Board committees attendance | Blu Label Unlimited

EXCOExecutive Committee

Members

MS Levy (Chairman)
A Armstrong
BM Levy
ME Nyawane
G Paraskeva
D Rama
M Shaik¹
D Simba
DA Suntup

¹	Resigned 31 January 2026.

Future focus areas for 2027

With Blu Label no longer being occupied with the Cell C business, the Company will be fully focused on repurposing its subsidiaries and newly formed initiatives, such as Blu Energy, for the future.

Mandate

Blu Label’s Executive Committee includes the executive directors and operational and functional managers. This enables an executive and combined forum for disseminating strategies and policies to subsidiaries while providing oversight and feedback from the strategic operations forum. Blu Label’s strategic and policy decisions are typically formulated by the executive directors and approved by the Board.

The Committee meets quarterly, in line with its primary function of acting as an oversight forum and reporting structure between the Board, executive directors and subsidiary management.

Certain Blu Label Executive Committee members are represented on the boards of operating subsidiaries and act as liaisons with subsidiary CEOs and/or management.

The Executive Committee has concluded that it has fulfilled its responsibilities in accordance with its terms of reference.

2026 Focus areas

Prioritise advancing the restructuring of Cell C to position the Company for a potential public listing.
All core business units to be rationalised and restructured in optimal operational silos.
Extensive rebranding exercises implemented such that the business’s brand, look and feel is future fit and appropriate, post-restructure.

Feedback on 2026 focus areas

The Cell C business underwent an extensive debt capitalisation restructuring exercise, which was successfully implemented with Cell C being listed on the JSE Securities Exchange in November 2025.
The Blu Label business went through a thorough rationalisation, including the disposal of TicketPro, with every subsidiary refocused on the Group’s key strategy.
The rebranding of the Blu Label Group and all its subsidiaries in line with the overarching renaming and rebranding of Blue Label Telecoms Limited to Blu Label Unlimited Group Limited was successfully implemented.

SETCSocial, Ethics and Transformation Committee

Meetings: 3
Attendance: 93%

Members

H Masondo (Chairlady)¹
BM Levy
RD Mokhobo²
LE Mthimunye
DA Suntup³
SJ Vilakazi⁴

¹	Appointed as Chairlady 1 October 2025.
²	Appointed as a member 1 October 2025.
³	Alternate to BM Levy.
⁴	Resigned as Chairman to become a member 1 October 2025.

Future focus areas for 2027

Maintain or exceed level 3 B-BBEE compliance to support transformation commitments and stakeholder expectations.
Advance gender diversity within leadership pipelines and management structures.
Focus CSI investments on high-impact initiatives that improve access to clean water and sustainable energy.
Scale socio-economic development programmes, including U-Belong, to enhance job creation and community empowerment.
Drive measurable improvements in diversity and representation across leadership and management levels.
Expand our presence in informal markets to capture growth opportunities and increase market reach.
Integrate sustainability, ethics and human rights considerations into business strategy, decision-making and operational execution.

Mandate

The role of the Committee is to assist the Board with the oversight of transformation, social and ethical matters relating to Blu Label and its subsidiary companies.

Responsibilities include monitoring Blu Label’s activities and compliance with legislation relating to broad-based black economic empowerment, good corporate citizenship, the environment, health, public safety and consumer and labour relations, as well as advising the Board where necessary and appropriate. The Committee also reviews ethical business conduct, including any activity on the ethics hotline.

The Social, Ethics and Transformation Committee concluded that it has fulfilled its responsibilities per its terms of reference.

Refer to the Human capital report on the Social, Ethics and Transformation Committee report, the Effective and ethical leadership report and the Stakeholder relations sections for further details.

2026 Focus areas

Maintain a level 4 B-BBEE compliance or better.
Expanding leadership and skills development programmes.
Improved female representation from 46% to 48%.
Scaling socio-economic development and job creation through initiatives such as U-Belong.
Continuous support to Dunoworx and the Harmony Project.
Deepening support for informal market merchants and under-represented suppliers.
Embedding sustainability, ethics and human rights principles across all business operations.

Feedback on 2026 focus areas

Achieved level 3 B-BBEE compliance.
Introduced leadership development for top and senior management.
Continued supporting the U-Belong project with over 300 learners.
Continued supporting Dunoworx and the Harmony Project.
Implemented business in a box (“BIB”) model to create sustainable SMME opportunities within the informal market while also increasing better connectivity in deep rural South Africa.
Harassment policy and leadership development focusing on values, behaviours, and sustainability.
Rolled out the Ethics survey and implemented solutions to high-risk areas identified.

ARCCAudit, Risk and Compliance Committee

Meetings: 4
Attendance: 100%

Members

LE Mthimunye (Chairlady)¹
BM Levy²
MS Levy²
NP Mnxasana
RD Mokhobo³
JS Mthimunye⁴
DA Suntup²
SJ Vilakazi

¹	Appointed to Chairlady 29 August 2025.
²	Attendees from Executive Committee.
³	Appointed as a member 1 October 2025.
⁴	Resigned 29 August 2025.

Focus areas for 2027

Cybersecurity and data privacy.
IT governance.
Regulatory compliance.
Financial reporting integrity.
Oversee the implementation of an ESG Oversight and Responsibility Framework.
Review of information technology governance and implementation of the new systems, including data governance.
Review the effectiveness of internal financial controls.

Mandate

The primary objective of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities for:

the financial and non-financial reporting process;
the system of internal control;
the audit process;
the risk management process; and
the organisation’s process for monitoring compliance with laws and regulations and the code of conduct.

The ARCC concluded that it has fulfilled its responsibilities per its terms of reference.

