![]()

### TRANSFORMING

### RESOURCES

### INTO

### OPPORTUNITY

### FOR ALL

ANNUAL REPORT AND ACCOUNTS 2025

![]()

#### KENMARE’S PURPOSE

# TRANSFORMING

# RESOURCES INTO

# OPPORTUNITY

# FOR ALL

#### KENMARE RESOURCES PLC

#### KENMARE’S PURPOSE

For more information visit:

www.kenmareresources.com

Kenmare Resources Plc

@KenmareResourcesplc

@KenmareRes

KENMARE’S GUIDING PRINCIPLES:

Read more about

Kenmare’s culture

on pages 114 to 115

We

#### CARE

We

#### GROW

We

#### EXCEL

#### WHO

#### KENMARE

IS

#### WHAT

#### KENMARE

#### DOES

#### HOW

#### KENMARE

#### DOES IT

Kenmare Resources plc is one of the world’s

largest producers of titanium minerals.

Listed on the London Stock Exchange and

Euronext Dublin, the Company operates

the Moma Titanium Minerals Mine, which

is located on the north-east coast of

Mozambique. Kenmare’s products are

key raw materials ultimately consumed

in everyday “quality-of-life” items such

as paints, plastics and ceramic tiles. The

Moma Mine has been in production for 19

years and Kenmare has a long-standing

commitment to being a responsible

corporate citizen. Kenmare was proud to

enter the FTSE4Good index in June 2025.

Kenmare’s production

accounts for approximately 6%

of global titanium feedstocks,

supplying over 25 customers

operating in more than 15

countries. The Mine has

Mineral Resources sufficient

to support production for

more than 100 years at

current rates.

Kenmare has three mining ponds where dredges

mine titanium-rich sands. 3 to 5% of the ore

contains valuable heavy minerals, which are

removed and separated at its Mineral Separation

Plant into four final products: ilmenite, zircon,

rutile and concentrates. These products are then

loaded onto ocean-going vessels at its dedicated

port facility. After mining, Kenmare rehabilitates

the land, and it is progressively returned to

the local community. Kenmare is proud of its

low environmental impact, with hydro-electric

power providing half of its overall energy

requirements and over 90% of its electrical power

consumption, with no toxic chemicals used in its

operations.

Learn more about

Kenmare’s purpose

on pages 2 to 3

Learn more about

Kenmare’s value chain

on pages 14 to 15

Learn more about

Kenmare’s business model

on pages 12 to 13

![]()

Lost Time Injury Frequency Rate

0.07

Per 200,000 hours worked

Revenue

$328.6m

Scope 1 & 2 carbon emissions

54,570

Tonnes CO

2

e

EBITDA

1

$58.0m

Production of finished products

1,004,000

Tonnes

Loss after tax

1

$23.7m

Shipments of finished products

947,900

Tonnes

Dividend per share

2

## USc10.0

1

Adjusted to exclude $301.3 million impairment loss recognised at 31 December 2025

2

Incorporating an interim dividend of USc10 per share and no final dividend

Business overview

Highlights 1

Kenmare at a glance 2

Strategic report

Chairman’s statement 6

Managing Director’s statement 8

Kenmare’s products 10

Kenmare’s business model and strategy 12

Kenmare’s value chain 14

Kenmare’s strategic priorities 16

Market report 20

Key Performance Indicators 24

Operating review 28

Mineral Reserves and Resources 32

Financial review 34

Sustainability statement 38

– General disclosures 39

– Environment 54

– Social 69

– Governance 76

– Assurance report 85

Principal risks, uncertainties and opportunities 91

Viability statement 101

Governance

Governance at a glance 104

Board of Directors 106

Executive Committee 108

Corporate governance report 110

Nomination Committee report 121

Sustainability Committee report 124

Audit & Risk Committee report 127

Remuneration Committee report 132

Annual report on remuneration 136

Remuneration policy report 145

Directors’ report 154

Group financial statements

Statement of Directors’ responsibilities 160

Independent auditor’s report 161

Consolidated statement of comprehensive income 168

Consolidated statement of financial position 169

Consolidated statement of changes in equity 170

Consolidated statement of cash flows 171

Notes to the consolidated financial statements 172

Company financial statements

Parent Company statement of financial position 202

Parent Company statement of changes in equity 203

Notes to the Company financial statements 204

Other information

Shareholder profile 212

Glossary – alternative performance measures 213

Glossary – terms 215

General information 218

#### 2025 HIGHLIGHTS

32

PURPOSE IN ACTION:

#### MOMA DEPOSIT

Read about Kenmare’s globally

significant Mineral Resources.

69

PURPOSE IN ACTION:

#### EMPLOYEES

Read about Kenmare’s safe

and engaged workforce.

104

PURPOSE IN ACTION:

#### GOVERNANCE

Read about Kenmare’s commitment

to strong governance.

BUSINESS OVERVIEW

01

Annual Report and Accounts 2025

![]()

Kenmare is focused on delivering its purpose of ‘Transforming resources into opportunity for all’. In

2025, that purpose drove a new chapter of transition, from the upgrade of its largest mining plant,

Wet Concentrator Plant (WCP) A ahead of its transition to a new ore zone, to a stronger safety

culture, to ensuring the Company remains well-positioned financially, operationally and strategically.

#### OPERATE

#### RESPONSIBLY

DELIVER LONG-LIFE,

#### LOW-COST PRODUCTION

#### ALLOCATE CAPITAL

#### EFFICIENTLY

#### A lasting social impact

Sustainability is central to every aspect of how Kenmare operates, including

the safety and health of its employees, potential impacts to the environment,

and how the Company relates to its host communities.

#### A small environmental footprint

Kenmare does not use any toxic chemicals in its mining or processing

operations and employs a progressive land rehabilitation programme to

return mined land to communities in a timely manner. Kenmare has designed

its new Tailings Storage Facility (TSF) in line with GISTM

1

standards.

#### A globally significant titanium minerals deposit

The Moma Mine is one of the world’s largest deposits of titanium minerals.

It has sufficient Mineral Resources to support production for more than

100 years at the current production rate. This provides growth optionality as

global demand increases and other mines are depleted.

#### A market-leading position

Kenmare is the world’s largest supplier of ilmenite, which is used in the

production of titanium dioxide pigment and titanium metal. Kenmare

represents 6% of global titanium minerals production and supplies to over

25 customers in more than 15 countries.

#### Maintaining balance sheet flexibility

Kenmare is focused on maintaining liquidity and a flexible balance sheet through

the current period of elevated net debt and weaker market conditions. The

Company is funding its $341 million Wet Concentrator Plant (WCP) A upgrade

project from ongoing cashflow, cash and existing debt facilities.

#### Significant shareholder returns

Kenmare aims to return value to its shareholders through a combination

of dividends, share buy-backs and capital appreciation. Due to challenging

markets and high net debt, Kenmare has made the difficult but responsible

decision to suspend its 2025 final dividend. The Company is focused on

resuming dividend payments as soon as it is prudent to do so.

1

Global Industry Standard on Tailings Management

02

Kenmare Resources plc

#### KENMARE AT A GLANCE

![]()

#### A YEAR OF TRANSITION

The significant transition that Kenmare began in 2024

continued in 2025. Central to this was the upgrade of

Kenmare’s largest mining plant, WCP A, ahead of its

transition to the large Nataka ore zone. Nataka hosts

over 70% of Moma’s Mineral Resources and mining in

this area secures production from Moma for decades

to come.

Another focus during the year was transitioning to

a “value over volume” approach, in light of weaker

product market conditions and elevated net debt. This

has meant opting to produce lower product volumes,

considering high levels of product inventories, to

reduce operating costs and ensure balance sheet

strength and flexibility is maintained.

Kenmare continued to strengthen its safety culture

through its Trabalho Seguro (“Safe Work”) initiative and

supported the personal development of its employees

through training opportunities.

Kenmare’s leadership team and Board evolved further

in 2025, with the appointment of James McCullough as

Chief Financial Officer and Katia Ray as a Non-Executive

Director. Both appointments add significant technical

and strategic experience to the Company.

Although the business is transitioning on many fronts,

Kenmare’s commitment to delivering its purpose

of ‘Transforming resources into opportunity for all’

remains constant. Through its three strategic priorities,

Kenmare is well-positioned to deliver long-term value

for all stakeholders.

1,684

People employed by

Kenmare at year-end

$4.0m

Investment by KMAD

in 2025

~200k

Trees planted in 2025

>90%

Electricity provided by

renewable sources

## >100yrs

Mineral Resources to support

production

9bt

Moma’s Mineral

Resources

6%

Kenmare’s global

market share

$4.7bn

Global titanium minerals

industry revenue

$200m

Revolving Credit Facility

$60m

Capital expenditure expected

in 2026

19%

EBITDA

2

margin

>$300m

Returned to shareholders

since 2019

2

Adjusted to exclude $301.3 million impairment charge recognised at 31 December 2025

BUSINESS OVERVIEW

03

Annual Report and Accounts 2025

![]()

Being part of the Wet Concentrator Plant

(WCP) A upgrade project was a major

transition for me because it wasn’t just an

infrastructure change, it was a shift in how

we think about and manage tailings. In being

aligned with GISTM

1

, we moved into a more

compliance-driven approach with tighter

controls, clearer governance, and more

defined operating windows. For me, that

transition meant learning the new deposition

strategy and risk controls, aligning day-to-day

decisions to long-term storage integrity, and

working more closely across disciplines to

ensure we deliver stability, consistency, and

compliance, while maintaining production.

KHUMO NNYENYIWA

TECHNICAL MINING MANAGER

1

Global Industry Standard on Tailings Management

04

Kenmare Resources plc

![]()

# STRATEGIC

# REPORT

 Chairman’s statement

6

 Managing Director’s statement

8

 Kenmare’s products

10

 Kenmare’s business model and strategy

12

 Kenmare’s value chain

14

 Kenmare’s strategic priorities

16

 Market report

20

 Key Performance Indicators

24

 Operating review

28

 Mineral Reserves and Resources

32

 Financial review

34

 Sustainability statement

38

 General disclosures

39

 Environment

54

 Social

69

 Governance

76

 Assurance report

85

 Principal risks, uncertainties and opportunities

91

 Viability statement

101

#### Contents

#### OPERATIONAL TRANSITION

During 2025, Kenmare largely completed the

upgrade of Wet Concentrator Plant A ahead of

its transition to the large Nataka ore zone. Mining

in Nataka will secure production from Moma for

decades to come.

Throughout this period of transition,

Kenmare remains focused on its purpose of

Transforming resources into opportunity

for all.

05

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

The theme of transition continued for

Kenmare in 2025 and was seen through

all levels of the business from operations,

to finance, to management, to strategy.

Andrew Webb

Chairman

The upgrade of our largest mining plant, Wet Concentrator Plant (WCP) A, is substantially

complete and it is now well-equipped to mine in the large Nataka ore zone. WCP A is expected to

begin its transition to Nataka in H2 2026, securing production from Moma for future generations

and allowing Kenmare to continue to deliver value for all stakeholders.

Transition was also at the forefront of our

decision to prioritise “value over volume”,

ensuring we maintain a flexible balance sheet

with sufficient liquidity. This will allow us

to navigate fluctuations caused by weaker

market conditions following high levels of

capital investment. Although this required

making difficult choices, particularly the

retrenchment of approximately 15% of

Moma’s workforce, these changes were

essential to safeguard the Company’s future.

We continued to engage with the

Government of Mozambique on Moma’s

Implementation Agreement (IA) throughout

the year. Although this included two meetings

for Managing Director Tom Hickey with the

President, we did not achieve the progress

we had hoped for. Renewal of the IA rights

and concessions remains a concern, however

following recent meetings we continue

to believe there is scope for a mutually

acceptable negotiated outcome, which would

avoid the need for arbitration. Production at

Moma continues unaffected.

We remain committed to being a trusted

corporate citizen and this was recognised

by Kenmare being named as the Most

Transparent Extractive Company by

Mozambique’s Centre of Public Integrity

for the fifth consecutive year. We were also

pleased to enter the FTSE4Good index

in June.

WCP A upgrade and

#### transition to Nataka

By the end of 2025, over 80% of the capital

investment for the WCP A upgrade project

had been incurred and successfully deployed,

with the project now largely de-risked. The

total capital cost for the project remains in

line with previous estimates at $341 million,

with the remaining $70 million planned to

be incurred from 2026 to 2032. Although

there have been some challenges with the

commissioning process, as is to be expected

with a project of this size, I would like to

congratulate the projects team on a job well

done, with outstanding safety performance.

The upgrade of WCP A and the transition

to Nataka have been engineered to

ensure Moma’s long-term operational and

economic viability and we are well-placed to

benefit from an upswing in the commodity

price cycle.

#### Shareholder returns

Unfortunately, due to continued weakness in

our product markets and elevated net debt,

the Board has made the difficult decision

not to declare a final 2025 dividend. We

appreciate that this will be disappointing

to many shareholders; however financial

stability must be our priority during these

challenging times. We have returned more

than $300 million to shareholders through

dividends and share buy-backs since 2019,

including the 2025 interim dividend, and are

committed to resuming dividend payments as

soon as our financial position and financing

facilities permit.

#### Rejected takeover proposal

#### for company

In March 2025, following media speculation,

Kenmare announced that it had received

an unsolicited and non-binding proposal

from a consortium consisting of former

Managing Director Michael Carvill and

Oryx Global Partners (the Consortium),

regarding a possible all cash offer for the

Company. The Board carefully considered the

proposal and engaged with the Consortium

to facilitate an improved proposal, including

granting due diligence. However, following

several extensions of the due diligence

period, the Board rejected the Consortium’s

revised proposal in June on the basis that

it undervalued the business and its future

potential. At no point did the Consortium

make a firm offer for the Company.

The Board is committed to reviewing all

opportunities to create significant, long-term

value for Kenmare’s stakeholders, including

shareholders. We were encouraged by

shareholders’ strong support for the Board’s

rejection of the Consortium’s revised proposal

and appreciate their patience and endorsement

of the Company’s long-term value proposition.

>80%

Wet Concentrator Plant A upgrade

project capital incurred by year-end

50%

Female representation on Kenmare’s

Board of Directors

06

Kenmare Resources plc

#### CHAIRMAN’S STATEMENT

![]()

#### Sustainability

2025 began against a challenging backdrop,

following a short period of social unrest

in Mozambique during December 2024 in

response to the General Election. Thanks

to the dedication of our employees and the

support of the communities surrounding

Moma, the protests had minimal impact on

Kenmare’s operations.

Kenmare’s rolling 12-month Lost Time Injury

Frequency Rate to 31 December 2025 was

0.07 per 200,000 hours worked, broadly

consistent with 2024 (0.06). While we were

disappointed to record three Lost Time

Injuries in H2 2025, the Company achieved its

lowest ever All Injury Frequency Rate of 0.75

(2024: 0.93) for the year, supported by our

Trabalho Seguro (“Safe Work”) initiative.

Independent research by industry consultant

TZMI reaffirmed Kenmare’s position as one

of the lowest carbon intensity mineral sands

miners for Scope 1 emissions. However, our

climate transition plan and goal to reduce

emissions by 30% by 2030 faced headwinds,

as it has proved difficult to structure a major

decarbonisation project on an economically

viable basis. We remain committed to working

towards this target, but we will only pursue

projects that meet necessary financial

hurdles. Therefore, the Board determined

that it could not approve a defined pathway

to achieving Net Zero by 2040 at this time,

although it remains committed to pursuing

this ambition.

Board development and

#### effectiveness

We continued to strengthen the Board in

2025 and were delighted to welcome

Katia Ray as an independent Non Executive

Director and member of the Remuneration

Committee in November. Katia brings

extensive leadership experience from Rio

Tinto and Anglo American and her insights

will be invaluable as Kenmare continues to

evolve.

Graham Martin retired from the Board

in January 2026, including as Senior

Independent Director (SID) and Chair of the

Remuneration and Nomination Committees.

I would like to thank him for his nine years

of dedicated service and sound counsel.

Following Graham’s retirement, Elaine

Dorward-King agreed to assume the role

of SID, while continuing to be Chair of the

Sustainability Committee. Deirdre Somers

became Chair of the Nomination Committee,

as well as the Audit & Risk Committee, and

Katia Ray became Chair of the Remuneration

Committee. We are pleased that female

Board members hold the roles of SID and all

Committee Chairs, helping the Company to

meet the Listing Rules target for women in

senior positions on the Board and underlining

our commitment to gender diversity

throughout the business.

During the year, an external performance

evaluation of the Board and all its committees

was conducted by Sustainable Boards,

in accordance with the UK Corporate

Governance Code. I am pleased to report that

the evaluation found that Kenmare’s Board

is operating well with “high calibre directors

who bring a range of skills and expertise

highly relevant to the Company’s strategy

and ambition.” A number of focus areas for

improvement were identified, and the Board

has agreed an action plan to address these.

A summary of outcomes and actions from the

evaluation is available on pages 116 to 117.

We also welcomed James McCullough as

our new Chief Financial Officer in May 2025.

We are benefitting from James’ strong

technical, financial and strategic expertise, as

he previously served as General Manager –

Group Strategy at Rio Tinto plc

#### Outlook

2025 was a challenging year for Kenmare,

requiring difficult but necessary decisions

to secure the long term future of the

business. While the economic backdrop and

geopolitical environment remain complex,

I believe Kenmare is a strong and resilient

business that is well positioned to navigate

these challenges. With our major capital

project largely complete, a strengthened

leadership team with a right-sized workforce,

and competitive positioning in our markets,

we are well-placed to benefit when market

conditions improve. The Board will review the

opportunity to resume dividend payments on

a continuous basis.

The continued extension of the renewal

process relating to IA rights and concessions

is a concern, and while we welcome the

supportive words of the President of

Mozambique towards the Company and our

long-term partnership, it is in all our interests

that these sentiments are supported by a

clear process towards finalisation of this

critical renewal. The Board and management

team are continuing to prioritise a near-term

resolution.

#### Acknowledgements

Finally, I would like to extend my thanks to

everyone who has contributed to Kenmare

during the past year. I am deeply grateful to

my colleagues on the Board for their strategic

insight and counsel, to our employees and

contractors for their professionalism and

commitment, and to our host communities for

their continued partnership.

To our shareholders, customers and other

stakeholders: thank you for your ongoing

trust and support. We are committed

to managing this period of change with

discipline and clarity, while always remaining

true to our purpose of ‘Transforming

resources into opportunity for all.’

Andrew Webb

Chairman

Read more about

Kenmare’s Board

on pages 106 to 107

Read more about

Kenmare’s strategic priorities

on pages 16 to 17

#### Responsibly

creating value for

#### Mozambique

Kenmare has had a presence in

Mozambique for almost 40 years.

The Company directly employed

1,684 people at Moma at year-end

2025 and has invested >$25 million in

community initiatives through KMAD.

Kenmare has paid >$215 million in

taxes and royalties since 2019.

Read more on pages

12 to 13

07

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

I am pleased to present this year’s

Managing Director’s statement,

following the completion of my first

full year in the role.

Tom Hickey

Managing Director

It has been a dynamic period, with a major capital project underway, a bid approach, continuing

negotiations on Moma’s Implementation Agreement (IA), and weakening product markets. I have

been encouraged by how our team members have supported each other through this period of

significant change, guided by our purpose of ‘Transforming resources into opportunity for all.’

The upgrade of our largest mining plant, Wet

Concentrator Plant (WCP) A, has largely gone

well. WCP A is progressing towards operating

at its nameplate capacity on a consistent

basis in the near-term and it is expected to

begin its transition to Nataka in H2, where it

is now well-equipped to mine for the rest of

its economic life.

However, 2025 was a challenging year

for operations at Moma and the wider

titanium minerals market. Unfortunately,

some delays in the commissioning of WCP

A led to lower production and financial

performance was also weaker year-on-year

due to softer product pricing, which meant

Kenmare recognised an impairment charge

of $301.3 million. Considering the industry

context, we have chosen to prioritise value

over volume, with liquidity and financial

flexibility as our core, near-term objectives.

This approach means that production

guidance for 2026 is lower than in recent

years, while market conditions remain

subdued. However, the impact on sales will

be limited by our relatively high product

stockpiles and we are targeting in excess of

1.1 million tonnes of shipments in 2026. The

Board has also made the difficult but prudent

decision to suspend the 2025 final dividend.

Securing the renewal of the rights and

concessions under Moma’s IA, which governs

the terms under which Kenmare conducts its

mineral processing and export activities, was

a key focus throughout 2025. I was pleased to

meet with the President of Mozambique twice

during the year and we continue to engage

constructively with the Government, while

retaining our right to utilise the IA’s dispute

resolution provisions if necessary.

#### Safety

I was delighted with Kenmare’s excellent

safety performance in H1 2025. Our team at

Moma passed the remarkable milestone of

seven million hours worked without a Lost

Time Injury (LTI) and the WCP A Projects

team remained LTI-free for the entirety of

the project. We also delivered our lowest

ever All Injury Frequency Rate of 0.75 in

2025, more than a 30% improvement versus

our three-year rolling average, meaning that

Kenmare is safer now than it ever has been

before.

These achievements were recognised with

the Safety Excellence Award at the Mining

Magazine Awards 2025. Kenmare also

achieved a five-star rating for occupational

health, safety and environment by the

National Occupational Safety Association

(NOSA) for the tenth consecutive year.

However, three LTIs in H2 2025 meant that

our Lost Time Injury Frequency Rate for the

12 months to 31 December 2025 was 0.07

(2024: 0.06). We will be increasing focus on

our Trabalho Seguro (“Safe Work”) initiative

to further strengthen our safety performance

in 2026.

I was deeply saddened by a fatal incident

involving a police officer at Moma in September.

The incident was motivated by theft, with the

electrical cable feeding a pump station stolen

during the incident. Security provision was

increased at Moma following this tragedy.

#### Operations

Due to some delays with the commissioning of

WCP A, production guidance for our primary

product, ilmenite, had to be revised downwards

during the year. We produced 842,300 tonnes

of ilmenite in 2025 and a record 161,700 tonnes

of co-products (including ZrTi). Shipments

were impacted by poor weather conditions

in H1, a five yearly dry dock for one of our

transshipment vessels and by weak market

conditions, which led to a customer in financial

distress cancelling two Q4 shipments.

More pleasingly, our new concentrates

product, ZrTi, launched commercially in 2025.

Previously a waste stream, it is increasing

cashflows whilst reducing costs previously

associated with returning it to mine tailings.

We have been very encouraged by the market

reaction to ZrTi, which enables us to target

materially higher shipments in 2026 and

more ZrTi was shipped in Q1 2026 than in all

of 2025.

0.75

All Injury Frequency Rate per 200k

hours worked to 31 December 2025

23,900t

Shipments of new concentrates

product, ZrTi, in 2025

08

Kenmare Resources plc

#### MANAGING DIRECTOR’S STATEMENT

![]()

Ilmenite production in 2026 is expected to

be in excess of 800,000 tonnes, in line with

our plan to prioritise value over volume while

markets are depressed. Shipments should not

be impacted by lower production levels as

we will draw down our relatively high levels of

inventory.

Production is expected to increase to

approximately 1.2 million tonnes per annum

of ilmenite from 2028, when WCP A begins

mining its higher-grade path in Nataka.

#### Sustainability

Kenmare is committed to being a trusted

corporate citizen, with the Company’s

entrance into the FTSE4Good index in

June 2025 a testimony to our strong ESG

performance.

We have always been focused on ensuring

our host communities in Mozambique share

in the benefits of the Mine. We established

the Kenmare Moma Development Association

(KMAD) over 20 years ago and 2025

highlights included constructing a new water

system to supply three villages; connecting

five villages to the electricity grid; and funding

an education programme for Grade 4 pupils,

which saw an 18% and 27% improvement in

literacy and numeracy, respectively.

Kenmare reported in accordance with

the Irish transposition of the Corporate

Sustainability Reporting Directive (CSRD)

for the first time in last year’s Annual Report;

however, proposed changes to CSRD

suggest that we may not be required to do

so from year-end 2026. Kenmare will always

be committed to delivering best-in-class

sustainability performance regardless of how

we are obliged to report on it.

#### Product markets

The titanium minerals sector experienced

notable headwinds in 2025. Weaker global

demand for titanium minerals reflected softer

underlying end markets, such as housing

and construction and at the same time, the

market saw increased supply from Chinese

concentrates producers. This impacted

product pricing globally and Kenmare’s

average price received decreased by 6%

year-on-year.

Challenging market conditions impacted one

of Kenmare’s customers and its corporate

group entered a restructuring and sales

process. Approximately $9.3 million of

invoices for shipments made by Kenmare

in Q3 were unpaid at year-end; however

$4.6 million has recently been received from

the new owner of the customer’s Spanish

operations. Kenmare is arranging to take

control of the product at the customer’s

Malaysian operations for resale elsewhere.

More broadly, the current wider geopolitical

volatility is impacting on some customers’

ability to plan for volumes and shipment

timings on a predictable basis.

Kenmare is well-positioned to navigate these

difficult times due to Moma’s long mine life

and flexible suite of products. This allows us

to target the strongest market segments (like

beneficiation and the titanium metal market)

and pleasingly, we added two new customers

in 2025.

The zircon market weakened in 2025, with

soft underlying demand. Encouragingly,

prices now look to have stabilised, with

demand exceeding Kenmare’s ability to

supply over the past few quarters and recent

supply interruptions driving stronger zircon

prices for Q2 shipments.

Despite the current volatility, I firmly believe

that the medium and long-term fundamentals

of our products remain strong due to limited

new, conventional supply coming onstream.

Kenmare is well-placed to benefit from the

upswing in commodity prices when it occurs.

#### Capital projects

The upgrade of WCP A was substantially

completed in 2025 and the plant is

progressing towards operating at nameplate

capacity in the near-term. At the end of

2025, over 80% of project capital had been

incurred and successfully deployed, with the

remaining 20% (approximately $70 million)

scheduled between 2026 and 2032. This

is the last major, non-discretionary, capital

project that Kenmare plans to undertake,

with significantly lower development

capital required from this point onwards.

Consequently, free cash flow is expected to

increase significantly from 2026 onwards.

A new, low-capital, Selective Mining

Operation (SMO) was commissioned

at Moma in Q1 2025 to enable mining

in peripheral areas of the orebody. The

Company is planning a second SMO, subject

to market conditions, as Kenmare believes

that SMOs will have a valuable role to play in

supporting production in a capital-efficient

manner over the coming years.

Outlook and

#### acknowledgements

I would like to thank all of our employees

for their commitment and perseverance

during an uncertain year, in addition to our

shareholders, customers, and partners in

Mozambique for their continued support.

Also, thank you to Terry Fitzpatrick (Group

General Manager – Technical), who retired

in late 2025 after 27 years with Kenmare,

and Jeremy Dibb (Head of Corporate

Development and Investor Relations) who

had served for more than 10 years.

The theme of transition will continue for

Kenmare in 2026. Central to that is WCP A

beginning its journey to Nataka, unlocking

the majority of Moma’s nine billion tonnes

of Mineral Resources. Our focus remains on

operating as efficiently as possible to ensure

the business is well-positioned for when

stronger market conditions return.

Despite near-term headwinds, I am excited

about the years ahead as we continue to

deliver on our purpose. We have a globally

significant asset, an experienced team, and

a market-leading position, and we have built

the resilience into our business to emerge

stronger once this storm has passed.

Tom Hickey

Managing Director

Read more about

Kenmare’s capital projects

on pages 28 to 31

Read more about

Kenmare’s purpose

on pages 2 to 3

09

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

#### Nuclear power industryWind turbines

Electric vehicles

#### House paintsand coatingsCeramic tilesCar paintsand coatings

#### Kenmare is one of the world’s largest

#### producers of titanium minerals

#### (ilmenite and rutile), with its production

#### representing 6% of global supply.

#### Ilmenite is the Company’s primary

#### product, typically accounting for more

#### than 70% of revenue.

#### Kenmare’s products are used in many aspects of daily life

Kenmare also produces zircon, which is a zirconium mineral, and a small

quantity of monazite, which is a mineral containing rare earth elements.

Monazite is sold as part of a mixture of products in a concentrate and it is

primarily used in clean technology applications.

Titanium and zirconium minerals are known for imparting the qualities of

whiteness and opacity in the products in which they are consumed. These

products are on the critical minerals lists for most developed countries and

regions, including Europe, the UK and the US, and can be found in many areas

of everyday life.

10

Kenmare Resources plc

#### KENMARE’S PRODUCTS

![]()

#### Bicycles

#### Aeroplanes

#### Ship paintsand coatings

Titanium minerals

Zircon

Monazite

KEY

#### Titanium feedstocks

Approximately 90% of titanium feedstocks are consumed in the production of titanium

dioxide pigment, with smaller quantities used to produce titanium metal and welding

electrode fluxes. The titanium metal industry has been growing in recent years and it is

favoured in the aerospace industry due to its exceptional strength-to-weight ratio.

In 2025, global titanium feedstock production generated revenue of $4.7 billion and the

titanium dioxide pigment industry generated revenue of $18.7 billion.

#### Zircon

Zircon sand is an important feedstock to a wide range of industries, of which the

ceramics sector is the largest consumer, due to zircon’s brilliant whiteness. Zircon

is also used in refractory, foundry and chemical applications, which are essential to

modern manufacturing.

In 2025, the zircon sand supply sector generated revenue of approximately $2 billion,

with Europe and Asia being the largest markets.

2025 REVENUE BY PRODUCT

#### Kenmare’s products

support the energytransition in a number of

#### different ways.

Titanium dioxide pigment enhances

energy efficiency in buildings and

serves as a critical material in the

development of renewable energy

technologies like solar cells and

advanced batteries. Titanium

metal’s high strength-to-weight ratio

reduces material use in vehicles and

aircraft, improving fuel economy and

lowering emissions. It also provides

exceptional corrosion resistance and

durability for harsh environments,

enabling longer-lasting components

in renewable technology and

traditional power plants.

Zircon supports the energy transition

through its use in renewable energy

systems, nuclear power, energy

efficiency applications, and advanced

energy storage.

Monazite supports the energy

transition by serving as a crucial

source of rare earth elements

(REEs). It is utilised in the powerful

permanent magnets used in wind

turbines and other clean energy

technologies.

19%

PRIMARY

ZIRCON

7%

CONCENTRATES

2%

RUTILE

72%

ILMENITE

$312.1m

MINERAL

PRODUCT

REVENUE

11

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

#### INPUTS BUSINESS MODEL, STRATEGY AND PURPOSE

#### Intellectual capital



Geological and metallurgical knowledge



Product market expertise



Mozambique knowledge and experience



#### Human capital



1,684 employees at the Moma Mine



98% of employees are located at the

Moma Mine and 2% at corporate offices



Their skills and expertise, supported by the

Company culture, contribute to the delivery

of Kenmare’s three strategic priorities



#### Social licence to operate



The Kenmare Moma Development

Association (KMAD) implements

development initiatives to benefit the

55,000 community members who are

directly or indirectly impacted by the Mine



Kenmare has a long-term relationship with

the Government of Mozambique, having had

a presence in country for almost 40 years



Strong relationships with suppliers support

Kenmare’s safe delivery of production



#### Natural capital



~37 million tonnes of ore were excavated

in 2025 to create Kenmare’s products



Net water consumption was 3,838,614m

3

in 2025 – Kenmare re-uses >90% of the

water it consumes

#### Financial capital



$200 million Revolving Credit Facility

in place



>80% of the $341 million capital costs

for the Wet Concentrator Plant (WCP)

A upgrade and transition project were

incurred by year-end 2025



Kenmare has worked with many of its

customers since Moma began production

and it also added two new customers

in 2025 – these relationships and the

high-quality, flexible nature of Kenmare’s

product suite help to drive revenues

#### What Kenmare does

Kenmare’s unique value

proposition centres on

environmentally responsible

practices, showcasing

a robust track record in

sustainability, innovation, and

technological integration.

Mine planning

Mining is scheduled

using Proved and

Probable Ore Reserves.

Mining and

rehabilitation

Mineralised sands

are mined by

dredges before the

area is rehabilitated.

Concentrating

The Wet

Concentrator

Plants produce

Heavy Mineral

Concentrate (HMC).

Processing and

separation

The Mineral Separation

Plant processes HMC

and produces ilmenite,

rutile, zircon and

concentrates.

#### Vision

To be a leading titanium

minerals producer with a

consistent low-cost profile

#### Strategy

Operate

responsibly

Deliver long-life,

low-cost

production

Allocate capital

efficiently

#### Values

Integrity

Commitment

Accountability

Respect

Excellence

#### Kenmare's

#### PURPOSE

Transforming resources

into opportunity

for all

Export

Finished products

are exported by sea

to customers around

the world.

Read more about Kenmare’s material impacts,

risks and opportunities on pages 48 to 53

12

Kenmare Resources plc

#### KENMARE’S BUSINESS MODEL AND STRATEGY

![]()

#### OUTCOMES AND VALUE CREATED

#### Operate responsibly



Safe and engaged workforce: Lowest ever All

Injury Frequency Rate in 2025 and 97% of Moma

employees are Mozambican



Thriving communities: Since its inception, KMAD

has invested >$25m in community programmes,

including providing access to clean water, building

classrooms and constructing health centres



A healthy natural environment: A low emissions

intensity of production and a commitment to

achieve No Net Loss and Net Gain of Biodiversity



A trusted business: Named the Most Transparent

Extractive Company by Mozambique’s Centre for

Public Integrity for five consecutive years and

entered the FTSE4Good index in June 2025

#### Strategic priorities

Operate responsibly:



Creating a safe and engaged

workforce



Supporting thriving communities



Fostering a healthy natural environment



Being a trusted business

Deliver long-life, low-cost production:



A globally significant titanium

minerals deposit – Moma has Mineral

Resources to support production for

>100 years



A market-leading position, with

Kenmare’s production accounting for

6% of global titanium feedstocks supply

Allocate capital efficiently:



Maintaining a strong balance sheet

in order to fund Kenmare’s capital

programme and make shareholder

returns, when prudent



Identify value accretive growth

opportunities

Kenmare’s purpose:

Transforming resources into

#### opportunity for all

Deliver long-life,

#### low-cost production



842,300 tonnes of ilmenite, plus co-products,

produced in 2025



Upgrade of WCP A completed and WCP A is

regularly operating at nameplate capacity – the

project has been engineered to ensure Moma’s

long-term operational and economic viability



Kenmare is the world’s largest supplier of ilmenite

and the Company represents 6% of global supply

of titanium minerals



In late 2025 Kenmare outlined its value over

volume approach to ensure Moma’s operations are

running as efficiently as possible during this period

of market weakness

#### Allocate capital efficiently



A strong and flexible balance sheet



>$300m returned to shareholders through

dividends and share buy-backs since 2019



2025 final dividend paused in light of weak market

conditions and elevated net debt – the Board will

review resuming dividends on a continuous basis



Capital programme, including large WCP A

upgrade project, funded through cash, operating

cash flow and existing debt facilities



Reduced operating costs in 2025 with a

further decrease expected in 2026, due to

lower production and cost saving initiatives

implemented in H2 2025

Read more about Kenmare’s

stakeholder engagement

on pages 44 to 45

13

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

OWN OPERATIONS CUSTOMERS/DOWNSTREAM SUPPLY CHAIN/UPSTREAM

Evaluation

Kenmare’s mine plan is based on

metallurgical studies, articulated

in its Proved and Probable Ore

Reserves and Mineral Resources

Mining

Dredge mining takes place in

artificial ponds. Primary screening,

desliming and the gravitational

separation process takes place in the

Wet Concentrator Plant

Rehabilitation

Stockpiled topsoil is put back onto

the land; rehabilitation is agreed with

communities to ensure they have

sufficient farming areas

Direct employment

Kenmare’s workforce is 97% Mozambican

Vegetation clearance

Land is prepared for mining operations,

topsoil is removed and stored for

post-mining rehabilitation

Economic and physical resettlement

Alternative farmland is found for

farmers and new homes are built

away from the mine path

Pigment

Titanium minerals are used to make titanium

dioxide pigment by pigment producers. The

pigment is then used in the manufacture of

paint, paper and plastics, as well as numerous

other items

Titanium sponge

Titanium sponge producers make

titanium metal products, which are

used in aerospace, defence, industrial,

medicinal and sports markets

Welding

A small proportion of titanium minerals

are used in welding applications

Upstream mining

Kenmare’s suppliers source raw materials ultimately

used in products and equipment for mining operations

Energy generation

>90% of Kenmare’s electricity is

sourced from hydropower

Kenmare’s value chain helps the Company to create a competitive advantage by delivering the most value

for all stakeholders, while maintaining disciplined cost management. It also shows where Kenmare’s material

sustainability-related impacts, risks and opportunities occur across the Company’s full value chain.

14

Kenmare Resources plc

#### KENMARE’S VALUE CHAIN

![]()

Socio-economic development

Kenmare invests in community development

projects through the Kenmare Moma Development

Association (KMAD)

Heavy Mineral Concentrate (HMC)

HMC containing Kenmare’s core

products of ilmenite, zircon, rutile,

and monazite is piped as slurry to the

Mineral Separation Plant (MSP)

Mineral Separation Plant

The HMC is dried in diesel-powered hot air and

put through the Wet High Intensity Magnetic

Separation process and then magnetic and

electrostatic separation processes

Marine transportation

Products are transported via a

jetty and transshipment vessels

to ocean-going carriers

Ceramics

Zircon is a key ingredient in the production of

ceramics. These are used primarily to make

kitchen and bathroom tiles and sanitary ware

Rare Earth Elements (REEs)

Monazite contributes to the energy transition

as it is used in permanent magnets in wind

turbines and electric vehicle motors

Upstream manufacturing

Fabrication of consumables

and equipment used in

mining operations

Economic contributions

Kenmare pays royalties and taxes to the

Government of Mozambique

Read more about

Kenmare’s value chain

on page 43

15

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

#### Kenmare’s vision is to be a

#### leading titanium minerals

#### producer with a consistent

#### low-cost profile.

The Company will deliver this vision through

its strategy and its commitment to being a

responsible corporate citizen. Kenmare’s strategy

is built around the three pillars of:

1) Operating responsibly

2) Delivering long-life, low-cost production

3) Allocating capital efficiently

Key Performance Indicator (KPI) key

Lost Time Injury

Frequency Rate (LTIFR)

EBITDA

Greenhouse Gas

(GHG) emissions

Profit after tax

Gender

diversity

Total capital

expenditure

Production of

finished products

Net cash/(debt)

Shipments Shareholder returns

Cash costs

Return on

Capital Employed

Risk key

Strategic risks Operational risks

Financial risks

1

Permitting, licensing

and Government

agreement risk

2

Country risk

3

Geotechnical risk

4

Weather conditions

5

Orebody knowledge

6

Loss of production due

to power supply and

transmission interruption

7

Asset damage or loss

8

Health, Safety and

Environment

9

IT security risk

10

Development project risk

11

Industry cyclicality

12

Customer and/or

market concentration

13

Unanticipated cost inflation

14

Liquidity (new)

15

Social licence to

operate (new)

16

Changing competitive

landscape (new)

Kenmare Resources plc

16

#### KENMARE’S STRATEGIC PRIORITIES

![]()

CASE STUDY

#### NEW TAILINGS STORAGE

#### FACILITY DESIGNED AND BUILT

#### TO GISTM STANDARDS

A Tailings Storage Facility (TSF) is an

engineered structure designed to safely

store the waste product (tailings) from

mining operations.

These facilities, often using dam structures, are critical

for preventing environmental contamination, separating

liquid waste, and enabling water reuse.

Kenmare is maintaining its commitment to operating

responsibly by designing and operating its new

TSF in line with the Global Industry Standard on

Tailings Management (GISTM), embedding rigorous

risk assessment, enhanced governance and robust

monitoring across its lifecycle. By incorporating GISTM

principles into daily practice, the Company is improving

the resilience and integrity of its operations, while

reinforcing Kenmare’s long-term focus on safeguarding

its people, Moma’s host communities, and the

environment.

#### Operate responsibly

Sustainability is central to Kenmare’s business. The Company has a proven commitment to

being a trusted corporate citizen during its close to 40-year history and it aims to continually

improve its environmental, social, and governance performance. Kenmare’s sustainability

strategy, comprised of four strategic priorities, ensures it maximises value and creates

opportunities from the Moma Mine for the benefit of all stakeholders.

#### Long-term priorities

Kenmare is focused on:



Maintaining a safe and engaged

workforce



Supporting thriving communities



Protecting a healthy natural

environment



Being a trusted business

0.75

All Injury Frequency Rate per

200k hours worked

#### Performance in 2025

Kenmare achieved its lowest ever All Injury Frequency Rate of 0.75 in 2025 and

a Lost Time Injury Frequency Rate of 0.07 per 200,000 hours worked (2024:

0.06). Highlights of the year for the Kenmare Moma Development Association

(KMAD) included advancing the construction of a new district hospital,

which is now 80% complete. 164 students graduated from the KMAD-built

Topuito Technical College in 2025, including 55 female students sponsored

by KMAD. Kenmare also extended power lines to five villages close to Moma,

providing these communities with access to electricity. The Company arrested

deforestation in the ‘Icuria forest’, home to an indigenous and endemic tree

species, in partnership with the Government of Mozambique’s conservation

agency. Kenmare was named as the Most Transparent Extractive Company

by Mozambique’s Centre for Public Integrity for the fifth consecutive year and

entered the FTSE4Good index in June 2025.

#### Outlook for 2026

Kenmare is committed to maintaining its strong safety performance in 2026,

supported by its Trabalho Seguro (“Safe Work”) initiative. Construction of

phase one of the new district hospital is expected to be completed by KMAD

in mid-2026. Kenmare will look to build on its competitively low carbon

intensity by seeking more opportunities to reduce carbon emissions. Other

focuses for the year include:



Building the Nataka to Larde river access, in preparation for the

construction of the River Larde pedestrian bridge



Completing the Pilivili boardwalk



Beginning Phase 2 of the Larde Hospital construction



Submitting Kenmare’s Biodiversity Offset Management Plan to deliver

15% Net Gain in biodiversity

#### Links to KPIs Links to risks

1

3

4

8

15

17

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

CASE STUDY

#### WCP A UPGRADE

Nataka is the largest ore zone in Moma’s

portfolio and mining this area is key to

securing production from Moma for

decades to come.

Kenmare has upgraded WCP A to allow it to mine

successfully in Nataka for future generations.

In July 2025, two new high-capacity dredges were

landed on the beach at Moma and then transported

to the staging pond, the area where the upgrade work

was taking place. Kenmare and its contractor team

constructed a new feed preparation module, including

an upfront desliming circuit, and in September 2025,

the new dredges and module were connected to

the plant, replacing the existing ones. Following the

upgrade work, approximately 75% of WCP A was new

equipment.

Kenmare began commissioning the upgraded

WCP A in Q4 2025 and although this process took

longer than anticipated due to some unexpected

challenges, WCP A is now progressing towards

operating at its nameplate capacity on a consistent

basis in the near-term.

#### Deliver long-life, low-cost production

Kenmare is the world’s largest supplier of ilmenite and the Moma Mine is one of the largest

titanium minerals deposits in the world. The Company is focused on maintaining a low-cost

profile, allowing it to generate cash flow at all stages of the commodity price cycle. With over 100

years of Mineral Resources at its current production rate, Kenmare has significant potential for

growth when market conditions are right.

#### Long-term priorities

Kenmare is focused on:



Unlocking the value of Moma’s

nine billion tonnes of Mineral

Resources, initially through the

transition of Wet Concentrator

Plant (WCP) A to the Nataka

ore zone



Delivering consistent ilmenite

production, with 20+ years’ mine

life visibility



Maintaining a low-cost profile

20+

## years

Mine life visibility in Nataka

ore zone

#### Performance in 2025

Kenmare is investing $341 million to upgrade its largest mining plant, WCP

A, ahead of its transition to the large Nataka ore zone. By the end of 2025,

commissioning of the upgraded WCP A was largely complete and over 80%

of the capital expenditure was incurred, significantly de-risking the project.

Heavy Mineral Concentrate (HMC) production in 2025 was 1,233,300

tonnes, a 15% decrease compared to 2024 (1,446,600 tonnes), largely due

to lower excavated ore volumes resulting from downtime associated with

the WCP A upgrade project. Total cash operating costs were $242.7 million,

down slightly year-on-year (0.4%), due to reduced production, which led to

lower fuel costs, offset by increased labour costs as a result of one-off costs

associated with the workforce retrenchment programme at Moma.

#### Outlook for 2026

WCP A operated regularly at its nameplate capacity during Q1 2026 and it is

progressing towards achieving its capacity on a consistent basis in the near-

term. It is expected to commence its transition to Nataka in H2 2026 and it will

begin mining its higher-grade path in early 2028. WCP A is scheduled to mine in

Nataka for the rest of its economic life, which is expected to exceed 20 years.

Kenmare is focused on delivering shipment volumes in excess of 1,100,000

tonnes in 2026, more than a 15% uplift compared to 2025. The Company

intends to produce lower volumes of finished products than it has in recent

years to minimise operating costs and accelerate the drawdown of finished

product stocks, although production can be flexed upwards from the

minimum guidance level to meet market demand once inventory levels have

normalised. Total cash operating costs in 2026 are anticipated to be lower

than in 2025 at $215 million to $225 million.

#### Links to KPIs Links to risks

1

5

6

7

10

15

18

Kenmare Resources plc

#### KENMARE’S STRATEGIC PRIORITIES CONTINUED

![]()

CASE STUDY

#### VALUE OVER VOLUME

#### AND COST MANAGEMENT

#### INITIATIVES

Kenmare transitioned to a value over

volume approach in 2025, representing a

shift from a historical focus on maximising

production.

In 2026, Kenmare is focused on reducing product

inventories to unlock working capital and only

producing sufficient product volumes to meet its

shipment commitments. Annual production guidance

for 2026 is therefore lower than in recent years.

Constraining production will also allow the Company to

target a reduction in operating costs compared to 2025.

Kenmare conducted a thorough assessment of its cost

structure in H2 2025 and identified some opportunities

to further decrease operating costs in 2026, including

minimising the use of dry mining. Additionally, a

retrenchment process in respect of approximately

15% of Moma’s workforce was initiated in Q4 2025;

while regretted, this is a necessary and proportionate

response to the challenges currently being experienced

by Kenmare and the wider industry.

#### Allocate capital efficiently

Kenmare continuously assesses the best ways to deploy the capital generated from its activities

to ensure it creates value for all stakeholders. The Company has returned over $300 million to

shareholders through dividends and share buy-backs since 2019 and is focused on maintaining a

flexible balance sheet, providing liquidity to fund the Company’s capital requirements. Additionally,

Kenmare works hard to uncover, assess and develop value accretive projects to deliver growth.

#### Long-term priorities

Kenmare is focused on:



Maintaining a flexible

balance sheet



Making shareholder returns,

when prudent to do so



Developing value accretive

growth opportunities

$156m

WCP A upgrade project

capital expenditure in 2025

#### Performance in 2025

Kenmare is funding the upgrade of WCP A from existing cash resources,

operating cash flow and existing debt facilities. In 2025, the Company spent

$156 million on the WCP A upgrade project, with an additional $12 million

incurred in 2025 but paid in early 2026. It also invested $50 million in

sustaining and improvement capital, which included funding the first Selective

Mining Operation (SMO). The SMO achieved its design capacity in 2025 and

delivered 50,000 tonnes of HMC production, in line with expectations.

The Company had net debt of $158.8 million at year-end due primarily to

elevated capital expenditure during the year.

#### Outlook for 2026

With more than 80% of the capital expenditure for the WCP A upgrade project

now incurred, capital expenditure is expected to reduce significantly in 2026.

Kenmare expects capital expenditure on the WCP A project to be $30 million

during the year, including the $12 million incurred in 2025. Sustaining capital

is expected to be $30 million in 2026, including investment in a second SMO.

This is expected to begin construction in Q2 2026, with commissioning in Q3.

Kenmare is focused on maintaining a strong and flexible balance sheet,

supported by ongoing operating cashflow, net current assets, and a

$200 million Revolving Credit Facility. The Company is well capitalised

to fund the remainder of the WCP A upgrade project and other capital

expenditure; however further expenditure deferrals will be considered where

safe and practicable to do so.

The Board made the difficult but responsible decision to pause the

2025 dividend in light of weak market conditions and elevated net debt.

Dividends will be resumed as soon as it is prudent to do so and financing

facilities allow.

#### Links to KPIs Links to risks

10

13

14

15

19

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

#### MARKET REPORT

#### A summary of the marketplace

Kenmare experienced stable demand for its products in 2025, with appetite for the Company’s

high-quality titanium feedstocks and zircon continuing to be resilient, despite global pigment and

ceramics markets remaining subdued.

Kenmare continued to target the strongest

market segments, such as the beneficiation

and titanium metal markets, where the

Company’s products are favoured for their

low level of impurities and stability of supply.

Kenmare also successfully launched its new

concentrates product, ZrTi, in 2025, which

has proven to be a valuable by-product. It is

expected to enhance portfolio flexibility and

contribute to increased sales volumes in 2026.

Nevertheless, market oversupply has placed

downward pressure on pricing and the

Company’s average received price decreased

by 6% in 2025 compared with 2024, or

by 7% if ZrTi sales are included. Despite

this, Kenmare continues to believe that

the medium and long-term fundamentals

for its products remain intact, supported

by structural supply constraints, growing

beneficiation capacity and expanding

titanium metal applications.

#### The macroeconomic

#### environment

Global demand for titanium feedstocks

moderated in 2025, declining approximately

5% compared with 2024, although remaining

at historically high levels. This decline was

largely attributable to weaker demand for

titanium dioxide pigment, as the titanium

metal market remained comparatively robust.

Slower end-markets (such as housing and

construction) combined with relatively

elevated global interest rates, weighed on

pigment consumption for coatings and

construction. Higher mortgage rates in

Western economies also reduced housing

mobility, discouraging moving or the

purchasing of new homes, further dampening

renovation and construction activity.

In contrast, titanium metal demand remained

resilient. Aerospace, defence and industrial

applications continued to support production

of titanium metal, with Kenmare’s ilmenite

sales to the titanium metal market segment

increasing from 23% in 2024 to 25% in 2025.

This reflects Kenmare’s growing exposure to

higher-value end markets that are less directly

linked to residential construction cycles.

Global gross domestic product (GDP) growth

slowed in 2025 and was concentrated in

emerging markets, with India recording the

strongest growth among the G20 economies.

European growth remained subdued,

on reduced industrial production and

construction activity.

In China, headline GDP growth was supported

primarily by exports rather than domestic

consumption. The Chinese property sector

remained weak throughout the year,

constraining domestic demand for titanium

pigment. Chinese pigment producers

continued to export significant volumes,

reshaping global trade flows and increasing

pressure on pigment prices globally.

Kenmare is monitoring closely the war in the

Gulf region, which began in late February

2026, and is assessing the impact on its

markets. Some of the impacts that may

affect the business are higher fuel costs

and higher freight costs, plus it has become

more challenging for product shipments to

reach some customers in the Gulf region.

The Company is working with its customers

closely and hopes for swift resolution of the

conflict.

The Organisation for Economic Co-ordination

and Development (OECD) forecasts improved

growth in the G20 beyond 2026. Combined

with a gradual easing of interest rates, this is

likely to support a recovery in housing and

construction activity over the medium term.

While the timing of this recovery remains

uncertain, structural urbanisation trends

in emerging markets and infrastructure

requirements continue to underpin demand

for titanium feedstocks over the medium- to

long-term.

20

Kenmare Resources plc

![]()

19%

PRIMARY

ZIRCON

7%

CONCENTRATES

2%

RUTILE

72%

ILMENITE

$312.1m

MINERAL

PRODUCT

REVENUE

Volumes (’000 tonnes)

Price (FOB $/t)

H2

24

H1

24

H2

23

H2

25

H1

25

H1

22

H2

22

H1

23

H1

21

H2

21

800

600

400

200

0

400

300

200

100

0

2025 REVENUE BY PRODUCT FINISHED PRODUCT SALESILMENITE SALES

H2

24

H1

24

H2

23

H2

25

H1

25

H1

22

H2

22

H1

23

Volumes (’000 tonnes)

Price (FOB $/t)

H1

21

H2

21

800

600

400

200

0

500

400

300

200

100

0

#### Key product markets information

#### Kenmare’s products

#### Titanium feedstocks

Titanium feedstocks are

“quality-of-life” minerals, with

consumption increasing as urban

populations grow and disposable

income rises. They are used to

produce titanium dioxide pigment

and titanium metal, and are also

used in the welding market. Titanium

metal has been classified as a critical

mineral by the EU and the United

States of America (USA) .

#### Zircon

The ceramics industry accounts for

~50% of global zircon demand, where

it is the preferred raw material due to

its unmatched opacifying qualities,

high refractive index, and high

melting point. Zircon is also used in

the refractory and foundry industries

and zirconia chemicals. Like titanium

metal, zirconium is listed as a critical

mineral in the USA.

#### Rare Earth Elements

Kenmare supplies REEs through

concentrates products containing

monazite. Like Kenmare’s other

products, REEs are listed as critical

minerals in the EU and USA. They

are consumed in permanent magnets

crucial to fast-growing markets, such

as those for electric vehicles and

wind turbines.

6%

Kenmare’s titanium minerals

global market share

6%

Kenmare’s zircon global market

share

103,100t

Concentrates production in

2025

21

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

#### Kenmare’s markets in 2025

#### Titanium feedstocks

Kenmare’s primary product is ilmenite, which

represented 72% of revenue in 2025, and

the Company also produces a small quantity

of another titanium feedstock called rutile,

which represented 2% of revenue. Kenmare

continues to experience robust demand for

its titanium minerals products, underpinned

by the high-quality nature of its products,

long-standing customer relationships and

reliability of supply.

Kenmare saw strong demand from the

beneficiation market in 2025, where its

low-impurity ilmenite is well-suited to

chloride slag and synthetic rutile production.

Additional beneficiation capacity is being

added in both the Middle East and China,

which are regions where Kenmare maintains

established customer relationships and

a strong supply position. Demand from

the titanium metal sector also remained

comparatively resilient in 2025.

However, the market continued to be

oversupplied in 2025, as in recent years

expansion of supply growth has materially

outpaced demand growth. Additionally, since

2019, global feedstock supply has expanded

at a faster pace than underlying consumption.

This new production has come from Chinese

iron ore producers, which produce ilmenite

as a co-product, and Chinese concentrates

producers operating in African countries,

principally Mozambique. These concentrates

producers ship their products to China for

processing, which has added incremental

ilmenite and rutile to the global market.

Rutile-rich concentrate production in

Sierra Leone also increased, putting

additional pressure on the beneficiated

feedstock segment and contributing to rutile

pricing softness.

In response to lower pricing, Western titanium

feedstocks producers selectively curtailed

production during 2025 and this has begun

the process of market rebalancing. This

process is likely to continue at current

pricing, which is below the level required

for long-term supply stability. Unplanned

curtailments may also impact near-term

supply and demand balance.

#### Zircon

Primary zircon represented 19% of Kenmare’s

revenue in 2025, with zircon primarily used

in the manufacture of ceramics. The zircon

market remained challenging during the

year, with demand continuing to be subdued.

However, measurable progress was made

towards reducing oversupply and rebalancing

the market, as supply contracted in response

to weaker pricing.

Demand pressure continued to originate

largely from China, where the ceramics

sector remains challenging due to prolonged

weakness in the property market. Construction

activity and ceramic tile production remained

below historical levels, limiting zircon

consumption. In Europe, ceramic markets

remained broadly flat compared to 2024.

Demand for Kenmare’s standard zircon

products in Europe remained robust,

despite the weaker economic backdrop.

Europe continues to be a key market for the

Company’s higher-grade zircon products,

where product quality, consistency and

reliability of supply are valued. In China,

Kenmare’s customers continue to process

Kenmare’s zircon products into high-quality,

finished zircon products and maintain

long-term relationships with the Company.

Zircon prices declined during the year, in line

with broader market conditions. However,

pricing showed signs of stabilisation towards

the end of 2025, as supply reductions began

to take effect. This trend has continued into

early 2026, with zircon pricing remaining

broadly flat through the start of the year.

While supply remains sufficient to meet

current demand, a disciplined approach

to production among major producers

and ongoing supply rationalisation are

contributing to a gradual market rebalancing.

#### Rare Earth Elements

Kenmare produces a small quantity of

monazite, which is a mineral containing

rare earth elements (REEs), as part of a

concentrates product. REEs are used to make

permanent magnets for electric vehicles and

wind turbines and demand for these products

is supported by the global energy transition.

Following a period of volatility, monazite

prices increased throughout 2025 and early

2026, due to increased demand.

Geopolitical developments also increased

demand for REEs during 2025. The USA

intensified its efforts to develop a domestic

REE supply chain, focusing attention on

upstream feedstocks, including monazite-

bearing concentrates. While a greater

emphasis on the security of REE supply chains

supports increased demand for monazite,

it also incentivises additional mineral sands

production, which could increase the supply

of titanium and zircon feedstocks, potentially

leading to continued oversupply and

suppressed pricing these markets.

25%

Kenmare’s ilmenite sales to the

titanium metal market in 2025

10

20

30

40

50

60

70

80

60% Rare Earth Elements (RMB/t)

Q1–17

Q3–17

Q1–18

Q3–18

Q1–19

Q3–19

Q1–20

Q3–20

Q1–21

Q3–21

Q1–22

Q3–22

Q1–23

Q3–23

Q1–24

Q3–24

Q1–25

Q3–25

MONAZITE PRICE

22

Kenmare Resources plc

#### MARKET REPORT CONTINUED

![]()

#### Key trends

1. Growing production of chloride

#### pigment

2025 was a record year for chloride pigment

production, which grew by over 10% year-on-

year (YoY), with particularly strong growth

in Q4. This was offset by a decrease in the

production of sulphate pigment, which was

impacted by increased sulphur prices in

China, making chloride pigment relatively

attractive in comparison. Kenmare is well

placed to benefit from this trend, with

Kenmare’s ilmenite a preferred product for

beneficiation to higher-grade feedstocks

used in the production of chloride pigment.

2. Increasing supply of titanium

#### minerals from concentrates

202420232022 2025f2019 2020 2021

‘000 Ti0

2

1,200

1,000

800

600

400

200

0

Concentrates production continued to

increase in 2025, despite reducing prices,

with concentrates sales to China growing by

20% YoY. Mozambique continued to dominate

supply, with 57% of the concentrates market

in 2025. Sierra Leone and Nigeria have also

become significant producers of concentrates

in recent years.

Kenmare is competing in this market through

the sale of ZrTi, a new concentrates product.

ZrTi has been well accepted by customers,

with the Company selling 23,000 tonnes

into the Chinese market in 2025. ZrTi was

previously considered a waste product and

represents a valuable margin expansion

initiative. Kenmare plans to significantly

increase sales of this product in 2026.

3. Increased beneficiation capacity

202420232022

2025

20192018 2020 2021

‘000 Tonnes

600

500

400

300

200

100

0

Additional chloride slag and synthetic rutile

production capacity is being built in the

Middle East and China. There is a shortage of

high-quality titanium feedstocks needed to

supply these plants but fortunately, Kenmare

is well-positioned to sell to these producers

and benefit from this increased capacity.

4. Growing sales to the titanium

#### metal market

Kenmare continued to target the titanium

metal market in 2025 as it is outperforming

other market segments and products sold

here command a price premium. Kenmare

has increased its share of the titanium metal

market over the years, with it representing

25% of ilmenite sales in 2025, up from 6%

in 2017. Titanium metal demand decreased

in 2025, but remains resilient relative to

historical levels, benefitting from continued

economic growth in China.

Kenmare supplies the metal sector through

selling its products to the beneficiation

market, which feeds directly into metal

production.

202420232022

2025f

2019 2020 2021

‘000 TiO

2

Units

900

700

500

300

100

0

6%

KENMARE

94%

OTHER

TITANIUM FEEDSTOCKS

MARKET SHARE

34%

CHINA

21%

OTHERS

4.4%

KENMARE

41%

“BIG 3”

PRODUCERS

ZIRCON

MARKET SHARE

6%

TITANIUM

19%

ZIRCON

76%

RARE EARTH

ELEMENTS

MINERAL SANDS CONCENTRATE

REVENUE SPLIT

10%

Growth in chloride production in 2025

versus 2024

23

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

LOST TIME INJURY FREQUENCY

RATE (LTIFR)

GHG EMISSIONS GENDER DIVERSITY

0.07

(per 200k hours)

54,570

tonnes CO

2

e

18%

0.06

0.15

0.09

0.03

2321 22 24 25

0.07

2321 22 24 25

57,141

59,057

66,513

70,437

54,570

2321 22 24 25

16.0

17.4

14.5

12.5

18.0

DESCRIPTION

Measures the number of injuries per 200,000

hours worked at the Mine that result in time

lost from work.

PERFORMANCE

Three Lost Time Injuries (LTIs) were recorded

in the 12 months to 31 December 2025,

compared to two in 2024, resulting in a rolling

12-month Lost Time Injury Frequency Rate

(LTIFR) of 0.07 per 200,000 hours worked

(31 December 2024: 0.06). In 2025, Kenmare

achieved its lowest ever All Injury Frequency

Rate of 0.75 per 200,000 hours worked. The

WCP A upgrade project has had no injuries

since commencement, achieving over two

million LTI free hours.

OUTLOOK

Kenmare is committed to continual

improvement. In 2026, the Group will

reinforce its safety culture through strong

safety leadership and the Trabalho Seguro

(“Safe Work”) initiative, which has yielded

improvements in safety culture and behaviours.

DESCRIPTION

Measures total Scope 1 and 2 market-based

greenhouse gas (GHG) emissions. Kenmare

acknowledges the human contribution to

climate change and aims to reduce emissions

from its already low carbon intensity operations.

PERFORMANCE

Kenmare’s Scope 1 GHG emissions decreased

by 8% in 2025, primarily due to lower

Mineral Separation Plant (MSP) diesel

usage due to lower levels of production.

Kenmare successfully piloted biodiesel in its

operations in 2025 and is actively seeking

domestic sources of the fuel to support future

decarbonisation efforts.

OUTLOOK

The Company has a medium-term target of

a 30% reduction in Scope 1 and 2 emissions

by 2030 and an ambition to achieve Net Zero

(Scopes 1 and 2) by 2040. Kenmare does not

expect a linear reduction in GHG emissions

between now and its stated target years,

2030 and 2040. It is more likely there will

be increases and decreases year-on-year.

Kenmare will communicate progress against

these targets annually.

DESCRIPTION

Measures the percentage of female employees

at the Moma Mine. Kenmare recognises the

benefits to its business of supporting diversity,

equity, and inclusion for long-term sustainable

success.

PERFORMANCE

Kenmare is working to increase the number of

women in its workforce. At year-end 2025, 18%

of Mine employees were women, compared

with 17.4% in 2024.

OUTLOOK

The impact of the workforce retrenchment

programme in late 2025 will be felt in 2026 and

Kenmare will be working to improve its gender

diversity from a lower base than achieved

in 2025. Nonetheless, Kenmare continues

to strive to be the employer of choice in the

Mozambican labour market. The Company

seeks to attract experienced talent, as well as

graduates, and strives to continue to support

gender diversity through initiatives targeted at

its female employees.

Links to strategy Links to strategy

Links to strategy

Links to risks

8

15

Links to risks

4

6

15

Links to risks

15

#### Strategic key performance indicators

#### Kenmare uses various financial and non-financial performance measures to help evaluate the ongoing performance

#### of its business.

Linked to the Group’s strategic objectives, the following measures are considered by management to be some of the most important in evaluating

Kenmare’s overall performance year-on-year.

Kenmare Resources plc

24

#### KEY PERFORMANCE INDICATORS

![]()

PRODUCTION OF FINISHED

PRODUCTS

SHIPMENTS CASH OPERATING COSTS

1,004,000

tonnes

947,900

tonnes

$242.7m

2321 22 24 25

1,091,500

1,115,300

1,200,800

1,228,500

1,004,000

2321 22 24 25

1,045,200

1,088,600

1,075,600

1,285,300

947,900

2321 22 24 25

228.1

243.6

218.7

195.7

242.7

DESCRIPTION

Provides a measure of production from the Mine

and is defined as finished products produced by

the mineral separation process (in tonnes).

PERFORMANCE

Heavy Mineral Concentrate (HMC) production

in 2025 was 1,233,300 tonnes, down 15% year-

on-year (YoY), due primarily to lower excavated

ore volumes relating to the Wet Concentrator

Plant (WCP) A upgrade work. Production

of finished products was 1,004,000 tonnes,

down 10% YoY (2024: 1,115,300 tonnes), due

to reduced HMC availability. This was partially

offset by the drawdown of intermediate

stockpiles to deliver increased primary zircon

production and the introduction of a new

concentrate by-product called ZrTi.

OUTLOOK

Kenmare intends to produce lower volumes of

finished products in 2026 than it has in recent

years to minimise operating costs and accelerate

the drawdown of finished product stocks, in line

with its value over volume approach. Production

will be flexed upwards from this minimum

guidance level to meet market demand once

inventory levels have normalised.

DESCRIPTION

Provides a measure of finished product

volumes shipped to customers during the

period (in tonnes).

PERFORMANCE

Shipment volumes in 2025 were 947,900

tonnes, a 13% decrease compared to 2024,

due primarily to poor weather conditions in H1

and the Peg transhipment vessel going into

its five-yearly dry dock for maintenance work

between June and September, limiting shipping

capacity.

OUTLOOK

Shipment volumes are expected to exceed

1.1 million tonnes in 2026, an uplift of over

15% compared to 2025. This performance will

be supported by higher year-end finished

product inventories of 344,000 tonnes (2024:

287,200 tonnes) and the new concentrates

by-product, ZrTi.

DESCRIPTION

Eliminates freight costs and non-cash costs to

identify the actual cash outlay for production

and, when combined with production volumes,

provides a comparable cash cost per tonne of

finished product produced over time.

PERFORMANCE

Total cash operating costs remained relatively

flat in 2025, compared to 2024. Cash operating

costs per tonne increased by 11%, due to

the 10% decrease in production of finished

products.

OUTLOOK

Total cash operating costs are expected to

decrease in 2026. Kenmare has conducted a

thorough assessment of its cost structure and

identified several cost saving initiatives, which

have been implemented or are in planning.

These include a retrenchment process in

respect of approximately 15% of its workforce,

which was initiated in Q4 2025 and from which

cost reductions will be realised in 2026. Cash

operating costs per tonne will be negatively

impacted by lower production in 2026.

Links to strategy

Links to strategy

Links to strategy

Links to risks

1

3

4

5

6

7

9

10

14

16

Links to risks

4

5

6

7

11

12

14

16

Links to risks

1

2

7

13

14

16

#### Operational key performance indicators

RISK KEY

Strategic risks Operational risks Financial risks

LINKS TO STRATEGIC PRIORITIES

Operate responsibly Deliver long-life, low-cost production Allocate capital efficiently

1

Permitting, licencing and

Government agreement risk

2

Country risk

15

Social licence to

operate (new)

16

Changing competitive

landscape (new)

3

Geotechnical risk

4

Weather conditions

5

Orebody knowledge

6

Loss of production due to power

supply and transmission interruption

7

Asset damage or loss

8

Health, Safety and Environment

9

IT security risk

10

Development project risk

11

Industry cyclicality

12

Customer and/or

market concentration

13

Unanticipated cost inflation

14

Liquidity (new)

STRATEGIC REPORT

25

Annual Report and Accounts 2025

![]()

ADJUSTED EBITDA ADJUSTED PROFIT/(LOSS) AFTER

TAX

TOTAL CAPITAL EXPENDITURE

$58m

1

($23.7m)

1

$215m

2321 22 24 25

220.3

157.1

298.0

214.2

58.0

2321 22 24 25

131.0

64.9

206.0

128.5

23.7

2321 22 24 25

69.7

154

59.9

60.3

215

DESCRIPTION

Eliminates the effects of financing, tax,

depreciation and impairment losses to allow

assessment of the underlying performance of

the Group.

PERFORMANCE

Adjusted EBITDA decreased by 63% compared

with 2024. This was the result of a 20%

reduction in mineral product revenue, due to

a 13% decrease in shipment volumes and a 6%

decrease in average price received. A lower

value product mix also impacted revenue, with

co-products revenue down 15% YoY. Total cash

operating costs remained relatively flat in 2025,

compared with 2024.

OUTLOOK

Kenmare expects EBITDA in 2026 to be broadly

flat versus 2025, with higher shipments offset

by lower product pricing.

DESCRIPTION

A measure of economic return to shareholders

after finance costs and taxes. It is also the basis

on which the Group’s dividend payout ratio is

assessed.

PERFORMANCE

The adjusted loss after tax in 2025 was

$23.7 million, compared to profit after tax of

$64.9 million in 2024.

OUTLOOK

The Group believes the fundamentals for future

earnings remain strong. Improved profitability

will be driven by continued focus on operational

efficiency and cost control, and will be

supported by expected pricing recovery over

the medium-term.

DESCRIPTION

Provides the amount spent by the Group on

additions to property, plant and equipment in

the period.

PERFORMANCE

Peak capital expenditure was incurred on the

WCP A project in 2025, with $168 million spent

on upgrade work ahead of WCP A’s transition

to the Nataka ore zone. $47 million related to

various other capital items, including the dry

dock of the Peg transshipment vessel and the

Selective Mining Operation.

OUTLOOK

Capital expenditure is expected to significantly

reduce in 2026. Capital expenditure on the

WCP A upgrade project is anticipated to be

$30 million in 2026, including $12 million that

was incurred in 2025. Sustaining capital costs in

2026 are expected to be lower than in 2025 at

approximately $30 million.

Links to strategy

Links to strategy

Links to strategy

Links to risks

1

2

3

4

5

6

7

9

10

11

12

13

14

16

Links to risks

1

2

3

4

5

6

7

9

10

11

12

13

14

16

Links to risks

3

5

7

10

13

14

1  Adjusted to exclude $301..3 million impairment charge.

#### Financial key performance indicators

26

Kenmare Resources plc

#### KEY PERFORMANCE INDICATORS CONTINUED

![]()

NET DEBT SHAREHOLDER RETURNS RETURN ON CAPITAL EMPLOYED

$158.8m $8.9m 0%

2321 22 24 25

20.7

25.0

25.7

85.0

158.8

2321 22 24 25

51.5

50.0

82.7

8.9

30.0

32.1

28.6

2321 22 24 25

13

7

20

15

0

DESCRIPTION

Total bank loans and lease liabilities less cash

and cash equivalents is a measure of the

Group’s financial leverage and an indication of

how Kenmare is managing its balance sheet

and capital structure.

PERFORMANCE

Kenmare finished the year with net debt

of $158.8 million (2024: $25.0 million). This

comprised $48.6 million of cash and cash

equivalents (2024: $56.7 million), debt of

$206.4 million (2024: $80.4 million), and lease

liabilities of $1.0 million (2024: $1.3 million). The

increase in net debt reflects the peak capital

expenditure on the WCP A project in 2025.

OUTLOOK

While capital expenditure is expected to

decrease significantly in 2026, net debt is

expected to remain elevated, due primarily

to continued weak product pricing impacting

operating cashflow generation.

DESCRIPTION

Shareholder returns comprise dividends and

share buy-backs.

PERFORMANCE

Shareholder returns in respect of 2025 were

$8.9 million and were comprised of an interim

dividend of USc10 per share. The Board made

the difficult but responsible decision to pause

the final dividend in light of weak market

conditions and elevated net debt. This is in line

with the Company’s commitment to maintaining

balance sheet flexibility and ensuring Kenmare’s

long-term financial stability.

OUTLOOK

The Board recognises the importance of

dividends to many shareholders and will look to

resume dividends as soon as it is prudent to do

so and the Company’s debt facilities allow.

DESCRIPTION

Return on Capital Employed (ROCE) is defined

as operating profit expressed as a percentage

of the average capital employed. ROCE is a

measure of the profits generated in the year in

comparison to the capital investment that has

been made in the Company.

PERFORMANCE

The Group’s ROCE decreased by 100% in 2025

compared to 2024, primarily driven by lower

earnings in the year.

OUTLOOK

Kenmare will continue to focus on efficiency at

Moma to maximise returns through future price

and investment cycles.

Links to strategy

Links to strategy

Links to strategy

Links to risks

6

7

11

13

14

16

Links to risks

1

2

3

4

5

6

7

10

11

12

13

14

16

Links to risks

1

2

3

4

5

6

7

10

11

13

14

16

RISK KEY

Strategic risks Operational risks Financial risks

LINKS TO STRATEGIC PRIORITIES

Operate responsibly Deliver long-life, low-cost production Allocate capital efficiently

1

Permitting, licencing and

Government agreement risk

2

Country risk

15

Social licence to

operate (new)

16

Changing competitive

landscape (new)

3

Geotechnical risk

4

Weather conditions

5

Orebody knowledge

6

Loss of production due to power

supply and transmission interruption

7

Asset damage or loss

8

Health, Safety and Environment

9

IT security risk

10

Development project risk

11

Industry cyclicality

12

Customer and/or

market concentration

13

Unanticipated cost inflation

14

Liquidity (new)

STRATEGIC REPORT

27

Annual Report and Accounts 2025

![]()

2025 was a year of

transition across the

#### operations.

Ben Baxter

Chief Operations

Officer

Higino Jamisse

Moma Mine General

Manager

#### Summary

2025 represented a new record for overall

safety performance, with an All Injury

Frequency Rate of 0.75 injuries per 200,000

hours worked, compared to 0.93 in 2024.

This was recognised by Kenmare winning

the Safety Excellence Award at the Mining

Magazine Awards 2025. The Company’s Lost

Time Injury Frequency Rate for 2025 was

0.07 (2024: 0.06). Of particular significance

was the outstanding execution of the Wet

Concentrator Plant (WCP) A upgrade project,

with over two million hours worked over five

years and no Lost Time Injuries recorded. The

Company’s Trabalho Seguro (“Safe Work”)

initiative continues to drive improvements

in safety culture and behaviours and will be

further developed in 2026.

2025 was a year of transition across the

operations. The significant WCP A upgrade

project was delivered successfully and

although there were some minor delays in

the commissioning process, it is now fully

equipped to mine in the large Nataka ore

zone. It will begin mining its way to this area

in H2 2026.

Towards the end of the year, the Company

also transitioned to a “value over volume”

approach in response to the weakening

market conditions. This included undertaking

a thorough review of its cost structure and

a retrenchment programme, impacting

approximately 15% of Moma’s workforce.

While regrettable, this is a necessary and

proportionate response to the challenges

currently being experienced by Kenmare and

the wider industry.

Production of finished products in 2025

was lower than in 2024, primarily due to

the downtime associated with the WCP A

upgrade project. As a result, Kenmare revised

its production guidance for ilmenite and

rutile. Pleasingly, original guidance was met

for primary zircon and materially exceeded

for concentrates, supported by the delivery

of a new concentrates product called ZrTi.

This product represents a valuable margin

expansion initiative, monetising historical

tailings streams.

Shipments in 2025 were impacted by

poor weather in H1 and one of Kenmare’s

transshipment vessels going into its

five-yearly dry dock in H2, in addition to a

customer in financial distress being unable to

take its contracted volumes. The Company’s

focus in 2026 will be delivering in excess of

1.1 million tonnes of shipments, a 15% uplift on

2024, and facilitating a significant destocking

of Moma’s finished product stockpiles to

minimise operating costs and unlock value.

#### Mining

Heavy Mineral Concentrate (HMC)

production in 2025 was 1,233,300 tonnes,

down 15% year-on-year (YoY). This was a

result of downtime associated with the WCP

A project execution, as well as lower than

expected grades at WCP B. Excavated ore

volumes were 36,958,000 tonnes, down 10%

YoY, also due to the WCP A upgrade project.

Grades reduced from 4.17% Total Heavy

Minerals (THM) in 2024 to 4.04% THM in

2025, as a result of WCP A approaching the

end of its life in Namalope and a reduction in

grades in Pilivili, in line with expectations.

#### Wet Concentrator Plant A

2025 was a year of substantive change at

WCP A, with peak capital expenditure reached

on the upgrade project. The total capital cost

for the project remains at $341 million, with

over 80% incurred and successfully deployed

by the end of 2025. Of the remaining budget,

$30 million is expected to be spent in 2026

(including approximately $12 million incurred in

2025) and the remaining $40 million between

2027 and 2032.

During the year, the Projects team undertook

significant work to:



Construct and deliver to site the two

new high-capacity dredges from the

Netherlands



Construct the new feed preparation unit,

including an upfront desliming circuit



Complete civil engineering works to

construct the Tailings Storage Facility

(TSF) that will store slimes removed from

the mining pond over the coming years,

replacing a complex paddock system

Kenmare undertook a production pause

at WCP A in September to replace the old

equipment (including the existing dredges

and the feed preparation unit) with new. After

70

69

72

73

20232021 2022 2024 2025

64

MINE OVERALL UTILISATION (%)

86.6

88.7

87.8

88.9

85.9

20232021 2022 2024 2025

MINING RECOVERY (%)

28

Kenmare Resources plc

#### OPERATING REVIEW

![]()

this process was complete, approximately

75% of WCP A was comprised of new

equipment, equipping the plant to operate at

Nataka for decades to come.

Commissioning of the upgraded WCP

A operations began in October and was

substantially complete by year-end, with just

minor optimisation and debottlenecking work

outstanding. The project was progressively

handed over to the Operations team during

Q4, representing its transition from a project

into an operational plant.

Mining at WCP A was influenced by high

slimes during the first three quarters of

the year. This had a negative impact on

throughputs and recoveries. HMC production

from WCP A was also affected by lower than

anticipated grades and reduced operating

time due to the WCP A upgrade project.

#### Wet Concentrator Plant B

WCP B performed below expectations in 2025

due to challenging slimes levels impacting

orebody hardness, reducing dredge

throughputs. Supplementary dry mining was

alternatively used to access this higher-grade

ore, however, this began later than planned

due to the dry mining equipment being

used for longer than expected at WCP A, in

advance of the WCP A production pause.

Mining reached the southern boundary of

the Pilivili licence area during late 2025 and

WCP B turned 180 degrees to commence its

return path towards the Mualadi ore zone.

Dry mining will continue in 2026 to reduce

the mining pond’s advance rate and defer

capital requirements for civil engineered

berms on the Pilivili exit path to Mualadi.

The temporary re-routing of the Mualadi

River in 2024–2025 was successful and

during 2026, Kenmare will commence the

process of returning the river to its original

course and rehabilitating the land.

#### Wet Concentrator Plant C

WCP C’s performance in 2025 was impacted

primarily by lower grades as it approached

the end of its mine path in Namalope, which

is due to be completed by 2029. WCP C

mines a single pathway around the periphery

of the Namalope ore zone, mining areas that

WCP B is too large to access.

WCP C’s production was also impacted by lower

mining faces and the requirement to transition

through an area of previously mined tailings

to facilitate community access. Additionally,

the operation was affected by community

disruption in the wake of post-election tensions

and a lack of local Government representation,

which continued into early 2026.

#### Selective Mining Operation(SMO)

The SMO delivers additional HMC capacity

and is a flexible and capital-efficient alternative

to the previously planned upgrade of WCP B.

SMO 1 was successfully commissioned in H1

2025 and has proven effective at mining areas

of Pilivili inaccessible by larger plants. The

operation was designed to deliver 300 tph of

feed and was completed within the budget of

$6 million.

Delays in receiving equipment slowed the

production ramp-up, and initial attempts to

use dredge mining were challenging, leading

to the use of dry mining to achieve stable

feed delivery. Progressive improvements

in production were seen throughout H2,

culminating in achievement of the expected

production of 50,000 tonnes of HMC in 2025.

Kenmare is planning to commission

a second SMO in H2 2026, subject to

market conditions. It is expected to have a

capacity of 500 tph and to cost $8 million,

incorporating design improvements

compared to SMO 1. A further 1,000 tph of

SMO capacity is planned, however this has

been deferred for commissioning in 2027,

reflecting a focus on maintaining strong

liquidity and the Company’s disciplined value

over volume approach.

#### Power reliability

Kenmare continued to experience good

power reliability in 2025 as the new

Electricidade de Moçambique regional

400kv line continued to yield transmission

and supply stability benefits. However,

in November and December, network

transformer capacity was exceeded in the

northern network resulting in daily load

shedding requests of up to 10 MW. The

Company mitigated this issue by using

its Rotary Uninterruptible Power Supply,

which was able to seamlessly provide

power, contributing to smooth operations

and consistent recoveries in the Mineral

Separation Plant (MSP). Moma’s synchronous

condenser (“dip doctor”) also continued to

perform well and eliminated approximately

80% of the dips and spikes in power supply to

the Mine during the year, bringing significant

value to the business.

The Company commissioned the new Moma

C substation during Q3, bringing additional

capacity to the network to support the

delivery of the WCP A upgrade project. The

installation also included the delivery of a

line bay, which will provide Kenmare with

controlled lightning protection.

1.12

0.84

1.09

0.99

1.01

20232021 2022 2024 2025

ILMENITE PRODUCED (MT)

50,000

51,100

50,500

58,400

56,200

20232021 2022 2024 2025

PRIMARY ZIRCON PRODUCED (T)

8,380

8,870

8,910

8,580

9,830

20232021 2022 2024 2025

RUTILE PRODUCED (T)

Read more about

Kenmare’s approach to safety

on pages 72 to 73

Read more about

Kenmare’s environmental stewardship

on pages 54 to 68

Read more about

Kenmare’s strategic priorities

on pages 16 to 17

29

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

#### Processing

Total finished products in 2025 were

1,004,000 tonnes, down 10% YoY, due to

reduced HMC availability. This was partially

offset by the drawdown of intermediate

stockpiles to deliver increased zircon

production and the introduction of a new

concentrate by-product called ZrTi.

Ilmenite production in 2025 was 842,300

tonnes. Guidance was revised due to reduced

HMC production because of the slower than

expected ramp-up of WCP A, following the

upgrade work. Rutile production was similarly

impacted, although MSP improvements

delivered increased recoveries.

Original zircon production guidance was

achieved, with 50,000 tonnes produced in

2025, down only 1% YoY and benefitting from

the drawdown of intermediate stockpiles and

a value focus driving improved recoveries.

In addition, improved control in the MSP

increased the proportion of higher-grade

standard zircon production.

Concentrates production materially exceeded

the upper end of original guidance, with

a record 103,100 tonnes produced. This

surpassed the previous concentrates record

achieved in 2024 (46,100 tonnes) and was

due to the introduction of a new concentrate

product called ZrTi.

#### Shipping

Shipments in 2025 were 947,900 tonnes,

down 13% YoY. Shipments were impacted in

H1 by poor weather and by the planned dry

docking of the Peg transshipment vessel from

June to September, which reduced shipping

capacity.

In early September, one of Kenmare’s

customers announced that its corporate

group had initiated a restructuring or sales

process. Consequently, a total contracted

volume of 65,000 tonnes of ilmenite, which

was scheduled to be shipped in H2 2025,

was not taken by the customer. This further

reduced shipments during the year.

Shipments in 2025 comprised 820,600

tonnes of ilmenite, 50,200 tonnes of

primary zircon, 10,600 tonnes of rutile and

66,600 tonnes of concentrates. A total of

38 ocean-going vessels visited Moma’s

dedicated port facilities during 2025.

Due to the lower-than-expected shipments,

finished product stockpiles did not reduce as

expected in 2025, resulting in closing stock

of 344,000 tonnes of finished products at

year-end, including approximately 30,000

tonnes of ilmenite that were part-loaded

onto a customer vessel. Kenmare is intending

to reduce finished product stocks towards

normalised levels of 100,000 to 150,000

tonnes, maximising sales opportunities and

flexing ilmenite production as necessary.

#### 2026 guidance

The Company’s focus in 2026 is on

achieving shipments in excess of 1.1 million

tonnes and facilitating the destocking of

its finished product inventories in order to

unlock working capital. Mining output may

be curtailed to reduce operating costs, with

the objective of aligning production with

contracted sales and available stocks.

The average grade across all plants is

expected to be approximately 3.8% THM

in 2026. This is due to the lower grades

encountered at WCP B and the lower grades

expected to be mined by WCP A once it

begins its transitional path to Nataka in H2

2026. Excavated ore is expected to increase

as WCP A achieves nameplate capacity on a

consistent basis, supported by the expected

commissioning of SMO 2 in H2 2026.

In addition, Kenmare will aim to maximise

higher value production, such as contracted

higher-grade ilmenite, zircon and rutile, and

will seek to draw down intermediate stocks as

well as converting further MSP tailings stocks

to ZrTi concentrate.

Total cash operating costs are anticipated

to decrease to $215-225 million in 2026

(2025: $242.7 million), reflecting the effect

of a retrenchment programme conducted

in Q4 2025, an increased ratio of lower-cost

dredge mining to higher-cost dry mining,

cost optimisations, and savings from lower

production volumes.

Expenditure on development projects is

expected to be approximately $30 million in

2026, a significant reduction compared to

2025 ($156 million), now that the majority

of the WCP A works are completed.

The remaining WCP A expenditure of

approximately $40 million is due to be

incurred between 2027 and 2032 and largely

reflects infrastructure required for mining

in Nataka. Sustaining capital costs, which

include internal margin improvement projects,

are limited to $30 million in 2026, reflecting

Kenmare’s focus on liquidity management.

This includes $8 million expenditure on the

next SMO unit, expected to be commissioned

in H2 2026.

#### WCP B upgrade

Kenmare completed the Definitive Feasibility

Study (DFS) on the upgrade of WCP B’s

capacity from 2,400tph to 3,400tph in early

2025, with the aim of delivering increased

HMC production on a sustainable basis.

Whilst the additional production brought

a strong business case, the capital cost

estimated in the DFS was significantly

higher than the Pre-Feasibility Study.

During the interim period, Kenmare has also

demonstrated the effectiveness of SMOs,

and consequently, the Company has decided

to prioritise the delivery of additional SMO

capacity, as a flexible and capital efficient

way of increasing HMC production, instead

of progressing with the more complex and

costly WCP B upgrade project.

947,900t

Shipments in 2025

>15%

Expected increase in shipments

in 2026

PRODUCT 2026 GUIDANCE 2025 ACTUAL

Shipments

Production

Tonnes In excess of 1,100,000 947,900

Ilmenite Tonnes In excess of 800,000 842,300

Primary zircon Tonnes In excess of 41,000 50,000

Rutile Tonnes In excess of 7,500 8,600

Concentrates

1

Tonnes In excess of 81,000 103,100

1

Concentrates include secondary zircon, mineral sands concentrate and ZrTi.

30

Kenmare Resources plc

#### OPERATING REVIEW CONTINUED

![]()

SMO

NAMALOPE

NATAKA

MUALADI

NAMPULA

Mineral

Separation

Plant

PILIVILI

Conveyor

and jetty

Previously

mined area

km

0  2 4 6 8

C

A

B

MAPUTO

MOZAMBIQUE

842,300t

Ilmenite production in 2025

103,100t

Concentrates production in 2025

#### Outlook

2025 was a year of substantive change for

Kenmare’s operations, including a large

capital project, weakening product markets

and a transition to a value-based approach.

It is a credit to the Moma team that against

this backdrop, safety performance was still

stronger than ever before.

