Remuneration report

Shareholder engagement

As recommended by the King IV™ Report on Corporate Governance for South Africa, 2016 (King IV™), and required by the JSE Listings Requirements, CA&S Group presented its remuneration policy and the implementation report thereon to shareholders for non-binding advisory votes at its previous Annual General Meeting (AGM) held on 5 June 2025. Shareholders representing 89.87% of the total votes exercisable were in attendance, whether in person, by proxy or authorised representative, and the results of their voting were:

Shareholder comments

Composition of the committee and meeting attendance

The Remcom operates as a sub-committee of the board, convening bi-annually, or as frequently as may be required to, inter alia, approve remuneration policies and recommend fees for non-executive directors.

This committee provides the board with independent and objective oversight on crucial remuneration matters within the group.

The Remcom operates in terms of its board-approved charter. The charter is reviewed annually.

The Remcom’s mandate is to ensure that we establish and observe remuneration policies and practices that:

• Attract and retain individuals able to create enduring and sustainable value.
• Address remuneration risks.

In carrying out its mandate, the Remcom has unrestricted access to all the activities, records, property and employees of the company. In addition, the Remcom may access external legal or other independent professional advice to execute its responsibilities as detailed in its charter.

In line with the recommendations of King IV^{TM *}, the Remcom consists of three independent non-executive directors. The Remcom meets formally at least twice a year, after comprehensive prior consultation with management. The Remcom met twice during the 2025 financial year, on 14 March 2025 and 27 November 2025, respectively.

For the 2025 financial year, the members were:

DS Lewis (CEO) attends the Remcom meetings as a standing invitee and has no vote and is not present when issues affecting his own remuneration are discussed.

There were no changes to the composition of the committee during the financial year under review.

Despite JA Holtzhausen also being the Chairperson of the board, the board believes Johan to be the most suitable member to chair the committee and help the committee discharge its roles and responsibilities.

Activities of the committee and future areas of focus

The committee members ensure the group’s reward and remuneration policies are aligned as best possible to the recommendations of King IV™, the group’s value creation strategy, and the principles of fairness and competitiveness, as far as practical. The committee, on the board’s behalf:

• Approves and reviews annually the remuneration strategies and policies designed to attract, motivate and retain employees, senior management and directors.
• Oversees the remuneration and incentives of CA&S Group’s executive directors, senior executives and other employees at head office to ensure fairness to employees, the company, shareholders as well as other stakeholders.
• Provides guidance to the heads of unlisted companies forming part of the broader CA&S Group and approves the incentives of senior executives, as per the group incentive structure.
• Reviews and approves salary increases of the group.
• Develops and oversees the implementation and annual review of formal succession plans for the executive management.
• Establishes a formal and transparent process for nominating, electing and appointing members to the board.
• Ensures the nomination of directors for re-election by shareholders at the AGM is approved by the board as a whole.
• Ensures that the board consists of a majority of non-executive directors, with a majority of the non-executive directors being independent directors, and pursue racial, cultural, age, skills and gender diversity in line with targets according to the broader diversity policy.
• Reviews the group’s non-executive directors’ fees and makes appropriate recommendations to shareholders for approval thereof.
• Recommends the remuneration policy and implementation report to shareholders for approval thereof.

Remuneration focus areas for 2026

• Assess whether performance metrics continue to drive the desired behaviours and support strategic priorities.
• Evaluate the refinement of ESG-linked performance metrics in STIs, ensuring they are measurable, objective, and aligned with strategy.
• Review company policies to ensure that they remain current and relevant.
• Review pay-gap analyses and internal pay equity indicators.
• Obtaining approval from shareholders of the remuneration policy and the remuneration report and continue proactive engagement with shareholders regarding remuneration concerns raised.
• Continued review of succession planning and review remuneration structures for critical talent.
• Consider targeted retention mechanisms where appropriate.
• Consider and implement, if applicable, potential remuneration-related amendments in the Companies Act.

