Remuneration report

Dear shareholders

I am pleased to report that the Human Capital team at Blue Label and the Blue Label Remuneration Committee ("the Committee") continued to place an emphasis on good corporate governance practices, focusing on the principles of pay for performance and fair and responsible remuneration.

Our remuneration policy, together with the remuneration implementation report, were put to a shareholder vote at the previous AGM held on 23 November 2023 and received votes in favour of 74.13%, and 70.00%, respectively. Prior to the AGM in November 2023, a specific shareholder raised concerns, with particular reference to the Total Shareholder Return metric (TSR). We actively engaged with them to address these issues. Following the AGM, research reports indicated that certain shareholders raised concerns relating to the retrospective amendment of performance criteria linked to in-flight LTIP awards vesting in 2024 and 2025. In response, it was vital that the remuneration policy achieved the goals of attracting and retaining top talent. The Remuneration Committee evaluated the policy and concluded that it should be adapted and changed to ensure that Blue Label achieves this goal while remaining aligned with market/best practice. Further concerns were raised that the remuneration policy needs to improve the alignment of key performance indicators to shareholder interests. In response thereto, we continuously review and assess our remuneration policy, with guidance from our remuneration consultants, to ensure it aligns effectively with the long-term interests of our shareholders.

During the year under review, the Committee reviewed the remuneration policy to ensure it is aligned with applicable regulations and remuneration principles. The remuneration report is aligned to the King IV™ principles to articulate and demonstrate the link between strategy, value creation, performance and remuneration good practices.

As outlined to shareholders in the 2023 remuneration report, the evaluation of normalised EBITDA and core HEPS in Blue Label's 2024 short-term incentive (STI) performance scorecard was adjusted to account for both the IFRS impact of the Cell C recapitalisation and the learnership programmes.

To allow the Committee to accurately assess the impact of the recapitalisation event on Blue Label's variable pay performance outcomes, management conducted a comprehensive recapitalisation impact analysis. This analysis took into account the accounting technicalities introduced by the Cell C recapitalisation.

It is also vital that our remuneration policy achieves our goals of attracting and retaining top talent. Accordingly, the Committee constantly evaluates how the policy should be adapted and changed to ensure that Blue Label achieves this goal while remaining aligned with market/best practice.

The Committee is confident that the adjustments made to the long-term incentive targets in the 2023 remuneration report remain aligned with market standards and preserve shareholder value, while ensuring that Blue Label's management stays motivated to pursue ambitious yet attainable performance goals.

The current conditional share plan (CSP) (which was converted from a forfeitable share plan) ("the 2022 CSP"), which has been in existence since the inception of Blue Label, has nearly reached its plan limit in terms of the plan rules. In order to continue to retain and motivate key talent, as well as to retain the structure of the previously shareholder-approved plan, the Committee has replaced the 2022 CSP with a new CSP ("the 2024 CSP") that replicates the majority of the salient features of the previous plan. However, in order to ensure that it is not dilutive to shareholders, the 2024 CSP plan will only allow the Committee to settle awards with shares purchased on the market.

Section 1 of this report provides an overview of how the Committee has championed our alignment to the King IV™ Code on Corporate Governance, our areas of focus in achievement of our policy objectives, our efforts to build a performance culture through values and our purpose and alignment with performance and rewards. We also address diversity and inclusion, gender and race remuneration parity, setting new environmental, social and governance (ESG) goals and our continued focus areas for 2025.

Section 2 summarises our forward-looking remuneration philosophy and policy, together with an overview of our total reward strategy. We made a number of substantial changes to our performance conditions last year, for 2024, in response to the operating context at the time. Following engagement with our internal and external stakeholders and remuneration consultants, the most significant change for the year ahead relates to the structure of our long-term incentive plan (LTIP), as detailed above.

Finally, section 3, the remuneration implementation report, provides an overview of our 2024 performance and discloses our performance against targets and resulting awards to Executive Directors, Prescribed Officers as well as the fees paid to Non-Executive Directors.

Looking forward to 2025, we will continue to review the success of our remuneration policy in terms of both our goals and those of our stakeholders. We are also monitoring recent regulatory developments and their impact on the market, notably the passing of the Companies Amendment Act (which at the time of publication has not come into force) and the implications of sections 30A and 30B on remuneration reporting in the future. We have to be mindful of the challenges facing our country and what role we need to play in addressing these as part of the South African business community. Together with ESG, these will be our prioritised goals for the forthcoming year.

We invite engagement with our shareholders as part of our efforts to continuously review and improve this policy.

SJ VILAKAZI

Chairman

30 September 2024

SECTION 1

Background statement regarding Committee considerations and decisions

The Committee Chairman continues to provide the Board with feedback after each meeting, highlighting key decisions and relevant discussions. We remain committed to applying King IV™ principles for responsible and transparent remuneration practices, supported by regular benchmarking exercises.

Blue Label continues to collaborate with its remuneration consultants, PwC and REMchannel®, to review and refine its remuneration policy and overall variable compensation practices.

In the 2023 remuneration report, the Committee revised the on-target and stretch performance metrics for core HEPS and ROCE for the 2021 and 2022 LTI awards, which vested in August 2024 and are scheduled to vest in August 2025, respectively, as illustrated in the table below. Additionally, to further support senior management and executive retention, it was agreed to remove the threshold targets for the financial measures and that threshold performance for the 2021 and 2022 awards would be evaluated solely based on the achievement of ESG and individual performance.

LTI performance measure
 
On-target
Stretch
Core HEPS (compounded cumulatively over three years)  

Historically = CPI + 10% (2021)

Historically = CPI + 7.5% (2022)

New target = CPI + 2%

Historically = CPI + 10% (2021)

Historically = CPI + 7.5% (2022)

New target = CPI + 4%

ROCE (compared to WACC over the three-year period not compounded)  

Historically = WACC + 2.5% (2021)

Historically = WACC + 2.5% (2022)

New target = WACC + 1%

Historically = WACC + 5% (2021)

Historically = WACC + 5% (2022)

New target = WACC + 2%

Achievement of policy objectives

Blue Label's remuneration philosophy and policy are effective in attracting, retaining, and motivating employees. We recognise the ever-changing business environment and will maintain a flexible approach in 2025, allowing us to adjust performance metrics and other components to ensure they remain relevant and aligned with our evolving needs.

The Committee achieved the following objectives during 2024:

  • monitored the effectiveness of the policy in attracting and retaining critical skills and talent. This focus will continue in 2025;
  • actively supported the transformation agenda and worked to eliminate bias in our practices. In 2025, we will further strengthen efforts to build a more diverse leadership team;
  • aligned performance metrics to incentivise value-creating behaviour, ensuring rewards were tied to performance. This will remain a priority in 2025, as we refine the metrics to align with our evolving strategic goals;
  • reviewed and approved succession plans for Executive Directors and senior management. In 2025, this focus will extend to all management levels;
  • assessed the ESG scorecard for suitability and will continue integrating ESG considerations into our remuneration framework throughout 2025;
  • continued benchmarking against best practices, refining our approach where necessary to ensure growth targets remain realistic given the current economic conditions;
  • conducted best practice reviews on ESG goals to ensure they are measurable, with clear targets and verification mechanisms;
  • continued annual engagement with institutional shareholders to seek their input and advice;
  • reaffirmed our commitment to gender and equity pay parity, focusing on driving progress toward achieving our targets;
  • continued to identify and develop future leaders through our leadership development programme; and
  • introduced a new non-dilution LTI, namely the 2024 CSP, with awards under the 2024 plan to be settled with shares purchased on the open market.

