Resolute Mining Limited — Governance Information 2024

Mar 27, 2024

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Corporate Governance Statement
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The Board of Resolute Mining Limited ( Resolute or Company ) is responsible for the corporate governance of the consolidated entity ( Group ). The Board guides and monitors the business and affairs of the Company on behalf of the Company’s shareholders ( Shareholders ) by whom they are elected and to whom they are accountable.

The Company has adopted the Fourth Edition of the Corporate Governance Principles and Recommendations ( Fourth Edition ) established by the ASX Corporate Governance Council and published in February 2019 by the Australian Securities Exchange ( ASX ) (available at https://www2.asx.com.au/about/regulation/asx-corporate-governancecouncil). The Company has also published an Appendix 4G which confirms that the Company has followed all of the principles and recommendations of the Fourth Edition for the financial year ended 31 December 2023 ( Reporting Period ).

A description of the Company's main corporate governance practices, and the extent to which the Company has followed the Recommendations in the Fourth Edition during the Reporting Period, is set out below. All practices, unless otherwise stated, were in place for the entire year. We have set out our practices in line with the principles established by the ASX Corporate Governance Council.

This Corporate Governance Statement has been approved by the Board and is accurate and up to date as at 27 March 2024 unless a later date is specified in the document).

This Corporate Governance Statement makes various references to information contained in the Company’s Annual Report for the year ended 31 December 2023 ( Annual Report ).

A full copy of the Annual Report can be viewed on our website https://www.rml.com.au/investors/reports/.

1. Lay solid foundations for management and oversight

1.1 The Board of Directors and Management

The Company has a Board Charter that outlines the functions reserved to the Board and those delegated to management. A copy of the Board Charter can be viewed here.

The Board is responsible for the overall management, strategic direction and corporate governance of the Company and for delivering accountable corporate performance in accordance with the Company’s goals and objectives. As part of its responsibilities, the Board is required to:

• provide strategic direction to the Group, maximise performance, generate appropriate levels of Shareholder value and financial return and sustain the growth and success of the business

• monitor the operational and financial position of the Company specifically and the Group generally

• ensure that the principal risks faced by the Group are identified and oversee that appropriate control and monitoring systems are in place to manage the impact of these risks

• review and approve Resolute’s internal compliance and control systems, statement of values and Codes of Conduct to underpin the desired culture within Resolute

• appoint (and where appropriate, remove) the CEO and monitor other key executive appointments

• evaluate the performance of the CEO and through the CEO, receive reports on the performance of other senior executives in the context of the attainment of the Group’s strategies and objectives.

The CEO is responsible for the management, operations and running of the day-to-day affairs of the Group under delegated authority from the Board.

Further details of the responsibilities of the Board and CEO (and management under sub-delegation from the CEO) can be found in the Board Charter.

Resolute Mining Limited ABN 39 097 088 689 Level 17, Exchange Tower, 2 The Esplanade, Perth, Western Australia 6000 T +61 8 9261 6100 E contact@rml.com.au

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1.2 Board and Senior Executive appointments

The Company undertakes appropriate checks on Director candidates, including checks on the person’s character, experience, education, criminal record and bankruptcy history, before either appointing a person as a Director or putting that person forward as a candidate for election or appointment. The Company has extended this practice to its Senior Executive appointments in accordance with the Fourth Edition. The Company provides security holders with all material information in its possession relevant to a decision whether or not to elect or re-elect a director, by including that information in the relevant notice of meeting materials.

Details of the members of the Board and senior executives including their experience, expertise and qualifications are set out in the Directors' Report and under the heading "Board of Directors and Leadership Team" in the Annual Report.

1.3 Board agreements

The Company has a written agreement in place with each Director and senior executive which sets out the terms of their appointment. Material variations to these agreements are disclosed to the ASX to the extent required by the ASX Listing Rules.

1.4 Company Secretary

The Company Secretary has a direct line of communication with all Directors and is directly accountable to the Board, through the Chairman, on all matters relating to the proper functioning of the Board. The Company Secretary is responsible for advising the Board and its Committees on governance, policy and procedural issues and the preparation of Board papers and minutes.

1.5 Diversity

In accordance with best governance practice, a diversity and inclusion policy has been established which includes gender diversity targets within the Group as to Board composition, executive composition and employee composition by gender ( Measurable Gender Diversity Targets ). These Measurable Gender Diversity Targets have been set by the Board, and having a target timeframe of 2025, guide Resolute’s efforts towards establishing a diverse and inclusive workplace.

As at 31 December 2023, the respective proportions of men and women on the Board, in senior executive positions and across the whole workforce, was as follows:

• (a) on the Board: 86% men and 14% women;

• (b) in senior executive positions (defined as key management personnel and executives of the Company): 100% men; and

• (c) across the whole workforce generally: 94% men and 6% women.

The Company’s Diversity, Equity and Inclusion Policy applies to all directors, consultants and employees of the Group. Details of the policy are set out on the Company’s website here.

The goal of the Diversity, Equity and Inclusion Policy is to have a high performing workforce that takes into account and recognises the communities in which we operate. The Directors have set additional measurable objectives towards establishing this goal. Details of these objectives and the progress towards achieving them are provided in the table below.