External advisors

During the 2025 financial year, the Remcom fully executed its duties in accordance with its charter, relevant legislation, regulation and governance standards. CA&S did not enlist the services of independent remuneration advisors during the year under review.

Policy statement

During the annual review of the remuneration policy, shareholder feedback was taken into consideration. The committee was of the opinion that the policy did not need further amendments over and above the amendments implemented in the prior year. The committee reviewed the weightings, targets, and vesting outcomes as part of its ongoing efforts to ensure that performance conditions are aligned to the company’s growth strategy and focus on creating sustainable shareholder value.

The Remcom believes that the remuneration policy will achieve its stated objective.

Johan Holtzhausen
Chairperson: Remuneration and nominations committee

30 April 2026

Remuneration strategy and philosophy

CA&S aims to align remuneration practices with its business strategies to deliver on its stated objective of sustainable long-term value creation for shareholders through a combination of share price appreciation and the payment of dividends.

The group’s head office is supported by members of the group’s executive committee (senior executives) and other senior management. The senior executives are CEOs or directors of subsidiaries of the CA&S Group. Their salaries and related expenses are borne by the subsidiaries where they are employed.

The Remcom has introduced an appropriate remuneration policy for the executive committee to help drive long-term decision-making to ultimately deliver on its stated objective.

CA&S has provided its shareholders with good returns over the past seven years since listing its shares on the open market. Sustainable value creation will always depend on, among other things, the group attracting and retaining the services of talented executives and employees. To achieve this, the group’s remuneration practices need to be appropriate and competitive.

The group’s most significant successes to date have been early-stage investments, the likes of CA Sales & Distribution, SMC Brands, PnS and Logico. As with any start-up business, it may take years to determine its success, and it will be imperative for management to maintain a long-term focus to help achieve this.

It would therefore be irrational to remunerate executives based on meeting short-term operational targets when making new investments. The policy has consequently been designed to suitably align the interests of employees with those of shareholders – if CA&S shareholders do well, the employees will do well, and vice versa.

Fair and responsible remuneration

Remuneration practices should always be fair and responsible to both the employee and the company (i.e. shareholders and other stakeholders), while continuously reporting thereon in a transparent manner. The Remcom takes cognisance of both local and international remuneration best practices to ensure that remuneration is fair and responsible to both the company (i.e. shareholders and other stakeholders) and the executives.

The company’s fair pay policy demonstrates its ongoing commitment to ensure that every CA&S employee is compensated fairly based on, inter alia, their skills, experience, and performance.

The group’s aim is to promote equitable compensation practices across all companies within CA&S, subject to each jurisdiction’s circumstances.

The principles of fair and responsible remuneration that the group follows are:

• Equity, Reasonability and Market Competitiveness
  We are committed to reasonability in our remuneration practices. We ensure that pay structures are clear and reasonable, and subject to benchmarking against industry standards, market rates and levels of employment, so that we remain competitive in attracting and retaining talent.
• Performance-based Compensation
  Employees are rewarded based on individual performance, contributions to team goals, and overall company success. Performance evaluations are conducted annually and form the basis for merit-based pay increases and bonuses.
• Non-discrimination
  We uphold a strict non-discrimination policy. Remuneration decisions are based solely on job-related factors such as experience, skills, client requirements, performance and contribution, regardless of race, gender, sexual orientation, age, disability, or any other protected characteristic.
• Living Wage Commitment
  We are dedicated to paying at least a living wage that meets or exceeds the national minimum wage requirements, ensuring that all employees can afford a basic standard of living.
• Regular Assessments
  We conduct regular assessments of our remuneration practices to identify and address any potential disparities. This includes reviewing pay scales, equity among job roles and gender pay gaps, should it exist, all the while considering the different jurisdictions.
• Compliance with Legislation
  We endeavour to comply with applicable laws and regulations regarding remuneration and labour practices. This includes adherence to the South African Labour Relations Act, No. 66 of 1995, as amended, and the South African Basic Conditions of Employment Act, No. 75 of 1997, as amended.

