8COMMON LIMITED — Governance Information 2021

Aug 30, 2021

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

8common Limited

ABN/ARBN 168 232 577	Financial year ended:
168 232 577	30 June 2021

Our corporate governance statement[1] for the period above can be found at:[2]

These pages of our ☐ annual report: This URL on our https://www.8common.com/corporate-governance/ ☒ website:

The Corporate Governance Statement is accurate and up to date as at 27 August 2021 and has been approved by the board. The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 31 August 2021

Name of authorised officer authorising lodgement: David Hwang (Company Secretary)

1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	☒ and we have disclosed a copy of our board charter at: https://www.8common.com/corporate-governance/	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.5	A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.	☒ and we have disclosed a copy of our diversity policy at: https://www.8common.com/corporate-governance/ and we have disclosed the information referred to in paragraph (c): in our Corporate Governance Statement and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period.	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a): in our Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process: in our Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.7	A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a): in our Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process: in our Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	☒ and we have disclosed the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively: in our Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	☒ and we have disclosed our board skills matrix: in our Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	☒ and we have disclosed the names of the directors considered by the board to be independent directors: in our Corporate Governance Statement and, where applicable, the information referred to in paragraph (b) at: N/A and the length of service of each director: in our 2021 Annual Report	☐ set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
2.4	A majority of the board of a listed entity should be independent directors.	☐	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	☐	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒ and we have disclosed our values: in our Corporate Governance Statement	☐ set out in our Corporate Governance Statement
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	☒ and we have disclosed our code of conduct at: https://www.8common.com/corporate-governance/	☐ set out in our Corporate Governance Statement
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	☒ and we have disclosed our whistleblower policy at: https://www.8common.com/corporate-governance/	☐ set out in our Corporate Governance Statement
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy.	☒ and we have disclosed our anti-bribery and corruption policy at: https://www.8common.com/corporate-governance/	☐ set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	☒ and we have disclosed a copy of the charter of the committee at: https://www.8common.com/corporate-governance/ and the information referred to in paragraphs (4) and (5) at: in our Corporate Governance Statement	☐ set out in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	☒	☐ set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	☒	☐ set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	☒ and we have disclosed our continuous disclosure compliance policy at: https://www.8common.com/corporate-governance/	☐ set out in our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	☒	☐ set out in our Corporate Governance Statement
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	☒	☐ set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	☒ and we have disclosed information about us and our governance on our website at: https://www.8common.com/corporate-governance/	☐ set out in our Corporate Governance Statement
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	☒	☐ set out in our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	☒ and we have disclosed how we facilitate and encourage participation at meetings of security holders: in our Corporate Governance Statement and at our website at https://www.8common.com/corporate-governance/	☐ set out in our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	☒	☐ set out in our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	☒	☐ set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	☒ and we have disclosed the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework: in our Corporate Governance Statement	☐ set out in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	☒ and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period: in our Corporate Governance Statement	☐ set out in our Corporate Governance Statement
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	☒ and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes: in our Corporate Governance Statement	☐ set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	☒ and we have disclosed whether we have any material exposure to environmental and social risks: in our Corporate Governance Statement and, if we do, how we manage or intend to manage those risks at: https://www.8common.com/corporate-governance/	☐ set out in our Corporate Governance Statement

Page 10

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	☒ and we have disclosed a copy of the charter of the committee at: https://www.8common.com/corporate-governance/ and the information referred to in paragraphs (4) and (5): in the Company’s 2021 Annual Report	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	☒ and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: in the Company’s 2021 Annual Report.	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	☒ and we have disclosed our policy on this issue or a summary of it at: https://www.8common.com/corporate-governance/	☐ set out in our Corporate Governance StatementOR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.	☐ and we have disclosed information about the processes in place at: ……………………………………………………………………… [insert location]	☐ set out in our Corporate Governance Statement OR ☒ we do not have a director in this position and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.2	A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	☐	☐ set out in our Corporate Governance StatementOR ☒ we are established in Australia and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.3	A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	☐	☐ set out in our Corporate Governance StatementOR ☒ we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐ we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

8common

2021 CORPORATE

GOVERNANCE STATEMENT

This corporate governance statement sets out 8common Limited ( Company ) current compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (Fourth Edition) ( ASX Principles and Recommendations ). The ASX Principles and Recommendations are not mandatory. However, this corporate governance statement discloses the extent to which the Company has followed the ASX Principles and Recommendations. This corporate governance statement is current as at 27 August 2021 and has been approved by the Board of the Company ( Board ).

