Governance Nominating And Remuneration Committee Charter

ANSA McAL LIMITED

CHARTER OF THE GOVERNANCE NOMINATING AND REMUNERATION COMMITTEE OF THE BOARD OF DIRECTORS

ANSA McAL

ROLE

LIMITED (“THE COMPANY”) CHARTER OF THE GOVERNANCE NOMINATING AND REMUNERATION COMMITTEE OF THE BOARD OF DIRECTORS

The Governance Nominating and Remuneration Committee (“the Committee) is a committee of, and reports to, the Board of Directors of ANSA McAL Limited (“the Parent Board”). The Governance Nominating and Remuneration Committee advises the Parent Board by way of recommendations regarding the selection of suitable candidate members for the Parent Board, its sub-committees, as well as the boards of directors, sub-committees of all of the Company’s subsidiaries, and regarding any change in their composition. The Committee ensures that the Company maintains and implements an effective and up to date Corporate Governance Framework in support of the Parent Board’s oversight responsibilities. The Committee also oversees Board and Executive remuneration in accordance with the Company’s policy objectives.

RESPONSIBILITIES

The Committee has the following tasks:

A. Corporate Governance Framework

• Reviewing from time to time the adequacy of the Company’s Corporate Governance Framework in light of broadly accepted practices of corporate governance, emerging governance issues and market and regulatory expectations, and to advise and make recommendations to the Board with respect to certain modifications;

• Monitoring theimplementation and operationof theCompany’s Corporate Governance Framework.

B. Sustainability Framework

• Assisting the Parent Board in articulating and developing its sustainability strategy and providing oversight of sustainability initiatives across the Company, in line with the purpose, values and strategy of the Company as approved by the Parent Board. This includes monitoring of the content and completeness of the Company’s external statements, disclosures and other reporting on Environmental, Social and Governance (ESG);

• Overseeing the Company’s sustainability strategy, considering and approving proposals from management and making recommendations to the Parent Board with respect to adoption of proposals;

• Reviewing the Company’s progress against priorities and objectives in line with the Sustainability Framework. Reviewing compliance with the Company’s public commitments on sustainability matters and, to the extent required by the Parent Board from time to time, developing and monitoring the effectiveness of the Risk Management Framework related to sustainability and ESG matters, including the Company’s risk appetite and risk policies.

• Reviewing and making recommendations for approval of external statements and disclosures made by the Company in relation to sustainability and ESG matters, including the relevant sections of the Company’s Annual Report. This includes the continuous review of the extent and effectiveness of the Company’s external reporting of sustainability performance and its participation in external benchmarking indices.

• Considering the Company’s position on relevant emerging sustainability issues and considering and approving proposals on the Company’s targets and/or commitment to non-mandatory sustainability objectives.

• Ensuring that sustainability and ESG matters are appropriately considered in setting the overall remuneration policy.

C. Board Management

• Assessing and recommending for approval to the Parent Board, candidates to fill vacancies on the Parent Board and its subsidiary boards;

• Assessing how knowledge, skills, diversity and experience are distributed in the Parent Board and its subsidiary boards;

• Assessing at least once a year, the structure, scope, composition and performance of the Parent Board and its subsidiary boards and formulating recommendations to the Parent Board with regard to possible changes;

• Assessing once a year, the knowledge, skills, experience and degree of involvement (viz. contribution and regular attendance) of the individual members of the Parent Board and its sub-committees and reporting on such assessment to the Parent Board;

• Proposing the composition of the sub-committees of the Parent Board, viz. the Audit Committee and the Governance Nominating and Remuneration Committee; the Parent Board shall have the sole authority to appoint the members of all sub-committees as well as the Chairman of each sub-committee. The Governance Nominating and Remuneration Committee will make recommendations to the Board with respect to nominees for members of the various sub-committees of the Board. The Board shall have the sole authority to appoint the members of Committees as well as the Chairman of each Committee.

• Making recommendations with regard to the compensation of non-executive directors on the Parent Board and its subsidiaries.

• Ensuring that there is an effective induction process in place for any newly appointed director.

D. Remuneration

• Approve and regularly review a policy on executive compensation which should be set in the context of the Company’s philosophy that compensation should be tied strongly to individual performance and the overall performance of the Company. Such policy shall ensure that individual performance and the overall performance of the Company shall be measured by reference to the final budget(s) submitted to and approved by the Board in the prior year’s corporate plan. Such policy is to be agreed in consultation with the Chairman of the Board and the Group Chief Executive Officer.

• Taking the following policy objectives into consideration:

o To ensure the Company’s remuneration structures are equitable and aligned with the long-term interests of the Company and its shareholders;

o To attract and retain skilled executives;

o To structure short and long-term incentives that are challenging and linked to the creation of sustainable shareholder value

o To ensure that short-term and long-term executive incentives relate directly to the attainment of the budgeted Economic Value Creation in accordance with the annual budget approved by the Board and in accordance with any policies on executive compensation.

• Reviewing the compensation of the Group Chief Executive Officer and making a recommendation to the Board for approval Establishing policies, principles and procedures for the evaluation of the Group Chief Executive Officer. Such evaluation shall be conducted annually and based on objective criteria, including performance of the business, accomplishment of long-term strategic objectives and development of management.

E. Succession Planning

• RegularlyreviewBoardsuccession,inorderto maintainanappropriatebalanceofskills and experience and to ensure progressive refreshing of the Board;

• Reviewing management proposals forthelong-term successionto keyseniorleadership positions in the Company including; the Group Chief Executive Officer, Senior Executives including; Head Office Executives, Sector Heads, Managing Directors and other key positions relating to Audit, Risk, Treasury and Corporate Reporting; and

• Regularly review the Company’s talent management programme.

COMPOSITION

The Committee consists of at least three members, all of whom must be independent as defined in the Parent Board Charter.

CHAIRMANSHIP

The Chairman of Committee shall be appointed by the Parent Board. In the Chairman's absence, one of the members of the Committee is chosen by the other members of the Committee to act as Chairman.

The Chairman ensures that meetings run effectively and efficiently. In conjunction with the Company’s Secretary, the Chairman makes sure that the Committee has all the information and internal and external support that it needs in good time to be able to properly perform its tasks and that it fulfils its responsibilities in accordance with the terms of this Charter.

SECRETARIAT

The Secretary to the Parent Board acts as Secretary to the Committee. The Secretary calls Committee meetings in consultation with the Chairman of the Committee or on a request from any member of the Committee. The Secretary prepares the minutes of each Committee meeting summarising the discussions that take place and the recommendations that are made. All members of the Committee will have full access to the advice and services of the Secretary.

PROCEDURES

The Committee will meet at least three times a year. Meetings can be held by telephone (conference call) or video conference. If it wishes, the Committee can invite non-members to attend its meetings. The Committee may seek out professional advice at the expense of the Company after consultation with the Chairman of the Parent Board.

Two members of the Governance, Nominating and Remuneration Committee are sufficient for a quorum for the Committee’s meetings

The Chairman of the Committee reports verbally to the Parent Board on discussions that have taken place at the most recent meetings. The minutes prepared by the secretary are approved by the Committee. A copy of the latest minutes approved by the Committee is sent to the membersoftheParent Boardand includedonthe agendaofthe following meetingofthe Parent Board

• APPROVED BY THE BOARD OF DIRECTORS ON FEBRUARY 10, 2020

• AMENDED BY THE BOARD OF DIRECTORS ON NOVEMBER 11, 2021

• AMENDED BY THE BOARD OF DIRECTORS ON AUGUST 11, 2022