In 2026, the Company will continue to build

on this robust safety culture and remain

focused on delivering value over volume.

Kenmare plans to achieve over 1.1 million

tonnes of shipments, facilitating significant

drawdown of its finished product stockpiles

whilst optimising production and operating

costs. Emphasis will also be placed on

production and sales of higher value zircon

and rutile products and further development

of the new ZrTi product.

2025 was also a year where relations with

communities were more challenged following

widespread post-election demonstrations and

a pause in local Government representation,

which led to increases in opportunism and

theft. By H2 2025, calm had returned to the

area around Moma and Kenmare is pleased

to enter 2026 with stabilised community

relations. The Company is proud to continue

contributing positively to the development of

Moma’s host communities, having invested

over $25 million into community initiatives

through the Kenmare Moma Development

Association (KMAD) since 2004.

Employees showed remarkable resilience

and professionalism throughout 2025,

following the period of post-election volatility,

and have responded with understanding

to the need to reduce costs in light of

weakening markets, including through a

retrenchment programme. The Board and

senior management extend their thanks to

them as Kenmare transitions to being a more

efficient business with the continued purpose

of, ‘Transforming resources into opportunity

for all.’

31

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

#### Introduction

Moma is a world-class titanium minerals deposit, with almost nine billion tonnes of Mineral Resources (including

Ore Reserves). These contain 207 million tonnes (Mt) of ilmenite, equivalent to over 100 years of production at the

current production rate, plus its co-products zircon, rutile and monazite.

The Moma deposit benefits from abundant

fresh water, no overburden, a commercial

ore grade and attractive products that do

not have to be upgraded before being used.

This gives the Company the ability to mine,

concentrate and separate its products with

relatively low operating costs, in part due to

more than 90% of electricity consumed being

derived from low-cost hydroelectric power.

Kenmare also operates a dedicated port

facility adjacent to the Mineral Separation

Plant (MSP), which allows for the shipment of

products to customers at minimal cost.

#### Summary of Ore Reserves

#### and Mineral Resources

The total Proved and Probable Ore Reserves

in the Namalope, Pilivili, Nataka and Mualadi

mining concessions are estimated at

1,567 million tonnes (Mt) grading 3.1% Total

Heavy Minerals (THM). This represents

40.9Mt ilmenite (grading 2.6%), 2.6Mt zircon

(grading 0.16%), and 0.84Mt rutile (grading

0.054%), as at 31 December 2025.

The total Mineral Resources (excluding

Ore Reserves) held by the Group under a

combination of mining concessions is estimated

at 7.7 billion tonnes, grading 2.7% THM,

containing 166.0Mt ilmenite (grading 2.2%),

11.0Mt zircon (grading 0.14%) and 3.6Mt rutile

(grading 0.047%), as at 31 December 2025.

Details are set out in the Ore Reserves and

Mineral Resources table on page 33.

The Namalope deposit continues to be mined

by Wet Concentrator Plant (WCP) A and WCP

C. The Pilivili deposit continues to be mined

by WCP B and the Selective Mining Operation

(SMO). Reductions in the Ore Reserve

statement relate to depletion from mining in

2025 and dredge path revisions that were made

during the year to optimise the mine plan.

At year-end 2025, the Namalope Ore

Reserves comprise 29Mt of ore, representing

0.64Mt contained ilmenite (grading 2.2%),

0.04Mt zircon (grading 0.14%) and 0.015Mt

rutile (grading 0.05%). A further 2,968 metres

(m) of drilling was undertaken at Namalope

in 2025 to improve: orebody knowledge in

the WCP A mine path by drilling deeper holes

to identify additional ore; cone penetration

test (CPTu) drilling to provide increased

information relating the orebody hardness

and berm stability (5,536m); and drilling for

ground water aquifer exploration (405m).

Nataka is the largest ore zone within Moma’s

portfolio, representing over 70% of Moma’s

total Mineral Resources. Kenmare’s largest

mining plant, WCP A, was upgraded in 2025 to

allow it to mine successfully in the Nataka ore

zone. WCP A is expected to begin its transition

to Nataka in H2 2026 and will begin mining

its higher-grade mine path in early 2028. The

Nataka Ore Reserves comprise 1,464Mt of

ore, containing 38.3Mt ilmenite (grading 2.6%),

2.4Mt zircon (grading 0.16%) and 0.78Mt rutile

(grading 0.05%). In 2025, 20,116m of drilling

was undertaken at Nataka to improve orebody

knowledge and geometallurgical product

quality knowledge along the WCP A mine path.

No cone penetration test nor ground water

aquifer exploration was undertaken.

At year-end 2025, the Pilivili Ore Reserves

comprise 68.3Mt of ore, containing 1.8Mt

ilmenite (grading 2.6%), 0.13Mt zircon (grading

0.18%) and 0.04Mt rutile (grading 0.065%).

The 2025 Pilivili drilling programme (8,553m)

focused on improving orebody knowledge

and on CPTu drilling to provide increased

information relating to orebody hardness in the

southwestern high dunes (238m).

North of the Pilivili ore zone is the high dune

Mualadi ore zone that comprises 4.6Mt of ore,

containing 0.1Mt ilmenite (grading 2.6%), 0.01Mt

zircon (grading 0.17%) and 0.003Mt rutile

(grading 0.056%). The 2025 Mualadi drilling

programme (8,150m) focused on improving

orebody knowledge in the initial mining area.

"

)

"



"







"



"



"



"



"



153C

Quinga North

270C

Congolone & Marrua

Namalope

Mualadi

Pilivili

Mpitini

735C

Nataka

Moma

Pebane

Quinga

Moebase

Angoche

Chalaua

Nametil

Nampula

Mogincual

ZAMBEZIA

PROVINCE

NAMPULA

PROVINCE

0 20 40 60 80 100

km

THE MAP SHOWS

EXPLORATION LICENCES

AND MINING CONCESSIONS

HELD BY THE GROUP:

32

Kenmare Resources plc

#### MINERAL RESERVES AND RESOURCES

![]()

Work is continuing on a Pre-Feasibility

Study for the Congolone deposit, supported

by ongoing infrastructural, social and

environmental development programmes

close to Congolone. The Congolone Mineral

Resources comprise 352Mt of mineralised

material, containing 8.5Mt ilmenite (grading

2.4%), 0.7Mt zircon (grading 0.19%) and 0.2Mt

rutile (grading 0.06%). No additional drilling

activities were undertaken in 2025.

The Marrua deposit remains classified as

an Inferred Mineral Resource. It comprises

100Mt of mineralised material at 2.9% THM.

As it is a deposit adjacent to Congolone, it

has been included in the development of the

Congolone Pre-Feasibility Study.

The Mpuitine deposit remains classified as

an Inferred Mineral Resource and comprises

477Mt of mineralised material at 2.7% THM,

containing 11.4Mt ilmenite (grading 2.4%),

0.6Mt zircon (grading 0.12%) and 0.2Mt rutile

(grading 0.04%).

There were no reverse circulation drilling

activities undertaken at the Mpuitine,

Congolone, Marrua or Quinga North deposits

during 2025.

The following table sets out Kenmare’s Ore Reserves and Mineral Resources as at 31 December 2025:

Zones  Category

Sand

(Mt)

%

THM\*

% Ilmenite

in THM

% Ilmenite

in sand

% Rutile in

sand

% Zircon in

sand

THM

(Mt)

Ilmenite

(Mt)

Rutile

(Mt)

Zircon

(Mt)

Reserves

Namalope  Proved 17.3 2.70 81.31 2.20 0.05 0.13 0.47 0.38 0.01 0.02

Namalope  Probable 11.9 2.66 80.42 2.14 0.05 0.16 0.32 0.26 0.01 0.02

Pilivili Proved 37.1 3.32 80.72 2.68 0.07 0.20 1.23 1.00 0.03 0.07

Pilivili Probable 31.2 3.04 80.68 2.45 0.06 0.17 0.95 0.77 0.02 0.05

Nataka Proved 25.5 1.93 82.74 1.59 0.03 0.10 0.49 0.41 0.01 0.02

Nataka Probable 1,438.9 3.16 83.44 2.64 0.05 0.17 45.46 37.93 0.77 2.38

Mualadi Probable 4.6 3.13 81.41 2.55 0.056 0.17 0.15 0.12 0.00 0.01

TOTAL

RESERVES

Proved and

Probable 1,566.7 3.13 83.27 2.61 0.054 0.16 49.06 40.85 0.84 2.58

Resources  Category

Sand

(Mt)

%

THM\*

% Ilmenite

in THM

% Ilmenite

in sand

% Rutile

in sand

% Zircon

in sand

THM

(Mt)

Ilmenite

(Mt)

Rutile

(Mt)

Zircon

(Mt)

Congolone  Measured  216.0 3.16 80.98 2.56 0.07 0.21 6.83 5.53 0.14 0.45

Namalope Measured  110.1 3.40 81.02 2.76 0.06 0.19 3.75 3.04 0.07 0.21

Pilivili Measured  38.4 2.99 80.63 2.41 0.06 0.17 1.15 0.93 0.02 0.06

Mualadi  Measured  5.2 2.58 73.97 1.90 0.04 0.13 0.13 0.10 0.00 0.01

Nataka  Measured  80.8 2.47 81.44 2.01 0.05 0.14 2.00 1.63 0.04 0.11

Namalope Indicated 64.0 2.77 70.15 1.94 0.05 0.14 1.77 1.24 0.03 0.09

Congolone  Indicated 133.9 2.72 79.38 2.16 0.06 0.16 3.65 2.89 0.08 0.22

Nataka  Indicated 2,254.1 2.75 81.77 2.25 0.05 0.15 61.92 50.63 1.09 3.38

Pilivili Indicated 85.9 2.90 80.92 2.35 0.06 0.16 2.49 2.02 0.05 0.14

Mualadi  Indicated 501.6 2.46 81.73 2.01 0.04 0.14 12.36 10.10 0.22 0.70

Congolone  Inferred 2.4 1.85 77.48 1.43 0.04 0.10 0.04 0.03 0.00 0.00

Pilivili  Inferred 30.0 2.51 81.09 2.03 0.05 0.14 0.75 0.61 0.01 0.04

Mualadi  Inferred 439.6 2.36 81.84 1.93 0.04 0.13 10.39 8.50 0.19 0.58

Nataka  Inferred  3,086.8 2.57 82.35 2.12 0.04 0.14 79.33 65.33 1.38 4.25

Mpuitine  Inferred 477.2 2.68 89.53 2.40 0.04 0.12 12.78 11.44 0.21 0.60

Marrua  Inferred 99.8 2.94 0.00 0.00 0.00 0.00 2.94 0.00 0.00 0.00

Quinga North  Inferred 71.0 3.52 80.00 2.82  0.14 0.28 2.50 2.00 0.10 0.20

TOTAL

RESOURCES   7,697 2.66 81.08 2.16 0.047 0.14 204.77 166.02 3.64 11.03

THM is Total Heavy Minerals. Tonnes and grades have been rounded, and hence small differences may appear in totals. Mt represents million tonnes.

Mineral Resources are additional to Ore

Reserves. Estimates for the Namalope,

Nataka Pilivili, and Mualadi Ore Reserves

and the Namalope, Nataka, Congolone,

Pilivili, Mualadi, Mpuitine and Marrua Mineral

Resources comply with the Australasian Code

for Reporting of Exploration Results, Mineral

Resources and Ore Reserves (JORC Code)

2012 edition. Table 1 documentation for these

Ore Reserves and Mineral Resources can

be found at www.kenmareresources.com.

Estimates for the Quinga North Mineral

Resource were prepared and first disclosed

under the 2004 edition of the JORC Code.

These have not been updated to comply with

the JORC Code 2012 edition on the basis that

the information has not materially changed

since it was last reported.

The competent person for the Namalope,

Nataka, Pilivili, and Mualadi Ore Reserves and

Mineral Resources and the Congolone, Mpuitine

and Marrua Mineral Resources is Sonsiama

Kargbo (MAusIMM and MAIG). Sonsiama is an

employee of Kenmare and is a participant in the

Kenmare Resources plc Restricted Share Plan.

Sonsiama has sufficient experience relevant to

the style of mineralisation and type of deposit

under consideration and to the activity which he

is undertaking to qualify as Competent Person

as defined in the JORC Code 2012 edition.

Sonsiama gives consent to the inclusion in this

report of the matters based on their information

in the form and context in which it appears.

33

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

#### Overview

The theme of transition touched all aspects of Kenmare’s business in 2025, including its finances.

Expenditure on the Wet Concentrator Plant (WCP) A upgrade project peaked in 2025 at $156

million, ahead of WCP A’s move to the large Nataka ore zone. The capital cost estimate for this

project remains at $341 million and over 80% was incurred and successfully deployed by year-end.

The project is now substantially de-risked, with materially lower capital expenditure expected in

2026 and beyond.

Kenmare also announced its transition to

a value over volume approach in H2 2025

in response to weaker market conditions.

This resulted in the implementation of a

number of cost saving initiatives, including

the retrenchment of approximately 15%

of Moma’s workforce and the deferral of

sustaining capital items, where possible.

Kenmare’s 2025 financial performance

reflects a challenging year. The Group

recognised an impairment charge of

$301.3 million (including the $100.3 million

recognised at the half-year) due to continued

uncertainty regarding market conditions,

which has led to reduced medium and

long-term pricing expectations. The

impairment is a non-cash charge with no

anticipated impact on Kenmare’s operations,

projects or financing facilities or the Group’s

ability to pay dividends.

Both shipment volumes and product prices

were also lower year-on-year (YoY), which

contributed to lower adjusted EBITDA

(excluding the impairment charge) of

$58.0 million (2024: $157.1 million) and an

adjusted loss after tax of $23.7 million (2024

profit after tax: $64.9 million).

Kenmare finished the year with net debt of

$158.8 million (2024: $25.0 million), reflecting

the peak development capital spend during

the year.

Kenmare paid a total interim dividend of

$8.9 million but In light of weak market

conditions and elevated net debt, the Board

made the difficult but responsible decision

to pause the 2025 final dividend. This is

in line with the Group’s commitment to

maintaining balance sheet flexibility and

securing long-term financial stability.

#### Revenue

Kenmare generated revenue of $328.6 million

in 2025, down 21% YoY (2024: $414.7 million).

This was driven by a 13% reduction in shipping

volumes and a 6% drop in the average price

received for Kenmare’s products.

Total shipments during the year amounted to

947,900 tonnes (2024: 1,088,600 tonnes) and

comprised 820,600 tonnes of ilmenite, 50,200

tonnes of primary zircon, 10,600 tonnes of

rutile, and 66,600 tonnes of concentrates

(including 23,900 tonnes of by-product ZrTi).

Ilmenite revenue amounted to $226.7 million

in 2025, down 22% YoY (2024: $291.6 million),

due to a 17% decrease in shipment

volumes and a 6% price decrease to

$276 per tonne (2024: $295 per tonne).

Primary zircon revenue was $58.9 million

(2024: $70.9 million), down 17% YoY, due

to a 15% price decrease. Freight revenue

in 2025 decreased to $16.5 million

(2024: $22.7 million), reflecting reduced

shipment volumes and lower average freight

rates during the year, particularly in H1 2025,

in line with global shipping trends. During the

financial year, the Group sold 23,900 tonnes

(2024: 3,100 tonnes) of the by-product

ZrTi at a sales value of $5.3 million

(2024: $0.6 million). The mineral product

sale of $4.2 million (2024: $0.3 million), net

of its associated costs of production, has

be recognised in cost of sales. The freight

revenue of $1.1 million (2024: $0.2 million) has

been recognised in freight revenue.

#### Operating costs

Total cash operating costs decreased by

0.4% YoY to $242.7 million (2024: $243.6 million).

This was due to reduced production, which led

to lower fuel costs, offset by increased labour

costs including one-off costs associated with

the workforce retrenchment programme at

Moma. Kenmare will benefit from the cost

reduction initiatives that were introduced in H2

2025 from 2026 onwards.

Depreciation was lower in 2025 than 2024

due to reduced production. Additionally,

Administration expenses in 2024 benefitted

from insurance proceeds from storm damage

of $3.3 million. An expected credit loss of

$3.8 million was recognised in the year, which

arose from uncertainty surrounding a customer

trade receivable. This relates to a customer

in financial distress who was unable to pay

approximately $9.3 million of invoices for

shipments made in Q3. $4.6 million has now

#### Kenmare announced its transition

#### to a value over volume approach in

#### 2025 and moved to a lower spend

#### profile for 2026 and beyond.

James McCullough

Chief Financial Officer

34

Kenmare Resources plc

#### FINANCIAL REVIEW

![]()

been recovered. Cash operating costs per tonne

of finished product increased by 11% to $242 per

tonne (2024: $219 per tonne) due to reduced

production volumes.

Kenmare is monitoring closely the war in the

Gulf region, which began in late February 2026,

and the potential impact on its cost base,

both through higher costs for the diesel the

Company consumes, and through higher freight

rates for its shipments and inbound logistics.

#### Finance income and costs

The Group recognised finance income of

$2.0 million in 2025 (2024: $3.6 million),

consisting of interest on bank deposits.

Finance costs were $17.2 million (2024:

$10.8 million), including loan interest of

$12.7 million (2024: $3.8 million) on higher

debt levels and amortisation of transaction

costs on debt financing of $0.7 million

(2024: $1.4 million). Fees for letter of credit

arrangement and factoring of receivables

totalled $2.0 million (2024: $2.6 million); lease

interest was $0.1 million (2024: $0.1 million);

commitment fees on the Company’s Revolving

Credit Facility (RCF) were $1.0 million (2024:

$2.1 million); and the cost of unwinding the

discount on the mine closure provision was

$0.7 million (2024: $0.7 million).

#### Tax

The tax charge for the year amounted to

$9.5 million (2024: $17.2 million). The majority

of this tax charge is payable by the Group’s

mining subsidiary, Kenmare Moma Mining

(Mauritius) Limited (KMML), in Mozambique.

KMML Mozambique Branch had taxable

profits of $23.7 million (2024: $27.7 million),

resulting in an income tax expense of

$8.3 million (2024: $10.0 million). The income

tax rate applicable to taxable profits of KMML

Mozambique Branch is 35% (2024: 35%).

The Company, Kenmare Resources plc,

had taxable profits of $0.2 million (2024:

$53.5 million), resulting in an income tax

expense of $0.05 million (2024: $7.1 million).

There was an under provision in the prior

year of $1.1 million recognised in 2025

(2024: $2.0 million provision).

#### 2025 results

The key financial metrics were as follows:

Production 2025 2024

FY change

%

Mineral product revenue ($ million) 312.1 392.1 (20%)

Freight revenue ($ million) 16.5 22.7 (27%)

Total revenue ($ million) 328.6 414.7 (21%)

Finished products shipped (tonnes)

1

924,100 1,088,600 (15%)

Average price per tonne ($/t) 338 360 (6%)

Average ilmenite price per tonne ($/t) 276 295 (6%)

Average zircon price per tonne ($/t) 1,173 1,376 (15%)

Total operating costs

2,3

($ million) 327.6 325.6 (0.6%)

Total cash operating cost ($ million) 242.7 243.6 (0.4%)

Cash operating cost per tonne of finished product($/t) 242 219  11%

EBITDA (excluding impairment) ($ million)  58.0 157.1 (63%)

Profit/(loss) (excluding impairment) after tax ($ million) (23.7) 64.9 (137%)

Net (debt)/cash ($ million)  (158.8) (25.0) (535%)

Full year dividend per share (USc) 10.0 32.0 (69%)

1

Excludes 21,300 tonnes of ZrTi as this is a by-product of ilmenite production so it reduces the cost of ilmenite production.

2

Additional information in relation to these Alternative Performance Measures (APMs) is disclosed in the glossary.

3

Depreciation is included in total operating costs.

Operating costs 2025 2024

FY change

%

Cost of sales 310.2 319.4 (3%)

Administrative expenses 17.4 6.2 181%

Total operating costs  327.6 325.6 (0.6%)

Freight charges  (16.5) (22.7) (27%)

Total operating costs less freight charges 311.1 302.9 3%

Non-cash costs

Depreciation (57.1) (67.9) (16%)

Other non-cash costs (8.3) (0.2) 4,050%

Share-based payments (3.1) (3.6) (14%)

Mineral products inventory movements 0.1 12.4 (99%)

Total cash operating costs 242.7 243.6 0.4%

Finished product production (tonnes) 1,004,000 1,115,300 (10%)

Cash operating cost per tonne of finished product ($/t) 242 219 11%

35

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

#### Earnings per share

Basic earnings per share (EPS) in 2025

amounted to a loss of $3.64 per share

(2024: $0.73 per share). The EPS figures are

calculated based on the weighted average

number of shares in issue during the year of

89,228,161 (2024: 89,228,161) and include the

impact of the impairment loss.

#### Dividends

An interim dividend of $8.9 million (USc10 per

share) was paid in October 2025. Considering

weak market conditions and elevated net

debt, the Board made the difficult but

prudent decision not to declare a final

dividend. This is in line with the Group’s focus

on maintaining balance sheet flexibility and

securing long-term financial stability.

#### Cash flows

Kenmare’s business continues to be cash

generative and delivered $117.0 million from

operations in 2025 (2024: $191.5 million). The

Group’s retains several sources of liquidity

to support operations and remaining capital

investments.

Working capital movements generated

$52.0 million of net funding in 2025

(2024: $30.5 million), of which $49.5 million

related to trade receivables factored

through the Group’s trade finance facility

(2024: $36.0 million). While there were

increased finished and intermediate stock

levels at year-end, the lower pricing outlook

has resulted in a net realisable value write

down of $14.4 million (2024: $0.2 million),

resulting in no movement in mineral products

inventory (2024: $12.4 million increase).

Consumable spares decreased by $0.3 million

in 2025 (2024: $2.0 million increase) as

Kenmare focused on reducing the amount

of spares held at Moma to support liquidity.

Trade payables increased by $3.0 million at

year-end (2024: increase of $8.0 million) with

capital investment payables of $12.6 million

reflected in the additions to property, plant

and equipment.

The Group made debt interest and

commitment fee payments of $7.8 million

(2024: $7.3 million), tax payments of $7.2 million

(2024: $25.4 million) and paid letter of credit

arrangement and factoring fees of $2.0 million

(2024: $2.6 million) during the year.

Investing activities of $205.0 million in 2025

(2024: $152.6 million) represented additions

to property, plant, and equipment, as

discussed further below.

Shareholder returns in 2025 totalled

$24.2 million (2024: $48.1 million) and comprised

the final 2024 dividend of USc17 per share

(2024: USc38.54) totalling $15.3 million and the

2025 interim dividend of USc10.0 per share

(2024: USc15), totalling $8.9 million.

The Company’s Employee Benefit Trust

purchased $0.5 million of shares during the

year (2024: $3.2 million) for satisfaction of the

exercise of Kenmare Resources plc Restricted

Share Plan (KRSP) awards. Lease repayments

of $0.3 million (2024: $0.3 million) were made

during the year, relating to the rental of the

Group’s Dublin and Maputo offices.

Kenmare finished 2025 with cash of

$48.6 million, compared to $56.7 million at

year-end 2024.

#### Balance sheet

In 2025, there were additions to property,

plant, and equipment of $214.8 million

(2024: $153.8 million). Additions consisted

of $168.6 million (including $12.6 million

accrued) relating to the WCP A upgrade

project (2024: $102.0 million), and

$46.2 million for other sustaining capital

additions (2024: $43.8 million), including

the five-yearly dry dock of one of Kenmare’s

transshipment vessels and part of the cost of

the first Selective Mining Operation.

The mine closure provision increased by

$1.3 million in 2025 (2024: $4.0 million

decrease) and now stands at $16.2 million

(2024: $14.3 million). This movement was due

to an increase in the estimated closure cost

to $44.1 million (2024: $36.8 million). Capital

disposals amounted to $36.7 million (2024:

$6.2 million), principally relating to the original

feed preparation module of WCP A, which

was replaced as part of the upgrade project.

The Group conducted an impairment review

of property, plant, and equipment at year-end

and the key assumptions of this review are set

out in Note 11 of the financial statements. The

outcome of this review, in combination with

the performance and outlook of the Group,

led to an impairment loss of $201.0 million

being recognised, which in addition to the

$100.3 impairment loss recognised at the

half-year, results in a full-year impairment

loss of $301.3 million. The Directors consider

that the main cause of the impairment is

lower projected future revenue assumptions

associated with an uncertain pricing outlook.

Working capital was $120.1 million at year-end

(2024: $184.5 million). The movement in

working capital during the year includes a

$49.5 million reduction in trade receivables,

reflecting a 24% reduction in product volumes

and 7% reduction in average price included

in receivables at year-end, combined with

the use of trade finance at year-end, which

reduced receivables by a further $20.0 million

($30.5 million at end 2024).

Inventory at year-end amounted to

$112.5 million (2024: $112.8 million), consisting

of intermediate and finished mineral products

of $70.9 million (2024: $70.8 million) and

consumables and spares of $41.6 million

(2024: $42.0 million). Closing stock of finished

products at the end of 2025 was 344,000

tonnes (2024: 287,200 tonnes). Closing stock

of Heavy Mineral Concentrate at the end of

2025 was 29,200 tonnes, compared with 14,100

tonnes at the start of the year. The increase in

finished products inventory at year-end was

largely due to lower shipments volumes than

planned in 2025 and the introduction of ZrTi, a

new concentrates product.

Trade and other receivables amounted to

$70.6 million in 2025 (2024: $119.5 million),

of which $38.1 million related to trade

receivables from the sale of mineral products

(2024: $91.5 million) and $26.1 million

was comprised of prepayments and

other miscellaneous debtors (2024:

$21.6 million). An expected credit loss of

$3.8 million was recognised during the year

(2024: $0.2 million), as explained above,

incorporating a loss allowance of $4.7 million

in respect of a single customer.

Cash and cash equivalents decreased

by $8.1 million during the year (2024:

decrease of $14.4 million) and at

31 December 2025 amounted to $48.6 million

(2024: $56.7 million).

Trade and other payables amounted to

$63.0 million (2024: $47.8 million) and there

was a tax liability of $1.0 million (2024 asset:

$1.3 million) at year-end.

The Group continues to utilise its

$200 million five-year RCF, which

commenced in 2024, with its lender syndicate

(Absa Bank, Nedbank, Rand Merchant Bank

and Standard Bank). The RCF supports

Kenmare’s planned capital programme

$328.6m

Total revenue in 2025

$58.0m

1

Adjusted EBITDA in 2025

1

Excludes $301.3 million impairment charge

36

Kenmare Resources plc

#### FINANCIAL REVIEW CONTINUED

![]()

and at year-end, total debt amounted to

$204.7 million, including principal drawn down

and accrued interest (2024: $78.0 million). At

year-end, the Net Debt to EBITDA covenant

was amended from 2.0x to 3.0x.

#### Accounting policies

The financial statements have been prepared

in accordance with International Financial

Reporting Standards (IFRS) adopted by

the European Union; therefore, the Group

financial statements comply with Article 4

of the IAS Regulation. The Parent Company

financial statements have been prepared in

accordance with Financial Reporting Standard

101 Reduced Disclosure Framework (FRS 101).

The Group and Parent financial statements

have also been prepared in compliance with

the Companies Act 2014 of Ireland.

The Group’s material accounting policies

and details of the significant accounting

judgements and critical accounting

estimates are disclosed in Note 1 to the

Group’s financial statements. The Executive

Committee is considered the Chief Operating

Decision Maker of the Group. Information

on the operations of the Moma Titanium

Minerals Mine in Mozambique is reported to

the Executive Committee for the purposes

of resource allocation and assessment

of segment performance. The Executive

Committee reports to the Board on the

performance of the Group.

#### Financial outlook

With 2026 well underway, demand for

Kenmare’s products remains stable, although

ilmenite prices continue to be under

pressure. With this in mind, Kenmare’s focus

for the year will continue to be “value over

volume”: maximising shipment volumes while

minimising the cost of production. The Group

plans to ship in excess of 1,100,000 tonnes of

finished products in 2026, which represents

more than a 15% uplift compared to 2025.

Kenmare intends to produce lower volumes

of finished products in 2026 than it has in

recent years to reduce operating costs and

accelerate the drawdown of finished product

stocks, unlocking value. The Group will also

prioritise production of zircon and the highest

value ilmenite, with increased reprocessing

of tailings to produce ZrTi, Kenmare’s new

concentrates product. This represents a

valuable margin expansion initiative.

Total cash operating costs are expected

to decrease in 2026 to $215 million to

$225 million in 2026 (2025: $242.7 million)

due to lower production and the impact

of the cost saving initiatives, which were

implemented in H2 2025. These include

minimising the use of higher-cost dry mining

and the Moma retrenchment programme.

Capital expenditure is expected to be

significantly lower in 2026, with development

capital on the WCP A upgrade project of

$30 million (2025: $156.0 million), including

approximately $12.0 million that was

incurred in 2025 and that will be paid in

2026. The Group has deferred sustaining

capital where safe and practicable to do so

and therefore costs in 2026 are expected

to be approximately $30 million (2025:

$46.2 million).

The Board will review resuming dividends

on a continuous basis, recognising their

importance to many shareholders.

Kenmare is committed to maintaining

a strong and flexible balance sheet and

ensuring it is well-positioned for a recovery

in its product markets. This will best allow

the business to continue delivering on its

purpose of, ‘Transforming resources into

opportunity for all.’

Read more about

Kenmare’s purpose

on pages 2 to 3

Read more about

Kenmare’s operations

on pages 28 to 31

Read more about

Kenmare’s product markets

on pages 20 to 23

37

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

# SUSTAINABILITY

 General disclosure

39

 Environment

54

 Social

69

 Governance

76

 Assurance report

85

#### Contents

#### CULTURAL TRANSITION

During 2025, the Trabalho Seguro

(“Safe Work”) initiative was further

embedded in Kenmare’s safety culture.

38

Kenmare Resources plc

![]()

BP-1

General basis for

#### preparation of sustainability

#### statement

We, the directors of Kenmare Resources plc

have prepared the sustainability reporting

set out in the Sustainability Statement

(hereafter referred to as the ‘Sustainability

Statement’) included in the Sustainability

section of the Directors’ Report for the year

ended 31 December 2025, in accordance with

Part 28 of the Companies Act 2014. Kenmare

Resources plc (Kenmare or Company) has

prepared this sustainability statement in

line with the requirements of the Corporate

Sustainability Reporting Directive (CSRD),

and the European Sustainability Reporting

Standards (ESRS) covering the period from

1 January 2025 to 31 December 2025, in

line with the preparation of the financial

statements. This is the second statement of

this nature prepared by the Company, the

first one covering the financial year ended

31 December 2024. In light of additional

review and refinement of the application

of CSRD requirements, and following

additional review and amendments to the

legislation, Kenmare has opted to include

only disclosures related to material topics

and related metrics within this statement,

therefore representing a shift from the

approach taken in the prior reporting cycle,

where disclosures related to non-material

matters were also included. This decision

has also been made taking into account the

transition period for new CSRD requirements.

On 26 February 2026, EU Directive 2026/470

which amends the CSRD as part of the

Omnibus package, was published in the EU

Official Journal. Once transposed into Irish

law, new turnover and employee thresholds

for CSRD applicability will come into effect,

and the Company will have to assess its

position in line with these thresholds on a

yearly basis. The sustainability statement

describes the process undertaken by

Kenmare to identify the environmental, social

and governance matters most material for

its business, through the identification of

material impacts, risks and opportunities

(IROs), covering the Company’s own

operations as well as those activities

occurring upstream and downstream of

the Company’s value chain. Following the

identification of material IROs, Kenmare has

identified the topical standards to disclose

in line with ESRS requirements, outlining

policies, actions, targets and metrics in

place to manage and mitigate the IROs. The

Company has not used the option to omit a

specific piece of information corresponding

to intellectual property, know-how or the

results of innovation. The Company has

not utilised the exemption for disclosing

impending developments of matters under

negotiation as permitted by Irish law.

Kenmare collects primary or direct data for all

ESRSs with the exception of E1, where some

data under scope 3 relies on third-party data.

This includes scope 3 category 10, processing

of sold product, the most material source

of emissions, where emissions factors from

EcoInvent were used and adapted according

to the titanium content of Kenmare’s

product. The datasets are representative

of the downstream processing stages that

are likely to occur. Further accuracy would

entail obtaining specific information from

customers on the processing methodology,

which is currently not a feasible course of

action. The following pages set out more

information on the Double Materiality

Assessment (DMA) scope, limitations and

methodology.

BP-2

#### Disclosures in relation

#### to specific circumstances

Kenmare’s definition of short, medium, and

long-term horizons aligns with those defined

by ESRS 1, namely:



Short-term: aligns with Kenmare’s

financial reporting year



Medium-term: from the end of the

reporting year up to five years (i.e. 2030)



Long-term: more than five years

The short-term time horizon is linked to

annual financial planning. The medium-term

is aligned with the five-year Sustainability

Strategy and is informed by the financial

three-year viability period. The long-term

horizon considers the Company’s long-term

risks and opportunities and associated

goals, such as its Net Zero ambition and

long-term mine plans. The Company has

identified carbon emissions estimates

included in scope 3 category 10 processing

of sold product as being subject to a high

level of measurement uncertainty due to

the required assumptions on processing

stages of the products sold by Kenmare.

Sources of measurement uncertainty relate to

assumptions around downstream processing

stages that are likely to occur by Kenmare’s

customers. The methodology used in the

calculation is described in the Company’s

quantitative scope 3 greenhouse gas (GHG)

emissions disclosure. Moreover, for Scope

3 category 1 purchased goods and services

and category 2 capital goods, Kenmare relies

on a hybrid approach in relation to emissions

calculation, using actual data from suppliers

where possible, and supplementing with a

spend based method where actual data is not

available. Kenmare has chosen to incorporate

some ESRS disclosure requirements, as per

the table below.

#### Kenmare’s Implementation

#### Agreement

The Implementation Agreement (IA), which

governs the terms of Kenmare Moma

Processing (Mauritius) Limited’s (KMPL)

operation of the Industrial Free Zone (IFZ),

provided certain rights and concessions to

the Group for an initial period of 20 years,

which ended in December 2024. Under

the terms of the IA, the Group is entitled

to an extension of the relevant rights and

concessions for a further 20 years. In

connection with the extension, Kenmare has

been in negotiations with the Government

in relation to certain modifications to the

applicable investment regime to obtain the

agreement of the Government. Despite

Kenmare’s continued engagement with

the Government and assurances to the

contrary, in January and March 2026 certain

Government departments commenced

implementation of an Internal Resolution of

the Council of Ministers adopted in July 2025.

The Internal Resolution contained terms of

renewal that were not agreed by Kenmare

and not acceptable to it. Kenmare continues

to engage with the Government, while

reserving its right to commence international

arbitration, if the terms of renewal cannot be

agreed or the Internal Resolution continues

to be implemented For additional information

on the IA and the status, please refer to the

Company’s Financial Statements.

Incorporation by reference Sections referred to Page(s)

ESRS 2 para. 29(c), 29(d)

ESRS 1 para. 13

Annual Report on Remuneration 136

ESRS 1 para. 93–94 Company Financial Statements 158–209

39

Annual Report and Accounts 2025

STRATEGIC REPORT

#### ESRS 2 – GENERAL DISCLOSURES

![]()

GOV-1

#### The role of the administrative, management and supervisory bodies

#### Role of the Board

The Board is collectively responsible for the leadership, oversight, control, development and long-term success of the Group. It works with

management to set corporate vision and develop strategy, with the aim of creating long-term, sustainable value for the Company’s shareholders, while

discharging its responsibilities via management to other stakeholders, including employees, customers, suppliers and the communities among which it

operates, and to the environment. The Board constructively challenges and holds the management team to account in relation to both the operational

and financial performance of the Group and its wider sustainability goals. It is also responsible for ensuring that accurate and understandable

information is provided about the Group to shareholders, finance providers and other stakeholders on a timely basis.

The Board’s responsibilities include:

The Board has a formal schedule of matters specifically

reserved for its decision, including:



ensuring that appropriate management, development and

succession plans are in place;



reviewing the health, safety and sustainability performance of

the Group, including its response to climate change;



approving the appointment of Directors and their remuneration

and severance;



ensuring that satisfactory dialogue takes place with

shareholders;



understanding the views of the Group’s other key stakeholders

and keeping engagement mechanisms under review so that

they remain effective;



assessing the basis on which the Group generates and

preserves value over the long term;



assessing and monitoring culture;



providing a means for the workforce to raise concerns in

confidence;



providing a robust assessment of the Group’s emerging and

principal risks; and



monitoring the effectiveness of the Group’s risk management

and internal control systems



strategic decisions;



sustainability strategy and targets;



risk management and internal controls;



acquisitions and capital expenditure above agreed thresholds;



approval of interim and final dividends and share purchases;



changes to the capital structure;



tax and treasury oversight;



approval of half-yearly and annual financial statements;



budgets and matters currently, or prospectively, affecting the

Group and its performance;



Board and Committee membership; and



Remuneration Policy.

A clear division of responsibility exists between the Chair, whose principal responsibility is the effective running of the Board and is not

responsible for executive matters regarding the Group’s business, and the Managing Director, whose principal responsibility is running the Group’s

business on a day-to-day basis.

The Board has delegated some of its responsibilities to four Committees of the Board: Audit & Risk, Remuneration, Nomination and Sustainability.

Each Committee has written Terms of Reference that set out its authorities and responsibilities, which can be summarised as follows:

AUDIT & RISK

COMMITTEE

Monitors the

appropriateness

and integrity

of the Group’s

financial reporting,

sustainability

reporting, external

audit, internal

audit and risk

management

processes.

SUSTAINABILITY COMMITTEE

Oversees the implementation of the Group’s

sustainability-focused corporate policies. The

Sustainability Committee has the role to review

and assure, on behalf of the Board, that the

Company has appropriate and effective strategies,

policies and operational controls in place on

various matters including managing health, safety,

security, social and environmental matters, and

incorporating management of climate change and

other sustainability factors into Company plans.

This includes formal approval of targets set in

relation to sustainability matters, and monitoring

progress against these targets.

NOMINATION

COMMITTEE

Evaluates the

composition of

the Board to

ensure an effective

balance of skills

and experience,

and considers

succession planning

for Directors and

Senior Executives.

REMUNERATION

COMMITTEE

Determines

the policy for

remuneration

of the Chair, the

Executive Directors,

the Company

Secretary and such

other Executive

management as

it is designated to

consider.

40

Kenmare Resources plc

#### ESRS 2 – GENERAL DISCLOSURES CONTINUED

![]()

All the Committees of the Board report

directly to the Board. The Chair of the

Board, Andrew Webb, is responsible

for overseeing Kenmare’s sustainability

strategy, including its Climate Strategy.

The Sustainability Committee of the Board

ensures expert oversight and provides

the Board with direction on sustainability,

including overseeing the development and

review of the Company’s Climate Strategy

and management plan. The Sustainability

Committee is composed of three members:

Clever Fonseca, Mette Dobel and is chaired

by Elaine Dorward-King, all of whom

bring extensive sustainability experience

across mining, engineering, chemicals and

related industries. The Board, Sustainability

Committee, and Audit & Risk Committee

all have roles in relation to oversight

of sustainability-related impacts and

sustainability-related financial risks and

opportunities.

Kenmare requires each Director to be

recognised as a person of the highest

integrity and standing, both personally

and professionally. Each Director must be

ready to devote the time necessary to fulfil

their responsibilities to the Company in

accordance with the terms and conditions

of their letter of appointment. Each Director

should have demonstrable experience,

skills and knowledge that enhance Board

effectiveness and complement those of

the other Board members. This is to ensure

an overall balance of experience, skills

and knowledge, and to create long-term

sustainable value for the Company and

its stakeholders. Where material skills

are identified as missing from the Board

composition, these are targeted in the

next Board refreshment. The Board’s

overall composition favours a balance of

operational knowledge, strategic insight,

and independent scrutiny. Collectively,

Board members hold an extensive level of

knowledge and expertise around a number of

matters, including sustainability, accounting

and finance, governance, and industry

specific knowledge. Where necessary, the

Board draws on the expertise and skills of

external parties in order to facilitate effective

discussion and decision making, e.g. climate

change, biodiversity experts. This is arranged

by the Company Secretary and management.

#### Composition and operation of theBoard

The current Board consists of the Chair and

seven Directors, of whom one is Executive

and six are Non-Executive. The Chair is a

Non-Executive and was independent on

appointment.

Graham Martin completed nine years on the

Board in October 2025 but remained as a

Director until 31 January 2026 in order to

finalise the appointment of Katia Ray and

facilitate a smooth handover of his various

roles. As at 31 December 2025, the Board

was therefore composed of one executive

and eight Non-Executive members, with

75% of directors (excluding the Chair)

being independent. The Board’s ratio at

31 December 2025, ahead of Graham’s

retirement, was 4:5 female to male. In 2026,

following Graham stepping down, the ratio

is 4:4 female to male. Mette Dobel has been

designated as the Non-Executive Director

responsible for workforce engagement.

#### Role of management

Sustainability strategy and programmes are

overseen by the corporate management

team (also referred to as the Executive

Committee), and particularly the Managing

Director, Chief Operating Officer and Head

of Sustainability. Sustainability strategy and

programme implementation at the Mine,

including the management of sustainability-

related impacts, risks and opportunities, is

led by the Environmental, Health & Safety

(EHS) Manager, Country Manager and

Deputy Country & Community Manager

all of whom are based in Mozambique and

have experience working on these matters

in Africa. Sustainability-related impacts,

risks and opportunities are monitored by

management and reported on by the Head of

Sustainability to the Sustainability Committee

on a quarterly basis. The Chief Operating

Officer and the Head of Sustainability lead

several ESG steering meetings with members

of management at the Mine each month,

providing strategic oversight on climate and

energy, tailings and environmental and social

matters. The Group’s sustainability-related

opportunities are largely delivered via social

development programmes managed by

KMAD, a non-profit association established

and largely funded by Kenmare. Key updates

are shared as appropriate with the Executive

Committee and the Sustainability Committee.

The Sustainability Committee in turn provides

feedback on the relevant discussions to the

Board at its meetings. Sustainability-related

risks are managed with all risks through

Kenmare’s Risk Management Framework and

Internal Control Framework.

GOV-2

#### Information provided

#### to and sustainability

#### matters addressed

#### by the undertaking’s

administrative,

management and

#### supervisory bodies

The Executive Committee undertakes the

day-to-day management of the Group

and the responsibilities of its members

are delegated to it by the Managing

Director. It also presents proposals to

the Board for approval, including those

for capital expenditure, sustainability

strategy and targets. From time to time, the

Executive Committee establishes specialist

sub-committees or working groups with other

members of management in order to manage

specific projects or issues.

The Executive Committee reports to the

Managing Director who presents any

material issues arising to the Board either

at a scheduled Board meeting or an ad

hoc meeting called for the purpose. Where

necessary, the Committee draws on the

expertise and skills of external parties in

order to facilitate effective discussion and

decision making, e.g. climate change experts.

Each member of the Committee monitors

the skills requirements for his/her team

and, should a material gap be identified, will

(subject to budgeting constraints) endeavour

to recruit additional staff.

Updates with regard to sustainability matters

are provided to the Sustainability Committee

on a quarterly basis, including any required

changes to policies, actions and targets

to appropriately manage the sustainability

topics. During the year, the Committee

oversaw a wide range of environmental, social

and governance (ESG) matters, ensuring

that sustainability priorities are embedded

across the Group’s operations and strategy.

It reviewed and approved ESG targets for

the Executive team and Mine management

and approved the Sustainability Strategy for

2025–2030.

The Committee monitored and commended

the strong 2025 safety performance as well

as new workforce wellbeing initiatives, which

included the introduction of a 24/7 mental

health helpline. Updates were received on

the 2025 Trabalho Seguro safety campaign

and on the ongoing malaria prevention

programme.

The Committee also reviewed progress on

workforce diversity and localisation, noting

both improvements and ongoing challenges

41

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

in increasing local and female workforce

representation. It received updates on

security incidents at Site and the evolution

of the security strategy, with an emphasis

on technology, stakeholder engagement

and alignment with human rights principles.

Community engagement and socio-economic

development programmes were also reviewed.

The Committee reviewed the results of a social

baseline survey highlighting improvements in

electrification, water access, health services and

female education. It oversaw KMAD micro-loan

and youth engagement programmes,

reviewed local procurement performance,

and received updates on community relations

and the Group’s 10-year socio-economic

development plan. Environmental oversight

included discussion of the Biodiversity

Offset Management Plan, land rehabilitation

activities, water stewardship and progress

on tailings management, as well as

updates on the Climate Transition Plan and

decarbonisation projects. All the material

IROs have been communicated to the Board

committees during the reporting period, who

considered and addressed these matters.

GOV-3

Integration of

#### sustainability-related

#### performance in incentive

#### schemes

The Company sets targets regarding

material IROs in its Environmental, Social and

Governance (ESG) Scorecard, which forms

part of the Managing Director, Executive

Committee and staff bonus incentive

schemes. Each person’s bonus target is

a combination of the overall Company

scorecard and tailored individual targets –

the proportion and nature of the individual

targets depend on the role, and some may

have ESG elements. This assists in monitoring

and rewarding performance in these areas.

The ESG Scorecard is approved by the

Sustainability Committee. It is updated on a

yearly basis and progress is reported by the

Head of Sustainability to the Sustainability

Committee and to the Executive Committee.

Individual performance is discussed on a

quarterly basis with the employee’s line

manager. The vesting of awards made under

the Kenmare Resources plc Restricted

Share Plan (KRSP) to the Managing

Director and certain other members of the

Executive Committee is subject to a final

determination of appropriateness by the

Remuneration Committee (discretionary

underpin, or guaranteed minimum level of

pay) which seeks to assess overall progress

against strategic objectives (including

ESG considerations) over the three year

vesting period in assessing whether the full

award should vest. The remuneration for

several of Kenmare’s management team

includes a 25% component of the corporate

scorecard allocated to the achievement of

sustainability KPIs. Of that, 4% is weighted

towards achieving a decarbonisation target.

The Company’s remuneration targets are

based around the diesel intensity and

electricity intensity performance of its Mineral

Separation Plant (MSP) and its mining

activities. Details surrounding the targets for

the year and the performance against these

targets can be found in the Annual Report on

Remuneration on page 136, in line with the

requirements of ESRS 1.

GOV-4

#### Statement on due diligence

The location of information on Kenmare’s due diligence is set out in the table below:

Core elements of due diligence Paragraphs in the sustainability statement Page

a.  Embedding due diligence in governance, strategy, and

business model

Governance

Strategy & business model

40–43

b.  Engaging with affected stakeholders in all key steps of the

due diligence

Stakeholder engagement

Double Materiality Assessment

44–47

c.  Identifying and assessing adverse impacts Double Materiality Assessment 46–47

d. Taking actions to address those adverse impacts Stakeholder engagement

Actions sections in E1, E3, S1

44–45, 58–59,

67–68, 72–75

e.  Tracking the effectiveness of these efforts and

communicating

Targets and metrics sections in E1, E3, S1 58, 67–68,

72–75

GOV-5

#### Risk management

#### and internal controls over

#### sustainability reporting

The Company did not have a formalised

risk management process and internal

control system with regards to sustainability

reporting in place for the 2025 reporting

period. Nevertheless, the Company has

worked on improving its internal control

and risk management systems in relation to

sustainability reporting. Although a formal

risk assessment was not conducted, the main

risk identified around sustainability reporting

relates to completeness and accuracy of data

reporting. The Company has continued to put

in place measures to reduce this risk in the

reporting period, as described below.

For in scope metrics, documented process

descriptions are in place setting out the

data sources, methodologies, roles and

responsibilities involved in data collection,

calculation and reporting. These processes

are supported by management oversight and

cross-functional collaboration between relevant

operational, sustainability and finance functions.

The Company has begun documenting a risk

and control matrix for sustainability reporting,

covering the metrics currently in scope. This

includes the identification of key risks related

to sustainability reporting, such as risks of

non-compliance with ESRS requirements and

risks related to inaccurate or incomplete data

capture. The risk and control matrix is under

development and is subject to further formal

review and approval. In the interim, identified

sustainability reporting risks are mitigated

through a combination of procedural and

governance controls. These include the use

of an ESRS disclosure checklist to support

completeness and compliance, and additional

controls over data reporting through the

use of centralised reporting sheets, with

additional levels of review and approval.

While a fully formalised internal control and

risk management framework specifically

designed for sustainability reporting is not

yet in place, the Company leverages existing

internal controls and review mechanisms

applied to operational and financial reporting

42

Kenmare Resources plc

#### ESRS 2 – GENERAL DISCLOSURES CONTINUED

![]()

where relevant. As part of its ongoing

implementation of the ESRS, the Company

plans to further formalise and enhance

its internal control and risk management

systems for sustainability reporting on an

ongoing basis. This includes the completion,

formal review and approval of risk and

control documentation, as well as continued

strengthening of governance, documentation

and review processes over the coming

reporting periods, taking into account the

Company’s size, complexity of operations and

resource availability.

SBM-1

#### Strategy, business

#### model and value chain

Kenmare Resources plc is one of the world’s

largest producers of titanium minerals.

Listed on the London Stock Exchange and

Euronext Dublin, the Company operates

the Moma Titanium Minerals Mine, which

is located on the northeast coast of

Mozambique. Kenmare’s mineral sands

products are key raw materials ultimately

consumed in everyday “quality-of-life” items

such as paints, plastics and ceramic tiles.

The Moma Mine has been in production for

19 years and Kenmare has a long-standing

commitment to being a responsible corporate

citizen. Kenmare has three mining ponds

where dredges mine titanium-rich sands.

Valuable heavy minerals are removed and

separated at its Mineral Separation Plant

into four final products: ilmenite, zircon,

rutile and concentrates. These products are

then loaded onto ocean-going vessels at its

dedicated port facility. After mining, Kenmare

rehabilitates the land, and it is progressively

returned to local communities.

#### Upstream value chain

Kenmare’s upstream value chain

encompasses the inputs and services

required to support the Moma Titanium

Minerals Mine and ensure the ongoing

extraction of mineral sands. Key upstream

components include energy and electricity

supply, logistics support, and the provision

of mining and piping equipment, as well

as civil engineering, transport services,

and specialist technical and professional

services. These activities are delivered by a

network of contractors, suppliers and service

providers that supply equipment, materials,

and expertise crucial to safe, efficient and

sustainable mining operations.

#### Own operation

At the core of Kenmare’s business model is

its own operations at the Moma Titanium

Minerals Mine in northern Mozambique,

where the Company undertakes exploration,

extraction, processing and logistics to

transform mineral resources into saleable

products. Operational activities include

mine evaluation and planning, dredging and

wet concentrator plant operations, mineral

separation, and the storage and export

of finished products. These activities rely

on Kenmare’s intellectual capital, such as

geological expertise and country knowledge,

human capital from the Company’s workforce

and natural capital mainly in the form of

the ore excavated and water management.

Alongside these technical processes,

Kenmare implements community-oriented

initiatives through KMAD to support

livelihood and economic development,

healthcare, education, and water and

sanitation improvements in host communities.

As at 31 December 2025, the Company’s total

employee headcount was 1,717, located in the

following counties:

Location

2024

Headcount

(year end)

2025

Headcount

(year end)

Mozambique 1,740 1,692

Ireland 24 19

UK 5 4

China 2 2

Kenmare has two core product streams:

titanium feedstocks (ilmenite and rutile)

and zircon, which is a zirconium mineral.

Ilmenite is the Company’s primary product.

Kenmare also produces a small quantity of

monazite (a mineral containing rare-earth

elements) as part of a mixture of products

in a concentrate. The majority of Kenmare’s

revenue is related to mining activities,

with a small portion attributed to shipping.

Titanium and zirconium minerals are known

for imparting the qualities of whiteness and

opacity in the products they are consumed

in. Kenmare’s customers range from leading,

global producers of titanium dioxide pigment

and zircon millers to smaller, specialised

manufacturers supplying niche markets, and

are located across various countries including

China, Europe, India and the US.

#### Downstream

Kenmare’s downstream value chain

encompasses the activities and impacts

following production at Moma, including

transportation of Kenmare’s mineral products

to international customers, and the use of

these products by third-party processors and

industries. After extraction and processing,

land rehabilitation is carried out to return

land to local communities for agriculture

and other uses, aligning with Kenmare’s

commitment to environmental stewardship.

Finished mineral products such as titanium

dioxide feedstock, zircon, and rare earth

elements are transported to customers

worldwide, where they are further processed

into materials used in paints, plastics,

ceramics and other “quality-of-life” products.

Customers, communities, and employees

are identified as being amongst the most

relevant stakeholder groups across all stages

of Kenmare’s value chain. The Company’s

strategy is built around the three pillars of

operating responsibly; delivering long-life,

low-cost production; and allocating capital

efficiently. As part of the first pillar, of which

sustainability is at its core, the Company has

identified four long-term priorities as follows:

maintaining a safe and engaged workforce,

supporting thriving communities, protecting

a healthy natural environment, and being

a trusted business partner. The Company

believes these priorities to be representative

of the main challenges that are tackled and

managed on an ongoing basis, due to the

nature of our operations. While stakeholder

relationships underpin the priorities

outlined above, Kenmare has not developed

sustainability-related goals specifically

related to stakeholder relations, nor in terms

of our products, customer categories and

geographical areas. Kenmare does not

have activities or revenue from fossil fuel,

chemical production, controversial weapons

or tobacco.

SBM-2

Interests and views of

#### stakeholders

Responsibility for stakeholder engagement

is embedded across the business, including

the Board, the Executive Committee, Site

leadership, community liaison teams, KMAD,

contractors, and all representatives of the

business. With a life of mine of over 100

years, it is essential that the Company’s

engagement with its stakeholders is open

and collaborative, supporting the lasting

success of the business. Kenmare uses

appropriate mechanisms to interact with its

stakeholders, provide them with information

and learn about their interests and concerns.

43

Annual Report and Accounts 2025

STRATEGIC REPORT

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#### EMPLOYEES AND UNIONS

Importance of engaging

Kenmare recognises that its employees are

fundamental to the Company’s success and

that a collaborative approach is essential

to delivering its business goals. The

Company invests in both professional and

personal development and is committed to

maintaining a safe and healthy workplace.

Ways in which Kenmare engages stakeholders and how

engagement is monitored



Facilitates quarterly union meetings



Undertakes yearly performance and feedback meetings with employees



Undertakes bi-monthly departmental “focal point” meetings



Engages union representatives constructively on collective bargaining issues



Supports networking forums such as the Kenmare Women in

Mining Forum



Operates an independent whistleblowing service



Publishes regular Toolbox Talks, Company newsletters, hosts town hall

meetings and undertakes staff engagement surveys

Significant topics raised



Training and development opportunities



Working conditions



Labour rights



Human rights



Health and safety

Kenmare’s response and actions taken



Employees receive technical and leadership training



Competitive remuneration is provided



Kenmare ensures employees have appropriate working conditions as set

out in Kenmare’s employee handbook



Employees have the right to join the Trade Union



Annual training raises awareness of human rights risks



Trabalho Seguro (Safe Work) is Kenmare’s safety campaign, supporting

a strong safety record in 2025

#### COMMUNITIES

Importance of engaging

Kenmare places significant importance

on its relationship with host communities.

The Company’s stakeholder engagement

plan is reviewed and refreshed each

year to reflect the evolving nature of the

relationship between the Mine and its host

communities.

Ways in which Kenmare engages stakeholders and how

engagement is monitored



Hosts formal bi-monthly and informal ad hoc community meetings to

understand and discuss host communities’ concerns and priorities



Supports community radio stations to inform the community of Kenmare

and KMAD’s activities



Conducts Environmental, Social and Health Impact Assessments to

identify potential positive and negative impacts of the Mine’s activities



Operates grievance mechanisms to address community concerns and

maintain a grievance register



KMAD hosts Local Working Group community meetings annually and

publishes a quarterly newsletter

Significant topics raised



Respect for local values and traditions



Socio-economic development



Employment and procurement opportunities



Land rehabilitation



Community well-being

Kenmare’s response and actions taken



KMAD supports the broadcasting of traditional stories from the locality

via radio stations



KMAD investment in community projects and sponsorship of micro

businesses



Continued land rehabilitation efforts



Phase 1 construction of the new district hospital in Larde near completion

#### SUPPLIERS

Importance of engaging

Kenmare works with a wide range

of suppliers, both Mozambican and

international (primarily from South Africa

and Europe).

Ways in which Kenmare engages stakeholders and how

engagement is monitored



Kenmare uses EcoVadis to risk assess supplier’s sustainability

performance and to work towards continuous improvement



Kenmare conducts regular safety audits, which include site visits



Hosts supplier forums, workshops, meetings and training



Operates an independent whistleblowing service

Significant topics raised



Working conditions



Labour rights



Human rights



Health and safety

Kenmare’s response and actions taken



Kenmare promotes contractor safety through training programmes and

routine audits



Suppliers must adhere to Kenmare’s Supplier Code of Conduct, which

defines the health and safety, environmental, social and governance

standards required of business partners



Kenmare’s emergency response plans include the protection of contractors

44

Kenmare Resources plc

#### ESRS 2 – GENERAL DISCLOSURES CONTINUED

![]()

#### GOVERNMENT

Importance of engaging

Kenmare adheres to all relevant laws and

regulations and ensures that Mozambique

benefits from the Moma Mine. The

Company maintains ongoing engagement

with national, provincial and district

authorities to keep them informed of the

Mine’s operations.

Ways in which Kenmare engages stakeholders and how

engagement is monitored



Engages directly with local, provincial and national authorities on mining

rights, environmental matters and permitting



Submits reports to the Ministry of Mineral Resources and Energy



Ministry for Land and Environment and District Authorities



Shares a Portuguese summary of Kenmare’s Annual Report with all

government departments

Significant topics raised



Compliance with applicable laws and regulations



Employment opportunities and labour rights



Health and safety



Environmental stewardship



Licences and permitting



Taxation and royalties

Kenmare’s response and actions taken



Kenmare provides reports confirming compliance with localisation

requirements, Environmental Management Plans, and health and safety

regulations



Government regulators conduct annual Site audits



Kenmare discloses taxes paid to government through its annual

Payments to Government report

#### SHAREHOLDERS

Importance of engaging

Kenmare’s shareholders are the owners of

the business, and their ongoing support

is essential. They provide capital required

to responsibly and sustainably develop

and expand operations, and as a result,

Kenmare must continue to offer a strong

investment proposition while meeting its

debt obligations as they arise.

Ways in which Kenmare engages stakeholders and how

engagement is monitored



Attends investor conferences



Hosts webinars and group presentations



Organises one-on-one meetings and roadshows



Hosts Site visits



Participates in interviews with the investment press



Hosts an Annual General Meeting



Produces corporate materials including announcements, Company

website, Annual Report and social media profiles

Significant topics raised



Operating and financial performance



Growth strategy



Capital expenditure projects



Product markets



Environmental, social and governance (ESG)

performance

Kenmare’s response and actions taken



Kenmare ensures transparency on financial and operational performance

through quarterly reports



The Company communicates its strategy through investor presentations

and one-to-one meetings



Kenmare outlines its product markets on its website, in its annual report

and through presentation materials



CSRD disclosures were published in 2025

#### CUSTOMERS

Importance of engaging

Kenmare is committed to developing

stable, long-term customer relationships

founded on mutual benefit. The Company

works collaboratively across its value chain

to uphold its ethical, environmental and

safety standards.

Ways in which Kenmare engages stakeholders and how

engagement is monitored



Engagements and events with industry associations, such as TZMI

and ZIA



Face to face customer Site visits



Hosts Site visits

Significant topics raised



Kenmare’s ESG performance (ESG due

diligence through their supply chains)



Product quality

Kenmare’s response and actions taken



Kenmare’s sustainability performance is independently assessed by

EcoVadis, achieving a “Committed” rating in 2025



The Company’s products undergo third-party quality verification, and its

laboratory which tests product specifications is ISO certified

As part of the double materiality assessment, Kenmare conducted additional stakeholder engagement by using Kenmare representatives for each

stakeholder group in order to identify the most material IROs, and resulting topics, for the business. Further detail on the process is included in

the following section. Kenmare continually considers its strategy, business model, stakeholder engagement and key events in the reporting year.

For 2025 this included ongoing absence of community leadership following the post-election unrest as well as increasing expectations by the

community to participate in the benefits associated with the Mine. As a result, Social Licence to Operate was designated a new Principal Risk for

the Company in early 2026. Updates on stakeholder engagement are presented to the Sustainability Committee on an ad hoc basis, depending on

the outcome of stakeholder engagement processes.

45

Annual Report and Accounts 2025

STRATEGIC REPORT

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IRO-1

Description of the

processes to identify and

assess material impacts,

#### risks and opportunities

In 2024, Kenmare undertook its first DMA in

line with the requirements of CSRD. In 2025,

the Company further built on this assessment

through a DMA refresh, as laid out below.

The DMA was carried out to include the

Company’s own operations, as well as

upstream and downstream value chain

activities as described above. While elements

of the process are aligned to the Company’s

risk management process, such as the criteria

for assessing risks, the process is not yet

formally integrated within the overall risk

management framework.

A more detailed description of the process

undertaken is described in the following

sections. While the Company does not

expect to significantly change its DMA going

forward, this will be revisited and verified

on an annual basis, taking into account

any changes and emerging facts and

circumstances.

Step 1: Understanding the context

Kenmare conducted a value chain mapping

exercise for the most relevant value chain

activities, considering upstream, own operation

and downstream segments of its business

model. Based on the value chain mapping,

Kenmare identified the stakeholder groups

most relevant for stakeholder engagement,

based on the impact that the Company could

have on these stakeholder groups, as well as

its dependency on them.

Step 2: Identification of the actual

and potential IROs related to

#### sustainability matters

Kenmare considered relevant IROs against

the list of sustainability matters prescribed

within this standard and based on its prior

year materiality assessment to arrive at a

refreshed long list of potentially material IROs

for the Company. The long list of impacts

drafted was used to identify any additional

risks or opportunities that could trigger a

financial effect on Kenmare, to allow for

consistency between the two perspectives of

the assessment (impact and financial) and to

take into account any relevant dependencies

on natural, human and social resources which

could be the source of financial risks or

opportunities. Additional considerations were

taken as part of the process to identify and

assess material IROs as follows:

#### Business conduct

As part of the process to identify material

impacts, risks and opportunities (IROs) related

to business conduct, the Company assessed

its value chain activities, with a particular focus

on its own operations and upstream operations.

Through the Double Materiality Assessment

(DMA), the Company reviewed activities such

as political engagement, supplier relationship

management, anti-corruption and anti-bribery

practices, and whistleblower protection.

Because most of the Company’s operations and

supplier activities are based in Mozambique, the

risk factors associated with this location were

taken into account. In addition, the Company

considered the business conduct risks linked

to the mining industry. These factors were

incorporated into the DMA when identifying and

evaluating potentially material IROs.

Pollution, Resource Use and

#### Circular Economy

The Company assessed its principal asset and

Site, the Moma Mine, to identify actual and

potential IROs in relation to pollution, water and

circular economy matters.

To identify actual and potential pollution-related

IROs, Kenmare carries out an Environmental

and Social Impact Assessment (ESIA) before a

project begins. This assessment is then used to

develop an Environmental Management Plan,

which manages potential impacts and risks. In

accordance with Mozambican environmental

regulations, two public consultations are carried

out during the ESIA process. With regard to

downstream impacts, the Company used

assumptions based on knowledge of how

products may be processed by customers to

determine potential impacts.

#### Biodiversity

The Moma Mine is situated within

Mozambique’s 735C concession, which

partially overlaps with the Primeiras e

Segundas Islands Protected Area (PSEPA),

an area rich in biological diversity. PSEPA

was designated an Environmental Protection

A. Initial mapping of material

issues relevant to business model

and value chain



Management conducted a

review of the business model

and value chain and completed

an initial mapping of potential

material issues.

D. Financial materiality



A long list of risks and

opportunities was drafted

based on value chain and own

operation related information.



The risks and opportunities

were assessed based on

magnitude and likelihood.

E. Materiality outputs and ESG

indicators



Materiality thresholds were

determined to finalise the

material list of impacts, risks

and opportunities and related

material information to be

disclosed.

B. Stakeholder identification and engagement



Stakeholders were identified and prioritised for

engagement.



Stakeholder representatives were interviewed to determine

most material matters for the groups.

C. Impact materiality



A long list of impacts was produced based on activities

occurring in Kenmare’s operations as well as upstream

and downstream value chain.



The ‘scale’, ‘scope’, and ‘irremediable character’ were

assessed in the scoring of the ‘severity’ of topics.

Likelihood was assessed for potential impacts.

46

Kenmare Resources plc

#### ESRS 2 – GENERAL DISCLOSURES CONTINUED

![]()

Area in 2012, with the aim of preserving the

physical and environmental integrity of the

habitat in the coastal and marine areas. Based

on the assessment of priority species and

ecosystems, in line with national legislation

and international guidelines, the following

ecosystems were identified within the Moma

Mine’s concession including areas in and

around the PSEPA: coastal forest, palm

savannah, coastal dune thicket, Miombo

woodland, wetlands, rivers and mangroves.

Actual and potential impacts on biodiversity and

ecosystems at the Moma Mine are identified

through the Environmental and Social Impact

Assessment (ESIA) and Biodiversity Offset

Management Plan (BOMP) in compliance with

the Ministerial Diploma 55. Both processes

involve extensive public consultations.

Kenmare’s Operational Environmental

Management Plans (OEMPs) and BOMP define

the required implementation of the mitigation

hierarchy to achieve no net loss or net gain in

compliance with the Biodiversity Offset Diploma

55 and are based on the impacts, risks and

opportunities identified in the ESIA and other

specialist studies.

Impacts, risks, opportunities and dependencies

on biodiversity and ecosystem services were

identified through the ESIA, BOMP and other

supporting studies, including those related

to business and society. Prior to the start of

mining activities affected communities are

consulted on the potential impact on shared

biological resources and ecosystems, including

through the ESIA public consultation, with the

final round consultation scheduled in 2026.

These consultations include exploration of

the potential impacts on those communities,

opportunities to participate in alternative

livelihood programmes, and potential negative

impacts associated with moving farmlands

located in biodiversity conservation areas to

alternative areas.

Additional considerations pertaining to Climate

Change and Water matters can be found in the

respective topical standard disclosures in the

following pages.

Step 3: Assessment of potentially

#### material IROs

Assessment of the IROs was carried out

through three separate processes: impact

assessment, financial materiality assessment

and stakeholder engagement.

#### Impact assessment

The Company performed an impact

assessment in order to understand how its

business, including its own operations and

upstream and downstream activities, could

potentially, or do, impact the environment and

society, including potential effects on human

rights. Impacts were identified as being

positive or negative, actual or potential.

For positive impacts, the Company assessed

the severity as the sum of the scale and

scope of the impacts, whereas for negative

impacts, the severity also included the

irremediable character of the impacts. These

terms were defined as follows:



Scale: indicating how grave or beneficial

the impact is for the environment or society



Scope: How widespread the effect of the

impacts is / could be



Irremediable character (negative

impacts only): indicating whether and to

what extent the negative impacts could

be remedied.

Additionally, for potential impacts, the

Company also assigned a score for the

likelihood of occurrence, with the resulting

impact score equalling the severity multiplied

by the score assigned for likelihood of

occurrence. However, where a potential

negative impact was identified as having

potential human rights implication, precedence

was given to the severity of the impact.

Kenmare assessed impacts considering

the time horizon in which the impact was

reasonably expected to have the most

material effect, using the short-, medium- and

long-term definitions provided above. The

identification of a specific time horizon does

not exclude that the impact could be relevant

across time horizons, but the Company

considers it to be most significant in the

identified time horizon.

#### Financial materiality assessment

Potentially material risks and opportunities

related to sustainability matters, i.e. those

that trigger or could reasonably be expected

to trigger material financial effects on the

Company, were assessed for Kenmare’s own

operations and upstream and downstream

value chain activities. All risks and

opportunities identified were assessed on

the scale, or magnitude, of the effect and

the likelihood. The assessment was carried

out, as for the impacts, considering short-,

medium- and long- term time horizons.

To further promote alignment of the

DMA process with the Company’s Risk

Management framework, Kenmare assessed

the risks considering the same criteria and

thresholds adopted by the Company to

assess business risks, where the thresholds

represent possible financial impacts on

Kenmare in US Dollars.

#### Stakeholder engagement

Based on the external stakeholder prioritisation

activities described in Step 1, an engagement

approach was discussed for each prioritised

stakeholder category. The stakeholder groups

prioritised for engagement were Employees,

Suppliers, Customers, Government and

Regulators, Investors, and Communities

In 2024, the Company performed direct

engagement with its stakeholder groups by

means of interviews and surveys. As part of

this refresh in 2025, given the overlap of the

groups identified for engagement, Kenmare

decided to perform stakeholder engagement

via proxy for the prioritised stakeholder groups.

The proxies identified are Kenmare employees

whose day-to-day activities entail ongoing

engagement with the prioritised stakeholder

groups. The engagement by proxy entailed

a structured interview in which the proxies

were asked to expand on key issues that were

most relevant for their specific stakeholder

group, and if they had identified any material

changes from matters of concern identified in

the prior year. Their responses were informed

by the regular engagement that they in

turn conduct throughout the year with the

stakeholder groups that they represent, allowing

the interviewees to provide comprehensive

understanding of the main priorities of the

stakeholder groups they represent.

Step 4: Determining material

#### matters

The materiality thresholds for impacts,

risks and opportunities took into account

the scoring received by the IROs and

performing comparisons against the results

of stakeholder engagement, resulting

in the final list of material topics, and

corresponding IROs.

Impacts and risks were categorised into

criticality levels based on the overall score

received as per the assessment process

described above, with the materiality

thresholds being drawn to include critical

impacts and risks. For opportunities, a more

qualitative approach was taken, considering

which opportunities were more likely to

produce material financial benefits for

the Company based on actions taken and

planned.

The resulting material matters were

compared against the outcome of the

stakeholder engagement, peer benchmarking,

media analysis, and further internal review

to challenge the completeness of the

assessment.

47

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

#### List of material IROs

E1: CLIMATE CHANGE

Topic

Value chain

location

IRO

classification

Positive/

Negative

Actual/

potential

Time

Horizon Impact description

Climate Change

mitigation

Downstream Impact Negative Actual Short-,

medium-,

and long-

term

The Company's main product streams (titanium feedstocks

and zircon) are key materials used for the production

of goods such as plastics, textiles, ceramics, etc. The

production of these goods is energy intensive, and

contributes to the generation of carbon emissions

Climate Change

mitigation

Upstream Impact Negative Actual Short-,

medium-,

and long-

term

The Company requires the supply of goods and services

such as mining equipment, logistics and transportation and

piping products. The supply of these goods and services

requires significant amounts of energy and, depending

on the energy sources used in production, this increases

carbon emissions into the atmosphere.

Climate change

mitigation

Own

Operations

Impact Negative Actual Short-,

medium-,

and long-

term

The Company generates Scope 1 and 2 emissions from

diesel use as part of the production process, as well as from

other operational activities.

Climate change

adaptation

Own

Operations

Impact Positive Actual Short-,

medium-,

and long-

term

The Company supports local communities to increase

their resilience to the effects of climate change through

cyclone-proof social infrastructure, as well as through the

introduction of smart agriculture practices.

SBM-3

#### Material impacts, risks

#### and opportunities and their

#### interaction with strategy

#### and business model

As a result of the DMA, Kenmare has

identified the following material IROs in

relation to its material matters of:



E1 Climate Change



E2 Pollution (downstream value

chain only)



E3 Water and marine resources



E4 Biodiversity and ecosystems



S1 Own workforce



S2 Workers in the value chain (on-site

contractors health and safety)



S3 Affected communities



G1 Business conduct



Entity specific: Tailings management

The FY 2025 DMA refresh focused on

building upon the process established in

2024, and further refining the methodology

to incorporate learnings gained from the

prior year process, and further understanding

of sustainability matters within our own

operations and the supply chain, ultimately

leading to some adjustments in how the

underlying IROs were assessed.

In particular, other than the change in

stakeholder engagement approach as

per page 47, the following revisions were

undertaken:



Further disaggregation of the IROs across

the value chain, with a more granular

split between upstream and downstream

activities to be able to assess the IRO at a

more specific level;



Reclassification of certain IROs based on

changing circumstances and understanding

with respect to the previous reporting

period. As an example, the risk related to

climate change mitigation from the prior

year, was reclassified as being an impact,

due to the fact that while not critical from

a risk perspective based on the current

business circumstances and regulatory

landscape that the Company faces,

the impact to GHG emissions from the

downstream value chain remains significant

impact as it pertains to climate change

mitigation. The S3 Affected Communities

risk previously identified was also further

disaggregated to address additional matters

such as security and housing which became

more relevant during FY2025 following

periods of political and social unrest.

The changes above led to a change in the

overall number of IROs identified as part of

the FY2025 DMA output.

The main change from a material matter

perspective is the treatment of ESRS S2

Workers in the Value Chain, which was

included as a material matter in 2025 in

relation to health and safety initially as a

result of fatalities that occurred in 2024

(although these did not occur during normal

course of operations) and subsequently as

a result of a fatal incident which occurred in

September 2025 involving a member of the

public security forces, assigned to protecting

the area around Moma Mine. The 2025

incident was motivated by theft, with the

electrical cable feeding a pump station stolen

during the incident.

As described, the IROs were assessed in the

time horizon which was deemed to have the

most material effect, notwithstanding that the

IRO would still be relevant in the intervening

time periods (where relevant) and monitored

across all those time horizons. The following

table indicates all the time horizons in which

the IRO is relevant, and in bold indicates the

time horizon that is the most material.

48

Kenmare Resources plc

#### ESRS 2 – GENERAL DISCLOSURES CONTINUED

![]()

E1: CLIMATE CHANGE

Topic

Value chain

location

IRO

classification

Positive/

Negative

Actual/

potential

Time

Horizon Impact description

Climate change

adaptation

Own

Operations

Risk – – Short-,

medium-,

and long-

term

Mozambique, where Kenmare’s single asset is located, has

historically been vulnerable to extreme weather events, in

particular cyclones, flooding, and extreme heat, which are

being exacerbated by climate change. There is a risk of

physical damage to the operating assets of the Mine, which

may result in an inability to operate the Mine, resulting in loss

of revenue and potential increase in cost, as insurers would

likely increase premiums and deductibles to maintain their

own profitability (physical risk).

Climate change

mitigation

Own

Operations

Opportunity – – Short-,

medium-,

and long-

term

Kenmare’s Climate and energy strategy is pursuing:

1.  Energy Security by investigating alternative power

sources, including solar and battery and setting energy

efficiency targets

2.  Decarbonising operations by investing in technologies

that increase efficiency and reduce usage of fossil fuels;

exploring low carbon, economically viable technologies

to displace diesel; achieving sustainable cost and

efficiency improvements in energy use; and restoring

land-based carbon and biodiversity, to deliver a net

positive impact.

This represents an opportunity for Kenmare in the form of

returns on investment from low-emission technology.

Energy Upstream Risk – – Short-,

medium-,

and long-

term

Electrical grid energy is sourced from the hydro-electric

dam via Electricidade de Moçambique (EdM), the national

energy provider. That power capacity is limited by electrical

infrastructure and therefore may not be able to deliver

Kenmare’s ambitions to electrify equipment or maintain its

clean energy supply, therefore increasing operating costs

for the company due to the need to use diesel generators.

E2: POLLUTION

Topic

Value chain

location

IRO

classification

Positive/

Negative

Actual/

potential

Time

Horizon Impact description

Substances

of very high

concern

Downstream Impact Negative Potential Short-,

medium-,

and long-

term

The smelting of TiO2 products (by Kenmare’s customers

by either a sulphate or chloride process) involves harmful

pollutants, such as calcined coke and chlorine gas which

produce hazardous waste, including iron chloride and

acidic residues. Sulfuric acid results in large quantities of

acidic waste, including iron sulphate and other by-products.

Similarly, titanium metal processing involves reacting the

slag with chlorine gas and carbon, whilst zircon processes

involve size reduction, chemical and thermal processing.

ENTITY-SPECIFIC: TAILINGS STORAGE

Topic

Value chain

location

IRO

classification

Positive/

Negative

Actual/

potential

Time

Horizon Impact description

Tailings storage Own

operations

Risk – – Short-,

medium-,

and long-

term

Dredge mining operations generate tailings which

are stored in containment areas known as paddocks,

drying cells and Tailings Storage Facilities. They store

material that does not contain valuable heavy minerals.

A failure of a berm could cause loss of life, damage to the

operating assets and cessation of the operation of the

Wet Concentrator Plants (WCPs) for a prolonged period,

affecting company revenue and increasing costs.

E3: WATER AND MARINE RESOURCES

Topic

Value chain

location

IRO

classification

Positive/

Negative

Actual/

potential

Time

Horizon Impact description

Water

consumption

1

Own

Operations

Risk – – Short-,

medium-,

and long-

term

Insufficient freshwater supplies to service the mine and

processing facilities would impact Kenmare's ability to

operate, affecting revenue generation

1

This was noted as “Water Stewardship” in the FY 2024 Sustainability Statement. The name has been changed to allow for a more direct comparison to the ESRS terminology, but

does not represent a change in matter.

49

Annual Report and Accounts 2025

STRATEGIC REPORT

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E4: BIODIVERSITY AND ECOSYSTEMS

Topic

Value chain

location

IRO

classification

Positive/

Negative

Actual/

potential

Time

Horizon Impact description

Land use change,

freshwater use

and sea use

change

2

Own

Operations

Impact Negative Actual Short-,

medium-,

and long-

term

Dredge and dry mining involve the clearing of vegetation

ahead of the mine path, and the mined land is degraded

over the short term. Without appropriate rehabilitation

activities, this habitat disturbance may create long term

impacts on surrounding flora and fauna, consequently

altering the quality of surrounding soil and water resources,

ecosystem services and therefore significantly affecting the

aquatic organisms and communities who depend on them.

S1: OWN WORKFORCE

Topic

Value chain

location

IRO

classification

Positive/

Negative

Actual/

potential

Time

Horizon Impact description

Equal treatment

and opportunities

for all – Training

and skills

development

Own

Operations

Impact Positive Actual Short-,

medium-,

and long-

term

Training and skills development supports trainees' work

readiness and allows for career progression by allowing

workers to enhance specialist skills. Training also supports

adherence to health and safety guidelines.

Working

conditions –

Health and safety

Own

Operations

Impact Negative Actual Short-,

medium-,

and long-

term

The mining sector present significant inherent health and

safety issues for workers. Without appropriate safeguards

and controls in place, this could lead to non-fatal and fatal

injuries for workers.

Equal treatment

and opportunities

for all – Diversity

Own

Operations

Impact Positive Actual Short-,

medium-,

and long-

term

Promoting diversity within the workforce yields benefits

such as improved safety, increased innovation, and a

stronger company culture.

Working

conditions –

Freedom of

association, the

existence of works

councils and

the information,

consultation and

participation rights

of workers

3

Own

Operations

Impact Negative Potential Short-,

medium-,

and long-

term

Lack of freedom of association would impact the ability

for workers to protect their rights, promote social dialogue

and ensure favourable working conditions, safety and

fair wages.

Working

conditions –

Health and safety

Own

Operations

Risk – – Short-,

medium-,

and long-

term

Mining presents inherent safety risks to the workforce. The

improper use of machinery, poor maintenance, technical

failure of certain equipment or failure to meet and maintain

appropriate safety standards could result in significant injury

or loss of life. This would lead to reputational damage for

Kenmare, as well as increase in costs due to potential fines,

legal action and industrial action.

S2: WORKERS IN THE VALUE CHAIN

Topic

Value chain

location

IRO

classification

Positive/

Negative

Actual/

potential

Time

Horizon Impact description

Working

conditions –

Health and safety

Upstream Impact Negative Actual Short-,

medium-,

and long-

term

A number of contractors work on a daily basis within the

Kenmare mining concession and are exposed to inherent

health and safety issues associated with mining activities,

including operation of heavy mobile equipment. Without

appropriate safeguards and controls in place, this could lead to

non-fatal and fatal injuries for the on-site contract workers.

Working

conditions –

Health and safety

Upstream Risk – – Short-,

medium-,

and long-

term

Mining presents inherent safety risks to on-site contractors.

The improper use of machinery, poor maintenance, technical

failure of certain equipment or failure to meet and maintain

appropriate safety standards could result in significant injury

or loss of life. This would lead to reputational damage for

Kenmare, as well as increase in costs due to potential fines,

legal action and industrial action.

2

This was noted as “Biodiversity” in the FY 2024 Sustainability Statement. The name has been changed to allow for a more direct comparison to the ESRS terminology, but does not

represent a change in matter.

50

Kenmare Resources plc

#### ESRS 2 – GENERAL DISCLOSURES CONTINUED

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S3: AFFECTED COMMUNITIES

Topic

Value chain

location

IRO

classification

Positive/

Negative

Actual/

potential

Time

Horizon Impact description

ENTITY

SPECIFIC –

Socio-economic

development

Own

Operations

Impact Positive Actual Short-,

medium-,

and long-

term

Through Kenmare Moma Development Association

(KMAD), Kenmare works with communities, local

authorities, and NGO partners to deliver development

programmes and projects to improve livelihoods, economic

and educational development for local communities.

Communities’

economic, social

and cultural rights

– Land related

impacts

Own

Operations

Impact Negative Actual Short-,

medium-,

and long-

term

Mine operations affect natural resources which local

communities depend on, such as farmland for growing

crops, timber for buildings, furniture-making and firewood,

wild-growing foods, medicinal plants and freshwater for

drinking, cooking and washing.

Communities’

economic, social

and cultural

rights – Security

related impacts

Own

Operations

Risk –  – Short-,

medium-,

and long-

term

Kenmare's operations are protected by public security

forces, namely police and navy. Public security forces in

Mozambique more broadly have a history of not always

upholding the Voluntary Principles on Security and Human

Rights and respecting civilians' basic human rights. If

communities perceive their human rights are being

abused by public security forces, this could lead to public

demonstrations, reputational damage, in turn impacting

Kenmare's social licence to operate – increasing costs as

well as impacting its share price and access to finance.

Communities’

economic, social

and cultural

rights – Adequate

housing

Own

Operations

Risk –  – Short-,

medium-,

and long-

term

Kenmare mine operations may require resettlement of

communities. Without adequate resettlement plans, this

would lead to displacement of local communities, with

potential lack of access to adequate housing. This could

lead to reputational damage from Kenmare and permits

potentially not being issued for future mining areas in a

timely manner, ultimately impacting revenue generation.

Communities’

economic, social

and cultural rights

– Land related

impacts

Own

Operations

Risk –  – Short-,

medium-,

and long-

term

Mine operations affect natural resources which local

communities depend on, such as farmland for growing

crops, timber for buildings, furniture-making and firewood,

wild-growing foods, medicinal plants and freshwater

for drinking, cooking and washing. This could lead to

reputational damage for Kenmare and permits potentially

not being issued for future mining areas in a timely manner,

ultimately impacting revenue generation.

ENTITY

SPECIFIC –

Social licence to

operate

Own

Operations

Risk – – Short-,

medium-,

and long-

term

Mine operations affect natural resources which local

communities depend on, such as farmland for growing

crops, timber for buildings, furniture-making and firewood,

wild-growing foods, medicinal plants and freshwater for

drinking, cooking and washing. Communities perceiving,

they do not have access to their fair share of opportunities

associated with the mine or are limiting their access to

natural resources could lead to the communities finding

means of preventing ongoing operations.

ENTITY

SPECIFIC –

Socio-economic

development

Own

Operations

Opportunity – – Short-,

medium-,

and long-

term

Within Kenmare’s concession, 45,000 people live largely

through subsistence agriculture. Since 2004, Kenmare,

through its not-for-profit association KMAD, has been

working to improve health, education, livelihoods and water

and sanitation for the communities directly and indirectly

impacted by mining operations. This has allowed Kenmare

to build a strong relationship with the local communities and

local authorities in and around the concession area.

The establishment of the social license to operate allows

access to more business opportunities in collaboration with

the local communities, as businesses, skills and expertise

are developed to meet an increased demand for products

and services. The resulting economic development of the

area favours the establishment of local content for Kenmare,

allowing the business to engage with local suppliers and

recruit a more local workforce, which in turns reduces

costs associated to exporting, such as transportation and

logistics costs.

3

This was noted as “Labour practices” in the FY 2024 Sustainability Statement. The name has been changed to allow for a more direct comparison to the ESRS terminology, but does

not represent a change in matter.

51

Annual Report and Accounts 2025

STRATEGIC REPORT

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G1: BUSINESS CONDUCT

Topic

Value chain

location

IRO

classification

Positive/

Negative

Actual/

potential

Time

Horizon Impact description

Corruption and

bribery

Own

Operations

Risk – – Short-,

medium-,

and long-

term

Incidents of corruption and bribery within Kenmare’s own

operations would lead to reputational damage, affecting the

company's ability to attract and secure investors, lenders,

employees, suppliers and customers, and maintain its social

and regulatory licence to operate.

Corruption and

bribery

Upstream Risk – – Short-,

medium-,

and long-

term

Bribery and corruption are considered a country-related

risk, given Mozambique’s ranking on the 2024 Corruption

Perceptions Index. Incidents of corruption and bribery in

Kenmare's supply chain could lead to increase in costs,

reputational damage and potential fines and legal action.

The current financial effects for the identified

material risks, amounts to approximately

$8.8 million. This figure relates primarily

to risk mitigation costs, such as insurance

premiums for potential property damage

or damage to third parties, annual costs of

support services and infrastructure. Kenmare

has claimed the reporting exemption in

relation to anticipated financial effects.

The Company performs regular monitoring

activities around environmental, social

and governance matters including water

management, health and safety, relationship

with communities, and corruption and bribery.

As part of these monitoring activities, the

Company identifies current mitigants in place

and reviews whether any additional measures

need to be taken. Due to this ongoing

supervision, the Company believes its

business model and strategy to be resilient,

with respect to the sustainability matters

identified.

In light of events throughout the 2025

reporting period and captured in Kenmare’s

stakeholder engagement, the most significant

change for the Company in terms of changes

to its strategy and business model has been

to designate Social Licence to Operate as a

new Principal Risk in early 2026, constituting

an event after the reporting period. Already

identified as a risk in Kenmare’s DMA, this

was identified as an increasing area of risk

due to the growing expectations of local

communities on access to opportunities

associated with the Mine and so does

not represent a significant change from

a sustainability reporting perspective.

Having operated in the region for over 20

years, the Mine is seen as a source of jobs

and supply chain opportunities, as well

as improved education and healthcare,

through infrastructure developed by

KMAD. Kenmare aims to deliver on its

purpose of ‘Transforming resources into

opportunity for all’ through transparent and

proactive stakeholder engagement. In the

735C concession where the Moma Mine

operates, local communities rely on the

land for their livelihoods. Kenmare manages

land access through Resettlement Action

Plans and socio-economic development

initiatives. These elements all form part of

Kenmare’s social license. Without support

from communities, Moma’s operations would

face significant additional risk. A weak social

license to operate could impact Moma’s

operations through local interruptions;

domestic supply chain issues; problems with

local, regional or national regulatory and

administrative bodies; among other issues.

