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PATERSON RESOURCES LTD Governance Information 2025

Sep 29, 2025

65618_rns_2025-09-29_66bb6500-ba05-417e-a239-874fea7f95ef.pdf

Governance Information

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PATERSON RESOURCES LIMITED ACN 115 593 005 (Company)

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDING 30 JUNE 2025

This Corporate Governance Statement is current as at 30 September 2025 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 30 June 2025, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4[th] Edition ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period.

The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance duties.

Due to the current size and nature of the existing Board and the magnitude of the Company’s operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company’s Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

Further information on the Company’s corporate governance policies and practices can be found on the Company’s website at www.patersonresources.com.au.

Page 1

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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.
YES The Company has adopted a Board Charter that sets out the specific
roles and responsibilities of the Board, the Chair and management and
includes a description of those matters expressly reserved to the Board
and those delegated to management.
The Board Charter sets out the specific responsibilities of the Board,
requirements as to the Board’s composition, the roles and
responsibilities of the Chairman and Company Secretary, the
establishment, operation and management of Board Committees (if
any), Directors’ access to Company records and information, details of
the Board’s relationship with management, details of the Board’s
performance review and details of the Board’s disclosure policy.
A copy of the Company’s Board Charter, which is part of the Company’s
Corporate Governance Plan, is available on the Company’s website.
Recommendation 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.
YES (a)
The Company has guidelines for the appointment and selection of
the Board and senior executives in its Corporate Governance Plan.
The Company’s Nomination Committee Charter (in the Company’s
Corporate Governance Plan) requires the Nomination Committee
(or, in its absence, the Board) to ensure appropriate checks
(including checks in respect of character, experience, education,
criminal record and bankruptcy history (as appropriate)) are
undertaken before appointing a person, or putting forward to
security holders a candidate for election, as a Director. In the
event of an unsatisfactory check, a Director is required to submit
their resignation.
(b)
Under the Nomination Committee Charter, all material
information relevant to a decision on whether or not to elect or
re-elect a Director must beprovided to securityholders in the

Page 1

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Notice of Meeting containing the resolution to elect or re-elect a
Director.
Recommendation 1.3
A listed entity should have a written agreement
with each Director and senior executive setting
out the terms of their appointment.
YES The Company’s Nomination Committee Charter requires the
Nomination Committee (or, in its absence, the Board) to ensure that
each Director and senior executive is personally a party to a written
agreement with the Company which sets out the terms of that
Director’s or senior executive’s appointment.
The Company has had written agreements with each of its directors
and senior executives for the past financial year.
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.
YES The Board Charter outlines the roles, responsibility and accountability
of the Company Secretary. In accordance with this, 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 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:
(i)
the measurable objectives set
PARTIALLY (a)
The Company has adopted a Diversity Policy which provides a
framework for the Company to establish, achieve and measure
diversity objectives, including in respect of gender diversity. The
Diversity Policy is available, as part of the Corporate Governance
Plan, on the Company’s website.
(b)
The Diversity Policy allows the Board to set measurable gender
diversity objectives, if considered appropriate, and to continually
monitor both the objectives if any have been set and the
Company’s progress in achieving them.
(c)
The Board did not set measurable gender diversity objectives for
the past financial year, because:
(i)
the Board did not anticipate there would be a need to
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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
the
Workplace
Gender
Equality 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
appoint any new Directors or senior executives due to the
limited nature of the Company’s existing and proposed
activities and the Board’s view that the existing Directors
and senior executives have sufficient skill and experience to
carry out the Company’s plans; and
(ii)
the respective proportions of men and women on the
Board, in senior executive positions and across the whole
organisation (including how the entity has defined “senior
executive” for these purposes) for the past financial year is
disclosed below.
Women Men Total % Female
Board of Directors - 3 3 -
Other KMP11 - 1 25%
Other Employees - - - -
Total Organisation 1 3 4 25%
1An executive office holding below the Board level, this being the
position of Company Secretary, is held by a female contractor to the
Company.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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.
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 has
been undertaken in accordance with
that process during or in respect of that
period.
PARTIALLY (a)
The Company’s Nomination Committee (or, in its absence, the
Board) is responsible for evaluating the performance of the
Board, its committees (if any) and individual Directors on an
annual basis. It may do so with the aid of an independent advisor.
The process for this is set out in the Company’s Corporate
Governance Plan, which is available on the Company’s website.
(b)
The Company’s Corporate Governance Plan requires the Company
to disclose whether or not performance evaluations were
conducted during the relevant reporting period. The Board has
developed an informal process for performance evaluation
whereby the performance of all directors is reviewed regularly by
the Chair. The Board as a whole may then hold a facilitated
discussion during which each Board member has the opportunity
to raise any matter, suggestion for improvement or criticism with
the Board as a whole. The Chair and of the Board may also meet
individually with each Board member to discuss their
performance. Non-executive directors may also meet to discuss
the performance of the Chair. Directors whose performance is
consistently unsatisfactory may be asked to retire.
The Company has not completed formal performance evaluations
in respect of the Board and individual Directors for the past
financial year in accordance with the above process. Going
forward, when the Company’s operations are of sufficient size and
complexity, it is the Company’s intention that all directors will
receive individual performance evaluations at least annually.

