RURAL FUNDS GROUP — Governance Information 2025

Sep 29, 2025

Corporate Governance Statement

as at 30 June 2025

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Managed by:

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Rural Funds Group (the Fund) comprises Rural Funds Trust ARSN 112 951 578 and RF Active ARSN 168 740 805, both registered managed investment schemes under the Corporations Act 2001 (Cth) (the Corporations Act ) . Units in Rural Funds Trust are stapled to Units in RF Active. The Fund is listed on the ASX.

Rural Funds Management Limited (RFM) ACN 077 492 838 is the Responsible Entity for the Fund. RFM has established and oversees the Fund’s corporate governance. The Responsible Entity holds an Australian Financial Services Licence (AFSL 226701) authorising it to operate the Fund. It has a duty to act in the best interests of unitholders of the Fund (Unitholders).

The RFM Board of Directors (Board) provides leadership and direction for the Fund which aligns with the Responsible Entity’s corporate governance responsibilities. The Board is comprised of five directors with a mix of experience and skills necessary to oversee the corporate governance requirements of the Responsible Entity. This ensures that the Responsible Entity operates with integrity, is accountable, and acts responsibly and ethically. Board members work together using their collective ability to make decisions that lead to a profitable and efficient business.

To the extent that they are applicable for an externally managed fund, the Responsible Entity has adopted and complies with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations 4th Edition. This Corporate Governance Statement sets out the ASX Corporate Governance Council’s eight principles of corporate governance, and how these apply to RFM in accordance and compliance with ASX Listing Rule 4.10.3. This statement applies to the period 1 July 2024 to 30 June 2025 (Financial Year).

This Corporate Governance Statement is current as at 30 September 2025 and has been approved by the Board of Directors of the Responsible Entity.

Copies of the Responsible Entity’s corporate governance policies are located on the Responsible Entity’s website at www.ruralfunds.com.au.

Principle 1 Lay solid foundations for management and oversight

A listed entity should clearly delineate the respective roles and responsibilities of its Board and management and regularly review their performance.

As an externally managed scheme, recommendations 1.1, 1.2, 1.3, 1.4, 1.5, 1.6 and 1.7 do not apply to the Fund.

The Fund has elected to apply the alternative recommendation for 1.1 and provides the following responses to the recommendations.

The business of the Fund is managed by RFM as the Responsible Entity of the Fund. The arrangements between the Responsible Entity and the Fund are governed by the Constitution of the Fund and the Corporations Act. The conduct of the Board of RFM as Responsible Entity when managing the affairs of the Fund are outlined in the Corporate Governance Charter.

Appointment of directors and management

Before appointment, appropriate checks are completed for potential Directors and managers, including police, bankruptcy and reference checks. Employment history, experience, education, directorships and related personal interests are also assessed.

All Directors of the Responsible Entity receive letters of appointment setting out the key terms and conditions of their appointment.

Managers of the Responsible Entity enter into an employment agreement setting out the key terms and conditions of their employment including a position description, duties, rights, responsibilities, remuneration and entitlements on termination.

Succession planning within the Responsible Entity is reviewed by the Internal Compliance Committee annually. This ensures depth of skills and experience exist within the key functions.

Board roles and responsibilities

Company Secretary

The Responsible Entity has a Corporate Governance Charter that outlines the corporate governance practices, functions and responsibilities of the Board. The Corporate Governance Charter is located on the Corporate Governance page of the Responsible Entity’s website.

The Company Secretary of the Responsible Entity is accountable to the Board, through the Chair, on all matters to do with the proper functioning of the Board.

Directors have access to the Company Secretary for advice.

Board functions include:

Diversity

• setting the direction, strategy and financial objectives for the RFM Group,[1] including the Fund

• monitoring the implementation and execution of strategy and financial objectives

• monitoring compliance with regulatory requirements, ethical standards and external commitments

• appointing, and reviewing the performance of, the Managing Director and Company Secretary, and

• taking an effective leadership role in relation to the RFM Group.

Board conduct is governed by the Fund’s Constitution and the Corporations Act.

The Responsible Entity has a Diversity Policy, approved annually by the Board and recognises that employees are one of its greatest assets. It has employees with a range of skills and capabilities to ensure the ongoing strength, continuity and stability of the Responsible Entity. The Diversity Policy provides the framework that actively manages and encourages diversity and inclusion and attracts a diverse pool of suitably skilled candidates.

The Responsible Entity’s Board set a quantitative gender diversity objective, for 40% of directors to be female by 31 December 2026. The Responsible Entity will endeavour to improve the current level of gender diversity of the Board and management when vacancies arise. Due to the size of the Responsible Entity’s management team, there is limited turnover of personnel at this level.

Chair

The Chair leads the Board and ensures the efficient organisation and conduct of Board members. Responsibilities of the Chair are listed in the Corporate Governance Charter.

Managing Director

The Board has delegated responsibility for the day-to-day management of the Fund to the Managing Director of the Responsible Entity, subject to financial and other limits.

At 30 June 2025, there were two females in the Responsible Entity’s leadership team, representing 25% of the team. In addition, there were three female managers within our technical, operations and corporate management teams, representing 20% of the team. Of the 258 employees RFM and associated entitles employ, 33% are female.

The Workplace Gender Equality Act 2012 (Cth) (WGE Act) applies to RFM and its associated entities. The WGEA annual compliance report was approved on 18 April 2025. The Diversity Policy is available on the Responsible Entity’s website.

The Managing Director is supported by the Chief Operating Officer, Chief Financial Officer, Company Secretary and managers in the leadership, operational, technical and corporate management teams.

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1. RFM Group includes the Responsible Entity and all entities which are owned and/or managed by RFM.

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Performance assessments

The Corporate Governance Charter is located on the Corporate Governance page of the Responsible Entity’s website and provides guidance on annual reviews of Director performance. The performance of the Board, its committees and individual Directors may be reviewed and assessed each year collectively by the Board and/or the Managing Director. Performance feedback will be provided to Directors if their performance is unsatisfactory.

RFM has a Performance Management Policy that provides guidelines to review the performance of managers. Managing the performance of our people is critical to our success and in most cases, we choose to do this informally through regular oneon-one discussions between employees and their manager, or formally where either party prefers this approach.

The Corporate Governance Charter and Diversity Policy are available on the Responsible Entity’s website.

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Water storage at Lynora Downs, central Queensland, October 2025.
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Principle 2 Structure the Board to be effective and add value

The Board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry in which it operates, to enable it to discharge its duties effectively and to add value.

As an externally managed scheme, recommendations 2.1, 2.2, 2.4, 2.5 and 2.6 do not apply to the Fund.

Nomination Committee

The Responsible Entity has not established a Nomination Committee. Due to the size of the Board and the nature of the business, the Board has determined this function should remain with the Board.

Advice is sought from external experts including specialist tax, legal or business advisers when required.

Board matrix

The Responsible Entity’s Board comprises five members, four of whom are independent non-executive directors.

All Directors must act with the utmost integrity and objectivity, striving to enhance the reputation and performance of the RFM Group.

Guy Paynter and Michael Carroll have more than 15 years of service as Directors of the Responsible Entity. It remains RFM’s opinion that both Guy and Michael have an independence of mind and a strong element of objectivity regarding the affairs of RFM and the Fund. It is in the best interests of the Fund to have a combination of different director tenure, as longer terms provide an innate understanding of the business whilst shorter durations offer a fresh approach. All members of the RFM Board advocate their professional views as part of robust discussions.

The RFF Annual Report and the Responsible Entity’s website each have further information on the background, qualifications and expertise of the Directors.

Board independence

The Chair of the Responsible Entity’s Board is responsible for its leadership, organisation and conduct. The Chair, Guy Paynter is considered independent as defined in the Corporate Governance Charter.

Director training

New Directors are selected and appointed in accordance with the Corporate Governance Charter. New Directors are provided with an induction relevant to the Responsible Entity and the Fund and are provided opportunities to extend their skills and knowledge, through informal and formal means.

Directors must comply with the Director’s Code of Conduct and the RFM Code of Conduct in exercising their duties.

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Director Director since Independent
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GuyPaynter (Chair)	15 April 2010	Yes
David Bryant	17 February1997	No
Michael Carroll	15 April 2010	Yes
Julian Widdup	15 February2017	Yes
Andrea Lemmon	1 November 2021	Yes

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Kaiuroo Aggregation, central Queensland, April 2025.
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Principle 3 Instil a culture of acting lawfully, ethically and responsibly

A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically and responsibly.

