Nominating and Corporate Governance Committee Charter

The purposes of the Committee are to:

1. identify individuals qualified to become Board members, and to recommend that the Board select the director nominees for the next annual meeting of shareholders or provide recommendations to the Board to fill any vacancies on the Board;
2. oversee the evaluation of the Board; and
3. review from time to time the Corporate Governance Guidelines applicable to the Company and to recommend to the Board such changes as it may deem appropriate.

The Committee will consist of at least two members (the “Committee Members”). The Committee will be composed of directors who satisfy the independence requirements set forth in the Corporate Governance Rules of The Nasdaq Stock Market, and all other applicable legal and regulatory requirements.

The members of the Committee will be appointed, and may from time to time be removed, by the Board. Each member of the Committee will serve on the Committee until the earlier of their death, resignation or removal by the Board, or until their successor shall have been appointed. The Board shall designate the member of the Committee to act as chair of the Committee from time to time. The Board will take into account any recommendations of the Committee in making such appointments.

Meetings of the Committee may be called by or at the request of the Board, the Chair of the Committee, any two Committee Members or the Company’s Chief Executive Officer. Notice of a meeting of the Committee stating the place, day and hour of the meeting shall be given to each Committee Member at least one day prior thereto by email, personal delivery or by telephone or other form of wire or wireless communication. The method of notice need not be the same for each member of the  Committee.

At a meeting of the Committee, a majority of the Committee Members then in office will constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon such proposal, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

All actions to be taken by the Committee shall require the affirmative vote of at least a majority of the Committee Members in attendance at a Committee meeting where a quorum is present. In the case of an equality of votes, a resolution shall be deemed to fail.

Minutes of the Committee meetings will be taken by the Secretary or any Assistant Secretary appointed by the Committee and may be held in person or remotely by any electronic or telephonic means in which all Committee Members can hear and be heard by each other Committee Member.

In furtherance of the purposes set forth above, the Committee will perform the functions and responsibilities enumerated herein as appropriate and will have all the powers of the Board necessary or desirable to perform such functions and responsibilities as may be delegated to a committee of the Board under Bermuda law. Notwithstanding the enumeration of specific functions and responsibilities herein, the Committee believes that its policies and procedures should remain flexible, in order to facilitate its ability to respond to changing circumstances and conditions in fulfilling its responsibilities to the Company and its shareholders. The Committee will by resolution establish its own rules and regulations for all meetings. In the absence of such action by the Committee, the provisions of the Company’s Bye-Laws (or equivalent governing document(s)) generally applicable to committees of the Board will apply to the Committee.

1. The Committee will develop qualification criteria for selecting director candidates, and actively seek, interview and screen individuals qualified to become Board members for recommendation to the Boar The criteria and qualifications shall take into account the criteria for membership on the Board set forth in the Corporate Governance Guidelines of the Company. If, however, the Company is at any time legally required by contract or otherwise to provide any third party with the ability to nominate a director, the Committee need not evaluate such nomination unless required by contract or requested by the Board.
2. The Committee will have the sole authority to retain and terminate any search firm to be used to identify director candidates and will have sole authority to approve the search firm’s fees and other retention term.
3. The Committee will oversee the evaluation of the Board and make recommendations to the Board as appropriate.
4. The Committee will make regular reports to the Board.
5. The Committee will review and reassess the adequacy of this Charter from time to time and recommend any proposed changes to the Board for approval. The Committee will periodically review and assess the Committee’s performance.
6. The Committee shall perform such other functions and have such other powers consistent with this Charter, the Bye-Laws (or equivalent governing document(s)) and governing law as the Committee or the Board may deem appropriate. The Committee may form and delegate authority to subcommittees when appropriate.

ADOPTED by the Board effective November 23, 2023