POINTERRA LIMITED

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CORPORATE GOVERNANCE STATEMENT

Approved by the Board – 30 September 2021

ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations

ASX Corporate Governance Principles and Recommendations (4th Edition)	Complie s	Explanation

PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Recommendation 1.1 A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	Yes	The company has adopted a Board Charter. The Company has disclosed the respective roles and responsibilities of its Board and management, and the functions reserved by the Board and those delegated to senior management, in the Company’s Board Charter. A copy of the Board Charter is available in the Corporate Governance section of the Company’s website.
Recommendation 1.2 A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	Yes	The Company undertakes a number of checks before appointing a person or putting forward to security holders a candidate for election as a Director or Senior Executive and provides material information to shareholders about a candidate for election or re- election. The Board of Directors ensures that appropriate checks and references are taken for new Directors and key executives, and that effective induction and education procedures exist for new Board appointees and key executives. These include checks as to the person’s character, experience and education. Information provided to security holders in a Notice of Meeting or disclosure document (where applicable) includes: biographical details and the skills the candidates bring to the Board; details of any other material directorships currently held by the candidate; in the case of a candidate standing for election as a Director for the first time, any material adverse information revealed by the checks that the Company has performed about the Director, details of any

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Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E [email protected] | W pointerra.com

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interest, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect his or her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company and its security holders generally, and if the Board considers that the candidate will, if elected, qualify as an independent Director, a statement to that effect; in the case of a candidate standing for re-election as a Director, the term of office currently served by the Director and if the Board considers the Director to be an independent Director, a statement to that effect and a statement by the Board as to whether or not it supports the election or re-election of the candidate.

A candidate for appointment or election as a NonExecutive Director must provide the Board with the information above and a consent for the Company to conduct any background or other checks the Company would ordinarily conduct. The candidate must also provide details of his or her other commitments and an indication of time involved, and specifically acknowledge to the Company that he or she will have sufficient time to fulfil his or her responsibilities as a Director.

Recommendation 1.3	Yes	The Company has a procedure of obtaining a written
A listed entity should have a		agreement with each Director and senior executive
written agreement with each		setting out their terms of appointment. These
director and senior executive		agreements take the form of letters of appointment for
setting out the terms of their		all Directors and additional service contracts in the case
appointment.		of Executive Directors or other senior executives.
		For each Non-Executive Director, the letter of
		appointment generally sets out the following: the terms
		of appointment; the time commitment envisaged,
		including any expectations regarding involvement with
		committee work and any other special duties attaching
		to the positions; remuneration, including
		superannuation entitlements; the requirement to
		disclose Directors’ interests and any matters that may
		affect Directors’ independence; the requirement to
		comply with key corporate policies, including the
		Company’s Corporate Code of Conduct, and its
		Securities Trading Policy; the Company’s policy on when
		Directors may seek independent professional advice at
		the expense of the Company (which is generally
		whenever Directors, especially Non-Executive Directors,

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Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E [email protected] | W pointerra.com

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judge such advice necessary for them to discharge their responsibilities as Directors); indemnity and insurance arrangements; ongoing rights of access to corporate information; and ongoing confidentiality obligations.

In the case of Executive Directors or other senior executives, the agreements generally set out the information above (to the extent applicable), as well as: descriptions of their positions, duties and

responsibilities; the persons or bodies to whom they report; the circumstances in which their services may be terminated; and any entitlements on termination.

The Company is required under the ASX Listing Rules to disclose the material terms of any employment, service or consultancy agreement it or a subsidiary enters into with its Chief Executive Officer (CEO) (or equivalent), any of its Directors, and any other person or entity who is a related party of its CEO or any of its Directors. It is also required to disclose any material variation to such an agreement.

