AURORA LABS LIMITED — Governance Information 2017

Aug 23, 2017

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

Aurora Labs Limited ABN / ARBN: Financial year ended: 44 601 164 505 30 June 2017

Our corporate governance statement[2] for the above period above can be found at:[3]

Attached as Annexure to this Appendix 4G - http://auroralabs3d.com/corporate compliance/ ☒ This URL on our website: The Corporate Governance Statement is accurate and up to date as at 30 June 2017 and has been approved by the Board.

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

Date: 24 August 2017 Name of ~~Director /~~ Company Secretary Mathew Whyte

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. 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 rule 4.10.3.

2 “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.

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

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ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose: (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.	… the fact that we follow this recommendation: ☒ in our Corporate Governance Statement OR ☐ at [insert location] … and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): ☐ at http://auroralabs3d.com/corporate-compliance/	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ 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 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.	… the fact that we follow this recommendation: ☒ in our Corporate Governance Statement OR ☐ at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ 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.	… the fact that we follow this recommendation: ☒ in our Corporate Governance Statement OR ☐ at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ 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.	… the fact that we follow this recommendation: ☒ in our Corporate Governance Statement OR ☐ at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

4 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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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) 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.	… the fact that we have a diversity policy that complies with paragraph (a): ☐ in our Corporate Governance Statement OR ☐ at [insert location] … and a copy of our diversity policy or a summary of it: ☐ at [insert location] … and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: ☐ in our Corporate Governance StatementOR ☐ at [insert location] … and the information referred to in paragraphs (c)(1) or (2): ☐ in our Corporate Governance Statement OR ☐ at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement OR ☐ 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, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): ☒ in our Corporate Governance Statement OR ☐ at [insert location] … and the information referred to in paragraph (b): ☒ in our Corporate Governance Statement OR ☐ at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): ☒ in our Corporate Governance Statement OR ☐ at [insert location] … and the information referred to in paragraph (b): ☒ in our Corporate Governance Statement OR ☐ at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 2 - STRUCTURE THE BOARD TO 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):] … the fact that we have a nomination committee that complies with paragraphs (1) and (2): ☐ in our Corporate Governance StatementOR ☐ at [insert location] … and a copy of the charter of the committee: ☐ at [insert location] … and the information referred to in paragraphs (4) and (5): ☐ in our Corporate Governance StatementOR ☐ at [insert location] [If the entity complies with paragraph (b):] … 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 StatementOR ☐ at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement OR ☐ 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 and diversity that the board currently has or is looking to achieve in its membership.	… our board skills matrix: ☐ in our Corporate Governance StatementOR ☐ at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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, 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, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	… the names of the directors considered by the board to be independent directors: ☒ in our Corporate Governance Statement OR ☐ at [insert location] … and, where applicable, the information referred to in paragraph (b): ☒ in our Corporate Governance Statement OR ☐ at [insert location] … and the length of service of each director: ☒ in our Corporate Governance StatementOR ☐ at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation: ☐ in our Corporate Governance Statement OR ☐ at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement OR ☐ 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.	… the fact that we follow this recommendation: ☒ in our Corporate Governance Statement OR ☐ at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ 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 provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation: ☐ in our Corporate Governance Statement OR ☐ at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	… our code of conduct or a summary of it: ☒ in our Corporate Governance Statement OR ☐ at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN 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 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):] … the fact that we have an audit committee that complies with paragraphs (1) and (2): ☒ in our Corporate Governance Statement OR ☐ at [insert location] … and a copy of the charter of the committee: ☒ at http://auroralabs3d.com/corporate-compliance/ … and the information referred to in paragraphs (4) and (5): ☐ in our Corporate Governance Statement OR ☒ at http://auroralabs3d.com/wp- content/uploads/2016/10/24.Aurora-Labs-Full-Year-Financial- Report-29092016-FINAL.pdf [If the entity complies with paragraph (b):] … 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: ☐ in our Corporate Governance Statement OR ☐ at [_insert location]	☐ an explanation why that is so 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.	… the fact that we follow this recommendation: ☒ in our Corporate Governance Statement OR ☐ at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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.	… the fact that we follow this recommendation: ☒ in our Corporate Governance Statement OR ☐ at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it: ☒ in our Corporate Governance Statement OR ☐ at [insert location]	☐ an explanation why that is so 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.	… information about us and our governance on our website: ☒ at http://auroralabs3d.com/corporate-compliance/	☐ an explanation why that is so in our Corporate Governance Statement
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	… the fact that we follow this recommendation: ☒ in our Corporate Governance Statement OR ☐ at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	… our policies and processes for facilitating and encouraging participation at meetings of security holders: ☒ in our Corporate Governance Statement OR ☐ at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable
6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation: ☒ in our Corporate Governance Statement OR ☐ at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): ☐ in our Corporate Governance Statement OR ☐ at [insert location] … and a copy of the charter of the committee: ☐ at [insert location] … and the information referred to in paragraphs (4) and (5): ☐ in our Corporate Governance Statement OR ☐ at [insert location] [If the entity complies with paragraph (b):] … 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 OR ☐ at [insert location]	☒ an explanation why that is so 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 (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: ☒ in our Corporate Governance Statement OR ☐ at [insert location] … and that such a review has taken place in the reporting period covered by this Appendix 4G: ☒ in our Corporate Governance StatementOR ☐ at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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.	[If the entity complies with paragraph (a):] … how our internal audit function is structured and what role it performs: ☐ in our Corporate Governance Statement OR ☐ at [insert location] [If the entity complies with paragraph (b):] … 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 OR ☐ at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: ☒ in our Corporate Governance Statement OR ☐ at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2): ☐ in our Corporate Governance Statement OR ☐ at [insert location] … and a copy of the charter of the committee: ☐ at [insert location] … and the information referred to in paragraphs (4) and (5): ☐ in our Corporate Governance Statement OR ☐ at [insert location] [If the entity complies with paragraph (b):] … 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 OR ☐ at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement OR ☐ 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.	… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: ☒ in our Corporate Governance Statement OR ☐ at [insert location]	☐ an explanation why that is so 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.	… our policy on this issue or a summary of it: ☒ in our Corporate Governance StatementOR ☐ at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ w e 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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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	… the information referred to in paragraphs (a) and (b): ☐ in our Corporate Governance Statement OR ☐ at [insert location]	☐ an explanation why that is so 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.	… the terms governing our remuneration as manager of the entity: ☐ in our Corporate Governance StatementOR ☐ at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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CORPORATE GOVERANCE STATEMENT

