Directors’ Report Peter Buck Non-executive Director Age 73 M.Sc. (Geology), MAusIMM Term of Office Mr. Buck was appointed as a Non-executive Director in October 2014. Board Committees Nomination & Governance (Chair), People, Performance & Culture Experience Mr. Buck is a geologist with over 40 years’ experience in the mineral exploration and mining industry. Mr. Buck has worked with WMC Resources, Forrestania Gold, LionOre and Breakaway Resources in executive management and director positions. He has been a Non-executive Director of Gallery Gold Ltd and PMI Gold. Mr. Buck was also a board member of the Centre for Exploration Targeting at The University of Western Australia and Curtin University and is a life member of the Association of Mining and Exploration Companies (AMEC). Mr. Buck brings a strong background in discovery, development and mining of nickel, gold and base metal deposits in Australia and overseas. Current Listed Company Directorships Non-executive Director – Antipa Minerals Limited Other Directorships None Former Directorships in the last 3 years None Xiaoping Yang Non-executive Director Age 63 PhD ChemE, MBA Term of Office Ms. Yang was appointed as a Non-executive Director in December 2020. Board Committees Audit & Risk, Sustainability Experience Ms. Yang is a chemical engineer with 30 years’ experience in the energy and petrochemical industry with a variety of executive management and board positions at BP. She has a diverse breadth of experience in technology development and innovation including renewable resource development in solar, hydrogen, and biotechnologies. Ms. Yang has worked in the US and Asia, held general manager roles in joint ventures and chair positions in downstream and new energy frontier businesses. Current Listed Company Directorships Non-executive Director – Methanex Corporation Other Directorships Board Supervisor – LONGI Green Technology Former Directorships in the last 3 years None Keith Spence Non-executive Director Age 68 BSc. (Geophysics) (Hons) Term of Office Mr. Spence was appointed as a Non-executive Director in December 2014. Board Committees Audit & Risk, Nomination & Governance, Sustainability (Chair) Experience Mr. Spence has over 40 years’ experience in the oil and gas industry in Australia and internationally, including 18 years with Shell and 14 years with Woodside. He has served as a Non-executive Director and Chair for listed companies since 2008, working in energy, oil and gas, mining, and engineering and construction services and renewable energy. He chaired the board of the National Offshore Petroleum Safety and Environmental Management Authority for seven years. Mr. Spence has significant experience in exploration and appraisal, development, project construction, operations and marketing. Current Listed Company Directorships Non-executive Chair – Santos Limited Other Directorships None Former Directorships in the last 3 years Murray & Roberts Holdings Limited, Base Resources Limited 30 June 2022 Your Directors present their report on the consolidated entity (Group) consisting of IGO Limited (IGO or the Company) and the entities it controlled during the year ended 30 June 2022. Directors The following persons held office as Directors of IGO during the whole of the financial year and up to the date of this report, unless otherwise noted: Debra Bakker Peter Bilbe1 Peter Bradford Kathleen Bozanic Peter Buck Michael Nossal2 Keith Spence Xiaoping Yang 1. Peter Bilbe was Chair until 1 July 2021 and transitioned to a Nonexecutive Director until his retirement on 18 November 2021. 2. Michael Nossal was appointed to the role of Chair effective 1 July 2021. Principal Activities The principal activities of the Group during the financial year were nickel, copper and cobalt mining and processing at the Nova Operation, upstream and downstream lithium assets via our 49% joint venture interest, and ongoing mineral exploration in Australia and overseas. Dividends Dividends paid to members during the financial year were as follows: 2022 $M 2021 $M Final ordinary dividend for the year ended 30 June 2021 of 10.0 cents (2020: 5.0 cents) per fully paid share 75.7 29.5 Interim ordinary dividend for the year ended 30 June 2022 of 5.0 cents (2021: Nil cents) per fully paid share 37.9 - 113.6 29.5 In addition to the above dividends, since the end of the financial year the Company has announced the payment of a fully franked final ordinary dividend of $37.9 million (5 cents per fully paid share) to be paid on 30 September 2022. Operating and Financial Review Information on the operations and financial position of the Group is set out in the Operating and Financial Review on pages 20 to 33 of this Annual Report. External Factors and Risks Affecting the Group’s Results Information on external factors and risks affecting the Group’s results are set out on page 23 of this Annual Report, and further information is also provided in the Managing Risks Effectively section of this Annual Report on pages 51 to 53. Future Developments Disclosure of information regarding likely developments in the operations of the consolidated entity in future financial years and the expected results of those operations is likely to result in unreasonable prejudice to the consolidated entity. Accordingly, this information has not been disclosed in this report. Significant Changes in the State of Affairs On 16 December 2021, the Company announced that it had entered into a Scheme Implementation Deed to acquire 100% of Western Areas Limited (Western Areas) for $3.36 per share (Scheme Consideration), payable in cash, pursuant to a proposed Scheme of Arrangement (the Transaction). On 11 April 2022, it was announced that the Company and Western Areas had agreed to increase the Scheme Consideration to $3.87 per Western Areas share, payable in cash. The Transaction was completed on 20 June 2022, and funded from IGO’s existing cash reserves and a new $900 million senior-secured debt facility (refer below). On 11 May 2022, the Company entered into a new Syndicated Facility Agreement (Facility Agreement) totalling $900 million to fund the acquisition of Western Areas. The Facility Agreement comprises a $540 million amortising facility and $360 million revolver, both with a maturity date of 30 April 2025. There have been no other significant changes in the state of affairs of the Group during the year. Events Since the End of the Financial Year On 29 August 2022, the Directors resolved to pay a final dividend for the year ended 30 June 2022, payable on 30 September 2022. The dividend is 5 cents per share and will be fully franked. 56 —IGO ANNUAL REPORT 2022 IGO ANNUAL REPORT 2022— 57
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