Appendix 4G and Corporate Governance Statement

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 2026
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 2026 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 2026





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.
☒
Disclosure has been made at page 4 of the Corporate
Governance Statement, and the Board Charter is disclosed
at the Company’s Corporate Governance webpage.



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.
☒
Disclosure has been made at page 5 of the Corporate
Governance Statement.

☒
Disclosure has been made at page 5 of the Corporate
Governance Statement.

1.3 A listed entity should have a written agreement with
each director and senior executive setting out the terms
of their appointment.
☒
Disclosure has been made at page 5 of the Corporate
Governance Statement.

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.
☒
Disclosure has been made at page 5 of the Corporate
Governance Statement.



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.

☒
Disclosure has been made at page 6 of the Corporate
Governance Statement, and the Diversity Policy is
disclosed at the Company’s Corporate Governance
webpage.








☒
Not followed. See page 6 of the Corporate
Governance Statement. The Company’s workforce is
continuing to develop as the Company progresses
towards increased production.






☒ Not followed. See page 6 of the Corporate
Governance Statement.


☒ Not followed. See page 6 of 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.
☒
Disclosure has been made at page 6 of the Corporate
Governance Statement that the Board has established an
annual process for evaluating the performance and
effectiveness of the Board and individual Directors, and a
performance evaluation was undertaken during 2026 in
accordance with the process.


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.
☒
Disclosure has been made at page 6 of the Corporate
Governance Statement that a process for evaluating the
performance of the Senior Team has been established and
a performance evaluation was undertaken during 2026 in
accordance with the process.

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 Charter of the Nomination Committee can be found on
the Company’s Corporate Governance website.




☒
Disclosure has been made at page 7 of the Corporate
Governance Statement regarding the absence of a
Nomination Committee and the processes undertaken by
the full Board in performing the functions ordinarily
performed by a Nomination Committee.


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.
☒
Disclosure has been made at pages 7 and 8 of 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

2.3 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 at page 9 of the Corporate
Governance Statement.
Where applicable, the information referred to in paragraph
(b) has been disclosed at page 9 of the Corporate
Governance Statement.



The length of service of each director has been disclosed
on page 9 of the Corporate Governance Statement.

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

☒ Not followed. See page 9 of 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.

☒ Not followed. See page 9 of 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.
☒
Disclosure has been made at page 9 of 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.
☒
Disclosure has been made at page 10 of the Corporate
Governance Statement and the Company’s values are
disclosed at the Company’s Corporate Governance
webpage.

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.
☒
Disclosure has been made at page 10 of the Corporate
Governance Statement and the Company’s Code of Conduct
is disclosed at the Company’s Corporate Governance
webpage.

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.
☒
Disclosure has been made at page 10 of the Corporate
Governance Statement and the Company’s Whistleblower
Policy is disclosed at the Company’s Corporate Governance
webpage.

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.
☒
Disclosure has been made at page 10 of the Corporate
Governance Statement and the Company’s Anti-Bribery and
Corruption Policy is disclosed at the Company’s Corporate
Governance webpage.

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.







☒
The Charter of the Audit Committee can be found on the
Company’s Corporate Governance webpage.




☒
Disclosure has been made on page 11 of the Corporate
Governance Statement regarding the absence of a separate
Audit Committee and the processes undertaken by the full
Board in performing the functions ordinarily performed by an
Audit Committee.


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.
☒
Disclosure has been made at page 11 of the 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.
☒
Disclosure has been made at page 11 of 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 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.
☒
Disclosure has been made at page 12 of the Corporate
Governance Statement and the Company’s Continuous
Disclosure Policy can be found on the Company’s Corporate
governance webpage.

5.2 A listed entity should ensure that its board receives
copies of all material market announcements
promptly after they have been made.
☒
Disclosure has been made at page 12 of the 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.
☒
Disclosure has been made at page 12 of 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 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.
☒
Disclosure has been made at page 13 of the Corporate
Governance Statement and information about the
Company, and the governance structure can be found on
the Company’s Corporate governance webpage.

6.2 A listed entity should have an investor relations
program that facilitates effective two-way
communication with investors.
☒
Disclosure has been made at page 13 of the Corporate
Governance Statement, and the Shareholder
Communication Policy can be found on the Company’s
Corporate governance webpage.

