BEFOREPAY GROUP LIMITED — Governance Information 2025

Aug 25, 2025

Financial Report

Corporate Governance Statement

30 JUNE 2025

2025 Corporate Governance Statement

This corporate governance statement sets out Beforepay Group Limited’s ACN 633 925 505 ( Company ) current compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (Fourth Edition) ( ASX Principles and Recommendations ). The ASX Principles and Recommendations are not mandatory. However, this corporate governance statement discloses the extent to which the Company has followed the ASX Principles and Recommendations. This corporate governance statement is current as at 26 August 2025 and has been approved by the board of the Company ( Board ).

gover	nance statement is current as at26 August2025 and ha	s been app	roved by the board of the Company (Board).
		Comply
		(Yes/
ASX	Principles and Recommendations	No)	Explanation
1. Lay solid foundations for management and oversight
1.1.	A listed entity should have and disclose a board	Yes	A Board Charter is available on the Company’s website,
	charter setting out:		which sets out:
	(a) the respective roles and responsibilities of the		(a) the respective roles and responsibilities of the
	board and management; and		Board and management of the Company
	(b) those matters expressly reserved to the board		(Management); and
	and those delegated to management.		(a) those matters expressly reserved to the Board and
			those delegated to Management.
1.2.	A listed entity should:	Yes	Appropriate checks have been undertaken prior to
	(a) undertake appropriate checks before		the appointment of all Directors and Senior Executives,
	appointing a director or senior executive		including prior to putting someone forward for election
	or putting someone forward for election		as a director. The Company will provide security holders
	as a director; and		with all material information in its possession relevant
	(b) provide security holders with all material information in the company’s possession		to a decision on whether or not to elect or re-elect a director at future general meetings.
	relevant to a decision on whether or not
	to elect or re-elect a director.
1.3.	A listed entity should have a written agreement	Yes	The Company has a written agreement in place with
	with each director and senior executive setting		each Director and Senior Executive setting out the terms
	out the terms of their appointment.		of their appointment.
1.4.	The company secretary of a listed entity should be	Yes	The Company Secretary is accountable directly to the
	accountable directly to the board, through the chair,		Board, through the chair of the Board (Chair), on all
	on all matters to do with the proper functioning of		matters to do with the proper functioning of the Board.

• 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.

Corporate Governance Statement 01

Corporate Governance Statement continued

	Comply
	(Yes/
ASX Principles and Recommendations	No)

• 1.5. A listed entity should:

Yes

• (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:

  • (i) 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

  • (ii) if the company is a relevant employer” under the Workplace Gender Equality Act 2012 (Cth), the company’s most recent “Gender Equality Indicators”, as defined in and published under that Act.

Explanation

The Company has adopted a Diversity Policy, a copy of which is available on the Company’s website.

The Diversity Policy sets out that the Board, in consultation with the Remuneration and Nomination Committee ( RNC ), has responsibility to set measurable objectives for achieving gender diversity in the composition of the Board, Senior Executives and the workforce generally.

The Company is committed to increasing gender diversity within the Company as a whole and striving to create a more diverse workforce. The following measurable objectives and targets have been set by the RNC and approved by the Board to achieve gender diversity:

• by the end of 2025 the Board will comprise of at least 40% women;

• by the end of 2025 the Company’s people in leadership positions will comprise of at least 30% women; and

• by the end of 2025 women will make up at least 40% of all Company employees,

whilst acknowledging that gender is not binary.

As at 30 June 2025, the gender diversity statistics for the Company were as follows:

			Female
	Female	Male	Proportion
Staff	22	23	49%
Leadership
Positions	7	6	53%
Board Members	0	4	0%

The Company aims to create a more equitable culture by regularly assessing the gender base pay, supporting staff to develop as inclusive leaders.

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.

Yes

The RNC has established processes for periodically evaluating the performance of the Board, its Committees and individual Directors. The RNC’s obligations are further detailed in the RNC Charter, a copy of which is available on the Company’s website.

The Company has undertaken a performance evaluation for the Board, its committees and individual Directors in accordance with the adopted performance evaluation process during this reporting period.