ASX Principles and Recommendations Comply (Yes/No) Explanation	ASX Principles and Recommendations Comply (Yes/No) Explanation
1. Lay solid foundations for management and oversight
1.1. A listed entity should have and disclose a charter setting out: (a) the respective roles and responsibilities of the Board, the Chair and management; and (b) those matters expressly reserved to the Board and those delegated to management.	Yes The Company has adopted a Board Charter which complies with the guidelines prescribed by the ASX Corporate Governance Council. A copy of the Company’s Board Charter is available on the Company’s website at http://www.8common.com/corporate-governance/
1.2. A listed entity should:	8common undertakes all appropriate checks before appointing a person as director or senior executive and provides all material information to shareholders when putting forward a candidate for election as a director. Yes Yes
(a) undertake appropriate checks before appointing a director or senior executive, or putting someone forward t for election as a Director; and
(b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.
1.3. A listed entity should have a written agreement with each Director and Senior Executive setting out the terms of their appointment.	Yes The Company has written agreements with all Directors and Senior Executives which sets out the terms of their appointment.
1.4. The Company Secretary of a listed entity should be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.	Yes The Company Secretary has been appointed by and is responsible to the Board through the Chairman. The Company Secretary is accessible to all Directors.

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STATEMENT OF CORPORATE GOVERNANCE | 2021

1

	ASX Principles and Recommendations		Comply (Yes/No) Explanation
	1.5. A listed entity should:		The Company has a Diversity Policy recognising that workplace diversity, including gender, age, ethnicity and cultural background is key to its business. Whilst the Company has not set formal measurable objectives for achieving gender diversity, the Company is committed to recruiting the right people regardless of race, gender, age, marital status or any other factor not relevant to their competence and performance. The Diversity Policy is available on the Company’s website at http://www.8common.com/corporate-governance. The Company currently has 21 employees; of whom 7 are female (none of whom hold senior management or Board level roles). Yes No No Yes N/A
	(a) have and disclose a diversity policy;
	(a) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (b) disclose in relation to each reporting period: (i). the measurable objectives set for that period to achieve gender diversity; (ii). the entity’s progress towards achieving those objectives; and (iii). either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.

If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.

• 1.6. A listed entity should:

• (a) have and disclose a process for periodically evaluating the performance of the Board, its committees and individual directors; and

• (b) Disclose, in relation for each reporting period, whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

Yes

Yes

The Remuneration Committee is responsible for evaluating the performance of the Board and individual Directors on an annual basis. The process for this is set out in the Company’s Remuneration Committee Charter which is available on the Company’s website at - http://www.8common.com/corporate governance/

Although the Remuneration Committee did not undertake a performance evaluation of the Company’s board or its individual Directors during the financial year to 30 June 2021, such a review was conducted by the Board of the Company.

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STATEMENT OF CORPORATE GOVERNANCE | 2021

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ASX Principles and Recommendations Comply (Yes/No)	Explanation
1.7. A listed entity should: (a) Have and disclose a process for evaluating the performance of its Senior Executives at least once every reporting period; and Yes (b) Disclose for each reporting period, whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. Yes	The Remuneration Committee is responsible for evaluating the performance of Senior Executives on an annual basis in accordance with the Company’s Remuneration Committee Charter. The Remuneration Committee undertook a performance evaluation of the Company’s senior executives during the financial year to 30 June 2021.
2. Structure the board to be efficient and add value
2.1. The board of a listed entity should: (a) have a nomination committee which: No (1) has at least three members, a majority of whom are independent directors;and (2) is chaired by an Independent Director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) If it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues and to ensure that the Board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. Yes	The Board has not established a formal nomination committee, having regard to the size of the Company. The Board acknowledges that when the size and nature of the Company warrants the necessity of a formal nomination committee, such a committee will operate under a nomination committee charter, which will be approved by the Board. Presently, the Board as a whole performs the function of a nomination committee. Acting in its ordinary capacity from time to time as required, the Board carries out the process of determining the need for, screening and appointing new Directors. Where necessary the Board will seek advice of external advisers in connection with the suitability of applicants for Board membership.
2.2. A listed entity should have and disclose a board skills matrix setting out the mix of skills that the Board currently has or is looking to achieve in its membership. Yes	The Company has adopted aboard skills matrix setting out the mix of skills and diversity that it is looking to achieve in its membership. A summary of the experience and skills of the Board (including alternate directors) is set out in the matrix below. Experience and Skills No. of Directors Strategy, Planning and M&A 5 Corporate Governance 5 Accounting & Finance 5 Risk Management 5 Leadership, People & Talent 5

