SPACETALK LTD — Governance Information 2023

Sep 28, 2023

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

	SPACETALK LTD.
ABN/ARBN		Financial year ended:
93 091 351 530		30 June 2023
		Our corporate governance statement1 for the period above can be found at:2
☐	These pages of ourannual report:
☒	This URL on our

The Corporate Governance Statement is accurate and up to date as at 29 September 2023 and has been approved by the board.

website: https://investors.spacetalkwatch.com/corporate-governance/

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

Date: 29 September 2023

Kim Clark

Company Secretary

See notes 4 and 5 below for further instructions on how to complete this form.

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.

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons 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 settingout:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management.	☒and we have disclosed a copy of our board charterat:https://investors.spacetalkwatch.com/corporate-governance/	☐set outin our Corporate Governance Statement OR☐we arean externally managed entityand this recommendationis therefore not applicable
1.2	A listed entity should:(a)undertake appropriate checks before appointing a director orsenior executive or putting someone forward for election asa director; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
1.3	A listed entity should have a written agreement with each directorand senior executive setting out the terms of their appointment.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
1.4	The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do withthe proper functioning of the board.	☒	☐set outin our Corporate GovernanceStatement OR☐weare an externally managed entity and this recommendationis 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.

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons 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 boardsetmeasurable objectives for achieving gender diversity in thecomposition of its board, senior executives and workforcegenerally;and(c)disclose in relation to each reporting period:(1)the measurable objectives set forthat period toachievegender diversity;(2)the entity's progress towards achieving thoseobjectives;and(3)either:(A) the respective proportions of men and womenon the board, in senior executive positions andacross the whole workforce (including how theentity has defined "senior executive" for thesepurposes); or(B) if the entity is a "relevant employer" under theWorkplace Gender Equality Act, the entity'smost recent "Gender Equality Indicators", asdefined in and published under that Act.If the entity was in the S&P / ASX 300 Index at thecommencement of the reporting period, the measurable objectivefor achieving gender diversity in the composition of its boardshould be to have not less than 30% of its directors of eachgender within a specified period.	☐and we have disclosed a copy of our diversity policy at:https://investors.spacetalkwatch.com/corporate-governance/and wehave disclosed the information referred to in paragraph (c) in ourCorporate Governance Statement.	☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
1.6	A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; and(b)disclosefor each reporting period whether aperformanceevaluation has been undertakenin accordance with thatprocess during or in respect of that period.	☒and we have disclosed the evaluationprocess referred to inparagraph (a) in our Corporate Governance Statement,and whether a performance evaluation was undertaken for thereporting period in accordance with that process in our CorporateGovernance Statement.	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
1.7	A listed entity should:(a)have and disclose a process for evaluating the performanceof its senior executivesat least once every reporting period;and(b)disclosefor each reporting period whether a performanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period.	☒and we have disclosed the evaluationprocess referred to inparagraph (a) and whether a performance evaluation wasundertaken for the reporting period in accordance with that processin our Corporate Governance Statement.	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons 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 areindependent 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 endof each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a nomination committee, disclose thatfact and the processes it employs to address boardsuccession issues and to ensure that the board has theappropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge itsduties and responsibilities effectively.	☒and we have disclosed a copy of the charter of the committee at:https://investors.spacetalkwatch.com/corporate-governance/and the information referred to in paragraphs (4) and (5) in theAnnual Report.and we have disclosed the fact that we do not have a nominationcommittee and the processes we employ to address boardsuccession issues and to ensure that the board has the appropriatebalance of skills, knowledge, experience, independence anddiversity to enable it to discharge its duties and responsibilitieseffectively at:……………………………………………………………………………	set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.2	A listed entity should have and disclose a board skills matrixsetting out the mix of skills that the board currently has or islooking to achieve in its membership.	☒and we have disclosed our boardskills matrix at:https://investors.spacetalkwatch.com/corporate-governance/……………………………………………………………………………	☐set outin our Corporate Governance Statement OR☐we are an externally managed entityand this recommendationis therefore not applicable
2.3	A listed entity should disclose:(a)the names of the directors considered by the board to beindependent directors;(b)if a director has an interest, position, affiliation orrelationship of the type described in Box2.3 but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,positionor relationship in question and an explanation ofwhy 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 theboard to be independentdirectorsin our Corporate GovernanceStatement, and, where applicable, the information referred to inparagraph (b) in our Corporate Governance Statement, and thelength of service of each director in our Corporate GovernanceStatement.	☐set outin our Corporate Governance Statement