02 Beforepay Group Limited

Financial Report

	Comply
	(Yes/
ASX Principles and Recommendations	No)	Explanation
1.7. A listed entity should:	Yes	The RNC has established processes for periodically
(a) have and disclose a process for evaluating		evaluating (at least once every reporting period) the
the performance of its senior executives at		performance of the Company’s Senior Executives.
least once every reporting period; and		The RNC’s obligations and processes in this regard are
(b) disclose for each reporting period whether a		further detailed in the RNC Charter, a copy of which is
performance evaluation has been undertaken		available on the Company’s website.
in accordance with that process during or in respect of that period.		The Company has undertaken a performance evaluation for the Senior Executives in accordance with the adopted
		performance evaluation process during this
		reporting period.
2. Structure the Board to be effective and add value
2.1. The Board of a listed entity should:	Yes	The Company has formed the RNC. A copy of the
(a) have a nomination committee which:		RNC Charter is available on the Company’s website.
(1) has at least three members, a majority		The RNC is comprised of Brian Hartzer (Chair of RNC),
of whom are independent directors; and		Daniel Moss and Patrick Tuttle, all of whom are
(2) is chaired by an independent director;		Non-Executive Directors. Two Directors (Brian Hartzer
and disclose:		and Patrick Tuttle) are independent Directors.
(3) the charter of the committee;		The RNC is chaired by Brian Hartzer who is an
(4) the members of the committee; and		independent Director.
(5) as at the end of each reporting period,		The RNC met on two occasions during the reporting
the number of times the committee met		period. Details of each member’s attendance at RNC
throughout the period and the individual		meetings is set out on page 25 of the Annual Report.
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.
2.2. A listed entity should have and disclose a board	Yes	The Board has had regard to the appropriate mix of
skills matrix setting out the mix of skills and		skills and expertise required from Management and
diversity that the board currently has or is		the Directors to achieve the objectives of the Company.
looking to achieve in its membership.		The Company has a Board Skills Matrix setting out the
		mix of skills that the Board currently has. A copy of this
		is available on the Company’s website.

Corporate Governance Statement 03

Corporate Governance Statement continued

ASX Principles and Recommendations

• 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

Comply (Yes/ No)

Yes

Explanation

The Board Charter sets out the Board’s adopted criteria and policy for determining whether a Director is independent. The RNC is responsible for assessing the independence of each Non-Executive Director.

The Board is comprised of four Directors:

• Brian Hartzer, appointed 5 July 2021

• Daniel Moss, appointed 5 June 2019

• Patrick Tuttle, appointed 16 November 2020

• Stefan Urosevic, appointed 5 June 2019

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

The Board considers an independent Director to be a Non-Executive Director who is not a member of Management and who is free from any business or other relationship that could materially interfere with, or reasonably be perceived to materially interfere with the independent exercise of the person’s judgement. Details of Director options have been set out in the Remuneration Report.

		other relationship that could materially interfere with, or reasonably be perceived to materially interfere with the independent exercise of the person’s judgement. Details of Director options have been set out in the Remuneration Report.
		The Board has determined that two Directors are
		independent: Brian Hartzer and Patrick Tuttle,which
		makes up half of the Board. The length of service of
		each Director is disclosed above.
2.4. The majority of the board should be	No	Two of the Board members are independent being Brian
independent directors.		Hartzer and Patrick Tuttle. As at the date of this Statement,
		the Company does not have a majority of independent
		directors on the Board, as therefore does not comply with
		this recommendation. Further information regarding our
		Directors, including their experience and qualifications, is set
		out in the Company’s Annual Report.
2.5. The chair of the board of a listed entity should be	Yes	The Board has appointed Brian Hartzer, an independent
an independent director and, in particular, should		Director, as Chair. Mr Hartzer does not hold the position
not be the same person as the CEO of the entity.		of CEO, in compliance with corporate governance
		best practice.
2.6. A listed entity should have a program for inducting	Yes	All new Directors undertake an induction program to
new directors and for periodically reviewing		ensure they have the skills and knowledge necessary
whether there is a need for existing directors to		to perform their role as Directors effectively.
undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.		The Company periodically reviews the Directors’ mix of skills and provides continuing education and professional development opportunities for Directors
		to maintain the skills and knowledge needed to
		perform their roles effectively.