We prioritised building a robust talent pipeline for the future. Our efforts to foster an inclusive culture have contributed to the retention of key employees, and our talent attraction strategy is undergoing a data-driven refresh to ensure we recruit the best candidates. We have made significant progress in succession planning, with comprehensive plans now in place for all management levels and specialist roles. Our commitment to ESG remains steadfast, and we are actively working toward achieving our gender and pay parity goals over the next few years. Enrolment in leadership development programmes has surged, and we will continue nurturing leadership talent equipped for the future. In summary, we are deeply committed to building a sustainable talent foundation for long-term success.

Transparency and policy adherence

There were no requests to deviate from the established remuneration policy in 2024. The Committee adjusted for the "normalisation" of EBITDA and core HEPS to account for the Cell C recapitalisation's accounting treatment and learnership programme expenses, as explained to shareholders in the 2023 remuneration report.

Culture, reward and performance

Building an inclusive leadership culture and fostering a 'performance with purpose' mindset remain key priorities for 2025. The Committee recognises the importance of the following areas:

  • Employee Centricity: We will continue to prioritise employee well-being and engagement through leader-driven initiatives and the promotion of leadership behaviours aligned with our refreshed values.
  • Flexible Work: In response to the evolving work landscape, we will explore flexible work arrangements to enhance employee retention in critical areas where necessary.
  • Social Responsibility: As purpose-driven organisations gain more focus, we will continue to implement social responsibility projects in collaboration with employees.
  • Culture and leadership:
    • finalised and approved succession plans for all subsidiaries to ensure smooth transitions in the event of employee departures;
    • developed a leader-led communication framework to enable leaders to effectively cascade key messages across their teams, ensuring all employees remain informed; and
    • co-created a new Company culture, "#AsBluWeBelong," focused on promoting behaviours that bring the culture to life as a shared, lived experience.
  • Talent acquisition and retention:
    • leveraged insights from Career Junction benchmarking to inform our talent attraction and retention strategy, helping us improve recruitment efforts; and
    • designed a career page that reflects our entrepreneurial and innovative culture, aimed at attracting candidates who align with the Company's values and vision.
  • Employee well-being:
    • increased our social media presence to enhance Blue Label's brand awareness and attract potential talent.

Responding to employee needs

We have prioritised creating an employee-centric workplace that adapts to the evolving needs of our workforce. We are encouraged by the progress we've made in fostering flexibility, shared purpose, and well-being, all while cultivating a people-first experience that strengthens our inclusive culture. This approach ensures that every employee feels valued and empowered to deliver their best work.

The key is balancing employee expectations with achieving strong business results. We believe in intentional leadership that is grounded in our core values and behaviours. By empowering every individual to take ownership and lead themselves, we unlock the potential of a high-performing, motivated team:

  • Person-first approach: We will continue recognising employees as individuals and create personalised work experiences that cater to their unique needs.
  • Shared purpose: We will actively seek opportunities to align with employee values and enable them to contribute to meaningful initiatives.

By prioritising these principles in 2025, the Committee aims to maintain a competitive remuneration framework that attracts, retains, and motivates top talent, while fostering a positive and performance-driven culture at Blue Label.

2025 pay review

Paying for performance remained at the core of Blue Label's and the Committee's philosophy. For employees, management and executives, an increase in fixed pay of up to 6% was approved, based on an individual performance rating. These decisions were aligned with the reported inflation rate.

Changes to remuneration policy for 2025

The remuneration policy remains largely unchanged and aligned to the Group's remuneration objectives, with the only change for the year ahead relating to the forward looking change in the CSP structure.

ESG, sustainability, shared value and our purpose

At Blue Label, we are committed to creating a diverse, equitable, and sustainable work environment. This commitment extends to ensuring fair compensation practices and embedding ESG principles within our remuneration framework. Currently, 10% of our long-term incentive (LTI) non-financial key performance indicators (KPIs) are directly linked to ESG objectives.

We continuously refine our approach to promoting pay equity and integrating ESG considerations into our remuneration framework. By focusing on these areas, we aim to attract and retain top talent, build a more sustainable and responsible organisation, and deliver long-term value for our stakeholders.

Blue Label's remuneration metrics include ESG targets to ensure that Board members and senior executives align their objectives and performance with the Company's strategy, while effectively managing its impact on people, the environment, and the economy. The ESG metrics included in the long-term incentive plan performance targets are as follows:

  • maintain a B-BBEE scorecard at level 4, leveraging procurement opportunities where possible;
  • enhance management control;
  • increase the number of enterprise and supplier development beneficiaries; and
  • improve gender parity at senior and top management levels by balancing gender representation.

The specific weighting of these categories and the success rate in achieving ESG-linked KPIs will be reviewed internally.

Voting at the 2024 Annual General Meeting (AGM)

In line with the JSE Listings Requirements and King IV, we will table the following resolutions for shareholders voting at the AGM:

  • non-binding advisory vote for the approval of the 2025 remuneration policy (section 2 of this report);
  • non-binding advisory vote for the 2024 implementation report; and
  • a binding vote on Non-Executive Directors' fees.

Shareholders are invited to engage with us regarding our remuneration policy and this remuneration report by sending a request for engagement to the Chairman of the Committee at [email protected].

2023 AGM voting and shareholder feedback

Our remuneration policy and implementation reports were put forward for two separate non-binding advisory votes at the 2023 AGM held on 23 November 2023. The voting outcomes are set out below:

Ordinary resolution number 11: Non-binding advisory endorsement of the remuneration and reward policy For: 74.13%
Against: 25.87%
Ordinary resolution number 12: Non-binding advisory endorsement of the remuneration implementation report For: 70.00%
Against: 30.00%

In response to the voting outcomes outlined above, the Committee undertook to engage with shareholders by inviting them to submit written feedback on the remuneration policy and remuneration implementation report. However, no written submissions were received nor any verbal queries or dissenting statements from shareholders in the AGM.

The Committee welcomes feedback and looks forward to further dialogue with shareholders regarding the remuneration policy and implementation thereof.

Remuneration Committee focus areas for 2025

The Committee, as mandated by the Board, is responsible for continuously assessing the executive remuneration landscape and governance framework. In its review and implementation of the remuneration policy, the Committee takes into account current market conditions, Blue Label's strategic direction, and operational performance.

In the 2025 financial year, the Committee will focus on the following:

By focusing on these areas, the Remuneration Committee aims to ensure that the Group's remuneration practices remain effective, equitable, and aligned with its strategic goals.

The Committee remains committed to transparency and responsible practices in 2025 and beyond. We will continue refining the remuneration framework to meet Blue Label's evolving needs and to ensure it attracts, retains and motivates top talent.

