COBRE LIMITED — Governance Information 2021

Sep 26, 2021

Cobre Limited (ACN 626 241 067) (“Company”) CORPORATE GOVERNANCE STATEMENT

Cobre Limited ( Cobre or Company ) is committed to conducting its business activities and governing the company in accordance with the ASX Corporate Governance Council’s ( Council ) Corporate Governance Principles and Recommendations ( Recommendations ) to the extent appropriate to the size and nature of the Company’s operations. This Corporate Governance Statement ( Statement ), provided pursuant to ASX Listing Rule 4.10.3, details the extent to which the Company has followed the ASX Council’s Recommendations across the 2021 Financial Year ( FY2021 ) and up to the date of approval of this Statement.

The Company’s corporate governance practices are structured with reference to the fourth edition of the Recommendations including the 8 principles and 35 specific recommendations included therein.

While listed entities are entitled not to adopt the Recommendations in whole or in part, the ASX requires that an entity explain why it has not adopted any particular recommendation on an “if not, why not” basis. The table set out below identifies which Recommendations the Company follows and which it does not and provides reasons for not following those Recommendations as well as alternate governance practices (if any) the Company intends to adopt, or has adopted, instead of those Recommendations.

The Company’s corporate governance policies together with a copy of this Statement are all available on the Investor section of the Company’s website at www.cobre.com.au ( Website ). This Statement was approved by a resolution of the Board of the Company dated 27 September 2021 and is effective as at the same date and is in addition to and supplements the Company’s Appendix 4G and Annual Report to Shareholders, both of which are lodged with the ASX together with this Statement.

All corporate governance policies have been adopted by the Company. All references to “the Board ” below are references to the board of the Company. All references to “ Shareholders ” below are references to shareholders of the Company.

		Principle 1: Lay Solid Foundations for Management and Oversight	A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review theirperformance.
		Recommendations
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.	The Company complies with this recommendation. (a) The Company’s Corporate Governance Plan includes a Board Charter which sets out the principles for the operation of the Board and describes the functions of the Board and the functions delegated to management of the Company. (b) Clause 3 of the Board Charter sets out the responsibilities and functions of the Board including those functions which the Board delegates to the Managing Director (MD) under clause 8. Clause 8 sets out the

		responsibilities delegated to the MD and management and clause 5.2 sets out the responsibilities delegated to the company secretary.
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 securityholders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	The Company complies with this recommendation. (a) All of the Company’s current directors have undergone bankruptcy and police checks as part of the Company’s due diligence process prior to its Admission to the ASX. There have not been any appointments to the Board since the Company’s admission. Prior to the appointment of any future directors, the Board will also ensure that bankruptcy and criminal history checks, as well as any other checks the Board considers relevant (such as with respect to character, experience and education), will be undertaken prior to the appointment of that person as required under clause 4.3 of the Board Charter . (b) Clause 4.3 states that the Board will ensure that the Company provides shareholders with all material information relevant to enable shareholders to make an informed decision on whether or not to elect or re-elect a director. Clause 4.3 of the Board Charter provides that the names of candidates submitted for election or re-election as a director should be accompanied by all, material information including, in part: - “… biographical details (including relevant qualifications, skills and experience)”; - “… a statement whether the board does or does not support the election or re-election of the individual”; - “… details of other material directorships held by the individual”; and - “… a statement whether the Board considers the individual is an independent director”.
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	The Company complies with this recommendation. The Company has a written agreement in place with each director setting out the terms of their appointment, as required under clause 4.5 of the Board Charter.
1.4	The company secretary of a listed entity should be accountable directly to the board,	The Company complies with this recommendation.

