PLENTI GROUP LIMITED — Governance Information 2021

May 24, 2021

ASX Release

25 May 2021

==> picture [148 x 60] intentionally omitted <==

Corporate Governance Statement

Plenti Group Limited (ASX:PLT) provides the attached Corporate Governance Statement and Appendix 4G.

ENDS

Authorised for release by : the Board of Plenti Group Limited.

For more information please contact:

Daniel Foggo Julia Lefort Chief Executive Officer Head of Corporate Affairs shareholders@plenti.com.au julia.lefort@plenti.com.au 0415 661128

About Plenti

Plenti is a fintech lender, providing faster, fairer loans through smart technology.

We offer award-winning automotive, renewable energy and personal loans, delivered by proprietary technology, to help creditworthy borrowers bring their big ideas to life.

Since establishment in 2014, our loan originations have grown consistently, supported by diversified loan products, distribution channels and funding, and underpinned by our exceptional credit performance and continual innovation.

Plenti Group Limited

For more information visit plenti.com.au/shareholders

ABN 11 643 435 492

==> picture [84 x 26] intentionally omitted <==

Corporate Governance Statement

31 March 2021

Plenti Group Limited ACN 643 435 492

1

31 March 2021

==> picture [84 x 26] intentionally omitted <==

Corporate Governance Statement

Introduction

This Corporate Governance Statement, which has been approved by the Board of Plenti Group Limited ( Plenti or Company ), sets out Plenti’s corporate governance framework, policies and practices for the Reporting Period ending 31 March 2021 ( Reporting Period ). This Corporate Governance Statement complies with the fourth edition of the ASX Corporate Governance Council’s Principles and Recommendations ( ASX Principles and Recommendations ).

Our approach to corporate governance

Corporate governance is the framework of systems, policies, rules and relationships by which a business functions, including how decision-making occurs, how authority is exercised and controlled and the means through which people are held accountable.

The Board is committed to effective and responsible corporate governance and believes that good governance outcomes are achieved through exemplary ethics, transparency, and openness. Plenti’s corporate governance policies and charters are publicly available on its website at https://www.plenti.com.au/shareholders/corporate-governance/ ( Website ).

Plenti’s corporate governance framework establishes the roles, duties and responsibilities of Plenti’s Board and management, and incorporates Plenti’s values, Code of Conduct and risk management framework. The corporate governance framework has been designed to reinforce Plenti’s commitment to always acting lawfully, responsibly and ethically in pursuing its business operations and strategic objectives.

2

==> picture [84 x 26] intentionally omitted <==

Principle 1: Lay solid foundations for management and oversight

Recommendation 1.1

Have and disclose a board charter that sets out the roles and responsibilities of the Board and management

The Board has adopted a charter ( Board Charter ) which sets out the role and function of the Board, the structure of the Board and its committees, those matters expressly reserved for the Board and Board Committees, and those responsibilities that have been delegated to the Chief Executive Officer and management.

A copy of the Board Charter is available on our Website.

Recommendation 1.2

Undertake appropriate checks before appointing a director or senior executive and provide securityholders with material information

The Nomination and Remuneration Committee identifies and makes recommendations to the Board for the appointment of Board candidates, having regard to their skills, experience and expertise. Appropriate checks, consistent with those set out in the ASX Principles and Recommendations, are undertaken to verify the suitability of potential Board candidates and senior executives.

Any material information concerning a Board candidate is subsequently disclosed to Plenti securityholders as part of the election or re-election process of that Board candidate. The Nomination and Remuneration Committee Charter is available on our Website.

Recommendation 1.3

Have a written agreement with each Board member and senior executive setting out the terms of their appointment

Each member of the Board and all senior executives must enter into a written agreement with the Company, whether that be an employment agreement or a non-executive director appointment letter, as applicable.

The written agreements set out the terms and conditions of their employment or engagement by Plenti.

