GREAT BOULDER RESOURCES LIMITED — Governance Information 2021

Sep 28, 2021

Corporate Governance Statement

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Great Boulder Resources Limited ACN 611 695 955 (Company)

Overview

The Company’s Board of Directors ( Board ) is responsible for the overall corporate governance of the Company, and it recognises the need for the highest standards of ethical behaviour and accountability. It is committed to administering its corporate governance structures to promote integrity and responsible decision making. Accordingly, the Company has, where appropriate, sought to adopt the ‘Corporate Governance Principles and Recommendations’ (Fourth Edition) ( ASX Recommendations ) published by the ASX Corporate Governance Council.

The corporate governance principles and practices adopted by the Company may depart from those generally applicable to ASX-listed companies under ASX Recommendations where the Board considers compliance is not appropriate having regard to the nature and size of the Company’s business and operations.

The Company sets out below its “if not why not” report in relation to those matters of corporate governance where the Company’s practice departs from the ASX Recommendations, to the extent that they are currently applicable to the Company.

This statement is current as at 29 September 2021 and has been approved by the Board.

	PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT	PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
	Recommendation	Great Boulder Resources Ltd Current Practice
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.	Adopted. The Directors have adopted a Board Charter, a copy of which is available on its website which sets out (amongst other things): (a) the roles and responsibilities of the Board and of management; and (b) the matters expressly reserved to the Board and those delegated to management. Non-executive Director appointment letters outline the terms and conditions of Non-executive Director appointments. As the Company recruits additional management, the roles and responsibilities of these persons will be considered and documented.

GREAT BOULDER RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT

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1.2	A listed entity should: (a) undertake appropriate checks before appointing a person or senior executive or putting 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.	Adopted. Prior to the appointment of a person as a Director, or putting forward to Shareholders a candidate for election as a Director, the Company undertakes checks which it believes are appropriate to verify a Director’s character, experience, education, criminal record and bankruptcy history (including for new Directors). The Company will ensure that all Material information in relation to a Director up for election or re-election is provided in the Notice of Meeting for each AGM including background, other material directorships, term and the Board’s consideration of them as independent or non-independent director, and the Board statement as to whether it supports the election or re-election of the candidate.
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Adopted. The Company seeks to engage or employ its Directors and other senior executives under written agreements setting out key terms and otherwise governing their engagement or employment by the Company. The Company’s Managing Director is employed pursuant to a written Executive Services Agreement with the Company and each Non-executive Director is engaged under a letter of engagement.
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.	Adopted. In accordance with the Board Charter, the Company Secretary reports directly, and is accountable, to the Board through the Chairman in relation to all governance matters. The Company Secretary advises and supports the Board members on general governance matters, implements adopted governance procedures, and co-ordinates circulation of meeting agendas and papers.

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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 organisation (including how the entity has defined “senior executive” for these purposes); or B. if 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.”	Adopted. The Company has adopted a Diversity Policy which sets out the beliefs, goals and strategies of the Company with respect to diversity within the Company. The Diversity Policy requires the Company to set measurable objectives for achieving diversity and disclose its progress towards achieving them. As part of this disclosure, the Company must disclose the proportion of: (a) women employees in the whole organisation (33%); (b) women in senior executive positions (40%); and (c) women on the Board (33%). A copy of the Diversity Policy is available on the Company’s website.
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 was undertaken in accordance with process during or in respect of that period.	Partially Adopted. The Company has adopted in its Board Charter a process for evaluation of the Board, its committees and individual Directors. This process is conducted by the Board. The Board also performs a complementary function under the Nomination and Remuneration Policy. An evaluation has not taken place within the financial period.
1.7	A listed entity should: (d) have and disclose a process for periodically evaluating the performance of its senior executives; and (e) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	Adopted. The Nomination and Remuneration Policy provides that the Board will undertake performance evaluation of the Directors and senior management on at least an annual basis. Performance of Directors and senior management is assessed against performance criteria set by the Board. The Company completed a review of the performance of the Managing Director on 29 June 2021.

