NEOMETALS LTD — Governance Information 2020

Oct 22, 2020

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Name of entity	Name of entity
Neometals Ltd
ABN/ARBN Financial year ended: 89 099 116 631 30 June 2020 Our corporate governance statement1for the period above can be found at:2 ☐ These pages of our annual report: ☑ This URL on our website: www.neometals.com.au/reports/corporate-governance-statement.pdf	Financial year ended:
	30 June 2020

The Corporate Governance Statement is accurate and up to date as at 21 October 2020 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3] Date: 23 October 2020 Name of authorised officer Jason Carone, Company Secretary 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 recommendation in full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	☑and we have disclosed a copy of our board charter at: https://www.neometals.com.au/wp- content/uploads/2019/12/Corporate-Governance-Charter-ASX- Listed-December-2019.pdf	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	☑	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	☑	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	☑	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where 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 recommendation in full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.5	A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) 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: https://www.neometals.com.au/investors/policies/ and we have disclosed the information referred to in paragraph (c) at: www.neometals.com.au/reports/corporate-governance-statement.pdf	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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.neometals.com.au/investors/policies/ and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: www.neometals.com.au/reports/corporate-governance-statement.pdf	☐ 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 recommendation in full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.7	A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☑ and we have disclosed the evaluation process referred to in paragraph (a) at: https://www.neometals.com.au/investors/policies/ and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: www.neometals.com.au/reports/corporate-governance-statement.pdf	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 4

ASX Listing Rules Appendix 4G (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 recommendation in full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	☑ For the whole of the year the company complied with 2.1(a) and we have disclosed a copy of the charter of the committee at: www.neometals.com.au/reports/corporate-governance-statement.pdf and the information referred to in paragraphs (4) and (5) at: Directors’ Report in the Annual Report. https://www.neometals.com.au/investors/annual-reports/	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	☑ and we have disclosed our board skills matrix at: www.neometals.com.au/reports/corporate-governance-statement.pdf	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 5

ASX Listing Rules Appendix 4G (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 recommendation in full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	☑ and we have disclosed the names of the directors considered by the board to be independent directors at: the Company’s annual report https://www.neometals.com.au/investors/annual-reports and, where applicable, the information referred to in paragraph (b) at: not applicable and the length of service of each director at: the Company’s annual report and Corporate Governance Statement www.neometals.com.au/reports/corporate-governance-statement.pdf	☐ set out in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	☑	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	☑	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	☑	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 6

ASX Listing Rules Appendix 4G (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 recommendation in full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☑ and we have disclosed our values at: Corporate-Governance-Charter - B.3. Group Code of Conduct / Values https://www.neometals.com.au/wp- content/uploads/2019/12/Corporate-Governance-Charter-ASX- Listed-December-2019.pdf	☐ 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: Corporate-Governance-Charter - B.2. Board Members’ and Executives’ Code of Conduct / Values https://www.neometals.com.au/wp- content/uploads/2019/12/Corporate-Governance-Charter-ASX- Listed-December-2019.pdf	☐ 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: Corporate-Governance-Charter - B.14. Whistleblower Policy https://www.neometals.com.au/wp- content/uploads/2020/09/Whistleblower-Policy.pdf	☐ 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 at: Corporate-Governance-Charter - B.15. Bribery and Corruption Policy https://www.neometals.com.au/wp-content/uploads/2020/09/Bribery- and-Corruption-Policy.pdf	☐ 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 recommendation in full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	☑ and we have disclosed a copy of the charter of the committee at: https://www.neometals.com.au/wp- content/uploads/2019/12/Corporate-Governance-Charter-ASX- Listed-December-2019.pdf and the information referred to in paragraphs (4) and (5) at: For details of the number of meetings of the Audit Committee held during the year, the attendees at those meetings, and details of the experience and qualifications of each Committee Member please refer to the relevant section of the Directors’ Report in the FY20 Annual Report	☐ 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.	☑	☐ set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	☑	☐ set out in our Corporate Governance Statement

