Announcement PDF Microba Life Sciences Ltd ABN 82 617 096 652 Level 10, 324 Queen Street, Brisbane QLD 4000 Australia T: 1300 974 621 E: investor@microba.com W: microba.com Page 1 of 14 Microba Life Sciences Limited CorporateGovernanceStatement The Board of directors (Board) of Microba Life Sciences Limited ('Company' or 'Microba') ABN 82 617 096 652 is responsible for the overall corporate governance of the Company and is committed to implementing the highest standards of corporate governance. In determining what those high standards should involve, the Company has considered the Australian Securities Exchange (ASX) Corporate Governance Council's Principles of Good Corporate Governance and Recommendations (4th Edition) (Principles and Recommendations). On 21 July 2026, the ASX Corporate Governance Council released a consultation draft of the 5th Edition of the Principles and Recommendations. The 4th Edition remains the applicable edition for the financial year ended 30 June 2026. On the timetable published with the consultation draft, the 5th Edition would first apply to Microba for the financial year ending 30 June 2028. In line with the above, the Board has set out the way forward for the Company in its implementation of the Principles and Recommendations. Due to the current size of the Company and the scale of its operations, it is neither practical nor economic for the adoption of all of the Principles and Recommendations. Where the Company has not adhered to the Principles and Recommendations, it has stated that fact in this Corporate Governance Statement. The Company's Corporate Governance Charters and Policies are available from the Company's website at https://ir.microba.com/corporate-governance/. Any references to various Charters and Policies within the statement below, are references to the Charters and Policies on the Company’s website. Information published on the Company’s website includes a copy of this Corporate Governance Statement. This Corporate Governance Statement was approved by the Board and is current as at 31 August 2026 and has been authorised for release. Page 2 of 14 ASX RECOMMENDATIONS STATUS COMPLIANCE BY MICROBA Principle 1 – Lay solid foundations for management and oversight A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance Recommendation 1.1 A listed entity should have and disclose a board charter setting out: • the respective roles and responsibilities of its board and management; and • those matters expressly reserved to the board and those delegated to management. Yes Microba has adopted a formal charter (Board Charter) clearly setting out the respective roles and responsibilities of the Board, the Chair, and the Company Secretary. Responsibilities reserved to the Board include: • providing leadership and setting the strategic objectives of Microba; • appointing the chair; • appointing and, when necessary, replacing the CEO; • approving the appointment and, when necessary, replacement of other senior executives of Microba; • overseeing management’s implementation of Microba’s strategic objectives and its performance generally; • through the chair, overseeing the role of the Company Secretary; • approving operating budgets and major capital expenditure; • overseeing the integrity of Microba’s accounting and corporate reporting systems, including the external audit; • overseeing Microba’s process for making timely and balanced disclosure of all material information concerning it that a reasonable person would expect to have a material effect on the price or value of Microba’s securities; • ensuring that Microba has in place an appropriate risk management framework and setting the risk appetite within which the Board expects management to operate; • approving Microba’s remuneration framework; and • monitoring the effectiveness of Microba’s governance practices. A copy of the Board Charter is available on Microba’s website. Recommendation 1.2 A listed entity should: • undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and • 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 undertakes appropriate checks relating to each individual's character, experience, education, criminal record, and bankruptcy history before appointing or nominating Board candidates. All information relevant to a decision to elect or re-elect a Director will be provided to Shareholders in any notice of meeting pursuant to which a resolution to elect or re-elect a Director will be voted upon. In addition, Microba has established a Nomination and Remuneration Committee to identify and make recommendations to the Board for the appointment of new Board candidates, having regard to their skills, experience and expertise and the results of appropriate checks. Page 3 of 14 ASX RECOMMENDATIONS STATUS COMPLIANCE BY MICROBA 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's Board Charter requires that the terms and conditions of appointment of a Director be confirmed in a formal letter of appointment or a service contract. Specifically: • the Non-executive Directors have each executed a letter of appointment setting out the terms and conditions of their appointment; and • the senior executives of Microba have entered into service contracts, setting out the terms and conditions of their employment. 