Executive Chair’s Letter	2
Six Months in Review	3
Directors’ report	5
Auditor’s independence declaration	16
Remuneration report	17
Statement of profit or loss and other comprehensive income	46
Statement of financial position	47
Statement of changes in equity	48
Statement of cash flows	49
Notes to the financial statements	50
Consolidated entity disclosure statement	76
Directors’ declaration	77
Independent auditor’s report to the members of ioneer Limited	78
Mineral resource and ore reserves	80
Glossary and abbreviations	83
Schedule of tenements	84
Shareholder information	85
Corporate directory	87

		6 months ended 31 Dec 25				12 months ended 30 Jun 25				Change				Change
		$'000				$'000				$'000				%
Operating cash flows			(3,069	)			(6,805	)			3,736				(55	%)
Investing cash flows			(6,329	)			(13,830	)			7,501				(54	%)
Financing cash flows			1,982				10,202				(8,220	)			(81	%)
Total change in cash used in the financial period			(7,416	)			(10,433	)			3,017

		6 months ended 31 Dec 25				12 months ended 30 Jun 25				Change				Change
		$'000				$'000				$'000				%
Net cash			17,863				25,059				(7,196	)			(29	%)
Capitalised exploration			5,850				15,300				(9,450	)			(62	%)
Net assets			230,219				230,298				(79	)			-
Net loss after tax			(4,070	)			(9,554	)			5,484				(57	%)

		31 Dec 25				30 June 25				Change				Change
Summary of mineral resources and ore reserves		mt				mt				mt				%
Mineral Resource:
Measured			158				152				6				4	%
Indicated			282				261				21				8	%
Inferred			108				97				11				11	%
Total Mineral Resource			548				510				38
Proved			92				86				6				7	%
Probable			174				161				13				8	%
Total Ore Reserve			266				247				19

(1)	For further detail on Mineral Resource and Ore Reserve, refer to page 80.

●	Health, safety and environmental risks are of critical importance in ensuring we safely and responsibly build and operate a sustainable business.

●

Global economic conditions - Economic conditions, both domestic and global, may affect the performance of the Company and the Project. Adverse changes in macroeconomic conditions, including global and country‐specific growth rates, the cost and availability of credit, the rate of inflation, interest rates, exchange rates, government policy and regulations, general consumption and consumer spending, input costs, employment rates and industrial disruptions, among others, are variables which while generally outside the control of the Company and its Directors, may result in material adverse impacts on the Company’s businesses and its operational and financial performance.

●

Execution of the Project - As the Company progresses the development of its Rhyolite Ridge Project, there are risks and uncertainties involved which could result in the Company not delivering on its anticipated timing for future milestones, including those for permitting, taking a Final Investment Decision and for construction. Upon construction commencing, the Company and the Project will be subject to risks associated with construction of Stage 1 of the Project until such time as practical completion of construction and first production is achieved.

●

Funding risk - The Company's continued ability to operate the Project and effectively implement its business plan over time will depend in part on its ability to raise funds for operations and growth activities. As announced on 20 January 2025, the Company has closed a US$996 million loan from the U.S. Department of Energy Loan Programs Office ("DOE LPO") via the Advanced Technology Vehicles Manufacturing program to support the development of an on-site processing facility at the Project. To the extent that the conditions precedent under the DOE LPO Loan are unable to be satisfied or waived, such funding will become unavailable to the Company and would require the Company to find alternative funding sources. There can be no guarantee that the Company will be able to raise sufficient funding on acceptable terms, or at all, to fund the Project. Funding terms may also place restrictions on the manner in which the Company conducts its business and impose limitations on the Company’s ability to execute on its business plan and growth strategies. An inability to obtain finance on acceptable terms, or at all, may cause, among other things, substantial delays in, or prevent, the funding of the Project to Final Investment Decision, and in turn the development or operation of the Project.

●

Partner risk - Construction at the Project will begin following a successful Final Investment Decision ("FID"), which is subject to the Company's ability to secure an equity partner to help see the Project into production via the strategic partnership process recommenced in Q2 of 2025 ("Strategic Partnership Process"). There can be no assurance that the Strategic Partnering Process will be successful, nor any certainty that the Company will make the FID to commence construction.

●

Offtake risk, including volume and price risks associated with the sale of technical grade lithium carbonate and boric acid, counterparty risk and contract terms. Pricing of lithium is likely to be largely subject to the rate of uptake in electric vehicles. The Company has entered into binding offtake agreements and distribution and sales agreements for the supply of boric acid from the Project. There is a risk that the parties to the agreements may not perform their respective obligations or may breach the agreements. The offtake agreements include conditions precedent that include the timing of the Final Investment Decision and first production. There can be no guarantee that the Company will be able to renegotiate these conditions precedent on acceptable terms should there be delays in the Project.

●

Litigation risk - The Company and the Project may be involved in litigation and disputes from time to time with its contractors, sub-contractors, contractual counterparties and other parties. Litigation and disputes can be costly, including amounts payable in respect of judgments and settlements made against, or agreed to by, the Company or Project entities. They can also take up significant time and attention from management and the Board and have an impact on the Company's activities. Accordingly, the Company’s involvement in litigation and disputes could have an adverse impact on its financial position and performance.

●

Reserves and Resources risk - No assurance can be given that the estimated Ore Reserve and Mineral Resources are accurate or that the indicated level of lithium refined materials, carbonate, boric acid or any other mineral products will be achieved. Such estimates are largely based on interpretations of geological data obtained from drill holes and other sampling techniques. Actual mineralisation or geological conditions may be different from those predicted. No assurance can be given that any or all of the Company’s Mineral Resources constitute or will be converted into Ore Reserve. Actual Ore Reserve and Mineral Resources may differ from those estimated, which could have a positive or negative effect on the Company's financial performance.

●

Sovereign risk - relating to the fiscal, tax and regulatory environment in jurisdictions that Ioneer does business. The Company’s and the Project's operations could be adversely affected by government actions in the U.S. or other countries or jurisdictions in which it has operational exposures or investment or exploration interests. This includes increasing regulations and costs associated with climate change and management of carbon emissions, and potential delays as a result of any change in federal administration in the coming U.S. federal elections.

●	Social licence to operate - Maintaining the Company's social licence to operate by proactively engaging with communities, regulators and other key stakeholders.

●	Cyber security - Ensuring our cyber security through the integrity, availability and confidentiality of data within our information and technology systems from either intentional or unintentional disruption ('cyber attack').

