Announcement PDF CORPORATE GOVERNANCE STATEMENT YEAR ENDED 30 JUNE 2025 The Company is committed to implementing the highest standards of corporate governance. In determining what those high standards should involve the Company has considered the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Recommendations. In line with the above, the Board has set out the way forward for the Company in its implementation of its Principles of Good Corporate Governance and Recommendations. The approach taken by the Board was to set a blueprint for the Company to follow as it introduces elements of the governance process. Due to the current size of the Company and the scale of its operations it is neither practical nor economic for the adoption of all of the recommendations approved via the board charter. Where the Company has not adhered to the recommendations it has stated that fact in this Corporate Governance Statement however has set out a mandate for future compliance when the size of the Company and the scale of its operations warrants the introduction of those recommendations. The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance duties. The Company’s Corporate Governance Plan is available on the Company’s website at https://liviumcorp.com/corporate-policies/. RECOMMENDATIONS (4TH EDITION) Principle 1: Lay solid foundations for management and oversight Recommendation 1.1 A listed entity should have and disclose a 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. COMPLY YES EXPLANATION To add value to the Company the Board has been formed so that it has effective composition, size and commitment to adequately discharge its responsibilities and duties. Directors are appointed based on the specific skills required by the Company and on their decision-making and judgment. The Board’s role is to govern the Company rather than to manage it. In governing the Company, the Directors must act in the best interests of the Company as a whole. It is the role of senior management to manage the Company in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out those delegated duties. In carrying out its governance role, the main task of the Board is to drive the performance of the Company. The Board must also ensure that the Company complies with all of its contractual, statutory and any other legal obligations, including the requirements of any regulatory body. The Board has the final responsibility for the successful operations of the Company. Without intending to limit this general role of the Board, the principal functions and RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION responsibilities of the Board cover the following areas: • Leadership • Strategy • Shareholder Liaison • Risk Management • Company Finances • Human Resources • Occupational health and safety • Delegation of Authority • Corporate governance Further details are set out in the Board Charter. 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 (a) Directors are appointed based on the specific governance skills required by the Company. Given the size of the Company and the business that it operates, the Company aims at all times to have at least one Director with experience appropriate to the Company’s operations. The Company’s current Directors all have relevant experience in the operations. In addition, Directors should have the relevant blend of personal experience in: (i) Accounting and financial management; and (ii) Director-level business experience. Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a Director of the Company. RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION In determining candidates for the Board, the Remuneration & Nomination Committee follows a prescribed process whereby it evaluates the mix of skills, experience and expertise of the existing Board. In particular, the Remuneration & Nomination Committee will identify the particular skills that will enhance the Board's effectiveness. Consideration is also given to the balance of independent directors. Potential candidates are identified and, if relevant, the Remuneration & Nomination Committee (or equivalent) recommends an appropriate candidate for appointment to the Board. Any appointment made by the Board is subject to approval of election by shareholders at the next annual general meeting. Each NonExecutive Director has a written agreement with the Company that covers all aspects of their appointment including term, time commitment required, remuneration, disclosure of interests that may affect independence, guidance on complying with the Company’s corporate governance policies and the right to seek independent advice, indemnity and insurance arrangements, rights of access to the Company’s information and ongoing confidentiality obligations as well as roles on the Company’s committees. Executive Director agreements includes the same details as the non-executive directors’ agreements but also includes a position description, reporting hierarchy and termination clauses. The Remuneration & Nomination Committee is responsible for implementing a program to identify, assess and enhance Director competencies. In addition, the Remuneration & Nomination Committee puts in place succession plans to ensure an appropriate mix of skills, experience, expertise and diversity are maintained on the Board. Full details of the procedure are contained in the Director Selection Procedure. (b) All material information (such as biographical details, other material directorships, confirmation that relevant background checks have been performed, term of office, etc.) relevant to a decision on whether or not to elect or re-elect a Director must be provided to security holders in the Notice of Meeting containing the resolution to elect or re-elect a Director. RECOMMENDATIONS (4TH EDITION) Recommendation 1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. 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. 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 in achieving them; 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. COMPLY EXPLANATION YES The Company has a written agreement with each of the Directors and senior executives setting out the terms of their appointment. YES Full details of the Company Secretary’s roles and responsibilities are contained in the Board Charter. YES (a) The Company recognises and respects the value of diversity at all levels of the organisation. The Group is committed to workplace inclusion and diversity at all levels of the organisation, regardless of gender, marital or family status, sexual orientation, gender identity, age, disabilities, ethnicity, religious beliefs, cultural background, socio-economic background, perspective and experience and has adopted an Inclusion and Diversity Policy. (b) The Company has set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally. (c) (i) The objectives for the employment of women remained the same as the prior year: ▪ to the Board – 25% by 2026 ▪ to senior management – 25% by 2026 ▪ to the organisation as a whole – 25% by 2026 (ii) and (iii)(A) As at 30 June 2025, the Company reports the following proportion of women appointed: ▪ to the Board –25% ▪ to senior management (including Company Secretary) – 33% ▪ to the organisation as a whole – 42% RECOMMENDATIONS (4TH EDITION) 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 was undertaken in accordance with that process or in respect of that period. 