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
2.4	A majority ofthe board of a listed entity should be independentdirectors.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.5	The chair of the board of a listed entity should be anindependent director and, in particular, should not be the sameperson as the CEO of the entity.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.6	A listed entity should have a program for inducting newdirectors and for periodically reviewing whether there is a needfor existing directors to undertake professional development tomaintain the skills andknowledge needed to perform their roleas directors effectively.	☐	☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
	PRINCIPLE 3 – INSTIL A CULTUREOF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒and we have disclosed our values at:https://investors.spacetalkwatch.com/corporate-governance/	☐set outin 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 boardor a committee of the boardisinformed ofany material breachesofthat code.	☒and we have disclosed our codeof conduct at:https://investors.spacetalkwatch.com/corporate-governance/	☐set outin 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 isinformed of any material incidents reported under thatpolicy.	☒and we have disclosed our whistleblower policy at:https://investors.spacetalkwatch.com/corporate-governance/	☐set outin 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 theboard isinformed of any material breaches of that policy.	☒and we have disclosed our anti-bribery and corruption policy at:https://investors.spacetalkwatch.com/corporate-governance/	☐set outin our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons 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 nonexecutive directors and a majority of whom areindependent directors; and(2)is chaired by an independent director, who is notthe chair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of themembers of the committee; and(5)in relation to each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verifyand safeguard the integrity of its corporate reporting,including the processes for the appointment and removalof the external auditor and the rotation of the auditengagement partner.	☒and we have disclosed a copy of the charter of the committee at:https://investors.spacetalkwatch.com/corporate-governance/and the information referred to in paragraphs (4) and (5)in theAnnual Report.	☐set outin our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves theentity's financial statements for a financial period, receive fromits CEO and CFO a declaration that, in their opinion, thefinancial records of the entity have been properly maintainedand that the financial statements comply with the appropriateaccounting standards and give a true and fair view of thefinancial position and performance of the entity and that theopinion has been formed on the basis of a sound system of riskmanagement and internal control which is operating effectively.	☒	☐set outin our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrityof anyperiodiccorporate report it releases to the marketthat isnot audited or reviewed by an external auditor.	☒	☐set outin our Corporate Governance Statement

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
	PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity shouldhave and disclose a written policy forcomplying with its continuous disclosure obligations underlisting rule3.1.	☒and we have disclosed our continuous disclosure compliance policyat:https://investors.spacetalkwatch.com/corporate-governance/	☐set outin our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of allmaterial market announcements promptly after they have beenmade.	☒	☐set outin our Corporate Governance Statement
5.3	A listed entity that gives a newand substantiveinvestor oranalyst presentation should release a copy of the presentationmaterials on the ASX Market Announcements Platform aheadof the presentation.	☒	☐set outin our Corporate Governance Statement
	PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and itsgovernance to investors via its website.	☒and we have disclosed information about us and our governance onour website at:https://investors.spacetalkwatch.com/corporate-governance/	☐set outin our Corporate Governance Statement
6.2	A listed entity should have an investor relations program thatfacilitates effective two-way communication with investors.	☒	☐set outin our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitates and encouragesparticipation at meetings of security holders.	☒and we have disclosed how we facilitate and encourage participationat meetings of security holdersin our Corporate GovernanceStatement.	☐set outin our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at ameeting of security holders are decided by a poll rather than bya show of hands.	☒	☐set outin our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically.	☒	☐set outin our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
	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 ofwhich:(1)has at least three members, a majority of whom areindependent 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework.	☒and we have disclosed a copy of the charter of the committee at:https://investors.spacetalkwatch.com/corporate-governance/and the information referred to in paragraphs (4) and (5)in theAnnual Report.	☐set outin our Corporate Governance Statement
7.2	The board or a committee of the board should:(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound andthat the entity is operating with due regard tothe riskappetite set by the board; and(b)disclose, in relation to each reporting period, whethersuch a review has taken place.	☒and we have disclosed whethera review of the entity's riskmanagement framework was undertaken during the reporting periodin our Corporate Governance Statement.	☐set outin our Corporate Governance Statement
7.3	A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs; or(b)if it does not have an internal audit function, that fact andthe processes it employs for evaluating and continuallyimproving the effectiveness of its governance, riskmanagement and internal control processes.	☒and we have disclosed the fact that we do not have an internal auditfunction and the processes we employ for evaluating and continuallyimproving the effectivenessof our risk management and internalcontrol processes in our Corporate Governance Statement.	☐set outin our Corporate Governance Statement

