Threshold TSR Level over 
Assessment Period 
Vesting 
Less than 20% 
Zero 
From 20% to less than 27.5% 
25% 
From 27.5% to less than 35% 
50% 
From 35% to less than 42.5% 
75% 
From 42.5% or greater 
100% 
Vested options can be exercised any time between vesting and the expiry date. 
16.3 Employment Agreements 
Remuneration and other terms of employment for executives are formalised in employment agreements which are 
reviewed annually.  The agreements provide for both fixed and variable remuneration including participation, at the 
discretion of the Board in short and long-term incentive plans (refer to Sections 16.2.1, 16.2.2 and 16.2.3).  
Other major provisions of the employment agreements, as at 31 December 2025, are set out below: 
  
Total Fixed 
Remuneration 
(TFR) 
Maximum 
STI  
Maximum 
LTI  
Notice 
Period 
Company 
Notice 
Period 
Employee 
Redundancy 
(Includes 
Notice 
Period) 
Mr D P Gordon 
$549,000 p.a. 
50% 
100% 
12 months 
6 months 
12 months 
Mr B S Scarpelli 
$403,160 p.a. 
45% 
70% 
3 months 
3 months 
6 months 
Mr W E Foote 
$437,750 p.a. 
40% 
60% 
6 months 
2 months 
6 months 
Mr J W Westdorp 
$401,700 p.a. 
40% 
60% 
2 months 
2 months 
6 months 
Mr R J Fitzhardinge 
$281,808 p.a. 
40% 
60% 
2 months 
2 months 
6 months 
The Remuneration Committee, supported by information provided by independent remuneration consultants undertook its 
annual review of remuneration for 2026. The Remuneration Committee determined that there would be no increase to TFR 
amounts or maximum STI and LTI levels for 2026 for KMP.  
16.4 Non-Executive Directors  
Fees and payments to non-executive directors reflect the demands which are made on, and the responsibilities of, the 
directors.  Non-executive directors’ fees and payments are reviewed at least annually by the Board. The Chair’s fees are 
determined independently to the fees of non-executive directors based on comparative roles in the external market and 
prevailing market conditions. The advice of independent remuneration consultants is sought on an annual basis. 
Non-executive directors’ remuneration consists of fixed fee amounts. During the year ended 31 December 2025, the fee for 
non-executive directors was $77,000 per annum, and the Non-Executive Chair’s fee was $115,000 per annum. There were 
no fee increases for non-executive directors in 2025. 
Following the Company’s annual review in January 2026, the Non-Executive Chair’s fee increased to $125,000 per annum, 
and the fee for non-executive directors increased to $83,000 per annum. Directors do not receive additional committee 
fees. Non-executive directors’ fees are subject to an aggregate pool limit, which is periodically recommended for approval 
by shareholders. The approved pool limit is currently $600,000. There is no provision for retirement allowances for non-
executive directors. 
Non-executive directors may be granted options from time to time to provide a meaningful additional incentive for their 
ongoing commitment and dedication to the continued growth of the Group and to assist the Company in attracting and 
retaining the highest calibre of Non-Executive Director, whilst maintaining the Group’s cash reserves. There were no options 
granted or issued to non-executive directors in the period. Prior to issuing incentives the Board considers whether the issue 
is reasonable in the circumstances.  
16.5 Key Management Personnel and Director Transactions 
No loans have been made to directors or other KMP of Centaurus Metals Limited or the Group or to any of their related 
parties. 
KMP or their related parties, hold positions in other entities that result in them having control or significant influence over 
the financial or operating policies of these entities. 
40
ANNUAL REPORT     CENTAURUS METALS LIMITED
CENTAURUS METALS ANNUAL REPORT 2025

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