DEEP YELLOW LIMITED — Governance Information 2023

Sep 27, 2023

NEWS RELEASE

27 September 2023

CORPORATE GOVERNANCE STATEMENT AND APPENDIX 4G

Attached for immediate release are the Corporate Governance Statement for the year ended 30 June 2023, together with the Appendix 4G.

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JOHN BORSHOFF Managing Director/CEO Deep Yellow Limited

This ASX announcement was authorised for release by Mr John Borshoff, Managing Director/CEO, for and on behalf of the Board of Deep Yellow Limited.

Contact

Investors: Media: John Borshoff Managing Director/CEO Cameron Gilenko +61 8 9286 6999 +61 466 984 953 john.borshoff@deepyellow.com.au cgilenko@citadelmagnus.com

www.deepyellow.com.au ABN: 97 006 391 948 DYL: ASX & NSX (Namibia) DYLLF: OTCQX

Level 1, 502 Hay Street, Subiaco, WA 6008 Australia PO Box 1770, Subiaco, WA 6904 Australia +61 8 9286 6999 info@deepyellow.com.au

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CORPORATE GOVERNANCE STATEMENT

Dated 30 June 2023 Adopted by the Board on 26 September 2023

GOVERNANCE FRAMEWORK

The Board of Deep Yellow Limited ( DYL ) has responsibility for corporate governance for the Company and its subsidiaries (the Group ) and has implemented policies, procedures and systems of control with the intent of providing a strong framework and practical means for ensuring good governance outcomes which meet the expectations of all stakeholders.

This Statement sets out corporate governance practices adopted by the Board and which were in place during the financial year ending 30 June 2023.

The framework for corporate governance follows the 4[th] Edition of the principles set out by the ASX Corporate Governance Council.

Where the Board considers the Group is not of sufficient size or complexity to warrant adoption of all the recommendations set out in the ASX Corporate Governance Council’s published guidelines or where the recommendation was not adopted for the entire year, these instances have been highlighted.

DYL undertook a comprehensive review of its governance policies and committee structures during a June 2023 strategy meeting and will continue to review its policies to ensure they reflect any changes within the Group, or to accepted principles and good practice. Key governance policies are available on the Company’s website.

SHAREHOLDER COMMUNICATION

The Board is committed to ensuring that there is open and timely communication with all shareholders.

Shareholder Communications and Investor Relations Policy

The Board supports practices that provide effective and clear communications with security holders and allow security holder participation at general meetings. A formal Shareholder Communication and Investor Relations Policy is in place, complying with Recommendation 6.2 of the Corporate Governance Council.

In addition to electronic communication via the ASX website, all ASX announcements together with all quarterly reports, Annual Reports and Sustainability Reports are published. These documents are available on request and are posted on the Company website at www.deepyellow.com.au.

The Company’s website complies with Recommendation 6.1 of the Corporate Governance Council by providing a comprehensive summary of its projects, its strategy and governance, the Board and management team, its values and commitment to sustainability and corporate and social responsibility and industry and commodity information.

In addition, the website provides shareholders and others the opportunity to receive additional information such as press releases and other materials electronically. Shareholders are able to pose questions on the audit process directly to the independent auditor who attends the Annual General Meeting for that purpose.

Shareholders are advised of the communication options available to them in accordance with recent changes to the Corporations Act. They are encouraged to provide their email addresses in accordance with privacy guidelines to enable timely communication between the Company, the share registry and shareholders complying with Recommendation 6.5 of the Corporate Governance Council.

Continuous Disclosure Policies

The Board is committed to the promotion of investor confidence by providing full and timely information to all security holders and market participants about the Group’s activities and to comply with the continuous disclosure requirements contained in the Corporations Act 2001 and the ASX Listing Rules. The Board has adopted a Continuous Disclosure Policy , complying with Recommendation 5.1 of the Corporate Governance Council and with the ASX Listing Rule Requirements.

A Disclosure Committee comprising the Managing Director/CEO; the Company Secretary and Executive Director has been established.