Objective for year ended	Time
31 December 2023	period	Activity during year ended 31 December 2023
Strengthen the Company’s	2022-2023	•	Ongoing Human Rights training in French and English for our
Policy Framework with			workforce
Regards to governance		•	Diversity, Equity and Inclusion training program in English and
			in French, to be rolled out in 2023
		•	Sexual Harassment Policy implemented and training program
			developed and rolled out in 2023

Resolute Mining Limited ABN 39 097 088 689 Level 17, Exchange Tower, 2 The Esplanade, Perth, Western Australia 6000 T +61 8 9261 6100 E contact@rml.com.au

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Elimination of the gender pay 2020-2023 gap across all entities

• Gender pay gap analysis conducted twice a year – no material gap identified in 2023 salary review process

Objective for year ended	Time
31 December 2023	period	Activity during year ended 31 December 2023
Increase the participation	2020-2023	•	Considered recruitment
of women in the work force at the Senior Manager and Other Manager levels (as defined by		•	Workforce planning, succession planning and talent management initiatives
WGEA categories)*
Work towards increasing the ratio (at all job levels) of Nationals to Expats in each country of operation*	2020-2023	• •	Measuring progress against nationalisation metrics (95% in 2022, a 1% increase compared to 2022) Key management roles at Syama have been nationalised, 51% of management and senior management roles at Syama
			and Mako are held by Nationals
		•	Recruitment policy reserves entry-level and semi-skilled roles
			for members of the local/host communities
Increase the overall proportion of women in the workforce*	2020-2023	•	Measuring progress against Board approved gender diversity targets
		•	Diversity considerations form part of selection criteria in all
			recruitment processes
		•	Flexible and remote work arrangements considered
		•	Generous Paid Parental Leave Policy rolled out across the
			group in 2021, with increase in uptake in 2022 (194 employees
			in 2022 compared to 43 in 2022)
		•	Private health insurance support in place for all direct
			employees
		•	Promotion of two female professionals to
			GM level positions and as part of the Resolute Leadership
			Team
		•	Ensure minimum 50-50 gender split in all Company sponsored
			external training programs – traineeships, apprenticeships etc

*Baseline to be created effective 31 Dec 2019

1.6 Board Performance Evaluation

The Company has a Performance Evaluation Process for periodically evaluating the performance of the Board, its Committees, individual Directors and senior executives which can be viewed here.

The Chairman and the Board regularly discuss the performance of the Board, the performance of the individual Directors and the CEO, and the Committees of the Board. The Chairman is responsible for meeting with the individual Directors to discuss their performance and contribution to the Board.

The performance of the Board was continually assessed during the year ended 31 December 2023 in accordance with the approved process.

Resolute Mining Limited ABN 39 097 088 689 Level 17, Exchange Tower, 2 The Esplanade, Perth, Western Australia 6000 T +61 8 9261 6100 E contact@rml.com.au

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1.7 Senior Executives Performance Evaluation

The CEO is responsible for formally evaluating the performance of senior executives each year. A performance appraisal questionnaire is completed by each senior executive and reviewed and discussed with the CEO in a formal meeting.

The CEO’s performance is periodically reviewed by the Nomination Committee and the Remuneration Committee (each discussed in more detail in sections 2.1 and 8.1 below) in accordance with agreed performance parameters. A performance evaluation of the CEO and senior executives took place for the year ended 31 December 2023 in accordance with the process described above.

2. Structure the board to add value

2.1 Nomination Committee

The Company has a Nomination Committee that is governed by the Nomination Committee Charter (a copy of which can be viewed here ).

The Nomination Committee is responsible for Board and Committee membership, succession planning, performance evaluation and diversity and inclusion policy development, monitoring and review. Further roles and responsibilities of the Nomination Committee, including a description of the procedure for the selection, appointment and re-election of incumbents, can be found in the Nomination Committee Charter .

As at 31 December 2023, the Nomination Committee comprised of Mr M. Botha (Chair), Ms S. Shugg, Mr S. Jackson, Mr A. Reynolds, Mr M. Potts (resigned 20 March 2024) and Mr K. Marshall, all of whom are Non-Executive Directors.

As at the date of this statement, all members of the Nomination Committee are independent Directors. The attendance record of Nomination Committee members at Nomination Committee meetings for the reporting period ended 31 December 2023 is noted in the Directors' Report under the heading "Directors' Meetings" in the Annual Report.

2.2 Board Composition and Skills Matrix

The Board

As at 31 December 2023 and as at the date of this statement, the Board is comprised of six Non-Executive Directors (including the Chairman) and one Executive Director (being the Managing Director and CEO).

The table below sets out the detail of the tenure of each Director (current and during the Reporting Period).

