The Remuneration Report is in accordance with King IV. A glossary of terms used in this report is contained in our online Integrated Annual Report of 2024 which is on our website. If unable to access the online report please note the following key references used: "Policy" or "policy" means the remuneration policy of the Company; the "Company" or "Merafe" means Merafe Resources Limited and its wholly owned subsidiary; the "Committee" means the Remuneration and Nomination Committee of the Company; the "Board" means the board of directors of the Company; "executive directors" and "non-executive directors" means executive and/or non-executive directors of the Company; the "CEO" means the Chief Executive Officer of the Company; and "FD" means the Financial Director of the Company.

Statement of voting at the annual general meeting

The annual general meeting of the Company for the financial year ended 31 December 2023 was held on 15 May 2024 and the requisite ordinary resolutions of a non-binding advisory nature endorsing the policy and the remuneration implementation report were passed by the requisite majority of shareholders, as a result no engagement with dissenting shareholders was required. The policy resolution (Ordinary Resolution 7.1) was passed by a 97.55% majority, with 72.13% of the Company's shares being voted. The remuneration implementation report resolution (Ordinary Resolution 7.2) was passed by a 97.55% majority, with 72.13% of the Company's shares being voted. The special resolutions to approve non-executive remuneration for 2024 were passed by the required majority (99.99%) which included remuneration for the Board committees.

The Company continues to engage on the Remuneration Report and the policy with its stakeholders.

Background statement

Remuneration philosophy, strategy and policy

Remuneration philosophy

The Company's guiding philosophy is to employ high-calibre, high-performing employees who subscribe to the values and culture of our Company. We recognise that our employees are integral to the achievement of our corporate objectives and they are accordingly remunerated for their contribution and the value they deliver.

Our Company is committed to fair, responsible and transparent remuneration across the business in respect of all employees on all levels. Both the fixed and variable elements of remuneration aim to support Company performance and value creation in the short, medium and long-term, as well as to support the achievement of strategic objectives within the Company's risk appetite.

This policy is applicable to all employees of the Company.

Our remuneration strategy and policy are reviewed at least annually by the Committee to ensure that they are appropriate and relevant in the support of sustainable business performance and in promoting an ethical culture and responsible corporate citizenship.

Remuneration strategy

Our remuneration strategy is designed to be aligned with our business strategy and the execution thereof to promote positive outcomes.

Since we strive to attract, retain, motivate and reward employees for executing our business strategy, their remuneration must clearly be market-related and independent third parties are used by the Committee for the purpose of benchmarking to the appropriate segment. The general principle of our remuneration strategy is to structure executive and employee remuneration to include:

• a guaranteed annual package and benefits;
• an annual variable performance incentive; and
• ownership of shares through the long-term incentive scheme, which is based on performance with the aim of creating a strong alignment to shareholder goals.

The remuneration strategy and policy are communicated to all employees during the year, together with our expectations around their contribution to the success of our organisation.

Remuneration policy

The key principles of the policy are that:

• the policies are governed by the Committee which are reviewed at least annually to ensure that they are relevant and support Company strategy;
• guaranteed remuneration is targeted at the median to 25th percentile of the relevant market against which pay is benchmarked, in order to attract and retain high-calibre and high-performing employees;
• it is Company policy that all employees are members of medical and retirement funds and have Group life and disability cover;
• annual salary adjustments are governed by factors such as the consumer price index (CPI), retention strategies, the producer price index (PPI), industry performance, projected growth, contractual arrangements, affordability, and industry average increase surveys, which will be taken into consideration in setting the recommended increase. The Committee will approve or set the overall increase percentage that will be applied on a Company-wide basis. Salary adjustments are at the discretion of the Board;
• variable pay is an important component of remuneration at Merafe and both annual and long-term performance-based schemes which support our business strategy are in place;
• the short-term incentive scheme performance measures are assessed by the Committee and these measures are determined by taking into account corporate, individual, financial and non-financial criteria. The measures are applicable to the time period to which the scheme relates;
• the long-term incentive scheme measures are based on total shareholder return and growth in headline earnings per share;
• executive remuneration is aligned to shareholder value creation through the long-term incentive scheme;
• where necessary, both short-term and long-term incentive schemes are benchmarked against the appropriate comparator group by the Committee; and
• the over-riding principle governing payments for non-executive directors is that they will be made in the context of good governance and aligned to the relevant market.