6.3 A listed entity should disclose how it facilitates and
encourages participation at meetings of security
holders.
☒
Disclosure has been made at page 13 of the 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.
☒
Disclosure has been made at page 13 of the 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.
☒
Disclosure has been made at page 13 of 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 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.













☒
Disclosure has been made on page 14 of the Corporate
Governance Statement that the Company does not have a
separate Risk Committee, with the Board undertaking risk
oversight responsibilities as per the Audit Charter and Risk
Management Policy.






☒ The Company does not have a separate Risk
Charter. The Audit Charter and Risk
Management Policy are the references for the
Board and is available on the Company’s
Corporate Governance webpage.

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.

☒ Not followed. See page 14 of the Corporate
Governance Statement.
The Board considers the Company’s material business
risks on an ongoing basis, including the Company’s
financial position, cash flow and funding requirements.
However, the Board did not undertake a formal annual
review of the Company’s risk management framework
during 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 12
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.
☒
Disclosure has been made on page 15 of the Corporate
Governance Statement.

The Company has disclosed it does not have an internal
audit function and the processes it employs for evaluating
and continually improving the effectiveness of its
governance, risk management and internal control
processes.

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.
☒
Disclosure has been made on page 15 of 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
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.






☒
The Charter of the Remuneration Committee can be found
on the Company’s Corporate Governance webpage.



☒
Disclosure has been made on page 16 of the Corporate
Governance Statement regarding the absence of a
Remuneration Committee and the processes undertaken by
the full Board in performing the functions ordinarily
performed by a Remuneration Committee.


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.
☒
Disclosure has been made on page 16 of the Corporate
Governance Statement.


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.
☒
Disclosure has been made on page 16 of the Corporate
Governance Statement and the Securities Trading Policy
can be found on the Company’s Corporate governance
webpage.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 14
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

---

2026 CORPORATE GOVERNANCE STATEMENT
Governance Overview
Manuka Resources Limited (Manuka or the Company) 2026 Corporate Governance Statement (the Statement)
outlines the governance practices and arrangements in place during the 2026 financial year and addresses the
Company’s compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and
Recommendations, 4
th
Edition (ASX Principles).

The Company adopted the ASX Principles for the full 2026 year, except where otherwise explained in the
Statement.

Manuka’s governance framework is supported by its Constitution, Charters, policies and procedures and other
governance documents accessed from the Corporate Governance section of Manuka’s website at
https://www.manukaresources.com.au/corporate-governance

The Statement should be read in conjunction with the 2026 Annual Report available on Manuka’s website at
https://www.manukaresources.com.au

Board and Governance Structure

Area 2026 Governance Arrangement
Board Responsible for overall governance, strategic direction, oversight and
accountability.

Executive Chair Provides leadership to the Board and has an active executive role in the
management and strategic direction of Manuka.

Senior Team Responsible for day-to-day administration and operations within delegated
authority.

Board Committees The full Board undertakes the functions ordinarily performed by Board
committees, having regard to the size and circumstances of the Company.

Board Skills Skills and experience assessed against Board Skills Matrix.

Risk Management Board oversight of the Company’s risk management framework.


The information in this statement is current at and was approved by the Board on 30 September 2026.

2 | P a g e

ASX Principles and Recommendations – Compliance Snapshot
Recommendation Subject Status
1.1 Board roles and responsibilities Complies
1.2 Board nominations Complies
1.3
Written agreements with Directors and Senior
Executives
Complies
1.4 Company Secretary Complies
1.5 Diversity Does not comply X
1.6 Board performance evaluation Complies
1.7 Senior Executive performance evaluation Complies
2.1 Nomination Committee Complies
2.2 Board skills matrix Complies
2.3 Director independence Complies
2.4 Majority of independent Directors Does not comply X
2.5 Chair independence Does not comply X
2.6 Induction and professional development Complies
3.1 Values Complies
3.2 Code of conduct Complies
3.3 Whistleblower policy Complies
3.4 Anti-bribery and Corruption policy Complies
4.1 Audit Committee Complies
4.2 Financial Statement declaration Complies
4.3 Integrity of Public Documents Complies
4.4 External Auditor at AGM Complies
5.1 Continuous Disclosure Policy Complies
5.2 Material market announcement to Board Complies
5.3 Investor or analyst presentation Complies
6.1 Website Governance Information Complies
6.2 Investor Relations Complies
6.3 Shareholder Meeting Participation Complies
6.4 Poll Voting on Listing Rule Requirements Complies
6.5 Electronic Securityholder Communications Complies
7.1 Risk Committee Complies
7.2 Annual risk review Does not comply X