04 Beforepay Group Limited

Financial Report

	Comply
	(Yes/
ASX Principles and Recommendations	No)	Explanation
3. Instil a culture of acting lawfully, ethically and responsibly
3.1. A listed entity should articulate and disclose	Yes	The Company has articulated and disclosed its values
its values.		in its Code of Conduct, a copy of which is available on
		the Company’s website.
3.2. A listed entity should:	Yes	The Company has adopted a Code of Conduct
(a) have and disclose a code of conduct		which applies to its Directors, Senior Executives
for its directors, senior executives, and		and employees. A copy of the Code of Conduct is
employees; and		available on the Company’s website.
(b) ensure that the board or a committee of the		Under the Code of Conduct, material breaches of
board is informed of any material breaches		the Code are reported to the Board in accordance
of that code.		with Beforepay Group’s policies and procedures.
3.3. A listed entity should:	Yes	The Company has adopted a Whistleblower Policy,
(a) have and disclose a Whistleblower Policy; and		a copy of which is available on the Company’s website.
(b) ensure that the board or a committee of the		Under the Whistleblower Policy, the Board is to be
board is informed of any material incidents		informed of any incidents reported in accordance
reported under that policy.		with the Whistleblower Policy.
3.4. A listed entity should:	Yes	The Company has adopted an Anti-Bribery and
(a) have and disclose an anti-bribery and		Corruption Policy, a copy of which is available on
corruption policy; and		the Company’s website.
(b) ensure that the board or a committee of the		Under the Anti-Bribery and Corruption Policy, material
board is informed of any material breaches		breaches of the policy are reported to the Board.
of that policy.

Corporate Governance Statement 05

Corporate Governance Statement continued

	Comply
	(Yes/
ASX Principles and Recommendations	No)	Explanation
4. Safeguard the integrity of corporate reports
4.1. The board of a listed entity should:	Yes	The Company has formed an Audit and Risk Committee
(a) have an audit committee which:		(ARC). A copy of the ARC Charter is available on the
(1) has at least three members, all of whom		Company’s website.
are non-executive directors and a majority		The ARC is comprised of Patrick Tuttle (Chair of ARC),
of whom are independent directors; and		Brian Hartzer and Stefan Urosevic, all of whom are
(2) is chaired by an independent director,		Non-Executive Directors and two of whom are
who is not the chair of the board,		independent (Patrick Tuttle & Brian Hartzer).
and disclose:		The ARC is chaired by Patrick Tuttle, who is an
(3) the charter of the committee;		independent Director and is not the Chair of the Board.
(4) the relevant qualifications and experience		The ARC met on seven occasions during the reporting
of the members of the committee; and		period. Details of each member’s attendance at ARC
(5) in relation to each reporting period, the		meetings is set out on page 25 of the Annual Report.
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.
4.2. The board of a listed entity should, before it approves	Yes	Before the Board approves the Company’s financial
the entity’s financial statements for a financial		statements for the last financial period, the Board received
period, receive from its CEO and CFO a declaration		a declaration that, in the opinion of the CEO and CFO,
that, in their opinion, the financial records of the		the financial records of the entity have been properly
entity have been properly maintained and that the		maintained and that the financial statements comply with
financial statements comply with the appropriate		the appropriate accounting standards and give a true
accounting standards and give a true and fair view		and fair view of the financial position and performance of
of the financial position and performance of the		the entity and that the opinion has been formed on the
entity and that the opinion has been formed on the		basis of a sound system of risk management and internal
basis of a sound system of risk management and		control which is operating effectively.
internal control which is operating effectively.
4.3. A listed entity should disclose its process to verify	Yes	Where periodic corporate reports are not audited or
the integrity of any periodic corporate report		reviewed by an external auditor, the Company ensures
it releases to the market that is not audited		it employs processes which minimise the chance of
or reviewed by an external auditor.		error in the report.
		The processes employed involve a review and verification
		by the relevant internal stakeholder culminating in an
		internal sign-off that the portion of the report to which
		they have contributed is accurate prior to receiving
		approval by ARC or the Board.

