Corporate Governance Statement

Principle 1: Lay solid foundations for management and oversight

Recommendation 1.1

A listed entity should have and disclose a board charter setting out:

(a) the respective roles and responsibilities of its board and management; and

(b) those matters expressly reserved to the board and those delegated to management.

Yes

The Company has adopted a Board Charter.

The Board Charter sets out the specific responsibilities of the Board, requirements as to the Board's composition, the roles and responsibilities of the Chairman and Company Secretary, the establishment, operation and management of Board Committees, directors' access to Company records and information, details of the Board's relationship with management, details of the Board's performance review, and details of the Board's disclosure policy.

The Company's Board Charter forms part of the Corporate Governance Plan and Policies document, which is available on the Company's website.

Recommendation 1.2

A listed entity should:

(a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and

(b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.

Yes

The Company has detailed guidelines for the appointment and selection of the Board. The Company's Corporate Governance Plan and Policies document requires the Board to undertake appropriate checks before appointing a person or putting forward to security holders a candidate for election, as a director. No new appointments were made during the year ended 31 December 2025 and up to the date of this statement.

Material information relevant to any decision on whether or not to elect or re-elect a director will be provided to security holders in the notice of meeting holding the resolution to elect or re-elect the director.

Recommendation 1.3

A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

Yes

The Company's Corporate Governance Plan and Policies document requires the Board to ensure that each director and senior executive is a party to a written agreement with the Company, which sets out the terms of that director's or senior executive's appointment.

Recommendation 1.4

The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

Yes

The Company Secretary is appointed and removed by, and is accountable directly to, the Board.

The Company Secretary has access to all Board members and the main functions of the role are to assist in advising the Board on governance matters and monitoring compliance with board and committee procedures. The role of the Company Secretary is summarised in the Company's Board Charter and is reflective of the Recommendations.

Recommendation 1.5

A listed entity should:

(a) have and disclose a diversity policy;

(b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives, and workforce generally; and

(c) disclose in relation to each reporting period:

(i) the measurable objectives set for that period to achieve gender diversity;

(ii) the entity's progress towards achieving those objectives; and

(iii) either:

(A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined "senior executive" for these purposes); or

(B) if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act.

Partial

The Company has adopted a Diversity Policy in the Corporate Governance Plan and Policies document, which is available on the Company's website.

The Company's Diversity Policy does not include measurable objectives due to the current size and stage of development of the Company. If the Company's activities increase in size, nature and scope in the future, then appropriate measurable objectives will be set and put into place by the Board.

Notwithstanding the above, the Company strives to provide the best available opportunities for current and prospective employees of all backgrounds in such a manner that most meaningfully adds to overall shareholder value and which reflects the values, principles and spirit of the Company's Diversity Policy.

At 31 December 2025, the Company had the following ratio of employees, directors and officers:

A senior executive is defined by the Company as a member of the senior management team as distinct from the Board, being those who have the opportunity to materially influence the integrity, strategy and operation of the Company and its financial performance.

The Company is not a "relevant employer" under the Workplace Gender Equality Act 2012.

Recommendation 1.6

A listed entity should:

(a) have and disclose a process for periodically evaluating the performance of the board, its committees, and individual directors; and

(b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

Yes

The Nomination Committee is responsible for evaluating the performance of the Board and individual Directors on an annual basis in accordance with its Charter. It may do so with the aid of an independent advisor. The Performance Evaluation Policy can be found in the Company's Corporate Governance Plan and Policies document, which is available on the Company's website.

The Board periodically discussed the performance and composition of the Board during the reporting period, considering issues or concerns as they arose. This ongoing evaluation process has remained in-house and informal through the year.

A performance review of the Board, Directors and Committees was undertaken during the reporting period via a roundtable discussion. No material weaknesses were identified, and no governance changes were deemed necessary.

Recommendation 1.7

A listed entity should:

(a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and

(b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

Yes

The Remuneration Committee is responsible for evaluating the performance of senior executives.

The Company's Corporate Governance Plan and Policies document requires the Remuneration Committee to conduct annual performance of the senior executives. The Performance Evaluation Policy requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period.

The Committee periodically met with senior executives to discuss any issues or concerns as they arose. This ongoing process has remained in-house and informal throughout the year.

