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 2024Value perThreshold TSR Level over GrantPerformanceExpiryVestingOption at GrantAssessment PeriodVesting DateMeasurement PeriodDateConditionDateLess than 25%Zero ExecuKve DirectorsFrom 20% to less than 27.5%25% 28/05/2401/01/24 to 31/12/2631/12/27Rela]ve TSR(1)$0.4490From 27.5% to less than 35%50% 28/05/2401/01/24 to 31/12/2631/12/27Absolute TSR(2)$0.2837From 35% to less than 42.5%75% 26/05/2301/01/23 to 31/12/2531/12/26 Rela]ve TSR(1)$0.4848From 42.5% or greater100% 26/05/2301/01/23 to 31/12/2531/12/26 Absolute TSR(2)$0.2592Vested options can be exercised any time between vesting and the expiry date. 23/03/2201/01/22 to 31/12/2431/12/25Rela]ve TSR(1)$1.1485During the prior year, a retention bonus was awarded to four KMP. The Company determined that the retention bonus 23/03/2201/01/22 to 31/12/2431/12/25Absolute TSR(2)$1.0496would be paid in three instalments with the first instalment paid during 2023. The remaining two instalments were paid during 2024 as set out in Section 16.7 below. ExecuKves During the 3-year period through to the end of 2022, the Company, under the effective leadership and strategic direction 30/01/2401/01/24 to 31/12/2631/12/27Rela]ve TSR(1)$0.2374provided by the KMP, was able to deliver a total shareholder return of over 900%, emphasising to the Board the need to 30/01/2401/01/24 to 31/12/2631/12/27Absolute TSR(2)$0.0946retain the services of this key group of KMP during the key pre-development stages of the Jaguar Project. 16/02/2301/01/23 to 31/12/2531/12/26Rela]ve TSR(1)$0.8491The award of the retention bonus to KMP aligns with Centaurus Metals' commitment to creating long-term shareholder 16/02/2301/01/23 to 31/12/2531/12/26Absolute TSR(2)$0.6354value by retaining top talent and maintaining strong leadership in order to build a Brazilian strategic minerals business. 23/03/2201/01/22 to 31/12/2431/12/25Rela]ve TSR(1)$1.148516.3Employment Agreements 23/03/2201/01/22 to 31/12/2431/12/25Absolute TSR(2)$1.0496Remunerationandothertermsofemploymentforexecutivesareformalisedinemploymentagreementswhichare reviewed annually.The agreements provide for both fixed and variable remuneration including participation, at the (1)Relative TSR - Total shareholder return relative to peer group of companies determined by the Board.discretion of the Board in short and long-term incentive plans (refer to Sections 16.2.2, 16.2.3 and Error! Reference source (2)Absolute TSRAbsolute total shareholder return.not found.).The achievement of vesting conditions will be determined at the end of the 3-year assessment period and the options willOther major provisions of the employment agreements, as at 31 December 2024, are set out below: not vest or be capable of being exercised until after this assessment period has closed, other than in the case of a successfulRedundancy change of control transaction in which case the options will immediately vest. Total FixedNoticeNotice(Includes The Board considers that this feature of the LTIP provides an appropriate level of protection for KMP and is in alignmentRemunerationMaximumMaximumPeriodPeriodNotice with the interests of shareholders who are likely to benefit from a change in control transaction. Participants in the LTI plan (TFR)STI LTI CompanyEmployeePeriod) must remain in employment during the assessment period. Mr D P Gordon$549,000 p.a.50%100%12 months6 months12 months To achieve the relative Total Shareholder Return (TSR) performance measure, the Company must outperform, on a TSRMr B S Scarpelli$383,160 p.a.45%70%3 months3 months6 months basis, at least 49.9% of the peer group established by the Board. The peer group for the LTI granted during the year endedMr W E Foote$437,750 p.a.40%60%6 months2 months6 months 31 December 2024 is comprised of the following companies.Mr J W Westdorp$401,700 p.a.40%60%2 months2 months6 months AIC Mines LimitedGlobal Lithium Resources LimitedNeometals LtdMr R J Fitzhardinge$281,808 p.a.40%60%2 months2 months6 months Anson Resources LimitedHot Chili Limited Predic]ve Discovery LimitedThe Remuneration Committee, supported by information provided by independent remuneration consultants undertook its Argosy Minerals LimitedIoneer LtdRenascor Resources Limitedannual review of remuneration for 2025 and determined that there be no changes in TFR or STI or LTI levels as a percentage Brazilian Rare Earths LimitedLa]n Resources LimitedSovereign Metals Limitedof each KMPs TFR. Delta Lithium LimitedLindian Resources LimitedTalga Group Limited16.4Non-Executive DirectorsDevelop Global LimitedLunnon Metals Limited29 Metals LimitedFees and payments to Non-Executive directors reflect the demands which are made on, and the responsibilities of, the Galan Lithium LimitedMeteoric Resources NLdirectors.Non-Executive directors fees and payments are reviewed at least annually by the Board. The Chairs fees are The assessment of the relative TSR vesting condition will occur in accordance with the table below.determined independently to the fees of Non-Executive directors based on comparative roles in the external market and Percentile Ranking compared toprevailing market conditions. The advice of independent remuneration consultants is sought on an annual basis. PeersAmount of ZEPO to VestNon-Executive directors remuneration consists of set fee amounts. The current level of fees Non-Executive directors is Less than 50th Percen]leZero$77,000 per annum. The Non-Executive Chairs fees are $115,000 per annum. There were no fee increases for Non-Executive Between 50th and 75th Percen]lePro rata between 50% and 100%directors in 2024 or as part of the Companys annual review in January 2025. Directors do not receive additional committee Greater than 75th Percen]le100%fees. Non-Executive directors fees are subject to an aggregate pool limit, which is periodically recommended for approval by shareholders. The approved pool limit is currently $600,000. There is no provision for retirement allowances for Non-TSR is defined as the financial gain that results from a change in the Companys share price plus any dividends paid by theExecutive directors. Company during the assessment period divided by the share price at the start of the assessment period. The assessment of the absolute TSR vesting condition will occur in accordance with the table below. Page 17 of 60Page 18 of 6042 ANNUAL REPORT CENTAURUS METALS LIMITED"