06 Beforepay Group Limited

Financial Report

	Comply
	(Yes/
ASX Principles and Recommendations	No)	Explanation
5. Make timely and balanced disclosure
5.1. A listed entity should have and disclose a written	Yes	The Company has adopted a formal continuous disclosure
policy for complying with its continuous disclosure		policy for complying with its continuous disclosure
obligations under ASX Listing Rule 3.1.		obligations under ASX Listing Rule 3.1. A copy of the
		Disclosure and Communication Policy is available
		on the Company’s website.
5.2. A listed entity should ensure that its board receives	Yes	The Company ensures that the Board receives copies
copies of all material market announcements		of all material market announcements promptly after
promptly after they have been made.		they have been made.
		This process is detailed in the Disclosure and
		Communication Policy adopted by the Company,
		a copy of which is available on the Company’s website.
5.3. A listed entity that gives a new and substantive	Yes	Where the Company gives a new and substantive
investor or analyst presentation should release		investor or analyst presentation, it releases a copy
a copy of the presentation materials on the		of the presentation materials on the ASX Market
ASX Market Announcements Platform ahead		Announcements Platform ahead of the presentation.
of the presentation.		This process is detailed in the Disclosure and
		Communication Policy adopted by the Company,
		a copy of which is available on the Company’s website.
6. Respect the rights of security holders
6.1. A listed entity should provide information about	Yes	The Company maintains a website at
itself and its governance to investors via its website.		https://www.beforepay.com.au/investor-hub/
		corporate-governance-1 which provides information
		about the Company and its governance to investors.
6.2. A listed entity should have an investor relations	Yes	The Company has an investor relations program
program that facilitates effective two-way		that facilitates effective two-way communication
communication with investors.		with investors.
6.3. A listed entity should disclose how it facilitates	Yes	The Company has adopted a Disclosure and
and encourages participation at meetings of		Communication Policy which details that the Company
security holders.		will provide Shareholders with the opportunity to have
		their questions answered at general meetings or submit
		questions in advance of the general meeting where
		a Shareholder is unable to attend. A copy of the
		Disclosure and Communication Policy is available
		on the Company’s website.
6.4. A listed entity should ensure that all substantive	Yes	The Company will ensure that all substantive resolutions
resolutions at a meeting of security holders are		at a meeting of security holders are decided by a poll
decided by a poll rather than by a show of hands.		rather than by a show of hands. This process is detailed
		in the Disclosure and Communication Policy adopted
		by the Company, a copy of which is available on the
		Company’s website.

Corporate Governance Statement 07

Corporate Governance Statement continued

		Comply
		(Yes/
ASX	Principles and Recommendations	No)	Explanation
6.5.	A listed entity should give security holders the	Yes	All security holders have the option to receive
	option to receive communications from, and send		communications from, and send communications to,
	communications to, the entity and its security		the Company and its security registry electronically.
	registry electronically.		’

The Company’s approach to communicating with security holders is detailed in the Disclosure and Communication Policy adopted by the Company, a copy of which is available on the Company’s website.

