Modern Slavery Statement 2021

Together wecreate opportunity.

Introduction

This statement has been prepared by Allkem Limited (Allkem) to meet the requirementsof the Australian Modern Slavery Act 2018 for the financial year ended 30 June 2021 (FY21).
The statement outlines the activities of Allkem (Orocobre Ltd prior to November 30, 2021)
and our subsidiaries and joint ventures that we owned or controlled during FY21.
During the reporting period, we actively engaged andconsulted with each subsidiary company and joint venture
where we have management control, to understandtheir approach to mitigating modern slavery risks and tocontribute to the development of this statement. During
FY21, the subsidiary companies and joint ventures withactive operations were Sales de Jujuy S.A. and Borax
Argentina S.A.

Allkem Modern Slavery Statement 2021

This Statement was approved by the Allkem Board on
19 December 2021.

2

Signed,Martín Pérez de Solay
Managing Director and CEO

About Allkem

Allkem Limited (Allkem) (ACN 112 589 910
ABN: 31 112 589 910) is a global supplierof lithium and borate chemical products
and is listed on the Australian Securities
Exchange (ASX:AKE) and Toronto Stock
Exchange (TSX:AKE).
Our vision is to be a sustainable, world class supplierof lithium and borate chemicals. We create long term
value by investing in our people, our operations, and thecommunities where we operate and we are committed torespecting, protecting, and promoting human rights across
our operations and supply chains. We produce lithiumand borate chemical products for our global customer
base. We are focused on expanding and diversifying ourlithium operations and partnerships to contribute to the
responsible development of this chemical product which is
critical for the transition to a net-zero carbon future.
In April 2021, we announced a merger of equals with Galaxy
Resources which was completed on 25 August 2021 withoverwhelming support from Galaxy shareholders. Thismerger provides the combined group with a portfolio ofworld class assets that allow us to partner with the largest
and most influential customers to supply high-quality
lithium chemicals. On 30 November 2021 the combined
company was renamed ALLKEM Limited, recognising
our focus on battery chemicals and that together we canachieve more.
Additional information about our assets and controlled
entities and investments is available below, on our website
and in our FY21 Annual Report. The scope of this Modern
Slavery Statement references our progress during FY21,
prior to the merger. The expanded operations and projectsof the merged entity will be included in the scope of our
FY22 Statement.

Allkem Modern Slavery Statement 2021

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Structure, Operations and
Growth Projects
Our operations and projects during FY21 are identified in the map in Figure 1.
Figure 1—Map of Allkem Operations and Growth Projects During FY21

20KM

Naraha Lithium
Hydroxide Plant

Olaroz Lithium
Facility and Stage 2
Expansion Project

Argentina
Operations

AllkemCorporate Office,Brisbane, Australia

Corporate Office,Buenos Aires

Cauchari Resource

Argentina
Operations

Porvenir
Plant not in operation

Argentina

San Salvador
de Jujuy

Olacapato

San Antonio
de Los Cobre

Sijes – Mine and Plant

Allkem Modern Slavery Statement 2021

Salta

4

Campo Quijano

LegendAllkem Lithium Plant, Admin and Logistics
Allkem Project
Borax Argentina Plants
Tincalayu Mine and Plant

Borax Argentina Mines/Plants
Roads

The Olaroz Lithium Facility (and Stage 2 Expansion Project)
The Olaroz Lithium Facility is a large-scale brine-based operation located in Jujuy province in northern Argentina at analtitude of approximately 3,900 metres above sea level. The facility commenced operations in 2015.
The Olaroz Lithium Facility is operated by Sales de Jujuy S.A. (SDJ) with Allkem managing the operations pursuant to a
Management Agreement. The structure of this joint venture between Allkem, Toyota Tsusho (TTC)1 and JEMSE (a mining
investment company owned by the provincial government of Jujuy, Argentina), is outlined in Figure 1.

Figure 2—Olaroz Lithium Facility (operated by SDJ) JV Structure
Allkem(Australia)

Toyota Tsusho (TTC)(Japan)11.4%172.68%(SDJ S.A. 66.5%)

27.32%(SDJ S.A. 25%)

TTC is the exclusive sales agent,
with Allkem and TTC exercising
shared decision making overmarketing, product allocationand terms.

JEMSE(Jujuy, Argentina)

Sales de Jujuy Pte Ltd(Singapore)
91.5% (Common Share)

8.5% (Class B Share)

Project Company—Sales de Jujuy S.A. (SDJ)(Jujuy, Argentina)

Debt

Guarantee

Lender(Mizuho)

Guarantor(JOGMEC)The Olaroz Lithium Facility produces primary grade lithium carbonate and both micronised and non-micronised purified
lithium carbonate. Products are sold to a diverse customer base in Asia, Europe, and North America with 86% of production
during FY21 contributing to the global battery supply chain.
Our Stage 2 Expansion of the Olaroz Lithium Facility is expected to be completed in CY22. At completion, the Stage 2
Expansion will comprise a primary lithium carbonate production circuit designed to deliver an additional 25,000 tonnes per
year of primary grade lithium carbonate.
As at 30 June 2021, SDJ had a workforce of 492 people, 411 permanent employees and 81 employees of fixed term
contracts. These figures include people employed in operations as well as the Stage 2 Expansion Project.

13319 tonnes

FY21 Lithium Carbonate sales

Lithium sales in FY21 that contributed
to other end uses including ceramics
and glass manufacture

Lithium sales in FY21 that contributed
to the battery supply chain

56%
Sales of battery grade lithium carbonate directly
to cathode and electrolyte manufactures for
production of lithium-ion batteries

1

44%
Sales of primary grade lithium
carbonate heading for thebattery supply chain

TTC ownership in Allkem at time of report publication is 6.2% due to completion of merger with Galaxy

Allkem Modern Slavery Statement 2021

14%

86%

5

14%

86%

Lithium sales in FY21 that contributed
to other end uses including ceramics
and glass manufacture

Lithium sales in FY21 that contributed
to the battery supply chain

Cauchari Resource

Allkem owns 100% of Advantage Lithium and its Cauchari mineral resource located adjacent to the southern boundaryof the Olaroz Lithium Facility properties. This investment provides for more effective basin management and new growth44%
56%
and development options beyond the projected expansion of the Olaroz Lithium Facility. During FY21, Advantage Lithium
Sales of battery
grade lithium carbonate directly
Sales of primary grade lithium
employed
1 person.
to cathode and electrolyte manufactures for
production of lithium-ion batteries

carbonate heading for thebattery supply chain

Borax Argentina

Allkem owns 100% of Borax Argentina (Borax), a producer of borates minerals and refined chemical products, located innorthwest Argentina. Borax operates two open pit mines and concentration plants at Tincalayu and Sijes at approximately
4,000 metres above sea level, as well as refinery, logistics and dispatch facilities at Campo Quijano, at 1,350 metres above
sea level.
Our Borax products have applications in a wide range of markets including agriculture, ceramics, glass, fiberglass, anddetergents. The distribution of end uses for our borate products from FY21 sales is shown below.

41007 tonnes

FY21 Borax Argentina Combined Product Sales

43%
Agricultural
micronutrients

11%

2%

Chemical
distributors

Detergents

31%
Ceramics

1%
Fibreglass/Insulation

4%
Glass

8%
Other uses

Borax also has significant land holdings and owns the underlying tenure or holds royalty rights on all, or parts of several
lithium projects being progressed by other lithium exploration companies at salt lakes including Cauchari, Diablillos,
and Los Ratones. As one of the conditions to extract brines, these companies are required to make payments to Borax
either as fixed annual payments or a royalty related to production. The terms of these agreements are detailed on page 98
of our FY21 Annual Report.
Borax has been engaged in mining operations in the region for over 50 years and has a demonstrated long-term
commitment to meeting the needs of the industrial and agricultural sectors in Argentina and South America. As at
30 June 2021, Borax had a workforce of 285 people, 279 permanent employees and 6 employees on fixed term contracts.