Director	Role of Director	First Appointed*	Qualification
Martin Botha	Non-Executive Director and Chairman (appointed Chairman from 29 June 2017)	February 2014	BScEng
Adrian Reynolds	Non-Executive Director	May 2021	MSc, GradDipMinEng
Simon Jackson	Non-Executive Director	October 2021	B.Com FCA
Sabina Shugg	Non-Executive Director	September 2018	BSc (Mining Engineering), MBA, GAICD
Keith Marshall	Non-Executive Director	June 2023	BSc (Engineering)
Adrienne Parker	Non-Executive Director	20 March 2024	LLB
Mark Potts**	Non-Executive Director	June 2017	BSc (Hons), GAICD
Terry Holohan	Managing Director and CEO	May 2022	BSc CEng MIMMM

*Resolute was incorporated on 8 June 2001. ** Resigned 20 March 2024

Resolute Mining Limited ABN 39 097 088 689 Level 17, Exchange Tower, 2 The Esplanade, Perth, Western Australia 6000 T +61 8 9261 6100 E contact@rml.com.au

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In relation to term of office, the Company's constitution specifies that one third (or if not a whole number, the nearest whole number to one third) of all Directors (with the exception of the CEO) must retire from office annually and are eligible for re-election. The Nomination Committee assesses and determines whether to endorse the re-election of Directors required to retire by rotation. The Company’s constitution also requires that any Director who will have been in office for more than three years by the next annual general meeting, must retire from office at the current annual general meeting and is eligible for re-election.

Skills Matrix

A profile of each Director setting out their skills, experience, expertise and period of office is set out in the Directors' Report in the Annual Report.

The Board has identified that the appropriate mix of skills and diversity required of its members on the Board to operate effectively and efficiently is achieved by personnel having substantial skills and experience in operational management, mining and technical, capital projects, strategy/risk, finance, listed resource companies, equity markets and sustainability and stakeholder management.

Each Director brings a unique and varied skillset covering relevant aspects of the desired mix of skills and diversity required in the composition of the Board, and each Director has the right of access to all Company information and to the senior executive team.

The table below summarises the areas of competence, skills and experience of the six Directors in office as at 31 December 2023.

Skill/competency and Board composition

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Leadership and Culture Governance and Compliance
Senior Experience in
executive recognising and
role managing risks
or substantial which
Board have the potential
experience in a to
company with materially impact
proven track the
record achievement of
of leadership business
skills. objectives.
Record of senior Experience with
regulatory and legal
leadership in a public
listed company. compliance and
litigation/disputes.
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Resolute Mining Limited ABN 39 097 088 689 Level 17, Exchange Tower, 2 The Esplanade, Perth, Western Australia 6000 T +61 8 9261 6100 E contact@rml.com.au

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Skill/competency and Board composition

Industry People and Capability Board or senior executive or Ability to leverage equivalent digital technology to experience in people support growth and management and drive competitive succession planning, advantage. and performance and organisational culture. Senior executive experience in a large mining organisation Board or senior combined with an executive or understanding of the equivalent Group’s corporate experience in purpose to create remuneration policy long-term shareholder and application value through the including linking discovery, acquisition, remuneration to development and strategy. marketing of natural resources. Senior executive experience in the gold industry, including inBoard or senior depth knowledge of executive or the Group’s strategy, equivalent markets, competitors, experience in operational issues, industrial relations. technology and regulatory concerns.

Resolute Mining Limited ABN 39 097 088 689 Level 17, Exchange Tower, 2 The Esplanade, Perth, Western Australia 6000 T +61 8 9261 6100 E contact@rml.com.au

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Skill/competency and Board composition

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Commercial Capability
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Sustainability and Stakeholder Management Successful record Demonstrable of development and understanding of oversight of business health and safety strategy and management, competitive performance and business analysis. governance. Exhibits a high level of Demonstrable financial acumen and has senior executive understanding of key environmental impacts, or equivalent including fluency in how experience in climate change risks and financial accounting opportunities affect the and reporting and business and experience internal financial in management, controls, including the performance and ability to probe the governance of these adequacies of financial impacts. and risk controls. Demonstrated commitment to the highest standards of Senior executive or corporate governance including board or senior equivalent experience executive or equivalent or background in experience or capital intensive and background which long-term projects demonstrates a and investments. commitment to a high level of corporate governance.

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Track record of overseeing successful engagement with a range of key stakeholders at national, regional and local levels, including government, community and non government organisations.

Relevant experience in merger and acquisition transactions raising complex financial, regulatory and operational issues.

Resolute Mining Limited ABN 39 097 088 689 Level 17, Exchange Tower, 2 The Esplanade, Perth, Western Australia 6000 T +61 8 9261 6100 E contact@rml.com.au

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Skill/competency and Board composition

Sustainability and Stakeholder Management

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Experience in government affairs and public and regulatory policy.

External Market

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Senior executive experience in the gold industry, including indepth knowledge of the Group’s strategy, markets, competitors, operational issues, technology and regulatory concerns.

High Competence Awareness

Diversity of the Board as at 31 December 2023

Gender 6 males and 1 female 0 - 2 years 1 directors 2 - 4 years 3 directors Tenure 4 - 10 years 3 directors 10+ years 0 directors

2.3 Assessment of Board Independence

Directors are expected to contribute independent views to the Board.

