The following background relates to Southern Lights Holdings Pty Limited (SLH), who have engaged you as an independent consultant ahead of what they anticipate will be the successful raising of capital, the completion of two major projects, and ultimately, the listing of the company on the Australian Stock Exchange.

BACKGROUND

1. A BRIEF HISTORY During the 1960s, Harbhajan Ashwin, an accomplished engineer, commenced business in partnership with Rory McGuiness, a master builder, and Nazar Al Sharaf, a prominent architect. Initially trading as Lakeside Residential and Commercial (LRC), the business achieved considerable success in designing and building several apartment blocks and suburban shopping precincts throughout the southern suburbs of Melbourne, Victoria. Following continued growth, the partners employed and eventually passed the ownership and management of LRC to their family members. Subsequently, the proprietary company Southern Lights Holdings Pty Limited (SLH) was incorporated in 1995 and has continued to complete construction contracts of increasing size and scope. Shares have remained equally held by members of the Ashwin, McGuiness and Al Sharaf families and related entities.

2. CURRENT EXECUTIVES SLH currently operates with an executive team of 4 as outlined below. Chief Executive Officer Yasin Chau Yasin is the grandson of Nazar Al Sharaf, one of the founders of SLH. Yasin has studied surveying at university and commenced employment in 1997 with SLH as a surveyor and later as a project manager. Yasin was appointed as Chief Operating Officer in 2011 and was ultimately appointed as CEO in 2020. Chief Operating Officer Daisy OToole Daisy is also the grandchild of one of SLHs founders. Daisy has studied business and holds an MBA. Following a successful career as a clothing retailer, Daisy joined SLH in 2014. Daisy initially filled the role of General Manager of residential projects before her appointment as COO in 2018. Chief Financial Officer Melissa Parker Melissa is the great-granddaughter of Harbahjan Ashwin, another of SLHs founders. Melissa, aged 26, completed her CPA exams in 2021 and has fulfilled the role of CFO for just 18 months. Prior to joining SLH, Melissa worked as Page 2 ACCM6000 A02 T2 2023 firm in Melbourne. In addition to her designation as a CPA, Melissa holds a degree in commerce and is also a qualified yoga instructor. Chief People Officer Sarah Di Marchi While not related to the other members of SLHs executive, Sarah has fulfilled the role of CPO since 2017 at the insistence of her father, Enzo Di Marchi, who is the principal shareholder of Kingpin Constructions (Kingpin). Kingpin have been the preferred contractor for several SLH contracts and hold a contract giving them the opportunity to tender for work on all SLH contracts until 2025. Enzo is also actively involved in dealings with several other suppliers and service providers used by SLH. Sarah holds postgraduate qualifications in human resources.

3. BOARD OF DIRECTORS Chair Yasin Chau Refer above for a brief history of Yasins qualifications and experience. Company Secretary Melissa Parker Refer above for a brief history of Melissas qualifications and experience. Director Enzo Di Marchi As noted in Sarahs information above, Enzo has owned and operated Kingpin Constructions with over 30 years in the construction industry. In 2005, Enzo was disqualified from appointment as a company officer, a decision that was overturned in Federal Court upon appeal. Director Jenni Layton Jenni is a close friend of the McGuiness/OToole family with 24 years of experience as a company director (8 of these as a director of SLH). Jennis experience as a director outside of SLH is with her familys company Al Sharaf Holdings, the exclusive supplier of air-conditioning, kitchen, and bathroom fittings for all SLH projects. Director Tara Nguyen Tara was appointed as a director of SLH in 2015 as she had previously owned and operated Fitzroy Developments (Fitzroy), a company that previously tendered for similar projects to those completed by SLH. Taras appointment a taxation consultant with a small general accounting practice in Lorne and later as an Audit Senior with a Big 4 Page 3 ACCM6000 A02 T2 2023 There are currently no plans in place to have fixed or maximum terms for directors as the shareholders prefer business continuity without any outside interference. All the directors are happy with the ongoing appointment of Yasin as both Chair and CEO as he has a strong work ethic and seems to work well with a mostly female Executive & Board.