This could lead to intermittent and potentially

prolonged interruptions to some or all of

Moma’s operations, and to higher costs. The

key mitigants for this risk include: local job

creation, directly with Kenmare and through

its supply chain; KMAD initiatives; upholding

and tracking Kenmare’s commitments

and providing accessible and transparent

routes to raising grievances and ensuring

timely grievance resolution; a proactive

community relations team engaging with

local communities on an ongoing basis; and

meeting and transparently reporting on its

regional and national tax commitments.

#### Topic-level “Quick fix” provision

#### and related disclosures

Kenmare has availed of the “Quick fix”

reporting exemptions approved by the

European Commission while the Omnibus

proposal is reviewed, approved and

transposed into national law. This is a

phased in reporting exemption that applies

to the first three years of reporting. Due to

this exemption, Kenmare has opted to not

produce specific disclosures in line with the

requirements of ESRS E4 Biodiversity, ESRS

S2 Workers in the Value Chain, and ESRS

S3 Affected Communities, which have been

determined to be material matters for the

Company, other than what is required by

ESRS 2. This represents a change from the

FY 2024 reporting cycle, where exemptions

were not available for Kenmare with regard

to these topics. The Company has decided

to avail of these exemptions to use this time

to ascertain which information, specifically

in terms of metrics, would be most material

for users of this statement, and prepare such

information accordingly. The material IROs

identified in relation to these topics are listed

within the table above.

ESRS E4 – Biodiversity

Kenmare has an obligation to develop a

Biodiversity Offset Management Plan (BOMP)

in line with Mozambican regulations under

the Biodiversity Offset Diploma, which

requires all significant projects to achieve

No Net Loss or 15% Net Gain over the life of

the project. Kenmare has been developing

the first five-year plan to work towards this

goal over the Life of Mine, the timeframe for

which will be 2026–2031. The targets which

will be included in the BOMP are based

on recognised scientific methodologies,

including ecosystem functional group

analysis, habitat condition assessment and

critical biodiversity area evaluation, supported

by global frameworks and local studies.

A monitoring plan to track progress and

outcomes of the BOMP is currently being

developed, and will include rehabilitation

of post-mined land, and the application to

designate the Icuria forest as a protected

area. There will be further targets defined as

part of the 2026 BOMP approval process to

track the implementation of the biodiversity

offsets. Biodiversity offsets are conservation

actions designed to compensate for the

residual impacts of development projects

on biodiversity. Kenmare’s environmental

impact assessments together with studies

commissioned as part of the BOMP

development quantify the residual impacts to

date that need to be offset.

The BOMP is due to be submitted to

government in 2026 following final public

consultation meetings. Therefore the

Company does not have any targets relevant

for the FY2025 reporting period. Metrics will

be defined as part of this approval process.

Ahead of its formal approval, Kenmare has

begun undertaking actions to conserve

52

Kenmare Resources plc

#### ESRS 2 – GENERAL DISCLOSURES CONTINUED

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the Icuria forest, which had been subject to

significant illegal logging and deforestation

by communities. Initial indications show the

forest recovery is underway, however it is

too soon to conclude the permanence and

durability of these interventions. Additional

actions to deliver these targets focus on

avoidance, protection, rehabilitation and

community-based initiatives. These include

the establishment of buffer zones and

no-go areas, protection and management of

offset areas, rehabilitation of Mine-impacted

and offset areas, community and company

plant nurseries, agroforestry and alternative

livelihood initiatives, and community

awareness and education programmes.

Actions are implemented across Kenmare’s

direct operations and communities.

Biodiversity is managed in line with Kenmare’s

Environmental Policy – further information on

this Policy is contained within the E3 Water

disclosures presented in this sustainability

statement.

ESRS S2 – Workers in the value chain

On-site contractors, which form part of

Kenmare’s Workers in the Value Chain, and

whose health and safety has been identified

as being a material matter for the Company,

are managed as part of the Kenmare’s Human

Rights Policy and Supplier Code of Conduct.

Kenmare does not have any actions or

targets in relation to Workers in the Value

chain at this time. Nonetheless, Kenmare

monitors health and safety KPIs, such as the

number of incidents and fatalities, for these

workers as it does for its own workforce.

Additional details in relation to the Human

Rights Policy and the Supplier Code of

Conduct can be found within the G1 Business

Conduct section of this statement.

ESRS S3 – Affected communities

Kenmare’s Stakeholder Engagement Policy

highlights the importance of relationships

with key stakeholders, including employees,

host communities, suppliers and contractors,

shareholders and lenders, customers,

regulators, and governments. The Company

is committed to conducting business in a way

that minimises risks, maximises opportunities

for stakeholders, and ensures transparent

communication while upholding its values.

The Policy outlines how Kenmare will assess,

prevent, mitigate, and remediate any material

negative impacts on affected communities,

working to achieve positive outcomes. This

includes the activities of KMAD to support

development and promote economic and

social well-being. Kenmare’s Human Rights

Policy affirms its commitment to respecting

the rights of people in host communities,

including rights to water, land, and a safe

environment. The Company engages with

communities to identify potential adverse

human rights impacts and takes steps to

avoid, minimise, or mitigate them. Key focus

areas include the Voluntary Principles on

Security and Human Rights, access to

natural resources and water (e.g. borehole

infrastructure), employment, education,

and healthcare. Kenmare aims to prevent,

mitigate, and remediate adverse impacts

on affected communities while contributing

positively to social and economic outcomes.

The Company’s objectives include

maintaining meaningful engagement,

supporting sustainable community

development, promoting inclusive local

economic participation, and ensuring that

land access and resettlement processes

are fair and transparent. Kenmare maintains

structured, ongoing dialogue with affected

communities to identify concerns, understand

priorities, and inform decision-making.

Engagement is designed to be inclusive,

culturally appropriate, and to build trust and

long-term relationships. The Company also

seeks to respect human rights and avoid

adverse impacts on community well-being,

livelihoods, cultural heritage, and access

to essential resources. To support these

objectives, Kenmare delivers community

development programmes through KMAD,

focusing on education, healthcare access,

agricultural resilience, livelihoods, and

community infrastructure. These programmes

are developed collaboratively with local

stakeholders to align with community-

defined needs. Kenmare operates formal

consultation and grievance mechanisms that

allow community members to raise concerns

regarding its operations and related impacts.

Grievances are assessed and addressed

through defined processes, and outcomes

are monitored to support continuous

improvement. Where resettlement or changes

in land use are required, Kenmare implements

a structured Resettlement Action Plan (RAP),

which is a regulatory document outlining

how people affected by the project will be

compensated, relocated, and supported to

restore or improve their livelihoods. Mitigating

actions include provision of alternative fertile

farmland, seeds and tools for establishing

new crops, monetary compensation for loss

of trees based on government rates, and

support to secure legal landholding rights

for resettled households. RAP activities are

reviewed directly with affected communities,

overseen by a Resettlement Committee made

up of district and national representatives,

and subject to biannual monitoring visits and

audits to confirm satisfactory implementation.

Kenmare’s does not have specific targets

around affected communities, but rather a

set of deliverables which are agreed upon

on a three-year basis as part of the strategic

plan which is developed in conjunction

with community representatives and the

local government. The resulting actions are

tracked on a quarterly basis, supported by

underlying metrics, such as the number of

community members participating in specific

programmes.

53

Annual Report and Accounts 2025

STRATEGIC REPORT

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MATERIAL SUB-TOPICS

Energy

Climate change adaptation

Climate change mitigation

REPORTING EXEMPTIONS

CLAIMED

E1-9

Anticipated financial effects

from material physical and

transition risks and potential

climate-related opportunities

#### Scenario and resilienceanalysis

SBM-3   IRO-1

Mozambique is among the countries that

are most vulnerable globally to the impact

of climate change and natural hazards.

Mozambique’s vulnerability to climate change

is a function of its location and geography:

large areas of the country are exposed to

tropical cyclones, and river/coastal storm

surge flooding. The majority of the population

lives in low-lying coastal areas, where intense

storms from the Indian Ocean and sea level

rise put infrastructure, coastal agriculture,

key ecosystems and fisheries at risk.

Increasingly unpredictable rainfall patterns

and temperature changes disrupt planting

and harvesting cycles, risking smallholder

farmers’ food security. Rising temperatures and

flooding increase the prevalence of diseases

like malaria and cholera. Kenmare is working

to increase the resilience of its operations, its

workforce, supply chains and neighbouring

communities to the threat of extreme weather

events. To assess the growing threat of

climate change and the necessary adaptation

strategies to be developed in response,

Kenmare updated its physical and transition

climate risk assessment in 2024, informed by

research undertaken by external sustainability

consultants, and covering locations of

Kenmare operations, as well as upstream and

downstream activities. The results of this

assessment were considered as part of the

process to identify material climate-related

impacts risks and opportunities as part of the

Double Materiality Assessment (DMA).

Kenmare aims to perform an updated

scenario and resilience analysis every three

years, with the next one due to be performed

in 2027, subject to budgetary constraints.

54

Kenmare Resources plc

#### E1 CLIMATE CHANGE

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For its analysis, Kenmare assessed two of the IPCC’s Shared Socioeconomic Pathways (SSPs) as follows:

SSP 1-2.6: LOW-CARBON SCENARIO SSP 8.5: WORST CASE OR BUSINESS-AS-USUAL

warming by 2100: 1.3–2.3ºC  warming by 2100: 3.3–5.7ºC

Characteristics

Sustainability-oriented development: Assumes a shift toward sustainable

development, with emphasis on equity, environmental protection and

international cooperation.

Global cooperation: Countries prioritise policies that promote renewable

energy, education and low-carbon technologies.

Reduced inequalities: Socioeconomic disparities narrow as low-income

regions experience significant development.

Population growth: Global population growth slows, peaking by mid-century

and then declining.

Energy transition: Rapid deployment of renewable energy sources like wind,

solar and hydropower, replacing fossil fuels.

Land use: Sustainable land management practices reduce deforestation and

support biodiversity conservation.

Lifestyle changes: Societal shifts toward less resource-intensive lifestyles,

including changes in consumption patterns and urban planning.

Characteristics

Economic growth: Rapid economic and technological development driven by

a focus on fossil fuels as the primary energy source.

Energy-intensive growth: High reliance on coal, oil, and natural gas to fuel

economic expansion, with slower adoption of renewable energy technologies.

Globalisation: Strong emphasis on global markets and free trade, with uneven

progress in addressing inequalities.

Population growth: Population stabilises and declines in some regions after

mid-century, consistent with high-income, industrialised societies.

Energy use: Energy demand surges due to rapid industrialisation, urbanisation,

and economic growth.

Land use: Significant land conversion for urban and agricultural expansion,

leading to habitat loss and reduced biodiversity.

Technological innovation: Focuses on fossil fuel technologies, with slower

adoption of clean energy solutions.

Environmental impact: Severe consequences for ecosystems, extreme

weather events, and sea-level rise.

Emissions trajectory (2.6 W/m²)  Emissions trajectory (8.5 W/m²)

Mitigation efforts: Greenhouse gas (GHG) emissions are aggressively

reduced, peaking around 2020 and declining thereafter.

Carbon dioxide removal (CDR): Techniques such as afforestation and carbon

capture and storage are used to help achieve net-negative emissions later in

the century.

Global temperature increase: Limiting global warming to, approximately,

1.5°C above pre-industrial levels by 2100, consistent with the goals of the Paris

Agreement.

High greenhouse gas emissions: No significant efforts are made to curb

emissions, leading to a concentration of greenhouse gases (GHGs) in the

atmosphere.

Carbon intensity: Energy and industrial processes remain heavily carbon

intensive.

Global temperature increase: Warming exceeds 4°C above pre-industrial

levels by 2100, posing severe risks to ecosystems, human systems and

biodiversity.

Implications and challenges Implications and challenges

Climate risks: Reduced but ongoing risks of extreme weather, sea level rise,

and biodiversity loss requiring continuous monitoring and mitigation.

Economic and social costs: High upfront investment in clean energy and

infrastructure, with challenges in managing the transition from fossil fuels.

Adaptation needs: Strengthening climate-resilient infrastructure, agriculture,

and coastal protection to minimise residual risks.

Climate risks: Drastic temperature increases lead to more frequent and severe

heatwaves, droughts and flooding events.

Economic and social costs: Rising costs from climate impacts, including

damage to infrastructure, agriculture and human health.

Adaptation needs: Limited attention to adaptation and mitigation results in

substantial global challenges for resilience and disaster management.

Two-time horizons, 2030 and 2050, were evaluated for each scenario.

#### Physical risks

The hazards assessed align with the EU

Taxonomy climate hazard classifications,

referenced in CSRD ESRS E1 (Climate

Change) standard. These hazards

included changing temperature, wind, and

precipitation patterns. Five hazards deemed

as not relevant to the review were excluded,

including permafrost thawing and avalanches.

The data points analysed included the mean

and maximum daily temperature, human heat

stress and warm spell duration, mean daily

wind speed, maximum tropical cyclone wind

speed, water seasonal variability, maximum

one-day rainfall, the World Resources

Institute’s water stress forecast and number

of consecutive dry days.

Kenmare’s physical risk analysis considered

eight locations, four of which were all key

operational areas within the Mine concession.

The remaining four were Nampula city,

the location of Kenmare’s regional office;

Maputo, the location of Kenmare’s country

headquarters; the Cahora Bassa Dam, the

source of Mozambique’s hydroelectric energy;

and Johannesburg, a major logistics hub

from which staff, suppliers, visitors and goods

are transported to the Mine. The results of

the scenario analysis showed that the key

hazards of cyclones, temperature rise, and

flooding and droughts had all increased since

the last assessment.

Extreme weather events have been a principal

risk for the Company since 2009. The outcome

of the scenario analysis supported the

continued inclusion of this risk within our risk

register, and a related risk was identified as

being material as part of the DMA process.

Kenmare has robust mitigation controls

including emergency preparedness plans

to increase the resilience of our people,

operations, and communities in the event

of extreme weather, which the Company

believes to be sufficient to enable for efficient

recovery of operations in the event of

severe weather. Over time, and as budgetary

allowances change, Kenmare will review

current mitigation activities and invest in

additional capital projects to further increase

its resilience, if deemed appropriate.

55

Annual Report and Accounts 2025

STRATEGIC REPORT

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#### Transition risks

The review of transition risks and opportunities

revolved around the identification of key

climate-transition events including global

CO

2

emission pathways, carbon prices in

developing countries, EU carbon prices,

projections for solar capacity growth, and

titanium demand for low-carbon technologies.

Given where the Company’s country of

operation and the end products its raw

products contribute to, Kenmare does not face

any significant transition risks or opportunities.

Kenmare previously considered regulatory

pressure to deliver a science-aligned Climate

Transition Plan through the CSRD as a potential

transition risk, however, Kenmare received no

investor or stakeholder feedback in response

to its 2024 Climate Transition Plan, the targets

for which are not science aligned. Therefore this

risk has lowered relative to the prior year.

Overall, whilst transition risks continue to

be monitored, physical risks present a more

material threat to the business over the

medium- and long-term time horizons and

therefore are prioritised by the business for

mitigation.

ESRS-2

SBM-3

#### Material impacts,risks and opportunities

#### and their interaction with

#### strategy and business

#### model

Kenmare has identified the following material

climate IROs as part of the DMA process,

described under the ESRS 2 section of this

report, and informed by the outcome of the

scenario analysis described above.

Topic

Value chain

location

IRO

classification

Positive/

Negative

Actual/

potential

Time

Horizon Impact description

Climate change

mitigation

Downstream Impact Negative Actual

Short-,

medium-,

and long-

term

The Company's main product streams (titanium

feedstocks and zircon) are key materials used for the

production of goods such as plastics, textiles, ceramics,

etc. The production of these goods is energy intensive, and

contributes to the generation of carbon emissions

Climate change

mitigation

Upstream Impact Negative Actual

Short-,

medium-,

and long-

term

The Company requires the supply of goods and services

such as mining equipment, logistics and transportation and

piping products. The supply of these goods and services

requires significant amounts of energy and, depending on

the energy sources used in production, this increases carbon

emissions into the atmosphere.

Climate change

mitigation

Own

operations

Impact Negative Actual

Short-,

medium-,

and long-

term

The Company generates Scope 1 and 2 emissions from

diesel use as part of the production process, as well as from

other operational activities.

Climate change

adaptation

Own

operations

Impact Positive Actual

Short-,

medium-,

and long-

term

The Company supports local communities to increase

their resilience to the effects of climate change through

cyclone-proof social infrastructure, as well as through the

introduction of smart agriculture practices.

Climate change

adaptation

Own

operations

Risk

Short-,

medium-,

and long-

term

Mozambique, where Kenmare’s single asset is located, has

historically been vulnerable to extreme weather events, in

particular cyclones, flooding, and extreme heat, which are

being exacerbated by climate change. There is a risk of

physical damage to the operating assets of the Mine, which

may result in an inability to operate the Mine, resulting in loss

of revenue and potential increase in cost, as insurers would

likely increase premiums and deductibles to maintain their

own profitability. (Physical risk)

Energy

Upstream Risk

Short-,

medium-,

and long-

term

Electrical grid energy is sourced from the hydro-electric

dam via Electricidade de Moçambique (EdM), the national

energy provider. That power capacity is limited by electrical

infrastructure and therefore may not be able to deliver

Kenmare’s ambitions to electrify equipment or maintain its

clean energy supply, therefore increasing operating costs for

the company due to the need to use diesel generators.

Climate change

mitigation

Own

operations

Opportunity

Short-,

medium-,

and long-

term

Kenmare’s Climate and energy strategy is pursuing:

1.  Energy Security by investigating alternative power

sources, including solar and battery and setting energy

efficiency targets

2.  Decarbonising operations by investing in technologies

that increase efficiency and reduce usage of fossil fuels;

exploring low carbon, economically viable technologies to

displace diesel; achieving sustainable cost and efficiency

improvements in energy use; and restoring land-based

carbon and biodiversity, to deliver a net positive impact.

This represents an opportunity for Kenmare in the form of

returns on investment from low-emission technology

56

Kenmare Resources plc

#### E1 CLIMATE CHANGE CONTINUED

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E1-2

Policies related to

#### climate change mitigationand adaptation

Kenmare’s Climate and Energy Policy outline

the ways in which Kenmare works to address

its climate-related IROs through:

1. Climate change mitigation:



establishing a Climate Transition Plan

(CTP) to reduce operational GHG

emissions. While the Policy sets out the

ambition to align medium-term targets to

limiting global emissions to 1.5°C above

pre-industrial levels, as recommended by

the Intergovernmental Panel on Climate

Change (IPCC), this goal is proving

challenging. Kenmare nevertheless

retains the ambition to work toward this

over time;



working towards climate neutrality across

Scope 1 & 2 (market-based) by 2040, and

actively contributing to reducing value

chain emissions (Scope 3);



actively researching, reviewing, and

deploying decarbonisation technologies

to displace fossil diesel, prioritising

projects that are Net Present Value

positive or neutral;



using an internal carbon price to direct

investments towards less carbon-

intensive solutions; and



in the event Kenmare does not achieve

its carbon emissions targets through

decarbonisation its operations, it will in

the future consider offsetting emissions,

prioritising opportunities through nature-

based solutions.

2. Climate change adaptation:



Embedding mitigation of climate change

risks in Kenmare’s strategy and decision

making on capital allocation, including:

−

stress-testing the business and

operations to ensure its resilience to

different climate scenarios;

−

increasing the resilience of Kenmare’s

operations to physical climate

risks and the responsiveness of

the business strategy to evolving

climate-related transition risks and

opportunities; and

−

supporting local communities to

increase their resilience to climate

change through cyclone-proof social

infrastructure and climate smart

agricultural practices.

3. Energy security and efficiency:



Securing stable and cost-effective low

carbon electricity and fuel supplies, by:

−

driving energy efficiency across

operations;

−

introducing new technology,

equipment, and work practices;

−

managing energy using strategic

energy management (SEM) principles,

which seek continual improvement

of energy performance over the

long term;

−

setting and delivering against short,

medium and long-term energy

performance targets; and

−

investing in clean sources of electricity

and building on Kenmare’s investment

in a 170km power line to connect to

Mozambique’s hydro-electricity power.

The Policy is applicable to the Moma Mine,

Kenmare’s Mozambican offices in Nampula

and Maputo, as well as the head office

in Dublin, Ireland. The Board of Kenmare

has responsibility for overseeing Group-

wide compliance with the Policy, while the

Executive Committee and Site leadership

ensures implementation of this Policy. The

Policy is available on Kenmare’s public

website and on the Site intranet in both

English and Portuguese, the official language

of Mozambique

Suppliers are asked to adhere to Kenmare’s

Supplier Code of Conduct, which requires

suppliers to either have their own policy or

adopt Kenmare’s Climate and Energy Policy,

whilst also collaborating with Kenmare to

identify opportunities for environmental

improvement, in particular with regard to

energy consumption and GHG emissions.

Through the Climate and Energy Policy,

Kenmare also commits to collaborating with

customers, suppliers and industry bodies to

share and learn best practice with regards

to Scope 3 emissions data accounting

and abatement projects, as well as new

low-carbon energy sources and efficient

technologies. The Policy does not directly

address renewable energy deployment,

rather focusing on increasing energy security

and efficiency in Mozambique, where the

electricity is already renewable (hydroelectric

energy). Through the Climate and Energy

Policy, Kenmare also commits to collaborating

with customers, suppliers and industry bodies

to share and learn best practice with regards

to Scope 3 emissions data accounting

and abatement projects, as well as new

low-carbon energy sources and efficient

technologies. The Policy does not directly

address renewable energy deployment,

rather focusing on increasing energy security

and efficiency in Mozambique, where the

electricity is already renewable (hydroelectric

energy).

E1-1

Transition plan for

#### climate change mitigation

Kenmare’s climate-related targets,

decarbonisation levers (as outlined below)

and relevant actions are all contained as

part of the Company’s Climate Transition

Plan (CTP). The CTP is not based on Paris-

aligned targets. The contents of the CTP

and progress against its targets are included

in the following sections. It should be noted

that the CTP is a plan that is continually

evolving and being updated based on the

latest insights from studies and market

developments. Kenmare faces numerous

challenges in the development of its Climate

Transition Plan. First, the company’s relatively

low carbon intensity operations (as measured

by industry association TZMI) means there

are fewer opportunities to pursue from the

outset. This lower carbon intensity position

is largely due the investment Kenmare made

in 2004- 2007 to run overhead power cables

170km from Moma to Nampula, where the

nearest substation is located, enabling the

Company to access hydroelectric power

from Cahora Bassa Dam. Second, Kenmare’s

operations run 24 hours a day, 7 days a

week, 365 days a year; therefore, solar on

its own is not a feasible substitute to power

its energy demands. Solar combined with

battery storage is not commercially viable

for the scale of energy demand Kenmare

has. Third, the electrification of heavy and

light mobile equipment is challenging due

to the remote location of the Mine and the

fact that no domestic suppliers can service

or provide spare equipment in Mozambique.

Fourth, imported biodiesel, the most feasible

technology available to decarbonise,

represents a significant premium to fossil

diesel; additionally, Mozambican regulation

does not provide for the importation of

biodiesel currently.

57

Annual Report and Accounts 2025

STRATEGIC REPORT

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#### Targets (E1-4)

Kenmare seeks to contribute effectively

to the global effort of limiting global

temperature rise and has set a medium-

term target to reduce its total Scope 1 and 2

Greenhouse Gas emissions by 30% by 2030,

using 2021 as the base year and has set the

ambition to achieve Net-Zero by 2040 (Scope

1 and 2). Kenmare has not set a Net Zero by

2050 target that includes Scope 3 emissions

and therefore does not have a Paris-aligned

target or have plans in the near future to set

one. Kenmare’s 2030 target is informed by

but not aligned with limiting global warming

to 1.5°C according to definitions set by the

Science Based Target initiative (SBTi) the

global standard for Net Zero targets. The

target, which is not externally assured, is

based on decarbonisation interventions

related to Scope 1 emissions and adopts the

market-based method for calculating Scope

2 emissions. Kenmare does not envisage a

linear reduction in GHG emissions between

now and its stated targets in 2030 and 2040

but will more likely see fluctuations year on

year in its GHG emissions with some possible

increases before achieving 30% reduction in

the target year. The (absolute) 2030 target

reflects several challenges, outlined below,

which have resulted in a lack of material

progress against the target in 2025.

1.  Decarbonising the Company’s operations

is challenging due to its already low

carbon intensity as per independent

research, conducted by TZMI.

2.  Identified decarbonisation levers undergo

pre-feasibility studies before their

potential contribution is calculated in

the CTP progress. Those projects then

progress to feasibility studies which

determine their economic and technical

viability. Where the project has a negative

Net Present Value (NPV) or the technical

implementation is too complex, it can then

fall out of the plan.

3.  During 2025, Kenmare faced capital and

liquidity constraints due to investment in

new infrastructure required to mine the

Nataka ore body.

4.  Imported biodiesel would be required to

displace fossil diesel as currently there

are no domestically available supplies.

However, this option is not currently viable

due to the introduction of a Mozambican

regulation in 2023 which affects the

importing of biofuels.

Due to the challenges outlined above,

Kenmare believes that the achievement of

its medium-term target of 30% reduction by

2030 is currently under threat. Nevertheless,

the Company remains committed to its

pursuit, with its success dependent on

capital expenditure availability. Since the first

iteration of this CTP was drafted in 2024,

investigations into various decarbonisation

levers have been conducted. These

investigations have demonstrated the

challenge of finding projects that are

viable from an economic, technical and

market perspective. As a consequence

of the uncertainty around near-term

decarbonisation projects, in 2025 the Board

approved the decision not to map out

potential projects that may contribute to the

longer-term 2040 Net Zero ambition but

remains committed to pursuing this ambition.

The Company’s decarbonisation levers are

as follows:

1.  Increasing energy efficiency across all

operations

2.  Transitioning from fossil-fuel to clean-

electric powered mining methods

3.  Electrification of fossil-fuel-powered

equipment

4.  Integration of alternative low carbon fuels

5.  Increasing availability of renewable energy

sources

Additional decarbonisation activities,

including the phasing out of refrigerant

gases with high global warming potentials to

ones with lower global warming potentials

and waste compositing initiatives, are also

included amongst decarbonisation activities;

their contribution however is deemed to be

marginal.

#### Actions (E1-3)

Kenmare’s actions in support of its

decarbonisation levers are set out below.

The expected GHG emissions reduction

associated with each of these actions has not

been disclosed as most of these interventions

are still undergoing pilot testing and analysis.

Further progress on the actions described

below remain subject to available capital

for investment which will be determined

by market conditions and the Company’s

performance in 2026.

INCREASING ENERGY EFFICIENCY

ACROSS ALL OPERATIONS

During the year, Kenmare continued to

identify energy improvement projects,

focusing both on process and on the benefits

of investing in new technologies. These

include process-based energy efficiency

projects, such as moisture management and

managing heavy mobile equipment (HME)

idle time, as well as technological energy-

efficiency projects, involving the deployment

of new technologies, such as the rotary

uninterruptible power supply (RUPS). Both

types of energy efficiency projects contribute

to the CTP. An example of a project that

was progressed in 2025, was the drimax

moisture management project. Drimax is a

chemical additive that aids in the removal of

water during the processing of heavy mineral

concentrate (HMC), lowering the moisture

content resulting in lower levels of (diesel

powered) heat required to dry the product

and increasing product throughput in the

drying and separation process. In 2025 a pilot

was conducted on the HiAl (high aluminium)

processing circuit, leading to encouraging

results. Further investigations will be carried

out in 2026 on a larger fluidised bed dryer.

TRANSITIONING FROM FOSSIL-FUEL TO

CLEAN-ELECTRIC POWERED MINING

METHODS

2025 saw the upgrade of Wet Concentrator

Plant (WCP) A, increasing the Company’s

capacity of electrically powered dredge

mining. When the CTP was initially developed

in 2024, it was envisaged that the increased

capacity of WCP A would allow Kenmare to

transition from diesel-intensive dry mining

processes to electrically powered dredge

mining. During 2025, the Company decided

to increase its production capacity from

selective mining operations (SMOs) as WCP

A passes through low grades as it transitions

to Nataka. Whilst the SMOs are electrically

powered, all three are supported by dry

mining operations to feed the processing

units. This addition of more diesel-powered

equipment will therefore offset the gains

made from transitioning to larger capacity

dredge mining units. Consequently, this

previously identified lever is not relevant for

the period 2026-2030.

ELECTRIFICATION OF FOSSIL-FUEL-

POWERED EQUIPMENT

In 2025, Kenmare launched a study to

evaluate the possibility of partially electrifying

the driers used within the MSP in an effort to

reduce related Scope 1 diesel consumption.

Unfortunately, this decarbonisation project

was deemed to be NPV negative due to

reducing diesel prices and increasing

electricity prices and therefore has been

put on hold. Instead, Kenmare was able

to progress this decarbonisation lever by

assessing the practical and economic viability

of electric alternatives to diesel-powered

machinery, specifically electrifying heavy

and light mobile equipment. This included

visiting the SANY EXPO at the Chaiwa Mine

in Zambia to observe current performance

of electric front-end loaders (FELs) and haul

trucks. While further evaluation is required,

preliminary analysis indicates that electric

58

Kenmare Resources plc

#### E1 CLIMATE CHANGE CONTINUED

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FELs are cost-competitive with diesel

equivalents, and that electric haul trucks

could remain competitive over their full

operating life. The Company’s CTP currently

assumes the electrification of approximately

50% of light-duty vehicles (LDVs), 60%

of haul trucks and 50% of FELs by 2030,

achieved through the phased replacement of

diesel equipment with electric alternatives.

Kenmare is planning to trial these vehicles

starting from 2027, with the roll-out planned

for 2029. Progress on the trialling of electric

heavy or light vehicles is on hold due

to budget constraints. This has not yet

impacted the achievement of the 2030

target, since this target is not to achieve a

linear downward trajectory from 2021 and

therefore its contribution will be counted

closer to the target deadline.

INTEGRATION OF ALTERNATIVE LOW

CARBON FUELS

In 2025, Kenmare piloted the integration

of biodiesel into its operation. The pilot

programme involved blending biodiesel

within the diesel bowser to be used on

heavy mobile equipment (HME) and MSP.

The pilot was successful and showed no

adverse impacts to the use of biodiesel in

our equipment. Challenges remain with

regards to the sourcing of biodiesel. Other

than being more costly than fossil diesel,

imported biodiesel is restricted following a

2023 regulation introduced in Mozambique

to prioritise the domestic sourcing of biofuels.

To this end, in 2025 Kenmare completed

a pre-feasibility study, to explore potential

approaches to developing a domestic source

of biodiesel which showed that the capital

expenditure costs to develop an upstream

and downstream biodiesel value chain

would make it economically unviable for the

Company to consider progressing at this

time. Due to the level of risk and uncertainty

associated with this opportunity, Kenmare

is not currently accounting for the potential

gains from the integration of biofuels into

operations.

INCREASING AVAILABILITY OF

RENEWABLE ENERGY SOURCES

Kenmare sources hydro-electric power via

Mozambique’s national electricity company,

Electricidade de Moçambique (EDM),

which sources its power from the Cahora

Basa Dam power station. In the future it is

expected that the availability of this power

may become limited and EDM may not be

able to provide all the power required by the

business. In addition, as the overall electrical

load at Moma increases, the electrical losses

in the transmission line from Nampula to

Moma will also increase which will result in

an increase of the unit cost of electricity at

Moma. Kenmare is therefore exploring green

electricity sources such as wind, solar PV

and Battery storage. The investment in green

electricity could unlock opportunities for

electrification of equipment which currently

depend on diesel such as excavators,

articulated dump trucks (ADTs) and light

duty vehicles (LDVs) when the technology

for this equipment becomes commercially

available. Kenmare is actively investigating

opportunities for adoption of renewable

energy and battery storage as part of the

overall future power supply.

Kenmare plans to conduct a feasibility study

for solar and battery energy storage systems

(BESS) located near the Mine. The intent is

to provide additional clean electrical power

to supplement the hydro-electrical grid

power and to provide a competitive source

of electricity into the future. This study will

progress when budget conditions allow.

The expected capital expenditure required to

implement decarbonisation is outlined in the

table below:

Capital expenditure forecast ($ million) 2026  2027 2028  2029  2030 Total

Electrification of fossil fuel powered equipment 0 2.47 3.88 3.03 0.85 10.22

Increasing energy efficiency across all operations 0 0.38 0.38 0.38 0.38 1.50

Total 11.72

The above capital expenditure forecast is

spread across the coming years until the year

2030. No capital expenditure was invested

in 2025 to further Kenmare’s CTP. The only

expenditure incurred in 2025 was operating

expenditure for the biodiesel pilot and

feasibility studies for the partial electrification

of the drier project. Due to budgetary

constraints, capital expenditure has not been

allocated for the 2026 financial year. A lack

of capital expenditure in 2025 and 2026

has not yet impacted the achievement of

the 2030 target, since this target is not to

achieve a linear downward trajectory from

2021 and therefore the contribution of various

decarbonisation levers will be counted closer

to the target deadline. Year on year progress

is tracked through piloting technologies

and other interventions, which in 2025 were

either proven to be NPV negative or halted

due to budget constraints. In the absence

of progressing specific decarbonisation

interventions, Kenmare is targeting

improvements in reducing the carbon

intensity of its operations. Kenmare has no

significant capital expenditure for coal, oil or

gas-related economic activities.

#### Additional notes on the CTP

E1-1

Kenmare is not excluded from EU Paris-

aligned benchmarks. Kenmare does not

measure potential locked-in GHG emissions,

since theoretically the heavy and light mobile

equipment it uses could be electrified and the

diesel burned in its MSP could be switched

to biodiesel. Kenmare’s transition plan is

embedded in and aligned with the Company’s

overall business strategy and financial

planning through the following mechanisms:



integration in annual risk register review;



financial assessment of material

sustainability risks, including physical and

transition climate risks;



integration in annual capital expenditure

and operating cost budgeting process;



shadow carbon price applied to capex

evaluation and financial modelling; and



integration of ESG targets in both

executive remuneration and senior

manager incentives.

The CTP has been approved by Kenmare’s

Sustainability Committee on behalf of the

Board, and by the Climate and Energy

Steering Committee, chaired by the Chief

Operations Officer. The Steering Committee

also monitors the execution of the plan.

Decarbonisation targets are tracked quarterly

by both management and the Sustainability

Committee. The Sustainability Committee

receives a minimum of two updates on

the plan per year. If there is any capital or

operating expenditure associated with the

following year’s implementation of the CTP,

the Audit & Risk Committee review this,

however, as there is no planned expenditure

for 2026, this was not required in 2025.

59

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

#### METRICS

E1-5

#### Energy consumption and mix

Energy consumption and mix 2024 2025

1. Fuel consumption from coal and coal products (MWh) – –

2. Fuel consumption from crude oil and petroleum products (MWh) 201,141 183,288

3. Fuel consumption from natural gas (MWh) – –

4. Fuel consumption from other fossil sources (MWh) 1,000 739

5. Consumption of purchased or acquired electricity, heat, steam, and cooling from fossil sources (MWh) 24 27

6. Total fossil energy consumption (MWh) (calculated as the sum of lines 1 to 5) 202,165 184,054

Share of fossil sources in total energy consumption (%) 45% 44%

7. Consumption from nuclear sources (MWh) – –

Share of consumption from nuclear sources in total energy consumption (%) – –

8. Fuel consumption for renewable sources, including biomass (also comprising industrial and municipal

waste of biologic origin, biogas, renewable hydrogen, etc.) (MWh)

– 350

9. Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources (MWh) 245,691 234,572

10. The consumption of self-generated non-fuel renewable energy (MWh) – –

11. Total renewable energy consumption (MWh) (calculated as the sum of lines 8 to 10) 245,691 234,922

Share of renewable sources in total energy consumption (%) 55% 56%

Total energy consumption (MWh) (calculated as the sum of lines 6, 7 and 11) 447,857 418,976

Energy intensity (MWh/USD) 0.001 0.001

60

Kenmare Resources plc

#### E1 CLIMATE CHANGE CONTINUED

![]()

E1-6

#### Gross scopes 1, 2, 3 and Total GHG emissions

Scope

Base year

(2021) 2024 2025

% Change

y.o.y1

% change

from base

year Milestones and target years

Scope 1 GHG emissions

Gross Scope 1 GHG emissions

(tCO

2

eq)

69,760 59,046 54,560 (7.6)% (21.8)%

Reduce absolute Scope 1 and 2

GHG emissions by 30% by 2030

Percentage of Scope 1

GHG emissions from regulated

emission trading schemes (%)

Nil Nil Nil Nil Nil

Scope 2 GHG emissions

Gross location-based Scope 2

GHG emissions (tCO

2

eq)

16,540 21,260 20,555 (3.3)% 24.3%

Reduce absolute Scope 1 and 2

GHG emissions by 30% by 2030

Gross market-based Scope 2

GHG emissions (tCO

2

eq)

Nil 11 10 (9.4)% N/A

Significant scope 3 GHG emissions

Cat 1. Purchased goods and

services

6,741 8,737 82,046 839%

2

1,117%

The Company does not currently

have a Scope 3 target and does not

have any near-term plans to set one

Cat 2. Capital goods N/A 6,091 20,811 242%

2

N/A

Cat 3. Fuel and energy-related

Activities (not included in

Scope 1 or Scope 2)

15,137 19,517 18,085 (7.3)% 19.5%

Cat 4. Upstream transportation

and distribution

35,870 33,111 33,049 (0.2)% (7.9)%

Cat. 5 Waste generated in

operations

12 25 4 (83.7)% (66.1)%

Cat 6. Business travel 100 1,794 1,094 (39)% 994%

Cat 7. Employee commuting 588 1,804 2,167 20% 268.6%

Cat 9. Downstream

transportation

82,796 61,035 54,769 (10.3)% (33.9)%

Cat. 10 Processing of sold

products

N/A 4,024,868 2,289,644 (43.1)% N/A

Total Scope 3 emissions

from significant categories

(tCO

2

eq)

141,243 4,156,982 2,501,669 (39.8)% 1,671%

Total GHG emissions

Total Scope 1, 2 and 3 GHG

emissions (location-based)

(tCO

2

eq)

227,543 4,237,288 2,576,784 (39.2)% 1,111%

Total Scope 1, 2 and 3 GHG

emissions (market-based)

(tCO

2

eq)

211,003 4,216,039 2,556,239 (39.4)% 1,032%

1

There are two main contributing factors to the year-on-year changes in emissions data across Scope 1 and Scope 3 emissions in particular. The first is in relation to reduced

production volumes with respect to 2024, consequently leading to lower energy consumption and related GHG emissions. For Scope 3, the trend was generally downward due to a

decrease in the Company’s 3.10 emissions. This reduction was primarily due to the decrease in sold products during the year, as well as a changing emission landscape based on the

type of product sold and geography to which they were sold, leading to an overall lower emission figure related to this category.

2

In an effort to continuously improve the granularity and understanding of Scope 3 emissions, the Company was able to improve its Category 1 and 2 emissions calculations through

a spend based approach. As a consequence, FY2025 figures related to these two categories have increased. Due to current circumstances, the Company has not deemed it

practicable to restate 2024 figures.

GHG intensity 2024 2025 Change y.o.y

Total GHG emissions intensity (location-based) per net revenue (tCO

2

e/USD) 0.01 0.008 (20)%

Total GHG emissions intensity (market-based) per net revenue (tCO

2

e/USD) 0.01 0.008 (20)%

61

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

#### Methodology for energy andgreenhouse gas calculations

Energy calculation:

Total energy consumption and mix

disclosed under ESRS E1-5 are calculated

for own operations only, using the same

organisational and operational boundaries

as our Scope 1 and Scope 2 GHG emissions.

The Company includes energy consumed

from fuels combusted on site and from

purchased electricity. Primary data is taken

from fuel purchase records, meter readings

and utility invoices and converted into MWh

using standard conversion factors; energy is

then classified as originating from fossil or

renewable sources based on supplier fuel-mix

information and, where applicable, guarantees

of origin. Energy intensity is calculated as

total energy consumption from activities

(MWh) divided by net revenue expressed in

US Dollars as per the financial statements, in

order to ensure consistency with the financial

figures. As all of Kenmare’s activities relate

to high climate impact sectors, the total

energy consumption and total net revenue

are included within the energy intensity

calculation.

Greenhouse gas emissions:

Gross Scope 1, 2 and 3 GHG emissions

disclosed under ESRS E1-6 are calculated in

accordance with the GHG Protocol Corporate

Accounting and Reporting Standard, the

Scope 2 Guidance and the Corporate Value

Chain (Scope 3) Standard, using the same

organisational boundaries as the Company’s

financial consolidation. Scope 1 emissions

from stationary and mobile combustion,

process and fugitive sources are calculated

from metered fuel and process activity data

multiplied by emission factors from national

inventories and IPCC-based databases.

Where direct measurements are available

(e.g. continuous emissions monitoring),

these are used. Scope 2 emissions are

reported using both location-based and

market-based methods, using country or

grid-specific factors for location-based

figures and supplier-specific residual mix or

contractual factors for market-based figures.

The significant difference in the market and

location-based figures is due to the fact

that Kenmare sources hydro-electric power

supplied by Mozambique’s national electricity

company, Electricidade de Moçambique,

for its Mine operations. Scope 3 emissions

are estimated for all relevant categories

using a hierarchy of data quality, prioritising

supplier-specific and measured activity

data, and using secondary data (industry

averages, environmentally extended input–

output data or spend-based factors) where

primary data is not yet available. Emission

factors for non-CO

2

gases are converted to

CO

2

e using the most recent 100-year global

warming potentials published by the IPCC.

The main source of estimation uncertainty

relates to Scope 3 Category 10, Processing

of Sold Product, the most material source

of emissions, where emissions factors from

EcoInvent were used and adapted according

to the titanium content of Kenmare’s

product. The datasets are representative

of the downstream processing stages that

are likely to occur. These emissions relate

to the processing of sold product within the

first-tier downstream value chain, i.e. activities

by Kenmare’s direct customers. Further

accuracy would entail obtaining specific

information from customers on the further

use of their product downstream by their

customers, which is not information available

to the Company. GHG intensity is calculated

as total GHG emissions (tC02e) divided

by net revenue expressed in US Dollars

as per the financial statements, in order to

ensure consistency with the financial figures

presented.

E1-8

#### Internal carbon pricing

Kenmare uses a shadow carbon price as part

of its climate transition planning. Kenmare

currently does not operate in any jurisdictions

subject to a carbon tax or cap and trade

regime, nor are its products currently subject

to a carbon border adjustment mechanism.

Kenmare does not have the resources to

maintain its own database of forecasts and

assumptions about future voluntary carbon

markets or to track short-term market data.

Therefore, to determine its shadow carbon

price, it has taken externally published

source from Allied Offsets based on the

voluntary carbon market carbon credit

pricing, forecasted future pricing. Allied

Offsets produces three scenarios (low,

base, and high price), which each convey

different assumptions about the volumes

likely to be traded. A core assumption in the

methodology of the externally published

source envisages companies offsetting a

portion of their missed targets. The base

case assumes companies offset 25% of

missed Scope 1 and 2 targets and 20% of

missed Scope 3 targets. A carbon credit price

has been used as the shadow carbon price

because in the event that Kenmare is not

able to meet its 2030 emissions reduction

target in part or in full, then the Company

could meet this target through the purchase

of carbon credits. However, Kenmare

currently does not engage in GHG removals

or GHG mitigation projects financed through

carbon credits as described in ESRS E1-7

requirements.

Kenmare uses the base shadow carbon

price to assess the commercial viability of

capital investment decisions relating to

decarbonisation projects as well as fossil-

fuel powered equipment and infrastructure

employed at the Mine, both of which will

positively and negatively impact Kenmare’s

ability to meet the goals of its climate

transition plan.

Kenmare applies the shadow carbon price

before investing in infrastructure and

equipment that delivers on the Company’s

decarbonisation strategy. An example of the

partial electrification of the driers in the MSP,

would compare the cost of shadow carbon

price applied to the carbon emissions and

cost of diesel over the life of equipment,

with the cost avoided from reduced carbon

emissions and comparative cost of the

alternative energy source (grid electricity).

The shadow carbon pricing is used for

assessing the financial effects of energy

consumption and emission reduction, but

not to measure assets or determine residual

values.

The price projections applied by Kenmare,

as per the base case scenario presented by

Allied Offset, are as follows:

Year 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035

Price ($/tCO

2

) 4 4.5 5 5.5 6 7 9 15 23 28 30

The approximate volumes of Scope 1 GHG emissions assessed with the shadow carbon price is 12,000 tCO

2

e, representing 23% of 2025 Scope

emissions. No Scope 2 emissions are covered by the shadow carbon price, as given Kenmare purchases 100% of its electrical energy from green

energy sources. No Scope 3 emissions are currently covered by the shadow carbon price.

62

Kenmare Resources plc

#### E1 CLIMATE CHANGE CONTINUED

![]()

Kenmare is obliged to report annually

on its Taxonomy-aligned activities and

to disclose turnover and expenditure

relating to its activities which are classified

as environmentally sustainable. It first

determines whether any of its activities

are eligible to qualify as a sustainable

activity i.e. whether the economic activity

substantially contributes to at least one

of the six environmental objectives of the

Taxonomy regulation. If an activity qualifies

as a sustainable activity, a review must be

undertaken to ensure it aligns with the

Taxonomy Regulation. The activity could

have attributes that nullify its positive

contribution. To ascertain if activities

which qualify as ‘eligible’ activities are also

Taxonomy ‘aligned’, an activity must satisfy

the following three criteria:



Substantially contribute to one of the

six economic activities in line with the

Technical Screening Criteria (TSC).



Do-no-significant-harm (DNSH) in relation

to the other environmental objectives.



Comply with Minimum Social Safeguards

(MSS) as described in the Taxonomy

Regulation.

On 4 July 2025, the European Commission

adopted a delegated act that amends the

Taxonomy Regulation delegated acts. The

changes are part of the 26 February 2025

‘Omnibus’ package of improvements intended

to reduce the regulatory burden on entities in

the European Union.

For Kenmare, as a non-financial undertaking,

this change has entailed the establishment

of specific qualitative and quantitative

materiality thresholds, permitting non-

financial entities to not assess whether

certain economic activities are taxonomy

eligible and taxonomy aligned. This is

applicable where cumulative turnover, capital

expenditure and/or operating expenditure

related to economic activities is below 10%

of the denominator of the revenue, capital

expenditure and operating expenditure KPIs

respectively. Kenmare has opted to report

under the updated Taxonomy Regulation

for the year ended 31 December 2025. In

the table below, the Company has reflected

the percentage of activities not assessed as

deemed to be non-material:

KPI  Total ($m)

Proportion of

Taxonomy

eligible

activities

Proportion of

Taxonomy

aligned

activities

Breakdown by environmental objectives of Taxonomy-aligned activities

Proportion

of enabling

activities

Proportion

of

transitional

activities

Not

assessed

activities

considered

non-

material

Taxonomy-

aligned

activities

in previous

financial

year (2024)

Proportion of

Taxonomy-

aligned

activities

in previous

financial year

(2024)

Climate

Change

Mitigation

Climate

Change

Adaptation  Water

Circular

Economy  Pollution  Biodiversity

%  %  %  %  %  %

Turnover  328,573  0%  0  0%  0%  0%  0%  0%  0%  0%  0%  5.02%  0  0%

Capital

expenditure 214,976  0%  0  0%  0%  0%  0%  0%  0%  0%  0%  8.10%  0  0%

Operating

expenditure 242,689  0%  0  0%  0%  0%  0%  0%  0%  0%  0%  3.75%  0  0%

For the turnover KPI, Kenmare considered

activities related to transport, in particular in

relation to sea transportation. The turnover

related to these activities is immaterial

compared to the revenue generated by

Kenmare’s products. For capital expenditure,

the Company considered activities in relation

to construction, energy, environmental

protection and water supply. However, these

expenditures are not material compared

to the majority of the Company’s capital

expenditure which for 2025, was mainly

related to the WCP A upgrade and the

establishment of the permanent Tailings

Storage Facility, in addition to the acquisition

of machinery and other such assets which

are not Taxonomy eligible. Similar reasons

apply to the non- materiality for the operating

expenditure KPI, which was composed of

operational expenditure related to mining

activities, such as equipment repair and

maintenance, staff and insurance expenses.

The Company does not have any plans to

align its economic activities with the criteria

of alignment under the EU Taxonomy

Regulation.

63

Annual Report and Accounts 2025

STRATEGIC REPORT

#### EU TAXONOMY

![]()

As in FY2024, Pollution (ESRS E2) has been

recognised as a material topic in relation

to the downstream value chain due to the

use of chemicals by Kenmare’s customers

to process Kenmare’s products. However,

the Company continues to face a significant

obstacle in reporting under this topic matter,

as collecting relevant data from customers on

the processing of sold goods is challenging

due to several factors, including the protection

of intellectual property related to customer-

specific processing methodologies and the

fact that customers may use multiple suppliers,

making it impracticable to disaggregate

inputs and outputs attributable specifically to

Kenmare products. As a consequence, Kenmare

does not have a policy, actions or targets in

relation to downstream pollution. In line with

the ESRS phased-in relief on value chain

reporting and given the absence of reliable

and decision-useful information, the Company

is also not able to provide metrics related to

downstream pollution. In FY2024, whilst not

deemed to be material, the Company elected

to voluntarily report on pollution information

within its own operations. Given the revised

approach where only material disclosures are

disclosed for FY2025, the Company has not

included pollution metrics related to its own

operation. The other element of pollution

which is material for the Company is Tailings

management, which is identified and managed

by Kenmare as an entity specific matter.

Topic

Value chain

location

IRO

classification

Positive/

Negative

Actual/

potential

Time

Horizon

Impact description

Substances

of very high

concern

Downstream Impact Negative Potential Short-,

medium-,

and long-

term

The smelting of TiO2 products (by Kenmare’s customers

by either a sulphate or chloride process) involves harmful

pollutants, such as calcined coke and chlorine gas which

produce hazardous waste, including iron chloride and

acidic residues. Sulfuric acid results in large quantities of

acidic waste, including iron sulphate and other by-products.

Similarly, titanium metal processing involves reacting the

slag with chlorine gas and carbon, whilst zircon processes

involve size reduction, chemical and thermal processing.

64

Kenmare Resources plc

#### E2 POLLUTION

![]()

As part of the Double Materiality Assessment process, the Company has identified the following material risk in relation to tailings management:

Topic

Value chain

location

IRO

classification

Positive/

Negative

Actual/

potential

Time

Horizon

Impact description

Tailings storage Own

operations

Risk – – Short-,

medium-,

and long-

term

Dredge mining operations generate tailings which

are stored in containment areas known as paddocks,

drying cells and Tailings Storage Facilities. They store

material that does not contain valuable heavy minerals.

A failure of a berm could cause loss of life, damage to the

operating assets and cessation of the operation of the

Wet Concentrator Plants (WCPs) for a prolonged period,

affecting company revenue and increasing costs.

ESRS 2 general disclosures:

#### policies

Tailings are residues created as part of mining

and processing operations. Kenmare stores

tailings in both paddocks within the mining

void, and since the end of 2025 in a permanent

Tailings Storage Facility (TSF). This generally

does not involve the construction of semi-

permanent raised containment embankments,

except in the case of a valley crossing. These

containment areas are known as paddocks and

drying cells and store material that does not

contain recoverable ilmenite, zircon, rutile, or

monazite.

Kenmare takes a risk-based approach to the

management of paddocks and drying cells.

The tailings strategies aim to safely contain the

tailings under all circumstances and consider

the topography of the site, rainfall, seismic

activity, mineral characteristics and proximity

to people. This complies with the Mozambican

National Regulation for Tailings Dams. Kenmare

uses a multi-layered approach to ensuring the

structural integrity of the tailings facilities and

safeguarding the surrounding environment.

Kenmare’s tailings storage facilities are

regulated and permitted and comply with

local laws and licences. Kenmare identifies

geotechnical risk as a principal risk, and

this is actively managed through Site and

corporate risk registers. Additional internal

risk management protocols include risk

focused surveillance systems and processes,

internal geotechnical risk reporting, and

tailings and water management meetings.

Tailings are managed in accordance with

Kenmare’s Environmental Policy – please

refer to the section on Water under ESRS E3

for further details on this Policy.

The catastrophic dam collapse at Vale’s

Corrego de Feijao mine in Brumadinho in

2019 was a human and environmental tragedy

that demanded decisive and appropriate

action to enhance the safety and strengthen

the governance of tailings facilities across

the globe (GlobalTailingsReview.org), leading

to the development of the Global Industry

Standard for Tailings Management (GISTM).

Kenmare has been working towards GISTM

alignment for the past four years.

ESRS 2 general disclosures:

#### actions

In 2025, the Company continued its

commitment to maintaining the structural

integrity of its tailings facilities and safeguarding

the surrounding environment through a multi-

layered management framework.

Tailings from WCP A transitioned to a

permanent Tailings Storage Facility (TSF) in

2025. This TSF is designed and constructed to

meet international standards, including GISTM

and underscores the Company’s dedication to

excellence in tailings management.

The industry body responsible for overseeing

GISTM audits is the Global Tailings

Management Institute (GTMI). GTMI plan

to approve auditors with the technical

competence to undertake a GISTM audit,

however this has not yet taken place.

Therefore, a GISTM audit has not been

undertaken. As GISTM compliance relates to

underlying governance and documentation, no

material capital and operating expenditure is

noted for 2025.

During the year, the Company has formally

appointed a Responsible Tailings Facility

Engineer (RTFE) and has appointed an

external party, EPOCH, to conduct safety

reviews on the newly constructed TSF.

ESRS 2 general disclosures:

#### targets and metrics

For 2026, Kenmare is targeting GISTM

compliance across the TSF and paddocks.

Kenmare monitors the safety of the facility

through independent safety reviews

conducted by EPOCH. EPOCH provides

Kenmare with the result of its safety reviews

and a corresponding colour code to indicate

the level of risk present. Kenmare has had

no major findings through the TSF safety

management reviews, during the reporting

period.

65

Annual Report and Accounts 2025

STRATEGIC REPORT

#### ENTITY SPECIFIC: TAILINGS MANAGEMENT

![]()

MATERIAL SUB-TOPICS

Water consumption

REPORTING EXEMPTIONS

CLAIMED

E3-5 – Anticipated financial effects from

water and marine resources-related

impacts, risks and opportunities

ESRS IRO-1

Description of

#### the processes to identify

#### and assess material water

and marine resources-

related impacts, risks and

#### opportunities

As part of the Double Materiality Assessment,

Kenmare considered water-related impacts,

risks and opportunities as pertain to its own

operations, as this is the segment of Kenmare’s

known value chain activities with the highest

water intensity.

Although not in a water-stressed area, the

Mine relies heavily on freshwater for dredge

mining, mineral processing, tailings, dust

suppression, and sanitation. Water is supplied

by surface sources and boreholes to artificial

ponds, with 90.5% reused in 2025 (2024:

90.9%). Borehole distribution and proximity

to wetlands and the coast may cause silting

and water flow changes. Kenmare’s marine

impact is limited to transferring products from

shore-based jetties to ships via transshipment

vessels.

Kenmare uses its engagement activities

to gain a full understanding of the impacts

of its mining activities on the lives of the

surrounding communities. Among its

engagement methods are Local Working

Groups (LWGs), which Kenmare uses to liaise

with the government and host communities,

and discuss matters such as resettlement

plans, land rehabilitation activities and water

and sanitation issues, along with any other

concerns or issues raised by the communities.

In 2025, Kenmare received a non-compliance

notification from ARA Norte, the water

regulator in relation to its abstraction of

water from Lake Mualadi (also known as

Lake Johare). Whilst water abstraction from

the lake is permitted under Kenmare’s Pilivili

environmental license, this is only permitted

in circumstances where natural maximum

fluctuations in lake levels tolerated by the

marginal vegetation are not exceeded.

Due to the combined impact of Kenmare’s

abstraction and that of a second mining

company operating in the area, which was

abstracting significantly larger volumes of

water from the lake, Kenmare’s abstraction

was deemed to be non-compliant, as was the

second mining company. Kenmare has since

ceased water abstraction from the lake. This

has not materially impacted operations due

to the existence of other water withdrawal

sources and especially due to the water re-use

rate. The Company is not aware of matters

that would impact other water sources due to

licensing.

Kenmare has identified a material risk with

regards to water as per the following table.

66

Kenmare Resources plc

#### E3 WATER AND MARINE RESOURCES

![]()

Topic

Value chain

location

IRO

classification

Positive/

Negative

Actual/

potential

Time

Horizon

Impact description

Water

consumption

Own

Operations

Risk – – Short-,

medium-,

and long-

term

Insufficient freshwater supplies to service the mine and

processing facilities would impact Kenmare's ability to

operate, affecting revenue generation

E3-1

#### Policies related to water

#### and marine resources

Kenmare’s Environmental Policy is an

integrated environmental resources policy

which covers water and marine issues as

well as all other environmental aspects of its

operations. The Policy sets out Kenmare’s

commitment to sustainable stewardship

of natural resources, including water and

marine resources, and covers the scope

of the Company’s operations. The Policy

deals with water treatment through its

commitment to preventing, mitigating,

restoring, rehabilitating and/or offsetting the

negative residual impacts of mining activities,

while enhancing positive impacts, such as

improving biodiversity post-mining within

Kenmare’s sphere of influence. Through the

implementation of this Policy, these matters

are managed by:



establishing performance targets, and

regularly reviewing and tracking progress

to amend water management processes

as part of adaptive management practices;



maintaining a team of appropriately

qualified and experienced employees

to implement and ensure compliance

with the Environmental Policy and

make Kenmare’s employees aware

of the importance of environmental

management; and



managing purchasing, handling, storage,

disposal, clean-up and, where possible,

reuse of all chemicals, substances,

materials, and containers, including

hazardous substances and radiation, to

minimise environmental risks.

The Environmental Policy is applicable to

the Company’s operational scope. Suppliers

are required to adhere to Kenmare’s

Supplier Code of Conduct, which covers

the key elements of this Policy and requires

companies to either have their own policy or

apply Kenmare’s. The Executive Committee

and Site leadership are responsible for the

implementation of this Policy, which can be

accessed through the Kenmare intranet and

public website.

The World Resources Institute (WRI)

Aqueduct™ tool shows that the water

extracted for the Mine is in an area identified

as having low baseline water stress.

Projections to 2040 indicate there will

continue to be similar levels of low water

stress. Therefore, Kenmare does not have

a policy for operating in an area of water

stress. Kenmare uses community consultation

to partner with host communities and

stakeholders to promote environmental

awareness. This includes participating

in the preservation and enhancement of

biodiversity, support for climate adaptation

and resilience, while respecting local needs,

traditions and values. Separately, KMAD, the

not-for-profit association funded by Kenmare,

supports projects to increase access to

clean drinking water for host communities.

Kenmare’s Policy commitments on water

are delivered through its Water Stewardship

Strategy, outlined below.

Water Stewardship Strategy

1.  Watershed management – to secure

water supply for current and future

operations while protecting and

enhancing other water uses. This is

implemented through Site-wide water

balance, environmental monitoring and

surface water and groundwater modelling

to measure the current and projected

operational water demand and provide

an understanding of surface water and

ground water systems.

2.  Impact mitigation – to proactively

mitigate environmental and social impacts

associated with the abstraction, use and

discharge of water and to enhance water

use opportunities.

3.  Operational performance – to use

the Site wide water balance to manage

water as an asset, by working to improve

performance and compliance with all

commitments in the strategy.

4.  External engagement – to collaborate

and engage with external stakeholders on

water policy, management, and challenges

in Mozambique to create shared value.

5.  Internal collaboration – to support

coordination across all water management

activities in the business.

Tracking the effectiveness of

#### policy and strategy

To track the effectiveness of its Environmental

Policy on water management and water

strategy Kenmare conducts the following:



collection and analysis of rainfall,

groundwater levels and abstraction volumes

which are inputted into the Site-wide

water balance. Kenmare’s water balance

model was designed in partnership with

the Sustainable Minerals Institute from The

University of Queensland;



proactive assessment of surface water and

groundwater use to identify water-related

impacts to both support ongoing access to

water for operational use and to consider

the impact of water use on communities

and ecosystems. Mitigations of any potential

or actual impacts to communities are then

put forward in community meetings as part

of the ESIA process for new or expansion

projects or LWG meetings. The minutes of

the community engagement and the water

management proposals are submitted to the

relevant authorities during the ESIA; and



ongoing adaptive management of the water

resources to adjust the water abstraction

volumes from specific water sources or to

adjust mitigation measures where required.

E3-2

#### Actions and resources

#### related to water and marine

#### resources

In 2025, Kenmare took the following actions

to manage water resources and mitigate the

identified material risk:

1. Optimise the mining pond levels to

minimise mining seepage losses

Pond levels continue to be managed to

reduce seepage losses and improve overall

water retention. No material expenditure has

been noted in 2025.

2. Water recovery and reuse throughout

the mining process

Finishing ponds and sumps were constructed

at WCP B in Pilivili, to intercept and reuse

mining seepage and tails losses to minimise

the raw water demand, and to support the

recirculation of process water. Efforts were

also made to enhance the recovery of the

Mineral Separation Plant’s (MSP) reject water.

Recovery of MSP reject water will continue

throughout 2026 and remain a long-term

operational priority, forming part of Kenmare’s

ongoing programme to enhance water

recirculation efficiency and reduce raw water

67

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

abstraction across operations. The Talweg

sump construction was completed which

allows seepage water to be recirculated

from the Tailings Storage Facility (TSF).

Supernatant water from the TSF will also be

recovered to be reused in the mining process.

These actions help to meet Kenmare’s water

reuse target. The capital expenditure for the

Pilivili infrastructure amounted to around

$3 million in 2025.

3. Enhancement of existing water sources

Action continued to be taken to improve the

availability of existing local water sources

to cater for periods of peak operational

water demand. In 2021 a pipeline and

positive displacement pumping system

were installed to transport HMC from Pilivili

to the MSP. In 2025, Kenmare considered

using the same pipeline to pump water

in the opposite direction. Although this

initiative was not implemented in 2025, the

system infrastructure is in place to enable

water transfer in either direction, allowing

Namalope to recharge during the rainy

season or, alternatively, enabling water to be

pumped from Namalope to Pilivili if required.

In addition, the Namalope wellfield is also in

the process of being expanded through 10

additional boreholes. No material expenditure

has been noted in 2025 as the material

amounts relate to prior years.

#### Planned actions for 2026

The following water management actions are

planned for 2026:

1.  Construction of new water storage

facilities: The WCP C finishing pond will

be upgraded to serve as an additional

interim water storage solution. This is

estimated to amount to around $1 million

and has been prioritised due to the

significance of water management.

2.  Reverse flow along the Pilivili – Namalope

pipeline: although the infrastructure is in

place, the full implementation is planned

only for the next rainy season.

3.  Namalope wellfield expansion:

commissioning of 10 additional boreholes

and deployment of associated pipeline

infrastructure will be undertaken

during 2026.

4.  WCPC finishing pond as water supply to

WCP C: The WCPC finishing pond will be

used as the water supply to the WCP C plant

to enhance water reuse and reduce raw

water makeup from the Namalope wellfield.

E3-3

#### Targets related to water

#### and marine resources

Kenmare’s target for 2025 was to maintain

the level of water reuse at 90%, which

was achieved at 90.5% (2024: 90.9%). The

Company’s medium-term target for 2030 is to

maintain water reuse between 85-90% within

its own operations and is managed through

the Water Stewardship Strategy and is

ultimately linked to the Environmental Policy.

The increased range associated with this

target was set to accommodate increased

slimes management, resulting in potentially

greater water loss or seepage as operations

at WCP A transition from Namalope to

the new Nataka orebody, and as WCP B

transitions from Pilivili to South Mualadi

and to accommodate the introduction of

the first permanent Tailings Storage Facility,

which will temporarily store and recirculate

water. The material risk relating to water is of

potential insufficient water supplies to service

the Mine and processing facilities; meeting

the reuse targets would in turn minimise

the consumption of fresh water. Kenmare

mitigates this risk through the extensive

access to the borefield, the water reuse target

of 90%, its water modelling and forecasting

provided by third-party consultants, and

maintaining a Site-wide water balance.

Based on the 2025 water-use performance,

the Company believes it is on track to

achieve the 2030 target of maintaining water

reuse at 85-90%. This performance reflects

strong recirculation across WCPs and the

MSP and demonstrates that the Site-wide

water balance remains stable, with minimal

reliance on additional raw water abstraction.

Looking ahead to 2026, Kenmare expects

to maintain 87% water reuse, which will be

delivered by actions outlined above. Current

trends indicate that the Site remains well-

positioned to stay within the established

reuse range, provided optimisation measures

continue as planned.

E3-4

#### Water consumption

Item 2024 (m

3

)  2025 (m

3

)

Water consumption 8,218,742 3,838,614

Water consumption in areas at water risk, including areas of high-water stress Not applicable Not applicable

Total water recycled / re-used 231,362,911  235,554,679

Total water stored 12,689,075 9,520,650

Changes in water storage 2,584,870 (3,168,425)

Water intensity ratio (m

3

/ USD) 0.06 0.08

#### Methodology for water metricscalculation

Kenmare has updated the disclosures on water

metrics to those it considers most critical in the

context of its water management activities.



Water consumption is calculated as water

withdrawal minus the water discharge.

Consumption consists primarily of water

held within storage and water recycled

within the various reticulation systems.

The reduced water consumption figure in

2025 with respect to 2024 is primarily due

to the use of stored water.



Water consumption in areas at water

risk is deemed not applicable based

on the assessment made of Kenmare’s

concession via the WRI.



The total recycled water consists of all

process water from the mining, mineral

processing and tailings activities that

is recovered and reused in the mining

activities.



Total water stored is calculated from the

monthly measured operational water body

areas where a historical depth factor of

10m at WCP A and 5m for WCP B and

WCP C is used to determine the storage

volume. The storage at the end of current

reporting year is deducted from the

storage at the end of the previous year to

determine the change in storage.



The intensity ratio is calculated as the total

water withdrawn m

3

/ revenue in USD as

presented in the financial statements.

68

Kenmare Resources plc

#### E3 WATER AND MARINE RESOURCES CONTINUED

![]()

ESRS 2 SBM-2

#### Interests and views

#### of stakeholders

The Company’s workforce is comprised

of employees and non-employees:

employees of the Company are those

in an employment relationship with the

Group as at 31 December 2025, whereas

non-employees are comprised mostly of

independent contractors and casual workers

from the communities surrounding the

Mine operations. All of these workers were

considered as part of the Double Materiality

Assessment process within the Group’s own

workforce. Moreover, on-site contractors

are also present at the Moma Mine; these

workers are employed by Kenmare’s suppliers

and perform services for Kenmare on the

basis of pre-determined services or project

delivery. They are considered as other

workers in the value chain.

As a mining operator in Mozambique, the

successful delivery of Kenmare’s long-term

strategy, to operate responsibly, deliver

long-life, low-cost production, and allocate

capital efficiently, is directly dependent on

maintaining a safe, stable and engaged

workforce. These principles are considered

and monitored by Kenmare when setting

and reviewing its strategy as well as making

operational decisions. Regular engagement

with employees and their representatives

provides insight into working conditions,

safety culture, remuneration expectations,

training needs and diversity and inclusion

priorities.

Kenmare’s success as a business is wholly

dependent on engaged and effective

employees who uphold the Company’s values

of Integrity, Commitment, Accountability,

Respect and Excellence (ICARE). Our

workforce is integral to delivering the

Company’s strategy and business model,

which inherently incorporate respect for

human rights, fair labour practices, and safe

working conditions.

MATERIAL SUB-TOPICS



Freedom of association



Diversity



Training and skills development



Health and Safety

REPORTING EXEMPTIONS

CLAIMED



Disclosure Requirement S1-7 –

Characteristics of non-employees in

the undertaking’s own workforce



Disclosure Requirement S1-8 –

Collective bargaining coverage and

social dialogue



Disclosure Requirement S1-13 –

Training and skills development

metrics



Non-employee figures in relation to

health and safety (S1-14)



Ill-health reporting in relation to

health and safety (S1-14)

69

Annual Report and Accounts 2025

STRATEGIC REPORT

#### S1 OWN WORKFORCE

![]()

ESRS 2 SBM-3

#### Material impacts, risks and opportunities and their interaction with strategy

#### and business model

The Company has identified the following impacts and risks in relation to its own workforce:

Topic

Value chain

location

IRO

classification

Positive/

Negative

Actual/

potential

Time

Horizon

Impact description

Equal treatment

and opportunities

for all – Training

and skills

development

Own

Operations

Impact Positive Actual Short-,

medium-,

and long-

term

Training and skills development supports trainees' work

readiness and allows for career progression by allowing

workers to enhance specialist skills. Training also supports

adherence to health and safety guidelines.

Working conditions

– Health and safety

Own

Operations

Impact Negative Actual Short-,

medium-,

and long-

term

The mining sector present significant inherent health and

safety issues for workers. Without appropriate safeguards

and controls in place, this could lead to non-fatal and fatal

injuries for workers.

Equal treatment

and opportunities

for all – Diversity

Own

Operations

Impact Positive Actual Short-,

medium-,

and long-

term

Promoting diversity within the workforce yields benefits

such as improved safety, increased innovation, and a

stronger company culture.

Working

conditions -

Freedom of

association, the

existence of works

councils and

the information,

consultation and

participation rights

of workers

Own

Operations

Impact Negative Potential Short-,

medium-,

and long-

term

Lack of freedom of association would impact the ability

for workers to protect their rights, promote social dialogue

and ensure favourable working conditions, safety and

fair wages.

Working

conditions -

Health and safety

Own

Operations

Risk – – Short-,

medium-,

and long-

term

Mining presents inherent safety risks to the workforce. The

improper use of machinery, poor maintenance, technical

failure of certain equipment or failure to meet and maintain

appropriate safety standards could result in significant injury

or loss of life. This would lead to reputational damage for

Kenmare, as well as increase in costs due to potential fines,

legal action and industrial action.

The identified material impacts and risks

are closely related to the Company’s day-

to-day business operations, as well as its

overall business model and strategy, with

direct implications for production stability,

cost structure, regulatory compliance and

social licence to operate. They inform and

contribute to the Company’s business model

as follows:

1. Operational Safety & Mining Activities

Mining presents inherent safety risks to the

workforce. The improper use of machinery,

poor maintenance, technical failure of certain

equipment or failure to meet and maintain

appropriate safety standards could result

in significant injury, loss of life or significant

negative impact on the surrounding

environment and/or communities. Health

and Safety is therefore regarded not only

as a material negative impact for its effect

on employees, but is also a principal risk

of the Company, leading to the continuous

strengthening of the “Trabalho Seguro” (“Safe

Work”) safety initiative focusing on the core

value of prioritising employee well-being and

safe day-to-day operations above all else.

2. Local Employment Model

Kenmare is committed to upholding the

regulatory requirement on localisation of the

workforce by maintaining, and where possible

exceeding, 97% Mozambican representation

in the workforce. This requirement leads to

material impacts related to skills development,

local recruitment, training, and human-rights

considerations related to employment practices

in a remote region. Skills gaps have influenced

investment in a local training institute and

technical upskilling programmes. Kenmare

respects employees’ right to freedom of

association and collective bargaining without

interference and engages in proactive and

transparent dialogue with the Union Committee.

3. Gender Representation & Workforce

Composition

Gender participation gaps influence the

Company’s efforts to increase women’s

participation in the workforce, including

targeted recruitment, training and a

Women’s Forum.

The negative impacts are related to the core

operations of the Company (i.e. health and

safety implications of mining activities) but

also as a consequence of the remoteness

of the location in which the Company

operates, where access to formal education

and technical training is limited. Health and

safety matters are the ones with the greatest

breadth, applying both to employees and non-

employees within the Company’s workforce,

working directly at the Mine. The remaining

matters, namely diversity, training and freedom

of association, are mostly relevant for the

Company’s employee base, with a greater

focus placed on Kenmare’s Mozambique-

based employees. Kenmare communicates

and engages with its employees regularly

to address any concerns, mitigate negative

impacts and identify opportunities for

improvement in working practices. Moreover,

through its weekly Visible Felt Leadership

initiative and other regular meetings such

as the Women’s Forums, which are sessions

specifically targeted at Kenmare’s female

employees, the Company is able to gain a deep

understanding of the matters most relevant for

its workforce and any sub-groups within it.

70

Kenmare Resources plc

#### S1 OWN WORKFORCE CONTINUED

![]()

Kenmare’s Human Rights and Business

Ethics policies, processes and procedures,

including verification of workers’ ages (18+)

before employment, mean that it has a low

risk of incidents involving the use of forced

or compulsory labour in its workforce. This

risk is more relevant in the wider community,

where Kenmare supports the development

of micro and small enterprises, as well as

businesses within its wider supply chain.

Kenmare has not identified any material

negative impacts on its workforce in relation

to transition plans to a low-carbon economy.

S1-2

#### Processes for engaging

with own workforce and

#### workers’ representatives

#### about impacts

Kenmare places great value on the

importance of communication and regularly

engages with members of its workforce to

identify and address impacts. This open

dialogue is seen as critical for the continued

success of our business. On a quarterly

basis, a meeting with all employees is hosted

by the General Manager where Company

performance is discussed, both operational

and safety. Employees can also apply to have

60-minutes with the General Manager, on

a weekly basis to discuss any critical issues

and offer suggestions on how to improve the

business. Employees are also encouraged to

discuss any issues with their managers and

the Human Resources function. Kenmare

runs a biennial employee engagement survey

to seek feedback from its staff, including

effectiveness of communications.

The General Manager and HR team attend

quarterly and annual review meetings with the

union to negotiate salary rises and conditions

of employment which are covered by

negotiated multi-year agreements. Trade union

representatives/focal points have monthly

meetings with each Kenmare department,

fostering proactive and transparent dialogue.

The Board has also designated Mette Dobel

as the Non-Executive Director responsible for

engagement with the Group’s workforce. As

part of her engagement, Mette Dobel assesses

the effectiveness of worker engagement and

determines whether additional matters should

be brought to the attention of management

and/or the Board. Additionally, quarterly town

hall meetings are hosted by the General

Manager for site employees to provide key

operational updates and other topics of

interest, as well as by the Managing Director

with the corporate staff.

S1-3

#### Processes to remediate

negative impacts and

#### channels for own workers

#### to raise concerns

There are a number of mechanisms for

employees to raise concerns, including with

their Line Manager, Department Head or

HR representative, or through Safecall, an

independent confidential whistleblowing

channel. Investigations are carried out by

the Internal Auditor, or, where they cannot

investigate it, they will consult the Chair of

Kenmare’s Audit & Risk Committee (ARC),

an Independent Non-Executive Director.

Please refer to the Business Conduct section

of this report for additional information on

Safecall and the processes in place that

support whistleblowers. If a matter is raised

through a Line Manager, Head of Department

or HR representatives, these complaints

are all logged within a grievance register

maintained by the HR team and managed

by the team until a resolution is reached.

Moreover, concerns may also be raised as

part of private session with the General

Manager and through trade union meetings.

Internal Audit discuss the findings of the

Safecall investigations with the ARC. Even if

the reports are found to be unsubstantiated,

Internal Audit and the ARC review the

circumstances of the report and determine

whether current practices could be improved

in future. The Company continues to engage

with employees on the channels for raising

concern, including increasing awareness on

options available and the use of Safecall and

the ability to remain anonymous.

S1-6

Characteristics of the

#### undertaking’s employees

Within this section is information in relation to

Kenmare’s workforce, specifically in relation

to Kenmare’s own employees. Kenmare is

applying the phase in provisions for metrics

related to non-employees (S1-7). The

numbers provided below relate to average

number of employees on a headcount

basis, including permanent and temporary

employees, and these figures have been

rounded to the closest unit measurement.

Reduction in employee headcount on

average is related to a retrenchment process,

both mandatory and voluntary, which began

towards the end of 2025. The only country in

which Kenmare has more than 50 employees

is Mozambique, with an average workforce

on a headcount basis being composed of

1,408 males (2024: 1,437) and 307 female

(2024: 292).

71

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

Gender

Number of employees

(headcount) –2024

1

Number of employees

(headcount) –2025

Male  1,458 1,424

Female  303 316

Other  N/A N/A

Not reported  N/A N/A

Total employees (average)  1,761 1,740

2024 2025

(Headcount – average)  Female  Male  Other

Not

disclosed  Total  Female  Male  Other

Not

disclosed  Total

Number of employees  303 1,458 0 0 1,761 316 1,424 0 0 1,740

Number of permanent

employees  230 1,350 0 0 1,580 242 1,323 0 0 1,565

Number of temporary

employees  73 108 0 0 181 73 102 0 0 175

Number of

non-guaranteed hours

employees  0 0 0 0 0 0 0 0 0 0

1

In the FY2024 Sustainability Statement, the headcount figures were presented as at 31 December 2024. In order to align with the financial statement presentation, the FY 2025 figures have been presented as an

average during the year, and the 2024 headcount figures have been updated to reflect the same methodology.

#### Health and safety

S1-1

#### Policy

Fostering a “Safe and engaged workforce”

is one of the four pillars of Kenmare’s

sustainability strategy and is central to

the decision-making at every stage of its

activity. Kenmare is committed to preventing

and mitigating any safety incidents and

their impacts, and to identifying and

capturing opportunities to deliver positive

improvements in safety. Kenmare’s health

and safety governance includes input from

management and employee committees,

which carefully manage strategic and tactical

health and safety risks and opportunities at

all levels of the business.

Kenmare’s leadership aims to ensure each

employee and contractor returns home

safely at the end of each shift and the

Company’s top priority is to strive for a

zero-harm working environment. Achieving

this shared goal depends on Kenmare

employees’ commitment, their engagement

and awareness, training and, ultimately, their

behaviour.

Kenmare’s Health and Safety Policy sets

out the Company’s commitment to health

and safety initiatives and obligations, as

well as adopting zero-harm principles and

that health and safety hazards and risks

associated with all activities at Kenmare

are identified, evaluated, and controlled.

The Policy is applicable to all of Kenmare’s

workforce and anyone working on its behalf.

The Sustainability Committee, and Board of

Directors have responsibility for overseeing

Company-wide compliance to the Health

and Safety Policy. The Executive Committee

is responsible for ensuring that the Policy is

implemented by site leadership. The Policy

is available on Kenmare’s public website and

intranet for Kenmare’s Mozambican workforce

in both English and Portuguese.

S1-4

S1-5

#### Actions and targets

Kenmare implements a comprehensive set of

actions, programmes and allocated resources

to manage material health and safety impacts

and risks relating to its own workforce.

These actions form part of the Company’s

risk-based Health and Safety Management

System. While the Company has a target

related to its Lost Time Injury Frequency

Rate, this is not comparable to the metrics in

this statement.

The current Health and Safety management

system is audited by The National

Occupational Safety Association (NOSA).

NOSA is a South African company that

certifies custom made EHS management

systems; it is a risk-based management

system, designed to anticipate and prevent

harm to people, assets and communities, with

a strong focus on operational controls.

In addition to annual auditing by NOSA,

Kenmare has implemented a range of

preventative and mitigating actions focused

on eliminating or reducing health and safety

impacts and related risks for its workforce,

including:



A hazard identification and risk

management framework incorporating

Take 5, General Task Assessment, permit-

to-work, and detailed risk assessments,

backed up by critical audits and monthly

inspections.



Leadership safety observations and field

coaching focused on high-risk tasks to

reinforce safe behaviours via Visible Felt

Leadership sessions.



Formal investigations of safety incidents,

with lessons learned used to adjust

controls and improve practices.



Enforcement of a zero-tolerance

alcohol and drug policy, supported by

comprehensive monitoring programmes

for employees and contractors.



Contractor management processes,

including risk-based supplier categorisation,

master safety file tripartite approval,

onboarding requirements (medical

surveillance, induction, SOP training), and

non-conformance procedures.



Continuous safety campaigns,

including the 2024 “Trabalho Seguro”

philosophy on which EHS management

is based, promoting authentic safety

leadership, collaborative culture and

active participation at all levels of the

organisation.



Integration of health and safety metrics

into annual incentive plans for Executives

and employees to reinforce accountability.

72

Kenmare Resources plc

#### S1 OWN WORKFORCE CONTINUED

![]()

The actions above prioritise increasing

visibility and understanding around health

and safety matters and represent ongoing

efforts in managing health and safety, which

precede CSRD requirements. As such,

there is no material expenditure identified

for the reporting period. Health and safety

statistics are collected on a monthly basis

and presented to the Executive Committee

and to the Sustainability Committee and

Board on a regular basis, supporting the

Company to track the effectiveness of the

actions it has put in place. The activities

described above also allow the Company to

gain an understanding of whether there are

deficiencies in the current processes, allowing

for mitigations to be put in place in a timely

and proactive manner. There were no material

capital or operating expenditures related to

the actions above in the reporting year.

#### Metrics

The numbers below refer to Kenmare’s health

and safety performance, in accordance with

the requirements of ESRS S1-14. The figures

relate to employees only, as Kenmare is

availing of the exemption to not report on

non-employees as part of the Omnibus “quick

fix” package. Fatality figures relate to both

employees and on-site contractors, who are

deemed to be workers in the value chain. The

Health and Safety system does not cover

corporate employees (Ireland, UK and China).

With regards to work-related accidents, these

constitute incidents marked as either Medical

Aid Injuries or Lost Time Injuries.

Percentage of workforce covered by H&S system  2024  2025

Percentage of employees  98% 98%

Fatalities

1

2024  2025

Employees  – –

Other workers on site  – –

Total number of fatalities  – –

Work-related accidents 2024  2025

Total work accidents – employees  4 9

Rate of work-related accidents  0.96 2.6

1

The fatality which occurred in September 2025 does not feature in Kenmare’s reporting on fatalities because it follows ICMM safety reporting guidelines which excludes injuries and

fatalities relating to incidents of criminality or violence against workers, including security personnel.

73

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

#### Diversity

S1-1

#### Policy

Kenmare is working towards improved

gender representation across its business. Its

Employment Policy sets out its commitment

to treating all employees equally, regardless

of sex, gender, gender identity, sexual

orientation, age, disability, race or ethnicity,

religious belief, social origin, and tackling

other forms of discrimination. The Company

provides equal opportunities in recruitment,

training and development and fosters a

culture that leverages Kenmare’s employees’

different skills and traditions. It has a strategy

of increasing the number of Mozambican

nationals employed in the workforce at all

levels of seniority and targeting increased

gender diversity at all levels of the

organisation, including the Board of Directors.

Kenmare’s commitment to a diverse

and inclusive culture is underpinned by

our Employment Policy, which lays out

Kenmare’s expectations of its employees in

relation to gender diversity, representation

of Mozambicans including employees

from host communities, and an inclusive

culture. Kenmare’s Board of Directors has

responsibility for overseeing Group-wide

compliance with the Employment Policy, while

the Executive Committee and site leadership

ensure implementation of this Policy. The

Policy is applicable to all employees and

Kenmare suppliers are required to adhere to

Kenmare’s Supplier Code of Conduct, which

covers the key elements of this Policy. The

Employment Policy is available on Kenmare’s

public website and on the internal intranet

in both English and Portuguese. Employees

undergo regular training on the contents of

this Policy. Kenmare commits to investigating

and dealing with breaches of this Policy in

accordance with Kenmare’s grievance and

disciplinary processes, treating allegations

in confidence, and protecting employees

who raise a breach from victimisation or

detrimental treatment.

S1-4

#### Actions

Towards the end of 2025, the Company

underwent a retrenchment process,

comprised of both mandatory and voluntary

redundancies. This followed a consultation

period with trade unions, local authorities

and other relevant stakeholders. Despite

this, Kenmare continues to strive to be the

employer of choice in the Mozambican labour

market. It attracts experienced talent as well

as graduates and was able to maintain female

representation across the Company in 2025.

Kenmare has several programmes in place

to address cultural expectations that,

historically, meant fewer women relative

to men have entered the Mozambican

mining industry and to expand the limited,

local, further education options for women.

During 2025, Kenmare provided support to

entry-level employees and interns. These

programmes included the Female Heavy

Mobile Equipment Development programme,

the Technical Development Programme

and internships. However due to the

retrenchment process, these programmes will

be paused from 2026.

To address the challenges women can face in

managing family life and the working patterns

in the Mine, the Company provides two

months of maternity leave above the three

months legally required and flexible rosters,

which enable women to have shorter rotation

shifts in the first six months after returning

from maternity leave. Kenmare has also

introduced an allowance system aimed to

facilitate female employees to live with their

babies while on site at Moma.

S1-5

#### Targets

Kenmare had a Site-based target of

increasing the number of female employees

in the Moma workforce to 18.5%. In 2025,

women held key management positions in

operations, mining, mine technical, health,

safety and environment, and as deputy

country manager. Kenmare was just short of

achieving this target at 18.2% in 2025, mainly

due to a freezing of recruitment in the second

half of 2025, and the terminations that took

place towards the end of the year. Kenmare’s

2026 target is related to its Mozambique

operations and is qualitative, given some of

the impacts of the retrenchment will only

take effect in 2026. These qualitative targets

include reporting monthly on gender split

per job level, including new resignations and

promotions, and working towards having

each new job opening having an equal

representation between female and male

candidates. Kenmare is reviewing its 2030

target of 22% female representation, in light

of the recent retrenchment programme.

Kenmare do not have any actions or targets

in relation the combined Site and corporate

senior management female representation or

for age group representation in the workforce.

#### Metrics

The numbers provided below relate to average

number of employees on a headcount basis.

Senior management for Site employees is

defined to be Senior Management Levels

(Head of Department and General Manager),

whereas for Corporate employees this relates

to the Executive Committee members. For

female employee representation for which

Kenmare does have target, please refer to S1-6.

2024  2025

Gender distribution at top management level

Number

(average)  Percentage

Number

(average)  Percentage

Female  11 30% 8 26%

Male  26 70% 22 74%

Other  N/A N/A N/A N/A

Not reported  N/A N/A N/A N/A

Total senior management  37 30

Age distribution of employees 2024  2025

Under 30 years old  17% 14%

30 – 50 years old  70% 72%

Over 50 years old  13% 14%

74

Kenmare Resources plc

#### S1 OWN WORKFORCE CONTINUED

![]()

#### Training and skills

#### development

S1-1

#### Policy

Kenmare is committed to developing the

skills and technical competence of its

workforce. Its short-term organisational

objective is to increase trainees’ work

readiness and facilitate the career

progression of more employees in operator,

technical and specialist positions. Talent

management is the single most important

HR activity that ensures the long-term

sustainability of human capital and is given

a high priority in the Company. Kenmare’s

expectations around training are managed as

part of the Employment Policy.

S1-4

S1-5

#### Actions and targets

Training is, primarily, focused on safety,

supervisory and leadership development, and

enhancing specialist skills. This is provided

in accordance with the findings of a training

needs analysis tool to identify where the

workforce training gaps are and to identify

appropriate actions in response. An annual

training calendar describes all training

courses planned, and these are tracked

monthly.

