CONTENTS FINANCIAL STATEMENTS YEAR IN REVIEW DIRECTORS’ REPORT CORPORATE DIRECTORY SHAREHOLDER INFORMATION SECTION 9: 2025 FINANCIAL YEAR PLANNED REMUNERATION CHANGES Via the Committee, the Company engaged a third-party consultant to perform a remuneration benchmarking study in relation to Key Management Personnel. The study considered market-based peer analysis of both fixed and variable remuneration, with proposed amendments to policy and remuneration arrangements considered by the Committee, prior to Board approval. Principal outcomes of the study and Board approved amendments for the 2025 financial year are described in the table below: Policy Amendments – Cessation of Share Option grants, in favour of Performance Rights. – Removal of the individual performance scorecard due to a small management team. Outcomes will be solely aligned to company performance, going forward. – Board discretion to be considered in the event of a material reputation damaging event – Pro-rata STI and LTI vesting shall take place upon a Change of Control event, replacing the historical treatment of automatic vesting. Total Fixed Remuneration No amendments to Total Fixed Remuneration are proposed. Short Term Incentive (STI) The Committee has considered a review and update to the executive incentive plan, which will be subject to shareholder approval. The STI would be based upon annual performance targets attributable to the operation of the Thunderbird Mineral Sands Mine, payable 50% in cash and 50% in the form of Performance Rights which vest (subject to the successful attainment of performance objectives, as determined by the Board) following the end of the annual performance period. These will have a total life spanning 5 years. A maximum of three performance measures, aligned to Production, Cost and, Health, Safety Environmental and Governance performance will be considered. Long Term Incentive (LTI) Going forward, LTI’s will be linked to market-based measures, aligned with total shareholder return. An annual LTI grant is proposed, spanning a three-year performance period, subject to the achievement of total shareholder return performance criteria. Non-Executive Directors No amendments to the fee structure are proposed. END OF AUDITED REMUNERATION REPORT Signed in accordance with a resolution of the Directors, made pursuant to S298(2) of the Corporations Act 2001. For and on behalf of the Directors Bruce Griffin Executive Chair Perth, Western Australia 17 September 2024 37 Sheffield Resources Limited Annual Report 2024
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