The Directors and management of Aurora Labs Limited (“Aurora “or “the Company”) are committed to conducting the business of the Company in an ethical manner and in accordance with the highest standards of corporate governance.

This Corporate Governance Statement, which is current as at 30 June 2017 and has been approved by the Company’s Board, explains how the Company complies with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations- 3rd Edition published on 27 March 2014 (ASX Principles and Recommendations), in relation to the year ended 30 June 2016.

The Board has adopted a suite of charters and key corporate governance documents which articulate the policies and procedures followed by Aurora. These documents are available in the Corporate Governance section of the Company’s website (http://www.auroralab3d.com) (Website).

ASX Principle and Recommendation	Compliance	Explanation
	(Yes/No)
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1	Yes	Aurora has adopted a Board Charter which discloses the roles and
A listed entity should disclose:		responsibilities of the Board and senior management.
(a) the respective roles and		Under the Board Charter, the Board is responsible for the overall
responsibilities of its board and		operation and stewardship of Aurora (and any future subsidiaries),
management; and		including charting the direction, strategies and financial objectives for
		Aurora, monitoring the implementation of those policies, strategies
(b) those matters expressly reserved to		and financial objectives, and monitoring compliance with regulatory
the board and those delegated to		requirements and ethical standards.

• (b) those matters expressly reserved to the board and those delegated to management.

The Board Charter is available on Aurora’s website.

Recommendation 1.2 Yes

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 relevant to a decision on whether or not to elect or re-elect a director.