During the year, the group investigated the minimum salaries for the rest of its markets across Africa and found that it pays on or above any legislated minimum.

Elements of remuneration

The remuneration of CA&S executive directors and senior executives (collectively the executives) are reviewed annually by the Remcom, which seeks to ensure that balance is maintained between the fixed (base salary) and variable (incentives – STI and share options – LTI) elements of remuneration, as well as between short-term (base salary and incentives – STI) and long-term (share options – LTI) financial performance objectives.

The table below provides an overview of the respective remuneration elements pertaining to executives and head office employees:

Benchmarking

Benchmarking is performed with reference to companies comparable in size, industry, business complexity and the level of responsibility that an individual assumes to ensure that remuneration is market-related.

The comparator group selected was from the same sector as CA&S, namely Industrials, as well as Consumer goods, under the small cap section. The comparator group comprises the following JSE-listed companies:

Base salary

Base salary is guaranteed annual pay on a cost-to-company basis. It is subject to annual review and adjustments are effective 1 March of each year, coinciding with the Remcom meeting during which the prior year’s performance of the group and its executives is evaluated.

The total base salary is paid over a period of 12 months. Benefits, forming part of total cost to company, are limited to:

• Group life cover (providing death, disability and dreaded disease benefits).
• Membership to a retirement fund.

The Remcom benchmarks the CA&S Group CEO and CFO’s base salary, with no discretionary bonus, against the total of the median, total guaranteed pay of the CEOs and CFOs of the comparator group.

Benchmarking is not a perfect science given that companies differ in many ways, but it provides a reasonable indication.

Incentives and discretionary bonuses (STIs)

The success of CA&S can be attributable to the operational and financial performance of the underlying subsidiaries in the group. Although part of the CA&S Group, the day-to-day activities and operations of each business is mostly independent from the rest of the group and, as such, businesses are managed fairly autonomously by their respective management teams but are encouraged to assist other jurisdictions and be involved in problem-solving and opportunities for the entire group.

It is therefore imperative that senior executives in each operation are rewarded not only on group results, but also on the performance of the respective subsidiary they are responsible for.

The senior executives therefore qualify for yearly short-term incentives based primarily on the financial performance of the subsidiary they are responsible for, as well as on individual non-financial key performance measures agreed each year. A component of the STI is, however, based on the financial performance of the CA&S Group, to ensure the senior executives continue to play a key role in the group.

Individual non-financial KPIs are set according to the executive’s position and what may be required. Although there may be overlap, it differs from individual to individual and jurisdiction to jurisdiction.

STI performance measures

Discretionary bonuses are awarded to support staff based on the financial performance of the group as well as individual work targets achieved.

STIs are paid annually subject to performance, and after sign-off of the financial results of the company by external audit and the approval of the committee. STI pay-outs are not deferred and are subject to the company’s malus and clawback policy.

The group headline earnings per share measurement has served the group well as it protects shareholders by ensuring that whatever management does, it is measured against a per share increase. The Remcom will however continue to consider whether other measures will improve the effectiveness and focus of management. The group is not highly geared and is cash generative.

STI discretion

Where the annual financial bonus targets are not achieved, a modest amount may, at the discretion of the committee (and on the group CEO’s recommendation), be set aside to reward exceptional individual performance and/or retain key talent. Should discretion be exercised to award any discretionary bonuses to executive directors, this will be transparently disclosed.

Share incentive scheme (LTs)

CA&S Group’s shareholders adopted a share incentive scheme at CA Sales Holdings Limited’s AGM held on 25 June 2018. In terms of the scheme, CA Sales Holdings Limited share options are awarded to executive directors and senior executives with the primary objectives of retaining their services and aligning their interests with those of shareholders, being sustainable value creation through a combination of share price appreciation and the payment of dividends over the long term.

