ATOMOS LIMITED — Governance Information 2023

Dec 18, 2023

ATOMOS LIMITED ACN 139 730 500

CORPORATE GOVERNANCE STATEMENT

The Directors Atomos Limited ( AMS or the Company ) are committed to conducting business in accordance with the highest standards of corporate governance. The Company has adopted and substantially complies with the ASX Corporate Governance Principles and Recommendations (Fourth Edition) ( Recommendations ) to the extent appropriate to the size, life cycle stage and nature of the Company’s operations.

In this Statement, all references to the Company’s website are to https://www.atomos.com/corporate-governance ( Website ).

The Board seeks to ensure that the Company is managed so as to protect and enhance shareholder interests, and that AMS and its directors, officers and personnel operate in a manner that is legal, ethical and fair to shareholders and the community within which the Company operates.

The Statement was approved by the Company’s Board on 18 December 2023 and is current as at that date.

ASX Recommendation Status Reference / Comment Principle 1 – Lay solid foundations for management and oversight A listed entity should establish and disclose the respective roles and responsibilities of its board and management and how their performance is monitored and evaluated.

• 1.1 A listed entity should disclose: Compliant The Board monitors the operational and financial position and performance of the Company and oversees its

• (a) the respective roles and business strategy, including considering and approving the responsibilities of its board Company’s strategic objectives. and management; and

The Board has adopted a written charter ( Board Charter ) (b) those matters expressly to provide a framework for the Board in guiding and reserved to the board and monitoring the activities of the Company and its those delegated to subsidiaries ( Group ) on behalf of shareholders. The Board management. Charter reflects the role and responsibility of the Board and those matters delegated to senior management. The matters reserved to the Board, include:

• providing leadership and strategic direction, and setting strategic goals for the Group;

• appointing, monitoring and managing the performance of senior executives;

• ensuring adequate audit, risk management and regulatory compliance programmes are in place and overseeing controls and accountability plans; and

• conducting performance reviews and overseeing the adoption and implementation of a Code of Conduct.

The management function is conducted by, or under the supervision of, the CEO as directed by the Board (and by officers to whom the management function is properly delegated by the CEO). Management must report to the Board on a regular basis, on the performance of all parts of the business.

The delegation of authority to senior management includes:

• responsibility for operating the Group’s businesses within the parameters and in accordance with the policies set by the Board, and keeping the Board informed of material developments in relation to those businesses;

• • setting strategic objectives;

	ASX Recommendation	Status	Reference / Comment
			• providing leadership to the management team; and • implementing and monitoring compliance with the policies, processes and codes of conduct approved by theBoard.
1.2	A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate 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.	Compliant	The Board is tasked with identifying individuals who may be qualified to become new directors, having regard to such factors as it considers appropriate, including skill set, diversity and business experience. The current members of the Board were appointed following a formal process which included the identification of suitable candidates, interviews and background checks. Prior to appointing a new director, the Board undertakes background checks, including police and insolvency clearances, reference checks and reputational enquiries. When putting forward candidates for election or re-election at a general meeting, to enable shareholders to make an informed decision on whether or not to elect or re-elect the relevant director or candidate, the Company provides details of the Director or candidate’s relevant qualifications and experience and the skills they bring to the Board; details of any other listed directorships held in the preceding 3 years; the term of office already served by the Director if relevant; whether the Director or candidate is considered to be independent; and a recommendation by the Board in respect of the election or re-election of the Director or candidate.
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Compliant	All senior executives have entered into written agreements with the Company. The Company has issued an appointment letter to each of the Directors, confirming their respective roles and responsibilities as directors of a public listed entity and setting out their terms of engagement.
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.	Compliant	The Board Charter provides that the Company Secretary is accountable directly to the Board through the Chairman on all matters relating to the proper functioning of the Board.
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;	Compliant	The Company has adopted a Diversity Policy, which may be viewed on the Website. The Diversity Policy provides a framework to achieve the Company’s goals of achieving diversity in the workplace. The Company recognises the benefits arising from employee and Board diversity, including a broader pool of high-quality employees, improving employee retention, accessing different perspectives and ideas and benefiting from all available talent. In FY22, the Company’s Board set a target to achieve 40% female representation throughout the organisation. Noting the shortage of female representation withinthe industry and capital constraints, and that the Company had shrunk in size and hiring was curtailed, in November 2023 the Board revised its target, to seek to achieve 30% female representation across the organisation, within 5 years. The Board noted that this was a reasonable time period to allow for the necessary operational and financial

