Penrice Soda Holdings Limited
ACN 109 193 419

1. Purpose of Charter

1.1. The Board charter sets out the role, composition and responsibilities of the Board of Penrice Soda Holdings Limited ("Penrice") within the governance structure of Penrice and its wholly owned entities.

2. Objectives

2.1. The Board, as the representative of Penrice's shareholders, is responsible for the overall corporate governance of Penrice.

2.2. Its objectives are to govern in a way that:

• provides clear accountability;
• protects the rights and interests of shareholders and other stakeholders;
• provides for proper management of the company's assets;
• supports the achievement of the company's fiduciary, environmental, safety, social and other obligations;
• preserves and enhances Penrice's reputation and standing in the community; and
• supports the achievement of shareholder value within a framework of appropriate risk assessment and management.

3. Constitution

3.1. The Board is constituted by the Constitution, under which it is vested with the power to manage Penrice.

3.2. The Board may delegate certain of its powers to the Managing Director/Chief Executive ("Chief Executive"), Board committees, subsidiary boards and other persons. The Board retains ultimate responsibility for the management of Penrice. The Constitution shall govern the regulation of meetings and proceedings of the Board.

4. Composition of the Board

4.1. The Penrice Constitution provides for a minimum of three directors and a maximum of eight directors unless the shareholders pass a resolution varying that number. The Board has adopted a policy to have four directors; three non-executive directors and one executive director, the Managing Director. The Board may review this requirement from time to time.

4.2. The Board shall consist of a majority of independent non-executive directors. An independent director is a non-executive director and:

• is not a substantial shareholder of the company or an officer of, or otherwise associated directly with, a substantial shareholder of the company;
• within the last three years has not been employed in an executive capacity by the company or another group member, or been a director after ceasing to hold any such employment;
• within the last three years has not been a principal of a material professional adviser or a material consultant to the company or another group member, or an employee materially associated with the service provided;
• is not a material supplier or customer of the company or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer has no material contractual relationship with the company or another group member other than as a director of the company;
• has not served on the board for a period which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the company;
• is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the company or the exercise of the director's unfettered and independent judgement.

4.3. A substantial shareholder, in accordance with the Corporations Act definition, is a person whose voting shares in the company is 5% or more of the total number of voting shares. Whether an interest, relationship or business is "material" is considered having regard to the nature, circumstances and activities of the director and from the perspective of Penrice, the persons and organisations with which the director has an affiliation, and the director. The following quantitative thresholds are, however, applied in determining materiality:

Professional adviser – $500,000.

Supplier or customer – 5% of sales or costs

4.4. A Director must disclose to the Chairman any matter that may, or has the potential to, give rise to a conflict between the interests of the Director and Penrice as soon as the matter arises.

5. Term

5.1. All directors (except the Chief Executive) shall submit themselves for re -election in accordance with the Constitution, but at least at every third AGM.

5.2. Before a director is recommended for re-election, the Chairman shall consult with the other directors regarding the director's effectiveness. Based upon the outcome of these consultations, the Board shall then determine whether or not to recommend the director for re-election.

6. Responsibilities

6.1. The Board's main responsibilities are to:

6.1.1. appoint and remove the Chief Executive Officer and senior executives and determine that person's conditions of service, remuneration (including termination benefits) and the conditions of service and remuneration policy of senior executives;

6.1.2. monitor and assess the performance of the Chief Executive and Penrice's executive team;

6.1.3. approving the remuneration (including financial incentives), of the Chief Executive Officer and senior executives;

6.1.4. recommending the appointment and reviewing the performance of Directors;

6.1.5. overseeing the succession plans for the Board, Chief Executive Officer and senior executive team;

6.1.6. establishing any incentive plans for Directors, management and employees;

6.1.7. establishing and appointing the members of sub-committees of the Board, including the Nomination and Remuneration Committee and the Audit and Risk Management Committee;

6.1.8. provide input into, and approve, the business plan budget and compliance policies of Penrice as prepared by management;

6.1.9. approving Penrice's annual accounts, reports and other public documents;

6.1.10. monitor the strategic and financial objectives and performance against the business plan and budget;

6.1.11. review the company's risks of operating its business and oversee implementation of appropriate measures;

6.1.12. monitor business risks and oversee the risk management strategy

6.1.13. oversee the audit, compliance and financial and operational risk management functions of Penrice;

6.1.14. delegating an appropriate level of authority to management;

6.1.15. oversee Penrice's employee-relations and legal, ethical, social and environmental behaviour;

6.1.16. approve all material acquisitions, divestments, contracts and capital expenditure;

6.1.17. ensure appropriate and responsible funding is available to Penrice;

6.1.18. oversee Penrice's financial reporting and communication to Penrice's shareholders and the investment community and shareholder relations generally (including effectively communicating Penrice's financial position, trading performance and prospects to stakeholders); and

6.1.19. ensuring that Penrice Group has appropriate corporate governance structures in place including standards of ethical behaviour and promoting a culture of corporate and social responsibility.