The Company Secretary ensures that all Board members receive copies of all market announcements promptly after they have been made complying with Recommendation 5.2 of the Corporate Governance Council.

Continuous disclosure is discussed at all regular board meetings and on an ongoing basis the Board ensures that all activities are reviewed to assess the need for disclosure to the market. In accordance with ASX Listing Rules, the Company Secretary has been appointed as the Group’s disclosure officer.

Directors’ Disclosure Obligations

The Board is committed to complying with ASX Listing Rules and best practices particularly with respect to the level and nature of information provided by Directors. Each Director is required to complete a Letter Agreement to satisfy ASX Listing Rule 3.19B and to provide continuous and timely disclosure of all dealings in Company securities in which the Director has a relevant interest in compliance with the Company’s Securities Trading Policy. In addition, each Director is required to disclose any actual or potential conflict of interest matters, which the Board deals with appropriately as they are raised.

Level 1, 502 Hay Street, Subiaco, WA 6008 Australia PO Box 1770, Subiaco, WA 6904 Australia +61 8 9286 6999 info@deepyellow.com.au

www.deepyellow.com.au ABN: 97 006 391 948 DYL: ASX & NSX (Namibia) DYLLF: OTCQX

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BOARD OF DIRECTORS

Role of the Board of Directors

The Board guides and monitors the business and management of the Group on behalf of shareholders by whom they are elected and to whom they are accountable.

In order to fulfil this role, the Board is responsible for the overall corporate governance of the Group including formulating its strategic direction, setting remuneration and monitoring the performance of Directors and Executives. The Board relies on Executives to assist it in approving and monitoring expenditure, ensuring the integrity of internal controls and management information systems and monitoring financial and other reporting.

The Board has adopted a Board Charter , complying with Recommendation 1.1 of the Corporate Governance Council, which clarifies the respective roles of the Board and Executives and assists in decision making processes.

Board Processes

The Board agrees in advance a schedule of regular meetings for each calendar year, together with such other meetings as may be necessary. For the 2023 financial year, there were twelve Board meetings held.

A standardised agenda for the meetings has been adopted to ensure certain information is addressed consistently and other items which are relevant to reporting deadlines and or regular review are scheduled when and as appropriate. The agenda is reviewed and approved by the Chairman with the involvement of the Managing Director.

Evaluation of Senior Executive Performance

There is a small executive team in Australia and Namibia. The Managing Director meets with executive team members and undertakes a formal review of performance on an annual basis. An evaluation of the performance of the Group’s Executives has been carried out during the year in accordance with this process, complying with Recommendation 1.7 of the Corporate Governance Council.

Board Composition

The Constitution of the Company requires a minimum number of three Directors. There is no requirement for any shareholding qualification.

The membership of the Board, its activities and composition is subject to periodic review. The criteria for determining the identification and appointment of a suitable candidate for the Board includes the quality of the individual, background of experience and achievement, compatibility with other Board members, credibility within the scope of activities of the Group, intellectual ability to contribute to Board duties and responsibilities and consideration of the objectives of the Diversity Policy. In complying with recommendations of the Corporate Governance Council, the Board is mindful to ensure that it is comprised of individuals with skills to provide appropriate stewardship to the Group as it moves from an advanced stage explorer to a developer. The background of each Director is set out in the Directors’ Report section of the Annual Report.

Skills and Experience

A skills matrix developed by the Board provides the basis for the ongoing review of Board composition. The skills matrix lists key skills for the organisation in its present stage. Skill sets currently on the Company’s Board include technical, financial, managerial, corporate, and commercial.

Key skill sets identified as being appropriate by the Board include:

• mining and exploration;

• accounting/auditing and corporate finance;

• uranium industry knowledge;

• strategic planning;

• capital markets and financing;

• governance and risk management; and

• environmental and health and safety.

