PLAYSIDE STUDIOS LIMITED — Governance Information 2024

Aug 22, 2024

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Playside Studios Limited

73 154 789 554 30 June 2024

ABN/ARBN Financial year ended:

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

☐ These pages of our annual report:

☒ This URL on our

website: https://investor.playsidestudios.com/corporate-governance-and-directory/

The Corporate Governance Statement is accurate and up to date as at 23 August 2024 and has been approved by the board.

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

Date: 23 August 2024

Name of authorised officer authorising lodgement: Darren Briggs, Company Secretary

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.

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

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.

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.

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons 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 settingout:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management.	☒and we have disclosed a copy of our board charterat:https://investor.playsidestudios.com/wpcontent/uploads/2021/11/Board-Charter.pdf	☐set outin our Corporate Governance Statement OR☐we arean externally managed entity and this recommendationis therefore not applicable
1.2	A listed entity should:(a)undertake appropriate checks before appointing a director orsenior executive or putting someone forward for election asa director; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
1.3	A listed entity should have a written agreement with each directorand senior executive setting out the terms of their appointment.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
1.4	The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do withthe proper functioning of the board.	☒	☐set outin our Corporate GovernanceStatement OR☐weare an externally managed entity and this recommendationis 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.

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons 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 boardsetmeasurable objectives for achieving gender diversity in thecomposition of its board, senior executives and workforcegenerally;and(c)disclose in relation to each reporting period:(1)the measurable objectives set forthat period toachievegender diversity;(2)the entity's progress towards achieving thoseobjectives;and(3)either:(A)the respective proportions of men and womenon the board, in senior executive positions andacross the whole workforce (including how theentity has defined "senior executive" for thesepurposes); or(B)if the entity is a "relevant employer" under theWorkplace Gender Equality Act, the entity'smost recent "Gender Equality Indicators", asdefined in and published under that Act.If the entity was in the S&P / ASX 300 Index at thecommencement of the reporting period, the measurable objectivefor achieving gender diversity in the composition of its boardshould be to have not less than 30% of its directors of eachgender within a specified period.		☒set outin our Corporate Governance Statement
1.6	A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; and(b)disclosefor each reporting period whether aperformanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period.	☒and we have disclosed the evaluationprocess referred to inparagraph (a) in our Corporate Governance Statementand whether a performance evaluation was undertaken for thereporting period in accordance with that process in our CorporateGovernance Statement.

Corporate Governance Council recommendation			Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
1.7		A listed entity should:	☒
	(a)	have and disclose a process for evaluating the performanceof its senior executivesat least once every reporting period;and	and we have disclosed the evaluationprocess referred to inparagraph (a) in our Corporate Governance Statement
	(b)	disclosefor each reporting period whether a performanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period.	and whether a performance evaluation was undertaken for thereporting period in accordance with that processin our CorporateGovernance Statement.

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons 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:		☒set outin our Corporate Governance Statement
	(a)have a nomination committee which:
	(1)has at least three members, a majority of whom areindependent 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or
	(b)if it does not have a nomination committee, disclose thatfact and the processes it employs to address boardsuccession issues and to ensure that the board has theappropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge itsduties and responsibilities effectively.
2.2	A listed entity should have and disclose a board skills matrixsetting out the mix of skills that the board currently has or islooking to achieve in its membership.	☒
		and we have disclosed our boardskills matrix at:
		In the Playside Studios Limited Appendix 4E and Annual Report forthe year-ended 30 June 2024.

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
2.3	A listed entity should disclose:(a)the names of the directors considered by the board to beindependent directors;(b)if a director has an interest, position, affiliation orrelationship of the type described in Box2.3 but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,positionor relationship in question and an explanation ofwhy 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 theboard to be independentdirectors at:and, where applicable, the information referred to in paragraph (b)at:In the Playside Studios Limited Appendix 4E and Annual Report forthe year-ended 30 June 2024and the length of service of each director at:In the Playside Studios Limited Appendix 4E and Annual Report forthe year-ended 30 June 2024
2.4	A majority of the board of a listed entity should be independentdirectors.	☐	☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.5	The chair of the board of a listed entity should be anindependent director and, in particular, should not be the sameperson as the CEO of the entity.	☒
2.6	A listed entity should have a program for inducting newdirectors and for periodically reviewing whether there is a needfor existing directors to undertake professional development tomaintain the skills and knowledge needed to perform their roleas directors effectively.	☒

