SSH GROUP LTD — Governance Information 2025

Aug 27, 2025

Corporate Governance Statement 28/08/2025

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Corporate Governance
Statement
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ASX: SSH

www.sshgroup.com.au

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Corporate Governance Statement 28/08/2025

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SSH Group Limited - Corporate Governance Statement

ASX Corporate Governance Council’s (CGC) Corporate Governance Principles and Recommendations (P&R) – 4th edition

For the year ended 30 June 2025 and approved by the Board

The Company is committed to high standards of corporate governance designed to enable the Company to meet its performance objectives and better manager its risks.

The Company has adopted a comprehensive governance framework in the form of a formal corporate governance charter together with associated policies, protocols and related instruments.

A full copy of the Company’s corporate governance charter and associated policies, protocols and related instruments is available on the Company’s website under its “Corporate Governance” heading: - https://sshgroup.com.au/corporate governance/

The Company intends to follow the ASX CGC P&R in all respects other than as specifically provided below.

In particular, each of the recommendations of the ASX CGC P&R which will not be followed by the Company and the reasons why they respectively will not be followed, are set out below. The independent Director of the Company is Mr Bruce Lane. When determining the independent status of a Director the Board used the Guidelines detailed in the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations.

Recommendation	Recommendation	Current Practice
1.1	A listed entity should have and disclose a Board	a. Satisfied. Refer to Board Charter in the Corporate
	Charter setting out:	Governance section of the Company’s website.
	a. The respective roles and responsibilities of its	b. The functions reserved for the Board and
	board and management; and	delegated to senior executives have been
	b. Those matters expressly reserved to the	established and are further disclosed in the
	board and those delegated to management.	Annual Report.
1.2	A listed entity should:	a. Satisfied. The Company has guidelines for the
	a. Undertake appropriate checks before	appointment and selection of the Board and
	appointing a director or senior executive, or	senior executives and Directors.
	putting forward to security holders a
	candidate for election, as a director; and	b. The Board provides all material information in
	b. Provide security holders with all material	relation to a decision on whether or not to elect
	information in its possession relevant to a	or re-elect a Director to security holders. The
	decision on whether or not to elect or re-	information is provided in both the ASX
	elect a director	announcement released to the market
		subsequent to the appointment of a new Director
		and in the Notice of Annual General Meeting for
		election and re-election of directors.
1.3	A listed entity should have a written agreement	Satisfied. The Company has written agreements with
	with each director and senior executive setting	each of its Directors and senior executives.
	out the terms of their appointment.
1.4	The company secretary of a listed entity should	Satisfied. This practice is in placeas documented in the
	be accountable directly to the board, through the	Board Charter in the Corporate Governance section of
	chair, on all matters to do with proper	the Company’s website.
	functioning of the board.

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www.sshgroup.com.au

ASX: SSH

Corporate Governance Statement 28/08/2025

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• 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 the board, senior executives and workforce generally;

  • a. Satisfied. Refer to Diversity Policy in the Corporate Governance section of the Company’s website.

  • b. Not satisfied. To drive diversity and inclusion within the Company, the Board has set the following objective: to increase the percentage of women in the business and more specifically, in leadership roles, and actively promote a culture that values diversity, inclusion and flexibility.

• c. Disclose in relation to each reporting period

• The measurable objectives set for that period to achieve gender diversity;

• The entity’s progress towards achieving these objectives; and

• The respective proportions of men and women on the board, in senior executive positions and across the whole workforce.

• c. Given the size of the Board and the nature of the Company's operations, the Board does not presently intend to set measurable gender diversity objectives because the Board believed that doing so would unreasonably restrict the Company's ability to implement its diversity policy as a whole and its policy of appointing staff based on qualifications and merit.

The Board will consider setting measurable objectives as the Company increases in size and complexity.

As of the end of the reporting period, the gender composition of the Company and its operating subsidiaries was as follows:

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Male Female
Board 100% 0%
Senior 33% 66%
Executive
Employees 86% 14%
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• 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 whether performance evaluations were undertaken in accordance with that process for each reporting period.

   - a. Satisfied. Refer to Performance Evaluation Practices in the Corporate Governance section of the Company’s website.
  
   - b. During the year the Company undertook an informal assessment of the Board, its committees and individual directors.
  

