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TERMS & CONDITIONS FOR RAW WOOL CERTIFICATE TESTING AND REPORT TESTING SERVICES 1. 1.1 1.2 1.3 1.4 Application of these Terms and Definitions These terms apply to each agreement (an "agreement") for the provision of a raw wool Certificate testing service or Report testing service (including a related sampling service and appraisal of wool type) (a "testing service"). The parties to each agreement are Australian Wool Testing Authority Ltd ("AWTA Ltd" or "we") and the Client ("you"). Any order which you place with us or receipt by you of test results after receiving notice of these terms constitutes acceptance of these terms. We must agree in writing to any additional or different term. "Consumer" means: (a) (b) (c) an individual acquiring goods or services wholly or predominantly for personal, domestic or household use or consumption; or a person acquiring goods or services at a price not exceeding $40,000; or a person acquiring goods or services ordinarily acquired for personal, domestic or household use or consumption. 2. 2.1 2.2 2.3 2.4 2.5 Entire Agreement Clause 2.2 and 2.3 shall not apply to a Consumer. Unless agreed in writing, these are the only terms and conditions that apply to each agreement between us for the provision of a testing service. These terms supersede and exclude all prior and other discussions, representations and arrangements relating to the testing service. Where you are not a Consumer, these terms will apply to the exclusion of all other terms and conditions for the provision of a testing service. We may amend these terms at any time by notifying you, including in any one or more of the following ways: (a) (b) (c) printing the amended terms on our weight notes or Test Request forms; referring to the amendments and/or printing the amended terms in a newsletter or Fees List; or posting the amended terms on our internet site (www.awta.com.au). Your continued use of our testing services after such notice will constitute acceptance of the amendment. 3. 3.1 Warranties, Guarantees and Liability This clause does not apply to a Consumer with the exception that clause 3.4 shall apply where the testing services are acquired at a price not exceeding $40,000 and are not of a kind ordinarily acquired for personal, domestic or household use or consumption. We will carry out the testing services with due professional care and skill. Other than the warranties contained in 3.2, to the maximum extent permitted by law, all warranties and guarantees expressed or implied by statute, common law, equity, trade, custom or usage or otherwise in relation to the provision of the testing services, are expressly excluded. Where the exclusion of any of the warranties and guarantees referred to in this sub-clause would be illegal, our liability for breach of such warranty or guarantee is limited in the manner set out in sub-clause 3.4. AWTA Ltd's liability for its breach of sub-clause 3.2 or a non-excludable consumer guarantee implied into these terms by law is limited to any one of the following as determined by us: (a) (b) 3.5 the supplying of the testing service again; or the payment of the cost of having the testing service supplied again. 3.2 3.3 3.4 To the extent permitted by law and not withstanding anything else contained in these terms, where you are not a Consumer, we exclude all liability whatsoever to you arising out of or in any way connected with a testing service AWTA Ltd Page 2 of 5 including without limitation, for any loss of profits, loss of business revenue, failure to realise expected profits or savings, overhead costs, loss of goodwill, loss of reputation, loss of value in any intellectual property, damages or liquidated sums payable pursuant to other agreements, other economic losses or any consequential or indirect losses of any kind howsoever arising and whether caused by breach of statute, breach of contract, negligence or other tort. 4. 4.1 4.2 Certificate Testing Services "Certificate testing service" means that we will certify that the test results are within the precision limits of the relevant IWTO Test Method. We will provide a Certificate testing service where we supervise or conduct the weighing of the bales and the drawing of the samples in accordance with the relevant IWTO Test Method and any directly associated Regulations. We will certify that the test results are within the precision limits of the relevant IWTO Test Method, but no other warranty is expressed or implied. A Certificate will be issued, reporting the results in accordance with the relevant Test Method(s) and any directly associated Regulations. On request, AWTA Ltd will make available sampling, weighing and/or testing details to any person who appears to be a bona fide bearer or transferee of an original Certificate or an official copy. Photocopies and other reproductions are not recognised as Certificates. A Client who requests that wool be sampled and tested must first sign a Declaration for IWTO Certificate Request, whereby it warrants that it will accurately describe the lot/s by stating the relevant IWTO Wool Preparation Category/ies. We can refuse to supervise the sampling of wool or we can invalidate a Certificate unless you provide us with information that satisfies us that the wool is accurately described. We are not liable for any loss you suffer if we refuse to supervise the sampling of wool or if we invalidate a Certificate. Where you supply us with data relating to Mulesing Status ("MS") or Dark and Medullated Fibre Risk ("DMFR") you warrant that the declared information is derived from a National Wool Declaration which has been signed by or on behalf of the wool producer. Where the accuracy of the declared information is disputed we may invalidate or cancel the relevant Certificate unless we are supplied with information that confirms that the declared information is correct. Where we cancel a Certificate we may reissue it as one where the MS or DMFR is described as not declared ("ND"). Subjective Appraisal (a) Where we provide a subjective appraisal of the wool type based on an assessment of the display sample taken in accordance with IWTO Standards as part of the Certificate testing service we will provide it in the form of an AWEX-ID. We will also provide you with the most current TEAM-3 processing predictions. Our Subjective Appraisal Guidelines as published by us from time-to-time apply to each such appraisal. We will guarantee that the AWEX-ID determined is a fair and adequate description of the non-measured wool characteristics as applied by a qualified AWEX-ID Appraiser. This guarantee does not extend to any other aspect of the service including processing quality and/or performance. Any queries as to the accuracy of the AWEX-ID determined by us will be dealt with in accordance with the Subjective Appraisal Guidelines as published by us from time-to-time. Where conciliation is necessary to resolve a dispute between us, it will be conducted by the Australian National Committee of IWTO. Where conciliation is unsuccessful in resolving the dispute, the matter will be referred to the Australian National Committee of IWTO Arbitration Panel and conducted under the arbitration rules specified in the IWTO Blue Book. 4.3 4.4 4.5 4.6 4.7 (b) (c) 5. 