Page 8

ASX Listing Rules Appendix 4G (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 recommendation in full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	☑ and we have disclosed our continuous disclosure compliance policy at: Corporate-Governance-Charter - B.7. Continuous Disclosure / Release of Price Sensitive Information https://www.neometals.com.au/wp- content/uploads/2019/12/Corporate-Governance-Charter-ASX- Listed-December-2019.pdf	☐ set out in our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	☑	☐ set out in our Corporate Governance Statement
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	☑	☐ set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	☑ and we have disclosed information about us and our governance on our website at: https://www.neometals.com.au/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.	☑	☐ 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 at: Corporate-Governance-Charter - B.11. Policy concerning communications with shareholders, security holders and other stakeholders https://www.neometals.com.au/wp- content/uploads/2019/12/Corporate-Governance-Charter-ASX- Listed-December-2019.pdf	☐ set out in our Corporate Governance Statement

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 recommendation in full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	☑	☐ set out in our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	☑	☐ set out in our Corporate Governance Statement
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	☑ and we have disclosed a copy of the charter of the committee at: https://www.neometals.com.au/wp- content/uploads/2019/12/Corporate-Governance-Charter-ASX- Listed-December-2019.pdf and the information referred to in paragraphs (4) and (5) at: For details of the number of meetings of the Risk Committee held during the year, the attendees at those meetings, and details of the experience and qualifications of each Committee Member please refer to the relevant section of the Directors’ Report in the FY20 Annual Report	☐ set out in our Corporate Governance Statement
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: www.neometals.com.au/reports/corporate-governance-statement.pdf	☐ set out in our Corporate Governance Statement

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 recommendation in full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	☑ and we have disclosed how our internal audit function is structured and what role it performs at: www.neometals.com.au/reports/corporate-governance-statement.pdf	☐ set out in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	☑ and we have disclosed whether we have any material exposure to environmental and social risks at: www.neometals.com.au/reports/corporate-governance-statement.pdf	☐ set out in our Corporate Governance Statement

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 recommendation in full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	☑ and we have disclosed a copy of the charter of the committee at: https://www.neometals.com.au/wp- content/uploads/2019/12/Corporate-Governance-Charter-ASX- Listed-December-2019.pdf and the information referred to in paragraphs (4) and (5) at: For details of the number of meetings of the Remuneration Committee held during the year, the attendees at those meetings, and details of the experience and qualifications of each Committee Member please refer to the relevant section of the Directors’ Report in the FY20 Annual Report	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	☑ and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives at: https://www.neometals.com.au/wp- content/uploads/2019/12/Corporate-Governance-Charter-ASX- Listed-December-2019.pdf and in the Remuneration report section of the Annual Report: https://www.neometals.com.au/investors/annual-reports	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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 recommendation in full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
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: www.neometals.com.au/reports/corporate-governance-statement.pdf	☐ set out in our Corporate Governance StatementOR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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 StatementOR ☐ we do not have a director in this position and this recommendation is therefore not applicableOR ☐ 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

Page 13

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 recommendation in full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
ADDITIONAL 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
-	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 14

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

Corporate Governance Statement

Neometals Ltd ABN 89 099 116 631

And its wholly owned subsidiaries

	Documentary Integrity Control	Documentary Integrity Control
Action	Date of Board Resolution	Effective Date	Authorised by
Adoption of this Statement	21 October 2020	21 October 2020	Jason Carone Company Secretary

Neometals Ltd

Corporate Governance Statement

Introduction

The ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations – 4[th] edition (referred to as either “ASX Principles” or “ Recommendations ”) articulate eight core corporate governance Principles, with commentary about implementation of those Principles in the form of Recommendations.

Under ASX Listing Rule 4.10.3, Neometals Ltd ( Neometals ) is required to prepare a corporate governance statement disclosing the extent to which it has followed the Recommendations in the reporting period. Where a recommendation has not been followed, the fact must be disclosed, together with reasons for the departure from the Recommendation. In addition, a number of the Recommendations require the disclosure of specific information in the corporate governance statement.

The corporate governance statement is current as at 21 October 2020 and discloses the extent to which the Company has followed the Recommendations during the year. The statement has been approved by the board of directors.

On 19 December 2019 the board adopted a new Governance Charter. The new charter was prepared having regard to the Recommendations. It comprises, new Charters for the board and its committees, and a range of new corporate governance policies, protocols and practices. The Governance Charter is disclosed as a single document on the Company’s website. The various board and committee charters and corporate governance policies and protocols are also, disclosed separately on the website for ease of reference.