In the case of non-executive director, the agreements include the matters outlined in recommendation 1.3 of the ASX Principles and Recommendations, and also set out Plenti’s expectations in relation to the term, time commitments and attendance requirements at Board meetings and Board committees, participation in operational and strategic reviews and specific requirements relevant to the role.

Recommendation 1.4

The company secretary should be accountable directly to the Board, through the chair

The Board has appointed two company secretaries, with at least one required to attend Board and Board Committee meetings and both directly accountable to the Board, through the Chair, on all matters to do with the proper functioning of the Board. All Board members have direct access to the company secretaries.

The company secretaries are responsible for the day-to-day operation of the company secretary’s office, including:

• (a) lodgements with ASX and other regulators;

(b) the administration of Board and committee meetings (including drafting minutes of Board and committee meetings and promptly circulating the minutes after each meeting);

• (c) oversight of the relationship with the Company's share registry;

• (d) advising the Board and its committees on governance matters;

• (e) monitoring that all Board and committee policy and procedures are followed; and

• (f) assisting with the induction and professional development of directors.

3

==> picture [84 x 26] intentionally omitted <==

Recommendation 1.5

Have and disclose a diversity policy, set measurable objectives and disclose progress

Plenti is committed to establishing and maintaining an inclusive workplace that embraces diversity and recognises the positive outcomes that can be achieved through a diverse workforce, and the contribution of diverse skills and talent from its directors, officers and employees. Plenti does not tolerate discrimination, harassment, vilification or victimisation.

Plenti has adopted a Diversity Policy, which is available on its Website.

In accordance with the Diversity Policy, the Board is responsible for:

• (a) overseeing the Diversity Policy, including the review of its appropriateness and effectiveness;

• (b) encouraging and promoting other initiatives, policies and processes appropriate from time to time to encourage and promote diversity;

• (c) annually setting and reviewing the objectives of the Diversity Policy; and

• (d) annually assessing the Company’s progress towards achieving the objectives set out in the Diversity Policy.

As at the end of the Reporting Period:

• (a) the Board includes 2 female directors and 3 male directors (40% female representation);

• (b) 1 female senior executive and 5 male senior executives (17% female representation)[1] ; and

• (c) 44 female staff members and 92 male staff members (32% female representation).

The Board actively considers diversity (amongst other factors) in relation to appointments to the Board and to senior executive positions. The Board has scheduled time outside of the Reporting Period to formally set measurable objectives for achieving gender diversity across the Board, management and Plenti’s broader workforce.

Recommendation 1.6

Have and disclose a process evaluating the performance of the Board, its committees and individual directors and disclose whether a performance evaluation was undertaken

In accordance with the Board Charter, the Board meets at least annually, with the advice and assistance of the Nomination and Remuneration Committee, to review and evaluate the performance of the Board, each Board committee and each individual Board member against relevant charters, corporate governance policies, and agreed goals and objectives.

In addition, each of the Audit and Risk Management Committee Charter and Nomination and Remuneration Committee Charter sets out when such reviews are to take place with respect to each Committee. Specifically:

• (a) the Audit and Risk Management Committee will review its performance annually; and

• (b) the Nomination and Remuneration Committee will review its performance annually.

As at the end of the Reporting Period, Plenti had not been admitted to the ASX official list for a full year and reviews of each of the Board, Audit and Risk Management Committee and Nomination and Remuneration Committee had not yet been undertaken. These performance evaluations are scheduled to occur in the subsequent Reporting Period in accordance with the respective Charters.

Recommendation 1.7

Have and disclose a process for evaluating the performance of senior executives and disclose whether a performance evaluation was undertaken

The performance of the senior executives, including the Chief Executive Officer, is required to be considered by the Board with the advice and assistance of the Nomination and Remuneration Committee.

1 Senior executives are defined as direct reports to the CEO. Since the Reporting Period an addition to the Executive team has resulted in representation as follows – 2 female senior executives and 5 male senior executives, or 29% representation.