	ASX Recommendation	Status	Reference / Comment
	(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.		stability to expand its diversity and hiring initiatives. As at 30 June 2023, the proportion of female representation across the Company was as follows: - Board: 25% - Senior Executive (being the CEO and executives reporting to the CEO): 7% - Whole Organisation: 33%. . The Company was not in the S&P / ASX300 Index at the commencement of the Reporting 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 to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	Compliant	The Board Charter provides that Board will undertake a self-evaluation annually and consider setting objectives and matters for improvement. Given the large number of changes in the composition of the Board during the Reporting Period, no formal evaluation was undertaken.
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; 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.	Compliant	The Board Charter provides that the Board is responsible for reviewing the performance of senior executives. During the Reporting Period, a formal review was not undertaken for senior executives.

ASX Recommendation Status Reference / Comment Principle 2 – Structure the Board to add value A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge its duties effectively.

ASX Recommendation	ASX Recommendation	ASX Recommendation	Status	Reference / Comment
Principle 2 – Structure the Board to add value A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge its duties effectively.
	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.	Compliant	The Board has been responsible for the nomination and selection of directors. Due to the Board consisting of three individuals, the activities of the Remuneration and Nomination Committee(RNC) were placed on hold during the Reporting Period, as the Board does not believe it to be appropriate, economical or efficient to maintain a separate RNC at this time. Given the size of the Board and the Company, the Board does not believe it to be appropriate, economical or efficient to establish a separate Nomination Committee at this time. The Board periodically evaluates the skills and experience represented in its ranks and identifies skills gaps to be filled. Should a need be identified, a process to identify, interview and vet prospective candidates is undertaken, under the supervision of the Chair.
	2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	Compliant	The Board aims to be comprised of Directors who have, at all times, the appropriate mix of skills, experience, expertise and diversity relevant to the Company’s business and the Board’s responsibilities. The following table sets out the skills and experience considered by the Board to be important for its directors to collectively possess in order for it to effectively discharge its duties.

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ASX Recommendation Status Reference / Comment
The Board, via the use of its skills matrix, has assessed
the relevant level of each competency on the Board and
although collectively some competencies and skills have
a higher expertise or skill level than others, the Board is of
the opinion that collectively it has an adequate skill level
for all competencies to discharge its duties. It has further
appointed a Board Advisor, Mr James Joughin, to
supplement financial, compliance and capital markets
skills, and Mr Joughin chairs the Company’s Audit and
Risk Committee.
2.3 A listed entity should disclose: Compliant At 30 June 2023, there were four Directors on the Board,
being:
(a) the names of the directors
considered by the board to be  Mr Paul Greenberg (appointed as the Independent
independent directors; Non-Executive Chair on 15 February 2023);
 Sir Hossein Yassaie (Independent Non- Executive
(b) if a director has an interest, Director since 1 September 2016);
position, association or  Mr Trevor Elbourne (Executive Director since 30
relationship of the type September 2022); and
described in Box 2.3 but the  Ms Megan Brownlow (Independent Non-Executive
board is of the opinion that it Director from 1 July 2021 until 30 June 2023).
does not compromise the
independence of the director, The Board considers all directors except Mr Elbourne to be
the nature of the interest, independent. Mr Elbourne is an executive director and
position, association or therefore not independent.
relationship in question and
an explanation of why the A director is considered independent by the Company if the
board is of that opinion; and director is a non-executive director who is free of any
business or other relationship that could materially interfere
(c) the length of service of each with the exercise of their unfettered and independent
director. judgment or could reasonably be perceived to do so. In
determining whether a Director is “independent”, the Board
refers to the Recommendations.
In reaching the conclusions set out above, the Board
considered the guidelines of materiality for the purpose of
determining Director independence set out in the Board
Charter and Box 2.3 of the Recommendations.
The length of service of each Director is set out above.
2.4 A majority of the board of a listed Compliant The Board currently comprises three Directors, two of
entity should be independent whom are considered to be independent. The current
directors. Board composition is considered to be appropriate to the
size of the Company and the stage of its life cycle, given
the industry experience, access to corporate history and
investment the current Directors represent. As the
Company scales its activities and seeks to enhance its
governance practices, Board composition will be regularly
reviewed.
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ASX Recommendation	ASX Recommendation	Status	Reference / Comment
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.	Compliant	Mr Greenberg, Chair of the Board, is an independent. The position of CEO is held by Mr Trevor Elbourne.
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	Compliant	The Company has an effective orientation programme for new Directors in place, including the provision of historical corporate documents and policies and the opportunity to engage with senior executives. The Board, under the guidance of the Chair, considers professional development opportunities for individual directors and industry-relevant engagement opportunities for the Board and senior executives, from time to time.
Principle 3 – Act ethically and responsibly A listed entity should act ethically and responsibly
3.1	A listed entity should articulate and disclose its values:	Compliant	The Company’s values are set out in its Code of Conduct, which is available on the Website.
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.	Compliant	The Board has adopted a Corporate Code of Conduct, which is available on the Website, and which sets out the values, commitments, ethical standards and policies of the Company and outlines the standards of conduct expected of the business and AMS’s employees. Any material breaches of the Code of Conduct are reported to the Company’s Audit and Risk Committee.
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.	Compliant	The Company has adopted a Whistleblower Policy, which is available on the Website. Any incidents reported under the policy are reported to the Board.
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.	Compliant	The Board has adopted an Anti-Bribery and Corruption Policy, which is available on the Website. Any material breaches of the policy are reported to the Board.
Principle 4 – Safeguard integrity in corporate reporting A listed entity should have formal and rigorous processes that independently verify and safeguard the integrity of its corporate reporting.
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 **	Part- Compliant	The Board has established an Audit and Risk Committee, comprising three members, being: James Joughin (Chair), Paul Greenberg and Hossein Yassaie. The Chair of the Audit and Risk Committee is an independent Board consultant, who is not a Director. and whose skill set supplements those of the Board members serving on the committee. The remaining committee members are independent.

