Remuneration Report 2019

Remuneration report continued Fees The group policy is to pay competitive fees for the role while recognising the required time commitment. The fees now comprise an annual fee where previously fees comprised an annual retainer component and attendance fee for scheduled meetings. In addition, non-executive directors are compensated for international travel time and subsistence on official business where necessary to attend meetings. No contractual arrangements are entered into to compensate non-executive directors for the loss of office. Non-executive directors do not receive STIs nor do they participate in any LTI schemes, except where non-executive directors previously held executive office, and they remain entitled to unvested benefits arising from their period of employment. Bidcorp does not provide retirement contributions to non- executive directors. Management proposes non-executive directors’ fees (based on independent advice) to shareholders annually for shareholder vote. Directors’ interests in contracts During the financial year, none of the current directors had a material interest in any contract of significance to which the company or any of its subsidiaries were a party. Non-binding advisory vote Shareholders are requested to cast an advisory vote on the remuneration policy as included in this report on pages 1 to 6: Part 2: remuneration policy. PART 3 – IMPLEMENTATION OF REMUNERATION POLICY 1. Guaranteed pay – base pay and benefits Guaranteed pay increases for the financial years ending 2019 and 2020 In determining the CTC increases for executive directors, the committee considered relevant benchmarking data. Given the global nature of the group’s business, the CE’s CTC is benchmarked against predominantly Australian listed companies. The CTC for the CFO is benchmarked against predominantly JSE listed companies. Benchmarks were selected based on several factors, including, but not limited to, company size and complexity of comparable listed companies by reference to market capitalisation, revenues, profitability, number of employees and the industry sector. In 2019 the increase of the CTC for CE, BL Berson, was 3,56%. In respect of CFO, DE Cleasby, a CTC increase on his rand-based salary of 5,71% was granted and a 3,0% increase on the sterling portion of his CTC was granted. For the 2020 financial year, CE, BL Berson’s CTC increase is 3,13%. For CFO, DE Cleasby, the CTC increase on his rand-based salary is 5,41% and a 3,56% increase on the sterling portion of his CTC has been granted. 2. Former executive director In terms of B Joffe’s consultancy agreement, he was paid R4,24 million in equal monthly instalments for the period July 1 2018 to June 30 2019. 3. Short-term incentive outcomes for 2018 Factors assessed in determining the STI awards to executives were a combination of the following performance measures (as set out in the 2017 remuneration report): The bonus outcomes were calculated as follows: Measures and weightings Results achieved (%) Bonus outcome (% of CTC) Financial HEPS (50%) – earning performance measured on a linear basis for real constant currency HEPS performance (50,0% weighting) from the threshold (2,5% real growth) target (5% real growth) and stretch (8% real growth) 7,7 53,3 ROFE (30%) – ROFE (30,0% weighting), with a threshold of 32,5%, a target of 35,0% and a stretch of 37,5% achievement 32,6 15,0 Non-financial (20%) – KPIs (20,0% weighting) including performance on staff development, innovation, acquisitions, improving performance of laggard operations, etc. 90,0 28,8 Overall score 97,1 Plus: Discretionary adjustment (see below) 10,0 Net score 107,1 Total bonus BL Berson A$1 714 000 DE Cleasby R3 963 000 and £165 500 Bid Corporation Limited Remuneration report 2019 / 6