Neometals corporate governance statement is structured with reference to the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations – 4[th] edition, which principles are as follows:

Principle 1: Lay solid foundations for management and oversight

Principle 2: Structure the board to be effective and add value

Principle 3: Instil a culture of acting lawfully, ethically and responsibly

Principle 4: Safeguard the integrity of corporate reports

Principle 5: Make timely and balanced disclosure

Principle 6: Respect the rights of security holders

Principle 7: Recognise and manage risk

Principle 8: Remunerate fairly and responsibly

Details of Neometals compliance with the Recommendations for the year ended 30 June 2020 are disclosed in this statement. Unless described below, all Recommendations have applied for the entire financial year ended 30 June 2020.

Reference in this Corporate Governance Statement to information or documents being publicly available in the Company’s website is reference to the Company’s website www.neometals.com.au under its “Investor” section:

• • www.neometals.com.au/reports/corporate governance statement.pdf

1

Neometals Ltd

Corporate Governance Statement

Principle 1: Lay solid foundations for management and oversight

Recommendation 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.

Under the Company’s Governance Charter, the board is responsible for the overall management and strategic direction of the Company and for delivering accountable corporate performance in accordance with the Company’s goals and objectives. In performing its role, the specific responsibilities reserved to the board include:

• providing strategic direction to the Group and deciding upon the Group’s strategies and objectives in conjunction with the CEO;

• monitoring the strategic direction of the Group and the attainment of its strategies and objectives in conjunction with the executive;

• monitoring the operational and financial position and performance of the Company specifically and the Group generally;

• driving corporate performance and delivering shareholder value;

• assuring a prudential and ethical base to the Group’s conduct and activities having regard to the relevant interests of its stakeholders;

• assuring the principal risks faced by the Group are identified and overseeing that appropriate control and monitoring systems are in place to manage the impact of these risks;

• reviewing and approving the Group’s internal compliance and control systems and codes of conduct;

• assuring that the Group’s financial and other reporting mechanisms are designed to result in adequate, accurate and timely information being provided to the board;

• appointing and, where appropriate, removing the CEO, monitoring other key executive appointments, and planning for executive succession;

• overseeing and evaluating the performance of the CEO, and through the CEO, receiving reports on the performance of other senior executives in the context of the Group’s strategies and objectives and their attainment;

• reviewing and approving the CEO's and, in conjunction with the CEO, other senior executive remuneration;

• approving the Group’s budgets and business plans and monitoring major capital expenditures, acquisitions and divestitures, and capital management generally;

• ensuring that the Group’s financial results are appropriately and accurately reported on in a timely manner in accordance with regulatory requirements;

• as part of its oversight and monitoring function, overseeing that the Group’s governance systems and processes are designed and applied to assure compliance with all laws, governmental regulations and accounting standards;

• ensuring that the Group’s affairs are conducted with transparency and accountability;

• overseeing the design and implementation of appropriate and effective policies, processes and codes of conduct for the Group (including with respect to ethics, values, conduct, securities trading, disclosure of securities’ price sensitive information, employment, remuneration, diversity and otherwise) as well as monitoring and reviewing those policies, processes and codes of conduct from time to time;

2

Neometals Ltd

Corporate Governance Statement

• ensuring sound board succession planning including strategies to assure the board is comprised of individuals who are able to discharge the responsibilities of directors of the Company;

• overseeing shareholder and stakeholder engagement, reporting and information flows.

Under the Company’s Governance Charter, the board has delegated to the CEO (for sub-delegation as appropriate to his/her senior executive and management team), authority over the management, operations and day to day affairs of the Group.

The board has established the following committees to assist in discharging its responsibilities:

• (a) Nomination Committee (see Principle 2);

• (b) Audit Committee (see Principle 4);

• (c) Risk Committee (see Principle 4); and

• (d) Remuneration Committee (see Principle 8);

Each committee operates according to its board approved charter. The responsibilities of each committee are described in more detail elsewhere in this Corporate Governance Statement. Copies of the Company’s Governance Charter and Committee charters are available on the Company’s website.

Recommendation 1.2 - A listed entity should:

• (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and

• (b) provide security holders with all material information relevant to a decision on whether or not to elect or re-elect a director.

