BETMAKERS TECHNOLOGY GROUP LTD — Governance Information 2024

Aug 29, 2024

CORPORATE GOVERNANCE STATEMENT

This document discloses the extent to which BetMakers Technology Group Ltd ACN 164 521 395 ( Company ) has followed the recommendations set by the ASX Corporate Governance Council in the 4th edition of its Corporate Governance Principles and Recommendations ( ASX Recommendations ) during the reporting period ending 30 June 2024 ( Reporting Period ).

ASX Recommendation	ASX Recommendation	Comply (Yes/No)	Additional comments
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter which sets out the respective roles and responsibilities of the Board, the Chair and management, and includes a description of those matters expressly reserved to the Board and those delegated to management.	Yes	The Board is responsible for overseeing the management of the Company’s business and the overall corporate governance of the Company. The Board monitors the operational and financial performance of the Company and oversees the strategies for the achievement of its business objectives, including approving the short and long-term strategic direction of the Company. The Board has adopted a written charter to provide a framework for the effective operation of the Board which sets out the Board’s composition, role and responsibilities and the relationship and interaction between the Board and management, and the authority delegated by the Board to management and any Board committees. The Company has also established a clear delineation between the Board’s responsibility for the Company’s strategy and activities, and the day-to-day management of operations conferred upon the Chief Executive Officer and certain other officers of the Company. The Board (in accordance with the Nomination and Remuneration Committee Charter) evaluates the performance of senior executives. Please also refer the Board Charter available via the Company’s website, https://betmakers.com/investors/corporate- governance/.
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.	Yes	The Company has adopted a Nomination and Remuneration Committee Charter to guide the Nomination and Remuneration Committee in discharging its obligations to identify nominees for appointment as a senior executive, or as a Director at each annual general meeting, and ensure that the audit and risk, remuneration and nomination, and any other corporate governance committees of the Board, have the benefit of qualified and experienced independent directors. The Company has also developed a Selection and Appointment of Directors Policy, Diversity Policy and Remuneration Policy to guide the Nomination and Remuneration Committee in discharging these obligations. The Company provides its security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director in accordance with its Shareholder Communications Policy. Please also refer to the Nomination and Remuneration Committee Charter and Shareholder Communications Policy available via the Company’s website, https://betmakers.com/investors/corporate-governance/.
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Yes	The Company has entered into a written agreement with each director and senior executive. Please refer to the Nomination and Remuneration Committee Charter and Selection and Appointment of Directors Policy availablevia the Company’swebsite,https://betmakers.com/investors/corporate-governance/.
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 is accountable to the Board through the Chairman on all matters to do with the proper functioning of the Board. The Company Secretary works closely with the Chairman to manage the flow of information between the Board and senior executives. Please refer to the Board Charter available via the Company’s website, https://betmakers.com/investors/corporate- governance/.

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• 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:

  • (i) the measurable objectives set for that period to achieve gender diversity;

  • (ii) the entity’s progress towards achieving those objectives; and

  • (iii) either:

    • A. the respective proportions of men and women on the Board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or

    • B. if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in the Workplace Gender Equality 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.

Yes

The Board has implemented a Diversity Policy that seeks to align the Company’s recruitment, remuneration and management systems with the commitment to develop a workplace culture that values and strives to achieve and maintaining inclusivity and diversity in its workforce and on its Board. Furthermore, the Company is committed to a culture that embraces and fosters diversity and inclusion, which encompasses differences in backgrounds and ethnicity, qualifications and experiences, sexual orientation and identification, and differences in approach and viewpoints.

The Diversity Policy requires the Board to establish measurable objectives for achieving gender diversity within the Company’s business and will require senior management to report annually on the achievement of those objectives. The Board previously adopted the following measurable objectives for achieving gender diversity:

• staff gender ratio to be a minimum of 25-30% female and 75-70% male; and

• senior staff and Board gender ratio to be a minimum of 25% female and 75% male.

As at the date of this Corporate Governance Report, the Company continues to work towards its measurable objectives and has the following gender split:

• staff gender ratio of 21% identifying as female and 79% identifying as male; and

• senior staff and Board gender ratio of 36% identifying as female and 64% identifying as male.*

The Board assessed the gender diversity of the Company at the end of the Reporting Period and discloses the following proportions of men and women:

• whole organisation: 288 men and 76 women;

• senior executive positions: 5 men and 1 woman; and

• Board: 2 men and 3 women*.

