Board composition, structure and report back

BOARD OF DIRECTORS

The Board directs and facilitates Blu Label toward achieving its strategy and operational objectives. It is accountable for the development and execution of Blu Label’s strategy, operating performance and financial results. Its primary responsibilities include:

• determining purpose and values;
• providing strategic direction to Blu Label;
• appointing the joint Chief Executive Officers;
• identifying key risk areas for and the key performance indicators of Blu Label’s businesses;
• monitoring Blu Label’s performance against agreed objectives;
• deciding on significant financial matters; and
• approving policies and reviewing the performance of the executive directors against defined objectives.

A range of non-financial information is also provided to the Board to enable it to consider qualitative performance factors that involve broader stakeholder interests.

The Board meets regularly throughout the year and retains complete and effective control over all Blu Label operations. Additional ad hoc Board meetings are convened as circumstances require.

BOARD CHARTER

The Board Charter assists the Board in conducting its business according to legislative requirements and the principles of good corporate governance.

It ensures that each Director is aware of their powers, duties and responsibilities when acting on behalf of Blu Label. The Board Charter is subject to the provisions of the Companies Act, JSE Listings Requirements, the Memorandum of Incorporation (“MOI”) and all other applicable legislation. The Board Charter covers the role and function of the Board, its detailed responsibilities, how it discharges its duties, the Board composition and the establishment of Board Committees.

The Board Charter, as well as the terms of reference and work plans of the Board subcommittees, are aligned with the requirements of King V. The Board is reviewing the terms of references for Board Committees and workplans as it continues integrating sustainability and King V as promulgated in January 2026, and the JSE Listings Requirements as promulgated in February 2026 into Blu Label’s governance practices and structures.

The Board has concluded that it has collectively satisfied and fulfilled its responsibilities per the Board Charter.

GOVERNANCE FRAMEWORK

The Board regards governance as fundamental to the success of Blu Label’s business.

It is committed to applying the principles of good governance in directing and managing Blu Label to achieve its strategic objectives. The Board is the focal point for and custodian of Blu Label’s governance framework and is supported by its Committee structures, management, shareholders and other stakeholders. The Board is ultimately accountable for the performance and affairs of Blu Label.

The governance framework facilitates balance between the Board’s role of providing direction and oversight with accountability to support acceptable risk parameters and consistent compliance with regulations, standards and codes relevant to Blu Label. At the same time, the Board encourages entrepreneurship and innovation, which are recognised as key drivers of Blu Label’s performance.

All operations and governance processes are aligned with the governance framework established by the Board. Most subsidiary companies have their own Board of Directors, with a clearly defined strategy, business plan and performance criteria. Certain subsidiary boards comprise executive and non-executive directors, some of whom are executive and non-executive directors of Blu Label.

A Delegation of Authority Framework has been developed and implemented across most Blu Label companies. The Board is satisfied that the Delegation of Authority Framework contributes to role clarity and effectively exercising authority and responsibilities.

BOARD APPOINTMENTS

One-third of the directors retire by rotation every year in accordance with the MOI. Directors who are eligible, available and recommended for re-election by the RNC are nominated for re-election at the Annual General Meeting (“AGM”). In this regard, BM Levy and DA Suntup and Ms H Masondo will retire at the forthcoming AGM and, being eligible, have made themselves available for re-election. Before their proposed re-election, fit-and-proper assessments of BM Levy and DA Suntup and Ms H Masondo were completed in accordance with applicable legal and regulatory requirements. The assessments produced satisfactory outcomes, and each of the three directors meets the necessary criteria to continue serving as a director of the Company.

Mr Lindsay Peter Ralphs was appointed as an NED with effect from 24 February 2026 and as Chairman with effect from 26 August 2026. Mr Larry Nestadt formally resigned as an NED and Chairman with effect from 26 August 2026. It is further noted that, prior to this election, a fit-and-proper assessment of Mr LP Ralphs has been completed in accordance with applicable legal and regulatory requirements, and it has been concluded that the outcome of such assessment is satisfactory and Mr LP Ralphs meets all the necessary criteria to continue serving as an NED and Chairman of the Company.

The RNC assists the Board with the assessment, recruitment and nomination of new directors, subject to the Blu Label Board approving these appointments.