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
	PRINCIPLE 3 – INSTIL A CULTUREOF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒and we have disclosed our values at:https://investor.playsidestudios.com/wpcontent/uploads/2021/11/Code-of-Conduct.pdf
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 boardor a committee of the boardisinformed ofany material breachesofthat code.	☒and we have disclosed our codeof conduct at:https://investor.playsidestudios.com/wpcontent/uploads/2021/11/Code-of-Conduct.pdf
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 isinformed of any material incidents reported under thatpolicy.	☒and we have disclosed our whistleblower policy at:https://investor.playsidestudios.com/wpcontent/uploads/2021/11/Whistleblower-Policy-V1-Nov-2020.pdf
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 theboard isinformed of any material breaches of that policy.	☒and we have disclosed our anti-bribery and corruption policy at:https://investor.playsidestudios.com/wp-content/uploads/2021/11/Anti-Band-Anti-Corruption-Policy.pdf

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
	PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should:		☒set outin our Corporate Governance Statement
	(a)have an audit committee which:(1)has at least three members, all of whom are nonexecutive directors and a majority of whom areindependent directors; and
	(2)is chaired by an independent director, who is notthe chair of the board,
	and disclose:
	(3)the charter of the committee;
	(4)the relevant qualifications and experience of themembers of the committee; and
	(5)in relation to each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or
	(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verifyand safeguard the integrity of its corporate reporting,including the processes for the appointment and removalof the external auditor and the rotation of the auditengagement partner.
4.2	The board of a listed entity should, before it approves theentity's financial statements for a financial period, receive fromits CEO and CFO a declaration that, in their opinion, thefinancial records of the entity have been properly maintainedand that the financial statements comply with the appropriateaccounting standards and give a true and fair view of thefinancial position and performance of the entity and that theopinion has been formed on the basis of a sound system of riskmanagement and internal control which is operating effectively.	☒
4.3	A listed entity should disclose its process to verify the integrityof anyperiodiccorporate report it releases to the marketthat isnot audited or reviewed by an external auditor.	☒

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
	PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity shouldhave and disclose a written policy forcomplying with its continuous disclosure obligations underlisting rule3.1.	☒and we have disclosed our continuous disclosure compliance policyat:https://investor.playsidestudios.com/wpcontent/uploads/2021/11/Continuous-Disclosure-Policy.pdf
5.2	A listed entity should ensure that its board receives copies of allmaterial market announcements promptly after they have beenmade.	☒
5.3	A listed entity that gives a newand substantiveinvestor oranalyst presentation should release a copy of the presentationmaterials on the ASX Market Announcements Platform aheadof the presentation.	☒
	PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and itsgovernance to investors via its website.	☒and we have disclosed information about us and our governance onour website at:https://investor.playsidestudios.com/corporate-governanceand-directory/
6.2	A listed entity should have an investor relations program thatfacilitates effective two-way communication with investors.	☒
6.3	A listed entity should disclose how it facilitates and encouragesparticipation at meetings of security holders.	☒and we have disclosed how we facilitate and encourage participationat meetings of security holdersat:https://investor.playsidestudios.com/wpcontent/uploads/2021/11/Shareholder-CommunicationsStrategy.pdf
6.4	A listed entity should ensure that all substantive resolutions at ameeting of security holders are decided by a poll rather than bya show of hands.	☒

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
6.5	A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically.	☒
	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 ofwhich:(1)has at least three members, a majority of whom areindependent 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework.		☒set outin our Corporate Governance Statement
7.2	The board or a committee of the board should:(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound andthat the entity is operating with due regard tothe riskappetite set by the board; and(b)disclose, in relation to each reporting period, whethersuch a review has taken place.	☒and we have disclosed whethera review of the entity's riskmanagement framework was undertaken during the reporting periodat:Corporate Governance Statement (attached) – ReferRecommendation 7.2or athttps://investor.playsidestudios.com/corporate-governanceand-directory/

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
7.3	A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs; or(b)if it does not have an internal audit function, that fact andthe processes it employs for evaluating and continuallyimproving the effectiveness of its governance, riskmanagement and internal control processes.	☒we have disclosed the fact that we do not have an internal auditfunction and the processes we employ for evaluating and continuallyimproving the effectivenessof our risk management and internalcontrol processes at:Corporate Governance Statement (attached) – ReferRecommendation 7.3 or athttps://investor.playsidestudios.com/corporate-governanceand-directory/
7.4	A listed entity should disclose whether it has any materialexposure to environmental or social risks and, if it does, how itmanages or intends to manage those risks.	☒and we have disclosed whether we have any material exposure toenvironmental and social risks at:Corporate Governance Statement (attached) – ReferRecommendation 7.4 or athttps://investor.playsidestudios.com/corporategovernance-and-directory/and, if we do, how we manage or intend to manage those risks at:N/A