Recommendation 1.4	Yes	The Company Secretary of the Company is accountable
The company secretary of a		directly to the Board, through the Chairperson, on all
listed entity should be		matters to do with the proper functioning of the Board.
accountable directly to the		The Company Secretary plays an important role in
board, through the chair, on		supporting the effectiveness of the Board and its
all matters to do with the		Committees.
proper functioning of the board.		The role of the Company Secretary includes advising the Board and its Committees on governance matters;
		monitoring that Board and Committee policies and
		procedures are followed; co-ordinating the timely
		completion and despatch of Board and Committee
		papers; ensuring that the business at Board and
		Committee meetings is accurately captured in the
		minutes; and helping to organise and facilitate the
		induction and professional development of Directors.
		Each Director is able to communicate directly with the
		Company Secretary and vice versa. The decision to
		appoint or remove a Company Secretary is made or
		approved by the Board.
Recommendation 1.5	Partially	The Company’ workforce, including employees,
A listed entity should:		contractors, management and the Board, is made up of
(a) have and disclose a		individuals with diverse skills, values, backgrounds and
diversity policy;		experiences that bring to the Company the skills and
		expertise that are required for the Company to enhance

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Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E [email protected] | W pointerra.com

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(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.		its performance. The Company values diversity and recognises the benefit it can bring in achieving the Company’s goals. To this end, the Company has a Diversity Policy Charter that reflects its commitments and objectives, and includes requirements for the Board to annually review performance against these objectives, as part of its annual performance assessment. A copy of the Diversity Policy is available in the Corporate Governance section of the Company’s website. Due to the current early stage, size and composition of the organisation, the Board does not consider it appropriate to provide measurable objectives in relation to gender. The Company is committed to ensuring that the appropriate mix of skills, experience, expertise and diversity are considered when employing staff at all levels of the organisation, and when making new senior executive and Board appointments, and is satisfied that the composition of employees, senior executives and members is appropriate considering its size and environment. The Company has the objective to improve the current ratio of women to men with its proposed staff recruitment as soon as the scale of its operations allows so.
Recommendation 1.6 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the	Yes	The Board/Nomination Committee/Remuneration Committee (each and as applicable, and in its absence the Board) conducts an annual review of the performance of the Board, its committees, individual directors and senior executives.

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Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E [email protected] | W pointerra.com

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board, its committees and individual directors; and

An annual review includes the role of the Board over the previous 12 months and examines ways the Board can be assisted in performing its duties more effectively.

(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.

The review includes; comparing the performance of the Board with the requirements of its charter, examination of the Boards interaction with management, the nature of information provided to the Board by management, managements performance in assisting the Board to meet its objectives and analysis of whether there is a need for existing Directors to undertake professional development. A similar review may be conducted for each committee by the Board with the aim of assessing the performance of each committee and identifying areas where improvements can be made.

The remuneration committee will oversee the evaluation of the remuneration of the Company’s senior executives. This evaluation is based on specific criteria. The Company completes performance evaluations in respect of the Board, individual directors and committees (if any) for each financial year in accordance with its policy. The Board/Nomination Committee/Remuneration Committee (each and as applicable, and in its absence the Board) conducts an annual review of the performance of the Board, its committees, individual directors and senior executives. The remuneration committee will oversee the evaluation of the remuneration of the Company’s senior executives. This evaluation is based on specific criteria. The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company completes performance evaluations in respect of the senior executives (if any) for each financial year in accordance with its policy.

Recommendation 1.7	Yes	The Board/Nomination Committee/Remuneration
A listed entity should:		Committee (each and as applicable, and in its absence
(a) have and disclose a		the Board) conducts an annual review of the
process for evaluating the		performance of the Board, its committees, individual
performance of its senior		directors and senior executives.
executives at least once
every reporting period;		The remuneration committee will oversee the evaluation
and		of the remuneration of the Company’s senior executives.
(b) disclose for each		This evaluation is based on specific criteria.
reporting period whether a performance evaluation has been undertaken in		The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance
accordance with that		evaluations were conducted during the relevant
process during or in		reporting period. The Company completes performance
respect of that period.		evaluations in respect of the senior executives (if any)
		for each financial year in accordance with its policy.