●	Climate change - Managing exposures of physical climate change such as increased frequency of extreme weather events including severe weather storms, floods, drought and wildfires which could damage Ioneer's future production infrastructure and operations.

Name:		James D Calaway
Title:		Executive Chair
Qualifications:		BA (Econ), MA (PP&E)
Experience and expertise:		James has considerable experience and success in building young companies into successful commercial enterprises. He was the non-executive chairman Orocobre Ltd for 8 years until his retirement in July 2016, helping lead the company from its earliest development to becoming a significant producer of lithium carbonate and a member of the ASX 300.   James was appointed a director in April 2017 and has served as Chair since 2017. He was appointed executive chair in July 2020.
Other current directorships:		James is currently chairman of Distributed Power Partners (appointed 2014), a US international distributed power development company which is a leader of clustered distributed solar power development.
Former directorships (last 3 years):		He has also been a chair of several other U.S. corporate boards including the Centre for Houston's Future, and the Houston Independent School District Foundation.
Special responsibilities:		Member of the EHSS Committee

Name:		Bernard Rowe
Title:		Managing Director & CEO
Qualifications:		BAppSc (Geology) (Hons)
Experience and expertise:		Bernard is a geologist, manager and company director with more than 30 years’ international experience in mineral exploration and mine development. His diverse industry experience includes gold, copper, zinc, diamond, lithium and boron exploration in Australia, Europe, Africa, North America and South America.   Bernard was appointed managing director in August 2007. He led the Company's listing on the ASX in 2007 with a focus on gold and copper exploration in Nevada and Peru.   In early 2016, Bernard visited a little-known lithium-boron deposit in southern Nevada - later to be renamed Rhyolite Ridge. He realised the potential opportunity and quickly secured the Project.   Bernard is a member of the Australian Institute of Geoscientists, the Society of Economic Geologist and the Geological Society of Nevada.
Other current directorships:		G50 Corporation (ASX: G50) (2021 - current)
Special responsibilities:		Member of the Project Execution Committee

Name:		Alan Davies
Title:		Independent Non-executive Director
Qualifications:		B.Bus (Accounting), LLB, LLM
Experience and expertise:		Alan has 20 years of experience in running and leading mining businesses, most recently as chief executive, Energy & Minerals with Rio Tinto. Former roles include chief executive, Diamonds & Minerals and chief financial officer of Rio Tinto Iron Ore. Alan has held management positions in Australia, London and the US, and has run and managed operations in Africa, Asia, Australia, Europe and North and South America. He is also a former director of Rolls Royce Holdings plc. This experience includes industrial minerals and more specifically borates, where he led the Rio Tinto Borax business and the Jadar lithium-boron deposit in Serbia.   Alan joined the board as a non-executive director in May 2017.
Other current directorships:		He is currently the chief executive officer of Moxico Resources plc, a Zambian copper and zinc explorer and developer (appointed March 2017). He is also Chairman of Trigem DMCC, a vertically integrated diamond and colour stone service provider (appointed March 2018).
Special responsibilities:		Chair of the Nomination & Remuneration Committee Member of the Audit & Risk Committee (resigned 25 February 2026) Member of the Project Execution Committee

Name:		Rose McKinney-James
Title:		Independent Non-executive Director
Qualifications:		Juris Doctorate Law, BA Liberal Arts, NACD Fellow, NACD Director 100
Experience and expertise:		Rose is an experienced public company director, clean energy advocate, and small business leader with a broad history in public service, private sector corporate sustainability, social impact, and non-profit volunteerism. She also served as Nevada’s first Director of the Department of Business and Industry.   Rose joined the board as a non-executive director in February 2021.   Rose is a Nevada-based expert in environmental business and technology policy, renewable and clean energy advocacy, and sustainable development. She directed the Department of Business and Industry, Nevada's largest state agency and was recognised for services to the Nevada business community. As the former CEO of CSTRR, solar and renewable energy company, she is credited with authoring the strategy to fast track the integration of renewable resource into utility energy portfolios. Rose is also the former Commissioner, Nevada Public Service Commission.
Other current directorships:		Rose currently serves as a non-executive director of MGM Resorts International  (NYSE: MGM) (appointed 2005), Toyota Financial Savings Bank (appointed 2006), Pacific Premier Bancorp Inc (NASDAQ: PPBI) (appointed March 2022), Clean Energy for America (appointed 2021), and the Las Vegas Stadium Authority (appointed 2024).
Special responsibilities:		Chair of the EHSS Committee Member of the Nomination & Remuneration Committee

Name:		Margaret R Walker
Title:		Independent Non-executive Director
Qualifications:		B.S. Chem Engineering, NACD Certified Director/Fellow
Experience and expertise:		Margaret is a chemical engineer with significant experience working across the chemical, engineering and construction sectors. She brings over 40 years’ experience and leadership in large-scale chemical engineering, project management and organisational development gained through a career as a chemical engineer with The Dow Chemical Company. She has deep experience in constructing and successfully bringing into production complex projects.   Margaret joined the board as a non-executive director in February 2021.   Margaret holds a Bachelor of Science in Chemical Engineering from Texas Tech University, and in 2018 became a National Association of Corporate Directors Board Leadership Fellow.
Other current directorships:		Margaret currently serves as a non-executive director of Independent Project Analysis Inc., a privately held firm that drives improvement in capital performance (appointed January 2011).   Methanex (TSX:MX, NASDAQ: MEOH) (2015 – 2025).
Special responsibilities:		Chair of the Project Execution Committee Member of the Audit & Risk Committee Member of the EHSS Committee

Name:		Timothy Woodall
Title:		Independent Non-executive Director
Age:		Tim previously served as a non-executive director (and executive director) of FAR Limited (August 2017 to June 2021) and Central Petroleum.
Qualifications:		BEc, FCPA, FAICD
Experience and expertise:		Tim has over 30 years’ experience in international M&A and finance, specialising in the energy sector. His expertise includes being the founder and Managing Director of a boutique advisory firm, the CEO of a technical consulting firm and senior roles in New York and London with global investment banks. Additionally, he has held senior executive positions with energy companies in Australia and the USA.   Tim joined the board as a non-executive director in May 2025.   Tim holds a Bachelor of Economics from the University of Adelaide, is a Fellow of the Australian Society of CPAs, and a Fellow of the Australian Institute of Company Directors.
Other current directorships:		None.
Former directorships (last 3 years):		Tim previously served as a non-executive director (and executive director) of FAR Limited (August 2017 to June 2021) and Central Petroleum.
Special responsibilities:		Chair of the Audit & Risk Committee Member of the Nomination & Remuneration Committee

