Basis of presentation of summary consolidated financial statements

The summary consolidated financial statements are prepared in accordance with the JSE Limited Listings Requirements for summary consolidated financial statements, and the requirement of the Companies Act of South Africa applicable to summary financial statements. The Listings Requirements require summary consolidated financial statements to be prepared in accordance with the framework concepts and the measurement and recognition requirements of International Financial Reporting Standards (IFRS) and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by Financial Reporting Standards Council, and to also, as a minimum, contain the information required by IAS 34 Interim Financial Reporting.

The accounting policies applied in the preparation of the consolidated financial statements from which the summary financial statements were derived are in terms of IFRS and are consistent with those accounting policies applied in the preparation of the previous consolidated annual financial statements.

A number of new pronouncements and/or interpretations were effective from July 1  2022. These had no material effect on the group's financial statements.

The financial statements have been prepared on the historical cost basis adjusted for the effects of inflation where entities operate in hyperinflationary economies and for certain financial instruments that have been measured at fair value, where applicable. For the year ended June 30  2023, the Türkiye lira is considered to be hyperinflationary. Accordingly, the statement of profit or loss, statement of cash flows and statement of financial position for our Türkiye subsidiaries have been expressed in terms of the Türkiye lira at the reporting date (June 30  2023). Refer below for the impact of hyperinflationary accounting on the group's statement of profit or loss, statement of cash flows and statement of financial position.

Statement of cash flows re-presentation

The group made the following re-presentation to the statement of cash flows and have adjusted comparatives accordingly:

• Cash flows from payments made to puttable non-controlling interests were reclassified from cash flows from investing activities to cash flows from financing activities due to the subsequent purchase by the group of a subsidiary's equity instruments and is accounted for as an equity transaction and is classified in the same way as transactions with owners described in IAS 7.17. The comparatives were re-presented to show this cash flow activity change. This re-presentation had no impact on the group's cash and cash equivalents or statement of financial position.

R'000		Previously reported June 30 2022			Payments to puttable NCI re-presented as financing activities			Re-presented June 30 2022
Cash flows from operating activities		3 483 490			–			3 483 490
Cash flows from investing activities		(3 429 210)			49 476			(3 379 734)
Cash flows from financing activities		(819 874)			(49 476)			(869 350)
Movement in cash and cash equivalents		(765 594)			–			(765 594)

Audit report

These summary consolidated financial statements for the year ended June 30  2023 have been audited by PricewaterhouseCoopers Inc., who expressed an unmodified opinion thereon. The auditor expressed an unmodified opinion on the annual consolidated financial statements from which these summary consolidated financial statements were derived.

A copy of the auditor's report on the summary consolidated financial statements and of the auditor's report on the annual consolidated financial statements are available for inspection on the company's website and at the company's registered office, together with the financial statements identified in the respective auditor's reports.

The auditor's report does not necessarily report on all of the information contained in this announcement. Shareholders are therefore advised that in order to obtain a full understanding of the nature of the auditor's engagement they should obtain a copy of the auditor's report together with the accompanying financial information from the issuer's registered office.

Preparation and results

These summary consolidated financial statements have been prepared by CAM Bishop CA(SA), under the supervision of DE Cleasby CA(SA) and were approved by the board of directors on August 29  2023.

The directors are responsible for the preparation of the summary consolidated financial statements and the correct extraction of the financial information from the financial statements.

Exchange rates

The following exchange rates were used in the conversion of foreign interests and foreign transactions for the year ended:

		June 30
		2023			2022
Rand/Sterling
Closing rate		23,85			19,79
Average rate		21,40			20,24
Rand/Euro
Closing rate		20,50			17,02
Average rate		18,61			17,14
Rand/Australian dollar
Closing rate		12,51			11,22
Average rate		11,96			11,03

Revenue disaggregation

for the year ended June 30

Composition of revenue

• Revenue comprises amounts earned from customers from the sale of frozen, chilled, ambient and non-food products (goods) and from the rendering of services.
• Revenue is disclosed net of value added taxation.
• Revenue is net of returns and allowances, trade discounts and volume rebates, all of which have been apportioned to the sale of goods.