PRINCIPLE 2: STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE

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Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E [email protected] | W pointerra.com

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Recommendation 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.	No	The Board has adopted a Nomination Committee Charter, however given the early stage of its life cycle, small team and simple operations, has decided not to form a separate Nomination Committee. The Board believes that no efficiencies or other benefits would be gained by establishing a separate Nomination Committee. The Board periodically reviews whether it has the appropriate balance of skills, knowledge, and experience suitable for the Company in its early growth stage. As the Company continues to grow, it will review the merits of establishing a formal Nomination Committee. Until then the Board carries out the duties that would ordinarily be assigned to the Nomination Committee under the written terms of reference for the committee.
Recommendation 2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	Yes	The Board seeks a mix of skills. A summary of the key board skills matrix is set out below. Further details regarding the skills and experience of each Director are included in the Directors’ Report of the Company’s Annual Report.

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Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E [email protected] | W pointerra.com

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		Director Skills	Director Skills	Capital Markets	Technolo gy	Finance Accounti ng	Listed Compa ny
		Neville Bassett		ü	û	ü	ü
		Ian Olson		ü	ü	ü	ü
		Paul Farrell		û	ü	û	ü


Recommendation 2.3 A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, 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.	Yes	Nam e		Position	Independen t		Length of Service
		Neville Basset t	Non-Executive Chairman		Yes		Appointe d 30 June 2016
		Ian Olson	Managing Director		No		Appointe d 30 June 2016
		Paul Farrell ~~-~~	Non-Executive Director		Yes		Appointe d 9 Novembe r 2018

Recommendation 2.4 A majority of the board of a listed entity should be independent directors.	Yes	The Company’s Board Charter requires that, where practical, the majority of the Board should be independent. There are currently 3 directors, 2 are Independent. Directors having a conflict of interest in relation to a particular item of business must absent themselves from the Board meeting before commencement of discussion on the topic.
Recommendation 2.5 The chair of the board of a	Yes	The Chairman is independent and is not the CEO. Further details regarding the Directors are set out in the

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Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E [email protected] | W pointerra.com

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listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.		Directors’ Report of the Company’s Annual Report
Recommendation 2.6 A listed entity should have a programme 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.	Yes	Every new Director receives a Letter of Appointment accompanied by: a Director’s Deed of Access and Indemnity; information on the Company’s policies and charters; and an induction meeting. The Board considers training to develop skills and experience of individual Board members in conjunction with its review of the Skills Matrix. In order to ensure the Board is able to discharge its responsibilities properly, the Board has a process whereby Directors can obtain independent professional advice, to develop and maintain their skills and knowledge and ensure they are able to perform their role as Director (at the expense of the Company). Specifically, an analysis of whether there is a need for existing Directors to undertake professional development is reviewed annually by the Nomination Committee.

PRINCIPLE 3: INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESONSIBLY

Recommendation 3.1 A listed entity should articulate and disclose its values.	Yes	A copy of the Company’s Statement of Values is available in the Corporate Governance section of the Company’s website (under the heading ‘Schedule 2 – Corporate Code of Conduct’.
Recommendation 3.2 A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	Yes	The Company has a Company Code of Conduct that has been fully endorsed by the Board and applies to all Directors, senior executives and employees. The Company Code of Conduct is reviewed and updated as necessary to ensure it reflects the highest standards of behaviour and professionalism, and the practices necessary to maintain confidence in the Company’s integrity, and to take into account legal obligations and reasonable expectations of the Company’s stakeholders. A copy of the Company’s Code of Conduct is available in the Corporate Governance section of the Company’s website. Any material breaches of the Code of Conduct are reported to the Board or a committee of the Board.