An informal performance review was undertaken during the reporting period. No material weaknesses were identified and no governance changes were deemed necessary.

Principle 2: Structure the board to be effective and add value

Recommendation 2.1

The board of a listed entity should:

(a) have a nomination committee which:

(i) has at least three members, a majority of whom are independent directors; and

(ii) is chaired by an independent director,

and disclose:

(iii) the charter of the committee;

(iv) the members of the committee; and

(v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence, and diversity to enable it to discharge its duties and responsibilities effectively.

Yes

The Company has a Nomination Committee comprising all members of the Board with Kiran Morzaria appointed Chairman of the Committee. Kiran Morzaria, Ambassador Bloomfield and Merrill Gray (the majority of the committee) are considered to be independent directors.

The role and responsibilities of the Nomination Committee are outlined in the Nomination Committee Charter, which forms part of the Corporate Governance Plan and Policies document available online on the Company's website.

The Company's objective is to have an appropriate mix of expertise and experience on the Board, and where appropriate its Committees, so that the Board can effectively discharge its corporate governance and oversight responsibilities

The attendance by members is noted in the Directors Report contained within the Company's Annual Report for the year ended 31 December 2025.

Recommendation 2.2

A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.

Yes

External firms are employed to support and maintain taxation, legal, and IT requirements.

Recommendation 2.3

A listed entity should disclose:

(a) the names of the directors considered by the board to be independent directors;

(b) if a director has an interest, position, affiliation, or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and

(c) the length of service of each director.

Yes

The Company has accepted the definition of "independence" in the Recommendations in making the assessments of independence. Kiran Morzaria, Ambassador Bloomfield and Merrill Gray are considered to be independent. The details of the directors are disclosed in the Annual Report and Company website.

The Board Charter requires directors to disclose their interest, positions, associations, and relationships and requires that the independence of directors be regularly assessed by the Board in light of the interests disclosed by directors. Details of the director interests, positions, associations and relationships are provided in the Annual Report. Each director's independence status is regularly assessed against Box 2.3.

The Board Charter provides for the determination of the directors' terms and requires the length of service of each director to be disclosed. The length of service of each director is provided in the Annual Report.

Recommendation 2.4

A majority of the board of a listed entity should be independent directors.

Yes

The Company did have a majority of independent directors during the period. At this time, Kiran Morzaria, Ambassador Bloomfield and Merrill Gray are considered to be independent.

The Board considers that its current composition is the most appropriate blend of skills and expertise relevant to the Company's business, size and operations. The Board is aware of the importance of independent judgement and considers independence, amongst other things, when new appointments to the Board are made.

Recommendation 2.5

The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.

No

The Board Charter provides that where possible, the Chairman of the Board should be an independent director and not be the same person as the Chief Executive Officer of the Company.

Mr Keith Coughlan serves as the Executive Chairman of the Board, a role deemed beneficial by the Board due to the Company's current stage of development and Mr Coughlan's experience and skillset.

As the Company grows in size and complexity, the Board will contemplate the appointment of an independent chair.

Recommendation 2.6

A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.

Yes

The Board Charter states that a specific responsibility of the Board is to procure appropriate professional development opportunities for directors.

The Board is responsible for the approval and review of induction and continuing professional development programs and procedures for directors to ensure that they can effectively discharge their responsibilities. 

Principle 3: Instil a culture of acting lawfully, ethically, and responsibly

Recommendation 3.1

A listed entity should articulate and disclose its values.

Yes

The Company has formulated Core Values that are included in the Board Charter outlined in the Corporate Governance Plan and Policies document available on the Company's website.

Recommendation 3.2

A listed entity should:

(a) have and disclose a code of conduct for its directors, senior executives, and employees; and

(b) ensure that the board or a committee of the board is informed of any material breaches of that code.

Yes

The Code of Conduct applies to the Company's directors, senior executives and employees and is outlined in the Corporate Governance Plan and Policies document, which is available on the Company's website.

The Code of Conduct states that any material breaches are to be reported to the Board. No breaches of the Code of Conduct were reported during the year under review.

Recommendation 3.3

A listed entity should:

(a) have and disclose a whistleblower policy; and

(b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.