The Responsible Entity has an established structure for reporting incidents under the Whistleblower Policy. The Company Secretary will confidentially advise the Board of any material incidents. The Internal Compliance Committee is also advised at its quarterly meeting.

‘Managing good assets with good people’

Anti-Bribery and Corruption Policy

The Responsible Entity’s objectives regarding the Fund are to operate profitably, maximise investor return and identify opportunities for growth.

The Responsible Entity’s core values underpin the culture and reputation implemented by management which all employees are expected to follow. These include:

• employees are to act honestly, ethically, in good faith and in the best interests of the Responsible Entity and its managed entities

• employees have a duty to use due care and diligence and must not make improper use of information acquired

• personal interests are not to conflict with the interests of RFM or the Fund’s Unitholders

• employees must adhere to the continuous disclosure protocol and privacy principles adopted by RFM, and

• employees are not to engage in conduct likely to bring discredit upon RFM and not knowingly breach any law under which RFM operates.

The Responsible Entity has a general Code of Conduct that applies to directors and employees. Employees are required to act in a manner that is consistent with the best interests of the Company and its investors. Managers lead their teams to ensure company values and culture are modelled by all employees.

Directors’ Code of Conduct

The Responsible Entity has a Directors’ Code of Conduct. The Code seeks to give Director’s guidance on how best to perform their duties, meet their obligations and understand RFM’s corporate governance practices.

The Code focuses on the Directors’ obligations to comply with codes and law, general duties and application of business judgment, including personal interests and conflicts, conduct, and complaints.

The Responsible Entity has an established Anti-Bribery and Corruption Policy which was implemented to monitor, detect, report and manage any bribery, corruption or related activities.

The Responsible Entity has a robust structure for reporting breaches of the Anti-Bribery and Corruption Policy. All employees are encouraged to address any unlawful events or unethical behaviour. This can be completed either via their immediate manager or directly to the Board.

The Company Secretary will advise the Board of any material breaches. The Internal Compliance Committee is also advised at its quarterly meeting.

Securities Trading Policy

The Securities Trading Policy implements a regime to prevent the misuse of Insider Information. The Policy ensures that dealings in securities comply with legal and regulatory requirements.

The Company Secretary will advise the Board of any material breaches. The Internal Compliance Committee is also advised at its quarterly meeting.

Conflict of Interest Management Policy

The Conflict of Interest Management Policy identifies the arrangements that are in place to manage any actual or potential conflicts of interests that may arise between the Responsible Entity and the Funds it manages.

The Policy details how conflicts should be managed and reported to the Board and Internal Compliance Committee.

The Corporate Governance Charter (incorporating the Directors’ Code of Conduct), Whistleblower Policy, Anti-Bribery and Corruption Policy, Securities Trading Policy and Conflict of Interest Management Policy are all available on the Responsible Entity’s website.

The Company Secretary will advise the Board and Internal Compliance Committee of any material breaches of the Directors Code of Conduct.

Whistleblower Policy

The Whistleblower Policy, supports and protects employees should they wish to make a protected disclosure. All corporate employees complete annual compliance training in respect of the Policy.

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Principle 4 Safeguard the integrity of corporate reports

A listed entity should have appropriate processes to verify the integrity of its corporate reports.

Audit Committee

The Board of the Responsible Entity has an established Audit Committee to assist the Board with integrity of financial reporting, controls and independence of the Fund’s external auditors.

The Audit Committee is comprised of three members. All are independent non-executive directors of RFM.

Audit Committee	Membership since
Michael Carroll (Chair)	15 April 2010
Julian Widdup	15 February 2017
Andrea Lemmon	1 November 2021

The Audit Committee has a formal charter that details its responsibilities and obligations. The Audit Committee’s role is to assist the Board in discharging its oversight responsibilities.

Two meetings of the Audit Committee were held during the Financial Year. Both meetings were attended by all committee members.

The Audit Committee will routinely invite others to attend meetings, including management of the Responsible Entity and the Auditor of the Fund. The Audit Committee reviews the financial reports and provides commentary to the Board as required.