A key feature of CA&S Group’s share incentive scheme is that participants will only benefit if there is long-term share price appreciation. This should ultimately depend on sustainable HEPS growth by CA&S Group, and management’s ability to continuously grow revenue and earnings of all subsidiaries as well as the success of value-adding acquisitions for the group.

The share incentive scheme also ensures a rolling long-term focus for participants, considering the annual vesting of share options in 25%-tranches on each of the second, third, fourth and fifth anniversary of the award date and consequent award top-ups as detailed below.

Mechanics of the share incentive scheme

• Award
  
  • Share options are awarded annually at the discretion of the Remcom. The performance condition linked to LTI awards is the share price appreciation as well as HEPS growth.
  • The number of share options to be awarded is calculated using a formula based on the respective participant’s base salary and a multiple of between 1x and 5.5x applied thereto, depending on the participant’s seniority and accordingly the level of responsibility assumed within the organisation, subject to his/her performance as assessed by the Remcom.

In calculating the annual share option awards, the strike value of unvested share options, and where applicable funded investments, are taken into account.

The multiples are the following:

All share options are awarded at a strike price equal to CA&S Group’s 30-day volume weighted average traded share price on the JSE (VWAP) immediately preceding such award date (i.e. awarded at the ruling market value), thereby creating an embedded performance hurdle whereby participants will only benefit from the share incentive scheme if there is long-term share price appreciation and thus value creation for CA&S Group’s shareholders.

• Formula
  
  • Number of options = (A – (B x C))/D
  • A = Value of unvested share options based on respective strike prices
  • B = Total Guaranteed Pay (base salary)
  • C = Multiple (between 1 and 5.5, based on size of business and seniority of executive)
  • D = VWAP

The LTI awards are subject to the malus and clawback policy.

• Performance measures
  

  	KPI	Award allocation	Weighting
  Financial performance	Group HEPS growth 5%	80% of option allocation
  	On target: Group HEPS growth 15%	100% of option allocation	100%
  	Stretched target: Group HEPS growth 25%	120% of option allocation

The policy was changed, effective 1 January 2025, to include financial performance measures to the awarding of share options, taking into consideration shareholder recommendations.

The group headline earnings per share measurement has served the group well as it protects shareholders by ensuring that whatever management does, it is measured against a per share increase. The Remcom will however continue to consider whether other measures will improve the effectiveness and focus of management. The group is not highly geared and is cash generative.

• LTI Discretion
  
  • Differentiation and discretion are key principles of our remuneration philosophy and therefore the Remcom apply both principles when awarding LTIs. LTIs are variable pay instruments and therefore the multiples used are group guidelines for transparency and fairness, but differentiation and discretion can be applied per level and on an individual basis. Where a specific role warrants it, higher allocations may be made. However, in the case of executive directors, this will be transparently disclosed.

• Vesting
  
  • The Remcom has introduced an additional vesting condition for share options awarded on or after 14 March 2018. The result being that share options will continue to vest in 25%-tranches on each of the second, third, fourth and fifth anniversary of the award date, but subject to the following condition: Share options from the share incentive scheme will generally only vest on condition that the participant is in service of CA&S Group on vesting date.

• Termination of service
  
  • In the case of resignation, dismissal, or early retirement (before attaining the age of 60 years) of a participant (i.e. bad leaver), unvested share options are generally forfeited.
  • In the case of the death, permanent disability, compulsory retirement (attaining the age of 65 years) or retrenchment of a participant (i.e. good leaver), any share options capable of being exercised within a period of 12 months thereafter, will generally continue to be exercisable provided it is exercised during such 12 months.
  • In the case of the termination of employment for any reason other than dismissal, the Remcom may in its absolute discretion permit the exercise of any unvested share options upon such additional terms and conditions as it may determine (e.g. as part of non-compete provisions in the case of early retirement of an executive).

