Announcement PDF Rules 4.7.3 and 4.10.3 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Name of entity Brazilian Critical Minerals Limited ABN/ARBN Financial year ended: 82 089 221 634 30 June 2024 Our corporate governance statement1 for the period above can be found at: This URL on our www.braziliancriticalminerals.com/company/corporate-governance website: The Corporate Governance Statement is accurate and up to date as at 30 September 2024 and has been approved by the board. The annexure includes a key to where our corporate governance disclosures can be located.3 Date: 30 September 2024 Name of authorised officer authorising lodgement: Board of Directors 1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period. Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period. Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3. Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3. The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve ASX Listing Rules Appendix 4G Page 1 different purposes and an entity must produce each of them separately. 2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable. 3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form. ASX Listing Rules Appendix 4G Page 1 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT 1.1 A listed entity should have and disclose a board charter setting out: (a) (b) 1.2 (b) The Company has adopted a Board Charter setting out the roles and responsibilities at: www.braziliancriticalminerals.com/company/corporate-governance those matters expressly reserved to the board and those delegated to management. A listed entity should: (a) 1.3 the respective roles and responsibilities of its board and management; and undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and 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. A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. The Company has a policy for undertaking background checks on new executives prior to appointment. The annual report and notice of meetings contain all relevant information about directors. The Policy can be found at: www.braziliancriticalminerals.com/company/corporate-governance The Company has a policy for ensuring appropriate agreements are in place under the Remuneration and Nomination Committee Charter The Charter can be found at: www.braziliancriticalminerals.com/company/corporate-governance 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. ASX Listing Rules Appendix 4G The Company Secretary is accountable to the board under the Board charter. The Charter can be found at: www.braziliancriticalminerals.com/company/corporate-governance Page 3 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations 1.5 A listed entity should: The Company has adopted a diversity policy. (a) have and disclose a diversity policy; The Diversity Policy can be found at: (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 www.braziliancriticalminerals.com/company/corporate-governance (c) However, the Company is in the process of formulating its measurable objectives. disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) 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. There is currently one Board position occupied by a female. All other directors are males. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period. 1.6 A listed entity should: (a) (b) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. ASX Listing Rules Appendix 4G The Company has adopted a process for the performance evaluation of the board and directors. A performance review was conducted during the year. The Performance Evaluation Policy can be found at: www.braziliancriticalminerals.com/company/corporate-governance Page 4 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations 1.7 A listed entity should: (a) (b) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. The Company has adopted a process for the evaluation of executives under the Remuneration and Nomination Committee Charter. The Managing Director performs informal reviews of senior executives. The Policy can be found at: www.braziliancriticalminerals.com/company/corporate-governance PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE 2.1 The board of a listed entity should: (a) The Company has adopted a Remuneration and Nomination Committee Charter. have a nomination committee which: (1) Due to the size of the Board, the Company does not have a separate nomination committee. The roles and responsibilities of a nomination committee are currently undertaken by the full Board. has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (b) 2.2 (3) the charter of the committee; Andrew Reid is not considered independent as he holds the position of Managing Director. (4) the members of the committee; and Abby Smith and Jeremy Robinson are deemed independent. (5) 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 The Charter can be found at: www.braziliancriticalminerals.com/company/corporate-governance 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. 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. ASX Listing Rules Appendix 4G The Company has disclosed the skills of each Board member on page 18 of the annual report. A review of the Board’s skills was also completed informally during the year. Page 5 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations 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 role of each director is set out on page 18 of the Annual report. Mr Robinson was appointed as Non-Executive Director on 25 August 2023 and is considered independent. Mr Robinson was appointed chairman on 27 February 2024. Ms Smith was appointed as Non-Executive Director on 15 August 2022 and is considered independent. Mr Andrew Reid was appointed Managing Director on 25 March 2024 and is not deemed independent due to his position as an executive director. the length of service of each director. 2.4 A majority of the board of a listed entity should be independent directors. The Company has a majority of independent directors with Jeremy Robinson and Abby Smith regarded as independent Non-Executive Directors. 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. Mr Robinson is an Independent Chairperson. 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. The Company has adopted a process for the induction of executives under the Remuneration and Nomination Committee Charter. 2.6 The Managing Director position is held by Mr Andrew Reid. Directors are encouraged to undertake professional development at the Company’s expense. The Charter can be found at: www.braziliancriticalminerals.com/company/corporate-governance ASX Listing Rules Appendix 4G Page 6 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY 3.1 A listed entity should articulate and disclose its values. The Company has a statement of values. The Statement can be found at: www.braziliancriticalminerals.com/company/corporate-governance 3.2 3.3 3.4 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 by a director or senior executive; and (2) any other material breaches of that code that call into question the culture of the organisation. 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. 