b'Centaurus Metals Limited and its controlled entitiesCentaurus Metals Limited and its controlled entities CENTAURUS METALS ANNUAL REPORT 2024Financial Report 31 December 2024Financial Report 31 December 202416Remuneration ReportAudited16.2Remuneration Framework 16.1Principles of RemunerationThe executive remuneration and reward framework consists of: The primary objective of the Groups executive reward framework is to ensure reward for performance is competitive and4Total Fixed Remuneration (TFR) comprising base salary and superannuation; appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and4short term incentives (STIs); the creation of value for shareholders. 4long term incentives (LTIs); and The Companys Remuneration Committee is a sub-committee of the Board. Specialist remuneration advisors are engaged4other benefits such as insurances. by and report directly to the Remuneration Committee. In selecting remuneration advisors, the Remuneration CommitteeIn addition, where market circumstances require it, retention bonuses are also provided as part of the overall remuneration considers any potential conflicts of interest and ensures independence from Key Management Personnel (KMP). During thepackage of KMP. period, the Remuneration Committee sought advice from external remuneration advisors in relation to remuneration16.2.1Total Fixed Remuneration benchmarking for Executive KMP and Non-Executive Directors.The work undertaken by the remuneration advisors did not involve providing the Remuneration Committee with anyTFR is base salary inclusive of superannuation. Executives are offered a competitive TFR that is reflective of current market remuneration recommendations as defined by the Corporations Act 2001.conditions. TFR for senior executives is reviewed annually to ensure the executives remuneration is competitive with the market. An executives TFR is also reviewed on promotion.There are no guaranteed TFR increases included in any senior The Board considers the recommendations of the Remuneration Committee in ensuring that executive reward satisfies theexecutive contracts. following key criteria:In accordance with regulatory requirements relating to superannuation, Directors and employees are permitted to nominate 4competitiveness and reasonableness;a superannuation fund of their choice to receive superannuation contributions.4 acceptability to shareholders;16.2.2Short Term Incentives 4link to short and long term objectives which enhance shareholder value; 4transparency; andThe STI Plan is designed to reward executives for the achievement of annual performance targets. The STI Plan and the 4capital management.annual performance objectives under the STI Plan are reviewed annually by the Remuneration Committee and approved by The Group has structured an executive remuneration framework that is market competitive and consistent with the rewardthe Board. All awards to KMP are assessed and recommended by the Remuneration Committee and approved by the Board. strategy of the organisation. The Board seeks to align shareholder and participant interests by ensuring the CompanysFor 2024, KMP other than the Managing Director, can earn up to 45% of Total Fixed Remuneration (TFR) under the STI Plan remuneration framework applies the following principles; whilst the Managing Director can earn up to 50% of TFR. Other Managers of the Group can earn up to 20-40% of TFR under 4the creation of shareholder value and returns; the Plan.4the attraction of competent individuals to key executive roles; The annual performance targets are based on challenging goals with a mix of both Company performance and project 4the retention of high calibre executives with an inherent knowledge of the Companys ongoing business andspecific targets. Given its status as a pre-revenue exploration and evaluation focused entity, the Company does not consider activities;that financial targets such as net profit are relevant measures for a STI program. The STI Plan has a gateway with no award 4rewards capability and experience;being made in the event of fatality, permanent disabling injury and/or material environmental breach. The Groups key STI 4competitive reward for contribution to growth in shareholder wealth;performance measures for the year ending 31 December 2024 are summarised below;4 a clear structure for earning rewards; and4 effective management of environmental conditions and safety performance; 4 recognition for contribution to the Groups objectives.4 community and land owner engagement in Brazil; The remuneration framework consists of Total Fixed Remuneration and short and long-term incentives. Whilst intended to4achievement of drilling program objectives for the Boi Novo project; be settled in cash, the Board retains the discretion to settle short-term incentives with equity. An Employee Share Incentive4achievement of key deliverables in relation to the licensing, feasibility study, offtake and other development Plan (ESIP) was approved by shareholders at the AGM in May 2022 and incentives settled in equity may be offered underactivities of the Jaguar Nickel Project; and this plan. 4achievement of value adding outcomes for the Jambreiro Iron Ore project. The overall level of executive reward takes into account the performance of the Group over a number of years. Over theDetails of STI incentives awarded during the year are provided in Section 16.6. past 5 years, the Group was involved in mineral exploration and pre-development activities and therefore growth in earnings16.2.3Long Term Incentives is not considered a relevant measure. Shareholder wealth is currently heavily impacted by the broader market including commodity prices. Delays in the delivery of the Jaguar Feasibility Study have also likely impacted shareholder wealth.LTIs may be granted from time to time to reward performance in the realisation of strategic outcomes and long-term growth The global nickel market is facing challenges due to an excess supply of nickel from Indonesia and softer demand growthin shareholder wealth and to ensure the retention of KMP. Options or performance rights may be utilised to deliver long from electric vehicles. Nickel prices have continued to deline over the last 12 months which has, in turn, forced the closureterm incentive awards. The Board has discretion to grant options or performance rights for no consideration. Options or of a number of nickel sulphide mines in Australia due to higher cost structures. performance rights do not carry voting or dividend entitlements.Information on share options granted during the year is set out in Section 16.8. The performance of the Group in respect of the current period and the previous four financial years is set out below:During the period, KMP were granted options with no exercise price which are subject to vesting conditions related to 20242023202220212020achieving performance targets measured over a three-year period. The options were issued under the Companys ESIP and Net Loss(18,445,636)(40,740,002)(42,627,555)(16,994,715)(11,468,825)under ASX Listing Rule 10.11 to Executive Directors. KMP, other than the Managing Director and the Brazil Country Manager, Change in share price (1)($0.18)($0.585)$0.010$0.290$0.625were issued with options up to the value of 60% of TFR whilst the Managing Director and the Brazil Country Manager were Change in share price(33%)(52%)1%35%321%issued with options up the value of 100% and 70% of TFR respectively. The ESIP is approved by shareholders for a 3-year period with vesting conditions set by the Board on an annual basis in order to ensure responsiveness to changes in business circumstances. The terms and conditions of the zero exercise priced options affecting remuneration during the reporting period are set out below. Page 15 of 60Page 16 of 6040 ANNUAL REPORT CENTAURUS METALS LIMITED'