Social and Ethics Committee report

During the year, the committee continued to oversee the group’s performance in the areas of ethics, corporate citizenship, sustainability, stakeholder engagement and transformation. Our focus was to further strengthen the group’s ethical culture, monitoring compliance with relevant legislation and governance codes and promoting responsible corporate behaviour across all operating entities.

The committee is satisfied that the group maintained good standards of integrity and accountability during the year and that management continues to embed sustainable and ethical practices in its operations.

Mandate and governance

The SEC is a statutory subcommittee of the board, established in accordance with the South African Companies Act, No. 71 of 2008, as amended, and guided by the King IV™ Report on Corporate Governance for South Africa (2016).

The Committee’s purpose is to assist the board in monitoring the group’s activities with regard to:

• Corporate citizenship and organisational ethics.
• Environmental, social and governance (ESG) performance.
• Stakeholder engagement (including employees, customers, communities and shareholders, where possible).
• Broad-based empowerment and transformation.
• Compliance with relevant legislation, regulations and codes of best practice.

The committee operates under a formal charter, which is reviewed annually to ensure continued relevance and alignment with regulatory and governance developments.

Composition and attendance

The Committee comprises four independent non-executive directors, all of whom bring diverse experience in governance, sustainability and stakeholder engagement.

The Chief Executive Officer, Chief Financial Officer and senior executives of key subsidiaries are invited to attend meetings, as is the Company Secretary, who acts as the committee secretary.

The committee met twice during the year, and agenda items were in line with the approved annual workplan.

Key activities and oversight during 2025

A. Human Rights and Social Investment

• Monitored compliance with the UN Global Compact Principles; no material breaches identified.
• Continued to support community development programmes, focusing on education, skills development and enterprise empowerment.
• Approximately R9.1 million invested in social initiatives benefiting multiple communities in the countries in which the group operates.
• Maintained focus on inclusive procurement and supplier development; local sourcing of non-stock products and services amounted to 35.6%.

B. Labour and Employee Well-being

• Reviewed human capital and transformation reports confirming alignment with legislation.
• Upheld freedom of association, collective bargaining and prohibition of forced or child labour.
• Enabled training opportunities in various areas of development to 96% of employees.

C. Environment and Sustainability

• Reviewed environmental sustainability plans and progress on climate and resource efficiency.
• Implemented sustainability initiatives that enhanced environmental performance metrics and supported the group’s commitment to responsible environmental stewardship and carbon footprint reduction.

D. Ethics, Governance and Anti-corruption

• Reviewed and approved updates to the group’s Code of Conduct.
• Monitored the ethics and fraud hotline; 12 reports received and 92% resolved with appropriate action, by the end of the year under review.
• No material incidents of corruption or fraud were reported.

Stakeholder engagement

The committee oversaw management’s stakeholder engagement activities and noted that the group maintained open communication with relevant stakeholders. Click here to read The stakeholder relationship report.

Committee self-assessment

In line with King IV^TM, the committee conducted an informal selfassessment of its effectiveness in the prior year. The evaluation confirmed that the committee operated effectively and fulfilled its responsibilities as set out in its charter. Areas for improvement include expanding ESG oversight training for members and refining reporting on social impact outcomes.

Focus areas for 2026

• Deepen integration of the ESG Roadmap into operational and strategic processes.
• Maintain ethics culture and ESG awareness across all levels of the organisation.
• Advance carbon reduction initiatives.
• Enhance supplier social compliance screening across the value chain.
• Expand our stakeholder reporting to improve transparency and accountability.
• Transition to King V^TM during 2026.
• Refine reporting on social impact outcomes.

Confirmation of compliance

The committee confirms that for the financial year ended 31 December 2025:

• It fulfilled statutory and delegated responsibilities in terms of the Companies Act, its charter and King IV^TM, as far as practical.
• The committee was appropriately constituted and met with sufficient frequency and duration to discharge its duties.
• No instances of material non-compliance or ethical breaches were brought to its attention.
• The committee relied on inputs from internal audit and external assurance providers for certain sustainability and ethics data.
• The Chairperson of the board and the CEO report to shareholders at the annual general meeting on the matters within its mandate in terms of Regulation 43(5)(c) of the Companies Regulations, 2011.

Conclusion

The committee is satisfied that the group continues to operate as a responsible corporate citizen, guided by sound ethical values and sustainable business principles. The committee remains committed to ongoing improvement in governance, transparency and the creation of long-term stakeholder value.

Bridgitte Mathews
Chairperson: Social and ethics committee

30 April 2026