The Company has established a Nomination Committee that is responsible for establishing processes for the identification and recruitment of suitable candidates for appointment to the board, and for considering the re-election of existing directors.

Under the Company’s Governance Charter, the Company is required to undertake appropriate checks before appointing a prospective director or recommending their candidacy. The Governance Charter also requires the Company to provide shareholders with all material information in its possession relevant to a decision whether or not to elect or re-elect a director.

Neometals’ policy for the nomination, selection and appointment of new directors is set out in the Governance Charter and requires consideration be given to the ability of a potential appointee to add value to the Company and its businesses.

Any candidate for election as a director who is not an existing director seeking re-election must deliver to the Company, at its registered office, written notice consenting to his or her nomination and signifying his or her candidature for the office or the intention of a shareholder to propose them. The consent to act as a Director must include all details required by the Corporations Act and Listing Rules.

The board may also appoint a director to fill a casual vacancy, or as an addition to the existing directors at any time, provided that any such director holds office only until the next annual general meeting, is eligible for re-election at the next general meeting and will not result in the total number of directors exceeding ten.

Recommendation 1.3 - A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

Each director, the company secretary and senior executives have written agreements setting out the terms of their appointment.

3

Neometals Ltd

Corporate Governance Statement

Recommendation 1.4 - The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

The Governance Charter outlines the roles, responsibility and accountability of the Company Secretary. The Company Secretary is accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

Recommendation 1.5 - A listed entity should:

• (a) have and disclose a diversity policy;

• (b) through the 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:

• (i) the measurable objectives set for that period to achieve gender diversity;

• (ii) the entity’s progress towards achieving those objectives; and

• (iii) 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.

Diversity Policy

The Group respects and values the competitive advantage of “diversity”, and the benefit of its integration throughout the Group, in order to enrich the Group’s perspective, improve corporate performance, increase shareholder value, and enhance the probability of achievement of the Group’s objectives (“ Principle ”).

Details of the Group’s strategies, initiatives and programs to promote the Principle, including the achievement of gender diversity, as well as the measurable objectives and targets or key performance indicators (KPIs), for those strategies, initiatives and programs to achieve gender diversity are set out in the Company’s Diversity Policy a copy of which is publicly available on the company’s website.

Management will monitor, review and report to the board including via the Nominations Committee on the achievement of gender diversity and the Group’s progress under this Policy.

During FY20 the Company made 5 appointments 4 men and 1 woman.

During FY20 the proportion of men and women on the Board and in senior executive positions (defined by the Company to have the same meaning as “key management personnel”) was as follows:

	FY 2019	FY 2019	FY 2020	FY 2020
Position Category	**Men **	**Women **	**Men **	**Women **
Board	71%	29%	71%	29%
Senior Executive	100%	0%	100%	0%
Whole Organisation	67%	33%	67%	33%

4

Neometals Ltd

Corporate Governance Statement

Recommendation 1.6 - A listed entity should:

• (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and

• (b) disclose for each reporting period whether a performance evaluation was undertaken in accordance with that process during or in respect of that period.

Details of the process and principles adopted by the Company for evaluating the performance of the board, its committees and individual directors are set out in the Board, Committee and Directors Evaluation Protocols which form part of the Company’s Board and Management Performance Enhancement Policy which is available on the Company’s website.

A performance evaluation of the board, its committees and each director was conducted in accordance with that aforementioned process at the end of FY20..

Recommendation 1.7 - A listed entity should:

• (a) have and disclose a process for periodically 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.

Details of the process and principles adopted by the Company for evaluating the performance of its senior executives are set out in the Senior Executive Performance Review and Evaluation Protocols that form part of the Company’s Board and Management Performance Enhancement Policy, which is available on the Company’s website.

A formal performance evaluation of the company’s senior executives was conducted during the reporting period. The outcome of the evaluation provides the basis for a professional development plan for the key executives. The performance of all senior executives has been evaluated during the reporting period in accordance with this process.