4

==> picture [84 x 26] intentionally omitted <==

The Nomination and Remuneration Committee has responsibility for developing and implementing processes for the evaluation and performance of Plenti's senior executives. It is required to carry out a formal review of the performance of senior executives, using where necessary an external consultant, against appropriate measures, whereby it must relevantly assess the effectiveness of each senior executive’s performance against guidelines and charters approved by the Board from time to time.

As at the end of the Reporting Period, Plenti had not been admitted to the ASX official list for a full year and reviews of senior executives had not yet been undertaken. However, the performance of the CEO and senior executives was evaluated by the Nomination and Remuneration Committee at a meeting in April 2021, outside of the Reporting Period.

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

Recommendation 2.1

Have a nomination committee and disclose the charter of the committee

The Board has established a Nomination and Remuneration Committee, which has authority and power to exercise the roles and responsibilities granted to it under the Nomination and Remuneration Committee Charter, and any other resolutions of the Board from time to time.

The Chairperson of the Committee is Mary Ploughman. The other members of the Remuneration and Nomination Committee are Susan Forrester and Martin Dalgleish. A majority of the members of the Nomination and Remuneration Committee are independent directors, and the Chair is an independent director.

Plenti’s Annual Report discloses the number of times the Board and Committees met throughout the Reporting Period and the attendances of directors at those meetings.

Recommendation 2.2

Have and disclose a board skills matrix

The Board has an extensive range of knowledge and skills with relevant experience as detailed in the skills matrix below, effective 31 March 2021:

Skill Set	Number of Board Members with expertise
Consumer credit	3
Accountingand financial literacy	2
Legal	2
Regulation	3
Capital raising	3
Corporate strategy	4
Mergers and acquisitions	3
Risk management	2
Consumer marketing	2
Technology	3
Human resources	1
Growth company	4

The Board is made up of members with a broad range of skills, expertise and experience and from a diverse range of backgrounds.

Recommendation 2.3

Disclose independent Board members, details of any interests and length of service

The Company assesses the independence of Board members against the requirements for independence set out in the Board Charter and the independence criteria set out in the ASX Principles and Recommendations.

5

==> picture [84 x 26] intentionally omitted <==

As at the date of this Corporate Governance Statement, 3 Board members were considered by the Board to be independent Directors, Mary Ploughman, Susan Forrester and Martin Dalgleish.

The remainder of the members of the Board are not considered to be independent due to their respective roles and ownership interests in securities of the Company (including relationship to a previous substantial shareholder, in the case of Peter Behrens).

The Board assesses the independence of each Board member on appointment and conducts regular reviews thereafter, including where interests are disclosed.

Details of the Board members, including experience and expertise, current and former directorships, length of service and Director interests can be found in the Annual Report.

Recommendation 2.4

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

During the Reporting Period the composition of the Board included a majority of independent Board members.

Recommendation 2.5

Chair should be independent and not the same person as the CEO

The Chair, Mary Ploughman, is an independent Director.

Recommendation 2.6

Have a program for inducting new directors and for periodically reviewing need for professional development

An induction program is provided to each Board member on appointment, to enable them to gain an understanding of:

• (a) the Company’s operations;

• (b) the Company's financial, strategic, operational and risk management position;

• (c) the culture and values of the Company;

• (d) Director’s rights, duties and responsibilities and those of the Company's management;

• (e) Board and Board committee meeting arrangements, including the role of Board committees; and

• (f) constructive and respectful relations between Board members, and between the Board, the Company's management and other stakeholders.

The Nomination and Remuneration Committee also ensures that Board members have access to appropriate continuing education to update and enhance their skills and knowledge (including key developments in the Company).

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

Recommendation 3.1

Articulate and disclose its values

The Company's values are outlined in the Annual Report and further detail is included in the Code of Conduct.