All new Kenmare employees undertake an

induction programme that covers different

organisational, labour and safety topics

and they attend a plant-specific safety

programme before they start work at Site.

In addition, internal and specific training

programmes are offered to ensure employees

grow and work effectively in their role.

Kenmare does not currently have specific

targets around training. Kenmare is availing

of the reporting exemption with regards to

S1-13 metrics as part of the Omnibus “Quick

fix” package.

#### Freedom of association

S1-1

#### Policy

Kenmare respects employees’ right to

freedom of association and collective

bargaining without interference and freedom

from discrimination. Freedom of association

matters are managed through the Freedom

of Association Policy, which is applicable to

workers at the Moma Mine, our Mozambican

offices in Nampula and Maputo and our head

office in Dublin, Ireland. The Policy sets out

Kenmare’s commitment to respecting every

employee’s right to freely associate and

bargain collectively without interference or

discrimination and engaging in good faith

with chosen employee representatives, whilst

providing grievance mechanisms for receiving

and addressing complaints of violations of

this Policy. The Sustainability Committee

has responsibility for overseeing Group-wide

compliance with the Freedom of Association

Policy, while the Executive Committee and

site leadership ensure implementation of this

Policy. This is available on Kenmare’s public

website and on-site intranet in both English

and Portuguese.

S1-4

S1-5

#### Actions and targets

The Company promotes an open dialogue

with the union SINTICIM, which has a full-

time representative at Moma on full pay.

The General Manager and HR team also

attend quarterly and annual review meetings

with the union to negotiate salary rises and

conditions of employment. Trade union

representatives/focal points have monthly

meetings with each Kenmare department,

fostering proactive and transparent dialogue.

Kenmare does not currently have specific

targets around this topic. Kenmare is availing

of the reporting exemptions available for S1-8

as part of the Omnibus “Quick fix” package.

S1-17

#### Incidents, complaints

#### and severe human rights

#### impacts

S1-1

#### Respect for human rights

Kenmare is committed to upholding human

rights in its own operations, in the companies

it works with, and in the communities where

it operates. Kenmare’s approach is outlined

in its Human Rights Policy, Business Ethics

Policy, and Supplier Code of Conduct,

which are discussed in greater detail in the

Business Conduct section of this report.

Kenmare respects key international human

and labour rights standards included in

the International Bill of Human Rights, the

Universal Declaration of Human Rights,

the UN Guiding Principles on Business and

Human Rights and the OECD Guidelines

for Multinational Enterprises, and the

International Labour Organisation’s (ILO)

Declaration on Fundamental Principles and

Rights at Work. Its Policy on Human Rights

explicitly prohibits forced and child labour

and commits to providing employees with a

work environment free from discrimination.

The Policy prioritises health and safety and

respects employees’ right to freedom of

association and collective bargaining.

Kenmare ensures that adequate management

systems are in place to identify, prevent,

mitigate and remedy any potential adverse

human rights impacts, whether they are

related to the Company’s own workforce,

value chain workers, or affected communities.

In cases where Kenmare was to identify

potential adverse human rights impacts, the

Company has processes in place to address

them promptly.

Employees and contractors are encouraged

to speak up if they observe behaviour that

they believe does not meet Kenmare’s ethical

standards. There are several grievance and

whistleblowing options to enable them to

raise concerns with management. Employees

also have access to a confidential external

reporting line, Safecall, where any grievances

or concerns can be reported anonymously.

Investigations into Safecall whistleblowing

cases are conducted separately from the

management involved in the case. Issues

raised are tracked and followed through and

feedback is provided.

Employees are required to undertake annual

training on Kenmare’s policies, including

the Human Rights Policy. The table below

indicates the number of complaints and

number of incidents raised during the

reporting period via internal grievance

mechanisms or through Safecall.

Total 2024 Total 2025

Total number of incidents of discrimination, including harassment 2 5

Number of complaints filed 23 16

Total amounts of fines or penalties Nil Nil

Number of severe human rights incidents 0 0

Total amounts of fines or penalties Nil Nil

75

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

MATERIAL SUB-TOPICS



Corruption and bribery

#### Material business conduct IROs

As part of the DMA process, the Company has identified the following material IROs in relation

to business conduct matters:

Topic

Value chain

location

IRO

classification

Positive/

Negative

Actual/

potential

Time

Horizon

Impact description

Corruption and

bribery

Own

Operations

Risk – – Short-,

medium-,

and long-

term

Incidents of corruption and bribery within Kenmare’s own

operations would lead to reputational damage, affecting the

company's ability to attract and secure investors, lenders,

employees, suppliers and customers, and maintain its social

and regulatory licence to operate.

Corruption and

bribery

Own

Operations

Risk – – Short-,

medium-,

and long-

term

Bribery and corruption are considered a country-related

risk, given Mozambique’s ranking on the 2024 Corruption

Perceptions Index. Incidents of corruption and bribery in

Kenmare's supply chain could lead to increase in costs,

reputational damage and potential fines and legal action.

ESRS 2 GOV-1

The role of the

#### administrative, supervisory

#### and management bodies

#### Governance of Business Conduct

The Board of Directors bears ultimate

responsibility for Kenmare’s corporate culture,

values and long-term sustainability, including

ethical business conduct, compliance, supply-

chain integrity and stakeholder accountability.

Day-to-day management is delegated to the

Managing Director and Executive Committee,

but the Board retains oversight of strategic

decisions, internal control frameworks,

compliance regimes and policies relevant to

business conduct.

To support this oversight, the Board has

established dedicated Committees, including

the Audit & Risk Committee (ARC) and

the Sustainability Committee. The ARC

oversees the integrity of financial reporting,

internal control systems, risk management,

and compliance with relevant laws and

regulations. The Sustainability Committee

reviews and assures that the Company

maintains effective strategies, policies and

operational controls for managing social,

environmental and business-conduct risks,

including community engagement and

whistleblowing procedures.

#### Expertise of Governance Bodies

The ARC consists of non-executive directors

with financial experience, including a chair

identified as the Committee’s financial

expert, enabling robust oversight of financial

and compliance risks. The Sustainability

Committee comprises non-executive

directors bringing independent oversight to

social, environmental and ethical domains,

including a Chair with extensive Executive

and Leadership capability and experience in

environmental, social and governance issues,

76

Kenmare Resources plc

#### G1 BUSINESS CONDUCT

![]()

including business ethics, at major mining

companies. The Board’s overall composition

favours a balance of operational knowledge,

strategic insight, and independent scrutiny.

Collectively, Board members hold an extensive

level of knowledge and expertise around a

number of matters, including accounting

and finance, sustainability, governance, and

industry specific knowledge. The Sustainability

Committee is composed of three members:

Clever Fonseca, Mette Dobel and is chaired

by Elaine Dorward-King. Collectively, the

Sustainability Committee members bring

extensive experience on decarbonisation,

rehabilitation, health and safety, environmental

management and other relevant areas across

mining, chemicals, engineering and cement

manufacturing industries.

Through this governance framework,

Kenmare ensures that business conduct

matters are systematically overseen, that

relevant expertise is embedded at board

and committee level, and that the Company

remains accountable to shareholders,

employees, suppliers, host communities and

other stakeholders.

G1-1

Corporate culture and

#### business conduct policies

Kenmare is committed to upholding

the highest possible ethical standards.

The Company is committed to acting

professionally, fairly and with integrity in all

business dealings and relationships. Kenmare’s

Business Ethics and Human Rights policies set

out its standards and outline how it manages

impacts, risks and opportunities relating to

its business conduct and corporate culture.

Kenmare updated its purpose “Transforming

resources into opportunities for all” in 2024.

Kenmare’s corporate culture is articulated

through its purpose, values and policies.

Company expectations on conduct and

standards are communicated to Mozambique

based employees when they join the Company,

in a week-long, face-to-face and online

induction programme. Existing employees

are required to complete a refresher training

course on an annual basis. These are

reinforced through ongoing communication

and engagement campaigns. In addition,

Mozambique-based employees must confirm

in writing that they have read the Business

Ethics Policy, understood it and will comply

with it. The majority of Kenmare’s workforce is

literate, but those that need support reading

the policies attend a team session where their

supervisor communicates the Policy content

to them. Additionally, any conflicts of interest

disclosures are obtained from new employees

in Mozambique, as well as on an annual basis

for targeted departments. Leadership also

promotes a culture of personal accountability

and responsibility. Kenmare evaluates its

corporate culture through the following

mechanisms:



Effectiveness of the company’s ongoing

Trabalho Seguro (“Safe Work”) safety

campaign;



Biennial employee engagement survey;



Reports on whistleblowing incidents;



Participation in employee engagement

events; and



Board-led engagement through the

Non-Executive Director responsible for

workforce engagement

The Business Ethics and Human Rights

policies set out the Company’s requirements

and approach to business ethics, anti-bribery

and corruption and human rights matters,

as well as the mechanisms in place for

whistleblowing. These policies are applicable

for all employees of the Company, and any

representatives acting on behalf of Kenmare.

Through its Human Rights Policy, Kenmare

strives to uphold a variety of standards

and frameworks, including the Universal

Declaration of Human Rights, and the OECD

Guidelines for Multinational Enterprises. In

addition, the Company also has a Supplier

Code of Conduct, applicable to all suppliers

of materials, services, equipment and other

material and technical resources to the

Moma Mine, which sets out the Company’s

requirements from its suppliers in order for

Kenmare to manage environmental, social

and governance risks in its supply chain.

The Supplier Code of Conduct covers a

variety of matters, including health and

safety, employment and labour standards,

business integrity and ethics and corporate

citizenship. The Executive Committee and

Site Leadership are accountable for the

implementation of the Business Ethics and

Human Rights Policies, as well as the Supplier

Code of Conduct. These policies are available

on Kenmare’s public website and intranet

in both English and Portuguese, the official

language of Mozambique.

Employees and contractors are encouraged

to speak up if they observe behaviour that

they believe does not meet the Company’s

ethical standards. Anyone with a connection

to Kenmare’s business can anonymously

report conduct that contravenes the law

or any of Kenmare’s policies using an

independent, external line (Safecall). This is

available 24/7 in several languages, including

Portuguese. As set out in the Company’s

Whistleblowing procedure, anyone submitting

a grievance to Safecall can do so by

providing their contact information or on an

anonymous basis.

The Company is subject to legal

requirements under the Protected

Disclosures (Amendment) Act 2022 (the Irish

law transposing Directive (EU) 2019/1937)

regarding the protection of whistleblowers.

Whistleblowers are protected from adverse

treatment and any employees who threaten

or retaliate against whistleblowers will face

disciplinary action. However, if Kenmare

concludes that a whistleblower’s concerns

are made maliciously or in bad faith, they may

be subject to disciplinary action.

Kenmare’s management will not tolerate any

retaliation, victimisation, or harassment of a

whistleblower. Any whistleblower who feels

that they have been retaliated against during

and/or after a Safecall investigation can

reach out via the Safecall platform or directly

to the Group Internal Auditor to make their

concerns known. Any confirmed incidents

of retaliation will be dealt with through the

Kenmare disciplinary procedures.

Investigations into Safecall whistleblowing

cases are conducted promptly, independently

and objectively, following a Standard

Operating procedure which governs the

process. They are investigated separately

from the management involved in the case.

Reports are dealt with by Kenmare’s internal

auditor and General Counsel. Reports

against those individuals are dealt with by

the Company Secretary. All reports and

outcomes (substantiated or unsubstantiated)

are presented to Kenmare’s Audit & Risk

Committee.

As part of the training programme on

corporate policies, employees receive a

Business Ethics Policy including anti-bribery

and corruption training upon joining the

Company, which they repeat on an annual

basis. Bribery and corruption risks include

both the offering or receiving of a bribe or

favour. On this basis, Kenmare regards the

functions most at risk from bribery and

corruption are its procurement/supply chain,

community relations and human resources

functions. In addition, as the finance function

is involved in making all payments, it may

face bribery and corruption risks as well. All

functions identified as at risk are covered

by the annual refresher training programme.

Online training modules on business ethics,

including anti-bribery and corruption, are

made available to head office staff, the

Executive Committee and the Board of

Directors.

77

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

G1-3

Prevention and

detection of corruption and

#### bribery

Kenmare applies the Business Ethics Policy

to prevent, detect and address allegations

or incidents of corruption and bribery. All

functions identified as at risk are covered

by the annual refresher training programme.

Whistleblowers can report incidents of

corruption and bribery (a) to their line

manager or relevant departments head;

(b) through the Safecall process described

above, or (c) by reporting the matter directly

to the Chair of the Audit & Risk Committee

(ARC) or Kenmare’s General Counsel, who

would then formally investigate claims in an

independent and confidential manner. Any

investigations and outcomes in relation to

anti-bribery and corruption matters would be

reported to the Audit & Risk Committee.

Additional measures the Company has

in place to prevent, detect and address

allegations and/or incidents of corruption and

bribery include:



ensuring accounting systems are in

place with authorisation limits and other

controls to mitigate fraud;



the internal audit function reviewing and

testing systems and controls with any

fraud detected reported to the ARC and

Board and appropriate action taken;



provision of the whistleblowing procedure

and service (Safecall), with any matters

reported investigated and reported to the

ARC and Board;



exercise of tight financial control with

monthly report analysis investigating any

variances.

G1-4

Confirmed incidents of

#### corruption or bribery

In 2025, there were no convictions or fines

in relation to Kenmare for violation of anti-

corruption and anti-bribery laws. There was

one Safecall report relating to bribery and

corruption during the reporting period. The

Safecall report involved allegedly fraudulent

activities performed by an employee. The

investigation into this matter was managed

through Kenmare’s internal disciplinary

process and resulted in the dismissal of the

involved parties.

There have been no bribery and corruption

incidents that have come to the Company’s

attention outside of whistleblowing channels.

As there have been no convictions for

violations of anti-corruption and anti-bribery

laws in the reporting period, there have been

no resulting actions undertaken to address

breaches.

78

Kenmare Resources plc

#### G1 BUSINESS CONDUCT CONTINUED

![]()

#### List of datapoints in cross-cutting and topical standards that derive from other

#### EU legislation

Disclosure requirement and related data point  SFDR reference Pillar 3 reference

Benchmark

Regulation reference

EU Climate Law

reference

ESRS 2 GOV-1

Board’s gender diversity paragraph 21 (d)

41 41

ESRS 2 GOV-1

Percentage of board members who are independent

paragraph 21 (e)

41

ESRS 2 GOV-4

Statement on due diligence paragraph 30

42

ESRS 2 SBM-1

Involvement in activities related to fossil fuel

activities paragraph 40 (d) i

Not material Not material Not material

ESRS 2 SBM-1

Involvement in activities related to chemical

production paragraph 40 (d) ii

Not material Not material

ESRS 2 SBM-1

Involvement in activities related to controversial

weapons paragraph 40 (d) iii

Not material Not material

ESRS 2 SBM-1

Involvement in activities related to cultivation and

production of tobacco paragraph 40 (d) iv

Not material

ESRS E1-1

Transition plan to reach climate neutrality by 2050

paragraph 14

57

ESRS E1-1

Undertakings excluded from Paris-aligned

Benchmarks paragraph 16 (g)

59 59

ESRS E1-4

GHG emission reduction targets paragraph 34

58 58 58

ESRS E1-5

Energy consumption from fossil sources

disaggregated by sources (only high climate impact

sectors) paragraph 38

60

ESRS E1-5

Energy consumption and mix paragraph 37

60

ESRS E1-5

Energy intensity associated with activities in high

climate impact sectors paragraphs 40 to 43

60

ESRS E1-6

Gross Scope 1, 2, 3 and Total GHG emissions

paragraph 44

61 61 61

ESRS E1-6

Gross GHG emissions intensity paragraphs 53 to 55

61 61 61

ESRS E1-7

GHG removals and carbon credits paragraph 56

62

ESRS E1-9

Exposure of the benchmark portfolio to climate-

related physical risks paragraph 66

Phase in

79

Annual Report and Accounts 2025

STRATEGIC REPORT

#### APPENDIX 1

![]()

Disclosure requirement and related data point  SFDR reference Pillar 3 reference

Benchmark

Regulation reference

EU Climate Law

reference

ESRS E1-9

Disaggregation of monetary amounts by acute and

chronic physical risk paragraph 66 (a)

ESRS E1-9

Location of significant assets at material physical

risk paragraph 66 (c).

Phase in

ESRS E1-9

Breakdown of the carrying value of its real estate

assets by energy-efficiency classes paragraph 67 (c).

Phase in

ESRS E1-9

Degree of exposure of the portfolio to climate-

related opportunities paragraph 69

Phase in

ESRS E2-4

Amount of each pollutant listed in Annex II of the

E-PRTR Regulation (European Pollutant Release

and Transfer Register) emitted to air, water and soil,

paragraph 28

Not material

ESRS E3-1

Water and marine resources paragraph 9

66

ESRS E3-1

Dedicated policy paragraph 13

67

ESRS E3-1

Sustainable oceans and seas paragraph 14

67

ESRS E3-4

Total water recycled and reused paragraph 28 (c)

68

ESRS E3-4

Total water consumption in m 3 per net revenue on

own operations paragraph 29

68

ESRS 2- SBM 3

E4 paragraph 16 (a) i

52

ESRS 2- SBM 3

E4 paragraph 16 (b)

52

ESRS 2- SBM 3

E4 paragraph 16 (c)

52

ESRS E4-2

Sustainable land / agriculture practices or policies

paragraph 24 (b)

Phase in

ESRS E4-2

Sustainable oceans / seas practices or policies

paragraph 24 (c)

Phase in

ESRS E4-2

Policies to address deforestation paragraph 24 (d)

Phase in

ESRS E5-5

Non-recycled waste paragraph 37 (d)

Not material

ESRS E5-5

Hazardous waste and radioactive waste paragraph 39

Not material

ESRS 2- SBM3 - S1

Risk of incidents of forced labour paragraph 14 (f)

75

ESRS 2- SBM3 - S1

Risk of incidents of child labour paragraph 14 (g)

75

80

Kenmare Resources plc

#### APPENDIX 1 CONTINUED

![]()

Disclosure requirement and related data point  SFDR reference Pillar 3 reference

Benchmark

Regulation reference

EU Climate Law

reference

ESRS S1-1

Human rights policy commitments paragraph 20

75

ESRS S1-1

Due diligence policies on issues addressed by

the fundamental International Labor Organisation

Conventions 1 to 8, paragraph 21

75

ESRS S1-1

processes and measures for preventing trafficking in

human beings paragraph 22

75

ESRS S1-1

workplace accident prevention policy or

management system paragraph 23

75

ESRS S1-3

grievance/complaints handling mechanisms

paragraph 32 (c)

71

ESRS S1-14

Number of fatalities and number and rate of work-

related accidents paragraph 88 (b) and (c)

73 73

ESRS S1-14

Number of days lost to injuries, accidents, fatalities

or illness paragraph 88 (e)

Phase in

ESRS S1-16

Unadjusted gender pay gap paragraph 97 (a)

Not material Not material

ESRS S1-16

Excessive CEO pay ratio paragraph 97 (b)

Not material

ESRS S1-17

Incidents of discrimination paragraph 103 (a)

75

ESRS S1-17

Non-respect of UNGPs on Business and Human

Rights and OECD Guidelines paragraph 104 (a)

75 75

ESRS 2- SBM3 – S2

Significant risk of child labour or forced labour in the

value chain paragraph 11 (b)

75

ESRS S2-1

Human rights policy commitments paragraph 17

Phase in

ESRS S2-1

Policies related to value chain workers paragraph 18

Phase in

ESRS S2-1

Non-respect of UNGPs on Business and Human

Rights principles and OECD guidelines paragraph 19

Phase in Phase in

ESRS S2-1

Due diligence policies on issues addressed by

the fundamental International Labor Organisation

Conventions 1 to 8, paragraph 19

Phase in

ESRS S2-4

Human rights issues and incidents connected to its

upstream and downstream value chain paragraph 36

Phase in

ESRS S3-1

Human rights policy commitments paragraph 16

Phase in

81

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Disclosure requirement and related data point  SFDR reference Pillar 3 reference

Benchmark

Regulation reference

EU Climate Law

reference

ESRS S3-1

non-respect of UNGPs on Business and Human

Rights, ILO principles or OECD guidelines

paragraph 17

Phase in Phase in

ESRS S3-4

Human rights issues and incidents paragraph 36

Phase in

ESRS S4-1

Policies related to consumers and end-users

paragraph 16

Not material

ESRS S4-1

Non-respect of UNGPs on Business and Human

Rights and OECD guidelines paragraph 17

Not material Not material

ESRS S4-4

Human rights issues and incidents paragraph 35

Not material

ESRS G1-1

United Nations Convention against Corruption

paragraph 10 (b)

77

ESRS G1-1

Protection of whistle- blowers paragraph 10 (d)

77

ESRS G1-4

Fines for violation of anti-corruption and anti-

bribery laws paragraph 24 (a)

77 77

ESRS G1-4

Standards of anti- corruption and anti- bribery

paragraph 24 (b)

77

82

Kenmare Resources plc

#### APPENDIX 1 CONTINUED

![]()

IRO-2

#### Disclosure requirements in ESRS covered by the undertaking’s sustainability

#### statement

Based on the outcome of the DMA process described above, Kenmare was able to determine which topical standards it should disclose as part

of this sustainability statement. Kenmare has included disclosures in relation to policies, actions and targets in relation to its material IROs as part

of this statement. For metric related disclosures, the Company determined which disclosure requirements to be reported based on the identified

IROs and their related topics, as well as the materiality of information principle required by the ESRS. Page references to material disclosure

requirements are outlined below.

#### List of Disclosure Requirements complied with in preparing the sustainability statement following the outcome

#### of the DMA

Disclosure requirements included in the sustainability statement

Location of disclosure

requirement (page number)

GENERAL DISCLOSURES

Disclosure Requirement BP-1 – General basis for preparation of sustainability statements 39

Disclosure Requirement BP-2 – Disclosures in relation to specific circumstances 39

Disclosure Requirement GOV-1 – The role of the administrative, management and supervisory bodies 40-41

Disclosure Requirement GOV-2 – Information provided to and sustainability matters addressed by the

undertaking’s administrative, management and supervisory bodies

41-42

Disclosure Requirement GOV-3 – Integration of sustainability-related performance in incentive schemes 42

Disclosure Requirement GOV-4 – Statement on due diligence 42

Disclosure Requirement GOV-5 – Risk management and internal controls over sustainability reporting 42

Disclosure Requirement SBM-1 – Strategy, business model and value chain 43

Disclosure Requirement SBM-2 – Interests and views of stakeholders  43-45

Disclosure Requirement SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and

business model

48-53

Disclosure Requirement IRO-1 – Description of the process to identify and assess material impacts, risks and

opportunities

46-47

Disclosure Requirement IRO-2 – Disclosure requirements in ESRS covered by the undertaking’s sustainability

statement

83-84

ENVIRONMENTAL INFORMATION

ESRS E1 Climate Change

Disclosure requirement related to ESRS 2 GOV-3 – Integration of sustainability-related performance in incentive

schemes

42

Disclosure Requirement E1-1 – Transition plan for climate change mitigation 57

Disclosure Requirement related to ESRS 2 SBM-3 – Material IROs and their interaction with strategy and business

model

56

Disclosure requirement related to ESRS 2 IRO-1 – Description of the processes to identify and assess material

climate-related IROs

54-55

Disclosure Requirement E1-2 – Policies related to climate change mitigation and adaptation 57

Disclosure Requirement E1-3 – Actions and resources in relation to climate change policies 58-59

Disclosure Requirement E1-4 – Targets related to climate change mitigation and adaptation 58

Disclosure Requirement E1-5 – Energy consumption and mix 60

Disclosure Requirement E1-6 – Gross Scopes 1, 2, 3 and Total GHG emissions 61

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Disclosure requirements included in the sustainability statement

Location of disclosure

requirement (page number)

Disclosure Requirement E1-8 – Internal carbon pricing 62

Disclosure requirements included in the sustainability statement

Location of disclosure

requirement (page number)

ESRS E3 Water and Marine Resources

Disclosure Requirement related to ESRS 2 IRO-1 – Description of the processes to identify and assess

material water and marine resources-related impacts, risks and opportunities

66

Disclosure Requirement E3-1 – Policies related to water and marine resources 67

Disclosure Requirement E3-2 – Actions and resources related to water and marine resources 67-68

Disclosure Requirement E3-3 – Targets related to water and marine resources 68

Disclosure Requirement E3-4 – Water consumption 68

SOCIAL INFORMATION

ESRS S1 Own workforce

Disclosure Requirement related to ESRS 2 SBM-2 – Interests and views of stakeholders 69

Disclosure Requirement related to ESRS 2 SBM-3 – Material impacts, risks and opportunities and their

interaction with strategy and business model

70

Disclosure Requirement S1-1 – Policies related to own workforce 72,74,75

Disclosure Requirement S1-2 – Processes for engaging with own workforce and workers’ representatives

about impacts

71

Disclosure Requirement S1-3 – Processes to remediate negative impacts and channels for own workforce

to raise concerns

71

Disclosure Requirement S1-4 – Taking action on material impacts on own workforce, and approaches to

managing material risks and pursuing material opportunities related to own workforce, and effectiveness of

those actions

72-75

Disclosure Requirement S1-5 – Targets related to managing material negative impacts, advancing positive

impacts, and managing material risks and opportunities

72-75

Disclosure Requirement S1-6 – Characteristics of the undertaking’s employees 71-72

Disclosure Requirement S1-9 – Diversity metrics 74

Disclosure Requirement S1-14 – Health and safety metrics 73

Disclosure Requirement S1-17 – Incidents, complaints and severe human rights impacts 75

GOVERNANCE INFORMATION

ESRS G1 Business Conduct

Disclosure Requirement related to ESRS 2 GOV-1 – The role of the administrative, supervisory and management

bodies

76

Disclosure Requirement related to ESRS 2 IRO-1 – Description of the processes to identify and assess material

impacts, risks and opportunities

46

Disclosure Requirement G1-1 – Business conduct policies and corporate culture 77

Disclosure Requirement G1-3 – Prevention and detection of corruption and bribery 78

Disclosure Requirement G1-4 – Incidents of corruption or bribery 78

84

Kenmare Resources plc

#### APPENDIX 1 CONTINUED

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#### Limited Assurance Report

#### on the Sustainability

#### Statement

#### Our limited assurance qualifiedconclusion

We have performed a limited assurance

engagement on the sustainability reporting

included in the Sustainability Statement

(the ‘Sustainability Statement’) of Kenmare

Resources Plc (“Kenmare” or “the Entity”)

included in section Sustainability Statement

on pages 38 to 84, which is a dedicated

section of the Director’s Report of Kenmare

for the year ended 31 December 2025

prepared in accordance with Part 28 of the

Companies Act 2014.

Based on the procedures performed and

evidence obtained, except for the effects of

the matter described in the Basis for Qualified

Conclusion paragraph, nothing has come to

our attention to cause us to believe that the

Entity’s Sustainability Statement for the year

ended is not prepared, in all material respects,

in accordance with Part 28 of the Companies

Act 2014, including:



the compliance of the Sustainability

Statement with the European

Sustainability Reporting Standards

(ESRS);



the process carried out by the Entity to

identify material sustainability related

impacts, risks, and opportunities in

accordance with ESRS;



the compliance with the reporting

requirements of Article 8 of Regulation

(EU) 2020/852 (the “Taxonomy

Regulation”); and



compliance with the requirement to

mark up the Sustainability Statement

in accordance with Section 1600 of the

Companies Act 2014.

#### Basis for qualified conclusion –scope limitation

We conducted our limited assurance

engagement in accordance with International

Standard on Assurance Engagements

(ISAE) (Ireland) 3000, as adopted by the

Irish Auditing and Accounting Supervisory

Authority (IAASA). Our responsibilities under

this standard are further described in the

section titled ‘Our responsibilities’ in this report.

Our procedures to obtain sufficient

appropriate evidence over the water related

metrics disclosed in the Sustainability

Statement, including water consumption, water

consumption in areas at water risk (including

areas of high water stress), total water recycled

or re used, total water stored, change in

water storage, and the water intensity ratio,

were limited by the nature of the underlying

data sources and the absence of sufficient

corroborative evidence to verify the accuracy

and completeness of the metered data. These

metrics are generated through automated

feeds from on site metering systems into

management’s central reporting system.

Accordingly, we were unable to determine

whether any adjustments to these water

related metrics might have been necessary.

Our work on all other areas of the

Sustainability Statement, including higher

risk topics such as the double materiality

assessment, were not subject to the same

constraints, and we were able to obtain

sufficient appropriate evidence in those areas.

The procedures in a limited assurance

engagement vary in nature and timing from,

and are less in extent than for, a reasonable

assurance engagement. Consequently, the

level of assurance obtained in a limited

assurance engagement is substantially

lower than the assurance that would have

been obtained had a reasonable assurance

engagement been performed.

Any internal control structure, no matter how

effective, cannot eliminate the possibility

that fraud, errors or irregularities may occur

and remain undetected and because we

use selective testing in our engagement,

we cannot guarantee that all errors or

irregularities, if present, will be detected.

The Sustainability Statement includes

prospective information such as ambitions,

strategy, plans, expectations and estimates.

Prospective information relates to events

and actions that have not yet occurred

and may never occur. We do not provide

any assurance on the assumptions and

achievability of this prospective information.

We have fulfilled our ethical responsibilities

under, and we remained independent of the

Entity in accordance with, ethical requirements

applicable in Ireland, including the International

Code of Ethics for Professional Accountants

(including International Independence

Standards) issued by the International Ethics

Standards Board for Accountants (IESBA

Code), the independence requirements of the

Companies Act 2014 and the Code of Ethics

issued by Chartered Accountants Ireland

that are relevant to our limited assurance

engagement of the Sustainability Statement

in Ireland.

Our firm applies International Standard

on Quality Management (ISQM) (Ireland)

1, Quality Management for Firms that

Perform Audits or Reviews of Financial

Statements, or Other Assurance or Related

Services Engagements, issued by the

IAASA. This standard requires the firm to

design, implement and operate a system of

quality management, including policies or

procedures regarding compliance with ethical

requirements, professional standards and

applicable legal and regulatory requirements.

We believe that the evidence we have obtained,

except for the effects of the matter as described

above, is sufficient and appropriate evidence to

provide a basis for our conclusion.

#### Other matter – Compliance with

the requirement to mark-up the

#### Sustainability Statement

We note that Section 1613(3)(c) of the

Companies Act 2014 requires us to report

on the compliance by the Entity with the

requirement to mark-up the Sustainability

Statement in accordance with Section 1600

of that Act. Section 1600 of the Companies

Act 2014 requires that the Directors’ Report

is prepared in the electronic reporting

format specified in Article 3 of Delegated

Regulation (EU) 2019/815 and shall mark-up

the Sustainability Statement. However, at the

time of issuing our limited assurance report,

the electronic reporting format has not been

specified nor become effective by Delegated

Regulation. Consequently, the Entity is

not required to mark-up the Sustainability

Statement. Our conclusion is not modified in

respect of this matter.

#### Other information

The Directors are responsible for the other

information. The other information comprises

the information included in the unassured

parts of the Strategic Report on pages 1 to

37 and 90 to 101, the unassured part of the

Corporate Governance section on pages 102

to 157, the Financial Statements section 158

to 209 and other information on pages 210

to 218.

The Sustainability Statement and our limited

assurance report thereon do not comprise

part of the other information. Our limited

assurance conclusion on the Sustainability

Statement does not cover the other

information and we do not express any form

of assurance conclusion thereon.

85

Annual Report and Accounts 2025

STRATEGIC REPORT

#### INDEPENDENT PRACTITIONER’S

#### LIMITED ASSURANCE REPORT

#### To the Directors of Kenmare Resources PLC

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Responsibilities for the

#### Sustainability Statement

As explained more fully in the Statement

of Directors’ Responsibilities for the

Sustainability Statement, the directors of the

Entity are responsible for:



preparing, measuring, presenting and

reporting the Sustainability Statement

in accordance with the relevant criteria,

contained in the applicable sustainability

reporting framework being the ESRS,

Part 28 of the Companies Act 2014; the

Taxonomy Regulations; the requirement

to mark up the Sustainability Statement

in accordance with Section 1600 of the

Companies Act 2014; and any additional

criteria used by the Entity to supplement

and/ or interpret the sustainability

reporting framework criteria; and



developing, implementing and reporting

its double materiality assessment process

to identify the information reported in the

Sustainability Statement in accordance

with ESRS and for disclosing this process

in the Sustainability Statement. This

responsibility includes identifying and

engaging with the Entity’s stakeholders as

identified in the Entity’s double materiality

assessment process (stakeholders) to

understand their information needs.

#### Inherent limitations in preparing

#### the Sustainability Statement

We obtained limited assurance over the

preparation of the Sustainability Statement

in accordance with the Companies Act 2014.

Inherent limitations exist in all assurance

engagements.

There are inherent limitations regarding

the measurement or evaluation of the

Sustainability Statement subject to limited

assurance, which have been set out below:



Estimates, approximations and/ or

forecasts used by Kenmare in preparing

and presenting their Sustainability

Statement are subject to significant

inherent uncertainty. The extent to

which the Sustainability Statement

contains, qualitative, quantitative,

objective, subjective, historical and

prospective disclosures, also represents

a significant degree of uncertainty. The

selection by management of different

but acceptable estimation, approximation

or forecasting techniques, could have

resulted in materially different amounts

or disclosures being reported. For the

avoidance of doubt, the scope of our

engagement and our responsibilities did

not involve us performing work necessary

for any assurance on the reliability,

proper compilation, or accuracy of the

prospective information.



Certain metrics reported within the

Sustainability Statement may be subject

to inherent limitations, for example, value

chain information relating to emissions

data provided by third parties.



Where estimated, approximated and/

or forecast information is provided

by management in respect of value

chain information, the verification or

benchmarking of this information is

subject to a high degree of uncertainty,

and the actual value chain information

may be different to the estimated,

approximated or forecast value chain

information provided by management.



When applicable, as described in your

disclosures relating to ESRS E1 Climate

Change, GHG emissions quantification

is subject to significant inherent

measurement uncertainty because of

incomplete scientific knowledge used

to determine emissions factors and the

values to combine emissions of different

gases. Greenhouse gas quantification is

unavoidably subject to significant inherent

uncertainty as a result of both scientific

and estimation uncertainty. Estimation

uncertainty can arise because of:



the inherent uncertainty in quantifying

inputs, such as activity data and

emission factors, that are used in

mathematical models to estimate

emissions (measurement uncertainty);



the inability of such models to

precisely and accurately characterise

under all circumstances the

relationships between various inputs

and the resultant emissions (model

uncertainty); and



the fact that uncertainty can

increase as emission quantities with

different levels of measurement and

calculation uncertainty are aggregated

(aggregation uncertainty).



Kenmare developed additional criteria

used to supplement and/or interpret the

sustainability reporting framework criteria,

referred to in the Basis of Preparation,

the nature of the sustainability matters,

and absence of consistent external

standards allow for different, but

acceptable, measurement methodologies

to be adopted which may result in

variances between entities. The adopted

measurement methodologies may also

impact the comparability of sustainability

matters reported by different

organizations and from year to year within

an organization as methodologies develop.

#### Our responsibilities

Our objectives are to plan and perform the

assurance engagement to obtain limited

assurance about whether the Sustainability

Statement in scope of our conclusion, is

free from material misstatement, whether

due to fraud or error, and to issue a Limited

Assurance Report that includes our conclusion.

Misstatements can arise from fraud or error and

are considered material if, individually or in the

aggregate, they could reasonably be expected

to influence decisions of users on the basis of

the Sustainability Statement.

As part of a limited assurance engagement

in accordance with ISAE (Ireland) 3000, we

exercise professional judgment and maintain

professional skepticism throughout the

engagement. We also:



Perform risk assessment procedures,

including obtaining an understanding

of internal controls relevant to the

engagement, to identify disclosures where

material misstatements are likely to arise,

whether due to fraud or error, but not for

the purpose of providing a conclusion on

the effectiveness of the Entity’s internal

control.



Design and perform procedures

responsive to where material

misstatements are likely to arise in the

Sustainability Statement. The risk of

not detecting a material misstatement

resulting from fraud is higher than for one

resulting from error, as fraud may involve

collusion, forgery, intentional omissions,

misrepresentations, or the override of

internal control.



Design and perform procedures to

evaluate whether the Sustainability

Statement has been prepared in

accordance with the ESRS, which includes

the process carried out by the Entity to

identify material sustainability related

impacts, risks and opportunities.



Design and perform procedures to

evaluate whether the Sustainability

Statement has been prepared in

compliance with the Taxonomy

Regulations.



With respect to our conclusion in respect

to the Entity’s reporting obligations and

responsibility to mark up the Sustainability

Statement in accordance with Section

1600 of the Companies Act 2014, we

86

Kenmare Resources plc

#### INDEPENDENT PRACTITIONER’S

#### LIMITED ASSURANCE REPORT

#### To the Directors of Kenmare Resources PLC CONTINUED

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assess whether we have become aware of

anything to suggest that the Sustainability

Statement has not been prepared, in all

material respects in this specified format.

However, as explained in the ‘Other

matter- Compliance with the requirement

to mark-up the Sustainability Statement’

section of our assurance report, the Entity

is not currently required to mark-up the

Sustainability Statement.

#### Summary of the work performed

A limited assurance engagement involves

performing procedures to obtain evidence

about the Sustainability Statement. The

nature, timing and extent of procedures

selected depend on professional judgment,

including the identification of disclosures

where material misstatements are likely to

arise, whether due to fraud or error, in the

Sustainability Statement.

The procedures in a limited assurance

engagement vary in nature and timing from,

and are less in extent than for, a reasonable

assurance engagement and depend on

professional judgment, including the

identification of disclosures where material

misstatements are likely to arise, whether

due to fraud or error, in the Sustainability

Statement. Consequently, the level of

assurance obtained in a limited assurance

engagement is substantially lower than the

assurance that would have been obtained

had a reasonable assurance engagement

been performed.

In conducting our limited assurance

engagement, the procedures we have

performed included the following:



Obtaining an understanding of the

Sustainability Statement reporting process

performed by Kenmare, including the

preparation of the Sustainability Statement;



Obtaining an understanding of Kenmare’s

double materiality assessment process

for 2025 by performing inquiries to

understand the sources of the information

used by management and reviewing

Kenmare’s internal documentation of

this process; and evaluating whether the

evidence obtained from our procedures

about Kenmare’s process is consistent

with the description of the process set out

in the Sustainability Statement;



Performing risk assessment procedures

to understand Kenmare and its

environment, and identify risks of material

misstatement;



Designing and performing further

assurance procedures (which included

inquiries, analytical procedures, and test

of detail) to respond to the identified risks

of material misstatement;



Obtaining an understanding of Kenmare’s

process for calculating Scope 3 emissions

and performing test of detail on a sample

basis;



Obtaining an understanding of Kenmare’s

process to identify taxonomy eligible and

taxonomy aligned economic activities,

and the corresponding disclosure in the

Sustainability Statement; and



Evaluating the overall presentation of the

Sustainability Statement, and considering

whether the Sustainability Statement

as a whole, including the sustainability

matters and disclosures, is disclosed in

accordance with the applicable criteria.

#### The purpose of our limitedassurance work and to whom weowe our responsibilities.

Our report is made solely in accordance with

Section 1613 of the Companies Act 2014 to

the Directors of Kenmare.

Our assurance work has been undertaken

so that we might state to the Directors

those matters we are required to state to

them in a limited assurance report and

for no other purpose. To the fullest extent

permitted by law, we do not accept or assume

responsibility to anyone other than the Entity

and its Directors, as a body, for our limited

assurance work, for this report, or for the

conclusions we have formed.

Patricia Carroll

For and on behalf of

KPMG

Chartered Accountants, Statutory Audit Firm

1 Stokes Place

St Stephens Green

Dublin 2

D02 DE03

9 April 2026

87

Annual Report and Accounts 2025

STRATEGIC REPORT

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The Directors of Kenmare Resources plc

(Entity) are responsible for: preparing the

Sustainability Statement in accordance

with the relevant criteria, contained in the

applicable sustainability reporting framework

being Part 28 of the Companies Act 2014,

the ESRS; the Taxonomy Regulations;

and any additional criteria used by the

Entity to supplement and/or interpret the

sustainability reporting framework criteria;

and including the Sustainability Statement in

a clearly identifiable dedicated section of the

Directors’ Report. This responsibility includes:



appropriately referring to and describing

the applicable criteria used;



understanding the context in which

the Entity’s activities and business

relationships take place and developing

an understanding of its affected

stakeholders;



the identification of the actual and

potential impacts (both negative and

positive) related to sustainability matters,

as well as risks and opportunities that

affect, or could reasonably be expected

to affect, the entity’s financial position,

financial performance, cash flows, access

to finance or cost of capital over the short,

medium, or long-term;



the assessment of the materiality of the

identified impacts, risks and opportunities

related to sustainability matters by

selecting and applying appropriate

thresholds;



disclosing and reporting our double

materiality assessment process in the

Sustainability Statement in accordance

with ESRS;



disclosing that the scope of consolidation

for the Sustainability Statement is the

same as for the financial statements and

disclosed to what extent the Sustainability

Statement covers the Company’s

upstream and downstream value chain

(“the reporting boundary”);



including material value chain information

that meets the qualitative characteristics

set out in ESRS in the Sustainability

Statement when required by ESRS;



identifying the quantitative metrics

and monetary amounts disclosed in

the Sustainability Statement that are

subject to a high level of measurement

uncertainty;



disclosing established targets, goals

and other performance measures, and

implementing actions to achieve such

targets, goals and performance measures;



describing the implemented due diligence

process in respect of sustainability

matters of the Entity;



when relevant, using reasonable

assumptions and estimates in preparing

the Sustainability Statement. This

includes the selection of different but

acceptable estimation, approximation or

forecasting techniques about forward-

looking information;



reporting and preparing forward-looking

information, when applicable, on the basis

of disclosed assumptions about events

that may occur in the future and possible

future actions by the Entity; and



ensuring the Entity maintains adequate

records in relation to the preparation of

the Sustainability Statement.

The Directors are also responsible for designing,

implementing and maintaining such internal

controls that they determine are relevant to

enable the preparation of the Sustainability

Statement in accordance with Part 28 of the

Companies Act 2014 that is free from material

misstatement, whether due to fraud or error.

On behalf of the Board:

A. WEBB

Director

9 April 2026

T. HICKEY

Director

9 April 2026

88

Kenmare Resources plc

#### STATEMENT OF DIRECTORS’ RESPONSIBILITIES

#### FOR THE SUSTAINABILITY STATEMENT

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#### Addressing the Task Force on Climate-related Financial Disclosures (TCFD)

#### recommendations

Climate-related disclosures on governance, strategy and risk management, as well as metrics and targets, are integrated into this report, as set

out below. These disclosures are consistent with the four thematic areas, 11 recommended disclosures and “Guidance for All Sectors” set out in

the October 2021 guidance “Implementing the Recommendations of the Task Force on Climate-Related Financial Disclosures”. To aid readers, the

key climate-related disclosures can be found here:

Governance Page number

Describe the Board’s oversight of climate-related risks and opportunities. 40–42

Describe management’s role in assessing and managing climate-related risks and

opportunities.

41

Strategy Page number

Describe the climate-related risks and opportunities the organisation has identified over

the short, medium, and long term.

48–49

Describe the impact of climate-related risks and opportunities on the organisation’s

businesses, strategy, and financial planning.

48–49

54–56

Describe the resilience of the organisation’s strategy, taking into consideration different

climate-related scenarios, including a 2°C or lower scenario.

54–56

Risk Management Page number

Describe the organisation’s processes for identifying and assessing climate-related risks. 46–48

54–56

Describe the organisation’s processes for managing climate-related risks. 57–59

91

Describe how processes for identifying, assessing and managing climate-related risks

are integrated into the organisation’s overall risk management.

91–92

Metrics and targets Page number

Disclose the metrics used by the organisation to assess climate-related risks and

opportunities in line with its strategy and risk management process.

60–61

Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 Greenhouse Gas (GHG)

emissions and the related risks.

61

Describe the targets used by the organisation to manage climate-related risks and

opportunities and performance against targets.

58

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Annual Report and Accounts 2025

STRATEGIC REPORT

#### RECOMMENDATIONS OF THE TASK FORCE ON

#### CLIMATE-RELATED FINANCIAL DISCLOSURES

![]()

Kenmare Resources plc

90

![]()

Managing risk is an integral part of Kenmare’s business. The Group applies a comprehensive

process for identifying, assessing and managing risks associated with its operations and business

and strategic corporate decisions.

#### Risk management framework

An overview of the risk management and internal control framework, responsibilities within it and the relationship between functions is set

out below. While the Board is ultimately responsible for risk management within the Group, it has delegated responsibility for the monitoring

of the effectiveness of the Group’s risk management and internal control systems to the Audit & Risk Committee. The Board and Audit & Risk

Committee receive reports from the Executive Committee on the key risks to the business and the steps being taken to mitigate such risks. The

Audit & Risk Committee reviews the principal risks and uncertainties.

#### BOARD OF DIRECTORS

The Board of Directors has ultimate responsibility for risk management. The Board receives reports and updates from the Board

Committees and the Managing Director on the key risks facing the business and the steps taken to manage these risks. The

Board delegates responsibility to the Audit & Risk Committee.

#### AUDIT & RISK COMMITTEE

The Audit & Risk Committee is responsible for monitoring

and assessing the Group’s risk management and internal

control systems. The Committee receives regular

updates on risk management strategies, mitigation and

action plans.

#### EXECUTIVE COMMITTEE

The Executive Committee monitors and facilitates the

implementation of effective risk management practices

by departmental management and ensures appropriate

risk reporting up and down the organisation.

#### SUSTAINABILITY COMMITTEE

The Sustainability Committee is responsible for monitoring developments related to sustainability risks, including safety, health,

environment, climate and social performance, and providing strategic direction, oversight and risk assurance.

1

#### FIRST LINE

#### OF DEFENCE

Operational management

has ownership, responsibility

and accountability for directly

identifying, assessing, controlling

and mitigating risks.

2

#### SECOND LINE

#### OF DEFENCE

Kenmare has various oversight

functions, which are responsible

for providing subject matter

expertise, defining standards

and risk appetite and ensuring

adherence and compliance.

3

#### THIRD LINE

#### OF DEFENCE

Internal audit provides assurance

to the Board or Audit & Risk

Committee on how effectively the

organisation assesses and manages

its risks. It includes assurance on the

effectiveness of the first and second

lines of defence.

91

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#### PRINCIPAL RISKS, UNCERTAINTIES

#### AND OPPORTUNITIES

![]()

#### Risk assessment process

The Group’s risk assessment process is based

on a co-ordinated, Group-wide approach to

the identification and evaluation of risks and

the manner in which they are monitored and

managed. This process begins with a bottom-up

approach involving operational managers who,

through a programme of workshops, regularly

perform a detailed risk review to update the

departmental risk registers. In assessing the

potential impact and likelihood of each risk

identified, management considers the existing

key controls and evaluates the risks in terms

of potential residual impact. A standard risk-

scoring matrix is used to ensure consistency in

reporting across all areas and between periods.

Departmental risk registers are consolidated

into a Group Risk Register. The Executive

Committee provides input to ensure that there

is a top-down view of the key risks facing

the Group. This includes consideration and

assessment of any newly identified emerging

risks. Following a review of the Group Risk

Register by the Executive Committee, the

principal risks identified for the Group and their

mitigations are submitted to the Audit & Risk

Committee and Board for review and approval.

As part of this review and approval process,

the Audit & Risk Committee provides a robust

assessment of the emerging and principal risks

faced by the Group. This is achieved by offering

alternative viewpoints and challenging risk

scoring assumptions, as appropriate.

#### Risk appetite

The exploitation of Mineral Resources,

together with the construction, development

and ongoing operation of mining operations

in Mozambique, are activities that may

unavoidably involve high risk. Kenmare makes

informed decisions prior to engaging in any

associated activities that pose a significant risk

to the Group. Where activities are undertaken,

appropriate mitigations are put in place

commensurate with the degree of risk that

is faced and to ensure compliance with any

Company policies, regulations or industry

guidelines relevant to these risks. Some risks,

such as country risk and industry cyclicality,

are inherent to the Company’s business and

there is a limit on the level of mitigation that

can be put in place given the single jurisdiction

and the single industry in which the Group

operates. Kenmare has a very low appetite and

tolerance for risk in areas which potentially

impact the health and safety of its staff,

community and/or environment.

#### Emerging risks

Kenmare considers emerging risk as part

of the risk assessment process within the

Group’s risk management framework through

horizon scanning, continual dialogue within

the business and keeping abreast of market

and industry changes. An emerging risk is

one that could potentially impact the Group;

however, the risk is not yet fully understood,

limiting the Group’s ability to fully assess its

likelihood and impact. Such risks are closely

monitored, enabling Kenmare to implement

timely mitigations where necessary or

appropriate. Geo-political events, including

the war in the Arabian Gulf and its potential

direct and indirect consequences for the

business, are an example of an emerging risk

that is not fully understood but that is being

monitored by Kenmare.

#### Principal risks and uncertainties

Under Section 327(1)(b) of the Companies

Act 2014 and Regulation 5(4)(c)(ii) of the

Transparency (Directive 2004/109/EC)

Regulations 2007 and UK Disclosure and

Transparency Rule 4, the Group is required

to give a description of the principal risks and

uncertainties that it faces. These risks are

similar to those faced by many companies

in the mining industry. A description of the

principal risks and uncertainties, together with

mitigating factors and controls, are set out in

the table on pages 93 to 100. This table is not

prioritised nor is it an exhaustive list of all risks

that may impact the Group, but rather the

Board’s view of principal risks at this point in

time. There are additional risks that are not yet

considered material or that are not yet known

to the Board or fully understood but that may

assume greater importance in the future.

#### Risk heat map

HIGH

1 2 3 4 5

LIKELIHOOD

IMPACT

LOW

LOW

HIGH

1 2 3 4 5

6

4

10

1

27 8

3

5

9

12 13

14

15

11

16

1

Permitting, licensing and Government

agreement risk

2

Country risk

3

Geotechnical risk

4

Weather conditions

5

Orebody knowledge

6

Loss of production due to power supply

and transmission interruption

7

Asset damage or loss

8

Health, Safety and Environment

9

IT security risk

10

Development project risk

11

Industry cyclicality

12

Customer and/or market concentration

13

Unanticipated cost inflation

14

Liquidity (new)

15

Social licence to operate (new)

16

Changing competitive landscape (new)

92

Kenmare Resources plc

#### PRINCIPAL RISKS, UNCERTAINTIES

#### AND OPPORTUNITIES CONTINUED

![]()

#### STRATEGIC

#### Permitting, licensing and Government agreement risk

STRATEGY

Description The Group’s mining and processing activities require its rights and concessions under the foundation agreements

(Mineral Licensing Contract and Implementation Agreement (IA)), and various licences, permits, concessions and

approvals to be in place and respected. The Group may not be granted, may not maintain, or may not obtain a renewal

or extension of its foundation agreements, necessary licences, permits, concessions and approvals for it to operate

in accordance with its plans on the same terms or at all. This could be because of failure or inability to comply with

conditions or processes; pressure from community and other stakeholders; administrative delay and/or failure by the

relevant authorities to comply with the terms of the foundation agreements and/or applicable law.

Potential impact A failure to obtain, maintain, renew or extend a foundation agreement, necessary licence, concession or approval would

significantly affect the Group’s ability to operate, its ability to generate cash and the valuation of the Group’s assets;

and could impact the Group’s access to capital, including its existing debt facilities. In addition, the terms of any such

agreement, licence, concession or approval, renewal or extension may be less advantageous than expected and the costs

associated with obtaining, maintaining, renewing or extending such agreement, licence, concession or approval may be

higher than expected.

How Kenmare

manages risk



Robust foundation agreements (Mineral Licensing Contract and IA) with rights of extension, stabilisation and

international arbitration provisions



Continued compliance with terms of foundation agreements and maintenance of existing licences in good standing



Continued commitment to the future long-term development of the Mine



Positive working relationship with the Government of Mozambique through regular contact, promoting open and

honest two-way communication



Engagement with affected local communities to work towards obtaining the required environmental approvals

Risk trend

The IA, which governs the terms of Kenmare Moma Processing (Mauritius) Limited’s (KMPL) operation of the Industrial

Free Zone (IFZ), provided certain rights and concessions to the Group for an initial period of 20 years, which ended in

December 2024. Under the terms of the IA, the Group is entitled to an extension of the relevant rights and concessions

for a further 20 years. In connection with the extension, Kenmare has been in negotiations with the Government in

relation to certain modifications to the applicable investment regime to obtain the agreement of the Government. Despite

Kenmare’s continued engagement with the Government and assurances to the contrary, in January and March 2026

certain Government departments commenced implementation of an Internal Resolution of the Council of Ministers

adopted in July 2025. The Internal Resolution contained terms of renewal that were not agreed by Kenmare and not

acceptable to it. Kenmare continues to engage with the Government, while reserving its right to commence international

arbitration, if the terms of renewal cannot be agreed or the Internal Resolution continues to be implemented.

LINKS TO STRATEGY TREND KEY

Operate

responsibly

Deliver long-life,

low-cost production

Allocate capital

efficiently

Risk is

increased

Risk is

unchanged

Risk is

decreased

New

risk

93

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STRATEGIC REPORT

![]()

#### STRATEGIC

#### Country risk

STRATEGY

Description The Group’s operations are located entirely in Mozambique. There may be potential adverse operational or financial

impacts from changes in the political, security or economic circumstances in Mozambique. In addition, changes in, or

disputes over, the regulatory or tax regimes in Mozambique (including changes in the interpretation or application of

those regimes to the Group) could also have an adverse impact on investor or Lender appetite or support.

Potential impact Kenmare has operated in Mozambique since 1987; however, it remains subject to risks similar to those prevailing in many

developing nations, including economic and social instability, variability in governmental effectiveness and rule of law,

contractual integrity and financial constraints, law and order and the risk of insurgency, changing regulatory or tax regime

(or the application thereof) or disputes with the authorities in relation to the same.

These risks may cause the safety of Kenmare’s personnel to be affected, significant disruption to the operation or an increase

in costs to ameliorate their impact. In addition, tax increases could have an adverse effect on the Group’s financial results.

How Kenmare

manages risk



Binding foundation agreements with legal and fiscal stability clauses and international arbitration provisions



Positive relationship with the Government of Mozambique



Close monitoring of national, regional and local environment



Frequent engagement with the Mozambique Defence Department, navy marines, and police



Comprehensive site security strategy



On-site diesel storage and power generation enable continuation of processing and export operations in a situation of

where national electrical supply infrastructure is damaged in connection with political unrest or insurgency

Risk trend

The risk of insurgency in the Cabo Delgado province remains a focus area and is subject to continuous monitoring; this

risk has not changed over the past year.

The political unrest experienced in December 2024 was resolved and relative political calm returned. Whilst there may be

incidents in the coming year(s) that could provoke further unrest, it is likely that the current situation will prevail until the

Municipal elections in 2028 and the next general election in 2029. Kenmare further recognises the risk around potential

community unrest and strengthens this relationship with regular engagements and work performed through community

projects, within the local political structure and via the Kenmare Moma Development Association (KMAD). The perceived

risk has remained unchanged from the previous year.

The country risk premium used in the discount rate has also remained unchanged from the prior year as the unrest did

not impact materially on the Mine’s operations. The discount rate is used in the preparation of the financial statements as

set out in Note 1 Statement of Accounting Policies and Note 11 Property, Plant and Equipment.

#### Social licence to operate

STRATEGY

Description Having operated in the region for over 20 years, the Mine is seen as a source of jobs and supply chain opportunities, as well

as improved education and healthcare, through infrastructure developed by KMAD. Kenmare aims to deliver on its purpose

of ‘Transforming resources into opportunity for all’ through transparent and proactive stakeholder engagement. In the 735C

concession where the Moma Mine operates, local communities rely on the land for their livelihoods. Kenmare manages land

access through Resettlement Action Plans and socio-economic development initiatives. These elements all form part of

Kenmare’s social licence; without support from communities, Moma’s operations would face significant additional risk.

Potential impact A weak social licence to operate could impact Moma’s operations through local interruptions (e.g. strikes, community

protests); domestic supply chain issues (local suppliers); problems with local, regional or national regulatory and

administrative bodies; among other issues. This could lead to intermittent and potentially prolonged interruptions to

some or all of Moma’s operations, and to higher costs. Maintaining a strong social licence to operate improves Kenmare’s

position with the Government of Mozambique, strengthening its relationship.

How Kenmare

manages risk



97% of Kenmare’s employees are Mozambican nationals



Creating local jobs, directly with Kenmare and through

its supply chain



Hiring of staff from communities within the immediate

vicinity of the Moma Mine



Training and ultimately employing local artisans



Providing formal education to the communities within

the Mine’s immediate vicinity, which often results in

employment for the same individuals at the Mine



Reinforcing the local communities’ perception that the

awarding of employment is conducted in a fair and

honest way, with practices kept to a high standard



KMAD initiatives focusing on providing economic

development and livelihoods and improving health,

education, and water and sanitation for local

communities



Upholding and tracking Kenmare’s commitments and

providing accessible and transparent routes to raising

grievances and ensuring timely grievance resolution



A proactive community relations team engaging with

local communities on an ongoing basis



Prompt release of rehabilitated land for future

subsistence farming use



Regional and national tax contributions

Risk trend

94

Kenmare Resources plc

#### PRINCIPAL RISKS, UNCERTAINTIES

#### AND OPPORTUNITIES CONTINUED

![]()

LINKS TO STRATEGY TREND KEY

Operate

responsibly

Deliver long-life,

low-cost production

Allocate capital

efficiently

Risk is

increased

Risk is

unchanged

Risk is

decreased

New

risk

#### STRATEGIC

#### Changing competitive landscape

STRATEGY

Description Kenmare’s historic customer base for titanium dioxide feedstocks was predominantly located in western countries. Over

the past decade, Chinese pigment production capacity has rapidly increased in response to higher demand for domestic

feedstocks. Chinese pigment production is generally lower cost than western production due to lower input costs (capital

and operating). This dynamic, overlaid on typical industry cyclicality, has led to a reconfiguration of the industry supply

chain globally, and a redistribution of economic rent.

Increased pigment exports from China compete with western producers. In some instances, western companies benefit

from supportive industrial policy such as anti-dumping rules, or tariffs, intended to offset the Chinese cost advantage.

However, these are not universally available across all markets, leading to a challenging competitive landscape for

non-Chinese pigment producers. This dynamic may result in increased demand for pigment (due to lower prices) and

therefore increased demand for feedstock, but also a redistribution of where that feedstock demand is located, and how it

is valued.

The supply chain reconfiguration extends to feedstock supply. Most notably, high prices between 2021 and 2024,

combined with increased feedstock demand in China, incentivised significant investment in Heavy Mineral Concentrate

(HMC) production in several global locations including Mozambique, Sierra Leone, and Nigeria. The concentrate is

shipped to China for processing into finished feedstock products. This has led to an oversupply position for feedstocks

which is depressing prices, particularly in China.

Further to this, growing demand for rare earth elements is resulting in increased interest in mineral sands projects globally

as monazite, a rare earth-element bearing mineral, is produced alongside the typical suite of mineral sands products.

Future projects with high monazite potential are receiving investment that could result in more titanium feedstock

entering the market as a co-product.

Potential impact These evolving industry dynamics have already led to lower feedstock prices and financial difficulties for western-

based customers and feedstock producer peers, with several feedstock producers curtailing their production. These

dynamics also increase the overall opacity of the feedstock market as there is limited reporting available on the emerging

operations.

How Kenmare

manages risk



Continuing to maintain strong relationships with western-based feedstock customers



Making direct sales into the most attractive market segments, depending on market dynamics (e.g. targeting sales into

the resilient titanium metal market)



Building targeted new relationships with emerging (Chinese) feedstock consumers



Continuous focus on efficiency and producing at lowest possible costs



Proactive approach to building presence in new early-stage feedstock markets (e.g. Indian pigment industry)

Risk trend

95

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STRATEGIC REPORT

![]()

LINKS TO STRATEGY TREND KEY

Operate

responsibly

Deliver long-life,

low-cost production

Allocate capital

efficiently

Risk is

increased

Risk is

unchanged

Risk is

decreased

New

risk

#### OPERATIONAL

#### Geotechnical risk

STRATEGY

Description The failure of an external berm or the Tailings Storage Facility (TSF) at the Moma Mine could result in a major slimes/

water spill into adjoining valleys, potentially impacting on local communities and/or the operating assets.

Potential impact The nature of Kenmare’s dredge mining gives rise to the creation of artificial ponds. In addition, Kenmare has constructed

and is operating a TSF in connection with the move of Wet Concentrator Plant (WCP) A to Nataka, which involves the

retention of a large volume of slimes and water by berm systems. Therefore, there is the potential for failure of the berm

systems that surround the mining ponds and TSF. A failure of a berm could cause loss of life, damage to the operating

assets and cessation of the operation of the WCPs for a prolonged period.

How Kenmare

manages risk



Permanently employed staff with geotechnical engineering skills



Prudent geotechnical design and controls



Daily inspections



Interlocking external audits from two separate independent geotechnical consultants



Safety/diversion berms erected to protect downstream areas from pond berm failure



Ongoing installation and monitoring of pipes on ponds to control excess water



Approach to TSF aligned with the Global Industry Standard on Tailings Management (GISTM)

Risk trend

External berm failure remains a key focus in risk management. Although the TSF is a major new aspect of the Mine, given

the high level of governance required under GISTM, the migration from multiple settling ponds to the TSF is not regarded

as representing an increase in overall risk.

Based on this, there is no significant change in the assessment of this risk compared to the prior year.

#### Weather conditions

STRATEGY

Description Climate change and the location of the Group’s operations on the Mozambican coast gives rise to the risk of cyclone

activity and severe wind/flooding. Such events pose a risk to the safety of mine staff, contractors, and visitors, and to the

physical integrity of Kenmare’s operational assets. In addition, adverse weather conditions, such as sea swell or rain, have

a detrimental impact on the Group’s ability to load its products for ocean transport.

Potential impact In extreme weather circumstances, there is a risk of loss of life. There is a risk of physical damage to the operating assets

of the Mine, which may result in an inability to operate. Heavy rain and flooding can also affect supply logistics to and

from the Mine. Weather conditions also negatively impact the Group’s ability to load its products for ocean transport,

thereby affecting total products shipped and consequently, revenue.

How Kenmare

manages risk



Mine and associated infrastructure designed to appropriate cyclone rating



Securing of key community infrastructure



Designated cyclone-proofed buildings at the Mine



Ongoing weather/cyclone monitoring and commissioning of studies



Cyclone readiness plan covering land-based and marine assets



Disaster management programme



Insurance cover



Adequate stock of materials and supplies on site

Risk trend

There is no significant change in the assessment of this risk compared to the prior year.

96

Kenmare Resources plc

#### PRINCIPAL RISKS, UNCERTAINTIES

#### AND OPPORTUNITIES CONTINUED

![]()

#### OPERATIONAL

#### Loss of production due to power supply and transmission interruption

STRATEGY

Description The Mine is reliant on the delivery of stable and continuous electric power by Electricidade de Mocambique (EdM) from

the Cahora Bassa dam, which experienced historically low water levels during 2025.

The Mine also relies on the efficient transmission of power via the 170km transmission line to the Mine, which is affected

by the wider EdM transmission grid.

Furthermore, additional power will be required for the future operations of the Mine, which is above the currently agreed

contract with EdM, including relating to the transition to Nataka.

The process of obtaining additional power may require additional infrastructure or unanticipated investment.

Potential impact Significant disruption to, or instability in, the power supply at the Mine could have a material and adverse effect on the

ability to operate the Mine or to operate it in the lowest cost manner, thereby adversely affecting production volumes

and/or operating costs.

In addition, a failure to obtain any additional power required by future operations, or to obtain such power at acceptable

cost, could have a material and adverse effect on the ability to operate the Mine or to operate it in the lowest cost

manner, thereby adversely affecting production volumes and/or operating costs.

How Kenmare

manages risk



The Company’s Synchronous Condenser (“Dip Doctor”) reduces the effect of grid power instability



The Rotary Uninterruptible Power Supply (RUPS) provides increased power reliability to the Mineral Separation Plant

(MSP) as it is able to supply the MSP with alternative power where issues with incoming grid power are detected



On-site diesel-powered generators are able to power part of the mining operations in the case of planned or prolonged

unavailability of stable grid-power, thereby maintaining HMC production at approximately 50% capacity



A line bay with breakers and additional protection equipment was constructed on the incoming EdM transmission line

and commissioned during 2025 to reduce reliance on the EdM breaker



Consideration of options for additional power supply for future operations and dialogue with EdM and other

stakeholders in connection therewith



Monitoring of Cahora Bassa dam water levels and interaction with the dam operator, Hidroeléctrica de Cahora Bassa

(HCB), to proactively identify potential power generation limitations

Risk trend

Based on extensive work previously carried out by Kenmare with EdM to ensure improved stability and capacity of power

supply, the risk remains unchanged from the previous year.

Furthermore, although water levels at the Cahora Bassa dam remained historically low during 2025, the water levels

have regained some stability after heavy rainfall, together with careful management of in and out flow rates by HCB.

Consequently, the dam’s water levels had recovered to 56% of capacity by 31 March 2026.

#### Asset damage or loss

STRATEGY

Description The operation of a large mining and processing facility carries an inherent risk of technical failure of equipment, fires and

other accidents. In addition, the assets are exposed to the risk of theft.

Potential impact An occurrence of these risks could result in damage to, or destruction of, key mining, processing or shipping facilities

at the Mine, such as the transshipment vessels, the jetty or product conveyor belt. Loss of such key assets could result

in disruption to production and/or shipping, significant replacement cost and consequential monetary losses. Theft of

cables and other materials, as well as fuel, can cause interruption to operations, increase operating costs and represent a

potential risk to the safety of Kenmare’s people.

How Kenmare

manages risk



Programme of inspections and planned maintenance by a team of specialist engineers



Standard operating procedures



Fire detection and suppression systems



Annual external risk assessment and compliance audit



Insurance cover



Investment in improved technology infrastructure to enable improved monitoring and protection of assets, enabling the

identification and prevention of damage and/or theft-related incidents, supported by a robust security strategy



Mine warehouse storing critical and strategic spares

Risk trend

The risk trend remains unchanged from prior year as theft incidences are transient as criminal elements move in and out

of the Moma region. The Mine experienced a decrease in the cost of repair due to theft year on year driven by a reduction

in incidents targeting the operation’s critical and high-value assets.

97

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STRATEGIC REPORT

![]()

LINKS TO STRATEGY TREND KEY

Operate

responsibly

Deliver long-life,

low-cost production

Allocate capital

efficiently

Risk is

increased

Risk is

unchanged

Risk is

decreased

New

risk

#### OPERATIONAL

#### Health, Safety and Environment

STRATEGY

Description The operation of a large mining and processing facility carries a potential risk to the health and safety of the workforce,

visitors and the local community.

Incidents carry potential for environmental damage to surrounding areas.

Potential impact The improper use of machinery, poor maintenance, technical failure of certain equipment or failure to meet and maintain

appropriate safety standards could result in significant injury, loss of life or significant negative impact on the surrounding

environment and/or communities.

In addition, it is possible that a failure to comply fully with applicable regulations exposes the Mine to the risk of fines or

other sanctions by a relevant regulator.

How Kenmare

manages risk



Prioritisation of Health, Safety and Environment (HSE) by management



Appropriately trained staff



Standard operating procedures



Ongoing hazard identification programme



Health and Safety awareness programme implemented for the Company and community



Mine clinic and evacuation procedures for staff



Community investment and programmes including health clinic and education programmes



Compliance with applicable HSE standards and legislation

Risk trend

The Mine’s Lost Time Injury Frequency Rate was 0.07 per 200,000 hours worked in 2025 broadly flat versus 2024, and

health and safety remains an area of priority for the Company.

The overall assessment of this risk remains unchanged.

#### IT security risk

STRATEGY

Description The Group is dependent on the employment of advanced information systems and is exposed to risks of failure in the

operation of these systems. Further, the Group is exposed to security threats through cyber-attacks.

Potential impact A failure in these systems, or a successful cyber-attack, could lead to:



Disruption to critical business systems and operational equipment, impacting on production or capital programmes



Loss or theft of confidential information, competitive advantage, or intellectual property



Financial and/or reputational harm



Imposition of sanctions for breach of laws/regulations

How Kenmare

manages risk



Analysis by external certified IT specialists of Group information systems to ensure reliability and protection to align

with industry information security standards



Third-party specialists provide network assurance



Ongoing strategic and tactical efforts to address the evolving nature of cyber threats



Increased user training and IT security awareness



Increased management attention, coupled with additional internal and external resources



Ongoing investments in network upgrades, threat detection and recovery capability



Board-mandated programme of investment and improvement, supported by regular review

Risk trend

Management continues to focus on IT and cyber security risk, and significant progress has been made in 2025 in

managing this risk. These efforts will continue in 2026.

The risk trend remains unchanged from the previous year.

98

Kenmare Resources plc

#### PRINCIPAL RISKS, UNCERTAINTIES

#### AND OPPORTUNITIES CONTINUED

![]()

#### OPERATIONAL

#### Development project risk

STRATEGY

Description The WCP A upgrade project has been largely completed, while minor debottlenecking tasks are being implemented. The

Company is targeting nameplate capacity at WCP A on a consistent basis in the near-term. All development projects

carry the risk of taking longer and costing more than anticipated.

Potential impact Failure to successfully engineer, design, plan execute and complete the WCP A upgrade and Nataka transition and other

development projects, or to do so on time and on budget, and to operate completed projects in the manner anticipated

could have adverse operational and financial impacts.

How Kenmare

manages risk



Rigorous project appraisal and design process, including Pre-Feasibility Studies and Definitive Feasibility Studies



Significant mining trials in connection with the transition to Nataka



Owner’s team and use of industry experts with track records of delivery of a number of development projects for

Kenmare



Rigorous commissioning process to guarantee operational capability in accordance with design specifications



Contracting strategy selects proven providers and includes rigorous completion terms

Risk trend

Based on the significant progress made on project implementation, this risk has decreased. Capital expenditure on the

WCP A upgrade project remains within budget, with unutilised contingency funds remaining.

#### Orebody knowledge

STRATEGY

Description The Group’s performance is dependent on the accuracy of its understanding of the physical characteristics, geological

interpretation and metallurgical behaviour of its orebodies. Actual orebody conditions, including slimes content, grade

distribution, geotechnical conditions and metallurgical response, may differ from current geological models, historical data

or prior mining experience.

There is also a risk of material misstatement in the Ore Reserve and Mineral Resource statement due to estimation

assumptions, data limitations, modelling uncertainties or reconciliation variances.

Changes in orebody characteristics or estimation outcomes may necessitate revisions to mine plans, processing

methodologies, capital allocation or production forecasts.

Potential impact Variations between expected and actual orebody characteristics or inaccuracies in reported Ore Reserves and Mineral

Resources may result in:



Reduced production performance



Increased operating or capital expenditure



Variability in product quality and revenue outcomes



Revisions to Ore Reserves and Mineral Resources statement



Adverse impact on market confidence and Company valuation

How Kenmare

manages risk



Ongoing drilling and sampling programmes, including in-fill drilling to increase confidence levels



Independent, JORC-compliant Ore Reserve and Mineral Resource statements prepared by a Competent Person



Continuous reconciliation of mining results against geological models



Independent specialist reviews and ongoing methodological enhancements



Investment in geo-metallurgical capability and laboratory infrastructure



Detailed feasibility studies and continuous mine planning refinement



Operational expertise in managing slimes and variable ore conditions

Risk trend

This risk is effectively a combination of two previous principal risks - ‘Material misstatement in Ore Reserves and Mineral

Resources Table’ and ‘Uncertainty over physical characteristics of orebody’. There has been no change in the assessment

of the risk exposure relating to orebody knowledge.

99

Annual Report and Accounts 2025

STRATEGIC REPORT

![]()

#### FINANCIAL

#### Industry cyclicality

STRATEGY

Description The Group’s revenue generation may be significantly and adversely affected by declines in the demand for and prices of

the ilmenite, zircon, rutile and concentrates products that it produces. During rising commodity markets, there may be

upward pressure on operating and capital costs.

Potential impact Unfavourable product market events beyond the Group’s control and/or pressure on operating or capital costs may

adversely affect financial performance.

How Kenmare

manages risk



Global portfolio of customers, many with relationships of over 15 years



Ongoing cost control and disciplined financial management



Industry analysis to develop suitable assumptions in the Group’s commodity price forecasting used for planning purposes

Risk trend

The assessment of the risk remains unchanged.

#### Customer and/or market concentration

STRATEGY

Description The customer base and market for Kenmare’s ilmenite, zircon, rutile and concentrates products is concentrated.

Potential impact The Group’s revenue generation may be significantly affected if there ceases to be demand for its products from major

existing customers, if their businesses fail or the Group is restricted from dealing with those customers, and it is unable to

further expand its customer base in respect of the relevant product.

How Kenmare

manages risk



Active management of existing customer relationships and development of new customers



No single customer representing over 15% of revenue



Market intelligence to track developments in customer demand



Development of a new concentrate product as an additional co-product stream with a different customer base

Risk trend

There have been no significant changes to the overall assessment of this risk compared to the prior year.

#### Unanticipated cost inflation

STRATEGY

Description Inflation-related increases in operating or capital costs above expected inflation rates driven by geo-political events, sector-specific

reasons or otherwise. This could include unfavourable movements in foreign exchange between USD and Mozambican Metical.

Potential impact Unanticipated inflation could have a negative impact on the Group’s operating costs, profitability, and capital investment costs.

How Kenmare

manages risk



Fixed price supply agreements where possible



Multi-year labour agreements



Understanding cost drivers and promoting proactive cost management throughout the Group



Active management of existing supplier relationships and development of new supplier relationships to ensure the

Group receives competitive contractual arrangements

Risk trend

There have been no significant changes to the overall assessment of this risk compared to the prior year.

#### Liquidity

STRATEGY

Description As a result of significant capital expenditure in 2025 and prevailing weak market conditions, Kenmare’s liquidity is more

constrained than in recent years. The ongoing negotiation of the IA increases the risk regarding available capital.

Potential impact Should Kenmare experience significant liquidity constraints, its ability to operate effectively and efficiently, including

incurring essential expenditure for its operations and meeting its liquidity covenants under its Revolving Credit Facility, may

be compromised.

How Kenmare

manages risk



Governance and monitoring controls



Appropriately sized Revolving Credit Facility ($200 million) with no repayments due until 2029



High frequency of cashflow forecasting with regular senior management and Board review



Clear guidelines on approval criteria for all expenditure



Regular engagement with Lenders to navigate any foreseeable challenging periods

Risk trend

Not applicable, as this is a new principal risk.

100

Kenmare Resources plc

#### PRINCIPAL RISKS, UNCERTAINTIES

#### AND OPPORTUNITIES CONTINUED

![]()

The Board, taking into consideration the Group’s principal risks and uncertainties, including

emerging risks, assessed the long-term viability of the Group in accordance with Provision 31 of the

UK Corporate Governance Code.

#### Viability assessment: Period

The Board has reviewed the length of time to be covered by the

Viability Statement, particularly given its primary purpose of providing

investors with a view of financial viability that goes beyond the period

of the Going Concern Statement.

The Directors concluded that three years is an appropriate period for

the assessment as they have reasonable clarity over the Group forecast

assumptions over this time. In a commodity-based business, uncertainty

increases inherently with expanding time horizons, potentially impacting

the large number of external variables, in particular sales pricing.

Overall, a three-year timeframe is deemed to achieve a suitable

balance between near- and long-term influences.

#### Viability assessment: Approach

The viability of the Group is assessed against strategic plans and

projections, and considers cash flows, committed funding and liquidity

positions, forecast future funding requirements and other key financial

ratios, including debt covenants.

The Directors’ assessment has been made based on the Group

Forecast with reference to the cash generation capabilities of the

Group and its committed debt facilities, the Board’s risk appetite and

the principal risks and uncertainties and how they are managed.

The Directors also assessed the potential financial and operational

impact, in severe but plausible scenarios, of the highest principal risks

and uncertainties and the likely degree of effectiveness of current

and available mitigating actions. Sensitivity analysis has been applied

to certain key assumptions in the Group Forecast including revenue,

operating costs and tax.

#### Assessment of prospects

The Directors carried out a robust assessment of Kenmare’s current

position and the principal risks facing the Group, including emerging

risks and those that would threaten its strategy, business model, future

performance, solvency or liquidity and covenant compliance.

The Board’s consideration of the long-term prospects of the Group

is an extension of the strategic planning process. This includes the

annual budget review, regular financial forecasting, a comprehensive

risk management assessment and scenario planning, which considers

the Group’s principal risks and uncertainties.

As detailed in Note 1 Statement of Accounting Policies Going Concern

the circumstances regarding the IA and RCF represents a material

uncertainty that may cast significant doubt about the Group’s and

Company’s ability to continue as a going concern and viability such

that they may be unable to realise their assets and discharge its

liabilities in the normal course of business. The Directors have a

reasonable expectation that, subject to resolution of the uncertainties

set out, the Group will be able to continue in operation.

#### Conclusion

The assessment found that the three potential scenarios would impact

Kenmare’s sales and profitability and the liquidity of the Group. It also

indicated periods during which the debt financial covenants could be

breached. The Directors have reviewed these scenarios and believe

that, through the proactive management of the debt facility and the

potential to mitigate the impact on earnings and liquidity, they have a

reasonable expectation that the Group will remain viable and continue

to operate and meet its liabilities, as they fall due, for the next three

years to December 2028.

SCENARIO

Scenario 1:

PROLONGED RECESSIONARY ENVIRONMENT

This scenario assumes a longer reduction in customer demand,

resulting from the economic uncertainty and supply-side pressure

currently experienced, than is already included in the Group

Forecast. This scenario links with the industry cyclicality, liquidity

and changing competitive landscape risks.

Scenario 2:

HIGHER OPERATING COST ENVIRONMENT AS A RESULT

OF NON-RENEWAL OF A GOVERNMENT AGREEMENT

The Implementation Agreement (IA) governs the terms under

which Kenmare conducts its mineral processing and export

activities. The IA granted certain rights and benefits for a period of

20 years to 21 December 2024, subject to extension upon request.

Kenmare has been engaging constructively with the Government

of Mozambique regarding the extension and, in connection with

the extension, has proposed certain modifications to the applicable

investment regime, which have been included in the Group

forecast. However, the timetable for the extension has extended

beyond 21 December 2024.

The initial term of the Group’s Mining Licence over the orebody will

expire in 2029. Under the terms of the Mineral Licencing Contract

(MLC) the Group can apply for an extension of 15 years to 2044.

Under the terms of the MLC, the Group can apply for subsequent

extensions post-2044, provided the life of the mine allows and

subject to the same conditions as the first renewal.

A non-renewal or significant adverse amendment to either of

the above Government agreements could impact the economic

interests of Kenmare Moma Processing (Mauritius) Limited and/

or Kenmare Moma Mining (Mauritius) Limited. The Group would

pursue available remedies to secure its rights of renewal; however

the timeline for this, and the eventual outcomes, are uncertain.

This scenario aligns with Permitting, licensing and Government

agreement risk and Liquidity risk.

In order to assess this scenario, the Group has focused on the IA

as the MLC is not due for renewal until 2029, which is beyond the

period of this review.

Scenario 3:

COMBINATION OF SCENARIOS

The most severe scenario considers the impact of both scenario 1

and scenario 2 materialising simultaneously.

101

Annual Report and Accounts 2025

STRATEGIC REPORT

#### VIABILITY STATEMENT

![]()

One of the most meaningful transitions

I have experienced at Kenmare has been

the shift from the former safety mindset to

the Trabalho Seguro (Safe Work) culture.

This transition was not only procedural, but

also deeply behavioural, requiring a change

in how we think, act and hold one another

accountable every day. Trabalho Seguro!

RUBENS JUNIOR

MINE OPERATIONS SPECIALIST

102

Kenmare Resources plc

![]()

# GOVERNANCE

 Governance at a glance

104

 Board of Directors

106

 Executive Committee

108

 Corporate governance report

110

 Nomination Committee report

121

 Sustainability Committee report

124

 Audit & Risk Committee report

127

 Remuneration Committee report

132

 Annual report on remuneration

136

 Remuneration policy report

145

 Directors' report

154

#### Contents

#### LEADERSHIP TRANSITION

Tom Hickey became Managing Director in August

2024 and 2025 was his first full year in the role.

In May 2025, James McCullough joined Kenmare

as Chief Financial Officer. The Board was also

strengthened during the year, with Katia Ray joining

as a Non-Executive Director in October.

Each transition strengthens the next,

powering Kenmare’s purpose of

Transforming resources into

#### opportunity for all.

103

Annual Report and Accounts 2025

GOVERNANCE

![]()

#### Kenmare’s Board

#### How the composition of Kenmare’s Board allows it to deliver long-term sustainable value for Kenmare and its

#### stakeholders

#### Skills matrix

Kenmare requires each Director to

be recognised as a person of the

highest integrity and standing, both

personally and professionally. Each

Director must be ready to devote

the time necessary to fulfil their

responsibilities to the Company

in accordance with the terms

and conditions of their letter of

appointment. Each Director should

have demonstrable experience, skills

and knowledge that enhance Board

effectiveness and complement those

of the other Board members. This

is to ensure an overall balance of

experience, skills and knowledge,

and to create long-term sustainable

value for the Company and its

stakeholders. Where material skills

are identified as missing from

the Board composition, these

are targeted in the next Board

refreshment. Where necessary, the

Board draws on the expertise and

skills of external parties in order to

facilitate effective discussion and

decision making, e.g. climate change,

biodiversity experts. This is arranged

by the Company Secretary and

management.

Area IAB MD EDK CF TH DS AW KR

Executive management

Experience as a Director, CEO, CFO

or other office holder or similar in

medium-to-large entities

✓ ✓ ✓ ✓ ✓ ✓ ✓

Specific industry knowledge

Senior Executive, advisory or Board

experience in a mining or resources

organisation

✓ ✓ ✓ ✓ ✓ ✓ ✓

Accounting and finance

Senior Executive experience in financial

accounting and reporting, or business

development or Board Remuneration

and Nomination Committee experience

✓ ✓ ✓ ✓ ✓ ✓

Sustainability

Experience and knowledge of working

on sustainability activities directly or as

part of operational responsibility

✓ ✓ ✓ ✓

Climate

Leadership on climate and decarbonisation

✓ ✓ ✓

Legal and governance

Experience in organisations with a

strong focus on, and adherence to,

governance standards

✓ ✓ ✓ ✓ ✓ ✓ ✓

International experience

An understanding of the complexities of

operating in foreign jurisdictions

✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓

Cyber security

Practical understanding of cyber risk,

resilience and governance at board level,

including oversight of cyber strategy,

incident response, third-party risk, data

protection and regulatory expectations

✓ ✓

LENGTH OF TENURE COMPOSITION BOARD GENDER

DIVERSITY

NATIONALITY

1

0–3 YEARS

5

3–6 YEARS

2

6+ YEARS

5

INDEPENDENT

NON-EXECUTIVE DIRECTORS

1

NON-EXECUTIVE

DIRECTOR

1

CHAIR

1

EXECUTIVE

DIRECTOR

4

MALE

4

FEMALE

2

United Kingdom

2Ireland

1

Brazil

1

USA

Denmark

1

Oman

1

104

Kenmare Resources plc

#### GOVERNANCE AT A GLANCE

![]()

FOR ALL

The Sustainability Committee

actively engages with management

and provides advice and oversight

on matters such as health and safety,

environment, community, employee

matters, security and human rights,

all of which impact on the Group’s

relationships with stakeholders. The

Committee also reviews progress

on internal sustainability metrics

and public targets, which provide an

incentive to continuously improve

engagement.

Directors engage with shareholders,

lenders and authorities throughout

the year.

The Company regularly commissions

Social Baseline surveys. The purpose

of these is to evaluate the living

conditions of households that have

been physically or economically

displaced or indirectly impacted

by the Moma Mine. In 2025, the

Sustainability Committee requested

management to investigate what can

be done to improve food security

throughout the year especially

during the “hungry months”.

INTO OPPORTUNITY

Kenmare’s purpose involves the

creation of opportunities for all of

our stakeholders – whether they are

employees, Community members or

shareholders.

In 2025, the Board approved the

Sustainability Strategy goals 2025-

2030. These capture issues such

as local procurement, safety at Site,

gender diversity, biodiversity and

carbon emissions. The Sustainability

Committee monitors progress

against the strategy and reports on

this to the Board.

TRANSFORMING RESOURCES

The Board provides feedback

and constructive challenge

to management in relation to

operational performance and,

through the Company’s remuneration

structure, sets targets to incentivise

management and employees to

reach and maintain production

targets and achieve market guidance.

The Board also reviews the annual

budget, which provides for optimal

use of Kenmare’s financial resources.

Financial reporting oversight

is provided by the Audit & Risk

Committee.

In 2025, the Board was briefed on the

results of an employee engagement

survey and on workplace

culture, especially in light of the

retrenchment process.

#### How the Board has supported the Group in transforming resources into opportunity for all

See more details about how

the Board monitors culture

throughout the Group on page 114

See more details about how the

Board engages with stakeholders

on page 44

See more details about the

Sustainability Committee’s

activities on page 126

105

Annual Report and Accounts 2025

GOVERNANCE

![]()

Committee key

A

Audit & Risk Committee

R

Remuneration Committee

N

Nomination Committee

S

Sustainability Committee Committee Chair

#### Andrew Webb (AW)

Chair and Non-Executive Director

Age 57 | Appointed: 2021

#### Tom Hickey (TH)

Managing Director

Age 57 | Appointed: 2022

Skills and experience

Andrew Webb was previously a managing director at Rothschild & Co. in the

Global Advisory team, where he worked for 25 years until September 2018. During

this time, Andrew advised governments, private and listed companies (including

the Company) and joint ventures on strategy, fundraisings, debt financings,

mergers, on and off-market acquisitions, disposals and restructurings. Andrew has

a BA and an MA in Natural Sciences from the University of Cambridge. He brings

his considerable experience in corporate finance to the Company.

External appointments

Andrew is a Non-Executive Director and Chair of Ecora Royalties plc, a royalty

company listed on the London Stock Exchange. He is also a Director of Memento

Exclusives Limited, a sports memorabilia company, AdeptoMines Limited, a mining

software company, Launcherley Tourism, a holiday apartment letting company

as well as a number of community interest/not-for-profit companies in England.

All of these are private unlisted companies. Andrew also acts as a consultant to

Berkeley Research Group and Ecometric Limited, a climate-tech group.

Skills and experience

Before his appointment to Kenmare as Finance Director in 2022, Tom Hickey

served for 15 years as Executive and/or Non-Executive Director of various public

companies. This included eight years as Chief Financial Officer of the African

and South American-focused oil and gas producer Tullow Oil Plc. Tom also

held senior financial roles with the oil and gas exploration company Petroceltic

International Plc between 2010 and 2016, including as Chief Financial Officer,

and was an Independent Non-Executive Director with United Oil & Gas Plc and

Petroneft Resources Plc. Tom has a Bachelor of Commerce degree and a Diploma

in Professional Accounting, both from University College Dublin, and he is a Fellow

of the Irish Institute of Chartered Accountants. He contributes his skills and

expertise as an experienced finance professional, as well as his natural resources

background, to the Company. Tom was appointed as Managing Director of the

Company in 2024.