Yes

The Company has a Whistle-blower Policy, which forms part of the Corporate Governance Plan and Policies document available on the Company's website.

The Policy outlines the Company's commitment to encourage the reporting of any instances of suspected unethical, illegal, fraudulent or undesirable conduct involving the Company and provides protections and measures so that those persons who make a report may do so confidentially and without fear of intimidation or reprisal.

The Company confirms that any material incidents under this Policy will be notified to the Board or a committee of the Board.

Recommendation 3.4

A listed entity should:

(a) have and disclose an anti-bribery and corruption policy; and

(b) ensure that the board or committee of the board is informed of any material breaches of that policy.

Yes

The Company has an Anti-Bribery and Anti-Corruption Policy in the Corporate Governance Plan and Policies document, which is available on the Company's website.

The policy sets out the conduct expected by the Company to minimise the risk of bribery or corruption occurring in connection with its operations and activities, as well as providing guidance on how to deal with instances of bribery or corruption.

Principle 4: Safeguard the integrity of corporate reports

Recommendation 4.1

The board of a listed entity should:

(a) have an audit committee which:

(i) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and

(ii) is chaired by an independent director, who is not the chair of the board,

and disclose:

(iii) the charter of the committee;

(iv) the relevant qualifications and experience of the members of the committee; and

(v) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

Yes

The Company has an Audit and Risk Committee comprising three members being Ambassador Bloomfield (Chairman), Kiran Morzaria and Merrill Gray. Ambassador Bloomfield, Kiran Morzaria and Merrill Gray (the full committee) are considered to be independent, and Ambassador Bloomfield is not the chair of the Board.

The Audit and Risk Committee Charter is outlined in the Corporate Governance Plan and Policies document available on the Company's website.

Details regarding the directors' qualifications and experience are contained in the Director's Report of the Annual Report, with the Committee deemed to be structured so that it has the relevant accounting and financial expertise required to discharge its responsibilities.

The attendance by members is noted in the Directors Report contained within the Company's Annual Report for the year ended 31 December 2025.

Recommendation 4.2

The board of a listed entity should, before it approves the entity's financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

Yes

In respect of each statutory financial reporting period, the Board was provided with a declaration in accordance with S295A of the Corporations Act which is consistent with Recommendation 4.2. The Company complied with this recommendation. 

Recommendation 4.3

A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.

Yes

The Company is committed to providing clear, concise and factual disclosure of material information to all investors in its corporate reports. The Company has adopted a process for the preparation, verification and approval of corporate reports to confirm the accuracy of those reports. Information published in the Company's periodic cashflow reports, Half Year reports and others are prepared by the Company's external accountants. Where information is not subject to an audit, it is verified by Senior Management and approved by the Board prior to release to the market. (This remains the case also for externally audited information).

All announcements indicate the relevant approver of releases.

Principle 5: Make timely and balanced disclosure

Recommendation 5.1

A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.

Yes

The Board Charter provides details of the Company's disclosure policy. In addition, the Continuous Disclosure Policy outlines the Company's disclosure requirements as required by the ASX Listing Rules and other relevant legislation.

The Board Charter and Continuous Disclosure Policy form part of the Corporate Governance Plan and Policies document available on the Company website.

Recommendation 5.2

A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.

Yes

The Board is involved in the review and authorisation of material Company announcements and therefore has visibility of the nature, quality and frequency of information being disclosed to the market. 

Recommendation 5.3

A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.

Yes

Materials used in external investor or analyst presentations which are substantive in nature and which have not previously been disclosed will be released to the ASX prior to their use.

Principle 6: Respect the rights of security holders

Recommendation 6.1

A listed entity should provide information about itself and its governance to investors via its website.

Yes

The Company's website, www.europeanmet.com, provides information about the Company, its projects, its Board and management, and corporate governance documents.

Recommendation 6.2

A listed entity should have an investor relations program that facilitates effective two-way communication with investors.

Yes

The Company has a Shareholder Communications Policy which forms part of the Corporate Governance Plan and Policies document available on the Company's website, and outlines the effective use of electronic communications with investors and stakeholders. 

Recommendation 6.3

A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.

