NYRADA INC. — Governance Information 2021

Aug 29, 2021

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Nyrada 2021 Appendix 4G and Corporate Governance Statement

Sydney, 30 August 2021: Nyrada Inc (ASX: NYR), a preclinical stage, drug development company specialising in novel small molecule drugs to treat cardiovascular and neurological diseases attaches the following documents in relation to FY2021:

• Appendix 4G

• Corporate Governance Statement

• ENDS -

Authorised by John Moore, Non-Executive Chairman, on behalf of the Board.

About Nyrada Inc

Nyrada is a preclinical stage, drug discovery and development company, specialising in novel small molecule drugs to treat cardiovascular and neurological diseases. The Company has two main programs, each targeting market sectors of significant size and considerable unmet clinical need. These are a cholesterol lowering drug and a drug to treat brain injury, specifically traumatic brain injury and stroke. Nyrada Inc. ARBN 625 401 818 is a company incorporated in the state of Delaware, US, and the liability of its stockholders is limited.

www.nyrada.com

Investor & Corporate Enquiries:

Laura Vize Investor Relations Manager T: 0417 026 056 E: info@nyrada.com

Company Secretary: David Franks T: 02 8072 1400 E: David.Franks@automicgroup.com.au

Media Enquiries:

Catherine Strong Citadel-MAGNUS T: 02 8234 0111

E: cstrong@citadelmagnus.com

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Nyrada Inc. Level 3, 828 Pacific Highway, Gordon NSW 2072

ARBN 625 401 818

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Forward-Looking Statements

This announcement may contain forward-looking statements. You can identify these statements by the fact they use words such as “aim”, “anticipate”, “assume”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “plan”, “should”, “target”, “will” or “would” or the negative of such terms or other similar expressions. Forward-looking statements are based on estimates, projections, and assumptions made by Nyrada about circumstances and events that have not yet taken place. Although Nyrada believes the forward-looking statements to be reasonable, they are not certain. Forwardlooking statements involve known and unknown risks, uncertainties and other factors that are in some cases beyond the Company’s control (including but not limited to the COVID-19 pandemic) that could cause the actual results, performance, or achievements to differ materially from those expressed or implied by the forward-looking statement.

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Nyrada Inc. Level 3, 828 Pacific Highway, Gordon NSW 2072

ARBN 625 401 818

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
Nyrada Inc
ABN/ARBN 54 625 401 818	Financial year ended:
54 625 401 818	30 June 2021

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

These pages of our ☐ https://www.nyrada.com/site/About-Us/corporate-governance annual report: This URL on our ☒ https://www.nyrada.com/site/investors/asx-announcements website:

https://www.nyrada.com/site/About-Us/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 30 August 2021 and has been approved by the board.

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

Date: 30 August 2021 Name of authorised officer authorising lodgement: John Moore, Chairman and Independent Non-Executive Director

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

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

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

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

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

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

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.

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

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor 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.nyrada.com/site/About-Us/corporate-governance	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	☒	☐ set out in our Corporate Governance Statement OR ☐ 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.

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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 fullfor 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.	☐ and we have disclosed a copy of our diversity policy at: …………………………………………………………………………….. [insert location] and we have disclosed the information referred to in paragraph (c) at: …………………………………………………………………………….. [insert location] and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period.	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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: The Corporate Governance Statement. and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: The Corporate Governance Statement.	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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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 fullfor 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: The Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: The Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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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 fullfor 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.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://www.nyrada.com/site/About-Us/corporate-governance and the information referred to in paragraphs (4) and (5) at: • The Corporate Governance Statement • The Annual Report	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	☒ and we have disclosed our board skills matrix at: https://www.nyrada.com/site/About-Us/corporate-governance	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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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 fullfor 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
2.3	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 Corporate Governance Statement. and, where applicable, the information referred to in paragraph (b) at: N/A and the length of service of each director at: The Corporate Governance Statement	☐ 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

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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 fullfor 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 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: • The Corporate Governance Statement • The Code of Conduct, available at https://www.nyrada.com/site/About-Us/corporate-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 at: https://www.nyrada.com/site/About-Us/corporate-governance	☐ set out in our Corporate Governance Statement
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	☒ and we have disclosed our whistleblower policy at: https://www.nyrada.com/site/About-Us/corporate-governance	☐ set out in our Corporate Governance Statement
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy.	☒ and we have disclosed our anti-bribery and corruption policy at: https://www.nyrada.com/site/About-Us/corporate-governance	☐ set out in our Corporate Governance Statement