The Board is presently comprised of seven members, five Non-executive and two Executive:

∗ Mr Chris Salisbury	-	Non-executive Chairman (i)	∗ Mr Mervyn Greene	-	Non-executive
∗ Mr John Borshoff	-	Managing Director	∗ Mr Greg Meyerowitz	-	Non-executive (i)
∗ Ms Gillian Swaby	-	Executive Director	∗ Mr Tim Lindley	-	Non-executive (i)
∗ Ms Victoria Jackson	-	Non-executive Director (i)	(i) Indicates Independent	Director

During the year the Company continued to update and adjust the composition of its Board. Mrs Victoria Jackson joined the Board as an independent Non-executive on 20 October 2022 and Mr Tim Lindley was appointed to the Board on 17 May 2023. In addition, Messrs Stephen Michael and Wayne Bramwell, having joined the Board as a consequence of the merger with Vimy Resources Limited, submitted their resignations effective on 25 November 2022 and 31 January 2023 respectively.

The Company has been very diligent in strengthening and broadening its Board over the past 12 months to ensure an appropriate mix of skills and diversity and an increased majority of Non-executive members. The Company is committed to continuing to review its composition to ensure relevance to its stage of development.

Board qualifications are summarised in the table below:

Name	Qualifications	Length of Service
Mr Chris Salisbury	B.Eng, FAICD	2.2 years
Mr John Borshoff	BSc, FAusIMM, FAICD	7 years
Mr Mervyn Greene	MA (Maths) BAI (Engineering), MBA	16.5 years
Ms Gillian Swaby	BBus FCIS FAICD MAusIMM	18 years (ii)
Mr Greg Meyerowitz	BCom, MAICD, FCA(ANZ), FFINSIA, MCA(SA)	1.6 years
Mrs Victoria Jackson	BSc Geology, GAICD, Dip Cartography	0.6 years
Mr Tim Lindley	MCom, BA, GAICD	0.1 years

(ii) Non-executive to 2016.

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Independence of Directors

In considering whether or not a Director is independent, the Board has regard to the independence criteria set out in the ASX Corporate Governance Council’s Principles and Recommendations.

Directors are expected to bring independent views and judgement to the Board’s deliberations. Four of the seven Directors are considered by the Board to be independent and, as such, the Company complies with Recommendation 2.4 of the Corporate Governance Council, which recommends that a majority of Board members should be independent.

As at the date of this report and at all times during the financial year, the Chairman was considered to be independent, and therefore the Group has complied with Recommendation 2.5 of the Corporate Governance Council.

Roles of Chairman and Chief Executive Officer

The roles of Chairman and Managing Director/Chief Executive Officer are exercised by separate individuals and, accordingly, the Group complies with Recommendation 2.5 of the Corporate Governance Council.

Role of the Company Secretary

The Company Secretary is appointed by, and accountable to, the Board, through the Chair on all matters to do with the proper functioning of the Board. The Company Secretary acts as secretary on all Committees of the Board.

Each Director is able to communicate directly with the Company Secretary on all matters relating to the functioning of the Board.

Nomination Committee

The Board has established a Nomination and Remuneration Committee and complies with Recommendation 2.1 of the Corporate Governance Council which recommends having a separate Nomination Committee.

Retirement, Re-election and Appointment of New Directors

The constitution of the Company notes that Directors cannot hold office for a period longer than three years without submitting themselves for re-election at the next AGM. One third of the Directors (other than the Managing Director) must retire by rotation at each AGM together with any new Directors appointed by the Board during the period since the last general meeting. Retiring Directors are eligible to stand for re-election.

The Company has a policy and procedure for the selection and (re)appointment of Directors. If the Board decides to appoint a new member either to complement the existing members or fill a vacancy, it goes through the process of identifying a wide base of potential candidates with appropriate skills and with a view to meeting the objectives of its Diversity Policy. This process would likely involve the appointment of an independent and experienced recruitment firm and would involve a rigorous process including Director interviews and discussions; site visits; and, if necessary, discussions with senior management. The Company also ensures that all appointments to the Board are appropriately referenced checked in addition to individual criminal and bankruptcy checks. It also ensures that all relevant information is provided to security holders for the purpose of deciding on whether or not to elect or re-elect Directors.