R'000		2023 Audited			2022 Audited
Sale of goods – frozen		70 788 648			53 156 263
Sale of goods – chilled		55 303 603			40 318 102
Sale of goods – ambient		61 004 022			46 140 256
Sale of goods – non-food		8 948 959			7 241 749
Rendering of services and commissions earned		296 007			281 941
		196 341 239			147 138 311
		%			%
Revenue percentage by customer type
Hotels, restaurants and cafés		43			41
Caterers, butcheries and canteens		14			13
Quick service restaurants		12			14
Retail, wholesalers and other distributors		10			14
Healthcare and aged care		9			9
Education		6			5
Travel (airlines and cruise liners)		3			2
Government related customers		3			2
Analysis of revenue per country by percentage
United Kingdom		26			26
Australia		15			15
Netherlands		9			9
New Zealand		8			8
Italy		7			6
Czech Republic		7			6
People’s Republic of China and Hong Kong		5			6
Belgium		5			5
South Africa		4			5
Other		14			14

Supplementary pro forma information regarding the currency effects of the translation of foreign operations on the group

for the year ended June 30

The pro forma financial information has been compiled for illustrative purposes only and is the responsibility of the board. Due to the nature of this information, it may not fairly present the group's financial position, changes in equity and results of operations or cash flows. An unmodified reasonable assurance report has been issued by the group's auditor, PricewaterhouseCoopers Inc. The ISAE 3420 Assurance Engagements to Report on the Compilation of the Pro Forma Information in a Prospectus is available for inspection at the company's registered office. The pro forma information has been compiled in terms of the JSE Listings Requirements and the Revised Guide on Pro Forma Information by SAICA.

The illustrative information, detailed below, has been prepared on the basis of applying the 2022 average rand exchange rates to the 2023 foreign subsidiary income statements and recalculating the reported revenue, trading profit, headline earnings and headline earnings per share of the group for the year ended June 30  2023.

										Illustrative 2023 at 2022 average exchange rates
R'000		2023 Audited			2022 Audited		% change			2023 Pro forma		% change
Trading performance
Revenue		196 341 239			147 138 311		33,4			181 653 136		23,5
Trading profit		10 508 604			7 590 775		38,4			9 724 159		28,1
Headline earnings		6 956 912			5 138 811		35,4			6 435 999		25,2
Headline earnings per share (cents)		2 082,9			1 538,3		35,4			1 927,0		25,3
Constant currency per segment
Revenue
Australasia		44 336 732			33 343 369		33,0			41 249 252		23,7
United Kingdom		51 378 872			37 818 927		35,9			48 594 298		28,5
Europe		69 548 732			50 077 127		38,9			63 607 816		27,0
Emerging Markets		31 076 903			25 898 888		20,0			28 201 771		8,9
		196 341 239			147 138 311		33,4			181 653 137		23,5
Trading profit
Australasia		3 541 197			2 330 923		51,9			3 292 812		41,3
United Kingdom		1 918 805			1 533 213		25,1			1 814 812		18,4
Europe		3 659 132			2 382 215		53,6			3 325 651		39,6
Emerging Markets		1 570 856			1 441 136		9,0			1 465 903		1,7
Corporate		(181 386)			(96 712)					(175 018)
		10 508 604			7 590 775		38,4			9 724 160		28,1

Acquisition of businesses and subsidiaries

for the year ended June 30

For the year ended June 30  2023, nine bolt-on acquisitions were concluded, these were as follows:

• Nicol Hughes, a regional wholesaler supplying ambient, chilled and frozen products, which serves the North West of England and northern Wales (100% acquisition, effective from July 2022);
• Fruit Xpress OÜ which trades mainly fresh food products into the foodservice sector in Tallin, Estonia (80% acquisition, effective from July 2022);
• Variety Foods, a distributor to the independent pizza and kebab markets in Perth, Western Australia (100% acquisition, effective from August 2022);
• H&T Group, an importer and distributor of food products in Kota Kinabalu, East Malaysia (89% acquisition, effective from September 2022);
• Food Fabrique, a small cured meat and sausage processing business located in Dubai, United Arab Emirates (75% acquisition, effective from October 2022);
• Euskopan, a bread and pastry business based in Bilbao, Spain (80% acquisition, effective from December 2022);
• Thomas Ridley, a regional wholesaler supplying ambient, chilled and frozen products. Servicing the East and South East of the United Kingdom with premises at Bury St Edmunds and cross dock at Paddock Wood (100% acquisition, effective from January 2023);
• Harvest Fine Foods, a regional wholesaler supplying fresh produce, ambient, chilled and frozen products. Located in Southampton serving the South of the United Kingdom (100% acquisition, effective from January 2023); and
• Míča-Bagonová s.r.o., a distributor of the fresh vegetables to the gastro market in the Brno, Czech Republic and surrounding areas (80% acquisition, effective from June 2023).

Goodwill arose on the acquisitions as the anticipated value of future cash flows that were taken into account in determining the purchase consideration exceeded the net assets or net liabilities acquired at fair value. The acquisitions have enabled the group to expand its range of products and services and, as a consequence, has broadened the group's base in the marketplace. In addition, through these acquisitions the group has acquired management skills and expertise as a platform from which to further consolidate its position in the foodservice market. There were no significant contingent liabilities identified in the businesses acquired. No taxation relief is expected from the R1,4 billion acquisition-related goodwill.

The impact of these acquisitions on the group's results can be summarised as follows:

R'000		Thomas Ridley		Nichol Hughes		Fruit Xpress OÜ		Individually insignificant		Total
Property, plant and equipment		(297 147)		(6 768)		(7 053)		(80 242)		(391 210)
Intangible assets		–		–		(912)		(4 101)		(5 013)
Right-of-use leased assets		–		(9 772)		(3 539)		(78 527)		(91 838)
Deferred taxation		13 544		1 242		–		2 199		16 985
Investments and advances		–		–		–		(897)		(897)
Inventories		(117 650)		(14 386)		(23 724)		(58 115)		(213 875)
Trade and other receivables		(201 146)		(18 551)		(42 820)		(107 898)		(370 415)
Cash and cash equivalents		(24 430)		(29 702)		(36 858)		(30 798)		(121 788)
Borrowings		15 759		23 213		16 016		14 550		69 538
Right-of-use lease liabilities		–		15 087		14 371		92 072		121 530
Trade and other payables and provisions		217 651		22 377		103 365		170 687		514 080
Taxation		1 041		6 330		6 271		7 780		21 422
Total identifiable net (assets) liabilities at fair value		(392 378)		(10 930)		25 117		(73 290)		(451 481)
Separately identified intangible assets		(54 397)		(20 558)		–		(13 980)		(88 935)
Deferred taxation on separately identified intangible assets		13 599		5 140		–		3 495		22 234
Goodwill		(504 170)		(190 160)		(237 383)		(461 561)		(1 393 274)
Total value of acquisition(s)		(937 346)		(216 508)		(212 266)		(545 336)		(1 911 456)
Cash and cash equivalents acquired		24 430		29 702		36 858		30 798		121 788
Vendors for acquisition recognised		128 410		42 803		83 544		89 675		344 432
Puttable NCI liabilities recognised		–		–		64 695		86 204		150 899
Costs incurred in respect of acquisitions		(12 777)		(1 935)		(4 521)		(26 573)		(45 806)
Cash paid for acquisitions		(797 283)		(145 938)		(31 690)		(365 232)		(1 340 143)
Contribution to results for the year
Revenue		783 125		283 717		651 222		684 488		2 402 552
Trading profit		53 898		45 663		37 972		27 862		165 395
Contribution to results for the year if the acquisitions had been effective July 1  2022
Revenue		1 800 685		283 717		651 222		1 304 177		4 039 801
Trading profit		80 847		45 663		37 972		63 799		228 280