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
7.4	A listed entity should disclose whether it has any materialexposure to environmental or social risks and, if it does, how itmanages or intends to manage those risks.	☒and we have disclosed whether we have any material exposure toenvironmental and social risks in our Corporate GovernanceStatement.and, if we do, how we manage or intend to manage those risks at:……………………………………………………………………………	☐set outin our Corporate GovernanceStatement

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons 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 areindependent 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting the leveland composition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive.	☒and we have disclosed a copy of the charter of the committeeat:https://investors.spacetalkwatch.com/corporate-governance/.and the information referred to in paragraphs (4) and (5)in theAnnual Report.and we have disclosed the fact that we do not have a remunerationcommittee and the processes we employ for setting the level andcomposition of remuneration for directors and senior executives andensuring that such remuneration is appropriate and not excessive:……………………………………………………………………………	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
8.2	A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives.	☒and we have disclosed separately our remuneration policies andpractices regarding the remuneration of non-executive directors andthe remuneration of executive directors and other senior executivesin our Corporate Governance Statement.	☐set outin our Corporate GovernanceStatement OR☐we are an externallymanaged entity and this recommendationis therefore not applicable
8.3	A listed entity which has an equity-based remuneration schemeshould:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it.	☒and we have disclosed our policy on thisissue or a summary of it at:https://investors.spacetalkwatch.com/corporate-governance/	☐set outin our Corporate Governance Statement OR☐we do not have an equity-based remuneration scheme andthis recommendation is therefore not applicableOR☐we are an externally managed entityand this recommendationis therefore not applicable

Spacetalk Ltd (ACN 091 351 530) (Company)

Corporate Governance Statement 2023

The Board of Directors of Spacetalk Ltd. ('Spacetalk' or 'Company') is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of Spacetalk on behalf of the shareholders by whom they are elected and to whom they are accountable. This statement reports on Spacetalk's key governance principles and practices for the period ended 30 June 2023.

This Corporate Governance Statement is current as of 29 September 2023 and has been approved by the Board of the Company on that date.

Spacetalk, as a listed entity, must comply with the Corporations Act 2001 (Cth) ('Corporations Act') and the ASX Limited ('ASX') Listing Rules. The ASX Listing Rules require the Company to report on the extent to which it has followed the Corporate Governance Principles and Recommendations published by the ASX Corporate Governance Council ('Principles and Recommendations').

This statement reports on Spacetalk's governance practices with reference to the recommendations in the fourth edition of the Principles and Recommendations. Where a recommendation has not been followed, that fact is disclosed, together with the reasons for the departure.

The table below summarises the Company's practices against the Principles and Recommendations:
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	Recommendations	Compliance	Comment
1.	Lay solid foundations for management and oversight
1.1	A listed entity should have and disclosea board chartersetting out:(a)the respective roles and responsibilities of its boardand management;and(b)those matters expressly reserved to the board and	Complies	The Board is accountable to the shareholders and investors for the overallperformance of the Company and takes responsibility for monitoring theCompany's business and affairs and setting its strategic direction and overseeingthe Company's financial position.
	those delegated tomanagement.		The Company's Board Chartersets out the specific responsibilities of the Boardand the responsibilities delegated to management.The Board Charter is disclosed on the Company's website
1.2	A listed entity should:(a)undertake appropriate checks before appointing adirector or senior executive, or putting someoneforward for election, as a director;and(b)provide security holders with all material informationin its possession relevant to a decision on whetheror not to elect or re-elect adirector.	Complies	The Company's Board Charterrequiresthat (and the Company has)theCompany undertakebackground checks and to provide security holders with allrelevant informationin respect of the appointment of a director.