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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 fullfor 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.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://www.nyrada.com/site/About-Us/corporate-governance and the information referred to in paragraphs (4) and (5) at: The 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

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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 fullfor 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 at: https://www.nyrada.com/site/About-Us/corporate-governance	☐ set out in our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	☒	☐ set out in our Corporate Governance Statement
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	☒	☐ set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	☒ and we have disclosed information about us and our governance on our website at: https://www.nyrada.com/site/About-Us/company-overview	☐ 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: The Communication and Disclosure Policy, available at https://www.nyrada.com/site/About-Us/corporate-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.	☒	☐ set out in our Corporate Governance Statement

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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 fullfor 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.	☒	☐ 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.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://www.nyrada.com/site/About-Us/corporate-governance and the information referred to in paragraphs (4) and (5) at: • The Corporate Governance Statement • The 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: The Corporate Governance Statement	☐ set out in our Corporate Governance Statement

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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 fullfor 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.	☒ [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes at: The Corporate Governance Statement.	☐ 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: The Corporate Governance Statement. and, if we do, how we manage or intend to manage those risks at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

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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 fullfor 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.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://www.nyrada.com/site/About-Us/corporate-governance and the information referred to in paragraphs (4) and (5) at: • The Corporate Governance Statement • The 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: The Remuneration Report, available in the Annual Report.	☐ set out in our Corporate Governance Statement OR ☐ 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: https://www.nyrada.com/site/About-Us/corporate-governance	☐ set out in our Corporate Governance StatementOR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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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 fullfor 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

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

2021 CORPORATE GOVERNANCE STATEMENT

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This corporate governance statement sets out Nyrada Inc’s ( the Company ) current compliance with the 4[th] edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations ( ASX Principles and Recommendations ). The ASX Principles and Recommendations are not mandatory. However, this corporate governance statement discloses the extent to which the Company has followed the ASX Principles and Recommendations. This corporate governance statement for the year ended 30 June 2021 is current as at 30 August 2021 and has been approved by the board of the Company ( Board ).

		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
1.	Lay solid foundations for management	and oversight
1.1.	A listed entity should have and disclose	Yes	The Company has adopted a Board Charter which is
	a board charter setting out:		available on the Company’s website
	(a) the respective roles and		(www.nyrada.com/site/About-Us/corporate-governance).
	responsibilities of its board and
	management; and		The Board Charter sets out, among other things, the
	(b) those matters expressly reserved		composition, role and process of the Board, or its
	to the board and those delegated		committees, the roles and responsibilities of the Chairman,
	to management.		Board and management, as well as the matters expressly
			reserved for the decision of the Board and those delegated
			to management.
1.2.	A listed entity should:	Yes	In accordance with the Company’s Board Charter and the
			Remuneration and Nomination Committee Charter, the
	(a) undertake appropriate checks		Company undertakes background checks with regard to the
	before appointing a director or senior executive, or putting someone forward for election as a director; and (b) provide security holders with all		appointee’s character, experience, education, criminal record and bankruptcy history prior to nomination for election as a director. Any material adverse information revealed by these checks is released to security holders prior to the general
	material information in its		meeting at which they can be elected as appropriate.
	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	Yes	The Company has entered into written agreements with
	agreement with each director and		each director and senior executive.
	senior executive setting out the terms
	of their appointment.
1.4.	The company secretary of a listed	Yes	This is consistent with the Board Charter and corporate
	entity should be accountable directly to		structure of the Company. The Company Secretary is
	the board, through the chair, on all		accountable directly to the Board, through the Chair, on all
	matters to do with the proper		matters relating to the proper functioning of the Board.
	functioning of the board.

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Comply ASX Principles and Recommendations (Yes/No)

1.5. A listed entity should:

Partially

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• (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. 1.6. A listed entity should: Yes

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----- Start of picture text -----

Yes
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• (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.

Explanation

The Company has adopted a Diversity Policy which is available on the Company’s website - - (www.nyrada.com/site/About Us/corporate governance).