*Including the Company Secretary

The Board considers ‘senior executives’ to be those roles which report to an executive Director or the Board, including contractors.

Please refer to the Company’s Diversity Policy available via the Company’s website, https://betmakers.com/investors/corporate-governance/.

• 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 Nomination and Remuneration Committee Charter requires the Nomination and Remuneration Committee to have and disclose a process for periodically evaluating the performance of the Board, its committees and individual directors

Process for periodically evaluating the performance of the Board, its committees and individual Directors The Board (led by the Chairman) endeavours to objectively evaluate its own performance and the performance of its committees and individual Directors on an annual basis, or when Board vacancies or other relevant events occur that bear on Board or committee composition. The format and process for each evaluation is determined by the Board at the relevant time having regard to the Company’s circumstances. Where appropriate, the Board endeavours to conduct Board performance evaluations via a third-party service provider, and/or on an anonymised basis, to better support the transparency and integrity of the evaluation process. In conducting a Board or committee performance evaluation, the Board endeavours to review the Board’s performance in one, some or all of the following areas: financial and business performance management; strategy; risk management; Board culture; Chair leadership; Board composition; Board supervision of, and relationship with, management; Board papers and information access; stakeholder management; succession planning. In addition, the Board continuously monitors its performance and processes at its monthly Board meeting via a standing agenda item that addressed the process, content and conduct of each meeting.

FY24 Performance Evaluation

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During the Reporting Period, the Board engaged cdPlus Corporate Services to facilitate a formal evaluation of the Board’s performance. The evaluation process involved each Director providing anonymous responses to a comprehensive questionnaire distributed by cdPlus. cdPlus aggregated and analysed the responses and reported the results and recommendations to the Nomination and Remuneration Committee and the Board. Please refer to the Company’s Nomination and Remuneration Committee Charter available via the Company’s website, https://betmakers.com/investors/corporate-governance/. The CEO endeavours to objectively evaluate the performance of senior executives over each financial year on an annual basis. The Board evaluates the performance of the CEO over each financial year on an annual basis. These evaluations are typically conducted shortly after the end of the relevant financial year. During the Reporting Period, formal performance reviews of the Company’s senior executives and CEO were undertaken in respect of the financial year ending 30 June 2023. As at the date of this Corporate Governance Statement, the CEO and Board (as applicable) is in the process of undertaking formal performance reviews of the Company’s senior executives and the CEO (respectively) in respect of the Reporting Period. Please refer to the Company’s Nomination and Remuneration Committee Charter available via the Company’s website, https://betmakers.com/investors/corporate-governance/.

• 1.7 A listed entity should: Yes (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.

			During the Reporting Period, the Board engaged cdPlus Corporate Services to facilitate a formal evaluation of the Board’s performance. The evaluation process involved each Director providing anonymous responses to a comprehensive questionnaire distributed by cdPlus. cdPlus aggregated and analysed the responses and reported the results and recommendations to the Nomination and Remuneration Committee and the Board. Please refer to the Company’s Nomination and Remuneration Committee Charter available via the Company’s website, https://betmakers.com/investors/corporate-governance/.
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.	Yes	The CEO endeavours to objectively evaluate the performance of senior executives over each financial year on an annual basis. The Board evaluates the performance of the CEO over each financial year on an annual basis. These evaluations are typically conducted shortly after the end of the relevant financial year. During the Reporting Period, formal performance reviews of the Company’s senior executives and CEO were undertaken in respect of the financial year ending 30 June 2023. As at the date of this Corporate Governance Statement, the CEO and Board (as applicable) is in the process of undertaking formal performance reviews of the Company’s senior executives and the CEO (respectively) in respect of the Reporting Period. Please refer to the Company’s Nomination and Remuneration Committee Charter available via the Company’s website, https://betmakers.com/investors/corporate-governance/.
PRINCIPLE 2 - STRUCTURE THE BOARD TOBE EFFECTIVE AND ADD VALUE
2.1	The Board of a listed entity should: (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues and to ensure that the Board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	Yes	The Board has established a Nomination and Remuneration Committee and adopted the Nomination and Remuneration Committee Charter and Selection and Appointment of Directors Policy for the purpose of addressing 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. As at the date of this Corporate Governance Statement, the Nomination & Remuneration Committee comprises: • Chair: Rebekah Giles (Independent non-executive Director); • Member: Anna Massion (Independent non-executive Director); and • Member: Simon Dulhunty (Independent non-executive Director). It is noted that, during the Reporting Period, Nick Chan stepped down as a member of the Nomination & Remuneration Committee on 31 October 2023 when he resigned as a Director. During the Reporting Period, the number of Nomination and Remuneration Committee meetings and the individual attendances of the members at those meetings are as follows: Director Number Eligible to Attend Number Attended Nick Chan 2 2 Simon Dulhunty 3 3 Anna Massion 3 3 Rebekah Giles 3 3 Please refer to the Company’s Nomination and Remuneration Committee Charter and Selection and Appointment of Directors Policy available via the Company’s website,https://betmakers.com/investors/corporate-governance/.