James Calaway Executive Chair		James’ biography is shown in the Director’s qualifications and experience section of the report.
Ian Bucknell Chief Financial Officer & Company Secretary B. Bus (Accounting), FCPA,  GAICD		Ian joined Ioneer in November 2018 as Chief Financial Officer and became Company Secretary in April 2019. Ian was responsible for the finance, investor relations, IT and company secretarial functions of the Company. He has more than 25 years of international resource sector experience, most recently as Chief Financial Officer of AWE Limited and prior to that held the position as Chief Financial Officer, and at times Company Secretary of Drillsearch Energy Limited. Ian Bucknell resigned as Chief Financial Officer and Company Secretary effective 4 December 2025.
Bernard Rowe Managing Director		Bernard’s biography is shown in the Director’s qualifications and experience section of the report.
April Hashimoto Chief Financial Officer (effective 4 Dec 2025) B.A (Economics), MBA, CPA (Canada)		April joined Ioneer as Interim CFO on 6 November 2025. Ian Bucknell resigned as Chief Financial Officer and Company Secretary effective 4 December 2025. April is responsible for the finance and IT functions of the Company. She has more than 30 years of international resource sector experience, most recently as Senior Vice-President, Finance and Administration at Lithium Americas Corp. Previously she was CFO at several junior mining companies and the exploration and construction division of Placer Dome Inc.
Ken Coon Vice President Human Resources BS Bus. Administration (Human Resources)		Ken is responsible for the human resource function of the company. He has more than 30 years of human resources experience holding international and regional leadership roles with Royal Dutch Shell’s downstream and refining and chemicals organization and Entergy, a large US Gulf Coast utility company.
Yoshio Nagai Vice President Commercial Sales & Marketing		Yoshio is responsible for the sales and marketing function of the company. He has more than 20 years chemical and mining industry sales and marketing experience, most recently as Sales Vice President at the Rio Tinto Group Company accountable for borates, salt and talc products, in Asia and the USA.
Matt Weaver Senior Vice President Engineering & Operations		Matt is responsible for all engineering and operational aspects of the Rhyolite Ridge lithium-boron Project in Nevada and for delivering the project through the Definitive Feasibility Study and project execution and into full commercial production. He has 30 years international mining experience, having worked with BHP, Rio Tinto and Newmont, and several junior mining companies.
Chad Yeftich Vice President Corporate Development & External Affairs		Chad is responsible for the Government and community relations, and U.S. Investor Relations and financing functions of the Company. He has over 20 years finance and investment industry experience. Chad has held several analyst and portfolio management roles over that time at firms such as Maverick Capital, H.I.G. Capital, Trafelet Brokaw & Company, and PwC. For the last ten years, he has focused on investing in and helping develop projects around the world that support the electrification of transportation.
Olga Smejkalova (effective 4 December 2025)		Olga was appointed Company Secretary on 1 December 2025 pursuant to a services agreement with Acclime Corporate Services Australia Pty Ltd.  Ian Bucknell resigned as Chief Financial Officer and Corporate Secretary effective 4 December 2025.

		Shares held				Options held				PRs held				Shares held				Options held				PRs held
		at 31-Dec-25				at 31-Dec-25				at 31-Dec-25				at report date				at report date				at report date
James D Calaway			63,595,869				-				7,206,821				63,595,869				-				7,206,821
Bernard Rowe			78,806,195				-				16,198,505				78,806,195				-				16,198,505
Alan Davies			5,914,149				-				188,083				5,914,149				-				188,083
Rose McKinney-James			802,260				-				188,083				802,260				-				188,083
Margaret R Walker			1,155,380				-				188,083				1,155,380				-				188,083
Timothy Woodall			375,000				-				388,083				375,000				-				388,083
			150,648,853				-				24,357,658				150,648,853				-				24,357,658

		Full Board								Nomination and Remuneration Committee								Audit and Risk Committee
		Attended				Held				Attended				Held				Attended				Held
James D Calaway			3				3				-				-				-				-
Bernard Rowe			3				3				-				-				-				-
Alan Davies			1				3				2				2				-				2
Rose McKinney-James			3				3				2				2				-				-
Margaret R Walker			3				3				-				-				2				2
Timothy Woodall			3				3				2				2				2				2

		Project Execution								EHSS
		Attended				Held				Attended				Held
James D Calaway			-				-				1				1
Bernard Rowe			-				-				-				-
Alan Davies			-				-				-				-
Rose McKinney-James			-				-				1				1
Margaret R Walker			-				-				1				1
Timothy Woodall			-				-				-				-

Director

Audit & Risk

Nomination & Remuneration

Project Execution

EHSS

James D Calaway

1

Bernard Rowe

1

Alan Davies

1

1*

1

Rose McKinney-James

1

1*

Margaret R Walker

1

1*

1

Timothy Woodall

1*

1

		31 Dec 2025				30 Jun 25
Issued shares			2,674,633,957				2,608,172,516
Options			-				1,613,615
Performance rights			76,665,845				63,290,529
			2,751,299,802				2,673,076,660

●	No performance rights have vested, and 400,000,0000 new shares were issued.

●	No performance rights have lapsed.

/s/ James D Calaway
James D Calaway
Executive Chairman
18 March 2026

•

Realization of previously identified optimization opportunities to reduce total leach duration times from 3 days (in the Definitive Feasibility Study (“DFS)) to 2 days (announced in September 2025) to 1.5 days (announced in October 2025) resulting in substantial improvements to the project economics of Rhyolite Ridge, including unlevered NPV improving by 64% to US$2.2 billion and unlevered IRR improving by 24% to 18%.

•

Maintain a high standard of performance with respect to safety, achieving no Occupational Safety and Health Administration (“OSHA”) incidents.

•

Fiscal discipline resulting in spending levels 6% below the approved budget for TY2025

•

Secured modified air and water permits from the State of Nevada, reached agreement on water rights with Esmeralda County and State of Nevada Regional Water Authority and established a standard approach for transfer of future water rights

•

The strategic partner process was delayed and subsequently extended, reflecting significant headwinds that persisted, which resulted in delays to achieving a positive Final Investment Decision (“FID”) and subsequent commencement of construction of the Rhyolite Ridge project.

