Governance body oversight and management's role

Index: paragraph 6 maps to sections 16.1, 16.1.1, 16.2 and 16.2.1 (pp.136–138); 6(b)(ii) also to 14.1.

Board and committees (p.136). The Board reviews and approves strategic direction, including the implications of climate-related risks and opportunities for business model, financial position, financial performance and cash flows. Responsibilities sit in formal Charters, reviewed at least every two years. The Safety & Sustainability Committee oversees the processes for identifying, assessing and managing climate-related risks and opportunities, recommends material climate-related targets to the Board and monitors progress. The Audit & Risk Management Committee reviews the financial components of the climate disclosures. The People & Performance Committee advises on climate in remuneration. The Board considers performance against key climate targets quarterly.

Skills (pp.136–137). The FY26 Board Skills Matrix review included a consultant benchmarking exercise and identified Energy Transition and ESG as a priority area.

Management (p.137). The Managing Director & CEO translates strategy into plans and delegates to the Executive Team, which collectively is accountable for managing climate-related risks. Tier 1 risks are reviewed at least twice a year.

Remuneration (p.138). Climate metrics sit in the short-term and long-term incentive plans; 7.8% of total executive remuneration recognized in FY26 is linked to climate considerations.

The Board of Directors (the Board) is responsible for setting and overseeing AMP's strategic direction, including climate‑related risks and opportunities, through governance structures and risk management frameworks. The Board, supported by the Board Risk and Compliance Committee (BRCC) and the Board Audit Committee (BAC), has oversight of climate‑related matters. The BAC oversees the annual sustainability reporting process which is approved by the Board. The CEO and Executive Committee (ExCo) manage and monitor AMP's climate‑related risks and opportunities through the Group Risk and Compliance Committee (GRCC), which comprises all members of the ExCo.

Governance framework diagram: AMP Limited Board (including CEO) → oversees management of AMP for shareholders, approves the strategic plan and risk appetite → Board Audit Committee (oversees climate‑related disclosures and reporting of AMP) and Board Risk and Compliance Committee (oversees climate‑related risks and opportunities of AMP) → Executive Committee (responsible, with the CEO, for executing strategic objectives and managing AMP's operations) → Group Risk and Compliance Committee (responsible for the risk management framework and managing key risks, including climate‑related risks and opportunities), supported by the Sustainability Steering Committee and Sustainability Working group.

1.1 Roles and responsibilities

The Board has ultimate responsibility for the oversight of climate‑related risks and opportunities. In accordance with the Board Charter, it is responsible for approving the following on an annual basis:

• approving AMP's risk management framework (including Risk Appetite Statement and Risk Management Strategy).
• approving AMP's approach to managing climate‑related risks and opportunities.
• approving AMP's annual Sustainability report, including climate‑related strategy.

To assist the Board in discharging its climate‑related responsibilities, the Board has delegated authority to the BAC and BRCC. The BAC oversees the effectiveness of AMP's financial reporting, audit processes, and risk management framework. This includes managing climate‑related matters such as:

• overseeing AMP's annual sustainability reporting requirements (including the Sustainability report) and recommending to the Board for approval on an annual basis.
• overseeing independent audit and assurance processes over sustainability reporting.

The BRCC is responsible for overseeing the implementation and operation of AMP's risk and compliance management framework, its risk profile and appetite, including climate‑related matters, which include:

• recommending AMP's Risk Appetite Statement and Risk Management Strategy to the Board for approval on an annual basis.
• overseeing and monitoring climate‑related risks and opportunities.
• reviewing material climate‑related targets and plans, recommending to the Board for approval, and overseeing progress towards such targets and plans (as applicable).
• approving the annual climate‑related risks and opportunities assessment each year.

1.2 Management committees

The GRCC comprising the CEO and all members of ExCo, facilitates the implementation of the risk management framework and manages key risks facing AMP, including climate‑related risks and opportunities. The GRCC discusses the climate‑related risks and opportunities assessment on an annual basis. This is then provided to the BRCC for approval. This assessment considers AMP's strategy with trade‑offs expressed through prioritising risks and opportunities using inherent and residual risk ratings, determined by their relative impact on financial and non‑financial outcomes to various stakeholder groups.

The GRCC is supported by the Sustainability Steering Committee and the Sustainability Working group. The Sustainability Steering Committee provides oversight into the process of developing and implementing climate‑related reporting in accordance with the AASB S2 requirements. This process is executed by the Sustainability Working group, which also manages cross‑functional coordination and implementation of climate‑related initiatives. The Sustainability Steering Committee reviews and provides feedback on the development of climate‑related disclosures at least on a quarterly basis, ensuring alignment with strategic objectives and regulatory expectations.

1.3 Management responsibilities

The Board delegates day‑to‑day responsibility for assessing and managing climate‑related risks and opportunities to the CEO, who is supported by a team of management executives with defined responsibilities for climate‑related matters. While operational responsibility is delegated to management, the Board retains oversight through its committees, which monitor climate‑related risks, opportunities, and progress, and provide updates to the Board as required.

1.4 Management controls and procedures

Management's oversight of climate‑related risks and opportunities is supported by controls and procedures relating to the identification of climate‑related risks and opportunities through its Risk Management Strategy and monitoring performance through regular reporting to management committees. Climate risk is identified as a key material risk within the Risk Management Strategy and is therefore considered across all internal functions. AMP's risk management system allows for documentation of climate‑related risks, the controls or mitigating actions that are in place, and the accountable owners. Management has procedures and systems in place for the data collection and measuring of greenhouse gas emissions and oversight of the communication of this information externally.

1.5 Board skills and experience

AMP is dedicated to maintaining a Board whose members collectively bring an appropriate mix of skills, commitment and diversity to support effective decision‑making on matters which include oversight of climate‑related risks and opportunities. To support this, the Board has implemented a comprehensive skills matrix which outlines the combination of skills and experience that the Board considers crucial, both at present and looking ahead. The matrix indicates the degree to which skills and experiences are currently represented among Board members to enable the Board and its committees to fulfil the responsibilities detailed in their respective charters. It is reviewed annually by the Nomination Committee and approved by the Board to ensure its ongoing suitability. It is also reviewed for alignment with AMP's strategy and periodically alongside externally facilitated Board effectiveness reviews.

Each director completes a self‑assessment by rating their expertise against the skills matrix competency areas, which, as relevant to climate reporting, assesses a director's (i) ability to understand and analyse sustainability reports, including the assessment of and responses to climate risks and opportunities, and to contribute to the oversight of the integrity of sustainability record keeping and reporting; and (ii) experience in identifying, assessing and monitoring systemic, existing and emerging financial and non‑financial risks, including environmental and social risks. Ratings are subsequently reviewed, and if required, adjusted in consultation with the Board Chair. Board training, workshops and education sessions are provided to strengthen and sustain the skills and knowledge necessary for directors to effectively discharge their duties as AMP directors.

1.6 Executive remuneration

The Remuneration Committee at AMP is responsible for recommending and overseeing executive remuneration arrangements at least annually to ensure they align with company objectives, risk considerations and regulatory requirements. Each year, the Board sets key performance objectives on the AMP scorecard aligned to key results areas, including clear goals, metrics, and targets for each purpose, which are detailed in AMP's Remuneration report as part of the annual reporting suite.

AMP's executive remuneration framework does not include direct climate‑related performance metrics. There is no linkage between executive remuneration outcomes and climate‑related risks or opportunities at this time. The Board and Remuneration Committee will continue to review and assess the measures within the remuneration framework to ensure alignment with AMP's strategic objectives and governance practices.

1.1 Ampol Board oversight of climate-related risks and opportunities

The Ampol Board (Board), including its committees, considers, reviews and monitors climate-related risks and opportunities, including trade-offs, as part of its decision-making processes and investment considerations. The Board approves and oversees the implementation of Ampol's overall purpose and strategic direction, including strategies pertaining to climate-related risks and opportunities, through Board-hosted workshops held twice a year. The Board also approves Ampol's five-year business plan and annual budget, which includes the provision of significant capital expenditure to address climate-related risks and opportunities.

1.2 Governance overview

Ampol Board: The Board is responsible for the oversight of key corporate governance policies and risk management. It sets the risk appetite for climate-related risks and opportunities, approves key policies for publication on the Ampol website, and key sustainability initiatives and disclosures.

Committees: Safety & Sustainability Committee (S&SC), Audit Committee, People & Culture Committee, Nomination Committee.

Management roles:

• Managing Director and CEO (MD & CEO): Responsible for climate-related matters at highest management level.
• Ampol Leadership Team (ALT): Responsible for monitoring operational mechanisms, performance metrics, key systems and internal controls, setting targets, and informing the Board and its committees.
• Chief Financial Officer (CFO): Responsible for incorporating climate-related matters into financial practices, financial reporting (including climate-related financial disclosures) and disclosure activities for alignment to financial reporting, as well as for the alignment of activities across the support functions.

Management functions:

• Investment Committee: Oversees the effective allocation of capital to support Ampol's overarching objective of maximising long-term shareholder value and returns.
• Decarbonisation Project Review Board (PRB): Provides oversight on Ampol's decarbonisation programs, including capital allocation, emissions forecasting and delivery of emissions reductions against public targets. The Decarbonisation PRB meets quarterly to monitor decarbonisation initiatives and overall progress, and to forecast and monitor emissions reductions necessary for regulatory and compliance requirements, including the Safeguard Mechanism.

Support functions: General Manager, Investor Relations and Sustainability (overseeing the Group sustainability function which sets sustainability strategy, policies and targets including climate-related ones, and leads preparation of external compliance and voluntary reporting and climate-related internal progress reports for review by the ALT, Decarbonisation PRB and Board committees); General Manager, Group Risk and Audit (overseeing Group risk management and internal audit frameworks); Strategy (integrating climate considerations into business strategy and growth initiatives, conducting scenario analysis); Finance (overseeing financial reporting and business planning and budgeting for the Group, including as it pertains to climate-related matters).

Oversight of the Ampol Risk Management Framework is the responsibility of the Board, with each standing committee delegated oversight of specific financial and/or non-financial risks. Ampol has developed decarbonisation management plans which outline its approach and initiatives to meet its emissions reduction targets.

1.3 Board Committees

Four standing committees support the Board in fulfilling its responsibility of overseeing climate-related matters, each with a distinct role and mandate documented in a Committee Charter. Each standing committee is delegated oversight of specific financial and/or non-financial risks and coordinates the identification and integration of climate-related risks within their remit into the ARMF. Directors receive all committee papers and are invited to attend committee meetings of which they are not a standing member. At each Board meeting, the Chair of each committee gives an update on significant discussion, decisions and recommendations from the relevant committee meeting.

1.3.1 Safety and Sustainability Committee (S&SC)

Meets four times a year and supports the Board by: conducting a risk review with management to assess whether climate-related risks are within Board-approved risk appetite; reviewing effectiveness of processes for assessing trends/changes, identifying new/emerging risks, implementing internal controls, and monitoring compliance; reviewing Ampol's Annual Report as it pertains to climate-related disclosures; overseeing sustainability approach effectiveness; and monitoring progress against climate-related targets. The S&SC reviews and recommends climate-related metrics and targets, developed through the Sustainability function, to the Board for approval. Once approved, targets are reviewed by the S&SC quarterly against reports produced by the Sustainability and Risk functions. The approved targets are integrated into remuneration targets, reinforcing accountability and alignment with strategic objectives.

1.3.2 Audit Committee (AC)

Meets quarterly and is responsible for oversight of Ampol's assurance framework applying to climate-related reporting, including objectivity/independence of statutory auditor and assurance provider. Reviews corporate reporting, financial risk management and internal control processes as they relate to sustainability and climate reporting.

1.3.3 People and Culture Committee (P&CC)

Meets quarterly and, in consultation with the S&SC, assists the Board in relation to how climate-related measures should be represented in the Ampol scorecard and the associated determination of annual short-term incentive outcomes for Senior Executives. The percentage of Senior Executives' remuneration recognised in 2025 linked to the climate-related performance measure can be found in the Remuneration Report.

1.3.4 Nomination Committee

Assists the Board with overseeing Board succession planning and determining that the Board collectively has the necessary skills and expertise to understand climate-related matters and associated risks and opportunities.

1.4 Management's role

The Board has authorised the MD & CEO to oversee Ampol's day-to-day business and operations within delegations of authority approved by the Board. The ALT, led by the MD & CEO, is responsible for development, review and endorsement of Group strategies, plans and priority projects, including: approving the annual sustainability plan and ensuring alignment with strategic priorities/climate objectives, monitoring the plan and reporting quarterly to the S≻ integrating climate scenario analysis, including long-term risks and opportunities, into strategic planning; monitoring external climate developments and supporting climate-related disclosures; ensuring climate-related targets are set, progress is monitored, and relevant performance metrics are incorporated into remuneration targets; and monitoring operational mechanisms and internal controls to manage climate-related risks and opportunities.

1.5 Skills and competencies

Each year, Directors self-assess their individual skills and experience, and the ratings inform the Board skills matrix, overseen by the Nomination Committee. The Board skills matrix identifies skills and experience the Board collectively has to address existing and emerging governance matters, including sustainability and climate change initiatives, risk management and reporting. Periodically the S&SC meeting includes an education item to raise understanding of emerging practices in managing climate-related risks/opportunities and AASB S2 reporting requirements. The May 2025 S&SC meeting included an education session on assessing climate resilience and the November 2025 meeting included a session on AASB S2 and directors' duties in the context of the climate reporting regime.

Board (pages 38–39). The Board has ultimate responsibility for approving strategy and overseeing its execution, and ensures climate-related risks and opportunities are considered in strategy, business plans and risk management. Under the Board Charter it oversees the Risk Management Framework and reviews policies and performance on climate change and sustainability. Oversight covers strategy reviews; approval of business plans, major capital expenditure and annual budgets (including emissions, carbon costs and climate-related investments); and approval and monitoring of climate-related targets, including short term incentive and longer-term emissions reduction targets. Biannual reviews of material risks and half-yearly Sustainability Update papers inform the Board.

Committees and management (page 39). The Audit and Risk Committee oversees the Risk Management Framework, including an annual deep-dive review of climate-related risks and opportunities. The Remuneration and Nomination Committee recommends climate-related STI targets for Board approval. The Technical Committee considers asset emissions profiles and alignment with climate-related targets in investment decisions. Day-to-day responsibility is delegated to the Managing Director and Chief Executive Officer, supported by the Executive Team. Management is supported by the Sustainability Steering Committee and the Climate Advisory Committee, whose responsibilities are reflected in approved terms of reference.

Board oversight (p. 85). The Board is responsible for governance and oversight of climate change issues, including strategic approach, risk management, investment decisions, public disclosures and executive remuneration, supported by four standing Committees. It met 13 times in FY2026, with climate-related matters regularly on the agenda, and is informed through papers, management updates and material risk reports. Climate-related skills are assessed in a Board skills matrix (Corporate Governance Statement, p. 101), and the Board had an externally supported climate governance session in FY2026.

Committees (p. 86).

• Sustainability Committee: monitors climate strategy and performance against public targets and goals; meets at least three times a year.
• Risk and Audit Committee: reviewed the climate-related financial disclosures before Board approval; meets at least four times a year.
• People and Remuneration Committee: for FY2026, 10% of Cash and Deferred Plan metrics (5.1% of total target remuneration for the CEO, on average 5.4% for other Executive KMP) were weighted toward decarbonization.
• Nomination and Governance Committee: reviews climate-related policies, targets and goals and Board skills; meets at least three times a year.