Remuneration and Nomination Committee

Responsibility for the reward strategy rests with the Board who in turn appoint the Committee. The Committee comprises at least three members, the majority of whom are independent non-executive directors and is governed by formal terms of reference.

The terms of reference clearly deal with, inter alia, matters such as:

• composition of the Committee;
• roles and responsibilities of the Committee;
• delegated authority;
• tenure and rotation of the Committee members;
• reporting requirements and compliance;
• access to information and resources;
• meeting procedures to be followed; and
• arrangements for the evaluation of the Committee's performance.

The primary role of the Committee is to ensure that the Company's directors and senior executives are fairly rewarded for their individual contributions to the Company's overall performance. The Committee also aims to ensure that remuneration is appropriate to attract, retain and motivate the right calibre of directors and senior executives who will strive to achieve the overall goals of the Company. The Committee must demonstrate to all stakeholders that the remuneration of senior executives is set by a committee of Board members who:

• have no personal interest in the outcome of their decisions;
• give due regard to the interest of the shareholders and the financial and commercial health of the Company;
• take cognisance of market-related remuneration, incentive bonuses and share incentive schemes as well as market trends; and
• play an active role in succession planning activities, notably for the CEO and executive management.

The Committee is responsible for making recommendations to the Board on the remuneration policy for directors and, to the extent that it deems necessary, makes comparisons between remuneration packages currently available to the Company's own executive directors and those available to directors of other companies of a similar size in the comparable industry. Comparisons are also made with other companies in South Africa and, if relevant, internationally.

The Committee also takes into account a number of principles, being, inter alia:

• industry standards and comparisons with businesses in the same industry;
• expertise and qualifications of individuals;
• the risks associated with companies in the mining sector;
• the importance of the individual to the Company and his/her contribution;
• retention measures and motivation for the executive not to leave the Company;
• restraint of trade provisions; and
• nature of the position (role expectations, workload, etc.).

Remuneration policy

Statement of fair, responsible and transparent remuneration

The Board approves a policy that articulates and gives effect to its direction on fair, responsible and transparent remuneration.

The policy for the remuneration of executive directors and other senior management is set by taking appropriate account of remuneration and employment conditions of the industry, the Venture and the Company's specific circumstances.

Key principles

The policy is governed by the Committee which regularly reviews the policy to ensure that it is relevant and supports the Company strategy. To this end, see key principles under remuneration policy of this report.

Salaries are reviewed annually and are targeted at the median to 25th percentile of the relevant market. The Company conducts benchmarking exercises at least every second year against the top management reward surveys conducted by the large consultancies. The benchmark used is the median to 25th percentile of the total guaranteed cost of employment for similar positions in similarly-sized listed companies.

The Committee has regard principally to companies in the South African market, which are of similar size, complexity and scope to the Company. The Committee also takes into account business performance, salary practices prevailing for other employees in the Company and, when setting individual salaries, the individual's performance and experience in the role.

Although salaries are reviewed annually, the Board reserves the right not to grant increases should circumstances so dictate. In addition, benefits offered are also reviewed on an annual basis to ensure that employees' needs are addressed fairly, and that schemes are cost effective, well governed and competitive.

Short-term incentives

Merafe's annual incentives are aimed at rewarding a combination of both business and individual performance in order to support a Company-wide performance culture. The incentive pool is determined as a percentage of net profit after tax and the scheme is therefore self-funding. Financial and non-financial criteria as well as individual performance determine the distribution of the pool to individuals.

Incentive awards are at the discretion of the Board after due consideration of Company and individual performance.

The Committee follows a less mechanistic approach in determining the bonus awards in order to reward outstanding performance more appropriately and to ensure that undue windfalls are mediated.

As indicated above, the incentive scheme performance measures are assessed by the Committee and these measures are determined by taking into account the Company's financial and non-financial criteria as well as individual performance.

All STI awards are based on performance against, inter alia, the following measures:

• Company measures: These include but are not limited to profitability, growth of business, cost management, sustainability and safety.
• Individual measures: For the CEO and FD, these are over and above the Company measures and include but are not limited to stakeholder engagement, talent management, leadership and reporting.

