial may

also adversely affect our business. If any of the following risks occur, our business, financial condition, and results of operations could be seriously

harmed and you could lose all or part of your investment. This Annual Report & Form 20-F also contains forward-looking statements that involve risks

and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors,

including the risks described below and elsewhere in this Annual Report & Form 20-F.

Summary of Risk Factors

We are subject to a variety of risks and uncertainties which could have a material adverse effect on our business, financial condition, and results of

operations. The summary below is not exhaustive and is qualified by reference to the full set of risk factors set forth in this “Risk Factors” section.

•Volatility and future decreases in natural gas, NGLs and oil prices could materially and adversely affect our business, results of operations, financial

condition, cash flows or prospects.

•We face production risks and hazards that may affect our ability to produce natural gas, NGLs and oil at expected levels, quality and costs that may

result in additional liabilities to us.

•The levels of our natural gas and oil reserves and resources, their quality and production volumes may be lower than estimated or expected.

•The present value of future net cash flows from our reserves, or PV-10, will not necessarily be the same as the current market value of our

estimated natural gas, NGL and oil reserves.

•We may face unanticipated increased or incremental costs in connection with decommissioning obligations such as plugging.

•We may not be able to keep pace with technological developments in our industry or be able to implement them effectively.

•Deterioration in the economic conditions in any of the industries in which our customers operate, a domestic or worldwide financial downturn, or

negative credit market conditions could have a material adverse effect on our liquidity, results of operations, business and financial condition that

we cannot predict.

•Our operations are subject to a series of risks relating to climate change.

•We rely on third-party infrastructure such as TC Energy (formerly TransCanada), Enbridge, CNX, Dominion Energy Transmission, Enlink, Williams

and MarkWest (defined herein) that we do not control and/or, in each case, are subject to tariff charges that we do not control.

•Failure by us, our contractors or our primary offtakers to obtain access to necessary equipment and transportation systems could materially and

adversely affect our business, results of operations, financial condition, cash flows or prospects.

•A proportion of our equipment has substantial prior use and significant expenditure may be required to maintain operability and operations

integrity.

•We depend on our directors, key members of management, independent experts, technical and operational service providers and on our ability to

retain and hire such persons to effectively manage our growing business.

•We may face unanticipated water and other waste disposal costs.

•We may incur significant costs and liabilities resulting from performance of pipeline integrity programs and related repairs.

•Inflation may adversely affect us by increasing costs beyond what we can recover through price increases and limit our ability to enter into future

debt financing.

•There are risks inherent in our acquisitions of natural gas and oil assets, including our recent acquisition of Maverick.

•We may not have good title to all our assets and licenses.

•We may issue additional ordinary shares in connection with acquisitions or other growth opportunities, any share incentive or share option plan or

otherwise that may dilute other shareholdings.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

•Restrictions in our existing and future debt agreements could limit our growth and our ability to engage in certain activities.

•The securitizations of our limited purpose, bankruptcy-remote, wholly owned subsidiaries may expose us to financing and other risks, and there can

be no assurance that we will be able to access the securitization market in the future, which may require us to seek more costly financing.

•We are subject to regulation and liability under environmental, health and safety regulations, the violation of which may affect our financial

condition and operations.

•Our operations are dependent on our compliance with obligations under permits, licenses, contracts and field development plans.

•Our internal systems and website may be subject to intentional and unintentional disruption, and our confidential information may be

misappropriated, stolen or misused, which could adversely impact our reputation and future sales.

•Our operations are subject to the risk of litigation.

•The dual listing of our ordinary shares may adversely affect the liquidity and value of our ordinary shares.

•Failure to comply with requirements to design, implement and maintain effective internal control over financial reporting could have a material

adverse effect on our business.

•We are subject to certain tax risks, including changes in tax legislation in the United Kingdom and the United States.

Risks Related to Our Business, Operations and Industry

Volatility and future decreases in natural gas, NGLs and oil prices could materially and adversely affect our business, results of

operations, financial condition, cash flows or prospects.

Our business, results of operations, financial condition, cash flows or prospects depend substantially upon prevailing natural gas, NGL and oil prices,

which may be adversely impacted by unfavorable global, regional and national macroeconomic conditions, including but not limited to instability related

to the military conflict in Ukraine. Natural gas, NGLs and oil are commodities for which prices are determined based on global and regional demand,

supply and other factors, all of which are beyond our control.

Historically, prices for natural gas, NGLs and oil have fluctuated widely for many reasons, including:

•Global and regional supply and demand, and expectations regarding future supply and demand, for gas and oil products;

•Global and regional economic conditions;

•Evolution of stocks of oil and related products;

•Increased production due to new extraction developments and improved extraction and production methods;

•Geopolitical uncertainty;

•Threats or acts of terrorism, war or threat of war, which may affect supply, transportation or demand;

•Weather conditions, natural disasters, climate change and environmental incidents;

•Access to pipelines, storage platforms, shipping vessels and other means of transporting, storing and refining gas and oil, including without

limitation, changes in availability of, and access to, pipeline ullage;

•Prices and availability of alternative fuels;

•Prices and availability of new technologies affecting energy consumption;

•Increasing competition from alternative energy sources;

•The ability of OPEC and other oil-producing nations, to set and maintain specified levels of production and prices;

•Political, economic and military developments in gas and oil producing regions generally;

•Governmental regulations and actions, including the imposition of tariffs, export restrictions and taxes and environmental requirements and

restrictions as well as anti-hydrocarbon production policies;

•Trading activities by market participants and others either seeking to secure access to natural gas, NGLs and oil or to hedge against commercial

risks, or as part of an investment portfolio; and

•Market uncertainty, including fluctuations in currency exchange rates, and speculative activities by those who buy and sell natural gas, NGLs and oil

on the world markets.

It is impossible to accurately predict future gas, NGL and oil price movements. Historically, natural gas prices have been highly volatile and subject to

large fluctuations in response to relatively minor changes in the demand for natural gas. According to the U.S. Energy Information Administration, the

historical high and low Henry Hub natural gas spot prices per MMBtu for the following periods were as follows: in 2022, high of $9.85 and low of $3.46;

in 2023, high of $3.78 and low of $1.74, and in 2024, high of $13.20 and low of $1.20 — highlighting the volatile nature of commodity prices.

The economics of producing from some wells and assets may also result in a reduction in the volumes of our reserves which can be produced

commercially, resulting in decreases to our reported reserves. Additionally, further reductions in commodity prices may result in a reduction in the

volumes of our reserves. We might also elect not to continue production from certain wells at lower prices, or our license partners may not want to

continue production regardless of our position.

Each of these factors could result in a material decrease in the value of our reserves, which could lead to a reduction in our natural gas, NGLs and oil

development activities and acquisition of additional reserves. In addition, certain development projects or potential future acquisitions could become

unprofitable as a result of a decline in price and could result in us postponing or canceling a planned project or potential acquisition, or if it is not

possible to cancel, to carry out the project or acquisition with negative economic impacts. Further, a reduction in natural gas, NGL or oil prices may lead

our producing fields to be shut down and to be entered into the decommissioning phase earlier than estimated.

Our revenues, cash flows, operating results, profitability, dividends, future rate of growth and the carrying value of our gas and oil properties depend

heavily on the prices we receive for natural gas, NGLs and oil sales. Commodity prices also affect our cash flows available for capital investments and

other items, including the amount and value of our gas and oil reserves. In addition, we may face gas and oil property impairments if prices fall

significantly. In light of the continuing increase in supply coming from the Utica and Marcellus shale plays of the Appalachian Basin, no assurance can be

given that commodity prices will remain at levels which enable us to do business profitably or at levels that make it economically viable to produce from


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certain wells and any material decline in such prices could result in a reduction of our net production volumes and revenue and a decrease in the

valuation of our production properties, which could negatively impact our business, results of operations, financial condition, cash flows or prospects.

We conduct our business in a highly competitive industry.

The gas and oil industry is highly competitive. The key areas in which we face competition include:

•Engagement of third-party service providers whose capacity to provide key services may be limited;

•Acquisition of other companies that may already own licenses or existing producing assets;

•Acquisition of assets offered for sale by other companies;

•Access to capital (debt and equity) for financing and operational purposes;

•Purchasing, leasing, hiring, chartering or other procuring of equipment that may be scarce; and

•Employment of qualified and experienced skilled management and gas and oil professionals and field operations personnel.

Competition in our markets is intense and depends, among other things, on the number of competitors in the market, their financial resources, their

degree of geological, geophysical, engineering and management expertise and capabilities, their degree of vertical integration and pricing policies, their

ability to develop properties on time and on budget, their ability to select, acquire and develop reserves and their ability to foster and maintain

relationships with the relevant authorities. The cost to attract and retain qualified and experienced personnel has increased and may increase

substantially in the future.

Our competitors also include those entities with greater technical, physical and financial resources than us. Finally, companies and certain private equity

firms not previously investing in natural gas and oil may choose to acquire reserves to establish a firm supply or simply as an investment. Any such

companies will also increase market competition which may directly affect us.

The effects of operating in a competitive industry may include:

•Higher than anticipated prices for the acquisition of licenses or assets;

•The hiring by competitors of key management or other personnel; and

•Restrictions on the availability of equipment or services.

If we are unsuccessful in competing against other companies, our business, results of operations, financial condition, cash flows or prospects could be

materially adversely affected.

We may experience delays in production, transportation and marketing.

Various production, transportation and marketing conditions may cause delays in natural gas, NGLs and oil production and adversely affect our business.

For example, the gas gathering systems that we own connect to other pipelines or facilities which are owned and operated by third parties. These

pipelines and other midstream facilities and others upon which we rely may become unavailable because of testing, turnarounds, line repair, reduced

operating pressure, lack of operating capacity, regulatory requirements, curtailments of receipt or deliveries due to insufficient capacity or because of

damage. In periods where NGL prices are high, we benefit greatly from the ability to process NGLs. Our largest processor of NGLs is the MarkWest

Energy Partners, L.P., (“MarkWest”) plant located in Langley, Kentucky. If we were to lose the ability to process NGLs at MarkWest’s plant during a

period of high pricing, our revenues would be negatively impacted. As a short-term measure, we could divert the natural gas through other pipeline

routes; however, certain pipeline operators would eventually decline to transport the gas due to its liquid content at a level that would exceed tariff

specifications for those pipelines. The lack of available capacity on third-party systems and facilities could reduce the price offered for our production or

result in the shut-in of producing wells. Any significant changes affecting these infrastructure systems and facilities, as well as any delays in constructing

new infrastructure systems and facilities, could delay our production, which could negatively impact our business, results of operations, financial

condition, cash flows or prospects.

We face production risks and hazards that may affect our ability to produce natural gas, NGLs and oil at expected levels, quality and

costs that may result in additional liabilities to us.

Our natural gas and oil production operations are subject to numerous risks common to our industry, including, but not limited to, premature decline of

reservoirs, incorrect production estimates, invasion of water into producing formations, geological uncertainties such as unusual or unexpected rock

formations and abnormal geological pressures, low permeability of reservoirs, contamination of natural gas and oil, blowouts, oil and other chemical

spills, explosions, fires, equipment damage or failure, challenges relating to transportation, pipeline infrastructure, natural disasters, uncontrollable flows

of oil, natural gas or well fluids, adverse weather conditions, shortages of skilled labor, delays in obtaining regulatory approvals or consents, pollution

and other environmental risks.

If any of the above events occur, environmental damage, including biodiversity loss or habitat destruction, injury to persons or property and other

species and organisms, loss of life, failure to produce natural gas, NGLs and oil in commercial quantities or an inability to fully produce discovered

reserves could result. These events could also cause substantial damage to our property or the property of others and our reputation and put at risk

some or all of our interests in licenses, which enable us to produce, and could result in the incurrence of fines or penalties, criminal sanctions potentially

being enforced against us and our management, as well as other governmental and third-party claims. Consequent production delays and declines from

normal field operating conditions and other adverse actions taken by third parties may result in revenue and cash flow levels being adversely affected.

Moreover, should any of these risks materialize, we could incur legal defense costs, remedial costs and substantial losses, including those due to injury

or loss of life, human health risks, severe damage to or destruction of property, natural resources and equipment, environmental damage, unplanned

production outages, clean-up responsibilities, regulatory investigations and penalties, increased public interest in our operational performance and

suspension of operations, which could negatively impact our business, results of operations, financial condition, cash flows or prospects.

The levels of our natural gas and oil reserves and resources, their quality and production volumes may be lower than estimated or

expected.

The reserves data as of December 31, 2024, 2023 and 2022 contained in this Annual Report & Form 20-F has been audited by NSAI unless stated

otherwise. The standards utilized to prepare the reserves information that has been extracted in this document may be different from the standards of

reporting adopted in other jurisdictions. Investors, therefore, should not assume that the data found in the reserves information set forth in this Annual


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

Report & Form 20-F is directly comparable to similar information that has been prepared in accordance with the reserve reporting standards of other

jurisdictions, such as the United Kingdom.

In general, estimates of economically recoverable natural gas, NGLs and oil reserves are based on a number of factors and assumptions made as of the

date on which the reserves estimates were determined, such as geological, geophysical and engineering estimates (which have inherent uncertainties),

historical production from the properties or analogous reserves, the assumed effects of regulation by governmental agencies and estimates of future

commodity prices, operating costs, gathering and transportation costs and production related taxes, all of which may vary considerably from actual

results.

Underground accumulations of hydrocarbons cannot be measured in an exact manner and estimates thereof are a subjective process aimed at

understanding the statistical probabilities of recovery. Estimates of the quantity of economically recoverable natural gas and oil reserves, rates of

production and, where applicable, the timing of development expenditures depend upon several variables and assumptions, including the following:

•Production history compared with production from other comparable producing areas;

•Quality and quantity of available data;

•Interpretation of the available geological and geophysical data;

•Effects of regulations adopted by governmental agencies;

•Future percentages of sales;

•Future natural gas, NGLs and oil prices;

•Capital investments;

•Effectiveness of the applied technologies and equipment;

•Effectiveness of our field operations employees to extract the reserves;

•Natural events or the negative impacts of natural disasters;

•Future operating costs, tax on the extraction of commercial minerals, development costs and workover and remedial costs; and

•The judgment of the persons preparing the estimate.

As all reserve estimates are subjective, each of the following items may differ materially from those assumed in estimating reserves:

•The quantities and qualities that are ultimately recovered;

•The timing of the recovery of natural gas and oil reserves;

•The production and operating costs incurred;

•The amount and timing of development expenditures, to the extent applicable;

•Future hydrocarbon sales prices; and

•Decommissioning costs and changes to regulatory requirements for decommissioning.

Many of the factors in respect of which assumptions are made when estimating reserves are beyond our control and therefore these estimates may

prove to be incorrect over time. Evaluations of reserves necessarily involve multiple uncertainties. The accuracy of any reserves evaluation depends on

the quality of available information and natural gas, NGLs and oil engineering and geological interpretation. Furthermore, less historical well production

data is available for unconventional wells because they have only become technologically viable in the past twenty years and the long-term production

data is not always sufficient to determine terminal decline rates. In comparison, some conventional wells in our portfolio have been productive for a

much longer time. As a result, there is a risk that estimates of our shale reserves are not as reliable as estimates of the conventional well reserves that

have a longer historical profile to draw on. Interpretation, testing and production after the date of the estimates may require substantial upward or

downward revisions in our reserves and resources data. Moreover, different reserves engineers may make different estimates of reserves and cash flows

based on the same available data. Actual production, revenues and expenditures with respect to reserves will vary from estimates and the variances

may be material.

If the assumptions upon which the estimates of our natural gas and oil reserves prove to be incorrect or if the actual reserves available to us (or the

operator of an asset in we have an interest) are otherwise less than the current estimates or of lesser quality than expected, we may be unable to

recover and produce the estimated levels or quality of natural gas, NGLs or oil set out in this document and this may materially and adversely affect our

business, results of operations, financial condition, cash flows or prospects.

The PV-10, will not necessarily be the same as the current market value of our estimated natural gas, NGL and oil reserves.

You should not assume that the present value of future net cash flows from our reserves is the current market value of our estimated natural gas, NGL

and oil reserves. Actual future net cash flows from our natural gas and oil properties will be affected by factors such as:

•Actual prices we receive for natural gas, NGL and oil;

•Actual cost of development and production expenditures;

•The amount and timing of actual production;

•Transportation and processing; and

•Changes in governmental regulations or taxation.

The timing of both our production and our incurrence of expenses in connection with the development and production of our natural gas and oil

properties will affect the timing and amount of actual future net cash flows from reserves, and thus their actual present value. In addition, the 10%

discount factor we use when calculating discounted future net cash flows 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 natural gas and oil industry in general. Actual future prices and costs may differ materially

from those used in the present value estimate. Refer to APMs within this Annual Report & Form 20-F for additional information regarding our use of

PV-10.


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We may face unanticipated increased or incremental costs in connection with decommissioning obligations such as plugging.

