EPX LIMITED — Governance Information 2021

May 10, 2021

CORPORATE GOVERNANCE STATEMENT MAY 2021

The Board of EP&T Global Limited (“ Board ”) is committed to ensuring that the Company’s obligations and responsibilities to its various stakeholders are fulfilled through its corporate governance practices. The directors of the Company (“ Directors ”, being either “Non-Executive Directors” or “Executive Directors”) undertake to perform their duties with honesty, integrity, care and due diligence, to act in good faith in the best interests of the Company in a manner that reflects the highest standards of corporate governance.

The Company’s Board are committed to a high standard of corporate governance practices, ensuring that the Company complies with the Corporations Act 2001 (Cth), ASX Listing Rules, Company Constitution and other applicable laws and regulations.

Corporate Governance Compliance

This Corporate Governance Statement discloses the extent to which the Company will, as at the date it is admitted to the official list of the ASX, follow the recommendations set by the ASX Corporate Governance Council’s Principles and Recommendations – 4th Edition (“ ASX Principles and Recommendations ”). The ASX Principles and Recommendations are not mandatory however, where, after due consideration, the Company’s corporate governance practices depart from a recommendation, the Board has offered full disclosure and reason for adoption of its own practice, in compliance with the “if not, why not” regime.

Copies of all the charters and policies referred to in this Statement are available under the Investor Centre/Corporate Governance section of the Company’s website (https://eptglobal.com/corporate-governance/).

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CORPORATE GOVERNANCE STATEMENT MAY 2021 (CONT’D )

Principle	ASX Recommendation	Conform (Y/N)	Disclosure
Principle 1:	Lay solid foundations for management and oversight
1.1	A listed entity should have and disclose a board charter setting out: b) the respective roles and responsibilities of its board and management; and c) those matters expressly reserved to the board and those delegated to management.	Y	The Board Charter details the roles and responsibilities of the Board and management, including matters reserved for the Board. The Board Charter is included in the Corporate Governance section of the Company’s website.
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.	Y	The Company has a combined Remuneration and Nomination Committee. The duties that fall to the nomination committee under the Company’s Nomination Committee Charter are included in the Corporate Governance section of the Company’s website. The Remuneration and Nomination Committee will undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director. The Board and the Remuneration and Nomination Committee are responsible for the nomination, selection and appointment of new Directors. The Remuneration and Nomination Committee is responsible for identifying individuals who may be qualified to become Directors. The Remuneration and Nomination Committee has regard to such factors it considers appropriate, including judgement, skill, diversity, experience with business and other organisations of a comparable size, the interplay of the candidate’s experience with the experience of other Board members, the extent to which the candidate would be a desirable addition to the Board and any Board Committee, and the ASX Principles and Recommendations. All material information relevant to whether or not to elect or re-elect a director will be provided to the Company’s shareholders as part of the Notice of Meeting and explanatorymemorandum fortherelevant

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Principle	ASX Recommendation	Conform (Y/N)	Disclosure
			meeting of shareholders which addresses the election or re-election of a director.
1.3	A listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment.	Y	Each Non-Executive Director has signed a letter of appointment. Each Executive Director has signed an executive service agreement. Each senior executive has signed an employment agreement.
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.	Y	The Company Secretary will be appointed and removed by the Board and be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board and Board Committees
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: (i) 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 (j) 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.	N	The Company has adopted a Diversity Policy which is included in the Corporate Governance section of the Company’s website. The Company is committed to providing and promoting a corporate culture which embraces diversity and aims to do so via: a) promoting the principles of merit and fairness when making decisions about recruitment, development, promotion, remuneration and flexible work arrangements; b) having an overall transparent process for the review and appointment of Executive positions and Board members; c) recruiting from a diverse pool of qualified candidates, where appropriate engaging a professional search / recruitment firm, advertising vacancies widely, making efforts to identify prospective employees who have diversity attributes and ensuring diversity of members on the selection/interview panel when selecting and appointing new employees (including senior executives) and new Board members; d) embedding the importance of diversity within the Company’s culture by encouraging and fostering a commitment to diversity by leaders at all levels whilst recognising that diversity is the responsibility of all employees; e) recognising that employees may have family responsibilities; f) reinforcing with our people that in order to have a properly functioning and diverse workplace, discrimination, harassment, vilification and victimisation will not be tolerated within the Company; and

