Corporate Governance

Prior to the commencement of any major programme of work, we consult extensively with local people. We keep them informed of our activities at every stage, to ensure awareness of our progress. Official establishments, such as the Offices of Local Government and the Mayoral Office, Gendarmerie, Fire and Forestry departments are consulted on key aspects of our work programmes before they are initiated.

The Ariana Board of Directors aims to conform to statutory responsibilities and industry best practice in relation to corporate governance of Ariana and its subsidiaries.

The Board has adopted the latest version of the QCA Corporate Governance Code (2023) (“QCA Code”) and strives to follow the 10 principles outlined within it to the fullest extent possible taking into consideration the stage of development of the Company. Implementation of all aspects of the QCA Code is ongoing.

Details of how the Company addresses the key governance principles defined in the QCA code are set out below, and are found in more detail in the Corporate Governance Report on the Company’s website at https://www.arianaresources.com/investors/aim-rule-26 (Corporate Governance) in accordance with AIM Rule 26.

To the extent applicable, the Company has also adopted The Corporate Governance Principles and Recommendations (4th Edition) as published by ASX Corporate Governance Council.

Principle 1

Establish a purpose, strategy and business model which promote long-term value for shareholders

• The purpose, strategy and business models are articulated further in the Corporate Governance Report.
• The Company’s purpose is to achieve sustainable long-term growth through robust and cost-efficient gold exploration, development and production.
• The Board has developed and implemented a strategy and business model which it believes will achieve long-term value for shareholders.
• Our superior utilisation of technologies has allowed us to identify, advance and develop projects rapidly, at a discovery cost less than half that of our peers.
• Our diversification geographically and into other commodities gives multiple opportunities to discover multi-million-ounce assets, de- risking the investment opportunity.
• This strategy and business model is explained further on https://www.arianaresources.com/about-us/business-model. The Company believes that this strategy and business model is appropriate to protect the Company from unnecessary risk and secure its long-term future.

Principle 2

Promote a corporate culture that is based on ethical values and behaviours

• The Company aims to achieve a culture high integrity based on technical excellence.
• Risks associated with the jurisdictions in which we operate continue to be a source of uncertainty. To address this, the strategy of geographical diversification has seen the Company expand into a new area with the acquisition of the Dokwe Project in Zimbabwe.
• The Board sets the tone through its strong technical background and the seriousness with which it nurtures its good reputation.
• Working as a team with regular and in-depth communication, supervision and feedback is practiced at all levels to ensure that that our culture pervades the whole organisation.
• Details of the Corporate Culture are found in the Corporate Governance Report.

Principle 3

Seek to understand and meet shareholder needs and expectations

• The Company is committed to engaging with its shareholders to ensure that its strategy, operational results and financial performance are clearly understood.
• The Company’s Annual General Meeting (‘AGM’) is the key forum for communication between its shareholders and the Board. The Notice of Meeting is sent to shareholders at least 21 days before the meeting. For each resolution, the number of proxy votes received for, against and withheld is announced at the meeting. The results of the AGM are announced via RNS and can be found on our website.
• Regular and detailed regulatory announcements are released to the market so that shareholders can keep up to date with the activities of the company.
• The company website has links to the announcements and corporate presentations and other information to update shareholders and other stakeholders.
• The Company has appointed Zeus and Fortified Securities as its brokers. As part of their services, the brokers publish research on the Company which is available from their websites. Shaw and Partners have been appointed as brokers for the Australian market in preparation for the company’s listing on the ASX.
• Public relations and media consultants Yellow Jersey coordinate communication between the Board and shareholders.
• The Company provides updates and other general market information via its social media channels
• During the year, the Company attended 121 in London and in Cape Town, Africa Down Under in Perth and held investor meetings in parallel with Mines and Money in London.
• The Company also regularly provides executive interviews with Proactive Investors, BRR Media and presentations with associated question and answer sessions via Investor Meet Company during the year.
• The Company’s direct activities are mainly in the exploration and development stages and so Environmental and Social factors are still being assessed and quantified. Local community engagement is established from an early stage.