Targets are set by the Board on an annual basis as determined by Company strategy, business plan and operating conditions. Targets are set to ensure that performance is measured appropriately in accordance with a five-point rating scale. In addition, the Board will apply appropriate weights to measures in order to focus behaviour and performance, related to the strategic focus for the performance period.

Although measures and targets are determined at the start of the performance period, the Board may revise these measures and targets should prevailing business conditions indicate this to be necessary or in response to any other changes in the operating environment. All such changes, which represent the discretionary aspect of the policy, will be disclosed on an annual basis.

As indicated above, individual performance is primarily assessed from a predetermined criteria of key performance areas or value drivers.

The selection of these is informed by the Company's business plan.

These metrics are assessed against a five-point scale as follows:

Rating	Description	Definition
1	Poor	Indicates poor performance. All or most threshold targets not met.
2	Needs improvement	Performance against target is fair – however, performance against key measures is below threshold or target.
3	Satisfactory	Performance on target in respect of most or all measures.
4	Good	Performance exceeds target on most or all measures. Has reached stretched target on a number of key measures.
5	Outstanding/excellent	Significant outperformance. All stretched targets met or exceeded.

The total STI pool is capped at 3% of net profit after tax. No incentives are payable where the net profit after tax in any financial year is less than R139 million. These parameters are reviewed by the Board on an annual basis for relevance and appropriateness.

In addition, the percentage for STI is capped for the various categories of employees as set out below:

Position	Maximum % of TCtC
Chief Executive Officer	100
Financial Director	80
Senior management	60
Management	50
Administrative staff	30

The total pool for incentives that become available for distribution will not be exceeded at any time.

STI potential is benchmarked between the median and 75th percentile of the relevant market, which is deemed appropriate when considered along with the guaranteed pay benchmarked at between the median and 25th percentile of the market.

The final incentive calculation is undertaken by aggregating the incentive claims of all participants and comparing this to the pool derived from Company performance.

Long-term incentives

Background

The purpose of the share incentive scheme is to serve as an incentive and reward to employees of the Company and its subsidiary for services rendered and to be rendered, aimed at promoting the continued growth of the Company by giving employees an opportunity to acquire shares in the Company and serve as a retention mechanism for employees whose services are regarded by the Company to be crucial to the future growth and sustainability of the Company's business.

The share incentive scheme further seeks to align employee interests with those of shareholders and to support a culture of ownership, with a focus on Company performance and sustainable growth.

Long-term incentives, in the form of a share incentive scheme, have been in existence in the Company since 1999. The current share scheme was approved by the Company shareholders on 22 May 2020, under which both share options and share grants may be issued.

Eligibility and participation

All employees of the Company are eligible for share allocations in respect of the share incentive scheme rules, subject to Board approval and the prevailing implementation policy.

Shares to be allocated

Under the rules of the share incentive plan, the following shares may be offered:

• Share options which will be granted at the offer price.
• Share grants being full value shares.

Vesting rules and settlement

Generally, share options vest one-third per year on the third, fourth and fifth anniversaries and are settled by physical delivery of shares against receipt of payment of the option price. The options lapse after seven years if not exercised, while employed within the Group.

Share grants are granted by the Board on the recommendation of the Committee. They vest one-third per year on the third, fourth and fifth anniversaries and are settled by physical delivery of shares.

Alternatively, the Company has the right to settle in cash the value of shares granted.

Equity settlement will take the form of purchasing of shares on the open market for the benefit of the employee whose shares have vested. The Company reserves the right to issue new shares for purposes of settlement.

Participation and termination rules

In the event of an employee leaving the Group for a reason approved by the directors, such as retirement or disability (no-fault terminations), all performance shares granted will vest, subject to the application of performance conditions. No pro-rating of shares will apply. All approved terminations will be disclosed on an annual basis.

In the event of the death of an employee, all performance shares allocated will vest with no performance conditions or pro-rating applied.

In the event of either a no-fault termination or an employee's death, the employee or his/her estate has 12 and 24 months respectively to exercise share options granted to that employee. In the event of retirement at the earliest date allowed by the retirement fund, the employee will have one year to exercise their share options allocated.

