SOUTHERN HEMISPHERE MINING LIMITED — Governance Information 2021

Sep 28, 2021

Corporate governance statement

This Corporate Governance summary discloses the extent to which the Company will follow the recommendations set by the ASX Corporate Governance Council in its publication ‘Corporate Governance Principles and Recommendations (4[th] Edition)’ ( Recommendations ). The Recommendations are not mandatory, however, the Recommendations that will not be followed have been identified and reasons have been provided for not following them.

The Company’s Corporate Governance Plan has been posted on the Company’s website at www.shmining.com.au.

Principles And Recommendations	Principles And Recommendations	Comply	Explanation
Principle 1: Laysolid foundations for management		and oversight
Recommendation 1.1		Complying	The Company has adopted a Board Charter.
A listed	entity should have and disclose a charter which:		The Board Charter sets out the specific responsibilities of the Board,
(a)	sets out the respective roles and responsibilities of the		requirements as to the Boards composition, the roles and
	board, the chair and management; and		responsibilities of the Chairman and Company Secretary, the
(b)	includes a description of those matters expressly reserved to the board and those delegated to management.		establishment, operation and management of Board Committees, Directors access to company records and information, details of the Board’s relationship with management, details of the Board’s performance review and details of the Board’s disclosure policy.
			A copy of the Company’s Board Charter is available on the Company’s
			website.

Recommendation 1.2

A listed entity should:

(a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and

• (b) provide security holders with all material information relevant to a decision on whether or not to elect or re-elect a director.

Recommendation 1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

	Directors access to company records and information, details of the Board’s relationship with management, details of the Board’s performance review and details of the Board’s disclosure policy. A copy of the Company’s Board Charter is available on the Company’s website.
Complying	(a) The Company has detailed guidelines for the appointment and
	selection of the Board. The Company’s Corporate Governance
	Plan requires the Board to undertake appropriate checks before appointing a person or putting forward to security holders a candidate for election as a director.
	(b) Material information relevant to any decision on whether, or not,
	to elect or re-elect a Director will be provided to security holders
	in the notice of meeting holding the resolution to elect or re-elect
	the Director.
Complying	The Company’s Corporate Governance Plan requires the Board to
	ensure that each Director and senior executive is a party to a written
	agreement with the Company which sets out the terms of that Director’s
	or senior executive’s appointment.

Recommendation 1.4 The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

Recommendation 1.5

A listed entity should:

• (a) have a diversity policy which includes requirements for the board:

• (i) to set measurable objectives for achieving gender diversity; and

• (ii) to assess annually both the objectives and the entity’s progress in achieving them;

• (b) disclose that policy or a summary or it; and (c) disclose as at the end of each reporting period:

• (i) the measurable objectives for achieving gender diversity set by the board in accordance with the entity’s diversity policy and its progress towards achieving them; and

• (ii) either:

  • (A) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or

  • (B) the entity’s “Gender Equality Indicators”, as defined in the Workplace Gender Equality Act 2012.

Complying The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. The Company Secretary is accountable directly to the Board, through the chair, on all matters to do with the proper functioning of the Board. Complying (a) The Company has adopted a Diversity Policy. (i) The Diversity Policy provides a framework for the Company to achieve a list of 5 measurable objectives that encompass gender equality.

(ii) The Diversity Policy provides for the monitoring and evaluation of the scope and currency of the Diversity Policy. The company is responsible for implementing, monitoring and reporting on the measurable objectives.

• (b) The Diversity Policy is outlined in the Corporate Governance Plan which is available on the company website.

• (c) (i) The measurable objectives set by the Board will be included in the annual key performance indicators for the CEO, MD and senior executives. In addition, the Board will review progress against the objectives in its annual performance assessment.

• (ii) The Company has no employees and utilises external consultants and contractors as and when required.

• (iii) The Board will review this position on an annual basis and will implement measurable objectives as and when they deem the Company to require them.