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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.	Yes	The Company’s Selection & Appointment of Directors Policy sets out the mix of skills and diversity that the Board is looking to achieve or maintain in its membership, including without limitation: (a) bookmaking and betting industry experience; (b) information technology; (c) business acquisition and integration skills; (d) financial literacy and legal and regulatory knowledge; (e) diversity; (f) policy and regulatory development and reform; (g) health, safety and environment and social responsibility; and (h) organisational development and human resources. Please refer to the Company’s Nomination and Remuneration Committee Charter, Selection and Appointment of Directors Policy and Diversity Policy available via the Company’s website, https://betmakers.com/investors/corporate- governance/.
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 or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendations (4th Edition), 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	Yes	The Board consists of four directors, with Simon Dulhunty, Rebekah Giles and Anna Massion considered to be independent directors. The Board’s Executive Chair, Matthew Davey, is not considered to be independent by virtue of his executive role and his substantial shareholding in the Company. The Board considers that each of the above non-executive directors are free from any interest, position or relationship that may influence, or reasonably be perceived to influence, the independent exercise of each Director’s judgement and that each of them is able to fulfil the role of independent Director for the purposes of the Recommendations. The length of service for each director who held office during the Reporting Period is: • Nick Chan: appointed 29 October 2015 and resigned on 31 October 2023; • Simon Dulhunty: appointed 2 October 2015; • Matt Davey: reappointed on 31 January 2023; • Rebekah Giles: appointed 8 February 2022; and • Anna Massion: appointed 3 March 2022. The Board notes that, as at the date of this Corporate Governance Statement, Simon Dulhunty has served on the Board for approximately nine years. Given the Board and executive restructure undertaken in January 2023, the Board considers that Mr Dulhunty’s period of service does not interfere with his independence from management, substantial shareholders and his ability to act in the best interests of the Company as a whole.
2.4	A majority of the board of a listed entity should be independent directors.	Yes	Three of the four Directors of the Company are considered to be independent. The Board comprises three independent non-executive directors (Mr Simon Dulhunty, Ms Rebekah Giles and Ms Anna Massion) and one executive Director (Mr Matt Davey, President and Executive Chair).
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.	Partially	Mr Matt Davey, the Company’s President and Executive Chair, is not the same person as the CEO of the Company. However, Mr Matt Davey is not considered to be an independent Director due to his substantial shareholding in the Company and his role as an executive. The CEO of the Company, Mr Jake Henson, is not a Director of the Company. The Board believes that the Company’s circumstances are currently best served with Matt Davey serving as Executive Chair, notwithstanding the non-compliance with Recommendation 2.5, and is satisfied that the three independent