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. ASX Listing Rules Appendix 4G The Company has a Code of Conduct. The Statement can be found at: www.braziliancriticalminerals.com/company/corporate-governance The Company has a Whistleblower Policy. The Statement can be found at: www.braziliancriticalminerals.com/company/corporate-governance The Company has an Anti-Bribery and Corruption Policy. The Statement can be found at: www.braziliancriticalminerals.com/company/corporate-governance Page 7 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS 4.1 The board of a listed entity should: The Company has adopted an Audit Charter. (a) Due to the size of the board, the Company does not have an Audit Committee. This function is currently performed by the board. have an audit committee which: (1) (2) has at least three members, all of whom are nonexecutive directors and a majority of whom are independent directors; and Abby Smith and Jeremy Robinson are regarded as independent Non-Executive Directors. is chaired by an independent director, who is not the chair of the board, The Charter can be found at: and disclose: (b) 4.2 (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) 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 www.braziliancriticalminerals.com/company/corporate-governance 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. 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 ASX Listing Rules Appendix 4G The Company receives a declaration from the Managing Director and the CFO under Section 295A. Page 8 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations management and internal control which is operating effectively. 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. The Company has a process where the reports are prepared by the Managing Director and/or the Chief Financial Officer equivalent, and then reviewed by the Company Secretary before the Board approves therelease to the ASX. PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE 5.1 A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1. The Company has adopted a Continuous Disclosure Policy. The Statement can be found at: www.braziliancriticalminerals.com/company/corporate-governance 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. Any announcement is drafted by the appropriate department then reviewed by the Company Secretary before board approval. The announcement is then released to the ASX. 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. All investor presentations with any new information are released to the ASX ahead of any meeting. PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS 6.1 6.2 A listed entity should provide information about itself and its governance to investors via its website. Appropriate information can be found at: A listed entity should have an investor relations program that facilitates effective two-way communication with investors. The Company has adopted a Shareholder Communication Policy. www.braziliancriticalminerals.com/company/corporate-governance The Statement can be found at: www.braziliancriticalminerals.com/company/corporate-governance 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. ASX Listing Rules Appendix 4G All shareholders are encouraged to ask questions and given the opportunity to ask questions at each security holder meeting. Page 9 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations 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. All resolutions dealing with ASX Listing Rule issues are decided based on a poll. 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. All shareholders are offered electronic communications. PRINCIPLE 7 – RECOGNISE AND MANAGE RISK 7.1 The board of a listed entity should: The Company has adopted a Risk Committee Charter. (a) Due to the size of the board, the Company does not have an Risk Committee. This function is currently performed by the board. have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and Abby Smith and Jeremy Robinson are regarded as independent Non-Executive Directors. (2) is chaired by an independent director, and disclose: (b) 7.2 (3) the charter of the committee; (4) the members of the committee; and (5) 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) www.braziliancriticalminerals.com/company/corporate-governance 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. The board or a committee of the board should: (a) The Charter can be found at: 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 Under the audit and risk management charter, a review is carried out annually. The Company also maintains a Corporate Risk Register which is presented to the Board. disclose, in relation to each reporting period, whether such a review has taken place. ASX Listing Rules Appendix 4G Page 10 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations 7.3 7.4 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. 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. The Company employs a Chief Financial Officer from an independent consulting firm who prepares the Company’s accounts. This is then reviewed by the Managing Director, and board members. The Accounts are also review by an external auditor. Management maintains a Corporate Risk Register which is presented to the Board. The Company has environmental exposure when it conducts exploration works. The Company hires competent experts to reduce the risks associated with environmental damage. PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY 8.1 The board of a listed entity should: (a) The Company has adopted a Remuneration and Nomination Committee Charter. have a remuneration committee which: (1) Due to the size of the board, the Company does not have a remuneration Committee. This function is currently performed by the board. has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (b) 8.2 Abby Smith and Jeremy Robinson are regarded as independent Non-Executive Directors. (3) the charter of the committee; The Charter can be found at: (4) the members of the committee; and www.braziliancriticalminerals.com/company/corporate-governance (5) 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 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. 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. ASX Listing Rules Appendix 4G Each director is paid a fixed remuneration as stated on page 24 of the Annual Report. Page 11 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations 8.3 A listed entity which has an equity-based remuneration scheme should: (a) (b) 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 The Company adopted an Employee Securities IncentivePlan dealing with equity-based remuneration. The Plan prohibits the use any arrangement for the purpose of hedging, or otherwise affecting their economic exposure to any Options or Performance Rights. disclose that policy or a summary of it. ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES 9.1 A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents. We do not have a director in this position and this recommendation is therefore not applicable 9.2 A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time. We are established in Australia and this recommendation is therefore not applicable 9.3 A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. We are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ASX Listing Rules Appendix 4G Page 12