Non-operated Joint Venture
The Naraha Lithium Hydroxide Plant, the first of its kind to be built in Japan, is designed to convert primary grade lithium
carbonate feedstock into approximately 10,000 tonnes of purified battery grade lithium hydroxide per annum. The joint
venture structure of the plant is shown in Figure 3.

Allkem Modern Slavery Statement 2021

The plant is expected to be operational in Q1 CY22. Although Allkem has a 75% economic interest in the Toyotsu Lithium
Corporation (TLC), and significant influence, the operational control is exercised by Toyota Tsusho Corporation. As we do
not have operational control of this asset, including the Naraha Project in the scope of our Modern Slavery Statement is notapplicable. Further information about TTC’s approach to Human Rights and Supply Chain Responsibility is available on the
Toyota Tsusho Corporation Website.

6

Figure 3—Naraha Lithium Facility JV Structure
Allkem(Australia)

Toyota Tsusho (TTC)(Japan)Economic interest 75%

Economic interest 25%

Toyotsu Lithium Corporation (TLC)

Awarded an engineering, procurement, and construction(EPC) contract to build the Naraha Lithium Hydroxide Plant

Veolia Water
Technologies

Supply Chains

During FY21, our key supply chain activities were associated with our operations in Argentina,
as well as the construction of our Stage 2 Expansion Project at the Olaroz Lithium Facility.
Key goods and services procured included:•

Process input materials (e.g. soda ash, lime, sulfuric acidand hydrochloric acid)•

Construction materials (e.g. geomembrane)•

Fuel (natural gas, diesel and intermediate fuel oil)•

Construction labour•

Logistics and transport (trucking, maritime freightand storage)•

Cleaning and maintenanceSDJ operations at the Olaroz Lithium Facility andoperations at Borax Argentina are in remote areasof Argentina. Due to this, and in accordance with ourprinciples of shared value, we make efforts to procure
as many goods and services as possible from the local
communities and regions around our operations. Figure 4
shows the geographic distribution of supplier numbers andprocurement spend for SDJ (including the Stage 2 Olaroz
Expansion Project) and Borax Argentina.

Figure 4—Distribution of Supplier Numbers for SDJ and Borax in FY21 (‘National’ refers to Argentina)

SDJ—
Procurement
Spend by Region

Local Communities 6.1%
Provincial 16.1%

National 46%

SDJ—Suppliers
by Region

National 71.5%

International 15%

International 6.4%

Local Communities 27.2%

Local Communities 4%

Provincial 30.5%
National 36.5%
International 5.8%

Borax—Suppliers
by Region

Provincial 41.2%
National 52.4%
International 2.4%

Most of our tier 1 suppliers (approximately 94% for SDJ, and 98% for Borax), are based in Argentina. Our largest recurring
supplier by spend outside of Argentina is our soda ash supplier, based in the USA. For the Olaroz expansion project, ourlargest supplier outside of Argentina is our engineering and technology supplier, also based in the USA.

Allkem Modern Slavery Statement 2021

Borax—
Procurement
Spend by Region

Local Communities 8%
Provincial 31%7Modern Slavery Risk and Due Diligence

Modern Slavery, as defined the Australian Government Modern Slavery Act 2018 (the Act)refers to eight types of serious exploitation: trafficking in persons; slavery; servitude; forced
marriage; forced labour; debt bondage; deceptive recruiting for labour or services; and theworst forms of child labour. The worst forms of child labour refer to situations where children
are subjected to slavery or similar practices or engaged in hazardous work.
Risk Factors Identified
We need to understand potential risk factors that could
indicate that we are at risk of causing, contributing to, or
being linked to (through the activities of other entities that
we have business relationships with) modern slavery. To
do this, we draw on internal and external data sources tocontinually refine our modern slavery risk profile. Below,
we have summarised the key risk factors relevant to ouroperations and supply chain:

Product and Services Risks
Although modern slavery can occur in all industries
and sectors, some products or services are associatedwith higher incidences of modern slavery2. This can be
due to working conditions, or the processes used to create
the products.
Higher risk products in our supply chains include materials,
chemicals, textiles, and technology.