As set out in the Diversity Policy, the Board, in consultation with the Remuneration and Nomination Committee, is responsible for setting measurable objectives for achieving diversity, including gender diversity, and reviewing the effectiveness and relevant of these measurable objectives on an annual basis.

Presently, there are no set measurable objectives, which will be set in the medium term.

The Company’s gender diversity as at 30 June 2021 is detailed below:

Level	2021	2020
Women on the Board	0%	0%
Women in senior management roles	50%	33%
Women employees in the Group (excluding senior management roles)	100%	100%

The Company has adopted a Remuneration and Nomination Committee Charter which is available on the Company’s website - - (www.nyrada.com/site/About Us/corporate governance).

As set out in the Remuneration and Nomination Committee Charter, the Remuneration and Nomination Committee is responsible for implementing a formal process to evaluate the performance of the Chairperson, Board, Board committees and individual directors.

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Comply ASX Principles and Recommendations (Yes/No)

Explanation The Board reviews its overall performance at least annually, as well as the performance of its committees and individual directors.

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Performance reviews and questionnaires for the 2021 financial year were conducted.

• 1.7. A listedentity should: Yes As set out in the Remuneration and Nomination Committee (a) have and disclose a process for Charter, the Remuneration and Nomination Committee is periodically evaluating the responsible for implementing performance evaluation performance of its senior procedures in relation to its senior executives. executives at least once every reporting period; and Performance review of the CEO for the 2021 financial year

• (b) disclose, in relation to each was conducted in the 2021 financial year. reporting period, whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

• 2. Structure the board to be effective and add value 2.1. The board of a listed entity should: Yes A Remuneration and Nomination Committee has been (a) have a nomination committee established with its own charter which is available on the which: Company’s website - -

• (1) has at least three members, a (www.nyrada.com/site/About Us/corporate governance). majority of whom are independent directors; and The Committee comprises three members, being:

• (2) is chaired by an independent • Christopher Cox (Committee Chair and director, Independent Non-Executive Director);

• and disclose: • John Moore (Independent Non-Executive (3) the charter of the committee; Chairman; and (4) the members of the • Ian Dixon (Non-Independent and Non-Executive committee; and Director) from 8 September 2020 who replaced

• (5) as at the end of each Graham Kelly (Non-Independent and Nonreporting period, the number Executive Director). of times the committee met throughout the period and the Accordingly, the Committee is chaired by an independent individual attendances of the director and consists of a majority of independent directors. members at those meetings; or Details of the number of Remuneration and Nomination

• (b) if it does not have a nomination Committee meetings held, and meeting attendance of each committee, disclose that fact and member is set out in the Directors Report, which is published the processes it employs to in the Annual Report. 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.

Performance review of the CEO for the 2021 financial year was conducted in the 2021 financial year.

• Ian Dixon (Non-Independent and Non-Executive Director) from 8 September 2020 who replaced Graham Kelly (Non-Independent and NonExecutive Director).

• Accordingly, the Committee is chaired by an independent director and consists of a majority of independent directors.

Details of the number of Remuneration and Nomination Committee meetings held, and meeting attendance of each member is set out in the Directors Report, which is published in the Annual Report.

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Comply ASX Principles and Recommendations (Yes/No) 2.2. A listed entity should have and disclose Yes a board skills matrix setting out the mix of skills that the Board currently has or is looking to achieve in its membership.

Explanation

As set out in the Remuneration and Nomination Committee Charter, the Remuneration and Nomination Committee is responsible for formulating a Board skills matrix for the purpose of ensuring a balance of skill and experience for the conduct of the Company’s activities.

The Board has developed a Board skills matrix, to simplify the process for identifying any ‘gaps’ in the Board’s skills, expertise and experience. The Board achieved its assessed skills rating for all criteria, being for skills in Financial/Audit, Legal/Governance, Investor Relations, Risk Management and Compliance, Human Resources/Remuneration, IT/Technology, Marketing/Social Media, Strategic Planning, Government Affairs, Policy Development, Executive Management, International Experience, Listed Company Director Experience, Finance Arrangement (Corporate Structure) Experience, Investment/M&A/Business Disposal/Capital Raising Experience, People Management, Biotech Experience, Clinical Trial Experience, Drug Regulatory Experience , IP Development and Reimbursement experience.

Details of the Directors’ skills, experience and expertise are set out on the Company’s website (https://www.nyrada.com/)

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 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.

