Corporate Governance Statement - Updated

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Adore Beauty Group Limited

ABN 78 636 138 988

ASX ANNOUNCEMENT

10 November 2021

Corporate Governance Statement - Updated

Adore Beauty Group Limited (ASX: ABY) (Adore Beauty or Company) attaches an updated Corporate Governance Statement and notes the following changes:

• As announced on 2 November 2021, the Board will seek to appoint an additional Independent Non-Executive Director in the near future, to support the Board's transition to a majority of Independent Directors.
• James Height has been appointed as an additional member of the Audit and Risk Management Committee - Independent Non-Executive Directors Sandra Birkensleigh (Chair of the Committee) and Marina Go are also members of the Audit and Risk Management Committee. It is currently intended that given Mr Height is an Executive Director, he will only be a member of the Audit and Risk Management Committee until an additional Independent Non-Executive Director is appointed to the Board.
• No changes have been made to the People and Remuneration Committee.

This announcement was authorised by the Board of Directors.

For more information, please contact:

Tennealle O'Shannessy	Stephanie Carroll	Sue Cato
Chief Executive Officer	Chief Financial Officer	Media
[e-mail]	[e-mail]	[e-mail]

Ends

About Adore Beauty

Launched in 2000 as Australia's first beauty focused e-commerce website with a vision to help customers feel more confident and fabulous every day by delivering an empowering and engaging beauty shopping experience personalised to their needs. Adore Beauty has evolved to an integrated content, marketing and e-commerce retail platform that partners with a broad and diverse portfolio of approximately 260 brands and 10,800 products.

Adore Beauty operates in Australia and New Zealand. For further information please visit www.adorebeautygroup.com.au

Adore Beauty Group Limited

ABN 78 636 138 988

Level 1, 421 High Street, NORTHCOTE, VIC, 3070 , AUSTRALIA

e: [e-mail] | w: www.adorebeautygroup.com.au

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Corporate Governance Statement 2021

Adore Beauty Group Limited ACN 636 138 988

For personal use only

Corporate Governance Statement 2021

Overview

Adore Beauty Group Limited (Adore Beauty and/or Company), and its related entities (collectively, Adore Beauty Group) are committed to achieving and demonstrating the highest standards of corporate governance to protect and enhance stakeholder interests.

The Board is responsible for the overall corporate governance of the Company and is accountable to Shareholders in discharging its duties. The Board is committed to maximising performance, generating appropriate levels of Shareholder value and financial return, and sustaining the growth and success of the Company.

In conducting the Company's business with these objectives, the Board seeks to ensure that the Company is properly managed to protect and enhance Shareholder interests, and that the Company and its Directors, officers and personnel operate in an appropriate environment of corporate governance.

Accordingly, the Board has created a framework for managing the Company, including adopting relevant internal controls, risk management processes and corporate governance policies and practices which it believes are appropriate for the Company's business and which are designed to promote the responsible management and conduct of the Company.

This Corporate Governance Statement sets out the key features of Adore Beauty's governance framework and reports against the 4th edition of the ASX Corporate Governance Council's Principles and Recommendations (ASX Principles).

In accordance with the ASX Principles, Adore Beauty's policies and charters referred to in this statement are available on the investor website of Adore Beauty https://www.adorebeautygroup.com.au/investor-centre/.

This Corporate Governance Statement is current as at 10 November 2021 (and updates the Corporate Governance Statement dated 30 September 2021) and has been approved by the Board of Adore Beauty and is located at https://www.adorebeautygroup.com.au/investor-centre/.

ADORE BEAUTY BOARD

	PEOPLE & REMUNERATION	AUDIT & RISK MANAGEMENT
	COMMITTEE	COMMITTEE	ACCOUNTABILITY
DELEGATIONS	CHIEF EXECUTIVE OFFICE R
	& EXECUTIVE MANAGEMENT TEAM

UNDERPINNED BY OUR VALUES

WORKING FOR EACH OTHER

DOING THE RIGHT THING

A POSITIVE APPROACH

ALWAYS GROWING

CORPORATE GOVERNANCE STATEMENT 2021 1

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1. Lay solid foundations for management and oversight

Board's role, responsibilities and delegations

The Board operates in accordance with its Charter and the Company's Constitution. Biographical details of each Director are located on Adore Beauty's website https://www.adorebeautygroup.com.au/investor-centre/ (under "About Us", then "Board of Directors"). The Company's Board Charter was adopted by the Board in October 2020 and provides a framework for the effective operation of the Board, setting out:

• the Board's role and functions and size, composition and independence;
• the relationship and interaction between the Board and Management; and
• the authority delegated by the Board to Management and the Board Committees.

The Board Charter sets out the Board's responsibilities which include but are not limited to:

• demonstrating leadership;
• defining Adore Beauty's purpose and setting its strategies, budgets and business plans;
• approving Adore Beauty's statement of Values and Code of Conduct to underpin a culture of acting lawfully, at the highest ethical standards and responsibly;
• reviewing and monitoring the risk management framework (for both financial and non-financial risks) and setting the risk appetite and ensuring risk is properly managed, whilst taking into account the interests of Adore Beauty's shareholders;
• satisfying itself that Adore Beauty's remuneration policies are aligned with its purpose, values, strategic objectives and risk appetite;
• setting measurable objectives for achieving gender diversity at all levels of the workforce;
• approving major borrowing and debt arrangements, the acquisitions, establishments, disposal or cessation of any significant business of the Company, any significant transaction or capital expenditure and the issue of any shares, options, equity instruments of other securities in Adore Beauty;
• approving and monitoring the corporate, financial and other reporting systems and the Annual Report of Adore Beauty, including the financial statements, Directors' report, remuneration report and corporate governance statement, with advice from the People and Remuneration Committee and the Audit and Risk Management Committee, as appropriate;
• overseeing procedures to ensure Adore Beauty acts legally and responsibly on all matters and complies with governmental regulations and accounting standards, including establishing procedures to ensure timely and balanced disclosure of all material information concerning Adore Beauty that a reasonable person would expect to have a material effect on the price or value of Adore Beauty's securities;
• overseeing management in its implementation of strategic objectives and in instilling the Company's values and monitoring the performance of senior management;
• challenging management and holding them to account, ensuring the necessary frameworks exist for relevant information to be reported to the Board by management;
• reviewing operational procedures to understand and ensure the state of health of Adore Beauty;
• considering the economic, occupational health and safety, environmental and social sustainability risks of Adore Beauty's activities;
• monitoring the effectiveness of the Adore Beauty's governance structure and practices including delegated authorities and monitoring resources available to senior management; and
• developing and maintaining an investor relations program to facilitate two-way communications with investors and maintaining a constructive and ongoing relationship with the Australian Securities Exchange and regulators, and approving policies regarding disclosure and communications with the market and Adore Beauty's shareholders.

With the guidance of the Board's People and Remuneration Committee, the Board's responsibilities include the appointment of a Chair, the appointment and removal of the CEO, CFO and Company Secretary, reviewing and evaluating remuneration plans and employee incentive plans, regularly assessing the performance of Directors and monitoring the mix of skills experience and diversity and independence of the Board and appointing new Directors when appropriate and providing appropriate inductions and training.

2

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With the guidance of the Board's Audit and Risk Management Committee, the Board's responsibilities include overseeing the establishment of Adore Beauty's risk management framework and monitoring its effectiveness, overseeing the integrity of Adore Beauty's accounting and reporting systems, including the external audit and the processes for verifying the integrity of any periodic corporate report released to the market, overseeing the financial controls and reviewing and approving financial statements and reporting.

Delegations to committees and management

The Board Charter delegates the responsibility for day-to-day management of Adore Beauty's operations (including operating within the Values, Code of Conduct, budget and risk appetite set by the Board) to the CEO.

The CEO is responsible for providing effective leadership, implementation of Adore Beauty's strategic objectives and instilling and reinforcing its values and oversight of the provision by the senior management to the Board of accurate, timely and clear information on Adore Beauty's operations.

The Board has procedures in place to regularly assess the performance of the CEO and senior management, as appropriate.

The Board has established two committees to assist it in discharging its functions:

• the Audit and Risk Management Committee (ARC); and
• the People and Remuneration Committee (PRC).

Each Committee has its own charter describing its role and responsibilities, composition, structure and membership requirements and are available on Adore Beauty's website (https://www.adorebeautygroup.com.au/investor-centre/).

Board meetings and attendance

The Board meets as the Board deems appropriate but as often as necessary to fulfill its role. Directors are required to allocate sufficient time to Adore Beauty to perform their responsibilities effectively, including adequate time to prepare for Board meetings. During FY2021, the Board met 13 times.

The Chair is responsible for leading each Board meeting, facilitating effective contribution of all Directors and promoting constructive and respectful relations among the Directors and between the Board and management, approving board agendas and ensuring there is adequate time to discuss each agenda item including strategic issues and representing the views of the Board to the public.

Details of current Director attendance at Board and Committee Meetings for FY2021 are set out below. Further information can be found on page 23 of the Annual Report.

					Sandra	Marina Go
					Birkensleigh
	Number of				(appointed	(appointed
	meetings	Justin Ryan	Kate Morris	James Height	6 Oct 2020)	6 Oct 2020)
Board	13	13/13	13/13	13/13	12/12	12/12
Audit and Risk	3	3/3	-	-	3/3	3/3
Management Committee
People and Remuneration	3	-	3/3	-	3/3	3/3
Committee

Management reports to the Board at Board meetings on Adore Beauty's operations, including, but not limited to, the financial performance, compliance with material laws and regulations and any conduct materially inconsistent with Adore Beauty's Values or Code of Conduct.