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VECTION TECHNOLOGIES LTD Governance Information 2025

Sep 29, 2025

66017_rns_2025-09-29_0d7db6c2-534b-4ec8-98ea-d21379bed967.pdf

Governance Information

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Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Vection Technologies Limited

ABN/ARBN Financial year ended: 93 614 814 041 30 June 2025

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

This URL on our website: https://vection-technologies.com/investorcenter/compliance-rules/

The Corporate Governance Statement is accurate and up to date as at 30 September 2025 and has been approved by the board.

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

Date: 30 September 2025 Derek Hall Name of authorised officer authorising lodgement: Company Secretary

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

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

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

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

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

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

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

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

Page 1

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(a)
the respective roles and responsibilities of its board and
management; and
(b)
those matters expressly reserved to the board and those
delegated to management.

and we have disclosed a copy of our board charter at:
https://vection-technologies.com/investor-center/compliance-rules/

set out 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 director or
senior executive or putting someone forward for election as
a director; and
(b)
provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.

set out 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.

set out 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.

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable

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

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

Page 2

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
1.5 A listed entity should:
(a)
have and disclose a diversity policy;
(b)
through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(c)
disclose in relation to each reporting period:
(1)
the measurable objectives set for that period to
achieve gender diversity;
(2)
the entity’s progress towards achieving those
objectives; and
(3)
either:
(A)
the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B)
if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.

and we have disclosed a copy of our diversity policy at:
……………………………………………………………………………..
[insert location]
and we have disclosed the information referred to in paragraph (c)
at:
……………………………………………………………………………..
[insert location]
and if we were included in the S&P / ASX 300 Index at the
commencement of the reporting period our measurable objective for
achieving gender diversity in the composition of its board of not less
than 30% of its directors of each gender within a specified period.
set out in our Corporate Governance 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 for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.

and we have disclosed the evaluation process referred to in
paragraph (a) at:
https://vection-technologies.com/investor-center/compliance-rules/
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
Corporate Governance Statement attached to this Appendix 4G

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 3

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

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

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

and we have disclosed the evaluation process referred to in
paragraph (a) at:
https://vection-technologies.com/investor-center/compliance-rules/
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
Corporate Governance Statement attached to this Appendix 4G

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 4

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:
(a)
have a nomination committee which:
(1)
has at least three members, a majority of whom are
independent directors; and
(2)
is chaired by an independent director,
and disclose:
(3)
the charter of the committee;
(4)
the members of the committee; and
(5)
as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)
if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.

[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
https://vection-technologies.com/investor-center/compliance-rules/
and the information referred to in paragraphs (4) and (5) at:
Corporate Governance Statement attached to this Appendix 4G
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a nomination
committee and the processes we employ to address board
succession issues and to ensure that the board has the appropriate
balance of skills, knowledge, experience, independence and
diversity to enable it to discharge its duties and responsibilities
effectively at:
n/a

set out 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 that the board currently has or is
looking to achieve in its membership.

and we have disclosed our board skills matrix at:
set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable
2.3 A listed entity should disclose:
(a)
the names of the directors considered by the board to be
independent directors;
(b)
if a director has an interest, position, affiliation or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position or relationship in question and an explanation of
why the board is of that opinion; and
(c)
the length of service of each director.

and we have disclosed the names of the directors Corporate
Governance Statement attached to this Appendix 4G
and, where applicable, the information referred to in paragraph (b) in
our Director’s Report of the Company’s 2025 Annual Report and the
length of service of each director in our Director’s Report of the
Company’s 2025 Annual Report

set out in our Corporate Governance Statement

Page 5

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
2.4 A majority of the board of a listed entity should be independent
directors.
set out in our Corporate Governance 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.

set out 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 for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
and we have disclosed our values at:
https://vection-technologies.com/investor-center/compliance-rules/

set out in our Corporate Governance Statement
3.2 A listed entity should:
(a)
have and disclose a code of conduct for its directors,
senior executives and employees; and
(b)
ensure that the board or a committee of the board is
informed of any material breaches of that code.

and we have disclosed our code of conduct at:
https://vection-technologies.com/investor-center/compliance-rules/

set out in our Corporate Governance Statement
3.3 A listed entity should:
(a)
have and disclose a whistleblower policy; and
(b)
ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.

