The Company is quoted on AIM and in accordance with the AIM Rules the Quoted Companies Alliance Corporate Governance Code 2018 (QCA Code 2018/the Code) was adopted and implemented from September 2018. Details of how the Company has incorporated each of the ten principles is disclosed in this section of the website. The revised Code was published in November 2023 (QCA Code 2023) and Sylvania has adopted these changes.

The Company provides a summary of its current Corporate Governance Code compliance as guidance, as detailed below.

Effective communication of the Group’s governance and strategy to shareholders is crucial. This is achieved through relationships between the Board and shareholders, as well as formal platforms that foster trust in both the Group and the Board. Shareholders are given opportunities to respond to these engagements, promoting open communication channels.

The QCA Code 2023 emphasises the importance of Board independence, succession planning, the workforce, risk management, ESG initiatives and the related reporting. The aforementioned have always been key focus areas and the Board continues to evaluate and assess the effectiveness around the governance in these areas. The Board of Directors established an audit, nomination, remuneration and technical committee to address specific areas in more detail. The company has been navigating a rapidly changing  ESG environment and the Board remains committed to meeting all stakeholders’ expectations as evidenced in the annual ESG report.

The Board understands that good corporate governance is fundamental to ensure long-term shareholder value. The Board endeavours to make well-informed and timely decisions to improve operational and financial performance while managing the Group’s risks. The QCA Code’s principles are directly adopted into the Group’s business strategy and day-to-day operations. Strategic planning is aligned with governance best practices, considering risk appetite in all decisions and ensuring ethical standards guide business plans. The Board drives the corporate culture grounded in the Company’s Vision, Mission and Values.

THE BOARD OF DIRECTORS

The Board is responsible for providing leadership aligned with the Group’s culture and ethical values, creating an environment where strategy, performance, risk management and sustainability are equally valued and balanced to optimise results. The Board is responsible for the management of the Group by developing, reviewing and approving the Group’s strategy, budgets and corporate actions. Regular Board meetings are held to review strategy, planning, operational and financial performance. Furthermore, the Board ensures that its obligations to shareholders and other stakeholders are met and that good relationships are maintained.

The Board comprises five members, representing a balance of sector expertise, financial and market experience and personal attributes. The composition of the Board and the respective skills supports the delivery of the Group’s strategy and business plan. There is a clear division of responsibilities at the head of the Group through the separation of the positions of the Chair and the Chief Executive Officer and the roles and responsibilities of the Board members are clearly defined.

The Board is made up of: the Non-Executive Chairman, two Independent Non-Executive Directors and two Executive Directors. The details of the Board members are outlined in the Directors’ report.

The Board currently comprises:

During the financial year under review, there were three formal meetings and five information sessions. Strategy and Risk discussions now form part of all Board and Board Information meetings. All other matters that require formal Board resolutions were dealt with via written circular resolutions and through the holding of conference calls. In addition, the Directors met on a formal basis at regular intervals during the year to discuss the Group’s affairs.

SHAREHOLDER RELATIONS AND EXPECTATIONS

Effective communication of the Group’s strategy and governance to shareholders has been a crucial priority.

The Board engages investors through multiple channels, including bi-annual roadshows, regular investor meetings, timely Regulatory News Service (RNS) announcements, and updates on the Company. These efforts foster trust and transparency between the Board and shareholders, ensuring that investors understand the Company’s performance and direction. Shareholders are given the opportunity to ask questions and provide feedback during these engagements, promoting open two-way communication and enabling the Board to respond to shareholder expectations.

AUDIT COMMITTEE

The Audit plays a vital role in ensuring the integrity of the Group’s financial reporting, risk management, internal control environment, audit functions and governance practices.. Please refer to the Audit Committee Charter.

The Audit Committee comprises of members Adrian Reynolds and Simon Scott, who is also the Committee’s Chair. The members bring a blend of relevant financial and industry experience, of which a summary, together with the annual attendance register, can be found in the Directors’ report.

The role of the Audit Committee includes, amongst other, the below:

• monitor and review the integrity of the financial reporting of the Company, reviewing significant financial reporting judgments;
• review the Company’s insurances on behalf of the Board, noting that the Company’s risks in general are addressed by the Board itself;
• monitor, review and oversee the external audit function including matters concerning appointment and remuneration, independence and non-audit services;
• monitor, review and oversee the internal audit function and the financial control system;
• monitor and review compliance with the Company’s Code of Conduct and Whistle-blower Policy; and
• perform such other functions as assigned by law, the Company’s Byelaws, or the Board.

