Penrice Soda Holdings Limited
ACN 109 193 419

1. Purpose

1.1. The Nominations & Remuneration Committee is established by the Board of Directors (the "Board") of Penrice Soda Holdings Ltd ("Penrice"). The purpose of the Nominations & Remuneration Committee is:

1.2.

1.2.1. To consider, direct and oversee the composition and performance of the Board, including:

• assess necessary and desirable competencies of Board members;
• make recommendations to the Board on the composition of the Board and its Committees, including the appointment and removal of Board members;
• ensure performance of the Board and individual members of the Board is reviewed; and
• developing and reviewing Board succession plans;

1.2.2. To consider, direct and oversee implementation of the remuneration and human resources policies and practices of the Group on behalf of the Board, including:

• executive remuneration and incentive policies;
• the remuneration packages of senior management;
• Penrice's recruitment, retention and termination policies for senior management;
• incentive schemes;
• superannuation arrangements; and
• the remuneration framework for directors.

2. Membership

2.1. The Committee shall consist of a minimum of three (3) Directors, the majority of whom shall be independent;

2.2. A quorum shall be two (2) members or a minimum of two thirds of the Committee members.

2.3. The General Manager Human Resources and other executives, as well as specialist external consultants (as required) attend by invitation.

3. Chairman

3.1. The Chairman of the Committee will be the person appointed as Chairman of the Board. Should the Chairman be absent from a meeting, the members of the Committee present at the meeting shall choose one of the other independent members of the Committee to chair that particular meeting.

4. Meetings

4.1. The Chairman will call a meeting of the Committee if so requested by any member of the Committee.

4.2. The Committee meets as required but a minimum of once per year.

5. Secretary

5.1. The Company Secretary for Penrice shall act as Secretary of the Committee

6. Voting

6.1. Matters arising for determination at Committee meetings shall be decided by a majority of votes of Directors present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

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

7. Reporting

7.1. Proceedings of all meetings are minuted and signed by the Chairman or Chair of the Committee. Minutes of all Committee meetings will be provided to the next Committee meeting.

8. Powers of the Nominations & Remuneration Committee

8.1. The Nominations & Remuneration Committee has the ability to direct any special investigations deemed necessary and to obtain information from, and consult with, management or independent experts where considered necessary to carry out its duties. Costs of such consultations are borne by Penrice.

9. Duties of the Nominations & Remuneration Committee

9.1. The following duties are structured in accordance with the Nominations & Remuneration Committee's purposes:

9.1.1. To make recommendations to the Board from time to time as to changes that the Committee believes to be desirable to the size and composition of the Board having regard to the mix of skills, experience and expertise required on the Board and assessment of the extent to which the required skills and experience are represented on the Board.

9.1.2. To identify individuals believed to be qualified to become Board members and to recommend such candidates to the Board. In nominating candidates, the Committee shall take into consideration such factors as it deems appropriate. These factors may include judgement, skill, diversity, experience with businesses and other organisations of comparable size, the interplay of the candidate's experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board.

9.1.3. To identify Board members qualified to fill vacancies on any committee of the Board (including the Committee) and to recommend that the Board appoint the identified member or members to the respective committee. In nominating a candidate for committee membership, the Committee shall take into consideration the factors set forth in the charter of the Committee, if any, as well as any other factors it deems appropriate, including without limitation the consistency of the candidate's experience with the goals of the Committee and the interplay of the candidate's experience with the experience of other committee members.

9.1.4. To establish procedures for the Committee to exercise oversight of the evaluation of the Board, its individual Directors and management.

9.1.5. To establish and implement an appropriate process for evaluation of the performance of each director and key executives.

9.1.6. Developing a plan for identifying, assessing and enhancing Director competencies

9.1.7. To regularly review the time required from non-executive Directors, and whether Directors are meeting this.

9.2. The Committee shall consider and make decisions in relation to:

9.2.1. The broad remuneration strategies of the Group;

9.2.2. Penrice's recruitment, retention and termination policies and procedures for senior management;

9.2.3. Remuneration policies and remuneration of Directors, executive officers and key executives on an annual basis, including incentive schemes (including ensuring that Directors and management are remunerated fairly);

9.2.4. The retirement and termination entitlements for Directors, executive officers and key executives;

9.2.5. The implementation and administration of major components of the Company's remuneration strategy such as superannuation, share plans, incentive and bonus payments etc;

9.2.6. Performance management practices and outcomes;

9.2.7. The remuneration and human resources policies and practices of the Group including contract terms of Directors, executive officers and key executives.

9.2.8. The terms of appointment of consultants where engagement exceeds three months where not covered by a Board approved capital project.

9.2.9. Any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the nomination and remuneration of Board and Committee members.

10. Delegation to Subcommittee

10.1. The Nominations & Remuneration Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.

11. Review of Charter

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

12. Publication of Charter

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