2025 Corporate Governance Statement (6 fy25 corporate governance statement double page 21 08 2025)

Corporate Governance Statement

FY25

FY25 Corporate Governance Statement

FY25 Annual Reporting Suite Table of Contents

This Corporate Governance Statement (Statement) has been prepared by Northern Star Resources Ltd ABN 43 092 832 892 (Northern Star or the Company) to meet the requirements of the Corporate Governance Principles & Recommendations published by the ASX Corporate Governance Council (4th edition) for the financial year ending 30 June 2025 (FY25).

Unless expressly stated otherwise, all references to 'our', 'we', 'us', the Company or Northern Star refer to Northern Star Resources Ltd.

The FY25 Annual Reporting Suite is available on the Company website at https://www.nsrltd.com.

Corporate governance 6

ASX Recommendations 6

Board of Directors 8

Leadership Team 10

Company Secretary 10

Director independence 12

Board composition 12

Board diversity 13

Board skills and experience 14

Investor relations and shareholder communications 28

Company website 30

General meetings 31

Continuous disclosure 33

Periodic reports and

material announcements 33

Presentation materials 33

Diversity Policy 34

FY25 Annual Report

FY25 ESR

Reporting Suite

FY25 Corporate Governance Statement

FY25 Modern Slavery Statement

Board skills matrix 16

Director appointments 18

Induction, training and

continuing education 19

Contents

Training in corporate

Workforce gender composition 34

Gender diversity target 34

Gender pay equity 35

Diversity and inclusion initiatives 35

Working arrangements to

Acknowledgement of Country

Northern Star would like to acknowledge and pay our respects to Traditional Owner groups, upon whose land in Australia we are privileged to work on.

• Darlot

• Kakarra

• Kariyarra

• Kariyarra Pirnthurruna

• Kultju

• Marlinyu Ghoorlie

• Ngarla

• Ngarluma

• Ngarluma (Mallina)

• Nyalpa Pirniku

• Nyamal

• Tjiwarl

• Wajarri Yamatji

• Warlpiri, Gurindji and Jaru

• Whadjuk Noongar

• the Wiluna Martu

• Yinhawangka

Northern Star would like to acknowledge and pay our respects to the Athabascan people, upon whose ancestral lands our Pogo Operation in Alaska, is situated.

We seek and value the guidance and input of these indigenous groups in the operation of our business. We acknowledge their strong and special physical and cultural connections to their ancestral lands and pay our respects to their Elders, past and present.

2 Northern Star Resources Ltd FY25 Corporate Governance Statement

governance policies 19

Board Committee structure 20

Board performance evaluation 22

Senior management evaluation 22

KMP remuneration 22

Code of Conduct and STARR

Core Values 24

Whistleblower Policy 25

Anti-Bribery & Anti-Corruption Policy 25

Securities Trading Policy 25

Stakeholder engagement 26

Industry association involvement 26

Thunderbox Operations

Yandal Production Centre, Western Australia

support carers 35

Management of risk 36

Audit & Risk Committee 36

Risk management framework 36

Risk appetite 38

Group Audit and Risk function 38

Internal audit 38

Assurance map 38

External audit 39

Management assurance 39

Key strategic risks 39

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Governance Highlights for FY25

Governance Highlights for FY25

Compliant with

100%

of the ASX Corporate Governance

Council Principles & Recommendations

FY24 Remuneration Report approval

98%

support for the FY24 Remuneration Report in the advisory vote at the 2024 AGM (2023: 93%)

Director attendance

99%

at Board & Committee meetings (FY24: 99%)

Female Board representation

38%

4% since FY21

Independent Directors

88%

10% since FY21

Pilbara Operations

Hemi Development Centre, Western Australia

4 Northern Star Resources Ltd FY25 Corporate Governance Statement 5

About this Statement

About this Statement

Corporate governance

Corporate governance is the system by which a company is directed and managed, encompassing the policies, procedures and processes adopted in the context of

the applicable legislative and regulatory framework. Corporate governance shapes company strategy and culture, risk assessment and decision making. It also defines the relationships between the board, management, shareholders and other stakeholders such as employees, contractors, internal and external auditors, supply chain, governments, regulators, and the communities in which a company operates.