	ASX Recommendation	Status	Reference / Comment
	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.		The charter of the Committee may be viewed on the Website. The relevant qualifications and experience of the members of the Audit and Risk Committee, and details of committee meetings and attendance, are set out in the Company’s Annual Report to shareholders for the year ending 30 June 2023 (Annual Report
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.	Compliant	The Directors are committed to the preparation of financial statements that present a balanced and clear assessment of the Group’s financial position and prospects. In accordance with the Company’s legal obligations and Recommendation 4.2 of the ASX Recommendations, the CEO and Chief Financial Officer are required to provide a declaration to the Board in relation to the financial statements for each financial period, that complies with the requirements of sections 286,296 and 297 of the Corporations Act 2001 (Act), Corporations Regulations, relevant Reporting Standards and other mandatory professional reporting requirements and states that, in their opinion, the financial records of the Company 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. The Board has received these assurances prior to approving the financial statements for the Reporting Period and will seek these assurances prior to approving the financial statements for all half-year and full year results.
4.3	A 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.	Compliant	The Company’s external auditor attends the annual general meeting and is available to answer shareholders’ questions about the conduct of the audit and the preparation and content of the external auditor’s report; accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

ASX Recommendation Status Reference / Comment

ASX Recommendation	ASX Recommendation	Status	Reference / Comment
Principle 5 – Make timely and balanced disclosure A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value of its securities.
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1	Compliant	The Company has a documented Continuous Disclosure Policy which has established procedures to ensure compliance with ASX Listing Rule disclosure requirements and inform directors and Management of their obligations in relation to timely disclosure of material price-sensitive information. A copy of the Continuous Disclosure Policy is available on the Website.
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	Compliant	All material market announcements released by the Company are provided to the Board prior to release.
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.	Compliant	If a new and substantive investor or analyst presentation is given, a copy of the presentation materials will be released on the ASX Market Announcements Platform ahead of the presentation.
Principle 6 – Respect the rights of security holders A listed entity should respect the rights of its security holders by providing them with appropriate information and facilities to allow them to exercise those rights effectively.
6.1	A listed entity should provide information about itself and its governance to investors via its website.	Compliant	The ‘‘Investor Centre’ section of the Website is the primary medium providing information for all shareholders and stakeholders and it has been designed to enable information to be accessed in a clear and readily accessible manner. The Website contains information relevant to shareholders and stakeholders, including:  all relevant announcements made to the market, including annual and half-year reports;  shareholder updates;  corporate governance policies and the Board and committee charters;  Company contacts; and  the full text of notices of meeting and explanatory material. All corporate governance policies and the Board Charter are available on the Website.
6.2	A listed entity should have an investor relations program to facilitate effective two-way communication with investors.	Compliant	The Board is committed to providing shareholders with sufficient information to assess the performance of the Company and to inform shareholders of all major developments affecting the Company which are relevant to shareholders, in accordance with all applicable laws. To this end, the Company has adopted a Shareholder Communication Policy, a copy of which is available on the Website. The Board seeks to communicate with the Company’s shareholders by lodging all relevant financial and other information with ASXand publishinginformationonthe

