KORE POTASH PLC — Governance Information 2023

Mar 30, 2023

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity

KORE POTASH PLC

ABN/ARBN

621 843 614

Financial year ended:

31 DECEMBER 2022

Our corporate governance statement¹ for the period above can be found at:²

☑ These pages of our annual report: 34-65
☐ This URL on our website:

The Corporate Governance Statement is accurate and up to date as at 30 March 2023 and has been approved by the board.

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

Date: 31 March 2023

Henko Vos

Joint Company Secretary

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

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

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

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

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

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

³ Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

See notes 4 and 5 below for further instructions on how to complete this form.

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

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out:
(a) the respective roles and responsibilities of its board and management; and
(b) those matters expressly reserved to the board and those delegated to management.	☐ and we have disclosed a copy of our board charter at:
https://korepotash.com/wp-content/uploads/2020/03/Schedule_matters_Nov_2017.pdf
and refer to pages 37-40 of the Corporate Governance Statement under “Division of Responsibilities”.	☐ set out in our Corporate Governance Statement OR
☐ 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.	☐ Refer to pages 37-40 of the Corporate Governance Statement under “Division of Responsibilities”, pages 41-42 of the Corporate Governance Statement under “Composition, Succession and Evaluation”, pages 46-48 under “Remuneration” and page 51 of the Corporate Governance Statement under “Remuneration and Nomination Committee”.	☐ set out in our Corporate Governance Statement OR
☐ 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.	☐ Refer to page 30 of the Directors’ Report under “Directors Service Contracts”.	☐ set out in our Corporate Governance Statement OR
☐ 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.	☐ Refer to page 29 of the Directors’ Report under “Joint Company Secretaries” and page 40, section 16 of the Corporate Governance Statement under “Division of Responsibilities”.	☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation is therefore not applicable

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

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.5	A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity's progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity's most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.	☐ and we have disclosed a copy of our diversity policy at: 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 Statement OR
☐ we are an externally managed entity and this recommendation is therefore not applicable
Page 51 of the Corporate Governance Statement under “Remuneration and Nomination Committee” sets out, inter alia, the policy on diversity and inclusion and the gender balance of senior management and their direct reports.
The Board has set Group and Individual Expectations for diversity however the Board considers that due to the size of the Company and operations, formally setting up measurable diversity objectives is not appropriate at the time. The Company also utilises external consultants and contractors to complement the full-time workforce as and when required.
The Company provides equal employment opportunities to men and women at all times. Measurable objectives will be considered by the Board when the Company becomes of a size that warrants such objectives. Once established, the Board will review progress against any objectives identified on an annual basis.

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

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.6	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:
page 37 in the Corporate Governance Statement under “Division of Responsibilities” and page 41 of the Corporate Governance Statement under “Composition, Succession and Evaluation”.
and whether a performance evaluation was undertaken for the reporting period in accordance with that process at:
Same comment as above.	☐ set out in our Corporate Governance Statement OR
☐ 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:
The Corporate Governance Statement, and the Remuneration and Nomination Committee Report on page 51 of the Annual Report.
and whether a performance evaluation was undertaken for the reporting period in accordance with that process at:
Same comment as above.	☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation is therefore not applicable

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

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	[If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://korepotash.com/wp-content/uploads/2020/03/Nomination_Remuneration_Committee_Te rms_Reference.pdf Also refer to page 51 of the Corporate Governance Statement under “Remuneration and Nomination Committee” for details on the members of the committee. and the information referred to in paragraphs (4) and (5) at: Refer to page 51 of the Corporate Governance Statement under “Remuneration and Nomination Committee” for details on the members of the committee and page 30 of the Directors’ Report under “Board and Committee Meeting Attendance” for the number of meetings held per reporting period. [If the entity complies with paragraph (b):] Not applicable and we have disclosed the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively at: [insert location]	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
2.2	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:
...
[insert location]	☒ set out in our Corporate Governance Statement OR
The Board takes into account the skills and experience of the directors when forming the Board. Refer to pages 27-29 in the Annual Report for the Board's skills and experience.
☐ we are an externally managed entity and this recommendation is therefore not applicable
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:
pages 24 and 27-29 of the Director's Report.
and, where applicable, the information referred to in paragraph (b) at:
pages 37-40 of the Corporate Governance Statement under "Division of Responsibilities"
[insert location]
and the length of service of each director at:
page 53 of the Corporate Governance Statement under "KMP of the Company and the Group".	☐ set out in our Corporate Governance Statement