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Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E [email protected] | W pointerra.com

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Recommendation 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.	Yes	The Company has a Whistle blower Policy and is committed to conducting all of its business activities fairly, honestly with integrity, and in compliance with all applicable laws, rules and regulations. The Company’s board of directors, management and employees are dedicated to high ethical standards and recognise and support the Company’s commitment to compliance with these standards. Any material breaches of the Whistleblower Protection Policy are to be reported to the Whistleblower Protection Officer and/or the Company Secretary (if different), or otherwise an officer, director, senior manager or the auditor/member of the audit team. Reports can be made in person or by telephone. In certain cases the disclosing party may feel more comfortable making an anonymous disclosure. A copy of the Company’s Whistle Blower Policy is available in the Corporate Governance section of the Company’s website.
Recommendation 3.4 A listed entity should: (a) have and disclose an anti- bribery and corruption policy; and (b) ensure that the board or a committee of the board is informed of any material breaches of that policy.	Yes	The Company has an Anti-Bribery and Corruption Policy. The Policy outlines the Company’s commitment to fair and legal business practices, anti-bribery and corruption. Any material incidents related to Bribery or Corruption will be reported to the Board, or relevant Board Sub- Committee. A copy of the Company’s Anti-Bribery and Corruption Policy is available in the Corporate Governance section of the Company’s website.

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Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E [email protected] | W pointerra.com

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PRINCIPLE 4: SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS

Recommendation 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.	No	The Company’s Corporate Governance Plan contains an Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee with at least three members, all of whom must be non-executive Directors, and a majority of the Committee being independent Directors. The Committee must be chaired by an independent Director who is not the Chair of the Board. The Audit Committee has three members the majority of whom are independent directors. The Chair is an Independent director and is not the chair of the board, however one of the Directors is an Executive Director. Due to the size and scale of its operations, the Board believes that it’s current mix of Directors is sufficient to ensure an efficient and effective corporate reporting process. Members Paul Farrell – Non-executive Independent director – Chair Neville Bassett – Non-executive Independent director Ian Olson – Managing Director – Not Independent The Board has adopted an Audit Committee Charter. The Audit Committee determines when to seek the appointment or removal of the external auditor, and subject to any statutory requirements, the Audit Committee will also seek rotation of the audit partner on an as required basis. A copy of the Audit Committee Charter is available in the Corporate Governance section of the Company’s website.


Recommendation 4.2	Yes	The Company’s Audit and Risk Committee Charter

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Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E [email protected] | W pointerra.com

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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.

requires the CEO and CFO (or, if none, the person(s) fulfilling those functions) to provide a sign off on these terms.

The Board ensures that before it approves the entity’s financial statements for a financial period it receives declarations that the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the Company 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	Yes	The Board and Company Secretary are responsible for
	A listed entity should disclose		reviewing all communications to the market to ensure
	its process to verify the		they are full and accurate and comply with the
	integrity of any periodic		Company’s obligations.
	corporate report it releases
	to the market that is not
	audited or reviewed by an
	external auditor.

PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE

Recommendation 5.1 A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	Yes	The Company has adopted a Continuous Disclosure Policy which sets out the processes and practices that ensure its compliance with the continuous disclosure requirements under applicable Listing Rules and applicable corporation law (including the Corporations Act). A copy of the Continuous Disclosure Policy is available in the Corporate Governance section of the Company’s website
Recommendation 5.2 A listed entity should ensure that its board receives copies of all material market	Yes	All announcements are circulated to the board before (if material) or immediately after release to the market (if not material).

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Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E [email protected] | W pointerra.com

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announcements promptly after they have been made.

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Recommendation 5.3 Yes Under the Company’s Continuous Disclosure Policy, any A listed entity that gives a new written materials containing new price sensitive and substantive investor or information to be used in investor presentations are analyst presentation should lodged with ASX prior to the presentation commencing. release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.