Strong and effective corporate governance:

• supports decision making that effectively balances the interests of various stakeholders;

• fosters a culture of accountability and integrity;

• ensures a robust risk management system;

• promotes ethical and responsible business practices that protect stakeholder interests;

• enhances transparency in disclosure and reporting integrity; and

• is a significant driver of operational performance and long-term value creation.

  Northern Star is committed to observing the highest standards of corporate governance, recognising that effective corporate governance is critical to maintaining stakeholder relations and investor confidence.

  ASX Recommendations

  ASX-listed entities must benchmark their corporate governance practices annually against the ASX Corporate Governance Council's Corporate Governance Principles & Recommendations (4th edition) (ASX Recommendations) available on the ASX website.

  Northern Star is pleased to report that the Company continues to align with all 35 ASX Recommendations for the financial year ended 30 June 2025 (FY25). The

  Appendix on page 42 onwards sets out where each of the ASX Recommendations are addressed in this Corporate Governance Statement (Statement).

  Moreover, we continue to include in this Statement additional voluntary disclosure.

  This Statement has been approved by the Northern Star Board and is current as at 20 August 2025. The Statement should be read in conjunction with the FY25 Annual Report, FY25 Modern Slavery Statement, and Appendix 4G (Key to Disclosures) released together with this Statement, and the other information available on the Company's website at https://www.nsrltd.com/investors/asx-announcements/.

  
  
  
  
  
  

  Michael Chaney AO Chairman

  Northern Star Resources Ltd 20 August 2025

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  Northern Star Resources Ltd FY25 Corporate Governance Statement

  Kylie Johnston - Dump Truck Operator

  Bronzewing Operations Yandal Production Centre, Western Australia

  
  
  

  Board and Management

  Board and Management

  Loading Surface Haul Truck

  Thunderbox Operations Yandal Production Centre, Western Australia

  Board of Directors

  The Board plays an essential role in establishing and maintaining the Company's corporate governance standards, including:

• determining the Company's values and policies and ensuring they are applied consistently;

• setting the Company's strategic objectives;

• supervising management; and

• timely and accurate reporting to shareholders.

  The Board Charter details the Board's role in defining the Company's Purpose, STARR Core Values, and Code of Conduct, all of which reinforce the desired culture within the Company.

  In accordance with the Charter, the Board sets the Company's strategic direction and risk appetite; provides leadership to, and oversight of, senior management; and monitors the operational and financial position of the Company.

  With this in mind, Northern Star's Purpose is:

  To generate superior returns for our shareholders, while providing positive benefits for our stakeholders,

  through operational effectiveness, exploration and active portfolio management.

  Underpinning this Purpose, as well as the Company's business plan and strategies that are aligned to this Purpose, is a commitment to sustainable development that:

• minimises adverse impacts to the environment, communities in which Northern Star operates, and all people engaged in, or impacted by, the Company's operations; and

• delivers positive economic benefits to the community by investing in community-based programs, and

to stakeholders through, for instance, dividends, employment, taxes, Government royalties, and goods and services payments.

Delivering positive environmental, social and governance (ESG) outcomes both short-term (measured over a 1

year period) (STI) and longer term (measured over a 4 year period) (LTI) is a component of the Company's

variable remuneration. Further details on the Company's performance against FY25 STI safety measure and FY22 LTI-1 safety and decarbonisation performance measures, and details on the FY26 STI safety and FY26 LTI-1 decarbonisation performance measures, are provided on pages 122, 126, 134 and 135 of the Company's Remuneration Report, contained in the FY25 Annual Report.

Michael Chaney AO

Chairman

Michael Ashforth

Deputy Chairman1

Nicholas (Nick) Cernotta

Non-Executive Director

Sharon Warburton

Non-Executive Director

Stuart Tonkin

Managing Director & CEO

John Fitzgerald

Non-Executive Director

Sally Langer

Non-Executive Director

Marnie Finlayson

Non-Executive Director

1 Appointed Deputy Chairman effective 10 July 2025.

8 Northern Star Resources Ltd FY25 Corporate Governance Statement 9