SECTION 2

Our remuneration philosophy, policy and framework

At Blue Label, we recognise that our people are among our greatest assets. We believe it is vital to provide an environment where individuals can thrive and grow in their careers while collectively driving the success of the organisation. Our remuneration policy and practices, along with our WeLead programme, aim to foster resilience, drive achievement, and cultivate a winning mindset.

Through our EVP and employee engagement strategy, we differentiate ourselves from our peers. Our "all-in" culture creates a safe environment that enhances productivity and fosters innovation.

Our remuneration policy enables us to:

  • deliver shareholder value by aligning our remuneration practices with our strategic goals;
  • achieve our employment equity aspirations;
  • align employee performance with shareholder interests;
  • support our talent strategy by attracting, motivating, and retaining top-tier directors and employees with industry-leading expertise;
  • build a competitive, entrepreneurial, innovative, and high-performance company by rewarding the achievement of ambitious performance goals in line with our strategy and shareholder growth expectations;
  • reinforce our desired corporate culture by encouraging and rewarding ethical behaviour consistent with our values, leadership principles, and corporate citizenship; and
  • drive our WeLead initiative to nurture a growth mindset and an innovative spirit, inspiring our people to "dare to win."

This applies to all subsidiaries, associates and joint venture companies in which Blue Label holds a shareholding in excess of 40%, excluding Cell C which has its own remuneration policy and committee. The Committee may approve by exception for the policy to apply to Blue Label employees seconded to Cell C.

Employer of choice

Our objective is to be an employer of choice, and our employee brand and reward programme are designed to help us achieve this distinction.

Competitive pay levels

We benchmark guaranteed pay practices locally to ensure our remuneration packages are competitive and relevant to the role and experience required.

REMchannel® provided a market snapshot for 2023/24, outlining the STI and LTI performance targets of a selected group of JSE-listed companies. The comparator group was carefully selected based on its alignment with Blue Label, considering the following key criteria: founder-led companies, integrated Group structures or investment holding models, a strong focus on high dividend payments, data or technology-driven operations, a specific customer segment focus, and an emphasis on innovation and entrepreneurship, including retailers. This benchmarking exercise is conducted annually to ensure alignment with industry standards and best practices and is presented to the Committee to assist in determining the metrics for the following year.

Pay for performance

We are committed to a pay-for-performance philosophy, structuring remuneration to reward both individual and organisational excellence. We apply malus and clawback provisions to the short-term incentive plan (STIP) as well as vested and unvested long-term incentive plan (LTIP) awards for management.

Fair and responsible remuneration

We strive to ensure that remuneration differences among employees are based on fair and objective criteria. The Committee has a policy in place to monitor and continuously address any issues related to fair pay. In 2023, we completed a pay equity analysis, the results of which were communicated to leadership teams, who then developed implementation plans.

During the reporting year, a key focus for the Committee and the Board was increasing the representation of women and African employees in leadership positions. Key highlights include:

  • a positive trajectory in top management across most equity demographics;
  • a focus on increasing the appointment of African females and males in senior management;
  • ongoing efforts to balance gender representation, with women comprising 45% (2023: 47%) and men 55%
    (2023: 53%) of our workforce. We continue striving for gender parity at senior and top management levels; and
  • promotion opportunities primarily at the junior management level, with a focus on improving black representation. Of all 2024 promotions, 31% were for females, and 74.5% for black talent.

Our goal is to create an inclusive workplace where employees can bring their whole selves to work and live out their purpose. Our comprehensive strategy emphasises diversity and inclusive leadership, ensuring a supportive and fair work environment.

Our remuneration practices adhere to internal benchmarks based on job grades, with no employee being paid below the approved benchmark for their role. A recent analysis showed that we generally pay within the mid-compa-ratio for each occupational level. Additionally, the gender pay gap analysis indicated no significant disparities between males and females at the same job level. Our strategy for horizontal pay equity has proven effective, contributing to employee retention and transformation.

2025 business plan

In the 2023 remuneration report, the on-target performance for core HEPS and normalised EBITDA was aligned with the business plan, with threshold and stretch performance set at 20% below and above the 2024 business plan targets, respectively. Following the recapitalisation of Cell C and in light of the prevailing economic challenges, the Committee linked operational performance to the business plan, with this approach set to continue in 2025.

The preparation of the 2025 business plan is the responsibility of each subsidiary company. These business plans are developed by the subsidiary executive committees and reviewed by the Group Executive Committee. Following this, the Blue Label Executive Committee approves the plans, with final approval for the Group's consolidated business plan granted by the Board of Directors.

Our approach

At Blue Label, we adopt a holistic approach to rewards, incorporating guaranteed pay, variable pay, recognition, employee development, and benefits. We understand that both the philosophy and individual components of the remuneration policy are dynamic and must be reviewed regularly to stay aligned with our objectives and market trends. We ensure full compliance with legislative and regulatory requirements.

We provide clear and transparent information about our reward programmes, policies, and processes to all employees, ensuring they understand what they receive, why and when.

Our reward framework

Blue Label's reward framework consists of both financial and non-financial components and applies to all employees. The framework includes:

  • fixed annual remuneration (FAR);
  • STIPs;
  • LTIPs;
  • commissions for sales staff;
  • ad hoc rewards for performance and behaviours aligned with our values, leadership programmes and competitions; and
  • non-financial benefits aligned to our EVP.

At Blue Label, the pay-mix may vary depending on business needs, such as relocation or international assignment costs and allowances. We reimburse all necessary and reasonable business expenses.

Blue Label remuneration and talent retention strategy

 
GUARANTEED
VARIABLE
NON-FINANCIAL
Fixed annual remuneration Sales
commissions
Short-term incentive plan Short-term variable
remuneration
Long-term incentive
plan
Employee Value
Proposition
Objectives

Enables us to attract and retain talent, taking into consideration skills, experience, high-potential and value contribution.

Aligned to drive continuous improvement, improved customer service and increased revenue in sales and operations.

Reward the achievement of challenging strategic, financial and operational objectives, aligning individuals to divisional and Blue Label performance and the interests of our shareholders. The scheme is structured to reward collaborative work across Blue Label to ensure we leverage our capabilities, increase innovation, improve customer and consumer service, reduce inefficiencies and increase revenue and profits.

Special-purpose variable remuneration arrangements to help attract and retain high‑potential talent who are the holders of scarce skills. Arrangements are subject to individual performance and time-based conditions to ensure an appropriate return on the remuneration investment.

Aligning employees to shareholder interests through incentivising performance in line with strategic goals and long-term shareholder value.

Create a differentiated EVP and work experience to increase the engagement and retention of existing employees and position Blue Label as an employer of choice within an increasingly competitive landscape, focusing on employee experience.

Eligibility

All.

Specific roles within sales and operations.

All.

  • Critical and scarce skills.
  • High-performing employees with high‑potential and critical skills.

Executives and management.

All.

2025 approach

The Committee recommended up to 6% increases for 2025 (2024: 7%). Increases awarded on exception to retain critical skills and high-performing talent.

