2021 Annual Report Contents FY21 Letter from the Chairman CEO Review Our Operations Our Values Board of Directors Senior Management Team Directors’ Report Sustainability Statement Remuneration Report – Audited Directors’ Declaration Auditor’s Independence Declaration Independent Auditor’s Report Financial Statements Consolidated Statement of Profit or Loss and Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements Mineral Resources and Ore Reserves Additional Information Corporate Directory 1 2 4 7 7 8 8 9 30 31 47 48 49 55 56 57 58 59 60 101 104 109 www.LynasRareEarths.com Contents FY21 Highlights $157m $498m Record Profit Record Sales $681m Cash and short term deposits 848 Employees and Contractors 10+ 21% Nationalities in Senior Leadership Women Senior Executives Zero COVID-19 Workplace Transmission in FY21 External accreditations maintained 11 Lynas Rare Earths Limited | 2021 Annual Report Letter from the Chairman Dear Shareholder, I’m pleased to present the 2021 Annual Report. Operational improvements implemented in prior years meant we were well positioned to deliver and grow in 2021, including being able to capture the benefits of much improved market conditions. Lynas achieved a record annual net profit (NPAT) of $157.1m and sales revenue increased to $489.0m during the financial year. These results were achieved as a result of strengthened market demand and prices supported by continued strong cost control. Despite external challenges faced during the year, particularly as a result of the continuing effects of the COVID-19 pandemic, total production volumes increased to 15,761 REO tonnes (FY20: 14,562 tonnes) and total NdPr production grew to 5,461 tonnes in FY21 (FY20: 4,656 tonnes). The second half of FY21 was particularly challenging for our team in Malaysia as the country dealt with a 3rd wave of COVID-19. Lynas reinforced and strengthened all health and hygiene protocols and our Lynas Malaysia team members put in an outstanding effort to ensure that operations could continue. Since the end of the financial year, we have achieved 99.5% vaccination for our Malaysian employees by participating in the Malaysian Government’s Public/Private Partnership COVID-19 Industry Immunisation Programme (PIKAS) initiative. I would like to recognise all of our Malaysian team members for their achievements in these difficult circumstances. During the year Lynas benefited from favourable market conditions and growing demand for our products. Globally, demand for electric vehicles and wind energy has accelerated and high growth in demand for NdFeB magnets contributed to growth in demand for Lynas’ NdPr product family and mixed Heavy Rare Earths. The Lynas 2025 growth vision represents Lynas’ plan to grow with the market and meet this accelerating market demand for Rare Earths. As part of this plan, work on the new Rare Earths Processing Facility in Kalgoorlie progressed well throughout the year. The Lynas balance sheet was enhanced following the successful completion of a $425m equity raise in September 2020 to fund Lynas 2025 foundation projects, primarily the construction of the Kalgoorlie Rare Earths Processing plant and the associated upgrades at the Lynas Malaysia plant. The ongoing COVID-19 pandemic continues to heighten customer and government interest in securing reliable and diversified Rare Earths supply for growing industries. As the only significant producer of separated Rare Earths outside of China, Lynas is engaged with governments around the world to sustainably address this supply chain challenge. Following year end and as announced on 22 July 2021, Lynas was awarded a $14.8 million grant as part of the Australian government’s Modern Manufacturing Initiative. The grant will enable Lynas to commercialise an industry-first Rare Earth carbonate refining process that has been “ Globally, demand for electric vehicles and wind energy has accelerated and high growth in demand for NdFeB magnets contributed to growth in demand for Lynas’ NdPr product family and mixed Heavy Rare Earths.” 22 www.LynasRareEarths.com developed inhouse at Lynas. The new process will feed the Lynas Malaysia plant as well as the proposed U.S. Rare Earth processing facility and will be installed during the construction of the Rare Earth Processing Facility in Kalgoorlie. During the year Lynas also received support from the United States Government as part of its efforts to secure sustainable critical mineral supply chains. Lynas signed two contracts with the United States Government during the year. These were a contract for Phase 1 work on a Heavy Rare Earths separation facility, and a contract for the construction of a commercial Light Rare Earths separation plant in the United States. Lynas recognises the importance of our environmental, social and govern- ance performance to all of our stakeholders, including our shareholders and our local communities. This year we refreshed our ESG reporting in line with international common metrics initiatives and, in September 2021, we confirmed Lynas’ commitment to the Science Based Targets initiative. The full ESG Report is available at the Lynas website. The Board is pleased to continue to build value for our shareholders. Lynas’ position in the market as the only producer of scale of separated Rare Earths outside of China and the Group’s performance underpinned a significant uplift in market capitalisation during the year. We are proud to have been rated as the 4th highest performing stock on the ASX measured by Total Shareholder Return. On behalf of the Board, I would like to take this opportunity to thank Amanda Lacaze, her executive team and the entire Lynas team for their continued hard work and dedication to the business throughout the year, particularly with the ongoing challenges presented by COVID-19. The Board would also like to thank you, our shareholders, for your continued support of the business. While the challenges of the pandemic are likely to remain in the short-term, Lynas’ unique position in the market and Lynas 2025 growth vision ensures the Group is well positioned to benefit from accelerated market growth. Kathleen Conlon Chairman 33 Lynas Rare Earths Limited | 2021 Annual Report CEO Review This year the Group delivered a record profit from record sales revenue. This is a testament to the resilience of the business and the excellent performance of our people in overcoming the challenges presented by the COVID-19 pandemic. This has been a significant transition year for our business. Forecasts for strong demand growth for Rare Earth materials, particularly magnetic materials, were exceeded in FY21, driven by strong consumer demand for new green technologies. In addition, governments around the world intensified their efforts in relation to securing Rare Earth supply for industry. While the ongoing pandemic continued to present challenges to the way we operate, pleasingly, our business showed that we are sufficiently agile to manage these risks and our people have stepped up and made the changes needed to achieve continued success. Overcoming the challenges of COVID-19 FY21 was a year of two halves and the conclusion of the financial year was fundamentally different from the start. We commenced the year with low COVID-19 case numbers in both Malaysia and Western Australia. Unfortunately, a vigorous third wave of COVID-19 in Malaysia led to daily cases rising to around 20,000 by the financial year end. This big step change has presented a number of challenges for the business. Ensuring the health and safety of our people and our communities is always our first priority, and even more so as we managed operations during the pandemic. During the year we enhanced our health and safety procedures in line with Malaysian Government SOPs as well as our own policies. This has stood us in good stead and we have been able to continue operations in Malaysia, albeit at 75% of our Lynas NEXT rates. This is an outstanding achievement and highlights the strong compliance of our employees in implementing our extended safety procedures in both their work and home lives. We are continuing to implement these strong protocols in recognition of the continuing risks to our people from the pandemic. Our risk management procedures have enabled the team to mitigate logistics risks related to shipping delays, including by holding more stock and carefully managing inventory. We have been pleased to provide COVID-19 vaccines to our Malaysian staff through our participation in the Malaysian Government’s Public/Private Partnership COVID-19 Industry Immunisation Programme (PIKAS) initiative with 99.5% of our people now fully vaccinated. “ Our Lynas 2025 growth vision is designed to develop our resource for the future, leverage our downstream processing capability and expand our industrial footprint to meet accelerating market demand. ” 4 www.LynasRareEarths.com Plans were progressed for the construction of a Permanent Disposal Facility (PDF) for WLP residue in Malaysia during the year, notwithstanding constraints presented by COVID-19 conditions. In recognition of these constraints, the regulator in Malaysia has extended the deadline for satisfaction of the licence condition related to the commencement of construction of the PDF to 2 March 2022. We continue to engage productively with the relevant government and regulatory authorities to progress the approvals for the PDF. Favorable market dynamics and growing demand The Rare Earths market has shown exciting growth since the beginning of FY21. The NdPr oxide China domestic price commenced the year at around US$36.0 per/kg (ex-VAT). As a result of strong demand pricing strengthened over the year reaching more favorable pricing of US$64.7 per/kg (ex-VAT) by year end. As a result of the strength- ened demand and price during the year, net sales revenue for FY21 was a record A$489.0m (FY20 A$305.1m) and total sales volume increased to 16,405 REOt (FY20 14,172 REOt). We continue to be the leading supplier of NdPr products to the Japanese market and high growth in the NdFeB market contributed to demand for our NdPr product family and mixed Heavy Rare Earths product. In addition, the demand for catalyst from the automotive and the fluid catalytic cracking (FCC) sectors is back to its pre-COVID levels. Throughout the financial year we continued to focus on our key strategic customer relationships. Across both operating sites we continue to focus on operational excellence through our continuous improvement programs. This includes strong cost control, inventory management and investment in process and product innovation. At Mt Weld, we are investing in continued exploration of the ore body. The team continued metallurgical test work on drillhole samples that were retrieved following the drilling exploration. We are excited to invest in further processing equipment at Mt Weld, including the installation of two new items; a new dryer to improve the physical quality of the concentrate and a second stack cell following the success of the Pre-Rougher Stack Cell in 2019. A comprehensive plant audit was conducted at Lynas Malaysia following the forced shutdown in the early stages of the pandemic. The team has developed and is implementing a comprehensive maintenance program to ensure the plant continues to perform at the high level seen in FY21. Water management is important to our operations and a key focus of our ESG philosophy. Our teams at both Mt Weld and Lynas Malaysia implemented new water management solutions during the year and have developed plans for further significant improvements. The strength of the Rare Earths market, despite the ongoing challenges of the pandemic, reinforced the impor- tance of Rare Earth material globally. This resulted in governments around the world taking action to address supply chain vulnerabilities. As the only producer of separated Rare Earths outside of China, Lynas continues to play an active role in the development of robust and resilient Rare Earth supply chains for key international markets. Meeting customer needs for safe, sustainable, and ethically responsible Rare Earths In FY21, NdPr production was 5,461 tonnes and total REO production was 15,761 tonnes. At Mt Weld, preparations were made to commence a new mining campaign, which started in Q1 FY22. We maintained strong safety results in FY21, achieving 12-month rolling lost time injury frequency rate at 0.8 per million hours worked at 30 June 2021 (June 2020 0.8/m hours worked). Similarly, the 12-month total recordable injury frequency rate improved to 2.1 per million hours worked at 30 June 2021 (June 2020 3.5/m hours worked). 5 Lynas Rare Earths Limited | 2021 Annual Report CEO Review In line with our determination to operate as an ethical and responsible producer of Rare Earth materials, Lynas Malaysia was awarded a Gold Medal EcoVadis Sustainability rating for the second time. Once again, this places Lynas Malaysia among the top 5% of companies evaluated. Progress towards our Lynas 2025 vision Our Lynas 2025 growth vision is designed to develop our resource for the future, leverage our downstream processing capability and expand our industrial footprint to meet accelerating market demand. Having confirmed our plans for the Kalgoorlie Rare Earths Processing Facility in FY20, during FY21 we put that plan into action. We closed the financial year with equipment ordered and people on site executing on the early works that have been approved by the regulator. Key achievements for the Kalgoorlie Rare Earths Processing Facility in FY21 included: First Kalgoorlie-based employees hired. • Placement of orders for all long lead time items and 60% of total equipment requirements. • • Minor and preliminary works on site, as approved by the WA Environmental Protection Authority (EPA) in March 2021. These works established an access road, site office and a pad suitable for the delivery of equipment such as the steel tanks that were fabricated in Perth. • Four-week public review of the Environmental Review Document for the Kalgoorlie Rare Earth Processing Facility by the EPA, which commenced on 9 June 2021, including the operation of a community Pop-up Information Point in Kalgoorlie in September 2020 and again in June 2021, allowing community members to visit the shopfront and discuss plans for the project with Lynas team members. In FY21 we also advanced our plans for a proposed U.S. Rare Earths Separation Facility. This included signing two separate funding contracts with the United States Government in FY21. In line with U.S. Department of Defense (DoD) Phase 1 milestones, we submitted detailed engineering and design work for the Heavy Rare Earths (HRE) Separation Facility to the U.S. Government during the year. Our project teams also progressed site studies and planning for an integrated Heavy and Light Rare Earths Separation Facility. Growing our business for the future FY21 has been a significant transitional year for the Lynas business. We have demonstrated that we are sufficiently agile to manage risks, and this has seen the company deliver a strong result in challenging times. We have made good progress on our Lynas 2025 projects, and the excellent financial and operational performance delivered during the year is the direct result of the hard work, determination and resilience of the people in this business. We are focused on delivering our Lynas 2025 growth ambitions. In addition, we are developing new plans that will allow us to grow faster to meet market demand and achieve accelerated growth by 2025. I would like to acknowledge the outstanding performance of our people during the year despite the challenges of COVID-19 and thank the Board for their continued support and guidance. I would also like to thank you, our shareholders, for your commitment to our business. I look forward to updating you on our achievements in the next financial year. Amanda Lacaze Managing Director and Chief Executive Officer 6 www.LynasRareEarths.com Our Operations Living our values Care Achievement Expertise Diversity Sustainability We care for and respect each other, our communities and the environment. We make sure we all go home safe and well. We are resilient and committed. We overcome challenges to achieve our goals. We are driven to be the world’s best in Rare Earths and to earn the respect of our customers. We are a multicultural company. We value and embrace diversity. We are passionate about contributing to a sustainable future and green technologies. Lynas Rare Earths Limited | 2021 Annual Report 7 Lynas Malaysia: Integrated Rare Earths refinery in Gebeng, Malaysia.MALAYSIAMt Weld, WA: Tier 1 Rare Earths deposit, Concentration PlantAUSTRALIAUNITED STATESProposed U.S. Heavy Rare Earths and Light Rare Earths Processing FacilitiesKalgoorlie, WA: Rare Earths Processing Facility under construction BOARD OF DIRECTORS Kathleen Conlon Chair Amanda Lacaze Managing Director & CEO Philippe Etienne Non-Executive Director Dr Vanessa Guthrie AO Non-Executive Director John Humphrey Non-Executive Director Grant Murdoch Non-Executive Director SENIOR MANAGEMENT TEAM Amanda Lacaze Managing Director & CEO Mimi Afzan Afza Vice President People & Culture Dato’ Mashal Ahmad Vice President Malaysia Daniel Havas Vice President Strategy & Investor Relations Sarah Leonard General Counsel & Company Secretary Kam Leung Vice President Upstream Pol Le Roux Vice President Downstream Jennifer Parker Vice President Corporate Affairs Gaudenz Sturzenegger Chief Financial Officer 8 www.LynasRareEarths.com Directors’ Report The Board of Directors (the “Board” or the “Directors”) of Lynas Rare Earths Limited (the “Company”) and its subsidiaries (together referred to as the “Group”) submit their report for the year ended 30 June 2021. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows: CORPORATE INFORMATION Lynas Rare Earths Limited is limited by shares and is incorporated and domiciled in Australia. The Group’s corporate structure is as follows: Lynas Corporation Limited ACN 009 066 648 ABN 27 009 066 648 Date of Incorporation 23/5/1983 Registered in WA 0.01% 100% Lynas Services Pty Ltd ABN 31 103 936 232 Date of Incorporation 3/3/2003 Registered in Victoria 100% Mt Weld Holdings Pty Ltd ABN 75 073 998 106 Date of Incorporation 15/5/1996 Registered in WA 100% 100% 100% 100% Lynas Kalgoorlie Pty Ltd Lynas USA LLC Lynas Malaysia Sdn Bhd ABN 73 053 160 302 Date of Incorporation 29/7/1991 Registered in NSW Date of Incorporation 24/6/2019 Registered in Delaware, USA Malaysian Company No 200601032530 Date of Incorporation 6/11/2006 Registered in Malaysia Lynas Africa Holdings Pty Ltd ACN 148 189 511 Date of Incorporation 13/1/2011 Registered in Victoria 100% Mt Weld Mining Pty Ltd ABN 96 053 160 400 Date of Incorporation 29/7/1991 Registered in NSW 99.99% Lynas Africa Limited Malawi Company No 8409 Date of Incorporation 12/7/2007 Registered in Malawi 9 Lynas Rare Earths Limited | 2021 Annual Report DIRECTORS The names and details of the Company’s Directors who were in office during or since the end of the financial year are as set out below. All Directors were in office for this entire period unless otherwise stated. Kathleen Conlon BA (Econ) (Dist.), MBA, FAICD Non-Executive Chair (Appointed to Chair 30 September 2020) Ms Conlon was appointed as a Non-Executive Director from 1 November 2011. Ms Conlon is currently a Non-Executive Director of REA Group Limited, Aristocrat Leisure Limited, BlueScope Steel Limited and The Benevolent Society and is a former Non-Executive Director of CSR Limited. She is a member of Chief Executive Women, former President of the NSW division of the Australian Institute of Company Directors and a former member of the National Board of the Australian Institute of Company Directors. Ms Conlon is a former Chairperson of the audit committee of the Commonwealth Department of Health. Prior to her Non-Executive Director career, Ms Conlon spent 20 years in professional consulting where she successfully assisted companies to achieve increased shareholder returns through strategic and operational improvements in a diverse range of industries. Ms Conlon is one of the pre-eminent thought leaders in the area of operations and change management, both in Australia and globally. In 2003, Ms Conlon was awarded the Commonwealth Centenary medal for services to business leadership. Ms Conlon is a member of the Nomination, Remuneration and Community Committee and the Health, Safety and Environment Committee. Mike Harding MSc (MecEn) Non-Executive Chair (Resigned 30 September 2020) Mr Harding joined the Company as Non-Executive Chairman on 1 January 2015 and has significant experience with industrial businesses, having previously held management positions around the world with British Petroleum (BP), including as President and General Manager of BP Exploration Australia. Mr Harding is currently Chairman of Downer EDI Ltd, Chairman of Horizon Oil Limited, and a Non-Executive Director of Cleanaway Waste Management Limited (formerly Transpacific Industries Group Ltd). He is a former Chairman of Roc Oil Company Limited and a former Non-Executive Director of Santos Limited and Clough Limited. Mr Harding resigned from the Company effective 30 September 2020. Amanda Lacaze BA, MAICD Managing Director Ms Lacaze was appointed as Managing Director and Chief Executive Officer of the Company on 25 June 2014 following her appointment as a Non-Executive Director of the Company on 1 January 2014. Ms Lacaze brings more than 25 years of senior operational experience to Lynas, including as Chief Executive Officer of Commander Communications, Executive Chairman of Orion Telecommunications and Chief Executive Officer of AOL|7. Prior to that, Ms Lacaze was Managing Director of Marketing at Telstra and held various business manage- ment roles at ICI Australia (now Orica and Incitec Pivot). Ms Lacaze’s early experience was in consumer goods with Nestle. Ms Lacaze is a member of Chief Executive Women and the Australian Institute of Company Directors. She was a Non-Executive Director of ING Bank Australia until 30 May 2021. Ms Lacaze holds a Bachelor of Arts Degree from the University of Queensland and postgraduate Diploma in Marketing from the Australian Graduate School of Management. Philippe Etienne MBA, BSc (Phys) (Pharm) Non-Executive Director Mr Etienne joined the Company as a Non-Executive Director on 1 January 2015. He is a Non-Executive Director of Cleanaway Waste Management Limited (formerly Transpacific Industries Group Ltd), Aristocrat Leisure Limited and Chairman of ANZ Terminals Pty Ltd. Mr Etienne was also the former Managing Director and Chief Executive Officer of Innovia Security Pty Ltd. Previously, he was Chief Executive Officer of Orica Mining Services and was a member of Orica Limited’s Executive 10 www.LynasRareEarths.comDirectors’ Report Committee. Mr Etienne is a graduate of the Australian Institute of Company Directors. His career includes senior executive positions with Orica in Australia, the USA and Germany including strategy and planning and responsibility for synergy delivery of large scale acquisitions. Mr Etienne is the Chair of the Health, Safety and Environment Committee and a member of the Audit and Risk Committee. John Humphrey LLB Non-Executive Director Mr Humphrey joined the Company as a Non-Executive Director on 15 May 2017. His key areas of expertise include mergers and acquisitions, corporate finance and corporate governance. Mr Humphrey is a senior consultant to King & Wood Mallesons. He was the Dean of the Faculty of Law at Queensland University of Technology from January 2013 until June 2019. He was a Senior Partner at King & Woods Mallesons between 1998 and 2012 and a Partner at Corrs Chambers Westgarth between 1980 and 1998. He is an experienced Non-Executive Director having previously been Chairman and a Non-Executive Director of Spotless Group Holdings until 31 January 2021 and Chairman and Non-Executive Director of Auswide Bank Limited (formerly Wide Bay Australia Limited) until 31 December 2020. He was appointed as Chairman and a Non-Executive Director of Titles Queensland in August 2021 and he has previously served as Chairman and Non-Executive Director of Horizon Oil Limited and Villa World Limited, Deputy Chairman of King & Wood Mallesons and as a Non-Executive Director of Cromwell Property Group, Downer Group Limited, and Sunshine Broadcasting Group Limited. He has also served as a member of the Australian Takeovers Panel. Mr Humphrey is the Chair of the Nomination, Remuneration and Community Committee and a member of the Audit and Risk Committee. Grant Murdoch M COM (Hons), FAICD, FCA Non-Executive Director Mr Murdoch joined the Company as a Non-Executive Director on 30 October 2017. Mr Murdoch has more than 38 years of chartered accounting experience. From 2004 to 2011, Mr Murdoch led the corporate finance team for Ernst & Young Queensland and was an audit and corporate finance partner with Deloitte from 1980 to 2000. Mr Murdoch has extensive experience in providing advice in relation to mergers, acquisitions, takeovers, corporate restructures, share issues, pre-acquisition pricing due diligence advice, expert reports for capital raisings and initial public offerings. Mr Murdoch is currently a Non-Executive Director and chair of the audit committee of the listed entity OFX Ltd and Auswide Bank Ltd (from 1 January 2021). He was previously a director and the chair of the audit committee for ALS Limited, Redbubble Limited and QIC. He is a senator of the University of Queensland (as well as chair of the risk committee and member of the finance committee), an adjunct professor at the University of Queensland Business School and a director of UQ Holdings Limited. Mr Murdoch has a Master’s degree in Commerce (Honours) from the University of Canterbury, New Zealand, is a graduate of the Kellogg Advanced Executive Program and the Advanced Leadership Program at Northwestern University. He is a fellow of both the Institute of Chartered Accountants in Australia and New Zealand and of the Australian Institute of Company Directors. He is a member of the AICD State Council for Queensland for the Australian Institute of Company Directors. Mr Murdoch is the Chair of the Audit and Risk Committee and a member of the Nomination, Remuneration and Community Committee. Dr Vanessa Guthrie AO, Hon DSc, PhD, BSc (Hons) Non-Executive Director (Appointed 1 October 2020) Dr Guthrie was appointed as a Non-Executive Director on 1 October 2020. Dr Guthrie has qualifications in geology, environment, law and business management including a PhD in Geology and over 30 years’ experience in the resources sector. Dr Guthrie is currently a non-executive Director of Santos Limited, Tronox Holdings PLC and Cricket Australia, a Lead Independent Director and Deputy Chair of Adbri Limited, and Pro-Chancellor of Curtin University. Dr Guthrie was formerly the Deputy Chair of the WACA and non-executive Director of the Australian Broadcasting Corporation. In 2017, Dr Guthrie was awarded an Honorary Doctor of Science from Curtin University for her contribution to sustainability, innovation and policy leadership in the resources industry. Dr Guthrie was appointed an Officer of the Order of Australia in 2021 for contribution to the minerals and resources sector. 11 Lynas Rare Earths Limited | 2021 Annual Report Dr Guthrie is a member of the Nomination, Remuneration and Community Committee and the Health, Safety and Environment Committee. Resignations Mike Harding resigned effective 30 September 2020. There have been no other resignations from the Board. COMPANY SECRETARIES Andrew Arnold (Resigned 16 April 2021) Mr Arnold was appointed as General Counsel and Company Secretary to the Group on 23 July 2008, following 15 years as a lawyer at Deacons, including six years as a Partner. During that time Mr Arnold also spent two years on secondment at Riddell Williams, Seattle. In his role at Deacons he had been overseeing the legal work of the Group since 2001. Mr Arnold was the responsible person for communication with the Australian Securities Exchange (ASX) in relation to listing rule matters. Mr Arnold resigned from the Company effective 16 April 2021. Ivo Polovineo (Resigned 16 April 2021) Mr Polovineo, appointed as Joint Company Secretary on 20 October 2014, was previously Chief Financial Officer and Company Secretary for Sino Gold Mining Limited, formerly an ASX 100 company. He was with Sino Gold for 12 years as part of the executive team. Mr Polovineo is a Fellow of the Institute of Public Accountants (FIPA) with 35 years’ experience as a CFO and Company Secretary including 25 years in the resources sector. Mr Polovineo is also Company Secretary of Variscan Mines Limited, Silver City Minerals Limited and Thomson Resources Ltd. Mr Polovineo resigned from the Company effective 16 April 2021. Sarah Leonard (Effective 27 January 2021) Ms Leonard is an experienced General Counsel and is a leading resources and infrastructure lawyer. She was previously the Group Legal Counsel at Monadelphous Group Limited, an ASX listed contractor in the resources sector. In that role, she was responsible for governance, compliance and regulatory matters in relation to the Group. Prior to her role as Group Legal Counsel, Sarah was a partner at Corrs Chambers Westgarth in the construction and infrastructure team. REMUNERATION OF KEY MANAGEMENT PERSONNEL Information about the remuneration of key management personnel is set out in the remuneration report of this Directors’ Report. The term ‘key management personnel’ refers to those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including any Director of the Company. DIRECTORS SHAREHOLDINGS As at the date of this report, the Directors’ shareholdings are consistent with the shareholdings table described in Section I(i) of the remuneration report. 