MOTIO LTD — Governance Information 2023

Sep 28, 2023

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Motio Limited

ABN/ARBN 147 799 951	Financial year ended:
147 799 951	30 June 2023

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

These pages of our ☐ annual report: This URL on our ☒ https://www.motio.com.au/investor/governance/ website:

The Corporate Governance Statement is accurate and up to date as at 29 September 2023 and has been approved by the board.

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

Date: 29 September 2023 Name of authorised officer Matthew Foy authorising lodgement:

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

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

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

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

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

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

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

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

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

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 full for thewholeof 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://www.motio.com.au/investor/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.	☒ and we have disclosed this process in clause 4 of the Nomination Committee charter at: https://www.motio.com.au/investor/governance/	☐ 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.	☒ and we have disclosed this requirement in clause 4(d)(vi) in the Nomination Committee charter in the Corporate Governance Statement at: https://www.motio.com.au/investor/governance/	☐ 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.	☒ and we have disclosed this requirement in clause 7 in the Board charter at: https://www.motio.com.au/investor/governance/	☐ 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 indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Page 2

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for thewholeof 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.	☐	☒ set out in our Corporate Governance StatementOR and we have disclosed a copy of our diversity policy in the Corporate Governance Policies manual located at: https://www.motio.com.au/investor/governance/ and we have disclosed the information referred to in paragraphs (b) & (c) in the corporate governance statement attached to this Appendix 4G in clause 1.5.
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://www.motio.com.au/investor/governance/ and whether a performance evaluation was undertaken for the reporting period in accordance with that process is set out in the corporate governance statement attached to this Appendix 4G in clause 1.6.	☐ 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 (current at 17/7/2020)

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for thewholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.7	A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ And we have disclosed the evaluation process referred to in paragraph (a) at clause 2(b) of the Remuneration Committee Charter in Corporate Governance Policies manual located: https://www.motio.com.au/investor/governance/ and whether a performance evaluation was undertaken for the reporting period in accordance with that process is set out in the corporate governance statement attached to this Appendix 4G in clause 1.7.	☐ set out in our Corporate Governance StatementOR

Page 4

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for thewholeof 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.	☒ and we have disclosed a copy of the charter of the committee at: https://www.motio.com.au/investor/governance/ and the information referred to in paragraphs (4), (5) and (b) in the Corporate Governance Statement attached to this Appendix 4G.	☐ set out in our Corporate Governance StatementOR
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 in the Corporate Governance Statement: https://www.motio.com.au/investor/governance/	☐ set out in our Corporate Governance StatementOR
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 in the Corporate Governance Statement attached to this Appendix 4G. and, where applicable, the information referred to in paragraph (b) in the Corporate Governance Statement attached to this Appendix 4G. The length of service of each director is set out in the Corporate Governance Statement attached to this Appendix 4G.	☐ set out in our Corporate Governance Statement

Page 5

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for thewholeof 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.	☒ This information is disclosed in the Corporate Governance Statement attached to this Appendix 4G.	☐ 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.	☒ This information is disclosed in the Corporate Governance Statement attached to this Appendix 4G.	☐ 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.	☒ This information is disclosed in the Corporate Governance Statement attached to this Appendix 4G.	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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 in the Statement of Values document located at: https://www.motio.com.au/investor/governance/	☐ 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 in the Corporate Governance Policies manual located at: https://www.motio.com.au/investor/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 values in the Whistleblower policy document located at: https://www.motio.com.au/investor/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 Anti-bribery and Corruption policy document located at: https://www.motio.com.au/investor/governance/	☐ set out in our Corporate Governance Statement

Page 6

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for thewholeof 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.	☒ Motio has disclosed a copy of the charter of the committee at: https://www.motio.com.au/investor/governance/ and the information referred to in paragraphs (4), (5) and (b) is set out in the Corporate Governance Statement attached to this Appendix 4G	☐ set out in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	☒ in the Corporate Governance statement attached to this Appendix 4G in Clause 4.2.	☐ 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.	☒ in the Company’s Corporate Governance Policies manual in the Board Charter located at: https://www.motio.com.au/investor/governance/	☐ set out in our Corporate Governance Statement