Thomas Ridley (TR)

Qualitative factors that support (but not limited to) the goodwill recognised on TR of R504,2 million: Factors include access to customers in the South East and East of the United Kingdom which enables cross selling opportunities for the group; cost synergies from better purchasing power, technology sharing and improved working practices and access to TR's key members of staff who all work together to achieve the TR trading results, performance and management's expertise as a platform from which to further grow its position in the South East and East of the United Kingdom foodservice market and retain its day-to-day trading relationships.

Separately identified intangible assets

Separately identified intangible assets have been recognised for brandnames relating to Thomas Ridley, Nichol Hughes and Harvest Fine Food acquisitions. These brands have a strong influence in their respective regional areas of the United Kingdom and the group expects to continue using these brandnames into the foreseeable future.

The purchase price allocations for these bolt-on acquisitions are provisional and may be retrospectively adjusted if the group obtains new information about facts and circumstances that existed at the acquisition date relating to these entities.

Subsequent events

There have been no material events subsequent to June 30  2023.

Capital commitments

The board of directors' policy is to maintain a strong capital base so as to sustain future development of the businesses so that it can continue to provide benefits to its stakeholders.

R'000		2023			2022
Capital expenditure approved:
Contracted for		2 792 300			1 901 240
Not contracted for		2 354 240			1 504 346
		5 146 540			3 405 586
Capital expenditure split
Property, plant and equipment		4 975 566			3 339 080
Computer software		170 974			66 505
		5 146 540			3 405 585

It is anticipated that capital expenditure will be financed out of existing cash resources.

Significant capital expenditures relate to the following:

• United Kingdom – infrastructure for land in Gateshead; fit out for a new Bedford leased site; new Worcester depot and replacing vehicles and information technology related costs.
• Australia – capital infrastructure in new depots (Canberra and Darwin) using energy efficient lighting and refrigeration and the depots will be fitted with solar power, land for new depots (Brisbane and Mackay) and purchased facilities in Kalgoorlie and Broome.
• New Zealand – infrastructure including four new depots (Taupo, Kerikeri, Wellington and Christchurch Butchery); and replacing vehicles (existing passenger vehicles replaced with hybrid solutions).
• Netherlands – new Hague depot and replacement of plant, property and equipment and vehicles (including installation of electric vehicle charging stations).
• Czech Republic – installation of solar power at five sites to double solar output.
• Emerging Markets – infrastructure in Africa and Southeast Asia.

Financial instruments

for the year ended June 30

Fair value hierarchy

When measuring the fair value of an asset or a liability, the group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques categorised as follows.

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2: inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices).
• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy for financial instruments measured at fair value. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

		Non-current assets (liabilities)				Current assets (liabilities)
R'000		Puttable non- controlling interests	Investments	Vendors for acquisition		Puttable non- controlling interests	Vendors for acquisition	Total
June 30  2023
Financial assets measured at fair value		–	19 634	–		–	–	19 634
Financial liabilities measured at fair value		(5 408 028)	–	(88 994)		(217 899)	(337 112)	(6 052 033)
June 30  2022
Financial assets measured at fair value		–	28 613	–		–	–	28 613
Financial liabilities measured at fair value		(4 006 503)	–	(115 477)		(266 658)	(49 128)	(4 437 766)

R'000		Total	Level 1	Level 2	Level 3
June 30  2023
Financial assets measured at fair value		19 634	–	–	19 634
Financial liabilities measured at fair value		(6 052 033)	–	–	(6 052 033)
June 30  2022
Financial assets measured at fair value		28 613	–	–	28 613
Financial liabilities measured at fair value		(4 437 766)	–	–	(4 437 766)