An independent Board member operates independently of executive management and free of any business or other relationship (personal, business or otherwise) that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgment.

Independent Board members accordingly assist in ensuring that the Board operates in the best interests of the Company, having regard to the goals and objectives of the Company.

The assessment of whether a Board member is independent is a matter of judgement for the Board as a whole and includes concepts of materiality. In making that judgement the Board may have regard to, but need not be bound by, the Recommendations as to director “independence”.

Resolute Mining Limited ABN 39 097 088 689 Level 17, Exchange Tower, 2 The Esplanade, Perth, Western Australia 6000 T +61 8 9261 6100 E contact@rml.com.au

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All Board members are required to disclose to the Board and the Nomination Committee (via the Company Secretary) any interest, position, association, relationship or information (and any changes thereof) which may be relevant or material to that assessment. No director deemed independent has any interest, position, affiliation or relationship of the type described in Box 2.3 of the Fourth Edition.

The Chairman, and at least a majority of Directors, should be independent, unless special circumstances exist, are disclosed and are approved of by the Board as an exception to this requirement.

The Board regularly reviews and considers the positions and associations of each of the Directors in office.

As at 31 December 2023, the Board considered that six of the seven directors were independent, namely, Mr. M. Botha (Chairman), Ms. S. Shugg, Mr. A. Reynolds, Mr. S. Jackson, Mr. M. Potts and Mr. K. Marshall. As at 31 December 2023, the Board did not consider Mr. T. Holohan to be independent.

Refer to section 2.2 of this statement under the heading “The Board” for details of the length of service of each of the Directors.

2.4 Ratio of Board Independence

• As at 31 December 2023 and the date of this statement, the majority of the Board (six of the seven Directors) were independent.

2.5 Roles of the Chairman and CEO

The roles of the Chairman (Mr. M. Botha) and the CEO (Mr T. Holohan) are not exercised by the same individual. As at the date of this Statement, the Chairman is an independent Non-Executive Director.

2.6 Board Induction and Professional Development

The Company has a procedure for the selection and appointment of new Directors which can be viewed here. The Board, through the Nomination Committee, reviews whether the Directors as a group have the skills, knowledge and familiarity with the Group and its operating environment required to fulfil their role on the Board and its Committees effectively. It also oversees Board member induction and professional development including, where gaps are identified, considering what training or development could be undertaken to fill the gaps, and where necessary, providing resources for the Directors to develop and maintain their skills and knowledge. Further details of the professional development provided by the Nomination Committee can be found in the Nomination Committee Charter.

Directors and Board Committees have the right, in connection with their duties and responsibilities, to seek independent professional advice at the Company's expense.

3. Act ethically and responsibly

3.1 Values

The Company has implemented a formal set of behavioural values designed to uphold high standards of integrity and work performance by all Directors and employees of the Group. The Company’s values are:

• Respect: We respect each other and the countries and communities in which we operate.

• Accountability: We own our actions and deliver on our commitments.

• Integrity: We are ethical, open and honest.

• Sustainability: We prioritise health, safety and environment, operating responsibly to manage risk and opportunity.

• Empowerment: We set ambitious goals, foster high performance and support our people to generate new ideas.

Resolute Mining Limited ABN 39 097 088 689 Level 17, Exchange Tower, 2 The Esplanade, Perth, Western Australia 6000 T +61 8 9261 6100 E contact@rml.com.au

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3.2 Ethical standards and code of conduct

Code of Conduct

The Board acknowledges the need for the highest standards of corporate governance and ethical conduct by all Directors and employees of the Group. As such, the Company has a Code of Conduct which has been fully endorsed by the Board and applies to all Directors and Group employees. The Code of Conduct is regularly reviewed and updated as necessary to ensure that it reflects the highest standards of behaviour and professionalism and the practices necessary to maintain confidence in the Group's integrity.

A fundamental theme is that all business affairs are conducted legally, ethically and with strict observance of the highest standards of integrity and propriety. The Directors and management have the responsibility to carry out their functions with a view to maximising financial performance of the consolidated entity. This concerns the propriety of decision making in conflict of interest situations and quality decision making for the benefit of Shareholders. All material breaches of the Code of Conduct are reported to the Board.

The Company’s employees must complete training on the Code of Conduct (via an online module or in a face to face format).

A copy of the Company’s Code of Conduct can be found here.

Whistleblower Policy

In line with the Code of Conduct, the Company has a Whistleblower Policy which aims to further the Company’s commitment to maintaining high ethical standards of conduct and to encourage the reporting of any instance of suspected unethical, illegal, fraudulent or undesirable conduct which contravenes the Code of Conduct. The Whistleblower Policy also ensures that persons who make a report in good faith can do so without fear of intimidation, disadvantage or reprisal. All material breaches of the Whistleblower Policy are reported to the Board.

All material incidents reported under the Policy are required to be reported to the Audit and Risk Committee. A copy of the Company’s Whistleblower Policy can be found here.

