36 BRIBERY & CORRUPTION a manner consistent with the laws of the jurisdictions in which we operate, including those relating to anti-bribery and corruption. Honesty, integrity and fairness are considered integral to the way the Company operates, and any conduct associated with bribery or corruption is inconsistent with these values. The Company has a strict Policy that does not permit its personnel, suppliers or any third parties with whom it does business to engage in activities that constitute bribery or corruption. We strictly prohibit the payment, offer or authorisation of a bribe, or the receipt or acceptance of a bribe. Centaurus has established an Anti-Bribery and Corruption Policy (ABC Policy) which sets out the Company’s requirements and procedures to ensure compliance with applicable anti- bribery and anti-corruption laws. The laws prohibiting bribery and corrupt practices include: > Australian Criminal Code > Brazil Anti-Corruption Law (Law No. 12.846) > US Foreign Corrupt Practices Act > UK Bribery Act Consent to comply with the ABC Policy is a key part of the new employee recruitment process and the onboarding of new suppliers. TAXES AND ROYALTIES Centaurus’ social obligations include compliance with the taxation laws of the countries in which we operate. While Centaurus intends to avail itself of any tax benefits or concession programs available to it, we do not engage in practices that do not contribute to the long-term interests of Centaurus and its shareholders or are a potential source of legal or reputational risk. These practices might include for example, the pursuit of aggressive tax avoidance strategies or non-disclosure practices which may lead to perceptions of a lack of transparency. Centaurus operates in jurisdictions whose income, employment and indirect tax regulations are relatively complex. An investor who is a signatory to the PRI may undertake an assessment of the investee’s tax framework. The total amount of taxes paid to all levels of Government (Municipal, State & Federal) by Centaurus in Brazil and Australia in 2025 was approximately A$1.08 million. A large portion of this tax came from social contributions on employee salaries in Brazil as well as other indirect taxes in Brazil withheld from supplier invoices for services in the local region of the Jaguar Project. POLITICAL LOBBYING & DONATIONS Centaurus is committed to conducting its business with the highest standards of integrity, transparency and ethical conduct, particularly in its interactions with government bodies, public officials and political institutions. Centaurus’s ABC Policy prohibits the making of political donations to any political party, politician or candidate for public office in any country unless the donation has been approved in advance by the Board of Directors. While donations to local communities and not- for-profit charity organisations are sometimes made by Centaurus, political donations are seen as giving rise to risks of corruption or perceptions of corruption. Authority to make any donation is therefore restricted by the Delegated Table of Authorities to the Managing Director and the Country Manager Brazil, with the approval amount set at a nominal level. It is unacceptable to attempt to bias a decision of a government official by offering personal gifts or entertainment. In particular, the offering of bribes to anyone is prohibited. Behaviour of this nature is illegal in both Australia and Brazil. In addition, in 2024, Centaurus Metals implemented the Conduct Procedure for Employees During Election Periods to reinforce ethical and legally compliant behaviour during electoral cycles. The procedure provides clear guidance on employee conduct during election periods, including rules governing institutional engagement, the handling of requests for sponsorships, gifts, donations or other benefits, and the management of conflicts of interest. It also expressly prohibits any form of political support, endorsement or representation on behalf of the Company. The procedure remains in force, is actively applied, and forms part of Centaurus’ broader governance, ethics and compliance framework. These measures align with the Company’s Code of Conduct, Anti-Bribery and Corruption Policy, and Whistleblower Policy, reinforcing Centaurus’ commitment to ethical conduct, institutional integrity and respect for democratic processes. Any situation not covered by these policies, or requiring clarification, is escalated through management channels to ensure appropriate oversight and compliance. BOARD DIVERSITY & STRUCTURE The Board is responsible for the overall governance of the Company including its management of ESG issues, establishing goals for management and monitoring the achievement of these goals. The responsibilities of the Board include: > Approving the Company’s strategy, business plans and policies > Approving and monitoring the progress of major capital expenditure, capital management and capital raising initiatives, and acquisitions and divestments > Monitoring the Company’s performance in delivering its strategic plans, work programs and ESG targets > Monitoring financial performance and approving the annual and half-year financial reports > Approving the Company’s system of corporate governance, including the formation of Board Committees and the terms of applicable governing charters, and monitoring their effectiveness > Approving the overall remuneration policy, including remuneration for non-executive Directors, executive Directors, and senior executives > Reviewing, approving and monitoring performance against the Company’s Risk Management Framework with ESG issues. The framework approved by the Board mandates a minimal to low-risk appetite in relation to ESG issues The Board has established functions that are reserved for the Board, as separate from those functions discharged by the Managing Director and senior executives. These functions are summarised in the Company’s Board Charter which is available on the Company’s website. 36
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