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Caledonia Mining Corporation Plc (“Caledonia” or the “Company”) has adopted the Quoted Companies Alliance Corporate Governance Code (the “Code”). The ten principles of the Code are described below together with an explanation of how the Company applies the principles.

In addition to the disclosures set out below against the principles, the correct application of the Code requires that the Chair provides a clear explanation of how the Company applies the Code (the corporate governance statement):

CHAIRMAN’S CORPORATE GOVERNANCE STATEMENT

“As Chairman, I am principally responsible for setting the ethical tone of the Board and the Company, providing overall leadership to the Board without limiting the principle of collective responsibility of the Board for its decisions while at the same time being aware of the individual responsibilities of Board members and for considering the long-term strategy and vision for the Company which is developed by the CEO and presented to the Board for its approval.

I, together with my fellow Board members, recognise the importance of good corporate governance which supports the Company’s medium-to long-term success. Notwithstanding adherence by the Company to the governance laws and principles that are relevant to the Company by virtue of its multi-jurisdictional operating environment, the Board has decided, in particular, to apply the principles of the Quoted Companies Alliance Corporate Governance Code. The Code sets out best practices for small to medium companies and we have outlined the ten principles of the Code and explained how the Company has applied them in the document below entitled “QCA Disclosure 2024”.

The Company has two executive Directors and six independent non-executive Directors, thus ensuring a majority of independent views on the Board. All major decisions relating to the business are made by the Board as a whole, supported by the work of its Committees and their recommendations. The Board will continue to review the composition of the Board and its Committees as the Company grows and evolves.

The Directors have a wealth of experience from diverse professional and personal backgrounds. I am responsible for leading the Board, including ensuring that an appropriate level of diversity is maintained to promote distinct perspectives, and for implementing a robust governance framework. The CEO is responsible for executing the strategy of the business and for ensuring that the Company’s business model is implemented effectively and in line with the Company’s values.

The Board meets at least quarterly and as required from time to time to consider specific issues required for decision by the Board. Amongst other things, the Board is responsible for setting the Company strategy, ensuring corporate governance is of an appropriate standard, approving the business plan, appointing the CEO and approving the appointment of executive officers. The Board reviews key business risks regularly, including the financial and non-financial risks facing the business.”

John L Kelly

November 2024