For further details, refer to sections in this report on governance of risk, governance of sustainability, information and technology governance, combined assurance and the ARCC reports.

2026 Focus areas

Continue adoption of an ESG Oversight and Responsibility Framework.
Continue reviewing fraud mitigation strategies and internal controls.
Closely monitor the financial performance of Cell C.
Assess the impact of the Cell C proposed balance sheet restructuring and potential listing on Blu Label.

Feedback on 2026 focus areas

ESG is in the adoption phase and will continue to be a focus area in the coming years until it reaches maturity.
The ARCC was assisted by the internal audit function to assess and enhance fraud mitigation strategies and the effectiveness of internal controls.
The ARCC continued to monitor and review the financial performance of Cell C, together with the adequacy of financial disclosure.
Reviewed the presentation of financial information and adequacy of disclosure.
Periodically reviewed the risk and compliance reports and no material weaknesses were discovered.

RNCRemuneration and Nomination Committee

^∆

Four Remuneration Committee meetings and five Nomination Committee meetings were held, one of which (a Nomination Committee meeting) excluded attendees from the Executive Committee.

Meetings: 5^∆
Attendance: 92.85%

Members

SJ Vilakazi (Remco Chairman)¹
LP Ralphs (Nomco Chairman)²
LM Nestadt^1,5
BM Levy³
MS Levy³
H Masondo^1,4
LE Mthimunye^1,4
DA Suntup³

¹	Nomco meeting called, excluding Executive Committee attendees.
²	Appointed Chairman 26 August 2026.
³	Attendees from Executive Committee.
⁴	Appointed 1 October 2025.
⁵	Resigned 26 August 2026.

Future focus areas for 2027

Refinements to policies and metrics to ensure they continually remain fit for purpose and to enhance market competitiveness, including a broader review of long-term incentives for senior management.
A review of the minimum shareholding requirements (“MSR”) policy and effectiveness thereof in terms of depth of applicability.
Alignment to King V and the reporting required under the changes now effective due to the Companies Act amendments.
Consider feedback from shareholders and other stakeholders regarding the remuneration policy, practices and the implementation report and address any concerns.
Ensure that the Group’s succession plan across all levels remains vibrant and appropriate to attract and retain key staff and executives, focusing on transformation.
Continue to identify and develop a pipeline of future leaders through the Group’s leadership development programme and other interventions for human resources development.
Fair pay and pay equity analysis and understanding the drivers of gaps both vertically and horizontally.

Mandate

The RNC assists the Board by overseeing and making recommendations for its consideration and final approval on remuneration policies and incentives, Board composition, structure and size, succession planning in terms of key positions and the identification and nomination of suitable candidates to fill Board vacancies as and when they arise.

The RNC ensures that competitive remuneration and incentive policies align with the strategy of driving performance and value creation that attracts and retains the right talent. Review design and the objectives of incentive schemes and remuneration packages; Executive and Non-Executive Director appointments and succession planning; annual evaluation of the independence of non-executive directors and composition of the Board and its Committees.

Key roles of the Committee include:

ensuring competitive remuneration and incentive policies align with Blu Label’s strategy to attract and retain high performers;
reviewing the design and targets of incentive schemes and remuneration packages;
Executive and Non-Executive Director appointments and succession planning; and
annual evaluation of the independence of non-executive directors and composition of the Board and its Committees.

The RNC concluded that it has fulfilled its responsibilities in accordance with its terms of reference.

The RNC continues to ensure that total rewards are set at competitive levels and drive performance in the short and long term, ensuring alignment with shareholder interests while promoting an ethical culture and responsible corporate citizenship.

The Committee is mandated by the Board to continually assess the executive remuneration market and governance trends and reporting requirements in conjunction with Blu Label’s strategy and operational performance.

2026 Focus areas

Update annual workplan, including meeting schedules to address the increased complexity of the remuneration environment and the importance of driving business performance.
Continue to monitor and conduct a thorough analysis of industry remuneration trends to ensure that the Company remains competitive in attracting and retaining talent.
Stay updated on relevant laws and regulations, especially the amendments to the Companies Act regarding executive remuneration, including disclosure requirements and Board implications.
Continually evaluate the effectiveness of our remuneration frameworks and policies and determine how best to differentiate between business and employee levels to drive the proper outcomes and enhance our employee value proposition.
Consider feedback from shareholders and other stakeholders regarding the remuneration policy, practices and the implementation report and address any concerns raised.

Ensure that the Group’s succession plan across all levels remains vibrant and appropriate to attract and retain key staff and executives, focusing on transformation.
Continue to identify and develop a pipeline of future leaders through the Group’s leadership development programme and other interventions for human resources development.
Continue to monitor and assess the Group’s remuneration practices for fairness and equity, ensuring they promote diversity and inclusion.
By focusing on these areas, the RNC helped to ensure that the Group’s remuneration practices are effective, equitable and aligned with its strategic objectives as well as ensure that Blu Label’s processes and appointments of Board members, key management and staff lead to the right talent being appointed for the respective roles.

Feedback on 2026 focus areas

Adjusted workplan to ensure critical topics covered throughout the year.
Engaged with shareholders to discuss feedback and changes made and implemented in FY26 and expected changes for FY27 in terms of remuneration architecture and associated metrics.
Prepared for the Companies Act changes that were implemented in late FY26 (effective May 2026) and disclosed in the remuneration report for FY26.

Assessed current remuneration frameworks for the disclosed officers in conjunction with market analysis and determined that no further major changes for the disclosed officers would be required after changes were implemented in FY26.
Oversaw the Board composition process, identifying and assessing suitable candidates, and recommended new appointments to the Board during the year, resulting in significant changes due to resignations and collapsing of committees.