Announcement PDF Corporate Governance Statement Sea Forest Limited ACN 631 662 283 (Company) The Board of Sea Forest Limited (Sea Forest or Company) is committed to conducting the business of the Company in an ethical manner and in accordance with principles of best practice in corporate governance. The Board is responsible for ensuring the existence of an effective corporate governance environment to safeguard the interests of the Company, its shareholders and other stakeholders. This statement sets out the Company's current compliance with the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations: 4th edition (Principles or Recommendations), as at the date indicated. The Principles are not prescriptive regarding the conduct of ASX-listed companies but require a company to disclose the reasons why it is not complying fully with the Principles. To the extent that they are relevant and appropriate to Sea Forest’s present circumstances, the Company has adopted the Principles. This statement details where the Recommendations have not been followed, and the reasons therefor. All references to the Website are to the investor section of the Company's website, which can be accessed at https://investors.seaforest.com.au/. This statement has been prepared in respect of the FY26 reporting period, is current as at 28 September 2026, and was approved and adopted by the Company's Board on that date. ASX Corporate Governance Principle/Recommendation Comply Particulars of Compliance and If Not Why Not Principle 1- Lay solid foundations for management and oversight Recommendation 1.1: A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management. Yes The Board's responsibilities are detailed in the Company's Board Charter. The Board Charter also sets out the responsibilities of the Chair, the Managing Director and individual directors, and governs the relationship between the Board and management. The Board has established committees to oversee certain functions, including the Audit, Risk & Compliance Committee and the Remuneration & Nomination Committee. A copy of the Board Charter is available on the Company's Website. Page 2 of 14 Recommendation 1.2: A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) 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. Yes The Board, with the assistance of the Remuneration & Nomination Committee undertake appropriate checks, including checks as to the candidate's character, experience, education, criminal record and bankruptcy history, before appointing a director or putting forward to Shareholders a candidate for election as a director. All material information in relation to potential directors will be provided to Shareholders as the need arises, including in the form of disclosures contained in an explanatory memorandum to a notice of meeting, seeking the approval of Shareholders for the election or re-election of directors. Recommendation 1.3: A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. Yes The Company requires each director and senior executive to execute a written agreement 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 Teresa Garces acts as the Company Secretary of the Company. The Board Charter provides that the Company Secretary is directly accountable to the Board, through the Chair, in relation to matters relating to the proper functioning of the Board and governance requirements. 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: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: Partially The Company has a strong commitment to diversity and fair treatment in its business, which is evidenced through its Diversity Policy available at https://investors.seaforest.com.au/corporate-governance. The Diversity Policy includes requirements for the Board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the Company's progress in achieving them. A copy of the Diversity Policy is available on the Company's Website. The Company will provide details as to compliance with this Recommendation 1.5 in its future annual reports, including the matters set out in Recommendation 1.5(c). As at the date of this statement, the Board recognises the Page 3 of 14 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 and published under that Act1. importance of diversity but, given the current nature and scale of the Company, does not consider it appropriate to set measurable objectives for achieving gender diversity at this point in time. The Board intends to formalise measurable objectives as the Company grows. In doing so, the Board is committed to setting appropriate and meaningful benchmarks that are able to be measured and monitored for effectiveness in addressing any imbalance in diversity, including gender, that may be present in Sea Forest's business. 