TEMPLE & WEBSTER GROUP LTD — Governance Information 2025

Sep 29, 2025

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Corporate Governance Statement 2025

Temple & Webster Group Ltd ACN 608 595 660

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Acknowledgement of Country

Temple & Webster Group acknowledges the Traditional Owners and Custodians of Country throughout Australia. We recognise their enduring connection to the lands, the waterways, and the skies.

We acknowledge the Gadigal and Wangal people, on whose lands our corporate head office is located, as well as all other First Nation Countries we operate across.

We pay our respects to Elders past, present and to all Aboriginal and Torres Strait Islander peoples.

Contents

1.	Introduction	2
2.	Roles and responsibilities	3
3.	Board composition and independence	4
4.	Board succession planning	7
5.	Board and Executive Performance Evaluation	8
6.	Diversity and inclusion	9
7.	Ethical and responsible behaviour	9
8.	Integrity in corporate reporting	11
9.	Disclosure and investor engagement	12
10.	Risk management	13
11.	Remunerate fairly and responsibly	14

Corporate Governance Statement 2025 1

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1. Introduction

1.1 Who we are

Temple & Webster is the leading pure play online retailer of furniture and homewares in Australia.

The Group also offers a huge range of home improvement products that customers need to renovate and redecorate their homes, and solutions to the Trade & Commercial market, which includes exclusive product ranges, procurement, styling, specialised delivery and installation services, and a dedicated support team.

1.2 Our mission and values

We believe everyone wants to live more beautifully. Our vision is to make the world more beautiful, one room at a time.

Our mission is to deliver beautiful solutions for our customers’ homes and work spaces in the hope that one day, every home in Australia will cherish at least one beautiful piece from Temple & Webster.

To achieve our goals, we’ve created values centred around creativity, supportiveness, being inclusive, empowered, ambitious and getting **it done.

1.3 Overview

This Corporate Governance Statement outlines the governance framework and key governance practices of Temple & Webster Group Ltd (‘the Company ’) and its subsidiaries for the financial year ending 30 June 2025 (‘ reporting period ’).

During that time, the Company’s governance practices were consistent with the fourth edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (‘the ASX Principles and Recommendations ’).

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This statement, together with ASX Appendix 4G is current at 25 September 2025 and has been approved by the Board.

All charters and policies referred to in this Corporate Governance Statement are available on the Company’s website at https://www.templeandwebstergroup.com.au/Home/?page=corporate-governance.

2. Roles and responsibilities

2.1 Role and responsibilities of the Board

The Board is responsible for, and has the authority to determine, all matters relating to the strategic direction, policies, practices, goals for management and the overall governance and operation of the Company.

The Company’s Board Charter identifies the responsibilities and functions which are reserved to the Board or its Committees. Matters which are specifically reserved for the Board or its committees are set out in Section 2.2 of the Board Charter and include:

• the appointment and removal of the Chair, Deputy Chair and Company Secretary;

• the appointment and removal of the Chief Executive Officer (‘ CEO ’) and the Chief Financial Officer (‘ CFO ’), determining their remuneration and reviewing their performance;

• approving the appointment and remuneration of senior executives reporting to the CEO;

• the appointment of additional Directors or Directors to fill a vacancy;

• the establishment of Board Committees their membership and delegated authorities;

• calling of meetings of shareholders;

• determining dividend policy and approval of dividends; and

• approval of operating budgets, major capital expenditure, capital management and major acquisitions and divestitures.

Further details of the roles and responsibilities of the Chair, the Board, and senior management can be found in the Board Charter which is available on the Company’s website.

The Board holds regular meetings and is expected to meet a minimum of 5 times a year and as frequently as may be required to deal with other matters which might arise between scheduled meetings.

Details of the current directors, their qualifications, skills and experience, and their attendance at Board and Committee meetings during the year, are set out in the Annual Report.

2.2 Role and responsibilities of management

The CEO is appointed (and when necessary replaced) by the Board.

The CEO is responsible for the ongoing day to day management of the Company in accordance with the Company’s purpose and values, strategy, risk appetite and policies approved by the Board. The Board delegates to the CEO all powers to manage the day-to-day business of the Company, other than those reserved to the Board and its committees under their charters and any specific delegations of authority approved by the Board.

2.3 Company Secretary

The Company Secretary reports directly to the Board through the Chair, and all directors will have access to the Company Secretary for all Board and governance related issues.

The Company Secretary is responsible for coordinating all Board business and carrying out the administrative requirements of the Board. The Company Secretary holds primary responsibility for ensuring that the Board processes and procedures function efficiently and effectively and in accordance with regulatory and legislative requirements.

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3. Board composition and independence

3.1 Board composition

The Board currently has five directors comprising four non-executive directors and one executive director. The Board is of the view that the current directors possess an appropriate mix of skills, commitment, experience, expertise and diversity to discharge its duties effectively.

The names of current directors and their respective appointment dates are set out below. Details of each director’s qualifications and experience are set out in the Company’s 2025 Annual Report.

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Non-executive directors Date of appointment
Conrad Yiu 6 October 2015
Stephen Heath 15 March 2016
Belinda Rowe 26 February 2021
Melinda Snowden 1 June 2023
Executive director Date of appointment
Mark Coulter 23 October 2019 [1]
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1. Mark Coulter was appointed as the CEO on 22 April 2016 and as the executive director on 23 October 2019.

3.2 Independence of the Chairman

The Chairman is elected from the independent non-executive directors and there is a clear division of responsibility between the Chairman and the Chief Executive Officer.

The responsibilities of the Chairman are set out in the Board Charter.

Stephen Heath is the present serving Chairman. Conrad Yiu is the present serving Deputy Chairman. Further information on Messrs Heath and Yiu is set out on pages 65 and 66 of the 2025 Annual Report.

3.3 Director independence

The Board requires a majority of its directors to be independent and has adopted guidelines which are set out in the Board Charter to assist in assessing the independence of directors.

Currently, three directors are considered by the Board to be independent non-executive directors, namely Stephen Heath (Chairman of the Board), Belinda Rowe and Melinda Snowden. Conrad Yiu, Deputy Chairman and a non-executive director, is not considered by the Board to be independent as he is a co-founder. Mark Coulter as the Company’s CEO is an executive director and is therefore not considered to be independent.

As announced to ASX on 15 September 2025, the Board has appointed Michael Malone as an independent non-executive director with effect from 1 October 2025. The Board will continue to review the combined expertise of the directors in considering if additional director(s) should be appointed.

The Board regularly reviews the independence of each non-executive director in light of information relevant to this assessment (as disclosed by each non-executive director to the Board).

The Board does not believe that it should establish an arbitrary limit on tenure. While tenure limits can help to ensure that there are fresh ideas and viewpoints available to the Board, they hold the disadvantage of losing the contribution of Directors who have been able to develop, over a period of time, increasing insight into the Company and its operation and, therefore, an increasing contribution to the Board as a whole. Accordingly, tenure is just one of the factors that the Board takes into account when assessing the independence and ongoing contribution of a Director in the context of the overall Board process.

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3.4 Board Skills Matrix

It has been determined through a process of review that the directors possess an appropriate mix of skills, experience and expertise to enable the Board to discharge its responsibilities. The Board skills matrix set out below identifies the combined skills, expertise and experience currently represented on the Board. To the extent they are not represented on the Board, they are augmented through management and external advisors. For example, whilst the Board has a good understanding of the laws applicable to the operations of the business, given the technicalities and interpretations of the laws, the Board defers to its external legal advisors as and when required.

The Board, with the assistance of the Nomination and Remuneration Committee, reviews, on an annual basis, the range of skills, experience and expertise which the Board currently has and is looking to achieve in the future.

Board of Directors Skills, Experience & Expertise

Executive Leadership

Proven executive experience in a “C” suite capacity to enable strategic and commercial support.

ASX Board & Governance

Previous experience as either an Executive or Non-executive Director that demonstrates sound understanding of Corporate Governance Principles in an ASX listed Company.