RECOMMENDATIONS (4[TH] EDITION) COMPLY EXPLANATION Recommendation 1.7 (a) The Company’s Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the A listed entity should: PARTIALLY Company’s senior executives on an annual basis. The Company’s (a) have and disclose a process for Remuneration Committee (or, in its absence, the Board) is evaluating the performance of its senior responsible for evaluating the remuneration of the Company’s executives at least once every reporting senior executives on an annual basis. A senior executive, for these period; and purposes, means key management personnel (as defined in the Corporations Act) other than a non-executive Director. (b) disclose for each reporting period whether a performance evaluation has The applicable processes for these evaluations can be found in been undertaken in accordance with the Company’s Corporate Governance Plan, which is available on that process during or in respect of that the Company’s website. period. (b) The Company has developed an informal process of performance evaluation whereby an assessment of progress is carried out throughout the year. The Board as a whole may then hold a facilitated discussion during which each Board member has the opportunity to raise any matter, suggestion for improvement or criticism with the Board as a whole. The Chair of the Board may also meet individually with Executive Directors, to discuss their performance. Executive Directors whose performance is consistently unsatisfactory may be asked to retire. The Company currently has not completed any formal performance evaluations in respect of the senior executives for the past financial year in accordance with the applicable processes. Principle 2: Structure the Board to add value Recommendation 2.1 (a) The Company’s Nomination Committee Charter provides for the creation of a Nomination Committee (if it is considered it will The Board of a listed entity should: PARTIALLY benefit the Company), with at least three members, a majority of (a) have a nomination committee which: whom are independent Directors, and which must be chaired by