and we have disclosed our whistleblower policy at:
https://vection-technologies.com/investor-center/compliance-rules/

set out in our Corporate Governance Statement
3.4 A listed entity should:
(a)
have and disclose an anti-bribery and corruption policy;
and
(b)
ensure that the board or committee of the board is
informed of any material breaches of that policy.

and we have disclosed our anti-bribery and corruption policy at:
https://vection-technologies.com/investor-center/compliance-rules/

set out in our Corporate Governance Statement

Page 6

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:
(a)
have an audit committee which:
(1)
has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2)
is chaired by an independent director, who is not
the chair of the board,
and disclose:
(3)
the charter of the committee;
(4)
the relevant qualifications and experience of the
members of the committee; and
(5)
in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b)
if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.

[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an audit
committee and the processes we employ that independently verify
and safeguard the integrity of our corporate reporting, including the
processes for the appointment and removal of the external auditor
and the rotation of the audit engagement partner at:
……………………………………………………………………………..
[insert location]
set out in our Corporate Governance Statement
4.2 The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.

set out in our Corporate Governance Statement
4.3 A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.

set out in our Corporate Governance Statement

Page 7

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.

and we have disclosed our continuous disclosure policy at:
https://vection-technologies.com/investor-center/compliance-rules/

set out in our Corporate Governance Statement
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.

set out in our Corporate Governance Statement
5.3 A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.

set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.

and we have disclosed information about us and our governance on
our website at:
https://vection-technologies.com/investor-center/compliance-rules/

set out in our Corporate Governance Statement
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.

set out in our Corporate Governance Statement
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.

and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
https://vection-technologies.com/investor-center/compliance-rules/

set out in our Corporate Governance Statement
6.4 A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.

set out in our Corporate Governance Statement
6.5 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.

set out in our Corporate Governance Statement

Page 8

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a)
have a committee or committees to oversee risk, each of
which:
(1)
has at least three members, a majority of whom are
independent directors; and
(2)
is chaired by an independent director,
and disclose:
(3)
the charter of the committee;
(4)
the members of the committee; and
(5)
as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)
if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.

[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
https://vection-technologies.com/investor-center/compliance-rules/
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a risk committee
or committees that satisfy (a) and the processes we employ for
overseeing our risk management framework at:
https://vection-technologies.com/investor-center/compliance-rules/

set out in our Corporate Governance Statement
7.2 The board or a committee of the board should:
(a)
review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and
that the entity is operating with due regard to the risk
appetite set by the board; and
(b)
disclose, in relation to each reporting period, whether
such a review has taken place.

and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting period
at:
https://vection-technologies.com/investor-center/leadership/and the
Corporate Governance Statement attached to this Appendix 4G

set out in our Corporate Governance Statement

Page 9

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
7.3 A listed entity should disclose:
(a)
if it has an internal audit function, how the function is
structured and what role it performs; or
(b)
if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.

[If the entity complies with paragraph (a):]
and we have disclosed how our internal audit function is structured
and what role it performs at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an internal audit
function and the processes we employ for evaluating and continually
improving the effectiveness of our risk management and internal
control processes at:
https://vection-technologies.com/investor-center/compliance-rules/

set out in our Corporate Governance Statement
7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.

and we have disclosed whether we have any material exposure to
environmental and social risks at:
https://vection-technologies.com/investor-center/compliance-rules/
and, if we do, how we manage or intend to manage those risks at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement

Page 10

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a)
have a remuneration committee which:
(1)
has at least three members, a majority of whom are
independent directors; and
(2)
is chaired by an independent director,
and disclose:
(3)
the charter of the committee;
(4)
the members of the committee; and
(5)
as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)
if it does not have a remuneration committee, disclose
that fact and the processes it employs for setting the level
and composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.

