Corporate Governance

Establish a purpose, strategy and business model which promote long-term value for shareholders

The Board has collective responsibility for setting the Company’s purpose, strategic aims and objectives. Serabi’s objective is to become a pre-eminent junior gold mining company, securing future growth through expansion of its existing projects and, taking advantage of its position as a gold producer, to become involved with and successfully develop other carefully selected opportunities. The Group’s business model and strategy are described in the Strategic Report of the 2024 Annual Report.

The Board continually monitors the implementation of strategy. We also have an annual strategy session within our Board meeting programme. In 2024 the Board held a strategy session in Brazil with a number of the Board members also visiting the mines as part of the country visit.

Promote a corporate culture that is based on sound ethical values and behaviours

The Board, through its actions and direction, has sought to establish a corporate culture that places the emphasis on the Group’s and Board’s cultural priorities of social responsibility, transparency, health and safety, risk management and sustainability. The Group has in place a Code of Ethics and Conduct and this sets out the Company’s vision, mission and values. The Code of Conduct clearly communicates internally the ethical and integrity standards required of Serabi’s workers, including leadership, contractors and consultants. It emphasises integrity, transparency and compliance with laws and corporate governance best practises, including fair competition, anti-corruption, prevention of conflicts of interest, responsible use of company assets, promoting a safe, inclusive and discrimination free workplace, prohibiting harassment and unethical behaviour. It also enforces strict policies on environmental responsibility, occupational health and safety and anti-money laundering measures. It also incorporates a whistleblower channel.

The Board receives regular reports on staff morale and conduct. The Non-Executive Directors have spent time during the year at both the Belo Horizonte head office and the mines to meet and talk to staff themselves.

Seek to understand and meet shareholder needs and expectations

The Board is committed to providing shareholders with clear and timely information on Serabi’s activities, strategy and financial position. General communication with shareholders is coordinated by the Executive Directors together with the Investor Relations and Business Development Vice President. The Company publishes on its website a range of information which helps current and potential shareholders to make an assessment of the Group’s position and prospects.

The Board maintains dialogue with the Company’s major institutional investors. The Board also acknowledges that the majority of its private investors hold their shares via nominee shareholders and may not be able to fully exploit their shareholder rights effectively. Management attends selected industry events at which they are available to engage with private investors. The Board is kept informed of the views and concerns of shareholders through briefings from the Executive Directors and the Company’s brokers.

The Annual General Meeting (“AGM”) is the annual opportunity for all shareholders to meet with the Directors and to discuss with them the Company’s business and strategy. The notice of AGM is posted to all shareholders at least 21 clear days before the meeting. Separate resolutions are proposed on all substantive issues for each resolution, shareholders will have the opportunity to vote for or against or to withhold their vote. Following the meeting, the results of votes lodged will be announced to the London Stock Exchange and displayed on the Company’s website.

Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success

The Board recognises that the long-term success of the Company is reliant upon the efforts of its key stakeholders. The Group has staff dedicated to ensuring that it has active relationships with local communities who are within the vicinity of its operations to understand their concerns and expectations, thereby seeking to ensure mutually beneficial co-operation for both sides. The Group is subject to oversight by a number of different governmental and other bodies who directly or indirectly are involved with the licensing and approval process of mining operations in Brazil.

Additionally, given the nature of the Company’s business, there are other parties who, whilst not having regulatory power, have interest in seeing that the Company conducts its operations in a safe, responsible, ethical and conscientious manner. The Board makes all reasonable efforts, directly or through its advisors, to engage in and maintain active dialogue with each of these governmental and non-governmental bodies, to ensure that any issues faced by the Company, including but not limited to regulations or proposed changes to regulations, are well understood and ensuring, to the fullest extent possible, that the Company is in compliance with all appropriate regulation, standards and specific licensing obligations, including environmental, social and safety, at all times.

The Group’s community and corporate social responsibility disclosure is provided as part of the Environmental and Social section of the 2024 Annual Report. The Group’s engagement model with wider stakeholders is described in the Strategic Report of the 2024 Annual Report.

Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

The Board, supported by the Audit and Risk Committee and the Group’s senior management, are responsible for the Group’s Risk Management framework and ensuring that procedures are in place and are being implemented effectively to identify, evaluate and manage the significant risks faced by the Company.

During the year the Sustainability Committee commissioned Embellie Advisory to undertake a review of the Group’s ESG strategy, management systems and actions. The review’s remit has included a review of the Group’s risk management process and framework and provided recommendations for both the Sustainability Committee and the Audit and Risk Committee to work towards. The Group’s risk management framework is described further in the Strategic Report and in the Audit and Risk Report of the 2024 Annual Report.