•

Advancement of the Tiehm’s Buckwheat planting and transplanting plans were delayed as regulatory approvals were delayed by the U.S. Government shutdown in the second half of 2025.

•

STIP scorecard assessment, and consequently payment outcomes were materially lower, below target, and reflective of mixed outcomes and shareholder experience

•

The Board decided to discontinue, with immediate effect, the Company’s practice of giving employees, including executive KMPs, the option to receive a 20% uplift in payment of STI by both deferring the payment for one year and converting the cash payment to equity. While the policy change is not as effective at conserving cash, or encouraging ownership, the Board assessed the risk as minimal, and addressed the concerns raised by proxy advisers in this instance.

•

No one-off equity grants were made.

	Act	Corporations Act 2001 (Cth)		LTI	Long-term incentive
	AGM	Annual General Meeting		MD	Managing director
	ASX	Australian Securities Exchange		NED	Non-executive director
	FID	Final Investment Decision		PRs	Performance Rights
	FY	Financial Year		SRs	Share Rights
	INR	Ioneer		Equity Plan	Equity Incentive Plan
	KMP	Key management personnel		STI	Short-term incentive
	TY2025	Transition period 1 July 2025 to 31 December 2025		Project	Rhyolite Ridge Lithium-Boron Project

1.	Introduction

2.1.	Key Management Personnel

	Name	Position Held	Tenure
	Executive Directors
	James D Calaway	Executive chair	Appointed 5 April 2017
	Bernard Rowe	Managing director	Appointed 23 August 2007
	Non-Executive Directors
	Alan Davies	Non-executive director	Appointed 23 May 2017
	Stephen Gardiner	Non-executive director	Appointed 25 August 2022, Resigned 5 May 2025
	Rose McKinney-James	Non-executive director	Appointed 1 February 2021
	Margaret R Walker	Non-executive director	Appointed 1 February 2021
	Timothy Woodall	Non-executive director	Appointed 5 May 2025
	Executives
	Ken Coon	Vice president human resources	Appointed 1 July 2019
	April Hashimoto 1	Interim chief financial officer	Appointed 6 November 2025
	Ian Bucknell 1	Chief financial officer and company secretary	Resigned 4 December 2025
	Yoshio Nagai	Vice president commercial sales & marketing	Appointed 1 August 2019
	Matt Weaver	Senior vice president engineering & operations	Appointed 28 November 2017
	Chad Yeftich	Vice president corporate development & external affairs	Appointed 1 September 2022

(1)

April Hashimoto became an executive KMP effective 4 December 2025 upon the resignation of Ian Bucknell

2.	Remuneration governance

2.1	Nomination & Remuneration Committee

•

Alan Davies (chair);

•

Rose McKinney-James; and

•

Timothy Woodall

2.2	Remuneration advisors

2.3	Share trading policy

2.4	Reasons for remuneration “strike”

	Feedback		Response
	FY 2025 maximum total remuneration quantum too high		Ioneer compares executive pay levels to the pay levels of executives in the same geographic markets (primarily the U.S. and Canada, with consideration for Australia) and industry (resources). The policy is to pay between the 25th percentile and median rates of pay for individuals with the qualifications and experience to do the role. Actual pay rates approximate policy positioning. Therefore the maximum remuneration quanta is not high, not low; it is just right.   ISS Australia compared our primarily North American executive pay levels and composition for the CEO to the Australian pay levels and composition. Australian pay levels are lower than US pay levels. Yet this is irrelevant. Much as the board would like to pay less, the fact is that our assets are US based, and managed by majority US based executives. To acquire, and retain, US based executives we have to pay North American rates of pay. To do otherwise would risk material harm to our business, and consequently shareholder value.   Executive KMP annual base salaries were not increased during TY2025. While the annual LTIP grants are greater as a percentage of salary, they reflect the longer performance and service periods of 42 months (compared with 36 months) in recognition of the transition of the financial year to a calendar year. The annual percentage of maximum STIP and LTIP opportunity remains unchanged.
	FY2025 Managing Director’s STIP outcome was high whereas the total shareholder return during the period declined.		TY2025 STIP scorecard assessment, and consequently payment outcomes were materially lower, below target, and reflective of the shareholder experience.   This included the Board making downwards adjustments to the individual performance ratings for the Managing Director and Executive Chairman, reflecting delays in the strategic partnering process.
	STIP 20% uplift if electing to receive as deferred equity		The Board decided to discontinue, with immediate effect, the Company’s practice of giving employees, including executive KMPs, the option to receive a 20% uplift in payment of STI by both deferring the payment for one year and converting the cash payment to equity. While the policy change is not as effective at conserving cash, or encouraging ownership, the board assessed risk as minimal, and a unique practice both in Australia and the US, so have addressed the concern of proxy advisers in this instance.

	Feedback		Response
	That 40% of the LTI is service-based		ISS incorrectly attributed 40% of the LTIP as subject to service-only vesting. At maximum, only 25% of the LTIP is subject to service. This is less than practice in the market in which most executive KMP are domiciled. ISS Australia policy does not support the use of time-based equity as it is inconsistent with ‘better market practice’ and shareholder interests. The guidelines do not say why paying executives in long term equity rather than cash salary is a poor practice and against shareholder interests.   Our purpose is to provide equity in lieu of cash salary for shareholder alignment, cash conservation, consistency with non-KMP employee remuneration, and consistency with U.S market practice as the majority (approximately 83%) of the Company’s employees are located.
	Relative TSR hurdle has vesting starting at the 25th percentile and lacks a positive TSR gateway.		A positive TSR gateway can lead to binary results. It can be demotivating if relative performance outperforms peers during a challenging market environment.   Our approach to avoid binary outcomes and the drawbacks of a positive TSR gateway has been a modifier. If the share price is 33% lower or higher over the performance period, the award result will be reduced or increased by 20%. This is consistent with maintaining a vesting schedule that varies vesting with a greater range of relative TSR performance. This permits realised remuneration to reduce for performance that is poorer than peers, and increase for performance greater than peers.
	LTI milestone granularity lacking		The Board has continued to set LTI targets that assume an FID will be taken and the Project advances into construction and production. While the Board recognises the desire for milestone granularity, this is not currently practical nor material. The Board has not set specific targets for budgets and schedule because these will not be known until the FID decision is made. The FID decision, on which vesting is contingent, is material.
	One-off grant under transition incentive plan		No one-off equity awards were made in TY2025

3.	Executive Remuneration

3.1	Remuneration strategy

•

attract, retain and motivate directors, executives and employees who will create value for shareholders by providing remuneration packages that are aligned with shareholder interests, are equitable and externally competitive;

•

provide a remuneration balance weighted toward risk and return to align with shareholders;

•

clearly align short and long-term company objectives to financial awards;

•

be fair and appropriate having regard to the performance of the Company and the relevant director, executive or employee and the interests of shareholders;

•

conserve cash in the development phase of the business by granting equity in lieu of cash where appropriate; and

•

comply with relevant legal requirements.

