Governance Nominating and Remuneration Committee Charter

ANSA McAL LIMITED CHARTER OF THE GOVERNANCE NOMINATING AND REMUNERATION COMMITTEE OF THE BOARD OF DIRECTORS

APPROVED BY THE BOARD OF DIRECTORS ON FEBRUARY 10, 2020

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

ROLE 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 •

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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 the implementation and operation of the Company’s Corporate Governance Framework.

B. 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; 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.

APPROVED BY THE BOARD OF DIRECTORS ON FEBRUARY 10, 2020

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C. 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 is to be agreed in consultation with the Chairman of the Board and the Group Chief Executive Officer.

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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.

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Reviewing and approving the compensation of the Group Chief Executive Officer.

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.

D. Succession Planning • •

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Regularly review Board succession, in order to maintain an appropriate balance of skills and experience and to ensure progressive refreshing of the Board; Reviewing management proposals for the long-term succession to key senior leadership 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

APPROVED BY THE BOARD OF DIRECTORS ON FEBRUARY 10, 2020

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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.

REPORTING 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 members of the Parent Board and included on the agenda of the following meeting of the Parent Board.

APPROVED BY THE BOARD OF DIRECTORS ON FEBRUARY 10, 2020

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