Principle 4

Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success

• Wider stake holder issues are covered in the Corporate Governance Report and Corporate Responsibility section of the website: https://www.arianaresources.com/about-us/sustainability
• KPIs are summarised on page 25 in the Company’s Annual Report https://www.arianaresources.com/investors/reports-and-presentations

Principle 5

Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

• Risk Management and the keys risks are discussed on pages 26-27 in the Company’s Annual Report https://www.arianaresources.com/investors/reports-and-presentations and in the Corporate Governance Report.
• The Company leverages its experience in south- eastern Europe and southern Africa in order to find, acquire and develop opportunities in these regions that are often overlooked or undervalued by others.
• The Company’s direct activities are mainly in the exploration and development stages and the assessment of the impact of environmental matters including climate change is embedded in the planning and evaluation process from the start.
• The auditors PKF Littlejohn LLP are considered independent and objective as auditors in the light of the FRC’s Revised Ethical Standard and the ICAEW Code of Ethics. The Firm, its partners, senior managers, its staff and all other individuals involved in the audit (either within the Firm, the PKF network or organisations external to the Firm) remain independent of the Ariana Group.

Principle 6

Establish and maintain the board as a well- functioning, balanced team led by the chair

• The Directors along with their qualifications and experience are listed on https://www.arianaresources.com/about-us/our-team
• Board members have considerable experience with a balance of financial and technical skills that will allow the company to achieve its purpose and strategy.
• New members have been brought onto the Board in order to enhance its capacity as it increases it geographic coverage, notably within Zimbabwe and in Australia.
• The status of board members (executive, non- executive and independent) is listed on page 33 along with confirmation of the time commitment to the functions of the Board. Number of formal quarterly meetings attended are listed in the Corporate Governance Report. Informal meetings are far more frequent.
• A second independent non-executive director Michael Atkins has recently been appointed to the Board in accordance with this principle which states that at a minimum two non- executive directors should be independent.
• No performance related remuneration for non-executive directors is in place. The issue of performance related reward is to be addressed for both directors and senior management in the coming year.
• The terms governing the re-election of directors is set out in the Corporate Governance Report.

Principle 7

Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities

• Board members maintain their skills through completing the continuous professional development required by the professional bodies governing their specialities.
• In addition, and as part of their continuing development, attendance at conferences and workshops is encouraged.
• The various board sub-committees are discussed in the Corporate Governance Report.
• The Board relies on regular input from its professional advisors in the UK and its other operating jurisdictions, including but not limited to our Nominated Advisor, public relations adviser, brokers and legal counsel.

Principle 8

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

• Evaluation of board performance is covered in the Corporate Governance Report.
• As new board members have joined the Board, their perspectives have helped guide the Board as a whole.
• One result is the decision to set up a new board committee tasked with company- wide transformation positioning it for growth and future success.
• As the Company grows, the Board will develop more comprehensive human resource policies to provide both internal and external performance evaluations of its Board, senior management and staff including the provision for upskilling where necessary and to provide for board member succession planning.

Principle 9

Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture

• The Company sees retaining and developing its skilled personnel as a key strategy and the functioning of the Remuneration Committee is described in the Corporate Governance Report.

Principle 10

• Corporate Governance Report.describes the approach to Corporate Governance
• Corporate Governance Report.outlines the Company’s engagement with various stakeholders.
• The Audit Committee has closely monitored the audit process and the resulting Auditors’ report can be found on pages 42-46 of the Company’s Annual Report https://www.arianaresources.com/investors/reports-and-presentations
• The Remuneration Committee, reviewed remuneration and terms of employment across the group with a view to retaining skills and motivation in line with comparisons across the industry. No performance based options or bonuses were granted during the period.

Corporate Governance Policies and Charters