Strategic Planning & Execution

Experience in developing, implementing, measuring and reporting strategic objectives that succeed in delivering long term sustainable shareholder value.

Financial Management

Experience in corporate and management financial accounting, management process audit, business risk identification and mitigation and controls, business unit and corporate finance reporting.

Retail Marketing & Customer Engagement

Experience in trading in competitive retail markets and proven ability to successfully service market niches in an Omnichannel environment under ACCC principles.

Capital Markets

Experience in sourcing capital through equity and institutional debt facilities.

Innovative & Entrepreneurial

Ability to think and act innovatively with the required entrepreneurial mindset to ensure success in a fast-moving market environment.

E-commerce & Technology

Experience in building sustainable value through leveraging e-commerce, technology and data as well as identify the opportunities and risks of adopting new technologies such as artificial intelligence, cyber.

Staff Engagement & Executive Remuneration

Experience in staff engagement principles and executive remuneration packaging, KPI management and reporting.

Legal

Experience in or awareness of legal obligations under the Corporations Act 2001, Competition & Consumer Act 2009, Fair Work Act 2009 & ASX Listing Rules.

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3.5 Board Committees

The Board has established the following Committees to assist it in discharging its functions:

• Audit and Risk Management Committee; and

• Nomination and Remuneration Committee.

All directors have a standing invitation to attend committee meetings where there is no conflict of interest. The committees review matters on behalf of the Board and (subject to the terms of the relevant committee charter):

• refer matters to the Board for decision, with a recommendation from the committee (where the committee acts in an advisory capacity); or

• determine matters (where the committee acts with delegated authority) which it then reports to the Board.

A summary of the roles and responsibilities of each committee are set out below and full details are contained in the respective committee charters available on the Company’s website.

Details of meeting attendance for members of each committee are set out in the directors’ report on page 68 of the Company’s 2025 Annual Report.

Audit and Risk Management Committee

The purpose of the Audit and Risk Management Committee is to assist the directors in fulfilling statutory, corporate governance and oversight responsibilities by:

• monitoring and reviewing:

• the integrity of the Company’s internal financial reporting and external financial statements;

• the effectiveness of internal financial controls;

• the independence, objectivity and performance of external auditors; and

• the policies on risk oversight and management;

• making recommendations to the Board in relation to the appointment of external auditors and approving the remuneration and terms of their engagement; and

• assist the Board in fulfilling its responsibilities relating to the risk management and compliance practices of the Company.

The Committee is required to meet as frequently as required in order to undertake its role effectively but must, at a minimum, meet four times a year.

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Nomination and Remuneration Committee

The Nomination and Remuneration Committee is responsible for matters relating to succession planning, nomination of the directors and CEO, and remuneration of the directors, CEO and executives that report to the CEO.

The Committee meets as often as its members deem necessary in order to fulfil their role but must as a minimum meet twice a year.

Committee composition

Details of the current memberships and composition of each committee are set out below. The relevant qualifications and experience of the members of each Committee are set out in the Annual Report.

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Committee Members Composition
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Audit and Risk	•	Melinda Snowden (Chair),	•	Three or more non-executive directors
Management Committee		independent non-executive director	• •	A majority of independent non-executive directors Chaired by an independent director who is not the chair of the
	•	Stephen Heath, independent		Board
		non-executive director	•	At least 1 member who has fnancial and accounting expertise
	•	Belinda Rowe, independent non-executive director	•	All members must be fnancially literate
	•	Conrad Yiu, non-executive director	•	At least some members must have an understanding of the industry in which the Company operates
Nomination and	•	Belinda Rowe (Chair),	•	Three or more non-executive directors
Remuneration Committee		independent non-executive director	• •	A majority of independent non-executive directors Chaired by an independent director
	•	Stephen Heath, independent non-executive director	•	Members must between them have an appropriate understanding of corporate governance principles, the
	•	Conrad Yiu, non-executive		Company’s businesses and organisation structure, the
		director		functions of the Board and the roles and responsibilities of
	•	Melinda Snowden,		directors and senior executives, senior, disclosure requirements
		independent non-executive		in relation to director and executive remuneration, and
		director		the complexities involved in negotiating and determining
				executive remuneration packages

4. Board succession planning

4.1 Appointment and election of new Directors

The ultimate responsibility for Board composition and succession issues rests with the directors, assisted by the Nomination and Remuneration Committee.