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Comply (Yes/No) Explanation

ASX Principles and Recommendations

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Sales & Marketing 5 SaaS Products 5

• 2.3. A listed entity should disclose: (a) the names of the Directors Yes considered by the Board to be Independent Directors;

• (b) if a Director has an interest, Yes

The Company’s 2021 Annual Report discloses which Directors were considered independent during the reporting period.

Adrian Bunter and John Du Bois are considered independent, as they have not had an interest, position, association or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and recommendations.

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Yes
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• (b) if a Director has an interest, position, association or relationship of the type described in Box 2.3 but the Board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the Board is of that opinion; and

The Company has disclosed the details of each Director (including their length of service) in the Company’s 2021 Annual Report.

• (c) the length of service of each Director.

• (c) the length of service of each Yes Director.

• 2.4. A majority of the Board of a listed entity No should be Independent Directors. John Du Bois.

• 2.5. The chair of the board of a listed entity No should be an Independent Director and, in particular, should not be the same person as the CEO of the entity. Mr Lim is not the CEO of the Company.

• 2.6. A listed entity should have a program Yes for inducting new Directors and providing appropriate professional development opportunities for Directors to develop and maintain the skills and responsibilities. knowledge needed to perform their role as Directors effectively.

The Board Charter requires that where practical the majority of the Board will be independent. The Board currently comprises a total of four Directors, of whom two are considered to be independent, being Adrian Bunter and John Du Bois.

The Company’s Executive Chairman is Kah Wui “Nic” Lim, who is not considered independent. Given the nature and scale of the current business, the Company believes it is appropriate for Mr Lim to be the Chair of the Board.

The Remuneration Committee is responsible to the Board for reviewing and recommending to the Board induction and professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities.

As a result, the Company has in place a program for the induction of new Directors which is tailored to each new Director depending on their personal requirements, background skills, qualifications and experience and includes the provision of a formal letter of appointment and an induction pack containing sufficient information to allow the new Director to gain an understanding of the business of the Company, and the roles, duties and responsibilities of Directors and the Executive Team.

All Directors are encouraged to undergo continual professional development and, subject to prior approval by the Chairman, all Directors have access to numerous resources and professional development training to address any skills gaps.

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ASX Principles and Recommendations Comply (Yes/No) Explanation	ASX Principles and Recommendations Comply (Yes/No) Explanation
3. Instill a Culture of Acting Lawfully, Ethically and Responsibly
3.1. A listed entity should articulate and discloses its values Yes	The Company’s values are as follows: Excecutable ideas, Finite goals with and infinite mindset and a Passion for a result.
3.2. A listed entity should:	The Company has a Code of Conduct – the Company’s Obligations to Stakeholders that applies to all and is available on the Company’s website at: http://www.8common.com/corporate-governance/ The Board is informed of any material breaches of the code at the next Board meeting.
(a) Have and disclose a code of conduct for its Directors, Senior Executives and employees; and Yes
(b) Ensure that the board or a committee of the board is informed of any material breaches of that code. Yes
3.3. A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy. Yes Yes	The Company has adopted a Whistleblower Policy which is available on the Company’s website http://www.8common.com/corporate-governance/ The Board is informed of all material incidents reported under that policy.
3.4. A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or a committee of the board is informed of any material breaches of that policy. Yes Yes	The Company has adopted an anti-bribery and corruption (ABC) policy which applies to all officers, employees, and contractors who represent the Company. The ABC policy is available on the Company’s website http://www.8common.com/corporate-governance/ The Board is informed of any material breaches of that policy.
4. Safeguard the integrity of corporate reports
4.1. The Board of a listed entity should:	The Company has established an Audit Committee with Adrian Bunter an Independent Non-Executive Director, as Chair of the Committee. The Committee has three members and the majority of the committee members are independent. The attendance at each committee meeting is disclosed on in the 2021 Annual Report together with details of the qualifications and experience of the members of the committee. A copy of the Audit Committee Charter is available on the Company’s website at http://www.8common.com/corporate-governance/
(a) have an audit committee which:
(1) has at least three members, all of whom are Non-Executive Directors and a majority of whom are independent Directors; and Yes
(2) is chaired by an Independent Director, who is not the Chair of the Board, Yes
and disclose:
(3) the charter of the committee; Yes
(4) the relevant qualifications and experience of the members of the committee; and Yes
(5) in relation to each reporting period, the number of times the committee met throughout Yes