Aurora will conduct background checks of candidates for new Director positions prior to their appointment or nomination for election by Shareholders, including checks as to good character, experience, education, qualifications, criminal history and bankruptcy. Aurora does not propose to conduct specific checks prior to nominating an existing Director for re-election by Shareholders at a general meeting on the basis that this is not considered necessary given that each Director was required to submit to the ASX ‘good fame and character’ assessment during Aurora’s admission to the Official List of ASX.

As a matter of practice, Aurora will include in its notices of meeting a brief biography and other material information in relation to each Director who stands for election or re-election. The biography will set out (amongst other things) the relevant qualifications and professional experience of the nominated Director for consideration by Shareholders.

Recommendation 1.3 Yes

A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

Aurora engages or employs its Directors and other senior executives under written agreements setting out key terms and otherwise governing their engagement or employment by Aurora.

The Managing Director is employed pursuant to a written employment agreement with Aurora and each Non-Executive Director is engaged under a Non-Executive Director Engagement Deed.

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ASX Principle and Recommendation

Compliance (Yes/No)

Explanation

Recommendation 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 reports directly, and is accountable, to the Board through the Chairperson in relation to all governance matters.

Company Secretary advises and supports the Board members on general governance matters, implements adopted governance procedures, and coordinates circulation of meeting agendas and papers.

Recommendation 1.5

A listed entity should:

• (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them;

• (b) disclose that policy or a summary of it; and

No

Given Aurora’s size and its stage of development, Aurora has not adopted a formal diversity policy at this stage. Aurora has a policy to select the best available officers and staff for each relevant position in a non-discriminatory manner based on merit.

Notwithstanding this, the Board respects and values the benefits that diversity (e.g. gender, age, ethnicity, cultural background, disability and martial/family status) brings in relation to expanding Aurora’s perspective and thereby improving corporate performance, increasing Shareholder value and maximising the probability of achieving Aurora’s objectives. The Board is committed to developing a diverse workplace where appointments or advancements are made on a fair and equitable basis.

• (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them, and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or

• (2) 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.

Recommendation 1.6		Yes	Aurora has adopted in its Board Charter a process for evaluation of
A listed entity should:			the Board, its committees and individual Directors. This process is conducted by the Board.
(a) have and disclose a process	for		The Board also performs a commentary function under the
periodically evaluating	the		Nomination and Remuneration Policy.
performance of the board,	its
committees and individual directors;			Aurora will disclose if a performance evaluation has been conducted.
and

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• ASX Principle and Recommendation Compliance Explanation (Yes/No)

• (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

• Recommendation 1.7 Yes The Nomination and Remuneration Policy provides that the Board will undertake performance evaluation of the Directors and senior

• A listed entity should: management on at least an annual basis.

• (a) have and disclose a process for A performance evaluation and review was conducted for each of the periodically evaluating the Executive Directors during the year.

(a) have and disclose a process for periodically evaluating the performance of its senior executives; and

(b) disclose in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

Principal 2: Structure the Board to add value

Recommendation 2.1	No	Aurora does not have a nomination committee at this stage. The
The board of a listed entity should:		Board considers that, given the current size and scope of Aurora’s operations, efficiencies or other benefits would not be gained by
(a) have a nomination committee		establishing a separate nomination committee.
which:		The full Board considers the matters and issues that would otherwise
(1) has at least three members, a		be addressed by a nomination committee in accordance with Aurora’s
majority of whom are		Nomination and Remuneration Policy.
independent directors; and		Under the Board Charter, candidacy for the Board is based on merit
(2) is chaired by an independent		against objective criteria with a view to maintaining an appropriate
director,		balance of skills and experience. As a matter of practice, candidates
and disclose:		for the office of Director are individually assessed by the Chairman
(3) the charter of the committee; (4) the members of the committee; and		and the Managing Director before appointment or nomination to ensure that they possess the relevant skills, experience or other qualities considered appropriate and necessary to provide value and assist in advancement of Aurora’s operations.
(5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual		The Board intends to reconsider the requirement for, and benefits of, a separate nomination committee as Aurora’s operations grow and evolve.
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.
Recommendation 2.2	No	Aurora does not currently have a skills or diversity matrix in relation

Aurora does not currently have a skills or diversity matrix in relation to the Board members. The Board considers that such a matrix is not necessary given the current size and scope of Aurora’s operations.

