1. Purpose

The Nomination and Remuneration Committee (hereinafter referred to as "the Committee") is constituted by the Board of Directors (hereinafter referred to as "the Board") of Vertotech Aerospace Ltd. (hereinafter referred to as "the Company") to oversee and provide recommendations on matters related to the composition, structure, performance, and remuneration of the Board, Key Managerial Personnel (KMP), and Senior Management.

2. Objectives

• To identify and recommend individuals qualified to become members of the Board and Senior Management.
• To establish a transparent process for determining the remuneration of Directors, KMP, and Senior Management.
• To ensure that the Company’s policies and practices regarding Board composition, diversity, performance, and remuneration align with its goals and regulatory requirements.

3. Composition

• The Committee shall consist of at least three (3) Non-Executive Directors, with the majority being Independent Directors.
• The Chairman of the Committee shall be an Independent Director, appointed by the Board.
• The Company Secretary shall act as the Secretary to the Committee.

4. Meetings

• The Committee shall meet at least twice a year, with additional meetings as necessary.
• The quorum for meetings shall be two (2) members.
• The Committee may invite members of management or external consultants to attend meetings as necessary.
• Minutes of the meetings shall be prepared and circulated to the Committee members and the Board.

5. Roles and Responsibilities

5.1 Nomination Responsibilities

• Board Composition and Diversity: Evaluate the structure, size, diversity, and composition of the Board and make recommendations to the Board concerning adjustments that are deemed appropriate.
• Director Appointments: Identify and recommend candidates for appointment as Directors, considering the skills, experience, and diversity required to effectively govern the Company.
• Board and Director Evaluation: Establish criteria for evaluating the performance of the Board, its committees, and individual directors. Conduct a formal evaluation of the performance of the Board, its committees, and individual Directors at least annually.

5.2 Remuneration Responsibilities

• Remuneration Policy: Formulate and recommend to the Board a remuneration policy for Directors, KMP, and Senior Management that aligns with the long-term interests of the Company and its stakeholders.
• Director Remuneration: Review and recommend to the Board the remuneration and terms of appointment of Executive Directors, including performance-linked incentives and equity-based compensation.
• KMP and Senior Management Remuneration: Review and recommend the remuneration, including salary, bonuses, and other benefits, of KMP and Senior Management. Ensure that the remuneration package is aligned with individual performance, the Company’s performance, and market conditions.
• Employee Stock Option Plans (ESOPs): Review and recommend the design of all share-based incentive plans, including the allocation of options to employees and Directors.

5.3 Succession Planning

• Board and Senior Management Succession: Oversee succession planning for the Board, KMP, and Senior Management to ensure continuity in leadership and management. Develop contingency plans for unexpected or emergency situations requiring swift changes in leadership.

6. Reporting Responsibilities

• The Committee shall regularly report to the Board on its activities, including any recommendations regarding the appointment or remuneration of Directors, KMP, and Senior Management.
• The Committee shall ensure that appropriate disclosures on the Committee’s activities and decisions are made in the Company’s Annual Report and other statutory filings, as required.

7. Authority

• The Committee is authorized to seek any information it requires from employees, management, or external parties.
• The Committee may obtain external legal or other professional advice to assist in the execution of its responsibilities.
• The Committee shall have access to sufficient resources to carry out its duties effectively.

8. Evaluation and Review

• The Committee shall annually review its own performance and the adequacy of this charter, recommending any necessary changes to the Board for approval.
• The Committee shall ensure that this charter is publicly available and reviewed periodically to reflect best practices and regulatory changes.