TESORO GOLD LTD — Governance Information 2019

Aug 22, 2019

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

Plukka Limited

ABN / ARBN:		Financial year ended:
91 106 854 175		30 June 2019

Our corporate governance statement[2] for the above period above can be found at:[3]

• These pages of our annual report:

� This URL on our website: https://www.plukka.com.au/#corporate-governance

The Corporate Governance Statement is accurate and up to date as at 30 June 2019 and has been approved by the board.

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

Date: 23 August 2019

Name of Director or Secretary authorising Charly Duffy lodgement:

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. 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 rule 4.10.3.

2 “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.

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

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.

Page 1

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole period above. We have disclosed … of the period above. We have disclosed …[4]

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	… the fact that we follow this recommendation: �in our Corporate Governance StatementOR �at [insert location] … and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): � in our Board Charter (available via the Company’s website, https://www.plukka.com.au/#corporate-governance	� an explanation why that is so in our Corporate Governance Statement OR � we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	… the fact that we follow this recommendation: �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement OR � we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	… the fact that we follow this recommendation: �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement OR � we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	… the fact that we follow this recommendation: �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement OR � we are an externally managed entity and this recommendation is therefore not applicable

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

Page 2

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.	… the fact that we have a diversity policy that complies with paragraph (a): �in our Corporate Governance StatementOR �at [insert location] … and a copy of our diversity policy or a summary of it: �in our Diversity Policy (available via the Company’s website, https://www.plukka.com.au/#corporate-governance) … and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: �in our Corporate Governance StatementOR �at [insert location] … and the information referred to in paragraphs (c)(1) or (2): �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement OR � we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): �in our Corporate Governance StatementOR �at [insert location] … and the information referred to in paragraph (b): �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement OR � we are an externally managed entity and this recommendation is therefore not applicable
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): �in our Corporate Governance StatementOR �at [insert location] … and the information referred to in paragraph (b): �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement OR � we are an externally managed entity and this recommendation is therefore not applicable

Page 3

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	[If the entity complies with paragraph (a):] … the fact that we have a nomination committee that complies with paragraphs (1) and (2): �in our Corporate Governance StatementOR �at [insert location] … and a copy of the charter of the committee: �at [insert location] … and the information referred to in paragraphs (4) and (5): �in our Corporate Governance StatementOR �at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively: �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement OR � we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	… our board skills matrix: �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement OR � we are an externally managed entity and this recommendation is therefore not applicable

Page 4

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	… the names of the directors considered by the board to be independent directors: �in our Corporate Governance StatementOR �at [insert location] … and, where applicable, the information referred to in paragraph (b): �in our Corporate Governance StatementOR �at [insert location] … and the length of service of each director: �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation: �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement OR � we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	… the fact that we follow this recommendation: �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement OR � we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation: �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement OR � we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	… our code of conduct or a summary of it: �in our Corporate Governance StatementOR �in our Corporate Code of Conduct (available via the Company’s website, https://www.plukka.com.au/#corporate-governance)	�an explanation why that is so in our Corporate Governance Statement

Page 5

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	[If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2): �in our Corporate Governance StatementOR �at [insert location] … and a copy of the charter of the committee: �at [insert location] … and the information referred to in paragraphs (4) and (5): �in our Corporate Governance StatementOR �at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner: �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	… the fact that we follow this recommendation: �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement

Page 6

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	… the fact that we follow this recommendation: �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement OR � we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it: �in our Corporate Governance StatementOR �in our Continuous Disclosure Policy (available via the Company’s website, https://www.plukka.com.au/#corporate- governance)	� an explanation why that is so in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	… information about us and our governance on our website: �at https://www.plukka.com.au/#corporate-governance	� an explanation why that is so in our Corporate Governance Statement
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	… the fact that we follow this recommendation: �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	… our policies and processes for facilitating and encouraging participation at meetings of security holders: �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement OR � we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable
6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation: �in our Corporate Governance StatementOR �in our Shareholder Communications Strategy (available via the Company’s website, https://www.plukka.com.au/#corporate- governance)	� an explanation why that is so in our Corporate Governance Statement

