ROCKETDNA LTD. — Governance Information 2018

Jun 13, 2018

PARAZERO LIMITED ACN 618 678 701 (Company)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 1 June 2018 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company will, as at the date it is admitted to the official list of the ASX, follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations (Recommendations). The Recommendations are not mandatory, however the Recommendations that will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.

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

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

The Company's Corporate Governance Plan is available on the Company's website at www.parazero.com.

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1A listed entity should have and disclose a charter whichsetsout the respective roles and responsibilities of the Board, theChairand management,andincludes a description ofthose matters expressly reserved to the Boardand thosedelegated to management.	YES	The Company has adopted a Board Charterthat sets out thespecific roles and responsibilities of the Board,the Chairandmanagementand includes a description of those mattersexpressly reserved to the Boardand those delegatedtomanagement.

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
		The Board Charter sets out the specific responsibilities of the Board,requirements as to the Board's composition, the roles andresponsibilities of the Chairman and Company Secretary, theestablishment,operationandmanagementofBoardCommittees, Directors' access to Company records andinformation, details of the Board's relationship with management,details of the Board's performance review and details of theBoard's disclosure policy.A copy of the Company's Board Charter, which is part of theCompany's Corporate Governance Plan, is available on theCompany's website.
Recommendation 1.2A listed entity should:(a)undertake appropriate checks before appointing aperson, or putting forward to security holders acandidate for election, as a Director; and(b)provide security holders with all material informationrelevant to a decision on whether or not to elect or reelect a Director.	YES	(a)The Company has guidelines for the appointment andselection of the Board in its Corporate Governance Plan. TheCompany'sNominationCommitteeCharter(intheCompany's Corporate Governance Plan)requires theNomination Committee(or, in its absence, the Board) toensure appropriate checks (including checks in respect ofcharacter, experience, education, criminal record andbankruptcy history (as appropriate)) are undertaken beforeappointing a person, or putting forward to security holders acandidate for election, as a Director.(b)Under the Nomination CommitteeCharter, all materialinformation relevant to a decision on whether or not to elector re-elect a Director mustbe provided to security holders intheNotice of Meeting containing the resolution to elect or reelect a Director.
Recommendation 1.3A listed entity should have a written agreement with eachDirectorand senior executive setting out the terms of theirappointment.	YES	The Company's Nomination CommitteeCharter requires theNomination Committee (or, in its absence, the Board) to ensurethat each Director and senior executive is a party to a writtenagreementwith the Company which sets out the terms of thatDirector's or senior executive's appointment.

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
		The Company has written agreements with each of its Directorsand senior executives.
Recommendation 1.4The company secretary of a listed entity should beaccountable directly to the Board, through the Chair, on allmatters to do with the proper functioning of the Board.	YES	TheBoardCharteroutlinestheroles,responsibilityandaccountability of the Company Secretary.In accordance withthis, the Company Secretary is accountable directly to the Board,through the Chair, on all matters to do with the proper functioningof the Board.
Recommendation 1.5A listed entity should:(a)have a diversity policy which includes requirements forthe Boardor a relevant committee of the Board to setmeasurable objectives for achieving gender diversityandto assess annually both the objectives and theentity's progress in achieving them;(b)disclose that policy or a summary or it; and(c)disclose as at the end ofeach reporting period:(i)the measurable objectives for achieving genderdiversity set by the Board in accordance with theentity's diversity policy and its progress towardsachieving them; and(ii)either:(A)the respective proportions of men andwomen on the Board, in senior executivepositions and across the whole organisation(including how the entity has defined"senior executive" for these purposes); or(B)if the entity is a "relevant employer" underthe Workplace Gender Equality Act, theentity's most recent "Gender Equality	YES	(a)The Company has adopted a Diversity Policywhich providesa framework for the Company to establish and achievemeasurable diversity objectives,including in respect ofgender diversity.The Diversity Policyrequiresthe Board to setmeasurable gender diversity objectivesand to assessannually both the objectives and the Company's progress inachieving them.(b)The Diversity Policy is available, as part of the CorporateGovernance Plan, on the Company's website.(c)(i)the Board does not presently intend to set measurablegender diversity objectives as a result of the Company'ssize and the stage of the entity's life.(ii)the respective proportions of men and women on theBoard, in senior executive positions and across thewhole organisation (including how the entity hasdefined "senior executive" for these purposes) for eachfinancial year will bedisclosedin the Company'sAnnual Report.