• 1.7 A listed entity should:

• a. Have and disclose a process for

  • evaluating the performance of senior management at least once every reporting period; and

• b. Disclose whether performance evaluations were undertaken in accordance with the process.

2.1 A listed entity should have a nomination committee which:

• Consists of at least 3 members, a majority of whom are independent directors;

• a. Satisfied. Refer to Performance Evaluation Practices in the Corporate Governance section of the Company’s website.

• b. Evaluations have been undertaken during the year.

Satisfied. The Company does not presently have a Nomination Committee. However, the Company has adopted a Nomination Committee Charter that

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ASX: SSH

Corporate Governance Statement 28/08/2025

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• Is chaired by an independent director;

provides for the creation of a Nomination Committee (if it is considered it will benefit the Company).

And disclose:

• The charter of the committee;

• The members of the committee

• The number of times the committee met and individual attendance at those meetings

The Company does not presently have a Nomination Committee as the Board considers that the Company will not currently benefit from its establishment. The Board performs the role of the Nomination Committee. This includes ensuring that the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively.

If it does not have a nomination committee disclose that fact and the process it follows to address that role.

• 2.2 A listed entity should have and disclose a board skills matrix setting out the skills that the board currently has or is looking to achieve.

Partially satisfied.

The Company recognises the importance of having an appropriate mix of expertise and experience on its Board and Committees to enable it to effectively discharge its corporate governance and oversight responsibilities. The Board accordingly seeks to achieve a balance in its structure that best reflects the needs of the Company at any particular time.

Appointment to the Board will be dependent on candidates demonstrating an appropriate breadth of experience in a field of expertise that is relevant to the ongoing supervision of the Company’s affairs. This diversity of experience may include a commercial, technical, legal, corporate finance, business development or other background as the Board and management determine as part of its selection processes. The current Board composition addresses these desired skills, with further and full details of each director’s skills and experience noted in the Directors’ Report of the Company’s Annual Report.

Satisfied.

2.3 A listed entity should disclose:

• The names of the directors considered by the board to be independent directors and length of service.

Non-Executive Chairman, Bruce Lane, and NonExecutive Director, Mr Kevin Malaxos, are considered to be independent directors as defined in ASX Guidelines.

• If a director has an interest / association / be independent directors as defined in ASX Guidelines. relationship that meets the factors of assessing independence. The Company's Annual Report discloses the interests

• • The length of service of each director. and length of service of each Director, as at the end of each financial year.

• 2.4 A majority of the board should be independent directors.

Not satisfied.

Non-Executive Chairman, Bruce Lane, and NonExecutive Director, Mr Kevin Malaxos, are considered to be independent directors as defined in ASX Guidelines. Due to the size of the Company and Board, the Company considers the structure of the Board to be appropriate to manage the level of activity of the Company at the current stage. As the Company

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ASX: SSH

Corporate Governance Statement 28/08/2025

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		develops, it will aim to identify and appoint further
		independent directors at the appropriate time.
2.5	The Chair of the Board of a listed entity should be	Satisfied. Bruce Lane is considered to be an
	an independent Director and, in particular,	independent Director/ Chairman as defined by ASX
	should not be the same person as the CEO of the	Guidelines.
	entity.
2.6	A listed entity should have a program for	Satisfied. The Company provides induction materials for
	inducting new directors and for periodically	any new directors. The Company will also review the
	reviewing whether there is a need for existing	need for any continuing professional development
	directors to undertake professional development	programs and procedures for Directors to ensure that
	to maintain the skills and knowledge needed to	they can effectively discharge their responsibilities.
	perform their roles as directors effectively.
3.1	A listed entity should articulate and disclose its	Satisfied. The Statement of Values is available on the
	Statement of Values.	Company’s website in the Corporate Governance
		section.
3.2	A listed entity should:	Satisfied. The Code of Conduct is available on the
	- Have and disclose a code of conduct for its	Company’s website in the Corporate Governance
	directors, senior executives and employees;	section.
	and
	- ensure that the Board is informed of any
	material breaches of that code.
3.3	A listed entity should:	Satisfied. The Whistleblower Policy is available on the
	- have and disclose a Whistleblower Policy;	Company’s website in the Corporate Governance
	and	section.
	- ensure that the Board is informed of any
	material breaches of thatpolicy.
3.4	A listed entity should:	Satisfied. The Anti-Bribery and Corruption Policy is
	- have and disclose an Anti-Bribery and	available on the Company’s website in the Corporate
	Corruption Policy; and	Governance section.
	- ensure that the Board is informed of any
	material breaches of thatpolicy.
4.1	The board of a listed entity should have an	Partially satisfied. As of the end of the reporting period,
	audit committee which:	the Board has a separate Audit and Risk Committee
	- Has at least three members all of whom are	comprising of three members. The Audit Committee is
	non-executive directors and a majority of	comprised of Directors Stefan Finney, and Kevin
	whom are independent directors; and	Malaxos with Chief Financial Officer (CFO), Anna Lane,
		also a member.
	- Is chaired by an independent chair, who is
	not chair of the board.	The Audit and Risk Committee is chaired by
		independent director, Bruce Lane. Bruce Lane is also
	Disclose:	the Chair of the Board.
	- The charter of the committee;
		The Audit and Risk Committee Charter is available on
	- The relevant member qualifications and	the Company’s website in the Corporate Governance
	experience;	Section.
	- The number of times the committee met and	The relevant member qualifications for each member
	individual attendance at those meetings	are reported in the Annual Report.