In appointing non-executive directors, the Board seeks to ensure that candidates have the appropriate skills, expertise and experience to complement the existing members of the Board. The Nomination and Remuneration Committee assists the Board in identifying candidates for appointment as directors and makes recommendations about Board size and composition.

Detailed background information about a potential candidate is provided to all directors. External search organisations may be engaged (as appropriate) to assist the Board identify potential director candidates.

Appropriate checks are undertaken before appointing a person, or putting forward to shareholders a candidate for election, as a director. An offer of a Board appointment must be made by the Chair, only after having consulted all directors, with any recommendations from the Nomination and Remuneration Committee having been circulated to all directors. All new Board appointments are confirmed by a letter of appointment in the standard format approved by the Board or the Nomination and Remuneration Committee from time to time.

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When a candidate is put before shareholders at a general meeting for appointment or election, or an incumbent director stands for re-election, all material information in the Company’s possession that is relevant to the shareholders’ decision will be provided.

In respect of the current directors, no material adverse information was revealed by checks performed in respect of each director, nor was any matter identified that might influence a director’s ability to act in the best interests of the Company and its shareholders.

In accordance with the Company’s Constitution, no director, except the CEO, shall hold office without re-election beyond the third annual general meeting at which the director was last elected or re-elected. Directors available for re-election at a general meeting are reviewed by the Nomination and Remuneration Committee after consultation with the Board.

4.2 Agreements with Directors

Non-executive directors are engaged through a letter of appointment, which sets out the director’s roles and responsibilities and the Company’s expectations, including in respect of the requirement to comply with Company policies and the Company’s Code of Conduct. The letter also addresses non-executive directors’ indemnity and insurance arrangements, ongoing rights to access Company information and confidentiality obligations that apply on an ongoing basis.

4.3 Induction and professional development of Directors

The Company has a program for induction of new directors and a continuing development program for directors to ensure directors are equipped with opportunities to develop and maintain the skills and knowledge necessary to perform their role effectively.

Directors are expected to participate in all induction and orientation programs and any continuing education or training arranged for them.

5. Board and Executive Performance Evaluation

5.1 Board, Committee and Director performance

Directors provide feedback in relation to the performance of the Board and its Committees on an annual basis.

Each Committee of the Board is required to review, and provide feedback on, its own performance. Feedback is collected by the Board, or an external facilitator, with consideration being given as to whether any steps should be taken to improve performance of the Board or its Committees.

The Nomination and Remuneration Committee is tasked with assisting the Board, as required, in relation to the performance evaluation of the Board, its Committees and individual directors, and in developing and implementing plans for identifying, assessing and enhancing director competencies.

Performance evaluations of individual Directors, Board, and its Committees were undertaken in August 2025.

5.2 Performance and training of senior executives

The Company enters into service contracts with all executives, which sets out their individual roles and responsibilities, as well as their key performance indicators and corporate obligations in respect of adherence to Company policy and the Company’s Code of Conduct.

Executives’ key performance indicators (‘ KPIs ’) are set annually and are recommended by the CEO to the Board. The CEO conducts annual one-on-one performance evaluations with individual executives to assess whether they have met their KPIs set in the preceding year.

The Board sets key performance indicators for the CEO and formally evaluates the achievement of those objectives on an annual basis.

The Company has induction procedures in place to ensure that the executive is able to participate fully and actively in management decision-making at the earliest opportunity.

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6. Diversity and inclusion

The Company has adopted a Diversity Policy which sets out Temple & Webster Group’s commitment to diversity and inclusion in the workplace and which provides a framework under which the Board, or an appropriate committee of the Board, will set measurable objectives for achieving gender diversity targets and will assess annually both those objectives and Temple & Webster Group’s progress in achieving the objectives that the Company has set itself. The initial key focus of the Board on diversity relates to gender diversity at the Board and senior executive level, and gender and ethnic diversity among employees and consultants.