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons 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 areindependent 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting the leveland composition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive.		☒set outin our Corporate Governance Statement
8.2	A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives.	☒and we have disclosed separately our remuneration policies andpractices regarding the remuneration of non-executive directors andthe remuneration of executive directors and other senior executivesat:In the Playside Studios Limited Appendix 4E and Annual Reportfor the year-ended 30 June 2024

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
8.3	A listed entity which has an equity-based remuneration schemeshould:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it.	☒and we have disclosed our policy on thisissue or a summary of it at:Corporate Governance Statement (attached) – ReferRecommendation 8.3or athttps://investor.playsidestudios.com/corporate-governance-anddirectory/

Corporate Governance Statement – PlaySide Studios Limited

The Directors and management of Playside Studios Limited (the Company) and its controlled entities (the Group) are committed to conducting the Group's business in an ethical manner and in accordance with the highest standards of corporate governance. The Company has adopted and complies with the ASX Corporate Governance Principles and Recommendations (Fourth Edition) (Recommendations) to the extent appropriate to the size and nature of the Group's operations.

The Company has prepared this statement which sets out its corporate governance practices that were in operation throughout the financial year ended 30 June 2024. This statement identifies any Recommendations that have not been followed and provides reasons for not following such Recommendations. This statement is current as of 23rd August 2024 and has been approved by the Board of the Company.

The Company's corporate governance policies and charters and policies are available under the Investor Information section of the Company's website (https://www.playsidestudios.com/corporate-governance-and-directory) (Website).

Principles and Recommendations	Complied	Note
Principle 1 – Lay solid foundations for management and oversight
Recommendation 1.1A listed entity should have and disclose aBoard charter setting out:a)the respective roles andresponsibilities of its board andmanagement; andb)those matters expressly reserved tothe board and those delegated tomanagement.	YES	The Company has adopted a Board Charter that sets out the specific roles andresponsibilities of the Board, the Chair and management and includes a descriptionof those matters expressly reserved to the Board and those delegated tomanagement.The Board Charter sets out the specific responsibilities of the Board, requirementsas to the Board's composition, the roles and responsibilities of the Chairman andCompany Secretary, the establishment, operation and management of BoardCommittees, Directors' access to Company records and information, details of theBoard's relationship with management, details of the Board's performance reviewand details of the Board's disclosure policy.A copy of the Board Charter, is available on the Website at the following URL:https://investor.playsidestudios.com/wp-content/uploads/2021/11/Board-Charter.pdf

Recommendation 1.2A listed entity should:a)undertake appropriate checks beforeappointing a director or seniorexecutive, or putting someoneforward for election as a director; andb)provide security holders with allmaterial information in its possessionrelevant to a decision on whether ornot to elect or re-elect a director.	YES	The Company's Remuneration and Nomination Committee Charter requires theRemuneration and Nomination Committee to ensure appropriate checks (includingchecks in respect of character, experience, education, criminal record and bankruptcyhistory (as appropriate)) are undertaken before appointing a person orputting forwardto security holders a candidate for election, as a Director. In the event of anunsatisfactory check, a Director is required to submit their resignation.The Company will provide information to shareholders about Directors seekingelection or re-election at general meetings to enable them to make an informeddecision on whether or not to elect or re-elect a Director, including their relevantqualifications and experience and the skills they bring to the Board; details of anyother listed directorships held by the Directorin the preceding 3 years; the term ofoffice already served by the Director; whether the Director is considered to beindependent; and a recommendation by the Board in respect of the re-election of theDirector.In the case of a candidate standing for election as a director for the first time theCompany will also provide information to shareholders in relation to any materialadverse information revealed by any checks the Committee has performed on thecandidate.A copy of theRemuneration and Nomination Committee Charter is available on theCompany's Website at the following URL:PLY_Remuneration-and-Nomination-Commitee-Charter-Approved-25-July2024.pdf (playsidestudios.com)
Recommendation 1.3A listed entity should have a writtenagreement with each director and seniorexecutive setting out the terms of theirappointment.	YES	Each Director is given a letter upon his or her appointment which outlines the Director'sduties, obligations, remuneration, expected time commitments and notification of theCompany's policies. Similarly, senior executives including the Chief Executive Officer andChief Financial Officer have a formal job description and services agreement describingtheir term of office, duties, rights and responsibilities, and entitlements on termination.The Company will disclose the material terms of any employment, service orconsultancy agreement it enters into with its Chief Executive Officer.