Management (p. 86). The CEO, supported by the ELT, manages climate-related matters within Board-approved delegations. Named roles include OpCo, Group Officers (including the Chief Risk Officer) and asset and function teams.

Board and Committees (pp. 177–178). The Board is ultimately responsible for strategic direction on climate and sustainability and has four standing Committees to assist. Board and Committee Charters are reviewed at least annually. The Board, Committees and management, as applicable, consider trade-offs associated with climate-related risks and opportunities (CRROs). In FY2026 the Board approved the CRROs for inclusion in the report. From 1 February 2026 three committees were discontinued and the Safety and Sustainability Committee (SSC), Audit, Risk and Technology Committee (ARTC) and People, Culture and Remuneration Committee (PCRC) were established. The SSC reviews targets, the decarbonization pathway and enablers at least annually and considered half-yearly CRRO updates; the ARTC reviews and recommends the climate-related disclosures; the Nomination Committee reviews Board skills and competencies at least annually.

Management (p. 178). The MD&CEO is responsible for day-to-day management, including climate strategy and CRROs, supported by the Executive Leadership Team (ELT). In FY2026 the Chief Executive Climate Change and Sustainability was responsible for the CRRO framework, targets and disclosures; from FY2027 the CFO will be responsible.

Remuneration (p. 178). Under the FY2026 STI, 10 percent of the MD&CEO's STI scorecard and 10 percent of each Executive KMP's STI scorecard were allocated to climate-related objectives.

Board oversight (pp. 58–59)

The Board has ultimate responsibility for oversight of climate-related risks and opportunities (CRROs). The Audit and Risk Committee oversees management's procedures for identifying CRROs, reviews their assessment and controls, and recommends them to the Board. The Board and the Committee receive quarterly management reporting on the Group Risk Profile, which includes climate change as a material risk. In FY26 the Board approved the Climate Transition Plan and the Sustainability Report, monitored performance against external climate-related targets, and received presentations on CRROs on three occasions. The Board Skills Matrix has a 'Sustainability and Environment' item; directors had briefings on climate transition, scenario analysis and transition planning. With no material acquisitions or divestments in FY26, the Board was not required to consider climate-related trade-offs on major transactions.

Management's role (pp. 59–60)

The MD & CEO and the Executive Leadership Team (ELT) drive climate strategy. The Chief Commercial and Sustainability Officer (CCSO) oversees climate reporting and strategy and gives quarterly updates. The Executive Sustainability Committee, Sustainability Steering Committee and ASRS Steering Committee support oversight. The ELT endorses climate-related external targets and the Board approves them. The sustainability measure in the MD & CEO's FY26 short-term incentive has a 10% target weighting (p. 60).

Board (pp.130–131). The Board oversees climate risk within strategy and risk appetite, assisted by the Audit and Risk & Compliance Committees; responsibilities are set out in their charters. Climate matters reach the Board when relevant, including major transactions and capital allocation; trade-offs depend on the matter. It approves climate-related goals and targets and monitors progress. In FY26 it approved the Group E&S Policy and Framework, received two goal and target updates, reviewed or approved the annual climate disclosures four times and held one climate resilience education session. Four of 10 Directors are rated "high competency, knowledge and experience" on the E&S skill, six "practised or direct experience".

Management (pp.132–133). The Executive Leadership Team executes the climate strategy. The CEO chairs the Environmental & Social (E&S) Committee; the CFO, Chief Risk Officer, Group Executives and the Financial and Non-Financial Risk Committees hold defined roles. Controls include ESG risk assessments and escalation pathways. Sector-level goal and target progress goes to the E&S Committee quarterly and the Board half-yearly (p.133).

Remuneration (p.132). For relevant Group Executives, climate objectives are part of the Strategy Execution KPI for short-term variable remuneration, with no set weighting, so no specific amount of executive remuneration is attributable to climate for FY26.

PwC reviewed pp.130–133 against paragraph 6 (p.383).

Governance bodies and management (p. 143). The Board holds primary responsibility for defining climate-related strategic objectives and risk appetite. The Audit and Risk Management (ARMC) sub-committee oversees material climate-related risks and opportunities, target setting and progress, and reviews and approves climate-related targets, including the science-based target. The Human Resources and Remuneration Committee (HRRC) oversees executive remuneration, including climate-related considerations for short-term incentives. The Corporate Governance and Nomination Committee (CGNC) reviews a Board skills matrix that includes one Director with climate-related risk and opportunity skills.

Global Leadership Team (GLT) members are accountable for the transition plan, managing climate-related risks and opportunities and reporting target performance to the ARMC. The Chief Financial Officer's team oversees assessment of financial impacts; the Chief Operating Officer's team, transition plan delivery; and the Group General Counsel's team, biannual reporting to the ARMC. A Sustainability Disclosure Steering Committee oversees report preparation.

Frequency and controls (p. 144). ARMC: climate-related risks and opportunities at 2 of 6 meetings, target performance at 2 of 6. Controls include Enterprise Risk Management Framework integration, internal verification of climate data and external assurance over climate data and metrics.

Company index: 6(a), 6(b), p. 143.

The Board, the Audit and Risk Committee (ARC) and the Executive Management Team (EMT) have oversight of the Group's approach to sustainability related matters, supported by the Sustainability Working Group (p. 78).

Board (p. 79). Has ultimate responsibility for overseeing strategy, business plans, annual budgets and the risk management approach, and considers climate-related impacts in each. On climate change its responsibilities include setting risk appetite, approving a corporate strategy incorporating any material climate-related risks and opportunities, and approving and monitoring major capital expenditure, acquisitions and divestitures. The ARC and EMT report to it on sustainability at least twice a year. A skills matrix that references sustainability is updated annually.

ARC (p. 79). Oversees the risk management policy, framework and systems and reviews sustainability and climate risks reporting processes. Meets at least four times a year, at least two including sustainability reporting, risk and strategy discussion.

Management (p. 80). The EMT sets Group strategy, incorporating any material climate-related risks and opportunities. The Sustainability Working Group (EMT members and others) assists with the materiality assessment, sustainability strategy, a transition plan, and metrics and targets, reporting at least twice a year. Performance against specific sustainability goals is not factored into executive remuneration during this transition period.

Governance bodies and oversight (p. 58). The Board oversees climate-related risks and opportunities, approves the near-term and long-term climate targets and climate-related disclosures, and receives climate updates at least quarterly, including annual reviews of progress towards targets. The Zero Harm Committee is the primary Board committee with climate oversight (five meetings in FY26, climate discussed at every meeting). The Audit and Risk Committee oversees risk management and climate-related financial disclosures. The People and Culture Committee oversees short-term incentive measures linked to climate and decarbonization. Board and Committee charters were revised in FY26 to reflect climate oversight roles. No material climate-related trade-offs requiring Board-level consideration were identified in FY26.

Skills (p. 57). The Nominations Committee considers climate-related skills when selecting directors. Directors complete an annual skills self-review questionnaire, reflected in the board skills matrix, and in FY26 completed tailored climate-related training covering AASB S2 requirements.

Management (p. 58). The Board delegates climate oversight to the Chief Executive Officer (ultimate management responsibility), then the Executive Leadership Team (monthly reports to the Board), the Chief Financial Officer and the Executive General Manager Sustainability and Environment (day-to-day responsibility).

The Board, supported by the Audit, Risk and Compliance Committee (ARC), has overall responsibility for oversight of climate-related risks and opportunities (p. 31). The ARC monitors the Risk and Compliance Management Framework (RCMF) and receives management reports at least twice a year (p. 32).

Board (p. 32). Board Charter responsibilities include oversight and approval of the Sustainability Strategy and its climate-related policies, risks, commitments and targets. It is informed through ARC-endorsed management reports at least twice per year and approves and oversees the RCMF. It does not currently consider climate-related trade-offs in major transactions. It oversees target setting by approving the Sustainability Strategy and monitors progress at least twice per year. Climate-related metrics are not incorporated into remuneration frameworks or policies. A skills matrix is published annually (Corporate Governance Statement).

Management (pp. 31, 33). The Board delegates to the Executive Leadership Team (ELT), led by the CEO, which holds dedicated ESG meetings at least three times a year and uses the RCMF as its primary control. The Chief Corporate Affairs and Sustainability Officer leads the Sustainability team, the Chief Legal Officer manages the RCMF day to day and the Chief Financial Officer leads financial quantification. Business units hold operational responsibility, supported by a cross-functional Climate Working Group (p. 33).

Board and committees (p. 72). The Board has ultimate responsibility for climate oversight, including approving the climate strategy, targets, transition plan and climate disclosures, and reviews significant capital investments above delegated authority thresholds, including climate-related trade-offs. The Safety and Sustainability Committee is the primary committee for climate-related risks and opportunities, target setting and progress monitoring. The Audit, Finance and Risk Management Committee supports oversight of risk management, internal controls, financing and assurance for climate disclosures. The People, Remuneration and Nomination Committee oversees remuneration structures, including climate-related performance metrics. Board and committees receive quarterly updates, plus briefings as required. Skills (Corporate Governance Statement sections 2.4, 2.6) and remuneration (Remuneration Report) are cross-referenced.

Management (p. 72). Responsibility is not delegated to a single position or committee but shared across executive and functional roles, including the CEOs, CFO, Director Global Sustainability and External Affairs and Director of Decarbonisation and Green Product Delivery. Management uses existing risk management and financial planning controls and procedures, integrated with Finance, Risk and Sustainability. The Decarbonisation Steering Committee reviews Pilbara Decarbonisation Program decisions and capital proposals before escalation.

Governance body oversight

Oversight of sustainability-related risks and opportunities rests with the GPT Board and its committees, supported by Group policies. This oversight applies across The GPT Group's controlled entities and Group-managed activities, with fund-level oversight for managed funds provided by the GPT Funds Management Board (GPTFM Board).

Materiality assessments inform our priorities by identifying our most significant sustainability issues, and our policies connect GPT's sustainability objectives with our day-to-day operations and investment decisions. Sustainability risks, including climate, nature and human rights, are considered and managed under the GPT Risk Management Framework (RMF).

The GPT Board

Accountable to securityholders for GPT's performance and is responsible for overall governance, including setting strategic objectives and risk appetite. This includes reviewing and approving sustainability-related goals, metrics, and disclosures. The Board receives sustainability reports at least twice annually, with ad hoc briefings as required.

Directors' skills and expertise are periodically reviewed, and they hold a broad range of experience, including in safety, social responsibility and sustainability. Directors also participate in education sessions to maintain up-to-date knowledge of sustainability-related risks and opportunities.

The Board has three standing committees with specific roles relevant to sustainability governance:

• Audit and Risk Committee: Oversees financial reporting, internal controls, assurance programs and the risk management framework, including climate-related risks.
• Human Resources and Remuneration Committee: Oversees remuneration strategy, policies, frameworks and practices.
• Nomination Committee: Maintains the Board skills matrix, which includes sustainability capabilities.

The GPT Funds Management Board (GPTFM) and its Audit, Compliance and Risk Management Committee (ACRMC) provide fund-level oversight of sustainability matters for GPTFM's responsible entity and managed funds.

Management's role

Chief Executive Officer (CEO) and Managing Director: Accountable for integrating sustainability, including climate and nature-related risk and opportunity management into Group strategy.

Chief Investment Officer (CIO): Reporting to the CEO, is responsible for the corporate sustainability function and chairs the Investment Committee (IC) and Sustainability Steering Committee (SSC).

Business unit managers & Staff: Responsible for implementing sustainability policies, leading risk-register reviews and escalating material issues to the Executive Team.

The Sustainability Steering Committee (SSC): Oversees climate disclosures, metrics, goals, and the implementation of some sustainability initiatives. In 2025, it was supported by a Sustainability Reporting Working Group.

The Investment Committee (IC): Reviews investment proposals, which includes considering sustainability risks and opportunities to support strategic alignment and integration into capital allocation (where appropriate).

Key sustainability-related activities of the Board and Audit and Risk Committee in 2025

• Received briefings on the Australian Sustainability Reporting Standards and their implications for GPT.
• Oversaw GPT's sustainability goal-setting process, monitored progress and received updates on the implementation of strategies to improve outcomes.
• Received reports on climate and nature-related matters of significance to GPT's business model and core strategy.

In addition, the Investment Committee (IC) reviewed sustainability-related risks and opportunities as part of investment proposal assessments. Feedback provided to the IC included physical and transition risk implications for portfolio resilience and capital allocation, as well as biodiversity and cultural heritage risks and related management actions.

Operational reviews identified sustainability-related risks and opportunities to balance environmental, social and financial outcomes.

Climate-linked remuneration

Accountability for sustainability and climate performance forms part of executive remuneration. As outlined in GPT's 2025 Remuneration Report, within GPT's 2025 Annual Report, Key Management Personnel (KMP), including the CEO and CIO, have a specific sustainability-related key performance indicator (KPI) in the FY25 Group scorecard.

Oversight and skills (p. 60). The Board has overall responsibility for oversight of strategy, risk management framework and corporate reporting, including climate-related risks and opportunities. Its Executive Sustainability Committee, governed by its Charter, formally met three times in FY26; minutes went to the Audit and Risk Committee three times and relevant information to the Board once. The Board delegated skills and competencies assessment to the Executive Management Committee. The Executive Sustainability Committee undertook climate governance training; further assessment of the Board's climate skills and competencies "will be evaluated in future periods".

Management (pp. 60–61). The Mandatory Sustainability Related Reporting Working Group is the primary management-level body for identifying, reviewing and assessing climate-related risks and opportunities. Controls include periodic reviews and escalation to the Executive Sustainability Committee.

Strategy, transactions and targets (p. 61). Climate is considered in major property acquisitions, developments and significant redevelopments where they may reasonably be expected to affect site suitability, asset performance or long-term viability, but has not been "a primary driver of broader strategic decision-making" and trade-offs "are not formally documented or considered". No climate targets were adopted in FY26, and no climate-related performance metrics are included in the remuneration of any employee.

Board and sub-committee oversight

The Board is responsible for providing oversight over climate-related risks and opportunities and decisions on how those climate risks and opportunities should be considered in Iluka's strategy and business plans. The Board is supported by sub-committees, including the Sustainability Committee (SusCo), the Audit and Risk Committee (ARC), and the People and Performance Committee (PPC).

Board relevant responsibilities include: approving Iluka's public sustainability and ESG targets and position statements (including with respect to climate); reviewing annually the Company's climate-related risks and opportunities (as a subset of the Company's key risks) and approving climate-related disclosures made by the Company; overseeing Iluka's performance with respect to sustainability and climate change targets; considering the Company's climate-related risks and opportunities when overseeing strategy, major decisions, and risk management processes and related policies; and receiving reports from the SusCo on external material trends with respect to sustainability and approving any changes required.

The Board in 2025: considered the material climate-related risks and opportunities reflected in Iluka's Key Risk Register, reviewed as part of Iluka's annual corporate planning cycle; reviewed and approved the update to Iluka's internal shadow carbon price. The Board met 11 times in 2025.