	ASX Recommendation	Status	Reference / Comment
			Website. The Website contains information about AMS, including media releases, key policies and charters. Shareholders are able to contact the Company through the Website and investor relations contact details are provided on all ASX market announcement materials.
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	Compliant	Shareholders are encouraged to attend the Company’s general meetings and notice of such meetings are given in accordance with the Company’s Constitution, the Corporations Act, and the ASX Listing Rules. The Company’s annual general meeting in particular is an opportunity for shareholders to receive updates from the CEO and Chair on Company performance, ask questions of the Board and vote on the various resolutions affecting the Company’s business. Shareholders are also given an opportunity at annual general meetings to ask questions of the Company’s auditors regarding the conduct of the audit and preparation and content of the auditor’s report. The date, time and location of the Company’s general meetings will be provided in the notices of meetings, and on the Website. Shareholders are encouraged to attend meetings in person or via available technology when appropriate. In the event that they are unable to do so, they are encouraged to participate in the meeting by appointing a proxy, attorney or representative to vote on their behalf. Shareholders may also submit questions to the Company prior to any general meeting. The Company’s annual general meeting will be convened once a year. For general meetings of shareholders, a detailed agenda setting out resolutions to be considered, is included with the notice of meeting. The outcome of voting on resolutions at general meetings is released to the market via ASX after the conclusion of the meeting and posted on the Website.
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	Compliant	All resolutions at meetings of shareholders are decided on a poll rather than by a show of hands.
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.	Compliant	Investors are able to communicate with the Company electronically by e-mailing the Company Secretary. Investors are also able to communicate with the Company’s registry electronically by e-mailing the registry or via the registry’s website. Investors may also contact the Company via the “Contact” page on the Website. The Company encourages its shareholders to receive company information electronically by registering their email addresses online with AMS’s share registry, Boardroom Pty Limited.
	Principle 7 – Recognise and manage risk A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework.
	effectiveness of
7.1	The board of a listed entity should:	Part Compliant	The Board has established an Audit and Risk Committee, comprising three members, being: James Joughin (Chair), Paul Greenberg and Hossein Yassaie.

	ASX Recommendation	Status	Reference / Comment
	(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.		The Chair of the Audit and Risk Committee is an independent Board consultant, who is not a Director. and whose skill set supplements those of the Board members serving on the committee. The remaining committee members are independent. The charter of the Committee may be viewed on the Website. The relevant qualifications and experience of the members of the Audit and Risk Committee, and details of committee meetings and attendance, are set out in the Company’s Annual Report to shareholders for the year ending 30 June 2023 (Annual Report
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.	Compliant	The Company’s risk management framework is integrated with its day-to-day business processes and functional responsibilities and is overseen by the Chair of the ARC. The Audit, Risk and Compliance Committee reviewed the Company’s risk framework and management during the Reporting Period.
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 risk management and internal control processes.	Compliant	The Company does not at this time, have an internal audit function but does have an Audit and Risk, whose responsibilities include reviewing compliance on an ongoing basis; reporting on compliance matters, including breaches, to the Board; and acting on recommendations of the Board. Compliance matters are escalated to the Board or other external parties when necessary.
7.4	A listed entity should disclose whether it has any material exposure to economic,	Compliant	The Company’s goal is to create the foundations for a long- term, sustainable business which is respected, supported and welcomed wherever it operates. Health, safety, the

ASX Recommendation	ASX Recommendation	Status		Reference / Comment
	environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.			environment and community are important to AMS. This commentary details the Company’s exposure to material economic, environmental and social sustainability risks and how it manages these risks. Economic sustainability risks Economic sustainability is the ability of an entity to continue operating at an effective economic level over the long-term. A range of factors can influence the level of the Company’s economic sustainability, including the following: • Financing risks • Credit and fraud risk • Regulatory and legal risks • Financial and reporting risks • Operational risks. Environmental sustainability risks Environmental sustainability is the ability of an entity to continue operating in a manner that does not compromise the health of the ecosystems in which it operates over the long-term. Social sustainability risks Social sustainability is the ability of an entity to continue operating in a manner that meets accepted social norms and needs over the long-term. The Company has not identified any material exposure to economic, environmental or social sustainability risks.
Principle 8 – Remunerate fairly and responsibly A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of value for security holders.
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	Compliant	The Board has been responsible for the oversight of remuneration matters. Due to the Board consisting of three individuals, the activities of the Remuneration and Nomination Committee(RNC) were placed on hold during the Reporting Period, as the Board does not believe it to be appropriate, economical or efficient to maintain a separate RNC at this time. The Board, in accordance with its Charter, periodically evaluates the performance and remuneration of senior executives.