1.3	A listed entity should have a written agreement witheach director and senior executive setting out theterms of their appointment.	Complies	The Company's Board Charterwill form the basis of the written agreement between the Company and thedirectors.				requires there to be a letter of appointment which
			The Company has written agreements with all senior executives and directors.
1.4	The company secretary of a listed entity should beaccountable directly to the Board, through the chair,on all matters to do with the proper functioning of theBoard.	Complies	The Company Secretary is accountableon all matters to do with the proper functioning of the			Board.	directly to the Board, through the chair,
1.5	A listed entity should:(a)have and disclose a diversity policy;(b)through its board or a committee of the board setmeasurable objectives for achieving genderdiversity in the composition of its board, seniorexecutives and workforce generally; and(c)disclose in relation to each reporting period:(1)the measurable objectives set for that period toachieve gender diversity;(2)the entity's progress towards achieving thoseobjectives; and(3)either:A)the respective proportions of men andwomen on the board, in senior executivepositions and across the whole workforce(including how the entity has defined"senior executive" for these purposes); orB)if the entity is a "relevant employer" under theWorkplace Gender Equality Act, the entity'smost recent "Gender Equality Indicators", asdefined in and published under that Act.	Does not Comply	The Company has established a diversity policy and a summary of the policy isavailable on the Company's website.At this stage however, due to the limited size of the Company and scale of itsoperations, the Board has not established measurable objectives for achievinggender diversity. The policy does not include requirements for the board toestablish and annually assess measurable objectives and the progress towardsachieving gender diversity.As at 30 Juneorganisation, in senior executive positions and on the board is as follows:OrganisationSenior Executives*Board	Men2585	Women1620	Total41105	2023, the proportion of men and women employees in the% of Women39%20%0%
	If the entity was in the S&P / ASX 300 Index at thecommencement of the reporting period, the measurableobjective for achieving gender diversity in the compositionof its board should be to have not less than 30% of itsdirectors of each gender within a specified period.

1.6	A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of the Board, itscommittees and individual directors;and(b)disclosefor each reporting period whether aperformance evaluation has been undertaken inaccordance with that process during or in respect ofthat period.	Complies	The Company's Board Charterrequires the Board to be responsible for theevaluation of its performance and its individual directors. An evaluation has beenundertaken during the reporting period.
1.7	A listed entity should:(a) haveanddisclose a processforevaluatingtheperformanceofitsseniorexecutivesat leastonce every reporting period; and(b)disclosefor each reporting period whether aperformanceevaluation has been undertaken inaccordance with that process during or in respect ofthat period.	Complies	The Company's BoardPolicy requires the Board to be responsible for theperformance of senior executives.The performance of senior executives is reviewed regularly by the Board. The Boardconducts performance evaluations which involve an assessment of each seniorexecutive's performance against specific and measurable qualitative andquantitative performance criteria. The performance criteria against which seniorexecutives are assessed is aligned with the financial and non-financial objectives ofSpacetalk.The performance evaluation processes have been undertaken within thereporting period ending on 30 June 2023 in accordance with the prescribedprocess.
2.	Structure of the Board to be effective and add value
2.1	The Board of a listed entity should:(a)have a nomination committeewhich:	Complies	Due to the size, complexity and nature of the Company, the Board has acombined remuneration and nomination committee.
	(1)has at least three members, a majority of whomare independent directors;and(2)is chaired by an independent director,and disclose:		It has three members with each member beingindependent. The Committee ischaired by Mr Saurabh Jainwho is an independent directornon-executivedirector.
	(3)the charter of thecommittee;		The Board has a charter for the committee which is disclosed on the Company's
	(4)the members of the committee;and		website.
	(5)as at the end of each reporting period, thenumber of times the committee met throughoutthe period and the individual attendances of themembers at those meetings;or		At the end of each reporting period the Board reports on the number of timesthe committee met throughout the period and the individual attendances of themembers at those meetings in its AnnualReport.
	(b) if it does not have a nomination committee, disclosethat fact and the processes it employs to address