Recommendation 3.2

Have and disclose a code of conduct for its directors

The Company’s Board approved Code of Conduct is available on its Website. The Code of Conduct sets out the values, commitments, ethical standards and policies of the Company and outlines the standards of conduct expected of its

6

==> picture [84 x 26] intentionally omitted <==

business and people, taking into account the Company's legal and other obligations to its stakeholders.

The Code of Conduct applies to all employees (whether full time, part time or casual), managers, contractors and the Board. The Code of Conduct applies to all such persons at any time when business is conducted at and/or away from a person's principal place of employment and in all of the Company's workplaces.

The Audit and Risk Management Committee has responsibility for monitoring and ensuring compliance with the Code of Conduct.

Recommendation 3.3

Have and disclose a whistleblower policy

The Company recognises the important role whistleblowing can play in the early detection of misconduct, and has adopted a Whistleblower Policy to help deter wrongdoing, in line with the Company’s risk management and governance framework, and provide transparency around how the Company will receive, handle and investigate disclosures.

The Company encourages the reporting of suspected unethical, illegal, fraudulent, corrupt or dishonest conduct and shall ensure that those persons (also known as “whistleblowers”) who disclose wrongdoing can do so safely, securely and with confidence that they will be protected and supported.

The Company's Whistleblower Policy is available on its Website.

Recommendation 3.4

Have and disclose an anti bribery and corruption policy

The Company has zero tolerance for bribery and corruption in any form. It is the policy of the Company to conduct its business with complete integrity, and in a manner that applies the highest ethical standards and is in compliance with the letter and the spirit of all relevant laws, including all relevant anti-bribery and corruption laws.

The Company will not participate in transactions that are not compliant with, or seek to evade, these laws. Further, the Company expects everyone working for, or on behalf of, the Company and its subsidiaries, whether they are employees, contractors, consultants, third party intermediaries or agents, to have the highest ethics, and to be honest and worthy of trust.

The Anti-Bribery and Corruption Policy sets out the Company's anti-bribery and corruption rules to ensure compliance with the Criminal Code Act 1995 (Cth) and the legislation in the various States and Territories, and any other applicable anti-bribery and corruption legislation and regulations.

The Company’s Anti-Bribery and Corruption Policy is available on its Website.

Principle 4: Safeguard the integrity of corporate reports

Recommendation 4.1

Have an audit committee and disclose the charter of the committee

The Board has established an Audit and Risk Management Committee to assist the Board in carrying out its accounting, auditing and financial reporting responsibilities.

The Committee is currently comprised of Susan Forrester (chair), Mary Ploughman, Martin Dalgleish and Peter Behrens. A majority of the Directors on the Audit and Risk Management Committee are independent Non-Executive Directors.

Details of the relevant qualifications and experience of the members of the committee, the number of times the committee met throughout the Reporting Period, and the individual attendances of members at those meetings are set out in the Annual Report.

The Audit and Risk Management Committee has a formal charter which sets out the Committee's responsibilities and functions. A copy of the Audit and Risk Management Committee Charter is available on the Website.

Recommendation 4.2

7

==> picture [84 x 26] intentionally omitted <==

Board should receive from CEO and CFO declaration in relation to financial statements

Pursuant to the Audit and Risk Management Committee Charter, prior to approving the Company's financial statements, the Board must ensure it receives from its CEO and CFO a declaration that, in their opinion, the financial records of the Company have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

Recommendation 4.3

Disclose process to verify the integrity of any periodic corporate report released to the market that is not audited or reviewed by an external auditor

Where a periodic corporate report is not subject to review by an external auditor, the process followed by Plenti to satisfy itself that the report is materially accurate, balanced and provides investors with appropriate information to make informed investment decisions, includes:

1. preparation and verification of the relevant financial information by the Plenti Finance team;

2. review of that information by the Plenti CFO and CEO; and

3. provision of the draft corporate report to the Board for its review and approval prior to release

Principle 5: Make timely and balanced disclosure

Recommendation 5.1

Have and disclose a written policy for complying with its continuous disclosure obligations

Plenti recognises the importance of its market announcements being accurate, balanced and expressed in a clear and objective manner that allows investors to assess the impact of the information when making investment decisions.