As defined by the operational plan and budget.

Schemes with varying components linked to:

  • individual performance;
  • divisional performance (where applicable); and
  • Blue Label performance.

Gatekeeper conditions are in place. Individual metrics are limited to five KPIs and must be verifiable and challenging. The following financial measures will be applied in determining the STIP for Blue Label head office and Executive Directors:

  • normalised EBITDA; and
  • core HEPS.

The following financial measure will be applied in determining the STIP at divisional levels:

  • divisional NPAT; and
  • Blue Label normalised EBITDA and core HEPS.

Further details on targets can be found in the Remuneration policy.

Cash-based sign-on awards and retention bonuses are assessed on a case-by-case basis in line with policy.

Conditional shares are offered under the 2024 CSP plan.

The following metrics apply:

  • core HEPS compounded cumulatively over three years;
  • return on capital employed;
  • strategy-focused balanced scorecard measure which is linked to the execution of critical strategic milestones;
  • ESG performance scorecard; and
  • individual KPIs.

Individualised employee engagement, development and growth.

Fixed annual remuneration

FAR is a critical component in attracting and retaining top talent, considering factors such as skills, experience, potential, and value contribution. The components of guaranteed fixed remuneration include:

  • cash salary;
  • medical aid benefits;
  • allowances; and
  • disability and death benefits.

To ensure we offer competitive remuneration, we utilise industry- and country-relevant benchmarks provided by Korn Ferry. Fair and competitive compensation is essential to maintaining our position as an employer of choice.

Annual salary review process

Blue Label's annual salary review process allows management to recognise performance and adjust salaries in line with market trends and organisational affordability. Performance-based salary increases are implemented each June. We aim to differentiate between non-performance, average performance, and exceptional performance. For 2025, the Committee has mandated salary increases of up to 6%. However, higher increases may be awarded in exceptional cases to retain critical skills, high-performing talent, or when a role has expanded in scope and responsibility.

Short-term incentive plan

Our STIP rewards the achievement of key short-term objectives, combining both financial and non-financial metrics. In addition to financial performance, the STIP encourages self-development, developing others, and contributing to the economic development of the communities we serve. Reflecting our entrepreneurial spirit, targets are challenging and align individual KPIs with divisional and overall Blue Label performance, as well as shareholder interests.

We have also introduced special-purpose short-term variable remuneration arrangements designed to attract and retain high-potential talent with scarce skills, offering managers greater flexibility in exceptional cases.

For 2025, the focus for Executive Directors will remain on achieving performance that surpasses targets:

  • Individual goals will account for 20% of the STI. The key objectives for Executive Directors in 2025 are:
    • overall performance of Blue Label;
    • meeting facility targets with the banks;
    • achieving black economic empowerment (BEE) targets;
    • strengthening risk management and Compliance;
    • enhancing customer relationships and retention
  • Blue Label's financial performance will account for the remaining 80% of the STIP:
    • Normalised EBITDA; and
    • Core HEPS.

The thresholds and maximum payouts for Executive Directors are structured as follows:

  • For the CEOs, the threshold is set at 80% of FAR, with a target payout at 100% of FAR, and a maximum payout of 150% of FAR.
  • For the Financial Director (FD), the threshold is set at 50% of FAR, with a target payout at 70% of FAR, and a maximum payout of 100% of FAR.

Executive Directors' STIP metrics for 2025#

Metrics Threshold Target Stretch*
KPIs (20%) Individual** Pro rata of target Specific No stretch
Payout % of FAR 16% — CEOs
10% — FD
20% — CEOs
14% — FD
20% — CEOs
14% — FD
Normalised EBITDA (40%) Group 20% under performance of
2025 business plan
2025 business plan 20% over performance of
2025 business plan
Payout % of FAR 32% — CEOs
20% — FD
40% — CEOs
28% — FD
65% — CEOs
43% — FD
Core HEPS (40%) Group 20% under performance of
2025 business plan
2025 business plan 20% over performance of
2025 business plan
Payout % of FAR 32% — CEOs
20% — FD
40% — CEOs
28% — FD
65% — CEOs
43% — FD
# The bonus is calculated per metric. The value awarded to financial metrics will be a weighted average of scores attained versus target and pro-rated applying linear interpolation.
* Performance in excess of target will not automatically result in paying a bonus in excess of target, and the final award outcome is subject to the Committee's discretion, further subject to the applicable capping at stretch performance.
** The maximum award of individual KPIs is at target. Linear interpolation applies between threshold and target performance. Specific targets for each of the objectives listed above are agreed with executives in line with the goals listed above.

The Committee will be guided by prevailing economic conditions and will conduct an annual review of the performance targets, ensuring that the most relevant metrics are selected each year.

Executive Directors' composition of 2025 total remuneration

*   Conditional share plan vesting in August 2027.

Long-term incentive plan

Blue Label's LTIP aligns employee incentives with shareholder interests by rewarding performance that supports the Company's strategic objectives and fosters long-term shareholder value creation. Additionally, the CSP aims to retain employees with scarce or critical skills. The Committee, through consultations with shareholders and guidance from market benchmark reviews conducted by external consultants, has established criteria for the CSP to ensure that the interests of all stakeholders are appropriately addressed.

These criteria may be reviewed and adjusted in the future following further shareholder engagement. LTIP awards are granted annually after the completion of our performance and pay reviews and are subject to the necessary governance and approval processes. All awards vest over a three-year period from the date of grant.

Employees on a performance improvement plan are ineligible for participation.

ASPECT
DESCRIPTION
Nature

Blue Label's LTIP is operated as a conditional share plan. The 2024 CSP will be used going forward. The 2024 CSP terms are therefore set out below.

Eligibility

Eligibility based on:

  • senior leadership;
  • talent key to driving business strategy;
  • retention of talent with high-potential and/or critical skills; and
  • transformation objective.
Allocation methodology

Allocation awards for Executive Directors are currently as follows:

  • 50% of FAR for the CEOs achieving target, with a threshold of 36% of FAR and a maximum of 70% of FAR; and
  • 50% of FAR for the FD achieving target, with a threshold of 36% of FAR and a maximum of 70% of FAR.

Allocation awards for management are currently as follows:

  • 25% of FAR for management achieving target, with a threshold of 18% of FAR and a maximum of 35% of FAR.
Performance conditions

Refer to the table that follows for 2025 performance metrics, weightings and associated targets.

  • 60% of LTI award is measured on financial criteria;
  • 20% of LTI award is measured on strategic criteria; and
  • 20% of LTI award is measured on non-financial criteria.
Performance period Three years.
Vesting period and profile Three years from the date of the award. Cliff vesting applies.
Plan limits Under the 2024 CSP, there are no plan limits as all awards will be settled with shares purchased off the market. Therefore, the scheme is not dilutive.
Termination of employment

Bad leavers: In cases of resignation or dismissal prior to vesting, all unvested awards are forfeited.

Good leavers: In cases of retrenchment, death, ill health, disability of any other reason, a portion of unvested awards, or such greater portion as the Board may determine in its absolute discretion, shall vest and be settled upon the date of termination of employment, pro-rated for time served between the award date and the date of termination, as well as for the extent to which performance has been achieved over the relevant period.