5.1 5.2 Report Testing Services "Report testing service" means that we will not certify the test results, but will instead issue a Report. We will carry out a Report testing service if any of the following circumstances apply: (a) (b) (c) We conduct a dark and/or medullated fibre test; We do not draw or supervise the drawing of the sample (in which case we make no warranty, implied or otherwise, as to the source of the sample); We do not perform the sampling and testing in accordance with the relevant IWTO Test Method and any directly associated Regulations, whether because: AWTA Ltd Page 3 of 5 (i) (ii) (d) we use a Test Method determined by ourselves; or we use a Test Method requested by the Client. The Report includes test results issued by a test house other than AWTA Ltd. We cannot attest to the accuracy of the test results or to the test procedures employed, because the test results were not arrived at by sampling and testing procedures under our control or supervision. 5.3 A test Report applies only to the sample tested, is intended to provide you with guidance information only and not for use in commercial transactions. No responsibility can be accepted by AWTA Ltd for any claim which may arise from any person acting on information contained in the Report. You must at all times indemnify us and our officers, employees, contractors and agents against any loss or liability (including reasonable legal costs and expenses) arising from the possession reliance upon and or use of a Report by a third party. Provisions Applicable to Both Certificate Testing Services and Report Testing Services All sample material remaining after testing becomes our property, which we may use in any way. Certificates and Reports are available in hard copy or electronic format under clause 10, at your option. You must not: (a) (b) alter or allow alteration of Certificates or Reports; or reproduce or allow the reproduction of Certificates or Reports except in full. 5.4 6. 6.1 6.2 6.3 We disown all responsibility, to any party, in relation to a Certificate or Report which has been altered. 7. 7.1 Fees We will calculate the fee according to: (a) (b) 7.2 the AWTA Ltd Raw Wool Testing Fees List in force from time to time; or contract fees agreed with the Client for non-standard testing services. You must pay the fees within 30 days of the end of the month in which our invoice is issued, unless we have agreed in writing to some other arrangement. We may charge interest on overdue invoices in the amount fixed from time to time under the Penalty Interest Rate Act (1983) (Vic). All payments must be made in Australian dollars unless otherwise agreed. We will not accept credit card payment of statements. Taxes You must pay any tax, levy or impost imposed on the testing services provided under an agreement, including but not limited to any goods and services tax, in addition to our fees at the same time that you pay our fees. 7.3 8. 9. 9.1 Delay in Meeting Service Levels We offer 3 levels of service for IWTO Greasy Wool Core Test Certificates and IWTO Staple Test Certificates, Normal, Fast and Express, meaning that: (a) (b) (c) Normal: Fast: Express: all Test Certificates available within 5 days. 95% of Test Certificates available within 3 days with the residue within a further 24 hours; and 95% of Test Certificates available the following morning with the residue within 24 hours. 9.2 9.3 While we will make all reasonable endeavours to meet the service level selected by you, we cannot guarantee that we will do so. We are not liable for any loss or claim whatsoever arising from delay in meeting a service level. Even where a service level does not apply, we make all reasonable endeavours to complete testing services within a reasonable time from the receipt of the sample in the laboratory. AWTA Ltd Page 4 of 5 10. 10.1 10.2 Electronic Data Interchange This clause applies where you use our Electronic Data Interchange ("EDI") system to access our database of test results and other data. While we make all reasonable endeavours to ensure that our database is accurate, complete and up to date, we cannot guarantee the integrity of the telecommunications line used to transmit the data to your computing system. We are not liable for any loss arising from problems with the line, including your inability to access our system or due to loss or corruption of data. You are responsible for the accuracy of any data that you transmit to us that is matched to test results. All data is provided on the EDI system in accordance with the Wool Industry EDP Communications Handbook. You are responsible for ensuring that your software is compatible with this format, and that it is capable of capturing all data. We are not liable for any loss you suffer because of problems with your software or your computing system, or any other problem outside our control. Copyright and Use of Test Results We retain copyright in all test results and other written material (the "material") produced under an agreement, and subject to the confidentiality obligation set out in clause 11.2, may use it for any purpose. We will keep the material confidential, except where: (a) (b) (c) it is already in the public domain; we are required to disclose it by law; or we provide all or part of the material to a person presenting a Certificate or an official copy of a Certificate, in accordance with clause 4.4. 10.3 11. 11.1 11.2 12. 12.1 12.2 Client's Responsibility for Sampling Employees' Health and Safety You must take all reasonable care for the health and safety of our sampling employees when they are working on premises which you own or control. You must at all times indemnify us and our officers, employees, contractors and agents against any loss (including reasonable legal costs and expenses) or liability arising from injury to any of our employees because of negligence by you or your officers, employees, contractors or agents. Governing Law Each agreement is governed solely by the law of the state of Victoria, Australia. 13. 14. 14.1 Dispute Resolution The parties must attempt to resolve any dispute as quickly as possible. However, if such dispute is not resolved within 20 business days of notification by one of the parties to the other of the particulars of the dispute, before issuing proceedings at court, either one of the parties may refer the dispute to mediation, administered by the Australian Commercial Disputes Centre in accordance with its guidelines for commercial mediation. Each of us must bear our own costs of the mediation. Should the matter be referred to mediation under clause 14.1, neither one of the parties may commence court proceedings concerning a matter in dispute unless the matter has not been resolved within 90 days of the referral. Severance If any provision of these terms is held to be invalid or unenforceable, such provision will be struck out and the remaining provisions will remain in force. 14.2 15. 