The Company has adopted a formal induction process. New Directors appointed to the Board are provided with a detailed appointment letter outlining the Company’s expectations and setting out the requirements of the role as well as identifying director interests and potential conflicts; in addition they are afforded the opportunity to meeting the Chair and members of the Board and senior executive to provide Company background, strategy and financial position. They will receive written material incorporating financial, corporate and operating information in relation to the Company.

Evaluation of Board Performance

The Group has a formal process for the evaluation of the effectiveness, processes and structure of the Board and Committees, and as such complies with Recommendation 1.6 of the Corporate Governance Council.

The Board has in prior years undertaken an annual review of its performance and the performance of its committees. The review focused on Board process, effectiveness and structure as well as the effectiveness and contribution made by each Director.

As a result of the significant change in the composition of the Board over the past two years, as evidenced by the length of tenure of the 4 independent Non-executive Directors, the Board has elected to defer its performance review for this governance year and instead engage an experienced external advisor to assist with a formal review in the first half of 2024.

Education

All Executives and Directors are encouraged to attend professional education courses relevant to their roles.

Independent Professional Advice and Access to Information

Each Director has the right to access all relevant information in respect to the Group and to make appropriate enquiries of Executives.

Structure of Non-executive and Executive Directors’ Remuneration

The objective of Group remuneration policies, processes and practices is to: attract and retain appropriately qualified and experienced Directors who will add value; result in competitive remuneration bench marked against peer groups; and adopt reward programmes which are fair and responsible, in accordance with the principles of good corporate governance and which align Director entitlements with shareholder objectives.

The Nomination and Remuneration Committee makes recommendations to the Board on the basis of individual performance, trends in comparative companies and the need for a balance between fixed remuneration and non-cash incentive remuneration.

Remuneration packages for Executive Directors comprise fixed remuneration and may include short term incentives in the form of cash bonuses or long-term incentives through equity plans as per individual contractual agreements. Remuneration packages are reviewed by the Remuneration Committee. The process consists of a review of Group, individual performance and relevant comparative remuneration externally and internally.

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Non-executive Director remuneration is a fixed annual amount of Director fees, the total of which is within the amount approved by shareholders.

The Company distinguishes between the remuneration practices for its Non-executive Directors and the remuneration practices applicable to Executive Directors and these policies and practices are fully disclosed in the Remuneration Report of the Group’s Annual Report. The Company therefore complies with Recommendation 8.2 of the Corporate Governance Council.

BOARD COMMITTEES

The Board has established several committees with separate charters which it relies on to assist with the proper discharge of its duties. The Board has reviewed its committee structures during the 2023 year and made several changes to committee composition following the appointment of additional Non-executive Directors.

The Board Committees will also be included in the external formal performance review to be undertaken in the first half of 2024.

Audit and Risk Committee

The Audit and Risk Committee composition changed during the year and consisted of three Non-executive Directors. The Audit and Risk Committee is comprised of a majority of independent directors and therefore complied with Recommendation 4.1 of the Corporate Governance Council.

The members of the Audit and Risk Committee during the year were Greg Meyerowitz (Chairman), Chris Salisbury, Mervyn Greene and Tim Lindley. The relevant qualifications and details of attendance at Audit and Risk Committee meetings are set out in the Directors’ Report of the Company’s Annual Report.

The Audit and Risk Committee operated under a Charter which was reviewed in June 2023. The responsibilities of the Committee include evaluation of the adequacy and effectiveness of the Company’s risk management framework; identifying material changes to the Company’s risk profile and formulating actions and making recommendations to mitigate those risks identified together with the appointment, compensation and oversight of the independent auditor and the review of the published financial reports.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was established to assist the Board by making recommendations on remuneration packages for Executive and Non-executive Directors, and where appropriate, senior managers. In addition, the Nomination and Remuneration Committee reviews Board composition and appointments and assist with recommendations for proposed long and short-term incentive plans including the appropriate use of performance-based hurdles.

The Nomination and Remuneration Committee composition consisted of three Non-executive Directors for the majority of the year. Members of the committee were Chris Salisbury (Chairperson), Greg Meyerowitz and Victoria Jackson. The Nomination and Remuneration Committee is chaired by an Independent director and was comprised of a majority of Independent Directors and accordingly complied with Recommendation 8.1 of the Corporate Governance Council.

