12 Icon Energy Annual Report 2025 2. REMUNERATION FRAMEWORK The Company’s Remuneration framework is designed to ensure: − Competitive Base Remuneration: Executive and senior managers’ remuneration is set at competitive levels and reflective of market-based levels and the individual’s responsibilities; and − Performance-linked Incentives: Bonuses and other incentives may be awarded to employees, executives and senior managers based on performance outcomes, subject to Board approval. Any proposed equity-based remuneration to Directors must also be approved by shareholders. 3. M ETHODOLOGY USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION Non-Executive Directors On appointment to the Board, all Non-executive Directors agree to terms of their appointment as outlined in a formal letter of appointment, which includes the details of their remuneration, responsibilities, corporate governance expectations, access to independent professional advice, and confidentiality obligations. Fees paid to Non-Executive Directors reflect the demands made on, and responsibilities of, such directors. NonExecutive Directors' fees are reviewed annually by the Board. In 2018, the Board reduced base fees by 20% due to a low share price. As a result, Non-Executive Directors are set at a base fee of $56,000 per annum, with additional committee fees paid to Directors serving on Board Committees to recognise their contribution to the Company together with superannuation. The Chairman’s remuneration is set at $78,480 per annum plus Committee fees and superannuation. However, in recognition of the Company’s financial position and operational scale, the Board voluntarily suspended all Directors’ fees effective from 1 October 2023. This suspension remained in place for the entire financial year ended 30 June 2025. As a result, no Directors’ fees were accrued or paid during the financial year ended 30 June 2025. The Board continues to monitor the Company’s position and will review remuneration arrangements when the Company’s financial circumstances change. The maximum total amount available for payment of all Non-Executive Director fees remains at $500,000 per annum, as approved by shareholders at the 2010 Annual General Meeting. Non-Executive Directors do not receive performance-based remuneration. During the previous financial year, the Executive Director transitioned from being a Non-Executive director after the Board voluntarily ceased director fees. The Board will review the remuneration arrangements with the Executive Director when the company has more available funding. At the date of this report, one Director was considered to be executive. Other Key Management Personnel Other Key Management Personnel may be employed by the Company under a service agreement. They are remunerated through a combination of: − Fixed Remuneration (FR): A set salary that reflects their role and responsibilities; and − Bonus or Other Incentives: Short-term and long-term incentives for outstanding performance determined at the discretion of the Board. There were no other key management personnel during the year ended 30 June 2025. Furthermore, no remuneration consultants were used by the Company during the year ended 30 June 2025 or in the prior year. Directors' Report for the year ended 30 June 2025
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