Announcement PDF Bannerman Energy Ltd W bannermanenergy.com Suite 7, 245 Churchill Avenue, Subiaco, Western Australia 6008 T +61 8 9381 1436 PO Box 1973, Subiaco, Western Australia 6008 E info@bmnenergy.com 23 September 2026 The Manager Market Announcements Office Australian Securities Exchange Dear Manager, CORPORATE GOVERNANCE In accordance with the ASX Listing Rules, Bannerman Energy Ltd (ASX:BMN; OTCQB:BNNLF, NSX:BMN) (Bannerman or the Company) attaches the following: 1. Corporate Governance Statement 2. Appendix 4G. This announcement was authorised to be given to ASX by the Board of Directors of Bannerman. Yours faithfully, Karen Logan Joint Company Secretary Page 1 of 25 Corporate Governance Statement Statement on Corporate Governance at Bannerman Bannerman Energy Ltd (Bannerman or the Company) is committed to a corporate governance regime which reflects Bannerman’s business principles and is designed to address the Company’s responsibilities to its shareholders, employees, the community and other stakeholders. Bannerman’s governance framework, principles and practices are regularly reviewed and revised as appropriate to reflect changes in law and good practice in corporate governance. Bannerman is a listed entity and must comply with the Australian Securities Exchange (ASX) Listing Rules, the Namibian Stock Exchange (NSX) Listing Rules, the OTCQX Market Rules, the Corporations Act 2001 (Cth) (Corporations Act) and other Australian and international laws and regulations. The ASX Listing Rules require that the Company report on the extent to which it has followed the Corporate Governance Principles and Recommendations – Fourth Edition published by the ASX Corporate Governance Council in 2019 (Recommendations). This Corporate Governance Statement (Statement) provides details of the Company’s compliance with the Recommendations during the financial year ending 30 June 2026, or where appropriate, indicates a departure from the Recommendations with an explanation. This Statement is current as of 23 September 2026 and has been approved by the Board of Directors. Bannerman’s Constitution and charters and policies referred to in this Statement are published on the Company’s website at https://bannermanenergy.com/corporate-governance/. 1. The Board of Directors (a) Role and Responsibilities of the Board The Bannerman Constitution provides that the business of the Company is managed by the Directors. The central role of the Board is to oversee and approve the Company’s strategic direction, to select and appoint a Chief Executive Officer (CEO), to oversee the Company’s management and business activities and to report to shareholders. The roles and responsibilities of the Board are formalised in the Board Charter. The Board Charter defines in detail the matters that are reserved for the Board, its committees and those that the Board has delegated to management. In addition to matters required by law to be approved by the Board, the following powers are reserved to the Board for decision:  Values - approving the Company’s statement of purpose and values to ensure the desired culture within the Company is maintained;  Strategy - providing strategic oversight and approving strategic plans and initiatives;  Board performance and composition – evaluating the performance of non-executive directors and determining the size and composition of the Board as well as recommending to shareholders the appointment and removal of directors;  Leadership selection – determining the selection and evaluating the performance of the CEO Corporate Governance Statement Page 2 of 25 and those executives reporting directly to the CEO;  Corporate responsibility – considering the social, safety, ethical and environmental impacts of Bannerman’s activities and setting policy and monitoring compliance with safety, corporate, environmental and social policies and practices;  Financial performance – approving Bannerman’s annual operating plans and budgets and monitoring management, financial and operational performance;  Financial reports to shareholders – approving quarterly, annual and half-year reports and disclosures to the market that contain, or relate to, financial projections, statements as to future financial performance or changes to the policy or strategy of the Company;  Risk management – providing oversight of risk management and setting risk management policy;  Remuneration – setting the Company’s remuneration framework to ensure it is aligned with the Company’s purpose, values, strategic objectives and risk appetite; and  Establishing procedures – ensuring that the Board is in a position to exercise its power and to discharge its responsibilities as set out in the Board Charter. The Board also recognises its responsibilities to Bannerman’s employees, the communities and environments within which Bannerman operates and, where relevant, other stakeholders. (b) Role of Management Responsibility for management of Bannerman’s operations and business activities is delegated to the CEO who is accountable to the Board. The CEO’s duties are set out in Company’s Board Charter. Specific limits on the authority delegated to the CEO and senior executives as appointed by the Company are set out in the delegated authorities approved by the Board. The role of management is to support the CEO and implement the running of the general operations and financial business of the Company including instilling and reinforcing the Company’s values, in accordance with the delegated authority of the Board. (c) Key activities of the Board The key activities of the Board undertaken during the 2026 financial year included:  Participating with management in strategic sessions to review Bannerman’s operating plan and corporate strategy and providing input and guidance on management’s execution of strategy;  Approving the execution of binding investment subscription and joint venture documentation with