Announcement PDF ADX ENERGY LTD - Corporate Governance Statement – 31 December 2024 This statement outlines the Corporate Governance practices adopted by the Board of Directors for the year ending 31 December 2024. The Board of ADX Energy Ltd (ADX Energy or the Company) is committed to conducting the Company’s business with a high standard of corporate governance commensurate with its size, scope of operations and the industry within in which it participates. The Board has established a corporate governance framework, including corporate governance policies, procedures and charters to support this commitment. It is the Company’s policy to regularly review and update its corporate governance practices to ensure they remain appropriate to the Company’s circumstances. The Directors of ADX Energy are responsible for corporate governance of the Company and support the principles of the ASX Corporate Governance Council’s Principles and Recommendations 4th edition. In addition to the information contained in this statement, the Company’s website https://adx-energy.com/about-adx/corporategovernance/ has a dedicated corporate governance section which includes copies of key corporate governance policies adopted by the Company. The extent to which the Company has complied with the ASX Recommendations during the year ended 31 December 2024, and the main corporate governance practices in place, are set out below. This statement is current as at 31 March 2025 and has been approved by the Board. PRINCIPLES AND RECOMMENDATIONS COMPLY DISCLOSURE Principle 1: Lay solid foundations for management and oversight A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance. 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.  The Company’s Corporate Governance Manual includes a Board Charter, which outlines the specific responsibilities of the Board and defines the Board’s relationship with Management. The Board delegates responsibility for the day-to-day operations and administration of the Company to the Executive Chairman, CEO and MD of its Austrian subsidiary The Corporate Governance Manual, which includes the Board Charter, is available on the Corporate Governance page of the Company’s website. 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.  The Board undertakes appropriate checks, including a police check and reference checks before appointing new Directors, as disclosed in the Company’s Corporate Governance Manual. All material information relevant to whether or not to elect or re-elect a Director is provided to the Company’s shareholders as part of the Notice of Meeting and Explanatory Statement for the relevant meeting of shareholders which addresses the election or re-election of a Director. Details of the Directors in office, including their qualifications, experience, date of appointment and their status as NonExecutive, independent or Executive Director are set out in the Directors’ Report in the Company’s Annual Report. The Corporate Governance Manual, is available on the Corporate Governance page of the Company’s website. 1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.  All directors (Executive and Non-Executive) have letters of appointment which detail the terms and conditions of appointment as a Director. Executive directors and other senior executives enter into an employment or consulting agreement which governs the terms of their executive appointment. Page 1 of 11 ADX ENERGY LTD - Corporate Governance Statement – 31 December 2024 PRINCIPLES AND RECOMMENDATIONS COMPLY DISCLOSURE 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.  The Company Secretaries report directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. 1.5 A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set out 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.  The Company’s Corporate Governance Manual includes a Diversity Policy, which provides a framework for establishing measurable objectives for achieving gender diversity and for the Board to assess annually both the objectives and progress in achieving them. The Corporate Governance Manual, which includes the Diversity Policy, is available on the Corporate Governance page of the Company’s website. The Board believes it currently has the right mix of Directors, however the Board continues to consider gender diversity, and its’ ultimate objective is for at least 50% of each gender on the Board and across the organisation. The Board continues to monitor diversity across the organisation. As at 31 December 2024, the proportion of women employees and consultants in the whole organisation, women in senior executive positions and women on the Board are set out below: Whole organisation 7 out of 24 (29%) Board, incl Company Secretaries 1 out of 6 (17%) Senior Executive (excl Board) 0 out of 0 (0%) For this purpose, “Senior Executive” is defined as a member of Key Management Personnel as outlined in the Remuneration Report in the Company’s Annual Report. There are no senior executives of the parent entity, ADX Energy Ltd, outside of the Board. 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, in relation to each reporting period, whether a performance evaluation was undertaken in accordance with that process during or in respect of that period.  