Audit Committee Charter

ANSA McAL LIMITED

PARENT AUDIT COMMITTEE CHARTER

APPROVED BY THE BOARD OF DIRECTORS ON JANUARY 28, 2016

APPROVED BY THE BOARD OF DIRECTORS ON JANUARY 28, 2016

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ANSA McAL LIMITED PARENT AUD IT COMMITTEE CHARTER PURPOSE To assist the Board of Directors in fulfilling its oversight responsibilities for the Financial Reporting process, the System of Internal Control over Financial Reporting, the Audit process, and the Company's process for monitoring compliance with Laws and Regulations.

To oversee the Group's Risk Policies and Processes relating to Financial Statements, Financial Reporting Processes, Compliance and Auditing, as well as the guidelines, policies and processes for mitigating such risks.

AUTHORITY The Audit Committee has authority to conduct or authorize investigations into any matters within its scope of responsibility. It is empowered, upon consultation and agreement with the Group Chairman and in the absence of such agreement the Parent Board of Directors to: • Obtain external Legal Counsel, Professional Accountants or other Specialists to advise the Committee or assist in the conduct of an investigation in any case where the Committee considers this necessary; • Seek any information it requires from employees -all of whom are directed to cooperate with the Committee's requests -or external parties.

COMPOSITION The Audit Committee will comprise at least three and no more than five members, a majority of whom shall be Non-Executive Directors. The Board or its Nominating Committee will appoint Committee Members and the Committee Chair. The Committee Chair shall be a Non-Executive Director and in the event that the Chairman is unable to attend any meeting the Committee Members present shall appoint a chairman of the meeting from among the Non-Executive Directors. Each Non-Executive Committee Member will be independent, and at least one Committee Member shall have expertise in financial reporting.

MEETINGS The Committee will meet at least four times a year, and will meet at other times on the request of the Chairman, Internal or External Auditors, or any member of the Audit Committee. The agenda for the meetings will be determined by the Chairman of the Audit Committee, taking into account the views of other members of the Committee as appropriate.

All Committee Members are expected to attend each meeting, in person or via telephone or videoconference. The Company Secretary or a Nominee will attend the meetings of the Audit Committee. The Committee will invite members of Management, Auditors or others to attend meetings and provide pertinent information, as necessary.

The agenda and supporting papers, unless otherwise agreed, will be circulated to each member of the Committee no fewer than two days prior to the date of the meeting. Minutes will be prepared by an individual as designated by the Chairman of the Audit Committee.

APPROVED BY THE BOARD OF DIRECTORS ON JANUARY 28, 2016

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Three Committee Members at least two of whom shall be Non-Executive Directors shall form a quorum for the transaction of business. No business shall be transacted at a meeting of the Committee unless a quorum is present.

Questions arising at any meeting of the Committee shall be decided by a majority of votes. In case of an equality of votes the chairman of the meeting in addition to his original vote shall have a second or casting vote.

RESPONSIBILITIES The Committee will carry out the following responsibilities: Financial Statements • Review significant accounting and reporting issues, including complex or unusual transactions and highly judgmental areas, and recent professional and regulatory pronouncements, and understand their impact on the financial statements.

• Review with Management and the Internal and External Auditors the results of the audit, including any difficulties encountered.

• Review the annual financial statements, and consider whether they are complete, consistent with information known to Committee Members, and reflect appropriate accounting principles • Review other sections of the annual report and related regulatory filings before release and consider the accuracy and completeness of the information.

• Review with Management and the Internal and External Auditors all matters required to be communicated to the Committee under generally accepted auditing standards.

• Understand how Management develops interim financial information, and the nature and extent of Internal and External Auditor involvement.

• Review interim financial reports with Management and the Internal and External Auditors, before filing with Regulators, and consider whether they are complete and consistent with the information known to Committee members.

Internal Controls and Business Risks • Consider the effectiveness of the Company's internal control over annual and interim financial reporting, including information technology security and control.

• Understand the scope of Internal and External Auditors' review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with Management's responses.

• Ensure there is due process for the identification and management of key business risks having particular regard to any significant failings or weaknesses in internal control.

• Monitor compliance with established policies, plans, instructions and procedures with particular reference to the "Freedom to Act" document approved by the Parent Board and Executive Committee.

• Ensure there is due process for compliance with relevant National Laws and Regulations.

• Review the reliability of Management Information procedures in the Group including Management Reporting to the Parent Board and the Executive Committee.

• Consider major areas of change prior to commencement and obtain assurance that proper plans for control have been developed.

Internal Controls and Business Risks (continued) • Ensure that there is due process for monitoring the efficiency and effectiveness of operational APPROVED BY THE BOARD OF DIRECTORS ON JANUARY 28, 2016

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controls.

Monitor the procedure for safeguarding of assets and ensure the Group has adequate policies in place for the prevention and detection of fraud.

• Monitor the procedures for assessing the levels of insurance cover required by the Group including Directors and Officers Liability Insurance.

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Internal Audit • Review with Management and the Head of Group Internal Audit the Charter, plans, activities, staffing and organizational structure of the Internal Audit function.

• Review the reports of the Internal Audit function including the follow up work by Management where Management Teams are responsible and accountable for closing audit issues in a timely manner.

• On a regular basis, meet separately with the Head of Group Internal Audit to discuss any matters that the Committee or Internal Audit believes should be discussed privately.

• Ensure that the Head of Group Internal Audit within the Group has direct access to the Chairman of the Audit Committee.

External Audit • Consider annually and discuss with the External Auditors of the Group the scope of their audit prior to its commencement and, subsequently, the results, and review effectiveness of the process, taking into account relevant Professional and Regulatory requirements.

• Review the External Auditor's Management Letter and any major recommendations of the External Auditor and consider Management's response.

• Review the Terms of Engagement of External Auditors and recommend them to the Parent Board.

• Review and confirm the independence of the External Auditors by obtaining statements from the Auditors on relationships between the Auditors and the Company, including non-audit services, and discussing the relationship with the Auditors.

• On a regular basis, meet separately with the External Auditors to discuss any matters that the Committee or Auditors believe should be discussed privately.

Compliance • Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of Management's investigation and follow-up of any instances of noncompliance.

• Review the findings of any examinations by Regulatory Agencies, and any Auditor observations.

• Obtain regular updates from Internal Audit and Group Legal Counsel regarding compliance matters.

Reporting Responsibilities • Regularly report to the Board of Directors about Committee activities, 1ssues and related recommendations.

• Provide an open avenue of communication between Internal Audit, the External Auditors and the Board of Directors.

• Review any other reports the Company issues that relate to Committee responsibilities.

Other Responsibilities • Perform other activities related to this charge as requested by the Board of Directors.

• Institute and oversee special investigations as needed.

• Review and assess regularly, the adequacy of the Committee Charter requesting Board approval for proposed changes.

APPROVED BY THE BOARD OF DIRECTORS ON JANUARY 28, 2016

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