Pursuant to s295A of the Corporations Act, the Chief Financial Officer and Managing Director have each declared in their opinion and in writing to the Board that the half-year and full year financial statements:

• have been properly maintained in accordance with s286 of the Corporations Act

• (and the notes referred to in paragraph 295(3)(b)) comply with the accounting standards

• (and notes) give a true and fair view of the financial position and performance of the Fund under s297 of the Corporations Act

• satisfy any other prescribed regulation matter

The Audit Committee will:

• oversee the financial reporting process to ensure balance, transparency and integrity of published financial information, review the effectiveness of the entities’ internal controls and financial risk management and monitor their implementation

• oversee the independent audit process, including recommending the appointment and assessing the performance of the external auditor

Such opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

The Fund’s corporate reporting was reviewed by external auditors, who attended both Audit Committee meetings this financial year.

The Audit Committee Charter, included in the Corporate Governance Charter, is available on the Responsible Entity’s website.

• oversee the entities’ process for monitoring compliance with laws, regulations, internal policies and expectations of key stakeholders.

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Cotton crop at Lynora Downs, central Queensland, April 2025.
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Principle 5 Make timely and balanced disclosure

A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value of its securities.

Disclosure Policy lies with the Company Secretary.

The Responsible Entity will ensure information that a reasonable person would expect to have a material effect on the price of the Fund’s securities will be disclosed pursuant to ASX Listing Rule 3.1.

Continuous disclosure

The Responsible Entity is committed to promoting a fair market in the Fund’s units through honest management and timely, full and fair disclosure. This conduct will ensure the Fund meets its disclosure obligations under the Corporations Act and ASX Listing Rules.

The Responsible Entity has adopted a Continuous Disclosure Policy that applies to all directors and employees of the RFM Group. Annual training on the policy, and continuous disclosure obligations generally, is provided for officers of the Responsible Entity. Responsibility for compliance with the Continuous

The Board is promptly made aware of market announcements released on the ASX Market Announcement Platform.

Any new or substantive investor or analyst presentations are released on the ASX Market Announcement Platform ahead of the scheduled presentation time.

All announcements released in respect of the Fund can be viewed at www.asx.com.au.

The Continuous Disclosure Policy is available on the Responsible Entity’s website.

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Swan Ridge macadamia orchard, Bundaberg, Queensland, April 2025.
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Principle 6 Respect the rights of security holders

A listed entity should provide its security holders with appropriate information and facilities to allow them to exercise their rights as security holders effectively.

Governance for Unitholders

The Fund aims to provide timely, precise and accessible information of a consistently high standard to its Unitholders. This information is conveyed in the Fund’s annual reports, half yearly reports, ASX announcements, newsletters and on the Responsible Entity’s website. Recordings of full and half year financial results presentations, and additional information relevant to the Fund, are located on the Responsible Entity’s website.

Investor Relations

The Investor Relations (IR) team regularly engage with Unitholders, potential investors, external analysts and the Fund’s registry service provider, Boardroom. The IR team’s primary objective is to ensure Unitholders are well informed regarding the Fund. The Fund’s website has information available to Unitholders to facilitate two-way communication with investors and provides all relevant information regarding the Fund.

Unitholders are encouraged to contact the Responsible Entity’s IR team using any of the following methods:

Email: investorservices@ruralfunds.com.au Website: www.ruralfunds.com.au/contact Phone: 1800 026 665 Or in person by visiting the Responsible Entity’s office.

Unitholders may receive Fund communications either electronically, at a physical address or not at all. Communication election is made by communication type. Unitholders are also able to communicate with the share registry and the Responsible Entity electronically.

Unitholder meetings

As an externally managed scheme, the Fund does not hold periodic meetings. When Unitholder meetings are required, webcasting and/or an audioconference facility for remote Unitholders is used. Unitholders who are unable to attend meetings can vote via proxy, in accordance with the Fund’s constitution.

The Fund’s constitution provides that Extraordinary Resolutions and any other properly demanded resolutions, directed by the Chair, are to be decided by a poll.

Boardroom, the Fund’s registry service provider, provides the option for Unitholders to receive their communications electronically. The Responsible Entity encourages all investors to communicate electronically and provides regular correspondence advising Unitholders of this option.

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Geier vineyard, Barossa Valley, South Australia, February 2025.
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Principle 7 Recognise and manage risk

A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework.

Risk management

A Risk Committee has not been established by the Responsible Entity. The Board has determined that due to the size of the Board and the nature of the business, the risk oversight function should be managed by the Board, supported by the Internal Compliance Committee (ICC).