Page 7

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	[If the entity complies with paragraph (a):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): �in our Corporate Governance StatementOR �at [insert location] … and a copy of the charter of the committee: �at [insert location] … and the information referred to in paragraphs (4) and (5): �in our Corporate Governance StatementOR �at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework: �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: �in our Corporate Governance StatementOR �at [insert location] … and that such a review has taken place in the reporting period covered by this Appendix 4G: �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement

Page 8

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	[If the entity complies with paragraph (a):] … how our internal audit function is structured and what role it performs: �in our Corporate Governance StatementOR �at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes: �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement

Page 9

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	[If the entity complies with paragraph (a):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2): �in our Corporate Governance StatementOR �at [insert location] … and a copy of the charter of the committee: �at [insert location] … and the information referred to in paragraphs (4) and (5): �in our Corporate Governance StatementOR �at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement OR � we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: �in our Corporate Governance StatementOR �in our Remuneration Policy (available via the Company’s website, https://www.plukka.com.au/#corporate-governance)	� an explanation why that is so in our Corporate Governance Statement OR � we are an externally managed entity and this recommendation is therefore not applicable

Page 10

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	… our policy on this issue or a summary of it: �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement OR � w e do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR � we are an externally managed entity and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	… the information referred to in paragraphs (a) and (b): �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	… the terms governing our remuneration as manager of the entity: �in our Corporate Governance StatementOR �at [insert location]	� an explanation why that is so in our Corporate Governance Statement

Page 11

PLUKKA LIMITED ABN 91 106 854 175 CORPORATE GOVERNANCE STATEMENT

==> picture [150 x 49] intentionally omitted <==

This Corporate Governance Statement issued by Plukka Limited (“ Company ”) sets out the Company's compliance with the third edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations ( Principles and Recommendations ) during the reporting period ending 30 June 2019 ( Reporting Period ).

The Board of the Company currently has in place corporate governance policies and charters which have been posted in a dedicated corporate governance information section on the Company's website: https://www.plukka.com.au/#corporategovernance

PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (Yes/No)	EXPLANATION
1.	Lay solid foundations for managementand oversight
1.1	Companies should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	Yes	The Board is responsible for overseeing the management of the Company’s business and the overall corporate governance. The Board has adopted a written charter to provide a framework for the effective operation of the Board, which sets out the Board’s composition, roles and responsibilities and the relationship and interaction between the Board and management, and the authority delegated by the Board to management and Board committees. The Company has also established a clear delineation between the Board’s responsibility for the Company’s’ strategy and activities. Each director of the Company is bound by the Company's charters and policies which clearly outline the roles and responsibilities of Board Members and management. Please refer to the Board Charter available on the Company’s website: https://www.plukka.com.au/#corporate-governance

1.2	Companies should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	Yes	The Company has adopted a Nomination Committee Charter to guide the Board in discharging its obligations to identify and nominate, for the approval of the Board, candidates to fill Board vacancies as and when they arise, having regard to the desired composition of the Board and undertake appropriate checks before appointing a person or putting forward to shareholders a new candidate for election, as a director. The Company provides its security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director in accordance with the Nomination Committee Charter. The Board is currently not of a relevant size to justify the formation of a Nomination Committee and, accordingly, the Board remains responsible for such matters and will discharge its responsibilities in accordance with the Nomination Committee Charter (to the extent applicable). Please refer to the Nomination Committee Charter available on the Company’s website: https://www.plukka.com.au/#corporate-governance
1.3	Companies should have a written agreement with each director and senior executive setting out the terms of their appointment.	Yes	The Company has entered into a written agreement with each director and senior executive setting out the terms of their appointment. Please refer to the Nomination Committee Charter available on the Company’s website: https://www.plukka.com.au/#corporate-governance
1.4	The company secretary should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	Yes	The Company Secretary is accountable to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. The Company Secretary works closely with the Chairman to manage the flow of information to the Board.