Retirement: Participants shall be entitled to the same rights and be subject to the same conditions as if they had continued to be an employee, unless the Board/Committee decides otherwise.

Group LTIP metrics for 2025*

Metrics Threshold Target Stretch
Core HEPS (30%) (compounded cumulatively over three years) Group CPI CPI + 2% CPI + 4%
Vesting % 21.6% 30% 45%
ROCE (30%) (compared to WACC over the three-year period not compounded)** Group ROCE greater than or equal to WACC over three years ROCE greater than or equal to WACC + 1% over three years ROCE greater than or equal to WACC + 2% over three years
Vesting % 21.6% 30% 45%
Strategy-focused balanced scorecard (20%) Group Linked to strategic milestones Linked to strategic milestones Linked to strategic milestones
Vesting % 14.4% 20% 30%
ESG (10%) (specific ESG metrics***) Group Pro rata of target Specific No stretch
Vesting % 7.2% 10% 10%
Individual KPIs (10%)*** Group Pro rata of target Specific No stretch
Vesting % 7.2% 10% 10%
* The Committee may review metrics and targets post-2025 for new awards to ensure they are relevant. The LTIP is calculated per metric. The value awarded to financial metrics will be a weighted average of scores attained versus target. All metrics will be assessed and vest on a pro rata basis applying linear interpolation basis (ESG and individual KPIs cannot vest above target).
** ROCE is calculated using the following formula:
ROCE = Net operating profit (EBIT)/Capital employed. Capital employed = total assets — current liabilities (excluding interest-bearing borrowings). The Committee will review any prior year impairments to assess if adverse outcomes have occurred, and if so, make the necessary adjustments to the capital employed number such that the average performance is a more accurate indication to shareholders over the measurement period.
*** ESG and individual KPIs cannot vest above target, as indicated by the vesting percentages in the table above.

As noted in section 1, Blue Label continues to engage with REMchannel and PwC to review its remuneration policy and variable remuneration practices. In the coming year we will continue with the formal analysis to assess the participants of the long-term incentive plan. This analysis will determine which participants should remain on the equity-settled long-term incentive plan (conditional share plan) and which should transition to a similar cash-settled structure.

Malus and clawback provision

The malus and clawback provisions prevent excessive risk-taking by discouraging executives from misrepresenting Company earnings to inflate variable pay. This provision applies to both vested and unvested "at-risk" remuneration, covering STIP and LTIP awards made from June 2019 and September 2019 onward, respectively. It can be enforced up to 10 years after a trigger event and is applicable to the financial year ended 31 May 2020, and each financial year thereafter.

The Board, based on the Committee's recommendation, may adjust (malus) unvested awards or recover (clawback) vested "at-risk" remuneration if it is determined that an employee has materially contributed to, or is responsible for, the need to restate financial results. This provision does not apply if the restatement is due to changes in accounting standards or interpretations approved by Blue Label's auditors.

The CEOs or Company Secretary must notify the Committee and Board Chairpersons of any potential 'trigger' events under this policy as soon as practical. If the CEOs or Company Secretary are involved in the event, the Head of Group Risk and Compliance will notify the Chairpersons.

Before recommending to the Board any action under the malus and clawback provisions, the Committee will:

  • review the situation to assess the impact of the misstatement;
  • determine the employee's involvement and level of responsibility regarding the trigger; and
  • notify the employee in writing of the intended actions, allowing them fifteen working days to respond.

Having completed an investigation and following due process, the Board, on advice from the Committee, may decide to clawback, cancel or adjust any vested or unvested STIP or LTIP awards, where they are not satisfied that an award is appropriate or warranted due to exceptional circumstances.

Minimum shareholding requirements for Executive Directors

To align the interests of Executive Directors with shareholders and promote long-term commitment, Executive Directors must accumulate a prescribed minimum shareholding within five years from September 2019. Joint CEOs are required to accumulate shares equivalent to two times their fixed annual remuneration, while the FD must accumulate shares equivalent to one times his fixed annual remuneration.

Our joint CEOs own a significant shareholding in Blue Label, and we will continue to review this.

Executive Directors' service contracts

The service contracts for the following Executive Directors will expire on 4 November 2025 and are subject to renegotiation. Should the Joint CEOs' employment be terminated for whatever reason, a restraint clause will apply. There are no contractual termination benefits, including restraint of trade payments, for the Executive Directors:

  • BM Levy
  • MS Levy
  • DA Suntup

Termination arrangements

Conditions of employment are comparable to those companies in our sector. In ordinary practice, no special or extraordinary conditions are applicable to senior executives. Exceptions may exist because of acquisitions and these must be reviewed and signed off by the Board and Remco.

There are currently no agreements in place that provide for ex gratia or other lump sum payments to executives on severance or retirement. Termination arrangements paid to Executive Directors or prescribed officers under a mutual separation arrangement will be considered and approved by the Remuneration Committee on a case by case basis. These decisions will be made in line with the Company's remuneration policy, considering the circumstances of each case and ensuring fairness and compliance with best governance practices.

Treatment of any unpaid bonus or unvested LTIP awards, will be dealt with in accordance with the Company's remuneration policy and applicable plan rules and will in all instances be subject to Group Remco and Board oversight and approval.

Non-Executive Director remuneration

The fees for the Group Chairman and Non-Executive Directors reflect their specific responsibilities, including membership on the Board and, where applicable, relevant Committees. Non‑Executive Directors do not receive performance-related remuneration or employee benefits. For 2024, a 7% increase in NED fees was approved at the 2023 AGM. A 6% increase for 2025 will be proposed at the November AGM for approval by shareholders.

Non-binding advisory vote

Shareholders are requested to cast a non-binding advisory vote on the remuneration policy contained in section 2 of this report during the AGM.

SECTION 3

Implementation report

Short-term incentive bonus

Executive Directors

The performance metrics and weightings for Executive Directors, relating to the STIP for the year ended 31 May 2024, were 20% for individual goals and 80% for financial targets, of which 40% related to normalised EBITDA and 40% to core HEPS, both of which were based on the achievement of the 2024 business plan.

For the joint CEOs, achievement of threshold is calculated at 80% of FAR, target at 100% of FAR and a maximum payout at 150% of FAR. For the Financial Director, achievement of threshold is calculated at 50% of FAR, target at 70% of FAR and a maximum payout at 100% of FAR.

Individual goals (KPIs) — 20%

The individual goals set for the Executive Directors related to Blue Label's overall performance, facility targets with lenders, including debt to equity covenant ratios, succession planning and BEE targets.

Regarding Blue Label's overall performance, the decline in earnings compared to the 2024 business plan was primarily due to the extended working capital support provided to Cell C by both The Prepaid Company and CEC, which exceeded the levels anticipated in the business plan. This resulted in a larger-than-expected reduction in Blue Label's profits, driven by the cessation of certain rebates, a reduction in discounts from Cell C, and additional finance costs incurred.

All conditions and repayments pertaining to the banking facilities entered into with the banking consortium, post the recapitalisation of Cell C, have been met and no defaults have occurred.