The Board has set measurable objectives for achieving gender diversity.

The proportion of male and female employees and senior executives within the Company, and members of the Board, as well as the current gender diversity targets, are set out in the table below.

Level	% at 30 June 2025 Male Female	% at 30 June 2025 Male Female	Target: female participation
Board Members1	60%	40%	50%
Executive Team2	56%	44%	50%
Management Team	49%	51%	50%
All direct employees	27%	73%	50%

1. Includes the Managing Director & Chief Executive Officer

2. All direct reports to the Chief Executive Officer

In FY23, we became members of Diversity Council Australia (‘ DCA ’) and established our internal Diversity, Equity, and Inclusion (‘ DEI ’) Committee. As members of DCA, we have access to comprehensive resources, subject matter expertise and unique research. These resources will help the DEI Committee to identify best practices and guide our initiatives for being an inclusive workplace where everyone can genuinely thrive. More information can be found in our Environmental, social and governance (‘ ESG ’) Statement in the 2025 Annual Report and on our website.

7. Ethical and responsible behaviour

7.1 Code of Conduct

The Company is committed to a high level of ethical standards in all business practices. The Company aspires to be a role model in conducting business honestly and fairly. It is proud of the quality of its employees and of the professional reputation and market image built by their work. The Company’s Code of Conduct outlines how the Company expects its representatives to behave and conduct business in the workplace. All employees (including temporary employees and contractors) and Directors must comply with the Code of Conduct.

7.2 Whistleblower Policy

The Company has adopted a Whistleblower Policy that provides a safe and confidential environment for current and former Company officers, employees, contractors and suppliers to report any situations or behaviours that breach or potentially breach the Code of Conduct.

The purpose of the Whistleblower Policy is to:

• help detect and address unacceptable conduct;

• provide information about disclosures that qualify for whistleblower protection;

• provide information about the protections available to people who report unacceptable conduct;

• provide information about to whom reports of unacceptable conduct may be made, how they may be made, and how the Company will investigate those reports;

• help support and protect people who report unacceptable conduct; and

• ensure fair treatment of employees who are mentioned in reports of unacceptable conduct and employees to whom such disclosures relate.

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The Board is immediately informed of any material incidents under the Whistleblower Policy and receives regular reports regarding any active whistleblower matter.

7.3 Anti-bribery & Corruption Policy

The Company is committed to maintaining a high standard of integrity, investor confidence and good corporate governance.

The Company has adopted an Anti-Bribery & Corruption Policy which applies to all persons who work at the Company or any subsidiary of the Company, including directors, employees, contractors, consultants and secondees.

Under this policy, use of any form of bribery or corruption, whether directly or indirectly, is strictly prohibited. The policy provides guidelines as to what constitutes bribery and corruption and provides a framework for maintaining systems and procedures for giving, receiving and registering gifts and hospitality.

The Audit and Risk Management Committee oversees and reviews the Company’s anti-bribery and corruption framework, including the Anti-Bribery and Corruption Policy and its applicable procedures and any reported non-compliance.

7.4 Securities Dealing Policy

The Company’s Securities Dealing Policy is intended to explain the types of conduct in relation to dealings in securities that are prohibited under the Corporations Act 2001 and establish best practice procedure for buying and selling securities that protects the Company, the directors and employees against the misuse of unpublished information that could materially affect the value of securities.

The purpose of the Policy is to protect the Company and its reputation in the marketplace. The Board considers that compliance with the policy is essential to ensure that the highest standards of conduct are being met by all directors and employees.

The Securities Dealing Policy applies to all directors, employees and contractors of the Company (‘ TPW People ’).

TPW People in possession of Price Sensitive Information must not at any time:

• deal in Securities;

• advise, procure, encourage or suggest another person deal in Securities; or

• communicate the Price Sensitive Information, or cause the Price Sensitive Information to be communicated, to a person who may deal in Securities or may procure another person to deal in Securities.