• Loan funding (related to LTIs)
  Loan funding has been made available to participants of the share incentive scheme to assist them in exercising their share options and to remain invested in CA&S Group, on the following terms:
  • Maximum loan funding of 90% of the strike value and section 8C income tax payable in respect of the vesting of share options (i.e. a minimum cash deposit of 10% is required from the participant).
  • The borrower shall be required to pledge such a number of shares as is equal to 150% of the loan value.
  • Interest accrues on the outstanding loans at the South African Revenue Service fringe benefit rate.
  • Loans are repayable in full after three years.

Share options could also be settled on a “net-equity basis” (i.e. the participant’s after-tax upside will be settled through the issue of fully paid-up CA&S Group shares to the participant, and CA&S Group will pay over the related section 8C income tax payable in cash on the participant’s behalf).

Malus and clawback policy

In order to further align the interests of shareholders and broader stakeholders with the compensation outcomes of senior CA&S employees, the company adopted a malus and clawback policy, which enables the company to reduce or recoup incentives from such employees under specific circumstances. All performance-based incentive remuneration is therefore subject to malus and/or clawback, in the event of a trigger event occurring. The list of trigger events includes, inter alia:

• Material misstatement of the financial results resulting in an adjustment in the audited consolidated accounts of the company or the audited accounts of any member of the group.
• Serious misconduct or gross negligence.
• Engaging in fraudulent, illegal, or unethical behaviour that harms the company’s reputation or financial standing.
• Breaches of company policies or ethical standards that result in significant financial and/or reputational harm to the company or group.
• Circumstances where legal or regulatory actions are taken against the employee due to actions that violate applicable laws or regulations.
• The fact that any information used to determine the quantum of an award was based on inaccurate, misleading or erroneous information, or, in the case of awards which are subject to the achievement of performance conditions, the assessment of any performance metric or condition in respect of an award or payment which was based on inaccurate, misleading or erroneous information.

Minimum shareholding requirement

A minimum shareholding requirement policy was adopted on 1 January 2025 with the purpose of aligning the interests of the executive directors with the long-term interests of shareholders. The policy applies to the executive directors of the CA&S Group. Each executive director is required to establish and maintain a level of share ownership in CA&S equal to the market value of at least 200% of their current pre-tax annual total guaranteed remuneration, during their tenure. Once the minimum shareholding requirement has been met, each executive director must maintain it for as long as he/she remains an executive director of the CA&S Group.

The executive directors achieved the minimum shareholding requirement during the period under review, as can be seen from the table below:

Executive contracts

The main terms of the employment contracts applicable to executive directors are summarised in the table below:

NED remuneration

The remuneration of non-executive directors is reviewed annually by the Remcom, which seeks to ensure that fees are market-related, considering the nature of CA&S Group’s operations, in order to retain current board members and attract quality members in the future.

In this regard, the remuneration and nominations committee undertook a benchmarking exercise in the prior year. It used the Institute of Directors South Africa’s Non-Executive Directors’ Fees Guide, 10th Edition for this exercise. According to the report, the existing fees of the CA&S non-executive directors were well below the market for a medium-sized JSE-listed company. Based on this finding, at the previous AGM, the board recommended to shareholders an increase of the non-executive directors’ fees to bring the fees in line with the 25th percentile of medium-sized JSE-listed companies, as quantified in the report. Even after the increase in non-executive directors’ fees in the prior year, the CA&S non-executive directors still earn annual fees below the average in the category. A further realignment of fees may be undertaken in the future.

CA&S Group also pays all reasonable travelling and accommodation expenses incurred by non-executive directors to attend board, committee and relevant meetings.

CA&S Group’s non-executive directors do not have any employment contracts, nor receive any benefits associated with permanent employment and do not participate in the CA&S Group’s share incentive scheme.

The annual fees payable to non-executive directors are not subject to attendance of meetings.