CNNC Overseas Limited for the strategic financing for the funding, development and operation of the Etango Uranium Project;  Continuing Board renewal with the appointment of existing Chief Executive Officer, Mr Gavin Chamberlain, as Managing Director and Danny Goeman as an independent non-executive director;  Satisfying itself that management has developed and implemented a sound system of risk management and internal control;  Reviewing and updating key corporate governance policies and practices to ensure a robust corporate governance system; and  Holding quarterly investor update webinars. Corporate Governance Statement Page 3 of 25 (d) Board Composition The Board is currently comprised of a majority of independent directors - five independent directors and two executive directors. Details on each director’s background including experience, skills and expertise and independence status and date of appointment are set out in the Directors’ Report of the Annual Report. Name of director Position Independence status Term in office Qualifications Brandon Munro Executive Chairman Executive 10.6 years LLB, B.Econ, GAICD, GradDipAppFin SIA Gavin Chamberlain Managing Director and CEO Executive 0.6 years BSc (Civil Eng), GDE, GAICD Alison Terry Independent Lead Director and Deputy Chair Independent 4.0 years LLB (Hons), B.Econ, GradDipBus(Actg), FAICD Felicity Gooding Non-Executive Director Independent 1.7 years BCom, FCA, GAICD, GradDipCA Clive Jones Non-Executive Director Independent 19.7 years B.App.Sc(Geol), M.AusIMM Bruce McFadzean Non-Executive Director Independent 1.8 years Grad Dip Mining, FAusIMM Danny Goeman Non-Executive Director Independent 0.6 years MBA, GAICD, FAIM Table 1: Details of directors Figures 1 - 4: Tenure, independence and diversity of directors Corporate Governance Statement Page 4 of 25 Following Board changes in March 2026, female representation on the Board has reduced from 40% to 29% (including executive directors). The Board’s approach to Board composition and diversity, including the rationale for recent appointments, is set out in section 8 of this Statement. (e) Skills and Expertise of the Board The Board aims to comprise directors with a broad range of skills, expertise and experience from a diverse range of backgrounds that is appropriate to the Company and its strategy. The Remuneration, Nomination and Corporate Governance Committee assists the Board with reviewing Board composition, performance and succession planning. In assessing the composition of the Board, the directors have regard to the following policies:  the role of the Chairman and CEO should not be filled by the same person;  the CEO should be a full-time employee of the Company;  the Board should include a majority of independent non-executive directors;  if the Chairman holds an executive role as an employee of the Company (“Executive Chairman”), then one of the independent directors will be nominated by the Board as the lead independent director (“Lead Independent Director”) and  the Board should represent a broad range of experience, skills and expertise considered beneficial to the Company. The executive and non-executive directors collectively have a range of relevant industry experience, operational, financial and other skills and expertise to meet its objectives. The Board and the Remuneration, Nomination and Corporate Governance Committee regularly consider and evaluate the range of experience, skills and expertise necessary to direct the Company. To assist with the review, the Remuneration, Nomination and Corporate Governance Committee evaluates a Board skills matrix that the Committee determines is appropriate for Bannerman’s operations, strategy and risks. During the year, Directors were asked to confirm their level of skill or expertise against the Board skills matrix. Based on the outcome of the review, the Board considers that it is of a sufficient size that is appropriate and effective for the Company at its current stage and that the composition of the current Board represents the best mix of directors that have an appropriate range of qualifications and expertise, can understand and competently deal with current and emerging business issues and can effectively review and challenge the performance of senior executives. The Board supplements its expertise with internal and external subject matter experts as appropriate (for example, regular attendance at Board meetings by executives and other advisers). Set out below is the Board skills matrix, disclosing the skill or expertise of the Board of Directors, including the executive directors. The Board also uses this matrix to identify potential areas of focus for Board succession planning and to identify any professional development opportunities that may benefit Directors. Corporate Governance Statement Page 5 of 25 Board skills matrix Foundational General awareness of the area gained through board oversight, briefings or adjacent experience; not a primary area of expertise. Proficient Demonstrated skill or experience gained through direct executive, professional or board-level involvement in the area. Expert Extensive, current or recent experience at a senior executive, professional or board level; recognised depth of expertise directors and management would draw on. Corporate Governance Statement Page 6 of 25 The mix of skills and experience that the Board would look to maintain and build on, include:  mining industry  uranium markets  Namibian operating environment  capital markets experience  relevant technical expertise as the Etango Project moves towards development and production. The Board also has regard to the Company’s Diversity Policy and Board Charter and will aim to achieve diversity and independence in its membership where possible, also having regard to the size and nature of the existing Board, and the magnitude of the Company’s operations. (f) Chairman, Lead Independent Director