June 2025 Appendix 4G

Rules 4.7.3 and 4.10.3
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
Manuka Resources Limited

ABN/ARBN Financial year ended:
80 611 963 225 30 June 2025
Our corporate governance statement
1
for the period above can be found at:
☒
This URL on our
website:
https://www.manukaresources.com.au/corporate-governance

The Corporate Governance Statement is accurate and up to date as of 30 September 2025 and has
been approved by the Board.
The annexure includes a key to where our corporate governance disclosures can be located.


Dennis Karp
Executive Chairman
30 September 2025





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.
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.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 2
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Where a box below is ticked,
2
we have followed the
recommendation in full for the whole of 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:
3

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.
☒
The Manuka Board Charter is disclosed at
https://manukaresources.com.au/corporate-governance



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.
☒

1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
☒

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.
☒


2
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/”).
3
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.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 3
Corporate Governance Council recommendation Where a box below is ticked,
2
we have followed the
recommendation in full for the whole of 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:
3

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.

The Company has adopted a Diversity Policy, located at:
https://manukaresources.com.au/corporate-governance






☒
As disclosed at page 3 in the Corporate Governance Statement,
given the stage of operation and resourcing levels together with the
size of the workforce, the Board considers it not practical to set
measurable gender objectives at this time but will keep this under
review as the Company grows.




☒ disclosed at page 4 in the Corporate Governance Statement.



☒ disclosed at page 4 in the Corporate Governance Statement.


Manuka was not in the S&P / ASX 300 Index at the commencement
of the reporting period.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 4
Corporate Governance Council recommendation Where a box below is ticked,
2
we have followed the
recommendation in full for the whole of 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:
3

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.

☒
The Company does not fully comply with Recommendation 1.6.
The Board undertakes informal reviews of its own performance but
has not adopted a formal process for performance evaluation.
Given the given the stage of operation and resourcing levels
together with the size of the Board, the Board considers that
informal reviews are appropriate and sufficient.
An informal performance evaluation was undertaken for the 2025
financial year. Refer page 4 in the Corporate Governance
Statement.
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.

☒
The Company does not fully comply with Recommendation 1.7.
While the Board undertakes informal review of the performance of
the Senior Team, there has not been the adoption of a formal
process for performance evaluation.
Given the given the stage of operation and resourcing levels the
Board considers that an informal review process is sufficient.
An informal performance evaluation was undertaken for the 2025
financial year. Refer page 4 in the Corporate Governance
Statement.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 5
Corporate Governance Council recommendation Where a box below is ticked,
2
we have followed the
recommendation in full for the whole of 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:
3

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.





☒
The Manuka Nomination Committee Charter is disclosed at
https://manukaresources.com.au/corporate-governance



☒
Disclosure has been made that Manuka does not have a Nomination
Committee and the processes employed 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 page 5 in the
Corporate Governance Statement.

☒ disclosed at page 5 in the Corporate Governance Statement.

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.
☒
The Board Skills Matrix has been disclosed at page 5 in the Corporate
Governance Statement.

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.
☒
The name of the director considered by the Board to be independent has
been disclosed on page 6 in the Corporate Governance Statement.

Where applicable, the information referred to in paragraph (b) has been
addressed on page 6 in the Corporate Governance Statement.



The length of service of each director has been disclosed at page 3 in
the Corporate Governance Statement.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 6
Corporate Governance Council recommendation Where a box below is ticked,
2
we have followed the
recommendation in full for the whole of 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:
3

2.4 A majority of the board of a listed entity should be independent
directors.

☒ disclosed at page 6 in the Corporate Governance Statement
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.

☒ disclosed at page 6 in the Corporate Governance Statement
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.
☒ disclosed at page 7 in the Corporate Governance Statement

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 7
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
☒
Manuka’s values have been disclosed at page 6 in the Corporate
Governance Statement and on the Company’s website.
https://manukaresources.com.au/corporate-governance

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.
☒
Manuka’s Code of Conduct has been disclosed at page 8 in the Corporate
Governance Statement and on the Company’s website
https://manukaresources.com.au/corporate-governance

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.
☒
Manuka’s Whistleblower Policy has been disclosed at page 8 in the
Corporate Governance Statement and on the Company’s website.
https://manukaresources.com.au/corporate-governance

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.
☒
Manuka’s Anti-Bribery and Corruption Policy has been disclosed at page 8
in the Corporate Governance Statement and on the Company’s website.
hhttps://manukaresources.com.au/corporate-governance

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 8
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.







☒
A copy of the charter of the Audit Committee can be found on the
Company’s website.
https://manukaresources.com.au/corporate-governance


☒
Disclosure has been made that Manuka does not have an audit committee
and the processes employed that independently verify and safeguard the
integrity of the corporate reporting at pages 7 and 8 in the Corporate
Governance Statement.
☒ disclosed at page 8 in the 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.
☒

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.
☒

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 9
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.
☒
Manuka’s continuous disclosure compliance policy is set out at page 11 in
the Corporate Governance Statement and on the Company’s website.
https://manukaresources.com.au/corporate-governance

5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
☒

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.
☒

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 10
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.
☒
Manuka has disclosed information about the Company and the
governance structure and processes on the website at:
https://manukaresources.com.au/corporate-governance

6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
☒

6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
☒
Manuka has disclosed how participation at meetings of Shareholders is
facilitated and encouraged at page 12 of the Corporate Governance
Statement and on the Company’s website at
https://manukaresources.com.au/corporate-governance

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.
☒

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.
☒

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 11
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.




☒
Manuka has disclosed a copy of the charter of the Risk Committee at:
https://manukaresources.com.au/corporate-governance



☒
Manuka has disclosed on page 14 in the Corporate Governance
Statement no risk committee has been established and the processes
employed for overseeing the risk management framework.
☒ disclosed at page 14 in the 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.

☒
Manuka has disclosed at page 14 of the Corporate Governance
Statement the Company does not comply with Recommendation
7.2.
While the Board considers risk on an ongoing basis, it has not
undertaken or disclosed a formal review of the risk management
framework during the reporting period – the Board considers that
an informal approach is appropriate and proportionate at this time.
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.

☒
Manuka has disclosed at page 14 of the Corporate Governance
Statement there is no internal audit function and the processes
employed for evaluating and continually improving the
effectiveness of the risk management and internal control
processes at.
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.
☒
Manuka has disclosed if there is any material exposure to environmental
and social risks and the management of those risks; if they exist at page
15 in the Corporate Governance Statement.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 12
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.






Manuka has disclosed a copy of the charter of the Remuneration
Committee at:
https://manukaresources.com.au/corporate-governance



☒
As disclosed at page 16 in the Corporate Governance Statement,
the Company does not have a remuneration committee.
The full Board carries out remuneration responsibilities, which is
considered appropriate given the Company’s stage of operations
and resource levels.
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.
☒
Manuka has disclosed separately the remuneration policies and
practices regarding the remuneration of non-executive directors and the
remuneration of executive directors and other senior executives at page
16 in the Corporate Governance Statement and in the Remuneration
Report in the 2025 Annual Report.

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.
☒
Manuka has disclosed the Company’s policy on equity-based
remuneration schemes at page 16 in the Corporate Governance
Statement.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 13
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.

☒ Manuka does not have a director in this position, 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.

☒ Manuka is established in Australia, 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.

☒ Manuka is established in Australia and not an externally
managed listed entity and this recommendation is therefore
not applicable