	board succession issues and to ensure that theboard has the appropriate balance of skills,knowledge, experience, independence and diversitytoenableittodischargeitsdutiesandresponsibilitieseffectively.
2.2	A listed entity should have and disclose a board skillsmatrix setting out the mix of skills and that the boardcurrently has or is looking to achieve in its membership.	Complies		The Board Charter	The Company has a skills matrix which is disclosed on the Company's website.requires the Board to ensure on an ongoing basis that theBoard maintains the skills and diversity required for the overall operation,strategic direction, leadership and integrity of the Company.
2.3	A listed entity should disclose:(a)the names of the directors considered by the boardto be independentdirectors;(b)if a directorhasaninterest,position,affiliation orrelationship of the type described in Box 2.3 but theboard is of the opinion that it does not compromisethe independence of the director, the nature of theinterest, position or relationship in question and anexplanation of why the board is of that opinion; and(c)the length of service of each director.	Complies		position to exercise independent judgment.Recommendations.The Company	The Company recognises independent Directors are important in assuringshareholders the Board is properly fulfilling its role and is diligent in holdingsenior management accountable for its performance.each of the directors against specific criteria to decide whether they are in aIn making this assessment, the Board considers all relevant facts andcircumstances. Relationships that the Board will take into consideration whenassessing independence include those set out in Box 2.3 - Factors relevant toassessing the independence of a director of the Principles anddiscloses the names of the directors that the Board considers tobe independent, and the interests of each director, as well as the length ofservice of each director in its Annual Report each year.	The Board assesses
2.4	A majority of the board of a listed entity shouldbe independent directors.	Complies	director	as follows	The Board comprised of five independent directors and oneduring the period ending on 30 June 2023.	non-independent
				Name	Position	Independent
				Simon Crowther	CEO&ManagingDirector	No
				Martin Pretty	Non-Executive Director	Yes
				Brandon Gien	Non-Executive Director	Yes
				Saurabh Jain	Non-Executive Director	Yes
				George Chmiel	Non-Executive Director& Chairman	Yes
				Michael Rann	Non-Executive Director	Yes

2.5	The chair of the Board of a listed entity should be anindependent director and, in particular, should not bethe same person as the CEO of the entity.	Complies	The Chair of the Board is Mr Georg Chmiel, an independent, non-executivedirector.
2.6	A listed entity should have a program for inducting newdirectorsand for periodically reviewing whether thereis a need for existing directors to undertakeprofessional development to maintain the skills andknowledge needed to perform their role as directorseffectively.	Does not comply	The Board considers that, at this stage of the Company's development, it isappropriate that the induction program for new Directors be conducted on an informalbasis.The Company does provide appropriate professional development opportunities forDirectors to develop and maintain the skills and knowledge needed to perform theirrole as Directors effectively.Directors are also encouraged to undertake independentprofessional development.
3.	Instil a culture of acting lawfully, ethically and responsibly
3.1	A listed entity shouldarticulate and disclose its values.	Complies	The Company has a Statement of Values which is disclosed on its website ,
3.2	A listed entity should:(a)have and disclose a code of conduct for itsdirectors, senior executives and employees; and(b)ensure that the board or a committee of theboard is informed of any material branches ofthat code by a director or senior executive; andany other material breaches of that code that call intoquestion the culture of the organisation.	Complies	The Company has adopted acode of conduct which is available on theCompany's website.The Board endeavours to ensure that the Directors, officers, executivesandemployees of the Company act with integrity and observe the highest standardsof behaviour and business ethics in relation to their corporate activities.Senior managers are expected to ensure that employees, contractors,consultants, agents and partners under their supervision are aware of theCompany's expectationsin respect to the code of conduct.
3.3	A listed entity should:(a)have and disclose a whistleblower policy; and(b)ensure that the board or a committee of theboard is informed of any material incidentsreported under that policy.	Complies	A Whistleblower policy has been adopted which is available on the Company'swebsite.The Whistleblower policy has been established to encourage employees toreport any unlawful, unethical or irresponsible behaviour with protection fromretaliation or victimisation.The policy provides for the reporting of material incidents under the policy to be