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 or in respect of that period. 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 COMPLY YES YES NO EXPLANATION The Company recognises that diversity extends to matters of age, disability, ethnicity, marital or family status, religious beliefs, cultural background, sexual orientation, socio-economic background, perspective and experience. Where possible, the Company will seek to identify suitable candidates for positions from a diverse pool. The Company will continue to look at other measures of diversity. It is the policy of the Board to conduct evaluation of individual’s performance. The objective of this evaluation is to provide best practice corporate governance to the Company. During the financial year a self-assessment evaluation was undertaken in relation to the performance of the Board and the Committees. This process was overseen by the Remuneration & Nomination Committee. The Company has adopted a Performance Management Policy. It is the policy of the Board to conduct evaluation of individuals’ performance. The objective of this evaluation is to provide best practice corporate governance to the Company. An evaluation of the performance of the senior executives in respect of the year ended 30 June 2025 was carried out with oversight from the Company’s Remuneration & Nomination Committee. The role of the Remuneration & Nomination Committee is to help achieve a structured Board that adds value to the Company by ensuring an appropriate mix of skills are present in Directors on the Board at all times. Due to the size and composition of the Board at 30 June 2025, the three Non-Executive Directors, being Phil Thick, Phillip Campbell and Kristie Young are committee members. The Chair of the Remuneration & Nomination Committee is Phil Thick. The committee Chair and its members are all independent directors, and accordingly the Company complies with this recommendation at 30 June 2025. The Company was not in compliance with this recommendation during the period between 4 January 2025 to 27 May 2025, during which time the committee consisted of only two members. Mr George Bauk resigned as Non-Executive Chair on 3 January 2025 and ceased as a member of the Remuneration & Nomination RECOMMENDATIONS (4TH EDITION) (b) COMPLY 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, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively. Recommendation 2.2 A listed entity should have and disclose a board skill matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. 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, 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 EXPLANATION Committee on this date. Mr Campbell was formally appointed a member of the Remuneration & Nomination Committee on 28 May 2025. The Company was in compliance with this recommendation for all other times during the year. YES YES The Company has adopted a Remuneration & Nomination Committee Charter, a copy of which is available on the Company’s website. The Company has reviewed the skill set of its Board to determine where the skills lie and any relevant gaps in skills shortages. The Company is working towards filling these gaps through professional development initiatives as well as seeking to identify suitable Board candidates for positions from a diverse pool. The Board Skills Matrix was revised during the year. The Board Skills Matrix is included at Appendix A. The Company recognises the importance of Non-Executive Directors and the external perspective and advice that Non-Executive Directors can offer. A Director is considered to be independent in circumstances where the Director: • is a Non-Executive Director; • is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company; • within the last three years has not been employed in an executive capacity by the Company or another group member, or been a Director after ceasing to hold any such employment; • within the last three years has not been a principal of a material professional adviser or a material consultant to the Company or another group member, or an employee materially associated with the service provided; • is not a material supplier or customer of the Company or another group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; • has no material contractual relationship with the Company or other group member other than as a Director of the Company; • has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION • • the best interests of the Company; is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company; and does not receive performance based remuneration nor participates in an employee incentive scheme. Materiality for the purposes of the points above is determined on the basis of both quantitative and qualitative aspects with regard to the independence of Directors. Independence of the Directors in office at 30 June 2025 is assessed below. Phillip Campbell (appointed 1 April 2025 & length of service <1 year) is a NonExecutive Director and Chairman of the Company and meets the Company’s criteria for independence. The experience Mr Campbell brings to the Board makes his contribution to the Board such that it is appropriate for him to remain on the Board in his position as Non-Executive Chair. Simon Linge (appointed 21 August 2023 & length of service as a director 2 years) is Managing Director and CEO of the Company. As Simon performs an executive role, he is not considered independent. Kristie Young (appointed 21 December 2020 & length of service 4.5 years) is a Non-Executive Director of the Company and meets the Company’s criteria for independence. Her experience and knowledge of the Company makes her contribution to the Board such that it is appropriate for her to remain on the Board and in her position as a Non-Executive Director. Phil Thick (appointed 30 April 2021 & length of service 4 years) is a Non-Executive Director of the Company and meets the Company’s criteria for independence. His experience and knowledge of the Company makes his contribution to the Board such that it is appropriate for him to remain on the Board. RECOMMENDATIONS (4TH EDITION) Recommendation 2.4 A majority of the board of a listed entity should be independent directors. 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. Recommendation 2.6 A listed entity should have a program for inducting new directors and 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. COMPLY EXPLANATION George Bauk (appointed 15 July 2015, resigned 3 January 2025 & length of service 9.5 years). During the year and up until his date of resignation, Mr Bauk was NonExecutive Director and Chairman of the Company and met the Company’s criteria for independence. The Board is of the opinion that the interest, position or relationship did not interfere with the George Bauk’s capacity to bring independent judgment to bear on issues before the Board nor to act in the best interests of the Company as a whole. George Bauk’s tenure as Chair of the Company provided a deep understanding of the Company and its business. The Company is in compliance with this recommendation. YES YES YES The Chairperson is an independent Director who is not the CEO / Managing Director. It is the policy of the Company that each new Director undergoes an induction process in which they are given a full briefing on the Company, as per the Director Induction Program. Where possible this includes meetings with key executives, tours of the premises, an induction package and presentations. Information conveyed to new Directors include: • details of the roles and responsibilities of a Director; • formal policies on Director appointment as well as conduct and contribution expectations; • a copy of the Corporate Governance Statement, Charters, Policies and Memos; and • a copy of the Constitution of the Company. In order to achieve continuing improvement in Board performance, all Directors are encouraged to undergo continual professional development. RECOMMENDATIONS (4TH EDITION) Principle 3: Instil a culture of acting lawfully, ethically & responsibly Recommendation 3.1 A listed entity should articulate and disclose its 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. 