Remuneration Policy and Procedure

Overview

The Company is committed to attracting and retaining the right talent in the Board and Senior Management in order to drive the Company’s long-term objectives.

The purpose of this remuneration policy is to establish a framework for remuneration that is designed to:

(a) ensure that coherent remuneration policies and practices are observed which enable the attraction and retention of Directors and Senior Management who will create value for shareholders;

(b) fairly and responsibly reward directors and Senior Management having regard to the Company’s performance, the performance of the Senior management and the general pay environment; and

(c) comply with all relevant legal and regulatory provisions.

Scope

This Remuneration Policy and Procedure applies to the Company’s Directors, Senior Management and other group of employees deemed necessary by the Committee.

Responsibilities

The Nomination & Remuneration Committee is responsible amongst other things, for assisting the Board to determine the appropriate remuneration for Directors and Senior Management.

In order to fulfil the role of the Committee set out above, the Committee members must refer to the purpose and key principles underpinning this remuneration policy outlined above when developing recommendations to the Board regarding remuneration.

Remuneration Package

Executive Directors and Senior Management

Remuneration for executive directors and senior executives may incorporate fixed and variable pay performance elements with both a short-term and long-term focus. Remuneration package may contain any or all of the following:

(a) monthly base salary – reflecting the value of the individuals’ responsibilities, performance, their ability and experience, as well as the Company’s internal equity and external labour market conditions and should be relative to the scale of the business of the Company.

(b) Performance based remuneration – rewards, bonuses, special payments and other measures available to reward individuals and teams following a particular outstanding business contribution having regard to clearly specified performance targets;

(c) Retention Awards – special retention award to retain a ‘critical to role’ employee for a set period of time.

(d) Equity based remuneration – share participation via employee share option schemes, reflecting the Company’s medium and long term performance objectives;

(e) Other benefits – such as holidays, sickness benefits, superannuation payments and long service benefits;

(f) Expense reimbursement – for any expenses incurred in the course of the personnel’s duties; and

Board of Directors

Members of the Board of Directors shall receive a fixed payment in accordance with the decision of the Annual General Meeting of the Company. The Board shall submit a proposal on the fee for the upcoming operating year, taking into account the extent of responsibilities, personal performance and time commitment, the results of the Company and benchmark data on fees paid by companies which in size and complexity are similar to the Company. Such Directors’ Fee is not subject to any statutory superannuation.

Members of Board of Directors are entitled to participate in employee share option schemes, subject to the terms and conditions as stipulated in the By-Law of the relevant scheme approved by the shareholders.

Remuneration Review

The Company aims to reward the Managing Director and Senior Management with a level and mix of remuneration commensurate with their position and responsibilities within the Company, and so as to:

(a) reward them for the Company and individual performance against targets set by reference to appropriate benchmarks and key performance indicator;

(b) align their interests with those of shareholders;

(c) link their reward with the strategic goals and performance of the Company; and

(d) ensure their total remuneration is competitive by market standards.

Every year the Committee will:

(a) Review the remuneration of the Executive Directors and make recommendations to the Board for any changes to the Managing Director’s remuneration package; and

(b) Review the remuneration of Senior Management proposed by the Managing Director and make recommendations to the Board for any changes to those remuneration packages.

The Committee’s review will consider individual performance, comparative remuneration in the market and where appropriate, external advice.

The Nomination & Remuneration Committee will provide this information together with a recommendation to the Board.

Decision Making Responsibilities

The shareholders in Annual General Meeting approve the maximum aggregate Directors Fee for the Board members, while the Board of Directors is responsible for making decisions in respect to the remuneration of Executive Directors and Senior Management.