[This section has been left blank intentionally]

5

Neometals Ltd

Corporate Governance Statement

Principle 2: Structure the Board to be effective and add value

Recommendation 2.1 - The board of a listed entity should:

• (a) have a nomination committee which:

• (i) has at least three members, a majority of whom are independent directors; and

• (ii) is chaired by an independent director,

and disclose:

• (iii) the charter of the committee;

• (iv) the members of the committee; and

• (v) as at the end of each reporting period, the number of times the committee met 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, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively.

As part of the process of adopting a new Corporate Governance Charter, the board established a Nominations Committee in November 2014. Prior to then the board had established a combined Nomination and Remuneration Committee.

A copy of the Charter for the Nominations Committee is available on the Company’s website. For the whole of the year the Nominations Committee comprised 3 directors, the majority of which are independent. At the end of the year an additional independent director joined the Nominations Committee.

For details on the number of meetings of the Nominations Committee held during the year and the attendees at those meetings, please refer to the Directors’ Report in the FY20 Annual Report. For details of the respective experience and qualifications of Committee Members, please refer to the Directors’ Report in the FY20 Annual Report.

Recommendation 2.2 - A listed entity should have and disclose a board skill matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.

In FY18 the Company assessed the current mix of skills and diversity of its board members, and that to which it is looking to achieve, by use of a board skills matrix.

• (a) The principal relevant mix of skills and diversity of the Company’s current board includes:

• mining exploration / development/ metallurgy

• finance / accounting / legal / governance

• senior executive management

• strategy / risk

• corporate / merger and acquisition / capital markets

• relevant business networks

• (b) The additional skills and diversity that the Company’s board is seeking to achieve at an appropriate time in the context of the board’s succession planning includes:

• IP/technology project management

• mining production / processing

• commodity trading / sales

6

Neometals Ltd

Corporate Governance Statement

Following that analysis the Company appointed two additional Directors on 26 September 2018 with a view to gaining a broader set of skills on the board. For details of the respective Directors’ experience and qualifications please refer to the Directors’ Report in the FY20 Annual Report. During FY 2020/2021 it is anticipated that the board will again undertake a board skills analysis to refresh its appreciation of the skills and experience it needs to best achieve its objectives.

Recommendation 2.3 - A listed entity should disclose:

• (a) the names of the directors considered by the board to be independent directors;

• (b) if a director has an interest, position or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendation (4th Edition), but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and

• (c) the length of service of each director

The board respects “independence” as critical to effective governance. The board defines this primarily to mean “independence of thought and decision making”.

For the whole of the year the board comprised 7 directors:

• 1 non-executive independent director (Steven Cole) – appointed 24 July 2008 (appointed Chair 30 November 2016)

• 2 non-executive independent directors (Natalia Streltsova and Doug Ritchie) appointed 14 April 2016

• 2 non-executive independent directors (Jennifer Purdie and Les Guthrie) appointed 26 September 2018

• 1 non-executive director (David Reed) who is not independent due to his substantial interest in shares in the company – appointed 20 December 2001 (Chair 2001 to 30 November 2016)

• 1 executive director (Chris Reed) – appointed 20 December 2001

The details of all directors and their independence or otherwise is disclosed in the Company’s annual report.

Recommendation 2.4 - A majority of the board of a listed entity should be independent directors.

The majority of the board were independent directors over the whole of FY20.

Recommendation 2.5- The chair of the board of a listed entity should be an independent director and, in particular should not be the same person as the CEO of the entity.

The Governance Charter provides that the Chair should be non-executive and independent and the roles of the Chair and the CEO should not be exercised by the same person except in special circumstances approved by the board.

The Chair and the CEO are not exercised by the same person. The Chair of the board is an independent director.

Recommendation 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.

7

Neometals Ltd

Corporate Governance Statement

Under its Governance Charter, the Company commits to providing induction programs for new directors and senior executives as well as providing opportunities for continuing professional development for all directors and executives.

New directors are to be provided with an induction pack at the time of their appointment that provides them with detailed information about the Company, its operations, financial position, risk profile and risk management framework, and its strategies and objectives. The pack is also to include copies of the Company Constitution, the Governance Charter, the most recent annual report, recent ASX releases, and minutes and papers of previous board and committee meetings.

New directors also receive a letter of appointment setting out, amongst other things, their rights, duties and responsibilities as a director of the Company.

The directors are encouraged to undertake professional development activities to update and enhance their skills and knowledge. It is the practice of the board’s directors to reasonably openly share relevant information they may become privy to arising from their professional development activities.

