The Audit Committee is composed of Ms. Florencia G. Tarriela (Independent Director) as Chairperson, and Mr. James J.K. Hung (Independent Director) and Mr. Shiro Imai as members. The Audit Committee reports to the Board and is required to meet at least once every three (3) months. Aside from overseeing the internal and external auditors of the Company, the Audit Committee is responsible for assisting the Board in its fiduciary responsibilities by providing an independent and objective assurance to the Management and shareholders of the continuous improvement of the risk management system, business operations, and the proper safeguarding and use of Company resources and assets. The Audit Committee provides a general evaluation and assistance in the overall improvement of the risk management, control, and governance processes. Mr. Patrick S. Garcia is the Company’s Chief Audit Executive and Vice President for Internal Audit.

The table below shows the attendance of the members of the Audit Committee at its meetings held in 2024:

¹ Appointed as Member of the Audit Committee on June 7, 2024

² Ceased to be a Member of the Audit Committee effective June 7, 2024

The Board Risk Oversight Committee is composed of Mr. James J.K. Hung (Independent Director) as Chairperson, and Mr. Martin Antonio G. Zamora and Ms. Florencia G. Tarriela (Independent Director) as members. The Board Risk Oversight Committee assists the Board in its oversight responsibility for the Company’s Enterprise Risk Management and shall review the effectiveness of the risk management system. The Board Risk Oversight Committee reports to the Board and is required to meet at least once every three months.

The table below shows the attendance of the members of the Board Risk Oversight Committee during its meetings held in 2024:

³ Appointed as a Chairperson of the Board Risk Oversight Committee effective June 7, 2024

⁴ Ceased to be a Chairperson of the Board Risk Oversight Committee effective June 7, 2024

The Corporate Governance Committee is composed of Mr. Jose Isidro N. Camacho as Chairperson, and Ms. Maria Patricia Z. Riingen and Ms. Florencia G. Tarriela (Independent Director) as members. The Corporate Governance Committee is responsible for ensuring compliance with and proper observance of corporate governance principles and practices. It also oversees the implementation and periodic review of the Company’s corporate governance framework to ensure that it remains responsive to the Company’s size, complexity, and business strategy. Further, the Corporate Governance Committee conducts an annual evaluation of the Board, its Committees, and the Management of the Company; and develops and implements action plans and programs to improve the performance of the Board, Committees, Directors, and Management of the Company. The Corporate Governance Committee also functions as the Compensation and Remuneration Committee. The Corporate Governance Committee is tasked to establish and maintain a formal and transparent procedure for developing policy on remuneration of the Directors and officers to ensure that their compensation is consistent with the Company’s culture, strategy, and the business environment in which it operates. It is also responsible for administering the Company’s stock option policies and plans and for approving bonuses to all employees of the Company and its subsidiaries.

The table below shows the attendance of the members of the Corporate Governance Committee during its meetings held in 2024:

⁵ Ceased to be Chairperson of the Corporate Governance Committee effective June 7, 2022

⁶ Ceased to be a Member of the Corporate Governance Committee effective August 7, 2024

⁷ Appointed as Member of the Corporate Governance Committee on August 7, 2024

The Related Party Transactions Committee is composed of Mr. Shiro Imai as Chairperson and Ms. Florencia G. Tarriela (Independent Director) and Mr. James J.K. Hung (Independent Director) as members. The Related Party Transactions Committee is tasked with reviewing all material and related party transactions of the Company to ensure that such transactions are conducted on terms which are no more favorable than the terms of similar transactions with non-related parties under similar circumstances, and that no corporate or business resources of the Company are misappropriated or misapplied. It is also responsible for identifying potential or actual conflicts of interest and reputational risk issues that may arise from such related party transactions. It further ensures that transactions between and among related parties are properly identified, monitored, and reflected in reports to the Board and relevant regulatory authorities. The Related Party Transactions Committee is required to meet at least once a year.

The table below shows the attendance of the members of the Related Party Transactions Committee during its meetings held in 2024:

⁸ Appointed as Member of the Related Party Transactions Committee on June 7, 2024

⁹ Ceased to be a Member of the Related Party Transactions Committee effective June 7, 2024

The Nominations Committee is composed of Mr. Martin Antonio G. Zamora as Chairperson, and Messrs. Shiro Imai and James J.K. Hung (Independent Director) as members. The Nominations Committee is responsible for setting qualification standards to facilitate the selection of potential nominees to Board seats and of all nominees to other positions in the Company requiring appointments by the Board, to provide shareholders with an independent and objective evaluation of, and assurance that, the members of its Board and the officers appointed by the Board are competent and will foster the Company’s long-term success and secure its competitiveness.

The Nominations Committee assists the Board in the review and evaluation of the qualifications of all persons nominated to be a Director of the Company and of all nominees to other positions in the Company requiring appointments by the Board.

The Nominations Committee held one meeting in 2024, wherein all members were present.

¹¹ James J.K. Hung was not yet a director when the meeting of the Nominations Committee was held

¹² Ceased to be a Member of the Sustainability Committee effective August 7, 2024

¹³ Ceased to be a Member of the Sustainability Committee effective June 7, 2024

¹⁴ Appointed as Member of the Sustainability Committee on August 7, 2024

President and CEO, Mr. Martin Antonio G. Zamora, is the Chairman of the Sustainability Committee, with Mr. James J.K. Hung (Independent Director) and Mr. Leonides Juan Mariano C. Virata as members. The Sustainability Committee’s determining role is as support to the Board in conducting an in-depth analysis of the company’s sustainability issues, presenting insights and findings to the Board to ensure that all initiatives are aligned with the Company’s sustainability goals. The Sustainability Committee is responsible for the identification and assessment of significant economic, environmental, ethical, and social impact of the business and operations of the Company and its subsidiaries. The Sustainability Committee stands as guide to the NAC Group in the crafting and improvements of ESG strategies based on updates in global sustainability trends, regulations, benchmarks, and best practices. Progress is tracked, monitored, and reported during regular meetings of the Sustainability Committee held every quarter.

To promote effective Board and management performance and continuing qualification of the Directors and officers, there is an annual continuing training program for Directors and officers to make certain they are continuously informed of the developments in the business and the regulatory environment, including emerging risks relevant to the Company.

Under the Manual of Corporate Governance, the Company shall ensure that the material and reportable non-financial and sustainability issues are disclosed. The Board shall have a clear and focused policy on the disclosure of non-financial information, with emphasis on the management of economic, environmental, social and governance (EESG) issues of its business, which underpin sustainability. The Company shall adopt a globally recognized standard/framework in reporting sustainability and non-financial issues.

The table below shows the attendance of the members of the Sustainability Committee during its meetings held in 2024:

¹⁰ James J.K. Hung was not yet a director when the meeting of the Nominations Committee was held

The primary purpose of the Finance Committee is to oversee the Company’s capital structure, financial policies and strategies, and investment activities, including, but not limited to, capital raising, capital adequacy and capital planning processes, dividend policy, acquisitions, mergers, and divestments, treasury management and activities, and financing proposals, that may be brought to the Board for approval and to take such action and make such reports and recommendations to the Board as it deems advisable. The Finance Committee was created in November 2024 and the first meeting was in February 2025. The members of the Finance Committee are the following:

Mr. Jose Isidro N. Camacho is the Chairman of the Board of Directors of the Company. The Chairman is responsible for the leadership of the Board. He ensures the effective operation of the Board and its committees in conformity with the highest standards of corporate governance. He is accountable to the Board. The Chairman ensures that the Board sets an agenda that is focused on strategy, performance, and accountability taking into consideration the recommendations of the Directors and management. He assures the availability of training opportunities to all Directors, including an orientation program for first time Directors. He ensures that the Board’s performance is evaluated at least once a year. Mr. Camacho works with the President and Chief Executive Officer (CEO) to develop the strategy for the Company’s future growth, including identifying opportunities for value-enhancing initiatives, such as acquisitions and joint ventures, as may be deemed beneficial for the long-term interest of the Company.

Mr. Martin Antonio G. Zamora is the President and CEO of the Company. The President provides the leadership for Management to develop and implement sound business strategies, plans, budgets, and a system of internal controls. He ensures that the overall business and affairs of the Company are managed in a sound and prudent manner in accordance with the Company’s strategic plan. He also guarantees that business risks are identified and properly addressed. He also ensures that operational, financial, and internal controls are adequate and effective in order to generate sound and reliable financial and operational information, to maximize the effectiveness and efficiency of operations, to safeguard Company assets and resources, and to comply with all laws, rules, regulations, and contracts.

As CEO, he acts as a direct liaison between the Board and the Management of the Company.

The President and CEO, together with the Management, have the responsibility to provide the Board with a balanced, understandable, and accurate account of the Company’s performance, financial condition, results of operations, and prospects on a regular basis. The President also serves as the link between internal operations and external stakeholders.

Mr. Jose Bayani D. Baylon, Senior Vice President of Sustainability, Risk, Corporate Affairs, and Communication, and Chief Sustainability Officer, also serves as the Chief Risk Officer of the Company. The Chief Risk Officer supervises the Company’s Enterprise Risk Management System and spearheads its implementation, review, and continuous improvement. He leads the identification of key risks and exposure relating to economic, environmental, social, and governance factors that may affect the achievement of the Company’s strategic objectives, as well as the development of risk mitigation plans. He communicates the top risks and the status of implementation of the Company’s risk management strategies and action plans to the Board Risk Oversight Committee and works with the President and CEO in updating and making recommendations to the Board Risk Oversight Committee.

Ms. Georgina Carolina Y. Martinez, Senior Vice President and head of the Compliance and Corporate Support Services Group, is the Company’s Chief Governance Officer. The Chief Governance Officer is tasked with ensuring that corporate governance policies are disseminated, adopted throughout the organization, and become an integral part of the Company’s culture. In addition, she also ensures that the necessary systems are in place to monitor compliance.

Ms. Georgina Carolina Y. Martinez also serves as the Chief Compliance Officer of the Company. She ensures the Company’s strict adherence to all laws, regulations, guidelines, and specifications relevant to the business.

Atty. Barbara Anne C. Migallos is the Corporate Secretary of the Company. The Corporate Secretary ensures that all Board procedures, rules, and regulations are strictly followed. She is a lawyer with years of experience in corporate law practice, including corporate secretarial work. She is also a professional lecturer in mercantile law.

Mr. Patrick S. Garcia is the Company’s Chief Audit Executive. The Chief Audit Executive is primarily tasked with evaluating the adequacy and effectiveness of the Company’s governance and operations, the reliability and integrity of financial information, the safeguarding of assets, and compliance with laws, rules, and regulations.

The external auditor is appointed by the shareholders upon the recommendation of the Audit Committee, which reviews its qualifications, performance, and independence. To ensure objectivity in the performance of its duties, the external auditor is subject to the rules on rotation and change (every five years for the engagement partner); general prohibitions on hiring of staff of the external auditor; and full and appropriate disclosure and prior approval by the Audit Committee of all audit and non-audit services and related fees. Approval of non-audit work by the external auditor is principally tested against the standard of whether such work will conflict with its role as an external auditor or would compromise its objectivity or independence as such.

The Company is a strong supporter of the Philippine Extractive Industry Transparency Initiative (Ph-EITI). Ph-EITI was established in 2012 following the issuance of Executive Order No. 79 which contains the government’s unequivocal public statement of its intention to implement EITI. The Company’s CEO is a member of the Ph-EITI Multi-stakeholder group, the governing body for EITI implementation in the country comprised of representatives from the government, the business, and the civil society organizations.

Following the Ph-EITI directive, our operating companies submitted to the Independent Administrator of the Ph-EITI the material tax payments, social contributions, and environmental funds and disbursements for the years 2012 to 2014.

The following graph illustrates the total taxes and fees paid by the Company for the years 2014 to 2016, with the breakdown of material payments for EITI reporting and for others not included in EITI reporting for 2014:

NAC’s interests are aligned with our stakeholders. Our actions and choices reflect values that are shared with our employees, and the people in the communities where we operate. These include honesty, transparency, and integrity. The Company is committed to protecting our employees, the communities, our customers, and the environment. This is done by institutionalizing mining practices that are responsible, sustainable, and profitable.