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. Yes The Board Charter provides that the Board, with the assistance of the Remuneration & Nomination Committee, will review and evaluate the performance of the Board, each Board Committee and each individual director, at least annually. The Board has adopted a Board Performance Evaluation Framework which sets out the process for evaluating the performance of the Board, its Committees and individual directors. Consistent with the ASX Corporate Governance Council's recommendations, the Company intends to conduct an internal evaluation annually and to engage an external facilitator periodically, generally every three years. During the reporting period, the Board undertook an externally facilitated evaluation of its performance, which assessed the effectiveness of the Board, its Committees and individual directors. Recommendation 1.7: A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once Yes The Company has established a Remuneration & Nomination Committee to review and evaluate the performance of executives on an annual basis. A copy of the Remuneration & Nomination Committee Charter 1 The Workplace Gender Equality Act 2012 (Cth) applies to non-public sector employers with 100 or more employees in Australia. The Act requires such employers to make annual filings with the Workplace Gender Equality Agency (WGEA) disclosing their 'Gender Equality Indicators'. These reports are filed annually in respect of the 12 month period ending 31 March. Page 4 of 14 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. is available on the Company's Website. The Company has undertaken a performance evaluation in respect of the reporting period. Principle 2 – Structure the board to be effective and add value Recommendation 2.1: 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. Yes The Board has established a Remuneration & Nomination Committee to oversee the process of appointment, performance and remuneration of directors and senior executives of the Company. The Remuneration & Nomination Committee comprises four members, all of whom are independent Non-Executive Directors, and is chaired by an independent Director: - Jules Scarlett (Chair) - Brent Wallace - John McKillop - Roger Millichamp Details of meetings held during the year and member attendance are set out in the 2026 Director’s Report. A copy of the Remuneration & Nomination Committee Charter is available on the Company's Website. 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 The Board, through the Remuneration & Nomination Committee, has developed and adopted a Board Skills Matrix to identify the mix of skills, experience, expertise and diversity that the Board currently has or is seeking to achieve in its membership. The Matrix has been designed specifically for Sea Forest, reflecting the capabilities considered most relevant to a newly listed, high-growth, early- Page 5 of 14 commercialisation business operating in the agriculture, aquaculture and climate science sectors. The key capabilities assessed under the Board Skills Matrix are set out below: Capability Area Skills and Experience Leadership and Governance Leadership and Corporate Governance; Change Management and People Strategy Financial and Commercial Acumen Financial Acumen; Capital Management Strategy and Growth Growth and Strategic Expansion; Mergers, Acquisitions and Partnerships Industry and Innovation Industry Experience; Research and Development / Intellectual Property; Climate, Carbon and ESG Digital and Technology Digital Transformation; Artificial Intelligence and Emerging Technologies; Data and Technology Strategy Risk, Legal and Regulatory Risk and Compliance; Legal Knowledge; Government Relations and Regulatory Affairs Operations and Safety Operations and Project Management; Health, Safety and Environment Stakeholder and Market Engagement Investor Relations and Capital Markets; Marketing, Brand and Stakeholder Engagement The Matrix is used to assist the Board in identifying capability strengths and any skills, experience or composition gaps, and to inform director succession planning, recruitment and professional development initiatives. The Board Skills Matrix is maintained by the Company Secretary and is reviewed at least annually by the Remuneration & Nomination Committee to ensure it remains Page 6 of 14 aligned with the Company's strategy and business objectives. 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 the Principles 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 Company considers a director to be independent if the director is independent of management and free of any business or other relationship that could materially interfere, or be perceived as interfering, with the exercise of an unfettered and independent judgment in relation to matters concerning the Company. The Board considers that the following Directors are independent: (a) John McKillop, appointed on 1 March 2025 (b) Roger Millichamp, appointed on 20 September 2022 (c) Brent Wallace, appointed on 29 April 2025 (d) Jules Scarlett, appointed on 15 September 2025 Information relating to the Directors of the Company, including whether they are considered independent, their skills, experience and expertise, and the period for which they have held office, is set out in the Directors' Report section of the 2026 Annual Report. Updated information is released on the ASX Market Announcements Platform as required. Recommendation 2.4: A majority of the board of a listed entity should be independent directors. Yes The Board comprises six Directors, being four independent Non-Executive Directors and two Executive Directors. The Chair of the Board is an independent Non-Executive Director. Four of the six Directors, being a majority of the Board, are considered independent. In view of the size of the Company and the nature of its activities, the Board considers that the current mix of skills, qualifications and experience on the Board is consistent with the Company's current circumstances and its long- term interests. 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. Yes The Company's Chair is John McKillop. He is an independent Director and is not the Managing Director or Chief Executive Officer (CEO) of the Company. Recommendation 2.6: A listed entity should have a program Yes The Remuneration & Nomination Committee is responsible for the induction of new directors and for periodically reviewing Page 7 of 14 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. whether existing directors need to undertake professional development to maintain the skills and knowledge required to perform their roles effectively. New directors are provided with an induction pack covering the Company's values, Board and Committee structure, strategic and operational overview, financial information, key policies and contact details, together with briefings from management. The Company does not have a formal standing professional development programme. The Board reviews the development needs of directors on an ongoing basis and arranges professional development as those needs are identified, including briefings and presentations from external advisers and subject matter experts. 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 Board has approved and adopted a statement of values and tasked the CEO with the responsibility of instilling those values across the organisation, including providing appropriate training on the values to employees. The Company’s values are disclosed on its Website. 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 has a Code of Conduct which applies to all directors, officers and employees of the Company. Sea Forest is committed to operating lawfully, ethically and safely, and to maintaining high standards of propriety and business integrity. The Board Charter also sets out the conduct expected of individual directors in the discharge of their duties. The Company will take appropriate steps to ensure that the Board is informed of any material breaches of the Code of Conduct. A copy of the Code of Conduct is available on the Company's Website. Page 8 of 14 Recommendation 3.3: A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy. Yes The Board has established and adopted a Whistleblower Policy. The Whistleblower Policy will be reviewed regularly by the Board. The Company takes appropriate steps to ensure that the Board is informed of any material breaches of the Whistleblower Policy. A copy of the Whistleblower Policy is available on the Company's Website. Recommendation 3.4: A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or a committee of the board is informed of any material breaches of that policy. Yes The Board has established and adopted an Anti-Bribery and Corruption Policy. The Anti-Bribery and Corruption Policy will be reviewed regularly by the Board. The Company takes appropriate steps to ensure that the Board is informed of any material breaches of the Anti- Bribery and Corruption Policy. A copy of the Anti-Bribery and Corruption Policy is available on the Company's Website. 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 Yes The Board has established an Audit, Risk & Compliance Committee. The Committee comprises four members, all of whom are independent Non-Executive Directors, and is chaired by an independent Director who is not the Chair of the Board: - Brent Wallace (Chair) - John McKillop - Roger Millichamp - Jules Scarlett All members of the Audit, Risk & Compliance Committee are financially literate and possess an appropriate understanding of Page 9 of 14 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. the industry and related risk environment in which the Company operates. Details of each member’s qualifications and relevant experience are provided in the Directors’ Report of the 2026 Annual Report, together with information on the number of meetings held and individual attendance records for FY26. The Committee’s functions and powers are formalised in a charter, a copy of which is available on the Company's Website. 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, in their opinion, 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 operating effectively. Yes The CEO and CFO provide a declaration to the Board in accordance with section 295A of the Corporations Act and assure the Board that such declaration is founded on a sound system of risk management and internal control. 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 All periodic corporate reports are reviewed by the Board and, where relevant, by the Audit, Risk & Compliance Committee, prior to their release to the market. 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 has adopted a Continuous Disclosure Policy. This policy sets out, amongst other matters, the manner in which the Board will ensure compliance with the disclosure requirements of the ASX Listing Rules. A copy of the Continuous Disclosure Policy is available on the Company's Website. Page 10 of 14 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 Material market announcements are approved by the Board at regular board meetings scheduled to coincide with ASX filing timetable requirements. Other material market announcements are circulated to the Board via e-mail. 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 Results presentations and transcripts of the Chair’s address at annual general meetings will be released on the ASX Market Announcements Platform before the start of the meetings. Other presentations to new or substantive shareholders or investor analysts will be released on the ASX Market Announcements Platform prior to the relevant presentation. Principle 6 – Respect the rights of security holders Recommendation 6.1: A listed entity should provide information about itself and its governance to investors via its website. Yes The Company provides investors with comprehensive and timely access to information about itself and its governance mechanisms on its website. Available information includes copies of the Company's Constitution, Board and Committee Charters and key corporate governance policies. The Company's website also includes all ASX announcements, Annual Reports and Notices of Shareholder Meetings, as and when these documents become available. The investor section of the Company's website can be accessed at https://investors.seaforest.com.au/corporate- 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 sets out, amongst other things, the manner in which the Company will promote effective communication with Shareholders and respond to Shareholder enquiries. A copy of the Shareholder Communications Policy is available on the Company's Website. Page 11 of 14 Recommendation 6.3: A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. Yes The Company has adopted a Shareholder Communications Policy which sets out, amongst other things, the manner in which the Company will promote effective communication with shareholders and encourage their participation at general meetings. The Company will also encourage shareholders to attend the Company’s annual general meeting and to ask questions from the Board and the auditor and/or to submit questions in writing in advance. At each annual general meeting, the Board will ensure that: • a representative of the Company’s auditors is in attendance to respond directly to questions on audit related matters; • information about the current developments is provided at the meeting, to make it easy for shareholders to participate and ask questions; and • the Chair of the Board presents an Address to the Annual General Meeting relating to current developments. A copy of the Shareholder Communications Policy is available on the Company's Website. 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 All substantive resolutions at a meeting of shareholders will be conducted by poll. 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 gives its Shareholders the opportunity to give and receive communications to and from both the Company and security registry electronically. Electronic communications to the Company may be sent via email to hello@automicgroup.com.au. The Company's Share Register is managed and maintained by Automic Pty Ltd. Shareholders can access their shareholding details or make enquiries about their current shareholding electronically by quoting their Shareholder Reference Number or Holder Identification Number, via Page 12 of 14 https://www.automicgroup.com.au/. 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 paragraph (a) above, disclose that fact and the processes it employs for overseeing the entity's risk management framework. Yes The Board has established an Audit, Risk & Compliance Committee to assist with risk oversight, risk management and internal control. The Committee comprises four members, all of whom are independent Non-Executive Directors, and is chaired by an independent Director who is not the Chair of the Board: - Brent Wallace (Chair) - John McKillop - Roger Millichamp - Jules Scarlett Details of the number of meetings held during FY26 and individual attendance records are provided in the 2026 Directors’ report. The Board has adopted the Audit, Risk & Compliance Committee Charter which sets out the functions of the Audit, Risk & Compliance Committee. A copy of the Audit, Risk & Compliance Committee Charter is available on the Company's Website. Recommendation 7.2: The board or a committee of the board should: (a) review the entity's risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place. Yes The Audit, Risk & Compliance Committee is responsible for the review of the Company's risk management program, and for satisfying itself that it continues to be sound and that the Company is operating with due regard to the risk appetite set by the Board. A review of the Company's risk management framework was conducted during the reporting period. Page 13 of 14 Recommendation 7.3: A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes. Yes The Company does not have a dedicated internal audit function. The Board, through the Audit, Risk & Compliance Committee, evaluates and seeks to continually improve the effectiveness of the Company's governance, risk management and internal control processes, including through the Committee's review of the Company's risk management framework during each reporting period. Recommendation 7.4: A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks. Yes The Board is responsible for overseeing risk, including identifying material business risks on an ongoing basis, and is supported by the Audit, Risk & Compliance Committee. These risks are managed through the Company's risk management framework. The Company's material business risks were reviewed during the reporting period, including environmental and social risks identified such as climate change and sustainability claims; carbon policy and crediting dependency; and supply, biosecurity and business disruption. The review concluded that controls over risk management processes were adequate and effective. The Company's material business risks are set out in the Material Business Risks section of the Directors' Report in the 2026 Annual Report. Principle 8 – Remunerate fairly and responsibly Recommendation 8.1: The board of a listed entity should: (a) have a remuneration 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 perio