The Audit and Risk Committee met twice during the period with all members present at the meeting.

If it does not have an audit committee, disclose that fact and the processes it employs that

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www.sshgroup.com.au

ASX: SSH

Corporate Governance Statement 28/08/2025

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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.

The Company has established procedures for the selection, appointment and rotation of its external auditor. The Board was responsible for the initial appointment of the external auditor and continues to be responsible for the appointment of a new external auditor when the vacancy arises. Candidates for the position must demonstrate complete independence from the Company through the engagement period. The Board may otherwise select an external auditor based on criteria relevant to the Company’s business and circumstances.

• 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.

Satisfied.

Prior to approving the Company’s financial statements for a financial period, the Board will receive assurances from each of the Managing Director and the CFO that in their opinion:

• the financial statements of the Company have been properly maintained;

• the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the Company; and

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

4.3	A listed entity should disclose its process to verify	Satisfied. As outlined in the Continuous Disclosure
	the integrity of any periodic corporate report it	Policy available on the Company’s website in the
	releases to the market that is not	Corporate Governance Section.
	audited/reviewed byan external auditor
5.1	A listed entity should have and disclose a written	Satisfied. As outlined in the Continuous Disclosure
	policy for complying with its continuous	Policy available on the Company’s website in the
	disclosure obligations under listing rule 3.1.	Corporate Governance Section.
5.2	A listed entity should:	Satisfied. As outlined in the Continuous Disclosure
	ensure that its board receives copies of all	Policy available on the Company’s website in the
	material market announcements promptly after	Corporate Governance Section.
	theyhave been made.
5.3	A listed entity that gives a new and substantive	Satisfied. As outlined in the Continuous Disclosure
	investor or analyst presentation should release a	Policy available on the Company’s website in the
	copy of the presentation materials on the ASX	Corporate Governance Section.
	market announcement platform ahead of the
	presentation.
6.1	A listed entity should provide information about	Satisfied. Information about the Company and its
	itself and its governance to investors via its	governance is available on the Company's website.
	website.
6.2	A listed entity should design and implement an	Satisfied. As outlined in the Shareholders
	investor relations program to facilitate effective	Communication Policy on the Company’s website in the
	two-way communication with investors.	Corporate Governance Section.
6.3	A listed entity should disclose the policies and	Satisfied. As outlined in the Shareholders
	processes it has in place to facilitate and	Communication Policy on the Company’s website in the
	encourage participation at meetings of security	Corporate Governance Section.
	holders.

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www.sshgroup.com.au

ASX: SSH

Corporate Governance Statement 28/08/2025

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• 6.4 A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by poll rather than by a show of hands.

• 6.5 A listed entity should give security holders the option to receive communications from, and send communication to, the entity and its security registry electronically.

• 7.1 The board of a listed entity should have a committee to oversee risk, which:

• Has at least three members, a majority of whom are independent directors; and

• Is chaired by an independent director,

Satisfied. All substantive resolutions of security holder meetings are decided by a poll rather than a show of hands.