[This section has been left blank intentionally]

8

Neometals Ltd

Corporate Governance Statement

Principle 3: Instil a culture of acting lawfully, ethically and responsibly

Recommendation 3.1

A listed entity should articulate and disclose its values.

Recommendation 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.

The board considers it essential that directors, management and employees of the Group act ethically and responsibly in carrying out their duties and responsibilities.

Neometals has established codes of conduct to:

• provide a framework for decisions and actions in relation to ethical conduct which underpins the Company’s commitment to integrity and fair dealing in its business affairs;

• articulate the practices necessary to fulfil both its legal obligations and the reasonable expectations of its stakeholders; and

• set out the responsibilities and accountabilities of individuals for reporting and investigating reports of unethical practices.

These codes of conduct, entitled “Board Members’ and Executives’ Code of Conduct” and “Group Code of Conduct/Values” are publicly available on the Company’s website. The enforceable cultural expectation of the Board is for information concerning any material breaches of these Codes to be reported to the Board or one of its Committees as relevant.

Recommendation 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.

Recommendation 3.4

A listed entity should:

• (c) have and disclose an anti-bribery and corruption policy; and

• (d) ensure that the board or a committee of the board is informed of any material breaches of that policy.

Neometals has established a whistleblower policy and a bribery and corruption policy both of which was adopted by the board in 2019. The policies are publicly available on the Company’s website. The enforceable cultural expectation of the Board is for information concerning any material breaches of these policies to be reported to the Board or one of its Committees as relevant.

9

Neometals Ltd

Corporate Governance Statement

Principle 4: Safeguard the integrity of corporate reports

Recommendation 4.1 - The board of a listed entity should:

• (a) have an audit committee which:

• (i) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and

• (ii) is chaired by an independent director, who is not the chair of the board,

and disclose:

• (iii) the charter of the committee;

• (iv) the relevant qualifications and experience of the members of the committee; and

• (v) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the 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 financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

As part of the process of adopting a new Governance Charter, the board established an Audit Committee in November 2014. Prior to then the board had established a combined Audit and Risk Committee. The Committee’s responsibilities include overseeing:

• Financial Statements and Reporting;

• The Internal and External Audit function; and

• Generally the application and reporting of accounting policies.

A copy of the Charter for the Committee is available on the Company’s website.

A copy of the Charter for the Audit Committee is available on the Company’s website. The Committee comprises 4 directors all of whom are independent. Accordingly, for the whole of the year all of the members of the Audit Committee were independent.

For details of the number of meetings of the Audit Committee held during the year, the attendees at those meetings, and details of the experience and qualifications of each Committee Member please refer to the relevant section of the Directors’ Report in the FY20 Annual Report.

Recommendation 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.

The board receives a written assurance in respect of each reporting period from the Managing director and the person performing a Chief Financial Officer function that the declaration provided by them in accordance with section 295A of the Corporations Act is founded on their evaluation of the Company’s system of risk management and internal control and that the system is operating effectively in relation to financial reporting risks.

10

Neometals Ltd

Corporate Governance Statement

Recommendation 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.

The Company’s process for verification of integrity of such reports is similar to the process it follows for all releases to the market including through policy settings and their application designed: to ensure its relevant personnel who prepare the reports are appropriately qualified and have appropriate information available to them to support the relevant report; to ensure that such reports have been checked and approved for release by authorised personnel in accordance with the Company’s delegation of authority matrix; to ensure that relevant personnel are aware of the Company’s policies, procedures and practices which are designed to assure integrity of process including to avoid improper practices which may compromise such integrity e.g. Code of Conduct, continuous disclosure/release of price sensitive information, whistle-blower and anti-bribery and corruption policies.

Principle 5: Make timely and balanced disclosure

Recommendation 5.1 - A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.

The board is committed to ensuring the Company complies with the ASX Listing Rules’ continuous disclosure requirements. It has approved a Continuous Disclosure Policy which:

• sets out the roles and responsibilities of directors, officers and employees in complying with the Company’s continuous disclosure obligations;

• establishes procedures for the proper management of the Company’s information both in relation to preserving its confidentiality where appropriate and in relation to disclosure where this is required; and

• provides guidelines for communications with brokers, analysts, the media and other third parties.