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			directors provide an appropriate level of independence and governance to the Board’s composition having regard to the Company’s size and circumstances.
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.	Yes	The Nomination and Remuneration Charter sets out the responsibility of the Nomination and Remuneration Committee for ensuring that the Company: • has a program for inducting new directors and providing appropriate professional development opportunities for continuing directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively; and • reviews whether the existing directors have the skills, knowledge and familiarity with the Company and its operating environment required to fulfil their role on the Board and on committees effectively and, where any gaps are identified, considers what further training or development could be undertaken to fill those gaps. Please refer to the Company’s Nomination and Remuneration Committee Charter available via the Company’s website, https://betmakers.com/investors/corporate-governance/.
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	Yes	As detailed in its Code of Conduct the Company is committed to conducting all of its business activities fairly, honestly with a high level of integrity, and in compliance with all applicable laws, rules and regulations. The Board, management and employees are dedicated to high ethical standards and recognise and support the Company’s commitment to compliance with these standards. Please refer to the Company’s Code of Conduct available via the Company’s website, https://betmakers.com/investors/corporate-governance/.
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.	Yes	The Board has adopted a formal Code of Conduct to be followed by all employees and officers (including Directors). The key aspects of the Code of Conduct require all employees and officers to: • act with honesty, integrity and fairness and in the best interests of the Company and in the reasonable expectations of Shareholders; • act in accordance with all applicable laws, regulations, policies and procedures, including the Company’s regulatory and licensing requirements; • take responsibility and accountability for individuals for reporting and investigating reports of unethical practices; and • use the Company’s resources and property properly. Please refer to the Company’s Code of Conduct available via the Company’s website, https://betmakers.com/investors/corporate-governance/.
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the Board or a committee of the Board is informed of any material incidents reported under that policy.	Yes	The Company’s Whistleblower Policy is available on the Company’s website,https://betmakers.com/investors/corporate- governance/. Any complaint lodged by a Whistleblower will be investigated and copies of all investigation reports will be provided to the Board or Audit & Risk Committee by the relevant Whistleblower Protection Officer.
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.	Yes	The Company’s Anti-Bribery and Corruption Policy is available on the Company’s website, https://betmakers.com/investors/corporate-governance/. All material breaches of the Anti-Bribery and Corruption Policy must be reported immediately to the Board.

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PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING

PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING	PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING	PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING	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.	Yes	The Board has established an Audit and Risk Committee and adopted the Audit and Risk Committee Charter which provides for the processes to be employed in independently verifying and safeguarding the integrity of the Company’s corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. As at the date of this Corporate Governance Statement, the Audit & Risk Committee comprises: • Chair: Anna Massion (Independent non-executive Director); • Member: Rebekah Giles (Independent non-executive Director); and • Member: Simon Dulhunty (Independent non-executive Director). Nick Chan ceased to be a member of the Audit and Risk Committee when he resigned as a Director on 31 October 2023. During the Reporting Period, the number of Audit and Risk Committee meetings and the individual attendances of the members at those meetings are as follows: Director Number Eligible to Attend Number Attended Nick Chan 2 2 Simon Dulhunty 3 3 Anna Massion 3 3 Rebekah Giles 3 3 The relevant qualification and experience of the members of the Audit and Risk Committee are disclosed in the Annual Report. Please also refer to the Company’s Audit and Risk Committee Charter available via the Company’s website, https://betmakers.com/investors/corporate-governance/.
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.	Yes	As set out in the Company’s Audit and Risk Committee Charter, the Audit and Risk Committee ensures that the Company complies with its legal obligations, including to require the Chief Executive Officer and/or Chief Financial Officer (or such other persons as required under the Corporations Act 2001 (Cth)) to provide declarations in relation to the Company’s financial reports required by both section 295A of the Corporations Act 2001 (Cth) and this Recommendation 4.2 (CEO and CFO Declarations). During the Reporting Period, the CEO and CFO Declarations for each relevant financial period were delivered to the Audit and Risk Committee and the Board before it approved the Company’s financial statements for each financial period. The Company has also obtained CEO and CFO Declarations before the lodgement of each Appendix 4C relating to the Reporting Period. Please refer to the Company’s Audit and Risk Committee Charter and Risk Management Policy available via the Company’swebsite, https://betmakers.com/investors/corporate-governance/.
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.	Yes	As set out in the Company’s Audit and Risk Committee Charter, the Audit and Risk Committee is responsible for ensuring that any periodic corporate report the Company releases to the market that has not been subject to audit or review by an external auditor discloses the process taken to verify the integrity of its content. During the Reporting Period, the Board reviewed and approved the release of each unaudited periodic corporate report to confirm the integrity of the report and was given the opportunity to question management as to its content and review anysource documentation(if requested)to ensure that the content is materiallyaccurate andprovides investors with