	ASX Recommendation	Status	Reference / Comment
	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. **
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.	Compliant	Details of the directors’ and key senior executives’ remuneration are set out in the Remuneration Report section of the Company’s 2023 Annual Report. The Annual Report may be viewed on the Website.
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.	Compliant	The Company has adopted a Securities Trading Policy (available on the Website), which provides that engaging in a transaction which hedges or limits the economic risk of holding the Company’s securities, is prohibited, unless appropriate approval is obtained.

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

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Name of entity
Atomos Limited
ABN/ARBN 25 139 730 500	Financial year ended:
25 139 730 500	30 June 2023

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

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

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.

Page 1

ASX Listing Rules Appendix 4G

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

The Corporate Governance Statement is accurate and up to date as at 18 December 2023 and was approved by the Company’s Board on that date.

The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date:	19 December 2023
Name of authorised officer authorising lodgement:	Vanessa Chidrawi, Company Secretary

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.

Page 2

ASX Listing Rules Appendix 4G

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 fullfor 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.atomos.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

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 fullfor 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.atomos.com/corporate-governance and we have disclosed the information referred to in paragraph (c) at: our corporate governance statement	☐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) at: our corporate governance statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: our corporate governance statement	☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable

Page 4

ASX Listing Rules Appendix 4G

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 fullfor 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) at: our corporate governance statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: our corporate governance statement	☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable

Page 5

ASX Listing Rules Appendix 4G

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 fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked,4we have followed the recommendation in fullfor 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.		☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] 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 at: 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 at: our corporate governance statement	☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable

Page 6

ASX Listing Rules Appendix 4G

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 fullfor 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
2.3	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 at: our corporate governance statement and, where applicable, the information referred to in paragraph (b) at: our corporate governance statement and the length of service of each director at: our corporate governance statement	☐set out in our Corporate Governance Statement
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

Page 7

ASX Listing Rules Appendix 4G

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 fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked,4we have followed the recommendation in fullfor 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 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 at: 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 by a director or senior executive.		☒ and we have disclosed our code of conduct at: https://www.atomos.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.atomos.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.atomos.com/corporate-governance	☐set out in our Corporate Governance Statement

Page 8

ASX Listing Rules Appendix 4G

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 fullfor 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.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://www.atomos.com/corporate-governance and the information referred to in paragraphs (4) and (5) at: our corporate governance statement [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner at:	☒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

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 fullfor 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.atomos.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.atomos.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 at: our corporate governance statement	☐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

Page 10

ASX Listing Rules Appendix 4G

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 fullfor 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
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
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.		☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://www.atomos.com/corporate-governance and the information referred to in paragraphs (4) and (5) at: our corporate governance statement [If the entity complies with paragraph (b):] 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 at:	☐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 at: our corporate governance statement	☐set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G

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 fullfor 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
7.3	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.		☒ [If the entity complies with paragraph (a):] and we have disclosed how our internal audit function is structured and what role it performs at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] 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 at: our corporate governance statement	☐set out in our Corporate Governance Statement
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 at: our corporate governance statement and, if we do, how we manage or intend to manage those risks at: …………………………………………………………………………….. [insert location]	☐set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G

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 fullfor 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.		☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: and the information referred to in paragraphs (4) and (5) at: [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive 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
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 at: our corporate governance statement and within the Annual Report lodged with ASX	☐set out in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable

Page 13

ASX Listing Rules Appendix 4G

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 fullfor 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
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: our corporate governance statement	☐set out in our Corporate Governance StatementOR ☐we do not have an equity-based remuneration scheme and this recommendation is therefore not applicable OR ☐we are an externally managed entity and this recommendation is therefore not applicable
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 applicableOR ☐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

Page 14

ASX Listing Rules Appendix 4G

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 fullfor 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 DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	☐ and we have disclosed the information referred to in paragraphs (a) and (b) at: …………………………………………………………………………….. [insert location]	☐set out in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	☐ and we have disclosed the terms governing our remuneration as manager of the entity at: …………………………………………………………………………….. [insert location]	☐set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G