TPW People are prohibited from dealing in the Company’s securities (subject to limited exceptions) during the blackout periods specified in the Securities Dealing Policy. All TPW People must obtain prior clearance before dealing in the Company’s securities in accordance with the procedure set out in the policy.

TPW People must not at any time engage in short-term dealing in Securities of the Company.

7.5 Modern Slavery

The Company acknowledges the likelihood that modern slavery practices may exist within the value chains in which it does business, and that it has a moral responsibility to take actions which contribute to identifying, assessing and mitigating such risks and remediating harm. The Company is firmly committed to ensuring that its business operations do not cause or contribute to any form of modern slavery and that we work with other businesses who share our commitment to addressing modern slavery risk.

The Company’s Anti-Slavery Policy sets out the key principles that the Company implements to minimise the risk of modern slavery occurring in its business operations and supply chains. This policy applies to all employees, partners, contractors, consultants, and any parties who are directly responsible for the procurement of goods and services or contribute to the Company’s modern slavery due diligence process.

The Company will publish its next Modern Slavery Statement by 31 December 2025 which will detail the Company’s assessment of the risk of modern slavery occurring throughout its operations and supply chain, as well as the risk management activities undertaken throughout the reporting period.

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7.6 Conflicts of interest

Personnel are required to fully disclose any business interest (public or private) and any other matters which may lead to potential or actual conflicts of interest, including any potential related party transactions in accordance with such policies adopted by the Company from time to time. In circumstances where other potential roles (whether serving as directors or trustees of another organisation), arrangements, or activities potentially conflict with the Company or its subsidiaries’ interests, the member of personnel will advise and seek approval from the Chair in accordance with the Companies Code of Conduct and, in respect of directors, the Company’s Constitution. Personnel will not use their role within the Group for political interests at any time, or for community interests unless authorised by the Company.

The Company regularly monitors and tests the Company’s policies under the Code of Conduct to ensure that commitments remain relevant, effective and consistent with stakeholders’ expectations.

8. Integrity in corporate reporting

8.1 Audit and Risk Management Committee

The Audit and Risk Management Committee assists the Board in fulfilling its responsibilities in respect of financial reporting, risk management, compliance and internal controls. It reviews the financial reporting process, the system of internal control and management of financial risks, and the process and coverage of internal and external audit, together with business risks including strategic operation and regulatory risk and compliance with applicable laws, regulation and Company policies.

The detailed responsibilities of the Audit and Risk Management Committee are set out in the Committee Charter.

The membership and composition of the Audit and Risk Management Committee are set out on page 7 of this Corporate Governance Statement. The members of the Committee collectively have the accounting and financial expertise and a sufficient understanding of the industry in which the Company operates to effectively discharge the Committee’s mandate.

The Audit and Risk Management Committee maintains unrestricted access to management, employees and all relevant Company information and regularly meets with the Company’s external auditors. The CEO, CFO, Company Secretary, the external auditor (Ernst & Young), and other members of the executive leadership team attend meetings of the Committee by invitation.

8.2 Chief Executive Officer and Chief Financial Officer declarations

Before the Board approves the Company’s half-year and full-year financial reports, the CEO and CFO provide the Board with declarations that, in their opinion, the financial records of the Group 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 Group, and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

The Board received a declaration of this kind in respect of the half-year ended 31 December 2024 and of the financial year ended 30 June 2025 from the CEO and the CFO prior to approving those financial reports.

8.3 Role of the external auditor

The Company has appointed Ernst & Young as its external auditor. The effectiveness, performance and independence of the external auditor is reviewed annually by the Audit and Risk Management Committee.

Independence declaration

Rachel Rudman, lead auditor, has provided the required independence declaration to the Board for the financial year ended 30 June 2025. The independence declaration forms part of the directors’ report and is provided on page 92 of the 2025 Annual Report.

Non-audit and assurance-related services

The Board has considered the nature of the non-audit and assurance-related services provided by the external auditor during the year and has determined that the services provided and the amount paid for those services are compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. Details of fees paid (or payable) to Ernst & Young for non-audit and assurance-related services provided to the Company during the reporting period are set out in the directors’ report on page 123 of the 2025 Annual Report.