The Board has adopted a Continuous Disclosure Policy designed to ensure that Plenti complies with its disclosure obligations under the Corporations Act 2001 (Cth) (Act) and the ASX Listing Rules.

Plenti's Continuous Disclosure Policy is available on its Website.

Recommendation 5.2

Ensure Board receives copies of all material market announcements promptly after they have been made

Plenti’s Continuous Disclosure Policy provides that the Board will receive copies of all material announcements. This policy was followed throughout the Reporting Period.

Recommendation 5.3

Where a new and substantive investor or analyst presentation is given, release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation

The Board has adopted a Securityholder Communication Policy which requires that before a new or substantive presentation to analysts or institutional investors is given, the presentation materials will be released to ASX and posted on Plenti's website.

Plenti's Securityholder Communication Policy is available on its Website.

8

==> picture [84 x 26] intentionally omitted <==

Principle 6: Respect the rights of security holders

Recommendation 6.1

Provide information about the Company and its governance to investors via its website

Plenti provides all relevant information about itself and the governance of the Company (including applicable governance policies) via our website as required by the Recommendations, the Listing Rules, and other laws applicable to Plenti.

Recommendation 6.2

Have an investor relations program that facilitates effective two-way communication with investors

In addition to the Securityholder Communication Policy that supports Plenti's commitment to effective communication with its securityholders, Plenti communicates with its securityholders through:

• (a) its annual and half-yearly reports;

• (b) market releases to the ASX in accordance with continuous disclosure obligations;

• (c) the investor relations section of Plenti’s website;

• (d) the annual general meeting; and

• (e) meeting with investors and responding to investor enquiries.

Recommendation 6.3

Disclose how the Company facilitates and encourages participation at meetings of securityholders

A key objective of the Securityholder Communication Policy is to promote effective communication with securityholders and other stakeholders and to encourage effective participation at Plenti's general meetings.

All securityholders are encouraged to participate in the AGM and securityholders will be given an opportunity to submit questions in advance of the meeting.

Recommendation 6.4

Ensure that all substantive resolutions at a meeting of securityholders are decided by a poll rather than by a show of hands

Every resolution submitted to the meeting may, according to the Company’s constitution, be determined by a poll where a poll is demanded by the Chair, minimum of five securityholders, any securityholder holding more than 5% of voting rights or otherwise by the Act.

Plenti's Constitution is available on its Website.

Recommendation 6.5

Give securityholders the option to receive communications from, and send communications to, the entity and its securities registry electronically

Plenti's Securityholder Communication Policy encourages securityholders to receive and send communications electronically by registering their email address with the share registry.

9

==> picture [84 x 26] intentionally omitted <==

Principle 7: Recognise and manage risk

Recommendation 7.1

Committee to oversee Risk

The Board has established an Audit and Risk Management Committee to oversee and review the effectiveness of Plenti's risk management framework.

Details of the Audit and Risk Management Committee, including its composition, the number of times the committee met throughout the Reporting Period, and the individual attendances of members at those meetings are set out in the Annual Report. A copy of the Audit and Risk Management Committee Charter is available on the Website.

Recommendation 7.2

Annual review of the Company’s risk management framework

The Board has delegated to the Audit and Risk Management Committee responsibility for reviewing, monitoring and approving Plenti's risk management framework at least annually to provide assurance that major business risks are identified, consistently assessed and appropriately addressed.

The Audit and Risk Management Committee reviewed the effectiveness of Plenti's risk management framework within the Reporting Period and recommended some refinements to the Framework which are currently being implemented.