12 www.LynasRareEarths.comDirectors’ Report NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES The principal activities of the Group are: Integrated extraction and processing of Rare Earth minerals, primarily in Australia and Malaysia; and • • Development of Rare Earth deposits. SIGNIFICANT CHANGES IN STATE OF AFFAIRS Except as disclosed in the review of operations, the factors and business risks that affect future performance and the subsequent events, there have been no significant changes in the state of affairs of the Group during the current financial year. PERFORMANCE REVIEW The Directors together with Management monitor the Group’s overall performance including development and implementation of the strategic plan and the operating and financial performance of the Group. REVIEW OF OPERATIONS Financial Highlights A record profit was delivered in FY2021. The external environment was very challenging primarily due to the effects of the COVID-19 pandemic. Direct effects of the pandemic included the need to implement COVID-19 health and safety protocols such as limiting the number of employees on site, shipping disruptions and delays and disrupted supply of certain key raw materials. Despite these challenges production was sustained at 75% of Lynas NEXT production capacity (equivalent to original nameplate production). As a result of careful management Lynas was able to meet the needs of key customers throughout the year. Increased sales revenue, continuing strong cost control and strengthened market prices contributed to a Net Profit After Tax (NPAT) of $157.1m. This represents a 910% increase on the FY2020 NPAT (which was heavily influenced by the 6-week temporary shutdown of the Lynas Malaysia plant due to movement controls implemented by the Malaysia Government at the start of the pandemic). Net Sales Revenue Cost of Sales Gross Profit Net Profit / (loss) after tax Cash and short- term deposits Net Assets Market Capitalisation FY21 $m 489.0 (302.2) 186.8 157.1 FY20 $m 305.1 (257.3) 47.8 (19.4) Movement % 60% 17% 291% 910% $m 183.9 (44.9) 139.0 176.5 30 June 21 $m 30 June 20 $m Movement $m % 680.8 1,083.4 5,145.2 101.7 518.4 579.1 565.0 1,262.1 3,883.1 569% 109% 308% 13 Lynas Rare Earths Limited | 2021 Annual Report Lynas raised $425m from equity holders (less $11m equity raising costs) in September 2020. The funds raised will be used for the Lynas 2025 foundation projects, primarily the construction of the Kalgoorlie Rare Earths Processing plant and associated upgrades at the Lynas Malaysia plant. Broader recognition of Rare Earth growth prospects, Lynas’ unique market position, and improved business performance underpinned a significant uplift in market capitalisation during the year. Mt Weld As part of the Lynas 2025 growth vision, Lynas Rare Earths is focused on developing the Mt Weld resource to meet forecast demand growth. As announced on 26 November 2020, two new exploration drill holes were successfully established to a depth of 100 metres and 106 metres respectively below the current Mt Weld pit floor. Both holes were extended for explora- tion purposes below the current Life of Mine pit design depth and significant and continuous intersections of Rare Earth minerals were encountered, including Light Rare Earth elements and Heavy Rare Earth elements. Subsequent to 30 June 2021, Lynas announced the successful completion of 1020m deep core drilling into fresh carbonatite below the current Rare Earth Mining open pit mine on 2 August 2021. The exploration drilling program was completed ahead of schedule in June 2021 and was designed to expand the ore body knowledge of Mt Weld by understanding the primary Rare Earth Elements mineralisation and the geology and structure of the carbonatite host rock. Further detailed analytical work including metallurgical test work will be conducted on the drillhole samples and follow-up geological work will be conducted. First pass geochemical assay results, microscopic petrology and mineralogical study reports are expected by November 2021 and the drilling report is expected to be completed in December 2021. Mining at Mt Weld has been conducted on a campaign basis due to the high REO ore grades and relatively low tonnages treated through the on-site concentration plant. No mining campaigns were undertaken in FY2021, preparation for the next mining campaign commenced in late FY2021. Commissioning of the second Stack Cell also commenced in late June. This follows the very successful implementa- tion of the Pre-Rougher Stack Cell in 2019. The Stack flotation cells are high intensity flotation cells that incorporate froth washing which removes fine impurities that are entrained in the froth stream. Both Stack Cells produce final concentrate grade and provide a capital efficient upgrade path. A second concentrate dryer has been lifted into place and installed. The new dryer is significantly larger than the initial smaller trial dryer and will be capable of drying all the concentrate produced. It is expected to be in operation in early FY22. The concentrate dryer will improve the physical quality of the RE concentrate produced at Mt Weld which will contribute to improved perfor- mance at our Malaysian plant. Lynas Malaysia Malaysia has faced extensive challenges as a result of the COVID-19 pandemic with vigorous 2nd and 3rd waves of infections. The Malaysian government has implemented significant controls on the movement of the population and limitations on staff numbers allowed to attend workplaces. Lynas has complied with all government SOPs and implemented further controls to protect the health and safety of our people, including extensive testing of our workforce and contractors prior to admission to site. To date we have had no workplace transmission of COVID-19. A small number of staff have acquired infections outside of the workplace. This has led to certain of our team members being required to isolate at times throughout the year. Despite these significant challenges Malaysian operations continued at approximately 75% of Lynas NEXT rates, sufficient to meet the needs of our key customers. In addition, we increased our contributions to our local commu- nities to mitigate the economic and health effects of the pandemic. During the year the Malaysian team conducted a thorough plant audit and is now implementing a comprehensive preventative maintenance programme. The plant has performed well throughout the year and the additional work will ensure it is well placed to uprate production as the effects of the pandemic abate. We have continued to work diligently on the development of the PDF required as a condition of our Malaysian operating licence. The regulator has extended the deadline for satisfaction of the licence condition related to the commencement of construction of the Permanent Disposal Facility (PDF) for WLP residue to 2 March 2022. Kalgoorlie The new Rare Earths Processing Facility in Kalgoorlie is a foundation project of the Lynas 2025 growth vision. 14 www.LynasRareEarths.comDirectors’ Report There was continued progress on the Facility during the year, including: • EPA (Environmental Protection Authority of Western Australia) level of assessment for the project set as “Assessment on Referral Information with additional Information”, additional information submitted to the EPA and the updated Environmental Review Document (ERD) completed. The EPA commenced the four- week public review of the ERD on 9 June 2021 and a Community Pop-up Information Point was established in Kalgoorlie during the month of June to enable community members to visit the shopfront and discuss plans for the project with Lynas team members. • Minor and preliminary site works approved by the EPA commenced in March 2021. An access road, site office and a pad suitable for the delivery of equipment such as a number of steel tanks that were fabricated in Perth have been established. • Employed the first Kalgoorlie-based members of the Lynas team. • Procurement of key process equipment is well progressed with placement of orders for all long lead time items and 60% of total equipment requirements. • Manufacture of ordered equipment continues. Fabrication of the five kiln shell sections is close to completion. Lynas USA In keeping with the Lynas 2025 growth vision to have upstream processing close to our resource and downstream processing close to our customers, Lynas is currently in the planning phase for our proposed U.S. Rare Earths Separation Facility. Lynas has now received 2 separate funding grants from the United States Government: 1. Contract signed for Phase 1 work (detailed market and strategy study plus detailed planning and design work) for the construction of a Heavy Rare Earths (HRE) separation facility in the United States (announced 27 July 2020). 2. Contract signed with the United States Government to build a commercial Light Rare Earths separation plant in the United States (announced 22 January 2021) with Department of Defense funding to be capped at approximately US$30 million with Lynas contributing a matching amount. In the June quarter, detailed engineering and design work for the Heavy Rare Earths (HRE) facility was submitted to the U.S. Government in line with U.S. Department of Defense (DoD) Phase 1 milestones. The DoD is now conducting a merit evaluation of the submission. Malawi deposit Since fiscal year 2012, no further capital investment has been made on the Kangankunde Rare Earths resource development in Malawi and the project remains on hold while the Malawi deposit remains the subject of an ongoing title dispute. As announced on 22 January 2019, the Malawi government has purported to cancel the Group’s Malawi mining lease and the Group has initiated judicial review proceedings in the Malawi courts chal- lenging that decision. Health, safety and environment Lynas is committed to ensuring the Group’s operations in Australia and Malaysia are consistent with national and international safety and sustainability best practice. Lynas has established extensive processes to ensure that our operations are safe for employees, safe for the environment and community, and secure for our customers. The 12-month rolling lost time injury frequency rate as at 30 June 2021 was 0.8 per million hours worked (June 2020: 0.8 per million hours worked). In addition, the 12-month total recordable injury frequency rate at 30 June 2021 was 2.1 per million hours worked (June 2020: 3.5 per million hours worked). Since October 2020, Malaysia has experienced a significant third wave of COVID-19 infections. We have reinforced and strengthened our well-established health and hygiene protocols in both Malaysia and Western Australia to protect the health and wellbeing of our people and communities. This includes communication and education, disclosure and reporting, testing, physical distancing, hygiene and precautionary isolation procedures. Lynas cares for the communities in which we operate and we have increased our contributions to our local commu- nities in Malaysia who have been affected by recent flood and storm events on the east coast of Malaysia in addition to the COVID-19 pandemic. 15 Lynas Rare Earths Limited | 2021 Annual Report The annual ISO audits were successfully completed for Lynas Malaysia and Mt Weld during the year for recertifi- cation of ISO 9001:2015 (Quality Management) and ISO 14001:2015 (Environmental Management) as well as for ISO 45011:2018 which was a migration from OHSAS 18001:2007 (Occupational Health and Safety Management) stand- ards. Both Lynas sites have been certified since 2012. In FY21 a review of Greenhouse Gas (GHG) emissions target frameworks was undertaken. Lynas will confirm its commitment to the Science-Based Targets initiative and release our Greenhouse Gas Policy in FY2022. In line with our commitment to international environmental best practice, detailed environmental monitoring since the start of Lynas Malaysia’s operations in Kuantan in 2012 has consistently demonstrated that Lynas Malaysia is compliant with regulatory requirements and international standards. Information concerning the Company’s environmental monitoring programs, including monitoring data, is available at www.LynasRareEarths.com. FINANCIAL AND OPERATIONAL PERFORMANCE Sales volume, revenue and costs Sales by tonnage and value FY21 FY20 FY19 FY18 Sales volume Cash receipts from customers Sales revenue Average selling price Cost of sales (REOt) (A$m) (A$m) (A$/kg) (A$m) 16,405 465.4 489.0 29.8 14,172 321.8 305.1 21.5 19,154 367.5 363.5 19.0 17,672 383.1 374.1 21.6 (302.2) (257.3) (273.1) (253.0) FY21 % change 16% 45% 60% 39% 17% The demand for Lynas products, in particular for our NdPr product family, continued to grow through the year. This led to record sales and cash collection in the final quarter of FY21. Despite the global shortage of semi-conductors which affects all industries and in particular, the automotive industry, the NdFeB market is experiencing very strong growth, supporting the demand for NdPr and the HRE produced by Lynas. At the same time, the demand for catalyst from the automotive and the FCC sectors is back to its pre-COVID levels. Market prices The average China domestic price of NdPr (VAT excluded) increased from US$36.0/kg in June 2020 to US$64.7/kg in June 2021. Future market price trends continue to depend on end product demand (in particular in the automotive industry). Lynas has developed an excellent reputation as a reliable supplier of quality products. Lynas has focused on developing strong customer relationships with strategic customers, primarily outside China. Lynas is the leading supplier of the NdPr family of products to the Japanese market. Demand from our key customers has consistently increased over the past few years, with accelerated growth in the last 12 months. Costs and production volumes Costs by tonnage and value FY21 FY20 FY19 FY18 FY21 % change Ready for sale production volume total (REOt) Ready for sale production volume NdPr (REOt) 15,761 5,461 14,562 4,656 19,737 5,898 17,753 5,444 8% 17% Total production volumes have increased despite the ongoing challenges of the COVID-19 pandemic in Malaysia. The EMCO (Enhanced Malaysian Control-Order) enforced by the Malaysian Government for the 3rd wave of COVID-19 required staff on site to be limited to 40% of our total workforce. Despite this, and water supply disruptions 16 www.LynasRareEarths.comDirectors’ Report to the Gebeng industrial estate in the June quarter, the team successfully maintained production at just over 75% of Lynas NEXT production capacity. This provided stable supply to our key customers. Cash and cash flows Net operating cash inflows Net investing cash outflows Net financing cash outflows Net cash flows Impact of foreign exchange Cash and cash equivalents Short term deposits FY21 A$m 215.0 (138.3) 405.6 482.4 (3.3) 580.8 100.0 FY20 A$m 32.1 (21.8) 2.0 12.3 (0.3) 101.7 – The equity raising completed in September 2020 resulted in net proceeds of $413.9m (approximately $425m less equity raising costs). In addition, operating cash flows increased significantly from FY20. Net investing cash outflows included the initial payments for property plant and equipment in relation to the Lynas 2025 Kalgoorlie poject as well as $100.0m of cash transferred into short term deposits. At 30 June 2021, in addition to the $580.8m in cash and cash equivalents, $100.0m was held in short term deposits. Debt and capital JARE loan Convertible bonds Total borrowings Financial income Financial expenses FY21 A$m 171.1 – 171.1 2.9 (13.4) FY20 A$m 181.2 18.8 200.0 2.7 (15.6) On 3 August 2020, bondholders converted the remaining US$12.2m (A$16.4m) convertible bonds which resulted in an additional 16.2m shares being issued. As a result of these conversions, the remaining liability in respect to the convertible bonds has been fully extinguished. No principal repayments were made on the JARE facility. The balance increased due to the unwinding of the discounting of the future cash outflows. The financial expenses have decreased by 14% as a result of lower interest expense based on lower $A equivalent principal balances for both the JARE facility and the convertible bonds throughout the year. 17 Lynas Rare Earths Limited | 2021 Annual Report During the year ended 30 June 2021, the Company issued shares as shown below: Shares on issue 30 June 2020 Issue of shares pursuant to conversion of convertible bonds Issue of shares pursuant to exercised performance rights Issue of shares pursuant to equity raise Shares on issue 30 June 2021 Performance rights At 30 June 2021, the Company had the following options and performance rights on issue: Performance rights Earnings / (loss) per share For the year ended 30 June Basic earnings / (loss) per share Diluted earnings / (loss) per share Dividends Number ‘000 699,209 16,203 744 184,923 901,079 Number ‘000 4,678 FY21 Cents per share 18.08 17.99 FY20 Cents per share (2.79) (2.79) There were no dividends declared or paid during the year ended 30 June 2021 (2020: nil) and no dividends have been declared or paid since 30 June 2021. Risk management The Group takes a proactive approach to risk management. The Directors are responsible for ensuring that risks and opportunities are identified on a timely basis and that the Group’s objectives and activities are aligned with these risks and opportunities. The Group believes it is crucial for Directors to be a part of this process, and has established an Audit and Risk Management Committee and a Health, Safety and Environment Committee. Lynas Rare Earths has a Risk Management Policy and a Risk Management Framework for oversight and manage- ment of material business risks. 18 www.LynasRareEarths.comDirectors’ Report FACTORS AND BUSINESS RISKS THAT AFFECT FUTURE PERFORMANCE Lynas operates in a changing environment and is therefore subject to factors and business risks that will affect future performance. Lynas has a Risk Management Policy and a Risk Management Framework for oversight and management of material business risks. We identify risks, then evaluate the inherent risk of an activity and the mitigation required. Risk assessments are updated by operations and management and reported to the Board of Directors. In FY2021, the Lynas Board commissioned an external risk assurance mapping exercise aligned to the Board’s risk appetite to support decision making relating to resource and capital allocation. Set out below are the principal risks and uncertainties that could have a material effect on Lynas’ future results, both operationally and financially. It is not possible to determine the likelihood of these risks occurring with any certainty. In the event that one or more of these risks materialise, Lynas’ reputation, strategy, business, operations, financial condition and future performance could be materially and adversely affected. There may also be other risks that are currently unknown or are deemed immaterial, but which may subsequently become known and/or material. These may individually or in aggregate adversely affect Lynas. 1. Impact of COVID-19 and general economic conditions In light of recent global macroeconomic events, including the impact of COVID-19, it is likely that some of the coun- tries in which Lynas operates will experience an economic recession or downturn of uncertain severity and duration. These economic disruptions could have a material adverse effect on Lynas’ operating and financial position and performance and could affect the price of Lynas shares. Additionally, the events relating to COVID-19 have resulted in significant market changes and volatility of supply and demand. The outbreak and its impacts are rapidly evolving and outcomes are uncertain and dependent upon many factors beyond Lynas’ control. Many of the risks highlighted in further detail below may be heightened due to the impacts of the COVID-19 pandemic. There continues to be considerable uncertainty as to the further short- and long-term impact of COVID-19 including in relation to governmental responses, international trade impacts, potential taxation changes, work stoppages, lockdowns, quarantines, travel restrictions and the impact on the global economy and share markets. The potential effects of these possible outcomes on Lynas include: • closure of and/or reduced capacity at Lynas’ plants and facilities; • delays or interruption in supply chains leading to an inability to obtain raw materials, finished products or components, or to distribute products to customers; • health outcomes for Lynas’ employees or its customers’ employees, which could result in the closure of a plant or facility for a period and could adversely affect the availability of technically equipped and qualified personnel needed to conduct certain operations; • a reduction in processing of downstream products and production of end-products that utilize Lynas’ Rare Earths or other industrial activity, leading to a decrease in demand for Lynas’ Rare Earths; • counterparty non-performance or claims under existing contractual arrangements; • • delays of projects with large associated capital spend, deferral of discretionary capital spend and impact on insolvency of counterparties (including customers); valuation of assets; • disruptions to international trade resulting from policies developed by governments in response to COVID-19 or as a result of disputes or disagreements amongst governments on matters relating directly or indirectly to COVID-19. 19 Lynas Rare Earths Limited | 2021 Annual Report 2 2.1 Operational risks Rare earth prices Lynas’ revenue is affected by market fluctuations in Rare Earth prices. This is because the product prices used in the majority of Lynas’ sales are calculated by pricing formulae that reference published pricing for various Rare Earths materials. The market price has been volatile in the past because it is influenced by numerous factors and events that are beyond the control of Lynas. These include: • Supply side factors: Supply side factors are a significant influence on price volatility for Rare Earth materials. Supply of Rare Earth materials is dominated by Chinese producers. The China Central Government regulates production via quotas and environmental standards. Over the past few years, there has been significant restructuring of the Chinese market in line with China Central government policy. However, periods of restricted supply, over supply or speculative trading of Rare Earths can lead to significant fluctuations in Rare Earth pricing. • Demand side factors: Demand side factors are also a significant influence on price volatility for Rare Earth materials. Demand for end-products that utilise Lynas’ Rare Earths including internal combustion vehicles, hybrid vehicles, electric vehicles and electronic devices fluctuates due to factors including global economic trends, regulatory developments and consumer trends. • Geopolitical factors: Recently Rare Earths have been the focus of significant attention, including as a result of supply chain issues highlighted by the COVID-19 pandemic. The table below illustrates how China domestic prices of NdPr (excluding VAT) have moved over FY21: September 2020 Quarter December 2020 Quarter March 2021 Quarter June 2021 Quarter US$/kg 40.8 48.7 68.2 69.9 Lynas’ approach to reducing pricing volatility for its customers includes: • Promoting fixed pricing to some customers, set for periods relevant to customer operations; • Developing long term contracts that aim to reduce price variations for end users and OEMs such as car makers and wind turbine manufacturers. Lynas achieved a small price premium compared to the NdPr market price, supported by: • Sustained demand from the Japanese market and selected customers in China; • The recognition by the market that Lynas is now well established as the only supplier of scale of separated Rare Earths outside China; • End users placing more importance on being able to trace the origin of rare earths from an ethical and environmentally responsible source of production to their end products, which Lynas can fulfil. Strong Rare Earth prices, as well as real or perceived disruptions in supply, may create economic incentives to identify or create alternate technologies that ultimately could depress future long-term demand for Rare Earths. This may, at the same time, incentivise the development of additional mining properties to produce Rare Earths. If industries reduce their reliance on Rare Earth products, the resulting change in demand could have a material adverse effect on Lynas’ business. In particular, if prices or demand for Rare Earths were to decline, this could impair Lynas’ ability to obtain financing for current or additional projects and its ability to find purchasers for its products at prices acceptable to Lynas. It is impossible to predict future Rare Earths price movements with certainty. Any sustained low Rare Earths prices or further declines in the price of Rare Earths, including as a result of periods of over-supply and/or speculative trading of Rare Earths, will adversely affect Lynas’ business, results of operations and its ability to finance planned capital expenditures, including development projects. 2.2 Market competition Lynas Rare Earths supply contracts and profits may be adversely affected by the introduction of new mining and separation facilities and any increase in competition in the global Rare Earths market, either of which could increase the global supply of Rare Earths. If this is at a rate faster than demand growth it could potentially lead to lower prices. 20 www.LynasRareEarths.comDirectors’ Report 2.3 Exchange rates Lynas is exposed to fluctuations in the US dollar as all sales are denominated in US dollars. Lynas borrows money and holds a portion of cash in US dollars, which provides Lynas with a partial natural hedge. Accordingly, Lynas’ income from customers, and the value of its business, will be affected by fluctuations in the rate by which the US dollar is exchanged with the Chinese Renminbi and the Australian dollar. Lynas is exposed to fluctuations in the Malaysian ringgit (MYR), which is the currency that dominates Lynas’ cash operating outflows in Malaysia. In addition, most of Lynas’ non-current assets are Lynas Malaysia assets which are denominated in MYR. Adverse movements in the Australian dollar against the US dollar and the MYR may have an adverse impact on Lynas’ financial position and operating results. The following table shows the average USD/AUD and MYR/AUD exchange rates over the past five years: 30 June 2021 $ 30 June 2020 $ 30 June 2019 $ 30 June 2018 $ 30 June 2017 $ USD/AUD MYR/AUD 0.7468 3.0806 0.6714 2.8233 0.7156 2.9521 0.7391 2.9837 0.7545 3.2331 In-China market prices for Rare Earths are denominated in the Chinese Renminbi. A devaluation in the Chinese Renminbi would increase attractiveness in Chinese exports and China’s internal supply. Fluctuation in the Chinese Renminbi against the US Dollar therefore also increases the foreign exchange exposure on Lynas. 2.4 Operational and development risks Lynas’ operations and development activities could be affected by various unforeseen events and circumstances, such as hazards in exploration, the ability of third parties to meet their commitments in accordance with contractual arrangements, and the delivery and grades of ore and performance of processing facilities at design specification. Factors such as these may result in increased costs, lower production levels and, following on from that, lower revenue levels. Any negative outcomes flowing from these operational risks could have an adverse effect on Lynas’ business, financial condition, profitability and performance. 2.5 Nature of mining Mineral mining involves risks, which even with a combination of experience, knowledge and careful evaluation may not be able to be fully mitigated. Mining operations are subject to hazards normally encountered in exploration and mining. These include unexpected geological formations, rock falls, flooding, dam wall failure and other incidents or conditions which could result in damage to plant or equipment, which may cause a material adverse impact on Lynas’ operations and its financial results. Projects may not proceed to plan with potential for delay in the timing of targeted output, and Lynas may not achieve the level of targeted mining output. Mining output levels may also be affected by factors beyond Lynas’ control. 2.6 Mineral and ore reserves No assurance can be given that the anticipated tonnages and grades of ore will be achieved during production or that the anticipated level of recovery will be realised. Mineral resource and ore reserve estimates are based upon estimates made by Lynas personnel and independent consultants. Estimates are inherently uncertain and are based on geological interpretations and inferences drawn from drilling results and sampling analyses. There is no certainty that any mineral resources or ore reserves identified by Lynas will be realised, that any anticipated level of recovery of minerals will be realised, or that an identified ore reserve or mineral resource will be a commercially mineable (or viable) deposit which can be legally and economically exploited. Further, the grade of mineralisation which may ultimately be mined may differ materially from what is predicted. The quantity and resulting valuation of ore reserves and mineral resources may also vary depending on, amongst others, metal prices, cut-off grades and estimates of future operating costs (which may be inaccurate). Production can be affected by many factors. Any material change in the quantity of ore resources, mineral reserves, grade, or stripping ratio may affect the economic viability of any project undertaken by Lynas. Lynas’ estimated mineral resources and ore reserves should not be interpreted as assurances of commercial viability or potential or of the profitability of any future operations. Investors should be cautioned not to place undue 21 Lynas Rare Earths Limited | 2021 Annual Report reliance on any estimates made by Lynas. Lynas cannot be certain that its mineral resource and ore reserve esti- mates are accurate and cannot guarantee that it will recover the expected quantities of metals. Future production could differ dramatically from such estimates for the following reasons: • actual mineralisation or Rare Earth grade could be different from those predicted by drilling, sampling, feasibility or technical reports; increases in the capital or operating costs of the mine; • • decreases in Rare Earth oxide prices; • changes in the life-of-mine plan; • the grade of Rare Earths may vary over the life of a Lynas project and Lynas cannot give any assurances that any particular mineral reserve estimate will ultimately be recovered; or • metallurgical performance could differ from forecast. The occurrence of any of these events may cause Lynas to adjust its mineral resource and reserve estimates or change its mining plans. This could negatively affect Lynas’ financial condition and results of operations. Moreover, short-term factors, such as the need for additional development of any Lynas project or the processing of new or different grades, may adversely affect Lynas. Lynas reports its mineral resources and ore reserves in accordance with the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“JORC Code”). 2.7 Processing operations Lynas’ operations are subject to the operating risks associated with Rare Earth processing, including performance of processing facilities, and the related risks associated with storage and transportation of raw materials, products and residues. These operating risks have the potential to cause personal injury, property damage and environmental contamination, and may result in the shutdown of affected facilities and in business interruption and the imposition of civil or criminal penalties, and negatively impact the reputation of Lynas. The hazards associated with Lynas’ mining and processing operations and the related storage and transportation of products and residues include: • pipeline and storage tank leaks and ruptures; • explosions and fires; • mechanical failures; and • chemical spills and other discharges or releases of toxic or hazardous substances or gases. These hazards may cause personal injury and loss of life, damage to property and contamination of the environ- ment, which may result in suspension of operations and the imposition of civil or criminal penalties, including fines, expenses for remediation and claims brought by governmental entities or third parties. Although Lynas has detailed and closely managed plans to mitigate these risks and maintains property, business interruption and casualty insurance of types and in the amounts that it believes is customary for the chemicals industry, Lynas is not fully insured against all potential hazards incidental to its businesses. 2.8 Availability of key inputs, Including water The Mt Weld Concentration Plant and the Lynas Malaysia Plant rely on the ready availability of key inputs, including chemical reagents, water, electricity and gas. Any inability of Lynas to obtain such inputs in sufficient quantities on a timely basis could materially adversely affect Lynas’ operations. For example, the insolvency of key suppliers may adversely affect the availability of chemical reagents. In addition, the water supply to the Mt Weld Concentration Plant is primarily sourced from a local aquifer supplemented by recycling, and the water supply to the Lynas Malaysia plant is primarily sourced from the local Kuantan water supply infrastructure, supplemented by recycling. Reductions in water availability from those sources, for example due to changes in weather patterns or failures of infrastructure, could materially adversely affect the availability of water to the Lynas operations. 