External appointments

Tom is a Director of Boru Energy Limited, a personal consultancy company and

a Non-Executive Director of Teamwork Holdings Limited, Kuldea Limited and

Vortech Water Solutions Limited, all of which are private unlisted companies, as

well as Donore Harriers Company Limited by Guarantee, an athletics club.

#### Issa Al Balushi (IAB)

Non-Executive Director

Age 37 | Appointed: 2023

#### Mette Dobel (MD)

Independent Non-Executive Director

Age 58 | Appointed: 2022

Skills and experience

Issa Al Balushi is a Manager in Economic Diversification Investments at Oman

Investment Authority (OIA). He has more than 10 years of experience in the

financial industry and has worked as a portfolio manager for several OIA assets

nationally and internationally. Previously, he worked at the Central Bank of Oman

as a bank examiner and at EY in Oman as a financial analyst. He holds a Master’s

degree in Financial Analysis from UNSW, Sydney and a Bachelor of Science,

Finance from SQU, Muscat. Issa brings his experience in the financial industry and

in international investment to Kenmare.

External appointments

Issa is a Director of several private companies owned by OIA and Omani

state-owned enterprises.

Skills and experience

Mette Dobel has over 25 years’ experience in the mining, cement and engineering

industries. She was, until 2022, Regional President, Europe, North Africa, Russia/

CIS for FLSmidth, an engineering, equipment and service solutions provider to the

global mining and cement industries. She was previously, for 12 years, a director of

FLSmidth A/S and FLSmidth & Co. A/S, which is listed on Nasdaq OMX Exchange

in Copenhagen. Through her work, Mette has dealt with the sustainability agenda

within mining operations, particularly in relation to transitioning towards more

climate-friendly operations. She holds a Master’s degree in Engineering and a

Bachelor of Science (Commercial) from Københavns Teknikum. Mette contributes

her engineering expertise as well as her governance and employee relations

experience to the Company.

External appointments

Mette is Chief Executive Officer of Dublix Technology ApS and a Non-Executive

Director of both M&J Recycling ApS and M&J Denmark A/S, all of which are

private Danish companies.

R

S

106

Kenmare Resources plc

#### BOARD OF DIRECTORS

![]()

#### Elaine Dorward-King (EDK)

Independent Non-Executive Director and

Senior Independent Director

Age 68 | Appointed: 2019

#### Clever Fonseca (CF)

Independent Non-Executive Director

Age 72 | Appointed: 2018

Skills and experience

Elaine Dorward-King has over 30 years’ experience in the mining, chemicals and

engineering industries, including the mineral sands sector. She was Executive

Vice President of Sustainability and External Relations for Newmont Goldcorp

from 2013 to 2019, where she was responsible for sustainability strategy, including

climate and decarbonisation. Prior to that, she worked from 1992 to 2013 for Rio

Tinto, as Global Head of Health, Safety and Environment and Managing Director

of Richards Bay Minerals (South Africa’s largest mineral sands producer). She

holds a Bachelor of Science, magna cum laude, from Maryville College, Tennessee

and a PhD in Analytical Chemistry from Colorado State University. Elaine brings a

wealth of natural resources and sustainability.

External appointments

Elaine is a Non-Executive Director of JSE and NYSE-listed Sibanye Stillwater Ltd

and NYSE and TSX-listed Novagold Resources Inc.

Skills and experience

Clever Fonseca has worked in the titanium industry for over 35 years. He has

extensive knowledge and Board-level management experience of mineral sands

mining and he has worked in the titanium pigment and feedstock industries. He

was responsible for developing Brazil’s only dredge-mined mineral sands operation,

was Vice President of Global Supply and Mining for Millennium Inorganic Chemicals

(now part of Tronox) in the US, and also served as Executive Director of Mineral

Deposits Ltd in Melbourne. While at Millennium Inorganic Chemicals, Clever led one

of the most successful rehabilitations of tropical forest in the mineral sands industry

in Brazil. Most recently, he was Chief Executive of TiZir Ltd until 2012. He has a BSc

in Mining Engineering from Universidade Federal De Pernambuco, and an MBA from

Fundacao Getulio Vargas, both in Brazil. Clever contributes his skills and experience

in the titanium industry to the Company.

External appointments

None.

S

A

N

N

R

S

#### Katia Ray (KR)

Independent Non-Executive Director

Age 62 | Appointed: 2025

#### Deirdre Somers (DS)

Independent Non-Executive Director

Age 59 | Appointed: 2020

Skills and experience

Katia has over 25 years of senior-level experience in the mining sector,

including with FTSE 100 companies in Europe, Africa, North America and Asia.

Her experience covers a range of commodities, such as industrial minerals,

diamonds and platinum group metals. During her 15 years with Rio Tinto plc

from 1993 to 2008, she held various senior positions in sales and marketing,

business development and change management and, more recently, she

worked in business development for Anglo American plc. Katia founded her own

consultancy, KPNB Limited, in 2009, advising multinational corporations, private

equity firms and information providers on strategy, M&A, change management

and market entry. Katia holds an MSc in Chemical Engineering (British equivalent)

from the University of Chemical Technology, Moscow.

External appointments

None.

Skills and experience

Deirdre Somers has over 20 years’ experience in senior management positions,

having served as Chief Executive of the Irish Stock Exchange (ISE) from 2007 to

2018 and, prior to that, as its director of listing. She led the ISE’s transformation to

a highly profitable entity with global specialisms culminating in its sale in March

2018 to Euronext NV. She also held the position of president and board chair of

the Federation of European Securities Exchanges from 2015 to 2018. Deirdre, a

qualified Chartered Accountant, also worked with KPMG for eight years and holds

a Bachelor of Commerce degree from University College Cork. She contributes

her financial skills and market experience to the Company and is the financial

expert on the Audit & Risk Committee.

External appointments

Deirdre is a Non-Executive Director and Audit Committee Chair of the investment

entities iShares I plc, iShares II plc, iShares III plc, iShares IV plc, iShares V plc, iShares

VI plc and iShares VII plc (all BlackRock entities listed in various markets). She is also

a Non-Executive Director and Chair of Cancer Trials Ireland Limited, which is an Irish

registered charity. She previously served as Non-Executive Director for Effusion Inc

(listed on NYSE), Non-Executive Director and Chair of Aquis Exchange Plc (quoted

on the Alternative Investment Market of the London Stock Exchange).

R

A

A

N

R

107

Annual Report and Accounts 2025

GOVERNANCE

![]()

#### Tom Hickey

Managing Director

Tom Hickey joined Kenmare as Financial

Director in 2022. Before this, he served

for 15 years as an executive and/or

non-executive director of various public

companies, including Tullow Oil Plc,

Petroceltic International Plc and United

Oil and Gas Plc. Tom was appointed

as Managing Director of the Company

in August 2024. Tom has a Bachelor

of Commerce degree and a Diploma

in Professional Accounting, both from

University College Dublin, and he is a

Fellow of the Irish Institute of Chartered

Accountants.

#### Ben Baxter

Chief Operations Officer

Ben Baxter joined Kenmare in 2015 and

has over 25 years’ experience in the

mineral sands industry. He was previously

employed by Rio Tinto at Richards Bay

Minerals (RBM) in South Africa and QMM in

Madagascar, where he held a broad range

of geological, mine planning and leadership

roles before being appointed General

Manager-Mining. Ben holds a BSc (Hons)

in Applied Geology from the University of

Leicester and an MSc in Mining Geology

from the Camborne School of Mines.

In 2022, he completed the Advanced

Management Programme at Harvard

Business School.

#### James McCullough

Chief Financial Officer

James McCullough joined Kenmare as

Chief Financial Officer on 1 May 2025.

James has extensive mining, strategic and

financial experience, having served for 14

years with Rio Tinto Plc, most recently as

General Manager-Group Strategy. Prior to

joining Rio, James was a Natural Resources

Equity Analyst with Davy Group, where he

covered a wide range of natural resources

companies, including Kenmare. James has a

PhD in Engineering from University College

Dublin and an Executive MBA from Bayes

Business School. He is also a Chartered

Management Accountant.

#### Carlos Freesz

Global Head of ICT

Carlos Freesz joined Kenmare in 2022

and brings over 25 years of experience

in technology across various industries.

He has held global technology leadership

and management positions at MARS, IBM,

SAP, and Accenture, where he successfully

integrated technology strategy and

execution. Carlos has collaborated with

prominent companies such as Vale, CSN

and Anglo-American. He holds a BSc in

Mechanical and Industrial Engineering

from Faculdade de Engenharia Industrial

(Brazil), an MSc in Digital Strategy from

Trinity College Dublin, an Executive

MBA from INSPER (Brazil), and has

completed the MIT Leadership Programme

at the Massachusetts Institute of

Technology (USA).

#### Chelita Healy

Company Secretary

Chelita Healy graduated from University

College Dublin with a Bachelor of Civil Law

degree and a Master’s degree in European

Law. She qualified as a solicitor in 1996. She

then worked as a solicitor and, later, as a

Partner, in a Dublin legal firm before joining

Kenmare’s Company Secretarial department

in 2019. She was appointed Company

Secretary in 2021.

108

Kenmare Resources plc

#### EXECUTIVE COMMITTEE

![]()

#### Cillian Murphy

Group General Manager –

Sales & Marketing

Cillian Murphy joined Kenmare in 2016. He

graduated with a BSc in Economics and

Finance from University College Dublin.

Cillian initially worked in Kenmare’s Investor

Relations and Corporate Development team

before becoming a marketing executive.

He became Marketing Manager in January

2020 and, in 2024, took on the role of Group

General Manager – Sales & Marketing.

#### Anna Brog

Head of Sustainability

Anna Brog joined Kenmare in 2021. She

was previously at Tullow Oil Plc, whose

assets are predominantly in Africa, where

she led the development of the company’s

ESG programme as its Sustainability

Manager. Prior to this, she was Head of

Corporate Social Responsibility at Logica

Plc, a multinational IT and management

consultancy company. Anna holds a

postgraduate Certificate in Sustainability

from the University of Cambridge and a BA

from the University of Sussex.

#### Gareth Clifton

Mozambique Manager

Gareth Clifton holds a BA Economics

degree from the University of Exeter and an

MSc in African Studies from the University

of Edinburgh. He joined Kenmare in 2001

having worked as a General Manager for

Union Transport LDA. He previously held

the position of manager for a Mozambican

shipping agent and worked for the UNDP.

#### Rajan Subberwal

General Counsel

Rajan Subberwal joined Kenmare in

2013. He previously worked at Sullivan &

Cromwell LLP in London and he trained

at Clifford Chance LLP in London and

Frankfurt. Rajan has a BA from Oxford

University, an LLB from London University

and an LLM from Harvard Law School.

He is admitted as a solicitor in Ireland and

England and Wales, and as an attorney in

New York.

#### Katharine Sutton

Head of Investor Relations

Katharine Sutton joined Kenmare in 2019.

Prior to that, she was Head of Investor

Relations at three gold producers: TSX

and NYSE-listed Golden Star Resources,

AIM and TSX-listed Amara Mining plc, and

LSE (FTSE 250), and TSX-listed Centamin

plc. She began her career in the City at

Buchanan Communications and previously

worked as a Broadcast Journalist at the

BBC. Katharine holds a BA (Hons) in

English and Related Literature from the

University of York.

109

Annual Report and Accounts 2025

GOVERNANCE

![]()

The Directors recognise the importance of corporate

governance and ensure that appropriate corporate governance

procedures are in place.

The 2024 UK Corporate Governance Code issued by the UK’s Financial Reporting Council

(FRC) in January 2024 (the “Code”) applies to the Company as it has a premium listing on

the London Stock Exchange. A copy of the Code can be obtained from the FRC’s website,

www.frc.org.uk. In the financial year under review, the Directors complied with all relevant

provisions of the Code save that Graham Martin remained as a Director for a brief period in

excess of nine years for the reasons explained below. The table on the right outlines the main

Principles of the Code (“the Principles”) and where, in this Annual Report, there is further

information on the application of the Principles. During the course of 2026, the Board will

prepare for reporting in compliance with Provision 29 of the Code.

#### Main Principles Pages

Board leadership

and company purpose

110

Division of responsibilities 110, 111

Composition, succession

and evaluation

111, 116

Audit, risk and

internal control

119

Remuneration 132

#### Board leadership and Company purpose: Kenmare’s Governance framework

#### Board of Directors

#### ROLE OF THE BOARD

The Board is collectively responsible for the leadership, oversight, control, development

and long-term success of the Group. It works with management to set corporate vision and

develop strategy, with the aim of creating long-term sustainable value for the Company’s

shareholders, while recognising and discharging wider responsibilities to other stakeholders,

including employees, customers, suppliers and the communities in which it operates,

and to the environment. The Board constructively challenges, and holds to account, the

management team, in relation to both the operational and financial performance of the

Group and its wider sustainability goals. It is also responsible for ensuring that accurate and

understandable information is provided about the Group to shareholders, finance providers

and other stakeholders on a timely basis.

The Board’s responsibilities include:



ensuring that appropriate management, development and succession plans are in place;



reviewing the health, safety and sustainability performance of the Group, including its

response to climate change;



approving the appointment of Directors and their remuneration and severance;



ensuring that satisfactory dialogue takes place with shareholders;



understanding the views of the Group’s other key stakeholders and keeping engagement

mechanisms under review so that they remain effective;



assessing the basis on which the Group generates and preserves value over the

long term;



assessing and monitoring culture;



providing a means for the workforce to raise concerns in confidence;



providing a robust assessment of the Group’s emerging and principal risks; and



monitoring the effectiveness of the Group’s risk management and internal control systems.

#### MATTERS RESERVED

#### FOR THE BOARD

The Board has a formal schedule of

matters specifically reserved for its

decision, including:



strategic decisions;



sustainability strategy and targets;



risk management and internal

controls;



acquisitions and capital expenditure

above agreed thresholds;



approval of interim and final

dividends and share purchases;



changes to the capital structure;



tax and treasury oversight;



approval of half-yearly and annual

financial statements;



budgets and matters currently, or

prospectively, affecting the Group

and its performance;



Board and Committee

membership; and



the Remuneration policy.

This schedule is available at

www.kenmareresources.com/

about/corporate-governance/

#### AUDIT & RISKCOMMITTEE

Monitors the appropriateness and

integrity of the Group’s financial

reporting, external audit, internal

audit and risk management

processes

#### NOMINATION

#### COMMITTEE

Evaluates the composition of

the Board to ensure an effective

balance of skills and experience,

and considers succession planning

for Directors and Senior Executives

#### REMUNERATION

#### COMMITTEE

Determines the policy for remuneration

of the Chair, the Executive Directors,

the Company Secretary and such

other Executive management as it is

designated to consider

#### SUSTAINABILITY

#### COMMITTEE

Oversees the

implementation of the

Group’s sustainability-

focused corporate policies

Supported by:

110

Kenmare Resources plc

#### CORPORATE GOVERNANCE REPORT

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#### Responsibilities of members of theBoard

Details of the responsibilities of members of

the Board is available at

www.kenmareresources.com/about/

corporate-governance.

#### Composition and operation of theBoard

The Board consists of the Chair and seven

Directors, of whom one is Executive and six are

Non-Executive. Biographical details, including

each Director’s date of appointment, are

set out on pages 106 and 107. The majority

of the Board is made up of independent

Non-Executive Directors. As required, the

Chair is a Non-Executive Director and was

independent on appointment.

The Board has delegated responsibility for the

management of the Group to the Managing

Director and the management team.

A clear division of responsibility exists

between the Chair, whose principal

responsibility is the effective running of the

Board and is not responsible for executive

matters regarding the Group’s business,

and the Managing Director, whose principal

responsibility is running the Group’s business

on a day-to-day basis. A summary of the role

and responsibilities of each of the Chair and

the Managing Director can be found on the

Company website at www.kenmareresources.

com/about/corporate-governance.

The Board has delegated some of its

responsibilities to four Committees of the

Board: Audit & Risk, Remuneration, Nomination

and Sustainability. Each Committee has written

Terms of Reference that set out its authorities

and responsibilities. These Terms of Reference

are available for review at the Company’s

registered office and on the Company’s

website at www.kenmareresources.com/about/

corporate-governance.

Information required by the Listing Rules on

the Board and Executive Committee’s gender

and ethnic diversity are in the Nomination

Committee report on page 123 The diversity

policy on Board appointment is set out in the

Nomination Committee report on page 122 and

is incorporated into this report.

All Directors offer themselves for re-election at

the Company’s AGM in May 2026.

#### Commitments

Non-Executive Directors are expected to

devote such time as is necessary for the

proper performance of their duties. This will

include attendance at regular Board and

Committee meetings, the AGM and any

extraordinary general meetings, Board dinners,

occasional Site visits and meetings with

shareholders. In addition, they are required

to consider all relevant papers prior to each

meeting. They are required to obtain the

agreement of the Board before accepting

additional commitments that might affect the

time they are able to devote to their role at

Kenmare. This matter is considered by the

Nomination Committee on an ongoing basis in

accordance with its Terms of Reference.

#### Workforce engagement

#### During 2025, I had the pleasure of engaging with our workforce both in Dublin and at the Moma Mine.

This engagement took place during a

challenging year for the Company, marked

by a strong focus on cost discipline and

the regrettable need to implement a

retrenchment process.

One of the most notable outcomes of the

year has been the resilience of our workforce.

Despite the circumstances, employee morale,

engagement and safety performance have

remained strong. Employees have expressed

appreciation for the transparent, timely and

visible communication from both direct

and senior management. This feedback

is particularly encouraging in light of the

2024 employee engagement survey, where

employees expressed a desire for greater

transparency and improved communication.

It is, therefore positive to observe that

these areas appear to have strengthened

during 2025.

During the Board visit to Moma, we

observed the tangible cultural impact

of the Trabalho Seguro safety initiative.

While Trabalho Seguro was initiated in

2024, its effects became increasingly

embedded across the organisation during

2025. The initiative has moved beyond a

programme to become an integral part of

daily behaviour, with employees greeting

one another and opening meetings with

“Trabalho Seguro”, clearly demonstrating

shared ownership of safety and well-being.

I participated in the Site-wide Visible Felt

Leadership programme at Moma, where

teams gather weekly to share safety or

culture-related messages. This consistent

and inclusive approach reinforces shared

values across a diverse workforce. I

also observed a strong learning culture

following an unfortunate safety incident

during the year, with employees engaging

openly in understanding root causes and

preventive actions for incidents, reinforcing

a culture of learning rather than blame.

Engagement with leaders at Moma

demonstrated a high degree of

openness and coherence, reflecting a

constructive leadership culture and shared

responsibility for employee engagement.

In 2024, workforce feedback highlighted

a desire for stronger mental health

support. In response, during 2025, the

Company introduced a confidential mental

health support line, delivered through

an independent third-party provider,

offering 24/7 professional assistance.

While utilisation to date has been limited,

management considers this an important

foundation and will continue to raise

awareness of the service and its scope.

Engagement with employees in Dublin

highlighted appreciation for the team

spirit and the “I CARE” values. Feedback

also pointed to opportunities to further

strengthen employee involvement during

difficult periods.

Overall, engagement activities during

the year indicate a high level of trust in

the Company and in management. The

Board remains committed to listening

to workforce feedback and ensuring

that engagement, safety, well-being

and inclusion continue to support the

long-term sustainability of the business.

Mette Dobel

Designated Workforce

Engagement Director

9 April 2026

111

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GOVERNANCE

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#### Board site visit

The Directors visited the Mine in February 2026. The trip provided them with an opportunity to tour the

recently upgraded Wet Concentrator Plant (WCP) A, see the Selective Mining Operation (SMO) in operation,

visit the protected Icuria forest and meet with employees and community members.

WCP A

Having received regular progress updates

on the project, a visit to WCP A was much

anticipated. The Directors boarded the

new Calen dredge and received a briefing

on commissioning and optimisation risks

and success factors, as well as seeing a

demonstration of the dredge in operation.

Most importantly, upon their visit to the

Tailings Storage Facility (TSF), the Board

noted the programme in place for safety

compliance and Global Industry Standard

on Tailings Management (GISTM)

conformance.

#### Operations

The Directors also visited WCP B and

were briefed on rehabilitation and water

stewardship, including river restoration

post-mining. They also saw the SMO in

operation for the first time. The Board

visited the Mineral Separation Plant (MSP)

complex and, in particular, the product

sheds where they heard about product

destocking and marine services efficiency.

They also received an overview on the

relatively new product, ZrTi.

#### Sustainability

The Directors visited the Icuria forest

to see how Kenmare is working with

communities to increase biodiversity and

met community members who are working

as wardens, patrolling the area to protect

this valuable resource.

#### Cost management

The Directors gained a deeper

understanding of Moma’s cost

management and value planning, including

how this has been embedded into normal

operations and outlining some of the

key decisions and trade-offs that will be

required in 2026 to meet revenue and cost

targets.

#### Communities

The community team reminded the

Directors of its strategy and plans for

economic development. Trends in

Kenmare’s social licence to operate

were discussed, as well as the current

mood in the communities following the

disturbances in Mozambique in early 2025.

Three of the Board members met with

local community members and political

leaders to gain direct feedback on issues

influencing relations between Kenmare

and the community.

#### Products

The Directors visited the laboratory at

the MSP and toured the geometallurgical

laboratory, including seeing the scanning

electron microscope. They received an

update on how the laboratory operates

and its plans for improving the assessment

of product quality. There was also

a session on improvements in mine

forecasting.

#### Safety

The Directors saw Trabalho Seguro in action

and attended an industrial theatre session to

help employees understand the impacts of

injuries on colleagues and families.

#### Security

The Board had the opportunity to meet

the new security manager and to listen to

his plans for improvements in the security

strategy through upskilling and the use

of technology. The protection of human

rights was discussed.

#### Employees

Throughout the visit, the Directors

engaged with employees and had a

dedicated discussion on culture and

morale at Site.

#### Board meetings

The Board meets regularly to ensure that

all its duties are discharged effectively. All

Directors are expected to prepare for, and

attend, meetings of the Board and the AGM. If

a Director is unable to attend a Board meeting

in person, teleconference arrangements are

available to facilitate participation. In the

event that a Board member cannot attend or

participate in the meeting, the Director may

discuss agenda items with the Chair, Managing

Director or Company Secretary in advance of

the meeting.

A schedule of Board and Committee

meetings is circulated to the Board for the

following year. A more detailed agenda

and Board materials are made available

electronically in the week preceding the

meeting.

During 2025, the Board held 10 meetings.

Details of the Directors’ and Company

Secretary’s attendance at Board and

Committee meetings are set out at

www.kenmareresources.com/about/

corporate-governance.

#### Advocacy and lobbying

Kenmare is not a member of any trade

associations. The Company supports the

position of the International Council on

Mining and Metals on climate, to achieve

Net Zero by 2050 or sooner. Kenmare also

supports policies that encourage investment

in low-carbon technologies and supports

disincentives for the ongoing use of

fossil fuels.

112

Kenmare Resources plc

#### CORPORATE GOVERNANCE REPORT CONTINUED

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#### Board activities in 2025

In addition to regular agenda items, such as updates on operations, projects, marketing, finance, investor relations, corporate development and

briefings from Committee Chairs, the Board’s activities in 2025 included the following:

Strategic Links to strategy Stakeholders considered



Considered the Possible Offer and PUSU extension requests



Reviewed the valuation of the Company



Considered terms of renewal of the Implementation Agreement and related strategy



Conducted a review of strategy, including industry developments, the competitive

landscape, the Group’s product portfolio and pricing outlook, long-term production

options and power security



Reviewed potential acquisition and/or exploration opportunities and approved a

corporate development framework

Shareholders, governments,

employees and lending

banks

Operations Links to strategy Stakeholders considered



Received briefings on disturbances at Site and, more widely, the Mozambican

political and security situation



Received regular briefings on the equity market



Reviewed the Group’s cybersecurity improvement plan and progress



Received updates on a defaulting debtor

Shareholders, employees,

customers, communities

and lending banks

Governance and Corporate Links to strategy Stakeholders considered



Reviewed Directors’ compliance arrangements



Considered the obligations of the Board in relation to the Possible Offer and

compliance with the Irish Takeover Rules



Appointed Katia Ray as a Director

Shareholders, employees,

governments and regulators

Health and Safety Links to strategy Stakeholders considered



Received reports on investigations into injuries at Site and a police force fatality



Reviewed the circumstances of a diesel spillage and related action plan

Employees and

communities

Finance and Risk Management Links to strategy Stakeholders considered



Approved the 2026 Budget



Considered the Company’s distributable reserves and approved the payment of the

2024 final dividend and 2025 interim dividend



Approved the Annual Report and Accounts for 2024 and the half-year results to

30 June 2025



Reviewed the assumptions, basis of calculations and completeness of work related

to the Group’s consideration of impairment



Monitored compliance with banking covenants and related adjustments

Shareholders, lending banks

and governments

Sustainability Links to strategy Stakeholders considered



Considered relations with the communities living close to the Mine



Received quarterly reports from the Chair of the Sustainability Committee in

relation to its activities

Communities, governments

and shareholders

Culture Links to strategy Stakeholders considered



Received regular briefings on community and employee relations



Reviewed the results of the corporate staff engagement survey



Monitored culture within the organisation

Employees, communities

and shareholders

LINKS TO STRATEGIC PRIORITIES

Operate responsibly Deliver long-life, low-cost production Allocate capital efficiently

113

Annual Report and Accounts 2025

GOVERNANCE

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#### Board oversight of culture

The Board believes that Kenmare’s strategy is supported and enabled by a unique and distinctive culture, which has been developed and

sustained over many years. This culture is founded on the Company’s values of Integrity, Commitment, Accountability, Respect and Excellence

(ICARE), which are embedded at every level of the organisation through a variety of policies, forums, tools, communication and support.

The Board does not use a singular tool for monitoring and shaping culture. Instead it draws on a number of sources to understand how employees

and others feel about Kenmare and how this drives behaviours on a day-to-day basis. These include the following reports, metrics and other

information channels:

#### Visit to the Moma mine

The Board visits the Mine every two years,

with its last visit in February 2026. Physically

meeting employees and community

members has proven to be one of the most

effective tools in assessing the culture of

the organisation and gauging stakeholders’

attitudes towards Kenmare. More details on

the visit are on page 112

#### Diversity and inclusion

The Board believes that diversity and inclusion

help the Company to attract, engage and

retain the best talent; adapt and respond

effectively to the changing expectations of its

stakeholders; and find and innovate solutions

to business challenges, leveraging on the

diverse viewpoints, skills and experience

of all employees and stakeholders. The

Board-approved Employment Policy seeks

to create an environment where everyone

is respected and valued. The Board places

particular emphasis on promoting local

content and employment and increasing

female representation in the workforce.

At year-end, 18.2% of the Mine employees

were women, compared with 17.43% in 2024.

Kenmare aims to hire local people wherever

possible and, in 2025, 97% of the workforce

was Mozambican. Various initiatives are

in place, such as the Women’s Forum, to

encourage the retention of female staff and

improvement in working conditions, where

necessary. Levels of female participation in the

workforce are set as targets for management

by the Remuneration Committee and are

reported on to the Committee and Board.

#### Workforce engagement

The Board believes that regular workforce

engagement can greatly assist in

understanding the impact and value of

culture to the business and assessing its

implementation by management. Mette Dobel

has been designated as the Non-Executive

Director responsible for workforce

engagement. Her interaction with staff and

feedback to the Board help the Board to

assess workforce sentiment and address

issues of concern. A report from Mette Dobel

is set out on page 111.

#### Health and safety

A safe working environment is a fundamental

plank of Kenmare’s values. Kenmare’s Health

and Safety policy sets out its commitment

to zero harm, proactive management of

safety risks, and maximising opportunities to

enhance employee well-being. Performance

against these objectives is monitored by the

Board and Sustainability Committee, and is

used as a Key Performance Indicator (KPI) for

management remuneration.

#### Employee engagement survey

The employee engagement survey helps

the Board to understand how employees

feel about the Company, their working

environment and the culture. It is undertaken

every two years and the results are presented

to the Sustainability Committee. It covers

areas such as job fulfilment, respect,

workload, teamwork and interaction with

managers. In 2025, an engagement survey,

solely of corporate staff was carried out

for the first time and reported on to the

Board. Working groups were formed to deal

with issues identified by the survey and

have presented their recommendations to

management.

#### Kenmare Moma Development

#### Association (KMAD)

The Board believes that Kenmare should be

a catalyst for positive social and economic

change in the Moma Mine area. One of

the ways the Company achieves this is

by supporting KMAD, a not-for-profit

organisation established in 2004 to implement

development programmes in the Moma

Mine’s host communities. Its community

initiatives have four key focuses – livelihoods

and economic development, healthcare

development, education development, and

water and sanitation development. The

Kenmare Country Manager and his team

brief the Sustainability Committee on KMAD’s

activities and the Committee reviews and

provides input into its strategy.

#### Supplier code of conduct

The supply chain is an essential part of

Kenmare’s business and the Company

recognises that its suppliers, through the

goods and services they deliver in support

of operations, create ESG impacts that

Kenmare is indirectly responsible for. It is

Kenmare’s vision for its entire supply chain

to share its commitments in these areas

and, to this end, the Company has put in

place a Board-approved Supplier Code

of Conduct. This Code draws together its

#### KENMARE VALUES (I CARE)

#### IntegrityCommitment

#### Accountability

#### RespectExcellence

114

Kenmare Resources plc

#### CORPORATE GOVERNANCE REPORT CONTINUED

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various corporate policies and will help

suppliers understand Kenmare’s expectations

regarding sustainable development. Suppliers

may be audited or required by Kenmare

to provide information to demonstrate

compliance with the Code.

#### Policies

Kenmare aims to be a trusted business

and support transparent disclosure, so

it can be accountable for its actions and

commitments. All staff recognise their

personal and collective responsibility in

upholding Kenmare’s business integrity. The

Company’s high standards are enshrined in

its policies and the laws and regulations of

Ireland, the UK and Mozambique. Its policies

reflect these standards and expectations, and

are approved and reviewed by the Board and

relevant Committees.

#### Company purpose

The Company’s purpose statement of

“Transforming resources into opportunity for

all” was approved by the Board in 2024 and

launched externally in early 2025.

#### Sustainability Committee

This Committee is tasked with managing

health, safety, security, social and

environmental risks, and facilitating

progressive employment practices on

operating sites. The Chief Operating Officer

keeps the Committee appraised of the safety

culture at Site, any awareness campaigns

underway and responses to any significant

incidents. Kenmare achieved its lowest ever

All Injury Frequency Rate of 0.75 (2024: 0.93)

to 31 December 2025, supported by its

Trabalho Seguro (Safe Work) initiative.

Kenmare’s rolling 12-month LTIFR to

31 December 2025was 0.07 per 200,000

hours worked (31 December 2024: 0.06) with

three LTIs incurred in H2 2025, including two

relatively minor LTIs in Q4 2025.

#### Risk management

Managing risk, including that to the

well-being of the workforce and host

communities, is an integral part of Kenmare’s

business. A comprehensive process is in

place for assessing and managing risks

associated with business and strategic

corporate decisions. Through this process,

significant risks faced by the Group are

identified, evaluated and appropriately

managed. Details of the risk management

framework and the role of the Board and its

Committees are set out on page 91.

#### Whistleblowing

Kenmare promotes a culture of openness and

accountability and encourages staff to report

suspected wrongdoing as soon as possible.

Concerns can be raised with a line manager,

externally with Safecall, an independent

external reporting line, with the Chair of the

Audit & Risk Committee or with the General

Counsel. Safecall reports are investigated by

the internal auditor and reported on to the

Audit & Risk Committee, with any concerns

fed back from its Chair to the Board. Details

of the reports received during 2025 are on

page 129.

115

Annual Report and Accounts 2025

GOVERNANCE

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Independence of

#### Non-Executive Directors

The Board has carried out an evaluation

of the independence of its Non-Executive

Directors, taking account of the relevant

provisions of the Code and whether the

Non-Executive Directors who are identified

as independent discharge their duties in a

proper and consistently independent manner,

and constructively challenge the Executive

Directors and the Board.

In January 2023, Issa Al Balushi was

appointed to the Board by African Acquisition

S.à.r.l, as provided for under the Subscription

and Relationship Agreement entered into

in 2016. As a result, Issa Al Balushi is not

considered to be independent. The Board

is satisfied that each of the other current

Non-Executive Directors (representing 71%

of the Board excluding the Chair) fulfils the

independence requirements of the Code.

Andrew Webb has been Chairman of

the Company since May 2022. On his

appointment as Chairman, Andrew met the

independence criteria as set out in the Code.

Graham Martin completed nine years on the

Board in October 2025 but remained as a

Director until 31 January 2026 in order to

finalise the appointment of Katia Ray and to

facilitate a smooth handover of his various

roles. The Board determined that Graham

remained independent during this additional

period.

Senior Independent Director

Elaine Dorward-King is the Group’s Senior

Independent Director (SID). Elaine was

appointed in January 2026, in place of

Graham Martin who has retired.

The principal role of the SID is to provide a

sounding board for the Chairman and to act

as an intermediary for other Directors and

shareholders. The SID is responsible for the

appraisal of the Chairman’s performance

throughout the year. She is also available to

meet shareholders upon request, particularly

if they have concerns that cannot be resolved

through the Chairman or the Managing

Director. A summary of the role of the SID

can be found at www.kenmareresources.com/

about/corporate-governance.

#### Directors’ Compliance

#### Statement

The Directors have drawn up a Compliance

Policy Statement as defined in Section

225(3)(a) of the Irish Companies Act 2014.

Arrangements and structures have been put

in place that are, in the Directors’ opinion,

designed to secure material compliance with

the Company’s relevant obligations. These

arrangements and structures were reviewed

during the financial year to ensure they

remained appropriate and comprehensive.

The Directors’ Compliance Statement is set

out in full in the Directors’ report on page 155.

#### Share ownership and dealing

Details of the Directors’ interests in Kenmare

shares are set out in the Annual Report on

Remuneration on page 141. The Kenmare

Resources plc Dealing Policy applies to the

Directors and to all employees. Under this

policy, Directors and employees may not

deal in Kenmare shares while they are in

possession of inside information about the

Group. Kenmare also operates a Dealing

Code, which applies to the Directors and to

employees who are able to access restricted

information about the Group. Under the

Dealing Code, Directors and relevant

employees are required to obtain clearance

from the Company before dealing in Kenmare

shares, and persons discharging managerial

responsibilities are prohibited from dealing in

the shares during closed periods, as defined

by the Dealing Code.

#### Executive Committee

The Executive Committee undertakes the

day-to-day management of the Group

and the responsibilities of its members are

delegated to it by the Managing Director.

The Executive Committee is comprised of 10

members and their skills and experience are

described on pages 108 and 109. Details of

the Committee’s gender and ethnic diversity

are on page 123.

#### Company Secretary andlegal

The Directors have access to the advice

and services of the Company Secretary

who advises the Board and Committees on

governance matters. The Company’s Articles

of Association provide that the appointment

or removal of the Company Secretary is a

matter for the Board.

Kenmare’s General Counsel and Company

Secretary provide advice, guidance and

support to Executive and operational

management and work closely with

them to provide training to employees.

Together, they provide support on a range

of matters, including establishing policies

and procedures, providing compliance

training and communications, providing legal

advice on compliance and business issues,

monitoring and investigating whistleblower

calls, and ensuring the Group is informed of

any changes to regulation and/or reporting

requirements. They work with the Head of

Sustainability in relation to sustainability

governance. During 2025, workflows included

updating anti-bribery and corruption policies.

Directors may take independent advice in the

furtherance of their duties at the Company’s

expense.

#### Induction and developmentof Directors

New Non-Executive Directors undertake a

structured induction process, which includes

a series of meetings with management, a

briefing session with the General Counsel

and the Company’s corporate solicitors on

the responsibilities of a Director under Irish

law and applicable stock exchange rules,

and a briefing with the Company Secretary

regarding corporate policies.

External experts may be invited to attend

certain Board or Committee meetings to

address the Board (or relevant Committee,

as the case may be) on relevant industry

matters and on developments in corporate

governance, risk management and Executive

remuneration. Training and development

requirements for the Directors are discussed

during the Board performance review process

and Directors are encouraged to undertake

appropriate training on relevant matters.

During 2025, the Board, of necessity, spent a

good deal of time dealing with the Possible

Offer but management arranged for briefings

for it on equity markets and “Leading in

times of uncertainty”. In addition, all Directors

have access to an online database, which is

regularly updated with relevant publications,

agreements and changes in legislation.

#### Board performance review

During the year, the Board conducted

an externally facilitated evaluation of

its effectiveness, covering the Board,

Committees and Chair performance, in line

with the Code. The review was led by Susan

Stenson of Sustainable Boards, a specialist in

board effectiveness and governance having

extensive experience of reviewing the boards

of major companies in Ireland, the UK and

Europe. Sustainable Boards has no other

connection to the Company, ensuring its

independence.

The methodology included confidential

interviews with Directors and key executives,

Board documentation review, and meeting

observations. The themes emerging from

the review were validated with the Chair

116

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#### CORPORATE GOVERNANCE REPORT CONTINUED

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and the report was shared with the Board.

Observations on the Chair performance were

discussed with the Chair and shared with the

SID who incorporated those into the overall

assessment of the Chair led by the SID and

discussed with the Board.

The final report was presented to the Board

in March 2026. Key findings confirmed that

the Board and its Committees are operating

well with high-calibre directors who bring

a range of skills and expertise that are

highly relevant to the Company’s strategy

and ambition. The following areas were

highlighted for follow up by the Board:



refine current Board reporting;



create an annual Board plan for meetings

structured around key, priority topics;



review the Board’s oversight of, and

decision-making framework for, the

renewal of key agreements with

governments and agencies



further mature the Board’s approach to

people and leadership discussions.

The Board discussed the findings and will

develop an action plan to address these areas

which will be overseen by the Board chair.

#### Powers of the Directors

Under the Articles of Association of the

Company, the business of the Company

is managed by the Directors who may

exercise all the powers of the Company

subject to the provisions of the Companies

Act, the Constitution of the Company and

to any directions given by resolution of a

General Meeting (not being inconsistent

with the Companies Act and the Articles of

Association). The Articles of Association

permit the Directors to delegate any of their

powers, authorities and discretions to any

Committee provided that a majority of the

members of a Committee are Directors.

The Directors may also, from time to time,

appoint any company, firm or person to be

the attorney(s) of the Company subject to

such conditions as they may think fit.

The Articles of Association also provide

that the Directors may establish any

local or divisional boards or agencies for

managing any of the affairs of the Company

in any specified locality, either in Ireland

or elsewhere, and may delegate to any

such board or agent any of their powers,

authorities and discretions upon such

terms and subject to such conditions as the

Directors may think fit.

Directors’ powers in relation to the issuing or

buying back by the Company of its shares are

set out in the Directors’ report on page 154.

#### Appointment and removal

#### of Directors

The Articles of Association empower the

Board to appoint Directors but require such

appointees to retire and submit themselves

for reappointment at the first Annual General

Meeting following their appointment.

A member qualified to vote may also propose

a person for appointment as a Director at

an annual general meeting, not less than

seven nor more than 42 days before the date

appointed for the meeting.

Each Non-Executive Director holds office

pursuant to a letter of appointment, which

(except in the case of Issa Al Balushi) refers

to an initial term of three years and the

expectation of serving two three-year terms

which can be reduced or extended at the

Board’s discretion. Issa Al Balushi’s contract

does not refer to any such term(s). Save for

Katia Ray, who was appointed in October

2025, all of the initial terms referred to in the

respective letters of appointment have now

expired. The Chair’s letter of appointment

refers to the expectation that he will serve

three three-year terms as Chair. Tom Hickey,

the Managing Director, has entered into a

Contract of Employment with the Company.

It does not refer to any specific term of

employment. His employment, thereunder,

continues until terminated in accordance

with the terms and conditions of the contract

(including, without limitation, when he

reaches the age of 65).

Under the Articles of Association, a third

of the Board must retire annually but may

offer themselves for re-election. However, in

accordance with the provisions contained

in the Code, the Board has decided that all

Directors should retire annually at the Annual

General Meeting and offer themselves for

re-election.

Directors may be removed by the

shareholders in a General Meeting of the

Company.

Memorandum of

Association and Articles of

#### Association

The Company’s Memorandum of Association

and Articles of Association set out the

objects and powers of the Company and may

be amended by shareholders at a General

Meeting of the Company by special resolution

(requiring the resolution to be passed by 75%

of the eligible votes).

117

Annual Report and Accounts 2025

GOVERNANCE

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General meetings and

#### shareholders’ rights

Under the Articles of Association, the power

to manage the business of the Company is

generally delegated to the Directors. However,

the shareholders retain the power to pass

resolutions at a General Meeting of the

Company, which may give directions, not being

inconsistent with the Companies Act and the

Articles of Association, to the Directors as to

the management of the Company.

The Company must hold a General Meeting

each year as its Annual General Meeting,

in addition to any other meetings in that

year. The Annual General Meeting will

be held at such time and place as the

Directors determine. All General Meetings,

other than Annual General Meetings, are

called Extraordinary General Meetings.

The Directors may, at any time, call an

Extraordinary General Meeting. Extraordinary

General Meetings shall also be convened by

the Directors on the requisition of members

holding, at the date of the requisition, not less

than 5% of the paid-up capital carrying the

right to vote at General Meetings.

No business may be transacted at any

General Meeting unless a quorum is present

at the time when the meeting proceeds

to business. Three persons entitled to

attend and to vote upon the business to be

transacted, each being a member, or a proxy

for a member, constitutes a quorum.

The shareholders have the right to receive

notice of a General Meeting. In the case of an

Annual General Meeting or of a meeting for

the passing of a special resolution, 21 clear

days’ notice at the least, and, in any other

case, 14 clear days’ notice at the least, needs

to be given in writing in the manner provided

for in the Articles to all the members (subject

to any restrictions imposed on any shares),

to the Directors, the Company Secretary and

the auditor, and any other person entitled

to receive notice under the Companies

Act. The shareholders also have the right

to attend, speak, vote and ask questions

at General Meetings. In accordance with

Irish company law, the Company specifies

record dates for General Meetings, by which

date shareholders must be registered in the

Register of Members of the Company to be

entitled to attend. Record dates are specified

in the notes to the Notice of a General

Meeting. Shareholders may exercise their

right to vote on some, or all, of their shares by

appointing a proxy or proxies, by electronic

means or in writing. The requirements for the

receipt of valid proxy forms are set out in the

notes to the notice convening the meeting.

A shareholder, or a group of shareholders,

holding at least 3% of the issued share capital

of the Company has the right to put an item

on the agenda of the Annual General Meeting

or to table a draft resolution for inclusion in

the agenda of a General Meeting, subject to

certain timing requirements prescribed by the

Companies Act, and any contrary provision of

Irish company law.

Voting at any General Meeting is by a show

of hands unless a poll is properly demanded.

On a show of hands, every member who is

present in person or by proxy has one vote

regardless of the number of shares they hold.

On a poll, every member who is present in

person or by proxy has one vote for each

share they hold. A poll may be demanded

by the Chair of the meeting or by at least

three members having the right to vote at

the meeting, or by a member, or members

representing not less than one-tenth of the

total voting rights of all the members having

the right to vote at the meeting, or by a

member, or members, holding shares in the

Company conferring a right to vote at the

meeting, being shares on which an aggregate

sum has been paid up equal to, and not less

than, one-tenth of the total sum paid up on all

shares conferring that right.

#### Deadlines for exercising

#### voting rights

Voting rights at General Meetings of the

Company are exercised when the Chair

puts the resolution at issue to a vote of the

meeting. Where a person is appointed to vote

for a shareholder as proxy, the instrument

of appointment must be received by the

Company not later than the latest time

approved by the Directors.

118

Kenmare Resources plc

#### CORPORATE GOVERNANCE REPORT CONTINUED

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#### Audit, risk and internal

#### control

#### Board’s approach to risk

#### management and internal control

The Board of Directors has responsibility

for the Group’s systems of internal control

and risk management. This involves an

ongoing process of identifying, evaluating

and managing the significant risks faced

by the Group and regularly reviewing the

effectiveness of the resultant systems of

internal control and risk management that

have been in place throughout the financial

year and up to the date of approval of the

Annual Report and Accounts. The Board has

delegated to management the planning and

implementation of the system of internal

control throughout the Group. The system

of internal control is designed to provide

reasonable, but not absolute, assurance

against material misstatement or loss. Both

it, and the risk management system, accord

with the Financial Reporting Council’s

Guidance on the Code (January 2024). The

key elements of the systems include the

following:



The Board, in conjunction with

management, identifies the major risks

faced by the Group and determines the

appropriate course of action to manage

these risks.



Risk assessment and evaluation are an

integral part of the management process

throughout the Group. Risks are identified

and evaluated, and appropriate risk

management strategies are implemented.



The Board maintains control and direction

over appropriate strategic, financial,

organisational and compliance issues,

and has put in place an organisational

structure with defined lines of

responsibility and authority.



Capital expenditures are controlled

centrally and, if in excess of predefined

levels, are subject to approval by

the Board.

#### Review and effectiveness of therisk management and internal

#### control systems

The Board conducted a review of the

effectiveness of the Group’s risk management

and internal controls systems, including

financial, operational and compliance

controls, and, as part of this, it obtained a

report from the internal auditor. In the course

of this review, the Board did not identify, nor

was it advised of, any failings or weaknesses

that it determined to be significant.

During the course of 2026, the Audit &

Risk Committee and Board will prepare

for reporting on material controls under

Provision 29 of the Code.

Compliance policies and

#### training

Kenmare insists on honesty, integrity

and fairness in all aspects of its business

and expects the highest standards of

professionalism and ethical conduct to be

maintained in all its activities. The Group has

detailed policies and procedures in place on

a range of relevant areas such as climate,

employment, health and safety, environment,

human rights and business ethics. Depending

on the nature of their role, Directors and

employees of the Group receive more

detailed training on those policies both as

part of their induction process and Kenmare’s

ongoing training programme. An e-Learning

programme, which includes topics such as

insider dealing, risk, information security,

market abuse regulation, whistleblowing and

use of AI, has been put in place and update

briefings are provided when there are any

material changes in law or regulation.

#### Whistleblowing

Kenmare promotes a culture of openness and

accountability and encourages staff to report

suspected wrongdoing as soon as possible,

in the knowledge that their concerns will

be taken seriously and investigated as

appropriate, and that their confidentiality

will be protected wherever possible.

Concerns can be raised with a line manager,

externally with Safecall (an independent

external reporting line) or with the Chair of

the Audit & Risk Committee or the General

Counsel. Whistleblowers may raise concerns

anonymously if they wish. Kenmare’s policies

make clear that retaliation against any

employee who raises a genuine concern

is prohibited. Where concerns are raised,

they are investigated in an appropriate and

independent manner.

All whistleblowing incidents are reviewed by

the internal auditor and General Counsel and

formally investigated by the internal auditor

who reports any findings to the Audit & Risk

Committee. The Audit & Risk Committee

reviews these reports and outcomes and

provides updates to the Board.

#### Stakeholder engagement

Kenmare has adopted a Stakeholder

Engagement Policy (available on its website

at www.kenmareresources.com/about/

corporate-governance/policies) pursuant to

which it will:



engage openly and honestly with its

key stakeholders using appropriate

communication tools and in a regular

and timely manner, having regard to

commercial sensitivities; and



consult with and listen to all its

stakeholders transparently and resolve

disagreements.

More details on stakeholder engagement can

be found on pages 44 and 45.

#### Community engagement

Kenmare values highly its strong

relationship with its host communities. Its

stakeholder engagement plan is updated

annually and reflects the changing

dynamics in the relationship between

the Mine and the community. Kenmare

works with local communities through

the KMAD. Read more on page 51 or at

www.kenmareresources.com/sustainability/kmad.

#### Workforce engagement

The Board has designated Mette Dobel as

the Non-Executive Director responsible for

engagement with the Group’s workforce.

In December 2025 and February 2026,

Mette met with corporate staff in Dublin

and employees at Moma, respectively. More

details on this workforce engagement are on

page 111.

#### Shareholder engagement

Communications with shareholders are given

high priority. Annual Reports and Accounts

are sent to shareholders in accordance

with their instructions. Major transactions

and production guidance are also notified

to the market, and the Company’s website,

www.kenmareresources.com, provides the full

text of all announcements. The website also

contains a significant amount of published

material such as Annual Reports, half-year

results, governance documents, share price

information and investor presentations. In

addition, the Company maintains several

social media accounts on platforms such as

X, LinkedIn and Facebook, which are regularly

updated with operational, financial and

sustainability-focused news.

119

Annual Report and Accounts 2025

GOVERNANCE

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Shareholder presentations are made at the

time of release of the Company’s full-year

and half-year results, following which the

Chair, assisted by the Executive Director and

Investor Relations team, provide feedback

on the views of shareholders and analysts to

the Board. The Chair and, where necessary,

Committee Chairs engage with shareholders

on specific topics and, where relevant,

provide feedback to other Directors. The

Chair and Senior Independent Director are

also available throughout the year to meet

shareholders on request.

The Board is kept informed of the views of

shareholders through the Chair’s attendance

at investor presentations and results

presentations. Relevant feedback from such

meetings, investor relations reports and

brokers’ notes are provided to the entire Board

on a regular basis. The Board also receives

regular briefings from the Company’s brokers.

Capital Markets Days and Mine visits for

major investors and analysts are held

periodically. The most recent Capital Markets

Day was held in London in April 2023.

Presentations from the day are available on

the Company’s website. A visit to the Mine

for major investors and analysts was held in

February 2026.

On an ongoing basis, the Investor Relations

team acts as a focal point for contact with

investors and provides information and deals

with queries as they arise. The Company

Secretary engages annually with proxy

advisers, in advance of the Company’s AGM.

The Company’s AGM affords shareholders

the opportunity to question the Chair and the

Board.

#### OIA relationship agreement

OIA (formerly the State General Reserve

Fund (SGRF)) currently does not fall within

the definition of controlling shareholder

under the Listing Rules as it holds less than

30% of Kenmare’s equity. However, the

Company and African Acquisition S.à.r.l., the

vehicle through which SGRF invested in the

Company, have entered into arrangements

equivalent to those that would be expected

to be in place between a listed company and

its controlling shareholder. This is to ensure

the independence of the Company from

that shareholder. In particular, the Company

entered into a subscription and relationship

agreement, dated 18 June 2016, with African

Acquisition S.à.r.l., which, among other things,

sets forth the relevant arrangements.

#### Substantial holdings

The Company is not owned or controlled

directly, or indirectly, by any government or

by any corporation, or by any other natural

or legal person, severally or jointly. The major

shareholders do not have any special voting

rights. Details of the substantial holdings as

at 31 December 2025 and 1 April 2026 are

provided on page 155.

#### Stock exchange listings

Kenmare, which is incorporated in Ireland and

subject to Irish company law, has an Equity

Shares (Commercial) listing on the London

Stock Exchange (LSE) and is subject to the

Listing Rules of the UK Listing Authority.

Kenmare has a secondary listing on Euronext

Dublin.

#### AGM update

The AGM is an opportunity for the Executive

Director to deliver presentations on the

business and for shareholders, both

institutional and private, to question the

Board directly. Generally, all European

Directors attend the AGM and are available

to meet with shareholders. Notice of the

AGM, proxy statement and the Annual

Report and financial statements are sent

to shareholders at least 21 days before

the meeting. A separate resolution will be

proposed at the AGM on each separate issue,

including a particular resolution relating to

the adoption of the Directors’ report and

Auditor’s report and the financial statements.

Details of the proxy votes for and against

each resolution, together with details of votes

withheld, are announced after the result of

the votes. These details are published on the

Company’s website following the conclusion

of the AGM. At the AGM held on 15 May 2025,

there were no material votes cast against any

resolutions.

Read more about

supplier relationships

on pages 44

120

Kenmare Resources plc

#### CORPORATE GOVERNANCE REPORT CONTINUED

![]()

#### Membership and meetings

The Nomination Committee consists of Elaine

Dorward-King, Clever Fonseca and me, all

of whom are Independent Non-Executive

Directors.

There were four Committee meetings held

during 2025, which were attended by all

Committee members at that time.

#### The Board is now 50% female,all Committee Chairs are female

#### and the Senior Independent

Director is now a woman. We

#### also continue to meet the target

#### in the Listing Rules for ethnic

#### diversity.

Deirdre Somers

Chair of the Nomination Committee

Elaine Dorward-King

Committee Member

Clever Fonseca

Committee Member

#### Principal responsibilities of the Committee



Regularly reviewing the structure, size,

composition and length of service of the

Board and making recommendations

to the Board with regards to changes

considered advisable



Assessing the effectiveness and

performance of the Board and

Committees, including consideration

of the balance of skills, knowledge,

independence, diversity and experience

of the Board and Committees, and other

factors relevant to its effectiveness



Considering succession planning for

Directors and other Senior Executives,

taking into account the challenges and

opportunities facing the Group, what skills

and expertise are needed in the future, and

ensuring a diverse pipeline for succession



Identifying, and nominating for the

approval of the Board, candidates for

appointment as Directors and ensuring

that there is a formal, rigorous and

transparent procedure for appointment



Considering the results of the Board

performance review process that relate to

the composition of the Board, its diversity

and how effectively the members of the

Board work together



Periodically reviewing the time input

required from a Non-Executive Director

The standard terms of contract for

Non Executive Directors are available on

request from the Company Secretary, at the

Company’s registered office during normal

business hours, and at the Annual General

Meeting (for 15 minutes prior to the meeting

and during the meeting).

See the Committee’s Terms of Reference

at www.kenmareresources.com/about/

corporate-governance/nomination-

committee/

DEAR SHAREHOLDERS

I am pleased to present the report of

the Nomination Committee for 2025.

This is my first report to you as Chair

of the Committee, having taken on

the role at end of January, following

Graham Martin’s retirement.

During the year, the Committee’s

main focus was the search for a new

Non-Executive Director. We also

conducted our regular review of skills

and experience of existing Board

members, external appointments

and time commitment, diversity

on the Board, succession planning

and the composition of the Board’s

Committees. This report describes

how the Committee has fulfilled its

responsibilities during the year under

its Terms of Reference and under

the relevant requirements of the UK

Corporate Governance Code 2024.

#### Committee membership and diversity

Independent Date of appointment to Committee

Deirdre Somers

Chair

Yes 31/12/2021

Elaine Dorward-King

Member

Yes 13/05/2020

Clever Fonseca

Member

Yes 31/01/2026

Gender diversity: 33% Male, 66% Female

Ethnic diversity: 0%

121

Annual Report and Accounts 2025

GOVERNANCE

#### NOMINATION COMMITTEE REPORT

![]()

Process for Board appointments:

#### STAGE 1

The Committee

approves a role

specification based on

skills and experience

required and the

Diversity and Inclusion

policy.

#### STAGE 2

An independent search

agent is appointed.

#### STAGE 3

The Committee

considers a longlist

and then a shortlist of

potential candidates

and holds interviews.

#### STAGE 4

The Committee

identifies its preferred

candidate.

#### STAGE 5

The preferred candidate

is invited to meet with

all Board members

and (if the candidate if

external) due diligence

is carried out.

#### STAGE 6

The Committee makes

a recommendation

to the Board for

consideration.

#### STAGE 7

The appointment is

approved by the Board

and announced.

#### STAGE 8

The induction process

is commenced for an

external appointee.

#### Board succession andchanges this year

The search for an additional female

Non-Executive Director progressed well in

early 2024, but was suspended when the

search for a new Managing Director and

then a Chief Financial Officer took priority. It

was suspended again in 2025 as a result of

the Possible Offer. We were able to resume

the search in the second half of the year,

resulting in the appointment of Katia Ray.

The search was conducted by Korn Ferry,

an external search firm with no connections

to the Company or to individual Directors.

The process employed by the Company for

Board appointments, other than following a

nomination by OIA, is set out below.

#### Committee composition

Upon her appointment to the Board on

28 October 2025, Katia Ray became a

member of the Remuneration Committee.

As announced at that time, my predecessor,

Graham Martin, resigned as a Director of

Kenmare with effect from 31 January 2026,

having completed nine years on the Board,

and the following changes were made

as a result: Elaine Dorward-King became

the Senior Independent Director, Katia

Ray became Chair of the Remuneration

Committee and I took over Chair of the

Nomination Committee. In addition, Clever

Fonseca joined the Nomination Committee

on that date and resigned from the Audit &

Risk Committee.

#### Training

Directors have access to an online training

platform, which allows them to update and

refresh their knowledge in their own time.

This includes topics such as the Market

Abuse Regulation and the use of artificial

intelligence. A good deal of Board time in

2025 was consumed by the Possible Offer but

we had a useful session on “Leading in times

of uncertainty” and will resume presentations

to the Board from external experts in 2026.

#### Succession planning

The last two years have seen the

appointment of Tom Hickey as Managing

Director and the appointment of James

McCullough as Chief Financial Officer. In due

course, the Board and the Committee will

look at succession planning for them both,

as well as for the Chief Operating Officer, and

will discuss succession planning for other

members of the senior management team

with them.

The Committee, and the wider Board, engages

with the potential pipeline for succession as

members of the senior management team at

Board and strategy meetings.

#### Diversity and inclusivity

Kenmare recognises the benefits of diversity

and its objective is to achieve greater

diversity at Board, Committee and senior

management level, as well as across the wider

workforce. This is supported by the Group’s

Employment policy, which can be found at

https://www.kenmareresources.com/about/

corporate-governance/policies/.

The Board keeps this policy under review

to ensure that it is effective in achieving

diversity in its broadest sense, having

regard to experience, age, sex and gender,

religious beliefs, sexual orientation, race,

ethnicity, disability, nationality, educational,

socio-economic or professional background

and culture, but bearing in mind the need for

an appropriately sized Board. We instruct any

search consultants we engage to consider

this in sourcing candidates. We recognise

that diversity aids the implementation of our

strategy by providing the Board with different

ways to tackle an issue, healthy debate and

challenge of the Board, and the Executive

team as well as making Kenmare more

adaptable to changes in our environment.

While the Board will always seek to appoint

candidates on merit against objective criteria,

greater diversity is actively considered when

making Board appointments and will continue

to be given careful consideration as part of the

process of Board refreshment and renewal.

122

Kenmare Resources plc

#### NOMINATION COMMITTEE REPORT CONTINUED

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A gender and ethnic breakdown of the

Board and the Executive Committee as at

31 December 2025 is set out in the tables

below. Since then, as announced in October,

Graham Martin has resigned as a Director. As

a result, 50% of the Board is now female, all

Committee Chairs are female and the position

of Senior Independent Director is now held

by a woman. We continue to meet the target

in the Listing Rules for ethnic diversity.

There has been no change in the Executive

Committee data since that date.

The Board and Executive Committee are

committed to increasing female representation

in senior leadership positions across the

Group. We are making progress with this

objective, with 30% of the current Executive

Committee being female and a further six

women in the Committee’s direct reports.

The Board and management continue

to focus on evolving and implementing

strategies for recruiting and developing

colleagues in ways that promote diversity

and inclusion, such as a Key Performance

Indicator (KPI) regarding the percentage of

women in the workforce, and working with

current female employees to improve hiring

and retention rates. Further details of our

approach to diversity in the workforce can

be found on page 74 and in the Sustainability

Statement.

The data contained in the tables below was

collected on the basis of self-reporting by

the individuals concerned, who were asked to

indicate, by ticking the relevant box, which (if

any) of the categories they identified as.

Number of Board

members

Percentage of

the Board

Number of senior

positions on the

Board (MD, SID

and Chair)

Number on

Executive

Committee

Percentage

of Executive

Committee

Men 5 55.6 3 7 70

Women 4 44.4 – 3 30

Not specified/prefer not to say – – – – –

Number of Board

members

Percentage of

the Board

Number of senior

positions on the

Board (MD, SID

and Chair)

Number on

Executive

Committee

Percentage

of Executive

Committee

White British or other White (including minority-white groups) 8 89 3 8 80

Mixed/multiple ethnic groups – – – 1 10

Asian/Asian British – – – 1 10

Black/African/Caribbean/Black British – – – – –

Other ethnic group, including Arab 1 11 – – –

Not specified/prefer not to say – – – – –

#### Additional Directorships

Non-Executive Directors are expected to

devote such time as is necessary for the

proper performance of their duties. This

will include attendance at regular Board

and Committee meetings, the AGM and

any extraordinary general meetings, Board

dinners, occasional Site visits and meetings

with shareholders. In addition, they are

required to consider all relevant papers prior

to each meeting. They are required to obtain

the agreement of the Board before accepting

additional commitments that might affect the

time they are able to devote to their role at

Kenmare. No Director took on a significant

additional external role during 2025. In

2025, the Committee reviewed the external

appointments held by all Directors and their

time commitment to Kenmare and found

these to be satisfactory.

#### Board effectiveness

An external Board performance review was

carried out in 2025 by Sustainable Boards.

The review is summarised on page 116 of

the Corporate Governance Report and

incorporated into this report by reference.

The review indicated that the Board and

its committees are operating well with

high-calibre directors who bring a range of

skills and expertise highly relevant to the

Company’s strategy and ambition.

#### Committee effectivenessand priorities for 2026

The Committee’s performance and

effectiveness was also considered as part

of the recent external Board performance

review. The review found that the Committee

has solid foundations and a good cadence

of topics. It identified an opportunity to

bring more substance to strategic people

discussions with a focus on succession

planning and development across the

leadership team and Board.

Priorities for 2026 include a focus on

executive and senior management

succession following the recent changes as

well as succession plans for Non-Executive

Directors.

#### Acknowledgements

I would like to thank Graham Martin for his

invaluable work with the Committee over the

last nine years and for assisting me in my new

role as Committee Chair.

Deirdre Somers

Chair of the Nomination Committee

9 April 2026

123

Annual Report and Accounts 2025

GOVERNANCE

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#### Membership and meetings

The Sustainability Committee consists

of Clever Fonseca, Mette Dobel, and me

as Chair, all of whom are Independent

Non-Executive Directors. The Committee

held four meetings in 2025, which were

attended by all members.

#### The Trabalho Seguro (“Safe

#### Work”) campaign, focuses on

#### authentic and courageous

leadership, safety standards,

#### planning for safety, and visible

#### felt leadership.

Elaine Dorward-King

Chair of the Sustainability Committee

Clever Fonseca

Committee Member

#### Principal responsibilities of the Committee



Overseeing the management of health,

safety, security, social and environmental

risks, and facilitating progressive

employment practices



Ensuring fair land access, compensation,

and timely rehabilitation arrangements



Advocating for socio-economic

development on behalf of our host

communities, particularly relating to

livelihoods, healthcare, education, and

water and sanitation



Incorporating management of climate

change, biodiversity, water stewardship

and other sustainability issues into Group

plans, with external reporting where

appropriate to recognised international

regulations and frameworks



Monitoring socio-political developments

within the region and Mozambique

See the Committee’s Terms of Reference

at www.kenmareresources.com/about/

corporate-governance/ sustainability-

committee/

DEAR SHAREHOLDERS

I am pleased to present the

Sustainability Committee’s 2025 report.

During the year, the Committee met

four times. The main areas of focus

for our meetings are set out on the

following pages. This report describes

how the Committee has fulfilled its

responsibilities during the year under

its Terms of Reference.

#### Committee membership and diversity

Independent Date of appointment to Committee

Elaine Dorward-King

Chair

Yes 04/11/2019

Clever Fonseca

Member

Yes 02/10/2019

Mette Dobel

Member

Yes 31/12/2022

Gender diversity: 33% Male, 66% Female

Ethnic diversity: 0%

Mette Dobel

Committee Member

124

Kenmare Resources plc

#### SUSTAINABILITY COMMITTEE REPORT

![]()

#### 2025 sustainabilityperformance

Kenmare achieved a strong performance

overall on safety in 2025. Kenmare’s

site-based team passed seven million hours

worked without a Lost Time Injury (LTI)

on 14 July 2025. Regrettably, a serious LTI

then occurred, whereby an operator was run

over by a light duty vehicle and sustained

multiple injuries, requiring prolonged

hospital treatment. Fortunately, the injured

individual is recovering well and is expected

to return to work in early 2026. A further

three million LTI-free hours were achieved by

8 November 2025. Thereafter, two relatively

minor hand-related LTIs were recorded,

resulting in a slightly higher Lost Time Injury

Frequency Rate than 2024. This overall

strong performance was underpinned by

Kenmare’s ongoing Trabalho Seguro (“Safe

Work”) campaign, focusing on authentic and

courageous leadership, safety standards,

planning for safety, and visible felt leadership.

The Moma Mine also retained its NOSA

five-star accreditation, aligned to ISO45001

and ISO14001 International Standards, for its

health, safety and environmental performance

for a 10th consecutive year. Kenmare also

won the 2025 Safety Excellence Award at the

Mining Magazine Awards, which recognised

the Company’s “remarkable safety culture”

and its “strong leadership focus” on safety. I

commend the team for the Company’s strong

safety record in 2025 and applaud them for

their recognition in these prestigious awards.

The social unrest following the 2024

national election continued in the first part

of the year, leading to a concerning spike in

injuries to security and related personnel.

This was brought under control following

improved political stability, and a reduction

in opportunistic violent crime as improved

security strategies to prevent and respond

to criminal activity took effect. While the

number of incidents against security

personnel dropped significantly as the year

progressed, in September, a member of the

police was sadly killed on duty at Moma

during a theft incident. Controls have since

been put in place to ensure police guard their

stations in pairs to provide mutual support

and protection, and fatigue management is

in place to ensure guards can be fully alert

while on duty. Kenmare is revising its training

on the Voluntary Principles on Security and

Human Rights and is moving this training

inhouse to ensure more in-depth and

frequent training sessions.

Independent research by industry consultant

TZMI reaffirmed Kenmare’s position as one

of the lowest carbon intensive mineral sands

miners for Scope 1 emissions. However,

our climate transition plan and goal to

reduce emissions by 30% by 2030 faced

headwinds as we have not yet been able

to design a major decarbonisation project

on an economically viable basis. We remain

committed to working towards this target,

but we will only pursue projects that meet

necessary financial hurdles. Given the

challenge in identifying economically and

technically viable decarbonisation options,

the Board determined that it could not

approve a defined pathway to achieving Net

Zero by 2040 at this time, although it remains

committed to pursuing this ambition.

On diversity and localisation, despite the

retrenchment of staff in late 2025, we were

able to maintain female representation across

the Company and localisation rates. We are

proud to have strong female Deputy Country,

Mine, Mine Technical and EHS Managers.

Progress on finalising the Biodiversity

Offset plan in compliance with Mozambican

regulations, to achieve No Net Loss of

biodiversity and a 15% Net Gain of endemic

and endangered species, has been slower

than we would have liked due to lack

of community consensus on alternative

livelihoods. Nonetheless, good progress has

been made in arresting the deforestation

of a forest containing Icuria, an indigenous

and endangered tree species. Through

partnership with a government conservation

agency and community, who are patrolling

the forest to deter illegal logging, significant

natural regeneration is now taking place.

Pressure remains for available land and

there will be further challenges ahead to

find the right balance with communities

between allocating land for either agriculture

or restoring biodiversity. The Committee

is encouraged by the partnerships now in

place and the fact a source of alternative

livelihood supported by communities has

been identified.

Kenmare has made good progress towards

alignment with the Global Industry Standards

on Tailings Management (GISTM) in 2025,

with prioritisation given to its first permanent

Tailings Storage Facility (TSF). The starter

wall for the TSF was completed and is in use.

This will accommodate the increased slimes

from Nataka and has a nine to eleven year life.

#### Committee effectivenessand priorities for 2026

An external review of the Committee’s

performance and effectiveness was

conducted in 2025. It noted the value that

the Committee has brought to the Board

oversight of key sustainability matters, in

particular the close oversight of safety.

The Committee has successfully kept

sustainability to the forefront of the Board’s

priorities and has brought valuable, and

experienced external perspectives into

the discussion. It suggested that with

sustainability well embedded in the strategy

and operations, the Committee could now

increase focus on longer-term sustainability

challenges.

In 2026, the Committee’s priorities include

ensuring the Company navigates short-term

constraints on capital and operating

expenditure restraints without compromising

outcomes in our long-term social and

environmental licence to operate. This

includes continuing the important work

begun in 2025 on water stewardship and

GISTM alignment; submitting the Company’s

first Biodiversity Offset Management Plan;

and working with partners to build stronger

communities through education, economic

livelihood development, and community and

local government leadership capacity.

#### Conclusion

I would like to thank the Committee members

for their commitment and input to the work

of the Committee during 2025. I would

also like to thank Tom Hickey, Ben Baxter,

Higino Jamisse and his management team

for their efforts on driving a strong safety

performance, Anna Brog for her commitment

and guidance, and Gareth Clifton and Regina

Macuacua for their dedication to strong

community relations.

Elaine Dorward-King

Chair of the Sustainability Committee

9 April 2025

125

Annual Report and Accounts 2025

GOVERNANCE

![]()

Area of focus  Sustainability Committee Action

ESG strategy, targets and

reporting



Reviewed and approved Executives’ and Mine management’s ESG targets



Approved the Sustainability strategy and targets for 2025–2030



Approved CSRD disclosures in the 2025 Annual Report



Approved the outcome of the Double Materiality Assessment for 2025

Safe and engaged workforce



Monitored health and safety performance, commending reductions in injury rates and launching new

wellness and mental health initiatives, including a 24/7 helpline



Reviewed and received updates on the 2025 Trabalho Seguro safety campaign



Received updates on the malaria prevention programme



Assessed gender diversity and localisation, noting challenges and progress in delivering against targets for

increased local and female workforce representation



Received an update on security incidents at Site and the evolution of the security strategy, focusing on

technology, stakeholder engagement and compliance with human rights principles

Thriving communities



Reviewed the results of a social baseline survey, noting improvements in electrification, water access,

health, and female education, and discussed further data collection and community engagement



Oversaw KMAD micro-loan and youth engagement programmes, proposing improvements to

administration and support for agricultural and marketplace initiatives



Discussed local procurement performance, revised performance metrics and the multi-programme

approach for its improvement



Received updates on community relations, including a briefing on KMAD activities, social performance and

an update on the Group’s 10-year socio-economic development plan, including challenges and highlights



Participated in a workshop on the changing socio-political landscape in Mozambique and considered new

advisory structures and engagement strategies

A healthy natural

environment



Discussed the Biodiversity Offset Management Plan



Oversaw land rehabilitation, including the use of slimes



Reviewed pollution management, including the details of a diesel spillage at Site, response and remedial

measures



Reviewed the results of air and water monitoring and updates on the use of chemicals at Site and recent

improvements in waste management and recycling



Reviewed developments on water stewardship, including progress on aligning strategy with ICMM

standards and approving policy updates



Reviewed progress against GISTM alignment of the TSF and paddock system



Received an update on the Climate Transition plan and decarbonisation projects

Trusted business



Reviewed the results of a risk assessment carried out into the Company’s anti-bribery policies, procedures

and related controls, and endorsed management’s action plan to deal with the resulting recommendations



Received an update on Kenmare’s Supply Chain sustainability due diligence approach

Terms of reference



Considered its Terms of Reference to ensure they remain appropriate for the Group’s needs.

The Terms of Reference are available on the Kenmare website at www.kenmareresources.com/about/

corporate-governance/sustainability-committee/

126

Kenmare Resources plc

#### SUSTAINABILITY COMMITTEE REPORT CONTINUED

![]()

#### Membership and meetings

The Audit & Risk Committee consists of

Elaine Dorward-King, Katia Ray and me,

as Chair, all of whom are Independent

Non-Executive Directors. As outlined in the

Directors’ biographical details, members

bring considerable accounting, corporate

financial and mining industry experience to

the work of the Committee. I am a Chartered

Accountant and have been designated by the

Board as the Committee’s financial expert.

Details of the skills and experience of the

Committee members are set out on pages

106 and 107. During 2025, the Committee

held six meetings which were attended by all

of the members at that time.

Strengthening oversight,

enhancing trust:

#### Upholding excellence

#### in Audit and Risk

#### management.

Deirdre Somers

Chair of the Audit & Risk Committee

Elaine Dorward-King

Committee Member

#### Principal responsibilities of the Committee



Monitoring the integrity of the Group’s

financial statements and any formal

announcements relating to the Group’s

financial performance and reviewing

significant financial reporting judgements

contained in them



Assessing whether the Annual Report

and Accounts, taken as a whole, is fair,

balanced and understandable, and

provides the information necessary

for shareholders to assess the Group’s

performance, business model and strategy



Reviewing the basis of preparation,

adequacy and consistency of any

non-financial disclosures – such as

sustainability and climate – as required by

law or listing rules and the adequacy of

the related external assurance processes



Monitoring the external auditor’s

independence and objectivity and, in

particular, the appropriateness of the

provision of non-audit services



Monitoring the effectiveness of the

Group’s internal control and risk

management systems



Considering the appropriate risk appetite

for the Group and overseeing the current

and prospective risks faced by the Group

and its strategy and mitigations in relation

to such risks



Ensuring the risk management function

is properly resourced, with adequate

information rights and sufficient

independence such that it is free from

management interference



Making recommendations for the Board

to put to shareholders for their approval

in General Meetings regarding the

appointment, remuneration and terms of

engagement of the external auditor



Monitoring the effectiveness of the

internal audit function



Reporting to the Board, identifying any

matters in respect of which it considers

that action or improvement is needed, and

making recommendations as to the steps

to be taken

The Chair of the Audit & Risk Committee

attends the Annual General Meeting (AGM)

to answer questions on the report on the

Committee’s activities and matters within the

scope of the Committee’s responsibilities.

See the Committee’s Terms of Reference

at www.kenmareresources.com/about/

corporate-governance/audit-risk-committee

#### Committee membership and diversity

Independent Date of appointment to Committee

Deirdre Somers

Chair

Yes 19/08/2020

Elaine Dorward-King

Member

Yes 31/12/2021

Katia Ray

Member

Yes 31/01/2026

Gender diversity: 0% Male, 100% Female

Ethnic diversity: 0%

Katia Ray

Committee Member

127

Annual Report and Accounts 2025

GOVERNANCE

#### AUDIT & RISK COMMITTEE REPORT

![]()

DEAR SHAREHOLDERS

I am pleased to present the report of

the Audit & Risk Committee for 2025

which describes how the Committee

has fulfilled its responsibilities during

the year under its Terms of Reference

and under the relevant requirements

of the UK Corporate Governance

Code 2024.

#### External audit

#### Independence and non-auditservices

The Committee is responsible for ensuring

that the external auditor is independent and

for implementing appropriate safeguards

where the external auditor also provides

non-audit services to the Group. The

Committee closely monitors the level of

audit and non-audit services that audit

firms provide to the Group. The Committee

has adopted a policy on the provision of

non-audit services by the external auditor

on the basis that they may provide such

services only where the engagement will

not compromise their audit objectivity and

independence, they have the understanding

of the Group necessary to provide the

service, and they are considered to be the

most appropriate to carry out the work. All

non-audit services provided by audit firms

must be approved by the Committee.

KPMG is the Group’s external auditor and

has confirmed to the Committee that it

is independent from the Group under

the requirements of the Irish Auditing

and Accounting Supervisory Authority’s

(IAASA) Ethical Standards for Auditors.

The Committee reviews and approves any

appointment of an individual, within three

years of having previously been employed

by the current external auditor, to a senior

managerial position in the Group. No such

appointments were made in 2025.

The Company Secretary, the Chief Financial

Officer and, as required, the external audit lead

partner and audit team, attend meetings at the

invitation of the Committee and all Directors

are also free to attend should they wish to do

so. Twice each year, the Committee and the

external auditor discuss, without management

present, matters relating to its remit and other

pertinent issues.

KPMG was approved as auditor by the

Company at the AGM in May 2019 and began

its engagement in July 2019. The lead audit

partner is Brian Kane, who took over the role

in 2024.

In 2025, KPMG provided a number of

audit services and non-audit services. The

non-audit services consisted mainly of

the provisions of CSRD limited assurance

in respect of the financial year ended

31 December 2025, audit-related assurance

concerning the review of the 2025 half-yearly

financial statements and Mozambican tax

compliance services and other related

matters.. The Committee is satisfied that the

external auditor’s knowledge of the Group

was an important factor in choosing it to

provide these services. Under the EU fee cap

rules, non-audit services (excluding CSRD

limited assurance work) are not permitted

to exceed a ratio of 70% of the average

annual audit fee for the preceding three-year

period. That limit has not been breached.

The fee paid to KPMG in 2025, in respect of

audit services and non-audit services, was

$275,000 and $113,000 respectively, a ratio

of 2.4:1.

KPMG has stated that it does not consider

that these fees create a self-interest threat

since the level of fees is not significant

to the firm as a whole. The Committee is,

therefore, satisfied that the non-audit work

did not compromise KPMG’s independence or

objectivity and that it was in the interests of

the Group to retain KPMG for those services.

As a result, the Company did not invite third

parties to tender for these services. The

Committee did not request the auditor to look

at any specific areas in 2025. Details of the

amounts paid to KPMG during the year for

audit and other services are set out in Note 7

to the consolidated financial statements on

page 185.

#### Effectiveness and quality

The Committee, acting independently

on behalf of the Board, is responsible for

overseeing the relationship with the external

auditor and ensuring the integrity and quality

of the external audit process. In line with the

FRC’s Audit Committees and the External

Audit: Minimum Standard (FRC Minimum

Standard), the Committee rigorously assesses

the effectiveness of the external audit by:



reviewing the external auditor’s approach,

execution, and adherence to the agreed

audit plan, including the scope and

materiality thresholds;



evaluating the competence, experience,

and objectivity of the audit team, including

rotation of key partners as required;



challenging the auditor’s findings and

ensuring that significant accounting

judgements, estimates, and disclosures

are subject to robust scrutiny;



assessing the quality and clarity of

communications and reports provided to

the Committee and the Board;



obtaining feedback from management

and Committee members on the conduct

of the audit, including the auditor’s

exercise of professional scepticism and

independence;



reviewing the auditor’s transparency

reporting and compliance with ethical and

regulatory requirements.

Based on these procedures, the Committee

is satisfied that KPMG has delivered a

high-quality and effective audit for 2025,

demonstrated appropriate professional

scepticism, and provided robust challenge to

management where necessary, in particular

around the sources and appropriateness of

input assumptions for cashflow forecasting

for impairment testing. The Committee

confirms that the external auditor remains

independent and that the audit process has

met the expectations set out in the FRC

Minimum Standard.

Financial reporting and

#### significant financial

#### judgements

A key responsibility of the Committee

is to consider the significant areas of

complexity, management judgement and

estimation that have been applied in the

preparation of the financial statements.

The Committee has reviewed the suitability

of the accounting policies, which have

been adopted, and whether management

has made appropriate judgements and

disclosures, and these assessments have

also been subject to significant review and

challenge by the Directors and the external

auditor in relation to material audit risks. The

table on page 131 sets out the significant

matters considered by the Committee in

relation to the financial statements for

the year ended 31 December 2025. After

reviewing the presentations and reporting

from management and consulting, where

necessary, with KPMG, the Committee is

satisfied that the Annual Report and Financial

Statements appropriately addresses the

critical judgements and key estimates, both

in respect of the amounts reported and the

disclosures.

128

Kenmare Resources plc

#### AUDIT & RISK COMMITTEE REPORT CONTINUED

![]()

Fair, balanced and

#### understandable report

At the request of the Board, the Committee

considered whether, in its opinion, the 2025

Annual Report and Financial Statements,

taken as a whole, is fair, balanced and

understandable, and whether it provides the

information necessary for shareholders to

assess the Group’s position and performance,

business model and strategy.

Following its review, we believe that the 2025

Annual Report and Financial Statements is

representative of the year and presents a

fair, balanced and understandable overview,

providing the necessary information for

shareholders to assess the Group’s position,

performance, business model and strategy.

As part of this process, we considered the

robust process in place to create the Annual

Report and Financial Statements and the

Committee:



reviewed a draft of the whole Annual

Report and Financial Statements in

advance of giving its final opinion and

ahead of final approval by the Board. The

Committee was provided with all relevant

information, received briefings from

management on how specific issues are

managed and challenged management as

required;



received confirmation that each

Committee had signed off on each of

its respective Committee reports and

reviewed other sections for which it

has responsibility under its Terms of

Reference;



was provided with a confirmation by

management that it was not aware of any

material misstatements in the financial

statements made intentionally to achieve

a particular presentation; and



was provided with findings from KPMG

that it had found no material audit

misstatements that would impact the

unqualified audit opinion during the

course of its work.

#### Risk management

The Group has identified and documented

critical risks to the business, including key

operational risks and related controls in its

risk register. The Group’s risk identification

and management process, register and

mitigants are reviewed and updated annually.

The Group’s key operational risks are

reviewed and updated quarterly.

Following a review of the Group risk register

by senior management, the principal risks

identified for the Group and their mitigations

are submitted to the Audit & Risk Committee

and Board for review and approval. These

risks are included in the principal risks and

uncertainties facing the Group as set out on

pages 93 to 100. As part of the internal audit

function, controls identified in the risk register

are tested to ensure they are operating

effectively. During 2026, the finance team and

the Committee will be identifying, reviewing

and testing the Company’s material controls

so that the Board is in a position to provide a

declaration in accordance with Provision 29

of the UK Corporate Governance Code 2024.

The Committee assessed the Group’s risk

management and internal control framework

in line with the Financial Reporting Council

Guidance on the Corporate Governance Code

(2024) and reviewed the audit and review

summary reports from the external auditor.

The Committee, having assessed the above

information, is satisfied that the internal

control and risk management framework is

operating effectively and has reported this

opinion to the Board.

During 2025, the Committee also oversaw

a reassessment of the Group’ risk appetite

and control effectiveness in a number of

key areas. This work focused on areas

where residual risks, accounting for existing

controls, remain elevated; and considered

the acceptability of that level of risk and

the extent to which additional controls are

technically, commercially and/or strategically

viable to reduce risk further to a lower target

level. This will support Board oversight and

management’s day-to-day decision making.

#### Internal audit

The internal auditor prepares an internal

audit plan for each financial year proposing

the audit areas to be covered and the

timeframe for each. This is presented to the

Committee for approval. The internal auditor

updates the Committee on progress at

regular intervals and presents reports to each

Committee meeting. The Committee can

question the internal auditor on the contents

of the reports and the processes employed

by him in investigations. These reports are

considered by the Committee and material

matters and recommendations are then

reported to the Board.

The Committee is responsible for

monitoring and reviewing the operation and

effectiveness of the internal audit function

including its focus, plans, activities and

resources. To fulfil its duties during 2025, the

Committee:



reviewed and approved the internal audit

annual plan;



considered, and was satisfied that, the

competencies, experience of and level

of resources available to the internal

Auditor were adequate to achieve the

proposed plan;



considered the role and effectiveness

of internal audit in the overall context of

the Group’s risk management framework

and was satisfied that the function has

appropriate standing within the Group;



ensured that the internal auditor had

access to the Chair of the Board, if

required; and



ensured co-ordination between internal

audit and the external auditor to maximise

the benefits from clear communication

and co-ordinated activities.

On the basis of the above, the Committee

concluded that, for 2025, the internal audit

function was performing well and is satisfied

that the quality, experience and expertise of

the function is appropriate for the Group.

#### Whistleblowing

The Company has a Whistleblowing policy

in place and a third-party service provider

is engaged to provide a confidential 24/7

whistleblowing service (Safecall) available to

all stakeholders to report any wrongdoing in

the workplace. The service does not replace

the internal processes within the organisation

but seeks to provide an alternative for those

employees who, for any reason, do not

feel comfortable or safe using the internal

processes. The Audit & Risk Committee

Chair is also positioned to receive written

complaints in confidence on accounting, risk

issues, internal controls, auditing issues and

related matters for reporting to the Audit

& Risk Committee. In 2025, five Safecall

reports were received. These related to flight

safety and management procedures, human

resources issues and alleged supply chain

fraud. Following investigation, four of these

were found to be unsubstantiated, although

certain improvements in process were

recommended and endorsed by management

,and the alleged fraud was dealt with through

the internal disciplinary process.

129

Annual Report and Accounts 2025

GOVERNANCE

![]()

#### Areas of focus in 2025

Area of focus  Audit & Risk Committee action

Financial reporting



Reviewed the 2024 Annual Report and Accounts in March 2025, the 2025 Half-Yearly Financial Report issued in August

2025 and the regulatory announcements relating to these statements before submitting them to the Board of Directors with

a recommendation to approve



Reviewed IFRS 18 readiness



Undertook a detailed review of the assumptions, basis of calculations and completeness of work related to the Group’s

consideration of impairment



Assessed the appropriateness of the Group’s accounting policies, including the key estimates, judgements and disclosures

made by management

Distributable

reserves



Reviewed the Company’s distributable reserves to ensure these were sufficient to pay the 2024 final dividend and the

2025 interim dividend

Risk management

and internal

control



Reviewed the Group’s risk management and internal control framework (including procedures for detecting fraud)

established for identifying, evaluating and managing key risks



Reviewed readiness for Provision 29 reporting



Reviewed and considered the principal risks facing the Group and identified six specific strategic risks as key to the

outcome for the year to be monitored quarterly



Received and considered quarterly risk review updates



Monitored progress against a set of Treasury policy KPIs



Oversaw re-assessment of the Group’ risk appetite in several key areas

Internal audit



Approved the internal audit plans for 2025 and 2026 and received quarterly updates on progress in this regard as well

as in relation to ad hoc work undertaken during the year



Reviewed internal audit reports during the year covering diesel management and payment of crop compensation and

challenged management, where appropriate, to monitor and improve systems



Monitored Safecall investigations



Approved a new Standard Operating Procedure for the treatment of Safecall reports



Reviewed the effectiveness of the internal audit function

External audit



Agreed the audit plan of the external auditor, KPMG, for its audit of the 2025 Annual Report and Accounts and its review

of the 2025 Half-Yearly Financial Report



Reviewed the independence, objectivity and effectiveness of the external audit process, including the safeguards to

protect the auditor’s objectivity and independence. The Committee is satisfied that the appropriate policy is in place in

respect of services provided by the external auditor



Approved the non-audit services provided by KPMG to the Group in 2025 and to be provided in 2026



Post-completion of the 2024 audit and 2025 half-year review, in conjunction with KPMG, held review meetings with senior

finance management, at which it was confirmed by both parties that no issues had arisen during the audit or review process



Met the external auditor without management present to discuss matters relating to the external audit process



In early 2026, the Chair met the External Component Auditor in Mozambique

Sustainability



Reviewed the disclosures in the 2024 Annual Report against the recommendations of the Task Force on

Climate-related Financial disclosures (TCFD) and EU Taxonomy



Considered the impact of climate change on amounts reported in the 2024 financial statements, including the

potential financial impact of the physical and transitional risks and opportunities identified in accordance with the

recommendations of the TCFD



Reviewed the findings of the 2024 DMA assurance provider and monitored action plan for improvements in CSRD reporting



Approved the appointment of a CSRD assurance provider



Briefed on CSRD developments in light of EU Omnibus proposal



Reviewed and approved the processes governing the 2025 Double Materiality Assessment (DMA)



Reviewed and challenged management on the 2025 DMA process

Committee affairs



Reviewed the Committee’s performance



Revised the Committee’s Terms of Reference to reflect the FRC Minimum Standard and Provision 29

Other



Reviewed liquidity management



Received updates on debt owed by a significant customer and considered related provisions



Reviewed the impact of pricing on inventory valuation



Oversaw risks associated with the renewal of the Implementation Agreement



Received updates on claims by, and against, a contractor on the WCP A upgrade



Monitored the security risk at Moma

130

Kenmare Resources plc

#### AUDIT & RISK COMMITTEE REPORT CONTINUED

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#### Estimates and judgements

The Committee challenged management in relation to the following areas of significant judgement, complexity and estimation in connection with the

2025 financial statements. The Committee considered the report from the external auditor on the audit work undertaken and conclusions reached as

set out in its Audit Report on pages 161 to 167. The Committee is satisfied that, in all of these matters, the accounting treatment complies with relevant

International Financial Reporting Standards (IFRS), and none gave rise to disagreement between management, the external auditor or the Committee.