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
(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, knowledge, experience,
independence and diversity to enable it
to discharge its duties and
responsibilities effectively.
an independent Director.
(b)
The Company did not have a Nomination Committee for the past
financial year as the Board did not consider the Company would
benefit from its establishment. In accordance with the Company’s
Board Charter, the Board carries out the duties that would
ordinarily be carried out by the Nomination Committee under the
Nomination Committee Charter, including the following processes
to address succession issues and to ensure 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:
(i)
devoting time at least annually to discuss Board succession
issues; and
(ii)
all Board members being involved in the Company’s
nomination process, to the maximum extent permitted
under the Corporations Act and ASX Listing Rules.
The Board oversees the appointment and induction process for
directors and the selection, appointment and succession planning
process of the Company’s Managing Director. When a vacancy
exists or there is a need for a particular skill, the Board,
determines the selection criteria that will be applied. The Board
will then identify suitable candidates, with assistance from an
external consultant if required, and will interview and assess the
selected candidates.
Directors are initially appointed by the Board and must stand for
re-election at the Company’s next Annual General Meeting of
shareholders. Directors must then retire from office and
nominate for re-election at least once everythreeyears with the
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
exception of the Managing Director.
Recommendation 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.
NO Under the Nomination Committee Charter (in the Company’s Corporate
Governance Plan), the Nomination Committee (or, in its absence, the
Board) is required to prepare a Board skills matrix setting out the mix of
skills that the Board currently has (or is looking to achieve) and to
review this at least annually against the Company’s Board skills matrix
to ensure the appropriate mix of skills to discharge its obligations
effectively and to add value and to ensure the Board has the ability to
deal with new and emerging business and governance issues.
Given the current size and stage of development of the Company the
Board has not yet established a formal board skills matrix. Gaps in the
collective skills of the Board are regularly reviewed by the Board as a
whole, with the Board proposing candidates for directorships having
regard to the desired skills and experience required by the Company as
well as the proposed candidates’ diversity of background.
The Board Charter requires the disclosure of each Board member’s
qualifications and expertise. Full details as to each Director and senior
executive’s relevant skills and experience are available in the
Company’s Annual Report.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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 Recommendations (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
YES (a)
The Board Charter requires the disclosure of the names of
Directors considered by the Board to be independent. The
Company has disclosed those Directors it considered to be
independent in its Annual Report. The current Board composition
includes 2 Non-Executive Directors (both of whom are considered
to be independent), Mr Greg Entwhistle and Mr Ken Banks. In
addition, Matt Bull is the Executive Director. The Board has
considered the guidance to Principle 2 and in particular the
relationships affecting independent status. In its assessment of
independence, the Board considers all relevant facts and
circumstances. Relationships that the Board will take into
consideration when evaluating independence are whether a
Director:
• is a substantial shareholder of the Company or an officer of,
or otherwise associated directly with, a substantial
shareholder of the Company;
• is employed, or has previously been employed in an
executive capacity by the Company or another Company
member, and there has not been a period of at least three
years between ceasing such employment and serving on the
Board;
• has within the last three years been a principal of a material
professional advisor or a material consultant to the
Company or another Company member, or an employee
materially associated with the service provided;
• is a material supplier or customer of the Company or other
Company member, or an officer of or otherwise associated
directly or indirectly with a material supplier or customer; or
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
• has a material contractual relationship with the Company or
another Company member other than as a Director.
(b)
There are no independent Directors who fall into this category;
(c)
The Company’s Annual Report discloses the length of service of
each Director, as at the end of each financial year.
Term in Office
Ken Banks (appointed 11 December 2020)
Matt Bull (appointed 16 February 2019)
Greg Entwhistle (appointed 20 March 2024)
Recommendation 2.4
A majority of the Board of a listed entity should
be independent Directors.
YES The Company’s Board Charter requires that, where practical, the
majority of the Board should be independent. The Board currently
comprises a total of 3 directors, of whom 2 are considered to be
independent. As such, independent directors currently comprise the
majority of the Board.
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.
