Role and purpose

In line with the JSE Listings Requirements, the committee is constituted as a committee of the board in terms of the Companies Act, the company's MoI and King IV. The committee is governed by its board-approved terms of reference which set out its role and responsibilities.

The main purpose of the committee includes to:

• Determine and evaluate the adequacy, efficiency and appropriateness of the group governance structure, practices and processes
• Ensure that the board's composition and structure enable it to effectively fulfil the obligations of the board mandate

The committee's areas of responsibility include:

• Reviewing the board composition and additional criteria
• Succession planning
• Performance evaluation
• Induction and training
• Oversight of corporate governance and statutory compliance

Terms of reference

The committee's terms of reference were reviewed in 2023 to include a broader role as a governance committee. The amendments were approved by the board. The terms of reference remain aligned with legislation, regulations and King IV.

Developing the framework on future optimal board structure and size to support Exxaro's strategy Continue overseeing director induction and ongoing director development

Monitoring board and executive leadership succession planning

Considering 2023 board internal assessment outcomes and recommending matters for continuous improvement

Reporting on annual board governance roadshow outcomes and overseeing matters for implementation

Confirmation

The nomination committee, in carrying out its respective duties, duly regarded the principles and recommended practices of King IV. The committee is satisfied that it has considered and discharged its responsibilities in accordance with its terms of reference.