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
Indicators", as defined in the WorkplaceGender Equality Act.
Recommendation 1.6A listed entity should:(a)have and disclose a process for periodically evaluatingthe performance of the Board, its committees andindividual Directors; and(b)disclose,in relation to each reporting period, whether aperformance evaluation was undertaken in thereporting period in accordance with that process.	YES	(a)The Company's Nomination Committee (or, in its absence,the Board) is responsible for evaluating the performance ofthe Board, its committeesand individual Directors on anannual basis. It may do so with the aid of an independentadvisor. The process for this is set outin the Company'sCorporate Governance Plan,which is available on theCompany's website.(b)The Company's Corporate Governance Plan requires theCompanytodisclosewhetherornotperformanceevaluations were conducted during the relevant reportingperiod.The Company intends tocomplete performanceevaluations in respect of the Board, its committees (if any)andindividualDirectorsforeachfinancialyearinaccordance with theabove process.
Recommendation 1.7A listed entity should:(a)have and disclose a process for periodically evaluatingthe performance of its senior executives; and(b)disclose,in relation to each reporting period, whether aperformance evaluation was undertaken in thereporting period in accordance with that process.	YES	(a)The Company's Nomination Committee (or, in its absence,the Board) is responsible for evaluating the performance ofthe Company's senior executiveson an annual basis. TheCompany's Remuneration Committee (or, in its absence, theBoard) is responsible for evaluating the remuneration of theCompany's senior executives on an annual basis. A seniorexecutive, for these purposes, means key managementpersonnel (as defined in the Corporations Act) other than anon-executive Director.The applicable processesfor these evaluations can be foundin the Company's Corporate Governance Plan, which isavailable on the Company's website.(b)The Company's Corporate Governance Plan requires theCompanytodisclosewhetherornotperformanceevaluations were conducted during the relevant reporting

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
		period.The Company intends tocomplete performanceevaluations in respect of the senior executives (if any) foreachfinancial year in accordance with the applicableprocesses.
Principle 2: Structure the Boardto add value
Recommendation 2.1The Boardof a listed entity should:(a)have a nomination committee which:(i)has at least three members, a majority of whom areindependent Directors; and(ii)is chaired by an independent Director,and disclose:(iii)the charter of the committee;(iv)the members of the committee; and(v)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or	YES	(a)The Company does not have a Nomination Committee.TheCompany's Nomination Committee Charter provides for thecreation of a Nomination Committee(if it is considered it willbenefit the Company), with atleast three members, amajority of whom are independent Directors, and which mustbe chaired by an independent Director.(b)The Company does not have a Nomination Committee as theBoard considers the Company will not currently benefit fromits establishment. In accordance with the Company's BoardCharter, the Board carries out the duties that would ordinarilybe carried out by the Nomination Committee under theNomination Committee Charter, including the followingprocesses to address succession issues and to ensure theBoard has the appropriate balance of skills, experience,independence and knowledge of the entity to enable it todischarge its duties and responsibilities effectively:
(b)if it does not have a nomination committee, disclosethat fact and the processes it employs to address Boardsuccession issues and to ensure that the Board has theappropriatebalanceofskills,experience,independence and knowledge of the entity to enableit to discharge its duties and responsibilities effectively.		(i)devoting time at least annually to discuss Boardsuccession issues and updating the Company's Boardskills matrix; and(ii)all Board members being involved in the Company'snomination process, to the maximum extent permittedunder the Corporations Act and ASX Listing Rules.
Recommendation2.2	YES	Under the Nomination CommitteeCharter(inthe Company'sCorporate Governance Plan), the Nomination Committee(or, inits absence, the Board) is required to prepare a Board skill matrix