[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
https://vection-technologies.com/investor-center/compliance-rules/
and the information referred to in paragraphs (4) and (5) at:
Corporate Governance Statement attached to this Appendix 4G
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a remuneration
committee and the processes we employ for setting the level and
composition of remuneration for directors and senior executives and
ensuring that such remuneration is appropriate and not excessive:
n/a

set out 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.

and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
at:
Corporate Governance Statement attached to this Appendix 4G

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable
8.3 A listed entity which has an equity-based remuneration scheme
should:
(a)
have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b)
disclose that policy or a summary of it.

and we have disclosed our policy on this issue or a summary of it at:
https://vection-technologies.com/investor-center/compliance-rules/

set out in our Corporate Governance Statement OR

we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicableOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 11

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

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

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in fullfor the wholeof the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.

and we have disclosed information about the processes in place at:
………………………………………………………………………
[insert location]

set out in our Corporate Governance Statement OR
we do not have a director in this position and this
recommendation is therefore not applicableOR

we are an externally managed entity and this recommendation
is therefore not applicable
9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.

set out in our Corporate Governance Statement OR
we are established in Australia and this recommendation is
therefore not applicableOR

we are an externally managed entity and this recommendation
is therefore not applicable
9.3 A listed entity established outside Australia, and an externally
managed listed entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.

set out in our Corporate Governance Statement OR
we are established in Australia and not an externally managed
listed entity and this recommendation is therefore not
applicable

we are an externally managed entity that does not hold an
AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation 1.1 for externally managed
listed entities:
The responsible entity of an externally managed listed entity
should disclose:
(a)
the arrangements between the responsible entity and the
listed entity for managing the affairs of the listed entity;
and
(b)
the role and responsibility of the board of the responsible
entity for overseeing those arrangements.

and we have disclosed the information referred to in paragraphs (a)
and (b) at:
……………………………………………………………………………..
[insert location]

set out in our Corporate Governance Statement

Page 12

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

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

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

and we have disclosed the terms governing our remuneration as
manager of the entity at:
……………………………………………………………………………..
[insert location]
set out in our Corporate Governance Statement

Page 13

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

ASX RELEASE

Corporate Governance Statement for the financial year

ended 30 June 2025

This Corporate Governance Statement of Vection Technologies Limited Ltd (ASX: VR1) (Company or Vection) has been prepared in accordance with the 4th Edition of the Australian Securities Exchange’s (‘ASX’) Corporate Governance Principles and Recommendations of the ASX Corporate Governance Council (‘ASX Principles and Recommendations’).

The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance duties.

This statement has been approved by the Company’s Board of Directors (Board) and is current as at 30 September 2025. The ASX Principles and Recommendations and the company’s response as to how and whether it follows those recommendations are set out below.

Principle and Recommendations Comply
(Yes/No)
Explanation
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
A listed entity should have and disclose a board
charter setting out:
(a) the respective roles and responsibilities of its
board and management; and
(b) those matters expressly reserved to the
board and those delegated to management.
Yes The Board has adopted a charter which establishes the role of
the Board and its relationship with management. The primary
role of the Board is the protection and enhancement of long-
term Shareholder value. Its responsibilities include the overall
strategic direction of the Company, establishing goals for
management and monitoring the achievement of these goals.
Recommendation 1.2
A listed entity should:
(a) undertake
appropriate
checks
before
appointing a director or senior executive or
putting someone forward for election as a
Director; and
(b) provide security holders with all material
information in its possession relevant to a
decision on whether or not to elect or re-
elect a Director.
Yes The Company undertakes a comprehensive screening and
verification process prior to appointing a director or putting
that person forward as a candidate to ensure that person is
competent, experienced, and would not be impaired in any
way from undertaking the duties of director.
The Company provides relevant information to shareholders
for their consideration about the attributes of candidates
together with whether the Board supports the appointment
or re-election.
Recommendation 1.3
A listed entity should have a written agreement
with each Director and senior executive setting
out the terms of their appointment.
Yes Each Director is given a letter upon his or her appointment
which
outlines
the
Director’s
duties,
obligations,
remuneration, expected time commitments and notification
of the Company’s policies. The Company has in place systems
designed to fairly review and actively encourage enhanced
Board and management effectiveness.
Similarly, senior executives have a formal job description and
services agreement describing their term of office, duties,
rights, and responsibilities and entitlements on termination.

