Announcement PDF www.felix.net Unit 1F, 24 Macquarie St, Teneriffe QLD 4005 Felix Group Holdings Ltd (ACN: 159 858 509) 2025 Corporate Governance Statement The Board of Felix Group Holdings Ltd (“Felix” or “the Company”) is responsible for the governance of the Group and its controlled entities (collectively, “the Group”). The Board has adopted a suite of charters and key corporate governance documents which define the policies and procedures followed by the Group. These documents can be found in the Corporate Governance section of the Group’s website. The policies and procedures were adopted in November 2020 and were effective from the date the Company listed on the ASX, 12 January 2021. The corporate governance policies and practices are reviewed periodically and developed to meet the needs of Felix. In the period minor amendments were made to some policies and procedures as well as more comprehensive changes to the Board and Subcommittee Charters. The Group’s Corporate Governance Statement references the ASX Corporate Governance Council Corporate Governance Principles and Recommendations (4th Edition) (the “ASX CGPR”). The ASX CGPR are outlined on the following pages with the corresponding section of this Corporate Governance Statement addressing the Group’s practices. This statement provides an outline of the main corporate governance policies and practices the Group had in place during the 2025 financial year and how the Group’s frameworks aligns with the ASX CGPR (unless otherwise noted). This statement has been approved by the Board of Directors of the Group and the information contained herein is correct as of 25 August 2025. Website Links: Company Information www.felix.net/about Investors www.investorhub.felix.net Corporate Governance https://investorhub.felix.net/corporate-governance Recommendations Compliance with Recommendations Principle 1 – Lay solid foundations for management and oversight 1.1 Roles and responsibilities The Board adopted and approved a Board Charter on 18 of Board and management November 2020. The Charter was reviewed and updated in the prior period on 20 June 2024. A copy of the Charter is available at https://investorhub.felix.net/corporategovernance. The Board is committed to acting in the best interests of the Company, and has established the functions and responsibilities for the Board and those delegated to management in the Charter. 1.2 Appointment and election of Directors re- The Nomination and Remuneration Committee is responsible for recommending candidates for appointment to the Board. This includes background checks on nominated candidates to ensure they have the required competence, experience and skill levels required by the business and that candidates are legally eligible to act as Directors. Full background checks, including criminal record and bankruptcy checks were performed on all Directors. Comprehensive biographical information is provided to shareholders in the notice of meetings to enable them to make an informed decision whether to elect or re-elect a Director. 1.3 Written agreement with All directors and senior executives have a written Directors agreement which formalises the terms of their appointment. Each Director executes a letter of appointment which details the terms of their appointment, and expectation of duties relating to the position. 1.4 Company Secretary The Company Secretary is accountable to the Board, through the Chair, on all matters to do with the proper functioning of the Board. All Directors have access to the Company Secretary. Their biographical details and qualifications are included in the 2025 Annual Report. 1.5 Diversity The Group has a diversity policy under which the Board is responsible for setting of measurable objectives for achieving gender diversity and monitoring the Group’s process. The Nomination and Remuneration Committee is responsible for the implementation and ongoing management of the policy. A copy of the diversity policy is available at https://investorhub.felix.net/corporategovernance. Gender diversity statistics as at 30 June 2025 are outlined in the table below: Number of total employees Percentage of total employees Number of senior executives* Percentage of senior executives Number of total Board members Percentage of total Board members Male 45 Female 7 84% 16% 5 1 83% 17% 4 1 80% 20% *Direct reports to the CEO 1.6 Board evaluation The Group is committed to ensuring equal employment opportunity for all its employees and senior management, based on merit, ability, performance and potential, in a way that contributes to the achievement of its corporate objectives, including diversity. performance A review of Board performance is conducted by the Chairperson and Directors on an ongoing basis and through an annual self‐assessment process. A Board evaluation process was conducted during the financial year. Each director’s performance was evaluated against a set criteria and for any areas of deficiency a mutual action plan was formulated. All Directors have access to continuing education and are provided with the information they need to discharge their responsibilities effectively. The Company Secretary plays an integral role in supporting the Board by monitoring Board policy and procedures and co‐ ordinating meeting documentation. 