The Company’s Corporate Governance Manual includes a section on performance evaluation practices adopted by the Company. The Corporate Governance Manual is available on the Corporate Governance page of the Company’s website. The review will include: (a) comparing the performance of the Board with the requirements of its Charter; (b) determining the appropriate balance of skills and experience required to suit the Company’s current and future strategies. This includes an assessment of whether the Board has the skills, knowledge and experience as a group to deal with new and emerging business and governance issues; (c) Considering any professional development requirements for Directors where gaps are identified; (d) the nature of information provided to the Board by management; and (e) assessing the independence of each director. A formal Board performance evaluation was undertaken in March 2023. The next Board evaluation will be held in 2025. Page 2 of 11 ADX ENERGY LTD - Corporate Governance Statement – 31 December 2024 PRINCIPLES AND RECOMMENDATIONS 1.7 A listed entity should: (a) have and disclose a process for periodically 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. COMPLY  DISCLOSURE All senior executives are subject to annual performance evaluations. There are no senior executive positions of the parent entity, ADX Energy Ltd, outside of the Board. Principle 2: Structure the board to be effective and add value The board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry to enable it to discharge its duties effectively and to 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.  The Board currently consists of an Executive Chairman, Executive Director as CEO and two non-executive Directors. Because of the size of the Company and the size of the Board, the Directors do not believe it is appropriate to establish a separate Nomination Committee. The Board has taken a view that the full Board will hold special meetings or sessions as required. The Board are confident that this process for selection and review is stringent and full details of all Directors are provided to shareholders in the annual report, through ASX disclosure upon appointment and on the web. The composition of the Board is reviewed on an annual basis to ensure the Board has the appropriate mix of technical skills, financial skills, expertise and experience. This includes an assessment of whether the Board has the skills, knowledge and experience as a group to deal with new and emerging business and governance issues. Where a vacancy exists, through whatever cause, or where it is considered that the Board would benefit from the services of a new Director with particular skills, the Board determines the selection criteria for the position based on the skills deemed necessary for the Board to best carry out its responsibilities and then appoints the most suitable candidate who must stand for election at the next general meeting of shareholders. Page 3 of 11 ADX ENERGY LTD - Corporate Governance Statement – 31 December 2024 PRINCIPLES AND RECOMMENDATIONS 2.2 COMPLY A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board is currently has or is looking to achieve in its membership.  DISCLOSURE The Board Charter provides that the Board will regularly review the appropriate mix of skills and expertise to facilitate successful strategic direction. In appointing new members to the Board, consideration is given to the ability of the appointee to contribute to the ongoing effectiveness of the Board, to exercise sound business judgment, to commit the necessary time to fulfill the requirements of the role effectively and to contribute to the development of the strategic direction of the Company. This includes an assessment of whether the Board has the skills, knowledge and experience as a group to deal with new and emerging business and governance issues. The Company provides details of each Director, such as their skills, experience and expertise relevant to their position in the Directors’ Report in the Annual Report and also provides these details on its website. The graph below details the collective skills of the current Board. The current collective experience, skills and attributes of the Board will be reviewed in conjunction with material changes to the Company’s operating requirements and strategy. The Board is of the view that current Board possesses an appropriate mix of skills, experience and knowledge to enable the Board to discharge its responsibilities and deliver on corporate objectives and governance. 4 Directors Skills Matrix # of Directors 3 2 1 0 Page 4 of 11 ADX ENERGY LTD - Corporate Governance Statement – 31 December 2024 PRINCIPLES AND RECOMMENDATIONS 2.3 COMPLY DISCLOSURE 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, association or relationship that might cause doubt about the independence as a director but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.  2.4 A majority of the board of a listed entity should be independent directors.  The Company considers that the Board should have at least three Directors (minimum required under the Company's Constitution) and to have a majority of independent Directors but acknowledges that this may not be possible at all times due to the size of the Company. Currently the Board has four Directors, with one director as independent. The number of Directors is maintained at a level which will enable effective spreading of workload and efficient decision making 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.  The Chair of the Board, Mr Tchacos is not an independent director. The Board elected the Chairman to be Executive Chairman due to his experience and skills necessary to pursue the Company’s current goals and strategic objectives. The roles of Chairperson and Chief Executive Officer are not held by the same individual. 2.6 A listed entity should have a program for inducting new directors and 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.  