			reported to the Board.
3.44.	A listed entity should:(a)have and disclose an anti-bribery and corruptionpolicy; and(b)ensure that the board or committee of the boardis informed of any material breaches of thatpolicy.Safeguard the integrity of corporate reports	Complies	The Company has an Anti-bribery and Corruption policy which is disclosed onthe Company's website.The policy provides for the reporting of material incidents under the policy to bereported to the Board and operatively this is reported on at each Board meeting.
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 nonexecutive directors and a majority of whom areindependent directors;and(2)is chaired by an independent director, who is notthe chair of the Board,anddisclose:(3) the charter of thecommittee;(4) the relevant qualifications and experience ofthe members of the committee;and(5) in relation to each reporting period, the numberoftimes the committee met throughout theperiod and the individual attendances of themembers at those meetings;or(b)if it does not have an audit committee, disclose thatfactandtheprocessesitemploysthatindependently verify and safeguard the integrity ofits corporate reporting, includingthe processes fortheappointment and removal of the external auditorand the rotation of the audit engagementpartner.	Complies	Due to the size and nature of the Company, the Board has a combined audit andrisk committeewhichcomprises three members of whomall areindependent.The Committee members are all independent including the chair of thecommittee, Mr Martin Pretty.The Company is satisfied that, given the size and nature of the Company, andexperience of the directors, the composition of the Committee is acceptable.The board committee has a charterwhich is available on the Company's website.The relevant qualifications and experience of the members is set out intheCompany's Annual Report each year.At the end of each reporting period the Board reports on the number of times thecommittee met throughout the period and the individual attendances of themembers at those meetings in the Company's AnnualReport.

4.2	The Board of a listed entity should, before it approvesthe entity's financial statements for a financial period,receive from its CEO and CFO a declaration that, in theiropinion, the financial records of the entity have beenproperly maintained and that the financial statementscomply with the appropriate accounting standards andgive a true and fair view of the financial position andperformance of the entity and that the opinion has beenformed on the basis of a sound system of riskmanagement and internal control which is operatingeffectively.	Complies	The Board, undertakes as part of its risk management and reporting function, tomonitor and appraise the Company's financial performance including providingthe approval of annual and half year financial reports.The CEO and CFO provide each reporting period the declaration required bysection 295A of the Corporations Act 2001 (Cth).
4.3	A listed entity should disclose its process to verify theintegrity of any periodic corporate report it releases to themarket that is not audited or reviewed by an externalauditor.	Complies	The Company has implemented a process whereby all periodic corporate reportsthat are not subject to external audit processes are prepared and reviewed initiallyby the management team with the Audit and Governance Committee thenundertaking a secondary review of the reporting and content prior to submission tothe Board for approval.
5.	Make timely and balanced disclosure
5.1	A listed entity shouldhave and disclose a written policyfor complying with its continuous disclosure obligationsunder listing rule 3.1.	Complies	The Company has a written policy for complying with its continuous obligationsunder the Listing Rules. The policy is disclosedonthe Company's website.
5.2	A listed entity should ensure that its board receivescopies of all material market announcements promptlyafter they have been made.	Complies	The Company ensures that its board receives copies of all material marketannouncements promptly after they have been made.
5.3	A listed entity that gives a new and substantive investoror analyst presentation should release a copy of thepresentationmaterialsontheASXMarketAnnouncements Platform ahead of the presentation.	Complies	The Company ensures that all new and substantive investor or analystpresentations are released to the ASX ahead of the presentation.
6.	Respect the rights of security holders
6.1	A listed entity should provide information about itselfand its governance to investors via its website.	Complies	The Company's websitecontains information about the company and itsgovernance
6.2	A listed entity should have an investor relationsprogramthatfacilitateseffectivetwo-waycommunication with investors.	Complies	The Company's website allows investors to communicate with the Company.Inaddition, all market releases contain contact information to further facilitateinvestor communication with the Company.