In the event of voluntary termination (i.e. resignation) or a fault termination (i.e. those who leave as a result of resignation, dismissal or poor performance), any right to any shares and all allocations will lapse immediately upon termination. No further claims may be laid to such lapsed shares, whether full value or shares options.

In the event of a change in contract of employment, e.g. lateral moves or promotions, the participant will remain entitled to previous share allocations, subject to vesting periods, vesting schedules and prevailing performance conditions and criteria as set out during the initial share allocation.

In the event of a reconstruction or takeover, share allocations will vest on a pro rata basis subject to the Committee evaluating the applicable performance conditions and determining the number of shares per participant.

Performance vs retention shares

In 2018, the Committee revised the allocation policy for more share grants to be subject to performance conditions as opposed to retention shares as illustrated below:

Revised LTI allocation policy

	Targeted offer value % of TCtC	Balance performance/ retention
Chief Executive Officer	60	100/0
Financial Director	45	100/0
Senior management	40	100/0
Management	35	100/0
Administration	25	100/0

Since 2018, all share allocations are performance-based. In order to balance back to the reward mix and expected outcomes, the targeted value of the share allocation as a percentage of TCtC was increased as per the table above.

Performance conditions

The performance conditions for all existing performance-oriented share grants will remain in place, but future grants will be governed by two metrics:

1. comparison of Merafe's Total Shareholder Return (TSR) over a three-year period with that of a selection of JSE listed, small cap mining and resources companies; and
2. growth in headline earnings per share (CPI + a specified percentage as determined by the Board) over a three-year period. The two measures will weigh 50/50 or as determined by the Board from time to time. Measures will be applied per performance share allocation and will remain in force for the duration of the performance period. Performance measures and targets are approved for and applicable to a specific performance period. No retesting of performance conditions is allowed.

The Committee will assess performance against the target once the applicable performance period is completed and approve the vesting of performance shares to the extent that targets are met.

Performance measure I: Total Shareholder Return

The comparator group for TSR is made up as follows:

TSR comparator group

Company	Ticker
Thungela Resources Limited	TGA
Harmony Gold Mining Limited	HAR
Pan African Resources plc	PAN
Merafe Resources Limited	MRF
Tharisa plc	THA
MC Mining Limited	MCZ
DRDGOLD Limited	DRD
Wesizwe Platinum Limited	WEZ
Hulamin Limited	HLM
ArcelorMittal Limited	ACL
Northam Platinum Holdings Limited	NPH
Salungano Group	SLG

Assuming that a group of 12 (11 + Merafe) companies are adopted as the comparator group of companies, vesting of the performance-based share grants will be in accordance with the following policy:

• 50% of performance shares allocated will be subject to performance against the TSR measure;
• if Merafe's TSR over the three-year period places it in one of the top four positions, then the full number of performance shares granted subject to this measure will vest in equal proportions on the third, fourth and fifth anniversaries of their grant;
• if Merafe's performance over the three-year period places it in fifth position, then two-thirds of the number of performance shares granted will vest in equal proportions on the third, fourth and fifth anniversaries of their grant;
• if Merafe's TSR over the three-year period places it in sixth position, then one-third of the number of performance granted shares will vest in equal proportions on the third, fourth and fifth anniversaries of their grant; and
• if Merafe's TSR over the three-year places it below sixth position, then none of the performance shares will vest.

The table below provides details of the revised vesting schedule for performance shares subject to the TSR measure:

Revised vesting schedule TSR

Vesting schedule over three years – TSR

Merafe TSR position/ranking relative to peers	Vesting quantity % of allocation*
Position 1 – 4	100
Position 5	66.6
Position 6	33.3
Position 7 and lower	0

*	Vesting over three years in equal portion.

Performance measure II: Growth in headline earnings per share (HEPS)

Assuming that the performance targets below are set by the Board as illustrated in the table below, vesting of the performance-based share grants will be in accordance with the following policy:

• 50% of performance shares allocated will be subject to performance against the growth in HEPS measure;
• if performance meets or exceeds target, i.e. CPI + 2% per annum over the performance period, 100% of shares will vest;
• if performance is at threshold, i.e. CPI + 1% per annum over the performance period, 50% of shares subject to this measure will vest;
• for performance below threshold, 0% of shares subject to this measure, will vest; and
• linear vesting will take place between different performance milestones.