An informal induction is provided to all new directors, which includes meeting with technical and financial personnel to understand ADX’s business, including strategies, risks, company policies and health and safety. The independent director of the Company during the Reporting Period was Mr John Begg (and Mr Andrew Childs until his resignation in March 2024). Mr Begg is considered an independent director, even though he provides ad-hoc consultancy services, as he is not involved in day-to-day management. The dates of appointment of each director are contained in the Directors’ Report in the Annual Report. All directors are required to maintain professional development necessary to maintain their skills and knowledge needed to perform their duties. In addition to training provided by relevant professional affiliations of the directors, additional development is provided through attendance at seminars and provision of technical papers on industry related matters and developments offered by various professional organisations, such as accounting firms and legal advisors. As part of the annual performance reviews of the Board and individual directors, an assessment is made for any professional development requirements for Directors where gaps are identified. Page 5 of 11 ADX ENERGY LTD - Corporate Governance Statement – 31 December 2024 PRINCIPLES AND RECOMMENDATIONS COMPLY DISCLOSURE Principle 3: Instil a Culture of Acting Lawfully, Ethically and Responsibly A listed entity should instil and continually reinforce a culture across the organization of acting lawfully, ethically and responsibly. 3.1 A listed entity should articulate and disclose its values  The Board has adopted a Vision, Mission and Statement of Values. Refer to the section ‘Overview: Values, Mission and Values’ in the Corporate Governance Manual (on ADX’s website). These Values are linked into ADX’s Company policies. 3.2 A listed entity should: (a) have 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.  The Company has developed a Code of Conduct (the Code) which has been fully endorsed by the Board and applies to all directors and employees. The Code is regularly reviewed and updated as necessary to ensure it reflects the highest standards of behaviour and professionalism and the practices necessary to maintain confidence in the Company’s integrity. The Code of Conduct embraces the values of: • • • • Integrity Transparency Excellence Commercial Discipline The Board encourages all stakeholders to report unlawful/unethical behaviour and actively promotes ethical behaviour and protection for those who report potential violations in good faith. ADX has a Whistleblower Policy to encourage the calling out of unethical behaviour. The Board has a separate agenda item at each Board meeting to enquire about any known breaches of Company policies. 3.3 3.4 A listed entity should: (a) have and disclose a whistleblowers policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.  A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or a committee of the board is informed of any material breaches of that policy.  ADX has a Whistleblower Policy, which is distributed to all employees. A copy is maintained on ADX’s website, under Corporate Governance. The Board has a separate agenda item at each Board meeting to enquire about any known breaches of Company policies. ADX has an Anti-Bribery, Corruption and Fraud Policy, which is distributed to all employees. A copy is maintained on ADX’s website, under Corporate Governance. The Board has a separate agenda item at each Board meeting to enquire about any known breaches of Company policies. Page 6 of 11 ADX ENERGY LTD - Corporate Governance Statement – 31 December 2024 PRINCIPLES AND RECOMMENDATIONS COMPLY DISCLOSURE Principle 4: Safeguard the integrity of corporate reports A listed entity should have appropriate processes to verify the integrity of its corporate reports Due to the limited size of the Company and of its operations 4.1 The board of a listed entity should:  and financial affairs, the use of a separate audit committee is (a) have an audit committee which: not considered appropriate for ADX. In addition to (1) has at least three members, all of whom are nonmanagements accountability referred to above, the Board executive directors and a majority of whom are assures integrity of the financial statements by: independent directors; and (2) (b) 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 if it does not have an audit committee, disclose that fact and the processes it employs that 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. (a) reviewing the Company's statutory financial statements to ensure the reliability of the financial information presented and compliance with current laws, relevant regulations and accounting standards; (b) monitoring compliance of the accounting records and procedures, in conjunction with the Company’s auditor, on matters overseen by the Australian Securities and Investments Commission, Australian Stock Exchange Limited ("ASX") and Australian Taxation Office; (c) ensuring that governance, risk management, management reporting procedures, and the system of internal control, are of a sufficient standard to provide timely, accurate and relevant information as a sound basis for management of the Group’s business; (d) reviewing audit reports and management letters to ensure prompt action is taken by the Company's management; and (e) When required, nominating the external auditor and at least annually reviewing the external auditor in terms of their independence and performance in relation to the adequacy of the scope and quality of the annual statutory audit and halfyear review and the fees charged. Where appropriate, the Audit Partner responsible for the audit of the Company may be invited to attend Board meetings. 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.  The CEO and CFO declaration is provided to the Board prior to the sign-off of the full-year financial statements, the halfyear financial statements and each quarterly report. 4.3 A listed entity should disclose its process to verify the integrity of any periodic report it releases to the market that is not audited or reviewed by an external auditor.  Refer to section 4.1 and 4.2 above for the processes undertaken by the Board to ensure integrity of periodic reports. Page 7 of 11 ADX ENERGY LTD - Corporate Governance Statement – 31 December 2024 PRINCIPLES AND RECOMMENDATIONS COMPLY DISCLOSURE Principle 5: Make timely and balanced disclosure A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value of its securities. 