Page 1

Principle and Recommendations Comply
(Yes/No)
Explanation
The Company has disclosed the material terms of its
employment service or consultancy agreement with its CEO
(or equivalent) and executive directors
Recommendation 1.4
The Company Secretary of a listed entity should
be accountable directly to the Board, through the
Chair, on all matters to do with the proper
functioning of the Board.
Yes The Company Secretary is accountable directly to the Board,
through the Chair, on all matters to do with the proper
functioning of the Board.
Recommendation 1.5
A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the
board
set
measurable
objectives
for
achieving gender diversity in the composition
of its board, senior executives and workforce
generally; and
(c) disclose in relation to each reporting period:
(i) the measurable objectives set for that
period to achieve gender diversity;
(ii) the entity’s progress towards achieving
those objectives; and
(iii) either:
(A) the respective proportions of men and
women on the Board, in senior executive
positions and across the whole workforce
(including how the entity has defined
“senior executive” for these purposes); or
(B) if the entity is a “relevant employer”
under the Workplace Gender Equality
Act, the entity’s most recent “Gender
Equality Indicators”, as defined in the
Workplace Gender Equality Act.
If the entity was in the S&P/ASX 300 Index at the
commencement of the reporting period, the
measurable objective for achieving gender
diversity in the composition of its board should be
to have not less than 30% of its directors of each
gender within a specified period.
Partially The Company’s Diversity Policy, which is available on the
Company’s website, recognises the benefits arising from
employee and Board diversity, including a broader pool of
high-quality employees, improving employee retention,
accessing different perspectives and ideas and benefiting
from all available talent. Diversity includes, but is not limited
to, gender, age, ethnicity and cultural background.
The Board and its Nomination Committee is responsible for
developing measurable objectives and strategies to meet the
Objectives of the Diversity Policy (Measurable Objectives) and
monitoring the progress of the Measurable Objectives
through monitoring, evaluation and reporting mechanisms
listed below. The Board may also set Measurable Objectives
for achieving gender diversity and monitoring their
achievement.
The Board will conduct all Board appointment processes in a
manner
that
promotes
gender
diversity,
including
establishing a structured approach for identifying a pool of
candidates, using external experts where necessary.
Due to the scale of the Company’s operations and the limited
number of employees, the Company has not yet set
Measurable Objectives for achieving gender diversity. The
Company will consider establishing measurable objectives as
it develops.
As at 30 June 2025, the gender mix of the Company was as
follows:
The Company is not a relevant employer and is not in the
S&P/ASX 300 Index.
Male
Female
Board
100%
0%
Management
75%
25%
Group
51%
49%
Recommendation 1.6
A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of the Board, its
committees and individual Directors; and
(b) disclose for each reporting period whether a
performance
evaluation
has
been
undertaken in accordance with that process
during or in respect of that period.
Yes (a) The Company’s Nomination Committee (or, in its
absence, the Board) is responsible for evaluating the
performance of the Board, its committees and individual
Directors on an annual basis. It may do so with the aid of
an independent advisor. The process for this is set out in
the Company’s Corporate Governance Plan, which is
available on the Company’s website.

Page 2

Principle and Recommendations Comply
(Yes/No)
Explanation
(b) The Company’s Corporate Governance Plan requires the
Company to disclose whether or not performance
evaluations were conducted during the relevant
reporting period. The Company has conducted a
performance evaluation of the Board in the period in line
with its policy.
Recommendation 1.7
A listed entity should:
(a) have and disclose a process for evaluating the
performance of its senior executives at least
once every reporting period; and
(b) disclose for each reporting period whether a
performance
evaluation
has
been
undertaken in accordance with that process
during or in respect of that period.
Yes (a) The Company’s Nomination Committee (or, in its
absence, the Board) is responsible for evaluating the
performance of the Company’s senior executives on an
annual basis. The Company’s Remuneration Committee
(or, in its absence, the Board) is responsible for
evaluating the remuneration of the Company’s senior
executives on an annual basis. A senior executive, for
these purposes, means key management personnel (as
defined in the Corporations Act) other than a non-
executive Director.
(b) The applicable processes for these evaluations can be
found in the Company’s Corporate Governance Plan,
which is available on the Company’s website.
(c) The Company has conducted performance evaluations of
senior executives in the period in in accordance with the
applicable processes.
Principle 2: Structure the Board to be effective and add value
Recommendation 2.1
The Board of a listed entity should:
(a) have a nomination committee which:
(i)
has at least three members, a majority of
whom are independent Directors; and
(ii)
is chaired by an independent Director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v)
as at the end of each reporting period,
the number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(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.
Partially (a) The Company’s Nomination Committee Charter provides
for the creation of a Nomination Committee (if it is
considered it will benefit the Company), with at least
three members, a majority of whom are independent
Directors, and which must be chaired by an independent
Director
(b) A Nomination committee has been established by the
Company during the year, no meetings were held in the
current period. The Nomination Committee charter is
available on the Company website.
The members of the Nomination Committee are Mr
Cameron Petricevic (independent), Mr Bert Mondello
(independent Chair) and Mr Lorenzo Biagi. The majority
of members are therefore independent.
Recommendation 2.2
A listed entity should have and disclose a Board
skills matrix setting out the mix of skills that the
Board currently has or is looking to achieve in its
membership.
Partially Whilst the Company does not currently disclose a board skills
matrix setting out the mix of skills of the Directors, the
following information is set out in the Company’s Annual
Report:

Page 3

Principle and Recommendations Comply
(Yes/No)
Explanation
The skills, experience and expertise relevant to the position
of director held by each director in office at the date of the
annual report.
Recommendation 2.3
A listed entity should disclose:
(a) the names of the Directors considered by the
Board to be independent Directors;
(b) if a Director has an interest, position or
relationship of the type described in Box 2.3
of the ASX Corporate Governance Principles
and Recommendations (4th Edition), but the
Board is of the opinion that it does not
compromise the independence of the
Director, the nature of the interest, position
or
relationship
in
question
and
an
explanation of why the Board is of that
opinion; and
(c) the length of service of each Director
Yes (a) The current Directors considered to be independent by
the Board are Mr Marco Landi, Mr Bert Mondello and
Mr Cameron Petricevic.
(b) Details of the Directors' interests, positions associations
and relationships are provided in the Annual Report. The
Board has determined the independence of each of the
Directors in accordance with the guidance set out in the
ASX Corporate Governance Council and have not formed
an opinion contrary to those guidelines.
(c) The Company’s Annual Report discloses the length of
service of each Director, as at the end of each financial
year.
Recommendation 2.4
A majority of the Board of a listed entity should
be independent Directors.
No The current board composition includes three independent
Directors and three non-independent Directors. Therefore,
the Company currently does not have an independent
majority.
Company intends to further expand its Board in due course
to add further growth exposure and experience while also
complying with this requirement.
Recommendation 2.5
The Chair of the Board of a listed entity should
be an independent Director and, in particular,
should not be the same person as the CEO of the
entity.
Yes The Board Charter provides that, where practical, the Chair of
the Board should be an independent Director and should not
be the CEO/Managing Director.
The Chair of the Company during the past financial year was
an independent Director and was not the CEO/Managing
Director.
Recommendation 2.6
A listed entity should have a program for
inducting new Directors and for periodically
reviewing whether there is a need for existing
directors to undertake professional development
to maintain the skills and knowledge needed to
perform their role as Directors effectively.
Yes The Company has procedures and policies in place to assist
Directors in fulfilling their responsibilities.
The Board provides an appropriate induction program for
new directors, which includes onsite visits to operations.
Each director, at any time, is able to seek reasonable
independent professional advice on any business-related
matter at the expense of the Company. Directors also have
access to adequate internal resources to seek any
information from any officer or employee of the Group, or to
require the attendance of management at meetings to enable
them as Directors to fulfil their duties.