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ASX Principle and Recommendation	Compliance	Explanation
	(Yes/No)
A listed entity should have and disclose a		The Board may adopt such a matrix at a later time as Aurora’s
board skills matrix setting out the mix of		operations grow and evolve.
skills and diversity that the board
currently has or is looking to achieve in its
membership.
Recommendation 2.3	Yes	Disclosure of the names of Directors considered by the Board to be
A listed entity should disclose:		independent will be provided in the annual reports.
(a) the names of the directors considered by the board to be independent directors;		Of the Directors in place during the year Paul Kehoe (up to 30 June 2017) and Dick Herman (up to 12 May 2017) were considered to be independent Directors.
		Details of the Directors' interests, positions, associations and
(b) if a director has an interest, position,		relationships are provided in the Directors Report.
association or relationship of the
type described in Box 2.3 of the		The length of service of each Director will be provided in the annual
Recommendations but the board is		report.

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

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

Recommendation 2.4	No	The Board is not comprised of a majority of independent Directors.
A majority of the board of a listed entity		Of the Directors in place during the year Paul Kehoe (up to 30 June
should be independent directors.		2017) and Dick Herman (up to 12 May 2017) were considered to be
		independent Directors.
		However, given the size and scope of Aurora's operations, the Board
		considers that it has relevant experience in the industrial technology
		sector and is appropriately structured to discharge its duties in a
		manner that is in the best interests of Aurora and its Shareholders
		from both a long-term strategic and operational perspective.
		The Board Charter provides that it is preferable that the majority of
		the Board be independent Non-Executive Directors. Accordingly, the
		Board intends to appoint further independent Non-Executive
		Directors as suitably qualified candidates are identified and as the size
		and scale of Aurora’s operations warrant such appointment.
Recommendation 2.5	Yes	The Board considers that the Chairman of Aurora in place during the
The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person		year in review Mr Paul Kehoe, was an independent Director in accordance with the criteria for independence outlined in ASX Recommendation 2.3.
as the CEO of the entity.
Recommendation 2.6	No	Aurora does not currently have a formal induction program for new
A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop		Directors nor does it have a formal professional development program for existing Directors. The Board does not consider that a formal induction program is necessary given the current size and scope of Aurora’s operations.
and maintain the skills and knowledge		The Directors have been selected on the basis that collectively they
		had experience across industrial technology,manufacturing,legal

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ASX Principle and Recommendation

needed to perform their role as directors effectively.

Compliance (Yes/No)

Explanation

services, accounting, geology, finance and corporate advisory services. Some of the Directors in place during the year have been involved in other ASX-listed companies.

All Directors in place during the year were generally experienced in company operations, albeit in different aspects (e.g. operations, finance, corporate governance etc.), and have listed company experience. Where appropriate Directors also attended, on behalf of Aurora and otherwise, technical and commercial seminars and industry conferences which enable them to maintain their understanding of industry matters and technical advances.

Principal 3: Act ethically and responsibly

Recommendation 3.1

A listed entity should:

• (a) have a code of conduct for its directors, senior executives and employees; and

• (b) disclose that code or a summary of it.

Yes

The Board believes that the success of Aurora will continue to be enhanced by a strong ethical culture within the organisation.

Accordingly, Aurora has established a Code of Conduct which sets out the standards with which the Directors, officers, managers, employees and consultants of Aurora (and any future subsidiaries of Aurora) are expected to comply in relation to the affairs of Aurora's business and when dealing with each other, Shareholders and the broader community.

The Code also outlines the procedure for reporting any breaches of the Code and the possible disciplinary action Aurora may take in respect of any breaches.

In addition to their obligations under the Corporations Act in relation to inside information, all Directors, employees and consultants have a duty of confidentiality to Aurora in relation to confidential information they possess.

In fulfilling their duties, each Director dealing with corporate governance matters may obtain independent professional advice at Aurora’s expense, subject to prior approval of the Managing Director, whose approval will not be unreasonably withheld.

Aurora’s Code of Conduct is available on Aurora’s website.