Recommendation 7.3

Disclose internal audit function or the process for evaluating and improving risk management

Plenti does not, at this time, have an internal audit function given its size and stage of its business. However the Board has delegated to the Audit and Risk Management Committee responsibility for:

• (a) identifying major risk areas;

(b) evaluating the adequacy and effectiveness of the Company's identification and management of economic, environmental and social sustainability risks;

(c) providing risk management updates to the Board and any supplementary information required to provide the Board with confidence that key risks are being appropriately managed;

(d) reviewing reports from management on new and emerging sources of risk and the risk controls and mitigation measures that management has put in place to deal with those risks;

(e) reviewing the Company's risk management framework at least annually to satisfy itself that it continues to be sound and that the Company is operating with due regard to the risk appetite set by the Board.

Recommendation 7.4

Disclose material exposure to environmental or social risks and how these are managed

Plenti is committed to ensuring key decision-making by directors and senior managers aligns with Plenti’s environmental and social responsibilities.

The Board has delegated responsibility to the Audit and Risk Management Committee for evaluating the adequacy and effectiveness of Plenti’s identification and management of economic, environmental and social sustainability risks.

Plenti has included environmental and social risks in its Risk Management Framework to ensure the effective and ongoing management and mitigation of this risk area. At the present time, Plenti does not consider it has material exposure, as defined by the ASX Corporate Governance Principles, to such risks, but will continue to monitor these risks as part of its Risk Management Framework.

10

==> picture [84 x 26] intentionally omitted <==

Principle 8: Remunerate fairly and responsibly

Recommendation 8.1

Remuneration Committee

The Board has established a Nomination and Remuneration Committee.

Details of the Nomination and Remuneration Committee, including its composition, the number of times the committee met throughout the Reporting Period, and the individual attendances of members at those meetings are set out in the Annual Report. A copy of the Nomination and Remuneration Committee Charter is available on its Website.

Recommendation 8.2

Disclose the Company’s policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives

Remuneration of executive and non-executive directors and other senior executives is set out in the Annual Report.

Recommendation 8.3

Disclose policy regarding whether participants of equity-based remuneration scheme are permitted to limit economic risk of participating in the scheme

In accordance with Plenti's Securities Trading Policy, employees (including officers, directors and senior executives of the Company) are prohibited from:

• (a) entering into margin lending arrangements relating to the Company’s securities;

• (b) conducting short term or speculative trading in the Company’s securities or in financial products associated with the Company’s securities; and

• (c) dealing in financial products associated with the Company’s securities.

Plenti’s Securities Trading Policy is available on its Website.

11

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Plenti Group Limited

ABN/ARBN 11 643 435 492	Financial year ended:
11 643 435 492	31 March 2021

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

These pages of our ☐ annual report: This URL on our ☒ https://www.plenti.com.au/shareholders/corporate-governance website:

The Corporate Governance Statement is accurate and up to date as at 31 March 2021 and has been approved by the board.

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

Date: 25 May 2021 Name of authorised officer Georgina Koch, General Counsel and Company Secretary authorising lodgement:

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

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

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

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

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

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

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

ASX Listing Rules Appendix 4G

Page 1

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	☒ and we have disclosed a copy of our board charter at: https://www.plenti.com.au/shareholders/corporate-governance	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

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

Page 2

ASX Listing Rules Appendix 4G

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.5	A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.	☐ and we have disclosed a copy of our diversity policy at: …………………………………………………………………………….. [insert location] and we have disclosed the information referred to in paragraph (c) at: …………………………………………………………………………….. [insert location] and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period.	☒ set out in our Corporate Governance Statement
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a) at: https://www.plenti.com.au/shareholders/corporate-governance and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: our corporate governance statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 3

ASX Listing Rules Appendix 4G

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.7	A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a) at: https://www.plenti.com.au/shareholders/corporate-governance and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: our corporate governance statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 4