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Principle	ASX Recommendation	Conform (Y/N)	Disclosure
			g) continuing to review and develop policies and procedures to ensure diversity within the organisation, including the adoption of specific key performance indicators for senior executives from time to time to measure the achievement of diversity objectives under the Company’s Diversity Policy. The Board has not yet adopted any measurable objectives for achieving general diversity at the Company but will review the need for measurable objectives on a regular basis. Currently there are no females on the Board. The Company’s senior executives monitor, review and report to the Board (including via the Remuneration and Nomination Committee) on the achievement of these metrics as well as progress under the Company’s Diversity Policy more broadly, including any appropriate benchmarking against other comparable businesses.
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.	Y	According to the Board Charter, the performance of the Board, its Committees and individual Directors is reviewed formally on an annual basis comparing their performance with the requirements of the Board Charter, relevant Board Committee Charters and the reasonable expectations of individual Directors. The Committee Charters themselves require each Committee to perform an evaluation of its performance at least annually to determine whether it is functioning effectively by reference to current best practice. As the Company was listed on ASX in May 2021 a formal review process was not undertaken during the Reporting Period. The Company intends to conduct such a review during the next full reporting period.
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	Y	Each senior executive has a written service agreement that clearly sets out their role and responsibilities and the Company’s expectations in terms of their performance. The Executive Director and all senior executives will undergo a formal performance review each year. As the Company was listed on ASX in

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Principle	ASX Recommendation	Conform (Y/N)	Disclosure
	evaluation has been undertaken in accordance with that process during or in respect of that period.		May 2021, a formal review process was not undertaken during the Reporting Period. The Company intends to conduct such a review during the next full reporting period. On or around the commencement of each financial year, the Board sets individual key performance indicators (KPIs) for Management and approves individual KPIs for other Senior executives. At the end of the financial year, the performance of the Executive Director and Chief Executive Officer is reviewed by the Board and the Chief Executive Officer will review the performance of each Executive.
Principle 2:	Structure the board to 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.	Y	The Company has established a combined Remuneration and Nomination Committee which comprises independent non-executive directors Jonathan Sweeney, Victor van Bommel and John Balassis are members of the Remuneration and Nomination Committee and Jonathan Sweeney is the chair, who is considered by the Board to be an independent director. Jonathan Sweeney is the Chair of the Board. The Remuneration and Nomination Committee Charter is included in the Corporate Governance section of the Company’s website. The Company intends to disclose the qualifications, experience and attendance at committee meetings of the members of the Remuneration and Nomination Committee annually in the Company’s Directors’ Report as part of the Annual Report.
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	Y	The Board, having regard to the current size of the Company and its current strategies, has adopted a skills matrix setting out the mix of

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Principle	ASX Recommendation	Conform (Y/N)		Disclosure
				skills and diversity that the Board is looking to achieve in its membership at this time. The Company is committed to having a Board whose members have the collective skills and diversity of experience to assist with decision making and leading the Company for the benefit of securityholders. The Board recognises the advantage of having a mix of relevant industry and international professional expertise that will assist the Board to fulfil its oversight role effectively as well as specialised skills. The Board considers that each Director possesses these attributes. The current Board skills matrix is included at Appendix A.
2.3	A listed entity should disclose: a) the names of the directors considered by the board to be independent; 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.	Y		At the date of this Statement, the Board comprises four directors. A majority of the Board is comprised of independent non-executive Directors. Name Role Independent Date appointed Jonathan Sweeney Non-Executive Chair Yes 18/3/2021 John Balassis Non-Executive Director Yes 15/10/2020 Keith Gunaratne Executive Director No 15/10/2020 Victor van Bommel Non-Executive Director Yes 18/3/2021 The Board has assessed each non-executive Director to be independent. In assessing independence, the Board has had regard to thefactors set outintheASX Principles andRecommendations.
2.4	A majority of the board of a listed entity should be independent directors.	Y		See section 2.3 for further details.
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.	Y		The Chair, Jonathan Sweeney, is an independent Non-Executive Director. He does not perform the role of CEO of the Company (which position is currently held by Trent Knox).
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	Y		The Remuneration and Nomination Committee is responsible for ensuring an effective orientation program for new Directors that involves a formal letter of appointment or service agreement which clearly sets out what is expected of them in terms of time commitment,