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	PRINCIPLE 2 – STRUCTURE THE BOARD TO ADD VALUE
	Recommendation	Great Boulder Resources Ltd Current Practice
2.1	The board of a listed entity should: (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director; and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met through 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.	Not Adopted. The Company does not have a nomination committee at this stage. The Board considers that, given the current size and scope of the Company’s operations, efficiencies or other benefits would not be gained by establishing a separate nomination committee. The full Board, which comprises three Non-executive Directors and one Executive Director, considers the matters and issues that would otherwise be addressed by a nomination committee in accordance with the Company’s Nomination and Remuneration Policy. Under the Board Charter, candidacy for the Board is based on merit against objective criteria with a view to maintaining an appropriate balance of skills and experience. As a matter of practise, candidates for the office of Director are individually assessed by the Chairman and the Managing Director before appointment or nomination to ensure that they possess the relevant skills, experience and other qualities considered appropriate and necessary to provide value and assist in advancement of the Company’s operations, as well as the capability to devote the necessary time and commitment to the role. The Board intends to reconsider the requirement for, and benefits of, a separate nomination committee as the Company’s operations grow and evolve. The Company’s Nomination and Remuneration policy is available on the Company’s website.
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.	Not Adopted. The Company does not currently have a skills or diversity matrix in relation to the Board members. The Board considers that such a matrix is not necessary given the current size and scope of the Company’s operations. The Board may adopt such a matrix at a later time as the Company’s operations grow and evolve.

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2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position or relationship of the type as described in Box 2.3 of the Recommendations (Factors relevant to assessing independence) but the board is of the opinion that it does not compromise the independence of the director, nature of the interest, position or relationship in questions and an explanation of why the board is of that opinion; and (c) the length of service of each director.	Adopted. The Company has two directors who satisfy the criteria for independence as outlined in ASX Recommendation 2.3, being Gregory Hall and Melanie Leighton. Disclosure of the names of Directors considered by the Board to be independent will be provided in the Company’s annual reports. The Board currently comprises the following members: (a) Gregory Hall – Non-Executive Chairman Gregory Hall has held this office since 6 April 2016. The Board (excluding Mr Hall) considers Mr Hall to be independent as he is free from any business or other relationship with the Company that could materially interfere with, or reasonably be perceived to material interfere with, the independent exercise of his judgement as Director. (b) Andrew Paterson – Managing Director Andrew Paterson has held this office since 24 June 2019. The Board (excluding Mr Paterson) does not consider Mr Paterson to be independent as he is an executive employee of the Company. (c) Melanie Leighton – Non-Executive Director Melanie Leighton has held this office since 6 April 2016. The Board (excluding Ms Leighton) considers Ms Leighton to be independent as she is free from any business or other relationship with the Company that could materially interfere with, or reasonably be perceived to material interfere with, the independent exercise of her judgement as Director.
2.4	A majority of the Board of a listed entity should be independent directors.	Adopted. 67% of the Directors satisfy the independence criteria for the purposes of ASX Recommendation 2.3 (see paragraphs 2.3(a) and (c) above), being Gregory Hall and Melanie Leighton.
2.5	The Chair of a 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.	Adopted. The Chairman of the Company, Gregory Hall, is an independent Director in accordance with the criteria for independence outlined in ASX Recommendation 2.3 and does not perform the role of Chief Executive Officer.

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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.

Not Adopted.

The Company does not currently have a formal induction program for new Directors nor does it have a formal professional development program for existing Directors. The Board does not consider that a formal induction program is necessary given the current size and scope of the Company’s operations.

The Directors have been selected on the basis that collectively they have experience across mining, exploration, geology, corporate finance, accounting and corporate advisory services. The majority of Directors also have current or previous experience with ASX-listed companies, including directorship or management experience.

The Board seeks to ensure that all of its members understand the Company’s operations and the Directors will be given the opportunity to attend, on behalf of the Company and otherwise, appropriate and relevant technical and commercial seminars and industry conferences which enable them to maintain their understanding of industry matters and technical advancements.