Valuation techniques and significant unobservable inputs

Valuation technique		Significant unobservable inputs		Inter-relationship between significant unobservable inputs and fair value measurement
The expected payments are determined by considering the possible scenarios of forecast EBITDAs, the amount to be paid under each scenario and the probability of each scenario. The valuation models consider the present value of expected payment, discounted using a risk-adjusted discount rate.		Average revenue growth rates: 5,7% (2022: 6,5%) Average EBITDA margin: 6,5% (2022: 7,0%) Contractual EBITDA multiple: 10,5x (2021: 10,5x) Risk-adjusted discount rate: 1,7% (2022: 1,7%)		The estimated fair value would increase (decrease) if: the EBITDA were higher (lower); or the risk-adjusted discount rate were lower (higher).

Sensitivity analysis on changes in significant variable unobservable inputs for puttable non-controlling interests (liability)

		Increase in assumption %		Increase (decrease) R’000		Decrease in assumption %		Increase (decrease) R’000
Revenue growth rates		10		85 608		10		(84 249)
Average EBITDA margin		10		610 043		10		(522 894)
Risk-adjusted discount rate		10		(33 443)		10		33 735

The group recognises any changes in the value of the liability as a result of changes in assumptions used to estimate the future purchase price directly in retained earnings in the statement of changes in equity.

Hyperinflation accounting

for the year ended June  30

From years ended June 30  2022, the International Monetary Fund World Economic Outlook Report determined that subsidiaries of the group with the functional currency of the Türkiye lira should apply Financial Reporting in Hyperinflationary Economies (IAS 29).

Hyperinflationary accounting requires transactions and balances of each reporting period to be presented in terms of the measuring unit (Türkiye lira (TRY)) at the end of the reporting period in order to account for the effect of loss of purchasing power during the year. Accordingly, the statement of profit or loss, statement of cash flows and statement of financial position for our Türkiye subsidiaries have been expressed in terms of the Türkiye lira at the reporting date (June 30  2023). The group has used the Türkiye consumer price index (as determined by TURKSTAT) as the general price index to restate amounts as it provides an official observable indication of the change in the price of goods and services for our Türkiye subsidiaries.

The carrying amounts of non-monetary assets and liabilities carried at historic cost have been stated to reflect the change in the general price index from the date of acquisition to the end of the reporting period. No adjustment has been made for those non-monetary assets and liabilities measured at fair value. An impairment loss is recognised in profit or loss if the remeasured amount of a non-monetary asset exceeds the recoverable amount. All items recognised in the statement of profit or loss and other comprehensive income are restated by applying the change in the average monthly general price index when the items of income and expenses were initially earned or incurred.

Gains or losses on the net monetary position have been recognised as part of profit or loss before taxation in the statement of profit or loss and other comprehensive income. All items in the statement of cash flows are expressed in terms of the general price index at the end of the reporting period.

The results and financial position of the Türkiye operations have been translated at the official inter-bank closing exchange rate which is in line with the requirements of the provisions of IAS 21 The Effects of Foreign Exchange Rates (IAS 21) for the translation of hyperinflationary economies. The following general price indices and conversion factors were applied to consolidate our Türkiye subsidiaries.

Date		General  price index1		Conversion factor
June 30  2023		109,4		1,0
June 30  2022		76,5		1,4
June 30  2021		16,3		4,7

¹ The general price index is measured from July 1  2020. These numbers reflect the year-on-year consumer price index changes at these respective reporting dates. The three-year cumulative inflation rate from July 1  2020 to June 30  2023 is 109,4%.

Inflation and exchange rates (relative to the South African rand) applied to consolidate the Türkiye subsidiaries results:

Financial period		Average  exchange  rate2		Closing exchange rate		Conversion factor (average)
July 1  2021 to June 30  2022		0,98		0,98		3,1
July 1  2022 to June 30  2023		0,72		0,72		1,2

² Converted at the closing exchange rate due to IAS 29 requirements.