Establish and maintain the board as a well-functioning balanced team led by the chair Board Composition and independence

The Board is currently comprised of five Directors: the Chief Executive Officer, Mike Hodgson, the Chief Financial Officer, Colm Howlin and three Non-executive Directors. All of the Non-executive Directors are considered to be independent.

Until April 2025 the Board had two shareholder nominated non-executive Directors. Mark Sawyer nominated by Greenstone Resources II LP and Carolina Margozzini who was nominated by Fratelli Investments Limited. These Directors stepped down from the Board on 11 April 2025 and 21 April 2025 respectively.

The Company had entered into a Relationship Agreement with Greenstone Resources II LP who had been a principal shareholder holding 25.2% of the issued share capital of the Company but on 12 April 2025 entered into a binding agreement to dispose of approximately 15.15 million shares representing 19.99% of the issued shared capital of the Company. On 22 April 2025 Greenstone Resources II LP, pursuant to a placing, sold their remaining shares in the Company representing approximately 5.2% of the issued share capital of the Company. As a result the Company expects that 30 days following the completion of this share sale, under the terms of the Relationship Agreement with Greenstone, that agreement will automatically terminate.

Board and Board Committee Structure

The Board has established an Audit & Risk Committee, a Remuneration & People Committee, a Disclosure Committee, a Mergers & Acquisitions Committee and a Sustainability Committee. In addition, at the executive level, there are two committees – the Executive Committee and the Project Steering Committee – which meet as and when necessary. The Board has not established a separate Nominations Committee as it considers that this responsibility can be currently discharged by the Remuneration & People Committee or, if the circumstances so dictate, the Board as a whole.

Board Governance Framework

Operation of the Board

The Board is responsible for the overall management of the Group including the formulation and approval of the Group’s long- term objectives and strategy, the approval of budgets, the oversight of Group operations, the maintenance of sound internal control and risk management systems and the implementation of the Group’s strategy, policies and plans. The Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”) and the Chief Operating Officer (“COO”) are responsible for the daily operation of the Group and they involve other levels of management in the day-to-day operations as appropriate. The CEO, CFO and COO are also responsible for making recommendations to the Board regarding short and medium-term budgets, targets and overall objectives and strategies for the Group. During the year the formal schedule of matters specifically reserved for decision by the Board was updated and includes:

• setting the Company’s purpose, values and long-term objectives and strategy
• approval of the annual budget;
• approval of material capital expenditure projects;
• any extension of the Group’s activities into new business or geographic areas outside the UK or Brazil;
• changes relating to the Group’s capital structure and major changes relating to the Group’s corporate structure
• approval of acquisitions;
• approval of quarterly financial reports, trading updates, the half-yearly reports, announcement of year-end results and the Annual Report and Accounts;
• internal control and risk management; and
• material contracts, expenditure and Group borrowings.

The Board holds regular, scheduled meetings throughout the year to review the Group’s financial and operational performance and to consider any other matters as appropriate, including risk management and shareholder feedback. The Board meeting timetable is based on the financial and reporting timetable. During the year there were nine scheduled Board meetings. There were also further ad-hoc Board meetings called at short notice to deal with transactional items. All of the Directors receive comprehensive Board packs in advance of Board and Committee meetings. A Board portal is used as a repository for Board and committee papers. This provides a confidential and efficient mechanism for the distribution of Board papers in a timely manner.

Given the geographical distribution of Directors, a number of the scheduled Board and Committee meetings are held online but meetings are also held in person whenever possible. During the year one Board meeting was held in Brazil with the rest of the face-to-face meetings being held in London. All Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that the Board procedures are followed, and that applicable rules and regulations are complied with. In addition, procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, as required.

A record of the number of meetings of the Board during the year and the attendance by each of the Directors is provided below:

1. Resigned on 31 December 2024
2. Resigned on 11 April 2025
3. Resigned on 21 April 2025

Board Activities During the Year

Conflicts of Interest

The Board is satisfied that, as a whole, it is able to exercise independent judgement. The Articles of Association of the Company restrict the role of the Directors in any situation where there is considered to be a conflict of interest and requires such conflicted Director(s) to abstain from voting and participation in any meeting or voting where the matter giving rise to the conflict is to be considered. The Company Secretary keeps a register of conflicts of interest. The register sets out the situations where each Director’s interest may conflict with those of the Company (situational conflicts). The register is considered and reviewed at each Board meeting so that the Board may consider and authorise any new situational conflicts identified. At the beginning of each meeting, the Chair reminds the Directors of their duties under sections 175, 177 and 182 of the Companies Act 2006 which relate to the disclosure of any conflicts of interest prior to any matter that may be discussed by the Board.

Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience and skills and capabilities

As a publicly owned, junior gold mining company, the Board needs to represent a wide range of skills and competencies. The Serabi Board includes Directors with technical mining and geological expertise, financial backgrounds, a legal background specialising in the natural resources sector in Brazil and investment banking and corporate finance experience. Biographical details of the Directors, including relevant experiences are provided within the 2024 Annual Report.

The Group’s governance structure has not changed during the year and is set out in the diagram under Principle 6.

Training and Development

Directors are encouraged to continue their ongoing professional development. During the year the Directors also received update training on Directors’ duties and the AIM Rules from Beaumont Cornish Limited, the Company’s Nominated Adviser (“Nomad”). The Company Secretary provides updates on governance and regulatory matters at each Board meeting.

Induction

On joining the Board, Directors receive an induction programme including meetings with members of the Board and senior management, access to Board and Committee papers, minutes, Company procedures and policies and meetings with relevant external advisers including the Nomad.

Time Commitment

All Directors pre-clear any proposed appointments to listed company boards with the Board, prior to committing to them. The Non-executive Directors are required, by their letters of appointment, to devote as much of their time, attention, ability and skills as are reasonably required for the performance of their duties. This is anticipated as a minimum of one day a month.

Advice

The Board has access to Travers Smith LLP, as UK legal advisers to the Company, to Peterson McVicar LLP as legal advisers in Canada and to Beaumont Cornish Limited as Nominated Adviser.

Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The Board understands the importance of assessing the effectiveness and contributions of the Board as a whole and its governance structure.

Board Evaluation

Between November 2023 and February 2024, a Board evaluation was undertaken by Ceradas Limited, an independent board effectiveness consultancy. The objective of the review was to assess how the Directors perceive the progress that the Board and Company generally had made since its 2022 Board evaluation in order to identify and make recommendations to further improve the effectiveness of the Board and its committees. The Board review was undertaken using interviews of all Directors, meeting observations and key documentation research. A Board report setting out the assessment of the Board and the Committees was presented to the Board in February 2024. Generally, it was acknowledged that there was widespread evidence of significant improvements to the Board’s overall effectiveness. There were also some opportunities for further improvements. The key recommendations from the review and the progress made during 2024 are as follows.

• Social responsibility – working closely with communities to ensure that the Group’s operations bring enhancements to the lives of those that might be most affected by the Group’s presence in the area;
• Transparency – the Group should be open in its dealings with all stakeholders, clear in its objectives and aims and cognisant and sympathetic to the needs and requirements of stakeholders;
• Health and Safety – whilst recognising the inherent risks that are present in the industry, actively encouraging a working environment and work practices within the Group’s operations, that strive to minimise and eliminate risk to personnel wherever possible;
• Risk management – the Board encourages, through its decision-making process, that management properly evaluates and considers the implications of decisions (operational, financial or otherwise) on the long-term future of the business, seeking to ensure that risk is adequately managed and minimised; and
• Sustainability – the Board considers that it has a responsibility to stakeholders to ensure that the business is able to deliver long-term benefits whether, financial, social or environmental and ensuring that decisions do not have longer-term implications that would jeopardise the long-term sustainability of the Group.

Establish a remuneration policy which is supportive of long-term value creation and company’s purpose, strategy and culture

Details of the Company’s Remuneration Policy and how it was implemented during FY24 are set out in the Directors’ Remuneration Report of the 2024 Annual Report. The Remuneration Policy for Executive Directors includes a base salary, annual bonus which is linked to operational, financial and strategic targets and share based incentive arrangements which are designed to drive sustained long- term performance that supports the creation of shareholder value. The Remuneration Policy for Non-executive Directors entails a base fee and additional fees for Board Committee membership and or Board Committee chairmanship. In accordance with its terms of reference, the Remuneration and People Committee is responsible for providing an objective review and oversight of the Group’s remuneration and people policies, frameworks and practices and outcomes to ensure they support the Group’s purpose and the effective implementation of strategy and enable the recruitment, motivation, reward and retention of talent, particularly at Board and senior executive levels.

Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders

The Board’s approach to engaging with shareholders and other stakeholders is described throughout the Annual Report, in particular in the Our Stakeholders section and Section 172 statement, the ESG review and the disclosures under Principles 3 and 4 of the QCA Code above. The Board endeavours to balance the needs and requirements of all stakeholders which, in addition to the Company’s shareholders, include the Group’s employees, the communities in the areas where it operates, government agencies and the Group’s suppliers and customers, all of whom have a vested interest in the long-term success of the Group. The Board recognises that balancing the needs and expectations of all these stakeholders is important and endeavours to engage with these stakeholders on a regular basis.