BLUE ENERGY ANNUAL CORPORATE GOVERNANCE STATEMENT

The ASX Corporate Governance Council has published Corporate Governance Principles and Recommendations (most recently amended on 1 February 2019) which specify the following material that should be made publicly available on an ASX Listed Entity’s public website.

These Principles and Recommendations set out are recommended the ASX Corporate Governance Council as those corporate governance practices for companies like Blue Energy which are listed on the ASX, that in the Council’s view, are likely to achieve good governance outcomes and meet the reasonable expectations of most investors and stakeholders in most situations.

Under the Principles and Recommendations, if the board of a listed entity considers that a Council recommendation is not appropriate to its particular circumstances, it is entitled not to adopt it. If it does so, however, it must explain why it has not adopted the recommendation – the “if not, why not” approach. This approach ensures that the market receives an appropriate level of information about the entity’s governance arrangements so that investors and other stakeholders can have a meaningful dialogue with the board and management on governance matters and can factor the information provided into their decision on whether or not to invest in the entity and how to vote on particular resolutions. The “if not, why not” approach is fundamental to the operation of the Principles and Recommendations.

The Board has adopted the revised Corporate Governance Principles and Recommendations 4th  Edition, subject to the exceptions noted in the more detailed the Company’s annual corporate governance statement found in the policy links below.

The Principles and Recommendations that the Company report against are structures around and seek to promoted, 8 central principles:

Principle 1 - Lay solid foundations for management and oversight

(Guide to Reporting on Principal 1)

A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance.

Principle 2 – Structure the Board to be Effective and add value

(Guide to Reporting on Principal 2)

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.

Principle 3 – Instil a Culture of acting lawfully, ethically and responsibly

(Guide to Reporting on Principal 3)

A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically and responsibly.

Principle 4 – Safeguard the integrity of corporate reports

(Guide to Reporting on Principal 4)

A listed entity should have appropriate processes to verify the integrity of its corporate reports.

Principle 5 – Make timely and balanced disclosure

(Guide to Reporting on Principal 5)

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.

Blue Energy’s key disclosure policies are:

Continuous Disclosure

Blue Energy has established a Continuous Disclosure Policy, having regard to the suggestions set out in the ASX Corporate Governance Principles and Recommendations and in ASX Guidance Note 8 – “Continuous Disclosure – Listing Rule 3.1”. Our continuous disclosure policy details our legal obligations with regard to continuous disclosure and establishes materiality guidelines designed to assist the board in its decision making process. Blue Energy has appointed a continuous disclosure manager who is responsible for ensuring that the specific processes and procedures outlined in our continuous disclosure policy are implemented properly.