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SECTION 3

Committee Governance

RemCo, Audit & Risk, and Product & Engineering Committee

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Charge Holdings Ltd maintains three committees to support strong governance, specialist oversight, and disciplined decision-making.

Each committee operates with delegated authority from the Board but remains accountable to the Board for its actions, recommendations, and oversight responsibilities.

3.1 Remuneration Committee (RemCo)

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Oversight of executive pay, LTIP, equity participation & governance compliance

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Purpose

The Remuneration Committee ensures that the Group's remuneration structures:

• Attract and retain high-calibre leadership
• Align reward with long-term enterprise value creation
• Operate fairly, transparently, and consistently across jurisdictions
• Support the execution of the Group's multi-year business plan
• Comply with governance, legal and ethical standards

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Authority

• Approve all Awards except the CEO's LTIP award (which must be approved by the full Board)
• Certify milestone achievement and vesting outcomes
• Determine Good Leaver / Bad Leaver status
• Oversee valuation methodology and application
• Recommend LTIP structure and adjustments to the Board </aside>

Composition

• At least two directors form the RemCo
• Directors must recuse themselves when decisions relate to their own compensation
• CEO may attend for matters unrelated to their own award
• As NEDs join the Board, RemCo will transition to a majority-NED composition

Responsibilities