Remuneration Committee Charter

The Remuneration Committee of the Board of Ten Network Holdings Limited is currently comprised of:

• Mr J Cowin (Chairman)
• Mr L Asper
• Mr N Falloon
• Mr P Gleeson

The responsibilities of the Committee are as follows:

• To review the remuneration policy for the Group
• To approve the remuneration of the Executive Chairman and the executives reporting to the Executive Chairman
• To review proposals for incentive plans (including share and option plans) prior to submission to the Board of Directors
• To review human resources planning with particular emphasis on succession planning for senior management positions

At least 3 members of the Committee must be in attendance at any meeting of the Committee and meetings of the Committee are held as and when required but at least once in every year.

The Committee must report to the Board at least once annually.