4. AUDITOR SLH has appointed Marshall Withers, a local firm of Chartered Accountants as its auditor since 2002. The engagement has never been put out to tender as SLH are satisfied that the firm have never caused any dramas in auditing the financial statements.

5. CURRENT AND PROPOSED PROJECTS SLH is currently between projects and has two major ventures planned. The first project features the construction of a 40-storey building in Southbank, the Reflections complex (Reflections). The project will involve the following: Completion of a new 40-storey building including 30 floors of residential apartments, 9 floors of hotel rooms, 2 restaurants, a shared car park and a commercial car wash facility. Sale of 80% of the residential apartments Retention of 20% of the apartments to be made available for lease Disposal of the building management rights Disposal of the rights to provide exclusive utility services including internet and electricity The second project involves the purchase of a partially completed building in Jolimont, the Echoes complex (Echoes). This building has remained in limbo for 2 years following a range of contractual disputes and the insolvency of its owner. The Echoes complex is also subject to concerns relating to the environmental impact of the buildings cladding. Assuming ownership of this project will involve the following: Completion of a new 25-storey building including 15 floors of residential apartments, 8 floors of hotel rooms, a restaurant, and a fitness centre. SLH intends to retain ownership and operation of all commercial facilities and to dispose of all residential followed the acquisition of Fitzroys assets and key personnel by SLH in 2015.

6. OTHER ISSUES There are concerns with the cladding used to date in the Echoes project, which has been associated with a major residential fire in an overseas building. Enzo Di Marchi has assured the board that Kingpin Constructions, have safely used the cladding for several years. None of the current executive or board have experience in building or operating a car wash. It is noted that there are significant water use limitations applicable throughout Victorian urban areas. Completion of these projects is expected to require capital and borrowings of more than $62 million. SLH has a debt covenant with their principal finance provider Bendigo Bank. The covenant specifies that the current ratio must not fall below 0.7:1 and the debt to equity ratio must not exceed 2:1. Although the company is not in danger of breaching these requirements, the SLH executive is aware that meeting the future financial needs under the same covenant terms will be difficult. This has influenced several of the accounting practices noted in earlier information provided. The COO, Daisy OToole attends board meetings, but is not currently serving on the board as she is separated from her husband Keith with divorce proceedings proving to be hostile. As noted previously, Daisy has intentionally structured her remuneration and bonus shares in a manner that makes it difficult for Keith to successfully seek a divorce settlement against her interest in SLH. apartments in the building

CLIENT BRIEFING (ASSESSMENT REQUIREMENTS) Part A (10%) Memorandum You are required to write a Memorandum to SLHs Board summarising your views on corporate governance, sustainability and risk management practices. Your Memorandum should not exceed 1 000 words (excluding references). In your memo, you must address the following three areas: 1. Discuss good corporate governance practices and the importance of good governance for a large private company such as SLH that wants to transition into an ASX-listed entity. These should address the suitability of the current Executive and Board, including SLHs current practices affecting each. 2. Identify any current conflicts of interest or objectivity issues and outline how good corporate governance may address these. 3. Summarise the significance, benefits, and challenges of producing a sustainability report for SLH, especially for a business within the construction industry. Within the responses to the above questions, you should refer to: 1. The background provided on members of the Board and Executive, as well as any other relevant matters outlined. 2. Research journals and recent news releases relating to best practice corporate governance & sustainability practice.

Part B (30%) Presentation You will complete an in-class individual presentation summarising your Memorandum in the week 12 workshop. 3) You are encouraged to be creative with your slide deck. Try to use only a few words on the slide. Remember A picture says a thousand words. Use appropriate pictures/photos that support your talk. You should have at most 10 slides. 4) Your presentation should align with your Memorandum.

1) Identify the sources relevant to the slide deck (e.g., case study facts, journal articles, textbooks, websites, regulatory bodies etc.). At least 2 of these must be academic journal articles, but various sources should be used. You must reference each source as per KBS referencing guidelines. 2) Complete in-class presentations during the week 12 workshop. Each student is required to do a presentation of not more than 5 minutes.