2.9 Supply chain and counterparty risk Lynas is dependent on contractors and suppliers to supply vital goods and services to its operations, including for the supply of chemicals and other materials. Lynas is therefore exposed to the possibility of adverse developments in the business environments of its contractors and suppliers, including in respect of the ability of those contractors and suppliers to meet their commitments under sales contracts. Any disruption to services or supplies may have an adverse effect on Lynas’ financial business and financial condition. 22 www.LynasRareEarths.comDirectors’ Report 2.10 Reliance on key personnel Lynas’ execution capacity is substantially attributable to the role played by a group of its senior management and key employees. Lynas’ future success depends significantly on the full involvement of these key executives and employees and its ability to continue to retain and recruit high-level personnel. The loss of key employees could significantly affect Lynas’ operations. In addition, industrial and labour disputes, work stoppages and accidents, and logistical and engineering difficulties may also have an adverse effect on Lynas’ profitability and share price. 2.11 Customer risks Lynas’ revenue is dependent on continuing sales to its key customers, many of whom require delivery to specific timetables of products that comply with detailed specifications. The loss of key customers could significantly affect Lynas’ business, for example due to disputes with customers, customers switching to other suppliers or technolo- gies, or customer businesses being adversely affected by events outside the control of Lynas, including customer insolvency or declining markets for the end-products of customers. 2.12 Industry Trends, including changes in technology Changes in technology, including switches to renewable energy sources, present both opportunities and risks to the Lynas business. As technologies and consumer trends continue to evolve, new competing technologies may emerge that may reduce demand for Lynas Rare Earth products. Any significant trends away from technologies that utilize Lynas Rare Earths products could materially adversely affect the Lynas business. 2.13 Project development risks Lynas is undertaking significant and complex construction projects, primarily related to the new Lynas Rare Earth facility in Kalgoorlie. Construction projects are subject to numerous risks, many of which are outside the control of Lynas, including project delays and cost overruns, disputes with contractors, insolvency of contractors, problems with design, delays in commissioning or ramp-up and new facilities not performing in accordance with expectations. 3. 3.1 Regulatory, legal and environmental risks General regulatory risks Lynas’ business is subject, in each of the countries in which Lynas operates, to various national and local laws and regulations relating to the mining, production, marketing, pricing, transportation and storage of Lynas’ products and residues. A change in the legislative and administrative regimes, taxation laws, interest rates, and other legal and government policies may have an adverse effect on the assets, operations and ultimately the financial perfor- mance of Lynas and the market price of Lynas shares. Other changes in the regulatory environment (including applicable accounting standards) may have a material adverse effect on the carrying value of material assets or otherwise have a material adverse effect on Lynas’ business and financial condition. 3.2 Licences, permits, approvals, consents and authorisations Lynas’ mining and production activities are dependent on the granting and maintenance of appropriate licences, permits, approvals, and regulatory consents and authorisations (including those related to interests in mining tene- ments and those related to the operation of the Lynas plants in Australia and Malaysia), which may not be granted or may be withdrawn or be made subject to limitations at the discretion of government or regulatory authorities. Although such licences, permits, approvals and regulatory consents and authorisations may be granted, continued or renewed (as the case may be), there can be no assurance that such licences, permits, approvals and regulatory consents and authorisations will be granted, continued or renewed as a matter of course, or as to the terms of renewals or grants, including that new conditions, or new interpretations of existing conditions, will not be imposed in connection therewith. Whether such licences, permits, approvals and regulatory consents and authorisations may be granted, continued or renewed (as the case may be) often depends on Lynas being successful in obtaining the required statutory approvals for proposed activities. If there is a failure to obtain or retain the appropriate licences, permits, approvals and regulatory consents and authorisations, or if there is a material delay in obtaining or renewing them or they are granted subject to onerous conditions or withdrawn, then Lynas’ ability to conduct its mining and production activities may be adversely affected. 23 Lynas Rare Earths Limited | 2021 Annual Report 3.3 Political risks and government actions Lynas’ operations could be affected by government actions in Australia, Malaysia and other countries or jurisdictions in which it has interests. Lynas is subject to the risk that it may not be able to carry out its operations as it intends, including because of a change in government, legislation, guidelines, regulation or policy, including in relation to the environment, the Rare Earths sector, competition policy, native title and cultural heritage. Such changes could affect land access, the granting of licences and other tenements, the approval of developments and freedom to conduct operations. The possible extent of introduction of additional legislation, regulations, guidelines or amendments to existing legislation that might affect Lynas’ business is difficult to predict. Any such government action may require increased capital or operating expenditures and could prevent or delay certain operations by Lynas, which could have a material adverse effect on Lynas’ business and financial condition. Lynas also may not be able to ensure the security of its assets located outside Australia, and is subject to risks of, among other things, loss of revenue, property and equipment as a result of hazards such as expropriation, war, insurrection and acts of terrorism and other political risks and increases in taxes and government royalties. The effects of these factors are difficult to predict and any combination of one or other of the above may have a material adverse effect on Lynas’ business and financial position. 3.4 Malaysian regulatory matters Without limiting the generality of the risks specified above in this section, as announced on 27 February 2020, the Malaysian Atomic Energy Licensing Board (AELB) has renewed the current operating licence for the Lynas Malaysia plant for three years expiring March 2023, subject to the following key conditions: • Lynas to begin the process of developing the Permanent Disposal Facility (PDF) within the first year from the date of approval of the licence. As per the announcement on 23 August 2021, this timeline has been extended to March 2022. • Lynas must submit a work development plan for the construction of the PDF and report on its development status as determined by the AELB. • Lynas must ensure that the Cracking and Leaching plant outside Malaysia is in operation before July 2023. After that period, Lynas will no longer be allowed to import raw materials containing Naturally Occurring Radioactive Material (NORM) into Malaysia. • Holding of the financial deposit will be maintained for compliance with the relevant licence conditions. To the extent that Lynas does not, or is unable to, comply with relevant licence conditions including the key condi- tions specified above, and/or comply with licence conditions within the timeframes prescribed, then Lynas’ licences and approvals may be revoked. Government action, including legal action, may be also taken by or at the direction of the Malaysian government in order to ensure that the terms and conditions of Lynas’ licences and approvals are complied with to levels satisfactory to, and within the timeframes prescribed by, the Malaysian government. 3.5 Environmental risks Lynas’ activities are subject to extensive laws and regulations controlling not only the mining of, exploration for and processing of Rare Earths, but also the possible effects of such activities upon the environment and interests of local communities. In the context of obtaining environmental permits, including the approval of reclamation plans, Lynas must comply with known standards, existing laws and regulations which may entail greater or lesser costs and delays depending on the nature of the activity to be permitted and how stringently the regulations are implemented by the permitting authority. With increasingly heightened government and public sensitivity to environmental sustainability, environmental regulation is becoming more stringent, and Lynas could be subject to increasing environmental responsibility and liability, including laws and regulations dealing with air quality, water and noise pollution and other discharges of materials into the environment, plant and wildlife protection, the reclamation and restoration of certain of its properties, greenhouse gas emissions, the storage, treatment and disposal of residues and the effects of its business on the water table and groundwater quality. Sanctions for non-compliance with these laws and regulations may include administrative, civil and criminal penal- ties, revocation of permits and corrective action orders. These laws sometimes apply retroactively. In addition, a party can be liable for environmental damage without regard to that party’s negligence or fault. Given the sensitive nature of this area, Lynas may be exposed to litigation and foreseen and unforeseen compliance and rehabilitation costs despite its best efforts. 24 www.LynasRareEarths.comDirectors’ Report 3.6 Climate change risks In 2020, Lynas committed to continue to progress our disclosure against the recommendations of the Taskforce on Climate-Related Financial Disclosure (TCFD). We will report against the TCFD framework in the 2021 ESG Report to be released in October 2021. In FY21 a review of Greenhouse Gas (GHG) emissions target frameworks was undertaken and Lynas expects to confirm its commitment to the Science-Based Targets initiative and release a Greenhouse Gas Policy in FY2022. Climate change and the rapidly evolving response to it may lead to a number of risks, including but not limited to: • Increased political, policy and legal risks (e.g. the introduction of regulatory changes aimed at reducing the impact of, or addressing climate change, including reducing or limiting carbon emissions); Increased capital and operational costs, including increased costs of inputs and raw materials; and • • Technological change and reputational risks associated with Lynas’ conduct. Climate change may also result in more extreme weather events and physical impacts on Lynas due to the energy intensive nature of Lynas’ operations, and Lynas’ current reliance on fossil fuels for mining and processing activities. To mitigate this risk, and meet customer demand for sustainable production, Lynas is committed to transitioning to a hybrid energy solution for our Mt Weld mine and concentration plant, including renewable energy. 3.7 Disposal of residues At the Mt Weld Mine and Concentration Plant, the Lynas Malaysia Plant, and the new Lynas Kalgoorlie Rare Earths Processing Plant, Lynas operations generate/will generate residue materials in the form of solids, liquids and gases. Lynas has appropriate plans in place for the treatment, sale or disposal each of those residues. Failure to implement those plans could have a material effect on Lynas’ licensing conditions and may adversely affect its operations. 3.8 Community acceptance and reputation Lynas recognises that a strong mutual relationship with each community in which it operates is a pre-condition to successful operations. Failure to maintain those relationships and the acceptance by those communities may have an adverse effect on Lynas’ operations. In addition, Lynas recognises the importance of maintaining its reputation with its stakeholders including share- holders, regulatory authorities, communities, customers and suppliers. Failure to maintain its reputation with some or all stakeholders may have a negative effect on the future performance of Lynas. 3.9 Legal action As announced on 29 July 2021, the judicial review application lodged in Malaysia challenging the processes followed during the August 2019 renewal of the Lynas Malaysia operating licence was dismissed with a costs order made in favour of Lynas. As announced on 23 August 2021, a notice of appeal has been lodged challenging the dismissal of the judicial review application. It is possible that in the future, Lynas could be exposed to other litigation or proceedings, either from shareholders, financiers, regulators or members of the communities in which Lynas operates. 3.10 Health and safety Lynas is subject to extensive laws and regulation in respect of the health and safety of its people and communities, and the protection and rehabilitation of the environments within which it operates. Lynas must comply with known standards, existing laws and regulations which may entail greater or lesser costs and delays depending on the nature of the activity to be permitted and the implementation of the regulations by the permitting authority. 3.11 Tax risks Lynas is subject to taxation and other imposts in Australia, Malaysia and other countries or jurisdictions in which it has interests. In addition to the normal level of income tax imposed on all industries, companies in the resources sector are required to pay government royalties, direct and indirect taxes and other imposts. The profitability of companies in these industries can be affected by changes in government taxation and royalty policies or in the interpretation or application of such policies. Further, changes in tax law, or changes in the way tax law is expected to be interpreted, in the various jurisdictions in which Lynas operates, may affect the tax liabilities of Lynas. 25 Lynas Rare Earths Limited | 2021 Annual Report 4. 4.1 Financial risks Debt facilities and covenants Lynas has financing arrangements in place which are subject to acceleration and enforcement rights in the event of a default. To date, the Japan Australia Rare Earths B.V. (JARE) loan facility has been secured over all the assets of Lynas, other than Malaysia and Malawi assets. Enforcement may involve enforcement of security over the assets of Lynas and its material subsidiaries, including appointing a receiver. The principal amount of the JARE facility was US$145m as at 30 June 2021. The principal amount will be due for repayment in fixed loan repayments between 31 December 2021 and 30 June 2030. In the event significant uncertainty arises in relation to Lynas’ ability to fully repay, refinance or reschedule the outstanding balances of the JARE loan facility by the maturity date of 30 June 2030, Lynas’ ability to continue as a going concern may also be affected. In addition, Lynas’ existing debt facilities are subject to a range of covenants. A failure to comply with any of these debt covenants may require Lynas to seek amendments, waivers of covenant compliance or alternative borrowing arrangements. There is no assurance that its lenders would consent to such an amendment or waiver in the event of non-compliance, or that such consent would not be conditional upon the receipt of a cash payment, revised payout terms, increased interest rates, or restrictions in the expansion of debt facilities in the foreseeable future, or that its lenders would not exercise rights that would be available to them, including among other things, calling an event of default and demanding immediate payment of outstanding borrowings. If such a demand was made and appropriate forbearance or refinance arrangements could not be reached, Lynas may not have sufficient available funds to meet that demand. 4.2 Funding risk Lynas’ existing debt facility agreements restrict its ability to incur further debt except in certain circumstances. Should Lynas experience a protracted decline in earnings, there is a possibility that the quantum of debt and/or equity funding available to Lynas would not be sufficient to execute its strategy (including its development of large scale projects) which could have a negative impact on the future financial performance or position of Lynas. 5. 5.1 General risks General economic conditions Lynas’ operating performance and financial performance is influenced by a variety of general economic and busi- ness conditions including the level of inflation, interest rates, exchange rates and government fiscal, monetary and regulatory policies. Prolonged deterioration in general economic conditions, including an increase in interest rates or decrease in consumer and business demand, could be expected to have an adverse impact on Lynas’ business, results of operations or financial condition and performance. 5.2 Accounting standards Accounting standards may change. This may affect the reporting earnings of Lynas and its financial position from time to time. Lynas has previously and will continue to assess and disclose, when known, the effect of adopting new accounting standards in its periodic financial reporting. 5.3 Force majeure events Events may occur within or outside Lynas’ key markets that could affect global economies and the operations of Lynas. The events include, but are not limited, to acts of terrorism, an outbreak of international hostilities, fires, floods, earthquakes, changes in weather patterns or other severe weather events, labour strikes, civil wars, natural disasters, outbreaks of disease or other natural or man-made events or occurrences that can have an adverse effect on market conditions, the demand for Lynas’ product offering and services and Lynas’ ability to conduct business. 26 www.LynasRareEarths.comDirectors’ Report BASIS OF REPORT The report is based on the guidelines in The Group 100 Incorporated publication Guide to the Review of Operations and Financial Condition. ENVIRONMENTAL REGULATION AND PERFORMANCE The Group is bound by the requirements and guidelines of the relevant environmental protection authorities for the management and rehabilitation of mining tenements owned or previously owned by the Group. Mining tenements are being maintained and rehabilitated following these guidelines. The Group is also bound by the requirements of its operating licence in Malaysia. There have been no known breaches of any of these conditions. We continue to focus on ensuring positive relationships with regulators and local communities, and compliance with regulatory requirements in both jurisdictions in which we operate. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS Except as disclosed in the review of operations, the factors and business risks that affect future performance and the subsequent events, there have been no significant changes in the state of affairs of the Group during the year ended 30 June 2021. CORPORATE GOVERNANCE STATEMENT The Corporate Governance Statement of the Group, current on the date that the Directors’ Report is signed in accordance with a resolution of Directors made pursuant to s.298 (2) of the Corporations Act 2001, is located on the Group’s website, www.LynasRareEarths.com. SHARES ISSUED UPON EXERCISE OF PERFORMANCE RIGHTS During the financial year 743,643 Performance Rights were exercised as set out in Note E.7 to the Financial Statements. INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS During or since the end of the financial year, the Group has paid a premium in respect of a contract insuring all Directors and Officers of the Group against liabilities incurred as a Director or Officer of the Group, to the extent permitted by the Corporations Act 2001, that arise because of the following: (a) a wilful breach of duty; or (b) a contravention of sections 182 or 183 of the Corporations Act 2001, as permitted by section 199B of the Corporations Act 2001. The insurance contract prohibits disclosure of the premiums payable under the contract. The premiums are not included as part of the Directors’ remuneration in Section H of the Remuneration Report or Note E.7 to the Financial Statements. INDEMNIFICATION AND INSURANCE OF AUDITOR During or since the end of the financial year, the Group entered into an agreement with its auditors, Ernst & Young, indemnifying them against any claims by third parties arising from their report on the Annual Financial Report, except where the liability arises out of conduct involving a lack of good faith. No payment has been made to indemnify Ernst & Young during or since the financial year. 27 Lynas Rare Earths Limited | 2021 Annual Report NON-AUDIT SERVICES During the year Ernst & Young, the Group’s auditor, has performed certain other services in addition to the audit and review of the Financial Statements. Details of amounts paid or payable to the auditor for non-audit services provided during the year are outlined in Note E.3 to the Financial Statements. The Directors have considered the non-audit services provided during the year by the auditor, and are satisfied that the provision of non-audit services by the auditor during the year is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons: • All non-audit services were subject to the corporate governance procedures adopted by the Group and have been reviewed by the Audit and Risk Committee to ensure they do not impact the integrity and objectivity of the auditor; and • The non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Group, acting as an advocate for the Group or jointly sharing risks and rewards. COMMITTEE MEMBERSHIP During the financial year, the Group had the following Committees of the Board of Directors: Audit & Risk Committee, Health Safety & Environment Committee, and Nomination, Remuneration and Community Committee. Directors acting on the Committees of the Board during the year ended 30 June 2021 From 1 July 2020 to 30 September 2020, the structure of the Board committees was as follows: Audit & Risk G. Murdoch(c) P. Etienne J. Humphrey Health, Safety & Environment P. Etienne(c) K. Conlon M. Harding Nomination, Remuneration & Community K. Conlon(c) M. Harding J. Humphrey Between 1 October 2020 and 24 February 2021, the structure of the Board committees has been as follows: Audit & Risk G. Murdoch(c) P. Etienne J. Humphrey Health, Safety & Environment P. Etienne(c) K. Conlon V. Guthrie Nomination, Remuneration & Community J. Humphrey(c) K. Conlon G. Murdoch From 24 February 2021 to 30 June 2021, the structure of the Board committees has been as follows: Health, Safety & Environment P. Etienne(c) K. Conlon V. Guthrie Nomination, Remuneration & Community J. Humphrey(c) K. Conlon G. Murdoch V. Guthrie Audit & Risk G. Murdoch(c) P. Etienne J. Humphrey (c) Chair of Committee 28 www.LynasRareEarths.comDirectors’ Report As summarised in the Corporate Governance Statement, the Audit & Risk Committee consists of independent Directors. The number of Directors’ meetings held during the year and the number of Board and Board committee meetings attended by each Director was as follows: Directors’ Meetings Audit & Risk Health, Safety & Environment Nomination, Remuneration & Community Number of meetings held: Number of meetings attended: M. Harding(1) A. Lacaze K. Conlon P. Etienne J. Humphrey G. Murdoch V. Guthrie(2) (1) Resigned effective 30 September 2020 (2) Appointed effective 1 October 2020 14 7 14 14 14 14 14 6 4 – – – 4 4 4 – 2 – – 2 2 – – 2 5 3 – 5 – 5 2 2 AUDITOR’S INDEPENDENCE DECLARATION We have obtained an independence declaration from our auditors, Ernst & Young, which follows the Directors’ Declaration. ROUNDING OF AMOUNTS The Company is of a kind referred to in Corporations Instrument 2016/191 issued by the Australian Securities and Investments Commission, in relation to the “rounding off” of amounts. Amounts in the Directors’ Report and Financial Statements have been rounded off, in accordance with the Instrument, to the nearest thousand dollars, unless otherwise stated. SUBSEQUENT EVENTS On 23 August 2021, the Malaysian regulator, the Atomic Energy Licensing Board (AELB), extended the deadline for satisfaction of the licence condition related to the commencement of construction of the Permanent Disposal Facility (PDF) for WLP residue to 2 March 2022. This recognises the constraints presented by current COVID-19 conditions. Lynas continues to engage productively with the relevant government and regulatory authorities to progress the approvals for the PDF. As announced on 29 July 2021, on 28 July 2021 the High Court of Malaya at Kuala Lumpur dismissed the judicial review proceedings commenced by the anti-Lynas activists seeking review of the processes followed by the Government of Malaysia in reaching the August 2019 decision to renew Lynas Malaysia’s fourth operating licence. Lynas has received a notice of appeal by the anti-Lynas activists. Lynas intends to defend the appeal. The Lynas Malaysia plant currently operates under the fifth operating licence granted in February 2020. As announced on 22 July 2021, Lynas was awarded a $14.8m grant as part of the Australian governments’ Modern Manufacturing Initiative. The grant will enable Lynas to commercialise an industry-first Rare Earth carbonate refining process that has been developed by our inhouse research and development team. With the exception of the above, there have been no other events subsequent to 30 June 2021 that would require accrual or disclosure in this financial report. 29 Lynas Rare Earths Limited | 2021 Annual Report Sustainability Statement Financial year ended 30 June 2021 Operating, at all times, in accordance with best practice sustainability principles is a core value for Lynas and its people. We set high standards for ourselves. We seek at all times to have a positive effect on our people, our customers, our suppliers, our communities and the environment. The products we sell are traceable from our mine in Western Australia. Our customers can receive product assur- ance certificates to confirm that the Rare Earths they purchase from Lynas are sourced from our mine in Mt Weld, Western Australia, and processed at our plant in Gebeng, Malaysia. Our products are used in industries where environmental provenance and sustainability of business practices are of high importance. Life Cycle Assessments conducted in conjunction with customers provide environmental assurance for the Lynas Rare Earths used in customer products. Our local communities also expect us to consistently comply with high standards in this area. The Lynas Environmental, Social and Governance Report (ESG Report) for FY2021 will be sent to shareholders at the same time as our Annual Report 2021 is sent to shareholders. In addition, a copy of the Lynas ESG Report for FY2021 will be available on the Group’s website, www.LynasRareEarths.com. 30 www.LynasRareEarths.comDirectors’ Report Remuneration Report – Audited Financial year ended 30 June 2021 Dear Shareholder, I am pleased to present our Remuneration Report for the financial year ended 30 June 2021 (FY2021). Lynas has achieved excellent performance for its shareholders in FY2021. Despite the many challenges presented by COVID-19, production has been maintained to meet the strong demand for Lynas’ NdPr products. This has required a high level of commitment from the Lynas team, in particular in Malaysia. The performance of the Lynas team is reflected in the FY2021 STI Awards. We believe our incentive structures are well aligned with shareholder outcomes. For FY2022, the performance conditions of the STI and LTI Plans are focused on financial and non-financial measures that are consistent with Lynas’ strategic goals. We hope the report will assist your understanding of our remuneration objectives and policies. Yours sincerely, John Humphrey Chair Nomination, Remuneration and Community Committee 31 Lynas Rare Earths Limited | 2021 Annual Report Remuneration Report – Audited continued This report sets out Lynas’ remuneration framework and outcomes for Key Management Personnel for the financial year ended 30 June 2021. This report has been prepared and audited in accordance with the requirements of the Corporations Act 2001 and its regulations. A. LIST OF KMPS The KMP during the financial year ended 30 June 2021 were as follows: KMP Position Location Term as KMP Executive Director A. Lacaze CEO and Managing Director Australia Full Financial Year Non-Executive Directors K. Conlon Chairman, Non-Executive Director Australia M. Harding P. Etienne V. Guthrie J. Humphrey G. Murdoch Executives A. Arnold Chairman, Non-Executive Director Non-Executive Director, Chair of the HSE Committee Non-Executive Director Non-Executive Director, Chair of the Nomination, Remuneration & Community Committee Non-Executive Director, Chair of the Audit & Risk Committee General Counsel and Company Secretary G. Sturzenegger CFO S. Leonard K. Leung P. Le Roux M. Ahmad General Counsel and Company Secretary Vice President – Upstream Vice President – Downstream Vice President – Malaysia Full Financial Year (Chairman from 30 September 2020) Retired 30 September 2020 Full Financial Year Commenced 1 October 2020 Full Financial Year Australia Australia Australia Australia Australia Full Financial Year Australia Malaysia Australia Australia Malaysia Malaysia Retired 16 April 2021 Full Financial Year Commenced 27 January 2021 Full Financial Year Full Financial Year Full Financial Year B. OUR REMUNERATION GOVERNANCE The Nomination, Remuneration and Community Committee is responsible for reviewing and making recom- mendations to the Board on the remuneration arrangements for Directors and Executives. The Nomination, Remuneration and Community Committee assesses, on a regular basis, the appropriateness of the nature and amount of KMP remuneration. In fulfilling these duties and to support effective governance processes, the Committee: • consists of independent Non-Executive Directors and has an independent Chair; • has unrestricted access to management and any relevant documents; and • engages external advisers for assistance to the extent appropriate and necessary (e.g. detailing market levels of remuneration). 