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 Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. Microba has adopted a formal charter (Board Charter) setting out the Company Secretary's responsibilities. Under the Board Charter, the Company Secretary is responsible for: • advising the Board and its committees on governance matters; • monitoring that the Board and committee policies and procedures are followed; • coordinating the timely completion and dispatch of Board and committee papers; • ensuring the business at Board and committee meetings is accurately captured in the minutes; and • helping to organise and facilitate the induction and professional development of Directors and the Company Secretary. Recommendation 1.5 A listed entity should: • have and disclose a diversity policy; • 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 • 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 Partial Microba has a diversity policy (Diversity Policy) in place which promotes diversity and inclusion regardless of employees' experiences, perspectives, professional skills, gender, gender identity, age, sexual orientation, marital or family status, disabilities, ethnicity, religious beliefs, cultural and socioeconomic backgrounds. The Board considers that the Company is currently too small and new to incorporate specific gender diversity targets into its hiring process. However, Microba values, recognises, and respects diversity in all respects and its workforce is made up of individuals with diverse skills, backgrounds, perspectives, and experiences. The Board will continue to monitor Microba's growth and needs for specific gender diversity targets periodically. The Diversity Policy entrusts the Board with the responsibility for designing and overseeing the implementation of the Diversity Policy. Under the Diversity Policy, the Board is: • required to develop initiatives that will promote and achieve diversity goals; • responsible for reviewing this diversity policy and will assess the status of diversity within Microba and the effectiveness of this policy in achieving the measurable objectives which have been set to achieve diversity; • responsible for assessing the need for specific and measurable gender diversity targets periodically, and if required, setting those targets; and Page 4 of 14 ASX RECOMMENDATIONS STATUS COMPLIANCE BY MICROBA (iii) either: (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 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. • responsible for assessing the effectiveness of Microba’s diversity objectives each year. The Company is not a “relevant employer” under the Workplace Gender Equality Act 2012 and therefore no Gender Equality Indicators have been disclosed. A copy of the Diversity Policy is available on Microba’s website. Recommendation 1.6 A listed entity should: • have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and • disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process during or in respect of that period. Yes The Nomination and Remuneration Committee is responsible for the development and implementation of a process for annually evaluating the performance and professional development needs of the Board. Under the Board Charter, each Director’s performance is also assessed when standing for re-election. Before each annual general meeting, the Chair of the Board assesses the performance of any Director standing for re-election and the Board will determine their recommendation to Shareholders on the re-election of the Director (in the absence of the Director involved). The Board (excluding the Chair) will conduct the review of the Chair. During the period from July to October 2025, an evaluation of the Board was undertaken. The process commenced at the Committee level and was subsequently considered at the Board level. Consultation was also undertaken with the Company’s substantial shareholders, who provided their respective views. Page 5 of 14 ASX RECOMMENDATIONS STATUS COMPLIANCE BY MICROBA Recommendation 1.7 A listed entity should: • have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and • disclose for each reporting period, whether a performance evaluation was undertaken in accordance with that process during or in respect of that period. Yes Under the Board Charter, senior executives’ performance will be considered by the Nomination and Remuneration Committee. Performance evaluations of senior executives were conducted during the reporting period. Principle 2 – Structure the board to be effective and add value 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. Recommendation 2.1 The board of a listed entity should: • 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 • 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 Partial The Board has appointed a dedicated Nomination and Remuneration Committee, which has authority and power to exercise the roles and responsibilities granted to it under a nomination and remuneration committee charter (Nomination and Remuneration Committee Charter), and any other resolutions of the Board from time to time. For the period from 1 July 2025 to 19 November 2025, the Committee comprised four Non-executive Directors, two of whom were independent, so the Committee did not have a majority of independent members, and was chaired by a Director who was not independent. Following the resignation of Mr Richard Bund on 19 November 2025, the Committee was reconstituted, with Ms Jacqueline Fernley appointed Chair. The Committee now comprises three Directors, all of whom are Non-executive Directors and two of whom are independent Directors. The members of the Nomination and Remuneration Committee are: • Chair: Jacqueline Fernley; • Member: Pasquale Rombola; and • Member: Professor Gene Tyson. The Committee is chaired by an independent Director and a majority of its members are independent Directors. The composition requirements of Recommendation 2.1 have accordingly been satisfied from the date on which the Committee was reconstituted, but were not satisfied for the whole of the reporting period. During that period, the Committee’s recommendations remained subject to consideration and approval by the full Board, and under the Board Charter approval of Microba’s remuneration framework is reserved to the Board. The Nomination and Remuneration Committee Charter is available on Microba’s website. Page 6 of 14 ASX RECOMMENDATIONS STATUS COMPLIANCE BY MICROBA the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. Microba has disclosed, in the Company’s Annual Report, the number of times the Nomination and Remuneration Committee has met during the reporting period, and the attendance at those meetings. 