The Nomination Committee’s responsibilities include:

• preparing the diversity policy applicable to members of the Board of Directors and reflecting on the desired composition of the Board and its committees, in consultation with the Chair and Chief Executive Officer and other Directors;

• preparing and proposing to the Board of Directors a succession plan for corporate officers, covering both foreseeable departures (including age‑limit considerations) and unforeseen vacancies, unless an ad hoc committee has been set up for this purpose. The Chair and Chief Executive Officer may be involved in the execution of this task;

• making proposals to the Board of Directors regarding the appointment and renewal of independent Directors, in accordance with the Board’s selection procedure, including organising the search and selection process, conducting assessments of potential candidates and issuing a reasoned opinion on applications;

• reviewing the qualification of independent Director upon appointment and annually for all Directors, and issuing recommendations to the Board of Directors; and

• issuing recommendations and opinions to the Board of Directors.

The Nomination Committee determines its own operating procedures. It meets at the call of its Chair whenever deemed useful and at least once per year.

No member of the Nomination Committee may attend or participate in deliberations relating to his or her own situation.