3 | P a g e

Recommendation Subject Status
7.3 Internal Audit Complies
7.4 Sustainability Risks and Management Complies
8.1 Remuneration Committee Complies
8.2 Remuneration practices disclosed Complies
8.3 Equity based remuneration disclosed complies

4 | P a g e


Principle 1 - Lay solid foundations for management and oversight
A listed entity should clearly delineate the respective roles and responsibilities of its board and
management and regularly review their performance.
1.1. Board of Directors - Roles and Responsibilities
Complies
The Company has adopted a Board Charter which sets out the respective roles, functions and responsibilities of
the Board, the Chair and the Senior Team, together with those matters expressly reserved for the Board and
those delegated to the Senior Team.
A copy of the Board Charter is available on the Company’s website. The Charter provides the framework for the
Board to discharge its responsibilities effectively.
The responsibility for the management and oversight of the Company is divided between the Board, the
Executive Chair and the Senior Team. The Board’s primary responsibilities include overseeing the Company’s
strategic direction, ensuring compliance with its contractual, statutory, legal and regulatory obligations and
overseeing the Company’s risk management framework.
The day-to-day management of Manuka’s business activities is handled by the Executive Chair supported by the
Senior Team.

Responsibilities of the Chair
The Chair is responsible for providing effective leadership to the Board, facilitating the efficient and effective
conduct of Board meetings and ensuring that Directors have an opportunity to contribute to Board discussions
and decision-making.
As Executive Chair, Mr Karp also has an active executive role in the management and strategic direction of the
Company. During the 2025/2026 financial year, the Executive Chair, Mr Karp, played an active role in developing
strategies to secure the cash resources required to support the Company’s operations, growth and to progress
the Company towards production. This has required a broad range of skills and experience across finance,
strategy, communication, risk management and operational matters.
The Executive Chair is responsible for the day-to-day management of the Company’s business activities,
supported by the Senior Team and other advisors, within the strategic direction, delegations and authorities
approved by the Board. The Executive Chair reports to the Board on matters relating to the Company’s
operations, financial position, strategy and material risks.

Responsibilities of the Senior Team
The Senior Team supports the Executive Chair in the day-to-day management and administration of Manuka’s
business activities, including the management of expenditure within approved limits and the Company’s financial
reporting, in accordance with the delegated authority set by the Board and the Company’s policies and
procedures.

The Senior Team is responsible for implementing the strategies and policies approved by the Board, managing
the Company’s operation under the direction of the Executive Chair and reporting to the Executive Chair on
matters requiring consideration.

Access to Information and Independent Advice
Directors have access to the information reasonably required to discharge their duties and may seek additional
information or clarification from management as appropriate. The Board may also engage independent

5 | P a g e

specialists and consultants, where considered appropriate, to assist in the assessment of matters before the
Board or to provide additional expertise.
1.2. Board Nominations
Complies
In considering nominations for the appointment or election of Directors, the Board has regard to the skills and
experience required by the Company, as identified in the Board Skills Matrix referred to in Section 2.2 together
with their experience, education and independence status.
The Company undertakes appropriate checks before making an appointment to the Board and / or Senior Team.
Candidates are assessed through interviews, meetings and background checks.
Information about directors standing for election or re-election including biographical details, qualifications,
experience and other directorships is provided to Shareholders in the Notice of Meeting. This information
enables Shareholders to make an informed assessment of the Director’s suitability for the Company, including
their skills, experience and ability to discharge their responsibilities as a director.

The following table identifies the Director standing for re-election at the forthcoming 2026 Annual General
Meeting.

Director

Appointed
Retiring
2026 AGM
Dennis Karp 20/04/2016 NO
Alan Eggers 10/11/2022 NO
John Seton 10/11/2022 YES
1.3. Written Agreements for Director Appointments
Complies
Directors and Senior Team members are parties to a written agreement with Manuka which outlines the roles
and responsibilities of each person, their duties and accountabilities.
The material terms of engagement with Manuka’s key management personnel are outlined within the
Remuneration Report in the Company’s Annual Reports.
1.4. The Company Secretary
Complies
Manuka’s Company Secretary is responsible for the effective administration of the Board’s governance and
compliance requirements and facilitates the flow of information between the Board and regulatory bodies. This
includes providing the Board with information on regulatory and governance matters, key reporting and
lodgement deadlines, placement capacity and other matters requiring Board consideration or action.
These responsibilities are undertaken through the distribution of Board papers, recording of Board minutes,
coordination of statutory and regulatory filings and management of the Company’s communication with the ASX
and other regulatory bodies.
The Company Secretary works with the Executive Chair and Board, with open communication supporting the
effective discharge of the Company’s governance and compliance responsibilities.