Vesting schedule for Growth in HEPS measure

Vesting schedule over three years – growth in HEPS

HEPS target	Vesting quantity % of allocation* proposed
On target CPI + 2%	100
Threshold CPI + 1%	50
Below threshold	0

*	Vesting over three years in equal portion.

LTI offer policy

The following principles will govern the LTI offer policy:

• share options will only be given at the discretion of the Board as and when circumstances dictate and only to executive management that have direct line of sight in terms of Company performance;
• full value shares, with performance conditions, will be granted to all employees on an annual basis subject to ongoing satisfactory individual performance, the expected value of which will be in accordance with the Company's reward strategy-pay mix;
• full value shares may be offered to new appointees as an attraction measure, the value of which will be determined and approved by the Committee, and will be subject to a minimum of three-year vesting period;
• share grants will be in favour of performance-based shares, with all shares granted subject to performance measures over a three-year period;
• share grants will be offered to employees with only performance-based shares and no retention shares;
• the value of the share grant will be calculated as a percentage of the current TCtC guaranteed package;
• no offer shall be made which together with any other scheme shares would exceed 5% of total issued share capital of the Company;
• the maximum aggregate number of shares granted or options allocated to a single participant, shall be limited to 1% of the total issued share capital of the Company;
• prior to vesting, no participant will qualify to receive any dividends declared;
• the Company will communicate to participants, at least on an annual basis, in terms of shares granted, vesting and/or any changes in rules or conditions of participation; and
• all share grants and options will be disclosed over its lifetime in the annual Remuneration Report.

Contracts of employment

Senior and executive management are subject to the Company's standard terms and conditions of employment where notice periods are between three and six months. In line with the recommendations set out in the King IV Report, Company policy prevents any senior or executive manager from being compensated for loss of office.

In the event of a change of control of the Company (as defined in the Companies Act) where the Company no longer requires an executive to fulfil their specific role post the change of control, the Company shall pay to the executive 12 months' remuneration on the last day of the notice period and after completion of handover of duties, for existing executives as at 2019. From 2020 onward, all newly appointed executives will have their termination payments aligned to their contractual notice period.

Retention measures

The Committee reserves the right to apply retention measures should circumstances indicate. Retention measures may include cash or equity awards and will be appropriately disclosed on an annual basis.

Malus and clawback

Any remuneration previously paid to executive directors that is subsequently found to have been the result of criminal or otherwise illegal activities, must be repaid to the Company.

In the event of restatement of the Company's results (other than a restatement caused by a change in accounting policy, standards or interpretation), which results in lower performance-based remuneration calculated on the restated results, the Committee shall review such performance-based remuneration, determine the amount to be recovered from the executive and take steps to recover the amount.

The Board reserves the right to cancel any share allocation for all or individual participants if during the vesting period there is evidence of serious underperformance or misrepresentation of information e.g. gross negligence, overstatement of performance, unnecessary risk taking, poor governance and non-compliance.

Non-executive directors' fees

The remuneration of non-executive directors is provided in the context of good governance, and is primarily based upon a methodology which takes into account expertise, contribution by the director and meeting attendance.

Standard duties of non-executive directors include preparation for and attendance at Board meetings, annual general meetings and results presentations. If required, the directors may be requested to perform work outside of their standard duties and for this they will be remunerated based upon the time spent and their level of expertise. Non-executive directors' pay is aimed at aligning with remuneration principles applicable to executive pay.

Independent benchmark are conducted at least every second year to inform the levels of remuneration for non-executive directors and the intent is to target remuneration between the lower quartile (25th percentile) to the median quartile (50th percentile) of listed companies of a similar size (comparator or peer group), in order to ensure that appropriately qualified and experienced directors are appointed.

Non-executive directors' fees are tabled for approval by the shareholders of the Company on an annual basis. The fees paid to non-executive directors for different roles such as the Chairperson may vary from the fees paid to other non-executive directors. Fees are split between a retainer (60%) and per meeting fee (40%), which is aligned to industry practice.