Area of judgement Audit & Risk Committee considerations

Impairment of property,

plant and equipment

The Committee discussed the Group’s impairment process with both management and KPMG.

The Committee reviewed management’s impairment testing methodology and process, including key

judgements and assumptions. The Committee found the process to be robust and was satisfied with the

appropriateness of assumptions and the consistency with the approach in prior years.

Revenue recognition The Committee gained comfort over revenue recognition through discussions with management in relation

to the operation of key financial controls within the Revenue Process in order to prevent and detect material

misstatements. As a result of this, the Committee is satisfied that there are appropriate controls and

processes in place across the Group to ensure the completeness and accuracy of revenue. In addition, the

Committee gained an understanding of the substantive audit work performed by KPMG.

Going Concern and Viability

Statements

The Committee reviewed the Going Concern and Viability Statements, including the underlying methodology,

process, assumptions, and material uncertainties as detailed in Note 1 to the consolidated financial

statements. The Committee recommended to the Board that it approve the Going Concern and Viability

Statements.

Other matters The Committee considered, and is satisfied with, a number of other judgements and estimates that have

been made by management, including provisioning for tax matters, the Mine closure and Mine rehabilitation

provision, climate and sustainability reporting, considerations of the impact of climate change on amounts

reported in the financial statements, and the carrying amounts of the Parent Company’s investments in

subsidiary undertakings.

#### Audit & Risk Committeeeffectiveness and priorities for2026

As outlined in the Corporate Governance report, during

2025, there was an external review of the performance

and effectiveness of the Board and of its Committees.

The review found that the Committee is well organised,

technically strong and engaged with a good grasp on the

audit and control agenda. It suggested ways in which the

Committee could further mature its use of risk appetite

across the business and recommended different practices

to best leverage the skills and experience of all Committee

members.

The Committee has identified the following key areas for

specific focus in 2026: compliance with Provision 29 of

the Code, cybersecurity review, IFRS 102 compliance and

a review of processes and reporting to ensure compliance

with the evolving/amended CSRD requirements.

The Committee would like to thank KPMG for its work on

the 2025 financial statements. I would also like to thank

my fellow Committee members for their commitment

and input to the work of the Committee during 2025, our

former member Clever Fonseca for his contribution to the

Committee and the financial team for their assistance,

guidance and support.

Deirdre Somers

Chair of the Audit & Risk Committee

9 April 2026

131

Annual Report and Accounts 2025

GOVERNANCE

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#### Driving performance,strengthening

#### governance, creating

#### value for shareholders.

Katia Ray

Chair of the Remuneration Committee

Clever Fonseca

Committee Member

DEAR SHAREHOLDERS

On behalf of the Board, I am very

pleased to present my first Directors’

Remuneration Report following

my appointment as Chair of the

Remuneration Committee in January this

year. Before doing so, I would like to thank

my predecessor, Graham Martin, for his

leadership of the Committee over the last

nine years, during which he strengthened

the alignment between performance

and pay and reinforced the commitment

to strong governance and shareholder

engagement. On a personal level, I am

grateful for his support over the past few

months as I transitioned into the role. I

look forward to building on the strong

foundations he built in the years ahead.

This report is divided into three sections:

 This statement, which provides a

summary of the year under review

and, together with the Annual

Report on Remuneration, describes

how the Committee has fulfilled its

responsibilities during the year under

its Terms of Reference and under

the relevant requirements of the UK

Corporate Governance Code 2024

 The Annual Report on Remuneration,

which provides details of the

remuneration earned by the Directors

in the year ended 31 December 2025

and how the Directors’ Remuneration

Policy will operate for the year ending

31 December 2026

 Details of the proposed new

Directors’ Remuneration Policy

which will be put to an advisory vote

of shareholders in accordance with

Irish law at the 2026 AGM

Mette Dobel

Committee Member

Deirdre Somers

Committee Member

Summary of the work of the

#### Committee in 2025

Key activities undertaken by the Committee

in 2025 included:



assessing the outcome of the key

performance indicators (KPIs) under

the Executive Directors’ bonus scheme

for 2024;



agreeing the 2025 balanced scorecard,

with KPIs comprising a mix of quantitative

and qualitative measures set at

stretching levels for maximum award.

Quantitative targets represented 72% of

the maximum opportunity and covered

mineral production, financial performance

and ESG measures. The remaining 28%

comprised qualitative objectives including

project execution, the Group’s long-term

mining strategy, corporate vision and

values, and the Managing Director’s

personal leadership;



monitoring performance against KPIs

on a quarterly basis and communicating

the outcome to the Directors and other

affected staff as appropriate;



reviewing benchmarking reports prepared

by PwC on the salaries, benefits and

fees of the Managing Director, the Chief

Financial Officer, the Chief Operating

Officer, the Company Secretary,

Non-Executive Directors and the

Chairman and setting their levels for 2025

and, later, for 2026;



reviewing and discussing with the

Managing Director the remuneration of

the Executive Committee and senior Mine

management;



agreeing the amount of the annual

award to the Managing Director and

other senior members of management

under the Group’s long-term share plan,

the Kenmare Resources plc Restricted

Share Plan (KRSP), the performance

indicators to be considered under the

performance underpin and the annual

KRSP awards for other employees within

the Committee’s remit;



discussing a summary of performance in

2024 in the context of the performance

underpin for review at the end of the

relevant three-year period;



considering the discretionary underpin

to the 2022 KRSP awards made to

the Executive Directors and the Chief

Operating Officer and determining that

such awards should be reduced by 10%;



reviewing the remuneration and benefits

of the Managing Director and other

senior members of management in

the context of the remuneration of the

Group’s workforce as a whole. We received

presentations from management on the

remuneration structure for workers at

the Mine and our staff based in Dublin,

London and Beijing, and we satisfied

ourselves that our staff receive pay

and benefits that are benchmarked

appropriately, take into account local

employment regulations and conditions as

well as seniority, and afford our staff the

opportunity to share in the benefits from

the success of the Group. The Committee

also notes that there is no discrimination

between our male and female workers in

their pay and benefits for similar jobs;



determining the remuneration package

for the new Chief Financial Officer, James

McCullough, who joined the Company

in May;



reviewing the Committee’s Terms of

Reference to ensure they remain fit for

purpose;

132

Kenmare Resources plc

#### REMUNERATION COMMITTEE REPORT

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

considering a presentation from PwC

with an update on current remuneration

matters with particular focus on a review

of the 2025 AGM season, considerations

for our new Remuneration Policy and

investor feedback on remuneration

issues; and



developing proposals for the new

Directors’ Remuneration Policy for

consultation with major shareholders.

Performance and

#### reward for 2025

Under the current Directors’ remuneration

policy, the Managing Director receives a

base salary, pension contributions in line

with market levels and the Irish workforce,

certain other benefits, an award of shares

under the KRSP, and the opportunity to

earn a bonus depending on the outcome of

the remuneration KPIs. In 2025, the Policy

operated in line with the intentions set out in

the 2024 Annual Report on Remuneration.

As noted by the Chairman and the Managing

Director in their respective statements, 2025

was a challenging year for Kenmare. The

Company faced weaker mineral sands market

conditions, continued negotiations on renewal

of Moma’s Implementation Agreement,

some delays in commissioning of WCP A,

shipment disruptions due to adverse weather

and cancelled deliveries from customers in

financial distress. Notwithstanding these

challenges, Kenmare delivered its lowest

ever All Injury Frequency Rate of 0.75 in

2025, an improvement of more than 30%

compared with the three-year rolling average,

and substantially completed and largely

de-risked the upgrade of WCP A, positioning

the Company to deliver long-term value from

Moma. In this context, the outcome under

the production and financial measures was

5.63% out of a maximum of 25% and 8.46%

out of a maximum of 30% respectively (see

more on scorecard outcomes on page 139).

The outcome under the ESG measures was

17.1% out of a maximum 25%, reflecting the

lowest ever All Injury Frequency Rate (0.75

per 200,000 hours worked) and the overall

stretch nature of the environmental targets

that were not fully met.

In respect of the qualitative measures, the

Committee considered Project Execution

and determined that 10% out of a maximum

15% was appropriate, reflecting the delayed

completion of the WCP A ramp-up and the

resulting revision to production guidance

but also the fact that the overall project

(including construction of the Tailings

Storage Facility) was successfully and safely

executed within the reporting period. For the

Corporate target, the Committee recognised

a range of initiatives demonstrating strong

leadership and alignment with the Company’s

strategy and values, including innovation

programmes introducing ZrTi – previously

a waste product – to market, launching of

the capital-light Selective Mining Operation

(SMO), and completing the retrenchment

programme without compromising safety,

among others. However, the award was

moderated to 4% out of 5% to reflect that,

despite continued engagement with the

Government of Mozambique regarding

the extension of Moma’s Implementation

Agreement (IA), the IA had not been finalised

by year end. Overall, the 2025 annual bonus

was determined at 45.18% of the 100%

maximum, compared with 63.57% in 2024.

The Committee considers this outcome

a fair reflection of corporate performance

for the year against stretching targets and

the Managing Director’s performance. In

accordance with the current Policy, the

bonus is payable fully in cash. However, the

Managing Director has requested that his

net bonus is directed towards the purchase

of Kenmare shares on the market, when

so permitted, in order to further align his

interests with the Company’s strategy.

The KRSP awards granted to the current and

former Managing Directors on 6 April 2023

vested on 6 April 2026. Vesting was subject

to continued employment and an underpin

based on the Remuneration Committee’s

judgement of Company and individual

performance over the three-year vesting

period. The Committee has conducted an

assessment of the underpin and determined

that no reduction should be made to the

awards. More details on the underpin and the

Committee’s assessment are on page 140.

The KRSP awards granted in 2022 vested

in April and September 2025. Vesting was

subject to continued employment and

an underpin based on the Remuneration

Committee’s judgement of Company and

individual performance over the three-year

vesting period. The Committee determined

that a reduction to the vesting of 10% should

be made to the awards, confirming its

provisional assessment, which was reported

in the 2024 Annual Report.

The Committee confirms that no malus

and clawback provisions were used during

the year.

#### Directors’ remuneration

#### policy: historical context

The structure of the current Policy dates

back to 2017, when the Committee moved

away from a previous single incentive

plan that had proved overly complex and

ineffective as an incentive mechanism in a

cyclical industry. The replacement framework

was designed to be straightforward,

transparent and easy to understand,

combining annual bonus metrics for

short-term goal-setting through a balanced

scorecard with a Restricted Share Plan

(the KRSP) that enables Executives to

build meaningful equity positions, thereby

strengthening alignment with shareholders.

The balanced scorecard KPIs are cascaded

throughout the Company to ensure that

day-to-day activities and incentives remain

aligned with the Company’s overall strategy.

Performance against these KPIs forms a

meaningful component of the annual bonus

for our corporate and senior staff at the

Mine (generally ranging from 20% to 60%

of salary). Over the last nine years, the

proportion of quantitative targets in the

KPI mix has increased from 67% to 72%,

strengthening the overall objectivity and

rigour of the scorecard. During the same

period, Executives’ bonus outcomes have

ranged from 38% to 64% of salary, averaging

around 50% out of the maximum 100% of

salary, reflecting the stretching nature of the

targets set by the Committee.

The KRSP, which is also cascaded

throughout the organisation, has proved

an effective mechanism for incentivising

senior management below Executive level

and aligns well with the Company’s culture.

In 2020, the Committee strengthened

the structure by introducing an underpin,

enabling vesting outcomes to be adjusted

to reflect the shareholder experience

over the relevant period. While the robust

structure and application of such underpins

are uncommon among restricted share

plans in the market (with most companies

adopting a less structured approach to their

underpin), the Committee has consistently

and effectively applied this approach, with

downward vesting adjustments of 5–10% in

the last three years.

133

Annual Report and Accounts 2025

GOVERNANCE

![]()

#### Directors’ remuneration

#### policy: new proposal

The current Policy was approved by the

Company’s shareholders at the 2023 AGM

with 97.07% of votes in favour. This Policy

has served us well during this period of

transition, with the Directors’ Remuneration

Reports under this Policy being well received

by shareholders with 99.34% and 98.62% of

shareholder votes in favour at the 2024 and

2025 AGMs, respectively. Although the Policy

is due for renewal at the 2026 AGM, in the

view of the Committee, it remains largely

fit for purpose. Therefore, we are seeking

approval to keep the overall structure of the

Policy unchanged.

As part of the Committee’s review of the

Policy, the Committee considered market

data for the Managing Director against two

comparator groups: similarly sized Extractive

Resources companies and the FTSE Small

Cap. A summary of the base salary and total

remuneration positioning is set out in the

table below. In particular, the Committee

noted that:



the Managing Director’s base salary

was set materially below that of his

predecessor on appointment in 2024.

Furthermore, in recognition of current

market conditions and the recent

company-wide retrenchment programme,

he will not be receiving a salary increase

for 2026;



the current annual bonus opportunity

(100% of salary) is at the lower quartile

level, with median and upper quartile

opportunity levels of 125% and 150% of

salary, respectively; and



the current KRSP opportunity (100%

of salary) is broadly in line with typical

market practice (median: 100%, upper

quartile: 125%), although the nature of

Kenmare’s underpin is relatively unusual

in its level of specificity and the degree

of structure we use when considering its

application.

In this context, the Committee is proposing to

make the following changes to the Policy:



Increase the maximum annual bonus

opportunity from 100% to 125% of salary

– this delivers a more market-competitive

bonus opportunity with an explicit

performance link based on targets set by

the Committee at the start of the year.

Any bonus outcome above 50% of salary

will continue to be deferred in shares for

three years. This means that the increase

in opportunity, if achieved, would be

wholly delivered in shares, strengthening

the alignment with shareholders.

Consistent with emerging UK market

practice, when the shareholding

requirement has been met, the Committee

may reduce (including to zero) the

deferral level. Furthermore, the Committee

notes that, over the last three years,

despite a maximum bonus opportunity

of 100% of salary, payouts were 35.23%,

63.57% and 45.18% of salary,respectively,

reflecting the outcomes achieved against

the scorecard targets.



Increase the maximum KRSP opportunity

from 100% to 125% of salary to further

strengthen alignment with shareholders

and support the Managing Director

in building towards the shareholding

requirement (250% of salary). The

underpin, which as noted above is more

prescriptive than typical market practice,

will remain unchanged. The Committee

notes that it has applied reductions to

the vesting levels of between 5% and

10% in the last three year – again, such

reductions to the vesting levels are

unusual for restricted share plan awards.

However, as outlined below, the KRSP

grant level will remain at a maximum of

100% of salary for 2026.

(€’000)

Base salary Total target remuneration

Current

Policy

New

Policy

1

LQ M UQ

Current

Policy

New

Policy

2

LQ M UQ

Extractive Resources

575 575

487 564 593

1,495 1,711

1,192 1,507 1,730

FTSE Small Cap 553 606 701 1,443 1,635 1,894

1

No change to base salary for 2026.

2

New Policy includes an increase to the annual bonus and KRSP opportunity of 25% of salary (i.e. maximum opportunity of 125% of salary each). However, as outlined below, the

KRSP grant level will remain at 100% of salary for 2026.

Even with both proposed increases, the

Managing Director’s total remuneration

would remain below the upper quartile

against Extractive Resources peers and

only slightly above the median against FTSE

Small Cap peers. The Committee strongly

believes that these changes will enable us to

maintain competitive executive remuneration,

despite operating in a weaker-performing

sector within an otherwise stronger mining

industry, while also recognising the Managing

Director’s development in the role and

further strengthening his alignment with the

shareholder experience.

The Committee considered whether a

commensurate increase in the shareholding

requirement (250% of salary) is appropriate.

However, the Committee noted that the

current level is already at the upper end of

134

Kenmare Resources plc

#### REMUNERATION COMMITTEE REPORT CONTINUED

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market practice. Furthermore, the current

level represents 2x the new KRSP grant level

– based on a 50% discount typically applied

for restricted share plans, this represents 1x

the equivalent performance-based long-term

incentive level, in line with typical investor

expectations for shareholding requirements.

At the beginning of 2026, we wrote to each

of our major shareholders and proxy voting

agencies setting out our proposals in detail,

and received some very useful feedback

in meetings and in telephone calls. The

shareholders and agencies we spoke with

did not raise any significant issues with the

proposed changes, although one raised

concerns regarding the potential significant

increase in the number of shares that would

be granted under the KRSP in 2026 as a

result of the lower share price position at that

time combined with the increase in maximum

opportunity under the proposed Policy.

The Committee reflected on this feedback

and determined that the 2026 KRSP award

level would be made at 100% of salary in

recognition of these concerns. However,

the Committee recognised that the share

price has fallen further since that decision

was made in February 2026. To mitigate this

impact, the Committee decided that the

number of shares subject to the 2026 KRSP

award will be determined using a share price

of no less than 273.5p, being the closing share

price on the date the Committee determined

that the award would be granted at 100% of

salary. Our current intention is that we will

grant at 125% of salary during the life of the

Policy, but this will remain under review. I am

very grateful to those of our shareholders

and agencies who engaged with us in this

consultation process. The proposed new

Policy together with a summary of the key

changes to the current Policy are set out in

detail on pages 145 to 153.

#### Renewal of Kenmare’s

#### Restricted Share Plan

The KRSP will expire in 2027. We are,

therefore, proposing adoption of a new

scheme to replace it with effect from

1 January 2027. Given the success of the

KRSP as part of the remuneration structure

and the familiarity of participants with its

structure, we are proposing to retain the

current structure with just minor operational

amendments and updates for changes in

law and practice. The maximum limit for

Executive Directors has also been increased

to reflect the increased limit under the new

Policy (125% of salary). A summary of the

rules of the new scheme is set out in the

Appendix to the Notice of AGM.

Directors’ remuneration for

2026

In light of current market conditions, fees

payable to Non-Executive Directors and the

salary payable to the Managing Director in

2026 have not been increased and will remain

at their 2025 levels. Subject to the approval of

the Policy, the maximum bonus opportunity for

2026 will be 125% of salary. As outlined above,

given the increase in the number of shares

that would be subject to the 2026 award,

based on the current share price and the

proposed higher opportunity, the Committee

has determined that the 2026 KRSP grant will

be at a maximum of 100% of salary, based on a

share price of no less than 273.5p.

The performance metrics for the 2026 annual

bonus and their weightings are outlined

on page 144. While the total weighting for

financial and quantifiable operational metrics

remains at 55%, we have introduced a new

metric for Shipping with a corresponding

reduction in the Production and Financial

weightings. This change reflects our 2026

market guidance, which places greater

emphasis on shipments and aligns with the

Company’s “value over volume” strategy. In

addition, ESG targets represent 25% of the

scorecard, comprising 17% quantitative and

8% qualitative measures.

#### Workforce engagement on

#### remuneration matters

During the course of the former Committee

Chair’s engagement with employees

during 2025 and that of Mette Dobel as

the designated Non-Executive Director,

there were no issues regarding Directors’

remuneration highlighted or queried by

employees.

Management engaged with the workforce

during the year in relation to performance

reviews, salaries, bonus outcomes (which

reflect both personal and corporate

performance) and awards made under

the KRSP.

#### Committee effectiveness

During the year, an external performance

review of the Board and its committees

was carried out. The review found that the

Committee is inclusive and constructive

and has played a strong role in ensuring

remuneration is considered coherently

throughout the organisation. It recommended

that, with the change in the Committee

Chair, the Committee should not lose focus

on retaining the tight connection between

reward and the Company’s key value drivers

and risk profile.

#### Conclusion

The mineral sands sector has continued to

operate in a challenging market environment

in 2025, and the Committee is mindful of

the impact on the shareholder experience.

In this uncertain context, and with stronger

conditions in other mining sectors competing

for talent, we have to balance the need

to retain and motivate high-performing

employees with ensuring that remuneration

outcomes appropriately reflect performance

delivered.

The Committee continues to believe that the

current Policy with its blend of short, medium

and long-term aspects remains appropriate

for the Group and, in our view clearly aligns

the interests of the Executives with those

of the shareholders. It is relatively simple

and easily understandable; we believe it is

motivating and allows sufficient discretion

to the Committee to take account of all

relevant matters affecting the Group or its

performance in the year. In addition, it gives

discretion to the Committee to look back over

each three-year period in determining the

ultimate KRSP vesting outcomes. This is why

we are proposing to substantially retain its

structure in our new proposals.

Shareholders’ views on Executive

remuneration are very important to the Board,

particularly this year as we are proposing

a new Policy for approval at the AGM.

Should you have any questions, comments

or feedback on remuneration matters at

Kenmare, I would be very pleased to hear

from you. I can be reached via the Company

Secretary at chealy@kenmareresources.com.

I hope you will vote in support of the

Directors’ Remuneration Report at the

forthcoming AGM, and in favour of our new

Directors’ Remuneration Policy and share

scheme proposal.

Lastly, I would like to thank my fellow

Committee members, the Board and the

executive team for their thoughtful guidance

and continued support since I joined

the Board.

Katia Ray

Chair of the Remuneration Committee

9 April 2026

135

Annual Report and Accounts 2025

GOVERNANCE

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#### Membership and meetings

The Remuneration Committee consists

of Deirdre Somers, Clever Fonseca, Mette

Dobel and Katia Ray, as Chair. All Committee

members are Independent Non-Executive

Directors. Biographical details for each of

the Committee members and a description

of their respective skills, expertise and

experience are set out on pages 106 and 107.

The Committee formally met five times

during the year but there were also several

less-formal communications throughout

the year on remuneration issues between

members of the Committee and with the

Managing Director. Details of members’

attendance at meetings are set out at

ww.kenmareresources.com/about/

corporate-governance

#### Committee membership and diversity

Independent Date of appointment to Committee

Katia Ray

Chair

Yes 28/10/2025

Deirdre Somers

Member

Yes 13/05/2021

Clever Fonseca

Member

Yes 31/12/2021

Mette Dobel

Member

Yes 01/09/2023

Graham Martin

Former Chair

1

Yes 14/10/2016

Gender diversity: 25% Male, 75% Female

Ethnic diversity: 0%

1

Graham Martin retired from the Board on 31 January 2026.

#### Principal responsibilities ofthe Committee

The role of the Committee is to assist

the Board in fulfilling its responsibility to

ensure that:



remuneration policy and practices of the

Group are designed to support strategy

and promote long-term sustainable

success (including environmental, social

and governance (ESG) objectives), reward

fairly and responsibly, with a clear link to

corporate and individual performance and

having regard to statutory and regulatory

requirements; and



executive remuneration is aligned to

Group purpose and values and linked to

delivery of the Group’s long-term strategy.

The primary responsibilities of the Committee

are to:



determine and agree with the Board the

Group’s policy on executive remuneration;



within the terms of the agreed

policy, determine the total individual

remuneration package of the Chair,

Managing Director, Chief Financial

Officer, Chief Operating Officer, Company

Secretary and such other members of

the senior executive management as it is

designated to consider;



review workforce remuneration, related

policies and the alignment of incentives

and rewards with culture; and



oversee the preparation of the Annual

report on remuneration.

See the Committee’s Terms of Reference at

www.kenmareresources.com/about/corporate-

governance/ remuneration-committee

The Committee gives full consideration to legal

and regulatory requirements, to the principles

and provisions of the 2024 UK Corporate

Governance Code (the Code) and to related

guidance. The Committee also seeks to ensure

that risk is properly considered in the setting

of the remuneration policy, by ensuring that

targets are appropriately stretching but do not

lead to the taking of excessive risk.

The Committee reviews remuneration and

related policies applicable to the wider

workforce, ensuring that they are taken

into account when setting the policy for

Executive remuneration. The aim across

the Group is to provide a reward package

that is aligned to shareholders’ interests,

supports the achievement of the Company’s

annual and strategic objectives (including

climate targets, where relevant), is

competitive against the appropriate market,

and is consistent with Kenmare’s focus on

performance and its core values.

This means:



base salaries are set in line with the

relevant market recognising the

individual’s skill, knowledge, experience

levels and contribution to the role;



high performance and exceptional

contribution are recognised through

in-year incentives;



packages for leadership roles have an

increased emphasis on longer-term

share-based reward;



employees are provided with competitive

post-retirement benefits in line with

practices applicable in relevant

jurisdictions; and



employees have access to a competitive

and cost-effective package of other

benefits as part of the total reward offering.

The Company Secretary acts as Secretary

to the Committee. The Managing Director

may be invited to attend meetings of

the Committee, except when his own

remuneration is being discussed. No Director

is involved in the consideration of their own

remuneration.

The Remuneration Committee seeks

independent advice when necessary, from

external remuneration consultants. In 2019,

the Committee conducted a competitive

tender process following which PwC, which

has no other connection with the Group,

Company or the Directors, was retained as

independent external remuneration advisors.

Since then, the Committee has renewed their

appointment annually. PwC is paid a fixed fee

for a fixed scope of work and charges fees on

a time-and-materials basis for work outside

of the agreed scope. During the year ended

31 December 2025, the total fees payable

to PwC in respect of these services was

£47,000 (2024: £59,500). PwC is a member

of the Remuneration Consultants Group and

a signatory of that Group’s Code of Practice

for remuneration consultants. The Committee

reviews the services and advice provided by

PwC each year and is satisfied that the advice

it receives is independent and objective.

136

Kenmare Resources plc

#### ANNUAL REPORT ON REMUNERATION

![]()

#### Consideration of employment conditions outside the Group

The Committee reviews the remuneration of the Managing Director in light of the remuneration of the Executive Directors of other appropriate

quoted companies and, in the course of 2025, considered benchmarking reports prepared by PwC in relation to the same.

#### Directors’ remuneration (audited)

The following tables set out the remuneration for Directors for the year ended 31 December 2025 and the prior year. Tom Hickey’s base salary did

not increase in 2025.

Tom Hickey

Executive Director’s

remuneration

1

2025

$’000

2025

2

%

2024

2

$’000

2024

%

Fixed pay

Basic salary  650 528

Benefits  7 6

Pension  65 56 53

Total fixed pay  722 – 587 47%

Variable pay

Bonus

3

294 336

KRSP

4

272 44 330

Total variable pay  566 – 666 53%

Total single figure 1,288 1,253 –

1

The underlying currency of the Executive Director’s emoluments is Euros. Amounts

disclosed above are translated at the average Euro to US Dollar rate for the relevant

year. This disclosure forms an integral part of the financial statements.

2

The 2024 figure includes Tom Hickey’s salary as Finance Director and as Managing

Director, following his appointment on 15 August 2024. His annual basic salary as

Managing Director is €575,000, and as Finance Director was €431,135.

3

The 2025 annual bonus performance outcome of Tom Hickey is 45.18% of maximum.

4

The value of the KRSP awards for 2025 reflects the awards granted in 2023 and is

calculated based on an average share price of the last three months of 2025 of £2.64

and taking into account the reduction in vesting of 0% as a result of the performance

underpin. No value is attributable to share price appreciation or dividend equivalents.

See page 140 for more details. The vesting date for the awards was 6 April 2026. The

value of the KRSP awards for 2024 has been recalculated based on the share price on

the vesting date, 29 September 2025, of £3.12. No value is attributable to share price

appreciation.

Basic fee

Committee Chair and

Membership fee

Senior Independent

Director fee Audited total

1

The fees set out in the table to

the left relate to the period of

the directorship. The underlying

currency of the Non-Executive

Directors’ emoluments is Euros.

Amounts disclosed above

are translated at the average

Euro to US Dollar rate for the

relevant year.

2

The Non-Executive Directors’

remuneration is 100% fixed. In

2025, it was agreed to increase

all Non-Executive Directors’ fees

by 2% to reflect inflation.

3

This disclosure forms an integral

part of the financial statements.

4

Katia Ray was appointed as a

Director of the Company on

28 October 2025.

Non-Executive

Directors’

remuneration

1,2,3

2025

$’000

2024

$’000

2025

$’000

2024

$’000

2025

$’000

2024

$’000

2025

$’000

2024

$’000

Issa Al Balushi 77 73 – – – – 77 73

Mette Dobel 77 73 15 15 – – 92 88

Elaine Dorward-King  77 73 36 34 – – 113 107

Clever Fonseca  77 73 23 22 – – 100 95

Graham Martin  77 73 34 32 12 12 123 117

Katia Ray

4

14 – 1 – – – 15 –

Deirdre Somers  77 73 39 36 – – 116 109

Andrew Webb 264 248 – – – – 264 248

Total 740 686 148 139 12 12 900 837

Audited total

Total Directors’ remuneration

2025

$’000

2024

$’000

Executive Directors

Salary  650 893

Benefits  7 13

Bonus  294 625

Pension  65 98

KRSP 272 756

Loss of office – 1,414

Total Executive Directors’

remuneration  1,288 3,799

Non-Executive Directors

Fees  900 837

Total remuneration  2,188 4,636

Executive and Non-Executive Directors’ remuneration and fees for

services as Directors provided to the Company and the entities

controlled by the Company are $1.3 million (2024: $3.9 million) and

$0.9 million (2024: $0.8 million), respectively. These figures have

been calculated based on the requirements of the UK’s Large and

Medium-sized Companies and Groups (Accounts and Report)

Regulations 2008 as amended in 2013, 2018, 2019 and 2025

(the Regulations), to which the Company has regard.

#### 2025 annual bonus award (audited)

The performance metrics for the 2025 annual bonus award sought to

deliver continuous and stretching progress in relation to operational

performance, cost efficiency and capital expenditure management,

health and safety initiatives, and corporate objectives. The maximum

opportunity under the annual bonus award for Tom Hickey for 2025

was 100% of base salary.

137

Annual Report and Accounts 2025

GOVERNANCE

![]()

GOV-3

#### Performance targets and outcomes for the 2025 financial year were as follows

1

:

2025 annual bonus

outcome

Weighting

%

Threshold

(25% of

maximum vests)

Target

(50% of

maximum vests)

Stretch

(100% of maximum

vests)

Operational Ilmenite production (tonnes)

16 930,000 990,000 1,050,000

Zircon (standard and special)

production (tonnes)

6.0 47,000  51,000  54,000

Other (tonnes)

3.0 60,000  66,000  72,000

Financial EBITDA ($m)

10.0 122.0 136.00 150.00

Production cash costs ($m)

10.0 263.0 251.0 239.0

Average share price in December 2025

(including dividends paid in 2025)

(£ per share)

5.0 3.49 3.81 4.13

Relative share price (Kenmare vs. FTSE

Small cap)

5.0 Below median Median Top Quartile

Safe and engaged

workforce

Lost Time Injury Frequency Rate

(LTIFR)

8.0

>15% reduction in

LTIFR (0.085 vs 0.10)

LTIFR >20% reduction

relative to 3-year rolling

average (0.08 vs 0.10)

25% reduction in LTIFR

(0.075 vs 0.10)





Reducing malaria

2.0

0% reduction of

malaria cases (24.07

vs 24.07)



1.5% reduction of

malaria cases per 200k

hours worked vs a

2-year rolling average

(22.87 vs 24.07)



Implementation of a

Vector Control study

from CISM research



10% reduction in

malaria cases (21.66 vs

24.07) plus



Implementation of a

Vector Control study

(as per Target)





A healthy, natural

environment

Climate/Decarbonisation

4.0

1. Improve MSP diesel

by 3% (from 6.92

L/tonne to 6.72

L/t. For mining,

achieve the target

of 0.24 L/tonne

excavated ore

2. Improve electricity

intensity by 10%

(vs 2024) for MSP

and 1% for mining

Achieve threshold plus

3. Complete feasibility

study for drier

electrification

Achieve threshold plus

commence execution of

point 3 plus

4. Complete feasibility

study for solar and

battery and commence

Biodiversity/land management

2.5

Rehabilitation

of 210 Ha

Achieve threshold

plus slimes additioning

on 50Ha

Achieve target plus

establish agroforestry

on 30Ha









Water stewardship

2.5

Complete 2/7 water

infrastructure

projects (for

water reuse)



Complete 4/7 water

infrastructure projects

(for water reuse)



Maintain 90%

water re-use



Complete 7/7 water

infrastructure projects

(for water reuse)



Maintain 90%

water re-use





Tailings storage

2.0

Conduct

GISTM audit

Achieve <5 major

findings on audit

Achieve <3 major findings

on audit



Thriving

communities

Socio-economic impact

4.0

Identify and

contract with third

party for micro-loan

management

Achieve threshold and

ensure 1 new agri-

business project gets

underway in 2025

Achieve target and

develop terms of reference

for establishing new

business targeting youth







Project execution Development projects progress

15.0

Corporate,

leadership, vision

and values

5.0

The Committee considers how each Executive performed in terms of the Board’s

expectations of his role, including leadership, strategic vision and planning,

business development, succession planning and alignment with the Company’s

vision and values. Regard is also had to the Executive’s part in the achievement of

the Board objectives for the year and in long-term value creation for the Company.

The Committee also considers the delivery of a number of specific corporate initiatives.

Total

100.0

Overall, the outcome of the scorecard and, therefore, outcome for Tom Hickey, was 45.18% of maximum (and, therefore, 45.18% of relevant salary). The Committee

believes this appropriately reflects his performance during the year and the Group’s results,and, therefore, has not applied further discretion to this outcome. Mr. Hickey

has requested the Company to pay this bonus (net of statutory deductions) to his broker to fund the purchase of shares in the Company, when permitted to do so.

138

Kenmare Resources plc

#### ANNUAL REPORT ON REMUNERATION CONTINUED

![]()

Performance

achieved

Proportion of

element 2025 %

842,000 0.0 0.0

50,000 43.8 2.62

111,700 100.0 3.0

58.0 0.0 0.0

242.7 84.6 8.46

2.67 0.0 0.0

Below median

0.0 0.0



Stretch delivered.



30% improvement vs 3-year rolling average

100.0 8.0











24.63 malaria cases per 2002k hours worked – no improvement achieved



Implementation of Vector Control study not commenced due to high costs without

government partnership.

0.0 0.0

1. Diesel: MSP diesel intensity is off target by 6%, 7.12 L/tonne (feed) vs 6.72 (Target) Mining Diesel Intensity is on

target at 0.21 L/tonne (excavated ore) vs 0.24 L/tonne (excavated ore).

2. Electricity: MSP electricity intensity was on target at 30.91 kWh/tonne (feed) vs 31.5 kWh/tonne (Target). Mining

electricity intensity off target by 21%, 4.07 kWh/tonne (excavated ore) vs 3.46 kWh/tonne.

3. The design phase and commercial proposal for the partial electrification of dryer project was finalised in June

2025. The project did not proceed to implementation because it is NPV negative at the current diesel and

electricity prices.

4. The micro grid feasibility study is finalised. The project is not proceeding to implementation due to budget

constraints.

50.0 2.0



Stretch achieved



Rehabilitation of 213 Ha



Slimes additioning on 30 Ha



Agroforestry on 30 Ha

100.0 2.5











Water re-use 90.43%



3/7 water re-use projects complete

24.0 0.6



Stretch delivered.

100.0 2.0



Sustainability concerns identified on implementation approach to micro-loan management



New agri-business projects identified and selection of beneficiaries to start in 2026



Terms of reference approved and training on implementation strategy to be provided

50.0 2.0

The Committee reviewed performance across all projects undertaken in 2025 and decided that, despite a

number of successful project deliveries, delays to WCP A which contributed to a revision of guidance warranted a

score of 10% out of 15%.

66.6 10.0

The Committee considered the executive team’s effectiveness in reinforcing the Company’s value-over-volume

approach in response to weak market conditions, managing an unsolicited takeover proposal, implementing a

necessary staff retrenchment programme and maintaining a strong focus on safety performance throughout the

year, alongside delivery of a range of other strategic initiatives. The Committee also noted that, despite continued

engagement with the Government of Mozambique, the Implementation Agreement had not been finalised during

the year. Taking these factors into account, the Committee concluded that a score of 4% out of 5% appropriately

reflected performance against this element.

80.0 4.0

45.18

1

See Glossary of terms for abbreviations

139

Annual Report and Accounts 2025

GOVERNANCE

![]()

#### Vesting of the 2023 KRSP

#### awards

The KRSP awards granted on 6 April 2023,

vested on 6 April 2026 subject to continued

employment and an underpin based on the

Remuneration Committee’s judgement of

Company and individual performance over

the three-year vesting period. The underpin

provides the Committee with the ability to take

a holistic view of the Company’s performance

over the three-year period to ensure that the

vesting level is appropriate.

For the 2023 award, the underpin included the

following six core elements to be considered

as part of the assessment (although the

Committee may consider other factors in

addition to these):



Operational performance outcomes under

the annual bonus scorecard over the

three-year period



Share price performance since grant



ESG performance



Major strategic or project decisions and

return on investment



Cost competitiveness



The long term strategic vision for the

Company

In advance of the awards vesting in

April 2026, the Committee conducted

an assessment of the underpin. The

Committee considered the negative trend

in the Company’s share price over the

three-year period — from 436p to 251p

(a 42% decrease) but noted that, while

share prices across FTSE Mineral Sands

companies declined in line with the wider

industry downturn, Kenmare had performed

comparatively better than its peers, indicating

resilience and effective management

despite challenging market conditions.

The Committee considered that the share

price decline, alongside the Company’s

relative outperformance and the zero TSR

outcomes under the annual bonus in each

year, together produced a balanced overall

outcome and therefore determined that no

further adjustment was appropriate.

The Committee also looked at the decline

in cost competitiveness but recognised that

stronger cost positioning had historically

been associated with mining higher grades at

Pilivili and that recent industry developments

had significantly reshaped the sector’s

revenue-to-cost curve and were outside

the Company’s control. It concluded that no

adjustment to vesting was appropriate in this

regard.

Turning to long term strategic vision,

there were areas where communication

to the Board regarding certain significant

developments during the period could

have been more consistent and justified a

reduction but this was offset by positive

initiatives such as the introduction of ZrTi

(previously treated as a waste product)

to the market and the completion of

the retrenchment programme without

compromising safety performance. Therefore,

overall, the Committee determined that no

reduction should be made to the vesting of

the 2023 awards.

#### Vesting of the 2022 KRSP

#### awards

The KRSP awards granted in April 2022

vested in April 2025 and were granted

subject to an underpin. Details of the

relevant underpin and the Committee’s initial

assessment of it were set out on page 156

of the 2024 Annual Report. That report

stated that, at that time, the Committee had

provisionally determined that a reduction

of 10% should be made to the awards.

The Committee’s final assessment of the

underpin at the time of vesting confirmed this

determination.

#### Total pension entitlements

Tom Hickey is entitled to a pension provision

based on 10% of base salary, in line with the

remuneration policy and the contributions

for the Kenmare corporate staff. In lieu of his

pension contribution, Tom Hickey receives

this amount in cash. Fees paid to Non-

Executive Directors are not pensionable. No

Director has a prospective entitlement to a

defined benefit pension by reference to their

service as a Director.

#### Payments for loss of office

#### (audited)

No payments for loss of office were made

during the year.

#### Payments to past Directors

#### (audited)

Terence Fitzpatrick stepped down as a Director

on 1 July 2018 but has remained an employee of

the Company. His salary is for his services as an

employee and not as compensation for loss of

office. During the year, contributions of $30,833

(2024: $37,747) were paid into his pension.

Michael Carvill stepped down as a Director

of the Company on 14 August 2024. Michael

Carvill was retained as a consultant to the

Company via Zephyr Consulting Limited (a

company controlled by Michael Carvill) until

30 April 2025 to provide services in respect of

the renewal of the Implementation Agreement

(IA), WCP A’s move to Nataka and other

corporate matters. Under the agreement

entered into in this regard, Zephyr Consulting

Limited was entitled to: (a) a fixed monthly fee

of €27,220; and (b) a completion fee of 100%

of the payments due to him in the calendar

year 2024 if the IA was renewed on or before

21 December 2024. During 2025, a total of

€108,880 was paid to Zephyr Consulting

Limited for the fixed monthly fee under this

consultancy arrangement. The completion fee

did not become payable. As outlined in the

2024 report, the Committee also determined

that he would be treated as a “good leaver”

by reason of retirement in accordance with

the Directors’ remuneration policy and KRSP

rules. As outlined earlier, the vesting outcome

in relation to the 2023 KRSP award is 100%,

equivalent to

118,261 shares, with a value of

£

0.3 million based on the average share price

over the final three months of 2025 (£2.64).

140

Kenmare Resources plc

#### ANNUAL REPORT ON REMUNERATION CONTINUED

![]()

#### Directors’ and Secretary’s shareholdings (audited)

The interests of the Secretary and Directors who held office during 2025, their spouses and minor children, in the ordinary share capital of the

Company, other than pursuant to share options or share awards, were as set out below:

Shares held

1 April 2026

Shares held

31 December 2025

Shares held

1 January 2025

Issa Al Balushi – – –

Mette Dobel 2,500 2,500 2,500

Elaine Dorward-King 10,000 10,000 10,000

Clever Fonseca 5,170 5,170 5,170

Tom Hickey 47,000 47,000 47,000

Graham Martin

1

100,000

1

100,000 100,000

Katia Ray 2,024 2,024 –

Deirdre Somers 3,940 3,940 3,940

Andrew Webb 10,000 10,000 10,000

Chelita Healy (Secretary) – – –

1

Holding as at 31 January 2026., the date Graham Martin retired as a Director

#### Share awards scheme (audited)

Number of nil cost options (excluding dividend equivalents unless stated otherwise)

Name Share plan

At 1 Jan

2025 Awarded

Face value

£

Vested and

exercised

Lapsed or

Forfeited

At 31 Dec

2025 Date of grant Exercise period

Market price

at exercise £

Tom

Hickey  KRSP 91,829 26,830

1

– 9,183

2

109,476 28 September 2022

28/09/2025–

28/09/2029 –

KRSP 78,048 – – – 78,048 6 April 2023

6/04/2026–

6/04/2030 –

KRSP 117,013 – – – 117,013 28 March 2024

28/03/2027–

28/03/2031 –

KRSP – 118,550

5

481,076 – – 118,550 2 April 2025

2/04/2028–

2/04/2032 –

KRSP – 13,643

4,5

55,563 – – 13,643 2 April 2025

2/04/2028–

2/04/2032 –

KRSP – 34,405

3

108,823 – – 34,405 2 April 2025

2/04/2028–

2/04/2032 –

Totals 286,890 193,428 – – 471,135

Chelita

Healy KRSP 2,823 – – – 2,823 28 April 2021

28/04/2024–

28/04/2028  –

KRSP 4,696 1,587

1

– – 6,283 5 April 2022

5/04/2025–

5/04/2029 –

KRSP 5,192 – – – 5,192 6 April 2023

6/04/2026–

6/04/2030 –

KRSP 8,231 – – – 8,231 28 March 2024

28/03/2027–

28/03/2031 –

KRSP – 7,972

5

32,350 – – 7,972 2 April 2025

2/04/2028–

2/04/2032 –

Totals 20,942 9,559 – 9,183 30,501

1

Dividend equivalent entitlements relating to vested share awards.

2

2022 award reduced by the Remuneration Committee by 10% on application of the discretionary underpin. See page 140.

3

On 2 April 2025, Tom Hickey received a “top up” award in respect of the difference between his Financial Director and Managing Director’s salary for 2024. For regulatory reasons,

the Company was not in a position to grant this award before 31 December 2024. The number of shares granted under this award was calculated using a share price of £3.163 per

share which was the average closing price of the Company’s shares on the London Stock Exchange during the five trading days beginning from (and including) 20 March 2024 (the

day of the announcement of the Company’s preliminary results for 2023) and the prevailing euro/sterling exchange rate at the time of grant.

4

On 2 April 2025, Tom Hickey received a deferred bonus award in respect of 2024 in respect of the excess 2024 bonus outcome above 50% of his base salary. This will vest three

years from grant.

5

The number of shares granted under each of these awards was calculated using a share price of £4.058 per share which was the average closing price of the Company’s shares

on the London Stock Exchange during the five trading days beginning from (and including) 26 March 2025 (the day of the announcement of the Company’s preliminary results for

2024) and the prevailing euro/sterling exchange rate at the time of grant.

141

Annual Report and Accounts 2025

GOVERNANCE

![]()

Tom Hickey did not exercise any awards during the year or in 2024.

Tom Hickey’s KRSP awards vest on the third anniversary of grant date, subject to continued employment and to the Remuneration Committee’s

assessment against a discretionary underpin. The vested KRSP awards are subject to a two-year holding period, which may extend beyond his

cessation of employment in accordance with the post-employment holding requirements of the remuneration policy.

The 2025 award for Tom Hickey represents 100% of base salary based on a share price of £4.058, being the average closing price of the

Company’s shares during the five trading days following announcement of the Company’s preliminary results for 2024.

In the case of Chelita Healy, the above KRSP awards vest on the third anniversary of grant date, subject to continued employment.

Non-Executive Directors do not receive awards under share plans.

#### Managing Director’s shareholding requirement

In accordance with the current remuneration policy, Tom Hickey is required to build up a shareholding equal to 250% of his salary. This

requirement can be met both by shareholdings held by him (directly or indirectly), vested unexercised awards on a net of tax basis and, also on a

net of tax basis, by unvested share awards that are not subject to performance or underpin conditions. As of 31 December 2025, the shareholding

of Tom Hickey represented 52% of his salary.

#### Performance graph and table

The value at 31 December 2025 of $100 invested in the Group in 2015, compared with the value of $100 invested in the FTSE All-Share Industrial

Metals and Mining Index, as this is a relevant sector index of which Kenmare is a constituent, is shown in the graph below.

#### Value at 31 December 2025 of $100 investment at 31 December 2015

2015 2016 2017 2018 2019 2020 20222021 2023

Kenmare Resources plcFTSE All-Share Industrial Metals and Mining Index

2024

2025

0

200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

$1,800

$2,000

$2,200

The statutory chart above includes a period prior to the capital raise in 2016. The share price declined significantly during this period due to

a number of factors, including challenging commodity markets. However, Kenmare’s share price performance since the 2016 capital raise has

improved (with the share price as at 31 December 2025 being £2.47, which was 6.5% above the 2016 capital raise price of £2.32).

142

Kenmare Resources plc

#### ANNUAL REPORT ON REMUNERATION CONTINUED

![]()

The remuneration paid to the Managing Director in the past 10 years is set out below:

Single figure of total remuneration

$’000

Bonus pay-out

(as % maximum opportunity)

Long-term incentive

vesting rates

(as % maximum opportunity)

2025 Tom Hickey 1,288 45% 100%

2024 Tom Hickey 1,253 64% 90%

2024 Michael Carvill 2,636 64% 90%

2023 Michael Carvill 1,550 38% 95%

2022 Michael Carvill 1,760 48% 95%

2021 Michael Carvill 1,135 60% N/A

2020 Michael Carvill 1,070 62% N/A

2019 Michael Carvill 1,444 47% 25%

2018 Michael Carvill 1,652 58% 83.3%

2017 Michael Carvill 1,528 59% –

2016 Michael Carvill 1,340 66%

1

N/A

1

Amount shown reflects the cash and deferred share award under the Kenmare Incentive Plan (KIP), part of which was conditional on long-term performance.

#### Percentage change in remuneration and Company performance

Annual change

2025

%

2024

%

2023

%

2022

%

Directors’ remuneration

Executive Directors

Tom Hickey, Managing Director/Financial Director 3% 87% 287% N/A

Michael Carvill, former Managing Director N/A 70% -9% 55%

Non-Executive Directors

1

Issa Al Balushi 6% 12% N/A N/A

Mette Dobel 6% 11% 25% N/A

Elaine Dorward-King  6% 5% 10% 11%

Clever Fonseca  6% 5% 10% 1%

Graham Martin  6% 5% 3% 13%

Katia Ray N/A N/A N/A N/A

Deirdre Somers 6% 5% 10% 9%

Andrew Webb 6% 5% 53% 2,483%

Group performance

Employee average remuneration on a full-time equivalent basis

Employees of Kenmare Resources plc 5% 6% 10% 8%

1

The underlying currency of the fees is Euros.

#### Relative importance of spend on pay

Annual change

2025

$’000

2024

$’000 Change

Overall spend on pay including Directors 72,826 69,364 5%

Profit distributed by way of dividends 24,171 48,118 (50%)

Group cash operating costs  242,700 243,600 0%

Average employee numbers throughout the Group decreased from 1,761 in 2024 to 1,741 in 2025.

Group cash operating costs have been included in the table in order to give a context to spend on pay relative to the overall cash operating costs.

143

Annual Report and Accounts 2025

GOVERNANCE

![]()

#### Statement of implementation of policy in 2026 (audited)

#### Base salary

Tom Hickey’s base salary for 2026 will not change and will, therefore, remain at €575,000.

Executive Director

2026

€’000

2025

€’000 % Change

Tom Hickey 575 575 0%

#### Annual bonus

Subject to approval of the new remuneration policy at the forthcoming AGM, the incentive opportunity for Tom Hickey under the annual bonus for

2026 will be as follows:

Managing Director

On-target

incentive

(% of salary)

Maximum

incentive

(% of salary)

Tom Hickey 62.5% 125%

The performance metrics for 2026 annual bonuses and their associated weightings are as follows:

Area Measure Weight

Operational Ilmenite, zircon, rutile and concentrates production volumes 10%

Financial EBITDA/Total cash operating costs/relative Total Shareholder Return (TSR) 30%

Shipments Total and co-products shipments 15%

ESG Safe and engaged workforce

A healthy, natural environment

Thriving communities

25%

Strategic and project execution 15%

Corporate  5%

The targets have not been disclosed due to commercial sensitivity but will be disclosed in the 2026 Annual report on remuneration. The

performance metrics as set out above seek to deliver ongoing progress in relation to operational performance, cost efficiency, ESG and strategic

corporate objectives. The performance targets associated with the quantitative measures are consistent with guidance issued in January 2026.

#### Statement of voting at the AGM

The table below shows the outcome of the advisory vote on the Directors’ Remuneration report at the 2025 AGM and the Directors’ remuneration

policy at the 2023 AGM.

Item Votes for %

Votes

against %

Votes

withheld

Advisory vote on 2024 Directors’ Remuneration report (2025 AGM) 61,698,779 98.62 866,057 1.38 9,468

Advisory vote on Directors’ remuneration policy (2023 AGM) 71,307,730 97.07 2,148,927 2.93 252,639

This report was approved by the Board of Directors and signed on its behalf by:

Katia Ray

Chair of the Remuneration Committee

9 April 2026

144

Kenmare Resources plc

#### ANNUAL REPORT ON REMUNERATION CONTINUED

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The policy complies with the Companies

Act 2014 and, on a voluntary basis, with

the regulations set out in the UK’s Large

and Medium-sized Companies and Groups

(Accounts and Report) Regulations 2008

(as amended in 2013, 2019, 2020 and 2025)

(together “the Regulations”). In accordance

with the Companies Act 2014, the vote on the

policy at the Company’s forthcoming AGM

will be advisory only, and not binding, but if

the policy is not approved by that advisory

vote, the current policy will continue to apply

and the Company will prepare a revised

remuneration policy and hold an advisory

vote in respect of that revised policy at the

following General Meeting. It is intended that

the new policy will apply for three years from

the date of the AGM.

#### Principles

Kenmare’s remuneration policy is designed to

support the strategy, long-term interests and

sustainability of the business by providing

levels of remuneration that attract, motivate

and retain Directors of the highest calibre

who can contribute their experience to the

Group’s operations. The Board seeks to

align the long-term interests of Executive

Directors with those of shareholders, within

the framework set out in the UK Corporate

Governance Code 2024 (the “Code”).

The Remuneration Committee seeks to

ensure:



that Executive Directors are rewarded in a

fair and balanced way for their individual

and team contribution to the Group’s

performance;



that Executive Directors receive a level

of remuneration that is appropriate to

their scale of responsibility and individual

performance;



that the overall approach to remuneration

has regard to the mining sector and the

global markets from which it draws its

Executive Directors;



that risk is properly considered in setting

remuneration policy and in determining

remuneration packages, with a focus

on simplicity, transparency and the

promotion of long-term alignment with

shareholders; and



no Director is involved in the

consideration of his or her own

remuneration.

#### Directors’ remuneration

#### policy: new proposal

The current Policy was approved by the

Company’s shareholders at the 2023 AGM

with 97.07% of votes in favour. This Policy

has served us well during this period of

transition, with the Directors’ Remuneration

Reports under this Policy being well received

by shareholders with 99.34% and 98.62% of

shareholder votes in favour at the 2024 and

2025 AGMs, respectively. Although the Policy

is due for renewal at the 2026 AGM, in the

view of the Committee, it remains largely

fit for purpose. Therefore, we are seeking

approval to retain the overall structure of the

Policy.

As part of the Committee’s review of the

Policy, the Committee considered market

data for the Managing Director against two

comparator groups: similarly sized Extractive

Resources companies and the FTSE Small

Cap. A summary of the base salary and total

remuneration positioning is set out on page

134 of the Chair’s letter.

As a result, the Committee is proposing to

make the following changes to the Policy:



Increase the maximum annual bonus

opportunity from 100% to 125% of salary

– this delivers a more market-competitive

bonus opportunity with an explicit

performance link based on targets set by

the Committee at the start of the year.

Any bonus outcome above 50% of salary

will continue to be deferred in shares for

three years. This means that the increase

in opportunity, if achieved, would be

wholly delivered in shares, strengthening

the alignment with shareholders.

Consistent with emerging UK market

practice, when the shareholding

requirement has been met, the Committee

may reduce (including to zero) the

deferral level.



Increase the maximum KRSP opportunity

from 100% to 125% of salary to further

strengthen alignment with shareholders

and support the Managing Director

in building towards his shareholding

requirement (250% of salary). As

discussed on page 135, for 2026, the KRSP

grant to the Managing Director will remain

100% of salary, notwithstanding the higher

proposed opportunity level.

At the beginning of 2026, the Chair of the

Remuneration Committee wrote to each of

our major shareholders and proxy voting

agencies setting out our proposals in detail

and received some very useful feedback in

meetings and in telephone calls, which is

summarised on page 135.

For a more detailed discussion of the

proposed new policy, please see page 134.

Remuneration policy for

#### 2026 onwards

The main components of the remuneration

policy and how they are linked to and

support the Group’s business strategy

are summarised in the table below. The

policy covers all remuneration payments

to Directors, and includes no provisions for

derogations. References in this Remuneration

Policy Report to the KRSP are to the current

Kenmare Resources plc Restricted Share

Plan or, in respect of awards granted after

1 January 2027, to the Kenmare Resources

plc Restricted Share Plan 2026 which will be

submitted to shareholders for approval at the

2026 AGM.

145

Annual Report and Accounts 2025

GOVERNANCE

#### REMUNERATION POLICY REPORT

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Element of

remuneration

How the element supports

our strategic objectives

Operation of the element

including any provision for

malus or clawback Maximum potential value

Performance metrics,

weighting, minimum payout

and time period (where

applicable)

Base salary Supports the recruitment

and retention of Executive

Directors recognising the

scope and responsibility

of the roles and the

individual’s skills and

experience

This is reviewed annually with

increases generally effective

from 1 January.

When determining levels,

consideration is given to:



Group performance;



the performance of the

Executive Director over the

previous 12 months;



the salary review budget for

all employees for the coming

year;



retention risk and the ability

to replace higher-value skills

if needed in the market;



benchmarking data of

other UK and Irish listed

companies of similar market

capitalisation and practice

in the global mining sector;



inflation; and



the rewards, incentives and

conditions available to the

Group’s workforce

Base salary reviews for

Executive Directors are

at the discretion of the

Remuneration Committee

but will generally be

increased by no more

than the cost of living

and with consideration to

general Group increases.

The exceptions may

include circumstances

where:



there is a significant

movement in the

benchmarking data for

that role; or



an individual is brought

in below market

level with a view to

increasing base pay

over time to reflect

proven competence in

role; or



there is a material

increase in scope or

responsibility of the

Executive Director’s

role.

None

Benefits Provides market

competitive benefits

to support Executive

Directors in carrying out

their duties



Benefits include holiday

and sick pay, family health

insurance, permanent health

insurance and, in the case

of the current Managing

Director, life assurance,

income protection and car

parking.



The Group also reimburses

the Executive Directors

in respect of all expenses

reasonably incurred by them

in the proper performance of

their duties.



The Company may introduce

new benefits that are,

or become, prevalent in

a jurisdiction in which it

operates and in which a

Director is located or are

considered necessary to

support Executive Directors

in the execution of their

duties.



These are set at a level

appropriate to the

individual’s role and

circumstances.



The maximum

opportunity will

depend on the type of

benefit and cost of its

provision, which will

vary according to the

market and individual

circumstances.

None

146

Kenmare Resources plc

#### REMUNERATION POLICY REPORT CONTINUED

![]()

Element of

remuneration

How the element supports

our strategic objectives

Operation of the element

including any provision for

malus or clawback Maximum potential value

Performance metrics,

weighting, minimum payout

and time period (where

applicable)

Pension To provide a market

competitive remuneration

package by facilitating

long-term saving for

retirement

Each Executive Director is

entitled to receive a payment

into the Company’s Group

personal pension plan or their

private pension arrangements,

or, alternatively, a salary

supplement in lieu of such a

contribution.

The maximum pension

contribution for Executive

Directors is in line with

the rate for staff based in

Ireland (currently 10% of

salary).

None

Annual bonus To ensure a market-

competitive package and

to incentivise Executive

Directors to achieve

the Group’s business

objectives

Based on the level of

performance over the financial

year, the annual bonus will be

paid in cash shortly after the

end of the relevant financial

year up to a cash payment

of 50% of base salary. Where

the annual bonus achieved

exceeds 50% of base salary,

Executive Directors will be

granted restricted shares

under the KRSP in respect of

the excess outcome above

this level which will vest

three years from grant. If the

shareholding requirement has

been met, the Remuneration

Committee may reduce

(including to zero) this

deferral level, with a higher

corresponding payment in

cash.

If the Remuneration

Committee, in exceptional

circumstances, believes

that payment in cash is not

appropriate, it will, instead,

be able to make an award

of shares under the KRSP

of equivalent value. Such

restricted shares would not be

subject to forfeiture but would

be subject to a minimum

retention period.

Clawback will apply to cash

annual bonus awards for

two years from the date of

payment.

Annual bonus awards made in

the form of restricted shares

will be subject to malus during

the vesting period. Clawback

will apply to these for two

years post-vesting.

The maximum annual

opportunity is 125% of

base salary. The payout

for threshold and target

performance will not

normally exceed 25%

and 50% of maximum

respectively.

Performance is measured

over the financial year.

Performance metrics and

targets are determined at

the start of each year by the

Remuneration Committee

and will consist of a balanced

scorecard of financial and

non-financial measures. The

Remuneration Committee

has the discretion to vary

the weighting of the metrics

or to substitute different

measures over the lifetime of

the policy to take account of

changes in business strategy

and/or external market

conditions, but financial

and quantifiable operational

metrics will comprise at

least 55% of the balanced

scorecard.

The targets and actual

levels of performance will

be disclosed retrospectively

within the implementation

section of the Company’s

Directors’ Remuneration

Report.

The Remuneration

Committee will have the

discretion to adjust the

results of the outcome of the

scorecard if it believes this

does not accurately reflect

the underlying performance

or align with the experience

of shareholders.

147

Annual Report and Accounts 2025

GOVERNANCE

![]()

Element of

remuneration

How the element supports

our strategic objectives

Operation of the element

including any provision for

malus or clawback Maximum potential value

Performance metrics,

weighting, minimum payout

and time period (where

applicable)

Share awards

under the

KRSP

To increase shareholder

alignment by providing

Executive Directors with

longer-term interests in

shares

Annual awards of shares will

be made under the KRSP.

The awards will normally vest

on the third anniversary of

grant, subject to continued

employment and the

Remuneration Committee’s

assessment against a

discretionary underpin. Vested

shares are then subject to

a further two-year holding

period. Participants may sell

sufficient shares at the point

of vesting to cover their tax

liabilities.

Awards will be subject to

malus during the vesting

period. Clawback will apply for

two years post-vesting.

Awards made under the KRSP

may carry an entitlement

to dividend equivalents in

respect of dividends paid

between grant and vesting.

The maximum award

level in respect of any

year is 125% of base

salary.

The Remuneration

Committee will use its

discretion to consider

the appropriate level of

award (including making

no award) if it believes this

is appropriate in light of

the Group’s performance

and that of the individual

Executive Director at the

time of making of the award.

Vesting of the award will be

subject to a performance

underpin based on a number

of corporate indicators.

The Committee will consider

whether performance

against such indicators has

been adequately adjusted

for under the annual bonus

outcome when considering

their use of discretion.

The underpin has no

predetermined targets

and will be assessed

retrospectively based on

performance over the

three-year vesting period.

The Committee will provide

a full disclosure of its

assessment within the

Directors’ remuneration

report.

Shareholding

requirement

To strengthen the

alignment between the

interests of Executive

Directors and those of

shareholders

Executive Directors’

shareholding is measured after

the five-year period from their

date of appointment.

Shareholding requirement

during employment of

250% of salary.

Post-cessation

shareholding

requirement of 100%

of the in-employment

shareholding requirement

(or actual shareholding

on departure if

lower) for two years

post-employment.

Unvested shares that

are not subject to

performance or underpin

conditions, and vested

but unexercised awards,

will count towards the

shareholding requirement

on a net-of-tax basis.

The post-cessation

shareholding requirement

applies to awards granted

after the 2020 AGM. This

will not apply to shares

purchased voluntarily

from an Executive

Director’s own funds.

N/A

148

Kenmare Resources plc

#### REMUNERATION POLICY REPORT CONTINUED

![]()

Element of

remuneration

How the element supports

our strategic objectives

Operation of the element

including any provision for

malus or clawback Maximum potential value

Performance metrics,

weighting, minimum payout

and time period (where

applicable)

Non-Executive

Director fees

To provide a level of fees

to support the recruitment

and retention of

Non-Executive Directors

with the necessary

experience and ability

to make a significant

contribution to the Group’s

activities

The Non-Executive

Directors are remunerated

entirely through fees.

A base fee is payable to each

Non-Executive Director with

additional fees payable for

additional responsibilities such

as Committee membership or

Chairing a Committee. They

are not eligible to receive

any performance-related

remuneration nor do they hold

share options.

The fees paid to the

Non-Executive Directors

are set at a level to

attract individuals with

the necessary experience

and ability to make a

significant contribution

to the Group’s activities,

while also reflecting the

time commitment and

responsibility of the role.

None

#### Notes to the future

#### policy table performance

#### measures and targets

The Remuneration Committee will select

performance conditions for the Annual

Bonus, which reflect the Group’s overall

strategy and are the key metrics used by the

Executive Directors to oversee the operation

of the business. They will be determined

annually. They typically include financial

and non-financial performance criteria. In

the past, they have, for example, related to

areas such as mineral production targets,

EBITDA, production costs, community safety,

environmental compliance and health and

safety (both workforce and community

related). The rationale for the performance

measures selected and their link to strategy

will be set out in the remuneration report

for the year under review. These targets

and metrics also form part of the Executive

Committee and staff bonus incentive

schemes. Each individual’s bonus target

is a combination of the overall Company

scorecard and tailored individual targets.

The proportion and nature of the individual

targets depend on the role. This assists in

monitoring and rewarding performance in

these areas.

The performance criteria for 2026 are

described on pages 144. The Remuneration

Committee is of the opinion that the forward-

looking performance targets for the Annual

Bonus are commercially sensitive in respect

of the Group and that it would be detrimental

to the interests of the Group to disclose

them before the start of the financial year.

The targets will, therefore, be disclosed after

the end of the relevant financial year in that

year’s Remuneration report.

The Committee believes that the KRSP will

continue to provide an opportunity for the

Executive Directors and other staff to build

meaningful shareholdings in the Company

and, therefore, further align the longer-term

experience of shareholders and management.

There are currently, approximately, 400

employees participating in the KRSP. The

performance underpin for Executive Directors

ensures that the Committee has the ability

to reduce vesting outcomes if Group or

individual performance does not warrant

full vesting of the award. The underpin will

not be assessed based on predetermined

targets; it will be a discretionary retrospective

assessment and the Committee will provide

a full disclosure of its assessment. The

Remuneration Committee intends to use a

broad range of corporate indicators, which

are intended to reflect overall performance of

the Group during the vesting period.

149

Annual Report and Accounts 2025

GOVERNANCE

![]()

#### Alignment of remuneration policy for Executive Directors and other Group employees

The Group aims to provide a remuneration package for employees that is market competitive and follows the same core structure as for the

Executive Directors, including the cascade of the KRSP where appropriate, participation in an annual bonus scheme and pension provision.

#### Approach to recruitment remuneration

Components Policy

General The Committee’s approach to recruitment remuneration is to pay competitively to attract the appropriate high-

calibre candidate to the role. In setting remuneration for new Executive Director appointments, the Committee seeks

to align remuneration with the Company’s existing policy and market practice, including base salary, benefits, pension,

annual bonus and KRSP awards. The maximum variable remuneration opportunity for new Executive Directors

typically includes an annual bonus capped at 125% of base salary and long-term incentive awards up to 175% of base

salary.

Sign on payments/

recruitment awards

Payments to an Executive Director may be made on a case-by-case basis and where considered by the

Remuneration Committee to be necessary.

Newly recruited Executive Directors may be granted an award of restricted shares of up to 175% of salary in

respect of the financial year in which they join the Board (i.e. 50%of salary more than the standard annual KRSP

award), subject to the Remuneration Committee discretion. Awards above 125% of salary under the KRSP may have

performance conditions attached.

Share buy outs/

replacement

awards

Awards may be granted to replace those forfeited by the Executive Director on taking up the appointment where

considered by the Remuneration Committee to be appropriate.

The Committee will seek to structure any replacement awards such that they are no more generous in terms of

quantum or vesting period than the awards due to be forfeited. In determining quantum and structure of these

commitments, the Committee will seek to replicate the value and, as far as practicable, the timing and performance

requirements of remuneration foregone.

Relocation policies In instances where the new Executive Director is required to relocate or spend significant time away from their

normal residence, the Company may provide compensation to reflect the cost of relocation for the Executive Director.

The level of the relocation package will be assessed on a case-by-case basis but will take into consideration any cost

of living differences/housing allowance/schooling.

#### Service contracts

The Company’s policy is that Executive Directors should have a notice period of no more than 12 months. The Company or the Managing Director

may terminate the Managing Director’s contract with six months’ notice.

As a listed company, all of the Executive Directors and Non-Executive Directors are subject to annual re-election at the AGM. The Managing

Director’s contract is subject to a retirement age of 65.

In the event of termination, the Remuneration Committee will agree an appropriate termination payment for the relevant individual reflecting the

circumstances, service and existing contractual terms and conditions.

The Company may pay an Executive Director’s basic salary in lieu of all or part of any notice period, which he/she or the Company is required to

give. In addition, the Remuneration Committee reserves the right to allow continued participation in the Company’s incentive arrangements during

the notice period.

150

Kenmare Resources plc

#### REMUNERATION POLICY REPORT CONTINUED

![]()

#### Policy on payment for loss of office

Components Policy

General When determining any loss-of-office payment for a departing individual, the Committee will protect the Company’s

interests and reflect the circumstances in place at the time, having taken into consideration the terms of the

individual’s service agreement.

Good leaver In general, good leaver treatment will apply in the case of death, retirement, ill-health, disability or for any other

reason determined by the Remuneration Committee.

Base salary,

benefits and

pension

In the event of termination, the Executive Director will be entitled to receive compensation equivalent to salary,

benefits and Company pension contribution they would have received if still in employment for the balance of

the applicable notice period. Where appropriate, the Company may continue to provide benefits for a period

post-termination. Alternatively, the Company may pay the Executive Director’s basic salary in lieu of all or part of any

notice period, which they, or the Company, is required to give. This payment shall not include any bonus, additional

benefits or holiday entitlement to which the Executive Director may have been entitled during the period for which

the payment in lieu is made.

Annual bonus Good leavers

The Bonus will be pro-rated for time and performance.

The Remuneration Committee will have the discretion to either:



assess performance and make a payment at the time of cessation of employment; or



assess performance and make a payment at the end of the relevant financial year in line with the operation of the

annual bonus for other participants.

Bad leavers

All annual bonus entitlements will lapse.

Deferred annual

bonus

Deferred annual bonuses will normally vest in full in line with the original vesting schedule other than in cases of

gross misconduct or negligence where deferred bonus awards will lapse.

Restricted Share

Plan

Good leavers – unvested awards

Unvested restricted share awards under the KRSP will usually vest at the original dates subject to the performance

underpin, but the number of shares will be reduced pro-rata to reflect the proportion of the vesting period elapsed

unless the Remuneration Committee determines otherwise. The post-vesting holding period will continue to apply. The

Remuneration Committee will have the discretion to allow share awards to vest immediately (e.g. in case of death).

Bad leavers – unvested awards

For a bad leaver, all unvested share awards will lapse.

Vested awards – the exercise period is reduced to six months following the cessation event.

Shareholding

requirement

All leavers are required to maintain a post-cessation shareholding equal to 100% of in-employment shareholding

requirement (or actual shareholding on departure, if lower) for two years post-employment.

This requirement applies to awards granted after the 2020 AGM.

Other In the event of a compromise or settlement agreement, the Committee may make payments it considers reasonable

in settlement of potential legal claims. The Committee may also include in such payments reasonable reimbursement

of professional fees in connection with such agreements.

The reimbursement of repatriation costs or fees for professional or outplacement advice may also be included in

the termination package, as deemed reasonable by the Committee, as may the continuation of benefits for a limited

period.

#### Policy on payment for change of control

Components Policy

General When determining any change of control payment, the Committee will protect the Company’s interests and reflect

the circumstances at the time.

Annual bonus The payment of the annual cash bonus following a change of control will be based on achievement against the

annual performance metrics as assessed by the Remuneration Committee up to the point of change of control.

The Remuneration Committee will have the discretion to pro-rate for the proportion of the year elapsed.

Deferred annual

bonus

All unvested deferred annual bonus awards will vest immediately unless the Remuneration Committee agrees they

should be rolled over into equivalent awards of the acquirer.

Restricted Share

Plan

All unvested restricted share awards under the KRSP will vest immediately subject to the Remuneration Committee’s

assessment of the performance underpin at that point, unless the Remuneration Committee agrees they should be rolled

over into equivalent awards of the acquirer. The number of shares vesting will usually be pro-rated to reflect the proportion

of the service period elapsed, but the Remuneration Committee will have the discretion not to apply this pro-rating.

151

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GOVERNANCE

![]()

#### Other RemunerationCommittee discretions

In addition to assessing and making

judgements on the meeting of performance

targets and the appropriate incentives

payable, the Remuneration Committee has

certain operational discretions available that

can be exercised in relation to Executive

Directors’ remuneration, including, but not

limited to:



amending awards calculated on the basis

of the relevant scorecard if the Committee

believes the formulaic outcome of the

scorecard does not reflect the true

underlying performance of the Group or

the experience of shareholders;



deciding whether some or all cash bonus

amounts should be settled in restricted

shares;



deciding whether to apply malus or

clawback to an award;



deciding to what extent if any the

performance underpin should apply to the

vesting of an applicable KRSP award;



determining whether a leaver is a “good

leaver” under the Company’s incentive

plans and the treatment of their

outstanding awards; and



amending performance conditions

following a major corporate event or in

circumstances in which the Committee

considers that the impact of external

influences is such that the original metrics

are no longer appropriate.

Where such discretion is exercised, it will

be explained in the subsequent Directors’

remuneration report.

#### Malus and clawback

The Company operates robust malus

and clawback provisions within the KRSP

to ensure that remuneration outcomes

appropriately reflect performance, risk

management, conduct, and the long term

interests of shareholders.

#### Malus (pre vesting adjustment)

Unvested Awards granted under the KRSP

(including those made in respect of the

deferred element of an annual bonus) may

be reduced or cancelled (including to nil)

at vesting or any time before that. Malus

may be applied on an individual basis at the

discretion of the Board.

Malus may be applied in the following

circumstances:



A material misstatement of the audited

financial statements of the Company or

any Group Member



Performance conditions or other

conditions were assessed using error, or

inaccurate or misleading information



The information used to determine the

quantum of an Award was incorrect,

inaccurate or misleading



The participant has committed fraud or

gross misconduct



A regulatory breach causing material

financial or reputational harm, where the

participant was wholly or partly responsible



Misbehaviour by the participant



Events or behaviour leading to:

−

regulatory censure;

−

significant reputational damage to the

Group; or

−

corporate failure

The Board will act fairly and reasonably

when determining the application of malus

and retains full discretion to determine the

appropriate approach.

#### Clawback (post vesting recovery)

The Company may apply clawback to recover

some or all of (a) the annual bonus and (b)

the value delivered under vested Awards

(including those made in respect of the

deferred element of an annual bonus) for a

period of two years following vesting. This

period is in line with typical market practice

and is consistent with the period in which

any of the triggers are most likely to be

identified, recognising that too short a period

may fail to capture some of these issues

whereas too long a period may be overly

punitive to participants and be impractical

to enforce due to changing circumstances.

Clawback may be applied through the return

of shares, repayment of proceeds, repayment

of cash, recovery of derived benefits (such as

special dividends or replacement shares) or

reduction of future incentive opportunities.

Clawback may be applied in the following

circumstances:



A material misstatement of the audited

financial statements of the Company or

any Group Member relating to periods

relevant to the performance assessment

of the Award



Performance assessments or award

determinations based on error, or

inaccurate or misleading information



Information used to determine award

quantum was incorrect, inaccurate or

misleading



Fraud or gross misconduct by the

participant



A regulatory breach causing material

financial or reputational harm, where

the participant was wholly or partly

responsible



Misbehaviour by the participant



Events or behaviour resulting in:

−

regulatory censure;

−

significant reputational damage to the

Group; or

−

corporate failure

The Board may also require participants to

seek the repayment of associated tax or

social security amounts from relevant tax

authorities and remit such amounts to the

Company.

Malus and clawback provisions apply to

all participants in the KRSP. The Board

has full discretion regarding the method,

timing, and extent of recovery, acting fairly

and reasonably. Adjustments or recoveries

may be made on an individual basis where

appropriate. Clawback applies to shares held

in any post-vesting holding period, in addition

to shares already delivered directly.

#### Consideration ofemployment conditions

#### elsewhere in the Group

The Committee does not directly consult

with employees when formulating Executive

Director pay policy, nor does it apply

strict numerical pay ratios. However, the

Committee does take into consideration

information on pay arrangements for the

wider employee population when determining

the pay of Executive Directors. This includes

consideration of the salary adjustments made

across the Group when determining salary

adjustments for the Executive Directors

each year.

#### Benchmarking

The Committee reviews the remuneration

of the Executive Directors in light of the

remuneration of the Executive Directors of

other appropriate quoted companies. The

Committee’s advisers prepare annual reports

benchmarking their remuneration (and that

of the Non-Executive Directors which are

shared with the Executive Directors and the

Chairman) against peer companies and this

assists the Committee in determining the

appropriateness of the remuneration payable

to the Executive Directors.

152

Kenmare Resources plc

#### REMUNERATION POLICY REPORT CONTINUED

![]()

#### Consideration ofshareholder views

The Remuneration Committee considers

shareholder feedback received in relation

to the AGM each year and guidance from

shareholder representative bodies more

generally. This feedback, together with

additional feedback received during meetings

from time to time, and the results of recent

votes on the Remuneration report, is then

considered as part of the Company’s review

of policy.

In December 2025, the Remuneration

Committee received a presentation from

PwC with an update on current remuneration

matters with particular focus on the various

issues likely to affect the design of our

proposals for a new three-year Directors’

remuneration policy, including changes to

shareholder and proxy agency guidelines.

In formulating the policy for 2026, as set

out in the Chair’s letter on page 135, the

Committee consulted with a number of the

Company’s significant shareholders and

proxy voting agencies regarding their views

on remuneration practice and policies. The

views expressed during these consultations

were taken into account. Feedback from our

major shareholders suggests that they are

supportive of the general structure of the

proposed policy. In order to avoid any conflict

of interest, no Executive Director is present

when their own remuneration is being

discussed with shareholders.

#### Illustrations of application

#### of remuneration policy

The total remuneration opportunity in

2026 for the Managing Director (currently

the sole Executive Director) is shown

below under four different performance

scenarios: (i) Minimum; (ii) On-target; (iii)

Maximum; and (iv) Maximum (with 50%

share price appreciation). The elements

of remuneration have been based on the

proposed remuneration policy for 2026 as

set on pages 145 to 153. These have been

categorised into three components: (i) Salary,

Benefits and Pension; (ii) Annual Bonus; and

(iii) Share awards under the KRSP, with the

assumptions set out below:

Element Minimum On-Target Maximum

Maximum (with

50% share price

appreciation)

Salary, benefits and pension Included Included Included Included

Annual bonus

(Maximum opportunity: 125% of salary)

No bonus is payable 50% of the maximum

opportunity

100% of the maximum

opportunity

100% of the maximum

opportunity

Share awards under the KRSP

(Maximum opportunity: 125% of salary)

No award will vest 100% of the maximum

opportunity

100% of the maximum

opportunity

100% of the maximum

opportunity

3,000

2,500

2,000

1,500

1,000

500

0

Salary, Benefits and Pension

Annual Bonus

KRSP Share price appreciation

Maximum +50% share

price appreciation

$2,753

26%

30%

29%

15%

Maximum

$2,347

31%

35%

34%

Target

$1,941

37%

21%

42%

Minimum

$722

100%

Remuneration ($’000s)

#### Non-Executive Directors’

#### remuneration

Non-Executive Directors’ contracts may

be terminated by either party giving to

the other one month’s prior written notice.

The Company has the right to pay a Non-

Executive Director any fees due in lieu of

any period of notice. The Non-Executive

Directors are remunerated entirely through

fees. They are not eligible to receive any

performance-related remuneration nor do

they hold share options. The fees paid to the

Non-Executive Directors are set at a level

to attract individuals with the necessary

experience and ability to make a significant

contribution to the Group’s activities, while

also reflecting the time commitment and

responsibility of the role. Additional per diem

rates may be paid to Non-Executive Directors

when the meeting load has significantly

exceeded what would be expected in the

normal course of business.

Non-Executive Directors are not entitled

to any compensation on the termination of

their appointment. All Directors are subject

to annual re-election. No compensation is

payable to Non-Executive Directors if they

are not re-elected.

153

Annual Report and Accounts 2025

GOVERNANCE

![]()

#### The Directors present their report below and the audited financial statements for the financial year ended

#### 31 December 2025.

#### Principal activities

The principal activity of Kenmare Resources

plc and its subsidiary undertakings is

the operation and further development

of the Moma Titanium Minerals Mine in

Mozambique.

#### Strategic report

The strategic report, including a financial and

risk review and a review of the likely future

developments of the Group, is set out on

pages 5 to 101.

Statement of results and

#### key performance indicators

The consolidated statement of

comprehensive income for the year ended

31 December 2025 is set out on page

168. The financial review on pages 34 to

37 contains a detailed business review,

including an analysis of the Key Performance

Indicators (KPIs) used to measure the

Group’s performance and is incorporated by

reference.

#### Dividends

In May 2025, the Company paid a final

2024 dividend of USc17 per ordinary share

(2023: USc38.54), totalling $15.2 million. In

October 2025, the Company paid a 2025

interim dividend of USc10.0 (H1 2024: USc15)

per ordinary share, totalling $8.9million. The

Board is not recommending a final 2025

dividend.

#### Directors and Company

#### Secretary

The names of the Directors and Company

Secretary who held office during 2025, save

for Graham Martin who retired in January

2026, and a biographical note on each,

appear on pages 106 to 108. In accordance

with the UK Corporate Governance Code,

all Directors submit to re-election at each

Annual General Meeting (AGM).

#### Directors’ and Company

#### Secretary’s shareholdings

#### and share awards

The interests of the Directors and Secretary

of the Company, their spouses, and minor

children in the ordinary share capital of the

Company, and details of the share awards

granted to them in accordance with the rules

of the Kenmare Resources plc Restricted

Share Plan (KRSP), are detailed in the annual

report on remuneration on page 141.

#### Share option and share

#### award schemes

At 31 December 2025, there were options in

respect of 2,991,266 Ordinary Shares in issue.

These are nil-cost options to subscribe for

Ordinary Shares and were granted pursuant

to the KRSP. There were no outstanding

interests under any previous share award

schemes.

#### Share capital

The Company’s authorised share capital

consists of 181,000,000 ordinary shares of

€0.001 each (Ordinary Shares). The Ordinary

Shares rank equally in all respects and carry

no special rights. They carry voting and

dividend rights. There are no restrictions

on the transfer of the Company’s shares or

voting rights and the Company has not been

notified of any agreements between holders

of securities in this regard.

At the AGM held on 15 May 2025:



the Company was granted an authority to

make market purchases, within a set price

range, of up to 10% of its own shares;



the Directors were given the authority

by shareholders to allot shares up to

an aggregate nominal amount equal to

€29,742; and



the Directors were empowered to allot

shares and other equity securities for

cash without first offering them to existing

shareholders in proportion to their

holdings, up to an aggregate nominal

value equal to the nominal value of 5% of

the issued share capital on that date.

None of the above authorities have been

exercised and they will expire at the

conclusion of this year’s AGM, at which

shareholders will be asked to grant new

authorities to the Company and the Directors.

The Company did not issue, hold, purchase,

sell or cancel any Ordinary Shares during

2025 and no member of the Group held any

Ordinary Shares during 2025.

154

Kenmare Resources plc

#### DIRECTORS’ REPORT

![]()

#### Substantial interests

As at 1 April 2026 and 31 December 2025, the Company had received notification of the interests outlined in the table below in its ordinary share

capital, equal to, or in excess of, 3%:

AS AT 1 APRIL 2026 AS AT 31 DECEMBER 2025

Holding/

voting rights

% of issued

share capital

Holding/

voting rights

% of issued

share capital

African Acquisition S.à.r.l. 15,257,583 17.1% 15,257,583 17.1%

M&G Plc 12,487,098 14.0% 12,487,098 14.0%

JO Hambro Capital Management Limited 8,027,440 9.0% 8,058,348 9.0%

Aegis Financial Corporation 7,168,025 8.0% 7,168,025 8.0%

Aberforth Partners LLP 5,375,204 6.0% 5,375,204 6.0%

FIL Limited 3,785,315 4.2% 3,785,315 4.2%

Pageant Investments 3,566,000 4.0% 3,566,000 4.0%

#### Principal risks anduncertainties

Under Section 327 of the Companies Act

2014, the Directors are required to give

a description of the principal risks and

uncertainties facing the Group. These

principal risks and uncertainties are set out

on pages 93 to 100.

#### Risk exposure

The exposure of the Group to credit, liquidity,

market, currency and cash flow risk is

detailed in Note 24. Capital management is

detailed in Note 25.

#### Viability statement

In line with Provision 31 of the UK Corporate

Governance Code, the Directors have

prepared a viability statement in respect of

the financial year ended 31 December 2025,

which is set out on page 101.

#### Going concern

The Directors have evaluated the

appropriateness of the going concern basis

in preparing the 2025 consolidated financial

statements for a period of at least 12 months

from the date of approval of these financial

statements (the “period of assessment”). The

evaluation is detailed in Note 1 to the financial

statements set out on pages 172 and 173.

#### Statutory compliance

#### statement

The Directors acknowledge that they are

responsible for securing the Company’s

compliance with the Company’s “relevant

obligations” within the meaning of

Section 225 of the Companies Act 2014

(described below as “Relevant Obligations”).

The Directors confirm that they have:

a.  drawn up a compliance policy statement

setting out the Company’s policies

(that are, in the opinion of the Directors,

appropriate to the Company) in respect

of the Company’s compliance with its

Relevant Obligations;

b.  put in place appropriate arrangements

or structures that, in the opinion of the

Directors, provide a reasonable assurance

of compliance in all material respects with

the Company’s Relevant Obligations; and

c.  during the financial year to which this

report relates, conducted a review of

the arrangements or structures that the

Directors have put in place to ensure

material compliance with the Company’s

Relevant Obligations.

#### Takeover directive

In the event of a change in control of the

Company, the Project Companies or any

other subsidiary that is a borrower under

the Revolving Credit Facility, such facility is

automatically cancelled and all outstanding

amounts, together with accrued interest,

become immediately due and payable upon

completion of the relevant transaction.

Under both KMML’s Mineral Licensing

Contract with the Mozambican government

and KMPL’s Implementation Agreement with

the Government of Mozambique, the prior

written approval of the Government (not to

be unreasonably withheld) is required for

any transfer of a majority or other controlling

interest in KMML or KMPL.

The KRSP contains change-of-control

provisions that provide for the accelerated

crystallisation of awards and vesting of shares

(including by way of exercise of nil-paid

options) in the event of a change of control of

the Company, in such proportions as may be

decided by the Board, at its discretion.

Save for this, there are no agreements

between the Company and its Directors

or employees providing for predetermined

compensation for loss of office or

employment that would occur in the event

of a bid for the Company, save that certain

employees, not being Directors, have service

contracts that either provide for extended

notice periods and/or fixed payments on

termination following a change in control of

the Company.

#### Corporate Governance

#### Statement

For the purpose of Section 1373 of the

Companies Act 2014, the Directors have

prepared a Corporate Governance Statement

in respect of the financial year ended

31 December 2025, which is set out on pages

110 to 120.

155

Annual Report and Accounts 2025

GOVERNANCE

![]()

#### Non-financial reporting statement

In compliance with the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups)

Regulations 2017, the table below sets out the relevant sections in this Annual Report to understand the Group’s approach to these non-financial

matters.

Reporting requirements Page reference Kenmare’s policies Risk assessment

Environmental matters Pages 54 to 68



Environmental Environmental risk is included in the risk entitled “Health, Safety

and Environment described in the “Principal risks and uncertainties”

section on page 98.

Social and employee

matters

Page 72

Page 75

Pages 77 and 78

Page 69

Pages 44 to 45



Health and

safety



Whistleblowing

procedure



Conflicts of

interest



Employment



Stakeholder

engagement

Health and safety risk is included in the risk entitled “Health, Safety

and Environment” described in the “Principal risks and uncertainties”

section on page 98. Community engagement and investment is

relevant to the risk entitled “Social licence to operate”, described in

the “Principal risks and uncertainties” section on page 94. Otherwise,

although the risks associated with social and employee matters are

actively monitored, the Group does not believe these risks meet the

threshold of a principal risk for the business.