Sustainability Committee (SusCo) relevant responsibilities include: monitoring the Group's processes and related policies for the identification, assessment, prioritisation and monitoring of sustainability-related risks and opportunities, including those relating to climate; monitoring the effectiveness of the Group's strategies, policies, standards, processes and controls, as they relate to climate; reviewing and providing feedback to management (and ARC) on the Group's sustainability reporting, including AASB S2 reporting and endorsing content to the ARC; reviewing and recommending to the ARC for approval the sustainability section (including climate) of the annual internal audit plan; reporting to the Board on the Group's performance with respect to sustainability, including the Climate Change Work Program; reviewing and recommending to the Board the Group's sustainability targets and position statements (including climate) and monitoring the Group's progress towards those targets; reviewing and reporting to the Board on external material industry trends relevant to management of climate-related risks and opportunities; and overseeing and recommending to the Board and other committees on the Group's sustainability key performance and key risk indicators, including those related to climate-related risks and opportunities.

The SusCo in 2025: reviewed and approved the Climate Change Work Program; received bi-annual updates on progress against Iluka's Climate Change Work Program; reviewed the risk and resilience assessment of material climate-related risks and opportunities over the short-, medium- and long-term and reviewed the basis of materiality adopted in the report; reviewed and considered the climate-related key risks and opportunities included in this report. The SusCo met four times in 2025.

Audit and Risk Committee (ARC) relevant responsibilities include: monitoring the effectiveness of the accounting and internal control systems including assurance processes, compliance with applicable accounting standards and legal requirements (including that for AASB S2); overseeing the risk management framework for identifying, assessing, prioritising, monitoring and managing Iluka's material climate-related risks and opportunities, in conjunction with the SusCo where appropriate; overseeing senior management's implementation of the risk management framework; reviewing and making recommendations to the Board in relation to risk disclosures in periodic reporting; and reviewing the full-year financial reports (including the Group's Climate-related Financial Disclosures and associated Director's opinion) and making necessary recommendations to the Board (taking into account feedback received from SusCo).

The ARC in 2025: considered risk performance from the bi-annual key risk indicator report, of which climate and rare earths business are sub-categories; received three progress updates in 2025 on the Executive's approach to complying with the requirements of AASB S2 and considered the audit approach from Iluka's external auditors. The ARC met four times in 2025.

People and Performance Committee (PPC) relevant responsibilities include: considering any recommendations from the SusCo in relation to how broad sustainability and climate-related considerations and performance metrics should be factored into the Company's executive remuneration arrangement and remuneration policies; and reviewing and approving equity-based remuneration plans, including short-term incentive strategy, performance measures, and bonus payments (including climate-related performance measures).

The PPC in 2025: approved the objectives and outcomes of Iluka's performance scorecard that included measures relating to the Climate Change Work Program. In 2026 the PPC reviewed the outcomes of the performance scorecard relating to the Climate Change Work Program as part of its review of the Group's overall performance scorecard outcomes for the 31 December 2025 income year, informed by a recommendation from SusCo taking into account progress updates received throughout 2025. The PPC met three times in 2025.

Board skills and competencies

Iluka's Directors have a combined diverse range of backgrounds, skills and experience. An annual review is conducted to assess the collective competencies of Board members. The 2025 review included a review for operating risk, sustainability, and climate-related expertise. The Directors are assessed to have appropriate skills and competencies to review climate-related risks and opportunities, given their broader strategic experience, and some through having partaken in training during the reporting period as part of their own director skills development, including attendances at webinars, conferences, advisory updates or via the companies that they serve on (including Iluka).

Management oversight

The Board delegates the day-to-day responsibility for executing strategy, including the management of climate-related risks and opportunities, to Iluka's Managing Director and CEO. The Managing Director and CEO implements this strategy through his Executive team. The Board has oversight through the above-mentioned committees.

Iluka has a Climate Change team overseen by Iluka's Chief Technology Officer (CTO), who has carriage of Iluka's Climate Change Work Program, including day-to-day delivery of work required to meet the targets set as part of this program. This includes periodic updates to the SusCo on progress.

Given the increasing complexity and interdependency of climate risks, as well as emerging opportunities, management considers it prudent to review its forward-looking strategy in 2026. The uncertainty on policy direction in the near term makes it challenging to determine commercially-viable response measures. The Board and management consider climate-related risks and opportunities as part of the Company's broader strategic and risk management processes. While climate considerations are not assessed in isolation, they are taken into account alongside a range of financial, operational, regulatory and market factors when making strategic decisions, including those relating to acquisitions, divestments and capital allocation. The Company recognises that strategic decisions may involve trade-offs between climate-related considerations and other business objectives. Where relevant, climate-related risks and opportunities are weighed alongside factors such as financial performance, growth prospects, risk appetite, and shareholder value in determining the most appropriate course of action.

In addition to monitoring risks and opportunities pursuant to the Group's Risk Policy and Framework, management also oversees the annual collation of GHG emissions to be reported to NGERs and to inform this report, ensuring the collation is in accordance with the Group's internal basis of preparation for GHG emissions reporting. The basis of preparation and reporting is subject to independent external review. Controls for climate-related risks and opportunities are integrated into existing Group standard and procedures.

Iluka's Chief Financial Officer is responsible for: Iluka's overall risk management process as set out in Iluka's Risk Policy and Framework, including the Key Risk Register and Risk Appetite Statement which include climate-related risks and opportunities; ensuring integration of climate-related risks and opportunities into Iluka's Annual Report; and working with the CTO and the Audit and Risk Committee to ensure adequacy of audit coverage and ongoing monitoring of climate-related risks and opportunities.

Board and committees (p. 53, diagram). The Board approves the Annual Report including the Sustainability Report, the annual reinsurance renewal program, the Climate Action Plan (CAP) including climate-related goals and targets, the Group Social and Environment Policy, the budget including any climate-related capital deployment, and any climate-related measures in executive incentive plans. It reviews integration of climate-related risks into risk frameworks and monitors progress against material climate-related goals, metrics and targets. Responsibilities are set out in Board and Committee Charters. The Risk Committee provides oversight of the Group Risk Management Framework and strategy for all material risks, including climate-related risks.

Management (pp. 53–54). The Group CEO oversees integration of climate-related risk and opportunity management into the Group strategy. The Group Leadership Team Climate Advisory Committee, chaired by the Group Executive People, Performance & Reputation, advises on climate-related strategies, plans, metrics and targets. The Climate Steering Committee meets at least four times a year.

Information, targets and skills (p. 54). Board updates on sustainability, including climate, are twice yearly. The Audit Committee reviews CAP target updates, which the Board approves. The Nomination Committee identifies competencies and gaps, and the assessment matrix of Directors' competencies includes an Environment and Social category.

Oversight (p. 54). Under the Board Charter the Board has ultimate responsibility for oversight of the sustainability strategy, including its approach to climate-related risks and opportunities (CRROs) and the actions toward the 2030 net-zero direct scope 1 and scope 2 (market-based) emissions target. The Audit and Risk Management Committee (ARMC) assesses the Group's sustainability programs, plans and management systems, including actions on CRROs and the target. The Board receives formal CRRO reporting twice a year; the ARMC met six times in FY2026 and at two meetings received the CRRO register and updates on AASB S2 and the target. No material trade-offs with CRROs currently impact strategy or future prospects.

Skills and pay (p. 55). The Board determines whether appropriate skills to oversee climate-related matters are available through its Board Composition & Succession Policy, and received AASB S2 technical updates during the year. Executive incentives are 75% financial and 25% strategic non-financial scorecard measures; one covers sustainability initiatives, including the net-zero target (pp. 37–40).

Management (pp. 55–56). The Group CEO has ultimate responsibility for strategy, including climate resilience. The Group CFO integrates CRROs into strategic planning and risk management and chairs the Net-Zero Steering Committee, which meets quarterly and reports to the ARMC bi-annually. A Group sustainability team of six supports the executive teams.

Oversight (pp. 73–74). The Board oversees strategic decisions on climate-related risks and opportunities (CRROs), assisted by the Risk and Sustainability Committee and the Audit Committee, which report to it quarterly. The Risk and Sustainability Committee monitors management in achieving the sustainability strategy, receives quarterly reports and verbal briefings from the Climate-related Financial Disclosure Steering Committee (CRFD SteerCo), is updated on progress against climate metrics and targets and informed of forward-looking CRROs, which it can consider when making or overseeing business decisions, and with the Board reviews and approves climate-related targets and disclosures. The Audit Committee reviews and approves climate-related disclosures. Mandates are in committee charters.

Management (p. 73). The CRFD SteerCo, co-chaired by the Head of Corporate Sustainability and Group Finance Controller, oversees day-to-day climate risk management and disclosure and meets quarterly. Controls for each CRRO are on pp. 77 to 84.

Skills (p. 74). Directors self-assess core competencies annually, including experience in identifying and monitoring environmental, climate and social risks and opportunities and knowledge of sustainability reporting standards.

Remuneration (p. 73). A carbon emissions target was a non-financial Short Term Awards measure in prior years; in FY26 the Board chose not to include it as a remuneration-linked measure.

Board oversight (p. 58). The Board is responsible for the overall governance of climate-related risks and opportunities and oversees the integration of climate considerations into business planning and risk management, including trade-offs. Accountability is outlined in the Board Charter. The Safety and Sustainability Committee (SSC) and the Audit, Risk and Compliance Committee (ARCC) report to the Board; in FY26 the Directors were informed on six occasions. No significant trade-offs associated with climate-related risks and opportunities were considered by the Board.

Skills and committees (p. 59). The People, Culture and Nomination Committee (PCNC) reviews Board skills each year. A climate-focused self-assessment survey was issued in July 2025 and an upskilling session held in September 2025. The SSC met six times and the ARCC eight times in FY26; the SSC also reviews and recommends targets and reviews performance against them.

Management (pp. 59–60). Day-to-day responsibility is delegated to the Group CEO, supported by the Group Leadership Team, within the Business Resilience Framework (BRF). The ESG Council (chaired by the CEO) and the ASRS Steering Committee (SteerCo, chaired by the Group CFO) provide management-level oversight.

Remuneration (p. 60). No standalone climate or ESG related KPIs were incorporated into Board or executive remuneration outcomes.

Oversight (pp. 73–74). The Board takes overall accountability for climate-related risks and opportunities (CRROs), supported by the Executive Leadership Team (ELT), and oversees them with committees under their Charters. Roles: Audit, Risk and Compliance Committee (ARCC), advises on climate-related reporting; Health, Safety, Environment & Sustainability (HSE&S) Committee, climate strategies, targets and performance; Human Resources Committee, remuneration link to sustainability; Nomination Committee, climate governance skills.

How often informed. In FY26 the Board met thirteen times, the ARCC six times (plus two informal climate briefings) and the HSE&S Committee four times. Reporting covered CRROs, targets, scenarios and regulation.

Skills. The Board Skills Matrix includes climate risk; training builds capability.

Management. Every ELT member has CRRO-related objectives. The HSE&S Management Committee meets quarterly; the Climate Disclosures Steering Committee (CFO and Chief Culture & Capability Officer, joint chairs) met eight times and reports quarterly to the ARCC and Board. Controls include investment approvals and management reporting.

Decisions and pay. The Board weighs climate, including trade-offs, in strategy, major transactions and risk management where relevant. Short-term incentive scorecards include sustainability outcomes with no fixed weighting; no specific percentage of executive remuneration was attributed to climate (p. 74).

Board and committees (pages 101–102). The Board has ultimate responsibility for overseeing climate-related risks and opportunities, managed holistically with sustainability matters under the Enterprise Risk Management Framework (ERMF). It approves risk appetite and tolerance and major capital expenditure. The Sustainability Committee assists with ERMF oversight; the Audit and Risk Committee reviews the climate-related risk register at least annually; the Nomination and Remuneration Committee maintains the Board skills matrix, including climate transition and resilience skills.

Information, decisions, targets (pages 102–103). The Board receives monthly updates; during the period the Sustainability Committee and the Audit and Risk Committee received quarterly updates. The Board and Executive Leadership Team (ELT) weigh climate-related risks alongside all material risks in capital and project decisions, balancing trade-offs. Target oversight focuses on Safeguard Mechanism compliance. The short term incentive scorecard has a climate-related measure (compliance with emissions and energy reporting and Safeguard Mechanism obligations) weighted at 3%.

Management (page 103). The Executive General Manager & Company Secretary is the senior role responsible for enterprise risk, including climate-related risk. The Enterprise Decarbonisation Working Group reports quarterly to the ELT, the Board, the Sustainability Committee and the Audit and Risk Committee.

Board and committees (pp. 69–70). The Board has ultimate oversight of climate-related risks and opportunities (CRROs) and the climate-related financial disclosures, including how climate matters are integrated into strategy, major transactions, risk management and target setting. The Audit and Risk Committee (ARC) assesses the effectiveness of the Enterprise-Wide Risk Management Framework, monitors the targets set by the Board and material CRROs. The Board and ARC are informed through ESG update papers and briefings: in FY26, each of the ARC's seven scheduled meetings received progress on mandatory climate reporting, with substantive updates at three. The Board considered trade-offs, including energy-intensive capacity growth and resilience-related design investments relative to development cost and scheduling.

Management (p. 70). The Chief Executive Officer and Executive Leadership Team are accountable for managing CRROs. The Chief Risk Officer chairs the ESG Council and escalates significant matters to the ARC and Board. A cross-functional Climate Reporting Working Group, a sub-group of the ESG Council, coordinates assessment, data and disclosure controls.

Skills and remuneration (p. 70). The Board uses a Board Skills Matrix, capability assessments and external advisers, and completed a climate reporting readiness assessment in FY26. In FY26, 0% of executive remuneration was specifically linked to net zero or greenhouse gas emissions reduction targets.

Board oversight Nickel Industries Board of Directors (Board) oversees sustainability-related risks and opportunities, incorporating sustainability considerations into decision-making processes. The Group follows regulatory requirements, ensuring compliance with applicable laws and industry standards. A copy of the Board Charter can be seen on the Group's website.

Climate and sustainability matters form a recurring part of the Board's oversight responsibilities. Through the Risk Management and Sustainability Committee, Directors receive regular updates on climate-related risks and opportunities, decarbonisation initiatives, regulatory developments, and progress toward the Group's emissions-reduction commitments. The Charter of the Risk Management and Sustainability Committee sets out that the Committee is to meet at least four times a year. In 2025 there were only two formal meetings held. However, the Committee membership comprises executive directors Norman Seckold, Justin Werner and Chris Shepherd, as well as William Shanghaya, who whilst a non-executive director is based at the Indonesia Morowali Industrial Park ('IMIP'), meaning the Committee is overseeing and involved in matters under its remit. The Committee has three associate members: the Group's Sustainability Manager Muchtazar, the Group's Chief of Operations and the Group's Chief Development Officer Ms Fanfan 'Rachel' Zhao. Both Muchtazar and Tony Green are based in Indonesia, as is Managing Director Justin Werner.

The Board is informed about climate risks and opportunities regularly, including after each Risk Management and Sustainability Committee meeting, where minutes and other supporting documents are shared with the Board. During 2025, key topics covered by the Committee included climate risks and opportunities, environmental and social programs, community development projects, solar projects, sustainability reporting, and the review and approval of the Group's sustainability reporting and its climate-related disclosures.

Committees in place to support Board Oversight Risk Management and Sustainability Committee: supports the Board to oversee sustainability policies, climate-related risks, and stakeholder engagement. It reviews and monitors the Group's sustainability strategy, making recommendations to the Board to ensure alignment with operational, local, and global sustainability objectives. It also evaluates climate-related performance metrics and their integration into corporate governance and risk management processes. It has authority to conduct investigations, engage external experts, and request information from employees and management. It comprises at least three Board members, with additional senior executives as associate members. While it provides recommendations, final decisions remain with the Board.