Page 4

Principle and Recommendations Comply
(Yes/No)
Explanation
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1
A listed entity should articulate and disclose its
values.
Yes (a) The Company and its subsidiary companies are
committed to conducting all of its business activities
fairly, honestly with a high level of integrity, and in
compliance with all applicable laws, rules and
regulations. The Board, management and employees are
dedicated to high ethical standards and recognise and
support the Company’s commitment to compliance with
these standards.
(b) The Company’s values are set out in its Code of Conduct
(which forms part of the Corporate Governance Plan) and
are available on the Company’s website. All employees
are given appropriate training on the Company’s values
and senior executives will continually reference such
values.
Recommendation 3.2
A listed entity should:
(a) have and disclose a code of conduct for its
Directors, senior executives and employees;
and
(b) ensure that the Board or a committee of the
Board is informed of any material breaches of
that code.
Yes (a) The Company’s Corporate Code of Conduct applies to the
Company’s Directors, senior executives and employees.
(b) The Company’s Corporate Code of Conduct (which forms
part of the Company’s Corporate Governance Plan) is
available on the Company’s website. Any material
breaches of the Code of Conduct are reported to the
Board or a committee of the Board.
Recommendation 3.3
A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the Board or a committee of the
Board is informed of any material incidents
reported under that policy.
Yes The Company’s Whistleblower Protection Policy (which forms
part of the Corporate Governance Plan) is available on the
Company’s website.
Any material breaches of the
Whistleblower Protection Policy are to be reported to the
Board or a committee of the Board.
Recommendation 3.4
A listed entity should:
(a) have and disclose an anti-bribery and
corruption policy; and
(b) ensure that the Board or committee of the
Board is informed of any material breaches of
that policy.
Yes The Company’s Anti-Bribery and Anti-Corruption is available
on the Company’s website. Any material breaches of the
Anti-Bribery and Anti-Corruption Policy are to be reported to
the Board or a committee of the Board.
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1
The Board of a listed entity should:
(a) have an audit committee which:
(i) has at least three members, all of whom
are non-executive Directors and a
majority of whom are independent
Directors; and
(ii) is chaired by an independent Director,
who is not the Chair of the Board,
and disclose:
(iii) the charter of the committee;
Partially (a) The Company’s Corporate Governance Plan contains an
Audit and Risk Committee Charter that provides for the
creation of an Audit and Risk Committee with at least
three members, all of whom must be non-executive
Directors, and majority of the Committee must be
independent Directors. The Committee must be chaired
by an independent Director who is not the Chair.

Page 5

Principle and Recommendations Comply
(Yes/No)
Explanation
(iv) the
relevant
qualifications
and
experience of the members of the
committee; and
(v) in relation to each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(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.
(b) The Company did not have an Audit and Risk Committee
for the past financial year as due to the size of Company,
the Board did not consider the Company would benefit
from its establishment, and does not currently have one.
In accordance with the Company’s Board Charter, the
Board carries out the duties that would ordinarily be
carried out by the Audit and Risk Committee under its
Charter
including
the
following
processes
to
independently verify the integrity of the Company’s
periodic reports which are not audited or reviewed by an
external auditor, as well as the processes for the
appointment and removal of the external auditor and the
rotation of the audit engagement partner:
(i) the Board devotes time at Board meetings to fulfilling
the roles and responsibilities associated with
maintaining the Company’s internal audit function
and arrangements with external auditors; and
(ii) overseeing the Company’s relationship with the
external auditor;
(iii) overseeing the adequacy of the control processes in
relation to the preparation of financial statements
and reports; and
(iv) overseeing the adequacy of the Company’s financial
risk management and internal controls
Recommendation 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 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 Company’s Audit and Risk Committee Charter requires
the CEO and CFO (or, if none, the person(s) fulfilling those
functions) to provide a sign off on these terms.
The Company has obtained a sign off on these terms for each
of its financial statements in the past financial year.
Recommendation 4.3
A listed entity should disclose its process to verify
the integrity of any periodic corporate report it
releases to the market that is not audited or
reviewed by an external auditor.
Yes The Company’s external auditor, Hall Chadwick (NSW),
reviews the annual Directors’ Report, annual Remuneration
Report and the annual and half yearly Financial Statements.
The balance of periodic corporate reports, including
Appendix 4C Quarterly Cashflow & Activity Reports and the
annual Corporate Governance Statement, are subject to an
internal review process by the CEO, CFO and relevant senior
executives before being submitted to the Board for review
and approval.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
A listed entity should have and disclose a written
policy for complying with its continuous
disclosure obligations under listing rule 3.1.
Yes The Company has a Continuous Disclosure Policy that outlines
the processes followed by the Company to ensure compliance
with its continuous disclosure obligations and the corporate
governance standards applied by the Company in its market
communications. The Continuous Disclosure Policy is
available on the Company's website.

