Invictus Energy : Corporate Governance Statement & Appendix 4G

Invictus Energy Ltd

ASX: IVZ

Corporate Governance Statement

DATE: 30 September 2021

Invictus Energy Limited ("Invictus" or "the Company"), following the lodgement of the company's FY21 Annual Report, please find attached:

• Corporate Governance Statement
• Appendix 4G

--ends--

Authorised for release by & for further information, please contact:

Scott Macmillan

Managing Director

P + 61 (08) 6102 5055 [e-mail]

Invictus Energy Limited	24 Outram Street, West Perth, WA 6005 Australia
ABN 21 150 956 773	T: [phone] E: [e-mail]

About Invictus Energy

Invictus Energy Ltd is an independent oil and gas exploration company focused on high impact energy resources in sub-Saharan Africa. Our asset portfolio consists of a highly prospective 250,000 acres within the Cabora Bassa Basin in Zimbabwe. Special Grant 4571 contains the world class multi- TCF Mzarabani and Msasa conventional gas-condensate prospects.

Board & Management

Dr Stuart Lake

NON-EXECUTIVE CHAIRMAN

Joe Mutizwa

NON-EXECUTIVE & DEPUTY CHAIRMAN

Scott Macmillan

MANAGING DIRECTOR

Brent Barber

COUNTRY MANAGER

Barnaby Egerton-Warburton

NON-EXECUTIVE DIRECTOR

Gabriel Chiappini

NON-EXECUTIVE DIRECTOR &

COMPANY SECRETARY

www.invictusenergy.com

For further information on Invictus Energy, please visit the Company's website at www.invictusenergy.com

About the Cabora Bassa Project

The Cabora Bassa Project encompasses the Mzarabani Prospect, a multi-TCF and liquids rich conventional gas- condensate target, which is potentially the largest, undrilled seismically defined structure onshore Africa. The prospect is defined by a robust dataset acquired by Mobil in the early 1990s that includes seismic, gravity, aeromagnetic and geochemical data.

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www.invictusenergy.com

Corporate Governance Statement 2021

Invictus Energy Limited (Invictus) is committed to high standards of corporate governance. The Board assesses its governance framework and practice believing good corporate governance is closely related to performance and serves in the best interests of shareholders and stakeholders.

Invictus's corporate governance statement has been prepared in accordance with the 4th Edition of the Australian Securities Exchange's ('ASX') Corporate Governance Principles and Recommendations of the ASX Corporate Governance Council ('ASX Principles and Recommendations'). The ASX Principles and Recommendations and the company's response as to how and whether it follows those recommendations are set out below.

A description of the Company's main corporate governance practices and its 'if not, why not' report on compliance with the guidelines is set out below. Where the Company's practices depart from a recommendation, the Board has disclosed the departure along with reasons for adoption of its own practices.

	ASX Principles and Recommendations (1)	If not, why not (2)
Recommendation 1.1	
Recommendation 1.2	
Recommendation 1.3	
Recommendation 1.4	
Recommendation 1.5		
Recommendation 1.6	
Recommendation 1.7	
Recommendation 2.1	
Recommendation 2.2	
Recommendation 2.3	
Recommendation 2.4	
Recommendation 2.5		
Recommendation 2.6	
Recommendation 3.1	
Recommendation 4.1	
Recommendation 4.2	
Recommendation 4.3	
Recommendation 5.1	
Recommendation 6.1	
Recommendation 6.2	

Recommendation 6.3	
Recommendation 6.4	
Recommendation 7.1		
Recommendation 7.2	
Recommendation 7.3	
Recommendation 7.4	
Recommendation 8.1	
Recommendation 8.2	
Recommendation 8.3	

1. Indicates where the Company has followed the Principles and Recommendations.
2. Indicates where the company has provided an "if not, why not" disclosure refer to the Company's separate disclosure Appendix 4G - "Key to Disclosures Corporate Governance Council Principles and Recommendations."

PRINCIPLE 1:

LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Invictus has a Corporate Governance Statement on its website www.invictusenergy.com containing the key Invictus corporate governance documents which establish the roles and functions reserved for the Board, the roles and functions delegated to the Chief Executive Officer and/or Executives, and the relationship between the Board and the Chief Executive Officer and/or Executives.

The Board's primary responsibility is to safeguard and enhance the interests of shareholders and stakeholders by overseeing the Company's business activities and undertaking the effective functions of strategy formulation, policy design, and supervision.

The Chief Executive Officer is responsible and charged with running the affairs of the Company and executing the strategy set by the Board.

The Remuneration Committee annually assesses and evaluates the performance of the Board and the Chief Executive Officer. Performance measures are established by the Board and outcomes of the review are reported to the Board.

Each Director has access to the Company Secretary for advice and support in effectively discharging their roles. Additionally, each Board member may seek external professional advice at the expense of the Company in respect of their roles with the approval of the Chairman. At present Mr Chiappini acts as both Non Executive Director and Company Secretary, the board considers that he is able to discharge both roles effectively

Mr Scott Macmillan was appointed Managing Director in June 2018 and as such during the current year a performance evaluation was conducted.

It is intended that an informal evaluation of the performance of the Board and its Directors is undertaken each year. The Chairman of the Board is the leader and driver of this process. The evaluation of the performance of the Board's various committees is undertaken on an 'exception' basis. The Chair of the Board is also the leader of the evaluation. The process for evaluating the performance of the Board, its committees and directors, has yet not been documented.

Invictus is committed to creating a diverse workplace, which reflects the breadth of talent available in the communities it operates in. The Company believes a range of employees encompassing diversity of gender, age, ethnicity, and cultural background enables greater innovation by drawing on diverse backgrounds, experience, and skills. Improving the level of diversity, female participation, and female promotion in Invictus remains an objective of the Board. The company's ability to roll out its diversity policy is limited by the size of the current full time work force (2021:1 FTE, 2020: 1 FTE).

During the 30 June 2021 period Invictus workforce composition was one full time employee, Managing Director Mr Scott Macmillan.

Invictus operates in a traditionally male dominated industry of mining exploration and related services and is therefore predictably under represented by women in its workforce. At the date of writing this report, the Company has only one full time employee, Mr Scott Macmillan, Managing Director. When the opportunity arises, enhancing the participation of women in the workplace will become a focus of the Invictus Board.

PRINCIPLE 2:

STRUCTURE THE BOARD TO ADD VALUE

The Invictus Board comprises Five Directors:

Stuart Lake	Chairman
Scott Macmillan	Managing Director
Barnaby Egerton	Non-Executive Director
Warburton
Joe Mutizwa	Non-Executive Director
Gabriel Chiappini	Non-Executive Director

Non - Independent

Non-Independent

Independent

Independent

Independent

The composition of the Board reflects the size of the Company and the unique and significant industry experience the Directors bring to the Board. Invictus has a majority of independent Directors on its Board.

Mr Chiappini, Mr Mutizwa and and Mr Egerton Warburton fulfil the Governance Council's independence criteria

(Recommendation 2.5). Mr Macmillan is not considered to be an independent director due to his employment with the company as Managing Director, Mr Lake is not considered independent as he fullfils part-time executive role.

Each new member of the Board participates in an induction program which encompasses: the duties, roles, and responsibilities of each Director; the operations of the Board and its Committees; and outlines the Company's culture and values as well as the strategic, financial, operational, and risk issues within the Company.

A biography profiling each Directors' skill, experience, and expertise is set out in the Directors' Report along with their respective term of office.

PRINCIPLE 3:

ACT ETHICALLY AND RESPONSIBLY

The Invictus has adopted a Code of Conduct, which prescribes guidelines and policies aimed at maintaining high ethical standards and good corporate behaviour in the workplace. The Code of Conduct may be found in the Corporate Governance section of the Company's website.

Invictus encourages the reporting of instances which may involve a breach (or suspected breach) of the Code of Conduct.

PRINCIPLE 4:

SAFEGUARD INTEGRITY IN FINANCIAL REPORTING

The Board has established an Audit and Risk Management Committee to facilitate the verification and the safeguarding of the

integrity of the Company's financial reporting, internal control structure, risk management procedures, and the internal and external audit function. The Committee's charter is published on the Company's website, schedule 3 of the Corporate Governance Plan

The Company complies with Recommendation 4.1, as the composition of the Board does not lend to the practicality of a majority of independent Directors managing the Audit and Risk Management Committee. The full board are members of the Audit and Risk

Management Committee. The Committee is chaired by Mr Gabriel Chiappini who is an independent director & member of the Chartered Accountants Australia & New Zealand and member of Australian Institute of Company Directors.

The committee meets at least twice per annum and meetings are co-ordinated to coincide with the release of the Company's interim and full year financial reports and audits. The Committee has access to external auditors and a high degree of financial literacy is prevalent amongst the committee members. The details, qualifications, and experience of each committee member and the attendance of committee members at Audit and Risk Management Committee meetings are contained in the Directors' Report.