Remuneration Report

Remgro’s remuneration philosophy is guided by its sustainabilityfocused business strategy, including Environmental, Social and Governance (ESG) as a key component, the outcome of which is geared to deliver sustainable value and accumulative returns for shareholders over the long term whilst simultaneously driving a positive ESG impact that unlocks shared value for all stakeholders.

We utilise a simple pay structure with a clear long-term focus to align all employees with our long-term strategy, with the overarching principles that pay should be fair, focused on valuecreation, and underpinned by strong governance. An overview of our remuneration approach is outlined in the graphic below.


The most notable changes in this framework from the 2024 report, are:

1. The introduction of two new financial performance measures namely total shareholder return (TSR) and headline earnings per share (HEPS) and the revised weightings awarded to the financial performance measures; and
2. The significantly more stretching targets introduced for all the financial performance measures.

Please refer to the Remuneration Report for more detail regarding the financial scorecard applicable to the 2024 LTI awards.

These carefully considered and intentional changes resulted in a strategic pivot towards more active portfolio optimisation, focused and considered capital allocation and an intentional drive to lead sustainable businesses, as contextualised in more detail in the Chief Executive Officer’s (CEO) Report.

Overview of performance and remuneration outcomes for the year under review

The 2025 financial year was shaped by ongoing macroeconomic challenges, both in South Africa and globally. Local GDP growth remained sluggish, held back by continued pressure in freight and logistics, unreliable energy supply, and weak infrastructure delivery. Although inflation trended lower and remained within the Reserve Bank’s target range, high interest rates and elevated input costs continued to weigh on business performance and consumer sentiment. Interest rate relief only started to emerge toward the end of the reporting period, offering limited shortterm benefit. Globally, heightened geopolitical tensions, trade policy uncertainty, and volatile commodity markets contributed to a cautious investment environment and added further complexity to the operating landscape.

In this context, Remgro’s focus during the year was on consolidating the significant changes introduced in the prior year and delivering operational improvement across its core assets. Management prioritised the implementation of key initiatives, disciplined cost control, and strengthening performance fundamentals. Investee companies such as Mediclinic, Heineken Beverages, CIVH, RCL Foods, Siqalo Foods, and Rainbow all demonstrated encouraging signs of progress. These improvements were the result of focused execution, stronger governance frameworks, and ongoing efforts to position each business for long-term resilience and growth.

Remgro also continued to advance its sustainability agenda. Efforts during the year focused on improving ESG-related disclosure, reinforcing the integration of ESG into investment and oversight processes, and deepening engagement with investee companies on priority sustainability matters. These efforts support the Group’s long-term focus on responsible capital allocation and value creation.

Looking ahead, Remgro remains committed to disciplined execution of its strategy. This includes the optimisation of core holdings, the responsible disposal of non-core assets, and a continued focus on sustainable growth. These priorities continue to inform the Group’s approach to remuneration, which is designed to align executive outcomes with long-term performance and shareholder value.

Management remains committed towards unlocking further value through intensified focus on its core turnaround and growth assets and disposal of non-core assets, combined with a renewed focus on new growth opportunities. The Company also continues its sustainability drive to position Remgro as an ESG industry leader through continuous improvement in disclosure and shareholder engagement. In this regard, we have defined a core set of ESG indicators and alongside our ESG goals are employing these to increase disclosure and ensure consistent maturation of our ESG programme.

Total guaranteed package (TGP)

In line with Remgro’s philosophy on fair and responsible remuneration, the following decision was taken with regard to increases:

• Executive directors, members of the Management Board and executives were granted increases of circa 5.89% for the 2025 financial year.
• Employees at management levels received increases of around 5.97% and non-management employees received salary adjustments of on average around 6.26% for the 2025 financial year.

Long-term incentive (LTI) plans

The vesting outcomes for the 2022 LTI awards, for which the performance period ended on 30 June 2025, was 83.7%. Details on the vesting of these awards are set out in Part 3 of this report.