Allkem Modern Slavery Statement 2021

Higher risk services that we procure are associated withconstruction, cleaning and laundry services, logistics
and transportation (including trucking, maritime freight,
and storage).

8

How We Manage Risk andAssess EffectivenessGovernance and Policies
During FY21 we updated our Board Sustainability
Committee Charter to specifically assign responsibility for
Human Rights in relation to community and supply chain
and including Australian Government Modern Slavery Act
2018 Reporting to that Committee.
We also have policies and management approach
disclosures in place which outline our commitment tohuman rights, responsible labour practices, and associatedcapacity building. These are available on our website
and include:•

Corporate Code of Conduct Policy•

Supplier Code of Conduct•

Human Rights Policy•

Community Policy•

Sustainable Development Policy•

Supply Chain Management Approach Disclosure•

Human Rights Management Approach Disclosure

Geographic Risks

Contractual Requirements for Our SuppliersSome countries may have higher vulnerability to modern
slavery due to poor governance, weak rule of law, conflict,and other socio-economic factors like poverty. Most of
our tier 1 suppliers are based in Argentina which has arelatively low vulnerability to modern slavery based on theclassification by the Global Slavery Index3. Very few of ourtier 1 suppliers4 are based in countries identified as being
highly vulnerable to modern slavery.

We are strengthening our processes to carry out due
diligence and manage risks in our supply chain. During
FY21, our updated Supplier Code of Conduct was approvedby the Executive. This Code of Conduct defines our
expectations of our suppliers including adherence topolicies regarding Human Rights, Environment, Labour
and Corruption. The Code supports our commitment
to the UN Guiding Principles for Business and Human
Rights, our obligations under Australian Government
Modern Slavery Legislation. We are working to increaseadherence to this new Code of Conduct by our suppliersand contractors in FY22.

Entity Risks—Local Suppliers
Through our shared value team, we work closely with our
local communities in Argentina to identify opportunities
for local businesses in our supply chain. We recognisethat there may be some small to medium enterprisesthat are still developing management capabilities andunderstanding of labour standards.

23
4

Adherence is required regardless of if the supplier carries
out work at our sites or at other locations. Information
regarding a new supplier’s acceptance of our policies
is recorded in our supplier management system along

ACSI (2019) Modern Slavery Risks, Rights and Responsibilities
https://www.globalslaveryindex.org/2018/data/maps/#prevalence
Further investigation with our tier 1 suppliers is required to quantify potential geographic risks present in tier 2 supplierswith general legal, fiscal and tax information. For existing
suppliers, acceptance of our policies regarding humanrights have been incorporated into purchase orderstatements, which are accepted by the supplier anddocumented in our supplier management system.

understand how we can manage any potential risks withthese suppliers. Our Procurement and Shared Value teams
provide support and training for these suppliers regarding
labour regulation and the implications of the corresponding
labour union agreements.

Contract-specific human rights, environmental, andfinancial screening criteria are also used when inviting
vendors to provide products or services. For any contractors
working on our sites, appropriate health and safety
performance is considered critical. The Health, Safety andEnvironment teams and Risk Management teams support
the Procurement teams with site-based inspections
and evaluation of suppliers. During FY21, we initiatedenvironmental and social assessments of key suppliers of
SDJ and Borax Argentina. 23 SDJ suppliers and 12 Borax
Argentina suppliers were screened through this process.

Consultation with Controlled Entities

Additional Requirements for On-site Suppliers
For contractors and service providers who work at ourOlaroz Lithium Facility, we have incorporated an additional
level of control with our supplier management system(SICOP). SICOP assists us with documenting all supplier
relationships and managing vendor service delivery at site.
This system helps to monitor compliance with statutory andcontractual requirements. Through SICOP, we document
supplier adherence to our policies concerning health,safety, environment, and social requirements (including
human rights), as well as other contractual requirements.
The SICOP system implements document control according
to three categories: suppliers, people (employees ofcontractors) and vehicles. The people category checks thatcompanies are complying with the legal requirements ofArgentine authorities regarding issues such as payment ofsalaries, health and safety, and fair workload.
Instances where suppliers or contractors fail to meetrequirements are investigated with outcomes also
documented in SICOP.