32 www.LynasRareEarths.comDirectors’ Report C. OUR REMUNERATION FRAMEWORK Overview Lynas’ remuneration objective is to maximise shareholder benefits by attracting, retaining and motivating a high quality board of directors and executive management team. We remunerate our people fairly and consistently with comparable employment market conditions. Lynas is the largest producer of separated Rare Earths outside of China and our remuneration framework takes into account the global nature of the rare earths business and the complexity of the critical minerals supply chain. Our Executive remuneration is linked to Lynas’ financial and operational performance. ‘At risk’ components of individual remuneration are based upon the achievement of organisational goals, both short and long term. Executive remuneration consists of a fixed pay component and an ‘at risk’ or performance related component (comprising both short term and long term incentives). Component Description How does it link to performance and strategy? Fixed Remuneration Fixed remuneration consists of base salary, non-monetary benefits and statutory superannuation contributions. Fixed remuneration is set at a level that enable Lynas to attract and retain talented people, at a cost which is acceptable to shareholders. It reflects the global nature of the rare earths supply chain, the need to attract experienced expatriate personnel to the Lynas Malaysia plant in Gebeng near Kuantan in regional Malaysia and the competition for resources personnel in Western Australia. Individual remuneration reflects the role, responsibili- ties, and experience of the relevant executive. Short Term Incentive (STI) The STI program is based on the achievement of annual financial and non-financial goals. STI supports the delivery of annual performance goals which are selected by the Board considering the budget and Lynas’ strategic initiatives. Further details of the STI Plan Structure are set out below. The STI Plan ensures annual remuneration is competitive to facilitate retention of key personnel. Half of STI is paid as deferred equity (performance rights). Long Term Incentive (LTI) The LTI program provides a reward for longer term performance. LTI focuses on long term performance goals which create sustained value for shareholders. Further details of the LTI Plan Structure are set out below. LTI is paid as deferred equity (performance rights) which aligns the interests of Executives and shareholders in ensuring the sustainable, long term performance of Lynas. Our remuneration mix aims to achieve a balance between fixed and performance related components. This contributes to a high performance culture amongst the Executive team. The tables below illustrate the remuneration mix range for Executives based on the target and maximum LTI and STI opportunities for FY2021. The actual remuneration mix for Executives will vary depending on the level of perfor- mance relative to the LTI and STI performance objectives. CEO Other Executive KMP 42.5 – 44.4% 50.6 – 53.3% 22.2 – 25.5% 26.6 – 30.3% 31.9 – 33.3% 18.9 – 20.0% Fixed STI LTI 33 Lynas Rare Earths Limited | 2021 Annual Report Remuneration Report – Audited continued Short Term Incentive Structure The structure of the STI Plan is as follows: Description Under the STI Plan, Executive KMP can earn an annual incentive based on performance during the year. STI Plan performance conditions align with Lynas’ annual operational and financial goals. The performance conditions are chosen to incentivise performance that is consistent with desired business outcomes and which contributes to longer term growth in shareholder value. The STI Plan is at risk remuneration. Actual awards depend on performance against the performance conditions. Participants Executive KMP and any employee of Lynas who is invited by the Board are eligible to participate. In addition to the Executive KMP, during FY2021, three members of the Lynas Leadership Team and ten senior employees who are critical to the delivery of Lynas’ short-term operational and financial goals were invited to participate in the STI Plan. STI Opportunity Target Performance: Up to 50% of fixed remuneration for Executive KMP (including CEO) and Lynas Leadership Team. Up to 20% of fixed remuneration for other employees. Maximum Opportunity: Up to 60% of fixed remuneration for over-achievement compared to targets for Executive KMP and Lynas Leadership Team. Up to 24% of fixed remuneration for other employees. Half of the STI opportunity is available in cash and half is available in performance rights. The number of STI performance rights to be granted is calculated by taking the volume weighted average price of Lynas’ shares for the 5 trading days up to and including the date of Board approval (the PR Value). The relevant STI grant is divided by the PR Value and rounded to the nearest whole number. Performance Conditions The Board selects both financial and non-financial performance conditions based on the Lynas budget and strategic plan. For FY2021, three bands of performance were set for each performance condition: • Threshold: 90% of budget – 80% award • Target: 100% of budget – 100% award • Maximum: 110% of budget – 120% award If performance falls between the Threshold and Maximum levels then awards are pro-rated. No STI Plan awards will be made if there is a fatality during the performance period. Financial performance conditions are selected by the Board using the approved budget. The performance goals are selected based on the budget and considering market conditions. The financial conditions are assessed annually. For the FY2021 STI Plan the three financial performance conditions selected were: (1) EBITDA Target; (2) NdPr Production; and (3) NdPr Operating Costs. Each financial condition has a 20% weighting. The Board selects non-financial conditions for the STI Plan based on the team/individual responsibilities in the context of the Lynas strategic plan. The non-financial conditions are assessed annually. For the FY2021 STI Plan the four areas selected for assessment were: (1) Safety/COVID Management; (2) ESG; (3) Regulatory; and (4) Growth Projects. Financial Performance Conditions (60% weighting) Non-financial Performance Conditions (40% weighting) 34 www.LynasRareEarths.comDirectors’ Report Why were these performance conditions selected? A combination of financial and non-financial performance conditions aligns the STI Plan with growth and sustainable returns for shareholders. The financial conditions selected by the Board in FY2021 are measures which directly affect Lynas’ profitability and financial performance. Due to the anticipated increases in capital expenditure for the Lynas Kalgoorlie Project during FY2021, EBITDA rather than EBIT was selected by the Board as the financial growth measure. The non-financial performance conditions reflect areas that are critical for the success of Lynas and complement the measures included in the other quantitative STI and LTI targets. Non-financial performance conditions are designed to address areas of particular importance to shareholders. The non-financial performance conditions for the FY2021 were selected by the Board for the following reasons: • • • • Safety/COVID-19 management: Critical to the continued safe operations of the Mt Weld and Lynas Malaysia operations. ESG: Important to Lynas’ stakeholders and the future sustainable growth of the business. Regulatory: Ensures the careful maintenance of Lynas’ key operating licences in the jurisdictions in which it operates. Growth Projects: Supports performance against opportunities for longer term increases in the value of the business through delivery of annual project milestones. Performance conditions for the STI Plan are reviewed annually by the Board to ensure they remain aligned with business strategy and shareholder interests. How and when is performance assessed? Performance is assessed annually. For the financial conditions, the Board calculates the results after the end of the performance period. For the non-financial conditions, the Board assesses the performance of the Executives based on the recommendations from the Nomination, Remuneration and Community Committee. Eligibility for dividends Holders of performance rights are not eligible for dividends until the performance rights been converted into shares. Cessation of employment STI performance rights are subject to a 12 month restriction on exercise, with continued employment at Lynas for a period of 12 months after grant as a condition of exercise. Clawback If the Board becomes aware of any material misstatement in its financial statements due to: (i) non-compliance with a financial reporting requirement; (ii) the participant’s misconduct; or (iii) the misconduct of any other Lynas personnel under the supervision of the relevant participant, the Board has authority under the clawback policy to require repayment of vested awards, forfeit unvested performance rights or withhold the payment or allocation of all or any part of an award. Change of Control Event There is no automatic vesting of performance rights on a change in control. On the occurrence of a change in control event, the Board will determine (in its discretion) how the performance rights may be affected. Disposal restriction Performance rights granted under the STI Plan are not transferable. 35 Lynas Rare Earths Limited | 2021 Annual Report Remuneration Report – Audited continued Long Term Incentive Structure This section summarises the LTI grants made in FY2021. Description Under the LTI Plan, annual grants of performance rights are made to eligible participants to align remuneration with the creation of sustainable shareholder value over the long term. Participants Executive KMP and any employee of Lynas who is invited by the Board are eligible to participate. LTI Opportunity CEO – Up to 75% of fixed remuneration Other KMP and Lynas Leadership Team – Up to 37.5% of fixed remuneration Other invited employees – Up to 25% of fixed remuneration The number of LTI performance rights to be granted is calculated by taking the volume weighted average price of Lynas’ shares for the 5 trading days up to and including the date of Board approval (the PR Value). The relevant LTI grant is divided by the PR Value and rounded to the nearest whole number. Vesting Date 9 September 2023 Performance Conditions For the CEO, other Executive KMP and Lynas Leadership Team, two vesting conditions apply to the LTI grants made during FY2021: • • Relative Total Shareholder Return (TSR) Lynas 2025 Project Target During FY2021, three members of the Lynas Leadership Team were invited to participated in the LTI Plan. In addition, eight senior employees who are critical to the delivery of Lynas 2025 strategic outcomes were invited to participate in the LTI Plan. For these employees, the sole vesting condition is the Lynas 2025 Project Target. Relative TSR – 50% weighting Relative TSR is assessed over a three year period from 1 July 2020 to 30 June 2023, relative to other companies in the ASX200 index (Peer Group Companies). For any performance rights to vest under the TSR vesting condition, Lynas’ performance must be equal to or greater than the 51% percentile of Peer Group Companies. The percentage of the performance rights that may vest is determined as follows: Lynas TSR Ranking across the TSR Period Proportion of Performance Rights that vest Below 51st percentile At the 51st percentile Between the 51st percentile and the 76th percentile 0% 50% Between 50% and 100% as determined on a straight line basis (rounded to the nearest 5%) At or above 76th percentile 100% Lynas 2025 Project Target – 50% weighting The Lynas 2025 Project Target vesting condition is that the Lynas Kalgoorlie plant is commis- sioned and operational by July 2023. 36 www.LynasRareEarths.comDirectors’ Report Why were these performance conditions selected? The vesting conditions for the LTI Plan were selected due to their alignment with Lynas’ long term strategic goals. The Relative TSR Vesting condition was selected because it ensures alignment between competitive shareholder return and reward for the executive. The comparison with peer group companies in the ASX200 index provides an objective, external market-based performance measure relative to Lynas’ peer group companies. Relative TSR is widely understood and accepted by key stakeholders. The Lynas 2025 Project Target was selected as it is the next significant step in the growth of the Lynas business for the benefit of all shareholders. The completion of the Lynas Kalgoorlie plant is a key component of the Lynas 2025 Project. Due to the difficulties setting realistic financial growth targets over a three year performance period caused by the global economic uncertainty associated with COVID-19, the Board elected not to include an EBIT/EBITDA financial growth measure in the FY2021 LTI Plan. An EBITDA measure was included in the STI program to ensure a focus on earnings within the ‘at risk’ components of remuneration. How and when is performance assessed? Relative TSR will be calculated by Lynas and tested by an external adviser as soon as practicable at the end of the performance period. The Lynas 2025 Project Target will be assessed by the Board at the vesting date of 9 September 2023. Eligibility for dividends Holders of performance rights are not eligible for dividends until the performance rights been converted into shares. Cessation of employment If a participant ceases employment prior to the vesting date of the performance rights, then unless otherwise determined by the Board (in its discretion), the unvested performance rights will continue to be subject to the rules of the LTI Plan until the vesting date, at which time the performance rights will vest in accordance with the rules of the LTI Plan. The Board may exercise its discretion to cancel the performance rights, except where the participant has been retrenched where cancellation will occur within 36 months of the Board’s decision. Clawback If the Board becomes aware of any material misstatement in its financial statements due to: (i) non-compliance with a financial reporting requirement; (ii) the participant’s misconduct; or (iii) the misconduct of any other Lynas personnel under the supervision of the relevant participant, the Board has authority under the clawback policy to require repayment of vested awards, forfeit unvested performance rights or withhold the payment or allocation of all or any part of an award. Change of Control Event There is no automatic vesting of performance rights on a change in control. On the occurrence of a change in control event, the Board will determine (in its discretion) how the performance rights may be affected. Disposal restriction Performance rights granted under the LTI Plan are not transferable. 37 Lynas Rare Earths Limited | 2021 Annual Report Remuneration Report – Audited continued D. REMUNERATION OUTCOMES IN FY2021 FY21 STI Grant Performance Outcomes An award at 104.5% will be made under the FY2021 STI Plan. The table below sets out the outcomes of the FY2021 STI Plan. Performance Outcome – Financial Performance Conditions Performance condition Lynas has recorded excellent financial performance in FY2021. All financial performance targets in the FY2021 STI Plan have been met or exceeded. Lynas has repaid all Australian Jobkeeper payments related to FY2021 and therefore these amounts are not included in the calculation of FY2021 STI Performance Outcomes. Outcome – target achieved Performance Condition Target Actual Weighting Threshold 90% Target 100% Maximum 110% EBITDA Forecast target* Greater than 110% of target NdPr Production Targets NdPr Operating Costs 5,478 REOt 5,461 REOt Forecast Target* 103% of forecast 20% 20% 20% Weighted Outcome (%) 24.0% 19.9% 20.6% * The NdPr Operating Cost Target is commercial in confidence. The NdPr Operating Cost and EBITDA Targets are set by the Board based on the annual budget. In respect of EBITDA, actual performance significantly exceeded 110% of the target so maximum performance was achieved. In respect of the NdPr Operation Cost, actual operating costs were better thanTarget and equalled an award at 103% of Target. Performance Outcome – Non-Financial Performance Conditions Performance Conditions The Board assessed the performance of the Executives in four key areas: (1) Safety/COVID Management; (2) ESG; (3) Regulatory; and (4) Growth Projects. 38 www.LynasRareEarths.comDirectors’ Report Outcome – target achieved The Board has assessed an award at Target (weighted outcome of 40%) against the non-finan- cial performance conditions. Performance Condition Target Outcome Safety/COVID-19 Management Safety performance was measured on a company-wide basis. Trends in safety statistics were considered, including LTIF, TRIFR, high potential incidents. COVID-19 performance was measured by the success in achieving COVID protocols at both sites, together with the speed and efficacy of responses to COVID issues. ESG ESG performance is measured by reference to improvements in ESG performance and reporting during the performance period. Regulatory Regulatory performance is assessed based on regulatory compliance in Malaysia and Australia. Growth Projects Performance in respect of growth projects is measured based on achievements against project milestones. During FY2021, safe workplace conditions were achieved and all COVID-19 cases were handled effectively despite serious second and third waves of infection in Malaysia. Continuous operations of the Malaysian plant were achieved, despite the Malaysian nationwide lockdown and Enhanced Movement Control Orders. Significant progress was achieved in ESG reporting, as recognised by key investor groups. Further devel- opment of ESG initiatives during the year which will be reflected in Lynas’ ESG Report. Significant effort was demonstrated by the Executive in progressing the PDF Project in Malaysia. There were no regulatory non-compliances during the period in respect of Lynas’ key operating licences. Progress against milestones for the Lynas Kalgoorlie and Lynas USA Projects was assessed by the Board and judged to be satisfactory. 2018 LTI Grant Performance Outcomes The LTI performance rights issued on 28 September 2018 were granted subject to the following vesting conditions: • EBIT Target – 50% weighting • Relative TSR – 50% weighting The table below sets the performance outcomes. Performance Outcome – EBIT Target (50% weighting) Performance condition Satisfaction of the EBIT Target vesting condition required Lynas’ average annual EBIT growth at the end of the period from 1 July 2018 to 30 June 2021 to be at least 7% per annum using the EBIT figure from 1 July 2017 to 30 June 2018 as a base. 39 Lynas Rare Earths Limited | 2021 Annual Report Remuneration Report – Audited continued Outcome – Not achieved As set out in the table below, due to the EBIT result in FY20, the EBIT Target vesting condition has not been achieved. FY2018 (Base) FY2019 FY2020 FY2021 Cumulative Adjusted EBIT over the three years Base EBIT over the three years Average % growth over the 3 years compared to the base period figure Outcome (EBIT) $81 million $56.4 million ($6.2 million) $169.5 million $219.7 million $243.0 million -3.2% Performance Outcome – Relative TSR (50% weighting) Vesting Condition Satisfaction of the Relative TSR vesting condition required Lynas’ TSR to be at least at the 51st percentile of ASX 200 companies calculated over the three year period from 31 August 2018 to 31 August 2021. The Relative TSR performance rights will vest in accordance with the following scale: Lynas TSR Ranking Proportion of Performance Rights that vest Below 51st percentile At the 51st percentile Between the 51st percentile and the 76th percentile 0% 50% Between 50% and 100% as determined on a straight line basis (rounded up or down to the nearest 5%) At or above 76th percentile 100% Outcome – still to be assessed Performance against the Relative TSR vesting condition will be assessed in September 2021, after the three year performance period ends on 31 August 2021. 40 www.LynasRareEarths.comDirectors’ Report E. LINKING REMUNERATION AND GROUP PERFORMANCE Sections C and D above set out how the LTI and STI Plan Performance Conditions are linked to Lynas’ performance. The table below provides further information about the financial performance of Lynas over the past five years. 30 June 2017 30 June 2018 30 June 2019 30 June 2020 30 June 2021 Revenue ($‘000) Profit / (loss) before tax ($‘000) Profit / (loss) after tax ($‘000) Shareholder capital ($’000) Annual average share price* Closing share price at financial year end* Basic earnings / (loss) per share (cents)** Diluted earnings / (loss) per share (cents)** 256,976 (24,263) (534) 374,105 53,404 53,119 363,541 83,274 83,079 305,111 (19,156) (19,395) 489,024 157,487 157,083 1,094,403 1,395,417 1,398,264 1,424,847 1,859,598 $0.77 $1.05 (0.15) (0.15) $2.04 $2.34 8.84 8.29 $1.99 $2.57 12.50 11.90 $2.20 $1.94 (2.79) (2.79) $4.15 $5.71 18.08 17.99 * ** The share prices for the year ended 30 June 2017 have been restated to reflect the 10 to 1 share consolidation which was completed on 4 December 2017. The basic and diluted earnings per share for the year ended 30 June 2017 comparative periods have been restated to reflect the 10 to 1 which was completed on 4 December 2017. Separately, changes in the share based remuneration from one year to the next reflect the effect of amortising the accounting value of options and performance rights over their vesting period and the impact of forfeitures which can relate to both the current and prior periods in a given fiscal period. In certain periods, a negative value may be presented which results when the forfeitures recognised in a period are greater than the accounting amortisation expense for the current portion of the vesting period. F. SERVICE AGREEMENTS The CEO and Managing Director and Executives each have a services contract/ employment contracts which are on reasonable commercial conditions. The key provisions of the agreement are: CEO and Managing Director Other Executives Type Services contract Employment contract Duration Ongoing Notice by Executive 3 months Ongoing 3 months Notice by Lynas 6 months Termination without notice for serious misconduct 3 – 6 months Termination without notice for serious misconduct Treatment of incentives on termination: On resignation, then unless otherwise determined by the Board (in its discretion), the unvested performance rights will continue to be subject to the rules of the LTI Plan until the vesting date, at which time the performance rights will vest in accordance with the rules of the LTI Plan. On resignation, then unless otherwise determined by the Board (in its discretion), the unvested performance rights will continue to be subject to the rules of the LTI Plan until the vesting date, at which time the performance rights will vest in accordance with the rules of the LTI Plan. The Board may exercise its discretion to cancel the performance rights, except where the participant has been retrenched where cancellation will occur within 36 months of the Board’s decision. The Board may exercise its discretion to cancel the performance rights, except where the participant has been retrenched where cancellation will occur within 36 months of the Board’s decision. 41 Lynas Rare Earths Limited | 2021 Annual Report Remuneration Report – Audited continued G. NON-EXECUTIVE DIRECTOR REMUNERATION Remuneration policy Consistent with Lynas’ approach, remuneration of Non-Executive Directors is set at a level that enables Lynas to attract and retain talented and motivated people, at a cost which is acceptable to shareholders. We focus on ensuring that the Board of Directors reflects the broad mix of skills, experience and diversity necessary to oversee Lynas in its position as a significant participant in the critical global market for Rare Earth products. Non-Executive Director fees are set considering: (1) the fees paid by companies of a similar size and/or industry; (2) the time and commitment required; (3) the risk and responsibilities; and (4) the required commercial and industry experience. To ensure independence, Non-Executive Director fees are fixed, and Non-Executive Directors do not receive any performance-related or ‘at-risk’ compensation. Remuneration Structure Non-Executive Director fees consist of Director fees and Committee fees. Each Non-Executive Director (other than the Chairman of the Board) received a fee for each committee of which they are members (capped at two commit- tees). The Chairman of the Board does not receive committee fees. The current aggregate fee pool for the Non-Executive Directors of $1,250,000 was approved at the AGM held on 20 November 2012. The Non-Executive Director fees payable for the period from 1 July 2020 to 30 June 2021 were: Board fees per annum Chairman Non-Executive Director Committee Chair (Audit & Risk) Committee Chair (Nomination Remuneration & Community/ Health, Safety & Environment) Committee member (Audit & Risk) Committee member (Nomination Remuneration & Community/ Health, Safety & Environment) Amount (exclusive of superannuation) $250,000 $120,000 $30,000 $25,000 $15,000 $12,500 Board fees were reviewed effective from 1 January 2020 for the first time since FY2011. Committee fees remain unchanged from FY2019. The remuneration for each of the Non-Executive Directors for the financial years ended 30 June 2020 and 30 June 2021 is set out in Section H below. 42 www.LynasRareEarths.comDirectors’ Report H. DETAILS OF REMUNERATION Short term benefits Post-employment benefits Long term benefits l y r a a s h s a C s e e f d n a l e e y o p m e m r e t t r o h s r e h t O s t fi e n e b y r a t e n o m - n o N s t fi e n e b n o i t a n m r e T i s t n e m y a p d n a n o i t a u n n a n o i s n e p r e h t o s t n e m y a p - r e p u S e c i v r e s g n o L e v a e l d e s a b - e r a h S s t n e m y a p ) 1 ( ) t e n ( e c n a m r o f r e P f o % d e t a e r l l a t o T l a t o T Name FY21 Executive Director A. Lacaze 1,251,897 133,540 Non-Executive Directors K. Conlon(2) M. Harding(3) P. Etienne J. Humphrey G. Murdoch V. Guthrie(4) Executives A. Arnold(5) S. Leonard(6) G. Sturzenegger K. Leung P. Le Roux M. Ahmad 234,375 65,000 175,200 156,875 159,375 106,157 588,365 146,709 533,105 532,331 466,740 336,593 – – – – – – – – – – – – – 51,058 – 58,043 55,975 56,980 84,069 – – – – 119,736 – Total 4,752,722 439,664 119,736 FY20 Executive Director A. Lacaze 1,241,610 261,191 75,509 Non-Executive Directors K. Conlon M. Harding P. Etienne J. Humphrey G. Murdoch Executives A. Arnold G. Sturzenegger K. Leung P. Le Roux M. Ahmad M. Afzan Afza(7) 147,500 255,000 157,600 137,500 140,000 510,466 578,352 505,792 401,707 365,445 302,514 – – – – – 100,207 114,315 108,737 114,265 133,528 97,912 – – – – – – – 41,981 68,318 – – Total 4,743,486 930,155 185,808 – – – – – – – – – – – – – – – – – – – – – – – – – – – 21,694 64,383 830,776 42% 2,302,290 20,011 5,424 – 14,903 15,141 3,147 10,892 6,058 – 21,694 79,238 42,076 – – – – – – – – – – – – – 2,506 – 29,945 – – (30,026) 39,297 220,628 206,982 250,016 174,743 0% 0% 0% 0% 0% 0% (3%) 20% 34% 31% 32% 38% 254,386 70,424 175,200 171,778 174,516 109,304 620,289 194,570 811,776 846,927 972,710 637,481 240,278 96,834 1,692,416 29% 7,341,650 21,003 28,135 419,885 33% 2,047,333 14,013 21,003 6,650 13,063 13,300 – – 21,003 81,078 49,899 72,079 – – – – – – – – – – – – 13,403 – – – 100,607 110,051 107,779 133,522 89,085 71,682 0% 0% 0% 0% 0% 28% 28% 27% 31% 35% 31% 161,513 276,003 164,250 150,563 153,300 711,280 802,718 798,695 789,890 637,957 544,187 313,091 41,538 1,032,611 27% 7,246,689 (1) Represents the impact of amortising the accounting value (4) Appointed effective 1 October 2020 of Options and Performance Rights over their vesting period including the impact of forfeitures recognised during the period. At times a negative value may be presented which results when the forfeitures recognised in the period (which may relate also to earlier periods) are greater than the accounting expense for the current portion of the vesting period. (2) Appointed to Chair effect 30 September 2020 (3) Resigned effective 30 September 2020 (5) Resigned effective 16 April 2021 (6) Appointed effective 27 January 2021 (7) Lynas reassessed its KMP as of 1 July 2020 and determined the KMP to be limited to the directors and executives including General Counsel and Company Secretary, CFO, Vice President – Upstream, Vice President – Downstream and Vice President – Malaysia. As a result, M. Afzan Afza was not included as a member of the KMP in FY2021. 43 Lynas Rare Earths Limited | 2021 Annual Report Remuneration Report – Audited continued I. KMP EQUITY HOLDINGS (i) Shareholdings The following table outlines the shares held directly, indirectly and beneficially by directors and KMP as at 30 June 2021. Name A. Lacaze K. Conlon P. Etienne M. Harding J. Humphrey G. Murdoch V. Guthrie A. Arnold S. Leonard G. Sturzenegger K. Leung P. Le Roux M. Ahmad Balance at beginning of year Purchased during the year On exercise of performance rights Sold during the year 4,389,988 115,619 66,630 65,168 50,000 142,500 – 508,995 – 1,084,700 739,223 1,172,261 717,617 43,825 15,016 8,654 8,464 6,494 18,507 6,000 – – – – – – 109,148 – – – – – – 98,106 – 102,988 107,146 121,997 85,585 (1,800,000) – – – – – – (602,432) – (487,689) (433,369) (933,138) (789,202) Other – – – (73,632) – – – (4,669) – – – – – Balance at end of year 2,742,961 130,635 75,284 – 56,494 161,007 6,000 – – 700,000 413,000 349,579 14,000 Total 9,052,701 106,960 624,970 (5,045,830) (78,301) 4,648,960 Other movements in relation to KMP shareholdings relate to the person ceasing to be a member of the KMP during the year. (ii) Share Based Remuneration – Performance Rights Performance Rights are issued with no consideration payable on exercise. As at year end the Group had on issue to directors and KMP the following Performance Rights to acquire ordinary fully paid shares: Series Grant date Number Date vested and exercisable Expiry date Exercise price 30 November 2016 30 November 2016 28 November 2017 28 November 2017 28 August 2018 28 August 2018 27 November 2018 27 November 2018 26 August 2019 26 August 2019 26 August 2019 26 November 2019* 26 November 2019* 26 November 2019* 09 September 2020 532,373 465,117 127,567 154,044 141,811 118,176 176,920 147,433 111,559 147,629 133,870 136,435 136,435 163,722 91,995 30 August 2019 30 August 2019 28 August 2020 28 August 2020 28 August 2021 28 August 2021 28 August 2021 28 August 2021 26 August 2022 26 August 2022 26 August 2022 26 August 2022 26 August 2022 26 August 2022 09 September 2021 30 August 2021 30 August 2021 28 August 2022 28 August 2022 28 August 2023 28 August 2023 28 August 2023 28 August 2023 26 August 2024 26 August 2024 26 August 2024 26 August 2024 26 August 2024 26 August 2024 09 September 2023 09 September 2020 207,422 09 September 2023 09 September 2025 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 AO AP AU AV AY AZ BB BC BE BF BG BE* BF* BG* BH BI 44 Value per performance right at grant date $ 0.680 $ 0.500 $2.060 $1.620 $2.187 $1.431 $2.187 $1.463 $2.340 $2.340 $1.660 $2.290 $2.290 $1.630 $2.400 $1.790 www.LynasRareEarths.comDirectors’ Report Series Grant date Number Date vested and exercisable Expiry date Exercise price BJ BH** BI** BJ** Total 09 September 2020 26 November 2020* 26 November 2020* 26 November 2020* 207,422 55,695 208,856 208,856 09 September 2023 09 September 2021 09 September 2023 09 September 2023 09 September 2025 09 September 2023 09 September 2025 09 September 2025 $ 0.00 $ 0.00 $ 0.00 $ 0.00 3,673,337 Value per performance right at grant date $2.400 $3.560 $2.500 $3.560 * ** Performance rights relates to the CEO in series BD to BG were approved by the Board on 26 August 2019, subject to approval at the AGM. These performance rights were subsequently approved at the AGM on 26 November 2019. Performance rights relates to the CEO in series BH to BJ were approved by the Board on 9 September 2020, subject to approval at the AGM. These performance rights were subsequently approved at the AGM on 26 November 2020. Fair value of Performance Rights The fair value of each Performance Right is estimated on the date it is granted using volume-weighted average share price, Monte Carlo and Binomial valuation methodologies. The following assumptions were considered in the valuation of Performance Rights granted during the year ended 30 June 2021: PR’s issued to employees other than CEO PR’s issued to CEO Series BH Series BI Series BJ Series BH Series BI Series BJ Grant date 5 day VWAP Exercise price Dividend yield Expected volatility Risk-free Rate Expiry date 09 Sept 2020 $2.40 $0.00 Nil 63.2% 0.26% 09 Sept 2023 09 Sept 2020 $2.40 $0.00 Nil 63.2% 0.26% 09 Sept 2025 09 Sept 2020 $2.40 $0.00 Nil 63.2% 0.26% 09 Sept 2025 26 Nov 2020 $3.56 $0.00 Nil 64.5% 0.11% 09 Sept 2023 26 Nov 2020 $3.56 $0.00 Nil 64.5% 0.11% 09 Sept 2025 26 Nov 2020 $3.56 $0.00 Nil 64.5% 0.11% 09 Sept 2025 No dividends have been paid in the past and so it is not appropriate to estimate future possible dividends in arriving at the fair values. The life of the Performance Right is up to 5 years from date of grant (as specified above) and is therefore not necessarily indicative of exercise patterns that may occur. The resulting weighted average fair values for all Performance Rights granted for the benefit of Directors and KMP during the year are: Grant date 9 September 2020 9 September 2020 9 September 2020 26 November 2020 26 November 2020 26 November 2020 Number of performance rights Fair value per instrument at valuation date Exercise price per instrument First exercise date Last exercise or expiry date 91,995 207,422 207,422 55,695 208,856 208,856 $2.40 $1.79 $2.40 $3.56 $2.58 $3.56 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 9 September 2021 9 September 2021 9 September 2023 9 September 2025 9 September 2023 9 September 2025 9 September 2021 9 September 2021 9 September 2023 9 September 2025 9 September 2023 9 September 2025 Total 980,246 Except as specified in the table above, all Performance Rights granted for the benefit of Directors and KMP have three-year vesting periods. The Performance Rights are exercisable up to five years after issue date, subject to achievement of the relevant performance hurdles. 