YES The Board Charter provides that, where practical, the Chair of the
Board should be an independent Director and should not be the
CEO/Managing Director.
The Chair of the Company during the past financial year was Mr Ken
Banks. Mr Banks is considered by the Board to be an independent
director and is not the CEO/Managing Director of the Company.
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
YES In accordance with the Company’s Board Charter, the Nominations
Committee (or, in its absence, the Board) is responsible for the
approval and review of induction and continuing professional
development programs and procedures for Directors to ensure that
they can effectively discharge their responsibilities. The Company
Secretaryis responsible for facilitatinginductions andprofessional
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
to maintain the skills and knowledge needed to
perform their role as Directors effectively.
development including receiving briefings on material developments in
laws, regulations and accounting standards relevant to the Company.
Principle 3: Promote ethical and responsible decision-making
Recommendation 3.1
A listed entity should articulate and disclose its
values.
YES (a)
The Company and its subsidiary companies (if any) are committed
to conducting all of its business activities fairly, honestly with a
high level of integrity, and in compliance with all applicable laws,
rules and regulations. The Board, management and employees
are dedicated to high ethical standards and recognise and support
the Company’s commitment to compliance with these standards.
(b)
The Company’s values are set out in its Code of Conduct (which
forms part of the Corporate Governance Plan) and are available
on the Company’s website. All employees are given appropriate
training on the Company’s values and senior executives will
continually reference such 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.
YES (a)
The Company’s Corporate Code of Conduct applies to the
Company’s Directors, senior executives and employees (if any).
(b)
The Company’s Corporate Code of Conduct (which forms part of
the Company’s Corporate Governance Plan) is available on the
Company’s website. Any material breaches of the Code of
Conduct are reported to the Board or a committee of the Board.
Recommendation 3.3
A listed entity should:
(a)
have and disclose a whistleblower
YES The Company’s Whistleblower Protection Policy (which forms part of
the Corporate Governance Plan) is available on the Company’s website.
Any material breaches of the Whistleblower Protection Policy are to be
reported to the Board.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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:
(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.
YES The Company’s Anti-Bribery and Anti-Corruption Policy (which forms
part of the Corporate Governance Plan) is available on the Company’s
website. Any material breaches of the Anti-Bribery and Anti-Corruption
Policy are to be reported to the Board.
Principle 4: Safeguard the integrity of financial reporting
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:
PARTIALLY (a)
The Company’s Corporate Governance Plan contains an Audit and
Risk Committee Charter that provides for the creation of an Audit
and Risk Committee with at least three members, all of whom
must be non-executive Directors, and majority of the Committee
must be independent Directors. The Committee must be chaired
by an independent Director who is not the Chair.
The Company did not have an Audit and Risk Committee for the
past financial year as the Directors do not view that the size of
the Company warrants a separate Audit Committee.
In accordance with the Company’s Board Charter, the Board
carries out the duties that would ordinarily be carried out by the
Audit and Risk Committee under the Audit and Risk Committee
Charter including the following processes to independently verify
the integrityof the Company’speriodic reports which are not
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
(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 corporate
reporting, including the processes for
the appointment and removal of the
external auditor and the rotation of the
audit engagement partner.
audited or reviewed by an external auditor, as well as the
processes for the appointment and removal of the external
auditor and the rotation of the audit engagement partner:
(i)
the Board devotes time at annual Board meetings to
fulfilling the roles and responsibilities associated with
maintaining the Company’s internal audit function and
arrangements with external auditors; and
(ii)
all members of the Board are involved in the Company’s
audit function to ensure the proper maintenance of the
entity and the integrity of all financial reporting.
The Board is of the view that the experience and professionalism
of the persons on the Board is sufficient to ensure that all
significant matters are appropriately addressed and actioned.
Further, the Board does not consider that the Company is of
sufficient size to justify the appointment of additional directors
for the sole purpose of satisfying this recommendation as it
would be cost prohibitive and counterproductive.
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 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 entityand that the opinion
YES The Company’s Audit and Risk Committee Charter requires the
Managing Director and CFO (or, if none, the person(s) fulfilling those
functions) to provide a sign off on these terms.
The Company has obtained a sign off on these terms for each of its
financial statements in the past financial year.