Principal 4: Safeguard integrity in corporate reporting

Recommendation 4.1	Yes	During the year Aurora had a separate Audit Committee convened in
The board of a listed entity should:		accordance with its Audit Committee Charter.
(a) have an audit committee which:		During the year the Audit Committee comprised a majority of Non-
(1) has at least three members, all of whom are Non-Executive Directors and a majority of whom are independent		Executive Directors and was chaired by an independent director Mr Dick Herman up until the date of his resignation on 12/5/2017.when the resignation of the Paul Kehoe (Non-Executive Chairman), David Parker up to the date of his resignation on 13/5/2017.
directors; and		Aurora’s Audit Committee Charter sets out the purpose and functions
(2) is chaired by an independent		of the Audit Committee.
director, who is not the chair of		The qualifications, experience and attendance record of Audit
the board,		Committee members were disclosed in the annual report.
and disclose:		The Audit Committee Charter is available on Aurora’s website.
(3) the charter of the committee;
(4) the relevant qualifications and
experience of the members of
the committee; and

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ASX Principle and Recommendation Compliance Explanation (Yes/No)

• (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 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.
Recommendation 4.2 Yes	Aurora obtains declarations from its Managing Director and Company
The board of a listed entity should, before it approves the entity’s financial	Secretary before its financial statements are approved substantially in the form referred to in ASX Recommendation 4.2.
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.
Recommendation 4.3 Yes	In accordance with Aurora’s Shareholder Communications Policy,
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	Aurora will request that its external auditor attends each annual general meeting and be available to answer Shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report.
to the audit.
Principal 5: Make timely and balanced disclosure
Recommendation 5.1 Yes	Aurora has adopted a Continuous Disclosure and Market
A listed entity should:	Communications Policy.
(a) have a written policy for complying	Aurora is a “disclosing entity” pursuant to section 111AR of the
with its continuous disclosure	Corporations Act and, as such, will be required to comply with the
obligations under the Listing Rules;	continuous disclosure requirements of section 674 of the
and	Corporations Act and Chapter 3 of the Listing Rules, following
(b) disclose that policy or a summary of	admission to ASX.
it.	Aurora is committed to observing its disclosure obligations under the
	Corporations Act and, following admission to ASX, its obligations
	under the Listing Rules. All announcements provided to ASX will be
	posted on Aurora’s website.
	The Continuous Disclosure and Market Communications Policy is
	available on Aurora’s website.

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ASX Principle and Recommendation	ASX Principle and Recommendation	ASX Principle and Recommendation	ASX Principle and Recommendation	Compliance	Explanation
				(Yes/No)
Principal 6: Respect the rights of			security holders
Recommendation 6.1				Yes	Information about Aurora and its corporate governance, including
A listed entity should provide information about itself and its governance to					copies of its various corporate governance policies and charters, is available on Aurora’s website.
investors via its website.
Recommendation 6.2				Yes	Aurora has adopted a Shareholder Communications Policy, the
A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.					purpose of which is to facilitate the effective exercise of Shareholders’ rights by communicating effectively with Shareholders, giving Shareholders ready access to balanced and understandable information about Aurora and its corporate strategies and making it easy for Shareholders to participate in general meetings of Aurora.
					Aurora communicates with Shareholders as follows:
					• through releases to the market via the ASX;
					• through Aurora’s website;
					• through information provided directly to Shareholders; and
					• at general meetings of Aurora.
					The Shareholder Communications Policy is available on Aurora’s
					website.
Recommendation 6.3				Yes	Aurora supports Shareholder participation in general meetings and
A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings					seeks to provide appropriate mechanisms for such participation, including by ensuring that meetings are held at convenient times and places to encourage Shareholder participation.
of security holders.					In preparing for general meetings of Aurora, Aurora will draft the
					notice of meeting and related explanatory information so that they
					provide all of the information that is relevant to Shareholders in
					making decisions on matters to be voted on by them at the meeting.
					This information will be presented clearly and concisely so that it is
					easy to understand and not ambiguous.
					Aurora will use general meetings as a tool to effectively communicate
					with Shareholders and will allow Shareholders a reasonable
					opportunity to ask questions of the Board and to otherwise
					participate in the meeting.
					Mechanisms for encouraging and facilitating Shareholder
					participation will be reviewed regularly to encourage the highest level
					of Shareholder participation.
Recommendation 6.4				Yes	Aurora considers that communicating with Shareholders by electronic
A listed entity should give holders the option to		security receive			means is an efficient way to distribute information in a timely and convenient manner.
communications from,	and		send		Aurora provides new Shareholders with the option to receive
communications to, the entity			and its		communications from Aurora electronically and Aurora encourages
security registry electronically.					them to do so. Existing Shareholders are also encouraged to request
					communications electronically.
					Following admission to ASX, all Shareholders that have opted to
					receive communications electronically will be provided with
					notifications byAurora when an announcement or other