45 Lynas Rare Earths Limited | 2021 Annual Report Remuneration Report – Audited continued The following tables outline the Performance Rights granted for the benefit of Directors and KMP during the 2020 and 2021 financial years and those Performance Rights which have vested at each respective year-end. Balance at beginning of year 2,291,202 – – – – – – 272,112 – 292,682 296,839 355,482 240,572 30 June 2021 A. Lacaze K. Conlon P. Etienne M. Harding J. Humphrey G. Murdoch V. Guthrie A. Arnold S Leonard G. Sturzenegger K. Leung P. Le Roux M. Ahmad Granted Grant date Exercised Forfeited Net change Balance at end of year 473,407 – – – – – – – 69,862 117,671 110,889 115,517 92,900 26 Nov 2020 – – – – – – – 9 Sept 2020 9 Sept 2020 9 Sept 2020 9 Sept 2020 9 Sept 2020 (109,148) – – – – – – (98,106) – (102,988) (107,146) (121,997) (85,585) (142,010) – – – – – – (174,006) – (28,071) (31,117) (31,632) (23,955) 222,249 – – – – – – (272,112) 69,862 (13,388) (27,374) (38,112) (16,640) 2,513,451 – – – – – – – 69,862 279,294 269,465 317,370 223,932 Total 3,748,889 980,246 (624,970) (430,791) (75,515) 3,673,374 30 June 2020 A. Lacaze K. Conlon P. Etienne M. Harding J. Humphrey G. Murdoch A. Arnold G. Sturzenegger K. Leung P. Le Roux M. Ahmad M. Afzan Afza 4,530,638 – – – – – 706,758 724,786 776,276 788,462 611,805 448,642 545,740 – – – – – 125,572 141,969 136,319 190,800 114,004 93,384 Nov 26, 2019 – – – – – Aug 26, 2019 Aug 26, 2019 Aug 26, 2019 Aug 26, 2019 Aug 26, 2019 Aug 26, 2019 (2,690,635) – – – – – (528,861) (542,651) (581,323) (588,860) (458,473) (335,490) (94,541) – – – – – (31,357) (31,422) (34,433) (34,920) (26,764) (19,810) (2,239,436) – – – – – (434,646) (432,104) (479,437) (432,980) (371,233) (261,916) 2,291,202 – – – – – 272,112 292,682 296,839 355,482 240,572 186,726 Total 8,587,367 1,347,788 (5,726,293) (273,247) (4,651,752) 3,935,615 At 30 June 2021, 1,279,101 performance rights issued to A. Lacaze had vested and were exercisable (30 June 2019: 997,490), while no performance rights had vested but were not exercisable (30 June 2020: nil). The Directors’ report is signed in accordance with a resolution of Directors made pursuant to s.298 (2) of the Corporations Act 2001. On behalf of the Directors, Kathleen Conlon Chairman, Sydney, 27 August 2021 46 www.LynasRareEarths.comDirectors’ Report Directors’ Declaration The Directors declare that: (a) (b) (c) in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; in the Directors’ opinion, the attached financial report is in compliance with International Financial Reporting Standards, as stated in the Basis of preparation note to the Financial Statements; in the Directors’ opinion, the attached financial report and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the Group; and (d) the Directors have been given the declarations required by s.295A of the Corporations Act 2001. At the date of this declaration, the Company is within the class of companies affected by Corporations Instrument 98/1418. The nature of the deed of cross guarantee is such that each company which is party to the deed guaran- tees to each creditor payment in full of any debt in accordance with the deed of cross guarantee. In the Directors’ opinion, there are reasonable grounds to believe that the Company and the companies to which the Corporations Instrument applies, as detailed in Note E.6 to the Financial Statements will, as a Group, be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee. Signed in accordance with a resolution of the directors made pursuant to s.295 (5) of the Corporations Act 2001. On behalf of the Directors, Kathleen Conlon Chairman Sydney, 27 August 2021 47 Lynas Rare Earths Limited | 2021 Annual Report Lynas Rare Earths Limited and Controlled Entities Auditor’s Independence Declaration Lynas Rare Earths Limited and Controlled Entities 39 48 www.lynasrareearths.com 39 www.lynasrareearths.com www.LynasRareEarths.com Lynas Rare Earths Limited and Controlled Entities Independent Auditor’s Report Lynas Rare Earths Limited and Controlled Entities 39 40 www.lynasrareearths.com 49 www.lynasrareearths.com Lynas Rare Earths Limited | 2021 Annual Report Lynas Rare Earths Limited and Controlled Entities Independent Auditor’s Report Lynas Rare Earths Limited and Controlled Entities Lynas Rare Earths Limited and Controlled Entities Lynas Rare Earths Limited and Controlled Entities 40 www.lynasrareearths.com 41 39 50 41 www.lynasrareearths.com www.lynasrareearths.com www.lynasrareearths.com www.LynasRareEarths.com Lynas Rare Earths Limited and Controlled Entities Lynas Rare Earths Limited and Controlled Entities Lynas Rare Earths Limited and Controlled Entities 42 39 42 www.lynasrareearths.com www.lynasrareearths.com www.lynasrareearths.com 51 Lynas Rare Earths Limited | 2021 Annual Report Lynas Rare Earths Limited and Controlled Entities Independent Auditor’s Report Lynas Rare Earths Limited and Controlled Entities Lynas Rare Earths Limited and Controlled Entities 43 39 43 52 www.lynasrareearths.com www.lynasrareearths.com www.lynasrareearths.com www.LynasRareEarths.com Lynas Rare Earths Limited and Controlled Entities Lynas Rare Earths Limited and Controlled Entities Lynas Rare Earths Limited and Controlled Entities 44 39 43 www.lynasrareearths.com www.lynasrareearths.com www.lynasrareearths.com 53 Lynas Rare Earths Limited | 2021 Annual Report Lynas Rare Earths Limited and Controlled Entities Independent Auditor’s Report Lynas Rare Earths Limited and Controlled Entities Lynas Rare Earths Limited and Controlled Entities 45 39 43 54 www.lynasrareearths.com www.lynasrareearths.com www.lynasrareearths.com www.LynasRareEarths.com Financial Statements as at 30 June 2021 Consolidated Statement of Profit or Loss and Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements About this Report A Earnings for the year A.1 Segment revenue and expenses A.2 Financial income and expenses A.3 Earnings / (loss) per share A.4 Income tax expense B Production and Growth Assets B.1 Deferred development expenditure and property, plant and equipment B.2 Impairment of non-current assets C Cash, Borrowings and Capital C.1 Cash and cash equivalents C.2 Short term deposits C.3 Interest bearing liabilities C.4 Financing facilities C.5 Contributed equity C.6 Reserves 60 62 62 65 66 67 71 71 75 77 77 78 78 80 81 82 D Other Assets and Liabilities D.1 Trade and other receivables D.2 Inventories D.3 Other non current assets D.4 Trade and other payables D.5 Provisions and employee benefits E Other Items E.1 Contingent liabilities E.2 Leases and other commitments E.3 Auditor remuneration E.4 Subsidiaries E.5 Parent entity information E.6 Entities under a deed of cross guarantee E.7 Employee costs and share based payments E.8 Other accounting policies E.9 Subsequent events 56 57 58 59 60 85 85 85 87 88 88 91 91 91 93 93 94 94 96 100 100 55 Lynas Rare Earths Limited | 2021 Annual Report Financial Statements Consolidated Statement of Profit or Loss and Comprehensive Income For the year ended 30 June 2021 Revenue Cost of sales Gross profit General and administration expenses Net foreign exchange gain Other income / (expenses) Profit / (loss) from operating activities Financial income Financial expenses Net financial expenses Profit / (loss) before income tax Income tax expense Profit / (loss) for the year Note A.1 A.1 A.1 A.2 A.2 2021 A$ ‘000 489,024 (302,242) 2020 A$ ‘000 305,111 (257,340) 186,782 47,771 (27,154) 8,717 1,155 (57,984) 4,093 (125) 169,500 (6,245) 2,927 (14,940) (12,013) 2,662 (15,573) (12,911) 157,487 (19,156) A.4 (404) (239) 157,083 (19,395) Other comprehensive loss for the year net of income tax that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign operations (24,750) (12,864) Total other comprehensive loss for the year, net of income tax (24,750) (12,864) Total comprehensive income / (loss) for the year attributable to equity holders of the Company 132,333 (32,259) Earnings / (loss) per share Basic earnings / (loss) per share (cents per share) Diluted earnings / (loss) per share (cents per share) Note A.3 A.3 cents per share cents per share 18.08 17.99 (2.79) (2.79) The Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the notes to the financial statements. 56 www.LynasRareEarths.com Consolidated Statement of Financial Position as at 30 June 2021 Assets Cash and cash equivalents Short term deposits Trade and other receivables Current tax assets Prepayments Inventories Total current assets Inventories Property, plant and equipment Deferred development expenditure Intangible assets Other non-current assets Total non-current assets Total assets Liabilities Interest payable Trade and other payables Borrowings Current tax liability Employee benefits Provisions Lease liabilities Total current liabilities Borrowings Employee benefits Provisions Lease liabilities Total non-current liabilities Total liabilities Net assets Equity Share capital Accumulated losses Reserves Note 2021 A$ ‘000 2020 A$ ‘000 C.1 D.1 D.2 D.2 B.1 B.1 D.3 D.4 C.2 D.5 D.5 E.2 C.2 D.5 D.5 E.2 C.4 C.5 580,827 100,000 23,890 – 6,442 62,888 101,731 – 5,380 46 3,773 68,132 774,047 179,062 4,434 607,297 28,347 405 63,060 9,468 653,090 28,818 540 65,147 703,543 757,063 1,477,590 936,125 1,773 40,828 20,073 84 3,331 40,874 778 2,007 28,778 34,148 – 2,797 26,142 1,226 107,741 95,098 151,049 696 133,392 1,292 164,851 599 155,462 1,734 286,429 322,646 394,170 1,083,420 417,744 518,381 1,859,598 (715,594) (60,584) 1,424,847 (872,677) (33,789) Total equity attributable to the equity holders of the Company 1,083,420 518,381 The Consolidated Statement of Financial Position should be read in conjunction with the notes to the financial statements. 57 Lynas Rare Earths Limited | 2021 Annual Report Financial Statements Consolidated Statement of Changes in Equity For the year ended 30 June 2021 s e s s o l l d e t a u m u c c A 0 0 0 ‘ $ A e v r e s e r n o i t a l s n a r t y c n e r r u c n g e r o F i 0 0 0 ‘ $ A l e e y o p m e d e l t t e s y t i u q E e v r e s e r s t fi e n e b 0 0 0 ‘ $ A l a t i p a c e r a h S 0 0 0 ‘ $ A e t o N e v r e s e r t n a r r a W 0 0 0 ‘ $ A e v r e s e r r e h t O 0 0 0 ‘ $ A 0 0 0 ‘ $ A l a t o T Balance at 1 July 2020 1,424,847 (872,677) (111,771) 51,708 21,765 4,509 518,381 Other comprehensive loss for the year Total profit for the year Total comprehensive profit for the year – – – – (24,750) 157,083 – 157,083 (24,750) Issue of shares, net of issues costs Conversion of convertible bonds Employee remuneration settled through share- based payments 413,867 C.4 20,884 E.7 – – – – – – – – – – – – 2,464 – – – – – – Balance at 30 June 2021 1,859,598 (715,594) (136,521) 54,172 21,765 – – – – (24,750) 157,083 132,333 413,867 (4,509) 16,375 – – 2,464 1,083,420 Balance at 1 July 2019 1,398,264 (853,282) (98,907) 50,163 34,094 5,065 535,397 Other comprehensive loss for the year Total loss for the year Total comprehensive loss for the year – – – – (12,864) (19,395) – (19,395) (12,864) Conversion of convertible bonds Exercise of warrants Employee remuneration settled through share- based payments C.4 C.4 E.7 2,668 23,915 – – – – – – – – – – – – – – – – (12,329) 1,545 – – – – (12,864) (19,395) (32,259) (556) – – 2,112 11,586 1,545 Balance at 30 June 2020 1,424,847 (872,677) (111,771) 51,708 21,765 4,509 518,381 The Consolidated Statement of Changes in Equity should be read in conjunction with the notes to the financial statements. 58 www.LynasRareEarths.com Consolidated Statement of Cash Flows For the year ended 30 June 2021 Note 2021 A$ ‘000 2020 A$ ‘000 Cash flows from operating activities Receipts from customers Payments to suppliers and employees Payments for discharge of rehabilitation obligation D.5 Royalties paid Income taxes paid 465,422 (242,348) – (7,735) (274) 321,815 (266,814) (14,916) (7,748) (266) Net cash from operating activities C.1 215,065 32,071 Cash flows from investing activities Payments for property, plant and equipment and development expenditure (40,444) (12,089) Security bonds paid Security bonds refunded Interest received Deposit as collateral for AELB Investment in term deposit (83) 19 2,505 (255) (100,000) (39) 6 2,886 (12,530) – Net cash used in investing activities (138,258) (21,766) Cash flows from financing activities Interest and other financing costs paid Proceeds from the issue of share capital Payments related to the issue of share capital Repayment of lease liabilities Net cash provided from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effect of exchange rate fluctuations (net) on cash held (6,431) 425,324 (11,458) (1,844) 405,591 482,398 101,731 (3,302) (7,030) 11,628 – (2,602) 1,996 12,301 89,710 (280) Closing cash and cash equivalents C.1 580,827 101,731 The Consolidated Statement of Cash Flows should be read in conjunction with the notes to the financial statements. 59 Lynas Rare Earths Limited | 2021 Annual Report Financial Statements Notes to the Financial Statements For the year ended 30 June 2021 ABOUT THIS REPORT Lynas Rare Earths Limited (the “Company”) is a for-profit company domiciled and incorporated in Australia. The financial report of Lynas Rare Earths Limited as at and for the year ended 30 June 2021 comprises the Company and its subsidiaries (together referred to as the “Group”). The financial report was approved by the Board of Directors (the “Directors”) on 27 August 2021. The Group is principally engaged in the extraction and processing of rare earth minerals, primarily in Australia and Malaysia. The address of the registered office of the Company is Suite 1, 1st Floor 45 Royal Street, East Perth 6004, Australia. BASIS OF PREPARATION Statement of compliance The financial report is a general purpose financial report and has been prepared in accordance with Australian Accounting Standards (“AASs”) issued by the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001. The financial report also complies with International Financial Reporting Standards and Interpretations (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Going concern The financial report has been prepared using the going concern assumption. Basis of measurement The financial report has been prepared under the historical cost convention, except for the borrowings which are at amortised cost. Information as disclosed in the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the current year is for the 12 month period ended 30 June 2021. Information for the comparative year is for the 12 month period ended 30 June 2020. Consolidation of subsidiaries Subsidiaries are entities controlled by the Company or the Group. Control is achieved when the Company or Group has power over the investee, is exposed, or has the rights to variable returns from its involvement with the investee; and has the ability to use its power to affect its returns. In assessing control, potential voting rights that are presently exercisable are taken into account. The financial statements of subsidiaries are included in the financial report from the date control (or effective control) commences until the date that control ceases. As per Note E.4 all entities within the Group are 100% owned and controlled. Intra-group balances and unrealised items of income and expense arising from intra-group transactions are elim- inated in preparing the financial report. Unrealised gains arising from transactions with associates are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same manner as gains, but only to the extent that there is no evidence of impairment. Rounding of amounts The Company is of a kind referred to in Corporations Instrument 2016/191 issued by the Australian Securities and Investments Commission, in relation to the “rounding off” of amounts. Amounts in the Directors’ Report and Financial Report have been rounded off, in accordance with the Instrument, to the nearest thousand dollars, unless otherwise stated. 60 www.LynasRareEarths.com Change in company name In accordance with a resolution passed by shareholders during the AGM held on 26 November 2020, during the half year, the name of the company was changed from Lynas Corporation Limited to Lynas Rare Earths Limited. Currency and foreign exchange The financial report of the Company and the Group is presented in Australian Dollars (“AUD”), which is both the Company’s and the Group’s presentation currency. Items included in the financial report of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). Foreign currency transactions Foreign currency transactions are translated into the functional currency using the exchange rates prevailing on the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency of the respective entities at the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at historical cost are translated to the functional currency of the respective entities at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency of the respective entities at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on translation are recognised in the statement of comprehensive income as a component of the profit or loss. Foreign operations The results and financial position of those entities that have a functional currency different from the presentation currency of the Group are translated into the Group’s presentation currency as follows: • assets and liabilities for each statement of financial position presented are translated at the closing rate at the reporting date of the statement of financial position; income and expense items for each profit or loss item are translated at average exchange rates; • • items of other comprehensive income are translated at average exchange rates; and • all resulting exchange differences are recognised as a separate component of equity. As at 30 June 2021, the entities that have a different functional currency to the Group’s presentation currency (AUD) are Lynas Africa Limited, Lynas USA LLC (USD functional currency) and Lynas Malaysia Sdn Bhd (MYR functional currency). Change in functional currency The functional currency of Lynas Rare Earths Ltd (Parent entity) has been USD. Following the equity raise and extin- guishment of the convertible bonds, management exercised its judgement that the functional currency changed. This judgement was influenced by the Parent entity primarily holding investments in its operating subsidiaries and raising its funding (debt and equity) in Australian dollars (“AUD”). The change in functional currency to AUD is accounted for prospectively from 31 August 2020. All items are trans- lated into the new functional currency using the exchange rate at the date of the change. The resultant translated amounts for non-monetary items are thereafter treated as their historical cost. Foreign exchange risk management As a result of the Group’s international operations, foreign exchange risk exposures exist on purchases, assets and borrowings that are denominated in foreign currencies (i.e. currencies other than the functional currency of each of the Group’s operating entities). The currencies in which these transactions are primarily denominated are the AUD, USD and MYR. The Group takes advantage of natural offsets to the extent possible. Therefore, when commercially feasible, the Group borrows in the same currencies in which cash flows from operations are generated. Generally the Group does not use forward exchange contracts to hedge residual foreign exchange risk arising from receipts and payments denominated in foreign currencies. However, when considered appropriate the Group may enter into forward exchange contracts to hedge foreign exchange risk arising from specific transactions. The Group’s primary exposure to foreign exchange risk is on the translation of net assets of Group entities which are denominated in currencies other than AUD, which is the Group’s presentation currency. The impact of movements in exchange rates is recognised primarily in the other comprehensive income component of the Group’s statement of comprehensive income. 61 Lynas Rare Earths Limited | 2021 Annual Report BASIS OF PREPARATION continued Certain subsidiaries within the Group are exposed to foreign exchange risk on purchases denominated in curren- cies that are not the functional currency of that subsidiary. In these circumstances, a change in exchange rates would impact the net operating profit recognised in the profit or loss component of the Group’s statement of comprehensive income. Details of this exposure is detailed in the capital risks in Section C of this report. A. EARNINGS FOR THE YEAR This section includes the results and performance of the Group. It includes segmental information and details about the Group’s tax position. A.1 Segment revenue and expenses AASB 8 Operating Segments (“AASB 8”) requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Chief Operating Decision Makers (CODM) in order to allocate resources to the segment and to assess its performance. At year end, the Group’s CODM are the Board of Directors of the Company, the Chief Executive Officer, the Chief Financial Officer, the VP Upstream, the VP Downstream, the General Counsel & Company Secretary, the VP Malaysia, the VP People & Culture and the VP Strategy and Investor Relations. Information reported to the Group’s CODM for the purposes of resource allocation and assessment of performance currently focuses on the operation of the Group’s integrated rare earth extraction and process facilities. The Group has only one reportable segment under AASB 8 being its rare earth operations. The CODM does not review the business activities of the Group based on geography. All of the Group’s revenue is derived through the sale of Rare Earth products and is sold to non-Australian customers. The accounting policies applied by this segment are the same as the Group’s accounting policies. Results from operating activities represent the profit earned by this segment without allocation of interest income and expense and income tax benefit (expense). The CODM assess the performance of the operating segment based on adjusted EBITDA. Adjusted EBITDA is defined as net profit before income tax expense, net of financial expenses, deprecia- tion and amortisation and adjusted to exclude certain significant items, including but not limited to such items as employee remuneration settled through share-based payments, restructuring costs, unrealised gains or losses on derivatives, gains or losses on the sale of non-strategic assets, asset impairments and write downs. 66% (FY20:76%) of the Group’s non-current assets are located in Malaysia and the remaining 34% (FY20: 24%) are in Australia. Recognition and measurement Revenue Rare Earth Product sales: The Group derives revenue from the sale of rare earth products, which are governed by a sales contract with their customers. Revenue is recognised in relation to rare earth sales at the time control transfers to customers at the date of loading/shipment. Sales made under CIF incoterms, where the Group is responsible for freight and shipping, are generally recognised at the point in time when the rare earth products are loaded onto the vessel for shipment. In these sales, the freight and shipping service represents a separate performance obligation to the sale of the rare earth products. For those sales not made under CIF incoterms, this timing is upon the delivery of the rare earth products. Provisionally priced sales: Certain of the Group’s sales are provisionally priced, where the final price depends on the sale price of products sold to a third party outside of the Lynas transaction. Adjustments to the sales price occur based on movements in market prices up to the secondary point of sale. Under AASB 15 any fair value adjustments on receivables subject to Quotational Pricing (QP) are recognised in other revenue and not included in revenue from contracts with customers. 62 Financial Statementswww.LynasRareEarths.comNotes to the Financial Statements continued Shipping services: As noted above, a portion of the Group’s rare earth product sales are sold on CIF incoterms, whereby the Group is responsible for providing freight and shipping services after the date that it transfers control of the rare earth products to the customer. Under AASB 15, it has been concluded that freight and shipping represent a separate performance obligation and that the Group acts as principal. As a result, a portion of the transaction price is now required to be allocated to this performance obligation and will be recognised over time on a gross basis as the services are provided. The Group has concluded that for the FY21 period the amount is insignificant and therefore not disclosed separately in Note A.1. Royalties Obligations arising from royalty arrangements are recognised as current liabilities and included as part of the cost of goods sold in the statement of comprehensive income as a component of profit or loss. Lynas currently pays royalties to the Western Australian Department of Minerals and Petroleum for the export of Rare Earth concentrate to Malaysia. Financial Income and Expenses Financial income comprises interest income and gains on derivative financial instruments in respect of investing activities that are recognised in the statement of comprehensive income as a component of the profit or loss. Interest income is recognised as it accrues using the effective interest method. Financial expenses comprise interest expense, impairment losses recognised on financial assets (except for trade receivables) and losses in respect of financing activities on derivative instruments that are recognised in the statement of comprehensive income as a component of the profit or loss. All borrowing costs not qualifying for capitalisation are recognised in the statement of comprehensive income as a component of the profit or loss using the effective interest method. 63 Lynas Rare Earths Limited | 2021 Annual Report A.1 Segment revenue and expenses continued For the year ended 30 June 2021 For the year ended 30 June 2020 Rare Earth operations Corporate/ Unallocated Total Continuing Operations Rare Earth operations Corporate/ Unallocated Total Continuing Operations A$’000 A$’000 A$’000 A$’000 A$’000 A$’000 506,005 (16,981) 489,024 (239,419) (62,823) 186,782 – – – – – – 506,005 314,088 (16,981) (8,977) 489,024 305,111 (239,419) (62,823) (205,802) (51,538) 186,782 47,771 – – – – – – 314,088 (8,977) 305,111 (205,802) (51,538) 47,771 (2,383) (3,297) (5,680) (17,048) (4,665) (21,713) (502) (2,459) (2,961) (13,250) (1,230) (14,480) (9,412) (12,297) (9,101) (14,847) (18,513) (27,154) (13,524) (43,822) (8,267) (14,162) (21,791) (57,984) – – – – 1,155 – 8,717 – 1,155 – 8,717 – – – – (1,020) 961 (66) 4,093 – 174,485 (4,985) 169,500 2,929 (9,174) 2,927 (14,940) 157,487 (404) 157,083 961 (66) 4,093 (1,020) (6,245) 2,662 (15,573) (19,156) (239) (19,395) 174,485 63,325 (4,985) 2,459 169,500 65,784 237,810 (2,526) 235,284 2,929 64,787 67,716 (9,174) 1,230 (6,245) 66,017 (7,944) 59,722 – – – 2,464 (1,155) – 2,464 (1,155) – – – 1,020 1,545 (961) – 1,545 (961) 1,020 Business segment reporting Revenue from contracts with customers Other revenue: Revenue adjustments Total revenue Cost of sales (excl depreciation) Cost of sales (depreciation) Gross profit Employee and production costs net of costs recovered through production Depreciation expenses net of cost recovered through production Other general and administration expenses(1) Total general and admin expenses Other income(2) Other expenses Net foreign exchange gain Asset write-offs Profit / (loss) before interest and tax (“EBIT”) Other financial income Financial expenses Profit / (loss) before income tax Income tax expense Profit /(loss) for the year Reconciliation of EBIT to Earnings before interest, tax, depreciation and amortisation (“EBITDA”) EBIT Depreciation and amortisation EBITDA Included in EBITDA: Non-cash employee remuneration settled through share based payments comprising: Share based payments expense for the year Other income Other non-cash transactions Adjusted EBITDA 237,810 (1,217) 236,593 68,736 (7,360) 61,376 Total assets Total liabilities 868,004 (215,350) 609,586 (178,820) 1,477,590 (394,170) 870,680 (257,957) 65,445 (159,787) 936,125 (417,744) (1) Other general and administration expenses include statutory, consulting, insurance, IT, marketing and general office costs. (2) Other income in FY20 relates to Jobkeeper support to Mt Weld for the period April 2020 – June 2020, as well as other support measures in Malaysia. Other income in FY21 relates to grants received for submissions for engineering work performed in relation to a Heavy Rare Earths facility in the U.S. A small additional amount related to the extinguishment of lease liabilities. 