PRINCIPLE 6: RESPECT THE RIGHTS OF SECURITY HOLDERS

Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website.	Yes	The Company keeps the investors informed of its corporate governance, financial performance and prospects via its website. Investors can access copies of all announcements to the ASX, notices of meetings, annual reports, financial statements, corporate governance charters and policies, investor presentations and general information regarding the Company on the Company’s website.
Recommendation 6.2 A listed entity should have an investor relations programme that facilitates effective two-way communication with investors.	Yes	The Board of the Company aims to ensure that the shareholders are informed of all major developments affecting the Company’s state of affairs. As part of the Company’s developing investor relations program, shareholders can register with the Company to receive email notifications of when an announcement is made by the Company to the ASX, including the release of the Annual Report, half-yearly reports and quarterly reports. Links are made available to the Company’s website on which all information provided to the ASX is immediately posted. Shareholders are encouraged to participate at all GMs and AGMs of the Company. Upon the despatch of any notice of meeting to shareholders, the Company Secretary shall send out material with that notice of meeting stating that all shareholders are encouraged to participate at the meeting. The Company will ensure that appropriate technology is used to facilitate the participation of shareholders at such meetings and that meetings will be held at a reasonable time and place. Shareholders who are unable to attend meetings may

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Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E [email protected] | W pointerra.com

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ask questions or provide comments ahead of meetings.

The Company conducts periodic investor briefings, roadshows and attends regional and industry specific conferences (where applicable) in order to facilitate effective two-way communication with investors and other financial market participants.

The presentation material provided at these events is posted on the Company’s website, which also provides the opportunity for interested parties to join the mailing list to receive regular updates from the Company.

The Company has adopted a Shareholder Communication Policy because the Board is of the view that an effective policy for communication with shareholders enhances its strong culture of disclosure to keep the shareholders and the relevant markets informed of all major developments affecting the Company.

A copy of the Shareholder Communication Policy is available on the Company’s website.

Recommendation 6.3	Yes	Shareholders are encouraged to participate at all GMs
A listed entity should disclose		and AGMs of the Company. Upon the despatch of any
how it facilitates and		notice of meeting to shareholders, the Company
encourages participation at		Secretary shall send out material with that notice of
meetings of security holders.		meeting stating that all shareholders are encouraged to
		participate at the meeting. The Company will ensure that
		appropriate technology is used to facilitate the
		participation of shareholders at such meetings and that
		meetings will be held at a reasonable time and place.
		Shareholders who are unable to attend meetings may
		ask questions or provide comments ahead of meetings.
		Shareholders are always given the opportunity to ask
		questions of Directors and management, either during
		or after meetings.
		In addition, the company’s auditor is also made available
		for questions at the Company’s AGM of Shareholders.
Recommendation 6.4	Yes	Per the Company’s Corporate Governance Policy and
A listed entity should ensure		specifically the Shareholder Communication Strategy
that all substantive		section, all substantive resolutions at shareholder
resolutions at a meeting of		meetings will be decided by a poll rather than a show of
security holders are decided		hands.

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Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E [email protected] | W pointerra.com

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by a poll rather than by a show of hands.

by a poll rather than by a show of hands.	by a poll rather than by a show of hands.
	Recommendation 6.5 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	Yes	The Company welcomes electronic communications from its Shareholders via the Contacts page on the Company’s website. The Company’s share registry also engages with Shareholders electronically and makes available a range of relevant forms on its website and provides Shareholders with options to receive communications from, and send communications to, the Company and its security registry electronically. Shareholders can register with the share registry to access their personal information and shareholdings via the internet.

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Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E [email protected] | W pointerra.com

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PRINCIPLE 7: RECOGNISE AND MANAGE RISK

Recommendation 7.1 The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (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.	Yes	The Audit Committee has three members the majority of whom are independent directors. The Chair is an Independent director. Members Paul Farrell – Non-executive Independent director – Chair Neville Bassett – Non-executive Independent director Ian Olson – Managing Director – Not Independent The Board has adopted an Audit and Risk Committee Charter. A copy of the Audit and Risk Committee Charter is available in the Corporate Governance section of the Company’s website.
Recommendation 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	Yes	The Board determines the Company’s “risk profile” and is responsible for establishing, overseeing and approving the Company’s risk management framework, strategy and policies, internal compliance and internal control. The responsibility for undertaking and assessing risk management and internal control effectiveness is delegated to management. Management is required to assess risk management and associated internal compliance and controlprocedures and report, at least

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Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E [email protected] | W pointerra.com

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appetite set by the board; annually, to the audit and risk committee. and The Board will review assessments of the effectiveness (b) disclose, in relation to of risk management and internal compliance and each reporting period, whether such a review control at least annually.

has taken place. The Company must disclose at least annually whether the Board (or a committee of the Board) has completed a review of the Company’s risk management framework to satisfy itself that the framework:

(b) disclose, in relation to each reporting period, whether such a review has taken place.
a) continues to be sound; b) ensures that the Company is operating with due regard to the risk appetite set by the Board; and
c) deals adequately with contemporary and emerging risks such as conduct risk, digital disruption, cybersecurity, privacy and data breaches, sustainability and climate change.

