CODAN LIMITED — Regulatory Filings 2021

Nov 9, 2021

10 November 2021

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COMPANY ANNOUNCEMENTS PLATFORM

AUSTRALIAN SECURITIES EXCHANGE

ALF IANNIELLO APPOINTED CODAN MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER EFFECTIVE 4 JANUARY 2022

As foreshadowed at the company’s recent AGM, the Chairman of Codan, David Simmons, today announced that Alf Ianniello has been appointed Managing Director and Chief Executive Officer of Codan.

Mr Ianniello will assume the role on 4 January 2022, replacing Donald McGurk, who will retire from this role at that time.

Prior to this appointment, Mr Ianniello was Chief Executive Officer of the Adelaide-based Detmold Group for 14 years. In a highly competitive market, he positioned the Detmold Group to become a leading international packaging solutions provider. Mr Ianniello has previously held a number of senior positions during a 12-year international career in the automotive and defence industries, notably with Schefenacker Vision Systems and British Aerospace.

Mr Simmons said: “On behalf of the Board, I am delighted to announce Alf’s appointment. Having served on the Detmold Board for eight years up until 2019, I was able to see at firsthand that Alf was an outstanding CEO and leader. He has a proven track record of leveraging innovation and organisational capabilities and achieved significant growth in sales and profitability during his time as CEO, with revenues reaching US$450 million. Our search criteria of appointing a CEO with international experience whilst running a complex business at scale has been fulfilled with Alf’s appointment”.

Alf has a Bachelor of Engineering majoring in Electronic Engineering and completed the Wharton Business School Global CEO program at the University of Pennsylvania in 2012. Alf has lived and worked in the USA and has managed businesses around the world, including major facilities in China, Vietnam, Singapore, Dubai, Indonesia and South Africa.

Mr Simmons said: “Today’s appointment will enable the Board and the senior leadership team to plan for a smooth transition. The Board is proud of our senior leadership team members who remain fully focused on continuing to deliver for our shareholders. Donald has committed to staying on for as long as Alf considers it worthwhile to ensure a seamless transition during the first quarter of calendar 2022. The current plan is for Alf and Donald to visit all our staff, key customers and major suppliers in Australia and around the world in late January 2022, and then Donald will accompany Alf on the investor presentation circuit in February next year.”

“It was important that all candidates for this role fully understood our detailed three-year plan. I can confirm that this plan remains in place and that Alf will pick it up and own it. As I stated at the AGM, there will be no big business or organisational review, just a simple plan to get on

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with executing the existing plan. Alf is a young but very experienced executive leader, which means that he and the Board can work together to further develop the Codan business over an extended period of time”.

“I would like to recognise the contribution of Donald McGurk. Under his leadership, Codan has become one of Australia’s genuinely global technology companies that is recognised as a world leader in developing robust and reliable electronics solutions for government, corporate, NGO and consumer markets across the globe. On a personal level, it has been a real pleasure to have worked closely with Donald since I became Chairman in 2015. The Board and I wish Donald all the best for the future”.

CEO elect, Alf Ianniello said: “I am honoured and privileged to be appointed CEO and to have the opportunity to lead the talented and hardworking people (many of whom I already know) who make Codan a global leader in its core markets. Codan is one of a few Australian companies that has seen its technology accepted by international military, intelligence, and enforcement organisations. I will bring a disciplined approach to my role and I am excited by the growth opportunities that exist across the business. Importantly the “can do” Codan culture will be further developed under my leadership”.

On behalf of the Board

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Michael Barton

Company Secretary

This announcement was authorised for release to the market by the Board of Directors.

Codan is a technology company that develops robust technology solutions to solve customers’ communications, safety, security and productivity problems in some of the harshest environments around the world.

- FOR ADDITIONAL INFORMATION, PLEASE CONTACT:

Michael Barton Kayi Li Company Secretary & CFO Manager, Investor Relations Codan Limited Codan Limited (08) 8305 0392 (08) 8305 0392

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SUMMARY OF MATERIAL TERMS OF MR IANNIELLO’S EMPLOYMENT

Commencement Date	4 January 2022
Term	No fixed term, ongoing until terminated by either party in accordance with the employment contract.
Fixed Remuneration	$1,000,000 per annum (inclusive of superannuation and subject to annual review in January each year)
Short Term Incentive (STI)	The Company will provide Mr Ianniello with an FY22 STI opportunity that will target the payment of 30% of his fixed remuneration (pro-rata), subject to the achievement of 80% of the EBIT achieved by the Company in FY21 and other conditions to be determined.
Long Term Incentive (LTI)	The Company will provide Mr Ianniello with an FY22 LTI opportunity that, subject to shareholder approval at the 2022 AGM, will result in Performance Rights being issued equivalent to 30% of his fixed remuneration (pro- rata). The Performance Rights will become exercisable if the Company achieves earnings per share targets over a three-year period. The offer to Mr Ianniello is consistent with the Performance Rights Plan approved by shareholders at the 2004 AGM.
Notice Period	Either party may terminate the employment by providing 6 months’ notice. The Company can discharge the notice obligation by providing payment in lieu of notice. The Company retains the right to terminate the employment immediately without notice (or payment in lieu of notice) where summary dismissal is warranted.
Restraints	Mr Ianniello is subject to post-employment non-solicit and non-compete restraints of up to 12 months following the termination of his employment.

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ALFONZO ‘ALF’ IANNIELLO BIOGRAPHY

Alf Ianniello led one of Australia's most well-established global manufacturing and sales businesses, the Detmold Group. The Detmold Group manufactures paper and board packaging products in Australia and Asia and sells them through a network based in 22 cities around the world. Alf was appointed CEO in 2007. The Detmold Group currently employs over 3,500 employees and has a turnover of in excess of $450M USD. In 2020 it responded to the COVID-19 pandemic and established the largest mask manufacturing facility in the Southern hemisphere.

Alf’s career began as a defence systems engineer in 1995 with British Aerospace, where he stayed until 1999. In 1999, Alf travelled and worked in the USA to begin an eight-year tenure with automotive components manufacturer Schefenacker. He progressed from Customer Engineer and Branch Manager roles to become Engineering Director in 2001, Vice President of Global Engineering in 2004, and eventually Managing Director of the company's Australian division in 2005. As Managing Director, Alf oversaw Schefenacker's operations in South Australia and New South Wales, producing parts for Australian, American and Japanese vehicle manufacturers and sister companies in Europe and the USA.

Alf was on the Detmold Board for 14 years. During this time, he has also held Board positions with SME’s, Tertiary Institutions and Local Government. Seeking a change of direction, Alf resigned from Detmold in December 2020, and completed his employment in July 2021.

Alf attended the Wharton Business School Global CEO Program at the University of Pennsylvania in 2012. He also holds a graduate certificate in management and a bachelor’s degree in electronic engineering from the University of South Australia.

Alf is 49 years old and lives in Adelaide.

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