64 Financial Statementswww.LynasRareEarths.comNotes to the Financial Statements continued A.2 Financial income and expenses Interest income on cash and cash equivalents Total financial income Interest expense on financial liabilities: Interest expense on JARE loan facility Interest expense on convertible bond facility Unwinding of effective interest on convertible bond facility Unwinding of effective interest on JARE loan facility Non-cash adjustment to financial liabilities Interest capitalised to qualifying assets Unwinding of discount on restoration and rehabilitation provision Interest expense on lease liabilities Discount unwinding on AELB deposit Financing transaction costs and fees Unrealised foreign exchange (loss) / gain on intercompany balance For the year ended 30 June 2021 A$ ‘000 2,927 2,927 (5,400) (34) (134) (6,146) 995 751 (4,340) (96) 386 (610) (312) 2020 A$ ‘000 2,662 2,662 (6,031) (405) (1,501) (6,449) 413 – (3,189) (232) 270 (604) 2,155 Total financial expenses Net financial expenses (14,940) (15,573) (12,013) (12,911) 65 Lynas Rare Earths Limited | 2021 Annual Report A.3 Earnings / (loss) per share Recognition and measurement Basic earnings / (loss) per share amounts are calculated by dividing net loss or profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. Diluted earnings / (loss) per share adjusts the amount used in the determination of the basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of additional shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. Potential ordinary shares are treated as dilutive when, and only when, their conversion to ordinary shares would decrease earnings per share from continuing operations. The earnings and weighted average number of ordinary shares used in the calculations of basic and diluted earnings / (loss) per share are as follows: As at 30 June 2021 A$ ‘000 2020 A$ ‘000 Net earnings / (loss) attributed to ordinary shareholders 158,096 (19,395) Earnings / (loss) used in calculating basic earnings per share 158,096 (19,395) Net earnings impact of assumed conversions of diluted EPS – – Earnings / (loss) used in calculating diluted earnings per share 158,096 (19,395) Number of ordinary shares on issue (‘000) Weighted average number of ordinary shares used in calculating basic earnings per share (‘000) Weighted average number of ordinary shares used in calculating diluted earnings per share (‘000) Basic earnings per share (cents per share) Diluted earnings per share (cents per share) ‘000 ‘000 901,079 699,209 868,750 694,085 873,197 714,749 cents per share cents per share 18.08 17.99 (2.79) (2.79) The following dilutive shares are included in the share base for the calculation of dilutive earnings per share: Performance rights Unlisted convertible bonds (Conversion price: $1.00 at a set exchange rate of A$1.00 = US$0.75) Total 66 As at 30 June 2021 ‘000 4,335 2020 ‘000 4,462 – 16,203 4,335 20,665 Financial Statementswww.LynasRareEarths.comNotes to the Financial Statements continued A.4 Income taxes A.4.1 Income tax expense Current tax Current tax expense in respect of the current year Adjustments recognised in the current year in relation to the current tax in prior years Total financial expenses Deferred tax Deferred tax expense recognised in the year Total income tax expense relating to the continuing operations A.4.2 Reconciliation of income tax to tax expense Profit / (loss) before tax for continuing operations Income tax expense / (benefit) calculated at 30% (2020: 30%) Add / (deduct): Effect of expenses that are not deductible and income that is not assessable in determining taxable profit Effect of foreign exchange gains and losses Deferred tax relating to the origination of and reversal of temporary differences Effect of difference in tax rate in subsidiaries and branches Effect of current year losses not recognised Tax effect of prior period losses previously unrecognised, recognised in the current year Other adjustments Total current year income tax expense For the year ended 30 June 2021 A$ ‘000 2020 A$ ‘000 404 – 404 – 404 239 – 239 – 239 For the year ended 30 June 2021 A$ ‘000 157,487 47,246 (1,409) – – (111) 647 (45,930) (39) 404 2020 A$ ‘000 (19,156) (5,747) 904 (1,200) 999 (66) 2,140 – 3,209 239 67 Lynas Rare Earths Limited | 2021 Annual Report A.4 Income taxes continued A.4.3 Movements in deferred tax balances Balance at 30 June 2020 A$ ‘000 Recognised in profit or loss A$ ‘000 Relating to equity A$ ‘000 Recognised in OCI A$ ‘000 Balance at 30 June 2021 A$ ‘000 Temporary differences Inventory Development expenditure Property, plant and equipment Borrowings Trade payables Business related costs Lease liabilities Provisions (839) (18,846) 2,244 13,483 109 224 727 14,415 11,517 (55) 495 1,020 (3,030) 17 (77) (311) 431 – – – – – 3,437 – – (1,510) 3,437 (Unrecognised) / recognised deferred tax assets (11,517) 1,510 (3,437) Net deferred tax asset / (liability) recognised – – – – – – – – – – – – – – (894) (18,351) 3,264 10,453 126 3,584 416 14,846 13,444 (13,444) – Balance at 30 June 2019 A$ ‘000 Recognised in profit or loss A$ ‘000 Relating to equity A$ ‘000 Recognised in OCI A$ ‘000 Balance at 30 June 2020 A$ ‘000 Temporary differences Inventory Development expenditure Property, plant and equipment Borrowings Trade payables Business related costs Lease liabilities Provisions (872) (14,176) 2,313 11,476 118 – – 12,488 11,347 33 (4,670) (69) 2,007 (9) 224 727 1,927 170 (Unrecognised) / recognised deferred tax assets (11,347) (170) Net deferred tax asset / (liability) recognised – – – – – – – – – – – – – – – – – – – – – – – – (839) (18,846) 2,244 13,483 109 224 727 14,415 11,517 (11,517) – 68 Financial Statementswww.LynasRareEarths.comNotes to the Financial Statements continued A.4.4 Unrecognised deferred tax assets Deductible temporary differences and unused tax losses for which no deferred tax assets have been recognised are attributable to the following: Gross revenue losses Australia Malaysia United States Malawi Gross capital losses Australia Capital allowances Malaysia Deductible temporary differences (tax effected) Recognition and measurement As at 30 June 2021 A$ ‘000 2020 A$ ‘000 99,083 160,370 1,919 458 136,049 172,422 – 221 2,145 2,145 64,881 13,444 269,250 11,517 Income tax expense comprises current and deferred tax. Income tax expense is recognised in the statement of comprehensive income as a component of the profit or loss except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised with the associated items on a net basis. Current tax is the expected tax payable on the taxable income for the year using tax rates enacted or substan- tially enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised using the balance sheet method of providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that they probably will not reverse in the foreseeable future and the Group is in a position to control the timing of the reversal of the temporary differences. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantially enacted at the reporting date. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Additional income taxes that arise from the distribution of dividends are recognised at the same time the liability to pay the related dividend is recognised. Deferred income tax assets and liabilities in the same jurisdiction are offset in the statement of financial position only to the extent that there is a legally enforceable right to offset current tax assets and current tax liabilities and the deferred balances relate to taxes levied by the same taxing authority and are expected either to be settled on a net basis or realised simultaneously. Tax consolidation The Company and its wholly-owned Australian resident entities have formed a tax-consolidated group with effect from 1 July 2002 and are therefore taxed as a single entity from that date. The head entity within the tax-consol- idated group is Lynas Rare Earths Limited. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and relevant tax credits of the members of the tax-consolidated group are recognised by the Company (as head entity in the tax-consolidated group). 69 Lynas Rare Earths Limited | 2021 Annual Report A.4 Income taxes continued A.4.4 Unrecognised deferred tax assets continued Entities within the tax-consolidated group have entered into a tax sharing agreement with the Company. The tax sharing agreement entered into between members of the tax-consolidated group provides for the determination of the allocation of income tax liabilities between the entities should the Company default on its tax payment obligations or if an entity should leave the tax-consolidated group. The effect of the tax sharing agreement is that each member’s liability for tax payable by the tax-consolidated group is limited to the amount payable to the head entity under the tax funding arrangement. KEY ESTIMATES AND JUDGEMENTS Recognition of deferred tax assets Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies. In making the assessment, the Group has given specific due consideration to: • The pioneer period status (tax holiday) in relation to the Malaysian operations through to 2026, subject to renewal in 2019. This renewal continues to be pending approval at the date of this report, however Lynas believes it is highly probable it will be renewed. Whilst the formal renewal is pending, Lynas has offset taxable profits in Malaysia against its carry forward losses as follows: • Tax losses generated during this period will be utilised prior to the tax exemption being applied, with any unused losses available for utilisation by the Group once the pioneer period expires. • Tax losses generated prior to the pioneer period will remain available for use offsetting non-pioneer profits during the pioneer period for a period of 7 years after incurring the loss. At 30 June 2021, losses in Malaysia consist of AUD65m (MYR 202m) in capital allowances and AUD160m (MYR 498m) in business losses. There is uncertainty if these losses will be utilised as they will have expired at the conclusion of the pioneer period under the 7 year carry forward period. • Despite utilisation of $37m of tax losses in Australia in FY21, there remains ongoing uncertainty in relation to the probability and quantum of Australian taxable profits for the Group. Key uncertainty relates to: • The ongoing impact of COVID-19 in the market and locations that Lynas operates and sells to. • The investment and construction of the Lynas Kalgoorlie project, and its impact on sales out of Australia during commissioning in FY23 and full operations from FY24 onward. • The volatility of the Rare Earth prices. Based on these factors, the Group has not recognised a deferred tax asset in excess of the deferred tax liability at 30 June 2021. The potential deferred tax asset related to revenue losses and deductible temporary differ- ence not bought to account is $97.9m. 70 Financial Statementswww.LynasRareEarths.comNotes to the Financial Statements continued B. PRODUCTION AND EXPLORATION ASSETS This section includes information about the recognition, measurement, depreciation, amortisation and impairment considerations of the core producing and exploration assets of the Group. B.1 Property, plant and equipment and mine development Recognition and measurement Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses (if any). Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of property, plant and equipment acquired in a business combination is determined by reference to its fair value at the date of acquisition. The cost of self-constructed assets includes the cost of materials and direct labour and any other costs directly attributable to bringing the asset to a working condition for its intended use. Cost may also include transfers from equity of any gains or losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalised as part of the cost of that equipment. Assets under construction Assets under construction are transferred to the appropriate asset category when they are ready for their intended use. Borrowing costs Borrowing costs directly attributable to the acquisition or construction of an item of property, plant and equipment are capitalised until such time as the assets are substantially ready for their intended use. The interest rate used equates to the weighted effective interest on debt where general borrowings are used or the relevant interest rate where specific borrowings are used to finance the construction. During FY21, a capitalisation rate of 6.7% was applied. Subsequent costs The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within that part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in the statement of comprehensive income as a compo- nent of the profit or loss as incurred. Depreciation Depreciation is recognised in the statement of comprehensive income as a component of the profit or loss or capi- talised as a component of inventory in the statement of financial position (which is subsequently released to the profit or loss through the cost of goods sold on the sale of the underlying product) using a method that reflects the pattern in which the economic benefits embodied within the asset are consumed. Generally, this is on a straight- line basis over the estimated useful life of each part or component of an item of property, plant and equipment. The estimated useful lives for the material classes of property, plant and equipment are as follows: Leasehold land 30 to 99 years Plant and equipment 2 to 30 years Leasehold improvements 3 to 30 years Rehabilitation assets 20 to 30 years Buildings Fixtures and fittings 5 to 30 years 2 to 15 years Motor vehicles 8 years Depreciation methods, useful lives and residual values are reassessed on an annual basis. Gains and losses on the disposal of items of property, plant and equipment are determined by comparing the proceeds (if any) at the time of disposal with the net carrying amount of the asset. 71 Lynas Rare Earths Limited | 2021 Annual Report B.1 Property, plant and equipment and mine development continued Development expenditure Once an area of interest has been established as commercially viable and technically feasible, expenditure other than that relating to land, buildings and plant and equipment is capitalised as development expenditure. Development expenditure includes previously capitalised exploration and evaluation expenditure, pre-production development expenditure and other subsurface expenditure pertaining to that area of interest. Costs related to surface plant and equipment and any associated land and buildings are accounted for as property, plant and equipment. Development costs are accumulated in respect of each separate area of interest. Costs associated with commis- sioning new assets in the period before they are capable of operating in the manner intended by management, are capitalised. Development costs incurred after the commencement of production are capitalised to the extent they are expected to give rise to a future economic benefit. When an area of interest is abandoned or the Directors decide that it is not commercially viable or technically feasible, any accumulated costs in respect of that area are written off in full in the statement of comprehensive income as a component of the profit or loss in the period in which the decision to abandon the area is made to the extent that they will not be recoverable in the future. Development assets are assessed for impairment if the facts and circumstance suggest that the carrying amount exceed the recoverable amount. For the purpose of impairment testing, development assets are allocated to the cash-generating units (“CGUs”) to which the development activity relates. Deferred stripping Overburden and other mine waste materials are often removed during the initial development of a mine in order to access the mineral deposit. This activity is referred to as development or pre-production stripping. The directly attributable costs associated with these activities are capitalised as a component of development costs. Capitalisation of development stripping ceases and amortisation of those capitalised costs commences upon extraction of ore. Amortisation of capitalised development stripping costs occurs on a unit of production basis with reference to the life of mine of the relevant area of interest. Removal of waste material normally continues through the life of a mine. This activity is referred to as production stripping and commences upon the extraction of ore. Amortisation of development Amortisation of development is recognised either in the statement of comprehensive income as a component of the profit or loss or capitalised as a component of inventory in the statement of financial position (which is subsequently released to the profit or loss through the cost of goods sold on the sale of the underlying product) on a units of production basis which aims to recognise cost proportionally to the depletion of the economically recoverable mineral resources. Costs are amortised from the commencement of commercial production. KEY ESTIMATES AND JUDGEMENTS Development Expenditure Development activities commence after project sanctioning by the appropriate level of management and the Board. Judgement is applied by management in determining when a project is economically viable. In exercising this judgement, management is required to make certain estimates and assumptions as described above for capitalised development expenditure. Any such estimates and assumptions may change as new information becomes available. If, after having commenced the development activity, a judgement is made that a development asset is impaired, the appropriate amount will be written off to the statement of compre- hensive income. Stripping Asset As with many mining operations similar to Mt Weld, overburden and other mine waste materials are often removed during the initial development of a mine in order to access the mineral deposit. The extraction of the ore body itself will also include a waste component extracted during the mining campaign. The costs of extraction of both these elements form the stripping costs. Judgement is required to identify a suitable alloca- tion basis to apportion the stripping costs between inventory and any stripping assets for each component. 72 Financial Statementswww.LynasRareEarths.comNotes to the Financial Statements continued The Group considers that the ratio of the expected volume of waste to be stripped for an expected volume of ore to be mined for a specific component of the ore body, to be the most suitable production measure. An identifiable component is a specific volume of the ore body that is made more accessible by the stripping activity. Pre-Production Stripping The Group has determined that the overburden removal where no ore is recovered forms part of a pre-pro- duction stripping asset and has been determined to provide more accessibility to the total ore body and is amortised on this basis. Production Stripping ratio The Group has adopted a policy of deferring production stage stripping costs and amortising them on a units-of-production basis. Judgement is required in determining the contained ore units for each mining campaign. Estimation of mineral reserves and resources – refer to Note B.2 Property, Plant and Equipment i t n e m p u q e d n a 0 0 0 $ ’ d n a s e r u t x i F s g n i t t fi 0 0 0 $ ’ e s U f o t h g R i s t e s s A 0 0 0 $ ’ r e d n u s t e s s A n o i t c u r t s n o c 0 0 0 $ ’ n o i t a t i l i b a h e R t e s s a 0 0 0 $ ’ s t n e m e v o r p m i l d o h e s a e L 0 0 0 $ ’ l a t o T 0 0 0 $ ’ Development Expenditure t n e m p o e v e D l e r u t i d n e p x e 0 0 0 $ ’ / n o i t c u d o r p - e r P t e s s a g n p p i r t S i 0 0 0 $ ’ l a t o T 0 0 0 $ ’ l t n a p s g n d i l i u B d n a l l d o h e s a e L 0 0 0 $ ’ As at 30 June 2021 Cost 28,069 881,322 7,140 3,291 50,886 174,194 19,825 1,164,727 24,889 18,358 43,247 Accumulated impairment losses Accumulated depreciation – (182,776) (377) – (236) – (7,189) (190,578) (3,436) – (3,436) (3,702) (332,107) (6,038) (1,657) – (18,235) (5,113) (366,852) (6,413) (5,051) (11,464) Carrying amount 24,367 366,439 725 1,634 50,650 155,959 7,523 607,297 15,040 13,307 28,347 Opening cost 29,705 920,798 7,267 4,873 8,123 186,125 20,977 1,177,868 25,050 18,358 43,408 Opening accumulated impairment and depreciation Opening carrying amount (3,617) (487,034) (6,059) (2,603) (258) (12,825) (12,382) (524,778) (9,716) (4,874) (14,590) 26,088 433,764 1,208 2,270 7,865 173,300 8,595 653,090 15,334 13,484 28,818 Additions Disposals – – 2,422 – 87 – – 1,235 42,279 – 46,023 172 Depreciation expense (289) (51,846) (538) (1,825) (5,962) (609) (61,069) – – – – – – – – – – – – Amortisation expense Change in rehabilitation obligations Capitalised interest Foreign currency translation Carrying amount at 30 June 2021 (1,432) (17,901) (32) (46) (245) (7,690) (463) (27,809) 24,367 366,439 725 1,634 50,650 155,959 7,523 607,297 15,040 13,307 28,347 – – – (3,689) – – – – 751 – – – – – – (3,689) 751 – – – 172 – – – – – (466) (177) (643) – – – – – – – – – Restrictions on the title of property plant and equipment and development assets are outlined in Note C.3. 73 Lynas Rare Earths Limited | 2021 Annual Report B.1 Property, plant and equipment and mine development continued Property, Plant and Equipment i t n e m p u q e d n a 0 0 0 $ ’ d n a s e r u t x i F s g n i t t fi 0 0 0 $ ’ e s U f o t h g R i s t e s s A 0 0 0 $ ’ r e d n u s t e s s A n o i t c u r t s n o c 0 0 0 $ ’ n o i t a t i l i b a h e R t e s s a 0 0 0 $ ’ s t n e m e v o r p m i l d o h e s a e L 0 0 0 $ ’ l a t o T 0 0 0 $ ’ Development Expenditure t n e m p o e v e D l e r u t i d n e p x e 0 0 0 $ ’ / n o i t c u d o r p - e r P t e s s a g n p p i r t S i 0 0 0 $ ’ l a t o T 0 0 0 $ ’ l t n a p s g n d i l i u B d n a l l d o h e s a e L 0 0 0 $ ’ As at 30 June 2020 Cost 29,705 920,798 7,267 4,873 8,123 186,125 20,977 1,177,868 25,050 18,358 43,408 Accumulated impairment losses Accumulated depreciation – (193,463) (401) – (258) – (7,608) (201,730) (3,725) – (3,725) (3,617) (293,571) (5,658) (2,603) – (12,825) (4,774) (323,048) (5,991) (4,874) (10,865) Carrying amount 26,088 433,764 1,208 2,270 7,865 173,300 8,595 653,090 15,334 13,484 28,818 Opening cost 30,245 903,749 7,460 Opening accumulated impairment and depreciation Opening carrying amount (4,190) (416,811) (5,894) 26,055 486,938 1,566 – – – 6,105 105,120 21,301 1,073,980 39,759 18,078 57,837 (253) (8,432) (11,938) (447,518) (24,139) (767) (24,906) 5,852 96,688 9,363 626,462 15,620 17,311 32,931 Additions – 5,678 134 119 7,252 Additions arising from implementation of AASB 16 Disposals – – – – – – 4,766 – Depreciation expense (395) (58,580) (542) (2,621) – – – 79 13,262 202 280 482 – – 4,766 – – – – – – – (3,875) (744) (66,757) (310) (4,107) (4,417) – – – – (4,884) – – – – 83,295 – – – – – – 4,819 – (778) 428 (4,313) – 48 – – 2 – – – – 6 – 17 – – – – 83,295 – – – (778) (178) – – – – – – – – (178) – (355) (2,808) (120) (7,160) – Amortisation expense Transfers of assets under construction Change in rehabilitation obligations Asset write offs Foreign currency translation Carrying amount at 30 June 2020 26,088 433,764 1,208 2,270 7,865 173,300 8,595 653,090 15,334 13,484 28,818 Restrictions on the title of property plant and equipment and development assets are outlined in Note C.3. 74 Financial Statementswww.LynasRareEarths.comNotes to the Financial Statements continued B.2 Impairment of non-current assets The carrying amounts of the Group’s non-financial assets are reviewed at least annually to determine whether there is any indication of impairment. If any such indicators exist then the asset or CGU’s recoverable amount is estimated. For intangible assets that have indefinite lives or that are not yet available for use, recoverable amounts are estimated at least annually and whenever there is an indication that they may be impaired. An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its recoverable amount. A CGU is the smallest identifiable asset group that generates cash flows that are largely independent from other assets and groups. Impairment losses are recognised in the statement of comprehensive income as a component of the profit or loss. Impairment losses recognised in respect of a CGU are allocated first to reduce the carrying amount of any goodwill allocated to the CGU and then to reduce the carrying amount of the other non-financial assets in the CGU on a pro-rata basis. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. In assessing the fair value less cost to sell, the Company uses a variety of methods and assumptions that are based on market conditions and risks existing at each reporting date. The methods used to determine fair value include a discounted future cash flows analysis and adjusted EBITDA (forecasted) multiplied by a relevant market indexed multiple. In respect of assets other than goodwill, impairment losses recognised in prior years are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s revised carrying amount will not exceed the carrying amount that would have been determined net of depreciation or amortisation if no impairment loss had been recognised. Recognised impairment There was no impairment expense recognised during FY21 (FY20: nil). There was no reversal of prior period impair- ment loss recognised in FY21 (FY20: Nil). KEY ESTIMATES AND JUDGEMENTS Reserve estimates and mine life Reserves are estimates of the amount of product that can be economically and legally extracted from the Group’s mining tenements. In order to calculate reserves, estimates and assumptions are required to be formulated about a range of geological, technical and economic factors including quantities, grades, produc- tion techniques, recovery rates, production costs, transportation costs, refining costs, commodity demand, commodity prices and exchange rates. Estimating the quantity and/or grade of reserves requires the size, shape and depth of the ore bodies or field to be determined by analysing geological data such as drilling samples. This process may require complex and difficult geological judgement and calculation to interpret the data. As the economic assumptions used to estimate reserves change from period to period, and because addi- tional geological data is generated during the course of operations, estimates of reserves may change from period to period. Changes in reported reserves may affect the Group’s financial results and financial position in a number of ways, including: • asset carrying values may be affected due to changes in the estimated future cash flows; and • depreciation and amortisation charges in the statement of comprehensive income may change as result of the change in the useful economic lives of assets. Mineral resources and ore reserves are reported in accordance with the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“JORC Code”). Impairment of non-financial assets The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash generating unit’s (CGU) fair value less costs of disposal and its value in use. The recoverable amount is determined for 75 Lynas Rare Earths Limited | 2021 Annual Report B.2 Impairment of non-current assets continued an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing recoverable value, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where applicable, the fair value less costs to sell calculation is based on a 25-year discounted cash flow (DCF) model. The cash flows are derived from the two-year budget and forecast model that is extrapolated over 25 years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset’s performance of the CGU being tested. The recoverable amount is sensitive to product price movement, the discount rate used for the discounted cash flows model as well as the expected future cash inflows and the growth rate used for extrapolation purposes. 76 Financial Statementswww.LynasRareEarths.comNotes to the Financial Statements continued C. CASH, BORROWINGS AND CAPITAL This section includes information about cash and cash equivalents, borrowings and capital position of the Company at the end of the reporting period. C.1 Cash and cash equivalents Cash at bank and on hand Total cash and cash equivalents Recognition and measurement As at 30 June 2021 A$ ‘000 580,827 580,827 2020 A$ ‘000 101,731 101,731 Cash and cash equivalents comprise cash on hand, deposits held at call with banks and other short-term highly liquid investments with maturities of less than three months. Fair value and foreign exchange risk The carrying amount of cash and cash equivalents approximates their fair value. The Group’s cash and cash equivalents include A$327.7m in currencies other than Australian dollars, primarily US$163.8m (30 June 2020: US$30.7m) and MYR 340.6m (30 June 2020: MYR 111.3m). Reconciliation of the (loss) / profit for the year with the net cash from operating activities Profit / (loss) for the year Adjustments for: Depreciation and amortisation Employee remuneration settled through share-based payments Net financial expenses (Gain) / loss on disposal of property, plant and equipment and other non-cash transactions Income tax expense Foreign exchange gain included in profit /(loss) for the year Change in trade and other receivables Change in inventories Change in operating trade and other payables Change in provisions (excluding additional rehabilitation obligation) Change in provisions (rehabilitation obligation) Net cash from operating activities For the year ended 30 June 2021 A$ ‘000 2020 A$ ‘000 157,083 (19,395) 65,784 2,464 12,013 (1,155) 404 (8,717) (22,522) 1,525 7,810 376 – 215,065 66,018 1,545 12,911 1,151 239 (4,093) 5,678 (10,456) (7,112) 501 (14,916) 32,071 77 Lynas Rare Earths Limited | 2021 Annual Report C.2 Short term deposits Short term deposits Total short term deposits Recognition and measurement As at 30 June 2021 A$ ‘000 100,000 100,000 2020 A$ ‘000 – – Short term deposits include deposits with a maturity between three and twelve months. These are held in fixed rate deposit facilities. C.3 Interest Bearing Liabilities Current borrowings JARE loan facility(1) Convertible bonds Total current borrowings Non-current borrowings JARE loan facility Total non-current borrowings Principal value of convertible bond facility Unamortised equity component Total convertible bond facility carrying amount As at 30 June 2021 A$ ‘000 2020 A$ ‘000 20,073 – 16,371 17,777 20,073 34,148 151,049 164,851 151,049 164,851 – – – 18,228 (451) 17,777 (1) A payment of interest in respect of the period commencing on 1 January 2016 and ending on 31 December 2016 was deferred until October 2021 and is now classified as a current liability. Furthermore, in line with the repayment schedule below, payments of US$2m is due on 31 Dec 2021 and 30 June 2022. These have also been classified as current liabilities at 30 June 2021. Recognition and measurement Interest bearing loans and borrowings Subsequent to initial recognition interest bearing loans and borrowings are measured at amortised cost using the effective interest method. Compound financial instruments Compound financial instruments issued by the Group comprise convertible notes that can be converted to share capital at the option of the holder, with the number of shares to be issued being fixed. The liability component of a compound financial instrument is recognised initially at the fair value of a similar financial liability that does not have the equity conversion option. The equity component is recognised initially as the difference between the fair value of the compound financial instrument as a whole and the fair value of the financial liability component. Any directly attributable transaction costs are then allocated to the liability and equity components in proportion to their initial carrying amounts. 78 Financial Statementswww.LynasRareEarths.comNotes to the Financial Statements continued Subsequent to the initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not re-measured subsequent to initial recognition. Interest related to the financial liability is recognised in the statement of comprehensive income as a component of the profit or loss. On conversion the financial liability is reclassified to equity and no gain or loss is recognised in the statement of comprehensive income. KEY ESTIMATES AND JUDGEMENTS Interest bearing loans and borrowings are measured at amortised cost using the effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability to the amortised cost of the liability. The Group has applied judgement and determined the appropriate rate for a similar instrument to be 6.5% (FY20: 6.5%). When the Group revises the estimates of future cash flows, the carrying amount of the financial liability is adjusted to reflect the new estimate discounted using the original effective rate. Any changes are recognised in the profit or loss. Fair value and foreign exchange risk The fair value of borrowings, which have been determined for disclosure purposes, is calculated by discounting the future contractual cash flows at the current market interest rates that are available for similar financial instruments. The fair value methodology adopted was categorised as Level 3 in the fair value hierarchy. There has been no change to the valuation technique during the year. These have been determined as follows: JARE loan facility Convertible bond facility As at 30 June 2021 As at 30 June 2020 Carrying amount A$ ‘000 Fair value* A$ ‘000 Carrying amount A$ ‘000 171,122 171,122 – – 181,222 17,777 Fair value* A$ ‘000 181,222 17,777 171,122 171,122 198,999 198,999 * It is estimated that the carrying value of the JARE loan facility and convertible bond facility approximate fair value. Terms and debt maturity schedule As at 30 June 2021 As at 30 June 2020 Currency Nominal interest rate % Date of maturity Face value US$ ‘000 Carrying amount A$ ‘000 Face value US$ ‘000 Carrying amount A$ ‘000 JARE loan facility Convertible bond facility USD USD 2.5% June 2030 156,505(1) 171,122 156,505(1) 1.875% Sept 2020 – – 12,476 181,222 17,777 156,505 171,122 168,981 198,999 (1) The face value of the JARE loan facility includes US$145.0m in principal and US$11.5m in interest deferred until October 2021. 