In the future, we may become responsible for costs associated with abandoning and reclaiming wells, facilities and pipelines which we use for the

processing of natural gas and oil reserves. With regards to plugging, we are party to agreements with regulators in the states of Ohio, West Virginia,

Kentucky and Pennsylvania, four of our largest wellbore states, setting forth plugging and abandonment schedules spanning a period ranging from 10 to 15

years. We will incur such decommissioning costs at the end of the operating life of some of our properties. The ultimate decommissioning costs are

uncertain and cost estimates can vary in response to many factors including changes to relevant legal requirements, the emergence of new restoration

techniques, the shortage of plugging vendors, difficult terrain or weather conditions or experience at other production sites. The expected timing and

amount of expenditure can also change, for example, in response to changes in reserves, wells losing commercial viability sooner than forecasted or

changes in laws and regulations or their interpretation. As a result, there could be significant adjustments to the provisions established which would affect

future financial results. The use of other funds to satisfy such decommissioning costs may impair our ability to focus capital investment in other areas of our

business, which could materially and adversely affect our business, results of operations, financial condition, cash flows or prospects.

We may not be able to keep pace with technological developments in our industry or be able to implement them effectively.

The natural gas and oil industry is characterized by rapid and significant technological advancements and introductions of new products and services

using new technologies, such as emissions controls and processing technologies. Rapid technological advancements in information technology and

operational technology domains require seamless integration. Failure to integrate these technologies efficiently may result in operational inefficiencies,

security vulnerabilities, and increased costs. During mergers and acquisitions, integrating technology assets from acquired companies can be complex.

Poor integration may lead to data inconsistencies, security gaps and operational disruptions. Technology systems are also susceptible to cybersecurity

threats, including malware, data breaches, and ransomware attacks. These threats may disrupt operations, compromise sensitive data and lead to

significant financial losses. Further, inefficient data management practices may result in data breaches, data loss and missed opportunities for

operational insights. The presence of legacy technology systems can also pose challenges, as they may lack modern security features, making them

vulnerable to cyber threats and necessitating costly upgrades. As others use or develop new technologies (including technologies related to artificial

intelligence), we may be placed at a competitive disadvantage or may be forced by competitive pressures to implement those new technologies at

substantial costs. In addition, other natural gas and oil companies may have greater financial, technical and personnel resources that allow them to

enjoy technological advantages, which may in the future allow them to implement new technologies before we can. Additionally, reliance on global

supply chains for information technology hardware, software and operational technology equipment exposes the industry to supply chain disruptions,

shortages and cybersecurity risks.

If we do not have access to capital on favorable terms, on the timeline we require, or at all, our financial condition and results of

operations could be materially adversely affected.

We require capital to complete acquisitions that we believe will enhance shareholder return. Significant volatility or disruption in the global financial

markets may result in us not being able to obtain additional financing on favorable terms, on the timeline we anticipate, or at all, and we may not be able

to refinance, if necessary, any outstanding debt when due, all of which could have a material adverse effect on our financial condition. Any inability to

obtain additional funding on favorable terms, on the timeline we anticipate, or at all, may prevent us from acquiring new assets, cause us to curtail our

operations significantly, reduce planned capital expenditures or obtain funds through arrangements that management does not currently anticipate,

including disposing of our assets, the occurrence of any of which may significantly impair our ability to deliver shareholder returns. If our operating results

falter, our cash flow or capital resources prove inadequate, or if interest rates increase significantly, we could face liquidity problems that could materially

and adversely affect our results of operations and financial condition.

Deterioration in the economic conditions in any of the industries in which our customers operate, a domestic or worldwide financial

downturn, or negative credit market conditions could have a material adverse effect on our liquidity, results of operations, business

and financial condition that we cannot predict.

Economic conditions in a number of industries in which our customers operate have experienced substantial deterioration in the past, resulting in

reduced demand for natural gas and oil. Renewed or continued weakness in the economic conditions of any of the industries we serve or that are

served by our customers, or the increased focus by markets on carbon-neutrality, could adversely affect our business, financial condition, results of

operation and liquidity in a number of ways. For example:

•Demand for natural gas and electricity in the United States is impacted by industrial production, which if weakened would negatively impact the

revenues, margins and profitability of our natural gas business;

•A decrease in international demand for natural gas or NGLs produced in the United States could adversely affect the pricing for such products,

which could adversely affect our results of operations and liquidity;

•The tightening of credit or lack of credit availability to our customers could adversely affect our liquidity, as our ability to receive payment for our

products sold and delivered depends on the continued creditworthiness of our customers;

•Our ability to refinance our Credit Facility may be limited and the terms on which we are able to do so may be less favorable to us depending on

the strength of the capital markets or our credit ratings;

•Our ability to access the capital markets may be restricted at a time when we would like, or need, to raise capital for our business including for

exploration and/or development of our natural gas reserves;

•Increased capital markets scrutiny of oil and gas companies may lead to increased costs of capital or lack of credit availability; and

•A decline in our creditworthiness may require us to post letters of credit, cash collateral, or surety bonds to secure certain obligations, all of which

would have an adverse effect on our liquidity.

Our operations are subject to a series of risks relating to climate change.

Continued public concern regarding climate change and potential mitigation through regulation could have a material impact on our business.

International agreements, national, regional, state and local legislation, and regulatory measures to limit GHG emissions or mandate related disclosures

are currently in place or in various stages of discussion or implementation. Given that some of our operations are associated with emissions of GHGs,

these and other GHG emissions-related laws, policies and regulations may result in substantial capital, compliance, operating and maintenance costs.

The level of expenditure required to comply with these laws and regulations is uncertain and is expected to vary depending on the laws enacted by

particular countries, states, provinces and municipalities.

Additionally, regulatory, market and other changes to respond to climate change may adversely impact our business, financial condition or results of

operations. Reporting expectations are also increasing, with a variety of customers, capital providers and regulators seeking increased information on


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climate-related risks. For example, U.S. states have adopted or proposed climate-related disclosures rules that may require us to incur significant costs

to assess and disclose on a range of climate-related data and risks.

Internationally, the United Nations-sponsored “Paris Agreement” requires member nations to individually determine and submit non-binding emissions

reduction targets every five years after 2020. In November 2021, the international community gathered in Glasgow at the 26th Conference of the

Parties to the UN Framework Convention on Climate Change, during which multiple announcements were made, including a call for parties to eliminate

certain fossil fuel subsidies and pursue further action on non-carbon dioxide GHGs. Relatedly, the United States and European Union jointly announced

the launch of the “Global Methane Pledge,” which aims to cut global methane pollution at least 30% by 2030 relative to 2020 levels, including “all

feasible reductions” in the energy sector. Such commitments were re-affirmed at the 27th Conference of the Parties in Sharm El Sheikh. However, the

United States indicated in January 2025 its intent to withdraw from the Paris Agreement, and changes undertaken by the new U.S. Presidential

Administration have or may in the future reverse or rescind climate-related initiatives and regulations adopted by prior administrations and to focus on

driving increased U.S. energy production. The emission reduction targets and other provisions of legislative or regulatory initiatives and policies enacted

in the future by the states in which we operate, could adversely impact our business by imposing increased costs in the form of higher taxes or

increases in the prices of emission allowances, limiting our ability to develop new gas and oil reserves, transport hydrocarbons through pipelines or other

methods to market, decreasing the value of our assets, or reducing the demand for hydrocarbons and refined petroleum products. With increased

pressure to reduce GHG emissions by replacing fossil fuel energy generation with alternative energy generation, it is possible that peak demand for gas

and oil will be reached, and gas and oil prices will be adversely impacted as and when this happens. Further, the consequences of the effects of global

climate change, and the continued political and societal attention afforded to mitigating the effects of climate change, may generate adverse investor

and stakeholder sentiment towards the hydrocarbon industry and negatively impact the ability to invest in the sector. Similarly, longer term reduction in

the demand for hydrocarbon products due to the pace of commercial deployment of alternative energy technologies or due to shifts in consumer

preference for lower GHG emissions products could reduce the demand for the hydrocarbons that we produce.

Further, in response to concerns related to climate change, companies in the fossil fuel sector may be exposed to increasing financial risks. Financial

institutions, including investment advisors and certain sovereign wealth, pension and endowment funds, may elect in the future to shift some or all of their

investment into non-fossil fuel related sectors. Institutional lenders who provide financing to fossil-fuel energy companies have also become more attentive

to sustainable lending practices, and some of them may elect in the future not to provide funding for fossil fuel energy companies. A material reduction in

the capital available to the fossil fuel industry could make it more difficult to secure funding for exploration, development, production, and transportation

activities, which could in turn negatively affect our operations.

The Group may also be subject to activism from environmental non-governmental organizations (“NGOs”) campaigning against fossil fuel extraction or

negative publicity from media alleging inadequate remedial actions to retire non-producing wells effectively, which could affect our reputation, disrupt our

programs, require us to incur significant, unplanned expense to respond or react to intentionally disruptive campaigns or media reports, create blockades to

interfere with operations or otherwise negatively impact our business, results of operations, financial condition, cash flows or prospects. Litigation risks are

also increasing as a number of entities have sought to bring suit against various oil and natural gas companies in state or federal court, alleging among

other things, that such companies created public nuisances by producing fuels that contributed to climate change or alleging that the companies have been

aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those impacts.

Finally, our operations are subject to disruption from the physical effects that may be caused or aggravated by climate change. These include risks from

extreme weather events, such as hurricanes, severe storms, floods, heat waves, and ambient temperature increases, as well as wildfires, each of which

may become more frequent or more severe as a result of climate change.

We rely on third-party infrastructure that we do not control and/or, in each case, are subject to tariff charges that we do not control.

A significant portion of our production passes through third-party owned and controlled infrastructure. If these third-party pipelines or liquids processing

facilities experience any event that causes an interruption in operations or a shut-down such as mechanical problems, an explosion, adverse weather

conditions, a terrorist attack or labor dispute, our ability to produce or transport natural gas could be severely affected. For example, we have an

agreement with a third-party where approximately 39% of the NGLs we sold during the year ending December 31, 2024 were processed at the third-

party’s facility in Kentucky. Any material decreases in our ability to process or transport our natural gas through third-party infrastructure could have a

material adverse effect on our business, results of operations, financial condition, cash flows or prospects.

Our use of third-party infrastructure may be subject to tariff charges. Although we seek to manage our flow via our midstream infrastructure, we may not

always be able to avoid higher tariffs or basis blowouts due to the lack of interconnections. In such instances, the tariff charges can be substantial and the

cost is not subject to our direct control, although we may have certain contractual or governmental protections and rights. Generally, the operator of the

gathering or transmission pipelines sets these tariffs and expenses on a cost sharing basis according to our proportionate hydrocarbon through-put of that

facility. A provisional tariff rate is applied during the relevant year and then finalized the following year based on the actual final costs and final through-put

volumes. Such tariffs are dependent on continued production from assets owned by third parties and, may be priced at such a level as to lead to

production from our assets ceasing to be economic and thus may have a material adverse effect on our business, results of operations, financial condition,

cash flows or prospects.

Furthermore, our use of third-party infrastructure exposes us to the possibility that such infrastructure will cease to be operational or be

decommissioned and therefore require us to source alternative export routes and/or prevent economic production from our assets. This could also have

a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.

Failure by us, our contractors or our primary offtakers to obtain access to necessary equipment and transportation systems could

materially and adversely affect our business, results of operations, financial condition, cash flows or prospects.

We rely on our natural gas and oil field suppliers and contractors to provide materials and services that facilitate our production activities, including

plugging and abandonment contractors. Any competitive pressures on the oil field suppliers and contractors could result in a material increase of costs

for the materials and services required to conduct our business and operations. For example, we are dependent on the availability of plugging vendors

to help us satisfy abandonment schedules that we have agreed to with the states of Ohio, West Virginia, Kentucky and Pennsylvania. Such personnel

and services can be scarce and may not be readily available at the times and places required. Future cost increases could have a material adverse effect

on our asset retirement liability, operating income, cash flows and borrowing capacity and may require a reduction in the carrying value of our

properties, our planned level of spending for development and the level of our reserves. Prices for the materials and services we depend on to conduct

our business may not be sustained at levels that enable us to operate profitably.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

We and our offtakers rely, and any future offtakers will rely, upon the availability of pipeline and storage capacity systems, including such infrastructure

systems that are owned and operated by third parties. As a result, we may be unable to access or source alternatives for the infrastructure and systems

which we currently use or plan to use, or otherwise be subject to interruptions or delays in the availability of infrastructure and systems necessary for

the delivery of our natural gas, NGLs and oil to commercial markets. In addition, such infrastructure may be close to its design life and decisions may be

taken to decommission such infrastructure or perform life extension work to maintain continued operations. Any of these events could result in

disruptions to our projects and thereby impact our ability to deliver natural gas, NGLs and oil to commercial markets and/or may increase our costs

associated with the production of natural gas, NGLs and oil reliant upon such infrastructure and systems. Further, our offtakers could become subject to

increased tariffs imposed by government regulators or the third-party operators or owners of the transportation systems available for the transport of

our natural gas, NGLs and oil, which could result in decreased offtaker demand and downward pricing pressure.

If we are unable to access infrastructure systems facilitating the delivery of our natural gas, NGLs and oil to commercial markets due to our contractors

or primary offtakers being unable to access the necessary equipment or transportation systems, our operations will be adversely affected. If we are

unable to source the most efficient and expedient infrastructure systems for our assets then delivery of our natural gas, NGLs and oil to the commercial

markets may be negatively impacted, as may our costs associated with the production of natural gas, NGLs and oil reliant upon such infrastructure and

systems.

A proportion of our equipment has substantial prior use and significant expenditure may be required to maintain operability and

operations integrity.

A part of our business strategy is to optimize or refurbish producing assets where possible to maximize the efficiency of our operations while avoiding

significant expenses associated with purchasing new equipment. Our producing assets and midstream infrastructure require ongoing maintenance to

ensure continued operational integrity. For example, some older wells may struggle to produce suitable line pressure and will require the addition of

compression to push natural gas. Despite our planned operating and capital expenditures, there can be no guarantee that our assets or the assets we

use will continue to operate without fault and not suffer material damage in this period through, for example, wear and tear, severe weather conditions,

natural disasters or industrial accidents. If our assets, or the assets we use, do not operate at or above expected efficiencies, we may be required to

make substantial expenditures beyond the amounts budgeted. Any material damage to these assets or significant capital expenditure on these assets for

improvement or maintenance may have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. In

addition, as with planned operating and capital expenditure, there is no guarantee that the amounts expended will ensure continued operation without

fault or address the effects of wear and tear, severe weather conditions, natural disasters or industrial accidents. We cannot guarantee that such

optimization or refurbishment will be commercially feasible to undertake in the future and we cannot provide assurance that we will not face unexpected

costs during the optimization or refurbishment process.

We depend on our directors, key members of management, independent experts, technical and operational service providers and on

our ability to retain and hire such persons to effectively manage our growing business.

Our future operating results depend in significant part upon the continued contribution of our directors, key senior management and technical, financial

and operations personnel. Management of our growth will require, among other things, stringent control of financial systems and operations, the

continued development of our control environment, the ability to attract and retain sufficient numbers of qualified management and other personnel, the

continued training of such personnel and the presence of adequate supervision.

In addition, the personal connections and relationships of our directors and key management are important to the conduct of our business. If we were

to unexpectedly lose a member of our key management or fail to maintain one of the strategic relationships of our key management team, our business,

results of operations, financial condition, cash flows or prospects could be materially adversely affected. In particular, we are highly dependent on our

Chief Executive Officer, Robert Russell (“Rusty”) Hutson, Jr. Acquisitions are a key part of our strategy, and Mr. Hutson has been instrumental in

sourcing them and securing their financing. Furthermore, as our founder, Mr. Hutson is strongly associated with our success, and if he were to cease

being the Chief Executive Officer, perception of our future prospects may be diminished.

Attracting and retaining additional skilled personnel will be fundamental to the continued growth and operation of our business. We require skilled

personnel in the areas of development, operations, engineering, business development, natural gas, NGLs and oil marketing, finance and accounting

relating to our projects. Personnel costs, including salaries, are increasing as industry wide demand for suitably qualified personnel increases. We may

not successfully attract new personnel and retain existing personnel required to continue to expand our business and to successfully execute and

implement our business strategy.

We may face unanticipated water and other waste disposal costs.

We may be subject to regulation that restricts our ability to discharge water produced as part of our natural gas, oil and NGL production operations.

Productive zones frequently contain water that must be removed for the natural gas, oil and NGL to produce, and our ability to remove and dispose of

sufficient quantities of water from the various zones will determine whether we can produce natural gas, oil and NGL in commercial quantities. The

produced water must be transported from the leasehold and/or injected into disposal wells. The availability of disposal wells with sufficient capacity to

receive all of the water produced from our wells may affect our ability to produce our wells. Also, the cost to transport and dispose of that water,

including the cost of complying with regulations concerning water disposal, may reduce our profitability. We have entered into various water

management services agreements in the Appalachian Region which provide for the disposal of our produced water by established counterparties with

large integrated pipeline networks. If these counterparties fail to perform, we may have to shut in wells, reduce drilling activities, or upgrade facilities for

water handling or treatment. The costs to dispose of this produced water may increase for a number of reasons, including if new laws and regulations

require water to be disposed in a different manner.

