POINTERRA LIMITED — Governance Information 2012

Oct 2, 2012

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ASX:SOI

3 October 2012

Mr Wade Baggott Senior Adviser Listings (Perth) ASX Limited Exchange Plaza 2 The Esplanade Perth, WA. 6000

Dear Wade,

RE: Diversity Policy – Soil Sub Technologies Limited (the “Company”)

Please find below a response to ASX’s queries regarding the Company’s Diversity Policy in a letter dated 21 September 2012.

No	Recommendation	Compliance	Comments
3.2	Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them.	Yes	The Company has adopted a policy concerning diversity which has been incorporated into the Company’s Corporate Governance Manual. The policy has been provided below. Whilst the Company has adopted a diversity policy, due to the Company’s relative size, not currently engaging employees and use of consultants, the Board does not consider it currently appropriate to put into place such diversity measurements. This decision will be reviewed annually and implemented if appropriate.
3.3	Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them.	No	Please refer to response in 3.2.
3.4	Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board.	No	Please refer to response in 3.2.
3.5	Companies should provide the information indicated in the Guide to reportingon Principle 3.	No	Please refer to response in 3.2.

Soil Sub Technologies Limited ACN: 078 388 155

Postal Address: PO Box 154 Perth WA 6872 Contact Number: 08 9321 3277

Fax Number: 08 9321 8399

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Please do not hesitate to contact me should you require any further information.

Regards

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Keong Chan Company Secretary

Soil Sub Technologies Limited ACN: 078 388 155 Postal Address: PO Box 154 Perth WA 6872 Contact Number: 08 9321 3277 Fax Number: 08 9321 8399

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DIVERSITY POLICY

1. INTRODUCTION

The Company and all its related bodies corporate are committed to workplace diversity.

The Company recognises the benefits arising from employee and board diversity, including a broader pool of high quality employees, improving employee retention, accessing different perspectives and ideas and benefiting from all available talent.

Diversity includes, but is not limited to, gender, age, ethnicity and cultural background.

To the extent practicable, the Company will address the recommendations and guidance provided in the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations ( ASX Principles ).

This Diversity Policy does not form part of an employee's contract of employment with The Company, nor gives rise to contractual obligations. However, to the extent that the Diversity Policy requires an employee to do or refrain from doing something and at all times subject to legal obligations, this Diversity Policy forms a direction of the Company with which an employee is expected to comply.

2. OBJECTIVES

The Diversity Policy provides a framework for the Company to achieve:

(a) a diverse and skilled workforce, leading to continuous improvement in service delivery and achievement of corporate goals;

(b) a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff;

(c) improved employment and career development opportunities for women;

(d) a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives through improved awareness of the benefits of workforce diversity and successful management of diversity; and

(e) awareness in all staff of their rights and responsibilities with regards to fairness, equity and respect for all aspects of diversity,

Soil Sub Technologies Limited ACN: 078 388 155 Postal Address: PO Box 154 Perth WA 6872 Contact Number: 08 9321 3277

Fax Number: 08 9321 8399

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(collectively, the Objectives ).

This Diversity Policy does not impose on the Company, its directors, officers, agents or employee any obligation to engage in, or justification for engaging in, any conduct which is illegal or contrary to any anti-discrimination or equal employment opportunity legislation or laws in any State or Territory of Australia or of any foreign jurisdiction.

1. RESPONSIBILITIES

1.1 The Board's commitment

The Company’s Board is committed to workplace diversity, with a particular focus on supporting the representation of women at the senior level of The Company and on the Company Board.

The Board is responsible for developing measurable objectives and strategies to meet the Objectives of the Diversity Policy ( Measurable Objectives ) and monitoring the progress of the Measurable Objectives through the monitoring, evaluation and reporting mechanisms listed below.

The Board may also set Measurable Objectives for achieving gender diversity and monitor their achievement.

The Board will conduct all Board appointment processes in a manner that promotes gender diversity, including establishing a structured approach for identifying a pool of candidates, using external experts where necessary.

1.2 Strategies

The Company's diversity strategies include:

(a) recruiting from a diverse pool of candidates for all positions, including senior management and the Board;

(b) reviewing succession plans to ensure an appropriate focus on diversity;

(c) identifying specific factors to take account of in recruitment and selection processes to encourage diversity;

(d) developing programs to develop a broader pool of skilled and experienced senior management and board candidates, including, workplace development programs, mentoring programs and targeted training and development;

(e) developing a culture which takes account of domestic responsibilities of employees; and

Soil Sub Technologies Limited ACN: 078 388 155 Postal Address: PO Box 154 Perth WA 6872 Contact Number: 08 9321 3277

Fax Number: 08 9321 8399

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• (f) any other strategies the Board develops from time to time.

