BLACKWALL LIMITED — Governance Information 2023

Aug 28, 2023

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

BlackWall Limited

ABN/ARBN 37 146 935 131	Financial year ended:
37 146 935 131	30 June 2023

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

These pages of our ☐ annual report: This URL on our https://blackwall.com.au/uploads/Group-Corporate-Governance- ☑ website: Statement-2022-23.pdf

The Corporate Governance Statement is accurate and up to date as at 29 August 2023 and has been approved by the board. The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 29 August 2023 Name of authorised officer Agata Ryan authorising lodgement: Company Secretary

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

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

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

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

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

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

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

See notes 4 and 5 below for further instructions on how to complete this form.

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

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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

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

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

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

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

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

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

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

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

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	☑ If the entity complies with paragraph (a): and we have disclosed a copy of the charter of the committee at: …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: …………………………………………………………………………….. [insert location] If the entity complies with paragraph (b): and we have disclosed the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively at: Set out in our Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	☑ and we have disclosed our board skills matrix at: Board Matrix	☐ 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: Set out in our Corporate Governance Statement and, where applicable, the information referred to in paragraph (b) at: Set out in our Corporate Governance Statement and the length of service of each director at: Set out in our Corporate Governance Statement	☐ set out in our Corporate Governance Statement

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
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: Set out in our Corporate Governance Statement	☐ set out in our Corporate Governance Statement
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	☑ and we have disclosed our code of conduct at: Code of Conduct	☐ 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: Whistleblower Policy	☐ 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: Anti-bribery and Corruption Policy	☐ set out in our Corporate Governance Statement

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

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

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

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	☑ and we have disclosed our continuous disclosure compliance policy at: Continuous Disclosure Policy	☐ 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: www.blackwall.com.au	☐ 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: Set out in our Corporate Governance Statement	☐ set out in our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	☑	☐ set out in our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	☑	☐ set out in our Corporate Governance Statement

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	☑ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework at: Set out in our Corporate Governance Statement	☐ 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: Set out in our Corporate Governance Statement	☐ set out in our Corporate Governance Statement

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	☑ [If the entity complies with paragraph (a):] and we have disclosed how our internal audit function is structured and what role it performs at: Set out in our Corporate Governance Statement [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: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	☑ and we have disclosed whether we have any material exposure to environmental and social risks at: Set out in Corporate Governance Statement and, if we do, how we manage or intend to manage those risks at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

Page 10

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	☑ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: Set out in our Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	☑ and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives at: Set out in our Corporate Governance Statement	☐ 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: BlackWall Group Securities Trading Policy	☐ set out in our Corporate Governance StatementOR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.	☐ and we have disclosed information about the processes in place at: ……………………………………………………………………… [insert location]	☐ set out in our Corporate Governance Statement OR ☑ we do not have a director in this position and this recommendation is therefore not applicable OR ☐ 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

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	☐ and we have disclosed the terms governing our remuneration as manager of the entity at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

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

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2022/23 CORPORATE GOVERNANCE STATEMENT

BlackWall Group

The Board of Directors of BlackWall Limited is responsible for the corporate governance of the BlackWall Group ( BlackWall or Group ). The Group operates a number of listed and unlisted registered schemes. This corporate governance statement applies to both BlackWall Limited and the ASX-listed stapled security, WOTSO Property (comprising BlackWall Property Trust, WOTSO Limited and Planloc Limited). The Board of directors of the responsible entity for these registered schemes, WOTSO Limited and Planloc Limited is comprised of the same directors as BlackWall Limited. A reference in this document to the Board is a reference to the Board of directors of BlackWall Limited, and its wholly-owned responsible entities from time to time, WOTSO Limited and Planloc Limited.

To the extent they are applicable and appropriate for the Group’s size and nature, the Group has adopted the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations Fourth Edition.

This Corporate Governance Statement has been approved by the Board for the year ended 30 June 2023.

CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	COMPLIANCE	COMPLIANCE	REASON FOR NON-COMPLIANCE
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	The Board has adopted a formal Board Charter which sets out the respective roles and responsibilities of the Board and management and those matters expressly reserved to the Board and those delegated to management.		N/A
	(b) those matters expressly reserved to the board and those	The Board Charter is available on BlackWall’s website at:
	delegated to management.	Board Charter
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	Prior to appointment, police checks and background checks (including ASIC personal name searches, bankruptcy searches and searches of the High Court and Federal Court) are undertaken for each director.		N/A
	(b) provide securityholders with all material information in its possession relevant to a decision on whether or not	Directors are their resume.	also required to provide BlackWall with a copy of
	to elect or re-elect a director.	BlackWall provides members with a biography of each director to
		assist members in their decision on whether to elect or re-elect the
		director. This information is also included in the Group’s Annual
		and Half-Year	Reports.