	through the chair, on all matters to do with the proper functioning of the board.	Clause 5.2 of the Board Charter provides that the secretary is accountable to the Board on all matters to do with the proper functioning of the Board and any committee, when established. The Secretary is generally responsible for carrying out the administrative and legislative requirements of the Board. The Secretary holds primary responsibility for ensuring that the Board processes, procedures and policies run efficiently and effectively.
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.	The Company complies with this recommendation. The Company has a Diversity Policy which applies to the directors of the Company. Clause 2.2 of the Diversity Policy provides that the Board is responsible for setting measurable objectives to promote gender diversity and the Company’s progress in achieving them. The Diversity Policy’s effectiveness is measured at least annually and at this stage the Company has not yet set any measurable objectives under the Policy as there have not been appointments to the Board or in senior management roles and no such appointments are contemplated at this time. The Diversity Policy is disclosed on the Company’s website. Clause 2.4 of the Diversity Policy provides that the Objectives set for a reporting period and the progress towards achievement of those Objectives will be disclosed annually. This will include disclosure of (i) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce of the Company and (ii) where the entity is a “relevant employer”, the additional information required thereunder. Currently, all 4 Board members are men and the Company does not employ and senior executives. This will continue to be reviewed as the Company grows. The Company is not a “relevant employer”.
1.6	A listed entity should: (a) have and disclose a process for periodicallyevaluatingtheperformance	The Company complies with this recommendation.

		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.	(a) Clause 3.4 of the Board Charter provides that the Board will regularly carry out a formal review of its performance, its committees and each director. (b) The Board will disclose in relation to each reporting period whether a performance evaluation was undertaken in the reporting period in accordance with that process. No such formal evaluation occurred in FY2021 however as the Company grows and the Board and senior executives engaged by the Company expands, a formal performance evaluation will take place. Since the Company listed in early 2020 there have not been any changes to the Board or senior executive appointments.
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.	The Company complies with this recommendation. (a) Clause 3.4 of the Board Charter provides that the Board will regularly carry out a formal review of the performance of its senior executives as required. (b) Each year the Board will disclose confirmation that this review has taken place in the reporting period in accordance with that process. The Company does not currently employ any senior executives.
		Principle 2: Structure the Board to be effective and add value	The Board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry in which it operates, to enable it to discharge its duties effectively, and to add value.
		Recommendations
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	The Company doesnotcurrently comply with this recommendation. As per (b), the Board does not have a nomination committee at present and will consider establishing such a committee when the Company’s Board, size, complexity and operations warrant the establishment of a committee. As part of its ongoing review of its performance, the Board will review and assess the skill set on the Board and whether the skill set at that time is appropriate for the company or whether there are any gaps in skill sets that need to be filled to enable the Board to

	(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.	discharge its operations and obligations more effectively.
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.	The Company complies with this recommendation. Clause 3.4 (a) of the Board Charter sets out the aim of the Board to have an appropriate mix of skills, experience, expertise and diversity relevant to the Company’s business and the Board’s duties and responsibilities. The Company’s board skills matrix is disclosed in the Company’s annual report and on the Company’s website which contains the biography of each director.
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 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.	The Company complies with this recommendation. (a) The Board currently considers Michael Addison to be the only independent director; (b) The Board does not consider that Mr Addison has an interest, position, association or relationship of the type described in Box 2.3 but, will disclose in future annual corporate governance statements any circumstances which the board is of the opinion compromise the independence of Mr Addison or any director, including the nature of the interest, position, association or relationship in question and an explanation of why the Board is of that opinion; and (c) Mr Holland and Mr Sissian were appointed to the Board on 18 May 2018, Mr McNeilly on 6 November 2019 and Mr Addison on 25 November 2019.
2.4	A majority of the board of a listed entity should be independent directors.	The Company doesnotcomply with this recommendation at present as Mr Addison is the only independent director of the Company’s 4 directors.
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 Company doesnotcomply with this recommendation as Mr Holland is the Managing Director and Executive Chairman. The Board is satisfied thatgiven the stage and

