Stakeholders' Report Energy Sector Oil & Gas

Introduction

This Stakeholders' Report outlines key regulatory changes relevant to Oil & Gas Companies covering the period from January 2025 to December 2025. In this report, we focus on regulatory developments affecting operations across the oil and gas value chain, particularly in relation to the Nigerian Upstream Petroleum Regulatory Commission (NUPRC), the Nigerian Midstream and Downstream Petroleum Regulatory Authority (NMDPRA), and other relevant industry bodies. Moreover, this report highlights critical updates and changes in legislation that impact the oil & gas business trajectory and the petroleum sector at large.

To ensure compliance with the laws applicable to the business and operations of Oil & Gas Industry, we have prepared this Stakeholders' Report for the year ending 2025.

This Report outlines new legislations ("New Legislations"), changes in existing legislations ("Legislative Changes"), and the implications of both the New Legislations and Legislative Changes on businesses in the Oil & Gas Value Chain.

In preparing this Report, we considered:

1. legislations of the National Assembly (NASS)
2. legislations of the Lagos State House of Assembly (LAHA) enacted between January 2025 to December 2025 ("the Report Period").
3. subsidiary instruments made pursuant to existing legislations; and directives and circulars issued by the relevant regulators pursuant to existing legislation as well as relevant judicial decision(s) reached by the Courts.

We have also highlighted how the New Legislations, Legislative Changes, Directives, Circulars and Judicial Pronouncements of Superior Courts impact on your Company's business, operations and administration.

In 2025, Nigeria's oil and gas sector experienced a series of regulatory and policy developments aimed at enhancing governance, operational efficiency, and environmental compliance. These initiatives focused on strengthening upstream, midstream, and downstream operations, promoting fiscal transparency, and aligning sector practices with national energy transition objectives.

This report highlights the key legislative and regulatory developments in the oil and gas sector during 2025, with emphasis on their implications for operators, investors, regulators, and other stakeholders. It examines major instruments issued by NUPRC and NMDPRA, as well as state - level initiatives such as the Ibile Energy Corporation. The report is structured to provide clarity on sector - specific changes, assess operational and commercial impacts, and support informed decision - making in a dynamic regulatory environment.

1. legislation of the National Assembly (NASS) enacted between January 2025 and December 2025 – During the Report Period, a number of federal legislations of relevance to the oil and gas sector were enacted by the National Assembly. These legislations, together with their brief descriptions and implications, are set out below in this Report, comprising:
   1. Joint Revenue Board (Establishment) Act 2025 – Establishes the Joint Revenue Board to coordinate tax policies and administration between federal and state authorities, impacting multi - jurisdictional operations of companies in Nigeria.
   2. Nigeria Tax Administration Act 2025 – Establishes modern procedures for tax administration, enforcement, and dispute resolution.
   3. Nigeria Revenue Service (Establishment) Act 2025 – Provides the legal framework for the operations of the Nigeria Revenue Service, including oversight of tax collection and compliance monitoring.
   4. Nigeria Tax Act 2025 – Updates fiscal and tax compliance requirements for companies across sectors, including reporting obligations, deductions, and incentives relevant to energy operators.
   5. Proposed Petroleum Industry Act (PIA) Amendment Bill, 2025 - The Petroleum Industry Act (Amendment) Bill, 2025 is a legislative initiative currently before Nigeria's National Assembly seeking to revise selected provisions of the Petroleum Industry Act, 2021.
2. Legislation of the Lagos State House of Assembly (LAHA)
   1. The Ibile Energy Corporation Bill, 2025 - In mid - 2025, the Lagos State House of Assembly advanced the proposed law to establish the Ibile Energy Corporation, a state - owned energy vehicle designed to compete and invest across oil, gas, renewable energy, and energy transition projects
3. Subsidiary instruments, directives, and circulars – made pursuant to existing legislations, including guidance issued by relevant regulators.
   1. Upstream Petroleum Operations (Cost - Efficiency Incentives) Order , 2025 - The Upstream Petroleum Operations (Cost - Efficiency Incentives) Order, 2025 was signed by President Bola Ahmed Tinubu in April 2025 and published in the Federal Gazette in May 2025.
   2. Nigerian Upstream Petroleum (Commercial) Regulations, 2025 - The Nigerian Upstream Petroleum (Commercial) Regulations, 2025 were issued by NUPRC in May 2025 under the authority of the PIA, 2021.
   3. Upstream Petroleum Fees and Rents (Temporary) Regulations 2025 - Pursuant to its powers under section 216(5) of the PIA, the NUPRC issued the Upstream Petroleum Fees and Rents (Temporary) Regulations (the "Fee Regulations") in May 2025.
   4. NUPRC's 2025 Petroleum Licensing Round Guidelines - In late 2025, the NUPRC announced the 2025 Petroleum Licensing Round, with its official commencement approved effective 1 December 2025.
   5. Licensing Bid Round Guidelines, 2025 - The NUPRC issued the Licensing Bid Round Guidelines, 2025, pursuant to its statutory powers under the Petroleum Industry Act, 2021, to govern the conduct, procedures, and requirements for the award of petroleum licences and leases in respect of upstream petroleum operations.
   6. Midstream and Downstream Petroleum Operations Regulations, 2025 - The NMDPRA issued the Midstream and Downstream Petroleum Operations Regulations, 2025, pursuant to its statutory powers under the Petroleum Industry Act, 2021, to regulate midstream and downstream petroleum operations in Nigeria.
   7. 2025 NUPRC Guidelines for the Operationalization of the Advance Cargo Declaration Regulation - On 17 June 2025, the Nigerian Upstream Petroleum Regulatory Commission issued the Guidelines for the Operationalization of the Advance Cargo Declaration Regulation, which serve as a practical roadmap and spell out the procedures for implementing the provisions of the Nigerian Upstream Petroleum Advance Cargo Declaration Regulation 2024
   8. Midstream And Downstream Petroleum Operations Regulations, 2025 - The Midstream and Downstream Petroleum Operations Regulations, 2025 (the "Regulations") were issued by the NMDPRA pursuant to Section 33 and other enabling provisions of the PIA.
   9. NUPRC Decarbonization / Upstream Emissions Framework & Gas Flaring / Methane Rules - In 2025, the NUPRC continued implementation of its Upstream Petroleum Decarbonizations Template (UPDT) and related climate - focused directives as part of Nigeria's broader upstream decarbonisation and emissions management agenda
4. Judicial decisions – rulings by the Courts that have on Siemens Energy's Operations)
   
   The key judicial decisions during the Report Period are as follows:
   
   • NorthWest Petroleum and Gas Company Limited v Gab & Nuella Concept Limited & Brinitup Hydrocarbons Limited
   • Human and Environmental Development Agenda Resource Centre v Federal Government of Nigeria
   • FBNQuest Merchant Bank Limited & First Trustees Limited v Nestoil Limited & Neconde Energy Limited
   • Shell plc & Shell Petroleum Development Company of Nigeria Limited v Communities of Bille and Ogale

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