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

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
2.4	A majority of the board of a listed entity should be independent directors.	☐	☑ set out in our Corporate Governance Statement OR
The Company currently has 2 independent directors out of 5 directors. The Company considers them to be independent as they are not involved in any executive capacity, have no business relationships with the Company, nor are associated with any such investor, and have no close family or other business relationships with the Company or any of its directors or senior executives. Given the small quantum of shares held by and Performance Rights awarded to each independent non-executive director, the Company is of the view that these do not affect their independent judgement. Refer to page 38, section 10 in the Corporate Governance Statement under “Division of Responsibilities”.
☐ 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.	☑ Refer to page 38, section 9 in the Corporate Governance Statement under “Division of Responsibilities”. The Chair of the Board is considered independent appointment and, in the Board’s view, continues to remain independent as he is not involved in any executive capacity, has no material business relationships with the Company nor is associated with any such material investor and has no close family or other business relationships with the Company or any of its directors or senior executives. The division of responsibilities between the Non-Executive Chairman and the CEO is clearly defined in writing. However, they work closely together to ensure effective decision making and the successful delivery of the Group’s strategy.	☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation is therefore not applicable

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

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
2.6	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.	☐ Refer to page 51 in the Corporate Governance Statement under “Remuneration and Nomination Committee”. The Remuneration and Nomination Committee is required to meet annually and at such other times as required. Its objectives are to maintain a board of directors that has an appropriate mix of skills, experience and knowledge to be an effective decision-making body; and ensure that the Board is comprised of directors who contribute to the successful management of the Company and discharge their duties having regard to the law and the highest standards of corporate governance.	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – INSTITUTE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☐ and we have disclosed our values at: Corporate Governance Statement and https://korepotash.com/investors/corporate-governance/ and refer to page 34 in the Corporate Governance Statement under “Introduction” and “Board Leadership and Company Purpose”.	☐ set out in our Corporate Governance Statement
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	☐ and we have disclosed our code of conduct at: page 63 in the Corporate Governance Statement under “Other Corporate Governance Matters - Code of Conduct”.	☐ set out in our Corporate Governance Statement
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	☐ and we have disclosed our whistleblower policy at: Refer to page 34 in the Board Leadership and Company Purpose under “Provisions” and page 63 in the Corporate Governance Statement under “Other Corporate Governance Matters - Code of Conduct”.	☐ set out in our Corporate Governance Statement

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

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
3.4	A listed entity should:
(a) have and disclose an anti-bribery and corruption policy; and
(b) ensure that the board or committee of the board is informed of any material breaches of that policy.	☐
and we have disclosed our anti-bribery and corruption policy at:
Refer to page 63 in the Corporate Governance Statement under “Other Corporate Governance Matters - Code of Conduct”.	☐ set out in our Corporate Governance Statement

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

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should:(a) have an audit committee which:(1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and(2) is chaired by an independent director, who is not the chair of the board,and disclose:(3) the charter of the committee;(4) the relevant qualifications and experience of the members of the committee; and(5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or(b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:https://korepotash.com/wp-content/uploads/2020/03/Audi_Risk_CommitteeTerms_Reference.pdf for 4.1(a)(3).and the information referred to in paragraphs (4) and (5) at:pages 27-29 in the Directors’ Report under “Information on Directors” for 4.1(a)(4) and page 30 under “Board and Committees Meeting Attendance” for 4.1(a)(5).[If the entity complies with paragraph (b):]Not applicableand we have disclosed the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner at:...[insert location]	☐ set out in our Corporate Governance StatementRegarding 4.1(a)(1) and 4.1(a)(2), the Company has established an Audit and Risk Committee. However, the Committee currently has 2 members instead of 3 (3 members up to 24 January 2023). Both members are considered to be independent non-executive directors.Refer to page 42 in the Corporate Governance Statement under “Audit, Risk and Internal Control”, and also pages 49-50 under “Audit and Risk Committee”.
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.	☐ Refer to page 42 in the Corporate Governance Statement under “Audit Risk and Internal Control - Provisions”.	☐ set out in our Corporate Governance Statement

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

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
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.	☐ Refer to page 42 in the Corporate Governance Statement under “Audit Risk and Internal Control - Provisions”.	☐ set out in our Corporate Governance Statement
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	☐ and we have disclosed our continuous disclosure compliance policy at: Refer to page 64 in the Corporate Governance Statement under “Other Corporate Governance Matters - Market Disclosure”.	☐ 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.	☐ Refer to page 64 in the Corporate Governance Statement under “Other Corporate Governance Matters - Market Disclosure”.	☐ 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.	☐ Refer to page 64 in the Corporate Governance Statement under “Other Corporate Governance Matters - Market Disclosure”.	☐ 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://korepotash.com/investors/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.	☐ Refer to page 34 in the Corporate Governance Statement under “Board Leadership and Company Purpose” and pages 64-65 in the Corporate Governance Statement under “Other Corporate Governance Matters - Shareholders”.	☐ set out in our Corporate Governance Statement

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

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Where a box below is ticked, ^{4} we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:^{5}
6.3
A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	☑
and we have disclosed how we facilitate and encourage participation at meetings of security holders at:
page 34 in the Corporate Governance Statement under “Board Leadership and Company Purpose” and pages 64-65 under “Other Corporate Governance Matters - Shareholders”.	☐ set out in our Corporate Governance Statement
6.4
A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	☑ Refer to pages 64-65 in the Corporate Governance Statement under “Other Corporate Governance Matters - Shareholders” and page 114 under ÁSX Additional Information (Unaudited) – Voting Rights”.	☐ 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.	☑ Refer to pages 64-65 in the Corporate Governance Statement under “Other Corporate Governance Matters - Shareholders”.	☐ set out in our Corporate Governance Statement

ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 12

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should:(a) have a committee or committees to oversee risk, each of which:(1) has at least three members, a majority of whom are independent directors; and(2) is chaired by an independent director,and disclose:(3) the charter of the committee;(4) the members of the committee; and(5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or(b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:https://korepotash.com/wp-content/uploads/2020/03/Audi_Risk_CommitteeTerms_Reference.pdfand the information referred to in paragraphs (4) and (5) at:Directors’ Report in the Annual Report[If the entity complies with paragraph (b):]Not applicableand we have disclosed the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework at:...[insert location]	☒ set out in our Corporate Governance StatementRegarding 7.1(a)(1) and 7.1(a)(2), the Company has established an Audit and Risk Committee. However, the Committee currently has 2 members instead of 3 (3 members until 24 January 2023). Both members are considered to be independent non-executive directors. Refer to page 42 in the Corporate Governance Statement under “Audit, Risk and Internal Control”, and also pages 49-50 under “Audit and Risk Committee”.
7.2	The board or a committee of the board should:(a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and(b) disclose, in relation to each reporting period, whether such a review has taken place.	☒and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at:page 30 of the Directors’ Report on the number of meetings held per year for 7.2(a), and on page 49-50 of the Corporate Governance Statement, under “Audit and Risk Committee” for 7.2(b).	☐ set out in our Corporate Governance Statement

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

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
7.3	A listed entity should disclose:
(a) if it has an internal audit function, how the function is structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	☐
[If the entity complies with paragraph (a):]
Not applicable
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:
pages 42-45 in the Corporate Governance Statement under “Audit, Risk and Internal Control” and pages 49-50 under “Audit and Risk Committee”.	☒ set out in our Corporate Governance Statement
The Group does not currently have an internal audit function. To evaluate and continually improve the effectiveness of the Company’s risk management and internal control processes, the Board relies on ongoing reporting and discussion of the management of material business risks with senior personnel and Directors. Once the Group is at a size and scale that warrants an Internal Auditor, the Board will be responsible for the appointment and overseeing of the Internal Auditor. Refer to pages 42-45 in the Corporate Governance Statement under “Audit, Risk and Internal Control” and pages 49-50 under “Audit and Risk Committee”.
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:
pages 49-50 in the Corporate Governance Statement under “Audit and Risk Committee”, and page 17 of the Review of Operations and Strategic Report under “Position and Principal Risks”.
and, if we do, how we manage or intend to manage those risks at:
page 26 of the Directors’ Report under “Environmental Issues”.	☐ set out in our Corporate Governance Statement

ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 14

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should:(a) have a remuneration committee which:(1) has at least three members, a majority of whom are independent directors; and(2) is chaired by an independent director,and disclose:(3) the charter of the committee;(4) the members of the committee; and(5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or(b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	☑[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:https://korepotash.com/wp-content/uploads/2020/03/Nomination_Remuneration_Committee_Terms_Reference.pdfand the information referred to in paragraphs (4) and (5) at:pages 51-52 in the Corporate Governance Statement under “Remuneration and Nomination Committee” for 8.1(a)(1-4) and page 30 for the number of meetings held for 8.1(a)(5).[If the entity complies with paragraph (b):]
Not applicableand we have disclosed the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive:...[insert location]	☐ set out in our Corporate Governance Statement OR☐ 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:pages 53-54 in the Corporate Governance Statement under “Remuneration Report”.	☐ set out in our Corporate Governance Statement OR☐ we are an externally managed entity and this recommendation is therefore not applicable

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

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
8.3	A listed entity which has an equity-based remuneration scheme should:(a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and(b) disclose that policy or a summary of it.	☐ and we have disclosed our policy on this issue or a summary of it at: pages 55-62 in the Corporate Governance Statement under “Remuneration - KMP Remuneration”.	☐ set out in our Corporate Governance Statement OR☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicable OR☐ we are an externally managed entity and this recommendation is therefore not applicable
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: page 3 in the Annual Report under “Corporate Directory”. The Company is incorporated in the United Kingdom and its registered office and principal place of business is also in the United Kingdom. All directors speak and understand English. All meetings are conducted in English, including shareholder meetings.	☐ 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.	☐ Refer to pages 64-65 in the Corporate Governance Statement under “Other Corporate Governance Matters - Shareholders”.	☐ set out in our Corporate Governance Statement OR☐ 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.	☐ Refer to pages 64-65 in the Corporate Governance Statement under “Other Corporate Governance Matters - Shareholders”.	☐ set out in our Corporate Governance Statement OR☐ 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

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

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES – NOT APPLICABLE
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	☐ and we have disclosed the information referred to in paragraphs (a) and (b) at: [insert location]	☐ set out in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	☐ and we have disclosed the terms governing our remuneration as manager of the entity at: [insert location]	☐ set out in our Corporate Governance Statement

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