Satisfied. A welcome pack to investors is sent out upon first entering the members’ register. Also refer to the Investor Centre page of the Company’s website and the Shareholders Communication Policy in the Corporate Governance Section.

Partially satisfied. As of the end of the reporting period, the Board has a separate Audit and Risk Committee comprising of three members. The Audit Committee is comprised of Directors Stefan Finney, Kevin Malaxos with Chief Financial Officer (CFO), Anna Lane, also a member.

Disclose:

• The charter of the committee;

• • The members of the committee; and

• The number of times the committee met and individual attendance at those meetings

If it does not have a risk committee, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.

The Audit and Risk Committee is chaired by independent director, Bruce Lane. Bruce Lane is also the Chair of the Board.

The Audit and Risk Committee Charter is available on the Company’s website in the Corporate Governance Section.

The relevant member qualifications for each member are reported in the Annual Report.

The Audit and Risk Committee met twice during the period with all members present at the meeting.

• 7.2 The board or a committee of the board should: - 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 for the risk appetite set by the board;

• Disclose whether such a review has taken place.

7.3 A listed entity should disclose:

• If has an internal audit function, how the function is structured and what role it performs;

• If it does not have an internal audit function, disclose that fact and the process it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.

Satisfied. The Board maintains ongoing oversight of the Company’s risk management framework and considers it a standing priority across its governance processes. While formal reviews occur at regular intervals, including at least annually, risk management is actively discussed throughout the year to ensure the framework remains sound and aligned with the Company’s risk appetite.

Satisfied. The Audit and Risk Committee Charter provides for the Audit and Risk Committee to monitor and periodically review the need for an internal audit function, as well as assess the performance and objectivity of any internal audit procedures that may be in place.

The Company does not presently have an internal audit function, however the Company’s Audit and Risk Committee Charter states that the role of the committee will include assisting the Board in the effective discharge of its governance and oversight responsibilities in relation to various matters including internal and external audit functions.

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ASX: SSH

Corporate Governance Statement 28/08/2025

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Also refer to the Company’s Risk Management and Internal Compliance and Control Policy available on the Company’s website in the Corporate Governance Section.

7.4	The entity should disclose whether it has any	Satisfied. The business sustainability risks have been
	material exposure to economic, environmental	identified in the Business Risks section of the
	and social sustainability risks, and if it does, how	Company’s Annual Report, which includes the
	it manages those risks.	management systems, practices and procedures to
		manage those risks.
8.1	The board of a listed entity should:	Satisfied. The Company does not presently have a
	- have a remuneration committee which has	Remuneration Committee. However, the Company has
	at least three members a majority of whom	adopted a Remuneration Committee Charter that
	are independent directors; and	provides for the creation of a Remuneration Committee
	- Is chaired by an independent director; and	(if it is considered it will benefit the Company).
	Disclose:	The Company does not presently have a Remuneration
	- The charter of the committee;	Committee as the Board considers that the Company
		will not currently benefit from its establishment given
	- The members of the committee; and	the size of the Company. The Board performs the role
		of the Remuneration Committee.
	- The number of times the committee met and
	individual attendance at those meetings
	If it does not have a remuneration committee
	disclose that fact and the process it follows to
	address that role.
8.2	A listed entity should separately disclose its	Satisfied. The structure of Directors’ remuneration is
	policies and practices regarding the remuneration	disclosed in the Remuneration Report section of the
	of non-executive directors and the remuneration	Annual Report.
	of executive directors and other senior
	executives.
8.3	A listed entity which has an equity-based	Satisfied. The Company had an Employee Incentive Plan
	remuneration scheme should:	in place during the last financial year.
	- Have a policy on whether participants are
	permitted to enter into transactions which	The Company’s Securities Trading Policy (Trading
	limit the economic risk of participating in the	Policy), available in the Corporate Governance section
	scheme;	of the Company’s website, prohibits Directors, officers
	- Disclose that policy or a summary of it.	and employees from entering into transactions or
		arrangements which operate to limit the economic risk
		of their security holding in the Company without first
		seeking and obtaining written acknowledgement from
		the Clearance Office (as defined in the Trading Policy).

Further information about the Company’s corporate governance practices is set out on the Company’s website at https://sshgroup.com.au/corporate-governance/.

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ASX: SSH