Governance philosophy and approach

ENTREPRENEURSHIP AND INNOVATION UNDERPINNED BY GOOD GOVERNANCE

Blu Label’s philosophy is that good corporate governance provides an essential platform to achieve its strategic objectives by pursuing an entrepreneurial and innovative ethos. The Board recognises that good corporate governance is about effective and responsible leadership that rests on ethical values.

KING IV AND BLU LABEL

Blu Label favours the outcomes-based approach of King IV, which focuses on the quality of governance outcomes and not simply on a structural and compliance approach. The Board applies the King IV principles to continuously review, revitalise and streamline its governance structures and practices per the Group’s requirements. The most appropriate recommended practices and adaptations have been applied to achieve King IV’s outcomes-based principles.

The Board Charter and subcommittee terms of reference and work plans have been substantially aligned with King IV practices and policies. Practices and policies are continuously reviewed and enhanced to ensure appropriateness and robustness, as outlined throughout this report.

The disclosure requirements of King IV have been provided throughout this report , and Blu Label’s governance philosophies, structures, practices, and outcomes in adopting and embracing the principles of King IV have been explained.

CURRENT YEAR BOARD FOCUS AND FUTURE FOCUS

In 2025, the Board maintained its strategic focus on simplifying the Group structure, strengthening the balance sheet, and unlocking long-term value. Key priorities included progressing the Group’s capital restructuring initiatives, driving improved cash generation, and positioning Blu Label to capitalise on platform-led growth opportunities, including the anticipated value unlock through a potential Cell C listing. These efforts aim to enhance shareholder returns and create a more agile, focused business.

The Board and its Committees allocated significant effort to closely monitor improvements in governance, risk management, the control environment, liquidity, and cost management at Cell C. The Board also devoted much energy to improving the Blu Label Group’s governance, regulatory, capital allocation, compliance, and security protocols.

Building on the foundational ESG gap analysis and materiality assessment undertaken in 2023, we have made meaningful strides in embedding sustainability into our governance, strategy, and risk frameworks. During the year under review, we strengthened the integration of ESG considerations into performance management, including remuneration structures, and enhanced our oversight and reporting processes.

Our sustainability journey – aligned to global and local best practices and regulatory developments – continues to evolve, and we remain committed to transparent, credible disclosure across all material ESG dimensions, as detailed in this report.