Furthermore, in December 2023, CEC concluded a new working capital facility arrangement with African Bank Limited for an amount of up to R1.9 billion.

As part of the recapitalisation transaction of Cell C, and to further assist with their working capital requirements, The Prepaid Company purchased R1.2 billion of additional prepaid airtime through four quarterly payments of R300 million each. Instead of securing additional short-term working capital facilities with the banking consortium to fund these requirements for Cell C, management, through CEC, sold a portion of its handset receivable book to financial institutions. This approach allowed the company to fulfil its commitment at a lower cost of funding.

A succession planning strategy was implemented whereby critical positions within the organisation were identified and action plans were developed to enable key individuals to assume those positions, if required, across all subsidiaries and occupational levels.

Blue Label maintained a B-BBEE scorecard compliant level 4.

Financial targets — 80%

The financial metrics for the financial year ended 31 May 2024 were normalised EBITDA and core HEPS.

The target short-term incentive bonus payout percentage for the financial year ended 31 May 2024 was linked to the 2024 business plan for achieving specific financial metrics. Normalised EBITDA and core HEPS on-target performance were aligned with the 2024 business plan, with threshold and stretch performance set at 20% below and above the 2024 business plan, respectively.

As is consistent with the prior year, the measurement of normalised EBITDA and core HEPS in Blue Label's 2024 short-term incentive performance scorecard have been adjusted to consider the IFRS impact of the Cell C recapitalisation event, including the sale of a portion of the handset receivable book by CEC, and the learnership programmes.

The group did not meet the threshold performance set for core HEPS. The performance for normalised EBITDA was between threshold and target.

The performance metrics for Executive Directors, relating to the STIP for the year ended 31 May 2024, is illustrated in the table:

Executive Directors' STIP metrics#

Metrics Threshold Target Stretch* Actual performance and pro rata payout % achieved
KPIs (20%) Individual ** Pro rata of target Specific No stretch All targets relating to individual performance were achieved
Payout % of FAR 16% — CEOs
10% — FD
20% — CEOs
14% — FD
20% — CEOs
14% — FD
20% — CEOs
14% — FD
Normalised EBITDA (40%) Group 20% under performance against 2024 business plan 2024 business plan 20% over performance
against 2024 business plan
Fell short by less than 20% against 2024 business plan
Payout % of FAR 32% — CEOs
20% — FD
40% — CEOs
28% — FD
65% — CEOs
43% — FD
37% — CEOs
25% — FD
Core HEPS (40%) Group 20% under performance against 2024 business plan 2024 business plan 20% over performance
against 2024 business plan
Fell short by greater than 20% against 2024 business plan
Payout % of FAR 32% — CEOs
20% — FD
40% — CEOs
28% — FD
65% — CEOs
43% — FD
0% — CEOs
0% — FD
Total payout % of FAR 80% — CEOs
50% — FD
100% — CEOs
70% — FD
150% — CEOs
100% — FD
57% — CEOs
39% — FD
# The bonus is calculated per metric. The value awarded to financial metrics was a weighted average of scores attained versus target and pro-rated applying linear interpolation.
* Performance in excess of target will not automatically result in paying a bonus in excess of target, and the final award outcome is subject to the Committee's discretion, further subject to the applicable capping at stretch performance.
** The maximum award of individual KPIs is at target. Linear interpolation applies between threshold and target performance.

With reference to the above, the total payout percentage of FAR equated to 57% for the Joint CEOs and 39% for the Financial Director.

The bonuses awarded to the three Executive Directors, amounted to R15.704 million, of which R6.649 million was payable to each joint CEO and R2.406 million to the Financial Director.

Prescribed officers

For prescribed officers, achievement of threshold is calculated at 25% of FAR, target at 50% of FAR and a maximum payout at 75% of FAR.

The performance metrics for JS Newman, relating to the STIP for the year ended 31 May 2024, were 40% for Individual goals and 60% for financial targets, of which 30% related to normalised EBITDA and 30% to core HEPS, both of which were based on the achievement of the 2024 business plan.

This is illustrated in the table that follows:

Group prescribed officer STIP metrics#

Metrics Threshold Target Stretch* Actual performance and pro rata payout % achieved
KPIs (40%) Individual ** Pro rata of target Specific No stretch All targets relating to individual performance
were achieved
Payout % of FAR 10% 20% 20% 20%
Normalised EBITDA (30%) Group 20% under performance against 2024 business plan 2024 business plan 20% over performance against 2024 business plan Fell short by less than 20% against 2024 business plan
Payout % of FAR 7.50% 15% 27.50% 12%
Core HEPS (30%) Group 20% under performance against 2024 business plan 2024 business plan 20% over performance against 2024 business plan Fell short by greater than 20% against 2024 business plan
Payout % of FAR 7.50% 15% 27.50% 0%
Total payout % of FAR 25% 50% 75% 32%
# The bonus is calculated per metric. The value awarded to financial metrics was a weighted average of scores attained versus target and pro-rated applying linear interpolation.
* Remco discretion to be applied for performance above target.
** The maximum vesting of individual KPIs is at target. Linear interpolation applies between threshold and target performance.

With reference to the above, the total payout percentage of FAR equated to 32% for JS Newman. The bonus awarded amounted to R1.656 million.

The performance metrics for GB Levin, relating to the STIP for the year ended 31 May 2024, were 20% for Individual goals and 80% for financial targets, of which 60% was linked to divisional financial targets and 20% to Blue Label financial targets. Of the 20% Blue Label financial targets, 10% related to normalised EBITDA and 10% to core HEPS, both of which were based on the achievement of the 2024 business plan. GB Levin was eligible for a bonus of 14%, but the Remuneration Committee exercised discretion to award a bonus of 16.67%, totalling R886 321.

LONG-TERM INCENTIVE PLAN

The long-term incentive plan related to the allocation of shares in 2021, which vested on 30 August 2024. The financial measurement was for the period 1 June 2021 to 31 May 2024 with the following vesting outcomes:

Amount paid to
Performance metric Threshold
72%
Actual performance Weighting BM Levy
R'000
MS Levy
R'000
DA Suntup
R'000
GB Levin
R'000
Long-term incentive plan (2021 Conditional
share plan vested 30 August 2024)*
Environmental, social and governance and individual performance measures (100%) Specific
ESGs**
and KPIs#
Threshold 72.00% 3 037 3 037 1 609 2 326
Total vesting related to performance conditions 72.00% 3 037 3 037 1 609 2 326
* None of the financial metrics (HEPS and ROCE) met target performance, as a result, following the communication in the 2023 remuneration report, the awards were assessed based on threshold performance of ESG and KPI measures only.
# Refer to the above for executive key performance measures.
** The ESG metrics according to which performance was measured in terms of the LTI (over three years — 2022, 2023 and 2024 are set out below:
ESG metrics Description Performance outcomes achieved by management
Transformation and leadership development Promote the development and advancement of under-represented groups
  • 15% of candidates nominated for leadership development were equity candidates
  • Promoted two equity employees to senior management and two female employees to top management
Enterprise and socio-economic development Participate in identified social and ethics initiatives
  • Enabled Masibabane College in Orange farm to transition to a STEM-enabled school (assisted the school with support to during load shedding and online education)
  • Provided solar units to 100 merchant stores to operate during load shedding
  • Invested in a sustainable clean water project, to assist identified KZN communities with clean, running water
B-BBEE scorecard Improve B-BBEE scorecard level
  • Improved three levels in 2022 to Level 4, exceeding the target by one level
  • Resulted in savings of R8 million for the Company in 2023 and R19.3 million in 2024
Management control (element
of B-BBEE scorecard)
Support three-year equity plan
  • Supported employment equity by appointing an African female to the Company's Board (improvement of four points in 2023)
  • Disabled learnerships were introduced
Compliance and risk management Improve compliance and risk management in line with the Company framework
  • Senior compliance officer was appointed to strengthen the Company's risk and compliance strategy
Social economic development
investment
Support socio-economic development in communities
  • Registered learners in in SETA-accredited training programmes through the BluTrain initiative in 2023
  • Invested 1.5% of Company's net profit after tax in the SED project (through the Trust Blu Foundation) during 2023
Job creation Create employment opportunities
  • Started the U-Belong initiative to support job creation and employed 170 learners through the Trust
    Blu Foundation in 2024

The long-term incentive plan related to the allocation of shares in 2020, which vested on 31 August 2023. The financial measurement was for the period 1 June 2020 to 31 May 2023 with the following vesting outcomes:

  Amount paid to*
Performance metric Threshold
72%
Target
100%
Stretch
140%
Actual
performance
Weighting BM Levy
R'000
MS Levy
R'000
DA Suntup
R'000
GB Levin
R'000
Long-term incentive plan (2020 Conditional
share plan vested 31 August 2023)
Growth in core HEPS (30%) CPI + 5% CPI + 10% CPI + 15% Above threshold 27.99% 1 405 1 405 744 303
Shareholder returns (30%) JSE Capped
All share
Index
JSE Capped All Share Index Return + CPI + 5% JSE Capped All Share Index Return + CPI + 15% Above target 36.86% 1 849 1 849 979 399
Return on capital employed (20%) Greater than or equal to WACC Greater than or equal to WACC
+ 2.5%
Greater than or equal to WACC + 5% Above target 24.29% 1 219 1 219 646 263
Environmental, social and governance (20%) Specific ESGs Specific ESGs Specific ESGs Target 20.00% 1 004 1 004 532 217
Total vesting related to performance conditions included in 2024 total single figure of remuneration 109.14% 5 477 5 477 2 901 1 182

*   JS Newman, a prescribed officer, was employed in September 2021 after the award date and as such did not participate in the 2020 Conditional share plan.

The growth in core headline earnings per share over the three-year period fell short of the target, resulting in a vesting percentage of 27.99% out of the total target vesting percentage of 30% for the Executive Directors and senior management of both the head office and subsidiary companies.

BLT's share price, calculated using a 20-day VWAP for the years ended 31 May 2023 and 31 May 2020, was R3.86 and R2.35 respectively. This resulted in a TSR of 64% over the three-year period, compared to a growth of 48% in the JSE Capped All Share Index during the same period. The TSR, over the three-year period, was therefore achieved at a stretch level on a pro rata basis, resulting in a vesting percentage of 36.86%.

The average weighted ROCE over the three-year performance period was 18.78%, surpassing BLT's on-target WACC + 2.5% over three years of 17.44%. The ROCE metrics for the three-year period were attained at the stretch level, leading to a pro rata vesting percentage of 24.29%.

In the above calculation, Blue Label has excluded the financial impact of the recapitalisation transaction of Cell C. Consequently, this calculation reflects the ROCE for the BLT Group, with Cell C excluded.

Management achieved on-target performance for the ESG targets set for the performance period.

Tables of single total figure of remuneration for 2024

The single total figure of remuneration disclosure is based on the IoDSA and SARA application guidance issued in November 2017 on remuneration disclosure in accordance with King IV and presents the remuneration for the Executive Directors and prescribed officers of Blue Label. The comparative information has been presented in a manner consistent with the current year's presentation.

Executive Directors and prescribed officers' remuneration for the year ended 31 May 2024 Explanatory
notes
BM Levy
R'000
MS Levy
R'000
DA Suntup
R'000
GB Levin
R'000
JS Newman*
R'000  
Total
R'000
Fixed remuneration 11 701 11 701 6 198 5 318 5 172   40 090
Other benefits 36 240 —   276
2024 short-term incentive bonus 1 6 649 6 649 2 406 886 1 656   18 246
2021 conditional share plan 2 2 488 2 488 1 318 1 905 550   8 749
Single total figure of remuneration 20 838 20 838 9 958 8 349 7 378   67 361
1. Based on the performance for the period ended 31 May 2024 to be paid in the following financial year.
2. Calculated using a share price of R4.30 as at 31 May 2024, vesting at 72% as a result of outcomes over the three-year performance period ended 31 May 2024, to be settled in the following financial year. No dividends were applicable to the 2021 conditional share plan.
   
* Resigned 26 August 2024

 

  

Executive Directors and prescribed officers' remuneration for the year ended 31 May 2023 Explanatory
notes
BM Levy
R'000
MS Levy
R'000
DA Suntup
R'000
GB Levin
R'000
JS Newman*
R'000  
Total
R'000
Fixed remuneration 10 936 10 936 5 792 4 970 4 833   37 467
Other benefits 206 —   206
2023 short-term incentive bonus 1 10 396 10 936 4 054 2 417   28 343
2020 conditional share plan 2 6 008 6 008 3 182 1 296 —   16 494
Single total figure of remuneration 27 880 27 880 13 028 6 472 7 250   82 510
1 Based on the performance for the period ended 31 May 2023, to be paid in the following financial year
2 Calculated using a share price of R3.62 as at 31 May 2023, vesting at 109.14% as a result of outcomes over the three-year performance period ended 31 May 2023, to be settled in the following financial year. No dividends were applicable to the 2020 conditional share plan.
   
* Resigned 26 August 2024

Compliance with policy

The Remuneration and Nomination Committee is satisfied that the remuneration and reward policy has been complied with for the year under review in so far as executive management is concerned.

Termination of office

No payments were made on termination of employment to any members of executive management during the financial year ended 31 May 2024.