Non-executive directors will not participate in any share-based incentive scheme or any other incentive scheme that the Company may implement, to avoid any potential conflict of interest.

Review

This policy was approved by the Company in March 2024 and will be reviewed annually against current legislation and practice for approval by shareholders during the annual general meeting.

In the event that either the remuneration policy or the implementation report, or both, are voted against by 25% or more of the votes exercised at the annual general meeting, Merafe undertakes to engage with dissenting shareholders to understand their concerns.

Implementation report for 2024

The implementation of the policy approved by shareholders at the annual meeting in May 2024 is set out below:

Executive pay

	2024 R'000	2023 R'000
Z Matlala
Salary	6 083	5 730
Bonus	6 101	5 899
Fringe benefits	272	289
Provident contributions	932	851
Share grants vested	9 345	6 169
Total	22 733	18 938

	2024 R'000	2023 R'000
D Chocho
Salary	4 227	3 537
Bonus	3 301	3 192
Fringe benefits	612	289
Provident contributions	401	399
Share grants vested	4 033	2 642
Total	12 574	10 059

Short-term incentives

The executive directors were assessed by the Committee according to the table set out below which was then used as a basis for awarding bonuses for 2024.

Key factors	Key measurement items
Profitability	EBITDA compared to budget and previous years
Growth of business	Growth assets and revenue
Cost management	Effective cost management at Venture's and Merafe level
Sustainability	B-BBEE rating to amended scorecard, corporate social investment, environmental incidents
Safety	Total recordable injury frequency rate, fatalities
Stakeholder engagement	Stakeholder engagement programme including interactions with SARS, partners, shareholders, employees, etc.
Talent management	Succession planning, managing employees, training, mentoring
Reporting	Interim and annual reporting

As per the policy, the Committee applied a less mechanistic and more holistic approach, which has resulted in the following bonus allocation:

	2024 % allocation of cost to Company	2023 % allocation of cost to Company
Chief Executive Director	81	81
Financial Director	65	65

Directors' interests in Merafe Resources Limited

As at 31 December 2024, the directors of the Company are beneficially interested (directly and indirectly) in 3 553 565 (31 December 2023: 3 553 565) shares in the Company. During the financial year no material contracts were entered into in which directors and prescribed officers of the Company had an interest and which significantly affected the Group.

Executive directors of the Company and their immediate families control 0.14% (31 December 2023: 0.14%) of the voting shares of the Company. In addition to their salaries, the Company contributes to a provident fund (defined contribution plan) and medical aid fund on their behalf. Executive directors also participate in the Company's share incentive scheme.

	2024 number of shares		2023 number of shares
	Direct	Indirect	Direct	Indirect
Z Matlala	2 945 000	–	2 945 000	–
D Chocho	608 565	–	608 565	–
Total	3 553 565	–	3 553 565	–

No additional directors' interests have been noted post 31 December 2024 until the date of approval of this report, being 7 March 2025.

Long-term incentives – 2024

The award of long-term incentives under the Company's share option and grant schemes are set out below:

Cash-settled share-based payment arrangements

The following share grants relating to executive directors were outstanding at 31 December 2024:

Vesting date	Z Matlala Number of shares	D Chocho Number of shares
1 April 2025	3 904 904	1 685 363
1 April 2025	1 618 480	698 539
1 April 2025	709 641	324 299
1 April 2026	1 618 480	698 539
1 April 2026	709 641	324 299
1 April 2026	1 006 647	460 027
1 April 2027	709 641	324 299
1 April 2027	1 006 647	460 027
1 April 2027	910 671	461 946
1 April 2028	1 006 647	460 027
1 April 2028	910 671	461 946
1 April 2029	910 671	461 946
	15 022 741	6 821 257

Performance conditions

The performance conditions are set out in this report.

Share grant allocations were implemented based on the VWAP of the previous day's trading as follows:

		2024				2023
	% allocation of cost to Company	Number of shares	Vesting period	% allocation of cost to Company		Number of shares		Vesting period
Chief Executive Officer	60	4 316 582	1 April 2027	60		3 019 940		1 April 2026
			1 April 2028					1 April 2027
			1 April 2029					1 April 2028
Financial Director	45	2 189 624	1 April 2027	45		1 380 082		1 April 2026
			1 April 2028					1 April 2027
			1 April 2029					1 April 2028

Note:

As per the policy, from 2019, 100% of the grants are subject to performance conditions for the CEO and FD, respectively.

