Ann: Annual Report to Shareholders, page-3

I once again suggest that a S249D of the Corporations Act be called to remove Directors Rhod Grivas and Andrew Shearer.

Page 28 of the Annual Report reads: "The members of the Remuneration Committee are Mr Rhod Grivas and Mr Andrew Shearer, both of
which are deemed to be independent directors. The committee is chaired by the Board Chair, Mr Rhod Grivas.

Page 39 - "In addition, consulting fees paid during the year to the Non-Executive Chairman were $72,700 (2020: $3,600)". What on earth did Mr. Grivas provide to the Company that was valued at $72,700 - over and above his base payment of $65,000??

Page 39 - During the year an independent external remuneration consultant was engaged to assist with developing a remuneration framework and guiding principles to ensure that total remuneration packages for key management personnel (KMP) are relevant compared to current market benchmarks and competitively set to attract and retain appropriately qualified and experienced people. As a result of an internal selection process, the Company appointed BDO Remuneration and Reward Ltd (BDO) to review the existing KMP remuneration approach and determine appropriateness................." ".........The report was presented to the Chair of the Remuneration Committee, providing a summary of base salaries, statutory superannuation plans, shortterm incentive plans (STIP) and long-term incentive plans (LTIP) and assessing the positioning of the Company
compared to the market.

How was the "Share based payment" ratified? Did that form part of the duties conducted by BDO? How can Shearer and Grivas possibly be entitled to $307,180 - on top of their base wage PLUS consulting fees?

So - Grivas in total received $451,055 which is about what the Premier of Victoria earns in a year. (I don't agree with what Dan Andrews is doing however he is certainly earning his wages!) Shearer received $361,230.

This is UNACCEPTABLE.

Shareholders need to vote NO to the remuneration of the Directors of Andromeda Metals at the Annual General Meeting.

A shareholder with a large holding needs to drive the 249D application to remove Grivas and Shearer NOW.