IMRICOR MEDICAL SYSTEMS INC. — Governance Information 2022

Apr 7, 2022

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Imricor Medical Systems, Inc.

ARBN 633 106 019	Financial year ended:
633 106 019	31 December 2021

Our corporate governance statement[1] for the period above can be found at:[2]

These pages of our � annual report: - � This URL on our https://imricor.com/corporate governance/ website:

The Corporate Governance Statement is accurate and up to date as at 8 April 2022 and has been approved by the board.

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

Date: 8 April 2022

Name of authorised officer authorising lodgement: Kobe Li

1 ����������������������������������������������� 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 ���������� 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 ������������������������������������������������������������������������������������������������� OR ���������������������������������� ��������������������������������������������������������������������� OR ���������������� the selection. See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G

Page 1

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 recommendationin fullfor the wholeof 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: ������������������������������� https://imricor.com/corporate-governance/	� 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 StatementOR � 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 ���������������������������� insert location ������������������������������������������������������������������������������������������������������ need ������������������������������������������������������������������������������������������������������������������������������������������������������������������������������ 10-12 of our annual ������������������������������������������������������������������������������������������������������������������������������������������������������������������������������� com.au/corporate �����������������������

5 ���������������������������������������������������������� in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Page 2

ASX Listing Rules Appendix 4G

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 recommendationin fullfor the wholeof 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) �������������������������������������ose 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 ����������������������������������������� purposes); or (B) ���������������������������������������� �������������������������������������� ��������������������������������������� 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: ������������������������������� https://imricor.com/corporate-governance/ and we have disclosed the information referred to in paragraph (c) at: ������������������������������� [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

Page 3

ASX Listing Rules Appendix 4G

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 recommendationin fullfor the wholeof 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
1.6	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: ������������������������������� https://imricor.com/corporate-governance/ and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: ������������������������������� https://imricor.com/corporate-governance/	� set out in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable
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: ������������������������������� https://imricor.com/corporate-governance/ and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: ������������������������������� https://imricor.com/corporate-governance/	� set out in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable

Page 4

ASX Listing Rules Appendix 4G

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 recommendationin fullfor the wholeof 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: ������������������������������� https://imricor.com/corporate-governance/ and the information referred to in paragraphs (4) and (5) at: ������������������������������� �������������s Annual Report	� 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: ������������������������������� https://imricor.com/corporate-governance/	� 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

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 recommendationin fullfor the wholeof 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: ������������������������������� https://imricor.com/corporate-governance/ and, where applicable, the information referred to in paragraph (b) at: ������������������������������� https://imricor.com/corporate-governance/ and the length of service of each director at: ������������������������������� https://imricor.com/corporate-governance/	� 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

Page 6

ASX Listing Rules Appendix 4G

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 recommendationin fullfor the wholeof 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: ������������������������������� [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 by a director or senior executive; and (2) any other material breaches of that code that call into question the culture of the organisation.	� and we have disclosed our code of conduct at: ������������������������������� https://imricor.com/corporate-governance/	� 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 code of conduct at: ������������������������������� https://imricor.com/corporate-governance/	� 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 code of conduct at: ������������������������������� https://imricor.com/corporate-governance/	� set out in our Corporate Governance Statement

Page 7

ASX Listing Rules Appendix 4G

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 recommendationin fullfor the wholeof 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: ������������������������������� https://imricor.com/corporate-governance/ and the information referred to in paragraphs (4) and (5) at: ������������������������������� ��������������������������	� set out in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the ���������������������������������������������������������� 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

Page 8

ASX Listing Rules Appendix 4G

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 recommendationin fullfor the wholeof 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 code of conduct at: ������������������������������� https://imricor.com/corporate-governance/	� 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.	�	� 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: ������������������������������� https://imricor.com/corporate-governance/	� 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 our code of conduct at: ������������������������������� https://imricor.com/corporate-governance/	� set out in our Corporate Governance Statement

Page 9

ASX Listing Rules Appendix 4G

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 recommendationin fullfor the wholeof 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
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
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 ��������������������������������������������� framework.	� [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: ������������������������������� https://imricor.com/corporate-governance/ and the information referred to in paragraphs (4) and (5) at: ������������������������������� ��������������������������	� set out in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review����������������������������������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 our code of conduct at: ������������������������������� https://imricor.com/corporate-governance/	� set out in our Corporate Governance Statement

Page 10

ASX Listing Rules Appendix 4G

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 recommendationin fullfor the wholeof 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: ������������������������������� https://imricor.com/corporate-governance/	� 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: ������������������������������� ��������������������������������������������������X on 30 August 2019. The Company is not subject to material environmental or social sustainability risks.	� set out in our Corporate Governance Statement