16. Indemnity You must at all times indemnify us and our officers, employees, contractors and agents ("those indemnified") against any loss or liability (including reasonable legal costs and expenses) arising from any proceedings or debt recovery actions against those indemnified where such loss or liability was caused by: (a) (b) a breach by you of an agreement; or incurred by those indemnified in enforcing any rights under an agreement with you. AWTA Ltd Page 5 of 5 17. Termination Without limiting the generality of any other clause in these terms, we may cease to fulfil work in progress or refuse to commence new work for you if you are in breach of any term of an agreement. 18. 18.1 Force Majeure A testing service may be totally or partially suspended by AWTA during any period in which AWTA may be prevented or hindered from testing, delivery or supply through any circumstances outside our reasonable control or where such testing, delivery or supply is rendered materially more expensive by such circumstances. Circumstances beyond the reasonable control of AWTA shall include without limitation, strikes, and other industrial action affecting AWTA, inability to obtain any necessary materials or inputs, equipment, facilities or services on usual terms, power or water shortage, accidents or breakdowns of plant, machinery, software, hardware or communication facilities. AWTA shall not incur any liability to you in respect of such suspension. Sub-Contracting to External Laboratories We may, after notifying you, sub-contract all or part of any testing service to an external laboratory. These terms (except this clause) apply to testing services sub-contracted as if we had performed all of the testing services ourselves. 18.2 18.3 19. 20. Waiver Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. 

CORPORATE GOVERNANCE CHARTER & GUIDE FOR DIRECTORS & OFFICERS - 1 AWTA LTD CORPORATE GOVERNANCE CHARTER & GUIDE FOR DIRECTORS & OFFICERS J:\EXEC\BOARD\CORPORATE GOVERNANCE CHARTER\CORP GOV CHARTER_2013.DOC CORPORATE GOVERNANCE CHARTER & GUIDE FOR DIRECTORS & OFFICERS - 2 CONTENTS 1. 2. 3. 4. BACKGROUND BOARD STRUCTURE THE ROLE OF THE BOARD THE ROLE OF INDIVIDUAL DIRECTORS 4.1 4.2 Conflict of Interest Access 6 6 4 4 4 5 5. 6. 7. 8. 9. THE ROLE OF THE CHAIRMAN THE ROLE OF THE COMPANY SECRETARY THE ROLE OF THE MANAGING DIRECTOR BOARD MEETINGS THE BOARD MEETING AGENDA 9.1 9.2 9.3 9.4 9.5 9.6 Agenda Agenda Preparation Matters arising from the Minutes Managing Director's Report Report on the Seal Register Board Working Parties 9 9 9 9 10 10 7 7 7 8 9 10. BOARD PAPERS 11. BOARD MINUTES 12. ANNUAL BOARD CALENDAR 13. COMMITTEES 13.1 Audit & Finance Committee 13.2 Environment & Safety Committee 13.3 Remuneration & Appointments Committee 12 12 13 10 11 11 12 14. DELEGATION OF AUTHORITY 14.1 Decisions 14.2 Advice 13 14 13 15. MONITORING J:\EXEC\BOARD\CORPORATE GOVERNANCE CHARTER\CORP GOV CHARTER_2013.DOC 14 CORPORATE GOVERNANCE CHARTER & GUIDE FOR DIRECTORS & OFFICERS - 3 16. STRATEGY FORMULATION 17. SERVICE / ADVICE / CONTACTS 18. MANAGING DIRECTOR EVALUATION 19. DIRECTOR PROTECTION 19.1 Information Seeking Protocol 19.2 Access to Information and Insurance 19.3 Deeds of Access, Insurance and Indemnity 15 15 15 14 14 15 15 20. DIRECTOR REMUNERATION 20.1 Non-executive Directors 20.2 Managing Director and Senior Executives 16 16 15 21. DIRECTOR INDUCTION 16 J:\EXEC\BOARD\CORPORATE GOVERNANCE CHARTER\CORP GOV CHARTER_2013.DOC CORPORATE GOVERNANCE CHARTER & GUIDE FOR DIRECTORS & OFFICERS - 4 1. BACKGROUND AWTA Ltd is a Company Limited by Guarantee. The following organisations or their nominees are the Member Guarantors constituting the Company: Australian Council of Wool Exporters Inc: Australian Wool Processors Council Inc: Wool Scourers & Carbonisers of Australia Group; and Wool Textile Manufacturers of Australia Group; Australian Wool Innovation Ltd; Private Treaty Wool Merchants of Australia Inc; The National Council of Wool Selling Brokers of Australia Inc; and WoolProducers Australia Ltd. 2. BOARD STRUCTURE As described in the Company's Articles of Association, each Member Guarantor is entitled to appoint a Director to the Board. The Member Guarantors may also appoint two Independent Directors. Further, subject to approval by the Member Guarantors, the Board may appoint a Director having special scientific and/or technological qualifications. The Chief Executive Officer is also a Director (the Managing Director). Consequently, the Board will comprise not more than eleven Directors (including the Chairman) with two of these Directors being "Independent". An Independent Director is one who is not a nominee of a Member Guarantor nor an adviser to AWTA Ltd for fees or some other Benefit. The Board elects the Chairman from one of the two Independent Directors. The normal term of a Director is for a period of three years on terms and conditions as contained in their letter of appointment, and a Director may be re-appointed. 3. THE ROLE OF THE BOARD The Board of AWTA Ltd is responsible for all matters pertaining to the running of the Company. The Board will be responsible for and have the authority to determine the policy, practices, management and operation of AWTA Ltd and shall do all such things as may be necessary to be done from time to time in order to carry out the objectives of the Company. Without limiting this general role, the principal functions and responsibilities of the Board include: Setting the short, medium and long-term goals of the Company. Providing directions in the context of the strategic needs of the Company. Determining the major policies governing the operations of AWTA Ltd. Appointing and approving the terms and conditions of the appointment of the Managing Director. Endorsing the terms and conditions of the Chief Financial Officer and General Manager Raw Wool. J:\EXEC\BOARD\CORPORATE GOVERNANCE CHARTER\CORP GOV CHARTER_2013.DOC CORPORATE GOVERNANCE CHARTER & GUIDE FOR DIRECTORS & OFFICERS - 5 Reviewing and providing feedback on the performance of the Managing Director and his senior executives. Establishing and determining the powers and functions of all Committees of the Board. Approving major operating and business plans. Approving the annual operating and capital budgets and fees for service. Approving capital expenditure authorisation limits and actual expenditure for individual items consistent with those limits. Reviewing annual progress and performance in meeting the objectives of the Company including, reporting on the outcome of such reviews. The Board conducts its activities through the Managing Director and delegates to him specific powers and responsibilities. Delegations to the Managing Director are contained in the Section 7. 