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
A listed entity should have and disclose a Boardskill matrixsetting out the mix of skills and diversity that the Boardcurrently has or is looking to achieve in its membership.		setting out the mix of skills and diversity that the Board currentlyhas (or is looking to achieve) and to review this at least annuallyagainst the Company's Board skills matrix to ensure theappropriate mix of skills and expertise is present to facilitatesuccessful strategic direction.
		The Company will establish a Board skill matrix setting out the mixof skills and diversity that the Boardcurrently has or is looking toachieve in its membership.
		The Board Charter requires the disclosure of each Board member'squalifications and expertise. Full details as to each Director andsenior executive's relevant skills and experience are available inthe replacement prospectus and will be available in the annualreport.
Recommendation2.3A listed entity should disclose:	YES	(a)The Board Charter requires the disclosure of the names ofDirectors considered by the Board to be independent. The
(a)the names of the Directors considered by the Board tobe independent Directors;		Company willdisclosethose Directors it considersto beindependent in its Annual Report and on its ASX website.TheBoard considers thefollowing Directors are independent.
(b)if a Director has an interest, position, association orrelationship of the type described in Box 2.3 of the ASXCorporateGovernancePrinciplesandRecommendation (3rd Edition), but the Board is of the		i.Anton Uvarov;
		ii.Charis Law; and
		iii.Dan Arazi
opinion that it does not compromise the independenceof the Director, the nature of the interest, position,associationorrelationshipinquestionandanexplanation of why the Board is of that opinion; and(c)the length of service of each Director		(b)There are no independent Directors who fall into thiscategory.The Company will disclosein its Annual Report andASX website any instances where this applies and anexplanation of the Board's opinion why the relevant Directoris still considered to be independent.
		(c)The Company's Annual Reportwill disclose the length ofservice of each Director, as atthe end of each financial year.

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
Recommendation 2.4A majority of the Boardof a listed entity should beindependent Directors.	YES	The Company's Board Charter requires that, where practical, themajority of the Board shouldbe independent.The Board currently comprises a total offourdirectors, of whomthree areconsidered to be independent.As such, independentdirectors are currently a majority of the Board.
Recommendation2.5The Chair of the Board of a listed entity should be anindependent Directorand, in particular, should not be thesame personas the CEO of the entity.	NO	The Board Charter provides that, where practical, the Chairof theBoard should be an independent Directorand should not be theCEO/Managing Director.The Chair of the Company is not an independent Director and isthe CEO/Managing Director.
Recommendation2.6A listed entity should have a program for inducting newDirectorsandprovidingappropriateprofessionaldevelopment opportunities for continuing Directors todevelop and maintain the skills and knowledge needed toperform their role as a Directoreffectively.	YES	In accordance with the Company's Board Charter, theNominations Committee (or, in its absence, the Board)isresponsible for the approval and reviewofinductionandcontinuing professional development programs and proceduresforDirectors to ensure that they can effectivelydischarge theirresponsibilities.The Company Secretary is responsible forfacilitating inductions and professional development.
Principle 3: Act ethically and responsibly
Recommendation 3.1A listed entity should:(a)have a code of conduct for its Directors, seniorexecutives and employees; and(b)disclose that code or a summary of it.Principle 4: Safeguard integrity in financial reporting	YES	(a)The Company's Corporate Code of Conduct applies to theCompany's Directors, senior executives and employees.(b)The Company's Corporate Code of Conduct (which formspart of the Company's Corporate Governance Plan) isavailable on the Company's website.
Recommendation 4.1		(a)The Company does not have an Audit and Risk Committee.The Company's Corporate Governance Plan contains an

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
The Board of a listed entity should:(a)have an audit committee which:(i)has at least three members, all of whom are nonexecutive Directors and a majority of whom areindependent Directors; and	YES	Audit and Risk Committee Charter that provides for thecreation of an Audit and Risk Committee (if it is considered itwill benefit the Company), with at least three members, all ofwhom must be independent Directors, and which must bechaired by an independent Director who is not the Chair.
(ii)is chaired by an independent Director, who is notthe Chairof the Board,and disclose:(iii)the charter of the committee;(iv)the relevant qualifications and experience of themembers of the committee; and(v)in relation to each reporting period, the numberof times the committee met throughout theperiod and the individual attendances of themembers at those meetings; or(b)if it does not have an audit committee, disclose thatfact and the processes it employs that independentlyverify and safeguard the integrity of its financialreporting, including the processes for the appointmentand removal of the external auditor and the rotation ofthe auditengagement partner.		(b)The Company does not have an Audit and Risk Committee asthe Board considers the Company will not currently benefitfrom its establishment. In accordance with the Company'sBoard Charter, the Board carries out the duties that wouldordinarily be carried out by the Audit and Risk Committeeunder the Audit and Risk Committee Charter including thefollowing processes to independently verify and safeguardthe integrity of its financial reporting, including the processesfor the appointment and removal of the external auditor andthe rotation of the audit engagement partner:(i)the Board devotes time at Board meetings to fulfilling theroles and responsibilities associated with maintaining theCompany's internal audit function and arrangementswith external auditors; and(ii)all members of the Board are involved in the Company'saudit function to ensure the proper maintenance of theentity and the integrity of all financial reporting.
Recommendation 4.2The Boardof a listed entity should, before it approves theentity's financial statements for a financial period, receivefrom itsCEO and CFO a declaration that the financialrecords of the entity have been properly maintained andthat the financial statements comply with the appropriateaccounting standards and give a true and fair view of thefinancial position and performance of the entity and thatthe opinion has been formed on the basis of a sound system	YES	The Company's Audit and Risk Committee Charter requires theCEO and CFO (or, if none, theperson(s) fulfilling those functions)to provide a sign off on these terms.The Company intends to obtain a sign off on these terms for eachof its financial statements in eachfinancial year.