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1.5. Diversity
Does not Comply
Manuka has established and adopted a Diversity Policy, which provides a framework to establish and achieve
measurable diversity objectives.
During the 2026 financial year, the Company was focused on progressing its operations towards production and
the Company’s workforce continued to develop. The Board considers it is not yet practical to set meaningful
measurable gender objectives while the workforce is undergoing this transition.
The Board considers diversity as part of its recruitment and appointment processes and monitors the
composition of the Board, Senior Team and workforce. The Board will review the appropriateness of measurable
objectives as the Company's operations and workforce develop.
The Company is not a Relevant Employer (as defined by the Workplace Gender Equality Act).
The composition of Manuka’s workforce on 30
th
June 2026 is disclosed in the below table:
Female Male
Board 0% 100%
Senior Team 21.4% 78.6%
Workforce 27.5% 72.5%
1.6. Board Performance Review
Complies
The Board has established an annual process for evaluating the performance and effectiveness of the Board and
individual directors, which is reviewed annually by the Chair.
Given the small scale of the Board, the evaluation process considers the performance of the Board as a whole
and individual Directors, including the effectiveness of Board processes, the quality of information available to
the Board, Board composition, participation and contribution and the discharge of Board responsibilities.
A performance evaluation was undertaken during 2026 in accordance with the above process.
1.7. Senior Executives Performance Review
Complies
Manuka does follow a process for evaluating the performance of its senior executives.
The Board considers the performance of senior executives on an ongoing basis and where required will conduct
one-on-one and collective meetings with the Senior Team.
Performance evaluations were ongoing during 2026 in accordance with the above process.

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Principle 2 - Structure the board to be effective and add value
The board of a listed entity should be of an appropriate size and collectively have the skills,
commitment and knowledge of the entity and the industry in which it operates, to enable it to
discharge its duties effectively and to add value.
2.1. Nomination Committee
Complies
Whilst, Manuka has not established a separate standalone Nomination Committee, the full Board undertakes
the responsibilities ordinarily performed by a Nomination Committee in accordance with the Nomination
Committee Charter referred to below.
When acting in this capacity, the Board addresses Board succession and .composition as part of its ongoing
responsibilities in accordance with the Nomination Committee Charter referred to below.
When considering a proposed appointment, re-election or replacement of a Director, the Board considers the
skills, knowledge, experience and aptitude of potential candidates, having regard to Manuka’s current and
anticipated requirements together with the current Board Skills Matrix.
The Board considers the balance of skills and experience represented on the Board, together with the
independence and diversity of its current Directors and identifies any gaps or additional skills required when
considering potential appointments. Where a vacancy arises, the Board considers whether an additional Director
is required and assesses potential candidates against the requirements identified by the Board.
The Board may seek external professional advice where appropriate in connection with Board appointments,
succession or other matters relating to Board composition.
Information about Directors standing for election or re-election, including their qualifications, experience and
other relevant information, is provided to Shareholders in the Notice of Meeting.
The Board will consider the appropriateness of this existing governance arrangement considering the Company’s
transition to production.
The Board has established and adopted a Nomination Committee Charter which is available on the Company’s
website at https://www.manukaresources.com.au/corporate-governance.
2.2. Board - Skills and Experience Mix
Complies
A Board Skills Matrix has been developed which identifies the skills, knowledge and experience considered
relevant to the effective discharge of the Manuka’s Board’s responsibilities and the Company’s strategic
objectives. The Company aims to ensure the skills and experience of the Directors, as outlined in the latest
Annual Report align with the skills identified in the matrix.
The skills required to successfully service Manuka have been identified and the Directors who have been
measured to this area is identified below
Exploration: Alan Eggers John Seton
experience in mineral exploration, including exploration strategy, project evaluation, geological assessment and
exploration activities.

Resources / Mining: Alan Eggers John Seton
extensive experience in the resources industry, including exploration, mine development, mining operations,
processing, metallurgy, environmental management, joint ventures and commercial activities.

