Announcement PDF Corporate Governance Statement 2026 2 1. Introduction 1.1. Who we are AI-Media Technologies Limited (the Company or AI-Media) is a global leader in AI- powered language solutions and broadcast infrastructure. From our origins in Australia, AI-Media has grown into a global business with 290+ employees, five offices across three continents, and supporting customers in more than 36 countries. At the heart of our solution is the LEXI suite which delivers a range of SaaS solutions: including LEXI, LEXI Translate, LEXI Voice and LEXI Insights – enabling real-time captioning, translation, multilingual workflows, and metadata-driven insights, enhanced by advanced AI for greater accuracy, performance and operational efficiency Underpinning these solutions, AI-Media’s broadcast-grade encoder technology ensures seamless integration into live production environments across IP, SDI, and streaming workflows. Trusted worldwide, AI-Media empowers broadcasters, enterprises, and governments to scale communication, enhance accessibility, and unlock new markets and value from content through intelligent language technologies. 1.2. Our mission and values Our mission is to make content universally accessible and understandable by harnessing the power of AI to remove barriers to communication. We are guided by core values that underpin how we operate and how we deliver for customers and stakeholders: Truth We are honest and transparent in everything we do. We communicate openly, share information responsibly, and speak up even when it is difficult. We value facts over assumptions and integrity over convenience, building trust with our colleagues, clients, and partners. Precision We work with care and discipline. We set high standards for quality and accuracy, think critically, and thoroughly follow through. Precision means doing things right and continuously improving how we deliver reliable, high-quality outcomes. Accountability We take ownership of our actions and results. We do what we say we will do, learn from mistakes, and hold ourselves and each other to clear expectations. We believe accountability drives consistent performance. 1.3. Overview This Corporate Governance Statement outlines the governance framework and key governance practices of the Company and its subsidiaries for the financial year ending 30 June 2026 (reporting period). During the reporting period, the Company’s governance practices were consistent with the 4th edition of the ASX Corporate Governance Council’s Corporate 3 Governance Principles and Recommendations (the ASX Principles and Recommendations), except where expressly stated otherwise. This statement, together with ASX Appendix 4G is current at 26 August 2026 and has been approved by the Company’s board of directors (the Board). All charters and policies referred to in this Corporate Governance Statement are available on the Company’s website at https://www.ai- media.tv/company/corporate-governance/ 2. Roles and responsibilities 2.1. Role and responsibilities of the Board The Board is ultimately responsible for ensuring the creation and protection of shareholder value. The Board also has responsibility for providing sound leadership, strategic guidance, and effective oversight of management’s performance. The Company’s Board Charter identifies the responsibilities and functions which are reserved to the Board or its Committees. Matters which are specifically reserved for the Board or its Committees include: Ø Approving the Company’s purpose and values Ø providing leadership and instilling and reinforcing a culture across the Company of acting lawfully, ethically and responsibly; Ø providing overall strategic direction of the Company; Ø reviewing the Company’s strategic environment, identifying key risks and opportunities and assessing how they are managed; Ø the appointment and removal of the Chair, Chief Executive Officer, Company Secretary, Chief Financial Officer and other senior executives; Ø approval of significant changes to the organisational structure; Ø approval of major capital expenditure, acquisitions and divestitures in excess of authority levels delegated to management; Ø approving the remuneration framework; Ø setting the risk appetite within which the Board expects management to operate; and Ø monitoring the effectiveness of the Company’s governance policies. Further details of the roles and responsibilities of the Chair, the Board and senior management can be found in the Board Charter which is available on the Company’s website. Details of the current directors, their qualifications, skills and experience and their attendance at Board and Committee meetings during the year, are set out in the 2026 Annual Report. 2.2. Role and responsibilities of management Chief Executive Officer The Chief Executive Officer (CEO) is appointed (and, when necessary, replaced) by the Board. The Board has delegated authority to the CEO for the day-to-day operations and administration of the Company in accordance with the strategy, policies and plans approved by the Board. 4 Company Secretary The Board appointed Ms Lisa Jones the Company Secretary on 1 September 2022. Ms Jones’ qualifications and experience are set out in the directors’ report on page 9 of the 2026 Annual Report. The Company Secretary reports directly to the Board through the Chair, and all directors have access to the Company Secretary for all Board and governance related issues. 3. Structure of the Board 3.1. Board composition The Board currently has six directors comprising five non-executive directors and one executive director. The Board is of the view that it possesses an appropriate mix of skills, commitment, experience, expertise and diversity to discharge its duties effectively. The current directors and their respective appointment dates are set out below. Details of each director’s qualifications and experience are set out on pages 6-8 of the Company’s 2026 Annual Report. Non-executive directors Date of appointment John Martin (Chair) 21 October 2010* Cheryl Hayman 14 March 2022 Brent Cubis 1 July 2024 Otto Berkes 1 December 2024 Brad Bender 1 December 2024 Executive director Date of appointment Tony Abrahams 5 October 2006 * Appointed as Chair on 29 February 2024 The composition of the Board is reviewed regularly. 