Page 11

ASX Listing Rules Appendix 4G

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 recommendationin fullfor the wholeof 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: ������������������������������� https://imricor.com/corporate-governance/ and the information referred to in paragraphs (4) and (5) at: ������������������������������� ��������������������������	� set out in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable
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.	� 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: ������������������������������� ��������������������������	� set out in our Corporate Governance StatementOR � 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 code of conduct at: ������������������������������� https://imricor.com/corporate-governance/	� set out in our Corporate Governance StatementOR � we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR � we are an externally managed entity and this recommendation is therefore not applicable

Page 12

ASX Listing Rules Appendix 4G

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 recommendationin fullfor the wholeof 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: ��������������������������� ����������������������������������������	� set out in our Corporate Governance Statement OR � we do not have a director in this position and this recommendation is therefore not applicable OR � 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 applicable OR � 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

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ASX Listing Rules Appendix 4G

8 April 2022 CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement sets out the position of Imricor Medical Systems, Inc. ARBN 633 106 019 ( Company ) ����������������������������������������������������������������� Governance Principles and Recommendations � 4[th] edition ( Principles and Recommendations ).

While the Principles and Recommendations are not mandatory, the Company is required to disclose the extent to which it complies with the Principles and Recommendations in its annual reports.

ASX BEST PRACTICE RECOMMENDATIONS

Item	ASX Best Practice Recommendation	Comment	Comply
Principle 1: Lay a solid foundation 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.	The Company's Board Charter which sets out the roles and responsibilities of the Board and Management. It is available for review on the ����������������: https://imricor.com/corporate-governance/ The Board Charter sets out the specific responsibilities of the Board, requirements as to ������������mposition, the establishment, operation and management of Board Committees and������������������� relationship with management.	Yes
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.	The Company undertakes checks on any person who is being considered as a director. These checks may include character, experience, education and financial history and background. All security holder releases will contain material information following the guidance contained in the ASX Corporate Governance Principles and Recommendations (4thEdition) about any candidate to enable security holders to make ���������������������������������������� election or re-election.	Yes
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	The Company has written appointment letters with each of its non-executive directors. The Company has written employment agreement with all of its senior executives.	Yes
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.	The Company's Board Charter sets out the roles and responsibilities of the Company Secretary. It is available for review���������������ebsite: https://imricor.com/corporate-governance/ The Company Secretary has a direct reporting line to the Board, through the Chair.	Yes

Item	ASX Best Practice Recommendation	Comment	Comply
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)������������������� 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 �������������� ������������������ purposes); or (B) if the entity is a ������������������ under the Workplace Gender Equality Act, ��������������� ������������� ���������������������� 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.	The Board has established a Diversity Policy which is available on its website: https://imricor.com/corporate-governance/ However, the policy does not require the Board or a relevant committee of the Board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the Company����������in achieving them. As a relatively small company (amongst those listed on the ASX) and recently admitted to the ASX, the Company has limited resources and only has a small number of employees. The Board will continue to monitor this matter and re-examine its approach having regard to its scale and resources as it grows. The Company has achieved an appropriate level of gender diversity in accordance with its Diversity Policy. There are currently: � 1 female director (of 4) on the Board � 3 female senior executives (of 9) � 22 female staff (of 61)	Partly

Item	ASX Best Practice Recommendation	Comment	Comply
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.	The Company has a process of periodic evaluation and disclosure for the board, its committees and individual directors, as set out in its Nomination and Remuneration Committee Charter which is ������������������������������� https://imricor.com/corporate-governance/ The Board undertook a formal performance evaluation during FY21.	Yes
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.	�������������������������������he Board is responsible for evaluating the performance of the chief executive officer and its senior executives. Formal reviews were conducted during the reporting period in accordance with this process.	Yes
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	The Company has established a Nomination and Remuneration Committee which shall be responsible for ensuring that its officers and executives are remunerated commensurate with their skills and experience and which is reflective of their performance. The current members of the committee are Mr Mark Tibbles, Ms Anita Messal and Mr Peter McGregor, all of whom are independent non- executive directors. The Chair of the committee is Mark Tibbles, who is an independent director. The qualifications and experience of the members of ����������������������������������� Annual Report. The number of times the committee met during the reporting period and the individual attendances of the members at ��������������������������������������� Annual Report. The Company has adopted a Charter for the Nomination and Remuneration Committee which �������������������������������������� procedures, guidelines and composition. It is	Yes