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CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	COMPLIANCE	REASON FOR NON-COMPLIANCE
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Senior executives have employment agreements setting out the terms of their appointment.	The directors do not have written agreements setting out the terms of their appointment because the constitution and the ASX Listing Rules govern the term
			of each director’s appointment. Directors
			are required to retire by rotation.
			Common law and the Corporations Act
			govern the duties of directors. Members
			are required to approve the maximum
			fees paid to directors.
1.4	The company secretary of a listed entity should be	The appointment of the Company Secretary is approved by	N/A
	accountable directly to the board, through the chair, on all	resolution of the Board. The Company Secretary is charged with
	matters to do with the proper functioning of the board.	the responsibility of:
		• timely preparation and distribution of Board papers;
		• attendance at Board meetings and meaningful minute-taking;
		and
		• maintaining policies and procedures.
1.5	A listed entity should: (a) have and disclose a diversity policy;	The Group has adopted a Diversity Policy. The Diversity Policy can be found at:	N/A
	(b) through its board or a committee of the board set	Diversity Policy
	measurable objectives for achieving gender diversity in
	the composition of its board, senior executives and workforce generally; and	The Group’s progress towards achieving its diversity objectives is set out below:
	(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	1. Recruitment:A significant proportion of the Group’s employees come from different ethnic backgrounds. The gender mix is set out below:
	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

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ORATE GOVERNANCE COUNCIL RECOMMENDATION COMPLIANCE REASON FOR NON-COMPLIANCE	ORATE GOVERNANCE COUNCIL RECOMMENDATION COMPLIANCE REASON FOR NON-COMPLIANCE
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	Female (No.) Female (%) Male (No.) Male (%) Board 1 20% 4 80% Executive Management2 50% 2 50% Other 88 83% 18 17%

CORPORATE GOVERNANCE COUNCIL RECOMMENDATION

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

1. Career Development and Promotion: the Group facilitates equal employment opportunities based on relative ability, performance or potential. All employees are treated fairly and evaluated objectively.

2. Safe Work Environment: BlackWall is responsible for taking action against inappropriate workplace and business behaviour including discrimination, harassment, bullying, victimisation and vilification. The Group was not required to take action against any inappropriate workplace behaviour during the reporting period.

3. Flexibility in the Workplace: the Group has a culture that recognises the benefits of flexible working arrangements. During the reporting period the Group provided assistance to its employees allowing them to work flexibly, particularly as the Group responded to the COVID-19 lockdowns.

4. Succession plans the Group’s culture and management structure facilitates on-the-job training and encourages further professional development and succession.

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CORPORATE GOVERNANCE COUNCIL RECOMMENDATION COMPLIANCE REASON FOR NON-COMPLIANCE

REASON FOR NON-COMPLIANCE The Board does not have a formal evaluation process. The Board prefers to evaluate and monitor its effectiveness by reference to the growth and success of the business. If an issue is identified with the performance of any particular member, it is raised when the issue is identified rather than at the end of a specified period.

• 1.6 A listed entity should:

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

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

• 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 was undertaken in accordance with that process during or in respect of that period.

One of the Board’s fundamental responsibilities is overseeing and monitoring the performance of the Joint Managing Directors.

The Board undertakes an ongoing review process of the Joint Managing Directors’ performance. This is based on criteria, including the business performance of the Group as set out in the papers presented to the Board at bi-monthly Board meetings.

The Joint Managing Directors undertake performance reviews of Senior Executives during each reporting period.

N/A

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CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	COMPLIANCE	REASON FOR NON-COMPLIANCE
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:	The Group currently does not have a separate nomination committee. The roles and responsibilities of a nomination committee are currently undertaken by the full Board.	N/A
	(1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director,	Board members both executive and non-executive are material investors in the Group’s securities. The Board’s view is that all Board members should have a material holding of securities of the
	and disclose:	Group to align interests of directors with the interests of members.
	(3) the charter of the committee;	The Board comprises a varied balance of skills ranging from
	(4) the members of the committee; and	finance, funds management, property and legal. The Group
	(5) as at the end of each reporting period, the number of	believes the Board has the right balance of skills, knowledge and
	times the committee met throughout the period and	experience to effectively discharge its duties.
	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.
2.2	A listed entity should have and disclose a board skills matrix	The Group’s Board Skills Matrix can be found at:	N/A
	setting out the mix of skills and diversity that the board	Board Skill Matrix
	currently has or is looking to achieve in its membership.