3.2. The Chair The responsibilities of the Chair are set out in the Board Charter. John Martin assumed the role of Chair on 29 February 2024. Mr Martin is an independent non-executive director and is a highly experienced listed company director and business executive. Further information on Mr Martin is set out on page 6 of the Company’s 2026 Annual Report. 3.3. Director independence and tenure The Board considers an independent director to be a non-executive director who is not a member of the Company’s management and who is free from any business or other relationship that could materially interfere with, or reasonably be perceived to materially interfere with, the independent exercise of the person’s judgement. The Board requires all directors, whether independent or not, to bring an independent judgement to bear on all Board decisions. All of the Company’s non-executive directors are independent directors, namely John Martin, Cheryl Hayman, Brent Cubis, Otto Berkes and Brad Bender. The Board 5 has adopted guidelines which are set out in the Board Charter to assist in assessing the independence of directors consistent with the ASX Principles and Recommendations. Tony Abrahams as the Company’s CEO and co-founder is an executive director and therefore not considered to be independent. The Board regularly reviews the independence of each non-executive director by considering information relevant to this assessment (as disclosed by each non- executive director to the Board). The Board does not believe that it should establish an arbitrary limit on tenure. While tenure limits can help to ensure that there are fresh ideas and viewpoints available to the Board, they hold the disadvantage of losing the contribution of directors who have been able to develop, over a period of time, increasing insight into the Company and its operation and, therefore, an increasing contribution to the Board as a whole. Accordingly, tenure is just one of the factors that the Board takes into account when assessing the independence and ongoing contribution of a director in the context of the overall Board process. The longest serving non- executive director of Ai-Media is John Martin who has been a director since 21 October 2010. 3.4. Board Committees The Board has established the following Committees to assist it in discharging its functions: Ø Audit and Risk Committee. Ø Remuneration and Nomination Committee. Ø Product & Technology Committee. All directors of the Company have a standing invitation to attend Committee meetings where there is no conflict of interest. The Committees review matters on behalf of the Board and (subject to the terms of the relevant Committee charter): Ø refer matters to the Board for decision, with a recommendation from the Committee (where the Committee acts in an advisory capacity); or Ø determine matters (where the Committee acts with delegated authority) which it then reports to the Board. A summary of the roles and responsibilities of each Committee are set out below and full details are contained in the respective Committee charters available on the Company’s website. Details of meeting attendance for members of the Audit & Risk Committee and Remuneration & Nominations Committee are set out in the directors’ report on page 10 of the Company’s 2026 Annual Report. Audit and Risk Committee The purpose of the Audit and Risk Committee is to assist the directors in fulfilling statutory, corporate governance and oversight responsibilities by: Ø monitoring and reviewing any matters of significance affecting financial reporting and compliance, including: o the integrity of the Company’s internal financial reporting and external financial statements; o the effectiveness of internal financial controls; 6 o the independence of external auditors and rotation of lead engagement partners; and o the policies on risk oversight and management; Ø making recommendations to the Board in relation to the appointment of external auditors and approving the remuneration and terms of their engagement; and Ø assisting the Board in fulfilling its responsibilities relating to the risk management and compliance practices of the Company. Remuneration and Nomination Committee The primary function of the Remuneration and Nomination Committee is to assist the Board in fulfilling its responsibilities in relation to remuneration and nominations by advising the Board to ensure that: Ø the Company has a remuneration framework and policies that are appropriate, effective and fair, aligned with the Company’s purpose and values and demonstrate a clear relationship between Company performance and executive and staff remuneration; Ø the Board is of an appropriate size and composition and has the appropriate skills to enable it to discharge its responsibilities effectively; Ø the performance of the CEO, senior executives and the board and its committees is reviewed appropriately. The specific responsibilities and matters on which the Committee makes recommendations to the Board in relation to director and senior executive remuneration, performance reviews and other remuneration and nomination matters are outlined in the Committee’s charter. Product & Technology Committee The Company established the Product & Technology Committee (PTC) in 2025 to assist the Board in overseeing the Company’s product development, technology strategy, and innovation initiatives, including budget frameworks, delivery plans, and execution. It provides governance and oversight of the Company’s product investment roadmap, go-to-market strategy, and long-term capital and multi-year investment programs, ensuring alignment with overall business objectives. Committee composition Details of the current memberships and composition of each Committee are set out below. The relevant qualifications and experience of the members of each Committee are set out in the 2026 Annual Report. 7 Committee Members Composition Audit and Risk Committee Ø Brent Cubis (Chair) Ø Cheryl Hayman Ø John Martin Ø Three or more non-executive directors Ø All members must be non-executive directors and a majority must be independent Ø Chaired by an independent director who is not the chair of the Board Ø At least one member must be a qualified accountant or financial professional with appropriate expertise in financial and accounting matters Remuneration and Nomination Committee Ø Cheryl Hayman (Chair) Ø John Martin Ø Brent Cubis Ø Three or more directors Ø A majority of independent non- executive directors Ø Chaired by an independent director who is not the chair of the Board Product & Technology Committee Ø Otto Berkes (Co- Chair) Ø Brad Bender (Co- Chair) Ø John Martin Ø Three or more directors Ø At least 50% of the Committee to be independent directors Ø Chaired by an independent director 4. Board Succession Planning 4.1. Appointment and election of new directors The ultimate responsibility for Board composition and succession rests with the directors, assisted by the Remuneration and Nomination Committee. Directors of the Company are appointed based on the specific skills and experience required by the Company. In appointing non-executive directors, the Board seeks to ensure that: Ø candidates have the appropriate skills, expertise and experience to complement the existing members of the Board Ø ensuring diversity of thinking and skills; and Ø the Company always has at least one director with experience directly relevant to the Company’s operations. The Remuneration and Nomination Committee assists the Board in identifying candidates for appointment as directors and makes recommendations about Board size and composition. Detailed background information about a potential candidate is provided to all directors. External search organisations may be engaged (as appropriate) to assist the Board identify potential director candidates. Appropriate checks are undertaken before appointing a person, or putting forward to shareholders a candidate for initial election, as a director. The Company does not 8 propose to conduct these checks again prior to nominating an existing director for re-election by shareholders at a general meeting on the basis that it is not considered necessary in the Company’s circumstances. When a candidate is put before shareholders at a general meeting for appointment or election, or an incumbent director stands for re-election, all material information in the Company’s possession that is relevant to the shareholders’ decision will be provided. In respect of the current directors, no material adverse information was revealed by checks performed in respect of each director, nor was any matter identified that might influence a director’s ability to act in the best interests of the Company and its shareholders. In accordance with the Company’s Constitution, no director, except any Managing Director, shall hold office without re-election beyond the third annual general meeting at which the director was last elected or re-elected. Directors available for re-election at a general meeting are reviewed by the Remuneration and Nomination Committee after consultation with the Board. 4.2. Agreements with directors and senior executives Non-executive directors are engaged through a letter of appointment, which sets out the director’s roles and responsibilities and the Company’s expectations, including in respect of the requirement to comply with Company policies, the Company’s Code of Conduct and ASX Listing Rules. The letter also addresses non- executive directors’ indemnity and insurance arrangements, ongoing rights to access Company information and confidentiality obligations that apply on an ongoing basis. The Company enters into written agreements with all executives (including executive directors), which sets out their individual roles and responsibilities, as well as their key performance indicators and corporate obligations in respect of adherence to Company policies and the Company’s Code of Conduct. 4.3. Director induction and development The Company has a program for induction of new directors and a continuing development program for directors to ensure directors are equipped with opportunities to develop and maintain the skills and knowledge they need to perform their role effectively. Directors are expected to participate in all induction and orientation programs and any continuing education or training arranged for them. During FY26, directors received briefings on industry developments and updates on the regulatory and technology changes affecting the Company’s business. Directors also travelled to North America to conduct a site visit at the Company’s facility in Farmingdale, New York where they received extensive briefings and training in relation to the Company’s technology products. They also attended briefings on future product development from various executives and management during that visit and throughout the year. 4.4. Board Skills Matrix It has been determined through a process of review that the directors possess an appropriate mix of skills, experience and expertise to enable the Board to discharge its responsibilities. The Board skills matrix set out below identifies the combined skills, expertise and experience currently represented on the Board. To the extent 9 they are not represented on the Board, they are augmented through management and external advisors. The Board, with the assistance of the Remuneration and Nomination Committee, reviews the range of skills, experience and expertise which the Board currently has and is looking to achieve in the future. 10 4.5. Board, Committee and director performance The Board, with the assistance of the Remuneration and Nomination Committee, reviews and evaluates the performance of the Board, its Committees and individual directors on an annual basis. The board performance evaluations are conducted both internally, facilitated by the Company Secretary and, on a periodic basis, with the assistance of an external facilitator. For internal reviews, feedback is collected by the Company Secretary and considered by the Board, with consideration being given as to whether any steps should be taken to improve performance of the Board or its Committees. The Board completed its annual performance evaluation in 2025 via an internal evaluation facilitated by the Company Secretary. The Board conducted an externally facilitated performance review in 2024. 4.6. Performance of senior executives Performance reviews for executive directors and senior management take place at least annually. The Chair of the Board, with the support of the Remuneration & Nomination Committee, reviews and evaluates the CEO’s performance and makes recommendations to the Board on the performance objectives for the CEO for the following year and payment of incentive awards for the previous financial year. The CEO, with oversight from the Remuneration & Nomination Committee, reviews the performances of the other Executive Leadership Team members annually. Each executive’s performance is assessed against applicable performance criteria, and the assessment is discussed with the Nomination & Remuneration Committee, which then recommends to the Board short-term incentive outcomes for the previous financial year and performance objectives for short-term incentives for the following year. The Remuneration & Nomination Committee and Board conduct an annual review of the fixed component of each member of the Executive Leadership Team’s remuneration package including assessing against relevant market remuneration benchmarks. These reviews are conducted in August of each year. 11 5. Diversity and inclusion Ai-Media's commitment to diversity and inclusion has been ingrained in our organisational DNA since our inception two decades ago. We are proud of our history of providing accessibility and inclusion in all aspects of our work, recognising that diverse perspectives enhance the quality and impact of our services. Our Company was founded on the belief that everyone, regardless of their abilities, deserves equal access to information, education, and opportunities. We have consistently strived to create an inclusive environment where employees are valued for their unique backgrounds, skills, and perspectives The Company has adopted a Diversity Policy which sets out the Company’s commitment to diversity and inclusion in the workplace. Ai-Media recognises that a diverse workforce achieved through merit-based decision-making is integral to building and sustaining a culture that fosters equal opportunity. In 2023, the Board adopted 40:40:20 (male:female:any) gender targets for its board, executive and workforce generally. Ai-Media submitted a filing with the Workplace Gender Equality Agency in 2026 that disclosed the Company’s Gender Equality Indicators. The proportion of male and female employees and senior executives within the Company, and members of the Board, as well as their current diversity targets, are set out in the table below. Level % at 30 June 2026 Target: female participation Male Female Non- binary/prefer not to answer Board members 1 83% 17% - 40% Senior executives 2 63% 38% - 40% All direct employees3 44% 51% 5% 40% 1 All directors including the Managing Director & CEO 2 All senior executives and officers who report directly to the CEO 3 Includes full-time, part-time and casual employees (casuals represented as individual numbers rather than FTEs) 6. Ethical and responsible behaviour 6.1. Code of Conduct The Company is committed to a high level of ethical standards in all business practices. It is proud of the quality of its employees and of the professional reputation and market image built by their work. The Company’s Code of Conduct outlines how the Company expects its representatives to behave and conduct business in the workplace. It sets out the principles covering appropriate conduct in a variety of contexts, including how to manage conflicts of interest. All employees (including temporary employees and contractors) and directors must comply with the Code of Conduct. 6.2. Whistleblower Policy Ai-Media is committed to conducting business with honesty and integrity. As part of this commitment, the Company will honour its obligation to protect all eligible whistleblowers from retaliation and has adopted a Whistleblower Policy that 12 provides a safe and confidential environment for current and former Company officers, employees, contractors and suppliers to report any wrongdoing in good faith. The purpose of the Whistleblower Policy is to: Ø encourage people to speak-up if they become aware of potential wrongdoing; Ø ensure individuals who disclose wrongdoing can do so safely, securely and with confidence that they will be protected and supported; Ø ensure disclosures of wrongdoing are dealt with appropriately and on a timely basis; Ø provide transparency around the Company’s framework for receiving, handling and investigating disclosures; Ø explain the protections available to eligible whistleblowers; Ø help deter wrongdoing, in line with the Company’s risk management and governance framework; Ø support the Company’s values, code of conduct and culture of compliance; and Ø support the Company’s long-term sustainability and reputation by creating a healthier and safer work environment; Ø meet the Company’s legal and regulatory obligations including providing relevant information as required under the Corporations Act 2001 (Cth) and Taxation Administration Act 1953 (Cth); and Ø align with the ASX Corporate Governance Principles and Recommendations. The Board is immediately informed of any material incidents under the Whistleblower Policy and receives regular reports regarding any active whistleblower matters. 