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 has adopted a board skills matrix, which is available on Microba's website. The Board reviewed and updated the board skills matrix during the reporting period, and continues to do so as Microba grows and the needs of the Company change. Recommendation 2.3 A listed entity should disclose: • the names of the directors considered by the board to be independent directors; • if a director has an interest, position, association or relationship of the type described in Box 2.3 of the ASX CG Principles but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and • the length of service of each director. Yes The Board considers that Mr Pasquale Rombola, Professor Ian Frazer, Ms Jacqueline Fernley and Mr Stéphane Chatonsky are free from any business or any other relationship that could materially interfere with, or reasonably be perceived to interfere with, the exercise of the Director's unfettered and independent judgement and are able to fulfil the role of independent Director for the purpose of the ASX Recommendations. Professor Gene Tyson is not considered by the Board to be independent. Professor Tyson is a co-founder of Microba, has been associated with the Company since its incorporation and was a substantial shareholder of the Company until 1 December 2022. Mr Richard Bund and Dr Hyungtae Kim, each of whom resigned on 19 November 2025, were not considered by the Board to be independent during their period of service. Mr Bund was a substantial shareholder of the Company. Dr Kim represented Macrogen, Inc., which was a substantial shareholder of the Company until 30 October 2023. The Board has also considered the length of service of Mr Rombola and Professor Frazer, each of whom has served on the Board since 2017. The Board is satisfied that their tenure has not affected their ability to bring independent judgement to bear on Board deliberations, and that their knowledge of Microba’s science, operations and history remains of material benefit to the Company. The Board will keep that assessment under review. The Board will regularly assess the independence of each Director in light of the interests disclosed by them. That assessment will be made at least annually at, or around the time, that the Board considers candidates for election to the Board, and each independent Director is required to provide the Board with all relevant information for this purpose. If the Board determines that a Director’s independent status has changed, that determination will be disclosed to the market in a timely fashion. The details of the Directors and their length of service are as follows: Pasquale Rombola Chair (appointed 23 June 2017) Professor Ian Frazer Deputy Chair (appointed 31 January 2017) Professor Gene Tyson Non-Executive Director (appointed 31 January 2017) Jacqueline Fernley Non-Executive Director (appointed 8 September 2022) Stéphane Chatonsky Non-Executive Director (appointed 20 November 2025) Page 7 of 14 ASX RECOMMENDATIONS STATUS COMPLIANCE BY MICROBA Richard Bund Non-Executive Director (appointed 8 February 2018, resigned 19 November 2025) Dr Hyungtae Kim Non-Executive Director (appointed 16 June 2019, resigned 19 November 2025) Recommendation 2.4 A majority of the board of a listed entity should be independent directors. Partial For the period from 1 July 2025 to 19 November 2025, the Board comprised six Directors, three of whom were independent. A majority of the Board was therefore not independent for that part of the reporting period. During that period, the Board was chaired by an independent Director and the Audit and Risk Committee was chaired by an independent Director who was not the Chair of the Board. Following the resignations of Mr Richard Bund and Dr Hyungtae Kim on 19 November 2025, the Board comprised four Directors, three of whom were independent. Mr Stéphane Chatonsky was appointed on 20 November 2025, and the Board now comprises five Directors, four of whom are independent Directors. A majority of the Board has been independent from 19 November 2025 and remains so as at the date of this statement. The Board considers that its current composition provides an appropriate balance of skills, experience and independence for a company of Microba’s size and stage of development. 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 Chief Executive Officer of the entity. Yes The Chair of the Board is Pasquale Rombola who is an independent, Non-executive Director. Luke Reid is the Chief Executive Officer. Recommendation 2.6 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. Yes Under the Board Charter, the Directors are expected to participate in any induction or orientation programs on appointment, and any continuing education or training arranged for them. The Company Secretary is responsible for facilitating the induction and professional development of Directors. Principle 3 – Instil a culture of acting lawfully, ethically and responsibly A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically and responsibly. Recommendation 3.1 A listed entity should articulate and disclose its values. Yes Microba’s Statement of Values is contained in the code of conduct (Code of Conduct). The Code of Conduct is available on Microba’s website. Recommendation 3.2 A listed entity should: Yes The Board has adopted a Code of Conduct which sets out the values, commitments, ethical standards and policies of Microba and outlines the standards of conduct expected of Microba’s business and people, taking into account Microba’s legal and other obligations to its stakeholders. Page 8 of 14 ASX RECOMMENDATIONS STATUS COMPLIANCE BY MICROBA • have and disclose a code of conduct for its directors, senior executives and employees; and • ensure that the board or a committee of the board is informed of any material breaches of that code. The Code of Conduct applies to all Directors, as well as all officers, employees, contractors, consultants, other persons that act on behalf of Microba, and associates of Microba. The Code of Conduct is available on Microba’s website. Recommendation 3.3 A listed entity should: • have and disclose a whistleblower policy; and • ensure that the board or a committee of the board is informed of any material incidents reported under that policy. Yes Microba has adopted a Whistleblower Policy. This policy encourages employees to raise any concerns and report instances of illegal, unacceptable, or undesirable conduct within the Company. The policy deals with (among other things): • how employees can make reports about any of the above behaviours anonymously and/or confidentially, securely, and outside of business hours; • the procedures following disclosure by an employee; • how investigations will be conducted by the Company; • reporting of the outcome of the investigation; and • communications to whistleblowers. The Whistleblower Policy is available on Microba’s website. Recommendation 3.4 A listed entity should: • have and disclose an anti-bribery and corruption policy; and • ensure that the board or a committee of the board is informed of any material breaches of that policy. Yes Microba has adopted an Anti-Bribery and Corruption Policy. This policy outlines Microba’s stance in relation to bribes, corruption, and other improper payments or benefits received or given by the Company and its personnel and the damage to Microba’s reputation and good standing in the community. The policy provides a framework under which gifts or benefits over $500 are either to be rejected by the recipient or recorded in Microba’s gift and entertainment register that is maintained by the CFO. The Board will be informed of any material breaches as appropriate. The Anti-Bribery and Corruption Policy is available on Microba’s website. Principle 4 – Safeguard the integrity of corporate reports A listed entity should have appropriate processes to verify the integrity of its corporate reports. Recommendation 4.1 The board of a listed entity should: Yes The Board has established an Audit and Risk Committee. This committee is responsible for, amongst other things, appointing Microba’s external auditors and overseeing the integrity of Microba’s financial reporting systems and financial statements. Page 9 of 14 ASX RECOMMENDATIONS STATUS COMPLIANCE BY MICROBA • 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 • 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 members of the Audit and Risk Committee are: • Chair: Professor Ian Frazer; • Member: Pasquale Rombola; and • Member: Stéphane Chatonsky, all of whom are independent Non-executive Directors. The Chair is an independent Director who is not the Chair of the Board. Mr Richard Bund was a member of the Committee until his resignation on 19 November 2025, and Mr Stéphane Chatonsky was appointed to the Committee on 20 November 2025 on his appointment to the Board. Microba has also adopted an Audit and Risk Committee Charter which governs the responsibilities and powers of the Audit and Risk Committee which is available on Microba’s website. Microba has disclosed, in the Company’s Annual Report, the Committee members’ qualifications and experience, together with the number of times the Audit and Risk Committee has met during the reporting period and the attendance at those meetings. 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 Yes The Board has implemented a process to receive written certifications from its Chief Executive Officer and Chief Financial Officer in connection with the financial statements of the Company lodged during the reporting period. The certifications state that the declarations that have been provided under section 295A of the Corporations Act as to the integrity of the financial statements are founded on a system of risk management and internal control and that the system is operating in all material respects in relation to financial reporting risks. The Board will seek these assurances prior to approving the financial statements for all half year, full year and quarterly results that follow. Page 10 of 14 ASX RECOMMENDATIONS STATUS COMPLIANCE BY MICROBA opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. 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 In addition to reviewing regulatory filings and decisions as they relate to Microba's financial statements, the Audit and Risk Committee will review any reports that are to be released to the market that are not audited or reviewed by an external auditor, including quarterly reports. Principle 5 – Make timely and balanced disclosure 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. 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 Consistent with the Board’s commitment to improving its disclosure policy, the Board has adopted a Disclosure and Communication Policy, which sets out Microba’s commitment to the objective of promoting investor confidence and the rights of Shareholders by: • complying with the continuous disclosure obligations imposed by law; • ensuring that company announcements are presented in a factual, clear and balanced way; • ensuring that all Shareholders have equal and timely access to material information concerning Microba; and • communicating effectively with Shareholders and making it easy for them to participate in general meetings. The Disclosure and Communication Policy is available on Microba’s website. 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 Microba has adopted a Disclosure and Communication Policy which specifically requires that all material market announcements be provided to the Board promptly after release to the market. 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 Microba has adopted a Disclosure and Communication Policy which specifically requires that all substantive investor or analyst presentations be released to the market prior to the relevant presentation. Page 11 of 14 ASX RECOMMENDATIONS STATUS COMPLIANCE BY MICROBA Principle 6 – Respect the rights of security holders A listed entity should provide its security holders with appropriate information and facilities to allow them to exercise their rights as security holders effectively Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website. Yes Microba recognises the rights of its Shareholders and other interested stakeholders to have easy access to balanced, understandable and timely information concerning the operations of the Microba Group. Information concerning Microba and its governance practices is available on its website. Additionally, Microba will strive to communicate with Shareholders and other stakeholders in a regular manner as outlined in Principle 5 of this statement. Recommendation 6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors. Yes As mentioned above under Recommendation