Noting the above, the Board considers that a formal induction program is not necessary at present, though the Board may adopt such a program in the future as the Company’s operations grow and evolve.

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	PRINCIPLE 3 – PROMOTE ETHICAL AND RESPONSIBLE DECISION-MAKING
	Recommendation	Great Boulder Resources Ltd Current Practice
3.1	A listed entity should articulate and disclose its values.	Not Adopted. The Company is yet to articulate its values.
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.	Adopted. The Code of Conduct is contained within the Corporate Governance Charter which is on 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 incidents reported under thatpolicy.	Adopted. The Whistleblower Policy is on the Company’s website. The Board is informed of any material incidences under the policy.
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	Not Adopted. The Company does not have a separate anti-bribery and corruption policy. The Company has material exposure to financial economic and social sustainability risks through its exploration and operational activities mitigates these risks by ensuring there is adequate finding to ensure that it can meet its operating obligations and ensuring it applies best practice procedures to ensure compliance with all relevant legal obligations.

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	PRINCIPLE 4 – SAFEGUARD INTEGRITY IN FINANCIAL REPORTING
	Recommendation	Great Boulder Resources Ltd Current Practice
4.1	The board of a listed entity should: (a) have an audit committee which: (i) has at least 3 members, all of whom are non-executive directors and a majority of whom are independent directors; and (ii) is chaired by an independent director, who is not the chair of the board; And disclose: (iii) the charter of the committee (iv) the relevant qualifications and experience of the member of the committee; and (v) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the member 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.	Not Adopted. The Company has not established a separate Audit Committee. Under the Board Charter, the role of the Audit Committee is undertaken by the full Board. The Board considers that, given its current size and that only one Director holds an executive position in the Company, efficiencies or other benefits would not be gained by establishing a separate Audit Committee. The Board has charged the Company Secretary with preparing the annual and half yearly reports. These reports are subsequently audited by the Company’s auditors. Following admission to ASX, the Company Secretary will also compile necessary information and prepare the Company’s quarterly financial reports. All Company reports are reviewed by the Board before they are finalised and the Directors are given the opportunity to question and consider the veracity of the information in the reports. As the Company’s operations grow and evolve, the Board will reconsider the appropriateness of forming a separate Audit Committee. The audit functions of the Board are set out in the Board Charter which is available on the Company’s website.
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.	Adopted. As a matter of practise, the Company will obtain declarations from its Managing Director and Company Secretary before its financial statements are approved substantially in the form referred to in ASX Recommendation 4.2.
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.	Adopted. The Company has a Continuous Disclosure and Market Communication Policy which sets out its internal processes for the management of market announcements to the ASX.

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	PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
	Recommendation	Great Boulder Resources Ltd Current Practice
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under the listing rule 3.1.	Adopted. The Company is a “disclosing entity” pursuant to section 111AR of the Corporations Act and, as such, is required to comply with the continuous disclosure requirements of section 674 of the Corporations Act and, following admission to ASX, Chapter 3 of the ASX Listing Rules. Subject to the exceptions contained in the ASX Listing Rules, the Company will be required to disclose to ASX any information concerning the Company which is not generally available and which a reasonable person would expect to have a material effect on the price or value of its shares. The Company is committed to observing its disclosure obligations under the Corporations Act and, following admission to ASX, the ASX Listing Rules. All relevant information provided to ASX following the Company’s admission will be posted on the Company’s website. The Company has adopted a Continuous Disclosure and Market Communications Policy, the purpose of which is to: (a) ensure that the Company, as a minimum, complies with its continuous disclosure obligations under the Corporations Act and the ASX Listing Rules and, as much as possible, seeks to achieve and exceed best practice; (b) provide shareholders and the market with timely, direct and equal access to information issued by the Company; and (c) promote investor confidence in the integrity of the Company and its securities. A copy of the Continuous Disclosure and Market Communications Policy is available on the Company’s website.
5.2	A listed entity should ensure that its board receives a copy of all material market announcements promptly after they have been made.	Adopted.
5.3	A listed entity that gives new substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	Adopted. Under the Company's Continuous Disclosure Policy, price sensitive information is publicly released through ASX before it is disclosed to shareholders and market participants, and any new and substantive investor or analyst presentation will be released to the ASX market Announcements Platform ahead of the presentation.