3.2	Relationship with company performance

•

Base salary is reviewed annually and adjusted for individual performance and benchmarks that may be reviewed from time to time to ensure competitiveness.  Executive KMP annual base salaries were not increased during TY2025.

•

Short term incentives are reviewed annually with awards granted based upon individual performance and Company results.  STI targets are benchmarked from time to time to ensure competitiveness.  STIs may range from 0% to 200% of target.  The Board reserves the right to grant STI outcomes greater than 200% of target for exceptional contributions to Company objectives, as well as exercise negative discretion when formulaic outcomes do not align with the shareholder experience.  In February 2026, the Board decided to discontinue, with immediate effect, the Company’s practice of giving employees, including KMPs, the option to receive a 20% uplift in payment of STI by both deferring the payment for one year and converting the cash payment to equity.  While the purpose of the practice was to encourage employee retention, increase alignment and conserve cash, it was a unique practice in the U.S. and Australia, and therefore was discontinued.

•

Equity grants are reviewed annually. The Board has a practice of granting a target grant ratio with a ratio of 60% performance-based PRs and 40% time-based PRs.  At maximum, the ratio is 75% performance-based and 25% time-based PRs. A key risk for Ioneer is not being able to attract and retain qualified and experienced U.S. executives and senior management. The remuneration framework is based on optimal shareholder alignment, cash conservation and alignment with U.S. market standards as the jurisdiction in which the majority of our employees are located.

o

Performance-based PRs comprise 60% of the annual target grant value (75% at maximum).  The final vesting may range between 0% to 200% of grant based on achievement of a scorecard of business objectives suited to the Company’s current pre-production phase, such that if all were achieved, they would add substantially to shareholder value.

o

Time-based PRs make up 40% of the annual target grant value, equivalent to 25% of maximum potential grant value.  Vesting is contingent upon the employee remaining employed to the vesting date.  Time-based PRs are a standard component of compensation in the U.S. market to encourage retention in key positions, which aligns with our ability to deliver results to shareholders; conserves cash that would otherwise have to be used for higher cash salaries and meets U.S. market standards.

3.3	Remuneration framework – linking reward to performance

•

Annual base salary: reviewed annually and adjusted based upon individual performance and competitive benchmarks that may be reviewed from time to time to ensure competitiveness.

•

Post-employment benefits: superannuation contributions for Australian based executives and similar retirement benefits savings for non-Australia based executives.

•

Total Fixed Remuneration (TFR): Annual base salary plus superannuation for Australia based executives and annual base salary for non-Australia based executives.

•

Short-term incentive (STI): Remuneration for performance measured over one year or less, including any deferred amounts.

•

Equity incentive grants: Performance and/or time-based equity granted under shareholder approved equity plans.

3.3.1

Base Salary

(1)

Base salaries are shown in the above table at contract amounts. Where executive KMP have not worked a full-time load or superannuation caps have been met and excess amounts taken as salary, it will not agree with the table in the “Statutory Remuneration” section below.  April Hashimoto was appointed Interim Chief Financial Officer on 6 November 2025 pursuant to a consulting services contract whereby she is compensated based on an hourly rate.  April Hashimoto invoiced the Company for US$12,710 for services she provided during the period in TY2025 that she was an executive KMP (4 December 2025 to 31 December 2025).

(2)

Ian Bucknell resigned as Chief Financial Officer and Company Secretary effective 4 December 2025.

(3)

April Hashimoto was appointed Interim Chief Financial Officer on 6 November 2025 pursuant to a consulting contract by which she is paid based on an hourly rate.  The amount shown as base pay reflects the amount invoiced under the consulting contract for the period that April Hashimoto was an executive KMP (4 December 2025 to 31 December 2025).

3.3.2

Short-Term Incentive (STI)

	Feature		Approach
	Purpose		Align team and individual performance and behaviours with annual Group objectives.   Provide individuals with a competitive market position for total reward (i.e. variable and fixed pay components).
	Eligibility		Those considered for participation in the program must be able to impact the performance of their own work area, their business or function and contribute to the Group’s overall performance.
	Form of payment		TY2025 STIP was awarded in cash, which is the default form of payment. The Company reserves the right to award STIP as equity if appropriate.   In February 2026, the Board decided to discontinue, with immediate effect, the Company’s practice of giving employees, including executive KMPs, the option to receive a 20% uplift in payment of STI by both deferring the payment for one year and converting the cash payment to equity.
	Opportunity		The maximum STI opportunity as a percentage of base salary for the executive KMP with the numbers in brackets reflecting the shorter performance period for TY2025 are as follows:   Executive Chair: 120% (60% for TY2025) Managing Director: 160% (80% for TY2025) Senior Vice President Engineering & Operations: 100% (50% for TY2025) Interim Chief Financial Officer: 100% (50% for TY2025) Vice President Human Resources: 80% (40% for TY2025) Vice President Commercial Sales & Marketing: 80% (40% for TY2025) Vice President – Corporate Development and External Affairs: 80% (40% for TY2025)   The maximum STI was prorated for the TY2025 six-month performance period (1 July 2025 to 31 December 2025).   Target STI opportunity is half of the maximum STI opportunity.
	Performance period		Six months from 1 July 2025 to 31 December 2025 and thereafter 1 year, 1 January to 31 December
	Performance measures		Annual executive KMP performance is set and assessed based upon a set of key Company targets (scorecard) that directly affect shareholder value and are directly linked to the Ioneer Strategic Plan. This formulaic scorecard outcome is 75% of the executive KMP’s individual STI award.   Each scorecard goal is measured, weighted according to its importance, and assessed quantitatively.   The remaining 25% is the contribution to organisational objectives and performance in role (individual component).   Both the scorecard and individual component can achieve up to 200% of target (100% of maximum).   At the start of each performance period, the Board determines Company hurdles with threshold and maximum performance levels which form the STI goal.  Additionally, the MD reviews and approves the goals of each executive KMP, ensuring alignment with Company objectives.   The target levels of performance set by the Board are challenging and are driven by an annual target setting exercise and longer-term strategic objectives.  Achievement of target levels of performance delivers the payment of 50% of STI maximum opportunity.