Recommendation 1.4The company secretary of a listed entityshould be accountable directly to the board,through the chair, on all matters to do withthe proper functioning of the board.	YES	The Board Charter outlines the roles, responsibility and accountability of theCompany Secretary. In accordance with this, the Company Secretary isaccountable directly to the Board, through the Chair, on all matters to do with theproper functioning of the Board.
Recommendation 1.5A listed entity should:a)have and disclose a diversity policy;b)through its board or a committee of theboard to set measurable objectives forachieving gender diversity in thecomposition of its board, seniorexecutives and workforce generally; andc) disclose in relation to each reportingperiod:(i) the measurable objectives set forthat period to achieve gender diversity(ii) the entity's progress towardsachieving those objectives; and(iii) either:(A) the respective proportions ofmen and women on the board, insenior executive positions andacross the whole workforce(including how the entity hasdefined "senior executive" forthese purposes); or(B) if the entity is a "relevantemployer" under the WorkplaceGender Equality Act, the entity'smost recent "Gender EqualityIndicators", as defined in andpublished under that Act.	PARTIALLY	(a)The Company has adopted a Diversity Policy which provides a frameworkfor the Company to establish, achieve and measure diversity objectives,including in respect of gender diversity.A copy of the Diversity Policy, is available on the Website at the followingURL:https://investor.playsidestudios.com/wp-content/uploads/2021/11/DiversityPolicy.pdf(b)The Diversity Policy allowsthe Board to set measurable gender diversityobjectives and to continually monitor both the objectives if any have been setand the Company's progress in achieving them.(c)Given the current small size of the Board and the nature of the Company'soperationsand the sector in which it operates, the Board hasnot presentlyset measurable gender diversity.30th June 2024, the respective proportions of men, womenAs ofand other personsin the following roles were as follows:MenWomenOther% WomenBoard41020.0%Senior Executives*124025.0%Across the Company29069319.1%* Senior Executives are defined as being the being the Board, other KeyManagement Personnel (KMP) and direct reports to KMP's.

Recommendation 1.6A listed entity should:a)have and disclose a process forperiodically evaluating theperformance of its board, itscommittees and individual directors;andb)disclose for each reporting periodwhether a performance evaluationwas undertaken in accordance withthat process during or in respect tothat period.	YES	(a) The Company's Remuneration and Nomination Committee is responsible forevaluating the performance of the Board, its committees and individual Directors onan annual basis. It may do so with the aid of an independent advisor. The processfor this is set out in the Company's Performance Evaluation Policy, a copy of whichis available on the Website at the following URL:https://investor.playsidestudios.com/wp-content/uploads/2021/11/PerformanceEvaluation-Policy.pdf(b) The Performance Evaluation Policy requires the Company to disclose whetheror not performance evaluations were conducted during the relevant reportingperiod. The Company can confirm it has completed performance evaluations inrespect of the Board and its individual Directors for the past financial year inaccordance with the above process.
Recommendation 1.7A listed entity should:a)have and disclose a process forevaluating the performance of itssenior executives at least once everyreporting period; andb)disclose for each reporting periodwhether a performance evaluationhas been undertaken in accordancewith that process during or in respectof that period.	YES	(a) The Company's Remuneration & Nomination Committee isresponsible forevaluating the performance of the Company's senior executives on an annual basis.A senior executive, for these purposes, means key management personnel (asdefined in the Corporations Act) other than a non-executive Director.The applicable processes for these evaluations can be found in the Company'sPerformance Evaluation Policy, which is available on the Website.(b) The Company can confirm it has completed performance evaluations in respectof the senior executives for the currentfinancial year in accordance with theapplicable processes.
Principle 2: Structure of the Board to be effective and add value
Recommendation 2.1A listed entity should:a)have a nomination committee which:(i) has at least three members, amajority of whom are independentdirectors; and	YES	The Company formed its inaugural Remuneration & Nomination Committee at itsBoard Meeting held on 21st February 2024. It has three members:-> Ms Sophie Karzis (Chair – Independent Non-Executive Director);-> Mr Cris Nicolli (Independent Non-Executive Director); and-> Mr Mark Goulopoulos (Non-Independent Non-Executive Director).

(ii) is chaired by an independentdirector,		It held its first formal meeting on 25th July 2024.
and disclose:(iii) the charter of that committee;(iv) the members of the committee;and(v) as at the end of each reportingperiod, the number of times thecommittee met throughout the periodand the individual attendances of themembers at those meetings; orb)if it does not have a nominationcommittee, disclose that fact and theprocesses it employs to addressboard succession issues and toensure that the board has theappropriate balance of skills,knowledge, experience,independence and diversity toenable it to discharge its duties andresponsibilities effectively.		Prior to formation of the Remuneration & Nomination Committee, all normal dutiescovered by theRemuneration & NominationCommittee Charter were carried out bythe Board, led by its independent Chairman Mr Cris Nicolli.The number of times that the Committee met throughout the financial year and theindividual attendances of the members at those meetings are disclosed in theCompany's Annual ReportA copy of the Company's Remuneration & Nomination Committee Charter can befound at:https://investor.playsidestudios.com/wp-content/uploads/2021/11/PerformanceEvaluation-Policy.pdf
Recommendation 2.2
A listed entity should have and disclose aboard skills matrix setting out the mix of skillsthat the board currently has or is looking to	YES	The Board aims to be comprised of Directors who have, at all times, the appropriatemix of skills, experience, expertise and diversity relevant to the Company'sbusinesses and the Board's responsibilities.
achieve in its membership.		The Board has developed and adopted a Board Skills Matrixsetting out the mix ofskills that the Board currently has (or is looking to achieve). The Board Skills Matrixis reviewed at least annually to ensure the Board continues to have the appropriatemix of skills to discharge its obligations effectively and to add value and to ensure theBoard has the ability to deal with new and emerging business and governance issues.A copy is availablein the Company's Annual Report.