The Nomination and Remuneration Committee operated under a Charter which was reviewed prior to the end of the financial year.

Sustainability Committee

The Board established a Sustainability Committee during 2023 adopting a Sustainability Committee Charter to assist the Board in fulfilling its oversight, monitoring and review of health and safety; environmental impact; human rights; community and stakeholder relations and heritage.

The Sustainability Committee composition consists of three Directors. Members of the Committee were Victoria Jackson (Chairperson), Mervyn Greene and Gillian Swaby. The Sustainability Committee was chaired by an experienced Independent Non-executive Director.

The relevant qualifications and details of attendance at Sustainability Committee meetings held during the year are set out in the Directors’ Report of the Company’s Annual Report.

ETHICAL STANDARDS

The Board has adopted a Values Statement which articulates its aspirations strategic goals and sets out the guiding principles that define how the Company wishes to conduct itself in its relationships with the industry and the communities within which it operates. Therefore, the Group has complied with recommendation 3.1 of the Corporate Governance Council. The Values Statement is disclosed on the Company’s website.

The Board actively promotes ethical and responsible decision making, aiming to maintain the highest standard of ethical behaviour in business and in all its dealings with customers, clients, shareholders, governments, suppliers, employees and the community. As a minimum the Board and employees will:

• act within applicable laws;

• act with fairness and respect;

• encourage co-operation and rational debate with a view to achieving shared goals;

• act with courtesy;

• foster an environment which encourages diversity in all its forms across the Group.

Code of Conduct

To assist with these aims the Board has adopted a Code of Conduct that applies to Directors, Officers, Employees, Consultants and Contractors of the Group and complies with Recommendation 3.2 of the Corporate Governance Council. This Code sets expectations for conduct in accordance with legal requirements and agreed ethical standards.

In addition to the legal requirements and accepted practices which are addressed in each of the policies adopted by the Company and across the Group, the Board is mindful of its broader stakeholders including the community at large in all the geographical regions in which it operates.

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The Company has established a Whistleblower Policy , with the purpose of encouraging all Directors, Officers, Employees, Consultants and Contractors to report instances where there is a breach of the Law, the Company’s Code of Conduct or any other legal or ethical concerns and complies with Recommendation 3.3 of the Corporate Governance Council.

Diversity Policy

The Board has implemented a Diversity Policy in line with recommendation 1.5 of the Corporate Governance guidelines. The Group believes that the promotion of diversity on its Boards, in senior management and within the organisation generally is good practice and adds to the strength of the Group.

The Diversity Policy affirms existing employment arrangements which seek to attract and retain people by promoting an environment where employees are treated with fairness and respect and have equal access to opportunities as they arise. Diversity within the workforce includes such factors as religion, race, ethnicity, language, gender, disability and age.

Gender Diversity

The Board has established ‘measurable objectives’ for achieving gender diversity and to report against them on an annual basis. A number of objectives were put in place and the Board is continuing to review its practices with a focus on ensuring the selection process at all levels within the organisation is formal and transparent and that the workplace environment is open, fair and tolerant. Some of the measures to assess the success of the policy are set out below.

The following table is a summary of the workforce within Deep Yellow Limited and across the Group and provides a high-level snapshot of the level of gender diversity as at 30 June 2023.

Workforce Summary

	Male	Female	Total	Proportion Female
Deep Yellow Limited Board	5	2	7	29%
Senior Management	11	7	18	39%
Balance of Personnel	44	20	64	31%
	60	29	89	33%
Australia	39	15	54	28%
Namibia	21	14	35	40%
	60	29	89	38%

At 30 June 2023, Deep Yellow Limited had a diverse workforce with operations both in Australia and Africa.

Measurable Objectives

The Board has not set measurable objectives specifically for the financial year ended 30 June 2023. It does however continually review the diversity within its workforce and as reported above does have a culturally diverse and gender diverse workforce with operations in Australia and Africa. The following objectives form a framework for workforce considerations.