Page 7

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for thewholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	☒ and we have disclosed our continuous disclosure compliance policy in the Company’s Corporate Governance Policies manual in the Board Charter located at: https://www.motio.com.au/investor/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.	☒ in the Company’s Corporate Governance Policies manual in the Board Charter located at: https://www.motio.com.au/investor/governance/	☐ set out in our Corporate Governance Statement
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	☒ in the Continuous Disclosure Policy in the Company’s Corporate Governance Policies manual located at: https://www.motio.com.au/investor/governance/	☐ 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://www.motio.com.au/investor/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.	☒ and we have disclosed the Company’s Shareholder Communication Policy in the Corporate Governance Policies manual located at: https://www.motio.com.au/investor/governance/	☐ set out in our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	☒ and we have disclosed how we facilitate and encourage participation at meetings of security holders in the Company’s Shareholder Communication Policy in the Corporate Governance Policies manual located at: https://www.motio.com.au/investor/governance/	☐ 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.	☒ and we have disclosed this policy in the Shareholder Communication Policy in the Corporate Governance Policies manual located at: https://www.motio.com.au/investor/governance/	☐ set out in our Corporate Governance Statement

Page 8

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for thewholeof 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
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	☒ and we have disclosed this policy in the Shareholder Communication Policy in the Corporate Governance Policies manual located at: https://www.motio.com.au/investor/governance/	☐ 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 employs for overseeing the entity’s risk management framework.	☒ Motio has disclosed a copy of the Risk Committee charter at: https://www.motio.com.au/investor/governance/ and the information referred to in paragraphs (4), (5) and (b) is set out in the Corporate Governance Statement attached to this Appendix 4G.	☐ set out in our Corporate Governance Statement attached to this Appendix 4G.
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.	☐	☒ set out in our Corporate Governance Policies manual located at: https://www.motio.com.au/investor/governance/ is the risk management framework undertaken by the full board. The information required by (b) is set out in the Corporate Governance Statement attached to this Appendix 4G.

Page 9

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for thewholeof 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.	☐	☒ set out in Clause 7.3 of the Corporate Governance Statement attached to this Appendix 4G is further information on the reasons why the Company does not have an internal audit function. These functions are presently undertaken by the full Board with a view to continually improving the effectiveness of the Company’s internal control processes.
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.	☐	☒ set out in Clause 7.4 of the Corporate Governance Statement attached to this Appendix 4G is further information on the Company’s exposure in this regard.

Page 10

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for thewholeof 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.	☒ Motio has disclosed a copy of its Remuneration Committee charter at: https://www.motio.com.au/investor/governance/ and the information referred to in paragraphs (4), (5) and (b) in Clause 8.1 of the Corporate Governance Statement attached to this Appendix 4G. Motio has disclosed the fact that it does not have a separate remuneration committee 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 in the Remuneration Committee charter in the Corporate Governance Policies manual located: https://www.motio.com.au/investor/governance/	☐ set out in our Corporate Governance StatementOR
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: https://www.motio.com.au/investor/governance/	☐ 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 policy on this issue or a summary of it at: ……………………………………………………………………… [insert location]	☐ set out in our Corporate Governance StatementOR ☒ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR

Page 11

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for thewholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.	☐ and we have disclosed information about the processes in place at: ……………………………………………………………………… [insert location]	☐ set out in our Corporate Governance Statement OR ☒ we do not have a director in this position and this recommendation is therefore not 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
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	☐ and we have disclosed the information referred to in paragraphs (a) and (b) at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

Page 12

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for thewholeof 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
-	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

Page 13

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

Motio Limited - Corporate Governance Statement

ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations – 4th edition For the year ended 30 June 2023 and approved by the Board

The Company is committed to high standards of corporate governance designed to enable the Company to meet its performance objectives and better manager its risks.

The Company has adopted a comprehensive governance framework in the form of a formal corporate governance charter together with associated policies, protocols and related instruments.

A full copy of the Company’s corporate governance charter and associated policies, protocols and related instruments is available on the Company’s website under its “Corporate Governance” heading – https://www.motio.com.au/investor/governance/

The Company intends to follow the ASX CGC P&R in all respects other than as specifically provided below.

In particular, each of the recommendations of the ASX CGC P&R which will not be followed by the Company and the reasons why they respectively will not be followed, are set out below. The independent directors of the Company are Mr Jason Byrne and Mr Justus Wilde. When determining the independent status of a Director the Board used the Guidelines detailed in the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations.