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CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	COMPLIANCE	REASON FOR NON-COMPLIANCE
23 A listed entity should disclose:	The Board consists of:	N/A

• 2.3 A listed entity should disclose:

• (a) the names of the directors considered by the board to be independent directors;

• one Independent Director, Richard Hill; and

• four Non-Independent Directors, Jessica Glew and Timothy Brown, who each act in an executive capacity, Seph Glew (Chairman) and Robin Tedder who each act in a nonexecutive capacity.

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

The length of service of each director is as follows:

• Seph Glew – 13 years

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

• Richard Hill – 13 years

• Robin Tedder – 13 years

• Timothy Brown – 5.5 years

• Jessica Glew – 4 years

• 2.4 A majority of the board of a listed entity should be independent directors.

Of the five Board positions:

• two are held by members who are significant investors;

• one is held by an independent director who has a material investment in the Group;

• one is held by the Chief Operating Officer (who also holds a material investment in the Group); and

• one is held by the Chief Financial Officer (who also holds a material investment in the Group).

Accordingly, the Group has not adopted recommendation 2.4. The Board believes that Board members should have a material financial interest in the business to align their interests with members.

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CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	COMPLIANCE	REASON FOR NON-COMPLIANCE	REASON FOR NON-COMPLIANCE	REASON FOR NON-COMPLIANCE
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.		The Group has not adopted recommendation 2.5 in its entirety. Whilst the Chairman is not the CEO, the Group believes that the Chairman should
			have a material financial interest in the
			business to align their interests with
			members.
2.6	A listed entity should have a program for inducting new	The Company Secretary is charged with the responsibility of	N/A
	directors and provide appropriate professional	inducting new directors which includes training on the Group’s
	development opportunities for directors to develop and	policies and procedures. The Company Secretary also
	maintain the skills and knowledge needed to perform their	recommends training and development programs to be
	role as directors effectively.	undertaken by directors.
Principle 3 – Instill a culture of acting lawfully, ethically and responsibly
3.1	A listed entity should articulate and disclose its values.	The Group’s values are disclosed in and implicit from the Code of	N/A
		Conduct.
3.2	A listed entity should:	The Group has adopted a Code of Conduct, which can be accessed	N/A
	(a) have and disclose a code of conduct for its directors,	at_:_
	senior executives and employees; and	Code of Conduct
	(b) ensure that the board or a committee of the board is informed of any material breaches of that code.	The Board is notified of any material breaches.
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and	The Group has adopted a whistleblower policy, which can be accessed at:	N/A
	(b) ensure that the board or a committee of the board is	BlackWall Whistleblower Policy
	informed of any material incidents reported under that policy.	The Board is notified of any material breaches.
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption	The Group has adopted an anti-bribery and corruption policy, which can be accessed at:	N/A
	policy; and	Group Anti-Bribery Fraud and Corruption Risk Management
	(b) ensure that the board or a committee of the board is informed of any material breaches of that policy.	The Board is informed of any material breaches.

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CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	COMPLIANCE	REASON FOR NON-COMPLIANCE
Principle 4 – Safeguard integrity in corporate reporting
4.1	The board of a listed entity should: (a) have an audit committee which:	The Group currently has a separate Audit Committee. The roles and responsibilities of the Audit Committee are set out in the Audit Committee Charter. This charter can be accessed at:	The Audit Committee currently consists of two members – Non-Executive Directors Robin Tedder and Richard Hill.
	(1) has at least three members, all of whom are non- executive directors and a majority of whom are	Audit Committee Charter	The Audit Committee is chaired by Robin Tedder.
	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	The qualifications and experience of Robin Tedder and Richard Hill can be found in the 2023 Annual Report and at: https://blackwall.com.au/directors-and-senior-executives/ The Audit Committee met twice during the reporting period and both Robin Tedder and Richard Hill attended each meeting.	Given the composition of the Board and the size of the Group, Recommendation 4.1 is not complied with because there are only two members and although they are non-executive directors, only one is considered independent.
	members of the committee; and		The Board takes the view that the
	(5) in relation to each reporting period, the number of		Committee as constituted can discharge
	times the committee met throughout the period and		its role effectively without the undue
	the individual attendances of the members at those		expense of appointing three members.
	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 the The Group’s Joint Managing Directors provide this declaration to N/A the Board for the reporting period.

• 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.

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CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	COMPLIANCE	REASON FOR NON-COMPLIANCE
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.	Any periodic corporate reports that are not audited or reviewed by an external auditor are reviewed by the executive management team and the Board and must be authorised for lodgement by the Company Secretary.	N/A
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	The Group has adopted a Continuous Disclosure Policy, which can be accessed at:	N/A
	listing rule 3.1.	Continuous Disclosure Policy
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they	The Board receives copies of all material market announcements and investor communications.	N/A
	have been made.
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the	Any such presentation materials are released to the market ahead of the presentation.	N/A
	presentation materials on the ASX Market Announcements
	Platform ahead of the presentation.
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.	The Group maintains a website which contains information about itself and its governance policies at:	N/A
		blackwall.com.au
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	The Group’s approach to investor relations is to provide investors with direct access to the Joint Managing Directors and senior executives to facilitate open and candid communication between	N/A
		the Group and its investors.
		The Group aims to use plain English in its communications.
		Investors are encouraged to contact the Group if they have any
		queries regarding their investment or the business. Contact
		details are provided on the Group’s website and, where
		appropriate, on ASX announcements.