• The Company’s Continuous Disclosure / Release of Price Sensitive information Policy is publicly available on the Company’s website.

Recommendation 5.2 - A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.

The Company Secretary distributes all ASX market announcements to the board promptly following release.

Recommendation 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.

The Company releases on the ASX Market Announcements Platform all the Company’s investor presentations in a timely manner in accordance with this Recommendation.

11

Neometals Ltd

Corporate Governance Statement

Principle 6: Respect the rights of security holders

Recommendation 6.1 - A listed entity should provide information about itself and its governance to investors via its website.

The Company’s website at www.neometals.com.au provides detailed information about the Company, its operations and governance. Under the “Corporate” link on the website, investors have access to all relevant corporate governance information including the Company’s constitution, its Governance Charter (which includes all board and committee charters and all corporate governance policies), its annual and half-yearly reports, ASX announcements and meeting notices. Furthermore, under the “Directors” subheading investors can view an overview of the Company’s directors and senior executive team.

Recommendation 6.2 - A listed entity should have an investor relations program that facilitates effective two-way communication with investors.

The Company is committed to informing shareholders of all major developments affecting the operations of the Company, its current financial position and its future outlook. The Company has adopted a Policy that sets out the components of its investor relations program. The Company’s Communication with shareholders, and other stakeholders Policy is publicly available on the Company’s website.

Recommendation 6.3 - A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.

Refer to the Company’s Communication with shareholders, and other stakeholders Policy which is publicly available on the Company’s website.

Recommendation 6.5 - A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than a show of hands.

The Company’s Governance Charter re-affirms that all substantive resolutions at meetings of security holders should be decided by poll.

Recommendation 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.

The Company’s share register is managed by Computershare Limited (“Computershare”). Shareholders have the option of receiving all shareholder communications from the Company and from Computershare electronically. These communications include notices of meeting, dividend statements, and annual and half-yearly reports. As a general rule, Neometals’ shareholders receive printed copies of documents only where they specifically elect to do so, or in certain limited circumstances where, for example, an original signature or document is required.

12

Neometals Ltd

Corporate Governance Statement

Principle 7: Recognise and manage risk

Recommendation 7.1 - The board of a listed entity should:

• (a) have a committee or committees to oversee risk, each of which:

• (i) has at least three members, a majority of whom are independent directors; and

• (ii) is chaired by an independent director,

• and disclose:

• (iii) the charter of the committee;

• (iv) the members of the committee; and

• (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

• (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework.

As part of the process of adopting a new Governance Charter, the board established an Risk Committee in November 2014. Prior to then the board had established a combined Audit and Risk Committee. The Committee’s responsibilities include overseeing:

• Risk Management;

• Insurance; and

• Generally the adequacy of the Company’s processes for managing risk and preventing fraud.

A copy of the Charter for the Committee is available on the Company’s website.

A copy of the Charter for the Risk Committee is available on the Company’s website. For the whole of the year the Risk Committee comprised at least 3 directors, the majority of which are independent.

For details of the number of meetings of the Risk Committee held during the year, the attendees at those meetings, and details of the experience and qualifications of each Committee Member please refer to the relevant section of the Directors’ Report in the FY19 Annual Report.

Recommendation 7.2 - The board or a committee of the board should:

• (a) review the entity’s risk management framework with management at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and

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

The Company undertook a major review of the risk management framework based on AS/NZ 31000 2009 (updated 2018) in 2019/20 with the Board endorsing the results of the review in June 2020. The Company’s Risk Management Policy is publicly available on the Company’s website.

13

Neometals Ltd

Corporate Governance Statement

Recommendation 7.3 - A listed entity should disclose:

• (a) if it has an internal audit function, how the function is structured and what role it performs; or

• (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.

The Company’s internal audit function operates under the oversight of the Audit Committee. The role the function performs is to address the scope and adequacy of the Company’s internal controls and compliance requirements to assure integrity in the Company’s operations and affairs. At this early stage of the Company’s evolution and business needs, the board has assessed that a dedicated internal audit charter, internal audit plan and/or internal auditor is not needed or warranted, although that assessment will be the subject of future review having regard to the Company’s need and circumstances.