Yes

The Company considers the following Directors to be independent:

• John Moore – appointed 4 June 2019 (Independent Non-Executive Chairman);

• Rudiger Weseloh – appointed 4 June 2019 (Independent Non-Executive Director);

• Marcus Frampton – appointed 4 June 2019 (Independent Non-Executive Director); and

• Christopher Cox – appointed 7 November 2019 (Independent Non-Executive Director).

The Board notes the following directors are deemed not independent for the purposes of the Guidelines:

• Ian Dixon – appointed 8 September 2020 (NonIndependent Non-Executive Director and substantial shareholder of Nyrada Inc through his nominee company, Altnia Holdings Pty Ltd) from 8 September 2020 who replaced Graham Kelly (Nonindependent Non-Executive Director and nominee director of Noxopharm Limited); and

• Peter Marks – appointed 29 August 2017 (Nonindependent Non-Executive Director and nominee director of Noxopharm Limited).

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

As disclosed under Recommendation 2.3, the majority of the Company’s board consists of independent directors.

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		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
2.5.	The chair of the board of a listed entity	Yes	As disclosed under Recommendation 2.3, the Chairman is an
	should be an independent director and,		Independent Non-Executive director, and not the same
	in particular, should not be the same		person as the CEO of the Company.
	person as the CEO of the entity.
2.6.	A listed entity should have a program	Yes	As set out in the Remuneration and Nomination Committee
	for inducting new directors and for		Charter, the Remuneration and Nomination Committee is
	periodically reviewing whether there is		responsible for developing, implementing and reviewing
	a need for existing directors to		director induction programs and to update and enhance
	undertake professional development to		directors’ continuing education measures to enhance and
	maintain the skills and knowledge		maintain the knowledge and skills necessary to perform their
	needed to perform their role as		roles as directors effectively. Further, as noted in the Board
	directors effectively.		Charter, directors may, with approval of the Chairman,
			undertake appropriate professional development activities
			(at the expense of the Company) to maintain the skills and
			knowledge required to execute their duties.
3.	Instil a culture of acting lawfully, ethically and responsibly
3.1.	A listed entity should articulate and	Yes	The Company’s values are:
	disclose its values		• Better Health Outcomes;
			• Straight Talking;
			• Diversity is a Strength;
			• Innovation Excellence; and
			• Resilience.
			A copy of the Company values are available in the Code of
			Conduct, which is available on the Company’s website
			(www.nyrada.com/site/About-Us/corporate-governance).
			The Code of Conduct sets out the standards of ethical
			behaviour and good corporate governance that are required
			to be achieved by the Board, senior management and
			employees of the Company.
3.2.	A listed entity should:	Yes	The Company’s Code of Conduct set out a framework to
	(a) have and disclose a code of		enable Directors to achieve the highest possible standards in
	conduct for its directors, senior		the discharge of their duties and to give a clear
	executives and employees; and		understanding of best practice in corporate governance. A
	(b) ensure that the board or a		copy of the Corporate Governance Charter is available at the
	committee of the board is		Company’s website: (www.nyrada.com/site/About-
	informed of any material breaches		Us/corporate-governance)
	of that code.
			The Board is informed of any material breaches of the code.
3.3.	A listed entity should:	Yes	The Company’s Whistleblower Policy is available on the
	(a) have and disclose a whistleblower		Company’s website:
	policy; and		(www.nyrada.com/site/About-Us/corporate-governance)
	(b) ensure that the board or a
	committee of the board is		In accordance with the policy, the Board of the Company is
	informed of any material incidents		to be informed of any reportable conduct incidents.
	reported under that policy