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		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
	the period and the individual
	attendances of the members at
	those meetings; or
	(b) if it does not have an audit	N/A
	committee, disclose that fact and
	the processes it employs that
	independently verify and safeguard
	the integrity of its corporate
	reporting, including the processes
	for the appointment and removal of
	the external auditor and the
	rotation of the audit engagement
	partner.
4.2.	The board of a listed entity should,	Yes	Prior to the execution of the Financial Statements of the
	before it approves the entity’s financial		Company, the Company’s CEO and CFO provided the Board
	statements for a financial period,		with written assurances that the declaration provided in
	receive from its CEO and CFO a		accordance with section 295A of the Corporations Act 2001
	declaration that the financial records of		(Cth) is founded on a sound system of risk management and
	the entity have been properly		internal control which is operating effectively in all material
	maintained and that the financial		aspects in relation to the Company’s financial reporting risks.
	statements comply with the appropriate
	accounting standards and give a true
	and fair view of the financial position
	and performance of the entity and that
	the opinion has been formed on the
	basis of a sound system of risk
	management and internal control which
	is operating effectively.
4.3.	A listed entity should disclose its	Yes	The Board ensures that any periodic corporate report the
	process to verify the integrity of any		Company releases to the market that has not been subject
	periodic corporate report it releases to		to audit or review by an external auditor is approved by the
	the market that is not audited or		Board prior to release.
	reviewed by an external auditor.
5.	Make timely and balanced disclosure
5.1.	A listed entity should have and disclose	Yes	The Company has a Continuous Disclosure Policy which
	a written policy for complying with its		details the processes and procedures which have been
	continuous disclosure obligations under		adopted by the Company so as to comply with its
	listing rule 3.1		continuous disclosure obligations as required under the
			ASX Listing Rules and other relevant legislation.
			The Continuous Disclosure Policy is available on the
			Company’s website at:
			http://www.8common.com/corporate-governance/
5.2.	A listed entity should ensure that its	Yes	The Board is provided with copies of all material market
	board receives copies of all material		announcements promptly after they have been made.
	market announcements promptly after
	they have been made.

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			Comply
ASX	Principles and Recommendations		(Yes/No)	Explanation
5.3.	A listed entity that gives a new and		Yes	Pursuant to the Company’s Continuous Disclosure Policy,
	substantive investor or	analyst		ahead of any new and substantive investor or analyst
	presentation should release a	copy of		presentation, a copy of the presentation materials must be
	the presentation materials on the ASX			released to ASX (even if the information in the presentation
	Market Announcements Platform ahead			would not otherwise require market disclosure).
	of the presentation.
6.	Respect the rights of shareholders
6.1.	A listed entity should	provide	Yes	Shareholders can access information about the Company
	information about itself and its			and its governance (including adopted governance policies)
	governance to investors via its website.			from the Company’s website at:
				http://www.8common.com/corporate-governance/
6.2.	A listed entity should have an investor		Yes	The Company has adopted a Shareholder Communications
	relations program that facilitates			Strategy which aims to promote and facilitate effective two-
	effective two-way communication with			way communication with its investors. The strategy outlines
	investors.			a range of ways in which information is communicated to
				shareholders.
				A copy of the Company’s Shareholder Communications
				Strategy is available on the Company’s website at
				http://www.8common.com/corporate-governance/
6.3.	A listed entity should disclose	how it	Yes	Security holders have the ability to communicate with
	facilitates and encourages participation			Directors through various means including:
	at meetings of security holders.
				• having the opportunity to ask questions of Directors at all
				general meetings;
				• the presence of the Auditor at AGMs to take shareholder
				questions on any issue relevant to their capacity as Auditor;
				and
				• the Company having Directors available to answer
				shareholder questions submitted by telephone, email and
				other means (where appropriate).
				Traditionally, the key forum for two-way communication
				between the Company and its Security holders is its AGM.
6.4.	A listed entity should ensure that all		Yes	All substantive resolutions at a meeting of security holders
	substantive resolutions at a meeting of			will be decided by a poll rather than a show of hands.
	security holders are decided by	a poll
	rather than by a show of hands
6.5.	A listed entity should give	security	Yes	Security holders can register with the Company to receive
	holders the option to	receive		email notifications when an announcement is made by the
	communications from, and	send		Company to the ASX.
	communications to, the entity	and its
	security registry electronically.			Security holders can also elect to receive electronic
				communications via the Company’s Registry.