Human rights Page 75

Page 75



Human rights



Freedom of

association

Although the risks associated with human rights abuses are actively

monitored, the Group does not believe these risks meet the threshold

of a principal risk for the business.

Anti-bribery and

corruption

Page 78

Page 77



Anti-bribery



Business ethics

Although the risks associated with bribery and corruption are actively

monitored, the Group does not believe these risks meet the threshold

of a principal risk for the business.

Description of business

model

Pages 12 to 13

Non-financial key

performance indicators

Included in KPIs on pages 24 and 25

and the Sustainability report on pages

38 to 78

#### Diversity and inclusion

The Diversity and Inclusivity report is

within the Nomination Committee report on

page 122.

#### Sustainability reporting

The information in relation to intangible

resources, which is required by section 1589

of the Companies Act 2014 to be disclosed

herein, is set out on page 43.

An index showing the location of the

information required to be disclosed herein

by section 1596 (1) to (11) of the Companies

Act 2014 is set out on pages 83 to 84.

#### Taxonomy Regulation

For the purposes of the EU Taxonomy

Climate Delegated Act, the Directors have

prepared a taxonomy disclosure in respect of

the financial year ended 31 December 2025,

which is set out on page 63.

#### Other

#### Audit & Risk Committee

An Audit & Risk Committee (ARC) is in place.

See pages 127 to 131 for the ARC report for

the financial year under review.

#### Rules regarding Directors, etc.

Details of the rules relating to the

appointment or removal of Directors,

amendment of the Articles of Association

and the powers of Directors are set out in the

Corporate Governance report.

#### Subsidiary undertakings andbranches

The subsidiary undertakings of the Company

at 31 December 2025 are outlined in Note 4

to the Company financial statements. Each

of the subsidiary undertakings, KMML, KMPL

and Mozambique Minerals Limited, operates

a branch in Mozambique. In addition, the

Company established and maintains a branch

in the UK, registered at Companies House.

#### Political donations

There were no political donations made

during 2025 that require disclosure under the

Electoral Act 1997 (as amended).

156

Kenmare Resources plc

#### DIRECTORS’ REPORT CONTINUED

![]()

#### UK Listing Rule 6.6.1

No information is required to be disclosed in

respect of Listing Rule 6.6.1.

Auditor

KPMG Ireland, a global chartered accounting

firm, was first appointed statutory auditor

on 14 May 2019 and has been reappointed

annually since that date and pursuant

to Section 383(2), of the Companies Act

2014 will continue in office. The financial

statements on page 168 to 209 have been

audited by KPMG Ireland.

Disclosure of information to

the statutory auditor

In accordance with the provisions of Section

330 of the Companies Act 2014, each of the

persons who are Directors of the Company

at the date of approval of this report

confirms that:



so far as each Director is aware, there is

no relevant audit information (as defined

in the Companies Act 2014) of which the

statutory auditor is unaware; and



each Director has taken all the steps that

they ought to have taken as a Director to

make themself aware of any relevant audit

information (as defined) and to ensure

that the statutory auditors are aware of

such information.

#### Accounting records

The Directors have employed appropriately

qualified accounting personnel and have

maintained appropriate accounting systems

to ensure that proper accounting records are

kept in accordance with Sections 281 to 285

of the Companies Act 2014. The books of

account are kept at the Company’s office at

4th Floor, Styne House, Hatch Street Upper,

Dublin 2, Ireland.

#### Events since the financial

#### year end

Details of events since the financial year-end

are set out in Note 29 to the consolidated

financial statements.

#### Notice of Annual General

#### Meeting and special

#### business

Notice of the Annual General Meeting,

together with details of special business to

be considered at the meeting, is set out in a

separate circular to be sent to shareholders

and will also be available on the Group’s

website www.kenmareresources.com

#### Cross-references

All information cross-referenced in this report

forms part of the Directors’ report.

On behalf of the Board:

A. Webb

Director

9 April 2026

T. Hickey

Director

9 April 2026

157

Annual Report and Accounts 2025

GOVERNANCE

![]()

As a dredge operator at Wet Concentrator

Plant A, I have experienced and adapted

to the transition brought by upgrade to the

plant and the introduction of the two new

high-capacity dredges. This change required

me to adjust to new ways of working, higher

production expectations, and more advanced

equipment. The increased production

capacity of the new dredges will not only

improve our business performance but has

also given me greater professional confidence,

knowing that we are working with cutting

edge technology.

ONIFÁCIO ORLANDO ZACARIAS

DREDGE OPERATOR AT WET CONCENTRATOR PLANT A

158

Kenmare Resources plc

![]()

# FINANCIAL

# STATEMENTS

#### Contents

#### FINANCIAL TRANSITION

In H2 2025, Kenmare transitioned to a value over volume

approach. This involves focusing on maximising shipments,

while minimising operating costs.

 Statement of Directors’ responsibilities

160

 Independent auditor’s report

161

 Consolidated statement of comprehensive income

168

 Consolidated statement of financial position

169

 Consolidated statement of changes in equity

170

 Consolidated statement of cash flows

171

 Notes to the consolidated financial statements

172

 Consolidated statement of financial position

202

 Parent company statement of changes in equity

203

 Notes to the company financial statements

204

Throughout this period of transition,

Kenmare remains focused on its purpose of

Transforming resources into

opportunity for all.

159

Annual Report and Accounts 2025

FINAN CIALS

![]()

The directors are responsible for preparing

the annual report and the financial

statements in accordance with applicable law

and regulations.

Company law requires the directors to

prepare Group and Company financial

statements for each financial year. Under that

law, the directors are required to prepare the

Group financial statements in accordance

with IFRS as adopted by the European Union

and applicable law including Article 4 of the

IAS Regulation. The directors have elected to

prepare the Company financial statements in

accordance with FRS 101 Reduced Disclosure

Framework as applied in accordance with the

provisions of Companies Act 2014.

Under company law the directors must not

approve the Group and Company financial

statements unless they are satisfied that

they give a true and fair view of the assets,

liabilities and financial position of the Group

and Company and of the Group’s profit or loss

for that year.

In preparing the Group and Company

financial statements, the directors are

required to:



select suitable accounting policies and

then apply them consistently;



make judgements and estimates that are

reasonable and prudent;



state whether applicable Accounting

Standards have been followed, subject

to any material departures disclosed and

explained in the financial statements;



assess the Group and Company’s ability

to continue as a going concern, disclosing,

as applicable, matters related to going

concern; and



use the going concern basis of accounting

unless they either intend to liquidate the

Group or Company or to cease operations,

or have no realistic alternative but to do so.

The directors are also required by the

Transparency (Directive 2004/109/EC)

Regulations 2007 and the Transparency

Rules of the Central Bank of Ireland to

include a management report containing a

fair review of the business and a description

of the principal risks and uncertainties facing

the Group.

The directors are responsible for keeping

adequate accounting records which disclose

with reasonable accuracy at any time the

assets, liabilities, financial position and

profit or loss of the Company and which

enable them to ensure that the financial

statements are prepared in accordance

with the applicable accounting framework

and comply with the provisions of the

Companies Act 2014. The directors are

also responsible for taking all reasonable

steps to ensure such records are kept

by its subsidiaries which enable them to

ensure that the financial statements of the

Group comply with the provisions of the

Companies Act 2014 including Article 4 of

the IAS Regulation. They are responsible

for such internal controls as they determine

is necessary to enable the preparation

of financial statements that are free from

material misstatement, whether due to fraud

or error, and have general responsibility

for safeguarding the assets of the Group,

and hence for taking reasonable steps for

the prevention and detection of fraud and

other irregularities. The directors are also

responsible for preparing a directors’ report

that complies with the requirements of the

Companies Act 2014.

The directors are responsible for the

maintenance and integrity of the corporate

and financial information included on

the Group’s and Company’s website

https://www.kenmareresources.com/en.

Legislation in the Republic of Ireland

concerning the preparation and

dissemination of financial statements may

differ from legislation in other jurisdictions.

Responsibility statement as required

by the transparency directive and UK

corporate governance code:

Each of the Directors, whose names and

functions are listed on pages 106 to 107 of

this annual report, confirm that, to the best of

each person’s knowledge and belief:



The Group financial statements,

prepared in accordance with IFRS as

adopted by the European Union and the

Company financial statements prepared

in accordance with FRS 101 Reduced

Disclosure Framework, give a true and fair

view of the assets, liabilities, and financial

position of the Group and Company at

31 December 2025 and of the profit or loss

of the Group for the year then ended;



The Directors’ report contained in the

annual report includes a fair review of

the development and performance of the

business and the position of the Group

and Company, together with a description

of the principal risk and uncertainties that

they face;



The Sustainability Statement contained

in the Directors’ report is prepared in

accordance with ESRS and Article 8(4)

of Regulation (EU) 2020/852 and our

responsibilities for the sustainability

statement are discussed in full in our

statement of directors’ responsibilities for

the sustainability statement in the annual

report; and



The annual report and financial statements,

taken as a whole, provides the information

necessary to assess the Group’s

performance, business model and strategy

and is fair, balanced and understandable

and provides the information necessary

for shareholders to assess the Company’s

position and performance, business model

and strategy.

On behalf of the Board:

A. Webb

Director

9 April 2026

T. Hickey

Director

9 April 2026

160

Kenmare Resources plc

#### STATEMENT OF DIRECTORS’ RESPONSIBILITIES

#### IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS

![]()

#### Report on the audit of thefinancial statements

#### Opinion

We have audited the financial statements

of Kenmare Resources PLC (the Company)

and its consolidated undertakings

(the Group) for the year ended

31 December 2025 set out on pages 168 to

209, contained within the reporting package

635400ETHWP1EKJMDO16-2025-12-31-1-

en.xbri, which comprise the Consolidated

Statement of Comprehensive Income,

Consolidated Statement of Financial Position,

Consolidated Statement of Changes in Equity,

Consolidated Statement of Cash Flows,

Parent Company Statement of Financial

Position, Parent Company Statement

of Changes in Equity and related notes,

including the material accounting policies set

out in note 1.

The financial reporting framework that has

been applied in the preparation of the Group

financial statements is Irish Law, including

the Commission Delegated Regulation

2019/815 regarding the single electronic

reporting format (ESEF) and International

Financial Reporting Standards (IFRS) as

adopted by the European Union and, as

regards the Company financial statements,

Irish Law and FRS 101 Reduced Disclosure

Framework issued in the United Kingdom by

the Financial Reporting Council.

In our opinion:



the financial statements give a true

and fair view of the assets, liabilities

and financial position of the Group and

Company as at 31 December 2025 and of

the Group’s loss for the year then ended;



the Group financial statements have been

properly prepared in accordance with

IFRS as adopted by the European Union;



the Company financial statements have

been properly prepared in accordance

with FRS 101 Reduced Disclosure

Framework issued by the UK’s Financial

Reporting Council; and



the Group and Company financial

statements have been properly prepared

in accordance with the requirements of

the Companies Act 2014 and, as regards

the Group financial statements, Article 4

of the IAS Regulation.

#### Basis for opinion

We conducted our audit in accordance

with International Standards on Auditing

(Ireland) (ISAs (Ireland)) and applicable law.

Our responsibilities under those standards

are further described in the Auditor’s

Responsibilities section of our report. We

believe that the audit evidence we have

obtained is a sufficient and appropriate

basis for our opinion. Our audit opinion

is consistent with our report to the audit

committee.

We were appointed as auditor by the

directors on 17 July 2019. The period of

total uninterrupted engagement is the

7 years ended 31 December 2025. We have

fulfilled our ethical responsibilities under,

and we remained independent of the Group

in accordance with, ethical requirements

applicable in Ireland, including the Ethical

Standard issued by the Irish Auditing and

Accounting Supervisory Authority (IAASA)

as applied to public interest entities. No

non-audit services prohibited by that

standard were provided.

Material uncertainty related to

#### going concern

We draw attention to note 1 in the financial

statements, which indicates that certain

circumstances, including the renewal of the

Implementation Agreement and adjustments

to the Revolving Credit Facility, may cast

significant doubt on the Group and Company’s

ability to continue as a going concern. As

stated in note 1, these events or conditions,

along with the other matters explained in note

1, indicate that a material uncertainty exists

that may cast significant doubt on the Group

and the Company’s ability to continue as a

going concern. Our opinion is not modified in

respect of this matter.

Our procedures over going concern included:



We assessed the Group’s compliance with

its amended debt covenants for 2025



We obtained, reviewed and challenged

management’s assessment of going

concern and underlying budgets

and forecasts and ensured these are

consistent with other business planning

forecasts e.g. the impairment model.



We made enquiries of management to

identify any material uncertainties related

to events and conditions that may cast

significant doubt on the entity’s ability to

continue as a going concern.



We considered the adoption of the

going concern basis of accounting, the

disclosures in the basis of preparation

note and the reasonableness of the

process followed in developing the

Viability Statement.



We assessed the reasonableness of

management’s budgets and forecasts in

the context of the performance against

budget in previous years; the amount

of committed but undrawn borrowing

facilities in place; management’s

assessment of the Group’s compliance

with debt covenants and management’s

future plans and strategy for the Group.



We assessed the going concern

disclosures in the consolidated financial

statements, including the Viability

Statement.

In auditing the financial statements, we have

concluded that the director’s use of the

going concern basis of accounting in the

preparation of the financial statements is

appropriate.

Our responsibilities and the responsibilities of

the directors with respect to going concern

are described in the relevant sections of this

report.

In relation to the Group and the Company’s

reporting on how they have applied the

UK Corporate Governance Code, we have

nothing material to add or draw attention to

in relation to:



the directors’ statement in the financial

statements about whether the directors

considered it appropriate to adopt the

going concern basis of accounting; and



the directors’ identification in the financial

statements of a material uncertainty over

the Group’s ability to continue to use that

basis for at least a year from the date of

approval of the financial statements (“the

going concern period”).

#### Detecting irregularities includingfraud

We identified the areas of laws and regulations

that could reasonably be expected to have

a material effect on the financial statements

and risks of material misstatement due to

fraud, using our understanding of the entity’s

industry, regulatory environment and other

external factors and inquiry with the directors.

In addition, our risk assessment procedures

included:



Inquiring with the directors and

management as to the Group and

Company’s policies and procedures

regarding compliance with laws and

regulations, identifying, evaluating and

accounting for litigation and claims, as

well as whether they have knowledge of

non-compliance or instances of litigation

or claims.

161

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FINAN CIALS

#### INDEPENDENT AUDITOR’S REPORT

#### TO THE MEMBERS OF KENMARE RESOURCES PLC

![]()



Inquiring of directors, the audit and risk

committee, internal audit, management

and inspection of policy documentation as

to the Group and Company’s policies and

procedures to prevent and detect fraud,

including the internal audit function, and

the Group and Company’s channel for

“whistleblowing”, as well as whether they

have knowledge of any actual, suspected

or alleged fraud.



Inquiring of directors regarding their

assessment of the risk that the financial

statements may be materially misstated

due to irregularities, including fraud.



Inspecting the Group and Company’s

regulatory and legal correspondence.



Reading Board and audit and risk

committee meeting minutes.



Considering remuneration incentive

schemes and performance targets for

management and directors.



Performing planning analytical procedures

to identify any unusual or unexpected

relationships.

We discussed identified laws and regulations,

fraud risk factors and the need to remain

alert among the audit team. This included

communication from the Group auditor to

component auditors of relevant laws and

regulations and any fraud risks identified

at the Group and request for component

auditors to report to the Group audit team

any instances of fraud that could give rise to

a material misstatement at the Group.

Firstly, the Group and Company are subject

to laws and regulations that directly affect

the financial statements including companies

and financial reporting legislation, taxation

legislation, distributable profits legislation.

We assessed the extent of compliance with

these laws and regulations as part of our

procedures on the related financial statement

items, including assessing the financial

statement disclosures and agreeing them to

supporting documentation when necessary.

Secondly, the Group and Company are

subject to many other laws and regulations

where the consequences of non-compliance

could have a material effect on amounts or

disclosures in the financial statements, for

instance through the imposition of fines or

litigation or the loss of the Group’s licence

to operate. We identified the following areas

as those most likely to have such an effect:

health and safety, anti-bribery, employment

law, environmental law, regulatory capital

and liquidity and certain aspects of company

legislation recognising the financial and

regulated nature of the Group’s activities and

its legal form.

Auditing standards limit the required audit

procedures to identify non-compliance with

these non-direct laws and regulations to

inquiry of the directors and management

and inspection of regulatory and legal

correspondence, if any. These limited

procedures did not identify actual or

suspected non-compliance.

We assessed events or conditions that could

indicate an incentive or pressure to commit

fraud or provide an opportunity to commit

fraud. As required by auditing standards, we

performed procedures to address the risk of

management override of controls and the risk

of fraudulent revenue recognition.

In response to the fraud risks, we also

performed procedures including:



Identifying journal entries and other

adjustments to test for all full scope

components based on risk criteria and

comparing the identified entries to

supporting documentation.



Assessing significant accounting

estimates for bias



Assessing the disclosures in the financial

statements

As the Group is regulated, our assessment

of risks involved obtaining an understanding

of the legal and regulatory framework

that the Group operates and gaining an

understanding of the control environment

including the entity’s procedures for

complying with regulatory requirements.

Owing to the inherent limitations of an

audit, there is an unavoidable risk that

we may not have detected some material

misstatements in the financial statements,

even though we have properly planned and

performed our audit in accordance with

auditing standards. For example, the further

removed non-compliance with laws and

regulations (irregularities) is from the events

and transactions reflected in the financial

statements, the less likely the inherently

limited procedures required by auditing

standards would identify it.

In addition, as with any audit, there remains a

higher risk of non-detection of irregularities,

as these may involve collusion, forgery,

intentional omissions, misrepresentations, or

the override of internal controls. We are not

responsible for preventing non-compliance

and cannot be expected to detect non-

compliance with all laws and regulations.

#### Key audit matters: our assessment

#### of risks of material misstatement

Key audit matters are those matters that, in

our professional judgement, were of most

significance in the audit of the financial

statements and include the most significant

assessed risks of material misstatement

(whether or not due to fraud) identified by us,

including those which had the greatest effect

on: the overall audit strategy; the allocation

of resources in the audit; and directing the

efforts of the engagement team. These

matters were addressed in the context of our

audit of the financial statements as a whole,

and in forming our opinion thereon, and we

do not provide a separate opinion on these

matters.

In arriving at our audit opinion above, the key

audit matters, in decreasing order of audit

significance, were as follows:

162

Kenmare Resources plc

#### INDEPENDENT AUDITOR’S REPORT

#### TO THE MEMBERS OF KENMARE RESOURCES PLC CONTINUED

![]()

#### Group key audit matters

#### Going concern

Refer to page 172 (accounting policy) and pages 173 (financial disclosures)

The key audit matter  How the matter was addressed in our audit

We draw your attention to the Material

Uncertainty Related to Going Concern section

above which details that there are facts and

circumstances which indicate that a material

uncertainty exists that may cast significant

doubt on the Group and the Company’s ability

to continue as a going concern.



Refer to Material Uncertainty Related to Going Concern section above.

#### Impairment of property, plant and equipment (PPE) $875.8m (2024: $1,017.9m)

Refer to page 176 (accounting policy) and pages 187 to 188 (financial disclosures)

The key audit matter  How the matter was addressed in our audit

The Directors have developed an impairment

assessment model which they use to

determine if the net present value of future

cash flows from the CGU (Moma Titanium

Minerals Mine) will be sufficient to recover

the carrying value of the PPE assets of

the Group.

There is a risk that incorrect inputs or

inappropriate assumptions could be included

in the impairment model leading to an

impairment charge not being correctly

identified and recognised. The level of

judgement involved in the impairment model

could give rise to a material misstatement

given the significance of the caption to the

balance sheet.

For the reasons outlined above the

engagement team determine this matter to

be a key audit matter.

Our audit procedures included



We obtained and inspected the Group’s assessment of impairment of PPE assets and

considered whether further indicators should have been assessed based on our knowledge

of the business, its operating environment, industry knowledge, current market conditions

and other information obtained during the audit.



We made inquiries of members of the Local and Group finance teams to understand the

performance of the Group and management’s assessment of impairment in the period.



We challenged the Group’s key assumptions and valuation techniques in determining

whether impairment charges are required and evaluating if these were indicators of

possible management bias.



We assessed the accuracy of the Group’s calculations of the carrying value of those assets

subject to impairment testing and considered whether the assets tested are complete.



We compared certain inputs, such as the weighted average cost of capital, to external

industry specific and general economic data sources.



We agreed cashflow forecasts used in the impairment model to Board approved budgets

and challenged the reasonableness of these budgets.



We evaluated the appropriateness and likelihood of the Group’s sensitivities on the cashflow

forecasts and the impact on the overall impairment test outcome and assessed whether

additional sensitivity analysis would have been appropriate.



We performed testing on the design and implementation of the control in place over the

impairment of property, plant and equipment.



We used KPMG’s Asset Impairment Tool to recalculate impairment of the CGU using

stressed variables, and to evaluate management’s sensitivity analysis.



We assessed the Group’s calculations to determine whether impairment losses were required.



We engaged our own KPMG valuation specialist to challenge certain assumptions used

within the discount rate, such as the risk free rate, beta and market equity risk premium.



We challenged the Group’s financial advisor on the assumptions and data inputs used in

the discount rate and assessed their capability, competence and objectivity as financial

advisers to the Group.



We evaluated the completeness, accuracy and relevance of disclosures required by IAS 36

Impairment of assets, including disclosures about sensitivities and sources of estimation

uncertainty as presented in the Group’s financial statements.



We applied significant auditor judgement to our assessment of the assumptions selected

by the Group in respect of future cashflow forecasts.

Based on evidence obtained, we found that management’s key assumptions and key inputs

used in the impairment assessment, such as the discount rate, product sales prices and

operating and capital costs were reasonable. We found the disclosures to be adequate in

providing an understanding of the basis of the impairment.

163

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FINAN CIALS

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#### Revenue $328.5m (2024: $414.7m)

Refer to page 175 (accounting policy) and pages 181 to 182 (financial disclosures)

The key audit matter  How the matter was addressed in our audit

The Group sells products under a variety of contractual

terms. Revenue is recognised when the control is

transferred to customers which is generally when

mineral products have been delivered in line with the

terms of the individual customer contracts.

There is a risk of fraud at year end that revenue

has not been reported in the consolidated financial

statements in line with IFRS 15 Revenue from Contracts

with Customers, and differing contractual terms. There

is a risk that it has been misstated intentionally to meet

performance targets through the recording of a sale in

the incorrect period, specifically at year end.

For the reasons outlined above the engagement team

determine this matter to be a key audit matter.

Our audit procedures included



We assessed the appropriateness of the allocation of contract revenue to

multiple element deliverables.



We performed testing on the design and implementation of the control in

place over the recognition of revenue and any journals posted to revenue with

characteristics that make them susceptible to fraud.



We assessed on a sample basis whether sales transactions either side of the

balance sheet date as well as credit notes issued after year end were recognised

in the correct period. We assessed if revenue has been recorded correctly

through the review of shipment terms, shipment dates bills of lading and letters

of credit.



We examined any new significant contractual arrangements entered into and

inquired whether terms have changed with any significant customer, where

there could be an impact on the timing of revenue recognition.



We applied significant auditor judgement in determining the nature, timing and

extent of our audit procedures over Revenue, including the decision to apply

sampling techniques.



We evaluated the adequacy of the Group’s disclosures in respect of revenue.

Based on evidence obtained, we found that we did not identify any material

misstatements. We found the disclosures in respect of revenue to be appropriate.

#### Company key audit matter

#### Investment in Subsidiaries $806.4m (2024: $805.2m)

Refer to page 204 (accounting policy) and pages 207 (financial disclosures)

The key audit matter  How the matter was addressed in our audit

The investments held by Kenmare Resource plc

company only are held at cost less impairment.

There is a risk in respect of the carrying value of these

investments if future cash flows and performance

of these subsidiaries is not sufficient to support the

Company’s investment.

For the reasons outlined above the engagement team

determine this matter to be a key audit matter.

Our audit procedures included



We obtained an understanding of the process for impairment considerations and

tested the design and implementation of the relevant control therein.



We obtained and inspected the Group’s assessment of impairment indicators.



We compared the carrying value of investments to the net assets of the

subsidiary to consider impairment indicators.



We considered the audit work performed in respect of the subsidiaries, including

the judgements and assumptions used in the impairment model used to support

the carrying value of the investment in subsidiaries which also supports the

carrying value of the Group’s property, plant and equipment.



We evaluated the adequacy of the Company’s disclosures in respect of

investments in subsidiaries in accordance with the relevant accounting

standards.



We applied significant auditor judgement to our assessment of the assumptions

selected by the Group in respect of future cashflow forecasts.

Based on evidence obtained, we found that management’s assessment of the

carrying value of the investment in subsidiary undertakings to be appropriate.

164

Kenmare Resources plc

#### INDEPENDENT AUDITOR’S REPORT

#### TO THE MEMBERS OF KENMARE RESOURCES PLC CONTINUED

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#### Our application of materialityand an overview of thescope of our audit

Materiality for the Group financial statements

and Company financial statements as a whole

was set at $5.93m (2024: $8.97m) and $3.75m

(2024: $4.50m) respectively, determined with

reference to benchmarks of total assets (of

which it represents 0.6% (2024: 0.75%) and

0.6% (2024: 0.75%) respectively.

We consider total assets to be the most

appropriate benchmark as it best reflects

the operations of the Group and Company. In

applying our judgement in determining the

most appropriate benchmark, the factors that

had the most significant impact were:



the stability of the Group, resulting from

its nature, where the Group is in its current

mine plan and the industry in which the

Group operates; and



our understanding that one of the

principal considerations for investors in

assessing the financial performance is the

Group and Company’s total assets.

We applied Group and Company materiality

to assist us determine the overall audit

strategy.

In applying our judgement in determining the

percentage to be applied to the benchmark,

the following qualitative factors, had the

most significant impact, decreasing our

assessment of materiality:



the impairment recorded during 2025;



the amount of external debt on the Group

and Company’s balance sheet; and



the fact that the entity operates in

locations which are subject to political

instability.

Performance materiality for the Group

financial statements and Company financial

statements as a whole was set at $4.4m

(2024: $6.7m) and $2.8m (2024:$3.3m)

respectively, determined with reference

to benchmarks of total assets (of which it

represents 0.45% (2024: 0.56%) and 0.45%

(2024: 0.56%) respectively.

In applying our judgement in determining

performance materiality, the following factors

were considered to have the most significant

impact, decreasing our assessment of

performance materiality:



the impairment recorded during 2025;



the low number and value of

misstatements detected; and



the low number and severity of

deficiencies in control activities identified

in the prior year financial statement audit.

We applied Group and Company performance

materiality to assist us determine what risks

were significant risks for the Group and

Company.

We apply the concept of materiality

in planning and performing the audit,

in evaluating the effect of identified

misstatements on the audit and in forming

our audit opinion.

We reported to the Audit Committee

any corrected or uncorrected identified

misstatements exceeding $0.3m (2024:

$0.4m), in addition to other identified

misstatements that warranted reporting on

qualitative grounds.

In planning the audit we used materiality to

assist in making the determination to perform

full scope audits. The Group’s principal

activity, its mining operation in Mozambique,

is carried out through two components

(‘mine components’). These components

were subject to full scope audits for Group

audit purposes, using materiality levels of

$3.25m each (2024: $4.0m). We applied

materiality to assist us determine what risks

were significant risks and the Group audit

team instructed component auditors as

to the significant areas to be covered by

them, including the relevant risks, and the

information to be reported.

Taken together, the Company and the mine

components accounted for 100% of Group

revenue (2024: 100%) and 99% of Group net

assets (2024: 99%).

We involved component auditors in

risk assessment and planning through

component auditor participation in risk

assessment and planning discussions and

ongoing written and verbal communications.

We provided detailed group audit

instructions. We reviewed the reporting

received from component audit teams and

performed audit file reviews allowing us to

assess the work completing and conclude on

its sufficiency.

Our audit was undertaken to the materiality

and performance materiality level specified

above and was all performed by engagement

teams in Dublin and Mozambique.

#### Other information

The directors are responsible for the

preparation of the other information

presented in the Annual Report

together with the financial statements.

The other information comprises the

information included in the directors’

report and the non-financial statement

included on the company’s website at

https://www.kenmareresources.com/en and

Directors’ Report, the Business Overview,

Strategic Report and Governance sections of

the Annual Report, as well as the Directors’

Responsibility Statement, Shareholder profile,

Glossary – alternative performance measures,

Glossary – terms, and General information.

The financial statements and our auditor’s

report thereon do not comprise part of

the other information. Our opinion on the

financial statements does not cover the

other information and, accordingly, we do

not express an audit opinion or, except

as explicitly stated below, any form of

assurance conclusion thereon as part of

our engagement to audit the consolidated

financial statements. We have performed an

assurance engagement on the Sustainability

Statement that forms part of the other

information and provided a separate

assurance practitioner’s conclusion thereon

that is included within the other information.

Our responsibility is to read the other

information and, in doing so, consider

whether, based on our financial statements

audit work, the information therein is

materially misstated or inconsistent with the

financial statements or our audit knowledge.

Based solely on that work, except for the

possible effects of the matter described in

the basis for qualified conclusion – scope

limitation paragraph in the Limited Assurance

Report on the Sustainability Statement, we

have not identified material misstatements in

the other information.

165

Annual Report and Accounts 2025

FINAN CIALS

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Based solely on our work on the other

information undertaken during the course

of the audit we report that, in those parts

of the directors’ report specified for our

consideration, which does not include the

information required by the European Union

(Disclosure of Non-Financial and Diversity

Information by certain large undertakings and

groups) Regulations 2017:



except for the possible effects of the

matter described in the basis for qualified

conclusion – scope limitation paragraph

in the Limited Assurance Report on the

Sustainability Statement, we have not

identified material misstatements in the

directors’ report;



except for the possible effects of the

matter described in the basis for qualified

conclusion – scope limitation paragraph

in the Limited Assurance Report on the

Sustainability Statement, in our opinion,

the information given in the directors’

report is consistent with the financial

statements; and



in our opinion, those parts of the directors’

report specified for our review, which does

not include sustainability reporting when

required by Part 28 of the Companies Act

2014, have been prepared in accordance

with the Companies Act 2014.

#### Corporate governance statement

We have reviewed the directors’ statement

in relation to going concern, longer-

term viability, that part of the Corporate

Governance Statement relating to the

Company’s compliance with the provisions of

the UK Corporate Governance Code specified

for our review by the Listing Rules of

Euronext Dublin and the UK Listing Authority.

Based on the work undertaken as part of

our audit, we have concluded that each of

the following elements of the Corporate

Governance Statement is materially

consistent with the financial statements and

our knowledge obtained during the audit:



Directors’ statement with regards the

appropriateness of adopting the going

concern basis of accounting and any

material uncertainties identified set out on

page 155;



Directors’ explanation as to their

assessment of the Group’s prospects,

the period this assessment covers and

why the period is appropriate set out on

page 155;



Director’s statement on whether it has a

reasonable expectation that the Group

will be able to continue in operation and

meets its liabilities set out on page 155;



Directors’ statement on fair, balanced

and understandable and the information

necessary for shareholders to assess

the Group’s position and performance,

business model and strategy set out on

page 129;



Board’s confirmation that it has carried

out a robust assessment of the emerging

and principal risks and the disclosures

in the annual report that describe the

principal risks and the procedures in place

to identify emerging risks and explain how

they are being managed or mitigated set

out on page 129;



Section of the annual report that

describes the review of effectiveness of

risk management and internal control

systems set out on page 129; and;



Section describing the work of the audit

committee set out on page 127-131.

In addition as required by the Companies

Act 2014, we report, in relation to information

given in the Corporate Governance

Statement on pages 110 to 120, that:



based on the work undertaken for our

audit, in our opinion, the description of

the main features of internal control and

risk management systems in relation

to the financial reporting process and

information relating to voting rights and

other matters required by the European

Communities (Takeover Bids (Directive

2004/EC) Regulations 2006 and specified

for our consideration, is consistent with

the financial statements and has been

prepared in accordance with the Act;



based on our knowledge and

understanding of the Company and its

environment obtained in the course of our

audit, we have not identified any material

misstatements in that information; and



the Corporate Governance Statement

contains the information required by

the European Union (Disclosure of

Non-Financial and Diversity Information

by certain large undertakings and groups)

Regulations 2017.

We also report that, based on work

undertaken for our audit, the information

required by the Act is contained in the

Corporate Governance Statement.

#### Our opinions on other mattersprescribed by the Companies Act

#### 2014 are unmodified

We have obtained all the information and

explanations which we consider necessary for

the purposes of our audit.

In our opinion the accounting records of

the Company were sufficient to permit

the financial statements to be readily and

properly audited and the financial statements

are in agreement with the accounting records.

We have nothing to report on other

matters on which we are required to

report by exception.

The Companies Act 2014 requires us to

report to you if, in our opinion:



the disclosures of directors’ remuneration

and transactions required by Sections 305

to 312 of the Act are not made;



the Company has not provided the

information required by Section 1110N in

relation to its remuneration report for the

financial year 31 December 2024;



the Company has not provided the

information required by section 5(2) to

(7) of the European Union (Disclosure of

Non-Financial and Diversity Information

by certain large undertakings and groups)

Regulations 2017 for the year ended

31 December 2024 as required by the

European Union (Disclosure of Non-

Financial and Diversity Information by

certain large undertakings and groups)

(amendment) Regulations 2018.

We have nothing to report in this regard.

166

Kenmare Resources plc

#### INDEPENDENT AUDITOR’S REPORT

#### TO THE MEMBERS OF KENMARE RESOURCES PLC CONTINUED

![]()

#### Respective responsibilitiesand restrictions on use

#### Responsibilities of directors for thefinancial statements

As explained more fully in the directors’

responsibilities statement set out on

page 160, the directors are responsible for:

the preparation of the financial statements

including being satisfied that they give a

true and fair view; such internal control as

they determine is necessary to enable the

preparation of financial statements that are

free from material misstatement, whether

due to fraud or error; assessing the Group

and Company’s ability to continue as a going

concern, disclosing, as applicable, matters

related to going concern; and using the going

concern basis of accounting unless they

either intend to liquidate the Group or the

Company or to cease operations, or have no

realistic alternative but to do so.

Auditor’s responsibilities for the

#### audit of the financial statements

Our objectives are to obtain reasonable

assurance about whether the financial

statements as a whole are free from material

misstatement, whether due to fraud or error,

and to issue an auditor’s report that includes

our opinion. Reasonable assurance is a high

level of assurance, but is not a guarantee

that an audit conducted in accordance with

ISAs (Ireland) will always detect a material

misstatement when it exists. Misstatements

can arise from fraud or error and are

considered material if, individually or in

the aggregate, they could reasonably be

expected to influence the economic decisions

of users taken on the basis of these financial

statements.

A fuller description of our responsibilities is

provided on IAASA’s website at

https://iaasa.ie/publications/description-of-

the-auditors-responsibilities-for-the-audit-of-

the-financial-statements/.

The purpose of our audit work and

#### to whom we owe our responsibilities

Our report is made solely to the Company’s

members, as a body, in accordance with

Section 391 of the Companies Act 2014. Our

audit work has been undertaken so that we

might state to the Company’s members those

matters we are required to state to them in

an auditor’s report and for no other purpose.

To the fullest extent permitted by law, we

do not accept or assume responsibility to

anyone other than the Company and the

Company’s members, as a body, for our audit

work, for this report, or for the opinions we

have formed.

BRIAN KANE  9 April 2026

for and on behalf of

KPMG

Chartered Accountants, Statutory Audit Firm

1 Stokes Place

St. Stephen’s Green

Dublin 2

D02 DE03

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FINAN CIALS

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|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2025 | 2024 |
|  | Notes | $’000 | $’000 |
| Revenue | 2 | 328,573 | 414, 747 |
| Cost of sales | 4 | (310,209) | (319,371) |
| Gross profit |  | 18,364 | 9 5,376 |
| Administration expenses | 4 | (17 ,413) | (6, 160) |
| Impairment loss | 11 | (301,341) | – |
| Operating (loss)/profit |  | (300,390) | 89 ,216 |
| Finance income | 8 | 1,976 | 3 ,6 38 |
| Finance costs | 8 | (17 , 182) | (10, 784) |
| (Loss)/profit before tax |  | (315,596) | 8 2 ,07 0 |
| Income tax expense | 9 | (9,452) | (17 , 179) |
| (Loss)/profit for the financial year and total comprehensive income for the financial year |  | (325,048) | 64 ,891 |
| Attributable to equity holders |  | (325,048) | 64 ,891 |
|  |  | $ per share | $ per share |
| Basic (loss)/earnings per share | 10 | (3.64) | 0.73 |
| Diluted (loss)/earnings per share | 10 | (3. 64) | 0.7 1 |

The accompanying notes form part of these financial statements.

168

Kenmare Resources plc

#### CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

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|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2025 | 2024 |
|  | Notes | $’000 | $’000 |
| Assets |  |  |  |
| Non-current assets |  |  |  |
| Property, plant and equipment | 11 | 875,868 | 1, 017 ,9 73 |
| Right-of-use assets | 12 | 821 | 1, 095 |
|  |  | 876 ,68 9 | 1,019 ,068 |
| Current assets |  |  |  |
| Inventories | 13 | 112,492 | 112,796 |
| Trade and other receivables | 14 | 70, 55 3 | 119, 494 |
| Current tax assets | 23 | – | 1,278 |
| Cash and cash equivalents | 15 | 4 8,6 24 | 5 6 ,6 8 3 |
|  |  | 231,669 | 290 ,251 |
| Total assets |  | 1, 108,358 | 1,309,319 |
| Equity |  |  |  |
| Capital and reserves attributable to the  Company’s equity holders |  |  |  |
| Called-up share capital | 16 | 97 | 97 |
| Share premium | 17 | 545, 950 | 545,950 |
| Other reserves | 18 | 231,375 | 2 2 9, 27 4 |
| Retained earnings | 19 | 37,351 | 3 85 ,763 |
| Total equity |  | 814, 773 | 1, 161,084 |
| Liabilities |  |  |  |
| Non-current liabilities |  |  |  |
| Bank loans | 20 | 198 ,866 | 7 7,9 9 1 |
| Lease liabilities | 12 | 664 | 97 1 |
| Provisions | 21 | 22,566 | 2 0,00 7 |
|  |  | 222,096 | 98,969 |
| Current liabilities |  |  |  |
| Bank loans | 20 | 5 ,7 92 | – |
| Lease liabilities | 12 | 307 | 28 5 |
| Trade and other payables | 22 | 62,992 | 47, 7 55 |
| Current tax liabilities | 23 | 986 | – |
| Provisions | 21 | 1 ,41 2 | 1,226 |
|  |  | 71,489 | 49 ,266 |
| Total liabilities |  | 293,585 | 14 8,2 35 |
| Total equity and liabilities |  | 1, 108,358 | 1,309,319 |

The accompanying notes form part of these financial statements.

On behalf of the Board:

T. Hickey  A. Webb

Director Director

9 April 2026  9 April 2026

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#### CONSOLIDATED STATEMENT OF FINANCIAL POSITION

#### AS AT 31 DECEMBER 2025

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|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  | Called-up | Share | Other | Retained |  |
|  | share capital | premium | reserves\* | earnings | Total |
|  | $’000 | $’000 | $’000 | $’000 | $’000 |
| Balance at 1 January 2024 | 97 | 545,950 | 2 29,7 40 | 367 ,504 | 1,143,2 91 |
| Total comprehensive income for the year |  |  |  |  |  |
| Profit for the financial year | – | – | – | 64 ,891 | 64 ,891 |
| Total comprehensive income for the year | – | – | – | 6 4,891 | 64,891 |
| Transactions with owners of the Company – |  |  |  |  |  |
| Contributions and distributions |  |  |  |  |  |
| Recognition of share-based payment expense (Note 6) | – | – | 3,584 | – | 3,58 4 |
| Exercise of share-based payment awards (Note 6) | – | – | (3,244) | 1, 486 | (1,758) |
| Shares acquired by The Kenmare Resources plc Employee |  |  |  |  |  |
| Benefit Trust (Note 18) | – | – | (3, 169) | – | (3, 169) |
| Shares distributed by The Kenmare Resources plc Employee |  |  |  |  |  |
| Benefit Trust (Note 18) | – | – | 2 ,363 | – | 2 ,363 |
| Dividends paid (Note 19) | – | – | – | (48, 118) | (48, 118) |
| Total contributions and distributions | – | – | (466) | (46,632) | (47 ,098) |
| Balance at 1 January 2025 | 97 | 545, 950 | 229,274 | 385, 763 | 1, 161,084 |
| Total comprehensive income for the year |  |  |  |  |  |
| Loss for the financial year | – | – | – | (325,048) | (325,048) |
| Total comprehensive income for the year | – | – | – | (325,048) | (325, 048) |
| Transactions with owners of the Company – |  |  |  |  |  |
| Contributions and distributions |  |  |  |  |  |
| Recognition of share-based payment expense (Note 6) | – | – | 3,0 63 | – | 3 ,06 3 |
| Exercise of share-based payment awards (Note 6) | – | – | (1,673) | 807 | (866) |
| Shares acquired by The Kenmare Resources plc Employee |  |  |  |  |  |
| Benefit Trust (Note 18) | – | – | (540) | – | (540) |
| Shares distributed by The Kenmare Resources plc Employee |  |  |  |  |  |
| Benefit Trust (Note 18) | – | – | 1 ,251 | – | 1, 251 |
| Dividends paid (Note 19) | – | – | – | (24,171) | (24, 171) |
| Total contributions and distributions | – | – | 2,101 | (23,364) | (21,263) |
| Balance at 31 December 2025 | 97 | 545, 950 | 231,375 | 37 ,351 | 814,773 |

\* Details of other reserves is provided in Note 18.

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Kenmare Resources plc

#### CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

![]()

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2025 | 2024 |
|  | Notes | $’000 | $’000 |
| Cash flows from operating activities |  |  |  |
| Loss/profit for the financial year after tax |  | (325,048) | 64 ,891 |
| Adjustment for: |  |  |  |
| Expected credit losses | 24 | 3,839 | 177 |
| Share-based payments | 6 | 3,06 3 | 3,5 84 |
| Finance income | 8 | (1, 976) | (3, 638) |
| Finance costs | 8 | 17 , 182 | 1 0,7 84 |
| Income tax expense | 9 | 9 ,452 | 17 , 179 |
| Impairment loss | 11 | 301,341 | – |
| Depreciation | 11, 12 | 5 7,1 4 2 | 67 ,969 |
|  |  | 64,995 | 160, 946 |
| Change in: |  |  |  |
| Provisions |  | 3,239 | 1,496 |
| Inventories |  | 304 | (13,539) |
| Trade and other receivables |  | 45, 105 | 3 3,97 8 |
| Trade and other payables |  | 2,97 8 | 7,9 76 |
| Exercise of share-based payment awards |  | 384 | 606 |
| Cash generated from operating activities |  | 117 ,005 | 191,463 |
| Income tax paid |  | (7 , 185) | (25,378) |
| Interest received |  | 1,976 | 3 ,6 38 |
| Interest paid | 12, 20 | (6 ,826) | (5,216) |
| Factoring and other trade facility fees | 8 | (1,996) | (2,592) |
| Debt commitment fees paid and other fees | 8 | (1,012) | (2 , 08 5) |
| Net cash from operating activities |  | 101,962 | 159,830 |
| Investing activities |  |  |  |
| Additions to property, plant and equipment | 11 | (205,025) | (152,591) |
| Net cash used in investing activities |  | (205, 025) | (152 ,591) |
| Financing activities |  |  |  |
| Dividends paid | 19 | (24, 171) | (48, 118) |
| Market purchase of equity under Kenmare Restricted Share Plan | 18 | (540) | (3, 169) |
| Drawdown of debt | 20 | 120, 000 | 131, 370 |
| Repayment of debt | 20 | – | (98,512) |
| Transaction costs of debt | 20 | – | (2,911) |
| Payment of lease liabilities | 12 | (285) | (264) |
| Net cash used in financing activities |  | 95,004 | (21,604) |
| Net decrease in cash and cash equivalents |  | (8,059) | (14,365) |
| Cash and cash equivalents at the beginning of the financial year |  | 56,683 | 71,048 |
| Cash and cash equivalents at the end of the financial year | 15 | 4 8,6 24 | 5 6 ,6 8 3 |

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#### CONSOLIDATED STATEMENT OF CASH FLOWS

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

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172

Kenmare Resources plc

#### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

1. Statement of accounting policies

Kenmare Resources plc (the Company) is domiciled in the Republic of Ireland. The Company’s registered address is Styne House, Hatch Street

Upper, Dublin 2. The Company has an Equity Shares (Commercial Companies) listing on the Main Market of the London Stock Exchange and

a secondary listing on Euronext Dublin. These consolidated financial statements comprise the Company and its subsidiaries (the Group). The

principal activity of the Group is the operation and further development of the Moma Titanium Minerals Mine in Mozambique.

The material accounting policies adopted by the Group are set out below.

Adoption of new and revised standards

Standards adopted in the current financial year

The following new and revised standards, all of which are effective for accounting periods beginning on or after 1 January 2025, have been

adopted in the current financial year.

 

IAS 21 The Effects of Changes in Foreign Exchange Rates – effective 1 January 2025

None of the new and revised standards and interpretations listed above have a material effect on the Group’s financial statements.

Standards to be adopted in future accounting periods

At the date of authorisation of these financial statements, the following standards and interpretations, which have not been applied in these

financial statements were in issue but not yet effective. The Group will apply the relevant standards from their effective dates. The standards are

mandatory for future accounting periods but are not yet effective and have not been early-adopted by the Group.

 

Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures – effective 1 January 2026

 

Annual Improvements to IFRS Accounting Standards – effective 1 January 2026

Amendments to:

 −

IFRS 1 First-time Adoption of International Financial Reporting Standards;

 −

IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7;

 −

IFRS 9 Financial Instruments;

 −

IFRS 10 Consolidated Financial Statements; and

 −

IAS 7 Statement of Cash flows.

 

IFRS 18 Presentation and Disclosure in Financial Statements – effective 1 January 2027

 

IFRS 19 Subsidiaries without Public Accountability: Disclosures – effective 1 January 2027

 

Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 Consolidated Financial

Statements and IAS 28 Investments in Associates and Joint Ventures) – effective date to be confirmed.

The Directors do not expect that the adoption of the Standards and Interpretations listed above will have a material impact on the financial

statements of the Group in future periods with the exception of IFRS 18, which will have a presentational impact.

Basis of preparation

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) issued by the

International Accounting Standards Board (IASB) and interpretations issued by the IFRS Interpretations Committee (IFRIC) as adopted by the EU

and those parts of the Companies Act 2014 applicable to companies reporting under IFRS and Article 4 of the IAS Regulation.

Going concern

The Group forecast has been prepared by management with best estimates of production, pricing and cost assumptions over the period.

Key assumptions upon which the Group forecast is based include a mine plan covering production using the Namalope, Nataka, Pilivili and

Mualadi Ore Reserves and Mineral Resources. Specific Mineral Resource material is included only where there is a high degree of confidence

in its economic extraction. Production levels for the purpose of the forecast are, approximately, 1.0 million tonnes of ilmenite plus co-products,

zircon, concentrates and rutile, and by-product ZrTi over the next 12 months. Assumptions for product sales prices are based on contract prices

as stipulated in marketing agreements with customers or, where contract prices are based on market prices or production is not presently

contracted, prices are forecast taking into account independent expertise on mineral sands products and management expectations. Operating

costs are based on approved budget costs for 2026, taking into account the current running costs of the Mine and escalated by 2% per annum

thereafter. Capital costs are based on the capital plans and include escalation at 2% per annum. The 2026 operating costs and forecast capital

costs take into account the current inflationary environment. The 2% inflation rate used from 2027 to escalate these costs over the life of mine is

an estimated long-term inflation rate.

Implementation Agreement

The Implementation Agreement (IA) grants certain rights and concessions to Kenmare Moma Processing (Mauritius) Limited (KMPL) in

connection with its processing and export activities. Certain of those rights and concessions expired in December 2024. Since the expiry date,

KMPL has been able to continue operating substantially on the basis of those legacy rights and concessions while negotiating their renewal with

the Government of Mozambique (the Government).

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However, in July 2025, the Government unilaterally adopted an Internal Resolution granting KMPL a 20-year extension of its terms of

authorisation but on different terms to those it is entitled to under the IA. The Mozambique Tax Authority began to implement some but not all of

the Internal Resolution terms in early 2026. If applied in full, the Internal Resolution terms could be materially detrimental to Kenmare’s economic

interests or liquidity through the imposition of additional royalties, indirect taxes (VAT, Customs Duties) and direct taxes (Corporation Tax,

Withholding Tax), among others.

Kenmare is in active negotiations with the Government to conclude the IA renewal process on mutually agreed terms; the outcome and timing of

renewal of the rights and concessions remain uncertain.

Revolving Credit Facility (RCF)

The Group has been in discussions with its Lender syndicate (Absa Bank, Nedbank, Rand Merchant Bank and Standard Bank) regarding

amendments to its RCF, including adjustments to its financial covenant levels, in light of the prevailing weak market conditions and outlook. There

is a risk that these amendments are not agreed on a timely basis, or at all. Failure to secure the terms may lead to a breach of financial covenants

in the future; any such breach would constitute an Event of Default.

The Group’s financial forecasts and projections for the next twelve months indicate that the Group would be able to meet its obligations as they

fall due on the assumption that suitable amendments or waivers are secured under the Senior Facility Agreement (SFA) and, in relation to the IA,

that the relevant rights and concessions are renewed on agreed terms, or that KMPL is able to continue to operate substantially on the basis of

the legacy terms. This assessment is sensitive to typical downside risks such as further deterioration in product prices, potential disruption to the

Group’s production or shipping activity due to operational, geopolitical or other factors impacting Kenmare or its customers, and the crystallisation

of other risks such as those described in the Principal Risks and Uncertainties in the Annual Report, particularly if such downside risks were to

materialise in combination.

The Directors recognise that the combination of the circumstances described above represents a material uncertainty that may cast significant

doubt as to the Group’s ability to continue as a going concern and that it may be unable to realise its assets and discharge its liabilities in the

normal course of business. The Directors have a reasonable expectation that, subject to resolution of the uncertainties set out above, the Group

will be able to continue in operation. Accordingly, the financial statements have been prepared on a going concern basis.

Basis of accounting

The financial statements are presented in US Dollars rounded to the nearest thousand. They have been prepared under the historical cost

convention except for certain trade receivables and share-based payments, which are recorded at fair value.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company, its subsidiaries and its subsidiaries’ branches.

Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from

its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries

are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the

elements of control listed above.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are

eliminated on consolidation.

When the Company loses control of a subsidiary, the gain or loss on disposal recognised in profit or loss is calculated as the difference between:

(i) the aggregate of the fair value of the consideration received and the fair value of any retained interest; and (ii) the previous carrying amount

of the assets, less liabilities of the subsidiary. All amounts previously recognised in other comprehensive income in relation to that subsidiary

are accounted for as if the Group had directly disposed of the related assets and liabilities of the subsidiary (i.e. reclassified to profit or loss or

transferred to another category of equity as required by applicable IFRS). The fair value of any investment retained in the former subsidiary at the

date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 Financial Instruments or, when

applicable, the costs on initial recognition of an investment in an associate or a joint venture.

Determination of ore reserve estimates

The Group estimates its Ore Reserves and Mineral Resources based on information compiled by a Competent Person as defined in accordance

with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves 2012 Edition (the JORC Code). Ore Reserves

and Mineral Resources determined in this way are used in the calculation of depreciation, amortisation and impairment charges, the assessment

of life of mine and for forecasting the timing of the payment of close-down costs, restoration costs and clean-up costs. In assessing the life of a

mine for accounting purposes, Mineral Resources are taken into account only where there is a high degree of confidence of economic extraction.

There are numerous uncertainties inherent in estimating Ore Reserves and Mineral Resources and assumptions that are valid at the time of

estimation may change significantly when new information becomes available. Changes in the forecast prices of final products, production costs

or recovery rates may change the economic status of Ore Reserves and Mineral Resources and may, ultimately, result in the Ore Reserves being

revised.

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174

Kenmare Resources plc

1. Statement of accounting policies CONTINUED

Accounting for climate change

The Board and management have set a medium-term decarbonisation target of a 30% reduction by 2030, versus a 2021 baseline. Kenmare has an

ambition to achieve Net Zero for its operational (Scope 1 and 2) emissions by 2040, also from a 2021 baseline.

The Rotary Uninterruptible Power Supply (RUPS) and operational efficiency measures exceeded the 12% emissions reduction target by year-end

2024. Since the first iteration of this Climate Transition Plan in 2024, investigations into various decarbonisation levers have been conducted,

and will continue to be conducted. These investigations have demonstrated the challenge of finding projects that are viable from an economic,

technical and market perspective. Kenmare envisages that achieving its medium-term target of a 30% reduction by 2030 is currently unlikely to

be feasible for this reason, but the Company nevertheless remains committed to pursuing this ambition.

To decarbonise operations, Kenmare is focusing on:

 

Increasing energy efficiency across all operations

 

Transitioning from fossil fuel to clean-electric powered mining methods

 

Electrifying fossil fuel-powered equipment

 

Integrating alternative low carbon fuels

 

Increasing availability of renewable energy sources

Management have considered the impact of Kenmare’s Climate Transition Plan (2025 to 2030) on amounts reported within the financial

statements. Considerations in respect of climate-related matters have been made on a number of key estimates and judgements, including:

 

The estimate of future cash flows used in determining the recoverable amount of the Moma Titanium Minerals Mine cash-generating unit;

 

The mine closure provision and mine rehabilitation provision; and

 

The useful lives of property, plant and equipment.

Estimated future cash flow forecasts

Following the upgrade of Wet Concentrator Plant (WCP) A in 2026, Kenmare will substantially reduce its use of diesel-intensive dry mining using

Heavy Mobile Equipment (HME). This is expected to provide an emissions reduction of 5,000 tonnes of CO

2

e per annum. This will be offset by the

impact of increased dry mining to feed the Selective Mining Operations (SMOs). The SMOs will be used to mine smaller areas of mineralisation

within the orebody that are inaccessible to the larger WCPs. The total capital costs required for the move of WCP A to Nataka is estimated at

$341 million (including the two new dredges costing $65 million) and these costs, along with the associated operating costs at Nataka, have been

included in the cash flow forecast.

Kenmare continues to investigate process-based energy efficiency and is actively looking into opportunities for electrification of equipment that

currently depends on diesel, including dryers and HME.

Kenmare has planned to partially replace diesel-generated heat in the MSP with electrically generated heat. In 2025, a feasibility study was

conducted for the partial electrification of dryers that proved uneconomic; however, the project remains under active consideration.

In 2025, a Drimax Moisture Management project was started. Drimax is a chemical additive that aids dewatering in mineral processing, lowering

the moisture content of the minerals being processed. This results in lower levels of diesel-powered heat required to dry the product and

increasing product throughput in the drying and separation process. In 2025, a pilot was conducted on the HiAl (high aluminium) processing

circuit in the MSP with encouraging results. Further investigations will be carried out in 2026. Capital costs of $0.38 million are included in the

cashflow forecast for this project for the period 2027 to 2030. This is estimated to deliver 4,000 tonnes of CO

2

e reductions.

For HME, preliminary analysis suggests that electric front-end loaders (FELs) and haul trucks would be cost competitive with their diesel

counterparts over the total life of ownership. One electric haul truck is being procured for piloting in 2026. The current Climate Transition Plan

envisages 50% of light duty vehicles (LDVs), 60% of haul trucks and 50% of FELs being electrified by 2030. These percentages assume the

phased decommissioning and replacement of diesel equipment is by electric equipment. Capital costs of $10 million are included in the cashflow

forecast for these projects for the period 2027 to 2030.

In 2024, Kenmare began a pilot to test the integration of biodiesel into its operations, testing the impacts in HME, LDVs and the MSP. While

biodiesel represents a readily available technology to support decarbonisation operations internationally, the Government of Mozambique (the

Government) introduced a regulation in 2023 prioritising the domestic sourcing of biofuels. To date, no domestic projects have been developed.

Kenmare is investigating a project to develop biodiesel in Mozambique in partnership with a major oil and gas company and feasibility studies

started in late 2024. Domestically produced biodiesel represents a potentially exciting opportunity to decarbonise operations and align with the

Government’s goals of integrating biofuels into fossil fuel consumption and creating socio-economic opportunities through investment in the

agricultural sector. However, due to the level of risk and uncertainty, Kenmare is not including the potential costs or gains from this option in its

plans or cash flow forecasts at present.

Kenmare uses hydro-electric power supplied by Mozambique’s national electricity company, Electricidade de Moçambique (EdM), from the

Cahora Bassa Dam power station. Between 2005 and 2007, Kenmare invested in building 170km of power lines from Nampula to Moma to connect

to Mozambique’s hydro-electric power grid. This provides over 90% of Kenmare’s electricity requirements.

#### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

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FINAN CIALS

In the future, it is expected that the availability of this power may become limited and EdM may not be able to meet all Kenmare’s electricity needs.

In addition, as the overall electrical load at Moma grows, the electrical losses in the transmission line from Nampula to Moma will also increase,

which will result in higher unit costs of electricity at Moma. It is, therefore, necessary for Kenmare to procure and/or invest in green electricity

sourced from wind, solar photovoltaic and battery storage. Kenmare is actively investigating partnerships with independent power producers for

solar and battery energy storage systems located near the Mine, with expected spend of $0.2 million in 2026. The aim is to provide additional

clean power that is competitively priced. The integration of renewable power sources is also expected to improve the quality and stability of power

received from the EdM network.

Should these initiatives proceed, the investment will create opportunities for the electrification of equipment including excavators, articulated

dump trucks and LDVs.

The majority of the Group’s capital investment in the near-term is the upgrade of WCP A in advance of the move to Nataka. Due to their modest

nature, a change in the other costs associated with the Climate Transition Plan between 2025 and 2030, totalling $11.7 million, is not currently

anticipated to impact the forecast cash flows or the recoverable value of the Mine.

Mine closure and rehabilitation provision

The Group estimates the mine closure and rehabilitation provision based on current restoration standards, techniques and climate conditions.

Closure plans and cost estimates are supported by detailed studies, which are provided by external estimates. Detailed closure cost studies are

refreshed at least every five years, and these studies are evolving to incorporate greater consideration of forecast climate conditions at closure.

Estimated useful lives of existing assets

The Group considered whether its climate ambitions required changes to the useful lives of existing assets. The upgrade of WCP A ahead of its

move to Nataka included the addition of two higher-capacity dredges, removing the need for supplementary dry mining. This will result in a higher

electricity requirement but will replace HME that currently runs on diesel. The useful lives of heavy mobile equipment have not been adjusted to

reflect this, as fleet management will result in these vehicles ceasing to operate at the end of their expected useful lives and being replaced by

electric vehicles.

Should pathways for eliminating fossil fuel power-generating assets be identified, depending on technological development within the industry,

the Group’s property, plant and equipment profile may change and accelerated depreciation of assets may be required.. However, at present the

requirement for fossil fuel-powered assets means that early retirement of existing assets is not expected.

Management continues to monitor future uncertainty around climate change risks and develop the Group’s assessment of the impact that climate

change has on the amounts recognised in the financial statements. It is, therefore, likely that the future carrying amounts of assets or liabilities

may change as the Group’s judgements and estimates evolve as the Group responds to its climate change ambitions.

Revenue recognition

Revenue represents the value of goods and services supplied to third parties during the year. Revenue is measured at the fair value of

consideration received or receivable and excludes any discounts and applicable sales tax. Revenue is recognised when the Group satisfies a

performance obligation by transferring a promised good or service to a customer.

The Group has a mixture of long-term contracts and spot contracts with customers for the sale of mineral products: ilmenite, zircon, rutile and

concentrates. Sales contracts are evaluated to determine the performance obligations, the transaction price and the point at which there is

transfer of control. Sales are made on either a free on board (FOB), cost, insurance and freight (CIF), or a cost and freight (CFR) basis. Control of

mineral products passes from the Group to customers on delivery and delivery is deemed to take place when the mineral product is loaded on the

ocean-going vessel chartered by either the customer or the Group. The transactional price is the amount of consideration due in exchange for

transferring the promised goods or services to the customer, and is allocated against the performance obligations and recognised in accordance

with whether control is recognised over a defined period or at a specific point in time.

The customer is responsible for the cost of shipping and handling for all FOB Incoterms. The Group is responsible for shipping the mineral

product to a destination port specified by the customer for all CIF and CFR Incoterms. The Group has determined that the shipping service

represents a separate performance obligation, and revenue in relation to such services is deferred and recognised separately from the sale of the

mineral products over time as the shipping service is provided. Shipment revenue is recognised at the contracted price to the Group. All shipping

and handling costs incurred by the Group are recognised as a cost of sale.

Taxation

The tax expense represents the sum of the current tax and deferred tax.

Current tax payable is based on the best estimate of the tax amount expected to be paid and reflects uncertainty related to income taxes, if any.

Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expenses that

are taxable or deductible in other financial years and it further excludes items that are never taxable or deductible. The Group’s liability for current

tax is calculated using the tax rates that have been enacted, or substantively enacted, at the reporting date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the

financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the statement of

financial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are

recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

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1. Statement of accounting policies CONTINUED

Deferred tax liabilities are not recognised for taxable temporary differences arising on investments in subsidiary undertakings, if the Group is able

to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that

sufficient taxable profit will be available to allow all, or part, of the asset to be recovered.

Deferred tax is measured at the tax rates that are expected to apply in the period when the liability is settled or the asset is released and reflects

uncertainty related to income taxes, if any. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates

to items charged or credited directly to equity, in which case, the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and

when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and tax liabilities on

a net basis.

Property, plant and equipment

The cost of property, plant and equipment comprises any costs directly attributable to bringing an asset to the location and condition necessary

for it to be capable of operating in the manner intended by management and the estimated closure costs associated with the asset. This includes

the cost of moving plant and associated infrastructure to the orebodies under the Group’s mining concessions, which form part of the Group’s life

of mine plan.

Construction in progress expenditures for the construction and commissioning of property, plant and equipment are deferred until the facilities

are operational, at which point the costs are transferred to property, plant and equipment and depreciated at the applicable rates.

Subsequent expenditure on an item of property, plant and equipment, including enhancement expenditure, is recognised as part of the cost of

an asset if it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured

reliably.

Property, plant and equipment are depreciated over their useful life on a straight-line basis, or over the remaining life of the Mine if shorter, or on a

unit of production basis. The major categories of property, plant and equipment are depreciated as follows:

Plant and equipment  Unit of production basis

Development expenditure  Unit of production basis

Other assets

Vessels  5 to 25 years

Buildings and airstrip  20 years

Mobile equipment  3 to 5 years

Fixtures and equipment  3 to 10 years

Unit of production depreciation is calculated using the quantity of HMC extracted from the Mine for processing in the period as a percentage of

the total quantity of HMC planned to be extracted in current and future periods based on the Ore Reserves. The Ore Reserves are updated on

an annual basis for the results of drilling programmes carried out, mining activity during the year, and other relevant considerations. The unit of

production depreciation rate is adjusted following this update and applied prospectively.

Capital spares consist of critical plant spares with estimated useful lives greater than one year and are included in property, plant and equipment.

Capital spares are stated at cost.

Residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. Changes to the estimated residual values or

useful lives are accounted for prospectively.

Development expenditure

Project development costs include expenditure on the development of an orebody, including pre-feasibility and feasibility studies on mining the

orebody, the transport of mining plants to the orebody, additional infrastructure required to mine the orebody and community resettlement costs.

Project development costs include finance costs and lender and advisor fees incurred during the period before such mine is capable of operating

at production levels in the manner intended by management, and are deferred and included in property, plant and equipment. In addition,

expenses including depreciation during commissioning of the Mine in the period before it is capable of operating in the manner intended by

management are deferred. These costs include an allocation of costs, including share-based payments, as determined by management and

incurred by Group companies. Interest on borrowings relating to the Mine construction and development projects are capitalised until the point

when the activities that enable the Mine to operate in its intended manner are complete. Once the Mine is operating in the manner intended by

management, the related costs are depreciated over the life of the estimated Ore Reserves of such mine on a unit of production basis, or over its

useful life if shorter. Where the project is terminated or an impairment of value has occurred, related costs are written off immediately.

#### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

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Exploration and evaluation expenditure

Exploration and evaluation expenditure activity involves the search for Mineral Resources, the determination of technical feasibility and the

assessment of commercial viability of an identified Mineral Resource. Exploration and evaluation expenditure is charged to the statement of

comprehensive income as incurred, except where the existence of a commercially viable mineral deposit has been established and it is expected

that the deposit will be mined. Capitalised exploration and evaluation expenditure considered to be tangible is recognised as a component of

property, plant and equipment at cost less impairment charges. Until such time as an asset is available for use, it is not depreciated. All capitalised

exploration and evaluation expenditure is monitored for indications of impairment as part of development expenditure. To the extent that

capitalised expenditure is not expected to be recovered, it is charged to the statement of comprehensive income.

Impairment of non-current assets

At each reporting date, the Group reviews the carrying amounts of its non-current assets to determine whether there is any indication that those

assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the

extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates

the recoverable amount of the cash-generating unit to which the asset belongs.

The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value less costs to sell is the price that would be received

to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As the fair value for

the Mine is difficult to determine, the Group uses its value in use in estimating the recoverable amount. In assessing value in use, the estimated

future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of

money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of the asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset

(or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

Where an impairment loss, subsequently, reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate

of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had

no impairment loss been recognised for the asset (or cash-generating unit) in prior financial years. A reversal of an impairment loss is recognised

as income immediately.

Inventories

Mineral product inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials, direct labour costs and

overheads, including depreciation, incurred in bringing the inventories to their present location and condition. Cost is calculated using the

weighted average method. Net realisable value represents the estimated selling price less all estimated costs necessary to make the sale.

Quantities are assessed primarily through surveys and assays.

ZrTi is a by-product of ilmenite production. The Group applies the net realisable value method for the recognition of ZrTi as a by-product. On

production, ZrTi is recognised in mineral product inventory at a estimated net realisable value thereby reducing the cost of production of the main

product ilmenite. On sale of ZrTi, the FOB sales value and net realisable cost (net of associated costs) are recognised in cost of sales.

Consumable spares are stated at the lower of cost and net realisable value. Cost is calculated using the weighted average method and comprises

the purchase price and related costs incurred in bringing the inventories to their present location and condition. Consumable spares identified as

obsolete are recognised as an expense immediately.

Financial instruments

Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a party to the

contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of

financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to, or deducted,

from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the

acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Financial assets

The financial assets of the Group consist of cash and cash equivalents and trade and other receivables.

Classification of financial assets

Cash and cash equivalents comprise cash in hand, demand deposits and other short-term highly liquid investments that are readily convertible to

a known amount of cash and are subject to an insignificant risk of change in value. Cash and cash equivalents are initially measured at fair value

and are, subsequently, measured at amortised cost. They are held by the Group to collect deposit interest and to meet the liquidity requirements

of the Group.

The Group also has a trade facility for customers to which it sells to under letter of credit terms. Under this facility, the bank confirms the letter

of credit from the issuing bank and, therefore, assumes the credit risk. The bank can also discount these letters of credit, thereby, providing early

payment of receivables to the Group. Derecognition of the trade receivables occurs when the customer’s invoices are discounted and the Group

receives cash from the bank.

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These facilities assist the Group in managing its liquidity for funding of operations. Trade receivables that are not factored are initially measured

at fair value and, subsequently, measured at amortised cost as they are held by the Group in order to collect receipts under the credit terms of

the sales contracts, i.e. solely payment of principal and interest (SPPI). Trade receivables where it is not known at initial recognition if they will be

discounted are classified as fair value through other comprehensive income (FVOCI). This is because their cash flows are generated through a

combination of collection and sales (by discounting).

Interest income is recognised using the effective interest method for debt instruments measured, subsequently, at amortised cost. For financial

assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset. Interest income is

recognised in profit or loss and is included in the finance income line item.

Impairment of financial assets

The Group recognises a loss allowance for expected credit losses on trade receivables that are not measured at fair value through profit or loss.

The Group applies the simplified approach permitted by IFRS 9 Financial Instruments to measure expected credit losses for financial assets, which

requires expected lifetime losses to be recognised from initial recognition of the receivable. The amount of expected credit losses is updated at

each reporting date to reflect changes in credit risk since initial recognition of the trade receivable.

When determining whether the credit risk of a trade receivable has increased the Group considers credit risk ratings where available, the Group’s

historical credit loss experience, adjusted for factors that are specific to the customers, general economic conditions and an assessment of both

the current as well as the forecast conditions at the reporting date. Sales to certain customers are undertaken on a letter of credit basis to reduce

the credit risk of the relevant customers.

The Group considers a trade receivable to be in default when there is information indicating that the debtor is in severe financial difficulty and

there is no realistic prospect of recovery, e.g. when the debtor has been placed in liquidation or has entered into bankruptcy proceedings. The

Group considers a trade receivable to be credit impaired when there is evidence that the customer is in significant financial difficulty and the debt

is more than 90 days past due.

Foreign exchange gains and losses

The carrying amount of financial assets that are denominated in a foreign currency is determined in that foreign currency and translated at the

spot rate at the end of each reporting period. For financial assets measured at amortised cost, exchange differences are recognised in profit

or loss.

Financial liabilities and equity

The financial liabilities of the Group consist of bank borrowings, leases and trade payables. The equity of the Group consists of share capital

issued by the Company and own shares.

Classification of issued debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual

arrangements and the definitions of a financial liability and an equity instrument.

Issued equity

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity

instruments issued by the Company are recognised at the proceeds received, net of direct issue costs. The only equity instrument of the

Company is ordinary shares.

Own shares

Ordinary shares acquired by the Company or purchased by The Kenmare Resources plc Employee Benefit Trust are deducted from equity. No

gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

Financial liabilities

The financial liabilities of the Group are, initially, measured at fair value and, subsequently, measured at amortised cost using the effective interest

method.

Financial liabilities measured subsequently at amortised cost

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating the interest expense over the

relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees, transaction costs

and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost

of a financial liability.

#### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

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Foreign exchange gains and losses

For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the

foreign exchange gains and losses are determined based on the amortised cost of the instruments. These foreign exchange gains and losses are

recognised in profit or loss.

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference

between the carrying amount of the financial liability derecognised and the consideration paid is recognised in profit or loss.

When the Group exchanges, with an existing Lender, one debt instrument for another with substantially different terms, such exchange is

accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, the Group accounts

for substantial modification of terms of an existing liability or part of it as an extinguishment of the original financial liability and the recognition

of a new liability. It is assumed that the terms are substantially different if the discounted present value of the cash flows under the new terms,

including any fees paid net of any fees received and discounted using the original effective rate is at least 10% different from the discounted

present value of the remaining cash flows of the original financial liability. If the modification is not substantial, the difference between the carrying

amount of the liability before the modification and the present value of the cash flows after modification is recognised in profit or loss as the

modification gain or loss within other gains and losses.

Derivative financial instruments

The Group entered into forward contracts during the year to purchase South African Rand with US Dollar. No other derivative financial

instruments were entered into during the financial year.

Dividends

Dividends are recognised as a liability in the Company’s financial statements in the period in which the dividends are approved by the Company’s

shareholders.

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group

will be required to settle that obligation, and when a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration to settle the present obligation at the reporting date, taking

into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the

present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is

recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Contingent liabilities are recognised when the Group has a possible obligation, the existence of which will only be confirmed by uncertain future

events that are not wholly within the control of the Group.

Mine closure provision

The Mine closure provision represents the Directors’ best estimate of the Group’s liability for close-down, dismantling and restoration of the

mining and processing site, excluding reclamation of areas disturbed by mining activities, which is covered under the Mine rehabilitation provision.

A corresponding amount equal to the provision is recognised as part of property, plant and equipment and depreciated over its estimated useful

life. The costs are estimated on the basis of a formal closure plan and are subject to regular review. The Mine closure provision is determined as

the net present value of such estimated costs discounted at a risk-free rate. The Group uses long-term rates as provided by the US Treasury. This

is deemed the best estimate to reflect the current market assessment of the time value of money on a risk-free basis. Risks specific to the liability

are included in the cost estimate. Changes in the expected costs or estimated timing of costs are recorded by an adjustment to the provision and

a corresponding adjustment to property, plant and equipment. The unwinding of the discount on the Mine closure provision is recognised as a

finance cost.

Mine rehabilitation provision

The Mine rehabilitation provision represents the Directors’ best estimate of the liability for reclaiming areas disturbed by mining activities.

Reclamation costs are recognised in each period in the statement of comprehensive income based on the area disturbed in such period.

Segmental reporting

Information on the operations of the Moma Titanium Minerals Mine in Mozambique is reported to the Executive Committee for the purposes of

resource allocation and assessment of segment performance. The Executive Committee report to the Board on the performance of the Group.

The principal categories for disaggregating revenue are by product type and by country of the customer’s location. The product types are

ilmenite, zircon, rutile and concentrates. Concentrates include secondary zircon, mineral sands concentrate.

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1. Statement of accounting policies CONTINUED

Critical accounting judgements and key sources of estimation uncertainty

Critical judgements in applying the Group’s accounting policies

In the process of applying the Group’s accounting policies, the Directors have made the following judgements that have the most significant effect

on the amounts recognised in the financial statements (apart from those involving estimations, which are dealt with below).

Consolidation of structured entities

The Group has established the Kenmare Employee Benefit Trust, which facilitates the operation of The Kenmare Resources plc Restricted Share

Plan (KRSP). While the Group does not hold any of the equity of the trust, the Directors have concluded that the Group controls its activities and,

therefore, the financial statements of the trust are included in the Group’s Consolidated Financial Statements.

Key sources of estimation uncertainty

The preparation of financial statements requires the Directors to make estimates and assumptions that affect the amounts reported for assets

and liabilities as at the reporting date. The nature of estimation means the actual outcomes could differ from those estimates. The main areas

subject to estimation uncertainty are detailed below.

Property, plant and equipment

The recovery of property, plant and equipment is dependent upon the successful operation of the Mine. The realisation of cash flow forecast

assumptions would result in the recovery of such amounts. During the financial year, the Group carried out an impairment review of property, plant

and equipment. In performing the impairment review, there is a significant level of estimation required in determining the key assumptions which

have a significant impact on the impairment model and the discount rate used. The assumptions are set out below:

 

The discount rate is based on the Group’s weighted average cost of capital. This rate is a best estimate of the current market assessment of

the time value of money and the risks specific to the Mine, taking into consideration country risk, currency risk and price risk. The Group’s

estimation of the country risk premium included in the discount rate has remained unchanged from the prior year. The Group does not

consider it appropriate to apply the full current country risk premium for Mozambique to the calculation of the Group’s weighted average

cost of capital as it believes the specific circumstances that have impacted on the risk premium in recent years are not relevant to the

specific circumstances of the Moma Mine. Hence, country risk premium, applicable to the calculation of the cost of equity, has been adjusted

accordingly.

 

The IA governs the terms under which Kenmare conducts its mineral processing and export activities. Mining operations are conducted under

a separate regulatory framework, which is not impacted in any way by the IA process. The IA granted certain rights and benefits for a period

of 20 years to 21 December 2024, subject to extension upon request. Kenmare has been engaging constructively with the Government of

Mozambique regarding the extension and, in connection with the extension, has proposed certain modifications to the applicable investment

regime, which have been included in the Group forecast. The Group forecast assumes that the Company’s existing rights and benefits remain

in full force and effect pending conclusion of the extension. Kenmare continues to process minerals and export final products in the same

manner as it did prior to 21 December 2024.

 

The initial term of the Group’s Mining Licence over the orebody will expire in 2029. Under the terms of the Mineral Licensing Contract (MLC)

the Group can apply for an extension of 15 years to 2044. Under the terms of the MLC, the Group can apply for subsequent extensions post-

2044 provided the life of the mine allows and subject to the same conditions as the first renewal. Since the Group signed its MLC in 2002 with

the Government of Mozambique under Mining Law 2/86, mining law has been amended on several occasions. However, the various amended

mining legislation contained grandfathering provisions, which confirm the ongoing validity of the mining contracts that were entered into with

the Government of Mozambique, before the entry into force of the amended legislation. The grandfathering provisions provide for an opt in

or opt out regime for companies that signed contracts under an earlier legal regime. The Group has not exercised the right to move to either

Mining Law 14/2002 or Mining Law 20/2014 and, as a result, the Group continues to be regulated by the legislation in force at the time of the

signature of the MLC.

 

The mine plan is based on the Namalope, Nataka, Pilivili and Mualadi proved and probable Ore Reserves and Mineral Resources. Specific

Mineral Resource material is included only where there is a high degree of confidence in its economic extraction. Average annual production of

finished products is, approximately, 1.1 million tonnes to 1.2 over the next two years with 1.3 million tonnes from 2028 onwards. Certain minimum

stocks of final and intermediate products are assumed to be maintained at period ends.

 

Product sales prices are based on contract prices as stipulated in marketing agreements with customers; or where contracts are based on

market prices or production is not currently contracted, prices are forecast by the Group, taking into account independent titanium mineral

sands expertise (TZMI and TiPMC) and management expectations, including general inflation of 2% per annum.

 

Operating costs are based on approved budget costs for 2026, taking into account the current running costs of the Mine and estimated

forecast inflation for 2026. From 2026 onwards, operating costs are escalated by 2% per annum as management expects inflation to normalise

and average 2% over the life of mine period.

 

The Board and management have set a medium-term decarbonisation target of 30% reduction by 2030 from a 2021 baseline. Kenmare has

an ambition to achieve Net Zero for its operational (Scope 1 and 2) emissions by 2040, also from a 2021 baseline, and will continue to work to

achieve a higher decarbonisation rate. Management has included the costs of implementing the Climate Transition Plan (2025 to 2030) into

the cash flow forecasts. No savings associated with the Company’s ambition to become Net Zero have been factored into the forecast.

#### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

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

Capital costs are based on a life of mine capital plan, including inflation at 2% per annum from 2026.

As a result of the review, the Group recognised an impairment loss of $301.3 million (2024:nil) in the financial year.

Provisions

Mine closure and Mine rehabilitation provision

The Mine closure provision represents the Directors’ best estimate of the Group’s liability for close-down, dismantling and restoration of the

mining and processing site, excluding the reclamation of areas disturbed by mining activities, which is covered under the Mine rehabilitation

provision. The costs are estimated on the basis of a formal closure plan and are subject to regular independent review. The Mine closure

provision is estimated based on the net present value at the risk-free rate of estimated future Mine closure costs. Mine closure costs are a normal

consequence of mining, and the majority of such costs are incurred at the end of the life of mine.

The Mine rehabilitation provision represents the Directors’ best estimate of the Group’s liability for reclaiming areas disturbed by mining activities.

Reclamation costs are recognised in each period based on the area disturbed in the period and an estimated cost of rehabilitation per hectare,

which is reviewed regularly against actual rehabilitation cost per hectare. Actual rehabilitation expenditure is incurred, approximately, 12 months

after the area has been disturbed.

There is significant estimation uncertainty in the calculation of the mine closure and mine rehabilitation provision and cost estimates can vary in

response to many factors, including:

 

Changes to the relevant legal or local/national government requirements and any other commitments made to stakeholders;

 

Additional remediation requirements identified during the rehabilitation;

 

The emergence of new restoration techniques;

 

Change in the expected closure date;

 

Change in the discount rate; and

 

The effects of inflation.

The quantitative inputs and sensitivity information relating to the mine closure and mine rehabilitation provision are detailed in Note 21.

Units of production depreciation

Units of production depreciation is calculated using the quantity of HMC extracted from the Mine for processing in the period as a percentage

of the total quantity of HMC planned to be extracted in current and future periods based on the Ore Reserve as detailed in the unaudited Ore

Reserves and Mineral Resources table on page 33.

The Group estimates its Ore Reserves and Mineral Resources based on information compiled by a Competent Person as defined in accordance

with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, 2012 Edition. There are numerous

uncertainties inherent in estimating Ore Reserves, and assumptions that are valid at the time of estimation may change significantly when new

information becomes available. Changes in the forecast prices of final products, production costs or recovery rates may change the economic

status of reserves and may, ultimately, result in the reserves being revised.

2. Revenue

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Revenue from contracts with customers |  |  |
| Revenue derived from the sale of mineral products | 312,085 | 392,052 |
| Revenue derived from freight services | 16,488 | 22,695 |
| Total revenue | 328,573 | 414,747 |

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2. Revenue CONTINUED

#### Revenue by mineral product

The principal categories for disaggregating mineral products revenue are by product type and by country of the customer’s location. The mineral

product types are ilmenite, zircon, rutile and concentrates. Concentrates include secondary zircon and mineral sands concentrate.

During the financial year, the Group sold 924,100 tonnes (2024: 1,088,600 tonnes) of finished products to customers at a sales value of

$312.1 million (2024: $392.1 million). The Group earned revenue derived from freight services of $16.5 million (2024: $22.7 million).

During the financial year, the Group sold 23,900 tonnes (2024: 3,100 tonnes) of the by-product ZrTi at a sales value of $5.3 million

(2024: $0.6 million). The mineral product sale of $4.2 million (2024: $0.3 million) has be recognised in cost of sales. The freight revenue of

$1.1 million (2024: $0.2 million) has been recognised in freight revenue.

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Revenue derived from sales of mineral products by primary product |  |  |
| Ilmenite | 226,679 | 291,622 |
| Primary zircon | 58,912 | 70,952 |
| Concentrates | 19,446 | 21,452 |
| Rutile | 7,048 | 8,026 |
| Total revenue from mineral products | 312,085 | 392,052 |
| Revenue derived from freight services | 16,488 | 22,695 |
| Total revenue | 328,573 | 414,747 |

#### Revenue by destination

In the following table, revenue is disaggregated by the primary geographical market. The Group allocates revenue from external customers to

individual countries and discloses revenues in each country where revenues represent 10% or more of the Group’s total revenue. Where total

disclosed revenue disaggregated by country constitutes less than 75% of total Group revenue, additional disclosures are made on a regional basis

until at least 75% of the Group’s disaggregated revenue is disclosed. There were no individual countries within Europe, Asia (excluding China) or

the Rest of the World with revenues representing 10% or more of the Group’s total revenue during the year.

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Revenue derived from sales of mineral product by destination |  |  |
| China | 89,166 | 146,434 |
| Europe | 57,738 | 83,363 |
| Asia (excluding China) | 55,526 | 67,641 |
| Saudia Arabia | 42,436 | 35,433 |
| USA | 35,125 | 59,181 |
| Rest of the world | 32,094 | – |
| Total revenue from mineral products | 312,085 | 392,052 |
| Revenue derived from freight services | 16,488 | 22,695 |
| Total revenue | 328,573 | 414,747 |

#### Revenue by major customers

The Group evaluates the concentration of mineral product revenue by major customer. The following table disaggregates mineral product

revenue from the Group’s three largest customers.

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Revenue from external customers |  |  |
| Largest customer | 56,715 | 58,934 |
| Second largest customer | 42,436 | 44,350 |
| Third largest customer | 38,991 | 43,520 |
| Total | 138,142 | 146,804 |

All Group revenues from external customers are generated by the Moma Titanium Minerals Mine in Mozambique. Further details on this operating

segment can be found in Note 3. Sales to and from Ireland were $nil (2024: $nil) in the year.

#### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

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3. Segment reporting

Information on the operations of the Moma Titanium Minerals Mine in Mozambique is reported to the Executive Committee for the purposes of

resource allocation and assessment of segment performance. The Executive Committee reports to the Board on the performance of the Group.

Information regarding the Group’s operating segment is reported below:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  | 2025 |  |  | 2024 |  |
|  | Corporate | Mozambique | Total | Corporate | Mozambique | Total |
|  | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 |
| Revenue and results |  |  |  |  |  |  |
| Revenue\* | – | 328,573 | 328,573 | – | 414,747 | 414,747 |
| Cost of sales | – | (310,209) | (310,209) | – | (319,371) | (319,371) |
| Gross profit | – | 18,364 | 18,364 | – | 95,376 | 95,376 |
| Administrative expenses | (8,978) | (8,435) | (17,413) | (9,137) | 2,977 | (6,160) |
| Impairment loss | – | (301,341) | (301,341) | – | – | – |
| Segment operating (loss)/profit | (8,978) | (291,412) | (300,390) | (9,137) | 98,353 | 89,216 |
| Finance income | 218 | 1,758 | 1,976 | 1,349 | 2,289 | 3,638 |
| Finance expenses | (44) | (17,138) | (17,182) | (59) | (10,725) | (10,784) |
| (Loss)/profit before tax | (8,804) | (306,792) | (315,596) | (7,847) | 89,917 | 82,070 |
| Income tax expense | (618) | (8,834) | (9,452) | (7,157) | (10,022) | (17,179) |
| (Loss)/profit for the financial year | (9,422) | (315,626) | (325,048) | (15,004) | 79,895 | 64,891 |
| Segment assets and liabilities |  |  |  |  |  |  |
| Segment assets | 2,737 | 1,105,621 | 1,108,358 | 9,571 | 1,299,748 | 1,309,319 |
| Segment liabilities | 3,666 | 289,919 | 293,585 | 4,514 | 143,721 | 148,235 |
| Additions to non-current assets |  |  |  |  |  |  |
| Segment additions to non-current assets | – | 214,826 | 214,826 | – | 153,805 | 153,805 |
| Depreciation of property, plant and  equipment and right-of-use assets | 308 | 56,834 | 57,142 | 308 | 67,660 | 67,968 |

\* Revenue excludes inter-segment revenue of $20.9 million (2024: $22.8 million) earned by the corporate segment relating to marketing and management services fee income.

Inter-segment revenue is not regularly reviewed by the Chief Operating Decision Maker.

Corporate assets consist of the Company’s property, plant and equipment including right-of-use assets, cash and cash equivalents and

prepayments at the reporting date. Corporate liabilities consist of trade and other payables at the reporting date.

4. Cost and income analysis

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Expenses by function |  |  |
| Cost of sales | 310,209 | 319,371 |
| Administrative expenses | 17,413 | 6,160 |
| Impairment loss | 301,341 | – |
| Total | 628,963 | 325,531 |

Expenses by nature can be analysed as follows:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Expenses by nature |  |  |
| Staff costs | 82,449 | 77,843 |
| Repairs and maintenance | 42,444 | 40,734 |
| Power and fuel | 43,561 | 48,760 |
| Freight | 16,488 | 22,695 |
| Other production and operating costs | 85,628 | 79,921 |
| Impairment loss | 301,341 | – |
| Movement of mineral products inventory | (90) | (12,390) |
| Depreciation of property, plant and equipment and right-of-use assets | 57,142 | 67,968 |
| Total | 628,963 | 325,531 |

Mineral products consist of finished products and HMC as detailed in Note 13. Mineral stock movement in the year was an increase of

$0.09 million (2024: $12.4 million). Freight costs of $16.5 million (2024: $22.7 million) arise from sales to customers on a CIF or CFR basis.