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			appropriate information. The Company has also obtained CEO and CFO Declarations before the lodgement of each Appendix 4C relating to the Reporting Period. Please also refer to the Company’s Audit and Risk Committee Charter available via the Company’s website, https://betmakers.com/investors/corporate-governance/for furtherdetails.
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.	Yes	The Company has adopted a Continuous Disclosure Policy to ensure compliance with its continuous disclosure obligations under the Listing Rules. The Policy establishes procedures that seek to ensure that Directors and management are aware of, and fulfil, their obligations in relation to the timely disclosure of material price-sensitive information to ensure all parties are informed of the Company’s activities and performance. Please refer to the Company’s Continuous Disclosure Policy available via the Company’s website, https://betmakers.com/investors/corporate-governance/.
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	Yes	Under the Company’s Continuous Disclosure Policy, all members of the Board receive material market announcements promptly after they have been made. The Company has appointed the Company Secretary as the person responsible for ensuring that the Board receives copies of all material or price sensitive market announcements promptly after they have been released by ASX to the market. Final material market announcements are also circulated to all members of the Board prior to lodgement. Please refer to the Company’s Continuous Disclosure Policy available via the Company’s website, https://betmakers.com/investors/corporate-governance/, for further details.
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.	Yes	All new and substantive investor or analyst presentation materials are released on the ASX Markets Announcement Platform ahead of such presentations being given. Please refer to the Company’s Continuous Disclosure Policy available via the Company’s website, https://betmakers.com/investors/corporate-governance/, for further details.
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.	Yes	Information regarding the Company its business and its governance is available on its website, https://betmakers.com/future-vision/.
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	Yes	The Company’s Shareholder Communications Policy establishes procedures to ensure that Shareholders are provided with sufficient information to assess the performance of the Company and are informed of all major developments affecting the affairs of the Company in accordance with all applicable laws, including but not limited to Company announcements, shareholder meetings, and open communication with the Company Secretary and the Company’s share registry. The Company has also engaged an investor relations consultant to facilitate and support engagement with investors. Please refer to the Company’s Shareholder Communications Policy available via the Company’s website, https://betmakers.com/investors/corporate-governance/.
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	Yes	Shareholders are encouraged to participate at all general meetings and AGMs of the Company. The Company’s Shareholder Communications Policy establishes procedures to encourage effective participation at general meetings of the Company. Shareholders are encouraged to submit questions or requests for information directly to the Company, and attend and participate at general meetings. At each general meeting, shareholders are also given the opportunity to ask questions on each item of business. Please refer to the Company’s Shareholder Communications Policy available via the Company’s website, https://betmakers.com/investors/corporate-governance/.

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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.	Yes	The Company ensures that all substantive resolutions at a meeting of shareholders are decided by a poll rather than by a show of hands. Please refer to the Company’s Shareholders Communications Policy available via the Company’s website, https://betmakers.com/investors/corporate-governance/ for further details.
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.	Yes	The Company’s Shareholder Communications Policy ensures that Shareholders are able to electronically access information relevant to their shareholding in the Company via the Company's online share registry portal. Please refer to the Company’s Shareholder Communications Policy available via the Company’s website, https://betmakers.com/investors/corporate-governance/.
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.	Yes	The Board has established the Audit and Risk Committee and adopted the Audit and Risk Committee Charter and Risk Management Policy which oversees the Company’s risk management framework. As at the date of this Corporate Governance Statement, the Audit & Risk Committee is comprised of: • Chair: Anna Massion (Independent non-executive Director); • Member: Rebekah Giles (Independent non-executive Director); • Member: Simon Dulhunty (Independent non-executive Director); and Nick Chan ceased to be a member of the Audit and Risk Committee when he resigned as a Director on 31 October 2023. During the Reporting Period, the number of Audit and Risk Committee meetings and the individual attendances of the members at those meetings are as follows: Director Number Eligible to Attend Number Attended Nick Chan 2 2 Simon Dulhunty 3 3 Anna Massion 3 3 Rebekah Giles 3 3 Please refer to the Company’s Audit and Risk Committee Charter and Risk Management Policy available via the Company’s website,https://betmakers.com/investors/corporate-governance/.
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.	Yes	The Company’s Audit and Risk Committee Charter sets out the responsibility of the Audit and Risk Committee for ensuring that the Company’s risk management plan framework is reviewed at least annually. During the Reporting Period the Audit and Risk Committee reviewed the Company’s risk management procedures and overall framework with a view to satisfying itself that the risk management framework continues to be sound and that the Company is operating with due regard to the risk appetite set by the Board. Please refer to the Company’s Audit and Risk Committee Charter and Risk Management Policy available via the Company’s website,https://betmakers.com/investors/corporate-governance/.
7.3	A listed entity should disclose:	Yes	The Company does not have an internal audit function. The Company’s Audit and Risk Committee Charter and Risk Management Policy govern the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes. In

