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ASX Announcement 29 March 2022

Appendix 4G and 2021 Corporate Governance Statement

Dalrymple Bay Infrastructure Limited (ASX:DBI) ("DBI" or "the Company") releases today the attached Appendix 4G and 2021 Corporate Governance Statement in accordance with ASX Listing Rules 4.7.3, 4.7.4 and 4.10.3.

-ENDS-

This announcement was authorised to be given to the ASX by the Board of Dalrymple Bay Infrastructure Limited.

More information

Investors

Media

Craig Sainsbury

Tristan Everett

craig.sainsbury@dbinfrastructure.com.au

tristan.everett@marketeye.com.au

+61 428 550 499

+61 403 789 096

About Dalrymple Bay Infrastructure

Dalrymple Bay Infrastructure (DBI) through its foundation asset, the Dalrymple Bay Terminal (DBT), aims to provide safe and efficient terminal infrastructure and services for producers and consumers of high quality Australian coal exports. DBT, as the world's largest metallurgical coal export facility, serves as a global gateway from the Bowen Basin and is a critical link in the global steelmaking supply chain. By providing operational excellence and options for capacity expansions to meet expected strong export demand, DBI intends to deliver value to security holders through distributions, ongoing investment and capital growth.dbinfrastructure.com.au

Forward Looking Statements

This announcement contains certain forward-looking statements with respect to the financial condition, operations and business of the Company and certain plans and objectives of the management of DBI. Forward-looking statements can be identified by the use of forward-looking terminology, including, without limitation, the terms "believes", "estimates", "anticipates", "expects, "predicts", "intends", "plans", "goals", "targets", "aims", "outlook", "guidance", "forecasts", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Such forward looking statements involve known and unknown risks, uncertainties and other factors which because of their nature may cause the actual results or performance of the Company to be materially different from the results or performance expressed or implied by such forward looking statements. Actual results may materially vary from any forecasts in this announcement. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this announcement. To the maximum extent permitted by law, none of DBI, its directors, employees or agents, nor any other person accepts any liability, including, without limitation, any liability arising out of fault or negligence, for any loss arising from the use of the information contained in this announcement. In particular, no representation or warranty, express or implied is given as to the accuracy, completeness or correctness, likelihood of achievement or reasonableness of any forecasts, prospects or returns contained in this announcement nor is any obligation assumed to update such information. Such forecasts, prospects or returns are by their nature subject to significant uncertainties and contingencies. Before making an investment decision, you should consider, with or without the assistance of a financial adviser, whether an investment is appropriate in light of your particular investment needs, objectives and financial circumstances.

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures

For personal use only

Corporate Governance Council Principles and Recommendations

Name of entity

Dalrymple Bay Infrastructure Limited

ABN/ARBN

Financial year ended:

76 643 302 032

31 December 2021

Our corporate governance statement1 for the period above can be found at:2

☐ ☒

These pages of our annual report:

29 March 2022

This URL on our website:

https://dbinfrastructure.com.au/who-we-are/corporate-governance/

The Corporate Governance Statement is accurate and up to date as at 29 March 2022 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.3

Date:

29 March 2022

Name of authorised officer authorising lodgement:

Liesl Burman, Secretary

1 "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

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Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

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.

and we have disclosed a copy of our board charter at:https://dbinfrastructure.com.au/who-we-are/corporate-governance/ …………………………………………………………………………… ..

  • set out in our Corporate Governance Statement OR

  • we are an externally managed entity and this recommendation is therefore not applicable

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.

  • set out in our Corporate Governance Statement OR

  • we are an externally managed entity and this recommendation is therefore not applicable

1.3

A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

  • set out in our Corporate Governance Statement OR

  • we are an externally managed entity and this recommendation is therefore not applicable

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.

  • set out in our Corporate Governance Statement OR

  • we are an externally managed entity and this recommendation is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with "insert location" underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert "our corporate governance statement". If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg "pages 10-12 of our annual report"). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg "www.entityname.com.au/corporategovernance/charters/").

5 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

personal use only

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5

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:

      • (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.

and we have disclosed a copy of our diversity policy at:https://dbinfrastructure.com.au/who-we-are/corporate-governance/ …………………………………………………………………………… ..

and we have disclosed the information referred to in paragraph (c) at: pages 17-19 of our Corporate Governance Statement. …………………………………………………………………………… ..

and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period.

N/A …………………………………………………………………………… ..

  • set out in our Corporate Governance Statement OR

  • we are an externally managed entity and this recommendation is therefore not applicable

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

personal use only

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5

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.

and we have disclosed the evaluation process referred to in paragraph (a) at:

page 10-11 of our Corporate Governance Statement …………………………………………………………………………… ..

and whether a performance evaluation was undertaken for the reporting period in accordance with that process at:

page 10-11 of our Corporate Governance Statement …………………………………………………………………………… ..

  • set out in our Corporate Governance Statement OR

  • we are an externally managed entity and this recommendation is therefore not applicable

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.

and we have disclosed the evaluation process referred to in paragraph (a) at:

page 13 of our Corporate Governance Statement …………………………………………………………………………… ..

and whether a performance evaluation was undertaken for the reporting period in accordance with that process at:

page 13 of our Corporate Governance Statement …………………………………………………………………………… ..

  • set out in our Corporate Governance Statement OR

  • we are an externally managed entity and this recommendation is therefore not applicable

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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Dalrymple Bay Infrastructure Ltd. published this content on 28 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2022 21:50:33 UTC.