2

			Please refer to the Board Charter available on the Company’s website: https://www.plukka.com.au/#corporate-governance
1.5	Companies should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.	Partially	The Company has adopted a Diversity Policy (which can be viewed on its website: https://www.plukka.com.au/#corporate-governance). Diversity includes, but is not limited to, gender, age, ethnicity and cultural background. The Company is committed to diversity and recognises the benefits arising from employees and board diversity. The Diversity Policy outlines the requirements for the Board to develop objectives for achieving diversity, and annually assess both the objectives and the progress in achieving those objectives. To assist in fostering diversity, the policy includes the requirement for the Company to take diversity of background into account (in addition to candidates’ skills and experience in a variety of the specified fields) when selecting new Directors, senior management and employees. The Board is responsible for monitoring Company performance in complying with the Diversity Policy requirements and achieving these objectives in the future as director and senior executive positions become vacant and appropriately qualified candidates become available. The Board assessed the gender diversity of the Company during the Reporting Period and discloses the following proportions of men and women: • Whole organisation: 3 men and 1 woman; • Senior Executive Positions: NA; • Board: 3 men and 1 woman. *including the Company Secretary

3

			Given the current size of the Board and the closure of the Company’s operational business, the Board does not consider the Company’s operations to be of a nature or size to justify setting further measurable objectives in addition to the diversity strategies required under the Diversity Policy. The Board will reconsider this matter in due course upon the acquisition of a suitable asset or business. Please refer to the Diversity Policy available on the Company’s website: https://www.plukka.com.au/#corporate-governance
1.6	Companies should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	Yes	During the Reporting Period, the Company was continuously evaluating the Board’s performance and processes and undertook various initiatives in light of the current circumstances of the Company. As part of considering potential acquisitions throughout the reporting period, the Board has also considered the potential skills matrix of the Board and potential candidates who may be suitable to be appointed to the Board to progress certain proposed acquisitions. The Board expects to further evaluate its composition upon acquisition of a suitable asset or business. The Board believes that such ongoing evaluation is sufficient for the purposes of ASX Corporate Governance and considers that the Company is not currently of a size to warrant an external BoardEvaluation.
1.7	Companies should: (a) have and disclose a process for periodically evaluating the performance of its seniorexecutives; and	No	The Board is responsible for periodically evaluating the performance of the Senior Executives and may employ such

4

	(b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.		discretionary evaluation techniques as appropriate during each evaluation period. As the Company does not currently have an operating business, there were no senior executives. Accordingly, no performance reviews were undertaken. Please refer to the Nomination Committee Charter available on the Company’s website https://www.plukka.com.au/#corporate-governance
2.	Structure the board to add value
2.1	The Board should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	Yes	Neither the Board, nor the Company’s operations, is currently of a size or complexity to justify the formation of a separate Nomination Committee. The Board has adopted a Nomination Committee Charter which describes the role, composition, functions and responsibilities of such a Committee and a Remuneration Policy, which details the remuneration principles the Board is to consider in setting executive and senior management remuneration. Until such time that a separate Nomination Committee is constituted, the Board remains responsible for such matters and will discharge its responsibilities in accordance with the Nomination Committee Charter and Remuneration Policy (to the extent applicable). The Board oversees the appointment and induction process for Directors and the selection, appointment and succession planning process of the Company’s Managing Director, where relevant. When a vacancy exists or there is a need for a particular skill, the Board determines the selection criteria that will be applied, with consideration to the Diversity Policy and requirements of the Nomination Committee Charter. The Boardwill then identify suitable candidates,withassistance

5

			from an external consultant if required, and will interview and assess the selected candidates. Please refer to the Nomination Committee Charter available on the Company’s website: https://www.plukka.com.au/#corporate-governance
2.2	Companies should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	Yes	Having regard to the Company’s business objectives and strategies, the mix of skills, experience and diversity that the Board seeks to maintain in its membership includes: • business acquisition, financing and integration skills; and • financial literacy and legal and regulatory knowledge. Upon the acquisition of a suitable asset or business, the Board will undertake an evaluation of its skills matrix to ensure that the above skills satisfy the ongoing skills and experience needed to execute the Company’s business strategy and to identify any gaps in the skills and experience of the current Board. The Board will then assess all future candidates for Board positions and the performance of its current membership on this basis. Please refer to the Company’s Nomination Committee Charter and Diversity Policy available on the Company’s website:https://www.plukka.com.au/#corporate- governance
2.3	Companies should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest,	Yes	The Board consists of two independent, non-executive Directors, Cameron Williams and Peter Ruse, and one non- executive director, John Toll. The length of service for each director is: • John Toll: appointed 3 October 2017 • Cameron Williams: appointed 12 June 2018