Remuneration Committee: assists the Board in overseeing measures and outcomes against measures pertaining to executive remuneration. In 2025 the Remuneration Committee oversaw the introduction of a performance rights incentive program under which both the short-term incentive (STI) and long-term incentive (LTI) components included specific sustainability related performance conditions, including establishment of a charitable foundation, transitioning to electric vehicle hauling trucks, safety based on actual LTIR performance, ESG based on the Group's MSCI rating, society based on any industrial strike action, and corporate governance breaches. The number of performance rights to vest will be determined by the level of achievement of the specific performance conditions.

Governance of climate strategy and targets The Board is responsible for overseeing the Group's strategy, which includes consideration of climate-related risks and opportunities as part of broader environmental and operational oversight. Any climate-related targets must be approved by the Board and the Risk Management and Sustainability Committee. The Board receives regular updates on climate-related risks, decarbonisation initiatives, regulatory developments, and progress toward the Group's emissions-reduction commitments, which is taken into account as part of strategy assessments and business development. The Committee's responsibilities include supporting the Board in monitoring the development and execution of transition plans, as well as the Group's climate risks and opportunities. The Group has committed to a 50% reduction in carbon intensity by 2035 and net-zero emissions by 2050, using 2022 as a baseline.

The Board considers climate-related risks and opportunities when overseeing the entity's strategy, its decisions on major transactions, as well as its risk management processes. Examples include the transition into HPAL investments producing MHP for the electric vehicle supply chain, and the installation of a solar energy system at Hengjaya Mine now supplying approximately 20% of the site's electricity needs, complemented by EV haul trucks and electric loaders.

The Board is responsible for monitoring targets related to climate-related risks and opportunities, including how performance measures have been set for Senior Management, which impacts remuneration incentives (short-term and long-term incentives). The remuneration committee meets at least twice per year to discuss the monitoring of these targets.

Management responsibilities Management is responsible for monitoring, managing, and overseeing climate-related risks and opportunities, and implementing the strategies and priorities set by the Board. Day-to-day management is overseen by the Managing Director, supported by the senior executive team. The Board delegates responsibility for implementing corporate strategy–including matters relating to sustainability and risk–to management, who report through established governance and committee structures.

Managing Director: leads the Group's operations and is responsible for managing and overseeing climate-related risks and opportunities through the strategies and decisions approved by the Board, including oversight of project development and operational performance across Indonesia.

Director and Chief Financial Officer: responsible for the Group's financial management, including budgeting, capital allocation for the Group's climate-related programs.

Chief Operating Officer, Sustainability Manager and the Sustainability Department: responsible for developing and implementing the Group's climate-related strategy and monitoring climate risks and opportunities. Reporting occurs from the sustainability manager to the Risk Management and Sustainability Committee, which in turn reports to the Board. This includes establishing policies and frameworks related to climate risks and opportunities, overseeing sustainability reporting and disclosures, and coordinating internal and external stakeholders. The COO, with the Sustainability Manager, is responsible for preparing updates for the Committee, outlining progress against emissions-reduction targets, monitoring external sustainability-related developments, updates on climate strategy, and key climate-related risks and opportunities including relevant metrics and performance.

Risk Governance Risk governance is overseen by the Board, with day-to-day risk considerations managed by senior management. Climate-related risks are governed through existing governance arrangements rather than a standalone climate-specific framework, considered alongside other operational, regulatory and market risks. Management is responsible for identifying and managing climate-related risks within their areas of responsibility, including physical climate risks and transition-related factors such as energy supply, emissions intensity, regulatory developments and market expectations for lower-emission nickel products.

Climate-related skills and experience The Board has a process to ensure that members of the Risk Management and Sustainability Committee (who are all Directors) and senior management have appropriate climate-related skills and experience, including Directors, senior management, the Sustainability Manager and sustainability team attending climate and sustainability conferences, workshops and seminars. This is monitored by the Board to ensure appropriate skills and experience are developed and maintained. Given the evolving nature of climate risks, opportunities and sustainability, Directors and senior management will continue to upskill over time. The Group also engages external consultants to support specialised technical work, including environmental assessments and studies within the Indonesian operating parks.

Controls and procedures Controls and procedures over climate-related risks and opportunities include the establishment of the Risk Management and Sustainability Committee and the appointment of the sustainability manager. Ongoing monitoring occurs through regular reporting by the sustainability manager to the Committee, planned to occur four times a year, ultimately informing the Board. Other controls include engaging external experts and consultants to supplement the Committee and sustainability manager where required. Management is responsible for emissions measurement, environmental monitoring, and the preparation of climate and sustainability-related disclosures as part of the Group's broader risk-management and reporting framework.

Board and committees (p.158). The Board keeps ultimate responsibility for strategy and considers energy transition and climate target impacts in material decisions. Roles are set out in charters. The Safety and Sustainability Committee recommends climate strategy commitments, actions and emissions reduction targets and reviews target progress at least annually. The Remuneration, People and Culture Committee considers safety and sustainability metrics, including climate performance, for remuneration. The Audit and Risk Committee oversees assurance of the climate disclosures. The Nomination Committee considers climate-related skills in Board membership criteria.

Decisions (p.158). In FY26 climate-related risks and opportunities were considered in approving the fourth stage of the Eraring battery project, progressing pre-FID activities for the Yanco Delta Wind Farm and extending Eraring Power Station operations to 30 April 2029, weighing 2030 targets against security, reliability and affordability. The Board reviews them at least annually.

Management (p.159). The CEO, the most senior individual responsible, sits on the Board and the Safety and Sustainability Committee. Two Executive Leadership Team committees support Board committee reporting. The Executive General Managers of Retail, Integrated Gas, Energy Supply and Operations, and Origin Zero identify, assess and manage climate-related risks. Climate considerations sit in short term and long term incentives.

Pepper Money's governance framework embeds climate-related risks and opportunities within its broader corporate governance structure. The Board holds the ultimate responsibility for overseeing these climate-related risks and opportunities including setting strategic direction, approving climate-related targets (if any) and metrics, and monitoring performance against any approved targets to ensure alignment with the Group's strategy and risk appetite.

To discharge these responsibilities, the Board delegates specific climate-related oversight to Committees as outlined in their Charters:

• The Board Environmental, Social and Governance Committee ("BESG Co") is responsible for providing oversight and feedback on the preparation of climate-related financial disclosures including proper verification and sign-off. BESG Co further oversees climate risk assessments and the integration of identified risks and opportunities into the Group's strategy.
• The Board Audit and Risk Committee ("BARC") monitors the identification, assessment, and management of material climate-related risks within Pepper Money's RMF.
• The Board Remuneration and Nomination Committee ("RemCo") ensures that the Group's Executive remuneration framework incorporates any ESG-related performance measures approved by the Board and assists the Board in the consideration and potential implementation of climate-related targets for remuneration.

BESG Co and BARC work together to provide a consistent and integrated approach to climate governance across the Group. BESG Co focuses on assisting the Board on strategic alignment and meeting climate-related disclosure obligations, while BARC assists the Board in respect to climate-related risk identification and management within the RMF. Insights from BARC's climate risk assessments inform BESG Co's oversight of disclosures and strategic integration, allowing for climate-related risks and opportunities to be addressed holistically across governance, risk, and compliance processes. This collaboration is reinforced through information sharing between the two Committees, as well as cross membership of the Committees by Directors.

Through these Committees, and via updates and papers, the Board ensures that any material climate-related risks and opportunities identified by the BARC or BESG Co are integrated into the Group's strategic planning, major transactions, and enterprise risk management processes. The Board also reviews and approves mandatory climate-related financial disclosures to confirm compliance with regulatory requirements. While climate-specific targets are not currently in place, the Board has approved other ESG-related metrics, detailed in the Environmental, Social and Governance ("ESG") Report 2025, which is included as part of the Group's 2025 annual reporting suite.

Board composition, expertise, skills and training

The Board comprises predominantly independent Non-Executive Directors who bring a diverse mix of experience, skills and perspectives. To ensure the Board collectively maintains the capabilities required for effective oversight, a Board Skills Matrix is used to map key competencies.

In 2025, Pepper Money enhanced its directors' climate-related knowledge and competencies through in-depth briefings by external experts and updates from the internal ESG Working Group. To support informed decision-making, the BESG Co and the BARC receive specialist presentations on material topics, including global sustainability trends, regulatory developments and technical climate-related matters. This process assists the Board in determining whether appropriate skills and capabilities are in place or need to be developed to oversee strategies addressing climate-related risks and opportunities.

Climate updates and strategic integration

Pepper Money's governance framework ensures that climate-related opportunities and risks are considered at both Board and Management levels.

The BESG Co meets at least three times annually, convening four times in 2025. At each meeting, Management provided structured updates covering climate governance, scenario analysis, material risk assessment, and developments in disclosure standards. Over 2025, particular focus was given to the anticipated implementation of AASB S2 and its implications for reporting and strategic positioning.

The Board is informed of climate-related opportunities and risks when there are material developments or matters requiring its attention, through referrals from the BESG Co and Management. This ensures that climate considerations are embedded in the Board's strategic oversight and decision-making processes. The Board's Charter states that the Board is responsible for evaluating trade-offs associated with climate-related risks and opportunities, particularly in the context of strategic planning, major transactions, and long-term value creation.

In 2025, the Board and Board Committees reviewed and updated their relevant charters to include climate-related considerations and matters. The BARC Charter includes climate-related risk as a formal consideration, and the BARC works with BESG Co to incorporate any identified climate risks into enterprise-wide processes. Both Committees review and update risk policies when there are material changes or developments that warrant updates, to ensure alignment with evolving climate-related risks and regulatory expectations.

Summary of the climate-related agenda items at CY2025 BESG Co meetings:

• Q1: Externally presented education session for Directors on climate-related disclosure, regulatory requirements and Director's duties. Review and update of BESG Co Charter to better reflect climate-related roles and responsibilities. Oversight of Management-level ESG (including climate-related) roles and responsibilities.
• Q2: Progress update on BESG Co Charter. Update from ESG Working Group on impact pathways, scenario analysis, Scope 1 and 2 emissions, and assurance timeline for climate-related disclosures.
• Q3: Endorsement of updated BESG Co Charter. External audit update on climate reporting assurance. Assessment of climate-related risks and opportunities, including materiality assessment on key value chain activities, time horizon determinations, scenario modelling and selection. Acquisition of third-party climate data. Integration of climate-related risk assessment into the Group's Risk Management Framework.
• Q4: Reviewed and approved climate risk quantification approach. Received a regulatory update on climate matters. Discussed draft Sustainability Reporting.

Management's role and accountability

Pepper Money has established a Management Environmental, Social and Governance Committee ("MESG Co"), chaired by the Group's Chief Financial Officer ("CFO"), which is responsible for implementing ESG strategies, including climate-related risks and opportunities. MESG Co's functions also include reviewing Pepper Money's environmental, social and sustainability priorities and commitments. The MESG Co meets four times annually in accordance with the MESG Co Charter.

The MESG Co is made up of Executives from across the business who bring extensive experience within their respective areas and deep knowledge of the Group. The collective expertise ensures that the Committee is well-equipped to oversee the implementation of strategies designed to respond to climate-related risks and opportunities within their different areas of the business.

To support its oversight role, MESG Co receives presentations and updates from the ESG Working Group at each meeting. The MESG Co facilitates the integration of climate-related risks and opportunities into the Group's operating framework and monitors progress against established priorities and commitments. MESG Co reports to the Board through the BESG Co, providing updates via formal papers and presentations at BESG Co meetings.

Incentives and remuneration

Pepper Money does not currently set climate-specific targets, and Executive remuneration policies do not directly reflect climate-related risks or opportunities. Broader ESG performance measures are incorporated into Short-Term Variable Remuneration ("STVR") for all eligible employees. For the CFO, 15% of STVR outcomes is allocated to the delivery of ESG AASB S2 reporting. Refer to the Remuneration Report 2025, for details on Pepper Money's Executive Remuneration Framework.

The BESG Co, in conjunction with the RemCo, will oversee the integration of climate-related considerations (if any) into Executive remuneration policies including the setting of targets related to climate-related risks and opportunities and monitoring progress towards those targets.

Board oversight (p. 34). The Board has ultimate responsibility for overseeing the Group's response to climate change. It oversees and approves the identification, assessment and management of climate-related risks and opportunities (CRROs), oversees the climate strategy, approves and reviews performance against climate targets, and monitors how climate is considered in strategy, the business model and major transactions. The Audit Committee reviews the Climate Statements and the Nominations Committee assesses Director competencies; responsibilities are formalized in charters. The Board and its Committees receive monthly updates, quarterly performance against emissions targets, Sustainable Aviation Fuel procurement and fleet renewal objectives, semi-annual risk reporting, an annual climate resilience assessment and ad hoc reports. The Board evaluates trade-offs between CRROs, and its skills matrix includes a Climate and Environment skill.

Management's role and remuneration (pp. 35–36). Management of climate change is primarily the responsibility of the Chief Sustainability Officer, a Group Leadership Team member reporting to the CEO. The Sustainability Management Board, with the CEO and all Group Leadership Team members, typically meets four times per year. Controls include quarterly CRRO and target tracking, semi-annual risk reporting, internal audit assistance and external assurance. The climate measure was 5% of the total Group Scorecard opportunity in 2025/26.

Governance body oversight

Group Board: The Board is responsible for the oversight of climate-related risks and opportunities that have the potential to impact QBE. The Board also oversees the environmental impact of the Group's activities and operations and sets standards on the Group's environmental responsibilities and practices. The Board is assisted in its oversight by committees composed of a majority of independent directors. The Board and Committees' responsibilities in relation to climate-related risks and opportunities are set out in the Board and Committee charters.

Risk & Capital Committee: Oversees the effectiveness of the Group's risk management framework and strategies including the consideration of adequacy of awareness, understanding and management of its risks, including climate risk.

Audit Committee: Oversees the effectiveness of the Group's financial and sustainability reporting, including climate-related disclosures.

People & Remuneration Committee: Oversees the remuneration strategy and outcomes for executives and non-executive directors, including the consideration of sustainability-related non-financial measures within incentive plans.

Group Executive Committee (GEC): The GEC is responsible for the management and execution of the Group's strategic priorities, including managing climate-related risks and opportunities, and overseeing the execution of QBE's sustainability strategy and commitments.

Environmental and Social (E&S) Subcommittee: Supports executive decision making related to progressing the sustainability strategy and initiatives and targets in the Sustainability Scorecard, including climate-related commitments. Chair: Group Executive, Corporate Affairs and Sustainability.

Executive Risk Committee (ERC): Oversees the integration of ESG risk into the Group's risk management framework. Responsibilities include the review of key enterprise risks and oversight of management strategies and treatment plans. Chair: Group Chief Risk Officer.

Group Underwriting Committee (GUC): Supports the GEC in the development, implementation and review of the Group's underwriting and reinsurance strategy, business plan and underwriting governance, including consideration of relevant climate-related risks and opportunities. Chair: Group Chief Underwriting Officer.

Management Committees: Functional representatives across the Group collaborate through management working groups to support the GEC in the delivery of QBE's strategy, initiatives and reporting. Key matters are discussed at the Sustainability Steering Committee, which supports the execution of QBE's sustainability strategy and reporting, and oversight of ESG (including climate-related) risks. It provides input and makes recommendations to the E&S GEC Subcommittee and ERC on matters including climate strategy and performance, scenario analysis, sustainability reporting, and related policies, and oversees the design and delivery of the Sustainability Reporting Programme.

Board oversight - how and how often informed

The Board receives updates on climate-related matters through periodic reporting to the Board and its Committees throughout the year.