In 2016, the EPA adopted effluent limitations for the treatment and discharge of wastewater resulting from onshore unconventional natural gas, oil and

NGL extraction facilities to publicly owned treatment works. In addition, the injection of fluids gathered from natural gas, oil and NGL producing

operations in underground disposal wells has been identified by some groups and regulators as a potential cause of increased seismic events in certain

areas of the country, including the states of West Virginia, Ohio and Kentucky in the Appalachian Region as well as Oklahoma, Texas and Louisiana in

our Central Region. Certain states, including those located in the Appalachian Region have adopted, or are considering adopting, laws and regulations

that may restrict or prohibit oilfield fluid disposal in certain areas or underground disposal wells, and state agencies implementing those requirements

may issue orders directing certain wells in areas where seismic events have occurred to restrict or suspend disposal well permits or operations or impose

certain conditions related to disposal well construction, monitoring, or operations. Any of these developments could increase our cost to dispose of our

produced water.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

We may incur significant costs and liabilities resulting from performance of pipeline integrity programs and related repairs.

Pursuant to the authority under the Natural Gas Pipeline Safety Act of 1968 (“NGPSA”) and Hazardous Liquid Pipeline Safety Act of 1979 (“HLPSA”), as

amended by the Pipeline Safety Improvement Act of 2002 (“PSIA”), the Pipeline Inspection, Protection, Enforcement and Safety Act of 2006 (“PIPESA”)

and the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011 (the “2011 Pipeline Safety Act”), the Pipeline and Hazardous Materials Safety

Administration (“PHMSA”) has promulgated regulations requiring pipeline operators to develop and implement integrity management programs for

certain gas and hazardous liquid pipelines that, in the event of a pipeline leak or rupture could affect high consequence areas (“HCAs”), which are areas

where a release could have the most significant adverse consequences, including high-population areas, certain drinking water sources and unusually

sensitive ecological areas. These regulations require operators of covered pipelines to:

•Perform ongoing assessments of pipeline integrity;

•Identify and characterize applicable threats to pipeline segments that could impact HCAs;

•Improve data collection, integration and analysis;

•Repair and remediate the pipeline as necessary; and

•Implement preventive and mitigating actions.

In addition, states have adopted regulations similar to existing PHMSA regulations for certain intrastate gas and hazardous liquid pipelines. At this time,

we cannot predict the ultimate cost of compliance with applicable pipeline integrity management regulations, as the cost will vary significantly depending

on the number and extent of any repairs found to be necessary as a result of pipeline integrity testing, but the results of these tests could cause us to

incur significant and unanticipated capital and operating expenditures for repairs or upgrades deemed necessary to ensure the safe and reliable

operation of our pipelines.

The 2011 Pipeline Safety Act amends the NGPSA and HLPSA pipeline safety laws, requiring increased safety measures for gas and hazardous liquids

pipelines. Among other things, the 2011 Pipeline Safety Act directs the Secretary of Transportation to promulgate regulations relating to expanded

integrity management requirements, automatic or remote-controlled valve use, excess flow valve use, leak detection system installation, testing to

confirm the material strength of certain pipelines, and operator verification of records confirming the maximum allowable pressure of certain intrastate

gas transmission pipelines. Additionally, pursuant to one of the requirements of the 2011 Pipeline Safety Act, in May 2016, PHMSA proposed rules that

would, if adopted, impose more stringent requirements for certain gas lines, extend certain of PHMSA’s current regulatory safety programs for gas

pipelines beyond HCAs to cover gas pipelines found in newly defined “moderate consequence areas” that contain as few as five dwellings within the

potential impact area and require gas pipelines installed before 1970 that were exempted from certain pressure testing obligations to be tested to

determine their maximum allowable operating pressures (“MAOP”). Other requirements proposed by PHMSA under the rulemaking include: reporting to

PHMSA in the event of certain MAOP exceedances; strengthening PHMSA integrity management requirements; considering seismicity in evaluating

threats to a pipeline; conducting hydrostatic testing for all pipeline segments manufactured using longitudinal seam welds; and using more detailed

guidance from PHMSA in the selection of assessment methods to inspect pipelines. The proposed rulemaking also seeks to impose a number of

requirements on gathering lines. In January 2017, PHMSA finalized new regulations for hazardous liquid pipelines that significantly extend and expand

the reach of certain PHMSA integrity management requirements (i.e., periodic assessments, repairs and leak detection), regardless of the pipeline’s

proximity to an HCA. The final rule also requires all pipelines in or affecting an HCA to be capable of accommodating in-line inspection tools within the

next 20 years. In addition, the final rule extends annual and accident reporting requirements to gravity lines and all gathering lines and also imposes

inspection requirements on pipelines in areas affected by extreme weather events and natural disasters, such as hurricanes, landslides, floods,

earthquakes, or other similar events that are likely to damage infrastructure PHMSA regularly revises its pipeline safety regulations. For example, in June

2016, the President signed the Protecting our Infrastructure of Pipelines and Enhancing Safety Act of 2016 (the “2016 PIPES Act”) into law. The 2016

PIPES Act reauthorizes PHMSA through 2019, and facilitates greater pipeline safety by providing PHMSA with emergency order authority, including

authority to issue prohibitions and safety measures on owners and operators of gas or hazardous liquid pipeline facilities to address imminent hazards,

without prior notice or an opportunity for a hearing, as well as enhanced release reporting requirements, requiring a review of both natural gas and

hazardous liquid integrity management programs, and mandating the creation of a working group to consider the development of an information-

sharing system related to integrity risk analyses. The 2016 PIPES Act also requires that PHMSA publish periodic updates on the status of those mandates

outstanding from the 2011 Pipeline Safety Act PHMSA has recently published three parts of its so-called “Mega Rule,” including rules focused on: the

safety of gas transmission pipelines, the safety of hazardous liquid pipelines and enhanced emergency order procedures. PHMSA finalized the first part

of the rule, which primarily addressed maximum operating pressure and integrity management near HCAs for onshore gas transmission pipelines, in

October 2019. PHMSA finalized the second part of the rule, which extended federal safety requirements to onshore gas gathering pipelines with large

diameters and high operating pressures, in November 2021. PHMSA published the final of the three components of the Mega Rule in August 2022,

which took effect in May 2023. The final rule applies to onshore gas transmission pipelines, and clarifies integrity management regulations, expands

corrosion control requirements, mandates inspection after extreme weather events, and updates existing repair criteria for both HCA and non-HCA

pipelines. Finally, PHMSA published a Notice of Proposed Rulemaking regarding more stringent gas pipeline leak detection and repair requirements to

reduce natural gas emissions on May 18, 2023.

At this time, we cannot predict the cost of such requirements, but they could be significant. Moreover, federal and state legislative and regulatory

initiatives relating to pipeline safety that require the use of new or more stringent safety controls or result in more stringent enforcement of applicable

legal requirements could subject us to increased capital costs, operational delays and costs of operation.

Moreover as of January 2023, the maximum civil penalties PHMSA can impose are $257,664 per pipeline safety violation per day, with a maximum of

$2,576,627 for a related series of violations. The safety enhancement requirements and other provisions of the 2011 Pipeline Safety Act as well as any

implementation of PHMSA regulations thereunder or any issuance or reinterpretation of guidance by PHMSA or any state agencies with respect thereto

could require us to install new or modified safety controls, pursue additional capital projects or conduct maintenance programs on an accelerated basis,

any or all of which tasks could result in our incurring increased operating costs that could have a material adverse effect on our results of operations or

financial position. States are also pursuing regulatory programs intended to safely build pipeline infrastructure. The adoption of new or amended

regulations by PHMSA or the states that result in more stringent or costly pipeline integrity management or safety standards could have a significant

adverse effect on us and similarly situated midstream operators.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted

by geopolitical instability due to the ongoing military conflict between Russia and Ukraine, and more recently, the Israel-Hamas war.

Our business may be adversely affected by any negative impact on the global economy and capital markets resulting from the conflict

in Ukraine or any other geopolitical tensions.

U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict

between Russia and Ukraine. In February 2022, a full-scale military invasion of Ukraine by Russian troops transpired. Although the length and impact of

the ongoing military conflict is highly unpredictable, the conflict in Ukraine has led, and could continue to lead, to market disruptions, including

significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.

Additionally, on October 7, 2023, Hamas, a U.S. designated terrorist organization, launched a series of coordinated attacks from the Gaza Strip onto

Israel. On October 8, 2023, Israel formally declared war on Hamas, and the armed conflict is ongoing as of the date of this filing. Hostilities between

Israel and Hamas could escalate and involve surrounding countries in the Middle East. We are actively monitoring the situation in Ukraine and Israel and

assessing their impact on our business. To date we have not experienced any material interruptions in our infrastructure, supplies, technology systems

or networks needed to support our operations given our operating areas are exclusively located within the Appalachian Region and Central Region of the

U.S. We have no way to predict the progress or outcome of the conflicts in Ukraine or Israel or their impacts in Ukraine, Russia, Belarus, Israel or the

Gaza Strip as the conflicts, and any resulting government reactions, are rapidly developing and beyond our control. The extent and duration of the

military actions, sanctions and resulting market disruptions could be significant and could potentially have substantial impact on the global economy and

our business for an unknown period of time. Any of the aforementioned factors could affect our business, financial condition and results of operations.

Any such disruptions may also magnify the impact of other risks described in this Annual Report & Form 20-F.

Risks Relating to Our Financing, Acquisitions, Investment and Indebtedness

Inflation may adversely affect us by increasing costs beyond what we can recover through price increases and limit our ability to

enter into future debt financing.

Inflation can adversely affect us by increasing costs of materials, equipment, labor and other services. In addition, inflation is often accompanied by

higher interest rates. Continued inflationary pressures could impact our profitability. Though we believe that the rates of inflation in recent years,

including the 12 months ended December 31, 2024, have not had a significant impact on our operations, a continued increase in inflation, including

inflationary pressure on labor, could result in increases to our operating costs, and we may be unable to pass these costs on to our customers. These

inflationary pressures could also adversely impact our ability to procure materials and equipment in a cost-effective manner, which could result in

reduced margins and production delays and, as a result, our business, financial condition, results of operations and cash flows could be materially and

adversely affected. We continue to undertake actions and implement plans to address these inflationary pressures and protect the requisite access to

materials and equipment. With respect to our costs of capital, our ABS Notes (as defined in the Notes to the Group Financial Statements) are fixed-rate

instruments (subject to adjustment pursuant to the sustainability-linked features described in Note 21 in the Notes to the Group Financial Statements)

and as of December 31, 2024 we had $284 million outstanding on our Credit Facility. Nevertheless, inflation may also affect our ability to enter into

future debt financing, including refinancing of our Credit Facility or issuing additional SPV-level asset backed securities, as high inflation may result in a

relative increase in the cost of debt capital.

We are taking efforts to mitigate inflationary pressures, by working closely with other suppliers and service providers to ensure procurement of materials

and equipment in a cost-effective manner. However, these mitigation efforts may not succeed or may be insufficient.

Concerns about global economic growth have had a significant adverse impact on global financial markets and commodity prices. If the economic

climate in the United States or abroad deteriorates, worldwide demand for petroleum products could diminish further, which could impact the price at

which natural gas, NGLs and oil can be sold, which could affect our results of operations, financial condition, cash flows and prospects.

There are risks inherent in our acquisitions of natural gas and oil assets.

Acquisitions are an essential part of our strategy for protecting and growing cash flow, particularly in relation to the risk that some of our wells may

have a higher than anticipated production decline rate. Over the past several years, we have undertaken a number of acquisitions of natural gas and oil

assets (and of companies holding such assets). Our ability to complete future acquisitions will depend on us being able to identify suitable acquisition

candidates and negotiate favorable terms for their acquisition, in each case, before any attractive candidates are purchased by other parties such as

private equity firms, some of whom have substantially greater financial and other resources than we do. We may face competition for attractive

acquisition targets that may also increase the price of the target business. As a result, there is no assurance that we will always be able to source and

execute acquisitions in the future at attractive valuations.

Furthermore, to further our growth, we have made acquisitions outside the Appalachian Region, a region in which we have developed our operational

experience into the Bossier and Haynesville shales, the Barnett Shale Play, and the Cotton Valley and Mid-Continent producing areas. Accordingly, an

acquisition in a new area in which we lack experience may present unanticipated risks and challenges that were not accounted for or previously

experienced. Ordinarily, our due diligence efforts are focused on higher valued and material properties or assets. Even an in-depth review of all

properties and records may not reveal all existing or potential problems, nor will such review always permit a buyer to become sufficiently familiar with

the properties to fully assess their deficiencies and capabilities. Generally, physical inspections are not performed on every well or facility, and structural

or environmental problems are not necessarily observable even when an inspection is undertaken.

There can be no assurance that our prior acquisitions or any other potential acquisition will perform operationally as anticipated or be profitable. We

could fail to appropriately value any acquired business and the value of any business, company or property that we acquire or invest in may actually be

less than the amount paid for it or its estimated production capacity. We may be required to assume pre-closing liabilities with respect to an acquisition,

including known and unknown title, contractual, and environmental and decommissioning liabilities, and may acquire interests in properties on an “as is”

basis without recourse to the seller of such interest or the seller may have limited resources to provide post-sale indemnities.

In addition, successful acquisitions of gas and oil assets require an assessment of a number of factors, including estimates of recoverable reserves, the

time of recovering reserves, exploration potential, future natural gas, NGLs and oil prices and operating costs. Such assessments are inexact, and we

cannot guarantee that we make these assessments with a high degree of accuracy. In connection with assessments, we perform a review of the

acquired assets. However, such a review will not reveal all existing or potential problems. Furthermore, review may not permit us to become sufficiently

familiar with the assets to fully assess their deficiencies and capabilities.

Integrating operations, technology, systems, management, back office personnel and pre- or post-completion costs for future acquisitions may prove

more difficult or expensive than anticipated, thereby rendering the value of any company or assets acquired less than the amount paid. We may also


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

take on unexpected liabilities which are uncapped, have to undertake unanticipated capital expenditures in connection with a new acquisition or provide

uncapped liabilities in connection with the purchase and sale of assets, which are customary in such agreements. The integration of acquired businesses

or assets requires significant time and effort on the part of our management. Following such integration efforts, prior acquisitions may still not achieve

the level of financial or operational performance that was anticipated when they were acquired. In addition, the integration of new acquisitions can be

difficult and disrupt our own business because our operational and business culture may differ from the cultures of the acquired businesses, unpopular

cost-cutting measures may be required, internal controls may be more difficult to maintain and control over cash flows and expenditures may be difficult

to establish. If we encounter any of the foregoing issues in relation to one of our acquisitions this could have a material adverse effect on our business,

results of operations, financial condition, cash flows or prospects.

We may be unable to make attractive acquisitions or successfully integrate acquired businesses, and any inability to do so may

disrupt our business and hinder our ability to grow.

In the future we may make acquisitions of businesses that complement or expand our current business. However, we may not be able to identify

attractive acquisition opportunities. Even if we do identify attractive acquisition opportunities, we may not be able to complete the acquisition or do so

on commercially acceptable terms.

The success of any completed acquisition will depend on our ability to integrate effectively the acquired business into our existing operations. The

process of integrating acquired businesses may involve unforeseen difficulties and may require a disproportionate amount of our managerial and

financial resources. In addition, possible future acquisitions may be larger and for purchase prices significantly higher than those paid for earlier

acquisitions. No assurance can be given that we will be able to identify additional suitable acquisition opportunities, negotiate acceptable terms, obtain

financing for acquisitions on acceptable terms or successfully acquire identified targets. Our failure to achieve consolidation savings, to integrate the

acquired businesses and assets into our existing operations successfully or to minimize any unforeseen operational difficulties could have a material

adverse effect on our financial condition and results of operations.

Our Credit Facility also limits our ability to incur certain indebtedness, which could indirectly limit our ability to engage in acquisitions of businesses.

The Group’s success will be dependent upon its ability to fully integrate Maverick and deliver the value of the combined underlying

businesses; the full financial benefits expected from the Group may not be fully achieved.

The Group and Maverick have previously operated independently and there can be no assurance that their businesses can be fully integrated effectively.

The success of the combined business will depend, in part, on the effectiveness of the integration process and the ability to realize the anticipated

financial benefits from combining the respective businesses.

While the Group believes that the financial benefits of the Maverick acquisition and the costs associated with the Maverick acquisition have been

reasonably estimated, unanticipated events or liabilities may arise or become apparent which may, in turn, result in a delay or reduction in the benefits

anticipated to be derived from the Maverick acquisition, or in costs significantly in excess of those estimated. No assurance can be given that the

integration process will deliver all or substantially all of the expected benefits or realize any such benefits within the assumed timeframe, or that the

costs to integrate and achieve the financial benefits will not be higher than anticipated.

Further, the demands that the integration process may have on management time could result in diversion of the attention of the Group's management

and employees from ongoing operations, pursuing other potential business opportunities and may cause a delay in other projects currently

contemplated by the Group. To the extent that the combined company is unable to efficiently integrate the operations of the Group and Maverick,

realize anticipated financial benefits, retain key personnel and avoid unforeseen costs or delay, there may be a material adverse effect on the business,

results of operations, financial condition, cash flows or prospects of the Group.

We may not have good title to all our assets and licenses.