The Company’s Audit Committee and Risk Committee, in consultation with the Company Secretary / Chief Financial Officer, and with management from time to time with the Company’s external auditor periodically evaluate and seek to improve the effectiveness of the Company’s risk management and internal control procedures.

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

The Company considers that having regard to the nature of its corporate affairs, business and operations, it does not have any material exposure (*) risk to the following other than as set out in the table following:

• economic sustainability (*)

• environmental sustainability (*)

• social sustainability (*)

• (*) in the terms of Recommendation 7.4 it is noted that these terms are defined as follows:

• (i) material exposure – “ a real possibility that the risk in question could substantively impact the Company’s ability to create or preserve value for security holders over the short, medium or long term.”

• (ii) economic sustainability – “the ability of the Company to continue operating at a particular level of economic production over the long term”.

• (iii) environmental sustainability – “the ability of the Company to continue operating in a manner that does not compromise the health of the ecosystems in which it operates over the long term.”

• (iv) social sustainability – “the ability of the Company to continue operating in a manner that meets accepted social norms and needs over the long term.”

*Type of sustainability risk exposure () **

Details of material exposure to the relevant sustainability risk

economic sustainability

The Company’s primary business is innovatively developing opportunities in minerals and advanced materials essential for a sustainable future. The Company is therefore exposed to minerals and materials commodity price and demand volatility risk although it seeks to mitigate these risks by entering into long term contractual arrangements. The Company is also exposed to intellectual property and other risks in its process technologies which it seeks to mitigate by IP protection means, disciplined project management and processing methodologies and joint venturing with experienced and capable partners.

14

Neometals Ltd

Corporate Governance Statement

environmental sustainability

The Company’s primary business is aligned with the mining and resources sector including the processing of mineral resources, with inherent exposure to environmental risks including through the depletion and pollution of the natural resource and landscape. The Company seeks to ensure compliance with all applicable environmental standards (regulatory and industry generally accepted good practice) to mitigate the risk.

social sustainability

Certain of the Company’s operations are in other countries and often in remote areas where special attention to local cultural and indigenous heritage values are relevant. The company respects these cultures and values and seeks to engage with relevant constituents to ensure co-operation. With respect to the Company’s operations generally the Company seeks to meet social expectations as a responsible corporate citizen through a range of corporate policies designed to address such matters .More information concerning the Company’s social sustainability risks appears in the Company’s ESG/Sustainability Report which is also referred to in the Company’s FY20 Annual Report.

Principle 8: Remunerate fairly and responsibly

Recommendation 8.1 - The board of a listed entity should:

• (a) have a remuneration committee which:

• (i) has at least three members, a majority of whom are independent directors; and

• (ii) is chaired by an independent director, and disclose:

• (iii) the charter of the committee;

• (iv) the members of the committee; and

• (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

• (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

The Company has an established Remunerations Committee with defined terms of reference.

A copy of the Charter for the Remuneration Committee is available on the Company’s website.

For the whole of the year the Remuneration Committee comprised 3 directors, the majority of which are independent as was the Committee Chair. At the end of the year an additional independent director joined the Nominations Committee.

For details of the number of meetings of the Remuneration Committee held during the year, the attendees at those meetings, and details of the experience and qualifications of each Committee Member please refer to the relevant section of the Directors’ Report in the FY20 Annual Report.

Recommendation 8.2 - A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.

The Company’s policies and practices regarding the remuneration of all directors and executives is outlined in the relevant section of the Remuneration Report in the FY20 Annual Report as well as its Remuneration Policy a copy of which is available on the Company’s website.

15

Neometals Ltd

Corporate Governance Statement

Recommendation 8.3 - A listed entity which has an equity-based remuneration scheme should:

(a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.

The Company has a policy which expressly prohibits participants in an equity-based remuneration plan from entering into transactions which limit the economic risk of participating in the plan, whether through the use of derivatives or otherwise. Furthermore, key management personnel of the Company, and closely related parties to them, may not enter into arrangements that would have the effect of limiting their exposure to risk relating to an element of their remuneration that either has not vested, or has vested but remains subject to a holding lock. A copy of the Company’s Remuneration Policy is available on the Company’s website.

[This section has been left blank intentionally]

16