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CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	COMPLIANCE	REASON FOR NON-COMPLIANCE
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	The Group encourages participation at general meetings through the following means:	N/A
		• well set out and easy to read Notices of Meeting and
		Explanatory Memoranda;
		• placing copies of Notices of Meetings and Explanatory
		Memoranda on the Group’s website;
		• enabling electronic and hard copy proxy voting facilitated by
		the Group’s security registry;
		• facilitating virtual attendance at meetings; and
		• proxy solicitation programs (when appropriate).
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather	The Group conducts all substantial resolutions at security holder meetings by poll.	N/A
	than by a show of hands.
6.5	A listed entity should give security holders the option to receive communications from, and send communications to,	The Group encourages investors to choose email as their preferred method of communication. The Group’s security registry	N/A
	the entity and its security registry electronically.	facilitates electronic communication so members can access details about their holding.
		Most investors have elected to receive their communications,
		including the relevant Annual Report, electronically.
		Investors may contact the Group by email using the email address
		listed in communications and on the ‘contact us’ section of the
		website.

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CORPORATE GOVERNANCE COUNCIL RECOMMENDATION COMPLIANCE REASON FOR NON-COMPLIANCE Principle 7 – Recognise and manage risk 7.1 The board of a listed entity should: Given the nature and scale of the Group’s operations, the Board N/A monitors the risks to the Group’s operations. As such the Group (a) have a committee or committees to oversee risk, each of does not have a separate risk committee but has adopted a riskwhich: reporting regime which forms part of the Board papers presented (1) has at least three members, a majority of whom are at each Board meeting.

  - (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.

• 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

The Board evaluates the Group’s risk management framework. A N/A review was undertaken during the reporting period.

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

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CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	COMPLIANCE	REASON FOR NON-COMPLIANCE
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	The Group has an internal audit function which consists of senior executives with skills across audit, accounting, finance and law. The internal audit function serves to:	N/A
	(b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually	• evaluate the reliability and integrity of information and information systems; and
	improving the effectiveness of its risk management and internal control processes.	• evaluate the systems established to ensure compliance with policies, plans, procedures, laws, and regulations which could
		have a significant impact on the organisation.
		The internal audit function operates informally under a flat
		management structure.
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.	The Group has material exposure to economic risk similar to those faced by other fund management, property and operations businesses. A downturn in the economy, interest rate fluctuations, inflation, access to debt and capital markets and changes in	N/A
		government fiscal policies may adversely affect the operating and
		financial performance of the Group. The Group manages these
		risks by continually monitoring the macro-economic environment
		and entering into interest rate hedging where required.

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CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	COMPLIANCE	REASON FOR NON-COMPLIANCE
Principle 8 – Remunerate fairly and responsibly
8.1	The board of a listed entity should: (a) have a remuneration committee which:	Given the nature and scale of the Group’s operations, the role of the remuneration committee is carried out by the full Board. The Board considers that no efficiencies or other benefits would be	N/A
	(1) has at least three members, a majority of whom are	gained by establishing a separate Remuneration Committee.
	independent directors; and (2) is chaired by an independent director,	The Board actively encourages and promotes efficiency, innovation and entrepreneurialism. Senior management
	and disclose:	meetings are held weekly to discuss issues and opportunities. The
	(3) the charter of the committee;	Joint Managing Directors and Senior Executives are remunerated
	(4) the members of the committee; and (5) as at the end of each reporting period, the number of	on the basis of the Board’s consideration of the employees’ responsibilities and performance, the Group’s financial position and market conditions.
	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.
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	BlackWall’s practices regarding the remuneration of non- executive directors and the remuneration of executive directors and other senior executives are set out in the Annual Report of	N/A
	other senior executives.	BlackWall Limited accessible at:
		blackwall.com.au/invest/
8.3	A listed entity which has an equity-based remuneration scheme should:	The Group’s Securities Trading Policy regulates how directors, senior executives and other employees involved in the Group can	N/A
	(a) have a policy on whether participants are permitted to enter into transactions (whether through the use of	deal in WOT or BWF securities. A copy of the policy can be accessed here:
	derivatives or otherwise) which limit the economic risk	Securities Trading Policy
	of participating in the scheme; and
	(b) disclose that policy or a summary of it.

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