			complexity of the Company’s operations as a junior exploration entity that an independent director is not required at this time.
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.	The Company complies with this recommendation. Clause 4.5 of the Board Charter provides that directors are expected to participate in induction or orientation programs upon their election or appointment, and any continuing education or training arranged by the Company for them from time to time. Upon being appointed to the Board, all directors are provided with copies of the Company’s policies, Constitution, insurances, previous Board minutes and any other documents requested bythe individual.
		Principle 3: Instil a culture of acting lawfully, ethically and responsibly	A listed entity should instil and continually reinforce a culture across the organisation of actinglawfully,ethicallyand responsibly.
		Recommendations
3.1		A listed entity should articulate and disclose its values.	Cobre’s statement of Values is clearly displayed on the ‘Corporate Governance’ page of the Company’s website and states: “Cobre Limited is committed to building respectful, inclusive relationships with stakeholders and the communities in which the Company operates. Cobre strives to conduct its business in the most ethical, socially responsible, sustainable and transparent manner possible, at all times acting with integrity and respect for all of its stakeholders. Health and safety of staff and stakeholders, positive and proactive community engagement and best-practice environmental awareness are essential to a successful, sustainable business and value creation in all aspects of Cobre’s exploration.”
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.	The Company complies with this recommendation. (a) The Company has a Code of Conduct which applies to directors, advisors, officers, employees, consultants and contractors of the Company. A copy of the Company’s Code of Conduct is disclosed on its website.

			(b) The Board are informed of any material breaches of the code.
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.	The Company complies with this recommendation. (a) The Company has a whistleblower policy. A copy of the policy is disclosed on its website. (b) The Board are informed of any material incidents reported under thepolicy.
3.4		A listed entity should: (a) Have and disclose an anti-bribery and corruption policy; and (b) Ensure that the board or a committee of the board is informed of any material breaches of that policy.	The Company complies with this recommendation. (a) The Company has an anti-bribery and corruption policy. A copy of the policy is disclosed on its website. (b) The Board are informed of any material breaches of thepolicy.
		Principle 4: Safeguard the integrity of corporate reports	A listed entity should have appropriate processes to verify the integrity of its corporate reports.
		Recommendations
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 engagementpartner.	The Company doesnotcurrently comply with this recommendation. As per (b), the Board does not have an audit committee at present and will consider establishing such a committee when the Company’s Board, size, complexity and operations warrant the establishment of a committee. The Company has a Finance Director as well as an independent equivalent of a Chief Financial Officer and also an external bookkeeper, all of whom are involved to independently verify and safeguard 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 with recommendations to the Board. The Board will also consider the engagement of an external consultant to advise upon the appointment and removal of the external auditor and the rotation of the audit engagement partner, if required, at the appropriate time.

4.2		The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	The Company complies with this recommendation. The Board reviews the Company’s financial statements with its external auditor before approving the statements. The Board is responsible for ensuring that appropriate processes are in place to form the basis upon which the Finance Director and Chief Financial Officer equivalent provide the recommended declarations in relation to the Company’s financial statements. The Board also ensures that it receives the appropriate declarations and assurances including a declaration from the Finance Director and Chief Financial Officer equivalent that the Company’s accounts have been kept in accordance with section 295A of the_Corporations Act 2001 (Cth.)_for the financial year.
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.	The Company ensures that a copy of every announcement to the market is sent to every Board member, Company Secretary, Chief Financial Officer equivalent and Exploration Manager, as appropriate, for review and comment prior to release to the ASX which includes the Company’s Appendix 5B and associated commentary every quarter. The Board is of the view that having each announcement reviewed includes an appropriate and necessary level of oversight of all statements made to the market.
		Principle 5: Make Timely and Balanced Disclosure	A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value of its securities.
		Recommendations:
5.1		A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	The Company complies with this recommendation. The Company has in place a Continuous Disclosure Policy designed to ensure compliance with the ASX Listing Rules on continuous disclosure and to ensure accountability at a Board and, when appointed, senior executive level for compliance and factual presentation of the Company’sposition.
5.2		A listed entity should ensure that its board receives copies of all material market	The Company Secretary ensures that a copy of everymarket announcement isprovided to