Although we believe that we take due care and conduct due diligence on new acquisitions in a manner that is consistent with industry practice, there

can be no assurance that we have good title to all our assets and the rights to develop and produce natural gas and oil from our assets. Such reviews

are inherently incomplete and it is generally not feasible to review in depth every individual well or field involved in each acquisition. There can be no

assurance that any due diligence carried out by us or by third parties on our behalf in connection with any assets that we acquire will reveal all of the

risks associated with those assets, and the assets may be subject to preferential purchase rights, consents and title defects that were not apparent at

the time of acquisition. We may acquire interests in properties on an “as is” basis without recourse to the seller of such interest or the seller may have

limited resources to provide post-sale indemnities. In addition, changes in law or change in the interpretation of law or political events may arise to

defeat or impair our claim to certain properties which we currently own or may acquire which could result in a material adverse effect on our business,

results of operations, financial condition, cash flows or prospects.

The issuance of additional ordinary shares in the Group in connection with acquisitions or other growth opportunities, any share

incentive or share option plan or otherwise may dilute all other shareholdings.

We may seek to raise financing to fund future acquisitions and other growth opportunities. We may, for these and other purposes, issue additional

equity or convertible equity securities. As a result, existing holders of ordinary shares may suffer dilution in their percentage ownership or the market

price of the ordinary shares may be adversely affected. For example, consideration for the Maverick acquisition included the issuance of 21,194,213 new

ordinary shares directly to the unitholders of Maverick.

As of December 31, 2024, we have issued options under our equity incentive plans to employees and executive directors for a total of 153,631 new

ordinary shares of the Group, all of which are currently outstanding, and have also entered into restricted stock unit agreements and performance stock

unit agreements with certain employees, of which 976,222 restricted stock units and 965,303 performance stock units are outstanding, as of said date.

We may, in the future, issue further options and/or warrants to subscribe for new ordinary shares to certain advisers, employees, directors, senior

management and/or consultants of the Group. The exercise of any such options would result in a dilution of the shareholdings of other investors.

Subject to any applicable pre-emption rights, any future issues of ordinary shares by the Group may have a dilutive effect on the holdings of

shareholders and could have a material adverse effect on the market price of ordinary shares as a whole.

Restrictions in our existing and future debt agreements could limit our growth and our ability to engage in certain activities.

Our Credit Facility and other debt agreements contain a number of significant covenants that may limit our ability to, among other things:

•Incur additional indebtedness;

•Incur liens;


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

•Sell assets;

•Make certain debt payments;

•Enter into agreements that restrict or prohibit the payment of dividends;

•Limits our subsidiaries’ ability to make certain payments with respect to their equity, based on the pro forma effect thereof on certain financial

ratios, which would be the source of distributable profits from which we may issue a dividend; and

•Conduct hedging activities.

In addition, our Credit Facility and other debt agreements require us to maintain compliance with certain financial covenants.

We may also be prevented from taking advantage of business opportunities that arise because of the limitations from the restrictive covenants under

our Credit Facility. These restrictions may limit our ability to obtain future financings to withstand a future downturn in our business or the economy in

general, or to otherwise conduct necessary corporate activities.

A material uncured breach of any covenant in our Credit Facility and other debt agreements will result in a default under the agreement and may result

in an event of default if such default is not cured during any applicable grace period. An event of default, if not waived, could result in acceleration of

the indebtedness outstanding and in an event of default with respect to, and an acceleration of, the indebtedness outstanding under any other debt

agreements to which we are a party. Any such accelerated indebtedness would become immediately due and payable. If that occurs, we may not be

able to make all of the required payments or borrow sufficient funds to refinance such indebtedness. Even if new financing were available at that time, it

may not be on terms that are acceptable to us.

Any significant reduction in our borrowing base under our Credit Facility as a result of periodic borrowing base redeterminations or

otherwise may negatively impact our ability to fund our operations.

Our Credit Facility limits the amounts we can borrow up to a borrowing base amount, which the lenders, in their sole discretion, unilaterally determine

based upon our reserve reports for the applicable period and other data and reports. Such determinations will be made on a regular basis semi-annually

(each a “Scheduled Redetermination”) and at the option of the lenders with more than 66.6% of the loans and commitments under the Credit Facility,

no more than one time in between each Scheduled Redetermination. As of the date of this report, our borrowing base is $900 million.

In the future, we may not be able to access adequate funding under our Credit Facility as a result of a decrease in our borrowing base due to the

issuance of new indebtedness, the outcome of a borrowing base redetermination, or an unwillingness or inability on the part of lending counterparties to

meet their funding obligations and the inability of other lenders to provide additional funding to cover a defaulting lender’s portion. Declines in

commodity prices from their current levels could result in a determination to lower the borrowing base and, in such a case, we could be required to

repay any indebtedness in excess of the redetermined borrowing base. As a result, we may be unable to make acquisitions or otherwise carry out

business plans, which could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.

The securitizations of our limited purpose, bankruptcy-remote, wholly owned subsidiaries may expose us to financing and other risks,

and there can be no assurance that we will be able to access the securitization market in the future, which may require us to seek

more costly financing.

Through limited purpose, bankruptcy-remote, wholly owned subsidiaries (“SPVs”), we have securitized and expect to securitize in the future, certain of

our assets to generate financing. In such transactions, we convey a pool of assets to an SPV, that, in turn, issues certain securities or enters into certain

debt agreements. The securities issued by the SPVs are each collateralized by a pool of assets. In exchange for the transfer of finance receivables to the

SPV, we typically receive the cash proceeds from the sale of the securities or entering into term loans.

Although our SPVs have successfully completed securitizations in connection with the ABS IV Notes, ABS VI Notes, ABS VII Notes, ABS VIII Notes (which

now covers ABS III Notes and ABS V Notes), ABS IX Notes, and ABS X Notes (which now covers Term Loan I, ABS I Notes, and ABS II Notes) (each as

defined herein), there can be no assurance that we, through our SPVs, will be able to complete additional securitizations, particularly if the securitization

markets become constrained. In addition, the value of any securities that our limited purpose, bankruptcy-remote, wholly owned subsidiaries retain in

our securitizations, including securities retained to comply with applicable risk retention rules, might be reduced or, in some cases, eliminated as a result

of an adverse change in economic conditions or the financial markets. In addition, our ABS IV Notes, ABS VI Notes, ABS VII Notes, ABS VIII Notes

(which now covers ABS III Notes and ABS V Notes), ABS IX Notes, and ABS X Notes (which now covers Term Loan I, ABS I Notes, and ABS II Notes)

are subject to customary accelerated amortization events, including events tied to the failure to maintain stated debt service coverage ratios.

If it is not possible or economical for us to securitize our assets in the future, we would need to seek alternative financing to support our operations and

to meet our existing debt obligations, which may be less efficient and more expensive than raising capital via securitizations and may have a material

adverse effect on our results of operations, financial condition, cash flows and liquidity.

An increase in interest rates would increase the cost of servicing our indebtedness and could reduce our profitability, decrease our

liquidity and impact our solvency.

Our Credit Facility provides for, and our future debt agreements may provide for, debt incurred thereunder to bear interest at variable rates. As of

December 31, 2024, we had $284 million outstanding on our Credit Facility. Increases in interest rates would increase the cost of servicing indebtedness

under our Credit Facility or under future debt agreements subject to interest at variable rates, and materially reduce our profitability, decrease our

liquidity and impact our solvency.

Our hedging activities could result in financial losses or could reduce our net income.

To achieve more predictable cash flows, we employ a hedging strategy involving opportunistically hedging a majority of our first two years of production

as well as hedging a significant percentage of production beyond our first two years of forecasted production. Even so, the remainder of our production

that is unhedged is exposed to the continuing and prolonged declines in the prices of natural gas, NGLs and oil. Our results of operations and financial

condition would be negatively impacted if the prices of natural gas, NGLs or oil were to remain depressed or decline materially from current levels. To

achieve more predictable cash flows and to reduce our exposure to fluctuations in the prices of natural gas, NGLS and oil, we may enter into additional

hedging arrangements for a significant portion of our production.

Our derivative contracts may result in substantial gains or losses. For example, we reported an operating loss of $43 million for the year ended

December 31, 2024, compared with an operating profit of $1,161 million for the year ended December 31, 2023 and an operating loss of $671 million

for the year ended December 31, 2022. While our earnings are impacted by a variety of factors as described in Results of Operations, a key driver of our

year-over-year change from an operating profit to loss was attributable to a change of $1,095 million in the mark-to-market valuation adjustment on our


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

derivative financial instrument valuations to $189 million loss in 2024 from $906 million gain in 2023. There can be no assurance that we will not realize

additional losses due to our hedging activities in the future. In addition, if we enter into any derivative contracts and experience a sustained material

interruption in our production, we might be forced to satisfy all or a portion of our hedging obligations without the benefit of the cash flows from our

sale of the underlying physical commodity, resulting in a substantial diminution of our liquidity. Our ability to use hedging transactions to protect us from

future natural gas, NGL and oil price volatility will be dependent upon natural gas, NGL and oil prices at the time we enter into future hedging

transactions and our future levels of hedging and, as a result, our future net cash flows may be more sensitive to commodity price changes. In addition,

if commodity prices remain low, we will not be able to replace our hedges or enter into new hedges at favorable prices.

Our price hedging strategy and future hedging transactions will be determined at our discretion, subject to the terms of certain agreements governing

our indebtedness. The prices at which we hedge our production in the future will be dependent upon commodity prices at the time we enter into these

transactions, which may be substantially higher or lower than current prices. Accordingly, our price hedging strategy may not protect us from significant

declines in prices received for our future production. Conversely, our hedging strategy may limit our ability to realize cash flows from commodity price

increases. It is also possible that a substantially larger percentage of our future production will not be hedged as compared with the next few years,

which would result in our natural gas, NGL and oil revenues becoming more sensitive to commodity price fluctuations.

The failure of our hedge counterparties to meet their obligations to us may adversely affect our financial results.

An attendant risk exists in hedging activities that the counterparty in any derivative transaction cannot or will not perform under the instrument and that

we will not realize the benefit of the hedge. Disruptions in the financial markets could lead to sudden decreases in a counterparty’s liquidity, which could

make them unable to perform under the terms of the derivative contract and we may not be able to realize the benefit of the derivative contract. Any

default by the counterparty to these derivative contracts when they become due would have a material adverse effect on our results of operations,

financial condition, cash flows and prospects.

We may not be able to enter into commodity derivatives on favorable terms or at all.

To achieve a more predictable cash flow, we employ a hedging strategy involving opportunistically hedging a majority of our first two years of

production as well as hedging a significant percentage of production beyond our first two years of forecasted production. If we are unable to maintain

sufficient hedging capacity with our counterparties, we could have greater exposure to changes in commodity prices and interest rates, which could

have a material adverse impact on our business, results of operations, financial condition, cash flows or prospects.

Risks Relating to Legal, Tax, Environmental and Regulatory Matters

We are subject to regulation and liability under environmental, health and safety regulations, the violation of which may affect our

financial condition and operations.

We operate in an industry that has certain inherent hazards and risks, and consequently we are subject to stringent and comprehensive laws and

regulations, especially with regard to the protection of health, safety and the environment. For example, we are subject to laws and regulations related

to occupational safety and health, hydraulic fracturing activities, air emissions, soil and water quality, the protection of threatened and endangered plant

and animal species, biodiversity and ecosystems, and the safety of our assets and employees. Although we believe that we have adequate procedures in

place to mitigate operational risks, there can be no assurances that these procedures will be adequate to address every potential health, safety and

environmental hazard, and a failure to adequately mitigate risks may result in loss of life, injury, or adverse impacts on the health of employees,

contractors and third-parties or the environment. Any failure by us or one of our subcontractors, whether inadvertent or otherwise, to comply with

applicable legal or regulatory requirements may give rise to civil, administrative and/or criminal liabilities, civil fines and penalties, delays or restrictions

in acquiring or disposing of assets and/or delays in securing or maintaining required permits, licenses and approvals. Further, a lack of regulatory

compliance may lead to denial, suspension, or termination of permits, licenses, or approvals that are required to operate our sites or could result in

other operational restrictions or obligations. Our health, safety and environmental policies require us to observe local, state and national legal and

regulatory requirements and to apply generally accepted industry best practices where legislation or regulation does not exist.

The terms and conditions of licenses, permits, regulatory orders, approvals or permissions may include more stringent operational, environmental and/or

health and safety requirements. Obtaining development or production licenses and permits may become more difficult or may be delayed due to federal,

regional, state or local governmental constraints, considerations, or requirements on issuing. Furthermore, third-parties such as environmental NGOs

may administratively or judicially contest or protest licenses and permits already granted by relevant authorities or applications for the same and

operations may be subject to other administrative or judicial challenges.

In addition, under certain environmental laws and regulations, we could be subject to joint and several strict liability for the removal or remediation of

previously released materials, pollution, or property contamination regardless of whether we were responsible for the release or contamination or

whether the operations were in compliance with all applicable laws at the time those actions were taken. Private parties, including the owners of

properties on or adjacent to well sites and facilities where petroleum hydrocarbons or wastes are taken for reclamation or disposal, may also have the

right to pursue legal actions as well as to seek damages for non-compliance with environmental laws and regulations or for personal injury or property

damage. In addition, the risk of accidental spills or releases of pollutants or contaminants could expose us to significant liabilities that could have a

material adverse effect on our business, financial condition and results of operations.

We incur, and expect to continue to incur, capital and operating costs in an effort to comply with increasingly complex operational health and safety and

environmental laws and regulations. New laws and regulations, the imposition of more stringent requirements in permits and licenses, increasingly strict

enforcement of, or new interpretations of, existing laws, regulations and permits and licenses, or the discovery of previously unknown contamination or

hazards may require further costly expenditures to, for example:

•Modify operations, including an increase in plugging and abandonment operations;

•Install or upgrade pollution or emissions control equipment;

•Perform site clean ups, including the remediation and reclamation of gas and oil sites;

•Curtail or cease certain operations;

•Provide financial securities, bonds, and/or take out insurance; or

•Pay fees or fines or make other payments for pollution, discharges to the environment or other breaches of environmental or health and safety

requirements or consent agreements with regulatory agencies.

We cannot predict with any certainty the full impact of any new laws, regulations, or policies on our operations or on the cost or availability of insurance

to cover the risks associated with such operations. The costs of such measures and liabilities related to potential operational health and safety or


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

environmental risks associated with the Group may increase, which could materially and adversely affect our business, results of operations, financial

condition, cash flows or prospects. In addition, it is not possible to predict what future operational health and safety or environmental laws and

regulations will be enacted or how current or future operational, health, safety or environmental laws and regulations will be applied or enforced. We

may have to incur significant expenditure for the installation and operation of additional systems and equipment for monitoring and carry out remedial

measures in the event that operational health and, safety and environmental regulations become more stringent or costly reform is implemented by

regulators. Any such expenditure may have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.

No assurance can be given that compliance with occupational health and safety and environmental laws or regulations in the regions where we operate

will not result in a curtailment of production or a material increase in the cost of production or development activities.

Increasing attention to sustainability matters may impact our business and financial results.

Increasing attention has been given to corporate activities related to sustainability matters in public discourse and the investment community. A number

of advocacy groups, both domestically and internationally, have campaigned for governmental and private action to promote change at public

companies related to sustainability matters, including through the investment and voting practices of investment advisers, public pension funds, activist

investors, universities and other members of the investing community. These activities include increasing attention and demands for action related to

climate change and promoting the use of alternative forms of energy. These activities may result in demand shifts for oil and natural gas products and

additional governmental investigations and private litigation against us. In addition, stakeholder views continue to evolve and vary, and our initiatives

related to these matters are unlikely to satisfy all stakeholders. Our failure to comply with evolving investor or customer expectations and standards

(which may support or disfavor sustainability initiatives) or if we are perceived to not have responded appropriately to the growing concern for

sustainability issues, regardless of whether there is a legal requirement to do so, could cause reputational harm to our business, increase our risk of

litigation, and could have a material adverse effect on our results of operation.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings systems for

evaluating companies on their approach to sustainability matters. These ratings are used by some investors to inform their investment and voting

decisions. Unfavorable sustainability ratings may lead to increased negative investor sentiment toward us and our industry and to the diversion of

investment to other companies or industries, which could have a negative impact on our stock price and our access to and costs of capital. Also,

institutional lenders may decide not to provide funding for oil and natural gas companies based on climate change related concerns, which could affect

our access to capital for potential growth projects.

The U.S. administration, acting through the executive branch and/or in coordination with Congress, could enact or rescind rules and

regulations that may impact our operations.

Governmental, scientific and public concern over the threat of climate change arising from GHG emissions has resulted in increasing political risks in the

United States, including climate change-related commitments and skepticism expressed by some political candidates who are now, or may in the future

be, in political office.

While our operations are largely not conducted on federal lands, we may in the future consider acquisitions of natural gas and oil assets located in areas

in which the development of such assets would require permits and authorizations to be obtained from or issued by federal agencies. To conduct these

operations, we may be required to file applications for permits, seek agency authorizations and comply with various other statutory and regulatory

requirements. Further, new oil and gas leasing on public lands has been the subject of recent proposed executive action rescinding climate change-

related initiatives and requirements by the prior Administration. Complying with these evolving requirements may adversely affect our ability to conduct

operations at the costs and in the time periods anticipated, and may consequently adversely impact our anticipated returns from our operations.