Recommendation	Recommendation	Current Practice
1.1	A listed entity should have and	See Board Charter in the corporate governance section of website.
	disclose a Board Charter setting
	out:	Satisfied. The functions reserved for the Board and delegated to senior executives have
	a. The respective roles and	been established and are further disclosed in the annual report.
	responsibilities of its board and
	management; and
	b. Those matters expressly
	reserved to the board and
	those delegated to
	management.
1.2	A listed entity should:	Satisfied. Appropriate checks have been undertaken and material information provided to
	a. Undertake appropriate checks	security holders with regards election of directors.
	before appointing a director or
	senior executive, or putting
	forward to security holders a
	candidate 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
1.3	A listed entity should have a written	Satisfied. Agreements are in place.
	agreement with each director and
	senior executive setting out the
	terms of their appointment.
1.4	The company secretary of a listed	Satisfied. This practice is in place.
	entity should be accountable
	directly to the board, through the
	chair, on all matters to do with
	proper functioning of the board.

1.5	A	listed	entity should:
	a.	Have and disclose a diversity		Satisfied, see Diversity Policy in the corporate governance section of website.
		policy;
	b.	Through its board or a		Not satisfied. To drive diversity and inclusion within the Company, the Board has set the
		committee of the board, set		following objectives: To increase the percentage of women in the business and more
		measurable objectives for		specifically, in leadership roles, and actively promote a culture that values diversity, inclusion
		achieving gender diversity in		and flexibility across the workforce generally.
		the	composition of the board,
		senior executives and
		workforce generally;		There are no women on the Board, 14% of senior executives are women and during the
	c.	Disclose in relation to each		year 37.5% of positions across the whole workforce were held by women.
		reporting period
			1. The measurable
			objectives set for that
			period to achieve
			gender diversity;
			2. The entity’s progress
			towards achieving
			these objectives; and
			3. The respective
			proportions of men
			and women on the
			board, in senior
			executive positions
			and across the whole
			workforce.
1.6	A	listed	entity should:
		a.	Have and disclose a	Satisfied, see process in corporate governance policies.
			process for periodically
			evaluating the
			performance of the board,
			its committees and
			individual directors; and
		b.	Disclose whether	Not satisfied. No evaluations have been undertaken in the reporting period.
			performance evaluations
			were undertaken in
			accordance with that
			process for each reporting
			period.
1.7	A	listed	entity should:
		a.	Have and disclose a	Satisfied, see process in corporate governance policies.
			process for evaluating the
			performance of senior
			management at least once
			every reporting period;
			and
		b.	Disclose whether	Satisfied. Staff evaluations occur quarterly in accordance with the Company’s process.
			performance evaluations
			were undertaken in
			accordance with the
			process.
2.1	A	listed	entity should have a	Not satisfied.
	nomination committee which:

• Consists of at least 3 members, a majority of whom are independent directors;

• Is chaired by an independent director;

And disclose:

Due to the relatively small size of the Company the board has not established a separate nomination committee as the role of the committee is undertaken by the full board.

The Company’s Nomination Committee Charter is available in the corporate government policies disclosed on the website.

• The charter of the committee;

• The members of the committee

• The number of times the committee met and individual attendance at those meetings

If it does not have a nomination committee disclose that fact and the process it follows to address that role.

• 2.2 A listed entity should have and disclose a board skills matrix setting out the skills that the board currently has or is looking to achieve.

The committee did not meet during the period.

Satisfied.

2.2 A listed entity should have and disclose a board skills matrix setting out the skills that the board currently has or is looking to achieve.					BOARD SKILLS MATRIX As at 29.09.2023
					KEY: 3 = developed skills/experience 2 = some skills/experience 1 = limited skills/experience
		#			SKILL/ATTRIBUTE/ EXPERIENCE/KNOWLEDGE	Board
						Average
		1.			Advertising & Media	2.00
		2.			Marketing & Sales	2.50
		3.			Customer Engagement	2.50
		4.			Content & Digital Media	2.75
		5.			Digital Technology & Data	2.50
		6.			Information technology (security)	1.75
		7.			CEO/senior executive and management	2.50
		8.			Finance/accounting	2.50
		9.			Capital Markets and Dealings	1.75
		10.			Governance/legal	2.25
		11.			Strategy	2.50
		12.			Risk Management	2.25
		13.			PR, communications, marketing	2.00
		14.			IT and management systems generally	2.25
		15.			Chair experience	1.25
		16.			HR management/remuneration	2.25

