Amaysim Australia : Appendix 4G and Corporate Governance Statement

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Corporate Governance Statement

The Board of Directors of the Company is responsible for the overall governance of the Company and its subsidiaries.

In order to promote stakeholder confidence and protect shareholder value, the Company is committed to ensuring it maintains a corporate governance system reflective of best practice. Accordingly, the Company has established a framework for overseeing the Group's corporate governance which is designed to comply with regulatory requirements applicable to entities listed on the ASX.

The Company's Corporate Governance Statement is structured with reference to the ASX Corporate Governance Council Corporate Governance Principles and Recommendations (3rd Edition) (the "Principles"). The Principles are outlined below:

ASX Corporate Governance Principles and Recommendations

Principle 1 - Lay solid foundations for management and oversight

Principle 2 - Structure the Board to add value

Principle 3 - Act ethically and responsibly

Principle 4 - Safeguard integrity in corporate reporting

Principle 5 - Make timely and balanced disclosure

Principle 6 - Respect the rights of security holders

Principle 7 - Recognise and manage risk

Principle 8 - Remunerate fairly and responsibly

This Corporate Governance Statement reports the Company's implementation of its corporate governance since listing on the ASX. We intend to regularly review our governance arrangements as well as developments in market practice, expectations and regulation. This statement, together with our ASX Appendix 4G, have both been lodged with the ASX.

More information on specific matters to note in relation to our current corporate governance arrangements, including policies and charters, can be found on the "Corporate Governance" page of the Company's website: https://investor.amaysim.com.au/irm/content/corporate- governance.aspx?RID=353.

This statement provides an outline of the main corporate governance policies and practices the Company had in place during the financial year and how the Company's framework aligns with the Principles (unless otherwise noted).

This statement has been approved by the Board of Directors of the Company and the information contained herein is correct as of 28 August 2017.

1. Laying solidfoundations

   Shareholders should refer to the Corporate Governance section of the Company's website for a comprehensive list of governance documents.

   The Board Charter governs the operations of the Board and sets out the Board's roles and responsibilities, composition, structure and membership requirements. The Board Charter also sets out the responsibilities delegated to the CEO and the management team.

2. Responsibilities of theBoard

   The Board is responsible for providing strategic direction, defining broad issues of policy and overseeing the management of the Company to ensure it is conducted appropriately and in the best interests of Shareholders.

   In summary, the Board is responsible for managing the affairs of the company, including its financial and strategic objectives; evaluating, approving and monitoring the Company's annual budgets and business plans, approving and monitoring major capital expenditure and all major corporate transactions, including the issuance of any Company securities and approving all financial reports and material reporting and external communications by the Company in accordance with Company's Communications Policy.

   The Board has delegated certain responsibilities and authorities to the CEO and management team to enable them to conduct the Company's day-to-day activities. The management team's role is to support the CEO and to implement the running of the general operations and financial business of the Company. This includes developing business plans, budgets and strategies and operating the business within the parameters set by the Board from time to time.

   The Company Secretary is accountable to the Board through the Chairman and will be responsible for the proper functioning of the Board and the Board Committees.

   All of the Company's Directors and senior executives have entered into written agreements with the Group setting out the terms of their appointment.

   On 25 August 2017, the Board agreed to establish a new committee focused on the energy business.

   The diagram below sets provides an overview of the Board, committee and management framework at the Company.

3. Board composition and Director independence

   The Chairman is Andrew Reitzer, who is an independent and non-executive Director.

   The Managing Director and CEO is Julian Ogrin.

   With the exception of Mr Ogrin, Mr Peter O'Connell and Mr Rolf Hansen, the Board is of the view all Directors are independent Directors. The Board therefore comprises a majority of independent, non-executive Directors.

   The Board considers the composition of the Board reflects an appropriate range of independence, skills and experience. The current Board is also relatively new, having formed immediately prior to the Company's listing on the ASX on 15 July 2015.

   The Board will regularly assess the independence of each Director in light of the interests disclosed by them from time to time. That assessment will be made at least annually at, or around the time, the Board considers candidates for election to the Board, and each Director is required to provide the Board with all relevant information for this purpose.

   To the best of the Board's knowledge, there have been no material changes in the financial year which would change this.

   If the Board determines that a Director's independent status has changed, that

   determination will be disclosed to the market. The Company is of the opinion that no currently independent Director has an interest, position, association or relationship of the type described in Box

   2.3 of the Principles that would compromise the independence of that Director.

4. Skills and diversity of the Board

5. The Company has developed a skills matrix which sets out the mix of skills and diversity currently reflected in its membership.

   The Board recognises that for the effective governance of the business, a diverse set of skills, backgrounds, knowledge and experience, is required. The Board and its Remuneration and Nomination Committee focus on ensuring the Board maintains the appropriate balance of experience, skills, independence and knowledge which is needed to meet its responsibilities in accordance with recognised governance standards.

   The skills were determined by reference to what is considered important for the management of a publicly listed company and skills specific to the industry in which the Group operates.

   The following table sets out the experience and skills deemed necessary or desirable by the Board in the Company's Directors and whether they are represented on the Board.

   Competency	Requirements Overview	Board experience
   Legal	Legal Experience	☑
   Technology	Knowledge of IT governance including privacy, data management and security	☑
   Finance	Experience in accounting and finance	☑
   Human resources	Experience in managing human capital, remuneration and reward, industrial relations, safety, strategic workforce planning	☑
   Risk and compliance	Experience in identifying and managing risks as they relate to an organisation, managing regulatory compliance	☑
   Acquisitions and integration	Experience in acquisitions and post- acquisition integration	☑
   Debt and equity raising	Experience with debt facilities, hedging and capital raisings	☑
   Multi-country experience	Experience gained in positions outside Australia	☑
   Large enterprise experience	Experience gained within a large enterprise	☑
   Non-executive Director experience	Experience in this capacity	☑
   Executive Director experience	Experience in this capacity	☑
   Executive management	Experience at an executive level including the ability to appoint and evaluate executive performance	☑
   Organisational change	Experience in this capacity	☑
   Commercial experience	Possess a broad range of skills across technology, communications, marketing and business operations	☑

   Skills Matrix: