Terms of Reference for the Nomination Committee

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1. Constitution

The board of directors of the Company (the "Board") has resolved to establish a committee of the Board to be known as the Nomination Committee.

2. Membership

2.1. The Nomination Committee shall be appointed by the Board and shall comprise of a Chairman and at least 2 other members.

2.2. A majority of members of the Nomination Committee shall be non-executive directors.

2.3. The Board shall appoint the Nomination Committee Chairman who should be either the Chairman of the Board or a non-executive director. In the absence of the Nomination Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of their number to chair the meeting. When the Nomination Committee discuss matters relating to the board position of individual Nomination Committee members, each person that is the subject of such discussion shall absent himself/herself for the duration of the discussion that relates to him/her. (When the Board discuss appointments to/removals from the Nomination Committee, each person that is the subject of consideration for appointment/removal shall absent himself/herself for the duration of the discussion that relates to him/her).

2.4. If a regular member is unable to act due to illness or any other cause, the Chairman of the Nomination Committee may appoint another director of the company to serve as an alternate member having due regard to maintaining the required balance of executive and non-executive members.

3. Attendance

3.1. Only Nomination Committee members will have a right of attendance at Nomination Committee meetings together with such other person or persons as the Nomination Committee may invite to be in attendance;

3.2. The Company Secretary shall act as the Secretary of the Nomination Committee.

4. Quorum

4.1. The quorum necessary for the transaction of business shall be 2 of whom at least 1 must be a non-executive director, the other being the Chairman of the Nomination Committee. A duly convened meeting of the Nomination Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested or exercisable by the Nomination Committee.

5. Frequency of Meetings

5.1. The Nomination Committee shall meet not less than once a year and at such other times as the Chairman of the Nomination Committee shall require.

6. Notice of Meetings

6.1. Meetings of the Nomination Committee shall be summoned by the Secretary of the Nomination Committee at the request of the Chairman of the Nomination Committee.

7. Minutes of Meetings

7.1. The Secretary shall minute the proceedings and resolutions of all Nomination Committee meetings, including the names of those present and in attendance.

7.2. Minutes of the Nomination Committee meetings shall be circulated to all members of the Nomination Committee and to the Chairman of the Board (if not a member of the Nomination Committee) and made available on request to other members of the Board.

8. Annual General Meeting

8.1. The Chairman of the Nomination Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions on the Nomination Committee's activities.

9. Duties

9.1. The Nomination Committee shall:

9.1.1. Regularly review the balance of skills, knowledge and experience on the Board, and the structure, size and composition of the Board and make recommendations to the Board with regard to any adjustments that are deemed necessary;

9.1.2. Be responsible for preparing a description of the role and capabilities required, and for identifying and nominating for the approval of the Board, candidates to fill board vacancies as and when they arise;

9.1.3. Keep under review the leadership needs of the organisation with a view to ensuring the continued ability to compete effectively in the organisation's marketplace;

9.1.4. Keep up to date and fully conversant with strategic issues and commercial changes affecting the company and the market in which it operates.

9.2. The Nomination Committee shall also make recommendations to the Board:

9.2.1. As regards plans for succession, in particular, of the Chairman (for whom a job specification should be prepared, including an assessment of the time commitment expected) and the Chief Executive;

9.2.2. As regard the re-appointment of any non-executive director at the conclusion of his or her specified term of office;

9.2.3. For the continuation (or not) in service of any director who has reached the age of 70;

9.2.4. Concerning the re-election by shareholders of any director under the "retirement by rotation" provisions in the company's Articles of Association;

9.2.5. Concerning any matters relating to the continuation in office as a director of any director at any time;

9.2.6. Concerning the appointment of any director to executive or other office other than to the positions of Chairman and Chief Executive, the recommendation for which would be considered at a meeting of:

9.2.6.1. all the non-executives regarding the position of Chief Executive; and

9.2.6.2. all the directors regarding the position of Chairman.

10. Authority

10.1. The Nomination Committee is authorised to seek any information it requires from any employee of the company in order to perform its duties.

10.2. The Nomination Committee is authorised to obtain, at the company's expense, outside legal or other professional advice on any matters within its terms of reference.