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. Recommendation 3.4 A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or a committee of the board is informed of any material breaches of that policy. 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; COMPLY EXPLANATION The Company’s Statement of Values is available on the Company’s website. YES YES YES YES NO As part of its commitment to recognising the legitimate interests of stakeholders, the Company has established a Code of Conduct for Directors, Senior Executives and Employees to guide compliance with legal and other obligations to legitimate stakeholders and to assist the Board to carry its functions. These stakeholders include employees, clients, customers, government authorities, creditors and the community as whole. In general, the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of the Company. It is required to do all things that may be necessary to be done in order to carry out the objectives of the Company. The Company has adopted a Whistleblower Policy, a copy of which is available on the Company’s website. The Audit & Risk Committee is informed of any material instances reported under the policy. The Company has adopted an Anti-Bribery and Anti-Corruption Policy, a copy of which is available on the Company’s website. The Audit & Risk Committee is informed of any material breaches reported under the policy. At 30 June 2025, the Audit and Risk Committee consists of Kristie Young (Chair), Phil Thick and Phillip Campbell who are all independent Non-Executive Directors with experience relevant to being a member of the Audit and Risk Committee. Kristie Young has had experience with audit and financial compliance as part of her responsibilities with various companies. Phil Thick and Phillip Campbell have had experience with audit and financial compliance as part of their responsibilities with various companies across various executive roles. The Company complies with this recommendation at 30 June 2025. The Company was not in compliance with this recommendation during the period between 4 January 2025 to 27 May 2025, during which time the committee RECOMMENDATIONS (4TH EDITION) 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 financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. 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, 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. 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. COMPLY (iv) 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. EXPLANATION consisted of only two members. Mr George Bauk resigned as Non-Executive Chair on 3 January 2025 and ceased as a member of the Audit & Risk Committee on this date. Mr Campbell was formally appointed a member of the Audit & Risk Committee on 28 May 2025. The Company was in compliance with this recommendation for all other times during the year. The Company has adopted an Audit & Risk Committee Charter, a copy of which is available on the Company’s website. YES YES YES The CEO and CFO provide a declaration to the Board in accordance with section 295A of the Corporations Act for each financial report and assure the Board that such declaration is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. The Board carries out the following processes to verify and safeguard the integrity of its periodic corporate reporting: • regular review of financial reports; • variance analysis; and • CEO and CFO sign-off on quarterly, half-yearly and annual financial reports. In accordance with the Continuous Disclosure Policy, the Board has designated the Company Secretary as the person responsible for overseeing and coordinating disclosure of information to the ASX as well as communicating with the ASX. In accordance with the ASX Listing Rules the Company immediately notifies the ASX of information: • concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company’s securities; and RECOMMENDATIONS (4TH EDITION) COMPLY 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. 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. 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. Recommendation 6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors. YES that would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the Company’s securities. The Company has established a process whereby all directors receive notification of all announcements immediately upon release to the market. YES Presentations are released on the ASX Market Announcements Platform ahead of the presentation being given. YES YES The Company’s website includes the following: • Corporate Governance Policies / Codes / Charters / Frameworks • Names and biographies of each of its directors and senior executives • Constitution • Copies of annual, half yearly and quarterly reports • ASX announcements • Copies of notices of meetings of security holders • Media releases • Company’s values • Overview of the business division operations and assets • Historical market price information of the securities on issue • Contact details for the share registry and media enquiries The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the Company is committed to: • communicating effectively with shareholders through releases to the market via ASX, information distributed to shareholders, general meetings of the Company, and through Investor Hub; • giving shareholders ready access to balanced and understandable information about the Company and corporate proposals; • requesting the external auditor to attend the annual general meeting and RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report of future Annual Reports. The Company also makes available a telephone number and email address for shareholders to make enquiries of the Company. Recommendation 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. 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. 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. 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 YES The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the Company is committed to making it easy for shareholders to participate in shareholder meetings of the Company. The Company also makes available a telephone number and email address for shareholders to make enquiries of the Company. All substantive resolutions, including any resolutions that relate to ASX listing rules, at a meeting of security holders are decided