Anti-Bribery and Corruption Policy

An important element of the Code of Conduct addresses anti-bribery and corruption ( ABC ) and requires the adherence to Australian and other applicable anti-bribery laws conducting business dealings, irrespective of local standards and practices in the place of business. The Company’s Anti-Bribery and Corruption Policy provides further guidance and sets out the Company’s commitment to conducting its business ethically and with honesty and integrity, with a “zero-tolerance” approach to bribery and corruption. All material breaches of the Anti-Bribery and Corruption Policy are reported to the Board.

The Company conducts a broader ABC compliance programme which includes measures such as ABC training for staff (particularly staff at higher risk of exposure to corruption), the placement of suitable ABC clauses in all contracts (particularly those with third party representatives who interact with government officials on the Company’s behalf), and a pre-approval regime for offering, giving or receiving gifts above a modest value.

The Company has not been involved in any ABC regulatory investigations or legal actions either during the calendar year ending 31 December 2023 or as at the date of this statement.

A copy of the Company’s Anti-Bribery and Corruption Policy can be found here.

3.3 Sustainability Committee

As at the date of this statement, the Company has a Sustainability Committee. The Sustainability Committee is comprised of Mr. T. Holohan (CEO & Chair), Ms. S. Shugg (Non-Executive Director), Mr. A. Reynolds (NonExecutive Director), Mr. K. Marshall and relevant senior executives, namely the Company’s Chief Operating Officer.

The Sustainability Committee is chaired by Mr. T. Holohan.

The Sustainability Committee operates under a charter approved by the Board which can be found here. The key purposes of the Committee are to act as a forum for presentation of the safety performance and environmental impact management of the Group operations including exploration, consultation, discussion and dissemination of information on matters which are likely to affect the safety performance and environmental management of Group workplaces.

Resolute Mining Limited ABN 39 097 088 689 Level 17, Exchange Tower, 2 The Esplanade, Perth, Western Australia 6000 T +61 8 9261 6100 E contact@rml.com.au

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The Sustainability Committee is also responsible for:

• monitoring key risks to the business in the areas of health, safety, security and environment

• monitoring the Group’s compliance with relevant laws, regulations and Group operational policies and standards

• monitoring the culture that is promoted within the Group to promote compliance with and responsibility for health, safety, security and environmental management

• establishing and tracking of measurable workplace health, safety and environment objectives and targets, including recognising and celebrating their achievement.

4. Safeguard integrity in corporate reporting

4.1 Audit and Risk Committee

The Company has an Audit and Risk Committee. As at 31 December 2023, the Audit and Risk Committee comprised of Mr S. Jackson (Chair), Mr M. Botha, Mr A. Reynolds, Ms S. Shugg, Mr M. Potts (resigned 20 March 2024) and Mr K. Marshall, all of whom are Non-Executive Directors. As at the date of this statement, the composition remains unchanged, other than for the resignation of Mr Potts and the appointment of Ms A. Parker (effective 20 March 2024).

As at the date of this statement, all members of the Audit and Risk Committee are independent Directors. The Audit and Risk Committee is chaired by Mr S. Jackson, who is not the Chairman of the Board.

All members of the Audit and Risk Committee consider themselves to be financially literate and have significant understanding of the industry in which the Company operates. The attendance record of Audit and Risk Committee members at Audit and Risk Committee meetings for the reporting period ended 31 December 2023 is noted in the Directors' Report under the heading "Directors' Meetings" in the Annual Report.

Details of the members of the Audit and Risk Committee including their experience, expertise and qualifications are set out in the Directors' Report under the heading "Directors" and under the heading "Board of Directors and Leadership Team" in the Annual Report.

The Audit and Risk Committee operates under a charter approved by the Board which can be found here.

It is the Board's responsibility to ensure that an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes. This includes the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information as well as non-financial considerations. The Audit and Risk Committee also provides the Board with additional assurance regarding the reliability of the financial information for inclusion in the financial reports. The Audit and Risk Committee is also responsible for:

• ensuring compliance with statutory responsibilities relating to accounting policy and disclosure

• liaising with, discussing and resolving relevant issues with the auditors

• assessing the adequacy of accounting, financial and operating controls

• reviewing half-year and annual financial statements before submission to the Board.

4.2 Corporate reporting certifications

The Company’s Chief Executive Officer (Mr T. Holohan) and Chief Financial Officer (Mr C. Eger) have provided the Board with the appropriate assurances in relation to full year statutory financial reports during the year ended 31 December 2023.

These assurances include declarations in accordance with Section 295A of the Corporations Act 2001 (Cth) ( Corporations Act ) that, in their opinion, the financial records have been properly maintained and that the financial statements comply with the appropriate accounting standards, and that they give a true and fair view of the financial position and performance of the Company, and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

4.3 Verification of Reports

The Company’s external auditor, Ernst & Young, reviews the annual Directors’ Report, annual Remuneration Report, and the annual and half yearly Financial Statements. The balance of periodic corporate reports, including Quarterly Reports, the annual Corporate Governance Statement, and the annual Reserves and Resources Statement, are subject to a rigorous internal review process coordinated by the Investor Relations team with individual sign offs by the relevant functional areas.