4. THE ROLE OF INDIVIDUAL DIRECTORS AWTA Ltd Directors, in common with all Company Directors, have full responsibility for the overall successful operations of the Company. Of particular relevance to AWTA Ltd is that a Director appointed by a Member Guarantor of a Company Limited by Guarantee is a nominee Director, his or her primary responsibility is to the Company and as such, he or she is obliged to act in the interests of AWTA Ltd. There may be occasions when this duty would conflict with the interests of the nominating Member Guarantor. Specific areas of responsibility include: Financial operations and solvency; All matters as prescribed by law; and The strategic direction of the Company. In accordance with statutory requirements, and in keeping with developments at common law, AWTA Ltd Directors will: Discharge their duties in good faith and honestly in the best interests of AWTA Ltd with the level of skill and care reasonably expected of a Director of a major Company; Owe a fiduciary duty to AWTA Ltd using the powers of office for a proper purpose, in the best interests of the Company as a whole; Act with required care and diligence, demonstrating commercial reasonableness in their decisions; Avoid conflicts of interest; Act for the benefit of AWTA Ltd; Not make improper use of information gained through their position as a Director; Not take improper advantage of the position of Director; Not allow personal interests, or the interest of any associated person, to conflict with the interests of AWTA Ltd; Ensure that the Company's financial affairs are managed in a responsible manner; J:\EXEC\BOARD\CORPORATE GOVERNANCE CHARTER\CORP GOV CHARTER_2013.DOC CORPORATE GOVERNANCE CHARTER & GUIDE FOR DIRECTORS & OFFICERS - 6 Not allow the Company to operate whilst insolvent; Make reasonable enquiries to ensure that AWTA Ltd is operating efficiently, effectively and legally towards achieving its goals; and Undertake diligent analysis of all proposals placed before the Board. Directors decide what Company matters are delegated to either specific Directors or management and what controls are in place to oversee the operation of these delegated powers. Directors have no individual authority to participate in the day to day management of AWTA Ltd, including making any representations or agreements with member companies, suppliers, customers, employees or other parties or organisations, unless such an authority is explicitly delegated by the Board through resolution to the Director, either individually or as a member of a Committee. Directors will keep Board papers, discussions and deliberations confidential. Directors are expected to be forthright in Board meetings and have a duty to question, request information, raise any issue, fully canvas all aspects of any issue confronting AWTA Ltd and cast their vote on any resolution according to their own decision. However, outside the Boardroom, Directors will support the letter and spirit of Board decisions in discussions with industry organisations, suppliers, customers, staff and other parties. A Director should not engage in conduct likely to bring discredit upon AWTA Ltd. A Director shall conduct him/herself in a manner which is consistent with generally accepted procedures for the conduct of meetings at all meetings of the Board. 4.1 Conflict of Interest Directors must disclose to the Board actual or potential conflicts of interest which may exist or might reasonably be thought to exist and which may impact upon or influence the activities of AWTA Ltd. If a Director is unable to remove a conflict of interest as required, the Director must absent him/herself from the room when there is discussion of matters about which the conflict relates. This entry and exit should be minuted. If a vote is required, the Director may not vote. Directors will indicate to the Chairman any potential conflict of interest situation as soon as it arises. The same requirement will exist for related party transactions. Related party transactions include any financial transactions with AWTA Ltd or utilisation of the services of the Company in the ordinary course of business. Related party transaction will be declared in the Annual Report. These requirements will also apply to all senior officers of the Company. The Company Secretary will maintain a register of related party transactions. 4.2 Access As there is the occasional need for Directors to be contacted urgently, Directors should leave with the Company Secretary any contact details either for themselves or for a person who knows the location of the Director, so that Directors can be contacted within 24 hours in cases of important business. J:\EXEC\BOARD\CORPORATE GOVERNANCE CHARTER\CORP GOV CHARTER_2013.DOC CORPORATE GOVERNANCE CHARTER & GUIDE FOR DIRECTORS & OFFICERS - 7 5. THE ROLE OF THE CHAIRMAN The Chairman is appointed by the Board and must be an independent Director of the Company. He may hold office as Chairman for as long as the Board determines. In common with the Chairman of most companies, the Chairman will: Establish the agenda for Board meetings in consultation with the Managing Director. Chair Board meetings (If the Chairman is not present within 10 minutes after the time appointed for the holding of that meeting, the Deputy Chairman will chair the meeting, or in his absence, the Directors present shall choose one of their number to act as Chairman for the duration of that meeting). The Chairman shall not be entitled to vote or participate in the deliberations on any matter in which he has a personal interest. In particular, the Chairman will: Be the major point of contact between the Board and the Managing Director; Be kept fully informed of day-to-day happenings by the Managing Director on all matters which may be of interest to Directors; Regularly review with the Managing Director and such other senior executives as the Managing Director recommends, progress on important initiatives and significant issues facing the Company; Provide mentoring for the Managing Director; and Chair the Managing Director evaluation process. 6. THE ROLE OF THE COMPANY SECRETARY The Company Secretary is appointed by the Board for such term and upon such conditions as it thinks fit. The Company Secretary will: Ensure all requirements of Corporations Law are fully met; and Subject to provisions for shorter notice of a Board meeting, the Secretary shall notify the Directors in writing at least 14 days in advance of a meeting of the Board. 7. THE ROLE OF THE MANAGING DIRECTOR The Managing Director will be appointed by the Board. The Managing Director is responsible for the on-going management of the organisation in accordance with the strategy, policies and programs approved by the Board to achieve the agreed goals. The Managing Director's responsibilities will include: Developing, with the Board, a consensus for AWTA Ltd's vision and direction; Constructing, with AWTA Ltd's management team, programs to implement this vision; Endorsing the terms and conditions of appointment of senior executives and other staff members; J:\EXEC\BOARD\CORPORATE GOVERNANCE CHARTER\CORP GOV CHARTER_2013.DOC CORPORATE GOVERNANCE CHARTER & GUIDE FOR DIRECTORS & OFFICERS - 8 Provide strong leadership to, and effective management of AWTA Ltd in order to: Encourage co-operation and teamwork; and Build and maintain staff morale at the highest level, and build and maintain a strong sense of staff identity with, and a sense of allegiance to, the Company. Signing agreements with third parties under Board delegations; Ensuring a safe workplace for personnel; Carrying out the day-to-day management of the