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CORPORATE GOVERNANCE STATEMENT

Principles And Recommendations	Comply	Explanation
Recommendation 1.6	Part-	(a) The Board is responsible for evaluating the performance of the
A listed entity should:	Complying	Board and individual directors on an annual basis. It may do so
(a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and		with the aid of an independent advisor. The process for this can be found in Schedule E of the Company’s Corporate Governance Plan which is available on the Company’s website.
(b) disclose in relation to each reporting period, whether a performance evaluation was undertaken in the		(b) The Company’s Performance Evaluation Policy requires the Board to disclosure whether or not performance evaluations were
reporting period in accordance with that process.		conducted during the relevant reporting period.
		Due to the size of the Board and the nature of the business, it has
		not been deemed necessary to institute a formal documented
		performance review program of individuals. However, the
		Chairman intends to conduct formal reviews each financial year
		whereby the performance of the Board as a whole and the
		individual contributions of each director are disclosed. The Board
		considers that at this stage of the Company’s development an
		informal process is appropriate.
		The review will assist to indicate whether the Board’s
		performance is appropriate and efficient with respect to the Board
		Charter.
		The Board regularly reviews its skill base and whether it remains
		appropriate for the Company’s operational, legal and financial
		requirements.
Recommendation 1.7	Complying	(a) The Board is responsible for evaluating the performance of senior
A listed entity should:		executives. The Board is to arrange an annual performance
(a) have and disclose a process for periodically evaluating		evaluation of the senior executives.
the performance of its senior executives; and		(b) The Company’s Performance Evaluation Policy requires the
(b) disclose in relation to each reporting period, whether a		Board to conduct annual performance of the senior executives.
performance evaluation was undertaken in the		The Policy requires the Board to disclose whether, or not,
reporting period in accordance with that process.		performance evaluations were conducted during the relevant
		reporting period.
		During the financial year an evaluation of performance of the
		individuals was not formally carried out. However, a general
		review of the individuals occurs on an on-going basis to ensure
		that structures suitable to the Company’s status as a listed entity
		are in place.

		During the financial year an evaluation of performance of the individuals was not formally carried out. However, a general review of the individuals occurs on an on-going basis to ensure that structures suitable to the Company’s status as a listed entity are in place.
Principle 2: Structure the board to add value
Recommendation 2.1	Part-	(b) Due to the size and nature of the existing Board and the
The board of a listed entity should:	Complying	magnitude of the Company’s operations the Company currently
(a) have a nomination committee which:		has no Nomination Committee. Pursuant to clause 4(h) of the
(i) has at least three members, a majority of whom		Company’s Board Charter, the full Board carries out the duties that
are independent directors; and (ii) is chaired by an independent director,		would ordinarily be assigned to the Nomination Committee under the written terms of reference for that committee.
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		The duties of the Nomination Committee are outlined in Schedule E of the Company’s Corporate Governance Plan available online. The Board devotes time at each board meeting to discuss board succession issues. All members of the Board are involved in 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, experience,		Company’s nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules. The Board regularly updates the Company’s board skills matrix (in accordance with recommendation 2.2) to assess the appropriate balance of skills, experience, independence and knowledge of the entity.
independence and knowledge of the entity to enable it
to discharge its duties and responsibilities effectively.

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CORPORATE GOVERNANCE STATEMENT

Principles And Recommendations Comply	Explanation
Recommendation 2.2 A listed entity should have and disclose a board skill matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. Complying	Board Skills Matrix	Number of Directors that Meet the Skill
	Executive & Non- Executive experience	3
	Industry experience & knowledge	3
	Leadership	3
	Corporate governance & risk management	3
	Strategic thinking	3
	Desired behavioural competencies	3
	Geographic experience	3
	Capital Markets experience	3
	Subject matter expertise:
	- accounting	2
	- capital management	3
	- corporate financing	2
	- industry taxation1	0
	- risk management	3
	- legal	3
	- IT expertise2	0
	(1) Skill gap noticed however an external taxation firm is employed to maintain taxation requirements. (2) Skill gap noticed however an external IT firm is employed on an adhoc basis to maintain IT requirements.
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, association or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendation (4thEdition), but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director Complying	(a) The Board Charter provides for the disclosure of the names of Directors considered by the Board to be independent. Due to the size and nature of the existing Board and the magnitude of the Company’s operations the Company currently has no independent directors. (b) The Board Charter requires Directors to disclose their interest, positions, associations and relationships and requires that the independence of Directors is regularly assessed by the Board in light of the interests disclosed by Directors. Details of the Directors interests, positions associations and relationships are provided in the Annual Reports and Company website. (c) The Board Charter provides for the determination of the Directors’ terms and requires the length of service of each Director to be disclosed. The length of service of each Director is provided in the Directors Report onpage 4-5 of the 2021 Annual Report.
Recommendation 2.4 A majority of the board of a listed entity should be independent directors. Not complying	The Board Charter requires that where practical the majority of the Board will be independent. Due to the size and nature of the existing Board and the magnitude of the Company’s operations the Company currently has no independent directors. Details of each Director’s independence are provided in the Annual Reports and Companywebsite.
Recommendation 2.5 The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. Not complying	The Board Charter provides that where practical, the Chairman of the Board will be a non-executive director. Due to the size and nature of the existing Board and the magnitude of the Company’s operations the Company currently has no independent directors
Recommendation 2.6 A listed entity should have a program for inducting new directors and providing appropriate professional development opportunities for continuing directors to develop and maintain the skills and knowledge needed to perform their role as a director effectively. Complying	The Board Charter states that a specific responsibility of the Board is to procure appropriate professional development opportunities for Directors. The Board is responsible for the approval and review of induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities.
Principle 3: Act ethically and responsibly
Recommendation 3.1 A listed entityshould articulate and disclose its values. Complying	The Board Charter states and articulates the company values.

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CORPORATE GOVERNANCE STATEMENT

Principles And Recommendations	Comply	Explanation	Explanation
Recommendation 3.2	Complying	(a)	The Corporate Code of Conduct applies to the Company’s
A listed entity should:			directors, senior executives and employees.
(a) have a code of conduct for its directors, senior		(b)	The Company’s Corporate Code of Conduct can be found on the
executives and employees; and			Company’s website.
(b) disclose that code or a summaryof it.
Recommendation 3.3	Complying	(a)	The company has a disclosed whistle blower policy.
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 thatpolicy.
Recommendation 3.4	Complying	(a)	The Company has disclosed its anti-bribery and corruption policy.
A listed entity should:
(a) have and disclose an anti-bribery and corruption
policy; and
(b) ensure that the board or committee of the board is
informed of anymaterial breaches of thatpolicy.
Principle 4: Safeguard integrity in financial reporting
Recommendation 4.1	Part-	(b)	Due to the size and nature of the existing Board and the
The board of a listed entity should:	Complying		magnitude of the Company’s operations the Company currently
(a) have an audit committee which: (i) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and (ii) is chaired by an independent director, who is not the chair of the board, and disclose: (iii) the charter of the committee; (iv) the relevant qualifications and experience of the members of the committee; and (v) 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			has no separate Audit and Risk Committee. Pursuant to Clause 4(h) of the Company’s Board Charter, the full Board carries out the duties that would ordinarily be assigned to the Audit and Risk Committee under the written terms of reference for that committee. The role and responsibilities of the Audit and Risk Committee are outlined in Annexure B of the Company’s Corporate Governance Plan available online on the Company’s website. The Board devote time at annual board meetings to fulfilling the roles and responsibilities associated with maintaining the Company’s internal audit function and arrangements with external auditors. All members of the Board are involved in the Company’s audit function to ensure the proper maintenance of the entity and the integrity of all financial reporting.
(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 financial reporting,
including the processes for the appointment and
removal of the external auditor and the rotation of the
audit engagementpartner.
Recommendation 4.2	Complying	The Company’s Corporate Governance Plan states that a duty and
The board of a listed entity should, before it approves the		responsibility of the Board is to ensure that before approving the entity’s
entity’s financial statements for a financial period, receive		financial statements for a financial period, the CEO and CFO have
from its CEO and CFO a declaration that the financial records		declared that in their opinion the financial records of the entity have
of the entity have been properly maintained and that the		been	properly maintained and that the financial statements comply with
financial statements comply with the appropriate accounting		the appropriate accounting standards and give a true and fair view of
standards and give a true and fair view of the financial position		the financial position and performance of the entity and that the opinion
and performance of the entity and that the opinion has been		has been formed on the basis of a sound system of risk management
formed on the basis of a sound system of risk management		and internal control which is operating effectively.
and internal control which is operatingeffectively.
Recommendation 4.3	Complying	The Company’s Corporate Governance Plan provides that the Board
A listed entity that has an AGM should ensure that its external		must	ensure the Company’s external auditor attends its AGM and is
auditor attends its AGM and is available to answer questions		available to answer questions from security holders relevant to the
from securityholders relevant to the audit.		audit.

