Announcement PDF 1 AMAERO INC. (Company) CORPORATE GOVERNANCE STATEMENT This Corporate Governance Statement is current as at June, 12 2026 and the Corporate Governance Statement has been approved by the Board as at June, 12 2026 (Statement Date). This Corporate Governance Statement discloses the extent to which the Company will follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4th Edition (Recommendations) as at June 12, 2026. The Recommendations are not mandatory, however the Recommendations that will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation. The Company has currently in place corporate governance policies and charters which have been posted in a dedicated corporate governance information section on the Company’s website at https://investorhub.amaero.com.au/governance RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION Principle 1: Lay solid foundations for management and oversight Recommendation 1.1 (a) A listed entity should have and disclose a board charter which sets out the respective roles and responsibilities of the Board, the Chair and management, and includes a description of those matters expressly reserved to the Board and those delegated to management. YES The Company has adopted a Board Charter that sets out the specific roles and responsibilities of the Board, the Chair and management and includes a description of those matters expressly reserved to the Board and those delegated to management. The Board Charter sets out the specific responsibilities of the Board, requirements as to the Board’s composition, the roles and responsibilities of the Chair, CEO and Company Secretary, the establishment, operation and management of Board committees, directors’ access to Company records and information, details of the Board’s relationship with management, details of the Board’s performance review and details of the Board’s disclosure policy. Please refer to the Board Charter available on the Company’s website: https://investorhub.amaero.com.au/governance Recommendation 1.2 A listed entity should: (a) undertake appropriate checks before appointing a YES The Company has guidelines for the appointment and selection of the Board and senior executives in its Board Charter and Remuneration and Nomination Committee Charter. The Company’s Remuneration and Nomination Committee Charter 2 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION director or senior executive or putting someone forward for election as a director; and (a) 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. requires the Remuneration and Nomination Committee (or, in its absence, the Board) to ensure appropriate checks (including checks in respect of character, experience, education, criminal record and bankruptcy history (as appropriate)) are undertaken before appointing a person, or putting forward to shareholders a candidate for election, as a director. Further, shareholders are required to be provided with all material information in the Remuneration and Nomination Committee’s (or, in its absence, the Board’s) possession relevant to a decision on whether or not to elect or re-elect a director including biographical details, qualifications, a statement as to whether the Board supports the nomination of the director, the degree of independence of the director, and details of any existing directorships held. Please refer to the Board Charter and the Remuneration and Nomination Committee Charter available on the Company’s website: https://investorhub.amaero.com.au/governance Recommendation 1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. NO The Company or a subsidiary of the Company has entered into a written agreement with each senior executive (including executive directors) setting out the terms of their appointment. Recommendation 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. YES The Company Bylaws and Board Charter outline the roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. Please refer to the Company Bylaws and Board Charter available on the Company’s website: https://investorhub.amaero.com.au/governance Recommendation 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: (i) the measurable objectives set for that period to achieve gender diversity; (ii) the entity’s progress towards achieving those objectives; and (iii) either: NO The Company has adopted a Diversity Policy which provides a framework for the Company to establish, achieve and measure diversity objectives, including in respect of gender diversity. Please refer to the Diversity Policy available on the Company’s website: https://investorhub.amaero.com.au/governance The Diversity Policy allows the Board to set measurable diversity objectives and to continually monitor both the objectives (if any have been set) and the Company’s progress in achieving them. The Board considers that the Company is not currently of a size or complexity to warrant setting measurable objectives to achieve gender diversity and that the requirements of the Diversity Policy are sufficient for its present circumstances to ensure gender diversity remains a priority in its growth and business strategies. 3 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION (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 the Workplace Gender Equality 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. The Board considers ‘senior executives’ to be those roles which report to the Chief Executive Officer or the Board. The Company is not a relevant employer under the Workplace Gender Equality Act. Recommendation 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. NO Under the Board Charter, the Board is required, regularly, with the advice and assistance of the Remuneration and Nomination Committee (if any), to review and evaluate the performance of the Board, its committees and individual directors against the relevant charters, corporate governance policies, and agreed goals and objectives (as applicable). The Board intends to develop a formal process for evaluating the performance of the Board, its committees and individual directors, in line with the Company’s strategic objectives and governance requirements. Please refer to the Board Charter available on the Company’s website: https://investorhub.amaero.com.au/governance Recommendation 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. YES The Company’s Remuneration and Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Company’s senior executives when reviewing their remuneration. Please refer to the Board Charter and the Remuneration and Nomination Committee Charter available on the Company’s website: https://investorhub.amaero.com.au/governance Principle 2: Structure the Board to be effective and add value Recommendation 2.1 YES The Company does not currently have a Nomination Committee. The 4 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION The Board of a listed entity should: (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) 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. Board is of the view that it is not currently of a size to justify the formation of a Nomination Committee. The Board has adopted a Remuneration and Nomination Committee Charter for the purpose of addressing 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. However, until such time as a separate Nomination Committee is constituted, the Board will remain responsible for such matters and will continue to monitor the composition of the Board and the roles and responsibilities of its members. Please refer the Remuneration and Nomination Committee Charter available on the Company’s website: https://investorhub.amaero.com.au/governance Recommendation 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. YES Please refer to the Board Skills Matrix set out in Annexure A to this Corporate Governance Statement. Recommendation 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 or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendations (4th Edition), 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 YES The Board Charter requires the disclosure of the names of directors considered by the Board to be independent. Please refer to the Board Charter available on the Company’s website: https://investorhub.amaero.com.au/governance The Board assesses the independence of its directors against the requirements for independence in the Board Charter which reflect the independence criteria detailed in the ASX Corporate Governance Principles. Director independence is initially assessed upon each director's appointment and reviewed each year, or as required when a new personal interest or conflict of interest is disclosed. Directors are required to disclose all actual or potential conflicts of interest on an ongoing basis. The Board considers that: − Hank Holland, appointed to the Board of the Company on February 5 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION 20, 2026, is not considered to fulfill the role of independent director due to his role as Chief Executive Officer of the Company and as Managing Partner of Pegasus Growth Capital, which is a substantial shareholder of the Company; − Jamie Levy, appointed to the Board of the Company on June 3, 2026, is free from any interest, position, association or relationship that may influence or reasonable be perceived to influence, the independent exercise of the director’s judgement and that he is able to fulfill the role of independent director for the purpose of the recommendations; − Erik Levy, who will be appointed to the Board of the Company on June 22, 2026, is free from any interest, position, association or relationship that may influence or reasonable be perceived to influence, the independent exercise of the director’s judgement and that he is able to fulfill the role of independent director for the purpose of the recommendations; − Omer Granit, who will be appointed to the Board of the Company on June 22, 2026, is free from any interest, position, association or relationship that may influence or reasonable be perceived to influence, the independent exercise of the director’s judgement and that he is able to fulfill the role of independent director for the purpose of the recommendations; − Robert Latta, who will be appointed to the Board of the Company on June 22, 2026, is not considered to fulfill the role of independent director due to his relationship with Hank Holland and his role as Partner of Pegasus Growth Capital which is a substantial shareholder of the Company; − Alistair Cray, who will be appointed to the Board of the Company on June 22, 2026, is free from any interest, position, association or relationship that may influence or reasonable be perceived to influence, the independent exercise of the director’s judgement and that he is able to fulfill the role of independent director for the purpose of the recommendations; − Tim Johnson, who will be appointed to the Board of the Company on June 22, 2026, is free from any interest, position, association or relationship that may influence or reasonable be perceived to influence, the independent exercise of the director’s judgement and that he is able to fulfill the role of independent director for the purpose of the recommendations. 6 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION The length of service of each current and proposed director on the Board of the Company is as follows: − Hank Holland – appointed on February 20, 2026 − Jamie Levy – appointed on June 3, 2026 − Erik Levy – will be appointed to the Board of the Company on June 22, 2026 − Omer Granit – will be appointed to the Board of the Company on June 22, 2026 − Robert Latta – will be appointed to the Board of the Company on June 22, 2026 − Alistair Cray – will be appointed to the Board of the Company on June 22, 2026 − Tim Johnson – will be appointed to the Board of the Company on June 22, 2026 Recommendation 2.4 A majority of the Board of a listed entity should be independent directors. YES The Company’s Board Charter requires that, where practical, the majority of the Board should be independent. The Board currently comprises of two directors, Hank Holland and Jamie Levy. On and from June 22, 2026, the Board will consist of a total of seven directors, of whom five will be considered to be independent: − Jamie Levy – appointed on June 3, 2026 − Erik Levy – appointed on June 22, 2026 − Omer Granit – appointed on June 22, 2026 − Alistair Cray – appointed on June 22, 2026 − Tim Johnson – appointed on June 22, 2026 As such, independent directors will comprise the majority of the Board on and from June 22, 2026. Please refer to the Board Charter available on the Company’s website: https://investorhub.amaero.com.au/governance Recommendation 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. NO The Chair of the Company, Mr Hank Holland, is also the CEO of the Company. Please refer to the Board Charter available on the Company’s website: https://investorhub.amaero.com.au/governance Recommendation 2.6 YES The Remuneration and Nomination Committee (or, in its absence, the 7 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION 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. Board) is responsible for establishing and facilitating induction programs for new directors and for the approval and review of induction and continuing professional development programs and procedures for directors to maintain the required skills and knowledge. Upon appointment, new directors are provided with sufficient information of the Company and its operating environment to enable them to fulfil their role effectively. Please refer to the Board Charter and the Remuneration and Nomination Charter available on the Company’s website: https://investorhub.amaero.com.au/governance Principle 3: Instil a culture of acting lawfully, ethically and responsibly Recommendation 3.1 A listed entity should articulate and disclose its values. YES The Company and its subsidiary companies (if any) are committed to conducting all business activities fairly, honestly, with a high level of integrity, and in compliance with all applicable laws, rules and regulations. The Board, management and employees are dedicated to high ethical standards and recognise and support the Company’s commitment to compliance with these standards. The Company’s values are set out on its website and in its Code of Conduct available on the Company’s website: https://investorhub.amaero.com.au/governance Recommendation 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. YES The Company’s Code of Conduct applies to all personnel, being the directors, officers, senior executives, employees, authorised representatives, contractors or consultants of the Company or any subsidiary of the Company. Any material breaches of the Code of Conduct are reported to the Remuneration and Nomination Committee (and, in its absence, the Board). Please refer to the Code of Conduct available on the Company’s website: https://investorhub.amaero.com.au/governance Recommendation 3.3 A listed entity should: (a) have and disclose a whistleblower policy; and (a) ensure that the Board or a committee of the Board is informed of any material incidents reported under that policy. YES The Company’s Whistleblower Policy is available on the Company’s website. Any material breaches of the Whistleblower Policy are to be reported to the Board. Please refer to the Whistleblowers Policy available on the Company’s website: https://investorhub.amaero.com.au/governance Recommendation 3.4 YES The Company’s Anti-Bribery and Corruption Policy is available on the 8 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION 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. Company’s website. Any material breaches of the Anti-Bribery and Corruption Policy are to be reported to the Board or a committee of the Board. Please refer to the Anti-Bribery and Corruption Policy available on the Company’s website: https://investorhub.amaero.com.au/governance Principle 4: Safeguard the integrity of corporate reports Recommendation 4.1 The Board of a listed entity should: (a) have an audit committee which: (i) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (ii) is chaired by an independent director, who is not the Chair of the Board, and disclose: (iii) the charter of the committee; (iv) the relevant qualifications and experience of the members of the committee; and (v) 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. YES Following June 22, 2026, the Company will establish an Audit and Risk Committee which will be chaired by an independent director (Erik Levy) who is not the Chair of the Board. The two other Committee members will be Omer Granit and Jamie Levy, who are independent non- executive directors. The Audit and Risk Committee will satisfy the requirements under its Audit and Risk Committee Charter. Please refer to the Audit and Risk Committee Charter and Risk Management Policy available on the Company’s website: https://investorhub.amaero.com.au/governance The Company’s annual report will detail the members of its Audit and Risk Committee and their relevant qualification and experience. Recommendation 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 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 YES Prior to the Board approving the Company's financial statements, the Board is required to receive from the CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained, 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. Please refer to the Risk Management Policy available on the 9 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION operating effectively. Company’s website: https://investorhub.amaero.com.au/governance Recommendation 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. YES The Company’s process for verifying the integrity of periodic corporate reports released to ASX that do not require audit or audit review by an external auditor consists of preparation and review by management followed by review by any external services providers the Company determines, including the outsourced financial controller, Company Secretary, auditors and lawyers, as required. The Company may also include a description of the process it undertakes to verify the integrity of the information in its reports. Please refer to the Audit and Risk Committee Charter available on the Company’s website: https://investorhub.amaero.com.au/governance Principle 5: Make timely and balanced disclosure Recommendation 5.1 A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1. YES The Company is committed to taking a proactive approach to continuous disclosure and creating a culture within the Company that promotes and facilitates compliance with the Company's continuous disclosure obligations. The Company has adopted a written policy to ensure compliance with their ASX Listing Rule disclosure obligations. Please refer to the Market Communications and Continuous Disclosure Policy available on the Company’s website: https://investorhub.amaero.com.au/governance The Company has appointed Laura Newell as the ASX liaison officer. However, the Board retains ultimate responsibility for compliance with the Company's continuous disclosure obligations. Recommendation 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. YES Under the Company’s Market Communication and Continuous Disclosure Policy, the Board will receive material market announcements promptly after they have been made. Please refer to the Market Communication and Continuous Disclosure Policy available on the Company’s website: https://investorhub.amaero.com.au/governance Recommendation 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. YES All substantive investor or analyst presentations will be released on the ASX Markets Announcement Platform ahead of such presentations. Principle 6: Respect the rights of security holders 10 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website. YES Information about the Company and its governance is available on the Company’s website: https://investorhub.amaero.com.au/governance Recommendation 6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors. YES The Company has adopted a Shareholder Communications Policy which aims to promote and facilitate effective two-way communication with investors. The Policy outlines a range of ways in which information is communicated to shareholders. The Company provides investors with comprehensive and timely access to information about itself and its governance on its website, including copies of the Company's Board and Committee Charters and key corporate governance policies, copies of all material information lodged with ASX, copies of all announcements, briefings and speeches made to the market, analysts or the media, press releases or announcements made by the Company, financial data for the Company, the Company's annual reports and notices of shareholder meetings. Please refer to the Shareholder Communications Policy available on the Company’s website: https://investorhub.amaero.com.au/governance Recommendation 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. YES All shareholders are invited to attend the Company's annual general meetings either in person or by representative. Shareholders have an opportunity to submit questions to the Board or the Company's external auditor. Shareholders are encouraged to participate at all general meetings and AGMs of the Company. Please refer to the Shareholder Communications Policy available on the Company’s website: https://investorhub.amaero.com.au/governance Recommendation 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. YES Whenever possible and appropriate, all substantive resolutions at shareholder meetings will be decided by a poll rather than a show of hands. Please refer to the Shareholder Communications Policy available on the Company’s website: https://investorhub.amaero.com.au/governance Recommendation 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. YES The Company encourages shareholders to submit questions or requests for information by contacting the Company via email at investor@amaero.com.au. Shareholders can elect to receive electronic communications, including the release of the annual report and other communications. Links are 11 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION made available to the Company’s website on which all information provided to the ASX is immediately posted. The Company also encourages shareholders to submit any questions related to their shareholdings in the Company to the Company's share registry with the share registry's contact details included in the Shareholder Communication Policy, including details for electronic communication. Please refer to the Shareholder Communications Policy available on the Company’s website: https://investorhub.amaero.com.au/governance Principle 7: Recognise and manage risk Recommendation 7.1 The Board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) 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 process it employs for overseeing the entity’s risk management framework. YES The Company’s Audit and Risk Committee Charter provides for the creation of an Audit and Risk Committee with at least three directors, all of whom shall, where practicable, be non-executive directors and, a majority of whom should, where practicable, be independent directors. Following June 22, 2026, the Audit