Company; Forming Committees from time to time to assist in the orderly conduct and operation of the Company; and Keeping the Board informed, at an appropriate level, of all the activities of the Company. The Managing Director is formally delegated by the Board to: (a) Authorise all expenditures as approved in the budget, subject to compliance with the documented Capital Expenditure Authorisation limits. Approve the appointment of all Management positions, except the Managers who report to the Managing Director, which must be approved by the Remuneration and Appointments Committee on the recommendation of the Managing Director. Sign all contracts as formally approved by the Board. (b) (c) 8. BOARD MEETINGS Unless otherwise constituted, the Board will meet 6 times a year: Four meetings will be held at the Company's Head Office in Melbourne; One meeting will be held in Werribee, Victoria; One meeting to be held in either the Bibra Lake W.A. or Napier New Zealand offices, as determined by the Chairman. The Board will normally meet on a Monday or Friday; Alternatively, a Board meeting can be convened when: The Board or Chairman determine; and/or Two Directors call a meeting. Most meetings will occur at AWTA Ltd Head Office and will normally run from 9:30 am until 12:30 pm; Attendees will comprise all Directors, the Company Secretary and the Chief Financial Officer as well as selected senior executives scheduled to give presentations, or needing decisions to be taken by the Board. J:\EXEC\BOARD\CORPORATE GOVERNANCE CHARTER\CORP GOV CHARTER_2013.DOC CORPORATE GOVERNANCE CHARTER & GUIDE FOR DIRECTORS & OFFICERS - 9 9. THE BOARD MEETING AGENDA 9.1 Agenda An agenda will be prepared for each Board and Committee meeting. agenda will generally follow the format outlined below: Declarations of Interests; Minutes of Previous Meetings; Confidential Minutes of Previous Meetings; Matters Arising from Minutes; Managing Director's Operations Report; Financial Reports; Applications of Common Seal; Minutes of Board Committees; Board Submissions; General Business; and Future Meetings. The Board meeting 9.2 Agenda Preparation The Managing Director, in consultation with the Chairman, shall prepare the agenda. 9.3 Matters arising from the Minutes This item will normally cover any item from the previous Minutes about which any Director may require further information or a progress report and which will not be raised in the main body of the meeting; In the first instance, the Chairman will flag matters for reporting; At the end of the Chairman's flagged "Items Arising", any other Director may raise any item; Items will either be dealt with as raised, or it will be noted where in the agenda the item is planned to be discussed; and Each item raised and the response will be recorded in the Minutes of the meeting. 9.4 Managing Director's Operations Report The Managing Director's Operations report is a key component of the Board meeting. It is through this report that Directors are kept appraised of AWTA Ltd's operations and activities. It also serves as major documentary evidence of the extent to which Directors asked to be kept informed and were kept informed of AWTA Ltd's activities; The Managing Director's Operations report is provided in a written format and expanded verbally by the Managing Director' at the meeting. The written report is included with the Board papers circulated before the meeting; J:\EXEC\BOARD\CORPORATE GOVERNANCE CHARTER\CORP GOV CHARTER_2013.DOC CORPORATE GOVERNANCE CHARTER & GUIDE FOR DIRECTORS & OFFICERS - 10 The Managing Director's Operations report includes information, on: Key performance indicators; Overall financial performance; Staffing activities; Marketing activities; Operational matters; R&D matters; Committees; Progress on the strategic plan; Due diligence (including risk management and compliance); and Any other significant items. Often the Managing Director will delegate the writing of various sections of the report; If a decision is required on any aspect of the Managing Director's report that is not included elsewhere in the agenda, the report will contain the recommended resolution. 9.5 Report on the Seal Register The Company Secretary will submit a report setting out all uses of the Company seal since the last meeting; This report will be circulated with Board papers; and The report on seal register will be "For Noting". However, any Director can request further information on any use of the seal. 9.6 Board Working Parties Where the Board has established ad-hoc committees or working parties, these will report regularly to the Board on progress; These reports will be written, although it is not expected that they be lengthy, except if a major decision is required; These reports will be collated by the Managing Director; and Where a decision is required, a recommended resolution will be included with the papers. 10. BOARD PAPERS The Managing Director is responsible for the preparation and circulation of Board papers; All Board papers must be circulated to Directors to arrive a minimum of five days before the Board meeting; No papers requiring consideration or decision can be tabled at the Board meeting, except with unanimous resolution of the Board; At a minimum, Board papers must contain: Minutes of the previous meeting; Agenda; J:\EXEC\BOARD\CORPORATE GOVERNANCE CHARTER\CORP GOV CHARTER_2013.DOC CORPORATE GOVERNANCE CHARTER & GUIDE FOR DIRECTORS & OFFICERS - 11 - Major Correspondence; Report of the Seal Register; Business Summary; Key Performance Indicators: Financial; and Non-financial. Any Board submissions, requiring decisions; All decision papers must conclude with the recommended resolution. 11. BOARD MINUTES Minutes will contain a brief review of the discussion plus the official resolution adopted by Directors; All decisions will be recorded by means of a formal resolution; A draft resolution will be the last item of each set of Board papers seeking a decision from the Board; The Chairman will read the precise resolution before the Board and ask for all in favour and those against. The exact wording will be recorded and whether the resolution was carried or defeated, but will not contain the number of votes; Directors who dissent can ask to have their dissention noted in the minutes; Interim Minutes will be prepared by the Company Secretary and circulated to the Chairman and Directors for comments or correction as soon as practicable; Interim Minutes are then re-circulated together with a circulating resolution "that the interim Minutes be approved"; The approved Interim Minutes are entered into the Minute Book; The Interim Minutes are affirmed and signed by the Chairman at the next Board Meeting; The Company Secretary/Managing Director will maintain a complete set of Board papers at AWTA Ltd's Head Office; and Decisions of a policy nature will also be recorded in AWTA Ltd's Policy Manual. This is a joint responsibility of the Company Secretary and Managing Director. 