		announcements promptly after they have been made.	the Board either immediately before or immediatelyafter release to the ASX.
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.	As stated in the responses to 4.3 and 5.2, the Company ensures that a copy of every announcement to the market is sent to every Board member, Company Secretary and Exploration Manager, as appropriate, for review and comment prior to release to the ASX, which includes any new and substantive investor presentation. The Company Secretary also ensures that a copy of the investor presentation is provided to the Board either immediately before or immediately after release to the ASX.
		Principle 6: Respect the Rights of Security Holders	A listed entity should provide its security holders with appropriate information and facilities to allow them to exercise their rights as securityholders effectively.
		Recommendations:
6.1		A listed entity should provide information about itself and its governance to investors via its website.	The Company complies with this recommendation. The Company provides the necessary information about itself and its governance on its website pursuant to its Shareholder Communication Policy. The Company’s website has a separate tab relating to corporate governance in which a copy of all the Company’s corporate governance policies and appendix 4G are located, along with the latest Board approved corporate governance statement.
6.2		A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	The Company complies with this recommendation. The Company’s Shareholder Communication Policy provides for an investor relations program which actively encourages two-way communication: - through the Company’s AGM, where shareholder participation is actively encouraged and facilitated; and - by providing shareholders with information via the investor section of the Company’s website and the option to receive email communications and send email communications directly to the Company and to the Company’s share registry.

6.3		A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	The Company complies with this recommendation. The Company has in place a Shareholder Communication Policy, a copy of which is disclosed on its website. The Company encourages questions from shareholders at its AGM not only during the course of the AGM itself but also in advance by notification to the Company Secretary which is detailed in the Company’s AGM Notice each year. For any virtual meeting of shareholders, the Company ensures that shareholders can ask questions of the Board during the course of the meeting by either submitting a question in writing or by audio directlyto the Board.
6.4		A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than bya show of hands.	The Company complies with this recommendation.
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.	The Company has such a practice already in place for all shareholders. The Company’s Shareholder Communication Policy provides that securityholders are given the option to receive and send electronic communications directly to the Company and to the Company’s share registry.
		Principle 7: Recognise and Manage Risk	A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework
		Recommendations
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 theprocesses it	The Company doesnotcurrently comply with this recommendation. As per (b), the Board does not have a risk committee at present and will consider establishing such a committee when the Company’s Board, size, complexity and operations warrant the establishment of a committee. The Company has adopted a Risk Management Policy which provides a framework to enable it to identify and manage risk on a continual basis. This Board has established this Policy to ensure the Company has appropriate processes in place to manage risk and establish the Board’s responsibility for managing risk.

		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 (b) disclose, in relation to each reporting period, whether such a review has taken place.	The Company complies with this recommendation. (a) The Company recognises that risks may change over time and effective risk management requires ongoing attention. The Company will, twice annually, review the Risk Management Framework to ensure it continues to be sound, and will disclose, in relation to each reporting period, whether such a review has taken place. (b) The Company has, and will continue to, ensure that a review of the Company’s top risks is on the agenda for, and discussed at, each Board meeting.
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.	The Company complies with this recommendation. (a) The Company des not have an internal audit function. (b) While the Company does not have an internal audit function, in addition to a Finance Director, the Company also has an outsourced Chief Financial officer equivalent and a bookkeeper. The Finance Director and CFO equivalent are responsible for the review and reporting to the Board (twice annually in conjunction with the Company’s half year review and full year audit) on the effectiveness of the Company’s risk management and internal controlprocesses.
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 Company complies with this recommendation. The Company discloses through its investor presentations, annual report and other ASX reporting and announcements, whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.
		Principle 8: Remunerate Fairly and Responsibly	A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of value for security

			holders and with the entity’s values and risk appetite.
		Recommendations
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.	The Company doesnotcurrently comply with this recommendation. As per (b), the Board does not have a remuneration committee at present and will consider establishing such a committee when the Company’s Board, size, complexity and operations warrant the establishment of a committee. As part of its ongoing review of its performance, the Board will review the processes it employs for setting the level and composition of remuneration for directors and, when appointed, senior executives and ensuring that such remuneration is appropriate and not excessive.
8.2		A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	The Company complies with this recommendation. Details of the Company’s remuneration policies and practices for non-executive directors, executive directors and senior management is disclosed in the Company’s prospectus and in the Company’s remuneration report contained within its annual report lodged together with this Statement.
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 thatpolicyor a summaryof it.	The Company does not currently have a formal equity-based remuneration scheme.
		Principle 9:
		Recommendations:
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 theprocess it has inplace to ensure	Not applicable.

the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.