1.7 Management The Board has a process in place for the evaluation of performance evaluation senior executives, which is implemented through the Nomination and Remuneration Committee. Key performance indicators for each executive are monitored on regular basis. A formal assessment of senior executives was performed during the current financial year. Principle 2 – Structure the Board to be effective and add value 2.1 Nomination Committee A Nomination & Remuneration Committee has been established with its own charter, available at https://investorhub.felix.net/corporate-governance. The charter was reviewed and updated on 20 June 2024. The committee was Chaired by an independent Director and made up of a further independent Director and two non-independent Directors during the period. The qualifications of all members are set out in the FY25 Annual Report (Directors’ Report). 2.2 Board skills matrix The skills, knowledge and experience set out in the table below have been identified as those that are required for the effective management of the Group. Skill No of Directors (5) CEO & Executive 4 Leadership Audit, Finance, Risk 4 Contracting Industry 2 Software/ SaaS 2 Customer/ Marketing 2 M&A 3 International 4 Listed 3 Growth/ Innovation 3 2.3 Board independence and The Group currently has five Directors, of which three are length of service independent Non-executive Directors. The Board is chaired by Michael Bushby, an independent Non-executive Director. 2.4 Board composition Details of the skills and length of service of each Director are set out in the FY2025 Annual Report (Directors’ Report). The Board is currently compliant as it has more independent than non-independent Directors. The non-independent Directors are, founder - Mike Davis due to being current executive of the business, and George Rolleston, a significant shareholder and long-term Director. The decision as to whether a Director is independent is made by the Board. 2.5 Chair independence The Chair, Michael Bushby, is an independent Nonexecutive Director. 2.6 Induction and professional Each new Board member has been afforded the development. opportunity to meet with existing Board members, relevant senior executives and managers. All Board members are expected to maintain the skills required to discharge their respective roles. Where appropriate, specific updates to changes in regulations and standards will be communicated to the Directors as part of formal meetings of the Board or sub-committees. Principle 3 – Instil a culture of acting lawfully, ethically and responsibly 3.1 Values 1. Build a better way 2. Roll the sleeves 3. Be the team 4. Make your mark 5. Drive the standard 6. Bring the joy 3.2 Code of conduct The Group has a Code of Conduct for Directors, senior executives and employees, which set out the fundamental principles of business conduct expected by the Group. The Code of Conduct, as it relates to Directors, is contained within the Charter, available at https://investorhub.felix.net/corporate-governance 3.3 Whistleblower policy The Board has adopted a Whistleblower policy to ensure concerns regarding unacceptable conduct including breaches of the Group’s code of conduct can be raised on a confidential basis, without fear of reprisal, or discriminatory treatment. Under the Group’s policy, any material breaches are to be reported to the Chairman and the Company Secretary of the Board. 3.4 Anti-bribery corruption policy A copy of the Whistleblower Policy is available at https://investorhub.felix.net/corporate-governance and The Board has a zero-tolerance approach to any acts of bribery and corruption and is committed to ensuring Directors and employees are acting professionally, fairly and with integrity in all business dealings. Under the Group’s policy, any material breaches are to be reported to the Chairman and the Company Secretary of the Board. A copy of the Anti-Bribery and Anti-Corruption Policy is available at https://investorhub.felix.net/corporategovernance. Principle 4 – Safeguard the integrity of corporate reports 4.1 Audit committee An Audit & Risk Committee has been established with its own charter, available at https://investorhub.felix.net/corporate-governance. The committee was Chaired by an independent Director and made up of a further independent Director and two non-independent Directors during the period. The qualifications of all members are set out in the FY25 Annual Report (Directors’ Report). 4.2 CEO & CFO declaration of The Board has received the declaration from the CEO and financial statements CFO required under section 295A of the Corporations Act 2001 in respect of the 2025 financial report. 4.3 Integrity of corporate To verify the integrity of periodic corporate reports to the reports market which are not audited or reviewed by an external auditor, all corporate reports are, at a minimum, reviewed prior to release by the CEO, CFO and a Director, usually the Chairman. In addition, the review of all market sensitive releases is a permanent Board meeting agenda item. Principle 5 – Make timely and balanced disclosure 5.1 Disclosure policy The Group has adopted a formal Market Disclosure policy, a copy of which is available to view at https://investorhub.felix.net/corporate-governance. The policy describes the key obligations of the Board and senior management to ensure the Group’s compliance with its disclosure requirements as well as guidelines for the determination of what information and events trigger reporting requirements. The Board has overall responsibility for the establishment, implementation and supervision of the Company’s continuous disclosure process, it has delegated this authority to the Company Secretary. 