ASX Listing Rules Appendix 4G

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	☒ and we have disclosed a copy of the charter of the committee at: https://www.plenti.com.au/shareholders/corporate-governance and the information referred to in paragraphs (4) and (5) at: our corporate governance statement and pages 29-32 of our annual report	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	☒ and we have disclosed our board skills matrix at: our corporate governance statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	☒ and we have disclosed the names of the directors considered by the board to be independent directors at: our corporate governance statement and the length of service of each director at: page 21 of our annual report	☐ set out in our Corporate Governance Statement

Page 5

ASX Listing Rules Appendix 4G

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
2.4	A majority of the board of a listed entity should be independent directors.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒ and we have disclosed our values at: page 15 of our annual report	☐ set out in our Corporate Governance Statement
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	☒ and we have disclosed our code of conduct at: https://www.plenti.com.au/shareholders/corporate-governance	☐ set out in our Corporate Governance Statement
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	☒ and we have disclosed our whistleblower policy at: https://www.plenti.com.au/shareholders/corporate-governance	☐ set out in our Corporate Governance Statement
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy.	☒ and we have disclosed our anti-bribery and corruption policy at: https://www.plenti.com.au/shareholders/corporate-governance	☐ set out in our Corporate Governance Statement

Page 6

ASX Listing Rules Appendix 4G

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	☒ and we have disclosed a copy of the charter of the committee at: https://www.plenti.com.au/shareholders/corporate-governance and the information referred to in paragraphs (4) and (5) at: our corporate governance statement and pages 29-32 of our annual report	☐ set out in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	☒	☐ set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	☒	☐ set out in our Corporate Governance Statement

Page 7

ASX Listing Rules Appendix 4G

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	☒ and we have disclosed our continuous disclosure policy at: https://www.plenti.com.au/shareholders/corporate-governance	☐ set out in our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	☒	☐ set out in our Corporate Governance Statement
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	☒	☐ set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	☒ and we have disclosed information about us and our governance on our website at: https://www.plenti.com.au/shareholders/corporate-governance	☐ set out in our Corporate Governance Statement
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	☒	☐ set out in our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	☒ and we have disclosed how we facilitate and encourage participation at meetings of security holders at: our corporate governance statement	☐ set out in our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	☒	☐ set out in our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	☒	☐ set out in our Corporate Governance Statement

Page 8

ASX Listing Rules Appendix 4G

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	☒ and we have disclosed a copy of the charter of the committee at: https://www.plenti.com.au/shareholders/corporate-governance and the information referred to in paragraphs (4) and (5) at: our corporate governance statement and pages 29-32 of our annual report	☐ set out in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	☒ and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at: our corporate governance statement	☐ set out in our Corporate Governance Statement
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	☒ and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes at: our corporate governance statement	☐ set out in our Corporate Governance Statement

Page 9

ASX Listing Rules Appendix 4G

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	☒ and we have disclosed whether we have any material exposure to environmental and social risks at: our corporate governance statement	☐ set out in our Corporate Governance Statement

Page 10

ASX Listing Rules Appendix 4G

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	☒ and we have disclosed a copy of the charter of the committee at: https://www.plenti.com.au/shareholders/corporate-governance and the information referred to in paragraphs (4) and (5) at: our corporate governance statement and pages 29-32 of our annual report	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	☒ and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives at: pages 32-41 of our annual report	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	☒ and we have disclosed our policy on this issue or a summary of it at: https://www.plenti.com.au/shareholders/corporate-governance	☐ set out in our Corporate Governance StatementOR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 11

ASX Listing Rules Appendix 4G

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.	Not applicable	☐ set out in our Corporate Governance Statement OR ☐ we do not have a director in this position and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.2	A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	Not applicable	☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.3	A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	Not applicable	☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐ we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	Not applicable	☐ set out in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	Not applicable	☐ set out in our Corporate Governance Statement

Page 12

ASX Listing Rules Appendix 4G

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

Page 13

ASX Listing Rules Appendix 4G