	Feature		Approach
	Board discretion		The Board reserves the right to grant above 200% of target STI for truly exceptional contributions to the business or to exercise negative discretion if the formulaic outcome does not accord with the shareholder experience, behaviours not consistent with the Company’s code of conduct, reputational damage, safety or environmental expectations, or the Board’s overall assessment of performance on a holistic basis.
	Clawback		The Board can clawback previous incentive awards that may have been awarded erroneously. The following are examples of such circumstances, including:   •    A restatement of any financial measure or target upon which an incentive award was based; •    A restatement of the Company’s financial statements even though the restatement did not involve a metric that was explicitly part of an incentive award calculation; •    The serious or gross misconduct, fraud, bribery, severe reputational damage, and any other deliberate, reckless, or unlawful conduct that may have a serious adverse impact on Ioneer, its reputation, customers, the environment, or its people which resulted in dismissal, or the Board considers at its discretion would have justified the dismissal. In exceptional cases, Remco may determine that recovery of incentive awards is appropriate though dismissal does not occur.
	Treatment on termination		If the executive is deemed a good leaver, STI is rewarded on a pro rata basis for time served. PRs lapse if an employee resigns.

3.3.3

Long-Term Incentive (LTI) Equity Grants

	Feature
	Purpose		To align executive accountability and remuneration with the long-term interests of shareholders by rewarding for the delivery of sustained performance.
	Participants		All executive KMP and senior management members.   The Board may at its discretion make invitations to or grant awards to eligible persons. Eligible persons include executive directors or executive officers of the Group, employees, contractors or consultants of the group or any other person.

	Feature
	Instruments issued		Performance rights (PRs) to acquire ordinary shares in the Company for nil consideration.   Within 30 days after the vesting date in respect of a vested instrument, the Company, at its discretion only, must either allocate shares or procure payment to the participant of a cash amount equal to the market price of the shares which would have otherwise been allocated.
	Allocation value		10-day VWAP prior to start of the performance period
	Maximum value		Maximum incentive opportunity as a percentage of base salary is unchanged from FY2025. The numbers in brackets reflect the longer performance period (42 months compared with 36 months) for TY2025:  Amounts are as follows:   Executive Chair: 72% (84% for TY2025) Managing Director: 144% (168% for TY2025) Vice President Human Resources: 48% (56% for TY2025) Vice President Commercial Sales & Marketing: 48% (56% for TY2025) Senior Vice President Engineering & Operations: 102% (119% for TY2025) Vice President Corporate Development and External Affairs: 60% (70% for TY2025)   Executive KMP are granted 50% of the maximum number of PRs to vest.
	Performance period		3.5 years, 1 July 2025 to 31 December 2028 (to transition to a calendar year performance period), thereafter 3 years
	Vesting Date		As soon as practicable after end of performance period but not later than March 2029
	Performance measures		Annually executive KMP performance targets are set and then assessed on a range of key measures that are critical to shareholder value and are directly linked to the Ioneer Strategic Plan.  At this point in the Rhyolite Ridge Project, targets are focused on moving through the Project’s objectives of permitting, engineering, funding and construction.   Each scorecard measure is measured, weighted according to its importance, and is assessed objectively.   At the grant date, the Board determines the hurdles and minimum, target and maximum levels of performance which form the LTI scorecard.   The target levels of performance set by the Board are challenging and are driven by an annual goal setting exercise and the longer-term strategic plan.  Achievement of target levels of performance delivers the payment of 50% of LTI maximum opportunity.  Payments from threshold to maximum opportunity are on a straight-line basis consistent with the level of performance attained.   Details can be found in section 4.3.3.2 below.

	Feature
	Acquisition of performance rights		The PRs are issued by the company and held by the participant subject to the satisfaction of the vesting conditions.  The number of PRs held may be adjusted pro-rata, consistent with ASX adjustment factors for any capital restructure.   If the PRs vest, executives receive newly issued shares or shares acquired on market.  Trading restrictions may apply to the newly issued shares.
	Treatment of dividends and voting rights		Unvested PRs do not have voting rights or accrue dividend benefits.
	Restriction on hedging		Hedging of PRs by executives is not permitted
	Treatment on termination		If the executive is deemed a good leaver, PRs are prorated for time served. PRs lapse if an employee resigns.
	Board Discretion		The board may apply downward discretion as appropriate.   The Company may adjust downwards the number of performance-based PRs where there has been a material negative misstatement of results to align executive awards with shareholder outcomes.
	Clawback		The Board can clawback previous incentive awards that may have been awarded erroneously. The following are examples of such circumstances, including:   •     A restatement of any financial measure or target that an incentive award was based upon; •    A restatement of the Company’s financial statements even though the restatement did not involve a metric that was explicitly part of an incentive award calculation; •   The serious or gross misconduct, fraud, bribery, severe reputational damage, and any other deliberate, reckless, or unlawful conduct that may have a serious adverse impact on Ioneer, its reputation, customers, the environment, or its people which resulted in dismissal, or the Board considers at its discretion would have justified the dismissal. In exceptional cases, Remco may determine that recovery of incentive awards is appropriate though dismissal does not occur.
	Minimum Share ownership		Executive KMP are expected to achieve a minimum share ownership in the Company over a 5-year period. The minimum level for the Managing Director is 5 times his base salary.  The minimum level for other executives is 3 times their base salaries.
	Change of control		Vesting is subject to board discretion, taking into account performance to the date of change in control.

	Feature
	Purpose		To provide equity in lieu of cash salary for shareholder alignment, cash conservation, consistency with non-KMP employee remuneration, and consistency with U.S market practice as the majority (approximately 85%) of the Company’s employees are located in the U.S.
	Participants		All executive KMP and senior management members   The Board may at its discretion make invitations to or grant awards to eligible persons.  Eligible persons include executive directors or executive officers of the Group, employees, contractors or consultants of the group or any other person.