Yes

The Company has a Shareholder Communications Policy which forms part of the Corporate Governance Plan and Policies document available on the Company's website. The Policy specifically encourages full participation of shareholders at General Meetings to ensure a high level of accountability and identification with the Company's strategy and goals, and outlines the various ways in which the Company communicates with shareholders.

Recommendation 6.4

A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.

Yes

The Board and Company Secretary ensure that all substantive resolutions at a meeting of security holders are decided by poll rather than by a show of hands.

Recommendation 6.5

A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.

Yes

Through the Company's share registry, all shareholders are given the option to receive communications from the Company through electronic means. Shareholders may also request hard copies of communications to be posted to them.

The Investors section of the Company's website includes an outline of how a shareholder can elect to receive communications.

The Company's share registry is maintained electronically by Computershare, with relevant contact details disclosed in the Corporate Directory of the Annual Report.

Principle 7: Recognise and manage risk

Recommendation 7.1

The board of a listed entity should:

(a) have a committee or committees to oversee risk, each of which:

(i) has at least three members, a majority of whom are independent directors; and

(ii) is chaired by an independent director,

and disclose:

(iii) the charter of the committee;

(iv) the members of the committee; and

(v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity's risk management framework.

Yes

The Company has an Audit and Risk Committee comprising three members being Ambassador Bloomfield (Chairman), Kiran Morzaria and Merrill Gray. Ambassador Bloomfield, Kiran Morzaria and Merrill Gray (the full Committee) are considered to be independent, and Ambassador Bloomfield is not the chair of the Board.

The Audit and Risk Committee Charter is outlined in the Corporate Governance Plan and Policies document available on the Company's website.

Details regarding the directors' qualifications and experience are contained in the Director's Report of the Annual Report, with the Committee deemed to be structured so that it has the relevant accounting and financial expertise required to discharge its responsibilities.

The attendance by members is noted in the Directors Report contained within the Company's Annual Report for the year ended 31 December 2025.

Recommendation 7.2

The board or a committee of the board should:

(a) review the entity's risk management framework at least annually to satisfy itself that it continues to be sound, and that the entity is operating with due regard to the risk appetite set by the board; and

(b) disclose, in relation to each reporting period, whether such a review has taken place.

Yes

The Company has a Risk Management Policy which forms part of the Corporate Governance Plan and Policies document, outlining a requirement to identify and measure risk, monitor the environment for emerging factors and trends that affect these risks, formulate risk management strategies, and monitor the performance of risk management systems.

The Board regularly reviews the Company's risk profile at its Board meetings and a risk management culture is encouraged amongst employees and contractors.

The Audit and Risk Committee routinely reviews a risk register for the Company which uses industry standard practices to rank diverse and wide ranging risks and to highlight key risks for both the Cinovec Project, for Geomet s.r.o. and on a Company wide basis. Each risk on the register has management action plans identified, to monitor changes, eliminate or ameliorate.

Recommendation 7.3

A listed entity should disclose:

(a) if it has an internal audit function, how the function is structured and what role it performs; or

(b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.

Yes

The Company does not have an internal audit function.

The Audit and Risk Committee Charter, which forms part of the Company's Corporate Governance Plan and Policy document, delegates the responsibility for undertaking and assessing risk management and internal control effectiveness to the Audit and Risk Committee.

The Board recognises that no cost-effective internal control system will preclude all errors and irregularities. The Company's risk management and internal control system is based upon written procedures, policies and guidelines, an organisational structure that provides an appropriate division of responsibility, and the selection and training of qualified service providers and personnel.

The Company's policies are designed to ensure strategic, operational, project, legal, reputational and financial risks are identified, assessed effectively, and efficiently managed and monitored to enable the achievement of the Company's business objectives.

A number of the Company's activities are also undertaken by external consultants, given the Company's size and level of current activities, coupled with the cost benefit this currently provides the Company.

Recommendation 7.4

A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.

Yes

The Audit and Risk Committee Charter has stewardship of the Company's risk management systems, which assist in identifying and managing potential or apparent environmental and social sustainability risks (if appropriate).