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ASX Principles and Recommendations

Comply (Yes/No) Explanation

7. Recognise and manage risk
7.1. The Board of a listed entity should:	Given the size of the Company, the Board has not established a separate Risk Committee. The Board oversees the Company’s risk management framework and implements the Company’s Policy on Risk Oversight and Management of Material Business Risks, which is available on the Company’s website. Should circumstances change, its Board will consider establishing a separate Risk Management Committee.
(a) have a committee or committees to oversee risk, each of which: No
(1) has at least three members, a majority of whom are Independent Directors; and
(2) is chaired by an Independent Director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
(b) If it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework. Yes
7.2. The Board or a committee of the board should:	The Board reviews the Company’s risk management framework on an annual basis to satisfy itself that it continues to be sound and that the Company is operating with due regard to the risk appetite established by the Board. The Company monitors, evaluates and seeks to improve its risk management and internal control processes in line with the processes set out in its Policy on Risk Oversight and Management of Material Business Risks, a copy of which is available on the Company’s website at: http://www.8common.com/corporate-governance/ In addition, the Company has a number of other policies that directly or indirectly serve to reduce and/or manage risk, including: • Continuous Disclosure Policy • Code of Conduct • Policy for Trading in Company Securities The Board completed such a review during the reporting period.
(a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and Yes
(b) Disclose in relation to each reporting period, whether such a review has taken place. Yes
7.3. A listed entity should disclose:	The Audit Committee Charter provides for the Audit Committee to monitor the need for an internal audit function. At this stage, due to its current size and magnitude of
(a) If it has an internal audit function, how the function is structured and what role it performs; or No

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Comply (Yes/No) Explanation

	Comply
ASX Principles and Recommendations	(Yes/No)	Explanation
(b) If it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	Yes	operations, the Company does not have an internal audit function. The Company has adopted a Policy on Risk Oversight and Management of Material Business Risks which the Company follows. The Board will periodically review the Company’s operations to evaluate the effectiveness of risk management and internal control processes of the Company.
7.4. A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	Yes	Any material exposure to environmental or social risks is disclosed in the Annual Report and that the way in which those risks, if present, are managed, or intended to be managed is in accordance with the Company’s Policy on Risk Oversight and Management of Material Business Risks.
8. Remunerate fairly and responsibly
8.1. The Board of a listed entity should: (a) have a remuneration committee which:		The Company has established a Remuneration Committee with Adrian Bunter, an independent Director, as Chair of the Committee. The Committee has three members, the majority of whom are independent directors. The Company’s 2021 Annual Report contains details of the Committee members, confirmation of how many times the Committee met and a record of attendance. A copy of the Remuneration Committee Charter is available on the Company’s website at: http://www.8common.com/corporate-governance/
	Yes
(1) has at least three members, a majority of whom are independent directors; and	Yes
(2) is chaired by an independent director,	Yes
and disclose:
(3) the charter of the committee;	Yes
(4) the members of the committee; and	Yes
(5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or	Yes
(b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for Directors and Senior Executives and ensuring that such remuneration is appropriate and not excessive.	N/A
8.2. A listed entity should separately disclose its policies and practices regarding the remuneration of Non-Executive Directors and the remuneration of Executive Directors and other Senior Executives.	Yes	The Company disclosed its remuneration policy in the 2021 Annual Report.
8.3. A listed entity which has an equity- based remuneration scheme should:	Yes	The Company has a Policy for Trading in Company Securities that prohibits directors, officers and employees from entering into transactions or arrangements which operate to limit the economic risk of their security holding in the Company without first seeking and obtaining written acknowledgment from the Chairman. A copy of the policy is available on the Company website at:
(a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the

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Comply ASX Principles and Recommendations (Yes/No) Explanation economic risk of participating in http://www.8common.com/corporate-governance/ the scheme; and (b) Disclose that policy or a summary N/A of it.

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