Resolute Mining Limited ABN 39 097 088 689 Level 17, Exchange Tower, 2 The Esplanade, Perth, Western Australia 6000 T +61 8 9261 6100 E contact@rml.com.au

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4.4 External Auditor

The Company's external auditor, Ernst & Young ( External Auditor ), attends the Company’s Annual

General Meeting. The External Auditor’s presence is made known to Shareholders during the meeting,

and Shareholders are provided with an opportunity to address questions to the External Auditor relevant to the audit and the preparation and content of the External Auditor’s report.

The External Auditor is invited to attend all Audit and Risk Committee Meetings. As noted in the Audit and Risk Committee Charter, the performance and independence of the External Auditor is reviewed by the Audit and Risk Committee.

The External Auditor’s existing policy requires that its audit team provide a statement as to their independence. This statement was received by the Audit and Risk Committee for the reporting period ended 31 December 2023.

The External Auditor has a policy for the rotation of the lead audit partner in accordance with the requirements of the Corporations Act.

5. Make timely and balanced disclosure

5.1 Continuous disclosure

The Board has a Continuous Disclosure Policy which can be viewed here. The Company is committed to:

• ensuring that stakeholders have the opportunity to access externally available information issued by the Company

• providing full and timely information to the market about the Company’s activities

• complying with the obligations contained in the ASX Listing Rules and the Corporations Act relating to continuous disclosure.

The Board has designated the CEO, the CFO, the Principal Legal Counsel, the Corporate Development and Investor Relations Manager and the Joint Company Secretaries as the responsible people to administer the Continuous Disclosure Policy. This involves complying with the continuous disclosure requirements outlined in the ASX Listing Rules, ensuring that disclosure with the ASX is coordinated and being responsible for administering and implementing the policy.

5.2 Board communication

The Company makes announcements available to Directors promptly after receiving confirmation from the ASX that an announcement has been released to the market.

5.3 Announcements and presentation materials

The Company releases announcements and presentation materials containing new or market sensitive material to the ASX prior to the time of the corresponding presentation to analysts, investors or conference. Following confirmation of release of such materials by the ASX, the materials are published on the Company’s website, selected social media and circulated by email to the Company’s subscribers.

Presentation materials that do not contain new or market sensitive material are published on the website and circulated to the Company’s subscribers at the time they are made available to the relevant event.

6. Respect the rights of security holders

6.1 Shareholder communication

The Company’s website (www.rml.com.au) provides information on the Company including its history, current operations and corporate directory.

The Corporate Governance page of the Company’s website (https://www.rml.com.au/corporate-governance) provides access to key policies, procedures and charters of the Company, such as the Board and Committee charters, Securities Trading Policy, Diversity and Inclusion Policy and Continuous Disclosure Policy, and the Company’s latest Corporate Governance Statement.

ASX announcements, Company reports and presentations are uploaded to the website following release to the ASX and editorial content is updated on a regular basis. The Company is committed to providing Shareholders and the market with consistent, transparent corporate reporting and timely, accurate disclosures.

Resolute Mining Limited ABN 39 097 088 689 Level 17, Exchange Tower, 2 The Esplanade, Perth, Western Australia 6000 T +61 8 9261 6100 E contact@rml.com.au

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Corporate Governance Statement
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6.2 Investor relations program

The Board has established a Communications Strategy which can be viewed here. The Company’s website (www.rml.com.au) provides information on the Company including its background, objectives, projects and contact details.

The Board aims to ensure that Shareholders, on behalf of whom they act, are informed of all information necessary and kept informed of all major developments affecting the Company in a timely and effective manner. Information is communicated to the market and Shareholders through:

• the annual report which is made available to all Shareholders and the public

• half yearly reports, quarterly reports and ASX announcements which are made to the ASX and posted on the entity's website

• the annual general meeting and other meetings so called to obtain approval for Board action as appropriate.

6.3 Shareholder participation

The Board recognises the rights of Shareholders and encourages participation of Shareholders at general meetings of the Company. Notices of meetings are distributed to Shareholders and Shareholders are provided with the opportunity to attend general meetings.

Shareholders who are unable to attend meetings of the Company are encouraged to participate by way of appointment of a proxy. Information as to how to lodge a proxy form is provided to Shareholders at the time a notice of meeting is distributed. Shareholders are encouraged to use their attendance at meetings to ask questions on any matter, with time being specifically set aside for Shareholder queries.

6.4 Substantive resolutions

All substantive resolutions are decided by a poll at general meetings of the Company.

6.5 Communication options

Shareholders have a choice in relation to the methods in which they receive information (including notices of meetings) from the Company. A Shareholder can request to have information released to them by email by phoning the Company’s Share Registry, Computershare, on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) or by visiting the Share Registry’s “Investor Centre” at www-au.computershare.com/investor/ which allows Shareholders to login and access their personal information, shareholdings and a range of relevant forms via its website.

7. Recognise and manage risk

7.1 Risk management

The Company takes a pro-active approach to risk management across the Group and the Board has ultimate responsibility for ensuring that the principal risks faced by the Group are identified and overseeing that appropriate control and monitoring systems are in place to manage the impact of these risks.