The 2025 financial year was the first year where only CSP awards were made, and the Remuneration and Nomination Committee (the committee) is confident that the Company’s variable remuneration offering, absent a short-term incentive plan, fulfils the required objective of attracting, motivating and retaining key talent. This, coupled with the key financial and non-financial ESG related performance targets, ensures that our employees are significantly contributing to the Company’s long-term goals, in a sustainable and high-performing manner.

Succession planning and fair pay

Succession planning is and has been a key focus area for the committee, with equitable representation within our organisation being of particular importance and being prioritised when the opportunity to make new appointments arises. The committee is satisfied that there are no significant gender pay gaps within the different levels of responsibility, but continues to monitor the gender pay gap and other fair pay ratios.

The committee has made progress in developing a standalone fair pay policy, which will be finalised and presented to the Board in the 2026 financial year. The policy is aimed at ensuring fair and equitable pay throughout the Company and preparing for the disclosure requirements under the Companies Amendment Act. Although the remuneration disclosure provisions of the Act have not yet come into effect, the Company continues to internally monitor the relevant ratios that need to be disclosed and will disclose them as and when required. We are confident that our existing practices in tracking and addressing pay gaps throughout the Company position us well ahead of mandatory disclosure.

Journey to date to embed ESG measures within reward

The first Remgro LTI awards with ESG measures were awarded in 2020 (being the 2019 and 2020 LTI awards). To further incentivise and motivate management in driving this journey, qualitative ESG measures were incorporated into the Remgro LTI awards in 2021 and 2022, which measure detailed strategic milestones to be achieved by specified dates. By incorporating specific ESG measures into the LTI, Remgro is illustrating its public commitment to ESG. From the 2023 awards, ESG targets will form 15% of the LTI awards, with the focus on key measures which form part of the ESG scorecard.

During the year under review a number of initiatives were introduced to augment and improve disclosure as well as consistency as a collective without losing the unique attributes of each investee company’s business.

During the year the Remgro collaboration network was provided a platform to capacitate, facilitate and execute agreed projects and initiatives.

The six key focus areas identified continue as such for the short to medium term while also maturing and progressing to encourage improvement and maturity. These focus areas include climate change, waste to landfill reduction, climate-related risk and opportunities assessment, diversity, equity and inclusion, responsible sourcing and procurement, and disclosure. It is the committee’s view that the specific qualitative targets were suitably challenging, aligned with the Company’s strategy and successfully laid a solid foundation upon which the Company can deliver on its ESG ambition.

More details are provided in Parts 2 and 3 of this report.

Voting results and shareholder engagement

At the Annual General Meeting (AGM) held on 28 November 2024, 88.11% of Remgro’s ordinary shareholders voted in favour of the Remuneration Policy, with 66.04% of ordinary shareholders voting in favour of the Remuneration Implementation Report. In light of the fact that more than 25% of listed ordinary shareholders voted against the Remuneration Implementation Report and in compliance with King IV and the JSE Listings Requirements, dissenting shareholders were invited to engage with the Company via virtual sessions in a SENS announcement on 29 November 2024. By the 5 December 2024 deadline provided, no shareholders had registered their interest to engage with the Company and by the 9 December 2024 deadline, no concerns, questions or recommendations on the Remuneration Implementation Report were received.

The committee has taken an active role in listening to shareholder concerns over the past few years which has resulted in necessary updates to its pay philosophy and policy. The journey to a robust and fit for purpose remuneration philosophy and policy has so far been successful. The committee remains open to actively considering shareholder views on all matters relating to remuneration and nomination with a view to find a balance between implementing initiatives that require immediate attention and those that require consideration and further exploration before implementation. In summary, the changes that have been made as a result of shareholder feedback over the past few years include:

• The introduction of performance based LTI plans;
• TSR and HEPS metrics were introduced as LTI performance measures, and the strategic initiative metric removed to sharpen focus on value creation and profitability;
• Continuous review and introduction of more stretching targets for the LTIs;
• There has been a significant shift in focus on how the Company views its ESG obligations with stretching targets imposed on executives;
• The Company has disclosed non-financial targets for the executives;
• The introduction of a Malus and Clawback policy;
• The Company has implemented a minimum shareholding requirements (MSR) policy that ensures executives are lockedin and closely aligned with the interests of shareholders;
• The contracting of an independent expert to assess the longserving independence of non-executive directors; and
• For all future appointments, a non-executive director who has served on the Board for a period of more than 12 years will no longer be classified as independent.

These initiatives highlight the committee’s intention to align the interests of shareholders with those of the executives and the Board.

Remuneration is key in incentivising employees across all levels to work towards driving the execution of Remgro’s strategic objectives and to build a sustainable business over the long term. The committee remains committed to ongoing engagement with shareholders and welcomes any constructive feedback they may wish to provide to ensure the Company’s approach to remuneration supports fair and responsible remuneration.

Non-executive director retirees and replacements

Shareholders were informed in last year’s Remuneration Report that Mr F Robertson and Mr N P Mageza would retire from the Board with effect from 30 June 2025. The committee and the Board thank them for their valued contribution and professional dedication throughout their tenure.

The committee also notes that Mr F Robertson held the position of deputy chairman. Following his retirement, the former lead independent director, Ms Sonja De Bruyn, has been appointed as deputy chairman of the Board. Ms Sonja De Bruyn’s deep understanding of the Remgro business model positions her well to assume this role, and the committee and Board are confident in her ability to fulfil the responsibilities it entails.

Mr M Morobe will replace Mr F Robertson as a member of the committee. Mr M Morobe is well placed to assume this position and the committee looks forward to taking on board his fresh ideas and perspectives with regard to the functioning of the committee.

The committee is aware that there are currently two vacancies on the Board and that these positions will need to be filled. The process to identify suitable candidates is already underway, and appointments are expected to be finalised before the end of the 2025 calendar year. Given the complexity and strategic importance of serving on Remgro’s Board, the committee will ensure a thorough and carefully considered appointment process.

Remuneration and Nomination Committee activities during 2025

Following the various changes to the Remuneration Policy implemented in the prior year, the committee’s focus during the 2025 financial year was on consolidation and ensuring that the revised Remuneration Policy delivered in line with shareholder expectations. Key areas of focus included:

• Monitoring the achievement of the new LTI performance measures and assessing their impact on behaviour and longterm value creation;
• Finalising and approving the performance targets for the LTI;
• Overseeing compliance with the minimum shareholding requirement to reinforce alignment between executives and shareholders; and
• Engaging with management to ensure the revised remuneration framework was well understood and consistently applied.

Future areas of focus

During the 2026 financial year the committee will focus on the following forward-looking considerations:

• To continue to monitor the effective date of the remunerationrelated sections of the Companies Amendment Act and any implications and the related implications for reporting. In the meantime, the committee will continue to monitor the internal wage differential analysis and remain committed to disclosing the outcomes, if necessary, in the 2026 Integrated Annual Report;
• To continue to ensure our internal human resources and remuneration policies support transformation across the business; and
• The finalisation of a fair and responsible pay policy.

Advisors

During the 2025 financial year, the committee has engaged REMchannel and PricewaterhouseCoopers Inc. (PwC), to assist management and the Board in performing their duties and responsibilities.

The committee is satisfied and regards the consultants as being wholly objective and independent.

In conclusion

The committee is of the view that during the 2025 financial year, Remgro’s Remuneration Policy achieved its stated objectives. Remgro constantly strives to improve the Company’s remuneration practices and we look forward to our engagement with our shareholders and receiving their support on the resolutions for both the Remuneration Policy and Remuneration Implementation Report (see Ordinary Resolutions Numbers 16 and 17 in the Notice to shareholders here) at the AGM on 27 November 2025.