Ultima United : Appendix 4G and Corporate Governance Statement

UUL.AX

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity

Ultima United Limited

ABN/ARBN

30 123 920 990

Financial year ended:

30 June 2021

For personal use only

Our corporate governance statement1 for the period above can be found at:2

These pages of our

This URL on our

☒https://www.ultimaunited.com/corporate-governance website:

The Corporate Governance Statement is accurate and up to date as at 30 June 2021 and has been approved by the board.

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

Date:

24 December 2021

Name of authorised officer

Cheng Yan Marcus Goh, Executive Director

authorising lodgement:

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.

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

r personal use only

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

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

☐ set out in our Corporate Governance Statement OR

out:

and we have disclosed a copy of our board charter at:

☐ we are an externally managed entity and this recommendation

(a) the respective roles and responsibilities of its board and

this URL on our website:

is therefore not applicable

management; and

https://www.ultimaunited.com/corporate-governance

(b) those matters expressly reserved to the board and those

delegated to management.

1.2

A listed entity should:

☒ and we have disclosed this in our Corporate Governance

☐ set out in our Corporate Governance Statement OR

(a) undertake appropriate checks before appointing a director or

Statement available on our website at:

☐ we are an externally managed entity and this recommendation

senior executive or putting someone forward for election as

https://www.ultimaunited.com/corporate-governance

is therefore not applicable

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.

1.3

A listed entity should have a written agreement with each director

☒ and we have disclosed this in our Corporate Governance

☐ set out in our Corporate Governance Statement OR

and senior executive setting out the terms of their appointment.

Statement available on our website at:

☐ we are an externally managed entity and this recommendation

https://www.ultimaunited.com/corporate-governance

is therefore not applicable

1.4

The company secretary of a listed entity should be accountable

☒ and we have disclosed this in our Corporate Governance

☐ set out in our Corporate Governance Statement OR

directly to the board, through the chair, on all matters to do with

Statement available on our website at:

☐ we are an externally managed entity and this recommendation

the proper functioning of the board.

https://www.ultimaunited.com/corporate-governance

is therefore not applicable

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

Page 2

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

r personal use only

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

1.5

A listed entity should:

☒ set out in our Corporate Governance Statement OR

(a) have and disclose a diversity policy;

and we have disclosed a copy of our diversity policy at:

☐ we are an externally managed entity and this recommendation

(b) through its board or a committee of the board set

……………………………………………………………………………..

is therefore not applicable

measurable objectives for achieving gender diversity in the

[insert location]

composition of its board, senior executives and workforce

and we have disclosed the information referred to in paragraph (c)

generally; and

at:

(c) disclose in relation to each reporting period:

……………………………………………………………………………..

(1) the measurable objectives set for that period to

[insert location]

achieve gender diversity;

and if we were included in the S&P / ASX 300 Index at the

(2) the entity's progress towards achieving those

commencement of the reporting period our measurable objective for

objectives; and

achieving gender diversity in the composition of its board of not less

(3) either:

than 30% of its directors of each gender within a specified period.

(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.

1.6

A listed entity should:

☐ set out in our Corporate Governance Statement OR

(a) have and disclose a process for periodically evaluating the

and we have disclosed the evaluation process referred to in

☐ we are an externally managed entity and this recommendation

performance of the board, its committees and individual

paragraph (a) in our Corporate Governance Statement available on

is therefore not applicable

directors; and

our website at https://www.ultimaunited.com/corporate-governance;

(b) disclose for each reporting period whether a performance

and whether a performance evaluation was undertaken for the

evaluation has been undertaken in accordance with that

reporting period in accordance with that process at:

process during or in respect of that period.

As above.

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

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

r personal use only

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

1.7

A listed entity should:

☐ set out in our Corporate Governance Statement OR

(a) have and disclose a process for evaluating the performance

and we have disclosed the evaluation process referred to in

☐ we are an externally managed entity and this recommendation

of its senior executives at least once every reporting period;

paragraph (a) in our Corporate Governance Statement available on

is therefore not applicable

and

our website at https://www.ultimaunited.com/corporate-governance;

(b) disclose for each reporting period whether a performance

and whether a performance evaluation was undertaken for the

evaluation has been undertaken in accordance with that

reporting period in accordance with that process at:

process during or in respect of that period.

As above.

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

Page 4

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

r personal use only

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

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:

☒ set out in our Corporate Governance Statement OR

(a) have a nomination committee which:

[If the entity complies with paragraph (a):]

☐ we are an externally managed entity and this recommendation

(1) has at least three members, a majority of whom are

and we have disclosed a copy of the charter of the committee at:

is therefore not applicable

independent directors; and

……………………………………………………………………………..

(2) is chaired by an independent director,

[insert location]

and disclose:

and the information referred to in paragraphs (4) and (5) at:

(3) the charter of the committee;

……………………………………………………………………………..

(4) the members of the committee; and

[insert location]

(5) as at the end of each reporting period, the number

[If the entity complies with paragraph (b):]

of times the committee met throughout the period

and we have disclosed the fact that we do not have a nomination

and the individual attendances of the members at

committee and the processes we employ to address board

those meetings; or

succession issues and to ensure that the board has the appropriate

(b) if it does not have a nomination committee, disclose that

balance of skills, knowledge, experience, independence and

fact and the processes it employs to address board

diversity to enable it to discharge its duties and responsibilities

succession issues and to ensure that the board has the

effectively at:

appropriate balance of skills, knowledge, experience,

……………………………………………………………………………..

independence and diversity to enable it to discharge its

[insert location]

duties and responsibilities effectively.

2.2

A listed entity should have and disclose a board skills matrix

☐ set out in our Corporate Governance Statement OR

setting out the mix of skills that the board currently has or is

and we have disclosed our board skills matrix in our Corporate

☐ we are an externally managed entity and this recommendation

looking to achieve in its membership.

Governance Statement available on our website at

is therefore not applicable

https://www.ultimaunited.com/corporate-governance

2.3

A listed entity should disclose:

☐ set out in our Corporate Governance Statement

(a) the names of the directors considered by the board to be

and we have disclosed the names of the directors considered by the

independent directors;

board to be independent directors at:

(b) if a director has an interest, position, affiliation or

pages 4 to 12 of the Directors' Report of 2021 UUL Annual Report

relationship of the type described in Box 2.3 but the board

available on https://www.ultimaunited.com/financial-reports

is of the opinion that it does not compromise the

and the length of service of each director at:

independence of the director, the nature of the interest,

As above.

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.

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

Page 5

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Ultima United Ltd. published this content on 24 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 December 2021 05:16:06 UTC.