Redflex : FY2017 Corporate Governance Statement and Appendix 4G

ASX ANNOUNCEMENT 29 August 2017

Redflex Holdings Limited | ABN 96 069 306 216

FY2017 Corporate Governance Statement and ASX Appendix 4G

Attached is the FY2017 Corporate Governance Statement and FY2017 ASX Appendix 4G for Redflex Holdings Limited (ABN 96 069 306 216) (ASX:RDF).

A copy of these documents will also appear on the Redflex website (www.redflex.com) in the Investors section.

About Redflex

The Redflex Group has established itself as a world leader in traffic enforcement products and services, developing leading enforcement camera technology and owning and operating one of the largest networks of digital speed and red-light cameras in the world. Redflex develops and manufactures a wide range of digital photo enforcement solutions including red light camera, speed camera and school bus stop arm camera systems, all utilising the most advanced sensor and image capture technologies.

The Redflex Group runs its own systems engineering operations, system integration technologies and innovation centre for research and development. With our continuous development of new safety products, the Redflex Group has been helping to reduce collisions and to save lives for more than 20 years.

Mark J. Talbot Group Chief Executive Officer Redflex Holdings Limited [e-mail] T [phone]

Craig Durham Group General Counsel & Company Secretary Redflex Holdings Limited [e-mail] [phone]

Redflex Holdings Limited was listed on the Australian Securities Exchange in January 1997. For further information:

Redflex Holdings Limited

31 Market Street (P.O. Box 720), South Melbourne, Victoria, Australia 3205 t: [phone]

e: [e-mail]

www.redflex.com

REDFLEX HOLDINGS LIMITED ABN 96 069 306 216 CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2017

The Board of Directors of Redflex Holdings Limited ("Redflex", the "Company" or the "Redflex Group") is responsible for the corporate governance framework of the Redflex Group having regard to the ASX Corporate Governance Council's "Corporate Governance Principles and Recommendations, Third Edition" (ASX CGC Recommendations). The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.

The Board of Directors of Redflex has approved this Corporate Governance Statement for the year ended 30 June 2017.

A reference to the Redflex website in this Corporate Governance Statement is to www.redflex.com. On the "Australia" page there is an "Investors" tab and then a "Governance" tab on the Redflex website to navigate to the relevant information contained in or referred to in this statement. The ASX Appendix 4G, given to the ASX at the same time as this statement, complements this statement and provides a key to the Company's corporate governance disclosures.

A copy of the 2017 Annual Report and all ASX announcements of the Company can be found on the Redflex website under the "Investors" tab.

The table below outlines the Company's compliance with the ASX CGC Recommendations:

Recommendation	Complies Yes / No	Reference
Principle 1 - Lay solid foundations for management and oversight
A listed entity should establish and disclose the respective roles and responsibilities of its Board and management and how their performance is monitored and evaluated.
1.1	A listed entity should disclose: the respective roles and responsibilities of its Board and management; and those matters expressly reserved to the Board and those delegated to management.	Yes	Board Charter Matters Reserved for the Board Refer to "Board of Redflex" section below Refer to "Investors" tab of Redflex website
1.2	A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and	Yes	Nominations Committee Charter Refer to "Investors" tab of Redflex website
(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.	Refer to "Nominations Committee" section below Refer to AGM Notice of Meeting Refer to "Investors" tab of Redflex website
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Yes	Refer to "People, Culture and Remuneration" section below
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.	Yes	Board Charter Refer to "Investors" tab of Redflex website
1.5	A listed entity should:	Yes	Equal Employment Opportunity & Diversity Policy

Recommendation	Complies Yes / No	Reference
have a diversity policy which includes requirements for the Board or a relevant committee of the Board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity's progress in achieving them; disclose that policy or a summary of it; and disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the Board or a relevant committee of the Board in accordance with the entity's diversity policy and its progress towards achieving them, and either: the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation (including how the entity has defined "senior executive" for these purposes); or 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.	Refer to "Investors" tab of Redflex website 2017 Redflex Report to the Workplace Gender Equality Agency in the "Investors / Other Important Documents" tab of Redflex website Refer to "Equal Employment Opportunity and Diversity at Redflex" section below
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	Yes	Refer to "Board and Senior Executive Performance" section below
(b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	Refer to "Board and Senior Executive Performance Evaluation" section below
1.7	A listed entity should: have and disclose a process for periodically evaluating the performance of its senior executives; and disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	Yes	Refer to "Board and Senior Executive Performance Evaluation" section below
Principle 2 - Structure the Board to add value
A listed entity should have a Board of an appropriate size, composition, skills and commitment to enable it to discharge its duties effectively.
2.1	The Board of a listed entity should: have a nomination committee which: has at least three members, a majority of whom are independent directors; and is chaired by an independent director, and disclose: the charter of the committee; the members of the committee; and as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; OR if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues and to ensure that the Board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	Yes	Nominations Committee Charter Refer to "Investors" tab of Redflex website Refer to "Nominations Committee" section below

Recommendation	Complies Yes / No	Reference
2.2	A listed entity should have and disclose a Board skills matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership.	Yes	Refer to "Structure of the Board" section below Refer to "Investors" tab of Redflex website
2.3	A listed entity should disclose: the names of the directors considered by the Board to be independent directors; if a director has an interest, position, association or relationship of the type described in Box 2.3 but the Board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the Board is of that opinion; and the length of service of each director.	Yes	Refer to "Structure of Board" section below
2.4	A majority of the Board of a listed entity should be independent directors.	Yes	Refer to "Structure of the Board" section below
2.5	The chair of the Board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	No	Refer to "Structure of the Board" section below
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	Yes	Refer to "Director Induction and Continuing Professional Development" section below
Principle 3 - Act ethically and responsibly
A listed entity should act ethically and responsibly.
3.1	A listed entity should: have a code of conduct for its directors, senior executives and employees; and disclose that code or a summary of it.	Yes	Directors' and Officers' Code of Conduct and Protocols Refer to "Investors" tab of Redflex website
Principle 4 - Safeguard integrity in financial reporting
A listed entity should have formal and rigorous processes that independently verify and safeguard the integrity of its corporate reporting.
4.1	The Board of a listed entity should: have an audit committee which: has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and is chaired by an independent director, who is not the chair of the Board, the charter of the committee; the relevant qualifications and experience of the members of the committee; and in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; OR if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for and disclose:	Yes	Audit Committee Charter Refer to "Investors" tab of Redflex website Refer to "Audit Committee" section below Refer to Directors' Report in the 2017 Annual Report