The Audit Committee invites representatives of the external auditor, management and on occasion the internal auditor to all committee meetings. PwC is the Company’s external auditor.

For the current period’s meetings, the Chair of the Board, CEO, CFO, Executive Officer: Finance, the external auditor, as well as the internal auditor, attended the meetings by invitation and provided input into key matters. Both the internal and external auditors have unrestricted access to the Chair of the audit committee and meet with the Chair outside of the audit committee should the need arise. The internal and external auditors also meet independently where necessary to discuss the overall control environment and related matters. The committee has unrestricted access to all Group information and may seek information from any employee. The Chair of the audit committee meets regularly with the CFO where the Company strategy, key risk areas, treasury function and general accounting policies and disclosures are discussed, among others. The Chair provides feedback to the Board on the matters discussed at each audit committee meeting, and recommendations are made as appropriate. Minutes of all audit committee meetings are made available to the full Board.

 The audit committee operates in accordance with its Terms of Reference and the key areas considered during 2024/2025 include:

a. Financial reporting oversight

The committee considered the Company’s quarterly announcements, half-yearly, and annual financial statements, ensuring compliance with IFRS and AIM Rules for Companies.

The key assumptions and estimates are reviewed by the audit committee prior to the publication of the interim and annual financial statements, as well as significant matters throughout the year.

The audit committee was satisfied that the judgement exercised by management on material items contained within the reports, is reasonable.

Key judgements and estimates in the FY2025 Group financial statements considered by the audit committee include:

• revenue recognition from PGM sales;
• the assessment of the recoverability of long-lived assets;
• environmental rehabilitation and closure provision;
• taxation matters and deferred tax;
• going concern; and
• subsequent events

The committee confirmed that the Group’s consolidated financial statements are materially accurate and comply with IFRS, the AIM Rules and the Company’s internal accounting policies.

b. External audit

The audit committee agreed that the Group’s external auditor, PricewaterhouseCoopers (PwC), remained independent and objective. The audit committee recommended to the Board that PwC be reappointed as external auditor for FY2026. In line with best practice, rotation of the audit partner post the FY2025 audit was recommended, and a formal process was conducted during which a suitable candidate was identified and subsequently recommended to the Board. The audit fee was approved, including the increased work to be performed on the Thaba JV.

The committee:

• reviewed and approved the external audit plan, scope and fees;
• evaluated PwC’s independence, objectivity and performance;
• reviewed audit findings, key risks and management responses to these; and
• held private sessions with the auditors without management present.

The audit committee was satisfied that the proposed audit scope, the estimated materiality threshold and the identification of key audit areas addressed the risks at overall financial statement level, as well as specific accounts level, including the sector-specific risks. Key accounting judgements and estimates were considered and agreed upon as presented by PwC.

c. Internal control environment

The planning and reporting of the Group’s internal audit function is monitored by the audit committee and the Board of Directors. The internal audit function is performed by Binder Dijker Otte (BDO). The internal audit function includes conducting the bi-annual Enterprise Risk Management process, as well as executing the approved annual internal audit plan.

Two of the planned internal audit procedures as proposed by BDO for FY2025 at the audit committee meeting in August 2024, were carried forward to FY2026 due to increased automation and system implementation in the specific areas. The outcomes of the remainder of the planned procedures were presented to the audit committee in August 2025. The internal audit plan for FY2026 was presented at the August 2025 audit committee meeting, which is aligned with the Group’s risk profile and the current risk trends in the industry. The Group’s financial support function is responsible for intermittently testing the control environment. Management is responsible for ensuring that the integrity of the control environment remains at a high level and for addressing any identified shortcomings. The audit committee was satisfied that management review and manage the overall risk of the Group satisfactorily and that the Company has a sound control environment and risk management framework.

The Group utilises the services of an external whistleblower company and receives monthly written reports. The audit committee reviewed the effectiveness of the Company’s whistleblowing policy and procedures for detecting fraud. The committee is satisfied that the whistleblowing processes in place are effective. There were no material fraud or governance breaches reported during the year.

d. Insurance

The Group’s insurance portfolio and requirements were reassessed internally, as well as by the specialists from the insurance brokers. The risk cover provided, pricing and premiums were considered for the various operational sites and corporate office. Management recommended, and the audit committee agreed, that the Group insurance programme continue with the current insurance brokers.