and Deputy Chair The Board Charter provides that the role of the Chairman and CEO should not be filled by the same person and if there is an Executive Chairman, then one of the independent directors will be nominated by the Board as the Lead Independent Director. Bannerman’s Constitution allows for the Board to elect a deputy chair (“Deputy Chair”). The Chairman is responsible for leadership of the Board, for the efficient organisation and conduct of the Board’s function and for the promotion of relations between Board members and between Board and management that are open, cordial and conducive to productive co-operation. The Lead Independent Director assists in responsibilities including Board performance evaluation, agenda setting for Board meetings and general meetings of shareholders. The primary role of Deputy Chair is to support the Chairman and act as chair of the meeting when the Chairman is absent or unable to perform their duties. Mr Munro was appointed Executive Chairman in March 2024, and Ms Alison Terry was appointed Lead Independent Director in March 2024 and Deputy Chair in July 2025. The Company is at variance with Recommendation 2.5 in that the Board does not have an independent chair. The Board has formed the view that it is appropriate to appoint an Executive Chairman at this stage of the Company’s development and that given the in-depth knowledge of Mr Munro with respect to the activities of the Company and uranium market in general, Mr Munro is the most appropriate person to hold the position of Chair of the Board. The Board has appointed Ms Terry as Deputy Chair and Lead Independent Chair to provide additional oversight and leadership to the Board. The roles of CEO and Executive Chairman are not held by the same person. (g) Board Code of Conduct Bannerman has developed a Board Code of Conduct, which describes the standards of ethical behaviour that directors must maintain. Compliance with the Board Code of Conduct will also assist Bannerman in effectively managing its operating risks and meeting its legal and compliance obligations, as well as enhancing Bannerman’s corporate reputation. The Board Code of Conduct describes Bannerman’s requirements on matters such as confidentiality, conflicts of interest, compliance with laws and regulations, and the protection and proper use of Bannerman’s information and assets. Corporate Governance Statement Page 7 of 25 (h) Director Independence The Company’s Board Charter provides that the Board comprise itself of a majority of independent non-executive directors. The Board has approved a policy on the independence of directors. The policy provides that the independence of a director will be assessed by determining whether the director is independent of management and free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgement. The test of whether a relationship or business is material is based on the nature of the relationship or business and on the circumstances and activities of the director. Materiality is considered from the perspective of Bannerman, the persons or organisations with which the director has an affiliation and from the perspective of the director. Materiality thresholds are considered by the Board from time to time. The Board considers that:  a material customer is a customer of Bannerman which accounts for more than 5% of Bannerman’s consolidated gross revenue;  a supplier is material if Bannerman accounts for more than 5% of the supplier’s consolidated gross revenue; and  a substantial shareholder of Bannerman or of any Bannerman subsidiary is someone who holds 5% or more of the voting capital of the relevant entity. The Board recognises that service on the Board for a period exceeding ten years is a period which could, or could reasonably be perceived to, materially interfere with a director’s ability to act independently or in the best interests of the Company. In circumstances where a director’s tenure exceeds ten years, the Board (other than that director) considers the director’s performance and the Company’s circumstances as a whole and resolves whether there are grounds for determining that the director is no longer independent. The Board reviews the independence of directors before they are appointed, on an annual basis and any other time where the circumstances of a director change such as to require reassessment. The Board also monitors the independence of non-executive directors by tabling the current interests of directors at each Board meeting. Where it is considered that a director has a material personal interest or a potential or actual conflict, it is noted and where appropriate, the relevant director leaves the meeting for that specific item of business. That decision is minuted. The Board has reviewed the independence of each of the non-executive directors in office at the date of this Statement and determined that they are all independent. The Board specifically considered Mr Jones’s interests in the Company and tenure on the Board (0.88% voting power and 19.7 years as of the date of this Statement) and considered the Company’s Independence of Directors Policy and relevant corporate governance considerations as set out in the Recommendations, Corporations Act and ASX Listing Rules, and concluded (with Mr Jones recusing himself) that there were no grounds for rejecting Mr Jones as an independent director and therefore he should be considered as such. Executive Chairman Brandon Munro and Managing Director Gavin Chamberlain are not regarded as independent due to their executive responsibilities. Corporate Governance Statement Page 8 of 25 The details of each director’s independence are set out in Table 1 of this report and in the Directors’ Report of the Annual Report. The independent status of directors standing for election or re- election is also disclosed in the notice of Annual General Meeting. (i) Directors’ Retirement and Re-election Bannerman’s Constitution states that at each annual general meeting one third, or nearest to one third (excluding the Managing Director and any director appointed to fill a casual vacancy or as an additional director), and any other director who has held office for three or more years (excluding the Managing Director) since their last election must retire. Any director appointed to fill a casual vacancy or as an additional director since the date of the previous annual general meeting must submit themselves to shareholders for election at the next annual general meeting. Directors who retire as required may offer themselves for re-election by shareholders. At least one director must stand for election at each annual general meeting. Board support for re-election of retiring directors is not automatic and is subject to satisfactory director performance and assessment of overall Board composition and capabilities. (j) Board Renewal and Succession Planning The Board, in conjunction with its Remuneration, Nomination and Corporate Governance Committee, reviews the size and composition of the Board and the mix of existing and desired competencies across members from time to time. In conducting the review, the matrix of skills referred to in section 1(e) is used to enable to Board to assess the skills and experience of each director and the combined capabilities of the Board and its committees. An important factor in succession planning is ensuring the Board comprises directors with a mix of qualifications, experience and expertise which will assist the Board in fulfilling its responsibilities, as well as assisting management in identifying and understanding strategic opportunities and risk to deliver long-term sustainable value. Also relevant is continuity and corporate memory underpinning decisions made by the Board, significant professional experience in Bannerman’s sector and long-term perspectives from the directors. This is balanced by renewal of the Board to bring in new skills, experience and perspectives. The Board has adopted guidelines in relation to the retirement and tenure of directors as set out in the Board Charter and the Board Code of Conduct. The guidelines on tenure for the Board provide that subject to circumstances prevailing at the time and the Company’s ability to find a suitable replacement, directors should aim to retire from the Board at the conclusion of the annual general meeting occurring after the tenth (10th) anniversary of the director’s first appointment or election to the Board. The Board has a discretion to extend the specified maximum term where the Board considers that an extension is in Bannerman’s best interests. The tenure of each director is set out in Table 1 of this Statement and in the Directors’ Report of the Annual Report. The mix of non-executive director tenure is depicted in Figure 1 of this Statement. Bannerman has been actively renewing the membership of the Board and has appointed five new directors since 2022. The Board has reviewed the tenure of each of the directors in office as of the date of this Statement and determined that notwithstanding the fact that Mr Munro has served more than ten years as a director of the Company it is in the best interests of the Company to support the re-election of Mr Munro at the 2026 Annual General Meeting due to the skills and Corporate Governance Statement Page 9 of 25 experience, continuity and corporate memory that he brings to the Board. Mr Munro has over 25 years’ experience as a corporate lawyer and resources executive, including direct in-country experience living and working in Namibia from 2009 to 2015 and is a prominent thought leader within the uranium sector. Mr Munro has held executive roles with Bannerman since 2009, including CEO from 2016 to 2024 and has served as Executive Chairman of Bannerman since January 2024. Independent non-executive director Mr Clive Jones has served more than 19 years as a director of the Company. Shareholders re-elected Mr Jones at the 2025 Annual General Meeting for a further three-year term and it is not the intention of Mr Jones or the Company that Mr Jones stand for re-election after his current term. (k) Evaluation of the Performance of the Board, committees and individual directors The Board undertakes ongoing self-assessment and periodic reviews of the performance of the Board, committees and individual directors. The Chairman of the Board is responsible for determining the process for evaluating Board performance. Historically, performance evaluations have consisted of various questionnaires which were completed by each director and then reviewed, tabulated and analysed by the Chair of the Remuneration, Nomination and Corporate Governance Committee. The analysis was then summarised at the next Board meeting by the Chairman of the Board. During the year, the Board conducted an evaluation of the desired skill set required, including a gap assessment, to support effective succession planning. Further information regarding Board Renewal and Succession Planning is set out in section 1(j) above. Given the recent additional appointments of directors, performance evaluation of the Board, its committees and individual directors will be undertaken for the 2026 financial year. The performance of each director retiring at the next annual general meeting is taken into account by the Board in determining whether or not the Board should support the re-election of the director. All directors, including those seeking re-election, will be asked to reconfirm that they have sufficient time to meet their responsibilities. (l) Evaluation of the Performance of the Senior Executives The Board undertakes annual reviews of the performance of the senior executives against operational targets (key performance indicators), which is overseen by the Remuneration, Nomination and Corporate Governance Committee. A senior executive, for these purposes, means