Recommendation 2.3		`
A listed entity should disclose:a)the names of the directorsconsidered by the board to beindependent directors;b)if a director has an interest, position,association or relationship of the typedescribed in Box 2.3 but the board isof the opinion that it does notcompromise the independence of thedirector, the nature of the interest,position, association or relationshipin question and an explanation ofwhy the board is of that opinion; andc)the length of service of each director.	YES	(a)The Board Charter requires the disclosure of the names of Directorsconsidered by the Board to be independent.The Company has disclosedthose Directors it considers to be independent in its Annual Report and onthe Website. The Board considers the following Directorsareindependent:Cristiano Nicolliand Sophie Karzis (appointed 21 December 2023).If the Boarddetermines that a director's status as an independent Directorhas changed, that determination will be disclosed and explained in a timelymanner to the market.(b)The Company can state that itsindependent Directorshave has not hadanyform of interest, position, association or relationship of the type described inBox 2.3;(c)The Company's Annual Reportdiscloses the length of service of eachDirector, as at the end of each financial year.
Recommendation 2.4
A majority of the board of a listed entityshould be independent directors.	PARTIALLY	The Company's Board Charter requires that, where practical, the majority of theBoard should be independent.The Board currently comprises a total of five(5)directors, of whomfour are nonexecutive andtwo(2) areconsidered to be independent. The reason that twoof thenon-executive directors are notconsidered independent is because they holdgreater than five per cent of the Company's share capital. However, the Boardconsiders its current composition to be appropriate and considers that Directorswhohave a substantial stake in the Company are well aligned with the Company'sshareholders as a whole and that the Board acts in the interests of all shareholdersin discharging its duties.
Recommendation 2.5The chair of the board of a listed entityshould be an independent director and, inparticular, should not be the same person asthe CEO of the entity.	YES	The Board Charter provides that, where practical, the Chair of the Board should bean independent Director and should not be the CEO/Managing Director.The Chair of the Company is an independent Director and is not the CEO/ManagingDirector.

Recommendation 2.6A listed entity should have a program forinducting new directors and for periodicallyreviewing whether there is a need for existingdirectors to undertake professionaldevelopment to maintain the skills andknowledge needed to perform their role asdirectors effectively.	YES	The Company has procedures and policies in place to assist Directors in fulfilling theirresponsibilities.As Directors join the Board, they undertake an induction program, which includesinformation on the Company's core values, key strategies, objectives, as well as itsgovernance framework and operations. New Directors also meet with key seniormanagement togain a better appreciation of the Group's services and capabilities.The Board also receives ongoing governance updates as required including inrelation to recent legislative and regulatory changes and developments in corporategovernance. All Directors have ongoing access to information on the Company'soperations and to the Group's senior management.Each Director, at any time, is able to seek reasonable independent professionaladvice on any business-related matter at the expense of the Company. Directorsalso have access to adequate internal resources to seek any information from anyofficer or employee of the Group, or to require the attendance of management atmeetings to enable them as Directors to fulfil their duties.
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1A listed entity should articulate and discloseits values	YES	(a)The Company and its subsidiary companies are committed toconducting all of its business activities fairly, honestly with a high levelof integrity, and in compliance with all applicable laws, rules andregulations. The Board, management and employees are dedicated tohigh ethical standards and recognise and support the Company'scommitmentto compliance with these standards.(b)The Company's values are set out in its Code of Conduct and isavailable on the Websiteat the following URL:https://investor.playsidestudios.com/wp-content/uploads/2021/11/Codeof-Conduct.pdfAll employees are given appropriate training on the Company's values andseniorexecutives will continually reference such values.
Recommendation 3.2
A listed entity should:a)have and disclose a code of conductfor its directors, senior executivesand employees; and	YES	(a)The Company's Corporate Code of Conduct applies to the Company'sDirectors, senior executives and employees.

