REMUNERATION POLICYContents
1.

PURPOSE OF THIS POLICY

12.

WHO THIS POLICY APPLIES TO

13.

REMUNERATION FRAMEWORK14.

MANAGEMENT REMUNERATION

25.

MANAGEMENT INCENTIVE PLANS

26.

NON-EXECUTIVE DIRECTOR REMUNERATION

37.

DIVERSITY AND INCLUSION APPROACH

38.

PERFORMANCE EVALUATION

39.

COMMUNICATIONS

410. REVIEW DETAILS

1.

4PURPOSE OF THIS POLICY

The purpose of this Remuneration Policy is to provide the foundations when formulating andstructuring management, employee and Director remuneration.
This policy aims to structure Allkem Limited’s (Allkem or the Company) remuneration framework insuch a way that it:(a)is able to attract, engage, motivate and retain talented employees;(b)supports the Company’s business goals and strategy – with people as a key competitive
advantage;(c)

provides fair, competitive and market related remuneration ensuring an inclusive approach;(d)motivates Directors and Management of the Company to pursue the long-term growth andsuccess of the Company within an appropriate risk appetite and control environment; and(e)demonstrates a clear relationship between performance and remuneration.

2.

WHO THIS POLICY APPLIES TO

This policy applies to anyone who is involved in formulating or approving remuneration for theCompany. It provides a framework for the People and Remuneration Committee in evaluating
Executive and Director remuneration.

3.

REMUNERATION FRAMEWORKThe main aspects of Allkem’s Remuneration Policy are:

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(a)

remuneration packages are designed to retain and motivate employees to perform to the bestof their competencies, abilities and skill sets;(b)

there is no discrimination based on race, age, role, gender, religion, country of origin, sexualorientation, marital status, dependants, disability, social class or political views;(c)internal equity will be maintained - positions with similar responsibilities within the Company
will gain access to similar rewards;(d)the remuneration will be market-based and fairly reflects an employee’s skills, education andexperience;(e)compliance with all applicable laws; and(f)fair differentiation based on performance and skills shortage is applied to differentiate
employees’contributions to achieve the Company’s objectives.

4.

MANAGEMENT REMUNERATIONKey considerations when structuring Management remuneration include:(a)the remuneration offered should be in accordance with prevailing market conditions.
Exceptional circumstances will be taken into consideration when applicable;(b)total remuneration packages aim to encourage and reward superior performance and thecreation of shareholder value;(c)Management will be remunerated by an appropriate balance of fixed remuneration andperformance-based remuneration;(d)fixed remuneration should be reasonable and fair, relative to applicable market practices andto the scale of the Company’s business;(e)performance-based remuneration should be clearly defined in accordance with realistic goals
which are aligned to the Company’s short and long-term objectives;(f)remuneration and employment practices across the Company are aligned to appropriate bestpractices; and(g)the Company complies with all legal requirements in relation to employment practices.

5.

MANAGEMENT INCENTIVE PLANS

Incentive plans (equity and cash based):(a)

all plans should be considered and regularly reviewed considering legal, regulatory and market
requirements;(b)equity-based plans should be reviewed every year to determine the assignment of awards inaccordance with the plan structure approved by shareholders;(c)the People and Remuneration Committee should review and approve total proposed awards
under each plan considering the objectives outlined above; andREMUNERATION POLICY

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(d)

the People and Remuneration Committee will review, approve and keep under review theperformance hurdles in relation to each equity-based plan.

6.

NON-EXECUTIVE DIRECTOR REMUNERATIONIn developing the structure for Non-Executive Director remuneration, the following should beconsidered:(a)

Non-Executive Directors should normally be remunerated by way of fees (in the form of cash,
non-cash benefits or superannuation contributions);(b)levels of remuneration for Non-Executive Directors should reflect the time commitment andresponsibilities of the role;(c)

Non-Executive Directors should not receive performance-based remuneration;(d)Non-Executive Directors may receive Securities as part of their remuneration, however, theyshould not receive options with performance hurdles attached or performance rights as partof their remuneration; and(e)Non-Executive Directors should not be provided with retirement benefits (other than statutorysuperannuation).

Fees for Non-Executive members of the Board must be defined within the aggregate amount approvedby shareholders at an Annual General Meeting for the Company.
The Corporate Governance Statement will detail any departures from ASX Corporate Governance
Recommendation 8.2, if required.

7.

DIVERSITY AND INCLUSION APPROACH

Remuneration should be continually reviewed to ensure that there are no diversity biases inremuneration for Directors, Management or other employees of the Company. A report analysing
remuneration by gender, age and other relevant criteria must be provided to the People andRemuneration Committee at least annually.

8.

PERFORMANCE EVALUATIONBoard

The Chair of the Board, in conjunction with Nomination and Governance Committee, evaluates theperformance of the Allkem Board by way of ongoing review with reference to the composition of theBoard and its suitability to carry out the Company’s objectives. The Chair reports the results of thisperformance evaluation back to the Board at least annually.
Committees
The Chair, in conjunction with the Nomination and Governance Committee, evaluates theperformance of the Committees of the Board against each Committee Charter.

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Individual Directors
An evaluation of each individual Director’s performance is completed by the Chair in conjunction withthe Nomination and Governance Committee.
The Managing Director’s performance evaluation is reviewed by the Nomination and GovernanceCommittee on an annual basis and from time to time. Given the current size and structure of theCompany, in addition to the process for evaluation of the Board (as described above), specificevaluation of the Managing Director may be carried out on an ongoing basis through open and regularcommunication between the Chair, the Nomination and Governance Committee and the Managing
Director, to identify and monitor the achievement of key performance indicators, to provide feedback
and to provide guidance and support where any issues may become evident.
Senior Executives
The Managing Director reviews the performance of the Senior Executives and Management, reportingto the Board at least annually.
The current size and structure of the Company allows the Managing Director to conduct informal
performance evaluations of Senior Executives regularly. Formal performance evaluations of Senior
Executives are conducted on an annual basis to ensure that key performance indicators are identifiedand met, and to provide feedback and guidance, particularly where performance or mismanagement
issues are evident. A remuneration review will be conducted regularly but at least on an annual basis.

9.

COMMUNICATIONS

If you have a questions or comments about this policy or need further information, please contact theCompany’s Chief Legal Officer or Company Secretary.

10.

REVIEW DETAILSThis policy was last renewed and updated by Allkem Limited on 31 July 2020.

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