6.3	A listed entity should disclose how it facilitates andencourages participation at meetings of securityholders.	Complies	Shareholders are encouraged to attend general meetings and to participate inthose meetings. In the event that shareholders cannot attend general meetings,they are encouraged to submit questions to the Board and Management inadvance of the meeting.TheCompany's policy of communication with shareholders is disclosed on its
			website.
6.4	A listed entity should ensure that all substantiveresolutions at a meeting of security holders are decidedby a poll rather than by a show of hands.	Complies	The Company ensures that all substantive resolutions at a meeting of securityholders are decided by a poll rather than by a show of hands
6.5	A listed entity should give security holders the option toreceivecommunicationsfrom,andsendcommunications to, the entity and its security registryelectronically.	Complies	The Company gives security holders the option to receive communications from,and to send communication to it and its security registry electronically.
7.	Recognise and manage risk
7.1	The Board of a listed entity should:(a)have a committee or committees to oversee risk,each ofwhich:(1)has at least three members, a majority of whomare independent directors;and(2)is chaired by an independent director,and disclose:(3)the charter of thecommittee;(4)the members of the committee; and(5)as at the end of each reporting period, thenumber of times the committee met through theperiod and the individual attendances of themembers at those meetings; or(b) if it does not have a risk committee or committees thatsatisfy (a) above, disclose that the fact and theprocesses it employs for overseeing the entity's riskmanagement framework.	Complies	Due to the size and nature of the Company, the Board has a combined audit andrisk committee.The Committee members are all independent including the Chair of thecommittee, Mr Martin Pretty.The committee has a charter which is disclosed on its website.At the end of each reporting period the Company discloses the number of timesthe committee met throughout the period and the individual attendances of themembers at those meetings in its Annual Report.

7.2	The Board or a committee of the Board should:(a)review the entity's risk management framework atleast annually to satisfy itself that it continues to besound,and that the entity is operating with dueregard to the risk appetite set by the board; and(b)disclose, in relation to each reporting period,whether such a review has takenplace.	Complies	The Audit and Risk Committee reviews the Company's risk managementframework at least annually to satisfy itself that it continues to be sound and thatthe entity is operating with due regard to the risk appetite set by the board.The Company confirms that this review has occurred during the reporting periodending on 30 June 2023.
7.3	A listed entity should disclose:(a)if it has an internal audit function, how the functionis structured and what role it performs;or(b)if it does not have an internal audit function, that factand the processes it employs for evaluating andcontinually improving the effectiveness of itsgovernance,risk management and internal controlprocesses.	Complies	The Company does not have an internal audit function. The Company's Auditand Risk Committee in conjunction with executive management review andoversee the operation of systems of risk management in order to ensure thatrisks are identified and managed properly.
7.4	A listed entity should disclose whether it has any materialexposure to environmental and social risks and, if itdoes, how it manages or intends to manage those risks.	Complies	The Company is not exposed to environmental and social risks.
8.	Remunerate fairly and responsibly
8.1	The Board of a listed entity should:(a)have a remuneration committeewhich:(1)has at least three members, a majority of whomare 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, thenumber of times the committee me through theperiod and the individual attendances of themembers at those meetings; or	Complies	The Board has a Remuneration and Nomination Committeeand comprises ofthree independentmembers. The Chair of the Committee, Mr Saurabh Jain, isandindependentnon-executive director.The Committee has a charter which is disclosed on the Company's website.The relevant qualifications and experience of the members is set out in theCompany's Annual Report.At the end of each reporting period the Board reports on the number of times theCommittee met throughout the period and the individual attendance of themembers at those meetings in its Annual Report.

	(b)if it does not have a remuneration committee,disclose that fact and the processes it employs forsetting the level and composition of remunerationfor directors and senior executives and ensuringthat such remuneration is appropriate and notexcessive.
8.2	A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executivedirectors and the remuneration of executive directorsand other senior executives.	Complies	The policies and practices for remuneration of executive and non-executivedirectors are disclosed in the Company's Annual Report. The Company's BoardCharter requires the Board to be responsible for remuneration policies andpractices for non-executive directors, executive directors and other seniorexecutives.The Board Charter is disclosed on the Company's website.
8.3	A listed entity which has an equity-basedremuneration scheme should:(a)have a policy on whether participants are permittedto enter into transactions (whether through the useof derivatives or otherwise) which limit the economicrisk of participating in the scheme;and(b)disclose that policy or a summary ofit.	Complies	The Company has a Share Trading Policy which restricts participants enteringinto transactions which limit the economic risk of participating inthe equity-basedremuneration scheme.The Share Trading Policy is disclosed on the Company's website.