key management personnel (as defined in the Corporations Act) other than a non- executive director. Annual performance evaluations of senior executives were undertaken during the year in accordance with the process disclosed in section 7 of the Remuneration Report. (m)Nominations and Appointment of New Directors Recommendations for nomination of new directors are considered by the Remuneration, Nomination and Corporate Governance Committee and approved by the Board as a whole. Appropriate checks (including as to the person's character, experience, education, criminal record Corporate Governance Statement Page 10 of 25 and bankruptcy history) of candidates are undertaken before appointment and all material information in the Company’s possession relevant to a decision on whether or not to elect or re- elect a director is provided to security holders in the Notice of Annual General Meeting. (n) Board Access to Information and Professional Advice Subject to conflicts of interest, Directors have access to members of company management and company information in the possession of management. Directors may seek external professional advice in carrying out their Company-related duties. If external professional advice is sought, a director is entitled to reimbursement of all reasonable costs where the Chairman approves such a request for advice. In the case of a request made by the Chairman, approval is required by at least two Board members. (o) Conflicts of Interest Directors are required to disclose any actual or potential conflict or material personal interests on appointment as a director and are required to keep these disclosures up to date. In the event that there is, or maybe, a conflict between the personal or other interests of a director, then the director with an actual or potential conflict of interest in relation to a matter before the Board does not receive the Board papers relating to that matter. When the matter comes before the Board for discussion, the director withdraws from the meeting for the period the matter is considered and takes no part in the discussion or decision-making process. The Company maintains a register of interests and related party transactions which is tabled at each Board meeting. (p) Director and Senior Executive Appointment, Induction Training and Continuing Education All new directors are required to sign a letter of appointment which sets out the key terms and conditions of their appointment, including duties, rights and responsibilities, the time commitment envisaged and the Board’s expectations regarding their involvement with committee work. Executive Directors and other senior executives enter into employment agreements which govern the terms of their employment. Bannerman undertakes background and screening checks prior to appointing senior executives. The biographies of Bannerman’s senior executives are available on Bannerman’s website at https://bannermanenergy.com/directors-management/. A formal induction is provided to all new directors. It includes an induction manual, comprehensive meetings with the CEO, key executives and management, information on key corporate and Board policies and visits to the Company’s Etango Project in Namibia. The Board assesses each Directors’ skills and knowledge each year and considers the need for new and existing Directors to undertake professional development to update and maintain the skills and knowledge needed to perform their role as Directors effectively. All directors are expected to maintain the skills required to discharge their obligations to the Company. Directors are encouraged to undertake continuing professional education and where this involves industry seminars and approved education courses, this is paid for by the Company where appropriate. Corporate Governance Statement Page 11 of 25 (q) Director Remuneration Details of the remuneration paid to directors (Executive and Non-Executive) are set out in the Remuneration Report in the Annual Report. The Remuneration Report also contains information on the Company’s policy for determining the nature and amount of remuneration for Non- Executive Directors, Executive Directors and senior executives and the relationship between the policy and company performance. During the 2026 financial year, the Remuneration, Nomination and Corporate Governance Committee commissioned an independent external review of the Company’s remuneration framework by The Reward Practice Pty Ltd to ensure it remained aligned with Bannerman’s evolving strategic priorities, market practice and shareholder interests. Following the annual review of the Company’s remuneration framework, the Remuneration, Nomination and Corporate Governance Committee recommended the Board approve changes designed to reinforce the link between executive reward, delivery of the Company’s strategic objectives and the creation of sustainable long-term shareholder value. The Board approved the introduction of a Short-Term Incentive (STI) Plan and Long-Term Incentive (LTI) Plan from 1 July 2026 which will measure performance of senior executives over a 12-month and 3-year performance period, respectively. Further information regarding the STI and LTI Plans is set out in section 8 of the Remuneration Report. Shareholders will be invited to consider and adopt the Remuneration Report at the Annual General Meeting. (r) Company Secretary The appointment and removal of a Company Secretary is a matter for decision by the Board. The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. The Joint Company Secretaries are responsible for the secretarial function including providing advice to directors and executives on corporate governance and regulatory matters, recording minutes of directors’ and committee meetings, administering Bannerman’s corporate governance framework and giving effect to the Board’s decisions. All directors have direct access to advice from the