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Corporate finance: Dennis Karp Alan Eggers John Seton
experience in assessing capital projects, investments and merger and acquisition opportunities, and their
financing and performance.

Financial: Dennis Karp Alan Eggers John Seton
formal qualifications in commerce, finance or accounting, professional qualifications such as CA or CPA , and
practical experience in financial management and oversight with the ability to analyse key financial statements,
assess the Company’s financial performance, and contribute to financial planning and decision-making.

Positioning and crisis management: Dennis Karp Alan Eggers John Seton
ability to contribute to the positioning of the Company to assist in high level communications and crisis
management, lateral thinker, pro-active, public and private sector experience

Executive management: Dennis Karp Alan Eggers John Seton
experience at an executive level including the ability to appoint and evaluate the CEO and oversee strategic,
human resource management together with industry knowledge.

Corporate governance: Dennis Karp Alan Eggers John Seton
understanding and experience in best practice corporate governance particularly as it relates to an exploration
and mining company and an ability to apply that to continually improve the Company’s corporate governance.

Legal compliance: John Seton
knowledge of relevant laws and regulatory frameworks, and an ability to identify and oversee the Company’s
management of its legal and contractual obligations and compliance management.

Risk management: Dennis Karp Alan Eggers John Seton
ability to identify key risks to the Company in a wide range of areas (including cash resources, exploration,
governance, information technology, reputation, capital investment, OH&S), and monitor risk management
frameworks and systems.

Strategic Thinkers: Dennis Karp Alan Eggers John Seton
the ability to see the big picture, understand market trends, anticipate future challenges and opportunities and
develop strategies in response and ability to identify key issues for the Company and develop appropriate policy
parameters within which the Company should operate.

Collectively, the Manuka Board has a broad range of skills and experience per the matrix and where there is a
skills shortage, these skills are outsourced to experienced consultants.
2.3. Director Independence
Complies
The Manuka Board comprises two Executive Directors and one Non-Executive Independent Director.
The current Manuka Board:

Director

NED

Independent Appointed Length of Service
Dennis Karp NO NO 20 April 2016 10 years
Alan Eggers NO NO 10 November 2022 3 years
John Seton YES YES 10 November 2022 3 years
2.4. Board – Majority of Independent Directors
Does not comply
As at the date of this Statement, only one of the Company’s three Directors is independent.

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2.5. Chair of Board and Chief Executive Officer
Does not comply
Mr Karp is the Executive Chair of Manuka has responsibilities equivalent to those ordinarily performed by a Chief
Executive Officer. Accordingly, Manuka has no clear separation between the roles of Chair and CEO.
The current combined Executive Chair and CEO structure provides executive leadership, industry experience and
enables the Company to respond efficiently to operational and strategic matters. Mr Karp has established
investor networks and experience relevant to the Company’s capital raising activities and exploration growth.
Despite the non-independent status of the Chair, the Executive Chair remains accountable to the Board for the
management of Manuka’s business.
The Directors can seek external, independent, legal, financial and other professional advice at the Company’s
expense whenever necessary. Material decisions are considered and approved by the Board in accordance with
the Company’s Board Charter and other applicable governance requirements.
As Manuka continues to transition to increased production and its Shareholder base develops, the Board will
continue to review its governance structure, including the appointment of a Lead Independent Director and/or
transition to a Non-Executive Chair may be considered.
2.6. Directors’ induction and education
Complies
Manuka has an informal program for the induction of new Directors – through the provision of information and
meetings with the Executive Chair and Board, new Directors are educated about the nature of the business,
current issues affecting the Company, the corporate strategy and expectations around Director performance and
contribution.
Manuka encourages Directors to continue their professional development to assist them in performing their role
effectively and each Director has been provided with a copy of the following documents:
• Corporate Governance Plan including Code of Conduct, Share Trading Policy, Diversity Policy, Sustainability
Policy, Anti-Bribery and Anti-Corruption Policy and Shareholders Communication Policy; and