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
of risk management and internal control which is operatingeffectively.
Recommendation 4.3A listed entity that has an AGM should ensure thatitsexternal auditor attends its AGM and is available to answerquestions from security holders relevant to the audit.	YES	The Company's Corporate Governance Plan provides that theBoard must ensure the Company's external auditor attends itsAGM and isavailable to answer questions from security holdersrelevant to the audit.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1A listed entity should:(a)have a written policy for complying with its continuousdisclosure obligations under the Listing Rules; and(b)disclose that policy or a summary of it.	YES	(a)The Board Charter provides details of the Company'sdisclosure policy. In addition, the Corporate GovernancePlan details the Company's disclosure requirements asrequired by the ASX Listing Rules and other relevantlegislation.(b)The Corporate Governance Plan, which incorporates theBoard Charter, isavailable on the Company website.
Principle 6: Respect the rights of security holders
Recommendation 6.1A listed entity should provide information about itself and itsgovernance to investors via its website.	YES	Information about the Company and its governance is availablein theCorporate Governance Plan which can be foundon theCompany's website.
Recommendation 6.2A listed entity should design and implement an investorrelationsprogramtofacilitateeffectivetwo-waycommunication with investors.	YES	The Company has adopted a Shareholder CommunicationsStrategy which aims to promote and facilitate effective two-waycommunication with investors.The Strategy outlines a range ofways in which information is communicated to shareholders andis available on the Company's website as part of the Company'sCorporate Governance Plan.

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
Recommendation 6.3A listed entity should disclose the policies and processes ithas in place to facilitate and encourage participation atmeetings of security holders.	YES	Shareholders are encouraged to participate at all generalmeetings and AGMs of the Company. Upon the despatch of anynotice of meeting to Shareholders, the Company Secretary shallsend out material stating that all Shareholders are encouraged toparticipate at the meeting.
Recommendation 6.4A listed entity should give security holders the option toreceive communications from, and send communicationsto, the entity and its security registry electronically.	YES	The Shareholder Communication Strategy providesthat securityholders can register with the Company to receive emailnotifications when an announcement ismade by the Companyto the ASX, including the release of the Annual Report, half yearlyreports and quarterly reports.Links are made available to theCompany's website on which all information provided to the ASXis immediately posted.
		Shareholders queries should be referred to the CompanySecretary at first instance.
Principle 7:Recognise and manage risk
Recommendation 7.1The Boardof a listed entity should:(a)have a committee or committees to oversee risk, eachof which:(i)has at least three members, a majority of whomare independent Directors; and	YES	(a)The Company does not havean Audit and Risk Committee.The Company's Corporate Governance Plan contains anAudit and Risk Committee Charter that provides for thecreation of an Audit and Risk Committee (if it is considered itwill benefit the Company), with at least three members, all ofwhom must be independent Directors, and which must bechaired by an independent Director.
(ii)is chaired by an independent Director,		A copy of the Corporate Governance Plan is available on theCompany's website.
and disclose:(iii)the charter of the committee;(iv)the members of the committee; and(v)as at the end of each reporting period, thenumber of times the committee met throughout		(b)The Company does not have an Audit and Risk Committee asthe Board consider the Company will not currentlybenefitfrom its establishment. In accordance with the Company'sBoard Charter, the Board carries out the duties that wouldordinarily be carried out by the Audit and Risk Committeeunder the Audit and Risk Committee Charter including the