6

	position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.		• Peter Ruse: appointed 12 June 2018
2.4	A majority of the board should be independent directors.	Yes	The majority of the Directors of the Company are considered to be independent.
2.5	The chair of the board should be an independent director and, in particular, should not be the same person as the CEO.	Partially	Mr John Toll, the Company’s Chairman is a Non-Executive Director, however, due to Mr Toll’s involvement in identifying suitable businesses for the purposes of an acquisition and his beneficial interest in the Company, the disinterested Directors have determined that Mr Toll is not considered independent for the purposes of the Principles and Recommendations. However, the disinterest Directors do not believe that these matters affect Mr Toll’s ability to bring an independent judgment to Board matters or otherwise affect his duties as a non-executive Director of the Company. The Company does not currently have a CEO.
2.6	Companies should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	Yes	The Board has induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities. Please refer to the Nomination Committee Charter available on the Company’s website: https://www.plukka.com.au/#corporate-governance
3	Act ethically and responsibly
3.1	Companies should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclosethatcode ora summary of it.	Yes	The Board has adopted a Code of Conduct Policy to be followed by all employees and officers (including Directors). Please see the Corporate Code of Conduct available at https://www.plukka.com.au/#corporate-governance

7

4	Safeguard integrity in corporate reporting
4.1	The board should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the auditengagementpartner.	Yes	Neither the Board, nor the Company’s operations, is currently of a size or complexity to justify the formation of a separate Audit Committee. The Board has adopted an Audit and Risk Committee Charter which describes the role, composition, functions and responsibilities of such a Committee and until such time that a separate Audit Committee is constituted, the Board remains responsible for such matters and will discharge its responsibilities in accordance with the Audit and Risk Committee Charter (to the extent applicable). Please refer to the Audit and Risk Committee Charter available on the Company’s website: https://www.plukka.com.au/#corporate-governancefor details as to the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.
4.2	The board 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.	Yes	The Board ensures that, before it approves the entity’s financial statements for a financial period, it receives declarations from the Chief Executive Officer and Chief Financial Officer, or such persons as required under the Corporations Act to provide such 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.

8

4.3	Companies should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	Yes	The Board is responsible for ensuring that the external auditor attends the Annual General Meeting of the Company and is available to answer questions from shareholders of the Company relevant to the audit. Please refer to the Shareholder Communications Strategy set out in the Corporate Governance Plan available on the Company’s website: https://www.plukka.com.au/#corporate-governance
5	Make timely and balanced disclosure
5.1	Companies should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	Yes	The Company has adopted a Continuous Disclosure Policy to ensure compliance with its continuous disclosure obligations under the ASX Listing Rules. The Policy establishes procedures that seek to ensure that Directors and management are aware of, and fulfil, their obligations in relation to the timely disclosure of material price-sensitive information. Please refer to the Continuous Disclosure Policy available on the Company’s website: https://www.plukka.com.au/#corporate-governance
6	Respect the rights of security holders
6.1	Companies should provide information about itself and its governance to investors via its website.	Yes	Information regarding the Company, its business and its governance is available on its website: https://www.plukka.com.au/#corporate-governance
6.2	Companies should design and implement an investor relations program to facilitate effective two-way communication with investors.	Yes	The Board has adopted the Shareholder Communications Strategy (available on the Company’s website: https://www.plukka.com.au/#corporate-governance) which seeks to ensure that all material information regarding the Company is disclosed in accordance with the ASX Listing Rules and that there is an effective two-way communication process between the Company and investors. Please refer to the Shareholder Communications Strategy for furtherdetails.