Any such measures or increased costs could have a material adverse effect on our business, results of operations, financial condition, cash flows or

prospects.

Our operations are dependent on our compliance with obligations under permits, licenses, contracts and field development plans.

Our operations must be carried out in accordance with the terms of permits, licenses, operating agreements, annual work programs and budgets. Fines,

penalties, or enforcement actions may be imposed and a permit or license may be suspended or terminated if a permit or license holder, or party to a

related agreement, fails to comply with its obligations under such permit, license or agreement, or fails to make timely payments of levies and taxes for

the licensed activity, or fails to provide the required geological information or meet other reporting requirements. It may from time to time be difficult to

ascertain whether we have complied with obligations under permits or licenses as the extent of such obligations may be unclear or ambiguous and

regulatory authorities in jurisdictions in which we do business, or in which we may do business in the future, may not be forthcoming with confirmatory

statements that work obligations have been fulfilled, which can lead to further operational uncertainty.

In addition, we and our commercial partners, as applicable, have obligations to operate assets in accordance with specific requirements under certain

licenses and related agreements, field development agreements, laws and regulations. If we or our partners were to fail to satisfy such obligations with

respect to a specific field, the license or related agreements for that field may be suspended, revoked or terminated. Although we have in the past

acquired and may in the future acquire shale assets, a significant source of our natural gas and crude oil remains conventional wells. In some instances,

these conventional wells are located on the same property as unconventional wells that produce shale oil. In these cases, the rights to access the shale

layers of the property will typically be conditioned on the ongoing productivity of conventional wells on the property. Furthermore, the shale rights may

be owned by a third party, and in such instances, we will enter into a joint use agreement with the third party. This joint use agreement may stipulate

that in consideration for permission to operate the conventional wells, we are to use reasonable efforts to maintain production so that the third party

retains the shale licenses. If we fail to maintain production in the conventional wells, under the joint use agreement, we may be liable to the third party for

replacing the lost land rights. The relevant authorities are typically authorized to, and do from time to time, inspect to verify compliance by us or our

commercial partners, as applicable, with relevant laws and the licenses or the agreements pursuant to which we conduct our business. There can be no

assurance that the views of the relevant government agencies regarding the development of the fields that we operate or the compliance with the terms of

the licenses pursuant to which we conduct such operations will coincide with our views, which might lead to disagreements that may not be resolved.

The suspension, revocation, withdrawal or termination of any of the permits, licenses or related agreements pursuant to which we may conduct

business, as well as any delays in the continuous development of or production at our fields caused by the issues detailed above could materially and

adversely affect our business, results of operations, financial condition, cash flows or prospects. In addition, failure to comply with the obligations under

the permits, licenses or agreements pursuant to which we conduct business, whether inadvertent or otherwise, may lead to fines, penalties, restrictions,

enforcement actions brought by governmental authorities, withdrawal of licenses and termination of related agreements.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

We do not insure against certain risks and our insurance coverage may not be adequate for covering losses arising from potential

operational hazards and unforeseen interruptions.

We insure our operations in accordance with industry practice and plan to continue to insure the risks we consider appropriate for our needs and

circumstances. However, we may elect not to have insurance for certain risks, due to the high premium costs associated with insuring those risks or for

various other reasons, including an assessment in some cases that the risks are remote.

Our insurance may not be adequate to cover all losses or liabilities we may suffer. We cannot assure that we will be able to obtain insurance coverage

at reasonable rates (or at all), or that any coverage we or the relevant operator obtain, and any proceeds of insurance, will be adequate and available to

cover any claims arising. We may become subject to liability for pollution, blow-outs or other hazards against which we have not insured or cannot

insure, including those in respect of past activities for which we were not responsible. Any indemnities we may receive from sub-contractors, operators

or joint venture partners may be difficult to enforce if such sub-contractors, operators or joint venture partners lack adequate resources.

Operational insurance policies are usually placed in one year contracts and the insurance market can withdraw cover for certain risks due to events

occurring in other parts of the industry, thus greatly increasing the costs of risk transfer. For example, in September 2018, a gas pipeline operated by

another midstream company exploded in Beaver County, Pennsylvania, a state in which we have operations. The explosion resulted in the destruction of

residential property and motor vehicles as well as the evacuation of nearby households. Catastrophic events such as these may cause the insurance

costs for our midstream operations to rise, despite us not being involved in the catastrophic event. In the event that insurance coverage is not available

or our insurance is insufficient to fully cover any losses, including losses incurred due to lost revenues resulting from third party operations or processing

plants, claims and/or liabilities incurred, or indemnities are difficult to enforce, our business and operations, financial results or financial position may be

disrupted and adversely affected.

The payment by our insurers of any insurance claims may result in increases in the premiums payable by us for our insurance coverage and could

adversely affect our financial performance. In the future, some or all of our insurance coverage may become unavailable or prohibitively expensive.

Our internal systems and website may be subject to intentional and unintentional disruption, and our confidential information may be

misappropriated, stolen or misused, which could adversely impact our reputation and future sales.

We have faced, and may in the future continue to face, cyber-attacks and data security breaches. Such cyber-attacks and breaches are designed to

penetrate our network security or the security of our internal systems, misappropriate proprietary information and/or cause interruptions to our services,

and we expect to continue to face similar threats in the future. We cannot guarantee that we will be able to successfully prevent all attacks in the future.

Such future attacks could include hackers obtaining access to our systems, the introduction of malicious computer code or denial of service attacks. If an

actual or perceived breach of our network security occurs, it could adversely affect our business or reputation, and may expose us to the loss of

information, litigation and possible liability. An actual security breach could also impair our ability to operate our business and provide products and

services to our customers. Additionally, malicious attacks, including cyber-attacks, may damage our assets, prevent production at our producing assets

and otherwise significantly affect corporate activities. For example, we utilize electronic monitoring of meters and flow rate devices to monitor pressure

build-up in our production wells. If there were a cyber-attack that penetrated our monitoring systems such that they provided false readings, this could

result in an unknown pressure build-up, creating a dangerous situation which could end up in an explosion. As techniques used to obtain unauthorized

access to or to sabotage systems change frequently and may not be known until launched against us or our third-party service providers, we may be

unable to anticipate or implement adequate measures to protect against these attacks and our service providers may likewise be unable to do so. Such

an outcome would have a material adverse impact on our business, results of operations, financial condition, cash flows or prospects.

In addition, confidential or financial payment information that we maintain may be subject to misappropriation, theft and deliberate or unintentional

misuse by current or former employees, third-party contractors or other parties who have had access to such information. Any such misappropriation

and/or misuse of our information could result in the Group, among other things, being in breach of certain data protection requirements and related

legislation as well as incurring liability to third parties. We expect that we will need to continue closely monitoring the accessibility and use of

confidential information in our business, educate our employees and third-party contractors about the risks and consequences of any misuse of

confidential information and, to the extent necessary, pursue legal or other remedies to enforce our policies and deter future misuse. If our confidential

information is misappropriated, stolen or misused as a result of a disruption to our website or internal systems this could have a material adverse effect

on our business, results of operations, financial condition, cash flows or prospects.

Although we maintain insurance to protect against losses resulting from certain of data protection breaches and cyber-attacks, our coverage for

protecting against such risks may not be sufficient.

Our operations are subject to the risk of litigation.

From time to time, we may be subject, directly or indirectly, to litigation arising out of our operations and the regulatory environments in our areas of

operations. Historically, categories of litigation that we have faced included actions by royalty owners over payment disputes, personal injury claims and

property related claims, including claims over property damage, trespass or nuisance. Although we currently face no material litigation that is reasonably

expected to have an adverse material impact for which we are not sufficiently indemnified or insured, damages claimed under such litigation in the

future may be material or may be indeterminate, and the outcome of such litigation, if determined adversely to us, could individually or in the

aggregate, be reasonably expected to have a material and adverse effect on our business, financial position or results of operations. While we assess

the merits of each lawsuit and defend ourselves accordingly, we may be required to incur significant expenses or devote significant resources to defend

against such litigation. In addition, the adverse publicity surrounding such claims may have a material adverse effect on our business.

We are subject to certain tax risks.

Any change in our tax status or in taxation legislation in the United Kingdom or the United States could affect our ability to provide returns to

shareholders. Statements in this document concerning the taxation of holders of our ordinary shares are based on current law and practice, which is

subject to change.

We are subject to income taxes in the United Kingdom and the United States, and there can be no certainty that the current taxation regime in the

United Kingdom, the United States or other jurisdictions within which we currently operate or may operate in the future will remain in force or that the

current levels of corporation taxation will remain unchanged. For example, the U.S. government has imposed a minimum tax on corporations and

proposed and may enact significant changes to the taxation of business entities including, among others, an increase in the U.S. federal income tax rate

applicable to corporations, like us, and surtaxes on certain types of income. Certain U.S. localities also maintain a severance tax or impact fee on the

removal of oil and natural gas from the ground and such tax rates may be increased or new severance taxes or impact fees may be implemented. The

United Kingdom announced on May 26, 2022 a new “Energy Profits Levy” on oil and gas exploration and production companies operating in the United


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

Kingdom and the UK Continental Shelf at a rate of 25% (subsequently increased to 35% and then to 38% from November 1, 2024). As we do not

operate our exploration, production or extraction activities in the United Kingdom or in the UK Continental Shelf, we do not expect the Energy Profits

Levy to impact our headline corporation tax rate in the United Kingdom, however, the taxation of energy companies remains uncertain, particularly in

the context of current global events, and the future stability of such tax regimes cannot be guaranteed.

Our domestic and international tax liabilities are subject to the allocation of expenses in differing jurisdictions. Our effective tax rate could be adversely

affected by changes in the mix of earnings and losses in taxing jurisdictions with differing statutory tax rates, certain non-deductible expenses, the

valuation of deferred tax assets and liabilities and changes in federal, state or international tax laws and accounting principles. Increases in our effective

tax rate could materially affect our net financial results. Although we believe that our income tax liabilities are reasonably estimated and accounted for in

accordance with applicable laws and principles, an adverse resolution of one or more uncertain tax positions in any period could have a material adverse

effect on our business, results of operations, financial condition, cash flows or prospects.

In the past we have been able to offset a large portion of our U.S. federal income tax burden with marginal well tax credits that are available to

qualified producers who operate lower-volume wells during a low commodity pricing environment. There can be no assurance that there will be no

amendment to the existing taxation laws applicable to us, which may have a material adverse effect on our financial position. Our ability to utilize marginal

well tax credits in the United States could be or become subject to limitations (for example, if we are deemed to undergo an “ownership change” for

applicable U.S. federal income tax purposes).

The nature and amount of tax that we expect to pay and the reliefs expected to be available to us are each dependent upon several assumptions, any

one of which may change and which would, if so changed, affect the nature and amount of tax payable and reliefs available. In particular, the nature

and amount of tax payable may be dependent on the availability of relief under tax treaties and is subject to changes to the tax laws or practice in any

of the jurisdictions we currently are subject to or may be subject to in the future. Any limitation in the availability of relief under these treaties, any

change in the terms of any such treaty or any changes in tax law, interpretation or practice could increase the amount of tax payable by us.

Finally, because we are an entity incorporated in the United Kingdom that is treated as a U.S. corporation for all purposes of U.S. federal income tax

law, any changes in U.S. federal income tax law could negatively impact our effective tax rate and cash flows, which could cause our business, results of

operations, financial condition, cash flows or prospects to be materially adversely affected.

The taxation of an investment in our ordinary shares depends on the individual circumstances of the holders of our ordinary shares. Holders of our

ordinary shares are strongly advised to consult their professional tax advisers.

Tax legislation may be enacted in the future that could negatively impact our current or future tax structure and effective tax rates.

Long-standing international tax initiatives that determine each country’s jurisdiction to tax cross-border international trade and profits are evolving as a

result of, among other things, initiatives such as the Anti-Tax Avoidance Directives, as well as the Base Erosion and Profit Shifting (“BEPS”) reporting

requirements, mandated and/or recommended by the EU, G8, G20 and Organization for Economic Cooperation and Development (“OECD”), including

the imposition of a minimum global effective tax rate for multinational businesses regardless of the jurisdiction of operation and where profits are

generated (Pillar Two). Many countries around the world, including the United Kingdom, have introduced new, or amended existing, tax laws applicable

to multinational businesses to implement Pillar Two. As these and other tax laws and related regulations change (including changes in the interpretation,

approach and guidance of tax authorities), our financial results could be materially impacted. Given the unpredictability of these possible changes and

their potential interdependency, it is difficult to assess whether the overall effect of such potential tax changes would be cumulatively positive or

negative for our earnings and cash flow, but such changes could adversely affect our financial results.

Risks Relating to Our Ordinary Shares

The requirements of being a U.S. listed company, including compliance with the reporting requirements of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase

our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As we became a U.S. listed company in December 2023, we are required to comply with new laws, regulations and requirements, certain corporate

governance provisions of Sarbanes-Oxley Act, related regulations of the SEC and the requirements of the NYSE, with which we were not required to

comply as a private company. Complying with these statutes, regulations and requirements will occupy a significant amount of our time and will

significantly increase our costs and expenses. We will need to: institute a more comprehensive compliance function to test and conclude on the

sufficiency of our internal control over financial reporting; comply with rules promulgated by the NYSE; prepare and distribute periodic public reports;

establish new internal policies, such as those relating to insider trading; and involve and retain to a greater degree outside professionals in the above

activities. At any time, we may conclude that our internal controls, once tested, are not operating as designed or that the system of internal controls

does not address all relevant financial statement risks. Compliance with Sarbanes-Oxley Act requirements may strain our resources, increase our costs

and distract management; and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a new U.S. listed company, we are subject to significant regulatory oversight and reporting obligations under U.S. federal securities laws and the

continuous scrutiny of securities analysts and investors. In addition, most members of our management team have limited experience managing a U.S.

listed company, interacting with U.S. public company investors, and complying with the increasingly complex laws pertaining to U.S. listed companies.

Our management team may not successfully or efficiently manage us as a U.S. listed company. These new obligations and constituents require

significant attention from our management team and could divert our management team’s attention away from the day-to-day management of our

business, which could adversely affect our business, results of operations and financial condition.

Further, we expect that, as a new U.S. listed company, being subject to these rules and regulations may make it more difficult and more expensive for

us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher

costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board

of directors or as executive officers. We are currently evaluating these rules, and we cannot predict or estimate the amount of additional costs we may

incur or the timing of such costs.

We qualify as a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act

reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

We report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the

Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (i) the

sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

(ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

profit from trades made in a short period of time; and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on

Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant

events. In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while

U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year.

Foreign private issuers also are exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material

information. As a result of the above, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers,

some investors may find the ordinary shares less attractive, and there may be a less active trading market for the ordinary shares.

To the extent we no longer qualify as a foreign private issuer as of June 30, 2025 (the end of our second fiscal quarter), we would be required to

comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic issuers, which are more

detailed and extensive than the requirements for foreign private issuers, as of January 1, 2026, including the requirement to prepare our financial

statements in accordance with U.S. generally accepted accounting principles. We may also be required to make changes in our corporate governance

practices in accordance with various SEC and NYSE rules. The regulatory and compliance costs to us under U.S. securities laws if we are required to

comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the cost we would incur as a foreign

private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs and would make

some activities highly time consuming and costly. If we lose foreign private issuer status and are unable to comply with the reporting requirements

applicable to a U.S. domestic issuer by the applicable deadlines, we would not be in compliance with applicable SEC rules or the rules of NYSE, which

could cause investors could lose confidence in our public reports and could have a material adverse effect on the trading price of our ordinary shares.

We also expect that if we were required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and

expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs

to obtain coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified members of our board of directors.

As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that

differ significantly from the corporate governance listing standards of the NYSE. These practices may afford less protection to

shareholders than they would enjoy if we complied fully with the corporate governance listing standards of the NYSE.

As a foreign private issuer listed on the NYSE, we are subject to corporate governance listing standards. However, NYSE rules permit a foreign private

issuer like us to follow the corporate governance practices of its home country in lieu of certain NYSE corporate governance listing standards, provided

that we disclose which requirements that we have not complied with in any year and confirm the UK corporate governance practices we have complied

with. Certain corporate governance practices in the United Kingdom, which is our home country, may differ significantly from the NYSE corporate

governance listing standards. Although we adhere to the higher corporate governance standards of the UK Corporate Governance Code, we could

include non-independent directors as members of our nomination and remuneration committee, and our independent directors would not necessarily

hold regularly scheduled meetings at which only independent directors are present. We may in the future elect to follow home country practices in the

United Kingdom with regard to other matters. Therefore, our shareholders may be afforded less protection than they otherwise would have under the

NYSE corporate governance listing standards applicable to U.S. domestic issuers.

Failure to comply with requirements to design, implement and maintain effective internal control over financial reporting could have a

material adverse effect on our business.