	Feature
	Instruments issued		PRs to acquire ordinary shares in the Company for nil consideration.   Within 30 days after the vesting date in respect of a vested instrument, the Company, at its discretion only, must either allocate shares or procure payment to the participant of a cash amount equal to the market price of the shares which would have otherwise been allocated.
	Allocation value		10-day VWAP prior to start of the performance period
	Value at grant		Maximum time-based PRs opportunity as a percentage of base salary is unchanged from FY2025.  The numbers in brackets reflect the longer service period (42 months compared with 36 months) for TY2025.  Amounts are as follows:   Executive Chair: 24% (28% for TY2025) Managing Director: 48% (56% for TY2025) Vice President Human Resources: 16% (18.67% for TY2025) Vice President Commercial Sales & Marketing: 16% (18.67% for TY2025) Senior Vice President Engineering & Operations: 34% (39.67% for TY2025) Vice President Corporate Development & External Affairs: 20% (23.33% for TY2025)
	Service period		3.5 years, 1 July 2025 to 31 December 2028 (to transition to a calendar year performance period), thereafter 3 years.
	Service measurement date		31 December 2028
	Vesting Date		1 January 2029
	Acquisition of PRs		The PRs are issued by the Company and held by the participant subject to the satisfaction of the vesting conditions.  The number of instruments held may be adjusted pro-rata, consistent with ASX adjustment factors for any capital restructure.   If the PRs vest, executives receive newly issued shares or shares acquired on market.  Trading restrictions may apply to the newly issued shares.
	Treatment of dividends and voting rights		Unvested PRs do not have voting rights or accrue dividend benefits.
	Restriction on hedging		Hedging of PRs by executives is not permitted
	Treatment on termination		If the executive is deemed a good leaver, PRs are prorated for time served.  PRs lapse if an employee resigns.
	Adjusting Awards		The Company may adjust downwards the number of time-based PRs where there has been a material negative misstatement of results to align executive awards with shareholder outcomes.

	Feature
	Clawback		The Board can clawback previous time-based incentive awards that may have been awarded erroneously. The following are examples of such circumstances, including: •     The serious or gross misconduct, fraud, bribery, severe reputational damage, and any other deliberate, reckless, or unlawful conduct that may have a serious adverse impact on Ioneer, its reputation, customers, the environment, or its people which resulted in dismissal, or the Board considers at its discretion would have justified the dismissal. In exceptional cases, Remco may determine that recovery of incentive awards is appropriate though dismissal does not occur.
	Minimum Share ownership		Executive KMP are expected to achieve a minimum share ownership in the Company over a 5-year period.  The minimum level for the Managing Director is five times base salary.  The minimum level for other executives is three times base salaries.
	Board Discretion		The board may apply discretion as appropriate.
	Change of control		Vesting is subject to board discretion, taking into account performance to the date of change in control.

3.4	Performance and remuneration outcomes for TY2025

3.4.1

Company performance

			6 months ended				12 months ended				12 months ended				12 months ended				12 months ended				12 months ended				12 months ended
			31-Dec- 25				30-Jun-25				30-Jun- 24				30-Jun- 23				30-Jun- 22				30-Jun- 21				30-Jun- 20
	Net Loss after tax (US$’000)			(4,070	)			(9,553	)			(7,825	)			(6,391	)			(8,502	)			(14,032	)			(3,700	)
	Basic loss per share (US CPS)			(0.169	)			(0.405	)			(0.336	)			(0.305	)			(0.422	)			(0.803	)			(0.232	)
	Diluted loss per share (US CPS)			(0.169	)			(0.405	)			(0.336	)			(0.305	)			(0.422	)			(0.803	)			(0.232	)
	Dividends per share			-				-				-				-				-				-				-
	Closing share price (A$)			0.19				0.10				0.15				0.34				0.41				0.35				0.13
	5-year TSR			(33.93	%)			(22.40	%)			11.11	%			(5.56	%)			182.76	%			600.00	%			3150.00	%

3.4.2

TY2025 performance and STI outcome (performance period 1 July 2025 to 31 December 2025)

Executive	Target STI (% base salary) 1	Weighted Outcome (% target)	Weighted Outcome (% maximum)	Payout ($)
James Calaway2	60%	61%	31%	45,938
Bernard Rowe2	80%	64%	32%	100,362
April Hashimoto3	50%	64%	32%	4,069
Ken Coon4	20%	71%	36%	19,070
Yoshio Nagai4	20%	70%	35%	19,910
Chad Yeftich	40%	70%	35%	40,660
Matt Weaver	50%	80%	40%	66,706

(1)	Each executive KMP annual target STI shown in the table was prorated for the six-month performance period (1 July 2025 to 31 December 2025).  The STI awards for executive KMP were split between Company performance (75%) and individual performance (25%) and awarded in cash.

(2)	The Board made downward adjustments to the individual performance ratings for the Managing Director and Executive Chairman, reflecting delays in the strategic partnering process.

(3)	April Hashimoto provides services pursuant to a consulting agreement and therefore her STI payout was based on the services invoiced from her designation as an executive KMP on 4 December 2025 to 31 December 2025.

(4)	For Ken Coon and Yoshio Nagai, the STI annual targets were reduced from 40% to 20% to reflect their 50% work schedule.

3.4.3

LTI PRs vesting

3.4.4

Statutory remuneration

(1)

Share based payment expense for the 2025 Transition Period (six months ended December 31, 2025).

(2)

Ian Bucknell resigned as Chief Financial Officer and Company Secretary effective 4 December 2025.  Amounts in brackets are the result of the reversal of accrued long service leave, and reversal of share-based expense relating to forfeited performance rights that were reversed upon Ian Bucknell’s resignation.

(3)

April Hashimoto was appointed Interim Chief Financial Officer on 6 November 2025 pursuant to a consulting contract by which she is paid based on an hourly rate and participates in STIP.  The amount shown as base pay reflects the amount invoiced under the consulting contract for the period that April Hashimoto was an executive KMP (4 December 2025 to 31 December 2025).

(4)

Ken Coon and Yoshio Nagai transitioned from full-time to part-time employment, effective 1 January 2025.

(5)

Non-monetary benefits relate to leased accommodation provided to Executive in Reno.

3.4.5

KMP shareholdings

(1)

Ian Bucknell resigned as Chief Financial Officer and Company Secretary effective 4 December 2025.

(2)

April Hashimoto was appointed Interim Chief Financial Officer pursuant to a consulting contract effective 6 November 2025 and became an executive KMP on 4 December 2025.