Page 6

Principle and Recommendations Comply
(Yes/No)
Explanation
Recommendation 5.2
A listed entity should ensure that its board
receives
copies
of
all
material
market
announcements promptly after they have been
made.
Yes Under the Company’s Continuous Disclosure Policy, all
members
of
the
Board
receive
material
market
announcements promptly after they have been made.
Recommendation 5.3
A listed entity that gives a new and substantive
investor or analyst presentation should release a
copy of the presentation materials on the ASX
Market Announcements Platform ahead of the
presentation.
Yes All substantive investor or analyst presentations were
released on the ASX Markets Announcement Platform ahead
of such presentations.
Principle 6: Respect the rights of security holders
Recommendation 6.1
A listed entity should provide information about
itself and its governance to investors via its
website.
Yes Information about the Company and its governance is
available in the Corporate Governance Plan which can be
found on the Company’s website.
Recommendation 6.2
A listed entity should have an investor relations
program that facilitates effective two-way
communication with investors.
Yes The Company has adopted a Shareholder Communications
Strategy which aims to promote and facilitate effective two-
way communication with investors. The Strategy outlines a
range of ways in which information is communicated to
shareholders and is available on the Company’s website as
part of the Company’s Corporate Governance Plan.
Recommendation 6.3
A listed entity should disclose how it facilitates
and encourages participation at meetings of
security holders.
Yes Shareholders are encouraged to attend the Company’s
Annual General Meeting. The AGM is an opportunity for
shareholders to hear the Board provide updates on Group
performance, ask questions of the Board and vote on the
various resolutions affecting the business. Shareholders are
given an opportunity to ask questions of the Company’s
auditors regarding the conduct of the audit and preparation
and content of the auditor’s report.
Recommendation 6.4
A listed entity should ensure that all substantive
resolutions at a meeting of security holders are
decided by a poll rather than by a show of hands.
Yes All substantive resolutions at securityholder meetings are
decided by a poll rather than a show of hands.
Recommendation 6.5
A listed entity should give security holders the
option to receive communications from, and send
communications to, the entity and its security
registry electronically.
Yes Investors are able to communicate with the Company
electronically via the Website or by emailing the Company
Secretary. Investors are also able to communicate with the
Company’s registry electronically by emailing the registry or
via the registry’s website.

Page 7

Principle and Recommendations Comply
(Yes/No)
Explanation
Principle 7: Recognise and manage risk
Recommendation 7.1
The Board of a listed entity should:
(a) have a committee or committees to oversee
risk, each of which:
(i) has at least three members, a majority of
whom are independent Directors; and
(ii) is chaired by an independent Director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) as at the end of each reporting period,
the number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b) if it does not have a risk committee or
committees that satisfy (a) above, disclose
that fact and the process it employs for
overseeing the entity’s risk management
framework.
Yes (a) The Company’s Corporate Governance Plan contains an
Audit and Risk Committee Charter that provides for the
creation of an Audit and Risk Committee with at least
three members, all of whom must be non-executive
Directors, and majority of the Committee must be
independent Directors. The Committee must be chaired
by an independent Director who is not the Chair.
A copy of the Corporate Governance Plan is available on
the Company’s website.
(b) The Company did not have an Audit and Risk Committee
for the past financial year as the Board did not consider
the Company would benefit from its establishment, and
does not currently have one. In accordance with the
Company’s Board Charter, the Board carries out the
duties that would ordinarily be carried out by the Audit
and Risk Committee under the Audit and Risk Committee
Charter including the following processes to oversee the
entity’s risk management framework:
(i) the Board devotes time at Board meetings to fulfilling
the roles and responsibilities associated with
overseeing risk and maintaining the entity’s risk
management framework and associated internal
compliance and control procedures; and
(ii) The Board has responsibility for monitoring risk
oversight and ensure that the Chairman reports on
the status of business risks through risk management
programs aimed at ensuring risks are identified,
assessed and appropriately managed. In addition, the
Board is responsible for reviewing the risk
management framework and policies for the
Company.