• Continuous Disclosure Policy

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Principle 3 - Instil a culture of acting lawfully, ethically and responsibly
A listed entity should instil and continually reinforce a culture across the organisation of acting
lawfully, ethically and responsibly.
3.1. Values
Complies
Manuka has established and adopted values that guide decision-making and conduct across the Company.
Manuka’s core values are contained in the Corporate Governance Plan, which is available on the Company’s
website at https://www.manukaresources.com.au/corporate-governance.
3.2. Code of Conduct
Complies
Manuka has issued a Code of Conduct which underpins the Company’s commitment to integrity and fair dealing
in its business affairs and to a duty of care to all employees, clients and Shareholders.
The Code sets out the principles covering appropriate conduct in a variety of contexts and outlines the minimum
standard of behaviour expected from employees including:
• Complying with the law
• Acting in the best interests of Manuka
• Being responsible and accountable for their actions
• Observing the ethical principles of fairness and honesty

The Senior Team are expected to ensure employees, contractors and consultants under their supervision are
aware of Manuka’s expectations as set out in the Code of Conduct.
The Code of Conduct is available on the Company’s website https://www.manukaresources.com.au/corporate-
governance.
3.3. Whistleblower Policy
Complies
Manuka has adopted a Whistleblower Policy available on the Company’s website.
The Policy encourages the reporting of any suspected unethical, illegal, fraudulent or undesirable behaviour
involving the Company’s businesses and aims to protect any officer or employee who raises such a concern.
3.4. Anti-Bribery and Corruption Policy
Complies
Manuka has adopted a formal Anti-Bribery and Anti-Corruption Policy available on the Company’s website.
The Policy provides guidance to Directors, officers and labour hire contractors on complying with the applicable
laws and regulations of the jurisdictions where it operates.
The Policy promotes the conduct of Manuka’s business ethically and in accordance with the Company’s values
and sets out Manuka’s expectation regarding bribery corruption and improper conduct.

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Principle 4 - Safeguard the integrity of corporate reports
A listed entity should have appropriate processes to verify the integrity of its corporate reports.
4.1 Audit Committee
Complies
Whilst, Manuka has not established a separate standalone Audit Committee, the full Board undertakes the
responsibilities ordinarily performed by an Audit Committee in accordance with the Audit, Risk and Sustainability
Committee Charter referred to below.
The processes employed by the Board to independently verify and safeguard the integrity of Manuka’s corporate
reporting include:
• Financial reporting: The Board reviews the Annual and Interim Financial Reports before they are
approved and considers the external auditor’s report and other matters raised by the external auditor.
• Internal controls: The Board oversees the workings of Manuka’s internal control framework.
• Financial reporting and regulatory compliance: The Board reviews Manuka’s compliance with applicable
financial reporting and regulatory requirements.
• External auditor: The Board is responsible for the appointment and removal of the external auditor and
considers the auditor’s independence and performance.
• Audit engagement partner rotation: The external auditor advises Manuka of any requirement for
rotation of the audit engagement partner in accordance with applicable requirements.
• External advice: The Board may seek advice from the external auditor and other professional advisers
where appropriate.
In addition to the processes referred to above, the Board performs the duties set out in the Audit, Risk and
Sustainability Committee Charter which is available on the Company’s website
https://www.manukaresources.com.au/corporate-governance.
4.2 CEO and CFO declarations
Complies
The Board has determined the Executive Chair, and the Financial Controller are the appropriate persons to
provide the CEO and CFO declarations required under section 295A of the Corporations Act (Cth).
The declarations are prepared and provided to the Board prior to the Board approving the Annual and Interim
Financial Reports.
4.3 Internal Controls for Periodic Corporate Reports
Complies
Manuka has established internal controls to verify the completeness and accuracy of periodic corporate reports
released to the market that are not audited or reviewed by the external auditor.
Reports are reviewed by the Executive Chair and relevant members of the Senior Team with Directors involved
as appropriate, prior to final review and approval by the Board.
4.4 External attendance at Annual General Meeting
Complies
The external auditor is invited to attend the Annual General Meeting and is available to answer questions from
Shareholders concerning the conduct of the audit, the auditor’s report, and the auditor’s independence.

Shareholders are advised of the auditor’s attendance at the Meeting and are provided with an opportunity to
ask questions.