Key matters discussed in 2025:

Board: During the year, the Board reviewed and approved QBE's Climate Transition Plan, including QBE's climate ambition and strategies across investments, operations and supply chain, and underwriting. In doing so, the Board considered trade-offs relating to feasibility, timing and potential financial impacts, recognising the need to balance climate objectives with commercial, regulatory and operational considerations, whilst continuing to support QBE's customers. The Board also received quarterly updates on progress against the metrics and targets in the Sustainability Scorecard, and approved the 2030 Sustainability Scorecard which included the targets forming part of the Transition Plan.

Risk & Capital Committee: In 2025, the Risk & Capital Committee considered the risks to QBE associated with climate change, including an outline of the Group's climate scenario analysis and management actions in relation to physical and transition risks.

Audit Committee: Updates were provided during the year on climate reporting developments relevant to the Group and progress on the Group's implementation of AASB S2. Disclosures prepared in accordance with AASB S2 were reviewed by the Audit Committee and recommended to the Board for approval as part of the 2025 Annual Report process.

People & Remuneration Committee: During 2025, the People & Remuneration Committee reviewed and endorsed for Board approval the terms of the 2025 long-term incentive (LTI) plan, including the associated performance conditions. This included the sustainability-related performance measures within this plan. At the end of the financial year, the Committee was provided with an update on progress against performance conditions for the 2024 and 2025 LTI plans, including those linked to sustainability outcomes.

Board skills

The Board has a skills matrix covering the range of competencies and experience of each director, including sustainability. The matrix is informed by an annual self-assessment by the Directors, who each rate their skills, expertise and experience against the competency areas set out in the matrix.

Management's role

Group Chief Executive Officer (CEO): Has overall responsibility for overseeing and managing climate-related risks and opportunities, with specific responsibilities delegated to members of the GEC.

Group Executive, Corporate Affairs and Sustainability: Responsible for developing, maintaining and monitoring the implementation of the Group's sustainability strategy, and for the implementation of mandatory climate reporting requirements in accordance with Australian Sustainability Reporting Standards, as well as for sustainability-related disclosures across the Group's reporting suite. Chairs the E&S Subcommittee.

Group Chief Financial Officer (CFO): Responsible for the consideration of climate-related risks and opportunities in business planning, investment and capital deployment decisions, as well as reporting on climate-related matters in the Group's Annual Report in compliance with Australian Sustainability Reporting Standards.

Group Chief Risk Officer (CRO): Responsible for evaluating the effectiveness and adequacy of the identification and management of risks across the Group, including those arising from climate change. Chairs the Executive Risk Committee.

Group Chief Underwriting Officer (CUO): Responsible for the Group's underwriting and reinsurance strategy and governance, including the identification and consideration of climate-related risks and opportunities and the execution of portfolio optimisation initiatives in response to those risks and opportunities.

The GEC is also supported in its decision-making by the Sustainability Steering Committee which comprises functional representatives from across the Group with responsibility for climate-related matters. Management's oversight of the Group's climate-related matters is supported by the use of controls and procedures, including in relation to the identification of risks and opportunities, monitoring of progress against targets, scenario analysis and the measurement of reported metrics such as greenhouse gas (GHG) emissions. Integration of these processes into QBE's business and enabling functions is supported by regular monitoring and reporting coordinated by the Group Sustainability function to the relevant governance committees.

Remuneration - oversight

Conditional rights granted under the 2024 and 2025 LTI plans are subject to financial and non-financial performance targets, including 10% that are subject to a sustainability performance measure. Sustainability performance within the LTI plans is measured based on progress against the initiatives and targets in our Sustainability Scorecard, which comprise metrics attributable to climate as well as other areas of sustainability. These LTI performance measures are applicable to all GEC and key senior employees. Vesting outcomes are determined by the Board at the end of the performance period based on a combination of quantitative and qualitative considerations. In addition to LTI measures, individual performance objectives of the GEC and key senior employees also include climate-related considerations as relevant to their roles and responsibilities, and are considered in determining their annual performance incentive plan outcomes.

Board oversight

The Board has ultimate responsibility for our overall approach to climate change. This includes the oversight of climate-related risks, opportunities, strategy, projects, partnerships, physical resilience, engagement, reporting, and advocacy as per the Schedule of Matters. Climate change and the low-carbon transition present material risks and opportunities for our business, forming a key part of our strategy and sustainability and social licence objectives. The Board approves our overall strategy, policy positions, and climate disclosures within this report, delegating specific responsibilities to committees and the Chief Executive. These factors are considered in strategy discussions, risk management, financial reporting, investment decisions, and executive remuneration.

The Board receives regular updates on climate-related matters through the Monthly Performance Review scorecard, which includes KPIs and a detailed decarbonisation scorecard covering operational emissions, offsets, abatement projects and Scope 3 emissions. During the year, climate is also addressed through other agenda items. For example, the Board and the Audit & Risk Committee considered climate-related risks and opportunities as part of their review of the Group's principal risks and uncertainties.

In the past 12 months, the Board agendas have included climate-related items, such as discussions on repowering options for our Pacific Aluminium Operations. This has included oversight of the Group's emissions reduction pathway and its reliance on securing commercially viable renewable energy contracts for the Boyne and Tomago smelters. The Board balances environmental goals with social and financial considerations and continues to oversee these discussions to ensure decisions reflect both strategic priorities and stakeholder impacts.

In 2022, our shareholders supported our first CAP put forward to them by the Board, in a non-binding advisory vote on our ambitions, emissions targets and actions to achieve them. The Board further committed to repeating this vote every 3 years, at a minimum, unless there were significant changes in the interim, in which case the CAP would be returned to the next immediate AGM. The 2025 CAP was approved by shareholders at our 2025 AGM.

Skills and competencies

When considering Board composition, an external consultant is used to support the appointment of new directors. No new non-executive directors were appointed in 2025. This year we undertook an internal review of Board performance and considered the skills of Directors, including those relating to climate and renewable energy. These skills are reflected in a matrix approved by the Nominations & Governance Committee. We expect our Directors to remain informed and up to date on relevant matters.

To support the Board's oversight of climate-related matters, this year the Audit & Risk Committee, joined by members of the Sustainability Committee, received an externally facilitated session on climate governance and considerations for boards in preparing for mandatory climate reporting, including new Australian disclosure obligations. In addition, the Chief Decarbonisation Officer presented on our approach to climate reporting, the organisational model in place to oversee climate-related risks and opportunities, and our approach to mandatory assurance requirements.

Summary of 2025 Board activities

• Approved the Group's strategy and scenarios, including the use of climate scenarios and the impact and opportunities arising from the energy transition.
• Approved the 2025 Climate Action Plan (CAP) and climate-related disclosures in the 2024 Annual Report, including the notes to the financial statements.
• Engaged with investors and civil society organisations following the publication of our 2025 CAP.
• Approved various projects that support the growth in production of transition materials and our internal decarbonisation objectives.
• Oversaw adoption and implementation of the Australian climate reporting standards (AASB S2).
• Updated the Group's operational decarbonisation pathway and associated expenditure.

Sustainability Committee

The Sustainability Committee is responsible for the oversight of key sustainability issues including social and environmental matters that are impacted by climate change, particularly those relating to water and biodiversity. In 2025, the Terms of Reference were updated to reflect these responsibilities including oversight of physical resilience to climate change, which the Committee discusses on a periodic basis. The committee works with the Audit & Risk Committee to ensure the effectiveness of the risk management framework, and to oversee engagement with the external auditors who conduct sustainability assurance, including assurance in relation to GHG emissions.

Audit & Risk Committee

The Audit & Risk Committee is responsible for risk management systems and internal controls, financial reporting processes and the relationship with the external auditors as noted in its committee terms of reference. This involves the oversight of significant areas of judgement relating to the financial statements including those relating to climate, consideration of climate policies, and stress testing our strategy against selected scenarios. It ensures the effectiveness of the risk management framework and also endorses the appointment and fees of the external auditors who assure GHG emissions. The Committee's terms of reference were revised in February 2026 to formalise the oversight of the non-financial reporting process (supported by the Sustainability Committee) including those disclosures relating to climate.

People & Remuneration Committee

The role of the People & Remuneration Committee includes the oversight of the Group's remuneration structure, including the use of short- and long-term incentive plans for the Executive Directors, as reflected in its charter. This includes performance against strategic measures linked to decarbonisation. In 2025, 10% of the short-term incentive plan (STIP) and 20% of the long-term incentive plan (LTIP) were weighted towards decarbonisation, including the progress of our carbon abatement projects.

Management

Investment Committee

The Investment Committee reviews and approves the Group's capital allocation in relation to high-cost projects and climate change research and development.

Chief Executive and Executive Committee

The Chief Executive is responsible for delivering the CAP, as approved by the Board, with the Executive Committee supporting this role. The Executive Committee receives a quarterly decarbonisation progress report which includes updates on abatement projects and other areas of our CAP.

Risk management, portfolio reviews, capital investments, annual financial planning and our approach to government engagement are integrated into our approach to climate change and emissions targets. The annual financial planning process focuses on the short term (up to 2 years). The new growth and decarbonisation strategy is part of the medium-term planning process.

Our Chief Executive's performance objectives in the STIP include delivery of the Group's strategy on climate change. These are cascaded down into the annual objectives of relevant members of the Executive Committee, including the Chief Safety & Technical Officer, and other members of senior management. Decarbonisation is also included as a performance measure in the STIP and LTIP as described above.

Energy and Climate team

Since 2022, we have managed delivery of our CAP through a central team, Rio Tinto Energy & Climate (RTEC). This team, led by the Chief Decarbonisation Officer who reports to the Chief Safety & Technical Officer, has been accountable for all aspects of the CAP.

The RTEC team has been structured around the main areas of our abatement work that drive decarbonisation across our operations, including a dedicated Nature-based Solutions team. A Decarbonisation Office (DO) supports this work by monitoring and forecasting GHG emissions, tracking investment decisions, coordinating our approach to physical climate risks, and engaging on climate-related policies, regulation and reporting. It also prepares the quarterly decarbonisation progress report for the Executive Committee.

As part of the evolution of our strategy and operating model, we are transitioning delivery of decarbonisation projects to our product groups and assets. This shift reflects a move to embed delivery more directly within our operational structure. Central oversight will continue for emissions reductions tracking and investment strategy review, ensuring alignment with our overall climate objectives. The current model, with delivery led centrally by the RTEC team, has remained in place throughout 2025.

Rio Tinto Commercial continues to lead our approach to Scope 3 emissions, given its responsibility for procurement, shipping and customer engagement. Updates on Scope 3 emissions abatement projects are included in the quarterly decarbonisation report prepared by the DO.

The Board oversees Santos’ strategy and approves Santos’ strategic objectives annually. The Board monitors performance against the strategic objectives and plans throughout each year. Our approach to climate change is integral to our corporate strategy and supported by our Climate Transition Action Plan which sets out our response to our climate-related risks and opportunities.

The Board’s oversight of climate is supported by the following committees that meet at least three times a year:

• The Safety and Sustainability Committee supports the Board in overseeing Santos’ Climate Policy, including monitoring and reviewing climate-related targets set by the Board, and monitoring and reviewing performance and material risks and opportunities, including climate. Santos’ climate-related risks and opportunities form part of our company strategy and Climate Transition Action Plan (CTAP), which is reviewed regularly by the Safety and Sustainability Committee.
• The Audit and Risk Committee is responsible for assessing the effectiveness of the Risk Management Framework and that management is operating with due regard to Santos’ Risk Appetite Statement. This includes responsibility for assessing the effectiveness of the Risk Management Framework in identifying, monitoring and managing material climate-related risks. Santos’ Risk Appetite Statement supports the consideration of climate and requires that emissions are considered in decision-making processes. It defines tolerance to material risk in relation to our current strategic objectives. It provides transparency of the associated risks when reviewing a particular decision or transaction and in the conduct of operational activities. The Risk Appetite Statement is reviewed at least annually for ongoing alignment with strategic objectives. This enables risks and associated controls and risk management actions to be considered in our decision-making and enables a portfolio-wide focus on the delivery of the Company emissions reduction targets.
• The People, Remuneration and Culture Committee is responsible for the oversight of the remuneration policy and formulation of remuneration recommendations to the Board for the Executive Leadership Team and the Company more broadly. Since 2019, the Short-Term Incentive has included performance metrics that reward Key Management Personnel (KMP) for achieving sustainability and climate outcomes. In 2025, the Company Scorecard weighting for climate-related targets remained at 17.5 per cent (consistent with 2024) and included metrics relating to emissions intensity reduction and key decarbonisation projects. This further strengthens the link between climate considerations, and the outcomes of performance pay.
• The Nomination Committee assists the Board with succession planning. It proposes candidates for consideration by the Board to fill casual vacancies or additions to the Board, and devises criteria for Board membership, which includes experience with climate and energy transition.

Committee cross-memberships support consideration of climate issues with all four committees having specific climate-related responsibilities.

Management's role

Our strategy and CTAP are based on managing climate-related risks and leveraging climate-related opportunities. The CEO and Executive Leadership Team are responsible for delivering the strategy and goals approved by the Board. They are supported by their teams who monitor and assess trends and changes in Australian and international energy markets, and assess and model a range of energy mix scenarios based on varying market demand and policy and technology drivers. This analysis informs portfolio and asset reviews of our business and strategy. These teams are responsible for the implementation of appropriate controls and processes for climate-related risks to be overseen and effectively managed. To enable effective cross-functional communication on issues related to climate change and sustainability, Santos’ governance processes include meetings across a range of business groups and Executive Leadership Team meetings to enable conformance with the SMS and track delivery against plans and targets.

Governance framework

The Group's governance framework and the processes, controls and procedures to monitor and manage climate change and sustainability comprise:

• Board of Directors: Sets strategic direction and objectives; oversees management of the Group for securityholders; considers climate risk within the governance and risk management frameworks.
• Audit and Finance Committee (AFC): Oversees financial and sustainability reporting, audit and assurance processes.
• Risk and Sustainability Committee (RSC): Oversees the processes for the identification, management and monitoring of material business risks and the Group's sustainability strategy objectives.
• Human Resources Committee: Oversees human resources strategies and policies, including executive remuneration and Key Performance Indicators (KPIs).
• Nomination and Governance Committee: Oversees Board composition and succession planning, and corporate governance practices.
• Chief Executive Officer: Responsible for day-to-day management of Scentre Group and implementation of strategic objectives.
• Executive Leadership Team: Accountable for overall implementation of strategy, including responsible and sustainable business strategy.
• Executive Risk Management Committee (ERMC): Supports the Board and RSC in oversight of systems of risk management and internal controls, including climate-related risks and opportunities.
• Executive Australian Sustainability Reporting Standards (ASRS) Steering Committee: Supports the Board and Board Committees in oversight of the effective implementation of the mandatory Australian Sustainability Reporting Standards, also known as AASB S2.
• Subject matter experts: The Executive ASRS Steering Committee is supported by subject matter experts with expertise across Environment, Operations, Sustainability, Finance, Risk and Legal.

Board oversight

The role of the Board is to demonstrate leadership, provide strategic oversight and guidance, and oversee the effective management and delivery of the Group's Purpose and Ambition. The Board also sets the overall risk appetite that provides guidance about tolerances for material risks.