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		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
3.4.	A listed entity should:	Yes	The Company’s Anti-Bribery and Corruption Policy is
	(a) have and disclose an anti-bribery		available on the Company’s website:
	and corruption policy; and		(www.nyrada.com/site/About-Us/corporate-governance)
	(b) ensure that the board or a
	committee of the board is		In accordance with the policy, the Board is to	be informed of
	informed of any material breaches		any material breach of the policy.
	of that policy
4.	Safeguard the integrity of corporate reports
4.1.	The board of a listed entity should:	Yes	An Audit and Risk Committee has been established with its
	(a) have an audit committee which:		own charter which is available on the Company’s website
	(1) has at least three members, all		(www.nyrada.com/site/About-Us/corporate-governance).
	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:		The Committee comprises three members, being: • Marcus Frampton (Committee Chair and Independent Non-Executive Director); • John Moore (Independent Non-Executive Chairman; and • Peter Marks (Non-independent Non-Executive Director).
	(3) the charter of the committee; (4) the relevant qualifications and experience of the members of		Accordingly, the Committee is chaired by an independent director and consists of a majority of independent directors.
	the committee; and (5) in relation to each reporting period, the number of times the committee met throughout		The relevant qualifications and experience of each Committee member is disclosed in the Directors Report, which is available in the Annual Report.
	the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit		Details of the number of Audit and Risk Committee meetings held, and meeting attendance of each member is set out in the Directors Report, which is available in the Annual Report.
	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,	Yes	This is consistent with the approach adopted	by	the Audit
	before it approves the entity’s financial		and Risk Committee and Board.
	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.

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		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
4.3.	A listed entity should disclose its	Yes	The Board ensures that any periodic corporate report the
	process to verify the integrity of any		Company releases to the market that has not been subject to
	periodic corporate report it releases to		audit or review by an external auditor discloses the process
	the market that is not audited or		taken to verify the integrity of its content. The Committee will
	reviewed by an external auditor.		ensure that any periodic corporate reports that the Company
			releases to the market, that has not been subject to audit or
			review by an external auditor, have undertaken a process to
			verify the integrity of its content, with such reports being
			prepared by management, reviewed by the CEO and CFO and
			authorised by the Chair of the Board and/or Chair of the Audit,
			Risk & Compliance Committee.
5.	Make timely and balanced disclosure
5.1.	A listed entity should have and disclose	Yes	The Company has a written Communication and
	a written policy for complying with its		Disclosure Policy which is available on the Company’s
	continuous disclosure obligations under		website
	listing rule 3.1		(www.nyrada.com/site/About-Us/corporate-governance).
5.2.	A listed entity should ensure that its	Yes	Pursuant to section 3.6 of the Company’s Communication
	board receives copies of all material		and Disclosure Policy, the Board shall receive copies of all
	market announcements promptly after		material market announcements promptly after they have
	they have been made.		been made.
5.3.	A listed entity that gives a new and	Yes	Pursuant to section 5.2 of the Company’s Communication
	substantive investor or analyst		and Disclosure Policy, the Company shall comply with this
	presentation should release a copy of		recommendation.
	the presentation materials on the ASX
	Market Announcements Platform ahead
	of the presentation
6.	Respect the rights of security holders
6.1.	A listed entity should provide	Yes	Information about the Company and its governance is
	information about itself and its		available on the Company’s website
	governance to investors via its website.		(www.nyrada.com/site/About-Us/corporate-governance).
6.2.	A listed entity should have an investor	Yes	The Company has a written Communication and Disclosure
	relations program that facilitates		Policy which discloses the Investor Relations and
	effective two-way communication with investors.		Communication program within. The Communication and Disclosure Policy is available on the Company’s website
			(www.nyrada.com/site/About-Us/corporate-governance).
6.3.	A listed entity should disclose how it	Yes	The Communication and Disclosure Policy referred to above,
	facilitates and encourages participation		contains polices and processes aimed to facilitate and
	at meetings of security holders.		encourage participation at meetings. Links are made
			available at the Company’s website to information released
			to the ASX. CDI holders are encouraged to participate in, and
			raise questions at, all CDI holder meetings.
6.4.	A listed entity should ensure that all	Yes	The Communication and Disclosure Policy ensures that all
	substantive resolutions at a meeting of		substantive resolutions at a meeting of security holders are
	security holders are decided by a poll		decided by a poll.
	rather than by a show of hands.