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
the period and the individual attendances ofthe members at those meetings; or		following processes to oversee the entity's risk managementframework:
(b)if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the process itemploys for overseeing the entity's risk managementframework.		(i)the Board devotes time at quarterly Board meetings tofulfilling the roles and responsibilities associated withoverseeingriskandmaintainingtheentity'sriskmanagementframeworkandassociatedinternalcompliance and control procedures.
Recommendation 7.2		(a)The Audit and Risk Committee Charter requires that the Audit
The Boardor a committee of the Boardshould:	YES	and Risk Committee (or, in its absence, the Board) should, atleast annually, satisfy itself that the Company's risk
(a)review the entity's risk management framework with		management framework continues to be sound.
management at least annually to satisfy itself that itcontinues to be sound; and		(b)The Company's Corporate Governance Plan requires the
(b)disclose in relation to each reporting period, whethersuch a review has taken place.		Company to disclose at least annually whether such a reviewof the company's risk management framework has takenplace.
Recommendation 7.3		(a)The Audit and Risk Committee Charterprovides for theAudit
A listed entity should disclose:	YES	and Risk Committee to monitor the need for aninternal auditfunction.
(a)if it has an internal audit function, how the function isstructured and what role it performs; or
(b)if it does not have an internal audit function, that factand the processes it employs for evaluating andcontinually improving the effectiveness of its riskmanagement and internal control processes.
Recommendation 7.4		The Audit and Risk Committee Charter requires the Audit and Risk
A listed entity should disclose whether it has any materialexposuretoeconomic,environmentalandsocialsustainability risks and, if it does, how it manages or intendsto manage those risks.	YES	Committee (or, in its absence, the Board) to assist managementdetermine whether the Company has any material exposure toeconomic, environmental and social sustainability risks and, if itdoes, how it manages or intends to manage those risks.

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
		The Company's Corporate Governance Plan requires theCompany to disclose whether it has any material exposure toeconomic, environmental and social sustainability risks and, if itdoes, how it manages or intends to manage those risks.TheCompany will disclose this information in its Annual Reportand onits ASX websiteas part of its continuous disclosure obligations.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1The Boardof a listed entity should:(a)have a remuneration committee which:(i)has at least three members, a majority of whomare independent Directors; and(ii)is chaired by an independent Director,	YES	(a)The Company does not havea Remuneration Committee.The Company's Corporate Governance Plan contains aRemuneration Committee Charter that provides for thecreation of a Remuneration Committee (if it is considered itwill benefit the Company), with at least three members,amajority of whom must beindependent Directors, and whichmust be chaired by an independent Director.
and disclose:(iii)the charter of the committee;(iv)the members of the committee; and(v)as at the end of each reporting period, thenumber of times the committee met throughoutthe period and the individual attendances ofthe members at those meetings; or(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting thelevel and composition of remuneration for Directorsand senior executives and ensuring that suchremuneration is appropriate and not excessive.		(b)The Company does not have a Remuneration Committee asthe Board considers the Company will not currently benefitfrom its establishment. In accordance with the Company'sBoard Charter, the Board carries out the duties that wouldordinarily be carried out by the Remuneration Committeeunder the Remuneration Committee Charter including thefollowing processes to set the level and composition ofremuneration for Directors and senior executives and ensuringthat such remuneration is appropriate and not excessive:(i)the Board devotes time at the annual Board meeting toassess the level and composition of remuneration forDirectors and senior executives.
Recommendation 8.2A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive	YES	The Company's Corporate Governance Plan requires the Boardto disclose its policies and practices regarding the remuneration

RECOMMENDATIONS(3RDEDITION)	COMPLY	EXPLANATION
Directors and the remuneration of executive Directors andother senior executives and ensure that the different rolesand responsibilities of non-executive Directors compared toexecutive Directors and other senior executives arereflectedinthelevelandcompositionoftheirremuneration.		of Directors and senior executives,which is disclosed on theCompany's website.
Recommendation 8.3A listed entity which has an equity-based remunerationscheme should:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it.	YES	(a)The Company has an equity based remuneration scheme. TheCompany does not havea policy on whether participants arepermitted to enter into transactions (whether through the useof derivatives or otherwise) which limit the economic risk ofparticipating in the scheme.(b)The Company will seek to develop a policy that addresses theuse of derivatives or otherwise, which limit the economic risk ofparticipating in the scheme.