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Attendance at Annual General Meeting

The lead audit partner of Ernst & Young will attend the Company’s annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report. The external auditor will also be allowed a reasonable opportunity to answer written questions submitted by shareholders.

8.4 Integrity of Corporate Reports

The Company is committed to providing shareholders and other external stakeholders with timely, accurate and balanced corporate reporting. In respect of corporate reports released to the market which are not audited or reviewed by the external auditor, the Company has in place processes to verify their integrity. These processes are followed with respect to unaudited periodic corporate reports such as the Corporate Governance Statement and Sustainability Report and also in relation to any material ASX Announcements such as investor presentations and results presentations, any announcements containing trading updates, earnings guidance, outlook statements and material business updates. These reports and material releases must be approved by the Board prior to release. Generally, the process followed prior to seeking final board approval includes preparation and review by the relevant business owner or subject matter expert and senior management followed by comprehensive review by responsible senior executives and officers. All material quantitative and qualitative statements are supported with verifiable evidence, including independent verification where appropriate and readily available.

9. Disclosure and investor engagement

9.1 Price Sensitive Information Policy

The Company’s Price Sensitive Information Policy outlines the roles and responsibilities of all directors and employees to ensure that the Company complies with its disclosure obligations under the ASX Listing Rules.

The Company undertook a comprehensive review of its Price Sensitive Information Policy during the year and adopted a revised policy in June 2025. While the Board has ultimate responsibility for compliance with the Company’s continuous disclosure obligations, it has established a Disclosure Committee comprising the CEO, CFO, Company Secretary and Head of Investor Relations to support and provide assurance to the Board in overseeing the Company’s continuous disclosure obligations.

The roles and responsibilities of the Disclosure Committee, Disclosure Officers and all directors and employees are detailed in section 4 of the Price Sensitive Information Policy. The policy also outlines the Company’s processes for communicating with analysts, shareholders and the media including confirmed who is authorised to speak on behalf of the Company with investors and analysts.

9.2 Investor engagement

The Company aims to ensure that shareholders are kept informed of all major developments affecting the state of affairs of the Company. Additionally, the Company recognises that potential investors and other interested stakeholders may wish to obtain information about the Company from time to time.

To achieve this, the Company communicates information regularly to shareholders and other stakeholders through a range of forums and publications. The Company also has in place an investor relations program to facilitate two-way communication with investors.

One of the Company’s key communication tools is its website at www.templeandwebstergroup.com.au. The Company’s website contains a comprehensive overview of the Company’s profile and businesses.

Measures adopted by the Company for communicating important aspects of the Company’s affairs include:

• Notices of meetings: The full text of all notices of meetings and explanatory material are available on its website; the Company encourages shareholders to provide email addresses so that notices of meeting and explanatory material can be sent to shareholders via email;

• Annual General Meeting: The Company encourages attendance and full participation of shareholders at its Annual General Meeting each year and a full transcript of the Chairman’s and the Chief Executive Officer’s speeches are published. Shareholders are encouraged to lodge direct votes and proxies electronically in accordance with instructions on the Voting Form;

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• Annual Report: The Company’s Annual Report is available on its website and contains important information about the Company’s activities and results for the previous financial year. Shareholders can elect to receive the Company’s Annual Report as an electronic copy or in hard copy through the mail;

• Announcements lodged with the Australian Securities Exchange: All ASX announcements made to the market, including annual and half year financial results, are posted on the Company’s website as soon as they have been released by ASX; and

• Presentations: Copies of all investor presentations made to analysts and media briefings are posted on the Company’s website, and where appropriate, the Company uses webcasting or teleconferencing of these presentations and briefings.

The Company provides a telephone and email inquiry service to assist shareholders with any queries.

Shareholders are given the option of receiving communications from the Company, and sending communications to the Company, electronically.