Our Shared Value Team work to identify opportunities topromote human rights with our local communities andmanage programs aimed at empowering local indigenous
populations. We are focused on building the capacity of
our local and provincial suppliers so that revenue fromour supply chain activities can further contribute to thesocio-economic development of communities in theregions where we operate. We have built strong networks
with our local communities and draw on these to better5

https://www.bsr.org/en/membership/member-list

Grievance Mechanisms
Allkem has grievance mechanisms in place, including a
Whistleblower Policy that applies not only to our employees
but also our suppliers, and employees of our suppliers.
This policy encourages disclosers to report issues if theyreasonably believe someone has engaged in serious
wrongdoing. This system is managed by an external
company to guarantee transparency and objectivity. Whencomplaints are registered, they are communicated to therelevant operating company (SDJ or Borax Argentina), andan investigation is opened. All investigations are followed
through until a solution is reached.

Training and External Partnerships
Through our membership with BSR5, we have conducted
the first phase of our human rights risk assessment andduring FY21 we conducted workshops about the UN
Guiding Principles on Business and Human Rights for our
staff and leadership teams, including a specific section onModern Slavery.

Reporting on Progress
We report annually, in our Sustainability Report, on our
performance against material social and environmental
topics. We will continue to adapt our key performanceindicators in our Sustainability Report to include progressagainst our Modern Slavery Action Plan, summarised on
the next page.

Allkem Modern Slavery Statement 2021

Engagement and Collaboration with Local
Community Suppliers

During FY21, the management teams of controlled entities,
SDJ and Borax Argentina were involved in developing andapproving our new Supplier Code of Conduct. Social andEnvironmental assessments of key suppliers during thereporting period were also carried out with the involvement
and participation of each of these entities.

9Modern Slavery Action Plan
In the Action Plan below we have highlighted progress that was made for Allkem operations during FY21, prior to the merger
with Galaxy Resources.
We note that Galaxy Resources had not reached the entity revenue reporting threshold during FY20 or FY21. Due to this,the company was not required submit a Modern Slavery Statement with the Australian Government Register. Although
not required to submit a statement, work had been carried out to assess preparedness for reporting. This work included
development of a Modern Slavery Standard, and Self-Assessment Questionnaire (SAQ) document. Standard form contracts
were also updated to include modern slavery risk clauses
During FY22, our focus will be on evaluating the mechanisms in place at the operations and projects of the merged entity sothat we can standardise our approach to reducing the risks of Modern Slavery across the Allkem group.

FY21 Progress(pre-merger)

Actions
1. Map our structure, operations, and supply chains•

Mapping of Allkem structure, operations, and high-level supply chains•

Continue mapping and categorising Tier 1 supply chains (for Allkem
Corporate, SDJ and Borax Argentina), and for FY 22 other operations of
the merged Company

2. Set policy commitments in relation to modern slavery•

Gap Analysis: Collating current policies, identifying gaps•

Adapting existing policies and formulating new policies as required

3. Carry out a risk assessment•

Identify high level risk factors for modern slavery across operations andsupply chain•

Carry our further, more detailed modern slavery risk assessment focusing
on suppliers or categories where high-level risk factors are identified

4. Assess and manage identified risks•

Evaluate current controls for modern slavery risk across operations andsupply chains•

Review and adapt contract terms and codes of conduct with suppliers•

Integrate modern slavery risk evaluation into supplier selection andreview process

Allkem Modern Slavery Statement 2021

5. Monitor the effectiveness of steps taken

10•

Develop supplier performance KPIs to monitor the effectiveness ofsteps taken•

Implement and report on supplier performance KPIs

6. Awareness raising actions•

Conduct training for employees on the UN Guiding Principles on Businessand Human Rights.

•

Developing training for staff on modern slavery risks and impacts•

Developing training for contractors on modern slavery risks and impacts•

Developing training of Local Communities contractors in payroll and tax
obligation topics
Complete

Ongoing

FY22 Future focus on
standardising approachfor merged entity

Allkem Modern Slavery Statement 202111

allkem.co