Objective	Outcome
Review and amend where appropriate other Company policies	The Board has reviewed Board, and Board Committee Charters to
to align with the Diversity policy.	ensure they reflect the objectives of the Diversity Policy.
Undertake a gender audit and in addition a general assessment of the current diversity levels within the Company and across the Group.	The Group has undertaken an audit of its human resources to establish the gender mix and cultural backgrounds.
Establish procedures to track the gender mix of the Company	The Group has compiled a summary of staff including gender and
and of the Group over time.	cultural diversity and will continue to do so.
Structure recruitment and selection processes to recognise	The Group is continually reviewing its practices and diversity is a
value of diversity.	consideration of all recruitment.
Have clear and transparent governance process around	The Group has a Remuneration and Nomination Committee which
reward and recognition.	encourages rewards to be transparent.

FINANCIAL REPORTING

Financial Reporting

The Board relies on Executives to monitor the internal controls. Financial performance is monitored on a regular basis by the Managing Director who reports to the Board at the scheduled Board Meetings.

Managing Director/Chief Executive Officer and Chief Financial Officer Confirmations

In accordance with Recommendation 4.2 of the Corporate Governance Council, Australian Accounting Standards and the Corporations Act the Board requires that the Managing Director and Chief Financial Officer provide a written statement in respect to all annual, interim and other statutory financial reports of the Group. In addition, the Board requires assurance from the Managing Director and Chief Financial Officer that the declaration is founded upon a sound system of risk management and internal controls, and that the system operates effectively in all material aspects.

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SECURITIES DEALINGS

There is no requirement for Directors to hold Company securities.

Securities Trading Policy

The Board is committed to ensuring that all Directors and employees comply with their legal obligations as well as conducting their business in a transparent and ethical manner. All Directors and employees (including their immediate family or any entity for which they control investment decisions), must ensure that any trading in securities issued by the Company is undertaken within the framework set out in the Securities Trading Policy .

The Securities Trading Policy does not prevent Directors or employees (including their immediate family or any entity for which they control investment decisions) from participating in any share plan or share offers established or made by the Company. However, Directors or employees are prevented from trading in the securities once acquired if the individual is in possession of price sensitive information not generally available to all security holders.

Additional restrictions are placed on trading by Directors, Executives and other Key Management Personnel as determined by the Board from time to time (‘Restricted Persons”).

In addition to the overriding prohibition against dealing in the Company's securities when a person is in possession of inside information, Restricted Persons and their associated parties are at all times prohibited from dealing in the Company's securities during prescribed ‘blackout’ periods. The Company has nominated blackout periods to run from the end of the financial quarter up to the day after the release date of the quarterly report the Company may nominate additional periods where it is considering matters which might otherwise require disclosure to the market but for listing rule 3.1A. Restricted Persons must also obtain written consent from the Chairman or Managing Director prior to trading in the Company’s securities.

The Securities Trading Policy also includes a clause prohibiting Directors and Executives and others to whom the policy applies from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements under any equity-based remuneration scheme.

RISK MANAGEMENT

Adoption of Risk Management Policies

The Board had previously operated a Risk Committee, however from June 2022 and for the whole of the 2023 year the Audit and Risk Committee assisted the Board with its oversight of risk. The relevant qualifications and details of attendance at Audit and Risk Committee meetings are set out in the Directors’ Report of the Company’s Annual Report.

The responsibility for identifying and managing risks has been delegated to the Managing Director and the senior executive team.

The Group’s Risk Strategy incorporating a Risk Framework and Risk Management Policy is reviewed bi-annually but has recently undergone a full and complete revision, following the completion of the Vimy Resources Limited merger. The Board is responsible for supervising the Risk Strategy which, together with management’s framework and a number of specific policies, enable risk to be assessed and managed.

The Company’s Risk Management Policy is disclosed on the Company’s website.

The Company does not believe it is of a size that warrants an internal audit function, however the Board and Management maintain the required level of assurance through a sound system of internal controls which is monitored by senior executives and the Board.