Recommendation 4.2

The Board of a listed entity should, before it YES approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that 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

The Company’s Audit and Risk Committee Charter requires the Managing Director and CFO (or, if none, the person(s) fulfilling those functions) to provide a sign off on these terms.

The Company has obtained a sign off on these terms for each of its financial statements in the past financial year.

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
has been formed on the basis of a sound system
of risk management and internal control which is
operating effectively.
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.
YES The Company ensures that the corporate reports it releases are
reviewed by Management and provided to the Board to ensure the
financial
and
technical
content
is
accurate,
balanced
and
understandable. Where appropriate, information contained in
corporate reports is referenced to supporting documents and sources.
Further, in accordance with Section 295A of the Corporations Act 2001
and Recommendation 4.2 of the ASX Corporate Governance Principles
and Recommendations, the Managing Director (in the absence of a
Managing Director, the Chair) and CFO make declarations to the Board
that the Company’s financial records have been properly maintained in
accordance with the Act and that the financial statements comply with
accounting standards and give a true and fair view of the financial
position and performance of the Company and that the above
statement is founded on a sound system of risk management and
internal control and that the systems which are operating effectively in
all material respects in relation to financial reporting risks.
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.
YES (a)
The Company’s Corporate Governance Plan details the
Company’s Continuous Disclosure policy.
(b)
The Corporate Governance Plan, which incorporates the
Continuous Disclosure policy, is available on the Company’s
website.
Recommendation 5.2
A listed entityshould ensure that its board
Under the Company’s Continuous Disclosure Policy (which forms part
of the Corporate Governance Plan), all members of the Board receive
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
receives
copies
of
all
material
market
announcements promptly after they have been
made.
YES material market announcements promptly after they have been made.
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.
YES All substantive investor or analyst presentations were released on the
ASX Markets Announcement Platform ahead of such presentations.
Principle 6:Respect the rights of shareholders
Recommendation 6.1
A listed entity should provide information about
itself and its governance to investors via its
website.
YES Information about the Company and its governance is available in the
Corporate Governance Plan which can be found on the Company’s
website.
Recommendation 6.2
A listed entity should have an investor relations
program that facilitates effective two-way
communication with investors.
YES The Company has adopted a Shareholder Communications Strategy
which aims to promote and facilitate effective two-way communication
with investors. The Strategy outlines a range of ways in which
information is communicated to shareholders and is available on the
Company’s website as part of the Company’s Corporate Governance
Plan.
Recommendation 6.3
A listed entity should disclose how it facilitates
and encourages participation at meetings of
security holders.
YES The Company’s Security Holder Communication Policy addresses
security holder attendance at Security Holder Meetings.
Shareholders are encouraged to participate at all general meetings and
AGMs of the Company and provides Shareholders with the opportunity
toparticipate in shareholder meetings byallowingvotinginperson,by
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
proxy or online.
Recommendation 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.
YES All resolutions at the Company’s 2024 AGM were decided by a poll. It is
the intention that going forward, all resolutions put to shareholders at
future AGMs will be decided by a 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.
YES The Company encourages the use of electronic communication and
offers Security Holders the option to receive and send electronic
communication to the Company and its share registry where possible.
The Shareholder Communication Strategy provides that security
holders can register with the Company to receive email notifications
when an announcement is made by the Company to the ASX, including
the release of the Annual Report, half yearly reports and quarterly
reports. Links are made available to the Company’s website on which
all information provided to the ASX is immediately posted.
Shareholders queries should be referred to the Company Secretary in
the first instance.
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
PARTIALLY (a)
The Company did not have an Audit and Risk Committee for the
past financial year as the Directors do not view that the size of
the Company warrants a separate Risk Committee. All matters
that might properly be dealt with by the Risk Committee are
dealt with by the full Board. The Company’s Corporate
Governance Plan contains an Audit and Risk Committee Charter
that provides for the creation of an Audit and Risk Committee (if
deemed appropriate in the future) with at least three members,
all of whom must be non-executive Directors, and majority of
the Committee must be independent Directors. The Committee

RECOMMENDATIONS (4[TH] EDITION) COMPLY EXPLANATION Director, must be chaired by an independent Director who is not the Chair. and disclose: (b) The Board is of the view that the experience and professionalism (iii) the charter of the committee; of the persons on the Board is sufficient to ensure that all (iv) the members of the significant matters are appropriately addressed and actioned. committee; and Further, the Board does not consider that the Company is of sufficient size to justify the appointment of additional directors (v) as at the end of each reporting for the sole purpose of satisfying this recommendation as it period, the number of times would be cost prohibitive and counterproductive. The Board is the committee met throughout the period and the individual responsible for overseeing the establishment and attendances of the members at implementation of effective risk management and internal control systems to manage the Company’s material business those meetings; or risks and for reviewing and monitoring the Company’s (b) if it does not have a risk committee or application of those systems. Major risk categories reported committees that satisfy (a) above, include operational risk, environmental risk, sustainability, disclose that fact and the process it statutory reporting and compliance, financial risks (including employs for overseeing the entity’s risk financial reporting, treasury, information technology and management framework. taxation), and market related risks. Recommendation 7.2 (a) The Audit and Risk Committee Charter requires that the Audit and Risk Committee (or, in its absence, the Board) should, at The Board or a committee of the Board should: PARTIALLY least annually, satisfy itself that the Company’s risk management (a) review the entity’s risk management framework continues to be sound and that the Company is framework at least annually to satisfy operating with due regard to the risk appetite set by the Board. itself that it continues to be sound and The Board is responsible for reviewing the Company’s risk that the entity is operating with due management framework and overseeing the establishment and regard to the risk appetite set by the implementation of effective risk management and internal Board; and control systems to manage the Company’s material business risks and for reviewing and monitoring the Company’s (b) disclose in relation to each reporting application of those systems. The Board devotes time at period, whether such a review has taken quarterly Board meetings to fulfilling the roles and