79 Lynas Rare Earths Limited | 2021 Annual Report C.3 Interest Bearing Liabilities continued Reconciliation of liabilities arising from financing activities 30 June 2020 Cash flows Opening Balance A$ ‘000 Proceeds / (Repay- ments) A$ ‘000 16,371 164,851 17,777 2,960 – – – (1,844) JARE loan facility (Current) JARE loan facility (Non-Current) Convertible bond facility (Current) Lease liability Non-cash Movements Effective Interest A$ ‘000 Foreign Exchange A$ ‘000 Adjust- ment(1) A$ ‘000 Other(2) A$ ‘000 Reclass A$ ‘000 30 June 2021 Closing Balance A$ ‘000 – (103) – 6,145 (15,147) (995) – – 3,805 20,073 (3,805) 151,049 134 96 (1,193) (377) – – (16,718) 1,235 – – – – 2,070 173,192 Total 201,959 (1,844) 6,375 (16,820) (995) (15,483) 30 June 2019 Cash flows Opening Balance A$ ‘000 Proceeds / (Repay- ments) A$ ‘000 Non-cash Movements Effective Interest A$ ‘000 Foreign Exchange A$ ‘000 Adjust- ment(1) A$ ‘000 Other(2) A$ ‘000 Reclass A$ ‘000 30 June 2020 Closing Balance A$ ‘000 JARE loan facility (Current) JARE loan facility (Non-Current) Convertible bond facility (Current) Convertible bond facility (Non-Current) Lease liability 29,308 142,562 – 18,062 597 – – – – (2,602) – – – 6,449 3,316 (413) – – 1,501 80 329 – – – – – – – (12,937) 16,371 12,937 164,851 17,777 17,777 (2,115) 4,885 (17,777) – – – 2,960 201,959 Total 190,529 (2,602) 8,030 3,645 (413) 2,770 (1) Adjustments to the carrying values of the JARE loan during the year ended 30 June 2020 and 2021 relate to changes in the cash flow profile used to measure the carrying value of the loan. (2) Other non-cash movements in the convertible bond facility relates to conversions of the convertible bonds Other non-cash movements in the lease liability during the year ended 30 June 2020 and 2021 related to finance leases recognised in line with AASB 16. C.4 Financing Facilities Japan Australia Rare Earths B.V. (JARE) loan facility An extension of the JARE loan facility was announced on 27 June 2019. As part of this extension, new terms were agreed to as detailed below. The maturity date of the JARE loan facility is 30 June 2030. The interest rate on this facility is 2.5% p.a. at 30 June 2021 (30 June 2020: 2.5% p.a.). Conditions linking the interest rate to the NdPr sales price in the previous facility have been removed. 80 Financial Statementswww.LynasRareEarths.comNotes to the Financial Statements continued Interest liabilities will be paid directly to the lenders at 31 December and 30 June each year. The payment of interest in respect of the period commencing on 1 January 2016 and ending on 31 December 2016 is deferred to 31 October 2021 (with no penalty, and no additional interest). There are a series of fixed repayments in the facility which have replaced the “Cash Sweep” mechanism in the former facility. The details of the fixed repayments are as follows: Repayment date Each half-year from 31 Dec 2021 to 31 Dec 2023 30 June 2024 Each half-year from 31 Dec 2024 to 31 Dec 2027 Each half-year from 30 June 2028 to 30 June 2030 Amount US$2m on each date US$5m US$10m on each date US$12m on each date Japan will have the following priority supply rights until 2038: 1. Any fundraising will not hinder Lynas’ ability to support Japanese industries diversifying their rare earths supply sources, in accordance with the Availability Agreement announced on 30 March 2011. 2. Lynas shall ensure that in the event of competing demands from the Japanese market and a non-Japanese market for the supply by the Borrower or Lynas Malaysia for NdPr produced from the Lynas Malaysia plant, the Japanese market shall have priority of supply up to 7,200 tonnes per year subject to the terms of the Availability Agreement and to the extent that Lynas will not have any opportunity loss. 3. JARE has rights of negotiation with Lynas in priority to non-Japanese market customers for the priority supply to the Japanese market of additional NdPr and Nd products produced by the Lynas 2025 Project. 4. Lynas will continue to prioritize the needs of Japanese customers for the supply of Heavy Rare Earths products produced, to the extent possible under any agreement with the U.S. To date, the JARE loan facility has been secured over all of the assets of the Group, other than the Malawi and Malaysia assets. Convertible bonds As at 30 June 2021, the Company had no outstanding convertible bonds on issue. During the year, US$12.2m convertible bonds were converted into shares. The average conversion price paid upon conversion of convertible bonds during the year was $1 per share, with a conversion exchange rate of A$1.00 = US$0.750. The number of ordinary shares into which the US$12.2m of bonds were converted during the year was 16.2m shares. C.5 Contributed Equity As at 30 June 2021 2020 Number of shares ‘000 Value of shares A$ ‘000 Number of shares ‘000 Value of shares A$ ‘000 Balance at the beginning of the year 699,209 1,424,847 667,802 1,398,264 Issue of shares pursuant to conversion of convertible bonds 16,203 20,884 Issue of shares pursuant to exercised performance rights Issue of shares pursuant to exercised warrants Issue of shares pursuant to equity raising Costs related to issue of shares 744 – – – 184,923 425,324 – (11,458) 2,000 6,151 23,256 – – 2,668 – 23,915 – – Closing balance 901,079 1,859,597 699,209 1,424,847 All issued ordinary shares are fully paid and have no par value. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share. All shares rank equally with regard to the Group’s residual assets in the event of a wind-up. 81 Lynas Rare Earths Limited | 2021 Annual Report C.5 Contributed Equity continued Recognition and measurement Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds. Where equity instruments are reacquired by the Group, for example, as a result of a share buy-back, those instru- ments are deducted from equity and the associated shares are cancelled. No gain or loss is recognised in the statement of comprehensive income and the consideration paid including any directly attributable incremental costs (net of income taxes) is directly recognised in equity. C.6 Reserves Equity settled employee benefits Foreign currency translation Warrant reserve Equity component of convertible bond As at 30 June 2021 A$ ‘000 54,172 (136,521) 21,765 – 2020 A$ ‘000 51,708 (111,771) 21,765 4,509 Balance at 30 June (60,584) (33,789) Nature and Purpose The equity settled employee benefits reserve relates to performance rights granted by the Group to its employees under the employee share option plan. Further information about share-based payments to employees is set out in Note E.7. Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their functional currencies to the Group’s presentation currency are recognised directly in other comprehensive income and accumulated in the foreign currency translation reserve. Warrant reserve includes options issued as part of rights issues. The equity component of convertible bond reserve represents the equity component of the US$225.0m unsecured convertible bond facility issued in 2012 and amended in 2016, net of the associated deferred tax. This has reduced to nil in line with the final conversion of bonds during the year. Key Financial and capital risks associated with cash, debt and capital Exposure to market, credit and liquidity risks arise in the normal course of the Group’s business. The Directors and management of the Group have overall responsibility for the establishment and oversight of the Group’s risk management framework. The Directors have established a treasury policy that identifies risks faced by the Group and sets out policies and procedures to mitigate those risks. Monthly consolidated financial reports are prepared for the Directors, who ensure compliance with the Group’s risk management policies and procedures. Capital risk management The Directors are responsible for monitoring and managing the Group’s capital structure. The Directors’ policy is to maintain an acceptable capital base to promote the confidence of the Group’s financiers and creditors and to sustain the future development of the business. The Directors monitor the Group’s financial position to ensure that it complies at all times with its financial and other covenants as set out in its financing arrangements. In order to maintain or adjust the capital structure, the Directors may elect to take a number of measures including, for example, to dispose of assets or operating segments of the business, to alter its short to medium term plans in respect of capital projects and working capital levels, or to re-balance the level of equity and external debt in place. Capital comprises share capital, external debt and reserves. 82 Financial Statementswww.LynasRareEarths.comNotes to the Financial Statements continued Liquidity risk management Liquidity risk is the risk that the Group will not meet its contractual obligations as they fall due. The Group’s approach to managing liquidity risk is to ensure that it will always have sufficient liquidity to meet its liabilities as and when they fall due and comply with covenants under both normal and stressed conditions. The Group evaluates its liquidity requirements on an on-going basis and ensures that it has sufficient cash on demand to meet expected operating expenses including the servicing of financial obligations. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. Interest rate risk management The Group’s interest rate risk arises from long-term borrowings at both fixed and floating rates and deposits which earn interest at floating rates. Borrowings and deposits at floating rates expose the Group to cash flows interest rate risk. The Group’s exposure to interest rate risk is shown below: 30 June 2021 Interest Rate Risk 0.5% -0.5% 30 June 2020 Interest Rate Risk 0.5% -0.5% Exposure Impact on Profit and Equity Exposure Impact on Profit and Equity A$ ‘000 A$ ‘000 A$ ‘000 A$ ‘000 A$ ‘000 A$ ‘000 Floating rate instruments Cash and cash equivalents 580,827 2,904 (2,904) Other non-current assets Convertible bond facility 2,932 – 15 – (15) – 101,731 2,992 (17,777) Total 583,759 2,919 (2,919) 86,946 509 15 – 524 (509) (15) – (524) Maturity analysis of financial liabilities The table below sets out a maturity analysis for financial liabilities containing principal and interest flows. For loans outstanding, undiscounted cash flows are presented until contractual final maturity. Interest cash flows are projected based on the interest rates prevailing on the closing date. Carrying Amount A$ ‘000 Contracted cash flows A$ ‘000 Up to and including 6 months A$ ‘000 Between 6 months and up to 1 year A$ ‘000 Between 1 year and up to 5 years A$ ‘000 Over 5 years A$ ‘000 30 June 2021 JARE loan facility Lease liabilities 171,122 2,070 237,178 2,863 20,427 497 5,026 467 63,662 599 148,063 1,300 Total 173,192 240,041 20,924 5,493 64,261 149,363 30 June 2020 Convertible bond facility JARE loan facility Lease liabilities 17,777 181,222 2,960 18,143 264,181 3,340 18,143 19,390 1,203 – 2,614 1,162 – 70,733 974 – 171,444 – Total 201,959 285,664 38,736 3,776 71,707 171,444 83 Lynas Rare Earths Limited | 2021 Annual Report C.6 Reserves continued Foreign exchange risk management The Group’s foreign exchange risks are detailed in the basis of preparation of these financial reports. There are two elements of foreign exchange risk. Firstly, the Group holds cash, trade receivables and trade payables currencies other than the functional currency of the Company in which it is held. Movement in the prevailing exchange rates have an impact on the Group’s profit and equity. Secondly, the Group’s members are exposed to foreign exchange risk on the translation of its operations that are denominated in currencies other than AUD. The Group’s net assets denominated in currencies other than the AUD which have the potential of impacting the other comprehensive income component of the statement of comprehensive income are: Foreign Exchange Risk -10% 10% Carrying Amount Profit A$ ‘000 Equity A$ ‘000 Profit A$ ‘000 Equity A$ ‘000 As at 30 June 2021 Net exposure of US$ financial assets Net exposure of A$ financial assets Net asset exposure – MYR currency Net asset exposure – US$ currency As at 30 June 2020 US$ 188,280 A$ 1,674 MYR 494,723 US$ (1,971) 18,828 167 – – Net exposure of US$ financial assets US$ 46,181 4,618 Net exposure of A$ financial assets Net asset exposure – MYR currency Net asset exposure – US$ currency A$ 815 MYR 241,314 US$ (57,869) 82 – – – – (18,828) (167) (14,407) 262 – – (7,486) 8,432 – – (4,618) (82) – – – – 17,608 (262) – – 9,128 (8,432) 84 Financial Statementswww.LynasRareEarths.comNotes to the Financial Statements continued D. OTHER ASSETS AND LIABILITIES This section includes information about the other assets and liabilities position at the end of the period. D.1 Trade and Other Receivables Trade receivables GST / VAT receivables Other receivables Total current trade and other receivables As at 30 June 2021 A$ ‘000 21,729 853 1,308 23,890 2020 A$ ‘000 1,876 1,606 1,898 5,380 The Group’s exposure to credit risk is primarily in its trade receivables. As at 30 June 2021 $1.8m (2020: $0.1m) of trade receivables were past due but not impaired. Of this amount, $1.8m has been received subsequent to 30 June 2021. The Group is in regular contact with the remaining debtors and expects the remaining amounts will be collected in full. At 30 June 2021, the Group had sales under contract amounting to A$66.6m (US$50.0m) subject to price adjustments. At the date of this report A$21.8m (US$16.3m) of this amount has been finalised with minimal price adjustments. Recognition and measurement Receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for instruments with maturities greater than 12 months from the reporting date, which are classified as non-current assets. The Group’s receivables comprise trade and other receivables (including related party receivables) which are stated at their cost less impairment losses. Fair Value and foreign exchange risk Given the short-term nature of trade receivables, the carrying amount is a reasonable approximation of fair value. All trade receivables are held in currencies other than the functional currency of the entity receipting them and therefore exposed to foreign exchange risk. D.2 Inventories Raw materials and consumables Work in progress Finished goods Total inventories Current inventories Non-current inventories Total inventories As at 30 June 2021 A$ ‘000 25,123 37,662 4,537 2020 A$ ‘000 25,796 37,181 14,623 67,322 77,600 62,888 4,434 67,322 68,132 9,468 77,600 During the year ended 30 June 2021 inventories of $302.2m (2020: $257.3m) were recognised as an expense. All of which were included in ‘cost of sales’. 85 Lynas Rare Earths Limited | 2021 Annual Report D.2 Inventories continued Depreciation recognised in inventories The Group recognised depreciation on its property, plant and equipment and amortisation on its deferred devel- opment expenditure and intangible assets for the years ended 30 June 2021 and 2020 respectively in the following categories: Recognised in General and Administration Expense Recognised in Inventory Total 2021 A$ ‘000 2020 A$ ‘000 2021 A$ ‘000 2020 A$ ‘000 2021 A$ ‘000 2020 A$ ‘000 Property, plant and equipment Deferred development expenditure Intangibles Total 2,210 643 108 13,924 58,892 556 – – – 52,833 3,861 – 61,102 643 108 66,757 4,417 – 2,961 14,480 58,892 56,694 61,853 71,174 On the sale of inventory to customers, the component of the depreciation or amortisation expense capitalised within inventory is reflected in the cost of goods sold in the statement of comprehensive income as a component of the profit or loss. This was $62.8m in the year ended 30 June 2021 (2020: $51.5m). Write downs of inventory During the year ended 30 June 2021, there were no write-downs to net realisable value for some products. (2020: $0.9m) Recognition and measurement Raw materials, work in progress and finished goods Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based either on the first in first out (“FIFO”) or weighted average principles and includes expenditure incurred in acquiring the invento- ries and bringing them to their existing location and condition. In the case of manufactured or refined inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. Inventory expected to be sold or consumed within the next 12 months is classified as current, with amounts expected to be consumed or sold after this time being classified as non-current. Engineering and maintenance materials Engineering and maintenance materials (representing either critical or long order components but excluding rotable spares) are measured at the lower of cost and net realisable value. The cost of these inventories is based on the weighted average principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. Net realisable value is determined with reference to the cost of replacement of such items in the ordinary course of business compared to the current market prices. 86 Financial Statementswww.LynasRareEarths.comNotes to the Financial Statements continued D.3 Other non-current assets Security deposits – banking facilities and other, Malaysia Security deposits – banking facilities and other, Australia Security deposits – banking facilities and other, USA Security deposits – AELB, Malaysia Security deposits – AELB, Australia As at 30 June 2021 A$ ‘000 2,874 58 1 8,208 51,919 63,060 2020 A$ ‘000 2,977 15 – 5,480 56,675 65,147 Deposits to the Malaysian Government’s Atomic Energy Licensing Board (“AELB”) form a component of a total US$50.0m of instalments due in accordance with the conditions underlying the granting of the Full Operating Stage Licence to the Group for the Lynas Malaysia plant. The total amount deposited as security via a bond for the instalments is US$39.0m (all of which is interest earning). A further US$11.0m paid via cash directly to AELB is interest earning and has been discounted to a present value of $4.8m (FY20: $4.7m). Recognition and measurement Financial assets are classified, at initial recognition and subsequently measured at amortised cost, fair value through other comprehensive income and fair value through profit or loss. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. With the exception of trade receivables, the Group initially measures a financial asset at its fair value. In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets at amortised cost This category is the most relevant to the Group as all deposits in Note D.3 are classified this way. The Group meas- ures financial assets at amortised cost if both of the following conditions are met: • The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows, and • The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. The Group’s financial assets at amortised cost includes trade receivables, and security deposits included under other non-current financial assets. 87 Lynas Rare Earths Limited | 2021 Annual Report D.4 Trade and Other Payables Trade payables Accrued expenses Other payables Total trade and other payables Current Non-current Total trade and other payables As at 30 June 2021 A$ ‘000 11,077 16,485 13,266 2020 A$ ‘000 13,180 9,761 5,837 40,828 28,778 40,828 – 28,778 – 40,828 28,778 Recognition and measurement Current trade and other payables are non-interest bearing and are normally settled on 30 to 60 day terms. Subsequent to initial recognition trade and other payables are stated at amortised cost using the effective interest method. Given the short-term nature of trade payables, the carrying amount is a reasonable approximation of fair value. D.5 Provisions and Employee benefits Current Short term employee benefits Restoration and rehabilitation(1) Total current Non-Current Long term employee benefits Restoration and rehabilitation Total non-current As at 30 June 2021 A$ ‘000 2020 A$ ‘000 3,331 40,874 2,797 26,142 44,205 28,939 696 133,392 599 155,462 134,088 156,061 (1) The current portion of the restoration and rehabilitation provision represents Lynas’ best estimate of the present value of the outflows relating to the discharge of the rehabilitation obligation relating to residue disposal in Malaysia over the next 12 month period. Recognition and measurement A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefit will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Where discounting is used, the increase in the provision for the passage of time is recognised as a financial expense in the statement of comprehensive income as a component of the profit or loss. 88 Financial Statementswww.LynasRareEarths.comNotes to the Financial Statements continued Short-term employee benefits Short-term employee benefits are expected to be settled within one year and measured on an undiscounted basis and are expensed in the statement of comprehensive income as a component of the profit or loss as the related services are provided. A provision is recognised for the amount expected to be paid under short-term cash bonus plans and outstanding annual leave balances if the Group has a present legal or constructive obligation to pay this amount as a result of past services provided by the employee and the obligation can be estimated reliably. Long-term employee benefits The liability for annual leave and long service leave for which settlement can be deferred beyond 12 months from the balance date is measured as the present value of expected future payments to be made in respect of services provided by employees. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Incentive compensation plans The Group recognises a liability and associated expense for incentive compensation plans based on a formula that takes into consideration certain threshold targets and the associated measures of profitability. The Group recog- nises a provision when it is contractually obligated or when there is a past practice that has created a constructive obligation to its employees. Restoration and Rehabilitation The activities of the Group give rise to obligations for asset and site restoration and rehabilitation at the Lynas Malaysia plant and the Mount Weld concentration plant. The key areas of uncertainty in estimating the provisions for these obligations are set out below. Upon cessation of operations, the site including the processing assets, ancillary facilities, utilities and the onsite storage facility will be decommissioned and any materials removed from the location. The Group has most recently engaged a third party specialist to assist in estimating the restoration and rehabili- tation provisions at Lynas Malaysia as at 30 June 2018 and Mt Weld as at 30 June 2020. The Group will continue to review the need to engage third party specialists periodically over time as the operations continue to develop. The unwinding effect of discounting of the provision is recognised as a financial expense. The mining/extraction and refining/processing activities of the Group give rise to obligations for asset and site rehabilitation. Rehabilitation obligations can include facility decommissioning and dismantling, removal or treat- ment of waste materials, land rehabilitation and site restoration. The extent of work required and the associated costs are estimated based on feasibility and engineering studies using current restoration standards and tech- niques. Provisions for the cost of each rehabilitation programme are recognised at the time that the environmental disturbance occurs. Rehabilitation provisions are initially measured at the expected value of future cash flows required to rehabilitate the relevant site, discounted to their present value. The value of the provision is progressively increased over time as the effect of discounting unwinds. When provisions for rehabilitation are initially recognised, the corresponding cost is capitalised as an asset, representing part of the cost of acquiring the future economic benefits of the operation. The capitalised cost of rehabilitation activities for the Group’s mining operations and refining operations are recognised as a component of property, plant and equipment. Amounts capitalised are depreciated or amortised accordingly. At each reporting date the rehabilitation liability is re-measured to account for any new disturbance, updated cost estimates, changes to the estimated lives of the associated operations, new regulatory requirements and revisions to discount rates. Changes to the rehabilitation liability are added or deducted from the related rehabilitation asset and amortised accordingly. 89 Lynas Rare Earths Limited | 2021 Annual Report D.5 Provisions and Employee benefits continued Restoration and Rehabilitation Balance at the beginning of the year Provisions made during the year Provisions paid during the year Changes to inflation and discounts rates Effects of foreign exchange movement Unwinding of discount on provision As at 30 June 2021 A$ ‘000 2020 A$ ‘000 181,604 9,159 – (12,848) (7,989) 4,340 111,145 73,970 (14,916) 9,635 (1,419) 3,189 Balance at 30 June 174,266 181,604 KEY ESTIMATES AND JUDGEMENTS Restoration and rehabilitation expenditure The Group’s accounting policy for its restoration and rehabilitation closure provisions requires significant esti- mates and assumptions such as: requirements of the relevant legal and regulatory framework; the magnitude of possible contamination; and the timing, extent and costs of required closure and rehabilitation activity. These uncertainties may result in future actual expenditure differing from the amounts currently provided. The provision recognised is periodically reviewed and updated based on the facts and circumstances available at the time. Changes to the estimated future costs for operating sites are recognised in the statement of financial position by adjusting both the closure and rehabilitation asset and the provision. Lynas Malaysia production residues On January 30, 2020, the Group announced that The State Government of Pahang has issued its consent to a site for the Permanent Disposal Facility (PDF) for Water Leach Purification (WLP) residue. In additional Lynas Malaysia has appointed Gading Senggara Sdn Bhd (“GSSB”) as the contractor to manage the entire PDF project. The total cost of this project will be MYR 400m (AUD 128.4m). The provision for restoration and reha- bilitation has increased to reflect the present value of the obligation that exists at 30 June 2021. Those costs expected to be due within 12 months have been reflected as current. The unwinding effect of discounting of the provision is recognised as a finance cost. Payments in relation to the discharge of rehabilitation liabilities are recognised in the Statement of Cash Flows as an operating cash outflow. The Group has included its best estimate of the timing of these costs within the provision for restoration and rehabilitation at 30 June 2021. Key Financial risks associated with other assets and liabilities Credit risk management Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and related entities. The Group’s exposure to credit risk is primarily in its trade and other receivables and is influenced mainly by the individual characteristics of each customer. Demographically there are no material concentrations of credit risk. Cash and cash deposits are held in banks and financial institutions with A+ credit ratings. Management believes that the Group’s trade and other receivables are collectible in full, based on historical behaviour and extensive analysis of customer credit risk, including underlying customers’ credit ratings if they are applicable. 90 Financial Statementswww.LynasRareEarths.comNotes to the Financial Statements continued E. OTHER ITEMS This section includes information on items which require disclosure to comply with Australian Accounting Standards and the Australian Corporations Act 2001. This section includes group structure information and other disclosures. E.1 Contingent Liabilities An amount of US$39.0m (FY20: US$39.0m) has been deposited via a bond for instalments required in accordance with the conditions underlying the granting of the Full Operating Stage Licence to the Group for the LAMP in Malaysia. Should criteria as part of this grant not continue to be met, this amount may be utilised to settle obliga- tions. The Group has determined that the possibility of a material outflow related to these contingent liabilities is remote. Refer to Note D.3 for details of bonds. Litigation and legal proceedings As a result of its operations the Group has certain contingent liabilities related to certain litigation and legal proceedings. The Group has determined that the possibility of a material outflow related to these contingent liabilities is remote. Security and guarantee arrangements Certain members of the Group have entered into guarantee and security arrangements in respect of the Group’s indebtedness as described in Note E.6. E.2 Leases and other commitments AASB 16 Leases The accounting policies of the Group upon adoption of AASB 16 are as follows: Right of Use assets The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any re-measurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commence- ment date less any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term (where the entity does not have a purchase option at the end of the lease term). Right-of-use assets are subject to impairment. Lease liabilities At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-sub- stance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognised as an expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset. Determining the lease term of contracts with renewal options The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g. a change in business strategy). 91 Lynas Rare Earths Limited | 2021 Annual Report E.2 Leases and other commitments continued Short term leases and low-value assets The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equip- ment (i.e. those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption (i.e. below US$5,000/ A$7,150). Lease payments on short-term leases and leases of low-value assets are recognised as an expense on a straight-line basis over the lease term. No leases meeting the low-value criteria were recognised at 30 June 2020 or 30 June 2021. Exploration commitments Less than one year Between one and five years More than five years Total As at 30 June 2021 A$ ‘000 2020 A$ ‘000 394 1,638 1,291 3,323 373 1,533 2,345 4,251 These include commitments relating to tenement lease rentals and the minimum expenditure requirements of the Western Australia Department of Mines and Petroleum attaching to the tenements and are subject to re-nego- tiation upon expiry of the exploration leases or when application for a mining licence is made. These are necessary in order to maintain the tenements in which the Group and other parties are involved. All parties are committed to meet the conditions under which the tenements were granted in accordance with the relevant mining legislation. Capital commitments Less than one year Total As at 30 June 2021 A$ ‘000 82,479 82,479 2020 A$ ‘000 4,109 4,109 At 30 June 2020, the capital commitments related to on-going capital project costs in Malaysia. At 30 June 2021 the capital commitments primarily related to the Lynas Kalgoorlie project. 