The proposed fee structure for CA&S Group’s financial year ended 31 December 2025, which will be presented to shareholders for approval at CA&S Group’s upcoming AGM on 5 June 2026, is set out in the following table (excluding value-added tax, to the extent applicable):

Guaranteed package

Base salary is guaranteed annual pay on a cost-to-company basis. It is subject to annual review and adjustments are effective 1 March of each year. The group life cover premium and voluntary retirement fund contribution is included in the cost-to-company base salary.

The following table benchmarks the CA&S Group CEO and CFO’s base salary, with no discretionary bonus, for the year ended 31 December 2025, against the total of the median, total guaranteed pay of the CEOs and CFOs of the comparator group (JSE-listed small cap, industrial and consumer goods sector companies), as mentioned under the Benchmarking heading.

Base salary increases are determined with reference to the South African inflation rate and other generally accepted benchmarks, always with due regard for market-comparable remuneration. The average base salary increases (as approved by the Remcom) for CA&S Group employees for the financial year commencing 1 March 2026 are set out in the table below:

Short-term incentive outcomes

CA&S Group’s CEO and CFO are eligible for discretionary bonuses, subject to meeting financial and personal KPIs. Such discretionary bonuses amounted to approximately R5.2 million (2024: R8.4 million) in total for the year ended 31 December 2025.

The annual incentive scorecard outcomes for the CEO and CFO are summarised below:

The individual KPIs include the following:

CEO: The implementation of strategic initiatives, optimisation of under-performing business units, new business generation, environmental and social initiatives, select and grow key leadership.

CFO: Quality of financial reporting, corporate governance and tax compliance, audit performance and establishing an IT strategy to ensure that the group has optimal systems architecture, designs and applications to support the execution of the operational strategies.

The committee reviewed the performance of the CEO and CFO against the individual KPIs and approved the awards related to individual KPI performance metrics. The committee awarded additional discretionary bonuses based on the group and directors’ performance.

The table below benchmarks the CA&S Group CEO’s and CFO’s discretionary performance-based bonus accrued for the year ended 31 December 2025 against the total of the median short-term incentives of the comparator group (JSE-listed small cap, industrial and consumer goods sector companies).

The table below sets out the total of the CA&S Group CEO’s and CFO’s short-term remuneration for each of the past three financial years compared to CA&S Group’s headline earnings and market capitalisation (net of treasury shares) as at year-end:

CA&S Group’s support staff remain eligible for discretionary bonuses, subject to meeting company key performance objectives. The total of such discretionary bonuses accrued amounted to R1.7 million (2024: R2.0 million) for the year ended 31 December 2025.

Unvested LTI awards

A key feature of CA&S Group’s share incentive scheme is that participants, including the executive directors, will only benefit if there is long-term share price appreciation and thus value creation for all CA&S Group shareholders as share options are awarded at the ruling market price on award date (as detailed in the remuneration policy).

If shareholders do well, employees will do well, and vice versa.

CA&S Group’s two executive directors have either served within the broader group or in their respective current capacities since inception of CA&S Group.

Evaluating executive directors’ LTIs

Since the initial listing in 2017, the compound annual growth rate (CAGR) in CA&S Group’s share price was 17.8%.

When evaluating CA&S Group’s performance over the long term, one should focus on the total return index (TRI) as a measurement tool. The TRI is the CAGR of an investment and is calculated by taking cognisance of share price appreciation, dividends and other distributions. This is a sound measure of wealth creation and a reliable means of benchmarking different companies. CA&S Group’s TRI as at 31 December 2025 was 17.8% per annum since the listing in 2017.

The vesting date of the first tranche, comprising 25% of the options granted, is 12 months after the grant date. Share options will continue to vest in 25% tranches on each of the second, third, fourth and fifth anniversary of the award date. Lapsing dates are six months after the vesting date.

The table below provides information on CA&S Group’s executive directors’ unvested share options as at 31 December 2025:

NED fees

The table below provides information on the total remuneration paid to CA&S Group's non-executive directors: