BOARD DISCLOSURE / CONFLICT OF INTEREST POLICYContents
1.

PURPOSE OF THIS POLICY12.

DISCLOSURE OF INTERESTS

13.

PRESENCE DURING DISCUSSION AND VOTING

24.

MATERIAL INFORMATION25.

OUTSIDE COMMITMENTS

26.

COMMUNICATIONS

27.

REVIEW DETAILS38.

APPENDIX – REGULATORY CONTEXT

31. PURPOSE OF THIS POLICY
The policy covers the following with regards to the Board of Allkem Limited (Allkem or the Company):(a)Disclosure of interests;(b)

Presence during discussion and voting;(c)Material information; and(d)Outside commitments.

The Appendix to this policy sets out information about the regulatory context.

2.

DISCLOSURE OF INTERESTSPrinciple

Each Director must promptly disclose to the Board each of the following:(a)

Any material personal interest in a matter that relates to the affairs of the Company; and(b)Any other interest which the Director believes may create a conflict of interest or theperception of a conflict of interest.

There are some exceptions to disclosure – see the Appendix. If a Director is uncertain about whether
an interest should be disclosed, the Director should consult with the Company Secretary.
Procedure
Each new Director must complete a Standing Notice about interests and give it to the CompanySecretary. The Company Secretary must arrange for the Standing Notice to be tabled at the next
meeting of Directors and recorded in the minutes of that meeting.
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If there is a change in interests, the Director must give the Company Secretary information about thechange as soon as practicable. The Company Secretary must arrange for the updated Standing Notice
to be tabled at the next meeting of Directors and recorded in the minutes of that meeting.
The Company Secretary maintains Standing Notices about interests for each Director and must givecopies to each new Director of all current Standing Notices when the Director starts.
If a matter arises at a Board meeting in which a Director has an interest not already disclosed, theDirector must make the disclosure at the meeting. The interest must be recorded in the minutes.

3.

PRESENCE DURING DISCUSSION AND VOTING

A Director who has a material interest in a matter being considered at a Directors’ meeting may not
be present at that meeting while the matter is being considered and may not vote on that matter. TheBoard minutes must record the interested director leaving the meeting before the discussion andreturning after the vote.
However, the Director may be present and vote, if either of the following apply:(a)

The Directors present at the meeting (who are not affected by a material interest at that time)
resolve that the interest should not disqualify the Director from being present or from voting;or(b)The Director would otherwise be entitled to be present and to vote under the Corporations
Act.

Example: The interest arises because the Director is a shareholder of the Company and is held incommon with other shareholders of the Company.
In the case of other interests in a matter being considered at a Directors’ meeting, the Director should
consider whether to be present and to vote in relation to the matter.

4.

MATERIAL INFORMATION

If a Director has a conflict of interest (regardless of whether the Director is present when the matteris being considered) or if the Director is aware of a matter that is material to a decision by the Board,
the Director must bring this to the attention of the Board or Chair before the Board considers thematter.

5.

OUTSIDE COMMITMENTS

A Director must not accept any appointments that conflict with their position as a Director of theCompany or could reasonably be perceived to interfere materially with the exercise of their unfetteredand independent judgment.
Before accepting any directorship or public appointment, the Director must inform the Chair, so thatany possible conflict, regulatory or other implications (including time commitments) can beconsidered.

6.

COMMUNICATIONS

If you have a questions or comments about this policy or need further information, please contact
the Company Secretary.

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REVIEW DETAILSThis policy was last reviewed and updated by Allkem Limited on 31 July 2020.

8.

APPENDIX – REGULATORY CONTEXT
Disclosure

Obligation to disclose
A conflict of interest must be disclosed to the Board. This obligation is on the Director as an individual.
If the interest is a “material personal interest”, a failure to disclose the interest is an offence.1
How to disclose
The Corporations Act sets out the requirements in relation to disclosure of a “material personalinterest”. This procedure can be adopted for other conflicts that do not comprise a “material personalinterest”. Under the Corporations Act, a director may give a specific notice or a standing notice about
an interest.
Specific notice: To give a specific notice, the following applies.2
The notice must give details of both of the following:(a)

The nature and extent of the interest; and(b)The relation of the interest to the affairs of the Company.

The notice must be given at a Directors’ meeting as soon as practicable after the Director becomesaware of their interest in the matter.
The details must be recorded in the minutes of the meeting.
Standing notice: To give a standing notice, the following applies.3
The notice must give details of the nature and extent of the interest.
The notice must be given in either of the following ways:(a)

At a Directors’ meeting (either orally or in writing);(b)

To other Directors individually in writing. The notice is treated as given when it has been given
to every Director. In addition, the notice must be tabled at the next Director’s meeting after it
is given;(c)

The Director must make sure that the nature of the extent of the interest disclosed in thestanding notice is recorded in the minutes of the meeting at which the standing notice is givenor tabled;(d)

The standing notice takes effect as soon as it is given. However, it ceases to have effect in eachof the following cases:

1(i)In relation to a particular interest, if the nature or extent of the interest materially
increases above that disclosed in the notice;(ii)

If a new Director is appointed, until the new Director is given the standing notice.

Corporations Act, section 191.

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Corporations Act, section 191(3).
Corporations Act, section 192.
Are there any exceptions to disclosure?

The Corporations Act sets out exceptions to the requirement to disclose a material personal interest.4
This includes an interest that arises in any of the following ways:(a)Because the Director is a member of the Company and the interest is held in common withother members of the Company;(b)

In relation to the Director’s remuneration as a director of the Company; and(c)The interest is in a contract, or proposed contract, with, or for the benefit of, or on behalf of, a
related body corporate and arises merely because the Director is a director of the related bodycorporate.
Material personal interest - participation and voting

Statutory requirements(a)If a Director has a “material personal interest” in a matter being considered at a Directors’
meeting, the Director must not be present while the matter is being considered or vote on thematter, unless a statutory exception applies.5 A Director commits an offence if the Director
does not comply with this restriction.

(b)

If there are not enough Directors to form a quorum for a Directors’ meeting because a numberof Directors have a material personal interest, one or more of the Directors (including those
who have amaterial personal interest) may call a general meeting of shareholders and thegeneral meeting may pass a resolution to deal with the matter.6

Are there any exceptions?
(a)

If the interest comes within an exception to the disclosure requirement (see Disclosure section
3 of this Appendix), the restriction on being present and voting also does not apply.

(b)

In addition, it is an exception if the Directors who do not have a material personal interest in
the matter pass a resolution that complies with the requirements of the Corporations Act – set
out in Disclosure section 3 of this Appendix.

(c)

If the number of Directors entitled to be present and vote on a matter would be less than aquorum and the matter needs to be dealt with urgently or there is some other compelling
reason for the matter to be dealt with in a Directors’ meeting (rather than a general meeting),
ASIC may provide relief.

4See Corporations Act, section 191(2) for a complete list.

5Corporations Act, section 195.

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Section 195(4) Corporations Act.

Section 196 Corporations Act. ASIC Regulatory Guide 76, Related party transactions, provides
guidance on when ASIC willgrant relief.

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