The process of designing and implementing effective internal control over financial reporting is a continuous effort that requires us to anticipate and

react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain internal control over

financial reporting that is adequate to satisfy our reporting obligations as a U.S. listed company. If we are unable to maintain adequate internal control

over financial reporting, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated

financial statements and harm our results of operations. In addition, we are required, pursuant to the rules and regulations of the SEC, to furnish a

report by management on the effectiveness of our internal control over financial reporting. This assessment needs to include disclosure of any material

weaknesses identified by our management in our internal control over financial reporting. Assessing the effectiveness of our internal control over

financial reporting requires significant documentation, testing and possible remediation.

We may not be able to conclude on an annual basis that we have effective internal control over financial reporting or our independent registered public

accounting firm may not issue an unqualified opinion on the effectiveness of our internal control over financial reporting. If either we are unable to

conclude that we have effective internal control over financial reporting or our independent registered public accounting firm is unable to issue an

unqualified opinion on the effectiveness of internal control over financial reporting, investors could lose confidence in our reported financial information,

which could have a material adverse effect on the trading price of our ordinary shares.

We have incurred and will continue to incur increased costs as a result of operating as a public company in the United States, and our

management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

As a U.S. listed company, we have incurred and will continue to incur significant legal, accounting and other expenses that we did not incur previously.

The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of NYSE and other applicable

securities rules and regulations impose various requirements on non-U.S. reporting public companies, including the establishment and maintenance of

disclosure controls and procedures, internal control over financial reporting and corporate governance practices. Our management and other personnel

will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and

financial compliance costs and will make some activities more time consuming and costly. For example, we expect that these rules and regulations may

increase the cost of our director and officer liability insurance.

However, these rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their

application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty

regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

There is no guarantee that we will continue to pay dividends on our ordinary shares in the future.

Our ability and the Board’s decision to pay dividends is dependent upon our performance and financial condition, cash requirements, future prospects,

commodity prices, the performance and dividend yield of our peers, compliance with the financial covenants and restricted payments covenant in our

Credit Facility, profits available for distribution and other factors deemed to be relevant at the time and on the continued health of the markets in which

we operate. Further, subsequent to our listing on the NYSE, while our Board’s evaluation of our ability or need to pay dividends will primarily remain a

question of the foregoing factors, it will also take into account the performance of our ordinary shares, including relative to our peer group. There can

be no guarantee that we will continue to pay dividends in the future on our ordinary shares.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.

We are incorporated under English law. The rights of holders of ordinary shares are governed by English law, including the provisions of the UK

Companies Act 2006 (the “Companies Act 2006”), and by our Articles of Association. These rights differ in certain respects from the rights of

shareholders in typical U.S. corporations. Refer to Memorandum and Articles of Association in this Annual Report & Form 20-F for a description of the

principal differences between the provisions of the Companies Act 2006 applicable to us and, for example, the Delaware General Corporation Law

relating to shareholders’ rights and protections.

Claims of U.S. civil liabilities may not be enforceable against us.

We are incorporated under the laws of the United Kingdom. In addition, certain of our directors and officers reside outside the United States. As a

result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce judgments obtained in

U.S. courts against them or us, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws.

The United States and the United Kingdom do not currently have a treaty providing for recognition and enforcement of judgments (other than

arbitration awards) in civil and commercial matters. Consequently, a final judgment for payment given by a court in the United States, whether or not

predicated solely upon U.S. securities laws, would not automatically be recognized or enforceable in the United Kingdom. In addition, uncertainty exists

as to whether UK courts would entertain original actions brought in the UK against us or our directors or senior management predicated upon the

securities laws of the United States or any state in the United States. Provided that certain requirements are met, a final and conclusive monetary

judgment for a definite sum obtained against us in U.S. courts (that is not a sum payable in respect of taxes or similar charges or in respect of a fine or

a penalty), would be treated by the courts of the UK as a cause of action in itself and sued upon as a debt at common law without any retrial of the

issue. Whether the relevant requirements are met in respect of a judgment based upon the civil liability provisions of the U.S. securities laws, including

whether the award of monetary damages under such laws would constitute a penalty, is an issue for the court making such decision. If a UK court gives

judgment for the sum payable under a U.S. judgment, the UK judgment will be enforceable by methods generally available for this purpose. These

methods generally permit the UK court discretion to prescribe the manner of enforcement.

As a result, U.S. investors may not be able to enforce against us or our executive officers, board of directors or certain experts named herein who are

residents of the United Kingdom or countries other than the United States any judgments obtained in U.S. courts in civil and commercial matters,

including judgments under the U.S. federal securities laws.

Viability and Going Concern

In accordance with Provision 31 section 4 of the UK Corporate Governance Code, and taking into account our current financial position and principal

risks for a period longer than the 12 months required by the going concern statement, the Senior Leadership Team prepared a viability analysis which

was assessed by the Board for approval.

Assessment Process and Key Assumptions

Our financial outlook is assessed primarily through a detailed annual business planning process and a more general multi-year forecast. The Senior

Leadership Team provides the Board with a detailed overview as part of its annual budget approval while providing regular updates at each Board

meeting throughout the year. The Board uses this information, along with any other detail it requests, to assess our current performance and longer-

term outlook.

The outputs from the business planning process include a set of key performance objectives, an assessment of our primary risks, the anticipated

operational outlook and a set of financial forecasts that consider the sources of funding available to DEC (the “Base Plan”).

Key assumptions, which underpin the annual business planning process, include the forward price strip for each commodity (natural gas, NGLs and oil),

forecasted operating cost and capital expenditure levels, production profiles, and the availability of liquidity or additional financing. We regularly produce

cash flow projections, which we sensitize for different scenarios including, but not limited to, changes in commodity prices and production rates from our

wells. The Directors and Senior Leadership Team closely monitor these forecast assumptions and projections and seek to mitigate our operating and

liquidity risks.

Based on our financial scenario planning process, the Directors and Senior Leadership Team believe that stress testing forecast results over the Base

Plan for a two-year period through March 2027 forms a reasonable expectation of our viability. At least annually, we perform our two-year Base Plan

forecast for our medium-term strategic planning period. The Directors and Senior Leadership Team are confident that they appropriately monitor and

manage operational risks effectively within the two-year Base Plan, and our scenario planning is focused primarily on plausible changes in external

factors, providing a reasonable degree of confidence.

Viability

The principal risks and uncertainties that affect the Directors’ assessment of our viability in this period are:

•The effect of volatile natural gas prices on the business;

•Operational production performance of the producing assets; and

•Operating cost levels and our ability to control costs.

The Base Plan incorporates key assumptions that reflect these principal risks as follows:

•Projected operating cash flows are calculated using a production profile which is consistent with current operating results and decline rates;

•Assumes commodity prices are in line with the current forward curve which considers basis differentials;

•Operating cost levels stay consistent with historical trends which have been recently elevated due to the inflationary environment;

•The financial impact of our current hedging contracts in place, being approximately 86% and 82%, of total production volumes hedged for the

years ending December 31, 2025 and 2026, respectively; and

•The scenario also includes the scheduled principal and interest payments on our current debt arrangements.

To assess our viability, the Directors and Senior Leadership Team considered various scenarios around the Base Plan that primarily reflect a more

severe, but plausible, downside impact of the principal risks, both individually and in the aggregate, as well as the additional capital requirements that

downside scenarios could place on us. Conservatively, our viability statement considered the combined impact of all three listed scenarios in:


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Strategic Report

Scenario 1: Cyclically low gas prices for a year (Henry Hub prices of $2.00 per MMbtu before returning to strip pricing), which have been historically

observed in the market.

Scenario 2: Considered the impact of climate change by assuming a two-week period of lost production in our East Texas/Louisiana region, which is

susceptible to hurricanes, due to a natural disaster (assumed to occur once in each year of the assessment period).

Scenario 3: Considered the impact of climate change by assuming a two-week period of lost production in our Appalachia region (assumption of lost

production in 25% of the total region), which is susceptible to flooding, due to a natural disaster (assumed to occur once in each year of the assessment

period).

The Directors and Senior Leadership Team considered the impact that these principal risks could, in certain circumstances, have on our prospects within

the assessment period, and accordingly appraised the opportunities to actively mitigate the risk of these severe, but plausible, downside scenarios.

Based on their evaluation, the Directors and Senior Leadership Team have a reasonable expectation that we will be able to continue in operation and

meet our liabilities as they fall due during the assessment period.

Going Concern

In assessing our going concern status, we have taken account of our financial position, anticipated future trading performance, borrowings and other

available credit facilities, forecasted compliance with covenants on those borrowings, and capital expenditure commitments and plans. Our cash

generation and liquidity remain adequate and we believe we will be able to operate within existing facilities.

The Directors are satisfied that our forecasts and projections, that take into account reasonably possible changes in trading performance, show that we

have adequate resources to continue in operational existence for at least 12 months from the date of this Annual Report & Form 20-F and that it is

appropriate to adopt the going concern basis in preparing our consolidated financial statements for the year ended December 31, 2024.

The Strategic Report was approved by the Board of Directors and signed on its behalf by:

/s/ David E. Johnson

David E. Johnson

Chairman of the Board

March 17, 2025


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Corporate Governance

Corporate Governance


	Page
The Chairman’s Governance Statement	52
Governance Framework	52
Our Approach to Governance	55
Board of Directors	57
Senior Management	59
Directors’ Report	60
The Nomination & Governance Committee’s Report	65
The Audit & Risk Committee’s Report	67
The Remuneration Committee’s Report	72
The Sustainability & Safety Committee’s Report	93

The Chairman’s Governance Statement

Dear Shareholder,

As a Board, we have been driving our governance standards towards meeting best practice, and it has been my privilege to work with this Board which

is committed to maintaining high standards of corporate governance. As Chairman of the Group, my role is to provide leadership, ensuring that the

Board performs its role effectively and has the capacity, ability, structure, corporate governance systems and support to enable it to continue to do so.

This Governance section of this Annual Report & Form 20-F provides an update on our Board and Corporate Governance Policy. It includes our UK

Corporate Governance Code compliance statements and the reports of the Board committees, namely the Audit & Risk, Nomination & Governance,

Remuneration, and Sustainability & Safety Committees.

In these reports, we set out our governance structures and explain how we have applied the UK Corporate Governance Code and applicable NYSE and

SEC rules.

/s/ David E. Johnson

David E. Johnson

Chairman of the Board

March 17, 2025

Governance Framework

The Group’s success is directly linked to sound and effective governance and we remain committed to achieving high standards in all we do. The

Directors recognize the importance of strong corporate governance and have developed a corporate governance framework and policies appropriate to

the size of the Group.

As the Group grows, the Directors and Senior Leadership Team continue to review and adjust our approach, make ongoing improvements to the Group’s

corporate governance framework and policies and procedures as part of building a successful and sustainable company.

Good governance creates the opportunity for appropriate decisions to be made by the right people at the right time to support the delivery of our

strategy and manage any risks associated with delivery of that strategy.

Board Agenda and Activities During the Year

The Board is responsible for the direction and overall performance of the Group with an emphasis on policy and strategy, financial results and major

operational issues.

During the year, the matters reserved for the Board’s decision have been reviewed and re-affirmed. Specific matters for the Board’s consideration

include:

•Approval of the Group’s strategic plan;

•Review of the performance of the Group’s strategy, objectives, business plans and budgets;

•Review and assess the Group’s sustainability goals, including the Group’s GHG emission intensity reduction targets;

•Review and assess the Group’s health and safety metrics and goals;

•Approval of the Group’s operating and capital expenditure budgets and any material changes to them;

•Review of material changes to the Group’s corporate structure and management and control structure;

•Review of changes to governance and business policies;

•Monitoring efforts related to community and stakeholder engagement;

•Ensuring an effective system of internal control and risk management;

•Ensure that appropriate succession planning procedures are in-place;

•Approval of annual and interim reports and accounts, and preliminary announcements of year-end results; and

•Review of the effectiveness of the Board and its committees.

The Board delegates matters not reserved for the Board to the Senior Leadership Team.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Corporate Governance


Board of Directors
Defines business strategy, assesses risks and monitors performance
Remuneration Committee	Sustainability & Safety Committee	Nomination & Governance Committee	Audit & Risk Committee
Responsible for the Group’s remuneration policy, and for setting pay levels and bonuses for senior management in line with individual performance. Ensures safety and sustainability KPIs are included in remuneration packages.	Monitors the Group’s social, ethical, environmental and safety performance, and oversees all sustainable development issues on behalf of the Board.	Ensures a balance of skills, knowledge, independence and experience on the Board and its committees. Monitors the Group’s governance structure.	Supports the Board in monitoring the integrity of the Group’s financial statements and reviews the effectiveness of the Group’s system of internal controls and risk management systems.


CEO
Takes ultimate responsibility for delivering on strategy, financial and operating performance.
	President & Chief Financial Officer	Executive Vice President of Operations	Chief Legal & Risk Officer	Executive Vice President & Investment Officer	Executive Vice President of Energy Marketing	Chief Human Resources Officer
Description of Role	Manages the finance and accounting activities of the Group and ensures that its financial reports are accurate and completed in a timely manner. Oversees the Group’s information technology function to ensure safety and soundness of internal controls and systems.	Coordinates operating activities and sustainability initiatives to ensure transparency and long-term value for DEC’s stakeholders.	Responsible for legal and compliance, government, policy engagement, community engagement and land and mineral owner engagement.	Responsible for identifying and valuing acquisition targets.	Responsible for developing and implementing a commodity marketing strategy to maximize commodity revenues.	Responsible for HR function and employee relations, policies, practices and operations.
Responsibility	Treasury, Accounting & Financial Reporting, Investor Relations, Information Technology & Sustainability Reporting	Operations, EHS & Regulatory	Legal & Compliance, Land, Policy Engagement & Community Relations	Acquisitions	Marketing	Human Resource
Risk Management Guidelines	Employee Handbook, Code of Business Conduct & Ethics, Tax Policy & Anti-Bribery & Corruption Policy	Employee Handbook, Code of Business Conduct & Ethics, EHS Policy, Climate Policy, Socio-Economic Policy & Field Operating Guidelines	Employee Handbook, Code of Business Conduct & Ethics, Anti-Bribery & Corruption Policy, Whistleblowing Policy & Securities Dealing Policy	Employee Handbook, Code of Business Conduct & Ethics & Anti- Bribery & Corruption Policies	Employee Handbook, Code of Business Conduct & Ethics & Anti- Bribery & Corruption Policies	Employee Handbook and Code of Business Conduct & Ethics, Employee Relations, Human Rights, Anti- Bribery & Corruption Policies & Whistleblowing Policy
Stakeholder Engagement Responsibility	Employees, Rating Agencies, Financial Institutions & Debt & Equity Investors	Communities, Employees & Business Partners	Employees, Industry Associations, Communities, Land & Mineral Owners & Government & Regulators	Customers	Customers	Employees & Communities

Board Effectiveness, Composition and Independence

As of December 31, 2024, the Board was comprised of seven Directors being the Group’s CEO, the Non-Executive Chairman (who was independent

upon appointment) and five other Non-Executive Directors, all of whom were deemed Independent Non-Executive Directors under the UK Corporate

Governance Code, except one. As Mr. Thomas has served on the Board for ten years as of January 1, 2025, the Board no longer considers him

independent. In January 2025, Ms. Kerrigan retired from the Board due to other commitments.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Corporate Governance

As a foreign private issuer, under the listing requirements and rules of the NYSE, we are not required to have independent directors on our Board,

except that our audit committee is required to consist fully of independent directors, subject to certain phase-in schedules. Our Board has determined

that five of our six Directors do not have a relationship that would interfere with the exercise of independent judgment in carrying out the

responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of the NYSE.

The skills and experience of the Non-Executive Directors are wide and varied and contribute to productive and challenging discussions in the boardroom

ensuring the Board has appropriate independent oversight. For more details on the skills, knowledge and experience of our Board refer to the Directors’

biographies in Board of Directors within this Annual Report & Form 20-F.

With a Non-Executive Chairman, and, as of January 1, 2025, four other Independent Non-Executive Directors, over half of the Board is independent and

the Audit & Risk and Remuneration Committees were completely independent. Female representation at the Board level increased from 29% in

late-2019 to 43% as of December 31, 2024 (three out of seven Board members being female).

Recognizing the importance of workforce engagement, Sandra M. Stash serves as the Director responsible for workforce engagement as required under

the UK Corporate Governance Code. The Non-Executive Director Employee Representative directly engages with employees and provides a forum for

feedback to management. These discussions cover a variety of topics including the Group’s culture, policies and actions. Ms. Stash has served as the

Non-Executive Director Employee Representative since 2019. Further information on her role and the work undertaken can be found in the Directors’

Report within this Annual Report & Form 20-F.

The Board provides effective leadership and overall management of the Group’s affairs. It approves the Group’s strategy and investment plans and

regularly reviews operational and financial performance and risk management matters. A schedule of matters reserved for the Board is included in the

previous section.

The Board and its committees hold regularly scheduled meetings each year. Additional meetings are held when necessary to consider matters of

importance that cannot be held over until the next scheduled meeting.

All Directors have access to the advice and services of the Group’s solicitors and the Group’s Corporate Secretary, who is responsible for ensuring that all

Board procedures are followed. Any Director may take independent professional advice at the Group’s expense in the furtherance of their duties.