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Principles And Recommendations Comply	Explanation
Principle 5: Make timely and balanced disclosure
Recommendation 5.1 Complying	(a) The Company’s Continuous Disclosure Policy details the
A listed entity should:	Company’s disclosure requirements as required by the ASX
(a) have a written policy for complying with its continuous	Listing Rules and other relevant legislation.
disclosure obligations under the Listing Rules; and	(b) The Company’s Continuous Disclosure Policy is detailed in
(b) disclose that policy or a summary of it.	Schedule C of the Corporate Governance Plan available on the Companywebsite.
Recommendation 5.2 Complying	(a) The company has disclosed this in the within its continuous
A listed entity should ensure that its board receives copies	disclosure policy.
of all material market announcements promptly after they
have been made
Recommendation 5.3 Complying	(a) The company has disclosed this in the within its continuous
A listed entity that gives a new and substantive investor	disclosure policy.
or analyst presentation should 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 Complying	Information about the Company and its governance is available in the
A listed entity should provide information about itself and its	Corporate Governance Plan which can be found on the Company’s
governance to investors via its website.	website.
Recommendation 6.2 Complying	The Company has adopted a Shareholder Communications Strategy
A listed entity should design and implement an investor	which aims to promote and facilitate effective two-way communication
relations program to facilitate effective two-way	with investors. The Shareholder Communications Strategy outlines a
communication with investors.	range of ways in which information is communicated to shareholders.
Recommendation 6.3 Complying	The Shareholder Communication Strategy states that as a part of the
A listed entity should disclose the policies and processes it	Company’s developing investor relations program, Shareholders can
has in place to facilitate and encourage participation at	register with the Company Secretary to receive email notifications of
meetings of security holders.	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 EGMs 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.
Recommendation 6.4 Complying	The Company ensures that all resolutions are passed at a meeting of
A listed entity should ensure that all substantive	security holder’s via a poll.
resolutions at a meeting of security holders are decided
byapoll rather than bya show of hands.
Recommendation 6.5 Complying	Security holders can register with the Company to receive email
A listed entity should give security holders the option to	notifications when an announcement is made by the Company to the
receive communications from, and send communications to,	ASX.
the entity and its security registry electronically.	Shareholders queries should be referred to the Company Secretary at
	first instance.

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CORPORATE GOVERNANCE STATEMENT