5.2 Material market Under the Group’s Market Disclosure policy, all members announcements of the Board will receive material market announcements prior to being released. 5.3 Investor presentation Under the Group’s Market Disclosure policy, all substantive disclosures investor analyst presentations will be released on the ASX Market Announcements Platform ahead of such presentations. Principle 6 – Respect the rights of security holders 6.1 Publicly available The Group’s website contains extensive information on the governance information Group, its history and business activities and information relevant to investors are set out in the guidelines. 6.2 Investor programs relations 6.3 Facilitate participation at meetings of security holders 6.4 Resolutions by poll at meetings of security holders 6.5 Electronic communication to and from security holders Investors may access copies of ASX announcements, investor presentations, annual reports and the Shareholder Communication Policy at www.investorhub.felix.net. The Group has implemented an investor relations program and includes the contact details for investor relations on its market releases. To facilitate participating at meetings, all security holders are provided advance notice of meetings which contain information on how investors could participate in the meeting. The Group’s resolutions at previous AGM’s was conducted by poll and plans to have all substantive resolutions at meetings of security holders decided by poll, rather than a show of hands. Security holders are afforded the option of being able to receive communications electronically, which is managed through our security registry. The Group also provides email address to enable investors to contact investor relations contacts. Principle 7 – Recognise and manage risk 7.1 Risk committee An Audit & Risk Committee has been established with its own charter, available at https://investorhub.felix.net/corporate-governance. The committee was Chaired by an independent Director and made up of a further independent Director and two non-independent Directors during the period. The qualifications of all members are set out in the FY25 Annual Report (Directors’ Report). Risks affecting the Group have been regularly monitored and mitigated as part of the ordinary Board review processes. A formal risk management framework will be implemented by the Audit & Risk committee. 7.3 Internal audit The Group, due to its size, does not currently have an internal audit function. It has employed its Chief Financial Officer who has been formally tasked with implementing and improving the current system of controls with regular feedback to the Board. This has been monitored and reviewed throughout the year. 7.4 Environmental and social Material risks associated with the operations of the Group risk management have been identified and a Risk Register is maintained by the Group. The Board does not currently consider the Group to be materially exposed to environmental or social risks. Principle 8 – Remunerate fairly and responsibly 8.1 Remuneration committee A Nomination & Remuneration Committee has been established with its own charter, available at https://investorhub.felix.net/corporate-governance. 7.2 Annual risk review The committee was Chaired by an independent Director and made up of a further independent Director and two non-independent Directors during the period. The qualifications of all members are set out in the FY25 Annual Report (Directors’ Report). 8.2 Disclosure of Executive The Group seeks to attract and retain high performing and Non-Executive Director Directors and Executives with appropriate skills, remuneration policy qualifications and experience to add value to the Group and fulfil the roles and responsibilities required. Additional details of the Group’s remuneration methodologies are displayed in the FY25 Annual Report. Executive remuneration is to reflect performance and accordingly, remuneration is structured with a fixed component and performance-based component. Non-Executive Directors are paid fixed fees for their services in accordance with the Group’s Constitution. The Group provides long term incentives to executives and Directors via its Short and Long Term Management Incentive and Director Option Plan. The Plans are designed to focus on long-term shareholder returns. Under the Plans, participants will be able to exercise their securities subject to vesting conditions being satisfied. Further details regarding remuneration and share retention policies and the remuneration of Executive and NonExecutive Directors, are set out in the 2025 Annual Report and detailed in the Securities Trading Policy available at https://investorhub.felix.net/corporate-governance. 8.3 Policy on hedging equity Details of the Group’s Short and Long Term Management incentive schemes Incentive and Director Option Plan are set out in the Remuneration Report and included in the FY25 Annual Report. The Group’s Plan agreements prohibit transactions which conflict with the Group’s Securities Trading Policy (which prohibits Directors and executives entering into margin lending arrangements or short-term dealings trading in relation to company securities). A copy of the Securities Trading policy is available at https://investorhub.felix.net/corporate-governance.