Page 8

Principle and Recommendations Comply
(Yes/No)
Explanation
Recommendation 7.2
The Board or a committee of the Board should:
(a) review
the
entity’s
risk
management
framework at least annually to satisfy itself
that it continues to be sound and that the
entity is operating with due regard to the risk
appetite set by the Board; and
(b) disclose in relation to each reporting period,
whether such a review has taken place.
Yes (a) The Audit and Risk Committee Charter requires that the
Audit and Risk Committee (or, in its absence, the Board)
should, at least annually, satisfy itself that the Company’s
risk management framework continues to be sound and
that the Company is operating with due regard to the risk
appetite set by the Board.
(b) The Company undertook a review of risk during the
period.
Recommendation 7.3
A listed entity should disclose:
(a) if it has an internal audit function, how the
function is structured and what role it
performs; or
(b) if it does not have an internal audit function,
that fact and the processes it employs for
evaluating and continually improving the
effectiveness
of
its
governance,
risk
management and internal control processes.
Yes The Company did not have an internal audit function for the
past financial year. In the absence of a risk committee, the
Board is responsible for identifying the risks facing the
Company, assessing the risks and ensuring that there are
controls for these risks, which are to be designed to ensure
that any identified risk is mitigated to an acceptable level. The
Board will review and discuss strategic risks and opportunities
as they arise and arising from changes in the Company’s
business environment regularly and on an “as need” basis.
The Board may delegate some of the abovementioned
responsibility to management and committees of the Board
but maintain the overall responsibility for the process.
The full Board of the Company is also responsible for
establishing policies on risk oversight, internal control and
management
Recommendation 7.4
A listed entity should disclose whether it has any
material exposure to environmental or social risks
and, if it does, how it manages or intends to
manage those risks.
Yes The Audit and Risk Committee Charter requires the Audit and
Risk Committee (or, in its absence, the Board) to assist
management to determine whether the Company has any
potential or apparent exposure to environmental or social
risks and, if it does, put in place management systems,
practices and procedures to manage those risks.
The Company’s Corporate Governance Plan requires the
Company to disclose whether it has any potential or apparent
exposure to environmental or social risks and, if it does, put
in place management systems, practices and procedures to
manage those risk.
The Company’s operations are not subject to any significant
environmental regulations under the Commonwealth or
State legislation. The Board believes that the Company has
adequate systems in place for the management of its
environment requirements and are not aware of any breach
of those environmental requirements as they apply to the
Company. The Company discloses this information in its
Annual Report.

Page 9

Principle and Recommendations Comply
(Yes/No)
Explanation
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
The Board of a listed entity should:
(a) have a remuneration committee which:
(i)
has at least three members, a majority
of whom are independent Directors;
and
(ii)
is chaired by an independent Director,
and disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee; and
(v)
as at the end of each reporting period,
the number of times the committee
met throughout the period and the
individual attendances of the members
at those meetings; or
(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.
Partially (a) The Company does not presently have a Remuneration
Committee. The Company's Remuneration and Nomination
Committee Charter provides for the creation of a
Remuneration and Nomination Committee (if it is
considered it will benefit the Company), with at least three
members, a majority of whom are to be independent
Directors, and which must be chaired by an independent
Director.
(b) The Company does not presently have a Remuneration
Committee as the Board considers the Company will not
currently benefit from its establishment. In accordance with
the Company's Board Charter, due to the size and nature of
the Company, the Board performs the role of the
Remuneration Committee. When the Board convenes as the
Remuneration Committee, it carries out the duties that
would ordinarily be carried out by the Remuneration
Committee as identified in the Company's Remuneration
and Nomination Committee Charter. This includes the
processes to set the level and composition of remuneration
for Directors and senior executives and ensuring that such
remuneration is appropriate and not excessive. The Board
will devote time at the annual Board meeting to assess the
level and composition of remuneration for Directors and
senior executives.
Recommendation 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.
Yes The Company’s Corporate Governance Plan requires the
Board to disclose its policies and practices regarding the
remuneration of Directors and senior executives, which is
disclosed in the remuneration report contained in the
Company’s Annual Report as well as being disclosed on the
Company’s website.
Recommendation 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.
Yes Equity-based executive remuneration is made in accordance
with thresholds set in plans approved by Shareholders. In the
past, the Company has issued equity-based remuneration to
both Executive and Non-Executive Directors which has been
approved by Shareholders at a general meeting.

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ABOUT VECTION TECHNOLOGIES:

Vection Technologies is a growing enterprise-focused company that helps businesses bridge the physical and digital worlds. We help organisations leverage their 3D data via powerful extended reality (XR) interfaces that foster collaboration and learning, grow sales and more.

Vection Technologies is listed on the Australian Securities Exchange (ASX) with ticker code VR1, and trades on the U.S. over-thecounter (OTC) markets under the symbol VCTNY and is also listed on Germany’s Frankfurt Stock Exchange under the ticker S1X.

For more information, please visit: www.vection-technologies.com

ASX release authorised by the Board of Directors of Vection Technologies Ltd.

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