As detailed in section 4.1 above, the Board’s identification and oversight role was supported by the Audit and Risk Committee during the reporting period. The Audit and Risk Committee has a risk function as set by the Audit and Risk Committee Charter which can be viewed here.

Separately, the CEO and the Chief Financial Officer will inform the Board annually in writing that the sign off given on the financial statements is founded on a sound system of risk management and internal control compliance which implements the policies adopted by the Board.

The Company's risk management and internal compliance and control systems is operating effectively and efficiently in all material respects.

Resolute Mining Limited ABN 39 097 088 689 Level 17, Exchange Tower, 2 The Esplanade, Perth, Western Australia 6000 T +61 8 9261 6100 E contact@rml.com.au

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Corporate Governance Statement
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7.2 Review of risk management framework

The scope of the Audit and Risk Committee’s risk function includes approving and monitoring policies for identifying and managing/mitigating/transferring risk (including in accordance with the Group’s risk management policy) and reviewing the Group’s risk management framework and policies at least annually to satisfy itself that it continues to be sound and that it is operating with due regard to the risk appetite set by the Board. The risk management framework was continually reviewed by the Board during the year ended 31 December 2023.

7.3 Internal audit function

The Company had a dedicated internal audit function during the reporting period ended 31 December 2023.

Deloitte has been engaged from 2023 to perform the internal audit function. The Company Secretary is responsible for internal audit, reporting directly to the Audit and Risk Committee. The Joint Company Secretaries are responsible for internal audit, reporting directly to the Audit and Risk Committee. The internal audit function conducts internal audit reviews to evaluate and where appropriate, identify areas where management should improve the effectiveness of the Company’s risk management, control, compliance and governance processes. When conducting these reviews, the internal audit function is supported by a combination of internal and external resources. In 2023, Deloitte was engaged to perform the internal audit function and to assess the processes and controls in place in order to give management a view of effectiveness of our control environment.

The Audit and Risk Committee will ensure that appropriately qualified personnel with the suitable skill sets are employed to manage the internal audit function and reviews and assesses the performance and objectivity of the Company’s internal audit function.

7.4 Management of material risks

The Company has an existing risk framework in place that uses a series of workshops and interviews to assist in the identification and assessment of key business risks including the associated mitigation controls and strategies to appropriately manage the material risks.

The Company has summarised its key business risks and the associated mitigation controls and strategies to appropriately manage those material risks in the Annual Report under the heading “Risk Management”.

8. Remunerate fairly and responsibly

8.1 Remuneration Committee

The Company has a Remuneration Committee that is governed by the Remuneration Committee Charter (a copy of which can be viewed here ).

The Remuneration Committee is responsible for determining and reviewing the compensation arrangements for the Directors (including the CEO), the executive team and Group employees, and making recommendations to the Board in this regard.

As at 31 December 2023, the Remuneration Committee comprised of Mr M. Potts (Chair) (resigned 20 March 2024), Mr M. Botha, Ms S. Shugg, Mr A. Reynolds, Mr S. Jackson and Mr K. Marshall all of whom are Non-Executive Directors. As at the date of this statement, the composition remains unchanged, other than for the resignation of Mr Potts, the appointment of Mr K. Marshall as Chair, and the appointment of Ms A. Parker (each effective 20 March 2024). As at 31 December 2023 and the date of this statement, all members of the Remuneration Committee are independent Directors.

The attendance record of Remuneration Committee members at Remuneration Committee meetings for the reporting period ended 31 December 2023 is noted in the Directors' Report under the heading "Directors' Meetings" in the Annual Report.

8.2 Remuneration policies

The details of the Directors' and Officers' remuneration policies are provided in the Directors' Report under the heading "Remuneration Report” in the Annual Report. The Remuneration Committee reviews and reassesses the policy at least annually and obtains the approval of the Board.

The Remuneration Committee is responsible for developing measurable objectives and evaluating progress against these objectives.

Resolute Mining Limited ABN 39 097 088 689 Level 17, Exchange Tower, 2 The Esplanade, Perth, Western Australia 6000 T +61 8 9261 6100 E contact@rml.com.au

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Corporate Governance Statement
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8.3 Securities trading

The Company’s Securities Trading Policy can be found here.

This policy is driven by the Corporations Act requirements and applies to all Directors, officers and Group employees. The policy summarises the law relating to insider trading and sets out the trading prohibitions which apply to persons affected by the policy.

The Securities Trading Policy prohibits persons discharging managerial responsibilities at all times from dealing in financial products issued or created over or in respect of the Company’s securities, including hedge arrangements. Under the Securities Trading Policy, all trading by Personnel requires prior clearance from the Company.