Item	ASX Best Practice Recommendation	Comment	Comply
	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.	���������������������������������������: https://imricor.com/corporate-governance/
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	The Company has a Board skill matrix setting out the mix of skills and diversity that the Board currently in its membership. The Board Skills ��������������������������������������: https://imricor.com/corporate-governance/ ������������������������������������������ meeting attendance will be set out in the ����������������������������������������� The Board and the Nomination and Remuneration Committee will continue to monitor and review the board skills matrix in order to add further values to the Board.	Yes
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.	The Board consists of four Directors, three of whom are considered as independent non- executive directors, being Mr Mark Tibbles, Ms Anita Messal and Mr Peter McGregor. The Board considers each Non-Executive Director to be independent having regard to the indicia in Box 2.3 in the ASX Recommendations. The Board has considered the holdings of shares in the Company by each Non-Executive Director and is of the opinion that their respective interests in shares would not materially interfere with, or could be reasonably perceived to interfere with, the independent exercise of their judgement in their position as a Director. The Board also considers that Mr Mark Tibbles, Ms Anita Messal and Mr Peter McGregor are otherwise free from any business or other relationship that could materially interfere with, or reasonably be perceived to interfere with, the independent exercise of their judgement, and that each of these Directors is able to fulfil the role of Independent Director for the purposes of the ASX Recommendations. Details of the length of service of each director are set out in the���������Annual Report.	Yes
2.4	A majority of the board of a listed	The Company considers three of the current four	Yes

Item	ASX Best Practice Recommendation	Comment	Comply
	entity should be independent directors.	directors to be independent, as mentioned in 2.3 above.
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	The roles of Chair of the Board and Chief Executive Officer of the Company are currently performed by Mr Steve Wedan. The Board considers Mr Wedan to presently be the most appropriate person to serve as Chair given the size of the ���������������������tage of development.	No
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	����������������������������������������� the Board is responsible for the approval and review of induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities. The Company Secretary is responsible for facilitating inductions and professional development. The Company has established a formal program for inducting new directors joining the Board. In addition, the Company is prepared to provide professional development options to directors reasonably requested by all directors.	Yes
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
3.1	A listed entity should articulate and disclose its values.	The Board intends to adopt and disclose a statement of values. It has not yet done so. The senior executive team will be charged with the responsibly of inculcating those values across the business.	No
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 by a director or senior executive; and (c) any other material breaches of that code that call into question the culture of the organisation.	���������������������������������� directors, senior executives and employees. A copy of the Code of Conduct is available on the ����������������� https://imricor.com/corporate-governance/ The Board will be informed of any material breaches of that code by a director or senior executive and any other material breaches of that code that call into question the culture of the organisation.	Yes
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.	������������������������������������������� employees. A copy of the Whistleblower Policy is available on �������������������� https://imricor.com/corporate-governance/ The Board will be informed of any material	Yes

Item	ASX Best Practice Recommendation	Comment	Comply
		incidents reported under that policy.
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.	����������������-Bribery and Anti-Corruption Policy applies to all employees. A copy of the Anti-Bribery and Anti-Corruption ��������������������������������������� https://imricor.com/corporate-governance/ The Board will be informed of any material breaches of that policy.	Yes
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.	The Company has established an Audit and Risk Committee which shall be responsible for monitoring and reviewing financial reporting by the Company. The current members of the committee are Mr Mark Tibbles, Ms Anita Messal and Mr Peter McGregor, all of whom are independent non- executive directors. The Chair of the committee is Peter McGregor, who is an independent director. The qualifications and experience of the members ������������������������������������� Annual Report. The number of times the committee met during the reporting period and the individual attendances of the members at ��������������������������������������� Annual Report. The Company has adopted a Charter for the Audit and Risk Committee which sets out the ��������������������������������������� guidelines and composition. It is available for r��������������������������� https://imricor.com/corporate-governance/	Yes
4.2	The board of a listed entity should, ���������������������������	Before it approves the Company�s financial statements for a financialperiod,the Board will	Yes

Item	ASX Best Practice Recommendation	Comment	Comply
	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.	seek from its Chief Executive Officer and Chief Financial Officer 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 fair and accurate representation 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. ����������������������������������������� which is appropriate as the Company applies the accounting principles generally accepted in the U������������������������������������������� ���������������������������������� requirement that does not apply to the Company as it is incorporated outside of Australia.
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.	������������external auditor will be invited to attend the annual meeting of stockholders and will be available to answer questions from security holders relevant to the audit at the annual general meetings.	Yes
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.	The Company has adopted a Continuous Disclosure Policy to ensure compliance with the ASX Listing Rules continuous disclosure requirements. The Continuous Disclosure Policy is available on �������������������: https://imricor.com/corporate-governance/	Yes
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	���������������������������������������� Disclosure Policy charges the Chief Executive Officer with responsibility for providing copies of all material market announcements to the Board promptly after they have been made.	Yes
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.	��������������������������������� Disclosure Policy ensures that the Company 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.	Yes
Principle 6: Respect the rights of security holders
6.1	A listed entity should provide	��������������������������������������	Yes

Item	ASX Best Practice Recommendation	Comment	Comply
	information about itself and its governance to investors via its website.	about the Company and its governance.
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	The Company�����������������information about the Company and its governance. The �������������������������������������� details should investors wish to contact the Company.	Yes
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	������������������������������������������ ���������������������������������������� has in place to facilitate and encourage participation at meetings of security holders.	Yes
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.	All stockholder resolutions will be undertaken in ������������������������������������ restated bylaws, amended and restated certificate of incorporation, Delaware law and the ASX Listing Rules. Resolutions will not be determined by a show of hands; rather every stockholder shall at every meeting of stockholders be entitled to one vote in person or by proxy for each share held by such stockholder.	Yes
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.	������������������������������������������� website. Security holders can submit an electronic query to the Company via its website (or investor website) or contact its registry, Computershare, �������������������������������������� All CDI holders will have the option to receive communications by email.	Yes
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	The Company has established an Audit and Risk Committee which shall be responsible for monitoring and reviewing financial reporting by the Company. The current members of the committee are Mr Mark Tibbles, Ms Anita Messal and Mr Peter McGregor, all of whom are independent non- executive directors. The Chair of the committee is Peter McGregor, who is an independent director. The qualifications and experience of the members ������������������������������������� Annual Report. The number of times the committee met during the reporting period and the individual attendances of the members at ��������������������������������������� Annual Report.	Yes

Item	ASX Best Practice Recommendation	Comment	Comply
	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 ���������������������������� management framework.	The Company has adopted a Charter for the Audit and Risk Committee which sets out the ��������������������������������������� guidelines and composition. It is available for ���������������������������� https://imricor.com/corporate-governance/
7.2	The board or a committee of the board should: (a) ��������������������� management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	The Company via the Audit and Risk Committee, regularly undertake reviews of its risk management framework to establish an effective and efficient system for: (i) identifying, assessing, monitoring and managing risk; and (ii) disclosing any material change to the Company's risk profile. A formal review was taken place for and during the reporting period.	Yes
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	The Company is not of the size or scale to warrant the cost of an internal audit function. This function is undertaken by the Board as a whole via the Audit and Risk Committee conducting the review of risk management and internal control processes on a regular basis.	Yes
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	The material economic risks the Company is exposed to is�������������������� replacement prospectus released to the ASX on 30 August 2019. The Company is not subject to material environmental or social sustainability risks.	Yes
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,	The Company has established a Nomination and Remuneration Committee which shall be responsible for ensuring that its of officers and executives are remunerated commensurate with	Yes

Item	ASX Best Practice Recommendation	Comment	Comply
	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.	their skills and experience and which is reflective of their performance. The current members of the committee are Mr Mark Tibbles, Ms Anita Messal and Mr Peter McGregor, all of whom are independent non- executive directors. The Chair of the committee is Mark Tibbles, who is an independent director. The qualifications and experience of the members of ����������������������������������� Annual Report. The number of times the committee met during the reporting period and the individual attendances of the members at ��������������������������������������� Annual Report. The Company has adopted a Charter for the Nomination and Remuneration Committee which �������������������������������������� procedures, guidelines and composition. It is ���������������������������������������� https://imricor.com/corporate-governance/
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non- executive directors and the remuneration of executive directors and other senior executives.	The Company discloses its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives in the Annual Report.	Yes
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.	The Company has a Securities Trading Policy which prohibits all participants in an approved share or option plan or who otherwise hold securities in the Company from engaging in any conduct that seeks to secure the economic value attaching to the relevant securities and remove the element of price risk inherent in the value of those securities, while the securities remain unvested or subject to escrow. Please refer to the policy for further details,�������������������������������� website: https://imricor.com/corporate-governance/	Yes

Additional Recommendations that apply only in certain cases

Item	ASX Best Practice Recommendation	Comment	Comply
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.	Not Applicable�������������������������� speak English.	Yes
9.2	A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	The Company intends on holding its meetings of security holders in Australia, and in any event, at a reasonable place and time for its security holders.	Yes
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.	������������������������������������������ attend the annual meeting of stockholders (whether in person or by telephone) and will be available to answer questions from security holders relevant to the audit and the annual general meetings.	Yes

��������������������������������������������������������������������������������������������������� ���������������������������������������������� website: https://imricor.com/corporate-governance/.