• 1.1

  The Board hereby confirms the establishment of parameters for an ad hoc committee to be known as the Sabcap Investment Committee (“the Committee”), which may be activated as needed from time to time by the Board or by management.

• 2.1

  The Committee shall be appointed by the Board and shall consist of at least two non-executive directors and one executive director, and an external expert by invitation if deemed necessary.

• 2.2

  2.2 The Chairperson of the Committee shall be appointed by the Board and shall be a non-executive director.

• 2.3

  The Company Secretary or Financial Director shall be the Secretary of the Committee.

• 2.4

  The term of office of the Committee shall be set each time it is convened and its composition and chairmanship will be determined for the agreed period.

The responsibilities of the Committee will be specified each time it is convened and will include:

• 3.1

  Investment policy and parameters.

• 3.2

  Potential new investments proposed by executive management.

• 3.3

  Performance of existing investments.

• 3.4

  Recommendations by executive management to dispose of investments.

• 3.5

  Financial facilities and financing structures.

• 3.6

  Risk issues relevant to each investment and in particular management, sectoral, liquidity and survival risks.

• 3.7

  Corporate actions relating to Sabvest shareholders.

The Committee will make recommendations to the Board arising from the decisions made by it in the fulfillment of its responsibilities.

• 5.1

  Meetings of the Committee shall be held as frequently as required by management or the Board and interactions may also take place informally and by email or telephone.

• 5.2

  The quorum for decisions of the Committee shall be any one non-executive member and one executive member.

• 5.3

  5.3 The Committee is authorised by the Board to obtain legal or other independent professional advice and to secure the attendance of outsiders if it considers this necessary.

• 6.1

  The Secretary shall circulate the minutes of the meeting of the Committee, to the Committee members and to the Board of Directors, with supporting documentation as appropriate.

• 6.2

  The Secretary shall prepare an agenda for each meeting incorporating the minutes of the previous meeting held.