7. Chairman

7.1. The Board shall appoint the Chairman of the Board. The Chairman shall be an independent director.

7.2. Should the Chairman be absent from a meeting, the Deputy Chairman should act as Chairman of the meeting. If both are not present, the members of the Board present at the meeting have authority to choose one of their number to chair that particular meeting.

8. Meetings

8.1. The Board shall meet regularly, in accordance with a schedule agreed at the commencement of each financial year. Additional meetings shall be called on a needs basis.

8.2. Any director can convene a Board meeting.

8.3. The non-executive directors shall also meet on their own, from time to time, to review the performance of management generally and discuss corporate governance issues on a needs basis.

8.3.1 In the case of equality of votes, the Chairman of the meeting, in addition to his deliberate vote, has the casting vote.

9. Agenda

9.1. The Chair shall review, with the Chief Executive, the agenda for each meeting prior to its issue.

9.2. Any director may require business to be included on the agenda. The director will first consult with the Chairman with respect to that business.

9.3. The Board shall maintain and observe a rolling 18 month agenda to ensure that key governance issues and the Group's operations are reviewed on a regular, ongoing basis.

10. Attendance

10.1. The Chief Financial Officer shall be a permanent invitee to meetings. Other Penrice executives, External Auditors, Internal Auditors and other advisers, as the Chairman thinks fit, may be invited to attend meetings.

10.2. No executive director shall be present at a Board meeting during deliberations concerning their position unless otherwise agreed by the Board.

11. Secretary

11.1. The Penrice Company Secretary will be the Secretary of the Board, the Nominations and Remuneration Committee and the Audit and Risk Committee and shall attend all meetings of the Board and each Committee.

12. Minutes

12.1. Minutes of meetings of the Board shall be prepared by the Secretary, reviewed by the Chief Executive, approved by the Chairman in draft and circulated to all directors.

12.2. Minutes of meetings of the Board shall be confirmed at the next meeting of the Board and then signed by the Chairman.

13. Access to Information and Independent Advice

13.1. The Board and Committees must be provided with the information they need to efficiently discharge their responsibilities.

13.2. Management must supply the Board and Committees with information in a form, timeframe and quality that enables them to effectively discharge their duties.

13.3. Directors have access to Penrice's management and Penrice information through the Chief Executive to assist them in carrying out their duties as directors.

13.4. Any director shall have direct access to and may seek information directly from Penrice's External and Internal Auditors provided that all such enquiries are first advised to the Chairman and the Chief Executive.

13.5. Directors may obtain independent, professional advice relevant to Penrice's affairs to assist them in carrying out their duties are directors at Penrice's expense subject to approval of the Chairman. Such approval is not to be unreasonably withheld.

14. Board Committees

14.1. The Board has the following committees, which may be added to or changed from time to time:

• Audit and Risk Management Committee; and
• Nomination and Remuneration Committee.

14.2. Each of the above committees shall:

• be comprised of non-executive directors, with a majority of independent directors; and
• have a formal charter approved by the Board.

14.3. The Board shall review the effectiveness of each of the above committees, against its charter in conjunction with the Chairperson of the relevant committee.

14.4. The Board may establish other ad hoc special purpose committees from time to time, with terms of reference approved by the Board.

15. Board Standards and Policies

15.1. The Board currently has in place a number of standards and policies, including in particular the following:

• Code of Conduct and Ethical Standards;
• External Disclosure and Market Communications Policy; and
• Share Trading Policy.

15.2. The Board may make changes to these policies with the benefit of recommendations from the relevant Board committees.

16. Board Performance Review

16.1. The Board shall receive reports from the Nomination Committee on the composition, size and commitment of the Board.

16.2. With the benefit of those reports, the Board shall conduct a formal review of its effectiveness, on an annual basis.

17. Review of Charter

17.1. This Charter is to be reviewed by the Board to ensure it remains consistent with the Board's objectives and responsibilities.

18. Publication of Charter

18.1. This Charter is to be made available to shareholders of Penrice upon request.

19. Approved Schedules to the Board Charter

19.1. Position Descriptions.