Principles And Recommendations	Comply	Explanation	Explanation
Principle 7: Recognise and manage risk
Recommendation 7.1	Part-	(b)	Due to the size and nature of the existing Board and the
The board of a listed entity should:	Complying		magnitude of the Company’s operations the Company currently
(a) have a committee or committees to oversee risk, each of which:			has no Audit and Risk Committee. Pursuant to Clause 4(h) of the Company’s Board Charter, the full Board currently carries out the
(i) has at least three members, a majority of whom are independent 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 number of times the committee met throughout the period and the individual attendances of the members at those meetings; or			duties that would ordinarily be assigned to the Audit and Risk Committee under the written terms of reference for that committee. The role and responsibilities of the Audit and Risk Committee are outlined in Annexure B of the Company’s Corporate Governance Plan available online on the Company’s website. The Board devote time at annual board meeting to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity’s risk management framework and associated internal compliance and control procedures.
(b) if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the process it
employs for overseeing the entity’s risk management
framework.
Recommendation 7.2	Complying	(a)	The Company process for risk management and internal
The board or a committee of the board should:			compliance includes a requirement to identify and measure risk,
(a) review the entity’s risk management framework with management at least annually to satisfy itself that it continues to be sound, to determine whether there			monitor the environment for emerging factors and trends that affect these risks, formulate risk management strategies and monitor the performance of risk management systems.
have been any changes in the material business risks the entity faces and to ensure that they remain within			Schedule G of the Corporate Governance Plan is entitled ‘‘Risk Management Policy’ and details the Company’s disclosure
the risk appetite set by the board; and			requirements with respect to the risk management review
(b) disclose in relation to each reporting period, whether such a review has taken place.		(b)	procedure and internal compliance and controls. The Board Charter requires the Board to disclose the number of times the Board met throughout the relevant reporting period,
			and the individual attendances of the members at those
			meetings. Details of the meetings will be provided in the
			Company’s Annual Report.
Recommendation 7.3	Complying	(b)	Annexure B of the Company’s Corporate Plan provides for the
A listed entity should disclose:			internal audit function of the Company. The Board Charter
(a) if it has an internal audit function, how the function is			outlines the monitoring, review and assessment of a range of
structured and what role it performs; or			internal audit functions and procedures.
(b) if it does not have an internal audit function, that fact
and the processes it employs for evaluating and
continually improving the effectiveness of its risk
management and internal controlprocesses.
Recommendation 7.4	Complying	Schedule G of the Company’s Corporate Plan details the Company’s
A listed entity should disclose whether, and if so how, it has		risk	management systems which assist in identifying and managing
regard to economic, environmental and social sustainability		potential or apparent business, economic, environmental and social
risks and, if it does, how it manages or intends to manage		sustainability risks (if appropriate). Review of the Company’s risk
those risks.		management framework is conducted at least annually by the Board
		who	assess the efficiency and effectiveness of the Company’s risk
		management framework and associated internal compliance and
		control procedures.

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Principles And Recommendations Comply Explanation Principle 8: Remunerate fairly and responsibly

Recommendation 8.1	Part-	(b) Due to the size and nature of the existing board and the magnitude
The board of a listed entity should:	Complying	of the Company’s operations the Company currently has no
(a) have a remuneration committee which:		Remuneration Committee. Pursuant to clause 4(h) of the
(i) has at least three members, a majority of whom		Company’s Board Charter, the full Board currently carries out the
are independent directors; and (ii) is chaired by an independent director,		duties that would ordinarily be assigned to the Remuneration Committee under the written terms of reference for that
and disclose:		committee.
(iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and		The role and responsibilities of the Remuneration Committee are outlined in Annexure C of the Company’s Corporate Governance Plan available online on the Company’s website. The Board devote time at annual board meetings to fulfilling the roles and responsibilities associated with setting the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive.
senior executives and ensuring that such remuneration
is appropriate and not excessive.
Recommendation 8.2	Complying	The Company’s Corporate Governance Plan requires the Board to
A listed entity should separately disclose its policies and		disclose its policies and practices regarding the remuneration of non-
practices regarding the remuneration of non-executive		executive, executive and other senior directors.
directors and the remuneration of executive directors and		The remuneration of the directors is disclosed in Section 13.3 of the
other senior executives and ensure that the different roles and		Directors Report on page 11 of the 2021 Annual Report.
responsibilities of non-executive directors compared to
executive directors and other senior executives are reflected
in the level and composition of their remuneration.
Recommendation 8.3	Complying	(a) Company’s Corporate Governance Plan states that the Board is
A listed entity which has an equity-based remuneration		required to review, manage and disclose the policy (if any) on
scheme should:		whether participants are permitted to enter into transactions
(a) have a policy on whether participants are permitted to enter into transactions (whether through the use of		(whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme. The Board must
derivatives or otherwise) which limit the economic risk		review and approve any equity-based plans.
of participating in the scheme; and		(b) A copy of the Company’s Corporate Governance Plan is
(b) disclose thatpolicyor a summaryof it.		available on the Company’s website.

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Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Southern Hemisphere Mining Limited

ABN/ARBN 17 140 494 784	Financial year ended:
17 140 494 784	30 June 2021

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

These pages of our ☐ annual report: This URL on our ☒ https://www.shmining.com.au/investor-centre/corporate-profile/ website:

The Corporate Governance Statement is accurate and up to date as at [insert effective date of statement] and has been approved by the board.