The Board Charter identifies the Board's primary functions and practices adopted to discharge its responsibilities, including in relation to climate-related risks and opportunities (CRROs). The Board is supported by four standing Committees including the AFC and the RSC. These two Committees have primary oversight of sustainability reporting and management of CRROs, the AFC from an assurance perspective and the RSC from a Group sustainability strategy and risk management perspective.

The Board, the RSC and the AFC are supported by the ERMC, executive leadership team and a dedicated risk function to promote understanding and management of risks, including CRROs, across all teams.

During the year the Board, the RSC and the AFC were focused on implementing AASB S2, and integrating the management of CRROs and reporting requirements into operations, financial reporting, Board oversight and governance processes.

Matters considered by the RSC include: AASB S2 requirements and implementation, CRROs identification and prioritisation, climate scenario analysis, the Group's strategic climate ambition, greenhouse gas emissions, and the Sustainability Report. The RSC met four times during the year where climate and broader sustainability-related matters were considered.

Matters considered by the AFC include: ASRS requirements and implementation, ASRS materiality and the Sustainability Report. The AFC met four times during the year. At two meetings, the ASRS implementation plan was considered, and at one meeting an external presentation on ASRS reporting requirements was presented, at which all Directors were in attendance.

All Board members have a standing invitation to attend Committee meetings. The Chair of the Board attends all Committee meetings. The Chair of each Committee reports to the Board on matters dealt with at preceding Committee meetings. The Board also receives copies of all Committee papers and Committee meeting minutes.

The Board met nine times in 2025. At six meetings directors received updates about responsible business activities including environmental operating performance and progress towards net zero (scope 1 and 2) emissions.

The management and reporting of CRROs has been incorporated into the Group's risk management processes and includes how CRROs are considered in the Board's oversight of strategy and decision making on major transactions and risk management processes, as well as setting targets relating to CRROs.

Board skills and education

The Board is equipped to oversee CRROs with varied skills and experience from strategy to risk management, operational expertise in running large businesses, financial decision making and leadership skills. All Directors have advanced or proficient skills in risk management and have advanced or proficient skill levels in environmental matters, including climate change and social matters.

An externally facilitated presentation about mandatory sustainability reporting and implications for Directors was made to the AFC during the year, which all Directors attended. A Board presentation on climate science was also made by an external facilitator.

The Board, supported by the Nomination and Governance Committee, has an ongoing succession planning and renewal program. The Board reviews its membership having regard to the ongoing and evolving needs of the Group and considers factors such as independence, skills, experience and diversity of views.

A Board skills matrix assesses the current skills of Directors and identifies where new or the renewal of skills may be required. The skills matrix also informs the continuing education of the Board.

Management's role

Each year the Board sets financial and non-financial performance measures for the Group to drive strategic priorities. In line with these measures, the executive leadership team sets performance measures aligned with being a responsible and sustainable business. The executive leadership team oversees the execution of the Group's climate-related strategy, which includes monitoring and managing CRROs. The team considers emerging sustainability topics and monitors progress against performance measures.

The ERMC supports the Board and the RSC in oversight of management and monitoring of material business risks. Membership of the ERMC comprises the CEO and senior executive team. Additional controls and risk oversight are provided by executive working groups. The ERMC typically meets prior to each RSC meeting.

The Executive ASRS Steering Committee was established in 2024 to support the Board and Board Committees in the implementation of AASB S2. It is comprised of directors and senior leaders from across the business, chaired by the Chief Financial Officer (CFO). The Committee met eight times during the year and provided updates on the implementation of ASRS to the ERMC. The CFO attends Board meetings and every meeting of the AFC and RSC, and reports on actions and recommendations of the Executive ASRS Steering Committee.

The Executive ASRS Steering Committee will be replaced by a Climate Committee as of March 2026, which will continue to oversee the implementation of ASRS, including monitoring CRROs.

Operational and specialist teams support the management of CRROs across the business.

Impact of climate on remuneration policies

Each year, the Board sets Group KPIs in line with delivering the Group's strategic priorities. The Board sets a range of financial and non-financial performance measures for the executive key management personnel (KMP) for 2025.

The 2025 Group scorecard does not have a specific climate related KPI. This decision does not reflect a decreased focus on climate risk, which remains a key priority for the Group. Rather, the Board considered the substantial progress already made toward the Group's climate targets and the level of stretch currently embedded within those objectives. In this context, the Board determined that other KPIs were more appropriate to drive strategic outcomes for 2025, while continuing to monitor climate-related progress through existing governance structures.

The CEO and executive leadership team oversee the execution of the Group's climate-related strategy, which includes monitoring and management of CRROs. They are also members of the ERMC, which supports the Board and the RSC oversee the Group's systems of risk management and internal controls. Executive KMPs that have more direct accountability for climate-related deliverables have a greater percentage of their individual scorecard weighted towards climate-related KPIs, noting that any KPIs set extend beyond business as usual responsibilities.

During 2025 the CEO and some executive KMP have been actively involved in the implementation of ASRS, with the CFO as Chair of the Executive ASRS Steering Committee.

Oversight (pp. 164–165). The Board is responsible for setting strategic direction and overseeing its implementation, including identifying and managing climate-related risks and opportunities, per the Board Charter. The Risk Management, Audit, and Remuneration and Nomination committees support it; their responsibilities are in charters reviewed annually, and the Audit Committee oversees climate-related disclosures and assurance of climate-related data. The Board receives a management update on climate-related matters at least annually (one in FY2026), approves climate targets and monitors progress at least annually. Trade-offs are assessed against the risk appetite statement; no major transaction in FY2026 required consideration of climate-related trade-offs. Board members self-assessed their climate-related competencies; the Board was found to collectively cover all relevant skills.

Remuneration (p. 165). Half of the qualitative portion of the short-term incentive was tied to sustainability and climate-related goals, representing 4.4% of total executive management remuneration; the amount linked specifically to climate-related goals cannot be isolated.

Management (p. 166). The CEO and Managing Director holds overall executive accountability; day-to-day implementation is delegated to the Group Chief Medical Officer, working with the Chief Sustainability Officer and a dedicated sustainability function. Controls follow enterprise risk management policies.

The Group has implemented a climate governance framework designed to embed climate considerations into all levels of decision-making and ensure accountability across the organisation. The Board leads this effort by setting the Group's strategic direction and has ultimate oversight for corporate governance matters, company reporting and material business risks, including climate-related risks.

Whilst the Board retains ultimate responsibility, it has delegated oversight of climate-related activities to the Sustainability Committee and the Audit & Risk Management Committee. These Committees play a critical role in monitoring climate-related risks and opportunities. The responsibilities of the Board and its Committees are outlined in their respective charters.

Board Oversight

The Group's Board is responsible for climate-related risks and opportunities that may materially impact the Group's strategy, operations, and financial performance. With extensive expertise spanning multiple industries and topics, the Board sets the Group's strategy taking climate resilience and long-term sustainability into account. This is facilitated through the Board's role in considering climate-related issues and matters when:

• Developing and refreshing the Group's overarching strategy
• Providing input into investment and funding proposals, and major capital expenditure put forward by management
• Establishing the frameworks and risk appetite within which management is to operate
• Monitoring material business risks; and
• Monitoring performance of the Group.

The governance structure ensures that important climate-related matters, risks and opportunities are monitored appropriately by the Audit & Risk Management Committee, Sustainability Committee and management and escalated as required, including to the Board.

Climate-related matters are considered at each meeting of the Board with key topics being progress on climate reporting, approving revised versions of the Board, Audit & Risk Management Committee and Sustainability Committee Charters, reviewing updates in relation to the Group's climate-related risk and opportunity assessments, progress updates on the Sustainability Roadmap and developments and studies relating to the Decarbonisation Plan.

Governance Structure

Board of Directors, with Sustainability Committee, Audit and Risk Management Committee, and Remuneration and Nominations Committee reporting to it. CEO Leadership has delegated responsibility for elements of strategy, including climate-related matters, and the Executive Leadership Team (ELT) includes the CEO, CFO, COO, CDO, Company Secretary and General Counsel.

Committees in Place to Support Board Oversight

Audit & Risk Management Committee: assists the Board in carrying out its role to oversee financial and climate reporting, risk management and assurance practices (internal and external audit). Encompassed within the scope of their role, is the responsibility to monitor and review the Group's material exposure to economic, environmental, climate, sustainability and social risks. In 2025, the Committee was updated on material climate-related risks and opportunities and their potential impacts over the defined time horizons, details of the process used for the refresh of the climate risk assessment and progress on development of this Sustainability Report. The Committee also monitored the progress on readiness activities for, and preparation of, this Sustainability Report in accordance with AASB S2 disclosure requirements and oversaw the assurance process for the Annual Report which included this Sustainability Report.

Sustainability Committee: assists and advises the Board on sustainability and climate-related matters. These include climate-related risks and opportunities, the Group's sustainability strategy and performance, along with monitoring progress of specific initiatives and projects with a sustainability or climate focus. The Committee considers the impacts of evolving regulatory and stakeholder expectations on the Group's broader strategy. During 2025, the Sustainability Committee oversaw preparation of the Sustainability Report and broader sustainability reporting and were updated by management at each meeting on the following matters: climate-related risks and opportunities including any changes in the risk profile and updates to the identification and assessment process and approach; Scope 1 and 2 emissions for each of the operational sites; and emerging and actual regulatory and policy changes.

Remuneration and Nominations Committee: assists and advises the Board on sustainability and climate-related key performance indicators and projects when included in short-term incentive plans. As of 31 December 2025, there were no climate related KPIs in relation to the material climate-related risks and opportunities contained within this report.

Management's Responsibilities

Responsibility for execution of the Group's strategy, including climate-related initiatives, is delegated by the Board to the Executive Leadership Team (ELT). This includes responsibility for identifying, assessing, monitoring and managing material risks and opportunities, including climate-related risks and opportunities which have the potential to impact the achievement of strategic objectives. The ELT assesses and monitors climate-related risks and opportunities and develops appropriate mitigation and adaptation strategies such as the Decarbonisation Plan. The involvement of senior leaders ensures that awareness of climate-related risks and opportunities is promoted across all areas and levels of the business and that climate-related matters are embedded into operational and business processes.

Oversight of these responsibilities is maintained through the above-mentioned Board committees ensuring alignment with the Board's strategic direction.

Controls and procedures used by management to support oversight of climate matters: Management of the Group's climate-related risks and opportunities by the ELT is facilitated by the use of controls and procedures relating to the identification of climate-related risks and opportunities and the monitoring of performance in managing those risks, including controls and procedures for the measurement of Greenhouse Gas (GHG) emissions and for monitoring progress of climate-related initiatives and targets.

Governance of Climate Strategy and Targets

The Board holds ultimate responsibility for climate-related leadership including the development and oversight of strategies that address climate-related risks and opportunities. This responsibility encompasses the integration of climate considerations into strategic planning, and the ongoing monitoring of risk management practices.

Climate-related Skills and Experience

The Group places a high value on a diverse range of skills and experiences within its Board, recognising that both industry-specific expertise and broader corporate acumen are essential to effective governance. This includes consideration of environmental, social, and governance capabilities and climate-related knowledge and experience. The Board together with the Remuneration and Nominations Committee, is responsible for reviewing the overall skills and experience represented by Directors to ensure that the composition remains appropriate to deliver the Group's strategy. A key Professional and Industry skill sought as part of Board composition mix is Environmental, Social and Governance, with the skills and experience reviewed on an annual basis.

In 2025, a Board skills assessment was conducted to assist in ensuring that our Board is equipped with the right capabilities to meet current responsibilities and future challenges and obligations. The assessment confirmed that Directors possess the required skillsets, while also highlighting opportunities to strengthen competencies. Over the past two years, to strengthen understanding of the climate, sustainability and the associated reporting requirements for the Group, the Directors and ELT have participated in a range of informative and educational sessions. Sessions focused on stakeholder expectations surrounding sustainability, strategic planning for climate-related risks and opportunities and ELT and Director obligations and responsibilities for external reporting. Additionally, internal and external subject matter experts were engaged to provide updates, training sessions and briefings on specific topics surrounding climate and sustainability to ensure that Directors maintained proper awareness and understanding of any new, emerging and critical requirements and obligations.

Oversight (p. 182). The Board retains ultimate responsibility for oversight of climate-related risks, opportunities and disclosures, supported by quarterly joint Audit and Sustainability Committee meetings. The Board oversees approval of climate and social value creation targets; the Audit Committee oversees climate-related reporting. Committee charters do not explicitly reference climate-related risks and opportunities; they sit within the Corporate Governance Framework.

Skills (p. 182). Director competencies include governance, risk management, strategy, capital management and climate-related matters; gaps are addressed through training, workshops and subject matter experts.

Management (p. 183). The Group is led by the Managing Director and CEO together with the Stockland Leadership Team (SLT), which manages climate-related risks, opportunities and disclosures. The Climate Reporting Steering Committee (monthly; AASB S2 reporting and controls) and the ESG Steering Committee (quarterly; climate transition planning and decarbonization targets) report to the SLT or a subcomponent of it.

Trade-offs and pay (p. 183). The Board and its Committees consider climate-related trade-offs in overseeing strategy and transactions; none material were identified. No climate-specific metrics are directly linked to executive remuneration. Climate performance is considered qualitatively in the Short Term Incentive outcome, with no negative impact on executive remuneration.

Board (p. 43). The SGL Board is responsible for oversight of climate-related risks and opportunities (CRROs) across Australia and New Zealand, assisted by Board Committees (responsibilities set out in their Charters). It is informed of CRROs and of progress against climate-related metrics and targets at least annually, and approves the Annual Report, the Climate Transition Plan with its metrics and targets, the business plan and budget, the natural hazard allowance and the annual reinsurance program, and oversees funding to manage CRROs. The Board Risk Committee approves climate-related risk appetite and reviews and approves scenario analysis and outcomes; the Board Audit Committee oversees financial and sustainability reporting. Directors self-assess annually against a skills matrix that embeds capabilities to manage physical and transition risks.

Management (p. 44). The CEO is accountable for overseeing and managing CRROs, with responsibilities delegated to Executive Leadership Team members, including the CFO (climate-related targets, scenario analysis, reinsurance) and the CRO (second line oversight of CRROs). Climate-related risks are incorporated into risk management processes and may be escalated to the Board; consideration of trade-offs is inherent.

Remuneration (p. 44). CRROs are reflected in executive remuneration through the financial and risk measures in the Suncorp Scorecard, with no standalone climate measures or separate weighting.

Index (p. 215): Governance, p. 204.

Oversight (pp. 204–205). The Board approves public climate and sustainability targets and disclosures and oversees the approach to climate and nature-related risks and opportunities. The Risk and Sustainability Committee (RSC) reviews climate and nature-related risks, opportunities, plans and disclosures and monitors the effectiveness of governance, management systems and controls on climate-related matters. The People and Remuneration Committee reviews and makes recommendations to the Board on CEO and Senior Management remuneration, including performance against climate-related metrics and targets; in FY26 and FY27, 5 percent of the Telstra Group short term incentive (STI) scorecard is linked to the emissions reduction targets (p. 203). The RSC Charter requires members to have between them sufficient risk, compliance and ESG knowledge, and the Board uses a skills matrix.

Information (p. 205). Environment risk updates are typically provided to the RSC biannually. The papers are the primary mechanism for giving the RSC management's key judgments and recommendations and raising awareness of any trade-offs.

Management (p. 204). The Corporate Affairs, Risk and Legal (CARL) Group Executive is accountable for material risks relating to CARL, including climate adaptation, and is the key conduit to the RSC. The Sustainability Executive chairs the Environment Executives Group and is accountable for sustainability reporting.