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	PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS
	Recommendation	Great Boulder Resources Ltd Current Practice
6.1	A listed entity should provide information about itself and its governance to investors via its website.	Adopted. Information about the Company, including copies of its various corporate governance policies and charters, is available at www.greatboulder.com.au.
6.2	A listed entity should have an investor relations program to facilitate effective two-way communication with investors.	Adopted. The Company has adopted a Shareholder Communications Policy the purpose of which is to facilitate the effective exercise of shareholders’ rights by communicating effectively with members, giving shareholders ready access to balanced and understandable information about the Company and its corporate strategies, and making it easy for members to participate in general meetings of the Company. This policy establishes procedures for shareholder queries to be made to the Managing Director and Company Secretary generally at any time and also provides that shareholders are to be provided with opportunities to put questions to the Board at general meetings. The Company communicates with Shareholders as follows: (a) following admission to ASX, through releases to the market via the ASX; (b) through the Company’s website; (c) through information provided directly to shareholders; and (d) at general meetings of the Company. A copy of the Shareholder Communications Policy is available on the Company’s website.
6.3	A listed entity should disclose that it facilitates and encourages participation at meetings of security holders.	Adopted. As noted above, the Company has adopted a Shareholder Communications Policy. Under this policy, the Company supports shareholder participation in general meetings and seeks to provide appropriate mechanisms for such participation. As a matter of practise, in its notices of meeting, the Company encourages those shareholders who cannot attend general meetings in person to appoint proxies on their behalf. In preparing for general meetings, the Company will draft the notice of meeting and related explanatory information so that they provide all of the information that is relevant to shareholders in making decisions on matters to be voted on by them at the meeting. This information is to be presented clearly and concisely so that it is easy to understand and not ambiguous.

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		The Company will use general meetings as a tool to effectively communicate with shareholders and allow shareholders a reasonable opportunity to ask questions of the Board and to otherwise participate in the meeting. Mechanisms for encouraging and facilitating shareholder participation will be reviewed regularly to encourage the highest level of shareholder participation. A copy of the Shareholder Communications Policy is available on the Company’s website.
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than a show of hands.	Adopted.
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.	Adopted. The Company considers that communicating with shareholders by electronic means is an efficient way to distribute information in a timely and convenient manner. In accordance with the Shareholder Communication Policy, the Company will, as a matter of practise, provide new shareholders with the option to receive communications from the Company electronically and the Company encourages them to do so. Existing shareholders are also encouraged to request communications electronically. All shareholders who have opted to receive communications electronically are provided with notifications by the Company when an announcement or other communication (including annual reports and notices of meeting) is uploaded to the ASX announcements platform.

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• PRINCIPLE 7 – RECOGNISE AND MANAGE RISK Recommendation Great Boulder Resources Ltd Current Practice

• 7.1 The board of a listed entity should: Partially Adopted. (a) have a committee or committees to oversee The Company does not have a separate risk management

• risk, each of which: committee.

• (i) has at least three members, a majority of whom are independent directors; and The role of the risk management committee is undertaken by

• (ii) is chaired by an independent director, the Board, which is responsible for supervising

• and disclose: management’s framework of control and accountability (iii) the charter of the committee; systems to enable risk to be assessed and managed in (iv) the members of the committee; and accordance with the Company’s Risk Management Policy. (v) as at the end of each reporting period, The Board considers that, given the current size and scope of

• the number of times the committee met the Company’s operations and that only one Director holds

• throughout the period and the individual an executive position in the Company, efficiencies or other

• attendances of the members at those benefits would not be gained by establishing a separate risk

• meetings; or

The role of the risk management committee is undertaken by the Board, which is responsible for supervising management’s framework of control and accountability systems to enable risk to be assessed and managed in accordance with the Company’s Risk Management Policy.