5.1 A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.  The Board has a Continuous Disclosure Policy to ensure the compliance of the Company with the various laws and ASX Listing Rule obligations in relation to disclosure of information to the market. The Executive Chairman and Company Secretaries are responsible for ensuring that all employees are familiar with and comply with the policy. The policy is available in the Corporate Governance Manual, which is available on the Company’s website. ADX is committed to: (a) ensuring that shareholders and the market are provided with timely and balanced information about its activities; (b) complying with the general and continuous disclosure principles contained in the Australian Stock Exchange Limited (“ASX”) Listing Rules and the Corporations Act 2001; (c) ensuring announcements are accurate, balanced and expressed in a clear and objective manner that allows investors to access the impact of the information when making investment decisions; and (d) ensuring that all market participants have equal opportunities to receive externally available information issued by ADX. 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.  The Company Secretaries are responsible for ensuring that all Directors promptly receive a copy of all material market announcements after these announcements have been made. 5.3 A listed entity that gives a new or substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation  ADX ensures that a copy of all ADX investor and analyst Presentations are released on ASX prior to the presentation. Principle 6: Respect the rights of security holders A listed entity should provide its security holders with appropriate information and facilities to allow them to exercise those rights as security holders effectively. 6.1 A listed entity should provide information about itself and its governance to investors via its website.  The Company’s website provides information about itself and its governance for investors. Page 8 of 11 ADX ENERGY LTD - Corporate Governance Statement – 31 December 2024 PRINCIPLES AND RECOMMENDATIONS 6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors. COMPLY  DISCLOSURE The Company places significant importance on effective communication with shareholders. The Company has adopted a Shareholder Communications Strategy which can be accessed from ADX’s website. Information is communicated to shareholders through the annual and half yearly financial reports, quarterly reports on activities, announcements through the Australian Stock Exchange, investor webinars and the media, on the Company’s website and through the Executive Chairman’s address at the annual general meeting. After the Annual General Meeting, the Board provides shareholders with a presentation. Afterwards all directors are available to meet with any shareholders and answer questions. Shareholders are encouraged to contact the Company through the Contact section on ADX’s website to submit any questions via email, or call. ADX’s website provides communication details for its Share Registry, including an email address for shareholder enquiries direct to the Share Registry. In addition, news announcements and other information are sent by email to all persons who have requested their name to be added to the email list. 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.  The Company encourages security holders to attend and participate in general meetings. Refer also to 6.2 above. 6.4 A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than a show of hands.  The Company ensures that all substantive resolutions at a meeting of security holders are decided by a poll rather than a show of hands. 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.  The Company places significant importance on effective communication with shareholders and is continually encouraging Shareholders to elect electronic communications. ADX’s website provides communication details for its Share Registry, including an email address for shareholder enquiries direct to the Share Registry. This is found on ADX’s website under Investor Centre > Share Registry. In addition, news, Australian Stock Exchange announcements and other information are sent by email to all persons who have requested their name to be added to ADX’s email distribution list. If requested, the Company will provide general information by email. The Company’s share registry also provides security holders with the option to receive communications electronically. Page 9 of 11 ADX ENERGY LTD - Corporate Governance Statement – 31 December 2024 PRINCIPLES AND RECOMMENDATIONS COMPLY DISCLOSURE Principle 7: Recognise and manage risk A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework. 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.  Due to the size of the Company, no formal risk management policy is in place. Risks to the Company are reviewed at regular Board meetings as necessary and during any reviews of operating and strategic plans. The Company employs executives and retains consultants each with the requisite experience and qualification to enable the Company to manage the risks to the Company. The Board is responsible for satisfying itself that risk management is operating with due regard to the risk appetite set by the Board and is effective and as a result, executives and consultants are asked to report to the Board when appropriate in relation to risks which need to be registered and addressed. Any significant key risks identified by the Board are discussed to: (a) determine the impact upon the achievement of the Company’s goals and objectives; (b) implement strategies to minimize or mitigate the risk; and (c) monitor and assess the effectiveness of risk management and internal compliance and control. 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 cont