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Principle	ASX Recommendation	Conform (Y/N)	Disclosure
	skills and knowledge needed to perform their role as directors effectively.		Committee membership and involvement outside Board meetings. New Directors are also provided with important information about the Company and its business. The Remuneration and Nomination Committee will regularly review the orientation program’s effectiveness and whether there is a need for directors to undertake further professional development to maintain the skills and knowledge needed to perform their roles as directors effectively.
Principle 3:	Act ethically and responsibly
3.1	A listed entity should articulate and disclose its values.	Y	The Company is committed to maintaining ethical standards in the conduct of its business activities. The Company’s values are set out in its Code of Conduct which is included in the Corporate Governance section of the Company’s website.
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.	Y	The Board has approved the adoption by the Company of a formal Code of Conduct which states the standards of responsibility and ethical conduct expected and applies to all directors and employees of the Company, and where relevant and to the extent possible, consultants, secondees and contractors of the Company. The Code of Conduct is included in the Corporate Governance section of the Company’s website.
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 breaches of that policy.	Y	The Company has adopted a Whistleblower Policy, which encourages the reporting of suspected unethical, illegal, fraudulent, corrupt or dishonest conduct and that those who promptly report may do so with confidence and without fear of intimidation, ramifications or adverse consequences, complementing its Code of Conduct. The Whistleblower Policy is included in the Corporate Governance section of the Company’s website.
3.4	A listed entity should: c) have and disclose an anti-bribery and corruption policy; and d) ensure that the board or a committee of the board is informed of any material breaches of that policy	Y	The Company is committed to conducting its operations and business activities with integrity and preventing bribery or corruption by any of its directors, officers, employees or any other party acting on its behalf. The Company’s Code of Conduct contains guidance as to anti-bribery and corruption. All material breaches of the Code of Conduct are reported to the board for consideration and investigation.
Principle 4:	Safeguard integrity in financial reporting

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Principle	ASX Recommendation	Conform (Y/N)	Disclosure
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.	N	The Company has established a combined Audit and Risk Committee which comprises John Balassis, Keith Gunaratne and Jonathan Sweeney. John Balassis is the chair of the Audit and Risk Committee, who is considered by the Board to be an independent director and is not the chair of the Board. Currently, the Company does not currently comply with the recommendations set by the ASX Principles and Recommendations in relation to the composition and operation of the Audit and Risk Management Committee because the committee is not comprised solely of Non‑Executive Directors. Despite this, the Board believes that the composition of the committee is appropriate, reflecting an appropriate range of skills and expertise. The Audit and Risk Committee Charter is included in the Corporate Governance section of the Company’s website. The Company intends to disclose the qualifications, experience and attendance at committee meetings of the members of the Audit and Risk Committee annually in the Company’s Directors’ Report as part of the Annual Report.
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.	Y	The Company’s Audit and Risk Committee Charter, which is included in the Corporate Governance section of the Company’s website, states that the CEO and CFO are to provide a written declaration on these terms. The Company intends to obtain a sign off on these terms for each of its financial statements in each financial year.

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Principle	ASX Recommendation	Conform (Y/N)	Disclosure
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.	Y	The Company will disclose the process used to verify the integrity of any corporate reports released to the market that are not audited or reviewed by an external auditor.
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.	Y	The Company has adopted a Continuous Disclosure Policy, which is included in the Corporate Governance section of the Company’s website. The Company’s Continuous Disclosure Policy seeks to ensure compliance with continuous disclosure obligations by setting out related legal requirements and best practice guidelines, providing guidance on the identification of material information and requiring the reporting of such information to the Company Secretary or other key personnel for review. The Continuous Disclosure Policy sets out the procedures that apply to external announcements to provide securityholders and the market with timely, balanced, direct and equal access to information issued by the Company and promote investor confidence in the integrity of the Company and its securities through external announcements that are factual, complete, relevant, balanced and expressed in an objective and clear manner.
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	Y	All material market announcements are provided to all directors promptly after release.
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.	Y	The Company intends for all substantive investor or analyst presentations to be released on the ASX market announcements platform immediately prior to the making of those presentations.
Principle 6:	Respect the rights of shareholders
6.1	A listed entity should provide information about itself and its governance to investors via its website.	Y	The Company’s website provides information about the Company, its corporate governance, financial performance and prospects. Investors will be able to access copies of all announcements to the ASX on the Company’s website.
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	Y	The Company has a Communications Policy, which is included in the Corporate Governance section of the Company’s website.

