Remuneration Committee (“the Committee”)

1. Purpose

The Remuneration Committee ("Committee") of Camellia plc (the "Company") assists the Board of Directors of the COmpany (the "Board") in fullfilling its reesponsibilities primarily by reviewing and making recommendations to the Board in relation to:

• The setting and oversight of a remuneration policy (the “Policy”) that supports the Company’s long‑term value creation and is aligned with its purpose, values, strategy, risk appetite and interests of shareholders;

• The remuneration, terms of employment and contractual arrangements (including pensions and termination arrangements) of the Chair of the Board, executive directors, non‑executive directors, Company Secretary and other senior management; and

• Remuneration governance, including the use of external advisers, market benchmarking, transparent disclosure and effective engagement with shareholders, in line with the QCA Corporate Governance Code and relevant legal requirements.

2. Membership

2.1 The Board shall appoint the Chair of the Committee (the “Committee Chair”), who shall be an independent non-executive director, having given due consideration to the recommendation of the Nominations and Governance Committee. In the absence of the Committee Chair, the remaining members present shall elect one of themselves to chair the meeting.

2.2 The Committee shall comprise at least two members, all of whom shall be independent non-executive directors. Members of the Committee shall be appointed by the Board, having given due consideration to the recommendations of the Nominations and Governance Committee, in consultation with the Committee Chair. 

2.3 The quorum necessary for the transaction of business shall be any two members.

3. Secretary

3.1 The Company Secretary, or his or her nominee, shall act as the secretary of the Committee and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to issues. 

4. Attendance at meetings

Only Committee members shall be entitled to attend Committee meetings. The Committee may, at its discretion, invite other members of the Board, external advisers or any other person to attend meetings.

5. Frequency of meetings

The Committee shall meet as frequently as required and at least once a year.

6. Minutes of meetings

The Secretary, or his or her nominee, shall minute the proceedings and decisions of all meetings of the Committee, including recording the names of those present and in attendance.

7. Authority

7.1 The Committee is authorised by the Board to examine any activity within its terms of reference and is authorised to obtain, at the Company's expense, professional advice on any matter within its terms of reference.

7.2 A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

8. Duties

8.1 The Committee shall review and make recommendations to the Board regarding the Remuneration Policy (the “Policy”) relating to the total remuneration paid to the Chair of the Board, the executive directors, the non-executive directors, the Company Secretary and other senior management.

8.2 In determining such Policy, the Committee shall regard all factors which it deems necessary, including relevant legal and governance requirements and the provisions and recommendations of any relevant guidance. The objective of the Policy shall be to attract, retain and motivate directors and executive management of the Company through fair and attractive packages and to support the delivery of business objectives. The Policy should bear in mind the Company's appetite for risk, alignment to the Company’s long-term strategic goals and the interests of shareholders.

8.3 When setting the Policy, the Committee shall review and have regard to the pay and employment conditions across the Company, especially when determining salary increases relating to inflation.

8.4 In determining the Policy, the Committee shall have regard to the Company’s purpose, values, culture and strategy.

8.5 The Committee shall review the ongoing appropriateness and relevance of the Policy.

8.6 Review and, within limits of the Policy that may from time to time be approved by the Board, determine the terms of employment / service and remuneration packages of the individual directors and the Company Secretary, including the component parts of the packages where relevant, such as pensions, with a view to ensuring that the directors and the Company Secretary are fairly but responsibly rewarded for their individual contributions.

8.7 The Committee shall review contractual terms on termination of any executive director’s service contract or the Company Secretary’s contract of employment to establish whether payments made are fair and reasonable to the individual and the Company and that failure is not rewarded and the duty to mitigate loss is fully recognised.

8.8 The Committee shall agree the policy for authorising claims for expenses of directors and senior management.

8.9 The Committee shall be responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any advisers to the Committee.

8.10 The Committee may obtain reliable, up-to-date information about remuneration in other companies of comparable scale. The Committee shall have full authority to appoint remuneration consultants and to commission or purchase any reports, surveys or information which it deems necessary or desirable to help fulfil its obligations within any budgetary restraints imposed by the Board.

8.11 The Committee shall consider such other matters as may be requested by the Board and work and liaise as necessary with the Board and Board committees.

9. General matters

9.1 The Committee Chair should make themselves available at each Annual General Meeting of the Company to answer questions concerning the Committee's work.

9.2 The Committee shall arrange for periodic reviews of its own performance and, at least once a year, review its constitution and terms of reference to ensure it is operating effectively and recommend any changes it considers necessary to the Board for approval.

9.3 The Committee shall have access to sufficient resources to carry out its duties, including access to the Company Secretary for assistance as required and be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members.

9.4 The Committee shall give due consideration to laws, regulations and any published guidelines or recommendations regarding the remuneration of directors and the Company Secretary.

9.5 The Committee shall make recommendations to the Board that it deems appropriate on any area within its remit where action or improvement is sought.

9.6 The Committee shall ensure that provisions regarding disclosure of information, including pensions, as set out in the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, (as amended) and the QCA Corporate Governance Code, are fulfilled (so far as they are appropriate for the Company) and produce a report of the Company’s remuneration policy and practices to be included in the Company’s annual report. If the Committee has appointed remuneration consultants, the annual report of the Company’s remuneration policy should identify such consultants and state whether they have any other connection with the Company.

9.7 Through the Chair of the Board and Chief Executive Officer, the Committee shall make efforts to procure that the Company maintains contact, as required, with its shareholders about remuneration matters for the executive directors and the Company Secretary.

9.8 The Committee shall, through the Secretary, make available these terms of reference on the Company’s website.

10. Reporting

10.1 The Committee Chair shall report to the Board on all material proceedings and matters within the Committee’s duties and responsibilities.

10.2 The Committee shall make recommendations to the Board regarding actions or improvement in any area within its remit.

11. Review

The Committee shall review these Terms of Reference periodically to ensure that the Committee is operating effectively and shall make recommendations to the Board on any changes it considers necessary or desirable.

Approved and adopted by the Board on 10 March 2026.