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Resolute Mining Limited ABN 39 097 088 689 Level 17, Exchange Tower, 2 The Esplanade, Perth, Western Australia 6000 T +61 8 9261 6100 E contact@rml.com.au

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ASX/LSE:RSG I rml.com.au

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Name of entity
Resolute Mining Limited
ABN/ARBN 39 097 088 689	Financial year ended:
39 097 088 689	31 December 2023

Our corporate governance statement[1] for the period above can be found at:[2]

These pages of our ☐ annual report: This URL on our ☒ https://www.rml.com.au/corporate-governance/ website:

The Corporate Governance Statement is accurate and up to date as at 27 March 2024 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 27 March 2024 Name of authorised officer Tim Whyte and Sam Wright authorising lodgement: Joint Company Secretaries

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 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 (current at 17/7/2020)

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof 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) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	☒ and we have disclosed a copy of our board charter at: https://www.rml.com.au/corporate-governance/	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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.	☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Page 2

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof 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
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: (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. 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.	☒ and we have disclosed a copy of our diversity policy at: Corporate Governance Statement and we have disclosed the information referred to in paragraph (c) at: Corporate Governance Statement The Company was not included in the S&P / ASX 300 Index at the commencement of the reporting period.	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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.	☒ and we have disclosed the evaluation process referred to in paragraph (a) at: Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 3

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof 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
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.	☒ and we have disclosed the evaluation process referred to in paragraph (a) at: Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 4

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof 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 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (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) 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.	☒ and we have disclosed a copy of the charter of the committee at: https://www.rml.com.au/corporate-governance/ and the information referred to in paragraphs (4) and (5) at: our Annual Reporthttps://www.rml.com.au/reports.html	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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.	☒ and we have disclosed our board skills matrix at: Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 5

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof 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
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.	☒ and we have disclosed the names of the directors considered by the board to be independent directors at: Corporate Governance Statement and, where applicable, the information referred to in paragraph (b) at: Corporate Governance Statement and the length of service of each director at: Corporate Governance Statement	☐ set out in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 6

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof 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.	☒ and we have disclosed our values at: Resolute Values	☐ set out in our Corporate Governance Statement
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.	☒ and we have disclosed our code of conduct at: https://www.rml.com.au/corporate-governance/	☐ set out in our Corporate Governance Statement
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.	☒ and we have disclosed our whistleblower policy at: https://www.rml.com.au/corporate-governance/	☐ set out in our Corporate Governance Statement
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.	☒ and we have disclosed our anti-bribery and corruption policy at: https://www.rml.com.au/corporate-governance/	☐ set out in our Corporate Governance Statement

Page 7

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof 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: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (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 (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.	☒ and we have disclosed a copy of the charter of the committee at: https://www.rml.com.au/corporate-governance/ and the information referred to in paragraphs (4) and (5) at: in our Annual Report https://www.rml.com.au/reports.html	☐ set out in our Corporate Governance Statement
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.	☒	☐ set out in our Corporate Governance Statement
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.	☒	☐ set out in our Corporate Governance Statement

Page 8

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof 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 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.	☒ and we have disclosed our continuous disclosure compliance policy at: https://www.rml.com.au/corporate-governance/	☐ set out in our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	☒	☐ set out in our Corporate Governance Statement
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.	☒	☐ set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	☒ and we have disclosed information about us and our governance on our website at: https://www.rml.com.au/corporate-governance/	☐ set out in our Corporate Governance Statement
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	☒	☐ set out in our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	☒ and we have disclosed how we facilitate and encourage participation at meetings of security holders at: https://www.rml.com.au/corporate-governance/	☐ set out in our Corporate Governance Statement
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.	☒	☐ set out in our Corporate Governance Statement

Page 9

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof 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
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.	☒	☐ set out in our Corporate Governance Statement
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) 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 (2) is chaired by an independent director, and disclose: (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) 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.	☒ and we have disclosed a copy of the charter of the committee at: https://www.rml.com.au/corporate-governance/ and the information referred to in paragraphs (4) and (5) at: our Annual Report https://www.rml.com.au/reports.html	☐ set out in our Corporate Governance Statement
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.	☒ and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at: Corporate Governance Statement	☐ set out in our Corporate Governance Statement

Page 10

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof 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
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.	☒ and we have disclosed how our internal audit function is structured and what role it performs at: Corporate Governance Statement	☐ set out in our Corporate Governance Statement
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.	☒ and we have disclosed whether we have any material exposure to environmental and social risks at: our Annual Report at https://www.rml.com.au/reports.html, and, if we do, how we manage or intend to manage those risks at: our Annual Report at https://www.rml.com.au/reports.html	☐ set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof 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 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (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) 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.	☒ and we have disclosed a copy of the charter of the committee at: https://www.rml.com.au/corporate-governance/ and the information referred to in paragraphs (4) and (5) at: our Annual Report at https://www.rml.com.au/reports.html	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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.	☒ and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives at: our Annual Report at https://www.rml.com.au/reports.html	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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.	☒ and we have disclosed our policy on this issue or a summary of it at: our Annual Report at https://www.rml.com.au/reports.html	☐ set out in our Corporate Governance StatementOR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof 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
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.	n/a	☐ set out in our Corporate Governance Statement OR ☐ we do not have a director in this position and this recommendation is therefore not applicable OR ☐ we are an externally managed entity 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.	n/a	☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and this recommendation is therefore not applicable OR ☐ we are an externally managed entity 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.	n/a	☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐ we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	n/a	☐ set out in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	n/a	☐ set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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