Risk Management and Internal Control System

The Managing Director, with the assistance of senior management as required, has responsibility for identifying, assessing, treating and monitoring risks and reporting to the Risk Committee and the Board on risk management.

In order to implement the Risk Management Policy, it was considered important to establish a Risk Management Strategy and an internal control regime in order to:

• assist the Group to achieve its strategic objectives;

• ensure the accuracy and integrity of external reporting; and

• safeguard the assets and interests of the Group and its stakeholders.

Risk Management Strategy

The Risk Management Strategy is designed to identify and assess possible sources of harm and to take steps to decrease or prevent that harm from occurring.

The Risk Management Strategy incorporates procedures and processes which provide evidence of a commitment to the management of risk by avoiding, sharing, transferring, reducing (mitigation) or accepting/retaining the risk.

To manage and assess risk, the Group has adopted and ‘tailored to fit’ a Risk Management Plan and a Risk Management Framework as outlined in the Australian Standard Guidelines for Risk Management AS ISO31000:2018.

Key risk traits are identified and managed using the following tools:

• Business Risk Management

The Group manages its activities through financial budgets and operational and strategic plans.

• Internal Controls

The Board has documented internal control processes appropriate for the Group’s size and stage of development. It requires Executives to ensure the proper functioning of internal controls.

• Financial Reporting

Directors approve an annual financial budget and regularly review performance against budget.

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• Operational Review

• Executive Directors regularly visit exploration project areas to review the geological practices including the environmental and safety aspects of the operations.

• Environment and Safety

• The Board has adopted an Occupational Health and Safety Policy, Environmental Policy and Code of Conduct, through which all employees and contractors are inducted.

The Risk Management Policy requires that senior management report to the Managing Director as to the effectiveness of the risk management and internal control systems and that regular reports thereon be provided to the Board.

Continuous Improvement

The Risk Management Plan continues to evolve and will develop with the growth of the Group’s activities in the following risk areas: Financial; Corporate; Legal; Information Technology; Safety; Management; Human Resources; Political; and Environmental/Social.

Economic, Environmental and Social Sustainability Risks

The Company is focused on the discovery and exploitation of uranium (U3O8) and operates in diverse physical environments in Namibia. As a result, there is potential for material exposure to economic, environmental and social sustainability risks.

The Company is exposed to economic risks of a type typical for an entity engaged in the mineral exploration industry. All business and economic risks are managed by the Managing Director with the support of the executive team and the Audit and Risk Committee where appropriate. The Company’s financial budgeting, operational and strategic planning together with internal controls, appropriate for a company of its size, assist the Board and executive in monitoring exposure in this area.

The Company uses a Supplier Code of Conduct and third-party due diligence checklist to monitor its commercial relationships and has adopted an Environmental Policy , a Human Rights Policy and a Community Relations Policy , to assist with monitoring environmental and social sustainability risks. The Company is committed to respecting Human Rights throughout the countries in which it operates and to ensuring that sound environmental management and safety practices are carried out in its exploration activities. Significant resources have been focussed on establishing and maintaining a culture of best practice.

As a uranium explorer, additional responsibilities require the implementation of a Radiation Management Plan as part of the management of Occupational Health and Safety. The Group uses expert consultants to review its activities and to assist in maintaining a best practice approach to the issues surrounding Radiation Management.

The Company published its inaugural Sustainability Report on 25 September 2020. This was an important milestone and provided the opportunity to communicate the intent and the processes and frameworks the Company believes are important to properly embed ESG principles in the organisation. Follow-up reports have been published in 2021 and 2022 providing a summary of the progress and importance the Group attaches to the impact it has on the communities in which it operates.

Following a detailed assessment undertaken during the year it was determined that the GRI Universal and Mining Sector Standards should be applied for future sustainability reporting. The Global Reporting Initiative ( GRI ) was established in 1997 and as quoted “...The GRI Standards are the world’s most widely used standards for sustainability reporting. They have been widely adopted by leading companies on more than 100 countries and are referenced in policy instruments and stock exchange guidance around the world. Over 160 policies in more than 60 countries and regions reference or require GRI.”