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Principle 5 - Make timely and balanced disclosure
A listed entity should make timely and balanced disclosure of all matters concerning it that a
reasonable person would expect to have a material effect on the price or value of its securities.
5.1 Continuous Disclosure Policy
Complies
Manuka has established and adopted a Continuous Disclosure Policy which is available on the Company’s website
at https://www.manukaresources.com.au/corporate-governance.
Manuka’s Company Secretary coordinates the Company’s continuous disclosure processes and prepares the
relevant regulatory Appendices and other statutory lodgements for review and approval by the Executive Chair
prior to release.
Operational announcements are prepared by the Executive Chair, while activity reports are prepared by the
Senior Team.
Market announcements are reviewed and approved for release in accordance with Manuka’s disclosure
processes.
5.2 Material Market Announcements to Board
Complies
All information released to the ASX is promptly provided to the Board by the Company Secretary via email
following its release. Market announcements are also made available on the Company’s website at
https://www.manukaresources.com.au/announcements
5.3 Release of Substantive Investor or Presentation Material
Complies
Manuka makes substantive investor and presentation materials available to Shareholders and other market
participants by releasing the material on the ASX Market Announcements Platform prior to the relevant
presentation or briefing.

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Principle 6 – Respect the rights of security holders
A listed entity should provide its security holders with appropriate information and facilities to
allow them to exercise their rights as security holders effectively.
6.1 Company Website
Complies
Manuka keeps investors informed about the Company and its activities through its website including providing
access to Annual, Interim and Quarterly Reports, Shareholder meetings, investor presentations and ASX
announcements. ASX announcements are also available on the ASX website under ASX code 'MKR'.
Other information available on the website includes Manuka’s share price, directors and the senior team
together with the Corporate Governance Plan and policies.
6.2 Shareholder Communication Strategy
Complies
Manuka has established and adopted a Shareholder Communication Policy setting out the Company’s approach
to communicating with Shareholders which is available on the Company’s website at
https://www.manukaresources.com.au/corporate-governance
Shareholders may contact the Company using the contact details provided on the Company’s website. The
Company considers and responds to Shareholder enquiries and communicates as appropriate.
6.3 Facilitate and Encourage Participation at Shareholder Meetings
Complies
Shareholders are encouraged to participate at all Manuka General Meetings and Annual General Meetings.
Shareholders are provided with the opportunity to raise questions of the Auditors, Executive Chairman and the
Board collectively.
Shareholders who cannot attend a Meeting are encouraged to submit any questions to the Company to put them
to the Chair of the Meeting.
Shareholders vote on the election of Directors, the remuneration levels of Non-Executive Directors and the issue
of Company Securities to the Board. All Meeting matters are presented as single resolutions to Shareholders.
6.4 Substantive Resolutions Decided by a Poll
Complies
All resolutions tabled at Shareholder Meetings are decided by a poll and not a show of hands.
6.5 Electronic Communication
Complies
Shareholders have the option to receive communications electronically for reasons of cost, convenience and
economic sustainability from Manuka’s share registry - Automic Pty Ltd.
Additionally, through the Company’s website, Shareholders or other interested parties can sign up for a mailing
list to which all ASX announcements are sent immediately following their release.

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Principle 7 - Recognise and manage risk
A listed entity should establish a sound risk management framework and periodically review
the effectiveness of that framework.
7.1 Risk Committee
Complies
Whilst, Manuka has not established a separate standalone Risk Committee, the full Board undertakes the
responsibilities ordinarily performed by a Risk Committee in accordance with the Risk Management Policy
referred to below.
When carrying out these responsibilities, the Board:
• Identifies and monitors the material risks affecting Manuka.
• Monitors financial risks daily, with significant matters reported to the Board by the Executive Chair.
• Reviews Manuka’s risk management systems, internal compliance and control processes
Day-to-day management of risk is delegated to the Executive Chair, who is responsible for identifying, assessing,
monitoring and managing risks. In fulfilling this responsibility, the Executive Chair has access to employees,
contractors and records. Independent expert advice on any matter may be obtained, subject to prior approval
of the Board.
The Board has also adopted the following risk management measures to manage Manuka’s material business
risks:

• the Board has established authority limits for management which, if exceeded, will require prior Board
approval;
• the Board has adopted procedures for the purpose of ensuring compliance with Manuka’s continuous
disclosure obligations; and
• the Board has adopted a corporate governance manual which contains policies to assist Manuka to
establish and maintain its governance practices.