NAC maintains an active participation in organizations that shares its values, principles, and advocacies. The Company believes that it has a role in being a responsible corporate citizen, and is part of an industry supporting national progress.

NAC actively supports the initiatives of the Chamber of Mines of the Philippines (COMP); particularly its decision to mandate the adoption of Canadian mining standards, or “Toward Sustainable Mining” (TSM), of its member mining companies. The TSM will ensure that the COMP’s member mining companies are accountable, transparent, and credible, with respect to their mining practices. The TSM standard covers key areas, including tailings management, community outreach, safety and health, biodiversity conservation, crisis management, energy use, and greenhouse gas emissions. NAC also fully supports the COMP's adoption of the Declaration of Commitment to Responsible Minerals Development in the Philippines, otherwise known as “The Baguio Declaration”.

The Company’s management approach is fully aligned with the five (5) main principles of the Baguio Declaration, and its five (5) elements of Responsible Minerals Development:

• People Orientation
• Protection and enhancement of the environment
• Respect for the rights and welfare of indigenous peoples
• Fair contribution to the National Economy
• Efficient, competitive, and compliant with international standards

Total Mineral Reserves ⁽¹⁾

This summary was prepared by Engr. Aloysiuz Diaz, who is the current Vice President for Operations of Taganito Mining
Coporation and Cagdianao Mining Corporation. Engr. Diaz is a Competent Person under the definition of the Philippine
Mineral Reporting Code (PMRC) and has sufficient experience as to the type of deposit and mineralization. He has given
his consent to the Public Reporting of this statement concerning Ore Reserve Estimation.

Total Mineral Resources ^(1)(2)(3)(4)

This summary was prepared by Kristine Grace Victoria, who is the current Resource Geology Manager under Ore Resources Management Group of Nickel Asia Corporation. Ms. Victoria is a Competent Person for Reporting Exploration Results and Mineral Resources Estimates under the PMRC. She has sufficient experience which is relevant to the type of deposit and style of mineralization.

¹ Mineral Resources and Mineral Reserves tonnages are shown in full. Nickel Asia Corporation owns 60% of Rio Tuba, 65% of Taganito, and 100% of Cagdianao, Hinatuan and Dinapigue operations.
² Inclusive of Mineral Resources converted to Ore Reserves.
³ Mineral Resources include stockpiles.
⁴ The Contained Ni does not consider mining losses and dilution.
⁵ The mineral resource of RTN consists of 2.4 million WMT of saprolite and 7.5 million WMT of limonite within economic zone.
⁶ The mineral resource of TMC consists of 0.8 million WMT of saprolite and 7.1 million WMT of limonite within economic zone.

Note: Cut-off grades used to estimate Mineral Resources are as follows:

Sustainalytics is a leading independent ESG and Corporate Governance research, ratings, and analytics firm that provides ESG risk ratings for over 10,000 companies, designed to support investors who integrate ESG and corporate governance information and assessments into their investment strategies.

Since our partnership with Sustainalytics, we have successfully improved our ESG risk rating, reducing it from 43.7 to 34.8. By the end of 2023, our goal is to reclassify into the moderate-risk category.

Nickel Asia Corp. Rating Report

The company is at high risk of experiencing material financial impacts from ESG factors, due to its high exposure and strong management of material ESG issues. Notably, its overall risk is higher since it is materially exposed to more ESG issues than most companies in our universe. The company has experienced a moderate level of controversies.

ESG Risk Rating Distribution

Rank | Percentile (1st = Top Score)
60/223 | 27th
40/184 | 22nd

Material ESG Issues

The Science-Based Targets initiative (SBTi) is a collaboration between the CDP (former Carbon Disclosure Project), the United Nations Global Compact, the World Resources Institute (WRI), and the World Wide Fund for Nature (WWF). The initiative was established to help companies set emission reduction targets in line with the Paris Agreement goals.

Nickel Asia seeks to comply with the Science Based Target Initiative (SBTi) Corporate Net-Zero Standard. By adopting the standard, the main objective is to set a science-based net-zero target consistent with limiting global temperature rise to 1.5°C.