Reporting in accordance with the GRI Standards will enable Deep Yellow to provide a comprehensive picture of its most significant impact on the economy, environment and people, including human rights, and how it manages these impacts. This allows information users to make informed assessments and decisions about the Company’s impacts and contribution to sustainable development.

A Sustainability Report for the year ended 30 June 2023 will be published and available on the Company’s website.

Anti-Bribery and Anti-Corruption

Bribery and corruption have a serious impact on the social, economic and political environment of many countries. The effects of bribery and corruption impact both individuals and businesses in the world’s poorest countries. Deep Yellow is committed to the fight against bribery and corruption and expects all of its employees and representatives to comply with both the letter and spirit of the laws that govern Deep Yellow's operations in Australia and overseas.

The Company has adopted an Anti-Bribery and Anti-Corruption Policy in compliance with recommendation 3.4 of the Corporate Governance Council. The Policy provides an overview of requirements arising from Foreign Bribery Laws and the various laws prohibiting fraudulent and corrupt behaviour generally. This Policy together with the associated procedures provide a common-sense manual to enable Deep Yellow employees and representatives to understand and comply with their obligations under these laws.

The Company is committed to ensuring that its corporate culture, in all its offices and operations worldwide, discourages fraudulent and corrupt conduct. Notwithstanding laws to the contrary, the fact that bribery and corruption may be tolerated or encouraged in some of the countries in which Deep Yellow operates does not affect a commitment to best business practice.

The Company’s Anti-bribery and Anti-Corruption Policy can be found on its website under Corporate Governance.

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Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

DEEP YELLOW LIMITED

ABN/ARBN 97 006 391 948

Financial year ended:

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  website:

http://deepyellow.com.au/about-us/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 26 September 2023 and has been approved by the board.

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

Date: 27 September 2023 Name of authorised officer authorising lodgement: Mark Pitts Company Secretary

Name of authorised officer authorising lodgement:

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

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

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

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

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

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

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

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

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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: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location]	☐ 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. 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

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: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location] and we have disclosed the information referred to in paragraph (c) at: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location] and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period.	 set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable In respect to (c) the measurable objectives were disclosed in the Corporate Governance Statement, however they were not set specifically for the period of the financial year ended 30 June 2022. Details are set out in the Corporate Governance Statement which can be seen at http://deepyellow.com.au/about-us/corporate- governance/
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☐ 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: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location]	set out in our Corporate Governance StatementOR http://deepyellow.com.au/about-us/corporate- governance/ ☐ 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: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location] and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [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
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: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [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: …………………………………………………………………………….. [insert location]	☐ 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: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 5

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in 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
2.3	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: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location] and, where applicable, the information referred to in paragraph (b) at: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location] and the length of service of each director at: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement
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

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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 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: http://deepyellow.com.au/about-us/our-values/ …………………………………………………………………………….. [insert location]	☐ 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: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location]	☐ 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: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location]	☐ 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: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [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
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: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location] [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: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location]	☐ 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.	 http://deepyellow.com.au/about-us/corporate-governance/	☐ 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: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location]	☐ 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: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location]	☐ 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: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we did not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework at: …………………………………………………………………………….. [insert location]	☐ 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: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [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
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: …………………………………………………………………………….. [insert location] [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: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [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: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location] and, if we do, how we manage or intend to manage those risks at: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

Page 11

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in 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: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [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: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable The composition and structure of Board committees was altered following a full review in June 2022
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive dire ctors 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: http://deepyellow.com.au/about-us/corporate-governance/ …………………………………………………………………………….. [insert location]	☐ 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: http://deepyellow.com.au/about-us/corporate-governance/ ……………………………………………………………………… [insert location]	☐ set out in our Corporate Governance StatementOR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 12

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in 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 applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.2	A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	☐	☐ set out in our Corporate Governance StatementOR  we are established in Australia and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.3	A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	☐	☐ set out in our Corporate Governance StatementOR  we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐ we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	☐ and we have disclosed the information referred to in paragraphs (a) and (b) at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement Not applicable
-	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 Not applicable

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