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
place. responsibilities associated with overseeing risk and maintaining
the entity’s risk management framework and associated internal
compliance and control procedures.
(b)
Risk framework reviews may occur more or less frequently than
annually as necessitated by changes in the Company and its
operating environment. A formal risk framework review has not
taken place during the transitional financial year ended 30 June
2025. As stated above, the Board follows an informal risk review
process by devoting time at quarterly Board meetings to table
any risks and monitor internal compliance and control
procedures.
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
governance,
risk
management
and
internal control processes.
YES (a)
The Audit and Risk Committee Charter provides for the Audit
and Risk Committee (and in its absence, the Board) to monitor
and periodically review the need for an internal audit function,
as well as assessing the performance and objectivity of any
internal audit procedures that may be in place.
(b)
The Company did not have an internal audit function for the past
financial year. As set out in Recommendation 7.1, the Board is
responsible
for
overseeing
the
establishment
and
implementation of effective risk management and internal
control systems to manage the Company’s material business
risks and for reviewing and monitoring the Company’s
application of those systems.
Recommendation 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.
YES The Audit and Risk Committee Charter requires the Audit and Risk
Committee (or, in its absence, the Board) to assist management to
determine whether the Company has any potential or apparent
exposure to environmental or social risks and, if it does, put in place
management systems, practices and procedures to manage those risks.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
The Company’s Corporate Governance Plan requires the Company to
disclose whether it has any potential or apparent exposure to
environmental or social risks and, if it does, put in place management
systems, practices and procedures to manage those risk.
Where the Company does not have material exposure to
environmental or social risks, report the basis for that determination to
the Board, and where appropriate benchmark the Company’s
environmental or social risk profile against its peers.
The Company discloses this information in its 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
PARTIALLY (a)
The Company’s Corporate Governance Plan contains a
Remuneration Committee Charter that provides for the creation
of a Remuneration Committee (if it is considered it will benefit
the Company), with at least three members, a majority of whom
are be independent Directors, and which must be chaired by an
independent Director.
(b)
The Company did not have a Remuneration Committee for the
past financial year as it did not consider the Company would
benefit from the establishment of a Remuneration Committee.
In accordance with the Company’s Board Charter, the Board
carries out the duties that would ordinarily be carried out by the
Remuneration Committee under the Remuneration Committee
Charter including the following processes to set the level and
composition of remuneration for Directors and senior executives
and ensuring that such remuneration is appropriate and not
excessive:
(i) the Board devotes time at an annual Board meeting to
assess the level and composition of remuneration for
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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.
Directors and senior executives (if any); and
(ii) periodically benchmarks the Company’s remuneration
against its peers.
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.
YES The Company’s remuneration policy is disclosed in the Directors’
Report. The policy has been set out to ensure that the performance of
Directors,
key
executives
and
staff
reflect
each
person’s
accountabilities, duties and their level of performance, and to ensure
that remuneration is competitive in attracting, motivating and retaining
staff of the highest quality. A program of regular performance
appraisals and objective setting for key executives and staff is in place.
These annual reviews take into account individual and company
performance, market movements and expert advice. The Board
determines any changes to the remuneration of key executives on an
annual basis. The Board determines and reviews compensation
arrangements for the directors and the executive team.
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
YES (a)
The Company did not have an equity-based remuneration
scheme during the past financial year.
(b)
The Company did 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 equity schemes outlined above. The
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
or otherwise) which limit the economic
risk of participating in the scheme; and
(b)
disclose that policy or a summary of it.
Company’s Remuneration Committee Charter states that, the
Remuneration Committee, (or in the absence of one, the Board)
is required to review, manage and disclose the policy (if any) 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. The
Remuneration Committee Charter also states that the
Remuneration Committee (and in its absence, the Board) must
review and approve any equity-based plans.
(c)
A copy of the Remuneration Committee Charter is contained in
the Corporate Governacne Policies provided on the Company’s
website.
Recommendation 9.1
A listed entity with a director who does not
speak the language in which board or security
holder meetings are held or key corporate
documents are written should disclose the
processes it has in place to ensure the director
understands
and
can
contribute
to
the
discussions at those meetings and understands
and can discharge their obligations in relation to
those documents.
Not applicable
Recommendation 9.2
A listed entity established outside Australia
should ensure that meetings of security holders
are held at a reasonable place and time.
Not applicable

RECOMMENDATIONS (4[TH] EDITION) COMPLY EXPLANATION Recommendation 9.3 Not applicable 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.

Corporate Governance Statement dated: 30 June 2025 Approved by the Board: 30 September 2025