	17.	International business dealings	1.75
	18.	Business and political networks	1.75
	19.	Corporate/M&A	2.00
2.3 A listed entity should disclose: - The names of the directors considered by the board to be independent directors and length of service. - If a director has an interest / association / relationship that meets the factors of assessing independence. Currently Non-Executive Directors Jason Byrne and Justus Wilde are considered to be independent directors as defined in ASX guidelines. Length of Service (as at 29 September 2023) Adam Cadwallader: Appointed 1 August 2019 (4 years, 1 month) Jason Byrne: Appointed 1 November 2018 (4 year, 11 months) Justus Wilde: Appointed 1 November 2018 (4 year, 11 months) Harley Grosser: Appointed 5 February 2021 (4 year, 8 months)
2.4 A majority of the board should be independent directors. Not Satisfied: (50%). Jason Byrne and Justus Wilde are considered to be independent directors as defined by ASX guidelines. Due to the size of the Company and only being a four-person board, the Company considers the structure of the Board to be appropriate to manage the level of activity of the Company at the current stage. As the Company develops it will aim to identify and appoint further independent directors at the appropriate time.
2.5 The chair should be an independent director. The roles of Chair and Chief Executive Officer should not be exercised by the same individual. Satisfied. Justus Wilde is considered to be independent Chairman as defined by ASX guidelines. Satisfied.
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 roles as directors effectively. The Company will provide induction material for any new directors and, depending on specific requirements, will provide appropriate professional development opportunities for directors.
3.1 A listed entity should articulate and disclose its Statement of Values. Satisfied. The Statement of Values is available on the Company’s website at the Corporate Governance Section.
3.2 A listed entity should: - Have and disclose a code of conduct for its directors, senior executives and employees; and - ensure that the Board is informed of any material breaches of that code. Satisfied. The Code of Conduct is available on the Company’s website at the Corporate Governance Section.
3.3 A listed entity should: - have and disclose a Whistleblower Policy; and - ensure that the Board is informed of any material breaches of that policy. Satisfied. The Whistleblower Policy is available on the Company’s website at the Corporate Governance Section.
3.4 A listed entity should:

	- have and disclose an Anti-	Satisfied.
	Bribery and Corruption Policy;	The Anti-Bribery and Corruption Policy is available on the Company’s website in the
	and	Corporate Governance Section.
	- ensure that the Board is
	informed of any material
	breaches of that policy.
4.1	The board of a listed entity	Not satisfied. The board has not established a separate audit committee as because of the
	should have an audit committee	size of the company, the role of the committee is undertaken by the full board.
	which:
	- Has at least three members all	The full Board undertakes the duties that would otherwise fall to such a committee. The
	of whom are non-executive	Company is small, has a four-person board and a tight management structure. The
	directors and a majority of	Company does not perceive that the gains to be derived through the operation of a formal
	whom are independent	committee structure in the manner contemplated by the Principles and Recommendations
	directors; and	can be cost justified.
	- Is chaired by an independent
	chair, who is not chair of the	The Audit Committee Charter is available on the Company’s website in the Corporate
	board.	Governance Section.
	Disclose:	The relevant member qualifications for each member are reported in the Annual Report.
	- The charter of the committee;	The audit committee, comprising the full board met once during the Period.
	- The relevant member	The Company will review the need to form this committee as it develops.
	qualifications and experience;
	- The number of times the	The Company has established procedures for the selection, appointment and rotation of its
	committee met and individual	external auditor. The Board was responsible for the initial appointment of the external auditor
	attendance at those meetings	and continues to be responsible for the appointment of a new external auditor when the
		vacancy arises. Candidates for the position must demonstrate complete independence from
		the Company through the engagement period. The Board may otherwise select an external
	If it does not have an audit	auditor based on criteria relevant to the Company’s business and circumstances.
	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.
4.2	The board of a listed entity should,	Satisfied.
	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.