The Board has ultimate responsibility for overseeing the risk management framework and approving and monitoring compliance within the framework. The Board receives regular reports on all material business risks in relation to the Fund which includes a quarterly report of all risks rated extreme or high. Ongoing management of the identified risks is provided by the relevant managers of each business area. These risks are reported to the Board and the ICC and include details regarding the effectiveness of mitigation measures.

A Risk Management Policy has been established by the Responsible Entity. The Policy considers the management of material business risks and the Board’s risk appetite for the Fund and associated entities.

Internal Compliance Committee (ICC)

The Responsible Entity has an ICC that assists the Board in evaluating the risk management framework and material business risks on an ongoing basis. While not an internal audit committee, the ICC reports to the Board quarterly and may make recommendations to the Board for changes to processes and systems to ensure compliance with legal and regulatory requirements.

The ICC is comprised of managers who are specialists in their field. Committee Members are:

• Compliance Manager (Chair)

• Company Secretary

• Chief Financial Officer

• National Manager – People and Safety

• Senior Business Manager

The ICC extends the invitation to other managers to routinely attend meetings to offer insight into their relevant field and the effect of managing risk in their business units.

This broad representation ensures the ICC is fully informed of governance, risk and internal control processes across the Fund and associated RFM entities.

Environmental, social and governance (ESG)

The Responsible Entity’s risk management framework and Risk Management Policy are reviewed annually. The risk review consists of re-evaluating all risks, assessing whether the existing risk rating is appropriate, and assessing the suitability of existing and additional mitigation measures. During this financial year, an annual risk review was performed.

The Risk Management Policy is located on the Corporate Governance page of the Responsible Entity’s website.

The Responsible Entity’s approach to managing material exposures is outlined in the RFF Annual Report 2025. The Responsible Entity continues to strengthen the management of environmental (including climate-related impacts) and social risks. The Responsible Entity published its first Modern Slavery Act Statement in FY25 in accordance with the Modern Slavery Act (Cth) 2018 and is committed to addressing modern slavery risks in supply chains and operations. The Board is responsible for overseeing the risk management framework, with the internal management of the framework delegated to the ICC.

The Annual Report and Modern Slavery Act Statement are available on the Responsible Entity’s website.

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Glendorf macadamia orchard, Maryborough, Queensland, April 2025.
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Principle 8 Remunerate fairly and responsibly

A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high quality senior executives and to align their interest with the creation of value for security holders and with the entity’s values and risk appetite.

As an externally managed scheme, recommendations 8.1, 8.2 and 8.3 do not apply to the Fund.

The Responsible Entity has elected to apply alternative recommendations for 8.1, 8.2 and 8.3 and provide the following responses.

As an externally managed listed entity, the remuneration of the Responsible Entity, as disclosed in its Constitution, is:

• Fund Management Fee – up to 1.0% p.a. of the adjusted gross asset value of the Fund

• Asset Management Fee – up to 1.0% p.a. of the adjusted gross asset value of the Fund

• Termination Fee – 1.5% of the adjusted gross asset value of the Fund.

In FY25, actual fees were 0.92% of the adjusted total assets of the Fund.

Remuneration Committee

The Remuneration Committee has a formal charter that details its responsibilities and obligations and sets out the powers of the Remuneration Committee along with the meeting procedure framework.

The Remuneration Committee comprises four members. All are independent non-executive directors.

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Remuneration Committee Membership since
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	Michael Carroll (Chair) Guy Paynter	12 May 2017 12 May 2017
	Julian Widdup Andrea Lemmon	12 May 2017 1 November 2021

The Remuneration Committee’s scope, responsibilities, and associated policies and procedures can be viewed at Corporate Governance Charter located on the Corporate Governance page of the Responsible Entity’s website.

The fees listed above represent the maximum allowed under the Fund’s Constitution.

Typically, the Responsible Entity charges total fees (fund management and asset management fees) of 1.05% of the adjusted gross asset value of the Fund.

Principle 9

As an externally managed scheme, recommendations 9.1, 9.2 and 9.3 do not apply to the Fund.

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Kaiuroo Aggregation, central Queensland, April 2025.
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Rural Funds Management Limited ABN 65 077 492 838 AFSL 226701

Level 2, 2 King Street Deakin ACT 2600 PO Box 347 Curtin ACT 2605 Phone: 1800 026 665 Email: investorservices@ruralfunds.com.au Website: www.ruralfunds.com.au

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