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ASX Principles and Recommendations Comply (Yes/No)	Explanation
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. Yes	In accordance with the Communication and Disclosure Policy, the Company has instructed its CDI registry to facilitate this option for investors, as well as future CDI holders at appropriate times. CDI holders can elect to receive communications from the Company by email and the majority of communications to the Company can be made by email.
7. Recognise and manage risk
7.1. The Board of a listed entity should: Yes	An Audit and Risk Committee has been established with its own charter which is available on the Company’s website (https://www.nyrada.com/site/About-Us/corporate- governance). The Committee comprises three members, being: • Marcus Frampton (Committee Chair and Independent Non-Executive Director); • John Moore (Independent Non-Executive Chairman; and • Peter Marks (Non-independent Non-Executive Director). Accordingly, the Committee is chaired by an independent director and consists of a majority of independent directors. Details of the number of Audit and Risk Committee meetings held and meeting attendance of each member is set out in the Directors Report, which is available in the Annual Report.
(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.
7.2. The board or a committee of the board should: Yes	The risk management framework is established within the Audit and Risk Committee Charter. The Company has a written Risk Management Policy which is available on the Company’s website (www.nyrada.com/site/About-Us/corporate-governance). The Committee reviews the Company’s risk profile and processes annually, with the last review occurring during the reporting period.
(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.
7.3. A listed entity should disclose:	The Company does not have an internal audit function due to the relative nature and scale of its operations, and the costs of having an internal audit function. It is the responsibility of the Audit and Risk Committee to consider
(a) if it has an internal audit function, how the function is structured and what role it performs; or N/A

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Comply (Yes/No)

ASX Principles and Recommendations

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

Explanation whether there is a need for the Company to have an internal audit function.

Adequate risk management policies and internal control processes are in place. The Audit and Risk Committee is responsible for evaluating the effectiveness of its governance, risk management systems and internal control processes. The Audit and Risk Committee reports findings from this review directly to the Board.

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

• 8. Remunerate fairly and responsibly 8.1. The Board of a listed entity should: Yes (a) have a remuneration committee which:

The entity does not have material exposure in these areas, as disclosed in the Company Risk Matrix. The Company reviews risks applicable to its operations in accordance with its risk management policies. Should there be any changes to the Company’s material risk exposure, the market will be notified accordingly through announcements published with ASX.

A Remuneration and Nomination Committee has been established with its own charter which is available on the Company’s website - - (www.nyrada.com/site/Aboutwww.nyrada.com/site/About Us/corporate governance). ).

• (1) has at least three members, (www.nyrada.com/site/Aboutwww.nyrada.com/site/About Us/corporate governance). ). a majority of whom are independent directors; and The Committee comprises three members, being:

• (2) is chaired by an independent • Christopher Cox (Committee Chair and director, Independent Non-Executive Director);

• and disclose: • John Moore (Independent Non-Executive (3) the charter of the Chairman; and committee; • Ian Dixon (Non-Independent and Non-Executive

• (4) the members of the Director) from 8 September 2020 who replaced committee; and Graham Kelly (Non-Independent and Non-

• (5) as at the end of each Executive Director). reporting period, the number Accordingly, the Committee is chaired by an independent of times the committee met director and consists of a majority of independent directors. throughout the period and the individual attendances of Details of the Remuneration and Nomination Committee the members at those meetings held and meeting attendances of each member is meetings; or set out in the Directors Report, which is available in the

• (b) if it does not have a Annual Report. 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.

• 8.2. A listed entity should separately Yes The remuneration report, disclosed in the Company’s annual disclose its policies and practices report, discloses the Company’s policies and practices regarding the remuneration of nonregarding the remuneration of executive, non-executive and executive directors and the senior management. remuneration of executive directors and other senior executives.

• John Moore (Independent Non-Executive Chairman; and

• Ian Dixon (Non-Independent and Non-Executive Director) from 8 September 2020 who replaced Graham Kelly (Non-Independent and NonExecutive Director).

Accordingly, the Committee is chaired by an independent director and consists of a majority of independent directors.

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Comply

		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
8.3.	A listed entity which has an equity-	Yes	In accordance with section 6.4 of the Company’s Securities
	based remuneration scheme should:		Trading Policy, participants in any equity based incentive
	(a) have a policy on whether		scheme are prohibited from entering into any transaction
	participants are permitted to enter		that would have the effect of hedging or otherwise
	into transactions (whether through		transferring the risk of any fluctuation in the value of any
	the use of derivatives or		unvested entitlement in the Company’s securities to any
	otherwise) which limit the		other person.
	economic risk of participating in
	the scheme; and		A copy of the Securities Trading Policy can be found on the
	(b) disclose that policy or a summary		Company’s website:
	of it.		(www.nyrada.com/site/About-Us/corporate-governance)

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