9

6.3	Companies should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	Yes	The Company’s Shareholder Communications Strategy establishes procedures to encourage effective participation at general meetings of the Company. Please refer to the Shareholder Communications Strategy available on the Company’s website: https://www.plukka.com.au/#corporate-governance
6.4	Companies should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	Yes	The Company’s Shareholder Communications Strategy ensures that Shareholders are able to access information relevant to their shareholding in the Company via periodic mail-outs and, in addition, allows shareholders to elect to receive email communications. Please refer to the Shareholder Communications Strategy for further information available on the Company’s website: https://www.plukka.com.au/#corporate-governance
7	Recognise and manage risk
7.1	Companies should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	Yes	Neither the Board, nor the Company’s operations, is currently of a size or complexity to justify the formation of a separate Risk Committee. The Board has adopted an Audit and Risk Committee Charter which describes the role, composition, functions and responsibilities that such a Committee would typically be charged with and until such time that a separate Risk Committee is constituted, the Board remains responsible for such matters and will discharge its responsibilities in accordance with the Audit and Risk Committee Charter (to the extent applicable). Please refer to the Audit and Risk Committee Charter and Risk Management Policy (available on the Company’s website: https://www.plukka.com.au/#corporate-governance) for details as to the processes it employs to oversee the entity’s risk management framework.

10

7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	No	The Board is responsible for reviewing the Company’s risk management framework to ensure that such measures continue to be sound and appropriate for the Company’s risk appetite and growth objectives. Reviews of the risk management framework may occur more or less frequently than annually as necessitated by changes in the Company and its operating environment. Upon the acquisition of a suitable asset or business, the Board will undertake an evaluation of its risk management framework and risk matrix to ensure that it has the appropriate risk identification and management policies needed to execute the Company’s business strategy. The Board will then assess all future risks to the Company’s operations on this basis. Please refer to the Company’s Audit and Risk Committee Charter and Risk Management Policy available via the Company’s website: https://www.plukka.com.au/#corporate-governance
7.3	Companies should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes	Yes	The Company does not currently have an internal audit function. The Board considers the processes employed pursuant to the Audit and Risk Committee Charter and Risk Management Policy are sufficient for evaluating, and continually improving, the effectiveness of its risk management and internal control processes given the size and complexity of the Company’s business. Please refer to the Company’s Audit and Risk Committee Charter and the Risk Management Policy available on the Company’s website: https://www.plukka.com.au/#corporate-governance.
7.4	Companies should disclose whether it has any material exposureto economic, environmentaland social	Yes	Like any business currently identifying suitable businesses for the purposes ofanacquisitionandreversetakeover

11

	sustainability risks and, if it does, how it manages or intends to manage those risks.		transaction, the Company is exposed to fluctuations in market demand and potential business opportunities. The Board considers the Company’s strategy to preserve cash and actively seek new business opportunities across a range of industries mitigates these risks to the extent reasonably possible. The Board does not consider there to be any other material exposure to economic, environmental or social sustainability risks.
8	Remunerate fairly and responsibly
8.1	Companies should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate andnotexcessive.	Yes	Neither the Board, nor the Company’s operations, is currently of a size or complexity to justify the formation of a separate Remuneration Committee. The Board has adopted a Remuneration Committee Charter which describes the role, composition, functions and responsibilities that such a Committee would typically be charged with and a Remuneration Policy which sets out the principles to be applied when setting executive and senior management remuneration. Until such time that a separate Remuneration Committee is constituted, the Board remains responsible for such matters and will discharge its responsibilities in accordance with the Remuneration Committee Charter and Remuneration Policy (to the extent applicable). Please refer to the Remuneration Committee Charter and Remuneration Policy available on the Company’s website: https://www.plukka.com.au/#corporate-governance
8.2	Companies should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	Yes	The Company’s Remuneration Policy separately discloses its policies and practices regarding the remuneration of Non- Executive Directors and the remuneration of executive directors and other senior executives.

12

			Please see the Remuneration Policy available on the Company’s website: https://www.plukka.com.au/#corporate-governance
8.3	A company which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	Yes	The Company has implemented an Employee Option Plan (EOP) to assist in the reward, retention and motivation of executives and key employees of the Company Group. While the Company’s Securities Trading Policy prohibits Key Management Personnel (which the Company has determined as being its Directors and, where relevant, those employees directly reporting to the Managing Director) from engaging in short-term trading of the Company’s securities (except for the exercise of options where the shares will be sold shortly thereafter), due to the Company currently not having any outstanding securities on issue under its EOP, or any employees, the Board has not formalised a policy regarding employees hedging their risk under the EOP. Please also see the Securities Trading Policy available on the Company’s website: https://www.plukka.com.au/#corporate-governance

13