ASX Principle and Recommendation

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Compliance (Yes/No)

Explanation

communication (including an annual reports and notice of meeting) is uploaded to the ASX announcements platform.

Principal 7: Recognise and manage risk

Recommendation 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; an

• (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.

No

Aurora does not have a separate risk management committee.

The Board is responsible for supervising management’s framework of control and accountability systems to enable risk to be assessed and managed in accordance with Aurora’s Risk Management Policy.

The Board considers that, given the current size and scope of Aurora’s operations, efficiencies or other benefits would not be gained by establishing a separate risk management committee at present.

As Aurora’s operations grow and evolve, the Board will reconsider the appropriateness of forming a separate risk management committee.

However, Aurora has adopted a Risk Management Policy for Aurora which includes the following:

• The purpose of the policy is to:

• provide a framework for identifying, assessing, monitoring and managing risk;

• communicate the roles and accountabilities of participants in the risk management system; and

• highlight the status of risks to which Aurora is exposed, including any material changes to Aurora’s risk profile.

• The Board is responsible for the following under the policy:

• risk management and oversight of internal controls;

• establishing procedures which provide assurance that business risks are identified, consistently assessed and adequately addressed; and

• for the overseeing of such procedures.

The Risk Management Policy is available on Aurora’s website.

Recommendation 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

Yes

The Board has responsibility for the monitoring of risk management and will review Aurora’s risk management framework on an annual basis to ensure Aurora’s risk management framework continues to be effective.

Disclosure of the outcome of the annual risk management review will be included in the annual report.

• (b) disclose, in relation to each reporting period, whether such a review has taken place.

Recommendation 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

No

Aurora does not currently have an internal audit function. This function is undertaken by relevant staff under the direction of the full Board.

Aurora has adopted internal control procedures which pursuant to its Risk Management Policy. Aurora’s internal controls include the following:

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ASX Principle and Recommendation	Compliance		Explanation
	(Yes/No)
effectiveness of its risk management		•	Aurora has authorisation limits in place for expenditure and
and internal control processes.			payments;
		•	a Director or senior manager must not approve a payment to
			themselves or a related party, other than standard
			salary/Directors fees in accordance with their Board approved
			remuneration;
		•	Aurora prepares cash flow forecasts which include materiality
			thresholds and which are regularly reviewed; and
		•	Aurora regularly reviews its other financial materiality
			thresholds.
		The Board and senior management are charged with evaluating and
		considering improvements to Aurora’s risk management and internal
		control processes on an ongoing basis.
		The	Board considers that an internal audit function is not currently
		necessary given the current size and scope of Aurora’s operations.
		As Aurora’s operations grow and evolve, the Board will reconsider the
		appropriateness of adopting an internal audit function.
Recommendation 7.4	Yes	The Board does not consider that Aurora has a material exposure to
A listed entity should disclose whether it		environmental and social sustainability risks.
has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.		However, Aurora’s primary operation of manufacturing and supplying 3D metal printers, consumables and accessories is subject to various economic sustainability risks which may materially impact Aurora’s ability to operate and to generate value for Shareholders. These
		include:
		•	Technology development risk:Aurora’s financial success is
			primarily dependent upon its ability to further develop and
			commercialise its technology. Any new industrial technology is
			subject to inherent development risks which may have a
			significant adverse effect on Aurora’s financial position,
			including technical problems in development and new
			competing innovations or products.
		•	Intellectual property risks:Aurora has applied for various
			patents in relation to aspects of its technology. Its success will
			largely depend upon the successful grant and maintenance of
			these patent applications. The grant of patents applications is
			subject to various legal and technical matters and there cannot
			be any assurance that Aurora’s applications will be granted or,
			if granted, that they will provide the commercial advantage that
			Aurora desires.
		•	Commodity price fluctuations:Aurora’s 3D metal printing
			machines operate using various metallic substances and other
			commodities which Aurora intends to supply to its customers.
			Commodity prices are subject to fluctuation which may affect
			the cost of procurement and revenue on the sale of such
			commodities by Aurora.
		•	Exchange rate fluctuations:The revenue and expenditure of
			Aurora is and will be taken into account in Australian and other
			currencies (e.g. US dollars, Euros etc.), exposing Aurora to the
			fluctuations and volatilityof the rates of exchange between the