Board and management's role in governance

The governance bodies responsible for overseeing climate-related risk and opportunities, and their responsibilities, are set out below. The Board and Committees' responsibilities are reflected in respective charters, which are reviewed annually. The Board delegates day-to-day responsibility of executing strategy, including climate-related matters, to the Managing Director and Group CEO.

Board & Committees: The Board has ultimate oversight of the Group's strategic direction on sustainability, including the oversight of the Group's climate-related risks and opportunities. It ensures that sustainability is integrated into the Group's corporate strategy. In particular, the Board considers how the Group's strategy, performance objectives and risk management processes and policies are designed to respond to climate-related risks and opportunities. The Board's oversight of climate-related risks and opportunities is supported by the Committees. The Board is informed at least annually about climate-related risks and opportunities. The Board approved the Group's climate-related target and plans for FY25 in February 2025, on recommendation from the Safety & Sustainability Committee (SASC). In FY25, the Board considered no trade-offs associated with climate-related risks and opportunities in its decision on major transactions.

Safety & Sustainability Committee (SASC): Oversees workplace safety, health, environment and sustainability (including climate) matters. Responsibilities: reviewing and recommending to the Board the Group's sustainability strategy, plans and targets annually; overseeing processes for identification, management and reporting of climate-related risks and opportunities; reviewing and monitoring execution of the Group's climate transition plan; monitoring of progress towards climate targets quarterly. The SASC met four times in FY25 and was informed on climate related risks and opportunities through discussion with management. Climate-related targets and plans for FY25 were discussed with management, endorsed and recommended to the Board in February 2025 for approval. The SASC discussed targets and transition planning at its December 2025 meeting.

Audit, Risk & Compliance Committee (ARCC): Oversees corporate governance, financial reporting, internal control structure, risk management systems, internal and external audit functions, and compliance with all applicable laws and regulations. Responsibilities: overseeing the Group's Risk and Opportunity Management Framework, which covers climate-related risk and opportunities; recommending to the Board the appropriate level of financial and non-financial risks (including climate-related risks) that the Group should be prepared to accept; recommending to the Board the level of assurance for climate-related disclosures; reviewing climate-related disclosures (AASB S2) and recommending for approval by the Board. The ARCC met four times in FY25 and was informed on enterprise risks and climate-related disclosures.

People & Remuneration Committee (PRC): Assists the Board in the effective discharge of its responsibilities for people and remuneration matters. Responsibilities: overseeing the Group's Remuneration Framework; reviewing remuneration outcomes applicable to the Managing Director and Group CEO, Executive Leadership Team and senior management through the achievement of annual and long-term targets (including climate-related targets). The PRC met five times in FY25. It approved the targets for incentive plans in the February 2025 meeting; and received updates on performance against targets in the August and December meetings.

Managing Director and Group CEO: Manages Ventia in accordance with the strategy, business plans and policies approved by the Board including ensuring resourcing for the governance and implementation of climate strategy.

Climate Governance Steering Committee (CGSC): Established in 2025 and comprises the Group Executive, People, Safety & Sustainability; Chief Financial Officer; and Group General Counsel. Responsibilities: oversight of identification of climate-related risks and opportunities and assessment of their impact; oversight of climate-related initiatives across the Group, including strategies to respond to the Group's climate-related risk and opportunities; review and endorsement of the Group's Climate Transition Action Plan; oversight of the setting and measurement of climate-related metrics and targets, and progress towards achieving those targets. The CGSC met 6 times in 2025 and provides quarterly updates to the SASC on sustainability-related matters.

Climate Working Group: A cross-functional climate working group reports to the CGSC and is responsible for the operation of climate-related projects and activities including effective execution of internal processes and controls. The Climate Working Group met 18 times in 2025.

Controls and procedures used by management to support oversight of climate matters

The Board has endorsed a documented process to ensure the Group has internal processes, plans and controls for preparing climate-related information for the Sustainability Report. The process details roles and responsibilities in relation to activities, including scenario analysis, risk and opportunity assessment, transition planning, assessment of financial impact and measurement of GHG emissions. The CGSC was established in Q1 2025 to provide governance oversight of climate-related risks and opportunities and the Group's climate initiatives. The CGSC provides oversight of approved processes, including the verification and management's review of climate-related metrics and information. The CGSC is supported by the CWG in fulfilling management's responsibility to identify climate-related risks and opportunities and monitor performance in managing them. The CGSC receives quarterly updates from the CWG, a cross-functional team with members from Finance, Sustainability, Legal, Risk and Insurance, Strategy, Investor Relations and Supply Chain. Controls and procedures, such as those to identify and assess climate-related risks and opportunities, and the review and endorsement by Group Executives, are used to support these activities under the Group's Risk Management Framework. Management has established controls and procedures to ensure the accuracy and reliability of climate-related information, including: regular review of management reporting provided to governance bodies, including oversight of key climate-related metrics, risks, opportunities and targets; cross functional review of climate-related disclosure by the CWG, leveraging internal subject matter experts; review of the measurement and estimation of GHG emissions, to support monitoring progress towards achieving targets; internal review of financial impacts of climate-related risks and opportunities to ensure these impacts are accurately recorded.

Climate-related skills and experience

The Company's Directors undertake a self-assessment of their individual skills and experience annually. The Board Skills Matrix identifies seven Directors with skills and experience in sustainability governance (including the identification and management of climate-related risks and opportunities). The Board Nominations Committee is responsible for ensuring that the Board comprises Directors who collectively have the skills, knowledge and experience needed to support the Group to achieve its strategic objectives and fulfill its legal and regulatory requirements, including sustainability and climate-related governance. The SASC Charter requires members to have recent and relevant skills and competencies to provide oversight of sustainability matters, including strategies to respond to climate-related risks and opportunities. To stay current with climate oversight trends, all Directors undertook the Australian Institute of Company Directors Climate Governance online course in 2025. At the August 2025 meeting of the SASC, an external climate specialist provided a briefing on climate governance, Board roles and responsibilities, and an update on current market practices as well as a discussion on insights taken from the course.

Remuneration

The PRC reviews the Group's Remuneration Framework and outcomes applicable to the Managing Director and Group CEO, Executive Leadership Team and senior management to ensure they support the Group's strategic objectives and shareholder value creation over the long-term, through the achievement of annual and long-term targets. The Remuneration Framework is underpinned by short- and long-term objectives that guide decisions and behaviours of the Group's senior leaders. The Short-Term Incentive (STI) is approved annually by the Board and focuses on the achievement of annual goals. All STI participants are required to meet objectives in a scorecard, including the achievement of greenhouse gas emissions reduction targets (measured in Scope 1 and 2 emissions intensity), which carries a 5% weighting. The SASC oversees the setting and monitoring of climate-related targets. In 2025, 1.9% of the Group's Key Management Personnel's total maximum remuneration opportunity was dependent on achieving climate-related objectives.

Board oversight

The Board of Viva Energy Group Limited strives to build sustainable value for shareholders while protecting the assets and reputation of the Company. Its functions include but are not limited to defining the Company's purpose and strategic objectives.

The Board is ultimately responsible for the oversight of climate-related matters, including the review and consideration of the potential impacts of climate-related risks and opportunities on the Company's strategy, how climate-related considerations are integrated into the Company's strategy and risk management systems, and how climate-related risks and opportunities are managed.

The Board is responsible for approving and overseeing the Company's strategy and major strategic investment decisions, including the strategy around the transition to new energies and climate-related capital allocations, ensuring that trade-offs between risks and opportunities are carefully evaluated. Climate-related risks and opportunities are embedded within the Company's strategic plan and Enterprise Risk Management (ERM) Framework. The Board's role is to ensure that the Company's strategic initiatives reflect these principles and address material climate-related risks and opportunities.

To support this oversight, management prepares analysis for Board review that aligns with the Company's strategic direction and ERM Framework and considers the nature of the Company's operations and the material climate-related risks and opportunities disclosed.

The Company's approach to monitoring and managing climate-related risks and opportunities is primarily overseen by the Board's standing Committees, including the Sustainability Committee and Audit and Risk Committee (ARC). The specific duties of the Board and its Committees are set out in its charters, available on the Company website.

Sustainability Committee

The Sustainability Committee is responsible for:

• reviewing the performance of the Company in relation to climate-related matters, decisions and actions;
• reviewing the Company's compliance with legal and regulatory obligations in relation to climate-related policies and procedures;
• reviewing and considering for approval the objectives, targets and key performance indicators that will drive continuous improvement in climate-related performance;
• monitoring any significant changes to the climate-related risk profile and business strategies.

The Sustainability Committee met four times during 2025 and each meeting involved climate-related discussions or decisions. Across the year, these topics included: developing the Company's decarbonisation strategy, pathways and transition planning; ongoing review of the Company's carbon emissions profile, reduction process and plans; progress against the Company's climate-related targets, and of the Geelong Refinery against Safeguard Mechanism requirements; a 6-monthly review of the Company's material climate-related risks and opportunities.

Audit and Risk Committee (ARC)

The ARC is responsible for overseeing and reviewing the Company's ERM Framework, including its strategies, policies, procedures and systems for managing risk and their effectiveness. The ARC oversees the implementation and effectiveness of the ERM Framework and related Group risk registers. The ARC performs a formal six-monthly review of the Group risk registers, which incorporate climate-related risks.

The ARC met six times during 2025. A standing Risk and Assurance Report was tabled at five ARC meetings during 2025, including updates on emerging climate-related government policy and regulatory risks. During the second half of 2025, the ARC received regular updates on progress towards mandatory climate-related disclosures, including a formal readiness assessment. The ARC and the Sustainability Committee had coordinated oversight of, and reviewed, management's preparations for AASB S2 reporting during 2025.

Remuneration and Nominations Committee

The Remuneration and Nominations Committee (RNC) assists the Board in evaluating and making recommendations in relation to remuneration arrangements for directors and senior management. The RNC also evaluates and makes recommendations to the Board in relation to Board renewal matters, including considering the mix of skills and experience necessary or desirable in the composition of the Board. The RNC ensures that the Company's remuneration framework is aligned with the Company's purpose, values, strategic objectives and risk appetite, which includes the consideration of climate-related risks and opportunities. The RNC met three times during 2025.

Board processes and structure

To stay informed about climate-related risks and opportunities, the Committee Chairs report to the Board following every Committee meeting. Any relevant decisions (determined by the Company's delegations of authority register) in relation to the climate-related risks and opportunities, including the setting of climate-related targets and climate-related investment decisions, are ultimately approved by the Board. The Board has access to the meeting minutes of all Committees, which include details of climate-related risks, opportunities and internal controls.

The Board considers climate-related risks and opportunities when overseeing the Company's strategy and performance against strategic objectives, by taking into account climate scenario analyses and identifying initiatives that support the energy transition, such as investments in renewable energy, low-carbon liquid fuels, and circular economy programs. The Board also sets the Company's emissions reduction ambitions and other policies that guide operational decision-making. This includes for example, the balance between pursuing climate-related opportunities and advancing the Company's own emissions reduction initiatives.

The Board aims to have Directors with the appropriate mix of skills, experience, expertise and diversity that are relevant to the Company's businesses and the Board's responsibilities, including the responsibility to monitor, manage and oversee climate-related risks and opportunities. The Board Skills and Experience Matrix outlines the skills and experience the Board aims to achieve in its membership. Experience in climate-related risk and opportunities is incorporated into a number of matrix categories, including strategy, risk, industry, capital management, environment and governance. This is regularly reviewed as part of the Board's succession planning, evaluation process and Director's self-assessment process, with the assistance of the RNC.

Time is allocated during Board and Committee meetings for ongoing education and professional development. These sessions are designed to provide Directors with knowledge and ongoing development to support them in performing their role, including to respond to the Company's climate-related risks and opportunities. Board briefings during 2025 were delivered by both senior management and external experts. Directors attended externally-led sessions on Australia's energy transition, the requirements on Directors of mandatory climate-related disclosures, and global trends in new energies.

Management-level governance

The Chief Executive Officer (CEO) is responsible for managing the Company and its business within levels of authority specified by the Board. A delegation of authority framework outlines matters that are delegated to the CEO and other members of senior management. The CEO may delegate aspects of his authority and power to the management team but remains accountable to the Board for the Company's performance. The CEO reports to the Board at regular Board meetings.

The Executive Leadership Team (ELT) and senior management are central in implementing the Company's governance framework. Their responsibilities also include implementing and monitoring controls and risk management procedures, managing climate-related risks, opportunities, targets and strategies and tracking progress against those strategies. Members of the ELT and senior management form various forums and decision-making bodies to oversee these responsibilities.

Controls and procedures for measuring the Group's GHG emissions and tracking progress against climate strategies are embedded within the ERM Framework and integrated across the business. Various internal functions are responsible for the day-to-day management of climate-related risks and opportunities, including customer-facing, operational and strategically focused teams including Strategy, Sustainability, Decarbonisation and Future Fuels, Carbon Solutions, Legal, Finance, Procurement, and Supply and Technical teams.

The Sustainability team is responsible for the continual update of the Company's climate-related risk and opportunity register, with input from subject matter experts throughout the business. Additional oversight of the register is facilitated by the CEO, Chief Financial Officer (CFO), and the Chief Strategy Officer.

Executive Remuneration

The Executive Remuneration Framework comprises total fixed remuneration, and variable short- and long-term incentives.

The short-term incentive (STI) program rewards executives on the execution of annual performance against a balanced scorecard of performance measures focused on financial (60%), a mix of individual personal and group objectives aligned with the Company's strategic goals (25%) and safety and environmental, social and governance (ESG) outcomes (15%). Certain 'strategic' and 'safety & ESG' measures are linked to the Company's climate-related risks and opportunities. Relevant metrics for 2025 included: sites with rooftop solar and electric vehicle (EV) chargers; open the New Energies / Hydrogen Service Station and commercialise position in hydrogen; complete front-end engineering design for plastics recycling; secure policy settings for low carbon fuel processing; establish sustainable aviation fuel import capability.

The long-term incentive (LTI) program is delivered as equity in the form of Performance Rights to executives. Vesting is conditional on assessment of achievement against a scorecard of performance conditions over a three-year performance period, covering both financial and strategic measures. The strategic component (15% of the scorecard) measures performance against strategic initiatives. The agreed strategic objectives for the 2025-2027 LTI include elements that relate to the Company's climate-related risks and opportunities: develop and deliver projects to achieve the Company's emission reduction targets and make meaningful progress on the Company's new energies and lower carbon agenda; and successfully transition the Coles Express business, stand up the retail organisation and make material progress on rebranding the stores and repositioning the offer.

On average, 9% of the total short-term incentives accrued in 2025 for the Executive Leadership Team were linked to climate-related considerations.

The 2023-2025 LTI included a 15% strategic component, with objectives relating to the Company's climate-related risks and opportunities as follows: develop and execute strategic options to grow non-fuel earnings; develop the Energy Hub at Geelong; develop and deliver projects to achieve the Company's emission reduction targets and make meaningful progress on the Company's new energies and lower carbon agenda; and successfully transition the Coles Express business, stand up the retail organisation and make material progress on rebranding the stores and repositioning the offer.

Oversight (p. 58). The Board has ultimate responsibility for oversight of how the Group identifies, manages, monitors and reports on climate-related risks and opportunities (CRROs), assigned through its Charter. It approves the Environment and Climate Policy, internal carbon price, emissions reduction and net zero targets and the Risk Appetite Statement; oversees integration of CRROs into the Corporate Plan, risk management and major investment decisions, including trade-offs; and oversees the adequacy of climate-related disclosure controls. It is informed by management and the Audit and Risk Committee (ARC), which considered climate matters at five meetings in 2026.

