OrotonGroup : 22/09/2016 - FY16 Appendix 4G

Rules 4.7.3 and 4.10 31

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

Name of entity:

OrotonGroup Limited

ABN I ARBN: Financial year ended:

14000038675

j 30 July 2016 _J

·--------·- -- ---

Our corporate governance statement2 for the above period above can be found at:3

This URL on our website: www. arotangroup.com.au/investor-relations/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 21 September 2016 and has been approved by the board.

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

Date: 21 September 2016

Mark Newman (CEO and Managing Director)

1 Under Listing Rule 4.7.3, an entity must lodgewith ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

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 o 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 rule 4.10.3.

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.

2. Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can befound. You can, if you wish, delete the option which is not applicable.

Throughout this form. where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes 'OR' at the end of the selection and you delete the other options, you can also, if you wish, delete the 'OR' at the end of the selection.

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ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of the period above. We have disclosed .••	We have NOT followed the recommendation in fullfor the whole of the period above. We have disclosed ...4
PRINCIPLE 1- LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity shoulddisclose: the respeclive roles and responsibilities of its board and management; and those matters expressly reserved to the board and those delegated to management.	...the fact that we follow this recommendation: 18] in our Corporate Governance Statement ...and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): 18] in our Corporate Governance Statement	0 an explanation why that is so in our Corporate Governance Statement OR 0 we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: undertake appropriate checks before appointing a person, or putting forwardlo security holders a candidate for election. as a direclor; and 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.	... the fact that we follow this recommendation: 18] in our Corporate Governance Statement ORD at !insert location)	D an explanation why that is so in our Corporate Governance Statement OR D we are an externally managed entity and this recommendation is therefore not applicable
1.3	A Usted entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	... the fact that we follow this recommendation: 18] in our Corporate Governance Statement OR 0 at [insert locationJ	D an explanation why that is so in our Corporate Governance Statement OR D we are an externally managed entity and this recommendation is therefore not applicable
.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.	... the fact that we follow this recommendation: 18] in our Corporate Governance Statement OR D at [insert location]	D an explanation why that is so in our Corporate Governance Statement OR D we are an externally managed entity and this recommendation is therefore not applicable

• 11you 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.

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Corporate Governance Council recommendation		We have followed the recommendation in full for the whole ofthe period above. We have disclosed ...	We have NOT followed the recommendationin full for the whole of the period above. We have disclosed ...4
1.5	A listed entity should: have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to disclose that policy or a summary of it; and disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity's diversity policy and its progress towards achieving them and either: the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined "senior executive' for these purposes); or 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. assess annually both the objectives and the entity's progress in achieving them;	... the fact that we have a diversity policy that complies with paragraph (a): D in our Corporate Governance Statement OR D at linserl location] ... and a copy of our diversity policy or a summary of it D at [insert location] ... and the measurable objectives for achievinggender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: D in our Corporate Governance Statement OR D al [insert location] ... and the information referred to in paragraphs (c)(1) or (2): D in our Corporate Governance Statement OR D at !insert location]	181 an explanation why that is so in our Corporate Governance Statement OR D we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	... the evaluation process referred to in paragraph (a): 181 in our Corporate Governance Statement OR D at [inse,t location] ... and the information referred to in paragraph (b): [8:1 in our Corporate Governance Statement OR D al [inserl location]	D an explanation why that is so in our Corporate Governance Statement OR D we are an externally managed entity and this recommendation is therefore not applicable
1.7	A listed entity should: have and disclose a process for periodically evaluating the performance of its senior executives; and disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	... the evaluation process referred to in paragraph (a): [8:1 in our Corporate Governance Statement OR D at [inserllocation] .. and the information referred to in paragraph (b): 181 in our Corporate Governance Statement OR D at [inserllocation]	D an explanation why that is so in our Corporate Governance Statement OR D we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of the period above.We have disclosed ...	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed ...4
PRINCIPLE 2 • STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entity should: have a nomination committee which: has at least three members, a majority of whom are independent directors; and is chaired by an independent director, and disclose: the charter of the committee; the members of the committee; and 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 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.	[If the entity complies with paragraph {a):) ... the fact that we have a nomination committee that complies with paragraphs (1) and (2): D in our Corporate Governance Statement OR D at [insert location! ... and a copy of the charter of the committee: D in our Corporate Governance Statement ... and the information referred to in paragraphs (4) and (5): D in our Corporate Governance Statement OR D in our Directors Report (If the entity complies with paragraph (b):] ... the fact that we do not have a nomination committee and the processes we employ 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: in our Corporate Governance Statement OR D at [insert location]	D an explanation why that is so in our Corporate Governance Statement OR D we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve inits membership.	... our board skills matrix: in our Corporate Governance Statement OR D at [insert location]	D an explanation why that is so in our Corporate Governance Statement OR D we are an externally managed entity and this recommendation is therefore not applicable

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