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ASX Principle and Recommendation Compliance Explanation (Yes/No)

Australian dollar and those other currencies as determined in international markets.

Aurora has adopted the Risk Management Policy and other procedures to identify, mitigate and manage these risks. These policies are updated from time to time as the Board considers appropriate in the circumstances for the management of Aurora’s risk profile.

Principal 8: Remunerate fairly and responsibly

Recommendation 8.1

Aurora has not established a separate remuneration committee.

Recommendation 8.1
The board of a listed entity should:	No	Aurora has not established a separate remuneration committee.
(a) have a remuneration committee		The role of the remuneration committee is undertaken by the full
which:		Board. The Board considers that, given its current size and that only
(1) has at least three members, a majority of whom are independent directors; and		one Director holds an executive position in Aurora, efficiencies or other benefits would not be gained by establishing a separate remuneration committee.
(2) is chaired by an independent		Aurora sets out the remuneration paid or provided to Directors and
director,		senior executives annually in the remuneration report contained
and disclose:		within Aurora’s annual report to Shareholders. The full Board determines all compensation arrangements for Directors. It is also
(3) the charter of the committee;		responsible for setting performance criteria, performance indicators,
(4) the members of the		share option schemes, incentive performance schemes,
committee; and		superannuation entitlements, retirement and termination
(5) as at the end of each reporting		entitlements and professional indemnity and liability insurance cover.
period, the number of times		As Aurora’s operations grow and evolve, the Board will reconsider the
the committee met throughout		appropriateness of forming a separate remuneration committee.
the period and the individual
attendances of the members at		The Nomination and Remuneration Policy is available on Aurora’s
those meetings; or		website.
(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.
Recommendation 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of Non-Executive Directors and the remuneration of Executive	Yes	Aurora’s policies and practices regarding the remuneration of Executive and Non-Executive Directors and other senior executives is set out in the Remuneration Report contained in Aurora’s Annual Report for each financial year.
Directors and other senior executives.
Recommendation 8.3 A listed entity which has an equity-based remuneration scheme should:	Yes	Aurora has adopted an Employee Incentive Plan. In accordance with Aurora’s Securities Trading Policy, the plan does not allow participants to enter transactions that would limit their economic risk under the
(a) have a policy on whether		scheme.
participants are permitted to enter
into transactions (whether through		Aurora’s Securities Trading Policy sets out the circumstances in which
the use of derivatives or otherwise)		the Directors, executives, employees, contractors, consultants and
which limit the economic risk of		advisors (Designated Persons) are prohibited from dealing in Aurora’s
participating in the scheme; and		Securities.
(b) disclose that policy or a summary of		The policy provides that where a Designated Person is entitled to
it.		equity-based remuneration arrangements, that Designated Person
		must not at anytime enter into a transaction(e.g. writinga call option)

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ASX Principle and Recommendation	Compliance	Explanation
	(Yes/No)
		that operates or is intended to operate to limit the economic risk of
		holdings of unvested Aurora Securities or vested Aurora Securities
		which are subject to a holding lock.
		The Securities Trading Policy is available on Aurora’s website.