Audit Committee Charter

PURPOSE

The CIC Australia Limited ("CIC") Group Audit Committee is a Board committee established for the purpose of overseeing the accounting and financial reporting processes and the audit of the financial statements. The Ccommittee will assist the Board in fulfilling its corporate governance and oversight responsibilities relating to the accounting and financial reporting practices.

ROLE

The principal role of the Audit Committee is to provide the Board, investors and shareholders with confidence that the financial reports for the company represent a true and fair view of the company's financial condition and operational results in all material respects and are in accordance with relevant accounting standards.

COMPOSITION

The Committee must comprise of at least two directors, who shall be independent, non-executive directors.

The Chairman of the Committee must not be the Chairman of the Board.

The Board appoints members to the Audit Committee, and any changes in membership need the formal approval of the Board.

The Company Secretary will be the secretary to the Committee.

All members of the Audit Committee should be financially literate and at least one member shall have financial and accounting related expertise.

RESPONSIBILITIES

The main responsibilities of the Audit Committee are:

Financial Reporting

• review the integrity and reliability of CIC's financial reporting systems and accounting control;
• review CIC's accounting policies and principles and recommend to the Board approval of any changes thereto; and
• review draft half-yearly and annual financial reports and Australian Stock Exchange ("ASX") reports with management and external auditors and recommend their adoption by the Board.

External Audit

• recommend the appointment and removal of the external auditor;
• review the audit engagement letter and recommend it to the Board for acceptance;
• review representation letters signed by management and evaluate whether the information provided is complete and appropriate;
• meet privately with the auditor at least once a year;
• annually review the effectiveness and independence of the external auditor;
• discuss with the auditors any unusual transactions and significant adjustments resulting from the audit;
• ensure that the financial reports comply with accounting and financial reporting standards, ASX and legal requirements;
• ensure that non-audit services provided by the external auditor are consistent with maintaining the external auditor’s independence; and
• discuss with auditors any future changes to the accounting industry that will impact CIC.

Risk

• review the financial risk exposures material to CIC and monitor those risks.

MEETINGS

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

The CEO, CFO and external auditors shall be given notice of all meetings and may be invited to attend.

The Audit Committee has the authority, within the scope of its responsibilities, to seek any information it requires from an employee or external party or any independent professional advice it requires at CIC's expense.

The Chairman of the Committee must report to the Board following each meeting.

The Committee will conduct an annual self appraisal of its performance with respect to the Charter.

The Committee is to review and annually assess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

POLICY ON APPOINTMENT OF EXTERNAL AUDITORS

An external audit partner is to be permanently engaged by the company to provides shareholder and investor confidence in the integrity of the company’s financial reports. The company requires the external audit partner to maintain independence from the company in accordance with this policy.

Each year, the company and the auditors should document the terms of engagement and present them to the aAudit cCommittee for approval. Terms of engagement must include:

• confirmation of the audit firm’s continuing independence and the continuing independence of the senior audit partner;
• a requirement for the audit partner to be present at the AGM for the purpose of answering shareholder questions about the conduct of the audit and the preparation and content of the Auditor's report. The Agenda for the AGM must include provisions for questioning the auditor;
• ready access of the audit partner to the Audit Committee through the Chairman of the Audit Committee;
• a requirement for the auditor to provide the Audit Committee a full and complete report on the audit with a copy presented to management.

On the completion of the year end audit, the Audit Committee is to receive a copy of the audit closing report which clearly documents any potential issues in the financial statements. The Audit Committee must be satisfied that the decision not to adjust any errors identified by the auditors would not materially impact the financial statements.