7. Recognise and manage risk	7. Recognise and manage risk
7.1.	The board of a listed entity should:	Yes	The Company has formed the ARC. A copy of the ARC
	(a) have a committee or committees to oversee		Charter is available on the Company’s website.
	risk, each of which:		The ARC is comprised of Patrick Tuttle (Chair of ARC),
	(1) has at least three members, a majority		Brian Hartzer and Stefan Urosevic, all of whom are
	of whom are independent directors; and		Non-Executive Directors and two of whom are
	(2) is chaired by an independent director,		independent (Patrick Tuttle & Brian Hartzer).
	and disclose		The ARC is chaired by Patrick Tuttle, who is an
	(3) the charter of the committee;		independent Director and is not the Chair of the Board.
	(4) the members of the committee; and		The ARC met on seven occasions during the reporting
	(5) as at the end of each reporting period,		period. Details of each member’s attendance at ARC
	the number of times the committee met		meetings is set out on page 25 of the Annual Report.
	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.
7.2.	The board or a committee of the board should:	Yes	In this reporting period, the Board (as recommended
	(a) review the entity’s risk management framework		by ARC) reviewed the Company’s risk management
	at least annually to satisfy itself that it continues		framework (in line with its annual review cycle) and
	to be sound and that the entity is operating		has made appropriate changes to satisfy itself that the
	with due regard to the risk appetite set by		framework continues to be sound (including to address
	the board; and		evolving regulatory obligations) and that the the company
	(b) disclose, in relation to each reporting period, whether such a review has taken place.		is operating with due regard to the risk appetite set by the Board.

08 Beforepay Group Limited

Financial Report

Comply (Yes/ ASX Principles and Recommendations No)

7.3. A listed entity should disclose:

Yes

• (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.

Explanation

The Company has various quality assurance strategies throughout the business but has not established a discreet internal audit function. The Board (as recommended from ARC) considers that the current size and nature of the Company’s operations does not necessitate the need for an internal audit function currently.

The ARC is responsible for evaluating and continually improving the effectiveness of the Company’s governance, risk management and internal control processes. This committee facilitates the oversight of risks and actions being undertaken by Management to mitigate risks to an acceptable level. The Board is satisfied that the processes in place to identify the Company’s material business risks are appropriate and that these risks are being managed effectively.

The Company’s risk management processes continue to be monitored and reported against.

During the reporting period, the Board and ARC undertook a review as to whether there is a need for an internal audit function and determined that there was no such need. The Board and ARC will continue to periodically review whether there is a need for an internal audit function and its scope if needed. The Board is prepared to adopt an internal audit function if deemed necessary in the future.

• 7.4. A listed entity should disclose whether it has

any material exposure to environmental or social risks and if it does, how it manages or intends to manage those risks.

Yes The Company does not have material exposure to environmental or social risks.

The Company intends that the ARC will be responsible for monitoring and receiving reports on environmental and social risks, and if they do arise, to manage them according to the ARC Charter, a copy of which is available on the Company’s website.

Corporate Governance Statement 09

Corporate Governance Statement continued

	Comply
	(Yes/
ASX Principles and Recommendations	No)	Explanation
8. Remunerate fairly and responsibly
8.1. The board of a listed entity should:	Yes	The Company has formed the RNC. A copy of the
(a) have a remuneration committee which:		RNC Charter is available on the Company’s website.
(1) has at least three members, a majority		The RNC is comprised of Brian Hartzer (Chair of
of whom are independent directors; and		RNC), Daniel Moss and Patrick Tuttle, all of whom are
(2) is chaired by an independent director,		Non-Executive Directors. Two Directors (Brian Hartzer
and disclose:		and Patrick Tuttle) are independent Directors.
(3) the charter of the committee;		The RNC is chaired by Brian Hartzer who is an
(4) the members of the committee; and		independent Director.
(5) as at the end of each reporting period,		The RNC met on two occasions during the reporting
the number of times the committee met		period. Details of each member’s attendance at RNC
throughout the period and the individual		meetings is set out on page 25 of the Annual Report.
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.
8.2. A listed entity should separately disclose its policies	Yes	The Company has disclosed its policies and practices
and practices regarding the remuneration of		regarding the remuneration of Non-Executive Directors
non-executive directors and the remuneration of		in the Company’s Remuneration Report within the
executive directors and other senior executives.		Annual Report.
8.3. A listed entity which has an equity-based	Yes	The Company’s Securities Trading Policy and
remuneration scheme should:		remuneration policies prohibit participants of any
(a) have a policy on whether participants are		equity-based remuneration scheme entering into
permitted to enter into transactions (whether		transactions which limits the economic risk of
through use of derivatives or otherwise) which		a participant.
limit the economic risk of participating in the		A copy of the Securities Trading Policy is available
scheme; and		on the Company’s website.
(b) disclose that policy or a summary of it.

