Summarised governance report

Investment committee

Chairperson: Isaac Mophatlane			Number of meetings: One
Members: Isaac Malevu, Mandlesilo Msimang, Vuyisa Nkonyeni, Chanda Nxumalo and Peet Snyders			Committee attendance: 83%

COMPOSITION AS AT 31 DECEMBER 2021

ROLE AND PURPOSE

As part of the 2021 group governance review, the committee's mandate was reconsidered and amended to consider, recommend and monitor material acquisition, merger/investment, or disposal opportunities and ongoing material transactions and matters related thereto, regarding minerals and/or energy transactions, investments and projects.

The committee has an independent role in terms of which it operates and makes recommendations, and on behalf of the board, monitors material acquisition, merger/investment, or disposal opportunities as well as ongoing material transactions and matters related thereto in the scope of the approved minerals and energy growth and impact strategies, including ongoing portfolio management of these businesses, existing and post-investment reviews and management.

Its role includes reviewing the strategic fit, risk appetite and financial, technical and legal due diligences for major investments. The committee will also ensure that governance processes are adhered to and the approved hurdle rates, set from time to time, are met before any funds are committed. An investment opportunity will therefore first serve at the committee where a detailed review shall be conducted in line with the investment criteria approved by the board. After such review, the committee may recommend the investment opportunity to the board for final approval.

TERMS OF REFERENCE

With its new mandate, the committee's terms of reference were reviewed to include material transactions regarding minerals and/or energy transactions, investments and projects as well as an ongoing portfolio review. The board approved the amended terms of reference which align with legislation, regulations and King IV.

KEY FOCUS AREAS

Monitor and oversee Leeuwpan divestment

Monitor and oversee Exxaro equity investments into energy projects or acquisitions

Review and recommend for approval the investment guidelines for minerals and energy

Monitor minerals and energy strategic KPIs and dashboard

Determine and refine periodic minerals and energy portfolio reporting requirements

CONFIRMATION

The committee duly regarded the principles and recommended practices of King IV in carrying out its duties, and discharged its responsibilities in accordance with its terms of reference amid the pandemic's challenges.

The detailed committee report is captured in our ESG report on human rights.