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Corporate Governance

Introduction:

The Board of the AMA Group Limited is committed to protecting shareholders’ interests and keeping investors fully informed about the performance of the Company’s business.

The Directors have undertaken to perform their duties with honesty, integrity, care and diligence, according to the law and in a manner that reflects the highest standards of governance.

The Directors have established the following processes to protect the interests and assets of shareholders and to ensure the highest standard of integrity and governance of the Company.

This corporate governance statement is segmented according to the ten Principles of Good Governance recommended by the ASX Corporate Governance Council. Except as highlighted, the Board believes that once admitted to the official list of the ASX, the Company will adopted the spirit of, and demonstrated a commitment to embracing, the ASX Corporate Governance Council’s Principles of Good Governance as they are relevant to the size and complexity of the Company and its operations. Further, the Board has recently adopted a formal Board Charter, Audit Committee Charter, Audit Policy, External Communications policy (including a continuous disclosure policy), Securities Trading Policy and Code of Conduct for Directors and officers. Copies of these codes and policies are available to shareholders on request.

Introduction

AMA Group Limited Corporate Governance Introduction

Lay a solid foundation for management and oversight

Functions and Responsibilites of the Board and Management

Structure the board to add value

Composition of the Board, Director Selection, Board Committees, and Independent Professional Advice

Promote ethical and responsible decision-making

Codes of Conduct and Share Trading Policy

Safeguarding integrity in financial reporting

Financial Reporting and Audit Committee

Make timely and balanced disclosure

Requirements of the ASX

Respect the rights of shareholders

Communications Strategy and Participation in Meetings

Recognise and manage risk

Risk Oversight and Management Policy

Encourage enhanced performance

Evaluating the Board

Remunerate fairly and responsibly

Remuneration Policy, Objectives, Structure and Committee