Reporting on the Türkiye subsidiaries

The Türkiye subsidiaries of the group with the functional currency of the Türkiye lira have applied IAS 29 Hyperinflation Accounting for the 12 months ended June 30  2023. This has resulted in the group recording in the statement of profit and loss a monetary gain of R7,4 million for the year ended June 30  2023 (2022: monetary gain of R81,9 million).

While the application of IAS 29 is meant to improve comparability of the group's results, the use of inflation and exchange rates differ from those experienced by the Türkiye operations and reflected in the underlying transactions has, to some extent, distorted the comparability of the group's results. The impact of adjusting the group's results for the effects of hyperinflation is set out below:

Hyperinflation increase (decrease) to the statement of profit or loss		2023 R’000			2022 R’000
Revenue		152 486			630 602
Gross profit		30 033			122 338
Operating expenses		(24 645)			(94 326)
Trading profit		5 387			28 012
Finance charges		(5 257)			(13 149)
IAS 29 monetary gain		7 426			69 215
Headline earnings		7 398			81 890
Headline earnings per share (cents)		2,2			24,5

Hyperinflation increase (decrease) to the statement of financial position		2023 R’000			2022 R’000
Non-current assets		20 746			100 131
Property, plant and equipment		9 209			61 924
Right-of-use lease assets		11 450			31 875
Other non-current assets		87			6 332
Current assets		(1 551)			8 308
Total assets		19 195			108 439
Capital and reserves		19 195			108 439
Non-current liabilities		–			–
Current liabilities		–			–
Total equity and liabilities		19 195			108 439

The hyperinflation increase to the statement of financial position is included in the other comprehensive income movement of the foreign currency translation reserve.

Hyperinflation effect on cash and cash equivalents

As a result of applying hyperinflation accounting for the Türkiye subsidiaries of the group, all items in the statement of cash flows are expressed in terms of the general price index at the end of the reporting period. The resultant statement of cash flows is prepared to reflect cash flows during the year measured at the current purchasing power at the end of the reporting period and as such is not reflecting actual cash flows paid during the year ended June 30  2023.

While the statement of cash flows is adjusted to reflect current purchasing power, the cash and cash equivalents balance can only ever represent the actual cash flow (ie not indexed) at the point in time when the transactions occurred. As a result, an adjustment of R12,5 million was required to account for the change in value between the hyperinflation-adjusted cash flows and the actual cash flows, as well as to account for the change in value in the opening cash and cash equivalent balances.

Independent auditor's report on the summary consolidated financial statements

To the shareholders of Bid Corporation Limited

Opinion

The summary consolidated financial statements of Bid Corporation Limited, set out on pages 2 to 7, pages 18 to 20 and pages 22 to 29, which comprise the summary consolidated statement of financial position as at 30 June  2023, the summary consolidated statements of profit or loss, statement of other comprehensive income, changes in equity and cash flows for the year then ended, and related notes, are derived from the audited consolidated financial statements of Bid Corporation Limited for the year ended 30 June  2023.

In our opinion, the accompanying summary consolidated financial statements are consistent, in all material respects, with the audited consolidated financial statements, in accordance with the requirements of the JSE Limited Listings Requirements for summary financial statements, as set out in the Basis of presentation of summary consolidated financial statements note to the summary consolidated financial statements, and the requirements of the Companies Act of South Africa as applicable to summary financial statements.

Summary consolidated financial statements

The summary consolidated financial statements do not contain all the disclosures required by International Financial Reporting Standards and the requirements of the Companies Act of South Africa as applicable to annual financial statements. Reading the summary consolidated financial statements and the auditor's report thereon, therefore, is not a substitute for reading the audited consolidated financial statements and the auditor's report thereon.

The audited consolidated financial statements and our report thereon

We expressed an unmodified audit opinion on the audited consolidated financial statements in our report dated 29 August  2023. That report also includes communication of key audit matters. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period.