10. Risk management

10.1 Risk management

Risk management is viewed by the Company as integral to its objective of creating and maintaining shareholder value. The Company is committed to embedding risk management practices through all levels of the organisation to support the achievement of business objectives and to fulfil its corporate governance obligations.

Under the Board Charter one of the key roles and responsibilities of the Board is setting the Company’s risk appetite guidance within which it expects management to operate and overseeing and monitoring the Company’s financial and nonfinancial risk management framework and systems, including internal controls and compliance to ensure they are operating effectively. The Board has established the Audit and Risk Management Committee to assist it in discharging its functions.

The Audit and Risk Management Committee’s primary roles with respect to risk management and compliance are to review and report to the Board that:

• the Committee has, at least annually, reviewed the Company’s risk management framework to satisfy itself that it continues to be sound and effectively identifies all areas of potential risk;

• adequate policies and processes have been designed and implemented to manage identified risks;

• reviewing the Company’s level of insurance;

• overseeing tax compliance and tax risk management;

• at least annually an audit has been undertaken to test the adequacy of and compliance with prescribed policies; and

• proper remedial action is undertaken to redress areas of weakness.

The Committee reviewed the Company’s risk management framework during the 2025 financial year. A summary of the Company’s material business and economic risks, including operational, strategic, financial, environmental and social risks are set out on pages 62 and 63 of the 2025 Annual Report.

Further details regarding the Audit and Risk Management Committee are set out on pages 6–7 of this statement.

10.2 Internal audit

Given the size of the Company, the Company does not have an internal audit function.

Instead, the finance function, working with external advisors as appropriate, oversees the adequacy and effectiveness of the Company’s systems for risk management, internal control and governance, and provides recommendations to improve the efficiency and effectiveness of these systems and processes. The head of finance function provides the Audit and Risk Management Committee with information relevant to assist the Committee discharge its roles and responsibilities.

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Corporate Governance Statement continued

The Audit and Risk Management Committee is responsible for reviewing the Company’s risk management framework and procedures and recommending improvements to the Board to enhance the effectiveness of the risk management framework. The Committee is also responsible for overseeing processes to ensure there is an adequate system of internal control, reviewing the internal control systems and the operational effectiveness of the policies and procedures related to risk and control, monitoring break downs of internal controls, and reviewing the effectiveness of the Company’s internal control framework.

10.3 Environmental, Social and Governance

Sustainability is an essential part of delivering the Company’s vision.

Through comprehensive consultation with internal and external stakeholders during FY23, the Company identified the ESG issues which stakeholders believe are material to the business and has developed a sustainability roadmap to determine initiatives for creating positive sustainability outcomes for customers, employees and the communities in which the Company operates. More recently in FY25, with the assistance of an independent sustainability consultancy, the Company updated this through a comprehensive double materiality assessment, to ensure that the Company’s ESG priorities best reflect stakeholder expectations, as well as addressing emerging risks and opportunities. More details about this review and the Company’s approach to key material issues such as climate risk, responsible sourcing, data security and inclusive growth are set out in the ESG Statement found on pages 22–58 of the 2025 Annual Report.

11. Remunerate fairly and responsibly

11.1 Nomination and Remuneration Committee

The Nomination and Remuneration Committee assists the Board in fulfilling its responsibilities with respect to human resources policies, remuneration matters and nomination and succession planning for the Board and CEO. The Committee is responsible for ensuring that the Company’s human resource, remuneration and incentive policies are aligned to its values and business objectives and performance and demonstrate a clear relationship between overall Company performance, executive performance and remuneration.

Further details regarding the Nomination and Remuneration Committee are set out on page 7.

11.2 Remuneration of Non-executive Directors and executives

Senior executives are generally entitled to a remuneration package that contains a mix of base salary and performancerelated incentives.

To ensure the independence of directors, directors are paid fees but are not invited to participate in the Company’s performance-based plans.

The Company’s policies and practices regarding the remuneration of executive and non-executive directors and other senior executives is set out in the Company’s remuneration report starting on page 69 of the 2025 Annual Report together with details of remuneration paid during the reporting period.

14 Temple & Webster Group Ltd

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