Name	Grant Date	Vesting Date	Expiry Date	Fair value at grant	Exercise Price	Balance at 30/06/25	Options Granted	Options Exercised	Options Lapsed	Balance at 31/12/25	Financial year to vest
James D. Calaway	16/11/2020	16/11/2021	16/11/2025	0.138	0.185	326,323	-	-	(326,323)	-	2022
Sub Total						326,323	-	-	(326,323)	-
Alan Davies	16/11/2020	16/11/2021	16/11/2025	0.138	0.185	326,323	-	-	(326,323)	-	2022
Sub Total						326,323	-	-	(326,323)	-
Total						652,646	-	-	(652,646)	-

3.5	Key terms of executive KMP employment contracts

3.5.1

Notice and termination payments

Position
Executive chair	12 months	1 month	1 month	Nil	Pro-rata for time served as executive	Lapses
Managing Director	Open term agreement	6 months	6 months	12 months	Pro-rata for   good leavers	Lapses
Executive KMP1	Open term agreement	6 Months	3 Months	12 months	Pro-rata for   good leavers	Lapses
Interim CFO1	Fixed term agreement	90 Days	90 Days	Nil	Not applicable	Not applicable

3.5.2

Executive Directors’ employment agreements

	Feature
	Term	Expected to continue until a Final Investment Decision (FID) has been accomplished.  The FID is expected to be achieved in FY2026.
	Base Salary	US$250,000 per annum, effective 4 January 2025.  This is in addition to the existing non-executive chair remuneration of US$185,000.   Base salary does not include pension and non-cash benefits.
	STI	The executive chair is eligible for a target bonus that is 60% of base salary.  Maximum STI is 200% of target (120% of base salary).   Further details are discussed in section 4.3.2.

	Feature
	Equity Grants	The executive chair is eligible for an equity grant at 60% of base salary in the form of PRs.   60% of the PRs will be performance based.  40% of the PRs will be time based.  As the executive chair’s contract is defined in U.S. dollars, the number of PRs awarded is calculated using a 10-day VWAP up to and including the last day of the performance period and the closing exchange rate as at the last day of the performance period.   Performance based awards may range from 0 to 200% of grant based upon achievement of pre-established targets. Maximum performance-based PRs is 72% of base salary. Time based PRs is 24% of base salary.   Further details are discussed in section 4.3.3.
	Termination	Either party may terminate the contract with one month’s notice.  The Company may also terminate the contract without notice in circumstances such as material breach or serious misconduct.

	Feature
	Term	Open term agreement
	Base Salary	A$585,000 per annum.   Base salary does not include superannuation and non-cash benefits.
	STI	The MD is eligible for a target bonus that is 80% of base salary.  Maximum STI is 200% of target (160% of base salary).   Further details are discussed in section 4.3.2.
	Equity Grants	The MD is eligible for an equity grant at 120% of base salary in the form of PRs.   60% of the PRs will be performance based.  40% of the PRs will be time based.   Performance based awards may range from 0 to 200% of grant based upon achievement of pre-established targets. Maximum performance-based PRs is 144% of base salary. Time based PRs is 48% of base salary.   Further details are discussed in section 4.3.3.
	Termination	By executive: 6 months’ notice By company: 6 months’ notice

	Feature
	Executive KMP	Senior vice president engineering & operations Vice president human resources Vice president commercial sales & marketing Vice president corporate development & external affairs
	Term	Open-term agreements
	Base Salary	See section 4.3.1.   Base salary does not include superannuation and non-cash benefits.
	STI	For TY2025, the:   •       Senior vice president engineering & operations is eligible for a target bonus that is 50% of base salary.  Maximum STI is 200% of target (100% of base salary).   •       Vice president human resources is eligible for a target bonus that is 40% of base salary.  Maximum STI is 200% of target (80% of base salary).   •       Vice president commercial sales & marketing is eligible for a target bonus that is 40% of base salary.  Maximum STI is 200% of target (80% of base salary).   •       Vice president commercial corporate development & external affairs is eligible for a target bonus that is 40% of base salary.  Maximum STI is 200% of target of target (80% of base salary).   Further details are discussed in section 4.3.2.
	Equity Grants	LTIP is comprised of two components, 60% of the PRs are performance based and 40% of the PRs are time based.   Performance-based awards may range from 0 to 200% of grant based upon achievement of pre-established targets.   LTIP targets are as follows:   •         Senior vice president engineering & operations is eligible for an equity grant at 85% of base salary in the form of PRs.  Maximum performance-based PRs is 102% of base salary.  Time based PRs is 34% of base salary.   •       Vice president human resources is eligible for an equity grant at 40% of base salary in the form of PRs.  Maximum performance-based PRs is 48% of base salary. Time based PRs is 16% of base salary.   •       Vice president commercial sales & marketing is eligible for an equity grant at 40% of base salary in the form of PRs.  Maximum performance-based PRs is 48% of base salary.  Time based PRs is 16% of base salary. •        Vice president commercial corporate development & external affairs is eligible for an equity grant at 50% of base salary in the form of PRs.  Maximum performance-based PRs is 60% of base salary.  Time based PRs is 20% of base salary.   Further details are discussed in section 4.3.3.

	Feature
	Termination	By executive: 3 months’ notice By company: 6 months’ notice

4.	Non-executive Director remuneration policy

4.1	Remuneration Policy

		Chair								Member
		Cash				Equity				Cash				Equity
Board		$	150,000			$	35,000			$	60,000			$	25,000
Audit & Risk committee		$	5,000				-				-				-
Remuneration committee		$	5,000				-				-				-
Projection Execution committee		$	5,000				-				-				-
Environmental, Health, Safety and Sustainability committee		$	5,000				-				-				-

4.2	NED equity

	Feature
	Purpose	Issued in lieu of paying remuneration in cash.
	Participants	The executive chair and NEDs.
	Instruments issued	Time-based Performance Rights (PRs).
	Allocation value	10-day VWAP up to the AGM.
	Value of PRs to be granted	Executive chair: US$35,000 (18.9% of total non-executive chair fees).   NEDs: US$25,000 (27.8% of total NED fees).
	Vesting Date	1 year from date of approval.
	Acquisition of PRs and shares	PRs are issued by the company and held by the participant subject to the satisfaction of the time requirement.  The number of PRs held may be adjusted pro-rata, consistent with ASX adjustment factors for any capital restructure.   If the PRs vest, NEDs receive newly issued shares.
	Treatment of dividends and voting rights	PRs do not have voting rights or provide dividend payments.
	Equity Incentive Plan and/or clawback	N/A

	Feature
	Restriction on hedging	Hedging of PRs by NEDs is not permitted.
	Treatment on termination	Some or all of the grants may remain on foot.