92 Financial Statementswww.LynasRareEarths.comNotes to the Financial Statements continued E.3 Auditor Remuneration The following items of expenditure are included in general and administration expenses: For the year ended 30 June 2021 A$ 2020 A$ Auditor’s remuneration to Ernst & Young (Australia), comprising: Fees for auditing the statutory financial report of the parent covering the group 228,792 229,963 Fees for other services Tax Services Other assurance and agreed upon procedures Advisory Services 5,725 58,650 67,088 4,100 – – Total auditor’s remuneration Ernst & Young (Australia) 360,255 234,063 Auditor’s remuneration to Ernst & Young (other locations), comprising: Fees for auditing the financial report of any controlled entities 136,548 133,722 Fees for other services Tax Services 20,480 16,300 Total auditor’s remuneration Ernst & Young (other locations) 157,028 150,022 Total auditor’s remuneration 517,283 384,085 Other tax service fees paid to EY Australia and other locations in FY21 and FY20 relate to completion of tax returns for expatriate employees. Other assurance, agreed upon procedures and advisory services paid to EY Australia relate to due diligence and review work in relation to the capital raising that took place in August 2020. E.4 Subsidiaries Name of Group entity Principal activity Ownership interest as at 30 June Country of incorporation 2021 2020 Lynas Malaysia Sdn Bhd Operation and development of advanced material processing plant Malaysia 100% 100% Lynas Services Pty Ltd* Provision of corporate services Mount Weld Holdings Pty Ltd* Holding company Mount Weld Mining Pty Ltd* Development of mining areas of interest and operation of concentration plant Australia Australia Australia Lynas Kalgoorlie Pty Ltd* Development of operations in Kalgoorlie Australia Lynas Africa Holdings Pty Ltd* Holding company Lynas Africa Ltd Lynas USA LLC Mineral exploration Development of processing opportuni- ties in USA Australia Malawi USA 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% * Entity has entered into a deed of cross guarantee with Lynas Rare Earths Limited pursuant to ASIC Instrument 2016/785 and is relieved from the requirement to prepare and lodge an audited financial report, as discussed in Note E 6. Entity is also a member of the tax-con- solidated group. 93 Lynas Rare Earths Limited | 2021 Annual Report E.5 Parent Entity Information Current assets Total assets Current liabilities Total liabilities Net assets Share capital Accumulated deficit Reserves Total shareholders’ equity Loss of the Company Total comprehensive loss of the parent Company As at 30 June 2021 A$ ‘000 2020 A$ ‘000 139,729 31,055 1,223,788 933,333 (21,486) (18,378) (172,895) (201,006) 1,050,893 732,327 1,859,598 (1,119,822) 311,117 1,424,847 (1,115,948) 423,428 1,050,893 732,327 (3,874) (11,014) (3,874) (11,014) E.6 Entities under a Deed of Cross Guarantee Pursuant to ASIC Instrument 2016/785 (as amended) dated August 13, 1998, the wholly-owned Australian subsidi- aries of Lynas Rare Earths Limited are relieved from the Corporations Act 2001 requirements for preparation, audit and lodgement of financial reports, and Director’s reports. It is a condition of the Class Order that the Company and each of the subsidiaries enter into a Deed of Cross Guarantee. The effect of the Deed is that the Company guarantees to each creditor payment in full of any debt in the event of winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001. If a winding up event occurs under any other provision of the Act, the Company will only be liable in the event that after six months any creditor has not been paid in full. The subsidiaries have also given similar guarantees in the event that the Company is wound-up. The subsidiaries in addition to the Company subject to the deed are specified in Note E.4. A statement of comprehensive income and statement of financial position, comprising the Company and controlled entities which are party to the Deed, after eliminating all transactions between parties to the Deed of Cross Guarantee is presented as follows: 94 Financial Statementswww.LynasRareEarths.comNotes to the Financial Statements continued Statement of Financial Position Cash and cash equivalents Short term deposits Trade and other receivables Inventories Total current assets Inventories Property, plant and equipment Deferred exploration, evaluation and development expenditure Investments in subsidiaries Other assets Total non-current assets Total assets Trade and other payables Interest payable Borrowings Employee benefits Intercompany payables Total current liabilities Provisions Employee benefits Borrowings Total non-current liabilities Total liabilities Net assets Share capital Accumulated deficit Reserves Total equity As at 30 June 2021 A$ ‘000 290,114 100,000 507,789 21,448 2020 A$ ‘000 103,390 – 397,305 16,100 919,351 516,795 4,434 151,173 28,347 375,080 51,977 8,932 123,824 28,818 375,080 16 611,011 536,670 1,530,362 1,053,465 12,435 1,773 20,073 2,846 275,761 6,923 – 34,148 3,075 217,284 312,888 261,430 45,775 1,114 151,049 46,154 1,408 164,851 197,937 212,413 510,825 473,843 1,019,537 579,622 1,859,597 1,424,847 (1,006,439) (1,034,473) 166,379 189,248 1,019,537 579,622 95 Lynas Rare Earths Limited | 2021 Annual Report E.6 Entities under a Deed of Cross Guarantee continued Statement of Comprehensive Income Revenue Cost of sales Gross profit Other income General and administration expenses net of recoveries Profit from operating activities Financial income Financial expenses Net financial expenses Profit / (loss) before income tax Income tax expense As at 30 June 2021 A$ ‘000 132,537 (81,657) 50,880 68 (12,628) 38,320 1,249 (11,534) (10,285) 28,035 (1) 2020 A$ ‘000 90,256 (71,290) 18,966 589 (18,725) 830 1,691 (14,712) (13,021) (12,191) (6) Profit / (loss) for the year from continuing operations 28,034 (12,197) Other comprehensive loss, net of income tax Exchange differences on foreign currency transactions Total other comprehensive income / (loss) for the year, net of income tax 9,196 9,196 (325) (325) Total comprehensive income / (loss) for the year 37,230 (12,522) E.7 Employee costs and share based payments The following items are gross employee costs before recoveries included in general and administration expenses: Wages and salaries Superannuation and pension contributions Employee remuneration settled through share-based payments Other Total employee costs For the year ended 30 June 2021 A$ ‘000 45,790 3,715 2,464 1,051 2020 A$ ‘000 42,389 3,808 1,545 884 53,020 48,626 Share-based remuneration benefits are provided to employees via a variety of schemes which are further set out below. The fair values of the performance rights granted under these various schemes are recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at the grant date and recog- nised over the period during which the employees become unconditionally entitled to the performance rights. 96 Financial Statementswww.LynasRareEarths.comNotes to the Financial Statements continued The fair value at grant date is independently determined using a performance right pricing model that takes into account the exercise price, the term of the performance right, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the performance right. The fair value of the performance right granted is measured to reflect the expected market vesting conditions, but excludes the impact of any non-market vesting conditions (for example, profitability and production targets). Non-market vesting conditions are included in assumptions about the number of performance rights that are expected to become exercisable. At the end of each reporting period, the Group revises its estimates of the number of performance rights that are expected to become exercisable. The employee benefits expense recognised each period takes into account the most recent estimate. The impact of the revision to original estimates, if any, is recognised in the statement of comprehensive income as a component of profit or loss, with a corresponding adjustment to equity. Key management personnel compensation The aggregate compensation made to the Directors and other members of KMP of the Group is set out below: Short-term employee benefits Long-term employee benefits Post-employment benefits Share based payments For the year ended 30 June 2021 A$ 5,312,122 96,834 240,278 1,692,416 2020 A$ 5,859,449 41,538 313,091 1,032,611 Total compensation paid to key management personnel 7,341,650 7,246,689 The compensation of each member of the KMP of the Group for the current and prior year is set out within the Remuneration Report. All transactions with these related parted have been considered and included in the report. The share-based payments amount represents the impact of amortising the accounting value of options and performance rights over their vesting periods including the impact of forfeitures recognised during the period. At times, a negative value may be presented which results from the forfeitures recognised in the period (which may relate also to earlier periods) are greater than the accounting expense for the current portion of the vesting period. Employee share options and performance rights The Group has established an employee share plan whereby, at the discretion of Directors, performance rights may be granted over the ordinary shares of the Company for the benefit of Directors, Executives and certain employees of the Group. The performance rights are granted in accordance with performance guidelines established by the Nomination, Remuneration and Community Committee. Other than short term incentives and Strategic Performance Rights, each performance right is convertible into one ordinary share of the Company during the two years following the vesting date, which is the third anniversary of the grant date. The performance rights hold no voting or dividend rights and are not transferrable. Performance rights are granted for the benefit of Key Management Personnel (“KMP”) and other selected employees to provide greater alignment to our strategic business objectives. KMP are those people who have authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any Executive Director of the Group and the Executives. At year end, the Executives include the Chief Executive Officer, the Chief Financial Officer, the Group’s General Counsel & Company Secretary, Vice President – Upstream, Vice President – Downstream, Vice President – Malaysia. 97 Lynas Rare Earths Limited | 2021 Annual Report E.7 Employee costs and share based payments continued Movements in employee performance rights during the year For the year ended 30 June 2021 For the year ended 30 June 2020 Number of performance rights ‘000 Weighted average exercise price A$ Number of performance rights ‘000 Weighted average exercise price A$ 4,461,537 1,408,092 – (743,643) (447,460) 4,678,526 1,279,101 0.00 0.00 0.00 0.00 0.00 0.00 0.00 9,044,069 1,873,707 – (6,151,083) (305,156) 4,461,537 997,490 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Balance at beginning of year Granted during the year Expired during the year Exercised during the year Forfeited during the year Balance at end of year Exercisable at end of year During the year ended 30 June 2021 the Group recognised net share based payment expense of $2.5m (2020: $1.5m) within the profit and loss component of the statement of comprehensive income. The net expense during the year included the reversal of expenses totalling $0.3m (2020: $1.3m) associated with the forfeiture of 301,819 (2020: 305,156) performance rights and reassessment of the probability of achieving non-market based vesting criteria. The employee performance rights outstanding at the end of the year had nil weighted average exercise price and a weighted average remaining contractual life of 339 days (2020: 437 days). The performance rights exercised during the year had a weighted average share price on exercise date of $1.91 (FY20: $2.04). Performance rights granted in the period For the CEO, other Executive KMP and Lynas Leadership Team, two vesting conditions apply to the LTI grants made during FY2021: • Relative Total Shareholder Return (TSR) • Lynas 2025 Project Target In addition, eight senior employees who are critical to the delivery of Lynas 2025 strategic outcomes were invited to participate in the LTI Plan. For these employees, the sole vesting condition is the Lynas 2025 Project Target. Relative TSR is assessed over a three year period from 1 July 2020 to 30 June 2023, relative to other companies in the ASX200 index (Peer Group Companies). For any performance rights to vest under the TSR vesting condition, Lynas’ performance must be equal to or greater than the 51% percentile of Peer Group Companies. The percentage of the performance rights that may vest is determined as follows: Lynas TSR Ranking across the TSR Period Proportion of Performance Rights that vest Below 51st percentile At the 51st percentile Between the 51st percentile and the 76th percentile At or above 76th percentile 0% 50% Between 50% and 100% as determined on a straight line basis (rounded to the nearest 5%) 100% The Lynas 2025 Project Target vesting condition is that the Lynas Kalgoorlie plant is commissioned and operational by July 2023. In accordance with the Group’s policy that governs trading of the Company’s shares by Directors and employees, Directors and employees are not permitted to hedge their options or performance rights before the options vest. 98 Financial Statementswww.LynasRareEarths.comNotes to the Financial Statements continued The performance rights granted during the financial year had a weighted average fair value of $2.5136 (2020: $2.198) and were priced using volume-weighted average share prices, Monte Carlo and Binomial valuation methodologies. Where relevant the expected life used in the model has been adjusted based on management’s best estimate for the effects of non-transferability, exercise restrictions (including the probability of meeting market conditions attached to the option), and behavioural considerations. Expected volatility is based on the historical share price volatility over the past three years and peer volatility. PR’s issued to employees other than CEO PR’s issued to CEO Series BH Series BI Series BJ Series BH Series BI Series BJ Grant date 5 day VWAP Exercise price Dividend yield Expected volatility Risk-free Rate Expiry date 09 Sept 2020 $2.40 $0.00 Nil 63.2% 0.26% 09 Sept 2023 09 Sept 2020 $2.40 $0.00 Nil 63.2% 0.26% 09 Sept 2025 09 Sept 2020 $2.40 $0.00 Nil 63.2% 0.26% 09 Sept 2025 26 Nov 2020 $3.56 $0.00 Nil 64.5% 0.11% 09 Sept 2023 26 Nov 2020 $3.56 $0.00 Nil 64.5% 0.11% 09 Sept 2025 26 Nov 2020 $3.56 $0.00 Nil 64.5% 0.11% 09 Sept 2025 Performance rights still to vest or yet to expire Performance rights are issued on the same terms as options, except there is no consideration payable on exercise. The following table lists any performance rights which are still to vest, or have yet to expire. Series Grant date Number Date vested and exercisable Expiry date Exercise price 30 November 2016 30 November 2016 28 November 2017 28 November 2017 28 August 2018 28 August 2018 27 November 2018 27 November 2018 26 August 2019 26 August 2019 26 August 2019 26 November 2019* 26 November 2019* 26 November 2019* 09 September 2020 09 September 2020 09 September 2020 26 November 2020* 26 November 2020* 26 November 2020* AO AP AU AV AY AZ BB BC BE BF BG BE* BF* BG* BH BI BJ BH** BI** BJ** Total 532,373 465,117 127,567 154,044 165,668 138,057 176,920 147,433 131,014 638,433 157,216 136,435 136,435 163,722 141,733 275,091 517,861 55,695 208,856 208,856 30 August 2019 30 August 2019 28 August 2020 28 August 2020 28 August 2021 28 August 2021 28 August 2021 28 August 2021 26 August 2022 26 August 2022 26 August 2022 26 August 2022 26 August 2022 26 August 2022 09 September 2021 09 September 2023 09 September 2023 09 September 2021 09 September 2023 09 September 2023 30 August 2021 30 August 2021 28 August 2022 28 August 2022 28 August 2023 28 August 2023 28 August 2023 28 August 2023 26 August 2024 26 August 2024 26 August 2024 26 August 2024 26 August 2024 26 August 2024 09 September 2023 09 September 2025 09 September 2025 09 September 2023 09 September 2025 09 September 2025 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 4,678,526 Value per performance right at grant date $0.680 $0.500 $2.060 $1.620 $2.187 $1.431 $2.187 $1.463 $2.340 $2.340 $1.660 $2.290 $2.290 $1.630 $2.400 $1.790 $2.400 $3.560 $2.500 $3.560 * ** Performance rights relates to the CEO in series BD to BG were approved by the Board on 26 August 2019, subject to approval at the AGM. These performance rights were subsequently approved at the AGM on 26 November 2019. Performance rights relates to the CEO in series BH to BJ were approved by the Board on 9 September 2020, subject to approval at the AGM. These performance rights were subsequently approved at the AGM on 26 November 2020. 99 Lynas Rare Earths Limited | 2021 Annual Report E.8 Other Items New and revised standards and interpretations Standards and Interpretations affecting amounts reported The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those of the previous financial year, except for the adoption of new standards and interpretations effective as of 1 July 2020. Several amendments apply for the first time in the current year. As required, the nature and effect of the changes of these new standards has been disclosed throughout the report. Standards and Interpretations in issue not yet adopted No Australian Accounting Standards issued but not yet mandatory for the financial year ending 30 June 2021 have had a material impact on the Group for the year ended 30 June 2021. E.9 Subsequent events On 23 August 2021, the Malaysian regulator, the Atomic Energy Licensing Board (AELB), extended the deadline for satisfaction of the licence condition related to the commencement of construction of the Permanent Disposal Facility (PDF) for WLP residue to 2 March 2022. This recognises the constraints presented by current COVID-19 conditions. Lynas continues to engage productively with the relevant government and regulatory authorities to progress the approvals for the PDF. As announced on 29 July 2021, on 28 July 2021 the High Court of Malaya at Kuala Lumpur dismissed the judicial review proceedings commenced by the anti-Lynas activists seeking review of the processes followed by the Government of Malaysia in reaching the August 2019 decision to renew Lynas Malaysia’s fourth operating licence. Lynas has received a notice of appeal by the anti-Lynas activists. Lynas intends to defend the appeal. The Lynas Malaysia plant currently operates under the fifth operating licence granted in February 2020. As announced on 22 July 2021, Lynas was awarded a $14.8m grant as part of the Australian governments’ Modern Manufacturing Initiative. The grant will enable Lynas to commercialise an industry-first Rare Earth carbonate refining process that has been developed by our in-house research and development team. With the exception of the above, there have been no other events subsequent to 30 June 2021 that would require accrual or disclosure in this financial report. 100 Financial Statementswww.LynasRareEarths.comNotes to the Financial Statements continued Mineral Resources and Ore Reserves as at 30 June 2021 1. MT WELD RARE EARTH DEPOSIT ORE RESERVES 2021 The Ore Reserve estimation for the Mt Weld Rare Earth Deposit is shown in Table 1. TABLE 1: MT WELD RARE EARTH DEPOSIT ORE RESERVES 2021 JORC CLASSIFICATION Ore Reserves within Pit boundary MILLION TONNES TREO % CONTAINED REO ‘000 TONNES Proved Probable Designed Pit Total On Stockpiles Proved Probable Stockpiles Total Total Ore Reserves Proved Probable Total 13.2 5.0 18.3 0.7 0.0 0.7 13.9 5.0 18.9 8.3 7.4 8.1 14.6 0.0 14.6 8.6 7.4 8.3 1,106 372 1,478 98 0 98 1,200 370 1,571 * TREO = Total Rare Earth Oxides (La2O3, CeO2, Pr6O11, Nd2O3, Sm2O3, Eu2O3, Gd2O3, Tb4O7, Dy2O3, Ho2O3, Er2O3, Tm2O3, Yb2O3, Lu2O3) + Yttrium (Y2O3). Totals may not balance due to rounding of figures. Note: The Ore Reserves for the Mt Weld Rare Earth Deposit is as of June 30, 2021. The 2021 Ore Reserve update is based upon no mining depletion of the in-situ ore reserves by mining activities as mining Campaign 3 was completed in February 2020 and no ore mining occurred between 1 July 2020 and 30 June 2021. Minor changes to the stockpiles occurred as a result of processing. Full details of the material change that occurred in 2018 are reported as per the Lynas ASX announcement dated August 6, 2018, titled “Lynas announces a 60% increase to Mt Weld Ore Reserves, one of the world’s richest sources of Rare Earths”. The stockpiles were estimated using survey volumes of the stockpiles and grades assigned to the stockpiles by the grade control process. The grade control process is carried out by Mr Thomas Leggo, an employee of Lynas Rare Earths. The surveys have been carried out by Mr Bradley Hughes, an employee of Lynas Rare Earths. Mr Steve Lampron, (Ragnarok Mining Pty Ltd) has carried out a review and audit of these figures and found them to fall within expected error deviations. The company confirms that all material assumptions and technical parameters underpinning the estimated Ore Reserves set out in the ASX announcement dated August 6, 2018 continue to apply and have not materially changed. 101 Lynas Rare Earths Limited | 2021 Annual Report Mineral Resources and Ore Reserves 2. MT WELD RARE EARTH DEPOSIT MINERAL RESOURCES 2021 The Mineral Resource estimation for the Mt Weld Rare Earth Deposit is shown in Table 2, reported above a cut-off of 2.5% Total Rare Earth Oxides (TREO). TABLE 2: MT WELD RARE EARTH DEPOSIT MINERAL RESOURCES 2021 JORC CLASSIFICATION MILLION TONNES TREO % CONTAINED REO ‘000 TONNES Insitu Measured Indicated Inferred Subtotal On Stockpiles Measured Subtotal Total Mineral Resources Measured Indicated Inferred Total 16.7 11.9 25.9 54.5 0.7 0.7 17.3 11.9 25.9 55.2 7.5 5.4 3.6 5.2 14.6 14.6 7.8 5.4 3.6 5.3 1,257 638 938 2,833 98 98 1,354 638 938 2,931 * TREO = Total Rare Earth Oxides (La2O3, CeO2, Pr6O11, Nd2O3, Sm2O3, Eu2O3, Gd2O3, Tb4O7, Dy2O3, Ho2O3, Er2O3, Tm2O3, Yb2O3, Lu2O3) + Yttrium (Y2O3). Totals may not balance due to rounding of figures. Mineral Resources have been reported above a cut-off of 2.5% TREO. The Mineral Resources are inclusive of Ore Reserves. Note: The Mineral Resource estimation for the Mt Weld Rare Earth Deposit is as of 30 June 2021. The information is extracted from the Lynas ASX announcement titled “Lynas announces a 60% increase to Mt Weld Ore Reserves, one of the world’s richest sources of Rare Earths”, dated 6 August 2018 and is available to view on the company’s website. The company confirms that all material assumptions and technical parameters underpinning the esti- mated Mineral Resources set out in the ASX announcement dated 6 August 2018 continue to apply and have not materially changed. The exception is minor depletion of the in-situ resources from mining up to 30 June 2021. 3. NIOBIUM RICH RARE METALS MINERAL RESOURCES The Mineral Resource estimation for the niobium rich rare metals prospect referred to as the Niobium Rich Rare Metals Project is shown in Table 3. The Rare Metals Project is located at Mt Weld. TABLE 3: CLASSIFICATION OF MINERAL RESOURCES FOR THE NIOBIUM RICH RARE METALS PROJECT MILLION TONNES Ta2O5 % Nb2O5 % TLnO % 0 1.5 36.2 37.7 0 0.037 0.024 0.024 0 1.4 1.06 1.07 0 1.65 1.14 1.16 ZrO % 0 0.32 0.3 0.3 P2O5 % 0 8.9 7.96 7.99 Y2O3 % 0 0.1 0.09 0.09 TiO2 % 0 5.8 3.94 4.01 CATEGORY Measured Indicated Inferred Total 102 www.LynasRareEarths.com Notes: 1. All figures are percentages. Ta2O5 Tantalum Oxide, Nb2O5 Niobium Oxide, TLnO Total Rare Earth Oxide, ZrO zirconia, P2O5 Phosphate, Y2O3 yttria, TiO2 titanium oxide. 2. The Mineral Resource estimation for the niobium rich rare metals is as per ASX announcement dated 6 October 2004. Lynas Corp confirms that all material assumptions and technical parameters underpinning the estimated Mineral Resources continue to apply and have not materially changed. Figures in the table may not sum due to rounding. There have been no changes to the Niobium Rich Rare Metals Project Mineral Resource since the previous reporting period. Note on governance arrangements and internal controls: All Lynas Mineral Resource and Ore Reserve estimations are compiled by experienced competent persons who are engaged as independent external consultants to Lynas. The relevant Competent Person ensures that all aspects of the Mineral Resource estimations or the Ore Reserve estimations (as applicable) meet the JORC code requirements. COMPETENT PERSON’S STATEMENTS – MINERAL RESOURCES The information in this report that relates to the 2020 Mineral Resources is based on information compiled by Ms Elizabeth Haren and Dr Andrew Scogings. Ms Haren is Associate Principal Consultant at Snowden Group Mining Industry Consultants. Dr Scogings is Associate Executive Consultant at a Snowden Group Mining Industry Consultants and a Member of the Australasian Institute of Mining and Metallurgy and a Member of the Australian Institute of Geoscientists. Dr Scogings has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for the Reporting of Exploration Results, Mineral Resources, and Ore Reserves. Dr Scogings consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. The information in this report that relates to the Niobium Rich Rare Metals Project is based on information compiled by Mr Brendan Shand. Mr Shand is a consultant geologist to Lynas Rare Earths. Mr. Shand is a Member of The Australian Institute of Geoscientists. Mr Shand has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as Competent Person as defined in the 2012 Edition of the Australasian Code for the Reporting of Exploration Results, Mineral Resources, and Ore Reserves (JORC Code). Mr Shand consents to the disclosure of information in this report in the form and context in which it appears. COMPETENT PERSON’S STATEMENTS – ORE RESERVES The information in this Release which relates to the 2021 Ore Reserves estimate accurately reflect information prepared by Competent Persons (as defined by the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves). The information in this public statement that relates to the Mt Weld Rare Earths Project is based on information resulting from Feasibility works carried out by Auralia Mining Consulting Pty Ltd. Mr Steve Lampron completed the Ore Reserve estimate. Mr Steve Lampron is a Member of the Australasian Institute of Mining and Metallurgy and has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity that he is undertaking to qualify him as a Competent Person as defined in accordance with the 2012 Edition of the Australasian Joint Ore Reserves Committee (JORC). Mr Steve Lampron consents to the inclusion in the document of the information in the form and context in which it appears. 103 Lynas Rare Earths Limited | 2021 Annual Report Additional Information Additional information required by the Australian Securities Exchange Ltd and not shown elsewhere in this report. The information is current as at 1 September 2021. (A) Distribution of Ordinary Shares The number of shareholders by size of holding of ordinary shares is: Holdings Ranges 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Totals Number of Shares Percentage of Shares Holders 22,312 15,470 4,101 3,721 256 10,576,231 39,488,109 30,844,759 92,901,859 728,265,111 45,860 902,076,069 1.170 4.380 3.420 10.300 80.730 100.00 The number of shareholders holding less than a marketable parcel of shares 883 21,100 0.002339 (B) Distribution of Employee Options/Performance Rights There are 3,681,037 unlisted employee options / performance rights. The number of beneficial holders, by size of holding, of employee options / performance rights are: Holders 0 0 0 22 6 28 Holdings Ranges 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Total 104 www.LynasRareEarths.com (C) Twenty Largest Shareholders The names of the twenty largest registered holders of quoted shares are: Listed Ordinary Shares Number of Shares % of Shares 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 2 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 3 CITICORP NOMINEES PTY LIMITED 4 NATIONAL NOMINEES LIMITED 5 BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM 6 BNP PARIBAS NOMINEES PTY LTD7 BNP PARIBAS NOMS PTY LTD 8 MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED 9 BNP PARIBAS NOMINEES PTY LTD SIX SIS LTD 10 ARGO INVESTMENTS LIMITED 287,859,974 113,988,611 101,722,199 50,682,338 30,611,408 15,690,812 11,915,121 9,332,906 7,233,214 6,779,221 11 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 12 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 13 BNP PARIBAS NOMINEES PTY LTD 14 CITICORP NOMINEES PTY LIMITED 15 MS AMANDA MARGARET LACAZE & MR WAYNE VINCENT MORGAN 16 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 17 MALAY-SINO CHEMICAL INDUSTRIES SENDIRIAN BERHAD 18 ECAPITAL NOMINEES PTY LIMITED 19 MR JUNSHI WANG 20 NETWEALTH INVESTMENTS LIMITED 4,630,563 4,617,201 3,545,149 2,626,472 2,226,566 2,107,686 2,085,398 2,058,500 1,577,867 31.911% 12.636% 11.276% 5.618% 3.393% 1.739% 1.321% 1.035% 0.802% 0.752% 0.543% 0.513% 0.512% 0.393% 0.291% 0.247% 0.234% 0.231% 0.228% 0.175% TOTAL 666,185,507 73.850 (D) Substantial Shareholders The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are: 1 FMR LLC 2 BlackRock Group 3 Ausbil Investment Management Limited 4 Vanguard Group Relevant Interest in Listed Ordinary Shares 58,437,560 54,180,840 51,824,476 45,023,974 105 Lynas Rare Earths Limited | 2021 Annual Report Additional Information (E) Voting Rights All ordinary shares (whether fully paid or not) carry one vote per share without restriction. No other class of equity securities carries voting rights unless converted into ordinary shares. (F) Schedule of Interests in Mining Tenements Tenement Percentage Held Mt Weld Rare Earths Project M38/58 M38/59 M38/326 M38/327 E38/2224 E38/2935 L38/224 L38/98 G38/34 G38/35 100 100 100 100 100 100 100 100 100 100 Mt Weld Mt Weld Mt Weld Mt Weld Mt Weld Mt Weld Mt Weld Mt Weld Mt Weld Mt Weld 106 www.LynasRareEarths.com Notes 107 Lynas Rare Earths Limited | 2021 Annual Report Notes 108 www.LynasRareEarths.com Corporate Directory ABN 27 009 066 648 Directors Kathleen Conlon Amanda Lacaze Philippe Etienne Vanessa Guthrie John Humphrey Grant Murdoch Company Secretary Sarah Leonard Registered Office Level 1, 45 Royal Street East Perth WA 6004 p +61 8 6241 3800 general@lynasre.com Website www.LynasRareEarths.com Share Register Boardroom Pty Limited Level 12, Grosvenor Place 225 George Street Sydney NSW 2000 p +61 2 9290 9600 f +61 2 9279 0664 enquiries@boardroomlimited.com.au Auditors Ernst & Young 11 Mounts Bay Road Perth WA 6000 109 Lynas Rare Earths Limited | 2021 Annual Report CORPORATE DIRECTORY ABN 27 009 066 648 Registered Office Level 1, 45 Royal Street East Perth WA 6004 p +61 8 6241 3800 f +61 8 9242 7219 general@lynasre.com Malaysian Office PT17212 Jalan Gebeng 3 Kawasan Perindustrian Gebeng 26080 Kuantan, Pahang Darul Makmur Malaysia p +60 9 582 5200 f +60 9 582 5291 general@lynasre.com Share Register Boardroom Pty Ltd Level 12, Grosvenor Place 225 George Street Sydney NSW 2000 Australia p +61 2 9290 9600 f +61 2 9279 0664 enquiries@boardroomlimited.com.au Auditors Ernst & Young 200 George Street Sydney NSW 2000 Australia w LynasRareEarths.com