The Company has assessed its exposure to economic risks as high on the basis that it has no material income and is reliant on potential exploration success and project development progress, including but not limited to mine and infrastructure design and development, processing flowsheet development and permitting across all aspects of the Cinovec Project to raise capital to fund exploration, further project development and project delivery, as well as fund corporate operating costs.

This risk is managed by regularly reviewing future cashflow requirements to ensure that fundraising is performed in a timely manner and that the Company remains in a position to pay its debts as and when they fall due.

The Company's corporate ethics includes a strong focus on environmental responsibility. This approach is integral to ensuring the long-term sustainability of the Company's mineral processing, mining and exploration operations.

An Environment, Social and Governance (ESG) Policy has been established to ensure that the Company's field operations comply with permits and licenses, and have minimal impact on the surrounding environments and communities. A copy of this policy is available as part of the Corporate Governance Plan and Policies document on the Company's website.

The Company presently has no material exposure to environmental or sustainability risks, noting that these factors are consistently monitored and assessed as part of the Company's ongoing work and future development plans. Finalisation of the site of the processing plant (and associated infrastructure) for the project whilst a rehabilitated industrial site, may bring additional specific environmentally regulated requirements that are still being finalised.

A copy of the Company's policies on risk oversight and management of material business risks is available under the heading Risk Management Policy within the Company's Corporate Governance Plan and Policies document.

Review of the Company's risk management framework is conducted at least annually; during the reporting period the Company continued to have no material exposure to environmental or sustainability risks.

Principle 8: Remunerate fairly and responsibly

Recommendation 8.1

The board of a listed entity should:

(a) have a remuneration committee which:

(i) has at least three members, a majority of whom are independent directors; and

(ii) is chaired by an independent director,

and disclose:

(iii) the charter of the committee;

(iv) the members of the committee; and

(v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

Partial

The Company's Remuneration Committee comprises two members being Kiran Morzaria (Chairman) and Ambassador Bloomfield. Kiran Morzaria and Ambassador Bloomfield (the full committee) are considered to be independent directors.

The role and responsibilities of the Remuneration Committee is outlined in the Remuneration Committee Charter of the Corporate Governance Plan and Policies document available on the Company's website. The qualifications, experience, and attendance of the members of the Remuneration Committee are detailed in the Remuneration Report which forms part of the Directors' Report in the Company's Annual Report.

The Company does not meet the recommendation of the Remuneration Committee in terms of having three members. Whilst this is not in accordance with the Recommendation, the Board considers that its current composition is the most appropriate blend of skills and expertise relevant to the Company's business, size and operations.

The full Board approves all management remuneration including the allocation of incentive securities (if any) and involves itself in the nomination, selection and retirement of Directors. No Director may be involved in setting their own remuneration or terms and conditions and in such a case, relevant Directors are required to be absent from the full Board discussion.

The Board seeks to ensure that collectively its membership represents an appropriate balance between Directors with experience and knowledge of the Company and Directors with an external or fresh perspective.

The Board reviews the range of expertise of its members on a regular basis and seeks to ensure that it has operational and technical expertise relevant to the operation of the Company. Directors are re-elected, nominated and appointed to the Board in accordance with the Board's policy on these matters set out in the Remuneration Committee Charter, the Company's Constitution and ASX Listing Rules.

The Company's remuneration philosophy, objectives and arrangements are detailed in the Remuneration Report which forms part of the Directors' Report in the Company's Annual Report.

The Remuneration Committee Charter forms part of the Corporate Governance Plan and Policies document available on the Company's website.

The attendance by members is noted in the Directors Report contained within the Company's Annual Report for the year ended 31 December 2025.

Recommendation 8.2

A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.

Yes

Details of the Company's policies and practices regarding the remuneration of non-executive directors, executive directors and other senior executives is set out in the Remuneration Report as disclosed in the Directors' Report as part of the Company's Annual Report.

Recommendation 8.3

A listed entity which has an equity-based remuneration scheme should:

(a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and

(b) disclose that policy or a summary of it.

Yes

The Company's Remuneration Committee Charter states that the Committee is required to review, manage, and disclose the policy (if any) on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme. The Board must review and approve any equity-based plans.

A copy of the Company's Corporate Governance Plan and Policies document, which includes the Remuneration Committee Charter, is available on the Company's website.