Remuneration Report (Audited) continued Loans to key management personnel There were no loans or other transactions with Directors or other key management personnel and their related parties during the financial year (2024: nil). C Executive Contractual Arrangements Remuneration for the CEO & Managing Director and Key Management Personnel are formalised in service agreements. These agreements provide, where applicable, for the provision of performance related cash payments, other benefits including allowances, and participation in the Long Term Incentive Plan. All service agreements with executives comply with the provisions of Part 2 D.2, Division 2 of the Corporations Act. These service agreements may be terminated early by either party giving the required notice and subject to termination payments detailed in the agreement. Base salary for executives are reviewed each on 1 July of each year, with an increase of 2.5% being applied on 1 July 2025 (1 July 2024: nil). Four weeks annual leave and long service leave is provided. Other major provisions of agreements relating to remuneration are set out below: Executive TFR1 Notice Period Termination payment By Executive By the Company P Duffy – Managing Director & CEO 388,831 6 months 6 months 6 months L Welsh – CFO & Company Secretary 328,127 6 months 6 months 6 months R Robinson – GM Studies & Technical Services 326,956 3 months 3 months 6 months B Rohrlach – GM Geology 315,237 3 months 3 months 6 months (1) TFR is Total Fixed Remuneration which includes base salary and superannuation. D Share-based compensation Options and performance rights provided as remuneration and shares issued on exercise Performance Rights movements during the financial year: 2025 Beginning balance Granted as remuneration Vested during year Lapsed Balance at end of year Vested Lapsed $ % $ % Directors of Sunston Metals Ltd M Norris 11,600,000 – – – 11,600,000 – – – – P Duffy – 34,435,251 (5,000,000) (10,000,000) 19,435,251 20,000 18.7 29,500 27.6 Other key management personnel L Welsh – 26,401,055 (7,000,000) (3,000,000) 16,401,055 36,700 38.5 10,200 10.7 R Robinson 9,900,000 16,342,480 – – 26,242,480 – – – – B Rohrlach 9,900,000 15,756,728 – – 25,656,728 – – – – 31,400,000 92,935,514 (12,000,000) (13,000,000) 99,335,514 Shareholder approval was obtained at the Annual General Meeting on 24 October 2024, for the issue of 19,435,251 Performance Rights with an exercise period of 3 years to Mr P Duffy on the following terms (grant to other key management personnel as per above table on the same terms and same allocation between tranches): – Tranche 1 – 50% to vest if the 60-day volume weighted average price of Sunstone Shares at 30 June 2027 is at or above 2.274 cents per share; – Tranche 2 – 50% to vest if the 60-day volume weighted average price of Sunstone Shares at 30 June 2027 is at or above 3.411 cents per share; Directors’ Report continued 32 Sunstone Metals Limited Annual Report 2025
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