6.3. Anti-Bribery & Anti-Corruption Policy The Company has adopted an Anti-Bribery & Anti-Corruption Policy which applies to all persons who work at the Company or any subsidiary of the Company, including officers, employees and contractors. Under this policy, use of any form of bribery or corruption, whether directly or indirectly, is strictly prohibited. The policy provides guidelines as to what constitutes bribery and corruption. The Audit and Risk Committee oversees and reviews the Company’s bribery and corruption framework, including the Anti-Bribery & Anti-Corruption Policy and its applicable procedures and any reported non-compliance. The Board is informed of any material incidents under the Anti-Bribery & Anti- Corruption Policy. 6.4. Securities Trading Policy The Company’s Securities Trading Policy is intended to explain the types of conduct in relation to dealings in securities that are prohibited under the Corporations Act 2001 and establish best practice procedure for buying and selling securities that protects the Company, the directors and employees against the misuse of unpublished information that could materially affect the value of securities. 13 The purpose of the Policy is to assist directors, management and employees to avoid conduct known as insider trading and to protect the Company and its reputation in the marketplace. The Board considers that compliance with the policy is essential to ensure that the highest standards of conduct are being met by all directors and employees. In June 2026 the Board revised its Securities Trading Policy and the revised policy was lodged with ASX on 15 June 2026. 7. Integrity in corporate reporting 7.1. Audit and Risk Committee The Audit and Risk Committee assists the Board in fulfilling its responsibilities in respect of financial reporting, risk management, compliance and internal controls. It reviews the financial reporting process, the system of internal control and management of financial risks, and the process and coverage of internal and external audit, together with business risks including strategic operation and regulatory risk and compliance with applicable laws, regulation and Company policies. The detailed responsibilities of the Audit and Risk Committee are set out in the Committee Charter. The membership and composition of the Audit and Risk Committee are set out in section 3.4 of this Corporate Governance Statement. The members of the Committee collectively have the accounting and financial expertise and a sufficient understanding of the industry in which the Company operates to effectively discharge the Committee’s mandate. The Audit and Risk Committee maintains unrestricted access to management, employees and all relevant Company information and regularly meets with the Company’s external auditors. The CEO, Chief Financial Officer, Company Secretary, the external auditor, Grant Thornton Audit Pty Ltd (Grant Thornton), and other members of the executive team as appropriate attend meetings of the Committee by invitation. 7.2. Chief Executive Officer and Chief Financial Officer declarations Before the Board approves the Company's half-year and full-year financial report, the CEO and CFO provide the Board with declarations that, in their opinion, the financial records of the Company 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 Group, and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. 7.3. Role of the external auditor Grant Thornton is the Company’s external auditor. The effectiveness, performance and independence of the external auditor is reviewed annually by the Audit and Risk Committee. Independence declaration Rosie Isbell, lead audit partner of Grant Thornton, has provided the required independence declaration to the Board for the financial year ended 30 June 2026. The independence declaration forms part of the directors’ report and is provided on page 18 of the 2026 Annual Report. 14 Non-audit and assurance-related services The Board has considered the nature of the non-audit and assurance services provided by the external auditor during the year and has determined that the services provided, and the amount paid for those services, are compatible with the general standard of independence for auditors imposed by the Corporations Act. Details of fees paid (or payable) to Grant Thornton Audit Pty Ltd for non-audit and assurance related services provided to the Company during the reporting period are set out in the Directors’ report on page 48 of the 2026 Annual Report. Attendance at annual general meeting The lead audit partner of Grant Thornton Audit Pty Ltd will attend the Company’s annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report. The external auditor will also be allowed a reasonable opportunity to answer written questions submitted by shareholders. 8. Disclosure and investor engagement 8.1. Disclosure and Communication Policy The Company’s Disclosure and Communication Policy establishes procedures to ensure, on the one hand, protection of confidential information and, on the other hand, the timely and balanced disclosure of all material matters concerning the Company. The basic principle underlying the continuous disclosure framework is that timely disclosure must be made of information which may affect security values or influence investment decisions, and information in which shareholders, investors and ASX have a legitimate interest. The Board has appointed the Company Secretary to act as the Disclosure Officer to monitor the Company’s