12. ANNUAL BOARD CALENDAR Board meetings are held every second month on dates agreed in advance by the Board. The Company's Annual General Meeting is held in October. The Budget presentation is made at the June meeting. Committee meetings are held as required through the year. The Managing Director will schedule updates from divisional and functional management on a regular basis. J:\EXEC\BOARD\CORPORATE GOVERNANCE CHARTER\CORP GOV CHARTER_2013.DOC CORPORATE GOVERNANCE CHARTER & GUIDE FOR DIRECTORS & OFFICERS - 12 13. COMMITTEES The AWTA Ltd Board will have the following Committees: Audit & Finance Committee; Environment & Safety Committee; and Remuneration & Appointments Committee. When required, a working group, such as an ad-hoc Property Committee, can be established in a region. 13.1 Audit & Finance Committee The Audit & Finance Committee operates under Terms of Reference from the Board. The principle objectives of the Committee are to: Assist the Board in the discharge of its responsibilities relating to all financial matters; Assess and advise the Company's Board on whether the annual financial report represents a true and fair view of the Company's financial position and performance and complies with regulatory requirements; Substantiate the existence, quality and valuation of the Company's assets; Assist the Board by reviewing and assessing investment performance and recommending changes to the Investment Policy; Determine that management has implemented policies and procedures designed to ensure that the Company's risks are identified, assessed and appropriately addressed via risk management controls; Ensure the operation of effective internal control policies and procedures; Oversee the independence and appraise the quality of internal and external audits; and Maintain lines of communication between the Board, management and internal and external audit. There will be a minimum of 3 Committee Members, 2 of whom will constitute a quorum. The Chairman of the Committee will be an Independent Director, other than the Chairman of the Company. All members shall be non-executive Directors. The Chief Financial Officer, Managing Director and AWTA Ltd's Chairman will attend the Committee Meetings where possible. The Committee shall meet with the Company's external auditors as required from time to time. 13.2 Environment & Safety Committee The Environment & Safety Committee comprises 2 Directors, the Managing Director and 1 exofficio AWTA Ltd Management representatives and is responsible: To ensure that environmental management system requirements including policies in relation to the Company's obligations with respect to environment and health and safety issues are established, implemented and maintained; To meet and monitor due diligence standards, to ensure compliance with relevant laws and regulations in relation to environmental and safety matters; J:\EXEC\BOARD\CORPORATE GOVERNANCE CHARTER\CORP GOV CHARTER_2013.DOC CORPORATE GOVERNANCE CHARTER & GUIDE FOR DIRECTORS & OFFICERS - 13 To ensure effective monitoring of the Company's operations and their impact on the environment; To inform the Board of the extent to which environmental and safety audit programmes are in place; To ensure that the Company's environmental policy, objectives and targets are based on knowledge about the environmental impacts associated with its activities, products and services; To recommend an appropriate management reporting and compliance system for adoption by the Company; and To review the environmental management system to ensure its continuing suitability. 13.3 Remuneration & Appointments Committee The Remuneration & Appointments Committee will comprise the two independent Directors and one other non-executive Director. The Managing Director will be present at Committee meetings except when his own remuneration is discussed. The Committee will: Set policies for senior Management and the Managing Director's remuneration; Make specific recommendations to the Board on remuneration of Directors and General Managers; Approve the recommendations of the Managing Director on the remuneration of all nonaward personnel below General Manager level; and Review candidates for vacant senior executive management positions and make specific appointment recommendations to the Board. 14. DELEGATION OF AUTHORITY 14.1 Decisions The following decisions must be referred to the Board for approval: Annual Budgets and Fees (including detailed background papers); The details of any proposed appointment of any manager reporting to the Managing Director, whether budgeted or not. This includes approval to make the appointment and approval of the proposed person to be appointed; Any change to the Capital Expenditure Authorisation limits; Any major change of policy including marketing, human resources, financial, and operations; Any proposed change in strategic direction; and Any property purchase/sale decision. J:\EXEC\BOARD\CORPORATE GOVERNANCE CHARTER\CORP GOV CHARTER_2013.DOC CORPORATE GOVERNANCE CHARTER & GUIDE FOR DIRECTORS & OFFICERS - 14 14.2 Advice The following should be reported to the Board or appropriate Committee for advice/noting: Bad debts in excess of 90 days; Any potential legal action against the Company; and Any non-routine financial claim against the Company. 15. MONITORING In order to monitor AWTA Ltd performance, the Board will note the following key performance indicators: Operating income; Staff numbers; Productivity; Technical performance; Cash return on capital invested; Cash flow; Investment performance; Profit and Loss; Balance Sheet; Operating Contribution by division. 16. STRATEGY FORMULATION The Board is to be involved in and approve the corporate strategy of AWTA Ltd; A corporate strategy document will be updated and approved every 3rd year; The Board will be involved in the development of the strategic plan, which will be undertaken by senior management; and Progress on the implementation of the strategic plan will comprise part of the Managing Director's report, to the Board via the Board Papers as applicable. 17. SERVICE / ADVICE / CONTACTS It is recognised that a key component of directorial duties is providing a sounding-board for the Managing Director. In recognition that the Managing Director - Board relationship is critical to effective corporate governance, Directors of AWTA Ltd should provide frank and honest advice to him. Similarly, all advice should be constructive in nature and provided in a positive manner. J:\EXEC\BOARD\CORPORATE GOVERNANCE CHARTER\CORP GOV CHARTER_2013.DOC CORPORATE GOVERNANCE CHARTER & GUIDE FOR DIRECTORS & OFFICERS - 15 Where appropriate, Directors should recommend possible alternative advisers if they do not feel adequately trained to assist. Directors of AWTA Ltd are expected, where appropriate, to employ business contacts in the furthering of AWTA Ltd's interests. 18. MANAGING DIRECTOR EVALUATION Managing Director's evaluation is undertaken by the Remuneration & Appointments Committee and reported to the Board; and Managing Director's evaluation will utilise both quantitative and qualitative measures. normally be conducted at the time of the June Board meeting. It will 19. DIRECTOR PROTECTION 19.1 Information Seeking Protocol Directors have a right to seek information. Directors will adhere to the following protocol when seeking information: 1. 