In accordance with the UK Corporate Governance Code, the Directors must stand for re-election annually. The Group’s Articles of Association also

require any new Director appointed by the Board during the year to retire at the next Annual General Meeting (“AGM”) and offer themselves for re-

election.

The Board delegates certain responsibilities to the Board committees, listed below, which have clearly defined terms of reference.

These terms of reference are reviewed annually to ensure they remain fit for purpose and can be viewed on the Group’s website.

Board Committees

The Directors have established four Board committees: an Audit & Risk Committee, Remuneration Committee, Nomination & Governance Committee,

and Sustainability & Safety Committee. The members of these committees were constituted in accordance with the requirements of the UK Corporate

Governance Code, as applicable. The terms of reference of the committees have been prepared in line with prevailing best practice, including the

provisions of the Code. A summary of the delegated duties and responsibilities, terms of reference of the committees and their activities for the year are

presented in their committee reports set out below.

Board Composition

The Board’s composition prioritizes a broad range of perspectives, emphasizing professional experience, industry knowledge, and cognitive diversity. In

recent years, the Board has strategically recruited members to enhance these attributes and is now focusing on a period of stability before considering

further additions. Although the Board does not currently have any ethnically diverse members, it acknowledges the UK Listing Rules’ diversity targets,

which the Group intends to continue to closely examine and evaluate in 2025.

In 2024, the Board complied with the UK Listing Rules’ targets of (i) more than 40% female representation on the Board, with 43% of the Board being

female and (ii) a female holding a senior Board position, with Ms. Kerrigan serving as the Senior Independent Director for the entirety through January

24, 2025 and Ms. Stash appointed to that role upon Ms. Kerrigan’s retirement from the Board.

Board and Executive Management Composition

As required to be presented in accordance with UK Listing Rule 6.6.6R(10) as of December 31, 2024:


Gender Identity or Sex(a)	Number of Board Members	Percentage of the Board	Number of Senior Positions on the Board (CEO, CFO, SID & Chair)(a)	Number in Executive Management	Percentage of Executive Management
Male	4	57%	3	6	67%
Female	3	43%	1	3	33%
Other categories	—	—%	—	—	—%
Not specified/prefer not to say	—	—%	—	—	—%


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Corporate Governance


Ethnic Background	Number of Board Members	Percentage of the Board	Number of Senior Positions on the Board (CEO, CFO, SID & Chair)(a)	Number in Executive Management	Percentage of Executive Management
White British or other White (including minority-white groups)	7	100%	4	9	100%
Mixed/Multiple Ethnic Groups	—	—%	—	—	—%
Asian/Asian British	—	—%	—	—	—%
Black/African/Caribbean/Black British	—	—%	—	—	—%
Other ethnic group, including Arab	—	—%	—	—	—%
Not specific/prefer not to say	—	—%	—	—	—%

(a)The data reported on the basis of gender identity.

The Board’s Directors are from the U.S. as well as the UK, bringing a range of domestic and international experience to the Board. The Board’s diverse

range of experience and expertise covers not only a wealth of experience of operating in the natural gas and oil industry but also extensive technical,

operational, financial, legal and environmental expertise.

UK Corporate Governance Code Compliance Statement

The Directors support high standards of corporate governance, and it is the policy of the Group to comply with current best practice in UK corporate

governance.

The UK Corporate Governance Code published in July 2018 by the Financial Reporting Council (“FRC”), as amended from time to time, (the “Corporate

Governance Code”) recommends that: (i) the Chair of the Board of Directors should meet the independence criteria set out in the Corporate Governance

Code on appointment; and (ii) the Board should appoint one of the Independent Non-Executive Directors to be the Senior Independent Director. The

Chair of the Board is David E. Johnson, who was independent as of his appointment and whom the Group continues to consider independent, and the

Senior Independent Director for the year ended December 31, 2024 was Sylvia Kerrigan. The Board also considers Sandra M. Stash, David J. Turner, Jr.,

Sylvia Kerrigan and Kathryn Z. Klaber to meet the independence criteria set out in the Corporate Governance Code. Following the resignation of Sylvia

Kerrigan from the Board on January 24, 2025, Sandra Stash has been appointed as the Senior Independent Director. Since January 1, 2025, the

Company has been subject to the UK Corporate Governance Code 2024 (the ”2024 Code”) and will report on its compliance with the principles and

provisions of the 2024 Code in its 2025 Annual Report.

Currently, the Board is of the opinion that as of the date of this report it fully complies with the requirements of the Corporate Governance Code.

Additionally, the Directors acknowledge the requirement to implement a diversity policy that will be applicable to the Group’s administrative,

management and supervisory bodies and the Remuneration, Audit & Risk and Nomination & Governance committees. For more details, refer to Board

Composition and Workforce Composition within this Annual Report & Form 20-F.

Our Approach to Governance

As of the date of this Annual Report & Form 20-F, our Board is made up of six Directors: one Executive Director, chairman and four Non-Executive

Directors (all of whom are independent, except one).

Alongside the continued focus on our business strategy, we achieved significant milestones in 2024 in strengthening core areas of the business. One

such area of focus was corporate governance, where we engaged external consultants to advise on Board best practices, including independence,

composition and expertise.

Key Governance Improvements During 2024

The Board recognizes the benefits of good governance and is seeking to apply this in a meaningful way. DEC is a rapidly evolving company that is in an

expansion and transition phase. Accordingly, the Board is acutely aware of the need to rapidly and effectively integrate new businesses into the

reporting and governance framework of the Group, as determined by the Board. It is recognized that the Board has a key role in balancing the

fundamental elements of good governance, namely to deliver business growth and build trust while maintaining a dynamic management framework.

The Board appreciates the importance of good and effective communication and remains in close contact with its shareholders and other stakeholders.

The Board is actively engaged in the process of solidifying its governance framework for its rapidly expanding business. The Board concluded that

overall compliance with governance best practice has improved during the year under review, with the following having been achieved:

•The Board re-affirmed several key governance policies including the following: Securities Dealing Policy, Whistleblowing Policy, Anti-Bribery &

Corruption Policy, Socio-Economic Policy, Modern Slavery Policy, EHS Policy, Climate Policy, Employee Relations Policy, Human Rights Policy,

Business Partners Policy, Biodiversity Policy, Code of Business Conduct & Ethics, and Tax Policy.

•The Board achieved further progression of the Group’s overall corporate governance framework and practices, taking into account evolving market

best practices and the Group’s NYSE-listing, including, among other things, a continued review and update of the Group’s committee charters and

governance policies.

•The Audit & Risk Committee is fully independent and continues to adopt best practice.

•The Remuneration Committee is also independent with three Non-Executive Directors and the Non-Executive Chairman, and, together with a third-

party consultant, conducted a thorough review of the remuneration policy and practices and undertook a consultation exercise with the Group’s

largest shareholders.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Corporate Governance

•Each committee completed a thorough charter evaluation to identify gaps in coverage, relevance and applicability as well as potential areas of

improvement.

•Together with the executive management team, the Chairman and the Nomination & Governance Committee continued to formulate succession

planning procedures and plans around key-roles in management.

•The Board encouraged employee outreach and training regarding the Group’s Whistleblowing Policy and was satisfied by measures taken, including

the placement of awareness posters with hotline details in all major offices.

•Sylvia Kerrigan continued to serve as Senior Independent Director (for the entirety of 2024 and resigned as a director on January 24, 2025).

Corporate Governance Practices and Foreign Private Issuer Status

Companies listed on the NYSE must comply with the corporate governance standards provided under Section 303A of the NYSE Listed Company Manual.

As a “foreign private issuer,” as defined by the SEC, we are permitted to follow home country corporate governance practices, instead of certain

corporate governance practices required by the NYSE for U.S. domestic issuers, except that we are required to comply with Sections 303A.06, 303A.11

and 303A.12(b) and (c) of the Listed Company Manual. Under Section 303A.06, we must have an audit committee that meets the independence

requirements of Rule 10A-3 under the Exchange Act. Under Section 303A.06, we must disclose any significant ways in which our corporate governance

practices differ from those followed by domestic companies under NYSE listing standards. Finally, under Section 303A.12(b) and (c), we must promptly

notify the NYSE in writing after becoming aware of any non-compliance with any applicable provisions of this Section 303A and must annually make a

written affirmation to the NYSE. Further, an LSE listed company must disclose in its annual financial report a statement of how the listed company has

applied the principles set out in the UK Corporate Governance Code, in a manner that would enable shareholders to evaluate how the principles have

been applied, and a statement as to whether the listed company has (a) complied throughout the accounting period with all relevant provisions set out

in the UK Corporate Governance Code; or (b) not complied throughout the accounting period with all relevant provisions set out in the UK Corporate

Governance Code and if so, setting out: (i) those provisions, if any it has not complied with; (ii) in the case of provisions whose requirements are of a

continuing nature, the period within which, if any, it did not comply with some or all of those provisions; and (iii) the company’s reasons for

non-compliance.

For the purposes of NYSE rules, so long as the Group qualifies as a foreign private issuer, we are eligible to take advantage of certain exemptions from

NYSE corporate governance requirements provided in the NYSE rules. We are required to disclose the significant ways in which our corporate

governance practices differ from those that apply to U.S. companies under NYSE listing standards.

Section 312.03 of the NYSE Rules requires that a listed company obtain, in specified circumstances, (1) shareholder approval to adopt or materially

revise equity compensation plans, as well as (2) shareholder approval prior to an issuance (a) of more than 1% of its ordinary shares (including

derivative securities thereof) in either number or voting power to related parties, (b) of more than 20% of its outstanding ordinary shares (including

derivative securities thereof) in either number or voting power or (c) that would result in a change of control. The Group intends to follow home country

law in determining whether shareholder approval is required. Section 302 of the NYSE Rules also requires that a listed company hold an annual

shareholders’ meeting for holders of securities during each fiscal year. We will follow home country law in determining whether and when such

shareholders’ meetings are required.

The Group may in the future decide to use other foreign private issuer exemptions with respect to some or all of the other requirements under the NYSE

Rules. Following our home country governance practices may provide less protection than is accorded to investors under the NYSE listing requirements

applicable to domestic issuers. We intend to take all actions necessary for us to maintain compliance as a foreign private issuer under the applicable

corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules adopted by the SEC and NYSE listing standards. Because we are a

foreign private issuer, our directors and senior management are not subject to short swing profit and insider trading reporting obligations under Section

16 of the Exchange Act. They will, however, be subject to the obligations to report changes in share ownership under Section 13 of the Exchange Act

and related SEC rules.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Corporate Governance

Board of Directors

The Group has a commitment to strong governance, reporting and operating standards. During 2024, the Board comprised of seven Directors: including

a Non-Executive Chair (who was independent upon appointment and whom the Group continues to consider independent), a Non-Executive Vice-Chair,

an Executive Director, the Senior Independent Director, three additional independent Non-Executive Directors.


	David E. Johnson	Rusty Hutson, Jr.	Martin K. Thomas
	Non-Executive Chairman, independent upon appointment	Co-Founder and Chief Executive Officer	Non-Executive Vice Chair, independent through December 31, 2023
Age	64	55	60
Appointed	February 3, 2017 and as Chair of the Board on April 30, 2019	July 31, 2014	January 1, 2015
Committee Membership	Remuneration Committee, Sustainability & Safety Committee	None	Nomination & Governance Committee
Experience	Mr. Johnson has served on our Board of Directors since February 2017 and as the Independent Chairman since April 2019. He has worked at a number of leading investment firms, as both an investment analyst and a manager, and more recently in equity sales and investment management. Mr. Johnson currently serves on the board of Chelverton Equity Partners, an AIM-listed holding company, where he serves as a member of the Remuneration, Audit and Nomination committees. Previously, Mr. Johnson was a consultant at Chelverton Asset Management from August 2016 to February 2019. Prior to that, he worked as a fund manager for the investment department a large insurance company and then as Head of Sales and Head of Equities at a London investment bank. Mr. Johnson earned a Bachelor of Arts in Economics from the University of Reading.	Mr. Hutson is our co-founder and has served as our Chief Executive Officer since the founding of our predecessor entity in 2001. Mr. Hutson also serves on our Board of Directors. Mr. Hutson is the fourth generation in his family to immerse himself in the natural gas and oil industry, with family roots dating back to the early 1900s. Mr. Hutson spent many summers of his youth working with his father and grandfather in the oilfields of West Virginia. He graduated from Fairmont State College (WV) with a degree in accounting. After college, Mr. Hutson spent 13 years steadily progressing into multiple leadership roles at well-known banking institutions such as Bank One and Compass Bank. His final years in the banking industry were spent as CFO of Compass Financial Services. Building upon his experiences in the natural gas and oil industry, as well as the financial sector, Mr. Hutson established Diversified Energy Company in 2001. After years of refining his strategy, Mr. Hutson and his team took Diversified public in 2017. He continues to lead his team and expand the Group’s footprint. With a rapidly growing portfolio, Mr. Hutson remains focused on operational excellence and creating shareholder value.	Mr. Thomas has served on our Board of Directors since January 2015. Since January 2022, Mr. Thomas has served as a consultant at the law firm Wedlake Bell LLP, from where he was previously a Partner from January 2018 to December 2021. During his more than 30-year legal career, Mr. Thomas has also served as Partner of Watson Farley & Williams LLP from February 2015 to April 2017 and as consultant of the same firm from May 2017 to May 2018. Mr. Thomas earned a Bachelor of Laws from the University of Reading and completed his Law Society Final Examinations at The College of Law in the UK.
Key Strengths	Investment sector knowledge; finance; providing strong leadership to the Board in connection with the Board’s role of overseeing strategy and developing stakeholder relations.	Deep understanding and leadership in the natural gas and oil sector; strong track record in developing and delivering results in line with strategy; finance; risk management.	Corporate law; advising on mergers and acquisitions; public offerings.
Current External Roles	Chelverton Equity Partners (Director), an AIM-listed holding company	Board of Governors of West Virginia University	Wedlake Bell LLP (Consultant) and Jasper Consultants Limited (Director)


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Corporate Governance


Board of Directors (continued)

	Sandra M. Stash	David J. Turner, Jr.	Kathryn Z. Klaber
	Independent Non-Executive Director & Non-Executive Director Employee Representative	Independent Non-Executive Director	Independent Non-Executive Director
Age	65	61	58
Appointed	October 21, 2019	May 27, 2019	January 1, 2023
Committee Membership	Sustainability & Safety Committee (Chair), Remuneration Committee, Audit & Risk Committee	Audit & Risk Committee (Chair), Remuneration Committee (appointed Chair on January 24, 2025), Nomination & Governance Committee	Nomination & Governance Committee (Chair), Audit & Risk Committee, Sustainability & Safety Committee
Experience	Ms. Stash has served on our Board of Directors since October 2019. Ms. Stash joined Tullow Oil in October 2013 serving as Executive Vice President of Safety, Operations and Engineering, and External Affairs where she served until March 2020. Ms. Stash is a Certified Director of the US National Association of Corporate Directors and a Fellow of the Canadian Academy of Engineering and currently serves on the boards of Medallion Midstream LLC, Trans Mountain Company, Warriors and Quiet Waters as Chair, the Colorado School of Mines Board of Governors, First Montana Bank, and the African Gifted Foundation. Ms. Stash earned a Bachelor of Science in Petroleum Engineering from the Colorado School of Mines and is a Registered Professional Engineer	Mr. Turner has served on our Board of Directors since May 2019. Mr. Turner has served as Chief Financial Officer of Regions Financial Corporation (NYSE: RF) since 2010 where he leads all finance operations, including mergers and acquisitions, financial systems, investor relations, corporate treasury, corporate tax, management planning and reporting and accounting. Prior to his appointment as Chief Financial Officer, Mr. Turner oversaw the Internal Audit Division for AmSouth Bank (which merged with Regions Financial Corporation in 2006) from April 2005 to March 2010. Before beginning his banking career, Mr. Turner was a certified public accountant and an Audit Partner with Arthur Andersen and KPMG specializing in financial services clients. He earned a Bachelor of Science in Accounting from the University of Alabama.	Ms. Klaber has served on our Board of Directors since January 2023. Since 2014, Ms. Klaber has served as the Managing Director of The Klaber Group, which provides strategic consulting services to businesses and organizations with a focus on energy development in the United States and abroad. Prior to founding The Klaber Group, Ms. Klaber launched the Marcellus Shale Coalition, serving as its first CEO from 2009 to 2013. Previously in her career, Ms. Klaber also served as the Executive Vice President for Competitiveness at the Allegheny Conference on Community Development, Executive Director of the Pennsylvania Economy League, and consultant at Environmental Resources Management, where she gained significant experience in EHS strategy and compliance. Ms. Klaber received her B.A. in Environmental Science from Bucknell University and her MBA from Carnegie Mellon University.
Key Strengths	Risk management & sustainability; operations & engineering; employee engagement.	Financial expert with recent and relevant experience; capital markets; financial operations; audit experience; risk management.	Regulatory compliance, energy specific sustainability programs; EHS processes industry knowledge, risk management; governance.
Current External Roles	Colorado School of Mines (Board of Governors member), Trans Mountain Company, Warriors and Quiet Waters, a Canadian Crown Corporation (Chair and Director), First Montana Bank (Director), and Medallion Midstream, LLC (Director)	Regions Financial Corporation (CFO), Junior Achievement of Alabama, Inc. (Board and Executive Committee), Leadership Alabama (Director), a nonprofit organization, and Five Star Preserve (Director), a nonprofit organization	RLG International (Director), Junior Achievement of Western Pennsylvania (Director and immediate past-Chair), and Beaver County Chamber of Commerce (Beaver County, Pennsylvania) (Chair)