Director's responsibility for the summary consolidated financial statements

The directors are responsible for the preparation of the summary consolidated financial statements in accordance with the requirements of the JSE Limited Listings Requirements for summary financial statements, set out in the Preparation and results note to the summary consolidated financial statements, and the requirements of the Companies Act of South Africa as applicable to summary financial statements.

Auditor's responsibility

Our responsibility is to express an opinion on whether the summary consolidated financial statements are consistent, in all material respects, with the audited consolidated financial statements based on our procedures, which were conducted in accordance with International Standard on Auditing (ISA) 810 (Revised), Engagements to Report on Summary Financial Statements.

PricewaterhouseCoopers Inc.
Director: E J Gerryts
Registered Auditor

4 Lisbon Lane, Waterfall City, Jukskei View, 2090
Private Bag X36, Sunninghill, 2157, Johannesburg, South Africa

29 August  2023

Report on the Assurance Engagement on the Compilation of Pro Forma Financial Information included in Bid Corporation Limited's financial results

To the Directors of Bid Corporation Limited

We have completed our assurance engagement to report on the compilation of the pro forma financial information of Bid Corporation Limited (the "Group") by the directors. The pro forma financial information, as set out on page 21 of the summary consolidated financial results (the "Annual Results"), consist of Pro Forma financial information which presents the currency effects of foreign operations on the Group as at 30 June  2023. The applicable criteria on the basis of which the directors have compiled the pro forma financial information are specified in the JSE Limited (JSE) Listings Requirements and described on page 21 of the Annual Results.

The pro forma financial information has been compiled by the directors to provide users with relevant information and measures used by the Group to assess performance and to illustrate the impact of foreign currency movements on the Group's reported financial results for the year ended 30 June  2023. As part of this process, information about the Group's financial performance has been extracted by the directors from the Group's financial statements for the year ended 30 June  2023, on which an audit report has been published.

Directors' responsibility

The directors of the Group are responsible for compiling the pro forma financial information on the basis of the applicable criteria specified in the JSE Listings Requirements and described on page 21 of the Annual Results.

Our Independence and Quality Management

We have complied with the independence and other ethical requirements of the Code of Professional Conduct for Registered Auditors, issued by the Independent Regulatory Board for Auditors' (IRBA Code), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. The IRBA Code is consistent with the corresponding sections of the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards).

The firm applies International Standard on Quality Management 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, which requires the firm to design, implement and operate a system of quality management, including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting accountant's responsibility

Our responsibility is to express an opinion about whether the pro forma financial information has been compiled, in all material respects, by the directors on the basis of the applicable criteria specified in the JSE Listings Requirements and described on page 21 of the Annual Results based on our procedures performed.

We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus issued by the International Auditing and Assurance Standards Board. This standard requires that we plan and perform our procedures to obtain reasonable assurance about whether the pro forma financial information has been compiled, in all material respects, on the basis specified in the JSE Listings Requirements.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information.

The purpose of pro forma financial information is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the company as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction would have been as presented.

A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• The related pro forma adjustments give appropriate effect to those criteria; and
• The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on our judgement, having regard to our understanding of the nature of the Group, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances.

Our engagement also involves evaluating the overall presentation of the pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements and described on page 21 of the Annual Results.

PricewaterhouseCoopers Inc.
Director: E J Gerryts
Registered Auditor

4 Lisbon Lane, Waterfall City, Jukskei View, 2090
Private Bag X36, Sunninghill, 2157, Johannesburg, South Africa

29 August  2023

Administration

Directors

Chairman: S Koseff
Lead independent director: NG Payne
Independent non-executive directors: T Abdool-Samad, PC Baloyi, B Joffe, KR Moloko, CJ Rosenberg*, H Wiseman*
Executive directors: BL Berson* (chief executive officer), DE Cleasby (chief financial officer)

* Australian

Company secretary

Bidcorp Corporate Services (Pty) Ltd

Represented by Ms AK Biggs and Ms L Roos