2. 3. Approach the Managing Director. If this is unsuccessful, discuss the issue with the Chairman. If a resolution is still not forthcoming, write a letter to all Board members and the Managing Director detailing the information required, purpose of the information, and who the Director intends to approach in order to obtain the information. Approach the relevant Company employee. 4. 19.2 Access to Information and Insurance The Company Secretary will personally hold a complete set of Board papers for Directors for a period of at least seven years; Directors are entitled to access these papers on request, even if they have ceased to be Directors. Any such request shall not be unreasonably delayed; The Company will maintain each Director's D&O insurance from the date of their appointment until seven years from the date at which they ceased to be a Director; and All of these issues have been passed in a formal resolution of the Board. 19.3 Deeds of Access, Insurance and Indemnity Directors and Officers will be offered access to the Deed of Access, Insurance and Indemnity in addition to Directors and Officers liability insurance when taking up the position. Both the insurance policy and the Deed will seek to insure directors to the full extent permitted by law, for liabilities and costs incurred while acting as a Director of the Company. 20. DIRECTOR REMUNERATION A fundamental element of the corporate governance system for AWTA Ltd is the process and level of Director remuneration. J:\EXEC\BOARD\CORPORATE GOVERNANCE CHARTER\CORP GOV CHARTER_2013.DOC CORPORATE GOVERNANCE CHARTER & GUIDE FOR DIRECTORS & OFFICERS - 16 20.1 Non-executive Directors The Company's Memorandum of Association provides that, whilst its income cannot be transferred by way of dividend or bonus, it can be used for payment in good faith to any officer or servant of the Company (including Directors) for any services actually rendered to the Company. Non-executive Directors' fees are reviewed annually by the Member Guarantors having regard to performance, relevant comparative remuneration and independent advice. Non-executive Directors may receive a Sitting Fee for Committee participation and reimbursement of travel and accommodation expenses for attendance at Board and other official Company Meetings. 20.2 Managing Director and Senior Executives The Remuneration for the Managing Director, Chief Financial Officer and General Manager Raw Wool, is determined by the Board upon the recommendation of the Remuneration & Appointments Committee. Remuneration is decided following an annual review that considers performance, relevant comparative remuneration and, when required, independent advice. The Committee comprises Non-executive Directors only. 21. DIRECTOR INDUCTION New Directors will undergo a full induction into their role on the Board. Information conveyed to the new Director will include: Details of his/her role and responsibilities with an outline of the qualities required to be a successful Director; Formal policies on Director appointment as well as conduct and contribution expectations; Details of relevant legal requirements, including Corporations Act and Australian Charities and Not For Profits Commission Act requirements; A copy of AWTA Ltd's Corporate Governance Charter; Guidelines on how the Board processes function; Details of past, recent and likely future developments relating to the Board including anticipated regulatory changes and so on; Background information on and contact information for key people in the organisation including an outline of their roles and capabilities; An analysis of the current status of AWTA Ltd including: An industry background briefing, if applicable; A review of the Company's businesses, operations and management; Details of past financial performance; Current financial position; and Any other important operating information. This analysis can be conducted by reference to a Management Monthly Performance Report Folder, a past Board Meeting Folder, and the previous Annual Review. J:\EXEC\BOARD\CORPORATE GOVERNANCE CHARTER\CORP GOV CHARTER_2013.DOC CORPORATE GOVERNANCE CHARTER & GUIDE FOR DIRECTORS & OFFICERS - 17 A synopsis of current strategic directions. Each Director will receive a formal letter of appointment that details: Terms of appointment; Remuneration and review policy; Access to information; Authority to engage outside specialists for advice; Insurance coverage; and Expectations of the Board. J:\EXEC\BOARD\CORPORATE GOVERNANCE CHARTER\CORP GOV CHARTER_2013.DOC 

FEEDTEST SERVICE TERMS & CONDITIONS FOR ANALYSIS OF SAMPLES 1. Application These Terms and Conditions apply to the supply by Australian Wool Testing Authority Ltd ("AWTA Ltd") trading as Agrifood Technology (ABN 43 006 014 106) ("we" or "us") of the FEEDTEST service ("Services") to the Customer ("you") (an "agreement"). 2. Acceptance By submitting the Sample and the Sample Information Sheet to us you will be deemed to have accepted these Terms and Conditions. 3. Offer You acknowledge and agree that: 3.1 3.2 4. Submission of a Sample constitutes an offer to us to analyse the Sample, which we are free to either accept or reject; You have obtained and submitted the Sample in accordance with the instructions contained in the sample kit. "Consumer" means: (a) (b) (c) 5. 5.1 5.2 5.3 5.4 5.5 an individual acquiring goods or services wholly or predominantly for personal, domestic or household use or consumption; or a person acquiring goods or services at a price not exceeding $40,000; or a person acquiring goods or services ordinarily acquired for personal, domestic or household use or consumption. Entire Agreement Clause 5.2 and 5.3 shall not apply to a Consumer. Unless agreed in writing, these are the only terms and conditions that apply to each agreement between us for the provision of Services. These terms supersede and exclude all prior and other discussions, representations and arrangements relating to the Services. Where you are not a Consumer, these terms will apply to the exclusion of all other terms and conditions for the provision of the Services. We may amend these terms at any time by notifying you, including in any one or more of the following ways: (a) (b) (c) printing the amended terms and supplying them with a quotation; referring to the amendments and/or printing the amended terms in a newsletter or Fees List; or posting the amended terms on our internet site (www.awta.com.au). Your continued use of our Services after such notice will constitute acceptance of the amendment. 6. 