b)ensure that the board or a committeeof the board is informed of anymaterial breaches of that code.		(b)The Company's Corporate Code of Conduct isavailable on the Website.Any material breaches of the Code of Conduct are reported to the Board ora committee of the Board.
Recommendation 3.3A listed entity should:a)have and disclose a whistle-blowerpolicy; andb)ensure that the board or a committeeof the board is informed of anymaterial incidents reported under thepolicy.	YES	The Company's Whistle-blowerProtection is available on the Websiteat thefollowing URL:https://investor.playsidestudios.com/wp-content/uploads/2021/11/WhistleblowerPolicy-V1-Nov-2020.pdfAny material breaches of the Whistle-blowerProtection Policy are to be reported tothe Board or a committee of the Board.
Recommendation 3.4A listed entity should:a)have and disclose an anti-briberyand corruption policy; andb)ensure that the board or a committeeof the board is informed of anymaterial breaches of that policy.	YES	The Company's Anti-Bribery and Anti-CorruptionPolicyis available on the Websiteat the following URL:https://investor.playsidestudios.com/wp-content/uploads/2021/11/Anti-Bribery-andAnti-Corruption-Policy.pdfAny material breaches of the Anti-Bribery and Anti-Corruption Policy are to bereported to the Board or a committee of the Board.
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1
The board of a listed entity should:a)have an audit committee which:(i) has at least three members, all ofwhom are non-executive directorsand a majority of whom areindependent directors; and(ii) is chaired by an independentdirector, who is not the chair of theboard,and disclose:	PARTIALLY	The Companyformed its inaugural Audit & Risk Committee at its Board Meetingheld 21st February 2024. It has three members:-> Mr Cris Nicolli (Chair – Independent Non-Executive Director);-> Ms Sophie Karzis (Independent Non-Executive Director); and-> Mr Aaron Pasias (Non-Independent Non-Executive Director).It held its inaugural meeting on 16 August 2024, attended by all three membersabove, along with members of the external audit firm, BDO Audit Pty Ltd.The Chairman of the Auditand Risk Committee is also the Chairman of the Board;although not recommended, this has been seen as necessary given the smallnumber of independent directors on the Board and their individual skill mixes.

(iii) the charter of that committee;(iv) the relevant qualifications andexperience of the members of thecommittee; and(v) in relation to each reportingperiod, the number of times thecommittee met throughout the periodand the individual attendances of themembers at those meetings; orb)if it does not have an auditcommittee, disclose that fact and theprocesses it employs thatindependently verify and safeguardthe integrity of its corporatereporting, including the processes forthe appointment and removal of theexternal auditor and the rotation ofthe audit engagement partner.		Prior to formation of the Auditand RiskCommittee, all normal duties covered by theAudit & Risk Committee Charter were carried out by the Board, led byitsindependent Chairman Mr Cris Nicolli.The relevant qualifications of the Board can be found in the Company's AnnualReport.A copy of the Company's Audit and Risk Committee Charter is available on theWebsiteat the following URL:Audit-and-Risk-Committee-Charter-PLY-website-db-May-25.pdf(playsidestudios.com)
Recommendation 4.2The board of a listed entity should, before itapproves the entity's financial statements fora financial period, receive from its CEO andCFO a declaration that, in their opinion, thefinancial records of the entity have beenproperly maintained and that the financialstatements comply with the appropriateaccounting standards and give a true and fairview of the financial position andperformance of the entity and that theopinion has been formed on the basis of asound system of risk management andinternal control which is operating effectively.	YES	The Directors are committed to the preparation of financial statements that presenta balanced and clear assessment of the Group's financial position and prospects.The Board requires that the Chief Executive Officer and the Chief Financial Officerstate in writing to the Board that the Group's financial reports present a true and fairview, in all material respects, of the Group's financial condition and operationalresults and are in accordance with relevant accounting standards and that theopinion has been formed on the basis of a sound system of risk management andinternal control which is operating effectively

Recommendation 4.3A listed entity should disclose its processesto verify the integrity of any periodiccorporate report it releases to the market thatis not audited or reviewed by an externalauditor.	YES	All releases to the market that are not subject to audit or review by the externalauditor are circulated by the Company Secretary to all Board Members well inadvance of the date designated for release. The Board provide their feedback andquestions on the information contained to the CEO and other Key Management andonce resolved, including any required amendments, the final version will bereleased to the market.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1A listed entity should have and disclose awritten policy for complying with itscontinuous disclosure obligations under theListing Rule 3.1	YES	The Company has a documented policy which has established procedures designedto ensure compliance with ASX Listing Rule disclosure requirements and to ensureaccountability at a senior management level for that compliance. The focus of theseprocedures ison continuous disclosure of any information concerning the Group thata reasonable person would expect to have a material effect on the price of theCompany's securities and improving access to information for all investors.The Company Secretary is responsible for all communications with the ASX. AllCompany announcements are vetted and authorised by the Board and seniormanagement to ensure they are made in a timely manner, are factual, do not omitmaterial information and are expressedin a clear and objective manner that allowsinvestors to assess the impact of the information when making investment decisions.The Company's Continuous Disclosure Policy is available on the Websiteat thefollowing URL:https://investor.playsidestudios.com/wp-content/uploads/2021/11/ContinuousDisclosure-Policy.pdf
Recommendation 5.2A listed entity should ensure that its boardreceives copies of all material marketannouncements promptly after they havebeen made	YES	Consistent with the Company's Continuous Disclosure Policy, all members of theBoard receive material market announcements promptly after they have beenmade.