2. MONITORING AND EVALUATION

The Chairman will monitor the scope and currency of this policy.

The Company is responsible for implementing, monitoring and reporting on the Measurable Objectives.

Measurable Objectives as set by the Board will be included in the annual key performance indicators for the Managing Director/CEO and senior executives. In addition, the Board will review progress against the Objectives as a key performance indicator in its annual performance assessment.

3. REPORTING

The Board will include in the Annual Report each year:

• (a) the Measurable Objectives, if any, set by the Board;

• (b) progress against the Objectives; and

(c) the proportion of women employees in the whole organisation, at senior management level and at Board level.

Soil Sub Technologies Limited ACN: 078 388 155 Postal Address: PO Box 154 Perth WA 6872 Contact Number: 08 9321 3277

Fax Number: 08 9321 8399

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ASX Compliance Pty Limited ABN 26 087 780 489 Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000

GPO Box D187 PERTH WA 6840

Telephone 61 8 9224 0000 Facsimile 61 8 9221 2020 www.asx.com.au

21 September 2012

Keong Chan Company Secretary Soilsub Technologies Limited Level 2, 6 Kings Park Road WEST PERTH WA 6005

By Email:

Dear Keong

Soilsub Technologies Limited (the “Company”)

We refer to the Company’s annual report for the year ended 30 June 2012 (“Annual Report”) released to the market on 31 August 2012 and in particular to the Company’s disclosures about its corporate governance practices and in particular its diversity policy.

Listing rule 4.10.3 requires that an entity include in its annual report:

“A statement disclosing 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 all of the recommendations the entity must identify those recommendations that have not been followed and give reasons for not following them. If a recommendation had been followed for only part of the period, the entity must state the period during which it had been followed.”

Principle 3 of the 2010 amendments to the 2[nd] edition of the ASX Corporate Governance Principles and Recommendations states that Companies should actively promote ethical and responsible decision-making and that:

“Companies should publish their policy concerning diversity, or a summary of that policy, and disclose annually their measurable objectives for achieving gender diversity, their progress toward achieving those objectives and the proportion of women in the whole organisation, in senior management postings and on the board. ”

More specifically the following recommendations set out in more detail the requirements:-

Recommendation 3.2

“Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them.”

Recommendation 3.3

“ Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them. ”

Recommendation 3.4

“Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board.”

Recommendation 3.5

“ Companies should provide the information indicated in the Guide to reporting on Principle 3.”

The Listed Entities Updates dated 1 October 2010 and 7 February 2012, reminded listed entities of their obligation to report under the 2010 amendments to the 2[nd] edition of the ASX Corporate Governance Principles and Recommendations as set out above in their annual report for their first financial year commencing on or after 1 January 2011.

ASX Listings (ASXL) has reviewed the diversity policy disclosures in the annual reports of all entities. Upon our review of the Company’s Annual Report, ASXL could not identify a statement in the annual report confirming whether the Company had followed or not followed the diversity recommendations of the Council.

ASXL attaches particular importance to encouraging a consistently high standard of listed entities’ disclosures about the Council’s corporate governance recommendations.

In light of the Company’s non-disclosure in respect of the diversity recommendations in its Annual Report, ASXL requires that the Company make additional disclosure to the market in compliance with listing rule 4.10.3 about the extent to which the Company has followed or not followed each of the diversity recommendations of the Council.

The additional disclosure should be sent to me by e-mail at wade.baggott@asx.com.au or by facsimile on facsimile number (08) 9221 2020 . It should not be sent to ASX Market Announcements. This is requested as soon as possible and, in any event, not later than 7.30am WST on 8 October 2012.

Under listing rule 18.7A, a copy of this letter and the additional disclosure will be released to the market, so your response should be presented in a suitable form.

Should the Company fail to do so, ASXL may consider suspending the Company’s securities from quotation until the Company releases to the market a diversity policy that discloses the required information.

If you have any queries about this letter, or about the Council’s recommendations and the Company’s reporting obligations in relation to those recommendations, please contact me immediately.

Yours sincerely,

[sent electronically without signature]

Wade Baggott Senior Adviser, Listings(Perth)

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