6.1 Warranties, Guarantees and Liability This clause does not apply to a Consumer with the exception that clause 6.4 shall apply where Services are acquired at a price not exceeding $40,000 and are not of a kind ordinarily acquired for personal, domestic or household use or consumption. We will carry out the Services with due professional care and skill. Other than the warranties contained in 6.2, to the maximum extent permitted by law, all warranties and guarantees expressed or implied by statute, common law, equity, trade, custom or usage or otherwise in relation to the provision of the Services, are expressly excluded. Where the exclusion of any of the warranties and guarantees referred to in this sub-clause would be illegal, our liability for breach of such warranty or guarantee is limited in the manner set out in sub-clause 6.4. AWTA Ltd's liability for its breach of sub-clause 6.2 or a non-excludable consumer guarantee implied into these terms by law is limited to any one of the following as determined by us: 6.2 6.3 6.4 AWTA Ltd Page 2 of 3 (a) (b) 6.5 the supplying of the Services again; or the payment of the cost of having the Services supplied again. To the extent permitted by law and not withstanding anything else contained in these terms, where you are not a Consumer, we exclude all liability whatsoever to you arising out of or in any way connected with the Services including without limitation for any loss of profits, loss of business revenue, failure to realise expected profits or savings, overhead costs, loss of goodwill, loss of reputation, loss of value in any intellectual property, damages or liquidated sums payable pursuant to other agreements, other economic losses or any consequential or indirect losses of any kind howsoever arising and whether caused by breach of statute, breach of contract, negligence or other tort. Prices The prices payable by you for the supply of the Services are those specified on our then current price list, which we may vary at any time by providing you with prior notice. We may invoice you for the Services at any time after completion of analysis and you must pay our invoice within 30 days of the end of the month in which our invoice is issued. If you exceed our payment terms we may refuse to conduct further Services for you and any related party until payment in full is made or alternative payment methods are arranged and agreed between us. Taxes GST, sales, value added or any other applicable government tax or duty will be added to the fee for the Services and will be payable by you at the same time payment of the fee is due. In the case of GST, we will ensure that our invoice to you constitutes a "tax invoice" for the purposes of applicable GST legislation. 7. 7.1 7.2 7.3 8. 9. 9.1 9.2 Testing Material You are responsible for ensuring that all Sample material is properly representative. Results provided by us relate only to the Sample submitted. Due to the many scientific variables involved in conducting the Services, we do not warrant that any test results derived from a Sample will be identical or substantially similar to test results previously derived from a similar Sample, using the same testing service by us or a third party. You acknowledge that the Services may involve an element of subjective judgement. Sample material remaining after performance of the Services become our property to deal with as we choose. Service Time While we make all reasonable endeavours to complete the Services promptly, we are not liable for any loss arising from delay in carrying out the Services or producing a report or analysis containing the results. Where a completion time is not specified by us, we will make reasonable endeavours to complete the Services within a reasonable time from the receipt of the Sample by us. Acknowledgements You acknowledge that you rely on all results provided by us in connection with the Services at your own risk. You acknowledge that we have not made any Statement or other representations not expressly stated in these Terms and Conditions which has induced you to enter into the Services. Indemnity You must at all times indemnify us and our officers, employees, contractors and agents ("those indemnified") against any loss or liability (including reasonable legal costs and expenses) arising from any proceedings or debt recovery actions against those indemnified where such loss or liability was caused by: (a) (b) a breach by you of these Terms and Conditions; or incurred by those indemnified in enforcing any rights under these Terms and Conditions against you. 9.3 10. 10.1 10.2 11. 11.1 12. 13. Claims You will be deemed to have accepted the provision of the Services free of defects or other non conformity with these Contract Terms unless we receive a substantiated written claim as to any defects or other non conformity within 7 days from our completion of the supply of the Services. AWTA Ltd Page 3 of 3 14. 14.1 Force Majeure The Services may be totally or partially suspended by us during any period in which we may be prevented or hindered from testing, delivery or supply through any circumstances outside our reasonable control or where such testing, delivery or supply is rendered materially more expensive by such circumstances. Circumstances beyond our reasonable control shall include without limitation, strikes, and other industrial action affecting AWTA Ltd, inability to obtain any necessary materials or inputs, equipment, facilities or services on usual terms, power or water shortage, accidents or breakdowns of plant, machinery, software, hardware or communication facilities. We shall not incur any liability to you in respect of such suspension. General If part or all of any provision of these conditions or its application to any person or circumstance is illegal or unenforceable, the provision will be interpreted so as to ensure it is not illegal or unenforceable. If any provision or part of it cannot be so interpreted, the provision or part of it will be severed from these conditions and the remaining provisions of these conditions continue in force. Where you comprise two or more persons, an agreement or obligation to be performed or observed by you binds those persons jointly and each of them severally. Sub-contracting We may, after notifying you, sub-contract all or part of the Services to an external laboratory. These Terms and Conditions (except this clause) apply to Services sub-contracted as if we had performed all of the Services ourselves. 14.2 14.3 15. 15.1 15.2 16. 17. 17.1 Use of Information We retain copyright in all material produced in the performance of the Services. We reserve the right to use and disseminate the analytical results and information derived therefrom howsoever we see fit, save that we will ensure that it does not identify you or the relationship between you and the analytical results. Information submitted to us with your sample may be stored and used by us for the purpose of managing our business. This information will only be used in relation to the operation of the FEEDTEST business or as may be required by law. We are committed to protecting information provided in accordance with the principles of the Information Privacy Act 2000. 17.2 18. Governing Law These Terms and Conditions are governed by the laws in force in Victoria and you and us each submit to the nonexclusive jurisdiction of the courts of that State. If any part of these Terms and Conditions are rendered ineffective, void, voidable, illegal or unenforceable, that part shall be severed therefrom and these Terms and Conditions shall be read and construed for all purposes as if that part were not contained therein. 

AWTA Raw Wool Terms & Conditions 2015