The Company will disclose if it has any material exposure to environmental or social risks and, if it does, how it manages, or intends to manage, those risks. A copy of the Company’s Risk Management Policy is available in the Corporate Governance section of the Company’s website.

Recommendation 7.3	No	The Audit and Risk Committee Charter provides for the
A listed entity should		Audit and Risk Committee to monitor and periodically
disclose:		review the need for an internal audit function, as well as
(a) if it has an internal audit		assessing the performance and objectivity of any
function, how the		internal audit procedures that may be in place.
function is structured and what role it performs; or		The Company does not have an internal audit function.
(b) if it does not have an internal audit function,		The Board considers the process employed pursuant to the Audit and Risk Committee Charter and Risk
that fact and the		Management Policy are sufficient for evaluating and
processes it employs for		continually improving the effectiveness of its risk
evaluating and		management and internal control processes given the
continually improving the effectiveness of its		size and complexity of the current business.
governance, risk
management and
internal control
processes.
Recommendation 7.4	Yes	The Board determines the Company’s “risk profile” and
A listed entity should disclose		is responsible for establishing, overseeing and
whether it has any material		approving the Company’s risk management framework,
exposure to environmental		strategy and policies, internal compliance and internal
or social risks and, if it does,		control.

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Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E [email protected] | W pointerra.com

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how it manages or intends to manage those risks.

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The Board/Audit and Risk Committee (as applicable), will assist management to determine whether it has any material exposure to environmental or social risks, and specifically;

i) if it does, how it manages, or intends to manage, those risks; and
ii) if it does not, report the basis for that determination to the Board, and where appropriate benchmark the Company’s environmental or social risk profile against its peers;

The Company will disclose this information in its Annual Report which is available on the Company’s website.

PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY

Recommendation 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	Yes	The Remuneration Committee has three members the majority of whom are independent directors. The Chair is an Independent director. Members Paul Farrell – Non-executive Independent director – Chair Neville Bassett – Non-executive Independent director Ian Olson – Managing Director – Not Independent The Board has adopted a Remuneration Committee Charter. The Remuneration Committee periodically undertakes a review to ensure that the level and composition of remuneration for Directors and senior executives is appropriate and not excessive.

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Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E [email protected] | W pointerra.com

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directors and senior executives and ensuring that such remuneration is appropriate and not excessive.
Recommendation 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	Yes	The Company will separately disclose its policies and practices regarding the remuneration of the Company’s Non-Executive Directors and the remuneration of its Executive Directors and Senior Executives in the Remuneration Report in the Company’s Annual Report.
Recommendation 8.3 A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	Yes	The use of derivatives or other hedging arrangements for unvested securities of the company or vested securities of the company which are subject to escrow arrangements is prohibited. Where a director or other senior executive uses derivatives or other hedging arrangements over vested securities of the company, this will be disclosed. Further details regarding the equity-based schemes are set in the Remuneration Report within the Annual Report Further details regarding the remuneration of the Executive and Non- Executive Directors are set in the Remuneration Report within the Annual Report.

ADDITIONAL RECOMMENDATIONS

Recommendation 9.1 N/A 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

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Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E [email protected] | W pointerra.com

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discharge their obligations in relation to those documents. Recommendation 9.2 N/A A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time. Recommendation 9.3 N/A 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.

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Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E [email protected] | W pointerra.com

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POINTERRA LIMITED Governance Information 2021

64255_rns_2021-09-29_0c26f0ac-36c7-448c-8f2b-bfac74c7f369.pdf