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Principle	ASX Recommendation	Conform (Y/N)	Disclosure
			The Company has a comprehensive investor engagement program which includes briefings, presentations and events.
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	Y	The Company has a Communications Policy, which is included in the Corporate Governance section of the Company’s website. Meetings of shareholders of the Company represent an excellent opportunity for the Company to provide information to its shareholders and the Company encourages attendance at, and participation in, general meetings (including via electronic communications). The Company typically holds its annual general meeting in November in Sydney. A notice of a meeting will be sent to shareholders prior to meetings, including details of the time and place of the meeting, the resolutions to be considered and proxy voting procedures. The Company recognises that some shareholders will not be able to attend its meetings of shareholders. To allow for the participation of any such shareholders, the Company encourages shareholders to forward their questions to the Company Secretary prior to the meeting. Where appropriate, these questions will be read out and answered at the meeting, or, if this is not practicable, the question and answer will be recorded in the transcript of the meeting.
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.	Y	In accordance with ASX guidance, all Listing Rule resolutions and all substantive resolutions are decided by a poll rather than by a show of hands.
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	Y	The Company encourages shareholders to receive communications from it and its share registrar electronically and provides details for shareholders to send electronic communications and to have them actioned appropriately.
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	N	The Company has established a combined Audit and Risk Committee which comprises John Balassis, Keith Gunaratne and Jonathan Sweeney. John Balassis is the chair of the Audit and Risk Committee, who is considered by the Board to be an independent director and is not the chair of the Board.

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Principle	ASX Recommendation	Conform (Y/N)	Disclosure
	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.		See section 4.1 for further details.
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.	Y	The Board is responsible for risk oversight and the management and internal control of the processes by which risk is considered for both ongoing operations and prospective actions. The Board is required to: a) oversee the establishment and implementation of the risk management system; and b) review the effectiveness of the Company’s risk management system, in relation to the processes, structures and culture established to identify, assess, treat and monitor risk to support the achievement of the Company’s objectives. In specific areas, the Board is assisted by the Audit and Risk Management Committee. The Audit and Risk Management Committee is responsible for establishing procedures which provide assurance that major business risks are identified, consistently assessed and appropriately addressed.

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Principle	ASX Recommendation	Conform (Y/N)	Disclosure
			The Audit and Risk Committee Charter and Risk Management Policy are included in the Corporate Governance section of the Company’s website.
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.	N	The Company does not have a formalised internal audit function, but the Audit and Risk Management Committee has identified and implemented processes to evaluate and continually improve the effectiveness of its risk management and internal control processes despite not having an internal audit function (in compliance with Recommendation 7.3(b)). The Audit and Risk Management Committee will identify, assess and address risks related to finance, operations and corporate governance. The Audit and Risk Management Committee requires senior executives to prepare, monitor and maintain a risk register of those risks identified and how those risks will be addressed. The Company also engages third party specialists to perform internal audit activities as required.
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.	Y	The Company does not believe that it has a material exposure to any environmental or social risks. Should any of these risks arise then they will be managed in accordance with the Company’s Risk Management Framework and with the assistance of specialist professionals where required
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	Y	The Company has established a combined Remuneration and Nomination Committee (see sections 1.2 and 2.1 for further details).

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Principle	ASX Recommendation	Conform (Y/N)	Disclosure
	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 andnot 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.	Y	Details of, including the policies and practices, the remuneration of Directors and other senior executives will be included as part of its Annual Report.
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.	Y	The Company has a Securities Trading Policy that applies to Directors, senior executives and certain other employees (including those persons having the authority and responsibility for planning, directing and controlling the activities of the Company, whether directly or indirectly). The Securities Trading Policy explains the types of conduct in dealings and securities that are prohibited under the Corporations Act and establishes procedures in relation to Directors, senior executives and employees dealing in securities. A copy of the Securities Trading Policy is included in the Corporate Governance section of the Company’s website.
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.	N/A	N/A
9.2	A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time	N/A	N/A

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Principle	ASX Recommendation	Conform (Y/N)	Disclosure
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 questionsfromsecurityholdersrelevant to the audit	N/A	N/A

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APPENDIX A – BOARD SKILLS MATRIX

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