Board members are also invited to interview potential appointees.

A formal and transparent procedure applies to all new Board appointments, which are subject to approval by shareholders at the first AGM following that Director’s appointment. Before an appointment, candidates must complete an induction process, as per the JSE Listings Requirements.

The Board confirms that a fit-and-proper assessment has been conducted in respect of each Director nominated for election and re-election at the AGM, in accordance with the Company’s governance framework and applicable regulatory requirements. Based on the information obtained and reviewed, the Board is satisfied that the candidates meet the fit and proper criteria, including appropriate integrity, competence, qualifications, experience and capacity to fulfil their duties as directors.

The Board Charter has included a policy requiring directors to observe a “cooling-off” period before accepting appointments to other boards that may present conflicts of interest.

BOARD COMPOSITION

Blu Label has a unitary Board structure comprising nine directors, with the majority being NEDs. This is incorporated into our Board Charter, which promotes power and authority at Board of Directors level, to ensure that no single Director has unfettered decision-making powers. A biography of each Director appears on our board of directors and executive committee.

In line with King V, the roles of the Chairman and the joint CEOs are separate and clearly defined. The Board is led by Lindsay Ralphs, Independent Non-Executive Chairman, while Brett Levy and Mark Levy, as joint CEOs, are responsible for the executive management of the Group.

The Chairman’s role includes setting the ethical tone for the Board and ensuring that the Board remains efficient and focused, and operates as a unit. The Chairman provides overall leadership to the Board without limiting the principle of collective responsibility for Board decisions. He facilitates appropriate shareholder communication and enables constructive relations between the executive and non-executive directors.

The joint CEOs’ principal role is to provide leadership to the executive teams that run Blu Label’s businesses. The Board defines Blu Label’s levels of authority, reserving specific powers for the Board while delegating others to senior management. The collective responsibility of management is vested with the joint CEOs, who regularly report to the Board on Blu Label’s progress in delivering its objectives and strategy.

Blu Label’s Financial Director is Dean Suntup. The ARCC is satisfied that he has the appropriate expertise and experience for this position.

Blu Label has implemented a holistic succession planning process at Board, top-level management and subsidiary management levels. These succession plans are reviewed and approved by the appropriate bodies annually and documented accordingly.

Furthermore, the business continuity plan for Blu Label has been drafted to incorporate its subsidiary succession plans. Blu Label’s joint CEOs co-founded the business and both have vested interests in the long-term future of Blu Label.

However, in potential unforeseen circumstances, Blu Label has robust succession planning in place for both CEOs.

Blu Label recognises the value of diversity, and our Board, in turn, is committed to promoting gender and race equality.

This policy is available online on our website: www.blug.co.za. Our talent management processes and policies will enable us to improve diversity within Blu Label.

On an ongoing basis, the Board considers its structure. It is satisfied with the composition mix of the governing body; including its gender, race and size as well as the relationship between executive and non-executive directors. It is committed to making sustainable progress toward ensuring that the Board has the necessary depth to steer the strategic direction of Blu Label. The Board has a policy that promotes broader diversity at Board level, explicitly addressing the promotion of the diversity attributes of gender, race, culture, age, field of knowledge, skills and experience. No specific targets have been set concerning the Board’s diversity policy.

The Remuneration and Nomination Committee (“RNC”) annually debates the autonomy of its independent non-executive directors who have served on the Board for a period of nine years or more. Larry Nestadt (up until 26th August 2026) and Jerry Vilakazi have been assessed in this regard. The Committee has found them suitably independent, with continuing strong contributions, considering their experience within Blu Label and the sector. They are supposed to operate objectively and without conflicts of interest.

The Board wishes to assure all stakeholders that the tenure and independence of non-executive directors are vigorously debated and tested and that all Board meetings are robust in terms of their deliberation.

Given the complexity of the industry within which Blu Label operates and the complexity of Blu Label itself, the Board believes that long-term knowledge and understanding of the issues surrounding the business are invaluable. The RNC manages the succession plan at Board level to ensure that a pipeline of new independent non-executive directors is established and, that the succession plan will be seamless and that a mixture of new appointees with experienced directors will be maintained.