Approved non-executive directors' fees for 2024

The non-executive directors' fees for 2024 which were approved at the annual general meeting and were passed by the requisite 75% majority are set out below:

			2024
	Total fees per annum R	Retainer 60% R	Monthly retainer fees R	Retainer per quarter R	Fees per attendance 40% R	Fees per attendance per meeting R
Board Chairperson	860 568	516 341	43 028	129 085	344 227	86 057
Board Member	333 718	200 231	16 686	50 058	133 487	33 372
Audit and Risk Committee Chairperson	244 453	146 672	12 223	36 668	97 781	24 445
Audit and Risk Committee Member	153 290	91 974	7 665	22 994	61 316	15 329
Remuneration and Nomination Committee Chairperson	164 504	98 702	8 225	24 676	65 802	21 934
Remuneration and Nomination Committee Member	100 413	60 248	5 021	15 062	40 165	13 388
Social, Ethics and Transformation Committee Chairperson	152 319	91 391	7 616	22 848	60 928	20 309
Social, Ethics and Transformation Committee Member	100 413	60 248	5 021	15 062	40 165	13 388

Non-executive directors' fees paid for 2024

	Retainer 2024 R	Attendance 2024 R	Total 2024 R	Total 2023 R
Mr A Mngomezulu (Chairperson)	265 349	116 584	381 932	872 412
Ms M Vuso	346 903	231 269	578 171	517 103
Mr J Mclaughlan	298 933	199 289	498 222	460 260
Mr K Tlale	292 205	194 804	487 009	484 744
Ms N Mabusela-Aikhuere	383 597	222 359	605 956	571 165
Mr S Phiri*	478 397	318 319	796 716	–
Mr D McGluwa**	260 479	140 281	400 760	393 795
Mr D Green***	260 479	173 653	434 132	410 960

*	Appointed 1 February 2024.
**	Paid to IDC.
***	Paid to GOSA.

See Annual Financial Statements for additional and supporting information.

Non-executive directors' fees proposed for 2025

The 2025 proposed fees exclusive of VAT, in accordance with the policy are set out below and result in an overall increase of 5% from the previous year. This increase and the allocation take into account the previous benchmarking exercise and inflation.

			2025
	Total fees per annum R	Retainer 60% R	Monthly retainer fees R	Retainer per quarter R	Fees per attendance 40% R	Fees per attendance per meeting R
Board Chairperson	903 596	542 158	45 180	135 539	361 438	90 360
Board Member	350 404	210 242	17 520	52 561	140 162	35 040
Audit and Risk Committee Chairperson	256 676	154 005	12 834	38 501	102 670	25 668
Audit and Risk Committee Member	160 955	96 573	8 048	24 143	64 382	16 095
Remuneration and Nomination Committee Chairperson	172 729	103 637	8 636	25 909	69 092	23 031
Remuneration and Nomination Committee Member	105 434	63 260	5 272	15 815	42 174	14 058
Social, Ethics and Transformation Committee Chairperson	159 935	95 961	7 997	23 990	63 974	21 325
Social, Ethics and Transformation Committee Member	105 434	63 260	5 272	15 815	42 174	14 058

Areas of focus for 2025

Key activities for the Committee in 2025 will be, inter alia, the approval of the remuneration and bonuses for executive directors and senior management.

The Committee will also assess fees to be paid to non-executive directors. Focus will be placed on the key principles of King IV and the Company's commitment to these principles and reviewing the remuneration policy. In addition, the Company will, if required, engage with shareholders to discuss issues of mutual concern.

Compliance statement

The Board and the Committee are committed to maintaining high standards of corporate governance and to support and apply the principles of good governance advocated by the Institute of Directors South Africa (IoDSA) and King IV.

The Board and the Committee are of the view that the objectives stated in the policy have been achieved for the period under review. The Board and the Committee are also satisfied that they have fulfilled their responsibilities in accordance with their terms of reference with regard to remuneration within the Company.

JEFF MCLAUGHLAN

Chairperson – Remuneration Committee

7 March 2025