Skills (p. 59). The Board reviews its skills, including climate knowledge, annually and received climate training in 2026.

Remuneration (pp. 58–59). The Remuneration Committee considers climate and sustainability performance in executive remuneration. Sustainability objectives had a total weighting of 10% of each executive's scorecard under the Key Executive Equity Performance Plan, with no weighting for individual elements, including climate.

Management (pp. 58–59). Management embeds climate in planning and risk; divisional executives are accountable for climate strategies and data accuracy, overseen by divisional boards. An annual questionnaire completed by divisional executives is a climate-specific control; internal audit reviews climate processes, reporting to the ARC.

Board and committees (pages 58–59). The Board has ultimate responsibility for oversight of climate-related risks and opportunities (CRROs) and considers them annually. It is supported by the Audit and Risk Management (ARM) Committee, which reviews and makes recommendations to the Board on oversight of financial risks associated with climate change, and the Health, Safety, Environment and Community (HSEC) Committee, responsible for oversight of physical risks. The Board also oversees climate-related factors in all major transactions requiring its final approval. Enterprise risks were presented bi-annually to the ARM Committee in FY26.

Management and controls (pages 59–60). The Managing Director and CEO, supported by the Executive Leadership Team, has ultimate executive responsibility for sustainability matters, including CRROs. Delegated roles include the CFO (strategy, scenario analysis, financial reporting, enterprise risk management) and the Executive General Manager, Health, Safety & Environment (physical climate risks, emissions reporting). The Climate Change Working Group, chaired by the Executive General Manager, Corporate Affairs, is the control used by management to support oversight. Trade-offs are evaluated where relevant.

Skills and remuneration (page 60). The Board has undertaken a Climate Governance Skills and Competency Assessment. The remuneration framework does not include specific climate-related metrics or targets.

Oversight (pp. 211–212). The Board oversees sustainability strategy, policies, performance, targets and initiatives, monitors climate-related risks and opportunities, and is responsible for incorporating climate resilience into strategy and the business model. Climate-related risks are considered in M&A due diligence where the deal supports it, and trade-offs when setting risk appetite. The Audit & Risk Committee (ARC) reviews the Enterprise Risk Management Framework at least annually, receives quarterly management reports on new and emerging risks, and updates the Board verbally after each meeting. Responsibilities reflect the published charters.

Skills and remuneration (p. 212). The Nomination Committee reviews the Board skills matrix at least annually, including sustainability and ESG competencies, and the Board received training from an external advisor. The People & Remuneration Committee considers climate-related responsibilities in remuneration reviews, but no specific performance metrics are linked to climate and executive remuneration is not explicitly linked to climate performance, as the potential financial impact is not material.

Management (p. 213). The Sustainability & ESG function coordinates climate matters, integrating them into controls such as the Enterprise Risk Register, the Management Risk Committee and a cross-functional Climate-related Risk and Opportunity Working Group; it and the Risk function report to the Chief Financial Officer.

Board oversight

The Board oversees and considers recommendations from the Sustainability Committee on the company's policies, performance and reporting in relation to sustainability-related matters including health and safety, process safety, the environment, climate change, human rights, Indigenous Peoples cultural heritage and engagement, security and emergency management and community relations.

The Board approves relevant sustainability-related targets, monitoring performance against them, and approving recommendations from the Human Resources & Compensation Committee about the inclusion of sustainability-related metrics in executive remuneration.

Board composition, skills and knowledge

The Non-Executive Directors bring diverse operational and international experience, industry understanding, knowledge of financial markets and decarbonisation technologies and strategies, and insight into health, safety, environmental, community and other sustainability-related matters that are important to Woodside. The Board supplements its sustainability knowledge by seeking the input of executives, external advisers and specialists to further inform its decisions.

The competencies and skills of the Directors are set out in the competencies matrix included in Section 4.1 - Corporate Governance Statement. The Director competencies matrix includes energy transition and climate-related components to reflect the importance of these issues to Woodside's operations. The Board uses this competencies matrix to assess the skills and experience of each Director and the combined capabilities of the Board, to identify potential areas of focus for Director recruitment and to identify any professional development opportunities that may benefit Directors.

Board committees

The Board has four standing committees to assist in the discharge of its responsibilities, including on sustainability-related matters.

The Sustainability Committee's responsibilities include reviewing, and making recommendations to the Board on the company's policies, performance and reporting in relation to sustainability-related matters. The role of the Sustainability Committee also includes: overseeing (in conjunction with the Audit and Risk Committee, as appropriate) the administration of the processes for identifying, assessing, prioritising, monitoring and managing the company's material sustainability-related risks and opportunities; reviewing and monitoring compliance with applicable sustainability-related laws and regulations; and reviewing and recommending to the Board for approval material public sustainability-related targets and monitoring progress against those targets. The Sustainability Committee meets at least four times a year.

The Audit & Risk Committee assists the Board to meet its oversight responsibilities in relation to the company's corporate reporting, compliance with legal and regulatory requirements, accounting and sustainability standards, tax matters, internal control structure, risk management procedures, cybersecurity matters and the internal and external audit functions. Given the importance of material sustainability-related risks and opportunities to Woodside, and potential implications relating to financial reporting, the Audit & Risk Committee reviews the Company's risk management framework, with input from management, other committees and external experts as appropriate, to ensure that it adequately deals with contemporary and emerging risks, including material sustainability-related risks (including climate-related risks and opportunities). The Audit & Risk Committee also considers the inclusion of sustainability-related risks within Woodside's internal audit program and the appropriateness of disclosures on climate-related risk within the consolidated financial statements.

The Nominations & Governance Committee assists the Board with reviewing Board composition, performance and succession planning.

The Human Resources & Compensation Committee assists the Board with establishing and implementing human resources and compensation strategies, policies and practices. Performance based remuneration for the CEO, senior leadership team and all other permanent employees include metrics related to climate and health and safety.

Sustainability-related Board discussions

A structured calendar provides the Board and its relevant Committees with regular scheduled updates on the four material topics ... and other sustainability topics as appropriate. Outcomes from committee meetings are communicated to the Board. Information is presented by management as well as external advisers and specialists. Climate change and safety are both separately discussed at every meeting of the Sustainability Committee, or at a Board Meeting during meetings at which the Sustainability Committee does not convene.

Examples of topics considered by the Board and its relevant Committees in 2025 include: energy markets and the energy transition, including developments in international policy, particularly in the US, European Union and Australia; investor feedback on climate and sustainability topics; the identification of material sustainability topics for 2026; health and safety matters; performance against net equity Scope 1 and 2 GHG emissions targets and the progress of emissions reduction initiatives; performance against the targets in Woodside's Reconciliation Action Plan (RAP); the company's obligations under the Australian Sustainability Reporting Standard Climate-related Disclosures Standard S2 (AASB S2), including amongst other matters, the material climate-related risks and opportunities; updates from the Murujuga Rock Art Monitoring Program and other regulatory and international heritage matters; biodiversity outcomes; sustainability ratings agencies assessments; human rights matters; information on the cost and feasibility of potential emissions abatement options; developments in the European Carbon Border Adjustment Mechanism and the methane regulation; Woodside's Oil and Gas Methane Partnership 2.0 (OGMP 2.0) Implementation Plan; Woodside's performance against the World Bank's Zero Routine Flaring by 2030 initiative; and an update on the 30th Conference of the Parties to the United Nations Framework Convention on Climate Change and International Maritime Organization's Net Zero Framework.

Investor engagement

In 2025 our Board and Management held over 200 meetings with investors in which climate and sustainability-related matters were discussed. The Board and Executive Leadership Team regularly discuss the feedback that they receive during this structured calendar of engagement. It is the role of the Board to listen, consider and balance divergent stakeholder perspectives along with its relevant industry experience, technical knowledge, and access to expertise, ultimately adopting a direction that is in the long-term interests of its shareholders.

CEO and Executive remuneration

Executive remuneration is an important tool to reward management performance in line with company priorities, including sustainability. In 2025, safety and climate metrics were each a distinct component of the Company Scorecard impacting Variable Annual Reward. Safety metrics make up 15% of the total scorecard. Climate metrics make up 15% of the total scorecard, and are based on gross Scope 1 and 2 GHG emissions performance and on new energy project progress. Individual key performance indicators (KPIs) may also be added to Executive performance agreements in accordance with their roles and responsibilities.

Management accountabilities

The CEO is responsible for the management of Woodside's business activities, including implementation of the Sustainability Plan, and reports directly to the Board and Chair. The CEO is supported by the Executive Leadership Team. The position of Executive Vice President Sustainability, Policy and External Affairs reports directly to the CEO and is a member of the Executive Leadership Team. The Executive Leadership Team is informed about and monitors progress on sustainability-related matters by senior leaders through channels such as presentations and papers to the Executive Leadership Team, and by distribution of Board papers and other periodic updates.

The strategic nature of sustainability-related topics means that many different groups (including amongst others Climate and Sustainability, Finance, Governance and Risk and Compliance and Operations) have a role to play in the delivery of sustainability-related performance. Activities include: incorporating sustainability-related considerations, in particular climate and the energy transition, into development of company strategy; setting budgets, a capital allocation framework and investment decision-making processes that include the consideration of sustainability-related factors; preparing a sustainability plan and recommending actions, targets and metrics; consideration of identified material climate-related risks and opportunities (and integration within the risk management process); monitoring and updating the Board and Executive Leadership Team on the Sustainability Plan and related internal and external developments; designing company-wide processes to assist business delivery, such as integrated emissions accounting and forecasting, technical company minimum standards, and asset decarbonisation plans; building a portfolio of carbon credits which is subject to integrity due diligence; liaising with debt and equity investors, including on sustainability-related matters.

Accessing global knowledge

Woodside management supplements its knowledge and expertise by joining and engaging with external organisations. In 2025, Woodside engaged with organisations including Ipieca. Woodside's Vice President Climate, Sustainability and Energy Policy is a member of Ipieca's global executive committee and is responsible for championing the organisation's work on climate change. Other Woodside employees attend committees and working groups, including its Climate Change, Social, and Environment committees. Woodside is also a member of the International Association of Oil & Gas Producers (IOGP).

Mandatory sustainability reporting requirements

As a calendar year reporter, Woodside is required under the Corporations Act 2001 (Cth) and AASB S2 to include specific climate-related disclosures in this Sustainability Report.

Board and committees (pp. 53–54). The Board retains ultimate responsibility for oversight of climate-related risks and opportunities (CRROs) and approves the sustainability strategy, climate emissions reduction targets and sustainability disclosures. The Sustainability Committee oversees the strategy, monitors progress toward climate targets and oversees policies to manage CRROs. The Risk Committee oversees integration of climate into risk management. The Audit and Finance Committee oversees the quantification of CRROs and related assurance. The People Committee considers whether and how climate metrics are included in remuneration policies. The Sustainability and Audit and Finance Committee charters were revised in July 2025, and the two held three joint meetings in F26. The Nomination Committee reviews Board skills, including climate expertise, annually, and three committees receive briefings from management or external experts.

Management (pp. 54–55). The CEO is accountable for implementing strategies to address CRROs, supported by the CSO, CFO, CRO and CLO. Management reports progress on the sustainability strategy and net zero transition to the Sustainability Committee at each meeting. In F26 management considered several climate trade-off decisions. No specific percentage of executive remuneration was directly linked to climate-related metrics, but the CSO's performance objectives included delivery of the Scope 1, 2 and 3 emission reduction targets (p. 55).

Bodies and responsibilities (pp. 38–39). The Board has ultimate oversight of climate-related risks and opportunities (CRROs), strategy and targets, and approves the climate transition plan and material public climate targets. Responsibilities sit in the Board Charter and four committee charters: the Health, Safety and Sustainability Committee covers climate approach, targets and progress; the Audit and Risk Committee covers risk management and risk-related disclosures; the People and Remuneration Committee covers climate in remuneration; the Nominations Committee reviews the Board skills matrix for CRROs and designs director education covering climate.

Information and trade-offs (p. 39). In FY2026 the Board and committees were briefed on AASB S2 progress (November 2025, February and April 2026) and discussed CRROs (April and June 2026). In approving FY2030 Ambition 2.0 the Board weighed climate considerations against commercial, regulatory and operational factors.

Management and remuneration (p. 40). The Board delegates to the CEO; the CFO and Executive Group Director, Risk provide strategic oversight of CRROs; the Group Director, Sustainability oversees identification, integration into strategy and target progress. A Climate Reporting Standard sets roles across Sustainability, Finance, Risk and Strategy. Scope 1 and 2 (market-based) emissions are one metric in the ESG component, which is 20% of the short term incentive business scorecard.

Our Board is responsible for our overall corporate governance and leadership, including directing company affairs, setting and monitoring our risk management strategy (including climate-related risks and opportunities), and overseeing the appointment, remuneration and performance of senior executives.

The Board may, from time-to-time, establish appropriate committees to assist in the discharge of its responsibilities. The Board has established four standing committees: Audit and Risk Management Committee; Health, Safety, Environment and Community Committee; Nomination and Remuneration Committee; and Strategy and Development Committee.

Audit and Risk Management Committee (ARMC)

The Board's Audit and Risk Management Committee (ARMC), assists the Board in relation to the reporting of financial and sustainability information, with satisfying itself that a sound system of risk oversight and management exists, that internal controls are effective, and for setting the risk appetite within which the Board expects management to operate.

The ARMC meets at least four times annually with duties and responsibilities that include reviewing and evaluating whether Yancoal has any material exposure to business risks, including financial and non-financial risks (including climate-related risks), environmental risks, social risks and, if it does, how Yancoal manages or intends to manage those risks. The Board has ultimate responsibility for the oversight of setting and monitoring Yancoal's risk management strategy (including ESG and climate risks).

Health, Safety, Environment and Community (HSEC) Committee

The Board's Health, Safety, Environment and Community (HSEC) Committee, which meets at least four times annually, assists the Board with:

• Fulfilling its responsibilities in relation to the health, safety, environment and community (collectively HSEC) matters arising from Yancoal's activities.
• Considering, assessing and monitoring whether or not Yancoal has in place the appropriate policies, standards, systems and resources required to meet our HSEC commitments.
• Providing necessary focus and guidance on HSEC matters across the organisation.
• Assess whether Yancoal has any material exposure to environmental, social and climate change risks, considering climate-related matters and issues, including climate-related risks and opportunities (CRROs) and evaluating and determining the Company's HSEC-related risks and opportunities.
• Monitoring the implementation of Yancoal's P4 Change 4 Tomorrow Strategy.

Sustainability Working Group (SWG)

Reporting to the HSEC Committee, the Sustainability Working Group (SWG) supports Yancoal to integrate strategic sustainability priorities into core operations, and to develop, implement and monitor sustainability initiatives. The scope of the SWG includes several climate-related matters such as energy and resource efficiency and emissions abatement (including mitigation and offsets). The SWG meets quarterly and is comprised of representatives from various departments and levels within Yancoal. The SWG reports its activities and progress regularly to the HSEC Committee and other relevant stakeholders.

Management's role

Each of the P4 pillars has an assigned Executive Sponsor, with representatives from relevant functional areas to support its implementation. Together, these sponsors and representatives form part of the SWG. The Sustainability Governance Framework is intended to strengthen how sustainability-matters inform strategic planning, operational decision-making and performance monitoring.