The Directors and Officers insurance was renewed, commencing December 2024, and the audit committee was satisfied that the insurance was still applicable and sufficient.

e. IT Governance and Cyber Security

The audit committee recognises the critical importance of robust IT Governance and cybersecurity. The digital operating environment and related risks continue to grow and require increased focus. We remain vigilant in monitoring emerging threats and continuously invest in partnerships to safeguard our data, systems and stakeholder trust.

Regular monitoring and risk assessments are conducted by management and feedback is provided on various platforms. IT Governance is reported on annually, or more frequently if concerns are identified, at the audit committee meetings and monthly at the Executive meetings. User awareness is a key focus to avoid unnecessary exposure. Key IT policies are continuously reviewed by Executive management to ensure that the necessary precautionary measures are in place and that disaster recovery plans are documented and understood.

f. Treasury

Cash management and the treasury function remain a key focus area of the audit committee. Bi-annual treasury reports, detailing the Group’s cash position, main areas of risk and exposure and dividends declared, among others, were reviewed and assessed. The capital allocation policy was updated during the period to ensure and track responsible cash management. The Group follows a balanced approach between reinvestment into the current business, exploring diversification opportunities and returns to shareholders, guided by policies and Group strategy.

Despite the volatile commodity prices and decrease in Group cash during the year for growth and sustainability projects, the audit committee is satisfied that the Group remains solvent and liquid and remains a going concern.

g. ESG and climate-related compliance and disclosure

The audit committee recognises the importance of ESG performance and transparency to stakeholders and supports the relevant projects to promote long-term sustainable and responsible operations. The integration of ESG metrics into the risk register and monitoring of these are a committee and Board focus area. The Group continues to explore various initiatives to align both investor expectations and the increasing reporting frameworks while still ensuring that all regulatory requirements are met.

The audit committee is confident that the Company’s financial governance is robust and responsive to the dynamic environment in which we operate.

REMUNERATION COMMITTEE

The purpose of the remuneration committee is to determine and agree with the Board the framework or broad policy for the remuneration of the Company’s Chair, Executive Directors and senior management. It motivates the Directors and aligns the interest of the Executive team with the interest of shareholders.

The remuneration committee also reviews and approves strategies and incentive plans to attract and retain high-quality Executives. It reviews the Board and Executives’ key performance indicators (KPIs), as well as performance-related pay and bonus share allocations. No Director is involved in reviewing their own remuneration. Directors’ interest in shares is set out in the Directors’ report. The Independent Non-Executive Directors may, if needed, seek independent professional advice, at the Group’s expense, in the execution of their duties

NOMINATIONS COMMITTEE

The role of the nominations committee is undertaken by the full Board of Directors. The nominations committee is responsible for a succession plan for Directors of the Board as well as senior management. The nominations committee identifies the skills, experience and capabilities required to execute on the Company’s strategy.

TECHNICAL COMMITTEE

The purpose of the technical committee is to advise the Board on technical matters, specifically relating to exploration, resource development, feasibility studies, review of potential targets for an acquisition and overseeing the Company’s performance in such areas. Detail on the composition of the committees and meetings during the period under review is included in the Directors’ report.

STAKEHOLDER AND SOCIAL RESPONSIBILITIES

The Company recognises the importance of its workforce and the broader environmental and social context in which it operates. Guided by the principles of responsible corporate citizenship and in alignment with the QCA Code 2023, the Company engages regularly with employees, communities, and other stakeholders through open, two-way communication. This ensures that relationships remain transparent, healthy, and built on trust and integrity. The Board and management are committed to delivering on stated objectives and demonstrating professionalism and accountability at all levels. This commitment extends to embedding ESG considerations into strategy, operations and reporting. ESG initiatives are integrated into decision-making processes, reflecting the Company’s dedication to creating long-term sustainable value for shareholders, employees and the communities in which it operates. The Board also recognises the importance of succession planning and workforce development to support business continuity and long-term growth. Investment in people, skills and leadership capabilities ensures that the Company remains well positioned to adapt to future challenges and opportunities. Further information on workforce initiatives, ESG programmes, and community engagement activities is available on this website, as well as in the annual report and ESG report.

In addition to the disclosures above the 10 principles of the QCA Code have been summarised below with quick reference links for further information.