10 Beforepay Group Limited

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Beforepay Group Limited

ABN/ARBN 633 925 505	Financial year ended:
633 925 505	30 June 2025

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

These pages of our ☐ annual report: This URL on our ☒ www.beforepay.com.au/investor-hub/corporate-governance website:

The Corporate Governance Statement is accurate and up to date as at 26 August 2025 and has been approved by the board.

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

Date: 26 August 2025 Name of authorised officer The Board of Directors authorising lodgement:

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

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

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

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

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

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

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

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

Page 1

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in 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: www.beforepay.com.au/investor-hub/corporate-governance Refer to the Corporate Governance Statement page 1	☐ 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.	☒ Refer to the Corporate Governance Statement page 1	☐ 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.	☒ Refer to the Corporate Governance Statement page 1	☐ 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.	☒ Refer to the Corporate Governance Statement page 1	☐ 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.

Page 2

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in 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.beforepay.com.au/investor-hub/corporate-governance and we have disclosed the information referred to in paragraph (c) at: page 2 at the 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: page 2 of the Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: page 2 of the Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 3

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in 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: at page 3 of the Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: at page 3 of the 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 (current at 17/7/2020)

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in 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.	☒ and we have disclosed a copy of the charter of the committee at: https://www.beforepay.com.au/investor-hub/corporate-governance and the information referred to in paragraphs (4) and (5) at: page 3 of the Corporate Governance Statement and in paragraphs at page 25 of the Annual Report	☐ 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: https://www.beforepay.com.au/investor-hub/corporate-governance	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	☒ and we have disclosed the names of the directors considered by the board to be independent directors at: page 4 of the Corporate Governance Statement and, where applicable, the information referred to in paragraph (b) at: page 4 of the Corporate Governance Statement and the length of service of each director at: page 25 of the Annual Report	☐ set out in our Corporate Governance Statement

Page 5

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in 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
2.4	A majority of the board of a listed entity should be independent directors.	☐	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒ and we have disclosed our values at: page 2 and 3 of our Code of Conduct at: https://www.beforepay.com.au/investor-hub/corporate-governance	☐ set out in our Corporate Governance Statement
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	☒ and we have disclosed our code of conduct at: https://www.beforepay.com.au/investor-hub/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.beforepay.com.au/investor-hub/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.beforepay.com.au/investor-hub/corporate-governance	☐ set out in our Corporate Governance Statement

Page 6

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in 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.beforepay.com.au/investor-hub/corporate-governance and the information referred to in paragraphs (4) and (5) at: page 6 of the Corporate Governance Statement and in paragraphs at page 25 of the Annual Report	☐ 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

Page 7

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in 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.beforepay.com.au/investor-hub/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.beforepay.com.au/investor-hub/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: page 6 of the Corporate Governance Statement and in the Disclosures and Communications Policy at https://www.beforepay.com.au/investor-hub/corporate-governance	☐ set out in our Corporate Governance Statement

Page 8

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in 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
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	☒	☐ set out in our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	☒	☐ set out in our Corporate Governance Statement
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.beforepay.com.au/investor-hub/corporate-governance and the information referred to in paragraphs (4) and (5) at: page 8 of the Corporate Governance Statement and in paragraphs at page 25 of the Annual Report	☐ 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: page 9 of the Corporate Governance Statement	☐ set out in our Corporate Governance Statement

Page 9

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in 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 (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: page 9 of the 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 and, if we do, how we manage or intend to manage those risks at: page 9 of the Corporate Governance Statement	☐ set out in our Corporate Governance Statement

Page 10

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in 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: https://www.beforepay.com.au/investor-hub/corporate-governance and the information referred to in paragraphs (4) and (5) at: page 6 of the Corporate Governance Statement and in paragraphs at page 25 of the Annual Report	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	☒ and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives at: the Company’s Remuneration Report within the Annual Report	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	☒ and we have disclosed our policy on this issue or a summary of it at: page 10 of the 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

Page 11

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in 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 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
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

Page 12

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in 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
-	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

Page 13

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