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	(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.		particular, the Risk Management Policy provides that Management is responsible for designing and implementing risk management and internal compliance and control systems to identify the material risks facing the Group. Management must regularly monitor and evaluate the effectiveness of these processes and risk plans and the performance of employees implementing them including through the procedures listed in Schedule A of the Risk Management Policy. Management must ensure that the directors and the Audit and Risk Committee are regularly informed of material risk management issues and actions and may report to the directors or the Audit & Risk Committee on risk management issues. As at the date of this Corporate Governance Statement, the Board and the Audit and Risk Committee consider that the process employed pursuant to the Audit & Risk Committee Charter, in conjunction with its Risk Management Policy, are sufficient processes for evaluating and continually improving the effectiveness of its risk management and internal control processes for a company of its size and complexity. Please refer to the Company’s Audit and Risk Committee Charter and Risk Management Policy available via the Company’s website,https://betmakers.com/investors/corporate-governance/.
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	Please refer to the Directors’ Report in the Annual Report in respect of the Company’s exposure to environmental and social risks and its initiatives in relation to managing its environmental and social risks. In accordance with the Audit and Risk Committee Charter, the Audit and Risk Committee is responsible for reviewing whether the Company has any material exposure to any environmental and social risks. Given the nature and size of the Company's business and operations, the Company has not identified any material exposure to environmental risks. Social risk assessment (across areas such as ethical conduct, labour management, community engagement, diversity and inclusion, health and safety, customer privacy and cyber security, consumer protection, modern slavery, and human rights) form part of the overall risk management framework overseen by the Board and the Audit & Risk Committee. For further information, please refer to the Audit and Risk Committee Charter, the Risk Management Policy and the Company’s ESG Update available via the Company’s website, https://betmakers.com/investors/corporate-governance/.
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	Yes	The Board has established the Nomination and Remuneration Committee and adopted the Nomination and Remuneration Committee Charter and Remuneration Policy for the purpose of establishing processes for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. As at the date of this Corporate Governance Statement, the Nomination & Remuneration Committee comprises: • Chair: Rebekah Giles (Independent non-executive Director); • Member: Anna Massion (Independent non-executive Director); and • Member: Simon Dulhunty (Independent non-executive Director). It is noted that, during the Reporting Period, Nick Chan stepped down as a member of the Nomination & Remuneration Committee on 31 October 2023 when he resigned as a Director. During the Reporting Period, the number of Nomination and Remuneration Committee meetings and the individual attendances of the members at those meetings are as follows: Director Number Eligible to Attend Number Attended Nick Chan 2 2

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	executives and ensuring that such remuneration is appropriate and not excessive.		Simon Dulhunty 3 3 Anna Massion 3 3 Rebekah Giles 3 3 Please refer to the Company’s Nomination and Remuneration Committee Charter and Remuneration Policy available via the Company’s website,https://betmakers.com/investors/corporate-governance/.
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	Yes	The Company’s policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives is set out in the Remuneration Report contained within the Annual Report each year. Please refer to the Annual Report for the Reporting Period and the Company’s Nomination and Remuneration Committee Charter and Remuneration Policy available via the Company’s website, https://betmakers.com/investors/corporate-governance/.
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.	Yes	The Company has implemented a Long Term Incentive Plan (LTIP) to assist in the reward, retention and motivation of executives and key employees of the Group (Participants). Under the LTIP, the Company may grant securities, options or performance rights to its employees as part of their remuneration entitlements. These grants will usually be subject to the satisfaction of performance hurdles before they vest and become exercisable by the employee. Employees are not permitted to use derivatives in relation to any unvested LTIP securities. Employees may use derivatives in relation to vested LTIP Securities provided any trading complies with the balance of the Securities Trading Policy. Please see the Securities Trading Policy available via the Company’s website, https://betmakers.com/investors/corporate-governance/.

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