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CORPORATE GOVERNANCE STRUCTURE

The Pryme Board of Directors is responsible for ensuring that Pryme has an appropriate corporate governance structure to ensure the creation, protection and enhancement of shareholder value. This requires that appropriate accountability and control systems are in place.

The Board endorses each of the Australian Securities Exchange Limited (ASX) Corporate Governance Council's Corporate Governance Principles and Recommendations (ASX Principles). In response to the ASX Principles, Pryme publicly discloses each of its corporate governance tools. This Corporate Governance section exemplifies Pryme's commitment to corporate governance.

At Pryme, the Board maintains, and ensures that Pryme management maintains, the highest level of corporate ethics. As such, the various charters, policies and codes located under this Corporate Governance section will be reviewed, and where necessary, updated, on a regular basis.

The Pryme Constitution is Pryme's key governance document. The Board must ensure that it and Pryme complies at all times with the provisions of the Constitution.

The Board adopts a Corporate Governance Statement annually.

The Corporate Governance Statement was adopted by the Board on 26 February 2010 and included in the 2009 Annual Report.

The Board currently has four Directors, two of whom are Executive Directors, Mr Justin Pettett who is the Managing Director and Chief Executive Officer and Mr Ryan Messer who is the Chief Operating Officer. Mr George Lloyd (Chairman) and Mr Gregory Short are independent non-executive directors. The composition of the Board is balanced, with Directors possessing a broad range of skills, experience, exptertise, qualifications and contacts relevant to Pryme's business.

Board Charter

At the board meeting held on 27 February 2008, the Board established the following committees

1. Remuneration & Nomination Committee [charter]
2. Audit Committee [charter]

The Pryme Code of Conduct and Ethics governs the commercial operations of Pryme and deals with compliance in many areas. The Pryme Code of Conduct and Ethics is to be observed by all Directors, employees, consultants and any other person when they represent Pryme.

Pryme is absolutely committed to compliance with ethical business practices.

The Pryme Continuous Disclosure Policy is a formal policy designed to ensure compliance by all Pryme employees with the relevant provisions of the Corporations Act and ASX Listing Rules.

The Pryme Shareholder Communications Policy is designed to promote effective communication with shareholders and encourage effective participation at Pryme' General Meetings.

The Board is responsible for ensuring that effective risk management programs are in place to protect Pryme's assets and shareholder value.

The Risk Management Policy, covering both financial and operational risks, documents Pryme's risk management framework.

The following Corporate Governance related material is also available through the section:

• Announcements made to the Australian Securities Exchange by Pryme
• Shareholder Information
• Annual Reports