An impairment loss of $301.3 million (2024: $nil) was recognised within operating loss in 2025.

During the financial year, the Group sold 23,900 tonnes (2024: 3,100 tonnes) of the by-product ZrTi at a sales value of $4.2 million

(2024: $0.3 million) and a cost of $2.9 million. The revenue and the cost have been recognised in cost of sales.

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5. Employee benefits

The aggregate payroll costs incurred in respect of employees comprised:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Wages and salaries | 64,097 | 61,471 |
| Share-based payments | 3,063 | 3,584 |
| Social insurance costs | 3,521 | 3,523 |
| Retirement benefit costs | 345 | 786 |
|  | 71,026 | 69,364 |

Employee benefits capitalised in property, plant and equipment in the year were $1.5 million (2024: $0.9 million).

Included in the payroll cost above are Executive and Non-Executive Director emoluments (inclusive of share-based payments) of $2.2 million

(2024: $4.9 million).

The Company contributes to a Company pension plan or individual pension schemes on behalf of certain employees. Contributions of $0.3 million

(2024: $0.8 million) were charged in the period in which they are payable to the scheme.

The average number of persons employed by the Group (including Executive Directors) in 2025 was 1,741 (2024: 1,761) and is analysed below:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | Headcount | Headcount |
| Management and administration | 411 | 415 |
| Operations | 1,330 | 1,346 |
|  | 1,741 | 1,761 |

6. Share-based payments

Share-based payment expense recognised in the consolidated income statement:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Expense arising from the Kenmare Resources plc Restricted Share Plan | 3,063 | 3,584 |

The Group, under its incentive plan, the KRSP, grants equity-settled share-based payments to employees as part of their remuneration.

The Executive Director’s awards vest, subject to continued employment and to the Remuneration Committee’s assessment against a discretionary

underpin, on the third anniversary of grant date. The vested KRSP awards are subject to a two-year holding period which may extend beyond the

Executive Director’s cessation of employment in accordance with the post-employment holding requirements of the 2020 Remuneration policy.

The discretionary underpin contains six core elements that the Remuneration Committee will consider, including operational performance, share

price performance, environment, social and governance (ESG) performance, major strategic or project decisions, cost competitiveness and the

long-term strategic vision for the Company. The Committee has not set fixed, quantitative underpins in respect of these factors. As such, these

elements, including share price performance, are considered non-market performance conditions and, accordingly, are not reflected in the grant

date fair value. The grant date of awards containing a discretionary underpin is deemed to occur when a shared understanding of the award

is obtained by all parties and this generally occurs upon the Remuneration Committee’s assessment of the Group’s performance in the year of

vesting.

In addition, in the case of the Executive Director, where the annual bonus achieved exceeds 50% of base salary, the Executive Director is granted

restricted shares under the KRSP in respect of the excess outcome above this level. Such restricted shares would not be subject to forfeiture or

the discretionary underpin.

For other Group employees, awards under the KRSP vest, subject to continued employment, on the third anniversary of award.

#### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

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|  |  |  |
| --- | --- | --- |
|  | Number of | Number |
|  | shares | of shares |
|  | 2025 | 2024 |
| Awards outstanding at the beginning of the financial year | 2,659,027 | 2,274,376 |
| Awards issued during the financial year | 946,916 | 1,243,820 |
| Awards exercised during the financial year | (389,240) | (696,320) |
| Awards forfeited during the financial year | (196,293) | (138,743) |
| Awards cancelled during the financial year | (29,144) | (22,289) |
| Awards lapsed during the financial year | – | (1,817) |
| Awards outstanding at the end of the financial year | 2,991,266 | 2,659,027 |
| Awards exercisable at the end of the financial year | 524,464 | 16,795 |

In 2025, awards in respect of 805,642 shares were granted to employees under the 2025 KRSP award. The estimated fair value of the shares

awarded is $4.2 million. During the year, 141,274 shares were granted in the form of dividend equivalents. The fair value is determined using the

share price on the date of the award.

In 2025, KRSP awards in respect of 389,240 shares (2024: 696,320) were exercised. 389,240 awards (2024: 674,703) were exercised in equity

through shares held by the Kenmare Resources plc Employee Benefit Trust as described in Note 18 resulting in a total cost of exercise of share-

based payments of $1.7 million (2024: $3.2 million).

7. Auditor’s remuneration

The analysis of the auditor’s remuneration is as follows:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Audit fees |  |  |
| Audit of the Company’s financial statements | 28 | 25 |
| Audit of the Company’s subsidiary undertakings | 247 | 205 |
| Total audit fee | 275 | 230 |
| Non-audit fees |  |  |
| Other assurance services | 84 | 80 |
| Taxation compliance services | 11 | 10 |
| Other non-audit services | 18 | 11 |
| Total non-audit fees | 113 | 101 |
| Total fees | 388 | 331 |

Of the total fee, $193,700 (2024: $155,800) was paid to KPMG Dublin and $194,100 (2024: $175,700) was paid to KPMG Maputo. KPMG Dublin fees

are invoiced in Euros.

The Group also incurred assurance fees relating to CSRD engagements of $217,200 (2024: $nil).

8. Net finance costs

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Finance costs |  |  |
| Interest on bank borrowings | (12,677) | (3,863) |
| Transaction costs on debt financing | (708) | (1,398) |
| Interest on lease liabilities | (106) | (126) |
| Factoring and other trade facility fees | (1,996) | (2,592) |
| Commitment and other fees | (1,012) | (2,085) |
| Unwinding of discount on mine closure provision | (683) | (720) |
| Total finance costs | (17,182) | (10,784) |
| Interest earned on bank deposits | 1,976 | 3,638 |
| Total finance income | 1,976 | 3,638 |
| Net finance costs recognised in profit or loss | (15,206) | (7,146) |

All interest has been expensed in the financial year. The Group has classified factoring and other trade facility fees in net cash from operating

activities in the Consolidated Statement of Cashflows.

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9. Income tax expense

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Corporation tax | 9,452 | 17,179 |
| Deferred tax | – | – |
| Total | 9,452 | 17,179 |
| Reconciliation of effective tax rate |  |  |
| (Loss)/profit before tax | (315,596) | 82,070 |
| (Loss)/profit before tax multiplied by the applicable tax rate (12.5%) | (39,450) | 10,259 |
| Impairment loss adjustment | 37,668 |  |
| Under provision in respect of prior years | 1,131 | 2,046 |
| Non-taxable income | – | (1,351) |
| Non-deductible expenses | 327 | 458 |
| Differences in effective tax rates on overseas earnings | 9,776 | 5,767 |
| Total | 9,452 | 17,179 |

During the year, Kenmare Moma Mining (Mauritius) Limited (KMML) Mozambique Branch had taxable profits of $23.7 million (2024: $27.7 million),

resulting in an income tax expense of $8.3 million (2024: $10.0 million) being recognised. The income tax rate applicable to taxable profits of

KMML Mozambique Branch is 35% (2024: 35%).

KMML Mozambique Branch has elected, and the fiscal regime applicable to mining allows for, the option to deduct, as an allowable deduction,

depreciation of exploration and development expense and capital expenditure over the life of mine. Tax losses may be carried forward for three

years. There are no tax losses carried forward at 31 December 2025.

Kenmare Moma Processing (Mauritius) Limited (KMPL) Mozambique Branch is entitled to Industrial Free Zone (IFZ) status. As an IFZ Branch, it is

exempt from corporation taxes and, hence, its income is non-taxable.

During the year, Kenmare Resources plc had taxable profits of $0.2 million (2024: $53.5 million) as a result of management and marketing service

fee income earned on services provided to subsidiary undertakings, resulting in a corporate tax expense of $0.05 million (2024: $7.1 million). There

was an under provision in the prior year of $1.1 million (2024: $2.0 million) recognised in the year.

10. Earnings per share

The calculation of the basic and diluted earnings per share attributable to the ordinary equity holders of the Company is based on the

following data:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| (Loss)/profit for the financial year attributable to equity holders of the Company | (325,048) | 64,891 |

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | Number of | Number of |
|  | shares | shares |
| Weighted average number of issued ordinary shares for the purpose of basic earnings per share | 89,228,161 | 89,228,161 |
| Effect of dilutive potential ordinary shares: |  |  |
| Share awards | 2,933,207 | 2,699,029 |
| Weighted average number of ordinary shares for the purposes of diluted earnings per share | 92,161,368 | 91,927,190 |

|  |  |  |
| --- | --- | --- |
|  | $ per share | $ per share |
| Basic (loss)/earnings per share | (3.64) | 0.73 |
| Diluted (loss)/earnings per share | (3.64) | 0.71 |

#### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

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11. Property, plant and equipment

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  | Plant and | Development | Construction | Other |  |
|  | equipment | expenditure | in progress | assets | Total |
|  | $’000 | $’000 | $’000 | $’000 | $’000 |
| Cost |  |  |  |  |  |
| At 1 January 2024 | 1,055,574 | 273,146 | 80,085 | 75,140 | 1,483,945 |
| Additions during the financial year | 1,858 | 14 | 151,933 | – | 153,805 |
| Transfer from construction in progress | 3,454 | 3,363 | (14,094) | 7,277 | – |
| Disposals | – | – | – | (6,207) | (6,207) |
| Adjustment to mine closure cost | (3,985) | – | – | – | (3,985) |
| At 31 December 2024 | 1,056,901 | 276,523 | 217,924 | 76,210 | 1,627,558 |
| Additions during the financial year | 2,701 | 25 | 211,943 | 157 | 214,826 |
| Transfer from construction in progress | 14,880 | 1,353 | (29,711) | 13,478 | – |
| Disposals | (33,917) | – | – | (2,783) | (36,700) |
| Adjustment to mine closure cost | 1,279 | – | – | – | 1,279 |
| At 31 December 2025 | 1,041,844 | 277,901 | 400,156 | 87,062 | 1,806,963 |
| Accumulated depreciation |  |  |  |  |  |
| At 1 January 2024 | 348,831 | 156,820 | – | 42,446 | 548,097 |
| Charge for the financial year | 47,976 | 9,438 | – | 10,281 | 67,695 |
| Disposals | – | – | – | (6,207) | (6,207) |
| At 31 December 2024 | 396,807 | 166,258 | – | 46,520 | 609,585 |
| Charge for the financial year | 42,669 | 5,541 | – | 8,659 | 56,869 |
| Disposals | (33,917) | – | – | (2,783) | (36,700) |
| Impairment | 248,435 | 41,712 | – | 11,194 | 301,341 |
| At 31 December 2025 | 653,994 | 213,511 | – | 63,590 | 931,095 |
| Carrying amount |  |  |  |  |  |
| At 31 December 2025 | 387,850 | 64,390 | 400,156 | 23,472 | 875,868 |
| At 31 December 2024 | 660,094 | 110,265 | 217,924 | 29,690 | 1,017,973 |

An adjustment to the mine closure cost of $1.3 million (2024: $4.0 million) was made during the year as a result of an update in the mine closure

cost estimate as detailed in Note 21.

At each reporting date, the Group assesses whether there is any indication that property, plant and equipment may be impaired. The Group

considers the relationship between its market capitalisation and its book value, among other factors, when reviewing for indicators for impairment.

As at 31 December 2025, the market capitalisation of the Group was below the book value of net assets, which is considered an indicator of

impairment. The Group carried out an impairment review of property, plant and equipment as at 31 December 2025. As a result of the review, and

given the performance and outlook of the Group, an impairment loss of $301.3 million was recognised in the current financial year. The Directors

consider that the main cause of the impairment is due to lower projected future revenue assumptions associated with an uncertain pricing

outlook. The impairment loss has not been applied against construction in progress as the cost of these assets is the same as their carrying value.

The cash-generating unit for the purpose of impairment testing is the Moma Titanium Minerals Mine. The basis on which the Mine is assessed

is its value in use. The cash flow forecast employed for the value in use computation is from a life of mine financial model. The value in use

methodology uses the next five years’ cashflows and then uses year five as a basis for the remaining 35 years to align with the 40-year life of mine

assumption. The recoverable amount obtained from the financial model represents the present value of the future discounted pre-tax, pre-finance

cash flows discounted at 13% (2024: 13.41%).

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11. Property, plant and equipment CONTINUED

Key assumptions include the following:

 

The discount rate is based on the Group’s weighted average cost of capital. This rate is a best estimate of the current market assessment of

the time value of money and the risks specific to the Mine, taking into consideration country risk, currency risk and price risk.

The Group’s estimation of the country risk premium included in the discount rate has remained unchanged from the prior year. The Group

does not consider it appropriate to apply the full current country risk premium for Mozambique to the calculation of the Group’s weighted

average cost of capital as it believes the specific circumstances that have impacted on the risk premium in recent years are not relevant to

the specific circumstances of the Mine. Hence, country risk premium applicable to the calculation of the cost of equity has been adjusted

accordingly.

Using a discount rate of 13%, the recoverable amount is less than the carrying amount by $301.3 million (2024: $83.0 million greater). The

discount rate is a significant factor in determining the recoverable amount. A 1% change in the discount rate to 14% reduces the recoverable

amount by $77.0 million, assuming all other inputs remain unchanged.

 

The Implementation Agreement governs the terms under which Kenmare conducts its mineral processing and export activities. Mining

operations are conducted under a separate regulatory framework, which is not impacted in any way by the IA process. The IA granted

certain rights and benefits for a period of 20 years to 21 December 2024, subject to extension upon request. Kenmare has been engaging

constructively with the Government of Mozambique regarding the extension and, in connection with the extension, has proposed certain

modifications to the applicable investment regime, which have been included in the Group forecast. The Group forecast assumes that the

Company’s existing rights and benefits remain in full force and effect pending conclusion of the renewal. Kenmare continues to process

minerals and export final products in the same manner as it did, prior to 21 December 2024.

 

The initial term of the Group’s Mining Licence over the orebody will expire in 2029. A renewal of the Mineral Licensing Contact (MLC) has

been applied for by the Group in February 2026 for an extension of 15 years to 2044. Under the terms of the MLC, the Group can apply for

subsequent extensions post-2044 provided the life of the Mine allows and subject to the same conditions as the first renewal. Since the

Group signed its MLC in 2002 with the Government of Mozambique under Mining Law 2/86, mining law has been amended on a number

of occasions. However, the various amended mining legislation contain grandfathering provisions that confirm the ongoing validity of the

mining contracts that were entered into with the Government of Mozambique, before the entry into force of the amended legislation. The

grandfathering provisions provide for an opt in or opt out regime for companies that signed contracts under an earlier legal regime; the Group

has not exercised the right to move to either Mining Law 14/2002 or Mining Law 20/2014 and, as a result, the Group continues to be regulated

by the legislation in force at the time of the signature of the MLC.

 

The mine plan is based on the Namalope, Nataka, Pilivili and Mualadi Proved and Probable Ore Reserves and Mineral Resources. Specific

Mineral Resource material is included only where there is a high degree of confidence in its economic extraction. Average annual production of

finished products is approximately, 1.1 to 1.2 million tonnes over the next two years with 1.3 million tonnes from 2028 onwards. Certain minimum

stocks of final and intermediate products are assumed to be maintained at period ends.

 

Product sales prices are based on contract prices as stipulated in marketing agreements with customers, or where contracts are based on

market prices or production is not currently contracted, prices are forecast by the Group taking into account independent titanium mineral

sands expertise (TZMI and TiPMC) and management expectations, including general inflation of 2% per annum. Average forecast product

sales prices have decreased over the life of mine from the prior year-end review as a result of revised forecast pricing and market outlook. A

5% reduction in average sales prices over the life of mine reduces the recoverable amount by $159 million, assuming all other inputs remain

unchanged.

 

Operating costs are based on approved budget costs for 2026, taking into account the current running costs of the Mine and estimated

forecast inflation for 2026. From 2027 onwards, operating costs are escalated by 2% per annum as management expects inflation to normalise

and average 2% over the life of mine period. Average forecast operating costs have decreased from the prior year-end review as result of cost

reduction initiatives implemented and forecast. A 2.5% increase in operating costs over the life of mine reduces the recoverable amount by

$48 million, assuming all other inputs remain unchanged.

 

Capital costs are based on a life of mine capital plan including inflation at 2% per annum from 2027. Average forecast capital costs have

decreased from the prior year-end review based on updated sustaining and development capital plans required to maintain the existing plant

over the life of mine. A 5% increase in capital costs over the life of mine reduces the recoverable amount by $23 million, assuming all other

inputs remain unchanged.

 

The Board and management have set a medium-term decarbonisation target of 30% reduction by 2030 from a 2021 baseline. Kenmare has

an ambition to achieve Net Zero for its operational (Scope 1 and 2) emissions by 2040, also from a 2021 baseline, and will continue to work

to achieve a higher decarbonisation rate. Management has included the costs of implementing the Climate Transition Plan (CTP) (2025 to

2030) into the cash flow forecasts. CTP specific costs total $11.7 million over the period 2025 to 2030. A change in these costs (for overruns

or required additional projects to meet targets) are not anticipated to have a material impact on the forecast cashflows. The balance of spend

on the move of WCP A to Nataka is included in the capital forecasts. No savings associated with the Company’s ambition to become Net Zero

have been factored into the forecast.

#### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

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12. Right-of-use assets and lease liabilities

|  |  |  |
| --- | --- | --- |
|  | Land and |  |
|  | buildings | Total |
|  | $’000 | $’000 |
| Cost |  |  |
| At 1 January 2025 | 2,450 | 2,450 |
| Additions | – | – |
| Disposals | – | – |
| At 31 December 2025 | 2,450 | 2,450 |
| Accumulated depreciation |  |  |
| At 1 January 2025 | 1,355 | 1,355 |
| Depreciation expense | 273 | 273 |
| Disposals | – | – |
| At 31 December 2025 | 1,629 | 1,629 |
| Carrying amount |  |  |
| At 31 December 2025 | 821 | 821 |
| At 31 December 2024 | 1,095 | 1,095 |

The Group recognised a lease liability of $1.7 million in respect of the rental of its Irish head office. The lease has a term of 10 years commencing

August 2017 and rental payments are fixed to the end of the lease term. This lease obligation is denominated in Euros.

The Group recognised a lease liability of $0.7 million in respect of its Mozambican country office in Maputo. The lease has a term of 10 years

commencing December 2022. This lease obligation is denominated in US Dollars.

At each reporting date, the Company assesses whether there is any indication that right-of-use assets may be impaired. No impairment indicators

were identified as at 31 December 2025 or 31 December 2024.

The Group has recognised a rental expense of $8.4 million (2024: $11.9 million) in relation to short-term leases of machinery and vehicles, which

have not been recognised as a right-of-use asset.

Set out below are the carrying amounts of lease liabilities at each reporting date:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Current | 307 | 285 |
| Non-current | 664 | 971 |
| Total | 971 | 1,256 |

The consolidated income statement includes the following amounts relating to leases:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Depreciation expense | 273 | 273 |
| Interest expense on lease liabilities | 106 | 126 |
| Total | 379 | 399 |

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
| Reconciliation of movements of lease liabilities to cash flows arising from financing activities | $’000 | $’000 |
| Lease liabilities |  |  |
| Balance at 1 January | 1,256 | 1,520 |
| Cash movements |  |  |
| Lease interest paid | (106) | (126) |
| Principal paid | (285) | (264) |
| Non-cash movements |  |  |
| Lease interest accrued | 106 | 126 |
| Balance at 31 December | 971 | 1,256 |

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13. Inventories

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Mineral products | 70,885 | 70,795 |
| Consumable spares | 41,607 | 42,001 |
|  | 112,492 | 112,796 |

|  |
| --- |
| At 31 December 2025, total final product stock was 344,000 tonnes (2024: 287,200 tonnes). Closing stock of HMC was 29,200 tonnes |

(2024: 14,100 tonnes).

Net realisable value is determined with reference to forecast prices of finished products expected to be achieved. There is no guarantee that

these prices will be achieved in the future, particularly in weak product markets. During the financial year, there was a write-down of $14.4 million

(2024: $0.2 million) to mineral products charged to cost of sales to value mineral products at net realisable value.

14. Trade and other receivables

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Trade receivables | 38,126 | 91,451 |
| VAT receivable | 6,336 | 6,410 |
| Prepayments | 26,091 | 21,633 |
|  | 70,553 | 119,494 |

Trade receivables included sales of 108,800 tonnes of finished product (2024: 204,800 tonnes) at an average price of $399/t (2024: $455/t).

Further details on trade receivables can be found in Note 24.

15. Cash and cash equivalents

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Bank balances | 48,624 | 56,683 |

Cash and cash equivalents comprise cash balances held for the purposes of meeting short-term cash commitments and investments that are

readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. Where investments are categorised as

cash equivalents, the related balances have a maturity of three months or less from the date of investment.

16. Called-up share capital

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | €’000 | €’000 |
| Authorised share capital |  |  |
| 181,000,000 ordinary shares of €0.001 each | 181 | 181 |
|  | 181 | 181 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2025 | 2024 |
|  |  | $’000 | $’000 |
| Allotted, called-up and fully paid |  |  |  |
| Opening balance |  |  |  |
| 89,228,161 | (2024: 89,228,161) ordinary shares of €0.001 each | 97 | 97 |
| Acquired and cancelled | |  |  |
| Nil (2024: Nil) ordinary shares of €0.001 each  Closing balance |  | – | – |
| 89,228,161 | (2024: 89,228,161) ordinary shares of €0.001 each | 97 | 97 |
| Total called-up share capital |  | 97 | 97 |

No ordinary shares were issued during the year (2024: $nil).

#### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

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17. Share premium

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Opening balance | 545,950 | 545,950 |
| Shares issued during the year | – | – |
| Closing balance | 545,950 | 545,950 |

There were no additions to share premium during the year (2024: $nil).

18. Other reserves

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  | Share-based |  |
|  | Undenominated | Own | payment |  |
|  | capital | shares | reserve | Total |
|  | $’000 | $’000 | $’000 | $’000 |
| Balance at 1 January 2024 | 226,285 | (2,810) | 6,265 | 229,740 |
| Recognition of share-based payment expense | – | – | 3,584 | 3,584 |
| Exercise of share-based payment awards | – | – | (3,244) | (3,244) |
| Shares acquired by The Kenmare Resources plc Employee Benefit Trust | – | (3,169) | – | (3,169) |
| Shares distributed by The Kenmare Resources plc Employee Benefit Trust | – | 2,363 | – | 2,363 |
| Balance at 1 January 2025 | 226,285 | (3,616) | 6,605 | 229,274 |
| Recognition of share-based payment expense | – | – | 3,063 | 3,063 |
| Exercise of share-based payment awards | – | – | (1,673) | (1,673) |
| Shares acquired by The Kenmare Employee Benefit Trust | – | (540) | – | (540) |
| Shares distributed by The Kenmare Employee Benefit Trust | – | 1,251 | – | 1,251 |
| Balance at 31 December 2025 | 226,285 | (2,905) | 7,995 | 231,375 |

Undenominated capital

Undenominated capital consists of the capital conversion reserve fund and the capital redemption reserve fund.

The capital conversion reserve fund, totalling $0.8 million, arose from the renominalisation of the Company’s share capital from Irish Punts

to Euros.

The capital redemption reserve represents the nominal value of share capital repurchased. At 31 December 2025, the reserve balance stands at

$225.5 million (2024: $225.5 million).

Own shares

Own shares represent shares acquired by The Kenmare Resources plc Employee Benefit Trust for the purposes of administration of the KRSP.

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | No. of shares | No. of shares |
| At 1 January | 794,715 | 548,051 |
| Shares acquired by The Kenmare Employee Benefit Trust | 134,884 | 694,843 |
| Shares distributed by The Kenmare Employee Benefit Trust | (350,058) | (448,179) |
| Closing balance | 579,541 | 794,715 |

As at 31 December 2025, the value of treasury shares held by The Kenmare Resources plc Employee Benefit Trust was $2.9 million (2024:

$3.6 million). During the year, treasury shares were purchased by The Kenmare Resources plc Employee Benefit Trust at an average price of $4.00.

The number of treasury shares held by The Kenmare Resources plc Employee Benefit Trust represents 0.006% of the total called-up share capital

of the Company.

Share-based payment reserve

The share-based payment reserve arises on the grant of shares under the Group’s share-based payment schemes as detailed in Note 6.

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19. Retained earnings

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Opening balance | 385,763 | 367,504 |
| (Loss)/profit for the financial year attributable to equity holders of the Parent | (325,048) | 64,891 |
| Exercise of share options | 807 | 1,486 |
| Dividends paid | (24,171) | (48,118) |
| Closing balance | 37,351 | 385,763 |

Retained earnings comprise the accumulated profit and losses in the current and prior financial years net of dividends, share buy-backs and

related costs, and adjustments relating to the share-based payment reserve.

In May 2025, the Company paid a final 2024 dividend of $15.3 million representing USc17.0 per share. In October 2025, the Company paid a 2025

interim dividend of USc10.00 per ordinary share, totalling $8.9 million.

20. Bank loans

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Borrowings | 204,658 | 77,991 |
| The borrowings are repayable as follows: |  |  |
| Less than one year | 5,792 | – |
| Between two and five years | 198,866 | 77,991 |
| Total carrying amount | 204,658 | 77,991 |

#### Borrowings

On 4 March 2024, the Group entered into a secured senior debt facility agreement (Senior Facility Agreement) with Absa Bank Limited (acting

through its Corporate and Investment Banking Division) (Absa), Nedbank Limited (acting through its Nedbank Corporate and Investment Banking

division) (Nedbank), Rand Merchant Bank and Standard Bank Group (Standard Bank).

The Senior Facility Agreement provides the Group with a $200 million Revolving Credit Facility (RCF). The finance documentation also provides

for a Mine Closure Guarantee Facility (provided by either the existing lenders or other finance providers) of up to $50 million, with the provider(s)

of such a facility sharing in the common security package.

The RCF has a maturity date of 4 March 2029. Interest is at SOFR plus a margin of 4.85% per annum. The RCF can be repaid or drawn down at any

stage throughout the term of the loan.

The security package consists of: (a) security over the Group’s bank accounts (subject to certain exceptions); (b) pledges of the shares of KMPL

and KMML (the Project Companies); and (c) security over intercompany loans.

The carrying amount of the secured bank accounts of the Group was $44.2 million as at 31 December 2025 (2024: $56.3 million). The shares of

the Project Companies and intercompany loans are not included in the consolidated statement of financial position as they are eliminated on

consolidation. They, therefore, do not have a carrying amount, but, upon enforcement of the pledges on behalf of the Lender group, the shares in

the Project Companies would cease to be owned or controlled by the Group. The secured rights and agreements do not have a nominal amount.

The Group entered into a mine closure guarantee facility with Standard Bank SA effective from 1 July 2025 for an amount of $41.0 million. This

guarantee shares the security package with the RCF on a pro rata and pari passu basis.

#### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

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|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
| Reconciliation of movements of debt to cash flows arising from financing activities | $’000 | $’000 |
| Bank loans |  |  |
| Balance at 1 January | 77,991 | 47,873 |
| Cash movements |  |  |
| RCF drawdown | 120,000 | 131,370 |
| Loan interest paid – Term loan | – | (2,694) |
| Loan interest paid – RCF | (6,720) | (2,396) |
| Principal paid – Term loan | – | (47,142) |
| Principal paid - RCF | – | (51,370) |
| Transaction costs paid | – | (2,911) |
| Non-cash movements |  |  |
| Loan interest accrued – Term loan | – | 1,050 |
| Loan interest accrued – RCF | 12,677 | 2,813 |
| Transaction costs amortised | 710 | 1,398 |
| Balance at 31 December | 204,658 | 77,991 |

Loan interest paid excludes lease liability interest as it is accounted for in Note 12.

#### Covenants

The finance documents contain a number of representations, covenants and events of default on customary terms, the breach of which could

lead to the secured parties under the finance documentation accelerating the outstanding loans and taking other enforcement steps, such as the

enforcement of some, or all, of the security interests, which could lead to, in extremis, the Group losing its interest in the Mine. The most salient

of the relevant terms that could lead to acceleration of the loans and/or enforcement of security relate to the effectiveness of key governmental

licences and agreement (including the Implementation Agreement) and the financial covenants.

All covenants have been complied with during the year. In December 2025, following a request by the Company, the lenders granted a reset of the

net debt to EBITDA covenant for the 31 December 2025 to a level of 3.0x. The key financial covenants are detailed below:

|  |  |  |  |
| --- | --- | --- | --- |
|  | As at |  |  |
|  | 31 December |  |  |
|  | 2025 |  | Covenant |
| Interest coverage ratio | 6.86 | Not less than | 4.00:1 |
| Net debt to EBITDA | 2.72 | Not greater than | 3.00:1 |
| Liquidity | $48,624,000 | Not less than | $25,000,000 |

The definition of the covenants under the debt facilities are set out below:

 

Interest coverage ratio is defined as the ratio of EBITDA to net interest cost

 

Net debt is defined as total financial indebtedness, excluding leases less consolidated cash and cash equivalents

 

Liquidity is defined as consolidated cash and cash equivalents plus undrawn amounts of the RCF

21. Provisions

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Mine closure provision | 16,237 | 14,275 |
| Mine rehabilitation provision | 7,741 | 6,958 |
|  | 23,978 | 21,233 |
| Current | 1,412 | 1,226 |
| Non-current | 22,566 | 20,007 |
|  | 23,978 | 21,233 |

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21. Provisions CONTINUED

|  |  |  |  |
| --- | --- | --- | --- |
|  | Mine | Mine |  |
|  | closure | rehabilitation |  |
|  | provision | provision | Total |
|  | $’000 | $’000 | $’000 |
| At 1 January 2024 | 17,540 | 5,462 | 23,002 |
| Increase in provision during the financial year | (3,985) | 3,718 | (267) |
| Provision utilised during the financial year | – | (2,222) | (2,222) |
| Unwinding of the discount | 720 | – | 720 |
| At 1 January 2025 | 14,275 | 6,958 | 21,233 |
| Increase in provision during the financial year | 1,279 | 3,123 | 4,402 |
| Provision utilised during the financial year | – | (2,340) | (2,340) |
| Unwinding of the discount | 683 | – | 683 |
| At 31 December 2025 | 16,237 | 7,741 | 23,978 |

The Mine closure provision represents the Directors’ best estimate of the Project Companies’ liability for close-down, dismantling and restoration

of the mining and processing site. A corresponding amount equal to the provision is recognised as part of property, plant and equipment. The

costs are estimated on the basis of a formal closure plan, are subject to regular review and are estimated based on the net present value of

estimated future costs. Mine closure costs are a normal consequence of mining, and the majority of close-down and restoration expenditure is

incurred at the end of the life of the Mine. The unwinding of the discount is recognised as a finance cost and $0.7 million (2024: $0.7 million) has

been recognised in the statement of comprehensive income for the financial year.

The main assumptions used in the calculation of the estimated future costs include:

 

A discount rate of 4.8% (2024: 4.8%);

 

An inflation rate of 2% (2024: 2%);

 

An estimated life of mine of 40 years (2024: 40 years). It is assumed that all licences and permits required to operate will be renewed or

extended during the life of mine; and

 

An estimated closure cost of $44.1 million (2024: $36.8 million) and an estimated post-closure monitoring provision of $3.8 million

(2024: $2.6 million).

As of December 2025, the mine closure provision has been discounted using a rate of 4.8%. This discount rate is based on the US Treasury

30-year bond yield, which serves as a benchmark for long-term, risk-free rates, with adjustments to reflect the Company’s specific risk profile.

The inflation rate applied to estimate future closure costs is based on projected US inflation rates. This approach ensures that cost estimates

remain aligned with expected economic conditions over the closure period, providing a realistic assessment of future obligations.

The life of mine plan is based on the Namalope, Nataka, Pilivili and Mualadi Ore Reserves and Mineral Resources, as set out in the Ore Reserve

and Mineral Resources table. Specific Mineral Resource material is included only where there is a high degree of confidence in its economic

extraction.

The discount rate is a significant factor in determining the Mine closure provision. A 1% increase in the estimated discount rate results in the Mine

closure provision decreasing by $4.8 million (2024: $4.5 million). A 1% decrease in the estimated discount rate results in the Mine closure provision

increasing by $6.4 million (2024: $6.7 million).

The Mine rehabilitation provision represents the Directors’ best estimate of the Company’s liability for rehabilitating areas disturbed by mining

activities. Rehabilitation costs are recognised based on the area disturbed and estimated cost of rehabilitation per hectare, which is reviewed

regularly against actual rehabilitation cost per hectare. Actual rehabilitation expenditure is incurred, approximately, 12 months after the area has

been disturbed. During the financial year, there was a release of $2.3 million (2024: $2.2 million) to reflect the actual mine rehabilitation costs

incurred, and an addition to the provision of $3.1 million (2024: $3.7 million) for areas newly disturbed.

22. Trade and other payables

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Trade payables | 19,400 | 13,480 |
| Deferred income | 2,199 | 2,415 |
| Accruals | 41,393 | 31,860 |
|  | 62,992 | 47,755 |

Included in accruals at the financial year-end is an amount of $0.2 million (2024: $2.5 million) for payroll and social insurance taxes.

Deferred income relates to sales contracts, which contain separate performance obligations for the sale of mineral products and the provision of

freight services. The portion of the revenue representing the obligation to perform the freight service is deferred and recognised over time as the

obligation is fulfilled, along with the associated costs.

#### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

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23. Current tax (asset)/liabilities

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Current tax liabilities/(asset) | 986 | (1,278) |

Refer to Note 9 for further information on the Group’s tax expense.

24. Financial instruments

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  | 2025 |  | 2024 |  |
|  | Carrying |  | Carrying |  |  |
|  | amount | Fair value | amount | Fair value |  |
|  | $’000 | $’000 | $’000 | $’000 |  |
| Financial assets at fair value through Other  comprehensive income |  |  |  |  |  |
| Trade receivables  1 | 8,325 | 8,325 | 28,148 | 28,148 | Level 2 |
| Financial assets not measured at fair value |  |  |  |  |  |
| Trade receivables  2 | 35,397 | 35,397 | 65,060 | 65,060 | Level 2 |
| Cash and cash equivalents | 48,624 | 48,624 | 56,683 | 56,683 | Level 2 |
|  | 92,346 | 92,346 | 149,891 | 149,891 |  |
| Financial liabilities not measured at fair value |  |  |  |  |  |
| Bank loans | 204,659 | 205,957 | 77,991 | 80,417 | Level 2 |

1

Relates to trade receivables, which may be discounted through the Barclay’s bank facility.

2

Relates to trade receivables, which will not be discounted.

The carrying amounts and fair values of financial assets and financial liabilities, including their levels in fair value hierarchy, are detailed above.

The table does not include fair value information for other receivables, prepayments, trade payables and accruals as these are not measured at

fair value.

Trade receivables where it is not known at initial recognition if they will be factored are classified as fair value through other comprehensive

income. Trade receivables which will not be factored and for which balances will be recovered under the sale contract credit terms are initially

measured at fair value and, subsequently, measured at amortised cost.

In the case of factored receivables, the Group derecognises the discounted receivable to which the arrangement applies when payment is

received from the bank as the terms of the arrangement are non-recourse. The payment to the bank by the Group’s customers are considered

non-cash transactions for the purposes of the consolidated statement of cashflows.

The valuation technique used in measuring Level 2 fair values is discounted cash flows, which considers the expected receipts or payments

discounted using adjusted market discount rates, or, where these rates are not available estimated discount rates.

The Group has exposure to credit risk, liquidity risk and market risk arising from financial instruments.

Risk management framework

The Board is ultimately responsible for risk management within the Group. It has delegated responsibility for the monitoring of the effectiveness

of the Group’s risk management and internal control systems to the Audit and Risk Committee. The Board and Audit and Risk Committee receive

reports from Executive management on the key risks to the business and the steps being taken to mitigate such risks. The Audit and Risk

Committee is assisted in its role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and

procedures, the results of which are reported to the Audit and Risk Committee.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or a counterparty to a financial instrument fails to meet its contractual obligations

and arises, principally, from the Group’s trade receivables from customers. The carrying amount of financial assets represents the maximum credit

exposure.

The Group’s exposure to credit risk is influenced by the individual circumstances of each customer. The Group also considers the factors that may

influence the credit risk of its customer base, including the default risk associated with the industry and country in which customers operate.

Before entering into sales contracts with new customers, the Group uses an external credit scoring system to assess the potential customer’s

credit quality. The credit quality of customers are reviewed regularly during the year and, where appropriate, credit limits or limits to the number of

shipments, which can be outstanding at any point, are imposed.

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24. Financial instruments CONTINUED

The Group’s customers have been transacting with the Group for a significant number of years. Invoices totalling $9.3 million for shipments

made to a customer during the year are unpaid at the financial year-end. A loss allowance of $4.7 million has been recognised at the financial

year-end in respect of this customer. The Group is pursuing all avenues for recovery, primarily on the basis of its retention of title. The shipments

in question were delivered to two separate customer operations, which are subject to individual restructuring and sales processes. In monitoring

other customer credit risk, customers are reviewed individually and the Group has not identified any factors that would merit reducing exposure

to any particular customer. The Group does not require collateral in respect of trade receivables.

The gross exposure to credit risk for trade receivables by geographic region was as follows:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Europe | 19,104 | 38,831 |
| USA | 9,846 | 23,551 |
| China | 3,045 | 21,127 |
| Asia (excluding China) | 5,969 | 7,808 |
| Africa | 162 | 134 |
| Total | 38,126 | 91,451 |

At 31 December 2025, $10.2 million (2024: $53.6 million) is due from the Group’s three largest customers.

A summary of the Group’s exposure to credit risk for trade receivables is as follows:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| External credit ratings at least Baa3 (Moody’s) | 8,325 | 28,148 |
| Other | 35,397 | 65,060 |
| Total gross carrying amount | 43,722 | 93,208 |
| Loss allowance | (5,596) | (1,757) |
| Total | 38,126 | 91,451 |

The following table provides ageing information relevant to the exposure to credit risk for trade receivables from individual customers. $9.3 million

were considered credit impaired at 31 December 2025 (2024:nil).

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  | More than 30 | More than 60 | More than 90 |  |
|  |  | days | days | days |  |
|  | Current | past due | past due | past due | Total |
|  | $’000 | $’000 | $’000 | $’000 | $’000 |
| 2025 | 34,398 | – | – | 9,324 | 43,722 |
| 2024 | 93,208 | – | – | – | 93,208 |

Expected credit loss assessment of trade receivables

For trade receivables measured at fair value through other comprehensive income and trade receivables measured at amortised cost, the Group

allocates to each customer a credit risk grade based on data that is determined to be predictive of the risk of loss (including but not limited to

external ratings, financial statements and available market information about customers) and applying experienced credit judgement.

The following table provides information about the exposure to credit risk and expected credit losses as at 31 December 2025.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  | Gross carrying | Impairment loss |  |
|  | Weight average | amount | allowance |  |
| Equivalent to Moody’s credit rating | loss rate | $’000 | $’000 | Credit impaired |
| Customer | 50.0% | 9,324 | 4,683 | Yes |
| Other | 3.5% | 26,073 | 913 | No |

The following table provides information about the exposure to credit risk and expected credit losses as at 31 December 2024.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  | Gross carrying | Impairment loss |  |
|  | Weight average | amount | allowance |  |
| Equivalent to Moody’s credit rating | loss rate | $’000 | $’000 | Credit impaired |
| Other | 2.7% | 65,060 | 1,757 | No |

#### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

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The movement in expected credit losses, in respect of trade receivables measured at amortised cost or fair value through other comprehensive

income during the year, was as follows:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Balance at 1 January | 1,757 | 1,580 |
| Net remeasurement of loss allowance | 3,839 | 177 |
| Balance at 31 December | 5,596 | 1,757 |

The credit risk on cash and cash equivalents is limited because funds are deposited with banks with high credit ratings assigned by international

credit rating agencies. For deposits in excess of $75 million the Group requires that the institution has an A- (S&P)/A3 (Moody’s) long-term rating.

For deposits in excess of $50 million, the Group requires that the institution has a BB- (S&P)/Ba3 (Moody’s) long-term rating. There were no

individual deposits in excess of these amounts in 2025.

At 31 December 2025 and 2024, cash was deposited with the following banks:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  | 2025 |  |  | 2024 |  |
|  |  | Long-term credit rating |  |  | Long-term credit rating |  |
|  | $ million | S&P | Moody’s | $ million | S&P | Moody’s |
| Barclays Bank plc | 43.7 | A+ / Stable | A1/ Stable | 23.4 | A+ / Stable | A1/ Stable |
| Absa Bank Mauritius Limited | 4.1 | – | Baa3 | 10.2 | – | Baa3 |
| Standard Bank Mauritius Limited | 0.1 | – | Ba2 | 10.0 | – | Ba2 |

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled

in cash payments. The Group’s objective when managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when they

are due.

The Group monitors mine payment forecasts, both operating and capital, which assist it in monitoring cash flow requirements and optimising

its cash return on investments. The Group aims to maintain the level of its cash and cash equivalents at an amount in excess of expected cash

outflows on financial liabilities. The Group monitors the level of expected cash inflows on trade receivables, together with expected cash outflows

on trade and other payables.

The Group has a trade facility with Barclays Bank for customers, which it sells to under letter of credit terms. Under this facility, Barclays Bank

confirms the letter of credit from the issuing bank and, therefore, assumes the credit risk. Barclays Bank may also discount these letters of credit,

thereby providing early payment of receivables to the Group. There is no limit under the Barclays Bank facility. During the year, trade receivables

of $125.4 million (2024: $152.5 million) were discounted under this facility. At the year-end, there were $8.3 million (2024: $28.1 million) of trade

receivables, which can be discounted under this facility. $20.1 million of trade receivables due for payment in 2026 were factored at the year-end

(2024: $30.5 million). The cost of this facility for the period, which amounted to $2.0 million (2024: $2.6 million), is included in finance costs in

the statement of comprehensive income and in net cash from operating activities in the statement of consolidated cash flows. The table below

summarises the maturity profile of the Group’s financial liabilities at 31 December 2025 based on the gross contractual undiscounted payments.

The bank loans are assumed not be repaid until maturity on 3 March 2029.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  | Between |  |
|  |  | Less than | two and five | More than |
|  | Total | one year | years | five years |
| Financial liabilities | $’000 | $’000 | $’000 | $’000 |
| Bank loans | 243,691 | 23,623 | 220,068 | – |
| Lease liabilities | 971 | 307 | 563 | 101 |
| Trade and other payables | 62,992 | 62,992 | – | – |
|  | 307,654 | 86,922 | 220,631 | 101 |

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24. Financial instruments CONTINUED

The table below summarises the maturity profile of the Group’s financial liabilities at 31 December 2024 based on the gross contractual

undiscounted payments:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  | Between |  |
|  |  | Less than | two and five | More than |
|  | Total | one year | years | five years |
| Financial liabilities | $’000 | $’000 | $’000 | $’000 |
| Bank loans | 112,056 | 8,060 | 103,996 | – |
| Lease liabilities | 1,629 | 390 | 899 | 340 |
| Trade and other payables | 47,755 | 47,755 | – | – |
|  | 161,440 | 56,205 | 104,895 | 340 |

As disclosed in Note 20, the Group has bank loans that contain loan covenants. A future breach of covenant may require the Group to repay

the loan earlier than indicated in the above table. Under the loan agreement, the covenants are monitored on a regular basis by Group finance

and regularly reported to management and the lenders to ensure compliance with the agreement. In December 2025, following a request by the

Company, the lenders granted a reset of the net debt to EBITDA covenant for the 31 December 2025 to a level of 3.0x. All covenants have been

complied with during the year.

Furthermore, the Group has authorised and committed expenditure on operations-related capital projects amounting to $57.9 million (2024:

$246.9 million) as disclosed in Note 26.

Risk concentration

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or

have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or

other conditions. Concentrations indicate the relative sensitivity of the Group’s performance to developments affecting a particular industry.

The Group evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and

industries and operate in largely independent markets. Details of concentration of revenue are included in Note 2.

Market risk

Market risk is risk that changes in market prices, foreign exchange rates and interest rates will affect the Group’s income statement. The objective

of market risk management is to manage and control market risk exposures while optimising returns.

Currency risk

The Group is exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales,

purchases, receivables and borrowings are denominated and the respective functional currencies of Group companies. The functional currency of

all Group entities is US Dollars. The presentational currency of the Group is US Dollars. Sales and bank loans are denominated in US Dollars, which

significantly reduces the exposure of the Group to foreign currency risk. Payable transactions are denominated in Mozambican Metical, South

African Rand, Euro, Sterling, Australian Dollar and Renminbi.

The Group has a forward contracts facility with Absa Bank Mauritius Ltd for the purchase and sale of US Dollars and South African Rand. The limit

on the facility is $24 million and the maximum tenor is three months. The Group also has a forward contracts facility with Standard Bank Mauritius

Ltd for the purchase of South African Rand. The limit on the facility is, approximately, $12.0 million and the maximum tenor is six months. There

were no forward contracts in place at the year-end.

Exposure to currency risk

The Group’s gross exposure to currency risk as at 31 December 2025 is as follows:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  | Mozambican | South African |  |  | Australian |  |
|  | Metical | Rand | Euro | Sterling | Dollar | Renminbi |
|  | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 |
| Trade and other receivables | 17,640 | 1,688 | 310 | – | – | – |
| Cash and cash equivalents | 344 | 1,040 | 516 | 617 | 2 | – |
| Bank loans | – | – | – | – | – | – |
| Leases | (576) | – | (395) | – | – | – |
| Trade and other payables | (31,406) | (4,654) | (1,301) | (118) | 265 | – |
| Net exposure | (13,998) | (1,926) | (870) | 499 | 267 | – |

The Group’s exposure to currency risk as at 31 December 2024 is as follows:

#### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

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|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  | Mozambican | South African |  |  | Australian |  |
|  | Metical | Rand | Euro | Sterling | Dollar | Renminbi |
|  | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 |
| Trade and other receivables | 8,067 | 1,405 | 1,349 | 15 | 335 | – |
| Cash and cash equivalents | 5,152 | 1,010 | 945 | 95 | 2 | 28 |
| Bank loans | – | – | – | – | – | – |
| Leases | – | – | (971) | – | – | – |
| Trade and other payables | (25,429) | (5,059) | (77) | – | (74) | – |
| Net exposure | (12,210) | (2,644) | 1,246 | 110 | 263 | 28 |

Sensitivity analysis

A strengthening or weakening of the Mozambique Metical, South African Rand, Euro, Sterling, Australian Dollar and Renminbi by 10% against the

US Dollar would have affected profit or loss by the amounts shown below. The analysis assumes that all other variables remain constant.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  | Mozambican | South African |  |  | Australian |  |
|  | Metical | Rand | Euro | Sterling | Dollar | Renminbi |
| Profit or loss | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 |
| 31 December 2025 |  |  |  |  |  |  |
| Strengthening | (1,400) | (193) | (87) | 50 | 27 | – |
| Weakening | 1,400 | 193 | 87 | (50) | (27) | – |
| 31 December 2024 |  |  |  |  |  |  |
| Strengthening | (1,221) | (264) | 125 | 11 | 26 | 3 |
| Weakening | 1,221 | 264 | (125) | (11) | (26) | (3) |

Interest rate risk

The loan facilities are arranged at variable rates and expose the Group to cash flow interest rate risk. Variable rates are based on one, three or six-

month SOFR. The borrowing rate at the financial year-end was 8.86% (2024: 9.63%). The interest rate profile of the Group’s loan balances at the

financial year-end was as follows:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Variable rate debt | 204,658 | 77,991 |

Under the assumption that all other variables remain constant, a reasonable possible change of 1% in the SOFR rate results in a $2.0 million (2024:

$0.8 million) change in finance costs for the financial year.

The above sensitivity analyses are estimates of the impact of market risks assuming the specified change occurs. Actual results in the future may

differ materially from these results due to developments in the global financial markets, which may cause fluctuations in interest rates to vary from

the assumptions made above and, therefore, should not be considered a projection of likely future events.

25. Capital management

The Group’s capital management objective is to ensure that entities in the Group will be able to continue as a going concern while maximising the

return to shareholders through the optimisation of debt and equity balances.

The principal activity of the Group is the operation of the Mine. The Group, therefore, manages its capital to ensure existing operations are

adequately funded and, based on planned mine production levels, that the Mine will continue to achieve positive cash flows allowing returns to

shareholders.

At 31 December 2025, the Group had total debt facilities (RCF) in place of $200 million (2024: $200 million), details of which was set out in Note

20, with its lender syndicate (Absa Bank, Nedbank, Rand Merchant Bank and Standard Bank).

The Board periodically reviews the capital structure of the Group, including the cost of capital and the risks associated with each class of

capital. The Group manages and, if necessary, adjusts its capital structure taking account of the underlying economic conditions. Any material

adjustments to the Group’s capital structure, in terms of the relative proportions of debt and equity, are approved by the Board. The Group is not

subject to any externally imposed capital requirements.

The definition of capital/capital structure of the Group consists of debt (which includes bank borrowings as disclosed in Note 20 and leases as

disclosed in Note 12) and equity attributable to equity holders of the Company, comprising issued capital, reserves, retained profits and other

reserves as disclosed in Notes 16 to 19.

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26. Capital commitments

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2025 | 2024 |
|  | ` | $’000 | $’000 |
| Contracts for future expenditure authorised by the Board: |  |  |  |
| Capital authorised and contracted |  | 57,852 | 246,850 |
| Capital authorised and not contracted |  | 45,689 | 79,160 |

Capital authorised and contracted represents the amount authorised and contracted at 31 December of the relevant financial year to be spent on

mine operations-related approved capital projects.

Capital authorised and not contracted represents the amount not contracted but authorised at 31 December of the relevant financial year to be

spent on mine operations-related approved capital projects.

27. Related party transactions

Remuneration of key management personnel

The remuneration of the Executive Committee, who are the key management personnel of the Group, is set out below in aggregate for each of the

categories specified in IAS 24 Related Party Disclosures.

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | $’000 | $’000 |
| Short-term employee benefits | 4,870 | 4,773 |
| Post-employment benefits | 332 | 335 |
| Share-based payments | 1,646 | 1,848 |
| Termination benefits | 318 | 1,414 |
| Total benefits | 7,167 | 8,369 |

Michael Carvill stepped down as a Director of the Company on 14 August 2024. Michael Carvill was retained as a consultant to the Company via

Zephyr Consulting Limited (a company controlled by Michel Carvill) until 30 April 2025 to provide services, in respect of the renewal of the IA,

WCP A’s upgrade and move to Nataka and other corporate matters. Under the agreement entered into in this regard, Zephyr Consulting Limited

was entitled to (a) a fixed monthly fee of €27,220 and (b) a completion fee of 100% of the payments due to him in the calendar year 2024 if the

IA was renewed on or before 21 December 2024. During 2025, a total of €108,880 (2024: €122,490) was paid to Zephyr Consulting Limited for the

fixed monthly fee under this consultancy arrangement. The completion fee did not become payable.

#### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

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28. Kenmare Resources plc

Kenmare Resources Public Company Limited is a public limited company. The place of registration is Ireland and the registered office address is

Styne House, Hatch Street Upper, Dublin 2. The registered number is 37550.

29. Events after the statement of financial position date

There have been no material events after the financial year-end that would require adjustment or disclosure in these financial statements.

30. Approval of financial statements

The financial statements were approved by the Board on 9 April 2026.

![]()

Notes

2025

$’000

2024

$’000

Assets

Non-current assets

Property, plant and equipment 2 133 277

Right-of-use asset 3 318 482

Investments in subsidiaries 4 806,483 805,294

806,934 806,053

Current assets

Amounts due from subsidiary undertakings 5 4,121 20,348

Trade and other receivables  6 345 410

Current tax assets 7 506 987

Cash and cash equivalents 8 1,906 6,420

6,878 28,165

Total assets 813,812 834,218

Equity

Capital and reserves attributable to the Company’s equity holders

Called-up share capital 9 97 97

Share premium 9 545,950 545,950

Other reserves 9 231,375 229,274

Retained earnings 31,127 54,530

Total equity 808,549 829,851

Non-current liabilities

Lease liabilities  3 149 396

149 396

Current liabilities

Amounts due to subsidiary undertakings 10 1,988 1,116

Lease liabilities 3 246 230

Trade and other payables 11 2,880 2,625

5,114 3,971

Total liabilities  5,263 4,367

Total equity and liabilities 813,812 834,218

In 2025 the Company made a profit of $0.8 million (2024: $91.9 million).

The accompanying notes form part of these financial statements.

On behalf of the Board:

T. Hickey  A. Webb

Director Director

9 April 2026  9 April 2026

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Kenmare Resources plc

#### PARENT COMPANY STATEMENT OF FINANCIAL POSITION

#### AS AT 31 DECEMBER 2025

![]()

Called-up

share

capital

$’000

Share

premium

$’000

Other

reserves

$’000

Retained

earnings

$’000

Total

$’000

Balance at 1 January 2024 97 545,950 229,740 9,226 785,013

Total comprehensive income for the year

Profit for the financial year – – – 91,936 91,936

Total comprehensive income for the year – – – 91,936 91,936

Transactions with owners of the Company

Recognition of share-based payment expense – – 3,584 – 3,584

Exercise of share-based payment awards – – (3,244) 1,486 (1,758)

Shares acquired by The Kenmare Resources plc Employee

Benefit Trust – – (3,169) – (3,169)

Shares distributed by The Kenmare Resources plc Employee

Benefit Trust  – – 2,363 – 2,363

Dividends paid – – – (48,118) (48,118)

Total contributions and distributions – – (466) (46,632) (47,098)

Balance at 1 January 2025 97 545,950 229,274 54,530 829,851

Total comprehensive income for the year

Profit for the financial year – – – 768 768

Total comprehensive income for the year – – – 768 768

Transactions with owners of the Company

Recognition of share-based payment expense – – 3,063 – 3,063

Exercise of share-based payment awards – – (1,673) – (1,673)

Shares acquired by The Kenmare Resources plc Employee

Benefit Trust – – (540) – (540)

Shares distributed by The Kenmare Resources plc Employee

Benefit Trust  – – 1,251 – 1,251

Dividends paid – – – (24,171) (24,171)

Total contributions and distributions – – 2,101 (24,171) (22,070)

Balance at 31 December 2025 97 545,950 231,375 31,127 808,549

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#### PARENT COMPANY STATEMENT OF CHANGES IN EQUITY

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

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1. Statement of accounting policies

The Company Financial Statements of Kenmare Resources plc (the Company) are prepared on a going concern basis under the historical cost

convention, in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and the Companies Act 2014.

In preparing these Financial Statements, the Company applies the recognition, measurement and disclosure requirements of International

Financial Reporting Standards as adopted by the EU (Adopted IFRS’s), but makes amendments where necessary in order to comply with the

Companies Act 2014 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.

The Company has taken advantage of the following disclosure exemptions under FRS 101:



A cash flow statement and related notes



Comparative period reconciliations for tangible fixed assets and share capital



Disclosures in respect of transactions with wholly owned subsidiaries



Disclosures in respect of capital management



The effects of new but not yet effective IFRS



Disclosures in respect of the compensation of key management personnel

As the consolidated financial statements of the Group are prepared in accordance with IFRS as adopted by the EU and include the equivalent

disclosures, the Company has also taken the exemptions under FRS 101 available in respect of the following disclosures:



Certain disclosures required by IFRS 2 Share-Based Payments



Certain disclosures required by IFRS 13 Fair Value Measurement



The disclosures required by IFRS 7 Financial Instruments: Disclosures



Certain disclosures required by IFRS 16 Leases

In accordance with Section 304(2) of the Companies Act 2014, the Company is availing of the exemption from presenting its individual statement

of comprehensive income to the Annual General Meeting and from filing it with the Companies Registration Office. The Company’s profit for

the financial year, determined in accordance with IFRS, is $0.8 million (2024: $91.9 million). The profit consists of income from shares in Group

undertakings, marketing and management services fee income less administration and other costs.

The financial statements have been prepared in US Dollars and are rounded to the nearest thousand.

The principal accounting policies adopted are the same as those set out for the Group financial statements except as noted below. The

accounting policies have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.

#### Accounting policies applying only to the Company financial statements

Investments in subsidiaries

Investments in subsidiary undertakings are accounted for under IAS 27 Separate Financial Statements. Investments in subsidiaries are recognised

at cost less impairment.

Equity-settled share-based payments granted by the Company to employees of subsidiary companies are accounted for as an increase in the

carrying value of the investment in subsidiary companies and the share-based payment reserve.

Where the Company enters into financial guarantee contracts to guarantee the indebtedness of companies within the Group, the financial

guarantee liability is, initially, measured at its fair value. The fair value of a financial guarantee contract is determined as the present value of the

cost of the guarantee for the total debt facility.

At each reporting date the financial guarantee liability is, subsequently, measured at the higher of: (i) the amount, initially, recognised less the

cumulative amount of income recognised in accordance with the principles of IFRS 15 Revenue from Contracts with Customers; and (ii) the loss

allowance, i.e. the expected credit losses under IFRS 9 Financial Instruments.

Impairment of investments in subsidiaries

At each reporting date, the Company reviews the carrying amounts of its investments in subsidiaries to determine whether there is any indication

that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to

determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the

Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value less costs to sell is the price that would be received

to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In assessing value in

use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments

of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of the asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset

(or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

#### NOTES TO THE COMPANY FINANCIAL STATEMENTS

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

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Where an impairment loss, subsequently, reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate

of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had

no impairment loss been recognised for the asset (or cash-generating unit) in prior financial years. A reversal of an impairment loss is recognised

as income immediately.

Amounts due from subsidiary undertakings

Amounts due from subsidiaries comprise of loans and borrowings and other receivables. All loans and borrowings are, initially, recorded at fair

value, net of transaction costs and allowances for expected credit losses. Loans and borrowings are, subsequently, stated at amortised cost.

Interest income is recognised using the effective interest method calculated by applying the effective interest rate to the gross carrying amount

of a financial asset. Interest income is recognised in profit or loss.

Other receivables due from subsidiaries are, initially, recognised at their transaction value and, subsequently, carried at amortised cost, net of

allowance for expected credit loss.

Impairment of amounts due from subsidiary undertakings

The Company recognises a loss allowance for expected credit losses on financial assets. The amount of expected credit losses is updated at

each reporting date to reflect changes in credit risk since initial recognition of the financial asset. When determining whether the credit risk of a

financial asset has increased the Company considers credit risk ratings where available, the Company’s historical credit loss experience, adjusted

for factors that are specific to the counterparts, general economic conditions, and an assessment of both the current as well as the forecast

conditions at the reporting date.

The Company considers a financial asset to be in default when there is information indicating that the debtor is in severe financial difficulty and

there is no realistic prospect of recovery, e.g. when the debtor has been placed in liquidation or has entered into bankruptcy proceedings. The

Company considers a financial asset to be credit-impaired when there is evidence that the debtor is in significant financial difficulty and the debt

is more than 90 days past due.

Amounts due to subsidiary undertakings

Amounts due to subsidiary undertakings are initially, measured at fair value and, subsequently, measured at amortised cost using the effective

interest rate method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest

expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees,

transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period,

to the amortised cost of a financial liability. The Company derecognises financial liabilities when, and only when, the Company’s obligations are

discharged, cancelled or have expired.

#### Critical accounting judgements and key sources of estimation uncertainty

Key sources of estimation uncertainty

The preparation of financial statements requires the Directors to make estimates and assumptions that affect the amounts reported for assets

and liabilities as at the reporting date. The nature of estimation means the actual outcomes could differ from those estimates. The main areas

subject to estimation uncertainty are detailed below.

Impairment of non-current assets

Where there are indicators of impairment of non-current assets, the Company performs impairment tests based on fair value less costs to sell

or a value-in-use calculation. The fair value less costs to sell calculation is based on available data from binding sales transactions in an arm’s

length transaction on similar assets or observable market prices less incremental costs for disposing of the asset. The value-in-use calculation is

based on a discounted cash flow model. The cash flows are derived from the budget and do not include restructuring activities that are not yet

committed to, or significant, future financial assets that will enhance performance of the financial assets being tested. The value-in-use calculation

is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash flows. Additionally, in some

instances, the Company obtains a third-party valuation of a financial asset and relies on this source if the valuation is current.

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Kenmare Resources plc

2. Property, plant and equipment

Fixtures and

fittings

$’000

Total

$’000

Cost

At 1 January 2025 934 934

Disposal – –

At 31 December 2025 934 934

Accumulated depreciation

At 1 January 2025 657 657

Charge for the financial year 144 144

At 31 December 2025 801 801

Carrying amount

At 31 December 2025 133 133

At 1 January 2025 277 277

At each reporting date, the Company assesses whether there is any indication that property, plant and equipment may be impaired. No

impairment indicators were identified as at 31 December 2025 or 31 December 2024.

3. Right-of-use assets

Land and

buildings

$’000

At 1 January 2024 682

Depreciation expense (200)

At 31 December 2024 482

Depreciation expense (164)

At 31 December 2025 318

On 1 January 2019, the Group recognised lease liabilities of $3.3 million in respect of right-of-use assets being its head office at Styne House,

Dublin. The Styne House lease has a term of 10 years commencing August 2017 and rental payments are fixed for the remainder of the lease term.

This lease obligation is denominated in Euros.

At each reporting date, the Company assesses whether there is any indication that right-of-use assets may be impaired. No impairment indicators

were identified as at 31 December 2025 or 31 December 2024.

Set out below are the carrying amounts of lease liabilities at each reporting date:

2025

$’000

2024

$’000

Current 246 230

Non-current 149 396

Total  395 626

The income statement includes the following amounts relating to leases:

2025

$’000

2024

$’000

Depreciation expense 164 200

Interest expense on lease liabilities  44 59

Total  208 259

#### NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

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4. Investments in subsidiaries

`

2025

$’000

2024

$’000

Opening balance 805,294 804,010

Capital contribution 1,189 1,284

Closing balance 806,483 805,294

The investment balance of $806.5 million (2024: $805.3 million) comprises an investment in the Project Companies amounting to $792.7 million

(2024: $792.7 million) and, subsequent, capital contributions of $13.7 million (2024: $12.5 million). It also comprises an initial investment of

$0.1 million in Kenmare Resources Consulting (Beijing) Co. Ltd and less than $500 in the other subsidiary undertakings of the Company when

those entities were established.

The Company is involved in a Group share-based payment scheme whereby the Company has an obligation to settle awards relating to

employees of subsidiaries and is, therefore, considered the settling entity. The Company accounts for the arrangement in accordance with IAS

27 Separate Financial Statements and recognises an addition to the cost of its investment in the relevant subsidiary undertakings. The capital

contribution relating to share awards of the Project Companies amounts to $10.8 million (2024: $9.6 million). The total amount recognised as an

addition under Group share-based payment schemes during the year was $1.2 million (2024: $1.5 million).

The Company has undertaken to guarantee the debt of its subsidiaries. The Company has elected to account for intra-group guarantees in

accordance with IFRS 9 Financial Instruments.

IFRS 9 Financial Instruments requires a financial liability to be measured at its fair value in relation to the intra-group guarantee contracts at initial

recognition, with the corresponding entry recorded as an investment in subsidiary. Subsequently, the financial liability is measured at the higher

of: (i) the initial fair value less the cumulative amount of income recognised in accordance with the principles of IFRS 15 Revenue from Contracts

with Customers; and (ii) the expected credit loss. Amortisation for the unwinding of the financial liability is recognised within profit or loss over the

period of the guarantee contract.

The guarantee has been valued at nil on the basis it was made to allow funds to flow to the Company from its subsidiary undertakings without

affecting Lender security but not as a realistic mechanism to have debt repaid if the subsidiary undertakings were to default.

The subsidiary undertakings of the Company as at 31 December 2025 are as follows:

Place of

incorporation

Place of

operation

Percentage

ownership

Kenmare C.I. Limited Jersey Jersey 100%

Congolone Heavy Minerals Limited Jersey Mozambique 100%

Kenmare Moma Mining (Mauritius) Limited  Mauritius Mozambique 100%

Kenmare Moma Processing (Mauritius) Limited Mauritius Mozambique 100%

Mozambique Minerals Limited Jersey Mozambique 100%

Kenmare Mineral Resources Consulting (Beijing) Co. Ltd China China 100%

Each of the subsidiary undertakings has issued ordinary shares only. The activities of the above subsidiary undertakings are mining, mineral

exploration, management and development.

The registered office of the Irish company is Styne House, Hatch Street Upper, Dublin 2, D02 DY27. The registered office of the Jersey companies

is Zedra Trust Company (Jersey) Limited, 19-21 Broad Street, St. Helier, Jersey. The registered office of the Mauritian companies is 10th Floor,

Standard Chartered Tower, 19 Cybercity, Ebene, Mauritius. The registered office of the China company is 5-304B20, 3F, No.1 Building, No.1

Courtyard, Yue Tan South Street, Xicheng District, Beijing, China.

The Company carried out an impairment review of investments in subsidiary undertakings as at 31 December 2025. As a result of the review,

an indicator of impairment was identified in the Company’s investment in KMPL and KMML as a result of the carrying value of the Company’s

investment in subsidiaries being in excess of the Group’s market capitalisation.

In accordance with IAS 36, management calculated the recoverable amount of both investments, which, for the purposes of the impairment test

were considered collectively to form part of a cash-generating unit, namely the Moma Titanium Minerals Mine. As a result of the impairment

review, management concluded that the recoverable amount of the cash-generating unit exceeded the carrying amount and, as such, no

impairment loss was recorded. Further information on the assumptions used in the impairment test can be found in Note 11 to the Group

Consolidated Financial Statements.

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Kenmare Resources plc

5. Amounts due from subsidiary undertakings

2025

$’000

2024

$’000

Loans and borrowings – 14,988

Other payables 4,121 5,360

Closing balance 4,121 20,348

Under the terms of a management services agreement and marketing services agreement between the Company and the Project Companies,

the Company earned $11.5 million (2024: $11.1 million) in respect of management services provided during the year to both Project Companies

and $9.5 million (2024: $11.8 million) in respect of marketing services provided during the year to KMPL. The collective amount outstanding at the

year-end in relation to these services is $4.1 million (2024: $5.4 million).

During the year, the loan was repaid in full by the Project Companies.

6. Trade and other receivables

2025

$’000

2024

$’000

Prepayments 345 410

7. Tax assets

2025

$’000

2024

$’000

Tax asset 506 987

The Company has made advanced preliminary tax payments on its estimated 2025 tax liability to the Irish Revenue Commissioners.

8. Cash and cash equivalents

2025

$’000

2024

$’000

Cash at bank and in hand 1,906 6,420

9. Share capital, share premium and other reserves

Relevant disclosures on the Company’s share capital, share premium and other reserves are given in Notes 16 to 19 to the Group Consolidated

Financial Statements.

10. Amounts due to subsidiary undertakings

2025

$’000

2024

$’000

Other payables 1,988 1,116

During the year, costs of $3.1 million (2024: $2.2 million) were recharged to the Company by Kenmare C.I. Limited under a Group cost agreement.

The amount due to Kenmare C.I. Ltd under the Group cost agreement is $1.6 million (2024: $0.7 million) at year-end.

During the year, costs of $0.3 million (2024: $0.5 million) were recharged to the Company by its subsidiary, Mozambique Minerals Limited, under a

Group cost agreement. The amount due to Mozambique Minerals Ltd is $0.2 million (2024: $0.4 million) at year-end.

During the year, services of $0.5 million (2024: $0.2 million) were charged to the Company by its subsidiary, Kenmare Resources Consulting

(Beijing) Co. Ltd under a consultancy service agreement. The amount due to Kenmare Mineral Resources Consulting (Beijing) Co. Ltd is

$0.1 million (2024: $nil) at year-end.

#### NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED

#### FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

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209

Annual Report and Accounts 2025

FINAN CIALS

11. Trade and other payables

2025

$’000

2024

$’000

Trade payables 921 3

Accruals 1,959 2,622

2,880 2,625

12. Financial risk management

2025 2024

Carrying

amount

$’000

Fair value

$’000

Carrying

amount

$’000

Fair value

$’000

Financial assets not measured at fair value

Loans and borrowings – – 14,988 14,988  Level 2

Cash and cash equivalents 1,906 1,906 6,420 6,420  Level 2

1,906 1,906 21,408 21,408

The carrying amounts and fair values of financial assets and financial liabilities including their levels in fair value hierarchy are detailed above. The

table does not include fair value information for other receivables, prepayments, trade payables and accruals as these are not measured at fair

value as the carrying amount is a reasonable approximation of their fair value.

#### Credit risk management

Credit risk is the risk of financial loss to the Company’s if a customer or a counterparty to a financial instrument fails to meet it contractual

obligations and arises, principally, from the Company’s trade receivables from customers. The carrying amount of financial assets represents the

maximum credit exposure. The expected credit losses provided against amounts due from subsidiary undertakings is nil (2024: $0.4 million).

#### Foreign exchange risk management

The Company does not have any material assets or liabilities denominated in any currency other than US Dollars at 31 December 2025 or at

31 December 2024, which would give rise to a significant transactional currency exposure.

13. Dividends

The dividends paid in respect of ordinary share capital were as follows:

2025

$’000

2024

$’000

Dividends  24,171 48,118

In May 2025, the Company paid a final 2024 dividend of $15.3 million representing USc17.0 per share. In October 2025, the Company paid a 2025

interim dividend of USc10.00 per ordinary share, totalling $8.9 million.

14. Events after the statement of financial position

There have been no material events after the financial year-end that would require adjustment or disclosure in these financial statements.

15. Approval of financial statements

The financial statements were approved by the Board on 9 April 2026.

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In 2025, I contributed to Kenmare’s digital

transformation through the transition to

eKIMS (Electronic Kenmare Integrated

Management System). A critical priority was

ensuring that the new platform enforced

strict compliance with governance and

legal protocols. It is also significantly more

accessible than the previous system, with a

mobile app allowing our teams to access and

report critical compliance and operational

data directly from the field in real time. This

helps to ensure that Kenmare remains at the

forefront of responsible mining.

PAULINE SIMAMANE

ACTING ENVIRONMENT, HEALTH AND SAFETY MANAGER

210

Kenmare Resources plc

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# OTHER

# INFORMATION

 Shareholder profile

212

 Glossary – alternative performance measures

213

 Glossary – terms

215

 General information

218

#### Contents

#### FINANCIAL TRANSITION

During 2025, Kenmare incurred peak capital

expenditure on the Wet Concentrator Plant A

upgrade project. In 2026 and beyond, the Company

is transitioning to a significantly lower capital

expenditure schedule.

Throughout this period of transition,

Kenmare remains focused on its purpose of

Transforming resources into

opportunity for all.

211

Annual Report and Accounts 2025

OTHER INFORMATION

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#### Size of holdings

No. of

shareholders

No. of

shares held

1–1,000 591 97,178

1,001–5,000 52 101,894

5,001–25,000 12 121,912

25,001–100,000 2 108,434

Over 100,000 1 88,798,743

Total 658 89,228,161

#### Geographic distribution of holdings

No. of

shareholders

No. of

shares held

Republic of Ireland 188 103,482

Northern Ireland and Great Britain 353 89,099,409

Other 117 25,270

Total 658 89,228,161

212

Kenmare Resources plc

#### SHAREHOLDER PROFILE

#### BASED ON THE REGISTER AS AT 1 APRIL 2026

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213

Annual Report and Accounts 2025

OTHER INFORMATION

#### GLOSSARY – ALTERNATIVE PERFORMANCE

#### MEASURES

Certain financial measures set out in the Annual Report to 31 December 2025 are not defined under International Financial Reporting Standards

(IFRS), but represent additional measures used by the Board to assess performance and for reporting both internally and to shareholders and

other external users. Presentation of these Alternative Performance Measures (APMs) provides useful supplemental information which, when

viewed in conjunction with the Group’s IFRS financial information, allows for a more meaningful understanding of the underlying financial and

operating performance of the Group.

These non-IFRS measures should not be considered as an alternative to financial measures as defined under IFRS. Descriptions of the APMs

included in this report, as well as their relevance for the Group, are disclosed below.

APM Description Relevance

Adjusted EBITDA Operating profit/loss before depreciation,

amortisation and impairment losses

Eliminates the effects of financing, tax, depreciation and

impairment losses to allow assessment of the earnings and

performance of the Group

Adjusted EBITDA margin Percentage of Adjusted EBITDA to Mineral

Product Revenue

Provides a Group margin for the earnings and performance of

the Group

Capital costs Additions to property, plant and equipment in

the period

Provides the amount spent by the Group on additions to property,

plant and equipment in the period

Cash operating cost per

tonne of finished product

produced

Total costs less freight and other non-cash

costs, including depreciation and inventory

movements divided by final product

production (tonnes)

Eliminates the non-cash impact on costs to identify the actual

cash outlay for production and, as production levels increase

or decrease, highlights operational performance by providing a

comparable cash cost per tonne of product produced over time

Cash operating cost per

tonne of ilmenite net of

co-products

Cash operating costs less revenue of zircon,

rutile and concentrates, divided by ilmenite

production (tonnes)

Eliminates the non-cash impact on costs to identify the actual

cash outlay for production and, as production levels increase

or decrease, highlights operational performance by providing a

comparable cash cost per tonne of ilmenite produced over time

Net cash/debt Bank loans before transaction costs, loan

amendment fees and expenses plus lease

liabilities net of cash and cash equivalents

Measures the amount the Group would have to raise through

refinancing, asset sale or equity issue if its debt were to fall due

immediately, and aids in developing an understanding of the

leveraging of the Group

ROCE Return on capital employed  Measures how efficiently the Group generates profits from

investment in its portfolio of assets

Shareholder returns Dividends and share buy-backs Shareholder returns comprise the interim dividend, the proposed

final dividend to be approved by shareholders at the AGM and any

share buy-backs

#### Adjusted EBITDA

2021

$m

2022

$m

2023

$m

2024

$m

2025

$m

Operating profit/(loss) 151.1 233.4 155.1 89.2 (300.4)

Depreciation 63.1 64.6 65.2 67.9 57.1

Impairment loss – – – – 301.3

Adjusted EBITDA  214.2 298.0 220.3 157.1 58.0

#### Adjusted EBITDA margin

2021

$m

2022

$m

2023

$’m

2024

$’m

2025

$’m

Adjusted EBITDA  214.2 298.0 220.3 157.1 58.0

Mineral product revenue 420.5 498.4 437.1 392.1 312.1

Adjusted EBITDA margin (%) 51% 60% 50% 40% 19%

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214

Kenmare Resources plc

#### Cash operating cost per tonne of finished product

2021

$m

2022

$m

2023

$m

2024

$m

2025

$m

Cost of sales 295 282.7 294.9 319.4 310.2

Administrative expenses 9.8 9.9 8.4 6.2 17.4

Total operating costs 304.8 292.6 303.3 325.6 327.6

Freight (35.4) (27.6) (21.4) (22.7) (16.5)

Total operating costs less freight  267.5 265.0 281.9 302.9 311.1

Non-cash costs

Depreciation and amortisation (63.1) (64.6) (65.2) (67.9) (57.1)

Other non-cash costs (0.2) (1.1) – (0.2) (8.3)

Share-based payments (1.1) (2.2) (3.3) (3.6) (3.1)

Mineral product inventory movements (9.3) 21.6 14.7 12.4 0.1

Total cash operating costs 195.7 218.7 228.1 243.6 242.7

Final product production tonnes 1,228,500 1,200,800 1,091,500 1,115,300 1,004,000

Cash operating cost per tonne of finished product $159 $182 $209 $219 $242

#### Cash operating cost per tonne of ilmenite

2021

$m

2022

$m

2023

$’m

2024

$’m

2025

$’m

Total cash operating costs 195.7 218.7 228.1 243.6 242.7

Less revenue from co-products zircon, rutile and

concentrates (85.8) (150.9) (122.0) (100.4) (85.4)

Total cash costs less co-product revenue  109.9 67.8 106.1 143.2 157.3

Ilmenite product production tonnes 1,119,400 1,088,300 986,300 1,008,900 842,300

Cash operating cost per tonne of ilmenite $98 $62 $108 $142 $187

#### Net cash/debt

2021

$’m

2022

$’m

2023

$’m

2024

$’m

2025

$’m

Bank debt (148.1) (78.6) (47.9) (78.0) (204.7)

Transaction costs (3.8) (2.2) (0.9) (2.4) (1.7)

Gross debt (151.9) (80.8) (48.8) (80.4) (206.4)

Lease liabilities (2.2) (1.8) (1.5) (1.3) (1.0)

Cash and cash equivalents 69.1 108.3 71.0 56.7 48.6

Net cash/(debt) (85.0) 25.7 20.7 (25.0) (158.8)

#### Return on capital employed

Restated

$m

2022

$’m

2023

$’m

2024

$’m

2025

$’m

Operating profit (excluding impairment loss) 151.1 233.4 155.1 89.2 1.0

Total equity and non-current liabilities 1,045.4 1,170.4 1,180.9 1,260.1 1,036.9

ROCE 15% 20% 13% 7% 0%

#### GLOSSARY – ALTERNATIVE PERFORMANCE

#### MEASURES CONTINUED

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215

Annual Report and Accounts 2025

OTHER INFORMATION

#### GLOSSARY – TERMS

Term Description

AGM Annual General Meeting

BOMP Biodiversity Offset Management Plan

CIF This term means the seller delivers when the goods pass the ship’s rail in the port of shipment. Seller must pay the

cost and freight necessary to bring goods to named port of destination. Risk of loss and damage are the same as CFR.

The seller also has to procure marine insurance against buyer’s risk of loss/damage during the carriage. Seller must

clear the goods for export. This term can only be used for sea transport

CISM Centro de Investigação em Saúde de Manhiça

CFR This term means the seller delivers when the goods pass the ship’s rail in port of shipment. The seller must pay the

costs and freight necessary to bring the goods to the named port of destination, but the risks of loss or damage, as

well as any additional costs due to events occurring after the time of delivery, are transferred from seller to buyer;

seller must clear goods for export. This term can only be used for sea transport

Chloride slag Chloride slag is a high-grade titanium dioxide feedstock, typically containing 85–90% TiO2,

specifically produced for use in chloride pigment and titanium manufacturing processes

Collective bargaining The negotiation process between employers and workers (or unions) over wages, working conditions, and rights

CO

2

e Carbon Dioxide equivalent

CPTu CPTu is a cone penetration test that provides geotechnical information assisting in understanding of the orebody

parameters such as hardness

CSRD Corporate Sustainability Reporting Directive

CTP Climate Transition Plan

The Company or

Parent Company

Kenmare Resources plc

Decarbonisation The process of reducing carbon dioxide emissions, often through energy efficiency, electrification, or carbon capture

DFS Definitive Feasibility Studies. These are the most detailed studies and are used to determine definitively whether to

proceed with a project. A Definitive Feasibility Study will be the basis for capital appropriation, and will provide the

budget figures for the project. Detailed Feasibility Studies require a significant amount of formal engineering work and

are accurate to within approximately 10–15%

EdM Electricidade de Moçambique

EGM Extraordinary General Meeting

ESIA Environmental and Social Impact Assessment

ESRS Environmental Sustainability Reporting Standards

FOB This term means that the seller delivers when the goods pass the ship’s rail at the named port of shipment. This

means the buyer has to bear all costs and risks to the goods from that point. The seller must clear the goods for

export. This term can only be used for sea transport

Free Cash Flow Free Cash Flow is the cash generated by the Group in a reporting period before distributions to shareholders

Gender diversity  Percentage of women in the workforce

GHG emissions Scope 1 and 2 Greenhouse Gas emissions. The Group acknowledges the human contribution to climate change and

aims to reduce emissions its already low carbon intensity operations

GISTM Global Industry Standard of Tailings Management

Group or Kenmare Kenmare Resources plc and its subsidiary undertakings

GTMI Global Tailings Management Institute

Ha Hectares

HCB Hidroelectrica de Cahora Bassa

HMC Heavy Mineral Concentrate extracted from mineral sands deposits and which include ilmenite, zircon, rutile and other

heavy minerals and silica

ICMM International Council on Mining and Metals

Implementation

Agreement

The agreement for the Moma Heavy Mineral Sands Industrial Free Zone Project between Kenmare Moma Processing

Limited (a company incorporated in Jersey whose rights and interests were transferred to KMPL in November 2002),

a wholly owned subsidiary of Kenmare, and Mozambique dated 21 January 2002

Incoterms International Commercial Terms are 11 internationally recognized, three-letter rules published by the International

Chamber of Commerce (ICC) that define seller and buyer responsibilities in global trade.

IPCC Intergovernmental Panel on Climate Change

IRO Impacts, Risks and Opportunities

KMAD Kenmare Moma Development Association

KMML Kenmare Moma Mining (Mauritius) Limited

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216

Kenmare Resources plc

Term Description

KMML

Mozambique Branch

Mozambique branch of KMML

KMPL Kenmare Moma Processing (Mauritius) Limited

KMPL

Mozambique Branch

Mozambique branch of KMPL

KRSP Kenmare Resources plc Restricted Share Plan

Lenders Absa Bank Limited (acting through its Corporate and Investment Banking Division) (Absa), Nedbank Limited (acting

through its Nedbank Corporate and Investment Banking division) (Nedbank), Rand Merchant Bank and Standard

Bank Group (Standard Bank)

LTI Lost Time Injury. This measures the number of injuries at the Mine that result in an employee not being able to attend

his next shift

LTIFR Lost Time Injury Frequency Rate; measures the number of LTIs per 200,000 man hours worked on site

Marketing – finished

products shipped

Finished products shipped to customers during the period

Mining – HMC

produced

Heavy Mineral Concentrate extracted from mineral sands deposits and which includes ilmenite, zircon, rutile,

concentrates and other heavy minerals and silica. Provides a measure of Heavy Mineral Concentrate extracted from

the Mine

Moma, Moma Mine,

the Mine or Site

The Moma Titanium Minerals Mine consisting of a heavy mineral sands mine, processing facilities and associated

infrastructure, which is located on the north-east coast of Mozambique under licence to the Project Companies

Mine Closure

Guarantee Facility

$33 million mine closure guarantee facility between the Group and Standard Bank SA effective from 1 July 2024

MSP Mineral Separation Plant

Mtpa Million tonnes per annum

Net Zero Achieving a balance between the greenhouse gases emitted and removed from the atmosphere

No Net Loss (NNL) A conservation principle aiming to balance environmental damage by restoring or compensating for biodiversity loss

NOSA National Occupational Safety Association

OIA Oman Investment Authority formerly the State General Reserve Fund of the Sultanate of Oman

Ordinary shares Ordinary shares of €0.001 each in the capital of the Company

PFS A Feasibility Study is an evaluation of a proposed mining project to determine whether the mineral resource can be

mined economically. Pre-Feasibility Study is used to determine whether to proceed with a detailed feasibility study

and to determine areas within the project that require more attention. Pre-Feasibility Studies are done by factoring

known unit costs and by estimating gross dimensions or quantities once conceptual or preliminary engineering and

mine design has been completed

Possible offer The non-binding proposal from Oryx Global Partners Limited and Michael Carvill regarding a possible all cash offer

for the entire issued and to be issued ordinary share capital of Kenmare which was announced by the Company on

6 March 2025.

Processing – finished

products produced

Finished products produced by the mineral separation process; provides a measure of finished products produced

from the processing plants

Project Companies KMML and KMPL, both wholly owned subsidiary undertakings of Kenmare Resources plc, which are incorporated in

Mauritius

PSEPA Primeiras e Segundas Islands Protected Area

RAP Resettlement Action Plan

Revolving Credit

Facility

$200 million Revolving Credit Facility made available under the Senior Facilities Agreement dated 4 March 2024

between the Lenders, the Lenders’ agents, KMML Mozambique Branch and KMPL Mozambique Branch as borrowers,

and the Company, Kenmare C.I. Limited and Congolone Heavy Minerals Limited

REE Rare Earth Elements

RUPS Rotary Uninterruptible Power Supply

SASB Sustainability Accounting Standards Board

SOFR Secured Overnight Financing Rate

Scope 1, 2, and 3

emissions

Scope 1: Direct emissions from company-owned operations

Scope 2: Indirect emissions from purchased energy

Scope 3: Indirect emissions from the company’s value chain (e.g., suppliers, transportation)

#### GLOSSARY – TERMS CONTINUED

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217

Annual Report and Accounts 2025

OTHER INFORMATION

Term Description

SMO Selective Mining Operation

SSP Shared Socioeconomic Pathways

Supply chain due

diligence

Assessing environmental and human rights risks in the sourcing of materials and services

Tailings management The handling and storage of leftover material after ore extraction, which can contain toxic elements

TCFD Task Force on Climate Related Financial Disclosures

THM Total Heavy Minerals in the ore of which ilmenite (typically 82%), rutile (typically 2.0%) and zircon (typically 5.5%) total

approximately 90%

TSF Tailings Storage Facility

UK United Kingdom of Great Britain and Northern Ireland

WCP Wet Concentrator Plant

WCP A The original WCP, which started production in 2007

WCP B The second WCP, which started production in 2013

WCP C The third WCP, which started production in 2020

WHIMS Wet High Intensity Magnetic Separation Plant

Whistleblower

Protection

Mechanisms for employees and stakeholders to report misconduct without fear of retaliation

WRI World Resources Institute

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#### Company Secretary

Chelita Healy

#### Registered office

Kenmare Resources plc

Styne House

Hatch Street Upper

Dublin 2

D02 DY27

#### Registered number

37550

Independent auditor

#### KPMG

Chartered Accountants, Statutory Audit Firm

1 Stokes Place

St. Stephen’s Green

Dublin 2

D02 DE03

#### Solicitors

#### McCann FitzGerald

Riverside One

Sir John Rogerson’s Quay

Dublin 2

D02 X576

#### Bankers

#### Absa Bank (Mauritius) Limited

1st Floor Absa House

68 Wall Street

Cybercity

Ebene 72201

Mauritius

#### Absa Bank Moçambique

Torres Rani, Edifício de Escritórios

16º Andar

Av. da Marginal nº 141

Maputo

Moçambique

#### AIB Bank Plc

140 Lower Drumcondra Road

Dublin 9

D09 YY61

#### Barclays Capital

1 Churchill Place

London

E14 5HP

#### FirstRand Bank Limited

Austin Friars House

2-6 Austin Friars

London

EC2N 2HD

#### Nedbank Limited

7th Floor

12 Arthur Street

London

EC4R 9AB

#### Standard Bank (Mauritius) Limited

Level 9 Tower A

1 Cybercity

Ebene 72201

Mauritius

#### Registrar

#### Computershare Investor Services (Ireland) Limited

3100 Lake Drive Citywest Business Campus Dublin 24 D24 AK82

#### Website

www.kenmareresources.com

218

Kenmare Resources plc

#### GENERAL INFORMATION

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The production of this report supports the work of the

Woodland Trust, the UK’s leading woodland conservation

charity. Each tree planted will grow into a vital carbon store,

helping to reduce environmental impact as well as creating

natural havens for wildlife and people.

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Kenmare Resources plc

4th Floor

Styne House

Hatch Street Upper

Dublin 2

Ireland

T: +353 1 671 0411

F: +353 1 671 0810

E: info@kenmareresources.com

www.kenmareresources.com