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

Date: 29 September 2021 Name of authorised officer Luke Abbott authorising lodgement: Company Secretary

==> picture [193 x 65] intentionally omitted <==

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

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

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

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

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

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

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

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	☒ and we have disclosed a copy of our board charter at: SUH_-Corporate_Governance-_adopted_30_June_2020.pdf (shmining.com.au)	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	☒ Disclosedin our Corporate Governance Statement attached to this appendix	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	☒Disclosedin our Corporate Governance Statement attached to this appendix	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	☒Disclosedin our Corporate Governance Statement attached to this appendix	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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

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

Page 2

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.5	A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.	☒ and we have disclosed a copy of our diversity policy at: https://www.shmining.com.au/wp-content/uploads/2021/02/SUH_- Corporate_Governance-_adopted_30_June_2020.pdf and we have disclosed the information referred to in paragraph (c) at: in our Corporate Governance Statement attached to this appendix and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period.	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a) at: in our Corporate Governance Statement attached to this appendix and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: in our Corporate Governance Statement attached to this appendix	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 3

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

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

Page 4

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://www.shmining.com.au/wp-content/uploads/2021/02/SUH_- Corporate_Governance-adopted_30_June_2020.pdf and the information referred to in paragraphs (4) and (5) at: in our Corporate Governance Statement attached to this appendix [_If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a nomination committee and the processes we employ 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 at: in our Corporate Governance Statement attached to this appendix	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	☒ and we have disclosed our board skills matrix at: in our Corporate Governance Statement attached to this appendix	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	☒ and we have disclosed the names of the directors considered by the board to be independent directors at: In the 2021 Annual report and, where applicable, the information referred to in paragraph (b) at: In the 2021 Annual report and the length of service of each director at: in the 2021 Annual report	☐ set out in our Corporate Governance Statement

Page 5

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
2.4	A majority of the board of a listed entity should be independent directors.	☐	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	☐	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	☒in our Corporate Governance Statement attached to this appendix	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒ and we have disclosed our values at: Disclosedin our Corporate Governance Statement attached to this appendix	☐ set out in our Corporate Governance Statement
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	☒ and we have disclosed our code of conduct at: in our Corporate Governance Statement attached to this appendix	☐ set out in our Corporate Governance Statement
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	☒ and we have disclosed our whistleblower policy at: https://www.shmining.com.au/wp-content/uploads/2021/09/SUH-Corpo Governance-adopted-30-June-2020.pdf	☐ set out in our Corporate Governance Statement
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy.	☒ and we have disclosed our anti-bribery and corruption policy at: https://www.shmining.com.au/wp-content/uploads/2021/09/SUH-Corpo Governance-adopted-30-June-2020.pdf	☐ set out in our Corporate Governance Statement

Page 6

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	☐ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: and the information referred to in paragraphs (4) and (5) at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner at: in our Corporate Governance Statement attached to this appendix	☒ set out in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	☒in our Corporate Governance Statement attached to this appendix	☐ set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	☒https://www.shmining.com.au/wp-content/uploads/2021/09/SUH- Corporate-Governance-adopted-30-June-2020.pdf	☐ set out in our Corporate Governance Statement

Page 7

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

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

Page 8

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
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.	☒Disclosedin our Corporate Governance Statement attached to this appendix	☐ set out in our Corporate Governance Statement
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework at: Disclosedin our Corporate Governance Statement attached to this appendix	☐ set out in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	☒ and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at: Disclosedin our Corporate Governance Statement attached to this appendix	☐ set out in our Corporate Governance Statement

Page 9

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	☒ [If the entity complies with paragraph (a):] and we have disclosed how our internal audit function is structured and what role it performs at: Disclosedin our Corporate Governance Statement attached to this appendix [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	☒ and we have disclosed whether we have any material exposure to environmental and social risks at: Disclosedin our Corporate Governance Statement attached to this appendix and, if we do, how we manage or intend to manage those risks at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

Page 10

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

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

Page 11

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

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

Page 12

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	☐ and we have disclosed the terms governing our remuneration as manager of the entity at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

Page 13

ASX Listing Rules Appendix 4G (current at 17/7/2020)