4.3	A listed entity should disclose its	Satisfied.
	process to verify the integrity of any	Continuous Disclosure Policy is available on the Company’s website in the Corporate
	periodic corporate report it releases	Governance Section.
	to the market that is not
	audited/reviewed by an external
	auditor
5.1	A listed entity should have and	Satisfied.
	disclose a written policy for	Continuous Disclosure Policy is available on the Company’s website in the Corporate
	complying with its continuous	Governance Section.
	disclosure obligations under listing
	rule 3.1.
5.2	A listed entity should:	Satisfied.
	ensure that its board receives	Continuous Disclosure Policy is available on the Company’s website in the Corporate
	copies of all material market	Governance Section.
	announcements promptly after they
	have been made.
5.3	A listed entity that gives a new and	Satisfied.
	substantive investor or analyst	Continuous Disclosure Policy is available on the Company’s website in the Corporate
	presentation should release a copy	Governance Section.
	of the presentation materials on the
	ASX market announcement
	platform ahead of the presentation.
6.1	A listed entity should provide	Satisfied.
	information about itself and its	See the Company’s website including the Corporate Governance Section.
	governance to investors via its
	website.
6.2	A listed entity should design and	Satisfied. See the Company’s website in the Corporate Governance Section.
	implement an investor relations
	program to facilitate effective two-
	way communication with investors.
6.3	A listed entity should disclose the	Satisfied. See Communication Policy on the Company’s website in the Corporate
	policies and processes it has in	Governance Section.
	place to facilitate and encourage
	participation at meetings of security
	holders.
6.4	A listed entity should ensure that all	Satisfied.
	substantive resolutions at a
	meeting of security holders are
	decided by poll rather than by a
	show of hands.
6.5	A listed entity should give security	Satisfied. See welcome pack to investors.
	holders the option to receive
	communications from, and send
	communication to, the entity and its
	security registry electronically.
7.1	The board of a listed entity should	The board has not established a separate risk committee as the role of the committee is
	have a committee to oversee risk,	undertaken by the full board and is a regular board meeting discussion point.
	which:
	- Has at least three members, a	The Company has established policies for the oversight and management of material
	majority of whom are	business risks. Under the policy, the Board is responsible for approving the Company’s
	independent directors; and	policies on risk oversight and management and satisfying itself that management has
		developed and implemented a sound system of risk management and internal control.

	-	Is chaired by an independent
		director,	The Company’s Risk Management Policy is available on the Company’s website in the
	Disclose:		Corporate Governance Section. No meeting of the risk committee was held during the
	-	The charter of the committee;	Period.
	-	The members of the
		committee; and
	-	The number of times the
		committee met and individual	Satisfied.
		attendance at those meetings
	If it does not have a risk committee,
	disclose that fact and the
	processes it employs for
	overseeing the entity’s risk
	management framework.
7.2	The board or a committee of the		Not satisfied. To be undertaken in future periods.
	board should:
	-	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 for the risk
		appetite set by the board;
	-	Disclose whether such a
		review has taken place.
7.3	A listed entity should disclose:		Not satisfied. The entity does not have an internal audit function. The function is undertaken
	-	If has an internal audit	by the Board.
		function, how the function is
		structured and what role it
		performs;
	-	If it does not have an internal	The Company’s Risk Management Policy is available on the Company’s website in the
		audit function, disclose that	Corporate Governance Section.
		fact and the process it employs
		for evaluating and continually
		improving the effectiveness of
		its governance, risk
		management and internal
		control processes.
7.4	The entity should disclose whether		The Company does not have material exposure across these areas. The company pro-
	it has any material exposure to		actively manages risks such as strategic, operation, governance and financial risk. The
	economic, environmental and		Board has regular reporting mechanisms to ensure objectives are being met and are
	social sustainability risks, and if it		consistent with the direction of the Board. These include the approval of annual financial
	does, how it manages those risks.		budget and forecasts, reporting on contracts and agreements and all key project and capital
			developments.
8.1	The board of a listed entity should:		Not Satisfied.
	-	have a remuneration
		committee which has at least	The Company has not established a separate Remuneration Committee. The full Board
		three members a majority of	undertakes, on an ad-hoc unstructured basis, the duties which normally would be performed
		whom are independent	by such a committee. The Company does however have a formal Remuneration Committee
		directors; and	policy but due to its size and limited resources, this policy is not being implemented.
	-	Is chaired by an independent
		director; and

	Disclose:	The level and composition of remuneration for directors and senior executives is readily
	- The charter of the committee;	determined by what would normally be paid to incumbents in similar sized companies.
	- The members of the
	committee; and	The Remuneration Committee Charter is available on the Company’s website in the
	- The number of times the	Corporate Governance Section.
	committee met and individual
	attendance at those meetings	One meeting of the Remuneration Committee undertaken by the full board, occurred during
	If it does not have a remuneration	the period.
	committee disclose that fact and
	the process it follows to address
	that role.	Satisfied.
8.2	A listed entity should separately	Satisfied.
	disclose its policies and practices	The structure of Directors’ remuneration is disclosed in the remuneration report section of
	regarding the remuneration of non-	the annual report.
	executive directors and the
	remuneration of executive directors
	and other senior executives.
8.3	A listed entity which has an equity-	The Company does not have an equity-based remuneration scheme.
	based remuneration scheme
	should:
	- Have a policy on whether
	participants are permitted to
	enter into transactions which
	limit the economic risk of
	participating in the scheme;
	- Disclose that policy or a
	summary of it.

Further information about the Company’s corporate governance practices is set out on the Company’s website at https://www.motio.com.au/investor/governance/