Recommendation 5.3A listed entity that gives a new andsubstantive investor or analyst presentationshould release a copy of the presentationmaterials on the ASX MarketAnnouncements Platform ahead of thepresentation.	YES	All substantive investor or analyst presentations are released on the ASX MarketsAnnouncement Platform ahead of any such presentations.
Principle 6: Respect the rights of security holders
Recommendation 6.1A listed entity should provide informationabout itself and its governance to investorsvia its website.	YES	The Board informs shareholders of all major developments affecting the Group's stateof affairs as follows:placing all relevant announcements made to the market, on the Websiteafterthey have been released to ASX;publishing all corporate governance policies and charters adopted by the Boardon its website;releasing information provided to analysts or media during briefings to ASX andplacing such information on its website; andplacing the full text of notices of meeting and explanatory material on the Website.Information about the Company and its governancepoliciesis available on theWebsiteat www.playsidestudios.comat the following URL:https://investor.playsidestudios.com/corporate-governance-and-directory/
Recommendation 6.2A listed entity should have an investorrelations program that facilitates effectivetwo-way communication with investors.	YES	The Board is committed to facilitating effective two-way communication with itsshareholders, investors and stakeholders and has adopted a ShareholderCommunications Strategyto define and support this objective. The Strategy outlinesa range of ways in which information is communicated to shareholders and isavailable on the Websiteat the following URL:https://investor.playsidestudios.com/wp-content/uploads/2021/11/ShareholderCommunications-Strategy.pdf
Recommendation 6.3	YES	Shareholders are encouraged to participate at all general meetings and AGMs ofthe Company. Upon the despatch of any notice of meeting to Shareholders, the

A listed entity should disclose how itfacilitates and encourages participation atmeetings of security holders.		Company Secretary shall send out material stating that all Shareholders areencouraged to participate at the meeting.
Recommendation 6.4A listed entity should ensure that allsubstantive resolutions at a meeting ofsecurity holders are decided by a poll ratherthan by a show of hands.	YES	All substantive resolutions at securityholder meetings will be decided by a pollrather than a show of hands.
Recommendation 6.5A listed entity should give security holdersthe option to receive communications from,and send communications to, the entity andits security registry electronically.	YES	The Shareholder Communication Strategy provides that security holders canregister with the Company to receive email notifications when an announcement ismade by the Company to the ASX, including the release of the Annual Report, halfyearly reports and quarterly reports. Links are made available to the Websiteonwhich all information provided to the ASX is immediately posted.Shareholders queries should be referred to the Company Secretary at first instance.
Principle 7: Recognise and manage risk
Recommendation 7.1
The board of a listed entity should:a)have a committee or committees tooversee risk, each of which:(i) has at least three members, amajority of whom are independentdirectors; and(ii) is chaired by an independentdirector,	PARTIALLY	(a)The Company formed its inaugural Auditand RiskCommittee at its BoardMeeting held 21st February 2024. It has three members:-> Mr Cris Nicolli (Chair –Independent Non-Executive Director);-> Ms Sophie Karzis (Independent Non-Executive Director); and-> Mr Aaron Pasias (Non-Independent Non-Executive Director).
and disclose:		It held its inaugural meeting on 16 August 2024, attended by all three membersabove, along with members of the external audit firm, BDO Audit Pty Ltd.
(iii) the charter of the committee;(iv) the members of the committee;and(v) in relation to each reportingperiod, the number of times the		The Chairman of the Audit committee is also the Chairman of the Board; althoughnot recommended, this has been seen as necessary given the small number ofindependent directors on the Board and their individual skill mixes.