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Corporate Governance


Board of Directors (continued)		Senior Management

	Sylvia Kerrigan	Bradley G. Gray	Ben Sullivan
	Senior Independent Non-Executive Director (ceased to be a director on January 24, 2025)	President and Chief Financial Officer	Senior Executive Vice President, Chief Legal & Risk Officer, and Corporate Secretary
Age	59	56	46
Appointed	October 11, 2021
Committee Membership	Remuneration Committee (Chair for entirety of 2024 through January 24, 2025), Nomination & Governance Committee
Experience	Ms. Kerrigan has served on our Board of Directors since October 2021. Currently, she is the Chief Legal Officer at Occidental Petroleum Corporation (NYSE: OXY). Prior to joining Occidental, Ms. Kerrigan served as the Executive Director of the Kay Bailey Hutchinson Center for Energy, Law and Business at the University of Texas, where she remains a member of the Executive Council. In Ms. Kerrigan’s more than 20 years with Marathon Oil Corporation, she served in a number of roles overseeing public policy, legal and compliance, corporate positioning and external communications before retiring in 2017 after eight years as the Executive Vice President, General Counsel and Corporate Secretary. Ms. Kerrigan has also served as a director for Hornbeck Offshore Services, Inc. since August 2022 and Board of Trustees for Southwestern University since March 2014. Ms. Kerrigan holds a Directorship Certification through the National Association of Corporate Directors. Ms. Kerrigan earned a Bachelor of Arts from Southwestern University and a Doctor of Jurisprudence from the University of Texas at Austin School of Law.	Mr. Gray has served as our President and Chief Financial Officer since September 2023. Mr. Gray has also served as the Group’s Executive Vice President, Chief Operating Officer since October 2016 to September 2023. Mr. Gray has also served on the Board of Directors until September 2023. Prior to joining the Group, Mr. Gray served as the Senior Vice President and Chief Financial Officer for Royal Cup, Inc. from August 2014 to October 2016. Prior to that, from 2006 to 2014, Mr. Gray served in various roles at The McPherson Companies, Inc., most recently as Executive Vice President and Chief Financial Officer from September 2006 to December 2013. Mr. Gray previously worked in various financial and operational roles at Saks Incorporated from 1997 to 2006. Mr. Gray has a B.S. degree in Accounting from the University of Alabama and was formerly a licensed CPA (Alabama).	Mr. Sullivan has served as our Senior Executive Vice President, Chief Legal & Risk Officer, and Corporate Secretary since September 2023, and prior to that served as Executive Vice President, General Counsel and Corporate Secretary since 2019. Prior to joining us, Mr. Sullivan worked with Greylock Energy, LLC (an ArcLight Capital Partners portfolio company) and its predecessor, Energy Corporation of America, from 2012 to 2017, most recently as Executive Vice President, General Counsel and Corporate Secretary from 2017 to 2019. Prior to that, Mr. Sullivan served as counsel for EQT Corporation from 2006 to 2012. He is a member of the leadership and board of directors of several commerce, legal and industry groups, and has considerable experience in corporate governance and reporting, corporate responsibility and sustainability matters, complex commercial transactions, land/real estate, acquisitions & divestitures, financing, government investigations and corporate workouts and restructurings. Mr. Sullivan received a B.A. from the University of Kentucky and a J.D. degree from the West Virginia University College of Law. He holds licenses to practice law in several states, including Pennsylvania and West Virginia.
Key Strengths	Corporate law; governance; merger and acquisition; regulatory; risk management; cybersecurity and information privacy matters; corporate responsibility and sustainability.	Corporate structure; operational processes and management; finance; strategic support to the CEO; mergers and acquisitions; acquisition integration; information technology; personnel leadership.	Legal expert, mergers and acquisitions, land/real estate, regulatory compliance and governance, risk management and strategic support to the CEO.
Current External Roles	Occidental Petroleum (Chief Legal Officer), Kay Bailey Hutchinson Center for Energy, Law and Business at the University of Texas (Director), and Hornbeck Offshore Services, Inc. (Director)	None	None


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Corporate Governance

Directors’ Report

The Directors present their report on the Group, together with the audited Group Financial Statements, for the year ended December 31, 2024.

Board of Directors

The Directors of the Group who were in office during the year and up to the date of signing the financial statements were:

•David E. Johnson - Non-Executive Chair (independent upon appointment)

•Rusty Hutson, Jr. - Chief Executive Officer and Executive Director

•Martin K. Thomas - Non-Executive Vice Chair

•David J. Turner, Jr. - Independent Non-Executive Director

•Sandra M. Stash - Independent Non-Executive Director

•Sylvia Kerrigan - Senior Independent Non-Executive Director (for the entirety of 2024 through January 24, 2025)

•Kathryn Z. Klaber - Independent Non-Executive Director

Incorporation and Listing

The Company was incorporated on July 31, 2014, and completed the transfer to the Official List of the Financial Conduct Authority (“FCA”) and

admission to the Main Market of the LSE from AIM in May 2020. The Company commenced trading on the New York Stock Exchange (“NYSE”) on

December 18, 2023. Following the changes to the UK Listing Rules on 29 July 2024, the Premium Listing Segment was replaced by the Equity Shares

(Commercial Companies) category and the Company continues to remain listed on the new equity shares (commercial companies) category of the

Official List of the Financial Conduct Authority.

Review of Business, Outlook & Dividends

The Group is a natural gas, NGLs and oil producer and midstream operator and is focused on acquiring and operating mature producing wells with long

lives and low-decline profiles. The Group’s assets have historically been located within the Appalachian Region, but the Group has acquired assets

expanding its footprint into the Central Region, consisting of the states of Louisiana, Texas and Oklahoma. The Group is headquartered in Birmingham,

Alabama, U.S., and has field offices located throughout the states in which it operates.

Details of the Group’s progress during the year and its future prospects are provided in the Strategic Report within this Annual Report & Form 20-F.

Results

The Group’s reported statutory loss for 2024 was $87 million, or $1.84 per share, and when adjusted for certain non-cash items, it reported adjusted

EBITDA of $472 million. The Group’s adjusted EBITDA for 2023 was $547 million. For more information on adjusted EBITDA refer to APMs within this

Annual Report & Form 20-F.

Dividend Approach

The Board’s target has been to return free cash flow to shareholders by way of dividend, on a quarterly basis, in line with the strength and consistency

of the Group’s cash flows.

For the three months ended March 31, 2024, the Group paid a dividend of $0.290 per share on September 27, 2024. For the three months ended

June 30, 2024, the Group paid a dividend of $0.290 per share on December 27, 2024. For the three months ended September 30, 2024, the Group

expects to pay a dividend of $0.290 per share on March 31, 2025. For the three months ended December 31, 2024, the Group expects to pay a dividend

of $0.29 per share.

The Directors may further revise the Group’s approach to dividends from time to time in line with the Group’s actual results and financial position. The

Board’s approach to its dividend reflects the Group’s current and expected future cash flow generation potential.

Disclosure of Information under UKLR 6.6.1R

The information that fulfills the reporting requirements under this rule can be found in the locations identified below.


Section	Topic	Location
(1)	Interest capitalized	Not applicable
(2)	Publication of unaudited financial information	Not applicable
(4)	Details of long-term incentive schemes	The Remuneration Committee's Report
(5)	Waiver of emoluments by a Director	Not applicable
(6)	Waiver of future emoluments by a Director	Not applicable
(7)	Non pre-emptive issues of equity for cash	Share Capital
(8)	As item (7), in relation to major subsidiary undertakings	Not applicable
(9)	Parent participation in a placing by a listed subsidiary	Not applicable
(10)	Contracts of significance	Material Contracts
(11)	Provision of services by a controlling shareholder	Not applicable
(12)	Shareholder waivers of dividends	Not applicable
(13)	Shareholder waivers of future dividends	Not applicable
(14)	Agreements with controlling shareholders	Not applicable


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Corporate Governance

Directors’ Interest in Shares

The Directors’ beneficial interests in the Group’s share capital, including family interests, on December 31, 2024 are shown below. These interests are

based on the issued share capital at that time. As of February 28, 2025, there have been no changes to the Directors’ interests. The Non-Executive

Directors will purchase shares after the release of this Annual Report & Form 20-F pursuant to the Non-Executive Director Share Purchase Program

implemented in 2022.


Director	Appointed	Shares of £0.20	% of Issued Share Capital
Rusty Hutson, Jr.	July 31, 2014	1,234,134	2.41%
Martin K. Thomas	January 1, 2015	113,850	0.22%
David E. Johnson	February 3, 2017	23,750	0.05%
David J. Turner, Jr.	May 27, 2019	33,087	0.06%
Sandra M. Stash	October 21, 2019	4,092	0.01%
Kathryn Klaber	January 1, 2023	2,912	0.01%
Sylvia Kerrigan	October 11, 2021	3,181	0.01%
		1,415,006	2.77%

Future Developments

The Directors continue to review and evaluate strategic acquisition opportunities recommended by the Senior Leadership Team, which align with the

strategy and requirements of the Group. Additional details are disclosed in Strategy within this Annual Report & Form 20-F.

Share Capital

As of December 31, 2024, the Group’s issued share capital consisted of 51,295,942 shares with a par value of £0.20 each, with ~45% of record holders

in the U.S. and ~55% of record holders in the UK. The Group has only one class of share and each share carries the right to one vote at the Group’s

AGM. No person has any special rights of control over the Group’s share capital and all issued shares are fully paid. There are no specific restrictions on

the size of a holding nor on the transfer of shares, which are both governed by the general provisions of the Group’s Articles of Association and

prevailing legislation. The Directors are not aware of any agreements between holders of the Group’s shares that may result in restrictions on the

transfer of securities or on voting rights.

The Group was authorized by shareholders at the 2024 AGM held on May 10, 2024 to purchase in the market up to 10% of its issued shares (excluding

any treasury shares), subject to certain conditions laid out in the authorizing resolution. The standard authority is renewable annually; the Directors will

seek to renew this authority at the upcoming AGM. Details of shares issued and repurchased by the Group during the period are set out in Note 16 in

the Notes to the Group Financial Statements.

In the second half of 2024, the Company issued 4,592,095 new ordinary shares at an average $12.13 per share (£9.41) for aggregate gross proceeds of

$56 million to fund a portion of the East Texas II and Crescent Pass transactions, discussed in Note 5. The new shares issued represented 9% of the

Company’s existing share capital as of December 31, 2024.

Employee Benefit Trust

An Employee Benefit Trust (“EBT”) was established in 2022 to purchase shares already in the market and is operated through a third-party trustee. The

objective of the EBT is to benefit the Group’s employees and in particular, to provide a mechanism to satisfy rights to shares arising on the exercise or

vesting of awards under the Group’s share-based incentive plans and reduce dilution for shareholders. As of February 28, 2025, the EBT holds 646,098

shares and has distributed 561,566 shares under the Group’s share-based incentive plans.

Financial Instruments

Details of the Group’s principal risks and uncertainties relating to financial instruments are detailed below and in Note 25 in the Notes to the Group

Financial Statements.

Risk Management

Risk management is integral to all of the Group’s activities. Each member of executive management is responsible for continuously monitoring and

managing risk within the relevant business areas. Every material decision is preceded by an evaluation of applicable business risks. Reports on the

Group’s risk exposure and reviews of its risk management are regularly undertaken and presented to the Board. Additional details regarding the Group’s

risk management can be found in Principal Risks and Uncertainties in the Strategic Report within this Annual Report & Form 20-F.

Securities Dealing Code

The Group adopted a Securities Dealing Code for share dealings reasonably designed for a company listed on the equity shares (commercial companies)

category of the Official List of the FCA and admitted to the Main Market of the LSE and NYSE-listed company to promote compliance with insider trading

laws, rules, regulations and applicable listing standards. The code applies to the Directors, members of the Senior Leadership Team and other relevant

employees of the Group and is monitored by the Group’s compliance-focused employees.

Other Corporate Governance Policies

The Board reviewed, updated, and reaffirmed several key governance policies in 2024, including the following:

•Whistleblowing Policy - aims to provide guidance as to how individuals may raise their concerns and to ensure that they may do so confidently

and confidentially.

•Anti-Bribery & Corruption Policy - acknowledges the Group’s commitment to right and ethical practices and addresses bribery and corruption

risk as a part of the Group’s overall risk management strategy.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Corporate Governance

•Socio-Economic Policy - affirms the Group’s commitment to being recognized as a leader in the field of corporate responsibility and recognizes

the added value for our shareholders.

•Modern Slavery Policy - recognizes that modern slavery is a significant global human rights issue and has many forms including human

trafficking, forced labor, child labor, domestic servitude, people trafficking and workplace abuse. The Group is committed to respecting

internationally recognized human rights, including ensuring that we are in no way involved or associated with the issue of forced or involuntary

labor and that modern slavery and human trafficking are not taking place in any part of our business.

•EHS Policy - guides activities to protect employees, contractors, the public and the environment.

•Climate Policy - recognizes that climate change is a complex global issue that may have an impact of the Group’s operations, processes,

equipment and capabilities.

•Employee Relations Policy - acknowledges the value of the Group’s employees and highlights the Group’s commitments to promote employee

safety, health and well-being.

•Human Rights Policy - recognizes the Group’s commitment and responsibility to ensure that human rights are upheld in every of its business

operations and to promote human rights where it can make a positive contribution.

•Business Partners Policy - provides the standards the Group expects from its consultants, outsourced providers, subcontractors, vendors and

suppliers to adhere to in their business activities with the Group.

•Biodiversity Policy - outlines the Group’s commitment to promote a net positive impact on the environment and its natural biodiversity.

•Code of Business Conduct & Ethics - provides the standards the Group expects from its Directors, officers and employees, including honest and

ethical conduct, compliance with applicable laws and prompt internal reporting and accountability for adherence to the code.

•Tax Policy - outlines the Group’s tax objections and the foundation of the Group’s tax approach.

These corporate governance policies can be viewed on the Group’s website at www.div.energy/about-us/corporate-governance.

Subsequent Events

Refer to Note 28 in the Notes to the Group Financial Statements.

Director Attendance at Board and Committee Meetings

Directors are expected to attend and participate in all Board meetings and meetings of committees on which they serve and are expected to be available

for consultation with management as requested from time to time. Regular Board and committee meetings are held at such times as the Board and

committees, respectively, may determine. Special meetings may be called upon appropriate notice at any time.

The following table shows the number of Board and committee meetings required to be held and actually held in 2024:


Type of Meeting	Number of Meetings Required to be Held	Number of Meetings Held
Board of Directors	—	10
Audit & Risk Committee	3	5
Nomination & Governance Committee	2	3
Remuneration Committee	2	3
Sustainability & Safety Committee	2	6

Members of the Board attended Board and committee meetings (to the extent they were members of such committee in 2024) as summarized in the

following table.


Director	Committee Seats (during 2024)	Board	Audit & Risk Committee	Nomination & Governance Committee	Sustainability & Safety Committee	Remuneration Committee
Rusty Hutson, Jr.	None	10	—	—	—	—
David E. Johnson	R,S	10	—	—	6	3
Martin K. Thomas	N	10	—	3	—	—
Kathryn Z. Klaber	N,A,S	10	5	3	6	—
Sandra M. Stash	S,A,R	10	5	—	6	3
David J. Turner, Jr.	A,R	10	5	—	—	3
Sylvia Kerrigan	R,N	10	—	3	—	3

Directors’ Indemnities

As permitted by the Group’s Articles of Association, the Directors have the benefit of an indemnity, which is a qualifying third-party indemnity provision

as defined by Section 234 of the Companies Act 2006. The indemnity was in force during the financial year and remains in force at the date of this

report. The Group also purchased and maintained throughout the financial period Directors’ and officers’ liability insurance in respect of itself and its

Directors. This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006.


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Table of Contents	Diversified Energy Company PLC 2024 Annual Report & Form 20-F	Corporate Governance

Conflict of Interest

There are no potential conflicts of interest between any duties owed by the Directors or members of the Senior Leadership Team to the Group and their

private interests and/or other duties. In addition, there are no arrangements or understandings with any of the shareholders of the Group, customers,

suppliers or others pursuant to which any Director or member of the Senior Leadership Team was selected to be a Director or Senior Manager. The

Group tests regularly to ensure awareness of any future potential conflicts of interest and related party transactions. Directors are required to declare

any additional or changed interests at the beginning of each Board meeting. In the event a conflict should arise, the pertinent Director would not take

part in decision making related to the conflict. Additionally, there are no family relationships among any of our Directors or Senior Managers

Substantial Shareholders

As of February 26, 2025, the following shareholders hold greater than 3% of the Group’s issued shares with voting rights:


Shareholders(a)	Number of Shares	% of Issued Share Capital
BlackRock	4,909,399	8.21%
Columbia Management Investment Advisers	3,251,605	5.44%
Jupiter Asset Management	2,792,978