Manuka has established and adopted a Risk Management Policy which is available on the Company’s website at
https://www.manukaresources.com.au/corporate-governance together with systems of internal compliance
and control. The Board acts in accordance with the Risk Management Policy and considers risk matters as part
of its oversight of Manuka’s activities.
7.2 Risk Management Annual Review
Does not comply
Manuka does not undertake a formal annual review of the Company’s risk management framework. However,
the Board regularly monitors the Company’s material business risks throughout the year as part of its oversight
responsibilities.
At Board meetings, the Senior Team reports to the Board on the status of the Company’s material business risks
and the steps being taken to manage and address those risks. During the reporting period, the Board’s significant
areas of focus included the Company’s cash resources and recommencement of production.
Significant time is also devoted at Board meetings to reviewing the Company’s financial position, with the cash
flow budget reviewed in detail, including expenditure and available cash resources. The Board considers the
Company’s forecast cash requirements and financial position as part of its ongoing monitoring of financial risk.
During the year, the Board held ten (10) meetings at which the Company’s financial position, being a key business
risk, was reviewed and discussed. In addition, two (2) specific meetings were held to consider the Company’s
financial position and related funding matters.

15 | P a g e

7.3 Internal Audit Function
Complies
Manuka has not established a separate standalone Internal Audit function. The Board oversees the evaluation
and ongoing improvement of the effectiveness of Manuka’s risk management and internal control processes in
accordance with the Audit, Risk and Sustainability Committee Charter and Risk Management Policy referred to
elsewhere in this Corporate Governance Statement. Some of the tasks performed by the Board in this capacity
include:
• Internal controls and compliance: The Board assesses internal controls and compliance processes
relevant to Manuka’s operations.
• Ongoing review: The Board reviews the effectiveness of these processes on an ongoing basis.
• External advice: The Board may seek external professional advice where appropriate to assist in
evaluating and improving Manuka’s governance, risk management and internal control processes.
7.4 Economic, Environmental and Social Sustainability Risks and their Management
Complies
Manuka is exposed to a range of material business risks, including operational, financial, regulatory,
environmental and human resources risks. These include government approvals, geological and environmental
matters, community issues, the ability to raise additional capital and the recruitment and retention of suitably
qualified personnel.
The Board oversees the management of these risks with responsibility for implementing appropriate controls
and risk mitigation measures delegated to the Executive Chair and Senior Team. Material risks are reported to
and considered by the Board as part of its ongoing oversight of Manuka’s activities.

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Principle 8 - Remunerate fairly and responsibly
A listed entity should pay director remuneration sufficient to attract and retain high-quality
directors and design its executive remuneration to attract, retain and motivate senior
executives and to align their interests with the creation of value for security holders and with
the entity’s values and risk appetite.
8.1 Remuneration Committee
Complies
Manuka has not established a separate standalone Remuneration Committee, instead, the full Board undertakes
the responsibilities ordinarily performed by a Remuneration Committee in accordance with the Remuneration
Committee Charter available on the Company’s website at https://www.manukaresources.com.au/corporate-
governance. Some of the tasks performed by the Board in this capacity include:
• Determining Executive Director and Senior Team remuneration and non-executive director fees.
• Assessing incentive arrangements and equity-based remuneration where applicable.
• Reviewing remuneration arrangements to ensure they are appropriate having regard to Manuka’s
circumstances and to the performance of the employee.
In determining remuneration, the Board considers Manuka’s financial position, stage of operations, relevant
market conditions and, where appropriate, the advice of external consultants. The Board also considers whether
remuneration is reasonable and not excessive having regard to these factors.
8.2 Executive and Non-Executive Remuneration
Complies
Manuka’s remuneration arrangements are intended to attract and retain appropriately qualified Directors and
Senior Team members, having regard to the Company’s size, stage of operations, financial position, performance
and relevant market conditions.
The Board reviews remuneration having regard to the Company’s financial position and performance together
with the performance and responsibilities of the individual.
Non-Executive Director’s remuneration is determined by the Board within the maximum aggregate amount
approved by Shareholders.
The Company has an Employee Omnibus Incentive Plan (OIP) which was approved by shareholders at the 2021
and 2024 Annual General Meetings. Directors were granted Unlisted Options under the OIP following
Shareholder approval at the 2025 Annual General Meeting.
Details of the remuneration of Non-Executive Directors, Executive Directors and Senior Team members are
provided in the Remuneration Report in the Annual Report. The remuneration arrangements of Executive
Directors are formalised through service agreements.
8.3 Equity Based Remuneration Schemes
Complies
The Company’s Securities Trading Policy requires employees not to enter transactions which limit the economic
risk of holding unvested entitlements awarded under the company’s equity-based incentive plan.
The Company’s Securities Trading Policy may be viewed and downloaded from the Company’s website.