committee met throughout the periodand the individual attendances of themembers at those meetings; orb)if it does not have a risk committeeor committees that satisfy (a) above,disclose that fact and the processesit employs for overseeing the entity'srisk management framework.		Prior to formation of the Auditand RiskCommittee, all normal duties covered by theAudit Committee Charter were carried out by the Board, led by its independentChairman Mr Cris Nicolli.The relevant qualifications of the Board can be found in the Company's AnnualReport.A copy of the Audit and Risk Committee Charter can be found at:https://investor.playsidestudios.com/wp-content/uploads/2021/11/Audit-and-RiskCommittee-Charter.pdf(b) Not Applicable.
Recommendation 7.2The board or a committee of the boardshould:a)review the entity's risk managementframework at least annually to satisfyitself that it continues to be sound,and that the entity is operating withdue regard to the risk appetite set bythe board; andb) disclose, in relation to each reportingperiod, whether such a review hastaken place.	YES	(a)Consistent with the Audit and Risk Committee Charter, the Audit and RiskCommittee (or, in its absence, the Board) has satisfied itself that theCompany's risk management framework continues to be sound and that theCompany is operating with due regard to the risk appetite set by the Board.(b)The Company's Board can report that the Company's risk managementframework has been reviewed and it is satisfied that all risks identified havebeen or are in the process of being appropriately addressed.

Recommendation 7.3
A listed entity should disclose:a)if it has an internal audit function,how the function is structured andwhat role it performs; orb)if it does not have an internal auditfunction, that fact and the processesit employs for evaluating andcontinually improving theeffectiveness of its governance, riskmanagement and internal controlprocesses.	YES	(a)The Audit and Risk Committee Charter provides for the Audit and RiskCommittee to monitor and periodically review the need for an internal audit function,as well as assessing the performance and objectivity of any internal auditprocedures that may be in place.(b)The company does not have an internal audit function. The boardconsidered the process employed pursuant to the Audit and Risk CommitteeCharter and Risk Management Policy are sufficient for evaluating and continuallyimproving the effectiveness of itsrisk management and internal control processesgiven the size and complexity of the current business.
Recommendation 7.4A listed entity should disclose whether it hasany material exposure to environmental orsocial risks and, if it does, how it manages orintends to manage those risks.	YES	The Group's operations are not subject to any significant environmental regulationsunder the Commonwealth or State legislation.The Board considers the Company does not have any material exposure to anyenvironmental or social risks.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
The board of a listed entity should:a)have a remuneration committeewhich:(i) has at least three members, amajority of whom are independentdirectors; and(ii) is chaired by an independentdirector,and disclose:	YES	(a(a)The Company formed its inaugural Remuneration Committee at its BoardMeeting held on 21st February 2024. It has three members:-> Ms Sophie Karzis (Chair –Independent Non-Executive Director);-> Mr Cris Nicolli (Independent Non-Executive Director); and-> Mr Mark Goulopoulos (Non-Independent Non-Executive Director).It has yet to hold its inaugural meeting.It held its first formal meeting on 25th July 2024.

(iii) the charter of that committee;(iv) the members of the committee;and(v) in relation to each reportingperiod, the number of times thecommittee met throughout the periodand the individual attendances of themembers at those meetings; orb)if it does not have a remunerationcommittee, disclose that fact and theprocesses it employs for setting thelevel and composition ofremuneration for directors and seniorexecutives and ensuring that suchremuneration is appropriate and notexcessive.		Prior to formation of the Remuneration Committee, all normal duties covered by theRemuneration Committee Charter were carried out by the Board, led by itsindependent Chairman Mr Cris Nicolli.A copy of the Company's Remuneration Committee Charter is contained on theWebsiteat the following URL:PLY_Remuneration-and-Nomination-Commitee-Charter-Approved-25-July-2024.pdf(playsidestudios.com)'(b) Not Applicable
Recommendation 8.2A listed entity should separately disclose itspolicies and practices regarding theremuneration of non-executive directors andthe remuneration of executive directors andother senior executives.	YES	The Company has disclosed its policies and practices regarding the remuneration ofDirectors and senior executives in the Annual Report.
Recommendation 8.3A listed entity which has an equity-basedremuneration scheme should:a)have a policy on whether participantsare permitted to enter intotransactions (whether through theuse of derivatives or otherwise)which limit the economic risk ofparticipating in the scheme; and	YES	The Company has issued equity-based remuneration to both executives and seniormanagement under an incentive plan.Participants in the incentive plan are not permitted to hedge or otherwise limit theeconomic risk of participating in the plan.Specifically, Clause 5.3(b) ofthe 'PlaySide Studios LimitedEmployeeIncentivePerformance Rights Plan' (the Plan), dated 22nd November 2023 h, statesthat"A

b)	Participant must not enter into any arrangement for the purpose of hedging
disclose that policy or a summary of	their
it.	economic exposure to a Performance Right that has been granted to them".
	All participants in the Plan are subject to and required to adhere to all provisionswithin the Plan including Clause 5.3(b) listed above.

*Recommendations 9.1, 9.2 and 9.3 do not apply to the Company.