The Board considers that, given the current size and scope of the Company’s operations and that only one Director holds an executive position in the Company, efficiencies or other benefits would not be gained by establishing a separate risk management committee at present.

• (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.

As the Company’s operations grow and evolve, the Board will reconsider the appropriateness of forming a separate risk management committee.

However, the Company has adopted a Risk Management Policy for the Company which includes the following:

• (a) The purpose of the policy is to:

• provide a framework for identifying, assessing, monitoring and managing risk;

• communicate the roles and accountabilities of participants in the risk management system; and

• highlight the status of risks to which the Company is exposed, including any material changes to the Company’s risk profile.

• (b) The Board is responsible for the following under the policy:

• risk management and oversight of internal controls; and

• establishing and overseeing procedures which provide assurance that business risks are identified, consistently assessed and adequately addressed.

• The Board will review assessments of the effectiveness of risk management and internal compliance and control on an annual basis.

A copy of the Risk Management Policy is available on the Company’s website.

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• 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 regards to the risk appetite set by the board; and

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

• 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 risk management and internal control processes.

Adopted.

The Board has responsibility for the monitoring of risk management and will review the Company’s risk management framework on an annual basis to ensure that the framework continues to be effective. The Company has undertaken a review during the financial period.

Adopted.

The Company does not currently have an internal audit function, however the function is undertaken by relevant staff under the direction of the full Board.

The Company has adopted internal control procedures pursuant to its Risk Management Policy, including the following:

• (a) Oversight of the Company’s financial affairs will be the responsibility of the Board.

• (b) All major project expenditure must first receive the approval of the Board.

• (c) The Company will adhere to a thorough due diligence process in relation to any proposed business relationship or project acquisition.

• (d) The Board will ensure that systems are in place to maintain effective title to exploration properties, and to fulfil all expenditure and joint venture obligations.

The Board is charged with evaluating and considering improvements to the Company’s risk management and internal control processes on an annual basis.

The Board considers that an internal audit function is not currently necessary given the current size and scope of the Company’s operations. However, as the Company’s operations grow and evolve, the Board will reconsider the appropriateness of adopting an internal audit function.

• 7.4 A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.

Not Adopted.

The Group does not have an Environmental, Social and Governance (ESG) policy, but is in the process of going through an ESG review and formulating a policy.

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	PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
	Recommendation	Great Boulder Resources Ltd Current Practice
8.1	The board of a listed entity should: (a) have a remuneration committee which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) 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.	Partially Adopted. The Company has not established a separate remuneration committee at this stage. The Board considers that, given the current size and scope of the Company’s operations and that only one Director holds an executive position in the Company, efficiencies or other benefits would not be gained by establishing a remuneration committee. The Company will set out the remuneration paid or provided to Directors and senior executives annually in the remuneration report contained within the Company’s annual report to shareholders. The full Board determines all compensation arrangements for Directors. It is also responsible for setting (and monitoring) performance criteria, share option schemes, incentive/performance schemes, superannuation entitlements, retirement and termination entitlements and professional indemnity and liability insurance cover. As the Company’s operations grow and evolve, the Board will reconsider the appropriateness of forming a separate remuneration committee. A copy of the Nomination and Remuneration Policy is available on the Company’s website.
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.	Adopted. The Company’s policies and practises regarding the remuneration of Executive and Non-Executive Directors and other senior executives will be set out in the remuneration report contained in the Company’s annual report for each financial year.

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• 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.

Adopted.

The Company has adopted an Incentive Plan (Plan). In accordance with the Company’s Securities Trading Policy, the Plan does not allow participants to enter transactions that would limit their economic risk under the Plan.

The policy provides that where a Designated Person is entitled to equity-based remuneration arrangements, that Designated Person must not at any time enter into a transaction (e.g. writing a call option) that operates or is intended to operate to limit the economic risk of holdings of unvested securities or vested securities in the Company which are subject to a holding lock.

A copy of the Company’s Security Trading Policy is available on the Company’s website.

Corporate Governance Statement dated 30 June 2021

Approved by the Board 29 September 2021

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