Terms of Reference of The Sustainability Committee

The Sustainability Committee (:Committee;) of San Miguel Brewery Hong Kong Limited (:Company;) is a committee created pursuant to a resolution of the Company・s Board of Directors (:Board;) to assist the Board to meet its oversight responsibilities in relation to the Company・s strategy and policies on environmental, social and sustainability matters.

A. ROLE AND DUTIES

  1. The Committee is responsible for the implementation of the sustainability strategy of the Company as approved by the Board and integrate both business and sustainability objectives and priorities of the Company.

  1. The duties of the Committee include the following:

-       To make recommendations and provide inputs to the Board regarding:

       the Company・s sustainability strategy; and

       the effectiveness of the Company・s processes in implementing the sustainability strategy of the Company;

-          To identify and review environmental, social and sustainability issues, risks and opportunities;

-          To supervise the implementation of the Company・s sustainability strategy as approved by the Board, including to formulate such policies, goals and targets, and develop such action plans, programs and practices, on environmental, social and sustainability matters which are consistent with the sustainability strategy of the Company;

-          To monitor the Company・s performance against its environmental, social and sustainability goals, targets, action plans and programs;.

-          To review and evaluate the Company・s annual Environmental, Social and Governance Report and endorse the same to the Board for its approval;

-          To provide updates to the Board on the latest relevant developments on environmental, social and sustainability matters affecting the Company; and

-          To perform such other duties as the Board may assign to the Committee.

@

B.  MEMBERSHIP OF THE COMMITTEE

  1. The Committee shall be chaired by the Managing Director  and shall have the following as its members:

-        Chief Finance Officer

-      Head of Corporate Development

-      Head of Operation

-      Head of Human Resources and Administration

  1. The composition of the Committee shall be reviewed annually by the Board and the Committee to ensure that all relevant aspects of the operations of the Company are represented.

  2. The Company Secretary shall be the secretary of the Committee.

@

C.  COMMITTEE MEETINGS

  1. The Committee shall meet at least twice[SMB1]  a year, and at such additional times as the Chairman of the Committee shall decide in order to fulfil its duties.

  2. An agenda and any supporting documentation will be circulated to members of the Committee at least two working days prior to each meeting.

  3. A quorum will comprise of any three Committee members. In the absence of the Committee Chairman or appointed delegate, the members shall elect one of their number as Chairman for that meeting.

  4. The Committee is authorised to seek any information it requires in order to perform its duties from any employee of the Company; and to obtain, at the Company・s expense, external legal or other professional advice on any matter within its terms of reference.

  5. The Committee may extend an invitation to any person to attend all or part of any meeting which it considers appropriate.

  6. All minutes of the proceedings of, and resolutions made during, the meetings of the Committee shall be kept by the secretary of the Committee and will be open at all times for inspection by any member of the Board.

@

D.  REPORTING

The Chairman of the Committee or his delegate, shall report to the Board on the decisions and recommendations of the Committee following each meeting. The Committee Chairman, or his delegate, may also report to the Board on any material environmental, social or sustainability matter as may be necessary or as may be requested by the Board.

E.  REPORTING

The Committee shall review its terms of reference annually, and shall update the same as required.  These terms of reference shall also be made available to any requesting person upon written request to the Company secretary.