Forfeitable share scheme — granted and unvested instruments

Issue
date
Issue
price
R
Vesting
date
Awards outstanding as at the beginning of the year Numberof shares awarded duringthe year(1) Awards forfeited during the year Awards vested during the year Balance as at the end of the year Fair value at vesting date
R'000
Fairvalueat 31 May 2024(2)
R'000
FORFEITABLE SHARE SCHEME
For the year ended 31 May 2024
Executive Directors
BM Levy 1 September 2020 3.20 31 August 2023 1 520 776 138 999 (1 659 775) 5 477
BM Levy 6 April 2022 6.42 30 August 2024 803 501 803 501 3 455
BM Levy 1 September 2022 6.25 29 August 2025 874 878 874 878 3 762
BM Levy 23 October 2023 3.22 31 August 2026 1 817 001 1 817 001 7 813
3 199 155 1 956 000 (1 659 775) 3 495 380 5 477 15 030
MS Levy 1 September 2020 3.20 31 August 2023 1 520 776 138 999 (1 659 775) 5 477
MS Levy 6 April 2022 6.42 30 August 2024 803 501 803 501 3 455
MS Levy 1 September 2022 6.25 29August2025 874 878 874 878 3 762
MS Levy 23 October 2023 3.22 31August2026 1 817 001 1 817 001 7 813
3 199 155 1 956 000 (1 659 775) 3 495 380 5 477 15 030
DA Suntup 1 September 2020 3.20 31 August 2023 805 462 73 619 (879 081) 2 901
DA Suntup 6 April 2022 6.42 30 August 2024 425 565 425 565 1 830
DA Suntup 1 September 2022 6.25 29 August 2025 463 369 463 369 1 992
DA Suntup 23 October 2023 3.22 31 August 2026 962 354 962 354 4 138
1 694 396 1 035 973 (879 081) 1 851 288 2 901 7 961
Prescribed officers
GB Levin 1 September 2020 3.20 31 August 2023 328 125 29 991 (358 116) 1 182
GB Levin 6 April 2022 6.42 30 August 2024 615 300 615 300 2 646
GB Levin 1 September 2022 6.25 29 August 2025 198 801 198 801 855
GB Levin 23 October 2023 3.22 31 August 2026 412 882 412 882 1 775
1 142 226 442 873 (358 116) 1 226 983 1 182 5 276
JS Newman3 6 April 2022 6.42 30 August 2024 177 570 177 570 764
JS Newman3 1 September 2022 6.25 29 August 2025 193 344 193 344 831
JS Newman3 23 October 2023 3.22 31 August 2026 401 549 401 549 1 727
370 914 401 549 772 463 3 322
Issue 
date
 
Issue 
price 
R
 
Vesting 
date
 
Awards  outstanding  as at the  beginning of  the year  Number of  shares  awarded  during the  year(1) Awards  forfeited  during the  year  Awards  vested  during the  year  Balance as at  the end  of the year  Fair value at  vesting date 
R'000
 
Fair value at  31 May 2023(2)
R'000 
 
FORFEITABLE SHARE SCHEME PER DIRECTOR PER DIRECTOR  
For the year ended 31 May 2023 
BM Levy  18 November 2019  2.55  31 August 2022  1 908 425  258 210  —  (2 166 635) —  14 083  — 
BM Levy  01 September 2020  3.20  31 August 2023  1 520 776  —  —  —  1 520 776  —  5 505 
BM Levy  06 April 2022  6.42  30 August 2024  803 501  —  —  —  803 501  —  2 909 
BM Levy  01 September 2022  6.25  29 August 2025  —  874 878  —  —  874 878  —  3 167 
4 232 702  1 133 088  —  (2 166 635) 3 199 155  14 083  11 581 
MS Levy  18 November 2019  2.55  31 August 2022  1 908 425  258 210  —  (2 166 635) —  14 083  — 
MS Levy  01 September 2020  3.20  31 August 2023  1 520 776  —  —  —  1 520 776  —  5 505 
MS Levy  06 April 2022  6.42  30 August 2024  803 501  —  —  —  803 501  —  2 909 
MS Levy  01 September 2022  6.25  29 August 2025  —  874 878  —  —  874 878  —  3 167 
4 232 702  1 133 088  —  (2 166 635) 3 199 155  14 083  11 581 
DA Suntup  18 November 2019  2.55  31 August 2022  1 010 776  136 758  —  (1 147 534) —  7 459  — 
DA Suntup  01 September 2020  3.20  31 August 2023  805 462  —  —  —  805 462  —  2 916 
DA Suntup  06 April 2022  6.42  30 August 2024  425 565  —  —  —  425 565  —  1 541 
DA Suntup  01 September 2022  6.25  29 August 2025  —  463 369  —  —  463 369  —  1 677 
2 241 803  600 127  —  (1 147 534) 1 694 396  7 459  6 134 
Prescribed officers 
GB Levin  18 November 2019  2.55  31 August 2022  318 400  43 080  —  (361 480) —  2 350  — 
GB Levin  01 September 2020  3.20  31 August 2023  328 125  —  —  —  328 125  —  1 188 
GB Levin  06 April 2022  6.42  30 August 2024  615 300  —  —  —  615 300  —  2 227 
GB Levin  01 September 2022  6.25  29 August 2025  —  198 801  —  —  198 801  —  720 
1 261 825  241 881  —  (361 480) 1 142 226  2 350  4 135 
JS Newman3  06 April 2022  6.42  30 August 2024  177 570  —  —  —  177 570  —  643 
JS Newman3  01 September 2022  6.25  29 August 2025  —  193 344  —  —  193 344  —  700 
177 570  193 344  —  —  370 914  —  1 343 
1 Additional November 2019 awards resulting from outperformance targets pertaining to the performance period ended 31 May 2022, and additional September 2020 awards resulting from outperformance of targets pertaining to the performance period ended 31 May 2023.
2 The estimated fair value for the CSPs was determined based on the number of shares initially awarded based on the spot rate of R3.62 and R4.30 for 2023 and 2024, respectively. It does not take into account the outcome of performance criteria.
3 Resigned 26 August 2024.

Non-Executive remuneration

2024
R'000
2023
R'000
Non-Executive Directors
LM Nestadt 2 486 2 323
KM Ellerine* 720
GD Harlow** 722
H Masondo*** 507
NP Mnxasana 835 760
JS Mthimunye 1 358 1 274
LE Mthimunye**** 1 212 632
SJ Vilakazi 1 223 1 102
PL Zim***** 514
7 621 8 047

* Resigned 5 June 2023.

** Resigned 19 October 2022.

*** Appointed 1 August 2023.

**** Appointed 1 November 2022.

***** Resigned 22 February 2023.

The proposed fees payable to Non-Executive Directors are set out below:

Current fee
fee
2024
R
Proposed  
fee  
2025*
R  
Services as Directors
– Chairman of the Board (per annum) 2 296 446 2 434 232  
– Board members (per annum) 506 569 536 963  
Audit, Risk and Compliance Committee
– Chairman (per annum) 459 289 486 846  
– Member (per annum) 283 678 300 699  
Remuneration and Nomination Committee
– Chairman Remuneration (per annum) 270 170 286 380  
– Chairman Nomination (per annum) 189 119 200 466  
– Member (per annum) 162 102 171 828  
Investment Committee
– Chairman (per annum) 270 170 286 380  
– Member (per annum) 162 102 171 828  
Transformation, Social and Ethics Committee
– Chairman (per annum) 162 102 171 828  
– Member (per annum) 101 314 107 393  
Ad hoc Committee
– Chairman (per meeting) 60 789 64 436  
– Member (per meeting) 36 472 38 660  

*   A 6% increase for 2025 will be proposed at the November AGM for approval by shareholders.

SJ VILAKAZI

Chairman

30 September 2024